Request for Proposal for Landscape Architect Hunters Point ...

Request for Proposal for 

Landscape Architect 

Hunters Point Shipyard – Artists Replacement Space Building 

Issue Date: May 3, 2012 

This RFP is a City and County of San Francisco, Office of the City Administrator, as successor to the San 

Francisco Redevelopment Agency’s SBE project (“Office of the City Administrator”). 

Title: Landscape Architect 

Job Code: PROFESSIONAL SERVICES 

Issuing Agency and Address: Lennar Urban 

1 California Street, Suite 2700 

San Francisco, CA 94111 

Location of Work: Bayview Hunters Point Shipyard, San Francisco, CA 94124 

Period of Contract: Summer 2012 through completion of construction 

I. PURPOSE 

The intent of the request is to solicit proposals for the professional services of a Landscape Architect 

authorized to do business in the City and County of San Francisco, and State of California. The RFP seeks 

qualifications, a work scope and fee proposal to perform landscape design services for areas adjacent to an 

institutional building of approximately 106,000 square feet gross area with 5 levels – known as the Artist 

Replacement Space. The selected consultant will be contracted directly with the Project Architect, IBI Group, 

and work under its direction and supervision as a subconsultant. 

The consultant firm must have experience in landscape design for public plazas adjacent to large institutional 

or commercial buildings. The consultant firm should offer a full range of technical services to be performed by 

key staff with experience including construction document production and construction administration 

services for landscape projects. Office of the City Administrator SBE‐certified firms are encouraged to apply. 

II. BACKGROUND 

The Hunters Point Shipyard Phase II Master Plan envisions a new mixed use neighborhood to be developed on 

the site of the decommissioned Navy Shipyard. The neighborhood will include approximately 4,275 residential 

units; 125,000 sq. ft. of neighborhood retail; 3,000,000 sq. ft. of office; 50,000 sq. ft. of community uses; and, 

over 200 acres of open space and parks.

Currently at the Shipyard there is a large community of artists who practice in studios located in a variety of 

older Navy buildings, some of which will be demolished as part of the redevelopment of the site. Artists in 

these facilities will be moved to an Artist Replacement Space that will be approximately 106,000 gross square 

feet. The building will be located at Hunters Point, at the southern termination of Galvez Avenue where it 

meets Horn Avenue, immediately north of Building 101. 

Building 101, where artists currently practice, will be retained. The space within it and the new building will 

total approximately 225,000 square feet of artist studios and related space. These buildings, along with the 

artist plaza to be developed between them and an adjacent proposed Community Arts Center of about 30,000 

square feet, will form the Shipyard Arts District, one of the largest such districts in the nation. The new Artist 

Replacement Space is envisioned as an anchor for the Arts District, while the District itself is envisioned as an 

anchor for the surrounding neighborhood which will also include shops and services along nearby Fisher 

Street, residential, and research and development offices. 

This RFP seeks Landscape design services for basic conceptual design through construction administration. 

III. SCOPE OF WORK 

The scope of work consists of landscape design responsibilities for basic concept design through construction 

administration. The extent of the site will include the Artist Replacement Space frontage along Horne Avenue 

and Robinson Street, the stair passageway next to Building 101 and the 20,000 sf main plaza and parking area 

up to the State Trust property line at the toe of the Hillpoint Park slope. 

Basic Concept Design Documents‐ Submit design charts and tables appropriate to a Basic Concept Design 

submittal, including: 

Description of paved areas, and landscaped areas 

Finish grading and surface drainage of pedestrian pavements and planting areas 

Landscape walls, steps, railings and related site development elements not a part of the building 

Site furniture, including planter pots, trash receptacles, drinking fountains and sculpture elements 

Planting and soil preparation 

Irrigation 

Lighting design fixture selection and location 

Integration of storm water BMP measures 

Cost estimating 

Participation in design presentations as defined below 

Regulatory Agency meeting attendance as defined below 

Schematic Design‐ This phase of work will generate a refined site design for the landscape, including program, 

character and materials. Tasks will include: 

Prepare design study alternatives for areas 

Refine the design to a final Schematic Design 

Preparation of Plans, Sections and Details and Plant Materials List 

Presentation to the agencies/client group 

Cost estimate 

Submittals will be made at 100% completion

Design Development‐ Upon Clients approval and acceptance of the Schematic Design and cost, Landscape 

Architect will commence with Design Development. This phase of work shall refine the design and identify all 

key construction systems, materials and finishes, and critical coordination issues. Tasks will include: 

Develop the design to describe the character and construction method for all of the key landscape 

elements 

Select key materials, including site elements, paving, walls, fences, and significant plant materials 

Preparation of plans, sections, details and outline specifications 

Coordination of landscape design with civil engineering/ grading design and documentation 

Submittals will be made at 50% and 100% completion 

Cost estimate 

Construction Documentation‐ Upon Client’s approval of design development drawings and cost, Landscape 

Architect will fully document all aspects of the design, including all relevant sections of technical specifications 

Detailed documentation of all elements within the scope of work, including full specifications 

Coordination of documents with other consultants. Submittals will be made at 50%, 80%, and 100% 

completion 

Prepare drawings and data in the Auto‐cad format, Revit/BIM and hard copy formats and provide such 

drawings and data to Project Architect and Lennar as requested. 

Bidding‐ Landscape Architect will review and assist in the evaluation of bids, including meetings and 

interviews with landscape contractors 

Construction Observation‐ Landscape Architect will make periodic site visits to review the progress of 

construction and to determine in general if the construction is proceeding in accordance with the design 

intent of the construction documents. On the basis of the site observations, Landscape Architect will keep the 

Client informed of the progress of construction. Landscape Architect may recommend the rejection of work 

failing to conform to the contract documents. In addition, Landscape Architect will respond to Requests For 

Information from the contractor, and review submittals for those parts of the project in the above scope of 

services. 

Perspectives, Sketches and Renderings 

Perspectives, sketches, and renderings as necessary to indicate the landscaping character of the project 

and its relationship to the pedestrian level shall be submitted to the Office of the City Administrator. 

Samples 

Samples of proposed vegetation and related elements shall be submitted to the Office of the City 

Administrator 

. 

Meetings 

Meetings with the Office of the City Administrator staff to review the design “in progress” 

Meetings with the Citizens Advisory Committee 

PowerPoint presentations to the Oversight Board 

Meetings with the Owner, Project Architect and consultants

Permitting 

• Provide documents that conform to all applicable building codes and modify permit document at the 

request of local permitting agencies. 

IV. PROPOSAL REQUIREMENTS 

A. Composition – proposals shall be straightforward description of the firm’s capabilities to perform 

the requirements of the RFP and include the following: 

i. Cover Page. Completed and signed RFP cover page (see Attachment F). 

ii. Firm. One‐page history of firm including name, address, number of years in business, 

number of employees, primary contact, company legal status and ID number; one‐ 

paragraph statement representing firm’s capacity to perform scope of work stated in 

proposal in a timely manner. 

iii. Project Experience. Two‐page maximum description per project of similar projects 

including photos, construction type, cost, developer and reference; list of projects 

completed with: Mayors Hunters Point Shipyard Citizens Advisory Committee; San 

Francisco Building Department; San Francisco Redevelopment Agency. 

iv. Understanding and Work Plan. Two‐page maximum description demonstrating your 

understanding of this project and proposed work plan. 

v. Staff. One‐paragraph description of each key staff assigned to project; two‐page 

maximum resume of each key staff. 

vi. Small Business Enterprise (SBE) Status. If applicable, letter of SBE status from SF 

Redevelopment Agency. 

vii. Certificate of Insurance: For the firm, for coverage amount as described in attached 

Insurance Requirements (Exhibit C). 

viii. Professional fees: broken out as follows: 

Schematic Design 

Design Development 

Construction Documents 

Bid Phase 

Construction Administration 

Also include: firm’s ‘standard hourly rate schedule’ 

Total 

B. Copies – one (1) signed original and three (3) copies of the proposal shall be submitted. No faxes 

or electronic copies will be accepted. 

C. Authorized Representative – proposals shall be signed by a legally authorized representative of 

the firm (i.e. Owner, stockholder or officer). By submitting a proposal, the Respondent certifies 

that all information provided is true and accurate. 

D. Appendix – any additional relevant information may be appended to the proposal. 

V. EVALUATION CRITERIA

Proposals shall be evaluated by a committee comprised of representatives from Lennar Urban and 

the Project Architect, IBI Group, based on the following criteria: 

A. Qualifications – based on stated similar project experience, references and staffing (30 points) 

B. Fees – based on stated fees 

C. Understanding and Work Plan – based on demonstration of project understanding and proposed 

work plan 

D. SBE Status – use of SFRA certified SBE firms 

E. Capacity – ability to complete the work in timely manner based on stated capacity 

F. The Committee, at its sole discretion, may conduct interviews with top three respondents or all 

Respondents, in each discipline. 

VI. AWARD OF CONTRACT 

VII. FEES 

Proposals will be ranked by the committee according to the above evaluation criteria. Negotiations 

shall then be conducted between Lennar and the Respondent ranked first. If a contract satisfactory to 

Lennar can be negotiated, the award shall be made to that Respondent. Otherwise, negotiations with 

the Respondent ranked first shall be formally terminated and negotiations conducted with the 

Respondent ranked second, and so on, until such a contract can be consummated. Should Lennar 

determine in writing and in their sole discretion that only one Respondent is fully qualified, or that 

one offer is clearly more highly qualified and suitable than the others, a contract may be negotiated 

and awarded to that Respondent. The project will be awarded to the respondent deemed most 

qualified and suitable on the basis of the stated responses and their references. Proprietary 

information, such as work plan and per diem rates, will not be disclosed to the public or to 

competitors. 

The professional fees shall be negotiated on a lump sum basis considering the Work Plan required. 

VIII. ATTACHMENTS 

Attachment A: Site Plans 

Attachment B: Office of the City Administrator’s SBE Program 

Attachment C: Insurance Requirements 

Attachment D: Office of the City Administrator’s Document Approval Procedure 

Attachment E: 1) Bayview Hunters Point Employment and Contracting Policy 

2) Nondiscrimination in Contracts and Equal Benefits Policy 

3) Minimum Compensation Policy 

4) Health Care Accountability Policy 

Attachment F: Compliance Certification 

IX. SCHEDULE AND PROCEDURES

Schedule 

RFP Release Date: May 3, 2012 

RFP Pre‐submittal Conference: May 15, 2012 

2:00 pm at offices of Lennar Urban 

1 California Street, Suite 2700 


RFP Question Due Date: May 17, 2012 

RFP Response Due Date: May 31, 2012 4:00pm PST 

Interviews: Mid June 2012 

Selection Announced: End of June or early July 2012 

Questions 

General questions may be submitted via email to Patrick Banks, Patrick.banks@Lennar.com. Answers 

to respondents’ questions and updates to this RFP will be posted on the San Francisco City bid 

website: 

http://www.sfredevelopment.org/ 

Any questions related to the City of San Francisco RFP process and requirements may be submitted 

via email to Thor Kaslofsky, Project Manager for the City Administrator’s Office, 

thor.kaslofsky@sfgov.org. 

Submission Address 

Lennar Urban 

1 California Street, 27 th Floor 


Attention: Mr. Patrick Banks

SAN FRANCISCO REDEVELOPMENT 

AGENCY 

SMALL BUSINESS ENTERPRISE 

POLICY 

Adopted: November 16, 2004 

Amended and Restated: July 21, 2009 

1 Agency Small Business Enterprise Policy 

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I. INTRODUCTION 

The Agency is acutely aware of the many challenges that small businesses face when contracting 

with public entities. The mission of the Agency includes economic development in Project 

Areas and accordingly this Small Business Enterprise Policy (“SBE Policy”) is to establish a set 

of Small Business Enterprise participation goals and good faith efforts designed to ensure that 

monies are spent in a manner which provides SBEs with an opportunity to compete for and 

participate in San Francisco Redevelopment Agency (“Agency”) assisted projects. A genuine 

effort will be made to give First Consideration to Project Area SBEs and San Francisco- based 

SBEs before looking outside of San Francisco. 

II. APPLICATION 

This SBE Policy applies to all Contractors and their subcontractors seeking work on Agency- 

Assisted Projects on or after November 17, 2004 and any Amendment to a Pre-existing Contract 

as that term is defined in Article III - Definitions. 

III. DEFINITIONS 

“Small Business Enterprise (SBE)” means an economically disadvantaged business 

that: is an independent and continuing business for profit; performs a commercially useful 

function; is owned and controlled by persons residing in the United States or its territories; has 

average gross annual receipts in the three years immediately preceding its application for 

certification as a SBE that do not exceed the following limits: (a) construction--$14,000,000; (b) 

professional or personal services--$2,000,000 and (c) suppliers--$7,000,000; and meets the other 

certification criteria described in Exhibit I. 

In order to determine whether or not a firm meets the above economic size definitions, the 

Agency will use the firm’s three most recent business tax returns (i.e., 1040 with Schedule C for 

Sole Proprietorships, 1065s with K-1s for Partnerships, and 1120s for Corporations). 

Once a business reaches the 3-year average size threshold for the applicable industry the business 

ceases to be economically disadvantaged, it is not an eligible SBE and it will not be counted 

towards meeting SBE contracting requirements (or goals). 

“Affiliates” means an affiliation with another business concern is based on the power to 

control, whether exercised or not. Such factors as common ownership, common management 

and identity of interest (often found in members of the same family), among others, are 

indicators of affiliation. Power to control exists when a party or parties have 50 percent or more 

ownership. It may also exist with considerably less than 50 percent ownership by contractual 

arrangement or when one or more parties own a large share compared to other parties. Affiliated 

business concerns need not be in the same line of business. The calculation of a concern's size 

includes the employees or receipts of all affiliates. 

“Agency-Assisted Contract” means Development and Disposition Agreements, Land 

Disposition Agreements, Leases, Loan and Grant Agreements, personal services contracts and 

other similar contracts and Operations Agreements that the Agency executes with for-profit or 

non-profit entities. 


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“Amendment to a Pre-existing Contract” means a material change to the terms of any 

contract, the term of which has not expired on or before the date that this Small Business 

Enterprise Policy (“SBE Policy”) takes effect, but shall not include amendments to decrease the 

scope of work or decrease the amount to be paid under a contract. 

“Annual Receipts” means “total income” (or in the case of a sole proprietorship, “gross 

income”) plus “cost of goods sold” as these terms are defined and reported on Internal Revenue 

Service tax return forms. The term does not include net capital gains or losses; taxes collected 

for and remitted to a taxing authority if included in gross or total income, such as sales or other 

taxes collected from customers and excluding taxes levied on the concern or its employees; 

proceeds from transactions between a concern and its domestic or foreign affiliates; and amounts 

collected for another by a travel agent, real estate agent, advertising agent, conference 

management service provider, freight forwarder or customs broker. For size determination 

purposes, the only exclusions from receipts are those specifically provided for in this paragraph. 

All other items, such as subcontractor costs, reimbursements for purchases a contractor makes at 

a customer's request, and employee-based costs such as payroll taxes, may not be excluded from 

receipts. Receipts are averaged over a concern's latest three (3) completed fiscal years to 

determine its average annual receipts. If a concern has not been in business for three (3) years, 

the average weekly revenue for the number of weeks the concern has been in business is 

multiplied by 52 to determine its average annual receipts. 

“Commercially Useful Function” means that the business is directly responsible for 

providing the materials, equipment, supplies or services in the City and County of San Francisco 

(“City”) as required by the solicitation or request for quotes, bids or proposals. Businesses that 

engage in the business of providing brokerage, referral or temporary employment services shall 

not be deemed to perform a “commercially useful function” unless the brokerage, referral or 

temporary employment services are required and sought by the Agency. 

“Office” or “Offices” means a fixed and established place(s) where work is performed 

of a clerical, administrative, professional or production nature directly pertinent to the business 

being certified. A temporary location or movable property or one that was established to oversee 

a project such as a construction project office does not qualify as an “office” under this SBE 

Policy. Work space provided in exchange for services (in lieu of monetary rent) does not 

constitute an “office.” The office is not required to be the headquarters for the business but it 

must be capable of providing all the services to operate the business for which SBE certification 

is sought. An arrangement for the right to use office space on an “as needed” basis where there 

is no office exclusively reserved for the business does not qualify as an office. The prospective 

SBE must submit a rental agreement for the office space, rent receipt or cancelled checks for rent 

payments. If the office space is owned by the prospective SBE, the business must submit 

property tax or a deed documenting ownership of the office. 

“Person” means one or more individuals, partnerships, associations, organizations, 

corporations, and cooperatives. 

“Project Area Small Business Enterprise” means a business that meets the abovedefinition 

of Small Business Enterprise and that: (a) has fixed offices located within the 

geographical boundaries of a Redevelopment Project or Survey Area where a commercially 


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useful function is performed; (b) is listed in the Permits and License Tax Paid File with a Project 

Area or Survey Area business street address; (c) possesses a current Business Tax Registration 

Certificate at the time of the application for certification as a SBE; (d) has been located and 

doing business in a Project Area or Survey Area for at least six months preceding its application 

for certification as a SBE; and (e) has a Project Area or Survey Area office in which business is 

transacted that is appropriately equipped for the type of business for which the enterprise seeks 

certification as a SBE. Post office box numbers of residential addresses alone shall not suffice to 

establish a firms’ location in a Project Area or Survey Area. 

“Project Area” means an area of San Francisco that meets the requirements under 

Community Redevelopment Law, Health and Safety Code Section 33320.1. These areas 

currently include the Bayview Industrial Triangle, Bayview Hunters Point (Area B), Federal 

Office Building, Hunters Point Shipyard, Mission Bay (North), Mission Bay (South), Rincon 

Point/South Beach, South of Market, Transbay Terminal, Yerba Buena Center and Visitacion 

Valley. 

“San Francisco-based Small Business Enterprise” means a business that meets the 

above-definition of Small Business Enterprise and that: (a) has fixed offices located within the 

geographical boundaries of the City; (b) is listed in the Permits and License Tax Paid File with a 

San Francisco business street address; (c) possesses a current Business Tax Registration 

Certificate at the time of the application for certification as a SBE; (d) has been located and 

doing business in the City for at least six months preceding its application for certification as a 

SBE; and (e) has a San Francisco office in which business is transacted that is appropriately 

equipped for the type of business for which the enterprise seeks certification as a SBE. Post 

office box numbers or residential addresses alone shall not suffice to establish a firm's status as 

local. 

“Survey Area” means an area of San Francisco that meets the requirements of the 

Community Redevelopment Law, Health and Safety Code Section 33310. These areas currently 

include Bayview Hunters Point Redevelopment Survey Area C. 

IV. SMALL BUSINESS ENTERPRISES CONTRACTING GOAL 

A. In order to meet the mission of the Agency and promote economic development 

in Project Areas, the Agency intends to establish targets for SBE participation in Agency and 

Agency-Assisted Contracts. It also intends to provide Project Area Small Businesses with First 

Consideration to contracting opportunities with the Agency or through the Agency-Assisted 

prime contractors. 

B. The Agency’s overall SBE participation goals (for prime contracts) shall be set at 

50%. This means that the Agency or Agency-Assisted Contractor shall use its best efforts to 

award at least 50% of all Agency-Assisted Contracts covered by this policy to SBEs. The ability 

of the Agency or Agency-Assisted Contractor to meet this goal will depend, in part, on 1) the 

availability of qualified SBEs capable of providing the goods or services required by the 

contract; and 2) the availability of SBEs who provide price quotes that are reasonable and do not 

exceed competitive levels beyond amounts that can be attributed to the increased costs faced by 


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small local businesses. Accordingly, the Agency may, at its discretion, change the participation 

goals, on a contract-by-contract basis, in its own contracts or in Agency-Assisted Contracts. 

C. These Agency SBE Prime Contract Participation Goals are: 

CONSTRUCTION 50% 

PROFESSIONAL SERVICES 50% 

SUPPLIERS 50% 

D. First Consideration: will be given by the Agency or Agency-Assisted Contractor 

in awarding contracts in the following order: 1) Project Area SBEs, 2) San Francisco-based 

SBEs (outside an Agency Project or Survey Area), and 3) All other SBEs. Non San Franciscobased 

SBEs should be used to satisfy participation goals only if Project Area SBEs or San 

Francisco-based SBEs are not available, qualified, or if their bids or fees are significantly higher 

than those of non San Francisco-based SBEs. 

E. Certification: Only firms certified as SBEs will be counted toward meeting the 

participation goals described above. The SBE Certification Criteria are set forth in Exhibit I. 

F. Good Faith Efforts - Agency: The goals established in Article IV.C above of 

this SBE Policy are targets the Agency or Agency-Assisted Contractor will make a good faith 

effort to achieve for prime contracts. Accordingly, good faith efforts must be taken to assure that 

these firms are utilized when possible as sources of supplies, equipment, construction, and 

services. Good faith efforts shall include the following: 

1. Contract Size. Where appropriate, the Agency or Agency-Assisted 

Contractor will divide the work in order to encourage maximum SBE participation or, 

alternatively, SBEs will be encouraged to joint venture. Each responsible staff person, developer 

or prime contractor/consultant shall identify specific items of each contract that may be 

performed by subcontractors and, if necessary, provide a list of prospective SBEs for the 

bidder(s). 

2. Advertise. For contracts procured using the Competitive Sealed Bids – 

Public Contract Code Procedure or the RFP/RFQ Procedure, unless there are special 

circumstances, the Agency or Agency-Assisted Contractor will advertise for 30 days prior to the 

opening of bids or proposals in media focused on small businesses including the Bid and 

Contract Opportunities website through the City's Purchasing Department and the Procurement 

Opportunities section of local publications. 

3. Prepare List of SBEs. Each responsible staff person, developer or prime 

contractor/consultant shall request the Contract Compliance Office to assemble a list of all 

known SBEs in the pertinent field(s). This list will be made available to the public upon request. 

Compliance Staff will consult with other redevelopment agencies and government agencies to 

identify small businesses, particularly those in Project and Survey Areas, that have expertise in 

areas used by the Agency; the Contract Compliance Office will continue its present practice of 

regularly updating a variety of lists. 


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4. Public Solicitation. The Agency or Agency-Assisted Contractor will mail 

Requests for Qualifications (RFQs) or Requests for Proposals (RFPs) to SBEs. It will follow up 

initial solicitations of interest by contacting SBEs to determine with certainty whether they are 

interested in performing specific items in a project. The Agency will also make contacts with 

SBE contractor associations or development centers, or any agencies that disseminate bid and 

contract information and provide technical assistance to SBEs. 

5. Convene Pre-Bid or Pre-Solicitation Meetings. On consulting contracts 

that are $5,000 or more and construction contracts estimated to cost $5,000 or more, procured 

using the Competitive Sealed Bids –Public Contract Code Procedure or the RFP/RFQ Procedure, 

the Agency or Agency-Assisted Contractor will send written invitations to potential SBE 

candidates to attend pre-bid or pre-solicitation meetings for the purpose of answering questions 

about the process and the specifications and requirements. Representatives of the Contract 

Compliance Office will also participate. 

6. Outreach and Other Assistance. The Agency or Agency-Assisted 

Contractor will a) provide SBEs with plans, specifications and requirements for all or part of the 

project; b) make contacts with SBE contractor associations or development centers, or any 

agencies that disseminate bid and contract information and provide technical assistance to SBEs; 

and c) follow up initial solicitations of interest by contacting SBE firms to determine with 

certainty whether they are interested in performing specific items in a project. 

7. Insurance and Bonding. Recognizing that lines of credit, insurance and 

bonding are problems common to small businesses, staff will be available to explain the 

Agency's insurance and bonding requirements, answer questions about them, and be prepared to 

suggest avenues of assistance. 

8. Focused Meetings. When deficiencies are noted Contract Compliance 

staff will work with the responsible staff person to convene a meeting for SBEs focusing on 

opportunities for particular industries, e.g., a joint meeting of housing sponsors and small 

architectural firms based in a Project Area. 

9. Monitoring. The Agency or Agency-Assisted Contractor will keep track 

of the date that each response, proposal or bid was received from SBEs, including the amount bid 

by and the amount to be paid (if different) to the non-SBE contractor that was selected. If the 

responsible staff person or bidder/proposer asserts that there were reasons other than the 

respective amounts bid for not awarding the contract to or selecting an SBE, he or she must be 

prepared to provide valid reasons(s) for any rejections. 

V. SUBCONTRACTING - BY PRIME CONTRACTORS 

A. Subcontracting Goal The Agency intends to establish a subcontracting 

participation goal for SBEs at 50%, but recognizes that this goal may vary depending on the 

extent of subcontracting opportunities presented by the contract and the availability of SBE 

subcontractors capable of providing goods or services required by the contract. Accordingly, the 

Agency, at its discretion, may change the participation goals on a contract-by-contract basis. 


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B. First Consideration will be given in the following order: 1) Project Area SBEs, 

2) San Francisco-based SBEs (outside an Agency Project or Survey Area), and 3) All other 

SBEs. 

C. Good Faith Efforts - Subcontracting. The Agency will continue its efforts to 

maximize the involvement of SBE subcontractors by having each responsible staff person: 

1. Request the Contract Compliance Office to assemble for the prime, a list 

of all known SBEs, particularly those in Project or Survey Areas, in the pertinent field(s). This 

list will be made available to the public upon request. 

2. Identify specific items of each contract that may be performed by 

subcontractors and, if necessary, provide a list of prospective SBEs for the bidder(s). 

3. Send notices to appropriate organizations of the opportunities of SBEs to 

obtain subcontracts with the Agency. 

4. Advise SBEs of its insurance requirements and offer SBEs advice on 

meeting the requirements. 

D. Contract Provision Requiring Good Faith Efforts. Agency staff shall include 

in prime contracts provisions that require prospective contractors that will be utilizing 

subcontractors to make the following good faith efforts to subcontract to SBEs: 

1. Consult with the Agency and other agencies, including government 

agencies to identify small businesses that have expertise in areas needed by the Agency. 

2. Document efforts undertaken to encourage subbidder(s) to obtain SBE 

participation at a lower tier including identifying specific items of the contract that may be 

performed by SBE subcontractors and prospective SBEs to perform such items. 

3. Make contacts with SBEs, associations or development centers, or any 

agencies, which disseminate bid and contract information to SBEs. Follow up initial 

solicitations of interest by contacting small business enterprises to determine with certainty 

whether they are interested in performing specific items in a project. This provision includes 

making direct written solicitation with a complete scope of work to all Agency certified SBEs 

that provide any subcontract portion of the proposed work. 

4. Keep track of the date that each response, proposal or bid was received 

from SBEs, including the amount bid by and the amount to be paid (if different) to the non-SBE 

contractor that was selected. If the bidder/proposer asserts that there were reasons other than the 

respective amounts bid for not awarding the contract to or selecting an SBE, he or she must be 

prepared to provide valid reasons(s) for any rejections. 

5. Assist SBEs relative to obtaining and explaining plans, specifications and 

contract requirements. 

6. Assist SBEs with respect to bonding, lines of credit, etc. 


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7. Extend negotiation efforts to SBEs or be prepared to explain the reasons 

for not negotiating with SBEs. 

8. Prepare a report which shows for each private project and each public 

project (without an SBE Program) undertaken by the consultant in the preceding 12 months, the 

total dollar amount of the contract and the percentage of the contract dollars that were awarded to 

SBEs. 

9. Document any other efforts undertaken to encourage participation by SBE. 

E. Technical Assistance. As appropriate, Agency staff shall suggest various sources 

of assistance to SBEs such as U.S. Small Business Administration (“SBA”), U.S. Minority 

Business Development Agency, San Francisco Renaissance, SCORE (Service Corps of Retired 

Executives), Urban Solutions, as well as other local community based economic development 

organizations. 

F. Aid to Unsuccessful Bidders. As an aid to unsuccessful bidders the Agency will 

make available upon reasonable request the following information within a reasonable time 

(usually within 30 days) after the selection of a contractor/consultant: 

For construction contractors: 

1. A summary of unit prices taken from the bid documents. 

2. A list of subcontractors, nature of work, and bid dollar amount from the 

bid documents. 

For professional consultants: 

1. All submissions received in response to RFQs or RFPs and, if asked, we 

will again explain the Agency's insurance and bonding requirements, answer questions about 

them, and distribute brochures that describe the SBA-insured bonding program. 

VI. CONSTRUCTION CONTRACTORS 

A. Construction contracts and subcontracts awarded for $5,000 or more shall contain 

the Attachment to Instructions to Bidders Construction Work Force and Small Business 

Enterprise Program. 

B. Compliance with Prompt Payment Statute: 

1. Construction contracts and subcontracts awarded for $5,000 or more shall 

contain the following provision: 

“Amounts for work performed by a subcontractor shall be paid within ten (10) 

days of receipt of funds by the contractor, pursuant to California Business and 

Professions Code Section 7108.5 et seq. Failure to include this provision in a 

subcontractor or failure to comply with this provision shall constitute an event of 


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default which would permit the Agency to exercise any and all remedies available 

to it under contract, at law or in equity.” 

2. In addition to and not in contradiction to the Prompt Payment Statute 

(California Business and Professions Code Section 7108.5 et seq.), if a dispute arises which 

would allow a Contractor to withhold payment to a subcontractor due to a dispute, the Contractor 

shall only withhold that amount which directly relates to the dispute and shall promptly pay the 

remaining undisputed amount, if any. 

VII. SUBMISSION OF ELECTRONIC CERTIFIED PAYROLLS 

For any Agency-Assisted Contract which requires the submission of certified payroll reports, the 

following requirements in this Section VII shall apply: 

A. Each Contractor shall submit through the General Contractor to the Agency by 

noon on each Wednesday a payroll report for the week preceding the previous week on each of 

its employees. Each prime contractor is responsible for the submission of this report by each of 

its subcontractors and for certifying its accuracy. 

B. No monthly progress payments will be processed until Contractor has submitted 

weekly certified payrolls to the Agency for the applicable time period. Certified payrolls shall be 

prepared pursuant to this SBE Policy for the period involved for all employees, including those 

of subcontractors of all tiers, for all labor incorporated into the work. 

C. Contractor shall submit certified payrolls to the Agency electronically via the 

Project Reporting System ("PRS") selected by the Agency, an Internet-based system accessible 

on the World Wide Web through a web browser. The Contractor and each Subcontractor and 

Supplier must register with PRS and be assigned a log-on identification and password to access 

the PRS. 

D. Use of the PRS may require Contractor, Subcontractors and Suppliers to enter 

additional data relating to weekly payroll information including, but not limited to, employee 

identification, labor classification, total hours worked and hours worked on this project, and 

wage and benefit rates paid. Contractor's payroll and accounting software may be capable of 

generating a "comma delimited file" that will interface with the PRS software. 

E. For each Agency-Assisted project, the Agency will provide basic training in the 

use of the PRS at a scheduled training session. Contractor and all Subcontractors and Suppliers 

and/or their designated representatives must attend the PRS training session. 

F. Contractor shall comply with the requirements of this Article VI at no additional 

cost to the Agency or the Owner. 

G. The Agency will not be liable for interest, charges or costs arising out of or 

relating to any delay in making progress payments due to Contractor's failure to make a timely 

and accurate submittal of weekly certified payrolls. 


Version 07-21-09

H. In addition to the above, Contractor shall comply with the requirements of 

California Labor Code Section 1776, or as amended from time to time, regarding the keeping, 

filing and furnishing of certified copies of payroll records of wages paid to its employees and to 

the employees of its Subcontractors of all tiers. 

I. The Contractor shall make the payroll records available to for inspection at all 

reasonable hours at the job site office of Contractor. 

J. Contractor is solely responsible for compliance with Labor Code Section 1776 or 

this SBE Policy. The Agency shall not be liable for Contractor's failure to make timely or 

accurate submittals of certified payrolls. 

VIII. LAND DISPOSITION AGREEMENTS, LEASES, LOAN/GRANT 

AGREEMENTS, OPERATING AGREEMENTS 

A. All Agency-Assisted Contracts, including contracts with both for profit and nonprofit 

developers, shall contain a requirement that the developer and its general contractor and all 

subcontractors (regardless of tier) comply with this SBE Policy. 

IX. AUTHORIZATION 

A. When staff seeks contract authorization staff shall document and report to the 

Executive Director and/or the Commission: 

1. Whether the Contract Compliance Office provided a list of potential SBEs 

to be invited for the scope of work being considered. 

2. Where appropriate, how the potential work was divided into small contracts 

to ensure that the scope of work was not too large for an SBE to bid or submit a proposal 

or how potential SBEs were encouraged to joint venture. 

3. That specific items of the contract that may be performed by SBE 

subcontractors were identified and prospective SBEs were identified for the bidder(s). 

4. On consulting service contracts that are $5,000 or more and construction 

contracts estimated to cost $5,000 or more, that prospective SBEs were invited to a pre-bid 

and/or pre-solicitation meeting for the purpose of answering questions about the process, the 

bonding and insurance requirements, the specifications and other requirements. 

5. All outreach efforts including advertisements or notifications to trade 

associations or other groups that were made as part of attempts to reach potential SBE 

candidates. 

X. APPEALS 

A. Any bidder or proposer wishing to appeal a staff recommendation for awarding a 

contract will be notified of the proposed action and will have an opportunity to be heard by the 

full Commission when the item comes up on the Agenda. 


Version 07-21-09

XI. WAIVER 

A. Any of the SBE requirements may be waived if the Agency determines that a 

specific requirement is not relevant to the particular situation at issue, that SBEs were not 

available, or that SBEs were charging an unreasonable price. All waivers involving Agency 

contracts shall be reported to the Commission. 

XII. SEVERABILITY 

A. The provisions of this SBE Policy are declared to be separate and severable. The 

invalidity or unenforceability of one or more provisions of this SBE Policy shall in no way 

affect the validity of the remainder. 


Version 07-21-09

EXHIBIT I 

SBE CERTIFICATION CRITERIA 

A. The Agency will consider the certifications or denials of the Human Rights 

Commission (HRC) of the City and County of San Francisco and will accept those certifications 

or denials that are consistent with the standards and practices of the Agency. 

B. The Agency shall make efforts to enter into reciprocal agreements with other 

agencies that have similar certification standards and policies. 

C. In order to be certified as an SBE the business must meet all of the requirements 

contained in the SBE Policy, as applicable, and in this SBE Certification Criteria. 

D. In order for a joint venture to be recognized as an SBE, the SBE component must 

have at least a 35% interest in the joint venture.. 

E. The Agency will not recognize a subcontractor as an SBE if it sub-contracts more 

than 50 percent of its subcontract amount to non-SBEs. 

F. A contractor may substitute the amount of a purchase order to a SBE supplier for 

up to 15 percent of the SBE subcontractor goals. In order to be recognized, a supplier must 

perform a commercially useful function in the supply process. However, if the supplier is acting 

as a mere conduit such as a manufacturer's representative or broker then only the amount of the 

commission or three percent (3%), whichever is greater, will be credited towards meeting the 

SBE goals. If none of the work is to be subcontracted, SBE suppliers may be utilized without 

limitation. 

G. If a firm contends that it is an SBE, the owner must submit to the Agency an 

Application for Certification (Small Business Enterprise Affidavit) under penalty of perjury that 

swearing to the truth and accuracy of all statements made and material submitted to the Agency, 

including additional information. If certified by the HRC, a copy of a current HRC certification 

shall be submitted. 

H. An eligible SBE shall be an independent business. In determining whether a 

business is independent, the Agency shall examine the adequacy of the business's resources for 

the scope of work under a proposed contract, its financial independence, the extent of its 

equipment leasing, and its relationships with non-SBEs; whether the firm: 

1. is known in the industry or trade to be operated by a non-SBE; 

2. is operated in tandem with a non-SBE; 

3. has multiple licenses, some of which are affiliated with non-SBEs; 

4. itself owns the equipment or trucks that are to be used on the job; 

Exhibit I 1 Agency Small Business Enterprise Policy 

SBE Certification Criteria Version 07-21-09

5. is listed in the telephone book, preferably in the Yellow Pages under the 

class for which it is seeking Agency recognition; 

6. subcontracts back to, leases from, or is back-contracted or joint venturer(s) 

in an amount unrelated to shared risks and profits. Back contracting includes any agreement or 

other arrangement between a prime contractor and its subcontractor where the prime contractor 

performs or secures the performance of the subcontract in such a fashion and/or under such terms 

and conditions that the prime contractor enjoys the financial benefit of the subcontract. Said 

agreement or other arrangement includes, but is not limited to, situations where either a 

contractor or subcontractor agrees that any term, condition or obligation imposed upon the 

subcontractor by the subcontract shall be performed by or be the responsibility of the prime 

contractor. 

7. Maintains a permanent office separate from that of its sources of vehicles, 

subcontractors, the general contractor or from any joint venturer(s); and 

8. In the case of a supplier, carries the material being supplied as a regular 

part of its inventory. 

I. A SBE firm shall not have any formal or informal restrictions which limit the 

customary discretion of the owner. The owner should have the authority to perform all of the 

below functions: 

1. manage either the marketing or production aspects of the business; 

2. be authorized to sign on all bank accounts, to draw against letters of credit, 

and to secure surety bonds and insurance; and 

3. control the profit sharing, pensions or stock option plans. 

J. In order to be considered a Project Area SBE, the business must meet the 

definition of Project Area Small Business Enterprise in Article III, Definitions. 

K. In order to be considered a San Francisco-based SBE, the business must meet the 

definition of San Francisco-based SBE in Article III, Definitions. 

L. License Qualification Essential: A person that owns or is employed by a non- 

SBE and who is used to qualify a professional business as an SBE does not meet the Agency's 

SBE requirements of having management and control of the business. Likewise, a person that 

owns or is employed by a non-SBE and who is used to qualify a construction business who is not 

the Qualifying Partner, Responsible Managing Employee or Responsible Managing Officer 

cannot meet the Agency's SBE requirements of having management and control of the business. 

An owner who is certified by the Agency for one profession, e.g., electrical engineering, cannot 

attribute that certification to another profession, e.g., mechanical engineering, unless he or she is 

registered for more than one professional license. By extension a certified SBE plumbing 

business must also be certified to perform electrical work to be an eligible SBE electrical 

contractor. For businesses that do not require a license, the managing owner must have training, 

education and work experience in that type of business. 



M. A business requesting to be certified as an SBE shall supply the Agency with all 

such additional information as the Agency may deem relevant in order to make a determination 

of such status. If such information is not supplied within 45 days of it being requested, the 

Agency may consider the Application for certification withdrawn. 

N. A change in ownership of a firm will be carefully scrutinized. The following 

factors shall be considered: 

1. The reason of the timing of the change in ownership of the business 

relative to the time that bids are opened or proposals are considered; 

2. Whether the interest of a non-disadvantaged firm conflicts with the 

ownership and control requirements of this SBE Policy. 

3. Whether an employee-owner who had previous or continuing employeeemployer 

relationship between or among present owners has management responsibilities and 

capabilities. 

O. Grandfather clause: Firms that were currently certified as Disadvantaged 

Minority-owned Business Enterprises (MBE) and Woman-owned Business Enterprises (WBE) 

shall be automatically deemed certified as SBEs on the effective date of this policy so long as 

they continue to meet the economic and other standards for SBEs described in this SBE Policy . 

P. In its sole and absolute discretion, the Agency, in interpreting the provisions of 

this SBE Policy, may rely on the provisions, rules, standards, and other guidance under the 

Disadvantaged Business Enterprise Program of the City and County of San Francisco, S.F. 

Administrative Code Chapter 14A, to the extent that those provisions, rules, standards, and 

guidance are consistent with this SBE Policy. 

Q. The SBE Agreement executed by the developer and/or contractor is the 

implementation document for the SBE Policy. 



1. 

Workers’ Compensation: 

EXHIBIT C 

INSURANCE REQUIREMENTS 

Coverage A. Statutory Benefits 

Coverage B. Employers’ Liability limits of not less than: 

Bodily Injury by accident $1,000,000 each accident 

Bodily Injury by disease $1,000,000 policy limit 

Bodily Injury by disease $1,000,000 each employee 

Coverage must include a waiver of subrogation endorsement in favor of, and naming, “CP 

Development Co., LP, CP/CP Development Co. GP, LLC, and Lennar Corporation, including 

their respective subsidiaries, partners, partnerships, affiliated companies, successors and 

assigns”. 

2. Commercial Auto Coverage: 

Automobile Liability coverage (equivalent in coverage to ISO form CA 00 01) of not less than 

$1,000,000 combined single limit, each accident, covering all owned, hired and non-owned 

autos. If Consultant does not have any Consultant-owned vehicles, a copy of the declaration 

page from the personal auto liability policy of the principal(s) of Consultant will be accepted. 

Hired and non-owned auto coverage for Consultant must be evidenced through a general liability 

policy or auto policy. 

3. Commercial General Liability: 

Commercial General Liability coverage (equivalent in coverage to ISO form CG 00 01) 

of not less than: 

Each Occurrence Limit $1,000,000 

Personal Advertising Injury Limit $1,000,000 

General Aggregate Limit 

$2,000,000 

(other than Products/Completed 

Operations) 

The policy must include: 

(a) Standard ISO CG0001 0196 Contractual Liability coverage, or its 

equivalent, and a Separation of Insureds clause. 

(b) 

Broad Form Property Damage coverage. 

An Additional Insured Endorsement (equivalent to ISO form CG 20 10) naming as additional 

insured: “CP Development Co., LP, CP/CP Development Co. GP, LLC, and Lennar Corporation, 

including their respective subsidiaries, partners, partnerships, affiliated companies, successors 

LEGAL_US_W # 68018960.1 C-1

and assigns, and the Redevelopment Agency of the City and County of San Francisco, the City 

and County of San Francisco and their respective commissioners, members, officers, agents and 

employees”. 

(c) Coverage must be on an “occurrence” form. “Claims Made” and 

“Modified Occurrence” forms are not acceptable. 

4. 

Professional Liability or Errors and Omissions Insurance: 

Professional Liability or Errors and Omissions coverage of not less than 

$1,000,000, or limit carried, whichever is higher, with a deductible or self-insured retention 

amount not greater than $50,000. Such insurance shall include prior acts coverage sufficient to 

cover the services under this Agreement and Contractual Liability to cover liability assumed 

under this Agreement, to the extent insurable under such Professional Liability Insurance. Such 

insurance is to be maintained during the term of this Agreement and for a period of ten years 

after final payment. If the Work to be performed is on an attached community, there shall be no 

exclusion for attached or condominium projects. 

5. Other Requirements: 

(a) All policies must afford an unqualified thirty (30) days notice of 

cancellation to the additional insured(s) in the event of cancellation or non-renewal, and ten (10) 

days notice of cancellation for non-payment of premium. 

(b) All policies must be written by insurance companies whose rating 

in the most recent Best’s Rating Guide, is not less than A (-):VII. Contractor reserves the right to 

accept coverages provided via a state fund. All coverage forms must be acceptable to Owner. 

Consultant agrees to provide a full certified copy of any policy maintained by Consultant to 

Owner upon Owner’s request therefor. 

(c) Certificates of Insurance with the required endorsements 

evidencing the required coverages must be delivered to Owner prior to commencement of any 

work under this Subcontract. Such certificates of insurance shall state “All Operations” of 

Consultant performed on behalf of Owner shall be covered by such insurance. The wording 

“Endeavor” and ... “but failure to mail such notice shall impose no obligation or liability of any 

kind upon the company” must be deleted from the certificate. If your carrier or broker will not 

remove such language from the certificate, a separate endorsement requiring 30-day notice of 

cancellation will be required. 

