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2005-05-25 e-packet
SPECIAL MEET1NG REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, California 94083 Meeting to be held at: MUNICIPAL SERVICES BUILDING CITY COUNCIL COMMUNITY ROOM 33 ARROYO DRIVE WEDNESDAY, MAY 25, 2005 6:45 P.M. NOTICE IS HEREBY GIVEN, pursuant to Section 54956 of the Government Code of the State of California, the Redevelopment Agency of the City of South San Francisco will hold a Special Meeting on Wednesday, the 25th day of May, 2005, at 6:45 p.m., in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Purpose of the meeting: 1. Call to Order 2. Roll Call 3. Public Comments - comments are limited to items on the Special Meeting Agenda 4. Closed Session: Pursuant to Government Code Section 54956.9(b), conference with legal counsel, anticipated litigation: one case 5. Adjournment /s/ Sylvia M. Payne City Clerk AGENDA REDEVELOPMENT AGENCY CITY OF SOUTH SAN FRANCISCO REGULAR MEETING MUNICIPAL SERVICE BUILDING COMMUNITY ROOM WEDNESDAY, MAY 25, 2005 7:00 P.M. PEOPLE OF SOUTH SAN FRANCISCO You are invited to offer your suggestions. In order that you may know our method of conducting Agency business, we proceed as follows: The regular meetings of the Redevelopment Agency are held on the second and fourth Wednesday of each month at 7:00 p.m. in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Public Comment: For those wishing to address the Board on any Agenda or non-Agendized item, please complete a Speaker Card located at the entrance to the Community Room and submit it to the Clerk. Please be sure to indicate the Agenda Item # you wish to address or the topic of your public comment. California law prevents Redevelopment Agency from taking action on any item not on the Agenda (except in emergency circumstances). Your question or problem may be referred to staff for investigation and/or action where appropriate or the matter may be placed on a future Agenda for more comprehensive action or a report. When your name is called, please come to the podium, state your name and address for the Minutes. COMMENTS ARE LIMITED TO THREE (3) MINUTES PER SPEAKER. Thank you for your cooperation. The Clerk will read successively the items of business appearing on the Agenda. As she completes reading an item, it will be ready for Board action. RAYMOND L. GREEN Chair JOSEPH A. FERNEKES Vice Chair PEDRO GONZALEZ Boardmember RICHARD BATTAGLIA Investment Officer BARRY M. NAGEL Executive Director RICHARD A. GARBARINO, SR. Boardmember KARYL MATSUMOTO Boardmember SYLVIA M. PAYNE Clerk STEVEN T. MATTAS Counsel PLEASE SILENCE CELL PHONES AND PAGERS HEARING ASSISTANCE EQUIPMENT IS AVAILABLE FOR USE BY THE HEARING-IMPAIRED AT REDEVELOPMENT AGENCY MEETINGS CALL TO ORDER ROLL CALL AGENDA REVIEW PUBLIC COMMENTS CONSENT CALENDAR 1. Motion to approve the minutes of May 11, 2005 2. Motion to confirm expense claims of May 25, 2005 o Resolution authorizing the use of low and moderate housing funds outside the Redevelopment Project Areas and a resolution adopting a new five-year implementation plan for the Downtown/Central Redevelopment Project Area, the E1 Camino Corridor Redevelopment Project Area, the Gateway Redevelopment Project Area and the U.S. Steel/Shearwater Redevelopment Project Area for Fiscal Years 2004/05 through 2008/09 PUBLIC HEARING 4. 440 Commercial Avenue, Peninsula Habitat for Humanity Project: a) b) Motion authorizing the adoption of summary report for disposition of property Resolution Authorizing the execution of disposition and development agreement with Peninsula Habitat for Humanity to transfer 440 Commercial Avenue to Habitat for Humanity for construction of 4 housing units and approve a construction grant of $33,780 to Habitat for Humanity ADJOURNMENT REGULAR REDEVELOPMENT AGENCY MEETING MAY 25, 2005 AGENDA PAGE 2 Redevelopment Agency Staff Rep o rt DATE: TO: FROM: SUBJECT: May 25, 2005 Redevelopment Agency Board Marty Van Duyn, Assistant Executive Director ADOPTION OF RESOLUTIONS FOR USE OF LOW MOD FUNDS OUTSIDE PROJECT AREAS AND ADOPTION OF FIVE YEAR IMPLEMENTATION PLAN RECOMMENDATION Adopt the two attached resolutions authorizing the use of Low/Mod Housing Funds outside the Redevelopment Project Areas and adoption of a new Five-Year Implementation Plan for the Downtown/Central Redevelopment Project Area, the E1 Camino Corridor Redevelopment Project Area, the Gateway Redevelopment Project Area and the U.S. Steel/Shearwater Redevelopment Project Area for Fiscal Years 2004/05 through 2008/09. BACKGROUND/DISCUSSION In accordance with redevelopment law, the Redevelopment Agency is required to deposit no less than twenty percent (20%) of all taxes which are allocated to the Agency in a Low and Moderate Income Housing Fund to be used for the purpose of increasing, improving and preserving the community's supply of low- and moderate-income housing. The Redevelopment Agency and City Council must adopt a resolution declaring that the expenditure of monies from the Housing Fund established for each Project Area will be of benefit to said Project Area when such monies are used in accordance with the requirements of redevelopment law either within or outside the Project Area. Whereas the City Council has adopted Ordinances which effectuate the fiscal merger of the four Redevelopment Project Areas it is recommended that the Redevelopment Agency adopt the attached Resolution authorizing the expenditure of the 20% low/mod funds to the benefit.of the Project Areas. Implementation Plan: On April, 27, 2005, following publication of notice as required by law, the Agency held a public hearing to receive public comment on the proposed Implementation Plan included in the Report to Council as Appendix H, a copy of which is on file with the City Clerk, to be adopted as the Implementation Plan to be used by the Agency for fiscal years 2004/05 through 2008/09. There were no public comments received during the public hearing regarding the proposed Implementation Plan. Staff Report Subject: Use of Low/Mod Funds and Implementation Plan Page 2 CONCLUSION It is recommended that the Redevelopment Agency Board adopt these two Resolutions authorizing the use of the Low and Moderate Income Housing Fund outside the Redevelopment Project Areas and adopting the new Five-Year Implementation Plan for all four Project Areas for fiscal years 2004/05 through 2008/09. Assistant Executive~irector Appr°Ve~v ~/N:g(5'~ Executix~e Di; - t~ Attachment: Resolution regarding use of Low and Moderate Income Housing Fund Resolution for Implementation Plan RESOLUTION NO. REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION FINDING AND DETERMINING THAT THE USE OF MONIES FROM THE LOW AND MODERATE INCOME HOUSING FUNDS ESTABLISHED FOR THE DOWNTOWN/CENTRAL PROJECT AREA, THE EL CAMINO CORRIDOR PROJECT AREA, THE GATEWAY PROJECT AREA AND THE U.S. STEEL/SHEARWATER PROJECT AREA OUTSIDE THE BOUNDARIES OF THE PROJECT AREAS WILL BENEFIT SUCH PROJECT AREAS, AND AUTHORIZING THE EXPENDITURE OF SUCH FUNDS WHEREAS, the City Council of the City of South San Francisco ("City Council") approved and adopted the Redevelopment Plan for the Downtown/Central Redevelopment Project Area ("Downtown Project Area") by Ordinance No. 1056-89 adopted on July 12, 1989 (as subsequently amended, the "Downtown Plan"); and WHEREAS, the City Council approved and adopted the Redevelopment Plan for the Gateway Redevelopment Project Area ("Gateway Project Area") by Ordinance No. 867-81, adopted on June 17, 1981 (as subsequently amended, the "Gateway Plan"); and WHEREAS, the City Council approved and adopted the Redevelopment Plan for the U.S. Steel/Shearwater Redevelopment Project Area ("Shearwater Project Area") by Ordinance No. 996-86, adopted on January 8, 1986 (as subsequently amended, the "Shearwater Plan"); and WHEREAS, the City Council approved and adopted the Redevelopment Plan for the E1 Camino Corridor Redevelopment Project Area (the "El Camino Project Area") by Ordinance No. 1132-93 adopted on June 9, 1993 (as subsequently amended, the "El Camino Plan"); and WHEREAS, the Redevelopment Agency of the City of South San Francisco ("Agency") is vested with responsibility to carry out the foregoing redevelopment plans in accordance with Community Redevelopment Law (Health and Safety Code Section 33000 et seq.) ("CRL"); and WHEREAS, the Agency desires to again amend the foregoing redevelopment plans in order to (i) add territory to the Downtown Project Area, (ii) extend the time limits for the use of eminent domain proceedings to acquire nonresidential property in the Downtown Project Area and the original E1 Camino Project Area, and (iii) effectuate the fiscal merger of the Downtown Project Area, the Gateway Redevelopment Project Area, the E1 Camino Corridor Redevelopment Project Area and the U.S. Steel/Shearwater Redevelopment Project Area in order to pool tax increment revenue from the four project areas ("Project Areas") and establish a unified bonded indebtedness limit for the four project areas while retaining the separate identity of each project area for other purposes; and WHEREAS, the Agency has prepared proposed amendments to the redevelopment plans, copies of which are on file with the Agency Secretary and the City Clerk; and WHEREAS, in accordance with CRL Sections 33334.2, 33483 and 33487, the Agency is required to deposit no less than twenty percent (20%) of all taxes which are allocated to the Agency pursuant to CRL Section 33670 in a Low and Moderate Income Housing Fund to be used for the purpose of increasing, improving and preserving the community's supply of low- and moderate-income housing; and WHEREAS, CRL Sections 33334.2(g) and 33487(b) authorize the Agency to use monies from a Low and Moderate Income Housing Fund outside of a project area only upon adoption of resolutions by the Agency and City Council finding that such use will be of benefit to the project area; and WHEREAS, the Agency desires by this Resolution to declare that the expenditure of monies from the Low and Moderate Income Housing Fund established for each Project Area will be of benefit to such Project Area when such monies are used in accordance with the requirements of the CRL either within or outside the Project Area. NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency as follows: Section 1. The Agency finds and determines that the expenditure of monies from the Low and Moderate Income Housing Fund established for each Project Area will be of benefit to such Project Area when such monies are used in accordance with the requirements of the CRL and for purposes authorized by the CRL either within or outside the Project Area. Section 2. The Agency is authorized to expend monies for the Low and Moderate Income Housing Fund established for each Project Area inside and/or outside each such Project Area for purposes authorized by the CRL and in accordance with the requirements of the CRL. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Redevelopment Agency of the City of South San Francisco at a meeting held on the __ day of ., 2005 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk S:\Current Reso's\4-27-051ow.moderate.income.redevelpment.res.DOC RESOLUTION NO. REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION ADOPTING A NEW FIVE-YEAR IMPLEMENTATION PLAN FOR THE DOWNTOWN/CENTRAL PROJECT AREA, THE EL CAMINO CORRIDOR REDEVELOPMENT PROJECT AREA, THE GATEWAY REDEVELOPMENT PROJECT AREA AND THE U.S. STEEL/SHEARWATER REDEVELOPMENT PROJECT AREA FOR FISCAL YEARS 2004/05 THROUGH 2008/09 WHEREAS, pursuant to Califomia Community Redevelopment Law, each redevelopment agency administering a redevelopment plan must adopt a five-year implementation plan setting forth specific redevelopment agency goals and objectives, outlining specific projects and expenditures for the coming five years, and explaining how the stated goals, objectives, projects and expenditures will eliminate blight and meet the affordable housing needs of the community; and WHEREAS, the Report to Council ("Report to Council") prepared in connection with the proposed fiscal merger of the Downtown/Central Project Area, the E1 Camino Corridor Redevelopment Project Area, the Gateway Redevelopment Project Area and the U.S. Steel/Shearwater Redevelopment Project Area (collectively, the "Project Areas") and the proposed addition of territory to the Downtown/Central Project Area includes a proposed Five-Year Implementation Plan for the Project Areas for fiscal years 2004/05 through 2008/09 (the "Implementation Plan"); and WHEREAS, in accordance with Health and Safety Code Section 33490, the adoption of an implementation plan does not constitute a project within the meaning of the California Environmental Quality Act, and therefore, no environmental analysis was required or prepared for the Implementation Plan; and WHEREAS, following publication of notice as required by law, the Agency held a public hearing on April 27, 2005 to receive public comment on the proposed Implementation Plan; and NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of South San Francisco that the Implementation Plan included in the Report to Council as Appendix H, a copy of which is on file with the City Clerk, is hereby accepted and adopted as the Implementation Plan to be used by the Agency for fiscal years 2004/05 through 2008/09. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Redevelopment Agency of the City of South San Francisco at a meeting held on the __ day of ,2005 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: Clerk S:\Current Reso's\4-27-05five.year.implementation.plan.res. DOC Redevelopment Agency Staff Rep o rt se. AGENDA ITEM 4A DATE: TO: FROM: SUBJECT: May 25, 2005 Redevelopment Agency Board Marty Van Duyn, Assistant Executive Director PUBLIC HEARING ON THE DISPOSITION OF 440 COMMERCIAL AVENUE RECOMMENDATION It is recommended that the Redevelopment Agency Board hold a public hearing on the disposition of 440 Commercial Avenue and approve a resolution authorizing transfer of the property to Peninsula Habitat for Humanity. BACKGROUND/DISCU S SION In December of 2001 the Redevelopment Agency acquired the property at 440 Commercial Avenue to develop affordable housing. In purchasing the site, the Agency's intent was to advance the production of new residential units affordable to low- and moderate-income working families and meet the Association of Bay Area Governments (ABAG), the California State Department of Housing and Community Development (HCD) affordable housing allocation requirements. In 2002, the Agency and Peninsula Habitat for Humanity agreed to develop a for-sale housing project affordable to very low-income working families. Section 33433 of the California Community Redevelopment Law (Health and Safety Code Section 33000, et seq.) requires a redevelopment agency, prior to selling any real property acquired with tax increment monies to prepare a report summarizing the sale and hold a public hearing on the disposition of the property. The attached Summary Report describes and specifies: 1) the cost of the agreement to the agency; 2) the estimated value of the interest to be conveyed determined at the highest and best uses permitted under the redevelopment plan; 3) the estimated value of the interest to be conveyed determined at its highest and best use consistent with the redevelopment plan and the purchase price, an explanation of the reasons for the difference; and 4) an explanation of why the sale of the property will assist in the elimination of blight or the provision of affordable housing to low-and moderate-income families. CONCLUSION It is recommended the Redevelopment Agency Board approve a resolution authorizing the transfer of 440 Commercial Avenue to Peninsula Habitat for Humanity and finding a) the sale of the property assists in the provision of affordable housing to low- and moderate-income families Staff Report Subject: Page 2 DDA for 440 Commercial Avenue and is consistent with the Agency's implementation plan adopted pursuant to Health and Safety Section 33490; and b) pursuant to Health and Safety Code Section 33433 "the consideration is not less than the fair reuse value at the use and with the covenants and conditions and development costs authorized by the sale." Assistant Executive"}~ector Approved:f~,,). ',~ ('. *~ B~r~ 1Vfl Nag.el~-'~" Executive Director Attachments: Resolution Report to the City of South San Francisco Redevelopment Agency on the Sale of Real Property Pursuant to a Disposition and Development Agreement RESOLUTION NO. REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO STATE OF CALIFORNIA A RESOLUTION AUTH()RIZING THE TRANSFER OF THE PROPERTY OF 440 COMMERCIAL AVENUE TO PENINSULA HABITAT FOR HUMANITY WHEREAS, it is recommended that the Redevelopment Agency Board authorize the transfer of 440 Commercial Avenue to Peninsula Habitat for Humanity. NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of South San Francisco that the Agency hereby holds a public hearing on disposition of 440 Commercial Avenue and authorizes the transfer of the property to Peninsula Habitat for Humanity. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Redevelopment Agency of the City of South San Francisco at a meeting held on the __ day of ., 2005 by the following vote: NOES: ABSTAIN: ABSENT: ATTEST: Clerk S:\Current Reso's~5-25-05public.hea ring.440commerical.res. DOC REPORT OF THE CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY ON THE SALE OF REAL PROPERTY PURSUANT TO A DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE AGENCY AND PENINSULA HABITAT FOR HUMANITY, INC. This report has been prepared pursuant to Section 33433 of the California Community Redevelopment Law (Health and Safety Code Section 33000, et seq.) which requires a redevelopment agency, prior to selling any real property acquired in whole or in part, directly or indirectly, with tax increment monies, to prepare a report which includes a copy of the proposed sale and a summary which describes and specifies: 1) the cost of the agreement to the agency; 2) the estimated value of the interest to be conveyed determined at the highest and best uses permitted under the redevelopment plan; 3) the estimated value of the interest to be conveyed determined at its highest and best use consistent with the redevelopment plan and the purchase price, an explanation of the reasons for the difference; and 4) an explanation of why the sale of the property will assist in the elimination of blight, with reference to all supporting facts and materials relied upon in making this explanation. I. Summary of the Transaction The proposed Disposition and Development Agreement (the "DDA") between the City of Somh San Francisco Redevelopment Agency (the "Agency") and Peninsula Habitat for Humanity, Inc. (the Developer") sets forth the agreements of the parties as to certain obligations of the parties, by providing for the disposition and development of the parcel (.the "Site") located at 440 Commercial Avenue, South San Francisco, CA (APN 012- 322-600). The DDA will implement certain terms between the Agency and the Developer relating to the development of four (4) single-family dwelling units (Units(s) on the Site (the "Project")) for very low- and/or low-income families. Initially, the Developer will select four families as "sweat-equity participants" who shall participate with the Developer in constructing the Units on the Site. Such families shall be very low-income, earning no more than 50% of the annual median income for San Mateo County. The Agency will require the Developer to record covenants against he Units to ensure they shall remain owner-occupied and affordable to families of very low-income for a fifty-five (55) year period. The Site is presently owned by the Agency. Under the terms of the DDA, the Agency shall convey the Site by Gram Deed to the Developer. Subsequently, the Developer shall convey each parcel to a sweat-equity participant. Each new owner shall be required to occupy the home and sign an agreement which restricts the owner's ability to sell the property at market rates. Under the terms of the DDA, the Developer will develop the Project subject to and in compliance with the Conditions of Approval adopted on August 11, 2004. The Developer will pay all costs for constructing all improvements on the Site except for as provided below. II. Financial Summary A. Cost qf the DDA to the Agency The Agency has incurred or will incur the following costs relating to the DDA: 1. Land Acquisition Costs. The Agency acquired the Site for $415,000. In addition, the Agency incurred administrative and staff costs associated with the purchase of the Site and the related monitoring and obligations of ownership. 2. Land and Dispositions Costs. The Agency will sell the Site to the Developer pursuant to the DDA for a price One Dollar ($1) (the "Purchase Price"). In addition, the Agency will pay the premium for an ALTA title insurance policy and all other costs of escrow. 3. Financial Assistance. The Agency will provide the Developer with $33,780 forgivable loan ("Agency Loan") to develop the Site and a trust deed shall be recorded as a lien against the Site. When the Developer has sold all four Units, the Agency will issue a reconveyance to release the debt and the lean against the Site. 4. Administrative and Staff Costs. The Agency has incurred or will incur administrative cost associated with the DDA including staff time and legal costs for negotiation and preparation of the DDA and other related documents. The Agency will also incur ongoing staff costs related to the monitoring of the obligations of the parties under the DDA during the development process. B. Estimated Falue of the Site It is estimated that the current value of the site is approximately $505,000. In December 2001, the Agency purchased the Site with Low-Mod Housing funds. The Agency's intent was to develop new residential units affordable to low- and moderate-income families. In 2002, Peninsula Habitat for Humanity proposed to develop an ownership project affordable to very Iow-income families. By partnering with Peninsula Habitat for Humanity, the Agency will be able to meet its goal and obligation to develop housing affordable to low-income families. III. Explanation of why the sale of the site will assist the elimination of blight The Redevelopment Plans set out goals and objectives, including specific activities to be undertaken by the Agency in furtherance of these goals, for the City's four Redevelopment Project Areas: Downtown/Central, E1 Camino Corridor, Gateway, and Shearwater. These goals and objectives are also reflected in the Agency's five-year Implementation Plan and include, among others: · To Encourage the development of affordable housing 2 · To support the development of affordable housing both inside and outside the Project Ares · To provide technical, financial and other redevelopment assistance to nonprofit developers to stimulate the development of affordable housing. · To provide funds to subsidize the purchase of new housing by qualified low- income buyers. The DDA will further the goals and objectives of the Agency and further implement the conditions for development of owner-occupied affordable housing. Redevelopment Agency Staff Rep o rt se. AGENDA ITEM 4B DATE: TO: FROM: SUBJECT: May 25, 2005 Redevelopment Agency Board Marty Van Duyn, Assistant Executive Director DISPOSITION AND DEVELOPMENT AGREEMENT FOR 440 COMMERCIAL AVENUE RECOMMENDATION It is recommended that the Redevelopment Agency Board: 1) approve by Resolution a Disposition and Development Agreement (DDA) between the City of South San Francisco Redevelopment Agency and Peninsula Habitat for Humanity to transfer 440 Commercial Avenue to Habitat for Humanity for the construction of four affordable housing units; 2) approve a forgivable construction loan of $33,780 to Peninsula Habitat for Humanity; and 3) authorize the Executive Director to execute the agreements to carry out this project. BACKGROUND/DISCUSSION In December of 2001 the Redevelopment Agency acquired the property at 440 Commercial Avenue to develop affordable housing. In purchasing the site, the Agency's intent was to advance the production of new residential units affordable to low- and moderate-income working families and meet the Association of Bay Area Governments (ABAG) and the California State Department of Housing and Community Development (HCD) affordable housing allocation requirements. In 2002, a representative of Habitat for Humanity proposed a joint venture to develop a for-sale housing project affordable to very low-income working families. While the Zoning Ordinance permitted a four-unit apartment project on the site subject only to a Design Review approval, the City and Habitat for Humanity had to apply for a Planned Unit Development (PUD) pennit from the Planning Commission. The Planning Commission approved the PUD on June 17, 2004 and the City Council upheld the decision on August 11, 2004. The Project The approved project consists of four affordable single family detached homes on a 50 ft. by 140 ft. rectangular parcel. All four of the units will be sold to families with annual incomes below 50% of median income and will be subject to 55-year affordability restrictions. The site is zoned R-3-L, Multi-family Residential Zone District. With the approval of the PUD exceptions, the project meets or exceeds all of the standards of the zone district. Each home will be 1,356 sq. ft., with three bedrooms, two baths, and a two-car tandem garage. The first floor will contain the main entry, the garage and a trash storage area. The second floor will contain the kitchen, dining room, living room, bath and two bedrooms. The third floor will Staff Report Subject: Page 2 DDA for 440 Commercial Avenue contain a master bedroom and an open office nook/study. Exterior building materials will consist of horizontal lap siding along the lower half of the building and vertical siding along the upper half, with a composition shingle roof. Decorative elements including a trellis above the garage door and shutters are also proposed to add color and interest. At past meetings, the Design Review Board, Planning Commission and City Council have all reviewed and approved the project design. Disposition and Development Agreement The attached Disposition and Development Agreement (DDA) sets forth the conditions under which the City will transfer ownership of 440 Commercial Avenue to Peninsula Habitat for Humanity for the purpose of developing four affordable units as approved by the PUD permit. The key points of the DDA are: The Agency will restrict forty-nine percent of the residential units, the maximum amount permissible by State law, as Below Market Rate (BMR) units. However, Habitat for Humanity will designate all four units as Below Market Rate units. All BMR units shall be made available for sale to South San Francisco residents earning below 50 percent of unadjusted area median-income. Resale restrictions for Below Market Rate Units shall be recorded upon the sale of the units. The Below Market Rate Units shall remain restricted and affordable to the designated income group(s) for a term of fifty-five (55) years. The term shall begin the date each Below Market Rate Unit is sold and shall apply to all subsequent buyers. Peninsula Habitat for Humanity and subsequent buyers shall provide City, or its assigned, a right of first refusal to purchase the Units if any of the individual units are offered for sale at any point