3. Bay Meadows Phase II Development Agreement Annual Review (Year 13), 2600 S. Delaware Street (PA-2019-019) Adopt Planning Commission Resolution No. 2019-1 Finding that Bay Meadows Main Track Investors LLC has complied in good faith with the terms of the Bay Meadows Phase II Development Agreement for the review period of December 21, 2017 to December 20, 2018. City Hall CITY OF SAN MATEO 330 W. 20th Avenue San Mateo CA 94403 www.cityofsanmateo.org

Administrative Report

Agenda Number: , Status: Old Business File ID: 2019-304

TO: Planning Commission

FROM: Ronald Munekawa, Chief of Planning

PREPARED BY: Community Development Department, Planning Division

MEETING DATE: Tuesday, May 28, 2019

SUBJECT: Bay Meadows Phase II Development Agreement Annual Review (Year 13), 2600 S. Delaware Street (PA-2019 -019)

RECOMMENDATION Adopt Planning Commission Resolution No. 2019-1 Finding that Bay Meadows Main Track Investors LLC has complied in good faith with the terms of the Bay Meadows Phase II Development Agreement for the review period of December 21, 2017 to December 20, 2018.

BACKGROUND

Project Description The Bay Meadows Phase II Development Agreement was adopted by the City Council on November 7, 2005, dated November 21, 2005, and became effective on December 21, 2005. The Development Agreement requires the annual review of the Agreement and all actions taken pursuant to the Development Agreement. The Planning Commission is required to undertake this annual review and determine the good faith compliance by the Owner (Bay Meadows Main Track Investors, LLC), with the terms of the Agreement. This review is also required per City Council Resolution No. 120 (1990) Establishing Procedures and Requirements for the Consideration of Development Agreements.

Two changes to the Development Agreement have been approved since its adoption in 2005. The first change in 2008 was a Memorandum of Technical Corrections, dated July 21, 2008 and recorded on July 22, 2008. This memorandum corrected the clerical error in the name of the owner and confirmed the correct name of the Owner party to the agreement. It also corrected the effective date of the agreement, which had been incorrectly filled in after-the-fact. The second change was a Minor Modification to the Development Agreement, dated November 21, 2011 and recorded on March 26, 2012. This document revised the provisions related to the proposed interim Community Park improvements and clarified the specific dates for certain defined terms in the Development Agreement. The City and the Owner started extensive discussions about the exact design and type of interim improvements in the park in 2011, resulting in the City Council approval and recordation of the Minor Modification. The adopted changes are included with the full Development Agreement in Attachment 2.

ANNUAL REVIEW OF DEVELOPMENT AGREEMENT The Bay Meadows Phase II Owner (Bay Meadows Main Track Investors, LLC) “Owner” is required to submit a letter and additional documentation demonstrating good faith compliance with the terms and conditions of the Development Agreement no less than 30 days nor no more than 60 days prior to the anniversary of the effective date of the Agreement. A detailed matrix table (Attachment 3 - Bay Meadows Phase II DA Annual

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Review Matrix) was submitted to the City for the period of the thirteenth year of the Development Agreement (December 21, 2017 to December 20, 2018). The matrix, which is organized by timing, lists the following information: · Development Agreement requirement and section number; · Requirement trigger; · Requirement status; and, · Requirement due date.

This matrix demonstrates that the Owner has complied with all applicable requirements of the Development Agreement for the review period of December 21, 2017 to December 20, 2018. There were no specific items required during this period.

CONSTRUCTION STATUS The Neighborhood Construction Update Quarterly Newsletter (October 2018) is included as Attachment 4 and provides information and photographs of the current construction status on the project site. Additional construction information is available on the project website at www.baymeadows.com and shown in the Bay Meadows Phase II Approved Program with Construction Information in Attachment 5.

A few highlights from this past year are as followed:

Retail/Active · Lift Fitness, located on the ground floor of Station 4, opened in February 2018. · Roam Burgers located in Town Square, opened in the fall of 2018.

Office · Construction progressed on Station 2 and in late 2018 received Temporary Certificate of Occupancy. · Cornish & Carey completed their tenant improvements and in July moved into their ground floor space in Station 3. · Workday and Freshworks signed leases to occupy the other floors in Station 3.