(d) If Consultant fails to secure and maintain the required insurance, 

Owner shall have the right (without any obligation to do so, however) to secure same in the name 

and for the account of Consultant in which event Consultant shall pay the costs thereof and 

furnish upon demand all information that may be required in connection therewith. 

(e) Owner reserves the right, but shall have no obligation, to procure 

the insurance, or any portion thereof, for which Consultant is herein responsible and which is 

described in this section. Owner shall notify Consultant if Owner exercises its right, whereupon 

Consultant’s responsibility to carry such insurance shall cease and all the premiums and other 

LEGAL_US_W # 68018960.1 C-2

charges associated with such insurance shall be refunded to Owner. Owner further reserves the 

right at any time, with thirty (30) days written notice to Consultant, to require that Consultant 

resume the procurement and maintenance of any insurance for which Owner has elected to 

procure pursuant to this subsection; in such event, the sums paid to Consultant by Owner shall 

increase to the extent of any previously agreed and implemented reduction (as noted above) 

attributable to Owner’s prior assumption of the particular insurance coverages. Such refund shall 

be equitably pro-rated based upon Consultant’s completed work at the time of such adjustment. 

(f) Owner reserves the right, in its sole discretion, to require higher 

limits of liability coverage if, in Owner’s opinion, operations by or on behalf of Consultant 

create higher than normal hazards, and, to require Consultant to name additional parties in 

interest to be Additional Insureds, and included in any required Waiver of Subrogation, Notice of 

Cancellation, or other endorsement. 

(g) In the event that rental of equipment is undertaken to complete 

and/or perform the work, Consultant agrees that it shall be solely responsible for such rental 

equipment. Such responsibility shall include, but not be limited to, theft, fire, vandalism and use, 

including use by unauthorized persons. 

(h) Nothing in this Exhibit shall reduce Consultant’s obligations under 

this Agreement. Consultant’s procurement and/or maintenance of insurance shall not be 

construed as a limitation of liability or as full performance of the indemnification and hold 

harmless provisions of this Agreement. 

(i) In the event that materials or any other type of personal property 

(“personal property”) is acquired for the Project or delivered to the Project site, Consultant 

agrees that it shall be solely responsible for such property until it becomes a fixture on the 

Project, or otherwise is installed and incorporated as a final part of the Project. Such 

responsibility shall include, but not be limited to, theft, fire, vandalism, and use, including use by 

unauthorized persons. 

(j) Property Waiver of Subrogation. Consultant hereby waives all 

rights of recovery against CP Development Co., LP, CP/CP Development Co. GP, LLC, and 

Lennar Corporation, including their respective subsidiaries, partners, partnerships, affiliated 

companies, successors and assigns with respect to any loss or damage, including consequential 

loss or damage, to Consultant’s property caused or occasioned by any peril or perils covered 

under any policy or policies of property insurance carried by Consultant. Consultant shall cause 

its insurance carriers to consent to such waiver of subrogation. 

6. 

Changes and Modifications: 

Any modification or waiver of the insurance requirements to this Agreement, or 

in any addendum hereto, may only be made with the prior written consent of Owner. 

forwarded to: 

7. Notices: 

All Certificates of Insurance and required endorsements must be addressed and 

LEGAL_US_W # 68018960.1 C-3

Lennar Corporation 

Insurance Compliance 

PO Box 12010-LC 

Hemet, CA 92546-8010 

Phone: 951.766.2274 

LEGAL_US_W # 68018960.1 C-4

LEGAL_US_W # 68018960.1 C-5

DISPOSITION AND DEVELOPMENT AGREEMENT 

(CANDLESTICK POINT AND PHASE 2 OF THE HUNTERS POINT SHIPYARD) 

LEGAL_US_W # 66059889.1 

DESIGN REVIEW AND DOCUMENT APPROVAL PROCEDURE

TABLE OF CONTENTS 

I. 

Page 

INTRODUCTION ............................................................................................................. 1 

A. DEFINITIONS....................................................................................................... 1 

B. REVIEW PROCESS.............................................................................................. 3 

1. Priority Project........................................................................................... 3 

2. Developer, Agency and City Roles in the DRDAP Process...................... 3 

3. Arts Commission Design Review.............................................................. 4 

4. Planning Department and Planning Commission Review......................... 4 

5. CAC and PAC Comment on Document Submittals .................................. 5 

6. Subdivision Map Review........................................................................... 5 

7. Temporary and Interim Uses ..................................................................... 5 

8. Schedule of Performance ........................................................................... 5 

9. Deviations from Redevelopment Requirements and Previous 

Approvals................................................................................................... 6 

10. Consistency with Redevelopment Requirements and Previous 

Approvals................................................................................................... 6 

11. Other Governmental Entity Approvals ...................................................... 7 

II. SUMMATION OF DOCUMENT SUBMITTALS........................................................... 7 

III. STREETSCAPE AND SIGNAGE PLAN APPROVALS ................................................ 7 

IV. MAJOR PHASE APPROVALS........................................................................................ 9 

A. APPLICATION PROCESS................................................................................... 9 

1. Pre-Submission Conference....................................................................... 9 

2. Submission................................................................................................. 9 

B. REVIEW BY THE AGENCY AND CITY AGENCIES .................................... 10 

1. Agency Review - Initial........................................................................... 10 

2. City Agency Review - Complete Major Phase Application .................... 10 

3. Agency Review - Complete Major Phase Application............................ 10 

4. Agency Review - Approval Standard ...................................................... 11 

5. Amendments to Major Phase Approvals ................................................. 12 

V. SUB-PHASE APPROVALS ........................................................................................... 12 

A. APPLICATION PROCESS................................................................................. 12 

1. Pre-Submission Conference..................................................................... 12 

LEGAL_US_W # 66059889.1 -i-


(continued) 

2. 

Page 

Submission............................................................................................... 13 

B. REVIEW BY THE AGENCY AND CITY AGENCIES .................................... 13 


2. City Agency Review - Complete Sub-Phase Application ....................... 13 

3. Agency Review - Complete Sub-Phase Application ............................... 13 


5. Amendments to Sub-Phase Approvals..................................................... 15 

VI. CLOSE OF ESCROW ..................................................................................................... 15 

VII. VERTICAL APPROVALS ............................................................................................. 15 

A. APPLICATION PROCESS................................................................................. 16 

1. Pre-Submission Conference..................................................................... 16 

2. Submission............................................................................................... 17 

B. REVIEW OF SCHEMATIC DESIGN DOCUMENTS ...................................... 17 


2. City Agency Review - Complete Schematic Design Documents 

Application............................................................................................... 17 

3. Agency Review - Complete Schematic Design Documents 

Application............................................................................................... 18 


5. Amendments to Schematic Design Documents Approvals ..................... 19 

C. REVIEW OF DESIGN DEVELOPMENT.......................................................... 19 


2. City Agency Review - Complete Design Development Application ...... 20 

3. Agency Review - Complete Design Development Application .............. 20 


5. Amendments to Design Development Documents Approvals ................ 21 

D. REVIEW OF CONSTRUCTION DOCUMENTS .............................................. 21 

1. DBI Review – Initial................................................................................ 22 


3. City Agency Review - Complete Construction Documents 

Application............................................................................................... 22 

LEGAL_US_W # 66059889.1 -ii-


(continued) 

4. 

Page 

Agency Review - Complete Construction Documents Application ........ 22 


6. Amendments to Construction Documents Approvals.............................. 23 

7. Processing Alternative for Construction Documents............................... 24 

VIII. PARKS & OPEN SPACE AND RELATED IMPROVEMENTS .................................. 24 

IX. OTHER CITY PERMITS................................................................................................ 24 

A. COMPLIANCE WITH OTHER LAWS ............................................................. 24 

B. AGENCY REVIEW OF CITY PERMITS.......................................................... 24 

C. SITE PERMITS ................................................................................................... 24 

X. GOVERNMENT REQUIRED PROVISIONS, CHANGES........................................... 25 

LEGAL_US_W # 66059889.1 -iii-

LIST OF EXHIBITS 

Exhibit E-A. Documents to be Submitted for Major Phase Applications, Sub-Phase 

Applications and Vertical Applications 

Exhibit E-B. Documents to be Submitted for Streetscape Plans and Signage Plans 

Exhibit E-C. Submittal Schedule for Open Space Design Documents – Stadium & Non- 

Stadium Alternatives 

LEGAL_US_W # 66059889.1 -iv-

DISPOSITION AND DEVELOPMENT AGREEMENT 

(CANDLESTICK POINT AND PHASE 2 OF THE HUNTERS POINT SHIPYARD ) 

DESIGN REVIEW AND DOCUMENT APPROVAL PROCEDURE 

This DRDAP implements and is part of the DDA. As used herein, the capitalized terms 

defined in Section I.A have the meanings ascribed to them in Section I.A. Capitalized terms 

used but not otherwise defined in this DRDAP shall have the meanings for such terms set forth 

in the DDA. 

I. INTRODUCTION 

This DRDAP sets forth the procedures for reviewing the designs, plans and specifications 

for Infrastructure and Vertical Improvements in the Project Site. The Agency shall review such 

designs, plans and specifications to ensure that they conform to and are consistent with the 

Redevelopment Requirements. 

A. DEFINITIONS 

“Alice Griffith DDA” is defined in the Below-Market Rate Housing Plan. 

“Applicable City Regulations” is defined in the DDA, which definition is, as of the 

Reference Date, “is defined in the applicable Redevelopment Plan.” 

“Application” means, individually or collectively as the context requires, a Major Phase 

Application, Sub-Phase Application or Vertical Application. 

“Artist Relocation Plan” is defined in the Community Benefits Plan. 

“Charter” means the charter of the City. 

“Complete Application” means, with respect to an Application, the submission of all 

documents and materials in such detail as is required under the DDA and this DRDAP for such 

Application. 

“Construction Documents” is defined in Section VII.D. 

“Construction Documents Application” means an application for Approval of the 

Construction Documents submitted in accordance with this DRDAP. 

“DBI” means the City’s Department of Building Inspection, or any successor public 

agency designated by or under law. 

“DDA” is defined in that certain Disposition and Development Agreement (Candlestick 

Point and Phase 2 of the Hunters Point Shipyard) to which this DRDAP is attached. 

“Design Development Documents” is defined in Section VII.C. 

LEGAL_US_W # 66059889.1 E-1

“Design Development Documents Application” means an application for Approval of 

the Design Development Documents submitted in accordance with this DRDAP. 

“Design Document” means, individually or collectively as the context requires, 

Schematic Design Documents, Design Development Documents and/or Construction 

Documents. 

“Director of Public Works” means the Director of the Department of Public Works, or 

his or her designee. 

“Interagency Cooperation Agreement” is defined in the DDA, which definition is, as 

of the Reference Date, “means that certain Interagency Cooperation Agreement (Candlestick 

Point and Phase 2 of the Hunters Point Shipyard) entered into in connection with the Project 

between the Agency and the City and attached hereto as Attachment 1, as amended from time to 

time.” 

“Planning Department” means the Planning Department of the City, or any successor 

public agency designated by or under law. 

“Planning Commission” means the Commission of the Planning Department, or any 

successor governing body of the Planning Department designated by or under law. 

“Redevelopment Documents” is defined in the DDA, which definition is, as of the 

Reference Date, “means: (i) with respect to the Shipyard Site: (a) the Shipyard Redevelopment 

Plan; (b) the Shipyard Design for Development; and (c) the Shipyard Plan Documents and 

(ii) with respect to the Candlestick Site: (a) the BVHP Redevelopment Plan; (b) the Candlestick 

Design for Development; and (c) the BVHP Plan Documents.” 

“Redevelopment Requirements” is defined in the DDA, which definition is, as of the 

Reference Date, “means (i) the applicable Redevelopment Documents, (ii) this DDA, 

(iii) documents Approved under the DRDAP and (iv) applicable provisions of the CCRL.” 

“Schematic Design Documents” is defined in Section VII.B. 

“Schematic Design Documents Application” means an application for Approval of the 

Schematic Design Documents submitted in accordance with this DRDAP. 

“Site Permit” means a permit required to be issued by DBI pursuant to the Applicable 

City Regulations before construction of a particular Improvement. 

“Vertical Application” means, individually or collectively as the context requires, the 

Schematic Design Documents Application, Design Development Application, or Construction 

Documents Application applicable to a Vertical Project. 

“Vertical Approval” means that the Schematic Design Documents Application, Design 

Development Application, or Construction Documents Application applicable to a Vertical 

Project have each been Approved in accordance with the terms of this DRDAP, as the same may 

be amended from time to time in accordance with the terms of this DRDAP. 

LEGAL_US_W # 66059889.1 E-2

B. REVIEW PROCESS 

1. Priority Project 

The development of the Project is a priority to the City and the Agency. Accordingly, the 

Agency shall review all Applications as expeditiously as reasonably possible and use 

commercially reasonable efforts to enforce the applicable provisions of the Interagency 

Cooperation Agreement and the Planning Cooperation Agreement in accordance with their 

respective terms. In addition, the Agency shall provide Developer and Vertical Developers with 

multiple opportunities to meet and confer with Agency staff before Applications are due. 

2. Developer, Agency and City Roles in the DRDAP Process 

To the extent required under the DDA, Developer and shall submit all Major Phase 

Applications and Sub-Phase Applications, and Vertical Developers shall submit all Vertical 

Applications, to the Agency as set forth in this DRDAP. The Agency shall review all 

Applications and submittals for completeness and consistency with the Redevelopment 

Requirements as set forth in this DRDAP. The Agency shall submit Complete Major Phase 

Applications, Complete Sub-Phase Applications, and Complete Vertical Applications to 

applicable City Agencies for review and comment. The City Agencies will review submittals 

made to them pursuant to this DRDAP for consistency with the Applicable City Regulations, and 

shall provide any comments on all Applications within the time required by the Interagency 

Cooperation Agreement. A City Agency’s failure to review and comment on submittals within 

the time frames set forth in this DRDAP shall not, by itself, be the basis for Excusable Delay. 

But such a failure that (i) results in a delay of an Agency action beyond the time frame permitted 

for the Agency action under this DRDAP, or (ii) results in a delay of a City action beyond the 

permitted time set forth in the Interagency Cooperation Agreement when the City is issuing a 

final Approval (i.e., when there is no subsequent Agency action on such matter), shall be the 

basis for Excusable Delay. 

The Parties understand and agree that the Applications will include copious and detailed 

information, and the turnaround time for Agency and City staff will depend in part upon the 

amount of new information included in an Application that has not yet been seen by the Agency 

and the City at the time of Application submittal and the quality of the submittal. Accordingly, 

Developer or Vertical Developer, as applicable, shall submit information and materials, and 

schedule meetings with the Agency staff, for consultation and input in the formulation of 

Application materials in advance of the required submission of Applications as set forth below. 

The Agency shall make staff available for such requested meetings and consultation. The Parties 

understand and agree that input of the Agency staff throughout the design and development 

process will likely result in an expedited approval process and increased efficiencies. 

Whenever Approval or any other action is required by the Agency Commission, the 

Agency Director shall upon the request of Developer or a Vertical Developer, following the 

periods to meet and confer and to provide final comments described in this DRDAP, submit such 

matter to the Agency Commission at the next regularly-scheduled meeting of the Agency 

Commission for which an agenda has not yet been finalized and for which the Agency can 

prepare and submit a staff report in keeping with Agency standard practices. 

LEGAL_US_W # 66059889.1 E-3

With regard to any public hearings and presentations relating to the Project, Developer 

and Vertical Developers shall cooperate with, prepare materials for, and participate in 

presentations to the Agency Commission, the Arts Commission and to the CAC or the PAC, as 

applicable. 

3. Arts Commission Design Review 

Although the Agency has general land use authority over the entire Project Site, 

Developer shall submit certain Design Documents to the Arts Commission for review and 

comment as and to the extent required by Charter section 5.103 (for property owned by the City). 

Such review will be in accordance with the Civic Design Review Guidelines adopted by the Arts 

Commission. Developer and Vertical Developer, as applicable, shall meet and confer with 

Agency staff on all submissions to the Arts Commission before making each such submission to 

the Arts Commission, and shall seek design comments from the Arts Commission not less than 

ninety (90) days before submittal of the applicable Design Documents to the Agency. Developer 

and Vertical Developers, as applicable, and the Agency shall encourage the Arts Commission to 

process design comment requests referred to it by Developer or Vertical Developer 

expeditiously. Failure of the Arts Commission to complete its comments within a specified time 

period shall not waive the obligation to obtain design comments and approval from the Arts 

Commission before the Agency acts on an Application that is subject to review by the Arts 

Commission; provided however, failure to receive comments from Arts Commission staff within 

ninety (90) days following submittal shall be a basis for Excusable Delay. The Parties 

acknowledge that, in any case, the Arts Commission may for any reason require hearings on 

Developer’s Streetscape Plan and Design Documents for Improvements to be dedicated to the 

City, and it shall be Developer’s (or the applicable Vertical Developer’s) responsibility to factor 

in ninety (90) days for the Art Commission review and approval process in satisfying the Outside 

Dates set forth in the Schedule of Performance. The Agency agrees to work with the Arts 

Commission to develop a standard procedure and timeline for securing design comments from 

the Arts Commission on the Streetscape Plan and the Design Documents described in this 

Section I.B.3. 

4. Planning Department and Planning Commission Review 

The Planning Department shall provide staff to assist the Agency with design review of 

Major Phase Applications and Schematic Design Documents Applications and provide to the 

Agency timely comments to such submittals in accordance with the Planning Cooperation 

Agreement. The Agency shall deliver to the Planning Department each Major Phase Application 

and Schematic Design Documents Application within three (3) days after the Agency determines 

that the Application is a Complete Application. As set forth in the Planning Cooperation 

Agreement, the Planning Commission shall review and Approve the design of specific office 

developments on Commercial Lots containing office development that is subject to Planning 

Code sections 320-325 pursuant to the Redevelopment Plans. The Agency, Developer and 

Vertical Developers, as applicable, shall work collaboratively with the Planning Department to 

ensure that design issues are discussed as early in the review process as possible and that the 

Agency and the Planning Commission act consistently with respect to the design of specific 

office developments on the Commercial Lots. 

LEGAL_US_W # 66059889.1 E-4

5. CAC and PAC Comment on Document Submittals 

At the direction of the Agency Director, Developer and Vertical Developers, as 

applicable, shall provide the CAC or the PAC or their respective designee(s), as applicable, with 

updates on the document submittal review process set forth in this DRDAP and shall submit the 

following for review and consideration by the CAC or the PAC before any action is taken by the 

Agency Director or the Agency Commission: (i) the Streetscape and Signage Plans, 

(ii) Complete Major Phase Applications and (iii) Complete Schematic Design Documents 

Applications for Vertical Improvements and for Open Space Lots. Developer and Vertical 

Developers, as applicable, shall provide the CAC and the PAC, as applicable, with a summary 

description of such document submittals and such number of copy sets of such Applications as 

are reasonably requested by the Agency. 

6. Subdivision Map Review 

The review and Approval of Applications pursuant to this DRDAP are in addition to and 

do not waive the requirements for approval of Tentative and Final Vesting Transfer Maps, 

Tentative and Final Vesting Subdivision Maps, Tentative and Final Subdivision Maps, and 

Parcel Maps by the City under the Subdivision Map Act, any of its implementing regulations and 

the CP/HPS Subdivision Code. The City’s consideration and Approval or disapproval of 

Developer’s applications for such maps shall be done in accordance with the procedures set forth 

in the Interagency Cooperation Agreement and the Planning Cooperation Agreement. 

Developer, on behalf of the Agency, may submit a request for Approval of and, if 

Approved, may record a Final Transfer Map or a Final Vesting Transfer Map before a Major 

Phase Approval is given by the Agency Commission. Developer, on behalf of the Agency or 

itself, may submit an application for a Tentative Subdivision Map or a Vesting Tentative 

Subdivision Map relating to the initial Sub-Phase within a Major Phase at the same time it 

submits the Sub-Phase Application and before a Major Phase Approval, but the Department of 

Public Work’s time for determining that such map application is complete and the Agency’s time 

for reviewing and for providing comments and acting on the application shall not commence 

until there has been a Major Phase Approval given for the property located within such map. 

7. Temporary and Interim Uses 

The Agency staff shall review applications for temporary and interim uses as set forth in 

the applicable Redevelopment Plan. 

8. Schedule of Performance 

In meeting its obligations under the Schedule of Performance, Developer shall take into 

account the process and timing of submittals to the City Agencies, the CAC and the PAC, the 

Agency Commission, and other Governmental Entities, consistent with this DRDAP and the 

Interagency Cooperation Agreement. The Agency may agree to an extension as part of any 

Approval or as a separate action. 

LEGAL_US_W # 66059889.1 E-5

9. Deviations from Redevelopment Requirements and Previous 

Approvals 

In connection with any Major Phase Application, Sub-Phase Application, or Vertical 

Application, Developer or Vertical Developer may request a variance from the applicable 

Redevelopment Requirements. In connection with any Major Phase Application or Sub-Phase 

Application, Developer may request a deviation from the applicable Redevelopment 

Requirements, including any Approval previously given under this DRDAP. 

A request for a variance pursuant to the Redevelopment Plans or the Design for 

Development shall be reviewed and considered by the Agency pursuant to the standards and 

requirements of the applicable Redevelopment Plan or Design for Development. Developer or 

Vertical Developer shall include in any Application a clear statement of any proposed variance, 

including a statement to indicate that the Application includes a proposed variance and a 

statement of the reasons for the requested variance. 

Non-material deviations (as reasonably determined by the Agency Director) from the 

applicable Redevelopment Requirements, including from any Approval previously given under 

this DRDAP, may be given by the Agency Director in his reasonable discretion. Material 

deviations from the Redevelopment Requirements, including from any Approval previously 

given under this DRDAP, may be Approved by either the Agency Director or the Agency 

Commission, as appropriate, in accordance with the procedures and Approval standards 

associated with the original Redevelopment Requirement or prior Approval from which the 

deviation is sought. 

Developer shall include in any Application a clear statement of any proposed deviation 

from the Redevelopment Requirements, including from any applicable prior Approval, including 

a statement to indicate that the Application includes a proposed deviation request and a statement 

of the reasons for the requested deviation. Developer and Vertical Developers shall allow 

sixty (60) days of added time for review and consideration of the proposed deviation by the 

Agency Commission, the CAC or the PAC, and the City Agencies, and such added time shall not 

be Excusable Delay; provided, it shall be reasonable for the Agency to deny the requested 

deviation if the Agency reasonably determines that, based upon the scope and substance of the 

proposed deviation, sixty (60) days is not sufficient time for review and consideration and the 

Developer does not agree to extend the review and action time as requested by the Agency. 

10. Consistency with Redevelopment Requirements and Previous 

Approvals 

Unless otherwise Approved by Developer or Vertical Developer, as applicable, in their 

respective sole and absolute discretion, and subject to the provisions of the DDA, Interagency 

Cooperation Agreement, Planning Cooperation Agreement, Redevelopment Plans, and other 

Plan Documents, the Agency will not disapprove any Major Phase Application, Sub-Phase 

Application, or Vertical Application on the basis of any element that conforms to and is 

consistent with the Redevelopment Requirements and prior applicable Approvals by the Agency. 

LEGAL_US_W # 66059889.1 E-6

11. Other Governmental Entity Approvals 

Nothing contained in this DRDAP is intended to eliminate or alter the process or 

approval requirements set forth under applicable provisions of State or federal law or the 

regulations of other Governmental Entities, as applicable, with respect to any development at the 

Project Site. The Parties acknowledge and agree that (i) as set forth in the Interagency 

Cooperation Agreement, the Agency’s Approval of certain modifications to the Infrastructure 

Plan, the Parks and Open Space Plan, this DRDAP, the Mitigation Measures and the Below- 

Market Rate Housing Plan are subject to the review and Approval of the City in accordance with 

the standards set forth in the Interagency Cooperation Agreement and (ii) as set forth in the Tax 

Allocation Agreement, the Agency’s Approval of certain modifications to the Infrastructure Plan 

and the Below-Market Rate Housing Plan are subject to the review and Approval of the City in 

accordance with the standards set forth in the Tax Allocation Agreement. 

II. SUMMATION OF DOCUMENT SUBMITTALS 

Submissions shall consist of the following components or stages, the requirements for 

which are set forth below: 

1. Streetscape Plan; 

2. Signage Plan; 

3. Major Phase Applications; 

4. Sub-Phase Applications; and 

5. Vertical Applications, which shall be submitted in three stages: 

Schematic Design Documents Applications; 

Design Development Documents Applications; and 

Construction Documents Applications. 

III. STREETSCAPE AND SIGNAGE PLAN APPROVALS 

The Streetscape Plan, as described in Exhibit E-B to this DRDAP, consisting of two 

separate streetscape plans – one for the Shipyard Site and one for the Candlestick Site – shall be 

submitted to the Agency not less than ninety (90) days before the submittal of the first Major 

Phase Application (the “Streetscape Submittal Date”). Alternatively, Developer may elect to 

submit the Streetscape Plan after the Streetscape Submittal Date but in no event later than the 

date of submittal of its first Major Phase Application, in which case the Agency’s time for 

determination that such Major Phase Application is a Complete Application shall be 

automatically extended by the number of days from the Streetscape Submittal Date to the date 

that Developer submits the Streetscape Plan. 

LEGAL_US_W # 66059889.1 E-7

The Parties intend that the Streetscape Plan will relate to the Shipyard Site and the 

Candlestick Site, respectively, and create integration and conformity of the streetscapes as 

described in the Streetscape Plan. 

Not less than thirty (30) days before submitting a Streetscape Plan, Developer shall 

submit to the Agency Director preliminary maps, plans, and material cut sheets of the type listed 

in Exhibit E-B. Not less than twenty (20) days before submitting a Streetscape Plan, Developer 

and the Agency staff shall hold at least one pre-submission conference at a mutually agreeable 

time, with appropriate City Agencies. Developer may submit information and materials 

iteratively, and Developer and the Agency may agree to hold such additional meetings and 

conferences as they may deem useful or appropriate. If Developer fails to submit such 

preliminary documents or to schedule such pre-submission conference before submitting a 

Streetscape Plan as specified above, then such failure shall not, by itself, constitute an Event of 

Default and instead the Agency’s time for review of the Streetscape Plan shall be extended by 

thirty (30) days. 

The Signage Plan, as described in Exhibit E-B, consisting of two separate signage plans – 

one for the Shipyard Site and one for the Candlestick Site – shall be submitted to the Agency not 

less than ninety (90) days before the submittal of the first Sub-Phase Application (the “Signage 

Submittal Date”). Alternatively, Developer may elect to submit the Signage Plan after the 

Signage Submittal Date but in no event later than the date of submittal of the first Sub-Phase 

Application, in which case the Agency’s time for determination that such Sub-Phase Application 

is a Complete Application shall be automatically extended by the number of days from the 

Signage Submittal Date to the date that Developer submits the Signage Plan. 

The Parties intend that the Signage Plan will relate to the Shipyard Site and the 

Candlestick Site, respectively, and create integration and conformity of the building signage as 

described in the Signage Plan. 

The Agency Commission shall review and Approve or disapprove the Streetscape Plan 

and the Signage Plan after consultation with the CAC or the PAC as applicable. The Agency 

staff shall complete its review and consideration on the Streetscape Plan and the Signage Plan 

within ninety (90) days after Developer’s submittal of such Streetscape Plan and Signage Plan. 

The Agency staff may propose changes to the Streetscape Plan and the Signage Plan that do not 

conflict with the Redevelopment Requirements. If the Agency staff proposes any such changes, 

then the Agency and Developer shall promptly meet and confer in good faith for a period of not 

more than forty-five (45) days, as such period may be extended by mutual agreement, to reach 

agreement on any such changes proposed by the Agency; provided such meet and confer period 

shall run concurrently with, and shall not extend, the ninety (90) day period specified above 

unless agreed to by Developer and Agency staff. 

Developer shall have the right at any time after the ninety (90) day period specified above 

has run to require that the Agency Director submit the Streetscape Plan or the Signage Plan, as 

applicable, to the PAC or the CAC, as applicable, and then to the Agency Commission for 

review and consideration, with or without Agency staff recommendation. The Streetscape Plan 

must be Approved by the Agency Commission on or before the first Major Phase Approval, and 

LEGAL_US_W # 66059889.1 E-8

the Signage Plan must be Approved by the Agency Commission on or before the first Sub-Phase 

Approval. 

IV. MAJOR PHASE APPROVALS 

Developer shall submit, and the Agency Commission shall review and Approve or 

disapprove, Major Phase Applications as set forth in the DDA and this Section IV. The purpose 

of a Major Phase Approval is for the Agency to confirm that the Major Phase Application 

conforms to and is consistent with the applicable Redevelopment Requirements, and for 

Developer to obtain Approval by the Agency of the additional detailed information included in a 

Major Phase Application that has not been previously reviewed or Approved by the Agency, 

before Developer may proceed with development within that Major Phase. 

A. APPLICATION PROCESS 

1. Pre-Submission Conference 

Not less than thirty (30) days before submitting a Major Phase Application, Developer 

shall submit to the Agency Director preliminary maps, plans, and design sketches of the type 

listed for Major Phase Applications in Exhibit E-A, and any other data as Developer shall so 

desire concerning the Major Phase. Not less than twenty (20) days before submitting a Major 

Phase Application, Developer and the Agency staff shall hold at least one pre-submission 

conference at a mutually agreeable time. Developer may submit information and materials 

iteratively, and Developer and the Agency may agree to hold such additional meetings and 

conferences as they may deem useful or appropriate. If Developer fails to submit such 

preliminary documents or to schedule such pre-submission conference before submitting a Major 

Phase Application as specified above, then such failure shall not, by itself, constitute an Event of 

Default and instead the Agency’s time for review of the Application in order to determine that 

such Application is a Complete Application shall be extended by thirty (30) days. Any such 

extension shall not be the basis for Excusable Delay. 

2. Submission 

Subject to the terms of the DDA, Developer shall submit each Complete Major Phase 

Application to the Agency on or before the Outside Date for such Major Phase Application. 

Unless otherwise Approved by Developer and the Agency Director, all Major Phase 

Applications shall include all of the documents and materials described for Major Phase 

Applications in Exhibit E-A. 

In addition, unless otherwise Approved by Developer and the Agency Director: (a) the 

Major Phase Application for the Initial Major Phase shall include the proposed Artist Relocation 

Plan; and (b) the Major Phase Application for Major Phase 2 in the Stadium Alternative and 

Major Phase 3 in the Non-Stadium Alternative shall include Developer’s preferred tower 

placement on the Candlestick Site among the alternatives included in the Candlestick Design for 

Development, and (c) the Major Phase Application for Major Phase 2 in the Stadium and Non- 

Stadium Alternatives shall include materials and submittals relating to the potential preservation 

of the Historic Structures in accordance with section 18.2 of the DDA. 

LEGAL_US_W # 66059889.1 E-9

B. REVIEW BY THE AGENCY AND CITY AGENCIES 

1. Agency Review - Initial 

The Agency staff shall review as expeditiously as reasonably possible each Major Phase 

Application that is submitted for conformance with the requirements of the DDA, including this 

DRDAP. Within fifteen (15) days following receipt of a Major Phase Application, the Agency 

staff shall notify Developer of any deficiencies and make any requests for additional information 

or materials that are reasonably necessary in order to process the Major Phase Application under 

this DRDAP and are consistent with the type of documents listed in Exhibit E-A for Major Phase 

Applications. Developer shall promptly correct any such deficiencies and provide any such 

requested information and materials. The Agency Director shall make a determination of 

whether a Major Phase Application is a Complete Application no later than twenty (20) days 

following receipt of such Major Phase Application or, if applicable, no later than 

fifteen (15) days following receipt of any additional information and materials requested under 

this Section IV.B.1, and notify Developer of the same. A Major Phase Application shall not be 

deemed a Complete Application for purposes of the review periods set forth below until the 

Agency Director notifies Developer that it is a Complete Application, and the review periods 

shall commence on the date of such notification. 

2. City Agency Review - Complete Major Phase Application 

Within three (3) days of the Agency’s determination that a Major Phase Application is a 

Complete Application, the Agency staff shall submit such Complete Major Phase Application, or 

applicable portions thereof, to applicable City Agencies. The City Agencies will review 

submittals made to them for consistency with the Applicable City Regulations. Each City 

Agency will provide any comments on the submittal to the Agency within thirty (30) days from 

the City Agency’s receipt of the submittal, subject to any longer period set forth in the 

Interagency Cooperation Agreement or the Planning Cooperation Agreement if applicable. 

Consistent with the Agency’s responsibilities under the Interagency Cooperation Agreement and 

the Planning Cooperation Agreement, the Agency shall use commercially reasonable efforts to 

cause each applicable City Agency to complete its review of each Complete Major Phase 

Application, or applicable portions thereof, within such time. 

3. Agency Review - Complete Major Phase Application 

The Agency staff shall review as expeditiously as reasonably possible each Complete 

Major Phase Application and shall notify Developer of the Agency staff’s comments and 

comments by applicable City Agencies and other Governmental Entities and community 

organizations consulted by the Agency. The Agency staff shall provide final comments on each 

Complete Major Phase Application within eighty (80) days following the Agency’s 

determination that the Major Phase Application is a Complete Application. 

The Agency staff may propose changes to the Complete Major Phase Application that do 

not conflict with the Redevelopment Requirements. If the Agency proposes any such changes, 



LEGAL_US_W # 66059889.1 E-10


shall run concurrently with, and shall not extend, the eighty (80) day period specified above 

unless agreed to by Developer and Agency staff. 

Developer shall have the right at any time after the eighty (80) day period above has run 

to require that the Agency Director submit the Complete Major Phase Application to the PAC or 

the CAC, as applicable, and then to the Agency Commission for review and consideration, with 

or without Agency staff recommendation. 

At the close of the periods described above in this Section IV.B.3, the Agency Director 

shall submit the Complete Major Phase Application to the CAC or the PAC, as applicable, and 

then to the Agency Commission for review and consideration at the next regularly-scheduled 

meeting of the Agency Commission for which an agenda has not yet been finalized and for 

which the Agency can prepare and submit a staff report in keeping with standard practices of the 

Agency. The Agency Commission shall take action on each Complete Major Phase Application 

in accordance with the standards in Section IV.B.4 within thirty (30) days after such Complete 

Major Phase Application is introduced at a public meeting of the Agency Commission for 

review and consideration, unless Developer in its sole discretion Approves an extension of such 

period. Failure of the Agency Director to submit the Complete Major Phase Application to the 

CAC or the PAC, as applicable, and then to Agency Commission, and the failure of the Agency 

Commission to act, within the time frames specified above shall each be a basis for Excusable 

Delay. 

4. Agency Review - Approval Standard 

All Major Phase Applications shall be reviewed and considered by the Agency 

Commission, and shall be Approved by the Agency Commission, in its reasonable discretion, if 

and to the extent the Major Phase Application (i) conforms to and is consistent with the 

applicable Redevelopment Requirements and, if applicable, the Land Acquisition Agreements 

and the Alice Griffith DDA and (ii) as to matters or details that are beyond the scope of the 

foregoing, is reasonably acceptable to the Agency Commission. 

If a Major Phase Application is disapproved by the Agency Commission, then the 

Agency Commissioners shall, at the public hearing during which the Major Phase Application is 

being considered, state the basis for the disapproval, which basis shall be summarized in writing 

by the Agency Director, to the best of his or her knowledge, after the hearing and delivered to 

Developer. Following any disapproval of a Major Phase Application, Developer may within 

ninety (90) days following receipt by Developer of such summary (subject to such extensions as 

may be Approved by the Agency Director) make changes to and resubmit the Major Phase 

Application. Promptly following the Agency Director’s receipt of a revised Complete Major 

Phase Application, the Agency Director shall submit such revised Complete Major Phase 

Application in accordance with the procedure set forth in this Section IV.B. The Schedule of 

Performance shall be automatically extended, if necessary, to allow for the foregoing procedure; 

provided, however, that the Schedule of Performance shall not be so extended for more than one 

revised Complete Major Phase Application for each Major Phase without the Approval of the 

Agency Director. 

LEGAL_US_W # 66059889.1 E-11

5. Amendments to Major Phase Approvals 

Developer may apply to the Agency for an amendment to a Major Phase Approval in 

accordance with the standards and procedures for a Major Phase Application. All proposed 

amendments shall be subject to review and consideration by the Agency Director, unless the 

Agency Director determines that the proposed amendment is material, in which case the Agency 

Director shall submit the proposed amendment to the CAC or the PAC, as applicable, and then to 

Agency Commission. The Agency Commission shall take action on the proposed amendment in 

accordance with the standards and procedures set forth in Section IV.B.4. Without limiting the 

foregoing, the Approval of the Agency Commission shall be required for proposed amendments 

that: (i) materially amend the Infrastructure Plan; (ii) materially extend the Outside Dates for 

Sub-Phase Applications for one or more Sub-Phases within the Major Phase; (iii) increase the 

number of Sub-Phases within the Major Phase; (iv) materially extend the time for delivery of the 

Agency Lots within the Major Phase; (v) materially delay the Completion of or otherwise reduce 

the Associated Public Benefits applicable to one (1) or more Sub-Phases; or (vi) materially 

extend the time for delivery of the Alice Griffith Replacement Units. Extensions of time to 

which Developer is entitled under the DDA or the Alice Griffith DDA shall not be considered an 

amendment subject to the provisions of this Section IV.B.5. 

V. SUB-PHASE APPROVALS 

Following a Major Phase Approval, Developer shall submit, and the Agency Director 

shall review and Approve or disapprove, Sub-Phase Applications as set forth in the DDA and 

this Section V. Developer may seek the first Sub-Phase Approval concurrently with a Major 

Phase Approval for the Major Phase in which the Sub-Phase is located. The purpose of a Sub- 

Phase Approval is for the Agency to confirm that the Sub-Phase Application conforms to and is 

consistent with the applicable Redevelopment Requirements and for Developer to obtain 

Approval by the Agency of the additional detailed information included in a Sub-Phase 

Application that has not been previously reviewed or Approved by the Agency, before Developer 

may proceed with development within that Sub-Phase. 



Not less than thirty (30) days before submitting a Sub-Phase Application, Developer shall 

submit to the Agency Director preliminary maps, plans, and design sketches of the type listed for 

Sub-Phase Applications in Exhibit E-A, and any other data as Developer shall so desire 

concerning the Sub-Phase. Not less than twenty (20) days before submitting a Sub-Phase 

Application, Developer and the Agency staff shall hold at least one pre-submission conference at 

a mutually agreeable time. Developer may submit information and materials iteratively, and 

Developer and the Agency may agree to hold such additional meetings and conferences as they 

may deem useful or appropriate. If Developer fails to submit such preliminary documents or to 

schedule such pre-submission conference before submitting a Sub-Phase Application as specified 

above, then such failure shall, by itself, not constitute an Event of Default and instead the 

Agency’s time for review of the Application in order to determine that such Application is a 

LEGAL_US_W # 66059889.1 E-12

Complete Application shall be extended by thirty (30) days. Any such extension shall not be the 

basis for Excusable Delay. 

2. Submission 

Subject to the terms of the DDA, Developer shall submit each Complete Sub-Phase 

Application to the Agency on or before the Outside Date for such Sub-Phase Application. 

Unless otherwise Approved by Developer and the Agency Director, Sub-Phase Applications 

shall include all of the documents and materials described for Sub-Phase Applications in 

Exhibit E-A. 

B. REVIEW BY THE AGENCY AND CITY AGENCIES 


The Agency staff shall review as expeditiously as reasonably possible each Sub-Phase 

Application using the same procedures described for Major Phase Applications in 

Section IV.B.1. A Sub-Phase Application shall not be deemed a Complete Application for 

purposes of the review periods set forth below until the Agency Director notifies Developer that 

it is a Complete Application, and the review periods shall commence on the date of such 

notification. 

2. City Agency Review - Complete Sub-Phase Application 

Within three (3) days of the Agency’s determination that a Sub-Phase Application is a 

Complete Application, the Agency staff shall submit such Complete Sub-Phase Application, or 

applicable portions thereof, to applicable City Agencies. The City Agencies will review 

submittals made to them for consistency with the Applicable City Regulations. Each City 

Agency will provide any comments on the submittal to the Agency within thirty (30) days from 

the City Agency’s receipt of the submittal, subject to any longer period set forth in the 

Interagency Cooperation Agreement or the Planning Cooperation Agreement if applicable. 

Consistent with the Agency’s responsibilities under the Interagency Cooperation Agreement and 

the Planning Cooperation Agreement, the Agency shall use commercially reasonable efforts to 

cause each applicable City Agency to complete its review of each Complete Sub-Phase 


3. Agency Review - Complete Sub-Phase Application 


Sub-Phase Application and shall notify Developer of the Agency staff’s comments and 

comments by applicable City Agencies and other Governmental Entities and community 

organizations consulted by the Agency. The Agency staff shall provide final comments on each 

Complete Sub-Phase Application within eighty (80) days following the Agency’s determination 

that the Sub-Phase Application is a Complete Application, provided, that if one or more 

Schematic Design Documents Applications are submitted with the Sub-Phase Application, then 

an additional thirty (30) days shall be added for the first Schematic Design Documents 

Application and an additional twenty-one (21) days will be added for each additional Schematic 

Design Documents Application. 

LEGAL_US_W # 66059889.1 E-13

Schematic Design Documents Applications shall be reviewed and processed as set forth 

in Section VII.B, including referral to the CAC or the PAC as applicable and then to the Agency 

Commission. 

The Agency staff may propose changes to the Complete Sub-Phase Application that do 

not conflict with the Redevelopment Requirements. If the Agency proposes any such changes, 




shall run concurrently with, and shall not extend, the eighty (80) day period specified above (as 

extended if Schematic Design Documents Applications are submitted simultaneously) unless 

agreed to by Developer and Agency staff. 

Developer shall have the right at any time after the eighty (80) day period above has run 

to require that the Agency staff submit the Complete Sub-Phase Application to the Agency 

Director for review and consideration, with or without Agency staff recommendation. 

At the close of the periods described above in this Section V.B.3, the Agency staff shall 

submit the Complete Sub-Phase Application to the Agency Director for review and 

consideration, and notify Developer of such submission. The Agency Director shall take action 

on each Complete Sub-Phase Application in accordance with the standards in Section V.B.4 

within thirty (30) days after such Complete Sub-Phase Application is submitted to the Agency 

Director for review and consideration, unless Developer in its sole discretion Approves an 

extension of such period. Failure of Agency staff to submit the Complete Sub-Phase Application 

to the Agency Director, or for the Agency Director to act on the Complete Sub-Phase 

Application, within the time frames specified above shall be a basis for Excusable Delay. 


All Sub-Phase Applications shall be reviewed and considered by the Agency Director, 

and shall be Approved if and to the extent the Sub-Phase Application (i) conforms to and is 

consistent with the Redevelopment Requirements and, if applicable, the Land Acquisition 

Agreements and the Alice Griffith DDA and (ii) as to matters or details that are beyond the scope 

of the foregoing, is reasonably acceptable to the Agency Director. 

Without limiting any Approvals required (or the standards for such Approvals) under the 

Interagency Cooperation Agreement, the Planning Cooperation Agreement or under 

Section I.B.9, the Approval of the Agency Commission shall be required for Sub-Phase 

Applications that include changes to the Redevelopment Requirements that materially affect: 

(i) the area of a Sub-Phase; (ii) the timing or substance of the Associated Public Benefits as 

shown in the Phasing Plan or other public benefits described in the Below-Market Rate Housing 

Plans or the Community Benefits Plan; (iii) the timing the Completion of the Agency Affordable 

Lots or the Alice Griffith Replacement Lots; and (iv) the Infrastructure to be Completed within 

the Sub-Phase. Additionally, any requested variance approval must be made by the Agency 

Commission as required by the applicable Redevelopment Plan. 

