Loading...
HomeMy WebLinkAbout10-02-2008 PC e-packetCITY OF SOUTH SAN FRANCISCO REGULAR MEETING OF THE PLANNING COMMISSION MUNICIPAL SERVICES BUILDING 33 ARROYO DRIVE October 2, 2008 7:30 PM WELCOME If this is the first time you have been to a Commission meeting, perhaps you'd like to know a little about our procedure. Under Oral Communications, at the beginning of the meeting, persons wishing to speak on any subject not on the Agenda will have 3 minutes to discuss their item. The Clerk will read the name and type of application to be heard in the order in which it appears on the Agenda. A staff person will then explain the proposal. The first person allowed to speak will be the applicant, followed by persons in favor of the application. Then persons who oppose the project or who wish to ask questions will have their turn. If you wish to speak, please fill out a card (which is available near the entrance door) and give it, as soon as possible, to the Clerk at the front of the room. When it is your turn, she will announce your name for the record. The Commission has adopted a policy that applicants and their representatives have a maximum time limit of 20 minutes to make a presentation on their project. Non-applicants may speak a maximum of 3 minutes on any case. Questions from Commissioners to applicants or non-applicants may be answered by using additional time. When the Commission is not in session, we'll be pleased to answer your questions if you will go to the Planning Division, City Hall, 315 Maple Avenue or telephone (650) 877-8535 or by a-mail at web- ecdt'a~ssf.net. Mary Giusti Marc C. Teglia Chairperson Vice-Chairperson Wallace M. Moore Stacey Oborne John Prouty Commissioner Commissioner Commissioner Eugene Sim William Zemke Commissioner Commissioner Susy Kalkin, Chief Planner Secretary to the Planning Commission Steve Carlson Gerry Beaudin Senior Planner Senior Planner Linda Ajello Billy Gross Associate Planner Associate Planner Bertha Aguilar Clerk Please Turn Cellular Phones And Papers Off. Individuals with disabilities who require auxiliary aids or services to attend and participate in this meeting should contact the ADA Coordinator at (650) 829-3800, five working days before the meeting. In accordance with California Government Code Section 54957.5, any writing or document that is a public record, relates to an open session agenda item, and is distributed less than 72 hours prior to a regular meeting will be made available for public inspection at the Planning Division counter in the City Hall Annex. If, however, the document or writing is not distributed until the regular meeting to which it relates, then the document or writing will be made available to the public at the location of the meeting, as listed on this agenda. The address of the City Hall Annex is 315 Maple Avenue, South San Francisco, California 94080. PLANNING COMMISSION AGENDA MUNICIPAL SERVICES BUILDING 33 ARROYO DRIVE October 2, 2008 Time 7:30 P.M. CALL TO ORDER /PLEDGE OF ALLEGIANCE ROLL CALL /CHAIR COMMENTS AGENDA REVIEW ORAL COMMUNICATIONS CONSENT CALENDAR 1. Approval of meeting minutes of September 18, 2008. PUBLIC HEARING 2. 213/217 EGrand -Alexandria Real Estate ARE-SF No 21 L.P./Owner ARE-SF No 21 L.P./Applicant 213 8~ 217 East Grand P07-0106: UP07-0017, DR07-0065, DA07-0001, SIGNS07-0059 8 EIR07-0001 (Continued from September 18, 2008) Use Permit, Design Review, Development Agreement, Transportation Demand Management plan, Master Sign Program and Draft Environmental Impact Report to construct a 9-story office/research and development and associated surface parking and landscape improvements building totaling 291,634 square feet, afive-level parking garage on a 6.94 acre site located at the northwest corner of East Grand Avenue & Roebling Road (APNs 015-041050 and 015-041-300)in the Planned Industrial (P-I) Zone District in accordance with SSFMC Chapters 20.32.060, 20.81, 20.85 8 20.120 ADMINISTRATIVE BUSINESS 3. Review of 648 Commercial Avenue 4. Study Session South EI Camino Real General Plan Amendment P08-0076: GPA08-0001 Southern portion of EI Camino Real Study Session: General Plan Amendment for the southern portion of EI Camino Real between Chestnut Avenue and the City's southern boundary to allow for mixed-use development throughout the corridor Planning Commission Agenda - Cont'd Page 3 October 2, 2008 ITEMS FROM STAFF ITEMS FROM COMMISSION ITEMS FROM THE PUBLIC ADJOURNMENT Susy alkin Secretary to the Planning Commission City of South San Francisco NEXT MEETING: Regular Meeting October 16, 2008, Municipal Services Building, 33 Arroyo Drive, South San Francisco, CA. Staff Reports can now be accessed online at: http://www.ssf.net/depts/comms/planning/as~enda minutes.asp or via http://weblink.ssf.net SlVbla s:~gev~.das~plaww%wg Cov~w~issiow~2oo8~o9-i8-o8 RpC /tgewda.doc SEPTEMBER 4, 2008 MINUTES TO BE DELIVERED ON MONDAY o H ~ n J ~ c'~LIFOR~1~ DATE: TO: Planning Commission Staff Report October 2, 2008 Planning Commission SUBJECT: Use Permit, Preliminary TDM Plan and Design Review to demolish four existing 1 & 2 story buildings (124,000 sf total) located at 213-217 East Grand Avenue and construct in their place one 9-story office/R & D building (291,634 sf total) and a 5-level parking garage in the Planned Industrial (P-I) Zone District in accordance with SSFMC Chapters 20.32, 20.81, 20.84, 20.85 & 20.120 Owner/Applicant: ARE-San Francisco Case Numbers: P07-0106, UP07-0017, DR07-0065, TDM07-0005 DA07-0001 & EIR07-0001 RECOMMENDATION: It is recommended that the Planning Commission conduct a public hearing and take the following action: Adopt a Resolution recommending that the City Council certify EIR07-0001, including findings and a statement of overriding considerations for traffic and air quality impacts; and Adopt a Resolution recommending the City Council: 1) approve UP07-0017, DR07-0065, TDM07-0005 to approve the Use Permit, Design, Sign Program, and draft TDM Plan for the 213-217 East Grand Avenue Office/R&D Project, including conditions of approval; and 2) adopt an Ordinance to approve Development Agreement DA07-0001. BACKGROUND: Project Description The applicant proposes to redevelop an older industrial property in the East of 101 area by demolishing four existing 1 & 2 story buildings totaling 124,000 square feet, and the subsequent construction of one 9-story office/research and development (R&D) building totaling 291,634 square feet. The Project would constitute a net building floor area increase of 167,634 square feet. Afive- levelparking garage containing 616 spaces would be attached to the new building. An additiona1210 surface parking spaces would also be provided. The Project would include the abutting property at the southeast corner of East Grand Avenue and Roebling Road, which is currently under separate ownership but under contract with ARE. Also proposed are substantial landscaping upgrades including a new entry plaza along the project area's East Grand Avenue frontage, a new landscape plaza centrally located to the proposed buildings. Staff Report To: Planning Commission Subject: 213-217 East Grand Ave. October 2, 2008 Page 2 Surrounding land uses and setting The new Office/R&D building is to be located at the northeast corner of East Grand Avenue and Forbes Boulevard in the East of 101 area. Land uses within 2,500 feet of the site boundaries include: North: A railroad right-of--way and a mix of Cabot, Cabot & Forbes Business Park industrial uses alon Forbes Boulevard South: i Britannia Point Grand Business Park designated for a mixture of R&D and office uses. East: ' Mixed industrial and R&D uses, including the new Office/R&D project at 249 East Grand Avenue. West: j Gateway Redevelopment Project Area, including the Embassy Suites. Study Session On June 19, 2008, the Planning Commission held a study session to review the proposed project and take comments on the Draft Environmental Impact Report (EIR). The Commission was generally supportive of the project and commended the applicant for adopting an innovative architectural design and progressive "green" construction technology. Commissioners offered the following comments: • Describe the architectural details on the parking garage and main building from Forbes Boulevard. • Add architectural details to the parking garage that would tie the structure to the main building. • Stagger trees along the meandering sidewalk. • Traffic and the effectiveness of the TDM program. Since the study session, the applicant has revised the plans to address the Commission's concerns. DISCUSSION: Project Design Building Design -The design of the proposed Office/R&D building is of critical importance since it a tall building that would be located on a prominent corner at Forbes Boulevard and East Grand Avenue and provides a visible gateway to the East of 101 area. The massing and facade design are intended to give the building a texture and scale compatible with its context as a gateway campus. The proposed building and parking structure will be constructed with an attached steel braced frame Staff Report To: Planning Commission Subject: 213-217 East Grand Ave. October 2, 2008 Page 3 structure with a glass and aluminum curtain wall system. A portion of the facade facing East Grand Avenue is slightly angled. The lower portions of the building include a shaped concrete to emphasize building entries and the connection between the main building, the proposed employee amenity area and the parking structure. The site will include several pedestrian corridors, a landscaped pedestrian circle fronting the building, several employee areas, and ample landscaping along the perimeter of the site. Development Building & Garage Site Area 221 East Grand Avenue Proposed FAR Proposed Tenant Amenity Office/R&D Building Area 6.695 acres 0.33 acre 0.953 8,495 square feet 283,139 square feet Building Height (to the to top of the roof 168 feet screen) Total Building Area 291,634 square feet Employee Amenities -The site includes 8,495 square feet of ancillary retail space located between the main building and the parking garage. Landscaping -Substantial landscaping comprises an assortment of perennials, ornamental grasses, groundcover and vines. A minimum landscape strip of 6 feet in width is provided between parking lots and abutting public streets. Landscape strips and islands accommodating trees and groundcover are provided within each surface parking lot. The employee gathering area facing East Grand Avenue, a water feature, and a volleyball court are incorporated into the landscaping plan. 6n-site Lighting would include pole-mounted street lighting and wall-mounted building lighting. Pole- mounted lighting is expected to have a maximum height of 30 feet and be largely confined to the surface parking lots. All lighting would be designed to direct light downward to reduce glare and overspill onto surrounding properties. Signage -Signage is an important element for the identity of the project. The applicant has submitted a Master Sign Program to ensure a consistency in format and quality that reinforces the collective image of the project. The key features of the sign program include: two monument signs located at the entries and constructed with brushed aluminum sign faces and sign bases; directional signage in the parking areas and along the building frontages; building main entrance address number; and exterior tenant signage on the building facade. (See attached Master Sign Program) Staff Report To: Planning Commission Subject: 213-217 East Grand Ave. October 2, 2008 Page 4 Circulation Vehicle Circulation -Vehicle access to the Project site would occur from East Grand Avenue and Roebling Road via a new signalized intersection. The surface employee parking lot would be accessed from Roebling Road via two curb cuts. The parking garage would be accessed from a third curb cut at the terminus of Roebling Road. Service and delivery access would split off from the parking garage driveway and straddle the north and south site boundaries. A service yard and loading area are situated between the 9-story building and parking garage. Visitors arriving by car would access a small parking lot fronting East Grand Avenue through a single curb cut. Pedestrian Circulation -Pedestrians could enter the Project site from either East Grand Avenue or Roebling Road. The sidewalk from East Grand Avenue and Roebling Road lead to a pedestrian promenade extending along the full length of the eastern building elevation. A railroad spur occurs off-site and borders the west and north property line. No pedestrian access would traverse the railroad spur as it is still operational. Parking and Transportation Demand Management Reduced Parking -The proposal provides for 2.83 parking spaces per 1,000 square feet for all uses on the site, which is less than the standard rate provided in the Off-Street Parking Regulations of the Zoning Ordinance (Chapter 20.74). The standard parking requirement for Research and Development uses is 4/1000 square feet for the first 50,000 square feet, and 3/1000 for space in excess of 50,000 square feet, and 3.3 spaces/1000 square feet for office. However this standard also specifically allows for a reduction in those requirements subject to a use permit. In addition the TDM Ordinance supports reduced parking standards so long as the amount of parking generated by the standards is supported by the overall TDM Plan for the project. 7~inivrn nu. ~i~n /YV1 /•/J ~/~/r'i/]YO YNONf(' Use Zoning Ordinance Project Required Parking for R&D R&D - 4/1000 sf for first (200 spaces = 50,000 sf x 1 50,000 sf and 3/1000 sf space for 250 sf Office/R&D for space in excess of 291,634 sf 725 spaces = 241,634 sf x 3 50,000 sf. spaces per 1,000 sf.) Office - 3.3/1000 sf = 925 s aces prnnnoo~ pnr]ri viR Rntin Use Parking Ratio Proposed Parking Office/R&D 2.83 parking spaces per 1,000 g26 spaces gross sf Staff Report To: Planning Commission Subject: 213-217 East Grand Ave. October 2, 2008 Page 5 The applicant has requested the reduced parking standard is based on an aggressive TDM requirements required of the project. Similar reduced parking ratios have been accepted and/or successfully applied within several large campus developments in the city, and based on studies from the Institute of Transportation Engineers (ITE). Transportation Demand Management The TDM Ordinance requires the applicant prepare and administer a TDM Plan designed to achieve 35 percent alternative mode shift. According to the Draft Supplemental EIR to the General Plan that was certified by the City Council in 2005, it is conservatively estimated that a 35% mode shift would eliminate 24.5 percent of single occupancy vehicle trips. The applicant has prepared a preliminary TDM Plan designed to achieve a minimum 35 percent alternative mode shift. The preliminary TDM Plan includes all mandatory elements including participation in shuttle programs, carpool and vanpool ridematching and preferential parking, guaranteed ride home program, secure bicycle parking, shower and locker facilities, an on-site program coordinator, promotional programs, participation in the Congestion Relief Alliance, transit pass subsidies, Downtown Dasher program, and reduced parking. Staff supports the reduced parking ratio for this project, specifically because the reduced parking supports the overall efforts of the TDM plan as well as the General Plan, as put forth in the following policies: Policy 4.3-I-11. Establish parking standards to support trip reduction goals by: • Allowing parking reduction for projects that have agreed to implement trip reduction methods. Policy 4.3 -I-12. Amend the Zoning Ordinance to reduce minimum parking requirements for projects proximate to transit stations and for projects implementing a TDM program. Conformance to Existing General Plan, East of 101 Area Plan, and Zoning The Project site is currently zoned Planned Industrial (P-I) and is part of the "East of 101" Planning Sub-Area as defined by the City of South San Francisco General Plan. The site's General Plan designation is Business and Technology Park. This designation accommodates campus-like environments for corporate headquarters, research and development facilities, and offices, up to a Floor Area Ratio of 1.0 with structured parking. The proposed project is consistent with the following General Plan policies promoting campus-like environments and employee amenities. The proposed project is also consistent with the East of 101 area plan development and design policies, including Policy DE-13, Policy DE-15, Policy DE-22, Policy DE-25, Policy DE-27, Policy DE-34 Policy DE-37, Policy DE-38, Policy DE-52, and Policy DE-56. These policies are explained Staff Report To: Planning Commission Subject: 213-217 East Grand Ave. October 2, 2008 Page 6 in detail in the attached Draft Environmental Impact Report. (See pp 9-1 to 9-6) The project site is currently zoned Planned Industrial (P-I), which allows research and development uses. However, because the project would generate in excess of 100 Average Daily Trips (ADT) and the building would exceed 60 feet in height, a use permit is required. The proposed project is designed to meet or exceed all the general development standards of the P-I Zone District except for parking. Draft Environmental Impact Report (DEIR) A Draft Environmental Impact Report (DEIR) analyzing the potential environmental impacts of the project has been prepared by environmental consulting firm Lamphier-Gregory. The DEIR was circulated on May 19, 2008 for aforty-five day review period. The environmental document discusses the potential impacts of the proposed project on the environment, identifies mitigation measures to avoid or reduce potential significant impacts, and discusses feasible alternatives to the proposed project, as required by the California Environmental Quality Act (CEQA). Significant Impacts -The DEIR identifies 28 potentially significant impacts, which are reduced to less-than-significant through various mitigation measures which are summarized in the document. In addition, one significant and unavoidable impact is identified in the document, related to the off- ramp diverge location from the U.S.101 freeway mainline, which would receive a significant impact due to the addition of Project traffic to year 2015 Base Case volumes. This impact is more fully discussed in Chapter 11: Transportation and Circulation. Four letters were received during and following the comment period. The environmental consultant formulated responses to all comments, which will be attached to the Planning Commission public hearing packet. The project cannot be approved unless a Statement of Overriding Considerations is adopted which balances the benefits of the proposed project against its unavoidable transportation impact. The Statement of Overriding Considerations lists specific economic, legal, social, technological, land use, and other considerations that support approval of the project. (See the attached Statement of Overriding Considerations) Development Agreement City Staff and the developer have negotiated the attached draft Development Agreement to clarify and obligate several project features and mitigation measures including trail improvements, public art, Fire Department obligations, TDM reporting and monitoring requirements, and the development of the corner parcel (221 East Grand Avenue). Staff Report To: Planning Commission Subject: 213-217 East Grand Ave. October 2, 2008 Page 7 Rails to Trails -The western and northern edges of the property abut an active rail corridor that is identified in the General Plan as a future pike path. The applicant has agreed to improve the segment of the rail line once it becomes available. If it should not become available, the applicant has agreed to provide an equivalent amount of funding to the City to improve substandard portions of the Bay Trail. Public Art -The Agreement sets out minimum requirements for the applicant to contribute to placing off-site public art at the future Caltrain Station or another location in the East of 101 area. TDMMonitoring and Reporting -Provisions have been included in the Development Agreement to specifically outline the TDM reporting and monitoring provisions for the R&D/Office building. These provisions are identical to those included in the 249 East Grand Avenue Project and are also included in the proposed Conditions of Approval. 221 East Grand Avenue -The project would include the abutting property at the southeast corner of East Grand Avenue and Roebling Road, which is currently under separate ownership but under contract with ARE. The applicant intends to develop the adjacent property concurrently with the project and, thus, agrees to acquire the adjacent properly within a specified time period. If the applicant fails to acquire the property, the project shall be subject to approval of the Use Permit Modification. CONCLUSION: Staff recommends that the Planning Commission adopt a Resolution recommending that the City Council certify EIR07-0001, including findings and a statement of overriding considerations for traffic and air quality impacts; and adopt a Resolution recommending the City Council: 1) approve UP07-0017, DR07-0065, TDM07-0005 to approve the Use Permit, Design, Sign Program, and draft TDM Plan for the 213-217 East Grand Avenue Office/R&D Project, including conditions of approval; and 2) adopt an Ordinance to approve Development Agreement DA07-0001. Respectfully Submitted, ., , F, r'' f ~/// Michae Lapp Economic Development Coordinator ATTACHMENTS 1. Draft Resolution: CEQA with Statement of Overriding Considerations 2. Draft Resolution: Project Approvals with Conditions of Approval and Draft Development Staff Report To: Planning Commission Subject: 213-217 East Grand Ave. October 2, 2008 Page 8 Agreement 3. Study Session Minutes of June 19, 2008 4. Master Sign Program 5. Draft TDM Plan 6. Final EIR (Draft EIR Previously Distributed) 7. Site and Building Plans RESOLUTION NO. PLANNING COMMISSION, CITY OF SOUTH SAN FRANCISCO STATE OF CALIFORNIA A RESOLUTION RECOMMENDING THAT THE CITY COUNCIL ADOPT AN ORDINANCE APPROVING A DEVELOPMENT AGREEMENT (DA07- 0001), AND APPROVE A USE PERMIT (UP07-0017), DESIGN REVIEW (DR07-0065), AND TRANSPORTATION DEMAND MANAGEMENT PROGRAM (TDM07-0005) TO ALLOW REDEVELOPMENT OF A 6.695 ACRE SITE FOR AN OFFICE/RESEARCH AND DEVELOPMENT PROJECT AT 213-217 EAST GRAND AVENUE IN THE P-I PLANNED INDUSTRIAL ZONE DISTRICT WHEREAS, the applicant seeks entitlements for a development agreement, use permit, design review, and transportation demand management (TDM) program for the demolition of four existing one- and two-story buildings, and construction of a single nine-story building, a five-level parking garage, surface parking lot, and related improvements on an approximately 7.027-acre site located at 213-217 East Grand Avenue; and WHEREAS, pursuant to the California Environmental Quality Act, Public Resources Code, §§ 21000 et seq., the City prepared and circulated for public review an environmental impact report (EIR) evaluating potentially significant environmental effects of the proposed project; and WHEREAS, the Planning Commission has found the final EIR to be adequate and recommended certification of the EIR and adoption of a Mitigation Monitoring and Reporting Program and Statement of Overriding Considerations for the Project's one significant and unavoidable impact; and WHEREAS, the South San Francisco Planning Commission held duly noticed public hearings on June 19, 2008 and October 2, 2008; and WHEREAS, as required by the South San Francisco Municipal Code, the Planning Commission makes the findings contained herein in support of the request to approve a Development Agreement, Use Permit, Design Review, and draft TDM Plan for an office and R&D Project consisting of 291,634 square feet of research (laboratory) and office space with shared open space connected by landscaped pedestrian walkways, public art, 8,495 square feet of ancillary retail, and parking garage on a 7.027 acre site located at 213-217 East Grand Avenue, and which includes requested exceptions for the number of parking spaces. NOW THEREFORE BE IT RESOLVED that based on the entirety of the record before it, which includes without limitation, the South San Francisco General Plan; the Project application and plans, including site plans, floor plans, building and garage elevations and landscape plans dated September, 2008, prepared by Dowler-Gruman Architects; "Preliminary Transportation Demand Management Program", dated March 10, 2008, prepared by The Hoyt Company; 213- 217 East Grand Avenue Environmental Impact Report (Draft EIR and Final EIR Response to Comments); minutes of the Design Review Board meeting, and Planning Commission Study Session minutes dated June 19, 2008, Planning Commission staff reports dated June 19, 2008, and October 2, 2008; and testimony received at the June 19, 2008, Study Session and the October 2, 2008, Planning Commission Public Hearing; and any other evidence (within the meaning of Public Resources Code §21080(e) and §21082.2), the Planning Commission hereby finds as follows: 1. General Findings. The Planning Commission makes the following findings in support of the proposed Project: (a) The Owner and City have negotiated a Development Agreement pursuant to Government Code section 65864 et.seq. The Development Agreement, attached hereto as Exhibit C, sets forth the duration, property, project criteria and other required information identified in Government Code section 65865.2. Additionally, the Agreement requires the Owner to provide public art and trail improvements. Based on the findings in support of the Use Permit, the Planning Commission finds that the Development Agreement, vesting a project for an office/R&D development, is consistent with the General Plan and consistent with the applicable zoning regulations. (b) The subject site is physically suitable for the type and intensity of the land use being proposed. The General Plan specifically contemplates the proposed type of project and the suitability of the site for development was analyzed thoroughly in the environmental document prepared for the Project. (c) Subject to minor modifications, included as conditions of approval, the proposal complies with the City's Design Guidelines. (d) By Resolution No. _, the Planning Commission, exercising its independent judgment and analysis, has found that an Environmental Impact Report (EIR), was prepared for the Project in accordance with CEQA, which EIR adequately analyzes the proposed Project's potentially significant environmental impacts. The Planning Commission has further found that the benefits of approving the Project outweigh the Project's significant and unavoidable traffic impact. 2. Use Permit. As required by the "Use Permit Procedure" (SSFMC Chapter 20.81), the Planning Commission makes the following findings in support of the request to approve a Use Permit (UP 17-0017): (a) The proposed Project will not be adverse to the public health, safety, or general welfare of the community, nor unreasonably detrimental to surrounding properties or improvements. The Project proposes office/R&D use on a site located in the City's East of 101 Area, which is intended for this type of use. The East of 101 Area Plan and General Plan have analyzed this type of use in the East of 101 Area, and concluded that office and R&D uses in the East of 101 Area are not adverse to the public health, safety, or welfare. As the proposed Project is consistent with surrounding land uses, approval of the project will not be detrimental to the near-by properties. (b) The proposed Project is consistent with the City's General Plan. The Project site is designated Business and Technology Park, and zoned Planned Industrial. This designation and zoning district accommodate office and R&D uses, subject to certain development and FAR restrictions. The proposed Project, anoffice/R&D .use, complies with development restrictions and proposes an FAR of 0.953, which is below the maximum allowable FAR in the Business and Technology Park General Plan designation. (c) The proposed Project complies with applicable standards and requirements of the City's zoning code, with the exception of parking requirements. The proposed Project is located in the Planned Industrial zoning district, and meets or exceeds the minimum standards and requirements for that district. The exception for the number of parking spaces is allowable under the City's Municipal Code, and warranted based on the following: (i) The Project is of a superior quality which offsets any potential adverse impacts of the requested parking space reduction. The Design Review Board and the Planning Commission find the proposal of very high quality in terms of architecture, building materials, site design and provision of landscaped pedestrian walkways and public art. (ii) The parking exception will serve to support and promote the TDM program required of the Project. (iii) The Project provides 90% of the required parking spaces and is required, through the TDM program, to achieve an alternative mode use of 35%. the site is not anticipated to result in a shortfall of on-site parking or create the need for overflow parking off-site. The parking ratio of 2.83 parking spaces per 1,000 square feet is supported by studies from the Institute of .Transportation Engineers which identify an average need of 2.79 parking spaces per 1,000 square feet of office space, and which support a lower ratio for research and development use based on its lower employment densities. (iv) The parking standards proposed will be adequate for the proposed uses because of the offered alternative solutions for providing and managing parking. The Project is required to implement a Transportation Demand Management Program on an on-going basis over the life of the Project with a required alternative mode shift of 35%. The aggressive TDM requirements required of the Project, the fact that similar reduced standards have been accepted and/or successfully applied within several large developments in the city, including the Gateway Specific Plan District, Bay West Cove Specific Plan District, Britannia East Grand and the Genentech Campus, and the studies from the Institute of Transportation Engineers (ITE) all support a reduced parking standard. (v) The reduced parking rate reinforces the overall efforts of the City's General Plan and the Transportation Demand Management Ordinance, which encourage reduced parking standards as an effective tool in encouraging use of alternative modes of transportation other than single occupancy vehicles. (vi) The number of parking spaces provided by the reduced standard will serve all existing, proposed and potential uses as effectively and conveniently as would the standard number of parking spaces required by Chapter 20.74. As described above, there is ample evidence to support the proposed parking reduction, and there is added concern that an overabundance of parking could have a deleterious effect on the goals and objectives of the City's TDM efforts since such would serve as a disincentive to use of alternative modes of transportation. 3. Transportation Demand Mana e~ ment. As required by the Transportation Demand Management Procedures [SSFMC Section 20.120.070], the following findings are made in approval of the Preliminary Transportation Demand Management Plan (TDM07-0005): (a) The proposed TDM measures are feasible and appropriate for the Project, considering the proposed use or mix of uses and the project's location, size and hours of operation. Sufficient measures have been included in the plan to achieve a projected 35% alternative mode usage, as required. (b) The performance guarantees provided in the plan will ensure that the target 35% alternative mode use will be achieved and maintained. Conditions of approval have been included to require that the Final TDM Plan, which must be submitted for review and approval prior to issuance of a building permit, shall outline the required process for on-going monitoring including annual surveys and triennual reports. Additionally, the applicant shall be required to reimburse the City for program costs associated with monitoring and enforcing the TDM program. NOW, THEREFORE, B.E IT FURTHER RESOLVED that the Planning Commission hereby recommends that the South San Francisco City Council adopt the draft Ordinance attached as Exhibit B approving a Development Agreement for the Project, and approve a Use Permit, Design Review, and draft TDM Plan for the 213-217 East Grand Avenue Project subject to the Conditions of Approval attached as Exhibit A. BE IT FURTHER RESOLVED that the resolution shall become effective immediately upon its passage and adoption. I hereby certify that the foregoing resolution was adopted by the Planning Commission of the City of South San Francisco at the regular meeting held on the day of , 2005 by the following vote: AYES: NOES: ABSTENTIONS: ABSENT: Attest: Susy Kalkin Secretary to the Planning Commission 1147017_ 1. DOC 1147017.1 Exhibit A Conditions of Approval PROPOSED CONDITIONS OF APPROVAL 213-217 East Grand Office/R&D Project P07-0106 (As recommended by City Staff on October 2, 2008) A. Planning Division requirements shall be as follow: EXHIBIT A 1. The project shall be constructed substantially as indicated on the attached 249 East Grand development plans, including building elevations and landscaping, dated September 2008 prepared by Dowler-Gruman Architects, except as otherwise modified by the following conditions: 2. The applicant shall comply with all applicable mitigation measures identified in the 213-217 East Grand Avenue Project EIR and the Mitigation Monitoring and Reporting Program (MMRP). -Prior to issuance of a building permit the applicant shall prepare a checklist outlining mitigation measures and status of implementation. 3. Child care - In accordance with South San Francisco Municipal Code Chapter 20.115, prior to issuance of a building permit the applicant shall pay a childcare fee estimated to be $97,478.91 based on the following calculation [291,634 sf x $0.50/sf. _ $145,817.00, less credit for existing sf warehouse 102,847 sf x $0.47/sf = -$48,338 = $97,478.91 ]. 4. Site development plans shall designate short term parking areas within the surface parking lots to accommodate visitors. Prior to issuance of a building permit, the applicant shall provide appropriate evidence to ensure that buildings are designed so that the calculated hourly average noise levels during the daytime does not exceed and Leq of 45dBA, and instantaneous maximum noise levels do not exceed 60 dBA. 6. The applicant shall cooperate with the City in the development/implementation of a regional shuttle service if such is considered by the City. 7. TDM a. In accordance with South San Francisco Municipal Code Section 20.120.070, prior to issuance of a building permit the applicant shall submit a Final TDM Plan for review and approval by the Chief Planner. The Final TDM Plan shall substantially reflect the "213-217 East Grand Avenue Preliminary TDM Plan", prepared by The Hoyt Company, dated March 2008. The Plan shall be designed to achieve a minimum 35% alternative mode use over the life of the project. b. The Final TDM Plan shall outline the required process for on-going monitoring including annual surveys and triennual reports as outlined in the Development Agreement, and as specified below: 1) Transportation Demand Mana eg ment: Owner shall prepare an annual Transportation Demand Management (TDM) report, and submit same to City, to document the effectiveness of the TDM plan in achieving the goal of 35% Proposed Conditions Of Approval 213-217 East Grand P07-0106 October 2, 2008 Page 2 of 15 alternative mode usage by employees within the Project. The TDM report will be prepared by an independent consultant, retained by City with the approval of Owner (which approval shall not be unreasonably withheld or delayed) and paid for by Owner, which consultant will work in concert with Owner's TDM coordinator. The TDM report-will include a determination of historical employee commute methods, which information shall be obtained by survey of all employees working in the buildings on the Property. All nonresponses to the employee commute survey will be counted as a drive alone trip. 2) TDM Reports: The initial TDM report for each building on the Property will be submitted two (2) years after the granting of a certificate of occupancy with respect to the building, and this requirement will apply to all buildings on the Property except the parking structure. The second and all later reports with respect to each building shall be included in an annual comprehensive TDM report submitted to City covering all of the buildings on the Property which are submitting their second or later TDM reports. 3) Report Requirements: The goal of the TDM program is to encourage alternative mode usage, as defined in Chapter 20.120 of the South San Francisco Municipal Code. The initial TDM report shall either: (1) state that the applicable property has achieved 35% alternative mode usage, providing supporting statistics and analysis to establish attainment of the goal; or (2) state that the applicable property has not achieved the 32% alternative mode usage, providing an explanation of how and why the goal has not been reached, and a description of additional measures that will be adopted in the coming year to attain the TDM goal of 35% alternative mode usage. 4) Penalty for Non-Compliance: If after the initial TDM report, subsequent annual reports indicate that, in spite of the changes in the TDM plan, the 35% alternative mode usage is still not being achieved, or if Owner fails to submit such a TDM report at the times described above, City may assess Owner a penalty in the amount of Fifteen Thousand Dollars ($15,000.00) per year for each percentage point below the minimum 35% alternative mode usage goal. In determining whether a financial penalty is appropriate, City may consider whether Owner has made a good faith effort to meet the TDM goals. ii. If City determines that Owner has made a good faith effort to meet the TDM goals but a penalty is still imposed, and such penalty is imposed within the first three (3) years of the TDM plan (commencing with the first year in which a penalty could be imposed), such penalty sums, in the Proposed Conditions Of Approval 213-217 East Grand P07-0106 October 2, 2008 Page3of15 City's sole discretion, maybe used by Owner toward the implementation of the TDM plan instead of being paid to City. If the penalty is used to implement the TDM Plan, an Implementation Plan shall be reviewed and approved by the City prior to expending any penalty funds. iii. Notwithstanding the foregoing, the amount of any penalty shall bear the same relationship to the maximum penalty as the completed construction to which the penalty applies bears to the maximum amount of square feet of Research and Development use permitted to be constructed on the Property. For example, if there is 200,000 square feet of completed construction on the Property included within the TDM report with respect to which the penalty is imposed, the penalty would be determined by multiplying Fifteen Thousand Dollars ($15,000.00) times a fraction, the numerator of which is 200,000 square feet and the denominator of which is the maximum amount of square feet of construction permitted on the Property, subtracting the square footage of the parking facilities; this amount would then be multiplied by the number of percentage points below the 35% alternative mode usage goal. The applicant shall be required to reimburse the City for program costs associated with monitoring and enforcing the TDM program. 8. Prior to approval of the building permit, the developer shall submit a building signage and monument package, consistent with the approved Master Sign Program for the 213-217 East Grand Avenue project, for approval by the City's Chief Planner. 9. All roof-mounted equipment shall be contained in screened enclosures, subject to the review and approval of the City's Chief Planner. 10. The applicant shall comply with all standard conditions as outlined in the "Standard Conditions and Limitations for Commercial Industrial and Multi-Family Residential Projects", dated Revised February 1999. Accordingly, minor changes or deviations from the approved plans may be approved by the Chief Planner; significant changes shall require approval of the Planning Commission. (Planning Division contact: Michael Lappen, Economic Development Coordinator (650) 877- 8535) B. Engineering Division requirements shall be as follow: STANDARD CONDITIONS Proposed Conditions Of Approval 213-217 East Grand P07-0106 October 2, 2008 Page 4 of 15 The developer shall comply with the applicable conditions of approval for commercial projects, as detailed in the Engineering Division's "Standard Conditions for Commercial and Industrial Developments", contained in our "Standard Development Conditions" booklet, dated January 1998. This booklet is available at no cost to the applicant from the Engineering Division. II. SPECIAL CONDITIONS The developer shall obtain a demolition permit to demolish the existing buildings. The demolition permit shall be obtained from the Building Division and the developer shall pay all fees and deposits for the permit. The developer shall provide letters from all public utilities stating all said utilities have been properly disconnected from the existing buildings. b. The developer shall submit a traffic study to evaluate how the project will affect the Roebling RoadlEast Grand Avenue Intersection and the Harbor/Forbes/East Grand Avenue Intersection. The traffic study should also identify any off-site related improvements to ensure safe ingress/egress to the project. c. A grading permit shall be obtained from the Engineering Division. The developer will be responsible for paying for all fees, bonds, plan checking and all associated fees for the grading permit. The developer will also place a cash deposit of $30,000 to pay for all onsite, SWPPP compliance, grading compliance and dust control inspections. d. Prior to the issuance of a grading permit, a geotechnical report shall be submitted, reviewed and approved by the Engineering Division. The developer shall place a . $5,000 cash deposit with the City for the peer review of the Geotechnical Report. The developer shall remove and replace all sidewalk fronting the project. The new sidewalk shall comply with the City standard detail and shall provide the minimum ADA width around the existing power poles. All work shall be done at no cost to the City. f. The driveway located on East Grand Avenue shall be right-turn in and out of the site. A R1 "Stop" sign with a "Right Turn Only" sign shall be placed at this driveway. g. The developer shall remove the existing railroad tracks and appurtenances at the end of Roebling. The developer shall replace the railroad crossing with a new pavement structural section in accordance with plans approved by the City. All work shall be done at not cost to the City. Proposed Conditions Of Approval 213-217 East Grand P07-0106 October 2, 2008 Page 5 of 15 h. The developer shall incorporate bio-grassy swales and other Best Management Practices as stormwater measures within the project and shall be approved by the Engineering Division and the Environmental Compliance Manager. i. One correctly sized sewer lateral shall be installed to service this site. A sanitary sewer manhole shall be installed onsite, near the property line, to serve as a cleanout for the lateral as it connects to the City's sanitary sewer system. j. The developer shall coordinate work with California Water Service for all water utility work. k. The developer shall obtain an encroachment permit for any work performed in the City's right-of--way and pay all associated fees, deposit and/or bonds. The developer shall submit an Engineer's estimate for all work performed in the City's right-of--way and place a bond or cash deposit for said work. 1. Prior to the issuance of a Building Permit for the project, the applicant shall pay the various fees as detailed below. III. OYSTER POINT OVERPASS CONTRIBUTION FEE Prior to receiving a Building Permit for die proposed new office/R&D development, the applicant shall pay die Oyster Point Overpass fee, as determined by die City Engineer, in accordance wide City Council Resolutions 102-96 and 152-96. The fee will be calculated upon reviewing die information shown on die applicant's construction plans and die latest Engineering News Record San Francisco Construction Cost Index at die time of payment. Tlie estimated fee for die entire subject 291,000 GSF office and R&D development is calculated below. (The number in die calculation, "9071.91", is die October 2007 Engineering News Record San Francisco construction cost index, which is revised each monde to reflect local inflation changes in die construction industry.) Trip Calculation 291,000 gsf Office/R&D use @ 12.3 trips per 1000 gsf = 3,579 new vehicle trips Contribution Calculation 3,579 trips X $154 X (9071.91/6552.16) _ $ 763,126.72 IV. EAST OF 101 TRAFFIC IMPACT FEES Proposed Conditions Of Approval 213-217 East Grand P07-0106 October 2, 2008 Page 6 of 15 Prior to the issuance of a Building Permit for any building within the proposed project, the applicant shall pay the East of 101 Traffic Impact fee, in accordance with the resolution adopted by the City Council at their meeting of May 23, 2007. Fee Calculation (effective September 24, 2007) 291 000 ~sf Office/R&D ~a), $4.57 per each square foot =$ 1,329,870.00 Traffic Impact Fee = $ 1,329,870.00 V. SEWER SYSTEM CAPACITY STUDY AND IMPROVEMENT FEE The City of South San Francisco has identified die need to investigate die condition and capacity of die sewer system wit~un die East of 101 area, downstream of die proposed office/R&D development. The existing sewer collection system was originally designed many years ago to accommodate warehouse and industrial use and is now proposed to accommodate uses, such as offices and biotech facilities, wide a much greater sewage flow. These additional flows, plus groundwater infiltration into die existing sewers, due to ground settlement and die age of die system, have resulted in pumping and collection capacity constraints. A study and (low model is proposed to analyze die problem and recommend solutions and improvements. The applicant shall pay die East of 101 Sewer Facility Development Impact Fee,. as adopted by die City Council at their meeting of October 23, 2002. The adopted fee is $3.19 per gallon of discharge per day. It is determined drat Office/R&D generate 400 gallons per day per 1000 ,square feet of development. Based upon dais calculation, die potential fee would be, if paid dais year: 0.4 g/sf (400 gpd/1000 sq. ft.) x $3.19 per gallon x 291,000 sq. ft. _ $134,663.94 The sewer contribution shall be due and payable prior to receiving a building permit for each phase of die development. Tot<zl estimated fees: Oyster Point Overpass Fee $ 276,764.03 East of 101 Traffic Impact Fee $ 482,299.52 Fast of 101 Sewer Improvements Fee $ 134,663.94 Proposed Conditions Of Approval 213-217 East Grand P07-0106 October 2, 2008 Page 7 of 15 'T'otal $ 893,727.49 N(Yl'F.: At tTie time these fees were generated, the applicant did not submit existing square foolages for tTie existing buildings. When the applicant submits the existing square footages, tl~e fees will be re-calculated to reflect tTie proper credits and the estimated fees may be less. [Engineering Division contact: Sam Bautista, Senior Civil Engineer (650) 829-6652] C. Police Department requirements shall be as follow: A. Municipal Code Compliance The applicant shall comply with the provisions of Chapter 15.48 of the Municipal Code, "Minimum Building Security Standards" Ordinance revised May 1995. The Police Department reserves the right to make additional security and safety conditions, if necessary, upon receipt of detailed/revised building plans. B. Building Security 1. Doors a. The jamb on all aluminum frame-swinging doors shall be so constructed or protected to withstand 16001bs. of pressure in both a vertical distance of three (3) inches and a horizontal distance of one (1) inch each side of the strike. b . Glass doors shall be secured with a deadbolt lock with minimum throw of one (1) inch. The outside ring should be free moving and case hardened. Employee/pedestrian doors shall be of solid core wood or hollow sheet metal with a minimum thickness of 1-3/4 inches and shall be secured by a deadbolt lock with minimum throw of one (1) inch. Locking hardware 1 The locks shall be so constructed that both the deadbolt acid deadlocking latch tali be retracted by a single action of the inside door luiob/lever/turupiece. A double-cylinder deadbolt lock or asingle-cylinder deadbolt lock without a tunipiece may be used in "Group B" occupancies as defined by the Uniform Building Code. When used, there must be a readily visible durable sig-i on or adjacent to the door stating "This door to remain unlocked during business hours", employing letters not less tha~i one inch high on a contrasting background. The locking device must be of type that will be readily distinguishable as locked, acid its use may be revoked by the Building Otlicial for due cause. Proposed Conditions Of Approval 213-217 East Grand P07-0106 October 2, 2008 Page 8 of 15 shall be installed so that both deadbolt and deadlocking latch can be retracted by a single action of the inside knob, handle, or turn piece. d. Outside hinges on all exterior doors shall be provided with non-removable . pins when pin-type hinges are used or shall be provided with hinge studs, to prevent removal of the door. e. Doors with glass panels and doors with glass panels adjacent to the doorframe shall be secured with burglary-resistant glazing2 or the equivalent, ifdouble-cylinder deadbolt locks are not installed. £ Doors with panic bars will have vertical rod panic hardware with top and bottom latch bolts. No secondary locks should be installed on panic- equipped doors, and no exterior surface-mounted hardware should be used. A 2" wide and 6" long steel astragal shall be installed on the door exterior to protect the latch. No surface-mounted exterior hardware need be used on panic-equipped doors. g. On pairs of doors, the active leaf shall be secured with the type of lock required for single doors in this section. The inactive leaf shall be equipped with automatic flush extension bolts protected by hardened material with a minimum throw ofthree-fourths inch at head and foot and shall have no doorknob or surface-mounted hardware. Multiple point locks, cylinder activated from the active leaf and satisfying the requirements, may be used instead of flush bolts. h. Any single or pair of doors requiring locking at the bottom or top rail shall have locks with a minimum of one throw bolt at both the top and bottom rails. 2. Windows a . Louvered windows shall not be used as they pose a significant security problem. b . Accessible rear and side windows not viewable from the street shall consist of rated burglary resistant glazing or its equivalent. Such windows that are capable of being opened shall be secured on the inside with a locking device capable of withstanding a force of two hundred- (200) lbs. 25/16" security laminate, I/4" polycarbonate, or approved security film treatment, minimum. Proposed Conditions Of Approval 213-217 East Grand P07-0106 October 2, 2008 Page 9 of 15 applied in any direction. c . Secondary locking devices are recommended on all accessible windows that open. Roof Openings a. All glass skylights on the roof of any building shall be provided with: 1) Rated burglary-resistant glass or glass-like acrylic material.2 or: 2) Iron bars of at least 1/2" round or one by one-fourth inch flat steel material spaced no more than five inches apart under the skylight and securely fastened. or: 3) A steel grill of at least 1/8" material or two inch mesh under skylight and securely fastened. b. All hatchway openings on the roof of any building shall be secured as follows: 1) If the hatchway is of wooden material, it shall be covered on the outside with at least 16 gauge sheet steel or its equivalent attached with screws. 2) The hatchway shall be secured from the inside with a slide bar or slide bolts.. The use of crossbar or padlock must be approved by the Fire Marshal. 3) Outside hinges on all hatchway openings shall be provided with non-removable pins when using pin-type hinges. c. All air duct or air vent openings exceeding 8" x 12" on the roof or exterior walls of any building shall be secured by covering the same with either of the following: 1) Iron bars of at least 1/2" round or one by one-fourth inch flat steel material, spaced no more than five inches apart and securely fastened. or: 2) A steel grill of at least 1/8" material or two inch mesh and securely fastened and Proposed Conditions Of Approval 213-217 East Grand P07-0106 October 2, 2008 Page 10 of 1 S 3) If the barrier is on the outside, it shall be secured with galvanized rounded head flush bolts of at least 3/8" diameter on the outside. 4. Lighting a. All exterior doors shall be provided with their own light source and shall be adequately illuminated at all hours to make clearly visible the presence of any person on or about the premises and provide adequate illumination for persons exiting the building. b. The premises, while closed for business after dark, must be sufficiently lighted by use of interior night-lights. c . Exterior door, perimeter, parking area, and canopy lights shall be controlled by photocell and shall be left on during hours of darkness or diminished lighting. Numbering of Buildings a. The address number of every commercial building shall be illuminated during the hours of darkness so that it shall be easily visible from the street. The numerals in these numbers shall be no less than four to six inches in height and of a color contrasting with the background. b . In addition, any business, which affords vehicular access to the rear through any driveway, alleyway, or parking lot, shall also display the same numbers on the rear of the building. 6. Alarms a . The business shall be equipped with at least a central station silent intrusion alarm system. NOTE: To avoid delays in occupancy, alarm installation steps should be taken well in advance of the final inspection. 7. Traffic, Parking, and Site Plan a. Handicapped parking spaces shall be clearly marked and properly sign posted. Proposed Conditions Of Approval 213-217 East Grand P07-0106 October 2, 2008 Page 11 of 15 NOTE: For additional details, contact the Traffic Bureau Sergeant at (650) 829- 934. 8. Security Camera System Building entrance, lobby and garage areas must be monitored by a closed circuit television camera system. Recordings must be maintained for a period of no less than 30 days. These cameras will be part of a digital surveillance system, which will be monitored on-site and accessible on the World Wide Web. This system must be of adequate resolution and color rendition to readily identify any person or vehicle in the event a crime is committed, anywhere on the premises. 9. Misc. Security Measures Commercial establishments having one hundred dollars or more in cash on the premises after closing hours shall lock such money in an approved type money safe with a minimum rating of TL-15. (Police Department contact person: Sgt. John Kallas, 877-8927) D. Fire Prevention Division requirements shall be as follow: 1. All buildings require fire sprinklers. Please submit separate plans. 2. Plans shall conform to NFPA 13 and City of South San Francisco Municipal Code, Section 15.24.110. 3. Exterior canopies and overhangs require fire sprinklers. 4. All fire sprinklers piping in the parking garage shall be corrosion resistant, either painted or galvanized. 5. All buildings require fire alarms. Please submit separate plans. 6. Provide a horn/strobe at the front of the building, which will activate upon fire sprinkler or alarm notification. Plans shall conform to NFPA 72 and City of South San Francisco Municipal Code, Section 15.24.150. 7. All buildings require fire extinguishers. Proposed Conditions Of Approval 213-217 East Grand P07-0106 October 2, 2008 Page 12 of 15 8. Provide adequate premise identification (address) on the building per the City of South San Francisco Municipal Code, Section 15.24.100. 9. Provide smoke control management system for the high rise building in accordance with California Fire Code (CFC). 10. These buildings will- be equipped with a fire communication system. Due to the nature of the construction in most high rise and parking structure type buildings communications between fire crews, incident commanders and. county communication is difficult and sometimes even non-existent. (Contact: Luis DeSilva, Fire Marshal: 650 829-6645) E. Water Quality Control Department requirements shall be as follow: The following items must be included in the plans or are requirements of the Stormwater and/or Pretreatment programs: 1. A plan showing the location of all storm drains and sanitary sewers must be submitted. 2. Encourage the use of pervious pavement where possible. 3. The onsite catch basins are to be stenciled with the approved San Mateo Countywide Stormwater Logo (No Dumping! Flows to Bay). 4. Storm water pollution preventions devices are to be installed. A combination of landscape based controls (e.g., vegetated swales, bioretention areas, planter/tree boxes, and ponds) and manufactured controls (vault based separators, vault based media filters, and other removal devices) are required. Existing catch basins are to be retrofitted with catch basin inserts or equivalent.' These devices must be shown on the plans prior to the issuance of a permit. If possible, incorporate the following: • vegetated/grass Swale along perimeter • catch basin runoff directed to infiltration area • notched curb to direct runoff from parking area into Swale • roof drainage directed to landscape • use of planter boxes instead of tree grates for stonnwater treatment Manufactured drain inserts alone are not acceptable they must be part of a treatment train. One of the following must be used in series with each manufactured unit: swales, detention basins, media (sand) filters, bioretention areas, or vegetated buffer strips. Proposed Conditions Of Approval 213-217 East Grand P07-0106 October 2, 2008 Page 13 of 15 Treatment devices must be sized according to the WEF Method or the Start at the Source Desi n. Please state what method is used to calculate sizing. The applicant must submit a signed Operation and Maintenance Information for Stormwater Treatment Measures form for the stonnwater pollution prevention devices installed. 5. The applicant must submit a signed maintenance agreement for the stormwater pollution prevention devices installed. Each maintenance agreement will require the inclusion of the following exhibits: a. A letter-sized reduced-scale site plan that shows the locations of the treatment measures that will be subject to the agreement. b. A legal description of the property. c. A maintenance plan, including specific long-term maintenance tasks and a schedule. It is recommended that each property owner be required to develop its own maintenance plan, subject to the municipality's approval. Resources that may assist property owners in developing their maintenance plans include: i. The operation manual for any proprietary system purchased by the property owner. 6. The owner or his representative must file this agreement with the County of San Mateo and documentation that the County received it must be sent to the Technical Services Supervisor. 7. Applicant must complete the Project Applicant Checklist for NPDES Permit Requirements prior to issuance of a permit and return to the Technical Services Supervisor at the WQCP. 8. Landscaping shall meet die following conditions related to reduction of pesticide use on die project site: a. Where leasible, landscaping shall be designed and operated to treat stormwater runoff by incorporating elements drat collect, detain, and infiltrate runoff. In areas that provide detention of water, plants drat are tolerant of saturated soil conditions and prolonged exposure to water shall be specified. b. Plant materials selected shall be appropriate to site specific characteristics such as soil type, topography, climate, amount and timing of sunlight, prevailing winds, rainfall, air movement, patterns of land use, ecological consistency and plant interactions to ensure successful establishment. Proposed Conditions Of Approval 213-217 East Grand P07-0106 October 2, 2008 Page 14 of 15 c. Existing native trees, shrubs, and ground cover shall be retained and incorporated into die landscape plan to die maximum extent practicable. d. Proper maintenance of landscaping, with minimal pesticide use, shall be die responsibility of the property owner. e. Integrated pest management (IPM) principles and techniques shall be encouraged as part of die landscaping design to die maximum extent practicable. Examples of IPM principles and techniques include: i. Select plants drat are well adapted to soil conditions at die site. ii. Select plants drat are well adapted to sun and shade conditions at die site. In making d~ese selections, consider future conditions when plants reach maturity, as well as seasonal changes. iii. Provide irrigation appropriate to die water requirements of die selected plants. iv. Select pest-resistant and disease-resistant plants. v. Plant a diversity of species to prevent a potential pest infestation from affecting die entire landscaping plan. vi. tlse "insectary" plants in die landscaping to attract and keep beneficial insects. 