during the fifty-five (55) year affordability period. The City's right of first refusal will be subordinate to Peninsula Habitat for Humanity's right of first refusal. The project will abide by the items noted in the PUD's Conditions of Approval. The Conditions of Approval address the construction concerns raised by the project's neighbors. FUNDING Under the proposed development agreement, the Redevelopment Agency will transfer the project property to Peninsula Habitat for Humanity for one dollar ($1). This transfer is consistent with the Redevelopment Agency's original intent to develop affordable housing on the project property. It is generally understood that land subsidies are one of the key elements in successfully developing affordable housing. Staff Report Subject: Page 3 DDA for 440 Commercial Avenue In addition to the land subsidy, the Redevelopment Agency will provide a forgivable construction loan of $33,780 to Peninsula Habitat for Humanity. Peninsula Habitat for Humanity will leverage the City's land subsidy and construction loan with a $250,000 loan from the San Mateo County HOME Consortium, state and federal grants totaling $68,000, Habitat for Humanity's separately obtained construction financing, very low-interest mortgage loans to the low-income buyers, and the sweat equity of the future owners involved in the construction of their homes. CONCLUSION It is recommended that the Redevelopment Agency Board approve the Disposition and Development Agreement, transfer of the property to Peninsula Habitat for Humanity, and approve the construction loan. Approval of these measures and authorizing the Executive Director to execute the agreements will make it possible to create four new affordable for-sale units for South San Francisco residents. These units will count toward the City's obligation to provide housing for all segments of the population. In the next few months Peninsula Habitat for Humanity will begin the process of identifying and selecting the owners for the four units. This will include wide advertising so that every resident in South San Francisco that is interested in these homes will have an opportunity to apply to the project. More than 100 residents have already submitted their names to Peninsula Habitat for Humanity to be placed on the interest list. Many are renters living near the project site. To qualify residents must have stable jobs and demonstrate they have the capacity to make mortgage payments and maintain the units according to the conditions in the DDA. It is likely that the residents applying will be South San Francisco residents working as teachers, airport workers, food industry workers, and non-profit agency employees. By: ~r Approvea: /cz,z~ ,/- -''Barry M. Na~'~el '-~ Executive D~rector Attachments: Resolution Disposition and Development Agreement RESOLUTION NO. REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO STATE OF CALIFORNIA A RESOI,UTION APPROVING A DISPOSITION AND DEVELOPMENT AGREEMENT (DDA) BETWEEN THE CITY OF SOUTH SAN FRANCISCO REDEVEI,OPMENT AGENCY AND PENINSULA HABITAT FOR HUMANITY TO TRANSFER 440 COMMERCIAl, AVENUE TO HABITAT FOR HI 5MANITY FOR THE CONSTR[ JCTION OF FOUR AFFORDABLE H()USING UNITS AND APPROVING A FORGIVABLE CONSTRIICTION LOAN OF $33,780 TO PENINS[ ILA HABITAT FOR HISMANITY WHEREAS, it is recommend that the Redevelopment Agency Board approve the Disposition and Development Agreement, transfer the property to Peninsula Habitat for Humanity, and approve a forgivable construction loan in the amount of $33,780; and WHEREAS, under the proposed development agreement, the Redevelopment Agency will transfer the project property to Peninsula Habitat for Humanity for one dollar ($1); and V~rI4Ft~F A~, th~ C'itv Calmt~il, netlncr nnrmmnt tn 14eMth nnct ,q~Fety Cnde aecticm 33433(c) (1) has authorized the Redevelopement Agency to sell the property located at 440 Commercial Avenue NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of South San Francisco that the Agency hereby approves a Disposition and Development Agreement (DDA) between the City of South San Francisco Redevelopment Agency and Peninsula Habitat for Humanity to transfer 440 Commercial Avenue to Habitat for Humanity for the construction of four affordable housing units and approves a forgivable construction loan in the amount of $33,780. BE IT FURTHER RESOLVED that the Agency authorizes the Executive Director to execute the Agreement and all related documents on behalf of the Redevelopment Agency, subject to approval as to form by the Agency Counsel. BE IT FURTHER RESOLVED that this resolution shall be effective upon approval of this resolution and the City Council resolution authorizing the Redevelopment Agency to sell the property at 440 Commercial Avenue to Penisula Habitat for Humanity. 757577-1 I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Redevelopment Agency of the City of South San Francisco at a meeting held on the __ day of ,2005 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: Clerk 757577-1 DISPOSITION AND DEVELOPMENT AGREEMENT PENINSULA HABITAT FOR HUMANITY DRAFT 5/20/05 1:10 PM THIS DISPOSITION AND DEVELOPMENT AGREEMENT is made and entered into as of the day of ,2005, by and between the REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO (the "Agency"), and The PENINSULA HABITAT FOR HUMANITY, INC., a California non-profit public benefit corporation (the "Developer"). The Agency and the Developer agree as follows: RECITALS: WHEREAS, the purpose of this Disposition and Development Agreement between the Agency and The Developer (the "Agreement") is to effectuate the Agency's Califomia Redevelopment Law (CRL) obligations related to the provision of affordable housing providing for the disposition and redevelopment of certain Agency owned real property located on 4 lots at.440 Commercial Avenue, South San Francisco, CA, Assessor's Parcel Number 012-322-600 ("Property") and more particularly described the legal description, Exhibit "A" attached hereto and incorporated herein by this reference; and WHEREAS the Developer wishes Agency's assistance to acquire the property to develop four homes thereon for Iow and very Iow-income persons and households who shall participate as sweat-equity participants (as defined below) with Developer. WHEREAS, pursuant to Community Redevelopment Law ("CRL"), the Agency wishes to enter into this Agreement to provide the Property to Developer to assist in the development of the Project in furtherance of the goals and objectives of the Agency's CRL obligation related to the provision of affordable housing. NOW, THEREFORE, the Parties agree as follows: SUBJECT OF AGREEMENT A. ({}100) Purpose of the Agreement The purpose of this Agreement is to effectuate the Agency's CRL obligation related to the provision of affordable housing by providing for the development of four (4) single family dwelling units On the Property that will be sold to very Iow- and Iow-income persons and households (The "Project"). The development of the project on the Site pursuant to this Agreement, and the fulfillment generally of the Agreement, are in the vital and best interests of the City of South San Francisco, California ("City") and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable federal, state, and local laws and requirements. Implementation of this Agreement will further the goals and objectives of the Agency's obligation to provide housing for Persons and households of very Iow and Iow income.pursuant to CRL. . B. (§101) Housin.q Fund Requirements This Agreement is subject to and pursuant to the. provisions CRL that requires the Agency to set aside in a separate Low and Moderate Income Housing Fund (the Housing Fund) at least twenty percent (20%) of all 757564-1 DRAFT 5/20/05 12:57 PM tax increment revenue generate from its project areas. Funds must be used for the purpose of increasing, improving and preserving the community's supply of affordable housing. Such housing must be available at affordable housing cost and occupied by households of very Iow- and Iow-income. C. ((§ 102) Reserved D. (§103) The Site The Site is that area shown on the Site Map attached to this Agreement as Exhibit "B" and incorporated herein by reference and as more particularly described in the Legal Description of the Property. E. Parties to the Agreement 1. (§200) The A.qency The Agency is a public body, corporate, and politic, exercising governmental functions, powers, and organized and existing under the CRL. The office of the Agency is located at 400 Grand Avenue, South San Francisco, Califomia 94080. Wherever the term "Agency" is used herein, such term shall include any assignee of or successor to its rights, powers and responsibilities. 2. (§201) The Developer The Developer is The Peninsula Habitat for Humanity, Inc., a California non-profit public benefit corporation. The principal office of the Developer is located at 690 Broadway Street, Redwood City, California 94063. Wherever the term "Developer" is used herein, such term shall include any permitted nominee, assignee, or successor in interest as herein provided. This Agreement contemplates that Developer will join with a qualified very Iow to Iow- income homebuyer as defined by Section 33334.2 of the Health and Safety Code who shall agree to participate with the Developer in constructing certain improvements to the Site and who has completed a required number of hours, determined by Developer in its sole discretion, constituting sufficient sweat-equity. The initial sweat- equity participant may not have an income exceeding fifty percent (50%) of the area's median income level as defined in Health and Safety Code Section 50025.5. The qualifications and identity of the Developer are of particular concern to the Agency, and it is because of these qualifications and identity that the Agency has entered into this Agreement With the Developer. No Voluntary or involuntary nominee, assignee or successor in interest of the Developer shall acquire any rights or powers under this Agreement except as expressly set forth herein. The Developer shall not assign all or any part of this Agreement without the prior written approval of the Agency. II. DISPOSITION OF THE PROPERTY A. (§202) Agency' Disposition of the Property Subject to the conditions, provisions and terms of this Agreement, and in accordance with this Section 757564-1 ?.2 DRAFT 5/20/05 12:57 PM 202, Agency agrees to convey the Site to Developer by Grant Deed substantially in the form appended hereto as Exhibit "C', no later that as Shown on the Schedule of PerformanCe, attached hereto as Exhibit "D" and incorporated herein by this reference. B. ({}203) Escrow The Agency and the Developer agree to open an escrow for the Site with (the "Escrow Agent"), or such other escrow agent as may be acceptable to both the Agency and the Developer as provided in the Schedule of Performance. This Agreement constitutes the joint escrow instructions of the Agency and the Developer, and a duplicate odginal of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. The Agency and the Developer shall provide such additional escrow instructions consistent with this Agreement as shall be necessary. The Escrow Agent hereby is empowered to act under such writing, deliver to the Agency and to the Developer all closing documents within five (5) days after opening of the escrow, the Escrow Agent shall carry out its duties as Escrow Agent hereunder. The Agency shall pay in escrow to the Escrow Agent the following fees, charges and costs promptly after the Escrow Agent has notified the Agency of the amount of such fees, charges and costs, but not earlier than ten (10) days prior to the scheduled date for the close of escrow: (1) All escrow fees, recording fees, and notary fees; (2) (3) (4) The cost of the premium for the title insurance policy to be delivered to the Agency; Any State of California, San Uateo, or City documentary stamps or transfer tax; Cost of drawing the Grant Deed; '(5) Ad valorem taxes and assessments, if any, upon the Property pdor to the conveyance of title. The Agency shall timely and properly execute, acknowledge and deliver the Grant Deed to the Property in substantially the form in Exhibit C, conveying to the Developer title in accordance with the requirements of this Agreement, together with an estoppel certificate certifying that the Developer has completed all acts necessary to entitle the Developer to such conveyance, if such be the fact. The Escrow Agent is authorized to: (1) Pay, and charge the Agency, for any fees, charges and costs payable under this Agreement. Before such payments are made, the Escrow Agent shall notify the Agency and the Developer of the fees, charges and costs necessary to clear title and close the escrow. (2) Deliver the Grant Deed and other documents to the parties entitled thereto when the conditions of this escrow have been fulfilled by the Agency and the Developer, including the requirement of Developer to submit Certificates of Insurance as provided in this Agreement. 