Residential · Sales of Victory Homes - the 24 single-family homes - sold out in 2018. Construction continued into the first quarter of 2019. · The Bridge Affordable Housing project to construct 68 below market rate residential units was entitled in January 2018 and broke ground in 2019.

FINDING OF COMPLIANCE The Development Agreement requires the Planning Commission to determine the good faith compliance by the Owner with the terms of the Development Agreement, in accordance with the provisions of the Development Agreement Article 6.3, Section 8 (a) of the Development Agreement Resolution and Government Code Section 65865.1. A Resolution was prepared for adoption to formally find that Bay Meadows Main Track Investors LLC has complied in good faith with the terms of the Bay Meadows Phase II Development Agreement for the review period of December 21, 2017 to December 20, 2018.

ENVIRONMENTAL DETERMINATION In accordance with CEQA Guidelines section 15378(b)(5), this development agreement review is not a project subject to CEQA because it is an administrative action that will not impact the physical environment. The environmental impacts of the Bay Meadows project were previously analyzed in an environmental impact report.

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NOTICE PROVIDED In accordance with City Council Resolution No. 120 (1990) - Establishing Procedures and Requirements for the Consideration of Development Agreements, Government Code section 65090, 65091, and the City’s Municipal Code noticing requirements, this hearing was published in the San Mateo Daily Journal and noticed to the following parties ten days in advance: · Property owners, residential tenants and business tenants within 500 feet of the project site; · The City’s “900 List” which contains nearly 100 Homeowner Associations, Neighborhood Associations, local utilities, media, and other organizations interested in citywide planning projects; · The City’s “Notify Me” email distribution list titled “Planning - Master Planning Notice List”; and, · The interested parties list.

ATTACHMENTS Att 1 - Resolution Att 2 - Bay Meadows Phase II Development Agreement with Amendments Att 3 - Bay Meadows Phase II Development Agreement Annual Review Matrix Att 4 - Neighborhood Construction Update Quarterly Newsletter, October 2018 Att 5 - Bay Meadows Phase II Approved Program with Construction Information

STAFF CONTACT Brittni Barron, Project Manager II [email protected] (650) 522-7206

CC: (AR and attachments (hardcopy) via USPS First Class Mail Whitney Welsch - Wilson Meany, Four Embarcadero Center, Ste. 3330, SF, CA 94111

CITY OF SAN MATEO Page 3 of 3 Printed on 5/21/2019 powered by Legistar™ Att 1 - Resolution

PA 19-019 Bay Meadows Phase II Development Agreement Annual Review (Year 13) (to Planning Commission Meeting of May 28, 2019)

PLANNING COMMISSION RESOLUTION NO. 2019–1

FINDING THAT BAY MEADOWS MAIN TRACK INVESTORS LLC HAS COMPLIED IN GOOD FAITH WITH THE TERMS OF THE BAY MEADOWS PHASE II DEVELOPMENT AGREEMENT FOR THE 13th REVIEW PERIOD OF DECEMBER 21, 2017 TO DECEMBER 20, 2018.

RESOLVED, By the Planning Commission of the City of San Mateo, , that;

RECITALS

WHEREAS, the Bay Meadows Phase II Development Agreement was adopted by the City Council on November 7, 2005 and became effective on December 21, 2005; and

WHEREAS, the Development Agreement and City Council Resolution No. 120 (1990) - Establishing Procedures and Requirements for the Consideration of Development Agreements requires the annual review of the Agreement and all actions taken pursuant to the Development Agreement, and the Planning Commission is required to undertake this annual review and determine the good faith compliance by the Owner with the terms of the Agreement; and,

WHEREAS, the Owner timely submitted documentation setting forth the Owner’s good faith compliance with the terms and conditions of the Development Agreement for the thirteenth review period of December 21, 2017 to December 20, 2018; and

WHEREAS, there was no specific items required to be completed in the thirteenth year of the Development Agreement; and

WHEREAS, the City of San Mateo, in accordance with California Government Code Section 65865.1 through this Planning Commission has held a public hearing pursuant to the notice required by law for the finding of Owner’s compliance in good faith with the terms of the Development Agreement, at which hearing the Commission received and considered written and oral evidence; and

