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HomeMy WebLinkAboutReso 12-1988 RESOLUTION NO. 12-88 CITY !COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND ROUSE & ASSOCIATES - OYSTER POINT PHASE I & II FOR FUNDING THE OYSTER POINT SEPARATION WHEREAS, Developer is the owner of that certain parcel of land known as 700-1000 Gateway Boulevard, APN 015-023-140, 190, 200, and 260; and WHEREAS, City has by Resolution No. 171-84, adopted a funding formula for the paYment of the cost of construction of the Oyster Point Separation; and WHEREAS, the Developer has obtained approval of a Precise Plan (PP-87-13) for a six!building business park, and the approval includes a condition that Developer!contribute to the cost of construction of the Oyster Point Separation: NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the Mayor is authorized to execute the Agreement entitled "Agreement Between the City of South San Francisco and Rouse & Associates - Oyster Point I and II For Funding The Oyster Point Separation". A copy of the Agreement is attached as Exhibit "Z". I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a regular meeting held on the 27th day of January , 1988 , by the following vote: AYES: iCouncilmembers Mark N. Addiego, Gus Nicolopulos, Roberta Cerri iTeglia, and Jack Drago NOES: iNone ABSTAIN: !None ABSENT: !Councilmember Richard A. Haffey EXHIBIT "Z" TO RESOLUTION NO. 12-88 AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND ROUSE & ASSOCIATES - OYSTER POINT I & II FOR FUNDING THE OYSTER POINT SEPARATION THIS AGREEMENT is dated January 27, , 1988 and is by and between the City Of South San Francisco (hereinafter "City") and Rouse & Associates - Oyster Point Phase I, a Pennsylvania Limited Partnership and Rouse & Associates - Oyster Point Phase II, a Pennsylvania Limited Partnership (hereinafter "Developer"). WHEREAS, Developer is the owner of that certain parcel of land known as 700-1000 Gateway Boulevard, APN 015-023-140, 190, 200 and 260 (hereinafter the "Property?); and WHEREAS, City has, by Resolution No. 71-84, adopted a funding formula for the payment of the cost of construction of the Oyster Point Separation; and WHEREAS, the Developer has obtained approval of a Precise Plan (PP-87-13) for a six,building business park to be constructed on the Property, and approval thereof i~cludes among other things, a condition that Developer contribute to the cost of construction of the Oyster Point Separation; and WHEREAS, City and Developer now desire to enter into an Agreement to pro- vide the mechanics for Developer to fund Developer's share of the Oyster Point Separation; NOW, THEREFORE, the City and Developer agree as follows: 1. Definitions. la) The terms the "Project" or the "Property" mean the six building business Park constructed at 700-1000 Gateway Boulevard, South San Francisco, CA. lb) The term "Developer" means Rouse & Associates - Oyster Point, Phase I and Phase II, two Pennsylvania Limited Partnerships and includes any and all of DeVeloper's successors in interest or assigns of any description. (c) The "Oyster Point Separation" means a proposed grade separation at Oyster Point Boulevard and the Southern Pacific tracks; together with any related freeway access and street improvement including, without limitation, the freeway over-crossiing, curbs, gutters, bicycle lanes, sidewalks, landscaping, signs and signals, land acquisition, utility and storm drain relocations, environmental assessments and reports, architecture and engineering. ()d) The "cost of construction of the Oyster Point Separation" means the total cost of environmental studies, the total cost of construction, the total cost of acquisition of lands and easements and all incidental costs and contin- gencies thereto, including engineering, supervision and inspection as incidental to construction and acquisition and including any financing costs, such as bond discount,!reserve fund, bond counsel fees and printing and advertising costs, which ariSe from any bond financing necessary to provide funds or repayment of funds for)constructioncosts of the project. (e) "ADT" means average daily trip generation oriented to or from Highway 101, northbound, southbound, or crossing Highway 101. The Project ADT for each type of development in the Project shall be as set forth in Exhibit 1 to Exhibit "A", attached and