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HomeMy WebLinkAbout2016-06-01 e-packet@6:30City of South San Francisco P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA Special Meeting Agenda Wednesday, June 1, 2016 6:30 PM City Hall, City Manager's Conference Room 400 Grand Avenue, South San Francisco, CA Joint Special Meeting City Council and Successor Agency Joint Special Meeting City Council Special Meeting Agenda June 1, 2016 and Successor Agency NOTICE IS HEREBY GIVEN, pursuant to Section 54956 of the Government Code of the State of California, that the Successor Agency to the City of South San Francisco Redevelopment Agency and the City Council will hold a Joint Special Meeting on Wednesday, June 1, 2016, at 6:30 p.m., in the City Hall, City Manager's Conference Room, 400 Grand Avenue, South San Francisco, California. Purpose of the meeting: Call to Order. Roll Call. Agenda Review. Public Comments - comments are limited to items on the Joint Special Meeting Agenda. 1. Report regarding the approval of the assignment of rights and obligations under the Development Agreement between the City of South San Francisco and Oyster Point Ventures, LLC, and the Disposition and Development Agreement between the Successor Agency to the Redevelopment Agency of the City of South San Francisco and Oyster Point Ventures, LLC, respectively, from Oyster Point Ventures LLC, to Oyster Point Development, LLC. (Alex Greenwood, ECD Director). City Council Only: 2. Report on Centennial Village Development - Second Administrative Agreement Amendment to the Development Agreement between the City of South San Francisco and El Camino and Spruce, LLC ( "First Amendment ") for the previously entitled Centennial Village project to allow a five -month extension to the timeframe to commence construction of the project at 180 El Camino Real in the El Camino Real Mixed Use Zoning District in accordance with SSFMC Chapters 19.60 & 20.090. (Billy Gross, Senior Planner) 2a. Resolution approving a Second Administrative Agreement Amendment to the Development Agreement for the development of a 14.5 acre site for the Centennial Village at 180 El Camino Real Project in the El Camino Real Mixed Use (ECRMX) Zoning District 3. Report for resolution authorizing the acceptance of a $5,000 donation from HCP Inc. to provide refreshments at the 2016 BIO International Convention, and amending the Economic and Community Development Department 2015/16 Operating Budget. (Leslie Arroyo, Communications Director). 3a. Resolution authorizing the acceptance of a $5,000 donation from HCP, Inc., to provide refreshments at the 2016 Bio International Convention, and amending the 2015/16 Economic and Community Development Department Operating Budget. City of South San Francisco Page 2 Printed on 8/2/2016 Joint Special Meeting City Council Special Meeting Agenda June 1, 2016 and Successor Agency Adjournment. City of South San Francisco Page 3 Printed on 8/2/2016 0 y City of South San Francisco �o Staff Report File Number: 16-416 c'QLIFO �l� Agenda Date: 6/1/2016 Version: 1 In Control: Joint Special Meeting City Council and Successor Agency Agenda Number: 1 P.O. Box 711 (City Hall, 400 Grand Avenue) out San Francisco, CA Status: Passed File Type: Staff Report Report regarding the approval of the assignment of rights and obligations under the Development Agreement between the City of South San Francisco and Oyster Point Ventures, LLC, and the Disposition and Development Agreement between the Successor Agency to the Redevelopment Agency of the City of South San Francisco and Oyster Point Ventures, LLC, respectively, from Oyster Point Ventures LLC, to Oyster Point Development, LLC. (Alex Greenwood, ECD Director). ..label RECOMMENDATION It is recommended that the City Council: 1. Approve, by motion, the attached Assignment of Rights and Obligations agreement, pursuant to Article 11 of the Development Agreement by and between the City of South San Francisco and Oyster Point Ventures, LLC, which effectuates the assignment and assumption of all rights and obligations from Oyster Point Ventures LLC, to Oyster Point Development, LLC. It is recommended that the Successor Agency: 2. Approve, by motion, the Consent, Assignment and Assumption Agreement pursuant, to Article 3, Sections 8.4 and 8.5 of the Disposition and Development Agreement by and between the Successor Agency to the Redevelopment Agency of the City of South San Francisco and Oyster Point Ventures, LLC pursuant to which the Successor Agency approves the transfer of developers from Oyster Point Ventures, LLC to Oyster Point Development, LLC. BACKGROUND/ DISCUSSION In March 2011, the City of South San Francisco (City) and the former Redevelopment Agency of the City of South San Francisco (RDA) entered into a Development Agreement (DA) and City of South San Francisco Page 1 Printed on 8/2/2016 File Number: 16 -416 Disposition and Development Agreement (DDA), respectively, with Oyster Point Ventures LLC (Developer) to form a public /private partnership to redevelop approximately 82 acres at Oyster Point. When the respective agreements were negotiated and subsequently executed it was anticipated that the Developer, at some period in the future, might wish to transfer ownership and assign the various obligations and rights under the DA and DDA to other development entities. Under the agreements, before a transfer to another developer can occur, the transfer and assignment request must meet certain requirements and must be approved by the City and the Successor Agency to the Redevelopment Agency of the City of South San Francisco (Successor Agency). Under the terms of Section 8.4 of the Disposition and Development Agreement (DDA/Attachment La) any assignment request to the Successor Agency must satisfy the following requirements: 8.4 Request for Approval; Notice. For any Transfer that requires Agency's approval, Developer shall notify Agency in writing of its request for consent, which notice shall include: (i) the proposed effective date of Transfer or assignment (which shall not be less than forty -five (45) days nor more than three hundred sixty -five (365) days after Developer's notice); (ii) the name and address of the proposed transferee; (iii) current, audited financial statements of the proposed transferee certified by an officer, partner, or owner thereof and any other relevant information pertaining to the proposed transferee's qualifications or financial capabilities, and development capacity that Agency may reasonably and timely request; and (iv) the instruments and other legal documents proposed to effect any Transfer of this Agreement, the Conveyed Property or interest therein. The transferee shall expressly assume all of the rights and obligations of the Developer under this Agreement arising after the effective date of the Transfer with respect to the property conveyed to the transferee and all obligations of Developer with respect thereto arising prior to the effective date of the Transfer (unless Developer expressly remains responsible for such obligations, either in the applicable assignment documents or by virtue of its failure to obtain a release contemplated in Section 8.6. 1) and shall agree to be subject to all other terms and conditions set forth in this Agreement. Provided that the request meets these requirements, the Successor Agency can approve the transfer of the rights and obligations from Oyster Point Ventures, LLC, the current Developer, to a new developer. When evaluating the transfer request, the Successor Agency shall look at the financial ability of the proposed transferee to own and develop the project and the experience of the proposed transferee. (DDA, Section 8.5) On May 13, 2016, the current Developer requested to assign all rights, responsibilities and ownership to a new Developer, Oyster Point Development, LLC. This request is attached as City of South San Francisco Page 2 Printed on 81212016 File Number: 16 -416 Attachment Lb. Staff has reviewed the submission from the current Developer, along with documentation from the proposed transferee, Oyster Point Development, LLC, and concluded that the transfer request meets the requirements of the DDA, as further discussed below. The approval notice request was received on May 13, 2016. The various financial documentation provided by the transferee reflects their financial ability and development capacity. Oyster Point Development LLC is wholly owned by Greenland Holdings Corporation Limited (Greenland), a public company listed on the Shanghai Stock Exchange. The corporate structure and ownership of Oyster Point Development is shown in Attachment lb. The City retained the services of an outside real estate and financial consulting firmed named EPS, which analyzed the financial data provided for Greenland. EPS concluded the "financial ability to own and develop the Oyster Point project is deemed high." Greenland is reported to be the world's largest developer with over 800 million square feet under construction worldwide and annual sales revenue exceeding $40 billion. Greenland has two major developments currently under construction in the United States: Pacific Park, a $4.9 billion development in Brooklyn, New York; and Metropolis, a $1 billion mixed use development in Los Angeles, California, which includes a hotel, condominiums and retail space. A copy of the EPS opinion, along with Greenland's financial data, is attached as Attachment lc. The senior management team assigned to Oyster Point Development, LLC, has the requisite experience to perform under the DA /DDA, as reflected in Attachment Ib. Oyster Point Development, LLC has also committed to strengthening their team with additional parties with biotech construction experience no later than September 30, 2016. Lastly, the instruments and other legal documents proposed to affect a transfer under this Agreement have been received and reviewed by the City attorney. All transfer requirements under the DDA have been met. In addition to the DDA requirements with the Successor Agency described above, the Developer and the transferee must also comply with certain requirements embodied in the Development Agreement (DA) (Attachment 2.a) which the Developer entered into with the City. Pursuant Article 11 of the DA, the following is required prior to transferring the rights and obligations under the DA: • The Developer and the transferee must enter into an Assignment of Rights and Obligations Agreement (Attachment 2.b) • The City has 45 days to respond to the request for consent. If the City fails to respond within 45 days, consent is deemed as granted. The Transfer request was forwarded to the City on May 13, 2016. • The transferee must submit to the City information describing their development experience and financial resources (Attachment Lc). City of South San Francisco Page 3 Printed on 81212016 File Number: 16 -416 Under the facts as discussed above in reference to the DDA, the Developer and proposed transferee have also met all the requirements for transfer under the DA. rT17'rrr c-rMnc If the City and the Successor Agency approve the proposed Transfer of Developers and the proposed Assignment and Assumption Agreement, the new developer will assume all rights and obligations under the respective agreements. Under the DA /DDA, the proposed transferee, Oyster Point Development, LLC, will first commence development of Phase I, consisting of 508,000 square feet of research and development (R &D) and/or office space, with associated infrastructure. Officials with Oyster Point Development, LLC., have expressed a desire to begin construction of Phase I within 12 months of approval of the transfer. CONCLUSION After review of the transfer request and associated documents, it is recommended that the City Council: 1. Approve, by motion, the attached Assignment of Rights and Obligations Agreement, pursuant to Article 11 of the Development Agreement between the City of South San Francisco and Oyster Point Ventures, LLC, that the City Council approves the assignment and assumption of all rights and obligations from Oyster Point Ventures LLC, to Oyster Point Development, LLC. It is recommended that the Successor Agency: 2. Approve, by motion, the Consent, Assignment and Assumption Agreement, pursuant to Article 3, Sections 8.4 and 8.5 of the Development and Disposition Agreement by and between the Successor Agency to the Redevelopment Agency of South San Francisco and Oyster Point Ventures, LLC that the Successor Agency approves the transfer of developers to Oyster Point Development, LLC. Attachments: 1. Successor Agency a) DDA b) Request for assignment (Shorenstein), Identification of transferee and Structure for Oyster Point Development, LLC, Consent, Assignment and Assumption Agreement c) EPS Review Memo and Greenland Financial Statements 2. City Council a) DA City of South San Francisco Page 4 Printed on 81212016 File Number: 16 -416 b) Assignment of Rights and Obligations City of South San Francisco Page 5 Printed on 81212016 S H 0 R E: S T E I N May 13, 2016 By Overnight Mail and Electronic Mail: mike.futrell a,ssf.net Mike Futrell City Manager City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Re: Oyster Point Development Agreement - Request for Assignment Dear Mr. Futrell: Shorenstein Properties LLC 85o Third Avenue New York, New York 20022 212. 986.2100 222 - 843.7270 Fax www.shorenstein.com This request is submitted pursuant to the Development Agreement ( "DA ") dated March 23, 2011, between the City of South San Francisco ( "City ") and Oyster Point Ventures, LLC ( "OPV ") concerning the development of the Oyster Point area in South San Francisco. Article 11 of the DA provides that OPV may transfer or assign all or any of its interests, rights, or obligations under the DA to third parties acquiring an interest or estate in the Project (as defined in the DA), subject to obtaining the prior written approval of the City, which shall not be unreasonably withheld. Pursuant to Section 11.02 of the DA, OPV hereby requests the City's written consent to the proposed assignment of OPV's interests under the DA to Oyster Point Development, LLC, a Delaware limited liability company ( "Assignee "). OPV and Assignee propose that the assignment would be effective as of approximately August 1, 2016. In support of this request, OPV is ti Zsmitting with this letter information describing the Assignee's development experience and financial resources demonstrating that Assignee will be able to perform the obligations it proposes to assume. We believe this information fully substantiates those qualifications, ai,d particularly satisfies the criteria set forth in Section 11.02 of the DA. This information is attached as Exhibit A. Additionally, a draft Assi nuiwnt an.1 Assumption Agreement, substantially in the form provided in Exhibit F to the DA, is enclosed for the City's review and approval. sf- 3653622 OWNER AND OPERATOR OF OFFICE PROPERTIES NATIONWIDF Mike Futrell May 13, 2016 Page Two We appreciate your assistance in obtaining the City's approval of the Assignment and Assumption Agreement as soon a ; ossible. Please do not hesitate to contact ni • r our counsel, Mr. Zane Gresham if you have any questions. We look forward to her. 'ng from you. Sincerely, Russell Cooper cc (email only): Jason Rosenber i jrosenber meyersnave.com) Steve 1viattas (3� .-m c( -?rn,meyersnave.com) Alex Greenwoo6 (alex.greenwood(c�,ssf.net) Paul Stein (n Le -,.Ld sksre.com) Clara Tang (Cis; ;ng(iQ Rreenlandusa.com) K. Allen Andcr -. ( kallenanderson (&greenlandusa.com) Zane 0. Gresh:,i t,zgresham @mofo.com) sf 3653622 EXHIBIT A • Greenland Group Summary of Qualifications • Greenland Group 2015 Annual Filing, Shanghai Stock Exchange [in Chinese; English translation forthcoming] GREENLAND USA The following information is submitted by the Greenland Holdings Corporation Limited (also known as "Greenland" or "Greenland Group ") in support of the request by Oyster Point Ventures, LLC ( "OPV") to assign to Oyster Point Development, LLC, all of OPV's rights under 1. the Disposition and Development Agreement dated March 23, 2011, between the Successor Agency to the South San Francisco Redevelopment Agency and OPV 2. the Development Agreement between City of South San Francisco effective March 23, 2011 (Recorder's Document No. 2011- 034324) Oyster Point Development, LLC is a subsidiary of the Greenland Group. & aw O LW.;�� GREENLAND USA MM Greenland will be the lead developer for the Oyster Point development at the Oyster Point Business Park and Marina Village in South San Francisco, CA. As is customary in connection with US development projects and following the structures created for Greenland's successful $1.2 plus Billion Metropolis project in Los Angeles and $6 plus Billion project in the New York City borough of Brooklyn, Greenland has formed a US company for the sole purpose of developing the Oyster Point project. That entity, Oyster Point Development, LLC, a Delaware limited liability company, is currently 100% owned by Greenland. GREENLAND AT A GLANCE • Established on July 18, 1992 • Headquartered in Shanghai, China #258 of Fortune 500 Global Enterprises in 2015 • 2015 total revenue was $32 billion, with total assets of $93 billion as of December 31, 2015 • 22 million square feet of development overseas • Built 4 out of the 10 tallest ultra high -rise landmark buildings • Overseas projects on four continents and in nine countries • In the USA, currently, over 8 million square feet of mixed -use development valued at $7 billion plus • Dedicated to improving urban landscapes and people's standard of living COMPANY OVERVIEW Greenland is a diverse enterprise group with business presence around the world. It is listed on the A- Share stock market in China. A Fortune Global 500 company, Greenland is well -known for development of ultra high -rise buildings, large urban complex projects, high speed rail station business districts and industrial parks. In the US, through its subsidiary Greenland USA, it is currently developing over 8 million square feet of mixed -use development. 2 GREENLAND USA DEVELOPMENT PHILOSOPHY Since founded in 1992, Greenland has been fueled by a mission to "create a better life" in the cities and communities in which it operates and invests. Greenland Group's philosophy revolves around developing independently within each community it serves via immersion in local culture and collaboration with top local talent. Greenland is committed to creating properties that will become the cornerstone of their communities. Greenland takes a holistic and long -term view at each of its projects because it is driven by the promise of what urban centers can become. ; r .a Ultra high -rise Landmark ResiderKe EXPERIENCE oil I iI oi`�I�� ICI +ir .� Greenland is one of the largest developers of large- scale, urban mixed -use developments in the world. Not only is Greenland well capitalized to bring large -scale projects to life, but it also brings a solid track record of meeting development milestones efficiently, while maintaining a commitment to quality and thoughtful design. Greenland has developed properties in 29 provinces in China as well as in 13 cities in nine countries on four continents, including the US, Australia, Canada, Russia, the UK, Germany, Japan, South Korea and Malaysia. Greenland's sales exceeded $30 billion USD in 2015, with a total area of development sold exceeding 234 million square feet in 2015. Greenland is currently developing over 8 million square feet of mixed -use development in the US, valued at $7 billion plus. With a performance & ��tp, aIffl GREENLAND USA history featuring over 80 projects successfully completed, Greenland Group brings the experience and expertise to develop this project. AWARDS Greenland is proud to be the developer of many award winning projects. In addition to being the developer of four of the 10 tallest buildings in the world, Greenland has received community and business recognition for its achievements as well as been honored with architectural awards. Some recent awards include: PROJECT AWARD YEAR China Daily Architizer A+ Award September Greenland Group Suzhou Center Architecture + Sustainability 2014 Finalist Architizer Zhengzhou Greenland Plaza Merit Award 2016 Real Estate Design China Awards 2015 Zhengzhou Greenland Plaza Sustainial00 Featured Project 2014 Sustainia September Zifeng Tower Gold Award 2016 Real Estate Design China Awards 2014 Best Tall Building China Jiangxi Nanchang Greenland Honorable Distinction China International Exchange Central Plaza, Parcel A Committee for Tall Buildings (CITAB) Council on 2016 Tall Buildings and Urban Habitat (CTBUH) Greenland has received recognition in the business community for its achievements: MEDIA RECOGNITION DATE China Daily Chinese Enterprises in the United States September 2015 The 50 Largest Construction Projects in Los Los Angeles Business Journal Angeles Country List September Featuring Metropolis 2015 Asian Business Awards Honoree, Public Company July 2015 The 50 Largest Construction Projects in Los September Los Angeles Business Journal Angeles Country List Featuring Metropolis 2014 4 9% tlt± 0 GREENLAND USA DEVELOPMENT TEAM Taotao Song Executive Vice President 777 S. Figueroa St., Suite 4650 Los Angeles, CA 90017 Tel: 213.500.7219 [email protected] Taotao Song serves as Executive VP of Greenland US Holding Inc. (dlbla Greenland USA), a subsidiary of Shanghai -based Greenland Group. Mr. Song has more than 20 years of real estate development experience and has developed more than 3 million sf of mixed -use properties across China. PROFESSIONAL EXPERIENCE Today, Mr. Song oversees all corporate operations for Greenland USA's West Coast operations, including the more than $1 billion Metropolis property in downtown Los Angeles. Mr. Song also drives Greenland USA's investment pipeline, actively seeking strategic growth opportunities on the West Coast. Prior to joining Greenland USA, Mr. Song spent 13 years with Greenland Group in China. He was the Design Director in the South Jiangsu Real Estate Division. EDUCATION & CREDENTIALS Tongji University - Bachelor of Architecture Fudan University- Master's in Business Administration 5 16 atf to] t!! W '40 3E 1. It GREENLAND USA Chao Wu Senior Vice President, Contracts 777 S. Figueroa St., Suite 4650 Los Angeles, CA 90017 Tel: 213.500.7219 [email protected] Mr. Chao Wu is in charge of cost control for the project construction process, including planning and budgeting. He has close to 20 years' experience in the real estate industry. Since joining Greenland Group, he has guided and participated in a myriad of construction projects, including many projects with ultra- high -rise buildings. PROFESSIONAL EXPERIENCE Since joining Greenland, he has been a leader in a myriad of construction projects. Mr. Wu was in charge of contract negotiations and bidding processes for many ultra -high -rise buildings and giant complexes, including the 1,175 feet high -rise in Wujiang, 984 feet high -rise in Changchun and 1,535 feet high -rise in Chengdu. Mr. Wu joined Greenland Group as Deputy Director of the Engineering Contracts. He has guided and participated in the construction of a wide array of business types including residential, hotels and commercial office spaces. He dealt with the controlling and reviewing for hundreds of projects over the affiliated 18 Divisions over 80 cities, totaling 430 million square feet. EDUCATION & CREDENTIALS Shanghai Maritime University- Master's in Business and Administration lbe to, �o GREENLAND USA K. Allen Anderson Senior Vice President & General Counsel 777 S. Figueroa St., Suite 4650 Los Angeles, CA 90017 Tel: 213.500.7219 kallenanderson @greenlandusa.com K. Allen Anderson is Senior Vice President & General Counsel of Greenland USA, responsible for real estate development, acquisitions, architecture and construction, finance, risk management, compliance