WHEREAS, the City considered all aspects of the Bay Meadows Phase II development project including the Development Agreement and its provisions for this annual review in the San Mateo Rail Corridor Plan and Bay Meadows Specific Plan Amendment Environmental Impact Report that was prepared and circulated for public review pursuant to CEQA, and the City Council certified the EIR on April 18, 2005 and re-certified it on June 6, 2006 and November 7, 2006. In accordance with CEQA Guidelines section 15378(b)(5), this development agreement review is not a project subject to CEQA because it is an administrative action that will not impact the physical environment. The environmental impacts of the Bay Meadows project were previously analyzed in an environmental impact report.

NOW, THEREFORE, IT IS FOUND, DETERMINED AND ORDERED, THAT:

1. The Planning Commission has determined in accordance with CEQA Guidelines section 15378(b)(5), this development agreement review is not a project subject to CEQA because it is an administrative action that will not impact the physical Planning Commission Resolution No. 2019-1 PA 19-019 Bay Meadows Phase II Development Agreement Annual Review (Year 13) Meeting of May 28, 2019 Page 2 of 2

environment. The environmental impacts of the Bay Meadows project were previously analyzed in an environmental impact report.

2. Both parties to the Development Agreement have complied with the requirements of Articles 6.2 and 6.3 of the Development Agreement.

3. The Recitals set forth at the beginning of this Resolution are hereby incorporated as findings based on substantial evidence in the record and on that basis are hereby adopted and approved.

4. The Planning Commission, by at least a majority of its members, hereby finds that based on substantial evidence Bay Meadows Main Track Investors LLC has complied in good faith with the terms of the Bay Meadows Phase II Development Agreement for the thirteenth review period of December 21, 2017 to December 20, 2018 within the meaning of Article 6.3 of the Development Agreement, Section 8(a) of Resolution 120 (1990) adopted by the City Council on October 15, 1990, and Cal. Government Code Section 65865.1.

5. A certified copy of this resolution shall be filed with the City Clerk.

Resolution adopted by the San Mateo City Planning Commission at its meeting of May 28, 2019.

AYES: NOES: ABSENT:

Dianne Whitaker, Chair City of San Mateo Planning Commission

Exhibits on File at the Planning Division Office: A: Bay Meadows Phase II Development Agreement Annual Review Matrix

Att 2 - Bay Meadows Phase II Development Agreement with Amendments

Att 3 - Bay Meadows Phase II DA Annual Review Matrix

BAY MEADOWS PHASE II Development Agreement (Effective 12/21/05) Annual Review Matrix

Review Period (13th year): December 21, 2017 to December 20, 2018

This matrix provides brief summaries of the provisions of the Development Agreement by and between the City of San Mateo and the Bay Meadows Main Track Investors, LLC, adopted by Ordinance No. 2005-17 (hereinafter the "DA" or the "Development Agreement"). For the full requirements, please see the text of the Development Agreement.

Development Agreement Requirement Trigger Status Due Date (DA) Section No.

MISCELLANEOUS AND ON-GOING

Annual Review of Development 6 No less than 30 nor no more than 60 Owner has complied by 10/21 to 11/20 of each Agreement: Owner submits letter to City days prior to the anniversary date of submitting this annual year. Clark re: compliance; Compliance to be the DA. review. determined by Planning Commission, appears to City Council

Applications for Approvals 3.11 Add language to each Application Owner has and will comply Ongoing. submittal. when appropriate. shall all contain the following language: “SUBJECT TO THE BAY MEADOWS PHASE II DEVELOPMENT AGREEMENT”

Page 1 of 8 Development Agreement Requirement Trigger Status Due Date (DA) Section No.

Permits Required by Other Agencies 5.8 Prior to issuance of any required Owner is complying. Ongoing. City permits. Project may need permits for one or more of these agencies: 1) Army Corps of Engineers 2) Fish and Game 3) JPB 4) Caltrans 5) Bay Area Air Quality Management District

PRIOR TO OBTAINING BUILDING PERMITS

Below Market Rate (BMR) Agreement 5.12 Prior to issuance of any building Ongoing - The City Building Permit. permit for residential units. continues to work with the Provide an executed BMR Agreement home builders to address between applicant and the City. the BMR requirements.

