Loading...
HomeMy WebLinkAbout2017-06-14 e-packet@6:00Wednesday, June 14, 2017 6:00 PM City of South San Francisco P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA Municipal Services Building, Council Chambers 33 Arroyo Drive, South San Francisco, CA Special City Council Special Meeting Agenda June 14, 2017Special City Council Special Meeting Agenda NOTICE IS HEREBY GIVEN, pursuant to Section 54956 of the Government Code of the State of California, the City Council of the City of South San Francisco will hold a Special Meeting on Wednesday, June 14, 2017, at 6:00 p.m., in the City Council Chambers, Municipal Services Building, 33 Arroyo Drive, South San Francisco, California. Purpose of the meeting: Call to Order. Roll Call. Agenda Review. Public Comments - comments are limited to items on the Special Meeting Agenda. ADMINISTRATIVE BUSINESS Report regarding a motion accepting the 2016 ADA Ramps Project as complete in accordance with plans and specifications, with a total construction cost of $724,127. (Sam Bautista, Principal Engineer) 1. Report regarding a resolution approving a Third Amendment to the landscape maintenance services agreement with Frank and Grossman Landscaping, Inc. for citywide landscape maintenance services for a 12 month term in an additional amount not to exceed $512,064 (Sharon Ranals, Parks and Recreation Director) 2. Resolution authorizing the City Managerapproving a Third Amendment to renew the existing landscape maintenance services agreement with Frank and Grossman of San Francisco, CA for citywide landscape maintenance services for a 12 month term in an additional amount not to exceed $512,064. 2a. Report regarding a resolution approving a lease agreement with Red Cart Market Inc., dba Pet Club Stores, for the building and surface parking area at 1 Chestnut Avenue for a retail store at a lease rate of $24,000 per month for six months. (Mike Lappen, Economic Development Coordinator) 3. Resolution approving a Lease Agreement with Red Cart Market Inc., dba Pet Club Stores, a California corporation, for the continued tenancy at 1 Chestnut Avenue in South San Francisco 3a. Report regarding a resolution approving a relocation agreement, sign permit and design review to allow an existing double-faced, static billboard located at 190 Airport Boulevard to be relocated on site and increased in height by 20 feet. (Billy Gross, Senior Planner) 4. Page 2 City of South San Francisco Printed on 7/3/2017 June 14, 2017Special City Council Special Meeting Agenda Resolution approving a relocation agreement, sign permit and design review to allow an existing double-faced, static billboard on property located at 190 Airport Blvd to be relocated on site and increased in height by 20 feet. 4a. Adjournment. Page 3 City of South San Francisco Printed on 7/3/2017 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-510 Agenda Date:6/14/2017 Version:1 Item #:1. Report regarding a motion accepting the 2016 ADA Ramps Project as complete in accordance with plans and specifications, with a total construction cost of $724,127.(Sam Bautista, Principal Engineer) RECOMMENDATION It is recommended that the City Council,by motion,accept the 2016 ADA Ramps Project (Project No. st1705)as complete in accordance with plans and specifications,with a total construction cost of $724,127. BACKGROUND/DISCUSSION On October 12,2016,City Council awarded the 2016 ADA Ramps Project to Golden Bay Construction,Inc.to install 163 ramps in various areas of City.Due to constructability issues,only 158 ADA ramps were constructed.With the availability of additional Community Development Block Grant (CDBG)funds in the contingency line item and competitive pricing for each ramp,staff decided to construct an additional 28 ADA ramps,which were installed in other CDBG service areas of the City.These additional ramps were installed along Sunnyside Drive,Francisco Terrace area and Hillside Boulevard near the Boys &Girls Club.A total of 186 ADA ramps were constructed, of which 103 ramps were in CDBG service areas. The total construction cost incurred for the project is summarized as follows: Projected Actual Golden Bay Construction, Inc. Construction Contract $599,613 $599,613 Construction Contingency $100,500 $114,929 Construction Administration $ 25,124 $ 9,585 Total Project Budget $725,237 $724,127 FUNDING This project was funded by a combination of Measure W and CDBG funds.The US Department of Housing & Urban Development provided funds of $397,297.The remaining $326,830 of Measure W funding for this project is included in the City of South San Francisco’s 2016-2017 Capital Improvement Program (CIP/st1705), with sufficient funds allocated to cover the project cost. CONCLUSION Staff recommends acceptance of the project as complete. Upon acceptance, a Notice of Completion will be filed with the County of San Mateo Recorder’s office. At the end of the 30 day lien period, the retention funds will be released to the contractor once the City receives a one year warranty bond. City of South San Francisco Printed on 7/3/2017Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-492 Agenda Date:6/14/2017 Version:1 Item #:2. Report regarding a resolution approving a Third Amendment to the landscape maintenance services agreement with Frank and Grossman Landscaping,Inc.for citywide landscape maintenance services for a 12 month term in an additional amount not to exceed $512,064 (Sharon Ranals, Parks and Recreation Director) RECOMMENDATION It is recommended that the City Council adopt a resolution authorizing the City Manager to renew the landscape maintenance services agreement with Frank and Grossman Landscaping,Inc.for citywide landscape maintenance services for a 12 month term in an amount not to exceed $512,064. BACKGROUND/DISCUSSION The City of South San Francisco currently contracts out for certain specialized landscape maintenance services throughout the City.These specialized contracted services are necessary to sustain the extensive and varied landscape maintenance responsibilities to maintain safety and appearance.In 2014,the City issued a formal Request for Proposals for specialized landscaping services for specified locations and enhanced service levels. Frank and Grossman Landscaping,Inc.was selected based on a number of factors,including the firm’s overall expertise,experience,ability to provide landscape services within the stated schedule,size of labor force allocated,ability to achieve the objectives stated in the proposal,as well as cost.When the original contract was negotiated, a stipulation was included that if mutually agreed upon, the contract could be renewed. Based on the satisfactory work that Frank and Grossman completed in the initial term of service,staff recommended that City Council adopt a resolution to expand the scope of areas maintained in 2015;the agreement was extended for one year in 2016;this report recommends another one year extension for 2017/18. Staff will not recommend another amendment to this contract next year.A Request for Proposals for landscape services described in the scope of this agreement will be issued in early 2018. The agreement, which is included in Exhibit A of the resolution associated with this report, covers: ·All specialized labor, ·Material, ·Tools and equipment necessary to maintain ornamental planting, including, but not limited to: o Lawns, o Groundcovers and shrubs, o Safety zones, o Drainage areas, o Weed control on selected median hardscapes, o Poles, o Posts, o Wire, o Irrigation sprinkler heads, o Lateral lines up to the valves (not including valves or water mains downstream of the waterCity of South San Francisco Printed on 6/8/2017Page 1 of 3 powered by Legistar™ File #:17-492 Agenda Date:6/14/2017 Version:1 Item #:2. o Lateral lines up to the valves (not including valves or water mains downstream of the water meter), o Clocks, o Public walkways, o Centennial Way, and o The Dog Park. Services include the cost of necessary repairs,replacements,care,and any and all other items necessary for proper maintenance and operation. Additionally, the scope of work includes: ·Removal of graffiti on the asphalt paving surfaces,such as Centennial Way,using paint provided by the City, and ·Removal of stickers and tagging using soy-based biodegradable products. The contracted service does not include repairs and maintenance of lighting systems,gates,benches,railings, homeowner fences, walls, sidewalks, curb, and gutter (except for weed control). The City’s continuing objectives for this contract include the following: ·Provide high-quality professional landscape maintenance services for various medians,islands and right -of-ways within the City. ·Work in collaboration with the City to identify areas where reduction of maintenance,energy and water can result in an overall cost savings for the City. ·Work in collaboration with the City to implement these identified strategies within the service areas. The current contract provides for a total monthly base price of $38,100,plus a 12 percent contingency to fund repairs needed as a result of deferred maintenance,such as broken irrigation systems and failed plant material. While the contingency will not resolve all of the deferred maintenance within the contracted areas,it will allow the implementation of several deferred maintenance tasks.These are determined to be of the highest priority in order to improve appearance,reduce water use,improve energy efficiency,as well as to permit additional landscape enhancements such as replacing turf with drought tolerant ground cover,and other discretionary improvements directed by staff.Several of these types of projects were undertaken by Frank and Grossman Landscaping,Inc.during the previous term of the contract,including improvements in the Sculpture Garden,cul -de-sac island landscaping in the West Park neighborhood,Stonegate Area 60 landscape restoration,and several medians in need of rehabilitation (most recently the median located on Chestnut Avenue at Antoinette Lane). Staff hopes to continue and build upon these improvements in the coming year and will identify a list of high priority areas which can be rehabilitated with this contingency amount.The contract documents stipulate that other areas may be added to the scope of service by mutual agreement.Should any areas be added to the contract,staff will meet and confer with union representatives of the City’s Parks Maintenance staff,as required by the terms of the current Memorandum of Understanding. FUNDING Funding for this project is provided through both the Common Greens Fund and the General Fund.Sufficient funds have been allocated in the Fiscal Year 2017-18 operating budget to cover the project cost for the Fiscal Year,including the contingency and additional landscape services above.Additionally,the agreement provides that the City can terminate the agreement, with or without cause, with 30 days written notice. City of South San Francisco Printed on 6/8/2017Page 2 of 3 powered by Legistar™ File #:17-492 Agenda Date:6/14/2017 Version:1 Item #:2. Shown below is the proposed project budget for the 12 month term: Item Cost Landscape Maintenance Services $ 457,200 Contingency (12 percent) $ 54,864 _______________________________________________________________ TOTAL $512,064 The cost of annual landscape maintenance services ($457,200)will be invoiced in twelve monthly increments of $38,100.Additional work funded by the contingency will be invoiced separately.The cumulative value of the initial agreement and subsequent amendments is shown in the following table. Agreement Cost Purpose Initial Contract $851,960 Initial agreement for a 20 month term Amendment 1 $0 Amendment to the scope of services to include maintenance of Cal West Park, the Linden Avenue and Olympic Drive greenspots and Appian Way Median in exchange for use of the maintenance yard at Westborough Park Amendment 2 $511,176 Amendment to extend the term of the agreement by 12 months Amendment 3 $512,064 Amendment to extend the term of the agreement by 12 months __________________________________________________________________________________________________________________ TOTAL $1,875,200 CONCLUSION Staff recommends renewing the existing contract with Frank and Grossman Landscaping,Inc.based on the high quality of service and attention to residential requests as well as the satisfactory collaborative partnership developed thus far between City staff and the contractor.Renewal of the Landscape Maintenance Services Agreement with Frank and Grossman Landscaping,Inc.will allow for the continued and improved maintenance of the selected areas of the city as defined in the scope of service. City of South San Francisco Printed on 6/8/2017Page 3 of 3 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-493 Agenda Date:6/14/2017 Version:1 Item #:2a. Resolution approving a Third Amendment to the existing landscape maintenance services agreement with Frank and Grossman of San Francisco, CA for citywide landscape maintenance services for a 12 month term in an additional amount not to exceed $512,064. WHEREAS, on September 24, 2014, the City Council approved a Landscape Maintenance Services Agreement between the City of South San Francisco (City) and Frank and Grossman of San Francisco (Contractor) for the Landscape Maintenance Services Project (Project); and WHEREAS, on October 1, 2014, the City and Contractor entered into that certain Landscape Maintenance Services Agreement (Agreement) whereby Contractor agreed to provide landscape maintenance services for streets, parkways, and common greens within the City of South San Francisco for a twenty (20) month term, for a sum not to exceed $851,960; and WHEREAS, on February 25, 2015, the City and Contractor entered into a first amendment to the Agreement, whereby the Scope of Services were amended with no change to the Contractor’s monthly compensation rate; and WHEREAS, on June 22, 2016 the City and Contractor entered into the second amendment to the Agreement whereby the term of the Agreement was extended by an additional twelve (12) months; and WHEREAS, staff recommends extending the existing Agreement with Frank and Grossman of San Francisco, CA based on the high quality of service and attention to residential requests as well as the satisfactory collaborative partnership developed thus far between city staff and the Contractor; and WHEREAS, extension of the existing landscape maintenance services agreement with Frank and Grossman will allow for the continued and improved maintenance of the selected areas of the City as defined in the scope of services; and WHEREAS, funding for the Project for Fiscal Year 2017-18 is included in the Parks & Recreation Department Budget and sufficient funds are available to cover the Project cost. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of South San Francisco that the City Council hereby approves the Third Amendment to the existing landscape maintenance services agreement with Frank and Grossman of San Francisco, CA for twelve (12) months for citywide landscape maintenance services in an additional amount not to exceed $512,064, conditioned on Frank and Grossman’s timely execution of the third amendment to the landscape maintenance services agreement and submission of all required documents, including but not limited to, certificates of insurance and endorsements, in accordance with the landscape maintenance services agreement. City of South San Francisco Printed on 7/3/2017Page 1 of 2 powered by Legistar™ File #:17-493 Agenda Date:6/14/2017 Version:1 Item #:2a. BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco authorizes the Finance Department to establish the project budget consistent with the information contained in the staff report. BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute the third amendment to the landscape maintenance services agreement and any other necessary documents on behalf of the City, subject to approval as to form by the City Attorney. BE IT FURTHER RESOLVED, that the City Manager, or his designee, is hereby authorized to take any actions necessary to implement this intent of this Resolution that do not materially alter the City’s obligations, ***** City of South San Francisco Printed on 7/3/2017Page 2 of 2 powered by Legistar™ Exhibit A - Original Contract Exhibit A -- Page 1 Exhibit A - Original Contract Exhibit A -- Page 2 Exhibit A - Original Contract Exhibit A -- Page 3 Exhibit A - Original Contract Exhibit A -- Page 4 Exhibit A - Original Contract Exhibit A -- Page 5 Exhibit A - Original Contract Exhibit A -- Page 6 Exhibit A - Original Contract Exhibit A -- Page 7 Exhibit A - Original Contract Exhibit A -- Page 8 Exhibit A - Original Contract Exhibit A -- Page 9 Exhibit A - Original Contract Exhibit A -- Page 10 Exhibit A - Original Contract Exhibit A -- Page 11 Exhibit A - Original Contract Exhibit A -- Page 12 Exhibit A - Original Contract Exhibit A -- Page 13 Exhibit A - Original Contract Exhibit A -- Page 14 Exhibit A - Original Contract Exhibit A -- Page 15 Exhibit A - Original Contract Exhibit A -- Page 16 Exhibit A - Original Contract Exhibit A -- Page 17 Exhibit A - Original Contract Exhibit A -- Page 18 Exhibit A - Original Contract Exhibit A -- Page 19 Exhibit A - Original Contract Exhibit A -- Page 20 Exhibit A - Original Contract Exhibit A -- Page 21 Exhibit A - Original Contract Exhibit A -- Page 22 Exhibit A - Original Contract Exhibit A -- Page 23 Exhibit A - Original Contract Exhibit A -- Page 24 Exhibit A - Original Contract Exhibit A -- Page 25 Exhibit A - Original Contract Exhibit A -- Page 26 Exhibit A - Original Contract Exhibit A -- Page 27 Exhibit A - Original Contract Exhibit A -- Page 28 Exhibit A - Original Contract Exhibit A -- Page 29 Exhibit A - Original Contract Exhibit A -- Page 30 Exhibit A - Original Contract Exhibit A -- Page 31 Exhibit A - Original Contract Exhibit A -- Page 32 Exhibit A - Original Contract Exhibit A -- Page 33 Exhibit A - Original Contract Exhibit A -- Page 34 Exhibit A - Original Contract Exhibit A -- Page 35 Exhibit A - Original Contract Exhibit A -- Page 36 Exhibit A - Original Contract Exhibit A -- Page 37 Exhibit A - Original Contract Exhibit A -- Page 38 Exhibit A - Original Contract Exhibit A -- Page 39 Exhibit A - Original Contract Exhibit A -- Page 40 Exhibit A - Original Contract Exhibit A -- Page 41 Exhibit A - Original Contract Exhibit A -- Page 42 Exhibit A - Original Contract Exhibit A -- Page 43 Exhibit A - Original Contract Exhibit A -- Page 44 Exhibit A - Original Contract Exhibit A -- Page 45 Exhibit A - Original Contract Exhibit A -- Page 46 Exhibit A - Original Contract Exhibit A -- Page 47 Exhibit A - Original Contract Exhibit A -- Page 48 Exhibit A - Original Contract Exhibit A -- Page 49 Exhibit A - Original Contract Exhibit A -- Page 50 Exhibit A - Original Contract Exhibit A -- Page 51 Exhibit A - Original Contract Exhibit A -- Page 52 Exhibit A - Original Contract Exhibit A -- Page 53 Exhibit A - Original Contract Exhibit A -- Page 54 Exhibit B - First Amendment Exhibit B -- Page 1 Exhibit B - First Amendment Exhibit B -- Page 2 Exhibit B - First Amendment Exhibit B -- Page 3 Exhibit B - First Amendment Exhibit B -- Page 4 Exhibit B - First Amendment Exhibit B -- Page 5 Exhibit B - First Amendment Exhibit B -- Page 6 Exhibit B - First Amendment Exhibit B -- Page 7 Exhibit C - Second Amendment Exhibit C -- Page 1 Exhibit C - Second Amendment Exhibit C -- Page 2 THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND FRANK + GROSSMAN LANDSCAPING, INC. THIS THIRD AMENDMENT TO THE LANDSCAPE MAINTENANCE SERVICES AGREEMENT is made at South San Francisco, California, as of June 30, 2017 by and between THE CITY OF SOUTH SAN FRANCISCO (“City”), a municipal corporation, and FRANK + GROSSMAN LANDSCAPING, INC. (“Contractor”), (sometimes referred together as the “Parties”) who agree as follows: RECITALS A.On October 1, 2014, City and Contractor entered that certain Landscape Maintenance Services Agreement (“Agreement”) whereby Contractor agreed to provide landscape maintenance services for streets, parkways, and common greens within the City of South San Francisco A true and correct copy of the Agreement is attached as Exhibit A. On February 25, 2015, the City and Contractor entered the First Amendment of the Agreement to modify the Scope of Services. A true and correct copy of the First Amendment to the Agreement and its exhibits is attached as Exhibit B. On June 22, 2016, the City and Contractor entered the Second Amendment of the Agreement to replace the end date for the agreement with June 30, 2017. A true and correct copy of the Second Amendment to the Agreement and its exhibits is attached as Exhibit C. B.City and Contractor now desire to amend the Agreement. NOW, THEREFORE, for and in consideration of the promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Contractor hereby agree as follows: 1.All terms which are defined in the Agreement shall have the same meaning when used in this Amendment, unless specifically provided herein to the contrary. 