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HomeMy WebLinkAboutReso 260-1985 RESOLUTION N0.260-85 CITY COUNCIL, CITY OF SOUTH SAN FRAqCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING AND AUTH)RIZING EXECUTION OF AN OWNER PARTICIPATION AND DEVELOPMENT AGREEMENT BY AND AMONG THE CITY OF SOUTH SAN FRAqCISCO, THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO AND NEVILLE H. PRICE AND ROSEMARY 3.I. PRICE WHEREAS, in furtherance of the objectives of the Community Redevelopment Law, the Redevelopment Agency of the City of South San Francico has undertaken a pro- gram for the clearance and reconstruction or rehabilitation of slum and blighted areas in the City, and in this connection is engaged in carrying out a redevelop- ment project known as the U.S. Steel Plant Site Redevelopment Project (herein- after referred to as "Project"), in an area (hereinafter referred to as "Project Area"), located in the City; and WHEREAS, in furtherance of the implementation of the Project, the Agency has undertaken various redevelopment activities consisting of, inter alia, survey and planning for the Project, administration, and the adoption of a preliminary re- development plan, and contemplates further ~edevelopment activities consisting of, inter alia, the adoption of a final redevel3pment plan and the implementation thereof, and WHEREAS, the Plan will provide for the )articipation in the redevelopment of certain parcels of property in the Project Area by the owners thereof if such owners agree to such participation in conformity with the Plan, and WHEREAS, Neville H. Price and Rosemary C.I. Price are the owners of certain property situated within the Project Area; and WHEREAS, the Property, as hereinafter defined, will be developed for office, hotel, commercial, residential, recreation and ancillary uses, through a combina- tion of private and public improvements; and WHEREAS, the City of South San Francisco must undertake a number of actions relating to offsite improvements necessary -'or the project, including plan approval, consideration of funding mechanisms, such as special assessment dist- ricts and the provisions of general assistance to the Redevelopment Agency, NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that: 1. Approval of Agreement. The Agreement entitled "Owner Participation and Development Agreement by and among the City of South San Francisco, the Redevelopment Agency of the City of South San Francisco and Neville H~ ~rice and Rosemary C~I. Price" is approved, and a copy of said Agreement is attached hereto as Exhibit "A". 2. Execution of Agreement. The Mayor is hereby authorized to execute said Agreement on behalf of the City, and the City Clerk attest his sigqature thereto; except that such execution shall not take place until after the effective dates of both of the fol 1 owing: (a) (b) General Plan Amendment No~ GP-85-28 The Ordinance entitled "An Ordinance Adding Chapter 20~61 entitled 'Shearwater Specific Plan Zone District' to the South San Francisco Municipal Code" 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 -2- meeting held on the 11th day of December , 19 85 , by the following vote: AYES: Councilmembers Mark N. Addieqo, Richard A. Haffey, Gus Nicolopulos: and Roberta Cerri Teglia NOES: Councilmember John "Jack" Drago ABSENT: None -3- OWNER PARTICIPA:I'ION AI~ DEVELOPMENT AGREEMENT BY AND ANONG TRE CITY OF SOUTH SAR FRAI~ISCOw REDEVELOPNENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO~ and NEVILLE H. PRICE and ROSENARY C. Io PRICE January 6, 1986 OWNER PARTICIPA~_ ION AND DEVELOPMENT AGREEMENT THIS AGREEMENT made as of this ~-~ day of 1986, by and among THE CITY OF SOUTE SAN FRANCISCO, a municipal corporation (hereinafter 'City'), REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRAFCISCO, a public body corporate and politic (which, tog,tier with any successor public body or officer hereinafter designated by or pursuant to law is hereinafter called 'Agency"), duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Community Redevelopment Law of the State of Calfiornia (Part I of Division 24 of the California Health and Safety Code), and having its office at the City Hall, 400 Grand Avenue, in the City of South San Francisco, California (hereinafter called 'City'), and NEVILLE H. PRICE and ROSEMARY C.I. PRICE, his wife, a married couple, referred to as 'Developer' or 'Redeveloper' or 'Owner', whose office address is Chiltern Development Corp., 25 Ecker Square, San Francisco, California 94105. RECITALS WHEREAS, in furtherance of the objectives of the Community Redevelopment Law of the State of California, the Agency has undertaken a program for the clearance and reconstruction or rehabilitation of slum and blighted areas in the City, and in this connection is engaged in carrying out redevelopment project known as the U.S. Steel Plant Site (hereinafter called "Project"), in an area located in South San Francisco (hereinafter called 'Project Area') pursuant to a Redevelopment Plan, which plan as so amended, and as it may hereafter be further amended from time to time pursuant to law and as so constituted from time to time or unless otherwise indicated by the context hereinafter called 'Redevelopment Plan' hereby incorporated herein by reference; and WHEREAS, in furtherance of the implementation of the Project the Agency has undertaken various redevelopment activities consisting of, inter alia, survey and planning for the Project, administration, the adoption of a preliminary redevelopment plan and uhe adoption of a final redevelopment plan and the implemenuation thereto; and WHEREAS, the Plan provides for the participation in the redevelopment of certain parcels of property in the Project Area by the owners thereof if such owners agree to such participation in conformity with the Plan; and W~EREAS, the Developer is the owner of certain property situated within the Project Area and as used in this Agreement. The Property owned by the Developer is that portion of the Project Area shown as owner's on the "Property Map" incorporated herein and attached to this Agreement as Exhibit 1, and described in the "Legal 2 Description of the Property~ incorporated herein and attached to this Agreement as Exhibit 2A; and WHEREAS, the property subject to development under this Agreement will be developed to office, commercial and ancillary uses, as aforesaid through a combination of on- site public improvements described ~n Exhibit 3B, attached hereto, which improvements are locaned within that portion of the Project Area shown on Exhibi~ i and described in Exhibits 2A and 2B, and certain off-site public improvements described in Exhibit 3A; and, WHEREAS, the Agency believes that the redevelopment of the Property pursuant to the Agreement, and the fulfillment generally of the Agreement, are in uhe vital and best interests of the City and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of the applicable Federal, State and local laws and requirements under which the Project has been undertaken and is being assisted; NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows= DEFINITIONS ' For the purposes of this Agreement, the following words will have the following definitions: 1.1 "Advance" shall mean a loan to the Agency to be repaid in accordance with the applicable provisions of the Redevelopment Law and in accordance with this Agreement. 3 1.2 'ADT of the Project' 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 said Project shall be as set forth in Exhibit A of Exhibit 4 att&ched hereto and incorported by reference herein as though set forth verbatim. The 'Total Project ADT' shall be the total ADT defined and computed in accordance with subparagraph (e) of Secion 3 hereinafter. 1.3 'Agency" shall mean the Redevelopment Agency of the City of South San Francisco. 1.4 'City" shall mean the City of South San Francisco, a municipal corporation. 1.5 'Contribution' (or to 'Contribute') shall mean a payment to or for the benefit of the Agency or the Project with no corresponding obligation of repayment. (An 'Advance' is to be repaid. A 'Contribution' is not to be repaid.). 1.6 '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 contingencies thereto, including engineering, supervision and inspection as incid.~ntal 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 4 necessary to provide funds or repayment of funds for construction costs of the Project. 1.7 'Developer' shall mean Neville H. Price and Rosemary C. I. Price, (a married couple), and their successors in interest and assignees of the real property as defined in Subsection 1.14. 1.8 'Management control' shall mean that Developer shall have management responsibility for the total project design, including but not limited to, density, type of building materials, location of building improvements at the Property, and financial management in the ordinary course of business. However, at the request of any financial partner of Developer, Developer's management and control will not be exclusive to the extent that any decision may have any material and/or adverse impact on p:oject economics. 1.9 "Other Off-Sites~ shall nean those off-site improvements shown and described as off-site improvements on Exhibit 3A attached hereto. 1.10 '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 overcrossing, the "hook ram~" improvements, curbs, gutters, bicycle lanes, sidewalks, landscaping, signs and signals, land acquisition, utility and storm drain relocations, environmental assessments and reports, architecture and engineering. 1.11 'Plan' shall mean the final redevelopment plan adopted by the Agency in accordance with the provisions of the Redevelopment Law. 1.12 'Project' shall mean the redevelopment project known as The U.S. Steel Plant Site Project, as more particularly described in the Plan. 1.13 'Project Area' shall meat the area within the City of South San Francisco which is subject to and described in the Plan. 1.14 "Property' shall mean that certain real property more particularly described in Exhibit 2A hereto and shown on the map attached as Exhibit I hereto and which is owned by Developer. 1.15 'Redevelopment Act' and "state law' shall mean the Community Redevelopment Law of the State of California (Part I of Division 24 of the Health and Safety Code, Section 33000, et seq.). 1.16 'Redevelopment Law' shall mean the Community Redevelopment Law set forth in Part I (commencing with Section 33000) of Division 24 of the Health and Safety Code of the State of California. 1.17 'Redevelopment Project' shall mean and include the Site in the City of South San Francisco, California, the areas of which are more particularly shown on Exhibits 1. 1.18 'Restrictions" shall mean the restrictions set forth in the 'Declaration of Restrictive Covenants to Run 6 with Certain Lan~" governing the ~evelopment and use of the Property set forth in Exhibit 5 hereto. 1.19 'Tax Increment" shall mean that portion of tax revenues which are available to the Agency for the repayment of loans, advances an~ in~ebtedness and for other purposes of the Agency in accordance with the provisions of Section 33670(b) of the Redevelopment Law. 1.20 "Tax Increment Bonds" shall mean bonds, notes, interim certificates, debentures or other obligations issued by the Agency pursuant to Article 5 (commencing with Section 33640) of the Redevelopment Law. 1.21 The term "commencement of construction" shall mean commencement of substantial site preparation and shall include such activities as excavation and grading or, where appropriate, shall mean any work or construction of Developer's improvements undertaken by the Developer. 1.22 The terms "Developer's improvements" and 'improvements" shall mean and include those improvements to be developed and constructed on the Property under this Agreement by the Developer. 1.23 "TSM" means Transportation System Management. ~C. 1 CHANGES IN ~VE.~.OPRR (a) Changes Only Pursuant to ~his Agreement. The qualifications, experience and expertise of Developer are of particular concern to the Agency. It is because of these qualifications, experience and expertise that the Agency has entered into this Agreement. No voluntary or involuntary 7 successor in interest to Developer shall acquire any rights or powers under this Agreement, except as hereinafter provided. (b) Prohibition Against Transfer of Property and Assignment of Agreement. Prior to the recordation by the Agency of a Certificate of Completion for the Property, the Developer shall not, except as permitted by this Agreement, make or attempt any total or partial sale, transfer, conveyance, assignment or lease, of the whole or any part of that Property, or the buildings or structures on such Property without the prior written &pproval of the Agency which shall not be unreasonably withheld. This prohibition shall not or does not apply to the Property subsequent to the recordation of the Certificate of Completion with respect to the improvements calle~ for by this Agreement to be erected upon the Property. This prohibition shall not apply to a parcel or parcels comprising a portion of the Property after recordation of a Notice of Completion with respect to construction upon such parcel(s). Neither shall this prohibition be ~eeme~ to prevent the granting of temporary easements or permits to facilitate the development of the Property, or any program for the pre-sale of the Property to its ultimate user prior to the Certificate of Completion being issued. Any proposed transferee to the Property, or any portion thereof, prior to the recordation of a Certificate of Completion for the Property shall have the qualifications and financial responsibility necessary and adequate as set forth in subparagraph (c), below, in order to fulfill the obligations undertaken in this Agreement by the Developer. Any transferee, by instrument in wrLting satisfactory to the Agency and in form recordable among the land records for itself and its successors and assigr.s, and for the benefit of the Agency, shall expressly assune all of the obligations of the Developer under this Agreement relating to the Property involved and agree to be subject to all the conditions and restrictions to which the Developer is subject and shall assume all rights, power and authorities of the Developer hereunder. There shall be submitted to the Agency for review all instruments and other documents necessary to the Agencyts evaluation of the transfereets qualifications and ability to assume the obligations of the Developer hereunder and indicating transferee's assumption of said obligations, and if such transfer is approved (if approval be required hereby) by the Agency, its approval shall be indicated to the Developer in writing. In the absence of specific wriuten agreement by the Agency, no such transfer, assignmenu or approval by the Agency shall be deemed to relieve the Developer or any other party from any obligations under this Agreement. After filing the Certificate of Completion, no approval is needed as to any transfer, sale or assignment of the Property or any part thereof. 