and general corporate matters including governance, and with a primary focus on the company's massive Pacific Park Brooklyn mixed -use development project in New York City. PROFESSIONAL EXPERIENCE Before joining Greenland, Mr. Anderson served as Vice President of Legal & General Counsel, as well as Chief Privacy and Chief Compliance Officer, for Millennium Hotels and Resorts. As the company's sole in -house attorney, Mr. Anderson headed a group of legal and risk management professionals and supervised outside counsel. Prior to joining Millennium, Mr. Anderson was Vice President & Senior Counsel at Hilton Hotels Corporation (now Hilton Worldwide, Inc.). At Hilton, Mr. Anderson formed and headed the real estate and finance practice group, responsible for providing legal support in connection with all real estate, finance, development, and asset management activities of the company worldwide. EDUCATION & CREDENTIALS Licensed to practice in California and Colorado Yale Law School University of Southern California 7 & t�#t v 0 M W 0 3-1 I ILI GREENLAND USA Winston Yan Chief Technology Officer 777 S. Figueroa St., Suite 4650 Los Angeles, CA 90017 Tel: 213.500.7219 [email protected] Dr. Winston Yan holds a Master's degree in Architecture from Southeast University, China, and a Doctoral Degree in Architecture from the University of Michigan. Dr. Yan was a tenured professor of architecture at the University of Nebraska - Lincoln, and is a registered architect in the state of California. Dr. Yan joined Greenland Group in 2014, and since then, he has served as the Chief Technology Officer overseeing construction and technic issues for the Metropolis Project in Los Angeles. PROFESSIONAL EXPERIENCE As a registered architect and an architectural professor, Dr. Yan has accumulated more than 30 years of experience in professional education, research and practice in planning and architecture in U.S. and China, building design and management as well as experience in professional collaboration with structural and MEP engineers and landscape and interior designers. EDUCATION & CREDENTIALS University of Michigan — Doctor of Architecture Southeast University, China — Master of Architecture GREENLAND USA Clara.Tang Director of Development 777 S. Figueroa St., suite 4650 Los Angeles, CA 90017 Tel: 213.500.7219 [email protected] Ms. Clara Tang serves as Director of Development of Greenland US Holding Inc. (dIb /a Greenland USA), a subsidiary of Shanghai -based Greenland Holding Group. Ms. Tang joined Greenland USA in 2015. PROFESSIONAL EXPERIENCE Today, Ms. Tang manages the development pipeline, actively seeking strategic growth opportunities in the US. Prior to joining Greenland USA, Clara was with one of the Big 4 accounting firms and has more than 17 years of professional experience in the areas of auditing and M &A advisory. As the Americas Operation Leader for EY's China Business Network, she advised clients on their cross - border investment efforts between China and the Americas. She worked on acquisitions, divestitures and other capital transactions with deal value ranging from $5 million to $9 billion across a variety of industries, including real estate, life science, technology, etc. During her 9 -year career in Shanghai, Clara led five IPO engagements for companies seeking listing on the Hong Kong Stock Exchange and the Shanghai Stock Exchange. EDUCATION & CREDENTIALS Shanghai Jiao Tong University - Bachelor's Degree UCLA Anderson School of Management - Master's in Business Administration Member of California Society of Certified Public Accountants Chartered Financial Analyst 9 �# tali a D GREENLAND USA DEVELOPMENT HIGHLIGHTS Greenland has vast experience developing mixed use projects incorporating diverse elements such as traditional offices, industrial facilities, retail areas, and residences. A few of Greenland's many urban and industrial projects are described below. URBAN COMPLEX Greenland focuses on developing a modern service complex that integrates housing, business, office, hotels, etc., and is dedicated to improving the urban landscapes of various regions and people's standard of living. Strategic acquisitions, including the development of Pacific Park in New York City and Metropolis in downtown Los Angeles, through its subsidiary Greenland USA, exemplify its vision for properties that are amenity -rich, catalyze local economies and foster the growth of the surrounding communities. Metropolis, Los Angeles • Downtown LA's most prominent and strategic development, Metropolis is made to be an iconic gateway and will re- imagine the downtown skyline • The Metropolis Los Angeles Project is situated in downtown Los Angeles on 6.3 acres located on the Westside of Francisco Street between James M. Wood Boulevard and Eighth Street. Approximately 2 million sf of FAR area (3.6 million sf of gross building area) would be used for residential, hotel, restaurant and retail uses in four high -rise buildings, two podiums, and associated parking and open space The $1.2 billion plus Project is comprised of the following components: 1,500+ condominium dwelling units located in three high -rise towers; 350 -key high -rise hotel; and approximately 70,000 sf of restaurant and retail uses 10 16 v-1 to" x0 GREENLAND USA A streetscape plan will be implemented along Francisco Street in support of the "Avenue of Angels" concept to provide a pedestrian linkage between the LA Sports and Entertainment District (LA Live, Marriott Hotels, Microsoft Theatre, Staples Center, LA Convention Center) and the Financial District (office towers, Wilshire Grand Hotel, FIG at 7ffi Marketplace, etc.). In turn, these efforts will serve to foster a vibrant downtown community for visitors, workers, and residents alike. Pacific Park, Brooklyn • Built adjacent to the third largest transit hub in the city, Pacific Park's 6,430 mixed - income units are poised to anchor this popular neighborhood + The S6 billion plus Pacific Park Brooklyn project is the redevelopment of 22 acres in downtown Brooklyn that will include approximately 6 million sf of residential space (6,430 units of affordable and market -rate housing), a state of the art sports and entertainment arena, the Barclays Center, 247,000 sf of retail use, approximately 336,000 sf of commercial space and 8 acres of publicly accessible open space + The project playa permits a program variation which could allow for up to 1.6 million sf of commercial space. The project also includes major transportation improvements, including a new storage and maintenance facility for the LIRR (Long Island Rail Road) and a new subway entrance to the Atlantic Terminal Transit Hub The location was previously known as Atlantic Yards, and the master plan was designed by Frank Gehry. In 2014, Greenland USA teamed with developer Forest City and rebranded the site as Pacific Park 11 16 eift to] t W 1500 31 :1 2 GREENLAND USA • Located at the intersection of 11 subway lines and the Long Island Rail Road, the development is easily accessed by mass transit throughout the city and the region. Pacific Park will be both a dynamic destination for visitors to Brooklyn as well as a neighborhood asset for those who live there • The 8 acres of public open space will include play areas for kids, expansive greens, a basketball court, dog runs, public art and other programmed activities. Shanghai Greenland Riverside CBD Located along the riverside of south Huangpu District of Shanghai, with a total construction area of more than 3.2 million sf, the project integrates office, retail, and residence around large open plazas. It links the Lujiazui Financial Center and the Bund Luxurious Shopping Area, becoming the most symbolic integrated modern service project along Huangpu River. INDUSTRIAL PARK In its participation in the urbanization process of various regions in China, Greenland has built 2417 Live /Work/Play new towns characterized by an integration of "ecological, industrial, dwelling and leisure" functions. It has created a new format which features a sound interaction between industrial development and urban development. Haikou Greenland Airport Industrial City 12 Hohhot National High -Tech Industrial & tatf, X 0 GREENLAND USA Demonstration Zone Haikou Greenland Airport Industrial City Situated in Lingshan Town, Meilan District, Haikou, just 2 miles away from Meilan Airport, the project has been planned to combine urban redevelopment with industrial development, in order to form an integrated tourist city focusing on recreational and tourism industries, which will be supported by airport logistics and creative industries. Hohhot National High -Tech Industrial Demonstration Zone The project sits in eastern Hohhot, covering a land area of 524 acres. As a state -level hi -tech industrial demonstration zone, the project is expected to actively integrate the competitive industries of western China to develop a regional financial hub and an international hi -tech business city, which will become an innovative service base for modern financial industry upon completion. FINANCIAL Greenland is listed on Shanghai Stock Exchange and quarterly and annual filings are submitted to the Stock Exchange in Chinese using the Rmb currency with numbers displayed in Hindu - Arabic numerals. Attached is the 2015 annual filing which includes the audited financial statements of Greenland Group (from Page 176 to Page 361); a translation of the text into English will be made available by the end of next week. An overview of Greenland's financial qualifications is set forth below: Audited by Ruihua Certified Public Accountants (http: / /www.rhencpa.com.en/) December 31, 2015 Consolidated Parent Company (in millions) Page Ref Rmb USD Page Ref Rmb USD Total assets 178 600,436.07 92,507.14 180 71,232.05 10,974.48 Total liabilities 179 528,603.13 81,440.08 n/a n/a n/a Total shareholders` equity 179 71,832.94 13,067.06 181 71,232.05 10,974.48 Total revenue 181 207,533.79 31,974.02 185 0.30 0.05 * Exchange rate : 1 USD = 6.4907 RMB 13 � � � � � � E 0. 0 � � � ❑ � � .� a. L � � � � 0 L 0 � L � � � � L � cn Ala � LM � � 0A § / » Q E 0G ® ®§ ?a7J 3 / §7® e7 / \ moo. \ \ � -09 E. �oo�G \ � Co. \ cm \ I- :cc k k 2f2E\§ ƒ \o /// E& = � f \\ \E G $� ! L 0 0 %�f /k% \6 \��7 �\0 oece�\a§o± �LLJ &w D © �� a2f% � 7 VIMo EL k NIV *� 7� @G± ) 0 §) 0 jX §§ \2 kUJ � 0 � \ CL RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL, To: ) ) City of South San Francisco ) 400 Grand Avenue ) South San Francisco, CA 94080 } Attn: Executive Director } (Space Above This Line for recorder's Use Only) Exempt from Recording Fee per Government Code § 27383 CONSENT, ASSIGNMENT AND ASSUMPTION AGREEMENT This Consent, Assignment and Assumption Agreement ( "Assignment "), dated as of this day of , 2016 (the "Effective Date "), by and between the SUCCESSOR AGENCY TO THE FORMER SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY, a public body corporate and politic, OYSTER POINT VENTURES, LLC, a Delaware limited liability company ( "Assignor ") and OYSTER POINT DEVELOPMENT, LLC, a Delaware limited liability company ( "Assignee "). The former Redevelopment Agency is referred to herein as "RDA" and the as Successor Agency to the RDA is referred to as "Agency ", WITNESSETH A. Assignee desires to acquire certain property located in the City of South San Francisco, County of San Mateo, State of California, as more particularly described on Exhibit A attached hereto and made a part hereof. B. The Property is subject to the terms and conditions of that certain Disposition and Development Agreement (this "Agreement ") dated March 23, 2011 by and among the RDA, Assignor, and the City of South San Francisco, a municipal corporation. Assignor is the "Developer" under the Agreement. C. Pursuant to the dissolution of Redevelopment Agencies by the State of California, Agency has succeeded to the RDA's rights, interests, obligations and liabilities under the Agreement and has incorporated specified obligations into Agency's Recognized Obligation Payment Schedule ( "ROPS ") for the period of July 2016 through June 2017, and all prior ROPS, as approved by the Oversight Board for the Agency. D. Assignor desires to assign to Assignee all of its rights, interests, obligations and liabilities under the Agreement and for Assignee to assume all of Assignor's rights, interests, obligations and liabilities thereunder concurrently with execution of this Agreement, and Assignee desires to so acquire such rights, interests, obligations and liabilities from Assignor and agrees to assume such rights, interests, obligations and liabilities, all as more fully set forth herein. E. The Agency desires to consent to (i) Assignor's assignment of its rights, interests, obligations and liabilities under the Agreement and (ii) Assignee's assumption of all of the rights, interests, obligations and liabilities of Assignor; to the extent such rights, interests, obligations and liabilities relate to the Property. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Agency, Assignor and Assignee hereby agree as follows: 1. Assignment by Assignor. From and after the Effective Date hereof, Assignor hereby assigns, transfers and grants to Assignee, and its successors and assigns, all of Assignor's rights, interests, obligations and liabilities of Assignor as the "Developer" under the Agreement. 2. Acceptance and Assumption. From and after the Effective Date hereof, Assignee, for itself and its successors, assigns and legal representatives, hereby expressly assumes all of rights, interests, obligations and liabilities of the Assignor as Developer under the Agreement. 3. Agency's Consent. Agency hereby consents to (i) Assignor's assignment of its Developer rights, interests, obligations and liabilities under the Agreement and (ii) the assumption by the Assignee of all of the rights, interests, obligations and liabilities and agrees to look solely to the Assignee and its successors and assigns for any and all obligations and liabilities of the "Developer" under the Agreement arising from and after the Effective Date. 4. Governing Law. This Assignment and the legal relations of the parties hereto shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to its principles of conflicts of law. 5. Counterparts. This Assignment may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. 6. Further Assurances. Agency and Assignee agree to take all such further actions and execute such further documents as may be necessary or desirable to carry out the purposes of the Assignment. IN WITNESS WHEREOF, Agency, Assignor and Assignee have duly executed this Assignment as of the day and year first above written. [Signatures follow on separate page] 2 ASSIGNOR: OYSTER POINT VENTURES, LLC, a Delaware limited liability company By: SRI Nine Oyster Point LLC, a Delaware limited liability company, its Managing Member By: Name: Its: AGENCY: SUCCESSOR AGENCY TO THE FORMER SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY, a public body, corporate and politic By: Name: Executive Director ATTEST: By: APPROVED AS TO FORM: By: Agency Counsel ASSIGNEE: OYSTER POINT DEVELOPMENT, LLC, a Delaware limited liability company By: _ Name: Its: 3 EXHIBIT A Property 2663468.1 RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) ) City of South San Francisco ) 400 Grand Avenue ) South San Francisco, CA 94080 ) Attn: City Manager ) (Space Above This Line for Recorder's Use Only) Exempt from Recording Fee per Government Code § 27383 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ( "Agreement ") is entered into as of the day of 12016, by and among OYSTER POINT VENTURES, LLC, a Delaware limited liability company ( "Assignor "), OYSTER POINT DEVELOPMENT, LLC, a Delaware limited liability company ( "Assignee "), and the CITY OF SOUTH SAN FRANCISCO, a municipal corporation ( "City "). RECITALS A. Assignor has entered into a Development Agreement with City effective March 23, 2011 (Recorder's Document No. 2011 - 034324) ( "Development Agreement "), to facilitate the redevelopment of that certain real property owned and to be acquired by Assignor as Developer thereunder consisting of approximately 42 acres within the City of South San Francisco, County of San Mateo, State of California, which is legally described in Exhibit A to the Development Agreement and shown on the map attached to the Development Agreement as Exhibit B ( "Property "). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Development Agreement. B. Assignor has a legal and/or equitable interest in the Property, more particularly described in Exhibit 1 attached hereto and incorporated herein. C. Assignor desires to transfer its legal and/or equitable interest in the Property to Assignee concurrently with execution of this Agreement and Assignee desires to so acquire such legal and/or equitable interest in the Property from Assignor. D. Section 11.02 of the Development Agreement provides that Assignor may assign its rights and obligations under the Development Agreement to another party, provided that the Assignor shall have provided to City at least forty -five (45) business days prior written notice and provided that the Assignor and the Assignee document the assignment in an agreement substantially in the form of Exhibit F to the Development Agreement. E. Assignor has provided the required written notice to City of its intent to enter into an assignment and assumption agreement as required by Section 11.02 of the Development Agreement. F. Assignor desires to assign to Assignee all rights and obligations of Assignor under the Development Agreement with respect to the Property and Assignee desires to assume all obligations of Assignor thereunder. Upon execution of this Agreement and transfer to Assignee of legal title to the Property, Assignor desires to be released from any and all obligations under the Development Agreement with respect to the Property. AGREEMENT NOW, THEREFORE, Assignor, Assignee, and City hereby agree as follows: 1. Incorporation. The foregoing recitals are true and correct and are incorporated herein by this reference. 2. Assignment by Assignor. From and after the Effective Date hereof, Assignor hereby assigns, transfers and grants to Assignee, and its successors and assigns, all of Assignor's rights, interests, obligations, duties, responsibilities, conditions and restrictions of Assignor as the "Developer" under the Agreement (the "Developer Rights "). 3. Acceptance and Assumption. From and after the Effective Date hereof, Assignee, for itself and its successors, assigns and legal representatives, hereby accepts such assignment and expressly assumes all of the rights, interests, obligations, duties, responsibilities, conditions and restrictions of the Assignor as Developer under the Agreement (the "Assumed Obligations "). 4. Release of Assignor. Assignee and City hereby fully release Assignor from all Assumed Obligations. Both Assignor and Assignee acknowledge that this Agreement is intended to fully assign all of Assignor's Developer Rights to Assignee, and it is expressly understood that Assignor shall not retain any Developer Rights whatsoever. 5. Substitution of Assignor. Assignee hereafter shall be substituted for and replace Assignor in the Development Agreement. Whenever the term "Oyster Point Ventures, LLC" or "Developer" appears in the Development Agreement, it shall hereafter mean Assignee. 6. Assignor and Assignee Agreements, Indemnifications and Waivers. (a) Assignee represents and warrants to City as follows: (i) Assignee is a limited liability company duly formed within and in good standing under the laws of the State of Delaware. The copies of the documents evidencing the formation of Assignee, which have been delivered to City, are true and complete copies of the originals, as amended to the date of this Agreement. Assignee has full right, power and lawful authority to undertake all obligations as provided herein and the execution, performance 2 and delivery of this Agreement by Assignee has been fully authorized by all requisite actions on the part of Assignee. (ii) Assignee's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Assignee is a party or by which it is bound. (iii) Assignee has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Assignee's creditors, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Assignee's assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Assignee's assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally. (iv) As of the Effective Date of this Agreement, Assignee holds a legal and/or equitable interest in the Property. (b) Assignor and Assignee hereby acknowledge and agree that City has not made, and will not make, any representation or warranty that the assignment and assumption of the Development Agreement provided for hereunder will have any particular tax implications for Assignor or Assignee. (c) Assignor and Assignee each hereby waives and releases and each hereby agrees to indemnify and hold City harmless from any and all damages, liabilities, causes of action, claims or potential claims against City (including attorneys' fees and costs) arising out of or resulting from the assignment and assumption of the Developer Rights and Assumed Obligations. (d) Assignor acknowledges and agrees that the Developer Rights have been fully assigned to Assignee by this Agreement and, accordingly, that Assignee shall have the exclusive right to assert any claims against City with respect to such Developer Rights. Accordingly, without limiting any claims of Assignee under the Development Agreement, Assignor hereby waives any claims or potential claims by Assignor against City to the extent arising solely out of the Developer Rights. 7. Development Agreement in Full Force and Effect. Except as specifically provided herein with respect to the assignment, all the terms, covenants, conditions and provisions of the Development Agreement are hereby ratified and shall remain in full force and effect. 8. Recording. Assignor shall cause this Agreement to be recorded in the Official Records of San Mateo County, California, and shall promptly provide conformed copies of the recorded Agreement to Assignee and City. 9. Successors and Assigns. Subject to the restrictions on transfer set forth in the Development Agreement, all of the terms, covenants, conditions and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and assigns, pursuant to Section 14.08 of the Development Agreement. 10. Assignee Address for Notices. The address of Assignee for the purpose of notices, demands and communications under Section 14.09 of the Development Agreement shall be: Assignee: OYSTER POINT DEVELOPMENT, LLC 777 S. Figueroa Street, Suite 4650 Los Angeles, CA 90017 Attn: Taotao Song Telephone: (213) 784 -3895 With a copy to: Starr Finley, LLP One California Street, Ste 300 San Francisco, California 94111 Attention: Eric Starr, Esq. Phone: (415) 658 -0800 Facsimile: (415) 399 -1407 11. Applicable LawNenue. This Agreement shall be construed and enforced in accordance with the laws of the State of California, without reference to choice of law provisions. Any legal actions under this Agreement shall be brought only in the Superior Court of the County of San Mateo, State of California. 12. Interpretation. All parties have been represented by counsel in the preparation and negotiation of this Agreement, and this Agreement shall be construed according to the fair meaning of its language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement. Unless the context clearly requires otherwise: (a) the plural and singular numbers shall each be deemed to include the other; (b) the masculine, feminine, and neuter genders shall each be deemed to include the others; (c) "shall," "will," or "agrees" are mandatory, and "may" is permissive; (d) "or" is not exclusive; and (e) "includes" and "including" are not limiting. 13. Headings. Section headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants or conditions of this Agreement. 