PRIOR TO OBTAINING CERTIFICATES OF OCCUPANCY (C OF O)

Below Market Rate (BMR) (10%) 5.12(a) Construction must commence prior Addressed on a building by Prior to Certificate of to first Certificate of Occupancy on building basis. Occupancy. On-going. Construction of BMR Units. the Block.

FEE SUMMARY

Exaction Inflation and Transportation 3.8 Exactions shall be inflated after the This was effective on On-going. Mitigation Fee 3.9 6th anniversary of the Effective Date 12/21/11 and is being by the CPI factor implemented. (Transportation Mitigation Fee Update may increase fee prior to 6th anniversary.)

Page 2 of 8 Development Agreement Requirement Trigger Status Due Date (DA) Section No.

Public Art Contribution of $1,000,000. 5.15 1) $350,000 due on day Owner Payment #1 completed. Payment #1 completed. sends notice accepting the

Design Guidelines and First Phase approvals; 2) $250,000 to be used by Payment #2 is being spent Due at time of Construction Owner for public art in Town as of now in Town Square.

Square;

3) $100,000 due on the 5th, Payment due 12/21/10 & 10th and 15th anniversaries Remaining payment have 12/21/15 completed. Future payment due of the DA all been made in advance of requirements. Art is 12/21/20 4) $100,000 due on expiration installed or in the process Due 12/21/23 of DA in 18th year. of being installed.

COMPLETED

Design Guidelines 3.2.1 Within 6 months of Effective Date. COMPLETED by Owner on Due by 6/21/06. 6/21/06. Presentation of Draft Design Guidelines. Meet with City staff and present a draft of Design Guidelines.

Design Guidelines 3.2.2 No later than 1 year from Effective COMPLETED by Owner. Due 12/21/06. Date of Development Agreement. Owner submitted Submission of Design Guidelines. Submit Adopted 12/12/06. application for approval of application for approval of Design Design Guidelines on July Guidelines. 11, 2006.

ADOPTED by Planning Commission on December 12, 2006

Lot Tie 4.1 When recording the Master Final COMPLETED by Owner on Map. 12/15/06 Owner shall provide a lot tie agreement.

Record Master Final Map 4.1 Record Master Tentative Map. COMPLETED by Owner on 8/30/06.

Page 3 of 8 Development Agreement Requirement Trigger Status Due Date (DA) Section No.

Campaign for the arts contribution of 5.15 90 days after Effective Date. COMPLETED by Owner on Due on 3/21/06. $50,000. 3/21/06.

Site Development Permit application. 3.2.3 No later than 1 year from the date COMPLETED by Owner on 12/12/07 pending the City’s approval of the Design 4/19/07. conclusion of legal Submit the first planning applications for Guidelines is final, and any legal proceedings. the first portion of anticipated proceedings are "finally concluded." development for the framework streets.

SPAR for First Phase 3.2.3 No later than 1 year from the date COMPLETED by Owner on 12/12/07 pending the City’s approval of the Design 6/18/07. conclusion of legal Submit application for first SPAR for at Guidelines is final, and any legal proceedings. least one Block ("First Phase"). proceedings are "finally concluded."

SPAR for Block along Delaware 3.2.4 Within 3 months of a ’s multi- COMPLETED by Owner on Caltrain station completion. modal train station being completed 6/18/07. Submit application for a SPAR for a block within the Specific Plan area. along Delaware.

Wet Storage Area 5.8.2 Wet storage provided by creation of COMPLETED by Owner on Project Tentative Map. storm water retention pond in 10/23/07. Site Development Permit. Community Park.

Community Facilities District (CFD) for 5.11 City pursues CFD at Owner's COMPLETED. CFD Prior to recordation of financing payment of capital Request. Owner shall consent to adopted on 8/11/08. Project Tentative Map. improvement costs associated with the formation of the CFD prior to the Public Improvements recordation of the first Project Tentative Map for Project. 1) Owner requests formation 2) City responsible for formation of CFD and issue/sale of bonds 3) Owner shall consent to formation prior to recordation of first Project Tentative Map

Page 4 of 8 Development Agreement Requirement Trigger Status Due Date (DA) Section No.

