HomeMy WebLinkAboutRDA Reso 05-2010RESOLUTION NO. OS-2010
REDEVELOPMENT AGENCY BOARD, CITY OF SOUTH SAN FRANCISCO,
STATE OF CALIFORNIA
A RESOLUTION APPROVING THE GATEWAY BUSINESS
PARK MASTER PLAN (MP08-0002) AND THE GATEWAY
BUSINESS PARK, PHASE 1 PRECISE PLAN (PP08-0002), TO
ALLOW REDEVELOPMENT OF A 22.6 ACRE SITE LOCATED
AT 700, 750, 800, 850, 900, AND 1000 GATEWAY BOULEVARD
IN THE GATEWAY REDEVELOPMENT PLAN AND GATEWAY
SPECIFIC PLAN DISTRICT
WHEREAS, Chamberin Associates submitted an application requesting approval a General
Plan Amendment, Zoning Text Amendment, a Master Plan, a Phase 1 Precise Plan, a preliminary
Transportation Demand Management (TDM) Plan, anal a Development Agreement, which would
collectively authorize the phased removal and replacement of existing buildings on the 22.6-acre
project site and construction of five to six new buildings, six stories in height, and two to four
parking structures, in five phases from 2011 to 2020, to be located at the corner of Gateway and
Oyster Point Boulevards (700, 750, 800, 850, 900, and 1000 Gateway Boulevard), in the Gateway
Redevelopment Project Area and Gateway Specific Plan Area ("Gateway Business Park Master Plan
Project" or "Project"), subject to the terms of the Development Agreement ("Agreement"); and,
WHEREAS, the Master Plan includes Development Program & Development Standards,
Urban Design & Site Planning, Design Guidelines, Master Plant List, and a Master Sign Program
that would ensure an orderly development on the site over aten-year period, which lays out the
overall build-out plan concept including urban design and site planning objectives for the
incremental redevelopment of the site as an integrated campus, with an emphasis on sustainable
features and creates a framework for defining the campus architecture, open space elements,
pedestrian and vehicular circulation; and,
WHEREAS, the Phase 1 Precise Plan application proposes demolition of three buildings
(800, 850 & 900 Gateway) totaling 114,672 sf, and construction of two 6-story office/R&D buildings
(850 & 900 Gateway) totaling 359,800 sf; and,
WHEREAS, the Phase 1 Precise Plan is the first phase of the Master Plan development and
would incorporate all the development and design standards identified in the Master Plan documents;
and,
WHEREAS, an Environmental Impact Report (EIR) has been prepared and certified by the
City Council, 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 Master Plan, including the Precise Plan; and,
WHEREAS, for impacts identified in the EIIZ as significant and unavoidable, a Statement of
Overriding Considerations has been prepared and adopted, indicating that the benefits of the Project
outweigh the significant unavoidable effects; and,
WHEREAS, on February 10, 2010, pursuant to Municipal Code section 19.060.110 the
Redevelopment Agency Board conducted a properly noticed public hearing on the proposed Project,
to consider the Master Plan and Phase 1 Precise Plan; and
WHEREAS, as required by the South San Francisco Municipal Code (Chapter 20.57,
Gateway Specific Plan District), the Redevelopment Agency Board held a properly noticed public
hearing on February 10, 2010, to consider the proposed Master Plan and Phase 1 Precise Plan.
NOW THEREFORE BE IT RESOLVED that based on the entirety of the record before it,
which includes without limitation, 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 South San Francisco General Plan and General Plan EIR; the South San Francisco
Municipal Code; the Project applications; the Gateway Business Park Master Plan and Phase 1
Precise Plan, as prepared by DGA Architects, Kenkay Associates, BKF Engineers, Surveyors,
Planners; the EIR, including the Draft and Final EIR prepared for the Gateway Business Park Master
Plan and appendices thereto; all site plans, and all reports, minutes, and public testimony submitted
as part of the Planning Commission's duly noticed November 19, 2009, and January 21, 2010,
meetings; and all site plans, reports, and public testimony submitted as part of the City Council and
Redevelopment Agency's duly noticed, joint meeting of February 10, 2010; and any other evidence
(within the meaning of Public Resources Code §21080(e) and §21.082.2), the City of South San
Francisco Redevelopment Agency Board hereby finds as follow:
The foregoing recitals are true and correct.
2. The Exhibits attached to this Resolution, including the Conditions of Approval (Exhibit A),
the Master Plan (Exhibit B), and the Phase 1 Precise Plan (Exhibit C), are each incorporated by
reference as part of this Resolution.
3. The documents and other material constituting the record for these proceedings are located at
the Planning Division for the City of South San Francisco, 315 Maple Avenue, South San Francisco,
CA 94080, and in the custody of Chief Planner, Susy Kalkin.
4. 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.
5. By Resolution No. ,the City Council, 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 City Council has further found that the benefits of approving the Project
outweigh the Project's significant and unavoidable impacts.
6. In accordance with the required finding in SSFMC, Section 20.57.590(A), the Master Plan
and Phase 1 Precise Plan are each compatible with the intent and purpose of the Gateway specific
plan (see SSFMC, § 20.57.080), as the Master Plan and Phase 1 Precise Plan work in conjunction to
facilitate the coordinated development of property in the Gateway Redevelopment Area, by
establishing both long-term and near-term development programs and consistent standards for a
campus-like facility.
7. In accordance with the required finding in SSFMC, Section 20.57.590(B), the design and
construction standards of the Master Plan and Phase 1 Precise Plan are each designed to achieve
compliance with the design and construction standards of the Gateway Specific Plan District, in that
each are consistent with the use requirements for the District, and comply with basic design
standards such as setbacks, yard requirements, building limitation requirements, and gross floor area
ratio.
8. In accordance with the required finding in SSFMC, Section 20.57.590(C), the Master Plan
and Phase 1 Precise Plan are each consistent with the Redevelopment Plan and Owner Participation
Agreement (OPA), in that both establish and the Precise Plan implements performance criteria to
assure the high site design standards and environmental quality called for in the Redevelopment Plan
and OPA are met. For example, the proposed phased development of a high technology campus in
the Gateway Redevelopment Area is consistent with the goals of the Redevelopment Plan. Further,
the Master Plan and Precise Plan strengthen the economic base of the project area and the
community by installing public improvements needed to stimulate new development, employment
and economic growth. Finally, nothing in either the Master Plan or Precise plan impede achievement
of the Redevelopment Plan goals or conflict with the requirements of the OPA.