2.Section 1. The June 30, 2017 end date for the term of services identified in Section 1 of the Agreement is hereby replaced with June 30, 2018. 3.Section 2. Section 2 of the Agreement shall be amended such that the City agrees to pay Contractor a sum not to exceed $1,875,200.00, with the understanding that up to $1,363,136.00 has already been paid to Contractor. All other terms, conditions and provisions in the Agreement remain in full force and effect. If there is a conflict between the terms of this Amendment and the Agreement, the terms of the Agreement will control unless specifically modified by this Amendment. [SIGNATURES ON THE FOLLOWING PAGE] Exhibit D - Third Amendment (Proposed) Exhibit D -- Page 1 Dated: CITY OF SOUTH SAN FRANCISCO CONTRACTOR By: By: Mike Futrell, City Manager Frank + Grossman Landscape, Inc. Approved as to Form: By: City Attorney 2813425.1 Exhibit D - Third Amendment (Proposed) Exhibit D -- Page 2 Exhibit E - Insurance & Other DocumentsExhibit E -- Page 1 Exhibit E -- Page 1 Exhibit E - Insurance & Other DocumentsExhibit E -- Page 2 Exhibit E -- Page 2 Exhibit E - Insurance & Other DocumentsExhibit E -- Page 3 Exhibit E -- Page 3 Exhibit E - Insurance & Other DocumentsExhibit E -- Page 4 Exhibit E -- Page 4 Exhibit E - Insurance & Other DocumentsExhibit E -- Page 5 Exhibit E -- Page 5 Exhibit E - Insurance & Other DocumentsExhibit E -- Page 6 Exhibit E -- Page 6 Exhibit E - Insurance & Other DocumentsExhibit E -- Page 7 Exhibit E -- Page 7 Exhibit E - Insurance & Other DocumentsExhibit E -- Page 8 Exhibit E -- Page 8 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-527 Agenda Date:6/14/2017 Version:1 Item #:3. Report regarding a resolution approving a lease agreement with Red Cart Market Inc.,dba Pet Club Stores,for the building and surface parking area at 1 Chestnut Avenue for a retail store at a lease rate of $24,000 per month for six months.(Mike Lappen, Economic Development Coordinator) RECOMMENDATION It is recommended that the City Council adopt a resolution approving a lease agreement with Red Cart Market Inc.,dba Pet Club Stores,to use the building and surface parking area at 1 Chestnut Avenue for a retail store at a lease rate of $24,000 per month for six months. BACKGROUND/DISCUSSION Red Cart Market Inc.,dba Pet Club Stores (“Pet Club”),is requesting that the City Council approve a Lease Agreement to allow them to continue to use the building and surface parking lot at 1 Chestnut Avenue as a retail store until the City prepares the property for the Civic Campus.In December 2012,the Oversight Board approved the original Lease Agreement with Pet Club to use the property at 1 Chestnut Avenue for retail use. The property,formerly known as Ron Price Motors,is 1.68-acres and includes a 27,792 square feet (sq.ft.) building with approximately 110 parking spaces.The building was originally constructed in the 1950s and was used as a Safeway Store.Ron Price Motors acquired the building in the 1970s and used it as an auto dealership until 2008.Between January and July of 2013,Pet Club undertook significant tenant improvements to the building,valued over $400,000,to convert the building from the dealership to an open floor retail store.On July 12, 2013, Pet Club officially opened for business. The existing lease agreement ends on July 11, 2017. The Pet Club originally leased the 27,792 sq.ft.building at a base rental rate of $1.35 per square feet ($37,519/month)from July 2013 to July 2016.This amount was agreed upon by both parties,and the Oversight Board believed it to be an acceptable market rate rent for a short term lease.The Oversight Board also gave Pet Club a tenant improvement credit of $500,000,which was amortized during the three-year term and allowed them to adjust the base rent to $23,630 per month.The existing lease agreement permitted Pet Club to extend the lease for no more than one year after July 11,2016.In 2016,the term was extended for one year until July 11, 2017, based on the “fair market rent” of $24,000 per month. New Lease Agreement and Proposed Terms In March 2017,a Pet Club representative sent a letter to the City proposing to extend the rental period for another five years.The existing lease agreement does not permit a second extension of the term,and was designed to include the ability for a developer to terminate the lease in order to occupy the property and prepare for a development.Two years ago,the City’s residents passed Measure W,which will allow us to develop a new Community Civic Campus at 1 Chestnut Avenue and the adjacent former PUC properties.Staff estimates that construction and demolition activities may begin as soon as spring 2018.Therefore,staff informed the City of South San Francisco Printed on 6/8/2017Page 1 of 2 powered by Legistar™ File #:17-527 Agenda Date:6/14/2017 Version:1 Item #:3. that construction and demolition activities may begin as soon as spring 2018.Therefore,staff informed the tenant that they could pay a month to month rent at 120 percent of the existing base rent,or enter into a new short-term lease at an agreed to fair market rent a term of no more than six months.City staff and representatives from the Pet Club agreed to negotiate a short-term lease that will permit the company to operate the store for another six months,and allow the owners to close the store and search for an alternative location in South San Francisco. The City’s proposed terms include: ·The tenant shall pay market rate rent subject to a nominal discount for entering into a short-term lease for $24,000 per month. ·The lease term would be six months. ·The lease would not grant the tenant an option to extend tenancy beyond the initial six months; continued occupancy would be on a month-to-month basis. ·As the lease is for a short-term use, the rent would not include tenant improvement rent credits. ·The tenant would be responsible for payment of all utilities, taxes and site maintenance. ·The lease termination would include the ability for a developer to occupy the property and prepare for a development. ·The tenant would be required to stop operating at the site following the City’s notice of lease termination. ·Under no circumstances would the tenant receive a right of first refusal or any other option to purchase the property. FUNDING Because the 1 Chestnut Avenue is Successor Agency property,all net lease revenue would be distributed proportionately to the taxing entities.However,if the City were to take full ownership of the property at some point during, from that point forward all revenues would go to the City’s General Fund. CONCLUSION City staff and representatives from Pet Club have negotiated a lease agreement that will permit the company to operate the store for another six months,and permit the owners to begin closing the operation and search for an alternative location in South San Francisco.It is recommended that the City Council adopt a resolution to approve a lease agreement with Red Cart Market Inc.,dba Pet Club Stores,to use the building and the surface parking area at 1 Chestnut Avenue for a retail store at a lease rate of $24,000 per month for six months. City of South San Francisco Printed on 6/8/2017Page 2 of 2 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-573 Agenda Date:6/14/2017 Version:1 Item #: Resolution approving a Lease Agreement with Red Cart Market Inc., dba Pet Club Stores, a California corporation, for the continued tenancy at 1 Chestnut Avenue in South San Francisco WHEREAS, in December 2012, the Oversight Board for the Successor Agency to the Redevelopment Agency of the City of South San Francisco (Oversight Board) approved the original Lease Agreement with Red Cart Market, Inc., dba Pet Club Stores (Pet Club), to use the property at 1 Chestnut Avenue for a retail use; and WHEREAS, the original Lease Agreement with the Pet Club included a term of three years with a one- year option for extension, at a duly-noticed public meeting; and WHEREAS, on July 12, 2013, the Pet Club officially opened for business and has complied to the terms of the original lease; and WHEREAS, the original Lease Agreement between the City and the Pet Club will end on July 11, 2017, and WHEREAS, in March 2017, the Pet Club and City staff negotiated a new Lease Agreement for the entire building and site at 1 Chestnut Avenue for retail use for a term of six-months and month-to-month thereafter, to allow the store owners to plan for closing the store and finding an alternative site; and WHEREAS, the staff recommends that the City Council approve the Lease Agreement. NOW,THEREFORE,the City Council of the City of South San Francisco does hereby resolve as follows: NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby takes the following actions: 1.Approve the Lease Agreement with Red Cart Market,Inc.,dba Pet Club Stores,for 1 Chestnut Avenue, attached hereto as Exhibit A and incorporated herein; and 2.Authorize the City Manager,or his designee,to execute the Lease Agreement and any related documents, subject to review and approval as to form by the City Attorney; and 3.Authorize the City Manager to take any other related actions necessary to carry out the intent of this City of South San Francisco Printed on 7/3/2017Page 1 of 2 powered by Legistar™ File #:17-573 Agenda Date:6/14/2017 Version:1 Item #: Resolution. ***** City of South San Francisco Printed on 7/3/2017Page 2 of 2 powered by Legistar™ LEASE AGREEMENT of 1 CHESTNUT AVENUE This Lease Agreement ("Lease") is entered into effective as of 7/12/2017, (the "Effective Date") by and between THE CITY OF SOUTH SAN FRANCISCO, a Municipal Corporation ("Landlord" or "Agency"), and RED CART MARKET INC. dba PET CLUB STORES, A California corporation (collectively "Tenant"). Landlord and Tenant are hereinafter referred to collectively as the "Parties." ARTICLE I BASIC LEASE PROVISIONS 1.1 Landlord's mailing address: City of South San Francisco P.O. Box 711, South San Francisco, CA 94083 1.2 Landlord's contact: Mike Futrell, City Manager Telephone: (650) 829-6620 1.3 Tenant's address: Pet Club, 3535 Hollis Street, Emeryville, CA 94608 Telephone: (510) 595-8120 1.4 Tenant's contact: Tom Lee 1.5 Premises address: 1 Chestnut Avenue, South San Francisco, CA 94080 1.6 Rentable Square Footage: Approximately 27,792 square feet, depicted in Exhibit A. 1.7 Commencement Date: July 12, 2017 1.8 Term: Six (6) months, followed by month to month. 1.9 Expiration Date: January 11, 2018 1.10 Option to Extend Term: Month to month. See Section 3.3. 1.11 Base Rent: Period (Month) Monthly Base Rent 1-6 $24,000.00 Month to Month $24,000.00 1.12 Security Deposit: Landlord acknowledges receipt of the security deposit of $37,519.00 transferred as a credit from the prior lease entered into between Landlord and Tenant dated January 8, 2013 as security for the full and faithful performance of each and every term, provision, covenant and condition of this Lease, which is to be administered as provided in Section 4.6, below. 1.13 Rent Commencement: July 12, 2017 1.14 Permitted Uses: Retail store with veterinarian, clinic, pet grooming and washing, and pet adoption services, only in accordance with Applicable Laws. 1.15 Parking: Tenant may use up to one hundred forty-one (141) parking spaces in Landlord’s surface parking lot on an unreserved basis. ARTICLE II DEFINITIONS Definitions. As used in this Lease, the following terms shall have the definitions set forth below. Additional terms are defined in the remainder of the Lease. 2.1 "Additional Rent" means any and all sums other than Base Rent which Tenant is or becomes obligated to pay to Landlord under this Lease (whether or not specifically called "Additional Rent" in this Lease). 2.2 "Affiliate of Tenant" means any entity that controls, is controlled by, or is under common control with Tenant. "Control" means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity's affairs. 2.3 "Alterations" means any alterations, decorations, modifications, additions or improvements made in, on, about, under or contiguous to the Premises by or for the benefit of Tenant (other than the Tenant Improvements) including but not limited to, telecommunications and/or data cabling, lighting, HVAC and electrical fixtures, pipes and conduits, partitions, cabinetwork and carpeting. 2.4 "Applicable Laws" is defined in Section 5.5. 2.5 "Base Rent" means for each Lease Year the monthly amount payable for the Premises rented by Tenant as set forth in Section 1.11 . 2.6 "Building" means the building located at 1 Chestnut Avenue, South San Francisco, California. 2.7 "Claims” is defined in Section 6.3. 2.8 "Commencement Date" is the date set forth in Section 1.7. 2.9 "Common Area" means all areas and facilities located on the Land or in the Building, exclusive of the Premises. The Common Area includes, but is not limited to, retail parking areas, access and perimeter roads, sidewalks, landscaped areas and similar areas and facilities. 2.10 "Environmental Laws" is defined in Section 6.6. 2.11 "Hazardous Material" is defined in Section 6.5. 2.12 "Indemnitees” is defined in Section 6.3. 2.13 "Premises" means the premises shown on Exhibit A consisting of 27,792 square feet of rentable space in the Building. 2.14 "Real Property" means collectively, (i) the Building; (ii) the parcel of real property on which the Building is situated (the "Land"); and (iii) the other improvements on the Land, including, without limitation, a retail parking lot, driveways, lighting and landscaping. 2.15 "Real Property Taxes" is defined in Section 4.5. 2.16 "Rent" means Base Rent and any Additional Rent, collectively. 2.17 "Tenant Parties" is defined in Section 6.1. 2.18 "Term" means the term of this Lease as set forth in Section 1.8 as such may be extended pursuant to the terms hereof. ARTICLE III PREMISES AND TERM 3.1 Lease of Premises. Subject to and upon the terms and conditions set forth herein, Landlord hereby leases the Real Property to Tenant and Tenant hereby leases the Real Property from Landlord. A portion of the Real Property includes the Premises which consist of the Building commonly known as One Chestnut A venue which is depicted in the diagram attached hereto as Exhibit A. Tenant acknowledges that Landlord has made no representation or warranty regarding the condition of the Premises, the Building or the Real Property except as specifically stated in this Lease. As used in this Lease, the term "Rentable Square Footage" means the net rentable area measured according to standards similar to the standards published by the Building Owners and Managers Association International, Publication ANSI Z65.1-1996, as amended from time to time. The Parties agree that the Rentable Square Footage of th e Premises is 27,792 square feet and the Usable Square Footage of the Premises is also 27,792 square feet. Tenant and Landlord hereby stipulate and agree that same are correct, notwithstanding any minor variations in measurement or other minor variations t hat may have been incurred in the calculation thereof. If the Building is ever demolished, altered, remodeled, renovated, expanded or otherwise changed in such a manner as to alter the amount of space contained therein, then the Rentable Squar e Footage of the Building shall be adjusted and recalculated by using the foregoing method of determining Rentable Square Footage, but such recalculation shall not increase the rental hereunder. The Rentable Square Footage of the Building is stipulated for all purposes to be 27,792 square feet. 3.2 Term and Commencement. The Term of this Lease shall commence on the Commencement Date, and unless sooner terminated as provided herein, the Term shall be for the period set forth in Section 1.8 as the same may be extended in accordance with any option or options to extend the Term granted herein. 3.3 Option to Extend Term. Landlord grants Tenant an option to extend the Lease Term ("Extension Options") solely on a month to month basis until the time that Landlord provides Tenant with a Notice of Termination. 3.3.1 Extension Option Conditions. An Extension Option may be exercised, only by written notice delivered by Tenant to Landlord no later than thirty (30) days prior to the expiration of the initial Term, and only if as of the date of delivery of the notice, Tenant is not in default under this Lease. An Extension Option may be exercised only by the originally named Tenant or by an assignee or sublessee approved pursuant to Article X and only if the originally named Tenant or such approved assignee or sublessee is not in default under the Lease at the time of delivery of notice of exercise and occupies the entire Premises as of the date it exercises the Extension Option. If Tenant or such approved assignee or sublessee properly exercises the Extension Option and is not in default at the end of the initial Term, the Term shall be extended on a month to month basis, terminable by Landlord upon sixty (60) days’ notice to Tenant. 3.3.2 Notice of Termination. Landlord shall have the right to terminate the Lease for any reason and at Landlord’s sole discretion following the Expiration Date, provided however; Landlord shall give Tenant a sixty (60) day written notice to terminate. 3.3.3 Extension Term Rent. $24,000.00 per month. 3.3 Extension Term Rent Floor. In no event shall the Rent for the Extension Term be less than the monthly Base Rent payable during the prior six months under this Lease. 3.4 No Representations. Tenant acknowledges that neither Landlord nor any of Landlord's agents has made any representation or warranty as to the suitability or fitness of the Premises for the conduct of Tenant's business, and that neither Landlord nor any of Landlord's agents has agreed to undertake any alterations or additions or to construct any tenant improvements to the Premises except as expressly provided in this Lease. 