757564-1 ?.3 DRAFT 5/20/05 12:57 PM (3) Record any instruments delivered through this escrow if necessary or proper to vest title in the Developer in accordance with the terms and provisions of the escrow instructions portion of this Agreement. If this escrow is not in condition to close on or before the time for conveyance established in the Schedule of Performance, _either party who then shall have fully performed, or is prepared to perform the acts to be performed before the conveyance of title may, in wdting, demand the return of papers, or documents from the Escrow Agent and this Agreement shall be terminated. Notwithstanding the foregoing, no demand for return shall be recognized until ten (10) days after the Escrow Agent shall have mailed copies of such demand to the other party or parties at the address of its principal place of business. Objections, if any, shall be raised by written notice to the Escrow Agent and to the other party within the ten (10) day period, in which event, the Escrow Agent is authorized to hold all money, papers and documents with respect to the Property until instructed by a mutual agreement of the parties or upon failure thereof, by a court of competent jurisdiction. If no such demands are made, the escrow shall be closed as soon as possible. Any amendment to the escrow instructions shall be in writing and signed by both the Agency and the Developer. At the time of any amendment, the Escrow Agent shall agree to carry out its duties as Escrow Agent under such amendment. All communications from the Escrow Agent to the Agency or the Developer shall be directed to the addresses and in the manner established in this Agreement for notices, demands and communications between the Agency and the Developer. The liability of the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Sections to Sections , inclusive, of this Agreement. D. (§204) Conveyance of Title and Delivery of Possession Subject to any mutually agreed upon extension of time, conveyance to Developer, of title to the Property shall be completed on or prior to the date specified in the Schedule of Performance. Agency and the Developer agree to perform all acts necessary to effectuate conveyance in accordance with this Agreement. E. (§205) Forms of Instruments The Agency shall convey title to the Property to Developer in the condition and subject to the terms, restrictions, covenants and conditions provided in this Agreement by Grant Deed to Developer. The Grant Deed shall be substantially in the form set forth as Exhibit "C." F. (§206) Condition of Title The Agency shall convey to Developer fee simple title to the Property free and clear of all recording encumbrances, assessments, liens, leases, subleases, sub-subleases in any tier, possessory rights, franchises, licenses and taxes, except as are set forth in this Agreement and included in the Grant Deed, and those which are otherwise consistent with the development of the 757564-1 DRAFT 5/20/0512:57 PM Property. Title to the Property shall be subject to the use restrictions set forth herein, and to Agency's right, under certain circumstances, to terminate and to revest in the Agency the Property granted hereunder, as provided in Section ~ of this Agreement. ({}207) Time for and Place for Delivery of Grant Deed Subject to any mutually agreed upon extension of time, Agency shall deposit the duly executed and notarized Grant Deed for the Site with the Escrow Agent on or before the date established for conveyance of title in the Schedule of Performance. H. ({}208) Recordation Upon delivery of the Grant Deed to the Site to Escrow Agent, the Escrow Agent shall file the Grant Deed for recordation among the land records in the office of the County Recorder for San Mateo County. I. (§209) Title Insurance Concurrently with recordation of the Grant Deed, a title insurance company satisfactory to the parties {the "Title Company") shall provide and deliver to Developer a title insurance policy issued by the Title Company, insuring that marketable fee title to the Site is vested in Developer in the condition required by Section 206 of this Agreement. The Title Company shall provide Developer with a copy of the title insurance policy. Agency shall pay for the title insurance attributable to a C.T.L.A. standard title insurance premium or for any extended or special coverage. J. ({}210) Taxes and Assessments Ad valorem taxes and assessments, if any, on the Property and taxes upon this Agreement or any rights hereunder levied, assessed, or imposed as to any period prior to conveyance of title shall be borne by the Agency. All ad valorem taxes and assessments levied or imposed on the Property as to any pedod after the transfer of title to Developer shall be paid by Developer. K. ({}211) Possession of the Site Title to the Site shall be conveyed free and clear of any possession and any dght of possession except that of Developer or as otherwise agreed to by Developer. L. ({}212) Condition of the Site Except as may be otherwise specifically provided in this Agreement, the Property shall be conveyed in an "as is" condition with no warranty or liability, express or implied on the part of the Agency as to the condition of the soil, its geology or the presence of known or unknown geological faults or defects. It shall be the sole responsibility of Developer at Developer's expense, to investigate and 757564-1 ?.5 DRAFT 5/20/05 12:57 PM determine the soil and seismic condition of the prOperty and its suitability for the development to be constructed therein. If the soil conditions are not in all respects entirely suitable for the use or uses to which the Site will be put, then, subject to Section 400, it is the sole responsibility and obligation of Developer to take such action as may be necessary to place the soil conditions of the PrOperty in all respects in a condition entirely suitable for the development thereof. The Agency makes no warranty, whatsoever, as to the condition of the PrOperty and the existence or non-existence of any hazardous waste or toxic substances condition. After close of escrOw, the Developer hereby releases, holds harmless and indemnifies the Agency and the City from and against all costs, liability, loss, damage and expenses adsing out of or in any way connected with, including but not limited to any hazardous waste or toxic substances condition found on the PrOperty, whether such condition, liability, loss damage, cost and/or expense shall accrue before or after termination of this Agreement M. (§213) Purchase Price The Agency shall sell the PrOperty to Developer for the sum of one dollar ($1). III. (§300) DEVELOPMENT OF THE SITE A. (§301) Development of the Site by the Developer 1. Scope of Development The Developer shall construct four (4) single-family houses on the Site with parking, landscaping and all related improvements in accordance with the Agreement and City requirements, including design review as provided in the Scope of Development attached hereto as Exhibit "E". 2. Construction Plans, Drawings and Related Documents The Developer shall prepare and submit construction plans, design review drawings and related documents to the Agency for architectural review and wdtten apprOval as and at the times established in the Schedule of Performance, attached hereto and incorporated herein as Exhibit "D." The construction plans, design review drawings and related documents shall be submitted in the form of final working drawings. Final drawings and plans are hereby defined as those in sufficient detail to obtain a building permit. Approval of progressively more detailed drawings and specifications will be promptly granted by the Agency if they are not in conflict with drawings or specifications theretofore approved. Any items so submitted and approved in wdting by the Agency shall not be subject to subsequent disapproval. The Developer shall also prepare and submit to the Agency for its approval final landscaping plans for the Site. Such final landscaping plans shall be prepared and submitted within the times established in the Schedule of Performance; subject to extensions as are authorized herein or as mutually agreed to by the parties hereto. During the preparation of all drawings and plans, the Agency and the Developer shall hold regular progress meetings to coordinate the preparation of, submission to, and review of construction plans and related documents by the Agency. The Agency and the Developer shall communicate and consult informally as 757564-1 ?.6 DRAFT 5/20/05 12:57 PM frequently as is necessary to insure that, the formal submittal of any documents to the Agency can receive prompt and speedy consideration. If any revisions or corrections of plans approved by the Agency shall be required by any government official, agency, department or bureau having jurisdiction, or any lending institution involved in financing, the Developer and the Agency shall cooperate in efforts to obtain waiver of such requirements or to develop a mutua~l!y acceptable alternative. 3. Reserved 4. Cost of Construction The cost of developing the Site and constructing all improvements thereon shall be borne by the Developer. 5. Schedule of Performance The Developer shall begin and complete all construction and development within the times specified in the Schedule of Performance or such reasonable extension of said dates as may be granted by the Agency. The Schedule of Performance is subject to revision from time-to-time as mutually agreed upon in writing between the Developer and the Agency. 6. Bodily Iniury, Property Damage and Workers' Compensation Insurance The Developer shall furnish or cause to be furnished to the Agency duplicate originals or appropriate certificates of bodily injury and property damage insurance policies in the amount of at least Three Million Dollars ($3,000,000) for any person, Three Million Dollars ($3,000,000) for any occurrence and three Million Dollars ($3,000,000) for property damage naming the Agency and the City, and their respective officers, officials, employees, agents and assigns as co-insureds. The Developer shall also furnish, or cause to be furnished, to the Agency evidence satisfactory to the Agency that any contractor with whom it has contracted for the performance of work on the Site carries: workers' compensation insurance as required by law and builder's aIMsk insurance in an amount and written on a completed value basis, naming as additional insureds the Developer, the Agency and the City. In addition, the builder's all-risk insurance shall contain an acknowledgment by the insurance company that its rights of subrogation have been waived with respect to all of the insureds named in the policy and an endorsement stating that "permission is granted to complete and occupy." The obligations set forth in this Section shall remain in effect only until a Final Certificate of Completion, as defined below, has been furnished'for the Site. 7. City and Other Governmental Agency Permits Before commencement of construction or development of any buildings, structures or other work of improvement upon the Site, the Developer shall, at its own expense, secure or cause to be secured any and all permits which may be required by the City or any other governmental agency affected by such construction, development or work. The Agency shall provide all proper assistance to the Developer in securing these permits. 8. Rights of Access 757564-1 DRAFT 5/20/05 12:57 PM For the purpose of assuring compliance with this Agreement, representatives of the Agency and the City shall have reasonable right of access to the Site without charges or fees at normal construction hours dudng the period of construction for the purposes of this Agreement, including, but not limited to, the inspection of the work being performed in constructing the improvements for the Project. Such representatives of the Agency or the City shall be those who are so identified in wdting by the Executive Director of the Agency. 9. Local, State and Feder~i Laws The Developer shall carry out the development and construction of the Project and related improvements in conformity with all applicable laws, including all applicable federal and state labor standardS. 10. Anti-discrimination Durinq Construction The Developer, for itself and its successors and assigns, agrees that in the development and construction of the Project as provided for in this Agreement, the Developer will not discriminate against any employee or applicant for employment because of race, color, creed, religion, sex; marital status, ancestry or national origin. (§302) .Taxes, Assessment, Encumbrances and Liens The Developer shall pay when due all real estate taxes and assessments assessed and levied on the - Site. The Developer shall not place or allow to be placed on the Site any mortgage, trust deed, encumbrance or lien unauthorized by this Agreement. The Developer shall remove or cause to be removed any levy or attachment made on the Site, or assure the satisfaction thereof, within a reasonable time, but in any event pdor to a sale thereunder. Nothing herein contained shall be deemed to prohibit the Developer from contesting the validity or amounts of any tax, assessment, encumbrance or lien, nor to limit the remedies available to the Developer in respect thereto. The Developer understands that under certain conditions its control of the Site or portion thereof under this Agreement may give rise to the imposition of a possessory interest tax on said property and, in such event, Developer agrees to pay when due any such possessory interest tax. (§303) Prohibition Against Transfer of Site, the Buildings or Structures and Assiqnment of Agreement Prior to the recordation by the Agency of a Certificate of Completion, as defined below, for each house completed on the Site, the Developer shall not, except as permitted by this Agreement, sell, transfer, convey, assign or lease the whole or any part of the Site or the buildings or structures thereon without the prior approval of the Agency. This prohibition shall not apply subsequent to the recordation of the Certificate of Completion, as defined below, with respect to the improvements upon a specific parcel within the Site for which a Certificate of Completion, as defined below, has been issued. This prohibition shall not be deemed to prevent the granting of easements or permits to facilitate the development of the Site within the Project. In the absence of a specific written agreement by the Agency, no such transfer, assignment or approval by the Agency shall be deemed to 'relieve the Developer or any other party from any obligations under this Agreement until completion of development as evidenced by a Certificate of Completion. 