9. In accordance with the required finding in SSFMC, Section 20.57.590(D), both the Master
Plan and Phase 1 Precise Plan are consistent with the City of South San Francisco General Plan,
which designates the property for Business Commercial uses. The Master Plan and Precise Plan
further several General Plan goals, including:
Guiding Policy 3.5-G-1 Provide appropriate settings for a diverse range ofnon-residential
uses.
Guiding Policy 3.5-G-2 Direct and actively participate in shaping the design and urban
character of the East of 101 area.
Guiding Policy 3.5-G-3 Promote campus-style biotechnology, high-technology, and research
and development uses.
Guiding Policy 3.5-G-4 Use the East of 101 Area Plan as a guide for detailed implementation
of General Plan policies.
BE IT FURTHER RESOLVED the Redevelopment Agency Board hereby approves Master
Plan, MP08-0002 (attached as Exhibit B, and incorporated herein by reference) and Precise Plan,
PP08-002 (attached as Exhibit C and incorporated herein by reference) subject to the Conditions of
Approval contained in Exhibit A,
I hereby certify that the foregoing Resolution was regularly introduced and adopted by the
Redevelopment Agency of the City of South San Francisco at a regular meeting held on the 10th day
of February, 2010 by the following vote:
AYES: Boardmembers Pedro Gonzalez, Richard A. Garbarino, and Karyl Matsumoto,
Vice Chair Kevin Mullin and Chairman Mark Addiego
NOES: None
ABSTAIN: None
ABSENT
Nine
ATTESTS ,~~~ .~/ ~ ~'' / /
Clerk
Exhibit A
PROPOSED CONDITIONS OF APPROVAL
Gateway Business Park Master Plan and Phase 1 Precise Plan Project
P08-0034, PP08-0002 & MP08-0002
(As approve by the Planning Commission on January 21, 2010)
A. Planning Division requirements shall be as follow:
The project shall be constructed substantially as indicated on the attached Gateway Business Park
Master Plan and the Phase 1 Precise Plan, as prepared by DGA Architects, Kenkay Associates,
BKF Engineers, Surveyors, Planners; the EIR, including the Draft and Final EIR prepared for the
Gateway Business Park Master Plan and appendices thereto; all site plans, and all reports,
minutes, and public testimony submitted as part of the Planning Commission's duly noticed
November 19, 2009, and January 21, 2010, meetings; and any other evidence (within the
meaning of Public Resources Code §21080(e) and §21082.2), except as otherwise modified by
the following conditions:
1. The applicant shall comply with all applicable mitigation measures identified in the
Gateway Business Park Master Plan EIIZ and the Mitigation Monitoring and Reporting
Program (MMRP). -Prior to issuance of the first building permit the applicant shall
prepare a checklist outlining mitigation measures and status of implementation.
2. The parking ratio for the Master Plan and Precise Plan project shall not exceed 2.73
spaces per 1,000 square feet at any time. The current and all future Precise Plan
applications shall include site development plans that specify the campus-wide parking
ratio does not exceed 2.73 spaces per 1,000 square feet. If the campus-wide ratio exceeds
the 2.73 spaces per 1,000 square feet ratio, the developer shall provide a site plan that
indicates how parking spaces on the entire campus will be allocated and used.
3. Prior to approval of the first building permit, the developer shall submit a Phase 1,
Precise Plan landscaping, open space, plaza, central spine plan package, and loading area
screening, consistent with the approved the Gateway Business Park Master Plan, for
approval by the City's Chief Planner.
4. Prior to approval of the first building permit, the developer shall submit a Phase 1,
Precise Plan vehicle circulation plan, showing the location and proposed designs for
shuttle stops, for the project, consistent with the approved the Gateway Business Park
Master Plan, for approval by the City's Chief Planner.
5. Prior to approval of the first building permit, the developer shall submit building material
and color samples for the Phase 1, Precise Plan, for approval. by the City's Chief Planner.
Exhibit A -Conditions of Approval
Page 2 of 10
Prior to issuance of the first 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.
7. The applicant shall cooperate with the City in the development/implementation of a
regional shuttle service if such is considered by the City.
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 be consistent all
requirements and standards identified in SSFMC Chapter 20.120, Transportation
Demand Management, as amended by the City Council, and shall substantially reflect
the "Gateway Business Park Transportation Demand Management Program", prepared
by Fehr & Peers, Transportation Consultants, dated May 4, 2009.
b. The applicant shall be required to reimburse the City for program costs associated with
monitoring and enforcing the TDM program.
9. Prior to approval of the first building permit, the developer shall submit a Phase 1,
Precise Plan building signage and monument package, consistent with the approved
Master Sign Program for the Gateway Business Park Master Plan, for approval by the
City's Chief Planner.
10. All roof-mounted equipment, emergency generators, garbage areas, and storage areas
shall be contained in screened enclosures. The design, materials, color, and location of all
enclosures shall be subject to the review and approval of the City's Chief Planner.
11. All vehicle loading areas shall be appropriately screened from view from any street, open
space area, plaza, and pedestrian walkway, consistent with the approved the Gateway
Business Park Master Plan, for approval by the City's Chief Planner.
12. 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 maybe 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)
Exhibit A -Conditions of Approval
Page 3 of 10
B. Engineering Division requirements shall be as follow:
I. STANDARD CONDITIONS
A. 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.
B. 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. The developer shall submit a spreadsheet to the City's Engineering Division of
the existing buildings which are slated for demolitions. The spreadsheet will include the
square footage and usage of each building for the determination of credits of East of 101
traffic impact fees.
C. The developer shall provide the City with a soils report, preliminary grading plan and a
cash deposit of $5,000 for peer review. Any grading in excess of 50 cubic yards shall
require a grading permit. The developer shall be responsible to pay all fees, a $30,000
cash deposit for environmental compliance/SWPPP inspections, and bonds.