9 The provisions of this Subsect~.on (b) have been agreed upon so as to discourage land speculation by Developer~ accordingly, these provisions shall be given a liberal interpretation to accomplish that end. (c) The Agency's and the ~eve~operts Rights Upon Transfer and Assignment of the Agreement by the Developer. (1) It is expressly contemplated by the parties that the Developer intends to transfer a portion of their interest in the Project to a financial partner or partners. To that end, the Developer shall have the right, power and authority to transfer an ownership ~nterest of less than fifty percent (50%) in the Project and/or the Site at any time, without restriction, provided, however, Developer shall maintain management control ir the Project, unless Agency specifically authorizes a transfer of management control. (2) The Developer shall have the right, power and authority to transfer an ownership ~nterest of fifty percent (50%) or greater in the Project and/or the Site prior to the Developer's completion of its obligations under this Agreement to any entity which meets the following criteria (a) a net worth in excess of Twenty Million Dollars ($20,000,000)~ (b) not less than five (5) years experience in real estate matters as its primary business if the transfer is a development partner~ however, no experience is required for a financial partner~ ar.d (c) a good business reputation. Such a transfer shall be effected at any time, 10 without restriction, review or approval, provided, however, Developer (a) shall maintain a management control in the Project, unless Agency specifically authorizes a transfer of management control, and (b) shall provide the Agency with fifteen (15) working days' prior written notice describing the intended transfer, accompanied by a copy of a financial statement evidencing the transferee's net worth and the provisions of the transfer agreement which provide for management control by the Developer. (3) Any transfer by the Developer of fifty percent (50%) or greater of its ownership interest to an entity which does not meet the criteria set forth in Subsection (b)(2), above, and only such transfers, shall be subject to the approval of the Agency, which approval shall not be unreasonably withheld. The Agency shall respond in writing within fifteen (15) working days of request from the Developer for such approval. The failure of the City to respond within fifteen (15) working days from the Developer's request shall be deemed approval of the transfer. (4) Any transferee of an ownership interest shall succeed to all of the rights and obligations of the Developer hereunder and shall, for ~he purposes hereof, be substituted as, and deemed to be the Developer hereunder. (5) No restriction to transfer set forth herein shall be deemed to restrict in any aanner the transfer of an interest in the Project or the Site to any pre-existing 11 holder of a security instrument thereon. The parties hereto hereby consent to the transfer in whole or in part to such a pre-existing holder of a security interest in the Project or the Site. After filing the Certificate of Completion, no approval is needed as to any transfer, sale or assignment of the Property or any part thereof. S~C. 9 PARTICIPATION BY ~RVRr.OPER (a) plan Restrictions. Subject to all the terms, covenants, and conditions of the Agreement, Developer hereby agrees to subject the Property to the "Declaration of Restrictive Covenants to Run with Certain Land," and shall upon due execution of this Agreement by all parties duly execute said "Declaration of Restrictive Covenants to Run with Certain Land" and cause the sane to be recorded in the office of the County Recorder of the County of San Mateo, and agrees to hold, use and maintain the Property subject to the provisions of the Plan as adopted and amended. (b) Rffect of Violation of th~ Terms and Provisions of this Agreement. The Agency is deemed the beneficiary of the terms and provisions of this Agreement and the covenants running with the land, both for and in its own right and for the purpose of protecting the interests of the community and other parties, public or private, in whose benefit this Agreement and the covenants running with the land have been provided. The Agreement and the covenants shall run in favor of the Agency without regard ~o whether the Agency has been, remains, or is an owner of any land or interest 12 therein in the Site, in any parcel, or in the Project Area. The Agency shall have the right if the covenants against racial discrimination are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other property proceedings to enforce the curing of such breaches. SEC. 3 OYSTER POINT SEPARATION CONSTRUCTION, CONTRIBUTION AN~ PAYMENT. TNCT.UDTNG RRT.~Rn PUBLIC TMPROVR. MRNT~ (a) payment by Developer. Developer shall pay to Agency after City has approved the Specific Plan for the the Project and upon call of the Agency as needed, the sum of $15,500,000 in cash for the cost of the Oyster Point Separation Project, said sum to be paid as provided in Section 3(e). (b) Repayment of Developer. Subject to the provisions of the Bond Resolution, if any, Agency will repay to Developer from tax increment funds as they become available in accordance with the priorities set forth herein the amount of $6,400,000 representing Developer's Advance of Agency's share of the aforesaid $15,500,000 (see (a) above). The balance of the aforesaid $15,500,000 amount, consisting of $9,100,000, shall constitute Developer's total Contribution to the cost of the Oyster Point Separation. (c) Developer's Contribution. As set forth above, Developer's total contribution for the Oyster Point Separation shall be the sum of $9,100,000 which shall consist of and satisfy Developer's obligation based upon uses and densities provided for herein as applied to the 13 Oyster Point Contribution Formula and shall include all Developer's obligation for payments for mitigation measures arising out of Developerts Project except as otherwise provided herein. Developer will not be required to provide additional funds to the City for a transportation coordinator to implement TSM plans provided Developer satisfies his twenty-five percent (25%) goal for TSM as determined by the City, and in the event City determines Developer has not satisfied his twenty-five percent (25%) goal as aforesaid, Developer will provide funds for a full time coordinator at City's pay level. (d) Additional Contributions. (1) In addition to the above contribution, Developer will provide funds to the City to pay all inspection and consultation costs relating to plan review, construction plan review and construction inspection of the Project, such as security, fire protection, building, etc. (2) Developer shall also pay to Agency upon Agency's written requisition in suck detail as required by standard accounting principles, sufficient funds to permit Agency to pay all direct administration costs associated with this Project, including, but not limited to, wages and salaries and fringe benefits of all Agency employees and operating expenses directly arising from the Project. Such administrative costs shall be based upon an annual budget prepared by the Agency and submitte~ to Developer for his review. 14 (3) Developer will make available.to the City a mutually acceptable area within the Project Area which facilitiates the production of an event or events which are educational, cultural or entertaining and in public spirit. In addition, Developer and City agree to use their best efforts on an annual bas~s to sponsor and/or finance (cash or in kind services) an annual cultural event or events. City will assume full responsibility of said program, including indemnifying and holding Developer harmless from all personal injury and property damage claims arising from said use. (4) As part of the Development Plan herein, Developer convenants and agrees to perform or cause to be performed by a qualified engineering consulting firm an engineering analysis subject to the approval of the City Engineer to determine the available capacity, if any, and the effect and impact that the development will have upon all public storm drains and sanitary sewer improvements serving the development. In the event it is thereafter determined by the City Engineer tha~ the existing storm drains and/or sanitary sewer improvements are inadequate to accommodate the development requirenents, Developer agrees to make such improvements to the storm drain and/or sewer improvements and/or treatment systens necessary to accommodate the Project. City cannot guarantee sewage treatment capacity rights to Developer; however, City will 15 use its best efforts to preserve for Developer its projected capacity needs if and so long as Developer constructs the Project substantially in accordance with the schedule set forth in the Scope of Development s~bject to delays beyond the reasonable control of Developer, as set forth in Section 6(a) hereinafter. (5) In addition to Developer's Contribution and payments agreed to above by Developer herein, Developer recognizes that as a direct result of Developer's Project, further public services will be required by the scope and intensity of development approved in the Scope of Development hereunder and, therefore, Developer agrees and covenants to pay the additional costs for fire protection, start-up costs to provide fire protection in the Project consisting of $190,000 for new fire equipment (one engine) in the same manner as provided for ~n this Section 3. (e) payment of Contribution. (1) Developer shall pay Developer's Advance and Contribution for the cost of construction of the Oyster Point Separation and the other payments set forth in cash at such time and in such amounts as requested by City. In this regard, Developer shall provide a cash advance in an amount deemed necessary by the City staff sufficient to commence the design and construction of the Project as set forth in Paragraph 3(a). (2) Developer shall, upon the issuance of a building permit for any building within the Project which 16 generates ADT, pay its cash contribution based upon ADT for the building for which the permit is to be issued (at a rate of $726.85 per trip). (3) Developer may, at its own election, secure its obligation pursuant to subparagraph (e)(2), above, by posting with the City an unconditioral letter of credit drawn only upon "Acceptable Financial Institutions" as listed on Exhibit 6, attached hereto and incorporated by reference herein, in the amount of all of Developer's cash contribution then due and unpaid. Upon such a posting, Developer shall have met the prerequisite of subparagraph (e)(2) for the issuance of a building permit. Thereafter, Developer shall, upon a request for funds pursuant to subparagraph (e) (2), above, pay its cash contribution and advance into the Oyster Point Separation Fund within thirty days of said request. (4) The total Project ADT is 21,325, based upon calculations as set forth in Exhibit 9, attached hereto and incorporated herein by reference. Total Project ADT shall be increased (at a pre-trip rate in accordance with Exhibit 4 hereto) to reflect any increase in zhe Scope of Development which is finally approved by the City and the Agency after final environmental review, or building permits issued, subsequent to the execution of this OPA. The difference between the amount of ADT for which funds have already been received and the ADT for which funds have not been received 17 (and for which building permits have not been applied) shall be referred to herein as 'Future ADT.' (5) Construction of the Oyster Point Separation could proceed at such a rate that funds will be needed for that improvement before Developer's Contribution and Advance would otherwise be required. If that occurs, the City shall be allowed to request and Developer shall pay in cash the proportionate amount of Developer's Advance and Contribution. Upon such request by City, Developer shall pay such amounts within thirty (30) days of City's request therefor~ provided, however, that if the Developer cannot pay any portion of Developer's Advance and Contribution for the cost of construction of the Oyster