9. Roof condensate must be routed to sanitary sewer. This must be shown on plans prior to issuance of a permit. 10. Trash handling area must be covered, enclosed and must drain to sanitary sewer. This must be shown on the plans prior to issuance of a permit. 11. Loading dock area must be covered and any drain must be connected to the sanitary sewer system. This must be shown on plans prior to issuance of a permit. 12. Install separate water meters for the process, domestic, landscape, and any food service facility. 13. Install a separate non-pressurized process line for sample monitoring if necessary before mixing with domestic waste in the sanitary sewer. This must be shown on the plans prior to the issuance of a permit. 14. Install a flow measuring device for process flow Proposed Conditions Of Approval 213-217 East Grand P07-0106 October 2, 2008 Page 15 of I S 15. Fire sprinkler system test/drainage valve should be plumbed into the sanitary sewer system. This must be shown on the plans prior to issuance of a permit. 16. A construction Storm Water Pollution Prevention Plan must be submitted and approved prior to the issuance of a permit. 17. Plans must include location of concrete wash out area and location of entrance/outlet of tire wash. 18. A grading and drainage plan must be submitted. 19. An erosion and sediment control plan must be submitted. 20. Applicant must pay sewer connection fee at a later time based on anticipated flow, BOD and TSS calculations. 21. Must file a Notice of Termination with the WQCP when the project is completed. 22. Please have applicant contact Cassie Prudhel at Water Quality Control with any questions. (650) 829-3840. (Contact: Cassie Prudhel, Environmental Compliance Coordinator (650) 829-3840) Exhibit B Draft City Council Ordinance DRAFT ORDINANCE NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO STATE OF CALIFORNIA AN ORDINANCE ADOPTING A DEVELOPMENT AGREEMENT WITH ARE-SAN FRANCISCO FOR ANINE-STORY OFFICE/RESEARCH & DEVELOPMENT BUILDING, FIVE-LEVEL PARKING GARAGE, SURFACE PARKING AND RELATED IMPROVEMENTS, ON AN APPROXIMATELY 7.027-ACRE SITE LOCATED AT 213-217 EAST GRAND AVENUE WHEREAS, the applicant proposes demolition of four existing one- and two-story buildings on the site, and construction of a single nine-story office/R&D building totaling approximately 291,634 square feet, afive-level parking garage containing 616 spaces and an additional ,210-space surface parking lot, and related improvements ("Project") subject to the terms of the Development Agreement ("Agreement"); and, WHEREAS, the applicant has requested approval of a Development Agreement which would clarify and obligate several project features and mitigation measures including public art, rails-to- trails improvements, and mitigation fees for traffic impacts; and WHEREAS, an Environmental Impact Report (EIR) has been prepared which evaluates the significant and potentially significant impacts of the development, the growth inducing impacts of the development, the cumulative impacts of the development, and alternatives to the proposed Project; and, WHEREAS, for that impact identified in the EIR as significant and unavoidable, a Statement of Overriding Considerations has been prepared, indicating that the benefits of the Project outweigh the significant unavoidable effect; and, WHEREAS, an earlier Statement of Overriding Considerations approved by the City Council for the update to the City's General Plan would also apply to the subject property; and, WHEREAS, pursuant to Municipal Code section 19.60.050, the Director of Economic and Community Development reviewed the application for the Agreement and found the proposed Agreement 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, following a properly noticed public hearing held on October 2, 2008, the Planning Commission recommended that the City Council approve the Agreement; and, DRAFT WHEREAS, on , 2008, pursuant to Municipal Code section 19.060.110 the City Council conducted a properly noticed public hearing on the proposed Agreement for the Project. NOW THEREFORE, the City Council of the City of South San Francisco does hereby ORDAIN as follows: SECTION 1. FINDINGS. A. The proposed Development Agreement for the Project is consistent with the objectives, policies, general land uses and programs specified in the General 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 Project provides for anine-story building totaling approximately 291,634 square feet, afive-level parking garage, surface parking, and related improvements, as part of an office and research and development complex in the Planned Industrial (P-I) Zoning District. The proposed project complies with all zoning, subdivision and building regulations and with the objectives, policies, general land uses and programs specified in the General Plan. B. The City Council has independently reviewed the proposed Development Agreement, the certified and adopted Housing Element, the General Plan, Chapters 20.78 and 20.84 of the Zoning Ordinance, Title 15 of the Municipal Code, and applicable state and federal law and has determined that the proposed Development Agreement for the Project complies with all applicable zoning, subdivision, and building regulations and with the General Plan. 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, oral and written evidence submitted at the public hearings on the Project, including advice and recommendations from City staff. C. The proposed Development Agreement for the Project 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 Development Agreement and its determination that Section 2 of the Agreement states that the Agreement shall expire ten years from the effective date of the Agreement, which shall be concurrent with the adoption of the instant ordinance. D. The proposed Development Agreement incorporates the permitted uses, density and intensity of use for the property subject thereto as reflected in the approved Conditional Use Permit UP07-0017 by reference. 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 Development Agreement and its determination that Section 3 of the Agreement set forth the development standards and the documents constituting the Project. DRAFT E. The proposed Development Agreement states the maximum permitted height and size of proposed buildings on 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 Development Agreement and its determination that Section 3 of the Agreement sets forth the documents which state the maximum permitted height and size of buildings. SECTION 2. APPROVAL OF DEVELOPMENT AGREEMENT. The City Council of the City of South San Francisco hereby approves the proposed Development Agreement with ARE-SAN FRANCISCO, attached hereto as Exhibit A and incorporated herein by reference. SECTION 3. SEVERABILITY. If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid or unconstitutional, the remainder of this Ordinance, including the application of such part or provision to other persons or circumstances shall not be affected thereby and shall continue in full force and effect. To this end, provisions of this Ordinance are severable. The City Council of the City of South San Francisco hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause, or phrase hereof irrespective of the fact that any one or more sections, subsections, subdivisions, paragraphs, sentences, clauses, or phrases be held unconstitutional, invalid, or unenforceable. SECTION 4. PUBLICATION AND EFFECTIVE DATE. Pursuant to the provisions of Government Code Section 36933, a summary of this Ordinance shall be prepared by the City Attorney. At least five (5) days prior to the Council meeting at which this Ordinance is scheduled to be adopted, the City Clerk shall (1) publish the Summary, and (2) post in the City Clerk's Office a certified copy of this Ordinance. Within fifteen (15) days after the adoption of this Ordinance, the City Clerk shall (1) publish:the summary, and (2) post in the City Clerk's Office a certified copy of the full text of this Ordinance along with the names of those City Council members voting for and against this Ordinance or otherwise voting. This ordinance shall become effective thirty days from and after its adoption. Adopted as an Ordinance of the City of South San Francisco at a regular meeting of the City Council held the day of, , 2008 by the following vote: DRAFT AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk As Mayor of the City of South San Francisco, I do hereby approve the foregoing Ordinance this day of , 2008. Pedro Gonzalez, Mayor 1150721.1 DRAFT Exhibit A Development Agreement DEVELOPMENT AGREEMENT 213 East Grand Avenue Office /Research and Development Project This DEVELOPMENT AGREEMENT FOR THE 213 EAST GRAND AVENUE OFFICE /RESEARCH AND DEVELOPMENT PROJECT is dated 2008 ("A~reement"), between ARE-SAN FRANCISCO NO. 21, L.P., a California limited partnership ("Owner"), and the CITY OF SOUTH SAN FRANCISCO, a municipal corporation organized and existing under the laws of the State of California ("City"). Owner and the City are collectively referred to herein as "Parties." RECITALS A. WHEREAS, California Government Code ("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 or on behalf of those persons having same; and, B. 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 ("Municipal Code"), establishing procedures and requirements for adoption and execution of development agreements; and, C. WHEREAS, this Agreement concerns property (the "Pro ert ") consisting of the following: a 6.695-acre site located at the northeast corner of East Grand Avenue and Forbes Boulevard, as shown and more particularly described in Exhibit A-1 attached hereto and incorporated herein by reference (the "Primar~roperty"); and 2. a 0.332-acre site, adjacent to the Primary Property, located at the northwest corner of East Grand Avenue and Roebling Road, as shown and more particularly described in Exhibit A-2 attached hereto and, incorporated herein by reference (the "Adjacent Property"); and, D. WHEREAS, ARE-San Francisco No. 21, L.P., the Owner, has a legal or equitable interest in the real property subject to this Agreement; and, E. WHEREAS, Owner has submitted a development proposal to the City that would permit the development of the Property as depicted on the 213 East Grand Avenue -Planning Application dated September, 2008, prepared by Dowler-Gruman Architects (the "Plan Set") (a copy of such Plan Set is attached hereto as Exhibit B and incorporated herein by reference); and, Page 1 of 21 213 E. Grand Ave. Development Agt. September 26, 2008 F. WHEREAS, Owner has requested that the City enter into this Agreement to set forth the rights and obligations of the Parties relating to the development of the Property; and, G. WHEREAS, all proceedings necessary for the valid adoption and execution of this Agreement have taken place in accordance with Government Code Sections 65864 through 65869.5, the California Environmental Quality Act ("CEQA"), and Chapter 19.60 of the Municipal Code; and, H. WHEREAS, the City Council and the Planning Commission have found that this Agreement is consistent with the objectives, policies, general land uses and programs specified in the South San Francisco General Plan as adopted on October 13, 1999 and as amended from time to time; and, I. WHEREAS, on took effect on 2008, the City Council adopted Ordinance No. approving and adopting this Agreement and the Ordinance thereafter . 2008. AGREEMENT NOW, THEREFORE, the Parties, pursuant to the authority contained in Government Code Sections 65864 through 65869.5 and Chapter 19.60 of the Municipal Code and in consideration of the mutual covenants and agreements contained herein, agree as follows: 1. Effective Date Pursuant to Section 19.060.140 of the Municipal Code, notwithstanding the fact that the City Council adopts an ordinance approving this Agreement, this Agreement shall be effective and shall only create obligations for the Parties from and after the date that the ordinance approving this Agreement takes effect ("Effective Date"). 2. Duration This Agreement shall expire ten (10) years from the Effective Date, but in no event later than December 31, 2018. If litigation against the Owner (or any of its officers, agents, employees, contractors, representatives or consultants) to which the City also is a party should delay implementation or construction on the Property of the "Project" (as defined in Section 3 below), the expiration date of this Agreement shall be extended for a period equal to the length of time 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 for which the expiration date shall be extended as a result of such litigation shall not exceed five (5) years. 3. Project Description; Development Standards For Project The project to be developed on the Property pursuant to this Agreement (the "Project") shall consist of (i) one (1) office /research and development building, with nine (9) floors, containing approximately 291,634 square feet, including a two (2) level ancillary Page 2 of 21 213 E. Grand Ave. Development Agt. September 26, 2008 tenant amenity space .containing up to 8,495 square feet, (ii) a five (5) level parking garage that will accommodate six hundred sixteen (616) pa rking spaces, (iii) surface parking that will accommodate up to two hundred ten (210) parking spaces, and (iv) related improvements, all as provided in the Plan Set and as approved by the City Council. (a) The permitted uses, the density and intensity of uses, the maximum heights, locations and total area of the proposed buildings, the development schedule, the provisions for vehicular access and parking, any reservation or dedication of land, any public improvements, facilities and services, and all environmental impact mitigation measures imposed as approval conditions for the Project shall be exclusively those provided in the Plan Set, any Use Permit (and any addenda thereto in effect as of the Effective Date), the Development Plan, the Environmental Impact Report or Mitigated Negative Declaration (and any addenda thereto in effect as of the Effective Date), this Agreement (as approved by the City Council), and the applicable ordinances in effect as of the Effective Date (including, but not limited to, the applicable provisions of the Municipal Code in effect as of the Effective Date), except as modified in this Agreement. (b) Subject to Owner's fulfillment of its obligations under this Agreement, upon the Effective Date of this Agreement, the City hereby grants to Owner a vested right to develop and construct on the Property all the improvements for the Project authorized by, and in accordance with, the terms of this Agreement, the Plan Set (as approved by the City Council) and the applicable ordinances in effect as of the Effective Date. (c) Upon such grant of right, no future amendments to the City General Plan, the City Zoning Code, the Municipal Code, or other City ordinances, policies or regulations in effect as of the Effective Date shall apply to the Project, except such future modifications that are not in conflict with and do not prevent the development proposed in the Plan Set (as approved by the City Council); Drovided, however, that nothing in this Agreement shall prevent or preclude the City from adopting any land use regulations or amendments expressly permitted herein or otherwise required by State or Federal Law. (d) The Use Permit granted by the City shall not require an extension during the term of this Agreement provided Owner is not in material breach of the terms of this Agreement or the Conditions of Approval for said Use Permit. (e) Owner shall cause the Project to be submitted for certification pursuant to the Leadership in Energy and Environmental Design (LEED) Green Building Rating System of the U.S. Green Building Council. Owner shall use good faith efforts to achieve a "Silver" rating for the Project; provided, however, that Owner shall not be in default under this Agreement if, notwithstanding Owner's good faith efforts, the Project does not receive a "Silver" (or higher) rating. Page 3 of 21 213 E. Grand Ave. Development Agt. September 26, 2008 (f) Owner holds a contractual right to acquire fee title to the Adjacent Property. Owner shall use commercially reasonable efforts to complete its acquisition of fee title to the Adjacent Property; provided, however, that Owner may elect not to acquire fee title to the Adjacent Property if Owner reasonably determines that (i) a material condition to Owner's contractual obligation to acquire such fee title has not been satisfied, and (ii) such unsatisfied condition would materially and adversely affect Owner's ability to develop the Adjacent Property in accordance with the terms of this Agreement. If Owner elects, in accordance with the foregoing, not to acquire fee title to the Adjacent Property, Owner shall give the City written notice of such election and, within ninety (90) days after giving the City such notice, Owner shall submit the following to the City: (x) an application for modification of the Project's Use Permit, consistent with Section 20.91.020 of the Municipal Code; (y) a Development Plan that provides for the development of the Project on the Primary Property only; and (z) revisions, supplements, and/or addenda to the Plan Set that may be necessary to provide for the development of the Project on the Primary Property only. Thereafter, the defined term "Property" shall be deemed to refer only to the Primary Property, and the defined term "Project" shall be deemed to refer to the project to be developed on the Primary Property only, in accordance with the Plan Set and any revisions, supplements, and/or addenda submitted to the City by Owner in accordance with clause (z) above. 4. Permits For Project Owner shall submit a Development Plan for development of the Project within sixty (60) days of applying for a grading permit for any phase of the Project. The Development Plan shall address, at a minimum, the landscaping and common improvements required for each phase of the Project. For each phase, the City shall issue building permits and Certificates of Occupancy only after the City has reviewed and approved Owner's applications therefor. City staff review of applications for permits, certificates, approvals or other entitlements shall be limited to determining whether the following conditions are met: (a) The application is complete; and, (b) Owner has complied with the conditions of the City Council's approval of the Project, all applicable Uniform Codes, the Municipal Code, CEQA requirements (including any required mitigation measures) governing issuance of such permits or certificates, and Federal and State Laws; and, (c) Owner has obtained Design Review approval for the Project, including required approval of landscaping and common improvements; and, (cl) All applicable processing, administrative and legal fees have been paid subject to the provisions of this Agreement; and, Page 4 of 21 213 E. Grand Ave. Development Agt. September 26, 2008 (e) For Certificates of Occupancy only, Owner has completed, and the City has approved, the landscaping and common improvements for earlier phases of the Project. 5. Vesting of Approvals Upon the City's approval of the Design Review, Parcel Map, Planned Unit Development, Transportation Demand Management Plan, Use Permit and this Agreement, such approvals shall vest in Owner and its successors and assigns for the term of this Agreement, provided that the successors and assigns comply with the terms and conditions of all of the foregoing, including, but not limited to, submission of insurance certificates and bonds for the grading of the Property and construction of improvements. 6. Cooperation Between Parties in Implementation of This Agreement It is the Parties' express intent to cooperate with one another and diligently work to implement all land use and building approvals for development of the Property in accordance with the terms of this Agreement. Accordingly, Owner and the City shall proceed in a reasonable and timely manner, in compliance with the deadlines mandated by applicable agreements, statutes or ordinances, to complete all steps necessary for implementation of this Agreement and development of the Property in accordance with the terms of this Agreement. The City shall proceed in an expeditious manner to complete all actions required for the development of the Project, including, but not limited to, the following: (a) Scheduling all required public hearings by the City Council and City Planning Commission; and (b) Processing and checking all maps, plans, permits, building plans and specifications and other plans relating to development of the Property filed by Owner or its nominee, successor or assign as necessary for development of the Property, and inspecting and providing acceptance of or comments on work by Owner that requires acceptance or approval by the City. Owner, in a timely manner, shall provide the City with all documents, applications, plans and other information necessary for the City to carry out its obligations hereunder and to cause its planners, engineers and all other consultants to submit in a timely manner all necessary materials and documents. 7. Acquisition of Other Property; Eminent Domain In order to facilitate and insure development of the Project in accordance with the Plan Set and the City Council's approval, the City may assist Owner, at Owner's request and at Owner's sole cost and expense, in acquiring any easements or properties necessary for the satisfaction and completion of any off-site components of the Project required by the City Council to be constructed or obtained by Owner in the Council's approval of the Project and the Plan Set, in the event Owner is unable to acquire such easements or properties or Page 5 of 21 213 E. Grand Ave. Development Agt. September 26, 2008 is unable to secure the necessary agreements with the applicable property owners for such easements or properties. Owner expressly acknowledges that the City is under no obligation to use its power of Eminent Domain. 8. Maintenance Obligations on Property All of the Property subject to this Agreement shall be maintained by Owner or its successors in perpetuity in accordance with City requirements to prevent accumulation of litter and trash, to keep weeds abated, and to provide erosion control, and to comply with other requirements set forth in the Municipal Code, subject to City approval. (a) If Owner subdivides the property or otherwise transfers ownership of a parcel or building in the Project to any person or entity such that the Property is no longer under single ownership, Owner shall first establish an Owner's Association and submit Conditions, Covenants and Restrictions ("CC&Rs") to the City for review and approval by the City Attorney. Said CC&Rs shall satisfy the requirements of Section 19.36.040 of the Municipal Code. (b) Any provisions of said CC&Rs governing the Project relating to the maintenance obligations under this section shall be enforceable by the City. 9. Fees (a) Owner shall not be responsible for any fees imposed by the City in connection with the development and construction of the Project, except as otherwise set forth in this Agreement, the Use Permit, the Planned Unit Development Permit, and those in existence as of the Effective Date of this Agreement. (b) No fee requirements (except those identified herein) imposed by the City on or after the Effective Date and no changes to existing fee requirements (except those currently subject to periodic adjustments as specified in the adopting or implementing resolutions and ordinances) that occur on or after the Effective Date, shall apply to the Project. (c) Any existing application, processing, administrative, legal and inspection fees that are revised during the term of this Agreement shall apply to the Project provided that (i) such fees have general applicability; (ii) the application of such fees to the Property is prospective; and (iii) the application of such fees would not prevent development in accordance with this Agreement. 10. New Taxes Any subsequently enacted City-wide taxes shall apply to the Property, provided that: (i) the application of such taxes to the Property is prospective; and (ii) the application of such taxes would not prevent development in accordance with this Agreement. Page 6 of 21 213 E. Grand Ave. Development Agt. September 26, 2008 11. Assessments Nothing herein shall be construed to relieve the Property from common benefit assessments levied against it and similarly situated properties by the City pursuant to and in accordance with any statutory procedure for the assessment of property to pay for infrastructure and/or services that benefit the Property. 12. Additional Conditions Owner shall comply with all of the following requirements: (a) Traffic Impact Fees. Owner shall pay the following Traffic Impact Fees: Ouster Point Overpass Fees -Oyster Point Overpass fees shall be determined based on the application of the formula in effect as of the time the City .issues the first building permit for the Project, and shall be payable substantially concurrently with, but not later than, the issuance of such building permit. The City and Owner agree that any ancillary tenant amenity space will be treated as "General Office Building" for purposes of calculating the Oyster Point Overpass fees. 2. East of 101 Traffic Impact Fee -East of 101 Traffic Impact fees shall be determined based on the application of the formula in effect as of the time the City issues the first building permit for the Project, and shall be payable substantially concurrently with, but not later than, the issuance of such building permit. The City and Owner agree that any ancillary tenant amenity space will be treated as "Office/R&D" for purposes of calculating the East of 101 Traffic Impact fee. (b) Rails To Trails Improvements. 1. Should the rail corridor abutting the north boundary of the Property, and identified in the General Plan as a future bike path, become available for public use prior to July 31, 2011, the City may elect, at the City's option to be exercised in the City's reasonable discretion, to have Owner either install the improvements described in subsection 12(b)l.i. below for the portion of the corridor that directly abuts the Property or provide the cost estimates and funds described in subsection 12(b)2. below. The City shall give Owner written notice of its election. i. If the City so elects, Owner shall install improvements at its sole cost and expense for the portion of the corridor that directly abuts the Property. Said improvements shall include, but not be limited to, paving, lighting, and landscaping of a design and scope consistent with standard portions of the City's then existing Bay Trail. Page 7 of 21 213 E. Grand Ave. Development Agt. September 26, 2008 ii. Pursuant to Owner's obligation to install said improvements, Owner shall submit plans, including a cost estimate, for the improvements, to the City for review and approval. Owner shall complete construction of said improvements by the later of (A) the date that is two (2) years after the City gives Owner written notice that the City has elected to have Owner construct said improvements, and (B) December 31, 2013. 2. If the City does not elect to have Owner construct the improvements described in subsection 12(b)l.i. above or the rail corridor abutting the north boundary of the Property does not become available for public use prior to July 31, 2011, then, .prior to expiration of the Development Agreement: Owner shall (A) provide the City with a cost estimate, subject to the City's review and approval, of the costs that would be required for the improvements described in subsection 12(b)1. above; and (B) provide the City with the funds described in the cost estimate, to be used by the City solely to upgrade substandard portions of the City's then existing Bay Trail. ii. Owner shall provide said cost estimate and funds prior to issuance of a Certificate of Occupancy for the shell of the final building to be constructed as part of the Project, but no later than December 31, 2013. 3. If at any time the City decides to form an assessment district with the objective of acquiring and completing a rails to trails conversion for the rail corridor abutting the north boundary of the Property, Owner agrees not to oppose the formation of such a district. (c) Caltrain Station Enhancement Contribution. Owner shall pay an in-lieu fee to be used for enhancing, enlarging, repairing, restoring, renovating, remodeling, redecorating, and/or refurbishing the Caltrain Station located at 590 Dubuque Avenue and/or its associated facilities currently planned at the southeast corner of Airport Boulevard and Grand Avenue. The in-lieu fee shall be in the amount of two hundred ninety-one thousand six hundred thirty-four dollars ($291,634.00), and shall be payable in two (2) equal installments. One-half (1/2) of the in-lieu fee shall be payable substantially concurrently with, but not later than, the issuance of the building permit for the shell of the first building to be constructed as part of the Project, and one-half (1/2) of the in-lieu fee shall be payable prior to the issuance of a Certificate of Occupancy for the shell of the final building to be constructed as part of the Project, but no later than December 31, 2013. Payments of the in-lieu fee shall be deposited and held in a separate account by the City. The Parties intend for the entire in-lieu fee to be expended for the Caltrain Station enhancements and/or associated facilities described in this subsection no later than the date that is five (5) years after the date Owner pays the second Page 8 of 21 213 E. Grand Ave. Development Agt. September 26, 2008 installment of the in-lieu fee. If any portion of the in-lieu fee has not been expended for such enhancements and/or associated facilities as of such date, the City shall give Owner written notice of the amount of the unused portion and thereafter such unused portion may be expended by the City for any transit or public space improvements or enhancements in the East of 101 Area. (d) Transportation Demand Mana eg ment. Owner shall prepare an annual Transportation Demand Management (TDM) report, and submit same to the City, to document the effectiveness of the TDM plan in achieving the goal of thirty-five percent (35%) alternative mode usage by employees within the Project. The TDM report will be prepared by an .independent consultant, retained by the City with the approval of Owner (which approval shall not be unreasonably withheld or delayed) and paid for by Owner, which consultant will work in concert with Owner's TDM coordinator. The TDM report will include a determination of historical employee commute methods, which information shall be obtained by survey of all employees working in the buildings on the Property. One hundred percent (100%) of all non-responses will be counted as a drive alone trip. 1. TDM Reports: The initial TDM report for each building on the Property will be submitted two (2) years after the granting of a Certificate of Occupancy with respect to the building, and this requirement will apply to all buildings on the Property except the parking facilities. The second and all later reports with respect to each building shall be included in an annual comprehensive TDM report submitted to the City covering all of the buildings on the Property that are submitting their second or later TDM reports. Report Requirements: The goal of the TDM program is to encourage alternative mode usage, as defined in Chapter 20.120 of the Municipal Code. The initial TDM report shall either: (A) state that the applicable property has achieved thirty-five percent (35%) alternative mode usage, providing supporting statistics and analysis to establish attainment of the goal; or (B) state that the applicable property has not achieved the thirty-five percent (35%) alternative mode usage, providing an explanation of how and why the goal has not been reached, and a description of additional measures that will be adopted in the coming year to attain the TDM goal of thirty-five percent (35%) alternative mode usage. ii. Penalty for Non-Compliance: If, after the initial TDM report, subsequent annual reports indicate that, in spite of the changes in the TDM plan, the thirty-five percent (35%) alternative mode usage is still not being achieved, or if Owner fails to submit such a TDM report at the times .described above, the City may assess Owner a penalty in the amount of fifteen thousand dollars ($15,000.00) per year for each full percentage point below the minimum thirty-five percent (35%) alternative mode usage goal. Page 9 of 21 ' 213 E. Grand Ave. Development Agt. September 26, 2008 a. In determining whether a financial penalty is appropriate, the City may consider whether Owner has made a good faith effort to meet the TDM goals. b. If the City determines that Owner has made a good faith effort to meet the TDM goals but a penalty is still imposed, and such penalty is imposed within the first three (3) years of the TDM plan (commencing with the first year in which a penalty could be imposed), such penalty sums, in the City's sole discretion, may be used by Owner toward the implementation of the TDM plan instead of being paid to the City. If the penalty is used to implement the TDM Plan, an Implementation Plan shall be reviewed and approved by the City prior to expending any penalty funds. c. Notwithstanding the foregoing, the amount of any penalty shall bear the same relationship to the maximum penalty as the completed construction to which the penalty applies bears to the maximum amount of square feet of Office, Commercial, Retail and Research and Development use permitted to be constructed on the Property. For example, if there is 100,000 square feet of completed construction on the Property included within the TDM report with respect to which the penalty is imposed, the penalty would be determined by multiplying fifteen thousand dollars ($15,000.00) times a fraction, the numerator of which is 100,000 square feet and the denominator of which is the maximum amount of square feet of construction permitted on the Property (subtracting the square footage of the parking facilities); this amount would then be multiplied by the number of percentage points below the thirty-five percent (35%) alternative mode usage goal. d. The provisions of this Section are incorporated as Conditions of Approval for the Project and shall be included in the approved TDM for the Project. 13. Indemnity Owner agrees to indemnify, defend (with counsel selected by the City subject to the reasonable approval of Owner) and hold harmless the City, and its elected and appointed councils, boards, commissions, officers, agents, employees, and representatives from any and all claims, costs (including legal fees and costs) and liability for any personal injury or property damage which may arise directly or indirectly as a result of any actions or inactions by Owner, or any actions or inactions of Owner's contractors, subcontractors, agents, or employees in connection with the construction, improvement, operation, or maintenance of the Project, provided that Owner shall have no indemnification obligation Page 10 of 21 213 E. Grand Ave. Development Agt. September 26, 2008 with respect to gross negligence or willful misconduct of the City, its contractors, subcontractors, agents or employees or with respect to the maintenance, use or condition of any public improvement after the time it has been dedicated to and accepted by the City or another public entity (except as provided in an improvement agreement or maintenance bond). 14. Interests of Other Owners Owner has no knowledge of any reason why Owner, and any other persons holding legal or equitable interests in the Property as of the Effective Date, will not be bound by this Agreement. 15. Assignment (a) Right To Assign. Owner may at any time or from time to time transfer its right, title or interest in or to all or any portion of the Property. In accordance with Government Code Section 65868.5, the burdens of this Agreement shall be binding upon, and the benefits of this 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 Agreement relating to such transferred property shall be binding upon and inure to the benefit of the transferee. (b) Notice of Assignment or Transfer. No transfer, sale or assigmment of Owner's rights, interests and obligations under this Agreement shall occur without prior written notice to the City and approval by the City Manager, which approval shall not be unreasonably withheld or delayed. The City Manager shall consider and decide the matter within ten (10) days after Owner's notice, provided all necessary documents, certifications and other information are provided to the City Manager. (c) Exception for Notice. Notwithstanding Section 15(b), Owner may at any time, upon notice to the City but without the necessity of any approval by the City, transfer the Property or any part thereof and all or any part of Owner's rights, interests and obligations under this Agreement to: (i) any subsidiary, affiliate, parent or other entity which controls, is controlled by or is under common control with Owner, (ii) any member or partner of Owner or any subsidiary, parent or affiliate of any such member or partner; or (iii) any successor or successors to Owner by merger, consolidation, non-bankruptcy reorganization or government action. As used in this subsection, "control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies, whether through the ownership of voting securities, partnership interest, contracts (other than those that transfer Owner's interest in the property to a third party not specifically identified in this subsection) or otherwise. (d) Release Upon Transfer. ~ Upon the transfer,. sale, or assignment of all of Owner's rights, interests and obligations under this Agreement pursuant to Section 15(a), Page 1 l of 21 213 E. Grand Ave. Development Agt. September 26, 2008 Section 15(b) or Section 15(c) of this Agreement, Owner shall be released from the obligations under this Agreement, with respect to the Property transferred, sold, or assigned, arising subsequent to the date of the City Manager's approval of such transfer, sale, or assignment or the effective date of such transfer, sale or assignment, whichever occurs later; provided, however, that if any transferee, purchaser or assignee approved by the City Manager expressly assumes any right, interest or obligation of Owner under this Agreement, Owner shall be released with respect to such rights, interests and assumed obligations. In any event, the transferee, purchaser or assignee shall be subject to all the provisions hereof and shall provide all necessary documents, certifications and other necessary information prior to City Manager approval. (e) Owner's Right To Retain Specified Rights or Obli atg ions. Notwithstanding Section 15(a) and Section 15(c), Owner may withhold from a sale, transfer or assignment of this Agreement certain rights, interests and/or obligations which Owner shall retain, provided that Owner specifies such rights, interests and/or obligations in a written document to be appended to or maintained with this Agreement and recorded with the San Mateo County Recorder prior to or concurrently with the sale, transfer or assignment of the Property. Owner's purchaser, transferee or assignee shall then have no interest in or obligations for such retained rights, interests and obligations and this Agreement shall remain applicable to Owner with respect to such retained rights, interests and/or obligations. (f) Time for Notice. Within ten (10) days of the date escrow closes on any such transfer, Owner shall notify the City in writing of the name and address of the transferee. Said notice shall include a statement as to the obligations, including any mitigation measures, fees, improvements or other conditions of approval, assumed by the transferee. Any transfer which does not comply with the notice requirements of this Section and Section 15(b) shall not release the Owner from its obligations to the City under this Agreement until such time as the City is provided notice in accordance with Section 15(b). 16. Insurance (a) Public Liability and Property Damage Insurance. During the term of this Agreement, Owner shall maintain in effect a policy of comprehensive general liability insurance with aper-occurrence combined single limit of not less than ten million dollars ($10,000,000.00) and a deductible of not more than ten thousand dollars ($10,000.00) per claim. The policy so maintained by Owner shall name -the City as an additional insured and shall include either a severability of interest clause or cross-liability endorsement. (b) Workers Compensation Insurance. During the term of this Agreement, Owner shall maintain Worker's Compensation insurance for all persons employed by Owner for work at the Project site. Owner shall require each contractor and subcontractor similarly to provide Worker's Compensation insurance for its Page 12 of 21 213 E. Grand Ave. Development Agt. September 26, 2008 respective employees. Owner agrees to indemnify the City for any damage resulting from Owner's failure to maintain any such required insurance. (c) Evidence of Insurance. Prior to City Council approval of this Agreement, Owner shall furnish the City satisfactory evidence of the insurance required in subsections (a) and ~ and evidence that the carrier will provide the City at least ten (10) days prior written notice of any cancellation or reduction in coverage of a policy if the reduction results in coverage less than that required by this Agreement. 1. In the event of a reduction (below the limits required in this Agreement) or cancellation in coverage, or change in insurance carriers or policies, Owner shall, prior to such reduction, cancellation or change, provide at least ten (10) days prior written notice to the City, regardless of any notification by the applicable insurer. If the City discovers that the policies have been cancelled or reduced below the limits required in this Agreement and no notice has been provided by either insurer or Owner, said failure shall constitute a material breach of this Agreement. 2. In the event of a reduction (below the limits required by this Agreement) or cancellation in coverage, Owner shall have five (5) days in which to provide evidence of the required coverage during which time no persons shall enter the Property to construct improvements thereon, including construction activities related to the landscaping and common improvements. Additionally, no persons not employed by existing tenants shall enter the Property to perform such work until such time as the City receives evidence of substitute coverage. 3. If Owner fails to obtain substitute coverage within five (5) days, the City may obtain, but is not required to obtain, substitute coverage and charge Owner the cost of such coverage plus an administrative fee equal to ten percent (10%) of the premium for said coverage. (d) The insurance shall include the City, its elective and appointive boards, commissions, officers, agents, employees and representatives as additional insureds on the policy. 17. Covenants Run With The Land The terms of this Agreement are legislative in nature, and apply to the Property as regulatory ordinances. During the term of this Agreement, all of the provisions, agreements, rights, powers, standards, terms, covenants and obligations contained in this Agreement shall run with the land and shall be binding upon the Parties and their. respective heirs, successors (by merger, consolidation or otherwise) and assigns, devisees, administrators, representatives, lessees and all other persons or entities acquiring the Property, any lot, parcel or any portion thereof, and any interest therein, Page 13 of 21 213 E. Grand Ave. Development Agt. September 26, 2008 whether by sale, operation of law or other manner, and they shall inure to the benefit of the Parties and their respective successors. 18. 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 Agreement, such provisions of this Agreement shall be modified (in accordance with Section 19 set forth below) or suspended as may be necessary to comply with such State or Federal laws or regulations. Notwithstanding the foregoing, Owner shall have the right to challenge, at its sole cost, in a court of competent jurisdiction, the law or regulation preventing compliance with the terms of this Agreement and, if the challenge in a court of competent jurisdiction is successful, this Agreement shall remain unmodified and in full force and effect. 19. Procedure for Modification Because of Conflict With State or Federal Laws 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 Agreement or require changes in plans, maps or permits approved by the City, the Parties shall meet and confer in good faith in a reasonable attempt to modify this Agreement to comply with such State or Federal law or regulation. Any such amendment or suspension of the Agreement shall be approved by the City Council in accordance with Chapter 19.60 of the Municipal Code. 20. Periodic Review (a) During the term of this Agreement, the City shall conduct "annual" and/or "special" reviews of Owner's good faith compliance with the terms and conditions of this Agreement in accordance with the procedures set forth in Chapter 19.60 of the Municipal Code. The City may recover reasonable costs incurred in conducting said review, including staff time expended and attorneys' fees. (b) At least five (5) calendar days prior to any hearing on any annual or special review, the City shall mail Owner a copy of all staff reports and, to the extent practical, related exhibits. Owner shall be permitted an opportunity to be heard orally or in writing regarding its performance under this Agreement before the City Council or, if the matter is referred to the Planning Commission, then before said Commission. Following completion of any annual or special review, the City shall give Owner a written Notice of Action, which Notice shall include a determination, based upon information known or made known to the City Council or the City's Planning Director as of the date of such review, whether Owner is in default under this Agreement and, if so, the alleged nature of the default, a reasonable period to cure such default, and suggested or potential actions that the City may take if such default is not cured by Owner. Page 14 of 21 213 E. Grand Ave. Development Agt. September 26, 2008 21. Amendment or Cancellation of Agreement This Agreement may be further amended or terminated only in writing and in the manner set forth in Government Code Sections 65865.1, 65867.5, 65868, 65868.5 and Chapter 19.60 of the Municipal Code. 22. Agreement is Entire Agreement This Agreement and all. exhibits attached hereto or incorporated herein contain the sole and entire agreement between the Parties concerning Owner's entitlements to develop the Property. The Parties acknowledge and agree that neither of them has made any representation with respect to the subject matter of this Agreement or any representations inducing the execution and delivery hereof, except representations set forth herein, and each Party acknowledges that it has relied on its own judgment in entering this Agreement. The Parties further acknowledge that all statements or representations that heretofore may have been made by either of them to the other are void and of no effect, and that neither of them has relied thereon in its dealings with the other. 23. Events of Default Owner shall be in default under this 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 Municipal Code that, upon the basis of substantial evidence, Owner has not complied in good faith with the terms and conditions of this Agreement; or, (c) Owner fails to fulfill any of its obligations set forth in this Agreement and such failure continues beyond any applicable cure period provided in this Agreement. This provision shall not be interpreted to create a cure period for any event of default where such cure period is not specifically provided for in this Agreement. 24. Procedure Upon Default (a) Upon the occurrence of an event of default, the City may terminate or modify this Agreement in accordance with the provisions of Government Code Section 65865.1 and of Chapter 19.60 of the 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 Agreement. Page 15 of 21 213 E. Grand Ave. Development Agt. September 26, 2008 (c) No waiver or failure by the City or Owner to enforce any provision of this Agreement shall be deemed to be a waiver of any provision of this Agreement or of any subsequent breach of the same or any other provision. (d) Any actions for breach of this Agreement shall be decided in accordance with California law. The remedy for breach of this Agreement shall be limited to specific performance. (e) The City shall give Owner written notice of any default under this 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; provided, however, that if such default is not capable of being cured within such thirty (30) day period, Owner shall have such additional time to cure as is reasonably necessary. 25. Attorneys Fees and Costs (a) Action By Partv. If legal action by either Party is brought because of breach of this Agreement or to enforce a provision of this Agreement, the~prevailing Party is entitled to reasonable attorneys' fees and court costs. (b) Action By Third Partv. If any person or entity not a party to this Agreement initiates an action at law or in equity to challenge the validity of any provision of this Agreement or the Project approvals, the Parties shall cooperate in defending such action. Owner shall bear its own costs of defense as a real party in interest in any such action, and shall reimburse the City for all reasonable court costs and attorneys' fees expended by the City in defense of any such action or other proceeding. 26. Severability If any material term or condition of this 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 Agreement, then either Party may elect in writing to invalidate this entire Agreement, and thereafter this entire Agreement shall be deemed null and void and of no further force or effect following such election. 27. 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 Agreement, this Agreement being for the sole benefit and protection of the Parties and their respective successors. Similarly, 'no amendment or waiver of any provision of this Agreement shall require the consent or acknowledgment of any person not a party or successor to this Agreement. Page 16 of 21 213 E. Grand Ave. Development Agt. September 26, 2008 28. Bindinl? Effect of Agreement The provisions .of this Agreement shall bind and inure to the benefit of the Parties originally named herein and their respective successors and assigns. 29. Relationship of Parties It is understood that this Agreement is a contract that has been negotiated and voluntarily entered into by the City and Owner and that Owner is not an agent of the City. The Parties do not intend to create a partnership, joint venture or any other joint business relationship by this Agreement. The City and Owner hereby renounce the existence of any form of joint venture or partnership between them, and agree that nothing contained herein or in any document executed in connection herewith shall be construed as making the City and Owner joint venturers. or partners. Neither Owner nor any of Owner's agents or contractors are or shall be considered to be agents of the City in connection with the performance of Owner's obligations under this Agreement. 30. BankruptcX The obligations of this Agreement shall not be dischargeable in bankruptcy. 31. Mortgagee Protection: Certain Rights of Cure (a) Mortgagee Protection. This Agreement shall be superior and senior to all liens placed upon the Property or any portion thereof after the date on which this Agreement or a memorandum of this Agreement is recorded with the San Mateo County Recorder, including the lien of any deed of trust or mortgage ("Mort~a~e"). Notwithstanding the foregoing, no breach hereof shall defeat, invalidate, diminish or impair the lien of any Mortgage made in good faith and for value; but all of the terms and conditions contained in this Agreement shall be binding upon and effective against all persons and entities, including all deed of trust beneficiaries or mortgagees ("Mortgagees"), who acquire title to the Property or any portion thereof by foreclosure, trustee's sale, deed in lieu of foreclosure or otherwise. (b) Mortgagee Not Obli ag ted. No foreclosing Mortgagee shall have any obligation or duty under this Agreement to construct or complete the construction of any improvements required by this Agreement, or to pay for or guarantee construction or completion thereof. The City, upon receipt of a written request therefor from a foreclosing Mortgagee, shall permit the Mortgagee to succeed to the rights and obligations of Owner under this Agreement, provided that all defaults by Owner hereunder that are reasonably susceptible of being cured are cured by the Mortgagee as soon as is reasonably possible. The foreclosing Mortgagee thereafter shall comply with all of the provisions of this Agreement. (c) Notice of Default To Mortgagee. If the City receives notice from a Mortgagee requesting a copy of any notice of default given to Owner hereunder and • Page 17 of 21 213 E. Grand Ave. Development Agt. September 26, 2008 specifying the address for service thereof, the City shall deliver to the Mortgagee concurrently with service thereof to Owner, all notices given to Owner describing all claims by the City that Owner has defaulted hereunder. If the City determines that Owner is in noncompliance with this Agreement, the City also shall serve notice of noncompliance on the Mortgagee, concurrently with service thereof on Owner. Until such tune as the lien of the Mortgage has been extinguished, the City shall: 1. Take no action to terminate this Agreement or exercise any other remedy under this Agreement, unless the Mortgagee shall fail, within thirty (30) days of receipt of the notice of default or notice of noncompliance, to cure or remedy or commence to cure or remedy such default or noncompliance; provided, however, that if such default or noncompliance is of a nature that cannot be remedied by the Mortgagee or is of a nature that can only be remedied by the Mortgagee after such Mortgagee has obtained possession of and title to the Property, by deed-in-lieu of foreclosure or by foreclosure or other appropriate proceedings, then such default or noncompliance shall be deemed to be remedied by the Mortgagee if, within ninety (90) days after receiving the notice of default or notice of noncompliance from the City, (i) the Mortgagee shall have acquired title to and possession of the Property, by deed-in-lieu of foreclosure, or shall have commenced foreclosure or other appropriate proceedings, and (ii) the Mortgagee diligently prosecutes any such foreclosure or other proceedings to completion. 2. If the Mortgagee is prohibited from commencing or prosecuting foreclosure or other appropriate proceedings by reason of any process or injunction issued by any court or by reason of any action taken by any court having jurisdiction over any bankruptcy or insolvency proceeding involving Owner, then the times specified above for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition. (d) Performance By Mortgagee. Each Mortgagee shall have the right, but not the obligation, at any time prior to termination of this Agreement, to do any act or thing required of Owner under this Agreement, and to do any act or thing not in violation of this Agreement, that may be necessary or proper in order to prevent termination of this Agreement. All things so done and performed by a Mortgagee shall be as effective to prevent a termination of this Agreement as the same would have been if done and performed by Owner instead of by the Mortgagee. No action or inaction by a Mortgagee pursuant to this Agreement shall relieve Owner of its obligations under this Agreement. (e) Mortgagee's Consent To Modifications. Subject to the sentence immediately following, the City shall not consent to any amendment or modification of this Agreement unless Owner provides the City with written evidence of each Mortgagee's consent, which consent shall not be unreasonably withheld, to the Page 18 of 21 213 E. Grand Ave. Development Agt. September 26, 2008 amendment or modification of this Agreement being sought. Each Mortgagee shall be deemed to have consented to such amendment or modification if it does not object to the City by written notice given to the City within thirty (30) days from the date written notice of such amendment or modification is given by the City or Owner to the Mortgagee, reasonable evidence of the delivery of which notice shall be provided to the City if given only by Owner. 32. Estoppel Certificate Either Party from time to time may deliver written notice to the other Party requesting written certification that, to the knowledge of the certifying Party, (i) this Agreement is in full force and effect and constitutes a binding obligation of the Parties; (ii) this Agreement has not been amended or modified either orally or in writing, or, if it has been amended or modified, specifying the nature of the amendments or modifications; and (iii) the requesting Party is not in default in the performance of its obligations under this Agreement, or if in default, describing therein the nature and monetary amount, if any, of the default. A Party receiving a request hereunder shall endeavor to execute and return the certificate within ten (10) days after receipt thereof, and shall in all events execute and return the certificate within thirty (30) days after receipt thereof. However, a failure to return a certificate within ten (10) days shall not be deemed a default of the Party's obligations under this Agreement and no cause of action shall arise based on the failure of a Party to execute such certificate within ten (10) days. The City Manager shall have the right to execute the certificates requested by Owner hereunder provided the certificate is requested within six (6) months of any annual or special review. The City acknowledges that a certificate hereunder may be relied upon by permitted transferees and Mortgagees. At the request. of Owner, the certificates provided by the City establishing the status of this Agreement with respect to any lot or parcel shall be in recordable form, and Owner shall have the right to record the certificate for the affected portion of the Property at its cost. 33. Force Majeure Notwithstanding anything to the contrary contained herein, either Party shall be excused for the period of any delay in the performance of any of its obligations hereunder, except the payment of money, when prevented or delayed from so doing by certain causes beyond its control, including, and limited to, major weather differences from the normal weather conditions for the South San Francisco area, war, acts of God or of the public enemy, fires, explosions, floods, earthquakes, invasions by non-United States armed forces, failure of transportation due to no fault of the Parties, unavailability of equipment, supplies, materials or labor when such unavailability occurs despite the applicable Party's good faith efforts to obtain same (good faith includes the present and actual ability to pay market rates for said equipment, materials, supplies and labor), strikes of employees other than Owner's, freight embargoes, sabotage, riots, acts of terrorism and acts of the government. The Party claiming such extension of time to perform shall send written notice of the claimed extension to the other Party within thirty (30) days from the commencement of the cause entitling the Party to the extension. Page 19 of 21 213 E. Grand Ave. Development Agt. September 26, 2008 34. 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 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. (d) The captions in this Agreement are for convenience only, are not a part of this Agreement and do not in any way limit or amplify the provisions thereof. (e) This Agreement shall be interpreted and enforced in accordance with the laws of the State of California in effect on the date thereof. 