D. The developer shall provide the City with a traffic study to evaluate how the project will
affect the Gateway/Oyster Point Boulevard (OPB) Intersection, OPB/Veterans
Intersection, OPB/1000 Gateway Driveway, OPB/Eastern Driveway and the
Gateway/East Grand Avenue Intersection. The traffic study should also evaluate onsite
circulation and identify any onsite or offsite related improvements to ensure safe
ingress/egress into, out and on the project. The traffic study should include and evaluate
area for pullouts for shuttle service along Gateway or on-site.
E. The developer shall hire a licensed land surveyor to set the property lines and determine
the setback lines. The surveyor shall all stake all foundations and stamp and submit a
letter to the Engineering Division stating the property lines have been properly
established and the new structures are located away from the setback area.
F. Any work performed in the City's right-of--way shall require an encroachment permit.
The encroachment permit can be obtained at the Engineering Division. The developer
shall be responsible to bring in 4 copies of the plans and pay all fees and deposits.
Exhibit A -Conditions of Approval
Page 4 of 10
II. SPECIAL CONDITIONS
a. The developer shall remove and replace all existing sidewalk or install new sidewalk
fronting the project, which will connect to the existing bus stop near 700 Gateway Blvd.
The new sidewalk shall comply with the City's standard detail and shall provide any
required ADA handicap ramps. The work will be completed on a phase by phase basis
such that the scope of each Precise Plan will include sidewalk along the street frontage
associated with that particular Price Plan. All work shall be done at no cost to the City.
b. Any monument signs shall be placed completely on private property. The footing of such
signs shall remain on private property, out of the City's right-of--way. The developer
shall provide the Engineering Division with lines of sight analyses for each monument
sign in close proximity of any project driveway.
c. Project driveways shall be the City's standard detail for a commercial driveway. The
grade of each driveway cannot exceed a 12% grade. Unless controlled by a traffic signal,
the developer shall install a R1 "STOP" sign at each exit driveway from the project.
d. The traffic signals located at the intersection of Gateway Blvd./Oyster Point Blvd. and
the entry to the project between 700 and 800 Gateway Blvd. shall be upgraded to video
detection at no cost to the City. The developer shall contact the City's Public Works
Department to obtain a list of approved traffic video detection systems.
e. Due to construction vehicle traffic, the developer shall improve the street fronting their
development with new asphalt/slurry seal. The developer will document the condition of
the street that fronts the buildings for each particular Precise Plan phase before and after
construction and make any necessary repairs to any deterioration on the impacted streets
fronting that particular phase resulting from the construction process. An improvement
plan shall be submitted to the Engineering Division for review and approval.
f. The developer shall coordinate work with California Water Service for all water utility
work.
g. The developer shall submit a utility plan showing all sewerlines, storm drainlines, and
waterlines. The developer shall be allowed to used the existing sanitary connections and
will ensure they are correctly sized for the project. 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. All sewerlines located on-site shall remain private
and the developer shall be responsible to maintain those lines. Proper easements shall be
existing or created to run utilities lines from one parcel through the other parcels.
Exhibit A -Conditions of Approval
Page 5 of 10
h. The developer shall confirm the capacity of the sewer trunk lines located in the City's
right-of--way to determine that the existing infrastructure will be able to accommodate the
new flows generated by the project.
i. The developer shall prepare and submit a drainage report for each development phase for
review and approval by the Engineering Division. The report shall include pre- and post-
development flows. Should the post-development flows increase, the developer shall
confirm the capacity of the storm drain trunk lines downstream from the project is
adequate for the increase flow.
j . 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. The developer shall submit all
required stormwater forms and application to the Environmental Compliance Manager.
k. During the construction of the project, the developer shall ensure all dust mitigation
measures are enforced. The Environmental Compliance Officers shall conduct site visits
to inspect all environmental mitigation measures are in place and are effective.
1. Prior to the issuance of a Building Permit for the project, the applicant shall pay the
Oyster Point Overpass Contribution Fee, East of 101 Traffic Impact Fee and Sewer
System Capacity and Improvement Fee.
III. FEE CREDITS
The project includes the demolition of 2 single story R&D office buildings and 1 Childcare
Facility. The following is the calculation for fee credits towards the Oyster Point Overpass
Contribution and East of 101 Traffic Impact Fee.
Childcare Facility: 19,272 square feet. No credits can be given to this use as it is an
ancillary facility to support the employees of the 2 single story R&D office buildings. No
trips are generated from this childcare facility.
2 single story R&D offices: 95,400 square feet. Fee credits shall be based on trips:
95,400 sq. ft. x (5.30 trips / 1,000 sq. ft.) = 505.62 trips
IV. OYSTER POINT OVERPASS CONTRIBUTION FEE
Prior to receiving a Building Permit for the proposed new office/R&D development, the
applicant shall pay the Oyster Point Overpass fee, as determined by the City Engineer, in
accordance with City Council Resolutions 102-96 and 152-96. The fee will be calculated upon
Exhibit A -Conditions of Approval
Page6of10
reviewing the information shown on the applicant's construction plans and the latest Engineering
News Record San Francisco Construction Cost Index at the time of payment. The estimated fee
for the entire subject 291,000 GSF office and R&D development is calculated below. (The
number in the calculation, "9286.17", is the July 2008 Engineering News Record San Francisco
construction cost index, which is revised each month to reflect local inflation changes in the
construction industry.)
Trip Calculation
359,800 gsf R&D use @ 5.30 trips per 1000 gsf = 1,906.94 new vehicle trips less 505.62
trips (credit) = 1,402 new net trips
Contribution Calculation
1,402 trips X $154 X (9286.17/6552.16) _ $ 305,999.61
V. EAST OF 101 TRAFFIC IMPACT FEES
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 July 31, 2008)
359,800 gsf Office/R&D @ $4.60 per each square foot =$ 1,655,080.00
Traffic Impact Fee = $ 1,655,080.00
VI. EAST OF 101 SEWER IMPACT FEES (effective July 31, 2008)
The City of South San Francisco has identified the need to investigate the
condition and capacity of the sewer system within the East of 101 area, downstream of the
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, with a much greater sewage flow.
These additional flows, plus groundwater infiltration into the existing sewers, due to ground
settlement and the age of the system, have resulted in pumping and collection capacity
constraints. A study and flow model is proposed to analyze the problem and recommend
solutions and improvements.