Point Separation sooner than required by the terms of Section 3(e)(1) and Section 3(e)(2), Developer agrees to cooperate to the fullest extent possible in the creation of and not to protest the timely formation of an assessment district within the Project Area, if required by the City or Agency. In the event that City collects Developer's entire Advance and Contribution pursuant to this subsection (e) (5) and the Oyster Point Separation is not physlcally under construction prior to December 31, 1991, City shall refund the Advance and Contribution made by Developer plus interest, if any, earned thereon. (6) All cash shall be held by the City in a special interest-bearing fund, segregated from all general funds of the City, which shall be irrevocably earmarked for 18 the cost of construction of the Oyster Point Separation as herein defined and for no other purpose or purposes whatsoever unless and until the refunding provisions of Paragraph 3(e)(9) of this Agreement are implemented. Al! interest earned on cash within the fund shall be credited to the fund. (7) City agrees to make any requests for cash pursuant to this Paragraph 3(e) upon all Developers who are required to contribute to the Oyster Point Separation. Such requests shall be made upon each Developer in an amount equal to the amount that said Developerts proportionate share of the total cost of construction of the Oyster Point Separation bears to the total request then being made. Nevertheless, City shall not be re~lired to successfully collect said contributions, and Developerts obligation under this Paragraph 3(e) to pay its cont:ibution 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(e)(1) above, or for the full amount of the projected contribution by Developer as contemplated in subparagraph (e)(5), above, processing of all plans and building permits shall be halted for development on the parcel or parcels owned by Developer until payment of Developer's cash contribution is received. (8) Future ADT shall be allocated to parcels within the'Project in accordance wi~h the following= 19 (i) If a precise pl&n has been approved for such parcel, the ADT attributable to the uses approved in accordance with such precise plan shall be used to determine such parcel's allocation of Future ADT less ADT attributable to buildings approved as part of such precise plan for which building permits have been issued. (ii) If no precise plan has been approved for a given parcel, the future ADT attributable to such parcel shall be in the same proportion to the total Future ADT for the Project as the area of that parcel bears to the total land area in the Project for which precise plan approval has not yet been received. Upon subsequent approval of a precise plan for each of said parcel(s), the ADT attributable to each parcel shall be adjusted pursuant to the provisions of subparagraph (e)(8)(i), above. For example= 1. Land area tn the Project is 100 acres. 2. Precise plan approvals have been received for 60 acres of the Projecu Area, leaving a total area of 40 acres for which precise ~lan approval has not yet been received. 3. Total Project ADT is 37,000 trips (by virtue of an increase in the Scope of Development). 4. Based upon precise plan approvals received after the date hereof, the total Future ADT for the Project is 18,500 trips. 20 5. Parcel A equals 10 acres. (25% of the land remaining for which precise plan approval has not yet been received.) 6. The Total ADT attributable to Parcel A would be 3,700 trips. (25~ of Future ADT remaining for the Project.) (9) Refund of ~xcess Payments. It is recognized that the City will make every effort to secure maximum participation in the Oyster Point Separation Project, including uses other than the major ones set forth within the Nolte Study and for greater 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 the same proportion that the ADT of the Shearwater Project bears 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 accordance with the procedure outlined in the following examples. Refunds, if any are to be made, shall be made on a date not later than ten years and two months after final acceptance by City of the completed Oyster Point Separation Project. In the absence of excess payments toward the principal of the Project, no refund wi1! be made for interest earned on such payments~ such interest will be 21 applied to the Agency's share and w~11 be reimbursed to the Agency. If the net local share exceeds total payments into the 9rinc'ipal of the fund, there will be no repayment to Developer unless additional payments made by other developers following the date of Project completion bring total payments to a level exceeding the local share. 22 EXA~4PLE$ OF ~ ASStm ! 2 Pro~ ect Total ADT Payment AYMENT REFUNDS PTIONS 3 4 ~ Pmt. Repai~ Amount of Project'ADT Repayment* divided by $1,380, O00 s total ADT x col. 3 Developer "A" Developer "B" Developer "C" Developer "D" Developer "E" Redevelopment Agency (Including Future) 37,000(1) $3,800,0, 4,000 650,O 3,750 6O0,0 12,000 1,900,0 7,000 1,100,0 4o,ooo(1) 2,5QO, O~0 .357 $ 492,660 .039 53,820 · .036 49,680 .116 160,080 .067 92,460 .385 531,300 TOTALS 103,750 9,750,0{~0 1.O00 $1,380,000 Note (1) - After .adjustment for c¢,ntributions to East Grand Avenue Overpass at the rate ot $154 per trip Example %1 - Assumes net local 's~re cost = Assumes total t earnings = Total excess.pai = $1,250,000) Total excess-' = 130, O00) $8,500, OO0 1, O00,000 1,380,O00 Repayment calculated interest costs by ~ example shown in multiplying excess payment and f ADT.in Column 3 (amount in this 4 above). Example ~2-- Assumes net local sba cost = Total interest earnin s = Total excess payments = Total excess interest = $10,750,00 1,250,000 0 250, O00 (Note:. In the absenc will-be made-and exce agency share of futur ~cess payments no repayment · interest_will be applied to contributions.) ExamDle-~3 - Assumes net local sha::e cost= Assumes total-interes~ earnings =" Total excess payments = Total excess interest = $12,000,000 1,250,O00 0 0 (Note:- Because net l¢,cal share exceeds totals. Payments will .be no repayment ;o developers unless more than $1,000,000 in addi ~al payments are made by other developers following late of project completion.) 23 (f) priorities. All Tax Increment, on an annual basis, after deduction for amounts ~ayable pursuant to Health and Safety Code Section 33334.2 and/or any other legal obligations or restraints imposed upon the use of tax increment funds under the law, shall be pledged to the repayment of all Advances and other loans to Agency. Such loans and Advances shall be paid in accordance with the following priorities. (1) (First Priority) Current payment obligations for principal and interest on Tax I~crement Bonds~ (2) (Second Priority) C~=rent payment obliga- tions for principal and interest on other third party loans~ (3) (Third Priority) All principal and interest on Advances by Developer~ (4) (Fourth Priority) on Advances by City~ (5) (Fifth Priority) All principal and interest on Cityts Advances for administrative costs in excess of the Administrative Budget pursuant to (e)(1), above, of this Section 3. (g) No Further Fees or Contributions. It is determined and agreed that the obligation of Developer to make the Advance and Contribution kerein and to perform other obligations expressed herein shall be the sole obligations of Developer or any otker 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 All principal and interest 24 respect to traffic mitigation at the Oyster Point/Southern Pacific/Highway 101 intersections as required by the intensity of development approved in the Scope of Development hereunder. No further construction, payment of fees, or contribution or the like wtth respect to 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 ~ssuance or approval of any subdivision map, parcel map, precise plan, building permit, occupancy permit, or any other permit, approval or authorization whatsoever. This section, however, applies only to the Oyster Point Separation and not to other City permit fees. (h) Obligation to Run with th~ T.and. (1) The obligations of the Developer set forth in this Section 3 of this Agreement are covenants running with the land, and shall be binding upon Developer's successors and assigns, including but not limiued to lessees and purchasers of land within the Project. Notwithstanding the foregoing, no such successor or assign shall be liable for any contribution toward the cost of construction of the Oyster Point Separation other than ~hat attributable to the parcel owned or leased by said successor or assign and according to the guidelines set foruh in Paragraph 3(e) above. (2) Notwithstanding that the obligations of Developer are set forth in this Section 3 of this Agreement 25 and are covenants running with the land, Developer agrees that Developer shall remain secondarily liable for the contribution due with respect to any lot or parcel in the Project conveyed by Developer until the City receives the cash payment contemplated in Paragraph 3(e)(1),(2) and (3) above. Developer specifically agrees ~hat Developer shall pay to City any and all cash contributions requested by City for any parcel owned by Developer on the date of this Agreement and subsequently conveyed by Developer by sale or lease or otherwise, if said payment is not received by city within 30 days of City's request for said payment to Developer's successor or assign. In this regard, City agrees that Developer shall, upon payment by Developer of cash contributions pursuant to this subparagraph 3(h)(2) become subrogated to City's rights and remedies against Developer's successor or assign and shall pay any and all costs of said action without reimbursement or contribution of any kind from City, and Developer shall indemnify, defend and hold City harmless for any claims or causes of action of any type which might arise as a result of the implementation of the provisions of this Paragraph 3(h). (3) The Developer shall cause a memorandum of this Agreement to be recorded in tke Office of the Recorder of the County of San Mateo as a restrictive covenant upon the lands within the U.S. Steel Plant Site Redevelopment Project immediately upon its execution. (i) Parking Facility. As a part of the development herein, and in consideration of the additional public service to be furnished herein by City, Developer agrees to develop on the Property (or portion thereof) a multi-level parking for a fee facility to provide parking for the general public. (j) Undergrounding of Rlectri~al Utilities. (1) Agency and Developer agree that certain undergrounding of electrical utility lines can and should take place within the Project Area. At this time the total cost of such undergrounding and the extent thereof cannot be determined with certainty. The Developer agrees to contribute towards the cost of such undergrounding subject to a cost sharing formula to be negotiated between the Agency and Developer when the extent and total cost of such undergrounding is known. Developer's share of such total cost is not to exceed fifty percent (50%). (2) City agrees to use its best reasonable efforts to adopt an ordinance for an underground district within the Project Area in accordarce with paragraph A.l.b. of Rule No. 20, Pacific Gas & Electric Company, San Francisco, California, (Cal. P.U.C. Sheet Nos. 6915-E and 6229-E) in order to obtain a contribution by the Pacific Gas & Electric Company towards the cost of such undergrounding. Agency and Developer agree to cooperate and comply with the provisions of the aforesaid Rule No. 20. 