Dedication of Linear Park and 3.2.6 Owner to dedicate prior to approval COMPLETED. This issue is At time of SPAR 1 Neighborhood Park of the SPAR for the first Block of the addressed in SPAR approval. See also 5.9.2 development adjacent to the Linear Conditions of Approval and

Park or the Neighborhood Park. To on the final tentative map. be addressed in Conditions of Approval.

Notice Re: Advance Transportation 3.10(b) At application for a SPAR. COMPLETED. Advance At SPAR application. Mitigation Fees. fees were not utilized. Advance payment of Owner shall notify city of its utilization of Transportation Mitigation advance $4.6 million payment. Fees would be necessary if the JPB had commenced construction of the grade separations. This has not happened therefore this provision is not applicable.

Owner's acceptance or rejection of 5.19 Within 90 days of City's approval of All triggers have occurred. 12/31/08. City's approval of Design Guidelines & Design Guidelines, First Phase Action required by 12/31/08. First Phase Approvals. (Section 3.2.3 approvals, and final conclusion of explains that “First Phase” includes the any legal proceedings. COMPLETED on 12/29/08. Site Development Permit and a SPAR for at least one block.)

Section 5.19 also addresses prohibition on Expanded Gaming.

Delaware Street 5.10 Upon request from Public Works, COMPLETED. Delaware Upon request of Public after Design Guidelines and First Street has been dedicated Works. Owner shall dedicate Delaware to City Phase Approvals. to the City on the Final upon request of Public Works, after Map. Design Guidelines and First Phase approvals.

Page 5 of 8 Development Agreement Requirement Trigger Status Due Date (DA) Section No.

Public Art Contribution of $350,000, 5.15 1) $350,000 due on day Owner COMPLETED according to Due and paid 12/31/08. $100,000 and $100,000 ($1,000,000 in sends notice accepting the due dates. total). Design Guidelines and First

Phase approvals; See Fee Summary section for 2) $100,000 due on 5th Due and paid 12/21/10. detail on additional Public Art anniversary Contribution fees due. 3) $100,000 due on 10th anniversary Due 12/21/15 and spent directly on art with approval from Art’s Commission.

Casanova Park contribution of 5.16 1) When Effective Date has COMPLETED. Payment Owner’s acceptance of $100,000. occurred and City requests made on 12/29/08. First Phase Approvals on payment; or 12/31/08. 2) When Owner sends notice accepting Design Guidelines and First Phase Approvals.

Fiesta Gardens contribution of 5.17 When Owner sends notice accepting COMPLETED. Payment Owner’s acceptance of $100,000. Design Guidelines and First Phase made on 12/29/08. First Phase Approvals on Approvals. 12/31/08.

Gaming 5.19 Upon owner's acceptance of City’s COMPLETED. Covenant Owner’s acceptance of approval of Design Guidelines & recorded on 12/29/08. First Phase Approvals on Owner to record a covenant against the First Phase Approvals. 12/31/08. Property to permanently prohibit additional gaming.

Development Delay Payment: 5.20 2 years after Owner’s Election to No action required at this N/A – Construction has Discontinue Racing and delay in time. commenced. Owner pays $300k for loss of racing development. revenue if development delayed.

Page 6 of 8 Development Agreement Requirement Trigger Status Due Date (DA) Section No.

Community Park: Interim 5.9.1 The Community Park was Owner’s Election to formally dedicated to the Discontinue racing + 2 Interim improvements (baseball and See also 3.2.5 City of San Mateo on May years (4/1/2012). soccer fields, restrooms) or cash payment 15, 2012. The Dedication to City of $1,000,000. Depends on where was recorded with the City is in design process. County Recorder on that Improvement agreement and financial same day. security.