The applicant shall pay the East of 101 Sewer Facility Development
Impact Fee, as adopted by the City Council at their meeting of October 23, 2002.
Exhibit A -Conditions of Approval
Page 7 of 10
The adopted fee is $3.19 per gallon of discharge per day (this fee is adjusted on a
yearly basis). It is determined that Office/R&D generate 400 gallons per day per
1000 square feet of development.
0.4 g/sf (400 gpd/1000 sq. ft.) x $3.74 per gallon x 359,800 sq. ft. _
$538,260.80
The sewer contribution shall be due and payable prior to receiving a
building permit for each phase of the development.
Total estimated fees:
Oyster Point Overpass Fee $ 305,999.61
East of 101 Traffic Impact Fee $ 1,655,080.00
East of 101 Sewer Improvements Fee $ 538,260.80
Total $ 2,499,340.41
(Engineering Division contact: Sam Bautista, Senior Civil Engineer (650) 829-6652)
C. Police Department requirements shall be as follow: (July 8, 2008)
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.
(Police Department contact person: Sgt. John Kallas, 877-8927)
D. Fire Prevention Division requirements shall be as follow:
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.
Exhibit A -Conditions of Approval
Page8of10
5. All buildings require fire alarms. Please submit separate plans.
6. Provide ahorn/strobe at the front of the building, which will activate upon fire sprinkler
or alarm notification. Plans shall conform to loTFPA 72 and City of South San Francisco
Municipal Code, Section 15.24.150.
7. All buildings require fire extinguishers.
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 inmost high-rise and parking structure type buildings communications
between fire crews, incident commanders and county communication is difficult and
sometimes even non-existent.
11. The access at the rear of property does not meet the CFC, provide access or provide an
Alternate Means and Methods of Construction (AMMO) to mitigate this requirement.
The AMMC shall be submitted and approved by the Fire Chief prior to the issuance of a
building permit.
(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 and must be completed prior to the issuance of a permit:
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
Exhibit A -Conditions of Approval
Page 9 of 10
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 stormwater 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.
Treatment devices must be sized according to the WEF Method or the Start at the Source
Design. Please state what method is used to calculate sizing.
5. The applicant must submit a signed Operation and Maintenance Information for
Stormwater Treatment Measures form for the stormwater pollution prevention devices
installed.
6. 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.
7. 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.
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.
Exhibit A -Conditions of Approval
Page 10 of 10
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 areas 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 meter to measure process flow.
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.
(Contact: Cassie Prudhel, Environmental Compliance Coordinator (650) 829-3840)
Resolution 2688-2009
Exhibit B
GATEWAY BUSINESS PARK MASTER PLAN PROJECT
GENERAL PLAN AMENDMENT
CHAPTER TWO -LAND USE ELEMENT
The General Plan Amendment includes the following table and text changes in "Chapter Two -
Land Use Element, Section 2.2, Land Use Framework." The amendments are noted in the Tables
2.2-1 and 2.2-2, and in the "Classification System, Business Commercial" text below. No data or
text is being deleted, however, additions to the tables and text are indicated in double-underline.
m~l~.l„ 7 7 1 Ctnr~rlnrrlc fnr ilpncity anal nPVP~(111111Pi1t TfltP.11C1tV
Land Use Designation Residential Maximum Maximum Permitted with
Density Permitted Incentives and Bonuses
(Units/net acres) FAR 1
Units/Net FAR (see
Acre Table 2.2-2
Residential 2'
Low Densit Up to 8.0 0.5 10.0 -
Medium Density 8.1-18.0 1.0 22.5 -
High Densit 18.1-30.0 - 37.5 -
Downtown
Downtown - 3.0 - -
Commercial 4
Downtown
Residential
Low Density 5.1-15.0 0.7 15.0 -
Medium Density 15.1-25.0 1.25 31.3 -
Hi h Density 25.1-40.0 - 50.0 3 -
Office - 1.0 - 2 5 s
Commercial
Community Commercial - 0.5 - -
Business Commercial - 0.5 - 1.0 5
Hotel - 1.2 - 2.0
Coastal Commercial - - __ - -
Retail - 0.5 - -
Office - 1.0 - -
Hotel - 1.6 - -
Industrial
Business & - 0.5 - 1.0 6
Technolog Park
Mixed Industrial - 0.4 0.6 ~
Resolution 2688-2009
Exhibit B -General Plan Amendment
Page 2 of 3
Business _- 0.5 - 1.0 g
Commercial g
1. Including garages for residential development, but excluding parking structures for non-residential development.
2. 20 percent density bonus is available for development within 1/4-mile of affixed-guideway transit (Caltrain, BART station or
City-designated ferry terminal) .
3. 25 percent bonus is available for projects with affordable housing, housing for elderly residents with specific amenities
designed for residents, or housing that meets community design standards that maybe specified in the Zoning Ordinance.
4. Residential uses may be permitted on second and upper floors only and are subject to a use permit.
5. Required parking must be structured.
6. Permitted for research and development uses with low employment intensity, or other uses providing structured parking.
~. Permitted for uses with low employment intensity, such as wholesaling, warehousing, and distribution.
8. See Table 2.2-2. The Gateway Business Park Master Plan, comprisine several parcels on 22.6 acres at the southeast corner of
Gatewav Boulevard and Ovster Point Boulevard. is permitted to develop up to a FAR of 1.25 with a TDM.
Table 2.2-2, Standards for Density and Development Intensity
Land Use Base Floor Incentive-Based FAR Bonu ses Total
Designation Area Ratio Maximum Attainable Other Specified Maximum
(FAR) FAR with Transportation Design Standards 2 FAR
Demand Management
(TDM) Pro am
Office 1.0 1.3 0.2 2.5
Business 0.5 0.4 0.1 1.0
Commercial 3
Business & 0.5 0.4 0.1 1.0
Technology Park
Hotels I 1.2 0.6 0.2 2.0
Mixed Industrial 0.4 - - 0.6
Coastal
Commercial
Retail 0.5 0.4 0.1 1.0
Office 1.0 0.5 0.1 1.6
Hotel 1.6 0.4 0.2 2.2
] .The Hotel FAR listed for Base, Maximum Attainable FAR with TDM, Other Specified Design Standards, and Total Maximum
FAR is applicable for all hotels located in all General Plan designated areas that permit hotel uses.