27 (k) Assessment nistricts. City shall, at the request of Developer, consider the establishment of assessment districts for the purpose of financung through assessment bonds those public improvements which are eligible for such financing, including without limitation public improvements which may be constructed within the Property. The election by City to establish assessment districts shall not be arbitrarily withheld, and the City shall use its best reasonable efforts to establish those districts that it, in its discretion, decides are appropriate to finance the improvements contemplated herein. Agency retains full discretion as to timing of its contributions. (L) Parking District. City and Agency will, at the Developer's request, consider forming a special parking assessment district or districts wiuhin the Property if and when parking structures are needed :for Project development and provided Developer provides sufficient guarantees for the financial security of bonds issued by any such district in addition to the pledge of parking revenues. The election by City to establish such districts shall not be arbitrarily withheld, and the City shall use its best reasonable efforts to establish those districts that it, in its discretion, decides are appropriate to finance the improvements contemplated herein. SEC. 4 FINANCING (a) In order to assist the Developer in providing financing for the development and construction on the Site 28 of improvements as provided in the ~Off-Site and On-Site Public Improvements~ attached hereto as Exhibits 3A and and incorporated herein by this reference, and other Site Improvements including parking stru~tures, and, at Developerts option, the acquisition of the Site or any portion thereof, Agency agrees to consider the issuance and sale of one or more bond issues or other obligations or otherwise secure financing which qualifies for tax exempt status under the Internal Revenue Code and the laws of the State of California, including the following= assessment districts, benefit districts, local improvement districts, and parking districts. The election of the City to issue and sell such bonds shall not be arbitrarily withheld, and the City shall use its best reasonable efforts to issue and sell such bonds that it, in its discretion, decides are appropriate to finance the improvements contemplated herein. (b) The credit, assets and revenues of the Agency or City shall not be pledged, used or relied upon in obtaining such financing except as provided herein. Developer agrees that no agreement by or on behalf of Developer to obtain financing shall obligate Agency to guarantee or secure such financing or to indemnify any lender or investor of funds and that such lenders or investors shall look only to the credit, assets and revenues of Developer or other persons or entities other than Agency as security for such financing. (c) Furthermore, the Agency agrees that it will issue tax increment bonds if and as often as Agency in its 29 reasonable judgment deems such issuance is reasonable and in such amounts and lots as Agency's independent financial consultant may advise. (d) Upon mutual agreement of the Agency and the Developer, the Agency may issue tax increment bonds in advance of the availability of tax increment sufficient to assure the financial security of sa~d bonds upon a guarantee from Developer thereon. (e) The Developer intends to use bond financing in connection with off-site improvements relating to water systems, sanitary sewer and storm drainage facilities, streets, curbs, gutters, sidewalks and utility systems, all public facilities and utilities for in-tract improvements, and marina and harbor area improvements including breakwaters, berths, cranes and related equipment. S~C. 5 CONV~.YANC~ OF PROPERTY. (a) Form of need. The Developer agrees that every conveyance of the Property shall be by deed and such conveyance and title shall, in addition to all other conditions, covenants, and restrictions set forth or referred to elsewhere in the Agreement, be subject to: (1) The Redevelopment Plan and all amendments thereto and any subsequent amendments made as herein provided, however, if the Redevelopment Plan shall be revised or amended, then (i) the Developer shall receive prior written notice as provided by law, and the Agency shall also use its best efforts to notify the Developer in 3O advance of any intended revisions, and (ii) the Developer shall have the right, power and authority to appear at any hearings pertaining to such revision or amendment to voice its objections and protests, and to maintain all other rights provided by law or deriving out of this or any other Agreement~ (2) The "Declaration of Restrictive Covenants to Run with Certain Land,' referred to in Section 2, subsection (a), above, and any amendments thereto or supplemental 'Declaration of Restrictions to be recorded prior to the recordation of any Deed to any Parcel~ Applicable building and zoning laws and (3) regulations~ (4) Public easements, public rights of way and encumbrances of record or in existence as of the date of the recordation of the Deed~ (5) Such public easements, public pedestrian access easements, public parking easements, and other covenants and conditions as may be agreed to by the parties~ (6) Such retained rights in the Agency with respect to parcels or portions of the Property to be devoted to public uses as shall be consistent with this Agreement~ (7) This Agreement and any amendments thereto. (b) The Purchase Price. The purchase price of any property herein by and between the parties shall be based upon the fair market value of the property as of the date of transfer as defined by the decisional and statutory laws of 31 the State of California with a particular reference to the case of Sacramento v. Heilbron, 151 Cal. 271. (c) The Agency shall use its ~est reasonable efforts to acquire a leasehold interest in that certain property referred to hereinafter as the "GSA SITE" and more particularly described as set forth in Exhibits i and 2B hereto and by this reference incorporated herein, as though set forth verbatim and shall, if said interest is obtained, sublease the GSA Site to Redeveloper on terms and conditions to be negotiated between the Agency and the Dedeveloper, except that the terms and conditions of said sublease shall be consistent with those of said lease. The Agency shall use its best reasonable efforts to obtain as part of said leasehold interest, a right of first refusal in the event that the lessor attempts to sell the GSA Site and, if said right of first refusal is obtained, the Agency shall assign that right to Developer. Developer shall pay the Agency all costs, direct or indirect, of obtaining said right of first refusal. In the event Developer does not purchase the aforesaid GSA site, then Developer shall be relieved of any obligations directly related to the GSA site based upon the apportionment formula utilized herein, i.e., the "Oyster Point Contribution Formula." SRC. 6 TIM~ FOR COMM~NCEMRNT AN~ ~OMPL~TION OF IMPROVRM~NTS. (a) The construction of the improvements referred to herein shall be accomplished as set forth in Exhibit 8, attached hereto and by this reference incorporated herein, 32 provided, however, that a delay in or failure of performance by the Developer shall not constitute a default, nor shall the Developer be held liable for loss or damage if and to the extent that such delay or failule is caused by acts of God or the public enemy, expropriation or confiscation of facilities, acts of declared or undeclared war, weapon of war employing atomic fission or radioactive force, whether in the time of peace or war, public disorders, rebellion, sabotage, revolution, earthquake, fare, floods, riots, or litigation initiated by third parties, or administrative delays caused solely by the City or its agents. The Developer shall not be entitled to =he benefits of this subsection unless it gives prompt written notice to the Agency of the existence of any even=, occurrence or condition which it believes permits a delay in the performance of its obligations pursuant to this subsection. ~EC. 7 TIME FOR CERTAIN OTHER ACTIONS. (a) Specific Plan. Not later than seven (7) days after the execution of this Agreement, Developer shall submit to City for its approval, a 'Specific Plan' for the development of the Property. Said Specific Plan shall be consistent with the General Plan and shall conform to the requirements of state law. (b) precise Plans. As a further condition of performance of Agency's obligations hereunder, not later than sixty (60) days after the effective date of the approval of a Specific Plan submitted pursuant to Section 33 7(a), the Developer shall submit to the City a Precise Plan for the first phase of development of the Property. Said Precise Plan and any subsequent Precise Plans submitted by Developer shall be processed as set forth in the approved Specific plan. (c) ~uilding Permits. As a further condition of performance of Agency obligations hereunder, Developer shall procure such building and other permits as may be necessary to allow construction on the Property of the improvements contemplated herein. Developer shall apply for said permits within two hundred forty (240) days after Agency's approval of the Precise Plan for Phase One of the Project. Agency and/or City shall provide all proper assistance to Developer in securing these permits and will use its best efforts to expedite the processing of Developer's applications hereunder. (d) Financing and Marketing. The Developer shall use its best efforts to finance and market the Project in such a manner and to such an extent as co~nensurate with the time constraints imposed by this Agreement. (e) Street Vacation. Upon the written request of the Developer, the Agency shall use its best efforts and take all actions necessary and appropriate to facilitate the closing and vacating of all streets and public rights of way designated in the Plan to be closed and/or vacated. The Developer hereby appoints the Agency as it agent for the purpose of doing all acts necessary and appropriate for the 34 closing and/or vacating of all such streets and public rights of way for the withdrawal of any and all lands within the Project Area from existing subd~visions and for resubdividing any and all of the lands within the Project Area, including without limitation, full power and authority to sign all new subdivision maps or resubdivision maps for and on behalf of the Developer. S~C. 8 P~RIOD OF DURATION OF COV~.NANT TO US~. The covenant pertaining to the uses of the Property, set forth herein, shall remain in effect until January 1, 2006. No amendment to the Declaration of Restrictions shall have the effect of extending the time period expressed herein. S~C. 9 NOTICES AN~ ~MANDS. A notice, demand or other communication under the Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, reuurn receipt requested, or delivered personally, and (i) in the case of ~he Developer, is addressed to or delivered personally to the Developer at Chiltern Development Corp., 25 Ecker Square, San Francisco, California 94105 (ii) in the case of City/Agency, is addressed to or delivered personally to City/Agency at City Hall, 400 Grand Avenue, South San Francisco, California 94080 or at such other address with respect to either such party as that party may, from time to time, designate in writing and forward to the other as provided in this section. S~C. ]0 SPeCIAl. PROVISIONS. (a) Scope of Development. DeveloperWs improvements are described in the "Scope of Development" incorporated herein and attached hereto as Exhibit 7. All of the parcels of Developer shall be redeveloped as a part of the Property and in accordance with all the terns, covenants and conditions of this Agreement and ir accordance with the Scope of Development. In order to permit the redevelopment of the property and parcels thereto pursuant to this Agreement, the Agency agrees to initiate and use its best efforts to have the City make any changes in zoning within the Property so as to conform to the land use provisions of the Development Plan as it now exists or as it may be amended. The Agency shall grant the Developer all access, interest, easements or other rights (both before and after title is conveyed to any parcel), over the public rights-of- way adjacent to the Property when and if such access, interests, easements or other rights are necessary to commence, carry out or complete the construction of and operate, use and maintain DeveloperWs improvements, except Oyster Point Boulevard. (b) Information on Progress. After the date of this Agreement, the Developer shall continue to submit, at 36 quarterly intervals, status reports advising the Agency of the general status of the project. Said progress reports shall be submitted in a form as agreed to by the parties and shall be confidential to the extent permitted by law. (c) Substantial Changes. Developer covenants and agrees that before and during the period of construction of Developer's improvements, Developer shall not make or permit to be made any Substantial Changes ~n the Project, as approved by the Agency, without first submitting such changes to the Agency and City Council for approval. 'Substantial Change" means any increase or decrease exceeding fifteen percent (15%) in gross feet of a building or structure or the uses therein, the number of housing units, the number of hotel rooms or the number of marina berths, or any change in design of any structure (including but not limited to height, form, exuerior treatment and/or materials utilized in construction) in the Planned Mixed-Use Community as proposed by the Developer for the Project when such change in design is found to be substantial in the opinion of the Executive Director of the Agency. This section shall not prevent the Developer from building all or any portion of the building or structure subject to a phased planned development. Changes that are not substantial shall be subject to written approval by the Executive Director of the Agency. Developer shall have the responsibility of notifying his contractors, architects and engineers of the requirements of 37 this subdivision and Developer shall be responsible for compliance with said requirements. For purposes of this subdivision, Substantial Changes sh&11 include (but not necessarily be limited to) the following and similarly important changes in the construction or in the approved Specific Plan. (i) Substantial Changes in size or design materially affecting in bulk, building coverage or floor area ratio or number of floors. (ii) Substantial Changes affecting off- street parking facilities. (iii) Substantial Changes in size or design or use of exterior fanishing materials noticeably affecting architectural appearance or functional use and operation of the improvements. (iv) Substantial Changes in size or placement of service facilities; or in the number of elevators, stairs and ramps~ and changes in general pedestrian or vehicular circulation in, around or through the improvements. (v) Substantial Changes requiring approval of any City or State Board, body, commission or officer, or any change required by any 38 City or State Board, body, commission or officer. (vi) Subtantial Changes in landscape planting and site improvements. (vii) Substantial Changes in number, size, placement, graphics, design or materials of all exterior signs, if any, shown in the Precise Plan, differing from those shown and specified in the approved Precise Plan. (viii) Substantial Changes in size or quality of exterior pavement, pedestrian malls, plazas, retaining walls, pools and fountains, exterior lighting and other site and entourage development of the Property other than that shown and specified in the approved Precise Plan. (d) Architectural Review. Subject to the terms of this Agreement, (in particular, as set forth in Section 7), the Agency and, if applicable under City codes, the City, shall have the right of reasonable architectural review of all plans and submissions, including any changes therein. The Agency will use its best efforts to expediate the approval process and to cooperate with the Developerts efforts to cause said architectural review by others to be accomplished within the terms set forth in this Agreement for approval of plans by the Agency. 