35. Exhibits Exhibit A-1 -Legal Description and Map of Primary Property Exhibit A-2 -Legal Description and Map of Adjacent Property Exhibit B -Use Permit, including Plan Set and Conditions of Project Approval 36. Notices All notices required or provided for under this Agreement shall be in writing and delivered in person (to include delivery by courier) or sent by certified mail, postage prepaid, return receipt requested or by overnight delivery service. Notices to the City shall be addressed as follow: City Clerk P.O. Box 711, 400 Grand Avenue South San Francisco, CA 94080 Notices to Owner shall be addressed as follows: ARE-San Francisco No. 21, L.P. c/o Alexandria Real Estate Equities 385 E. Colorado Boulevard, Suite 299 Pasadena,. CA 91101 Attn:. Corporate Secretary 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. ************************************************ Page 20 of 21 213 E. Grand Ave. Development Agt. September 26, 2008 IN WITNESS WHEREOF this Agreement has been executed by the Parties on the day and year first above written. CITY: CITY OF SOUTH SAN FRANCISCO By: ATTEST: City Clerk APPROVED AS TO FORM: Barry M. Nagel, City Manager Steven T. Mattas, City Attorney OWNER: ARE-SAN FRANCISCO NO. 21, L.P., a California limited partnership By: ARE-SAN FRANCISCO NO. 21 GP, LLC, a Delaware limited liability company, General Partner By: ALEXANDRIA REAL ESTATE EQUITIES, L.P., a Delaware limited partnership, Managing Member By: ARE-QRS CORP., a Maryland corporation, General Partner By: Print Name: Print Title: Page 21 of 21 213 E. Grand Ave. Development Agt. September 26, 2008 EXHIBIT A-1 PRIMARY PROPERTY DESCRIPTION The land referred to in this Agreement as the "Primary Property" is situated in the City of South San Francisco, County of San Mateo, State of California, more particularly described as follows: Parcel A, Parcel Map 93-301, filed for record November [8], 1993, in Book 67 of Maps, at Pages 5 and 6, San Mateo County Records. Assessor's Parcel No. 015-041-300 EXHIBIT A-2 ADJACENT PROPERTY DESCRIPTION The land referred to in this Agreement as the "Adjacent Property" is situated in the City of South San Francisco, County of San Mateo, State of California, more particularly described as follows: Beginning at the southwesterly corner of the lands described in Parcel 3 in deed to Milland Development Company, a corporation, recorded December 29, 1954, in Book 2716 of Official Records; of San Mateo County, at page 407 (13837-M) on the northerly line of East Grand Avenue; thence from said point of beginning along the northerly line of East Grand Avenue, north 89° 52' 30" east 202.07 feet to the true point of beginning of the lands to be described; thence north 53° 22' 42" east 201.62 feet; thence south 56° 37' 18" east 83.08 feet; thence south 33° 22' 42" west 146.62 feet to the northerly line of East Grand Avenue above mentioned; thence along the last mentioned line south 89° 52' 30" west 99.63 feet to the true point of beginning. Assessor's Parcel No. 015-041-050-4 EXHIBIT B USE PERMIT PLAN SET [ See Following Pages ] Exhibit C Development Agreement Included as Exhibit A to City Council Ordinance RESOLUTION NO. PLANNING COMMISSION, CITY OF SOUTH SAN FRANCISCO STATE OF CALIFORNIA A RESOLUTION RECOMMENDING THAT THE CITY COUNCIL MAKE FINDINGS AND CERTIFY AN ENVIRONMENTAL IMPACT REPORT INCLUDING A STATEMENT OF OVERRIDING CONSIDERATIONS AND MITIGATION MONITORING AND REPORTING PROGRAM FOR THE 213-217 EAST GRAND AVENUE OFFICE R&D PROJECT. WHEREAS, an application was submitted by Alexandria Real Estate Equities to approve a nine-story, 291,634 square foot Office/Research and Development building, including afive-level parking garage and a tenant amenity ("Project") at 213-217 East Grand Avenue, in the P-I Planned Industrial Zone District; and WHEREAS, the City determined that an Environmental Impact Report (EIR) was required to evaluate the impacts of the proposed project; and WHEREAS, The Final EIR (FEIR) for the Project consists of the Draft EIR, Response to Comments, and the Mitigation Monitoring and Reporting Program; and WHEREAS, the Draft was prepared and circulated for 45-day public/agency review period from May 16, 2008 through July 3, 2008; and WHEREAS, notices of the availability of the Draft EIR were published in the San Mateo Times, mailed to property owners within a 300-foot radius of the site, noticed to local agencies and cities, and circulated through the State Clearinghouse; and WHEREAS, the Planning Commission held a duly noticed meeting during the review period on June 19, 2008 to take public testimony on the Draft EIR; and WHEREAS, the Draft Environmental Impact Report reviewed and analyzed the following potential environmental impacts: • Aesthetics including the visual character of the proposed project, including lighting; • Air Quality, including construction dust; • Geology and Soils, including ground shaking, soil stability, landslides, lateral spreading, liquefaction and expansive soils; • Hazardous materials; • Hydrology and Water Quality, including water quality degradation; • Land Use and Planning, including the maximum square footage of development allowed by the General Plan; • Noise; • Transportation and Circulation, including trips generated in peak hours, impacts to freeway segments, declines in Level of Service at nearby intersections, and restrictions on parking to reduce congestion; • Utilities, including water availability, and impacts to aging wastewater collection facilities and cumulative demand for wastewater treatment capacity; • Project alternatives; and • Cumulative impacts WHEREAS, a Final EIR was prepared, including responses to comments received on the Draft EIR and sent to agencies and individuals from whom comments on the Draft EIR were received; and WHEREAS, the Planning Commission has reviewed and carefully considered the information in the DEIR and the Final EIR at a duly noticed public hearing held on September 18, 2008, and recommends their certification as objective and accurate documents that reflect the independent judgment of the City in the identification, discussion and mitigation of the Project's environmental impacts; and WHEREAS, mitigation measures have been incorporated into the Project to reduce identified impacts to a level of less than significant for all but one impact; and WHEREAS, no feasible mitigation exists for the one significant and unavoidable transportation impact that would reduce the impact to aless-than-significant level; and WHEREAS, the Project cannot be approved unless a Statement of Overriding Considerations is adopted which evaluates the benefits of the proposed Project against its unavoidable transportation impact, and an earlier Statement of Overriding Considerations was made by the City and also applies to the Project as follows: 1. The City of South San Francisco approved an update to its General Plan and Environmental Impact Report in October, 1999. The City Council made a statement of overriding considerations in its approval of the General Plan update, because the measures identified to mitigate for traffic congestion along US 101 and regional air pollution would not be sufficient to reduce the impacts to less than significant levels. 2. The 213-217 East Grand Avenue Office/R&D Project would impact some of the same freeway segments that were identified in the General Plan EIR and whose traffic effects .could only be partially mitigated. 3. Therefore, the Statement of Overriding Considerations that was made for approval of the General Plan would also apply to decision-making on the 213-217 East Grand Project by the City. 4. Additionally, the Project offers specific benefits as stated in the Statement of Overriding Considerations adopted for the Project, as found in the Findings of Fact and Statement of Overriding Considerations incorporated herein. NOW, THEREFORE, BE IT RESOLVED that based on the entirety of the record before it, which includes without limitation, the South San Francisco General Plan, the California Environmental Quality Act, Public Resources Code § 21000, et seq. ("CEQA") and the CEQA Guidelines, 14 California Code of Regulations § 15000, et seq., the project application including site plans, all reports, minutes, and testimony submitted as part of the Planning Commission's duly noticed October 2, 2008, meeting, and any other evidence (within the meaning of Public Resources Code §21080(e) and §21082.2), the Planning Commission hereby finds as follows: The foregoing recitals are true and correct. 2. Based on the Planning Commission's independent judgment and analysis, the Planning Commission makes the findings regarding the Project's significant impacts and project alternatives set forth in Exhibit A, attached hereto and incorporated by reference. BE IT FURTHER RESOLVED that the Planning Commission hereby recommends that the South San Francisco City Council make the CEQA findings attached as Exhibit A, and certify EIR- 07-0001, including a Statement of Overriding Considerations, attached as Exhibit B, and Mitigation Monitoring and Reporting Program, attached as Exhibit C. BE IT FURTHER RESOLVED that the resolution shall become effective immediately upon its passage and adoption. I hereby certify that the foregoing resolution was adopted by the Planning Commission of the City of South San Francisco at the regular meeting held on the day of , 2008 by the following vote: AYES: NOES: ABSTENTIONS: ABSENT: Attest: Susy Kalkin Secretary to the Planning Commission 1147018.1 Exhibit C Mitigation Monitoring and Reporting Program Included in Final EIR Exhibit A CEQA Findings EXHIBIT A Section I: Introduction Prior to approving a project for which an EIR has been certified, a lead agency must make findings as to each significant impact. (Pub. Resources Code, § 21081; CEQA Guidelines, § 15091, subd. (a).) As articulated in Section 15091 (a) of the CEQA Guidelines: (a) No public agency shall approve or carry out a project for which an EIR has been certified which identifies one or more significant environmental effects of the project unless the public agency makes one or more written findings for each of those significant effects, accompanied by a brief explanation of the rationale for each finding. The possible findings are: (1) Changes or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant environmental effect as identified in the final EIR. (2) Such changes or alterations are within the responsibility and jurisdiction of another public agency and not the agency making the finding. Such changes have been adopted by such other agency or can and should be adopted by such other agency. (3) Specific economic, legal, social, technological, or other considerations, including provision of employment opportunities for highly trained workers, make infeasible the mitigation measures or project alternatives identified in the final EIR. (CEQA Guidelines, § 15091.) A lead agency need not make any findings for impacts that the EIR concludes are less than significant. (See ibid.; see also Sequoyah Hills Homeowners Assn. v. City of Oakland (1993) 23 Cal.App.4th 704, 716.) Pursuant to these requirements, the City hereby makes the following findings with respect to the potentially significant impacts of the project. Section 11: General Findings As required by CEQA, the City, in adopting these CEQA Findings and the Statement of Overriding Considerations, also adopts a Mitigation Monitoring and Reporting Program for the project. The City finds that the Mitigation Monitoring and Reporting Program (MMRP), which is incorporated by reference and made a part of these findings included as Exhibit C to the Resolution, meets the requirements of Public Resources Code Section 21081.6 by providing for the implementation and monitoring of measures intended to mitigate potentially significant effects of the project. In accordance with CEQA and the CEQA Guidelines, the City adopts these findings as part of the certification of the Final EIR for the project. For purposes of CEQA and the findings set forth herein, the record of proceedings for the City's decision on the project consists of, without limitation: a) matters of common knowledge to the City, including, but not limited to, federal, State and local laws and regulations; and b) the following documents which are in the custody of the City, and available for review by the public at the City's Planning Department, City Hall Annex, 400 Grand Avenue, South San Francisco, CA: • Notice of Preparation and other public notices issued by the City in conjunction with the project; • The Public Review Draft EIR; • All written comments submitted by agencies and members of the public during the public comment period on the Draft EIR and responses to those comments; • The Mitigation Monitoring and Reporting Program; • All findings, statements of overriding consideration, and resolutions adopted by the City in connection with the Project, and all documents cited or referred therein; • All final reports, studies, memoranda, maps, correspondence, and all planning documents prepared by the City or the consultants, or responsible or trustee agencies with respect to: a) the City's compliance with CEQA; b) the Project site; or c) the City's action on the Project; and • All documents submitted to the City by agencies or members of the public in connection with the project. Pursuant to Public Resources Code Section 21082.1(c)(3), the City also finds that the Final EIR reflects the City's independent judgment as the lead agency for the project. Section III: Findings Regarding Potentially Significant Impacts of the Proposed Project AIR QUALITY Impact Air-1: Construction Dust and Exhaust. Construction activity involves a high potential for the emission of air pollutants. Construction activities would generate exhaust emissions from vehicles/equipment and fugitive particulate matter emissions that would affect local air quality. Mitigation Measure Air-1: Dust Suppression and Exhaust Reduction Procedures. The following basic, enhanced and additional measures are recommended for inclusion in construction contracts to control fugitive dust emissions during construction. Measures to reduce construction exhaust will additionally reduce particulate matter from the exhaust of diesel-powered construction vehicles. Basic Measures • Water all active construction areas at least twice daily. • Pave, apply water three times daily, or apply (non-toxic) soil stabilizers on all unpaved access roads, parking areas and staging areas at construction site. • Water or cover stockpiles of debris, soil, sand or other materials that can be blown by the wind. • Cover all trucks hauling soil, sand, and other loose materials or require all trucks to maintain at least two feet of freeboard. • Sweep daily (preferably with water sweepers) all paved access road, parking areas and staging areas at construction sites. 2 • Sweep streets daily (preferably with water sweepers) if visible soil material is carried onto adjacent public streets. • Limit construction equipment idling time. • Properly tune construction equipment engines, and install particulate traps on diesel equipment. Enhanced Measures • Hydroseed or apply (non-toxic) soil stabilizers to inactive construction areas (previously graded areas inactive for ten days or more). • Enclose, cover, water twice daily or apply (non-toxic) soil binders to exposed stockpiles (dirt, sand, etc.). • Limit traffic speeds on unpaved roads to 15 mph. • Install sandbags or other erosion control measures to prevent silt runoff to public roadways. • Replant vegetation in disturbed areas as quickly as possible. Additional Measures • Install wheel washers for all exiting trucks, or wash off the tires or tracks of all trucks and equipment leaving the site. • Suspend excavation and grading activity when winds (instantaneous gusts) exceed 25 mph. Measures to Reduce Construction Exhaust The measures listed below should be implemented to reduce diesel particulate matter and NOx emissions from on-site construction equipment: • At least 50 percent of the heavy-duty, off-road equipment used for construction shall be CARB-certified off-road engines or equivalent, or use alternative fuels (such as biodiesel or water emulsion fuel) that result in lower emissions. • Use add-on control devices such as diesel oxidation catalysts or particulate filters. • Opacity is an indicator of exhaust particulate emissions from off-road diesel powered equipment. The Project shall ensure that emissions from all construction diesel powered equipment used on the Project site do not exceed 40 percent opacity for more than three minutes in any one hour. Any equipment found to exceed 40 percent opacity (or Ringelmann 2.0) shall be prohibited from use on the site until repaired. • The contractor shall install temporary electrical service whenever possible to avoid the need for independently powered equipment (e.g., compressors). • Diesel equipment standing idle for more than two minutes shall be turned off. This would include trucks waiting to deliver or receive soil, aggregate or other bulk materials. Rotating drum concrete trucks could keep their engines running continuously as long as they were on site. • Properly tune and maintain equipment for low emissions. Finding Air-1: Implementation of Mitigation Measure Air-1 is feasible and compliance with the measure will be required and enforced through the MMRP. Mitigation Measure Air-1 will reduce the impact to a less than significant level. The basic, enhanced and additional measures will be added to construction contracts will help control fugitive dust emissions during construction. Measures to reduce construction exhaust will additionally reduce particulate matter from the exhaust ofdiesel-powered construction vehicles. Accordingly, after implementation of the mitigation measure, this impact will be less-than-significant. Impact Air-3: Cumulative Air Quality Impacts. The proposed Project would contribute to regional air quality emissions, but would not exceed BAAQMD emissions thresholds for ROG, NOx and PM10. This would be considered aless-than-significant impact. While the Project is not expected to have a significant impact on cumulative air quality, and therefore no mitigation is required under CEQA, the following mitigation measure has been proposed to ensure that cumulative air quality impacts remain less than significant. Mitigation Measure: Air-3: Transportation Demand Management Program. Implementation of a Transportation Demand Management Program is required, as described in Mitigation Measure Traf-1 of the Transportation and Circulation chapter. This Program would reduce the number of vehicle trips to and from the Project site. The following components should be considered for inclusion in the Program to further reduce Project impacts to air quality: • Support shuttle service to BART and Caltrain. There are currently shuttles that serve employers in the area. • Provide bicycle amenities so that employees could bicycle to the Project. Such amenities could include safe onsite bicycle access and convenient storage (bike racks). Amenities for employees could include secure bicycle parking, lockers, and shower facilities. • The Project should include sidewalks with shade trees that provide safe and convenient access to the Project and any shuttle or future bus stops that serve the Project. • For all buildings, provide outdoor electrical outlets and encourage the use of electrical landscape maintenance equipment. Also, provide electrical outlets for recharging electrical vehicles in commercial and industrial parking lotslstructures. Provide 110 and 220 Volt outlets at all loading docks and prohibit trucks from using their auxiliary equipment powered by diesel engines for more than 5 minutes. • Provide new trees that would shade buildings and walkways in summer to reduce the cooling loads on buildings. Finding: Air-3: Implementation of this mitigation measure will be required and enforced through the MMRP. The measure helps further minimize an already less-than-significant impact. This mitigation measure would reduce the number of vehicle trips to and from the Project site, thereby further reducing Project impacts to air quality. 4 GEOLOGY AND SOILS Impact Geo-2: Seismic Ground Shaking. There is a high probability that the proposed development will be subjected to strong to violent ground shaking from an earthquake during its design life. Strong to violent seismic ground shaking is considered a potentially significant impact. Mitigation Measure Geo-2a: Compliance with California Building Code. Project development shall meet requirements of the California Building Code, including the California Building Standards, published by the International Conference of Building Officials, and as modified by the amendments, additions and deletions as adopted by the City of South San Francisco, California. Incorporation of seismic construction standards would reduce the potential for catastrophic effects of ground shaking, such as complete structural failure, but will not completely eliminate the hazard of seismically induced ground shaking. Mitigation Measure Geo-2b: Compliance with a design level Geotechnical Investigation report prepared by a Registered Geotechnical Engineer and with Structural Design Plans as prepared by a Registered Structural Engineer. Proper foundation engineering and construction shall be performed in accordance with the recommendations of aRegistered Geotechnical Engineer and a Registered Structural Engineer. The structural engineering design, with supporting Geotechnical Investigation, shall incorporate seismic parameters compliant with the California Building Code. Finding Geo-2: Implementation of these mitigation measures will be required and enforced through the MMRP. The measure will reduce the impact of seismic ground shaking to ales-than-significant level. Incorporation of seismic construction standards would reduce the potential for catastrophic effects of ground shaking, such as complete structural failure. Therefore, implementation of Mitigation Measures Geo-2a and Geo-2b will reduce this impact to ales-than-significant level. Impact Geo-3. Liquefaction, Densification, and Ground Surface Settlement. The Association of Bay Area Governments identifies the Project area as an area of high hazard for liquefaction. Liquefaction or densification of soils underlying the site could result in settlement and differential settlement of site improvements including buildings, pavements, and utilities and pose a threat to human health. The potential for liquefaction of site soils is considered a potentially significant impact. Mitigation Measure Geo-3a: Compliance with recommendations of a Geotechnical Investigation and in conformance with Structural Design Plans. A Design Level Geotechnical Investigation shall be prepared for the site under the direction of a California Registered Geotechnical Engineer and shall include analysis for liquefaction potential of the underlying sediments. Proper foundation engineering and construction shall be performed in accordance with the recommendations of the Geotechnical Investigation. The Geotechnical Investigation shall be reviewed and approved by the City's Geotechnical Consultant and by the City Engineer. A Registered Structural Engineer shall prepare Project structural design plans. Structures shall be designed to minimize the affects of 5 anticipated seismic settlements. The Geotechnical Engineer shall review the Structural Design Plans and provide approval for the Geotechnical elements of the plans. The design plans shall identify specific mitigation measures to reduce the liquefaction potential of surface soils. Mitigations measures may include excavation and replacement as engineered fill, reduced foundation loading, and ground improvement by methods such as stone columns or pressure grouting. Mitigation Measure Geo-3b: Obtain a building permit. The Project applicant shall obtain a building permit through the City of South San Francisco Building Division. Plan Review of planned buildings and structures shall be completed by the Building Division for adherence to the seismic design criteria for planned commercial and industrial sites in the East of 101 area of the City of South San Francisco. According to the East of 101 area plan, Geotechnical Safety Element, buildings shall not be subject to catastrophic collapse under foreseeable seismic events, and will allow egress of occupants in the event of damage following a strong earthquake. Finding Geo-3: Implementation of these mitigation measures will be required and enforced through the MMRP. The measures will reduce the impact of seismic ground shaking to ales-than-significant level. The mitigation measures will ensure that proper foundation engineering and construction shall be performed in accordance with the recommendations ofthe Geotechnical Investigation. Proper foundation engineering and construction will minimize the risks of liquefaction, densification, and ground surface settlement. Therefore, implementation of Mitigation Measures Geo-3a and Geo-3b will reduce this impact to ales-than-significant level. Impact Geo-4: Unstable Soils and Bay Mud. Undocumented fill soils are present on the subject site. These soils have not been reworked to provide a stable foundation for buildings, pavements and utilities. Fill soils of unknown quality are present in the proposed building and parking areas. Fill soils may settle due to new building loads. Bay Mud and alluvial soil deposits are present on adjacent sites and also constitute areas of potentially unstable soils. Bay Mud is likely present under portions of the Project site and may settle under design loading conditions resulting in differential settlement of structures. The presence of unstable soil and Bay Mud is a potentially significant impact. Mitigation Measure Geo-4: Investigate unstable fill soils and Bay Mud. A Design Level Geotechnical Investigation shall be performed to more thoroughly determine the depth and extent of potentially unstable fill soil and Bay Mud. Based on results of this study the Geotechnical Engineer shall determine appropriate measures to stabilize the unstable soils present underlying the site. Consolidation testing of the Bay Mud soils shall be performed, as part of the Design Level Geotechnical Investigation, and estimates of settlement for the site shall be developed. Methods of unstable soil stabilization may include construction of driven pile foundations that support structures on materials located below fill soils and Bay Mud, and other methods as recommended by the Geotechnical Engineer. Buildings constructed on the adjacent properties have utilized driven pile foundations to support the structures. 6 Finding Geo-4: Implementation of the above mitigation measure will be required and enforced through the MMRP. This measure will reduce the impact of unstable or potentially unstable soils and Bay Mud to less-than-significant. The mitigation measure will enable the Geotechnical Engineer to determine appropriate measures to stabilize the unstable soils present underlying the site. Implementation of this measure will minimize risks of unstable fill soils. Therefore, implementation of Mitigation Measure Geo-4 will reduce this impact to aless-than-significant level. Impact Geo-6: Soil Erosion. The Project would involve mass grading at a location, which drains stormwater to the San Francisco Bay. Demolition of existing structures and pavements could expose underlying contaminated soil to the elements. Excavation of soil for construction of new buildings and pavement sections would also be performed and temporary stockpiles of loose soil will be created. Soils exposed during site grading would be subject to erosion during storm events. Grading would disturb site~soils potentially leading to impacts to the San Francisco Bay. This would be a potentially significant impact during and following site construction activities. Mitigation Measure Geo-6: Storm Water Pollution Prevention Plan. In accordance with the Clean Water Act and the State Water Resources Control Board (SWRCB), the Applicant shall file a Storm Water Pollution Prevention Plan (SWPPP) prior to the start of construction. The SWPPP shall include specific best management practices to reduce soil erosion. This is required to obtain coverage under the General Permit for Discharges of Storm Water Associated with Construction Activity (Construction General Permit, 99-08- DWQ). Finding Geo 6: Implementation of this mitigation measure will be required and enforced through the MMRP. The SWPPP shall include specific best management practices to reduce soil erosion. Implementation of a SWPPP, including best management practices would minimize soil erosion impacts, including impacts to the San Francisco Bay. Thus, implementation of this mitigation measures would reduce the impact of soil erosion to a level of less-than-significant. HAZARDOUS MATERIALS Impact Haz-1: Routine transportation, use or disposal of hazardous materials. The proposed development is for construction of a nine-story building for Class A laboratory and office use, a parking garage, central courtyard, and associated landscaping and infrastructure. Class A refers to a research laboratory, not merely an instructional laboratory. Depending upon the nature of research planned at the proposed facilities, for which detailed information has not yet been provided, there are likely to be both hazardous and potentially hazardous materials stored and used on the site that will eventually require disposal. There are likely to be biological hazards, chemical hazards and risk of fire or explosion. There is also likely to be transportation of hazardous materials to and from the site, probably traveling along Highway 101 and East Grand Avenue. The risk of accidental upset and environmental contamination from routine transport, storage, use and disposal of hazardous and potentially hazardous materials to the public and environment is a potentially significant impact. 7 Mitigation Measure Haz-1a: Plan Review for Adherence to Fire and Safety Codes. Building space must be designed to handle the intended use, with sprinklers, alarms, vents, and secondary containment structures, where applicable. These systems must pass plan review through the City of South San Francisco Planning, Building and Fire Departments. Mitigation Measure Haz-1 b: Construction Inspection and Final Inspection Prior to Occupancy. During construction, the utilities including sprinkler systems shall pass pressure and flush tests to make sure they perform as designed. At the end of construction, occupancy shall not be allowed until a final inspection is made by the Fire Department for conformance of all building systems with the Fire Code and National Fire Protection Agency Requirements. The inspection shall include testing of sprinklers systems, alarm systems, ventilation and airflow systems, and secondary containment systems. The inspection shall include a review of the emergency evacuation plans. These plans shall be modified as deemed necessary. Mitigation Measure Haz-1c: Hazardous Materials Business Plan Program. Businesses occupying the development must complete a Hazardous Materials Business Plan for the safe storage and use of chemicals. The Business Plan must include the type and quantity of hazardous materials, a site map showing storage locations of hazardous materials and where they may be used and transported from, risks of using these materials, material safety data sheets for each material, a spill prevention plan, an emergency response plan, employee training consistent with OSHA guidelines, and emergency contact information. Businesses qualify for the program if they store a hazardous material equal to or greater than the minimum reportable quantities. These quantities are 55 gallons for liquids, 500 pounds for solids and 200 cubic feet (at standard temperature and pressure) for compressed gases. Exemptions include businesses selling only pre-packaged consumer goods; medical professionals who store oxygen, nitrogen, and/or nitrous oxide in quantities not more than 1,000 cubic feet for each material, and who store or use no other hazardous materials; or facilities that store no more than 55 gallons of a specific type of lubricating oil, and for which the total quantity of lubricating oil not exceed 275 gallons for all types of lubricating oil. These exemptions are not expected to apply to Class A laboratory facilities. Businesses occupying and/or operating at the proposed development must submit a business plan prior to the start of operations, and must review and update the entire Business Plan at least once every two years, or within 30 days of any significant change, including without limitation, changes to emergency contact information, major increases or decreases in hazardous materials storage and/or changes in location of hazardous materials. Plans shall be submitted to the San Mateo County Environmental Health Business Plan Program, which may be contacted at (650) 363-4305 for more information. The San Mateo County Environmental Health Department (SMCEHD) shall inspect the business at least once a year to make sure that the Business Plan is complete and accurate. Mitigation Measure Haz-1d: Hazardous Waste Generator Program. Qualifying businesses shall register and comply with the hazardous waste generator program. The State of California Department of Toxic Substances Control authorized the SMCEHD to inspect and regulate non-permitted hazardous waste generators in San Mateo County based on the Hazardous Waste Control Law found in the California Health and Safety Code Division 20, Chapter 6.5 and regulations found in the California Code of Regulations, Title 22, Division 4.5. Regulations require businesses generating any amount of hazardous waste as defined by regulation to properly store, manage and dispose of such waste. Division staff also conducts surveillance and enforcement activities in conjunction with the County District Attorney's Office for businesses or individuals that significantly violate the above referenced law and regulations. Mitigation Measure Haz-1e: Compliance with Applicable Laws and Regulations. All transportation of hazardous materials and hazardous waste to and from the site will be in accordance with Title 49 of the Code of Federal Regulations, US Department of Transportation (DOT), State of California Department of Transportation (Caltrans), and local laws, ordinances and procedures including placards, signs and other identifying information. Finding Haz-1: Implementation of this mitigation measure will be required and enforced through the MMRP. The measures would reduce the impact of routine transportation, use or disposal of hazardous materials to a level of less than significant, through compliance with existing regulations, plans and programs. The measures operate to ensure adequate safety levels are reached and maintained throughout the life of the Project. Accordingly, this impact would be less-than-significant. Impact Haz-2: Accidental Hazardous Materials Release. During demolition operations hazardous materials could be released from structures at the site or from the underlying soils. Following construction, operations at the proposed facilities are expected to represent a continuing threat to the environment through accidental release of hazardous materials since the site is proposed to include Class A laboratory facilities, where hazardous materials may be stored, used, and disposed of. This represents a potentially significant impact. Mitigation Measure Haz-2a: Demolition Plan and Permitting. A demolition plan with permit applications shall be submitted to the City of South San Francisco Building Department for approval prior to demolition. The Demolition Plan for safe demolition of existing structures shall include asbestos dust control and incorporate recommendations from the site surveys for the presence of potentially hazardous building materials, as well as additional surveys when required by the City. The demolition plan shall address both on-site Worker Protection and off-site resident protection from both chemical and physical hazards. All contaminated building materials shall be tested for contaminant concentrations and shall be disposed of to appropriate licensed landfill facilities. Prior to building demolition, hazardous building materials such as peeling, chipping and friable lead based paint and asbestos containing building materials shall be removed in accordance with all applicable guidelines, laws, and ordinances. The Demolition Plan shall include a program of air monitoring for dust particulates and attached contaminants. Dust control and suspension of work during dry windy days shall be addressed in the plan. Prior to obtaining a demolition permit from the Bay Area Air Quality Management District 9 (BAAQMD), an asbestos demolition survey shall be conducted in accordance with the requirements of BAAQMD Regulation 11, Rule 2. Mitigation Measure Haz-2b: California Accidental Release Prevention Program (CaIARP). Future businesses at the development shall check the state and federal lists of regulated substances available from the San Mateo County Environmental Health Department (SMCEHD). Chemicals on the list are chemicals that pose a major threat to public health and safety or the environment because they are highly toxic, flammable or explosive. Businesses shall determine which list to use in consultation with the SMCEHD. Should businesses qualify for the program they shall complete a CaIARP registration form and submit it to Environmental Health. Following registration, they shall submit a Risk Management Plan (RMP). RMPs are designed to handle accidental releases and ensure that businesses have the proper information to provide to emergency response teams if an accidental release occurs. All businesses that store or handle more than a threshold quantity (TQ)2 of a regulated substance must develop a RMP and follow it. Risk Management Plans describe impacts to public health and the environment if a regulated substance is released near schools, residential areas, hospitals and childcare facilities. RMPs must include procedures for keeping employees and customers safe, the handling regulated substances, staff training, equipment maintenance, checking that substances are stored safely, and responding to an accidental release. Finding Haz-2: Implementation of this mitigation measure will be required and enforced through the MMRP. The mitigation measures will ensure that the impacts to public health and the environment are reduced near schools, residential areas, hospitals, and childcare facilities. The mitigation measures include procedures for keeping employees and customers safe, the handling regulated substances, staff training, equipment maintenance, safety, and response to accidental release. Implementation of this mitigation measure would reduce the Project's impact to a level of less-than-significant. Impact Haz-3: Exposure to contaminated soil and groundwater. During demolition and construction, workers could be exposed to contaminated soil and groundwater. Following site development, future maintenance work is also likely to penetrate into the subsurface where contamination remains. Soil and groundwater disturbance presents an exposure hazard to workers and trespassers. Disturbance of the subsurface also increases the potential for contamination to spread through surface water runoff, creation of seepage pathways, and through wind blown dust. These impacts are potentially significant. Mitigation Measure Haz-3a: San Mateo County Environmental Health Department Closure of Existing Facilities. Any businesses on the site that are currently registered in the hazardous materials business plan program shall submit a closure work plan in accordance with the San Mateo County Environmental Health Department Business Closure Policy prior to vacating the property. The closure plan shall detail any necessary sampling and remediation. Closure will not be granted until businesses have demonstrated there is no need for further remediation, and shall include documentation of the removal of any hazardous chemicals. 10 Mitigation Measure Haz-3b: Development and Implementation of Site Management Plans. A Site Management Plan shall be prepared and address the exposure risk to people and the environment resulting from future demolition, construction, occupancy, and maintenance activities on the property. The plans shall be in accordance with recommendations of the Environmental Consultant, and shall be reviewed and approved by the Department of Toxic Substances Control, the San Mateo County Environmental Health Department Groundwater Protection Program and the City of South San Francisco Public Works Department. In accordance with DTSC recommendations from review of the Draft Site Management Plan there should be two separate plans: (1) ongoing Operations and Maintenance Activities, and (2) a specific plan addressing the future proposed site development based on actual proposed grading, excavation and construction. The plans are required to be more specific than the draft plan. Specific mitigation measures designed to protect human health and the environment shall be provided in the plan. At a minimum, the plan shall include the following: 1) Requirements for site specific Health and Safety Plans (HASP) shall be prepared in accordance with OSHA regulations by all contractors at the Project site. This includes a HASP for all demolition, grading and excavation on the site, as well as for future subsurface maintenance work. The HASP shall include appropriate training, any required personal protective equipment, and monitoring of contaminants to determine exposure. The HASP will be reviewed and approved by a Certified Industrial Hygienist. The plan shall also designate provisions to limit worker entry and exposure and shall show locations and type of protective fencing to prevent public exposure to any hazards during demolition, site grading, and construction activities. 2) Requirements for site-specific construction techniques that would minimize exposure to any subsurface contamination shall be developed. This shall include treatment and disposal measures for any contaminated groundwater removed from excavations, trenches, and dewatering systems in accordance with local and Regional Water Quality Control Board guidelines. Groundwater encountered in trenches and other excavations shall not be discharged into the neighboring storm drain, but into a closed containment facility, unless proven to have concentrations of contaminants below established regulatory guidelines. Contaminated groundwater will be required to be stored in Baker tanks until tested. If testing determines that the water can be discharged into the sanitary sewer system, then the applicant must acquire a ground water discharge permit from the City of South San Francisco Sanitary Sewer District and meet local discharge limits before being allowed to discharge into the sanitary sewer. Water must be analyzed for the chemicals of concern at the site, which include metals, petroleum hydrocarbons, and cyanide. 3) General sampling and testing plan for excavated soils shall determine suitability for reuse or acceptability for disposal at a state licensed landfill facility. Testing shall include the California Title 22 Hazardous Metals (CAM 17 metals), TPH as gasoline, TPH as diesel, and TPH as motor oil. Testing results shall be compared to DTSC California Human Health Screening Levels and RWQCB Environmental 11 Screening Levels to determine suitability to remain on-site as engineered fill or landscape fill. Any soils determined to exceed the CHHSLs and ESLs for Commercial sites shall be deemed as unsuitable for re-use as fill above the future cap. 4) Future subsurface work plan. The plan shall document procedures for future subsurface landscaping work, utility maintenance, etc., with proper DTSC notification, where applicable. The plan shall include a general health and safety plan for each expected type of work, with appropriate personal protective equipment, where applicable. Finding Haz-3: Implementation of this mitigation measure will be required and enforced through the MMRP. Soil and groundwater disturbance presents an exposure hazard to workers and trespassers. Disturbance of the subsurface also increases the potential for contamination to spread through surface water runoff, creation of seepage pathways, and through wind blown dust. Mitigation measures Haz-3a and Haz-3b would require minimum standard requirements intended to minimize impacts from contaminated soil and groundwater disturbance, and would minimize exposure of construction workers to contaminated soils and groundwater. Implementation of the measures would reduce the impact to a level of less-than-significant. Impact Haz-4: Contaminated Dust. Three sensitive receptors are located nearby the Project site. During grading, limited areas of contaminated soils that are currently buried could be disturbed. Disturbed soils could be mobilized by movement of heavy equipment and the wind, resulting in potential dispersal of contamination. Dispersed contaminants could be inhaled, ingested or adsorbed and present a potential health hazard. Dispersal of contaminated dust during demolition and grading would be a potentially significant impact. Mitigation Haz-4: Demolition and Construction Air Quality Control. Following closure of businesses, a demolition plan with permit applications shall be submitted to the City of South San Francisco Building Department for approval prior to demolition. The Demolition Plan shall address both onsite Worker Protection and off-site resident protection from both chemical and physical hazards. Building materials shall be tested for chemicals of concern and unless recycled shall be disposed to appropriate licensed landfill facilities. Prior to building demolition, any hazardous building materials such as peeling, chipping and friable lead based paint or asbestos containing building materials shall be removed in accordance with all applicable guidelines, laws, and ordinances. Both the Demolition and Grading Plans submitted to the City for approval shall include a program of air monitoring for dust particulates and attached contaminants. This shall be in accordance with BAAQMD basic and enhanced measures and all other applicable standards. Dust control and suspension of work during dry windy days shall be addressed in the plans. Finding Haz-4: Implementation of this mitigation measure will be required and enforced through the MMRP. The plans include details of site watering, covering of exposed stockpiles, and security fencing to prevent trespassers during demolition and construction. During demolition and construction, the site shall be inspected regularly to ensure compliance with the approved plan. Materials determined or even suspected of being 12 hazardous waste shall be off-hauled by a hazardous materials contractor to an appropriately licensed landfill facility in closed vehicles. Implementation of this mitigation measure would reduce the impact to the school from possible contaminated dust to a level of less-than-significant. Impact Haz-5: Future Emissions Near Schools. Since the proposed development includes research laboratory facilities, it is likely that hazardous chemicals will be stored and used on the property. In certain circumstances these chemicals could spill, mix, ignite, or volatilize and cause a hazardous emission near the childcare center, which would be a potentially significant impact. Mitigation Measure Haz-5: Future Building Compliance with Bay Area Air Quality Management District (BAAQMD) and Occupational Safety and Health Administration (OSHA) Standards. Each independent R&D facility operating on the property shall obtain necessary permits and comply with monitoring and inspection requirements of the BAAQMD. Future operations shall comply with all local, state and federal requirements for. emissions. Each facility shall also meet OSHA and California OSHA standards for R&D facilities. This includes plan review by the City of South San Francisco to examine if the proposed development plans meet the same standards as for other similar facilities. Engineering controls, such~as exhaust hoods, filtration systems, spill kits, fire extinguishers, and other controls, shall be incorporated into laboratory facilities to meet OSHA and California OSHA requirements. These standards are primarily designed to maintain worker safety, but also function to reduce the risk of accidental upset and limit potential hazardous emissions. Finding Haz-5: Implementation of this mitigation measure will be required and enforced through the MMRP. The mitigation measure is designed to maintain worker safety and function to reduce the risk of accidental upset and limit potential hazardous emissions. Requiring compliance with BAAQMD and OSHA standards, as well as federal, state, and local requirements, protect workers and minimize the risk of accidents. Implementation of this mitigation measure would reduce the impact to a level of less-than-significant. HYDROLOGY Impact Hydro-1: No Treatment of Loading 1 Trash Area Runoff. Development of the proposed Project could contribute to the levels of NPS pollutants and litter entering downstream waters, including the San Francisco Bay. An increase in NPS pollutants could have adverse effects on wildlife, vegetation, and human health. NPS pollutants also have the potential to infiltrate into groundwater and degrade the quality of groundwater drinking sources. No water quality BMPs have been proposed for the Loading I Trash Area. This area represents a source of suspended solids, petroleum hydrocarbons, heavy metals and other Source Point pollutants related to temporary waste storage. The majority of the Project designs could reduce non-point source pollution, but the lack of treatment of loading and trash area runoff represents a potentially significant impact. Mitigation Measure Hydro-1: Implement Water Quality BMPs for Stormwater Runoff from the Loading 1 Trash Area. The Project applicant shall implement storm water quality BMPs for treatment of runoff from the Loading I Trash Area. Possible BMPs include drop 13 inlet filtration devices such as the vault based media filters, or others delineated in the City's National Pollution Discharge Elimination System (NPDES) Permit. stormwater media filters are usually two-chambered, including a pretreatment settling basin and a filter bed filled with sand or other absorptive filtering media. As stormwater flows into the first chamber, large particles settle out, and then finer particles and other pollutants are removed as stormwater flows through the filtering media in the second chamber. Any storm water quality BMPs implemented at the site must be approved by the City's Public Works Department. Finding Hydro-1: Implementation of this mitigation measure will be required and enforced through the MMRP. The implementation of Water Quality BMPs for stormwater runoff from the loading and trash area, would reduce the level of potential pollutants that may enter the San Francisco Bay. Thus, the mitigation measure would reduce impacts to a level of less- than-significant. Impact Hydro-2: Site Soil and. Groundwater Elevations May Be Unsuitable for Vegetated Swales. Appropriate evaluation of site conditions is critical to the effectiveness of vegetated swales. The site history of soil contamination and high groundwater conditions may render vegetated swales unsuitable. This issue of feasibility may be compounded by potential future chemical or hazardous material storage on-site unless they are prevented from entering the swales. The majority of the Project designs would reduce non-point source pollution, but the untested feasibility of vegetated bioswales represents a potentially significant impact. Mitigation Measure Hydro-2: Evaluate Project Site for Feasibility of Vegetated Swales as Water Quality BMP. The use of swales at the Project site may be limited by several factors, including fill elevations, soil characteristics, distance to groundwater, and proposed land uses. The feasibility of vegetated swale BMPs at the Project shall be evaluated as follows: 1) Groundwater levels at the invert of the swales shall be reevaluated. The Project applicant shall ascertain that the distance from the proposed trench inverts to groundwater is a sufficient distance to prevent groundwater to surface water contamination. 2) Soil parameters, such as the amount of silt and clay shall be examined. Soils below swales shall have clay content sufficient to prevent groundwater to surface water contamination. Proposed land uses and grading shall be examined to determine whether infiltration BMPs are suitable. Infiltration BMPs shall be considered not suitable for sites that use or store chemicals or hazardous materials unless hazardous and toxic materials are isolated such that they are not able to enter the swale and/or if the site elevations result in swales that could impact water quality. Installation of a clay or geotextile barrier beneath swale areas may be used to prevent infiltration to groundwater or contaminated soil depths. If site constraints preclude the use of vegetated swales at the Project site, other BMPs that prevent the interaction with groundwater and contaminated soils shall be used. Possible alternatives for storm water treatment include vault based media filters, storm drain inlet filters, strainer baskets, sediment/debris catch baskets, geotextile filter bags, composite filter medium, and 14 mechanical swirl treatment units if used in a sequence or "train" with other devices. Use of several of these alternative methods of sediment and hydrocarbon filtration and removal devices in a treatment sequence will be required. Any storm water quality BMPs to be implemented at the site must be approved by the City's Public Works Department. Finding Hydro-2: Implementation of this mitigation measure will be required and enforced through the MMRP. The majority of the Project designs would reduce non-point source pollution. Evaluation of vegetated swale BMPs, and implementation of the specific mitigation measures, will minimize adverse environmental impacts. The use of effective BMPs at the Project site, would reduce impacts on groundwater and surface water quality to a level of less-than-significant. Impact Hydro-3: Potential Contamination of Local Groundwater. The Project site is located within a groundwater basin as defined by the DWR. The potential for groundwater contamination from infiltration BMPs must be carefully considered, especially in areas where the distance between groundwater and the swale invert is small or where groundwater is or could potentially be used for human consumption or agricultural purposes. The infiltration of industrial and parking lot pollutants into shallow groundwater could potentially impair the quality of local groundwater sources. This represents a potentially significant impact. Mitigation Measure Hydro-3: Preparation and Implementation of Project SWPPP. Pursuant to NPDES requirements, the applicant shall develop a SWPPP to protect water quality during and after construction. The Project SWPPP shall include, but is not limited, to the following mitigation measures for the construction period: 1) Grading and earthwork shall be prohibited during the wet season (October 15 through April 15) and such work shall be stopped before pending storm events. 2) Erosion control/soil stabilization techniques such as straw mulching, erosion control blankets, erosion control matting, and hydro-seeding, shall be utilized in accordance with the regulations outlined in the Association of Bay Area Governments Erosion & Sediment Control Measures" manual. Silt fences shall be installed down slope of all graded slopes. Hay bales shall be installed in the flow path of graded areas receiving concentrated flows and around storm drain inlets. 3) BMPs shall be used for preventing the discharge or other construction-related NPDES pollutants beside sediment (i.e. paint, concrete, etc) to downstream waters. 4) After construction is completed, all drainage facilities shall be inspected for accumulated sediment and these drainage structures shall be cleared of debris and sediment. Long- term mitigation measures to be included in the Project SWPPP shall include, but are not limited to, the following: 5) Description of potential sources of erosion and sediment at the Project site. Industrial activities and significant materials and chemicals that could be used at the proposed Project site should be described. This will include a thorough assessment of existing and potential pollutant sources. 15 6) Identification of BMPs to be implemented at the Project site based on identified industrial activities and potential pollutant sources. Emphasis shall be placed on source control BMPs, with treatment controls used as needed. 