incorporated. )(f) ·Total Project ADT" means the total ADT generated by types and densitiesl of use on the Property for which final discretionary approval has been granted by City. i(g) "Contribution" is the cash amount Developer is obligated to pay based upon the iformula contained in Exhibit "A", as applied to total Project ADT. g. Developer Contribution. Developer shall Contribute to the cost of the Oyster point Separation at a rate in accordance with the Oyster Point Contribution Formula Set forth in Exhibit "A". -2- nl · 3. Payment of Contribution. (a) Developer shall pay Developer's Contribution for the Cost of Construc- tion at th~ Oyster Point Separation in cash at such time and in such amounts as requested iby City, except as to requests made pursuant to subparagraph 3(c) and except as iprovided in subparagraph 3(f). (!b) Developer shall pay to City as follows: (i) $320,850.00 at the issuance of a certificate of occupancy for Phase I of the project or August 1, 1988, whichever comes firsti and (ii) $193,575.00 at the issuance of a certificate of occupancy for Phase II of the project or August 1, 1990, whichever comes first~ Prior to receipt of a Certificate of Occupancy, Developer shall provide security for all unpaid amounts, as requested by the City Manager and subject tO the approval of the City Attorney. Upon Developer's payment of the above amounts, Developer will have paid a contribution of $514,425.00, which is equal to the payment for Developer's total project ADT of 2995 at the date this Agreement is executed. In the event that Developer obtains final discretionary approval for changes in the densities or types iof use authorized on the Property, then Developer's Contribution based upon total Project ADT shall be adjusted in accordance with Exhibit "1" to Ex- hibit "A". Thereafter, Developer shall, prior to the issuance of a building permit for any building (or modification thereto) within the project which generates ADT in excess of the Total Project ADT set forth above, pay its Cash Contribution based upon ADT for the building (or modification) for which the permit is to be issued. -3- (c) Developer may; at its own election, secure its obligation pursuant to subparagraph 3(b) above by posting with the City an unconditional letter of Credit substantia)ly complying with the form shown in Exhibit "B"; drawn only upon "Accept- able Finanlcial Institutions" as listed in Exhibit "C", in the amount of all of Developer'is cash contribution then due and unpaid times the Engineering News Record Construction Cost Index for San Francisco at date of Cash Payment divided CCI by 5139.6i (i.e. Contribution X b139.bl - Amt. of Letter of Credit payable to City). Upon such a posting, Developer shall have met the prerequisite of sub- paragraph 3(b) for the issuance of a certificate of occupancy. Thereafter, Developer shall~ upon a request for funds pursuant to subparagraph 3(a) above, pay its cash contribution into the Oyster Point Separation Fund within thirty (30) days of the request. (d) Construction of the Oyster Point Separation could proceed at such a rate that funds will be needed for that improvement before Developer's Contribution would otherwise be required hereunder. If that occurs the City shall request and Developerishall pay in cash the full amount of Developer's Contribution based on .the TotaliProject ADT not already paid in cash. Upon such request by City, Developer shall pay such amounts within thirty (3D) days of City's request therefor. In the event that City collects Developer?s Contribution pursuant to this subparagraph 3(d) and the Oyster Point Separatioin is not physically under construction prior to December 31, 1993, City shall refund all contributions made by Developer plus interest, if any, earned thereon. : i(e) All cash and letters of credit shall be held by the City in a special fund, segregated from all general funds of the City, which shall be irrevocably earmarked for the Cost of Construction of the Oyster Point Separation as herein --4-- defined and for no other purpose or purposes whatsoever unless and until the repayment )provisions of Paragraph 4 of this Agreement are implemented. All interest earned on cash within the Fund shall be credited to the Fund. (!f) City agrees to make any requests for cash pursuant to this Paragraph 3 upon all developers who are required