39 SRC. ll GRNRRAT. PROVISIONS. (a) Nondiscrimination. Developer shall refrain from restricting the rental, sale or lease of the property or parcels on the basis of sex, race, color, religion, ancestry or national origin of any person. All such deeds, leases, or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (i) In needs. "The grantee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through them, tha~ there shall be no discrimination against, or segregation of, any person or group of persons on account of sex, race, color, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or any person claiming under or through him establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the land herein conveyed. The foregoing covenants shall run with the land." 4O (ii) ~n r.eases. 'The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and ~his lease is made and accepted upon and subject to the following conditions= 'That there shall be no discrimination against or segregation of any person or group of persons on account of sex, race, color, creed, national origin or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased nor shall the lessee himself, or person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the land herein leased.' (iii) ?n Contracts. ~There shall be no discrimination against or segregation of any person or group of persons on account of sex, race, color, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, 41 tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or through him establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land.~ (b) ~odily Injury and Property ~amage Insurance. The Developer shall take out and maintain during the planning and construction phase of this Agreement,and for four (4) years after final completion of the construction phase of the Agreement, the following policies of insurance= (1) Worker's Compensation and employers' liability insurance in the statutory coverage. In signing this Agreement, the Developer makes the following certification, required by Section 1861 of the California Labor Code= I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I will comply with such provisions before commencing the performance of the work of this Agreement. (2) Public r.iability Insurance. In an amount not less than FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) for injuries including, but not limitef to, death to any one person and subject to the same limit for each person, in an 42 amount not less than ONE MILLION DOLLARS ($1,000,000.00) on account of any one occurrence. (3) Property Damage Tns-rance. In an amount not less than FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) for damage to the property of each person on account of any one occurrence. (4) Contractual T. iahi]ity Insurance. Developer shall take out and maintain during ~he life of this Agreement an insurance policy in the amount of at least ONE MILLION DOLLARS ($1,000,000.00), insuring City, the Agency, their respective elective and appointive boards, commissions, officers, agents and employees, and Developer against damages sustained by reason of any action or actions at law or in equity, and/or any claims or demands by reason of any breach or alleged breach of any contract, or provisions thereof, or by reason of any contractual liability, or alleged contractual liability arising out of any contract entered into by Developer and/or any of its agents or employees in order to perform the work defined herein. (5) It is agreed that the insurance required by Sections 2, 3 and 4 shall be in an aggregate amount of not less than ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000.00) and shall be extended to include as additional insureds the City of South San Francisco, the Redevelopment Agency of the City of South San Francisco, their respective elective and appointive boards, officers, agents and employees, with respect to operations performed by the Developer as described herein. Evidence of the insurance described above shall be provided to City upon execution of this Agreement and shall be subject to approval by the City Attorney as to form, a~ount and carrier. The policy of insurance shall also contain a provision indicating that such insurance shall not be reduced or cancelled except upon thirty (30) ~ays written notice to City. In addition, the following endorsement shall be made on said policy of insurance= Notwithstanding any other provisions in this policy, the insurance afforded hereunder to the City of South San Francisco and the Redevelopment Agency of the City of South San Francisco shall be primary as to any other insurance or reinsurance covering or available to them, or either of them, and such other insurance or reinsurance shall not be required to contribute to any liability or loss until and unless the approximate limit of liability'affor~ed hereunder is exhausted. (c) City and Other Governmental Permits. Before commencement of construction or development of any buildings, structures or other work of improvement upon any parcel or within the Project Area, the Developer shall at its own expense secure or cause to be secured any and all permits which may be required by t~e City or any other governmental agency affected by such construction, development or work. Agency shall provide all proper assistance to the Developer in securing these permits. 44 (d) Conflict of Interests. No member, official, or employee of the Agency shall have any personal interest, direct or indirect, in this Agreement nor shall any such member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. (e) Non-T.iability of Agency Officials, Rmployees and Agents. No member, official, employee or agent of the Agency or City of South San Francisco shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the Agency or for any amount which may become due to the Developer or successor or on any obligation under the terms of this Agreement. (f) Provision not Merged with Deeds. None of the provisions of this Agreement are in~ended to or shall be merged by any Grant Deed transferring title to any real property, the subject of this Agreement, from Agency to Developer or any successor in interest, and any such Grant Deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. (g) Title of Parts and Sections. Any titles of the Parts, Sections or subsections of this Agreement are inserted for convenience of reference only and shall be disregarded in constructing or interpreting'any part of its provisions. 45 (h) Hold Harmless. If, through negligent acts or omissions by the Developer or its construction contractor, any other contractor or any subcontractor shall suffer loss of damage on the work, the Developer or its construction contractor shall settle with such o~her contractor or subcontractor by agreement if such other contractor or subcontractor will so settle. If s~ch other contractor or subcontractor shall assess any claim against the Agency on account of any damage alleged to have been so sustained, the Agency shall notify the Developer and its construction contractor who shall defend at their own expense any suit based upon such claim~ and if any judgment or claims against the Agency shall be allowed, the Developer and its construction contractor shall pay or satisfy such judgment In addition, the Developer shall defend the Agency against any claims or litigation of any nature whatsoever brought by third parties and directly arising from Developer's negligent performance of its obligations under this Agreement, and in the event of settlement, compromise or judgment hold the Agency free and harmless therefrom. The Agency shall defend the Developer against any claims or litigation of any nature 'whatsoever brought by third parties and directly arising from Agency's negligent performance of its obligations under this Agreement, and in the event of settlement, compromise or judgment, hold the Developer free and harmless therefrom. 46 In the event of concurrent negligence of the parties hereto, the officers, agents and/or employees, then the liability for any and all claims for personal injury (including, but not limited to, death) and property damages, and the cost of defending same, including attorneys fees, arising out of the performance of this Agreement shall be apportioned under the California theory of comparative negligence as established presently, or as hereafter may be modified. (i) Rights and Remedies Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise or failure to exercise one or more of such rights or remedies by either party shall not preclude nhe exercise by it, at the same time or different times, of any right or remedy for the same default or any other default by the other party. (j) Severabi~ity. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obliga~ions of the parties have been materially altered or abridged by such invalidation, voiding or unenforceability. (k) minding Upon Successors. This Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest and assigns of each of the parties hereto except that there 47 shall be no transfer of any interest to any of the parties hereto except pursuant to the terms of this Agreement. Any reference in this Agreement to a specifically named party shall be deemed to apply to any successor, heir, administrator, executor or assign of such party who has acquired an interest in compliance with the terms of this Agreement or under law. (1) parties Not Co-Venturers. Nothing in this Agreement is intended to or does establish the parties as partners, co-venturers, or principal and agent with one another. (m) Warranties. The Agency expresses no warranty or other representation to the Developer as to fitness or condition of the Property for the building or construction to be conducted thereon. Agency does warrant and represent to Developer that it has the jurisdiction and authority to enter into this Agreement and to make the representations, and assume the obligations, herein set forth. SRC. ]9 MISC~T.T.ANROUS. (a) The Redevelopment of the Property pursuant to this Agreement is a private project and the Developer shall have full power over and exclusive control of the Property subject only to the limitations and obligations of the Developer under this Agreement, the Plan and the Restrictions. 48 (b) This Agreement shall inure to the benefit of, and be binding upon, the parties hereto, their respective heirs, successors, or assigns from the date of its execution. (c) The provisions of this Agreement do not limit the right of obligees to foreclose or o:herwise enforce any mortgage, deed of trust, or other encumbrance upon the Property, or the right of obligees :o pursue any remedies for the enforcement of any pledge or lien upon the Property; provided, however, that in the even: of a foreclosure sale under any such mortgage, deed of tr~st, or other lien or encumbrance, or a sale pursuant to any power or sale contained in any such mortgage or deed of trust, the purchaser or purchases, and their s~ccessors and assigns, and the Property shall be and shall continue to be subject to all of the conditions, restrictions and covenants herein provided for. SEc. ]3 DEFAULT. In the event of default or breach of this Agreement or any of its terms or conditions by the Developer, and if the Developer fails or refuses to correct or cure such default or breach within a reasonable time after notice from the Agency, the parties acknowledge tha~ either party may at its option exercise any remedy available to it by law to assure performance of this Agreement. SEC. 14 EFFECTIVE DATE OF TRIS AGREEMENT. This Agreement shall be presently effective subject to the condition subsequent of adoption of the final 49 Redevelopment Plan by the City and the Agency, provided, however, that if any judgment invalidating the Redevelopment Plan is rendered, entered and becomes final, all appeals have become final and the aforesaid judgment invalidating the Redevelopment Plan is not reversed, and further providing that the aforesaid judgmert invalidating the Redevelopment Plan materially affects the ability of the Agency to perform the provisions thereof, the effectiveness of this Agreement shall be suspende6 until the parties agree to perform some or all of the provisions of this Agreement notwithstanding the litigation. However, notwithstanding the aforementioned provisions of this paragraph, if any clause or paragraph of this Agreement or the Redevelopment Plan is held to be invalid or illegal by a final judgment of a court of competent jurisdiction and all appeals are not successful, such invalidity or illegality shall not act to invalidate any other provisions of the Agreement or the Redevelopment Plan, and all other provisions shall remain in full force and effect to the greatest extent legally possible. SEC. 15 COUNTERPARTS. The Agreement is executed in three (3) counterparts, each of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the City and the Agency have caused the Agreement to be duly executed in its name and behalf by its Mayor and Chairman respectively and the seal of each to 5O be hereunto duly affixed and attested by the City Clerk and Agency Secretary respectively and the Developer has caused the Agreement to be duly executed. ATTEST: CITY OF SOUTH SAN FRANCISCO City Clerk ATTEST .' retary REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO By //~ ' ' NEVILLE ~{. PRICE ROSEMARY C. I. PRICE 51 STATE OF CALIFORNIA ) COUNTY )  , a Notary Public personally appeared NEVILLE. H. PRICE, known to me or proven to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same ~~E^~.,- ~ WITNESS MY HAND and official seal. ~~~., . . .... County and State ) COUNTY ) ~ J , a Notary Public, pezsonally appeared ROSEMARY C. I. PRICE, known to me or proven to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same. WITNESS MY HAND and official seal. . /- -.,, /(_~. i ..... :_. ...... ._~ ...: ~ ,,.