LEGAL_US_W # 66059889.1 E-14

If a Sub-Phase Application is disapproved by the Agency Director, then the Agency 

Director shall send a notice to Developer stating the basis for the disapproval. Following any 

disapproval of a Sub-Phase Application, Developer may within ninety (90) days following 

receipt by Developer of such summary (subject to such extensions as may be Approved by the 

Agency Director) make changes to and resubmit the Sub-Phase Application. Promptly following 

the Agency Director’s receipt of a revised Complete Sub-Phase Application, the Agency 

Director shall review and consider the Sub-Phase Application in accordance with the procedure 

set forth in this Section V.B.4. The Schedule of Performance shall be automatically extended, if 

necessary, to allow for the foregoing procedure; provided, however, that the Schedule of 

Performance shall not be so extended for more than one revised Complete Sub-Phase 

Application for each Sub-Phase without the Approval of the Agency Director. 

5. Amendments to Sub-Phase Approvals 

Developer may apply to the Agency for an amendment to a Sub-Phase Approval in 

accordance with the standards and procedures for a Sub-Phase Application. All proposed 

amendments shall be subject to review and consideration by the Agency Director and the Agency 

Commission in the manner and under the approval standards established for Sub-Phase 

Applications, as set forth in Section V.B.4, provided that the following proposed amendments 

shall, without limitation, require the Approval of the Agency Commission in its sole discretion: 

(i) amendments that materially alter the matters Approved by the Agency Commission as part of 

the applicable Major Phase Approval; (ii) material amendments to the Infrastructure Plan or the 

Parks and Open Space Plan; (iii) material extensions of the Schedule of Performance for 

Completion of the Infrastructure or the Agency Lots within that Sub-Phase; (iv) amendments to 

the Redevelopment Plans or the Design for Development; (v) material extensions to the time for 

delivery of the Alice Griffith Replacement Units; or (vi) material amendments to the timing or 

substance of the Associated Public Benefits within the Sub-Phase. Extensions of time to which 

Developer is entitled under the DDA or the Alice Griffith DDA shall not be considered an 

amendment subject to the provisions of this Section V.B.5. 

VI. CLOSE OF ESCROW 

In accordance with article 10 of the DDA, before the close of Escrow on any property to 

be conveyed by the Agency to Developer under the DDA, Developer shall notify the Agency of 

the satisfaction of all conditions to the close of Escrow. Developer shall take into account the 

review and approval periods and process under this DRDAP, the Interagency Cooperation 

Agreement, and the Planning Cooperation Agreement, including times for design review 

presentations to the Agency Commission, the Arts Commission, and the CAC and the PAC, if 

applicable, as may be needed to meet the Outside Dates set forth in the DDA. 

VII. VERTICAL APPROVALS 

Developer shall be entitled to seek Approval of Vertical Applications on behalf of future 

Vertical Developers, whether such Vertical Developers have been identified or not and whether 

or not Developer or its Affiliates ultimately serve as such Vertical Developer. In such cases, 

references in this Section VII to “Vertical Developer” shall include Developer. 

LEGAL_US_W # 66059889.1 E-15


Following a Sub-Phase Approval, Vertical Developers (including Developer or its 

Affiliates when acting as a Vertical Developer or when building Infrastructure subject to this 

Section VII as described below) may seek Approval of Vertical Improvements within that Sub- 

Phase. 

Vertical Application submissions shall consist of the following three components, to be 

submitted in the following order: (i) Schematic Design Documents, (ii) Design Development 

Documents and (iii) Construction Documents. Developer or, with the Approval of Developer in 

its sole discretion, Vertical Developer, may submit Schematic Design Documents for Vertical 

Improvements for one Lot concurrently with, or at any time following, an applicable Sub-Phase 

Application. No Vertical Approval shall be given by the Agency until after the Sub-Phase 

Approval for the Sub-Phase in which the Lot is located. Whether document submittals meet the 

applicable percentage of completion requirement described in this DRDAP shall be determined 

in the reasonable discretion of the Agency Director. 

Schematic Design Documents Applications shall be Approved or disapproved by the 

Agency Commission, while Design Development Documents Applications and Construction 

Documents Applications shall be Approved or disapproved by the Agency Director (unless the 

Application includes substantial deviations from the Schematic Design Approval, which shall 

require Approval by the Agency Commission). Thus, where a Schematic Design Documents 

Application is submitted before Approval of the Sub-Phase Application to which it relates, the 

Agency shall process the Applications simultaneously but under the separate approval processes 

described in this DRDAP. The Agency’s time for determining that a Schematic Design 

Documents Application is a Complete Application, and then for reviewing and providing 

comments on Schematic Design Documents Application pursuant to this DRDAP, shall not 

commence until the Sub-Phase Application for the area in which the Schematic Design 

Documents Application is located has been Approved. 

Before or concurrently with granting Approval of the Construction Documents 

Application for a Stand-Alone Workforce Project or an Alice Griffith Replacement Project, the 

Agency shall have Approved the applicable Outside Dates for the Commencement and 

Completion of the Stand-Alone Workforce Project or Alice Griffith Replacement Project, as 

applicable. Such Outside Dates shall, upon determination, be included in the Schedule of 

Performance. 


Not less than thirty (30) days before submitting a Vertical Application, Vertical 

Developer shall submit to the Agency Director preliminary maps, plans, and design sketches of 

the type listed for Vertical Applications in Exhibit E-A, and any other data as Vertical Developer 

shall so desire concerning the applicable Lot. Not less than fifteen (15) days before submitting a 

Vertical Application, Vertical Developer and the Agency staff shall hold at least one presubmission 

conference at a mutually agreeable time. Vertical Developer may submit 

information and materials iteratively, and Vertical Developer and the Agency may agree to hold 

such additional meetings and conferences as they may deem useful or appropriate. If Vertical 

LEGAL_US_W # 66059889.1 E-16

Developer fails to submit such preliminary documents or to schedule such pre-submission 

conference before submitting a Vertical Application as specified above, then such failure shall 

not, by itself, constitute an Event of Default and instead the Agency’s time for review of the 

Application in order to determine that such Application is a Complete Application shall be 

extended by twenty (20) days (e.g., if a Vertical Application is submitted before submitting such 

preliminary documents or scheduling such a pre-submission conference, then the Agency’s time 

to determine that such Application is a Complete Application shall be extended from 

ten (10) days to thirty (30) days). Any such extension shall not be the basis for Excusable Delay. 

2. Submission 

Subject to the terms of the DDA, Vertical Developer shall submit each Vertical 

Application for the Alice Griffith Replacement Projects and the Stand-Alone Workforce Projects 

on or before the dates needed to satisfy the applicable Outside Dates for the Commencement and 

Completion of the Alice Griffith Replacement Projects and the Stand-Alone Workforce Projects. 

B. REVIEW OF SCHEMATIC DESIGN DOCUMENTS 

“Schematic Design Documents” refer to schematic design level of detail for a specific 

Improvement, building upon the massing and design concepts outlined in the Major Phase 

Approval and Sub-Phase Approval and, unless otherwise Approved by Vertical Developer and 

the Agency Director, each in their sole discretion, shall include the documents and materials 

described for Schematic Design Documents Applications in Exhibit E-A. 


The Agency staff shall review as expeditiously as reasonably possible each Schematic 

Design Documents Application using the same procedures described for Major Phase 

Applications in Section IV.B.1. A Schematic Design Documents Application shall not be 

deemed a Complete Application for purposes of the review periods set forth below until the 

Agency Director notifies Developer that it is a Complete Application, and the review periods 

shall commence on the date of such notification. 

2. City Agency Review - Complete Schematic Design Documents 

Application 

Within three (3) days of the Agency’s determination that a Schematic Design Documents 

Application is a Complete Application, the Agency staff shall submit such Complete Schematic 

Design Documents Application, or applicable portions thereof, to applicable City Agencies. The 

City Agencies will review submittals made to them for consistency with the Applicable City 

Regulations. Each City Agency will provide any comments on the submittal to the Agency 

thirty (30) days from the City Agency’s receipt of the submittal, subject to any longer period set 

forth in the Interagency Cooperation Agreement or the Planning Cooperation Agreement if 

applicable (e.g., the Planning Cooperation Agreement provides the Planning Department with a 

forty-five (45) day review and comment period). Consistent with the Agency’s responsibilities 

under the Interagency Cooperation Agreement and the Planning Cooperation Agreement, the 

Agency shall use commercially reasonable efforts to cause each applicable City Agency to 

LEGAL_US_W # 66059889.1 E-17

complete its review of each Complete Schematic Design Documents Application, or applicable 

portions thereof, within such time. 

3. Agency Review - Complete Schematic Design Documents Application 


Schematic Design Documents Application and shall notify Vertical Developer of the Agency 

staff’s comments and comments by applicable City Agencies. The Agency staff shall provide 

final comments on each Complete Schematic Design Documents Application within sixty (60) 

days (for Applications pertaining to buildings sixty-five (65) feet in height and under) or within 

eighty (80) days (for Applications pertaining to buildings over sixty-five (65) feet in height) 

following the Agency’s determination that the Schematic Design Documents Application is a 

Complete Application. For Schematic Design Documents Applications pertaining to either the 

arena or the regional retail shopping center proposed within the Candlestick Site, the Agency’s 

time for providing final comments on such Complete Schematic Design Documents Application 

shall be extended by sixty (60) days. 

The Agency staff may propose changes to the Complete Schematic Design Documents 

Application that do not conflict with the Redevelopment Requirements. If the Agency proposes 

any such changes, then the Agency and Vertical Developer shall promptly meet and confer in 

good faith for a period of not more than thirty (30) days, as such period may be extended by 

mutual agreement, to reach agreement on any such changes proposed by the Agency; provided 

such meet and confer period shall run concurrently with, and shall not extend, the sixty (60) or 

eighty (80) day period described above, as applicable, unless agreed to by Developer and Agency 

staff. 

Vertical Developer shall have the right at any time after such sixty (60) or eighty (80) day 

period, as may be extended as set forth above, has run to require that the Agency Director submit 

the Complete Schematic Design Documents Application to the Agency Commission for review 

and consideration, with or without Agency staff recommendation. Notwithstanding the 

foregoing, if one or more Vertical Developers submit a subsequent Complete Schematic Design 

Documents Application for a different Lot within fifteen (15) days of the date of submittal of a 

previous Schematic Design Documents Application, then the Agency shall be entitled to an 

additional fifteen (15) days to review and determine whether such subsequent Schematic Design 

Documents Application is a Complete Application. Any such extension shall not be the basis for 

Excusable Delay. 

At the close of the periods described above in this Section VII.B.3, the Agency Director 

shall submit the Complete Schematic Design Documents Application to the CAC or the PAC, as 

applicable, and then to the Agency Commission for review and consideration at the next 

regularly-scheduled meeting of the Agency Commission for which an agenda has not yet been 

finalized and for which the Agency can prepare and submit a staff report in keeping with 

standard practices of the Agency. The Agency Commission shall take action on each Complete 

Schematic Design Documents Application in accordance with the standards in Section VII.B.4 

within thirty (30) days after such Complete Schematic Design Documents Application is 

introduced at a public meeting of the Agency Commission for review and Approval, unless 

Vertical Developer, in its sole discretion Approves an extension of such period. As to Stand- 

LEGAL_US_W # 66059889.1 E-18

Alone Workforce Projects and Alice Griffith Replacement Projects, failure of the Agency 

Director to submit a Complete Schematic Design Documents Application to the Agency 

Commission, and the failure of the Agency Commission to act, within the time frames specified 

above shall each be a basis for Excusable Delay. 


All Schematic Design Documents Applications shall be reviewed and considered by the 

CAC or the PAC, as applicable, and then the Agency Commission, and shall be Approved by the 

Agency Commission if and to the extent the Schematic Design Documents Application 

(i) conforms to and is consistent with the applicable Redevelopment Requirements and (ii) as to 

matters or details that are beyond the scope of the foregoing, is reasonably acceptable to the 

Agency Commission. 

If a Schematic Design Documents Application is disapproved by the Agency 

Commission, then the Agency Commissioners shall, at the public hearing during which the 

Schematic Design Documents Application is being considered, state the basis for the 

disapproval, which basis shall be summarized in writing by the Agency Director after the hearing 

and delivered to Vertical Developer. Following any disapproval of a Schematic Design 

Documents Application, Vertical Developer may make changes to and resubmit the Schematic 

Design Documents Application at any time; provided, for Alice Griffith Replacement Projects 

and Stand-Alone Workforce Projects, such resubmittal shall be made within ninety (90) days. 

Promptly following the Agency Director’s receipt of a revised Complete Schematic Design 

Documents Application, the Agency Director shall submit such revised Complete Schematic 

Design Documents Application in accordance with the procedure set forth in this Section VII.B. 

For Alice Griffith Replacement Projects and Stand-Alone Workforce Projects, the Schedule of 

Performance shall be automatically extended, if necessary, to allow for the foregoing procedure; 

provided, however, that the Schedule of Performance shall not be so extended for more than one 

revised Complete Schematic Design Documents Application for each such Alice Griffith 

Replacement Project and Stand-Alone Workforce Project without the Approval of the Agency 

Director. 

5. Amendments to Schematic Design Documents Approvals 

Vertical Developers may apply to the Agency for an amendment to a Schematic Design 

Documents in accordance with the standards and procedures for a Schematic Design Documents 

Application. All proposed amendments to Schematic Design Documents shall be subject to 

review and Approval by the Agency Director, unless the Agency Director determines that the 

proposed amendment is material, in which case the Agency Commission shall take action on the 

proposed amendment in accordance with the standards and procedures set forth in Section VII.B. 

C. REVIEW OF DESIGN DEVELOPMENT 

“Design Development Documents” refer to design development level of detail for a 

specific Improvement and, unless otherwise Approved by Vertical Developer and the Agency 

Director, shall include the documents and materials described for Design Development 

Documents in Exhibit E-A. The purpose of this submittal is to expand upon the Schematic 

LEGAL_US_W # 66059889.1 E-19

Design Documents, incorporate changes resulting from resolution of comments and concerns 

raised during the review of the Schematic Design Documents in accordance with 

Sections VII.B.1 and 2, and prepare drawings and other documents for architectural, structural, 

mechanical and electrical systems. 


The Agency staff shall review as expeditiously as reasonably possible each Design 

Development Application using the same procedures described for Major Phase Applications in 

Section IV.B.1. A Design Development Application shall not be deemed a Complete 

Application for purposes of the review periods set forth below until the Agency Director notifies 

Developer that it is a Complete Application, and the review periods shall commence on the date 

of such notification. 

2. City Agency Review - Complete Design Development Application 

Within three (3) days of the Agency’s determination that a Design Development 

Application is a Complete Application, the Agency staff shall submit such Complete Design 

Development Application, or applicable portions thereof, to applicable City Agencies. The City 

Agencies will review submittals made to them for consistency with the Applicable City 

Regulations. Each City Agency will provide any comments on the submittal to the Agency 

within thirty (30) days from the City Agency’s receipt of the submittal. Consistent with the 

Agency’s responsibilities under the Interagency Cooperation Agreement and the Planning 

Cooperation Agreement, the Agency shall use commercially reasonable efforts to cause each 

applicable City Agency to complete its review of each Complete Design Development 


3. Agency Review - Complete Design Development Application 


Design Development Application and shall notify Vertical Developer of the Agency staff’s 

comments and comments by applicable City Agencies. The Agency staff shall provide final 

comments on each Complete Design Development Application within sixty (60) days (for 

Applications pertaining to buildings sixty-five (65) feet in height and under) or within eighty 

(80) days (for Applications pertaining to buildings over sixty-five (65) feet in height) following 

the Agency’s determination that the Design Development Application is a Complete Application. 

Notwithstanding the foregoing, if one or more Vertical Developers submit a subsequent Design 

Development Application for a different Lot within fifteen (15) days of the date of submittal of a 

previous Design Development Application, then the Agency shall be entitled to an additional 

fifteen (15) days to review and determine whether such subsequent Design Development 

Application is a Complete Application. Any such extension shall not be the basis for Excusable 

Delay. 

The Agency staff may propose changes to the Complete Design Development 




LEGAL_US_W # 66059889.1 E-20


such meet and confer period shall run concurrently with, and shall not extend, the sixty (60) or 

eighty (80) day period specified above (as extended for multiple Applications as set forth above) 

unless agreed to by Developer and Agency staff. Vertical Developer shall have the right at any 

time after such period has run to require that the Agency staff submit the Complete Design 

Development Application to the Agency Director for review and consideration. 

At the close of the periods described above in this Section VII.C.3, the Agency staff shall 

submit the Complete Design Development Application to the Agency Director for review and 

consideration. The Agency Director shall take action on each Complete Design Development 

Application in accordance with the standards in Section VII.C.4 within thirty (30) days after such 

submittal to the Agency Director. 


All Design Development Applications shall be reviewed and considered by the Agency 

Director, and shall be Approved if and to the extent the Design Development Application 

(i) conforms to and is consistent with the applicable Redevelopment Requirements and (ii) as to 

matters or details that are beyond the scope of the foregoing, is reasonably acceptable to the 

Agency Director. If a Design Development Application is disapproved by the Agency Director, 

then the Agency Director shall send a notice to the applicant stating the basis for the disapproval. 

The applicant shall have the opportunity to make changes to and resubmit the Design 

Development Application from time to time. Promptly following the Agency Director’s receipt 

of a revised Complete Design Development Application, the Agency Director shall review and 

consider such Application in accordance with the procedure set forth in this Section VII.C. 

5. Amendments to Design Development Documents Approvals 

Vertical Developer may apply to the Agency for an amendment to Design Development 

Documents consistent with, to the extent applicable, the requirements for Design Development 

Documents. All proposed amendments to Design Development Documents shall be subject to 

review and Approval by the Agency Director in the manner and to the extent set forth in 

Section VII.C; provided that: (i) proposed amendments that materially amend the Schematic 

Design Documents shall be reviewed under the standards and procedures applicable to 

Schematic Design Documents in Section VII.B; and (ii) proposed amendments that materially 

extend the Schedule of Performance for Completion of the Units on an Alice Griffith Lot or 

Stand-Alone Workforce Lot shall be reviewed under the standards and procedures applicable to 

Major Phase Applications in Section III.B. Variances may not be requested through an 

application for an amendment. 

D. REVIEW OF CONSTRUCTION DOCUMENTS 

“Construction Documents” refer to the construction documents level of detail for a 

specific Improvement and, unless otherwise Approved by the Agency Director, shall include the 

documents and materials described for Construction Documents in Exhibit E-A. The purpose of 

this submittal is to expand and develop the Design Development Documents to their final form, 

prepare drawings and specifications in sufficient detail to set forth the requirements of 

LEGAL_US_W # 66059889.1 E-21

construction of the Improvement and to provide for application for and receipt of all 

Authorizations required in order to Commence and Complete the applicable Improvements. 

1. DBI Review – Initial 

The DBI staff shall review each Construction Documents Application as expeditiously as 

reasonably possible in accordance with the Interagency Cooperation Agreement and consistent 

with the Applicable City Regulations. 


The Agency staff shall review each Construction Documents Application as 

expeditiously as reasonably possible using the same procedures described for Major Phase 

Applications in Section IV.B.1. A Construction Documents Application shall not be deemed a 

Complete Application for purposes of the review periods set forth below until the Agency 

Director notifies Developer that it is a Complete Application, and the review periods shall 

commence on the date of such notification. 

3. City Agency Review - Complete Construction Documents Application 

Vertical Developers shall submit Construction Documents Applications concurrently to 

the Agency and DBI, who shall circulate permit applications to appropriate City Agencies within 

three (3) days of the Agency’s determination that a Construction Documents Application is a 

Complete Application, consistent with the requirements of the Interagency Cooperation 

Agreement. The City Agencies will review submittals made to them for consistency with the 

Applicable City Regulations. Each City Agency will provide any comments on the submittal to 

the Agency within thirty (30) days from the City Agency’s receipt of the submittal. Consistent 

with the Agency’s responsibilities under the Interagency Cooperation Agreement and the 

Planning Cooperation Agreement, the Agency shall use commercially reasonable efforts to cause 

each applicable City Agency to complete its review of each Complete Construction Documents 


4. Agency Review - Complete Construction Documents Application 


Construction Documents Application and shall notify Vertical Developer of the Agency staff’s 

comments and comments by applicable City Agencies. The Agency staff shall provide final 

comments on each Complete Construction Documents Application within sixty (60) days (for 

Applications pertaining to buildings sixty-five (65) feet in height and under) or within eighty 

(80) days (for Applications pertaining to buildings over sixty-five (65) feet in height) following 

the Agency’s determination that the Construction Documents Application is a Complete 

Application. Notwithstanding the foregoing, if one or more Vertical Developers submit a 

subsequent Construction Documents Application for a different Lot within fifteen (15) days of 

the date of submittal of a previous Construction Documents Application, then the Agency shall 

be entitled to an additional fifteen (15) days to review and determine whether such subsequent 

Construction Documents Application is a Complete Application. Any such extension shall not 

be the basis for Excusable Delay. 

LEGAL_US_W # 66059889.1 E-22

The Agency staff may propose changes to the Complete Construction Documents 





such meet and confer period shall run concurrently with, and shall not extend, the sixty (60) and 

eighty (80) day period specified above (as extended for multiple Applications as set forth above) 

unless agreed to by Developer and Agency staff. Vertical Developer shall have the right at any 

time after such period has run to require that the Agency staff submit any final comments on the 

Complete Construction Documents Application to DBI and the Agency Director for review and 

consideration. 

At the close of the periods described above in this Section VII.D.4, the Agency staff shall 

submit the Complete Construction Documents Application to DBI and the Agency Director for 

final review and consideration. DBI and the Agency Director shall take action on each Complete 

Construction Documents Application in accordance with the standards in Section VII.D.4 within 

thirty (30) days after such submittal. 


DBI approval of Construction Documents Applications shall be made in accordance with 

Applicable City Regulations. 

All Construction Documents Applications shall be Approved by the Agency Director if 

and to the extent the Construction Documents Application (i) conforms to and is consistent with 

the applicable Redevelopment Requirements and (ii) as to matters or details that are beyond the 

scope of the foregoing, is reasonably acceptable to the Agency Director. If a Construction 

Documents Application is disapproved by the Agency Director, then the Agency Director shall 

send a notice to the applicant stating the basis for the disapproval. The applicant shall have the 

opportunity to make changes to and resubmit the Construction Documents Application from time 

to time. Promptly following the Agency Director’s receipt of a revised Construction Documents 

Application, the Agency Director shall review and consider such Application in accordance with 

the procedure set forth in this Section VII.D. The approval of the Agency shall not override the 

review authority of DBI under the standards and procedures of the Applicable City Regulations. 

Construction Documents shall not be Approved until the conditions and requirements set 

forth in article 4 of the DDA have been satisfied or waived by the Agency. 

6. Amendments to Construction Documents Approvals 

Vertical Developer may apply to the Agency and DBI for an amendment to Construction 

Documents consistent with the Applicable City Regulations. 

All proposed amendments to the Construction Documents shall be reviewed and 

considered by DBI and the Agency Director in the manner and to the extent set forth in 

Section VII.D; provided that: (i) proposed amendments that materially amend the Schematic 

Design Documents shall be reviewed under the standards and procedures applicable to 

Schematic Design Documents in Section VII.B; and (ii) proposed amendments that materially 

LEGAL_US_W # 66059889.1 E-23

extend the Schedule of Performance for Completion of the Units on an Alice Griffith Lot or 

Stand-Alone Workforce Lot shall be reviewed under the standards and procedures applicable to 

Major Phase Applications in Section III.B. 

7. Processing Alternative for Construction Documents 

Construction Documents may, as an alternative to the process described in this 

Section VII.D, be divided and submitted separately for various Improvements on a Lot in 

accordance with an addenda schedule for the Lot prepared by Developer in consultation with 

DBI and Approved by the Agency Director. The Agency Director shall review and Approve or 

deny any such addenda schedule within twenty (20) days of receipt. 

VIII. PARKS & OPEN SPACE AND RELATED IMPROVEMENTS 

Submittal of Schematic Design Documents Applications, Design Development 

Documents Applications, and Construction Documents Applications for Improvements located 

in parks and open space areas, as well as buildings, pump stations and other structures to be built 

by Developer and dedicated to the City, shall be in accordance with Section VII and Exhibit E-B 

and shall satisfy the schedule requirements in Exhibit E-C. 

IX. OTHER CITY PERMITS 

A. COMPLIANCE WITH OTHER LAWS 

No review by the Agency will be made or Approval given as to the compliance of any 

Approval with any building codes and standards, including building engineering and structural 

design, or any other applicable State or federal law or regulation relating to construction 

standards or requirements, including, without limitation, compliance with any State or federal 

law or regulation related to the suitability of the improvements for use by persons with physical 

disabilities. Developer and Vertical Developers shall be responsible for all such compliance. 

B. AGENCY REVIEW OF CITY PERMITS 

No building permit, or any other City permit, including but not limited to any permits 

required by the Department of Public Works, shall be issued unless the Agency has first 

reviewed such building permit or other City permit for consistency with the Redevelopment 

Requirements and has signed the permit application. The Agency staff shall complete its review 

pursuant to this Section IX.B within thirty (30) days of receipt of such building permit or other 

City permit. 

C. SITE PERMITS 

Developer or Vertical Developer, as applicable, shall not submit a Site Permit application 

to the City until the Schematic Design Documents Application has been Approved by the 

Agency Commission and the Agency has determined that the Design Development Application 

is a Complete Application. 

LEGAL_US_W # 66059889.1 E-24

Under the Site Permit process, the Construction Documents may be divided and 

submitted to the Department of Building Inspection in accordance with an addenda schedule for 

the Lot(s) prepared by Developer in consultation with the DBI and Approved by the Agency 

Director within the time and subject to the conditions set forth in Section VII.C.6. 

X. GOVERNMENT REQUIRED PROVISIONS, CHANGES 

Where a change in a Complete Major Phase Application, Complete Sub-Phase 

Application, Complete Schematic Design Documents Application, Complete Design 

Development Documents Application, or Complete Construction Documents Application is 

required by a City Agency or other Governmental Entity and such City Agency or Governmental 

Entity has authority to require such change pursuant to either applicable State or federal law or, 

in the case of City Agencies, pursuant to the Interagency Cooperation Agreement or the Planning 

Cooperation Agreement, the Agency and the Developer and Vertical Developers, as applicable, 

acknowledge and agree that: (i) they will meet and confer and make every reasonable effort to 

respond to such requirement in a manner that is consistent with the Redevelopment 

Requirements and applicable State and federal law; and (ii) the Agency will not deny its 

Approval of any change that is required to comply with applicable State of federal law or the 

requirements of City Agencies and Governmental Entities that do not conflict with the 

Redevelopment Requirements. 

LEGAL_US_W # 66059889.1 E-25

EXHIBIT E-A 

Documents to be Submitted for Major Phase Applications, 

Sub-Phase Applications and Vertical Applications 

During each stage of the project design review process set forth in this DRDAP, the 

Agency staff and the applicant may Approve changes to the scale of the drawings set 

forth herein. Recognizing that each Improvement is unique, the applicant and the 

Agency may Approve changes to the type and scope of documents set forth in this 

DRDAP for a particular Application, including in order to ensure consistency with 

standards and guidelines in the Redevelopment Requirements. 

Design Documents and other Construction Documents to be submitted shall be prepared 

by an architect, or a civil engineer, as applicable, licensed to practice in and by the State 

of California. 

A. Major Phase Applications 

Major Phase Applications submitted to the Agency shall be in the form of six (6) hard 

copies and one (1) digital file. A Major Phase Application shall include the following 

documents: 

1. Written Narrative Statement 

Each submittal shall include a written statement regarding: (a) the 

proposed land use program; (b) conformance with the Design for 

Development; (c) sustainability measures to be implemented within the 

Major Phase; (d) a summary of material conditions that must be satisfied 

under the DDA during the course of the Major Phase; (e) a written 

description and map to show each of the proposed Sub-Phases within the 

Major Phase, including the proposed sequence of Commencement of the 

Sub-Phases; (f) a description of the Infrastructure, Community Benefits, 

and Developer’s Below-Market Housing Obligations to be completed 

within each Sub-Phase; and (g) if there are any changes in the boundaries 

of the Sub-Phases as set forth in the Phasing Plan or the sequence of 

Application for or Commencement of the Sub-Phases as set forth in the 

Schedule of Performance, a description of and explanation for the 

proposed changes. 


Each submittal shall include a report regarding compliance with the 

Schedule of Performance and proposed changes to the Schedule of 

Performance, if any, for the submission of Sub-Phase Applications and the 

Commencement and Completion of all Infrastructure for each Sub-Phase 

within the Major Phase. Any proposed change to the Schedule of 

LEGAL_US_W # 66059889.1 E-A-1

Performance shall include a description of and explanation for the 

proposed change. The submittal shall also include a proposed schedule for 

review and comment of the Major Phase Application by the CAC or the 

PAC, as applicable. 

While the Schedule of Performance need not include dates for the 

Approval of intermediary Design Development Documents and 

Construction Documents for Infrastructure or for Open Space, Developer 

shall submit intermediary Design Development Documents and 

Construction Documents as contemplated by this DRDAP as needed to 

reach the state of completion required by this DRDAP. 

3. Data Charts 

Each submittal shall include the following data charts: 

a. Approximate square footage of all proposed Lots; 

b. Program of uses and approximate aggregate square footage 

of use type by Sub-Phase; 

c. If housing is included, a Housing Data Table, as described 

in the Below-Market Rate Housing Plan; 

d. Approximate anticipated building heights; 

e. Estimated Major Phase aggregate development in relation 

to the total allowable building program; and 

f. Status of overall development build-out for previous Major 

Phases, if any. 

4. Vicinity Plan 

In addition to the Site Plan covering the Major Phase, a diagrammatic 

Vicinity Plan should be submitted showing the Major Phase in the context 

of planned and existing Improvements and including the following 

information: 

a. Land uses on surrounding blocks within and outside the 

Project Site; 

b. Utilities, including interim facilities; 

c. Vehicular, transit, bicycle and pedestrian circulation; 

d. View corridors, including view corridors consistent with 

the Public Trust Exchange Agreement, as applicable; 

LEGAL_US_W # 66059889.1 E-A-2

e. Public open space; and 

f. Community Facilities. 

If there are proposed changes to the location of these spaces from the 

Development Plan, Design for Development, Transportation Plan or 

Infrastructure Plan, the submittal should include a description of and 

explanation for the proposed changes. 

5. Site Plan 

The Site Plan will pertain to the total area of development and 

improvement included in the Major Phase, including the development 

sites, streets, Open Space and Infrastructure. A Site Plan or Plans as 

needed (at a scale of l” = 100’), should conceptually indicate: 

a. Location of potential uses; 

b. Sub-Phase blocks, proposed approximate parcel boundaries 

and dimensions; 

c. Proposed location of Public Property; 

d. Generalized lot coverage and conceptual diagrams of 

massing, height, and bulk of future buildings illustrated in 

neighborhood-wide plans, sections and three-dimensional 

figures (note that changes to the lot coverage and 

conceptual diagrams in subsequent Sub-Phase Applications 

or Vertical Applications shall not be considered deviations 

requiring additional review by the Agency Director or 

Agency Commission); 

e. Planned public open space areas, within and surrounding 

the proposed Major Phase; 

f. Diagram of proposed roads and sidewalks separating 

blocks, Public Alleys adjacent to Park and Open Space, 

and, to the extent known, Private Alleys, mid-block 

connections, or pedestrian connections; 

g. Identification of the streets in the Major Phase that will be 

impressed with the Public Trust consistent with the Public 

Trust Exchange Agreement; and 

h. Streetscape improvements consistent with the Streetscape 

Plan. 

LEGAL_US_W # 66059889.1 E-A-3

If there are any changes from the Development Plan, the submittal should 

include a description of and explanation for the proposed changes. 

6. Infrastructure Plans and Documents 

Illustrative concept plans for Infrastructure shall be submitted for both 

transportation systems and utilities within that Major Phase and shall 

correspond to any Improvements to be provided with the applicable 

transfer map or vesting tentative transfer map. 

a. Transportation 

LEGAL_US_W # 66059889.1 E-A-4 

Plans submitted shall indicate the relationship of the Major 

Phase to the overall transportation system serving the 

Project Site. This may pertain to specific portions of these 

facilities to be constructed as a part of the Major Phase, 

and/or connections to facilities outside the boundaries of 

the Major Phase. For a particular Major Phase, the 

following shall be submitted as they relate to all public 

spaces within the Major Phase: 

(1) Transit 

(a) Narrative materials with a discussion of 

transit serving the Major Phase; 

(b) Any measures that are a part of the CP-HP 

Transportation Demand Management Plan, 

as defined in the Transportation Plan, that 

will be implemented in whole or part by the 

Major Phase; 

(2) Roadways 

(a) Plans of new or reconstructed streets 

including any new or reconstructed streets to 

be impressed with the Public Trust 

consistent with the Public Trust Exchange 

Agreement; 

(b) Plan views and road sections consistent with 

the Infrastructure Plan and the Public Trust 

Exchange Agreement, as applicable; 

(c) Plan view of recreational bike trails and, if 

applicable, any separate commuter bike 

routes;

LEGAL_US_W # 66059889.1 E-A-5 

(3) Pedestrian routes and improvements 

(a) Sidewalk widths and pedestrian amenities; 

(b) Approximate locations of Public Alleys 

adjacent to Park and Open Space, and, to the 

extent known, other pedestrian connections, 

as applicable; 

(4) Bike Facilities 

(5) Bridge 

b. Utilities 

(a) Location, alignment and width of Class One 

bicycle facilities; 

(b) Location of on-street bike routes bike lanes 

or routes shall be identified on plan views of 

roadways. 

(a) Plans and sections of transit facilities, 

vehicle lanes if applicable, pedestrian routes, 

improvements and amenities, bike facilities, 

and any information that is required to 

satisfy the Yosemite Slough Bridge 

provisions of the State Parks Agreement 

Plans for utilities shall be submitted, which indicate the 

relationship of the Major Phase to the utilities serving the 

Project Site, including where relevant: 

(1) Separated sanitary sewer and storm drain facilities 

and combined sanitary and storm drain facilities, if 

applicable. 

For informational purposes, a generalized graphic 

and narrative description of these facilities, as 

related to the location of the Major Phase and the 

specific sewer and storm drain collection and 

conveyance facilities to be installed, shall be 

submitted. Low and high pressure water mains, 

suction inlets, if applicable, and reclaimed water 

facilities.

LEGAL_US_W # 66059889.1 E-A-6 

(2) Joint trench – electric power, natural gas, telephone 

and data communications. 

Anticipated corridors for these facilities to be 

shown on the Site Plan or on utility subset of the 

Site Plan. 

c. Stormwater treatment program including location and size 

of street and park based facilities and treatment options on 

Private Parcels. 

d. Status of overall development build-out of utilities in 

previous Major Phases, if any. 

e. Proposed changes to the Infrastructure Plan attached to the 

DDA, if any, and the reason for the proposed changes. 

7. Open Space Lots 

Schematic Design Documents, if not previously Approved by the Agency, 

for the Open Space Lots within the Major Phase, consistent with this 

DRDAP, the Phasing Plan, Infrastructure Plan, and Parks and Open Space 

Plan. 

a. Context Plan at 1” = 250’ scale indicating existing 

conditions on the site, including but not limited to the 

following: 

(1) Existing structures and contours; 

(2) Adjacent future Infrastructure i.e., water, sewer, 

electrical power, storm drains, etc.; 

(3) Design constraints and opportunities including 

shadow and wind conditions that may suggest 

landscape opportunities or constraints (for example, 

related to the location of any proposed seating, 

special landscaping, etc.) based on existing 

sun/shadow diagrams and wind analysis. 

b. Site Plan at 1” = 50’ scale illustrating schematic park 

designs including:

LEGAL_US_W # 66059889.1 E-A-7 

(1) Park program and location of facilities; 

(2) Anticipated vehicular, bicycle and pedestrian 

circulation systems including parking; 

(3) Active recreational uses; 

(4) Proposed grading, landscaping and hardscape 

surface; 

(5) Generalized locations for furnishings, lighting, 

public art, signage, comfort facilities, stairs, ramps, 

and railing. 

c. Description of how the open space areas impressed with the 

public trust provide public recreation access to the 

San Francisco Bay waterfront, provide for trust consistent 

park uses including regional serving open spaces, viewing 

area of the water and historic Shipyard facilities, the 

San Francisco Bay Trail, and restorative habitat areas. 

Recreational sports facilities will be limited to areas not 

subject to the public trust. 

(1) Isometric and/or perspective drawings or sketches 

sufficient to illustrate the general character of the 

open space, including its relationship to surrounding 

architecture. 

(2) A palette of open space materials and elements for 

use in expressing the particular character of the 

open space: 

(a) Paving and construction materials; 

(b) Plant materials; 

(c) Site and street furniture; 

(d) Lighting; 

(e) Water features and related art work.

LEGAL_US_W # 66059889.1 E-A-8 

(3) Schematic locations and sizes of all utility and 

drainage connections and other services 

requirements. 

8. Transfer or Subdivision Maps 

Copies of any tentative transfer maps, vesting tentative transfer maps, 

tentative subdivision maps, or vesting tentative subdivision maps that have 

been filed with the City that relate to the real property in the Major Phase 

Application. 

9. Geotechnical Report for the Entire Project Site 

A comprehensive site-specific geotechnical investigation report, covering 

the geological conditions of the entire Project Site prepared by a 

California Certified Engineering Geologist or California Registered 

Geotechnical Engineer and any plans prepared in compliance with the 

requirements of the San Francisco Building Code, the Seismic Hazards 

Mapping Act, and requirements contained in CGS Special Publication 

117A “Guidelines for Evaluating and Mitigating Seismic Hazards in 

California” shall be submitted with the Major Phase Application for the 

Initial Major Phase and updated as needed with each subsequent Major 

Phase. 

10. Community Benefits 

A summary of compliance with the Community Benefits Plan, and a 

description of the substance and the anticipated timing of the community 

benefits, including any payments or obligations to be fulfilled, in the 

Major Phase in accordance with the Community Benefits Plan. 

11. Phasing Plan 

Within the Major Phase, any anticipated phasing of construction or 

temporary Improvements, including temporary or interim parking 

facilities, construction staging areas, and interim infrastructure, if any, 

shall be indicated. If there are any changes from the Phasing Plan, the 

submittal should include a description of and explanation for the proposed 

changes. 

12. Private Parcels 

Identification of any Private Parcels in the Major Phase, and a summary of 

the acquisition documents through which Developer has acquired or has 

rights to acquire the Private Parcels.

13. Project MMRP 

A report regarding compliance with the Project MMRP, and a description 

of the substance and timing of the Mitigation Measures to be completed 

during the Major Phase. 

B. Sub-Phase Applications 

Sub-Phase Applications submitted to the Agency shall be in the form of 

six (6) hard copies and one (1) digital file. A Sub-Phase Application builds off the 

information of an Approved Major Phase, providing greater detail of the Infrastructure 

and vertical development plan, and shall include the following documents: 

1. Written Narrative Statement 

Each submittal shall include a written statement regarding (a) the proposed 

land use program; (b) conformance with the Design for Development and 

the Major Phase Approval; (c) a description of the proposed Infrastructure 

and Developer’s Below-Market Housing Obligations to be completed 

within the Sub-Phase; (d) a detailed written description of any proposed 

change to the substance or timing of development of the Sub-Phase, 

including but not limited to any boundary change, from what was 

previously included in the Major Phase Approval for that Sub-Phase, and 

an explanation for the proposed change (or, if there are no proposed 

changes, a statement of such fact). 


Each submittal shall include a report regarding compliance with the 

Schedule of Performance and a proposed Schedule of Performance that 

includes the dates by which Developer shall Complete all of the 

Infrastructure for the Lots in the Sub-Phase and the Completion of all 

Improvements for the parks and open space. Any proposed change to the 

Schedule of Performance shall include a description of and explanation for 

the proposed change. 

3. Data Charts 

Data charts submitted should provide the following information including: 

a. Program of uses and approximate aggregate square footage 

of each use by Lot. 

b. If housing is included, a Housing Data Table, as described 

in the Below-Market Rate Housing Plan; 

c. Approximate square footage of all proposed Lots. 

LEGAL_US_W # 66059889.1 E-A-9

d. Anticipated building heights and bulk on a block by block 

basis at an incrementally greater level of detail than 

illustrated in the Major Phase Approval. 

e. Approximate number of off-street automobile parking, bike 

parking, and loading spaces, including the remaining 

balance of residential automobile parking allowance to be 

carried over from earlier Sub-Phases if applicable. 

f. Sub-Phase aggregate development in relation to the Major 

Phase and the total allowable building program. 

g. Status of overall development build-out for previous Sub- 

Phases, if any. 

4. Vicinity Plan 

In addition to the Site Plan covering the proposed development and the 

immediate area of the Sub-Phase, a diagrammatic Vicinity Plan should be 

submitted showing the Sub-Phase in the context of planned and existing 

Improvements: 

a. Land uses on surrounding blocks; 

b. Utilities, including interim facilities; 

c. Vehicular, transit bicycle and pedestrian circulation; 

d. View corridors including view corridors consistent with the 

Public Trust Exchange Agreement, as applicable; 

e. Public Open Space; and 

f. Community Facilities. 

If there are proposed changes to the location of these spaces the submittal 

should include a description of and explanation for the proposed changes. 

5. Transfer or Subdivision Maps 

Copies of any Transfer Maps or Final Subdivision Maps that have been 

filed with the City that relate to the real property in the Sub-Phase 

Application. 

6. Site Plan 

The Site Plan will pertain to the total area of development and 

improvement included in the Sub-Phase, including the development sites, 

LEGAL_US_W # 66059889.1 E-A-10

equired streets, Open Space and Infrastructure Improvements. A Site 

Plan or Plans as needed (at a scale of l” = 100’), should indicate: 

a. Location of potential uses; 

b. General site circulation; 

c. Sub-Phase blocks, approximate proposed parcel boundaries 

and dimensions; 

d. Proposed location of Community Facility Parcels and 

Community Facilities Space, Agency Lots, Community 

Builder Lots, Auction Lots, and Open Space Lots; 

e. Illustrative examples of potential massing, height, and bulk 

of future buildings; 

f. Planned public open space areas, within and surrounding 

the proposed Sub-Phase; 

g. Private open space areas; 

h. Setback areas; 

i. Diagram of proposed roads and sidewalks separating 

blocks; Public Alleys adjacent to Park and Open Space; 

and, to the extent known, any Private Alleys, mid-block 

connections or pedestrian connections; 

j. Anticipated location of entrances to buildings, parking and 

loading facilities; 

k. Identification of the streets in the Sub-Phase that will be 

impressed with the Public Trust consistent with the Public 

Trust Exchange Agreement; 

l. Streetscape improvements consistent with the Streetscape 

Plan; and 

m. Stormwater treatment measures. 

If there are any changes from the Sub-Phase as described in the Major 

Phase Approval, the submittal should include a description of and 

explanation for the proposed changes. 