757564-1 P. 8 DRAFT 5/20/05 12:57 PM D. ({}304) Certificates of Completion 1. .Upon Particular Parcels Promptly after completion of all construction and development to be Completed by the Developer upon any one of the four (4) parcels to be developed on the Site, the Agency shall furnish the Developer with a Certificate of Completion, for completion of construction of a parcel in the form attached hereto as Exhibit "F," and incorporated herein upon written request therefore by the Developer. Such Certificate of Completion shall be in such form as to permit it to be recorded in the Office of the Recorder of San Mateo County. A Certificate of completion shall be, and shall so state that it is, conclusive determination of satisfactory completion of the development and construction required by this Agreement upon that particular parcel within the Site. After issuance of such Certificate of Completion, any party then owning or thereafter purchasing, leasing, or otherwise acquiring any interest in that particular parcel within the Site covered by said Certificate of Completion shall not (because of such ownership, purchase, lease or acquisition) incur any obligation or liability under this Agreement, except that such party shall be bound by any covenants contained in the deed, lease, mortgage, deed of trust, contract or other instrument of transfer including this Agreement and the Resale Restriction and Right of Second Refusal Agreement containing covenants affecting the use and maintenance of real property attached hereto. Issuance of a Certificate of Completion on a particular parcel shall not be deemed to relieve the Developer from the obligation to complete development upon the entire Site or from any obligations under this Agreement or related documents. 2. Release of Construction Covenants .,Promptly after completion of construction and development of all parcels and improvements to be completed by the Developer upon the Site, the Agency shall furnish the Developer with a Release of Construction Covenants in the form attached hereto as Exhibit "G" and incorporated herein, upon written request thereof by the Developer. Such Final Certificate of Completion shall be in such form as to permit it to be recorded in the Office of the Recorder of San Mateo County. A Release of Construction Covenant shall be, and shall so state that it is, conclusive determination of satisfactory completion of the construction required by this Agreement upon the Site and of full compliance with the terms hereof and shall be deemed a Certificate of Completion for each particular parcel within the Site for which a Certificate of Completion has not been previously issued. After issuance of such Release of Construction Covenants, any party then owning or thereafter purchasing, leasing or otherwise acquiring any interest in the Site covered by said Release of Construction Covenants shall not (because of such ownership, purchase, lease or acquisition) incur any obligation or liability under this Agreement, except that such party shall be bound by any covenants contained in the deed, lease, mortgage, deed of trust, contract or other instrument of transfer in accordance with the provisions of Section 304 of this Agreement. Issuance of a Release of Construction Covenants on the Site shall not be deemed to relieve the Developer from any obligations under the continuing covenants of this Agreement. 3. Approval The Agency shall not unreasonably withhold any Certificate of Completion for a parcel, or Release of Construction Covenants for the development of all four (4) parcels. If the Agency refuses or fails to furnish a 757564-1 DRAFT 5/20/05 12:57 PM Certificate of Completion for a particular parcel or a Release of Construction Covenants for all four (4) parcels on the Site after written request from the Developer, the Agency shall, within thirty (30) days of the wdtten request, provide the Developer with a written statement of the reasons the Agency refused or failed to furnish a Certificate of Completion or Release of Construction Covenants. The statement shall also contain the Agency's opinion of the action the Developer must take to obtain a Certificate of Completion or Release of Construction Covenants. If the reason for such refusal is confined to the immediate avaiJabJJJty of specific items or materials for landscaping, the Agency will issue its Certificate of Completion or Release of Construction Covenants upon the posting of a bond by the Developer with the Agency in an amount representing a fair value of the work not yet completed. If the Agency shall have failed to provide such written statement within said thirty (30) day period, the Developer shall be deemed entitled to the Certificate of Completion or ReleaSe of Construction Covenants, as the case may be. Such Certificate of Completion or Release of Construction Covenants shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage or any insurer of a mortgage securing money loaned to finance the improvements or any part thereof. Such Certificate of Completion or Release of Construction Covenants is not notice of completion as referred to in the California Civil Code Section 3093, IV. (§400) USE OF THE SITE A. ({}401) ..Uses The Developer covenants and agrees for itself, its successors, its assigns and every successor in interest that during construction and thereafter, the Developer, its successors and assignees shall devote the Site to the development of single-family residential use as specified in this Agreement and the Resale Restriction and Right of Second Refusal Agreement for the periods of time specified therein. The foregoing covenant shall run with the land. Nothwithstanding the prior sentence, the Developer shall have no further obligations hereunder once it has conveyed the four units to successor owners, provided that if the Developer exercises its Rights of Refusal and thereafter resumes ownership of any or all of the units the Developer shall again for the duration of its ownership of the units be bounds by the obligations set forth herein. The housing units developed on the Site must be owned and occupied by Iow-income persons or households for at least fifty-five (55) years from the date of the execution of the Certificate of Completion. B, ({}402) Obliqation to Refrain from Discrimination The Developer covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, 'color, creed, religion, sex, marital status, ancestry or national odgin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall the Developer himself or any person claiming under or through him same as above establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, or vendees of the Site. The foregoing covenants shall run with the land. Nothwithstanding the prior sentence, the Developer shall have no further obligations hereunder once it has conveyed the four units to successor owners, provided that if the Developer exercises its Rights of Refusal and thereafter resumes ownership of any or all of the units the Developer shall again for the duration of its ownership of the units be bounds by the obligations set forth herein. C. ({}403) Form of Nondiscrimination and Nonse.qre.qat on Clausen 757564-1 P. IO DRAFT 5/20/05 12:57 PM The Developer shall refrain from restricting sale or lease of the Site on the basis of race, color, creed, religion, sex, marital status, ancestry or national odgin of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: In deeds: "The grantee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be nO discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, ancestry or national origin in the sale transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or vendees in the land herein conveyed. The foregoing covenants shall run with the land." In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, creed, religion, sex, marital status, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, occupancy, or vendees of the land." D. (§404) Maintenance of the Site As long as Developer owns the Site, Developer shall maintain the improvements on the Site and shall keep the Site free from any accumulation of debris or waste materials consistent with the City standards. Developer and successor owners shall also maintain any landscaping required to be planted under the Scope of Development in a healthy condition. Nothwithstanding the prior sentence, the Developer shall have no further obligations hereunder once it has conveyed the four units to successor owners, provided that if the Developer exerCises its Rights of Refusal and thereafter resumes ownership of any or all of the units the Developer shall again for the duration of its ownership of the units be bounds by the obligations set forth herein. E. (§405) Qualifications of Sweat-Equity 1. Sweat-Equity Participants The houses constructed on the Site are to be owner-occupied and shall be sold to First Time Homebuyers of very-low or Iow income as defined by the U.S. Department of Housing and Urban Development ("HUD"). "First Time Home Buyer" is defined as not owning a home three years pdor to qualification to purchase date. The Developer shall select all sweat-equity participants. Preference for sweat-equity participants shall be given to persons or families who live or work in the City. Sweat-equity participants shall be income qualified by Developer who may rely upon the documents provided by the prospective sweat-equity participants. The Developer shall determine in its sole and absolute discretion the required number of hours and cdteda, constituting sufficient "sweat equity." F. (§406) Marketing Plan The Developer shall provide the Agency with a marketing plan and selection process for qualified 757564-1 P. 11 DRAFT 5/20/05 12:57 PM sweat-equity participants no later than thirty (30) days after mutual execution of this Agreement by the Parties. The Marketing Plan shall include methodology to market the houses to persons or families who live or work in the City. The Agency has the sole and absolute discretion to approve the marketing plan. G. ({}407) Resale Requirements The Developer agrees that the houses constructed on the Site pursuant to this Agreement shall remain available at affordable housing costs to very Iow- and Iow qncome households for a fifty-five (55) year period, which shall commence upon Agency's issuance of a Certificate of Completion for a particular pamel on the Site. Resale restrictions for the single-family units shall be recorded upon close of escrow for said Units. The units shall remain restricted and affordable to very Iow- and Iow-income households for a term of fifty-five (55) years. The term shall begin the date each unit is sold and shall apply to all subsequent buyers. The Agency and the Developer agree that the Resale Restriction and Right of First Refusal Agreement detailing the terms of this Section (4) shall be recorded in the form attached hereto as E. xhibit I-I, which is incorporated herein by this reference. The covenants and restrictions set forth therein, shall run with the land and shall be enforceable against the original homeowner that purchases from the Developer and their successors in interest, by the Agency or any member of the community. The Agency shall have a Right of First Refusal within said fifty-five (55) year period which it may exercise within ninety (90) days after written notice, on the resale of the houses constructed on the Site granting to it the right to buy back a unit on the site at price affordable to very-low or Iow income homebuyers as defined in Health and Safety Code 33334.2 and 33334.3 as they presently exists or may be hereafter amended. Agency Right of First Refusal shall be subordinate to Developer's Right of First Refusal and shall only be triggered if Developer fails to exercise its Right of First Refusal within sixty (60) days of receiving notice of the intended sale of the affordable unit. H. ({}408) Effect and Duration of Covenants Except as otherwise provided, the covenants contained in this Agreement shall remain in effect until the termination of the 55 year affordability period(s). The covenants against discrimination shall remain in effect in perpetuity. The covenants established in this Agreement, shall, without regard to technical classification and designation, be binding for the benefit and in favor of the Agency, its successors and assigns, the City and any successor in interest to the Site or any part thereof, as set forth herein and in the Resale Restriction and Right of First Refusal Agreement. The Agency is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own rights and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. This Agreement and the covenants shall run in favor of the Agency without regard to whether the Agency has been, remains, or is an owner of any land or interest therein in the Site, any parcel or sub-parcel. The Agency shall have the right, if the Agreement and covenants are breached, to exercise all dghts and remedies and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants may be entitled. ({}409) Ri.ahts of Access - Public Improvements and Facilities 757564-1 P. 12 i DRAFT 5/20/05 12:57 PM The Agency, for itself and for the City and other public agencies, at their sole risk and expense, reserves the right to enter the Site or any part thereof at all reasonable times and with as little inter[erence as possible for the purposes of construction, reconstruction, maintenance, repair or service of any public improvements or public facilities located on the Site. Any such entry shall be made only after reasonable notice to the Developer, and the Agency shall indemnify and hold the Developer harmless from any claims or liabilities pertaining to any entry. Any damage or injury to the Site resulting from such entry shall be promptly repaired at the sole expense of the public agency responsible for the entry V. (§500) DEFAULTS, REMEDIES AND TERMINATION (§501) Defaults - General Subject to the extensions of time set forth in Section 301(6) of this Agreement, failure or delay by either party to perform any term or provision of this Agreement constitutes a default under this Agreement. The party who so fails or delays shall complete such cure, correction or remedy with reasonable diligence and dudng any period of curing shall not be in default. Any party shall give written notice of default to the party in default specifying the default complained of by the that party. Except as required to protect against further damages and except as otherwise expressly provided in Section 504 of this Agreement, party may not institute proceedings against the party in default until sixty 160) days after giving such notice. Failure or delay in giving such notice shall not constitute a waiver of default, nor shall it change the time of default. Except as otherwise expressly provided in this Agreement, any failure or delay by either party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies or deprive such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. B. (§502) Leqal Action 1. Institution of Le.qal Actions In addition to any other rights or remedies, either party may institute legal action to cure, correct or remedy any default, or recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the County of San Mateo, State of Califomia, or in the proper Federal District Court in California. 