2. Discretionary; based on criteria established in the Zoning Ordinance and upon review by Planning Commission.
3. The Gatewav Business Park Master Plan. comprisine several parcels o~2~i acres at the southeast corner of Gatewav
Boulevard and Ovster Point Boulevard is permitted to develop up to a FAR of 1.25 with a TDM.
Classification System
Business Commercial
This category is intended for business and professional offices, and visitor service
establishments, and retail. Permitted uses include for administrative, financial, business,
Resolution 2688-2009
Exhibit B -General Plan Amendment
Page 3 of 3
professional, medical and public offices, and visitor-oriented and regional commercial activities.
Regional commercial centers, restaurants and related services are permitted subject to appropriate
standards. This category is intended for the emerging commercial and hotel district along South
Airport, Gateway, and Oyster Point boulevards, and South Spruce corridor. The maximum Floor
Area Ratio is 0.5, but increases maybe permitted up to a total FAR of 1.0 for uses such as
research and development establishments, or for development meeting specific transportation
demand management (TDM), off-site improvement, or specific design standards. The Gatewav
Business Park Master Plan area comprising several parcels on 22 6 acres at the southeast corner
of Gatewav Boulevard and Oyster Point Boulevard, is permitted to develop up to a FAR of 1.25
with a TDM alternative mode shift of 40 percent. Maximum FAR for hotel developments shall
be 1.2, with increases to a maximum total FAR of 2.0 for development meeting specified criteria.
1364315.1
Resolution 2688-2009
Exhibit C
GATEWAY BUSINESS PARK MASTER PLAN
CITY OF SOUTH SAN FRANCISCO ZONING CODE
PROPOSED TEXT AMENDMENTS
PART I: AMENDMENTS TO CHAPTER 20.57
The following amendments to Chapter 20.57 ("Gateway Specific Plan District") of the South San
Francisco Municipal Code are proposed pursuant to the Gateway Business Park Master Plan
Project. No amendments are proposed to any Sections that are not identified below. Text
proposed for deletion is marked in mil'°+'; Text proposed to be added is marked double
underline.
Chapter 20.57 GATEWAY SPECIFIC PLAN DISTRICT
Sections:
Article I. General Provisions
20.57.110 Notes and conditions-Precise plan approval.
In accordance with Title 7, Division 1, Chapter 3, Article 10 of the California
Government Code, the Gateway specific plan provides that the redevelopment agency
shall have the authority to 20.57.120 review and approve or disapprove precise plans and
master plans for development within the specific plan area, and the procedure for review
of such precise plans is set forth in Sections 20.57.500 through 20.57.600. Accordingly,
such precise plans shall not be subject to review under Sections 20.72.160 through
20.72.210.
Article IV. Construction Standards
20.57.400 Signs-Program-Area per site
A sign program shall be submitted as a part of the precise plan application or Master
Plan a_n_plication if a Master Plan is submitted) for a site. The area of signs appurtenant to
the use of a site shall not exceed one hundred square feet per acre of site area. The sign
area permitted for each site maybe divided into the number of single or double faced
signs appropriate for the number and size of buildings located on a site.
Article VII. Master Plan and Precise Plan Procedure for Implementation of
Specific Plan
20 57 505 Master Plan
Resolution 2688-2009
Exhibit C -Zoning Text Amendment
Page 2 of 5
An au_ulicant of a croiect that comprises multiple buildings and multiple chases, may
apply for approval of a Master Plan The purpose of the Master Plan would include the
followin~• (al to crovide a long-term framework for growth and development for a
facility (bl to provide facility-wide design guidelines for buildin~_areas, architecture,
oven space employment vehicular trio generation, cedestrian and vehicular circulation,
public infrastructure utility needs and other elements; (cl to initiate a comprehensive
CEOA review for a unified campus development; and (dl to increase expedite review
procedures for future development consistent with an approved Master Plan.
The reauired elements of a Master Plan shall include proposed phasing plan, general site
and building layout permitted uses proposed parking plan preliminary Transportation
Demand Management plan consistent with Municipal Code Chapter 20.120 (and
revisions thereto), and design guidelines.
The procedure for approval of a Master Plan shall be as described in this Chapter. Final
design of individual buildings shall comply with the approved Master Plan design
guidelines and shall be approved pursuant to Precise Plan applications, subiect to the
terms of this Chatter.
20.57.510 Precise plan required
No person shall commence any use or erect any structure or make exterior modifications
to any existing use, parking area or structure, and no building permit, variance permit or
certificate of occupancy shall be issued for any new use or structure or modification
thereof until a precise plan therefore has been approved in accordance with the
requirements set forth in Sections 20.57.520 through 20.57.600. The following shall not
require prior approval of a precise plan:
A. Change in sign copy on existing changeable signs or on signs designed to allow a
change of copy;
B. Changes required in whole or in part by a requirement of any governmental agency;
C. A permit for demolition of buildings existing in the specific plan area prior to adoption
of the Gateway specific plan enabling ordinance and a general site grading permit for the
specific plan area shall be granted without approval of precise plans therefor.-}
D Each proiect or phase identified in the Master Plan shall be reauired to obtain a
separate Precise Plan approval.
20.57.530 Contents
The following information and drawings shall be required for consideration by the
redevelopment agency, except that the executive director of the redevelopment agency
may require lesser information or fewer drawings if in his opinion the information and
Resolution 2688-2009
Exhibit C -Zoning Text Amendment
Page 3 of 5
drawings submitted meet the intent and purpose of this section; or, the executive director
of the redevelopment agency may require additional information if such additional
information is necessary to meet the intent and purpose of this section:
A. All applicable tentative, final or parcel maps within the area covered by the proposed
precise plan;
B. A legal and physical description of the site including boundaries, easements, existing
topography, natural features, existing buildings, structures and utilities;
C. A plot or site plan, drawn to scale which depicts all proposed on-site improvements
and utilities and the locations of same in accordance with the standards established in the
Gateway specific plan;
D. A landscape plan drawn to scale which sets forth information pertinent to the
landscape requirements of the Gateway specific plan and the zoning ordinance and shows
all existing trees and shrubs on the site;
E. Grading and drainage plans unless the city engineer determines they are unnecessary
for the review process;
F. Architectural plans and exterior elevations indicating profiles, glazing and materials
drawn to scale. The applicant shall submit one colored fullsize print showing elevations
drawn to scale and ten 8-1/2" x 11"reductions showing all land uses and buildings;
G. Scale drawings of all signs and light standards with details of height, area, color and
materials specified therein; H. Any other drawings or additional information necessary for
the redevelopment agency to review and make its determination as required hereby.-}
H A Phasing Plan shall be reauired as cart of a Master Plan annlication.