7) Development of a monitoring and implementation plan. Maintenance requirements and frequency shall be carefully described including vector control, clearing of clogged or obstructed inlet or outlet structures, vegetationllandscape maintenance, replacement of media filters, regular sweeping of parking lots and other paced areas, etc. Wastes removed from BMPs may be hazardous, therefore, maintenance costs should be budgeted to include disposal at a proper site. 8) The monitoring and maintenance program shall be conducted at the frequency agreed upon by the RWQCB andlor City of South San Francisco. Monitoring and maintenance shall be recorded and submitted annually to the SWRCB. The SWPPP shall be adjusted, as necessary, to address any inadequacies of the BMPs. 9) The applicant shall prepare informational literature and guidance on industrial and commercial BMPs to minimize pollutant contributions from the proposed development. This information shall be distributed to all employees at the Project site. At a minimum, the information shall cover: a) proper disposal of commercial cleaning chemicals; b) proper use of landscaping chemicals; c) clean-up and appropriate disposal of hazardous materials and chemicals; and d) Prohibition of any washing and dumping of materials and chemicals into storm drains. Finding Hydro-3: Implementation of this mitigation measure will be required and enforced through the MMRP. Preparation of a SWPPP and implementation of BMPs at the Project site would minimize the risk of pollutant infiltrating local groundwater sources. The mitigation measure will therefore reduce impacts on potential contamination of local groundwater to a level of less-than-significant. Impact Hydro-4: Erosion or siltation on- or off-site. Construction of the proposed Project would involve demolition of existing structural foundations and pavement areas that currently help to stabilize site soils. Although no cut/fill estimates were available for review, significant site grading is expected to occur. Construction operations associated with the Project would present a threat of soil erosion from soil disturbance by subjecting unprotected bare soil areas to the erosional forces of runoff. This represents a potentially significant impact. Mitigation Measure Hydro-4: Compliance with NPDES'Requirements. The Project applicant shall comply with all Phase I NPDES General Construction Activities permit requirements established by the CWA and the Grading Permit requirements of the City of South San Francisco. Erosion control measures to be implemented during construction shall be included in the Project SWPPP. The Project SWPPP will accompany the NOI filing and will outline erosion control and storm water quality management measures to be implemented during and following construction. The SWPPP will also provide the schedule for monitoring performance. Refer to Mitigation Measure Hydro-3 for more information 16 regarding the Project SWPPP. Implementation of Phase I NPDES General Findings Hydro-4: Implementation of this mitigation measure will be required and enforced through the MMRP. Construction Activities permit requirements, including erosion control measures, would regulate construction activities to minimize impacts associated with erosion and/or siltation. Implementation of the mitigation measure would therefore reduce the impact to less-than-significant level. NOISE Impact Noise-2: Construction Related Noise. Project construction could result in temporary short-term noise increases due to,the operation of heavy equipment. This would be a potentially significant impact associated with Project development. Mitigation Measure Noise-2: Noise Abatement. The Project applicant shall require by contract specification that construction best management practices be implemented by contractors to reduce construction noise levels to the noise limit specified in the City Noise Ordinance (90-dBA at 25 feet). Best management practices include: • Ensuring that construction equipment is properly muffled according to industry standards. • Implementing noise attenuation measures, which may include but are not limited to noise barriers or noise blankets. • Requiring heavily loaded trucks used during construction to be routed away from noise and vibration sensitive uses. Finding Noise-2: Implementation of this mitigation measure will be required and enforced through the MMRP. The use of best management practices, identified in the mitigation measure, would ensure that construction-related noise impacts do not exceed the City- established thresholds. Accordingly, the mitigation measure would reduce this impact to a level of less-than-significant. TRANSPORTATION AND CIRCULATION Impact Traf-1: Project Trip Generation Exceeds 100 Trips During Peak Hours. The Project would generate more than 100 net new trips during the AM and PM peak hours (377 two-way (inbound + outbound) trips during the AM peak hour and 365 two-way trips during the PM peak hour. The San Mateo City/County Association of Governments (C/CAG) Agency Guidelines for the implementation of the 2003 Draft Congestion Management Program ("C/CAG Guidelines") specifies that local jurisdictions must ensure that the developer and/or tenants will mitigate all new peak hour trips (including the first 100 trips) projected to be generated by the development. This would be a significant impact. Mitigation Measure Traf-1: Transportation Demand Management Program. The Project sponsors shall implement a Transportation Demand Management (TDM) program consistent with the City of South San Francisco Zoning Ordinance Chapter 20.120 Transportation Demand Management, and acceptable to C/CAG. 17 Finding Traf-1: Implementation of this mitigation measure will be required and enforced through the MMRP. An effective TDM program, which would be ongoing for the occupied life of the development, would reduce vehicle trips to and. from the project to acceptable levels. Therefore, the implementation of the TDM program would reduce the impact to a less-than-significant level. Impact Traf-5: Internal Pedestrian Circulation. Internal walkways are shown on the site plan connecting all buildings and connecting the buildings to the sidewalk along Roebling Road. However, there are no walkway connections shown between the sidewalk along East Grand Avenue and the Project's main entrance. The auto driveway would need to be used for pedestrian access. This would be a significant safety impact. Mitigation Measure Traf-5: Sidewalks and Crosswalks. Provide a sidewalk connecting the Project's main entrance with the sidewalk along East Grand Avenue. Findings Traf-5: Implementation of this mitigation measure will be required and enforced through the MMRP. The mitigation measure reinforces existing City development standards that require the use of pedestrian linkages and internal sidewalks with landscaped buffers. It also addresses safety concerns by providing safe passage between East Grand Avenue and the Project's main entrance. The mitigation measure therefore reduces the impact to aless-than-significant level. Impact Traf-7: Grade Crossing Approaches Missing Signing and Pavement Striping. The State Public Utilities Commission (September 26, 2006, letter to City of South San Francisco) has noted in a recent inspection that the East Grand Avenue / Forbes Boulevard I Harbor Way intersection grade crossing is not up to minimum standards on one or more approaches for required advanced warning signing and pavement striping (i.e. R15-1 and W-10-1 signs as well as RxR pavement striping). This results in an existing safety concern that would be aggravated by the addition of Project traffic. This would be a significant impact. Mitigation Measure Traf-7: Impacts to Grade Crossing Approach Signing & Pavement Striping. The Project shall provide all needed signs and pavement markings on the approaches to the East Grand Avenue I Forbes Boulevard /Harbor Way intersection at grade railroad crossing" to meet minimum State Public Utilities Commission requirements as detailed in the 2003 Manual of Uniform Traffic Control Services by the Federal Highway Commission. Finding Traf-7: Implementation of this mitigation measure will be required and enforced through the MMRP. The mitigation measure reinforces existing City development standards that require the use of pedestrian linkages, pathways, bikeways, and internal sidewalks with landscaped buffers. The measure will ensure compliance with minimum standards at grade crossing approaches and reduce risk of accidents. The mitigation measure therefore reduces the impact to aless-than-significant level. Impact Traf-13: Intersection Level of Service. The following intersection would receive a significant impact due to the addition of Project traffic to year 2015 Base Case volumes: 18 • E. Grand Avenue /Gateway Boulevard AM Peak Hour: The Project would increase volumes by 5.0 percent at a location where acceptable LOS D Base Case signalization operation would be degraded to unacceptable LOS E operation. This would be a significant impact. Mitigation Measure Traf-8: E. brand Avenue I Gateway Boulevard. (see Table 11-16 and Figure 15 in Appendix D) The following improvements would mitigate the project- specific impacts. This improvement is not included as part of the East of 101 Transportation Improvement Program and will not be funded via the Project's traffic impact fee contribution to this program. The project proponent will be solely responsible for implementation of the following improvements or fair share reimbursement (as determined by the City Engineer) if implemented by another party prior to initiation of construction for this project: Add a second right turn lane to the northbound Gateway Boulevard approach. Resultant 2015 Base Case + Project Operation: AM Peak Hour: LOS D-51.7 seconds control delay PM Peak Hour: LOS C-21.7 seconds control delay Finding Traf-8: Implementation of this mitigation measure will be required and enforced through the MMRP. Mitigation measure TRAF-8 would reduce the impact at this location to a less-than- significantlevel through implementation of physical improvements that will bring the functioning of the intersection into compliance with City standards. The planned implementation of these improvements would maintain or improve the current levels of service at these intersections, which would mitigate potential Project impacts. Specific improvements planned for the East Grand Avenue /Gateway Boulevard intersection and the resultant level of service are presented in mitigation measure Traf-8. This impact would be reduced to a level of less-than-significant. Impact Traf-9: Intersection Level of Service. The following intersection would receive a significant impact due to the addition of Project traffic to year 2015 Base Case volumes: • E. Grand Avenue 1 Forbes Boulevard 1 Harbor Way AM Peak Hour: The Project would increase volumes by 7.5 percent at a location with Base Case LOS D operation being degraded to LOS F operation. PM Peak Hour: The Project would increase volumes by 8.5 percent at a location with unacceptable LOS F Base Case signalized operation. This would be a significant impact. Mitigation Measure Traf-9: E. Grand Avenue 1 Forbes Boulevard 1 Harbor Way. The following improvements would mitigate the project-specific impacts. These improvements are included as part of the East of 101 Transportation Improvement Program and will be funded via the Project's traffic impact fee contribution to this program. Widen East Grand Avenue east of Forbes Boulevard I Harbor Way in order to provide a third westbound through lane and a second westbound left turn lane. The third westbound through lane 19 should begin to the east of the Roebling Road intersection (in order to mitigate left turn queuing impacts). In addition, widen the northbound Harbor Way approach to provide one additional through lane and one additional right turn lane (total five lanes: one left, two through and two right turn lanes). Resultant 2015 Base Case + Project Signalized Operation: AM Peak Hour: LOS D-45.0 seconds control delay (which would be better than Base Case LOS D-53.8 seconds control delay operation) PM Peak Hour: LOS D-53.8 seconds control delay (which would be better than Base Case LOS F-98.3 seconds control delay operation) Findings Traf-9: Implementation of this mitigation measure will be required and enforced through the MMRP. Mitigation measure TRAF-9 will reduce the impact at this location to a less-than-significant level through contribution of funds to an established transportation improvement program that will be applied to physical improvements to improve the functioning of the intersection. These improvements will result in acceptable Levels of Service for the affected intersection. Accordingly, the mitigation measure will reduce the impact to a level of less-than-significant. Impact Traf-10: Intersection Level of Service. The following intersection would receive a significant impact due to the addition of Project traffic to year 2015 Base Case volumes: • E. Grand Avenue 1 Roebling Road PM Peak Hour: The Project would degrade acceptable Base Case LOS D operation of the stop sign controlled Roebling Road approach to an unacceptable LOS F. This would be a significant impact. Mitigation Measure Traf-10: E. Grand Avenue I Roebling Road. The following improvements would mitigate the project specific impacts. The project proponent will be solely responsible for implementation of the following improvements or fair share reimbursement (as determined by the City Engineer) if implemented by another party prior to initiation of construction for this project. 1. Signalize the intersection and coordinate operation with the signal at East Grand Avenue I Forbes Boulevard I Harbor Way. 2. Provide a third westbound through lane and continue to the Forbes Boulevard /Harbor Way intersection (see Traf-9). 3. Lengthen the left turn lane on the eastbound East Grand Avenue intersection approach from 75 feet up to 175 feet. This will leave room fora 250- to 260-foot left turn lane on the westbound East Grand Avenue approach to Harbor Way, which would accommodate a year 2015 95th percentile queue of 125 feet during the PM peak hour. Resultant 2015 Base Case + Project Signalized Operation: AM Peak Hour: LOS B-12.8 seconds control delay 20 PM Peak Hour: LOS B-12.6 seconds control delay Finding Traf-10: Implementation of this mitigation measure will be required and enforced through the MMRP. These improvements are not currently included in the City's East of 101 Transportation Improvement Program and will not be funded via the Project's traffic impact fee. Rather, these improvements will be funded by the project applicant. Mitigation measure TRAF-10 would reduce the impact at this location to aless-than-significant level through implementation of physical improvements that will improve the functioning of the intersection in compliance with City standards. Therefore, this impact would be reduced to aless-than-significant level. Impact Traf-11: Intersection Level of Service. The following intersection would receive a significant impact due to the addition of Project traffic to year 2015~Base Case volumes. • Gateway Boulevard I S. Airport Boulevard /Mitchell Avenue PM Peak Hour: The Project would increase volumes by 3.4 percent at a location with acceptable LOS D Base Case signalized operation being degraded to unacceptable LOS E operation. This would be a significant impact. Mitigation Measure Traf-11: Gateway Boulevard 1 S. Airport Boulevard 1 Mitchell Avenue. The following improvements would mitigate the project-specific impacts. These improvements are included as part of the East of 101 Transportation Improvement Program and will be funded via the Project's traffic impact fee contribution to this program. Widen the westbound Mitchell Avenue approach to provide a second through lane. Resultant 2015 Base Case + Project Signalized Operation: PM Peak Hour: LOS D-37.8 seconds control delay Finding Traf-11: Implementation of this mitigation measure will be required and enforced through the MMRP. Mitigation measure TRAF-11 will reduce the impact at this location to aless-than-significant level through contribution of funds to an established transportation improvement program that will be applied to physical improvements to improve the functioning of the intersection. These improvements will result in acceptable levels of service at the affected intersection. Accordingly, implementation of the mitigation measure will result in aless-than-significant impact Impact Traf-12: Intersection Signalization Needs. The analysis concluded that the East Grand Avenue I Roebling Road unsignalized intersection would receive a significant signal warrant impact due to the addition of Project traffic to year 2015 Base Case PM peak hour volumes. Volumes would be increased by more than two percent (7.73%) at the one nearby unsignalized intersection where Base Case volumes would already be meeting peak hour signal warrant criteria levels. This would be a significant impact. Mitigation Measure Traf-12: E. Grand Avenue /Roebling Road. Coincidently, mitigation measure Traf-10 would also reduce impact Traf-12 to a less than significant level. Again, 21 the project proponent will be solely responsible for implementation of the following improvements or fair share reimbursement (as determined by the City Engineer) if implemented by another party prior to initiation of construction for this project. The following improvements would mitigate the project's intersection signalization impact at East Grand Avenue (Roebling Road: 1. Signalize the intersection and coordinate operation with the signal at East Grand Avenue / Forbes Boulevard /Harbor Way. 2. Provide a third westbound through lane and continue to the Forbes Boulevard /Harbor Way intersection (see Traf-9). 3. Lengthen the left tum lane on the eastbound East Grand Avenue intersection approach from 75 feet up to 175 feet. Resultant 2015 Base Case + Project Signalized Operation: AM Peak Hour: LOS B-12.8 seconds control delay PM Peak Hour: LOS B-12.6 seconds control delay Findings Traf-12: Implementation of this mitigation measure will be required and enforced through the MMRP. Mitigation measure TRAF-12 will reduce the impact at this location to a less than significant level through implementation of physical improvements that will improve the functioning of the intersection in compliance with City standards. These improvements are not currently included in the City's East of 101 Transportation Improvement Program and will not be funded via the Project's traffic impact fee. However, the improvements, as required mitigation measures, will result in acceptable levels of service at the affected intersection. Accordingly, the impact will be reduced to a less-than- significant level. Impact Traf-13: 95th Percentile Vehicle Queuing - Synchro software evaluation. The following approach to an intersection providing direct access to the Project site would receive a significant queuing impact due to the addition of Project traffic to year 2015 Base Case volumes. • E. Grand Avenue 1 Roebling Road (unsignalized) AM Peak Hour: The Project would increase volumes by 217 percent in the left turn lane on the E. Grand Avenue approach to Roebling Road at a location with unacceptable Base Case 95th percentile queuing. The left turn lane queue at an unsignalized intersection would be extended from 70 up to 225 feet in a location with only 75 feet of storage. PM Peak Hour: The Project would increase volumes by 210 percent in the left turn lane on the E. Grand Avenue approach to Roebling Road at a location with unacceptable Base Case 95th percentile queuing. The left turn lane queue at an unsignalized intersection would be extended from 75 up to 125 feet in a location with only 75 feet of storage. This would be a significant impact. Mitigation Measure Traf-13: Improvements for Vehicle Queuing. The following improvements would mitigate the project-specific impact The project proponent will be 22 solely responsible for implementation of the following improvements or fair share reimbursement (as determined by the City Engineer) if implemented by another party prior to initiation of construction for this project. • E. Grand Avenue 1 Roebling Road 1. Signalize the intersection. 2. Provide a third westbound through lane and continue to the Forbes Boulevard /Harbor Way intersection (see Traf-9). 3. Extend the left turn lane on the eastbound East Grand Avenue approach from 75 up to 175 feet. Mitigation costs should be shared with the 328 Roebling Road project. See Traf- 10for resultant 95th percentile queues. Findings Traf-13: Implementation of this mitigation measure will be required and enforced through the MMRP. Mitigation measure TRAF-13 will reduce the impact at this location to a less than significant level through implementation of physical improvements that will improve the functioning of the intersection in compliance with City standards. These improvements will result in acceptable levels of service at the affected intersection. Accordingly, the impact will be reduced to a level of less than significant. Impact Traf-14: 95th Percentile Vehicle Queuing. The following approach to an adjacent intersection leading away from an off-ramp would receive a significant queuing impact due to the addition of Project traffic to year 2015 Base Case volumes: • Airport Boulevard/Grand Avenue AM Peak Hour: The Project would increase volumes by 5.9 percent in the left turn lane on the southbound Airport Boulevard approach to Grand Avenue at a location with unacceptable Base Case 95~ percentile queuing. The 95th percentile vehicle queue would be extended from 475 up to about 510 feet in a location with only 320 feet of storage. This would be a significant impact. Mitigation Measure Traf-14: Improvements for Vehicle Queuing. The following improvements would mitigate the project-specific impact. These improvements are included in the East of 101 Transportation Improvement Program and will be funded via the Project's traffic impact fee contribution to this program: • Airport Boulevard /Grand Avenue Widen the eastbound Grand Avenue approach from one exclusive left turn lane and a shared through/right turn lane to provide an exclusive left turn lane, a shared through/left turn lane and a shared through/right turn lane. Resultant Southbound Queue: AM Peak Hour: Southbound left = 255' 23 Southbound through = 85' PM Peak Hour: Southbound left = 125' Southbound through =180' Finding Traf-14: Implementation of this mitigation measure will be required and enforced through the MMRP. Mitigation measure TRAF-14 will reduce the impact at this location to aless-than-significant level through contribution of funds to an established transportation improvement program that will be applied to physical improvements to improve the functioning of the intersection. The improvements will result in acceptable queuing at the affected intersection. Impact Traf-15: Off-Ramp Queuing To Freeway Mainline During Peak Traffic Hours - SIM traffic evaluation. The following off-ramp would receive a significant impact with backups extending to the freeway mainline sometime during one or both peak hours due to the addition of Project traffic to year 2015 Base Case volumes. • U.S.101 Southbound Off-Ramp Flyover to Oyster Point Boulevard) Gateway Boulevard Intersection AM Peak Hour: The Project would increase volumes by 2.4 percent on the off-ramp and by 1.8 percent at the Oyster Point /Gateway Boulevard intersection with year 2015 Base Case off-ramp traffic occasionally backing up to the freeway mainline. This would be a significant impact. Mitigation Measure Traf-15: Improvements for Off-Ramp Queuing. The following improvements would mitigate project-specific impacts. These improvements are included in the East of 101 Transportation Improvement Program and will be funded via the Project's traffic impact fee contribution to this program: • U.S.101 Southbound Off-Ramp to Oyster Point Boulevard (Gateway Boulevard Intersection 1. Restripe the eastbound Oyster Point Boulevard intersection approach from one left turn lane, two exclusive through lanes and a shared throughlright turn lane to provide one left turn lane, two exclusive through lanes and one right turn lane. Resultant Off-Ramp Queues: AM Peak Hour: Through lanes =1115' (with 2,550 feet of storage per lane) Right turn lane = 360' (with 360 feet of storage) PM Peak Hour: Through lanes = 325' Right turn lane = 50' Finding Traf-15: Implementation of this mitigation measure will be required and enforced through the MMRP. Mitigation measure TRAF-15 will reduce the impact at this location to aless-than-significant level through contribution of funds to an established transportation 24 improvement program that will be applied to physical improvements to improve the functioning of the intersection. Improvements will result in acceptable levels of queuing. Accordingly, the mitigation measure will reduce the impact to a less than significant level. Impact Traf-16: Off-Ramp Queuing To Freeway Mainline During Peak Traffic Hours. SIM Traffic evaluation The following off-ramp would receive a significant impact with backups extending to the freeway mainline sometime during one or both peak hours due to the addition of Project traffic to year 2015 Base Case volumes. • U.S.101 Southbound Off-Ramp to Airport Boulevard /Miller Avenue Intersection AM Peak Hour: The Project would increase volumes by 4.8 percent at a location with year 2015 Base Case off-ramp traffic occasionally backing up to the freeway mainline. This would be a significant impact. Mitigation Measure Traf-16: Improvements for Vehicle Queuing. The following improvements would mitigate the project-specific impact. These improvements are included in the East of 101 Transportation Improvement Program and will be funded via the Project's traffic impact fee contribution to this program: • U.S.101 Southbound Off-Ramp to Airport Boulevard 1 Miller Avenue Intersection 1. Provide improvements to the Airport Boulevard /Grand Avenue intersection as listed under Traf-14. Finding Traf-16: Implementation of this mitigation measure will be required and enforced through the MMRP. Mitigation measure TRAF-16 will reduce the impact at this location to a less-than-significant level through contribution of funds to an established transportation improvement program that will be applied to physical improvements to improve the functioning of the intersection. Improvements will reduce queuing to acceptable levels. Therefore, implementation of the mitigation measure will reduce the impact to a less- significant-level. Impact Traf-17: Off-Ramp Operation At Mainline Diverge. The following off-ramp diverge location from the U.S.101 freeway mainline would receive a significant impact due to the addition of Project traffic to year 2015 Base Case volumes. • U.S.101 Southbound Off-Ramp to Oyster Point Boulevard (Gateway Boulevard Intersection AM Peak Hour: The Project would increase off-ramp volumes by 2.4 percent (from 1,678 up to 1,718 vehicles) with Base Case volumes already exceeding 1,500 vehicles per hour. This would be a significant impact. Finding Traf-17: There are no feasible improvements that can be implemented to mitigate project-specific impacts. The location of southbound off-ramp connections to Airport Boulevard and to Oyster Point Boulevard, and in particular, the proximity of the 25 connections to existing adjacent development, precludes the possibility of providing a second off-ramp lane connection to southbound U.S.101 to serve the Oyster Point Boulevard southbound off-ramp. Specific economic and technological concerns prevent the City from reducing this impact to level of less-than-significant. As this impact remains a significant and unavoidable impact of the project, approval of the project will require adoption of a statement of overriding conditions. UTILITIES Impact Util-1: Increased Wastewater Flows. According to City of South San Francisco design wastewater flow estimates, the Project would contribute 116,653 gpd of sewage and industrial wastewater to the City's sanitary sewer system, which amounts to an increase of approximately 42.5 percent as compared with the existing building square footage on the site. The Project does not include conservation or recycling technologies that would lessen its wastewater flows to the municipal system. This is a potentially significant impact. Mitigation Measure Util-1: Sanitary Sewer Fees. The City of South San Francisco is currently upgrading its sanitary sewer facilities to handle increased flows from new development. In order to recover the costs of these upgrades, the City charges new development aflat-rate sewer connection fee and a monthly impact fee. The amount of the impact fee is based on the quantity (flow) of wastewater generated. The occupants of the proposed Project shall pay the sanitary sewer fees imposed by the City of South San Francisco in order to mitigate the cost of the sewer system upgrades necessary to manage the wastewater flows generated by the Project. Findings Util-1: Implementation of this mitigation measure will be required and enforced through the MMRP. Mitigation Measure Util-1 would reduce the impact of the Project's wastewater flows to a level of less-than-significant. The funding of South San Francisco's ongoing pipeline improvements and the scheduled upgrade of Pump Station #4 would ensure that the City's wastewater system has sufficient capacity to handle the increased flows generated by the Project. Therefore, this impact would be reduced to a level of less- than-significant. 26 Section IV: Findings Regarding Alternatives The EIR includes consideration of three alternatives: the No Project Alternative, the Reduced Intensity Alternative, and the Reduced Parking Alternative. The City Council hereby concludes that the EIR sets forth a reasonable range of alternatives to the Project, so as to foster informed public participation and informed decision making. The City Council finds that the alternatives identified and described in the EIR were considered and further finds them to be infeasible for the specific economic, social, or other considerations set forth below pursuant to CEQA section 21081(c). ALTERNATIVE 1: NO-PROJECT Under the No Project Alternative, the Project site would remain as it is today, with four existing 1 & 2 story buildings totaling 124,000 square feet providing for office land uses. While it is possible the site will be redeveloped at some future point even if a project does not proceed at this time, there is no reason to believe this would happen in the near-term or that new development would necessarily.be more intensive than the existing development. Therefore, the No Project Alternative presumes the site would remain in its current state. Impact Analysis The No Project Alternative would not involve any change to the Project site and so would not introduce any new environmental impacts. The impacts associated with the existing Project site constitute the baseline for evaluation in this EIR. Therefore, this baseline situation results in no new impacts. Leaving the site in its current state would avoid all construction related impacts as demolition, grading, and construction. Because the No Project Alternative would not involve modifications to the existing developed site condition, it would not improve landscaping to levels aesthetically consistent with other modern development in the area and as required in applicable land use regulations. No impacts are associated with the No-Project Alternative because the Project site would remain vacant. Therefore, none of the impacts identified for the proposed Project would occur. Finding: No-Project Alternative fails. to meet basic project objectives. The City finds the No-Project Alternative would not support the General Plan in improving vacant and underutilized properties in the East of 101 Area of the City. The No-Project Alternative also would not achieve the social, environmental, and economic goals of the Project. It would not increase employment opportunities in the community, nor increase tax and other revenues to the City. The No Project Alternative is rejected for failure to meet basic project objectives. ALTERNATIVE 2: REDUCED INTENSITY ALTERNATIVE Floor Area Ratio (FAR) is a measurement of the intensity of development calculated by dividing the total square footage of the building by the total square footage of the site. A one story building that covers 100% of a site would have an FAR of 1 as would atwo-story building that covers only 50% of a site. This analysis considers a reduced FAR of the Project. Under this alternative, the Project's FAR would be reduced from the currently proposed 1.0 FAR for a total 291,634 square feet of 27 building space, to an FAR of 0.75, for a total square footage of 218,275. This Alternative represents a 25% reduction in the amount of building space proposed to be built on the Project site, which equates to at least two stories less building height excluding the proposed parking garage. Impact Analysis The impact analysis below focuses on those impacts that were determined to be potentially significant under the proposed Project. Less than significant impacts are discussed only if implementation of the alternative will substantially increase the impact. Reduced development intensity proposed under this Alternative would produce fewer vehicle trips and less air pollutant emissions. However, the Alternative's resulting degree of trip generation reduction would not reduce traffic levels sufficiently to reduce either the C/CAG peak hour trip generation limit impact (Traf-1), nor any off-site traffic impact to a less than significant level. Reduced square footage would result in a shorter construction phase so a reduced impact related to construction noise and diesel emissions from construction vehicles. Reduced square footage would also be expected to result in a reduced number of workers/level of operations so would translate to a reduction in the operational use of hazardous materials and potential for hazardous materials-related impacts. A reduction in the number of workers on site would also slightly reduce impacts related to geological events that could pose a danger to people as there would be fewer people on site. Overall, this Alternative would be environmentally superior to the proposed Project. Aesthetics Similar to the proposed Project, the Reduced Intensity Alternative would be upgrading the site with highly designed buildings and extensive landscaping and would have no significant aesthetic impacts. Air Quality Because this Alternative would result in fewer vehicle trips to the Project site than the proposed Project, air qualifjr impacts associated with vehicle trips would be slightly less than those identified under the proposed Project. The proposed Project's total (not subtracting for existing uses to be replaced) emissions are estimated at 19.09 pounds per day (Ibslday) for ROG, 23.18 Ibslday for NOx, and 29.47 Ibslday for PM10. URBEMIS 2007 (version 9.2.2) model estimates for this Alternative's emission results in amounts of 14.32 lbs./day for ROG, 17.39 lbs./day for NOx, and 22.11 Ibslday for PM10. All of these emissions are below the threshold of significance. While the building size would be reduced under this Alternative, the footprint of the buildings would be expected to remain the same. Therefore, this Alternative would result in the same or similar air quality impacts related to construction activities at the site as the proposed Project and mitigation measure Air-1 would be required to reduce the impact to aless-than-significant level. As with the proposed Project, despite contributing only less-than-significant levels to cumulative air 28 quality impacts, this Alternative will also be required to create and follow a Transportation Demand Management (TDM) Plan (Mitigation Air-3) that will reduce the number of vehicle trips and therefore the amount of emissions. Geology and Soils Impacts to the exposure of people and/or structures to strong seismic groundshaking and the effects of liquefaction, densification, and settlement would be slightly reduced under this Altemative as compared to the proposed Project due to the fact that fewer people would be employed at the Project site, thereby slightly reducing the risk of human injury. Mitigation measures Geo-2a, Geo- 2b, Geo-2c, Geo-3a, Geo-3b, and Geo-4 would be required to reduce these impacts to less than significant levels. Impacts related to increases in erosion during the construction phase of the Project and the potential for differential settlement due to unstable soils and Bay Mud would be the same as those described for the proposed Project. It is assumed that while there would be less square footage constructed under this Alternative, the footprint of the project would not change. As a result, no decreases in the potential for erosion or the exposure of structures to differential settlements would be realized by this Alternative. Mitigations Geo-4 and Geo-6 would be required to reduce these impacts to less than significant levels. Hazards and Hazardous Materials Impacts related to the potential for accidental upset, release, and environmental contamination of hazardous materials during project operation, and the potential impacts on the nearby children's center would be slightly reduced under this Alternative as compared to the proposed Project due to the fact that reduction in building size would reduce research and development activities on site with fewer employees and decreased use of hazardous materials. Mitigation measures Haz-1 a through Haz-1e, Haz-2b, and Haz-5 would be required to reduce impacts to less-than-significant levels. Similar to the proposed Project, this Alternative would result in impacts related to construction such as release of hazardous materials from structure materials during demolition, fugitive contaminated dust during grading and construction, potential contact with contaminated soils and groundwater, and the potential impacts on the nearby children's center. It is assumed that while there would be less square footage constructed under this Alternative, the footprint of the buildings would not change. Therefore, hazardous materials impacts related to construction would remain the same as with the proposed Project with the following mitigation measures required to reduce impacts to less-than-significant levels: Haz-2a, Haz-3a, Haz-3b, and Haz-4. Hydrology While the square footage on the Project site under this Alternative would be reduced by approximately 25%, the project footprint would not be expected to change under this Alternative. As a result, the Reduced Intensity Alternative would result in the same or similar impacts to hydrology and water quality as those described for the proposed Project. Mitigations measures Hydro-1 through Hydro-4 would be required to reduce impacts to less-than-significant levels. 29 Land Use and Planning Similar to the proposed Project, the Reduced Intensity Alternative would not result in any significant land use impacts. Noise Because the total square footage of the Project would be reduced by approximately 25% under this alternative, it is expected that construction phases would be shortened, thereby decreasing the duration ofconstruction-related noise in the Project area and resulting in somewhat reduced construction-related noise impacts compared to those described for the proposed Project. Mitigation measure Noise-2 would result in this Alternative having, like the Project, ales-than- significantimpact. Transportation and Circulation Similar to the proposed Project, the Reduced Intensity Alternative would result in new vehicle trips in the vicinity. The number of trips generated under this Alternative would still result in an increase over the threshold of 100 new vehicle trips, triggering the requirement of a TDM Plan. When compared to the proposed Project, this alternative would reduce peak hour trip generation by 25 percent. However, this degree of trip generation reduction would not reduce traffic levels sufficiently to reduce either the CICAG peak hour trip generation limit impact (Traf-1), nor any off- site traffic impact to a less than significant level (Intersection Level of Service [Traf-7, 8, 9, 10, 11]; Signalization Needs [Traf-12]; Intersection Queuing [Traf-13, 14, 15, 16]; and Off-Ramp Diverge [Traf-17]). In addition, it could not necessarily be assumed that the one significant on-site impact (pedestrian circulation) would be acceptable in a revised reduced intensity sight plan, although this would be easy to mitigate. Impact Traf-17 (unacceptable operation of the diverge of the U.S.101 southbound off-ramp to the Oyster Point/Gateway intersection) would remain a significant, unavoidable impact. Utilities and Service Systems As the Reduced Intensity Alternative would reduce the total square footage of the project, fewer employees would be accommodated at the Project site. This reduction in employees would translate to reduced wastewater flows relative to the proposed Project. Therefore, impacts related to increased wastewater flows would be somewhat reduced under the Alternative as compared to the Project. Mitigation measures Util-1 a and Util-1 b would be required to reduce the impact to a less-than-significant level. Ability to Accomplish Project Objectives The Reduced Intensity Alternative would support many of the Project objectives, though to a lesser degree than the proposed Project. The Reduced Intensity Alternative would still create some new quality jobs and generate some additional tax and fee revenue. It would also upgrade and provide quality research and development facilities in the East of 101 Area. However, this alternative would 30 not avoid the Project's significant and unavoidable impact, or otherwise reduce the Project's effects to aless-than-significant level. Finding: The Reduced Intensity Alternative fails to meet basic project objectives. The Reduced Intensity Alternative would result in a project similar to the proposed project, but smaller in size. Therefore, the Reduced Intensity Alternative would be incapable of generating all of the benefits of the proposed Project. It would not for example, generate as much tax revenue for the City, or create as many new employment opportunities. Furthermore, while the Reduced Intensity Alternative may further minimize some of the less-than-significant impacts of the proposed Project, the Alternative would be incapable of minimizing the significant and unavoidable impact to the off-ramp operation at the mainline diverge. For the reasons stated, the City Council finds that the Reduced Intensity Alternative fails to meet basic project objectives. ALTERNATIVE 3: REDUCED PARKING & MODIFIED CIRCULATION ALTERNATIVE Under the Reduced Parking and Modified Circulation Alternative, the Project's parking would be reduced from the 925 stalls required under the Municipal Code, to 748 stalls, and on-site vehicle circulation would be modified by providing connectivity between surface parking lots vis-a-vis demolition of the existing building at 215 East Grand Avenue. Also, vehicular ingress and egress would be provided across the westerly property line connecting to Forbes Boulevard. Impact Analysis This alternative would allow for a reduced parking structure and therefore a somewhat shorter phase for construction-related noise. A slightly modified vehicular circulation pattern would have no further effect on reducing.vehicle trips and no discernable change to the construction period. With no other changes to the Project, all other impacts would remain the same or similar under this Alternative as under the proposed Project. Aesthetics Similar to the proposed Project, the Reduced Parking and Modified Circulation Alternative would also upgrade the site with buildings of higher quality architecture and landscaping area additions. Consequently, no significant aesthetic impacts would result. Air Quality As compared to the proposed Project, this Alternative would result in the same or similar air quality impacts. The proposed Project's total (worst case scenario not subtracting for existing uses to be replaced or mitigation measures) emissions are estimated at 19.09 pounds per day (Ibs/day) for ROG, 23.18 Ibslday for NOx, and 29.47 Ibs./day for PM10. URBEMIS 2007 (version 9.2.2) model estimates for this Alternative's emission results in the same amount as the proposed Project. As compared to the proposed Project, this Alternative would also result in the same or similar air quality impacts related to construction activities at the site, which would not be reduced because the building footprints are not expected to change. While increased demolition activities related to 31 the removal of the structure at 215 E. Grand Avenue would result, Mitigation Air-1 would be required to reduce all demolition-related air quality impacts to aless-than-significant level. Similar to the proposed Project and despite contributing only less-than-significant levels to cumulative air quality impacts, this Alternative would also be required to create and follow a Transportation Demand Management (TDM) Plan (Mitigation Air-3) that will reduce the number of vehicle trips and therefore the amount of emissions. Geology and Soils Impacts to the exposure of people andlor structures to strong seismic groundshaking and the effects of liquefaction, densification, and settlement would be the same or similar under this Alternative as compared to the proposed Project. Mitigations Geo-2a, Geo-2b, Geo-2c, Geo-3a, Geo-3b, and Geo-4 would be required to reduce these impacts to less than significant levels. Impacts related to increases in erosion during the construction phase of the Project and the potential for differential settlement due to unstable soils and Bay Mud would be the same as those described for the proposed Project. It is assumed that while the parking garage would have reduced square-footage under this Alternative, the footprint of the buildings would not change. As a result, no decreases in the potential for erosion or the exposure of structures to differential settlements would be realized by this Alternative. Mitigations Geo-4, Geo-6a, and Geo-6b would be required to reduce these impacts to less than significant levels. Hazards and Hazardous Materials While the size of the parking structure would be reduced under this Alternative and the footprint of the buildings would not be expected to change, this alternative would result in the demolition of one additional building at 215 E. Grand Avenue. Therefore, as compared to the proposed Project, there may be an increased risk for potential release of hazardous materials from structure materials during demolition, such as fugitive contaminated dust during grading and construction, potential contact with contaminated soils and groundwater, the potential for accidental upset, release, and environmental contamination of hazardous materials during project operation, and the potential impacts on children's daycare in the vicinity. However, Mitigation measures Haz-1 a through Haz- 1e, Haz-2a, Haz-2b, Haz-3a, Haz-3b, Haz-4, Haz-5, Haz-6a, and Haz-6b would have equal effect in reducing impacts relating to this Alternative to less-than-significant levels. Hydrology While the square footage of the parking garage under this Alternative would be reduced, the project footprint would not change under this Alternative. Also, as the adjacent property at 215 E. Grand Avenue consists of 100% impervious surface, altered circulation would include landscape areas increasing the total permeable surface area. As a result, this Alternative would result in the same or similar impacts to hydrology and water quality as those described for the proposed Project. Mitigations measures Hydro-1 through Hydro-4 would be required to reduce impacts to less-than-significant levels. 32 Land Use and Planning Similar to the proposed Project, the Reduced Parking and Modified Circulation Alternative would not result in any significant land use impacts. Noise While the amount of building demolition would slightly increase under this Alternative, noise impacts would be similar compared to those described for the proposed Project since the total construction timeframe would be minimally altered. Demolition of one additional building located at 215 E. Grand Avenue would likely take less than one day. Moreover, any increase beyond this would be adequately addressed by Mitigation measure Noise-2 and which would reduce the impact to ales-than-significant level. Transportation and Circulation Similar to the proposed Project, this Alternative would result in new vehicle trips in the vicinity. However, when compared to the proposed Project, this alternative would reduce peak hour trip generation. This Alternative would result in a degree of trip generation reduction insufficient to reduce either the CICAG peak hour trip generation limit impact (Traf-1) nor any off-site traffic impact to a less than significant level (Intersection Level of Service [Traf-7, 8, 9, 10, 11]; Signalization Needs [Traf-12]; Intersection Queuing [Traf-13, 14, 15, 16]; and Off-Ramp Diverge [Traf-17]). In addition, it could not necessarily be assumed that the one significant on-site impact (pedestrian circulation) would be acceptable in a revised reduced intensity sight plan, although this would easily mitigated by Measure Traf-5 (Sidewalks and Crosswalks). Impact Traf-17 (Off-Ramp Operation and Mainline Diverge) would remain a significant, unavoidable impact due to the inability to provide a second off- ramp lane connection from the U.S.101 mainline to the southbound off-ramp providing access to the Oyster Point Boulevard/Gateway Boulevard intersection. The limited spacing between the southbound off-ramps to Bayshore Boulevard and to Oyster Point Boulevard precludes making this improvement. This impact would be reduced under this alternative, but would still remain significant and unavoidable. Utilities As compared to the proposed Project, this Reduced Parking and Modified Circulation Alternative would result in the same or similar impacts related to increased wastewater flows and mitigation measures Util-1 a and Util-1 b would be required to reduce the impact to ales-than-significant level. 33 Finding: The Reduced Parking Alternative fails to meet basic project objectives In light of the entire record, including the letter submitted by DGA Architects, the City finds that the parking reduction described in this alternative is substantially greater and more onerous than the parking restrictions considered, and ultimately approved, for other similar projects located in the East of 101 Area. The Reduced Parking Alternative effectively requires a 19% reduction in the number of parking spaces from the amount required under the Municipal Code. The indirect effects of the Alternative could prevent the Alternative from meeting basic project objectives. For example, provision of substantially fewer parking spaces per gross square foot, as compared to other developments in the area; could make finding tenants for the project difficult. This would negatively affect the viability of the project (Project Objective #4), as well as the project's ability to generate tax revenue for the City (#3) and create quality jobs (#2). It would also impede the growth of the area's high technology research and development uses. The Reduced Parking Alternative, therefore, fails to meet the project's basic objectives. Foi- the reasons stated, the City finds that requiring such a substantial and unique reduction in available parking is an infeasible alternative to the proposed Project. 34 Exhibit B Statement of Overriding Considerations STATEMENT OF OVERRIDING CONSIDERATIONS 1. General. Pursuant to CEQA Guidelines section 15093, the City Council of the City of South San Francisco adopts this Statement of Overriding Considerations for those impacts identified as significant and unavoidable in the 213-217 East Grand Avenue Environmental Impact Report ("213-217 East Grand Avenue" or "Project"). (Resolution No. .) The City Council has carefully considered each impact in reaching its decision to approve the Project. The applicant proposes to redevelop an older industrial property in the East of 101 area by demolishing four existing 1 & 2 story buildings totaling 124,000 square feet, and the subsequent construction of one 9-story office/research and development (R&D) building totaling 291,634 square feet. The Project would constitute a net building floor area increase of 167,634 square feet. A 5-level parking garage containing 616 spaces would be attached to the new building. An additiona1210surface parking spaces would also be provided. The Project is expected to also include the abutting property at the southeast corner of East Grand Avenue and Roebling Road (221 East Grand Avenue), which is currently under separate ownership but under contract with ARE. Also proposed are substantial landscaping upgrades including a new entry plaza along the project area's East Grand Avenue frontage, a new landscape plaza centrally located to the proposed buildings .The proposed project is located in the City's East of 101 Area and is controlled by the East of 101 Area Plan. . The City Council adopts this Statement of Overriding Considerations with the original land use approvals, i.e., the General Plan re-designations for the business and technology park use parcels located in the East of 101 Area. The City Council hereby adopts specific overriding considerations for the impacts listed below that are identified in the EIR as significant and unavoidable. The City Council believes that many of the unavoidable environmental effects identified in the EIR will be substantially lessened by mitigation measures adopted with the original General Plan approval and by the measures adopted through the current project approval, including the Mitigation Monitoring and Reporting Plan for the EIR. Even with mitigation, however, the City Council recognizes that the implementation of the Project carries with it unavoidable adverse environmental effects as identified in the EIR. The City Council specifically finds that to the extent the identified adverse or potentially adverse impacts for the Project have not been mitigated to acceptable levels, there are specific economic, social, environmental, land use, and other considerations that support approval of the Project. 2. Unavoidable Significant Adverse Impacts. The following significant and unavoidable environmental impacts have been identified in the Environmental Impact Report for 213-217 East Grand Avenue Office/R&D Project: Impact Traf-17: Off-Ramp Operation At Mainline Diverge. The following off- ramp diverge location from the U.S.101 freeway mainline would receive a significant impact due to the addition of Project traffic to year 2015 Base Case volumes. • U.S.101 Southbound Off-Ramp to Oyster Point Boulevard / Gateway,Boulevard Intersection AM Peak Hour: The Project would increase off-ramp volumes by 2.4 percent (from 1,678 up to 1,718 vehicles) with Base Case volumes already exceeding 1,500 vehicles per hour. Mitigation Measure Traf-17: Improvements for Off-Ramp Operation. No improvements are feasible to mitigate project-specific impacts. The location of southbound off-ramp connections to Airport Boulevard and to Oyster Point Boulevard, and particularly the proximity of the connections to existing adjacent development, precludes the possibility of providing a second off-ramp lane connection to southbound U.S.101 to serve the Oyster Point Boulevard southbound off-ramp. Finding: There are no feasible mitigation measures that reduce this impact to a level of less-than-significant. Given the proximity of the off-ramp to existing, adjacent development, construction of a second off-ramp lane to alleviate traffic impacts would be prohibitively expensive in relation to the types of land uses that it would benefit. Given these economic concerns, mitigation of this impact is not feasible, as that term is defined by CEQA (Pub. Resources Code, § 21061.1.) Under CEQA, the City has an obligation to balance public objectives, including specific economic concerns, against the benefits of the project. (See id. § 21081(a)(3).) Where economic concerns render mitigation of an impact infeasible, the lead agency may reject mitigation. As the mitigation of this impact is not feasible, this impact would be considered significant and unavoidable. 3. Overriding Considerations. The City Council now balances the unavoidable impacts that apply to the development of the 213-217 East Grand Office/R&D Project, against its benefits, and hereby determines that such unavoidable impacts are outweighed by the benefits of the Project, as further set forth below. The following specific economic, legal, social, technological, land use, and other considerations support approval of the Project: A. The Project is expected to generate a new source of significant tax revenue for City of approximately $20,000,000. Additionally, at full build out, the Project is expected to employ an additiona1600 employees. Many of these new positions will be filled by residents of local communities. B. The existing physical environment consists primarily of industrial development, with limited sidewalks and minimal site improvements, and which lacks amenities. The Project will convert the property to uses consistent with research & development uses, including additional amenities and improvements. The proposed Project will be built to the Leadership in Energy and Environmental Design (LEED) Green Building Rating System standard and also provide landscaping and lighting for the property and improve .the overall aesthetic character of the site. C. The Project is consistent with the General Plan Guiding Policies for the East of 101 Area, which provide appropriate settings for a diverse range of non- residential uses (3.5-G-1) and promotes high-technology, and research and development uses (3.5-G-3). D. The Project is consistent with General Plan Implementing Policies, which generally promote research & development uses, to the exclusion of residential and more traditional industrial uses. (See 3.5-I-3, 3.5-I-11.). E. The Project is designed to take advantage of and promote the use of public transit by adopting a Transportation Demand Management Plan that provides incentives for employees to use alternative modes of transportation, promotes parking cash-out incentives, and uses a lower parking ratio to increase ridership on BART and the East of 101 shuttle service, as well as constructing pedestrian walkways linking the Project to the adjacent shuttle stops and. bikepaths. MASTER SIGN PROGRAM F®R A~.exandria 'Technology Center . 213 East brand avenue Submitted To: The City of South San Francisco 315 Maple Avenue South San Francisco, CA 94080 (650) 877-8535 Submitted By: ARE-San Francisco No. 21, LP Terezia Nemeth, Vice President Development ALEXANDRIA REAL ESTATE EQUITIES, INC. 1700 Owens Street San Francisco, CA 94158 Table of Contents 1. Concept & Overview 2. Site Plan 3. Sign Type "A", Project Entry Monmuments 4. Sign Type "B", Exterior Fascia Tenant Signage 5. Sign Type "C", Building Address Numbers Sign Type "D", Building Specific Monuments 7. Sign Type "E", Directional Signage 8. Sign Type "F", Shipping & Receiving Signage ALEXANDRIA TECHNOLOGY CENTER 213 EAST GRAND AVENiJE CONCEPT and OVERVIEW 1. Introduction Signage is an important element for the identity of this project. Our purpose, with the Master Sign Program, is to set forth guidelines to ensure a consistency in format and quality that reinforces the collective image of the project as an upscale and professional biotechnology center. Our intention is to enhance the overall appearance of the Center by creating a signature sign style that carries across all the various signage types in the Center. Additionally, our purpose is to support each business in reaching its fiill potential by providing it with adequate exposure to its customers and vendors, to the financial community, and to the visiting public in order to benefit all parties concerned, and contribute to the benefit of the commtnity as a whole. 2. P ose The Alexandria Technology - 213 East Grand Avenue Signage Program has been established for the purpose of assuring a fiinctional, coordinated graphics program that tivill provide project and Tenant identification and traffic control, while encouraging creativity, compatibility, and enhancement of the Project and the City of South San Francisco. The Alexandria Technology - 213 East Grand Avenue Signage Program has been prepared in accordance with the City of South San Francisco's 'Zoning Ordinance Sign Standards'. 3. Design Intent The guidelines for this program are designed to assure consistency in signage for the mutual benefit of current and fithtre tenants, as well as to coordinate the type, placement and physical dimensions of signs placed within Alexandria. Technology Center - 213 East Grand Avenue to provide an artful, homogenous statement for the Project. In order to maintain consistency of quality and design characteristics, all signs must be requested in writing through the Landlord. In cases no covered by the Alexandria TecFnology Center - 213 East Grand Avenue Signage Program, the prevailing criteria will follow the City of South San Francisco's 'Zoning Ordinance Sign Standards'. 4. AuProvals and Permits Each Tenant and/or user will be directed to contact the current Asset Manager for the Alexandria Technology Center - 213 East Grand Avenue at Alexandria Real Estate Equities' regional office. Conformance to the signage program will be strictly enforced. All signs are subject to the sign guidelines for the property's zoning district. Any non-conforming or tmapproved signage installed by a Tenant and/or user must be brought into conformance at respective party's own expense. These criteria do not imply that govemmental approval will automatically be granted. The party desiring signage has sole responsibility for obtaining any and all required approvals from Landlord and govemmental agencies, and must obtain appropriate permits through the City of South San Francisco's Planning Department. 5. General Requirements a) Each Tenant and/or user shall submit or cause to be submitted to Landlord for approval, before fabrication, at least three (3) color copies of dimensioned, detailed design drawings indicating the location, size, copy layout, colors, materials, finishes, ilhimination, and method of fabrication and attachment. b) All sign applications require a signahtre from the property owner j~rio~~ to review and approval from the City of South San Francisco. c) All permits for signs and their installation required by the City of South San Francisco shall be obtained by Tenant or Tenant's representative, at Tenant's sole expense, prior to installation. d) All signs shall be constructed, installed and maintained at Tenant's sole expense. e) Tenant shall be responsible for fulfillment of all governmental regturements and specifications, including those of the City of South San Francisco and the Uniform Electrical Code. f) The size and amount of free-standing and wall-motulted signage shall be consistent with the appropriate Zoning District. g) All signs shall be reviewed for conformance with these criteria and overall design quality. Approval or disapproval of sign submittals based on aesthetics or design shall remain the right of Landlord or Landlord's representative, and the City of South San Francisco. 6. General Construction Specifications a) All signs must meet or exceed all current applicable codes (i.e. Electrical, Mechanical, Struchiral, etc.). b) Signage must meet all regturements of the State of California and the City of South San Francisco. c) All exterior signs shall be secured by stainless steel, nickel, or cadmium plated fasteners. d) All exposed fasteners to be painted to match the backgrotmd surface. e) All wireways, transformers, electrical boxes, switches, wiring, conduit and access doors shall be concealed. f) All exterior signs exposed to the weather shall be flush mounted, tuiless otherwise specified and approved by Landlord. g) No raceways allowed, tulless absolutely necessary and prior approval has been granted by the Landlord or Landlord's representative. h) All illuminated Tenant signs attached to btulduzg wall or fascia shall be connected to a jtulction box & final hook-up, with connections to be made by Tenant's or Landlord's signage contractor. All Tenants shall have their signs connected to their own respective electrical panel, unless otherwise approved in writing by Landlord. i) All penetrations of the building structure made by Tenant's signage contractor required for sign installation shall be neatly sealed and watertight. j) All identification labels shall be concealed, except where regtured by code. An Underwriters' label is required on all electrical signage. k) Signage contractor shall repair any damage caused by his work. Damage to stricture that is not repaired by the signage contractor shall become the Tenant's responsibility to correct at its own expense. 