Advance Payment of Transportation 3.10(a) 6 years from the Effective Date; and No longer applicable. The Not applicable. Mitigation Fees; Consideration for 6th anniversary was 1) if 28th and 31st are open to Early Termination. 12/21/11. 28th and 31st are traffic; and not open to traffic, the City If specified conditions exist, Owner shall 2) City has approved Design has approved the Design advance $4.6 million in transportation Guidelines and applications Guidelines and First phase mitigation fees or terminate the for First phase; and applications, and racing Agreement. If terminate then owner must has ceased and the dedicate Delaware right of way. If 3) Grandstand has not been grandstand has been specified conditions exist and Owner has demolished or racing demolished. Furthermore, recorded final map, then $4.6 million operations have not ceased. infrastructure is payment is mandatory and Agreement approximately 60% does not terminate. complete and vertical builders are preparing to commence construction.

Improvement Agreement and Security 5.8.4 Prior to first Final Map Improvement Agreements Completed. have been executed for all Improvement agreements and Security Final Maps and Security providing for design, construction and has been posted. installation of Public Improvements.

Below Market Rate (BMR) 5.12(b) Owner to designate and offer the Completed concurrent with Completed. parcel to City within 6 months after the Nueva School approval. Net acre of land dedication for additional the commencement of construction BMR. Owner to decide location within of the main street section of mixed-use block. Delaware.

Affordability Covenant Recorded 5.12(b) Prior to transfer of 1 acre for BMR. Completed concurrent with Completed. the Nueva School approval.

Page 7 of 8 Development Agreement Requirement Trigger Status Due Date (DA) Section No.

Traffic Calming payment of $250,000 3.2.8 Prior to the issuance of the first The City of San Mateo First permit after 12/21/12. Building Permit following the 7th received this payment Completed. See also 5.14 anniversary of the Effective Date. directly from the issuance of the 2nd CFD bond in January 2013.

Dedication of 12 acre Community Park 3.2.5 Within 2 years of the date of The Community Park is Owner’s Election to (adjacent to Saratoga Ave.) Owner’s election to discontinue current under construction Discontinue Racing See also 5.9.1 racing. with enhanced interim + 2 yrs (2/1/12). Prior dedication, owner shall construct improvements. Completion interim improvements including Completed. of the park is scheduled for baseball/soccer fields or $1 million February 2013. The park is payment to City, depending on where City anticipated to be accepted is in design process. by the City in Q2 2013.

Dry Storage Area 5.8.2 At acceptance of Community Park. The CC&R’s will be Prior to City acceptance of completed prior to the Community Park. CC&R’s for City maintenance and City’s acceptance of the operation for the Dry Storage Area in Completed. Offer of Dedication which Community Park. was formally given on May 15, 2012.

Green Building Demonstration Project 5.18 Within first 400 units developed. Residential Block 1 has Completed. addressed this issue. Owner will construct one residential building with a LEED Silver Certification (at least 30 units).

Maintenance 5.9.3 Upon completion of such All public right of way has Completed and ongoing. improvements. been accepted by City and Owner to undertake the maintenance of Owner is maintaining all landscaping, medians and open space landscaping per this (except for the 15 acres of public parks requirement. dedicated to the City which shall be maintained by the City at its expense) through property owner’s association or similar entity.

Page 8 of 8 Att 4 - Neighborhod Construction Update Newsletter NEIGHBORHOOD October 2018 CONSTRUCTION UPDATE ISSUE #24 |OCTOBER 2018

RETAIL / ACTIVE SPACE UPDATE

• Roam Burgers completed construction over the quarter and opened on October 1st.

• Active lease discussions with future retail and restaurant tenants for the remainder of the Town Square and ground floor active space of Station 4 have continued. Check the website blog (www.BayMeadows.com/blog) for news on future tenants!

OFFICE BUILDING UPDATE

• Construction progress on Station 2 made meaningful headway as exterior windows and cladding were completed; landscaping began installation and interior work progressed on target for a late 2018 Temporary Certificate of Occupancy.

• Workday has commenced Tenant Improvements on the second floor of Station 3; work is anticipated to be complete in January 2019. Freshworks signed a lease for the remaining space on the second floor of Station 3.

SINGLE FAMILY HOMES

• Sales of Victory Homes continued-- just one home remains for sale. Construction will continue into the first quarter of 2019.

www.VictorySanMateo.com.