to contribute to the Oyster Point Separation. Such request shall be made upon each developer in an amount equal to the amount that the Developer's proportionate share of the total Cost of Construction of the Oyster Poiint Separation bears to the total request then being made. Nevertheless, City shall not be required to successfully collect the contribuitons, and Develop- er's obligation under this Paragraph 3 to pay its Contribution in a timely fashion shall not!be affected by failure of the City to collect the contributions of other developers. Upon City's request for a cash Contribution by Developer, whether for Cost of Construction as contemplated in subparagraph 3(a) above or for the full amount of:the projected Contributions by Developer as contemplated in subparagraph 3(d) above, processing of all subdivision or parcel maps and of building permits and occupancy permits shall be halted for development on the parcel or parcels owned by Developer until payment of Developer's cash Contribution is received. City will ~pay an amount equal to its proportionate share of the Cost of Con- struction:of the Oyster Point Separation at the same timethat it expends Developer'~s proportionate share. 4. Refunds of Excess Payments. It is recognized that the City will make every effort to,secure maximum participation in the Oyster Point Separation Project, and for g~eater state and/or federal contributions to the Oyster Point Separation. Any funds~collected in excess of those needed for the local share contribution and interest on such excess funds shall be refunded to Developer in accordance with the Oyster Point Separation Fund Repayment Formula detailed in Exhibit "D", attached and incorporated. --5- 5. NolFurther Fees or Contributions. It is understood and agreed that the obligation!of Developer to contribute based upon Total Project ADT and to perform other obligations expressed herein shall be the sole obligation of Developer or any other owner of all or any portion of the Property with respect to the construction of the Oyster Point Separation or any part thereof or with respect to traffic mitigation at the Oyster Point/Southern Pacific/Highway lO1 intersections as required by the intensity of development approved in the Use Permits and/or Subdivision Maps approved prior to this Ageement except as provided in above. Nol other construction, payment of fees, or contribution or the like with respect toi the Oyster Point Separation or any part thereof shall be required of Developer !or any owner of any portion of the Property as a condition to or in connection with issuance or approval of any subdivision map, parcel map, use permit, building permit, occupancy permit, or any other permit approval or auth- orization!whatsoever. 6. A~signment: (a) Developer may at any time or from time to time lease, sell or other- wise transfer or assign (hereinafter "transfer") its rights, title or interest in or to all or any portion of the Property. Immediately upon such a transfer, Developerishall notify the City of the name and address of the transferee and shall supply City with a signed original of the "Assignment." lb) Notwithstanding the foregoing, Developer agrees that Developer shall remain primarily liable for the Contribution due with respect to any lot or parcel! conveyed by Developer until the City receives the cash payment con- templatedlin Paragraph 3 above, whereupon Developer's total obligation shall be reduced by the ADT attributable to the cash payment. Developer also specifically agrees that Developer shall pay~ within thirty 130) days of City's request~ any and all cash contributions required as a condition to issuance of a building permit for any building (or modification there- to) the u~e of which will generate ADT on the Property in excess of 2995 when the building permit is requested for construction or modification to a building on the Property owned by the Developer on the date of this Agreement and subsequently conveyed bY Developer by sale or lease or otherwise. 7. Recordation. The Developer shall, upon execution, cause a copy of this Agreement and any amendments to it or assignments of rights or responsibilities hereunder to be recorded in the Office of the Recorder of the County of San Mateo as a restrictive covenant upon the Property immediately upon its execution. 