20.57.540 Changes after Approval
If significant changes to an approved precise plan or master elan are desired by the
applicant, a revised precise plan or master plan shall be submitted and processed
according to the procedures established herein for approval of the original precise plan.
Revisions which are minor in nature, other than those applied as a condition of approval,
shall be reviewed and. approved by the executive director of the redevelopment agency.
20.57.550 Guidelines for review
In reviewing precise plans pursuant to the Gateway specific plan, the redevelopment
agency shall review to ensure consistency with an avnroved Master Plan for the site, and
shall adhere to the standards set forth in Sections 20.57.160 through 20.57.470 and shall
further attempt to foster and promote the general character and purposes of the specific
plan area as set forth in the redevelopment plan and the owner participation agreement.
(Ord. 868 Exh. A § G (6), 1981)
20.57.565 Design review
Resolution 2688-2009
Exhibit C -Zoning Text Amendment
Page4of5
Each application for a precise plan or master elan shall be referred to the design review
board, which shall formulate a recommendation to the agency. The agency shall adopt
design guidelines for master elan and research and development and office/sales/service
projects. These guidelines, which maybe amended from time to time, shall provide the
standards for the design review of these projects.
20.57.570 Executive directors review
The executive director of the redevelopment agency shall review the application in light
of the guidelines and standards set forth in Sections 20.57.160 through 20.57.470, and
shall consult with the staff of affected departments and offices of the city in connection
with the review of each precise plan or master elan. Upon completion of his review and
consultations, the executive director shall submit the precise plan or master elan to the
board of the redevelopment agency and shall recommend that the board of the
redevelopment agency approve, conditionally approve, disapprove or suggest
modifications to the precise plan or master plan.
20.57.580 Redevelopment agency approval decision
The redevelopment agency shall approve, conditionally approve, disapprove or suggest
modifications to the precise plan or master Man. Any conditions shall be reasonable, and
designed to assure attainment of the standards established in Section 20.57.550. No
approval shall be unreasonably withheld by the board if the precise plan or master
shall be within the standards set forth in Section 20.57.550. If the board disapproves
the precise plan or master plan, it shall specify the standards or conditions which have not
been met. If the board fails to approve, approve with conditions, disapprove or suggest
modifications to the precise plan or master plan as submitted by the applicant within
forty-five days following the date the complete precise plan or master Man (plus any
period of extension under Section 20.57.560) was submitted to the executive director of
the redevelopment agency, the precise plan or master Ulan shall be deemed approved.
20.57.600 Expiration of approval
Any building permit or variance permit for which a precise plan has been approved,
conditionally approved or modified shall lapse and shall be deemed void two years after
the date thereof if a building permit has not been issued therefor and/or construction has
not commenced or has not proceeded with due diligence thereafter. Reasonable
extensions of time maybe granted by the board of the redevelopment agency. Master Plan
projects are subiect to the approved phasing Ulan and a precise plan for the buildings
within each phase Any changes to the Phasing Plan shall be subiect to approval by the
Redevelopment A~ency.
Resolution 2688-2009
Exhibit C -Zoning Text Amendment
Page 5 of 5
PART II: AMENDMENTS TO CHAPTER 20.120
The following amendments to Chapter 20.120 ("Transportation Demand Management") of the
South San Francisco Municipal Code are proposed pursuant to the Gateway Business Park
Master Plan Project. No amendments are proposed to any Sections that are not identified below.
Text proposed for deletion is marked in ~l~~t~; Text proposed to be added is marked
double underline.
Table 20.120.030-D: Alternative Mode Use Requirements for an FAR Bonus
General Plan Land Use Requested FAR Alternative Mode Use
Classification Re uired Percent
Office 1.10 - 1.59 30.0
1.60 - 1.99 36.5
2.00 - 2.30 45.0
Business Commercial/Coastal 0.51 - 0.69 30.0
Commercial or Business 0.70 - 0.80 32.0
Technology Park 0.81 - 9:981.0_ 35.0
1.01 - 1.12 38.0
1.13 - 1.25 40.0
Hotel (in either Business 1.21 - 1.49 30.0
Commercial or Coastal 1.50 - 1.69 32.0
Commercial) 1.70 - 1.80 35.0
1364187.1
Resolution 2688-2009
Exhibit D
DEVELOPMENT AGREEMENT
Gateway Business Park Master Plan Project
This DEVELOPMENT AGREEMENT FOR THE GATEWAY BUSINESS PARK MASTER PLAN
PROJECT is dated 2010 ("Ag_reement"), between CHAMBERLIN
ASSOCIATES, a California ("Owner"), and the CITY OF SOUTH SAN
FRANCISCO, a municipal corporation organized and existing under the laws of the State of
California ("Clty"), on the other hand. 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 consisting of A 22.6-acre site located at the
corner of Gateway and Oyster Point Boulevards (700, 750, 800, 850, 900, and 1000 Gateway
Boulevard), in the Gateway Redevelopment Project Area and Gateway Specific Plan Area, as
shown and more particularly described in Exhibit A, attached (the "Pro ert "); and
D. WHEREAS, Owner has a legal or equitable interest in the 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 in (i) the Gateway Business Park Master Plan, dated
October, 2009, prepared by Kenkay Associates, and (ii) the Phase 1 Precise Plan, dated
October, 2009, prepared by DGA Architects, Kankay Associates, and BKF Engineers
Surveyors Planners, attached hereto as Exhibit B and Exhibit C, respectively; and
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
Resolution 2688-2010
Exhibit D -Draft Development Agreement
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,
WHEREAS, on , 2010, the City Council adopted Ordinance No.
approving and adopting this Agreement and the Ordinance thereafter took effect on
.2010.