3.5 AS-IS Lease. Tenant acknowledges and agrees that by executing this Lease Tenant shall be deemed to have approved of all characteristics and conditions of the Premises, the Building and the Real Property, following its own independent investigation and due diligence, and that Tenant is leasing and accepting same in its present condition, "AS IS" WHERE IS AND WITH ALL FAULTS, and no present or latent defect or deficiency in any legal or physical condition thereof, whether or not known or discovered, shall affect the rights of either Landlord or Tenant hereunder, nor shall Rent be reduced as a consequence thereof. Without limiting the foregoing, Landlord shall, prior to the Commencement Date, ensure that the Building's mechanical equipment, plumbing and roof are in working order. Except as expressly provided herein, Landlord shall have no further obligation to make the Building ready for Tenant. Without limiting the foregoing, Landlord and Tenant acknowledge that Landlord shall have no obligation to remove or pay for the removal of flooring and mastic. 3.6 No Right of First Refusal. Nothing contained herein, including without limitation the provisions of Section 3.5 regarding Tenant's conditional option to extend the Term hereof, is or shall be deemed to constitute a right of first refusal to purchase the Property from Landlord or to require Landlord to sell the Property to Tenant, or any other preemptive right in favor of Tenant. 3.7 Notice of Termination. Landlord shall have the right to terminate the Lease for any reason and at Landlord’s sole discretion following the Expiration Date, provided however; Landlord shall give Tenant a sixty (60) day written notice to terminate. ARTICLE IV RENT, OPERATING EXPENSES, TAXES AND SECURITY DEPOSIT 4.1 Monthly Rent. From and after the Rent Commencement Date, Tenant shall pay to Landlord for each calendar month of the Term, the monthly Base Rent set forth in Section 1.11, as the same may be adjusted upon Tenant's exercise of the Extension Option as provided in Section 3.5.2. Each monthly installment of Base Rent shall be due and payable to Landlord in lawful money of the United States, in advance, on the first (1st) day of each calendar month during the Term or Extension Term, without abatement, deduction, claim or offset, and without prior notice, invoice or demand , at Landlord's address set forth in Section 1.1 or such other place as Landlord may designate from time to time. Tenant's payment of Base Rent for the first month of the Term shall be delivered to Landlord concurrently with Tenant's execution of this Lease. 4.2 Prorations. Monthly installments for any fractional calendar month at the beginning or end of the Term shall be prorated based on the number of days in such month. 4.3 Additional Rent; Triple Net Lease; Property Management Fee. All Additional Rent, including without limitation, all of Tenant's required payments pursuant to this Article IV, shall be due and payable to Landlord in lawful money of the United States without abatement, deduction, claim or offset within twenty (20) days of receipt of Landlord's invoice o r statement for same (or if this Lease provides another time for the payment of certain items of Additional Rent , then at such other time) at Landlord's address set forth in Section 1.1 or such other place as Landlord may designate from time to time. This is a triple net Lease to Landlord. Tenant agrees to pay, without abatement, deduction, claim or offset, all costs and expenses relating to the Premises or any part thereof, of any kind or nature whatsoever. Such costs and expenses shall include, without limitation, all amounts attributable to, paid or incurred in connection with the ownership, operation, repair, restoration, maintenance and management of the Premises; property taxes and payments in lieu thereof; rent taxes; gross receipt taxes (whether assessed against Landlord or assessed against Tenant and collected by Landlord, or both); water and sewer charges; insurance premiums (including earthquake); utilities; refuse disposal; lighting (including outside lighting); fire-detection systems including monitoring, maintenance and repair; security; janitorial services; labor; air conditioning and heating; maintenance and repair costs and service contracts; costs of licenses, permits and inspections; and all other costs and expenses paid or incurred with respect to the Premises or part thereof. 4.4 Late Charge. Tenant acknowledges that the late payment of Rent will cause Landlord to incur administrative costs and other damages, the exact amount of which would be impracticable or extremely difficult to ascertain. Landlord and Tenant agree that if Landlord does not receive any such payment within five (5) calendar days after such payment is due, Tenant shall pay to Landlord as Additional Rent an amount equal to five percent (5%) of the overdue amount as a late charge for each month or partial month that such amount remains unpaid. The Parties acknowledge that this late charge represents a fair and reasonable estimate of the costs that Landlord will incur by reason of the late payment by Tenant. Acceptance of any late Rent and late charge therefore shall not prevent Landlord from exercising any of the other rights and remedies available to Landlord for any other Event of Default under this Lease. 4.5 Taxes. The term "Real Property Taxes" means any form of tax, assessment, charge, license, fee, rent tax, levy, penalty (if a result of Tenant's delinquency), real property or other tax (other than Landlord's net income, estate, succession, inheritance, or franchise taxes), now or hereafter imposed with respect to the Building, the Real Property or any part thereof (including any Alterations), this Lease or any Rent payable under this Lease by any authority having the direct or indirect power to tax, or by any city, county, state or federal government or any improvement district or other district or division thereof, whether such tax or any portion thereof (i) is determined by the area of the Building, the Real Property, or any part thereof or the Rent payable under this Lease by Tenant, including, but not limited to any gross income or excise tax levied by any of the foregoing authorities with respect to receipt of Rent due under this Lease, (ii) is levied or assessed in lieu of, in substitution for, or in addition to, existing or additional taxes with respect to the Building, the Real Property or any part thereof whether or not now customary or within the contemplation of Landlord or Tenant, or (iii) is based upon any legal or equitable interest of Landlord in the Building, the Real Property or any part thereof. Tenant and Landlord intend that all Real Property Taxes, including without limitation all new and increased assessments, taxes, possessory interest taxes charged or levied in place of real property taxes, fees, levies, and charges and all similar assessments, taxes, fees, levies and charges shall be included within the definition of Real Property Taxes" for purposes of this Lease. 4.5.1 Apportionment of Taxes. If the Building is assessed as part of a larger parcel, then Landlord shall equitably apportion the Real Property Taxes and reasonably determine the Real Property Taxes attributable to the Building. If other buildings exist on the assessed parcel, the Real Property Taxes apportioned to the Building shall be based upon the ratio of the square footage of the Building to the square footage of all buildings on the assessed parcel. Landlord' s reasonable determination of such apportionment shall be conclusive. 4.5.2 Tax on Improvements. Notwithstanding anything to the contrary set forth in this Lease, Tenant shall pay prior to delinquency any and all taxes, fees and charges which are levied or assessed against Landlord or Tenant: (a) upon Tenant's equipment, furniture, fixtures, improvements and other personal property located in the Premises, (b) by virtue of any alterations or leasehold improvements made to the Premises by Tenant, and (c) upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises. If any such tax, fee or charge is paid by Landlord, Tenant shall reimburse Landlord for Landlord's payment upon demand. 4.5.3 Real Property Tax Limitation. Notwithstanding the provisions of Section 4.5 Tenant’s increase of real property tax shall be governed by a maximum adjustment of three percent (3.00%) per annum of the Real Estate Tax due for fiscal year 2015/2016 assessed against the Real Property. Notwithstanding the foregoing, Tenant shall pay all taxes assessed which result from water u sage or sewer charge assessment and assessment against Tenant’s Improvements described in Section 17.2 and Exhibit B of the January 8, 2013 Lease. Property ownership transfers shall be governed by the same limitation on increases of Tenant’s obligation to pay Real Property Taxes as stated above. 4.6 Security Deposit. If Tenant fails to pay Rent, or otherwise defaults under the Lease, Landlord may use, apply or retain all or any portion of said Security Deposit for the payment of any amount due Landlord or to reimburse or compensate Landlord for any liability, expense, loss or damage which Landlord may suffer or incur by reason thereof. If Landlord uses or applies all or any portion of the Security Deposit, Tenant shall within ten (10) days after written request therefore, deposit monies with Landlord sufficient to resto re said Security Deposit to the full amount required by this Lease. Landlord shall not be required to keep the Security Deposit separate from its general accounts. Within fourteen (14) days after the expiration or termination of this Lease, if Landlord e lects to apply the Security Deposit only to unpaid Rent, and otherwise within thirty (30) days after the Premises have been vacated pursuant to Article XIV, Landlord shall return that portion of the Security Deposit not used or applied by Landlord. No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by Tenant under this Lease. Tenant shall have no right to apply the Security Deposit, or any portion thereof, to the last month rent due under this Lease. If Landlord disposes of its interest in the Premises and the Real Property, Landlord may deliver or credit the Security Deposit to Landlord’s successor in interest to the Premises and Real Property, and thereupon Landlord shall be relieved of further responsibility with respect to the Security Deposit. ARTICLE V USE OF PREMISES 5.1 Permitted Use; Entitlements. The Premises shall be used solely for the purposes set forth in Section 1.14 and for no other purpose without the written consent of Landlord, which may be granted or withheld in Landlord's sole discretion. Tenant shall not do or suffer or permit anything to be done in or about the Premises, the Building or the Real Property, nor bring or keep anything therein that would in any way subject Landlord to any liability, increase the premium rate of or affect any fire, casualty, rent or other insurance relating to the Real Property or any of the contents of the Building, or cause a cancellation of, or give rise to any defense by the insurer to any claim under, or conflict with, any policies for such insurance. If any act or omission of Tenant results in any such increase in premium rates, Tenant shall pay to Landlord upon demand the amount of such increase. 5.2 Signage. Tenant shall obtain the prior approval of the Landlord, which approval may be withheld in Landlord's sole discretion, before placing any sign or symbol on doors or windows or elsewhere in or about the Premises so as to be visible from the public areas or exterior of the Building, or upon any other part of the Building or Real Property, including building directories. Any signs or symbols which have been placed without Landlord's approval may be removed by Landlord. Upon expiration or termination of this Lease, all signs installed by Tenant shall be removed and any damage resulting therefrom shall be promptly repaired by Tenant, or such removal and repair may be done by Landlord and the cost charged to Tenant as Additional Rent. Tenant shall be provided signage as a part of the Building directory. Tenant is hereby granted the right to place and maintain in place during the Term of this Lease Tenant's name on the exterior of the Building with lighting. The design of the signage and the lighting shall be subject to Landlord's approval. Landlord shall determine in its reasonable discretion the position, location and configuration of Tenant's name on the Building. All signs or lettering shall conform in all respects to the sign and/or lettering criteria reasonably established by Landlord. All signage shall comply with regulations promulgated by the City of South San Francisco. 5.3 Compliance with Laws. Tenant shall procure and maintain all governmental approvals, licenses and permits required for the proper and lawful conduct of Tenant's permitted use of the Premises. Tenant shall throughout the Term comply with and shall not use the Premises, the Building or the Real Property, or suffer or permit anything to be done in or about the same which would in any way conflict with any of the following (collectively "Applicable Laws"): (i) the provisions of all recorded covenants, conditions and restrictions applicable to the Building or the Real Property, or (ii) any federal, state, county, local or other governmental agency rules, regulations, statutes, ordinances, orders , standards, requirements or laws now in force or hereafter enacted, promulgated or issued which are applicable to the Real Property, Premises, the Building, or the use or occupancy thereof, including without limitation building, zoning, and fire codes and regulations. ARTICLE VI ENVIRONMENTAL MATTERS 6.1 Use of Hazardous Materials. Tenant shall not cause or permit any Hazardous Material to be generated, brought onto, used, stored, or disposed of in or about the Premises, the Building or the Real Property by Tenant or Tenant's agents, employees, contractors, subtenants or invitees (collectively "Tenant Parties"), except for limited quantities of standard office and janitorial supplies. At Tenant's sole cost and expense, Tenant shall use, store and dispose of all such Hazardous Materials in strict compliance with all Environmental Laws, and shall in all other respects comply with all Environmental Laws. 6.2 Notice of Release or Investigation. If during the Lease Term (including any extensions), Tenant becomes aware of (a) any actual or threatened release of any Hazardous Material on, under, or about the Premises, the Building or the Real Property, or (b) any inquiry, investigation, proceeding, or claim by any government agency or other person regarding the presence of Hazardous Material on , under, or about the Premises, the Building, or the Real Property, Tenant shall give Landlord written notice of the release or investigation within five (5) days after learning of it and shall simultaneously furnish to Landlord copies of any claims, notices of violation, reports, or other writings received by Tenant that concern the release or investigation. 6.3 Indemnification. Tenant shall defend (with counsel acceptable to Landlord), indemnify and hold harmless Landlord and Landlord's elected and appointed officers, officials, employees, agents and representatives (collectively, "Indemnitees") from and against any and all liabilities, losses, damages, fines, deficiencies, penalties, claims, demands, suits, actions, causes of action, legal or administrative proceedings, judgments, costs and expenses (including without limitation reasonable attorneys' fees and expenses, court costs, expert witness fees and post judgment collection costs) (all of the foregoing, collectively "Claims") resulting or arising from or in connection with any release of any Haza rdous Material in or about the Premises, the Building or the Real Property by Tenant, or Tenant's agents, assignees, sublessees, contractors, or invitees, or any other violation of any Environmental Law by Tenant, or Tenant's agents, assignees, sublessees, contractors, or invitees. This indemnification includes: (i) losses attributable to diminution in the value of the Premises or the Building, (ii) loss or restriction of use of rentable space in the Building, (iii) adverse effect on the marketing of any space in the Building; and (iv) all other liabilities, obligations, penalties, fines, claims, actions (including remedial or enforcement actions of any kind and administrative or judicial proceedings, orders, or judgments), damages (including consequential and punitive damages), and costs (including attorney, consultant, and expert fees and expenses) resulting from the release or violation. The indemnity provided in this Section shall not extend to Claims to the extent the same are caused by the gross negligence or willful misconduct of Indemnitees. The provisions of this Section shall survive the expiration or termination of this Lease. 6.3.1 Landlord's Representations and Warranties. Landlord represents and warrants that Landlord has received no notice, warning, notice of violation, administrative complaint, judicial complaint, or other written notice alleging that the Building or the Real Property are in violation of any Environmental Laws (defined below) or informing Landlord that the Building or the Real Property is subject to investigation or inquiry concerning Hazardous Materials, nor is Landlord aware of any such violation. In addition , to the best knowledge of Landlord, there is no pending or threatened litigation, administrative proceeding, or other legal or governmental action with respect to the Building or the Real Property in connection with the presence of Hazardous Materials in, on or under the Building or the Real Property. Whenever used in this Agreement, the phrase "to the best knowledge of Landlord" shall mean the actual knowledge of Landlord' s Facilities Services Manager. Without limiting the foregoing, Landlord and Tenant acknowledge that Landlord shall have no obligation to remove or pay for the removal of flooring and mastic. If, howe ver; Hazardous Substances other than flooring and mastic are determined to be present on the Real Property as of the Effective Date of the Lease, and remedial action is required in relation to the particular Hazardous Substances because a federal, state, or local government agency is requiring such remedial action, then Tenant shall have no responsibility for the cost of any required or necessary repair, cleanup or detoxification or decontamination of any of the Premises, or the preparation and implementati on of any closure, remedial action or other required plans in connection therewith (collectively, “Remediation”); provided, however, that Tenant shall provide without charge to Landlord or the applicable party or parties, unfettered access to the Real Property and the Premises for purposes of such Remediation. 6.4 Remediation Obligations. If the presence of any Hazardous Material brought onto the Premises or the Building by Tenant or Tenant' s employees, agents, contractors, or invitees results in contamination of the Building, Tenant shall promptly take all necessary actions to remove or remediate such Hazardous Materials, whether or not they are present at concentrations exceeding state or federal maximum concentration or action levels, or any governmental agency has issued a cleanup order, at Tenant's sole expense, to return the Premises and the Building to the condition that existed before the introduction of such Hazardous Material. Tenant shall first obtain Landlord's approval of the proposed r emoval or remedial action. This provision does not limit the indemnification obligation set forth in Section 6.3. 