8. Notices. All notices required or permitted to be given hereunder shall be in writing and deemed to be given and received when either personally delivered or forty-eight (48) hours after deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, and addressed as follows: To City: City Clerk P.O. Box 711 South San Francisco, CA 94083 To Developer: Rouse & Associates - Oyster Point Phase I Limited Partnership 32990 Alvarado-Niles Road, Suite 990 Union City, CA. 94587 Each party by notice as herein provided may change such address for purposes of subsequent notices. 9. Captions. The captions of articles, sections and paragraphs are for convenience only and shall not affect the meaning of this Agreement. 10. Capitalized Terms: All capitalized items which are defined terms shall have the meanings set forth in this Agreement. 11. Time. Time is of the essence in this Agreement. =7= 12. G~verning Law: This Agreement shall be governed by the laws of the State of ~alifornia. 13. Invalidity or Illegality. If any provision, or portion of a provision is adjudicated illegal or unenforceable, the remaining provisions, or portions of such provisions, of this Agreement shall remain in full force and effect. 14. A~torney's Fees. In the event of any litigation to construe, interpret or enforce this Agreement, the prevailing party shall be entitled to recover reasonabl~ attorneys' fees and costs in addition to other such relief as the Court mayi award. IN wITNESS WHEREOF, the undersigned have executed this Agreement. ATTEST: APPROVED AS TO FORM: By: By: ROUSE & ASSOCIATES - OYSTER POINT PHASE I a Pennsylvania Limited Partnership; and ROUSE & ASSOCIATES - OYSTER POINT PHASE II a Pennsylvania Limited Partnership CITY OF SOUTH SAN FRANCISCO a Municipal corpration -8- OYSTER POINT CONTRIBUTION FORMULA 1. Generali Provisions: Contributions shall be based upon weekday Average Daily Trip (ADT) generation by variousiland uses as set forth in Exhibit 1 attached hereto and incorporated herein by reference as though set forth verbatim. Note: (a) When ADT generation is based upon gross square foot- age of a building, the gross square footage includes the total floor area within the building shell, which shall be computed by measuring to the inside finished surface of permanent outer building walls. The gross square footage of a building shall be the sum of the square footage of all enclosed floors of the building, including basements, mechanical equipment areas, corri- dors and general support areas and the like. Gross square footage shall not include first floor open lobby area in excess of four hundred (400) square feet, atrium openings which extend to floors above the atrium floor, or Penthouses used exclusively to house mechanical equip- ment. Credit may be given for ADT generated by uses pre- viously existing on the parcel(s) proposed for development if those previous uses were lawful and active within two (2) years prior to the date and project proposal was accepted by the City as a complete application. 2. Contribution Rate: Engineering News Record Construction Cost Index For San Francisco at date of Cash Payment Amount of ~DT x $154' x 5139.61'* = Contribution 3. Methods of Payment: (ia) In most cases, payment or guarantees of payment shall be made prior to issuance of building permits. (b) In some cases (i.e. projects underway prior to adoption of the formula contained herein) guaranteed delayed payment plans may be approved by agreement with adequate surety. Delayed payment agreement Will be subject to adjustment in accordance with Engineering News Record index changes. In no case shall the per-trip contribution amount be less :han the $154 figure set forth above. Should the Engineering News Record Zndex be discontinued, the formula provided above shall be converted to any new or changed index which might replace said index. *The $154 figure set forth above is based upon the total estimated :cost of the Oyster Point Separation divided by the projected total !ADT applicable to that project. **July, 1983 Engineering News Record Construction Cost Index for San Francisco. EXHIBIT "A" Land Use Truck Termi nal General Industrial Manufacturing Warehousing Hotel Motel General Office Bui 1 ding Research Center Recreational Club Dinner HoUse Restaurant EXHIBIT i TO OYSTER POINT CONTRIBUTION FORMULA General Description ADT Trip Rate Per 1000' Gross Square Feet Facilities where goods are transferred between trucks, trucks and railroads, or trucks and airports. 