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:
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, 2020. 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 the phased removal and replacement of existing buildings on the 22.6-acre prof ect
site and construction of five to six new buildings, three to seven levels in height, and two to
four parking structures, in multiple phases from 2011 to 2020, and exterior landscaping and
Page 2 of 22
Gateway Business Park Master Plan Project 01/21/2010
Resolution 2688-2010
Exhibit D -Draft Development Agreement
driveways, and other related improvements, to create a connected, pedestrian-friendly
campus-style development, as more particularly described in the Master Plan (including the
Master Plan Design Guidelines) and the Phase 1 Precise Plan (attached as Exhibit B and
Exhibit C respectively) 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 Master Plan and Phase 1 Precise Plan, 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. The Project will be
redeveloped in multiple phases. Each new phase of development will adhere to the
governing Municipal Code provisions applicable to the Property, as well as the
development guidelines set forth in the Gateway Master Plan Development
Standards, including the implementation of access, service and parking needs to
support each new phase of redevelopment. During each particular redevelopment
phase, Owner will maintain existing access, service and parking needs to support
existing improvements located on portions of the Property, yet to be redeveloped
during subsequent phases. Plan details for subsequent phases will be submitted to
the City for appropriate review and approval, in the form of future Precise Plans.
(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 Master Plan and Phase 1
Precise Plan (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 Master Plan and Phase 1 Precise Plan (as approved by the City
Council); provided, 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) Owner shall cause the Project to be submitted for certification pursuant to the
Leadership in Energy and Environmental Design (LEED) Green Building Rating
Page 3 of 22
Gateway Business Park Master Plan Project 01/21/2010
Resolution 2688-2010
Exhibit D -Draft Development Agreement
System of the U.S. Green Building Council. Owner shall use good faith efforts to
achieve a "Silver" rating, pursuant to the LEED Green Building Rating System.
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.
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,
(d) All applicable processing, administrative and legal fees have been paid subject to the
provisions of this Agreement; and,
(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, the Master Plan and Phase 1 Precise Plan,
Transportation Demand Management Plan, 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.
Page 4 of 22
Gateway Business Park Master Plan Project 01/21/2010
Resolution 2688-2010
Exhibit D -Draft Development Agreement
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 Master Plan and Phase 1 Precise Plan, in the event Owner is unable to acquire such
easements or properties or 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 subj ect 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.
Page 5 of 22
Gateway Business Park Master Plan Project 01/21/2010
Resolution 2688-2010
Exhibit D -Draft Development Agreement
(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. Reserved
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.
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) Fees. Owner shall not be responsible for any fees imposed by the City in connection
with the development and construction of the Project, except as outlined in this
Agreement, the Master Plan and Phase 1 Precise Plan, and those in existence as of
the effective date of the Agreement. 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. 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.
1) Impact Fees. Owner shall pay the East of 101 Traffic Impact fee, the Oyster
Pt. Interchange fee, the Sewer Impact fee, and the Childcare fee, based on the
Page 6 of 22
Gateway Business Park Master Plan Project 01/21/2010
Resolution 2688-2010
Exhibit D -Draft Development Agreement
application of the formulas in effect as of the time the City issues each building
permit for each phase of the Project, and shall be payable substantially
concurrently with, but not later than, the issuance of each such building permit.
All such impact fees shall be based on net new square footage.
2) Park In-Lieu Fee. As of the date of this Term Sheet, the City is evaluating a
"Park In-Lieu Fee" to support the creation of additional public open space in lieu
of requiring that applicants avail one-half an acre per 1,000 new employees, to
the public in the East of 101 area. If implemented, Owner will be responsible for
such Park In-Lieu Fee, with a maximum cap of $4.78/sf. The actual fee, if
implemented, maybe lower, in which case Owner would be responsible for the
actual fee in effect at the time the City issues each building permit for
development subject to the fee . If the Park In-Lieu Fee allows for a credit ,
Owner shall receive a credit to offset a portion of the Park In-Lieu, for
development private open space created within the Gateway Master Plan.
Owner's credit shall be identical to the credit, if any, allowed under the Park In-
Lieu Fee program, except that (i) in no case, shall owner receive a credit
offsetting less than 25% of Owner's required fee, or more than 50% of Owner's
required fee; and (ii) in no case shall zoning or building code required open areas,
including but not limited to the ten-percent landscaping requirement (SSFMC,
§ 20.73.050(c)) and setbacks, be counted towards any offsetting credit.
(b) Child Care. If the existing day care facility located at 850 Gateway Boulevard
remains in place, and retains its status as a fully licensed and operational childcare
facility serving at least 100 children, no additional childcare requirement (other than
the City's Childcare Fee described in SSFMC, Chapter 20.115) will be imposed.
However, if the 850 Gateway Boulevard facility is eliminated:
1) Owner shall construct and have ready for occupancy, a childcare facility of
approximately 8,000 square feet designed to accommodate a minimum of 100
children within the Project no later than the earlier of:
i. the date when the stabilized employee population within the Project reaches
that required to sustain a facility that accommodates a minimum of 100
children or
ii. occupancy of the final building to be constructed under the Gateway Master
Plan or
iii. one year prior to the expiration of this Agreement
Accordingly, Owner shall submit design plans for the childcare facility no
later than December 31, 2016, and shall obtain all required permits, including
Page 7 of 22
Gateway Business Park Master Plan Project 01/21/2010
Resolution 2688-2010
Exhibit D -Draft Development Agreement
building permits and commence construction of the facility no later than
December 31, 2017. If the childcare facility is open to the public, City and Owner
may mutually agree to allow the City to operate the facility.
2) Notwithstanding the foregoing, if circumstances prevail that new construction
does not exceed 650,000 square feet and the existing day care facility at 850
Gateway Boulevard is eliminated, Owner may alternatively meet this requirement
by providing a one dollar ($1) per square foot in-lieu fee for the net new
construction that has occurred. Each year after 2010, the per square foot fee shall
automatically be increased at a rate equal to the Change from Prior Year for the
Consumer Price Index-All Urban Consumers, for the San Francisco-Oakland-
San Jose Area. If Owner elects to satisfy this childcare requirement through
payment of this in-lieu fee, the in-lieu fee shall be paid no later than December
31, 2019.