2. ,Applicable LaW The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 3. Acceptance of Service of Process In the event that any legal action is commenced by the Developer against the Agency, service of process on the Agency shall be made by personal service upon the Executive DireCtor of the Agency or in such other manner as may be provided by law. 757564-1 P. 13 DRAFT 5/20/05 12:57 PM In the event that any legal action is commenced by the Agency against the Developer, service of process on the Developer shall be made by personal service upon is the Executive Director of Peninsula Habitat for Humanity, or in such other manner as may be provided by law and shall be valid whether made within or without the State of California. ({}503) Rights and Remedies are Cumulative Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by any party of one or more of such rights or remedies shall not preclude the exercise by it, at the same time or different times, of any other dghts or remedies for the same default or any other default by the other party.. D. ({}504) .Damages If the Developer or the Agency defaults with regard to any of the provisions of this Agreement, the nondefaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured or commenced to be cured by the defaulting party within sixty (60) days after service of the notice of default, the defaulting party shall be liable to the other party for any damages caused by such default. E. ({}505) .Specific Performance If the Developer or the Agency defaults under any of the provisions of this Agreement, the non- defaulting party shall serve written notice of such default upon the defaulting party. If the default is not commenced to be cured by the defaulting party within sixty (60) days of service of the notice of default, the non- defaulting party, at its option, may institute an action for specific performance of the terms of this Agreement. F. ({}506) Option to Revest, Reenter and Repossess The Agency shall have the right at its option to revest, reenter and take possession of the Site or any undeveloped parcel(s) on the Site with all improvements thereon, if prior to the issuance of the Final Certificate of Completion the Developer: Fails to commence with the construction of the Project as required by this Agreement; or ii. Abandons or Substantially suspends construction of the Project for a period of sixty (60) days after written notice of such abandonment or suspension from the Agency; or iii. Transfers or suffers any involuntary transfer of the Site or any part thereof in violation of this Agreement. Such right to revest, reenter and repossess, to the extent provided in this Agreement, shall be subordinate and subject to and be limited by and shall not defeat, render invalid or limit any rights of individual sweat-equity participants where a Certificate of Completion has been issued on a parcel. To exemise its right to revest, reenter and take possession with reSpect to the Site, the Agency shall 757564-1 P. 14 DRAFT 5/20/05 12:57 PM pay to the Developer an amount equal to the pro-rata share of costs incurred by the Developer for on-site labor and materials for any parcel(s) for which a Certificate of Completion has not been issued at the time of the revesting, reentry and repossession less any gains or income withdrawn or made by the Developer from the Site or the Project thereon. Upon the revesting in the Agency of title to the Site or any part thereof as provided in this Section 506 the Agency shall, pursuant to its responsibilities under state law, use its best efforts to resell the Site or part thereof as soon and in suCh manner as the Agency shall find feasible and consistent with the objectives of CRL to a qualified and responsible party or parties (as determined by the Agency) who will assume the obligation of making or completing the Project, or such other improvements in their stead, as shall be satisfactory to the Agency and in accordance with the uses specified for the Site or part thereof. The proceeds from such sale shall be applied: First, to reimburse the Agency on its own behalf or on behalf of the City for all costs and expenses incurred by the Agency, including, but not limited to, salaries to personnel in connection with the recapture, management and resale of the Site or part thereof (but less any income derived by the Agency from the Site or part thereof in connection with such management); all taxes, assessments and water and sewer charges with respect to the Site or part thereof (or, in the event the Site is exempt from taxation or assessment or such charges dudng the period of ownership, then such taxes, assessments or charges (as determined by the County assessing official) as would have been payable if the Site were not so exempt); any payments made or necessary to be made to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of the Developer; any expenditures made or obligations incurred with respect to the making or completion of the Project or any part thereof on the Site or part thereof; and any amounts otherwise owing the Agency by the Developer; and ii. Second, to reimburse the Developer up to the amount equal to the costs incurred by the Developer for the development of the Site and for the improvements existing on the Site at the time of the reentry and repossession less any gains or income withdrawn or made by the Developer from the Site or the Project thereon. Any balance remaining after such reimbursements shall be retained by the Agency as its property. To the extent that the rights established in this Section 506 involve forfeiture, it must be strictly interpreted against the Agency, the party for whose benefit it is created. The rights established in this Section 506 are to be interpreted in light of the fact that the Agency will convey the Site to the Developer for development and not for speculation in undeveloped land. VI. (§600) GENERAL PROVISIONS A. (§601) Notices, Demands and Communications Between the Parties Formal notices, demands and communications between the Agency and the Developer shall be sufficiently given if dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Agency and the Developer as set forth in Section 105 hereof. Such written notices, 757564-1 P. 15 DRAFT 5/20/05 12:57 PM demands and communications may be sent in the same manner to such other addresses as either party may' from time-to-time designate by mail. ' . B. (§602) Conflict of Interests No member, official or employee of the Agency shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to this Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. The Developer warrants that it has not paid or given, and will not pay or give, any third persons any money or other consideration for obtaining this Agreement. Co (§603) Nonliability of A.qency Officials and Employees No member, official or employee of the Agency shall be personally liable to the Developer in the event of any default or breach by the Agency or for any amount which may become due to the Developer or on any obligations under the terms of this Agreement. D. (§604) Enfomed Delay: Extension of Times of Performance In addition to specific provisions of this Agreement, performance by any partyhereunder shall not be deemed'to be in default where delays or defaults are due to war; insurrection; strikes; lock-outs; dots; floods; earthquakes; fires; casualties; acts of God; acts of public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; acts of another party; acts or failures to act of any public or governmental agency or entity (other than that acts or failures to act of the Agency shall not excuse performance by the Agency); or any other causes beyond the control or without the fault of the party claiming an extension of time to perform. An extension of time for any such cause shall only be for the period of the enforced delay, which period shall commence to run from the time of the commencement of the cause. If, however, notice by the party claiming such extension is sent to the other parties more than thirty (30) days after the commencement of the cause, the period shall commence to run only thirty (30) days pdor to the giving of such notice. The time of performance under this Agreement may also be extended in wdting by the Agency and the Developer. E. (§605) Inspection of Books and Records The Agency has the right, upon not less than seventy-two (72) hours notice, at all reasonable times to inspect the books and records of the Developer pertaining to the Site and the Project as pertinent to the purposes of this Agreement. The Developer also has the right, upon not less than seventy-two (72) hours notice, at all reasonable times to inspect the books and records of the Agency pertaining to the Site and the Project as pertinent to the purposes of this Agreement. F. (§606) Approva by Agency 757564-1 P. 16 DRAFT 5/20/05 12:57 PM Wherever this Agreement requires the Agency to approve any contract, document, plan, specification, drawing or other matter, such approval shall not be unreasonably withheld. VII. ({}700) SPECIAL PROVISIONS A. ({}701) Submission of Documents to the Agency for Approval Whenever this Agreement requires the Developer to submit plans, drawings or other documents to the Agency for approval, which shall be deemed approved if not acted on by the Agency within the specified time, said plans, drawings or other documents shall be accompanied by a letter stating that they are being submitted and will be deemed approved unless rejected by the Agency within the stated time. If there is no time specified herein for such Agency action, the Developer may submit a letter requiring Agency approval or rejection of documents within sixty (60) days after submission to the Agency or such documents shall be deemed approved. B. ({}702) Amendments to this Aqreement The Developer and the Agency agree to mutually consider reasonable requests for amendments to this Agreement which may be made by any of the parties hereto, lending institutions, or bond counsel or financial consultants to the Agency, provided said requests are consistent with this Agreement, the Redevelopment Plan and would not substantially alter the basic business terms included herein. VIII. ({}800)ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS This Agreement is executed in four (4) duplicate originals, each of which is deemed to be an original. This Agreement comprises pages 1 through , inclusive, and Exhibits A - H, which constitute the entire understanding and agreement of the Parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with reSpect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the Agency and the Developer, and all amendments hereto must be in writing and signed by the appropriate authorities of the Agency and the Developer and approved in the same manner in which this Agreement was originally approved. IX. ({}900) TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY This Agreement, when executed by the Developer and delivered to the Agency, must be authorized, executed and delivered by the Agency within forty-five (45) days after the date of signature by the Developer or thiS Agreement shall be void, except to the extent that the Developer shall consent in wdting to further extensions of time for the authorization, execution and delivery of this Agreement. The effective date of this Agreement as first written above shall be the date when the Agreement has been signed by the Agency. 757564-1 P. 17 REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO, a Public Corporation DRAFT 5/20/05 12:57 PM By: Executive Director ATTEST: Dated ,2005 By: Secretary APPROVED AS TO FORM: Steven T. Mattas, Agency General Counsel PENINSULA HABITAT FOR HUMANITY a California Non-Profit Public Benefit Corporation By:. President Dated .,2005 757564-1 P. 18 DRAFT 5/20~05 12:57 PM Exhibit A LEGAL DESCRIPTION COUNTY, CALIFORNIA, PI./kT NO; 1 ", filed in =the office of ',ha Re~rdar ~' ~h~ ~,Oun~ of Ba~ Marco,' gtat~ of California on Mamh 1,11~;2 in. Book ~B" of Maps at ,.age ~r and mpl~ Into Book ). of MN~. =i JolmPlant Ne: 012fi032-322-~1 A~aes~-'or'a Pam~! No: 012-322,.800 P. 19 DRAFT 5/20/05 2:06 PM Exhibit B SITE MAP (See Following Pages) Exhibit B - Site Map P. 20 · ' ' .. · . -... ' · . "' '" - .. :.... ' : .': '- ' .' .' .: ' .'