6.5 Definition of Hazardous Material. As used in this Lease, the term "Hazardous Material" means any hazardous or toxic substance, material, or waste at any concentration that is or becomes regulated by the United States, the State of California, or any government authority having jurisdiction over the Building. Hazardous Material includes: (a) any "hazardous substance," as that term is defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) (42 United States Code sections 9601-9675); (b) "hazardous waste," as that term is defined in the Resource Conservation and Recovery Act of 1976 (RCRA) (42 United States Code sections 6901-6992k); (c) any pollutant, contaminant, or hazardous, dangerous, or toxic chemical, material, or substance, within the meaning of any other applicable federal, state, or local law, regulation, ordinance, or requirement (including consent decrees and administrative orders imposing liability or standards of conduct concerning any hazardous, dangerous, or toxic waste, substance, or material, now or hereafter in effect); (d) petroleum products; (e) radioactive material, including any source, special nuclear, or byproduct material as defined in 42 United States Code sections 2011-2297g-4; (f) asbestos in any form or condition; and (g) polychlorinated biphenyls (PCBs) and substances or compounds containing PCBs. 6.6 Definition of Environmental Laws. As used in this Lease, the term "Environmental Laws" means all federal, state and local laws, ordinances, regulations, rules orders and directives pertaining to Hazardous Materials, including without limitation, the laws, statutes, and regulations cited in the preceding Section 6.5, as any of the foregoing may be amended from time to time. 6.7 Environmental Reports. Landlord shall provide to Tenant copies of all studies, reports and investigations concerning the environmental condition of the Building and the Real Property which were prepared within the past five years and which are in Landlord’s possession. ARTICLE VII UTILITIES AND SERVICES 7.1. Utility Services. Tenant shall contract and pay for all utility services ("Utility Services"), including, without limitation, the following: (i) electricity for Building lighting and power suitable for use of the Premises for ordinary retail store and veterinary service purposes; (ii) air conditioning and heating; and (iii) water for drinking, lavatory and veterinary service purposes. 7.2 Maintenance Services and Repairs. Tenant shall be responsible for all interior and exterior maintenance of the Premises, the Building and the Real Property (collectively, “Maintenance Services”), including, without limitation: (i) maintenance of all exterior areas of the Building and the Real Property, including without limitation, lighting and landscaping; (ii) cleaning, painting, maintenance and repair of the Building exterior, (iii) maintenance and repair of the Building mechanical, electrical, HVAC and plumbing equipment and systems (excepting below grade plumbing from the street connection to the building exterior wall foundation) and the Building structural components including the roof, foundation, floors and non-load bearing walls (excepting therefrom damage caused by natural disaster not including fire or an insured peril and damage to structural components existing as of January 8, 2013), (iv) maintenance of all areas of the Building and the Real Property including parking lots, walkways, driveways, fences, utility systems, fire sprinklers, corridors, restrooms, windows; (v) supply of public area lamp replacement, (vi) provision of exterior window washing with reasonable frequency, b ut in no event less than two (2) times per year; and (vii) provision of janitorial services to the common areas (“Janitorial Services”). Without limiting the foregoing, Tenant shall be responsible for janitorial service to the Premises and interior window cleaning. Tenant shall, at all time during the Term of this Lease, at Tenant's sole expense, keep the Premises (including all tenant improvements, Alterations, fixtures and furnishings) in good order, repair and condition at all times during the Term. Subject to Landlord's prior approval and within any reasonable period specified by Landlord, Tenant shall, at Tenant's sole expense, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and other leasehold improvements. If Tenant fails to maintain or keep the Premises in good repair or if such failure results in a nuisance or health or safety risk, at Landlord's option, Landlord may perform any such required maintenance and repairs and within ten days after receipt of Landlord's invoice therefor, Tenant shall pay Landlord' s costs incurred in connection with such repairs, plus a percentage of such costs sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs and expenses in connection therewith. Landlord’s reimbursement of overhead, general conditions, fees and costs shall be a percentage of costs incurred by Landlord pursuant to this Section 7.2 which said percentage shall be fixed at ten (10.00%) percent of the costs of repair or maintenance incurred by Landlord. 7.3 Waiver. Tenant hereby waives the provisions of Sections 1941 and 1942 of the California Civil Code and any other present or future law permitting repairs by a tenant at the expense of a landlord or termination of a lease by reason of the condition of the leased premises. 7.4 Compliance with Applicable Laws. Landlord and Tenant shall each comply with (and shall cause their respective employees, agents and contractors to comply with) all Applicable Laws, including without limitation all Environmental Laws, whenever either party undertakes any work of construction, alteration or improvement in the Premises or the Building. ARTICLE VIII ALTERATIONS AND ADDITIONS 8.1 Alterations and Improvements. Tenant may not make any improvements, alterations, additions or changes to the Premises ("Alterations") without the prior written approval of Landlord, which approval shall not be unreasonably withheld or delayed. Any such Alterations shall be done at Te nant's expense, in a good and workmanlike manner conforming in quality and design with the Premises existing as of the Commencement Date, by a licensed contractor reasonably approved by Landlord, in conformity with plans and specifications reviewed and approved by Landlord, and in compliance with all Applicable Laws. Tenant shall obtain all necessary governmental approvals and permits for such Alterations. Tenant shall give Landlord not less than ten (10) business days' notice prior to the commencement of construction so that Landlord may post a notice of non-responsibility on the Premises. Notwithstanding any other provisions in this Lease, unless Landlord otherwise agrees in writing, Tenant shall remove, prior to expiration of the Term and at Tenant's sole cost and expense, any and all wires, cables and related telecommunications devices installed by or on behalf of Tenant, and Landlord may at its option by written notice to Tenant, require that Tenant, upon the expiration or sooner termination of this Lease, at Tenant's expense, remove any or all other Alterations and return the Premises to its condition as of the Commencement Date, normal wear and tear excepted; provided, however, Tenant shall have no obligation to remove the initial Tenant Improvements constructed pursuant to Exhibit B of the January 8, 2013 Lease upon expiration of the Term of this Lease. Notwithstanding the improvements and alternations pursuant to those described in Exhibit B of the January 8, 2013 Lease, Tenant shall not make any Alterations that: (i) affect the exterior of the Building, (ii) affect any of the structural portions of the Building, including without limitation, the roof, (iii) require any change to the basic floor plan of the Premise or any change to the structural or mechanical components of the Premises, (iv) diminish the value of the Premises, (v) result in an increase in the demand for any utilities or services that Landlord is required to provide, (vi) cause an increase in the premiums for hazard or liability insurance carried by Landlord, or (vii) overload the floor load capacity or unduly burden the plumbing, heating, ventilation, air conditioning, electrical or other basic systems that serve the Building. Upon completion of any Alteration, Tenant shall (a) cause a timely notice of completion to be recorded in the official records of San Mateo County in accordance with Civil Code Section 3093 or any successor statute, and (b) deliver to Landlord evidence of full payment and unconditional final waivers of all liens for labor, services, or materials. 8.2 Liens. Tenant shall not permit any mechanics' materialmen's or other liens, to be filed against the Building or the Real Property or against Tenant's leasehold interest in the Premises. Landlord has the right at all times to post and keep posted on the Premises any notice that it considers necessary for protection from such liens. If Tenant fails to cause the release of record of any lien(s) filed against the Prem ises or Tenant's leasehold estate therein, by payment or posting of a proper bond within ten (10) days from the date of the lien filing(s), then Landlord may, at Tenant's expense, cause such lien(s) to be released by any means Landlord deems proper, including but not limited to payment of or defense against the claim giving rise to the lien(s). All sums reasonably disbursed, deposited or incurred by Landlord in connection with the release of the lien(s), including but not limited to all costs, expenses and attorney's fees, shall be due and payable by Tenant to Landlord as Additional Rent on demand by Landlord. ARTICLE IX INSURANCE AND INDEMNITY 9.1 Indemnity. To the fullest extent permitted by law, Tenant shall defend (with counsel reasonably acceptable to Landlord), indemnify and hold Indemnitees harmless from and against any and all Claims arising out of or relating directly or indirectly to this Lease or the Premises (including without limitation, Claims for or relating to loss of or damage to property, injury or death of any person or animal), including any Claim arising from or in connection with or in any way attributable to: (i) the use or occupancy, or manner of use or occupancy of the Premises, the Building or the Real Property by Tenant or the Tenant Parties, (ii) any act, error, omission or negligence of Tenant Parties or any invitee, guest or licensee of Tenant in, on or about the Real Property, (iii) any Alterations, (iv) construction of any Tenant Improvements , (v) work performed pursuant to Section 7.2 above, and (vi) any activity, work, or thing done, omitted, permitted, allowed or suffered by Tenant or Tenant Parties in, at, or about the Premises, the Building or the Real Property, except to the extent caused by the gross negligence or willful conduct of Landlord. The provisions of this section shall not be construed or interpreted as in any way restricting, limiting or modifying Tenant’s insurance obligations under this Lease. Tenant's compliance with the insurance requirements set forth in this Lease shall not in any way restrict, limit or modify Tenant's indemnification obligations hereunder. The provisions of this section shall survive the expiration or earlier termination of this Lease. 9.2 Tenant's Insurance. Tenant shall, at its sole expense, procure and maintain throughout the Term (plus such earlier and later periods as Tenant may be in occupancy of the Premises) all of the following: (a) Commercial general liability insurance including contractual liability coverage, written on an "occurrence" policy form, covering bodily injury, property damage and personal injury arising out of or relating (directly or indirectly) to Tenant's operations, conduct, assumed liabilities, or use or occupancy of the Premises, the Building or the Real Property naming the Indemnitees as additional insureds, with minimum coverage in the amount of Two Million Dollars ($2,000,000) per occurrence combined single limit for bodily injury and property damage and Five Million Dollars ($5,000,000) in the aggregate. (b) Property insurance protecting Tenant against loss or damage by fire and such other risks as are insurable under then available standard forms of "all risk" insurance policies, covering Tenant's personal property and trade fixtures in or about the Premises or the Real Property, and any improvements and/or Alterations in the Premises, in an amount not less than one hundred percent (100%) of their actual replacement cost or highest insurable value. (c) Workers’ compensation insurance that satisfies the minimum statutory limits. (d) If Tenant operates owned, leased or non-owned vehicles on the Real Property, comprehensive automobile liability insurance with a minimum coverage of one million dollars ($1,000,000) per occurrence, combined single limit. (e) The foregoing policies shall protect Tenant as named insured, and Landlord and the other Indemnitees as additional insureds, and if subject to deductibles shall provide for deductible amounts not in excess of those approved in advance in writing by Landlord in its reasonable discretion. Landlord reserves the right to increase the foregoing amount of required liability coverage from time to time (but not more often than once each calendar year) to adequately protect Indemnitees and to require that Tenant cause any of its contractors, vendors or other parties conducting activities in or about or occupying the Premises to obtain and maintain insurance as determined by Landlord and as to which the Indemnitees shall be additional insureds. All insurance policies shall be written on an occurrence basis. If the Tenant’s insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self-insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Lease so as to not prevent any of the Parties to this agreement from satisfying or paying the self-insured retention required to be paid as a precondition to the insurer’s liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self-insured retention and also must disclose the deductible. The certificates shall contain a statement of obligation on the part of the carrier to notify City of any material change, cancellation, termination or non-renewal of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation, termination or non-renewal. The City’s Risk Manager may waive or modify any of the insurance requirements of this section. 9.3 Excess Coverage Liability Policy. Nothing in this Article IX shall prevent Tenant from obtaining insurance of the kind and in the amounts provided for under this Section under an excess coverage liability insurance policy covering other properties as well as the Premises; provided, howe ver, that any such policy of excess coverage liability insurance (i) shall specify those amounts of the total insurance allocated to the Premises, which amounts shall not be less than the amounts required by Section 9.2, (ii) such amounts so specified shall be sufficient to prevent anyone of the insureds from becoming a co-insurer within the terms of the applicable policy, and (iii) shall, as to the Premises, otherwise comply with the requirements of this Article as to endorsements and coverage. 9.3.1 Self-Insurance. Any insurance required to be maintained by the Tenant pursuant to this Lease may be maintained under a plan of self-insurance through a wholly-owned subsidiary of Tenant's parent company which specializes in providing such coverage for T enant's parent company and its subsidiaries, provided that Tenant' s parent company's net worth exceeds One Hundred Million Dollars ($100,000,000). Tenant agrees that if Tenant elects to self-insure, Landlord shall have the same benefits and protections as if Tenant carried insurance with a third-party insurance company satisfying the requirements of this Lease (including without limitation, waive of subrogation provisions). 9.4. Policy Form. Each insurance policy required pursuant to Section 9.2 shall be issued by an insurance company licensed in the State of California and with a general policyholders' rating of "A+" or better and a financial size ranking of "Class VIII" or higher in the most recent edition of Best's Insurance Guide. Each insurance policy, other than Tenant's workers' compensation insurance, shall (i) provide that it may not be cancelled, materially changed, terminated, or allowed to lapse unless thirty (30) days' prior written notice to Landlord is first given; (ii) provide that no act or omission of Tenant shall affect or limit the obligations of the insurer with respect to any other insured; (iii) include all waiver of subrogation rights endorsement necessary to effect the provisions of Section 9.6: and (iv) provide that the policy an d the coverage provided shall be primary, that Landlord, although an additional insured, shall nevertheless be entitled to recovery under such policy for any damage to Landlord or the other Indemnitees by reason of acts or omission of Tenant, and that any coverage carried by Landlord shall be noncontributory with respect to policies carried by Tenant. A certificate evidencing each insurance policy shall be delivered to Landlord by Tenant on or before the Commencement Date, and thereafter Tenant shall deliver to Landlord renewal policies or certificates at least thirty (30) days prior to the expiration dates of expiring policies. If Tenant fails to procure such insurance or to deliver such certificates to Landlord, and such failure continues five (5) business days after notice thereof from Landlord to Tenant, Landlord may, at its option, procure the same for Tenant's account, and the cost thereof shall be paid to Landlord by Tenant upon demand. 9.5 Insurance of Tenant's Contractors and Agents. In addition to any other insurance requirements, Tenant expressly agrees that none of its agents, contractors, workmen, mechanics, suppliers or invitees performing construction or repair work in the Premises shall commence such work unless and until each of them shall furnish Landlord with satisfactory evidence of insurance coverage, financial responsibility and appropriate written releases of mechanic's or materialmen's lien claims, as necessary. 9.6 Waiver of Subrogation. Tenant and Landlord to cause the insurance companies issuing their respective property (first party) insurance to waive any subrogation rights that those companies may have against Tenant or Landlord, respectively, as long as the insurance is not invalidated by the waiver. If the waivers of subrogation are contained in their respective insurance policies, Landlord and Tenant waive any right that either may have against the other on account of any loss or damage to their respective property to the extent that the loss or damage is insured under their respective insurance policies. 9.7 Landlord's Insurance. Landlord maintains a program of self-insurance comparable to or exceeding the coverage and amounts of insurance carried by reasonably prudent landlords of comparable buildings and workers' compensation coverage as required by law. If Landlord so chooses, Landlord may maintain "Loss of Rents" insurance, insuring that the Rent will be paid in a timely manner to Landlord for a period of at least twelve (12) months if the Premises or the Building or any portion thereof are destroyed or rendered unusable or inaccessible by any cause insured against under this Lease. ARTICLE X ASSIGNMENT AND SUBLETTING 10.1 Landlord's Consent Required. Tenant shall not directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, assign, mortgage, pledge, encumber or otherwise transfer this Lease, or permit all or any part of the Premises to be Leased or used or occupied for any purpose by anyone other than Tenant without the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Any assignment or Lease without Landlord’s prior written consent shall, at Landlord’s option, be void and shall constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. Notwithstanding anything to the contrary contained herein, Tenant shall be permitted to assign this Lease and to sublet the Premises in whole or in part to any Affiliate of Tenant without Landlord consent ("Permitted Transfer"). 