7. Infrastructure Plans and Documents 

65% Construction Documents for Infrastructure shall be submitted for 

both transportation systems and utilities, including all off-site 

LEGAL_US_W # 66059889.1 E-A-11

Infrastructure to be developed in the Sub-Phase, and shall correspond to 

the Improvements to be provided with the applicable subdivision map. 

a. Transportation 

LEGAL_US_W # 66059889.1 E-A-12 

Plans submitted shall indicate the relationship of the Sub- 

Phase to the Major Phase and to the overall transportation 

system serving the Project Site. This may pertain to 

specific portions of these facilities to be constructed as a 

part of the Sub-Phase, and/or connections to facilities 

outside the boundaries of the Sub-Phase. For a particular 

Sub-Phase, the following shall be submitted as they relate 

to all public spaces within the Sub-Phase: 

(1) Transit 

(a) Narrative materials with a discussion of 

transit serving the Major Phase; 

(b) Any measures that are a part of the CP-HP 

Transportation Demand Management Plan, 

as defined in the Transportation Plan, that 

will be implemented in whole or part by the 

Sub-Phase or applicable Major Phase; 

(2) Roadways 

(a) Plans of new or reconstructed streets 

including any new or reconstructed streets to 

be impressed with the Public Trust 

consistent with the Public Trust Exchange 

Agreement; 

(b) Plan views and road sections consistent with 

the Infrastructure Plan and the Public Trust 

Exchange Agreement, as applicable; 

(c) Plan view of recreational bike trails and, if 

applicable, any separate commuter bike 

routes; 

(3) Pedestrian routes and improvements 

(a) Sidewalk widths and pedestrian amenities; 

(b) Approximate locations of Public Alleys 

adjacent to Park and Open Space, and, to the

(4) Bike Facilities 

(5) Bridge 

b. Utilities 

LEGAL_US_W # 66059889.1 E-A-13 

extent known, other pedestrian connections, 

as applicable. 

(a) Location, alignment and width of Class One 

bicycle facilities; 

(b) Location of on-street bike routes bike lanes 

or routes shall be identified on plan views of 

roadways. 

(a) Plans and sections of transit facilities, 

vehicle lanes if applicable, pedestrian routes, 

improvements and amenities, bike facilities, 

and any information that is required to 

satisfy the Yosemite Slough Bridge 

provisions of the State Parks Agreement 

Plans for utilities shall be submitted, which indicate the 

relationship of the Sub-Phase to the Major Phase and to the 

utilities serving the Project Site, including where relevant: 

(1) Separated sanitary sewer and storm drain facilities 

and combined sanitary and storm drain facilities, if 

applicable. 



related to the location of the Sub-Phase within the 

Major Phase and the specific sewer and storm drain 

collection and conveyance facilities to be installed, 

shall be submitted. 

(2) Low and high pressure water mains, suction inlets, 

if applicable, and reclaimed water facilities. 



related to the Sub-Phase within the Major Phase 

shall be submitted.

LEGAL_US_W # 66059889.1 E-A-14 

(3) Joint trench – electric power, natural gas, telephone 

and data communications. 

c. Mid-Block Breaks 

Anticipated corridors for these facilities to be 

shown on the Site Plan or on utility subset of the 

Site Plan. 

(1) Locations of mid-block alleys and pedestrian ways. 

(2) Assignment of mid-block break construction 

responsibility to adjacent lots(s). 

(3) Conceptual design for mid-block breaks or 

assignment of design responsibility to a designated 

adjacent lot. 

Conceptual design of mid-block breaks as well as 

assignment of construction and design 

responsibility to adjacent owners may be 

subsequently modified by Developer or Vertical 

Developer in connection with a Schematic Design 

Documents Application and shall not require 

additional review or approval beyond the process 

set forth for Schematic Design Documents 

Applications. 

d. Status of overall development build-out for previous Sub- 

Phases in the applicable Major Phase, if any. 

e. Proposed changes to the Infrastructure Plan, if any, and the 

reason for the proposed changes. 

8. Open Space Plans 

Design Development Documents, if not previously Approved by the 

Agency, for the Open Space Lots within the Sub-Phase, consistent with 

this DRDAP, the Phasing Plan, Infrastructure Plan, and Parks and Open 

Space Plan 

(1) Landscape architectural plans and sections at 1/16” 

= 1’ or 1” = 20’ at applicant’s option and with 

details as appropriate, fixing locations and design of 

landscape elements, including the following: 

(a) Paving, site furniture, stairs and other 

construction items;

9. Cost Estimates 

LEGAL_US_W # 66059889.1 E-A-15 

(b) Grading and drainage; 

(c) Planting; 

(d) Irrigation; 

(e) Lighting; 

(f) Graphics; 

(g) Fountains and related art works; 

(h) Sidewalks, crosswalks and other street 

improvements; 

(i) Service and vehicular access. 

(2) Plans, elevations and sections, including structural, 

mechanical, electrical and other plans, at 1/16” = 1’ 

or 1” = 20’, at applicant’s option, and with details 

as appropriate. 

(3) Outline specifications. 

(4) Preliminary materials and color board. 

Cost Estimates for 65% Construction Documents for Infrastructure and 

100% Design Development Documents for Open Space Lots shall be 

submitted. 

10. Corporate Guaranty 

Developer shall provide to the Agency a form of Corporate Guaranty in 

accordance with section 26.4 of the DDA. 

11. Community Benefits 

A summary of compliance with the Community Benefits Plan, and a 

description of the substance and the timing of the community benefits to 

be provided in the Sub-Phase. 

12. Phasing Plan 

Within the Sub-Phase, any anticipated phasing of construction or 

temporary Improvements, including temporary or interim parking 

facilities, construction staging areas, and interim infrastructure, if any, 

shall be indicated. If there are any changes from the Phasing Plan, the

submittal should include a description of and explanation for the proposed 

changes. 

13. Project MMRP 

A report regarding compliance with the Project MMRP, and a description 

of the substance and timing of the Mitigation Measures to be completed 

during the Sub-Phase. The Agency Director shall review such report to 

ensure compliance with CEQA and the Project MMRP. 

14. Auction Methodology 

For any Auction Lots contained within such Sub-Phase, an Auction 

Methodology consistent with section 17.2 of the DDA. 

15. Open Space Lots 

Design Development Documents for the Open Space Lots contained in the 

Major Phase. 

C. Vertical Applications – Schematic Design Documents Applications 

Schematic Design Documents Applications submitted to the Agency shall be in 

the form of four (4) hard copies and one (1) digital file. A Schematic Design Documents 

Application shall include the following documents. 

1. Written Statement 

A written statement of proposal shall expand on the statements in the 

Major Phase and Sub-Phase regarding design strategy, size and use of the 

facilities provided, conformance with the Design for Development, 

sustainability measure to be considered with the addition of the structural 

system, principal building materials and floor area calculations. 

2. Data Chart 

a. Location and approximate square footage of particular land 

uses. 

b. If housing is included, a Project Data Table, as described in 

the Below-Market Rate Housing Plan. 

c. Automobile and bicycle parking provided. 

d. Building dimensions and conformance with Design for 

Development Standards. 

LEGAL_US_W # 66059889.1 E-A-16

3. Schematic Drawings 

The Schematic Drawings shall include: 

4. Model 

a. Site plan at appropriate scale showing relationships of 

buildings with their respective uses designating open 

spaces, terraces, landscaped areas, walkways, loading 

areas, streets, water elements, and adjacent uses. Adjacent 

existing and proposed street, structures, parks, and midblock 

breaks should also be shown. Scale: minimum 1/16” 

= l’. 

b. Site sections showing height relationships of those areas 

noted above. Scale: minimum 1/16” = l’. 

c. Building plans (typical floor plans, ground plane plans, roof 

plans), elevations and sections sufficient to describe the 

development proposal, the general architectural character, 

and materials proposed at appropriate scale to fully explain 

the concept. Scale: minimum 1/8” = 1’. 

d. Isometric or axonometric drawings to illustrate overall 

project and the building dimensions, bulk, setbacks, 

stepbacks, and streetwall. 

e. Detailed study materials as needed to examine critical 

urban design elements including building modulation and 

surface treatment, window systems, setback areas, building 

entries, parking and loading entries, retail storefronts, and 

rooftop elements. 

f. Conceptual design of mid-block breaks if applicable, 

including landscaping plans, travel way dimensions, 

sections, planting materials, furnishing, lighting and paving 

materials selection. 

g. Additional materials to illustrate unique building design 

elements or demonstrate conformance with design 

guidelines. 

A model shall be submitted to the Agency which shall be prepared at an 

appropriate scale indicating the exterior building design including façade 

articulation. 

LEGAL_US_W # 66059889.1 E-A-17

5. Sustainable Design Measures 

A description of the sustainable design measures, with a Green building 

checklist and submittal requirements. 

6. Perspectives, Sketches and Renderings 

Perspectives, sketches, and renderings, (and other appropriate illustrative 

materials acceptable to the Agency) as necessary to indicate the 

architectural character of the project and its relationship to the pedestrian 

level shall be submitted. Mid-rise and high-rise submittals must include 

multiple illustrations of the proposed building in relation to built and 

planned neighboring buildings. 

7. Façade Materials Board 

Samples of proposed materials and exterior colors shall be submitted to 

the Agency in a manner to allow reviewing staff and members of the 

public to understand where materials are to be used and how they relate to 

each other. Sustainability qualities of proposed materials should be 

outlined. 

D. Vertical Applications – Design Development Applications 

The Design Development Application shall include 40% working drawings that 

cover the following design elements: 

1. Site plans showing where applicable: 

a. Building relationships to landscaped areas, parking 

facilities, loading facilities, roads, sidewalks, mid-block 

connections, any transit facilities, and both public and 

private open space areas. All land uses within the subject 

parcel shall be designated. Streets and points of vehicular 

and pedestrian access shall be shown, indicating proposed 

new paving, planting and lighting if applicable. 

b. All utilities or service facilities which are a part of or link 

this project to the public infrastructure shall be shown. 

c. Grading plans depicting proposed finish site elevations. 

d. Site drainage and roof drainage. 

e. Required connections to existing and proposed utilities. 

f. All existing structures adjacent the site. 

LEGAL_US_W # 66059889.1 E-A-18

2. Building floor plans and elevations including structural system, at 

an appropriate scale (1/8” = 1’ minimum). 

3. Building sections showing typical cross sections at an appropriate 

scale, and in particular indicating street walls and adjacent open 

spaces, relationship of ground floor uses to pedestrian outdoor 

areas, and including mechanical equipment. 

4. Building details of entries, stoops, window systems, exterior 

surfaces, bays, decks, lobbies, storefronts, and roof top screening. 

5. Landscape design plans showing details of landscape elements 

including walls, fences, planting, outdoor lighting, ground surface 

materials. Appropriate reference to improvements in the City’s 

right of way and/or mid-block breaks shall be shown. 

6. Drawings showing structural, mechanical and electrical systems. 

7. Materials and colors samples as they may vary from those 

submitted for Schematic Design approval. 

8. Sign locations and design. 

9. Outline specifications for materials and methods of construction. 

10. Roof plan showing location of and screen design for all rooftop 

equipment; and roof drainage. 

E. Vertical Applications - Construction Documents 

The Construction Documents shall comply with the requirements of DBI, 

including Site Plans and Construction Drawings and Specifications ready for bidding. In 

addition, the applicant shall submit a presentation of all exterior color schedules 

including samples, if appropriate, and design drawings for all exterior signs and graphics 

before completed construction. 

LEGAL_US_W # 66059889.1 E-A-19

EXHIBIT E-B 

Documents to be Submitted for Streetscape Plans and Signage Plans 

A. Streetscape Plans. 

The Streetscape Plans shall be concept level plans that include, at a minimum, the 

following: 

1. Street Trees. The Streetscape Plan will depict the types of street tree 

species proposed (and alternative species), general location, frequency and spacing of 

tree plantings, planting size, specifications for tree wells, and relationship to the street 

hierarchy. 

2. Landscaping. The Streetscape Plan will depict typical locations for 

additional landscaping along sidewalks, in medians, or other areas of the right-of-way 

including design concepts, and species palette concepts. 

3. Lighting. The Streetscape Plan will describe lighting fixture types, 

general location and frequency. 

4. Street Furnishings. The Streetscape Plan will describe examples of 

selection of street furnishings including benches, trash/recycling receptacles, railings, 

bollards, newspaper racks, bicycle racks and kiosks. The Streetscape Plan will identify 

the general location, frequency and types of furnishing including typical streets and 

special installations at activity centers. Locations of and materials for transit facilities 

shall be coordinated with MTA. 

5. Sidewalk Treatment. The Streetscape Plan will depict generally the 

sidewalk treatment, including surface materials, scoring patterns, curb ramp designs, and 

special treatments for boulevards and retail streets. 

6. Paving, Striping and Curbing. The Streetscape Plan will depict generally 

the paving, striping, crosswalk and curbing features including traffic calming measures 

and special intersection treatments. 

7. Stormwater Treatment Measures. The Streetscape Plan will depict 

generally the stormwater treatment measures and concepts that are within the public right 

of way. 

8. Utilities. The Streetscape Plan will describe generally the preferred 

locations for utility boxes and vaults. The Streetscape Plan shall provide designs for 

appropriate vault covers and control boxes where applicable. 

The Streetscape Plan shall describe the overall circulation plans, land uses, street 

hierarchy and specific streetscape responses to the street typologies. Plans shall be 

described and illustrated with typical plans, and sections of each street in the applicable 

Project Area. Areas of special treatment or unique configurations shall be described in 

LEGAL_US_W # 66059889.1 E-B-1

greater detail. Detailed studies and images of selected materials, furnishings, trees, and 

plant species shall be provided. Conceptual details of installation standards should be 

provide where appropriate. 

B. Signage Plan. 

Building off the standards and guidelines of the Design for Development 

documents, the Signage Plans shall be concept level plans that include, at a minimum, 

signage controls including program area, text, or volume dimensions or limitations, and a 

description of any uniform signage features proposed for the plan area or, at Developer’s 

option, as to those land use categories contained in the Initial Major Phase. Uniform 

signage features for any remaining land use categories would then be submitted as part of 

the first Major Phase Application that includes such categories. The Signage Plan shall 

further provide procedures for signage review procedures, which may accompany or 

follow Vertical Approvals. All signage in the Project Area including temporary signs; 

parking and other wayfinding signs; kiosks, streetscape commercial signage, and street 

furniture-related commercial signage; but excluding standard street signs or park signage; 

shall be covered by the appropriate Signage Plan. 

LEGAL_US_W # 66059889.1 E-B-2

EXHIBIT E-C 

Submittal Schedule for Open Space Design Documents – Stadium & Non-Stadium 

Alternatives 

Notwithstanding anything to the contrary set forth in this DRDAP, the Parties 

agree that unless otherwise Approved by Developer and the Agency Director the Open 

Space Design Documents in Exhibit E-A shall be submitted according to the following 

schedule: 

STADIUM ALTERNATIVE 

Schematic Design Documents: 

Schematic Design Documents for the entire Northside Park 

including Parcels 1 and 2, the entire Waterfront Promenade North 

including Parcels 1 and 2, the entire Hunters Point Horne 

Boulevard Park including Parcels 1 and 2, Shipyard Hillside Open 

Space, Waterfront Promenade South Parcels 2A and 2B, 

Community Sports Fields Complex / Maintenance Yard, Multi-Use 

Fields, Waterfront Recreation and Education Park and the entire 

Alice Griffith Neighborhood Park including Parcels 1 and 2 shall 

be submitted with the Major Phase Application for the Initial 

Major Phase. 

Schematic Design Documents for the entire Cultural Heritage Park 

including Parcels 1 and 2, Candlestick Point Neighborhood Park, 

Boulevard Park North and Grasslands North shall be submitted 

with the Major Phase Application for Major Phase 2. 

Schematic Design Documents for Waterfront Promenade South 

Parcels 1A and 1B, Bayview Gardens, Wedge Park, Grasslands 

South, Last Port, Boulevard Park South and Candlestick Point Earl 

Boulevard Park including Parcels 1, 2 and 3 shall be submitted 

with the Major Phase Application for Major Phase 3. 

Schematic Design Documents for the Waterfront Promenade North 

Pier and Waterfront Promenade South Pier, Grassland Ecology 

Park North, Grassland Ecology Park South, Regunning Crane Pier, 

The Neck, Mini-Wedge Park, The Last Rubble, Wind Meadow, 

The Heart of the Park, The Point, Bayview Hillside Open Space 

and Jamestown Walker Slope shall be submitted with the Major 

Phase Application for Major Phase 4. 

LEGAL_US_W # 66059889.1 E-C-1

Design Development Documents: 

Design Development Documents for Northside Park Parcels 1 and 

2 shall be submitted concurrently with 65% Construction 

Documents for Improvements to be completed in the first 

associated Sub-Phase Application (Hunters Point Sub-Phase 2). 

Design Development Documents for the entire Waterfront 

Promenade North including Parcels 1 and 2, and the entire Hunters 

Point Horne Boulevard Park, including Parcels 1 and2, shall be 

submitted concurrently with 65% Construction Documents for 

Improvements to be completed in the first associated Sub-Phase 

Application (Hunters Point Sub-Phase 3). 

Design Development Documents for the Shipyard Hillside Open 

Space shall be submitted concurrently with 65% Construction 



Design Development Documents for the Waterfront Promenade 

South Parcels 2A and 2B, Community Sports Fields Complex / 

Maintenance Yard, Multi-Use Fields, and Waterfront Recreation 

and Education Park shall be submitted concurrently with 65% 

Construction Documents for Improvements to be completed in the 

first associated Sub-Phase Application (Hunters Point Sub- 

Phase 13). 

Design Development Documents for the entire Alice Griffith 

Neighborhood Park including Parcels 1 and 2 shall be submitted 

concurrently with 65% Construction Documents for Improvements 

to be completed in the first associated Sub-Phase Application 

(Candlestick Sub-Phase 4). 

Design Development Documents for Cultural Heritage Park Parcel 

1 (including Design Development Documents for historic 

buildings) shall be submitted concurrently with 65% Construction 


associated Sub-Phase Application (Hunters Point Sub-Phase 5A). 






Design Development Documents for the Candlestick Point 

Neighborhood Park, Boulevard Park North and Grasslands North 

LEGAL_US_W # 66059889.1 E-C-2

shall be submitted concurrently with 65% Construction Documents 

for Improvements to be completed in the first associated Sub- 

Phase Application (Candlestick Sub-Phase 8). 


South Parcel 1A shall be submitted concurrently with 65% 



Phase 9). 


South Parcel 1B shall be submitted concurrently with 65% 



Phase 11). 

Design Development Documents for Last Port shall be submitted 




Design Development Documents for Earl Boulevard Park 

including Parcels 1, 2 and3, and Wedge Park shall be submitted 




Design Development Documents for Bayview Gardens shall be 


Improvements to be completed in the first associated Sub- 


Design Development Documents for Grasslands South and 

Boulevard Park South shall be submitted concurrently with 65% 


first associated Sub-Phase Application (Candlestick Sub- 

Phase 12). 


North Pier and Waterfront Promenade South Pier shall be 


Improvements to be completed with the first associated Sub-Phase 


Design Development Documents for Grassland Ecology Park 

North and Grassland Ecology Park South, the Regunning Crane 

Pier, The Neck, and Mini-Wedge Park shall be submitted 

LEGAL_US_W # 66059889.1 E-C-3


to be completed with the first associated Sub-Phase Application 


Design Development Documents for The Last Rubble, Wind 

Meadow, The Heart of the Park, and The Point shall be submitted 




Design Development Documents for Bayview Hillside Open Space 

and Jamestown Walker Slope shall be submitted concurrently with 

65% Construction Documents for Improvements to be completed 

with the first associated Sub-Phase Application (Candlestick Sub- 

Phase 16). 

Construction Documents: 

100% Construction Documents for Northside Park Parcels 1 and 2 

shall be submitted at Completion of Infrastructure Improvements 

in the first associated Sub-Phase Application (Hunters Point Sub- 

Phase 2). 

100% Construction Documents for the entire Waterfront 

Promenade North including Parcels 1 and 2, and the entire Hunters 

Point Horne Boulevard Park, including Parcels 1and 2, shall be 

submitted at Completion of Infrastructure Improvements in the 


Phase 3). 

100% Construction Documents for the Shipyard Hillside Open 

Space shall be submitted at Completion of Infrastructure 

Improvements in the first associated Sub-Phase Application 

(Hunters Point Sub-Phase 6). 

100% Construction Documents for the Waterfront Promenade 

South Parcels 2A and 2B, Community Sports Fields Complex / 

Maintenance Yard, Multi-Use Fields, and Waterfront Recreation 

and Education Park shall be submitted at Completion of 

Infrastructure Improvements in the first associated Sub-Phase 


100% Construction Documents for Alice Griffith Neighborhood 

Park Parcels 1 and 2 shall be submitted at Completion of 


Application (Candlestick Sub-Phase 4). 

LEGAL_US_W # 66059889.1 E-C-4

100% Construction Documents for Cultural Heritage Park Parcel 1 

(including 100% Construction Documents for historic buildings) 



Phase 5A). 





Phase 7). 

100% Construction Documents for the Candlestick Point 



in the first associated Sub-Phase Application (Candlestick Sub- 

Phase 8). 


South Parcel 1A shall be submitted at Completion of Infrastructure 




South Parcel 1B shall be submitted at Completion of Infrastructure 



100% Construction Documents for Last Port shall be submitted at 

Completion of Infrastructure Improvements in the first associated 

Sub-Phase Application (Candlestick Sub-Phase 9). 

100% Construction Documents for Earl Boulevard Park including 

Parcels 1and 2, and Wedge Park shall be submitted at Completion 

of Infrastructure Improvements in the first associated Sub-Phase 


100% Construction Documents for Bayview Gardens shall be 



Phase 11). 

100% Construction Documents for Grasslands South and 

Boulevard Park South shall be submitted at Completion of 



LEGAL_US_W # 66059889.1 E-C-5





Phase 14). 

100% Construction Documents for Grassland Ecology Park North 

and Grassland Ecology Park South, the Regunning Crane Pier, The 

Neck, and Mini-Wedge Park shall be submitted at Completion of 



100% Construction Documents for The Last Rubble, Wind 

Meadow, The Heart of the Park, and The Point shall be submitted 

at Completion of Infrastructure Improvements in the first 

associated Sub-Phase Application (Candlestick Sub-Phase 15). 

100% Construction Documents for Bayview Hillside Open Space 

and Jamestown Walker Slope shall be submitted at Completion of 



NON-STADIUM ALTERNATIVE 

Schematic Design Documents: 

Schematic Design Documents for the entire Northside Park 

including Parcels 1 and 2, the entire Waterfront Promenade North 

including Parcels 1 and 2, the entire Hunters Point Horne 

Boulevard Park including Parcels 1and 2, Shipyard Hillside Open 

Space, and the entire Alice Griffith Neighborhood Park including 

Parcels 1 and 2 shall be submitted with the Major Phase 

Application for the Initial Major Phase. 

Schematic Design Documents for the entire Cultural Heritage Park 

including Parcels 1 and 2, and Waterfront Promenade South 

Parcels 2A and 2B shall be submitted with the Major Phase 

Application for Major Phase 2. 

Schematic Design Documents for, Waterfront Promenade South 

Parcels 1A and 1B, Shipyard South Park, Shipyard Wedge Park, 

Shipyard Neighborhood Park, Community Sports Fields Complex / 

Maintenance Yard, Shipyard Mini Park, Multi-Use Fields, 

Waterfront Recreation and Education Park, and the Regunning 

Crane Pier, Shipyard South Boulevard Park, Candlestick Point 

Neighborhood Park, Bayview Gardens, Wedge Park, Grasslands 

North, Boulevard Park North, Last Port, Candlestick Point Earl 

LEGAL_US_W # 66059889.1 E-C-6

Boulevard Park including Parcels 1and 2, and Bayview Hillside 

Open Space and Jamestown Walker Slope shall be submitted with 

the Major Phase Application for Major Phase 3. 

Schematic Design Documents for the Waterfront Promenade North 

Pier and Waterfront Promenade South Pier, Grassland Ecology 

Park North, Grassland Ecology Park South, Grasslands South, 

Boulevard Park South, The Neck, Mini-Wedge Park, The Last 

Rubble, Wind Meadow, The Heart of the Park, The Point, shall be 

submitted with the Major Phase Application for Major Phase 4. 

Design Development Documents: 

Design Development Documents for Northside Park Parcels 1 and 

2 shall be submitted concurrently with 65% Construction 



Design Development Documents for the entire Waterfront 

Promenade North, including Parcels 1 and 2, and the entire 

Hunters Point Horne Boulevard Park, including Parcels 1 and 2, 



Phase Application (Hunters Point Sub-Phase 3). 

Design Development Documents for the Shipyard Hillside Open 

Space shall be submitted concurrently with 65% Construction 



Design Development Documents for the entire Alice Griffith 

Neighborhood Park Parcels 1 and 2 shall be submitted 




Design Development Documents for Cultural Heritage Park 

Parcel 1 (including Design Development Documents for historic 



associated Sub-Phase Application (Hunters Point Sub-Phase 5A). 






LEGAL_US_W # 66059889.1 E-C-7


South Parcels 2A and 2B shall be submitted concurrently with 65% 



Phase 12). 


South Parcel 1A shall be submitted concurrently with 65% 



Phase 9). 


South Parcel 1B shall be submitted concurrently with 65% 



Phase 11). 

Design Development Documents for Shipyard South Park shall be 




Design Development Documents for Shipyard Wedge Park, 

Shipyard Neighborhood Park, and the Community Sports Fields 

Complex / Maintenance Yard shall be submitted concurrently with 

65% Construction Documents for Improvements to be completed 


Phase 14). 

Design Development Documents for Shipyard Mini Park, Multi- 

Use Fields, Waterfront Recreation and Education Park, and 

Regunning Crane Pier shall be submitted concurrently with 65% 



Phase 15). 

Design Development Documents for Shipyard Boulevard Park 



Phase Application (Hunters Point Sub-Phase 16). 

Design Development Documents for the Candlestick Point 





LEGAL_US_W # 66059889.1 E-C-8

Design Development Documents for Last Port shall be submitted 




Design Development Documents for Earl Boulevard Park 

including Parcels 1, 2and 3, and Wedge Park shall be submitted 




Design Development Documents for Bayview Gardens shall be 



Application (Candlestick Sub-Phase 11A). 

Design Development Documents for Bayview Hillside Open Space 

and Jamestown Walker Slope Parcels shall be submitted 







Improvements to be completed with the first associated Sub-Phase 


Design Development Documents for Grasslands South and 

Boulevard Park South shall be submitted concurrently with 65% 



Phase 12). 

Design Development Documents for Grassland Ecology Park 

North, Grassland Ecology Park South, The Neck and Mini-Wedge 

Park shall be submitted concurrently with 65% Construction 

Documents for Improvements to be completed with the first 


Design Development Documents for The Last Rubble, Wind 

Meadow, The Heart of the Park, and The Point, shall be submitted 




LEGAL_US_W # 66059889.1 E-C-9

Construction Documents: 

100% Construction Documents for Northside Park Parcels 1 and 2 



Phase 2). 

100% Construction Documents for the entire Waterfront 

Promenade North, including Parcels 1 and 2, and the entire 

Hunters Point Horne Boulevard Park, including Parcels 1 and 2, 



Phase 3). 

100% Construction Documents for the Shipyard Hillside Open 

Space shall be submitted at Completion of Infrastructure 



100% Construction Documents for the entire Alice Griffith 

Neighborhood Park Parcels 1 and 2 shall be submitted at 







Phase 5A). 





Phase 7). 


South Parcels 2A and 2B shall be submitted at Completion of 




South Parcel 1A shall be submitted at Completion of Infrastructure 



LEGAL_US_W # 66059889.1 E-C-10


South Parcel 1B shall be submitted at Completion of Infrastructure 



100% Construction Documents for Shipyard South Park shall be 



Phase 13). 

100% Construction Documents for Shipyard Wedge Park, 

Shipyard Neighborhood Park, and the Community Sports Fields 

Complex / Maintenance Yard shall be submitted at Completion of 



100% Construction Documents for Shipyard Mini Park, Multi-Use 

Fields, Waterfront Recreation and Education Park, and Regunning 

Crane Pier shall be submitted at Completion of Infrastructure 



100% Construction Documents for Shipyard Boulevard Park shall 

be submitted at Completion of Infrastructure Improvements in the 


Phase 16). 

100% Construction Documents for the Candlestick Point 




Phase 8). 

100% Construction Documents for Last Port shall be submitted at 



100% Construction Documents for Earl Boulevard Park including 

Parcels 1, 2, and 3, and Wedge Park shall be submitted at 



100% Construction Documents for Bayview Gardens shall be 



Phase 11A). 

LEGAL_US_W # 66059889.1 E-C-11

100% Construction Documents for Bayview Hillside Open Space 

and Jamestown Walker Slope shall be submitted at Completion of 







Phase 17). 

100% Construction Documents for Grasslands South and 

Boulevard Park South shall be submitted at Completion of 



100% Construction Documents for Grassland Ecology Park North, 

Grassland Ecology Park South, The Neck and Mini-Wedge Park 



Phase 14). 

100% Construction Documents for The Last Rubble, Wind 

Meadow, The Heart of the Park, and The Point, shall be submitted 

at Completion of Infrastructure Improvements in the first 


LEGAL_US_W # 66059889.1 E-C-12

LEGAL_US_W # 68032698.1 

RIDER 2 

Bayview Hunters Point Employment and Contracting Policy 

[ ATTACHED ]

Exhibit A 

Redevelopment Agency of the 

City and County of San Francisco 

BAYVIEW HUNTERS POINT 

EMPLOYMENT AND CONTRACTING POLICY 

Adopted __________, 2007 

Resolution No. ______-2007

Bayview Hunters Point Table of Contents 

Employment and Contracting Policy 


I. PURPOSE ................................................................................................................ 1 

A. PURPOSE................................................................................................................................1 

II. HIRING GOALS ....................................................................................................... 2 

A. CONSTRUCTION WORKFORCE HIRING GOAL ............................................................................ 2 

B. PERMANENT / TEMPORARY WORKFORCE GOAL........................................................................ 2 

C. TRAINEE GOALS ...................................................................................................................... 2 

III. DEFINITIONS........................................................................................................... 2 

IV. APPLICATION OF POLICY BY PROJECT TYPE .................................................. 4 

A. AGENCY ACTION PROJECTS .................................................................................................... 4 

B. PRIVATE SIGNIFICANT PROJECTS............................................................................................. 5 

C. CITYBUILD AND PUBLIC IMPROVEMENTS................................................................................... 6 

D. SMALL PRIVATE PROJECTS...................................................................................................... 6 

V. TERM ....................................................................................................................... 7 

VI. APPLICABLE COMMUNITY REDEVELOPMENT LAWS ....................................... 7 

VII. CONSTRUCTION WORKFORCE HIRES ................................................................ 8 

A. PROCEDURES FOR CONSTRUCTION WORKFORCE HIRES.......................................................... 8 

1. COMPLIANCE WITH THE POLICY................................................................................................... 8 

2. EXECUTE EMPLOYMENT AND CONTRACTING AGREEMENT ............................................................ 8 

3. SUBMISSION OF LABOR FORCE PROJECTIONS AND OTHER DATA.................................................. 9 

4. SUBMIT SUBCONTRACTOR INFORMATION FORM........................................................................... 9 

5. PRECONSTRUCTION MEETING..................................................................................................... 9 

6. SUBMIT CONSTRUCTION WORKER REQUEST FORM ..................................................................... 9 

7. RESPONSE FROM CBO .............................................................................................................. 9 

8. ACTION BY CONTRACTOR WHEN REFERRALS AVAILABLE ........................................................... 10 

9. ACTION BY CONTRACTOR WHEN REFERRALS UNAVAILABLE ....................................................... 10 

10. ACTION BY CONTRACTOR WHEN NO RESPONSE FROM CBO ..................................................... 10 

11. ACTION BY CONTRACTOR WHEN NO RESPONSE FROM UNION ................................................... 11 

12. HIRING APPRENTICES............................................................................................................... 11 

13. TERMINATION AND REPLACEMENT OF REFERRALS ..................................................................... 11 

B. REPORTING REQUIREMENTS FOR CONSTRUCTION WORKFORCE ............................................ 11 

1. SUBMISSION OF CERTIFIED PAYROLL REPORTS ......................................................................... 11 

2. CONTENTS OF CERTIFIED PAYROLL REPORTS ........................................................................... 12 

Adopted Resolution No. ii 11-20-07



3. ADDITIONAL INFORMATION........................................................................................................ 12 

4. REPORT ON TERMINATIONS ...................................................................................................... 12 

5. INSPECTION OF RECORDS ........................................................................................................ 12 

6. FAILURE TO SUBMIT REPORTS.................................................................................................. 12 

7. SUBMISSION OF GOOD FAITH EFFORT DOCUMENTATION ............................................................ 13 

8. CODING CERTIFIED PAYROLLS.................................................................................................. 13 

VIII. TRAINEE HIRES .................................................................................................... 14 

A. PROCEDURES FOR TRAINEE HIRES........................................................................................ 14 

1. COMPLIANCE WITH THE POLICY................................................................................................. 14 

2. EXECUTE EMPLOYMENT AND CONTRACTING AGREEMENT .......................................................... 14 

3. CONTACT EDUCATIONAL INSTITUTIONS...................................................................................... 15 

4. RESPONSE FROM EDUCATIONAL INSTITUTIONS .......................................................................... 15 

5. ACTION BY DESIGN PROFESSIONALS WHEN REFERRALS AVAILABLE........................................... 15 

6. ACTION BY DESIGN PROFESSIONALS WHEN REFERRALS UNAVAILABLE....................................... 15 

7. ACTION BY DESIGN PROFESSIONAL WHEN NO RESPONSE FROM EDUCATIONAL INSTITUTIONS..... 16 

8. TERMINATION OF TRAINEE FOR CAUSE...................................................................................... 16 

B. REPORTING REQUIREMENTS FOR TRAINEE HIRES.................................................................. 16 

1. ANNUAL REPORTING ................................................................................................................ 16 

2. REPORT ON TERMINATIONS ...................................................................................................... 16 

IX. PERMANENT / TEMPORARY WORKFORCE POLICY ........................................ 17 

A. PERMANENT / TEMPORARY WORKFORCE HIRES..................................................................... 17 

1. POLICY STATEMENT ................................................................................................................. 17 

2. COMPLIANCE WITH THE POLICY................................................................................................. 17 

3. NEGOTIATE AND EXECUTE EMPLOYMENT AND CONTRACTING AGREEMENT ................................. 17 

4. REVIEW OF PERMANENT / TEMPORARY WORKFORCE POLICY..................................................... 17 

X. AGENCY EQUAL OPPORTUNITY PROGRAM .................................................... 18 

A. COMPLIANCE WITH AGENCY’S EQUAL OPPORTUNITY PROGRAM.............................................. 18 

1. SMALL BUSINESS ENTERPRISE PROGRAM ................................................................................. 18 

2. NONDISCRIMINATION IN CONTRACTS AND EQUAL BENEFITS POLICY............................................ 18 

3. MINIMUM COMPENSATION POLICY AND HEALTH CARE ACCOUNTABILITY POLICIES....................... 18 

4. AGENCY’S PREVAILING WAGE POLICY....................................................................................... 19 

XI. EMPLOYMENT AND CONTRACTING POLICY - ADDITIONAL PROVISIONS.... 19 

1. DESIGNATE A POINT OF CONTACT............................................................................................. 19 

2. NO RETALIATION...................................................................................................................... 19 

3. NO DISCRIMINATION................................................................................................................. 19 

Adopted Resolution No. iii 11-20-07



4. COLLECTIVE BARGAINING EXCLUSION ....................................................................................... 20 

5. NO CONFLICT WITH STATE OR FEDERAL LAW ............................................................................ 20 

6. EXISTING WORKFORCE ............................................................................................................ 20 

7. USE OF DEBARRED ENTITIES PROHIBITED................................................................................. 20 

8. INCORPORATION ...................................................................................................................... 20 

9. SEVERABILITY.......................................................................................................................... 20 

10. WAIVER................................................................................................................................... 21 

XII. ARBITRATION OF DISPUTES .............................................................................. 21 

1. ARBITRATION BY AAA .............................................................................................................. 21 

2. DEMAND FOR ARBITRATION ...................................................................................................... 21 

3. PARTIES’ PARTICIPATION.......................................................................................................... 21 

4. AGENCY REQUEST TO AAA ...................................................................................................... 21 

5. SELECTION OF ARBITRATOR ..................................................................................................... 21 

6. SETTING OF ARBITRATION HEARING.......................................................................................... 22 

7. DISCOVERY ............................................................................................................................. 22 

8. CALIFORNIA LAW APPLIES ........................................................................................................ 22 

9. ARBITRATION REMEDIES AND SANCTIONS ................................................................................. 22 

10. ARBITRATOR’S DECISION.......................................................................................................... 23 

11. DEFAULT AWARD; NO REQUIREMENT TO SEEK AN ORDER COMPELLING ARBITRATION ................ 23 

12. ARBITRATOR LACKS POWER TO MODIFY ................................................................................... 23 

13. JURISDICTION/ENTRY OF JUDGMENT ......................................................................................... 23 

Adopted Resolution No. iv 11-20-07

Bayview Hunters Point Purpose 


I. PURPOSE 

A. Purpose 

1. Pursuant to California Community Redevelopment Law (“CRL”) and consistent 

with long standing practice, the San Francisco Redevelopment Agency (“Agency”) hereby adopts 

this Employment and Contracting Policy to ensure training and employment opportunities for 

lower-income residents in the Bayview Hunters Point (“BVHP”) Redevelopment Project Area, 

including residents in the 94124 zip code, subject to the criteria set forth below. 

2. In adopting the BVHP Redevelopment Plan, the Agency and the City and County of 

San Francisco (“City”) have made a commitment to vigorous equal opportunity and diversity in 

employment. Thus, the Agency has proposed programs to encourage local hiring and contracting 

by the private sector engaged in development in the Project Area. 

3. This BVHP Employment and Contracting Policy is designed to ensure that Agency 

Action Projects and private Significant Projects (which do not receive Agency assistance), provide 

employment opportunities for lower-income BVHP Residents and San Francisco Residents in the 

areas of construction, professional services, and permanent jobs. This Policy will supplement and 

not supplant the existing Agency employment and contracting policies found in the Agency’s Equal 

Opportunity Program and the Agency Purchasing Policy, which are briefly summarized in Section 

X. The Employment and Contracting Policy seeks to provide economic benefits to existing BVHP 

Residents and San Francisco Residents from redevelopment activities within the Project Area. 

BVHP Residents have disproportionately lower income levels. As part of this policy, residents will 

be referred by the CBOs (defined below) that serve San Francisco lower-income residents. 

Therefore, the BVHP residential preference fulfills the purpose of providing economic opportunity 

to lower-income residents. 

4. This Employment and Contracting Policy meets or exceeds the requirements of the 

City of San Francisco’s Administrative Code Chapter 83 (First Source policy) and CityBuild 

Program. Thus, entering into and complying with the terms of an Employment and Contracting 

Policy Agreement will satisfy the requirements of the City’s First Source Policy. It is also intended 

to satisfy the requirements of Health and Safety Code Section 33422.3 which states that for any 

contract over $100,000, the Agency may set specific percentages by craft or trade for the 

employment of available project area residents. 

5. The Agency is committed to facilitating Project Sponsor, Contractor and Employer 

access to and the hiring of qualified BVHP and San Francisco Residents. To further this goal, the 

Agency will continue to contract with CBOs to provide education and referral programs and 

services which will allow BVHP and San Francisco Residents to be considered for employment. 

6. The Agency and the Planning Department of the City and County of San Francisco 

(“Planning”) entered into a delegation agreement as of September 19, 2006 (the “Delegation 

Agreement”). Per the Delegation Agreement, Planning shall not approve a Significant Project in 

the Project Area unless the Project Sponsor has entered into an Employment and Contracting 

Agreement(s) with the Agency. Ongoing compliance with such Agreements(s) shall become a 

condition of the permit. 

7. This Employment and Contracting Policy shall be effective on or after ______, 2007 

(“Effective Date”). 

Adopted Resolution No. 1 11-20-07

Bayview Hunters Point Hiring Goals 


8. The Agency and the PAC shall review the effectiveness of the new Employment 

and Contracting Policy after one (1) year of implementation. 

II. HIRING GOALS 

A. Construction Workforce Hiring Goal 

1. The Employment and Contracting Policy has a goal that fifty percent (50%) of 

construction workforce hires for each trade be qualified BVHP Residents and then San Francisco 

Residents with First Consideration to BVHP Residents. This goal is expressed as a percentage of 

each Contractor’s total hours of employment and training by trade on the project. The procedure 

for meeting the construction workforce goal is set forth in Section VII. 

B. Permanent / Temporary Workforce Goal 

1. The Employment and Contracting Policy has a goal that fifty percent (50%) of 

permanent / temporary workforce hires be qualified BVHP Residents and then San Francisco 

Residents with First Consideration given to BVHP Residents. The procedure for meeting the 

permanent / temporary workforce goal is set forth in Section IX. 

C. Trainee Goals 

1. The Employment and Contracting Policy requires that all design professionals 

(architects, engineers, planners, and environmental consultants) on contracts over $100,000, hire 

qualified BVHP Residents and then San Francisco Residents with First Consideration given to 

BVHP Residents as trainees. The trainee hiring goal for architects, engineers and other design 

professionals is based upon the total amount of the design professional’s contract as follows: 

Trainees Design Professional Fees 

0 $ 0 - $ 99,000 

1 $100,000 - $ 249,999 

2 $250,000 - $ 499,999 

3 $500,000 - $ 999,999 

4 $1,000,000 - $1,499,999 

5 $1,500,000 - $1,999,999 

6 $2,000,000 - $4,999,999 

7 $5,000,000 - $7,999,999 

8 $8,000,000 - or more 

2. The procedure for meeting the trainee hiring goal is set forth in Section VIII. 

III. DEFINITIONS 

1. Agency-Action Project means, as applicable, the Agency’s funding (including 

conduit bond financing), acquisition, disposition, or development of property through a 

Development and Disposition Agreement (“DDA”), Owner Participation Agreement (“OPA”), loan 

agreement, grant agreement or other transactional and/or funding documents between a Project 

Sponsor and the Agency, provided however, that the Agency’s Model Block Program is excluded 

from this definition, as it will contain its own local hiring and contracting requirements. 


Bayview Hunters Point Definitions 


2. Agency Compliance Officer means the Agency’s Contract Compliance Specialist 

assigned to oversee the Project Sponsor’s compliance with the requirements of the Employment and 

Contracting Policy Agreement. 

3. Agreement means an Employment and Contracting Agreement entered into between 

the Agency and the Project Sponsor pursuant to this Employment and Contracting Policy. 

4. Arbitration Parties means the Agency, Project Sponsor, Contractors, Employers 

and all persons who attend the arbitration hearing pursuant to Section XII, as well as those persons 

and Project Sponsors who are subject to a default award provided that all of the requirements in 

Section XII (11) have been met. 

5. BVHP Resident means, for the purposes of this Employment and Contracting Policy 

only, any person who resides in the BVHP Project Area or within the 94124 zip code as it is defined 

on the Effective Date. 