1) Tenant shall be fully responsible for the work of its signage contractor, and shall indemnify, defend and hold the Landlord, Landlord's representative, anall parties harmless from damages or liabilities on account thereof. m) Sign surfaces that are intended to be flat shall be without oil canning, or other visual deformities. n) All exposed welded seams and joints shall be finished smooth. o) The general location of wall signs shall be centered vertically and horizontally on fascias, unless otherwise specified and approved by Landlord. 7. Administration a) Hours u1 which signage will be illuminated, shall be determined and controlled at the Landlord's sole discretion. b) Landlord reserves the right to hire an independent electrical engineer (at Tenant's sole expense) to inspect the installation of all signs and to require that any discrepancies and/or code violations be corrected at Tenant's expense. c) Tenant's sign company shall carry workman's compensation and public liability insurance against all damage suffered or done to any and all persons and/or property while engaged in the construction or erection of signs in the amount per occurrence set by Landlord at that time. d) At the expiration, or sooner termination of Tenant's lease term, Tenant shall be required to remove its signs, cap-off the electrical, patch the fascia, and paint the entire fascia area to match the surrotmding areas, if required by landlord, at Tenant's expense, within seven (7) days of Landlord's notification of same. e) Sign contractors shall be advised (by Tenant) that no substitutes will be accepted whatsoever unless so indicated in specification and approved i1 writing by Landlord and Tenant. Any deviation from these specifications may result in the rejection of the sign by Tenant and/or Landlord. f) In the event any conflict in the interpretation of these guidelines cannot be satisfactorily resolved, the Landlord's decision shall be final and binding upon the Tenant. 8. Prohibited Sims a) Abandoned signs b) Signs advertising or publicizing an activity, service or product, except for community interest signs permitted by the City of South San Francisco, which must bepre-approved by Landlord in writing. c) Animated, moving, flashing, blinking, reflecting, revolving, or a~ay other similarly moving or simulated moving sign. d) Balloons, gas-filled balloons, flags, banners (except as permitted by Code), and pennants. e) Signs on benches, bicycle racks, picnic tables, light poles, trash receptacles, foot bridges, decks or other sign appurtenances. f) Off-site signs, except as permitted by Code. g) Signs mounted on the roof or above the lower eave line of a mansard or similar roof. h) Signs on public property or in a public right-of-way, except for publicly installed traffic and street identification signs, approved special event signs or other signs expressly permitted by this Code. i) Signs painted on or affixed to fences or roofs. j) Signs that simulate in color or design a traffic sign or signal, or which make use of words, symbols or characters in a manner which could interfere with, mislead or confuse pedestrian or vehicular traffic. k) Temporary signs, including, but not limited to, "A" frame signs and sandwich boards, any sign motmted or pavlted on a vehicle parked or located so as to function as an identification or directional sign(s) identifying a business or product. 1) Windblown devices, including by not limited to windmills, kites, display flags, streamers, balloons, blimps, or similar devices designed to attract attention to a property or business by movilg in the wind. 9. Temporar~igiis a) Temporary signs shall be permitted within the Alexandria Technology Center - 213 East Grand Avenue at the sole discretion of the Landlord and the City of South San Francisco and require prior written approval. Sign Tyke "A" -Project En Monuments These two monuments will set the standard for the project signage program by establishing the design motif and personality of the Center. It will retlect substance, grace prosperity and good taste. One (1) each will be located at the east and west entry to the Center off of Grand Avenue. This will allow traffic to identify the project and make appropriate arrangements to enter the parking lot safely. Sign Face: Brushed Aluminum Grip-Gard 9ALU33754 (NP104) with a gloss finish. Sign Base: Bronzed Metallic Aluminum Base Cladding Form in ColorMap 314F1, Grip-Gard CMap-2595, with a gloss finish. Copy: Helvetica Condensed Bold. Films: Opaque color - 3M ScotchCal Vinyl. Lamps: T-12 H.O. Daylight White Fluorescent Bulb(s) spaced for even lighting. For more specific uzformation, please see enclosed engineered drawuzgs. W ~ / Q a ,~ ,.,\ ~,~~. LL ~ .; ~ J Z .` ~ W '^ ~__ /,~ ~ ~ - \~. ~~~ ~ asa ~f~' - - ~\ \\~ / / i ,-J~'- ~ ~ J -- Ti R _ N y na - - ~ \\ ~ ~' \1 ~ ~j ~ µq ~ `~ , ~ i \ ' / ~ ~ ` ~--~. t~ e v.v ~.. ~ t _ a F- `~ r ~.. E ~ W A.\ ~ ~ ~r '1 I' - W ra ~\ ~ ~J .~ Z a z ,,\ ~ ~, ~~. i ~~ .~ ~ .~ ~ ~ ` Y ~ / J ~ F,,, L ~0~~ ~ ~ ~ ~ ~ ~V~ ~ u ~~ ~ t J ~ \\\ ~ -- ~ , ,. - J \ ~. ~ - ~~~~ _ ~ - Q \\ p~~ ~ _~, r--~ - - Z s f g v ~. ~ ~ ~, .~ ~ ~ ~ L U / ~ ~, ~``~• f U ' ~~ \~ V \ z CO `\\ ~ s V1 \\ L a Z ~ m ~ ~~ J ~ Q W Q ®. W LL ~ ~ ~ W ~ ~ _ H ~ o ~ ~= td) Z ~ ~~ > ., . ` y /+ r ..a i ~ i .. ~ t' ~ : - - ~'~ . f i -_ ~ ,;ti ~ . ~ ~ ~ J 1 , --• ~ u- --- _ .. _, r _i i '- _~_ ._. _ _ ~^ _.~ ~ I _ . ,~+. ~ r ~ !' 1 _,r., ,_~_ // _,, ~ .. ~+ - µ IF j. ~\ r ~ ~ i ' .. ~ ...:. .__ 5 „ ~- ~s~~~s~ .__n.._ .__..._ . __ ~~_.__._ _.__ _ _.._~..... , ._.~_~ ~~ ., _ ..~,. ~ ._ ~-RAFFlC EAST GRAND AVENllE ~ ~ ! i ~ ! ~ LOCATION I -TYPE A k w N~tn 0 30 60 9Q GRAPHIC SCALE (In Feet) ~: tT ~- MONUMENT SIGN LOCATION f -- 213 EAST GRAND AVENUE F - -. _ i ~ . ~~(~ DGA planning ~ architecture ~ interiors AL~XnN D~.[~L. Sign Type "'$" -Exterior Fascia Tenant Signage: One to nine tenants will occupy the building. If the building is predominantly occupied by a single tenant, that tenant will be allowed two (2) signs located on the upper band of the fascia of that respective buulding (see Elevations) at specified locations. If the building has two predominant tenants, each tenant will be allowed one (1) sign located on the upper band of the fascia of that respective building. Guidelines for this signage will include the following: *Two (2) signs per building reflecting the predominant tenant(s)' name and logo. No tag lines or ancillary copy will be permitted Lu~l.ess Landlord approval has been obtained. *Signage will be located in the areas indicated on the attached elevations for each respective building. Sign specifications will meet City code and landlord approval. *Recommended signage materials include alununum construction with acrylic polyurethane for the lighted areas. Internal illumination will be provided by single or double neon tubes (see Mounting Detail). G .~~'~' z ~ e f > r ~ '^ ~*n-~ ~~ u r _?x .fat ~ ~{'i ~~'~i 3~~~ n ~ _ " sy Q s; '~j~ { ~t ~1 Z ( ~ ff ` ~ ~~ f ~ ~ ~~ ~ ~~ ~~~ } ~ ~ ~~ ~ _ W e- , 4 f n v~-a a+~ ~4. '" Y N ~ .. ~ ~ fr b o qU Y ~r. ~ ~ -~ ~- -~ --;.~ ___~____~ _ ~' w ~ ~ ~ _ - ~ r ~= t~ C ,~~ L n3 A.. ~y~ ~ - , ~ .~ s~ ~ ~ $. ~ f u .a.-Al ~+ Q EI "~ C ~~ 1 ~ V i.=' I- x;1 j l I A' r .4 a Q _ -M~ ~ w X45 a - ~ L t :;&'~ l7 °i S ~~a ~v _ - .~ °y~~~,i Z O '~ a a ~ , ~'tY .~__ Z ~t _ v J II ,.r ~: ~j '~ F ~ 1 ~~ 8n _ _ _ _ _ f E ~ , ®~ ~5 1. N ~ j ~ r+] u ~., ~ ~~ '~~~a~s '~ - ~ 'd~ilp ~, r. m ~'~rp 1~ 1 ~ 5 y ~ ~ 1 ~ ~ ' ~~ M '; ~ _ ~ a tr,, i.~ Z ~ ~ ~ -'~ ~~' -, ~` ~. U R U' U . . ,.T1 ry .~..7y W 9 ~T~ - ~z 5~...- ~ ~~,Wy^~~,~1~J~j~~j~~~ W ~ _ _ ~ »:w. __ r,J~ Sign Type "C" -Building Main Entrance Address Number Each building will have its address number clearly visible to assist visitors to the Center and to aid emergency persoruzel to quickly identify the specific property they maybe stunmoned to. Guidelines for this signage will include the following: '"The building address numbers will be installed at the main entrance of each building, molulted direction on the glass panel above the main entry doors. *'I'he address ntunbers will be approximately 18 inches tall and fabricated in polished stainless steel. The numbers will be installed centered both horizontally and vertically over the main entrance doors. L~ :.Y~~ Z ;~ ~ ~ ~. u .. J ?~ - a y ~y ~y .. w . NA Jt~~C~4F. Y c ~ ~. ns~. ~.. '~ :C. ~ {~ ~-~~ i~ r" .~:.~ ~i ~~~ir~"~~` ~~ ~~~ ~, . ~: ~~~; ~;r ~ ! ~~ ~~~i Z ~ T u ~ ~,~ J 5 ~ 3 . ~~ R~ iq~{y~~yy,~~p~y,~ ~ii ~ ' lit~@'"ififMJ~ ~ ~ , Y. ~~ ~~ ~.~ ~ f °~ ~7 ~_~ ~ o ~~ ' z p o ~~ O Q ~ '~ _ ?- ~ ~ ,7 il. ~~ ~ ~ rt ~ ,~r~~~~ ¢~~ ..."? 2. -~~ ' ' 1.. Z _ _ ~ ~~'"' ~ ` r~_ ~~ ~.--; w~ ~c,x-. ;~ ~.- ~~. y Z 4i' 1 Q . _ _ ~ a~ ~j rµ3. I ©~ ~ - ~ :~ I- J ~~ ~ ~ ~ ~ 3 S~J I ~'L+r , Drt~ I W ~ fit" s~ _ { ~ ~-,~ -~ -~ ~-` f.~W `fir ~! Vl ~, a~l+ y rr W _ ,,. Z a i ' ~~ ~ ~ ~ 3M W l7 _._. W p -. M o- W Z W Q Z Q W M N 3 W W z W Z O 0 Q ~' w ~ a- a w W 3 ~ Z u J a a Q l7 Z z a J a N L O u c L V a~.r L u na c G c o. Q t~ 0 ~~ Si n~Ty~e "D" - Building_Specific Monuments - NO'F USED Sign Face: Brushed AhtminLUn Grip-Gard 9ALU33754 (NP104) with a gloss finish. Sign Base: Bronzed Metallic Aluminum Base Cladding Form in ColorMap 314F1, Grip-Gard CMap-2595, with a gloss finish. Copy: Helvetica Condensed Bold. Films: Opaque color - 3M ScotchCal Vinyl. Lamps: T-12 H.O. Daylight White Fluorescent BulU(s) spaced for even lighting. For more specific information, please see enclosed engineered drawings. Sign Type "E" -Directional Signage Sign Face: Brushed Aluminum Grip-Gard 9ALU33754 (NP104), with a gloss finish. Copy: Helvetica Condensed Bold 3M ScotchCal Vinyl For more specific information, please see enclosed engineered drawings. ~ ~ ~ ~~ ~ ~ S ~~~ ~f '~~ ti ~ .: ~ . __ ~' ~ o ~, _ +17.5 /''~ f • ''`0 ~ ,- ~ ~~Q' / ~' LOCATION 2 -TYPE E --- 1SURFACE PARKING ~ ,r '; GARAGE PARKING 1 1 1_ i LOCATI©N 2 ELE`+/AT10N k Noah 0 3fl 60 90 GRAPHIC SCALE {In Feet) ~- ~_ ~, -: r .., . ., KEY PLAN SITE SIGN LOCATION 2 -- 213 EAST GRAND AVENUE ~' _ _ . _~:` II tt DGA planning ~ architecture ~ interiors '"''' f '1 A L it X n N D 1: I A. ,.m. _` ~. _____"\ ~~, ~,. ' 1 • t + .~~ --,~,~ ~' ,~ ~r~ ._ . ~ ~ ~ ~~ `~ s 1 ~ ` ~ Y ~ '. ~ ~ ~, ` 'x'6, ~1'"~~',4 nn '~ ~~ --- . _ ~ ~ k~G ~ ~ ~, { '_ _t~ ~ ~c4' ~ ~~ ~ t ~\ `(1-~' tt1 'rte ~v^'r"..i ,~ •;~ L i f • .^~._ { ~_ 7 ' f'- ". _ ` ~ ~ ~_ LOCATIC7N 4 - TYQE E k e Noah --- ~' GARAGE PARKING 7 SHIPPING! r ~} RECEIVING i ~+ 1 ~~ f ~t LOCATION 4 ELEVATION 0 30 b0 90 GiRAPHIC SCALE (In Feet) .~ SI'T'E SIGN LC3CATIC3N 4 -- 2! 3 EAST GRAND AYENEdE ~tl ~ DGA planning ~ architecture ~ interiors _ _ __,,, - ~: f~LEX~1NDRi~I. :.. _ , ,~~,~ ,.,_~P :~;~. ._.. ..:, s>_ _ - +30.0 T~,~ ,~.~ V..~.,,~ x, 1 _!~ ___, ,: ,~ ,_ . _-___.__ I -~ 1 ~, ~# ..... .. F ~.... ~ r ~.~_ _~^ ,.~'" __ i; _ _ P _ a - I~t~>t r, .~~ rah r- l ~ ~. ~, $ k r k'?L r Y 1 l O y ~'~ y, ~ ~ ~°~ 1 ~ _ 1 M ~ ,..._., - i ,.I y.~ -~- ~ _~...r-- LflCATI®N 5 -TYPE E GARAGE PARKING r r SFIIPPING! ~ 1 RECEIVING ~~, 1 I t ~_ ~. LocATIVN 5 ELEVATION k w Np~~h D 30 b0 90 GRAPHIC SCALE (In Felt) KEY PLAN SITE SIGN LC?CATIt3N 5 -- 2 ! ~ EAST GRAND AYENUE ~~. ~R.~.^a'., DGA planning ~ architecture ~ interiors -- f~LEXANDRIA: r - `~ ,~'" +~o ~~ ~. ~,~ 5` ~ ~~ '~ ~~- • ~r :" ~~' xq~ f s `~~ ~. ~: ~~ , ~ ~ z;; LOCATION b -TYPE E LOCATION 7' -TYPE 1= k x ~o~th ~~ GARAGE PARKING ;~ SHIPPING/ S, RECEIVING ~, 1 'i ~~ `~ LOCATION b ELEVATION f:. - i.~~.~ ~' ~_ 0 3U 60 90 GRAPHIC SCALE {In Feet) SITE SIGN LOCATION b & 7 -- 213 EAST GRANE3 A'1~ENtlE ~~ DGA tannin arch' ~~~ p g ~ itectui e ~ interiors tiLE:X~LNDRIA '~.J ~, ^~ f J+_"'~~ - + •I'~~_~.__ __ 7! ~ '~~~`L Ali I~j~: ,- F ~`~ tr ; .~,` „ , ~, - ~~~ ~ ,,if .~~ t`r ,~ o ~ ~ f! ~ V X / ~. '~ l r ,` ~, ~ 7 .~.. ` ,_ ~~ ' +24.5 f' '° P r -~ ~ ~.- `....ti f / `~ esq. ` -,+(/ ~ ~) r~~1 ~1 ~~ ~ ' +~~ Ci~- \~.. , ~ J^ / /' /~' y//1 ~ ~- LOCATION 3 -TYPE E k w Nth _ ~ _ .__ ._ ,_ _ __. ,` GARAGE PARKING ;^l SI~iIPPING! ~f RECEIVING '~ I' tip, ~, , LOCATION 3 ELEMATION 0 30 b0 9th GRAP#-IIC SCALE {In Feetj _. r,., °. - 1.~~•~ / lt ~~ . - 74 ~ - .\ r ,,- ,./- ,~:-y ~ ~. ~ ~, ~ _ ~i `~ ~~~ ,; ~; f - ~. .~~ .~ ~X yr KEY PLAN ,.::.: _ SITE SIGN LOCATION 3 -- 313 EAST" GRAND AVENUE ... _. DGA tannin architecture --..--- ~I ~ p g ~ ~ interiors ALEXAND~I~1 Sign Type "F" -Shipping & Receiving Material: Brushed Ahtminum Copy: Helvetica Condensed Bold 3M ScotchCal Vinyl For more specific information, please see enclosed enguzeered drawings. March 10, 2008 Prepared by ^ )~ ©THE HOYT COMPANY 916.448.2440 TABLE OF CONTENTS EXECUTIVE SUMMARY.... SUMMARY OF TDM MEASURES ..................................... i .................................... ii 1.0 INTRODUCTION AND PURPOSE .................................................................................1 2.0 TRANSPORTATION DEMAND MANAGEMENT GOALS .......................................1 3.0 EMPLOYEE MODE SPLIT EAST OF HIGHWAY 101 .................................................. 3 Table 1 -Comparable Transportation Mode-Use Rates ....................................... 3 Table 2 -Estimated Office Use Alternative Transportation Modes .................... 4 Table 3 -Estimated R&D Use Alternative Transportation Modes ..................... 5 4.0 PROJECT DESCRIPTION .................................................................................................. 5 Project Location Map .......................................................................................................... 7 TDM Site Plan - 213 East Grand Avenue ........................................................................ 8 5.0 PARKING MANAGEMENT ............................................................................................. 9 5.1 Parking Supply ........................................................................................................... 9 5.2 Free Parking for Car and Vanpools and Clean Fuel Vehicles ............................. 9 5.3 Preferential Car and Vanpool Parking .................................................................... 9 5.4 Passenger Loading Zones .......................................................................................10 6.0 CARPOOL AND VANPOOL RIDEMATCHING SERVICE ......................................10 7.0 TRANSIT .................................................................................... 7.1 Shuttle Funding ................................................................ 7.2 Direct Route to Transit .................................................... 7 '~ ~hnttla ~arvi~ac to 71.E Fact C~ranr~ Q VPn11P Table 4 -Shuttle Service to 213 East Grand Avenue ................. Shuttle Service Maps (Caltrain and BART) ................................ 7.4 Shuttle/ Bus Stops .......................................................................... 7.5 Caltrain ............................................................................................ 7.6 Bay Area Rapid Transit (BART) ................................................... 7.7 SamTrans ......................................................................................... 7.8 Downtown Dasher Taxi Service .................................................. 7.9 Ferry Service ................................................................................... 8.0 BICYCLE AND PEDESTRIAN AMENITIES ................... 8.1 Pedestrian Connections .............................................. 8.2 Bicycle Parking -Long-Term and Short-Term ....... Table 5 -Bicycle Parking Recommendation............ 8.3 Bicycle Connections .................................................... 8.4 Bicycle Resources ........................................................ San Mateo County Bicycle Map ................................ Bay Trails Bicycle Map ............................................... 8.5 Shower and Clothes Lockers ..................................... Table 6 -Proposed Shower and Locker Facilities... 9.0 TRANSPORTATION COORDINATOR ........................... .....................11 .....................11 .....................11 .....................11 .....................12 .....................13 .....................14 .....................14 .....................14 .....................15 .....................15 .....................15 ........................................16 ........................................16 ........................................16 ........................................16 ........................................17 ........................................17 ........................................18 ........................................19 ........................................ 20 ........................................ 20 .......... 20 10.0 COMMUTE INCENTIVES AND PROMOTIONS ....................................................... 22 10.1 Commuter Choice ........................................................................... 22 ........................ 10.2 Carpool Incentive Programs ............................................... . 22 ................................... 10.3 Vanpool Incentive Programs . 23 ................................................................................. 10.4 Free Bridge Toll . ....................................................................................................... 10.5 Try Transit Program . 24 2 ................................................................................................ 4 10.6 Trip Planner .............................................................................................................. 10 7 Commute Allowances 24 . ............................................................................................. 25 11.0 GUARANTEED EMERGENCY RIDE HOME PROGRAM ........................................ 25 12.0 ALTERNATIVE WORK SCHEDULE INFRASTRUCTURE ....................................... 26 12.1 Flextime ...................... 26 ............................................................................................... 12.2 Teleworking Infrastructure .................................................................................... 12.3 Compressed Work Week 27 ........................................................................................ 27 13.0 TRANSPORTATION RESOURCE INFORMATION .................................................. 28 13.1 Transportation Kiosk ......................................................... 28 ...................................... 13.2 Employee Transportation Flyer 29 ............................................................................. Sam le Trans ortation I f ti B d p p n orma on oar .......................................................... 29 13.3 Designated Employer/Tenant Contact ......................................... 29 ........................ Employee Transportation Flyer 3 ............................................................................. 13.4 Promotional Programs 0 ............................................................................................ 13.5 Tenant Training and Developer-Provided Resource Representative .............. 31 31 14.0 PROJECT AMENITIES .................................................... 32 ................................................. 14.1 Recreational and Bic cle Facilities y ......................................................................... 32 15.0 KICK-OFF EVENT .......................................... 33 .................................................................. 16.0 ANNUAL TRANSPORTATION FAIR AND SPECIAL PROMOTIONS ................. 33 17.0 TRANSPORTATION MANAGEMENT ASSOCIATION ........................................... 34 18.0 COMPLIANCE MONITORING AND ENFORCEMENT ........................................... 35 18.1 Annual Employee Commute Survey .................................................................... 35 18.2 Annual Summary Report ........................................................................................ 36 18.3 Triennial Report ....................................................................................................... 36 18.4 Penalty for Noncompliance .................................................................................... 37 18.5 Tenant Performance and Lease Language ........................................................... 37 19.0 CONCLUSION ..................................................................................................................38 EXHIBIT A -Accounting of C/CAG Trip Credits, 213 East Grand Avenue EXHIBIT B -Sample Draft Lease Language, 213 East Grand Avenue ATTACHMENTS: Bicycle and Pedestrian Safety Program Flyer Free Downtown Dasher -Midday Taxi Service Flyer Carpool Incentive Flyer Free Transit Ticket Distribution Program -Try Transit Emergency Ride Home Program -Employee Focus Registration Emergency Ride Home Program -Employer Focus Vanpool Program Flyer Employer Shuttle Rider Pass Program Flyer 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 EXECUTIVE SUMMARY Traffic congestion and air pollution are critical concerns in maintaining a healthy economy and lifestyle within the City of South San Francisco. Traffic congestion results in time lost to residents and commuters, and increased demand on City fiscal resources for roadway construction and maintenance. Mobile sources, such as automobiles, account for 50% of all air pollution in South San Francisco. The developer of the 213 East Grand Avenue project has prepared a Preliminary Transportation Demand Management (TDM) plan in compliance with the City's Transportation Demand Management Ordinance. This plan is designed to achieve a 35% alternative mode-use that addresses both traffic and air quality concerns in South San Francisco. The plan assumes occupancy based on a speculative tenant, one nine- story building totaling 291,634 square feet with a 1.0 floor area ratio (FAR). Total garage and surface parking is estimated at 963 spaces. The proposed office parking ratio for the development is 3.3 spaces per 1,000 square feet or 2.83 spaces per 1,000 square feet for research and development (R&D) uses with total spaces at 828. This plan includes City ordinance-required TDM measures, additional TDM measures and elements, annual shuttle funding, annual survey monitoring and triennial reporting. The plan has a variety of infrastructure and incentive-based measures, which encourage all forms of alternative mode-use such as car and vanpool, transit and shuttles, bicycling, walking, and telecommuting. The developer is committed to encouraging tenant participation and will strongly recommend and support tenant- developed employee commute programs. This plan is performance based. The project is required to achieve a 35% alternative mode-use by tenant-employees. The mode-use will be monitored annually with the first employee commute survey to be conducted one year after occupancy. An alternative mode-use summary report will be submitted to the City's Chief Planner, Planning Division after the annual employee commute survey has been conducted. Every three years thereafter, a triennial report will be conducted by the City, at the owner's expense, to document and audit the mode-use rate of the project. Efforts to reduce drive-alone commuting and expand the mode options available to commuters can take many years to develop and mature. The current commute environment to San Mateo County and the City of South San Francisco will offer project commuters lower levels of roadway congestion and higher highway travel speeds according to recent regional surveys. Correspondingly, the transportation alternatives ©THE HOYi COMPANY Page i 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 available to commuters may be less attractive when compared with the ease and convenience of driving alone. Reduced traffic congestion contributes toward single- occupant vehicle (SOV) usage. Tenant-employers, who provide their employees with free parking, may further encourage drive-alone usage. The measures and elements contained in this plan are consistent with other South San Francisco employee commute programs. This plan will meet the 35% alternative mode- use goal. This TDM plan reflects the appropriate measures required by the City. A summary of office-use measures is provided below. SUMMARY OF TDM MEASURES Trans ortation Demand Mara ement Measures 200$ 213 E. Grand Ave. 35% TDM Plan 2001 City Ordinance Required Measures A. Bicycle parking (14 long-term, Class I) included B. Bicycle parking (5 short-term, Class II) included C. Carpool and vanpool ridematching assistance included D. Designated Employer/Tenant Point of Contact included E. Direct route to transit (well-lit path or sidewalk to shuttles) included F. Free parking for carpool and vanpools included G. Guaranteed/Emergency Ride Home program included H. Information Boards included I. Passenger drop off and loading zone included J. Pedestrian connections included K. 10% preferential Carpool & Vanpool parking - 96 spaces included L. Promotional programs (Bike to Work, Spare the Air, Rideshare Thursdays, etc.) included M. Showers - (total of 4; two for each gender) included M. Clothes lockers - 32 included N. Utah-Grand Area Shuttle System included - South San Francisco Caltrain Station included - South San Francisco BART Station included -Downtown Dasher -free midday services included O. Transportation Management Association participation included Annual Employee Survey (100%, non response = SOV) included Annual TDM Report to City Council & Planning Commission & Triennial Reporting TDM Site Plan included included F-. ^( ©~rHE 1'{OYT COMPANY Page ii 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 SUMMARY OF TDM MEASURES -CONTINUED Additional Measures in TDM Plan F. On-site/Nearby amenities included - Cafe, vending services included - On-site recreational (relaxation area) included - Links to recreational (Bay Trails) included ~~ ©THE HOYT COMPANY Page iii 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 1.0 INTRODUCTION AND PURPOSE The 213 East Grand Avenue project supports the City of South San Francisco's policy of focusing clustered development along major transportation corridors. This project is located near to and is served by U.S. Highway 101 and Interstate 280, a Caltrain station, and a BART station. The comprehensive plan of trip reduction measures identified in this report is essential to realizing the trip reduction potential of the project. The combination of these critical factors will provide the momentum to maintain a 35% alternative mode-use rate for this project. Through monitoring efforts, such as the annual survey of employees to determine transportation mode split, the project will be able to better focus transportation coordination efforts and encourage tenant-employees to use alternative transportation. The first mode-use survey report will be submitted to the City of South San Francisco after one year of occupancy. 2.0 TRANSPORTATION DEMAND MANAGEMENT GOALS The basic premise of Transportation Demand Management (TDM) is the maximum utilization of existing transportation resources. The City of South San Francisco, as is typical of other urban areas in the United States, has hundreds of millions of dollars invested in roadway infrastructure and public transit infrastructure. The goal of TDM is to more efficiently and economically take advantage of these major capital investments. The following are three basic goals that can be achieved through effective utilization of TDM measures: 1) Convert trips to an alternative mode of transportation (e.g., transit, carpools or vanpools, bicycling or walking) 2) Provide technological solutions (e.g., compressed natural gas, electric hybrid vehicles, or other zero emission vehicles) 3) Eliminate trips (e.g., compressed work weeks, or telecommute) Until recently in the United States, the answer to relieving congestion on roads, and in parking structures, was to build more roads and parking structures (similar in concept to building another manufacturing plant to expand productivity on levels). Current economics .and limited resources affect the ability to build and maintain more roads or parking structures. This reality necessitates better utilization of the existing F~ ^C ©~rHE HOYT COMPANY Page 1 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 transportation infrastructure (similar to adding a second shift at an existing plant). To this end, TDM measures support the transition to a greater use of existing alternative transportation options. The measures and programs outlined in this plan support and meet the 35% trip reduction goal as identified by the City of South San Francisco's TDM Ordinance 1300- 2001. Using the City of South San Francisco's TDM Ordinance guidelines, the estimated number of assumed office use peak trips needed to meet a 35% reduction for the number of employees is estimated at 357 trips. The number of office employees is based on occupancy of 3.5 persons per 1,000 square feet. Employees per 1,000 sq. ft. 3.5 Estimated Total Employees 1,021 Trip Reduction Requirement 35% Peak Trip Credits Required 357 This TDM Plan also meets many requirements of the Revised C/CAG Guidelines for the Implementation of the Land Use Program approved by the City/County Association of Governments (C/CAG) of San Mateo County in September 2004. C/CAG credits identified in this Preliminary TDM Plan for the project total more than 658 trips. The estimated number of assumed R&D use peak trips needed to meet a 35% reduction for the number of employees is estimated at 255 trips. The number of R&D employees is based on occupancy of 2.5 persons per 1,000 square feet. Em to ees er 1,000 s . ft. 2.5 Estimated Total Em to ees 729 Tri Reduction Re uirement 35% Peak Tri Credits Re aired 255 C/CAG credits identified in this Preliminary TDM Plan for and R&D project total more than 546 trips. The C/CAG accounting of all office and R&D trip credits applicable in this Preliminary TDM Plan are provided in Exhibit A. ©THE I"IOYT COMPANY Page 2 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 3.0 EMPLOYEE MODE SPLIT EAST OF HIGHWAY 101 According to the Commute Profile 2005 Regional Report, prepared by RIDES Associates, the San Mateo County alternative mode-use rate is approximately 29% with the Bay Area regional rate comprising approximately 34% alternative modes. The larger Bay Area alternative mode-use rate is indicative of paid parking in more urban core areas, whereas parking is free or much less expensive in many areas of San Mateo County (e.g. the City of South San Francisco). The 2005 Employee Transportation Survey conducted by the Alliance identified the San Mateo County alternative mode-use rate at 29.9%. The overall alternative mode-use rate for the City of South San Francisco was identified at 30.2%. In fall 2007, an employee commute survey was conducted at a similar employment site in South San Francisco at Britannia Oyster Point. Results from the survey indicated an altemative commute mode-use range of 31.2% to 43.1%. However, it should be noted that various tenants in this nearby employment site offer their employees commute subsidies and financial incentives that enhance the alternative mode-use performance. It is unknown if future employers at the 213 East Grand Avenue project will offer subsidies to their employees. Table 1 shows the comparison of alternative mode-use rates for the Bay Area Region, County of San Mateo, City of South San Francisco and a similar employer site. Table 1 Comparable Transportation Mode-Use Rates Commute 2005 2007 ProQle 2005 Employee Tran~portaNon Regional Transporatio Survey TDM Report - n 3urv~y - Report - HDR1The Commute Surve Locations RIDES Alliance HoytCom an San Mateo County 29.0% 29.9% Bay Area Region 34.0% City of South San Francisco 30.2% South San Francisco -Britannia Oyster Point 31.2% to 43.1 ~` I ©THE HOYi COMPANY Page 3 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 Based on current and historical alternative mode-use data for South San Francisco and East of Highway 101 business areas, an example of estimated employee alternative mode-use distribution was calculated. This estimate reflects the TDM measures described in this plan but does not assume that commute subsidies are provided. Table 2 shows the various alternative transportation modes estimated for an office tenant at the project using an employee population assumption based on occupancy estimate of three and a half employees per thousand. Table 2 Estimated Office Use Alternative Transportation Modes T ical Trans ortation Modes Mode Rate Office Employees 3.5 ,000 Total Em to ees Assumed 1,021 Drive alone to work site 61.00% 623 Car ool 16.54% 169 Transit 12.00% 122 Other (motorcycle, telecommute, compressed workweek, h brid 3.70 % 38 Bic cle 1.50% 15 Van ool 0.58 % 6 Walk 0.65% 7 Non-commutin sick, vacation, business travel) 4.03% 41 100.00 Alternative Mode Use Rate 3,r,0o~o ~r7 The implementation of TDM measures identified in this plan will result in an estimated 35% alternative mode-use rate representing approximately 357 employees from a total of 1,021. This sample scenario provides a distribution example of employee alternative transportation choices, depicting a typical workweek day for the project. The actual distribution of transportation modes could vary and will be clarified in the survey results. Table 3 demonstrates a sample 35% distribution scenario for an R&D project and shows that 255 of employee from a total of 729 would use some form of alternative transportation option. ~~ ©~rHE H0Y7 COMPANY Page 4 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 Table 3 Estimated R&D Use Alternative Transportation Modes T ical Trans ortation Modes Mode Rate R&D Employees 2 ,000 Total Em to ees Assumed 729 Drive alone to work site 61.00% 445 Car ool 16.54% 121 Transit 12.00% 87 Other (motorcycle, telecommute, compressed workweek, h brid 3.70% 27 Bic cle 1.50% 11 Van ool 0.58% 4 Walk 0.65% 5 Non-commutin (sick, vacation, business travel) 4.03% 29 100.00 Alternative Mode Use Rate 35.0°~u 255 4.0 PROJECT DESCRIPTION The project is a 6.695-acre project owned by Alexandria Real Estate Equities (Alexandria) in the City of South San Francisco located south of the U.S. Highway 101 in South San Francisco in an area that is known as the birthplace of the biotechnology industry. The proposed project is a nine-story Class-A office laboratory building totaling 291,634 square-feet. The proposed office construction includes afive-story parking structure accommodating 760 vehicles and surface parking for 203 vehicles. Should the project accommodate life science and office tenants, the parking will be reduced to a four-story structure for 625 parking spaces and surface parking for 203 vehicles. The project is designed to maximize opportunities for pedestrian, bicycle, carpool, transit and shuttle connectivity. As an office project ninety-four (94) carpool parking spaces are planned with two spaces designated for a vanpool. Fourteen (14) Class I bicycle lockers and five (5) bicycle racks will be provided at the building for bicycle commuters at no charge to employees. Showers and lockers will also be provided for bicycle, pedestrian and other alternative commuters. Shuttle services to BART and Caltrain are located one block from the site on East Grand Avenue, near the address F-~ ^` ©THE H°Yi COMPANY Page 5 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 230 East Grand Avenue. On-site cafeteria and vending food service and possible tenant- provided valet services (e.g. hair cuts, dentistry, dry cleaning, etc.) will help to create a self-sufficient development reducing the number of trips made daily to and from the project. The project FAR is 1.0. This increased or bonus FAR requires the need for more stringent employee surveys and triennial reporting to the City. Parking for this office project will be provided at a ratio of 3.3 parking spaces per 1,000 square feet. Approximately 963 vehicle parking spaces are planned for the site. If designed for R&D uses, the project will provide a reduced parking ratio of 2.83 parking spaces per 1, 000 square feet. Carpool and vanpool parking, and bicycle storage will be slightly reduced in the event the project is designated R&D. A project location map is provided on page 7. The TDM site plan is provided on page 8. This site plan shows the location of preferential parking, bicycle facilities, pedestrian connections and direct routes to transit. It also depicts the location of showers and lockers, and information kiosks. A summary of expected office and R&D specifics is provided below: Project Information 2008 Application Office Use 100% Employees (3.5/1,000) 1,021 Square Feet 291,634 Parking Ratio required 3.3/1,000 Parking Spaces Provided 963 FAR 1.00 TDM Goal 35% Employee TDM Use Goal 357 Project Information 2008 Application R&D Use 100% Employees (2.5/1,000) 729 Square Feet 291,634 Parking Ratio required 2.83/1,000 Parking Spaces Provided 828 FAR 1.00 TDM Goal 35% Employee TDM Use Goal 255 ~~ ©THE I-IOYT COMPANY Page 6 213 East Grand Avenue Preliminary TDM Plan March 10 2008 o -~~ ~ .~ o ~ ~ ~ ~' ~ ~ © 9. •" 1 ~~~ O ,~ l ~t ,~ . r ,fix / •, ~~' - ~~ `'/r!~ 'il`l ~~ ~f ~~~ ~ Ob •y d~ • v) S~sir~tt ( ~ 1 Y f// l '. ,~ r ~' ,~~°~j ~ 26 ~• .. a ~ } ~ ~,~~ Ica' '`~ . ~ , ~ ~ ~ O ~' i. r ~ ~~ Z W ~~~ ~~ ~~b~ ~. L__ S' _~ =.~J !J ~~ ~ ©THE HOYT COMPANY 1 age / 0 -~ m z n 0 'a K iU Cf4 rD ~~. YI w 7 ~' 0O w S ti n z ~ O '~ 0 5 z Z Z n r_ n rn D N~ o ~~ z zE ~. ~ zf m ~, m ~o 3 ~ ~ v m G1 Z 70 m m N W m D G1 Z v i m Z C m r- m X ~ Z m N Q 8 77 ~ 9 ~ ° ~ .,, Cl o m T O ... -I Z ~ Gl ~ Cl ~ r^ Q Vf O ~ ~ ~rt~~< ~3c ~ ~ p~ ~ ~ ~ ~ ~ O A~ o O~~ n .T~ T S T a~ ~ ~~ a w IT1 D a ~ooT$0oO„Ta ~w a~ D w ~ °Op~ o-,oooo ~~ ti~ Z ~ ~ O ~ O O C ° ~p ~ w ~" aw m~ v ~ ~ Nw www wN03o ~ ~a C ~ ~ D ~NNN--W`~~:D w v ^ - ~ Q.~N.pVV+-.liln~0 ~'~ 7 r T O~ ~ vV~OV -wV~ aW d D w ~ .pN .ov~ow~'~-'0 0 00, 0_ N ~ NTTTT TTTTT~ ~ ~ w~ T Z `"' ~D ~` D y Cl C T r ~ ~ ~ n ~^ D - ~ °D ~^ ~ N D o ~~ ~,~ .. .o w ~~ cn w p o~ \ w T p ~/` ~ ,__, In 3 T p+ ~-- j~ ~, / \ ~~ \ O \\ ~_ rn D \, ~, .,4\` „t ~~~' ti\5; ~~ . ~', ~ ~~~ >~ ~~~- ,'~ { 'i ~~~%: ~~_ v `• !=~~ i~ e ~~~, ~~~%, ,~ 1~ ~`-~~ ~1~~~ v ~ ~ 7 ~ v rn ~ w~ C ~ c~ N v v p v' p_ n i n i n ~ i v v i ~ i° `° `° ° °' v o D - C ~ ~, o ~ c ~ °' ' o? . » i v r ~ n ~ '< n ~ = O ~ ~ ~ ~ ~ v °' 7 ~ rp ~ ~ ~ °' ~ o ~ ~ ~' o ;~ ~ Q ~ n v d 7J a ~ tB o ~ ~ N D ~ ~ ~ ~ ~ ~ ~ ~ n ~ o C ~ A _ ~ .» A ~ A~i n 0 N O O W 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 5.0 PARKING MANAGEMENT 5.1 Parking Supply As an office project, there will be a total of 963 surface and garage parking spaces. The ability and willingness to rideshare is directly linked to parking cost and parking availability. By not providing an overabundance of parking spaces at full build out, the project is laying the groundwork for successful promotion of alternative transportation. Preferential parking spaces placed near the building entrances (within 100 feet of building entrances or near elevators in the garages) are an excellent incentive that sends a clear visual message to employees and the community that alternative transportation is important. The City parking code for this type of project is one space for each 250 square-feet for the first 50,000 square feet and 3/1,000 square feet thereafter for the remaining 75,000 square feet. The 213 East Grand Avenue project is proposing a 3.3/1,000 square feet parking ratio. However, should tenant-employers provide their employees with free parking it may encourage drive alone usage and reduced the incentive for commuters to use alternative transportation. As an R&D project, the parking ratio would be reduced to 2.83 parking spaces per 1,000 square feet. 5.2 Free Parking for Car and Vanpools and Clean Fuel Vehicles Parking will be free for all carpool, vanpool and clean-fuel vehicle participants. 5.3 Preferential Car and Vanpool Parking One effective means of encouraging employees to rideshare and/or use aclean-fuel vehicle is to reserve the most preferred parking spaces for the exclusive use of car and vanpools. These preferred parking spaces will be designated with signage and pavement striping. Upon completion of this project, a minimum of 10% of employee parking or 96 spaces will be designated for carpool, vanpool, and clean-fuel vehicles. The office project will provide 94 carpool parking spaces and two vanpool spaces in premium, convenient locations (i.e., close to buildings, in the shade, etc.) within 100 feet of building entrances ~\ ©THE HOYT COMPANY Page 9 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 or near the elevators in the garage. These preferential parking spaces will be specially signed and/or striped and may require employee registration and permitting. As an R&D project, 83 carpool parking spaces will be provided. 5.4 Passenger Loading Zones In order to facilitate disembarking and embarking of rdeshare passengers, passenger loading/unloading area will be provided. A passenger loading zone for carpool and vanpool drop off will be located close to the entrance of the buildings. 6.0 CARPOOL AND VANPOOL RIDEMATCHING SERVICE The Regional 511 Rideshare Ridematch Service, via 511.org and the Peninsula Traffic Congestion Relief Alliance (Alliance) provide free car and vanpool matching services. On-site employer contacts will promote the on-line 511 service directly to employees on a regular basis, and allow the Alliance to solicit carpool sign-up at on-site employer events; such as annual Transportation Fairs, Wellness or Benefits events, etc. Tenant/employer contacts can also research employee ZIP code data from Human Resource records and offer to match up employees who live near each other. Car and vanpooling will be strongly encouraged at the project. An Employee Transportation Flyer will be designed promote the free personalized matching assistance through the 511 Rideshare and Alliance programs. This car and vanpool ridematching service provides individuals with a computerized list of other commuters near their employment or residential ZIP code, along with the closest cross street, phone number, and hours they are available to commute to and from work. Individuals are then able to select and contact others with whom they wish to car or vanpool. They will also be given a list of existing car and vanpools in their residential area that they may be able to join if vacancies exist. The 511 system gives commuters the information they need to make more informed choices when planning trips. By calling in or logging on, commuters can get up-to-the- minute information about traffic conditions, public transportation options, ridesharing, and bicycling anytime, anywhere throughout the greater Bay Area Region and Northern California. ~` ©THE I'IOYi COMPANY Page 10 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 The 511 system offers one-stop shopping for traffic, transit, rideshare and bicycle information in the region. The nine-county system is the first 511 service to go online in California. It provides links to 511 systems in Sacramento, Oregon and Nevada, and is available from any phone provided the carrier supports 511. Most counties in the region have wireless and landline access to the service through major carriers. 7.0 TRANSIT Caltrain, Bay Area Rapid Transit (BART) and SamTrans provide transit service to South San Francisco in proximity to the project site. Shuttle services, managed by the Alliance, are provided from the South San Francisco BART and South San Francisco Caltrain Stations providing links for transit riders near to the project site. 7.1 Shuttle Funding Tenant/employers at the 213 East Grand Avenue will contribute funding each quarter to the Alliance for shuttle programs and operational support. 7.2 Direct Route to Transit A well-lit pedestrian path will be provided from the buildings, utilizing the most direct route, to the nearest shuttle stop. 213 East Grand Avenue project transit riders will connect with shuttles within one block of the project site at 230 East Grand Avenue. 7.3 Shuttle Services to 213 East Grand Avenue The project will participate in the Alliance's shuttle system with both peak-period and lunchtime service (via the Free Downtown Dasher). Shuttle services are provided near the project site at 230 East Grand Avenue. The Utah-Grand Caltrain and BART shuttles offer 18 peak-morning trips and 17 peak-evening trips for employees. Daily shuttle service totals 35 trips. The Utah-Grand BART shuttle circulates between the South San Francisco BART station and the project at 15, 20, and 30-minute frequencies. There are currently a total of 18 BART shuttle trips to and from the project site. ~` ©TH£ FIOYT COMPANY Page 1 l 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 The Utah-Grand Caltrain shuttle service circulates between the South San Francisco Caltrain Station and the project during the morning and evening peaks at 20, 25 and 35- minute frequencies. Seventeen (17) Caltrain shuttle trips provide connecting service to and from the project site. Table 4 shows the number of shuttle trips provided to the project site for connectivity to the South San Francisco BART and Caltrain stations. Table 4 Shuttle Service to 213 East Grand Avenue Shuttle Service Morning Trips Afternoon Trips Total Trips Utah-Grand Area Caltrain Shuttle 9 8 17 Utah-Grand Area BART Shuttle 9 9 18 Total Shuttle Trips 18 17 35 The South San Francisco Employer Shuttles, including the Utah-Grand shuttles, operate using an employee pass program. Participating projects and developments, tenants or employers who contribute funding for the shuttles are provided with free passes for their employees. An Employer Shuttle Rider Pass Program flyer is provided as an attachment. Shuttle route maps are provided on the following page. ©THE HOY7 COMPANY Page 12 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 SSF Caltrain CabotlAllerton St n ~ ' E. r~q,,~ '~` 230 E. Grand 2GRANDT ~' AVENUE c Q ~ ass 169 Harbors ~ E. Grand m 2 10 1 ~ ~ ? Kimballl - - E. Grand = ~ ~ • _ (' ~ L a i I C - Lawrence/ Harkin Way r Littlefield v between ~ 255 a Swift & a So. Airport i , ~ ~ Grand ~e 229 ~f Littlefield 339 /Harbor Sister p :aur Point 131vd. C~t'e`• o: L CabotlAllerton K "~ ` ~ ¢ 213 EAST ART ~ 230 E nC. ~ . Gran d - GRAND ' tation ~ r` , ~ AVENUE ~~ ` Gam. ~ 455 ~,,,~ • ~'°" E. Gran 169 101 Harbor Kim `" ball! - ~' E. Grand ~ ?. ~~ •: m m `D _ e a~ = y y M rtch~ll Avc Avenue a ~. Lawrence! Littlefield Harkin Way .s 255 ;, between So. Airport U:~,h Swift 8 Grand ut., .,: 229 Little fiold 339 ©THE I"IOYT COMPANY Page 13 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 7.4 Shuttle/Bus Stops Shuttle drop-off and pick-up locations for BART and Caltrain commuter service are located off-site, within one block at 230 East Grand Avenue. Should the Alliance pursue additional shuttle stops at or near the project site, the developer would be amenable to providing designated street side space for the Alliance shuttle stop. 7.5 Caltrain Caltrain operates a frequent fixed-route commuter rail service seven days a week between San Francisco and San Jose, as well as limited service to and from Gilroy on weekdays. Caltrain operates on 15 to 30-minute frequencies during the peak periods in the morning and evening. Midday service operates approximately every hour. Service is less frequent during weekends, and holidays. Caltrain service is available approximately 0.55 miles (half mile) from the project at the South San Francisco station located at 590 Dubuque Avenue and Grand Avenue. The Gateway Area Caltrain Shuttle provides connecting service to the project site. Caltrain services were enhanced in 2004 to add express trains during peak hours. However, this new service does not provide an express stop to the South San Francisco Caltrain Station and hence will not benefit employees in the South San Francisco's East of 101 Area. 7.6 Bay Area Rapid Transit (BART) BART is a 92.7-mile, 43-station automated rapid transit system located along five lines of double track. Trains traveling up to 80 mph connect San Francisco to Colma and other East Bay communities -north to Richmond, east to Pittsburg/Bay Point, west to Dublin/Pleasanton, and south to Fremont. Service is scheduled every 15 minutes during peak periods. Service during Holidays, and weekends are modified. BART-to-the-Airport expanded the system by 8.7 miles along the peninsula from Colma to a new intermodal station in Millbrae. Four new stations were created including the South San Francisco Station located between El Camino Real and Mission Road to the south of Hickey Boulevard. The project is approximately 2.65 miles from the South San Francisco BART Station. ~~ I ©THE HOY'f COMPANY Page 14 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 7.7 SamTrans SamTrans provides bus service throughout San Mateo County, with connections to the Colma, Daly City, and South San Francisco BART stations, San Francisco International Airport, peninsula Caltrain stations and downtown San Francisco. The system connects with San Francisco Muni, AC Transit and Golden Gate Transit at San Francisco's Transbay Terminal, with the Dumbarton Express and with Santa Clara Valley Transportation Authority in Menlo Park and Palo Alto. However, there is no direct SamTrans service east of Highway 101 area. SamTrans service does connect at the South San Francisco BART Station and subsequently the Oyster Point Area Shuttle Service that drops off and picks up within one block at Allerton Avenue and Forbes Boulevard. SamTrans does not provide a direct connection to the South San Francisco Caltrain Station, however; Routes 130, 292, 133, and 132 are within approximately 1/4-mile walking distance from this station and the connecting shuttle services near the project site. 7.8 Downtown Dasher Taxi Service This free taxi service provides an 11:00 a.m. to 2:00 p.m. demand-driven pick-up service throughout the East Highway 101 business parks in South San Francisco. Using existing shuttle stops, taxis drop off riders at locations in the downtown retail area. The Downtown Dasher, operated by the Peninsula Yellow Cab of South San Francisco and managed by the Alliance, requires an employer-provided voucher and an employee trip reservation before 10:00 a.m. This midday service is currently free to participating employers and employees. This service is not a fixed route or fixed schedule service. A detailed Downtown Dasher flyer is provided as an attachment. 7.9 Ferry Service Currently, no scheduled water transit service exists in the South San Francisco area. Water transit service to South San Francisco is anticipated by late 2009. Prior to this service becoming operational, employees will be given a link to this resource. ~` I ©TH£ I'{OYT COMPANY Page 15 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 8.0 BICYCLE AND PEDESTRIAN AMENITIES 8.1 Pedestrian Connections A safe, convenient and well-lit pedestrian path is provided, utilizing the most direct route, to the nearest shuttle stop close to the project. Lighting, landscaping and building orientation is designed to enhance pedestrian safety. 8.2 Bicycle Parking -Long-Term and Short-Term Free Class I and Class II bicycle parking facilities will be provided on-site as follows: • Commercial, R&D, and office uses: one bicycle space for every 50 spaces required for vehicles • Restaurants, retail: one bicycle space for every 50 spaces required for vehicles. Fourteen Class I (long-term) bicycle lockers or a covered, enclosed, secure area will be provided to enhance the viability for bicycle commuters. These Class I bicycle lockers and five Class II (short-term) bicycle racks will be placed at the building sites. Table 5 shows the recommended and total number of bicycle facilities for the proposed project. Note: The Peninsula Traffic Congestion Relief Alliance provides a 50% match for the costs of purchasing and installing any bicycle parking, from basic racks to high security lockers, up to a maximum of $500 per unit. Table 5 Bicycle Parking Recommendation Estimated Number Parkin S aces 963 Bic cle Parkin Ratio 1:50 Bic cle Parkin Needed 19 Bi cle Parkin Distribution 19 Class I - lon -term 14 Class II -short-term 5 Total Bi cle Parkin 19 In the event the project is built to accommodate an R&D use, the Class I parking requirement would change to 12 spaces with the Class II counts remaining the same. All bicycle parking facilities will be located in convenient, safe and well-lit areas with maximum space for the ingress and egress of bicycles. ~~ I ©THE HOY7 COMPANY Page 16 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 8.3 Bicycle Connections The project has bicycle connections to regional bicycle facilities along East Grand Avenue and Littlefield Avenue, and the San Francisco Bay Trails via the San Bruno Point area. The Bay Trail is a network of multi-use pathways circling San Francisco and San Pablo Bays. The ultimate route is planned to be a 400-mile route through nine Bay Area counties and 42 shoreline cities. The trail provides commuters an exceptional pathway to bicycle or walk to work in the South San Francisco Area. A map of surrounding bikeways is provided on page 18. A map of the Bay Trails is provided on page 19. 8.4 Bicycle Resources Free Bike Buddy matching, bicycle maps and resources are provided via the 511 system. Bicycle commuters looking to find a riding partner can log-on to bicycling.511.org for more information. The Alliance provides a free one-hour, on-site Bike and Pedestrian Safety Program for employees. This workshop teaches commuters about bicycling and walking as a safe, stress-relieving commute mode, traffic laws for bicyclists and pedestrians, bicycle maintenance tips, and offers a drawing for free bicycle-related prizes. A copy of the Alliance Safety Program flyer is provided as an attachment. ~` ©THE I"IOY7 COMPANY Page 17 213 East Grand Avenue Preliminary TDM Plan March 10 2008 x `_ i it _ v -r~==_= d .=~__ -_ ~. .- L L _ _. _ .. ~+ C ~ C v. C C i a C Oi d _ 1 - / i. ~ _ d ~ r a ` ~ /. 1 "' d ~ ~' _ i i ~ C E F t c = 3 - `c ~ i e =L ~ a -_~v__= c _y -1 _ _~ __` _~ V ~ _ ~ ~ _ _ ~ N Y t _ ,-. o d - c Y e; L' Z ~ ~ K ~.' I i -_ ~ C i - G '- F s _ C Z 1 ~. v ~ ~ R I r M. ~' ~C ©THC HOYT COMPANY rJa^e 1 O 213 Fast Grand Avenue Preliminary TDM Plan March 10, 2008 ~ c~ ea .~ C ice'' _ , N~~C'i •i ea N •~ ea ' m~ v;,a ~ m `~ .., ~ ,C `~ '-' O U ~ i C ~ O ina ~ ,I~ ~~ ~~~ ~O O a ~' ~ d. ~i ~~ ~ ~ ,I -O~ i~ ~O~ a~ ... _ N = • i Oa°O~ o ~, C ~i ~• ~a L o ea cnmaa a. o ~, ~ i O v~ m a ~~ a L ~ ~+ ;~~ a ~ , N cY ~ a0 ~ m ev ~ G O a a~ ~° ~ ~ ` ~ ~ o ~ ~ a ~~ ~ L .~ ~ ~~ ~~ ~ ~ 6 saw a°~~ ~9~0 ~~,. ~ ~ ode l ~y Colr N C~ 1= C ~ e cn a c~ Ss ~~ A :rvllllt a~ m• m1 e (~ ] ~ R ~UL ~ N y ~ N ~ ~ I a G J C LV Y It p, ~ O O O i. • ~ DOE ~ O ~ 6 C ~ ' -- ° --- ~ F' a F- c __ ~ G 'S m L w ~ ° m ~ O ~ov ~ H ~a ~~ ~o d~ m ~'w m~ m~ ~ o _a o y ~ ~ ~ ~1 ._ w 0 1Oa o y~ d w ~e i ~ ~ my e ~ 1-m f-m E~ ~Y Cm yvT =gym c E c ~ i, eD ~ 10Y C C~ 1p~ t dim eCpY~ ~ ~ L ~ mv~ mm ~z ~Z a' Oa° ~LLC r$ 2 u F1 Cam~„~ . W 2 7 Q O E ~~ ~- ~ ~y ~ 0 ~. oa n (~~ ~~ ©THL HOYT COMPANY Pape 17 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 8.5 Shower and Clothes Lockers Showers and clothing lockers will be installed for the use of employees walking and bicycling to work, as well as for others who wish to change after commuting via an alternative mode of transportation. Four showers (two for each gender) and 32 locker facilities are recommended for installation between the buildings. Shower and locker facilities will be provided free of charge for all employees. Table 6 shows the number of proposed shower and locker facilities planned for the project for both office and R&D uses. Table 6 Proposed Shower and Locker Facilities 213 East Grand Avenue Showers Lockers Male 2 16 Female 2 16 Total Shower and Locker Facilities 4 32 9. 0 TRANSPORTATION COORDINATOR The 213 East Grand Avenue project will provide a Transportation Coordinator (TC) who will have the primary responsibility for implementing this Plan. The TC may be a part time or outsourced coordinator who manages the TDM Program. The TC will be responsible for providing employee commute program assistance to tenants and employees, producing on-site transportation fairs and promotional events, collaborating with the Alliance to maximize employer resources, conducting the annual survey and producing the triennial report. TDM industry data supports that having a TC has a very positive impact on increasing alternative mode use. This position will be filled by: Name: Ms. Bernadette Soubirou Alexandria Real Estate Equities, Inc. Address: 2929 Campus Drive, Suite 400A San Mateo, CA 94403 Phone: (650) 286-1200 ~` I ©THE I"IOYT COMPANY Page 20 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 The TC will provide the following services: • Promote trip reduction and air quality strategies to employees at the project site. • Be the main point of contact for employer contacts and employees wanting to commute using an alternative. • Conduct annual employee surveys and provide reports to the City of South San Francisco, which will include commute patterns, mode splits, and TDM program success (process includes: annual surveying of employees, tabulation of data, and provision of results in report format). • Evaluate survey results for alternative transportation potential and/or changes to current program. • Catalog all existing incentives that encourage employees to utilize alternative transportation programs. • Work with local agencies such as Caltrain, SamTrans, BART, the Alliance, 511 and the Bay Area Air Quality Management District and post informational materials on transportation kiosks in employee common areas, as well as disperse alternative program information to employees via designated employer contacts, posters, flyers, banners, campus newsletter, new employee orientation, etc. • Participate in the Bay Area Air Quality Management District (BAAQMD) Spare the Air program. Spare the Air day notices will be forwarded to employees to encourage not driving to work alone. • Coordinate and manage various aspects of the plan that require periodic updating or monitoring; such as the guaranteed ride home (GRH) program, car and vanpool registration, parking enforcement, locker assignment and enforcement. ~C ©THE HOYT cO MPANY Page 21 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 10.0 COMMUTE INCENTIVES AND PROMOTIONS Tenants at the 213 East Grand Avenue project will be encouraged to offer their employees some form of alternative commute incentive. Incentives may include a pre- tax, payroll deduction (Commuter Choice) for transit and vanpool users, transit subsidies and/or commute allowances. Other carpool, vanpool and transit incentives are available to encourage employees to try and use alternative transportation options. 10.1 Commuter Choice The Commuter Choice option is a tax-free salary payroll deduction of up to $115 per month per employee, for vanpool and rail transit pass fares through a voucher program (Commuter Check). An employee can deduct up to $1,380 a year from their salary as a pretax payroll deduction. This program encourages non-drive alone commute trips. Employers also receive a tax savings as a benefit of this program. Direct transit or commute subsidies can be a set dollar amount or a percentage of the monthly costs of transportation. Employment sites that offer transit or commute subsidies generally tend to have higher levels of alternative mode-use. Subsidies can be provided in tandem with the pre-tax option. 10.2 Carpool Incentive Programs • You Pool, We Pay -Employees at the 213 East Grand Avenue project can participate in the "You Pool, We Pay!" program offered by the Alliance. Employees who are currently driving alone, and are commuting to, from or through San Mateo County, are encouraged to try carpooling. When employees form a new carpool with two or more people over the age of 18, or add a new member to an existing carpool, all carpool participants will each receive a $60 gas card incentive.' A carpool incentive flyer is provided as an attachment. • Hybrid and Clean Air Vehicle -Employees who participate in the "You Pool, We Pay' program with a hybrid or clean air vehicle will receive an $80 gas card incentive. 1 http://www.commute.org/programs.htm#carpool T ©rHE HOYT COMPANY Page 22 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 • Carpool Rideshare Reward$ -Employees at the project can participate in the 511 Rideshare Reward$ program for carpoolers. Eligible carpoolers can earn $10 in gas or Safeway gift cards for every five days carpooled, up to $100 over three months. As an added bonus, a lucky commuter who carpools 40 or more days during the program can enter ayear-end drawing for $1,000 in gift cards. Rideshare Reward$ for carpoolers are available from 511 for a limited period each year and are provided on a first-come, first-served basis until funds are depleted. 