10.2 Basis for Withholding Consent. Landlord agrees that it will not unreasonably withhold, delay or condition its consent to Tenant's assigning this Lease or subletting the Premises. In addition to other reasonable bases, Tenant hereby agrees that Landlord shall be deemed to be reasonable in withholding its consent if: (i) there exists an Event of Default (as defined in Section 16.1) at the time of request for consent or on the effective date of such subletting or assigning; (ii) the proposed subtenant or assignee seeks to use any portion of the Premises for a use not consistent with other uses i n the Building, or is financially incapable of assuming the obligations of this Lease; (iii) the assignment or subletting would materially increase the operating costs for the Building; (iv) the assignment or subletting may conflict with the terms of any easement, covenant, condition or restriction or other agreement affecting the Real Property; or (vi) the assignment or Lease would involve a change in use from that expressly permitted under this Lease. Tenant shall submit to Landlord the name of a proposed assignee or subtenant, the terms of the proposed assignment or subletting, the nature of the proposed subtenant's or assignee's business, and such information as to the assignee's or subtenant's financial responsibility and general reputation as Landlor d may reasonably require. 10.3 No Release of Obligations. The consent by Landlord to an assignment or subletting hereunder shall not relieve Tenant or any assignee or subtenant from the requirement of obtaining Landlord's express prior written consent to any other or further assignment or subletting. No subtenant may assign its Lease, or further sublet its Leased premises, without Landlord's prior written consent, which consent may be withheld in Landlord's sole discretion. Neither an assignment or subletting nor the collection of rent by Landlord from any person other than Tenant shall be deemed a waiver of any of the provisions of this Article or release Tenant from its obligations to comply with this Lease, and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease. 10.4 Permitted Assignment to Affiliates. Provided that no Event Default, or event which with the passage of time or the giving of notice would constitute an Event of Default, exists under this Lease, Tenant may, without Landlord's consent, assign or sublet all or a portion of this Lease or the Premises to an Affiliate of Tenant or to any non-Affiliated entity with which Tenant merges or which purchases substantially all of the assets of Tenant, if (i) Tenant notifies Landlord at least fifteen (15) days prior to such assignment or Lease; and (ii) the transferee assumes and agrees in a writing reasonably acceptable to Landlord to perform Tenant's obligations under this Lease and to observe all terms and conditions of this Lease. 10.5 Administrative Costs of Assignment Transaction. In connection with any request by Tenant for approval of an assignment or Lease other than a Permitted Transfer, Tenant shall pay Landlord's then standard reasonable processing fee, any taxes or other charges imposed upon Landlord or the Real Property as a result of such assignment or Lease, and shall reimburse Landlord for all reasonable costs, including the reasonable fees of attorneys consulted by Landlord in connection with such assignment or Lease, whether or not such proposed assignment or Lease is consented to by Landlord. ARTICLE XI DAMAGE AND DESTRUCTION 11.1 Repair and Restoration; Termination Rights. If all or part of the Premises is damaged by fire or other casualty, or if the Building is so damaged that access to or use and occupancy of the Premises is materially impaired, within forty-five (45) days of the date of the damage, Landlord shall notify Tenant of the estimated time, in Landlord's reasonable judgment, required for repair or restoration ("Repair Period"). If the estimated time is one hundred eighty (180) days or less, Landlord shall proceed promptly and diligently to repair or restore the Premises or the portion of the Building necessary for Tenant's occupancy, and this Lease shall remain in effect, except that for the time unusable, Tenant shall receive a Rent abatement for that part of the Premises rendered unusable in the conduct of Tenant's business. If the estimated time for repair or restoration is in excess of one hundred eighty(180) days from the date of the casualty, either Party, at its option exercised by written notice to other Party within sixty (60) days after the date of the casualty, may terminate this Lease as of the date specified by Landlord or Tenant in the notice, which date shall be not less than twenty-five (25) nor more than forty-five (45) days after the date such notice is given, and this Lease shall terminate on the date specified in the notice. In the event that neither Party elects to terminate this Lease, Landlord shall commence to timely repair the damage, in which case this Lease shall continue in full force and effect. In either case, if Landlord fails to repair the damage by the date that is forty-five (45) days after the end of the Repair Period, then Tenant may give notice terminating this Lease to Landlord, within ten (10) business days after the forty-five (45) days after the end of the Repair Period. Termination of the Lease shall be effective as of the date specified in Tenant's termination notice, which date shall not be earlier than thirty (30) days after the date of Tenant's termination notice. However, if Landlord repairs the damage for which it is responsible within thirty (30) days after receipt of Tenant's termination notice, Landlord may elect to nullify Tenant's termination notice (and thereupon this Lease shall continue in full force and effect) by Landlord's notice of such repair and election given to Tenant on or prior to the expiration of such thirty (30) day period. 11.2 Damage Near End of Term. Notwithstanding anything to the contrary set forth in this Article, if the Premises or Building are damaged, such that the Premises or Building cannot be used for the purpose for which it is Leased for more than thirty (30) days during the last twelve (12) months of the Term, including any Extension Term, Landlord and Tenant shall each have the option to terminate this Lease by giving written notice to the other of the exercise of that option within thirty (30) days after the damage or destruction, and this Lease shall terminate as of the date specified in such notice which shall be not before the date of such notice nor more than thirty (30) days after the date of such notice. 11.3 Rent Apportionment. If Landlord or Tenant elects to terminate this Lease under this Article XI, Tenant shall pay Rent, prorated on a per diem basis and paid up to the date of the casualty. If the Premises are wholly untenantable and this Lease is not terminated, Rent shall abate on a per diem basis from the date of the casualty until the Premises are ready for occupancy by Tenant. If part of the Premises are un- tenantable, Rent shall be prorated on a per diem basis and abated in proportion to the portion of the Premises which is unusable until the damaged part is ready for Tenant's occupancy. Notwithstanding the foregoing, if any damage was caused by the gross negligence or willful misconduct of Tenant, its employees or agents, then, in such event, Tenant agrees that Rent shall not abate or be diminished. 11.4 Waiver of Statutory Provisions. The provisions of this Lease, including those in this Article XI, constitute an express agreement between Landlord and Tenant that applies in the event of any damage to the Premises, Building, or Real Property. Tenant therefore, fully waives the provisions of any statute or regulation, including California Civil Code sections 1932(2) and 1933(4) or any successor statute, relating to any rights or obligations concerning any such casualty. . ARTICLE XII CONDEMNATION 12.1 Total Taking -Termination. If title to the Premises or so much thereof is taken through the exercise of any government power (by legal proceedings or otherwise) by any public or quasi-public authority or by any other party having the right of eminent domain, or by a voluntary sale or transfer either under threat of exercise of eminent domain or while legal proceedings for eminent domain are pending so that reconstruction of the Premises will not result in the Premises being reasonably suitable for Tenant's continued occupancy for the uses and purposes permitted by this Lease, this Lease shall terminate as of the date possession of the Premises or part thereof is so taken. 12.2 Partial Taking. If any part of the Premises is taken through the exercise of eminent domain (or is voluntarily conveyed under the threat thereof) and the remaining part is reasonably suitable for Tenant's continued occupancy for the uses and purposes permitted by this Lease, this Lease shall as to the part so taken terminate as of the date that possession of such part of the Premises is taken and the Rent shall be reduced in the same proportion that the floor area of the portion of the Premises taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Premises as reasonably determined by Landlord or Landlord's architect. Landlord shall, at its own cost and expense, make all necessary repairs or alterations to the Premises so as to make the portion of the Premises not taken a complete unit. 12.3 No Apportionment of Award. All condemnation awards and similar payments shall be paid and belong to Landlord, except for any amounts awarded or paid specifically to Tenant for leasehold improvements, removal and reinstallation of Tenant's trade fixtures and personal property, Tenant's moving costs and Tenant's goodwill. It is expressly understood and agreed by Tenant that except as otherwise stated in this section, Landlord shall be entitled to the entire award for any partial or total taking. 12.4 Temporary Taking. No temporary taking of the Premises (which shall mean a taking of all or any part of the Premises for one hundred eighty (180) days or less) shall terminate this Lease or give Tenant any right to any abatement of Rent. Any award made to tenant by reason of such temporary taking shall belong entirely to Tenant, and Landlord shall not be entitled to share therein. ARTICLE XIII SUBORDINATION AND ESTOPPEL 13.1 Estoppel Certificate. From time to time and within fifteen (15) days after request by Landlord, Tenant shall execute and deliver a certificate to any proposed lender or purchaser, or to Landlord, certifying, with any appropriate exceptions, (a) that this Lease is in full force and effect without modification except as noted, (b) the amount, if any, of prepaid rent and deposits paid by Tenant to Landlord (and not returned to Tenant), (c) the nature and kind of concessions, rental or otherwise, if any, which Tenant has received or is entitled to receive, (d) that, to Tenant's knowledge, Landlord has performed all of its obligations due to be performed under this Lease and that there are no defenses, counterclaims, deductions or offsets outstanding or other excuses for Tenant's performance under this Lease as of such date, and (e) any other fact reasonably requested by Landlord or such proposed lender or purchaser. 13.2 Subordination and Attornment. Tenant agrees that this Lease is subject and subordinate to (i) the lien of any mortgage, deed of trust or other encumbrance of the Building or the Real Property, (ii) all present and future ground or underlying leases of the Building or Real Property now or hereafter in force against the Building or Real Property, and (iii) all renewals, extensions, modifications, consolidations, and replacements of the items described in clauses (i) and (ii), provided that the mortgagee or beneficiary thereunder agrees that so long as no Event of Default exists, (a) Tenant 's possession of the Premises and rights and privileges under this Lease shall not be diminished or interfered with by such mortgagee or beneficiary during the term of this Lease or any extensions or renewals hereof, and (b) such mortgagee or beneficiary or lessor will not join Tenant as party for the purpose of terminating or otherwise affecting Tenant's interest in this Lease in any action of foreclosure or other proceeding to enforce any rights arising out of any default under any mortgage or deed of trust. 13.3 Subordination Agreement. The subordination described in this Article XIII is self-operative, and no further instrument of subordination shall be required to make it effective. To confirm this subordination, however, Tenant shall, within fifteen (15) days after Landlord's request, execute any further instruments or assurances in recordable form that Landlord reasonably considers necessary to evidence or confirm the subordination of this Lease to any such encumbrances or underlying leases, provided that that any such instrument provides that the mortgagee or the beneficiary agrees that so long as no Event of Default exists, (a)Tenant's possession of the Premises and rights and privileges under this Lease shall not be diminished or interfered with by such mortgagee or beneficiary during the term of this Lease or any extensions or renewals hereof, and (b) such mortgagee or beneficiary will not join Tenant as party for the purpose of terminating or otherwise affecting Tenant's interest in this Lease in any action of foreclosure or other proceeding to enforce any rights arising out of any default under any mortgage or deed of trust. Tenant shall have no obligation to execute any instrument subordinating its rights hereunder to the lien of any mortgage or deed of trust unless such instrument contains the foregoing conditions. Tenant's failure to execute and deliver such instrument(s) shall constitute a default under this Lease. 13.4 Attornment. Tenant covenants and agrees to attorn to the transferee of Landlord's interest in the Real Property or the Building by foreclosure, deed in lieu of foreclosure, exercise of any remedy provided in any encumbrance or underlying lease affecting the Building or the Real Property, or operation of law (without any deductions or setoffs), if requested to do so by the transferee, and to recognize the transferee as the lessor under this Lease. The transferee shall not be liable for any acts, omissions, or defaults of Landlord that occurred before the sale or conveyance other than acts, omissions or defaults that are continuing upon transferee's acquisition of the Real Property and Transferee fails to cure the same after receiving notice thereof. 13.5 Notice of Default; Right to Cure. Tenant agrees to give written notice of any default by Landlord to the holder of any encumbrance or underlying lease affecting the Building or the Real Property, provided that Tenant has received written notice of the name and address of such encumbrance holder or lessor. Tenant agrees that, before it exercises any rights or remedies under the Lease, the lienholder or lessor shall have the right, but not the obligation, to cure the default within the same time, if any, given to Landlord to cure the default, plus an additional thirty (30) days. Tenant agrees that this cure period shall be extended by the time (not to exceed an additional sixty (60) days) necessary for the lienholder to begin foreclosure proceedings and to obtain possession of the Building or Real Property, as applicable. 13.6 Non-disturbance. Landlord agrees to use commercially reasonable efforts to obtain from the holder of any existing and future indebtedness secured by the Building, a subordination, non-disturbance and attornment agreement which provides that in the event of foreclosure or transfer in lieu of foreclosure, so long as no default by Tenant has occurred under this Lease and remains uncured beyond any applicable cure period (i) Tenant shall not be named or joined in any proceeding that may be instituted to foreclose or enforce the mortgage unless such joinder is legally required to perfect such proceeding, and (ii) Tenant's possession and use of the Premises in accordance with the provisions of the Lease shall not be affected or disturbed by reason of the subordination to or any modification of or default under the mortgage. ARTICLE XIV SURRENDER OF PREMISES; HOLDING OVER 14.1 Surrender of Premises. On expiration of this Lease, Tenant shall surrender the Premises in the same condition as when the Term commenced, ordinary wear and tear excepted. Except for furniture, equipment and trade fixtures (other than those which are affixed to the Premises so that they cannot be removed without material damage to the Premises) all alterations, additions or improvements, whether temporary or permanent in character, made in or upon the Premises, either by Landlord or Tenant, shall be Landlord's property and at the expiration or earlier termination of the Lease shall remain on the Premises without compensation to Tenant; provided that, upon reasonable written request of Landlord, Tenant shall, at its expense and without delay, remove any alterations, additions or improvements (including, without limitation, all telecommunications equipment and cabling, and all alterations and improvements made by Tenant after the Commencement Date) made to the Premises by Tenant and designated by Landlord to be removed, and shall repair any damage to the Premises or the Building caused by such removal. If Tenant fails to complete any removal required by this section or to repair the Premises, Landlord may complete such removal and repair, and Tenant shall reimburse Landlord therefor. If Tenant fails to remove such property as required under this Lease, Landlord may dispose of such property in its sole discretion without any liability to Tenant, and further may charge the cost of any such disposition to Tenant. 14.2 Hold Over Tenancy. If Tenant remains in possession of the Premises after the expiration or earlier termination of this Lease with Landlord's written consent, Tenant shall be deemed, at Landlord's option, to occupy the Premises as a tenant from month-to-month. During such tenancy (and prior to any termination by Landlord), Tenant agrees to pay Landlord, monthly in advance, an amount equal to: (a) during the first ninety (90) days of such tenancy at the Base Rent which would become due during the last month of the Term, together with all other amounts payable by Tenant to Landlord under this Lease, and (b) for any period following the first ninety (90) days of such tenancy, One Hundred Fifty Percent (150%) of all Base Rent which would become due during the last month of the Term, together with all other amounts payable by Tenant to Landlord under this Lease. Except as provided in the preceding sentence, such month-to-month tenancy shall be on the same terms and conditions of this Lease except that any renewal options, expansion options, rights of first refusal or any other rights or options pertaining to additional space in the Building contained in this Lease shall be deemed to be terminated and shall be inapplicable thereto. Landlord's acceptance of rent after such holding over with Landlord's written consent shall not result in any other tenancy or in a renewal of the initial term of this Lease. If Tenant remains in possession of the Premises after the expiration or earlier termination of this Lease without Landlord's written consent, Tenant's continued possession shall be on the basis of a tenancy at sufferance and Tenant shall pay monthly Rent during the holdover period in an amount equal to two hundred percent (200%) of all Base Rent which would become due the last month of the Term, together with all other amounts payable by Tenant to Landlord. 