6. CBO means any community based organization that provides training, education and 

referral services to BVHP Residents, including but not limited to: 

Young Community Developers, Inc., 1715 Yosemite Avenue, San Francisco, CA 94124, 

(415) 822-3491; 

Mission Hiring Hall, 3042 – 16 th Street, San Francisco, CA 94103, (415) 626-1919 

(Construction jobs only); 

South of Market Employment Center, 288 – 7 th Street, San Francisco, CA 94103, (415) 865-2105 

(Permanent Jobs only) and 

Ella Hill Hutch Community Center, 1050 McAllister Street, San Francisco, CA 94115, 

(415) 921-6276 

7. City means the City and County of San Francisco. 

8. Commercial Project means (for purposes of this Employment and Contracting 

Policy only): (1) any building permit application for a commercial activity over 25,000 square feet 

in floor area and involving new construction, an addition, or alteration which results in over 

$2,000,000 in improvements as stated on the City’s building permit application (including any 

tenant improvements covered by said building permit); or (2) any application which requires 

discretionary action by the City's Planning Commission relating to a commercial activity over 

25,000 square feet including, but not limited to conditional use project authorization under San 

Francisco Planning Code section 309, and office development under San Francisco Planning Code 

Sections 320, et seq. 

9. Contractor means any person(s), firm, partnership, corporation (whether for profit 

or nonprofit), or combination thereof, who is a general contractor, subcontractor (regardless of tier) 

or consultant working on: (i) an Agency Action Project, (ii) a Significant Project in the Project 

Area, or (iii) a development project when the Project Sponsor has voluntarily subscribed to this 

Employment and Contracting Policy. 

10. Delegation Agreement means the delegation agreement between the Agency and 

Planning dated September 19, 2006 as such agreement may be amended from time to time. 

11. Employer means any person(s), firm, partnership, corporation (whether for profit or 

nonprofit), or combination thereof, who owns or operates a retail or commercial business which is 

part of: (i) an Agency Action Project, (ii) a Significant Project in the Project Area, or (iii) a 


Bayview Hunters Point Definitions 


development project when the Project Sponsor has voluntarily subscribed to this Employment and 

Contracting Policy. 

12. Employment and Contracting Agreement or (“Agreement”) means the written 

agreement entered into between the Project Sponsor and the Agency which details the particular 

requirements the Project Sponsor must meet in order to be in compliance with this Employment and 

Contracting Policy. 

13. First Consideration means that a Project Sponsor, Contractor and/or Employer shall 

give first consideration to qualified BVHP Residents in accordance with Section VII.A. (6) - (8) of 

this Employment and Contracting Policy and then to San Francisco residents for hiring 

opportunities in the areas of construction workforce, permanent / temporary workforce and trainee 

hires prior to offering the hiring opportunity to other applicants. 

14. Housing Project means (for purposes of this Employment and Contracting Policy 

only) new construction, an addition, a conversion, or substantial rehabilitation that results in the 

creation or addition of ten or more residential units. 

15. PAC means the Bayview Hunters Point Project Area Committee. 

16. Planning means the Planning Department and/or the Planning Commission of the 

City and County of San Francisco. 

17. Position means a permanent / temporary position not related to construction or 

construction trades. 

18. Project Area means the Bayview Hunters Point Project Areas as delineated in the 

Bayview Hunters Point Redevelopment Plan, adopted June 1, 2006 and recorded June 23, 2006, 

(Document Number 2006I199495) as it may be amended from time to time. 

19. Project Sponsor means the developer of commercial space or new housing units 

defined herein as a Significant Project in the Project Area. 

20. San Francisco Resident means any person who resides in the City and County of 

San Francisco. 

21. Significant Project means, for purposes of this Employment and Contracting Policy 

only, a Commercial Project or Housing Project as defined in this Employment and Contracting 

Policy. 

IV. APPLICATION OF POLICY BY PROJECT TYPE 1 

A. Agency Action Projects 

1. The Employment and Contracting Policy is mandatory for Agency Action Projects. 

Agency Action Projects will require the Project Sponsor to execute an Employment and Contracting 

Agreement with the Agency as a condition of approval. The construction workforce goal, 

permanent / temporary workforce goal and the trainee hiring goal for professional services contracts 

all apply to this type of project. 

1 

Page 24 contains a BVHP Employment and Contracting Policy Matrix which also gives an overview of the 

application of the policy by project type. 


Bayview Hunters Point Application of Policy by Project Type 


2. Additionally, the Agency’s Small Business Enterprise (“SBE”) Program, as 

amended from time to time, will apply when Project Sponsors on Agency Action Projects contracts 

for professional / personal services related to the project, such as planning studies, building and/or 

landscape design, economic or feasibility studies, community outreach services, printing or graphic 

production. The SBE participation goal is a good faith effort that 50% of the subcontracting 

opportunities go to Agency certified SBEs with First Consideration given to SBEs within the 

Project Area. 

3. In addition to the local hiring and small business contracting programs listed above, 

Project Sponsors will be required to comply with the Agency’s Equal Opportunity Program which 

include: 

o Nondiscrimination in Contracts and Equal Benefits Policy 

o Minimum Compensation Policy 

o Health Care Accountability Policy 

o Agency Prevailing Wage Policy (Labor Standards) 

4. The Agency’s Equal Opportunity Program is described briefly in Section X. 

5. The requirements of the Employment and Contracting Policy and the Agency’s 

Equal Opportunity Policies will be incorporated into an Agreement. The Agency’s Executive 

Director will review and approve the Agreement on behalf of the Agency. Adherence to the 

Agreement shall be monitored by the Agency’s Contract Compliance Division. Agency staff shall 

periodically report to the BVHP PAC and the Agency Commission on the compliance status of 

Agency Action Projects. 

B. Private Significant Projects 

1. The Employment and Contracting Policy is mandatory for private Significant 

Projects (not requiring Agency assistance) in the Project Area that exceed the following thresholds: 

Housing Projects: new construction, an addition, a conversion, or substantial 

rehabilitation that results in the creation or addition of ten or more residential units ; 

or 

Commercial Projects: (1) any building permit application for a commercial activity 

over 25,000 square feet in floor area and involving new construction, an addition, or 

alteration which results in over $2,000,000 in improvements as stated on the City’s 

building permit application (including any tenant improvements covered by said 

building permit); or (2) any application which requires discretionary action by the 

City's Planning Commission relating to a commercial activity over 25,000 square 

feet including, but not limited to conditional use project authorization under San 

Francisco Planning Code section 309, and office development under San Francisco 

Planning Code Sections 320, et seq. 

2. Private Significant Projects shall be entitled by Planning as set forth in the 

Delegation Agreement and will require the Project Sponsor to execute an Employment and 

Contracting Agreement with the Agency as a condition of approval. The construction workforce 




goal, permanent / temporary workforce goal and the trainee hiring goal for professional services 

contracts all apply to this type of project. 

3. In addition to the hiring program, Project Sponsors will be encouraged to subscribe 

voluntarily to the Agency’s Equal Opportunity Program which include: 

o Small Business Enterprise Program 




o Prevailing Wage Provisions (Labor Standards) 


5. The mandatory programs and the programs which the Project Sponsor has 

voluntarily subscribed to, if any, will be incorporated into an Agreement and at that point become 

mandatory. The Agency’s Executive Director will review and approve the Agreement on behalf of 

the Agency. Adherence to the Agreement shall be monitored by the Agency’s Contract Compliance 

Division. Agency staff shall periodically report to the BVHP PAC and the Agency Commission on 

the compliance status of private Significant Projects. 

C. CityBuild and Public Improvements 

1. While not part of the Employment and Contracting Policy, the CityBuild workforce 

initiative applies to all public infrastructure and other public improvements projects that the City 

funds in the Project Area. CityBuild is an initiative of the Mayor’s Office of Economic and 

Workforce Development, in partnership with other City departments, that utilizes City-sponsored 

construction as a vehicle to deliver training and employment opportunities to San Francisco 

residents. When the Agency is providing additional funding for a City funded public project, 

Agency staff shall work with CityBuild and the lead City department to consider implementation of 

elements of the Agency Employment and Contacting Policy as well as the Equal Opportunity 

Program. 

2. The purpose of CityBuild is to ensure equal employment opportunities for San 

Francisco residents of all backgrounds and genders in construction workforce activities provided 

under City-sponsored construction projects. CityBuild establishes a goal of 50% participation for 

San Francisco residents in each trade for total hours worked on a project. CityBuild creates a 

single, responsible and accountable entity, Mayor’s Office of Economic and Workforce 

Development, to direct construction employment and training efforts across projects and 

departments and develops trained, committed men and women to become the construction 

workforce of the future. 


D. Small Private Projects 

1. The Employment and Contracting Policy does not mandate local hiring or 

contracting for purely private projects that fall below the threshold of Significant Projects. 




However, Project Sponsors will be encouraged to subscribe voluntarily to the following Agency’s 

Equal Opportunity Programs and other policies which include: 

o BVHP Employment and Contracting Policy 

o Small Business Enterprise Policy 




o Agency Prevailing Wage Policy (Labor Standards) 

V. TERM 


1. The term for meeting the obligations under the Employment and Contracting Policy 

(“Term”) shall be as follows: 

For Construction Workforce – From the date of the Employment and Contracting 

Agreement until two (2) years thereafter or the expiration of the building permit for the project, 

whichever is later. 

For Trainee Hiring – From the date of the Employment and Contracting Agreement 

until two (2) years thereafter or the expiration of the building permit for the project, whichever is 

later. 

For Permanent / Temporary Workforce – Up to ten (10) years from the date of the 

temporary certificate of occupancy per building , as determined through good faith negotiations 

between the Project Sponsor and the Agency based upon the anticipated number of permanent 

and/or temporary positions created by the Project. 

VI. APPLICABLE COMMUNITY REDEVELOPMENT LAWS 

1. The Employment and Contracting Policy is designed to further the objectives of the 

Community Redevelopment Law that redevelopment project areas support local businesses and 

lower-income BVHP Residents in the revitalization efforts of the Agency. Specifically, the 

Community Redevelopment law (which is codified in the California Health and Safety Code) states: 

33422.1. Preference in Awarding Contracts to Local Businesses. 

To the greatest extent feasible, contracts for work to be performed in connection with any 

redevelopment project shall be awarded to business concerns which are located in, or owned in the 

substantial part by persons residing in, the project area. 

33422.3. Agency Specification of Workmen to be Lower-Income Project Area Residents 

for Certain Contracts. 

To insure training and employment opportunities for lower-income project area residents, 

the agency may specify in the call for bids for any contract over one hundred thousand dollars 

($100,000) for work to be performed in connection with any redevelopment project that project area 


Bayview Hunters Point Applicable Community Redevelopment Laws 


residents, if available, shall be employed for a specified percentage of each craft or type of 

workmen needed to execute the contract or work. 

33423. Prevailing Wage Rates Required. 

Before awarding any contract for such work to be done in a project, the agency shall 

ascertain the general prevailing rate of per diem wages in the locality in which the work is to be 

performed, for each craft or type of workman needed to execute the contract or work, and shall 

specify in the call for bids for the contract and in the contract such rate and the general prevailing 

rate for regular holiday and overtime work in the locality, for each craft or type of workman needed 

to execute the contract. 

33424. Payment of Prevailing Wages. 

The contractor to whom the contract is awarded and any subcontractor under him shall pay 

not less than the specified prevailing rate of wages to all workmen employed in the execution of the 

contract. 

33425. Penalty for Noncompliance with Prevailing Wages. 

As a penalty to the agency which awarded the contract, the contractor shall forfeit ten 

dollars ($10) for each calendar day or portion thereof for each workman paid less than the stipulated 

prevailing rates for any public work done under the contract by him or by any subcontractor under 

him. A stipulation to this effect shall be included in the contract. 

33426. Record of Wages. 

Each contractor and subcontractor shall keep an accurate record showing the name, 

occupation, and actual per diem wages paid to each workman employed by him in connection with 

the work. The record shall be kept open at all reasonable hours to the inspection of the agency. 

VII. CONSTRUCTION WORKFORCE HIRES 2 

A. Procedures For Construction Workforce Hires 

1. Compliance with the Policy 

The Project Sponsor agrees and will require each Contractor and all subcontractors to use its 

good faith efforts to employ 50% of its construction workforce hires by trade and by hours from 

qualified BVHP Residents and then San Francisco Residents with First Consideration to BVHP 

Residents. Project Sponsors and Contractors will be deemed in compliance with this Employment 

and Contracting Policy by meeting or exceeding the goal or by taking the following steps in good 

faith towards compliance. 

2. Execute Employment and Contracting Agreement 

The Project Sponsor shall execute an Agreement which details the requirements of the 

Employment and Contracting Policy, as well as the Agency’s Equal Opportunity Program, if 

2 The same procedure for construction workforce hires applies to all Project Sponsors regardless of whether the 

project is an Agency Action, private Significant Project, or small Private Project when the Project Sponsor has 

voluntarily subscribed to the Employment and Contracting Policy. 


Bayview Hunters Point Construction Workforce Hires 


applicable. The Project Sponsor shall incorporate by reference or attach the Agreement to its 

contract with the general contractor. The general contractor shall do the same in its contracts with 

its subcontractors. Thus, each Contractor will be obligated to comply with the terms of the 

Agreement. The Project Sponsor and/or Contractors shall retain the executed Agreements and 

make them available to the Agency Compliance Officer upon request. 

3. Submission of Labor Force Projections and Other Data 

The general contractor shall submit, to the extent available, labor force projections to the 

Compliance Officer within two (2) weeks of award. 

4. Submit Subcontractor Information Form 

The general contractor shall submit to the Compliance Officer the Subcontractor 

Information Forms, twenty-four (24) hours prior to the preconstruction meeting. The Subcontractor 

Information Forms are available from the Compliance Officer upon request. 

5. Preconstruction Meeting 

The general contractor shall hold a preconstruction meeting which shall be attended by the 

Compliance Officer, the CBO assigned to the proposed project, all prime contractor(s) and all 

subcontractor(s). The preconstruction meeting shall be scheduled between two (2) days and thirty 

(30) days prior to the start of construction at a time and place convenient to all attendees. The 

purpose of the meeting is to discuss: the hiring goals, workforce composition, role of the CBOs, 

worker referral process, certified payroll reporting, procedure for termination and replacement of 

workers covered by this policy and to explore any anticipated problems in complying with the 

Employment and Contracting Policy. All questions regarding how this Employment and 

Contracting Policy applies to the Project Sponsor, general contractor, subcontractors and 

consultants should be answered at this meeting. Failure to hold or attend at least one (1) 

preconstruction meeting will be a breach of this Employment and Contracting Policy that may result 

in the Agency ordering a suspension of work until the breach has been cured. Suspension under 

this provision is not subject to arbitration. 

6. Submit Construction Worker Request Form 

For the Term of the Agreement, each time the Project Sponsor or Contractor seeks to hire 

workers for the construction or rehabilitation of improvements, they must first submit, by fax, email 

or hand delivery, an executed construction worker request form to the CBO. Preferably this request 

will be submitted at least two (2) business days before the workers are needed. However, requests 

with less than two (2) business days notice will be accepted. The construction worker request form 

will indicate generally: the number of workers needed, duration needed, required skills or trade and 

date/time to report. The construction worker request form is available from the CBO or 

Compliance Officer upon request. 

7. Response from CBO 

The CBO shall respond, in writing, via fax, email or hand delivery to each request for 

construction workers. The response shall state that the CBO was able to satisfy the request in full, 

in part or was unable to satisfy the request. The CBOs shall look to their own referral lists, as well 

as confer with other CBOs and CityBuild in an attempt to find qualified BVHP Residents and San 




Francisco Residents. If the CBO is able to satisfy the request in full or in part, it shall direct the 

qualified BVHP Resident(s) or San Francisco Resident(s) to report to the Contractor on the date and 

time indicated in the request. If the CBO is unable to satisfy the request, then the CBO shall send a 

fax or email stating that no qualified BVHP Residents or San Francisco Residents are currently 

available. 

8. Action by Contractor When Referrals Available 

The Project Sponsor or Contractor whose request has been satisfied in full or in part shall 

make the final determination of whether the BVHP Residents or San Francisco Residents are 

qualified for the positions and the ultimate hiring decision. The Agency strongly encourages the 

Contractor to hire the qualified BVHP Residents or San Francisco Residents referred by the CBO. 

However, if the Contractor finds the BVHP Residents or San Francisco Residents are not qualified, 

then the Contractor shall send the BVHP Residents or San Francisco Residents back to the CBO. 

Before the close of business on the same day, the Contractor shall fax or email a statement 

addressed to the CBO stating in detail the reason(s) the BVHP Residents or San Francisco 

Residents were not qualified or the reason(s) for not hiring the BVHP Residents or San Francisco 

Residents. The CBO shall, within one (1) business day of receipt of the fax or email, send new 

qualified BVHP Residents or San Francisco Residents that meet the legitimate qualifications set by 

the Contractor or alternatively, send a fax or email stating that no qualified BVHP Residents or San 

Francisco Residents are currently available. 

9. Action by Contractor When Referrals Unavailable 

If a Contractor receives a response from the CBO stating that no qualified BVHP Residents 

or San Francisco Residents are currently available, then the Contractor may hire the number of 

construction workers requested from the CBO, using its own recruiting methods, giving first 

consideration to BVHP Residents and then San Francisco Residents. Any additional new 

construction workforce hires (including the replacement of any terminated workers) must comply 

with this Employment and Contracting Policy, unless the Contractor has already met or exceeded 

the goal. The Contractor must keep a copy of the response it receives from the CBO as proof of 

compliance and submit a copy of each response received to the Agency Compliance Officer upon 

request. 

10. Action by Contractor When No Response From CBO 

If a Contractor has not received a response to its construction worker request from the CBO 

within two (2) business days, then the Contractor should immediate advise the Agency Compliance 

Officer by phone, fax or email. The Agency Compliance Officer or his/her designee shall cause a 

response to be sent to the Contractor within two (2) business days of being notified. If the 

Contractor does not receive a response from the CBO within four (4) business days (the original 

two (2) business days plus the additional two (2) business days), then the Contractor may hire the 

number of construction workers requested from the CBO, using its own recruiting methods, giving 

first consideration to BVHP Residents and then San Francisco Residents. Any construction 

workforce hires (including the replacement of any terminated workers) must comply with this 

Employment and Contracting Policy, unless the Contractor has already met or exceeded the goal. 

The Contractor must keep a copy of the response it receives from the CBO as proof of compliance 

and submit a copy of each response received to the Agency Compliance Officer upon request. This 

Employment and Contracting Policy is intended to provide qualified BVHP and San Francisco 




Residents with employment opportunities without causing undue delay in hiring needed 

construction workers. 

11. Action by Contractor When No Response From Union 

The Contractor should immediately advise the Agency Compliance Officer by phone, fax or 

email when the Contractor has sent a qualified BVHP Resident or San Francisco Resident to a 

union hall for referral in accordance with a collective bargaining agreement and the union did not 

refer the qualified BVHP or San Francisco Resident back for employment or when the union 

referral process impedes the Contractor’s ability to meet its obligations under this policy. Conflicts 

between this Employment and Contracting Policy and any collective bargaining agreements will be 

resolved pursuant to Section XI (4). 

12. Hiring Apprentices 

A Contractor may meet part of the Construction Workforce Goal by hiring apprentices. 

However, hiring an apprentice does not satisfy or waive the trainee hiring obligation, if any, for 

design professionals. Unless otherwise permitted by law, apprentices must be trained pursuant to 

training programs approved by the U.S. Department of Labor, Employment and Training 

Administration, Bureau of Apprenticeship and Training or the California Department of Industrial 

Relations, Division of Apprenticeship Standards. Credit towards compliance will only be given for 

paid apprentices actually working on the project. No credit is available for apprentices while 

receiving class room training. Under no circumstances shall the ratio of apprentices to journeymen 

in a particular trade or craft exceed 1:5. 

13. Termination and Replacement of Referrals 

If at any time it becomes necessary to terminate for cause a construction worker who was 

hired under this Employment and Contracting Policy, the Contractor shall notify the CBO in writing 

via fax or email and submit a report of termination pursuant to Section VII (B)(4). If the Contractor 

intends to fill the vacant position, then the Contractor shall follow the process set forth in this 

Employment and Contracting Policy beginning at Section VII (A)(6). 

B. Reporting Requirements For Construction Workforce 

1. Submission of Certified Payroll Reports 

Each Contractor subject to this Employment and Contracting Policy shall submit to the 

Agency a certified payroll report for the preceding work week on each of its employees. The 

Project Sponsor is ultimately responsible for the submission of these reports by the Contractors. 

The certified payroll report is due to the Agency by noon each Wednesday. To facilitate 

compliance, the Agency uses the online LCP Tracker system (www.lcptracker.com) for submission 

of certified payroll reports. This system is available at no cost to the Contractor and LCP Tracker is 

compatible with all major computer payroll systems. Training and educational materials for LCP 

Tracker are available at no cost online and through the Compliance Officer. Contractors are 

required to report certified payroll using the LCP Tracker system at www.lcptracker.com. 

However, a waiver shall be granted pursuant to Section XI (10) to any Contractors who do not have 

a computer, online access or who use a computer payroll system that is incompatible with LCP 

Tracker. 




2. Contents of Certified Payroll Reports 

If certified payroll records are submitted via the LCP Tracker system, the required data 

points are already listed. If certified payroll records are submitted in paper form, the records shall 

be organized in an easily understandable format and contain all the following information: the 

name, address, telephone number, residency (Bayview Hunters Point, another redevelopment 

project area, San Francisco or other), last four (4) digits of the worker’s Social Security number 3 , 

gender, ethnicity (see codes in Section VII (B)(8)), construction trade (see codes in Section VII 

(B)(8)), classification (e.g., mechanic, apprentice, trainee, helper or laborer), union affiliation (if 

any), dates of changes in status, daily and weekly number of hours worked, hourly wage rates 

(including rates of contributions for costs anticipated for fringe benefits or cash equivalents 

thereof), deductions made and actual wages paid. The foregoing notwithstanding, the reporting of 

hourly wage rates, deductions and actual wages paid are not required for Significant Projects unless 

the Project Sponsor has voluntarily subscribed to the Agency’s Prevailing Wage Policy or the 

payment of prevailing wages is otherwise required by law. To the degree that existing certified 

payroll records satisfy these requirements, the Contractor shall not be required to maintain separate 

records. 

3. Additional Information 

In order to prevent unlawful discrimination in the selection, hiring and termination of 

employees on the basis of race, ethnicity, gender or any other basis prohibited by law and to 

identify and correct such unlawful practices, the Agency will monitor and collect information on the 

ethnicity and gender of each construction worker and apprentice. If an identifiable pattern of 

apparent discrimination is revealed by this additional information, it will be treated as a breach of 

this Employment and Contracting Policy and may be addressed as set forth in Section XII, 

Arbitration of Disputes. 

4. Report on Terminations 

In the event a BVHP Resident or San Francisco Resident hired pursuant to this Employment 

and Contracting Policy is terminated for cause, the responsible Contractor shall within two (2) days 

fax or email a termination report to the CBO with a copy to the Agency Compliance Officer stating 

in detail: (1) the name of the worker(s) terminated; (2) his/her job title and duties; (3) the reasons 

and circumstances leading to the termination(s); (4) whether the Contractor replaced the 

construction worker(s); and (5) whether the replacement worker(s) were BVHP Resident(s) or San 

Francisco Resident(s). 

5. Inspection of Records 

The Project Sponsor and each Contractor shall make the records required under this 

Employment and Contracting Policy available for inspection or copying by authorized 

representatives of the Agency, and shall permit such representatives to interview construction 

workers and apprentices during working hours on the job. 

6. Failure to Submit Reports 

3 Note: The Project Sponsor is required to provide complete Social Security numbers upon the request of the Agency. 




If a Contractor fails or refuses to provide the reports as required it will be treated as a breach 

of this Employment and Contracting Policy and may be addressed as set forth in Section XII, 

Arbitration of Disputes. 

7. Submission of Good Faith Effort Documentation 

If the Project Sponsor’s or Contractor’s good faith efforts are at issue, the Contractor shall 

provide the Agency with the documentation of its efforts to comply with this Employment and 

Contracting Policy and the Agreement. The Project Sponsor or Contractor must maintain for the 

duration of the Term, a current file of the names, addresses and telephone numbers of each BVHP 

Resident or San Francisco Resident applicant referral whether self referral, union referral or CBO 

referral and what action was taken with respect to each such individual. 

8. Coding Certified Payrolls 

Each Contractor shall include, on the weekly payroll submissions, the code designating each 

construction worker’s and apprentice’s craft, skill level, protected class status and domicile in 

accordance with the following tables: 

CRAFT 

CRAFT 

CODE DESCRIPTION 

CODE DESCRIPTION 

1 Electrician 22 Carpet, Linoleum and 

Vinyl Tile Layer 

2 Iron Worker 23 Elevator Constructor 

3 Sheet Metal Worker 24 Cement Mason 

4 Asbestos Worker/ 

Heat & Frost Insulator 

25 Laborer or Allied Worker 

5 Plumber, Pipe or Steamfitter 26 Glazier & Glassmaker 

6 Refrigeration 27 Painter, Paperhanger, Taper 

7 Boilermaker 28 Sign Installer 

8 Sprinkler Fitter 29 Scrapper 

9 Brick, Caulk, Marble, Point, Terrazzo 

10 Hod Carrier 

11 Terrazzo Finisher 32 Low Voltage Electrician 

12 Plasterer 33 Towboat Operator-Marine Engineer 

13 Lather 34 Towboat Deckhand-Inland Boat 

worker 

14 Carpenter or Drywall Hanger 35 Owner/Operator - Truck 

15 Mill Worker or Cabinetmaker 36 Owner/Operator - Heavy 

Equipment 

16 Millwright 37 Upholsterer 

17 Roofer 38 Teamster, Construction 

18 Pile Driver 39 Janitor 

19 Surveyor/Operating Engineer 40 Environmental Control System 

Installer 

20 Tile (Ceramic)/Marble Finisher 41 Window Cleaner 

21 Tile (Ceramic)Setter 89 Security Guard 

ETHNICITY CODE DESCRIPTION 


Bayview Hunters Point Trainee Hires 


B African American 

L Latino 

I American Indian 

C Caucasian/White 

A Asian 

PI Pacific Islander 

F Female (all females regardless of ethnicity) 

PROJECT AREA 

CODE 

DESCRIPTION 

BIT Bayview Industrial Triangle 

BVHP Bayview Hunters Point 

HPSY Hunters Point Shipyard 

IB India Basin Industrial Park 

GG Golden Gateway 

MBN Mission Bay (North) 

MBS Mission Bay (South) 

MM Mid-Market 

RPSB Rincon Point/South Beach 

SF San Francisco (not in any redevelopment project areas) 

SOM South of Market 

TB Transbay 

VV Visitacion Valley 

WA Western Addition Area A-2 

YBC Yerba Buena Center 

VIII. TRAINEE HIRES 4 

A. Procedures For Trainee Hires 


For architects, engineers and other design professionals only, there is a trainee hiring goal as 

set forth in Section II (C) above. These design professionals will be deemed in compliance with 

this Employment and Contracting Policy by meeting or exceeding the trainee hiring goal or by take 

the following steps in good faith towards compliance. 

2. Execute Employment and Contracting Agreement 

The Project Sponsor shall execute an Agreement which details the requirements of the 

Employment and Contracting Policy, as well as the Agency’s Equal Opportunity Program, if 

applicable. The Project Sponsor shall incorporate by reference or attach the Agreement to its 

contract with the architects, engineers and other design professionals. Thus, each design 

professional will be obligated to comply with the terms of the Agreement. The Project Sponsor 

4 The same procedure for trainee hires applies to all design professionals regardless of whether the project is an 

Agency Action, private Significant Project, or small Private Project when the Project Sponsor has voluntarily 

subscribed to the Employment and Contracting Policy. 




and/or the design professionals shall retain the executed Agreements and make them available to 

the Agency Compliance Officer upon request. 

3. Contact Educational Institutions 

The Agency works with the City, as well as educational institutional within the City, to 

provide a pool of student referrals to assist design professionals in meeting the trainee hiring goal. 

Within thirty (30) days of execution of the Agreement, the Agency Compliance Officer shall 

contact each design professionals and provide it with the name, address and telephone number of a 

point of contact at the City, City College or other educational institutions in the Bay Area who 

have a current list of students who are BVHP Residents or San Francisco Residents and are 

available for hire as trainees. Each design professional shall call the City or educational 

institution(s) and request referrals for the required trainee positions. The request will indicate 

generally: (1) the number of trainees sought; (2) the required skills set (keeping in mind that these 

are trainee positions); (3) a brief description of job duties; (4) the duration of the trainee period; and 

(5) any other information that would be helpful or necessary for the educational institution to make 

the referral. The minimum duration of assignment is part-time for one semester. However, design 

professionals are strongly encouraged to offer longer trainee employment periods to allow a more 

meaningful learning experience. (For example, a half-time or full-time assignment over the 

summer.) Although the initial contact shall be made by phone, the educational institution(s) may 

require the design professionals to send a confirming letter or fill out a form which the educational 

institution will provide. Each design professional is required to timely provide all of the 

information requested by the City or educational institution(s) in order to get the referrals. 

4. Response from Educational Institutions 

Each educational institution may have a different way of referring applicants, such as: 

sending resumes directly to the design professional; having the applicant contact the design 

professional by phone; require design professionals to conduct on-campus interviews; or some other 

method. The timing and method of the response will normally have be discussed with the design 

professional during the initial phone request. The design professional is required to follow the 

process set by the educational institution(s) in order to get the referrals. 

5. Action by Design Professionals When Referrals Available 

The design professional shall give First Consideration to BVHP Residents and then to San 

Francisco Residents referred by the educational institution(s). The design professional shall 

interview each applicant prior to making the decision to hire or not to hire. The design professional 

shall make the final determination whether the applicant is qualified for the trainee position and the 

ultimate hiring decision. The Agency strongly encourages the design professional to hire a 

qualified BVHP Resident or San Francisco Resident referred by the educational institution(s). The 

design professional shall notify each BVHP Resident and San Francisco Resident interviewed and 

the CBO in writing of the hiring decision. 

6. Action by Design Professionals When Referrals Unavailable 

If after contacting all of the educational institutions provided by the Agency Compliance 

Officer, the design professional is informed that no qualified BVHP residents or San Francisco 

Residents are currently available, then the design professional should wait thirty (30) days and 

contact the educational institutions a second time to inquire whether qualified San Francisco 




Residents are currently available for hire as trainees. If no qualified San Francisco Residents are 

currently available after the second request, then the design professional has fulfilled its obligation 

under this Section VIII, provided that the design professional has acted in good faith. The design 

professional must retain its file on all of the steps it took to comply with this policy and submit a 

copy of its file to the Agency Compliance Officer upon request. 

7. Action by Design Professional When No Response From Educational 

Institutions 

If a design professional has not received a response to its request for referrals from any of 

the educational institutions within five (5) business days after the design professional has fully 

complied with the procedures, if any, set by the educational institution(s) for obtaining referrals; 

then the design professional should immediately advise the Agency Compliance Officer by phone, 

fax or email. The Agency Compliance Officer or his/her designee shall cause the educational 

institution(s) to respond to the design professional within five (5) business days of the Agency 

Compliance Officer being notified. If the design professional still has not received a response from 

the educational institution(s) after this additional five (5) business day period has run, then the 

design professional has fulfilled its obligation under this Section VIII, provided that the design 

professional has acted in good faith. Each design professional must retain its file on all of the steps 

it took to comply with this policy and submit a copy of its file to the Agency Compliance Officer 

upon request. 

8. Termination of Trainee for Cause 

If at any time during the Term, it becomes necessary to terminate for cause a trainee who 

was hired under this Employment and Contracting Policy and the design professional has not met 

the minimum duration requirements under this policy, then the design professional shall hire a new 

trainee by following the process set forth in Section VIII(A)(3) above. 

B. Reporting Requirements For Trainee Hires 

1. Annual Reporting 

Annually, during the Term of the Agreement or the term of the design professional’s 

contract with the Project Sponsor, whichever is less, the Employer shall fax or email a report to the 

Agency Compliance Officer stating in detail: (1) the names of the BVHP Resident(s) or San 

Francisco Resident(s) interviewed in the past year for trainee positions; (2) the date(s) of each 

interview; (3) the reasons for not hiring the BVHP Residents or San Francisco Residents 

interviewed; (4) the name, address, gender and racial/ethic background of the successful candidate 

for the trainee position; (5) whether the successful candidate is a BVHP or San Francisco Resident; 

(6) the maximum number of trainees the Employer has had within the last calendar year; and (7) the 

number of BVHP Residents and San Francisco Residents hired within the last calendar year. 

2. Report on Terminations 

In the event a BVHP Resident or San Francisco Resident hired pursuant to this Employment 

and Contracting Policy is terminated for cause, the responsible design professional shall within five 

(5) days fax or email a termination report to the Agency Compliance Officer stating in detail: (1) 

the name of the trainee(s) terminated; (2) his/her job title and duties; (3) the reasons and 




circumstances leading to the termination(s); (4) whether the design professional replaced the 

trainee(s); and (5) whether the new trainee(s) are BVHP Resident(s) or San Francisco Resident(s). 

IX. PERMANENT / TEMPORARY WORKFORCE POLICY 5 

A. Permanent / Temporary Workforce Hires 

1. Policy Statement 

Due to the wide variety of development, both public and private, that occurs in the City and 

is anticipated to occur in the Project Area as redevelopment commences, it is difficult to develop a 

single hiring requirement or procedure that is appropriate in all situations. The Agency seeks to 

ensure that BVHP Residents have the opportunity to share in the permanent and temporary jobs that 

come from redevelopment in the Project Area. At the same time, the Agency seeks to assist 

Employers in meeting workforce demands for Significant Projects within the Project Area. The 

Agency has adopted a flexible approach to achieve these goals. The Employment and Contracting 

Policy sets an overall goal of 50% for permanent / temporary workforce hires but allows flexibility 

to tailor the remaining key terms of the Agreement to fit the specific project. 


The Project Sponsor agrees and will require each Employer to use its good faith efforts to 

employ 50% of its permanent / temporary workforce from qualified BVHP Residents and then San 

Francisco Residents with First Consideration to BVHP Residents. Project Sponsors and Employers 

will be deemed in compliance with this Employment and Contracting Policy by meeting or 

exceeding the goal or by documenting the good faith efforts as set forth in the Agreement. 

3. Negotiate and Execute Employment and Contracting Agreement 

The Project Sponsor shall negotiate in good faith with the Agency’s Contract Compliance 

staff to reach agreement on: (a) the Term of the Agreement; (b) the job titles or type of positions 

subject to this hiring obligation; (c) procedures for fulfilling the hiring obligation or meeting the 

good faith efforts; and (d) reporting requirements. These negotiations will be based upon the 

anticipated number of permanent and/or temporary positions created by the project. The executed 

Agreement will set forth the mutually agreed upon details, as well as the requirements of the 

Agency’s Equal Opportunity Program, if applicable. The Project Sponsor shall incorporate by 

reference or attach the Agreement to its contract with the Employer. The Project Sponsor and/or 

Employer shall retain the executed Agreement and make it available to the Agency Compliance 

Officer upon request. 

4. Review of Permanent / Temporary Workforce Policy 

Working with the PAC, the CBOs and the City’s workforce development systems, the 

Agency will review the Permanent / Temporary Workforce Policy and will revise the procedures 

5 The same procedure for permanent / temporary workforce hires applies to all Project Sponsors regardless of whether 

the project is an Agency Action, private Significant Project, or small Private Project when the Project Sponsor has 

voluntarily subscribed to the Employment and Contracting Policy. 


Bayview Hunters Point Permanent / Temporary Workforce Policy 


and goals as necessary to ensure that BVHP and San Francisco Residents are given First 

Consideration for these job opportunities. 

X. AGENCY EQUAL OPPORTUNITY PROGRAM 

A. Compliance with Agency’s Equal Opportunity Program 

Compliance with some or all of the Agency’s Equal Opportunity Program may be 

mandatory or voluntary depending on whether the development is an Agency Action Project, 

private Significant Project, CityBuild / public improvement project or a small Private Project. The 

components of the Agency’s Equal Opportunity Program are described briefly below for reference. 

The full policies and procedures associated with these programs are available from the Agency’s 

Contract Compliance Division. 

1. Small Business Enterprise Program 

The Agency’s Small Business Enterprise (“SBE”) Program was adopted by Agency 

Resolution No. 133-2004 on November 16, 2004, as part of the Agency’s Interim Purchasing Policy 

and Procedures, and may be amended from time to time. The SBE Program provides for first 

consideration in awarding subcontracts and sub-consulting opportunities to Agency certified local 

small business enterprises. The SBE Program is designed to help ensure that SBEs have a fair 

opportunity to compete for and participate in contracts related to Agency- Action Projects and other 

projects that are subject to the SBE Program. SBEs are divided into three groups: (1) Project Area 

SBEs, (2) Local SBEs (outside an Agency project or survey area, but within San Francisco), and (3) 

all other SBEs (outside of San Francisco). If subject to the SBE Program, the Project Sponsor and 

its Contractors and Employers must make good faith efforts to achieve the goal of 50% SBE 

participation for professional / personal services, and construction contracts. The SBE Program sets 

a contracting goal and thus is different from the Employment and Contracting Policy which sets 

hiring goals. The Project Sponsor’s obligations under the SBE Program will be incorporated into a 

SBE Agreement (“SBE Agreement”). The Agency Executive Director will review and approve the 

SBE Agreement on behalf of the Agency. The Agency’s Compliance Officer will ensure 

compliance with the requirements and will report periodically to the BVHP PAC and the Agency 

Commission on compliance matters. 

2. Nondiscrimination in Contracts and Equal Benefits Policy 

The Agency’s Nondiscrimination in Contracts and Equal Benefits Policy was adopted by 

Agency Resolution No. 175-97 on September 9, 1997 and may be amended from time to time. The 

Nondiscrimination in Contracts and Equal Benefits Policy prohibits discrimination in contracting 

and which includes a prohibition on discrimination in providing benefits between employees with 

spouses and employees with domestic partners. This policy requires the Project Sponsor to agree 

not to discriminate against or segregate any person, or group of persons, on account of race, color, 

religion, creed, national origin or ancestry, sex, gender identity, age, marital or domestic partner 

status, sexual orientation or disability (including HIV or AIDS status). This policy also requires 

that employee benefits be equally available to domestic partners as they are to spouses. 

3. Minimum Compensation Policy and Health Care Accountability Policies 


Bayview Hunters Point Agency Equal Opportunity Program 


The Agency’s Minimum Compensation Policy (“MCP”) and Health Care Accountability 

Policy (“HCAP”) were adopted by Agency Resolution 168-2001 on September 25, 2001 and may 

be amended from time to time. MCP requires that all “Covered Employees,” as defined therein, 

receive a minimum level of compensation. HCAP requires offering health plan benefits to Covered 

Employees or to make payments to the City and County of San Francisco’s Department of Public 

Health, or to participate in a health benefits program developed by the City and County of San 

Francisco’s Director of Health. 

4. Agency’s Prevailing Wage Policy 

The Agency’s Prevailing Wage Policy (Labor Standards) was adopted by Agency 

Resolution No. 327-85 on November 12, 1985 and may be amended from time to time. The 

Agency’s Prevailing Wage Policy applies to projects: (i) covered under Labor Code Section 1720 

et seq., (ii) that are Agency-Action Projects) or (iii) for which the Project Sponsor has voluntarily 

subscribed to this requirement. The Agency’s Prevailing Wage Policy references the State’s Labor 

Standards and the prevailing wage, benefits, eligibility, etc. are all calculated using the State’s 

standards. In many instances, both the California Labor Code and the Agency’s Prevailing Wage 

Policy will apply. 

XI. EMPLOYMENT AND CONTRACTING POLICY - ADDITIONAL 

PROVISIONS 

Project Sponsors, Contractors and Employers that are subject to this Employment and 

Contracting Policy (including those who have voluntarily subscribed to this policy) are subject to 

the following additional provisions. 

1. Designate a Point of Contact 

Each Project Sponsor, Contractor and Employer shall designate a responsible representative, 

manager or agent to monitor all employment-related activity under this Employment and 

Contracting Policy and to be the primary point of contact for issues arising under this policy. 

2. No Retaliation 

No person hired pursuant to this policy shall be discharged or in any other manner 

discriminated against by the Project Sponsor, Contractor or Employer because such person has filed 

any complaint or instituted or caused to be instituted any proceeding under or relating to 

enforcement of this Employment and Contracting Policy. 

3. No Discrimination 

There shall be no discrimination against or segregation of any person, or group of persons, 

on account of race, color, religion, creed, national origin or ancestry, sex, gender identity, age, 

marital or domestic partner status, sexual orientation or disability (including HIV or AIDS status). 

The Project Sponsor, Contractors and Employers will ensure that applicants are employed, and that 

persons are treated during employment, without regard to their race, color, religion, creed, national 

origin or ancestry, sex, gender identity, age, marital or domestic partner status, sexual orientation or 

disability (including HIV or AIDS status) or other protected class status. Such action shall include, 

but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or 


Bayview Hunters Point Additional Provisions 


recruitment advertising; layoff or termination; rates of pay or other forms of compensation; 

selection for training, including apprenticeship; and provision of any services or accommodations. 

4. Collective Bargaining Exclusion 

Notwithstanding anything to the contrary in this Employment and Contracting Policy, if an 

Agreement conflicts with an existing labor agreement or collective bargaining agreement to which a 

Project Sponsor, Contractor or Employer is a party, the labor agreement or collective bargaining 

agreement shall prevail. Nothing in this Employment and Contracting Policy shall be interpreted to 

interfere with or prohibit existing labor agreements or collective bargaining agreements. However, 

the Project Sponsor, Contractor or Employer will still be obligated to provide workforce needs 

information to the CBO prior to hiring and the Employer will be obligated to make good faith 

efforts to comply with the requirements of its Employment and Contracting Policy Agreement that 

do not conflict with the collective bargaining agreement. 

5. No Conflict with State or Federal Law 

This Employment and Contracting Policy is to be implemented in a manner that does not 

conflict with applicable federal or state laws. 

6. Existing Workforce 

Nothing in this Employment and Contracting Policy shall be interpreted in a manner that 

would require termination of the Project Sponsor’s, Contractor’s or Employer's existing workers 

and employees. 

7. Use of Debarred Entities Prohibited 

Neither the Project Sponsor, Contractor nor Employer shall enter into any subcontract with 

any person or firm that the Project Sponsor, Contractor or Employer knows or should have known 

is debarred from federal, state or local government contracts. 

8. Incorporation 

Whenever the Project Sponsor, Contractor or Employer subcontracts a portion of the work, 

it shall set forth verbatim and make binding on each subcontractor the provisions of this 

Employment and Contracting Policy. That subcontract shall then be deemed a Contractor or 

Employer for the purposes of this Employment and Contracting Policy and shall be subject to all of 

the requirements hereto. 

9. Severability 

If any part or provision of this Employment and Contracting Policy or the application 

thereof to any person or circumstance is held to be invalid, then the remainder of this Employment 

and Contracting Policy, including the application of such part or provision to other persons or 

circumstances, shall not be affected thereby and shall continue in full force and effect. To this end, 

the provisions of this Employment and Contracting Policy are severable. 


Bayview Hunters Point Additional Provisions 


10. Waiver 

Any of the Employment and Contracting Policy requirements may be waived by the 

Agency’s Executive Director, if he/she determines for good cause shown that a specific requirement 

is not relevant to the particular situation, would cause undue hardship, or that an alternative 

approach would better meet the goals of the Employment and Contracting Policy. 