14. Severability. Except as otherwise provided herein, if any provision(s) of this Agreement is (are) held invalid, the remainder of this Agreement shall not be affected, except as necessarily required by the invalid provisions, and shall remain in full force and effect unless amended or modified by mutual consent of the parties. 11 15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original, but all of which, when taken together, shall constitute one and the same instrument, with the same effect as if all of the parties to this Agreement had executed the same counterpart. 16. City Consent. City is executing this Agreement for the limited purpose of consenting to the assignment and assumption and clarifying that there is privity of contract between City on the one hand, and Assignee on the other, with respect to the Development Agreement. 17. Effective Date. The Effective Date of this Agreement shall be the date upon which Assignee delivers evidence of the transfer to City ( "Effective Date "). For the purposes of this Section, the evidence of transfer shall consist of a duly recorded deed and title report. IN WITNESS WHEREOF, Assignor, Assignee, and City have entered into this Agreement as of the date first above written. [Signatures follow on separate page] ASSIGNOR OYSTER POINT VENTURES, LLC, a Delaware limited liability company By: SRI Nine Oyster Point LLC, a Delaware limited liability company, its Managing Member By: _ Name: Its: [Notary Acknowledgment Required] CITY CITY OF SOUTH SAN FRANCISCO, a municipal corporation By: Name: City Manager [Notary Acknowledgment Required] ATTEST: By: City Clerk APPROVED AS TO FORM: By: City Attorney ASSIGNEE OYSTER POINT DEVELOPMENT, LLC, a Delaware limited liability company Name: Its: [Notary Acknowledgment Required] on EXHIBIT NO. 1 Property Legal Description 2663474.1 Exhibit No. 1 sf- 3654376 ���SK =NSA of South • 0 Staff Report c'QLIFOR��� .11 •" Agenda Date: 6/1/2016 Version: 1 In Control: Joint Special Meeting City Council and Successor Agency Agenda Number: 2 P.O. Box 711 (City Hall, 400 Grand Avenue) out San Francisco, CA Status: Agenda Ready - Administrative Business File Type: Staff Report Report on Centennial Village Development - Second Administrative Agreement Amendment to the Development Agreement between the City of South San Francisco and El Camino and Spruce, LLC ( "First Amendment ") for the previously entitled Centennial Village project to allow a five -month extension to the timeframe to commence construction of the project at 180 El Camino Real in the El Camino Real Mixed Use Zoning District in accordance with SSFMC Chapters 19.60 & 20.090. (Billy Gross, Senior Planner) ..label RECOMMENDATION It is recommended that the City Council adopt a resolution approving a Second Administrative Agreement Amendment to the Development Agreement for the Centennial Village Project at 180 El Camino Real. BACKGROUND /DISCUSSION On March 12, 2014, the City Council approved a Use Permit, Design Review, Transportation Demand Management Plan (TDM), and Development Agreement to allow the construction of a mixed -use project including approximately 222,000 square feet of commercial space, up to 284 residential units, a parking structure and surface parking, and other on- and off -site improvements (Project) to replace the existing commercial shopping center at 180 El Camino Real. As part of the Project approvals, the City and the applicant negotiated a Development Agreement to clarify and obligate several Project features and mitigation measures, including the timeframe in which construction of Phase 1 would commence after final approval by the City was granted; the approved timeframe was 18 months from approval, September 26, 2015. On August 26, 2015, the City Council approved an Administrative Agreement Amendment to the Development Agreement, allowing for the following amendments to the original Development Agreement: • Minor modifications to the project design • Revise the commencement date of Phase 1 construction from 18 months to 27 months (extending the Phase 1 construction deadline to June 26, 2016) Second Administrative Agreement Amendment ( "Administrative Amendment') The applicant has submitted a request for a Second Administrative Agreement Amendment to City of South San Francisco Page 1 Printed on 81212016 File Number: 16 -425 further extend the Phase 1 construction deadline from 27 months to 32 months (extending the Phase 1 construction deadline to November 26, 2016). Subsequent to approval of the first Administrative Agreement Amendment last August, the applicant has submitted building permit plans, and the City anticipates being able to approve and issue building permits prior to expiration of the current Phase 1 construction deadline. With plans at a "ready -to- issue" phase, the applicant is now able to obtain construction cost bidding, and anticipates bids being received by June 9, 2016. The applicant has also submitted estimated construction milestones include the following: • Demolition of Firestone Building • Start of Pre - demolition Asbestos Removal • Start of Shopping Center Building Demolition • Start of City sewer main relocation May 25, 2016 • Start of Phase 1 Building Footings construction August 15, 2016 September 15, 2016 September 26, 2016 November 26, 2016 Because of these delays, the applicant is requesting an additional minor modification to the Development Agreement to revise the commencement date of Phase 1 construction from 27 months (which would occur on June 26, 2016) to 32 months (which would occur on November 26, 2016). No other changes to the DA are proposed at this time. The proposed amended language is shown below in strikeout /underline format: Section 6.13(a)(i). Phase 1 construction will begin within 2732 months after final approval by the City of all discretionary approvals of the overall plan, and the passage of all applicable statutes of limitations without legal challenge and will include: • Demolition of Firestone Building shall begin by no later than May 25, 2016. • Pre - demolition Asbestos Removal shall begin by no later than August 15, 2016. • Existing Shopping Center Building Demolition shall begin by no later than September 15, 2016. • City Sewer Main Relocation shall begin by no later than September 26, 2016. • All commercial buildings except Building E. • All subterranean parking under the main surface parking lot. • Phase 1 Parking Garage. • A minimum of 150 apartment units above Safeway /Major 2. • All current site improvements and design features. • No change to building architecture as approved by the City Council per DR11 -0019. • The second story of Buildings C and /or D may consist of exterior walls and roof only, as shown on the plans approved concurrently herewith. • Developer must apply for the building permit for the Phase 1 Safeway /Major 2 commercial building, not including CVS concurrently with the building permit for the 150 Phase 1 residential units; the Safeway /Major 2 commercial building not including CVS and 150 unit residential building permits will only be issued concurrently. • The City shall not be obligated to issue any certificate of occupancy for the Phase 1 Safeway /Major 2 commercial building until construction of Phase 1 residential units, defined as vertical wall framing of the residential units, has commenced. City of South San Francisco Page 2 Printed on 81212016 File Number: 16 -425 Section 7.02(a) of the Development Agreement provides that amendments to the DA that do not substantially affect (i) the term of the DA, (ii) permitted uses of the Project Site, (iii) provisions for the reservation or dedication of land, (iv) conditions, terms, restrictions or requirements for subsequent discretionary actions, (v) the density or intensity of use of the Project Site, or (vi) or monetary contributions by the Developer, can be approved by City Council resolution as an "Administrative Agreement Amendment." None of these conditions exist here, and therefore, an Administrative Agreement Amendment is appropriate. The proposed Second Administrative Amendment is attached as Exhibit A to the Resolution. GENERAL PLAN CONFORMITY AND ZONING CONSISTENCY The Project site is designated El Camino Real Mixed Use within the General Plan. The site is also located within the El Camino Real Mixed Use Zone District, which provides zoning for high- intensity active uses and mixed -use development. The Project is consistent with the guiding and implementing policies in the General Plan by creating a mixed -use environment within the required FAR parameters that emphasizes pedestrian - activity with buildings built up to the sidewalk along El Camino Real and South Spruce Ave, provides a well - articulated and visually engaging development that implements the goals of the Grand Boulevard Initiative and locates parking in a way that is not visually dominant. The Project remains consistent with all development standards of the District. ENVIRONMENTAL REVIEW An Initial Study /Mitigated Negative Declaration (IS /MND) was prepared for the Project and was circulated on April 12, 2013 for a 30 -day review period. A total of six comment letters were received from commenting agencies, but no significant environmental issues were raised. A public hearing was held before the Planning Commission on August 15, 2013 to receive comments from the public on the IS /MND. The City Council adopted the IS /MND on March 12, 2014. The IS /MND included a Mitigation Monitoring and Reporting Program. The modifications to the mixed -use development and development agreement would not include any substantive changes that would result in any additional environmental impacts and are within the parameters that were analyzed in the IS /MND. Therefore, no further CEQA action is required by the City Council at this time. CONCLUSION The proposed Second Administrative Agreement Amendment to the Development Agreement includes amendments related to the proposed commencement date of construction, and remains consistent with the intent and purpose of the El Camino Real Mixed Use district. There are no new or increased environmental impacts that would occur as a result of the proposed Project modifications. Therefore, staff recommends that the City Council adopt a resolution approving a Second Administrative Agreement Amendment to the Development Agreement for the Centennial Village Project. Attachments: City of South San Francisco Page 3 Printed on 81212016 File Number: 16 -425 1. Second Amendment Request Letter from Applicant, dated May 5, 2016 2. Original Development Agreement 3. Administrative Agreement Amendment City of South San Francisco Page 4 Printed on 81212016 WTJMITCHELL GROUP INVESTMENTS, DEVELOPMENT, ASSET MANAGEMENT, REAL ESTATE BROKERAGE By U.S. Mail and Electronic Mail May 5, 2016 Mike Futrell, City Manager City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Mike.Futrell(a, ssf.net Re: Centennial Village a Transit Oriented Development Dear Mr. Futrell: We respectfully request that in Section 6.13 a.(i) of the development agreement between the City of South San Francisco and El Camino and Spruce LLC the start date for building construction be extended to November 26, 2016. Because a major city sewer main currently located on our property must be relocated into Spruce Avenue before any work commences onsite, the building foundation work will not begin as soon as would usually be the case. Further, the mixed -use nature of the approved development, coupled with its transit- oriented density, has required considerably more design, development coordination and city plan check review time than all parties had originally anticipated. In addition the apartment plans submitted in November 2015 are still being checked by the outside plan check company, which has forced us to delay construction cost bidding until just recently. As of this date the project has plans at ready -to -issue building permit stage for the Spruce Avenue improvements, onsite work and retail building improvements. We have engaged the Build Group of San Francisco as general contractor to build the project. All the Phase I plans are currently out for construction bidding, and we anticipate bids in by June 9, 2016. This will allow us to enter into a guaranteed maximum price contract with the Build Group, close the construction loan, and start the utility construction and site preparation work that has to occur before building foundations, in time to meet the above requested date. For these reasons we request the modification to the development agreement to allow us to continue forward with the project in as expeditious a manner as possible. Sincerely, WT Mitchell Group Inc. William T. Mitchell President cc: Luis Davidsohn Alex Greenwood PO Box 5127, Walnut Creek, CA 94596 USA 1925-988-8033 1 www.wtmitchellgroup.com RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City Clerk City of South San Francisco P.O. Box 711 South San Francisco, CA 94083 This instrument is exempt from recording fees pursuant to Government Code Sec. 27383. 2015 - 032686 9:10 am 04/06115 AG Fee: NO FEE Count of Pages 50 Recorded in Official Records County of San Mateo Mark Church Assessor -Count Clerk- Recorder jjjjj��jI11111111111111III I1l 111� I 1111111111111111111 * R 0 0 0 2 0 0 2 4 6 6* (Space Above This Line Reserved For Recorder's Use) DEVELOPMENT AGREEMENT BY AND BETWEEN CITY OF SOUTH SAN FRANCISCO AND EL CAMINO AND SPRUCE LLC CENTENNIAL VILLAGE 180 EL CAMINO REAL SOUTH SAN FRANCISCO, CALIFORNIA CITY CLERK h °t DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT (this "Agreement ") is entered into as of March 26, 2014 by and between El Camino and Spruce LLC, a Nevada limited liability company ( "Developer "), and the City of South San Francisco ( "City "), pursuant to California Government Code § 65864 et 5N. A. To strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of California enacted California Government Code § 65864 et sett . (the "Development Agreement Statute "), which authorizes City to enter into an agreement with any person having a legal or equitable interest in real property regarding the development of such property. B. Pursuant to California Government Code § 65865, City has adopted procedures and requirements for the consideration of development agreements (South San Francisco Municipal Code (SSFMC) Chapter 19.60). This Development Agreement has been processed, considered and executed in accordance with such procedures and requirements. C. Developer has a legal and/or equitable interest in certain real property located at the southern boundary of the City of South San Francisco, west of US 101 at 180 El Camino Real and in the southern part of the South El Camino Real GPA planning area, consisting of a 14.5 -acre corner lot with frontages on El Camino Real and South Spruce Avenue and as more particularly described and depicted in Exhibit A (the "Project Site ") . D. The proposed Project (the "Project ") consists of removal of existing buildings and construction at full buildout of six new ones: Buildings A, B, C, D, and Major Tenant 3 (CVS), and a mixed -use building containing ground -floor commercial with parking and residential uses above. Buildings A, B, C, D, and Major Tenant 3 (CVS) consist of two stories (up to 40 feet in height) and the mixed -use buildings consist of five stories (up to approximately 70 feet in height with one tower component at 90 feet in height above Safeway). The proposed commercial component is approximately 222,500 square feet. The proposed residential component comprises a mix of one and two bedroom units totaling 284 units. A total of 1,392 parking spaces will provide parking for the commercial and residential components of the project. Ground level parking will provide 580 spaces and a parking structure will provide 812 spaces. The residential parking ratio is 1.5 spaces per 1- bedroom units and 1.8 spaces per 2- bedroom units while the commercial parking ratio (retail and office) is four spaces per 1,000 square feet. Additionally, 128 bicycle parking spaces will be provided throughout the Project Site. E. Development of the Project requires that the Developer obtain from the City the following land use entitlements: Use Permit; Development Agreement; Design Standard Exceptions; Design Review; Transportation Demand Management Plan. Each of these has been approved. It also requires that Caltrans approve the proposed left turn on WB El Camino Real onto the south driveway. The previously granted approvals M7 described in this Recital E are collectively referred to herein as the "Project Approvals" The Project Approvals are shown in Exhibit B. Development of the Project may also include at Developer's option the Airspace Subdivision described in section 6.12. F. City has determined that the Project presents certain public benefits and opportunities which are advanced by City and Developer entering into this Agreement. This Agreement will, among other things, (1) reduce uncertainties in planning and provide for the orderly development of the Project; (2) provide greatly needed commercial and residential development along the El Camino Real corridor; (3) mitigate any significant environmental impacts; (4) provide for and generate substantial revenues for the City in the form of one time and annual fees and exactions and other fiscal benefits; and (5) otherwise achieve the goals and purposes for which the Development Agreement Statute was enacted. G. In exchange for the benefits to City described in the preceding Recital, together with the other public benefits that will result from the development of the Project, Developer will receive by this Agreement assurance that it may proceed with the Project in accordance with the "Applicable Law" (defined below), and therefore desires to enter into this Agreement. H. On August 15,2013, following a duly noticed public hearing, the Planning Commission adopted Resolution No. 2736 -2013, recommending that the City Council approve this Agreement. I. The City Council, after conducting a duly noticed public hearing, has found that this Agreement is consistent with the General Plan and Zoning Ordinance and has conducted all necessary proceedings in accordance with the City's rules and regulations for the approval of this Agreement. In accordance with SSFMC section 19.60.120 the City Council at a duly noticed public hearing adopted Ordinance No. 1485- 2014, approving and authorizing the execution of this Agreement. AGREEMENT NOW, THEREFORE, the Parties, pursuant to the authority contained in Government Code Sections 65864 through 65869.5 and Chapter 19.60 of the Municipal Code and in consideration of the mutual covenants and agreements contained herein, agree as follows: ARTICLE 1. DEFINITIONS "Administrative Project Amendment" shall have that meaning set forth in Section 7.01 of this Agreement. "Administrative Agreement Amendment" shall have that meaning set forth in Section 7.02 of this Agreement. "Agreement" shall mean this Development Agreement. "Airspace Subdivision" shall have that meaning set forth in Section 6.12 of this Agreement. "Applicable Law" shall have that meaning set forth in Section 6.03 of this Agreement. "City Law" shall have that meaning set forth in Section 6.05 of this Agreement. "Deficiencies" shall have that meaning set forth in Section 9.02 of this Agreement. "Development Agreement Statute" shall have that meaning set forth in Recital A of this Agreement. "Effective Date" shall have that meaning set forth in Section 2.01 of this Agreement. "Judgment" shall have that meaning set forth in Section 9.02 of this Agreement. "Periodic Review" shall have that meaning set forth in Section 10.05 of this Agreement. "Project" shall have that meaning set forth in Recital D of this Agreement. "Project Approvals" shall have that meaning set forth in Recital E of this Agreement. "Project Site" shall have that meaning set forth in Recital C of this Agreement. "Subsequent Approvals" shall mean those certain other land use approvals, entitlements, and permits in addition to the Project Approvals that are necessary or desirable for the Project. In particular, the parties contemplate that Developer may, at its election, seek approvals for the following: amendments of the Project Approvals, design review approvals, unless determined not required pursuant to the further provisions of this Agreement, improvement agreements, grading permits, building permits, lot line adjustments, sewer and water connection permits, certificates of occupancy, subdivision maps, (including the Airspace Subdivision), rezonings, development agreements, use permits, sign permits and any amendments to, or repealing of, any of the foregoing. "Tax" and "Taxes" shall not include any generally applicable City Business License Tax or locally imposed Sales Tax. "Term" shall have that meaning set forth in Section 2.02 of this Agreement. ARTICLE 2. EFFECTIVE DATE AND TERM Section 2.01. Effective Date. This Agreement shall become effective upon the date the ordinance approving this Agreement becomes effective (the "Effective Date "). Section 2.02. Term. The term of this Agreement (the "Term ") shall commence upon the Effective Date and continue for a period of ten (10) years. ARTICLE 3. OBLIGATIONS OF DEVELOPER Section 3.01. Obligations of Developer Generally. The parties acknowledge and agree that the City's agreement to perform and abide by the covenants and obligations of City set forth in this Agreement is a material consideration for Developer's agreement to perform and abide by its long term covenants and obligations, as set forth herein. The parties acknowledge that many of Developer's long term obligations set forth in this Agreement are in addition to Developer's agreement to perform all the mitigation measures identified in the Mitigated Negative Declaration ( "MND "). Section 3.02. City Fees. (a) Developer shall pay those processing, inspection and plan checking fees and charges required by the City for processing applications and requests for Subsequent Approvals under the applicable non - discriminatory regulations in effect at the time such applications and requests are submitted to the City. (b) Consistent with the terms of the Agreement, City shall have the right to impose only such development fees (the "Development Fees ") as have been adopted by City as of the Effective Date of this Agreement, or as to which City has initiated formal studies and proposals pursuant to City Council action, and which are identified in Exhibit C. This shall not prohibit City from imposing on Developer any fee or obligation that is imposed by a regional agency in accordance with state or federal obligations and required to be implemented by City. Development Fees shall be due upon issuance of building permits or certificates of occupancy for the Project, as may be appropriate, except as otherwise provided under the Agreement. Section 3.03. Mitigation Measures. Developer shall comply with the MMRP approved in conjunction with the MND for the Project, as it maybe modified from time to time in accordance with CEQA or other law. ARTICLE 4. OBLIGATIONS OF CITY Section 4.01. Obligations of City Generally. The parties acknowledge and agree that Developer's agreement to perform and abide by its covenants and obligations set forth in this Agreement, including Developer's decision to process the siting of the Project in the City, is a material consideration for City's agreement to perform and abide by the long term covenants and obligations of City, as set forth herein. Section 4.02. Protection of Vested Rights. To the maximum extent permitted by law, City shall take any and all actions as may be necessary or appropriate to ensure that the vested rights provided by this Agreement can be enjoyed by Developer and to prevent any City Law, as defined below, from invalidating or prevailing over all or any part of this