3) If the 850 Gateway Boulevard facility is eliminated or not fully licensed and
operational as described above, and Owner fails to either construct a new facility
by the deadline described in subparagraph A, or pay the in-lieu fee by the
deadline described in subparagraph B, Owner shall instead pay a fee equal to the
City's estimated reasonable costs, including all costs associated with site
acquisition (including, if necessary, eminent domain), environmental review,
permitting, and all other expenses and fees, including attorney's fees, required to
construct a childcare facility of equivalent size and quality as that described in
subparagraph A.
(c) Transportation Demand Management Plan. 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% alterative
mode usage when the project is built out to a 1.0 FAR or less, or a graduated scale
between 35% and 40% alternative mode usage ("Targeted Alternative Mode Usage")
when the Project is built out between a 1.0 and 1.25 FAR, by employees within the
Project. The Targeted Alternative Mode Usage will be determined as follows:
FAR Alternative Mode Usage
~.0 35%
1.01 - 1.12 38%
1.13 - 1.25 40%
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
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employee commute methods, which information shall be obtained by survey of all
employees working in the redeveloped buildings on the Property. All non-responses
to the employee commute survey will be counted as a drive alone trip. TDM
monitoring shall be required and conducted pursuant to South San Francisco
Municipal Code, Chapter 20.120, as that Chapter may be revised, amended, or
reorganized from time to time.
1) TDM Reports: The initial 'TDM report for each redeveloped 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 of
the redeveloped 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 City covering all of the
redeveloped buildings on the Property which are submitting their second or later
TDM reports.
2) 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 the Targeted Alternative Mode Usage, based on the
number of employees in the redeveloped buildings at the time, providing
supporting statistics and analysis to establish attainment of the goal; or (2) state
that the applicable property has not achieved the Targeted 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 Targeted Alternative Mode Usage.
3) Penal for Non-Compliance: If after the initial TDM report, subsequent
annual reports indicate that, in spite of the changes in the TDM plan, the Targeted
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 Targeted Alternative Mode Usage goal.
i. 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 City's sole
discretion, may be used by Owner toward the implementation of the TDM
plan instead of being paid to City. If the penalty is used to implement the
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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 Office,
Commercial, Retail and 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
Targeted Alternative Mode Usage goal.
iv. 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.
(d) Transit Station or Ferry Terminal 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, the Oyster Point Ferry terminal and/or their associated facilities.
The in-lieu fee shall be in the amount of one dollar per SF of building area excluding
parking structures for each phase of development and shall be payable in two (2)
equal installments per phase. 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 building, 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 building.
(e) Mass Decontamination System Contribution. As Owner's "fair share"
contribution to the City's emergency preparedness, Owner shall pay an in-lieu fee to
be used to fund a portion of the costs of purchasing a mobile, prefabricated mass
decontamination system, capable of serving ambulatory and non-ambulatory,
chemically contaminated persons at a rate of not less than two hundred fifty (250)
persons per hour. The in-lieu fee shall be in the amount of $0.10 per gross square
foot, and shall be payable prior to the issuance of a Certificate of Occupancy for the
shell of each building to be constructed as part of the prof ect. The in-lieu fee shall be
payable by Owner until the system is fully funded and shall be deposited and held in
a separate account by the City.
(f) EIR. The Parties will adhere to the Conditions of Approval for the Project and the
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Mitigations which result from the Environmental Impact Report ("EIR") and
Mitigation Monitoring and Reporting Program ("MMRP"). Entitlement review for
future Proj ect phases will be limited in scope, so long as consistent with the EIR and
Master Plan book and Design Guidelines.
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 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. Assi ng_ment
(a) R~ht 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 assignment 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.
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(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),
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 Obligations. 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).
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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 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 Citymay
obtain, but is not required to obtain, substitute coverage and charge Owner
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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, 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.
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(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.
21. Amendment or Cancellation of Agreement
This Agreement maybe 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,
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(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.
(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 Party. 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 Party. 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
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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.
28. Binding 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. Bankruptcy
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
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("Mort ag_gees"), 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 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 time as the lien of the Mortgage has been extinguished, the City shall:
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.
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(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
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 maybe 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.
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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, anal 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.
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
Exhibits to this Agreement, including the following, are all incorporated into this
Agreement by reference, as if set forth fully herein.
Exhibit A -Legal Description and Map of Property
Exhibit B -Gateway Business Park Master Plan
Exhibit C -Gateway Business Park Phase 1 Precis Plan
Exhibit D -Conditions of Project Approval and MMRP
36. Notices
All notices required or provided for under this Agreement shall be in writing and delivered in
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Gateway Business Park Master Plan Project 01/21/2010
Resolution 2688-2010
Exhibit D -Draft Development Agreement
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:
Chamberlin Associates
5880 W. Las Positas Boulevard, Suite 34
Pleasanton, CA 94588-8552
Attn:
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.
*~***~x********************************~x*********
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Gateway Business Park Master Plan Project 01/21/2010
Resolution 2688-2010
Exhibit D -Draft Development Agreement
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:
Steven T. Mattas, City Attorney
Barry M. Nagel, City Manager
OWNER:
CHAMBERLIN ASSOCIATES
a California
By:
Print Name:
Print Title:
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Gateway Business Park Master Plan Project 01/21/2010
EXHIBIT A
PROPERTY DESCRIPTION
Resolution 2688-2010
Exhibit D -Draft Development Agreement
EXHIBIT B
GATEWAY BUSINESS PARK MASTER PLAN
Gateway Business Park Master Plan Project
Resolution 2688-2010
Exhibit D -Draft Development Agreement
EXHIBIT C
GATEWAY BUSINESS PARK PHASE 1 PRECISE PLAN
Gateway Business Park Master Plan Project
Resolution 2688-2010
Exhibit D -Draft Development Agreement
EXHIBIT D
GATEWAY BUSINESS PARK
CONDITIONS OF APPROVAL AND MMRP
Gateway Business Park Master Plan Project
Resolution 2688-2009
Exhibit E
Preliminary TDM Plan