XII. ARBITRATION OF DISPUTES 

1. Arbitration by AAA 

Any dispute involving the alleged breach or enforcement of an Employment and 

Contracting Policy Agreement, including but not limited to disputes over qualification of 

referrals; whether termination was for good cause; and whether the Project Sponsor, Contractor 

or Employer has complied with this Employment and Contracting Policy Agreement in good 

faith shall be submitted to arbitration. The arbitration shall be submitted to the American 

Arbitration Association, San Francisco, California office (“AAA”) which will use the 

Commercial Rules of the AAA then applicable, but subject to the further revisions thereof. If 

there is a conflict between the Commercial Rules of the AAA and the arbitration provisions in 

this Employment and Contracting Policy, this Employment and Contracting Policy shall govern. 

The arbitration shall take place in the City and County of San Francisco. 

2. Demand for Arbitration 

The party seeking arbitration shall make a written demand for arbitration (“Demand for 

Arbitration”). The Demand for Arbitration shall contain at a minimum: (1) a cover letter 

demanding arbitration under this provision and identifying the entities believed to be involved in 

the dispute; (2) a copy of the notice of default, if any, sent from one party to the other; and (3) 

any written response to the notice of default. 

3. Parties’ Participation 

The Agency, Project Sponsor, Contractor, Employer and all persons or entities affected 

by the dispute shall be made Arbitration Parties. Any such person or entity not made an 

Arbitration Party in the Demand for Arbitration may intervene as an Arbitration Party and in turn 

may name any other such affected person or entity as an Arbitration Party. 

4. Agency Request to AAA 

Within seven (7) business days after service or receipt of a Demand for Arbitration, the 

Agency shall transmit to AAA a copy of the Demand for Arbitration and any written response 

thereto from the Project Sponsor, Contractor and/or Employer. Such material shall be made part 

of the arbitration record. 

5. Selection of Arbitrator 

One arbitrator shall arbitrate the dispute. The arbitrator shall be selected from the panel 

of arbitrators from AAA by the Arbitration Parties in accordance with the AAA rules. The 

parties shall act diligently in this regard. If the Arbitration Parties fail to agree on an arbitrator 

within seven (7) business days from the receipt of the panel, AAA shall appoint the arbitrator. A 

condition to the selection of any arbitrator shall be the arbitrator’s agreement to: (i) submit to all 


Bayview Hunters Point Arbitration of Disputes 


Arbitration Parties the disclosure statement required under California Code of Civil Procedure 

Section 1281.9; and (ii) render a decision within thirty (30) days from the date of the conclusion 

of the arbitration hearing. 

6. Setting of Arbitration Hearing 

A hearing shall be held within ninety (90) days of the date of the filing of the Demand for 

Arbitration with AAA, unless otherwise agreed by the parties. The arbitrator shall set the date, 

time and place for the arbitration hearing(s) within the prescribed time periods by giving notice 

by hand delivery or first class mail to each Arbitration Party. 

7. Discovery 

In arbitration proceedings hereunder, discovery shall be permitted in accordance with 

Code of Civil Procedure §1283.05 as it may be amended from time to time. 

8. California Law Applies 

California law, including the California Arbitration Act, Code of Civil Procedure §§ 1280 

through 1294.2, shall govern all arbitration proceedings in any Employment and Contracting 

Agreement. 

9. Arbitration Remedies and Sanctions 

The arbitrator may impose only the remedies and sanctions set forth below: 

a. Order specific, reasonable actions and procedures, in the form of a 

temporary restraining order, preliminary injunction or permanent injunction, to mitigate the 

effects of the non-compliance and/or to bring any non-compliant Arbitration Party into 

compliance with the Employment and Contracting Policy Agreement. 

b. Require any Arbitration Party to refrain from entering into new contracts 

related to work covered by the Employment and Contracting Policy Agreement, or from granting 

extensions or other modifications to existing contracts related to services covered by the 

Employment and Contracting Policy Agreement, other than those minor modifications or 

extensions necessary to enable compliance with the Employment and Contracting Policy 

Agreement. 

c. Direct any Arbitration Party to cancel, terminate, suspend or cause to be 

cancelled, terminated or suspended, any contract or portion(s) thereof for failure of any 

Arbitration Party to comply with any of the requirements in the Employment and Contracting 

Policy Agreement. Contracts may be continued upon the condition that a program for future 

compliance is approved by the Agency. 

d. If any Arbitration Party is found to be in willful breach of its obligations 

hereunder, the arbitrator may impose a monetary sanction not to exceed Fifty Thousand Dollars 

($50,000.00) or ten percent (10%) of the base amount of the breaching party’s contract, 

whichever is less, for each such willful breach; provided that, in determining the amount of any 

monetary sanction to be assessed, the arbitrator shall consider the financial capacity of the 

breaching party. No monetary sanction shall be imposed pursuant to this paragraph for the first 


Bayview Hunters Point Arbitration of Disputes 


willful breach of the Employment and Contracting Policy Agreement unless the breaching party 

has failed to cure after being provided written notice and a reasonable opportunity to cure. 

Monetary sanctions may be imposed for subsequent willful breaches by any Arbitration Party 

whether or not the breach is subsequently cured. For purposes of this paragraph, "willful 

breach" means a knowing and intentional breach. 

e. Direct any Arbitration Party to produce and provide to the Agency any 

records, data or reports which are necessary to determine if a violation has occurred and/or to 

monitor the performance of any Arbitration Party. 

10. Arbitrator’s Decision 

The arbitrator will normally make his or her award within twenty (20) days after the date 

that the hearing is completed but in no event past thirty (30) days from the conclusion of the 

arbitration hearing; provided that where a temporary restraining order is sought, the arbitrator 

shall make his or her award not later than twenty-four (24) hours after the hearing on the motion. 

The arbitrator shall send the decision by certified or registered mail to each Arbitration Party. 

11. Default Award; No Requirement to Seek an Order Compelling Arbitration 

The arbitrator may enter a default award against any person or entity who fails to appear 

at the hearing, provided that: (1) the person or entity received actual notice of the hearing; and 

(2) the complaining party has a proof of service for the absent person or entity. In order to 

obtain a default award, the complaining party need not first seek or obtain an order to arbitrate 

the controversy pursuant to Code of Civil Procedure §1281.2. 

12. Arbitrator Lacks Power to Modify 

Except as expressly provided above in this Section XII, the arbitrator shall have no power 

to add to, subtract from, disregard, modify or otherwise alter the terms of the Employment and 

Contracting Policy Agreement or to negotiate new agreements or provisions between the parties. 

13. Jurisdiction/Entry of Judgment 

The inquiry of the arbitrator shall be restricted to the particular controversy which gave 

rise to the Demand for Arbitration. A decision of the arbitrator issued hereunder shall be final 

and binding upon all Arbitration Parties. The prevailing Arbitration Party (ies) shall be entitled 

to reimbursement for the arbitrator’s fees and related costs of arbitration. Each Arbitration Party 

shall pay its own attorneys’ fees, provided, however, that attorneys' fees may be awarded to the 

prevailing party if the arbitrator finds that the arbitration action was instituted, litigated, or 

defended in bad faith. Judgment upon the arbitrator’s decision may be entered in any court of 

competent jurisdiction. 


BVHP Employment and 

Contracting Policy 

Small Business Enterprise 

Policy 

Nondiscrimination and 

Equal Benefits Policy 

Minimum Compensation 

Policy 

Healthcare Accountability 

Policy 

Agency’s Prevailing 

Wage Policy 

BVHP EMPLOYMENT AND CONTRACTING POLICY MATRIX 

Agency-Action 

Projects 

Private Significant 

Projects 

CityBuild & 

Public Improvements 

Adopted Resolution No. 24 11-20-07 

Small Private Projects 

Mandatory 6 Mandatory Voluntary but Encouraged Voluntary but Encouraged 

Mandatory Voluntary but Encouraged 7 Voluntary but Encouraged Voluntary but Encouraged 

Mandatory Voluntary but Encouraged Voluntary but Encouraged Voluntary but Encouraged 



Mandatory Voluntary but Encouraged Voluntary but Encouraged 8 Voluntary but Encouraged 

6 Mandatory means that the Project Sponsor is required to comply with the Agency’s policy. However, each Agency policy has its own threshold and compliance 

requirements. For example, the Agency’s Minimum Compensation Policy (“MCP”) will apply to all Agency-Action projects but MCP has no compliance 

requirements for Project Sponsors with less than 25 employees. 

7 Voluntary but Encouraged means that the Project Sponsor is not required to comply with the Agency’s policy as a condition to developing the project. However, 

the Agency’s Contract Compliance Department will encourage the Project Sponsor to subscribe voluntarily to these Agency policies. If the Project Sponsor 

voluntarily agrees to comply with one or more Agency’s policies, then those policies will be added as a condition to the building permit and at that point will 

become mandatory. 

8 

Public Improvements and public/private project receiving City funds are subject to the State of California’s prevailing wage requirements per California Labor 

Code Section 1720 et seq.

EXHIBIT X-B 

Revisions to and Interpretations of BVHP ECP for the Project 

1. Revisions and Interpretations. Unless otherwise Approved by Developer and the 

Agency Director, each in their respective sole and absolute discretion, the following revisions 

and interpretations to the BVHP ECP shall apply to the DDA: 

1.1 References to the PAC shall be changed to the CAC with respect to the 

application of the BVHP ECP to the Shipyard Site. 

1.2 The application of the fifty percent (50%) hiring goals in Section II, A.1. 

and B.1., Section VII.A.1. and Section IX.A.2. and the trainee goals in Section II.C.1. shall be 

changed so that they apply to “qualified BVHP Residents, then residents of the 94134 and 94107 

zip code areas, then residents of other existing San Francisco redevelopment project areas, and 

then San Francisco Residents with First Consideration to BVHP Residents.” Any other 

references in the BVHP ECP to “first consideration to BVHP Residents and then San Francisco 

Residents” shall be changed to “first consideration to BVHP Residents, then residents of the 

94134 and 94107 zip code areas, then residents of other existing San Francisco redevelopment 

project areas, and then San Francisco Residents.” 

1.3 The definition of “Employer” in Section III.11 is deleted and replaced 

with the following: Employer means any person(s), firm, partnership, corporation, government 

agency, (whether for profit or nonprofit), or combination thereof, who owns or operates a retail 

or commercial business with twenty (20) or more employees that conduct the majority of their 

duties at the Project Site, and shall include retailers, service providers, office workers, property 

managers, parks and open space managers, and others. 

1.4 The definition of “First Consideration” in Section III.13 is deleted and 

replaced with the following: “First Consideration means that a Project Sponsor, Contractor 

and/or Employer shall give first consideration to qualified BVHP Residents in accordance with 

Section VII.A. (6) - (8) of this Employment and Contracting Policy, then to residents of the 

94134 and 94107 zip code areas, then residents of other existing San Francisco redevelopment 

project areas, and then to San Francisco residents for hiring opportunities in the areas of 

construction workforce, permanent / temporary workforce and trainee hires before offering the 

hiring opportunity to other applicants.” 

1.5 All references to “BVHP Residents and San Francisco Residents” and 

“BVHP Residents or San Francisco Residents,” in Sections VII, VIII and IX shall be changed to 

refer to “BVHP Residents, residents of the 94134 and 94107 zip code areas, residents of other 

existing San Francisco redevelopment projects, and/or San Francisco Residents.” 

1.6 The definition of “CBO” (community-based organization) in Section III. 6 

is deleted and replaced with the following: “CBO means an Agency identified workforce 

referral entity.” 

LEGAL_US_W # 66181446.1 X-B-1

1.7 The definition of “Contractor” in Section III. 9 is deleted and replaced 

with the following: “Contractor means any person(s), firm, partnership, corporation (whether for 

profit or nonprofit), or combination thereof, who is a general contractor, subcontractor 

(regardless of tier) or consultant working on: any part of the Project, including all Infrastructure 

and Vertical Improvements, and all interior tenant improvements. Contractors shall include, 

without limitation, all architects, engineers and other design professionals.” 

1.8 The definition of “Project Sponsor” in Section III.19. is deleted and 

replaced with the following: “Project Sponsor means Developer, a Transferee or a Vertical 

Developer, as applicable.” 

1.9 All aspects of the Project shall be deemed to be either an Agency Action 

Project subject to Section IV.A (Agency Action Projects) or a City Build and Public 

Improvement subject to Section IV.C (CityBuild and Public Improvements), as applicable. Each 

Project Sponsor shall enter into a Employment and Contracting Agreement on or before 

Commencement of the Infrastructure or Vertical Improvement, as applicable. 

1.10 All references to the “LCP Tracker system” in Section VII.B.1 are 

replaced with “the PRS”. 

1.11 A new definition is inserted, as follows: “PRS means a web-based 

software used to collect, verify and manage prevailing wage certified payrolls and related labor 

compliance documentation.” 

PRS. 

1.12 Worker request forms under Section VII.A.6 shall be submitted via the 

LEGAL_US_W # 66181446.1 X-B-2

LEGAL_US_W # 68032698.1 

RIDER 4 

Nondiscrimination in Contracts and Equal Benefits Policy 

[ ATTACHED ]

RESOLUTION NO. 175-97 

(Adopted September 9, 1997) 

APPROVING A NONDISCRIMINATION IN CONTRACTS 

AND EQUAL BENEFITS POLICY 

BASIS FOR RESOLUTION 

1. The City and County of San Francisco recently adopted a Non-Discrimination in Contracts: 

Equal Benefits (Domestic Partner) Ordinance. 

2. The Human Rights Commission has also adopted Rules of Procedure which provide more 

detailed guidelines for implementation of the Ordinance. 

3. The Redevelopment Agency of the City and County of San Francisco wishes to adopt a 

Policy similar to the City Ordinance to govern its contractors and a Nondiscrimination in 

Contracts and Equal Benefits Policy has been prepared for the Agency, a copy of which is 

attached to this Resolution and made a part of it, which includes the provisions of both the 

City Ordinance and the Human Rights Commission Rules of Procedure. 

RESOLUTION 

ACCORDINGLY, IT IS RESOLVED by the Redevelopment Agency of the City and County of 

San Francisco that the Nondiscrimination in Contracts and Equal Benefits Policy attached to this 

Resolution is hereby approved. 

APPROVED AS TO FORM:

Section 1 . Requirements in all Contracts. 

San Francisco Redevelopment Agency 

Nondiscrimination in Contracts Policy 

(a) Nondiscrimination Provisions. The San Francisco Redevelopment Agency ("Agency") shall 

include in all Contracts and Property Contracts, hereinafter executed or amended, in any manner 

or as to any portion thereof, provisions obligating the Contractor or other party of said agreement 

not to discriminate on the basis of the fact or perception of a person's race, color, creed, religion, 

ancestry, national origin, age, sex, sexual orientation, Gender Identity, Domestic Partner status, 

marital status, disability or AIDS/HIV status, against any employee of, any Agency employee 

working with, any member of the public having contact with, or applicant for employment with, 

such Contractor, and shall require such Contractor to include a similar provision in all 

Subcontracts executed or amended thereunder. Contractor shall also comply with the Agency's 

Equal Opportunity Program. 

(b) Nondiscrimination in Benefits. The Agency shall not execute or amend any Contracts or 

Property Contracts on or after the effective date of this Policy with any Contractor that 

discriminates in the provision of Benefits between employees with Domestic Partners and 

employees with spouses, and/or between the Domestic Partners and spouses of such employees, 

where the Domestic Partnership has been registered with a governmental entity pursuant to state 

or local law authorizing such registration, subject to the following conditions: In the event that 

the Contractor' s actual cost of providing a certain benefit for the Domestic Partner of an 

employee exceeds that of providing it for the spouse of an employee, or the Contractor's actual 

cost of providing a certain benefit for the spouse of an employee exceeds that of providing it for 

the Domestic Partner of an employee, the Contractor shall not be deemed to discriminate in the 

provision of Benefits if the Contractor conditions providing such benefit upon the employee 

agreeing to pay the excess costs. In addition, in the event a Contractor is unable to provide a 

certain benefit, despite taking reasonable measures to do so, the Contractor shall not be deemed 

to discriminate in the provision of Benefits if the Contractor provides the employee with a Cash 

Equivalent. In adopting this Section 1 (b), the intent of the Agency is to equalize to the 

maximum extent legally permitted the total compensation between similarly situated employees 

with spouses and employees with domestic partners. 

Section 2. Definitions. 

As used in this Policy the term: 

(a) "Benefits" means any plan, program or Policy provided by an Agency Contractor to its 

employees as part of the employer's total compensation package. This includes, but is not 

limited to, the following types of Benefits: retirement plans; medical, dental and vision plans; 

bereavement, family medical, parental and other leave policies; disability and life insurance 

Page 1 of 9

plans; employee assistance programs; discounts; access to facilities, services and events; travel 

and relocation expenses; incentive, stock option, and profit sharing plans and other compensation 

programs. 

(b) "Cash Equivalent" means the amount of money paid to an employee by an Agency 

Contractor who, despite taking all reasonable measures, is unable to end discrimination in 

Benefits. The Cash Equivalent shall be the amount of money paid by the Agency Contractor for 

the benefit given to a similarly situated employee.' To the extent that an Agency Contractor 

limits the availability of any benefit to the spouses of employees, or vice versa, the availability of 

a Cash Equivalent may be similarly limited.2 The Cash Equivalent payment shall be made either 

on the same schedule as the Agency Contractor uses for the benefit given to employees with 

spouses, or , if no such schedule exists , on another schedule so long as such payment is made no 

less than once per month. No Cash Equivalent payment will be required where making such a 

payment would violate federal or state law. 

(c) "Contract " shall mean an agreement for public works or improvements to be performed, or 

for goods or services to be purchased or grants to be provided at the expense of the Agency or to 

be paid out of moneys deposited in the treasury or out of trust moneys under the control or 

collected by the Agency, and does not include Property Contracts, agreements entered into 

pursuant to settlement of legal proceedings , contracts for urgent litigation expenses, or contracts 

for a cumulative amount of $5,000 or less per vendor in each fiscal year. 

(d) "Contractor" means any person or persons, firm, partnership, corporation, or combination 

thereof, who submits a bid and/or enters into a Contract or Property Contract with the Agency. 

(e) "Domestic Partner" shall mean any person who has a currently registered Domestic 

Partnership with a governmental body pursuant to state or local law authorizing such registration. 

An Agency Contractor may also institute an internal Domestic Partnership registry to allow for 

' The following scenario is provided as an example of similarly situated employees : An Agency Contractor with 

locations in Dallas, TX and Bridgeport , CT, offers spousal health insurance to its employees. After taking all 

reasonable measures, the Agency Contractor is still unable to provide health insurance for the Domestic Partners of 

its employees . The Cash Equivalent it would pay to its Bridgeport employees would be the amount of money paid 

by the Agency Contractor for Benefits given to employees with spouses in Bridgeport ; the Cash Equivalent the 

Agency Contractor would pay to its Dallas employees would be the amount of money paid by the Agency 

Contractor or Benefits given to employees with spouses in Dallas. 

2 The following scenario is provided as an example of limiting the availability of a Cash Equivalent : An Agency 

Contractor limits the availability of spousal health insurance coverage to only those spouses who are not already 

covered by their own employer ' s health insurance plan. This Agency Contractor is unable to provide health 

insurance to the Domestic Partners of its employees and instead offers a Cash Equivalent . The Agency Contractor 

may limit the availability of a Cash Equivalent payment to only those employees whose Domestic Partners are not 

already covered by their own employer's health insurance plan. 

Page 2 of 9

the provision of equal Benefits to employees with Domestic Partnerships who do not register 

their partnerships pursuant to a governmental body authorizing such registration, or who are 

located in a jurisdiction where no such governmental Domestic Partnership registry exists.3 

(f) "Gender Identity" shall mean a person's various individual attributes as they are understood to 

be masculine and/or feminine. 

(g)"Nondiscrimination in Benefits" means the equality of Benefits between employees with 

spouses and employees with Domestic Partners, between spouses of employees and Domestic 

Partners of employees, and between dependents and family members of spouses and dependents 

and family members of Domestic Partners. 

(h)"Policy" shall mean this Nondiscrimination in Contracts Policy. 

(i)"Property Contract" shall mean a written agreement for the exclusive use or occupancy of real 

property for a term exceeding 29 days in any calendar year, whether by singular or cumulative 

instrument, (i) for the operation or use by others of real property owned or controlled by the 

Agency for the operation of a business, social, or other establishment or organization, including 

leases, concessions, franchises and easements, or (ii) for the Agency's use or occupancy of real 

property owned by others, including leases, concessions, franchises and easements. For the 

purposes of this Policy, "exclusive use" means the right to use or occupy real property to the 

exclusion of others, other than the rights reserved by the fee owner. "Property Contract " shall 

not include a revocable at will use or encroachment permit for the use of or encroachment on 

Agency property regardless of the ultimate duration of such permit, except that "Property 

Contract " shall include such permits granted to a private entity for the use of Agency property 

for the purpose of a for-profit activity. "Property Contract " shall also not include contracts for 

the purchase or sale of land, Disposition and Development Agreements, Owner Participation 

Agreements, street excavation, street construction or street use permits, agreements for the use of 

Agency right of way where a contracting utility has the power of eminent domain, or agreements 

governing the use of Agency property which constitutes a public forum for activities that are 

primarily for the purpose of espousing or advocating causes or ideas and that are generally 

recognized as protected by the First Amendment to the U.S. Constitution, or which are primarily 

recreational in nature. 

(j) "Sexual Orientation" shall mean the status of being lesbian, gay, bisexual or heterosexual. 

(k) "Subcontract" shall mean an agreement to (i) provide goods and/or services, including 

construction labor, materials or equipment, to a Contractor, if such goods or services are 

procured or used in the fulfillment of the Contractor's obligations arising from a contract or 

agreement with the Agency, or (ii) to transfer the right to occupy or use all or a portion of a real 

property interest subject to a Property Contract to a Subcontractor and pursuant to which the 

3 Sample language for an internal Domestic Partnership registry is available through the Agency. 

Page 3 of 9

Contractor remains obligated under the Property Contract . 

(1) "Subcontractor" means any person or persons, firm, partnership, corporation or any 

combination thereof, who enters into a contract or agreement with a Contractor to perform 

10 percent or more of the Contract or Property Contract. 

Section 3. Procedures for Implementation. 

(a) Evidence of Compliance. Prior to executing a Contract or Property Contract, Contractors 

shall demonstrate that they are in compliance with the Nondiscrimination in Benefits 

requirements and, to the extent they are not in compliance with them, that the Contractor 

complies with one or more of the provisions in Sections 3 (b) through (d) below, by providing 

either: 

(i) evidence that the Contractor has been certified by the Human Rights Commission of the 

City as being in compliance with Section 12 B 1 (b) of the San Francisco Administrative 

Code, or 

(ii) such forms and documentary evidence as may be requested by the Agency. 

(b) Phase-In Periods . An Agency Contractor will not be deemed to be discriminating in the 

provision of Benefits where the implementation of policies ending discrimination in Benefits is 

delayed following the first award of an Agency contract to an Agency Contractor after 

, 1997 if. 

(i) until the first effective date after the first open enrollment process following the date the 

contract with the Agency begins, provided that the Agency Contractor submits to the 

Agency evidence that reasonable efforts are being undertaken to end discrimination in 

Benefits. This delay may not exceed two years from the date the contract with the 

Agency is entered into, and only applies to Benefits for which an open enrollment 

process is applicable;4 or 

until administrative steps can be taken to incorporate Nondiscrimination in Benefits 

into the Agency Contractor's benefits package. The time allotted for these 

administrative steps shall apply only to those Benefits for which administrative steps 

are necessary and may not exceed three (3) months after the Contract award. An 

extension of this time may be granted at the discretion of the Executive Director of the 

Agency upon the written request of the Agency Contractor; or 

4 For purposes of this provision, the term "effective date" refers to the date upon which the next Benefits plan year 

begins; the term "open enrollment period" refers to the time when employees are eligible to enroll themselves or 

others in the Agency Contractor ' s Benefits plan ; the term "open enrollment process " begins when the Agency 

Contractor starts planning for, and negotiating with its insurance provider(s) regarding, the Benefits to be offered 

during the next Benefits plan year, and ends at the next effective date. 

Page 4 of 9

(iii) until the expiration of an Agency Contractor's current collective bargaining 

agreement(s) where all of the following conditions have been met: 

1. the provision of Benefits is governed by one or more collective bargaining 

agreement(s); 

II. the Agency Contractor has taken all reasonable measures to end discrimination in 

Benefits by either requesting that the Union(s) involved agree to reopen the 

agreement(s) in order for the Agency Contractor to take whatever steps necessary to 

end discrimination in Benefits or by ending discrimination in Benefits without 

reopening the collective bargaining agreement(s); 

III. the Agency Contractor cannot end discrimination in Benefits despite taking all 

reasonable measures to do so; and 

IV. the Agency Contractor provides a Cash Equivalent to eligible employees for whom 

Benefits are not available. 

(c) Reasonable Measures. An Agency Contractor will not be deemed to be discriminating in the 

provision of Benefits where, after taking all reasonable measures, the Agency Contractor is 

unable to end discrimination in Benefits and instead provides the closest approximation of equal 

Benefits available. If the cost of providing the closest approximation of equal Benefits is at least 

33 percent less expensive than the cost of providing equal Benefits, the Agency Contractor must 

also make a Cash Equivalent payment.5 The Agency will determine whether an Agency 

Contractor has taken all reasonable measures upon the review of information and attached 

compelling documentation provided by the Agency Contractor that demonstrates that it is not 

possible for the Agency Contractor to end discrimination in Benefits. A determination that it is 

not possible for the Agency Contractor to end discrimination in Benefits shall be based upon a 

consideration of such factors as: 

(i) Benefits providers identified and contacted, in writing, by the Agency Contractor, and 

written documentation from these providers that they will not provide equal Benefits; 

(ii) the existence of Benefits providers willing to offer equal Benefits to the Agency 

Contractor; and 

s The following scenario is provided as an example of this provision: An Agency Contractor provides health 

insurance coverage for the spouses of its employees under Plan A. Plan A is unwilling to cover the Domestic 

Partners of employees. Plan B will provide coverage to Domestic Partners of employees, but is not as good as Plan 

A because there is a higher deductible and no prescription coverage. The Agency Contractor pays $100 toward the 

premium for spousal coverage under Plan A. Because Plan B is less expensive , the Agency Contractor pays $67 

toward the premium for Domestic Partner coverage under Plan B, which is 33% less than the amount paid under 

Plan A. In order to not discriminate in the provision of Benefits, the Agency Contractor must provide a Cash 

Equivalent of $33 to those employees who elect coverage for their Domestic Partners under Plan B. 

Page 5 of 9

(iii) the existence of federal or state laws which preclude the Agency Contractor from ending 

discrimination in Benefits. 

(d) Alternate Methods of Structuring Benefits. So long as an Agency Contractor does not 

discriminate in the provision of Benefits between employees with spouses and employees with 

Domestic Partners, an Agency Contractor may elect to provide Benefits: 

(i) to individuals in addition to employees' spouses and employees' Domestic Partners; 

(ii) on a basis unrelated to both Marital Status and Domestic Partner status; or 

(iii) neither to employees' spouses nor to employees' Domestic Partners. 

Section 4. Waivers and Exceptions. 

(a) Waivers - Executive Director. The Executive Director will waive the requirements of this 

Policy upon making written findings that the circumstances in (i) or (ii) below exist: 

(i) Sole Source Contract occurs when: 

I. the goods or services to be purchased by the Agency are needed; and 

II. there is only a sole source available to provide the Agency with the needed goods 

or services; and 

III. the prospective Contractor is not currently disqualified from doing business with 

the Agency, or from doing business with any governmental agency based on any 

contract compliance requirements; and 

IV. the contracting department or commission has explained to the prospective 

Contractor the Nondiscrimination in Benefits requirements of Policy and the 

prospective Contractor has refused to stop discriminating in the provision of 

Benefits; and 

V. the Agency (A) constructs the Contract for the shortest reasonable duration and (B) 

attempts to award any future Contracts for the needed goods or services to a 

Contractor that does not discriminate in the provision of Benefits by developing 

contacts with other providers who do comply with the Nondiscrimination in 

Benefits requirements of the Policy and/or by assisting the sole source provider 

with full compliance with the Nondiscrimination in Benefits requirements of the 

Policy. 

(ii) Emergency Contract occurs when: the Contract is necessary to respond to an 

emergency which endangers the public health or safety and no entity which complies 

with the requirements of this Policy capable of performing the emergency work is 

immediately available. 

Page 6 of 9

(b) Waivers - Commission. The Agency Commission may waive by resolution any or all of the 

requirements of this Chapter in any instance in which: 

(i) the Executive Director finds that there are no qualified responsive bidders or prospective 

Contractors who comply with the requirements of this Policy and that the Contract is for 

an essential Agency service or project; or 

(ii) the Executive Director finds that transactions entered into pursuant to bulk purchasing 

arrangements through federal, state or regional entities which actually reduce the 

Agency's purchasing costs would be in the best interests of the Agency. 

(c) Exceptions - Public Entities as Contractors. This Policy shall not apply where the 

prospective Contractor is a public entity and the Executive Director finds that goods, services, 

construction services for a public work or improvement or interest in or right to use real property 

of comparable quality or accessibility as are available under the proposed Contract or Property 

Contract are not available from another source, or that the proposed Contract or Property 

Contract is necessary to serve a substantial public interest. 

(d) Exceptions - Grants or Agreements with Public Entities. This Policy shall not apply where 

the Executive Director finds that its requirements will violate or are inconsistent with the terms 

or conditions of a grant, subvention or agreement with a public agency or the instructions of an 

authorized representative of any such agency with respect to any such grant, subvention or 

agreement, provided that the Executive Director has made a good faith attempt to change the 

terms or conditions of any such grant, subvention or agreement to authorize application of this 

Policy. 

(e) Exceptions - Financial or Investment Services and Litigation Expenses . This Policy shall not 

apply to: 

(i) the investment of trust moneys or agreements relating to the management of trust assets; 

or 

(ii) Agency moneys invested in U.S. government securities or under pre-existing investment 

agreements; or 

(iii) the investment of Agency moneys where the Executive Director finds that: 

1. no person, entity or financial institution doing business in San Francisco which is in 

compliance with this Policy is capable of performing the desired transaction(s); or 

II. the Agency will incur a financial loss which in the opinion of the Executive 

Director would violate the Agency's fiduciary duties. This subparagraph (e) shall 

be subject to the requirement that Agency moneys shall be withdrawn or divested at 

the earliest possible maturity date if deposited or invested with a person, entity or 

financial institution other than the U.S. government which does not comply with 

this Policy; or 

Page 7 of 9

(iv) Contracts for urgent litigation expenses, where the Agency General Counsel certifies in 

writing to the Executive Director that the Contract involves specialized litigation 

requirements such that it would be in the best interests of the Agency to waive the 

requirements of this Policy. 

Section 5 . Jurisdiction. 

(a) Subcontractors. The Nondiscrimination provisions in Section 1(a) do apply to 

Subcontractors. However the nondiscrimination in Benefits requirements in Section 1(b) do not 

apply to Subcontractors. 

(b) Location. The Nondiscrimination in Benefits requirements apply to all locations throughout 

the United States where a Contractor is doing business. 

(c) Covered Entity. The entity which enters into a contract with the Agency is the entity which 

must comply with the Policy. 

(c) Subsidiaries and Joint Ventures. Separate corporate entities, including parents and 

subsidiaries of the entity which contracts with the Agency, are not required to comply with the 

ordinance. In the case of a joint venture, all joint venture partners will be required to comply. 

The Agency will examine the corporate structure of the entity to determine whether it has been 

created for separate, independent and legitimate business reasons, and not for the purpose of 

avoiding the ordinance. The factors to be included in this determination shall include: 

(i) the legal status of the entity; 

(ii) the way in which and location where Benefits are administered; 

(iii) the authority of the person signing the contract; and 

(iv) any other factors deemed relevant by the Executive Director. 

Section 6 . Effective Date. 

The Nondiscrimination in Benefits provisions shall not apply to any Contracts or Property 

Contracts executed or amended prior to January 2, 1998, or to bid packages advertised and made 

available to the public, or any competitive or sealed bids received by the Agency, prior to 

January 2, 1998. 

Section 7. Miscellaneous. 

(a) Verification of Domestic Partnership or Marriage. An Agency Contractor may verify the 

existence of a Domestic Partnership or marriage to the extent such verification is undertaken 

equally for employees with Domestic Partners and employees with spouses. 

(b) Excess Costs. In the event that the actual cost of providing a certain benefit to an employee 

with a Domestic Partner or an employee's Domestic Partner exceeds that of providing the benefit 

Page 8 of 9

to an employee with a spouse or to an employee's spouse, or vice versa, the Agency Contractor 

may condition Nondiscrimination in Benefits upon the employee agreeing to pay the excess 

costs. The excess costs the Agency Contractor may pass on to the employee may include only 

the actual costs of the benefit for that employee and may not include implementation or 

administrative costs, any tax consequence to the employer, or additional costs to other 

employees. 

(c) Taxation. For the purposes of this Policy: 

(i) the withholding of income tax from an employee for income associated with the provision of 

Benefits is permissible to the extent the taxation is required by state or federal law; and 

(ii) nothing in these rules is intended to require an Agency Contractor to take any action that 

would jeopardize the tax-qualified status of a retirement plan. 

(d) Notification. Notification by an Agency Contractor to its employees regarding the provision of 

Benefits to employees with spouses and employees with Domestic Partners must be conducted so 

that all employees are given equal notice of all available Benefits. 

(e) Continuation Coverage. The continuation of Benefits, including health Benefits, should be 

provided equally to the spouses of employees and the Domestic Partners of employees, except 

where otherwise prohibited by law. 

Section 8. Authority. 

The Executive Director, or his or her designee, is hereby granted the power to do all acts and 

exercise all powers referred to in this Policy, provided however, that all Contracts or Property 

Contracts for an amount exceeding $20,000 must be approved by the Agency Commission in 

accordance with the Agency's Purchasing Policy. 

Section 9. Severability. 

This Policy shall be construed so as not to conflict with applicable federal or state laws, rules or 

regulations. Nothing in this Policy shall authorize the Agency to impose any duties or 

obligations in conflict with limitations on local authority established by federal law at the time 

such Agency action is taken. In the event that a court or agency of competent jurisdiction holds 

that state or federal law, rule or regulation invalidates any clause, sentence, paragraph or section 

of this Chapter or the application thereof to any person or circumstances, it is the intent of the 

Agency that the court or agency sever such clause, sentence, paragraph or section so that the 

remainder of this Policy shall remain in effect. 

) n:\j\dompar4 .doc 9/2/97 

Page 9 of 9

1 

SAN FRANCISCO REDEVELOPMENT AGENCY 

INSTRUCTIONS FOR DECLARATION FORM 

Nondiscrimination in, Contracts and Benefits 

A. What is the Nondiscrimination in Contracts Policy? 

The San Francisco Redevelopment Agency's Nondiscrimination in Contracts Policy (Policy) requires companies 

or organizations providing products or services to, or leasing a real property from, the Agency to agree not to 

discriminate against groups who are protected from discrimination under the Policy, and to include a similar 

provision in subcontracts and other agreements. Those provisions are the subjects of this form. The Policy is 

posted on the Web at: www.ci.sf.ca.us/sfra. 

If you do not comply with the Policy, the Agency cannot do business with you, except under certain very limited 

circumstances. 

B. What Agency contracts are covered by the Policy? 

• Contracts or purchase orders where the Agency purchases products, services or construction with 

contractors/vendors whose total amount of business with the Agency exceeds a cumulative amount of 

$5,000 in a 12-month period. 

• Leases of property owned by the Agency for a term of 30 days or more. In these cases, the Agency is 

the landlord. The Policy also applies to leases for a term of 30 days or more where the Agency is the 

tenant. 

C. What are the groups protected from discrimination under the Policy? 

You may not discriminate against: 

• your employees 

• an applicant for employment 

• any employee of the Agency or the City and County of San Francisco 

• a member of the public having contact with you. 

D. What are prohibited types of discrimination? 

You may not discriminate against the specified groups for the following reasons (see Question l a on the 

declaration form). 

• race • color 

• creed • religion 

• ancestry • national origin 

• age • sex 

• sexual orientation • gender identity 

• marital status • domestic partner status 

• disability • AIDS/HIV status 

In the provision of benefits, you also may not discriminate between employees with spouses and employees with 

domestic partners, or between the spouses and domestic partners of employees, subject to the conditions listed in 

F.2 below. 

E. How are subcontracts affected? 

For any subcontract, sublease, or other subordinate agreement you enter into which is related to a contract you 

have with the Agency, you must include a nondiscrimination provision (See Question lb on the Declaration 

Form). The subcontracting provision need not include nondiscrimination in benefits as part of the 

nondiscrimination requirements. If you're unsure whether a contract qualifies as a subcontract, contact the 

Agency division administering your contract with the Agency. "Subcontract " also includes any subcontract of 

your subcontractor for performance of 10% or more of the subcontract. 

SFRA/CC-101 (03/06/03) Page 1

FRANCISCO REDEVELOPMENT AGENCY 

II I SAN 

DECLARATION FORM 

I 19 ,OR Nondiscrimination in Contracts and Benefits 

"1. Nondiscrimination-Protected Classes 

a. Is it your company/organization 's policy that you will not discriminate against your employees, 

applicants for employment, employees of the San Francisco Redevelopment Agency (Agency) or 

City and County of San Francisco (City), or members of the public for the following reasons: 

• race 0 Yes 0 No 

• color 0 Yes O No 

• creed q Yes 0 No 

• religion q Yes q No 

• ancestry 0 Yes O No 

• national origin 0 Yes 0 No 

• age 0 Yes 0 No 

• sex q Yes 0 No 

• sexual orientation q Yes q No 

• gender identity 0 Yes U No 

• marital status q Yes q No 

• domestic partner status 0 Yes U No 

• disability 0 Yes q No 

• AIDS or HIV status q Yes 0 No 

b. Do you agree to insert a similar nondiscrimination provision in any subcontract you enter into for 

the performance of a substantial portion of the contract that you have with the Agency or the City? 

q Yes 0 No 

If you answered "no" to any part of Question 1 a or 1 b, the Agency or the City cannot do business. with you. 

Nondiscrimination-Equal Benefits (Question 2 does not apply to subcontracts or subcontractors) 

a. Do you provide, or offer access to, any benefits to employees with spouses or to spouses of 

employees? 

0 Yes 0 No 

b. Do you provide, or offer access to, any benefits to employees with domestic partners (Partners) or 

to domestic partners of employees? 

0 Yes 0 No 

If you answered "no " to both Questions 2a and 2b, skip 2c and 2d, and sign, date and return this form. 

you answered `yes " to Question 2a or 2b, continue to 2c. 

c. If "yes," please indicate which ones. This list is not intended to be exhaustive. Please list any 

other benefits you provide (even if the, employer does not pay for them). 

Yes, for Yes, 

for 

Benefit 

Spouses Partners No 

• Medical (health, dental, vision) 0 q q 

• Pension q 0 0 

• Bereavement q O 0 

• Family leave q q q 

• Parental leave q q q 

• Employee assistance programs 0 0 0 

• Relocation and travel q 0 0 

• Company discounts, facilities, events q q q 

• Credit union q q O 

• Child care q q q 

• 

• 

Other 

Other 

q U 

q q 

0 

0 

(SFRA/CC-102 - 03/06/03) Please return this form to : SFRA, 770 Golden Gate Ave., San Francisco, CA 94102-3120 Page 1 

If

RESOLUTION NO. 41-98 

(Adopted February 24, 1998) 

REVISING THE COMPLETE IMPLEMENTATION DATE FOR THE 

NONDISCRIMINATION IN CONTRACTS AND EQUAL BENEFITS POLICY 

FROM MARCH 1, 1998 TO JULY 1, 1998 

BASIS FOR RESOLUTION 

1. The Redevelopment Agency of the City and County of San Francisco adopted a 

Nondiscrimination in Contracts and Equal Benefits Policy ("Policy) on September 9, 1997 

with an effective date of March 1, 1998. 

2. Despite staff efforts to fully implement the Policy, substantial additional work remains to be 

done in the areas of systems and procedures development, development of Agency-specific 

forms and informational pieces, vendor outreach and training, and certification of vendors. 

3. In order to provide more time to properly implement the Policy, the complete implementation 

date for the Policy will need to be extended to July 1, 1998 to coincide with the Agency's 

next fiscal year. 

RESOLUTION 

ACCORDINGLY, IT IS RESOLVED by the Redevelopment Agency of the City and County of 

San Francisco that the complete implementation date for the Nondiscrimination in Contracts and 

Equal Benefits Policy is revised as to be effective July 1, 1998. 

APPROVED AS TO FORM: 

VID M. MADWAY 

cy General Counsel

LEGAL_US_W # 68032698.1 

RIDER 5 

Minimum Compensation Policy (Candlestick Point and Phase 2 of the Hunters Point 

Shipyard) 

[ ATTACHED ]

MINIMUM COMPENSATION POLICY 

(CANDLESTICK POINT AND PHASE 2 OF THE HUNTERS POINT SHIPYARD) 

SEC. 1. FINDINGS AND DECLARATIONS 

(a) This Minimum Compensation Policy (Candlestick Point and Phase 2 of the 

Hunters Point Shipyard) (this “Policy”) implements a condition that the Board of Supervisors of 

the City and County of San Francisco placed on its approval of the Project as set forth in section 

14 of the DDA and applies, with a few exceptions, to all employers retaining employees to 

perform work at the Project Site. Capitalized terms used but not otherwise defined in this Policy 

have the definitions given to them in the DDA. 

(b) For purposes of this Policy, the Agency has a proprietary interest in all Contracts 

by virtue of the Tax Increment Allocation Pledge Agreement (Candlestick Point and Phase 2 of 

the Hunters Point Shipyard), which irrevocably pledges all Net Available Increment from the 

Project Site for the payment of Qualified Project Costs. 

SEC. 2. DEFINITIONS 

As used in this Policy the following capitalized terms shall have the following meanings: 

“Agency” shall mean the Redevelopment Agency of the City and County of San 

Francisco. 

“City” shall mean the City and County of San Francisco. 

“Contract” shall mean: (a) a written deed conveying real property in the Project Site 

from Developer or a Developer Successor to a CP-HPS2 Employer; (b) a written lease, sublease, 

permit to enter or license from Developer, a Developer Successor or any tenant or subtenant of 

Developer or a Developer Successor to a CP-HPS2 Employer for the right to use or occupy all or 

any portion of the space in the Project Site; and (c) any other written agreement between 

Developer or a Developer Successor and a CP-HPS2 Employer, or between two or more CP- 

HPS2 Employers, for the provision of Covered Work; provided, that such other written 

agreements shall exclude: 

(a) agreements for the purchase or lease of goods or for guarantees, warranties, 

shipping, delivery or initial installation of such goods; 

(b) agreements involving the expenditure of Project Grants to the extent the 

application of this Policy would violate or be inconsistent with the terms or conditions of the 

applicable grant agreement, or with the rules, regulations or instructions of the public agency 

administering such grant agreement, which terms or conditions or rules, regulations or 

instructions provide for compensation that is less than the Minimum Compensation; and 

(c) agreements that require the CP-HPS2 Employer to pay no less than the 

“prevailing rate of wage” in accordance with state or federal law or Agency policy, but only to 

the extent: (a) each Covered Employee is covered by such requirement; and (b) such prevailing 

rate of wage is not less than the Minimum Compensation. 

LEGAL_US_W # 66156688.1 -1-

“Contract Amendment” shall mean an agreement entered into on or after the Effective 

Date pursuant to which a written agreement with a CP-HPS2 Employer for the provision of 

Covered Work is modified or supplemented in order to: 

(a) extend the term; 

(b) increase the total amount of payments due to the CP-HPS2 Employer; or 

(c) modify the scope of services to be performed by the CP-HPS2 Employer. 