14.3 Notice of Termination. Landlord shall have the right to terminate the Lease for any reason and at Landlord’s sole discretion following the Expiration Date, provided however; Landlord shall give Tenant a sixty (60) day written notice to terminate. ARTICLE XV LANDLORD'S RESERVED RIGHTS. 15.1 Rights Reserved to Landlord. Without notice and without liability to Tenant, and without affecting an eviction or disturbance of Tenant's use or possession, Landlord shall have the right to (i) grant utility easements or other easements in, or subdivide or make other changes in the legal status of the Land, the Building or the Real Property as Landlord shall deem appropriate in its sole discretion, provided such changes do not substantially interfere with Tenant's use of the Premises for the Permitted Use; (ii) enter the Premises at reasonable times and with reasonable advance notice (and at any time in the event of an emergency), to inspect (including inspections by prospective lenders for or buyers of the Real Property), or repair the Premises or the Building and to perform any acts related to the safety, protection, re-letting, sale or improvement of the Premises or the Building; (iii) install and maintain signs on and in the Building and the Real Property; and (iv) make such rules and regulations as, in the reasonable judgment of Landlord, may be needed from time to time for the safety of the tenants, the care and cleanliness of the Premises, the Building and the Real Property and the preservation of good order therein. Landlord shall at all times retain a key with which to unlock all of the doors in the Premises, except Tenant's vaults and safes. If an emergency necessitates immediate access to the Premises, Landlord may use whatever force is necessary to enter the Premises and any such entry to the Premises shall not constitute a forcible or unlawful entry into the Premises, a detainer of the Premises or an eviction of Tenant from the Premises or any portion thereof. ARTICLE XVI DEFAULT AND REMEDIES 16.1 Tenant's Default. It shall be an "Event of Default" hereunder if Tenant shall: (a) fail to pay when due any monthly installment of Rent (or , if applicable under this Lease, Operating Expenses), or fail to pay any other amount owed by Tenant to Landlord under this Lease as and when due and such failure continues for five (5) days following written notice thereof to Tenant by Landlord; (b) fail to provide any certificate, instrument or assurance as required pursuant to Article IX if the failure continues for five (5) days after written notice of the failure from Landlord to Tenant; (c) make a general assignment for the benefit of its creditors or file a petition for bankruptcy or other reorganization, liquidation, dissolution or similar relief; (d) have a proceeding filed against Tenant seeking any relief mentioned in (c) above which is not discharged within sixty (60) days thereafter; (e) have a trustee, receiver or liquidator appointed for Tenant or a substantial part of its property; (f) abandon the Premises for more than three (3) consecutive months; (g) assign this Lease or Lease any portion of the Premises in violation of Article X; or (h) fail to comply with any other provision of this Lease in the manner required hereunder and such failure continues for thirty (30) days after written notice thereof to Tenant by Landlord (or if the noncompliance cannot by its nature be cured within the thirty (30)-day period, if Tenant fails to commence to cure such noncompliance within the thirty (30)-day period and thereafter diligently prosecute such cure to completion). 16.2 Remedies on Default. Upon the occurrence of an Event of Default, Landlord shall have the right to pursue anyone or more of the following remedies in addition to any other remedies now or later available to Landlord at law or in equity. These remedies are not exclusive but instead are cumulative. (a) Continue Lease. Landlord may continue this Lease in full force and effect. In such case, so long as Landlord does not terminate Tenant's right to possession, the Lease will continue in effect and Landlord shall have the right to collect Rent when due, and may undertake efforts to relet the Premises, or any part of them, to third parties for Tenant's account. Tenant shall be liable to Landlord for all reasonable costs Landlord incurs in re-letting the Premises including, without limitation, broker's commissions, expenses of remodeling the Premises required by the re-letting, and like costs. Re-letting can be for a period shorter or longer than the remaining term of this Lease. Tenant shall pay to Landlord the Rent due under this Lease on the date the Rent is due, less the Rent Landlord receives from any re-letting. No act by Landlord allowed by this section shall terminate this Lease unless Landlord terminates Tenant's right to possession. After an Event of Default and for as long as Landlord does not terminate Tenant's right to possession of the Premises, if Tenant obtains Landlord's consent, Tenant shall have the right to assign or sublet its interest in this Lease, but Tenant shall not be released from liability. (b) Terminate Lease. Landlord may terminate the Lease and Tenant's right to possession of the Premises at any time following an Event of Default. No act by Landlord other than giving written notice to Tenant shall terminate this Lease. Acts of maintenance, efforts to relet the Premises or the appointment of a receiver on Landlord's initiative to protect Landlord's interest under this Lease shall not constitute a termination of Tenant's right to possession. On termination, Landlord shall have the right to recover from Tenant all of the following: (i) The worth, at the time of the award, of any unpaid Rent that had been earned at the time of termination of this Lease; (ii) The worth, at the time of the award, of the amount by which the unpaid Rent that would have been earned after the date of termination of this Lease until the time of the award exceeds the amount of the unpaid Rent that Tenant proves could have been reasonably avoided; (iii) The worth, at the time of the award, of the amount by which the unpaid Rent for the balance of the Term after the time of the award exceeds the amount of unpaid Rent that Tenant proves could have been reasonably avoided; (iv) Any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant's failure to perform obligations under this Lease, including, without limitation, brokerage commissions, advertising expenses, expenses of remodeling the Premises for a new tenant, and any special concessions made to obtain a new tenant; and (v) Any other amounts, in addition to or in lieu of those listed above that may be permitted by law. "The worth, at the time of the award" as used in clauses (i) and (ii) of this Paragraph (b) is to be computed by allowing interest at the maximum rate allowed by law at that time, or if there is no such maximum, at a rate of ten percent (10%) per annum. "The worth, at the time of the award," as referred to in clause (iii) of this Paragraph (b) is to be computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (I %). (c) Receiver. Landlord shall have the right to have a receiver appointed to collect Rent. Neither the filing of a petition for the appointment of a receiver nor the appointment itself shall constitute an election by Landlord to terminate this Lease. 16.3 Landlord's Default. Landlord's failure to perform any of its obligations under this Lease shall constitute a Landlord Event of Default hereunder if the failure continues for thirty (30) days after written notice of the failure from Tenant to Landlord. If the required performance cannot be completed within thirty (30) days, Landlord's failure to perform shall not constitute a Landlord Event of Default if Landlord undertakes to cure the failure within such thirty (30)-day period and diligently and continuously attempts to complete the cure as soon as reasonably possible. Tenant waives any right to terminate this Lease and to vacate the Premises upon Landlord's default under this Lease. Tenant's sole remedy on Landlord's default is an action for damages or injunctive or declaratory relief. ARTICLE XVII PARKING 17.1 Parking. Landlord hereby grants to Tenant an nonexclusive license and right to use the retail parking area, excluding reserved spaces, located on the Real Property for vehicular parking, such exclusive license to be appurtenant to Tenant's leasehold estate created by this Lease. There shall be no overnight parking of any vehicles, and vehicles which have been parked in violation of the terms hereof may be towed away at the owner's expense. Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant's employees, suppliers, shippers, customers or invitees to be loaded, unloaded, or parked in areas other than those designated by Landlord for such activities. ARTICLE XVIII MISCELLANEOUS 18.1 No Waiver. No receipt and retention by Landlord of any payment tendered by Tenant in connection with this Lease shall constitute an accord and satisfaction, or a compromise or other settlement, notwithstanding any accompanying statement, instruction or other assertion to the contrary unless Landlord expressly agrees to an accord and satisfaction, or a compromise or other settlement, in a separate writing duly executed by Landlord. Landlord will be entitled to treat any such payments as being received on account of any item or items of Rent, interest, expense or damage due in connection herewith, in such amounts and in such order as Landlord may determine at its sole option. Failure of any party to exercise any right in one or more instance shall not be construed as a waive r of the right to strict performance or as an amendment to or modification of this Lease. Any waiver of any condition or provision set forth in this Lease shall not be deemed a waiver of any subsequent breach of such condition or provision or of any other condition or provision, nor shall any such waiver be deemed a continuing waiver. 18.2 Severability. The Parties intend this Lease to be legally valid and enforceable in accordance with all of its terms to the fullest extent permitted by law. If an arbitrator or a court of competent jurisdiction holds any provision hereof to be invalid or unenforceable in whole or in part for any rea son, the validity and enforceability of the remaining clauses, or portions of them, shall not be affected unless an essential purpose of this Lease would be defeated by loss of the invalid or unenforceable provision. 18.3 Governing Law; Construction. This Lease shall be construed according to the laws of the State of California without regard to principles of conflict of laws. The parties acknowledge that this Lease is the product of negotiation and compromise on the part of both parties, and agree that the provisions hereof shall be construed in accordance with their fair meaning and not in accordance with any rule providing for interpretation against the party who causes the uncertainty to exist or against the drafter. The captions used for the Sections and Articles of this Lease have been inserted for convenience only and shall not be used to alter or interpret the content of this Lease. 18.4 Binding Effect; Survival. The covenants, conditions, warranties and agreements contained in this Lease shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. The representations and warranties of Landlord and Tenant and the indemnification obligations of Landlord and Tenant set forth herein shall survive the expiration or termination of this Lease as shall all other provisions hereof which are intended to survive such expiration or termination. 18.5 Time. Time is of the essence of each provision of this Lease. 18.6 Entire Agreement; Amendments. This Lease and all exhibits attached hereto and incorporated herein by this reference, constitutes the final, complete, and exclusive statement of the terms of the agreement between Landlord and Tenant pertaining to the lease of space in the Building and supersedes all prior and contemporaneous understandings or agreements of the parties. This Lease may not be amended or modified except in a writing signed by both parties. 18.7 Notices. All notices delivered pursuant to this Lease shall be in writing and delivered to Landlord or Tenant at the applicable address designated in Section 1.1 and Section 1.3, or to such other address as may hereafter be designated by either party by written notice delivered to the other party in accordan ce with this Section. Such notices shall be effective upon receipt or refusal of delivery. Such notices shall be sent by (i) United States mail, certified mail with return receipt requested, or (ii) overnight delivery service. 18.8 Force Majeure. Except as otherwise provided in this Lease, the time for performance of an obligation other than the payment of money under this Lease shall be extended for the period during which a party is prevented from performing due to Unavoidable Delay. "Unavoidable dela y" shall mean any and all delay beyond the applicable party's reasonable control, including without limitation, delays caused by the other party; governmental restrictions, regulations, controls, preemptions or delays; orders of civil, military or naval authorities; strikes, labor disputes, lock-outs, shortages of labor or materials or reasonable substitutes therefore; Acts of God; fire, earthquake, floods, explosions or other casualties; extreme weather conditions or other actions of the elements; enemy action, civil commotion , riot or insurrection. 18.9 Attorneys' Fees; Prejudgment Interest. If the services of an attorney are required by either Party to secure the performance hereof or otherwise upon the breach or default of the other Party, or if any judicial remedy is necessary to enforce or interpret any provision of this Lease, or if the services of an attorney are required upon the bankruptcy of a party to this Lease to compel or object to assumption or rejection of this Lease, seek relief from the automatic stay or object to an action to recover a preference or fraudulent transfer, the prevailing party shall be entitled to reasonable attorneys' fees, costs, expert witnesses fees, post judgment collection costs, and other expenses, in addition to any other relief to which such party may be entitled. Any award of damages following judicial remedy as a result of the breach of this Lease or any of its provisions shall include an award of prejudgment interest from the date of the breach at the maximum amount of interest allowed by law. 18.10 Authority. Each Party warrants and represents that it has full authority to enter into this Lease, that this Lease constitutes a binding obligation of such Party, and that the individual(s) signing on behalf of such party are duly authorized to bind such Party hereto. In that regard, Landlord represents that title to the Real Property was previously conveyed from the Redevelopment Agency of the City of South San Francisco, a public body, corporate and politic, to the City of San Francisco, a municipal corporation, prior to the dissolution of the Redevelopment Agency effective February 1, 2012. By operation of law, real property held by the former Redevelopment Agency is or will be transferred to the Successor Agency as successor in interest. The governing bodies of the Successor Agency and the City agree to take such actions as may be necessary to approve, affirm or ratify this Lease. 18.11 Landlord Approvals. Whenever the consent or approval of Landlord is required hereunder, such consent or approval may be granted or withheld by the Successor Agency Executive Director/City Manager or his or her designee, unless the Successor Agency Executive Director/City Manager determines in his or her discretion that such matter shall be referred to the Successor Agency/City governing board(s) for consideration. 18.12 Counterparts. This Lease may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by any other party. This Lease shall take effect when signed by all parties hereto and all parties have written notice of the signature of all the remaining parties. The parties agree that a signed copy of this Lease transmitted by one party to the other party(ies) by facsimile transmission shall be binding upon the sending party to the same extent as if it had delivered a signed original of the Lease. . 18.13 Brokers. With the exception of SC Properties’ commission contemplated in Section 18.13.1 below, Tenant and Landlord each represent and warrant to the other that except as stated in this Section, no broker or agent is entitled to a broker's commission or finder's fee in connection with the execution of this Lease or the consummation of the transaction contemplated hereby, and each Party agrees to defend and indemnify the other Party against any loss, expense or liability incurred by the other party as a result of a breach of such representation and warranty. The provisions of this Section shall survive the expiration or earlier termination of the Lease. SC Properties. Landlord and SC Properties (“Contractor”) entered into that certain Professional Services Agreement ("Agreement") dated December 2015, whereby Contractor agreed to perform professional services related to the marketing of commercial leases for retail space at 636 El Ca mino Real, South San Francisco. As compensation for services performed, Landlord will pay Contractor according to the commission schedule for the full and satisfactory completion of the work in accordance with the terms and conditions of the Agreement. 18.14 Submission of Lease. Submission of this document for examination or signature by the Parties does not constitute an option or offer to lease the Premises on the terms in this document or a reservation of the Premises in favor of Tenant. This document is not effective as a lease or otherwise until executed and delivered by both Landlord and Tenant. 18.15 Non-Agency. It is not the intention of Landlord or Tenant to create hereby a relationship of principal and agent, and under no circumstances shall Tenant be considered the agent of Landlord, it being the sole purpose and intent of the Parties to create a relationship lf landlord and tenant. 18.16 No Merger. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation thereof, or a termination by Landlord, shall not work a merger, and shall at the option of Landlord terminate all or any existing subtenancies or may at the option of Landlord, operate as an assignment to Landlord of any or all such subtenancies. SIGNATURES ONFOLLOWING PAGE . NOW, THEREFORE, Landlord and Tenant have executed this Lease as of the date first written above. LANDLORD, THE PET CLUB STORES, A California corporation CITY OF SOUTH SAN FRANCISCO, A MUNICIPAL CORPORATION By: City of South San Francisco, A Municipal Corporation By: RED CART MARKET INC. dba PET CLUB STORES, A California corporation Its: City Manager By: Tom Lee Its: Secretary Date: Date: __________________________________________ City Attorney, Approved as to Form __________________________________________ City Clerk, Attest EXHIBIT A DIAGRAM OF PREMISES City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-554 Agenda Date:6/14/2017 Version:1 Item #:4. Report regarding a resolution approving a relocation agreement,sign permit and design review to allow an existing double-faced,static billboard located at 190 Airport Boulevard to be relocated on site and increased in height by 20 feet.