9.86 Typical uses are printing plants, material testing laboratories, assemblers of data processing equipment, and power stations which usually employ less than 500 emp- loyees with an emphasis on uses other than manufacturing. 5.46 Primary activity is the conversion of materials or parts into finished products. Facilities which are all or largely devoted to storage of materials. 3.99 l) 4.50 Place of lodging which generally contains one hundred (100) or more lodging rooms or suites and which could include restaurants, cocktail lounges, meeting rooms, banquet rooms, and other retail and service shops within the same building. 10.50 (Per Room) Place of lodging which ordinarily contains less than one hundred (100) rooms or suites which could include a restaurant on the same premises. 10.14 (Per Room) Office building housing one or more tenants 12.30 and is the location where the affairs of a business, commercial or industrial organization, professional person or firm are conducted and related support services. Facilities or groups of facilities devoted nearly exclusively to research and develop- ment activities. 5.30 Privately owned facilities including tennis courts, swimming pools, racquet ball courts, handball courts, and other minor gymnastic facilities. 11.70 Eating establishments of high quality in interior furnishings and food which generally have a customer turnover rate of one hour or longer and are not open 24 hours per day. 56.30 Page i of 3 Land Use EXHIBIT i TO OYSTER POINT CONTRIBUTION FORMULA General Description ADT Trip Rate Per 1000' Gross Square Feet High Turn-over Restaurant! Eating establishments which generally have a customer turn-over rate of less than one hour, including, but not limited to, coffee shops, cafeterias and delicatessens. 164.40 Shopping Center General commercial An integrated group of commercial est- ablishments which is planned, developed owned, and managed as a Unit: Under 50,000 Gross Square Feet 50,000 Gross Square Feet and Greater Establishments contained within freestand- ing con~nercial buildings including strip commercial buildings. 115.8 79.1 2) 48.00 Banks and Savings and Loan Marina Single Family Dwellings Townhouses Condominiuims and Apartments Contain banks or savings and loan facilities. Public or private marina with some having social activities scheduled throughout the week. 74.00 3.2/berth 3) lO.O/unit 3) g.O/unit 3) 5.0/unit Except fo~ general office buildings and banks and savings and loan use, all land use listed above shall be calculated at the applicable primary land use rate not- withstandi!ng the fact that the use may include up to 25% of office use ancillalry to the pri)mary use. Office use exceeding 25~ for a given structure shall be computed at the general use rate as set forth above. Any other uses in the same structure)shall be computed as a separate use of that structure. The folloWing typical example would apply to a 50,000 square foot industrial building Which contains 30% Office, 2~ Delicatessen, 8~ General Industrial and 60% WarehOusing: Average Trip Rate ADT Square 1000 Sq. Ft. of Trip Use Feet Gross Floor Area Generation Office 2,500 (15,000-12,500) Del icates~en 1,000 General Industrial 4,000 ~Warehou s i ng 42,500 (30, ooo+l 2,500 ) 12.30 92.25 164.40 164.40 5.46 21.84 4.50 191.25 4US.Z4 In this case, the total trip generation would be 409 trips per day. * See next page Page 2 of 3 *For specific definitions of land use categories and data supporting trip generation rates see "Trip Generation Second Edition - I979" prepared by the Institute of Transportation Engineers. A copy of this report, including use definitions and variations of the above listed rates, has been placed in the files of the Depart- ment of Community Development. 400 Grand Avenue, South San Francisco, CA 94080. 1) A Traffic Impact Analysis of the Proposed Oyster Point Business Center; TOKM, Transportation Consultant, Dec. 1981. 2) CALTRANS - 12th Progress Report on Trip Ends Generation Research Counts, December, 1979. 