Agreement. City shall cooperate with Developer and shall undertake such actions as may be necessary to ensure this Agreement remains in full force and effect. Except as authorized in Section 6.09, City shall not support, adopt, or enact any City Law, or take any other action which would violate the express provisions or intent of the Project Approvals or the Subsequent Approvals. Section 4.03. Availability of Public Services. To the maximum extent permitted by law and consistent with its authority, City shall assist Developer in reserving such capacity for sewer and water services as may be necessary to serve the Project. Section 4.04. Developer's Right to Rebuild. City agrees that Developer may renovate or rebuild all or any part of the Project within the Term of this Agreement should it become necessary due to natural disaster, changes in seismic requirements, or should the buildings located within the Project become functionally outdated, within Developer's sole discretion, due to changes in technology. Any such renovation or rebuilding shall be subject to the square footage and height limitations vested by this Agreement, and shall comply with the Project Approvals, the building codes existing at the time of such rebuilding or reconstruction, and the requirements of CEQA. Section 4.05. Reimbursement for Sewer Relocation Developer shall relocate City's sewer currently located on the Project Site to a location within the public street consistent with reasonable and customary requirements of City's Public Works Director; City will reimburse Developer's cost of such relocation up to a maximum amount of one hundred seventeen thousand dollars ($117,000.00) which reimbursement shall be payable solely from sales tax receipts received by the City from sale tax generating uses at the Property which receipts are in excess of the total amount of sales tax receipts received from sales tax generating uses located at the Property during 2013. Section 4.06. Multiple Sewer Laterals Pursuant to the provisions of subsection (b) of section 14.14.040 `Building drain and building sanitary sewer lateral" of the City's Municipal Code, the City hereby waives the prohibition against multiple sewer laterals so long as Project sewer laterals are located substantially as shown on the Project drawings. Section 4.07 Expedited Plan Check Process The City agrees to provide an expedited plan check process for the approval of Project drawings consistent with its existing practices for expedited plan checks. ARTICLE 5. COOPERATION - IMPLEMENTATION Section 5.01. Processing Application for Subsequent Approvals. By approving the Project Approvals, City has made a final policy decision that the Project is in the best interests of the public health, safety and general welfare. Accordingly, City shall not use its discretionary authority in considering any application for a Subsequent Approval to change the policy decisions reflected by the Project Approvals or otherwise to prevent or delay development of the Project as set forth in the Project Approvals. Instead, the Subsequent Approvals shall be deemed to be tools to implement those final policy decisions. Section 5.02. Timely Submittals By Developer. Developer acknowledges that City cannot expedite processing Subsequent Approvals until Developer submits complete applications on a timely basis. Developer shall use its best efforts to (i) provide to City in a timely manner any and all documents, applications, plans, and other information necessary for City to carry out its obligations hereunder; and (ii) cause Developer's planners, engineers, and all other consultants to provide to City in a timely manner all such documents, applications, plans and other necessary required materials as set forth in the Applicable Law. It is the express intent of Developer and City to cooperate and diligently work to obtain any and all Subsequent Approvals. Section 5.03. Timely Processing By Cis. Upon submission by Developer of all appropriate applications and processing fees for any Subsequent Approval, City shall promptly and diligently commence and complete all steps necessary to act on the Subsequent Approval application including, without limitation: (i) providing at Developer's expense and subject to Developer's request and prior approval, reasonable overtime staff assistance and/or staff consultants for planning and processing of each Subsequent Approval application; (ii) if legally required, providing notice and holding public hearings; and (iii) acting on any such Subsequent Approval application. City shall ensure that adequate staff is available, and shall authorize overtime staff assistance as may be necessary, to timely process such Subsequent Approval application. Section 5.04. The City may deny an application for a Subsequent Approval only if such application does not comply with the Agreement or Applicable Law (as defined below) or with any state or federal law, regulations, plans, or policies as set forth in Section 6.09. Section 5.05. Other Government Permits. At Developer's sole discretion and in accordance with Developer's construction schedule, Developer shall apply for such other permits and approvals as may be required by other governmental or quasi - governmental entities in connection with the development of, or the provision of services to, the Project. City shall cooperate with Developer in its efforts to obtain such permits and approvals and shall, from time to time at the request of Developer, use its reasonable efforts to assist Developer to ensure the timely availability of such permits and approvals. Section 5.06. Assessment Districts or Other Funding Mechanisms. (a) Existing Fees. The Parties understand and agree that as of the Effective Date the fees and exactions listed in Exhibit C are the only City fees and exactions. Except for those fees and exactions listed in Exhibit C, City is unaware of any pending efforts to initiate, or consider applications for new or increased fees, exactions, or assessments covering the Project Site, or any portion thereof. (b) Future Fees, Taxes and Assessments. City understands that long term assurances by City concerning fees, taxes and assessments were a material consideration for Developer agreeing to enter this Agreement and to pay long term fees, taxes and assessments described in this Agreement. City shall retain the ability to initiate or process applications for the formation of new assessment districts covering all or any portion of the Project Site. Notwithstanding the foregoing, Developer retains all its rights to oppose the formation or proposed assessment of any new assessment district or increased assessment. In the event an assessment district is lawfully formed to provide funding for services, improvements, maintenance or facilities which are substantially the same as those services, improvements, maintenance or facilities being funded by the fees or assessments to be paid by Developer under the Project Approvals or this Agreement, such fees or assessments to be paid by Developer shall be subject to reduction/credit in an amount equal to Developer's new or increased assessment under the assessment district. Alternatively, the new assessment district shall reduce /credit Developer's new assessment in an amount equal to such fees or assessments to be paid by Developer under the Project Approvals or this Agreement. ARTICLE 6. STANDARDS, LAWS AND PROCEDURES GOVERNING THE PROJECT Section 6.01. Vested Right to Develop. Developer shall have a vested right to develop the Project on the Project Site in accordance with the terms and conditions of this Agreement. Nothing in this section shall be deemed to eliminate or diminish the requirement of Developer to obtain any required Subsequent Approvals. Section 6.02. Permitted Uses Vested by This AMement. The permitted uses of the Project Site; the density and intensity of use of the Project Site; the maximum height, bulk and size of proposed buildings; provisions for reservation or 7 li--- dedication of land for public purposes and the location of public improvements; the general location of public utilities; and other terms and conditions of development applicable to the Project, shall be as set forth in the Project Approvals and, as and when they are issued (but not in limitation of any right to develop as set forth in the Project Approvals), the Subsequent Approvals, provided, however, that no further design review or other discretionary approvals or public hearings shall be required except for review of minor changes to the Project Approvals by the Chief Planner as provided in this Agreement. Permitted uses shall include, without limitation those uses listed as "permitted" in the El Camino Real Mixed Use zone district. Section 6.03. Applicable Law. The rules, regulations, official policies, standards and specifications applicable to the Project (the "Applicable Law ") shall be those set forth in this Agreement and the Project Approvals, and, with respect to matters not addressed by this Agreement or the Project Approvals, those rules, regulations, official policies, standards and specifications (including City ordinances and resolutions) governing permitted uses, building locations, timing of construction, densities, design, heights, fees, exactions, and taxes in force and effect on the Effective Date of this Agreement. Section 6.04. Uniform Codes. City may apply to the Project Site, at any time during the Term, then current Uniform Building Code and other uniform construction codes, and City's then current design and construction standards for road and storm drain facilities, provided any such uniform code or standard has been adopted and uniformly applied by City on a citywide basis and provided that no such code or standard is adopted for the purpose of preventing or otherwise limiting construction of all or any part of the Project. Section 6.05. No Conflicting Enactments. Except as authorized in Section 6.09, City shall not impose on the Project (whether by action of the City Council or by initiative, referendum or other means) any ordinance, resolution, rule, regulation, standard, directive, condition or other measure (each individually, a "City Law ") that is in conflict with Applicable Law or this Agreement or that reduces the development rights or assurances provided by this Agreement. Without limiting the generality of the foregoing, any City Law shall be deemed to conflict with Applicable Law or this Agreement or reduce the development rights provided hereby if it would accomplish any of the following results, either by specific reference to the Project or as part of a general enactment which applies to or affects the Project: (a) Change any land use designation or permitted use of the Project Site; (b) Limit or control the availability of public utilities, services or facilities or any privileges or rights to public utilities, services, or facilities (for example, water rights, water connections or sewage capacity rights, sewer connections, etc.) for the Project; 8 (c) Limit or control the location of buildings, structures, grading, or other improvements of the Project in a manner that is inconsistent with or more restrictive than the limitations included in the Project Approvals or the Subsequent Approvals (as and when they are issued); (d) Limit or control the rate, timing, phasing or sequencing of the approval, development or construction of all or any part of the Project in any manner; (e) Apply to the Project any City Law otherwise allowed by this Agreement that is not uniformly applied on a City -wide basis to all substantially similar types of development projects and project sites; (f) Result in Developer having to substantially delay construction of the Project or require the issuance of additional permits or approvals by the City other than those required by Applicable Law; (g) Establish, enact, increase, or impose against the Project or Project Site any fees, taxes (including without limitation general, special and excise taxes but excluding any increased local sales tax or increases city business license tax), assessments, liens or other monetary obligations (including generating demolition permit fees, encroachment permit and grading permit fees) other than those specifically permitted by this Agreement or other connection fees imposed by third party utilities; (h) Impose against the Project any condition, dedication or other exaction not specifically authorized by Applicable Law; or (i) Limit the processing or procuring of applications and approvals of Subsequent Approvals. Section 6.06. Initiatives and Referenda. (a) If any City Law is enacted or imposed by initiative or referendum, or by the City Council directly or indirectly in connection with any proposed initiative or referendum, which City Law would conflict with Applicable Law or this Agreement or reduce the development rights provided by this Agreement, such Law shall not apply to the Project. (b) Except as authorized in Section 6.09, without limiting the generality of any of the foregoing, no moratorium or other limitation (whether relating to the rate, timing, phasing or sequencing of development) affecting subdivision maps, building permits or other entitlements to use that are approved or to be approved, issued or granted within the City, or portions of the City, shall apply to the Project. (c) To the maximum extent permitted by law, City shall prevent any City Law from invalidating or prevailing over all or any part of this Agreement, and 1 9 City shall cooperate with Developer and shall undertake such actions as may be necessary to ensure this Agreement remains in full force and effect. (d) Developer reserves the right to challenge in court any City Law that would conflict with Applicable Law or this Agreement or reduce the development rights provided by this Agreement. Section 6.07. Environmental Mitigation. The parties understand that the MND was intended to be used in connection with each of the Project Approvals and Subsequent Approvals needed for the Project. Consistent with the CEQA policies and requirements applicable to the MND, City agrees to use the MND in connection with the processing of any Subsequent Approval to the maximum extent allowed by law and not to impose on the Project any mitigation measures or conditions of approval other than those specifically imposed by the Project Approvals and the MND/N1MRP or specifically required by CEQA or other Applicable Law. Section 6.08. Life of Subdivision Maps, Development Approvals, and Permits. The term of any subdivision map or any other map, permit, rezoning or other land use entitlement approved as a Project Approval or Subsequent Approval shall automatically be extended for the longer of the duration of this Agreement (including any extensions) or the term otherwise applicable to such Project Approval or Subsequent Approval if this Agreement is no longer in effect. The term of this Agreement and any subdivision map or other Project Approval or Subsequent Approval shall not include any period of time during which a development moratorium (including, but not limited to, a water or sewer moratorium or water and sewer moratorium) or the actions of other public agencies that regulate land use, development or the provision of services to the land, prevents, prohibits or delays the construction of the Project or a lawsuit involving any such development approvals or permits is pending. Section 6.09. State and Federal Law. As provided in California Government Code § 65869.5, this Agreement shall not preclude the application to the Project of changes in laws, regulations, plans or policies, to the extent that such changes are specifically mandated and required by changes in state or federal laws or regulations. Not in limitation of the foregoing, nothing in this Agreement shall preclude City from imposing on Developer any fee specifically mandated and required by state or federal laws and regulations. Section 6.10. Prevailing Wage. Developer shall pay, or cause to be paid, prevailing wages, for all construction work permitted to occur at the Project Site under this Agreement, including all demolition, excavation and construction but not including any tenant improvement work. For the purposes of this Agreement, "prevailing wages" means not less than the general prevailing rate of per diem wages, as defined in Section 1770, et seq. of the California Labor Code and Subchapter 3 of Chapter 8, Division 1, Title 8 of the California Code of Regulations (Section 16000 et seq.), and as established by the Director of the 10 California Department of Industrial Relations ( "DIR "). In any case where the general prevailing rate of per diem wages shall be paid, such rate shall be adjusted annually in accordance with the established rate in effect as of such date. Developer's compliance with prevailing wage requirements of this section is a material consideration of City in entering into this Agreement. The Developer shall, and shall cause the contractor and subcontractors to, keep and retain such records as are necessary to determine if such prevailing wages have been paid as required pursuant to Labor Code Sections 1720 et seq., and that apprentices have been employed as required by Labor Code Section 1777.5-et seq., and immediately upon request shall deliver certified payrolls in compliance with Labor Code Sections 1720 et seq. to the City. Developer agrees to reimburse the City for its costs related to review of the certified payroll records, and any other costs incurred ensuring compliance with this section. These costs may include the utilization of a third party contractor specializing in prevailing wage compliance. Copies of the currently applicable per diem prevailing wages are available from the DIR. During the construction work, including all demolition, excavation and construction, the Developer shall or shall cause the contractor to post at the Project Site the applicable prevailing rates of per diem wages. The Developer's failure to comply with this section, including but not limited to deliver, or cause the delivery of, such certified payrolls to the City in accordance with this Section shall constitute a Default under the Agreement. Section 6.11. [intentionally omitted] Section 6.12. Air Space Subdivision. Developer may elect to apply to the City for one or more air space subdivisions of the Project Site into two or more residential, commercial and parking parcels, to facilitate the development of the residential and commercial components of the Project on separate legal parcel parcels ( "Airspace Subdivision "). The City agrees to promptly process such application or applications, to approve such applications provided that the application meets the objective standards prescribed by applicable law for the Airspace Subdivision, and not to impose any additional or increased exactions, requirements or obligations on the Project as a condition of its approval except as specifically required by applicable law. City's compliance with this section is a material consideration of Developer entering into this Agreement. Section 6.13. Timing and Review of Proiect Construction and Completion. (a) The Project consists of two phases. Phasing will occur in such a manner as to always preserve the potential for 284 apartment units on the site during the term of the Agreement. 11 (i) Phase 1 construction will begin within 18 months after final approval by the City of all discretionary approvals of the overall plan, and the passage of all applicable statutes of limitations without legal challenge and will include: • All commercial buildings except Building E. • All subterranean parking under Safeway/Major 2. • Second floor parking above Safeway/Major 2. • A minimum of 150 apartment units above Safeway /Major 2 • All current site improvements and design features • No change to building architecture as approved by the City Council per DR11 -0019. • Structural/foundation enhancements for Health Club building sufficient to support approved residential construction and associated parking above. • The second story of Buildings C and/or D may consist of exterior walls and roof only, as shown on the plans approved concurrently herewith. • Developer must apply for the building permit for the Phase 1 Safeway/Major 2 commercial building, not including CVS concurrently with the building permit for the 150 Phase 1 residential units; the Safeway/Major 2 commercial building not including CVS and 150 unit residential building permits will only be issued concurrently. • The City shall not be obligated to issue any certificate of occupancy for the Phase 1 Safeway/Major 2 commercial building until construction of Phase 1 residential units, defined as vertical wall framing of the residential units, has commenced. (ii) Phase 2 will include: • Building E. • All parking structure levels. • Second floor parking above Building E and the Health Club. • Remainder of up to 284 total apartment units above Building E/ Major 2. (b) Developer may alter the apartment unit mix, apartment layout and size of units at its discretion. The resulting minor modifications to the exterior of the buildings will be allowed with only the Chief Planner's approval. Provided that any modifications comply with Zoning Ordinance requirements, that the exterior elevations do not change and the overall 12 parking requirement is not increased, no further design review or public hearings will be required for exterior changes so approved. Section 6.14. No Housing Restrictions on Rental Residential Component. City acknowledges and agrees that the residential component of the Project is proposed for, approved as, and will be constructed as market -rate rental housing. City represents and warrants that no inclusionary housing, occupancy limitation or control, and no rent control requirement applies to the Project so long as the residential component is comprised solely of rental housing. City covenants that it will not adopt or attempt to apply any such restrictions, requirements or controls to the Project so long as the residential component is solely comprised of rental housing. ARTICLE 7. AMENDMENT Section 7.01. To the extent permitted by state and federal law, any Project Approval or Subsequent Approval may, from time to time, be amended or modified in the following manner: (a) Administrative Project Amendments. Upon the written request of Developer for an amendment or modification to a Project Approval or Subsequent Approval, the Chief Planner or his/her designee shall determine: (i) whether the requested amendment or modification is minor when considered in light of the Project as a whole; and (ii) whether the requested amendment or modification is consistent with this Agreement and Applicable Law. If the Chief Planner or his/her designee finds that the proposed amendment or modification is minor, consistent with this Agreement and Applicable Law, and will result in no new significant impacts not addressed and mitigated in the MND, the amendment shall be determined to be an "Administrative Project Amendment" and the Chief Planner or his designee may, except to the extent otherwise required by law, approve the Administrative Project Amendment without notice and public hearing. Without limiting the generality of the foregoing, lot line adjustments, minor alterations in vehicle circulation patterns or vehicle access points, location of parking stalls on the site, number of required parking stalls if city development standards allow, substitutions of comparable landscaping for any landscaping shown on any final development plan or landscape plan, variations in the location of structures that do not substantially alter the design concepts of the Project, variations in the residential unit mix (number of one, two or three bedroom units), location or installation of utilities and other infrastructure connections or facilities that do not substantially