. .... . . .. '. -...'." · "" .':.::'"~:L.'. :' "' "'J' '-.'. "'. , !i'. -' I'~''' 'i....... t:. i--......'. '":,:.'...... ..... ...- .:' t.: '.:.i~ ... ~.. :...~ ': Y... ).. :.....'. :1 ,-'-i'..-..'.. · . .... ..... · ~ · . . , - : .':...:'~... '..-... ......' .~ -... .... .......... .. .':-.-'_":-.,'.':.,~:'.~ ' ' ' '1 'ig'l'~ ~ .' i, ~'. ~ "~ ~'.1 ~" ~' ' ' ' ~' '~' i '' ' '~' ' ,~ '" ~'~] I ..... '"'"' · . · ia · ~ .. . ,. '- ' . .... - ..... ,~,. . ...... 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I''''~''I ' I . ' ' · '.:'~:'~' "' : ..,'"" ' ' ".-..,..'"" · -. ' .. "..'-:....,...: I' 't r" '1':. :-.-rr 1 "'1 '""' '"' "'": '-'" · : :. ::~.' '. · .'. . "~ k..-"'.:'~.""'" ~ '-:'-~ '. ? '' .:'. .. -". '. "."' '-'' -. :". ' "..i ...'.-." "":4' ~... · 1. "1.,, I. 1.... I,.:1 ~ I,.M'.'P..~,,/I,,tE~z~I: ,.,l?J.'.;t:l..,. l~'r.., .,-l..F~.,I:.. I -. -.., ..?. -...,. · .', · - . - ~ ...: '~,#~ , ''. - .'.. ' :. ..~:~ .V~J.' · · . ..~,~ · .,~, ' · · -" .....' .."L",'.'. · ' · I ~1 '~" I'°' /."-'1" I."-'1 " I '~,1.~,1~'1~1'~..-I.'?.~"' I "I ~[, ,V'l' I'-I,~'l .~'..,~'1,~'1 .~" If.--...'l .~, -I' · i ; -' ' .'"".' '-. · ' '' " - ' ' '~.' "' ' .... '" 1 ' ' "'" ...... I' :' " ~)' ' ' ' : '" ' ' "" :" -,---':'"'~' .....I.. J- I..,.. F~.~I~ ~..-,, 1 ,, I ,.,..~ii~'...,,--I.,. , I..,. t-1.-1- , I .-, F~.,-I; I. ... - .:-.. · '- I t "1 .... I. .':": :'MI:',.'.-1.'.I':.:'''---..-'.'-.''..'''-':. "' '. '(~ .' : 'i.' · .. .. """..'.:~ . '"'.. ......: ..'r" .'. ". I '..' .' .~..: ' ":' '®'.'."':.....'.'"..'; .'.. ' '.-:®. "~ ®'.e)..~ .~'-.,'.' .~."~i ~ .-'®,.l~l~"'®l." '~ .~' :'. "':'"'.:'.."."' ~'";"'~- · . . . -'~., : ....,...,..~.~,.,..,..,.....,.. ,,..,..: ,,- -:..-: .:..........,...:..:...: · . . . · .. . .. . :' -:. .. .. . · . ..:' .. lllll . .. '~. .~- .. · . . . - - .- . ; . ,.~ .;.- .. · "": ' "' .. :~,' c:a.,~-,4,~z,,-:..'...' .'.: .' :. .'".-".. '.- .":z~--~' '.-.-' ".' .. ,.--. - '"' ,,~,e,. , .~ ... , ~. .... ,..-....:'-';'. L Assessor's Map PED. LN. SAN FIRE STA. ~2 ~R~ISCO TER. pI..~YLOT I & SAN BRUN SEWAGE TREATMEN'/I' PL Exhibit C GRANT DEED (See following pages) DRAFT 5/20/05 1:47 PM Exhibit C - Grant Deed P. 23 RECORDING REQUESTED BY and when recorded Mail to: Redevelopment Agency of the City of South San Francisco 400 Grand Avenue South San Francisco, California 94080 DRAFT 5/20/05 1:38 PM This document is exempt from the payment of a recording fee pursuant to Government Code Section 6103. GRANT DEED For valuable consideration, receipt of which is hereby acknowledged, The Redevelopment Agency of the City of South San Francisco, California, a public body, corporate and politic ("Grantor"), acting to carry out the Project The sale herein is made under and subject to the following conditions and covenants: 1. The 'Property is conveyed to Penisula Habitat for Humanity, Inc. (Grantee) pursuant and subject to California Redevelopment Law (CRL) and the Disposition and Development Agreement entered into. · by and between Grantor and Grantee as of ,2005 ("DDA").. 2. Grantee covenants by and for itself and its successors and assigns, and all persons claiming under or through it, that Grantee and its successors and assigns shall devote the Property to the use of affordable housing for Iow- and very Iow-income households. Subject to the respective 'periods of time', the foregoing covenant shall run with the land 3. Prior to the issuance by Grantor of a Certificate of Completion and Release of Construction Covenants for the of construction of the house(s), (the "Improvements") on the Property as provided for in the Scope of Development, Attachment No. 3 of the DDA (referred to herein as "Certificate of Completion"), Grantee shall not, except as permitted by the DDA, sell, transfer, convey, assign or lease the whole or any part of the Property or the buildings, structures or improvements on the Property without the prior wdtten approval of Grantor. This prohibition shall not be deemed to prevent the granting of easements or permits solely to facilitate the development of the Property which is required by the DDA 4. Prior to Grantor's issuance of the Certificate of Completion and Release of Construction Covenants for the construction of the house(s) (the "Improvements") on the Property as provided for in the DDA, Grantorshall have the right, at its option, to exercise its power of termination and all rights under, and in accordance with, Califomia Civil Code Section 885.010, et seq., and to reenter and retake posSession of the Property and all Improvements thereon, and terminate the estates herein conveyed to Grantee and revest in Grantor the estates herein conveyed to Grantee, if Grantee (or its successors or assigns), violates any of the provisions of the DDA, including but not limited to the following: Exhibit C - Grant Deed P. 2~ Page 1 DRAFT 5120105 1:39 PM : (a) . Grantee does not attempt in good faith to procure in a timely manner building permits and approvals for the construction of the Improvements as provided for in the DDA, or abandons any further attempts at procuring same when there is a reasonable likelihood that such permits or approvals would otherwise be issued by the proper authority in a timely manner and in_substance satisfactory to Grantee; or (b) Grantee or any successor owner constructs or attempts to construct the Improvements as provided for in the DDA in material deviation from the latest approved Construction Plans, as referenced in the DDA; or (c)' Absent an enforced delay as defined in Section 501 of the DDA, or delays due to any required toxic remediation, fails to complete the construction of the Improvements on the Property within the time limits set forth in the DDA; or (d) Absent an enforced delay as defined in Section 604 of the DDA, or delays due to any required toxic remediation, abandons or suspends construction of the Improvements on the Property for a pedod of sixty (60) days after written notice by Grantor of such abandonment or suspension; or (e) Grantee or any successor owner voluntarily or involuntarily undertakes a sale, transfer, conveyance, assignment or lease of the Properiy or the Improvements thereon not permitted by the DDA or falls to comply with the requirements for said transfer as set.forth in the DDA; or ' (f) Grantee fails to make any payments it is required to make pursuant to the DDA; (g) Grantee fails to procure any insurance it is required to procure under the terms of the DDA or related agreements; (h) · Breaches any other material provision of the DDA which prevents Developer from completing the construction of Improvements or operating the Improvements for the intended uses, as provided for and described in the DDA; or (i) Is in breach Or default as described in Section 505 of the DDA. Grantor's power of termination shall expire at the later of the following.times: (i) fifty-five (55) years after the date this Grant Deed is recorded; (ii) fifty-five (55) years after the date a notice of intent to preserve the power of termination is recorded, if the notice is recorded within the time prescribed in the preceding clause (i); or (iii) fifty-five (55) years after the date an instrument reserving, transferring, or otherwise evidencing the power of termination or a notice of intent to preserve the power of termination is recorded, if the instrument or notice is recorded Within fifty-five (55) years after the date such an instrument or notice was last recorded. Grantor's power of termination pursuant to this Grant Deed shall be subordinate to, and be limited by and shall not defeat, impair or render invalid: (i) any mortgage homeowner, deed of trust or other secudty instrument permitted by the DDA; or (ii) any i'ights or interest provided in the DDA for the protection of the holder of such mortgages, deeds of trust or other security instruments in the Property or the Improvements thereon. Exhibit C - Grant Deed P. 25 Page 2 DRAFT 5/20/05 1:39 PM 5. Grantee covenants by and fOr itself, its successors and assigns, and all persons claiming under or through it, that there shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, religion, creed, sex, marital status, ancestry, or national odginal in the sale, transfer, use, occupancy, tenure or enjoyment of the Properly herein conveyed, nor shall Grantee or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy, or vendees in the Property herein conveyed. The foregoing covenants shall run with the land. All deeds, leases or contracts for the sale, lease, sublease,' or other transfer of the Property or any 'portion thereof made or entered into by Grantee, its successors or assigns, shall contain or be subject to the following provisions: (a) In Deeds: "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through it, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, creed, sex, marital status, ancestry, or national origin in the sale, transfer, use, occupancy, tenure or enjoyment of the property herein conveyed, nor shall the grantee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the seleCtion, locatiOn, number, use or occupancY, or vendees in the property herein conveyed. The foregoing covenants shall run with the land." (b) In Contracts: "The transferee herein covenants by and for itself and its successors and assigns, and all persons claiming under or through it, and this contract is made and accepted upon and subject to the conditions that there shall be no discrimination against or segregation of any person Or group of persons on account of race, color, religion, creed, sex, marital status, ancestry, or national origin in the transferring, use, occupancy, tenure or enjoyment of the property herein transferred, nor shall the transferee or any person claiming under or through it establish or permit any such'practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy, or vendees in the property herein transferred. The foregoing provisions shall be binding upon any subcontracting parties, successors, assigns and other transferees under the contract." Grantee covenants by and for itself, its successors and assigns, to: (a) prosecute to completion the development and construction of the Improvements on the Property as provided for in the DDA not later than ( ) months following the mutual execution of the DDA by the parties and to develop and construct such improvements in accordance with the Construction Plans approved pursuant to the terms of the DDA; (b) enter into a sweat-equity partnership with persons or families of Iow income at affordable pdces pursuant to Health and Safety Code Section 33334.2 and 33334.3; and (c) not assign or transfer its interest in the Property or the Improvements thereon, or the DDA, or Exhibit C - Grant Deed Page 3 P. 26 DRAFT 5/20/05 1:39 PM ; any portion thereof, except as permitted by the DDA. 7. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat, render invalid, or in any way' impair the lien or charge of any mortgage, deed of trust or other financing or secudty instrument permitted by the DDA; provided, however, that any successor of Grantee[HH attomey: future people] to the Property shall be bound by Such covenants, conditions, restrictions, provisions andlimitations, whether such successor's title was acquired by foreclosure, deed in lieu of foreclosure, trUstee's sale or otherwise. · 8. The covenants contained in paragraphs 2, 3, 5 and 6 of this Grant Deed shall run with the land and shall be binding for the benefit and in favor of, and enforceable bY, Grantor and its successors and assigns against Grantee and its successors and assigns to or of the Property or any part thereof or interest therein and any party in possession or occupancy of the Property or any part thereof, and such covenants shall run in favor of Grantor and its successors and assigns for the entire pedods daring which such covenants shall be in force and effect, without regard to whether Grantor is or remains an owner of any land or interest in any land to which such covenants relate. I'n the event of a breach of any such covenantsl Grantorshall have the dght to exercise all of the rights and remedies, and to maintain any actions at law or suits in equity or other proceedings, to enforce the cudng of or otherwise recover for such breach pursuant to the conditions and limitations of the DDA. The covenants contained in this Grant Deed shall be for the benefit of and shall be enforceable only by Grantor and its successors and assigns. 