(Billy Gross, Senior Planner) RECOMMENDATION It is recommended that the City Council adopt a resolution approving a relocation agreement with Action Signs,Inc.as well as a sign permit and design review,to allow the existing billboard located at 190 Airport Boulevard to be relocated on site and increased in height by 20 feet. BACKGROUND/DISCUSSION On January 11,2017,the City Council adopted Resolution 04-2017 approving a Purchase and Sale Agreement (PSA)with 150 Airport SSF LLC for the acquisition and development of city-owned parcels at 178-190 Airport Blvd for residential development.Subsequently,on January 19,2017,the Planning Commission adopted Resolution 2798-2017 approving an application to construct a new seven-story building with a total of 157 multi-family residential units at 150, 178 and 190 Airport Boulevard. Action Signs Billboard One of the key provisions of the PSA was the relocation of Action Signs,Inc.(Action Signs)existing billboard sign that is located on the property.As part of the 2004 Purchase and Sale Agreement,where the City originally purchased the property,Action Signs owns an easement that allows them to continue operating a static billboard sign on the site,unless the City provides written notice to relocate the sign to a comparable alternative site in order to facilitate redevelopment of the property.As part of the request to relocate the sign,the developer and Action Signs have identified a suitable location in the northeast corner of the lot,approximately 75 feet from the existing location.The proposed location would allow for the construction of the approved residential development, and continued visibility of the static billboard sign. The proposed sign relocation project would consist of a new,double-faced V-shaped outdoor advertising sign with static message displays of 14 feet in height and 48 feet in width with an overall elevation of 114 feet above grade.The relocated static billboard sign square footage would remain the same as the existing static billboard sign.The height of the existing billboard is approximately 94 feet;the increase in height of 20 feet is necessary to maintain visibility to traffic on U.S. Highway 101. Billboard Regulations The California Department of Transportation (Caltrans)is involved in the control of off-premise signage displays along state highways through enforcement of the California Outdoor Advertising Act.Caltrans is also responsible,through an agreement with the Federal Highway Administration,for controlling off-premise signage along interstate highways. Some freeways are classified as “landscaped freeways”,and off-premise signage is not allowed along landscaped freeways except when approved as part of relocation agreements (Government Code §5412).All of US 101 within the City’s boundaries is classified as landscaped freeway and therefore a relocation agreement is City of South San Francisco Printed on 6/9/2017Page 1 of 2 powered by Legistar™ File #:17-554 Agenda Date:6/14/2017 Version:1 Item #:4. required by Caltrans in order to move the billboard. Relocation Agreement The applicant and the City have negotiated a Relocation Agreement to allow the movement of the existing static billboard sign at 190 Airport Blvd.The terms of the Relocation Agreement are consistent with the terms of the original easement and the South San Francisco Municipal Code. General Plan Conformity and Zoning Consistency The Project site is in the designated Downtown Transit Core within the General Plan and is also located within the Downtown Transit Core Zoning District,which provides zoning for development to support the Caltrain station.The relocation of the existing static billboard sign will allow for the development of a 157-unit residential development,consistent with the intent and purpose of the General Plan.Subject to approval of a Relocation Agreement, the Project will comply with all sign development standards. Environmental Review In accordance with the provisions of California Environmental Quality Act (CEQA),an Initial Study/Mitigated Negative Declaration (IS/MND)was prepared by Lamphier-Gregory for the 101 Terminal Court Clear Channel Billboard Project and related zoning amendment.The IS/MND was circulated in June 2013 and adopted by the City Council in August 2015 (State Clearinghouse number 2013062062).This previously adopted IS/MND analyzed allowing up to three digital billboards in a section of South San Francisco west of US 101.The maximum height of a billboard analyzed within the IS/MND was 70 feet. The proposed project site is within the area covered by this previous IS/MND,but with a maximum sign height of 114 feet.Based on this change,Lamphier-Gregory assessed whether the project has been covered under the IS/MND or whether subsequent analysis is required.They determined that the only environmental topic area with the potential to be impacted was aesthetics,due to the change in height.While the change in height (either from the 90 feet height of the existing sign or the 70 feet height analyzed in the IS/MND)would change the exact locations from which views of Sign Hill could be blocked as vehicles travel along U.S.101,the currently proposed 114 feet height would not substantially change the assessment or conclusions. Based on this analysis,the IS/MND adopted in 2015 continues to serve as the applicable environmental review document pursuant to the requirements of CEQA,and the measures included in the IS/MND’s Mitigation Monitoring and Reporting Program (MMRP) would fully apply. No further analysis is required. CONCLUSION It is recommended that the City Council adopt a resolution approving a Relocation Agreement,Sign Permit and Design Review to allow the existing double-faced,static billboard sign at 190 Airport Boulevard to be relocated on site and increased in height by 20 feet. City of South San Francisco Printed on 6/9/2017Page 2 of 2 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-555 Agenda Date:6/14/2017 Version:1 Item #:4a. Resolution approving a relocation agreement, sign permit and design review to allow an existing double-faced, static billboard on property located at 190 Airport Blvd to be relocated on site and increased in height by 20 feet. WHEREAS, Action Signs (“Applicant”) has a legal or equitable interest in the property located at 190 Airport Boulevard (APN 012-338-060) (“Property”); and, WHEREAS, Applicant has submitted a development application to relocate and increase the height of an existing static billboard (“Existing Billboard”) by twenty (20) feet at the Property (“Project”); and, WHEREAS, Applicant seeks approval of a Relocation Agreement, Sign Permit, and Design Review; and, WHEREAS, approval of the Applicant’s proposal is considered a “project” for purposes of the California Environmental Quality Act, Pub. Resources Code § 21000, et seq. (“CEQA”); and, WHEREAS, the City Council adopted an Initial Study / Mitigated Negative Declaration (“IS/MND”) on August 26, 2015 (State Clearinghouse number 2013062062) in accordance with the provision of CEQA and CEQA Guidelines, which analyzed the potential environmental impacts of billboards along the west side of U.S. Highway 101; and, WHEREAS, the modifications to the sign height contemplated in the Project are minor in nature, the approval of which would not result in any new significant environmental effects or a substantial increase in the severity of any previously identified effects beyond those disclosed and analyzed in the IS/MND adopted by the City Council, nor would it require additional environmental review; and, WHEREAS, the City Council held a public meeting on June 14, 2017 to consider the Relocation Agreement, Sign Permit, and Design Review and take public testimony; and, NOW, THEREFORE, BE IT RESOLVED that based on the entirety of the record before it, which includes without limitation, the California Environmental Quality Act, Public Resources Code §21000, et seq. (“CEQA”) and the CEQA Guidelines, 14 California Code of Regulations §15000, et seq.; the South San Francisco General Plan and General Plan EIR; the South San Francisco Municipal Code; the Project applications; the Project Plans, as prepared by RMG Outdoor Inc., dated December 5, 2016; the ”Assessment of the 178-190 Airport Blvd Billboard Project Under the IS/MND for 101 Terminal Court Clear Channel Billboard Project and Related Zoning Amendment” Technical Memorandum, as prepared by Lamphier- Gregory dated June 1, 2017, including all appendices thereto; all site plans, and all reports, minutes, and public testimony submitted as part of the City Council’s duly noticed June 14, 2017 meeting, and City Council deliberations; and any other evidence (within the meaning of Public Resources Code §21080(e) and §21082.2), City of South San Francisco Printed on 7/3/2017Page 1 of 3 powered by Legistar™ File #:17-555 Agenda Date:6/14/2017 Version:1 Item #:4a. the City Council of the City of South San Francisco hereby finds as follows: A.General Findings 1.The foregoing recitals are true and correct. 2.The Exhibits attached to this Resolution, including the Conditions of Project Approval (Exhibit A), Project Plans (Exhibit B), Action Signs Project Relocation Agreement (Exhibit C), and the Assessment of the 178-190 Airport Blvd Billboard Project Under the IS/MND for 101 Terminal Court Clear Channel Billboard Project and Related Zoning Amendment” Technical Memorandum (Exhibit D) are each incorporated by reference and made a part of this Resolution, as if set forth fully herein. 3.The documents and other material constituting the record for these proceedings are located at the Planning Division for the City of South San Francisco, 315 Maple Avenue, South San Francisco, CA 94080, and in the custody of the Chief Planner, Sailesh Mehra. B.Action Signs Project Relocation Agreement 1.The New Billboard is located within a property located at 190 Airport Blvd (APN 012-338-060), which is within the Downtown Transit Core zoning district and is immediately adjacent to U.S. Highway 101. 2.A Relocation Agreement to allow the relocation of the existing billboard to the northeast portion of the site will allow for the development of a 157-unit residential development, consistent with the intent and purpose of the General Plan Land Use Designation of Downtown Transit Core. C.Design Review 1.The Project, including Design Review, is consistent with Title 20 of the South San Francisco Municipal Code because as submitted through the Design Review Process, the signage complies with the applicable standards included in Chapter 20.280 (Downtown Station Area Specific Plan District) and Chapter 20.360 (Signs). 2.The Project, including Design Review, is consistent with the General Plan because the proposed signs are consistent with the design policies and design direction provided in the South San Francisco General Plan. The relocation of the existing billboard to the northeast portion of the site will allow for the development of a 157-unit residential development, consistent with the intent and purpose of the General Plan Land Use Designation of Downtown Transit Core. 3.The Project, including Design Review, complies with any applicable design guidelines adopted by the City Council in that the proposed signage is consistent with the Design Principles in Section 20.360.003. 4.The Project is consistent with the applicable design review criteria in Section 20.480.006 (“Design Review Criteria”) because the project has been evaluated against, and found to be consistent with, each of the eight design review criteria included in the “Design Review Criteria” section of the Ordinance. BE IT FURTHER RESOLVED that subject to the Conditions of Approval, attached as Exhibit A to this resolution, the City Council of the City of South San Francisco hereby makes the findings contained in this City of South San Francisco Printed on 7/3/2017Page 2 of 3 powered by Legistar™ File #:17-555 Agenda Date:6/14/2017 Version:1 Item #:4a. Resolution, and adopts a resolution approving the Sign Permit and Design Review. BE IT FURTHER RESOLVED that the City Council hereby approves the Action Signs Project Relocation Agreement between the City of South San Francisco and Action Signs, Inc., attached hereto as Exhibit C, incorporated herein by reference. BE IT FURTHER RESOLVED that the City Council further authorizes the City Manager to execute the Action Signs Project Relocation Agreement on behalf of the City, in substantially the form attached as Exhibit C, and to make revisions to such Agreements, subject to the approval of the City Attorney, which do not materially or substantially increase the City’s obligations thereunder BE IT FURTHER RESOLVED that this Resolution shall become effective immediately upon its passage and adoption. ***** City of South San Francisco Printed on 7/3/2017Page 3 of 3 powered by Legistar™ DRAFT CONDITIONS OF APPROVAL P17-0037: DR17-0037 andSIGNS17-0018 ACTION SIGNS RELOCATION AGREEMENT (As recommended by City Staff on June 14, 2017) A)Planning Division requirements shall be as follows: 1.The applicant shall comply with the Planning Divisions standard Conditions and Limitations for Commercial, Industrial, Mixed-Use and Multi-Family Residential Projects. 2.The construction drawings for the Action SignsProject shall substantially comply with the City Council approved plans, prepared by RMG OutdoorInc., dated December 5, 2016,as amended by theseconditions of approval. 3.The developer shall comply with all applicable mitigation measures outlined in the Mitigation Monitoring and Reporting Program and the Clear Channel Billboard Project and Related Zoning Amendment IS/MND. Prior to issuance of a building permit the applicant shall prepare a checklist outlining mitigation measures and status of implementation, for review and approval by the Chief Planner or designee. 4.Prior to issuance of any building or construction permits for grading improvements, the applicant shall submit final grading plans for review and approval by the City Engineer and Chief Planner. Planning Division contact: Billy Gross, SeniorPlanner, (650) 877-8535 178-190 AIRPORT BOULEVARD BILLBOARD PROJECT – ASSESSMENT UNDER PREVIOUS IS/MND PAGE 1 OF 5 LAMPHIER-GREGORY TECHNICAL MEMORANDUM PREPARED FOR: Billy Gross City of South San Francisco Department of Economic and Community Development 315 Maple Avenue South San Francisco, CA 94080 PREPARED BY: Rebecca (Gorton) Auld Lamphier-Gregory, Inc. 1944 Embarcadero, Oakland, CA 94606 SUBJECT: Assessment of the 178-190 Airport Blvd Billboard Project Under the IS/MND for 101 Terminal Court Clear Channel Billboard Project and Related Zoning Amendment DATE: June 1, 2017 Background and Purpose The 101 Terminal Court Clear Channel Billboard Project and Related Zoning Amendment project was analyzed in an Initial Study/Mitigated Negative Declaration (IS/MND) with State Clearinghouse Number 2013062062 circulated in June 2013and adopted in August 2015. The proposed Zoning Amendment analyzed in the IS/MND would allow up to three digital billboards in a section of South San Francisco west of US 101, with the billboard proposed at 101 Terminal Court being the first of the three. Action Signs has submitted a proposal for a digital billboard at 178-190 Airport Boulevard (including removal of an existing nearby static sign) within the area covered by the previous IS/MND. The existing static billboard at the site would be moved to make way for separate redevelopment of the site. The replacement billboard would be located about 40 feet further north than the existing sign, would be digital rather than static, and would be taller at 114’to maintain visibility from U.S. 101 given the proposed redevelopment of the site. The proposed height is taller than both the existing sign (90’) and that assessed in the IS/MND (up to 70’). The proposed billboard would be a V-shape with two sign faces oriented to the two directions of traffic on U.S. 101. As with the existing billboard and those assessed in the IS/MND, the sign faces are 14’ x 48’. The existing and proposed billboard locations and proposed billboard design are shown in Attachment A. The purpose of this memo is to assess whether the proposed project has been covered under the IS/MND or whether subsequent analysis is required. The California Environmental Quality Act (CEQA) Guidelines Section 15162 provides the following guidance: (a) When an EIR has been certified or a Negative Declaration adopted for a project, no subsequent EIR shall be prepared for that project unless the lead agency determines, on the basis of substantial evidence in the light of the whole record, one or more of the following: 178-190 AIRPORT BOULEVARD BILLBOARD PROJECT – ASSESSMENT UNDER PREVIOUS IS/MND PAGE 2 OF 5 (1) Substantial changes are proposed in the project which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; (2) Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous EIR or Negative Declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; or (3) New information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the previous EIR was certified as complete or the Negative Declaration was adopted, shows any of the following: (A) The project will have one or more significant effects not discussed in the previous EIR or negative declaration; (B) Significant effects previously examined will be substantially more severe than shown in the previous EIR; (C) Mitigation measures or alternatives previously found not to be feasible would in fact be feasible, and would substantially reduce one or more significant effects of the project, but the project proponents decline to adopt the mitigation measure or alternative; or (D) Mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce one or more significant effects on the environment, but the project proponents decline to adopt the mitigation measure or alternative. (b) If changes to a project or its circumstances occur or new information becomes available after adoption of a negative declaration, the lead agency shall prepare a subsequent EIR if required under subdivision (a). Otherwise the lead agency shall determine whether to prepare a subsequent negative declaration, an addendum, or no further documentation. Assessment Up to two additional digital billboards to the west of U.S. 101 between Sister Cities Boulevard and the City’s southern boundary were allowed by the Zoning Amendment and analyzed in the IS/MND. The current project site is within this area and is currently developed with commercial buildings and a gravel lot adjacent to railroad tracks and U.S. 101. The current project site is consistent with the type of lots covered by the assessed Zoning Amendment and would not represent unique site-specific environmental concerns beyond the analysis in the IS/MND. No substantial changes have occurred to the circumstances in the area that would change conclusions of the IS/MND relative to construction of up to three digital billboards as anticipated. There have also been no substantial changes in digital billboard technology or scientific understanding of digital billboards that could be considered new information leading to changes in IS/MND conclusions. Therefore, this assessment focuses on the first criterion under CEQA Guidelines