alter the design concepts of the Project, and minor adjustments to the Project Site diagram or Project Site legal description shall be treated as Administrative Project Amendments. (b) Non - Administrative Project Amendments. Any request by Developer for an amendment or modification to a Project Approval or Subsequent Approval which is determined not to be an Administrative Project Amendment as set 13 forth above shall be subject to review, consideration and action pursuant to the Applicable Law and this Agreement. Section 7.02. Amendment of this Agreement. This Agreement maybe amended from time to time, in whole or in part, by mutual written consent of the parties hereto or their successors in interest, as follows: (a) Administrative Agreement Amendments. Any amendment to this Agreement which does not substantially affect (i) the Term of this Agreement, (ii) permitted uses of the Project Site, (iii) provisions for the reservation or dedication of land, (iv) conditions, terms, restrictions or requirements for subsequent discretionary actions, (v) the density or intensity of use of the Project Site or the maximum height or size�of proposed buildings or (vi) monetary contributions by Developer, shall be considered an "Administrative Agreement Amendment" and shall not, except to the extent otherwise required by law, require notice or public hearing before the parties may execute an amendment hereto. Such amendment may be approved by City resolution. (b) Any amendment to this Agreement other than an Administrative Agreement Amendment shall be subject to recommendation by the Planning Commission (by advisory resolution) and approval by the City Council (by ordinance) following a duly noticed public hearing before the Planning Commission and City Council, consistent with Government Code Sections 65867 and 65867.5. (c) Amendment Exemptions. No amendment of a Project Approval or Subsequent Approval, or a Subsequent Approval shall require an. amendment to this Agreement. Instead, any such matter automatically shall be deemed to be incorporated into the Project and vested under this Agreement. ARTICLE 8. ASSIGNMENT, TRANSFER AND NOTICE Section 8.01. Assignment and Transfer. Developer may transfer or assign all or any portion of its interests, rights, or obligations under the Agreement and the Project approvals to third parties acquiring an interest or estate in the Project or any portion thereof including, without limitation, purchasers or lessees of lots, parcels, or facilities. Developer will seek City's prior written consent to any transfer, which consent will not be unreasonably withheld or delayed. City may refuse to give consent only if, in light of the proposed transferee's reputation and financial resources, such transferee would not in City's reasonable opinion be able to perform the obligations proposed to be assumed by such transferee. Such determination will be made by the City Manager and will be appealable by Developer to the City Council 14 ARTICLE 9. COOPERATION IN THE EVENT OF LEGAL CHALLENGE Section 9,01. Cooperati on. In the event of any administrative, legal, or equitable action or other proceeding instituted by any person not a party to the Agreement challenging the validity of any provision of the Agreement or any Project approval, the parties will cooperate in defending such action or proceeding. City shall promptly notify Developer of any such action against City. If City fails. promptly to notify Developer of any legal action against City or if City fails to cooperate in the defense, Developer will not thereafter be responsible for City's defense. The parties will use best efforts to select mutually agreeable legal counsel to defend such action, and Developer will pay compensation for such legal counsel (including City Attorney time and overhead for the defense of such action), but will exclude other City staff overhead costs and normal day -to -day business expenses incurred by City. Developer's obligation to pay for legal counsel will extend to fees incurred on appeal. In the event City and Developer are unable to select mutually agreeable legal counsel to defend such action or proceeding, each party may select its own legal counsel and Developer will pay its and the City's legal fees and costs. Developer shall reimburse the City for all reasonable court costs and attorneys' fees expended by the City in defense of any such action or other proceeding or payable to any prevailing plaintiff/petitioner. Section 9.02. Reapproval. If, as a result of any administrative, legal, or equitable action or other proceeding, all or any portion of the Agreement or the Project approvals are set aside or otherwise made ineffective by any judgment in such action or proceeding ( "Judgment "), based on procedural, substantive or other deficiencies ( "Deficiencies "), the parties will use their respective best efforts to sustain and reenact or readopt the Agreement, and/or the Project approvals, that the Deficiencies related to, unless the Parties mutually agree in writing to act otherwise: (i) If any Judgment requires reconsideration or consideration by City of the Agreement or any Project approval, then the City will consider or reconsider that matter in a manner consistent with the intent of the Agreement and with Applicable Law. If any such Judgment invalidates or otherwise makes ineffective all or any portion of the Agreement or Project approval, then the parties will cooperate and will cure any Deficiencies identified in the Judgment or upon which the Judgment is based in a manner consistent with the intent of the Agreement and with Applicable Law. City will then consider readopting or reenacting the Agreement, or the Project approval, or any portion thereof, to which the Deficiencies related. 15 (ii) Acting in a manner consistent with the intent of the Agreement includes, but is not limited to, recognizing that the parties intend that Developer may develop the Project as described in the Agreement, and adopting such ordinances, resolutions, and other enactments as are necessary to readopt or reenact all or any portion of the Agreement or Project approvals without contravening the Judgment. ARTICLE 10. DEFAULT; REMEDIES; TERMINATION Section 10.01. Defaults. Any failure by either party to perform any term or provision of the Agreement, which failure continues uncured for a period of thirty (30) days following written notice of such failure from the other party (unless such period is extended by mutual written consent), will constitute a default under the Agreement. Any notice given will specify the nature of the alleged failure and, where appropriate, the manner in which said failure satisfactorily may be cured. If the nature of the alleged failure is such that it cannot reasonably be cured within such 30 -day period, then the commencement of the cure within such time period, and the diligent prosecution to completion of the cure thereafter, will be deemed to be a cure within such 30 -day period. Upon the occurrence of a default under the Agreement, the non - defaulting party may institute legal proceedings to enforce the terms of the Agreement or, in the event of a material default, terminate the Agreement. If the default is cured, then no default will exist and the noticing party shall take no further action. Section 10.02. Termination. If City elects to consider terminating the Agreement due to a material default of Developer, then City will give a notice of intent to terminate the Agreement and the matter will be scheduled for consideration and review by the City Council at a duly noticed and conducted public hearing. Developer will have the right to offer written and oral evidence prior to or at the time of said public hearings. If the City Council determines that a material. default has occurred and is continuing, and elects to terminate the Agreement, City will give written notice of termination of the Agreement to Developer by certified mail and the Agreement will thereby be terminated sixty (60) days thereafter. At any time prior to: 1) transfer of any interest in the Property including any security interest; 2) approval of any subdivision of the Property; or 3) commencement of construction of Phase 1, Developer may relinquish all of its rights under the Agreement and the Project Approvals by a) providing written notice to the City to that effect, and b) executing and delivering such further documents as may be necessary to effectuate fully and finally the termination of the Agreement and the Project Approvals including an application or applications for the revocation of any such Project Approvals by the City, which application(s) the City will not unreasonably deny, and c) waiving all claims against the City for any damage to the Developer or any successor in interest to the Developer resulting from City actions taken to approve the revocation of the Project Approvals, all in form and substance reasonably satisfactory to the City 16 Manager and the City Attorney. Upon delivery of such notice, and execution and delivery of such further documents, the Agreement and the Project Approvals will terminate and neither Party will have any rights or obligations with respect to the other Party under this Agreement or the Project Approvals although Developer's waiver of all claims against the City shall survive termination of this Agreement. Section 10.03. Enforced Delay: Extension of Time of Performance. In addition to specific provisions of the Agreement, neither party will be deemed to be in default where delays in performance or failures to perform are due to, and a necessary outcome of, war, insurrection, strikes or other labor disturbances, walk- , outs, riots, floods, earthquakes, fires, casualties, acts of God, restrictions imposed or mandated by other governmental entities (including new or supplemental environmental regulations), enactment of conflicting state or federal laws or regulations, judicial decisions, or similar basis for excused performance which is not within the reasonable control of the party to be excused. Litigation attacking the validity of the Agreement or any of the Project approvals, or any permit, ordinance, entitlement or other action of a governmental agency other than City necessary for the development of the Project pursuant to the Agreement will be deemed to create an excusable delay as to Developer. Upon the request of either party hereto, an extension of time for the performance of any obligation whose performance has been so prevented or delayed will be memorialized in writing. The term of any such extension will be equal to the period of the excusable delay, or longer, as may be mutually agreed upon. Section 10.04. Legal Action. Either party may institute legal action to cure, correct, or remedy any default, enforce any covenant or agreement in the Agreement, enjoin any threatened or attempted violation thereof, and enforce by specific performance the obligations and rights of the parties thereto. The sole and exclusive remedy for any default or violation of the Agreement will be specific performance. In any proceeding brought to enforce the Agreement, the prevailing party will be entitled to recover from the unsuccessful party all costs, expenses and reasonable attorney's fees incurred by the prevailing party in the enforcement proceeding. Section 10.05. Periodic Review. (a) Conducting the Periodic Review. Throughout the Term of this Agreement, at least once every twelve (12) months following the execution of this Agreement, City shall review the extent of good -faith compliance by Developer with the terms of this Agreement. This review (the "Periodic Review ") shall be conducted by the Chief Planner or his/her designee and shall be limited in scope to compliance with the terms of this Agreement pursuant to California Government Code Section 65865.1. 17 (b) Notice. At least five (5) days prior to the Periodic Review, and in the manner prescribed in Section 11.09 of this Agreement, City shall deposit in the mail to Developer a copy of any staff reports and documents to be used or relied upon in conducting the review and, to the extent practical, related exhibits concerning Developer's performance hereunder. Developer shall be permitted an opportunity to respond to City's evaluation of Developer's performance, either orally at a public hearing or in a written statement, at Developer's election. Such response shall be made to the Chief Planner. (c) Good Faith Cornnliance. During the Periodic Review, the Chief Planner shall review Developer's good -faith compliance with the terms of this Agreement. At the conclusion of the Periodic Review, the Chief Planner shall make written fmdings and determinations, on the basis of substantial evidence, as to whether or not Developer has complied in good faith with the terms and conditions of this Agreement. The decision of the Chief Planner shall be appealable to the City Council. If the Chief Planner finds and determines that Developer has not complied with such terms and conditions, the Chief Planner may recommend to the City Council that it terminate or modify this Agreement by giving notice of its intention to do so, in the manner set forth in California Government Code Sections 65867 and 65868. The costs incurred by City in connection with the Periodic Review process described herein shall be borne by Developer. (d) Failure to Properly Conduct Periodic Review. If City fails, during any calendar year, to either (i) conduct the Periodic Review or (ii) notify Developer in writing of City's determination, pursuant to a Periodic Review, as to Developer's compliance with.the terms of this Agreement and such failure remains uncured as of December 31 of any year during the term of this Agreement, such failure shall be conclusively deemed an approval by City of Developer's compliance with the terns of this Agreement. (e) Written Notice of Compliance. With respect to any year for which Developer has been determined or deemed to have complied with this Agreement, City shall, within thirty (30) days following request by Developer, provide Developer with a written notice of compliance, in recordable form, duly executed and acknowledged by City. Developer shall have the right, in Developer's sole discretion, to record such notice of compliance. Section 10.06. Default by City or Developer. In the event City or Developer defaults under the terms of this Agreement, City or Developer shall have all rights and remedies provided herein or under law. Either parry may, in addition to any other rights or remedies, institute legal action to cure, correct, or remedy any default, enforce any covenant or agreement herein, enjoin any threatened or attempted violation thereof, recover damages for any default, enforce by specific performance the obligations and rights of the parties hereto, or to obtain any remedies consistent with the purpose of this Agreement. 18 Section 10.07. California Law. This Agreement shall be construed and enforced in accordance with the laws of the State of California. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of San Mateo County, California. Section 10.08. Resolution of Disputes. With regard to any dispute involving development of the Project, the resolution of which is not pro -v ided for by this Agreement or Applicable Law, Developer shall, at City's request, meet with City. The parties to any such meetings shall attempt in good faith to resolve any such disputes. Nothing in this Section 10.07 shall in any way be interpreted as requiring that Developer and City and /or City's designee reach agreement with regard to those matters being addressed, nor shall the outcome of these meetings be binding in any way on City or Developer unless expressly agreed to by the parties to such meetings. Section 10.09. Attorneys' Fees. In any legal action or other proceeding brought by either party to enforce or interpret a provision of this Agreement, the prevailing party is entitled to reasonable attorneys' fees and any other costs incurred in that proceeding in addition to any other relief to which it is entitled. Section 10.10. Hold Harmless. Developer shall hold City and its elected and appointed officers, agents, employees, and representatives harmless from claims, costs, and liabilities for any personal injury, death, or property damage which is a result of, or alleged to be the result of, the construction of the Project, or of operations performed under this Agreement by Developer or by Developer's contractors, subcontractors, agents or employees, whether such operations were performed by Developer or any of Developer's contractors, subcontractors, agents or employees. Nothing in this section shall be construed to mean that Developer shall hold City harmless from any claims of personal injury, death or property damage arising from, or alleged to arise from, any gross negligence or willful misconduct on the part of City, its elected and appointed representatives, offices, agents and employees. ARTICLE 11. MISCELLANEOUS Section 11.01. Incorporation of Recitals and Introductory Paragraph. The Recitals contained in this Agreement, and the introductory paragraph preceding the Recitals, are hereby incorporated into this Agreement as if fully set forth herein. Section 11.02. No Agency. It is specifically understood and agreed to by and between the parties hereto that: (i) the subject development is a private development; (ii) City has no interest or responsibilities for, or duty to, third parties concerning any improvements until such time, and only until such time, that City accepts the same pursuant to the provisions of this Agreement or in connection with the various Project Approvals or Subsequent Approvals; (iii) Developer shall have full power over and exclusive control of the Project herein described, subject only to the limitations and obligations of Developer 19 �-Y under this Agreement, the Project Approvals, Subsequent Approvals, and Applicable Law; and (iv) City and Developer hereby renounce the existence of any form of agency relationship, joint venture or partnership between City and Developer and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between City and Developer. Section 11.03. Enforceability. City and Developer agree that unless this Agreement is amended or terminated pursuant to the provisions of this Agreement, this Agreement shall be enforceable by any party hereto notwithstanding any change hereafter enacted or adopted (whether by ordinance, resolution, initiative, or any other means) in any applicable general plan, specific plan, zoning ordinance, subdivision ordinance, or any other land use ordinance or building ordinance, resolution or other rule, regulation or policy adopted by City that changes, alters or amends the rules, regulations and policies applicable to the development of the Project Site at the time of the approval of this Agreement as provided by California Government Code Section 65866: Section 11.04. Severability. If any term or provision of this Agreement, or the application of any term or provision of this Agreement to a particular situation, is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining terms and provisions of this Agreement, or the application of this Agreement to other situations, shall continue in full force and effect unless amended or modified by mutual consent of the parties. Notwithstanding the foregoing, if any material provision of this Agreement, or the application of such provision to a particular situation, is held to be invalid, void or unenforceable, either City or Developer may (in their sole and absolute discretion) terminate this Agreement by providing written notice of such termination to the other party. Section 11.05. Other Necessary Acts. Each party shall execute and deliver to the other all such other further instruments and documents as may be reasonably necessary to carry out the Project Approvals, Subsequent Approvals and this Agreement and to provide and secure to the other party the full and complete enjoyment of its rights and privileges hereunder. Section 11.06. Construction. Each reference in this Agreement to this Agreement or any of the Project Approvals or Subsequent Approvals shall be deemed to refer to the Agreement, Project Approval or Subsequent Approval as it may be amended from time to time, whether or not the particular reference refers to such possible amendment. This Agreement has been reviewed and revised by legal counsel for both City and Developer, and no presumption or rule that ambiguities shall be construed against the drafting party shall apply to the interpretation or enforcement of this Agreement. Section 11.07. Other Miscellaneous Terms. The singular shall include the plural; the masculine gender shall include the feminine; "shall" is mandatory; "may" is 20 permissive. If there is more than one signer of this Agreement, the signer obligations are joint and several. Section 11.08. Covenants Running with the Land. All of the provisions contained in this Agreement shall be binding upon the parties and their respective heirs, successors and assigns, representatives, lessees, and all other persons acquiring all or a portion of the Project, or any interest therein, whether by operation of law or in any manner whatsoever. All of the provisions contained in this Agreement shall be enforceable as equitable servitudes and shall .constitute covenants running with the land pursuant to California law including, without limitation, Civil Code Section 1468. Each covenant herein to act or refrain from acting is for the benefit of or a burden upon the Project, as appropriate, runs with the Project Site and is binding upon the owner of all or a portion of the Project Site and each successive owner during its ownership of such property. Section 11.09. Notices. Any notice or communication required hereunder between City or Developer must be in writing, and may be given either personally, by telefacsimile (with original forwarded by regular U.S. Mail) by registered or certified mail (return receipt requested), or by Federal or other similar courier promising overnight delivery. If personally delivered, a notice shall be deemed to have been given when delivered to the party to whom it is addressed. If given by facsimile transmission, a notice or communication shall be deemed to have been given and received upon actual physical receipt of the entire document by the receiving party's facsimile machine. Notices transmitted by facsimile after 5:00 p.m. on a normal business day or on a Saturday, Sunday or holiday shall be deemed to have been given and received on the next normal business day. If given by registered or certified mail, such notice or communication shall be deemed to have been given and received on the first to occur of (i) actual receipt by any of the addressees designated below as the party to whom notices are to be sent, or (ii) five (5) days after a registered or certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States mail. If given by Federal Express or similar courier, a notice or communication shall be deemed to have been given and received on the date delivered as shown on a receipt issued by the courier. Any party hereto may at any time, by giving ten (10) days written notice to the other party hereto, designate any other address in substitution of the address to which such notice or communication shall be given. Such notices or communications shall be given to the parties at their addresses set forth below: If to City, to: City Manager City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Phone: (650) 829 -6629 Fax: (650) 829 -6623 LZ-- 21 With a Copy to: Meyers Nave 575 Market Street, Suite 2080 San Francisco, CA 94105 Attn: Steven T. Mattas, City Attorney Phone: (415) 421 -3711 Fax: (415) 421 -3767 If to Developer, to: El Camino and Spruce LLC c/o WT Mitchell Group Inc. PO Box 5127 Walnut Creek, CA 94596 Phone: 925- 407 -2676 Fax: 925 -988 -8032 With Copies to: Morrison & Foerster LLP 425 Market Street San Francisco, CA 94105 Attn: Zane O. Gresham Phone: (415) 268 -7000 Fax: (415) 260 -7522 Section 11.10. Entire Agreement, Counterparts And Exhibits. This Agreement is executed in two (2) duplicate counterparts, each of which is deemed to be an original. This Agreement consists of forty seven (47) pages and three (3) exhibits which constitute in full, the final and exclusive understanding and agreement of the parties and supersedes all negotiations or previous agreements of the parties with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement shall be in writing and signed by the appropriate authorities of City and the Developer. The following exhibits are attached to this Agreement and incorporated herein for all purposes: Exhibit A: Description and Diagram of Project Site Exhibit B: Existing Land Use Entitlements and Approvals Exhibit C: City Fees and Exactions Section 11.11. Recordation Of Development Agreement. Pursuant to California Government Code § 65868.5, no later than ten (10) days after City enters into this Agreement, the City Clerk shall record an executed copy of this Agreement in the Official Records of the County of San Mateo. IN WITNESS WHEREOF, this Agreement has been entered into by and between Developer and City as of the day and year first above written. 