10.3 Vanpool Incentive Programs • New Vanpool Participant Rebates - As an incentive for vanpooling, the Alliance will pay half of the cost for the first three months of vanpooling, up to $80 per month per employee. New vanpool groups (or the driver), that stay on the road for at least six months, can receive aone-time rebate of $500. This one time incentive is provided for those who join a new vanpool in the last six months and have not vanpooled for athree-month period before joining a new van. A vanpool program flyer is provided as an attachment. • New Vanpool Formation Incentive -Newly formed vanpools are eligible to receive up to $900 for starting a vanpool. Vanpooling is an inexpensive, relaxing way to get to work, and the 511 Rideshare program offers the perfect excuse to start avanpool -cash! The vanpool reward provides $300 to $900 in gas cards to new vans that meet all eligibility requirements and successfully complete three to nine consecutive months of operation. The gas cards will be offered on a first-come, first-served basis, until the funds are exhausted. Employers and individual commuters who start a new vanpool may be eligible to receive the gas cards, which are awarded to the party designated to handle the vanpool's finances. The gas cards will also be offered on a first-come, first-served basis, until the funds are exhausted. Employers and/or individuals who start a new vanpool may be eligible to receive the gas cards, which will be awarded to the party designated to handle the vanpool's finances.z • Vanpool Seat Subsidy -The 511 Regional Rideshare Program will offer a vanpool seat subsidy in the form of gas cards. The seat subsidy will provide $100 per month, with a limit of three months per van during the program year, to help cover the fare of a lost participant. The gas cards will be offered to eligible vans on a first-come, first-served basis, until the funds are exhausted. 2 http://rideshare.511.org/rideshare_rewards/rewards.asp ~` I ©THE HOYT COMPANY Page 23 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 10.4 Free Bridge Toll Commuters can save time and commute toll free by carpooling, vanpooling or taking transit over one of the Bay Area's eight bridges during peak commute hours. Specific Bay Area bridge toll information can be found at 511.org (e.g. minimum requirements for 2-person or 3-person carpools). Free toll passes are also available to vans with 10 or more passengers during non-commute hours on all bridges except the Golden Gate Bridge. 10.5 Try Transit Program The Alliance offers a Try Transit Program that provides free transit tickets to people who are interested in trying public transit to get to work. These tickets are meant for people who are new to transit. Commuters requesting tickets must work, live in or drive through San Mateo County. A copy of the Try Transit Program is provided as an attachment. Transit ticket options include: • One BART ticket • Three round-trip Caltrain tickets • Six one-way SamTrans tickets • Six Dumbarton tickets • Three round-trip VTA tickets 10.6 Trip Planner • 511 TakeTransitsM The greater San Francisco Bay Area is currently serviced by the 511 TakeTransitsM Trip planner. TakeTransitsM is a useful tool for planning public transit trips. 511 TakeTransitsM Trip Planner can build an itinerary that suits the need of the transit user. An itinerary can be built that can identify the fastest, with least number of transfers or with least amount of fares. 511 TakeTransitsM Trip Planner by default will try to generate the fastest itinerary between the origin and the destination. ~` ©THE I"IOYT COMPANY Page 24 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 • Google Transit Google has partnered with the Bay Area Transit agencies to provide a public transit planner for riders of BART, Caltrain and VTA. This free service can be found on-line at http://www.google.com/transit. 10.7 Commute Allowances Owners or tenant/employers of the project will be encouraged to offer their employees commute allowance to encourage them to use alternative transportation options and reduce the demand for parking at the site. Commute allowances can be a set amount, usually taxable, for employees who use any type of transportation option (except drive alone) including those who walk, bicycle or carpool. Allowances can be cash, gift cards, gift certificates, cafeteria/cafe vouchers, movie tickets or other employee desired item. 11.0 GUARANTEED EMERGENCY RIDE HOME PROGRAM Tenants of the project will be required to participate in the GRH program managed by the Alliance. Lease agreements will identify the process for the employer to register for this program with the Alliance. The Alliance covers 75% of the cost for GRH services. The employer pays the remaining 25% cost. A sample Alliance GRH program flyer is provided as an attachment. All employees who commute to work using transit, bicycle, or by carpool or vanpool, will be guaranteed a ride home in the case of a personal emergency, or when they unexpectedly have to work late thereby missing the last bus or their normal carpool home. The GRH program has proven very successful as it removes one of the major objections employees have to giving up their private automobile, especially those with young families. The GRH program provides employees with a security blanket, a feeling of reassurance that if a child becomes ill or injured during the day the employee can get to them quickly. If employees need to work late and miss their bus or carpool, or if their vanpool breaks down, they are guaranteed a ride home. ~` ©THE HOY'I COMPANY Page 25 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 12.0 ALTERNATIVE WORK SCHEDULE INFRASTRUCTURE An alternative work schedule (flextime, compressed work week or telework programs) can be beneficial in a number of ways. It can provide versatility, enabling employees to more conveniently use rideshare options, and avoid traffic congestion and transit crowding. It can also be an attractive employee recruitment tool that allows employees to work around childcare or school schedules. Employees may view alternative work schedule programs as a highly desirable benefit. The following issues need to be considered for implementation of flextime work schedules: • Can heating, cooling, and ventilation systems be adjusted for longer hours? • Can security hours be adjusted? • Will parking policies need to be changed to ensure parking for all shifts? • Is building access flexible? To maximize alternative mode-use, the project tenants/employer can offer or give preference for alternative work schedules to employees who use or will use an alternative transportation mode. The TC will provide information to tenants regarding alternative work schedule options and implementation formats. 12.1 Flextime In order to use alternative modes of transportation, employees may need special consideration regarding start and finish times of work. For example, if an employee's workplace opens at 8:00 a.m. The carpool drops the employee off at 7:45 a.m., and he/she must wait until the building opens. Many employees would drive alone given those conditions. Flextime allows the employer to adjust business open and close times to facilitate the use of alternative commute modes. A flextime program permits employees to set or modify their arrival and departure times. Flextime policies usually state that the flexibility in scheduling must not conflict with workflow. Most flextime programs establish a core period of time during which all employees must be present. Employees can then adjust their start and finish times around this period. Supervisors usually retain a significant degree of control over scheduling. The project tenants/employers could offer flextime to employees wishing to commute via alternative transportation rather than SOV. Project buildings will be open and accessible in the early morning and early evening hours to support an active flextime 1 L ` ©TH£ ~'{OYT COMPANY Page 26 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 program. Flextime can positively influence travel behavior by allowing employees to adjust their work schedules to meet their transportation needs (i.e., adjust to match a bus, car or vanpool schedule). The TC will provide information to tenants regarding flextime work schedules and implementation formats. 12.2 Teleworking Infrastructure The 213 East Grand Avenue will provide the infrastructure necessary to support teleworking options. Teleworking can be promoted by the project tenants/employers. If the owner or tenant chooses to connect to the fiber optics network, the infrastructure allows multiple data transmissions. Provision of this equipment is part of ensuring that teleworkers enjoy fast, smooth data transmission between their workplace and telework office. The TC will provide information to tenants regarding teleworking and implementation formats. 12.3 Compressed Work Week Tenant/employers can allow compressed workweek options for employees as needed. A compressed workweek allows employees to work longer hours, but shorter weeks. The shortened workweek and shifted hours may help employees avoid rush hour traffic and reduces the number of commute days. Employees also have an additional day for leisure activities, personal business and family time. Compressed workweek systems can include: • "9/80" schedule, in which employees work eight 9-hour days (72 hours) plus one 8-hour day, totaling 80 hours over two weeks. This program allows employees to have one day off every two weeks. • "4/10" schedule, in which employees work four 10-hour days/per week. Employees typically are divided into two groups. One group works Monday through Thursday, the other group works Tuesday through Friday. • "3/36" schedule, in which employees work three 12-hour days/per week. This plan allows for days off other than just Monday or Friday. Employees are divided into five groups and each group is assigned different days off. The TC will provide information to tenants regarding compressed work week schedule options and implementation formats. ~` ©THE HOYT COMPANY Page 27 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 13.0 TRANSPORTATION RESOURCE INFORMATION A supportive TC, property management and involved tenant/employers will generate positive impacts toward the success of the TDM goals and elements that are implemented. TDM commute programs and benefits must be presented to the employees in a comprehensive and proactive manner along with any other employee programs. This can be done via participation and support of employee orientation forums or transportation fairs, transportation kiosk posting, employee newsletters, management bulletins, emails, etc. From a practical standpoint management support must be twofold: 1) Upper and middle management will encourage alternative modes whenever possible. 2) Managers and supervisors need to be supportive of employees who try alternative modes, even if it means initial minor adjustments to their work schedule. TDM should be viewed as a big picture process. This includes explaining the area's air quality problems; how fighting air pollution ties in with being a good corporate citizen. It is important that the employees can see how both they and the community benefits (better air quality and less traffic congestion on the highways and the surrounding neighborhoods, less parking hassles, cost savings for employees, etc.). Synergistic measures that support these efforts include the transportation kiosk, employee flyers, resource Web sites, promotional programs and incentives, and employer training and employee outreach. 13.1 Transportation Kiosk An information board or kiosk will be located in the main building in a common gathering area (e.g. lobby, employee entrance, break or lunch room). The kiosk will contain transportation information, including Guaranteed Ride Home (GRH) information, transit and shuttle schedules, SamTrans, Caltrain, BART, Downtown Dasher, 511 ridematching and other related information. Information will be updated periodically by the TC or designated employer contact. A second kiosk will be located in the parking structure near a highly traveled access point. The kiosks can be wall- mounted or freestanding, rotating units. Page 29 shows a sample of a wall mounted transportation information board. ©THE HOYT COMPANY Pa Qe 28 213 East Grand Avenue Preliminary TDM Plan 13.2 Employee Transportation Flyer March 10, 2008 At the time of occupancy, all tenants and employees will be provided with an Employee Transportation Flyer. This flyer will include (but not be limited to) information about carpool parking, transit opportunities, shuttle services, bicycle routes and GRH information. A sample flyer is provided on page 30. Sample Transportation Information Board 13.3 Designated Employer/Tenant Contact The developer will require a designated contact to be identified for all future tenants/occupants. The designated tenant/employer contact will be the official contact for the 213 East Grand Avenue TDM program described in this plan. The designated employer contact will coordinate closely with the project TC and maintain on-site TDM programs and employee education and marketing, administrate the annual surveys and provide information continuity for the developer/landlord and the City of South San Francisco. ~` ©THE HOYT COMPANY Pa pe LC~ _., Transit services to South San Francisco areas are provided by Caltrain, BART, and SamTrans. Visit www.caltrain.com, www.bart.gov, and www.samtrans.com for updated schedule and service information. The Utah-Grand BART shuttle offers 18 daily trips from the BART Stations to 213 East Grand Avenue. The Utah-Grand Caltrain shuttle offers 12 trips per day from the South San Francisco Caltrain Station. SamTrans routes 130, 132, 133, 35 and 36 connect with the Utah-Grand Area BART shuttles at the South San Francisco Station. 511 is the regional ridesharing service that will help you to find a vanpool or carpool partner. Please call 511 or log on to www.511.org for ridematching services and other alternative transportation options. The Peninsula Traffic Congestion Relief Alliance provides commute incentives such as FREE gas for carpoolers, FREE trial transit tickets (Caltrain, BART, SamTrans, and others), vanpool rebates, and bike locker subsidies. For more information, log on to www.commute.org or call (650) 588-8170. Regional bicycle route maps are available to bicycle commuters and recreational bicycle users. To view a map, log on to www.511.org. Bicycles are allowed on SamTrans buses and Caltrain. Secure bicycle parking is available at stations and at the 213 East Grand Avenue site. Employees who work at 213 East Grand Avenue and primarily use alternative transportation (transit, vanpool, carpool, bicycle, or walk) for their monthly commute can obtain a FREE Guaranteed Ride Home (GRH). In the event of an emergency or illness, the GRH program provides a free taxi or rental car for your return trip home '`requires employer registrationl. See your company representative for more information. 3/10/08 213 East Grand Boulevard SSF Caltrain Cabot/Allerton Station ~ " E Uq~~ ~° 230 E. Grand 2GRANDT E ,~~,,, ~ ~ - AVENUE G; ~ ~ 455 169 Harbors, y>~ c~ E. Grand 101 III IIYQ1111 I- _ .-----._.. E. Grind a co 255 So. Airport L Q ~ L Haskin Way 0 ~ between Swift 8 J Grand 229 Littlefield ~~~ ~ 339~Harbor I~ Slater o: • • w Harbor Kimbal E. Grar Cabotl~411crton 455 E. Gra Littlefield % Haskin Way 255 between So. Airport , i-;,r. Swift 8 Grand Ula vc: 229 Littlefield 230 E. G 339 213 EAST GRAND AVENUE i 213 East Grand Avenue Preliminary TDM Plan 13.4 Promotional Programs March 10, 2008 If possible, prior to occupancy, the future tenant(s) will host apre-move Transportation Fair or conduct apre-move marketing campaign, with a heavy emphasis on carpooling, transit and shuttle resources. Throughout the year, tenants will be encouraged to maintain employee awareness by hosting other transportation fairs. As lunch-time events, these fairs will highlight transit and trip-planning services and rideshare matching and other commute opportunities at the new site. The Transportation Fairs will bring together transit and transportation providers (Caltrain, BART, SamTrans, and the Alliance), bicycle advocates, ridematching organizations (511), and the Employee Commute Program for a comprehensive presentation. Other events and promotions on-site at the project may include Bike-to-Work Week, Caltrain Day, Rideshare Thursday's or a comprehensive Transportation/Commute Fair. Various transit and rideshare organizations will be invited to set up a marketing booth during lunchtime at a central location at the building during the year to promote the alternative commute options available to employees. Free trial transit passes will be available for first time riders. Periodic on-site tabling would also be recommended throughout the year in concert with other employer events such as health fairs, benefits fair, etc. 13.5 Tenant Training and Developer-Provided Resource Representative Alexandria will provide tenant(s) with TDM program training and start-up assistance. A TDM resource representative will provide TDM support, training and planning assistance for the tenant's employee programs and annual survey compliance. The overarching goal of this implementation effort is to reduce commute trips for project employees, train tenants to formalize company commute programs, and assist in the first year's employee marketing and outreach. Implementation resource support will include targeted rideshare program development, establishment of the emergency ride home program, formalize the preferential carpool/vanpool parking program and integration assistance with the Peninsula Traffic Congestion Relief and San Francisco Bay Area 511.org regional rideshare programs. The TDM resource representative will assist tenants in the preparation of their new employee orientation materials, production of the kick-off event, commute articles, employee assistance and coordination of the annual transportation fair. ~1 ©THE HOYT COMPANY Page 31 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 14.0 PROJECT AMENITIES Amenities provide employees with a full service work environment. Eliminating or reducing the need for an automobile to make midday trips increases non-drive alone rates. Many times, employees perceive that they are dependent upon the drive alone mode because of the number of errands and activities that must be carried out in different locations. By reducing this dependence through the provision of services and facilities at the work site, an increase in alternative mode usage for commute-based trips should be realized. The 213 East Grand Avenue will encourage tenants to offer their employees convenience amenities. A list of amenities for consideration includes: Tenant Driven Amenities • Food service, cafe, beverage and food vending machines • Postage and mail outlet • On-site credit union/ATM • Wi-Fi access throughout campus 213 East Grand Avenue Amenities • Recreational greenbelt and picnic area • Showers and clothes lockers • Bicycle lockers • Transportation and commute kiosks • Free Downtown Dasher -11:00 a.m. to 2:00 p.m. (to the extent it is available) Potential Valet Amenities (tenant driven) • Massage • Dry Cleaning, shoe shine and repair, laundry, film developing, eyeglass repair • Dentist • Hair and Nail Salon • Car Care (oil change, cleaning, etc.) 14.1 Recreational and Bicycle Facilities A relaxation area will be incorporated at the 213 East Grand Avenue site as part of the project construction. This area will offer project employees a recreational area for walking, meditation or picnicking. ~~ I ©THE HOYT COMPANY Page 3'' 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 The Bay Trails project provides bicycle connectivity directly to the south of the project, parallel with the property line, for commuters and recreational users. The Bay Trail is a planned recreational corridor that, when complete, will encircle San Francisco and San Pablo Bays with a continuous 400-mile network of bicycling and hiking trails. It will connect the shoreline of all nine Bay Area counties, link 47 cities, and cross the major toll bridges in the region. To date, approximately 240 miles of the alignment-over half the Bay Trail's ultimate length-have been completed.3 15.0 KICK-OFF EVENT Upon 75% occupancy, the developer will host a commute alternative kick-off event/celebration or employee marketing campaign. Transportation service providers, such as BART, SamTrans, Caltrain, and the Alliance, will be invited to set up exhibit booths/tables. To encourage employee participation in the event, the developer and tenant will provide food; such as popcorn, hot dogs and refreshments, and give-a-ways; such as commuter mugs, water bottles, t-shirts, etc. The tenant will help set the date for the event and advertise the event at least two weeks in advance. 16.0 ANNUAL TRANSPORTATION FAIR AND SPECIAL PROMOTIONS The 213 East Grand Avenue TC will host an annual commute alternative event or fair. Transportation service providers (BART, Caltrain, 511 Regional Rideshare and the Alliance) will be invited to setup exhibit booths/tables. To encourage employee participation in the event, the TC will provide food; such as popcorn, hot dogs, ice cream or other refreshments, and give-a-ways; such as commuter mugs, water bottles, t- shirts, etc. the TC will set the date for the event and advertise the event at least two weeks in advance. Periodic rideshare articles will be written by the TC for internal employee newsletter with ongoing highlights of alternative commuters and their successes. Internal company notices and incentive promotions about Spare the Air (June through October), Bike to Work (May) and Rideshare Thursdays should attract attention of commuters, generate excitement about the use of commute alternatives, and reward those who rideshare. These promotions are often sponsored in conjunction with 511, the Regional Rideshare Program or the Air District. =~ http://www.abag.ca.gov/bayarea/baytrail/overview.html ~` ©THE I-IOYT COMPANY Page 33 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 The TC will register with the Bay Area Air Quality Management District (BAAQMD) for the Spare the Air program so as to receive regional air quality forecast bulletins about poor and unhealthy air quality days. These direct email updates will be forwarded to all employees to encourage the use of alternative transit mode during peak advisory periods. 17.0 TRANSPORTATION MANAGEMENT ASSOCIATION Transportation Management Associations (TMAs) are typically private, nonprofit organizations run by a voluntary Board of Directors typically with a small staff. They help businesses, developers, building owners, local government representatives, and others work together to collectively establish policies, programs and services to address local transportation problems. The key to a successful TMA lies in the synergism of multiple groups banding together to address and accomplish more than any single employer, building operator, developer, or resident could do alone. In South San Francisco, the Peninsula Traffic Congestion Relief Alliance operates as a TMA organization. The Alliance provides: • Shuttle programs • Carpool and vanpool matching • Parking management programs • Trial transit passes • Emergency ride home programs • Enhanced bicycle facilities • Car and vanpool incentives • Transit advocacy • Information on local issues • Teleworking • Training • Marketing programs • Promotional assistance • Newsletter Project tenants will register in the Alliance GRH program for their employees and to use the resources and services available. Participating with the Alliance is a valuable asset for project tenants. The Alliance is a clearinghouse for information about alternative commute programs, incentives, and transportation projects affecting San Mateo County businesses. F'~ ^` I ©THE HOYT COMPANY Page 34 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 18.0 COMPLIANCE MONITORING AND ENFORCEMENT The intent of the City of South San Francisco's TDM Ordinance is to reduce single occupancy vehicle (SOV) trips, and in doing so lessen the resulting traffic congestion and mobile source related air pollution. It is important to ensure TDM measures are actually implemented and effective. Therefore a monitoring and enforcement program is necessary for each application. Because the City's TDM Program is performance based (i.e. project required percentage alternative mode usage and corresponding trip reduction at 35%), an annual evaluation program will allow the 213 East Grand Avenue project, Alexandria and the City to assess the effectiveness of the unique program designed for their project, and to make adjustments as necessary to consistently meet or exceed the requirement. Alexandria's 213 East Grand Avenue will establish and maintain a 35% trip reduction at the proposed project site that is subject to annual monitoring. Annual monitoring and penalty programs are consistent with previously approved methodologies implemented by the City of South San Francisco at other project sites in the east of Highway 101 area. Alexandria plans to voluntarily promote, encourage, and support alternative commute mode usage for employees at the 213 East Grand Avenue project. 18.1 Annual Employee Commute Survey An employee commute survey will be a critically important part of the monitoring process to determine the success or failure of TDM measures. This report, via results from an employee survey distributed and collected by the TC, will provide quantitative data (e.g., mode split) and qualitative data (e.g., employee perception of the alternative transportation programs). Employees who do not participate in commute survey will be counted as drive-alone or SOV commuters by default. The tenant will be strongly encouraged to support and participate in the promotion and marketing of the annual employee survey. Lease language will identify this requirement. Survey data may then be used to focus TDM marketing and the efforts of the TC. The TDM program could be re-tooled, if necessary, to maintain the project's 35°/O peak hour alterative commute use rates and commitment at the site. A summary report based on results from the employee commute survey will be submitted to the City of South San Francisco and presented to the Planning Commission and the City Council. ~~ ©THE I-IOYT COMPANY Page 35 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 18.2 Annual Summary Report Each year, Alexandria via tenant-employee survey data, will prepare an annual TDM summary report and submit the same to the City to document the effectiveness of their TDM Plan in achieving the goal of the alternative mode usage and 35% trip reduction by employees within the Project. The TDM summary report will be prepared by an independent consultant or TMA who will work in concert with the 213 East Grand Avenue TC. The TDM summary report will include a determination of historical employee commute methods provided by information obtained from a survey of all employees working in the building. If the trip reduction rates have not been achieved, the report will explain how and why the goal was not reached, and specifies additional measures and activities that will be implemented in the coming year to improve the modes use rate. The initial TDM summary report on the property will be submitted within one (1) year and each year thereafter following the granting of a certificate of occupancy with respect to the building. The survey reporting will be targeted for the 4th quarter of each year. 18.3 Triennial Report For projects with increased FAR, a triennial report may also be required and would be conducted by the City at the City's discretion. The triennial report will audit the project's TDM activities and state whether the development has or has not achieved the required percent alternative mode-use. If the development has not achieved the required mode-use, the applicant will be asked to: • Explain how and why the goals have not been reached • Describe additional measures that will be adopted in the coming year to attain the required mode-use rate • Provide an implementation schedule by month of additional measures If desired by the City, the triennial report will also include a comparison of historical responses on the survey and identify if mode share has changed significantly and describe in detail as to why the mode share changed. The Chief Planner will review reports. Reports that indicate failure will be submitted to the City Council. F"7 1` ©THE HOYT COMPANY Page 36 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 18.4 Penalty for Noncompliance If after the initial triennial report, the subsequent triennial report indicates that, in spite of the changes in the Final TDM Plan, the required alternative mode-use is still not being achieved, or if the applicant fails to submit a triennial report, the City may assess a penalty. The penalty shall be established by City Council resolution on the basis of the project size and actual percentage alternative mode use as compared to the percent alternative mode use established in the TDM P1an.4 18.5 Tenant Performance and Lease Language The developer (and/or all future owners) will draft lease language or side agreements for all tenants that require the identification of a designated employer contact, compliance and implementation of the TDM program (including annual survey and reporting, and registration in the Alliance's GRH program). The agreement language may also identify the tenant's share of potential penalties for failure to achieve the 35% alternative mode-use rate, failure to participate in the annual employee commute survey, or failure to submit the annual report as identified by the City of South San Francisco. The developer will guarantee project-wide tenant performance. The lease language may be worded similarly to: Tenant hereby agrees to designate one of its employees to act as a liaison with Landlord to facilitate and coordinate such programs as may be required by governmental agencies to reduce the traffic generated by the 213 East Grand Avenue project as required by the City of South San Francisco as part of conditions of approval and to encourage the use of public transportation and ridesharing. More detailed sample draft lease language is attached as Exhibit B. 4 Ordinance No. 1300-2001, Chapter 20.120, Transportation Demand Management, South San Francisco Municipal Code, October 2001. ~( ©THE HOYT COMPANY Page 37 213 East Grand Avenue Preliminary TDM Plan March 10, 2008 19.0 CONCLUSION The developer is committed to achieving and maintaining a 35% employee alternative mode-use at the proposed project for either an office or R&D development. This TDM Plan provides the details of their commitment to the City of South San Francisco. The 213 East Grand Avenue project supports the policies of focusing clustered development along transportation corridors (Highway 101 and I-280), and transit corridors (Caltrain and BART). In order to be part of the transportation solution, this project contains the density and critical mass necessary to encourage the use of all alternative modes of transportation including bicycling, carpooling, vanpooling, and public transit. By balancing air quality with economic growth, the 213 East Grand Avenue project will help South San Francisco thrive as a community. It is projects like these that will contribute to South San Francisco's future livelihood. F7 1` I ©THE I"IOYi COMPANY Page 30 EXHIBIT A Accounting of C/CAG Trip Credits Office and R&D. Scenarios 213 East Grand Avenue EXHIBIT A -Office Accounting of C/CAG Office Trip Credits 213 East Grand Avenue Re aired TDM Pro ram Measures - ~~F Ordinance Quantity Credit Ratio Credit Bicycle Parking -long-Term (Class I) (14) Bicycle Parking -Short-Term (Class II) (5) Total Bicycle Storage 19 0.33 6 Carpool and Vanpool Ridematching Service 1 0 0 Designated Employer Contact -ETC 1 5 5 Direct Route to Transit 1 0 0 Free Parking for Carpool and Vanpools 100% 0 0 Guaranteed Ride Home program 115 1 115 Information Boards/Kiosks 2 5 10 Passenger Loading Zone 1 0 0 Pedestrian Connections 1 5 5 Preferential Carpool Parking (94) 94 2 188 Preferential Vanpool Parking (2) 2 7 14 Promotional Programs 1 0 0 Showers (4)/Clothes Lockers (32) 4 10 40 Additional Credit for combination with bicycle lockers 1 5 5 Shuttle Program (assumes 122 ridership) 122 1 122 Additional Credit for Guaranteed Ride Home program 122 1 122 Transportation Management Association Participation 1 5 5 Annual Employee Commute Survey 1 1.5 1.5 Subtotal of C/CAG Tri s Credited 639 Additional TDM Measures On-site and Nearby amenities 3 1 3 Additional Credit for combination of any 10 elements 1 5 5 er easu res - to a ee~ne onsast~n y ie Planner TDM Plan/Transportation Action Plan 1 10 10 Downtown Dasher -free midday service 1 1 1 ~~ subtotal of Addit~tonal and Other Me~sar~s ~ 19 Total +CICAG Trips Credited 658 EXHIBIT A - R&D Accounting of C/CAG R&D Trip Credits 213 East Grand Avenue Re wired TDM Pro ram Measures - SSF Ordinance Quantit Credit Ratia Credit Bicycle Parking -long-Term (Class i) (12) Bicycle Parking -Short-Term (Class II) (5) Total Bicycle Storage 17 0.33 6 Carpool and Vanpool Ridematching Service 1 0 0 Designated Employer Contact -ETC 1 5 5 Direct Route to Transit 1 0 0 Free Parking for Carpool and Vanpools 100% 0 0 Guaranteed Ride Home program 100 1 100 Information Boards/Kiosks 2 5 10 Passenger Loading Zone 1 0 0 Pedestrian Connections 1 5 5 Preferential Carpool Parking (81) 81 2 162 Preferential Vanpool Parking (2) 2 7 14 Promotional Programs 1 0 0 Showers (4)/Clothes Lockers (32) 4 10 40 Additional Credit for combination with bicycle lockers 1 5 5 Shuttle Program (assumes 87 ridership) 87 I 87 Additional Credit for Guaranteed Ride Home program 87 1 87 Transportation Management Association Participation 1 5 5 Annual Employee Commute Survey 1 1.5 1.5 Subtotal of C/CAG Tri s Credited 527 Additional TDM Measures On-site and Nearby amenities 3 1 3 Additional Credit for combination of any 10 elements 1 5 5 Other Measures - to be Deemed Consistent by Chief Planner TDM Plan/Transportation Action Plan 1 10 10 Downtown Dasher -free midday service 1 1 1 Subtotal of Additional and Other Measures ~ 19 Total C/CAG Trips Credited 546 .~.. EXHIBIT B Sample Draft Lease Language 213 East Grand Avenue EXHIBIT B Draft Tenant Lease Language Regarding Transportation Demand Management Plan Implementation and Requirements for 213 East Grand Avenue Parking and Traffic. (a) Landlord has advised Tenant that the approval of the 213 East Grand Avenue project by the City of South San Francisco conditioned upon, among other things, Landlord's development and implementation of a Transportation Demand Management Plan (the "TDMP" pursuant to which Landlord is required to undertake various measures to try to reduce the volume of traffic generated by the Project. Landlord covenants with Tenant that Landlord will use reasonable efforts to try to reduce the volume of traffic generated by the Project, as contemplated by the TDMP, including (but not limited to) substantially complying with any specific measures required by the City of South San Francisco, Tenant hereby agrees (i) to designate one of its employees to act as a liaison with Landlord's designated transportation coordinator in facilitating and coordinating such programs as may be required from time to time by governmental agencies and/ or by the terms of the TDMP to reduce the traffic generated by the Project (as required by the City of South San Francisco as part of the conditions of approval of this project) and to facilitate and encourage the use of public transportation, carpooling and bicycling, (ii) to make reasonable efforts to encourage cooperation and participation by Tenant's employees in the programs implemented from time to time pursuant to the TDMP, including (but not limited to) programs described in this Section _.0, and (iii) to cooperate with Landlord's designated transportation coordinator in identifying an appropriate area within each Building where an information kiosk can be maintained for the dissemination of transportation-related information, to be updated from time to time by Landlord's designated transportation coordinator in coordination with the Tenant's designated liaison. (b) The Project is presently intended to contain a maximum of approximately 3.3 parking spaces per 1,000 square feet of office development to be constructed on the Property, subject to approval by appropriate agencies of the City of South San Francisco. Consistent with the TDMP, a specified percentage (presently anticipated to be ten percent (10%) of these spaces would be designated for carpool, vanpool and clean fuel vehicles. Such designated carpool parking spaces will be located near building entrances and/ or in preferential locations at all surface lots and/ or garages. (c) On or about (or before) the date Tenant commences business in the respective Buildings, Landlord intends to provide Tenant, through Landlord's designated transportation coordinator, with an appropriate number of employee transportation information flyers or brochures, presently are expected to include (but not be limited to) information about: ^ guaranteed ride home program ^ schedules and maps for Caltrain and BART shuttles ^ commute allowance information (carpool, bike and walk subsidies) ^ carpool and vanpool parking ^ ridesharing and ride matching services ^ free Downtown Dasher service ^ wwvv.511.or~; rideshare information ^ shuttle services operating to and from the Property ^ on-site bicycle lockers ^ on-site shower facilities ^ regional bicycle map ^ transportation information kiosks ^ 213 East Grand Avenue transportation coordinator contact information Landlord shall thereafter cause its designated transportation coordinator to provide updated copies of the employee transportation information flyer or brochure to Tenant from time to time, as appropriate, and to make additional copies of the flyer or brochure available to Tenant from time to time, upon request by Tenant, for new employees. Tenant shall distribute copies of the employee transportation information flyer or brochure to all employees commuting to the Property at the time Tenant commences business in the respective Buildings, shall thereafter distribute copies of the flyer or brochure to new employees from time to time and shall distribute updated packets to all employees from time to time when and as such updated flyers or brochures are furnished to Tenant by Landlord's designated transportation coordinator. (d) Landlord is required to conduct, pursuant to the TDMP, annual surveys of its tenants and their employees regarding both quantitative and qualitative aspects of commuting and transportation patterns at the Center. Landlord anticipates that these surveys will be prepared, administered and analyzed by an independent transportation consultant retained by the Landlord, and will be summarized by that consultant in an annual report to be submitted by that consultant to the City of South San Francisco, Planning and Community Development Department with respect to the Project. Tenant shall cooperate with Landlord, with Landlord's designated transportation coordinator and with any independent transportation consultant retained by the City, and shall use (e) reasonable efforts to cause Tenant's employees to so cooperate, in the completion and return of such surveys from time to time, when and as requested by Landlord or its designated transportation coordinator or the independent consultant. (f) Should the City of South San Francisco assess financial penalties to the Project for non attainment of the required 35% alternative mode use rate, the Tenant shall be subject to a pro rated assessment of the penalty assessed by the City to correspond to the level of their alternative mode use rate achievement. March 3, 2008 ATTACHMENTS Bicycle and Pedestrian Safety Program Flyer Carpool Incentive Flyer Emergency Ride Home Program -Employee Focus Emergency Ride Home Program -Employer Focus Employer Shuttle Rider Pass Program Flyer Free Downtown Dasher -Midday Taxi Service Flyer Free Transit Ticket Distribution Program -Try Transit Registration Vanpool Program Flyer ~, - f ` '. Bicycle and Pedestrian Safety Program Attention Bicycle Commuters Get A Free One Hour Bike And Pedestrian Safety Workshop At Your Jobsite This Fun, Energizing Workshop Includes: • Tips on including Bicycling as a safe, stress relieving commute mode • Coverage of Traffic Laws for Bicyclists, Pedestrians, and Motorists around Bicyclists and Pedestrians • Basic Bicycle Maintenance Tips • Free bicycle related Door Prizes Ask Your Employer To Give Us A Call, And The ALLIANCE Will Do The Rest!!! If you would like more information on the Bicycle and Pedestrian Safety Program, please call The ALLIANCE at 650-588-8170, visit our website at www.commute.orq , or a-mail us at ALLIANCE(c~commute.org Rev 2 i I PENINSULA TRAr'FIC CONGESTION xEI.IEr ALLIANCE 1150 Bayhill Drive San Bruno, CA 94066 P: 650-588-8170 Belmont • Brisbane • Burlingame • Colma • Daly City • E. Palo Alto • Foster City • Half Moon Bay F: 650-588-8171 Millbrae • Pacifica • Redwood City • San Bruno • San Carlos • San Mateo • S. San Francisco Quick Links ~ ~ ~ ~ ~~~ _ ~Xi,f3 ~ t ~.. Alliance Programs You Pool, We Pay! If you currently drive alone, and you commute to, from or through San Mateo Goun carpooling to work. FREE 'Transit The Peninsula Traffic Congestion Relief Alliance is offering: Tickets • gas cards worth $60.00 far commuters with standard cars Get an ;E ergertcy .gas cards worth $80.00 far commuters with hybrid cars (Glean Air Vehicle de~ ~ide_H~me .gift cards worth $80.00 for commuters with clean air vehicles (Clean Air Vehic '~~~#Qr tsekv to commuters who pledge to carpool to work a minimum of two days per week, for of driving alone. Each member of the carpool is eligible for this offer! ~.I~a~ '. To find out if your vehicle qualifies for the Clean Air Vehicle decal, please visit the t . ,t tRV (ARB) website at: www.arb.ca.aov ~~--•~ k; c~ ;~ Visit the www.dmv.ca.aov to find out how to apply for Clean Air Vehicle decal. Plea ~~, ~ ~ ~ ~ FasTrak requirement carefully. ~ ~ ~4 a~~~ { If you need a carpool partner or want to find a new member for an existing carpool, Commute by carpool ... and we'll buy the gas ~'' Now is the time to try carpooling! The Peninsula Traffic Congestion Relief Alliance i y% -~ ~n ' 3 : ~ gas card incentive to help you. l ~ .~ d ``'~~~,~' `? ~~ Start here: ~~,~ ,, . ~ rF ~~;~ ~ ; • Form a NEW carpool with two or more people over the age of 18 or ~ y, ~, ~.~. ~ ~'~ y',41~~ '`' . Add a NEW member to an existing two-person carpool. ~, ~~~' ~~ ~' ~; ~: register yourself (the carpool coordinator) and the names and emails of • Then . „ t _2 j~~>~~~ , • The carpool coordinator is the only person required to complete this form to st F ~ " ~" -"~~ "" completing the carpools partners' information accurately on this one form. ~s ~ ~ ~~;~;~~~~ ~ ~ • Select the type of vehicle from the drop-down box at the top of the applicatior f ~.`~<'~ ` ~ `~ ~ X~, 'S - ' ~ • Special requirements state that Hybrid and CAV carpoolers must drive througt 4 ~~ x : r k ~-~K.: }~ `'°~~ • Hybrid or CAV incentive applicants will need to mail or fax us a copy of the Cle Once your application is received and accepted, your carpool partners will receive < must follow to fill out their information. The incentives are currently a one time only Acceptance of this application is subject to the Alliance's approval. Type of Carpool Carpool Coordinator's Salutation Carpool Coordinator's First Name Carpool Coordinator's Last Name (AI! questions are required ;Standard M r i a Marne Address _ Name City Home State CA Hame Zip _. Home Phone 4, . ~, ~, JVark Phone Email address ~~ -~ - -__ __ ___ ~` %.~ Name: °;~ ,, < Name: .;. .~,, '~~ ~, ~~,.~<s~~ ~ ~ Name: r ~ Li 2 ~ ~:~~ may" i r ~ sf r .. l~ `M ~ w ; ~ Name: '3 `\R j C f ~~ '~i _. :Q' `Carpool Release and Waiver of Liability Email address: ~ Email address: i, the undersigned, request to register my participation in the Carpool Incentive Program benefit I receive as a participant in this Program, I hereby assume full responsibility for all which may result from my participation in this Program, I agree to hold harmless, release, covenant riot to bring suit or claim against the Peninsula Traffic Congestion Relief Aliianc Transit District, CitylCaunty Assacatian of Governments of San fVlatea Car.fnty, ar~d their employees (hereafter collectively "Releasees") from any and aEl claims and demands whc the Releasees by reason of an accident, illness, injury, or death, or damage to or lass or resulting fram my participation in the Program whether or not such lass, in}ury; or death is part by the negligent acts ar omissions of the Releasees. The terms of this release are bi administrators, and all of my family members as well as myself. I have read the foregoing release and fully understand the terms contained therein an inducement. I hereby verify the information submitted is true and correct. ->~~..~ one=~ to su~;~nit' Clear Fields ` Submit Application EMERGENCY RIDE HOME PROGRAM PENINSULA TRAFFIC CONGESTION RELIEF ALLIANCE 1150 Bayhilt Drive Suite 107, San Bruno, CA 94066 Don't Get Stranded At Work! Do you want to bike, walk, carpool, vanpool, or take public transit; but are worried about becoming stranded if an emergency arises while you are at work? The Emergency Ride Home gives you the peace of mind necessary to get out of traffic and save money, time and stress. When your Employer signs up for The Emergency Ride Home program, you have a reliable way to get home quickly in the event of an emergency. . Most people choose to drive their own personal vehicle to work because they don't want to be faced with a dilemma should an emergency arise. Be certain that, in the case of an emergency, your employer will support you with a free taxi ride or a 24-hour car rental. You have the freedom to carpool, vanpool, bus, bike or walk to work without the fear of becoming stranded in an emergency. How do I get my employer involved? You can provide your employer with information about the program by printing out the Emergency Ride Home section of this website at www.commute.orq Otherwise, send us a contact name, number and address to alliance(a~commute.org or call us at 650-588-8170 and we'll be happy to contact them for you. P:650-588-8170 F:650-588-8171 EMERGENCY RIDE HOME PROGRAM Are you ready to improve recruitment and retention rates, reduce parking congestion, and attract employees from a wider area, while providing a subsidized, low cost benefit to your employees? Do it all with the Alliance's Emergency Ride Home Program Most employees choose to drive their own personal vehicle to work because they don't want to be stranded at work should an emergency arise. With the Emergency Ride Home program, employees are given the assurance that, in the case of an emergency, they will be provided with a free taxi ride or a 24-hour car rental. We pay 75% of the ride! The participating employer pays the remaining 25%. Historically, program costs remain very low because emergencies are infrequent. The Alliance can help you design easy administration policies that prevent program abuse. Employer cost of one Emergency Ride Home: average $12 Trusting your employer will be there for you in an emergency: Priceless PENINSULA TRAFFIC The Alliance does all the work. CONGESTION RELIEF If ou have an uestions or are unsure if Our com an ALLIANCE y y q y p y could benefit from this or other no to low cost commute programs, contact us at 650-588-8170 or via email at 1150 Bayhill Drive alliance@commute.org. Suite 107, San Bruno, CA 94066 P:650-588-8170 F:650-588-8171 www.commut~.arg r`_ ~_: - South Sin Francisco Employer Shuttle Rider Pass Program Sc~c~n, the Se~utl~ S~r~t Fr~ncisca Emplayer Shuttles can tt-~e C~~ster Point ~~nel Ut~~h-Grind routes vtirill be ,•v~n EXCLLIS~IVE benefit for ~~rticip~~tin~ Employers. P~-~sses gill be pravideclx to p~rtici~+~ting South Sin Francisco Employers, for clistritaution to thew em~layees. I'~on-p~rticip~tinc~ cor~np~ny errt~aloyees can purchase pisses through the Peninsula Tr~-~ffic Congestion I?elief Alliance. This p~~ss prograr~~ gill begin on April , ZC}4b. Pisses will ex}~ire at the encl of e~~ch .service period.. For more inforn»tion, contact the Alliance's shuttle department ~t b50-588-8 ~ 7C~ or vita en~~il ~t shuttlesC~cc+mmute.org. s your job Located in an East of Highway 1 O1 business park in South San Francisco? Do you utilize public transportation or have limited options far travel to Downtown South San Francisco during the lunch hour? Why not try the "Downtown Dasher" taxi service? This FREE service picks you up between the hoursaf 11a,m. and 2 p.m. from your workplace, and drops you off at one of two drop-off locations in the downtown area of South San Francisco, All that is required to #ake advantage <of this service is a "Downtown Dasher" taxi voucher-and a trip reservation. Contact the ALLIANCE at'650-588-8170 ar shuttles@commute.org to get your vcsuchers, Once you receive the voucher, cal! 650-588-2131 by 10 a.m. the morning of the trip to make a reservation. A return reservation is made as well. Once the taxi arrives, the driver collects the appropriate portion of the voucher and you're off. Just sit back and enjoy the ride. It's that simple. Leavy your cars behind. Visit Downtown -South Sun Francisco to enjoy numerous restdvrtnnts and shops with Your friends and co-workers. Peninsula 1(ellow Cab: 650-588-2131 Peninsula Traffic Congestion Relief Alliance: 650-588-8170 r~NrNSt;irA 'T'RAFFIC CONGESTION RELIEh ALLIANCE 1150 8ayhill Dr., Suite 107 San Bruno, CA 440bb Nrww.commute.org ._~._m__.___ _____~ 1 3 j 1 Do o n South San Francisco DASHER From Employer ~~ < < ~ ~ Voucher Number r $~ I Daw oath San Francisco DASHER From Downtown South San Francisco .~ .~ ~ f ® ~ To help improve this new transportation service, tell us which merchant(s) you visited on this trip www.commute.org Please gr`ve this to your taxi drr'ver at the time of pick up Please give this to your taxi driver at fhe time of pick up This vavcher g a one-way taxi ride to d drop-off locations d Linden and 733 Airpor Ivd. during the hours of 11:00 am to 2:00 pm. Just call Peninsula Yellow Cab (before 10:00 am} to book your ride. (F~50} 588-2131 This voucher good f one-way taxi ride from d d drop-off locations o inden and 733 Airport wring the hours of 11: am to 2:00 pm. Just call Peninsula Yellow Cab {before 10:00 am} to book your ride. (650} 588-2131 L~,~~Ph ~~@ 'gP~ +g J .aspen av~ unrp~r gv~. ' ~=~. . ~~~ $# p'n~ave hLn ~`~ ,~ Califpr~t~ a~~ Q nth Ln. ~ ~~ ~m a u ~4k QVp sf~ l,.rt ,~ Miq~r Ave T~m~raCk ~n 0 a c~a„gA„e ~~. ` rn tn, ~~; laden Ave 3rtl fin. Combtero'd/qve 2ndtn rsr t n a v C J a ~~ ~~~ N TAXI DROP-OFFS s~.,° GRAND AVE. & LINDEN AVE. ~ ;' 733 AIRPORT AVE. Do~Fntown auth San Francisca ~- . r~ , Downtown South San Frantisca DA SNER Quick Links ~ `(', ~ , . _ 1. " ,~ ~ s Alliance Programs Tired and frustrated with driving alone on your long commute to work every day? Interested in public transportation options, but never taken the time to try it? If you're over 18, live or work in San Mateo County and have not used public transportation to commute to work, you could be eligible for a free ticket on BART, SamTrans, Caltrain, VTA, Dumbarton Express or M Line. Just complete the questionaire below and we'll mail you a free ticket from the transit agency of your choice. Despite what you might think, public transit is very convenient. When you try public transportation you can: . Save hundreds of dollars a year in auto expenses (gas, insurance, maintenance, tolls, etc.) • Work or relax during your commute and reduce the amount of stress you feel • Use the new found time you have to read, talk with friends, or get ahead at work • Get to work and get home on time regardless of the weather, traffic accidents, breakdowns, etc. • Help reduce environmental pollution and overcrowded roads • Use pre-tax dollars to pay for your public transportation expenses -~ "` " ~," ~ Be one of the first to complete the questionnaire below and we'll ~i~ ,~~ ;~~~ ~F~'; mail you free transit tickets ~~ ~~,~~ ~~ ,~~~ from the transit agency of your choice as mentioned below. Please '~ ~ ~~-.~~~ note that this offer is for one ticket request, per person, one time ,~~,~~~~~. on I _ w~ '~ , ~ ~ ~~"~ y_~_.. _r ~_ . ~_~ _.._ ~'~ ~~~~o ~~ ~, ~f~ Try Transit Free Tickets Order Form First Name: Last p ~~ Name: Home Address: City: State: Zip: Phone number: Y ~,. Email Address: Employer Name: Employer Address: City: State: Zip: How do you usually get to work? Drive alone '~ Carpool / vanpool Transit: ;. BART °~" Caltrain "' Dumbarton Express `" SamTrans ~°" VTA °"~ M Line Bike /walk Other: Description I would like a free ticket for: 5_ Caltrain (3 round-trip tickets) ~"" SamTrans (6 one-way tickets) ~` BART (one $9 BART ticket) '" VTA (3 round-trip tickets) L M Line (6 one-way tickets) ~ Dumbarton Express (6 one-way tickets) What is the one-way mileage from your home to your worksite? How did you hear about this program? t WWW.COmmUte.Org ...-.n...«.....~..,..~.«.«~...«.~....« If "Other", then please state how you heard about it: How many days per week do you commute? I certify that I am over 18 years of age, live or work in San Mateo County, and Y commute to work in the past. Submit. ~ C :,,~~ b ~ q~F ~~"~. g ° ~ 4 4µ'r i., A (4'~< Y2~ YF~ '~r. F. t `~ S t 2~ 4 e ~k S `3' `~T`~`~S'~'.'y1` ~ ~~y ~ f~ ~ 4; . 4 r ~y . \ T ~ `. ~ i.: r < c x s a ~ ,. .., .,az«E k t Vanpool Program Want To Save Money On A Long Commute And Get Paid For Doing It? Then vanpooling may be right for you. Picture this.... You meet your van in the morning at a prearranged place and time. Then, you settle into a comfortable seat for a relaxing ride. What a perfect time to read, snooze, or even catch up on some work, while around you, thousands fight traffic. And We'll Pay You To Try It... As an incentive to help you get started in a vanpool, the ALLIANCE will pay you half of the cost for your first 3 months of vanpooling, up to $80 per month. If you decide to be a driver for a new vanpool for at least 6 months, you can receive $500.00. This one time incentive is provided for those who have joined a new vanpool in the last six months and have not vanpooled for athree-month period before joining their new van. How Can I Get Involved In A Vanpool? If you would like us to contact your employer, give us a call at 650-588-8170, or a-mail us at ALLIANCE@commute.org or visit our website at www.commute.org To Receive Your Rebate... If you are a new vanpool rider or driver, or are planning to be one, download and fill out the reimbursement form in the vanpool section at www.commute.orq PEtiINS[~ I.A •t•~~f~j Rev 2 ~C7NGES'T`IC7N R~:,IEF AT.T.TAN(''F. 1150 Bayhili drive San Bruno, CA 94056 P: 650-588-8170 Belmont • Brisbane • Burlingame • Colma • Daly City • E. Palo Alto • Foster City • Half Moon Bay F: 650-588-8171 Millbrae • Pacifica • Redwood City • San Bruno • San Carlos • San Mateo • S. San Francisco 2 ~ 3 EAST GRAND AVENUE OFFICE/RBcD PROJECT Final Environmental Impact Report SCH No. 2008022094 September 2008 City of South San Francisco Department of Economic and Community Development 315 Maple Avenue South San Francisco, CA 94083 i LAMPHIER -GREGORY URBAN PI ANNING, FNVIRI.)NMLNIAL ANALYSIS & FROIE(i MANF~G[MFNT !, 510.535.6600 CONTENTS Page Chapters 1 through 14 can be found in the Draft EIR Chapter 15: Introduction to the Final EIR ...................................................................................15-1 Purpose of the Final EIR ................................................................................................................15-1 EIR Review Process .......................................................................................................................15-1 Report Content and Organization ................................................................................................... I S-2 Chapter 16: Revisions to the Draft EIR ........................................................................................16-1 Revisions to the Draft EIR .............................................................................................................16-1 Changes to Chapter 2: Executive Summary ............................................................................16-1 Changes to Chapter 3: Project Description ..............................................................................16-2 Changes to Chapter 8: Hydrology ...........................................................................................16-3 Changes to Chapter 11: Transportation and Circulation ..........................................................16-3 Changes to Chapter 13: Alternatives .......................................................................................16-3 Chapter 17: Response to Comments ..............................................................................................17-1 Introduction ....................................................................................................................................17-1 Response to Specific Comments ....................................................................................................17-1 Chapter 18: Mitigation Monitoring and Reporting Program .....................................................18-1 Introduction ....................................................................................................................................18-1 MMRP ............................................................................................................................................18-3 Appendices Appendices A through E can be found in the Draft EIR 21 3 EAST GRAND AVENUE PROJECT PAGE 1 FINAL ENVIRONMENTAL IMPACT REPORT This page intentionally left blank. PAGE II 213 EAST GRAND AVENUE PROJECT 15 INTRODUCTION TO THE FINAL EIR PURPOSE OF THE FINAL EIR This document, combined with the Draft Environmental Impact Report (Draft EIR) published in May 2008, constitutes the Final Environmental Impact Report (Final EIR) prepared for the proposed 213 East Grand Avenue Office/R&D Project (the Project) in the City of South San Francisco, California. This EIR has been prepared pursuant to the California Environmental Quality Act (CEQA) as amended (commencing with Section 21000 of the California Public Resources Code), and the CEQA Guidelines. The Lead Agency for the Project is the City of South San Francisco. Lamphier-Gregory, Inc. and their subconsultants prepared the EIR for the Lead Agency. The Project sponsor, Alexandria Real Estate Equities-San Francisco, No. 21 LP, have requested the following approvals for this Project: • Certification of the EIR • Use Permit • Transportation Demand Management (TDM) Plan • Design Review • Development Agreement • Administrative approval of subsequent demolition, grading and building permits EIR REVIEW PROCESS DRAFT EIR A Draft EIR was made available for public review in May 2008 and distributed to local and state responsible and trustee agencies. The general public was advised of the availability of the Draft EIR through public notice in the newspaper and by mail for those in the vicinity of the project area. During the public review period for the Draft EIR (ending July 3, 2008), the City received two written comments. A Planning Commission hearing was held on June 19, 2008, but no verbal or written comments on the Draft EIR were received. 21 3 EAST GRAND AVENUE PROJECT PAGE 15-1 FINAL ENVIRONMENTAL IMPACT REPORT FINAL EIR This Final EIR was issued on September 26, 2008. It contains all comments received by the City on the Draft EIR and also includes responses to these comments, together with necessary changes or revisions to the text of the Draft EIR document. Changes to the text of the Draft EIR are included in this Final EIR, shown in underline for new text or °'-~R for deleted text. This Final EIR will be presented to the South San Francisco Planning Commission at a public hearing on October 2, 2008 for consideration as technically adequate and providing full disclosure. Assuming that the Planning Commission recommends certification of this EIR as complete and adequate under the guidelines of the California Environmental Quality Act (CEQA), this document together with the Draft EIR will constitute the EIR for this Project. The Planning Commission may require additional changes or modifications to this Final EIR prior to certification. Certification of the EIR does not constitute approval of the project. The EIR will be used as an informational document by the Planning Commission and/or City Council when making decisions whether to grant project approvals. REPORT ORGANIZATION This Final EIR consists of the following chapters, commencing after Chapter 14 of the Draft EIR: Chapter 15: Introduction to the Final EIR. This chapter outlines the purpose, organization and scope of the Final EIR document and important information regarding the public review and approval process. Chapter 16: Revisions to the Draft EIR. This chapter includes corrections, clarifications or additions to text contained in the Draft EIR based on comments received during the public review period. Chapter 17: Comments on the Draft EIR and Response. This chapter provides reproductions of letters received from public agencies and the public on the Draft EIR. The comments are numbered in the margins. The responses to comments are also provided in this chapter immediately following each comment letter, and are keyed to the numbered comments. Chapter 18: Mitigation Monitoring and Reporting Program - A Mitigation Monitoring and Reporting Program (MMRP) has been prepared in compliance with the requirements of State law (Public Resources Code, Section 21081.6) and CEQA Guidelines. A MMRP is required to be adopted when mitigation measures are required to avoid or reduce significant environmental effects of a proposed project. PAGE 1 5-2 213 EAST GRAND AVENUE PROJECT 16 REVISIONS TO THE DRAFT EIR REVISIONS TO THE DRAFT EIR The following are minor text changes, additions or modifications made to the Draft EIR for the 213 East Grand Avenue Office/R&D Project. An explanation of the changes made in response to comments can be found in Chapter 17. Deletions are noted by ~,,.:',°+"r^~~^"' additions are underlined. CHANGES TO CHAPTER 2: EXECUTIVE SUMMARY • Page 2-18 Mitigation Measure Hydro-3: Preparation and Implementation of Project SWPPP. Pursuant to NPDES requirements, the applicant shall develop a SWPPP to protect water quality during and after construction. The Project SWPPP shall include, but is not limited, to the following mitigation measures for the construction period: 1) Grading and earthwork shall be prohibited during the wet season (8^*~~ November 1 through ~t1~5 May 1) and such work shall be stopped before pending storm events.