3) Terrabay Development; Final Environmental Impact Report, August, 1982. Page 3 of 3 SAMPLE NO. Amount TO: CITY iOF SOUTH SAN'FRANCISCO Gentlemen:i We hereby authorize you to draw on at sight for account of up to an aggregate amount of EXHIBIT "B" SAMPLE !rrevocable Letter of Credit SAMPLE Date: SAMPLE Name ot Bank and Branch Location Name and Address ot Developer times the Engineering News Record Con- structioniCost Index for San Francisco at date of Cash Payment divided by 5139.61 CCI (i.e. ConStruction X 5139.61 : Amt. of Letter of Credit payable to City). Drafts to be accompanied by: The original of this Letter of Credit and its amendments, if any. We are informed that this Letter of Credit is issued to guarantee a Portion of Developer's required Contribution of the Cost of Construction Of the Oyster Point Separation as Defined in an Agreement entitled !'Agreement for Funding Oyster Point Separation" entered into by and letween Developer and the City of South San Francisco and dated Draft~ drawn hereunder must specifically mention the number and date of this Letter of'Credit. The amount of each draft negotiated, together with the date of negotiation, must be entered on the reverse side of this Letter of Credit. We hereby agree with you that the drafts drawn under and in accordance with the terms of this credit shall be duty honored upon presentation to the drawee on or before . Date Signatures ACCEPTABLE FINANCIAL INSTITUTIONS FOR INVESTMENT United States: Bank Of America Bank Of Boston Citibank ChaselManhattan Bank Manufacturers Hanover Trust Morgan Guaranty Trust ChemiCal Bank Continental Illinois Bankers Trust First)National Bank of Chicago Security Pacific National Bank Wells i Fargo Bank Crocker National Bank First Interstate Bank of California Mellom Bank Seattle First National Bank Republic National Bank, Dallas Harris Trust Company TexasiCommerce Bank Northern Trust Rainier National Bank Pittsburgh National Bank Ameritrust FirstlNational Bank of Boston U.S. National Bank of Portland NorthWest Bancorp First International Bancorp First)Bank System First!City Bancorp National Detroit Bank Of New York European American Bank North Carolina National Bank Union Bank Philadelphia National Bank Southeast Banking Corp. Valley National Bank of Arizona Detroit Bank Corp. WachoVia Corp. National City Corp. Mercantile Texas Corp. Note The institutions listed are taken from the fifty largest U.S. banks by assets. Only those U.S. banking institutions listed above having California offices are acceptable institutions. EXHIBIT "C" Page 1 of 3 France: Banque National de Paris Credit Agricole Mutuel Credi~ Lyonnais Socie~e Generale · Germany: DeutsChe Bank Oresdner Bank Westdeutsche Landesbank Con~nerzbank Bayerlsche Landesbank Bayerische Vereinsbank Bayerische Hypotheken und Wechsel Great Britain: National Westminister Bank BarclaYs Bank Midland Bank LloydiBank Japan: The Dai-IChi Kangyo Bank NorinChukin Bank Fuji Bank SumitOmo Bank Mitsubishi Bank SanwaiBank Industrial Bank of Japan Long-Term Credit Bank of Japan TokailBank Bank Of Tokyo Mitsu) Bank Netherlands: Rabobank Nederland Alegmene Bank Mederland Amsterdam-Rotterdam Bank Bank Page 2 of 3 Canada: Royal Bank of Canada Canadilan Imperial Bank Bank o)f Montreal Bank o)f Nova Scotia Toronto Dominion Bank Switzerland: Swiss Bank Corp. Union IBank of Switzerland Credit Suisse Belgium: Societte Generale de Banque Hong Kong:i Hongkoing and Shanghai Banking Corp. Note The financial institutions on this list are taken from the fifty largest non-U.S, banks by assets, except for the Bank of Nova Scotia and Toronto Dominion Bank. Only those foreign banking institutions listed above having California) offices are acceptable institutions. Page 3 of 3 ~ OYSTER POINT SEPARATION FUND REPAYMENT FORMULA Any funds collected in excess of those needed for the local share of the Cost of Construction of the Oyster Point Separation shall be refunded to Developers in the same proportion that the ADT of their particular project bore to the Total ADT upon which the total contributions by all developers to the Oyster Point Separation project were based. Refunds to be made shall be determined in accord- ance with ~the procedure outlined on Page 2 of this exhibit setting forth examples of payment: refunds. Refunds, if any are to be made, shall be made on a date not later than five years and two months after final acceptance by City of the work to construct the Oyster Point Separation. In the absence of excess payments toward the principal of the project, no refund will be made for interest earned on such payments; such