22 CITY CITY OF SOUTH SAN SAN FRANCISCO a municipal corporation By: Name: M Fe= _ _ '-/ M Ct ATTROM Q APPROVED AS TO FORM: By: City Attorney DEVELOPER EL CAMINO AND SPRUCE LLC a Nevada limited liability company By: Name: Lf Its: parin tr 2248480.5 23 STATE OF TEXAS COUNTY OF DALLAS This instrument was acknowledged before me on the � ` day of June, 2014, by Eduardo Eliezer Davidsohn, of El Camino and Spruce, LLC, a Nevada limited liability company, on behalf of such limited liability company. �, •;� JENNIFER M. KOAAER Notary Public STATE OF TEXAS Caima Dec�n�ar2T,2018 ')A� �Vm' Notary Public, State of Texas �) X01 1 R -y-0 &F4- Notary Name (Printed) -� 1 Commission Expires: � ` A Z—' ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Mateo ) On MQ" i�� �C115 before me, Diana Mouasher Notary Public (insert name and title of the officer) personally appeared %Ke �:uf ii who proved to me on the basis of satisfactory evidence to be the person(,$) whose name (4) isles subscribed to the within instrument and acknowledged to me that hel&KeA# y executed the same in his /he;4Mir authorized capacity¢iee), and that by his/*er,4heir signatureXon the instrument the person(; or the entity upon behalf of which the personX acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) L4WIl1iU11f+101aASHER Co�s10n i 2091947 NOWY PUNIC • CaRf"a Son AjaW Cm" Cam' a N.-Ov 29 , 2018 Exhibit A: Description and Diagram of Project Site LEGAL DESCRIPTION Real property in the City of South San Francisco, County of San Mateo, State of California, described as follows: ALL THAT CERTAIN REAL PROPERTY SITUATE IN THE CITY OF SOUTH SAN FRANCISCO, COUNTY OF SAN MATEO, STATE OF CALIFORNIA, BEING LOT 1, BLOCK 2, AS DESIGNATED ON THE MAP ENTITLED, "TANFORAN PARK, UNIT NO. 2," W141CH MAP WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, JANUARY 5, 1967, IN BOOK 66 OF MAPS AT PAGES 5, 6, AND 7, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID LOT 1, SAID CORNER BEING A POINT IN THE NORTHEASTERLY LINE OF EL CAMINO REAL AS SHOWN ON SAID MAP: THENCE ALONG SAID NORTHEASTERLY LINE NORTH 27° 54' 38" WEST, 86.78 FEET (NORTH 26° 38' 46" WEST, 86.94 FEET), THENCE NORTH 30'47' 29" WEST, 488.12 FEET (NORTH 29° 31' 37" WEST); THENCE ALONG A TANGENT CURVE TO THE RIGHT, HAVING A RADIUS OF 25.00 FEET, THROUGH A CENTRAL ANGLE OF 89° 46' 45" AN ARC LENGTH OF 39.17 FEET TO A POINT IN THE SOUTHEASTERLY LINE OF SOUTH SPRUCE AVENUE AS SHOWN ON SAID MAP; THENCE ALONG SAID SOUTHEASTERLY LINE NORTH 58° 59' 16" EAST, 4.90 FEET (NORTH 60° 15'08" EAST); THENCE ALONG A TANGENT CURVE TO THE LEFT, HAVING A RADIUS OF 689.75 FEET, THROUGH A CENTRAL ANGLE OF 27° 31' 15" AN ARC LENGTH OF 331.31 FEET (R OF 689.95 FEET, CENTRAL ANGLE OF 270 30' 30 ", L OF 331.25 FEET); THENCE NORTH 31° 28' 01" EAST, 272.47 FEET (NORTH 32° 44' 38" EAST, 272.47 FEET); THENCE ALONG A TANGENT CURVE TO THE RIGHT, HAVING A RADIUS OF 1961.99 FEET, THROUGH A CENTRAL ANGLE OF 5'3T 44 ", AN ARC LENGTH OF 189.90 FEET (R OF 1959.86 FEET, CENTRAL ANGLE OF 5° 32' 02 ", L OF 189.29 FEET); THENCE NORTH 37° 00'45" EAST, 45.82 FEET (NORTH 38° 16' 40" EAST, 46.42 FEET); THENCE LEAVING SAID SOUTHEASTERLY LINE SOUTH 52° 59' 15" EAST, 232.76 FEET (SOUTH 51- 43'20" EAST); THENCE ALONG A TANGENT CURVE TO THE RIGHT, HAVING A RADIUS OF 1999.86 FEET, THROUGH A CENTRAL ANGLE OF 00 22' 21 ", AN ARC LENGTH OF 13.00 FEET (CENTRAL ANGLE OF 0° 22' 22 ", L OF 13.01 FEET); THENCE NORTH 57° 19'24" EAST, 130.66 FEET (NORTH 58° 35' 52" EAST, 130.53 FEET) TO A POINT IN THE SOUTHWESTERLY LINE OF HUNTINGTON AVENUE AS SHOWN ON SAID MAP; THENCE ALONG SAID SOUTHWESTERLY LINE ALONG A NON - TANGENT CURVE TO THE RIGHT, HAVING A RADIUS OF 959.93 FEET, CONCAVE TO THE SOUTHWEST, WHOSE CENTER BEARS SOUTH 53° 05' 43" WEST, THROUGH A CENTRAL ANGLE OF 2'23128", AN ARC LENGTH OF 40.06 FEET; THENCE LEAVING SAID SOUTHWESTERLY LINE SOUTH 57-19'24" WEST, 124.49 FEET (SOUTH 58° 35152" WEST, 124.50 FEET); THENCE SOUTH 32'40" 36" EAST, 419.97 FEET (SOUTH 31'24'08" EAST, 419.97 FEET); THENCE NORTH 57° 19'24" EAST, 124.99 FEET (NORTH 58'35'52" EAST) TO A POINT IN SAID SOUTHWESTERLY LINE OF HUNTINGTON AVENUE; THENCE ALONG SAID SOUTHWESTERLY LINE SOUTH 320 40' 36" EAST, 40.00 FEET (SOUTH 31° 24' 08" EAST); THENCE LEAVING SAID SOUTHWESTERLY LINE SOUTH 57° 19' 24" WEST, 134.99 FEET (SOUTH 58° 35' 52" WEST); THENCE SOUTH 32° 40'36" EAST, 82.92 FEET (SOUTH 31" 24' 08" EAST); THENCE SOUTH 53° 25' 00" WEST, 923.20 FEET (SOUTH 54° 40' 52" WEST, 922.99 FEET) TO THE POINT OF BEGINNING. THE BASIS OF BEARINGS FOR THE ABOVE DESCRIBED PARCEL IS NORTH 580 59' 16" EAST ALONG THE CENTER LINE OF SOUTH SPRUCE AVENUE AS SHOWN ON THE RECORD OF SURVEY RECORDED IN BOOK "6" OF LICENSED LAND SURVEYORS MAPS AT PAGE 77, SAN MATEO COUNTY RECORDS. APN: 014- 183 -110 JPN: 014 -018- 183 -11 A 24 ap i M, 25 e� ht a 4� F x � u � . R Ga a 9) i i Exhibit B: Project Approvals 26 RESOLUTION NO. 31-2014 CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING A USE PERMIT, DESIGN REVIEW AND TRANSPORTATION DEMAND MANAGEMENT PLAN, FOR THE DEVELOPMENT OF A 14.5 ACRE SITE FOR THE CENTENNIAL VILLAGE AT 180 EL CAMINO REAL PROJECT IN THE EL CAMINO REAL MIXED USE ZONING DISTRICT. WHEREAS, El Camino and Spruce LLC, a Nevada limited liability company ( "Applicant "), has submitted an application for a mixed -use project on an approximately 14.5 acre site located at 180 El Camino Real, which consists of approximately 220,000 square feet of commercial/retail space and up to 284 residential rental units ( "Project "); and, WHEREAS, Applicant seeks approval of a Use Permit, Design Review, Transportation Demand Management Plan, and Development Agreement; and, WHEREAS, approval of the Applicant's proposal is considered a "project" for purposes of the California Environmental Quality Act, Pub. Resources Code § 21000, et seq. ( "CEQA" ); and, WHEREAS, the City Council reviewed and carefully considered the information in the Initial Study/Mitigated Negative Declaration ( "IS/MND "), and by separate resolution, adopts the IS/MND, as an objective and accurate document that reflects the independent judgment and analysis of the City in the discussion of the Project's environmental impacts; and, WHEREAS, the Planning Commission for the City of South San Francisco held a lawfully noticed public hearing on August 15, 2013 to solicit public comment and consider the IS /MND and the proposed entitlements and take public testimony, at the conclusion of which, the Planning Commission recommended that the City Council adopt the IS/MND and approve the Project; and, WHEREAS, the City Council held a duly noticed public hearing on September 11, 2013, which was continued to September 25, 2013 and to October 23, 2013 and to November 13, 2013, and another duly noticed public hearing on February 12, 2014, which was continued to February 26, 2014 and to March 12, 2014, to consider the IS/MND, the Use Permit, Design Review, Transportation Demand Management Plan, and Development Agreement and take public testimony. NOW, THEREFORE, BE IT RESOLVED that based on the entirety of the record before it, which includes without limitation, the California Environmental Quality Act, Public Resources Code §21000, et seq. ( "CEQA ") and the CEQA Guidelines, 14 California Code of 27 Regulations § 15000, et seq.; the South San Francisco General Plan, General Plan EIR and South El Camino Real General Plan Amendment EIR; the South San Francisco Municipal Code; the Project applications; the Centennial Village Project Plans, as prepared by Johnson Lyman Architects, dated August 1, 2013; the Preliminary Transportation Demand Management Plan, as prepared by TJKM Transportation Consultants, dated July 9, 2013; the 180 El Camino Real IS/MND, including the Draft and Final MND and all appendices thereto; all site plans, and all reports, minutes, and public testimony submitted as part of the Planning Commission's meeting held on August 15, 2013, and Planning Commission deliberations; all reports, minutes, and public testimony submitted as part of the City Council's duly noticed public hearing on September 11, 2013, which was continued to September 25, 2013 and to October 23, 2013 and to November 13, 2013, and duly noticed public hearing on February 12, 2014, which was continued to February 26, 2014 and to March 12, 2014, and City Council deliberations; and any other evidence (within the meaning of Public Resources Code §21080(e) and §21082.2), the City Council of the City of South San Francisco hereby finds as follows: A. General Findings 1. The foregoing recitals are true and correct and made a part of this Resolution. 2. The Exhibits attached to this Resolution, including the Conditions of Project Approval (Exhibit A), the Preliminary Transportation Demand Management (TDM) Plan (attached as Exhibit B), and the Centennial Village Project Plans (attached as Exhibit C) are each incorporated by reference and made a part of this Resolution, as if set forth fully herein. 3. The documents and other material constituting the record for these proceedings are located at the Planning Division for the City of South San Francisco, 315 Maple Avenue, South San Francisco, CA 94080, and in the custody of Chief Planner, Susy Kalkin. 4. By Resolution No. 31-2014., the City Council, exercising its independent judgment and analysis, finds that an IS/MND was prepared for the Project in accordance with CEQA, which IS/MND adequately discloses and analyzes the proposed Project's potentially significant environmental impacts. For those impacts that could potentially exceed CEQA thresholds of significance, the City has identified and imposed mitigation measures that avoid or reduce the impact to a level of less - than - significant. B. Use Permit 1. The proposed Project is consistent with the standards and requirements of the City's Zoning Ordinance and with the provisions of the El Camino Real Mixed Use Zone District. The Project meets or exceeds all of the general development standards of the El Camino Real Mixed Use Zonc District, with the exception of the minimum El Camino Real setback, building length and separation, required commercial frontage, depth of required 28 commercial frontage, and the maximum length of street frontage walls without an opening. The stated exceptions are permissible and warranted by the City's Zoning Ordinance. 2. The proposed Project is consistent with the General Plan by creating a mixed -use environment that emphasizes pedestrian- activity with buildings built up to the sidewalk along El Camino Real and South Spruce Ave, provides a well - articulated and visually engaging development that implements the goals of the Grand Boulevard Initiative and the El Camino Real Master Plan and locates parking in a way that is not visually dominant, is consistent with the City's Design Guidelines as they relate to building design, form and articulation and provides commercial uses along both El Camino Real and South Spruce Avenue. 3. The proposed use will not be adverse to the public health, safety, or general welfare of the community, nor detrimental to surrounding properties or improvements, because the proposed use is consistent with the existing uses in the vicinity of the site, including the commercial and residential. The project proposes mixed -use Commercial and Residential uses on a site located in the City's El Camino Real corridor, which is intended for this type of use. The General Plan has analyzed this type of use in the South El Camino Real corridor, and concluded that mixed -use commercial and residential uses are not adverse to the public health, safety, or welfare. As the proposed Project is consistent with surrounding land uses, approval of the Project will not be detrimental to the nearby properties. 4. The proposed Project complies with applicable standards and requirements of the City's Zoning Ordinance, with the exception of the minimum El Camino Real setback, building length and separation, required commercial frontage, depth of required commercial frontage, and the maximum length of street frontage walls without an opening. The stated exceptions are permissible and warranted by the City's Zoning Ordinance. The proposed Project is located in the El Camino Real Mixed Use District and, subject to the exceptions discussed above in Section B.1, which are permissible and warranted by the City's Zoning Ordinance, meets the minimum standards and requirements for that district. 5. The design, location, size„ and operating characteristics of the proposed Project are compatible with the existing and reasonably foreseeable future land uses in the vicinity because the Project proposes commercial and residential uses in the El Camino Real corridor, which is specifically intended for such uses. 6. The site is physically suitable for the type of development and density proposed, as the mixed -use commercial and residential uses will benefit from being located in the El Camino Real corridor, and the size and development is appropriate for the location and meets the City's land use and zoning standards. 7. The Project is consistent with CEQA for the reasons stated in Finding A.4 above. M C. Desisn Review 1. The Project, including Design Review, is consistent with Title 20 of the South San Francisco Municipal Code because the Project has been designed as a mixed -use commercial and residential campus which will provide a pedestrian - friendly environment with extensive landscaping and sustainability elements incorporated. 2. The Project, including Design Review, is consistent with the General Plan because the proposed mixed -use development is consistent with the policies and design direction provided in the South San Francisco General Plan for the El Camino Real Mixed Use land use designation by encouraging the development of a mixed -use environment that emphasizes pedestrian - activity in the El Camino Real corridor. 3. The Project, including Design Review, is consistent with the applicable design guidelines adopted by the City Council in that the proposed Project is consistent with the El Camino Real Mixed Use District Standards included in Chapter 20.090. 4. The Project is consistent with the Use Permit, as proposed for modification, for the reasons stated in Section B, above. S. The Project is consistent with the applicable design review criteria in Section 20.480.005 ( "Design Review Criteria ") because the project has been evaluated by the Design Review Board on April 7, 2012, February 19, 2013, March 9, 2013 and August 1, 2013, and found to be consistent with each of the eight design review criteria included in the "Design Review Criteria" section of the Ordinance, and the Design Review Board. D. Transportation Demand Management (TDM) Plan 1. The proposed trip reduction measures contained in the TDM (attached hereto as Exhibit B) are feasible and appropriate for the Project, considering the proposed use or mix of uses and the project's location, size, and hours of operation. Appropriate and feasible measures have been included in the TDM plan to achieve a projected 28% alternative mode usage, as required. The TDM provides incentives for employees to use modes of transportation other than single- occupancy vehicle trips, such as secure bicycle storage, shower facilities, preferential parking for carpools and vanpools, and an employee TDM contact, among others. Further, pedestrian walkways linking the Project to adjacent BART and bus stops will help encourage alternative forms of transportation. 2. The proposed performance guarantees will ensure that the target 28% alternative mode use established for the Project by Chapter 20.400 will be achieved and maintained. Conditions of approval have been included to require that the Final TDM Plan, which must be 30 submitted for review and approval prior to issuance of a building permit, shall outline the required process for on -going monitoring - including annual surveys. NOW, THEREFORE, BE IT FURTHER RESOLVED that subject to the Conditions of Approval, attached as Exhibit A to this Resolution, the City Council of the City of South San Francisco hereby makes the findings contained in this Resolution and approves a Use Permit (UP11 -W06), Design Review (DRII -0019) and Transportation Demand Management Plan (TDM13 -0001) for the Project. BE IT FURTHER RESOLVED that the conditional approvals herein are conditioned upon the approval and execution of the 'D; ftl6pment Agreement for the Centennial Village at 180 El Camino Real Project. BE IT FURTHER RESOLVED . t :this- Resalution,shall become effective immediately upon its passage and adoption. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South, San Francisco at a regular meeting held on the I e day of March, 2014 by the following vote: AYES: Councilmembers Mark N. Addie o Qai. and Liza Normand Vice Mawr Richard A. Garbarino and Mayor Karyl Matsumoto -- NOES: None ABSTAIN: None ABSENT: None 31 ATTEST: Q A "_L Anna Brown, Deputy City Clerk STATE OF CALIFORNIA � s3. COUNTY OF Sm mATEO I, Anna M. Brovm I?eputy City Clerk of the d!y Of &MA Sa•, Francisco, . n1'*C of San 1Viatets, State of Califo:riia, an ex- o1f9cia Deputy Clerk 3f the :i" Coen Hereof, !Icrcby certify that flea above � �v and cil a w" of fOnegoir.2 is a full, 31- 2.014 fi. t: riglnalofwhiehisonfileinmyOM ce ,md atlhll com �!• same with flv Original, Y parad WITNESS WHEREOF l Have h 01' South San Fmciaca this `� °� gto ofthe City A 8owi { 1 LEL Deputy City Clerk and Ex- ffwio Deputy Clerk ofdw CjW Cam,jl ofthc Cie! of South Sen Frai ism ,BY 32 Exhibits on File with the City Clerk Exhibits: Exhibit A: Conditions of Approval Exhibit B: Preliminary Transportation Demand Management Plan Exhibit C: Centennial Village Project Plans 2134234.1 Kit] ORDINANCE NO. 1485 -2014 CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA AN ORDINANCE ADOPTING A DEVELOPMENT AGREEMENT FOR THE DEVELOPMENT OF A 14.5 ACRE SITE FOR THE CENTENNIAL VILLAGE AT 180 EL CAMINO REAL PROJECT IN THE EL CAMINO REAL MIXED USE (ECRMX) ZONING DISTRICT WHEREAS, El Camino and Spruce LLC ( "Applicant") has submitted an application for a mixed-use project on an approximately 14.5 acre site located at 180 El Camino Real, which consists of approximately 220,000 square feet of commercial /retail space and up to 284 residential rental units ( "Project "); and, WHEREAS, Applicant seeks approval of a Use Permit, Design Review, Transportation Demand Management Plan, and Development Agreement; and, WHEREAS, as part of its application, the Applicant has sought approval of a Development Agreement, which would clarify and obligate several project features and mitigation measures, including payment of existing fees (such as the Sewer Capacity Fee, General Plan Maintenance Fee, Childcare Impact Fee, and Public Safety Impact Fee), and certain future fees (including a Park -in -Lieu Fee); and WHEREAS, approval of the Applicant's proposal is considered a "project" for purposes of the California Environmental Quality Act, Pub. Resources Code, §§ 21000, et seq. ( "CEQA "); and, WHEREAS, by separate Resolution, the City Council adopted an Initial Study/Mitigated Negative Declaration ( "IS/MND ") on February 26, 2014 in accordance with the provisions of CEQA and the CEQA Guidelines, which analyzed the potential environmental impacts of the Project; and, WHEREAS, the Planning Commission for the City of South San Francisco held a lawfully noticed public hearing on August 15, 2013 to solicit public comment and consider the IS/MND and the proposed entitlements and take public testimony, at the conclusion of which, the Planning Commission recommended that the City Council adopt the IS/MND, approve the entitlements and recommended that the City Council approve the Development Agreement; and, WHEREAS, the City Council held a duly noticed public hearing on September 11, 2013, which was continued to September 25, 2013 and to October 23, 2013 and to November 13, 2013, and another duly noticed public hearing on February 12, 2014, which was continued to February 26, 2014 and to March 12, 2014, to consider the Project entitlements and Development Agreement, and take public testimony. NOW, THEREFORE, the City Council of the City of South San Francisco does hereby ordain as follows: 34 SECTION 1. Findings. That based on the entirety of the record before it, which includes without limitation, the California Environmental Quality Act, Public Resources Code §21000, et seq. ( "CEQA ") and the CEQA Guidelines, 14 California Code of Regulations §15000, et seq.; the South San Francisco General Plan, General Plan EIR and South El Camino Real General Plan Amendment EIR; the South San Francisco Municipal Code; the Project applications; the Centennial Village Project Plans, as prepared by Johnson Lyman Architects, dated August 1, 2013; the Preliminary Transportation Demand Management Plan, as prepared by TJKM. Transportation Consultants, dated July'9, 2013; the 180 El Camino Real IS/MND, including the Draft and Final MND and all appendices thereto; all site plans, and all reports, minutes, and public testimony submitted as part of the Planning Commission's meeting held on August 15, 2013; all reports, minutes, and public testimony submitted as part of the City Council's duly noticed public hearing on September 11, 2013, which was continued to September 25, 2013 and to October 23, 2013 and to November 13, 2013, and duly noticed public hearing. on February 12, 2014, which was continued to February 26, 2014 and to March 12, 2014; and any other evidence (within the meaning of Public Resources Code §21080(e) and §210822), the City Council of the City of South San Francisco hereby finds as follows: A. The foregoing Recitals are true and correct and made a part of this Ordinance. B. The proposed Development Agreement (attached as Exhibit A), is incorporated by reference and made a part of this Ordinance, as if set forth fully herein. C. The documents and other material constituting the record for these proceedings are located at the Planning Division for the City of South San Francisco, 315 Maple Avenue, South San Francisco, CA 94080, and in the custody of Chief Planner, Susy Kalkin. D. The proposed Project is consistent with the General Plan by creating a mixed -use environment that emphasizes pedestrian - activity with buildings built up to the sidewalk along El Camino Real and South Spruce Avenue. Further, the Project provides a well - articulated and visually engaging development that implements the goals of the Grand Boulevard Initiative and El Camino Real Master Plan and locates parking in a way that is not visually dominant, is