~Z:,~, '~ .~~--~ ...... ~ ':~ ~ , . 5- " ~' ' ( - ~ ....... . ~;~' . . ~ ~ . ~ i',, "% ~.' . . .· 0 EXHIBIT -, *~EVELOPER' $ IANIY' City of ~ovtb ~o~ Francisco and i~ de,cried or fail,st ~onchc. vhere sa~e is intersected ~y the dividing line Yetveen feet fro~ the corner co, on to sections 14-15-22 and 23 cf bnfls end the ~vrl ~vrl ~oncboe ~th O~* 4~0 ~z~t 339.~4 feet~ thence ~cFth 64° 450 ~8st ~5~.~0 feet~ ther. ce ~oF~b ~3° ~Et 2~3.20 ~eet~ thence ~ort~ 18° 35" East 158.40 feetf thence Forth 22° 3So We~t llO.UO feetl thence ~orth 12° 300 ~0lt 284.P0 feet~ then~ Forth 15° We~ ~94.~0 feetl thence Forth 43° 450 bit ~S.00 feet~ thence MoNth 63° 15" East 1~2.00 feet~ then~ leaving the line of the Blurs ~t~S ~ancho and runnin~ Merth feet to · ~oSnt on the Southerly line of Tide Lands Lot ~3 Section 14. TovnshiF 3 Sout~, ~.nge 5 Meat, ~.~,B. ~ ~. the trt, e ~Snt of b~fnnlng of thle descrl~lonl thence f~ said true ~lnt of ~eginning, along ~e ~vtberly 3i~e cf ~fee ~nd~ Lot~ ~3-2~21 8n~ 200 to t~e S~h~F~ corner cf sold Lot ~0~ thence North 45° Meats 8cro~s said Lots ~0 en~ 21, Northerly Bot, ndory line of Tide ~d L~s ~2-23 a~ 24. to tbs ~orthvest corner of s01d ~t 24~ thence ~ovth, olo g the Mt~terly line of eal~ Let 24, to the cor~er co~cn to Tide ~nd 24 and 25 of $ectlon 14 and Tide Land Lots 13 an~ 32 of Faction 15. Tcwnehl~ 3 South, ~onge S We~t, ~.~.~ & X.I thence along tht Northerly line of Tl~e LB~ L~8 3~ and 31, to ~e Forthvest corner ef gold ~t ~1 of stl~ section III thence 2e 30e ~as~ 240.5~ feet tea ~oint on the Easterly right of ~a~ line of ~he Southern Pacific ~aSlva~ Cc~an~ thence ~cutb 3~° 320 40" ~e~t 135~.95 feet, along said right of vo~ to the ~orthveft corner of i tract of land convey~ ~ tbs ~cho~-~atcher Co~ny ~l~ Marks to the Westezn YI~ and Steel Co~an~ of .California, ~y ~ee~ reco~ Avg,,st 24, 1025 fn 180 of Official ~ecords Of San ~ateo covnt~ at ~age 228~ thence continuing along sold rlgb~ of vo~ l~ne. ~vth 33° 32' 40° West 980 feet to a ~o/nt the~in, f:ron vhicb ~olnt the vndergro~na granite ~onv~ent Mo. I of the ~url Burl Boncho. s~lng at the Interaction of tbs ~crtherly ~o~nea~ line of said blth the centerllne of the ~an ~no ~d, ~ars ~o~b SS* O3* EXHIBIT ~i~tonce~t South 3~* 32' 40' West ~00 feet~ Foutb S~* ~* 20' or Oyster ~oint Boulevard (for~erl~ ~utler ~d)~ thence ~ovle~ard. ~oFtb 3~° 32' 40" ~8st 640.~5 feets thence feet~ thence Sot?th 13° 360 East lSO.iO feetr thence Sot, th feet to the Northeast corner of that certain ~0 fact de~crS~ed In ~e~ fro~ Con~olleotee Western Steel Ccr~cr~tfo~. · COrpOratiOn tC Unite~ States o~ A~,erfco recorded ~ly ~. ;0 foot rtrJ~ South 2~ 5S~ 30· East 241.31d feet to the Nc~herly 2~ne of Oyster Point ~oule~ordz thence olong s01d Fcrtherly 3ina of Oyster Po~nt Bovlevo~, North ~ 04~ 30· EaFt ~21.~0 feet to the ~ovthvest corner of thor ~ofn lS.S~ ocfe to Beth]eBe~ PocSfic Celst ~teel Cor~ofotJon~ I ~e3 cf Offlc~8] ~eco~s It ~ge 4~6 (File Fo. ~62~2-G) ~0~ certain 1~,04 acre ~oct conveyed to Healy Tl~bltts Construction e2S62-O) ~mn ~ateo Covnt~ ~eccrdf, thence along the. Westerly co. er of said 1~.04 oc~ troct~ then~ Morth S1.65 feet to All thmt certain piece or ~arce %~el~.g In the City of ~ovth San Franc ~tate of California, and ~ore J~artl ~lsco, Covrty of £an Fat~.o, Eovleverd (formerly Butler Road) distant thereon Forth e~° 040 20w ~ast 4~.990 feet fro~ the~olnt of ~ntersectton cf sal~ 2She cf Oyster Point ~cvlevard v~lth the Sovthea~terl~ boundary ]i~e of that certal~ 1~,4~6 acre ~arce3 of land de~crf~ed In oeec fro~ .ec~av-l~atcher 'CoiF·ny Pl~e ~orks to Western Pile and £teel Co~an~ of California, date~ ~vne 15, 1~25, recorded Avo~Ft cavity ~eco~ running thence along the Southeasterly ~cv~daFy line of said ~®rcel of land de to F. orth 3~° 32' 40' Ea~t ~40.~,0 f ther. ce continuing along the So~ yarcel of 3ar,~ de~cri~ed In said olc~ the Northeasterly ~rod~ction v~th the ~esterl~ ~c~dory lf~ scrl%ed In deed above referred set to an angle ~olnt t~,erelnt heesterl~ ~oundary line of the deed a~ovt referred tc aaa of said Southeasterly boundary S feat tc its lntertect ~on ~f that certain 22.105 acre Farcel of land described in the de,~d fro~ Sc~th ~an Francisco Land & %nFro~e~ent Co. to Thomas Butler, Crated ~.]~ril 4., 1899, recorded A~rt3 l.~, le~e, In Volt.eib8 of Deeds, ~age 2~5, ~an ~atec County ~eco~s~ rvnnSnV thence along said Westerly ~c~,nda~ line of sold 22.105 acre parcel of feet to an angle ~olnt therei ~esterl~ ~oundary line the fall · outh 13° l&~ East l~O.lO0 fe feet, South 0° 450 #est lBS feet. feet aaa South SI* S3' West ~e~terly ~ovnda~ line of ~ala rvn~tng Morth 20 55' 30 30° Wes~ ~82.S26 fee~j then~ ~o~ feetj thence South 38' 03' IS' Wes li~e of ~aSd Oyster Point ~o~leva: MeFt o3onq ~8Sd No, hotly 3tne o: feet to the ~oi~t of land South $0 59° East 145.940 ~ving courses and distance~ et, £ovth .~S° OS° West 110.300 LOS acre ~rcel of land eno ,88S feet~ thence So. th S~* 04' .h 61° ~5,' IS' We~t 110.52 :t ~19.141 f~et to the Northerly ,d~ thence Fo~th ~3° aC~ ~' ~ter PolLt Bovleva~ 391.494 LXCLP~'I~G, hcvever and reservinglnto the United Stated cf A~erica,' for its use, In accoroance ~ecvtvlth'.i~e O~er 9908, ay~rov~ on ~ce~r S, 194~, (IR F. u. ~223) all vranf~n, thor~v~ end Ill other ©f the Atontc Enerqy Act of 1946 essential to the production of In whatever concentration, fn -avant to e action S (~) (l) (60 Stat. ~1) to l~e l~ecvllmrly ,slono~le ~eterial, contained, ([ stria of land treaty (20) feet in ~idth over that certain 8cre tract all oF deEcrtbeG ~n the easement document creoting volv,e 26~S o~ O~fSc~e] ~eco~s at ~ge 435 (F~le '~c. 9~961-H), San ~otec County ~ecords. Said easement Ss aF~urtenant to ~erce~ II o~cve. All rSqhts of vestees in and to the underl)tn~ fee title to that ~ortion of Oyster Point l~cvlevard (fcr~.erly l~t, tler Road) lytn~ vithin that certain 22.1S5 acre troct ~eea to ~chav-~atcher Co~pany P~e ~orks recoraed ~vly ~.P. ~c.~ O1S-OlO-OlO O15-010-150 15 O1 010 O1 A 15 O1 0lO lSA OR~ER EATEz A~rtl 9, 1984 S.T.~. DATE: None ~ SP/yy/¢ ( EXHIBIT , ) "GSA SITE" DESCRZPTION COMMENCING at a point on the Northerly l'ne of Oyster Pt. Blvd. (formerly Butler Road) distant thereon North 87o OC' 30" East 492.990 feet from the point of intersection of said Northerly 'the of~yster Pt. Blvd. with the Southeasterly line of the Southern Pacific Company right of way, said point of commencement also being at the point of intersection of said line of Oyster Pt. Blvd. with the Southeasterly boundary line of that certain 12.426-acre parcel of land described in Deed from Schav-Batcher Company Pipe Works to Western Pipe and Steel Company of California, dated June 15, 1925, recorded August 24, 1925, in Volume 180 of Official RecordS, Page 228, San MateD ~ounty Records; running.thence along the Southeasterly boundary line of sa~d parcel of land described in Deed above referred to North 37o 32' 40" East 640.750 feet to an angle point therein; thence continuing along the Southeasterly boundary line of the p~rcel of land described in said Oeed above referred to and along the Northeasterly prOduction of said 5outheasterly boundary line North 58o $2' 26" East 1352.695 feet to its intersection with the Westerly boundary line of that certa:n 22.105 acre parcel of land described in the Deed from South San Francisco Lane & Improvement Co. to Thomas Butler, dated April 4, 1898, recorded April 15, '898 in Volume 78 of Deeds, Page 225, San MateD County Records; running thence along said Westerly boundary line of said 22.105 acre parcel of land South 5° 59' East 145.940 feet to an angle point therein; thence continuing along s~id Westerly boundary line the follow- ing courses and distances: South 13° 16' East 160.100 feet, South 55° 05' West 110.300 feet, South 0° 45' West 156 feet, South 15° 20' East 179.600 feet and South 51° 53' West 289.311 feet to t)e true point of beginning of the parcel of land to be described; running thence South 2° 55' 30" East 241.314 feet to the Northerly line of Oyster Pt. Blvd.; thence SOuth 87° 04' 30" West along said Northerly line of Oyster Pt. Blvd. 979.212 feet to an angle point in said Northerly line of Oyster Pt. Blvd.; thence continuing along said Northerly line of Oyster Pt. Blvd. South 83° 00' 20" West 173.348 feet; thence North 38° 03' 15" East 419.141 feet; thence South 6I° 55' 15" East 110.520 feet to a point perpendicularly distant 247.200 feet Northerly from said NorthePly line of Oyster Pt. Blvd.; thence North 87° 04' 30" East parallel with said Northerly line of Oyster Pt. Blvd. 782.526 feet; thence South 2° 55' 30" East 5.886 feet to the true point of beginning. CONTAINING 5.985 acres more or less. EXHIBIT £XHIBIT 3A OFF-SITE PUBLIC IMPROVEH£NTS The subdivider shall prepare plans and specifications for approval by the Ctty, enter tnto a Subdivision Improvement Agreement wtth the Ctty, submit performance and payment bonds and Insurance poltctes tn accordance wtth the requirements of the City, to accomplish the following work: Oyster Pont Boulevard Construction and installation of al' street improvements required to widen Oyster Point Boulevard to six (6) through traffic lanes between the Oyster Point Overpass and Alexander Avenue and four (4) through traffic lanes between Alexander Avenue and the east project boundary line. The widening shall include removal of existing median islands, roadway excavation and pavement removal, construction of new pavement section to provide for three (3) 12' wide and one'(l) 14' wide traffic lanes, an 8' wide bicycle path, cur~, gutter, $' wide sidewalk, raised pavement markers, double left turn aries into Alexander Avenue, accel- eration lanes, bus turn-outs and shelters, 16' wide landscaped and irrigated median tslands, storm drains, sanitary sewers, water system with fire hydrants, City standard 100 wt. HPS street ltghts and under- grounding of all existing and proposed utilities and appurtenances. These improvements shall tncludeCo~structton of a transition from the existing 2-lane roadway east of the project to the new 4-lane roadway. II. Traffic Signals Interconnected traffic signals, wtt~ State Type gO or 170 controller, shall be installed at the intersection of Alexander Avenue with Oyster Point Blvd. The existing traffic signal at Gateway Boulevard and Oyster Point Boulevard shall be modified as required to accommodate Shearwater Ortve and shall be interconnected with Alexander Avenue and the proposed Oyster Point Overpass signals. III. Airport Boulevard (Bayshore Highway) Bayshore Highway, between the proposed "Hook Ramps" opposite "Terrabay" Oevelopment and Oyster Point Boulevard shall be widened two (2) additional lanes to six (6) lanes. The hoOk ramp and the Oyster Point Boulevard inter- sections shall be widened and modified as described in the project E:I.R. and supplemental traffic studies by Planning Research Corporation and as reoutred by the City. The only obligation of ~eveJOper Shall be ~o provide any right-of-way dedications requir)o to install these improvements that can be directly provided from the. Developer's land. Developer agrees to cooper- ate in seeking to obtain any and all necessary right-of-way dedications tO- complete the above-described improvements. EXHIBIT 3A IV; Storm Dratnage Improvements Construction and Installation of a s~orm dratnage system to accommodate run-off from the entire Oyster Potnt Boulevard Oratnage Bastn (whtch includes areas west of Bayshore Freeway) to replace the extsttng storm drain to be abandoned within the She;rwter project. The storm drain shall be constructed of a stze and m~tertal acceptable to the Ctty and shall dtschargetnto the bay at a he~dwa11 structure conforming to the requirements of the Corps of Engineers. V. Sanitary Sewer Improvements The existing sanitary sewer system between Oyster Point Boulevard and Pump Station No. 4 does not have sufficient capacity to accommodate the subject project at full build-out, l'he developer shall construct and install improvements to the Oyster Point/Gateway Pump Station No. 4 on Harbor Way, and the sanitary sewer between these stations in accordance with a sanitary sewer study and improvement plans prepared by the applicant°s Civil Engineer, as approved by the City, to accommodate the estimated sewage discharge from the project at full build-out. VI. "As-Built" Plans Prior to final acceptance of the public improvements, the developer shall submit to the City a set of #As Built' plans of all public improvements and utilities constructed within the public right-of-ways and easements. The "As Built' plans shall consist of the original tracings or permanent "mylar" transparencies of a quality icceptable to the City and two (20 blue-line prints. -2- EXHIBIT SA