interest will be applied to the Agency's share and will be reimbursed to the Agency. If the net local share exceeds total payments into the principal of the fund, there will be no repayment to Developers unless additional payments made by other Developers follow- ing the date of project completion bring total payments to a level exceeding the local share. EXHIBIT "D" Page 1 of 2 EXAMPLES OF PAYMENT REFUNDS ASSUMPTIONS 1 Project ADT 2 3 Total % Pmt. Repaid Payments Project ADT divided by total ADT 4 Amount of Repayment* $1,380,000 x COL. 3 Developer "A" 37,000( 1 ) Developer "B" 4,000 Developer "C" 3,750 Developer "D" 12,000 Developer "E" 7,000 Redevelopment Agency (Including Future) 40,000(1 ) $3,800,000 .357 $492,660 650,000 .039 53,820 600,000 .036 49,680 1,900,000 .116 160,080 1,100,000 .067 92,460 2,500,000 .385 531,300 TOTALS 103,750 9,750,000 1.000 $1,380,000 Note (1) - After adjustment for contributions to East Grand Avenue Overpass at the rate of $154 per trip Example #1 - Assumes net local share cost : Assumes total interest earnings : Total excess payments = $1,250,000) Total excess interest: 130,000) $8,500,000 1,000,000 1,380,000 *Repayment calculated by mutliplying excess payment and interest costs by % of ADT in Column 3 (amount in this example shown in Column 4 above). Example #2 Assumes net local share cost: $10,750,000 Total interest earnings : 1,250,000 Total excess payments : 0 Total excess interest : 250,000 (Note: In the absence of excess payments no repayment will be made and excess interest will be applied to agency share of future contributions.) Example #3 Assumes net local share cost = $12,000,000, Assumes total interest earnings = 1,250,000 Total excess payments : 0 Total excess interest 0 (Note: Because net local share exceeds total Payments will be no repayment to developers unless more than $1,000,000 in additional pay- ments are made by other devQlopers following date of project completion.) Page 2 of 2 TO: STANDBY IRREVOCABLE LETTER OF CREDIT NO. CITY OF SOUTH SAN FRANCISCO Al'TN: DEPUTY CITY MANAGER/ i CITY ENGINEER CITY HALL, 400 GRAND AVE. P.O. BOX 711 SOUTH)SAN FRANCISCO, CA 94083 DATE: EXPIRATION: GENTLEMEN: We hereby issue our irrevocable Letter of Credit No. in your faivor for the account of ROUSE & ASSOCIATES - OYSTER POINT PHASE I, A PENNSYLVANIA LIMITED PARTNERSHIP AND ROUSE & ASSOCIATES - OYSTER POINT PHASE II,i A PENNSYLVANIA LIMITED PARTNERSHIP, 32990 ALVARADO-NILES ROAD, SUITE 990, UNION CITY, CA, 94587 and we hereby undertake to honor your drafts at istght on us for an amount or an~unts not exceeding a total of One Hundred Tllousand U.S. dollars {$100,000). WHEREAs, the CITY OF SOUTH SAN FRANCISCO, a municipal corporation, and the SOUTH) SAN FRANCISCO REDEVELOPMENT AGENCY hereinafter designated 'OBLIGEE'i, has granted precise plan Permit No. PP-87-I3 approving the developnmnt of a six building office park at 700, 750, 800, 850, 900 and 1000 GateWay Boulevard to ROUSE & ASSOCIATES - OYSTER POINT PHASE I, A PENNSYLVAMIA LIMITED PARTNERSHIP AND ROUSE & ASSOCIATES - OYSTER POINT PHASE II, A PENNSYLVANIA LIMITED PARTNERSHIP, 32990 ALVARADO-NILES ROAD, SUITE 990, UNION CITY, CA, 94587, hereinafter designated 'Principal", which precise iplan permit included, in the conditions of its approval a requirenmnt to design, furnish, construct and install a traffic signal at the project entrance intersection with Gateway Boulevard reference to which is hereby)made; and Page 1 of 5 WHERE/~S, the Principal has agreed and is obligated by the terms of the permit to do and perform certain work and to discharge and perform and carry out certain other obligations in the permit in accordance with the terms and provisions of the perm!t, with the plans and specifications to be prepared by the Principal's Civil Engineer and submitted for review and approval by the City Engineer of the City of South San Francisco, and with all applicable ordinances, rules, and regulations of the City of South San Francisco;and to furnish, construct and install, in accordance with the approved plans, a new traffic signal within Gateway Boulevard, interconnected to, and phased with, the existing signals along Gateway. The work shall include all necessary hardware and modifications to the existing Gateway Blvd. controllers, installation of conduit and wiring, new controller and cabinet, signal poles