consistent with the City's Design Guidelines as they relate to building design, form and articulation and provides commercial uses along both El Camino Real and South Spruce Avenue. Further, the land uses, development standards, densities and intensities, buildings and structures proposed are compatible with the goals, policies, and land use designations established in the General Plan (see Gov't Code, § 65860), and none of the land uses, development standards, densities and intensities, buildings and structures will operate to conflict with or impede achievement of the any of the goals, policies, or land use designations established in the General Plan. Specifically, the General Plan includes policies and programs that are designed to redevelop low - intensity commercial uses to pedestrian - oriented high intensity mixed use development, encourage concentrated higher- intensity activity on highly visible locations, promote visually intricate development, and provide space for enhanced pedestrian connections, require development to be oriented to El Camino Real. E. The City Council has independently reviewed the proposed Development Agreement, the General Plan, the South San Francisco Municipal Code, and applicable state and 35 federal law, including Government Code section 65864, et seq., and has determined that the proposed Development Agreement complies with all applicable zoning, subdivision, and building regulations and with the General Plan. This finding is based upon all evidence in the Record as a whole, including, but not limited to: the City Council's independent review of these documents, oral and written evidence submitted at the public hearings on the Project, including advice and recommendations from City staff. F_ The proposed Development Agreement for the Project states its specific duration. This finding is based upon all evidence in the Record as a whole, including, but not limited to: the City Council's independent review of the proposed Development Agreement and its determination that Section 2 of the Development Agreement states that the Development Agreement shall expire ten (10) years from the effective date of this Ordinance. G. The proposed Development Agreement incorporates the permitted uses, density and intensity of use for the property subject thereto, as reflected in the proposed Project (P11- 0065), Use Permit (UP11- 0006), Design Review (DR11- 0019), Transportation Demand Management Plan (TDM13 -0001) and Development Agreement (DA13- 0002). This finding is based upon all evidence in the Record as .a whole, including, but not limited to, the City Council's independent review of the proposed Development Agreement and its determination that the Development Agreement sets forth the Project approvals, development standards, and the documents constituting the Project. H. The proposed Development Agreement states the maximum permitted height and size of proposed buildings on the property subject thereto. This finding is based upon all evidence in the Record as a whole, including, but not limited to, the City Council's independent review of the proposed Development Agreement and its determination that the Development Agreement sets forth the documents which state the maximum permitted height and size of buildings. I. The proposed Development Agreement states specific provisions for reservation or dedication of land for public purposes. This finding is based on all evidence in the Record as a whole, including, but not limited to the City Council's independent review of the Development Agreement. SECTION 2. Approval of Development Agreement. A. The City Council of the City of South San Francisco hereby approves the Development Agreement with El Camino and Spruce, LLC, attached hereto as Exhibit A and incorporated herein by reference. B. The City Council further authorizes the City Manager to execute the Development Agreement, on behalf of the City, in substantially the form attached as Exhibit A, and to make revisions to such Agreement, subject to the approval of the City Attorney, which do not materially or substantially increase the City's obligations thereunder. SECTION 3. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid or unconstitutional, the remainder of this Ordinance, including the application of such part or provision to other persons or circumstances shall not be affected 36 thereby and shall continue in full force and effect. To this end, provisions of this Ordinance are severable. The City Council of the City of South San Francisco hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause, or phrase hereof irrespective of the fact that any one or more sections, subsections, subdivisions, paragraphs, sentences, clauses, or phrases be held unconstitutional, invalid, or unenforceable. SECTION 4. Publication and Effective Date. Pursuant to the provisions of Government Code Section 36933, a summary of this Ordinance shall be prepared by the City Attorney. At least five (5) days prior to the Council meeting at which this Ordinance is scheduled to be adopted, the City Clerk shall (1) publish the Summary, and (2) post in the City Clerk's Office a certified copy of this Ordinance. Within fifteen (15) days after the adoption of this Ordinance, the City Clerk shall (1) publish the summary, and (2) post in the City Clerk's Office a certified copy of the full text of this Ordinance along with the names of those City Council members voting for and against this Ordinance or otherwise voting. This Ordinance shall become effective thirty (30). days from and after its adoption. Introduced and adopted at a regular meeting of the City Council of the City of South San Francisco, held the 12a' day of March, 2014. Adopted as an Ordinance of the City of South San Francisco at a regular meeting of the City Council held the 26'h day of March, 2014 by the following vote: AYES: Councihmembers Mark N. Addie o Pradeo Gupta. and Liza Normand Vice Mayor Richard A Garbarino and Mayor Karyl Matsumoto NOES: None ABSTAIN: None ABSENT: None ATTEST: Deputy City Clerk As Mayor of the City of South San Francisco, I do hereby approve the foregoing Ordinance this 26`h day of March, 2014. Ma oto, Mayor 37 thereby and shall continue in full force and effect. To this end, provisions of this Ordinance are severable. The City Council of the City of South San Francisco hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause, or phrase hereof irrespective of the fact that any one or more sections, subsections, subdivisions, paragraphs, sentences, clauses, or phrases be held unconstitutional, invalid, or unenforceable. SECTION 4. Publication and Effective Date. pursuant to the provisions of Government Code Section ~35933, a summary of this Ordinance shall be prepared by the City Attoraey. At least five (5) days prior to the Council .meeting at which this Ordinance is scheduled to be adopted; t1id'Ciiy Clerk shall (1) publish the Summary, and (2) post in the City Clerk's Office a certified copy of this Ordinance. Within fifteen (15) days after the adoption of this Ordinance, the City Clerk shall (1) publish the summary, and (2) post in the City Clerk's Office a certified copy of the full text of this Ordinance along with the names of those City Council .i4embers voting for and against this Ordinance or otherwise voting. This Ordinance shall become effective thirty (30) days from and after its adoption. -� Introduced and adopted at a regular meeting of the City Council of the City of South San Francisco, held the 12d' day of March, 2014. Adopted as an Ordinance of the City of South San Francisco at a regular meeting of the City Council held the 26" day of March, 2014 by the fallowing vote: AYES: Councilmemb m Mark N. Addie o Pra$ Gut d Liz Normandy Vice Mawr Richard A. Garbarino and Mayor Karvl Matsumoto NOES: Non ABSTAIN: None ABSENT: No ATTEST: Deputy City Clerk As Mayor of the City of South San Francisco, I do hereby approve the foregoing Ordinance this Zbs' day of March, 2014. 4 Ma oto, Mayor 38 STATF OF CALIFORNIA COUNTY OF SAKI MAT &O 1, Anna M. Brawn, DePnty CRY Cleric of,isw city of South San Franciso, Co*.anty of Sun Matt, .State of Ulfornie, " -'..- otFcio D.;puty Clerk of the City Council thereof, do hereby emify that tuc Lbovn and foregoing is a AA : u d ooqed COPY of 1'�k$5 thc original ofwhich is an Ble in rtey a eq and that i have ca vmly cmnpa;�i I the sahne;vith the arigirtaL f'V W CNESS WHEREOF i have hteeuM setmy hand Pnd the seal afthe City chf South San Francisco this t —$� daY oT ' i0—Lj ANNA M. BROWN I3c. uty City Cleric and Ex -o hieio 0qx* Clukofthe City Council of the ` Ciky of South San Francisco By_Qa�o, City C!,wk gm RESOLUTION NO. 2736-2013 PLANNING COMMISSION, CITY OF SOUTH SAN FRANCISCO STATE OF CALIFORNIA A RESOLUTION RECOMMENDING APPROVAL OF A USE PERMIT, DESIGN REVIEW, TRANSPORTATION DEMAND MANAGEMENT PLAN AND DEVELOPMENT AGREEMENT, FOR THE DEVELOPMENT OF A 14.5 ACRES SITE FOR THE CENTENNIAL VILLAGE AT 180 EL CAMINO REAL PROJECT IN THE EL CAMINO REAL MIXED USE ZONING DISTRICT. WHEREAS, WT Mitchell Group, Inc ( "WT Mitchell Group ") has submitted an application for a mixed -use project on an approximately 14.5 acre site located at 180 El Camino Real, which consists of approximately 220,000 square feet of commercial /retail space and up to 284 residential rental units ( "Project "); WHEREAS, Applicant seeks approval of a Use Permit, Design Review, Transportation Demand Management Plan, and Development Agreement; and, WHEREAS, approval of the Applicant's proposal is considered a "project" for purposes of the California Environmental Quality Act, Pub. Resources Code § 21000, et seq. ( "CEQA" ); and, WHEREAS, the Planning Commission reviewed and carefully considered the information in the Mitigated Negative Declaration ( "MND "), and by separate resolution, recommends the City Council adopt the MND, as an objective and accurate document that reflects the independent judgment and analysis of the City in the discussion of the Project's environmental impacts; and, WHEREAS, on August 15, 2013 the Planning Commission for the City of South San Francisco held a lawfully noticed public hearing to solicit public comment and consider the MND and the proposed entitlements, take public testimony, and make a recommendation to the City Council on the project. NOW, THEREFORE, BE IT RESOLVED that based on the entirety of the record before it, which includes without limitation, the California Environmental Quality Act, Public Resources Code §21000, et seq. ( "CEQA ") and the CEQA Guidelines, 14 California Code of Regulations §15000, et seq.; the South San Francisco General Plan and General Plan EIR; the South San Francisco Municipal Code; the Project applications; the Centennial Village Project Plans, as prepared by Johnson Lyman Architects, dated August 1, 2013; the Preliminary Transportation Demand Management Plan, as prepared by TJKM Transportation Consultants, dated July 9, 2013; the 180 El Camino Real ISIMND, including the Draft and Final MND and all appendices thereto; all site plans, and all reports, minutes, and public testimony submitted as part 40 of the Planning Commission's duly noticed August 15, 2013 meeting; and any other evidence (within the meaning of Public Resources Code §21080(e) and §21082.2), the Planning Commission of the City of South San Francisco hereby finds as follows: A. General Findings 1. The foregoing recitals are true and correct. 2. The Exhibits attached to this Resolution, including the Conditions of Project Approval (Exhibit A), the Preliminary Transportation Demand Management (TDM) Plan (attached as Exhibit B), the Development Agreement (attached as Exhibit C), and the Centennial Village Project Plans (attached as Exhibit D) are each incorporated by reference and made a part of this Resolution, as if set forth fully herein. 3. The documents and other material constituting the record for these proceedings are located at the Planning Division for the City of South San Francisco, 315 Maple Avenue, South San Francisco, CA 94080, and in the custody of Chief Planner, Susy Kalkin. 4. By Resolution No. , the Planning Commission, exercising its independent judgment and analysis, has recommended that the City Council find that an IS/MND was prepared for the Project in accordance with CEQA, which IS /MND adequately discloses and analyzes the proposed Project's potentially significant environmental impacts. For those impacts that could potentially exceed CEQA thresholds of significance, the City has identified and imposed mitigation measures that avoid or reduce the impact to a level of less - than- significant. B. Use Permit 1. The proposed Project is consistent with the standards and requirements of the City's Zoning Ordinance and with the provisions of the El Camino Real Mixed Use Zone District. The Project meets or exceeds all of the general development standards of the El Camino Real Mixed Use Zone District, with the exception of the minimum El Camino Real setback, building length and separation, required commercial frontage, depth of required commercial frontage, and the maximum length of street frontage walls without an opening. The stated exceptions are permissible and warranted by the City's Zoning Ordinance. 2. The proposed Project is consistent with the General Plan by creating a mixed -use environment that emphasizes pedestrian- activity with buildings built up to the sidewalk along El Camino Real and South Spruce Ave, provides a well - articulated and visually engaging development that implements the goals of the Grand Boulevard Initiative and locates parking in -i way that is not visually dominant, is consistent with the City's Design Guidelines as they relate to building design, form and articulation and provides commercial uses along both El Camino 41 Real and South Spruce Ave. 3. The proposed use will not be adverse to the public health, safety, or general welfare of the community, nor detrimental to surrounding properties or improvements, because the proposed use is consistent with the existing uses in the vicinity of the site, including the commercial and residential. The project proposes mixed -use Commercial and Residential uses on a site located in the City's El Camino Real corridor, which'is intended for this type of use. The General Plan has analyzed this type of use in the South El Camino Real corridor, and concluded that mixed -use commercial and residential uses are not adverse to the public health, safety, or welfare. As the proposed Project is consistent with surrounding land uses, approval of the Project will not be detrimental to the nearby properties. 4. The proposed Project complies with applicable standards and requirements of the City's Zoning Ordinance, with the exception of the minimum El Camino Real setback, building length and separation, required commercial frontage, depth of required commercial frontage, and the maximum length of street frontage walls without an opening. The stated exceptions are permissible and warranted by the City's Zoning Ordinance. The proposed Project is located in the El Camino Real Mixed Use District and, subject to the exceptions discussed above, meets the minimum standards and requirements for that district. 5. The design, location, size, and operating characteristics of the proposed Project are compatible with the existing and reasonably foreseeable future land uses in the vicinity because the Project proposes commercial and residential uses in the El Camino Real corridor, which is specifically intended for such uses. 6. The site is physically suitable for the type of development and density proposed, as the mixed -use commercial and residential uses will benefit from being located in the El Camino Real corridor, and the size and development is appropriate for the location and meets the City's land use and zoning standards. 7. The Project is consistent with CEQA for the reasons stated in Finding A.4 above. C. Desilln Review 1. The Project, including Design Review, is consistent with Title 20 of the South San Francisco Municipal Code because the Project has been designed as a mixed -use commercial and residential campus which will provide a pedestrian - friendly environment with extensive landscaping and sustainability elements incorporated. 42 2. The Project, including Design Review, is consistent with the General Plan because the proposed mixed -use development is consistent with the policies and design direction provided in the South San Francisco General Plan for the El Camino Real Mixed Use land use designation by encouraging the development of a mixed -use environment that emphasizes pedestrian- activity in the El Camino Real corridor. 3. The Project, including Design Review, is consistent with the applicable design guidelines adopted by the City Council in that the proposed Project is consistent with the El Camino Real Mixed Use District Standards included in Chapter 20.090. 4. The Project is consistent with the Use Permit, as proposed for modification, for the reasons stated in Section B, above. 5. The Project is consistent with the applicable design review criteria in Section 20.480.006 ( "Design Review Criteria ") because the project has been evaluated by the Design Review Board on April 7, 2013, February 19, 2013, March 9, 2013 and August 1, 2013, and found to be consistent with, each of the eight design review criteria included in the "Design Review Criteria" section of the Ordinance, and the Design Review Board. D. Transportation Demand Management (TDM) Plan 1. The proposed trip reduction measures contained in the TDM (attached hereto as Exhibit B) are feasible and appropriate for the Project, considering the proposed use or mix of uses and the project's location, size, and hours of operation. Appropriate and feasible measures have been included in the TDM plan to achieve a projected 28% alternative mode usage, as required. The TDM provides incentives for employees to use modes -of transportation other than single- occupancy vehicle trips, such as secure bicycle storage, shower facilities, preferential parking for carpools and vanpools, and an employee TDM contact, among others. Further, pedestrian walkways linking the Project to adjacent BART and bus stops will help encourage alternative forms of transportation. 2. The proposed performance guarantees will ensure that the target 28% alternative mode use established for the Project by Chapter 20.210 will be achieved and maintained. Conditions of approval have been included to require that the Final TDM Plan, which must be submitted for review and approval prior to issuance of a building permit, shall outline the required process for on -going monitoring including annual surveys. 43 E. Development Agreement 1. The Owner and City have negotiated a Development Agreement pursuant to Government Code section 65864 et seq. The Development Agreement, attached hereto as Exhibit C, sets for the duration, property, project criteria, and other required information identified in Government Code section 65865.2. Based on the findings in support of the Project, the Planning Commission finds that the Development Agreement, vesting a project for a mixed - use development of commercial and residential buildings, is consistent with the objectives, policies, general land uses and programs specified in the South San Francisco General Plan and any applicable zoning regulations. 2. The Development Agreement is compatible with the uses authorized in, and the regulations prescribed for the land use district in which the real property is located. The subject site is suitable for the type and intensity of the land use being proposed. The General Plan specifically contemplates the proposed type of project and the suitability of the site for development was analyzed thoroughly in the environmental document prepared for the Project. The Development Agreement is in conformity with public convenience, general welfare and good land use practice. 4. The Development Agreement will not be detrimental to the health, safety and general welfare. 5. The Development Agreement will not adversely affect the orderly development of property or the preservation of property values. NOW, THEREFORE, BE IT FURTHER RESOLVED that subject to the Conditions of Approval, attached as Exhibit A to this resolution, the Planning Commission of the City of South San Francisco hereby makes the findings contained in this Resolution, and recommends that the City Council adopt a resolution approving the Use Permit, Design Review and Transportation Demand Management Plan for the Project and further recommends that the City Council adopt an ordinance approving a Development Agreement between the City of South San Francisco and El Camino and Spruce LLC. BE IT FURTHER RESOLVED that the conditional approvals herein are conditioned upon the approval and execution of the Development Agreement for the Centennial Village 180 El Camino Real Project. BE IT FURTHER RESOLVED that this Resolution shall become effective immediately upon its passage and adoption. 44 I hereby certify that the foregoing resolution was adopted by the Planning Commission of the City of South San Francisco at the regular meeting held on the 15th day of August, 2013 by the following vote: AYES: Chairperson Ochsenhirt, Vice Chaimerson Martin, Commissioner Giusti, Commissioner Pan. ,.Commissioner Wons and Commissioner Zmnke NOES: ABSTENTIONS: ABSENT: Commissioner Sim Attest: J04 Susy n Secretary to the Planning Commission 45 Exhibit C: City Fees and Exactions 46 180 ECR - Centennial Village Illustrative calculations of estimated proposed fees Exhibit C City Fees and Exactions Office SF v y w. 35,327; Residential Units 284. Total 222,497 Existing Commercial Demolished 144,821, Net New Gross Sq Ft 77,676 The areas are estimated and provided for the purpose of illustrating the fee calculation. The actual fee and fee credit for each phase will be calculated at the time of building permit submittal. (1) - Sewer Capacity Fee calculation will vary by use based on application of Resolution 39 -2010. 47 Estimated Existing and Proposed Fees, Including Fee Credits 1801ECR Fee Category Rafe "Fee Sewer Capacity t=ee (1) varies by use Retail/Commercial $84,875., (Resolution 39 -2010) Office $96.083; Residential $1,047,108 General Plan Maintenance Fee 0.0015 of construction value, per GSF .:$ 117,000.00` (Resolution 74 -2007) Child Care Impact Fee $ 0.68 per NN GSF for Commercial �46 28,797.32 (SS FMC 20.310) $ 1,851.00 per High Density Residential Unit $ 525,684.00 Park -in -Lieu Fee $ 3,276.00 per 1,000 GSF Nonresidential ; $ 254,466.58 (per Draft Parkland Acquisition and Construction Fee) Public Safety Impact Fee $ 0.44 per NN GSF for Retail "j 82,354.80. (Resolution 97 -2012) $ 0.44 per NN GSF for Office 95;543.88 $ 563.00 per High Density Residential Unit $ 159,892 00 Total of Fees ".$ 2.411,804.54 Fees per GSF Ls 10.84 The areas are estimated and provided for the purpose of illustrating the fee calculation. The actual fee and fee credit for each phase will be calculated at the time of building permit submittal. (1) - Sewer Capacity Fee calculation will vary by use based on application of Resolution 39 -2010. 47 ADMINISTRATIVE AGREEMENT AMENDMENT TO DEVELOPMENT AGREEMENT This Administrative Agreement Amendment to the Development Agreement ("Administrative Agreement Amendment's is entered into by and between EL CAMINO AND SPRUCE LLC ( "Developer ") and the CITY OF SOUTH SAN FRANCISCO, a municipal corporation ( "City's on this 26th day of August, 2015. RECITALS A. On March 26, 2014, the City Council adopted Ordinance No. 1485 -2014 ( "Ordinance ") concerning a Development Agreement between City and Developer ("Development Agreement'D The executed Development Agreement was recorded on April 16, 2015 (Doc. 2015 - 032685). B. On August 26, 2015, the City Council held a public hearing on the proposed Administrative Agreement Amendment to the Development Agreement and adopted Resolution No. 109 -2015. NOW, THEREFORE, in consideration of the mutual covenants and promises of the parties herein contained, the City and Developer agree as follows: AMENDMENT TO AGREEMENT 1. Recitals. The foregoing recitals are true and correct and hereby incorporated herein. 