EXHZBZT 3B ON-SITE PUBLIC ]MPROVEHENTS The subdivider shall prepare plans and specifications for approval by the City, enter into a Subdivision Improvement Agreement with the City, submit performance and payment bonds and insurance policies i~ accordance with the requirements of the City, to accomplish the following work: I. Oyster Point Boulevard Construction and installation of all street improvements required to widen Oyster Point Boulevard to six (6) through traffic lanes between the Oyster Point Overpass and Alexander Avenue and four (4) through traffic lanes between Alexander Avenue and the east project boundary line. The widening shall include removal of existing median islands, roadway excavation and pavement removal, construction of new pavement section to provide for three (3) 12' wide and one (1) 14' wide traffic lanes, an 8' wide bicycle path, curb, gutter, 5' wide sidewalk, raised pavement markers, double left turn la~es into Alexander Avenue, accel- eration lanes, bus turn-outs and shelters, 16' wide landscaped and irrigated median islands, storm drains, sanitary sewers, water system with fire hydrants, City standard 100 wt. HPS street lights and under- grounding of all existing and propose~ utilities and appurtenances~ These improvements shall include construction of a transition from the existing 2-lane roadway east of the project to the new 4-lane roadway. II. Shearwater Drive and Alexander Orive Construction and installation of full street improvements, within a right-of-way, including four (4) 14' travel lanes, dedicated left and right turn lanes at intersections and driveways, curbs, gutters, $' wide sidwewalks, 16' wide landscaped and t-rigated median islands, raised pave- ment markers, bus turn-outs and shelters, storm drains, sanitary sewers, water system with fire hydrants, City standard 100 wt. HPS street lights and the undergrounding of all utilities and appurtenances. At.locations where a median island will not be installed (north of Charles Boulevard)- the road right-of-way width shall be a minimum of $2' (two 15' vehicle lanes, and two $' sidewalks). III. Charles Boulevard Construction and installation of full street improvements, within a right-of-way, including four (4) 13' travel lanes, curbs, gutters, wide sidewalks, raised pavement marke-s, bus turn-outs and shelters, storm drains, sanitary sewers, water systems with fire hydrants, City standard 100 wt. HPS street lights and the undergrounding of all utilities and appurtenances. EXHIBIT 3B ZV. Trafftc Stgnals Interconnected traffic signals, with State Type 90 or 170 controller, shall be installed at the intersection of Alexander Avenue with Oyster Point Blvd. The existing traffic signal at Gateway Boulevard and Oyster Point Boulevard shall be modified as required to accommodate Shearwater Drive and shall be interconnected with Alexander Avenue and the proposed Oyster Point Overpass signals. V. Storm Drainage Improvements Construction and installation of a storm drainage system to accommodate run-off from the entire Oyster Point Boulevard Drainage Basin (which includes areas west of Bayshore Freeway) to replace the existing storm drain to be abandoned within the Shei~rwater project. The storm drain shall be constructed of a size and material acceptable to the City and shall discharge into the bay at a headwall structure conforming to the requirements of the Corps of Engtnee-s. Construction and installation of a storm drainage system to accommodate run-off from the proposed public street areas. The storm drains shall be constructed of a size and materta' acceptable to the City and shall discharge into the bay at a headwall structure conforming to the require- ments of the Corps of Engineers. VI. Sanitary Sewer Improvements Construction and installation of san'tary sewer facilities consisting of gravity sewers located within the public street right-of-way connec- ting each lot with the Oyster Point/Gateway Pump Station~ The sanitary sewers shall be constructed of a size and material and slope acceptable to the City. VII. Water Lines and Fire Hydrants All water mains and services sha'l be installed to the standards of the California Water Service Company and to the requirements of the City. B. Fire hydrants shall be of a type and at a location as required by the City. The design and installation of the new water facilities shall be approved by the California Water Service Company and installed at the cost to the City. -2- EXHIBIT 3B VIII~ Underground Utilities A~ All existing and proposed electr'cal and cen~nuntcation lines and facilities shall be placed under~round within the project boundaries. IX. 'As-Built" Plans Prior to final acceptance of the public improvements, the developer shall submit to the City a set of "As Bui' t' plans of all public improvements and utilities constructed within the public right-of-ways and easements. The "As Built" plans shall consist of the original tracings or permanent "mylar" transparencies of a quality acceptable to the City and two (2) blue-line prints. -3- EXHIBIT 3B ,,fSTER POZNT COhlTR]BUT]ON FORiiU~ 1. Seneral Provisions: Contributions shall be based u~on weekday Average Daily Trip (AOT) generation by v~rious land uses as set forth ~n Exhibit 1 attached hereto and incorporated' here~n by reference as though set forth ve'batim. Note: Ca) When ADT generation is basea upon gross square footage of a building, the gross square footage includes the total floor area withi~ the building she11L which shall be computed by measuring to the inside finished surface of permanentou~er bUilding walls~ The gross square footage of a building shall be the sum of the square footage of all enclosed f]oors of the..building~ including basementsj mechanical equipment areas, corridors and general support areas and the like~ Grosssquare footage shall not include f~rst floor open lobby area in exess of four hundred (400) square feet~ atrium openings which extend to floors above the atr~uim floorj Or Penthouses used exclusively to house mechanical equipment~ Credit may be given for AOT generated by uses previously existing on the parcel(s) proposed for development if thoSe prewous uses were lawful and active within two (2) years prior to the date the project proposal was accepted by the City as a complete application~ 2. Contribution Formula: Engineering News Record Construction Cost Index For San Francisco at date of Cash Payment Amount of ADT x $154' x 5139.61'* = Contribution Methods of Payment: Ca) In most cases~ payment or g~arantees of payment'shall be tede prior to issuance of building permits, Cb) In some cases (i~e~ projects underway prior-to adoption of the formula contained herein) guaranteed delayed paYment plans maybe approved by agreement with adequate surety~ Delayed paYment agreement will be subject to adjustment in accordance with Enginering lle'~s Record Index changes~ In no case shall the per-trip contribution amount be less than the $154 figure set forth above. Should the Engineering ~ews Record Index be discontinued~ the formula provided above shall be converted to any new or changed index whicf 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 Land Use EXHIBIT A TO OYSTER PO]HT CONTR]BJTION FOP. qULA General Description ADT Trip Rate Per Gross Square Feet Truck Terminal Facilities where goods are transferred between trucks, trucks and railroads, or trucks and airports. 9.86 General Industrial Typical uses are printing plants, material. testing laboFatories, assemblers of data processing equipment, and power stations which usually employ less than 500 amp-' loy~es with an emphasis on uses other than manufacturing. 5.46 Manufacturing Warehousing Primary activity ~s the conversion of materials or parts into finished products. Facilities which ~re all or largely devoted to storage of materials. 3.99 1) 4.50 Hotel Place of lodging which generally :ontains one hundred (100) or more lodging rooms or suites and which could include restaurants, cocktail lounges, meeting rooms, banquet rooms, and other -etail and service shops within the same building. 10.50 (Per Motel Place of lodging ~ich ordinarily contains · less than one hundred (100) rooms or suites which could include a restaurant on the same premises. 10.14 (Per Rc General Office Building 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. Research Center Facilities or groJps of facilities devoted nearly exclusively to research and develop- ment activities. 5.30 Recreational Club Dinner House Restaurant Privately owned, facilities including tennis courts, swin~ning pools, racquet ball courts, handball courts, and other minor gymnastic facilities. 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. 11.70 56.30 Pa.qe 1 of 3 EXHIBIT 4, page 2 Land Use EXHiBiT A TO OYSTER POINT CONTRIBUTION FORMULA General Description ADT Trip Rate Per lO00* 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 ard delicatessens. 164.40 Shopping Center General 'Commercial An integrated group of comercial est- ablishments which is planned, developed owned, and managed as a Unit: Under 50,000 Gross Square Feet $0,000 Gross SqLare Feet and Greater Establishments contained within freestand- ing commercial builcings including strip commercial buildings. 115.8 79.1 2) 48.00 Banks and.Savings and Loan Marina Single Family Dwellings Townhouses. Condominiums and Apartments Contain banks or savings and loan facilities. Public or private marina with some having social activities scheduled throughout the week. 74.00 1). 3.2/berth 3) lO.O/unit 9.0/unit 5.0/unit Except for 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 notwith- standing the fact that the use may include up to 25% of office use ancillary to the primary 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 AOT Square 1000 Sq. Ft. of Trip Use Feet Gross Floor Area Generation Office 2,500 (15,000-12,500) Delicatessen 1,000 General IAdustrial ' 4,000 Warehousing' 42,500 (30,000+12,500) 12.30 :30.75 164.40 164.40 5.46 21.84 4.50 191.25 408.24 In this case, the total trip generation would be 4r9 trips per day. *See next page EXHIBIT 4, page 3 *For specific definit,ons of land use categories and aata supporting trip genere:ion rates see "Trip Generation Second Edition - lg7g" prepared by the institute of Transportation Engineers A copy of this report, i.ncluding use definitions and variations of the above iisted rates, has been plac~d in the files of the Depart- ment .of Community Development, 400 Grand Avenue~ South San Francisco, CA 1) A Traffic Impact Analysis.of the Proposed Oyster Point Business Center; Transportation Consultant, Dec. 1981. 2) CALTRANS - 12th Progress Report on Trip Ends Generation Research Counts, Oecember; 1979; 3) Terrabay.Oevelopment; Final Env~ronmertal Impact Report~ August~ 1982 Page 3 of 3 EX~.IBIT 4, page 4 DECLARATION OF RESTRICTIVE COVENANTS TO RUN WITH CP:.RTAIN ~'.~N~ This declaration made by THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO, a public body, corporate and politic, hereinafter called 'the Agency' and by NEVILLE Ho PRICE and ROSEMARY C. I. PRICE, hereinafter called 'the Covenantors.' WITNESSETH~ WHEREAS, the Covenantors are the owners of certain lands within the U. S. Steel REdevelopment Project Area hereinafter referred to as the 'Project Area,' which is situated within the City of South San Francisco, County of San Mateo, State of California, and is more particularly described on Exhibit 'A,' attached hereto and incorporated herein by reference as though set forth herein. WHEREAS, the Council of the City of South San Francisco did on July 17,1985, by Ordinance No. 990-85 approve the U. S. Steel Redevelopment Plan for the Project Area (hereinafter referred to as the Plan)~ and WHEREAS, a copy of the Plan was recorded on , 1985, in the Office of.the County Recorder of the County of San Mateo in-Volume of the Official Records of said County at pages __to , inclusive. WHEREAS, the Agency and the Covenantors entered into an Owner Participation and Development Agreement (hereinafter referred to as the A~reement) on , 1985,' whereby the parties agreed to certain conditions under which Covenantor's lands w~ll-be ~eveloped all in accordance with the Plan and the Owner Participation .and Development Agreement~ and WHEREAS,-Covenantors desire toimpose-.the --. covenants-hereinafter set forth upon the lands within the Project Area.hereinabove describe6 which now are or hereafter~may be owned by Covenantors (hereinafter referred to as 'Covenantors' Land')-mnd to provide~that such:. covenants sba1! run with such.lan~s.. NOW, THEREFORE, Covenantors do hereby make the · following-declarations of the limitations, restrict~ons and ~. - uses-to which the Covenantors~-lard may be.put, hereby. specifying that such declarations shal! constitute covenants .... -. to run.with all of said lands as provided by law, and shall be binding on al! parties or persons claiming under them and for the benefit of and as limitations upon, all futUre owners of said lands. This declaration of restr~ctions is designed for the purpose of effectuating the U. S. Steel EXHIBIT Site Redevelopment plan for the Project Area and the Owner Participation and Development Agreement and to keep said lands desirable, uniform and suitable to design and of use as specified in the Plan and Agreement. The Plan and the Agreement, and as the same may be amended from time to time, are hereby by this reference incorporated herein as though the same were set forth in full at this point and nothing stated in this Declaration shall be deemed to limit the generality of the foregoing. Section 1. Use. No part of the ¢ovenantors' Land and no building, structure thereon shall be used in any manner or for any purpose except in accordance with the Plan and the Agreement and as the same may hereafter be amended. Section 2. Variations. Minor variations from the restrictions and covenants herein declared may be permitted in the development of any part of Covenantors' Land provided the variations are in accordance with the spirit and intent of the said restrictions and covenants and said variations are approved in writing by the Agency. Section 3. ~estrictions Against Discrimination. There shall be no discrimination against, or segregation of, any person or group of persons on account of race, color, creed, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Covenantorst Land, nor shall the Covenantors themselves or any person claiming under or through them, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or_vendees in.the Covenantorst Land...