-~ unless approved by the City Engineer in accordance with Municipal Code Section 15.08.170. 2) Erosion controUsoil stabilization techniques such as straw mulching, erosion control blankets, erosion control matting, and hydro-seeding, shall be utilized in accordance with the regulations outlined in the Association of Bay Area Governments "Erosion & Sediment Control Measures" manual. Silt fences shall be installed down slope of all graded slopes. Hay bales shall be installed in the flow path of graded areas receiving concentrated flows and around storm drain inlets. 3) BMPs shall be used for preventing the discharge or other construction-related NPDES pollutants beside sediment (i.e. paint, concrete, etc) to downstream waters. 4) After construction is completed, all drainage facilities shall be inspected for accumulated sediment and these drainage structures shall be cleared of debris and sediment. 213 EAST GRAND AVENUE PROJECT PAGE 16-1 FINAL ENVIRONMENTAL IMPACT REPORT Long-term mitigation measures to be included in the Project SWPPP shall include, but are not limited to, the following: 5) Description of potential sources of erosion and sediment at the Project site. Industrial activities and significant materials and chemicals that could be used at the proposed Project site should be described. This will include a thorough assessment of existing and potential pollutant sources. 6) Identification of BMPs to be implemented at the Project site based on identified industrial activities and potential pollutant sources. Emphasis shall be placed on source control BMPs, with treatment controls used as needed. 7) Development of a monitoring and implementation plan. Maintenance requirements and frequency shall be carefully described including vector control, clearing of clogged or obstructed inlet or outlet structures, vegetation landscape maintenance, replacement of media filters, regular sweeping of parking lots and other paced areas, etc. Wastes removed from BMPs may be hazardous, therefore, maintenance costs should be budgeted to include disposal at a proper site. 8) The monitoring and maintenance program shall be conducted at the frequency agreed upon by the RWQCB and/or City of South San Francisco. Monitoring and maintenance shall be recorded and submitted annually to the SWRCB. The SWPPP shall be adjusted, as necessary, to address any inadequacies of the BMPs. 9) The applicant shall prepare informational literature and guidance on industrial and commercial BMPs to minimize pollutant contributions from the proposed development. This information shall be distributed to all employees at the Project site. At a minimum, the information shall cover: a) proper disposal of commercial cleaning chemicals; b) proper use of landscaping chemicals; c) clean-up and appropriate disposal of hazardous materials and chemicals; and d) prohibition of any washing and dumping of materials and chemicals into storm drains. CHANGES TO CHAPTER 3: PROJECT DESCRIPTION Page 3-1 Paragraph four is revised to read as follows, "Connected to the new 9-story building would be a five-level parking garage containing ~ 616 spaces. An additional ~ 210 surface parking spaces would also be provided. This equates to a total of 826 proposed off-street parking spaces. An employee parking lot would be located adjacent to Roebling Avenue and visitors would park within a small lot facing East Grand Avenue." PAGE 16-2 213 EAST GRAND AVENUE PROJECT FINAL ENVIRONMENTAL IMPACT REPORT • Page 3-7 Figure 3-2 is revised to indicate a required number of off-street parking spaces of 972 required spaces for a Business (Office) use type and 925 spaces for a Research & Development use type. Additionally, the number of proposed surface parking is revised to 210 and the number of proposed garage parking spaces is revised to 616. CHANGES TO CHAPTER 8: HYDROLOGY • Page 8-11 The identical text changes described above and pertaining to Page 2-18 are accomplished on this page. CHANGES TO CHAPTER 11: TRANSPORTATION AND CIRCULATION • Page 11-30 The analysis of potential parking impacts is revised to state as follows: PARKING Impact Traf-6: On-Site Parking. A total of ~ 972 (Office) or 925 (Research & Development) spaces would be required based upon City code criteria, while a total of g-2-S 826 on-site parking spaces would be provided. Though the proposed number of off-street narking spaces is less than required by the Zoning Regulations, it is, however compliant with the City's Transportation Demand Management Program referenced on Page 11-17 and discussed in detail in Appendix E. As such, this would be aless-than-significant impact, with no mitigation is required. ~epesed--p~l~g-e~Eeeds -t~h~egtrired-;?y--~~sed~c~iteri-~In addition, a Transportation Demand Management Plan has been prepared and is included in Appendix D. Implementation of this plan should further reduce Project parking demand CHANGES TO CHAPTER 13: ALTERNATIVES • Page 13-19 Paragraphs three and four are revised to read as follows: 21 3 EAST GRAND AVENUE PROJECT PACE 16-3 FINAL ENVIRONMENTAL IMPACT REPORT Under the Reduced Parking and Modified Circulation Alternative, the Project's parking would be reduced from the currently proposed ~8 826 stalls-to 748 stalls, as shown in Table 13-3, and on-site vehicle circulation would be modified by providing connectivity between surface parking lots vis-a-vis demolition of the existing building at 215 E. Grand Avenue. Also, vehicular ingress and egress would be provided across the westerly property line connecting to Forbes Boulevard. The reduction in parking would ^°~~^~a° -•~~+'~ exceed the target reduction in peak hour single occupancy vehicles of 9.5 percent, which is derived from the conservative assumptions used for the traffic modeling for the General Plan Amendment, from the City's standard Research and Development parking requirements (City of South San Francisco Municipal Code section 20.74.060). • Page 13-9 Table 13-3 is revised to read as follows: TABLE 13-3. COMPARISON OF PARKING PROVISIONS -REDUCED PARKING & MODIFIED CIRCULATION ALTERNATIVE Parking Spaces Reduction from Required Parking R&D Regulations' 8~ 925 n/a Proposed Project 8~8 826 ~,~ 10.7% Reduced Parking Alternative 748 837 -9.5% Notes: ' Required parking as per the City of South San Francisco Municipal Code section 20.74.060: Research and Development - 1 parking space for every 250 sq. ft. up to 50,000 sq. ft. plus 3 parking spaces for every 1,000 sq. ft. over 50,000 sq. ft. • Page 13-13 Paragraph one is revised to read as follows: T :L° tl.° .-. ~,.T Dr..;°.,t tl.° D°.1,,..°.1 D.,r1r;,,R Alto,h ..ti..,, . „1.1 ~ ~ ' .,.-t ..il .. °..t rv ~ i F" jv... '~~ u.~ l, > > ~l° °l~, ,.t ~,f tl,° T:.,~t ~,f 1111 A,- T2° th; Al t° .,t;. 1.7 h '~ `:vu ° tl,° u:' . ° ~ ,~t.,,.° 4~„- ~,F~:^°/D°..°.,,-,.1. °.,.7 Tl°.,°l~„-.,Y,°,-,t ,,.,,- r iu ~,.t~~~;t;o~ :t „ v ..,.. .,....... 1,1 ,- „it ° ------a- --- ------~---------- ----- - - ---r---- rL .. F ~, (';t. ~t~,,.a~,-~~ ..t: :tl, TTIT~i Dl., i rcr a Li.a i aui . PAGE 16-4 213 EAST GRAND AVENUE PROJECT FINAL ENVIRONMENTAL IMPACT REPORT The Reduced Parking Alternative effectively requires a 19% reduction in the number of parking spaces from the amount required under the Municipal Code. The reduction called for is substantially more than has been considered in alternative analyses (and ultimately approved for other~proiects in the East of 101 Area. The Reduced Parkin Alternative would not impact the foo~rint of the building or the amount or availability of office/R&D space proposed for the Project. The indirect affects of the Alternative however, could prevent the Alternative from meeting basic project objectives. For example provision of substantially fewer parking spaces per grass square foot as compared to other developments in the area, could make finding tenants for the project difficult. This would ne at~y affect the viability of the protect (Project Objective #4), as well as the project's ability to generate tax revenue for the City (#3) and create quality jobs (#2). It would also impede the growth of the area's high technology research and development uses. The Reduced Parkin Alternative, therefore, fails to meet the project's basic objectives. 21 3 EAST GRAND AVENUE PROJECT PACE 16-5 FINAL ENVIRONMENTAL IMPACT REPORT This Page Intentionally Left Blank PAGE 16-6 21 3 EAST GRAND AVENUE PROJECT 17 RESPONSE TO COMMENTS INTRODUCTION This chapter contains responses to the written comments on the Draft Environmental Impact Report (DEIR). Four (4) comment letters were received from the following: • Niall Malcolmson, DGA Architects and representing the Project sponsor (two letters); • Shar Zamanpour, Associate Director of Genentech, Inc.; and • Lisa Carboni, District Branch Chief, California Department of Transportation. Where revisions to the DEIR have been made, they are summarized below with actual text changes included in Chapter 16. RESPONSES TO SPECIFIC COMMENTS The following pages contain each submitted letter. Substantive comments are numbered and responses are provided following each comment letter. In one instance, responding to a comment received resulted in a revision to the text of the DEIR. In all other cases, the information provided in the responses is deemed adequate in itself, and modification of the DEIR text was not necessary. Responses presented in this document focus only on those comments which bear a direct relationship to environmental issues discussed in the DEIR, as required under CEQA. Some comments provide opinion pertaining to matters not germane to the environmental analysis presented in the DEIR. Where this occurs, such comments are acknowledged only and no responses to opinions is provided or required by CEQA. One letter from the California Department of Transportation was received after the close of the comment period on July 23, 2008. The Lead Agency has, nonetheless, chosen to respond to the letter though not required by CEQA (Section 21092.5(c)). 213 EAST GRAND AVENUE PROJECT PAGE 1 7-1 FINAL ENVIRONMENTAL IMPACT REPORT u ®I~II~ DGA planning ~ architecture ~ interiors 30 June 2008 Michael Lappen Economic Development Coordinator Department of Economic and Community Development City of South San Francisco 315 Maple Avenue South San Francisco, CA 94083 RE: 213 East Grand Avenue Draft Environmental Impact Report-SCH No. 2008022094 Dear Mr. Lappen: This letter is provided in regards to a Recommended Mitigation Measure, noted in the Draft Environmental Impact Report for the 213 East Grand Avenue Office/R&D Project. Potential Environmental Impact Hydro-3: Potential Contamination of Local Groundwater (as noted on page 2-18) and the Recommended Mitigation Measure Hydro-3: Preparation and Implementation of Project SWPPP. The first paragraph of the Mitigation measure reads as follows: I) Grading and earthwork shall be prohibited during the wet season (October 15 through April 15) and such work shall be stopped before pending storm events. We respectfully request the dates and language of this paragraph of the Mitigation Measure be revised to match the requirements of the South San Francisco Municipal Code Section 1-1 15.08.170 Restriction of Work During Rainy Season Thank you for your assistance in this matter. ~~ Niall Malcolmson Principal DGA Architects 550 Ellis Sveet, Mountain View, California 94043 650-943-1660 DGAonline.com MOUNTAIN VIEW i SAN FRANCISCO ~ SAN DIEGO PAGE 17-2 213 EAST GRAND AVENUE PROJECT LETTER 1: NIAL MALCOLMSON, DGA ARCHITECTS Response to Comment 1-1 Response provided by Lamphier-Gregory: This comment requests modification of Mitigation Measure Hydro-3 such that it would become consistent with Municipal Code Section 15.08.170. The Draft EIR incorrectly identified the Lead Agency's "wet season" as October 15 through April 15; a period where grading is generally prohibited. However, the Municipal Code identifies the "wet season" as November 1 to May 1. The EIR will, therefore, be revised to correct this error and obtain consistency with Municipal Code Section 15.08.170. 213 EAST GRAND AVENUE PROJECT PAGE 1 7-3 FINAL ENVIRONMENTAL IMPACT REPORT Genentech I N B U S I N E S S FOR L I F E July 3, 2008 Via US Mail and Hand Delivery Mr. Mike Lappen Economic Development Coordinator Department of Economic and Community Development City of South San Francisco 315 Maple Avenue South San Francisco, CA 94083 Re: 213 East Grand Avenue Project -Draft Environmental Impact Report Dear Mr. Lappen: Thank you for the opportunity to review the Draft Environmental Impact Report for the 213 East Grand Project ("DEIR"). On behalf of Genentech, I would like to offer some observations about the DEIR, and share some concerns about the consistency in the consultant's analysis of certain potential effects (particularly traffic) with prior Environmental Impact Reports, and the appropriate sharing of the costs of mitigation measures to address the demands that projects in the East of 101 area placed on the transportation infrastructure. Based on a full analysis, and consideration of the equitable sharing of costs, the City specified in the Genentech EIR and related Mitigation Monitoring and Reporting Program that Genentech will contribute its "fair share" of funds towazd necessary cumulative traffic improvements as we proceed to build our South San Francisco campus. In the interest of ensuring a consistent, fair, and equitable approach to mitigating cumulative traffic impacts in the East of 101 Area, we respectfully offer the following comments on the DEIR Method of Determining Traffic Impacts and Mitigation Measures We believe that the DEIR's method of determining traffic impacts and allocating responsibility for miti ation ma well be inconsistent with riot ractices, and should be reconsidered. By basing this analysis on a "2015 horizon yeaz" base case, it appeazs not to give appropriate weight to the contribution of the Project to cumulative traffic demand. The "Yeaz 2015 Base Case Development, Cumulative Scenario" includes traffic generated by approved and proposed development in the study azea, as well as projects that are currently i 1 DNA WAY, SOUTH SAN FRANCISCO, CA 94080-4990 650.225.1000 www.gene.com 2-I `?_~ 213 EAST GRAND AVENUE PROJECT PACE 17-4 FINAL ENVIRONMENTAL IMPACT REPORT Mr. Mike Lappen Via US Mail and Hand Delivery Page Two under construction. That by itself would not be objectionable. However, the "Year 2015 Base Case Operating Conditions" assumes that several intersection improvements will be in place by 2015, and that these improvements will be funded entirely by approved projects or the City's East of 101 capital improvements program. Additionally, the Base Case states th it includes several improvements that "are being required as part of the 250-270 East Grand As a factual point, we note that these improvements are not attributable solely to the 250-27 East Grand project. Rather, most of the improvements are also required mitigation measur under the Genentech EIlZ, for which Genentech must pay a fair share contribution.' The locations of these improvements aze listed below, with citations to the relevant mitigation measures in the Genentech EIR: • Airport Blvd/Miller Ave./U.S. 101 Southbound Off-Ramp (MM 4.7-16) • Airport Blvd/Grand Ave. (MM 4.7-13) ~~ • Airport Blvd/Produce Ave./San Mateo Ave. (MM 4.7-9) • S. Airport Blvd./Mitchell Ave./Gateway Blvd. (MIvI 4.7-10) • E. Grand Ave./Forbes Blvd./Hazbor Way (MM 4.7-6) • Northbound Off-Ramp to S. Airport Blvd./WondercolorLane (MM 4.7-20) ~reover, the DEIR appears to assume that because a number of intersection improvements already ~l~rl ed, they automatically become part of the Base Case Operating Conditions, i therefore establish the appropriate standard for measuring the significance of this ~ject's impacts.Z We aze concerned that this approach may understate the extent and the nificance of some traffic impacts -and thus, the need to mitigate those impacts. cordingly, as we understand it, the Project proponent would not pay its fair share Ztribution for several improvements that will likely benefit the Project. If this derstanding is correct, we believe it is inconsistent with the nature and extent of mitigatio City has required of other recent projects in the East of 101 Area. rthermore, by assuming that others will pay for traffic mitigation for cumulative growth - which this Project contributes its part -this approach apparently fails to require this eject to bear its "fair share" of the cost of these improvements. This seems to us to be ~- :onsistent with the City's past approach, and with CEQA. Moreover, it results in all the ler developers who have a>;reed to pav a "fair share" for cumulative mitigation measures ~ We have not confirmed to what extent other projects in the East of 101 Area may also bear responsibility for funding these improvements. ~ This approach appears to be inconsistent with CEQA Cruidelines Section 15125, among others. #2831]8 PACE 17-5 213 EAST GRAND AVENUE PROJECT FINAL ENVIRONMENTAL IMPACT REPORT Mr. Mike Lappen Via US Mail and Hand Delivery Pa<,e Three being forced to bear a portion of the cost that this Project reasonably would shaze. Examples of possible inconsistencies with "fair share" principles aze attached Conclusion We respectfully request that the City clarify the analysis in the DEIR to describe the traffic issues in a manner that is consistent with the City's prior practice, and would allow the public and decision-makers a fuller appreciation of: I. the Project's direct and cumulative impacts on traffic; 2. the planned improvements' role in lessening the significance of the Project's traffic impacts; and 3. the fair share of the costs of the planned improvements that this Project should bear. To the extent that the planned improvements will mitigate the Project's traffic impacts, the DEIR should treat them not as part of a hypothetical Base Case, but as mitigation measures for cumulative traffic effects, for which the Project should pay its fair share. We hope the City will accept these comments in the spirit intended, which is to assure that the principle of "fair share" financing for cumulative traffic mitigation is followed consistently, in fairness to all those property owners who already have subscribed to that principle. In particulaz, we think it is only fair the same analysis and requirements that were applied to traffic mitigation for our Master Plan and other property owners' eazlier projects be applied even-handedly to current East of 101 projects. We would appreciate clarification and expanded analysis of these matters in the Final EIR. Once again, thank you for the opportunity to review and provide comments on the DEIR. Please let me know if you have any questions or wish to discuss these matters further. Sincerely, ~~~~ ~'" ' r ~, ~------ --- Shar Zamanpour Associate Director Strategic Facilities Planning Cc: Mr. Marty Van Duyn #283118 ~-~ 2-4 Z73 tA51 GKAND AVENUE PROJECT PACE 17-6 FINAL ENVIRONMENTAL IMPACT REPORT Mr. Mike Lappen Via US Mail and Hand Delivery Pace Four ATTACHMENT A Examples of Possible Inconsistencies with "Fair Share" Principles For example, the DEIR states that the Project would have a significant impact on 95'" percentile vehicle queuing at the intersection of Airport Blvd./Grand Ave. (Impact Traf-14). To mitigate this impact, the DEIR calls for widening the eastbound Grand Ave. approach from one exclusive left turn lane and a shared through/right tum lane, to provide an exclusive left turn lane, a shared through/left turn lane, and a shared through/right turn lane (MM Traf- 14). This mitigation measure would reduce the impact to a level ofless-than-significant. However, the analysis assumes that other improvements, not currently in place, will be completed before the Base Case yeaz of 2015. Specifically, the planned improvements include (1) addition of an exclusive right-turn land on southbound Airport at Miller to alleviate traffic at AirporUGrand; and (2) reconfiguration and re-striping lanes on southbound Airport; and (3) reconfiguration and re-striping lanes on eastbound Grand (see DEIR Appendix D, Fig. 9). All of these improvements are required to mitigate the same vehicle queuing impacts at Airport Blvd./Grand Ave. (see MM 4.7-16; MM 4.7-13). We submit that if these improvements were not implemented, the Project would cause more significant traffic impacts at the intersection, and more mitigation would likely be required. Therefore, because the planned improvements will effectively confer a benefit on the Project, it makes sense to require the Project to pay its fair share contribution for the improvements, as Genentech and others in the area aze required to do. To assure equitable sharing of responsibilities and costs, the DEIR should be made consistent with other environmental review documents in other instances as well. For example, both the DEIR and the Genentech EIR conclude that the respective projects would have significant traffic impacts at the intersection of East Grand Ave./Forbes Blvd./Hazbor Way (see DEIR Impact Traf-9; Genentech EIR Impact 4.7-6). As a result, Genentech must pay its fair share to widen eastbound East Grand at its intersection with Harbor/Forbes to provide an extra lane (MM 4.7-6). C+n the other hand, the DEIR includes the widened East Grand approach as part of the 2015 Base Case and does not require the Project to contribute its fair share towazd that improvement (see DEIR, iy1Ivl Traf-9; Appendix D, Fi>;. 9). Additionally, to alleviate traffic on the northbound 101 off-ramp to East Grand/Executive, Genentech will pay its fair share of a second northbound off-ramp lane connection, if feasible (MM 4.7-21). However, the DEIR does not consider traffic at this off-ramp to be a potentially significant cumulative impact in need of mitigation; nor does it provide for fmancial contribution in the instance the second off-ramp is constructed. #283118 PACE 17-7 213 EAST GRAND AVENUE PROJECT LETTER 2: SHAR ZAMANPOUR, ASSOCIATE DIRECTOR - GENENTECH, INC. All written comments provided in this letter pertain solely to Transportation and Circulation, Chapter 11. Therefore, all responses are, likewise, germane to that chapter. Response to Comment 2-1 Response provided by Crane Transportation Group and Lamphier-Gregory: Comment 2-1 presents a general allegation of inconsistency. As described in more detail below, the Project's traffic analysis and assumptions included therein, are consistent with the City's past practices, as the analysis utilizes the same methodology and incorporates the same requirements as other traffic analyses in the East of 101 Area, including the analysis for the 2006 Genentech Master Plan Update Partially Revised Master EIR ("Genentech MEIR"). The comment does not raise any specific environmental issues, therefore no further response is required. Response to Comment 2-2 Response provided by Crane Transportation Group and Lamphier-Gregory: This comment alleges the DEIR establishes an inaccurate baseline condition to assess cumulative traffic impacts. The commenter suggests that since a number of intersection improvements are merely "planned," the EIR should not assume that the improvements will be part of the 2015 Base Case, and that doing so may understate the significance of project's traffic impacts. The comment further challenges the EIR's contention that certain improvements are solely attributable to the 250-270 East Grand project, and identifies six improvements for which afair-share payment was required as part of the Genentech MEIR. On Pages 11-18 to 11-21, the EIR describes a "Year 2015 Base Case Development, Cumulative Scenario." The comment letter correctly notes that certain improvements are not yet constructed, and objects to the assumption that the improvements will be in place by 2015. However, these improvements were incorporated into the City's 2007 East of 101 Traffic Impact Fee Study Update, and are included among the improvements funded by the current East of 101 Traffic Impact Fee. Consequently, the improvements are fully designed, sufficiently funded, and a timetable for their construction has been established. The City fully expects, and substantial evidence suggests, that the improvements will be completed before 2015. Accordingly, inclusion of the improvements in the 2015 Base Case scenario is appropriate. Furthermore, by incorporating the improvements into the East of 101 Traffic Impact Fee Study, and requiring the project to pay the East of 101 Traffic Impact Fee, the EIR acknowledges the project's contribution to the need for the improvements. Payment of the fee ensures that the project, like other developments in the East of 101 Area, will contribute its 21 3 EAST GRAND AVENUE PROJECT PAGE 1 7-8 CHAPTER 1 7: RESPONSE TO COMMENTS fair share to the cost of improvements required to support development in the area, just as Genentech has been required to do. Indeed, all of the traffic improvements required in the Genentech MEIR that were not solely attributable to the Genentech project, have been incorporated into the East of 101 study and will be funded by the East of 101 Traffic Impact Fee. This includes the specific improvements identified in the comment letter and Attachment A to the comment letter. Therefore, all projects that are required to pay the East of 101 Traffic Impact Fee, such as the 213 East Grand Project, will be paying their fair share cost of the improvements required in the Genentech MEIR. The significance of the project's traffic improvements, has therefore not been understated. Requiring payment of the updated East of 101 Traffic Impact Fee to fund the project's fair share contribution towards the necessary improvements, is consistent with the "fair share" requirements imposed as part of the Genentech MEIR. Allegations in the comment letter of inconsistent treatment are incorrect. Response to Comment 2-3 Response provided by Crane Transportation Group and Lamphier-Gregory: This comment alleges the Project will not include payment for traffic mitigation sufficient to cover its "fair share" of the costs of noted improvements. The comment does not suggest that the project will result in adverse environmental impacts, or otherwise raise an environmental issue. Nonetheless, the following response is provided. As described in Response 2-2, the project will be required to pay the updated East of 101 Traffic Impact Fee, which funds construction of the improvements noted in the comment letter. The amount of the fee to be paid is derived from a calculation of the project's contribution to the need for the various improvements, assessed on a net new square footage basis, with amounts fixed by the City's resolution adopting the fee. Accordingly, the project will contribute its fair share to the costs of these improvements. Genentech's contribution to the improvements is limited by the Genentech MEIR to Genentech's fair share; similarly, the updated East of 101 Traffic Impact Fee ensures that other development in the East of 101 Area will be contributing their fair shares to the improvements, as well. Response to Comment 2-4 Response provided by Crane Transportation Group and Lamphier-Gregory: See Response 2-2. Inclusion as part of the Base Case is appropriate for the reasons stated in Response 2-2 and consistent with the assumptions, analysis, and mitigation included in prior environmental documents, including the Genentech MEIR. Response to Comment 2-5 Response provided by Crane Transportation Group and Lamphier-Gregory. 21 3 EAST GRAND AVENUE PROJECT PAGE 1 7-9 FINAL ENVIRONMENTAL IMPACT REPORT See Responses 2-2 and 2-3. This comment recounts the contents of Impact Traf-14 and its corresponding mitigation measure. The commenter again notes that the EIR assumes that certain planned improvements will be completed, and therefore includes these as part of the 2015 Base Case. As noted in Response 2-2, this is an appropriate assumption and consistent with the City's prior traffic analyses. The comment concludes that the Project sponsor should, "pay its fair share for the improvements, as Genentech and others in the area are required to do." As noted in Response 2-3, due to the fact that the improvements identified are funded by the updated East of 101 Traffic Impact Fee, which will be imposed on the project, the 213 East Grand project will be contributing its fair share to the costs of the improvements, just as Genentech and others in the area are required to do. Response to Comment 2-6 Response provided by Crane Transportation Group and Lamphier-Gregory See Responses 2-2, 2-3, and 2-5. This comment speaks to improvements related to the intersection of East Grand Avenue/Forbes Boulevard/Harbor Way and requests that the Project pay its fair share towards such improvements. Due to the fact that the improvements identified are funded by the updated East of 101 Traffic Impact Fee, which will be imposed on the project, the 213 East Grand project will be contributing its fair share to the costs of the improvements, just as Genentech and others in the area are required to do. For example, improvements to the East Grand Avenue /Forbes Boulevard /Harbor Way intersection are included as project #36 in the 2007 East of 101 Traffic Impact Fee Study. By requiring the 213 East Grand project to pay the East of 101 Traffic Fee, which funds this improvement, the project will be contributing its fair share to the cost of the improvement. Response to Comment 2-7 Response provided by Crane Transportation Group and Lamphier-Gregory. In certifying previous EIRs, the City has determined that the mitigation referred to in Comment 2-7 is not feasible, and accordingly has not required Genentech or any other party to contribute to the cost of implementing the measure. For this reason, the measure was not included in the recent update to the East of 101 Traffic Impact Fee study. The determination of what is or is not expected to be a significant impact requiring mitigation by a project proponent is based upon the same criteria for the 213 East Grand project, as was utilized for other projects in the East of 101 Area, including the Genentech Master Plan Update project. PAGE 1 7-10 213 EAST GRAND AVENUE PROJECT FINAL ENVIRONMENTAL IMPACT REPORT STATE OF CALD:ORNIA-BUSINESS TRANSPORTATION AND HOUSING AGENCY ARNOLD SCHWARZENEGGER, Governor DEPARTMENT OF TRANSPORTATION 111 GRAND AVENUE ~%~,~_ P. O. BOX 23660 r~~ t .r; , ~ OAKLAND, CA 94623-0660 ~' //ll// `f PHONE (510) 622-5491 UC `~ ~ Z~ Flex your power! B (f i t! FAX (510) 286-5559 Q(~ e energy e en tc TTY 711 •~`r~ j: ~ _, . July 23, 2008 Mr. Mike Lappen City of South San Francisco 315 Maple Avenue P.O. Box 711 South San Francisco, CA 94083 Dear Mr. Lappen: SM101442 SM-101-22.14 SCH#2008022094 213 E. GRAND AVENUE PROJECT -DRAFT ENVIRONMENTAL IMPACT REPORT Thank you for continuing to include the California Department of Transportation (Department) in the environmental review process for the 213 E. Grand Avenue project. The following comments are based on the Draft Environmental Impact Report (DEIIZ). As the lead agency, the City of South San Francisco is responsible for all project mitigation, including any needed improvements to state highways. The project's fair share contribution, financing, scheduling, implementation responsibilities and lead agency monitoring should be fully discussed for all reference. previous comments still apply and are DEIR, Appendix D, Year 2015 Base Case + Project AM Peak Hour Volumes, Figure 12, and Year 2015 Base Case + Project PM Peak Hour Volumes, Figure 13: It appears that Figures 12 and 13 attempt to substitute 2015 Baseline + Project Conditions for Cumulative + Pro~ect Scenarios. The Department looks at Years 2008 - 2015 as an intermediate time period. Seven years is not a sufficiently long enough time period to demonstrate long term cumulative traffic impacts. Long term cumulative traffic impacts should be based on a minimum 20-year travel demand forecast model. The Cumulative + Project Conditions should be based upon Year 2030 Cumulative + Project Conditions, instead of Year 2015 Base Case + Project Conditions. We recommend using the Year 2030 Metropolitan Transportation Commission (MTC) travel demand forecasting model. Please revise these scenarios accordingly. 3-l ~_~ 3-3 3-4 Community Planning The City of South San Francisco's General Plan, pages 162-163, calls for the establishment of 3-5 baseline Transportation Demand Management (TDM) program requirements for all new "Caltrans improves mobiliry across California" 213 EAST GRAND AVENUE PROJECT PAGE 17-11 FINAL ENVIRONMENTAL IMPACT REPORT rvu. rvi>xe 1.appen July 23, 2008 Page 2 projects generating more than 100 peak period trips. It further allows for the reduction of parking requirements for new projects implementing a TDM program. The proposed project's TDM program only provides for a slight reduction in the number of parking spaces. The TDM program's parking ratio of 3.3 parking spaces to 1,000 sf is skewed toward the high end of the ratio for an office land use in a suburban environment. "Reforming Parking Policies to Support Smart Growth," an MTC parking study funded by the Department, states that 3.00 parking spaces per 1000 sf is a high allocation for a suburban office project and 2.00 parking spaces per 1000 sf is low. Both BART and Caltrain shuttles have a pick up/drop- off site one block from the project location. It is reasonable to expect that some employees from the project will utilize these shuttles. Given this, the Department suggests a further reduction in the number of parking spaces for the project to help ensure the success of the TDM program and to reduce cumulative traffic impacts on the state highways. Please feel free to call or email Sandra Finegan of my staff at (510) 622-1644 or sandra fnegan@dot.ca.ocOV with any questions regarding this letter. Sincerely, ~~ ~iv' w LISA CARBOIVI District Branch Chief Local Development -Intergovernmental Review c: Ms. Terry Roberts, State Clearinghouse "Caltrans improves mobility across California" 3-J PAGE 17-12 213 EAST GRAND AVENUE PROJECT CHAPTER 1 7: RESPONSE TO COMMENTS LETTER 3: LISA CARBONI, DISTRICT BRANCH CHIEF, CALIFORNIA DEPARTMENT OF TRANSPORATION All written comments provided in this letter pertain solely to Transportation and Circulation, Chapter 11. Therefore, all responses are, likewise, germane to that chapter. Additionally, this letter was received after the close of the comment period on July 23, 2008. The Lead Agency has, nonetheless, chosen to respond to the letter though not required by CEQA (Section 21092.5 (c)). Response to Comment 3-1 Response provided by Crane Transportation Group and Lamphier-Gregory: This comment acknowledges the City of South San Francisco's Lead Agency status and alleges, "it is responsible for all project mitigation, including any needed improvements to state highways." While this comment correctly describes Lead Agency status in this case it incorrectly assigns responsibility for all project mitigation to the Lead Agency. As a point of clarification it should be noted the Lead Agency is responsible for ensuring compliance with mitigation measures. Assignment of the party responsible for mitigation measure implementation is provided in a Mitigation Monitoring and Reporting Program which accompanies a Final EIR (Guidelines Section 15097). Response to Comment 3-2 Response provided by Crane Transportation Group and Lamphier-Gregory: This comment states that previous comments were made and are incorporated by reference. However, the Department of Transportation provided no earlier comments on this project whether related to the Notice of Preparation or not. Response to Comment 3-3 Response provided by Crane Transportation Group and Lamphier-Gregory: This comment correctly acknowledges the EIR's Project plus Cumulative scenarios. Response to Comment 3-4 Response provided by Crane Transportation Group and Lamphier-Gregory: This comment takes issue with the EIR's baseline condition for determining cumulative impacts. More specifically, it suggests the baseline condition is flawed because it does not consider a sufficiently long time period (i.e., Year 2015 vs. 2030). However, CEQA does not provide that an adequate cumulative impact analysis is dependent upon use of a specific projected time frame in the future; nor the use of the suggested Year 2030 Metropolitan 213 EAST GRAND AVENUE PROJECT PAGE 1 7-13 FINAL ENVIRONMENTAL IMPACT REPORT Transportation Commission (MTC) travel demand forecasting model. In compliance with CEQA Guidelines Section 15130(b)(1), the EIR relies upon a list of past, present, and probable future projects producing related or cumulative impacts. Moreover, in compliance with CEQA Guidelines Section 15130(d), the EIR makes use of the City's General Plan and, more specifically, prior transportation studies of the East of 101 Area, a subcomponent of the General Plan's planning area. While use of the suggested alternative travel demand model is not required in this case, the Lead Agency takes note of the request and, in return, remarks that a revised travel demand forecasting model is currently being considered for use the future. Response to Comment 3-5 Response provided by Crane Transportation Group and Lamphier-Gregory: This comment recommends that the Lead Agency consider reducing the number of on-site parking spaces through its Transportation Demand Management (TDM) program to reduce impacts to state highways and ensure success of the TDM program. The Lead Agency takes note of the comment's intent to ensure a successful TDM program. With regard to impacts to state highways, a further reduction in on-site parking would not avoid or substantially minimize significant impacts identified in the Draft EIR. Impact Traf-17 (Off-Ramp Operation at Mainline Diverge) would remain a significant and unavoidable impact even with fewer on-site parking spaces. PAGE 1 7-14 213 EAST GRAND AVENUE PROJECT FINAL ENVIRONMENTAL IMPACT REPORT ®II~I' DGA planning j architecture j interiors 30 July 2008 Michael Lappen Economic Development Coordinator Department of Economic and Community Development City of South San Francisco 315 Maple Avenue South San Francisco, CA 94083 RE: 2!3 East Grand Avenue Draft Environmental Impact Report - SCH No. 2008022094 Dear Mr. Lappen: This letter is provided in regards to the Reduced Parking & Modified Circulation Alternative, noted in Chapter 13 -Alternatives, of the Draft Environmental Impact Report for the 213 East Grand Avenue Office/R&D Project. The Reduced Parking & Modified Circulation Alternative (as noted on page 13-9) and the number of parking spaces indicated in Table 13-3 Comparison of Parking Provisions, is incorrect. Table 13-3 notes the required parking for R&D to be 826 parking spaces. The actual computation, as detailed below would require 925 parking spaces. The "Notes" at the bottom of Table 13-3 do provide the correct formula, required by the South San Francisco Municipal Code. In accordance with the South San Francisco Municipal Code, Title 20 Zoning, Chapter 20.74 Off- Street Parking and Loading Regulations: 20.74.060 Commercial Uses (c) Administrative, Business, and Professional Offices. One for each three hundred gross square feet of floor area, provided that in no case shall less than one space for every business establishment or firm be required. (e) Research and Development. One for each two hundred and fifty gross square feet of floor area up to fifty thousand square feet; plus three for every one thousand square feet of gross floor area over fifty thousand square feet. A reduction from this standard may be granted in certain circumstances, subject to approval of a use permit and with a parking demand analysis approved by the city engineer. Applying the Code required parking ratios to our project yields the following. Use =Business (.Office I Parking Space per 300 Gross Square Feet 972 Spaces = 291.634 Sq. Fc. x 1 Parking Space per 300 Sq. Ft. 972 Spaces for Business (Office) Use ~-j 550 Ellis Screec, Mountain View, California 94043 650-943-1660 DGAonline.com MOUNTAIN VIEW ~ SAN FRANCISCO ~ SAN DIEGO 213 EAST GRAND AVENUE PROJECT PACE 17-15 FINAL ENVIRONMENTAL IMPACT REPORT 213 East Grand Avenue Draft Environmental Impact Report South San Francisco, CA 30 July 2008 Research & Development Use I Parking Spaces per 250 Gross Square Feet (for the first 50,000 Sq. Ft.} 3 Parking Spaces per 1,000 Gross Square Feet (for area over 50,000 Sq. Ft.) 200 Spaces = 50,000 Sq. Ft. x I Space per 250 Sq. Ft. 725 Spaces = 241.634 Sq. Ft. x 3 Spaces per 1,000 Sq. Ft. 925 Spaces for R&D Use Proposed Project In our Planning Application we requested approval of a reduced parking ratio of: 2.83 Parking Spaces per 1,000 Gross Square Feet 826 Spaces = 291,634 Sq. Ft. x 2.83 Spaces Rer 1,000 Sq. Ft. 826 Spaces for either an office or an R&D Use Our proposed parking results in 99 spaces less than required by Code for R&D (925 - 826 = 99). And represents a reduction of 10.7% below the requirements of the South San Francisco Municipal Code. (Note this reduction is also greater than the 9.5% alternative in Table 13-3 of the DEIR) Reduced Parking Alternative The Reduced Parking Alternative, in Table 13-3 of the DEIR indicates a Reduced Parking Alternative of 748 parking spaces. And notes this will be a 9.5 % reduction form the R&D Regulation. This is incorrect because it uses the wrong number (826 Spaces) for the R&D Regulation. The correct number, for the R&D Regulation, should have been 925 Spaces. This would actually result in 177 spaces less than required by Code for R&D (925 - 748 = 177). And represent a reduction of 19.14% below the requirements of the South San Francisco Municipal Code. We respectfully request the number of parking spaces and language of this paragraph of the Reduced Parking Alternative be revised to match the requirements of the South San Francisco Municipal Code Chester 20.74 Off-Street Parking and Loading Regulations: 20.74.060 Commercial Uses. And further request the language be revised to indicate that our proposed parking ratio of 2.83 parking spaces per 1,000 Sq. Ft. represents an acceptable reduction, of 10.7%, below the requirements of the South San Francisco Municipal Code. Thank you for your assistance in this matter. t~T~'~ Niall Malcolmson Principal DGA Architects ®11111 DGA the union of design & technology -~, ~ j- PACE 17-16 213 EAST GRAND AVENUE PROJECT CHAPTER 1 7: RESPONSE TO COMMENTS LETTER 4: NIALL MALCOLMSON, DGA ARCHITECTS Response to Comment 4-1 Response provided Lamphier-Gregory: The comment letter identifies an error in the calculation of the number of parking spaces required under the City's Municipal Code. The Municipal Code requires 925 spaces for R&D use, not 826, as stated in the EIR. This correction has been made throughout the document. Additionally, the commenter notes that as a result of this error, the reduction in spaces required by the Reduced Parking Alternative has been misstated. The Reduced Parking Alternative actually calls fora 19% reduction in the number of spaces required under the Code, not a 9.5% reduction. This error has also been corrected in the discussion of the alternative, and the analysis of the alternative's ability to meet project objectives, based on this new information, has been revised as follows: Ability to meet project objectives: The Reduced Parking Alternative effectively requires a 19% reduction in the number of parking spaces from the amount required under the Municipal Code. The reduction called for is substantially more than has been considered in alternative analyses (and ultimately approved) for other projects in the East of 101 Area. The Reduced Parking Alternative would not impact the footprint of the building or the amount or availability of office/R&D space proposed for the Project. The indirect affects of the Alternative, however, could prevent the Alternative from meeting basic project objectives. For example, provision of substantially fewer parking spaces per gross square foot, as compared to other developments in the area, could make finding tenants for the project difficult. This would negatively affect the viability of the project (Project Objective #4), as well as the project's ability to generate tax revenue for the City (#3) and create quality jobs (#2). It would also impede the growth of the area's high technology research and development uses. The Reduced Parking Alternative, therefore, fails to meet the project's basic objectives. 213 EAST GRAND AVENUE PROJECT PAGE 1 7-1 5 FINAL ENVIRONMENTAL IMPACT REPORT This Page Intentionally Left Blank PAGE 1 7-16 213 EAST GRAND AVENUE PROJECT 18 MITIGATION MONITORING AND REPORTING PROGRAM INTRODUCTION This Mitigation Monitoring and Reporting Program (MMRP) fulfills Public Resources Code Section 21081.6 which requires adoption of a mitigation monitoring program when mitigation measures are required to avoid or reduce a proposed projects significant environmental effects. The MMRP is only applicable if the City of South San Francisco decides to approve the proposed Project and is organized to correspond to environmental issues and significant impacts discussed in the EIR. The table is arranged in the following five columns: • Recommended mitigation measures, • Timing for implementation of the mitigation measures, Party responsible for implementation, • Monitoring action, • Party or parties responsible for monitoring the implementation of the mitigation measures, and A blank for entry of completion date as mitigation occurs. 213 EAST GRAND AVENUE PROJECT PAGE 18-1 U O a. U Z_ F- O a U Z O H Z O Z F- Q U b v ~, ~ ~ o. A ~ 0 U ~ tiA ; .x .~ ~ o 0 ~ o ~ ~ 'ti ~ ° ~~ o ~ ~ ~ O ~ v p Q ~" N GJ C ~ "~ • C, ~ .~ ~" ~ .~ v ~ ~ ~ u ~ . ~ V o 'b o ~ o n. o ~ U ~ ~ o ' ~ v ~.L~z~ C ; U o p c~ ~ ~ N ~ ~ ~ Q C7 ~ ~ ~ ~ ~ ~1 Y ~ z q ~ o ~ .: ~, v O ~ c~ F-~ W , A A ~ ~ ,~ v w ~ ~ .~ o ~ ^ • ° 7 a ~"~ v ~ ~ b ~~ u O u ~, ~ ~ '-' ~ V' z ~ ~ E"~ .o ~ ~ Q ~ ~~ ~ ~ ~ ~ ~ U W .. z N O '" _~ ~ '" o ~ ~ ~ N ~, ~; 3 -o o 0 N v w F' ~ >, .~ ~ ~ ~ o" " v L ~ O 'b o o ~ N o ~ ~ ~ .~ F, ~ ~ a ;; ~ • ~, ~~ a ti :b o :~ °A ~ o . ~ ~ ~ ~ u ~ ~ ~ ~ n. ~ .. 'd ~ ~ ~"° ~ ~ v ~ ~' ~ ~ v o O ~ v ;; ~ ~ v .~ O "~ p ~ ~ ~ A. ~ . C 0 C is C ~ v, a ;~ ~ v ~ ~ N „ p ~ ~ n. ~u ~ ~ ~ v ~ O O ' ~ ' ~,p y, •U O ~ O ~ O ~ ~ ~ ~ u ~ v m ~ .~ L", ~ ~ u ti x ca y ~^ ~ .`~' R. ~" ~ ~ w i p u ~ `3 ~ Dp ~ v ,~ 'D , ~ O v ~ ~ p ~ Q O ` ,3 ~ ~ P.. 'b _R' x "d W b rn U ~ ~ u.~ ~ Q ~ ~ v p p h ~ .--" +~ ti ' u ~ p ~ sue. U Q ~ O' b ~ ~ ~ ~ s+ ~ O ci ~ ai w "~ UJ C w ~ X ~~ C ca ~ ~ ~ o '~ u v ~ ,b O v u O ~ C ~ ~ v ' ~ 7 ~ ~ ~ ~ [ D a~ ~ A . Y ~ o , . u v ~ o .~ '~ A ~ C v °' N o °' ~ v y ~ a ~ ~ y ~ ~ ~ v ~ ~ ~ ~. o n v ~ ~ a . ~o v ~~~~~ /~ u ~ cd ~o~~ O ~~ ~~ c~ ~~ a . ~:~ ~, ~ . ~ ~ ~ ~~ w v ~ [ o v ~ ~ `~ ~ . u s . r P • • • • • ~ • • W w Q Z U O Z W Q Z Q U w M N N U Q U O U Z F- O a U Z O F- Z O Z O ~- Q U F= b v ~ v C A G 0 U •q ~ o . o ~ , ~ ~ o a, U ~ ~ y N C 0 .~ v on C .~ 0 .~ 0 ~ o ~ ~" :~ ~ c~ ~ ~ z `~ ~ ~~ o ~x w a ~, A A ~ ~ -°' ~ z °' '~ c~ a H w ° M ''" .~ z N O p ~ O a ~ V N ~ C.' z ~ S -i v "~ ~ ~ ~ D V~ :3 '" C ` U ~ v v, C ` ' C p ~ sv. O ~ y `" is . ~ b ~, O O ~ w w O ~, O v' '( C ~ O ~ , ~ ~ C . ~ .~ ~ ~' ~ `~' ~ O v v O O v w O ~ O ~ ~. v i v w U r~r ~ k N A O ~ ~ U b ~ v O ~ ~ v~ ~ u . i~ ~ s ~-+ ~ i - ~ O 0 ~. ~ ~ ~ ~ ~ b . v v ~~ C~ C ~ v~ C ~ ~ C ..C v ~ a. °~ C O ~ ~ ~ ~ '+7 ~ ~ C v C ~ ~ ~ ~ ~ v C '~ v '~ .ti L 'O v v v is ~ ~ ~ ~ p , ~ R. ~ O C O a ~ C ' ~' ,~ ~ O v ~ w w a, O O O N v ~ s. ~ ~ ~ w ti v O b C c cd p ~ ~ '~ ~ R. w L7' 'b ~ 'b cC . U 'O Ly' O ~ u ~ O O ~ ' ~ C ct k ~ ~ ~' v C .d 4" 'O ro ~' ~ y cUv u, G ~ ca v "O 'O v p s. "O v v ~ CA C w -O O ' y, O ~~ v ~ .~ U ~ ~ p„ ~y ~ O ~ y ~ v ~ v u r ~ A v p " ~ ' ~ :b ue C N v '~ ~ u ~ ~ ~ ~ ~ n. k ~' C + . CO ,b c a ~ ~ . ~ ~.. .C c~ ~ ' ~ ~ s . '~ D ~ ~ ~ . ~" .~ ~ u C ' ~ ~ v u O ~ v v v b u '~ O 'O C N C cv .-C ~ ~ O ' ~ C O ~ R ~ R ~ ' ~ O C ~ p O y 2 O v rn .a y. "' O . ~ C. O ~t A . v O ~ v; ~ ~ ate. ~ y ..n' p" ~ a ~ sv. '~ ~ > N u 'b ~ ~ ~ v ~ o v • ~ b i u cC O O > v u b ~ v vii v u b 'O 'v, A. C ~ v u w C ~ ~ ~ v ti 'O n `~ ~ _ ~ ~ ~ v " .b ~ O U C ~ sy . w q O q v O s . +~ ~ C ~ ~~ s. ~ ~ O ~ , ~ O a ~- o ~ X ~ ~ L °' ~ °~~' v, C a '~ ~ °~ N ~ ~ `d ~ ~' ~ U v b v o °' ° o c o °~ - v ~ ~ ~ . . . . . ~ . . ~ H n. ~ M U Q W Q Z ti F- V O Z Q Z Q U w M N U O d U Z 0 a. Z U Z F- Z Z Q U -o ~ v ~ a A ~ 0 U ~ ~ ~ C ~ ~ C C o ~ ~ •~ ~ . ~ ~ ~, .y ~ ~~' O A. y LYi ~ Q U H v C ~ U C ' u v -~ ~ w ~ Q ^ w ~ ~ o ~, ~o c o ~ ~ y ~ Q v t..i O v: ~, Q ~ [O `ti U O o ~' C x ~1 •~ ~ ~ u ~ ~ ~ z ~ C Q ~~ U O ~ ~ F' ti O a P-I A ~ [ c A ~ \ '~ ~~, ~'~i '~ v r-i ~ O C (7 py Fin o w ° W ~ .. ~ N z ~ .b b v .b w ~ ~ °~ ~., o Y ~ F" ~ G v u ~ y z ~ ~ v Q p v u ~ ~ 5 k 'N Q ~~ C ~ 'b ~ ~' '~- ^ C v ~ ~ ^b ~' C b ~ O ~ °" y v ^ ca U U O in II. v ~ ~ ~ ~ vv'i ~ ~ p ~ YO ~ ° C ~ aCi . p^ ,~ ~ v' sv, ~ s. ~ v 'v-' a i ~ y v a ~ ~. ~ ~ L ~ u O v O v ~ u R. ~ ~~ , ~ . G . u ^d ' O u ~~ F v C >, C v v '' Y ,~ ° v v .~ ~ u ~ O ~ ~ Q bC.p ~ ~ ~ y ~ Q C4 y w Lam' F C v ' u O u C O w 'O v, u C O. '" ~ v v .L >' pA ~ C 'O ° ~ [~ ~ b s. :~ cd 'ca O ''. N ,, C (.~ C i. ~ ~ u C 'a~.+ '~ ~ ~ ~ v C C ~ '~ Q• ~ y 4y y v ~ ~ .b .~ 'O O o v C O B A >' w v ..07 ~~ ~ 'b ~~ U v O y '~ ~ ~ ~ ~° w . ~ v x O ~ C v bA ~ ~ v b ca LL v aCi'~" ~ `~ C ~ ~ b C -O ~ R. . ~ O cC ' D P..O O C ~ ~ ~ b '~ aui • p ~ u .~. p ' ~ .~ C ~ C ~ '~ te C ' ~y o C ~, °~ ~ v v ~ ^° 'v 0 ~ iG . v ~ b ;sti v b F ~ R . . ~ ~ ~ ^ . ~ • in vi ^° ~ v b R-i ~ v O ,~ ~.'' R. u E-~ a i n, ~ ~ , ao u ~' r„o .~ , q ~ v ~ P~ v O ~; ~ ~ x v ~ ~ ~ ~ ~ ~ °' 'ti .x '[ a ~ N o ~ v v ~ .~ ~ ~ o F ~ ~ w ~, ~ ~ "O C ~v v v ~ p ~ `~ ~ [ U ~ v ~ ~ ~ ~ ca O O ~ ~ ~ H C ++ N u . ~ . ~ C C .~ ~ u ~ ° ~ ° s. Ll. ~ w ° ~ .v ~ ~ °..n ~ ~, ~ s. v C ~ ~ ~ u u ~ ~ v ~ ~ w ~ y ~ ~ ~ y 5 ~ ' . ' ° , . 4 O v~ ~ v LL ~ O ~ h C p„ D.. ~' aCi ~ ~ `~ C E"~ ~ w A. ,^~ ~ ~ . v y s, C O u v, ~ -~ A.. v . ~ O . v II, p ~ P. 7C cad Fz. v' E" ~ O°. °U v ~ Q Ly c~ v ~ O '(~ s, ~ ~' b O M A. c% ~ C O C. R. ~ vui b F"' ~ O ~ ~ '~ , ~ ~ • ~ o 0 0 ~ 'L ~ w ~ C' • • • • • • ~-, -~ ~ o! w Q z F- U w d Z w Q Z Q U w M N ~' U Q D_ -o v ~ v ~ a Q a U .~ C 6' ,Q 0 .C ~ ~ u y 4'7 ~ M p - U OA C '~ O ,~ O H U W O a a A W M .-~ N ,~ ~' C •N a C C 0~ v ~. 0.; h J L ^~' LL~ L w C ca G1 ao 'b `~ s. v s..i hv,.0 Y v ~ .~ 7 C 7 ~ .v O ~ ~ .~ v 4 O C ~ v .~ `~ C Ll. ~., ? '~ . r' cd .x v ~ ~ 0 ~ B p ,9 ~ ~ Ou ~ ~' ~ '~ . y ~ ~+ .C cV ~ ~ B ~ ~ ~ ~ ~ o ~ O ~ u ~ O • A, v ~ 7 O y OA v ~ ~ a w ~ ~ C v ~ .L ~ w ti ~ C v ~ G C u ' ~ .J ,.. C v d Q C 'O A Y Y v .~ b ~ C O O ~ O C Cr ~ v p w -p .~ O cd '~ v v ca ~ O 'L ~ 'O C sV. •~ ~' ~ ~ ~ ~ O u ° v~ a. ~ b p b ~ u °' ~ C ~ y, ¢' s. C O b ~ ° c `~ '~' C o v ~ ~ o ~ ~ C ~ ~ avi O C v ~ ~ A, '~' C P ~ ,~ ,n C ~ C ~ . v O~ C v ~ C ., , v u A C cv y U Y 'd y C ~ v ' ~+ O u ,.d v L~ 0~ O s, ~ ° w ~ v .~ ~ v a ° • • m O 'b 0 61 bq pq C v [ o ~ ~ W ~ U [ ~ ~' ~' c° Q U Q ~ W C C ~ .~ `'" ~ O C fi. ~ ~ O O B :~ A, v F~ :~ R. R. v H ~ C ~ h ~ L H ~ ~ H O ~ v O ~ v L?. p~ O O O O .~ .C G ~'+ ~' O - p ~ ~ `-' ~ ~ v O cd L w Cip ~N w ~ .~ v U U 'O O ~ . v' .L7 O .~ U CA ~ b-0 v, N p, f-' rn v C h w O r b O "O L .d C O ~ C ~ ~ '~ O C ,'~, O ti ~ ~M P~ v ~ ~ v ~ ~A o~ :~ O v o ~° ~ u U o ~ v n, .--• ~ FQ ~., "" U '~ C v ~ ~ c~ o U ~ '~ o ~ ~, q v CO "' ' c~ u °~ 'v" v~ 'D C (~ 7 v w ~ v 'O A, O U .v., ~ N b O ~ .C ~" ~ ,~ v v ~ v ~ •g C ~ ~ ~. ~ 3 v ~ emu' ~.~ U C ~' L C 'b ~ v ~ •~ v ~ .Y C C .C O ~ o p ~ C ~ ~ U ~ O ~ ~ w0 .u „d ~. N O N C~~~ C v .~ ~ CJ ~ a v y ~ ro 'b ~ ~ °A ~ O ~ U ~ ~ ~ v b ~ ~ C b~A ~ ~ p ~ ~, ~ 'O r-i C v U •C b ~ ~ C .~ w C~ v ~ o C y m v W N h[ W 'y U C7 C a' C q ~ C ~ .C ~ ~ v ~ ~ ~ ~ U ~ C ~ ciJ C °' .v. ~ ~ ~ C7 n, y v u ca " a' C ~ ~ p, v m m ~ ._ ~ ~ v •'~' yA `~ `a ~ C v' .3 C -~ c~ C C ~.' ' ~_ ~ C~ ~ ~ a'"i O .~ C .u G ~ v o ~ W ~ ~ C ~ C p+ ~'• v CA v U :: is a: 'b ' C . C cc N~ U •~ O v C ~" 0 v v. ~ ~ ~ ° C7 ~. v~ W a. C7 v ..-, ~n W U Q 0_ w Q Z ~- U 0 D_ z Q Z Q U w M N U 0_ U Z H a U Z Z O z Q U -o :.~ 'y a Q U i, rp :~ ~ C ~ ~ aoo ~ O n L" y v~ ~~ Q ~" N rn L' y ~ '~ p U o ~> P~ U C H U C> ,. O R; C Q L~'' ~ y ~ C~ C Q W U Q W W J C ~ ~ C ~~ u ~ ~ ~ ~ O ~ C ~ _ ~ a'° o ~ ~. o ~ ~. w ~ ~ ~ ~ o ~' o n. n. ~ ~ CG ~ C C ~' /^~i~ 1'~1 ~' A U V V C 'n A-. A, D.. z G~ Q ~ ~ U O c r.~ F E~ E~ W ~ ... O ~ A ~ ~ ~ ~' ~ ~ "~' a N ~ ~ N ° ~ ~ ~~' a N f~ . a z ~ ~ Fp v ~ FA v ~" pa v ~ ~ ~ H o o ' o o ' o o ' w o H ~. ~. ~. z N ca v -d ,L ~ v v ' ~ u . C~ . O .^. ~ O . [ R. ~ 'O Q ~ C '"' O -O C p ' ~ ~ ,O~n C Z ~ y .~ ,~ u O . p v '+~ "' L nt C '.'' ~ ~ y D .~ v 'O U C .~ `n v v ~ `a ~'~ q O 7 C . ca, 5 i O b ., O v Q Y ~ O O ~ .. ~ ~ '~ v ^~ b a a i c ., s . CA L ~~ N b w 'D O .~ ` .a Q ~UC7 ~'~ u ~~~ a c ~ ~ ~~ b ~ ~. o , o v ~.~ H x ~~ ~ ' ~ ~ ~ v ~ ~ N ' ca ~ O p v O ~ ~" U O `n 6~ ^~ ~ ~ ~ A ~ p t1. bA N A.. u Q `~ ~ ' ? ' te c~ O N C cd cd R.. ~ ~ . ~ sv.~ sv, O N r i, v~+ `~ ~ 7 c~ ~ v" u v ~ v, 'O v C .~ u "d C 'O ~; '~ L 'O ' V ' C ~ O a . 11. :~ vVi a ~ v C ~ a i Q ~ ~ c~ cr. s. }. 4; ~ ~ v ~ ~A c~ w ~, ~, .~ s. ca C O q sp. ~ ~ O v ~ y ~ ~ p (7 O CO ~ ~ W ~ ',7v ~ O O ~ 'D Q avi [i. ~ O w h cn lu `a ~ .« ~ v D u v ~. U C ~ C ~ ^ ~ n ' v . ~ L, ~ `+-' v v i c ~ F' O 'O ~ W ~ ~ B ~ v ~ . ~ ~ brC R [ v v y v ~ O p ~, ~ 'C C ~ O a+ ~ O ~ . ~ U CA ~" . 0 O ~, v C O CA O b a7 ~ b (~ cd ~ C '. 7 [ O C N .~ • O Gj ~, CA v .C '~ -~ v; O p ~ v '~ u ~ .d "' c a y ~ ~ u pp ' v ~ , ++ u pp U 'b ~ i; ~~ v ~' ~ w a. C ~ v C v O~ A. v x O '~~!! ~ ~ 'a7 v N G 'D --~ u C A' U UA v • .s'. b c~ ~ '~ ~ ~ 5 ~ ~ 0 w ~ v' C ~ . C u ~ C ''.' O ~ ~ ~ Q p ~ O C a Ni ~ O ~ U v ~ U ~ ~ a, R. C N ` ' vOi v C '~..+ v O ~ ~ On tt ~ ~ v A 'v: O ~ v ' s. ~ o o ~ . ~ ~ ~ ~ ~ ~ ~ .y ~ o a i v ~ 'd ~ o v ' c ~ .~ ° ° ' u N ~ ~ .~ N ~ ~ ~ a~vi ~ '~ C w ~ O M ~ a ~ ~ w C [ ,d v ('vJ ~ ~ a0i 'O ~ ` ~ ~ u ~ p M Cq C ~ ai '~ ~ ~ ~ ~"' ~' C ~ C ~ ~ C w y 'd v ~ v, ~ (.7 N v s. C ~ N C ~.p '" ' C D ~ -p c~a O ~ v ~, ~ ~ v y0 C ~ +~ '~ ~ O 'b U U" . [ L'~ W ~ c%~ ~ ~ ~ U' .~ Q ~ ~ 'L-. ~ H U c/~ r~i, f-' R, R. A. ~ . ~ CJ .n w J Q Z LL F- U O D_ Z w Q Z Q U w M N i U Q Q U O U Z H d Z Q U Z O z O z O U -o v ~a a A G 0 U D, bA ~ C ~ ~ .~ .Q "O CO ~ . ~ 5 ~ ~ O ~ ~_ Q . CJ o ~ ~ U H ~ o ~ ~ ;~ r~ ~ ~ o ~ o ~ •o .~ ~ .~ ~ 0 0 o ~ ~ ~ Q Q O ~' P '4 Pr •~ ~ ~ u ~ . z o ~ Q Q a v ~, U O ~. v c ~ ~ H O ~ - U U /~ F-1 ~ bQ G~ O •~ v ~ ~ ~ ~~ ~ ~ o~~ ~ ~ z ~ ~ W ~ ~ ~ ~, z N ~O a~~.' v v `~ C p ~ O v ~ z ~ C ~ ~ a~ ~ j ~ w o N ro ~ O v ~ ,~ v N ~ ~ 5 ~ v ~ " R"' .~ U ~, ~ C ~ ~I O ~ O~ v 'i w Q '~ 'abi •R p Q w ~ ~ . ~~ '~ u ~ •p ~ Q• ~ v ~ ~i a ~ u cc C ~ ~ ~ C p ,r , •tj L c~ Oy, U v C ~ v W , , C ~p ~, v O ~ cd ~ y ~ ~ ~ ~ U' M s.i N ti v II. ~ ~ ~ . ~ C ~ y ~ Q y 'b O s. ~ c~ ~ ~" C .~ ~ N ~ i~ ~ ~ v ,~ v, [ ~ ~ CAA ~ ~ ~ ~a~ Y ~ p ~ ~ ~ ~ ~~' N [ Q ~ ~ ~ ~ O ~ ~ O y O ~ -~ L ~ cd '~ 'O ~ CA p A.. .-. ~cc C ~ ~ 7 ' O ~ ~ ~ '~ ~ C' ~ y ~ ~ '~ w w '~ O ~ ~ ~ ~ ~ L ~ rn v p O v, d v ~ w p . ~ V o N ~ v ° ~ c~ ~ O ~ a3 ~ d ~ . ~ v v ~ a ~ .~ ~ c ° - ~ v '~ w v ~: o. .- ~ :~ N o„ a ,, c o u y Q p .~ ro cq N u c ~ o L W~ ~° a~ ° c v `~ N o y u '~ ~° ~ ~ G ' _ ~ ~3 ~ ~ c ~ N ~ ~ o N ~ °o ~ C..~ v a ~ m aay..~~ O ,b C ~ v, . `~' O ~ CA 7 ~ CA ~ ~ C ti a. O a~ ~ v' c~ cad [1, G ~ o .a N '+. ~ ~ ~ u ~ O ~ p u 'L7 ~ ~ c~ ~ O u .~ U v '~ ~ Q ~ ~ O . ~ ~ O aCi a, ~ G, '~ ' O C C ,~ ~ O ,.d ~ ~ ~ ~ y 'O " ~ a~ C y ~ W ~ w p ~ O L N P~ ~ A. 'd C ~ ~ ~^ ~ Q., O O CA ~ ~ d ~ ~ ~ Q ~ C w ° 'b v v a0i ~ ~ '~ ~ a°i ~ ~ ~ ~ 'b ~ ~ ~ _v v O > ° ~ b r .~ ucnv~ ~ W a v C7 C7 v ~ OC7'o ~ n.~Wv C7U ~ o,~ u Qo ~ -+ 00 U Q a. W Q Z F- U O z Q 0 Z Q U W M N Q U O D.. U z O d U z 0 F- Z Z O_ Q U H ~ v r o. A ~ 0 U T ~ ~ ~ •~ sU. v is v ^~ ~ ~ o ~ w ~ w ~ ~ :~, ~ p ~ a ~ 5 p p.i . ~ ~ y Lam' Q U ~; rG ~, Q ~ CJ N CJ O C ~ .V ~ '~ o C Q w ~ w ~ ~ . ~ O ~., v O ~.., .-~ 0 u L' . u G C 7 ~: 7 ~ w ~ ~ o ~ .~ ~ ~ :~ ~ a :a z ~a .. v ~, ~ ~ ~ a av H w o ~x o ~ v v a A ~ ~°' u ~~ u ~~N o ~ ab ~ ~~•~ ~~°~~ o z ~"" ~.~ v o~ ~ i. w '~ o~ ~ s. w ~'' ,. ~. O C Ri H~ O O O O ~~ W ~ ~'+ '~ -r z N ~ Z ~ ~ O ~ v ~ ~ 'b 0 C ~ N ~» ~ C y ' ~ ~, 7 C . ~ ~ ~ . ~ h c< ~ ' U 4 'O Cq ~ O ~ v u c ~ , ~ ~ w~ ~ u '~ ~ w ~, Gq ~ b o v ~ ..' s i ~ v a. u o a w iC o H N1 v E"' cCa ++ v .d ca ~ ~, N C y ~ h C '~., ~ ~ ~ II. C O ~ ' O ~ ~ ~ p ~ ti Ci' .~ C ~ q O C y O u ~C .v (~ ~ -~ ~'' C [ ~ y ~ N O ~ U` C f=a C v ~ C L p v~ C +, J C , ~ ~ v .~ D. 'i 'U bC.O ~ O ~ CO p., O ~' c~ sir ~ ~ ~ " ~ ~" o sui >, C ~' ~ , u ~ C o v g v ~ '~ v o w ~ w i ~ ~, y ~ • ~ ~ ~ ~ [ ~~ .~ .~ ,. ~ ~ w ~ ~ ~ v W L cc :~ v v ~ v ~ ~ ~ C • ~ ~ v . G " ~ _ ~ C u ~ ~ ~ °. v .b '~ ~ x ' o ~ ° ~ . U v ~ bC.p ~ cd v ,~ ~ v s. O ~ ~ v ~ •m ~ ~ +~ 'i. N w D, ~ ~ u ~ v ~ CA ~ ~ C ~ Q A u i O Q ~ C 'b ~ q O ti ~ C ~ ~ a • C O ~ 'b vv' ~ `~ vNUi O „ v i C ~ C U ~ C C O v 'O u C " ~ ~ ~ ca C w ~ N . ~ v C C O s . W 'O ~ C '~ '" ~ C u " U ~ ' i p. .a O ' ~ ~ bA ~ ~ ~ ~ ~ .N ~ ~ '~ v'Ji ~ B cd C ~ C ce ' R O b C ~ ~. v ~ s ~ [ ~ `~ ~ v h ' cv y ~ O O" w ' .1 N P. ~ O" cy ~ p y ~ ~ . r ,p i . ca . N y 'O ~ ~ , ca C -p y u C , v A q ~ v N b a O 'i. u C J ~ CG ~ ~ v ~c ~ ,~, y v' Q,! -a C, cd O D. '~ - + ,.; ~ s . ~ O ctl Q ~ y ' ~' , 'J cy ~ .d a. 'O w ` v C ~ _ '+'7 v ~ ~' ~ v ~ w ~ 'J O u 'v, III-- .. C',i y C a ~i ~ ~", i N O" N v N ~+' . ~ w d ,~ U Y ' ~ c ~ v ~ ~ V ~ O B F ~ x C ~ O C ~ v ~ O D . ~ C q bA ' ~ fi ~ h A ~ '" ~ `~ ~ w ~ ~ A v , v . ~ .. ~ bA i h ~+ 'C ` ; a . r . v ~ ~.' ~ " + ~ ~; ri' A. N 7 b CA 7 ~ . N d ' ON ~ .~ L v ca C II v ~ b Cd ~ C '.' ~ (d U ~ p" in Q ~' ,n ~ cE U ~ U s~ C . G' N ~ b v y. i N u., J Q z I U 0 Z Q Z U w M N Q7 Q7 V Q o_ U O U Z O n. U Z O F- Z O Z O Q U H- v v v .. A ~ 0 U Q ~ C Q G '~ .~ :b ~ o ~ V V :. v ~ q o .~ p v ~+, ~ C ~ ~ ~, w 'o ~ ~ i o v • y G n ~ '~ U V G" O ^U O R N C7 ~ ~ a ~ ,d ~ U z v ~ v ~ ~. "" ao v ~ ~ v a C v w o ~ ~ ~ x ~ H a ~ A -~ • a ~ ~v ~~ ~ s o ~ ~ ~~ •~ ~ ~ o ~ ;~ o C7 a [F cn ~. ~, ~-' ~ 0 a W ~ O ~, z ','~ M C O v [-' ~ j rCi O ~ ~ ~+ v C O O 'O c a c~ 'O N N "O O R aj z v, , ~ ,__; ~, O ro . w0 ~ H B O ~ C ~' ' ~ y B ~ .~ •~ ~ ~ .,r1 cd ~ O ~ ~' U O H 7 ~ cCa '~ ~ m ~' '.[ ~, ~ ~ O O C O .~ •~ `v'' v 7 cv u x v LL C c~ u N ~ O ~ v ~ ~ ' v Q U ~ O y. u s. ~ N ~, u ti M v C ~ ' u `3 cd q O s. u 'J ~ ~~ ~ aCi ~ Q ~ ~ u w ^p ~ 'd ca v CO ~ '17 cd ~ N M y w p aCi O C ~ `~ u ca N p "N , N ~ q ~ ~ A, a~ [ 't7 C 5 ~ ~ 0 °~ ~ ~ ''' Q O ~ '~ OA ii O Q ~ O ;a ~ u .b ~ `n v s" II. Q O ~' O v C.0 ~, ~ Q U ~ ' ~ C v v ~' cd '3 ~ v O C O ~ ~ 'b ~ Q ~ ~.' <y U . . ~ R Q h ' >, v , ~ ~ „p i i a " ~ ;~, ' ~ ~ . C 1, c o ~ U A.. ~ ~ ~ s+ O ~ ~ ~ C ~n c~ "O ~ ~ y ~ a . Y ~7 y s ~ .s. N 'O " ca O ~ y R q C ~ O ~ '0 C y v w, ~ .-0 O R, v v ~ C N . i 'O , ~"'~ C y D.~ C ~ v b . u w ~~ ~; x U ..d C O '~ U u ~ >' ~ ~ v ``~ O w III. `~ w0 O ~ Q L ~~ ~ C ~' v v A' ~ a, C w v u ~ ,~ VJ v C `a `a ,~ ~ O 11 ~ C ~ L ~ ra `'..' O c3 GA C ~ bq ti C .., ~' C , y u O ~.. i, u , O ~ v ~ '~ " 'O q O L ~ ~ `~ y u ~" O O ~ A ~ C~ ~ `~ ~ 'O O O U v O O p U v u am. ~ 4 N ~ ~ O O N ~ "..' ' h ca w ' ~ ~ Y Q ~ ~ ~ ct U bA ~ v v U ~ • ~ ~ cd O R, . ~ v '~' ~, ` .~ ~ ~ ., u ~ ~ ~~ v' v , p c3 '~ N II. yy cd N O C.' •'~ ~" ~ 'C-i ~ .~ G ~ ~ .T. ~ ~ ~-• N . ~ ~ Q ~i «S is ~ '~ tC '~' b ~ ~ I.y W W '~ O Q (~ ~ cd w ~ 'b ~' . a ~ y... U ~ v O N ~ V O !-~-~ C [ ~ ,~ ~ ~ U cC .b O [ U v ~ u cd R. ~ ~..~ ~ '~. ~ cd ~; b fV ~+ v ~ O .A V C C CO [ ct ~ ~ ~ N ~ O ~ ~ ~ u ~ A, p p 0 ~ C ~ . O ~ v " ~ ~ ~ ~ ~ ~ Y ~ Y ~ ~ '~ ~~ ~ ~ B ~ ~ C ~ O ' 0'7 v O O U k v ~ a i •~ ~ u .n h LN w v avi x ~ U Q sue'. 'C v `t C O . . v p ~ 'O U a , cC 'C 7 ' Q ~ 'i. v v , w y ~ v N Q ~ C p ~ w x ~ C [ O v 'b O ' w q r i `'." a u C1 OA '.". + q ca N C Q .l] ti O ~ ~ v [ ~, ~ O ~ ~ r~..0 G v~ v u ~" W ~ '~ b p i '" N ~ i U v ca ~ ct ~ ~ ~" ~ au. u y i. ri O" O C~.A O 't" ~ p (~ m ~ C ^L7 ~ v ca ~ C O `v ~ GA ~ Q ~ `n ~ h~r ~+ ~ ,~,~-~ ~ N+i v, cn v) CA ~ 7 ~ Q C 'O C 4" v O 4' ~ h~+ ~' .