2. Defined Terms. All capitalized terms not defined herein shall have the meanings ascribed to them in the Development Agreement. 3. Section 6.03. Section 6.03 of the Development Agreement is hereby amended to read as follows, with additions underlined and deletions in strikethrough text: Section 6.03. Applicable Law. The rules, regulations, official policies, standards and specifications applicable to the Project (the "Applicable Law' shall be those set forth in this Agreement, the Administrative Agreement Amendment and the Project Approvals and Subsequent Approvals, and with respect to matters not addressed by this Agreement as amended or the Project Approvals or Subsequent Approvals, those rules, regulations, official policies, standards and specifications (including City ordinances and resolutions) governing permitted uses, building locations, timing of construction, densities, design, heights, fees, exactions, and taxes in force and effect on the Effective Dates of this Agreement. 4. Section 6.13(a)(i). Section 6.13(a)(i) of the Development Agreement is hereby amended to read as follows, with additions underlined and deletions in strikethrough text: Section 6.13(aj(i). Phase 1 construction will begin within 4$27 months after final approval by the City of all discretionary approvals of the overall plan, and the passage of all applicable statutes of limitations without legal challenge and will include: • All commercial buildings except Building E. BN 17276076v6 • All subterranean parking under the main surface parking lot • Phase 1 Parking Garage . • A minimum of 150 apartment units above Safeway /Major 2. • All current site improvements and design features. • No change to building architecture as approved by the City Council per DR11 -0019. • The second story of Buildings C and /or D may consist of exterior walls and roof only, as shown on the plans approved concurrently herewith. • Developer must apply for the building permit for the Phase 1 Safeway /Major 2 commercial building, not including CVS concurrently with the building permit for the 150 Phase 1 residential units; the Safeway /Major 2 commercial building not including CVS and 150 unit residential building permits will only be issued concurrently. • The City shall not be obligated to issue any certificate of occupancy for the Phase 1 Safeway /Major 2 commercial building until construction of Phase 1 residential units, defined as vertical wall framing of the residential units, has commenced. Effect of this Administrative Agreement Amendment. Except as expressly modified by this Administrative Agreement Amendment, the Development Agreement shall continue in full force and effect according to its terms, and Developer and City hereby ratify and affirm all their respective rights and obligations under the Development Agreement, including but not limited to Developer's indemnification obligations as set forth in Section 10.10 of the Development Agreement. In the event of any conflict between this Administrative Agreement Amendment and the Development Agreement, the provisions of this Administrative Agreement Amendment shall govern. Binding Agreement. This Administrative Agreement Amendment 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. Any reference in this Administrative Agreement Amendment to a specifically named party shall be deemed to apply to any successor, administrator, executor, or assign of such party who has acquired an interest in compliance with the terms of this Administrative Agreement Amendment or under law. 7. Recordation: The City shall record a copy of this Administrative Agreement Amendment within ten (10) days following execution by all parties. 8. Counterparts. This Administrative Agreement Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute the same document. 9. California Law. This Administrative Agreement Amendment shall be governed by and interpreted in accordance with the laws of the State of California. BN 17276076v6 10. Invalidity. Any provision of this Administrative Agreement Amendment that is determined by a court of competent jurisdiction to be invalid or unenforceable shall be deemed severed from this Administrative Agreement Amendment, and the remaining provisions shall remain in full force and effect as if the invalid or unenforceable provision had not been a part hereof 11. Headings. The headings used in this Administrative Agreement Amendment are for convenience only and shall be disregarded in interpreting the substantive provisions of this Administrative Agreement Amendment. IN WITNESS WHEREOF, this Administrative Agreement Amendment has been entered into by and between Developer and City as of the date and year first above written. EL CAMINO AND SPRUCE LLC CITY OF SOUTH SAN FRANCISCO By: Name: Title: Date: 2351489.1 BN 17276076v6 By: Date: APPROVED AS TO FORM: By: Steven T. Mattas City Attorney ATTEST: By: Krista J. Martinelli, City Clerk ���SK =NSA of South • 0 Staff Report c'QLIFOR��� .11 •" Agenda Date: 6/1/2016 Version: 1 In Control: Joint Special Meeting City Council and Successor Agency Agenda Number: 2a. P.O. Box 711 (City Hall, 400 Grand Avenue) out San Francisco, CA Status: Passed File Type: Resolution Resolution approving a Second Administrative Agreement Amendment to the Development Agreement for the development of a 14.5 acre site for the Centennial Village at 180 El Camino Real Project in the El Camino Real Mixed Use (ECRMX) Zoning District WHEREAS, El Camino and Spruce LLC ( "Owner" or "Applicant ") received entitlements for a mixed -use project on an approximately 14.5 acre site located at 180 El Camino Real; and, WHEREAS, on March 26, 2014, after conducting all proceedings and making all findings necessary for the valid adoption and execution of a development agreement for the Property in accordance with Government Code Sections 65864 through 65869.5, the California Environmental Quality Act ( "CEQA "), and Chapter 19.60 of the Municipal Code, the City Council adopted Ordinance No. 1485 -2014, approving and adopting a development agreement for the property at 180 El Camino Real ( "Property "); and, WHEREAS, Applicant and City entered into a certain Development Agreement for the Centennial Village Project to permit the development of the Property with approximately 220,000 square feet of commercial /retail space and up to 284 residential rental units ( "Project "), as approved and adopted by the City Council; and, WHEREAS, on August 26, 2015, the City Council adopted Resolution No. 109 -2015 ( "Resolution ") concerning an Administrative Agreement Amendment to Development Agreement between City and Applicant ( "First Administrative Agreement Amendment "); and, WHEREAS, Applicant has submitted a request for a Second Administrative Agreement Amendment to the Development Agreement ( "Second Administrative Amendment ") to the City to allow for minor modifications to the Phase 1 construction start date; and, WHEREAS, the City Council adopted an Initial Study /Mitigated Negative Declaration ( "IS/MND ") on February 26, 2014 in accordance with the provision of the California Environmental Quality Act (Public Resources Code, §§ 21000, et seq., "CEQA ") and CEQA Guidelines, which analyzed the potential environmental impacts of the Project; and, WHEREAS, Section 7.02(a) of the Development Agreement provides that amendments to the Development Agreement that do not substantially affect: (i) the term of the DA, (ii) permitted uses of the Project Site, (iii) provisions for the reservation or dedication of land, (iv) City of South San Francisco Page 1 Printed on 81212016 File Number: 16 -427 conditions, terms, restrictions or requirements for subsequent discretionary actions, (v) the density or intensity of use of the Project Site, or (vi) or monetary contributions by the Developer, can be approved by City Council resolution as an Administrative Agreement Amendment; and WHEREAS, none of these conditions exist here, and therefore, a Second Administrative Agreement Amendment is appropriate and can be approved by City Council resolution; and WHEREAS, the modifications to the mixed -use development contemplated in the Second Administrative Agreement Amendment to the Development Agreement are minor in nature, the approval of which would not result in any new significant environmental effects or a substantial increase in the severity of any previously identified effects beyond those disclosed and analyzed in the IS /MND adopted by City Council, nor does the Second Administrative Agreement Amendment to the Development Agreement constitute a change in the Project or change in circumstances that would require additional environmental review. Now, therefore, BE IT RESOLVED that based on the entirety of the record before it, which includes without limitation, the California Environmental Quality Act, Public Resources Code §21000, et seq. ( "CEQA ") and the CEQA Guidelines, 14 California Code of Regulations § 15000, et seq.; the South San Francisco General Plan, General Plan EIR and South El Camino Real General Plan Amendment EIR; the South San Francisco Municipal Code; the Project applications; all site plans, reports, minutes, and public testimony submitted as part of the City Council's duly noticed May 25, 2016 meeting, which was continued to June 1, 2016; and any other evidence (within the meaning of Public Resources Code §21080(e) and §21082.2), the City Council of the City of South San Francisco hereby finds as follows: A. The foregoing recitals are true and correct and made a part of this Resolution. B. The Exhibit attached to this Resolution, the proposed Second Administrative Agreement Amendment to the Development Agreement (Exhibit A), is incorporated by reference and made a part of this Resolution, as if set forth fully herein. C. The documents and other material constituting the record for these proceedings are located at the Planning Division for the City of South San Francisco, 315 Maple Avenue, South San Francisco, CA 94080, and in the custody of Chief Planner, Sailesh Mehra. D. The Second Administrative Agreement Amendment, in conjunction with the Administrative Agreement Amendment and the Development Agreement, attached hereto as Exhibit A, sets forth the duration, property, project criteria, and other required information identified in Government Code section 65865.2. Based on the findings in support of the Project, the City Council finds that the Second Administrative Agreement Amendment, in conjunction with the Administrative Agreement Amendment and the Development Agreement, vesting a project for a mixed -use development of commercial and residential uses, is consistent with the objectives, policies, general land uses and programs specified in the South San Francisco General Plan and any applicable zoning regulations. E. The Second Administrative Agreement Amendment, in conjunction with the City of South San Francisco Page 2 Printed on 81212016 File Number: 16 -427 Administrative Agreement Amendment and the Development Agreement, is compatible with the uses authorized in, and the regulations prescribed for the land use district in which the real property is located. The subject site is suitable for the type and intensity of the land use being proposed. The General Plan includes policies and programs that are designed to redevelop low- intensity commercial uses to pedestrian- oriented high intensity mixed use development, encourage concentrated higher - intensity activity on highly visible locations, promote visually intricate development, and provide space for enhanced pedestrian connections, require development to be oriented to El Camino Real and the suitability of the site for development was analyzed thoroughly in the environmental document prepared for the Project. F. The Second Administrative Agreement Amendment, in conjunction with the Administrative Agreement Amendment and the Development Agreement, is in conformity with public convenience, general welfare and good land use practice in that the project will implement land use guidelines set forth in the General Plan which has planned for high intensity mixed use development at this location. G. The Second Administrative Agreement Amendment, in conjunction with the Administrative Agreement Amendment and the Development Agreement, will not be detrimental to the health, safety and general welfare because the project will proceed in compliance with all of the policies and programs specified in the General Plan and in compliance with all applicable zoning, subdivision, and building regulations of the City of South San Francisco. H. The Second Administrative Agreement Amendment, in conjunction with the Administrative Agreement Amendment and the Development Agreement, will not adversely affect the orderly development of property or the preservation of property values in that the project will be consistent with the General Plan. NOW, THEREFORE, BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco hereby makes the findings contained in this Resolution and approves the Second Administrative Agreement Amendment to the Development Agreement between the City of South San Francisco and El Camino and Spruce, LLC, attached hereto as Exhibit A and incorporated herein by reference. BE IT FURTHER RESOLVED that the City Council further authorizes the City Manager to execute the Second Administrative Agreement Amendment to the Development Agreement, on behalf of the City, in substantially the form attached as Exhibit A, and to make minor revisions to such Agreement, subject to the approval of the City Attorney, which do not materially or substantially increase the City's obligations thereunder. BE IT FUTHER RESOLVED that this Resolution shall become effective immediately upon its passage and adoption. City of South San Francisco Page 3 Printed on 81212016 File Number: 16 -427 City of South San Francisco Page 4 Printed on 8/2/2016 SECOND ADMINISTRATIVE AGREEMENT AMENDMENT TO DEVELOPMENT AGREEMENT This Second Administrative Agreement Amendment to the Development Agreement ("Second Administrative Agreement Amendment ") is entered into by and between EL CAMINO AND SPRUCE LLC ( "Developer's and the CITY OF SOUTH SAN FRANCISCO, a municipal corporation ( "City's on this day of , 2016. RECITALS A. On March 26, 2014, the City Council adopted Ordinance No. 1485 -2014 ( "Ordinance ") concerning a Development Agreement between City and Developer ("Development Agreement'D The executed Development Agreement was recorded on April 16, 2015 (Doc. 2015 - 032685). B. On August 26, 2015, the City Council adopted Resolution No. 109 -2015 ( "Resolution's concerning an Administrative Agreement Amendment to Development Agreement between City and Developer ( "First Administrative Agreement Amendment "). C. On , the City Council considered the proposed Second Administrative Agreement Amendment to the Development Agreement and adopted Resolution No. approving the Administrative Amendment. NOW, THEREFORE, in consideration of the mutual covenants and promises of the parties herein contained, the City and Developer agree as follows: AMENDMENT TO AGREEMENT 1. Recitals. The foregoing recitals are true and correct and hereby incorporated herein. 2. Defined Terms. All capitalized terms not defined herein shall have the meanings ascribed to them in the Development Agreement. 3. Section 6.13(a)(i). Section 6.13(a)(i) of the Development Agreement is hereby amended to read as follows, with additions underlined and deletions in strikethrough text: Section 6.13(al(i). Phase 1 construction will begin within 2-7-32 months after final approval by the City of all discretionary approvals of the overall plan, and the passage of all applicable statutes of limitations without legal challenge and will include: • Demolition of Firestone Building shall begin by no later than May 25, 2016. • Pre - demolition Asbestos Removal shall begin by no later than August 15, 2016. • Existing Shopping Center Building Demolition shall begin by no later than September 15, 2016. • City Sewer Main Relocation shall begin by no later than September 26, 2016. • All commercial buildings except Building E. • All subterranean parking under the main surface parking lot. BN 17276076v6 • Phase 1 Parking Garage. • A minimum of 150 apartment units above Safeway /Major 2. • All current site improvements and design features. • No change to building architecture as approved by the City Council per DR11 -0019. • The second story of Buildings C and /or D may consist of exterior walls and roof only, as shown on the plans approved concurrently herewith. • Developer must apply for the building permit for the Phase 1 Safeway /Major 2 commercial building, not including CVS concurrently with the building permit for the 150 Phase 1 residential units; the Safeway /Major 2 commercial building not including CVS and 150 unit residential building permits will only be issued concurrently. • The City shall not be obligated to issue any certificate of occupancy for the Phase 1 Safeway /Major 2 commercial building until construction of Phase 1 residential units, defined as vertical wall framing of the residential units, has commenced. 4. Effect of this Second Administrative Agreement Amendment. Except as expressly modified by this Second Administrative Agreement Amendment, the Development Agreement shall continue in full force and effect according to its terms, and Developer and City hereby ratify and affirm all their respective rights and obligations under the Development Agreement, including but not limited to Developer's indemnification obligations as set forth in Section 10.10 of the Development Agreement. In the event of any conflict between this Second Administrative Agreement Amendment and the First Administrative Agreement Amendment or the Development Agreement, the provisions of this Second Administrative Agreement Amendment shall govern. Binding Agreement. This Second Administrative Agreement Amendment 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. Any reference in this Second Administrative Agreement Amendment to a specifically named party shall be deemed to apply to any successor, administrator, executor, or assign of such party who has acquired an interest in compliance with the terms of this Second Administrative Agreement Amendment or under law. 6. Recordation: The City shall record a copy of this Second Administrative Agreement Amendment within ten (10) days following execution by all parties. 7. Counterparts. This Second Administrative Agreement Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute the same document. 8. California Law. This Second Administrative Agreement Amendment shall be governed by and interpreted in accordance with the laws of the State of California. BN 17276076v6 9. Invalidity. Any provision of this Second Administrative Agreement Amendment that is determined by a court of competent jurisdiction to be invalid or unenforceable shall be deemed severed from this Second Administrative Agreement Amendment, and the remaining provisions shall remain in full force and effect as if the invalid or unenforceable provision had not been a part hereof 10. Headings. The headings used in this Second Administrative Agreement Amendment are for convenience only and shall be disregarded in interpreting the substantive provisions of this Second Administrative Agreement Amendment. IN WITNESS WHEREOF, this Second Administrative Agreement Amendment has been entered into by and between Developer and City as of the date and year first above written. EL CAMINO AND SPRUCE LLC By: Name: Title: Date: BN 17276076v6 CITY OF SOUTH SAN FRANCISCO By: Date: APPROVED AS TO FORM: By: Jason Rosenberg City Attorney ATTEST: By: Krista J. Martinelli, City Clerk ���SK =NSA of South • 0 Staff Report c'QLIFOR��� F i I .11 •" Agenda Date: 6/1/2016 Version: 1 In Control: Joint Special Meeting City Council and Successor Agency Agenda Number: 3 P.O. Box 711 (City Hall, 400 Grand Avenue) out San Francisco, CA Status: Consent Calendar File Type: Staff Report Report for resolution authorizing the acceptance of a $5,000 donation from HCP Inc. to provide refreshments at the 2016 BIO International Convention, and amending the Economic and Community Development Department 2015/16 Operating Budget. (Leslie Arroyo, Communications Director). ..label RECOMMENDATION It is recommended that the City Council adopt a resolution accepting a $5,000 donation from HCP Inc. to provide refreshments at the BIO 2016 Booth Exhibitor Experience. BACKGROUND /DISCUSSION The 2016 BIO International Convention, which will be held in San Francisco June 6 - 9, 2016 at the Moscone Convention Center, has several activities that exhibitors can participate in. The City of South San Francisco has sponsored a booth at this Convention. As part of the convention experience, The City of South San Francisco, would like to provide refreshments at the event. HCP Inc., a fully integrated real estate investment trust located in South San Francisco, is participating in an Exhibitor Event on Wednesday, June 8 from 5:00 p.m. to 6:30 p.m and has offered to provide the City with a donation to provide refreshments during the Exhibitor Event to enhance the City's booth experience. Any donation funds received from HCP would be used for refreshments that will be provided during this event. FUNDING Funds will be used to amend the Economic and Community Development's 2015/16 operating budget. Receipt of these funds does not commit the City to ongoing funding. rnrTC'T T TcrnrT Receipt of these funds will enable the City to fully participate in the event without using City funds for refreshments. City of South San Francisco Page 1 Printed on 81212016 ���SK =NSA of South • 0 Staff Report c'QLIFOR��� Agenda Date: 6/1/2016 Version: 1 In Control: Joint Special Meeting City Council and Successor Agency Agenda Number: 3a. P.O. Box 711 (City Hall, 400 Grand Avenue) out San Francisco, CA Status: Passed File Type: Resolution Resolution authorizing the acceptance of a $5,000 donation from HCP, Inc., to provide refreshments at the 2016 Bio International Convention, and amending the 2015/16 Economic and Community Development Department Operating Budget. WHEREAS, the 2016 BIO International Convention, will be held in San Francisco June 6 - 9, 2016 at the Moscone Convention Center; and, WHEREAS, the City of South San Francisco has sponsored a booth at the 2016 BIO International Convention; and, WHEREAS, HCP Inc., a fully integrated real estate investment trust located in South San Francisco, is participating in an Exhibitor Event at the 2016 BIO International Convention on Wednesday, June 8, from 5:00 p.m. to 6:30 p.m. and has offered to provide the City with a donation to provide refreshments during this time; and WHEREAS, providing refreshments during this Exhibitor Event would help to enhance the City's booth experience; and, WHEREAS, staff recommends the acceptance of a $5,000 donation from HCP, Inc., and amending the 2015/16 Economic and Community Development Operating Budget. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby accepts a $5,000 donation from HCP, Inc. BE IT FURTHER RESOLVED, that the City Council amends the Economic and Community Development Operating Budget in order to reflect an increase of $5,000. BE IT FURTHER RESOLVED that the City Council here by authorizes the City Manager, or his designee, to execute the documents necessary to accept the donation and take any other actions necessary to carry out the intent of this resolution on behalf of the City City of South San Francisco Page 1 Printed on 81212016 File Number: 16 -500 Council, subject to approval as to form by the City Attorney. City of South San Francisco Page 2 Printed on 81212016