-. Section 4. ?ncorporation in-~eeds'. All of the covenantsand other-restrictions - in this Declaration-shall be contained .or expressly _ incorporated by reference in every title document affectinq-.uz_ any part of Covenantors' Land whether such title document shall-b6 executed by the Covenantors or any subsequent owner of any inter'est in said land.'.However, the failure.to ... include or.incorporate by reference said covenants and restrictions in any title document shall not prevent the same-from running with the land. EXHIBIT 5 Section 5. ~nforcement and ~ffect. (a) The Agency or the Covenantors, or any one or more of the owners of any interest in any land within the Project Area shall have the right to bring action in any court of competent jurisdiction to prevent, or abate, any breach of, or require adherence to, any of the covenants or other restrictions in this Declaration. (b) Inasmuch as the enforcement of the restrictions provided for in this Declaration is deemed essential for the effectuation of the plan and the Agreement and for the protection of the parries hereto and of all present and future owners of land within the Project Area, it ts hereby declared that any breach of the provisions of this Declaration cannot be adequately compensated for by recovery of damages, but that the Agency or any owner of an interest in any land within the Project Area may require, and shall, be entitled to, in addi=ion to all other.remedies, the remedy of prohibitive or mandatory injunction.to restrain any such breach. (c) The provisions of this Declaration shall run with and bind the Covenantors' Land and each part thereof, and shall. Inure to the benefit of, and be enforceable by the Agency-or'the owner-of any land or interest therein Included in the Project Area, their respective-heirs, legalrepresentatives,'successors:and --.._. assigns,.and failure by_the Agenc~ Or'any such'-land owner, to enforce any covenant or-other restriction in this Declaration shall-in no event be deemed a waiver_of the - right to-do so thereafter-as to the same breach-or-as to one accruing prior or subsequent thereto. (d) Every violation-or breach of the-.- covenants-and restrictions:herein contained.is.hereby' declared-to be'and to constitute---a:nutsance,-.and every:=-- remedy'allowed, by law or-equity against a. nuisance~ either. public'-or-private,-shall'-be applicable:thereto,-and such remedies~hali be deemedecumulative and not ~xclustve. (e) In the event-that the Agency shall be' aboltshedtor_lts designation.changed by, or-pursuant-to law,' Its powers,-rights.and functlons, cnder this Declaration-may _. be transferred.by, or pursuant to, law to any other- governmental officer or Agency, provided,'that-in-the event .. of such:-abolition:of the Agency---without.spec/fic:proviston----: of law for such~transfer-of powers¥:duties¥.rights~and - functions%=then:t_he Ulty0f So~th-San.Franctsco shall succeed to. the same. -. (f) The covenants and restrictions herein contained shall continue with full force and effect against. each part of the Covenanto£s* Land and owners thereof until EXHIBIT 5 July 1, 2031, and they shall continue in full force and effect thereafter unless and until changed or released by owners of not less than fifty-one percent (51%) of the ground area lands wit~htn the Project Area. (g) The invalidation of any one of the covenants or restrictions herein contained by judgment or order of court shall not in any manner affect any of the other covenants, restrictions or ~rovisions hereof which other covenants~ restrictions or ~rovisions shall remain in full force and effect. Section 6. Amendment. This Declaration of Restrictive Covenants shall be deemed to be amended upon the effective date of, and in accordance with any amendment or modifica- tion of the Plan or Agreement. Dated at South San Francisco, California, this ]]4-~ day of ~c- , 1985. THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO ATTEST: Execut~-ve~.D ecto~- NEVILLE ~. PRICE, Covenant-or ROSEMARY C J-! · PRICE, Covenantor .... EXHIBIT 5 · The land here~n referred to :i~ situated in the . tat· of Californla~ County of San'~lateo~ City of South San Francisco ara is ~escPibed as follows: BEGIIIL'.ING at a point on the l~o~therl~ line of'the Buri ]~uri Ranc'ho~'~here s~me ~s ln~ersectea by ~he d~vid~ng line be~en Sections 22 and 23; of TomsMp 3 South, Range S t~est2' }tount D~ablo B~se and Hertdlan; ~hich point is dls~nt South 199.8 fee[ fro~ ~e corner comor to section 14-15-22 and 23 of sai$ Township and R~nge; thence along .the li~e ~ivl~ing ~e Ti~e Lands an8 the ~urt South 81~ 4S;~. East :339.24 fe~t: thence Horth 64*_'4S~. 45~ East 277.20-feet; thdnce. Ilorth 18_% IS' I~uH ' R~ncho.~ feet;;- thence . tlorth 33° feet; thence I!orth 22° fe~-~,;--t,h~.nce t,'orf~ 15° Eas~ 25"7.40 East -158.40 15' 1~est 118.80 feet: thence Ilorth-12° 30~-'Eest 184.80 ~est 194.70 feet; thence 14brth 43' 45' East 7S.90 feet; thence L'orth 63_* 15'- E~-st'132.00 feet: thence.l'eaving_ the line of. the Burl ]~ur( Rancho and running Horth 485.76 feet to'a point on-the Southerly_line of T~de Lands Lot 23 of Section 14~ Township-3-South,--Range $ ~est~ 14,.D,1~. S 14. and the True Point of Beginning 'of this description;-thence_fro= said-true poJnic- of beginning East, '2,412.:30 feet along, t¥.e~ $outhe~ly.:line of~-Tide Lands_.Lo[s 23-22-21- and 20, to the Southeast corner of saJ~ Lot 20; thence-I!orth 45° t~est~ 1,866.74'-feet,~:across :said Lots 20. and 21~ to the I!orth~est-corner-~f_-_sa_~d Lot 21; thence-t/est, :t~980 _feet?along-the South San Francisco'C~ty-Lib_it-line: being also .the l:ortherly l~oundar~ L'~ne of Tide Land Lots 22:-23 and 24, to the EXHIBIT 5 of said Lot 24; thence leaving said C~ty Limit llne: South 13orth~est corner 1~320 feet) ~long the ~es~cerly line of said Lot 24, to the corner comon to Tide Land Lots 24 an~l 2S 'of Section 14 an~' T':d~ Lan. d Lots 17 iind 32 of Section T[wnshlp 3 South~ I~ange S Uest, lt:D.B. & 1t.; thence I~est 1,2;~.30 feet, along the )tortherly line of, Tide Land Lots .32 and 31~ to ~e I)orthwest corner of said Lot 31 of said section 151.thence ~orth' 2' 30'. East 249.57 feet to'a point on -the £asterly right of uay line of.the Southern Pacific Transportation Company; thence South 37' thence Continuing 32' 40" I~eSt '2:937.9S feet; along said righ. t of ~ay line; along the 'Southe. asterly, line of said rig1~t of ~ay~ the following courses and distances: South 52' 27' 20" East 25 feet and South 37* 32' 40" l~est 104.64 feet to the intersec:ion of said right-of way -l i ne 'wl th the llortherly .ii ne of Oyster Polnt Boulevard (Fornerly Burl er Road1; thence. Easterly along, the llortherly=llne 'of-sa~d -O~ste- Point Boulevard~. l~.th-87° 04r East 493,00 feet;' il,rib 83' O~l' IS" '£as~ 366~8g .feet; .$,'orth 87.? 04"'EaSi i18,36 feet: to-'a point on the l~ortherly prolongation of the Easterl~ line of Parcel 1' ms shown on the Parcel. F, ap recorded in Book 1~ of'Parcel-Iiaps at Page 29; San Fate, C-~unty -RecordS;- thence along -last said -p'~ol'ongation ~outh_ 3?' 48" 30' East feet to the intersection-of--said prolongation ~ith the Southerly_ line of.Oyster Point Boulevard;- thence Easterly along s~id Southerly-line of Oyster. Point )forth 87° 04' £ast=3i5,O0 feet;--South 3~_:48' 30" East 6.00 feet;'liorth 87' 04'~ East 2BO fcet;-Soutk3" 4B' 30" East~.OO-feet, l;orth 87° 04' East 457.17 -feet to the intersec:tion .of .the 5out1~.erly =line' of.-4)yster-.Point:-Boulevard.~ th __4~e 5outherly prolongation -of the l~esterly-line-.Of- Parcel -'4'- as - shown- . on-. the Parce~-~Eap EXHIBIT 5 r. ecorded in Book 23 of Parcel I~aps at Page 27, San tlateo County.Records~ thence ~' leaving the Southerly ltne of 07stet Point Boulevard, sec~ing ~e-'}lorther~'y line' of Oyster P,l'nt Boulewr~; 'thence lea~ing ~e II[rtherly li~e of O~ster Point along the l~esterly aha ~ortherly lines.of sam Parcel 4~ llor~ 1~146.10 feet and ~.or~ 72' 27' 53' East 1;070.26 feet to.~e Iiortheasterly corner of ~arcel ~ to the gesterly line of Parcel 1 as shorn on County R~co'rds;' thence along sa~a l~este.-ly l~ne llort~ flort~sterly corner_ of said Parcel 1~ thence along the Ilortheriy. l~ne of Parcel 1, be{rig also' the Southerly Bulkhead line (U.$.C.E. 12-S-36) East 657.77 feet; thence leaving said Bulkt~ad line florth 51.65 feet tO the True -- Point of Be§inning. " · ' ' ' - Cont~.~n~ng. 174.49 .Acres more or less; EXHIBIT 5 C ACCEPTABLE ¢ United Statemc I~:,ANCIAL Bank o£ America Citibank Chase Manhattan Bank Manufacturers Hanover Morgan Guaranty Trust Chemical Bank Continental Illinois Bankers Trust Trust Republic National Bank, Harris Trust Company · Texas Commerce Bank Northern Trust · Rainier National Bank - Pittsburgh National Rank Amerftrust First National Bank of Chicag6 Security. Pacific National Bank %4ells Fargo Bank Crocker National Bank First Interstate Bank o£ Cai Mellon Bank Seattle First National Bank Dallas First National 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 B~nk North Carolina National Bank Union Bank Philadelphia National Bank Southeast Banking Corp Valley National Bank of Detroit Bank Corp ~achovia Corp National City Corp Mercantile Texas Corp INSTIT1 ~TIONS Arizona mia Note The institutions liste~ are taken banks by assets. ~ythose U.S. ban~ California offices are a~ep~_hleins~tutions' FOR(iNYESTHENT the fifty largest. U.S. listed mix.ce bax~n9 Credit ~gr~i~ole Hutuel ;' ~ Credit, Lyonnais . Socie:e Generale Deutsche Bank Dresdner Bank' Westdeut. sche Landesbank Commerzbank Bayerisahe Landesbank Bayerische Veref~sbank Bayerfsche Bypotheken und cbs'el Bank Grea: Bri:atn: Japan: National Westmintster Bank Barclays Bank H~dland Bank Lloyds Bank of Ja Dai-Ichi KanEyo Bank N~rincbuktn Bank Fuji Bank ~. Sumitomo Bank Httsubisht Bank Sanwa Bank Industrial Bank of Japan Lon&-Term Credit Bank Tokai Bank Bank of Tokyo. Mitsui Bank The Netherlands: Rabobank Nederland . AleEzene Bank Nederland Amsterdam-~otterdam Bank' EXHIBIT Reyal Bank of Canada "Canadian Imperial Bank Bank of Montreal Bank of Nova Scotia Toronto'Dominion Bank Switzerland: S~!ss Bank Cor~ Union Bank of Switzerland Credit $uisse Belgium: Soeiete Gen~rale fie Banque Hung KonE: l:longkong a~d Shanghai Banking Note The financial institutions on t~is 1i largest non-U.S, banks.b~, assets, exclept for the.Bank of. Nova Scotia and Toronto Dominion Bank. Only those foriign banking insti, tutions list~ above having Cali~rnla offices are acceptable instxtutions. - ' EXHIBIT 6 % st are taken from ~he fifty · Land Use Narlnn Residential Hotel CC Conference Center/Aquar T Theater 0 Of f Ices (GSA) OR Off Ices Retal I/el names Reataurant P Parking Garages Streets & Rds Total Dry Land Lot Ho. 11 1 2 4 12 5-8 g, 10 SHEARWATER PROJECl' SCOPE OF DEVELOPMENT Land Area (acres) 33.59 (J~tr) 7.81 3.43 3.86 0,90 6.01 ) 12.84 ) 12.00 6.64 5:3.49 h. Ft./Ual ts 536 berths 300 unl~a 750' Rooms 100,000 (I,700 seats & Aquarium) 15,000 250,000 1,060,875 122,000 74,600 5,704 cars Max. Helqht I10' 50' 100~ 250' 75' EXHIBIT 7 CONSTRUCTION PHASING Phase 1986 Phase 2 1987 Phase 1988 Phase 4 1989 Phase 1990 Hote I Off ice/Retai I/Restaurant Marina (part) Residential (par-) Conference Center Theater Residential (par') Office/Retail/Restaurant Narlna (part) Residential (comp leted) Of f I ce/Re fa I I/Re s ta ura nt Narina (completec) Offices (GSA Site) (1) (2) (3) EXHIBIT ADT BEFORE ADJUSTHENTS FOR TSH AND INTERNAL TRAVEL (Ref: Table 4-17) LAND USE OFFICE HOTEL RETAZL RESTAURANT THEATRE CONFERENCE MARINA RESZOENTIAL S.F./UNITS TRIP RATE 1,310,875 14.0 750 10.5 122,000 50~0 74,600 70.0 ADT 18,351 7,875 6,100 5,222 270 1,600 2,400 1,671 ADT TOTAL: 43,389 ADT TOTAL IN EIR: (38,225) NOTE: REFER TO EXPLANATION IN EIR )F NATURE OF THESE ADTs "~..TABLE 4-17 Indicates the gross amount of travel that the Shearwater Stte would generate, Includ- Ing trtps that occur entirely on-stte between, for example, Shearwater offtces and restaurantsL.." (p.4-74). "...Counts (Trtp Rates) were =aken at tsolated land uses and do not reflect tqe reduction tn trafftc that can occur tf multiple uses are cembtned on one stte." (p.4-74) L EXHIBIT APT AFTER AD~IUSTI~ENTS FOR TSH - (Ref: ID ZNTERNAL TRAVEL LAND USE S.F./UNITS TRIP RATE AOT OFFICE HOTEL RETAIL RESTAURANT THEATRE CONFERENCE MARINA RESZOENT~AL 1,310,875 8.46 750 4.23 122,000 12.3 74,600 17.17 11,090 3,172 1,500 1,281 180 1,500 1,600 1,002 NOTE: AOT TOTAL: /LOT TOTAL ZN EIR: REFER TO EXPLANATION IN EZR NATURE OF THESE ADTs .~Presence of servtces (Rest , Retatlo Hotel, Convention Center, Restde~ttal & Recreation)' on the stte ts expected to duce peak hour offtce trafftC generation by below the amount that would occur tf the f~ce space was tsolated from such services...' (p. (T.S.M. estimated offtce ifftc reduction of 25~) 21,325 (21,325) EXHIBIT