“Covered Employee” shall mean: 

(d) An Employee who, during the regular work week, performs at least ten (10) hours 

of Covered Work; 

(e) Notwithstanding the foregoing, the term “Covered Employee” shall exclude the 

following Employees: 

(i) Any Employee who is: 

(A) under the age of eighteen (18) and is claimed as a dependent for 

federal income tax purposes and is employed as an after-school or summer Employee; or 

(B) employed as a trainee in a bona fide training program consistent 

with Federal law, which training program enables the Employee to advance into a 

permanent position; provided, however, these exemptions only apply when the Employee 

does not replace, displace or lower the wage or benefits of any existing position or 

Employee; and 

(ii) Any Employee with a disability who: 

(A) is covered by a current sub-minimum wage certificate issued to the 

CP-HPS2 Employer by the U.S. Department of Labor; or 

(B) would be covered by such a certificate but for the fact that the CP- 

HPS2 Employer is paying a wage equal to or higher than the minimum wage. 

“Covered Work” shall mean work in the Project Site that does not constitute 

construction services. 

“CP-HPS2 Employer” shall mean all Employers who have twenty (20) or more Covered 

Employees that perform Covered Work. 

“Developer” is defined in the DDA. 

“Developer Successor” shall mean a successor-in-interest to Developer, each Vertical 

Developer and each Transferee of real property in the Project Site and their respective 

successors-in-interest of title to such real property. 

LEGAL_US_W # 66156688.1 -2-

“Employee” shall mean any person who is employed by a CP-HPS2 Employer, including 

part-time and temporary employees. 

“Employer” shall mean any person or entity that employs a person for work in the 

Project Site, including but not limited to, as applicable, Developer and Developer Successors, 

and any other entities, and all persons claiming under or through them who hire a person for 

employment at the Project Site; provided, that a governmental entity shall not constitute an 

“Employer”. 

3. 

“Minimum Compensation” shall mean each of the components required under Section 

“Nonprofit Corporation” shall mean a nonprofit corporation, duly organized, validly 

existing and in good standing under the laws of the jurisdiction of its incorporation and (if a 

foreign corporation) in good standing under the laws of the State of California, which 

corporation has established and maintains valid nonprofit status under Section 501(c)(3) of the 

United States Internal Revenue Code of 1986, as amended, and all rules and regulations 

promulgated under such Section. 

“Pay Period” shall mean the applicable CP-HPS2 Employer’s regular pay period. 

“Project Grants” are defined in the DDA. 

“Redevelopment Plan” is defined in the DDA. 

“Transferee” is defined in the DDA. 

“Vertical Developer” is defined in the DDA. 

SEC. 3. MINIMUM COMPENSATION COMPONENTS 

Minimum Compensation shall consist of each of the following: 

(a) (i) Starting April 7, 2009, the hourly gross compensation in the amount of 

$11.54 per hour for commercial businesses subject to this Policy and $11.03 per hour for 

nonprofit organizations subject to this Policy. 

(ii) Notwithstanding the foregoing in Section 3(a)(i) , and without the need of 

further action by the Agency Commission, the hourly gross compensation required under this 

Policy shall automatically increase to match the rate required by the City’s minimum 

compensation ordinance (San Francisco Administrative Code, Chapter 12P) as amended from 

time to time. In order to provide predictability in budgeting, rate increases under this provision 

shall apply to new Contracts entered into after the effective date of any such increase and shall 

not apply to then existing Contracts or Contract Amendments. 

(iii) The hourly gross compensation required by the City and required under 

this Policy is currently posted by the City’s Office of Labor Standards on its website at 

LEGAL_US_W # 66156688.1 -3-

http://www.sfgov.org/site/olse_index.asp?id=27459. However, any future increases in the 

hourly gross compensation shall apply whether or not posted on the City’s website. 

(iv) Amendments to the City’s minimum compensation ordinance (San 

Francisco Administrative Code, Chapter 12P) other than changes to the hourly gross 

compensation shall not apply to this Policy unless expressly adopted by the Agency 

Commission. 

(b) Compensated time off (at the compensation rates specified in Section 3(a)) in an 

hourly amount that, on an annualized basis for a full-time employee, equals twelve (12) days per 

year. Such time off shall vest with the Covered Employee at the end of the applicable Pay 

Period and may be used, for sick leave, vacation or personal necessity. Notwithstanding the 

foregoing, if a CP-HPS2 Employer reasonably determines, in good faith, that the CP-HPS2 

Employer cannot comply with this requirement for compensated time off, the CP-HPS2 

Employer shall provide the Covered Employee with a cash equivalent of such compensated time 

off. 

(c) Uncompensated time off in an hourly amount that, on an annualized basis for a 

full-time employee, equals ten (10) days per year. Such time off shall vest with the Covered 

Employee at the end of the applicable Pay Period and may be used, at the option of the Covered 

Employee, for sick leave for the illness of the Covered Employee or such Covered Employee’s 

spouse, domestic partner, child, parent, sibling, grandparent or grandchild. 

SEC. 4. CONTRACT REQUIREMENTS 

Every Contract or Contract Amendment entered into on or after the Effective Date shall provide 

as follows: 

(a) For each hour worked by a Covered Employee during each Pay Period during the 

term of the Contract (as such term may be extended from time to time), the CP-HPS2 Employer 

shall provide to such Covered Employee no less than the Minimum Compensation. 

(b) Failure to comply with the foregoing requirement shall constitute a material 

breach by the CP-HPS2 Employer of the terms of the Contract. 

(c) If, within thirty (30) days after the CP-HPS2 Employer receives written notice of 

such a breach, the CP-HPS2 Employer fails to cure such breach or, if such breach cannot 

reasonably be cured within such period of thirty (30) days, the CP-HPS2 Employer fails to 

commence efforts to cure within such period, or thereafter fails to diligently pursue such cure to 

completion, the Agency shall have the right to pursue any rights or remedies available to it under 

the terms of the Contract or under applicable law. 

(d) The CP-HPS2 Employer shall not discharge, reduce in compensation, or 

otherwise discriminate against any Employee for complaining to the Agency with regard to the 

CP-HPS2 Employer’s lack of compliance or anticipated lack of compliance with this Policy, for 

opposing any practice proscribed by this Policy, for participating in proceedings related to this 

Policy, or for seeking to assert or enforce any rights under this Policy by any lawful means. 

LEGAL_US_W # 66156688.1 -4-

(e) The CP-HPS2 Employer represents and warrants that it is not an entity that was 

set up, or is being used, for the purpose of evading the intent of this Policy. 

(f) The CP-HPS2 Employer shall keep itself informed of the current Minimum 

Compensation, and shall provide prompt written notice to all of its’ Covered Employees of 

annual adjustments to the Minimum Compensation, as well as any written communications 

received by the CP-HPS2 Employer from the Agency, which communications are marked to 

indicate that they are to be distributed to Covered Employees. 

(g) The CP-HPS2 Employer shall provide reports to the Agency in accordance with 

any reporting standards promulgated by the Agency’s Contract Compliance Division. 

(h) The CP-HPS2 Employer shall provide the Agency with access to records 

pertinent to compliance with this Policy after receiving a written request to do so and being 

provided at least five (5) business days to respond. 

(i) The Contract Compliance Division may conduct random audits of CP-HPS2 

Employers. Random audits shall be (i) noticed in advance in writing; (ii) limited to ascertaining 

whether Covered Employees are paid at least the Minimum Compensation; (iii) accomplished 

through an examination of pertinent records at a mutually agreed upon time and location within 

ten (10) days of the written notice; and (iv) limited to one audit per CP-HPS2 Employer every 

two (2) years for the duration of the Contract. Nothing in this Section 4(i) shall be deemed to 

interfere with the authority of the Contract Compliance Division to investigate any report of an 

alleged breach of a Contract as provided in Section 5(b). 

(j) The CP-HPS2 Employer shall promptly notify the Contract Compliance Division 

of any subcontractors performing services covered by this Policy and shall certify to the Contract 

Compliance Division that it has notified the subcontractors of their obligations under this Policy. 

(k) The CP-HPS2 Employer shall comply with the applicable terms of this Policy. 

(l) To the extent required in order to enforce its rights as set forth in this Policy, the 

Agency shall be a third party beneficiary of the provisions of such Contract that effectuate the 


SEC. 5. ADMINISTRATION AND ENFORCEMENT 

(a) The Contract Compliance Division shall adopt the guidelines or rules adopted by 

the City and County of San Francisco for implementation of the City’s Minimum Compensation 

Ordinance. At the option of the Contract Compliance Division, additional or revised guidelines 

or rules for the administration of this Policy may be adopted to facilitate the Agency’s 

implementation of this Policy. Such guidelines and rules shall not be adopted finally until the 

Contract Compliance Division has held at least one (1) public community meeting and a 

workshop at a regularly scheduled Agency Commission meeting on such proposed guidelines 

and rules. The guidelines and rules shall establish procedures for providing administrative 

hearings requested by Covered Employees to determine whether a CP-HPS2 Employer has 

breached a Contract with respect to the Minimum Compensation requirements of this Policy. 

The guidelines and rules shall also establish procedures permitting CP-HPS2 Employers to 

LEGAL_US_W # 66156688.1 -5-

provide payroll information in confidence to the Agency for purposes of monitoring compliance 

under this Policy and authorizing disclosure of the information by the Agency only when 

necessary for enforcement purposes. The Contract Compliance Division shall also issue a 

determination as to whether a particular instrument constitutes a Contract that is subject to the 

requirements of this Policy. The Contract Compliance Division shall report annually on 

compliance with this Policy to the Agency Commission. Such report shall include cumulative 

information regarding the number of waivers granted by the Executive Director or Agency 

Commission pursuant to Sections 7, 8, 9 and 10 and statistical data regarding such waivers. 

(b) A Covered Employee may report to the Contract Compliance Division in writing 

any alleged breach by a CP-HPS2 Employer of the terms required to be contained in the 

applicable Contract under this Policy. The Contract Compliance Division shall investigate any 

such report. If the Contract Compliance Division determines that a CP-HPS2 Employer is in 

breach of any such term, the Contract Compliance Division shall notify the Executive Director of 

its findings and of any action that the Contract Compliance Division requests that the Executive 

Director take with respect to such breach. In order to ensure compliance with this Policy and to 

enhance the monitoring activities of the Contract Compliance Division, the Agency desires to 

encourage reporting by Covered Employees pursuant to this subsection. The Contract 

Compliance Division shall keep confidential, to the maximum extent permitted by applicable 

law, the Covered Employee’s name and other identifying information. 

(c) In addition to any other rights or remedies available to the Agency under the 

terms of the Contract or under applicable law, the Agency shall have the following rights in the 

event of such failure by the CP-HPS2 Employer: 

(i) the right to charge the CP-HPS2 Employer an amount equal to the 

difference between the Minimum Compensation levels required by this Policy and any 

compensation actually provided to each Covered Employee who was not paid in accordance with 

the terms of this Policy, together with interest on such amount from the date payment was due at 

the maximum rate then permitted by law; 

(ii) in the event of a breach by CP-HPS2 Employer of the covenant referred to 

in Section 4(d), the right to seek reinstatement of the affected Covered Employee or to obtain 

other appropriate equitable relief; and 

(iii) the right to bar a CP-HPS2 Employer from entering into future contracts 

with the Agency for three (3) years. 

Each of these rights shall be exercisable individually or in combination with any other rights or 

remedies available to the Agency. Any amounts realized by the Agency pursuant to this 

subsection shall be paid to each applicable Covered Employee. 

(d) Each Covered Employee shall be a third-party beneficiary under the Contract as 

set forth in this Section 5(d) and Section 5(e), and may pursue the following remedies in the 

event of a breach by the CP-HPS2 Employer of any contractual covenant described in Section 3 

or Section 4, but only after the Covered Employee has provided the notice and participated in the 

administrative review hearing provided in this subsection. The Covered Employee shall give 

LEGAL_US_W # 66156688.1 -6-

written notice of a breach to the CP-HPS2 Employer and to the Contract Compliance Division. 

If the Contract Compliance Division determines that no breach has occurred, or if the Agency 

fails to obtain the cure of a breach by the CP-HPS2 Employer within sixty (60) days after receipt 

of notice by the Covered Employee, the Covered Employee may request an administrative 

review hearing. The Covered Employee must request such a hearing within ninety (90) days 

after giving written notice of the breach. Unless the Covered Employee withdraws the request 

for a hearing, the Contract Compliance Division shall conduct, or arrange to have conducted, a 

hearing. The Covered Employee shall have the right to attend the hearing personally or through 

a designated representative. The Contract Compliance Division shall notify the CP-HPS2 

Employer of the hearing so that the CP-HPS2 Employer may attend and present evidence. After 

the hearing is completed, the person conducting the hearing shall determine whether the CP- 

HPS2 Employer has breached the Contract. Upon the issuance of a written decision finding a 

breach, and after a waiting period of twenty-one (21) days, the Covered Employee may bring an 

action against the CP-HPS2 Employer for such breach in the Superior Court of the State of 

California, as appropriate, unless the Agency has commenced an action against the CP-HPS2 

Employer based on the breach, or obtained compliance, within the 21-day waiting period and 

provided notice to the Covered Employee of that action. If the Covered Employee prevails in 

such action, the Covered Employee may be awarded: (A) an amount equal to the difference 

between the Minimum Compensation and any compensation actually provided to the Covered 

Employee, together with interest on such amount from the date payment was due at the 

maximum rate then permitted by law; and (B) in the event of a breach by CP-HPS2 Employer of 

the covenant referred to in Section 4(d), the right to seek reinstatement or to obtain other 

appropriate equitable relief. 

(e) In the event of any legal action or proceeding between CP-HPS2 Employer and a 

Covered Employee arising from this Agreement, the unsuccessful party to such action or 

proceeding shall pay to the prevailing party all reasonable costs and expenses, including 

reasonable attorney’s fees and disbursements, incurred by such prevailing party in such action or 

proceeding and in any appeal in connection with such action or proceeding; provided, however, 

that a CP-HPS2 Employer shall be entitled to such costs and expenses only if the court 

determines that the Covered Employee’s action or proceeding was frivolous, vexatious or 

otherwise an act of bad faith. If such prevailing party recovers a judgment in any such action, 

proceeding or appeal, such costs, expenses and attorneys’ fees and disbursements shall be 

included in and as a part of such judgment. This Article does not authorize any award of costs, 

expenses, or attorney’s fees in favor of or against the Agency. 

(f) The Agency shall maintain the confidentiality of payroll information obtained in 

the course of monitoring compliance with this Policy and shall disclose such information only as 

necessary for enforcement purposes. 

(g) The Contract Compliance Division shall develop a procedure for obtaining an 

assurance from CP-HPS2 Employers when they a Contract subject to this Policy that they 

comply with the requirements of this Policy, such as the signing of an affidavit of compliance. 

(h) This Policy shall be enforceable by the Agency and Covered Employees directly 

against CP-HPS2 Employers in accordance with its terms, although neither Developer nor any 

Developer Successor shall have any liability for the failure of a CP-HPS2 Employer to comply 

LEGAL_US_W # 66156688.1 -7-

with this Policy, except to the extent that (i) such Developer or such Developer Successor did not 

assign the obligations under this Policy to such CP-HPS2 Employer or a Developer Successor as 

required; (ii) such Developer or such Developer Successor is such CP-HPS2 Employer; or (iii) 

such Developer or such Developer Successor did not comply with the requirements of Section 4 

with respect to such CP-HPS2 Employer. The foregoing shall not limit Developer’s, any 

Vertical Developer’s or any Transferee’s liability under the DDA for any such Person’s failure to 

comply with its obligations under the DDA or any Assignment and Assumption Agreement. 

SEC. 6. WAIVERS 

The Executive Director shall waive the requirements of this Policy under any of the following 

circumstances: 

(a) The Executive Director has determined that: 

(i) either 

(A) there is only one prospective CP-HPS2 Employer willing to enter 

into the applicable Contract; or 

(B) the needed services under the applicable Contract are available 

only from a single source; 

and 

(ii) the prospective CP-HPS2 Employer is not currently disqualified from 

doing business with the Agency or any other governmental agency. 

(b) The Executive Director has determined in writing that the Contract is necessary to 

respond to an emergency which endangers the public health or safety and no entity that complies 

with the requirements of this Policy and is capable of responding to the emergency is 

immediately available to perform the required services. 

(c) The Executive Director has determined in writing that: 

(i) there are no qualified responsive bidders or prospective vendors that 

comply with the requirements of this Policy; and 

(ii) the Contract is for a service, project, or property that is essential to the 

Agency or the public. 

(d) the Executive Director has determined in writing that: 

(i) the services to be purchased are available under a bulk purchasing 

arrangement with a federal, state or local governmental entity; 

(ii) purchase under such arrangement will substantially reduce the cost of 

purchasing such Services; and 

LEGAL_US_W # 66156688.1 -8-

or the public. 

(iii) purchase under such an arrangement is in the best interest of the Agency 

SEC. 7. ADDITIONAL WAIVERS BY THE EXECUTIVE DIRECTOR - 

NONPROFIT CORPORATIONS 

A Nonprofit Corporation may seek a waiver from the requirements of the adjustments 

provided in Sections 3(a)(ii) and 3(a)(iii) if the highest paid managerial position in the 

organization earns a salary which, when calculated on an hourly basis, is not more than six times 

the lowest wage paid by the organization to a Covered Employee. The Nonprofit Corporation 

shall provide to the Contract Compliance Division a written statement, prepared and signed by 

the Nonprofit Corporation, setting forth an explanation of the economic hardship to the 

Nonprofit Corporation or the negative impact on services that would result from compliance with 

this Policy. The Executive Director may grant the requested waiver. Each waiver shall be 

effective for a period of up to one year, and subsequent waivers may be requested and granted. 

SEC. 8. SPECIAL WAIVER BY THE AGENCY COMMISSION 

Upon receipt of an application from the CP-HPS2 Employer stating fully the grounds of the 

request and the facts pertaining thereto, the Agency finds following its own further investigation 

that the application of this Policy would result in an adverse impact on services or an 

unreasonable financial impact on the Contract. In order to permit any such waiver, the Agency 

must determine that: 

(a) The application of this Policy would result in practical difficulties or unnecessary 

hardships inconsistent with the general purpose and intent of the applicable Redevelopment Plan; 

(b) There are exceptional circumstances or conditions applicable to the property, the 

intended development of the property, or the services proposed through a contract, which do not 

apply generally to other properties or contracts having the same standards, restrictions and 

controls; 

(c) Permitting a waiver, for a specified period of time, will not be materially 

detrimental to the public welfare or injurious to property or improvement in the area; and 

(d) Permitting a waiver, for a specified period of time, will not be contrary to the 

objectives of the applicable Redevelopment Plan. 

Waivers shall only be granted for a limited time period as determined to be needed to 

promote the general purpose and intent of the applicable Redevelopment Plan. Subsequent 

waivers may be requested and either granted or denied. The Agency anticipates the all Contracts 

will eventually transition to achieving a viability that will allow for covered CP-HPS2 

Employers to comply with this Policy. 

LEGAL_US_W # 66156688.1 -9-

SEC. 9. WAIVER THROUGH COLLECTIVE BARGAINING 

All or any portion of the applicable requirements of this Policy may be waived in a bona fide 

collective bargaining agreement, provided that such waiver is explicitly set forth in such 

agreement in clear and unambiguous terms. 

SEC. 10. RELATIONSHIP TO OTHER REQUIREMENTS 

This Policy provides a minimum level of compensation and shall not be construed to preempt or 

otherwise affect any other law, regulation or requirement providing a higher level of 

compensation. 

SEC. 11. PREEMPTION 

Nothing in this Policy shall be interpreted or applied so as to create any power or duty in conflict 

with any federal or state law. 

SEC. 12. EFFECTIVE DATE 

This Policy shall become effective the Effective Date. 

SEC. 13. SEVERABILITY 

If any part or provision of this Policy, or the application of this Policy to any person or 

circumstance, is held invalid, the remainder of this Policy, including the application of such part 

or provisions to other persons or circumstances, shall not be affected by such a holding and shall 

continue in full force and effect. To this end, the provisions of this Policy are severable. 

LEGAL_US_W # 66156688.1 -10-

LEGAL_US_W # 68032698.1 

RIDER 6 

Health Care Accountability Policy 

[ ATTACHED ]

ATTACHMENT B 

SAN FRANCISCO REDEVELOPMENT AGENCY 

AMENDED HEALTH CARE ACCOUNTABILITY POLICY 

SECTION 1. FINDINGS AND DECLARATIONS 

1.1 The San Francisco Redevelopment Agency of the City and County of San Francisco (the 

“Agency”) enters into many contracts, including, but not limited to, service contracts, loan and 

grant agreements and property agreements, in furtherance of the objectives of the California 

Community Redevelopment Law (Health and Safety Code Section 33000 et seq., the “Law”) in 

the interest of the health, safety and general welfare of the City of San Francisco’s (“City”) 

residents. 

1.2 These contracts and agreements have at times involved compensation to the contracting 

parties’ or their subcontractors’ employees that does not include health benefits or does not 

provide a high enough level of compensation that would allow an employee to acquire their own 

health insurance. Uninsured persons seeking medical assistance place an immediate burden on 

the City’s limited public health resources and place the uninsured at a far greater level of health 

risk. Requiring these contracting parties and their subcontractors to offer health benefits to their 

employees, or to make payments to the City’s Department of Public Health to provide for the 

care of such persons, or to participate in a health benefits program developed by the City’s 

Director of Health, will improve the health, safety and general welfare of San Francisco’s 

residents by ensuring health benefits for many more of the City’s residents who are now 

uninsured. 

SECTION 2. DEFINITIONS 

As used in this Policy the following capitalized terms shall have the following meanings: 

2.1 “Agency” shall mean the Redevelopment Agency of the City and County of San 

Francisco. 

2.2 “Agency Property” means real property that is owned by the Agency or which the 

Agency has exclusive use. “Exclusive use” means the right to use or occupy real property to the 

exclusion of all others, subject to the rights reserved by the party granting such exclusive use. 

2.3 “City” shall mean the City and County of San Francisco. 

2.4 “Contract” shall mean an agreement or portion of an agreement that provides for 

services to be purchased at the expense of the Agency or out of funds established by ordinance or 

MOU, or otherwise controlled by the Agency. The term "Contract" shall include, without 

limitation, Property Agreements, Included Subcontracts and agreements such as grant 

agreements, pursuant to which agreements the Agency grants funds to a Contractor for services 

(including, without limitation, cultural activities, performances or exhibitions) to be rendered to 

Agency Health Care Accountability Policy Page 1 of 17 

Amended 04-07-09

all or any portion of the public rather than to Agency. Notwithstanding the foregoing, the term 

"Contract" shall exclude: 

(a) Agreements for a duration of less than one (1) year. Contractors are prohibited 

from entering into multiple contracts of short duration order to evade the requirements of this 

Policy; 

(b) Agreements for the purchase or lease of goods, or for guarantees, warranties, 

shipping, delivery, installation or maintenance of such goods. Where an agreement is for the 

purchase or lease of both goods and other services, the agreement shall not be deemed a 

“Contract” if a preponderance of the contract amount is for goods; 

(c) Agreements entered into pursuant to settlement of legal proceedings; 

(d) Agreements for urgent or specialized advice, consultation or litigation services for 

the Agency where the General Counsel finds that it would be in the best interests of the Agency 

not to include the requirements of this Policy; 

(e) Agreements with any person or entity if the amount of the agreement is less than 

$25,000 (in the case of a for-profit entity or person) or less than $50,000 (in the case of a 

Nonprofit Corporation). However, if the Contracting Party has multiple agreements with the 

Agency in a given fiscal year (which agreements would be considered “Contracts” under this 

Policy except that the individual dollar amounts are below the thresholds set forth in the 

preceding sentence) and the cumulative amount of such agreements is $75,000 or more, the 

provisions of this Policy shall apply to each such agreement from the date on which the 

triggering Contract is executed; 

(f) Agreements for the investment, management or use of trust assets where 

compliance would violate the fiduciary duties of the trustee; 

(g) Agreements executed prior to the Effective Date (unless and until a Contract 

Amendment is executed); 

(h) Agreements executed after the Effective Date (unless and until a Contract 

Amendment is entered into) pursuant to, and within the scope of, bid packages or requests for 

proposals advertised and made available to the public prior to the Effective Date, unless the bid 

packages or requests for proposals are materially amended on or after the Effective Date; 

(i) Agreements that require the expenditure of grant funds awarded to the Agency by 

another entity. If a Contract is funded both by grant funds and non-grant funds, the entire 

Contract is exempt; provided that, if the use of the grant funds is severable from the non-grant 

funds, the Contract is exempt only with respect to the use of the grant funds; 

(j) Agreements pursuant to which the Agency awards a grant to a Nonprofit 

Corporation; 

(k) Agreements with a public entity; 


Amended 04-07-09

(l) Agreements for employee benefits to be provided to Agency employees, where 

the Executive Director finds that no person or entity is willing to comply with this Policy and is 

capable of providing the required employee benefits; 

(m) Agreements for the investment, management or use of Agency monies where the 

Executive Director finds that requiring compliance with this Policy will violate the Agency’s 

fiduciary duties and for the investment of retirement, health or other funds held in trust pursuant 

to Charter, statute, ordinance or MOU where the official or officials responsible for investing or 

managing such funds find that requiring compliance with this Policy will violate their fiduciary 

duties; 

(n) Loan agreements and agreements made in connection with loans or grants under 

which the Agency, as creditor or grantor, is providing funds to be used by the debtor or grantee 

to: 

i. Acquire an interest in real property on which residential improvements for 

low- or moderate-income households will be constructed; 

ii. Construct improvements owned or leased by the debtor or grantee, on 

condition that residents of the improvements qualify as low- or moderate-income households; or 

iii. Rehabilitate improvements owned or leased by the debtor or grantee; 

(o) Disposition and development or groundlease agreements of Agency Property on 

which residential improvements for low-or-moderate income households will be constructed or 

existing improvements will be operated for low-or-moderate income households; provided, 

however, that any leases for commercial space in such properties shall be considered Included 

Leases and shall be subject to the requirements of this Policy; 

(p) Agreements between a Tenant or Subtenant and a Contractor to perform services 

on property covered by a Lease if the Contractor does not provide such services on a regular and 

on-going basis. For purposes of this exemption, if employees of the Contractor and any 

Subcontractors cumulatively work on the Lease property less than 130 days within a 12-month 

period, the agreement shall not be considered regular and on-going. 

(q) Agreements with an owner (such as owner participation agreements) where such 

agreement is granted in the exercise of the Agency’s regulatory or police powers. 

2.5 “Contract Amendment” shall mean a modification to an agreement which extends the 

term, increases the total amount of payments due from the Agency (except where such increase 

is due solely to cost of living adjustments), or modifies the scope of services to be performed by 

the Contractor; provided that the resulting agreement falls within the definition of “Contract.” 

(a) Notwithstanding the foregoing, “Contract Amendment” does not include a onetime 

extension of the term of a Contract for up to 6 months, or a construction change order, 

modification or amendment to a Contract executed by the Agency for its benefit (as determined 

by the Executive Director. 


Amended 04-07-09

2.6 “Contractor” shall mean the person or entity that enters into a Contract with the Agency. 

The term “Contractor” also means any person or entity that enters into a Contract with a Tenant 

or Subtenant to perform services on property covered by a Lease. 

2.7 “Covered Employee” shall mean: 

(a) An Employee of a Contractor or Subcontractor who works on an Agency 

Contract or Subcontract for 15 hours or more per Week. 

i. Within the geographic boundaries of the City of San Francisco; or 

ii. Elsewhere in the United States. 

(b) An Employee of a Tenant or Subtenant who works 20 hours or more per 

Week on property that is covered by a Lease or Sublease; and 

(c) An Employee of a Contractor or Subcontractor that has a Contract or Subcontract 

to perform services on property covered by a Lease or Sublease if the Employee works 15 hours 

or more per Week on the property. 

(d) A Contractor or Subcontractor may not divide an employee’s time between 

working on an Agency contract and working on other duties with the intent of reducing the 

number of Covered Employees working on the Contract to evade compliance with this policy. 

Such action shall constitute a violation of this policy. 

Notwithstanding the foregoing, the term “Covered Employee” does not include the 

following: 

(1) Any Employee under the age of eighteen (18) who is a student, 

provided that the Employee does not replace, displace or lower the wage or benefits of any 

existing position or Employee; or 

(2) Any Employee who is (i) a temporary Employee hired for a timelimited 

period, and (ii) for that period is receiving academic credit or completing mandatory 

hours for professional licensure or certification, and (iii) the Employee does not replace, displace 

or lower the wages or benefits of an existing position or Employee; or 

(3) Any Employee employed as a trainee in a bona fide training 

program consistent with Federal law, which training program enables the Employee to advance 

into a permanent position, provided that the Employee does not replace, displace or lower the 

wage or benefits of any existing position or Employee; or 

(4) Any Employee that the Contracting Party is required to pay no less 

than the “prevailing rate of wage” in accordance with the Agency’s Prevailing Wage Policy; or 

(5) Any disabled Employee who is covered by a current sub-minimum 

wage certificate issued to the employer by the U.S. Department of Labor or would be covered by 


Amended 04-07-09

such a certificate but for the fact that the employer is paying a wage equal to or higher than the 

minimum wage; or 

(6) Any Employee of a Nonprofit Corporation who is a temporary 

employee, hired on an hourly or per diem basis to replace a regular employee during a temporary 

absence from the workplace. 

2.8 “Effective Date” shall mean April 7, 2009, the date the Agency Commission approves 

this Policy. 

2.9 “Employee” shall mean any person who is employed by a Contractor, including parttime 

and temporary employees. 

2.10 “Included Lease” shall mean a lease, sublease or other agreement with any person or 

entity for the exclusive right to occupy or use all or any portion of real property owned, leased or 

otherwise controlled by the Agency in which the Agency has a Proprietary Interest. 

2.11 “Lease” shall mean a written agreement (including, without limitation, any lease, 

concession or license) in which: 

(a) The Agency gives to another party the exclusive use of Agency Property for a 

term exceeding one year, whether by single or cumulative instruments. If cumulative 

instruments cause the term of the agreement to exceed one year, the agreement shall be subject to 

this Policy only on or after the effective date of the instrument which causes the term to exceed 

one year. “Lease” includes “Lease Amendment”. 

(b) The Contractor gives to another party the exclusive use of property in which the 

Agency has a Proprietary Interest for a term exceeding one year, whether by single or cumulative 

instruments. If cumulative instruments cause the term of the agreement to exceed one year, the 

agreement shall be subject to this Policy only on or after the effective date of the instrument 

which causes the term to exceed one year. 

2.12 “Lease Amendment” shall mean a modification to a Lease that extends the term or 

materially changes any other provision of the Lease. 

(a) Notwithstanding the foregoing, “Lease Amendment” does not include a one-time 

extension of the term of a Lease for up to 6 months, or relocation of the leased premises at the 

request of the Agency for its benefit or convenience (as determined by the Agency Executive 

Director). 

2.13 “Nonprofit Corporation” shall mean a nonprofit corporation, duly organized, validly 

existing and in good standing under the laws of the jurisdiction of its incorporation and (if a 

foreign corporation) in good standing under the laws of the State of California, which 

corporation has established and maintains valid nonprofit status under Section 501(c)(3) of the 

United States Internal Revenue Code of 1986, as amended, and all rules and regulations 

promulgated under such Section. 


Amended 04-07-09

2.14 “Policy” shall mean this Amended Health Care Accountability Policy adopted by the 

Agency Commission on April 7, 2009. 

2.15 “Property Agreements” shall mean Disposition and Development Agreements (DDAs), 

Groundleases, and any other agreements with the Agency (other than Excluded Subcontracts) in 

which the Agency has a Proprietary Interest. 

2.16 “Proprietary Interest” shall mean any nonregulatory arrangement or circumstance in 

which the financial or other nonregulatory interests of the Agency in a Contract could be 

adversely affected, in the following circumstances: 

(a) The Agency receives significant ongoing revenue (such as rent payments) under a 

lease or ground lease of real property owned by the Agency for the development of a project 

pursuant to a Contract, excluding government fees or tax or assessment revenues, or the like 

(except for tax revenues under the circumstances specified in Section 2.16(b)); 

(b) The Agency receives ongoing revenue from a project pursuant to a Contract to 

pay debt service on bonds or loans provided by the Agency to assist the development of such 

project (including incremental tax revenues generated by the project or the development project 

in which it is located and used, directly or indirectly, to pay debt service on bonds or to repay a 

loan by the Agency where the proceeds are used for development of that project or the 

development project in which it is located; 

(c) The Agency has agreed in a Contract to underwrite or guarantee the development 

or operation of a development project, or loans related thereto; 

(d) The Agency pursuant to a Contract receives a continuing financial payment that is 

specific to that project, which is not a tax or other charge of general applicability or a one-time 

payment for the land; 

(e) The Agency receives a share in the profits of a project in a negotiated economic 

participation agreement pursuant to a Contract; or 

(f) In addition to the circumstances described above, the Agency shall be deemed to 

have a Proprietary Interest in a Contract for a project if the Agency determines or an interested 

party demonstrates prior to the effective date of the Contract pursuant to which a project will be 

operated that there is a significant risk that the Agency's financial or other nonregulatory interest 

in the project could be adversely affected, except that no circumstance or arrangement shall be 

considered “financial or non-regulatory” under this definition if it arises from the exercise of 

regulatory or police powers such as taxation or the receipt of tax increment funds as provided in 

Article 16, section 16 of the California Constitution (except as provided in Section 2.16(b)) 

above), zoning or the issuance of regulatory permits. 

2.17 “Week” shall mean a consecutive seven-day period. If the Contractor's regular pay period 

is other than a seven-day period, the number of hours worked by an employee during a sevenday 

Week, for purposes of this Policy, shall be calculated by adjusting the number of hours 


Amended 04-07-09

actually worked during the Contractor’s regular pay period to determine the average over a 

seven-day Week. However, such period of averaging shall not exceed a duration of one month. 

2.18 “Subcontract” shall mean an agreement between a Contractor and a person or entity 

pursuant to which the person or entity agrees to perform all or a portion of the services covered 

by a Contract. 

(a) Notwithstanding the foregoing, the term “Subcontract” does not include: 

i. Agreements for the purchase or lease of goods, or for guarantees, 

warranties, shipping, delivery, installation or maintenance of such goods. When an agreement is 

for the purchase or lease of both goods and other services, the agreement shall not be deemed a 

“Subcontract” if a preponderance of the Contract amount is for goods; or 

ii. Agreements with a public entity. 

2.19 “Subcontractor” shall mean a person or entity that enters into a Subcontract. 

2.20 “Sublease” shall mean any agreement with any person or entity for the exclusive right to 

occupy or use all or any portion of Agency Property covered by a Lease or Property Agreement. 

Notwithstanding the foregoing, the term “Sublease” does not include each of the circumstances 

set forth in Section 2.12(a) that constitutes an exclusion from the definition of “Lease” or 

“Property Agreement.” 

2.21 “Subtenant” shall mean a person or entity that enters into a Sublease. 

2.22 “Tenant” shall mean the person or entity that enters into a Lease or Property Agreement 

with the City. 

SECTION 3. HEALTH CARE ACCOUNTABILITY COMPONENTS 

3.1 With respect to each Covered Employee who either resides in San Francisco (regardless 

of where the Covered Employee provides services) or provides services covered by this Policy in 

San Francisco, each Contractor shall do one of the following, at the Contractor’s option: 

(a) Offer to the Covered Employee health plan benefits that meet minimum standards 

prepared by the City’s Health Director and approved by the City’s Health Commission. The 

minimum standards shall provide for a maximum period for each Covered Employee’s health 

benefits to become effective, no later than the first of the month that begins after 30 days from 

the start of employment on a covered Contract, Subcontract, Lease or Sublease. The Health 

Commission shall review such standards every two years to ensure that the standards stay current 

with State and Federal regulations and existing health benefits practices; or 

(b) For each Week in which the Covered Employee works the applicable minimum 

number of hours set forth in Section 2.7 (definition of “Covered Employee”), pay to the City 

$2.00 per hour (“fee option payment”) for each hour the Covered Employee is employed by the 

Contracting Party on the Contract or Subcontract or on property covered by a Lease, but not to 


Amended 04-07-09

exceed $80 in any Week. The City shall appropriate money received pursuant to this Subsection 

3.1(b) for the use of the Department of Public Health. The Department of Public Health shall use 

the monies appropriated for staffing and other resources to provide medical care for the 

uninsured. The Health Commission may increase this hourly rate and Weekly maximum in 

accordance with either the Bureau of Labor Statistics Consumer Price Index for Medical Care in 

the San Francisco Bay Area or the increase in average Health Maintenance Organization 

(“HMO”) premiums in California depending on which the Health Commission determines better 

reflects the cost of providing health care in the Bay Area; provided, however, the Health 

Commission shall take this action no more than once a year and any adjustments in such hourly 

rate or Weekly maximum must be approved by the Board of Supervisors by resolution; or 

(c) Participate in a health benefits program developed by the Health Director in 

consultation with the City’s Purchasing Department. The Health Director shall obtain Health 

Commission approval of the program before implementing it. The Health Director shall seek 

such approval within twelve (12) months after this Policy is finally approved. Prior to 

implementation of the health benefits program provided in this Subsection 3.1(c), each 

Contractor shall comply with Subsection 3.1(a) or 3.1(b). After the Health Director implements 

the program, in addition to the options provided in Subsections 3.1(a) or 3.1(b), Contractors may 

satisfy their obligations under this Policy by complying with the requirements of the health 

benefits program. In developing the program, the Health Director shall (i) attempt to make health 

coverage available for uninsured Covered Employees and, if feasible, any other person employed 

by a Contracting Party who works less than 20 hours per week on an Agency contract, or other 

uninsured City residents; (ii) use public health facilities to the maximum extent practicable; (iii) 

make the program economically viable; and (iv) provide a mechanism for funding which relies, 

as much as possible, on contributions by participating employers and employees. 

(d) With respect to each Covered Employee who does not reside in San Francisco, 

but who provides services covered by this Policy each Contractor shall do one of the options set 

forth in Subsection 3.1(a), (b) or (c), at the Contractor’s option. 

(e) With respect to each Covered Employee who does not reside in San Francisco, 

and does not provide services covered by this Policy in San Francisco, each Contractor shall do 

one of the following, at the Contractor’s option: 

i. Offer to the Covered Employee health plan benefits that meet minimum 

standards prepared by the Health Director and approved by the Health Commission pursuant to 

Subsection 3.1(a) above; or 

ii. For each Week in which the Covered Employee works the applicable 

minimum number of hours set forth in Section 2.7 (definition of “Covered Employee”), pay to 

the Covered Employee an additional $2.00 per hour for each hour the Covered Employee is 

employed by the Contracting Party on the Contract or Subcontract or on property covered by a 

Lease, but not to exceed $80 in any Week, to enable the employee to obtain health insurance 

coverage. This represents the City’s current estimate of the average cost of obtaining individual 

health insurance benefits. The Health Commission may increase this hourly rate and Weekly 

maximum in accordance with either the Bureau of Labor Statistics Consumer Price Index for 


Amended 04-07-09

Medical Care in the San Francisco Bay Area or the increase in average HMO premiums in 

California depending on which the Health Commission determines better reflects the cost of 

providing health care in the Bay Area; provided, however, the Health Commission shall take this 

action no more than once a year and any adjustments in such hourly rate or Weekly maximum 

must be approved by the City’s Board of Supervisors by resolution. 

(f) Notwithstanding the above, if, at the time a Contract, Subcontract, Lease, or 

Sublease is executed, the Contractor has 20 or fewer employees (or, in the case of a Nonprofit 

Corporation, 50 or fewer employees), including any employees the Contractor plans to hire to 

implement the Contract, Subcontract, Lease or Sublease, the Contractor shall not be obligated to 

provide the Health Care Accountability Components set forth in this Section 3 to its Covered 

Employees. In determining the number of employees a Contractor has, all employees of all 

entities that own or control the Contractor and that the Contractor owns or controls, shall be 

included. 

(g) Notwithstanding anything in this Policy to the contrary and without the need of 

further action by the Agency Commission, (i) the minimum number of hours required to be 

considered a “Covered Employee”, (ii) the Minimum Standards for Health Care Benefits 

required to be provided to Covered Employees and (iii) the fee option payments required to be 

paid to the City under Section 3 of this Policy shall automatically increase to match the levels 

required by the City’s health care accountability ordinance (San Francisco Administrative Code, 

Chapter 12Q) as amended from time to time. Notwithstanding anything in this Policy to the 

contrary, fee option payments and Minimum Standards for Health Care Benefits increases under 

this provision shall apply to new contracts entered into after the effective date of any such 

increase and shall not apply to existing contracts or amendments to existing contracts, in order to 

provide predictability in budgeting. 

(h) The fee option payment and current Minimum Standards for Health Care Benefits 

required by the City and required under this Policy is currently posted by the City’s Office of 

Labor Standards on its website at http://www.sfgov.org/site/olse_index.asp?id=27461. However, 

any future increases shall apply whether or not posted on the City’s website. 

(i) Amendments to the City’s health care accountability ordinance (San Francisco 

Administrative Code, Chapter 12Q) other than changes to the (i) the minimum number of hours 

required to be considered a “Covered Employee”, (ii) the Minimum Standards for Health Care 

Benefits required to be provided to Covered Employees and (iii) the fee option payments 

required to be paid to the City under Section 3 of this Policy shall not apply to this Policy unless 

expressly adopted by the Agency Commission. 

SECTION 4. CONTRACTUAL OBLIGATIONS 

4.1 Each Contractor that enters into a Contract, Subcontract, Lease, or Sublease shall agree: 

(a) To comply with the requirements of this Policy, including the requirement to 

choose and perform one of the Health Care Accountability Components set forth in Section 3; 

(b) To comply with regulations adopted by the Agency pursuant to this Policy; 


Amended 04-07-09

(c) To maintain employee and payroll records in compliance with the California 

Labor Code and Industrial Welfare Commission orders, including the number of hours each 

employee has worked on the Agency Contract or Subcontract. If the Contractor fails to maintain 

records that accurately reflect the number of hours each employee has worked on the Agency 

Contract or Subcontract, it shall be presumed that any employee who has worked on an Agency 

Contract or Subcontract is a Covered Employee as herein defined. 

(d) To provide information and reports to the Agency in accordance with any 

reporting standards promulgated by the Agency in consultation with the City’s Director of 

Health; 

(e) To provide the Agency with access to pertinent payroll records relating to the 

number of employees employed and terms of medical coverage as allowed by law after receiving 

a written request to do so and being provided at least ten (10) business days to respond; 

(f) To allow the Agency to inspect the Contractor’s job sites and have access to 

Contractor’s employees in order to monitor and determine compliance with this Policy; 

(g) To cooperate with the Agency when it conducts audits; 

(h) To include in every Contract, Subcontract, Lease, or Sublease subject to this 

Policy provisions requiring compliance with this Policy, consistent with any directives or 

standards adopted by the Agency; 

(i) To notify the Agency promptly of any Subcontractors performing services 

covered by this Policy and certify to the Agency that it has notified the Subcontractors of their 

obligations under this Policy; and 

(j) To represent and warrant that it is not an entity that was set up, or is being used, 

for the purpose of evading the intent of this Policy. 