and appurtenances, intersection modifications, and all other equipment and services necessary for a fully functional traffic signal. All work shall be accomplished without cost to the City. The P!rincipal agrees that the traffic signal design and construction plans shall be completed to the satisfaction of the City Engineer prior to receiving a building permit for either 700 or 1000 Gateway Boulevard and that the s~gnal system will be fully functional and operating in accordance with the iintent of the approved plans, and to the satisfaction of the City Engineer, prior to commencing occupation of either 700 or 1000 Gateway Boulevard. Alternately, if in the opinion of the City Engineer the new signal is necessary to provide for vehicle and/or pedestrian safety at the project intersection, or if the driveway opposite the project entrance is placed in ioperation by the opposite property owner, the new traffic signal shall be ilnstalled. Upon notification in writing by the City Engineer that Page 2 of 5 the signal is required, the Principal shall commence design of the signal. The signal design shall be completed to the satisfaction of the City Engineer within 90 days and the signal construction completed within 180 days. WHEREAS, the Principal is required under the terms of the permit to furnish security for faithful performance of the work described above and the security is to be in the form of an Irrevocable Standby Letter of Credit in the amount of One Hundred Thousand U.S. Dollars {$100,000.00}~ NOW, THEREFORE, there is hereby established an Irrevocable Letter of Credit in favor of the City of South San Francisco available to draft drawn at sight on the (Name of Bank) and accompanied by the documents specified below: A written statement from the City of South San Francisco signed by the Deputy City Manager/City Engineer certifying that: 1. That the signal installation is required by the City Engineer in his opinion in order to provide for vehicle and/or pedestrian safety at the project intersection and the Principal has failed to complete construction or see that construction is completed by a third party within 180 days. 2. The Principal, a contractor or subcontractor or worker has left the work incomplete such that there is a potential hazard to human life or the work may endanger adjoining property or property at a higher or lower level, or any street or street improvement, or any other public property and that after being notified, the Principal has failed to see that the problem is expeditiously corrected. 3. Some other covenant, term, condition or obligation as detailed in the precise plan permit conditions of approval and this Letter of Credit has not been performed in a timely manner. Page 3 of 5 This i. etter of Credit shall be valid for a period of not less than ten years from~the date of issuance or until a written release from the Obligee is received by the Principal, whichever occurs first. This Letter of Credit will not be affected in any way by any change, extension Of time, alteration· or addition to the terms of the permit, or to the work to be performed thereunder, or to the plans and specifications accompanying the same, and notice of any such change, extension of time, alteration~ or addition to the terms of the permit or to the work or to the plans and Specifications is hereby waived. We hereby warrant that all drafts drawn under, and in compliance with, the terms of this credit will be duly honored if drawn and presented for payment at this office on or before the expiration date of this credit. This Irrevocable Letter of Credit expires February 1, 1998 at (Bank Name and Address) , and drafts drawn hereunder, when accompanied by the statement )specified above, will be duly honored if presented to us at our office on )or before such date. All drafts hereunder must be marked "Drawn Under IrreVocable Letter of Credit No. " dated Partial payments are not permitted. Except as otherwise stated herein· this Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits· 1983 Revision International Chamber of Commerce Publication No. 400. Page 4 of 5 (Name of Bank) By: Authorized Signature of Bank Officer Title: ROUSE & ASSOCIATES - OYSTER POINT PHASE I, A PENNSYLVANIA LIMITED PARTNERSHIP ROUSE & ASSOCIATES - OYSTER POINT PHASE II, A PENNSYLVANIA LIMITED PARTNERSHIP By: Title: Page 5 of 5