Section 15162: whether the changes in the project would result in new significant effects or substantially increased severity of significant effects. The only substantial change from the IS/MND is the proposed taller height. The location proposed is within the area analyzed and the size of the sign faces are the same as those analyzed in the IS/MND. 178-190 AIRPORT BOULEVARD BILLBOARD PROJECT – ASSESSMENT UNDER PREVIOUS IS/MND PAGE 3 OF 5 Because the changes in the project are limited to height of the billboard, impacts under most environmental topics would remain unchanged. While construction activities could span a slightly longer period for a taller sign, it remains a relatively short construction period at an estimated 14 days and conclusions related to construction would not be substantially changed. The conclusions in the environmental topic area of Aesthetics have the potential to change with the changed height so are assessed in more detail below. For reference, the analysis of Aesthetics was included on pages 22 through 31 of the IS/MND. Scenic Highways and Visual Character There would be no substantial change to the assessment or conclusions related to Scenic Highways or visual character. The location (and therefore character of the area) has not changed, and the nearby segment of U.S. 101 is not a designated or eligible state scenic highway. Scenic Vistas The only scenic vista with the potential to be affected by the project is Sign Hill, which contains the prominent concrete “South San Francisco The Industrial City” sign on the hillside, and is identified as a national historic landmark and regional landmark. The IS/MND (page 22) characterizes the effect of the project on views of Sign Hill from U.S. 101 as follows: The proposed billboard would contribute to blockage of views toward Sign Hill from the point of view of a vehicle driving north along U.S. 101. This interruption of views would be temporary in that the billboard would only block views for a short period as the vehicle progresses toward the billboard. Signs in this area are not uncommon though cumulative blockage of views would be intermittent, as views toward Sign Hill would be available between signs as a vehicle progresses north. The conclusion related to scenic vistas in the IS/MND (page 29) reads as follows: Taking both the regulatory and specific locational/scenic context into account, as well as the temporary and intermittent nature of the obstruction from the point of view of a moving vehicle, the Project’s impact on scenic vistas, including views of Sign Hill from U.S. 101, would be considered a less than significant impact. The proposed height of 114’ would result in intermittent blockage of views toward Sign Hill from U.S. 101 that would be similar to those occurring today due to the 90’ tall billboard to be removed as part of the current project. The existing condition is shown in the figure on the following page. Increasing the height to 114’ would result in blockage of views of Sign Hill similar to those under the current condition. While changes in height (either from the existing 90’ or the 70’ analyzed in the IS/MND) would change the exact locations from which views of Sign Hill could be blocked as vehicles travel along U.S. 101, the currently proposed 114’ height would not substantially change the assessment or conclusions related to scenic vistas. The impact related to Scenic Vistas would remain less-than-significant with the increased billboard height. Light and Glare The IS/MND (page 30) characterizes the effect of the project on light and glare as follows: Digital billboards rely on LED technology to display messages on a lit screen. The lighting is designed to make the message displays visible to passing motorists. 178-190 AIRPORT BOULEVARD BILLBOARD PROJECT – ASSESSMENT UNDER PREVIOUS IS/MND PAGE 4 OF 5 Figure 1: U.S. 101 Northbound View Toward Existing Billboard and Sign Hill. Source: GoogleEarth, with notations added. The brightness of the LED display on the billboard face is subject to adjustment based on ambient conditions monitored by multiple light sensors. The display, for example, is brighter in the daytime than in darkness, and responds to changes in the ambient light conditions. Restrictions on digital billboards, imposed and enforced by Caltrans, preclude lighting that would be directed at motorists that is so directed or intense that it could blind or confuse drivers, or create conditions that make recognition of the roadway or official signage difficult. Caltrans has imposed these restrictions for traffic safety reasons, and they are discussed in more detail in the Transportation section. The resulting controls, however, effectively regulate light and glare to ensure that the operation of any digital billboard does not create a substantial new source of light or glare. The billboards would also comply with guidelines of the Outdoor Advertising Association of America (OAAA). These guidelines specify that lighting levels from a digital billboard will not exceed 0.3 footcandles over ambient levels, as measured using a footcandle meter at a pre-set distance based on the size of the billboard face. For the 14’ by 48’ billboards, this would be 250 feet. It is anticipated that the illuminance would be negligible beyond 500 feet. Existing Billboard (90’tall) Sign Hill 178-190 AIRPORT BOULEVARD BILLBOARD PROJECT – ASSESSMENT UNDER PREVIOUS IS/MND PAGE 5 OF 5 Mitigation Measure Visual-1 was applied to require field testing to demonstrate compliance with specified brightness levels and would remain applicable to the proposed project. The sign faces would remain the size specified in the IS/MND and the light levels would be verified to remain within applicable guideline levels and there would be no change in IS/MND conclusions related to light and glare. Conclusions Therefore, given the substantial evidence above, the currently proposed digital billboard project at 178- 190 Airport Boulevard would not require subsequent analysis to the IS/MND per CEQA Guidelines Section 15162, as confirmed by the following statements: (1) The current project would not result in new significant environmental effects or a substantial increase in the severity of previously identified significant effects; (2) There are no changes in circumstances that would result in the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; or (3) There is no new information resulting in a new significant effect not discussed in new significant environmental effects, a substantial increase in the severity of previously identified significant effects, or a change in the feasibility (or acceptance) of mitigation measures. While changes to the project have occurred after adoption of the IS/MND (being the increased height to 114’ from the analyzed 70’), this assessment has determined that no further documentation is required per CEQA Guidelines Section 15162. The IS/MND adopted in 2015 continues to serve as the applicable environmental review document pursuant to the requirements of CEQA for approval of the currently proposed digital billboard project at 178-190 Airport Boulevard and the measures in the adopted Mitigation Monitoring and Reporting Program (MMRP) would fully apply. The MMRP is included in Attachment B. 178-190 AIRPORT BOULEVARD BILLBOARD PROJECT – ASSESSMENT UNDER PREVIOUS IS/MND APPENDIX A Appendix A Site Plan and Design 178-190 AIRPORT BOULEVARD BILLBOARD PROJECT – ASSESSMENT UNDER PREVIOUS IS/MND APPENDIX B Appendix B Mitigation Monitoring and Reporting Program 10 1 TER M I N A L COU R T CLE A R CHA N N E L BIL L B O A R D PRO J E C T A N D REL A T E D ZON I N G AME N D M E N T – MM R P P AGE 1 MI T I G A T I O N M O N I T O R I N G A N D R E P O R T I N G P R O G R A M 10 1 T e r m i n a l C o u r t C l e a r C h a n n e l B i l l b o a r d P r oj e c t a n d R e l a t e d Z o n i n g A m e n d m e n t , Ci t y o f S o u t h S a n F r a n c i s c o Th i s M i t i g a t i o n M o n i t o r i n g a n d R e p o r t i n g P r o g ra m ( M M R P ) w a s p r e p a r e d b a s e d o n t h e f i n d i n g s o f t h e I n i t i a l S t u d y a n d M i t i g a t e d Ne g a t i v e D e c l a r a t i o n ( I S / M N D ) f o r t h e P r o j ec t , w h i c h w a s c i r c u l a t e d i n J u n e 2 0 1 3 . T h i s M M R P i s i n c o m p l i a n c e w i t h S e c t i o n 1 5 0 9 7 of t h e C E Q A G u i d e l i n e s , w h i c h r e q u i r e s t h a t t h e L e a d A g e n c y “ a d o p t a p r o g r a m f o r m on i t o r i n g o r r e p o r t i n g o n t h e r e v i s i o n s w h i c h it ha s r e q u i r e d i n t h e p r o j e c t a n d t h e m e a s u r e s i t h a s i m p o s e d t o m i t i g a t e o r a v o i d s i g n i f i c a n t e n v i r o n m e n t a l e f f e c t s . ” T h e M M R P l ists mi t i g a t i o n m e a s u r e s r e c o m m e n d e d i n t h e I S / M N D a n d i d e n t i f i e s mi t i g a t i o n m o n i t o r i n g r e q u i r e m e n t s , i n c l u d i n g i m p l e m e n t a t i o n ti m i n g a n d r e s p o n s i b i l i t y a s w e l l a s m on i t o r i n g r e s p o n s i b i l i t y a n d a c t i o n s . 101 TERMINAL COURT CLEAR CHANNEL BILLBOARD PROJECT AND RELATED ZONING AMENDMENT – MMRP PAGE 2 101 Terminal Court Clear Channel Billboard Project and Related Zoning Amendment: Mitigation Monitoring and Reporting Program Mitigation Measure Timing/ Schedule Implementation Responsibility Verification Monitoring Action Monitoring Responsibility Date Completed Visual-1: Billboard Brightness Field Testing. The Applicant shall demonstrate through field testing compliance with a 0.3 footcandle increase over ambient light at 250 feet during nighttime conditions upon initial start-up, at 6 months of operation and at the request of the City for the life of the billboard. The Applicant shall fund field testing by an independent contractor or City staff trained in the use of a handheld photometer to demonstrate continued compliance. The City shall consider citizen complaints consisting of direct personal impacts as cause for requesting field testing. If increases in ambient light are found to be above the 0.3 footcandle level, the dimming level shall be adjusted until this level can be demonstrated. This must be completed and demonstrated through follow-up field testing within 24 hours or the billboard shall not be operated until the lighting levels can be brought into compliance. If no above-threshold levels have been measured in the prior three tests, field testing shall be requested no more often than twice yearly. Otherwise, field tests can be requested up to once monthly. Prior to operations then per the conditions indicated. Applicant, as coordinated by City Review of field testing results by City SSF Planning Division Air-1: Basic Construction Management Practices. The Project shall demonstrate proposed compliance with all applicable regulations and operating procedures prior to issuance of demolition, building or grading permits, including implementation of the following BAAQMD “Basic Construction Mitigation Measures”. i. All exposed surfaces (e.g., parking areas, staging areas, soil piles, graded areas, and unpaved access roads) shall be watered two times per day. ii. All haul trucks transporting soil, sand, or other loose material off-site shall be covered. Prior to issuance of building permits and during construction Applicant, specifically the construction contractor Verify requirements are included in construction contracts and met during construction SSF Building Division 101 TERMINAL COURT CLEAR CHANNEL BILLBOARD PROJECT AND RELATED ZONING AMENDMENT – MMRP PAGE 3 101 Terminal Court Clear Channel Billboard Project and Related Zoning Amendment: Mitigation Monitoring and Reporting Program Mitigation Measure Timing/ Schedule Implementation Responsibility Verification Monitoring Action Monitoring Responsibility Date Completed iii. All visible mud or dirt track-out onto adjacent public roads shall be removed using wet power vacuum street sweepers at least once per day. The use of dry power sweeping is prohibited. iv. All vehicle speeds on unpaved roads shall be limited to 15 mph. v. All roadways, driveways, and sidewalks to be paved shall be completed as soon as possible. Building pads shall be laid as soon as possible after grading unless seeding or soil binders are used. vi. Idling times shall be minimized either by shutting equipment off when not in use or reducing the maximum idling time to 5 minutes (as required by the California airborne toxics control measure Title 13, Section 2485 of California Code of Regulations [CCR]). Clear signage shall be provided for construction workers at all access points. vii. All construction equipment shall be maintained and properly tuned in accordance with manufacturer’s specifications. All equipment shall be checked by a certified mechanic and determined to be running in proper condition prior to operation. viii. Post a publicly visible sign with the telephone number and person to contact at the Lead Agency regarding dust complaints. This person shall respond and take corrective action within 48 hours. The Air District’s phone number shall also be visible to ensure compliance with applicable regulations. Cultural-1: Cultural Monitoring and Mitigation Plan. The Project applicant shall fund preparation and implementation of a cultural monitoring and mitigation plan by a qualified archaeologist to address the potential for presence and disturbance During construction Applicant Halt construction if resources are found and SSF Building Division 101 TERMINAL COURT CLEAR CHANNEL BILLBOARD PROJECT AND RELATED ZONING AMENDMENT – MMRP PAGE 4 101 Terminal Court Clear Channel Billboard Project and Related Zoning Amendment: Mitigation Monitoring and Reporting Program Mitigation Measure Timing/ Schedule Implementation Responsibility Verification Monitoring Action Monitoring Responsibility Date Completed of Native American archaeological resources or remains during excavation of the billboard pole footing. This will include at a minimum monitoring during excavation of the billboard pole footing and may also include but is not limited to additional archival research, hand auger sampling, shovel test units, geoarchaeological analysis, or other common methods used to identify the presence of archaeological resources to be determined per the recommendation of the qualified archaeologist. The archaeologist and construction contractors shall follow the appropriate procedures should any cultural resources or human remains be discovered during ground disturbance. coordinate with the appropriate authority or professional Haz-1: Phase I and/or Phase II Reports. Prior to issuance of construction permits, the City of South San Francisco shall require the Project applicant to submit a Phase I environmental site assessment report, and a Phase II report if warranted by the Phase I report for the Project site. The reports shall make recommendations for remedial action in accordance with State and Federal laws, if appropriate, and should be signed by a Registered Environmental Assessor, Professional Geologist, or Professional Engineer. The Applicant shall comply with these recommendations. Prior to issuance of building permits, if requested by the City Applicant Review of reports by City and, if applicable, verification of recommended measures in construction contracts SSF Building Division Haz-2: E-Waste Disposal. Electronic components of the billboard may contain materials considered “e-waste” when disposed of due to potentially hazardous metals, flame retardants, and other chemicals. The operator shall be required to follow applicable regulations regarding proper disposal and/or recycling, as appropriate, as components are replaced or removed over time. Ongoing during operations Applicant None by the City Applicable regulatory agencies and/or disposal companies 101 TERMINAL COURT CLEAR CHANNEL BILLBOARD PROJECT AND RELATED ZONING AMENDMENT – MMRP PAGE 5 101 Terminal Court Clear Channel Billboard Project and Related Zoning Amendment: Mitigation Monitoring and Reporting Program Mitigation Measure Timing/ Schedule Implementation Responsibility Verification Monitoring Action Monitoring Responsibility Date Completed Traf-1: Annual Report. The operator of the digital billboard shall submit to the City, within thirty days following June 30 of each year, a written report regarding operation of each digital billboard during the preceding period of July 1 to June 30. The operator may submit a combined report for all such digital billboards operated by such operator within the City limits. The report shall, when appropriate, identify incidents or facts that relate to specific digital billboards. The report shall be submitted to the Director of the Economic and Community Development Department and shall include information relating to the following: a. Status of the operator’s license as required by California Business and Professions Code §§5300 et seq.; b. Status of the required permit for individual digital billboards, as required by California Business and Professions Code §§5350 et seq.; c. Compliance with the California Outdoor Advertising Act, California Business and Professions Code §§5200 and all regulations adopted pursuant to such Act; d. Compliance with California Vehicle Code §§21466.5 and 21467; e. Compliance with provisions of written agreements between the U.S. Department of Transportation and the California Department of Transportation pursuant to the federal Highway Beautification Act (23 U.S.C. §131); f. Compliance with mitigation measures identified in the Mitigated Negative Declaration adopted as part of Project approval; g. Each written or oral complaint received by the operator, or conveyed to the operator by any government agency or any other person, regarding operation of each digital billboard included in the report; Annually during operations Applicant / Operator Review of Annual Report SSF Planning Division 101 TERMINAL COURT CLEAR CHANNEL BILLBOARD PROJECT AND RELATED ZONING AMENDMENT – MMRP PAGE 6 101 Terminal Court Clear Channel Billboard Project and Related Zoning Amendment: Mitigation Monitoring and Reporting Program Mitigation Measure Timing/ Schedule Implementation Responsibility Verification Monitoring Action Monitoring Responsibility Date Completed h. Each malfunction or failure of each digital billboard included in the report, which shall include only those malfunctions or failures that are visible to the naked eye, including reason for the malfunction, duration and confirmation of repair; and i. Operating status of each digital billboard included in the report, including estimated date of repair and return to normal operation of any digital billboard identified in the report as not operating in normal mode. Traf-2: Operational Safety. The operation of the digital billboard shall comply with the following at all times: a. No special visual effects that include moving or flashing lights shall accompany any message or the transition between two successive messages; b. The operator shall not install or implement any technology that would allow interaction with drivers, vehicles or any device located in vehicles, including, but not limited to a radio frequency identification device, geographic positions system, or other device without prior approval of the City of South San Francisco, taking into consideration technical studies and CalTrans or US DOT policies and guidance available at the time of the request. Ongoing during operations Applicant / Operator Included in Review of Annual Report SSF Planning Division