4.2 A Contractor shall not discharge, reduce in compensation, or otherwise discriminate 

against any Employee for notifying the City regarding the Contractor’s noncompliance or 

anticipated noncompliance with this Policy, for opposing any practice proscribed by this Policy, 

for participating in proceedings related to this Policy, or for seeking to assert or enforce any 

rights under this Policy by any lawful means. 

SECTION 5. ADMINSTRATION AND ENFORCEMENT 

5.1 The Agency, shall implement the City’s Department of Public Health regulations for the 

interpretation and administration of this Policy, to the extent such regulations are consistent with 

adopted Agency Policy. 

5.2 The Agency shall monitor Contractors for compliance and investigate complaints of 

violations of this Policy. The Agency’s General Counsel shall develop contractual provisions for 

use by Agency staff designed to enable the Agency to pursue the remedies set forth in this 

Section against every person or entity required to comply with this Policy. 


Amended 04-07-09

5.3 The Agency, or at its request, the City’s Department of Public Health, may conduct 

audits of Contractors, although such audits shall be conducted at a mutually agreed upon time 

and location within ten (10) days of written notice. 

5.4 The Agency’s Contract Compliance Division shall provide an annual joint report to the 

Agency Commission on compliance with this Policy. Such report shall include cumulative 

information regarding the number of waivers granted pursuant to this Policy. 

5.5 A Covered Employee may report to the Agency’s Contract Compliance Division in 

writing any alleged violation of this Policy by a Contractor or other person or entity subject to 

this Policy. The Agency shall investigate any such report. If the Agency determines that any 

person or entity has violated this Policy, the Agency shall notify the Contractor of its findings. In 

order to ensure compliance with this Policy and to enhance the monitoring activities of the 

Agency, the Agency encourages reporting by Covered Employees pursuant to this Subsection. 

The Agency shall keep confidential the Covered Employee's name and other identifying 

information, to the maximum extent permitted by applicable law. 

5.6 The Agency has the right to assign the enforcement provisions of this Section 5, to the 

appropriate City department to act on behalf of the Agency; 

5.7 In addition to any other rights or remedies available to the Agency under the terms of any 

agreement of a Contractor or under applicable law, the Agency, or the City acting on behalf of 

the Agency, shall have the following rights: 

(a) The right, at the discretion of the Agency, to charge the Contractor for any 

amounts that the Contractor should have paid to the City for hours worked by Covered 

Employees together with simple annual interest of 10% on such amount from the date payment 

was due; 

(b) The right, at the discretion of the Agency, to assess liquidated damages as 

provided in Section 6; 

(c) The right, at the discretion of the Agency, to set off all or any portion of the 

amount that a Contractor is required to pay to the City pursuant to preceding Subsections 5.7(a) 

and 5.7(b) against amounts due to a Contractor; 

(d) The right, at the discretion of the Agency, to terminate the Contract or Lease in 

whole or in part; or 

(e) The right, at the discretion of the Agency, to bar a Contractor from entering into 

future Contracts or Leases with the Agency for three (3) years. 

(f) The right to bring a civil action against the Contractor to pursue the remedies 

provided in this Policy, at law or in equity. The prevailing party shall be entitled to its costs and 

all reasonable attorneys’ fees. 


Amended 04-07-09

5.8 Each Contractor shall be responsible for its Subcontractors with respect to compliance 

with this Policy. If a Subcontractor fails to comply, the Agency, or the City acting on behalf of 

the Agency, may pursue the remedies set forth in this Section against the Contractor based on the 

Subcontractor’s failure to comply, provided that the Agency has first provided the Contractor 

with notice and an opportunity to obtain a cure of the violation. 

5.9 Each Tenant shall be responsible for each Subtenant, Contractor and Subcontractor 

performing services on property covered by the Tenant’s Lease, with respect to compliance with 

this Policy. If any Subtenant, Contractor or Subcontractor fails to comply, the Agency, or the 

City acting on behalf of the Agency, may pursue the remedies set forth in this Section against the 

Tenant based on the Subtenant’s, Contractor’s or Subcontractor’s failure to comply, provided 

that the Agency has first provided the Tenant with notice and an opportunity to obtain a cure of 

the violation. 

5.10 Each of the rights set forth in this Section 5 shall be exercisable individually or in 

combination with any other rights or remedies available to the Agency. Any amounts realized by 

the Agency pursuant to this Section shall be used first to cover the costs of enforcing this Policy 

and thereafter appropriated for the use of the Department of Public Health. 

5.11 The Agency may compromise and settle unlitigated claims against Contractors for 

violations of contractual provisions required by this Policy. 

5.12 All Contractors are required to cooperate fully with the Agency in connection with any 

investigation of an alleged violation of this Policy or with any inspection conducted by the 

Agency. 

5.13 When the Agency is authorized to charge interest (not to exceed 10%), in determining 

whether to charge the interest, the Agency shall give due consideration to the size of the 

Contractor’s business, the Contractor’s good faith (or lack thereof), the gravity of the violation 

and the history of previous violations. 

SECTION 6. ADDITIONAL CONTRACT REQUIREMENTS: LIQUIDATED DAMAGE 

6.1 Every Contract, Contract Amendment, Lease and Lease Amendment entered after April 

7, 2009 shall contain provisions in which the Contractor agrees: 

(a) To be liable to the Agency for liquidated damages as provided in this Section 6. 

(b) To be subject to the procedures governing enforcement of a breach of the terms of 

a Contract, Contract Amendment, Lease and Lease Amendment which terms are required by this 

Policy. 

(c) That the commitment of Contractor to comply with the requirements of this 

Policy is a material element of the Agency’s consideration for the agreement and that the failure 

of a Contractor to comply will cause significant and substantial harm to the Agency and the 

public, which is extremely difficult to determine or quantify, and that the liquidated damages set 


Amended 04-07-09

forth in this Section 6 are reasonable amounts to pay for the harm caused by the Contractor’s 

non-compliance. 

(d) That for failure to comply with the requirements of this Policy, the Agency may 

require the Contractor to pay to the Agency (or the City if the Agency has delegated enforcement 

to the City) liquidated damages of up to one hundred dollars ($100) for each one-week pay 

period for each Covered Employee for whom the Contractor has either not offered health plan 

benefits or made fee option payments as required by Section 3. The Agency shall adjust this 

amount proportionately for Contractors that use a pay period other than once per week. 

(e) That for any failure to provide reports to the Agency or access to pertinent 

records, or any failure to cooperate with any audit, inspection or investigation conducted by the 

Agency (or the City, if the Agency has delegated enforcement to the City), the Agency may 

require the Contractor to pay the Agency liquidated damages of up to one thousand dollars 

($1,000). 

(f) That while liquidated damages in the maximum amounts set forth in this Section 

6 are a reasonable estimate of the harm caused by the Contractor’s non-compliance with 

contractual provisions required by this Policy, the Agency may determine that less than the full 

amount is warranted depending on the circumstances of each case. The Agency shall give due 

consideration to the following factors in determining the amount of liquidated damages: the size 

of the Contractor’s business, the Contractor’s good faith (or lack thereof), the gravity of the 

violation, the history of previous violations, the failure to comply with record-keeping, reporting 

and anti-retaliation requirements, and the extent to which the imposition of liquidated damages 

would undermine the purpose of this Policy by imposing unreasonable financial burdens on the 

Contractor, thereby restricting its ability to fulfill its obligations under this Policy. 

SECTION 7. INVESTIGATION AND DETERMINATION OF VIOLATIONS 

7.1 Determination of Violation. Upon determining that a Contractor may have violated the 

terms of a Contract, Contract Amendment, Lease or Lease Amendment required under this 

Policy, the Agency Executive Director shall send written notice to the Contractor of the possible 

violation and of the Contractor’s right to respond to the Agency’s initial determination by 

submitting pertinent documents and other information. The written notice shall also notify the 

Contractor that the Agency Executive Director is authorized to withhold payment otherwise due 

to the Contractor pursuant to the provisions of Subsection 7.5. If after providing the Contractor 

with a reasonable opportunity to respond to the allegations, the Agency Executive Director 

makes a final determination that a violation has occurred, the Agency Executive Director shall 

provide a written notice of violation to the Contractor. 

7.2 Right of Appeal. The Contractor may appeal the Agency Executive Director’s final 

determination. The Contractor must file an appeal with the Agency in writing, specifying the 

basis for contesting the determination, no later than 15 days after the date of the notice of 

determination. Failure to file an appeal in writing to the Agency Executive Director within 15 

days shall cause the Agency Executive Director’s determination to be deemed a final 

administrative decision by the Agency. 


Amended 04-07-09

7.3 Administrative Hearing. 

(a) Within 15 days after the Agency receives an appeal, the Executive Director shall 

appoint a hearing officer and shall notify the Contractor. The Agency reserves the right to 

delegate any and all enforcement actions under this Section 7 to the City’s Office of Labor 

Standards and Enforcement. 

(b) The hearing officer shall promptly set a date for a hearing. The hearing shall 

commence within 45 days of the notification of the appointment of the hearing officer and 

conclude within 75 days of such notification unless all parties agree to an extended period. 

(c) The Agency shall have the burden of producing evidence that the Contractor has 

violated the requirements of this Policy and the burden of proving the violation . 

7.4 Hearing Officer’s Decision. 

(a) Within 30 days of the conclusion of the hearing, the hearing officer shall issue a 

written decision affirming, modifying, or vacating the Agency Executive Director’s 

determination. If the hearing officer vacates the Agency’s determination in its entirety, that 

decision shall also vacate any assessment of liquidated damages. If the hearing officer affirms 

the Agency’s determination, the hearing officer shall issue a decision upholding the Agency’s 

determination , including the amount of the liquidated damages assessed by the Agency. With 

respect to liquidated damages, the hearing officer’s jurisdiction to modify the Agency’s 

assessment is limited and the following procedures apply. If the hearing officer modifies the 

Agency Executive Director’s determination, the hearing officer shall transmit the decision to the 

Agency Executive Director, who shall within five business days modify the assessment of 

liquidated damages consistent with the hearing officer’s decision based on the criteria set forth in 

Section 6.1(f) and transmit the modified assessment to the hearing officer. Upon receiving the 

modified assessment from the Agency, the hearing officer shall within three business days issue 

a final decision, which shall include the amount of the liquidated damages assessment as 

modified by the Agency. 

(b) The hearing officer’s decision shall consist of findings and a determination, which 

shall be final. The Contractor may seek review of the hearing officer’s decision only by filing in 

the San Francisco Superior Court a petition for a writ of mandate under California Code of Civil 

Procedure Section 1094.5, as it may be amended from time to time. 

(c) The failure of the hearing officer to comply with the time requirements of this 

Section 7 shall not cause the hearing officer to lose jurisdiction over an appeal from the Agency 

Executive Director’s determination filed under this Section 7. 

(d) Upon the hearing officer’s decision affirming or modifying the Agency Executive 

Director’s determination, the Contractor shall take the corrective action, including the payment 

of liquidated damages, if any, within 14 days of receiving the hearing officer’s decision. When a 

Contractor fails to take corrective action within the time required by the provisions of this 

Subsection, the Agency may immediately pursue all available remedies against the Contractor. 


Amended 04-07-09

7.5 Withholding of Payment 

(a) When the Agency sends notice to a Contractor of the Executive Director’s final 

determination that the Contractor has violated the requirements of this Policy and of the 

Contractor’s right of appeal, the Agency may deduct from the payments otherwise due to the 

Contractor the amounts that the Agency has determined the Contractor must pay to the City (fee 

option payments) and to the Agency as liquidated damages. 

(b) The Agency may withhold these funds until: (i) the hearing officer issues a 

decision finding that the Contractor does not owe all or a portion of the amount withheld, in 

which case the Agency shall release the funds to the Contractor consistent with the hearing 

officer’s decision; or (ii) the Contractor consents to the use of the funds to pay the Agency or 

City as applicable the amounts that the Agency or hearing officer found due. As to any funds 

being withheld for which neither Subsection 7.5(b)(i) nor 7.5(b)(ii) applies, the Agency shall 

retain the funds until the hearing officer’s decision is no longer subject to judicial review, at 

which time the funds become the property of the Agency, provided that this action is consistent 

with any final determination of a court of competent jurisdiction. Notwithstanding the 

provisions of this Subsection 7.5(b), the Agency Executive Director may authorize the release of 

payments withheld from the Contractor under this Section if the Agency Executive Director 

determines that the continued withholding of funds imposes a substantial risk of endangering 

public health or safety, interfering with a service or project that is essential to the Agency (as 

determined by the Agency Executive Director) or having an unreasonable adverse financial 

impact on the Agency. 

SECTION 8. WAIVERS BY THE AGENCY EXECUTIVE DIRECTOR 

8.1 The Agency Executive Director or designee, shall waive the requirements of this Policy 

when the relevant Agency staff has provided justification to the Agency Executive Director, and 

the Agency Executive Director has found that one of the following circumstances exists: 

(a) The needed service, project or property arrangement under the Contract or Lease 

is available only from a sole source; 

(b) The Contract or Lease is necessary to respond to an emergency that endangers the 

public health or safety; 

(c) There are no qualified responsive bidders or prospective vendors or tenants that 

comply with the requirements of this Policy and the agreement is for a service, lease or project 

that is essential to the Agency, City or the public; 

(d) The public interest warrants the granting of a waiver because application of this 

Policy would constitute an adverse impact on services or an unreasonable adverse financial 

impact on the Agency or City; or 

(e) The services to be purchased are available under a bulk purchasing arrangement 

with a federal, state or local governmental entity; and under such arrangement will substantially 


Amended 04-07-09

educe the Agency’s cost of purchasing such services; and such an arrangement is in the best 

interest of the Agency or the public. 

8.2 Each waiver shall be effective for the duration of the Contract or Lease. Subsequent 

waivers may be requested and either granted or denied. 

SECTION 9. SPECIAL WAIVER BY THE AGENCY COMMISSION 

9.1 Upon receipt of an application from the Contractor, stating fully the grounds of the 

request and the facts pertaining thereto, the Agency finds following its own further investigation 

that the application of the Policy would result in an adverse impact on services or an 

unreasonable financial impact on the Contract. In order to permit any such waiver, the Agency 

must determine that: 

(a) The application of the Policy would result in practical difficulties or unnecessary 

hardships inconsistent with the general purpose and intent of the applicable Redevelopment Plan; 

(b) There are exceptional circumstances or conditions applicable to the property, the 

intended development of the property, or the services proposed through a contract, which do not 

apply generally to other properties or contracts having the same standards, restrictions and 

controls; 

(c) Permitting a waiver, for a specified period of time, will not be materially 

detrimental to the public welfare or injurious to property or improvement in the area; and, 

(d) Permitting a waiver, for a specified period of time, will not be contrary to the 

objectives of the applicable redevelopment plan. 

9.2 Waivers shall only be granted for a limited time period as determined to be needed to 

promote the general purpose and intent of the applicable redevelopment plan. Subsequent 

waivers may be requested and either granted or denied. The Agency anticipates the all covered 

Projects and Contracts will eventually transition to achieving a viability that will allow for 

covered Contractors to comply with the Policy. 

SECTION 10. WAIVER BY COLLECTIVE BARGAINING 

10.1 All or any portion of the applicable requirements of this Policy may be waived in a bone 

fide collective bargaining agreement, provided that such waiver is explicitly set forth in such 

agreement in clear and unambiguous terms. 

SECTION 11. PREEMPTION 

11.1 Nothing in this Policy shall be interpreted or applied so as to create any power or duty in 

conflict with any federal or state law. 


Amended 04-07-09

SECTION 12. EFFECTIVE DATE 

12.1 This Amended Health Care Accountability Policy shall become effective on April 7, 

2009, the date of Agency Commission approval. 

SECTION 13. SEVERABILITY 

13.1 If any part or provision of this Policy, or the application of this Policy to any person, location 

or circumstance, is enjoined or held invalid by a court of law, the remainder of this Policy, including 

the application of such part or provisions to other persons, locations or circumstances, shall not 

be affected by such action and shall continue in full force and effect. To this end, the provisions of 

this Policy are severable. Further, to the extent Section 3(b) may be enjoined or held invalid by a 

court of law, the Contracting Party may alternatively comply in accordance with Section 3(e)(ii). 


Amended 04-07-09

LEGAL_US_W # 68032698.1 

RIDER 7 

Card Check Neutrality Policy 

[ ATTACHED ]

Section 1 . Findings and Declarations. 

San Francisco Redevelopment Agency 

Card Check Neutrality Policy 

(a) In the course of managing real property that it owns or in otherwise carrying out its functions 

in the public interest, the Redevelopment Agency of the City and County of San Francisco 

(hereinafter the "Agency") occasionally participates in real property development as 

landlord, proprietor, lender or guarantor, facing the same risks and liabilities as other 

business entities participating in such ventures. For example, the Agency sometimes leases 

its real property under a percentage lease, or otherwise invests or pledges its resources in real 

estate development projects as a landlord, a lender or a guarantor. When it does, the Agency 

has an ongoing Proprietary Interest in that development, and, thus, has a direct interest in its 

performance. 

(b) In such situations, the Agency must make prudent business decisions, as would any private 

business entity, to ensure efficient and cost-effective management of its business concerns, 

and to maximize benefit and minimize risk. One of those risks is the possibility of 

labor/management conflict arising out of labor union organizing campaigns. Such conflict 

can adversely affect the Agency's investment in real estate development or other 

circumstances in which it has a Proprietary Interest by causing delay in the completion of 

projects, and /or by reducing revenues or increasing costs of the project when they are 

completed. 

(c) Although the Agency relies primarily on tax increment financing to finance redevelopment 

projects, including hotel and restaurant projects, it often becomes an investor or economic 

participant in such projects by negotiating lease or revenue participation arrangements. In 

such circumstances, labor/management conflicts can be particularly debilitating, not only to 

the specific Hotel or Restaurant Project, but also to the Agency's ability to finance other 

redevelopment projects. It is extremely important for the hotel and restaurant development in 

which the Agency is an investor or other economic participant to be free from labor disputes 

that have the potential of reducing the revenue of the Hotel or Restaurant Project and thereby 

reducing the value of the transaction to the Agency. If the value of the transaction is affected 

adversely, the Agency will receive less revenue from the property, which will reduce the 

Agency's ability to provide financial support to the hotel or restaurant Developer as well as 

other redevelopment projects. 

(d) In addition, labor strife in hotel and restaurant projects in which the Agency is an investor or 

other economic participant can jeopardize the operation of related tourist and commercial 

facilities, as well as San Francisco's national reputation as a tourist and convention 

destination. 

(e) To minimize that risk in circumstances where costly labor/management conflict has arisen in 

the past, the Agency enacts this Policy which requires that certain specified Employers in the 

N:\LC\R\Cardcheck\CCPolicyFinal.doc Page 1 of 12 

12/7/99

(f) 

(g) 

hotel and restaurant industry shall agree, as a condition of the Agency's economic 

involvement in a Hotel or Restaurant Project, to nonconfrontational and expeditious 

procedures by which their workers can register their preference regarding union 

representation. 

A major potential source of labor/management conflict that threatens the economic interest of 

the Agency as a participant in development projects is the possibility of Economic Action 

taken by labor unions against Employers in those developments when labor unions seek to 

organize their workers over Employer opposition to unionization. Experience of municipal 

and other investors has demonstrated that organizing drives pursuant to formal and 

adversarial union certification processes often deteriorate into protracted and acrimonious 

labor/management conflict. That conflict potentially can result in construction delays, work 

stoppages, picketing, strikes and more recently, in consumer boycotts or other forms of 

"corporate campaigns" that can generate negative publicity and reduced revenues that 

threaten the interests not only of the immediate "target" of such tactics, i.e., the Employer, 

but of other investors in the development, and also the Agency's special interests identified 

herein. 

These risks of potential labor/management conflict are particularly acute when labor unions 

seek to organize workers in hotels and restaurants, as labor relations in the hospitality 

industry in San Francisco have proven especially contentious, and have resulted in many 

protests, boycotts and other activities which have disrupted the business of the hotel or 

restaurant and the tourist industry and the downtown hotel area. 

(h) In view of these concerns, the Agency deems it necessary to approach with great caution any 

economic participation in a Hotel or Restaurant Project if the Agency retains a Proprietary 

Interest, either as landlord, lender or guarantor. The Agency finds that a cautionary approach 

to be particularly appropriate given other possible factors present in such developments, such 

as the Agency's sometimes special Proprietary Interests or other special concerns identified 

herein, and/or their complex financing schemes, the possible use of scarce land resources, as 

well as the dependence of such projects on public "good will" and the special vulnerability of 

such projects to consumer boycotts, etc. 

(i) One way to reduce the Agency's risk where it has a Proprietary Interest in a Hotel or 

Restaurant Project is to require, as a condition of the Agency's investment or other economic 

participation, that Employers operating in the Hotel or Restaurant Project agree to a lawful, 

nonconfrontational alternative process for resolving a union organizing campaign. That 

alternative process is a so-called "Card Check," wherein employee preference regarding 

whether or not to be represented by a labor union to act as their exclusive collective 

bargaining representative is determined based on signed authorization cards. Private 

Employers are authorized under existing federal law to agree voluntarily to use this 

procedure in lieu of NLRB-supervised election procedures. 

(j) The Agency Commission finds based on the City's history that compliance with these 

procedures will help reduce the possibility of labor/management conflict jeopardizing the 

Agency's Proprietary Interest in a Hotel or Restaurant Project. To ensure that card check 


12/7/99

procedures are required only to the extent necessary to ensure the goal of minimizing 

labor/management conflict, an Employer who agrees to such procedures and performs its 

obligation under a Card Check Agreement will be relieved of further obligation to abide by 

those procedures if a Labor Organization engages in Economic Action such as striking, 

picketing or boycotting the Employer in the course of an organizing drive and at a site 

covered by this Policy. 

(k) The sole purpose of this Policy is to protect the Agency's Proprietary Interest in particular 

Hotel and Restaurant Projects covered hereby. This Policy is not enacted to favor any 

particular outcome in the determination of Employer preference regarding union 

representation, nor to skew the procedures in such a determination to favor or hinder any 

party such determination. Likewise, this Policy is not intended to enact or express any 

generally applicable policy regarding labor/management relations, or to regulate those 

relations in any way, but is intended only to protect the Agency's Proprietary Interest in 

certain narrowly prescribed circumstances where the Agency commits its economic resources 

and/or its related interests are put at risk by certain forms of labor/management conflict. 

Section 2. Definitions. 

For purposes of this Policy, the following definitions shall apply: 

(a) "Card Check Agreement" means a written agreement between an Employer and a Labor 

Organization providing a procedure for determining employee preference on the subject of 

whether to be represented by a Labor Organization for collective bargaining, and if so, by 

which Labor Organization to be represented, which provides, at a minimum, the following: 

(i) Determining employee preference regarding union representation shall be by a 

card check procedure conducted by a neutral third party in lieu of a formal 

election; 

(ii) All disputes over interpretation or application of the parties' Card Check 

Agreement, and over issues regarding how to carry out the card check process or 

specific card check procedures shall be submitted to binding arbitration; 

(iii) Forbearance by any Labor Organization from Economic Action against the 

Employer at the worksite of an organizing drive covered by this Policy, and in 

relation to an organizing campaign only (not to the terms of a Collective 

Bargaining Agreement), so long as the Employer complies with the terms of the 

Card Check Agreement; 

(iv) Language and procedures prohibiting the Labor Organization or the Employer 

from coercing or intimidating employees, explicitly or implicitly, in selecting or 

not selecting a bargaining representative. 

(b) "Agency Contract" means a Disposition and Development Agreement, lease, management 

agreement, service agreement, loan, bond, guarantee, or other similar agreement to which the 


12/7/99

Agency is a party and in which the Agency has a Proprietary Interest. 

(c) "Collective Bargaining Agreement" means an agreement between an Employer and a Labor 

Organization regarding wages, hours and other terms and conditions of employment of the 

Employer's employees. For purposes of this Policy, a Collective Bargaining Agreement does 

not include a Card Check Agreement as defined herein. 

(d) "Developer" means any person, corporation, association, general or limited partnership, 

limited liability company, joint venture or other entity which does or which proposes to 

purchase, lease, develop, build, remodel or otherwise establish a Hotel or Restaurant Project. 

(e) "Economic Action" means concerted action initiated or conducted by a labor union and/or 

employees acting in concert therewith, to bring economic pressure to bear against an 

Employer, as part of a campaign to organize employees or prospective employees of that 

Employer, including such activities as striking, picketing, or boycotting. A lawsuit to enforce 

this Policy is not "Economic Action." 

(f) "Employer" means any Developer, Manager/Operator or subcontractor who employs 

individuals in a hotel or restaurant in a Hotel or Restaurant Project. 

(g) "Hotel or Restaurant Project" means a development project or facility in which the Agency 

has a Proprietary Interest and which contains a hotel or restaurant. For purposes herein a 

"hotel" shall mean any use or facility falling within either definition of Section 314.1(g) or 

(h) of the San Francisco Planning Code. For purposes herein a "restaurant" shall mean any 

facility that has as its principal purpose the sale of food and beverage for primarily on-site 

consumption, including any such facility operating within or as part of another facility, such 

as a stadium, hotel or retail store. A Hotel or Restaurant Project, as defined herein, includes a 

mixed-use development project in which the Agency has a Proprietary Interest which 

contains a hotel or restaurant, regardless of whether the Agency's Proprietary Interest is in the 

hotel or restaurant portion of such mixed use development or the mixed-use development 

project as a whole. Notwithstanding the foregoing or anything else contained herein, the 

requirement in this Policy that an Employer enter into a Card Check Agreement shall apply 

only to those Employers who employ employees in a hotel or restaurant and shall not apply 

to those portions of a mixed-use development project which do not contain a hotel or 

restaurant. 

(h) "Labor Organization" means any organization of any kind, or any agency or employee 

representation committee or plan, in which employees participate and which exists for the 

purpose, in whole or in part, of dealing with Employers concerning grievances, labor 

disputes, wages, rates of pay, hours of employment, or conditions of work. 

(i) "Manager/Operator" means any person, corporation, association, limited or general 

partnership, joint venture or other entity (including a Developer) that operates or manages a 

hotel or restaurant in a Hotel or Restaurant Project, or provides any material portion of the 

services provided by such hotel or restaurant in a Hotel or Restaurant Project, whether by 

Subcontract or Agency Contract. 


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G) "Proprietary Interest" means any nonregulatory arrangement or circumstance in which the 

financial or other nonregulatory interests of the Agency in a Hotel or Restaurant Project 

could be adversely affected by labor/management conflict or consumer boycotts potentially 

resulting from a union organizing campaign, in the following circumstances: 

(i) The Agency receives significant ongoing revenue (such as rent payments) under a 

lease of real property owned by the Agency for the development of a Hotel or 

Restaurant Project, excluding government fees or tax or assessment revenues, or 

the like (except for tax revenues under the circumstances specified in (ii)); or 

(ii) The Agency receives ongoing revenue from a Hotel or Restaurant Project to pay 

debt service on bonds or loans provided by the Agency to assist the development 

of such Hotel or Restaurant Project (including incremental tax revenues generated 

by the Hotel or Restaurant Project or the development project in which it is 

located and used, directly or indirectly, to pay debt service on bonds or to repay a 

loan by the Agency where the proceeds are used for development of that Hotel or 

Restaurant Project or the development project in which it is located); 

(iii) The Agency has agreed to underwrite or guarantee the development or operation 

of a Hotel or Restaurant Project, or loans related thereto; 

(iv) The Agency receives a continuing financial payment that is specific to that Hotel 

or Restaurant Project, which is not a tax or other charge of general applicability or 

a one-time payment for the land; 

(v) The Agency receives a share in the profits of a hotel in a negotiated economic 

participation agreement. 

(k) In addition to the circumstances described in (i) - (v) above, the Agency shall be deemed to 

have a Proprietary Interest in a Hotel or Restaurant Project if the Agency determines or an 

interested party demonstrates prior to the effective date of the Subcontract or Agency 

Contract pursuant to which a hotel or restaurant will be operated in a Hotel or Restaurant 

Project that there is a significant risk that the Agency's financial or other nonregulatory 

interest in a Hotel or Restaurant Project could be adversely affected by labor/management 

conflict or consumer boycotts potentially resulting from a union organizing campaign, except 

that no circumstance or arrangement shall be considered "financial or non-regulatory" under 

this definition if it arises from the exercise of regulatory or police powers such as taxation or 

the receipt of tax increment funds as provided in Article 16, section 16 of the California 

Constitution (except as provided in (ii) above), zoning or the issuance of permits and 

licenses. 

(1) "Subcontract" means any lease, sublease , management agreement or other similar agreement 

between a Developer or a Manager/Operator and a subcontractor which contemplates or 

permits the subcontractor to operate or manage all or a portion of a hotel or restaurant in a 

Hotel or Restaurant Project. 

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(m)"Subcontractor" means any person, corporation, association, limited or general partnership, 

limited liability company, joint venture or other entity that enters into a Subcontract with a 

Developer or Manager/Operator. 

(n) "Substantial Amendment" to a pre-existing agreement, for purposes of the exemption for 

Employers operating before the effective date of Section 4(b)(ii) of this Policy, means an 

amendment to or renewal or extension of a pre-existing agreement that provides for or 

permits any of the following: 

(i) a change in use within the scope of this Policy (i.e., which provides for the 

operation of a hotel or restaurant); 

(ii) an increase in square footage, seating or rooms of more than 25%; except neither 

of the following, by themselves, shall constitute a "Substantial Amendment": 

(I) addition of outside seating or patio dining which increases the total seating 

or square footage devoted to seating by less than 25%; 

(II) an increase in space for purpose of parking or storage; or 

(iii) a new lease period of greater duration than the period provided in the pre-existing 

agreement. 

Section 3. Policy, Requirements and Procedures to Minimize Labor/Management Conflict 

when the Agency has a Proprietary Interest. 

(a) General Policy. The Agency Commissioners declare as a matter of general policy that when 

the Agency retains or acquires a Proprietary Interest in a Hotel or Restaurant Project, it is 

essential for the protection of the Agency's investment and/or business interests to require 

that Employers operating a hotel or restaurant in such Hotel or Restaurant Project agree to 

abide by card check procedures for determining employee preference on the subject of labor 

union representation, as specified in this Policy. 

(b) Primary Obligations. Pursuant to the policy stated in Subsection (a), the following 

requirements are imposed, except no Employer, Developer or Manager/Operator shall be 

responsible for obligations under this Policy if that person or entity is otherwise exempt from 

those obligations pursuant to Section 4(b), or if the Agency does not have a Proprietary 

Interest in the subject Hotel or Restaurant Project: 

(i) Employers. An Employer of employees working in a hotel or restaurant in a Hotel 

or Restaurant Project, shall: 

I. Enter into a Card Check Agreement, as specified in this Policy, with a 

Labor Organization which requests such an agreement for the purpose of 

seeking to represent those employees before executing the Subcontract or 


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Agency Contract pursuant to which it will operate a hotel or restaurant in a 

Hotel or Restaurant Project; 

II. If the parties are unable to agree to the terms of a Card Check Agreement 

within 60 days of the commencement of such negotiations, they must enter 

into expedited binding arbitration in which the terms of a Card Check 

Agreement will be imposed by an arbitrator. In such proceedings, to be 

conducted by an experienced labor arbitrator selected as provided by the 

rules of the American Arbitration Association or equivalent organization, 

the arbitrator shall consider any model Card Check Agreement provided 

by the Agency and/or to prevailing practices and the terms of Card Check 

Agreement(s) in the same or similar industries, except that such Card 

Check Agreement must include the mandatory terms identified in Section 

2(a); 

III. Comply with the terms of that Card Check Agreement and this Policy; and 

IV. Include in any Subcontract which contemplates or permits a Subcontractor 

to operate or manage a hotel or restaurant in a Hotel or Restaurant Project, 

as defined herein, or to provide a service essential to the operation of such 

a hotel or restaurant, a provision requiring that Subcontractor to comply 

with the requirements provided in this Policy. This provision shall be a 

material and mandatory term of such Subcontract, binding on all 

successors and assigns, and shall state (modified as necessary to 

accommodate particular circumstances): 

"The Redevelopment Agency of the City and County of San Francisco has 

enacted the Card Check Neutrality Policy, which may apply to 

[Subcontractor]. Its terms are expressly incorporated by reference hereto. 

To the extent [Subcontractor] or its successors or assigns employs 

employees in a hotel or restaurant in [this facility] within the scope of that 

Policy, [Subcontractor] hereby agrees as a material condition of this 

[Subcontract] to enter into and abide by a Card Check Agreement with a 

Labor Organization or Organizations seeking to represent 

[Subcontractor's] employees, if and as required by that Policy, and to 

otherwise fully comply with the requirements of that Policy. 

[Subcontractor] recognizes that, as required by that Policy, it must enter 

into a Card Check Agreement with a Labor Organization or Organizations 

as specified by that Policy before executing this [Subcontract], and that 

being party to such a Card Check Agreement(s) is a condition precedent of 

rights or obligations under this [Subcontract]." 

1) Notwithstanding the requirements provided in (I) - (IV), any 

Employer who has in good faith fully complied with those 

requirements will be excused from further compliance as to a Labor 

Organization which has taken Economic Action against that Employer 


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at that site in furtherance of a campaign to organize that Employer's 

employees at that site for collective bargaining. This clause shall not 

be interpreted, however, to apply to Economic Action against an 

Employer at other locations where that Employer does business, or at 

any location for purposes other than organizing the Employer's 

employees; nor shall Economic Action by one Labor Organization 

excuse an Employer from the obligations of this Policy or a Card 

Check Agreement as to a different Labor Organization. 

Developers and Manager/Operators. Any Developer or Manager/Operator of a 

Hotel or Restaurant Project must: 

1. To the extent it employs employees in a hotel or restaurant in a Hotel or 

Restaurant Project, abide by the requirements stated in Subsection (i); 

II. Include the provision specified in (i)(IV) in any Subcontract, modified as 

necessary to accommodate the circumstances of that particular 

Subcontract; 

III. Refrain from executing a Subcontract by which an Employer subject to (i) 

is authorized or permitted to operate a hotel or restaurant in a Hotel or 

Restaurant Project until that Employer has entered into a Card Check 

Agreement with a Labor Organization, as required in (i); 

IV. Notify local labor council(s) and/or federation(s) of any hotels(s) or 

restaurant(s) and/or any Employer(s) that will operate a hotel or restaurant 

in a Hotel or Restaurant Project which may be subject to the requirements 

of (i), as soon as the Developer or Manager/Operator identifies such 

hotel(s) or restaurant(s) or Employer(s), but in no event later than 21 days 

before requiring an Employer to sign a Subcontract. This notification 

requirement applies only to hotels or restaurants or Employers that will 

operate in a Hotel or Restaurant Project, as defined herein and only where 

the Agency's Proprietary Interest is based on a lease, a loan or a 

guarantee, as specified in Section 2(j)(i)-(v); 

V. Inform any prospective Subcontractor, that if the Subcontractor acts as an 

Employer subject to the requirements of (i), it must enter into a Card 

Check Agreement pursuant to this Policy before it may execute the 

Subcontract, and as a condition precedent to any rights or obligations 

under such document; 

VI. Take reasonable steps to enforce the terms of any Subcontract requiring 

compliance with this Policy. To the extent a Developer or 

Manager/Operator is found to have intentionally aided , abetted or 

encouraged a Subcontractor's failure to comply with such a provision or 

the terms of this Policy, either by action or inaction, that Developer or 


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(iii) The Agency. 

Manager/Operator shall be jointly and severally liable for all damages 

awarded pursuant to Section 5. 

Agency Contracts. Any Agency Contract which contemplates the use or 

operation of a hotel or restaurant in a Hotel or Restaurant Project must 

include a provision requiring that any Developer or operator/manager of a 

Hotel or Restaurant Project pursuant to that Agency Contract, and any 

Employer(s) operating in such Hotel or Restaurant Project, agree to 

comply with the requirements imposed in Subsections (i) and (ii), as 

essential consideration for the Agency entering into the Agency Contract. 

II. Model Card Check Agreement. To facilitate the requirements imposed by 

this Section, the Agency or Agency's designee may provide a model 

recommended Card Check Agreement that includes the mandatory terms 

identified in Section 2(a) and which provides the maximum protection 

against labor/management conflict arising out of an organizing drive, and 

make such model recommended agreement available to parties required to 

enter into such agreement. The Agency may also prepare guidelines 

establishing standards and procedures related to this Policy. 

Notwithstanding this provision regarding the preparation of a model Card 

Check Agreement or related guidelines, this Policy shall be self-executing, 

and shall apply in all circumstances and to the extent provided in this 

Policy, in the absence of or regardless of such model Card Check 

Agreement or guidelines. 

III. Requests for Proposals ("RFPs"). Any request for proposals or invitation 

to bid or similar document regarding development of Agency property 

which could result in a proposal contemplating operation of a Hotel or 

Restaurant Project after the effective date of this Policy, must include in 

such document a summary description of and reference to the policy and 

requirements of this Policy. Failure to include description or reference to 

this Policy in an RFP or similar document shall not exempt any 

Developer, Manager/Operator or Employer otherwise subject to the 


(c) Applicability of This Policy. The Policy and obligations established above shall apply to 

particular Developers, Manager/Operators and Employers whenever the Agency has a 

Proprietary Interest in a Hotel or Restaurant Project, except as otherwise provided hereunder. 

The determination whether or not the Agency has a Proprietary Interest in a Hotel or 

Restaurant Project, and if so, whether an exemption applies under Section 4(b), shall be made 

on a case-by-case basis by the Executive Director by applying the standards and principles 

described herein and any further standards and principles provided in guidelines distributed 

pursuant to Section 3(b)(iii)(II) hereof. Any party otherwise subject to the terms of this 

Policy because the Agency has a Proprietary Interest in a Hotel or Restaurant Project defined 


12/7/99

in Section 2(j)(i) - (v) above that claims an exemption from the terms of this Policy under 

Section 4 below shall have the burden of demonstrating that the basis for such exemption is 

clearly present. 

Section 4. Scope and Exemptions. 

(a) Scope. The requirements of this Policy apply only to the procedures for determining 

employee preference regarding whether to be represented by a Labor Organization for 

purposes of collective bargaining and/or by which Labor Organization to be represented. 

Accordingly, this Policy does not apply to the process of collective bargaining in the event a 

Labor Organization has been recognized as the bargaining representative for employees of 

Employers subject to this Policy. Moreover, nothing in the Policy requires an Employer or 

other entity subject to this Policy to recognize a particular Labor Organization; nor does any 

provision of this Policy require that a Collective Bargaining Agreement be entered into with 

any Labor Organization, or that an Employer submit to arbitration regarding the terms of a 

Collective Bargaining Agreement. 

(b) Exemptions. The requirements of this Policy shall not apply to: 

(i) Employers employing fewer than the equivalent of 50 full-time or part-time 

employees, provided that when a restaurant is located on the same premises as a 

hotel and routinely provides food or beverage services to the hotel's guests, 

employees of the restaurant and hotel shall be aggregated for purposes of 

determining the applicability of this Policy. 

Employers commencing operation in a hotel or restaurant in a Hotel or Restaurant 

Project before the effective date of this Policy, or a Hotel or Restaurant Project 

under any Subcontract or Agency Contract entered into before the effective date 

of this Policy, ("pre-existing agreement"). This exemption applies to an 

Employer and to his or her family for the duration of such pre-existing agreement, 

unless it is amended during its term resulting in a Substantial Amendment, as 

defined in Section 2(n). This exemption shall apply beyond the expiration of the 

pre-existing agreement if it is renewed or extended without a change in ownership 

of the Employer, and without changes resulting in Substantial Amendment, as 

defined in Section 2(n). For purposes of this exemption, "change in ownership" 

shall mean a change in ownership, from the effective date hereof, of 25% or more, 

unless such change is among members of the same family; or 

(iii) Any Employer which is signatory to a valid and binding Collective Bargaining 

Agreement covering the terms and conditions of employment for its employees at 

that Hotel or Restaurant Project, or which has entered into a Card Check 

Agreement with a Labor Organization regarding such employees which 

agreement provides at least equal protection from labor/management conflict as 

provided by the minimum terms provided in Section 2(a); or 

(iv) Any Hotel or Restaurant Project where the Executive Director determines that the 


12/7/99

isk to the Agency's financial or other nonregulatory interest resulting from 

labor/management conflict is so minimal or speculative as not to warrant concern 

for the Agency's investment or other nonregulatory interest; or 

(v), Any Hotel or Restaurant Project where the Developer, Manager/Operator or 

Employer, is an agency of the federal government or a statewide agency or entity 

("Public Agency") and that Public Agency would prohibit application of this 

Policy; or 

(vi) Any Hotel or Restaurant Project where the requirements of this Policy would 

violate or be inconsistent with the terms or conditions of a grant , subvention or 

agreement with a Public Agency related to such Hotel or Restaurant Project, or 

any related rules or regulations. 

Section 5 . Enforcement. 

(a) The requirement that Employers enter into and comply with Card Check Agreements with 

Labor Organizations in the circumstances provided in this Policy, and the requirement that 

Developers and Manager/Operators contractually obligate their successors, assigns or 

Subcontractors to be bound by that former requirement are essential consideration for the 

Agency's agreement to any Agency Contract containing that requirement. 

(b) The Agency shall investigate complaints that this Policy has been violated or that a card 

check provision included in an Agency Contract or Subcontract pursuant to this Policy has 

been breached, and may take any action necessary to enforce compliance, including but not 

limited to instituting a civil action for an injunction and/or specific performance. 

(c) In the event the Agency brings a civil enforcement action for violation of this Policy, any 

taxpayer or any person or association by or with a direct interest in compliance with this 

Policy may join in that enforcement action as a real party in interest. In the event the Agency 

declines to institute a civil enforcement action for violation of this Policy, a taxpayer or 

directly interested person or association my bring a civil proceeding on its own behalf and on 

behalf of the Agency against that Employer and seek all remedies available for violation of 

this Policy and/or breach of a Card Check Agreement required by this Policy available under 

state law, including but not limited to monetary, injunctive and declaratory relief. In view of 

the difficulty of determining actual damages incurred by such a violation, liquidated damages 

may be awarded at the rate of $1,000 per day of violation, to be distributed equally between a 

private plaintiff, if any, and the Agency Fund, unless such liquidated damages award is found 

to be so excessive in relation to the violator's resources as to constitute a penalty. 

(d) Any action challenging the applicability of this Policy to a particular Employer may be 

brought only after first seeking an exemption pursuant to Section 4, and must be commenced 

within 60 days after notification that such exemption has been denied by the Agency. 

(e) Notwithstanding anything else contained herein, in no event shall the remedy for a breach of 

the terms of this Policy include termination of any such Subcontract or Agency Contract, nor 

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shall any such breach defeat or render invalid or affect in any manner whatsoever the status 

priority of the lien of any mortgage, deed of trust or other security interest made for value an 

encumbering any property affected by such Subcontract or Agency Contract, including, 

without limitation, any leasehold estate or other interest in such property or improvements on 

such property. 

Section 6 . Effective Date and Application. 

(a) This Policy shall become effective immediately after it is enacted, is intended to have 

prospective effect only, and shall not be interpreted to impair the obligations of any preexisting 

agreement to which the Agency is a party, unless such pre-existing agreement has 

been Substantially Amended after the effective date of this Policy. 

Section 7. Severability. 

(a) If any part or provision of this Policy, or the application thereof to any person or 

circumstance, is held invalid, the remainder of this Policy, including the application of such 

part or provisions to other persons or circumstances, shall not be affected thereby and shall 

continue in full force and effect. To this end, the provisions of this Policy are severable. 


12/7/99

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