ADDITIONAL UPDATES

Wilson Meany will continue to provide advance notification prior to any closures. All road closures and after-hours work (in compliance with San Mateo Municipal Code 23.036.060: week- days 7pm-7am; Sat 5pm-9am; Sun 4pm-12pm) will be commu- nicated to adjacent neighbors, as has been the practice.

The grade separation project for 25th, 28th and 31st Avenues, and the Hillsdale Station relocation, led by The City of San Mateo in partnership with Caltrain, is under construction. Updates can be referenced on the Caltrain website at: www. caltrain.com/25thGS. Recent construction updates issued by PG&E include street closure notifications that will impact traffic flow along Delaware Street. Please call 650-508-7726 for additional questions or concerns.

Nueva School has commenced construction on their West Classroom Building (Phase II of three campus construction phases). Work over the quarter primarily involved framing.

BAY_Construction_Newsletter_Q32108.indd 1 10/3/2018 12:09:19 PM UPCOMING ACTIVITIES

• Station 3 Tenant Improvements (OpenText 6/18– 1/19) • Station 2 (Wilson Meany / Stockbridge) 5/17– 12/18 • Victory (Shea Homes) 12/16–3/19 • Nueva School West Classroom Building 6/18– 6/19

2600 South Delaware Street San Mateo, California 94403

CONSTRUCTION CONTACT INFORMATION

Construction Manager - Wilson Meany Scott Giddens 415-706-6205 [email protected] www.baymeadows.com

DEVELOPMENT TEAM

Owner: BBayay MeadowsMeadows LandLand CompanyCompany Developer: WWilsonilson MMeanyeany Civil Engineer: AARUPRUP Landscape Architect: CCongeronger MMossoss GGuillarduillard

BAY_Construction_Newsletter_Q32108.indd 2 10/3/2018 12:09:40 PM Att 5 - Bay Meadows Phase II Approved Program with Construction Information

Bay Meadows Phase II Development Program

BRIDGE SPAR (PA17-070) NUEVA SPAR #4 STA SPAR #3 1

NUEVA MU 1 SCHOOL 184,205 sf Educational Office BRIDGE *PHASE 1 (SPAR #1 68 BMR COMPLETED & Mod – units PA17074) PHASE 2 RES 3 AMELIA & RES 2 LANDSDOWNE 156 Townhouses STA 2 MU 2 BRIGHTSIDE RES 1 (63 TRI Pointe Homes- 176,929 sf Office, 88 Condos, 80 Amelia & 10,889 sf Retail/ 15,509 sf Office, FIELDHOUSE Townhouses 93 Shea Homes- Active Use & 11,814 sf Retail/ (Shea Homes) Landsdowne) 3,050 sf Active Use & 108 Apts Restaurant 3,000 sf Rest (WM)

STA 3 MU 3 RES 5 RES 4 159,415 sf Office, 76 Condo, CANTERBURY 82 8,769 sf Retail/ 12,906 sf Office, SPAR #2 Condos 76 Active Use & 12,361 sf Retail/ (WM) Townhouses 3,281 sf Active Use Restaurant (Tri Pointe)

STA 4 MU 4 RES 6 186,690 sf Office QUIMBY 54 Condos APPROVED PROGRAM & Outdoor Café, 70 Apts, 5,071 sf 8,627 sf Retail/ Office, 8,947 sf SPAR 1 Office Active Use & Retail/ Active Use, Approved Retail/Active Use SPAR 5,000 sf Rest. Restaurant 3,477 sf RES 7 RES 8 4/21/08 #1 Restaurant (Modified 392 Residential units THE RUSSELL MEADOW 9/25/18) 158 Apts + Active WALK SPAR 2 Use Approved STA 5 74 10/14/08 341 Residential units Townhouses (Modified 183,283 sf Office (Shea) 3/8/16) & 2,378 sf Retail/ SPAR 3 Active Use RES 9 Approved 344 Residential units (SPAR #1Mod – VICTORY 12/9/08

PA17074) 24 Single-Family Homes & Nueva School SPAR 4 31 Condos/ Townhouses (Shea) Nueva School (450 Approved students & 134,345 12/11/12 LEGEND sf) Bridge Apts Red – Under Construction 68 Residential Units SPAR Black – Completed Approved Blue - Approved 1/2/18 Rev. 5/2019