- .. rn 00 w U Q w Q Z LL F- U O Z Q Z Q U W M N U U Z 0 0 Z Q U Z O F- Z Z 0 F- Q U b v v ~ ~ A ~ 0 V ~ ~ :~ ~ a G •.. :n ~' ~ o "~ o q ,~ c ~ •~ o U ~ '~ -~ .~ ~~ '3 .N as .y ce o O. ca C Q L'' Q w ~ ~ '`~ v .. v >' a 0 , '~ u ~1 `4 "J O ~ N ~ ~ q O ~ Q '~ .~ ~ ~ O v Q p C o ~' ~ '~ ~ ~ U' ~ ~ y ~ u A. z ~ ~~ °~ ~ v ~' a a ~. ~ ~ ~ W ti ~ ~ A w ~ c ~ O A ~ ~ v one O G ~ ~ cd ~a L ~ ~ ~ ~ ~ o ~ H v w Q ~ (~ cy ' ~ o ~ p .. ~ o N z ~ v _ ~ ~ Q -~ -~ ~ v ~ ~ p ~ p .[ C ~ 7 ~ v ' , ~ v C ~ ~ O ~ v, ~ ~ ~ C 'n ~ . 'v . O ~ ~ N z O 1 O ~ }~' ~ ~+ ~ ~ ~ v ca ~ ~ O il, ~ L] .Y .~ ,.~ ~ . ~ b ~ O ~ b ~ . D ~ ~^Cn ~ O O '~ N v .~ C ~vp u v O c~ ~ ~ ' H "O v ~ ~ ~ Q p u; u ~ p r: ~ 'O G . ~ ,~ q v w 'O .bd ~ is O C v ~ H c~ ~ ~ Y w .~ .r] '" ~ -d ~ ~ b ~ v O ~ O : (7 o-r O is . ~ R, ' ~ i. 'a7 'O v ca N c[a cd a C v A, ca (~ ~ cd c/'J ~. v ~ ~ O ~ O ~ . ~ ~ v ~ ,~ -d O w ~ w '- A-. ~ u .-. C~ Lam' ~ G .. C7 v y ~ 'O v A v ' ~ ~ ~ ~ N ~ '" ~ ~ w cd O 'O rC ~ atii '~ b ' D ~ H v ~ C O ~ O 'b ~ ' ~ ~ ~ ~ ~ [ ~ ~ C ~ ~ O U u ~ C O ~ bA ~ O G ~ sv. ca O w O . [ ~ ~ u -p ~ b[A bQA ,~ s0 `n v ~ ' ~ C O v i+ ~ ~ v v O .b p ~ w ^O v, ~'yn v cd v av. ~. ~ ,~ O :~ '~ 1?, p .'~, ~ O ~ ~ p '~~ Ate.. v ~ ' i+ 'D R.. ~ ~ O ~' %~ ~ ~ ~+ ~ p y ^O ~ + y 1.. b ~ y o~~ ~ ~ ~ v ~~ '~ o ~ o ~Q ~ ~~.~ ~~ v ~ Q-~~ o~ : ~ ~ ~ ~ ~ ~ ~' O p ~ 6. .v ~. ~ O .~ ~ .d U b Q cOa vii ;d v `' p ~ ~ w ,~ ~ v ~.., ' ~ ~ O in ` ' v ~ ' ~ ~ w v ~ u ~ 'G c0 v, II. v Q v ~"' w v O ~.. v C - " ti Q ~. ~ ~ N u ~ ~ -~ Q p ~ ~ . ~ G . O -i ~ C v ~ ,7, ca . s. c~C `'-~ Ou O 0 b O p, ~ u 0.w7 ;~ p ~ ~ p / ~. C'. ~ ~ ~ C ca ~ q `~ ~ O ~ ~ O ~ p ~ f1, b v q ~ rn , y O A p Q ~ [ ~ B O ~ o `d ~ ' C ~ ' D ~ bA G •a~ A _, cC CA i+ ~ ~c O ' i. u q i~ ~ C ~ pA f]. ~ Q ~ "~ ~+ C ~ ~ 5 R, s . '~ ~ r+ ~ ~ N ;.~ w ~ ' ~ ~ ~ v . N 'b O ~ b ~ v ~ ~' ~ N ~ O v 'Y ~ u ,~ . '7 ~"' ~ v, ~ ~; y cv v7 w ~ ~' ~ ~ . ~ w w p ~ ,~ ~ T ~ c0 v x Q (~ i p., v a i C v O s. ~ Q ,~ y A. ca ~ u ~ ~ Q - 1 ~ O ~ u C A `3 O Q ~ a .+ O . O O A... . .~ i A. G u A. O u cd . . c3 c , U O o_ z W Q 0 Z Q v W M N 0 U Q U O U Z 0 n. U Z O Z CO Z Q U r ~a v ~ n, A 0 V ~ Q ~ '~ ~ ~ , C ~ '~ C r • ~ O ~ . Q ~ is ~ ~ ~,~ .z] V O ~ ~ti ~ ~ 5 ~~ J ~ o n, ~ , a, W U °~' ~ w Q ~ v , ~Q U t~ • 0.i ~ ~ ~ v ° v ~ ~ o ~ ~ u., n. o v CA O O ~ u C a C 4 j v O ,y 7 .A O ~ ~ u ~ ~ u ~ O ~. ~ O f1. p" v ~' ~ ~" a (~ C7 O ~ ~ o • ~ ~ ~ ~ ~ `~ .a ~ n, a ~, z a ~ °~ ~. ~ H ~ ~ ~ v ~ ~ ~~ w ~ C CO A C ~ ~ ~ ~ g "~ u N ~ ~ Q c~ a H~ '~~~ o w ° ~o .. z o ~ b ~~~ ~ ~~ -~ ~ ;: w b ~ ~ ~ ~ ~ z L o'er ~ ~ ~ ~ ~~ ~ v ~ ~ ~ ~ ~' - ~ . ~ ~ ~ o 0 0 ~ , ~ ~ ~ ~ o ~ ° p ~ ~ a o N -~ s ~ ~ w .~ ~ ~ R. B ~, O v ~ v v C II, CO '~ . v v v O ~ ~ ~ cCa ~+' U ~ ,p ~ c~ ~ v `a `d ~ x ~ ~ C ~' ~ O ~ ~ 'C c"a ' ~ ~ ~ ~ ~ ~; ~ ca v p G cif av. v ti ~ C O . ~ ~ ~ . ~ y O ~ ~ O ~ sa ~ ~' O v ~ ' ~ C ~ p ~ O ~ C ~ u ' ~ C O Cq ~ is • ' ~ CL a~ x u ~ ~ ~ V p ~ v • v ~ '~ ~ CA v rC C ca .Ty u id ~n C Y ~ O . y C'~ ~ v ~ q «s .~ cd v a~ G v v ~ ~ ~ °~ v C ~ b sv. ~v, C '"~ m y ~ ~ C c3 O O ca ~ `d ~ ~p v `~' va ~ v v ~ C ~ ~ C C C ~ ,..~ c . v N ~ ~ ~ ~ W ~ ~ O ' h ~~ ~ s. v "d ~ ~ti O pU ~ 'O sv+ " C ~ . _C v . . .~ ~ v ^ C `~' v , , u ~ h ~ v ~ v W y ~ 7 0 w C v O s. `a ~ w > ~ ~ C ~ T' C - II. ~ ~ C w ~ v 'b u ti C v c V C C v^ ^ v ~ C ~ ~ a - ~ ~w N YY ~ ~ o~ ~ ~ ~ ~ [~~ ~~~ ~ -~ = Y ~. ~ ~ ~ ~x v . xp ~ _ N . ~ .~~.~ v~ ~~ . ~:~ ~ o~L v ° ~ ~ ~ ~ "~ L^, '~ [ vi x "n ~ ~ • ~ '~ O "' . "~ C s' CA Cq ~ M w a'-7 ~ C ~" ~ N ~ O ~ ~ O v W '-' 'O ~ ~ ^ CA ~ ~ p v v ..C ~ . . ~ O ., ~' .C C ~ ^ ~ O O C~ C 'D ~ O ~ j ~ ~ U 'O C '~ . N (~ . C C ~ v, ~., . .~ yo ~D a"'i R. 'b y O ~ u ~ O ca .x • ~" ~ ~ ~ P, C y~ ~ ~ ~ N O ca U x s~.~ ~ ~ 7 ~ C W U '"O [ b > .~ w W v xi v W cn v1 s~+ s. 'O A. cc w v ca ~ i u c a w Q Z_ LL F- C~ K Z Q 0 Z Q U W M N K U O U z O d U Z O z O Z O F- Q U E_- b v v ~ a A ~ O U CA ; c O ~ .Q U N ', q o O " ~ ~ ~ Q ~ C P. L;` ,~ ~ H ~ ~ V o G1 G ;; ~ - G.0 C U 'b d ~ ~ w ' 0 ~ V (~ C ~ O v-+ ~ ~ !, ~ O Lx •~ '~ c z v q ~ n. ~ ~ U ~ O ~ ~~ = ~ F~ W , W ~ q ~ ~ u ~ a ~ ~ ~ ~ ~ ~: z ~~ o ~ ~ v I . O o W O E., " M " ' N ~ ~, v ++ ~ v ~ ~ U v ~ O p '~ Q '~ ~ ,v, v ~ ~ ~ w O ~' U ~ '~ ~ O v x. O ~ ~ ~ ~ C ~ ~ O ~ cd ~ 'O ~ ~ ~ . ~ c3 v, ~ ~ Q ~ v O ~, ca ti C ~ e ~ v ~ ~ ,', C ' C o" ~ v . C O v ~ b ~ ~ v v W R. ~.' ~ Q y v~-~ R. L ~' -' O '~~' [O ~ c y ., ~ P. ~ ~ rn N ~ ~ ~ ~ ~ ,xJ Q spi U Y v C p~ 'D u ~ ~ ~ ~ v ~ C ~ o ~ .O .~ ~ v ~ b ~ a w v ~ v ~ O O ' ~ C ' J ~ ao ~ v ~ ~;, C ~+ u ~ a ~ ~, ~ a O ~, ~ w Cq b a~ w ca 'L3 ~ u ~ C v; U ~ ~ C 'O ~' ~ aNi "' ~, ~ 'O v D ~ ~ C C ca ~ O ~ U v ~ .D v II, ~ y4 C ~ . 0" ~ p ~ '~ N ~. :~ O 'O ~ O cd U O .~ : ,~ - ~ C p ~ ~ ~ 'd [ o ~ ~ ~ v ' ~ ~ ~ b ~ ° ~ is ~ ~ C o ~ o o v ~ +~ U pp v o ~ . ~ w O C4 " O ~ ~ ~ 'ti ~ ' v v '" ~ ~ o y ~ ~ ~ ~ O C N +-' A.. 'D U R. O O cd ~ ~ , ~ ~ v A. ~: c~ ~ , ~ ya ~ v ~ R. O ' cCa ~ ct " ''' y ~ ~ O q ' ~ q ~ ON 'O ~ L v x ~ w R. ~ ~ ~ ~ p v' w LL ~ Q C^ s, q u vv w O ca R. r. O CA C x ~ ~ c~ ~ , '~' [~ sv. i p„ O u O ~.y ~ C ~ G ~ ~ ~ ~ s:.~ ~ v ' ~ cad p, O" ~ .. v N b 't7 4:. O ~" . ca N ~ U N ~ in . T v i O '~ C a. ~ O v ~ C ~ . i A, a i ca a ~ y ~ U v ~ ~. Q v ~ w ~ ,~ ,. 5 Q" v v ~ ~ ~ .c co v is on O vCi w A. C ~ 'O ~ O ~ U C C~ '+ ~ ca 'O ~ Q ~ ~ Q w O " ~ .~ '~ p 'A ~ ~~ ~ .~ v O ~ ~ v 5 ~ U cv ~., ~ U C .b u ~ •~ y R, v v ~ ~ ~ ~ -C _ .~ ~` 30 V . "' ~ E• Q ~ti u p u A, ~ C U U Y q .N a A ~ O v p ~ ~ ~ v "' ' . .~ ~ C 'CS p . U ~ ~ ~ ~ ~ ~ .~ y N O ~ ~ . O ~ . ~ O ~ ao M vi O ~ N ~ U ~ , U ~" -b .' O ~. ~ 4'U p 'O Q' v. ' O ~ ' ~ ~ y ~ • iU., O ~ o v cNa ~ xa ~ '~ a ~ o o ~ ~ ° aU Caw ~ ~ o .~ y ~ d ~ ~ ? U ~ U ° ' ~ = ° A' v c~ n, a ~ 3 ¢. -o v . ~ a -o F- ~ Q a a v.~ w Q z ~..~ O K D_ w Z W Q Z Q U w M N v v e~ ~ A. A ~ 0 V ,$ ~ ~ ~ .~ ~ ~ '~ o U y .~'.. Qi ti v C. O .~ U Q ~A G .4 O .~ U W ~-, O a: A C7 W M e-~ N O ~' (~ H .., ~ ~ ao .~ ~o v H ~ cd 61 0 OA " -d p ~ .a v ~ ~ ~ y C 'x ~ v' O ~ .^~ N y cc ~ bA ~ u Cp ,~ p ~ ~ ~ ,~ ~ ~ .~ v C~ ,Y ~~ ~ w ~ v v G C ~ N ~ ^O .~ ~ ~ vOi .n w ~ k ~ >'.~ V v N C w ~ ~, L O C ~+ cua Q v O w L '~ °~ ~ ~ x w O v ~ v ~ ~ y ~ u c~a O "O ti x ~ u k y C ~ ~ ~ q '~ ~ ~ C~ II, w v w ti ~, ~ O o o :~ :a ~ a~ . ~ y y ~ v i. ca V) ~ ~.'. O V ~ w v 0 ~ ~ .~ '~ V~~ w C 'i, cn v O O ~ ~ ~ u 'xs., ~ Q C v ti ate., Q v~ ~.' ~ i. Y . ~ ~ ~ p "O ~ ~ N A. ~ sue. rn .b p , ~ 'O ~ ~ v P~ `~ p p y cyv v Q w y a k II. c~ y u ~+' ' c~ v y~ 0 A.. cn ~ ~ GD ~ '~ .4: ~ ~ u N .x C C ..-. ~'~ ~ LO ~ ~ • b ~ ~. cn ~ ~ ~ ~ w U L C~ ~ y ~ v ~'~-' .d C C ti w q v b `~ u O C[.0 ~ ,.d ~ O ~ ~ 'u N v U '~ ~ 'O 'O '~ w C ~ '+-' 7 O s. O Q N ~ w v u Q •Y >. ^ O O cy w g a~~ v U a? ~~ y O ~ b ~ ~ u i. C sv. '" y N "" ~ O cC [ p v °? ~ ~ O ~ A.. ~ ' ca7a w O ~ ~ sv-i O 7 i' N Q 'b u v ~ s. w .b ~ C S[+~,~ U W ~ s. ~ O cd CA ~ y, 'O J±' C nl C w C sU. u~ O~ O ,~ ~ O O bvA 'D ,,, .b 'n ~ "d ~ ~ O y ;d a~ N u O p O. v ti~ Q .~ ~ 'b .~ cti ~ N v' cd v ~. U ~ ~ r" ~ ~ ~ ~ a ~ ~ ~ ~ O ~ ~ ~ b c~ 'D ~ G _ v A• ~ O ~ O ~ p "." O O -p ~ ~ ~ "n "' v a0i O~~ v q ++ R. O C O v ,L ~~ O v s. p . 'b U ~ C O [ ~ Y ~ O b ~ ~ ~ C ~ 'O 'd v 'O O .y ~ ~ ~ a' V O ~ ~ ~ op ~ Ov ~ ~ ~ ~ v ~ ~ ~ 'J ' c~ cue 'O ~ ~ tN,q -~ ~ -~ '~ ~ s. b a ~ ~ O ~ ~ v ~, Q O `a Y p O Q '" ~ C . ~ O ~ ~ ca L A v 'b ca V y ~ ~ u -~ [ C R. ~ O v O~~~ O~ L~ p b ~ R..~ 'O O •C ,~, O ~ ~ O s. ~ v ~ u ~ ~ y v ~~, '~ ~ ~ Y~ w ~ C lU ~ cd v O ~ N ~ ~ ~ . v q ~.. ~ ~ w ~ ~ v .~ ~ `~ v ~ v~ ~~ ~ O O C~ .~ L ~, ~ y O b [~ w O ',..~ O 7 .b ~ ~.. ti 'O O ~.'' L w O ~ sv. O C ~ N ~ 'O w v `~ C O ~ ~ . q °j N N ~3 ~n ~ ': O '~ ~ cd ~ ~ Q p' ~ H cG ~ W v~ °u V a M M u, U Q w Q Z LL F- V Z Q Z Q K U w M N U O U Z a. O Z Q U Z H Z O Z F- Q V_ H b v v ~ n. Q 0 U pp ~ on ; ~ 'i., .~ C ~' Q C ~ ' ~ C O •~ O ~ ~ ~ O m" ~ ~ Q ~« ~ CV w v q o ~ a d' w w a~n o y .~ 0 ~ ~ O O Q ~ O ~' ~ ',^_, ~ ~ C u ~ ~ .N :a z "" ao ~ E" v ~ A'' v W O ~ R,' O ~ A w A ~ \ v ~ ~ O O ~ ~ '~ o o L'J ~ ~ . Hcn ~ . ~'~'Qw O W ~. z N QO ~ In cV -o ~y ~ ~ s+ w `~ O. ~ ~ „-~ ,~ ~ ~ O ,~ .b Oa 7q sU. O v1 Q ~ ~ ~ o v ~ a ~ ~ `~ ~ ~ ~ -o ~ a ~ ~ w ~ ~ y ~ a ~ v ~ ~, ° ~ ~ w° o v v ~ x ~ on ,~ v ~ v ~ y ~ ~ a ~ v a, y ~ O U ~ ~ ~ H v ~ ~ ti U ~ ~ ~ vN ;; ~[ ~ ~~ o~ ~, v~ ap a~b.~ .~ ~.~ F'+ ' 6' a. .~ ~, ~^ N '~ v 'ti [ Oq ... C ~ y ~ ~ Q U C O R, [ ~ (~ v A. v O ~' o ~ R. ~ ~ w ~ ~ '~ ~ F, .~ o a ~ v ,~ v n, ,~ w . v ~ ~ .a p ~ 'v ~ ~ ~ 'o F~ `n 'b w . ~ v ~ • ~ Ey b ~ ~ A. ~ ai Y '° 'ti a~i A, `~ 'd E"'' ~ ~ ~ ~ ~ o ~ o . u ~ ~ ~ ~ ~ ~ '~ ~ .a ~ o. ~ v C x ~ ~ o ~ a "Cv, ~ v ~ ~ ~" ~ GG ~ ~ ~ ~ v '~ O b .L C ca ~ R, .d w v • v ~ v ~ ~ ~ ~ `'" r ~ w v R ~" ~ ~ V ~ ~ O N v, O ~ O . v L . j b io ~ CA ;, . q a . . ~ y ~ ~ +, ' R. ~ ~ ~ v ~ ~ ~.. ~ ~-~~~ [~ ~ [ a ~ ~ pax ~ ~~ °~ `O O v ~ .L '~ ~ , a~`~i ~ ~ .. . 'O ~ `~ ~ y cCa cNa II. . cOa' ~ ¢' ~ ~ ~ ~ 'D ..C ~ ~ U ~ O o ~ w Q; y ca ~ ~ C.C L ~ ~ s. ~` q . C vv, C> 'xi. .b ~ w P.. U OA ~ `~ A, v ~ ~ -~ ~ ~ ~ v h ~ ~. ~ sC. v' v C. O ~ ~ U ~ v rn ~ ~ ~ v ~ ~ ~i ~ .-O C_J ~" v .T. v 3 ~ 4. ~ ro C ,.r. +' ~ v ~ D, ~ ^d .V 'u l1. ~~ cd . C ~' C "O Q . G ~ ~ b N~ w U O ~ ~ U ~ ~ ~ ~ p Q '~' ~' ~ ~ ~ y ~ ~ W W ON O ~ s: . bA v cd B v, v `~ v ~, ~vr OC ~ ~" ~ ~ v ~ ~ ~ O C Q. uj ~ a+ ~, '+7 ~ scv. ~~ C ~, x~xw ~ o ~ ~ o' w J Q Z U K Z Q D Z Q U w M fV d' U Q Q U O U Z d Z Q U Z O ~- z O Z O Q U r- -o v v v ~, Q 0 U ~' GA '~ a O a ~ O a .~' ~~ ~ o ~ . ~ >_ ~ Q ~ 5 Q o o 'C .[ ~ ~',Y , N ~' ~ '' ~ ~ CJ o ~. C.J o 4. ~ v ~ o ~ ~ v '~ a Ci ,~ ~ ~, ~ ~ ° a w ~ ~ . w , ti 4" ~n w ~ 0 ~ ~ o ~ 0 0 e ~ 0 „ Q a~ ~ O ~ ~ ~ ~ ~ ~ a ~ ~ n. °" z ~ ~ ~ o n, ~ ~ ~ H v ~ ~ ^' ~ ~ ° ~ o ~ ' o N o ~~, an ~ ~ ~,~ o o ~ ~ ~. ~ " ~ v o ~ a > a ~ . ~ ~ ~" o a d ~ ~. ° ~ 0 0 ~ ~ ~ ~ "~ o a ~ ~ ° ~5 o~~ v= ~. ~, ~ o v~"Q w ;~ ~ , F , ~ ~ ~ p p w~ Q w z ~; v v~ "O C C ~~~ ~ ~ ~ u `~` b O ~ v 0 v' O ~ ,0.0 'O v ~' -" C v ' c~ ~ i , ~ ~ O C `~ a~ ,~ ~ v -~. H O ~ 0 v u ~ ~ '~ N ~ N ~ _ ~ ~ y 'v ~ ~ ~ ~ ~ ~ ,~' ~ N "O w G' N " O ~" O y D ~ .b .~. ~ a u `~ ~ bG~1 C~ ~ ~ v v a.. is ~ svi "a.~ ~ 11 II, O ~ gv~~~ aN°'~'z~~ ~L.~v v~o ~ ~ ~ 1 ~ N O ~ ~~ C ~ ~ "~ ~~ ~ ~ ~~ .~ w p O V N C v ~--~ '~ ~ v n. ,~ o a o o U~ ~' w aui ~ ~, x v .C~, v u w o Q D :~ ~ v w ~ p ~ i. ~ .. C :b C C b bA aki ~ ti 7 " y O ~ O LL7 ~ w C ~' ~ ~ '~ ~ ~ ~ [ p `d ti p Q O b ~ W ~ w . ~ y Q Q ~ ~ ,~ ~~ w ~ ~ '~ .~ .~ ~ v ro ~ v ; ~ y ~ ~ ~ ,. o ~ . ~ ~ .y -~ ~ o o ' ~ u ~ ~ ~ ° a ~ ~ ~ ~ n W ~ v o ~ ~ p u ~ ~ ~ .~ ~ u ~ ~ .c v b . N .Y ~ ~ q ,~ o u o ~ v v '" ~" p ~.. ~ ~ F' w ~ ~, ~ . ~, ~ ~ ca b i; [n ~ ~ c 3 y ?~ ~ ~.~ w w y C C > ~ ~ ~ ' o a. ~ N s+ ~= v; C 0 O -~ y ' N v b ~ L q ~ a~ ~ o `~ O v 'Q ~ . C v v-- ~ ~ '3 am c v ~ v ca ~ C is ~ _ b ~ ti y u 4J ~ N +., sa C p 'D C ~ ~i ~ y i-i ~ ~ ~ c , ~ Y y U ~ h„p 'b ~ ~ C ~ N .. ~ ~ ~ N ;.~ cd y ~ o ~ ~ a «. 5 w ~, W ~ ~ C, p ; ~ o N ~ `" ~ ~ N ;, o `'." u ~ G A ~ p . N . ~ " u ~ v ~ i ~ cd v; O cd W v Q ~.., p , «t G ?? ;~ is ,`n„ 'O ,~ ~ Q ,~ . ~.. .~ ~ p C ~ " A.. a~'i ~ ~ v ~ .v~ v i C ' O ~ ~ p ~ C ~p ~ ~~" ~ `~' ~q ~ a s. ~' ~ ~ cva ~' v -b p, •~ (z7 «s w :~ ,b ~~ v ,b d o a c ~ -o ~ v ~ a .~ C ~' e ~i ~ ~ c y ~ ° . ~ ti o ~ a o ~ a a :~ ~ °~ bA y ~ O w C a"~i ^0 ^p ~ ~ ~ p ~ ~ ~ . ~ ,d G~1 v ~ ~~,-~+, U~ P, ~ 40 cn cn ~A p ~ O U ~ C ~ a x+ ~+' w h F~ ~ f~ 3 L-' + `rt'i ~ p cA GA ,~ cv ~'~" , u i W Q Z F- u Z Q Z Q K U W M N Q U O U Z F- U Z H Z O Z 0 h- Q U C v v ~ a. A ~ 0 U b A ~ C ; s. .q .~ o ~' C p p `~' C v `~ C ~' ~ U C " ~ ~~ o u ° -p ao U ~ ~ , ~ O C C ' '~ ~± ~ ~ V H .~ ~ [ Q bA ~ ' r h ~ p ~ ~ U ^ Q V •~ ~ o ~ ~ ~~ ~ '~ o ~ ~ U ~ N ~ Q ti C7 ~ O ~' ~-1 .~ ~ '~ ~ C7 v a z v, H ~~ U O ~ fy -C ~ ~ , ~i A ~ A z a¢ ~ ~ c7 ~ ~ ~ :~ ~ N .'~ ~ ~ ,~ H cn ~: ~ ~ ~ °' ~., w P. O o 0 ~' z ~" o .. O ~ ,~ O te ~p b~„0 h ~. C ~ C ti ~ N~ ~ ~ ~ u ''' ~ L C "' O J p C ~», '1 '~ R . w ~ ~'(~ N w C v C u ~• u O O ~ ~ ~ ~ ~ O % C ~ ^ ~ `u"~ . j y: ~ ..~ , O y yJ ~ v c v i Cr v v ~" C ' ~ C O ca ~ ' v ''~ ~ .-d N ~ 0 '" vi .~, N `d -~ :~ ,~ O • v u ~ ~ ~ . L". C ~ O '~ C j~ . s. ~ u :~ ~ s. v: u Cq ~ ~ Q ~ V] O .p ,'~ i ,~ v ~ L 'D ~ ~ ~, U w ~ C ~ N v •L '~ . ,~ ~ .~ ~ ~ v •~ ~ ~ ;~ ~ ~ 0 N '~ p v a`~i v ca "v ~A v p k ,C, .Y L p ~ ~ q ~ u C Tf O ~, ~ ~ W ii vC, rn G' ~ ~ r" Ou ,`~, '+~'' N ~ '~` . ip u v w vi ~ ~', O ~. su ~ p i ,. O :~ i ~~ ~~ II. O `u' `'~ p C ~ v ~ 'D 6' ~ --~ ~ O . ~ ~ p cd '~ 'CJ ~ 'CJ ~, v, ~ ti N C C .b ~ ^ v: U ~ p u o ~ v v ~ v ~ ~ ~ ~. [ ~" ~ .. u ~ ~ ' ~ O ~ v ~ N ~ ~~ v u ~ ~ . ~ ~ ~ ~ O ~ [ C ~ ~ ~ o ~ ~ v ~ ' \ O C S' v ' ~ ~ v ~ v ~ 'ti p ~ 'O O p ~ O ~ ~ ~ `~ ~ ~ ~ u . -i y , s y u ~ C cd a. ~ p cd ~ .iy v ~'S., O C ;.~ +r ~ -b sue. i+ .O v ~ ~] w u u b ~ O ~ O w p Y "'d ~ C L y C v ~ ~ `~ ~ A ~ C v C 'O O p ~ ' -' ' ~ D ~ u ~ O L 'D v O~ .C q ` ' v ~ u M ~ "~ ~ O _ ni ~ `~ ~ u pa ~.. u y ~+ ~ v C ~' ~ O ~ C Q ~~. O C, p h ~ C 'O ' ~ 7 C N `~ C ~ C O w " O ~~ i p v , ~ O ~ v w Q Z ti I H U O Z W Q Z Q U w M N U O U Z F- K d Z Q U Z O ~- z O Z O ~- Q U F- b v v A ~ 0 V ~, C ~ .^ ~ C _O ~ ~ ~ U ~0 A. /-I 6J y 0 .~ ~ . 0 '~ 0 C7 ° o ~ a ~~ ~ ~~ c~ ~ •~, z ~ ~ w o a A . A ~ ~;-~ ~ '~ ~ ~ a H~ w ° .. z N ~ 'CJ '0 v, H C O O 3.. J] ~ U ~ ~ vi 4. cy 7 '+~ O cy i ~ N ~ ' ~ ' ~ v [ ~ ~ ~ ~ ~ ~ ~.7~ v' su ~ '~' ~ O i~ v ~ u ~ Ey ~ `'-" A, -d -C ~ ''~" v v v u .d v ., v O C . ~ 'b O ~ . ~ 'b w0 O 'Q -'+ cn C B~ O C ~.. ~~ O ~ 'C7 v O v, O v v R, ~ v v v v u V ~.. Q-' O O v C ~ .- v v C ~ .~ ,~ ~ O~ q ~, u ~ p 0 ~ .~ v : C" v ~ u ~ v ~ '~ b v ~ ' . ~ ~ i' ' ~ . bC.O L: ... SS O `~' v 17 y y G'r _N v A.. ca O C. N ~ +-~ rn .~ .b C.0 aCi '~ ~ O y C7 ~ ~ v u B v ~ y O O w ~ O ~ . ~ v O . ~ p v ~ O C .~ ~ ~ N 'D .-d C y b ~ V ~ w '~ v u ~ ~ ~~ O ~ C ~ ~ '~ v ~ v C `~ ~ A-' ~ ~' ~ ~, ~ r,H ti . v -+ b a p cc p v ~ -i7 b v c c ~ .O ~ ~ .~. ~ u s ~ . ~] ~' ' ~ ¢ ~ v (7 Q ~ y w ti u . v, s II. ~ ~ C y a. ~O p i, O Z N ca A, ~ .p O v . ~ C ~ 'i7 w ~ + Q O/ C ~ ~ N ~ ~ '~ O ~ R. v •- ~ Q G~ C ' '_' ~ ca „~ r ~ ,~ :~ A. u O ,~, w O `~" b u . .. ~ 'O "v Cq w0 c ~.' N.^ v (~ .3 ~ v ~ "' ~ ~ b ' D O ~ C O ~c b ~ y cC O ~ 'O Q b v O ~ ~ O CvA s. ~ ~ v cd O C ' i• C R, > O ~~ ~ ~ Q ~ ~ ,~. ~ ~ C ~ ~~ ~ C ~ h v ~ C ~ O C~ ~ 'O v p~ v C ~ v ~ u ~ ~ y C O C ~ . ~ ~ .b sv. v .b ~; 7 ~ v p cC ~ ~ . ~ ~ ~ u y w ~ p b , O a~i ~ sV. ~ " C O '17 O cNa 'II ~ N ~' 'v-' C v ~ y ~ p ~ H "O . L~^, U A ~ _ v ~ v ~'.' O u sue. N `+ ~ ~+, ~ ~ ~ ' w O • O b ~ N CU c~ GQ ~+ O O Q ~ ~ w Q u '3 b a c Q ~ ~ ~ 4: ~ ~. ' in H N ~ U U Q d W Q Z H U D_ Z Q Z Q U w M N Q U 0 U Z_ F- 0 d U Z F- Z Z 0 F- Q U E_ v v ~ a A ~ 0 U G ~ L ~ ~, a"i O ~ ~' B ~ U c m o n, O o~ W u ~.~. .4 ~ j ~ n U q cq ~ ~ C ~p Q Q ~~ ° ~ v ~ ~ h ~ O u ~ q .~ C +-~ O ^y .. O ~ '~ U v ~ ~ ~ C7 ~i G ~ ~ ~+ C ca ~ , ;? ~ u ~ z v ~ ~ ~ .. o ~, ~ U O ° ~ aa,, H ti W a f ~ A . i A y ' ~ u ~ bCn N ~ C b ~ b ~ .~ a 'f C7 F ~ -~ ~. w o 0 W O H .. . ~ 0 N ~ .b ~, Y o o ~ a p ~ o ~ ooA o ,~ ~ ~, C v ~ ~ ~ ~ 0., o, Y ~ 'd C ~ ~ C ~ b ca ' ~ C v ~ O p ~ ~ w v O ,~ v s. O ~ ~ v O ^ ~ 'b ~a" ~ Q '~" O cn .~ u ~ .ca u O N v ~ ~y d v ~ w0 'O .n "C ~ ~ C .~ ~ y u f1. O ~"' ¢' ~ C ~ .~ C ~ .C O C W ~ ' [ 2 ~ ~ ~ ~ v v O C O ~ ~ 0 O ~' v v ~ ' v ~ ~ O 'D 7 ~ `a ~ ~ ~ C C ~ ' ~ ~ C ti v u ~ O C 'y ~ A ~ C ~ is L- + i. p p (~ P~ ~ A. c~ .~ ~ u ~ vi ~ v v v C~ C . v: cd ~ '+ ca CA U . ~ R+ ~ ca '~ cn w cs C O ~~ v ~ u ~ ~ U N C W >' ~ Q u~ u ~ ~ ~ C a~i CA iQ Y O ~ .~ w ~ Ct 'O ~ a~+ C ~' U ~ ~ .~ a C .s ~~ H ~ C Q C. u ' ~ .~ Q~i 2 C O C. CA q O v ~ C O ..s w c 'C ~ ~-. a i W ~ ~ ti ~ `~ C ~ ' C cn B . P: . ~ L~r v , ~ 'C~ v O ~" ~. o A cNd ~ '+" C ~" O O ~' rn ~ ~ ~ O ~' ~ v ~ g5 ~ ~ ~ v w ~-~ ~ O •;,~ ~ h~ ~~ . ~ ~ N~ 3 '0 ~ ~ ~ p O O sv u ,°~ ~ ~, ~ v, ~' ~ cn ~ C Q ~ p ~' C FQ CCA p, . '~ U ~ v b ~ s C pp ~ O ~+ O ~ ~ ~ ~ ~ v ~ s. v .. A. ~ cd 7 v ~ ~ ~+ i i v ~+ ~ w i. ~ u `uC v O v u O . Ll. ~ r ~ R, ~ is O ~ ~ p of O b 'd y ~ ~ w ' O v ~ ~ C ~ ~ ~ ~ ~ p C 'O s . ~ '~ C O o v y C ~ ~ ~ ~ ~ ~ O u N v ¢+ ~ C ~ ~ ~ ~ ~ A . . w ~, ~ ~ ~ ~ w cC °~ O C ~G C O ~ A. a i ~ 'b O "-" N w ~ ca v ^ ;~ ~ L y ~ . ' ~' C 'O u "' O i~ `~ cn O L C ' ~ 'D ~ ~ C! ca cd v cCa n, . ~ i+ ~ w C ~ ~ y ~' O v ~ Os. O ~ '" v ~ O y . v' ~ v III, ,~~.~ ~ a ~ ~ +" v ~ v V ~ ~ ~- ~ ~ v ^v. 'b ~' ~ ~... .Ti C C C .b v Q .^~ ~, ~, pp ~ •.., . ~ v, ~ ~ ~ vu c m b O ca ro O P, ~ v, v C D ''' C N ~ N p ~` 0 v ~ , .C ~ ~ pp a i s. 7 w [L ~ C .~ q s.a F' w O .~ .., v, , C R. 't~ ~ c a ' s.r ~ .ti j ~ ~ ~ 7 v ~ . o ' ~ s ` ' ~ C C U O v II. ~ ° q s. O . ~ ~ 'b O O ~ ~ y ~ . ~ >, o. ~ v x °' ~ ~ v ~ ~ a . ~ ~ o ~, B ° ro ~ ~ Q, o ~: ~ o ~ ~ w ~ ~° o z w J Q z U O Z w J Q Z Q V w M N aj U Q Q U O n.. U Z O a 0 Z Q U Z O E- Z O Z O H Q U v v ~ v c a A $ 0 U C u _ O ~ bq C,p .^ A u, :~ ."' ~ ~ C '~ p C O ~ ' ti q Q ~y O ~' v ~n C G y O ~' v y ': .~ e o~ a Q L '~ ~, .y ~ CQ U o .y c CQ U~ .y c Q ~ u ~~ ~~ ~ CU o ~ U W W U -~ ra ~ a w ~ ~ ~ ~ co ~ C .C u ~ ~ C '~ G ' f~ w ° R. w ' o O o ' ~ ~ b O ,~ ~ ,~ R o ~ .~ O v Y~ o P. ~ . O ' '~ ~ ~. ~ `~ v ~ ~ Q . N Q C O Ate.. C Ate.. ~ ~ . y ~, U ~ ~ ~ U' m y ~~ u A. u O. u R. u A. z a~ ~ ~ ~ Q ~ ~R °~ ~ ~ ^ ' H W ~- O .-, , ~ p; A v~ O v w_ C C a O v, O v' 6 u C5 '= u o ~ ~ ~ n ~ a ~. ~ a ° ,. ~ a ° . c ~ ~ ° ~ ° o w U ~, '-' a W ~ ~ ~ O ~ N z ~ o C p ~ [ y N~~'` v v 'U ~ C ~ 'cba z v v ,~ ~ ~ ~ C ~ ca 'O C ~ Q ~ v O '~ ~ .o CO ~ s ~ • ~ ~' 'd u cv p . ' ~, W ~ y ~ u N v u ~ C O ~ ~ b v ~ v bA q ti ~ v ~ ' 3 ~ ~ ~ ~ c~ ~, ~ v ' 'O c~ ~ ~ ~ ~ ~ -. c `~ .d0 a + N _ ~ o ' o O `" a o ~ ~ ~ ~ ~ n.. ~, ~ .~ on ~ p v a ~ z ~ ~ R. II ~ u ~ ~ ~ ~ ~ u C ~ C ~ ~ ~ Q ~ Q u O ~ ~ i ~ ~ ~ C ~ ~ :~ , `~ u ai C v ' v y ~ A. A O N C O ~ ~ L v Q ~, ,~ Y P. ~ cd `~ . ~ . v, s 7 C O G O u v v C ~ '~ ~ sa cn ~ ~ 'd m •~ Cp cd ~ O p ~ . u b '~ R. ~ .O C C ~ R. O R. bA .Y ~ ~ •~ 'O C ~ ~'+ ,~ ~ ,. w Q, o v x N o c~ a ~'' c a o B ~ ° o~ x Y A ~ ~~ O, C C C ~ b ~ D te ~ A ~ v H v w ' ~ ~ c O O ~ . .-d v ' ' ~ y ~ ~ ~ ~ ~ u~ D u ~ O 'U a . ~ w U L". N ' " b O v Y ~' v U b b c ski ,'~~, ~ v aJ ~ . C C ~ ~ y ~ C ~ .ti '0 y ~ ~N C~ ~" ~ ~ cV ~ O v ~ v ~ ,, Cq ai a i v >, c ~ cp v ~ ~ q ~ ~ ~ °' v a, ~ v y ~ a ~ p v ~ '~. ry V ~ N .~ ~ ~ O .~ O Od ~ ~ ~ ~ ~ .~ Cn x ski --~ ~ ~ y ~C ,A . OA ~ ~ y `~ ~ ti II. ~ O" >, .r L: w O ~ L7 p,, . ~ . °9 w ~ ~ w •A.~ v C [ . N z ~ ~ H O m o w n F H ~N W F cn a Q u u . v . .~ ~ . ~ rn U Q o! Q Z V_ F- v O d Z Q 0 z Q U W M N Q U O D_ U Z Z U Z H Z Z O H Q U b v v ~ ~ a A 0 V o n ~ ~ ; ~ ~ C •~ :° ~ ~ ~ o C . •~ ~ .O ~ ~ V .~ Q (~ .C ~? Q '*". ~ ~ W ~ ~ H N C .~ ~ ro [ v ~ r'-' w pin . o [ ~ ~ o ~ ~ ~ ~ O o ~ o ~ O O ~ Ri '~ ;~ ~ C ~ ~ U V ~ z ~ o ~ . ~ H v ~ U O ~ ~ H H ~ W . O W a' f~ A w ~.. ~ v o 0 ~ '~ v o o ~ ~. y ~, (7 a Fv~ ~Qw ~~ : O u W " z ~ ~ ~ v aJ N G GY. N C O rr O U ~ II. ~ p ~ cd 5 ~ ~.. .~ ~' C ~ ~ '~ ,ti ~ v 'D A '" ~ [ "' v, p w v cC ~" O CA ,~ ~ ~ ~ F-+ ~ ~ ~~ ~ ~ yr~ o . x w w v~ sv. ~ L ~ ~ O ~ ~ ~ v w ~ p O ~ O '~ ~ ~ p ,~', O p cC y C b ~ 'O , b y ~ C w ~ v~ O ~~~ w v .. a '~ ~ o ~ -C v 0 ~ v o g v .a `~ ~ ~, ~ ~ o. ~ ~ v ~ ~ o. -cs .a 0.1 :n n ~ ~ w ~ ° v ~ ao w n. , ~ ...C ~ H~ O v O O O 0.' ~ N ~ •., S1. O O C~ ["" v~~ O v ~ 'b x ~ X `ri.. o ~ ~ ~ ~ ~ cn ~ y av. . v r~`"j ~ ~ avi • O "" `a s. y ~ . Q~ ca C Y v ~ A. ~ C s. C O A ~ v '~ v u' "C A, w '" f A 'v ~" ~ ~ •-~ ~ ~ ~ W i ' p i; 0 '0 G7y v 4' '.d ~ b '~ O b , a`~, -O +~ ro ~ p TS c~ G a~ ~ ~~ ~ . . ,~ ~ .~ . . N L w^ ~ , y x ~ Gil ~ ~ pap R. ~ vii Q ~' cw3 ~ 7 ~ ~ ~ O ~ ~ '3 . C LYi O ~ F w ~ ~ 'S ~ H F 3 .[ ~ n. w J Q Z U O D_ Z W Q Z Q U w M N N U d K U O o.. U Z O D Z Q U Z O H Z O z O U H- -o v v v A ~ 0 U C •~~ ° ~ .~ ~' v v, ~.~ ' v v, ~ •~ o v •c 5 _ v .[ 5 ~~ i4 a~ W W .. v G; o '~ '~ '~ C Q v Q ~ w to o ~ o ~ ~ 'o ~ oa o~ ~ ,~ ~. . o O o ~. ~ ;~ ~ ~ '~ ~ ~ U ~ U ~ z ~, J~ . ~ . ~ ~ U O ~ ~ ~' ~' W °a W ~ a ~+., A ~,.. ~... A ~ °' ap ° o ~ ° o ~ ~~II o off' ~~ o off' ~ ~~ C7 z ~ H ~ ~" ~ 'u~" ~= ~' ¢ w . W ~ " z N pi ~ ~ C d C p O ~ b h 0 ~A C N v ~ _ p . .O v O H v o v ,-. v a ~ w v .~ L7 .~ ,~ v ~, u v v ~ ~ H ~ ~ ~ c~ ~ u ,~ ~ ~., ~, ~ .i~ ~. p., C ~-+ A L N A v O 'b ~ O C ' v N ~ ~ ~ C A '~ !O G' 'n O ~ ~ v ~ `~ u w ~ ~ A ~ N 'b ~ v ,~ v . O ~ u b O . ~ O ~ ~ ~ ~ W v . ~ .b A, u ~ ~ 'd v O -o b R. v ~ ' `~ ~ ~ ~ w vn-. ~ o ~ b j~ ~ v q N ~ O C a N v B ~ ~ "° O b ~ [ O ~ u GQ p v ~ ~ ~ t[,p ti u b vv, u b ~ a o ~ ~ ~ ~ ~' O ~ "O v ~ a O ~~ o ~ ~ w y C `qq ap u .d O ,.. ~ A. v O o0 Q M v .. c :~ O ~ ~ ~ s. ~ ~ CA u v v v C ~: ~ ~ ,.d C ~ w , O O s. ~ vUi `n y ~ v w N ~ ~ O ~ W O ~ '~ 4., _`a ~ ~ r ~ p ~ ~ OA II. ~ ~ +' ~" N VJ ~•-~ cn '" H ~ v ~ ~ N .a "D ' ~ v c. ,~ v Ry c 1 N b CJ ~ ' ~ n ~ a O 'O x P. N O ~ ~ ~ ~ O P~ O Fq "." c~ LL u v Q v ~ v W O 3 O .x cd ~, ~ ,[,", ~; A"' u G v c~ ~ i' C 'D O ~ ~ p .~C ~ ,,.k' ~ v C v O ~ N ~~ v~ W u1 U c~ O --i v L'" ~ C N //ih. ' v ~ v .~ y O v ~1 ' N ~ ~' N C ~ ~ ~ ~ y 72. a L." ~' ~ 5 a ~ ~ ~ ~ . .b .. ,. -a A n ~ u co ~ 5 o ~ h ~ o G o ~ ~ 6 . v N U Q W Q Z F V O K Z Q Z Q U w M N Q U O U Z F- O U z O z O z O F- Q U v a~ v v ~ a A 0 V ` ~, ~ ~ ~ .~ a :'n q C ~i. ~ 'i C .. O ~' O ,~' v ' ~ . ~' v ~~ ~ .O Ar U .C .y Q U C ~ ~ ~ ~ W r .U H O .~ ~ ~ ~ U d w w oCn o [ o ~ .o ~ ~ ~" ~ ~ ~ O o O Q ~ U' O ~' Ri ~ ~ U ~ z ~ °' ~ o ~ ~ ~ ~~ v v ~ v ~ O ~ v ~ a; ~ H W . O a ~' ca -~ v ~~ o ~ o ~ o o ~ .~ b ,~ ~ ~ ~ o C7 a . Fv~ . ~ w ~,Q O ¢ W ., z N ~ ~ ~ ;~ A. O ~ o . ~ v -n ~ ~ w ~ y ~ v ~ ~ w v ~ H v a~ o~~ v ~ ,, a~ C u ate. u R. C ~ y ~ a i v~ Q yam., `~ v ~cu. C v O ' ~ `~ D ~ ~" F" C O •A ~ . ~ R" ~ ~ Cr ` .+ ~ , o + ~ . ~ A^ q r -a o ~ q W ~ ro O u O ~ v .~ II. bA ~ ~ [ v b v „v, O p p N C [ O .~ -o a ~ CJJ "' v v ~ ~ ~ ~ ~ C ~ ~~ ~ ~ v ~ ~ O a y C ~ ~ ~ a w C O '~ v ~ ~ ~ ~ Q ~ s, ~ b O A, sv-i Q p O " O O ~ ~, bA v v ~ ~ .d C b CO v ~ .~ v v h O ~ N ~ ~ ~, v ~ a ~ ~ ~ ~ L ~ v ~ v °~ .C ~ ~ ~ .C ~ oo R i ' ~ ; D, s. ~ ~ N 'O ai ~ +~ p ~ O ~ o V 'O ~ L4 '~ ~ v~ v y ~ ~ '° ~" ~ p C u ~ ~ `° ~ ~+ u ~ `n cn ~ ,. cis ~ ~ ~ ~ v pa v ~? Q" ~ ~ " v u ` v ~ [ Q ~ ~ °" C ~ ~ v ~ ~ ~ ~ , v, e G . ~ c p ~ ~ C ° v W p ~ o q ~ v ~ . Y ~ o ~ ~ ~ n.. ~ v ~ o ^ ~ ~ ~ ~° a ~~ o , ~ ~ , '~ v v p v ~ Q L'~ W "~" O a ~ ' Cp v v GA ~ (J 'b ~ .~ N N ~ a~i bA O O CO 'b ~ '.' ~ '-' w 'U v B W ~ ~ ~ 0.0 ~ ~ O ~ ~ '`-' ~ " ~" A ¢" ~ ~ ~ >' C u' 'a0i ~ p ~ in [il L'-~ (~ ~l . [ C , ~ '~ w v .' c c c: .s--i w y L~ L v O ., ~ ~ H L~ ~ II w V ~ ~ 0.~ --~ (V M , „ 6~ ca ~"q . , . w z U O Z Q Z Q U w M N N U Q U Z F- U Z O ~- z O Z O F- Q U b v v v A ~ a U ~~ O ~ O ~ rn a v .O L' v ~ 0 • ~ ~ U ~ ' ~ ~ ~ ~ Q G'7 /-~ ~J W W H r~ ° '~ -~ a d w ~ ° ~ •p 0 o a. ~~ n o . n. ~ ~ a ~ ~ ~ C7 ~ `~ z v G A. v p., Q v ~ ~ rs! v H W O , O ~" ~ A A z ¢ ~ v ~-~ ~ o ° c7 • y ~ ~ > a ~ ~ ~ o o ~ C7 a Eh cn w ~ a w O ~ W F , .. z N ~ v a' w v ~ v, ~ ' v .~ z o ~ w v ~ p y .~ ~ ~ v .o . o v ~~ .o o ~ ~r~ V u N~ ~ ~ C, 5 II. ~ ,Y y O N v ^ v ~ ' H ' u y b p ~ O M _ .~ y ca ~ b v .-d iv- Cq . [ w v C bA ~ Cq v ~ Fi, ~ O 5 ~ ~ ~~ 'b °' ~ ~ '~ .~ ,~ c ~ ro ..~ ~ o 0 0~ ~, o v v ;.d ~, c O ,~ ~ q v y ~ 'LJ ~' N M vi ~+ `~ ~ ~ ~ U ~ ~ O c~ R, [ CO ~ O ~ v v 41 >~ '~ ~ s . A. ^ ca ~ II v ~ ~ ~ ~ ~ ~ v v v ~ O ~ ~ r o v o o ~ ~ ~ 5 o o _ rz v v ~ w :y ' d ~. ~ ~ ~ LL ~ ~ ~ ~ Q ~ ~ w ,~ R. ~ ~ ~ C-0 ~ ;; a i C ~ p ~ C.p bA . °; ~ a: v C!) ~ ~ ~ "' b A ~ ~ 7 ~ v v ' ~ ~ ~ v p A. ~ ~ O v ~+-~ ~ ,ca., " L L C ~ v ~ p p ~ ,~ ~ ,,~? L.y, ~ ,~ ~ i w ~. v ,p ~ 'O 'b av., p ~ ~ «t °~ v i. v .~ i ~ 7 ~ v O vvi ~O ^ w -d ~ «t cat p ~ ~. ~ 'd Q ~ o ~ o ~ O ~ w D. f1. v '~ ~ ~ 7 C ~ ~ ~ ~+ 'O ~ r w o ~ s v v ~ ~ ~ O ~, ~ p . . ~ ~ "~ p vJ ~ ~ 'L ~ ~ '" ~ i , F! ~ ca ~ v v ~ v y ~O ; ~ O F w '~ ~ b v .-C is [~ 11..a ~ "C7 v ~ ~ '~ ..C ~ ~' Q' A ~ .,07 u Gn .~ v ~ \ O O O o r ~ ~ ~ ~ N ~ 5 v ~ a o ~ ~ ~ ~ °' ~. ~ ~ ~ v' x x ~~ y =o ~ o ~ ~' ~ ~ a~ ' a a ~' ~ p •no o cr 'ti ~~ o ~ ' o f:' a v y ~ -o a =~ v ao ' v v:. v ~ ~ ~ ~ ~ W co iii 0 o C. al - x W ~" ~ .-. .~ ~ ~-+ v w p- ~ `` ~ ~ w Q ~ Q ~ ~ v L ~ ~3 ~" v ~'' a c ~ M N U Q o_ F- U 0 Q' lL U a U z 0 F- Z O Z 0 I- Q U v v ~ v ~ a A ~ 0 V ~ ~ c~ ~ ~ [ ~ . [ C ~L'...fl ~ O ~, ~ ~ O .~ b 0 Q ~ Q ca ~ C ~' ~-' ~ ~ ;~ W w v o '~ •~ [ U Q' ~ w w bA ,, ., O [ O ~ ~ .0 ~ ~ ~ y G ~ O ,~ ~ C7 0 ~i '.^1 . •,~ ~ u v ~ ¢, a. F n v ~ v , ' ~ ~ ~ U O ~ W a "'' O a A w ON w N ~ ~ ~~ oo~ .oo~ a H~ a w ~~w C7 Q W ~ z N O ,~ N ^v -`~ v ~, u u u c~ ' v ~ C z ~' .o o ~ - ~ w s v ° ~ y Q ~ ~, ~; ~, ~ ~ p ~ ~ oo~ ~ v v A. ~. ~ N f„y (~ ~ w 'tJ ~ v ' C L~ ~ O OVA ~ W 'O ,\ ~ v cd d ~ ~ ~ ,~ v C ~ ~ '~ ~ v ~ ,C w ~ b W M y v 5 ~ ~ v ~, B ~~,, -cs v -a ~ o ~. ~ • O '3 ~ ~ am ~ r" M M ~ ~ u '~' ~ ~ . ~' y . ~ ~ ~ o O O ~, ~ ~ v ~ ~ a, ~ "~ p a, W ~ ~ ~ v a ~ o ~ ~, [ ~ . ~ ~ ~ ~ ~ ~ ~ ' ~ ~ ~ d v ~ ~ o. o , ~. v o ~ ~' 0 ~ 0 . ~ ~ :~ ~ • 5 a Y ~ n. . ~ ~ ~ ~ ~ G ' ° ~ n. ~ o ro° . o .~ v ~ v a .~ ~ ~ ~ ~ ~ o ~ ~ o ~ ~ .~ ~ r~ H c2 0 ~ ° v a ~~ v v ~ ~~° ~ ~ ~ o a ~~ v >p v O ~~~ 0 0 O~ p '~' '" C ~.' ~ `'"' v R. O O v ~ x x p O v U p~ VJ ~ ~~ v w O. ~ O ~"~ R, A c~ F~a.~N ~ ~ ~ F~~n,~, N N U Q Q U O U Z d U Z O F- z O Z O Q U F= v v (3 Q. A ~ 0 U O A V '~ ' ~, ~ ~ ~ C ~~ o cC U ~ A y 4t N 0 .~ Q eu a .4 •~ ~~11 0 ,~ ~ :~ C7 z v v ~ . ~ W o ~ o x A a a ~ ~~ ~~ c~ ~~ C7 a F ~n W O " z N 0 r /~ z 0 H ~ ' W ~ + sL P v b C '~ H r+ :~ v D N •~ pe N o n °~ ~n N i u, U Q w J Q Z LL I ~"' U W Z W Q 0 Z Q U w M N 'lv~ ~^ v n ~~ aQ W n n c m P'f fD H :: - . _ ._. ., ~, k' ,~ '~ _- ~ , ~ • , ,yC ~~ ( t ~. ~ . ", ..,. ..._ ~ 1 i ,~. ~ ,~ , , ~. • , R. ,.~ ._._ ."~ ~ xr . u i ~ ~ -- ~ ~,t, Y - .:-ter wt. - ~'~ ~' W' '~ NI~1 ` _ ~ ~ p1~1 ya 1 N ~ ~ W r D ~ m ZZc~i~ ? ? ~ ~ Z Z ~ r ~ ~ ~ ~ nDD O~Z ~ ~~„ 3~p Z i ~p~i.. ~~~~~ 3_D d ~ -n< ~ ~ ~ m _ . Z OOC ~ Z Z m I ~vJ ^ a ~~ n n r, c [D ~~ m _~ O -s r D Z Z_ Z D '~ -o r n ~_ O Z N W m D G1 ~o D Z v m Z m v rn v- N O O O O m n Z D r D m Z ~ m C D ~ ~ ~ m m m m~ Z m ~~v~iv~i7o~G~m Z m m m m~ m~ m r(Dj~~~~~~--{~ m m< m m< c 0 0 O vii < < - m m cZn cZn r r O ~ C ~ ~ ~ ~,=DO~ Z ~ ~ ~ GI~mD~ m~~~~ ~~~0~ -I T r ~ ~ ~ m m ~'czi~Zmm - cn r r T r T O r O O~ O~ Z Z ~' 2Q D ~ < < m m r r C r Z ~ ~ m ~ ~ n X X ~ -v ~ ~ ~ r 7o n ~ ~ ~ ~ Z r~ C N Z Z~ n G~Z~G~~ ~ ~~G~~ O~~~O Z~ ,~ mn~C~ CCI~ Z Gym ZDZZD`!'DD =~OnO ~mG~GIZmZZ~~~n~~ m ~ ~ ~ ~ ~ ~ ~ 70 ~ -i m ~_ m m~~~~~~c~_nm~~~0,~ rZZZcnZcncn~--~Zcn r rn N N N N N N N N N E -~ ~ -~ -~ ~~~ ~~ 0 0 0 O O 0 0 0 0 0 0 ~ X 00 ~ 07 U~ ~ W N -~ O C~ 00 ~I d7 U1 -P W N ~ O O 00 ~ 07 CJ~ -A W W N ~ O CQ ~ ~ N ~ Z 'emu.,.. .~ D O Z m Z ~_~~ _~ D v ~~ o~ n n ~~ o' r Z Z Z C1 '~ r n ~_ O Z N W m D ~o D Z v m Z C m D r rr7 ~ ~ X y ~ 3 Z ~~a•~.. ., ~ ~ ° ~ o ao ^- v o D CD O m D r r ~_ m -v Z ~ ~ ~_ ~ ~. O ~' ~ ~ ~ ~ v ~ n ~ ~ o m ~ ~~ m ~° o v ~' t ~ X ~~ o ~ m ~ O CD O ~ D o ~ ~ v CD m ~ ~ m v ' v ~ ~. ~ o ~ ~ ~ ~ ~ ~ ~ ~ CD r+ ~ ~ ~ ~ ~ ~ ~ ~ CD ~ _~ _ n ~ ~ ~ ~ `° m ~ ~ ~ m CD n' O O CD ~ ~ O CD ~' ~ N 0 ~ O O CD CO o ~ C° < ~ 1 `~ cu ~ can ~ v o ~ 9 ~ ° ~ ~ ~ _ m _ c~ ~ ~ ~ ~ ~~Q~.~~ ~ ~ < o o c Q n' ~ -~ m ~ CD ~ ~ ~. ~ m ~ ~ ~ fl ~ o y Q o G ~ ~ cn O o ~ ~ (A v ~, O v v m ~ ~ ~ v ~ ~ ~' o ~ ~ ~~ ~ ~ fl ~ c~ o O ° c ~ m ~ ~ CD ~ -°~ ~ ~ o ~ ~ ~ ~ CD ~ ~ ~ ~ ~p v CD C7 C O ~ ~ ~ ~ ~ CD CD ~ C7 - O ~ ~ CD cC O n ~ ~ ~ ~ ~ ~ o ~ Q ~ ~ o CD ~_ CD ~ ~ ~ ~ cD cD ~ cn ~ ~ ~ CD GATEWAY BLVD ~ s ~ ~ m D ~ __ ~ ~ ~ ~ ~ Q cp ~ ~ O ~ ~ ~ ~ ~ ~ m cn Q ~, ~ m ~ ~ v Q ~ cu ~ ~. ~ 3 j ~ D X ~ ~ v~ ~ ~ (,7 ~ ~ ~ o ~ ~ ~ Q. O ,~ ~ O D ~ ~ m a. ~ CD ~. ~ Q o ~ > D = ~ m ~. v O ~ Q ...~. o CD ~ ~ Q. vOi ~ ~ ~ ~ O ~ c~ ~ o cD , s s ~ c =~ ~ o v ~- ~ ~ ~ ~ ~ c~ ~ Q ~. v ~. n O S -- ? 3 ~ ~ _ 3 ~' ~ O O _~ ~ ~ o ~ C ~ O CD ~ ~ ~ ~ O ~ ~ CD cn ~ ~ CD ~ ~ ~ ~ O ~ O ~ ~ (n iU ~ TI ~ ~ n - CD O ~ CD CD ~ m Q ,_,~, ~ ~ ~ ~ O ~_ O 0 C 2 n Z z n n O C1 D o°o 0 N w D 70 D z v m Z C m `. ~~ cqT p` F~~r /`~ ~~ ~O`~-, 0 m n v rn n '~ I Z N ~' D ~' ~ ~ ~ m -o ~ ~ rn ~ -~ n ~ ~ Oa - o~~~ v ~• a ~ < ~ ~ m D o ~ ~ o _° ~ ~ O T e~ ~ ~ ~• ~ ~ ova w N O (D ~ ~ ~ N ~ ~- ~ ~ ~ ~ ~ ~ ~ ~ ~ w ~ ~ ~ ~ ~ `~ ~ ~ ~ a N ~ 0 ~ ~ ~ O o' rn ~ ~ ~ ~ ~' = c O ~ ~ a rt n rn ~ ~„ ~ _..~ ~ ~ ~ - N O O ~ Q? 0•Q ~ ~ 'p ~_ psi ~ S D ~ ~ (D fD Z a ~ ~ ~ Z N O < ~ ~ ~ o o' °_ n ~ ~ ~, ~ ~- N ~ ~ - fD r ~ ~"' m n ~ ~ ~' T = e-t ~ N "1 w n ,~ Z ~• w ~ O ~ ~ N W m N G1 ~o D Z v m Z C m r rn N X y ., ~, o N O O 00 ~^ ~~ ~~ ~~ ~~ ~• o ~ ~ ~~ ,, 7v a N• ~ ~ fD m ~ ?~ - rn m• ~ ~ n ~ w <_• ~ ~ ~ n vi S - ~ O cn • ~; ~ ~ o ~ ~ ~ ~ m O -• ~ N O a, oa n, n ~ ~ ~ (D ~ O ~ ~• ~ ~ ~O ~ Oro ~ O ~• ~ 4 ~ ~; ~ ~ ~ ~ ~ a O ~ ~ ~ rn ~ ~ O r..,. - 117 ~ ~ ~ ~ C ~• rn ~ ~ O ~ ~ X C ~ (~D ~ ~ Z fD ~. ~ cn c O m~ ~~~~ T ~ N a~~ ~ ~~ ~a~aa ~ ~ ao ~a ~ ~ ~'< ~ ~ O ~ ~ O w ~ ~ ~ ~ W ~ ~ w gin' fD ~ ~ ~ O -+, O fD r.i ~ fD n n ~ ~ ~' ~ N N ~ ~ ~ O ~ o ~ ~ ~,• ~ ? ~ ~ ~ w O~q ~ ~ ~ ~ [D (D ~- ~ Q- ~ rr ~ ~ cn n ~ O ~ ~ ~ m ~ rn o• m ~ ~ ~ ~ ~ O ~ a a ~. N ~ ~ ~ ~ ~• ~ = O ~ va N S _ Q' w - _ p~q ~ ~- ~' ~ N ~ ~ ° ~ ~ O ~ G~ ~ ~ ~ _ ~ ~ ~ (D S ~ d ~ ~ ~ ~ f~D N N ~ N ~ ~ ~ ~ ~ --t, ~ O w w ~ d ~ °o o m D~ c~ '~ o~ u D a s ~ ~' ~ ~ ~ ~ O = ~ ~ c • ~ N • ~ [D - D ~ ~• ~ ~ ? rn m ~ ~ ~^ N ~ ~ = ~ < O ~ ~ X ~ ~ O `~ rn ~ ~ O ~ ~ v, c~ ~' ~ ~ O n m ~, ~ ~ ~ ~ O -• ~ ~ o a ~ a ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ 2 ~ ~ ~ ~* ~ • O • ~ O ~ (p 0~A ~ ~ ~ ~ ~~ 0 s ~'I in• O O n _~• O v rn Z 0 Z n m ~~ ~. ~ ~~ :~~ ~I ~.. O N /C~ _~ D ~ ~ ~ m ~ C ~' oa ~ _W n Z ,~.-' m r~ N '~ n ~ ~ ~ O O _~ T T ~ O ~ ~ m z 0 m --I ~ D Z Z ~ _Z r ^Z^ ~ Yl ~ D ~ ~ Z ~ O r ~ n ~ ~ _ m O~"~ Z N W m D ~G1 D Z v m Z m r- x m D ^~ ~ , m N O O 7J o y w . ~_ . ~ '~ wy` ~:ti„~ti . r~..3._ 9 1 ! t ~ • ~. •f i~ ~ r " 1 .- .- J ~ , . ~_ ~:~ ~~ c . •;~ .. ~, ~~ ~ r. ~~ ~~~ ~~ O~ O. ~. Z~ Ll . Z C oc 2 `n ~~ m ~ ~~~ r.. ~ r~ _~ !~, - ' ~` y- `' ~',~ ~_ ~~ .~~~ "~~ ~• ~ 1. ,~` ~ ~~ ~ ~~ ~. _~ ~ `~~~~ 4 ~ ~ ~ "~' ~.. ~ ~a ~~ rt m Z rn O O /C~ _~ v ~- x ~ y .~ ~~~~.~.: ~ Z ., N C O ~ ~ o D m Z C1 -~ m 2 O O N yR ego RR _g QMa~~~;o~~}S°"; ;,~ m ~A ~ ;; ~, -~ ~~ Rh 9 :h ~3¢4nS ie^~l°g~ U sP Lam" °3 ~ ¢~ ~Q 9~ ~ ~ ~ ~~ ~~ ~ ~ ~K_ e$ " ~~ $ x0 g o ~ad~ 9v v ~~ I lr/~Gi/'4i `~ 0'Q ~ _ m9" `~8~~ a "a~u 9~ ~~ ~\ ~~~ ~~~ ~' ~ ,.ti, .~ ~~ ~ . cc vi ~ ~~ I ~ ~I. V I I I ~lil ~ I i II ~ gill ~ II I j' I I I - ~~ II 1IIi I I ~ ~I li I 1 s zs " " yi 9%i s / /i~~ ~.. ''1 c ~ P. ~ 1 I w e ~ ~ ~ a a u P >~ ~ / /~ ~;is¢ 1 -, ~' ~' I I ~ ~ I I I li -Z 5 x\~. ~ 3 ' a 8 ~ 3 P y j' / ~ ~ ,~ ;,~.. i ~~f ~ 'T ~ I I I I I ~- ai;, Q °'y's k 3 ~ _ g ~ ~ - '% .*,~ / ~ / y,~'•Y` `2" ~ I I ~ I > ~ I I I I ~ ~m ~ ;)°' ~ ~€. - o ~" - vyyy'//, ~ '~~ % ~ ~ g ~~~t1., l~ i ~ \ ~ /~~si ;III ICI II~` ~ i i' II ~I II ~~~ ~~~ ~ "~ ~~~~~ ~ ~ ~~ ~~ ~ ~ ~ ~ II ~ ~ °+t *~_~~&~ '" iy>/ ~ ~~--//' ~' , i , x '~~ f ~y~ ,g IVY ~ ~ ~ I ~ I I°I I / ~~ i / ii ~ i I 1 - '~ 4 l - ~ %i m ~~ i //~~ -~ s~ a g I ~. ~ ~~, m 1 I I 1 I i r~ ~~/~ ~' i ~~ ~ ~ ° ~ - - - - - - - I ~~~ R 1 ~ I /s s 9 N ,.._ ~ ~e ~ or '~~ - -- - 9-u ~ ~ ;m~, ' ~ ~ ° ~ I - I ~ , ~ ~ Ir ~ " ~ ~ ~ ~' ~ ~ I~ ~ II I I ~~ ~ _ . ~~~ , ~ s~. ~ ~- ~ 8 I ~~ ~ ~ i ~~~~ ~L~- ~ s~ '~ I '~' wF ~ I ~, ; ~I m~ ~ ° = ~~~ ~ ~ ~~~, ~., I P , r ~ Il ICI ~~~ ~ - ~ "~ ~~ ~ ~ ~ I i I I ~ ! ~.~~.. I .~ I - ~ I ~ _ ~ ~ ~~ ~ i I ~ a i., r ~ ~ i ~~,~~ ~ ~ ~ ~ '~ I ~~ I I^i D - I I ~ ~ _ "-~ 0 ~~ ,~ ~~c~x a*a 11 ~ I I m ..~,~", I I I I I ~ a : a~ u ~ ~ ~~ ~;. ~ I 4 I a ° u u ~5 a, `i I ~~ ~ ~ '~ ~~ ~01 ~ ~ ~ ~ I I ass a+ __ I I + s ,e E ~ P~ ~~ Z ~° _ - I ~ ~ ~ I~ ._. __ g _ ~ _ I > D - ~ --I- - -~ ~ a °~ ~„~f ~~F ,~ Kam, 'II I ~ wrt....~` I er cc ~~~ I I I III ~ i,o~ s a 4 =gNa~ ~=~~ $~~ I I" i ~~ f ~~ ~ i! ~~~nm ~_J ~~ „ ~ ` w, (') ~ a ~ : ~ s P e E ~ ~ ~ ^ ° n i o ii ~ I _ ~ »~~°s4 ~y ~o.K~~ `-_~ j I I _ ! I I D m~ S m ~ I m s s ~I~ ~ a - r r ! I I ~ ~ ~ f i' - -- ~ ~ ~ ~ r ~- i ! I ~~ ! ~ Ir I~ z s o I o r' o --- ~. r +! Ir o m~-.gym ~>zr~~~~~~ o ;~ ~I~ ~ ~- ~ i ~gl ICI I ~ I~I I~ I I I iI°!, rr _~ ;', ~ ,,rll~ Z ~ ~ Q ~ ~ ~ ~ ~ _ ~ ~ 6 8 ~ I~:o II i a~ ~ m ~ C-~ _ ~~ r ~ r~ r ~ ~ 1 1 ~ ~ ' ,~ ~ ~ ~ ~ ~ $ ~ t o ~; ' I iii I c~' ~.-- ~ ~ ~ rr ~ ~ r~ i rr rr N ~ ~ ° a ~ I ~~ f p m EI i~ _ ~ ~ r ~ ~~ ~ r ~ r°=r ~ .I I ~ ~ v ~ ~ i ,_, r r ~r;r W ~ (,k ~ ffi ii I \ ~ j ~~ ~4 \~~,~._:~~6~ r r /frr®~ ftlip/0 P r- r r r III ~ 4~ a~~w ~„ ~ ~ ~ I.; ~ i / i i rr ~ r m ~ I z~.F ~, ~ ~ r„ r r/ I a n n ~ ~ ~" p ~ ~ y ~ P ` '/ ~C / ' '/ .,l/~ i ~ ~' ~ ," / /mar z~ Q R Y b I I I rx \//7 , ~ c 4 8 Z ~/// I 21 1 ~A U~ \ ~ / / / e I ~I ~ '~~ ~ w~ / / m I e ~ ~ ~ A R ° f - = o I I ,a, p~~1`d~u' q`° a ~ o~ ,,,/// ~ f"~%~ 4 ~ ii, / // / ~ ~' _ _ I I i ~ i / % ~ /i ~ i I I ~ ~ I ' ~ ~~ ~~ ~~e. ~>~ s~i / , ~ ~ ~~ ~ / iii ~ 1 ~~ / / ~ / a " i i /~ ~ ~ cf ~ ~ I A a -a /~ i <~ ~, ~ ~~ ~ { i ~ x ~,~ / / j ~ ,. / / / / / ° ~ ~ ~~~ ~ ~ n ~ r ~ ~ ~~,r~e " ~~~.s '~ s~~ of Na _ ~~ .~, 2^e~: ~~: ~Y°: a o0 0~o m m -as 'a`;~;gos :Q~R~ ° ~ ~ € e ` o _ $$n a e R ,a~ ~g ~ ~#a~ a"~g ao~a -s 4 ~ ~ _ ~~~:~_ $9ua'as s n ~ u 3~2 ~ Y - a ~x7 u ~ ~ ~° ~ o ~ R p~8ga ~°: 4q~9~ B ~ F~ -- ~~P ~" 3r=ai~Fm~°~o "° 3a ~ ~e.a ~: "'f: 9~?'i ~ ~8 ~ ~ s n~~ ~ r-pYS: 3w_go4 Ifl oon~ ~` ~ :~ °~ - e; ~- 33 ~x_ a:a ° - 4 _ ~ E $ aj s- e 8 n P"l,.~' 6^ 4 I I __ ~~~ ~ z"s' K 4 S ~ 3 ~ 9 '~; Q$ 4 Sx^N - 4~ qR 3 =YF"F =3rr ~ II ''" €3 &~~a ~ ~ ~ ~ ' ".9'?~ RSn o33 ; e 3~G`-~R3"R' °:o~°~ ° L.1 S~w ~ ~~ ~°3 9 ~~ ~ U~ g,°'.3B '-~ .~~° ~ ~ v o~ uoRa<=~S ~^5"; R v o~Q = m m ~ ~e-b: ~_: op K• ~ 8 ^o ~,RRSr"o Q~~p _ a:'. _ A ~, _'~ ~' n ~ e 3R=Y 93: "3; ° ~ 9~ ,a°~~n~S ~~, 7 _" tit ^~S $~ v - 3 ,e~§ .= x=s ~ B 2 ag'ri :. '° D V ~Jo " _ R s c m&9 _z" it s 3~ 'F_Soo•~ 9d$: ' n~ u&° o. R~3 ~U3 n~" yam. ~ v3 ym3 r" T •~c•"o: °2~ ~ I - 8 m uR ~ N -v X Y ;~ 3 ., ~ N O O C ,_, ~ O D CvJ ~^ c°~ D nT J n c m f7 0• H r D Z Z z r n ~_ O Z N W m D ~~o D Z v m C m c ~ O ~• ~ P~ 0• ~ ~ r ~• ~ a °- 0 T~ ~~ V ~ ~ ~_ O~ < Cl ~_ ~. x ~ y ~~ .~ N O ~7 O 00 .--. ~ D 0 ~ ~' ~' r- ~ ~ ~? Y ~ - O t: -J ° .: ~- ~ ~~ c~ ~~~ ~: .~~ ~ Fes[..-_ ~,.L` i i~ I~ i 4 .-'"~ 1,. . ~~ < .:M- -~ g ~ ~ .~w 1~~ ~ ~4.f g.. .~ p. E . N N ~~ ~ (D fD = ~ m w a 0 ~ ~_ a 0 r~ ~ a ~ ~ ~ '~ ~ n a ~ ~ ~ ~~~~~~i _~E ~. .,;, , ^. r ., '~.~=}~, .A ,, ~, ...~_:.. ~\ ~~ ~. ~ _ , ., ~_-.~~ ~' ~ ~~ _~ ~ ~~~1 ._ .s rn D Z '~ /~~ _. v ~~ oa n n C 5' r7 O~ N r Z Z Z G1 ^r ~_ O Z N w m D N "'+ L1 Z v m C m ~~ -~ ~, D D ~ y ,~, a- - ~ n ~ a ~ ~ n ~ 0~4 ~ p~i _d f~D ~ ~ x• ~ o~ o ~ n. ~ ~, w ~ ~ o (p ~ r+ T ~ a ~~ ~' ~ m N `^ ~+ a vii n v' O c r" ~ ~ c„ ~ 0 0~ ~ ~ ~ n' c ~ O ~ r, N O ~, - ~ ~~ ~ o ~~~~ `~°~ ~ ~ ° ~ ~ N N ~ _ oa ~ ~ p ~ ~ ~ ~ N ~ t" r ~ ~ a~i r~ ~ N w ~ v ~ ~ ~ ru T W a ~ ~ ~ a ~ ~ ~ ~ ~ n ~ ~ c ~ n. a ~ ~ o fD ~ ~ G~ ~ ° o ~ ~ <. Q' ~ p' ~ ~, m o ~ ~ r ~ ~ ~ ~ ~ ~ T ~ ~ ~ D ~~ ~ v ~ o a o ~ _ ~ ~ n • o ~ ~ ~ ~ d. ~ d `O ~- a o ~ ~ ~ ~ ~^ O n ~ w ~ - - ~, ~ ~ w N 'n d c ~- ~ pq. ~, ~ c n [D to ~ - ~ f~D ~ (~D ~ ~ c ~ ~ ~ ~ ~ ~ Q 0 ~~ n N a w v O o~ a 3 a oq m 3 3 D r- ~ c r~ ' D ~ ~ X ~ y .~ N z ~~ N N O 0~0 /"7` ~ `-' °• D o a A __ -z' e'~ H a n .a ~~ fD a n 0 m O C a a n O >y a ~~~ ~~>T n n n ~ ~ ~ ~ ~ ~ ~ cn ~' Z ~ c~ ~ ~'Q ~' c~ C ~• x x x x ~• N O f~D z OQ fD 3 3~ C D C C ~ ~ a a fD fD ~ ~ f1 ~a ~ c Z ~• ~ C ~_' ~~ ~ ~ ~~ ~ 'C fD c~ 3 a C D O -+, n ~- QQ fD S w d H n w fD N a n A~ rn a T 0 v n 0 0 ~ 00 °o 0 0 ~ ~ T T w \ ~' o ~ ~ 00 O can G~ can T (n T T II II II N Cn O N ~ ~ v -~ ~ w a a~ ~ ~ m N ~ ~ u .o N In N n (D N N o~ cn n (n n' rn a 0 TI 0 (D n S W a fD fD R~ `i N w H W n fD 0 0 0 O ~ ~ ~ NO ~ C1-i O (~ 70 0 rn ~ ~ ~ ~ o r* ~ ~ ~ ~ O O ~ O ~ ~ ~ ~ 3 ~ ~ N ~ n m ° ~ ~ ~ ~ ~ = fD ~+ a ~' ~ ~ r ~ ~ ~ c a ~ ~ ~• -p ~ P~ ~ ~ ~ ~ ~ X ~ ~ ~ X o ~ ~, w 3 c O -~ O O~ m r sv a n -v rn ~~ 0 a. rn a 3 3 v~ '~' o (~ ~ O O O O O\ .'" v' N rn m ~ ~ ~ O O ~ ~ ~ O ~ n ~ ~ ~ ~ ~ N ~ sv ~ N p~ ~ ~ O U~ O O ~ ~, m ~ ~ ~ ~' n ~ m ~ ~ ~ ~ 0 0 0 ~° 0 0 < < ~ a a ~ ~ ~ a a o- a D a ~' in' sv a N ~. N n~ m D 3 ~• w <~ m a c ~' N N n~ m 0 ~~ n n sv rn a a c N a~' r-r n' A~ m a a c a' r'i n' C z~ f Da -°v fD a N O Z Z D Z `v/ ~. i ._ n ~_ 0'Q W n n c -~ ~• O• H r D Z _Z Z D r n ~_ O Z N W m D N "~ D Z v m Z C m ~, N O O O V ~I 0 N O~ w Z VIVITT-~(/~~V1 n O T~ n.~ cp ~ lD `~ ~Td~ C W~~ O p T T Y O ~ ~ O p 'U ~ ~ w _~ N O~ -- - -~OwwNNtrC1 O O~ 00 w w ~O w nnn~~~n F~ P~ P~ W W A~ P~ ~ ~ ~ ~ ~~ T ~ ~ ~ Zm~ v~-TO ~~ ~~ - O o O O ~ a O o ~ ~ ~•~ < rt ~* ~ -• n ~ O ~~~~T~~ppo ~ wvf ~~ ~ to ~ O N ~ ~ ~ T-~ TT~O O T~dfND Na ~ a T O p TO O O TTa '~ 0 T ~ w ~ O p O ~ 0 ~ 00 00 ~ a ~~• ~ w p ~ D ~ wNw ~''~wNw~~ N _ ~ w w N~ N -~00- ~ OO ^ TI ~ - O~~N~~(J-i0~~0~~0 O W D W ~ ~O ~N N^ N O~ V~ ~ n ~ O ~ c n ~ lD ~ ~ n •• o ~ ~w a, a O ~ - V ~^ o ~ N n~ V c < N ~ N w - N m ,..r ~~ ~D ~~ n. a? O ~ w o~ w ~O N l!'t m D Z v c r v rn r D Z v D ~~ n n r, c ~~ m O~ '~ r a z z z c~ D r n ~_ O Z N W m ~0 D v m C m ~, Q- N O O O u FAR eFS ~ e~~~F~ ~~k L'S'D ~ - ~ ~ ~ <~ ~ ~v ~. i ~' ~ ~ _~_ 1~ `e ~ / ~ </' ~' % ~~~ ;' , _~ ~ ~<~~ ,. i ~ \ `• '.i • . . z ~~ _ ` ~ ~_ • _ ~ ~ ~ __~ \ ~ •• ~ , "'~-_ ~\ ` __ _, a / ~~ . D r- m x Y •~ 0 ~' c~ 0 :a ~ ~ ~~~~ ~ ~a ~ N c° ~ ~' o m ~ c ~ ~ ..~ n ~ c ~ o ~ ~ ~• ~ ~• m G1 Z v ~ ~ ~ ~ ~ ~ ~~ C r D O Z D Z ~~ z ~ , ~ ~ , _ D ~ r~ < ~ ~~n •e f 1. P9 y g p ~+ P~ iRw~razl. ti+-.. p ~ 5 g< < ? ~ { 4Y~~'#~ ~~~akR5; ~V I CE 1S~31t ~ ,- ~ ~ Zs ~ m 9 _ 8 v n ~ ~ € ~ f ' ~ 3 A S _ i ~~~ ~ ~ ~//'/ / ~ . r / 9 `~ ~~ I ~ ~~.. ~ ~/". /yam rM~°ME'~TW _ J ~E/ n ~ o ~ 1 i -~ b D fD ~,,, ~ ~_ ~-. ~ .: y ~ f -~ ~,. ~~ .: ~ ~~- o~ ~' ~. ~' a ~`~,, .o e \ ~, 1 \ ~~.,. , ~ i ~ ``tilt - ~ ~``~~~` , _._....., ~ P ~: ~ `''° ~ `~ ;. n ~ ~~ ~~~ Z `,~ ~i 'i ~ g ~ ti `~~ '~ ~ ~. ~ z b ~~ ~ ~, z ~ % ~ l,Zr~ ~ = ~''1 ~ ~ ~~ j 00,:1 ~~' ,~ ~. ~~ ~, O ~ - ~ ~ ~~ ~ ~~ z III ~ ^ Q \ \ ~ ~+ 1 ' it I } I I. o ~ p o~ ~ w ~ \ _ d ~ ~~ r°°v~;t ~ `~ ~ ~~f ~~ N `fir ~ '\ W I ~ o 4 ~ ~. ~, / ~ I ° ~ spa ~ ~ ~~ ~~~~~ ;~•~ ~~ ~~ V ~~ ,. , \_ , ,_ ~ a ~~ ~ /.. is ~ ~ o i' ~ ~ ~ i~ i ' / ~7 ~ ~ 1+ '~ ~t < JI m ~. > o • „> . ~ ~ ~- ~' a ~ ~ ' i „~ ~ ' ~~ ,_, ® ~~ \ , C Lr ~ \~ `\ + ~ -u bo.uo~.~'~-J `' ~'\~., ~•~~~ / / ,'P~* ~O'?~,"~cfTw Tic ~1 ~.~~~.. fD L .I W ~i 0 S .\ - . t ~ .. ~ ~ - ctn~~LC~ s 41 \ / I ~/ M° a m 1 ~ '\ Mora ~/ eo.oo• !~ d q°3 ~ `~4~_ cam: .~ - ~~./ .~ q„~% 44c~zia~C~~.~.~J 3 ) ~ / /rf \ ~ ~ ~ (' 3 3~RN / lj ~3''~~'T/~JC OJT j, O'~"°~. ~/f S 1 ~/ff O Po~°• B• / / / ~~ C -~ ~ : ~m~~ t~ , Z ~ ° ~ ~ g ®o~.. ~ m m z °< ~ ~~~1 ~ _ < ~, ~ g _ ~ z ~ s . I I I II ; ~ ~ ~ ~ ~ D m m ~ ` ~ ~ ~0 30 ., I II I e ry° ~ ~ n n z m _ `~ °<m < _ .py3, t.~ R R c K O C n o ~. S v n 7g \~. ~'~ ~M ~r f? ~, oY`M o ~ `a -,i ~ \ ~ r, "D _ 'S ~ ~` ~ I \` SS £ ~- M I ~~ I .. o .\~..r~`' r r ~ ~ ~ O ~ '~, ~ ~ UL~°~ i ~ ~ \ ~~ 1 Z ~ i + o ~ \ l a ~ a ~ \, ~ ~ , ~, ~_ ~ .,~ 7 ~ ~ ~~. ~ . ~ ,I I ' % _ , ~ ~~ '~~ i .'~ ' ~o oC; ~ ~~~i//~~ / ~ ~ o \. ~• o 0 t o ~ (~~ , o~ %~ G ~ ~~ ~` ~,~..- ~.~~ ,{ ~. ,r, , °r ~ ~~I ~,~' ~ ~,~ ~ + ~" (~ i ~ ~ w ~,~ ~ ~ ~~ ~ ~e; A ~ ~~ V ~ ~~ ~ o ~ ~ ~ _,~ r a fF c r ,~~ ~ ~ s ,~. ~~ ~ J - ~ ~ ~~ ~~ M1'3 ~D ~ \ / r r ~ \ `~ 1 ~e~/A~. r°~e, . ~ ~ ~`~``\ ~ r0 is ..~ ~, ._ ,~ ~~ ~~ o s ~ \ ° .<_ t l i \ ~Sa ' ~_' ~'~ ~ ~ . ~ ~ I _ ~ ~ / X l h° /~4y(~4 ~~~\ ~~ + ~ -1~R o.oo' _~ ~ _ ~ ~~bA FO!? qCp W,r 3)(t 6 ~~.ei~~"~ - A I~ ~~ rib aO~ + /~ ,( ~,~ T 4 -- { `\~ac'~h UGC N00'10'~<"WIRIS - H ~ 1 '1 T. ~S ~ ) MoNa 60.00' -/ ~ Crq J. ~~~ ~4' (y - 4 ~ .. ~'.' p /' ~' / v m ~ Z '. / ~ 3 x ~ ~ .~ C7 N O ~7 O ~ --- ~ D O /C~ -~ D ~_ Q7 ~' vo a n n c rn r- ~o O~ r D Z Z_ Z Gl D r n ~_ Z N W m ~C1 D Z v m Z C m i I ~ ~ --~ m D N --i D z ~ r ~ g z ~~ m .I ~ - - - O ~ ~ ~ ~ ~ C g ~ ~ ~ ~ ~ ~ ~~. a C ~ v m a o _. ~ r rn N X D ; ~ Z ~•1., m o ~ o ,_ v D o s Z ^~j I " •~ ~ NO o~ ~ o I a~ < 8 n ~ n ~ ut Nl~> 2 ^ ~ g ~ tli ~ N~' ' O ~ < ~ N s' { ~ ^t t ~ ~ 1 ~ C4 x * ~``~ r b v z D~N m < c ~s c al a ~ ~ `a,'~~ ~' ,~' ` r^{ R .9.i bl t l R: < . Adoi <° 4 ~ ~'I~I" ~~ i'Ip `~ jp ~_ " > O ?p~l < ~ m~ I sc I- I~' ^ ~~ ~ ~ r~ ~ - ~' -~. Sfa' 4 ~~S ~ s 3 _ S~ ~ $ ~ ~' 4 I ~ ~' L ~ N ~ > ,. `~' < _ ~' n . §' ~ ~._ 8I~'S' Mi~ ~ z `~' o R a ~ SI ~` ~ _ ~' . _ ~' ~ _ ~ ~'~ _ "~' „ . &' 1 _ $ ~ _ ~' :t _~ ~'1 rt ~ €' ° ~ ~ o ~ U `d ~ u fi ~' ~ ~'lo k' i ~' € U ~ ~.~ f.~i~ 12 ° 8 Z ~'. ~~ 5'E' + ~rn 4' R ~ b' ~ v E ~~ u S Nl _ I ~ E l m u ~ ( s o r ' a ,~ ~! I S o N~ "'Im ~~ a ~I ~~ ~x i I ~ ot~~u P}~ ~ til I ~~ _ l j k a+ a ~d { ^' ~ o t ~ ,,r a o ~ ."' cmi~'o ~^ % v ~ m ^~ af~lo ° ' '^{~+I 3 FI .~ ~ 2 hIE- 1~ ° g 3{ ^ ~ Q$ 5 ~ r 7 ~ ~. ^ % ~ r 0~ {n "- i .X r' ~~ ~ Ig ~ I c " p g ° ~ e n ° ql ~ ~ o ~ ~~~t y ~' F i ~ s a ° ° °~ ~ 5 ? ~33~ 3 i ° ~~ ~ x- 9~ a l y _ l ; 8~ ~ ~ ~.,. ' I ~ Ig n3 R. .4 I~~° ~ ~'aj ~ ~ y ° %I Fl , o ,~ Iq N~ b I~IN U~cI gl ~ ° , 2 4 i a ~ , a i ~IZ ^f " ~ ~ ~ ~ 'y?• ': 4 ~ „ N q ~ ~ g ~ ~' fn c_ _~ - ~ F 3 ' IZY 9 I~ $ $ a' °-~ ~ R I ~ .:. , t 3~~j ~ S '~ 'o i I°.R °tE '3 Z4 _a a m a` I 2 ~. ~~8 3 ~ 31~ ^E 3 ' ' ~ ~ j 2 n (S " r -I g $ ~ {~ a - F ~ I ° a °-~ !9 L~ ~ $ ~. g R B ~ o a Y ~'~ 4 4 ~ n o ~ '~ a o 3 c % ~2 'I i $ xl ~S I ~ 3 ~ ~ $ ° '~ e r a ° $ ~ ~ _. a ° ~ l ~ ~ a s g 3'I a ° q 4~R ~ ¢ Q~~ ,< ^ R 3s z 6 fi - 3 I e ~ I ~ Y ~ ~ 2 t ~ h a ° R , f ~ 1 ~ - ~ a ° ~ I ° 1 ~ ~ I' ~ . aF' 4 ~! _~ I ~ ! ~ ( ~ t 1 1 r ~ { ' 1 I I ~ ~'~ i i ~ j' gg :i ~~', E. 2 ga s", q ~3:°~ p ~eI E ~~..4 i'~ ~ 4 o ~ r 8. f ~1 = 4 _ ~ I~ ° ° ~ X' ° ^ Q gg 3i ~ ~ .- ~ ~'~ a - u ~ v ~ ,~,~ v{~ < z 6 > ~ - e ~~s ° t~ ~, a r ~~ ~ 1 I ~, ° s- ~ 9ls R', 9 ~~ ~ ~ ~ ; f ~,r- I ~ ,~ ° <I8 ~ I 3 ~I -~ z ~ ~ i ,~ ' I I c ~ ~ ~ ~ ~ ° 8 z ~G < ~ o !%Z 'r~ ~ z ~ ~' r S ~~ gj £ .. ~ I a I '~ gl <~ a ~ 'a X' a ~ - °I 2 z s. a ~ 4 4 ~ S~I I ~ h ~ 'a 2 I ~' s~ I a ^a ~" %1 ° s 4 1 °I~ 8 4 RR Y < ' c' Z , ' ~ + 2 ~~ w z { ~ c~ ~ ~ $ l~l' ~ ~ ~ R ~ ~ ~ -, I ~ ~ ° °I y - ~ .3 ~4 ~~ v A 3 ~ ~ ~ ~ : 4 b $ ~' ~ ~ ~~ ~ ~ 5 - "Q m , ~ 2 ~ 4 I°aQ~ °° ~ ml : ( Q ~ 9 o ~ Z Inl , x ° . $ ¢' 5 ° I 5 a ~ R ~ ~ 1~ " @ ~ 5 ° o I 3 g 3 ~~~ t o ~ I~I~~ l i I ` I I ~ ~~ ~l ! 11 I ~ ~ I i I ~ ~ti ti R OFe~/~c c R~'~O /~ r D Z v m r D Z r m ,~ m ~ ~~ ~ -- Z 70 ~ O ~ ~ O O ~ ~ . ~-~~~ ~ Gl D o~, m ~ D .~ v - `'. ~ D .~,. ~' ~ ~ ` F ~ ~ .. ..o.. ,5. ~ ~~ ~ ~ ~ ~ ,o~- z . , f . `, '. ~~ ~ ,, ,~ ~ ~ , ~ ~ ~Q, ~ ~ ,/ _. ~ `„ ~ ,i / O ~ ~ ~ _E. / ~ ~ O' ,\ ~ \ ~ ~ ~ ~ ~~ S' .~, N ~, ~\ ~~ o ~ w „ ~ ~ .o D ~,,. / ~\ /. N ~ r-- ~ r~ 3 ~ ~ ~ ti ~r~ ~ ~ m i ~ ~ .uY \ \ t' -~~ ~~~ `~ \ w r ~o~ ~~ ~ ~, ~ ~.,, ~~~~, V ~ ~ job . 171 /~ / \~ ~ `~~~ ~ ~' ~~~/ ` ~ L1 ~ ~~ ~ ~ '~ ~ ~ ~ ~ ~ D ; ~, ._ / m ~ ~, ~ ~ ' o ~ ~:,/~ ~~ Z °~ ~.~~• ~ ~~ ~ ~. ~ \ ~ ~ ~. C ~ ~ + ~~ ~ ~~ ~ ~; i ~, -~~, A o, ~ o ,i o ~ ~ /~ ~ ~ ~ ~ o \\\ i ~ ~ ~ ~ -%.> , ~ ~ / \\ / \ ~~ ,~O b ~ ~, ~ i,~ ~ ~ ~ ~ x~~ ~: _ - ~~J ~ ~~ ~~ / A • ~ f \ \ - ~ ~~~ ~' i •• ` \ ^/ ~ \~ ~~ /~ .~ /- ~ - ~~ ~~ ,~ ; ~~~ ,- ~ _ ,~ ~,% rn N X °•~ ~ ~ ~ ~u.~•, ~ `~ ~ Z ~ ~~ <! N c .~ o ~ 0 ~_ ~ N ,~vJ _. D v ~~ n n c rn o~ N Z z c~ D r n ~_ Z N W m N Z v m C m ~- x v y ~'. ~ .~ m ~ o T 0 00 v ~ w ~, z n D r m Z m ~, ~ , ;~ ~~~ ~ ~~ T r O m D r m m v ~S~ , O~ ~~ ~ ' O / `30 , ~ r ~~ ~O , \ O /' i >> VO \ 0 ~, 1 .\ r r D Z ~S ~~ 1 ~ ~-~ ~ ~~ ~,o ~ ,~ \ o ~ ~~ ~ ~ ~ i ~ \\ .~ ~ ~ ,~ ~ Cj ~ ~ ~ v \ \\ ~` . \ / ~ ~~ \~ ~ ,\ ~ ~~ \ n .\ ~ ~~ ~ ,~ , ov ~ i ~o, ~~ ~~, ~ ~ ~ ~ ~' ~ \ / ,. /~ ~~~ ~o ;~. o ~ ~~ ~ `~ ~ ~- o ~ ~ ~ /~ ~~ ~~ ~~ ~~, ~ v~ \ o~ ~~ o ~~ . ~~ _. D v ~~ n (+ (D n c rn o' N ~~~ ;~ Z z r f1 O Z N W m ~~v D v m Z m D r- N ~ fD m X D ^~ ~' ~~~i~i.~ ~ N O D O ~ ~ c~ D n n D r m T w ~o la` 0 _o ~~ ~~ ~ r m G1 m Z v T r D m D ~S ' , T, ~~~ / (~ T `3~ . ~`' G ~' T Q ~~ / `30 ~ O ' ~ / o ~s~ '~ 0 ~~ / `30 \ ~ CJ ,, ,' \r ~•~- r 0 O r D Z ~; J~~ ~ / `S ~ (~ ~, i 1 d ~~ - ~ ~' ~ `J' o ~ ~ ~ ~ ~ ~ ~~ ~ ~~ ~~~ ~~ ~ ~\ / / \~~ ~~ i ,~ ~' ~ .~ ~ ~ c~ ~ ~~ ,~ ~ , ~ ~ ~ i ~~ ~"~~ '~ / o~' ~~ \\ , ~~ ~ ~ ~ vN ~ ~ ~,. ~ \ ,' ,{~ ` lJ /// ~ C> \ ~i /~ ~~v ~ ~ ~~ ~r ~ ~ ,~ ~~ ~ ~ ~ ~~ .,~ \ ~~ ~, . CvJ -~ v ~~ n n c m r, O~ H r Z z Z ~, D -v r n ~_ O z N w m v m C m N O O 0 T r D m D r m Ll m Z v \~ = ~O/ `30 ~ \ ~ \~ ~ \~ ~O ~ O '' \ ~\ `3~ \ \ O ~~ r O r D Z S\ 0 ~~ ,1 ~ ~ 0.\,,~ A ~,~ \ y y ~ ~ \ ~\ ~ r \ \~\ \ \ \~ ~ o~' \7 y \ \ ' ~~ m o O \ \ ~ ~ \ ~ \ ~\ o Z \/ \ , ~ ` T m ~ \ O \ ~ \ \~ \\ m ,\ \ ~ \ o \ - ~\ .\ ~ ~ \ ~o \ ~ \~ \ \~ / \ o \ v / ,~ ,~ ~ \~v ~ \ ,. \ - ~\ v `_' v V \ ;~~ ,v ~,. \, /~ \ o \ \. o`" o` ~~ v D ~ \\ ,\ r- \ ` x ~ ., ~ , Mi ~7~--~ r a ~~\ 0 \'\ ,/ \ / \ ~ ~` ~~ ~, ,' \ ~ , \ ,~vJ ~^ D ~~ n n c ~~ o' N N w m t1 v m C m ~, N O O o~ D o -o I n m o Z T m 0 O D Z 0 ~s. ~ ~ ~o/ / ~ 3~ , ~ ~ ~30 0 /~ ~o ~~ / ~ ~ /~ l" ~ \~ ~~30~ O ~/ y ~ ~ ~ / ~~ ~ ~ ~~` O ~ ~ ~~ /~ ~ ~ ~~ G ~ ~.~~~ ~ ,~~ /, ~ ~. / /~ i~ ~ O O r D Z o ~~ /~ m -,~ ,; ~~ ~ '~ / i~ ~~ ~ \\ ~ ~ ~ // ~, ~' /\ ~o~; / ~ ~ ~~ ,~ J ~~ ~ \~~~, ~y o `'' ~ %~ ~ ~ ~ / ~ ti ~~ ~ ~~ ~ ~~ ,~~, ~ ~' ~~ , o ~~ V ~ ~~\ ~, ~~\ ~ ~ ~~ w ~` x .~ ~ ~ ~~ .~ ~ ~~ / ~"~ ~ /i ~ o ~o / ~ ~ ~ /~ ~~ /' ~'~ ' o ~~ /' ~ ~ ~ ~ ~~ .~ y ., 0 D ~~ ' [~ r m -~ ~ 3 D m Z 0 < C m cn ~ D ~ y ~ D ~ D ~ ~ ~ D ~ m D f~ m n D ~• C ~ Al ~ ~_ k, O ~ ~~ Z da ~ e ,..r (D f7 r7 ~das ~d~y ~ ~ _ ~ ~; S'' ads ooa ~ ~~~ " ` C (~ ~~ ~~ ~ ~~ ~.. ~, ~ ~. , °,a _ 0 ~ F ~ N ~ . 9P P l,, FZ % T R ~ 2c 9! y f `. \~ 0 T~ ~A %/ ' ~~ 9 ~~ O + ~~ ~ / o ~ ~, y ~; ~1 - , ~~' 1 i~ -', ~ Z ~ ~~ _. Z Z ~ m ~ N , ~~ -' _ Z^^ Yl M ~ ~ ~ ~ ~ ~ ~ ~~ r_ C1 D ~ z n w N ~ ~ ~ ~ - , ~ ~- ~ 0 Z N W m D N Z v m Z m r rn ~^ m ~ ~, X Y , ~ Z , ~ U N O O TJ ~ ~-- V D ~ m ~ z m O 7 r n n r J ~ •: ,' x a /~ ~S ~yr~ a~~~~~~~~~~~a~ ~~/~ ~ ~ , r N C ~. ~ - ... ti. >~ i ~~~ %> .; - ~ \ ~', /A ~/ 9F~ ~~ y ~R ~~ s~• ~ ~~~~<,; -_ -~ 1 _ `, V_-. f - ~ - Z __ v ti 1 < ` ~,. '~ ~: :- m ~ ~ _ r ,,asp- }- ~/ ~` q` N ® /~ s x ~ ~- ~' \\ ~ N P ~ ~ ,- \; d x ~~ o ,` ~ O~ O -- ~X N 0 R~ ~. ~~ ~ ', ` ~ ~~.~ .~ , %' 'o o -1 < ~ /~~ ~. ~~ -'~ ~ ;~';'` ' I,` ~d l ` ~ '~ 1 ~ ~ ~ ~1 ~,~ Y- ~ ~ ~~ ~ , , - `~ ~~ i ___ O ~. ~~ /' ~ ~ V1 ~~ r ~ ~+~- Gl D m r O O ~o r D Z ,~vJ ^ v D ^V^,, I~ ~_ n S lD n c (D fD _~ O~ N r n Z Z_ Z ~l D ~ ~ r n ~ ~_ ~ m O ~ Z m D ~_ N O W Z m D D Z v m C m D rrf i ~ X -v ~ ~, ~, , ~ «, ~ ~ N O ?J O ~ ~-- ~ D O m r m ~~~~~~~ ® ~ . ^ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ®~ ~ ~ ~ ~~ i i i~ i i D ~_ O Z '4 ~ 4 r }i L ~_ . ~~ Ll S n n D m Z m ,: w~ ~~~~, ~ ; , ~~ ,, - , ~ i ~ A y @~+,~ ~m ~ ~ *~~4~ ~~ 2 35q ... t'. ~ ~J`u. ,,, . ~. ,~ .~ >, ` ' ° a ~ pia r> ;.~- ~, i --.oao~ rny+~ wN- ~ 3 - 0 3 N ~ w D~D~u w^. ~ r~> T ~ ~C c ~ -~ m , ~ ~ n 3 a N ~ ~~ w. N n c O '^^ ~ o ^ w~ 0 ~ ~ ~ ~ r cn , C1 , c O ~p N N ~ r~ < ` w w y; ~~~ ~ ~ ~ ~,~~ ~ ~ ~ ~ o T ~~ ~ ~ ~n ~ c = ~ n - ~ O N ~ S ~ O fD ' C - 0 ~ ~ S ` OQ ~ ~ ^ ~ N ~ w m c N a ~' ~ a ~ ~ ~ ~' rp ~ ~ w ~ Ott ~^ to r v Z rn r m O Z ,C~ ~^ v D ~~ w n n c rn n O~ r Z Z_ Z Gl r n 0 Z N w m D ~o n z v m Z C m f'f Z N O O m m r m ~_ O z i .T R ~~ S_ rn jrti X D AI ~ ~ ~ ~ ~~ i y ~~~; ~: 0 m r -D.1 0 Z v n n D m T -1 = > ~ r z - _y ~. a.: .. , L r . ,.r~ ~~~~ ~ .. ~ r t aY I w X ~ ~ _.- - '~- - d.! ._ ..: .. 41 _ ~~ ~ ~ ~ ~ ~ ~ . "'!yamy. `j 1V~ ~_ ,~ ~, ~y~~. ~~ -~ ~ ',, " ~ '" ~~ _ . ~., r ~ ~ ,, ~:: ~ _ ~: ~`~: n n n n n n -,~ ~~ ~ n n n n n n ~ n n n n n ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ L ® ~ ® ~ ® O ~ ® ~ ~ ^ ~ ~ ~ E~' ® . ~ 'd ;:~-;. ~<. ~D 00 V O~ Vt ~ w N- 3 O D 3 ~ m m ~ T < c c ~ ~ c ~ ~ ~ _ ~ ~ a N ~ ~* ~' a w. o ±~ ~ ~ w w p . > p > r < < w?~ n~ -~ ~ w w w -~~~ D ~n ~~ ~,~~ rn S ~ O v~ n N r r 3 3 ~. ~~ ~ 3 ~ o ~ - s ~ ~ ~ p n - r ~ ~ ~ ? '~ w O C ~ ~ ~. N ~ S ` ~ m a N ~ ~ ~Y pl a - ~ ~ c m ~ ~ ~p ro - • w ~ oa ~' ~ fD H ~ N ~ ~ V1 r v Z m r m O Z / C~] ~ ^ T ~ m N D ~' ~ m ~ m ~ ~ 0'Q n n c o~ r Z Z_ Z ~ m r_ y n ~ -Di m O m Z D -~ -a O w z m ~ cn O ~ m ~ po ~ r D z z ~ a ~ < ~ m Z C m D ~_ Z Gl D G~ m ~~ ~ X ~ ~ .~ ~, ~ .~ m ~ No 7~ 0 00 -- v ~ N O ~~ i i ~ ~ '7 -~ ~~~ ~~~ .~ 4 .~~ c i~ y~~, ~f: /\. of ~ t f~i R~~ ~~ ~~ x~~-~ ~~ ~~ ~ s~ i~±V, .t ' _:.. .~._ ~-~ f ~ ,, ~y i p '~4 S ,,, ;'' ~. ''1`'' _ ~~ : -~ ~ ~~ ~~ ~.. r ~~ I__'I- ~ ~ G ~ 1 ' i III ~~ f ~ r t t i i I 1 i I I 1 I I j 1 '"" ' ! ~ i i, ~ - ~~ 1 < j '~_ m ~ ' Y __ ,..,._. m ~ ,~_ t i ~,,_ r ~.. ~.. q~_ ~-d"R Y z ,~ I., . T O 70 vo 1 m ~ i r• . ® _ . . o . ~ ~ s .~ ~ r .~~, - ~~ >. r.`" $ ~~"Jt~ t: ~ - ~ ' F., ,A~. T ~ Z ~ ~ ~~~' ~. m cn ~._ ;: , _ m Z '~ '.~ 4- ~ I,r~~; f. 3 1^P ~ w'. %~ y m Z r D m v D D m m r m D O Z '~vJ ~^ v D iv ~~ oa n S rt fD n c O~ N r D Z Z AZ ~I D o ~ ~ r z ~ _ (~ m O ~ Z !,~ N W m D ~ ~ o D Z O m Z c m 1 ~~ ~, x -~ ~ !~ ~~~.~.. ~ Z .~ ~ `.' ~~ N ~ ~ O O ._ ~ D N t0 OS E 160' ing to on~ng o N O N J y '~ N O N O i~ o U (O~ O O O O ~~ b '°- O O O b z m 0 z c Z m O Z W 0 Gl m 0 Z . ~ o r v Z m n O m ~v m n m .~ _ _~ ~¢: m ~o m ~ ~~~ ,~, ~ '~ sir ; ; - .,. , ~; x ~~~~ ~~ l~l' ~' ~~- m _. ~. _ -- - ~-~- Y Vi ~S_-~` _ .~. ~' -per ~{` ~~ ~ _ pp$~%® jay(®i .-,/I "~~YY ~8 /r~ ,;, 'i~~ Z ., D ' _ ~::; $ ,,`` n - ,--~ ~ - ~ ~- ~~ 9 D - ~ ~~' ' r. 4:. - s , F'~~~"~"""~~~... ,. . ~.~~ / ~''` -r ~. ~, ~ - _ .x ' ~., ~ ~G , ' D '' ~, ~ ~'~' - _ _, r ,' ro ~ - ]2 * - - ... ~'- - - L ~~. -_ _ - ~i ~~ ^ ~{ ~~ '~~ .. -~ ~ ..~ A~ ~.~ _,~ ~ ~~ ~-~ v ~ ,~ - ~ ~.. ~( ~~~ r ~ ~~ o ~,~ ,~.>• ~~ ~~ #~ ~' ~ .r~4'~ ~".r~~ ,x, ~ ,, ~ r . N ~ ~ ~~ ~ ~-lu~., ~~,,, z N O O 00 ~-- ~ D N w C~ -^ v D ~. t~ ~: ~~ n ~- n K '-°" ~., c N r't (~ _~ 0 H ~ r D Z Z_ Z D r n 0 z N W m H L1 70 Z D m C m ~~ .d~ N (D X ~ D ~~ 3 ~i~.~.. ~ Z N 1 :~ )`'i, < s ~1,i:~ . t . a ~ ~ ,- t ;, ~~,~ ~ . `~ ~ ~: ~- ~ ~ c 1~. 1~ 1 'y'~;i I i jr ~~ ~ ~~ ~ ~' ' ~~i~~ ~.~ ,~ 3 ~ IMI~I ~r~ t _ r~u_~ -, ~, m ~o -v m n tr ~ t D I ~vJ ^ D ~~ n S (D n r+ c N °~ i r a z z z c~ D r n O Z N W m D C1 ~o D Z v m Z C m N f7 (D Z N O O N In X D ^i z '.~I~L. ~i D pwr, i ~mr~~ ;. ~,~~ ;~ ~I i i~ ~~ i ~ ~ ~ ~ ~ ~ ~ ~ A ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ I ~ ~ ~ ~ '~Y1 u'F y T`„ i ,. m ~o m n m ,~vJ -^ v c~ n ~~ n ~' r+ rn n c _~ O~ r D Z Z_ Z D r n O z N W m D D Z D m Z C m r- x D .~ z ., N v O ~ N O~ D G~ # ~~; :,u~ ~w m ~o ~o m n m -~ /C~ -~ a ~~ n n c ~D _~ O '~ r D Z Z Z D r n O Z N W m D D Z v m Z C m m -° ~ .~ ~+ m z gyp.,.. ~ .~ m ~ N O O 00 D N V ~~~ ~~ n n ~~ o~ N -~ r Z Z z r n 0 z N W m D v m Z C m r- m N X m y ~+ ~ Z ~ ~ °o ~ 00 -~ v ~ N • • • Q~ n ~ O as ~ ~' ~ ~ p ~ o ~ . ?! ~ r m ~' ~ Cl D w a a m O _ < - o o ~ ~ -n c ~ O ~ ~ ~ ~ _~ ~ ~ f~D ~ _ ' ~ m m 0 ~; a ~ v- ~ N V°o ~ a ~. °~ ~ , ~ ;: ~ ~~ ~. • • o n - ~ o ~ N p ~ ~ O O ~ ~ ~` ~ ~ O ~ ~ ~ ~ m fD ~ ~ o-a ~' '~ ~ w r m ~ -• ~ m O r ~ C1 v' Q C ~ ~ n n ~ ~ ~ ~ _«; - ~ n ~ ~ ~' ~ o~ N ~ ~ N .p ~ ~ < ~ ~ m ~ ~ ~ o a ~ ~ ~, n ~ o o ~ o~a ~ ~ ~ ~ ~ ~ ~ ~ ~ N ~ ~ ~ ~ ~ m ~, ~ r ~' ~ n. ~~ ~ °~ O D ~ ~ m ~ p C c~ r m Z v ~o D r m m v m O Z C Z D Z n CITY OF SOUTH SAN FRANCISCO INTEROFFICE MEMORANDUM DATE: October 2, 2008 TO: Honorable Chair and Planning Commissioners FROM: Susy Kalkin, Chief Planner SUBJECT: 648 Commercial Avenue Design On May 14, 2008 the City Council approved a Planned Unit Development (PUD) at 648 Commercial Avenue, which allowed a front yard setback that is less than what is required by current zoning. The PUD approval was subject to Planning Division Condition of Approval #7, which requires review of the revised elevations by the Design Review Board and approval by the Chief Planner. The Chief Planner's decision was brought before the Commission for review on August 7, 2008. At that meeting the Commission requested additional design modifications. The applicant presented a revised concept to the Design Review Board (DRB) during their August meeting. The DRB had the following comments: Add horizontal banding across the front of the bay element to connect the left and right sides of the front elevation; Add trim around the openings of the bay element; and Add a railing in the bottom of the central arch to integrate the bay element. The DRB felt that making these changes would help integrate the front element into the overall design of the house. Staff concurs with the DRB's comments and the result of those changes are included in the attached revised plans. At this time, staff believes that the overall design is consistent with the direction put forward by the Planning Commission. Staff will continue to work with the applicant on other aspects of the project, such as the front yard landscape and paving plan, to ensure that the remainder of the project is consistent with the conditions of approval and City standards. Survey The City Engineer has reviewed the survey information submitted by the 648 Commercial Avenue property owners and by the owner of the neighboring property (652 Commercial Avenue). No discrepancies were identified, meaning that the City has accepted the survey completed by Dominguez and Associates dated 7/24/08 and stamped by a registered Civil Engineer License (No. C26949) authorized to practice land surveying in the State of California. (See attached email from Mr. Ray Razavi, City Engineer). Attachments - • Revised Plans (including exterior elevations) • Email from City Engineer -Setback Issue SK/gb m ~_ m D z ^~ m D z ~~ V m z D z P.L. C.L. 2ND LN. (20' R.O.W) I I ~ ~ I I ° v -T7 m m "o 0 r, a ~ ~ O v D FRONT CK A ~~ ~ N o z ~ ~ ti I D ~ ---- z == - -- .--- --- --- --- I __ ~ _ D< ~An? Ao~ ~~ -__ -__ MIN. BRI E AV __ C m.. -.. __ o ^^ ~_ ~n mLn 33 I ~ ~l ~ ~ ~ '~ ~o °~,a ~ m ~ m I and pDZ 'e I ~ 1~ '~ I I "my~z <~dl ~ m i I ii - m 1'; i I ~ ~ l ~ ? I I J ~ r, I I _~~ m Z Ia~-~' ~/- ° y ~o I I " ~' I I 1 ,i - z ~~;~ _ _ ~~ - - ~~ n' ~I -~ ~ ~ I I - -- -~ z -__= r z: I I Z L~ ~ N CA _ ~ ...- ,_- I 1 ~~ ~ ,, ~ ,-~ I i _ __ _ --_--~ - --- - - -- 1- -~ ~ -+- -- - ____ ~~_-m___-~w.s~- ~.o~ _ . ~ o; ~~ I' I __ c ~ m'om`" I ._w __ _ _- - I ~ ~ .... O ~ O m - - cn 1 I -- _ - -- I ~ ~ I °` <~ _~0 D I 1 I r I „. ~. ~. I _:.~ ... v,M I n ~~ ~. ~~ ° ~~ m n ~.. - --- -- - - 1 I ,. FRNNT SE ACK g MIN. ORIVEVAY___ L-._-.._-.. _......_-.-_-.__ ~ I j ~ N N I- ~i i .. - ~. o ----.__--- --__. __..... o ' iXt€~~iEEL ~~OMFNT i'RA{~ ~, - - - - 4 MER IAL 644 COMMERCIAL 4 COMMERCIAL x 6 6 CO C M IAL 65 656 COM ERC ~^ ' WIDE (50' WIDE) -- ~--------- ----- ----- --- o __.------ - zo_D. - -- v _------- -_ _ _------- (25 ) u' n N n rn SIDEWALK ' r .--_ ~ ~-.. iii oy I \ .. ~ OPLANTING STRI / I PLANTING STRIP ___ - -T~ ._.- --_ _.____ ._-_ - _ - ~E -__-_ - tt-- - ______ -... __ _- __-s_-____ _ -_ -__.-_ ._ _____ -_ - _ _- --.___ 648 COMMERCIAL (SUBJECT PROPERTY( O Ar^'I p£Kp UZ =Z Ao ~m i~ ~~ ypdo vo xs da = di t z c< >A z ~< m~Oi c Ka o< r. £ °' m z °0<9 ~ D A~ G ~ No C.L. A °~~ ° 3~ N o - - - --- _ -- -- z. -- - -- ~ b~ ---- - __ __ - ---_-_ _ - _-_-_ _ ___~ ~A~ ~ E COMMERCIAL AVE. (70' R.O.W.) PLANTING STRIP / CVRB CUTS SI-EWALK P.L. ~ g VALENCIA RESIDENCE $~ g x ~~~~~~° ~GS~(~;~, ATE ~ ~ ~~~~:h ~ BAUKUNST 648 COMMERCIAL AVE ~ ~ ~ ~ . SOUTH SAN FRANCISCO, CA ~ ~ e Ncy.cn ~ ~ ~~`~ wv45 2 °'o ~°' F bay ~n5e0 ) ~ n Wbauk starch ~ecl~re mm ~ r . g. -- I ~1 N r _. ?, j L~ ~ R _ ~ _ ~ ~ ~ _ _ _ N ' " - n ~ ' ~~ o~ O m -~ ~ i ~ ~ I ~~ ~ iI , ~~ ~~ ~; , ! cn ~ O t ~ z ~; { ~ ~ ~ _ ,; ~ ; ~ I ~ I m T _ < ~" f ' T 5'-B' 22'-3 (B~ 5 ~' . ( 0 _ ~ - 21 1'f' ~ _ 1 ~ ~__ -_ _ b v Z r ~ ~ ~ ' '~ li - -- , . ---- ~- ~__ OO ;~ ~ ~ i 'i -~ ~ T ~ ~',L ~~ O z ~ ~~ ~ .~ ~~~ ~, I ~ ~ ~ ~~ ~ m 1 I r 1 ~~, 1 ~~ ~ ~ ~~ F~ , V p I- p III I I III i I ~ ~ ] U '~ m r~ ~ 1 ~ y-~-~ z 1 ~, ~~' i I , ~ I T^ / \ z II I I ~~ ~ 4. 1.-- _. ~'~ ~ ~. ~"~ .tl I ~ I k _ I I y I I ` I I tI ' __ • w.~>P, 'l 1 5'-0' S0'-0' . M~ ~ T W ~ ~ _ 1 ~~O ~ ~ g -D , rz W zo m z O O i NNE oz~o moo ~~o ~Om ~~ ~z DO zz O o __ ___ _ __ _ ~ ~ _ i Z-~' I ,. - -_-_. _- ~- -_ - _ _ _._ ~ _ ~ x~ ~ ~ tE ~ ___ ~ IB'-0' m>J ~ ~ y ' _ _ ~ 2 5 ~ fi " ~ I 3'-2' ~ 1]'-6" i I '-9" i5' 0' - / I'~8' _ I 16'-11' m I I' ~ ~ t-;~ _ ~ - _- ~ I ,~ _ -_~ ]'-IO• ~ ~_ a ~ Y - ti -_ ~I II ~ ~ ~ I ' ' ~ ; , - I ~ ~ i ,I ,~ ~ 20' I~ p tii} ,o' _ III I I~ 4.. II ; I n~ ~_ >< m ~; ~~ ~~9 lr -- I r -~ r i ~ ~ I~ i ~ I / ' - I ~~ ~ ~~ - _ ~ i - ~~ _~ I ~- ~ - _ -- __ - -- I -- ~ - , ~ b )' 6' . ~~„ ~ _ } m ,~ v I ~ , T c P~ a P I~ .- r ~'....~ 101' I '~]' S'-0 5'-~' 6..5..___ 0' _ -_ SL~11--- _ __ 2'-10' -__ _- 4A ~£ ~_. _ ---I--- ~~:~ n IP ~ ~ I ~~, - n J _ II r u n 'F a IB' t 6'-6' ~ ~'-0' ~ 5'-Il• ~ i L \ ~ ~ i rn ___ 00 Ca ^ n I` 1 r o o vv''~~~ \ ~ p~A ~ -... ~ ~ ~ ~ ~ L u ""- _.. _ _ D N g VALENCIA RESIDENCE r . ~s ~~ R ~g~~~ ~ yy_,¢ Q Yg~d~ ~ ~4~ BAUKUNST ; ss~F~ F~a ~A.~ ~ rn 9 o 648 COMMERCIAL AVE. SOUTH SAN FRANCISCO, CA a~y~~p ~ ~$~ ~ ~ T2CSOr A'~> rE60YCNC`31~05 ~~ ~ N E „~~, , o~~~Ya„~ o,n w,~~k ,~„,~,~~eCO~, n 0 mm < Pk m D c~ 8 8 W PROPERTY LINE O _ _ _ _ ~I._6. i. t1'-B' 13'-~' 2'-9' i ~ l j ~ s O DO ~ m s' D O ~° m ~ cn a~ ~ O ~~ z mn 0 D ~ ~~ U7 ~ ~ ~ zm °~ ~ ~ ~D U7 ~ O C m ~ ~ G ~~ D of -~ ~ ~ ~ O ~ z C7 D ~- ;_ >~~ ~ ~ ~m m =~ p~ ---I z ~ ~ ~g . o ~ ~~ D ~~ = 4 ~o - ~ ~ _ X ~ m ~_ D m ~ _ D r D I m m n U7 m _~ O z Z 0 c n m z m OT ~1 ~_ m ~ g VALENCIA RESIDENCE ~g~3~~ s~~~E~~ ~A-E W .~_. ~ BAUKUNST ~ ~ 648 COMMERCIAL AVE. c cA oQC, ~~~~~ 5 r Q SOUTH SAN FRANCISCO, CA a N ry ~~~~ ~ ~ ~°~,~..°~ xva~o~~o~n°~~~N~~B,B.~n~I~,,,.e~„ r ~ ~ ~] '~- ~_ E ONT SEiBnCK i u r" I - ~, s. ~1. I'I Ili c ~ ~ '~, ~m. ,~ ~ '.. ~i I ~~ I l ~ ~ ~~~ I I I -_ - i i I - I~ -~ 'iB'-o• m'-o• m'-O• I ~ I I I ~r~ ~_ ~ .,- -- - - __ r- _ - ~ -- -~ - -_ _ _ ~ r-- I I --- ~ - --- ~' ------- -~ ' l ---- -t- -- ---- l ,' - _- -- m; ~ I! II ~ ,l i ~~ - _- -r r" I, ~ ,r ~ ~ fl -- _ - _--- -~- -=~ ~I, __ ~- _.__ _~ ~ I ~~ '' ~ ' m ~ _ ~, ,. l D I ~ i ~ I N I ~ ~ ~i ~ ~ j !.l 'I 35'-B' ~ ~ --~ ~I ~ - it x - - --- ~~-- _ ~ ~~~ ~~~ ~ ;~ z._o. ~~ ~~I ~~, ~~~ ~~ it I I~ i I I ~- ~ i ~m€ II 1, ~ I ~_~~ oyoN ~~~. I ~ ~e t eA '~ -~~~ ~ ~ L =~m~ _ ~~ PROPERTY LINE N 10 Z i- O II I Z m m D z 0 03 m ~ ' ~_ O z ~~ `~~ m m U7 0 m m m D ~_ O Z e ,._6. € ~ n m S D A r n 0 m n D r - = Prv ~ oYu _ 0 =~e 0 A ~: z c R r~ U. ._ R R C L -- '~, ~, II. D VALENCIA RESIDENCE ~ ~ ~ g~~~° j s _o =~? un*e ; 3 ~ BAUKUNST ~ 648 COMMERCIAL AVE. 1 9 ~ ~ ~~~~ d SOUTH SAN FRANCISCO, CA ~,S ~ 55 a. N~ A ~~ T. ESQ. w().]5' ~ P'.' ,y E. '+., a'Yan ter, W.[wuKUnsta~cn isct.re rnnrr. Beaudin, Gerry From: Razavi, Ray Sent: Friday, September 12, 2008 2:12 PM To: Razavi, Ray; Kalkin, Susy; Beaudin, Gerry; Bautista, Sam; Kirkman, Jim Subject: RE: 648 Commercial I have reviewed the survey map for 648 Commercial Street prepared by Dominguez and Associates dated 7/24/08 and stamped by a registered Civil Engineer License No. C26949 authorized to practice land surveying in CA. In addition, I've reviewed the Record of Survey dated September 2008 prepared by Luis Arata for the adjacent property and found no discrepancies as it affects 648 Commercial. Based on the above maps, the building footprint complies with the required setbacks.. Ray Razavi City Engineer City of South San Francisco (650) 829-6652 (650) 829-6664 (Direct) (650) 438-3153 (Cell) ray.razavi@ssfnet ~o ,.,,,,A`t'e, :J °~x s - ~ Plannin Commission 0 y' VJ H J c'~LIFOR~1~o Staff Report DATE: October 2, 2008 TO: Planning Commission SUBJECT: Study Session: General Plan Amendment for the southern portion of El Camino Real between Chestnut Avenue and the City's southern boundary to allow for mixed-use development throughout the corridor Project: Consultant: Case Nos.: Address: RECOMMENDATION: South El Camino Real General Plan Amendment Dyett &Bhatia P08-0076: GPA08-0001 Southern portion of El Camino Real That the Planning Commission conduct a Study Session to provide feedback on the use, intensity and character of development that is anticipated for the southerly portion of El Camino Real (Chestnut Avenue south), see Attachment -Study Area Map. BACKGROUND/DISCUSSION: Background Planning staff has been receiving inquiries about redevelopment opportunities on many parcels along El Camino Real, south of Chestnut Avenue, most notably the shopping center at South Spruce/El Camino Real and the "Hank's Equipment Rentals" property at 934 El Camino Real. Pursuant to the general direction of both the City Council and the Planning Commission regarding promotion of the Grand Boulevard principles and the emphasis on vertically integrated `mixed-use' development along the entire El Camino Real Corridor, staff, has been promoting this type of land use mix with prospective builders. However, the City's General Plan and Zoning Ordinance do not presently support high density housing or even `mixed-use' development throughout much of the corridor. At a meeting with the City Council's Housing Subcommittee in July, staff received direction to request a scope of work from Dyett &Bhatia (in conjunction with the City's Zoning Ordinance Update scope of work) aimed at amending both the General Plan and Zoning Ordinance to further express the goals of the Council and Planning Commission. In August the City Council authorized a contract with Dyett & Bhatia to complete the aforementioned scope of work. STAFF REPORT TO: Planning Commission SUBJECT: Study Session: General Plan Amendment - El Camino Real DATE: October 2, 2008 Page 2 Direction Staff and the City's consultant are seeking the Commission's feedback on the use, intensity and character of development that is anticipated for area of El Camino Real where the `mixed-use' General plan designation is proposed (see attached Study Area Map). Examples of questions that could help shape the study session discussion include: Use Mixes o Should the City allow some or all mixes (retail, residential, office)? o Should retail be required at the ground level? Location of Retail o Should ground level retail be required to come up to the street (to create more pedestrian friendly street frontage)? Building Height and Articulation o How tall should the buildings be? o Should there be upper story setbacks or other bulk and massing controls? Sustainability & Smart Growth Amending the General Plan and Zoning Ordinance to allow for `mixed-use' development along the El Camino Real corridor, south of Chestnut Avenue is consistent with "Smart Growth" principles, which include but are not limited to creating: mixed land uses, a range of housing opportunities and choices, walkable neighborhoods, compact urban form, opportunities for transportation/transit alternatives, and an effective use of available infrastructure. Conclusion The purpose of this meeting is to provide the Commission an opportunity to. comment and provide direction to staff and the City's consultant on the `mixed-use' land use designation that is being considered for El Camino Real, south of Chestnut Avenue. The input will be used dining the General Plan Amendment and the Zoning Ordinance update. Respectfully submitted, G rry eaudin, AICP, LEED AP Senior Planner Attachment • Study Area Map SK/ghb South EI Camino Real General Plan Amendment: Study Area September 2008 Study Area 0 250 500 1,000 Feet