9. In the event of an express conflict between this Grant Deed and the DDA, the provisions of the DDA shall control. IN WITNESS WHEREOF, Grantor and Grantee have caused this Grant Deed to be executed on their behalf by their respective officers duly authorized, this ~ day of REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO, a Public Corporation 'By:. ,2005 Executive Director Dated ATTEST: By: Secretary APPROVED AS TO FORM: Steven T. Mattas, Agency General Counsel Exhibit C - Grant Deed P. 27 Page 4 DRAFT 5/20/05 1:39 PM The provisions of this Grant Deed am hereby approved and accepted. PENINSULA HABITAT FOR HUMANITY a California Non-Profit Public Benefit Corporation By:. President Dated ,2005' Exhibit C - Grant Deed P. 28 Page 5 DRAFT 5/20/05 1:42 PM Attachment A Legal Description of the Property to Describe the Project as defined in the DDA. Attachment C - Grant Deed P. 29 State of Califomia ) ) SS. County of San Uateo ) ACKNOWLEDGMENT DRAFT 5/20/05 1:42 PM On before me, a Notary Public, personally appeared , personally known to me (or preved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(is), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. NOTARY. PUBLIC State of California ) ) SS; County of San Mateo ) ACKNOWLEDGMENT On before me, a Notary Public, personally appeared ., personally known to me (or preved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(is), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. NOTARY PUBLIC Attachment C - Grant Deed P. 30 Exhibit D SCHEDULE OF PERFORMANCI~ DRAFT 5/20/05 1:56 PM (See Next Page) It is underStood that the foregoing Schedule of PerfOrmance is subject to all of the terms and conditions of the text of the Agreement . Exhibit E - Schedule of Performance Page 1 P. 31 SOUTH SAN FRANCISCO TIMELINE: COMMERC AL AVENUE SITE )DA Approval: =Hfl-I Board )DA Approval: ;SF Council Construction Documents and Planning Review Pursue Entitlements Family Selection Families ~ Moved C,I In cq CONSTRUCTION Jun-05 I Jul-05 I *..~5 I So~OS I O~S I .ov~ I O~S I J""~ I r.~O~ I Mar~ I ~ I ""Y~I Jun-06 I J"~ I ~"0~ I Sep-06 I 0~ I .ov~ I Dec-06 I Jan-07 I Feb-07 I Mar-07 J DRAFT 5/20/05 1:34 PM Exhibit E SCOPE OF DEVELOPMENT The intent of this Agreement is to provide for the development and construction of housing for persons and families of very Iow- and Iow-income, and all dwelling units developed on the Site shall be designed to attain this objective. Four (4) houses on the Site shall be designed and developed on a total of four (4) parcels. The houses shall be detached single family homes onl,750 square foot lots. All houses shall be fully heated and have an attached, unheated two-car tandem garage. [Already approved] The Developer shall install and construct landscaping and other improvements required by the Agency consistent with the Conditions of Approval adopted on Au, gust 11, 2004. The Developer, at its sole expense, shall construct all necessary public improvements. Such public improvements shall be constructed or installed in accordance with the technical specifications, standards and practices of the City and as more fully explained in the Conditions of Approval. The Developer shall coordinate all plans for such public improvements with the Agency. Exhibit E - Scope of Development P. 33 'Page. 1 Exhibit "G" RECORDED AT THE REQUEST OF AND WHEN RECORDED RETURN TO: South San Francisco Redevelopment Agency 400 Grand Avenue' ' South San Francisco, California 94080 Attn: Executive Director DRAFT 5/20/05 12:57 PM Recorder's Use) Gov. Code § 6103) [Note To Recorder: Record As Partial Release of Agreement] (Space Above Line for (Exempt from Recording Fee per RELEASE OF CONSTRUCTION COVENANTS WHEREAS, THE PENINSULA HABITAT FOR HUMANITY, a California nonprofit, public benefit corporation ("Developer"), is the Owner of fee title to the real property legally described in Exhibit "A" hereto (the "Property"); and WHEREAS, by a Disposition and Development Agreement (hereinafter referred to as the "Agreement") dated ,2005by and between the Developer and SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"), Developer has redeveloped the Property according to the terms and conditions of said Agreement; and WHEREAS, pursuant to Section 304(2) of the Agreement, promptly after completion of all construction work to be completed by Developer on the Property, Agency shall furnish Developer with a Release of Construction Covenants upon wdtten request therefore by Developer; and WHEREAS, the issuance by Agency of the Release of Construction Covenants shall be conclusive evidence that Developer has complied with the terms of the Agreement pertaining to the redevelopment of the Property; and WHEREAS, Developer has requested that Agency furnish Developer with the Release of Construction Covenants; and WHEREAS, Agency has determined that the redevelopment of the Property has been satisfactorily completed as required by the Agreement; 602332-1 P. 34 DRAFT 5/20/05 12:57 PM NOW THEREFORE: 1. As provided in the Agreement, Agency does cladfy that redevelopment of the Property has been fully and satisfactorily performed and completed, and that such redevelopment is in full compliance with said Agreement. 2. This Release of Construction Covenants shall not constitute evidence of compliance with or satisfaction of any obligation of Developer to any holder of a mortgage, or any insurer of a mortgage, securing money loaned to finance construction work on the Property, or any part thereof. Nothing contained herein shall modify in any way anY provision of said Agreement. 3. This Release of Construction Covenants shall not constitute evidence of Developer's compliance with those covenants in the Agreement that survive the issuance of this Certificate, or of the covenants Jn the Resale Restriction and Right of Second Refusal Agreement recorded on ,2004, as Instrument No. in the Official Records of San Mateo County. 4. This Release of Construction Covenants is not a Notice of Completion as referred to in California Civil Code Section 3093. IN WITNESS WHEREOF, Agency has executed this Certificate as of this ,200_. day of SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY By: Executive Director 602332-1 P. 35 CONSENTTO EECOEDATION DRAFT 5/20/05 12:57 PM THE PENINSULA HABITAT FOR HUMANITY, INC., Owner of fee title to the herein described real property, hereby consents to the recordation of the foregoing Release of Construction Covenants against the real property herein described. THE PENINSULA HABITAT FOR HUMANITY, INC., a Califomia corporation By: ITS: President 602332-1 P. 36 STATE OF CALIFORNIA COUNTY OF SAN MATEO ) ) ss ) DRAFT 5/20/05 12:57 PM On 2004, before me, , personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the · same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or entity upon behalf of which the person(s) acted, executed the instrument, Witness my hand and official seal. Notary Public [SEAL] 602332-1 P. 37 DRAFT 5/20/05 12:57 PM STATE OF CALIFORNIA COUNTY OF SAN MATEO ) ) ss ) On 2004, before me, , personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] 602332-1 P. 38 Exhibit H ~Vill use Standard RESALE RESTRICTION AND RIGHT OF FIRST REFUSAL AGREEMENT with a few elements of this agreement being added to it] P. 39 Exhibit H ADDENDUM TO GRANT DEED RESTRICTIONS FOR AFFORDABLE OWNERSHIP HOUSING 440 Commercial Avenue South San Francisco, California THE GRANT MADE BY, AND THE TITLE CONVEYED TO THE GRANTEE UNDER, THE GRANT DEED TO WHICH THIS ADDENDUM TO GRANT DEED RESTRICTIONS FOR AFFORDABLE OWNERSHIP HOUSING IS ATTACHED AND MADE EXPRESSLY SUBJECT TO THE TERMS AND PROVISIONS STATED IN THIS ADDENDUM TO GRANT DEED. Ae Be Power of Termination. The establishment and preservation of housing for persons who qualify as Eligible Households is the main and substantial purpose of the Grantor (Peninsula Habitat for Humanity, hereinafter referred to as "Habitat"). It is not the intention of Habitat to provide housing ownership whereby persons will acquire an equity ownership in the manner that would provide any owner with any right to receive a profit upon the resale of the housing so provided by Habitat. Therefore, the Purchase and Sale Agreement (the "Agreement) and this Addendum shall provide Habitat or the Redevelopment Agency of the City of South San Francisco ("AGENCY"), if Habitat chooses not to exercise its rights, with a right to repurchase the Property should the grantee/owner decide to sell or otherwise transfer the Property. Should the owner or any other party fail to comply with the provisions of this Addendum or the Agreement, then this Addendum shall provide that Habitat has a right and power of termination of the estate and title granted by the Grant Deed to which this Addendum is attached. Occupancy and Ownership Restricted to Eligible Households. During the term of this Addendum, the owner of the Property must occupy the Property as his or her principal residence. The owner shall be presumed to be occupying the Property as his or her principal residence if the owner is living in the Property for at least ten (10) months out of each calendar year. The owner shall not rent or lease the Property for more than two months during any twelve-month period and shall not lease or rent the Property without providing Habitat with a copy of the lease or rental agreement. Any lease or rental in violation of the provisions of this Addendum shall be prohibited and void. Except as so provided in this Addendum, all leasing or rental of the Property shall be a Transfer as defined in this Addendum, and subject to the provisions of this Addendum. By purchasing Property subject to the Addendum, owner and all successive owners and assigns, hereby acknowledge that the Property is restricted to owner-occupancy and shall not be leased to a non-owner without the written consent of Habitat or the Page 1 of 9 AGENCY. Transferee shall execute an agreement under the terms of which the transferee shall assume all of the obligations and duties of owner and agree to be bound by the restrictions of this Addendum Ce Eligible Household. As used in the Agreement, the term "Eligible Household" shall mean a Household which: · Resides or works within the incorporated area of the South San Francisco at the time of application. However, the first time homebuyers that the Developer selects to be the initial owners of the four (4) units shall have resided within the incorporated limits of the City for one year at the time of application. · has a household income not to exceed 50% of the area median income for San Mateo County established by the U.S. Department of Housing and Urban Development, and · meets the following family size definitions: 1. For 3 Bedroom Units: 4 - 7 persons per family Habitat additionally determines a household is Eligible to participate in the ownership of the Property both (i) economically [a household whose income does not exceed the qualifying limits for very low income households as established pursuant to Section 8 of the United States Housing Act of 1937 as amended from time to time], and (ii) non-economically [which shall include, but not be limited to, the owner stating its warranted intent to personally and continuously occupy the Property as its sole residence for the foreseeable future, and that household size relative to the size of the Property complies with standards adopted by Habitat and consistent with Consolidated Plan goals of the City of South San Francisco]. Habitat shall have the right under the terms of the Agreement, after application of the basic eligibility requirements set forth herein, to select, in its sole discretion, the ultimate purchaser of each unit. Eligible Transfer/All Other Transfers Void. During the term of this Addendum, every "Transfer" (as defined below) of a Property shall be subject to the provisions and conditions set forth in this Addendum. Any Transfer without satisfaction of the provisions and conditions of this Addendum shall be prohibited and void. Transfer shall mean and refer to any sale, conveyance, assignment, transfer, voluntary or involuntary, of any interest in the Property, including, but not limited to, a fee simple interest, a joint tenancy interest, a life estate, a leasehold interest, any lease or rental for any period of time (except as expressly otherwise permitted), execution of a real estate installment contract by which possession of the Property is transferred and owner retains title, or grant of any real property interest in a Property, including allowing the recordation of a deed of trust or mortgage which creates a lien on the Property. Transfer shall not mean or include any sale or transfer by foreclosure or deed in lieu of foreclosure of a mortgage or deed of trust, provided that such mortgage or deed of trust is one which is expressly permitted and allowed under the this Addendum. Page 2 of 9 Transfer Notice. Prior to entering into any binding agreements associated with any proposed Transfer, the owner shall deliver to Habitat and the AGENCY a written notice (the "Transfer Notice") which sets forth the name of the Owner and the address of the Property. The Transfer Notice must be sent by certified U.S. Mail, Return Receipt Requested, to Habitat and the AGENCY at the addresses set forth in the Agreement. Fe Right and Option to Repurchase. The owner shall grant to Habitat or the AGENCY, if Habitat chooses not to exercise its rights, the right and option to repurchase the Property upon any proposed Transfer of such Property (the "Right of Repurchase") for the Eligible Sales Price [as defined below] on the terms and in the manner set forth in this Addendum. Nothing in this Addendum shall constitute a waiver of any due on sale clause or other provisions contained in a deed of trust on the Property, in favor of, or which was authorized by, Habitat or the AGENCY. Option and Repurchase Period. If Habitat decides to exercise its Right to Repurchase the Property, it shall, within fifteen (15) days of receipt of the notice specified above, notify the Owner in writing that it chooses to exercise the option. Said notice to the owner shall be sent by Certified Mail, Return Receipt Requested. If Habitat exercises its Right to Repurchase, it shall repurchase the Property within sixty (60) days of the date it sends to owner notice of exercise of its option to purchase. Habitat may, instead of purchasing the Property itself, assign its right to purchase the Property to an Eligible person, household or entity of its choosing. If Habitat elects not to exercise its option to repurchase, it shall inform the Owner and the Agency in writing within sixty (60) days of receipt of the notice specified above. The Agency shall have the Right to Purchase the Property within said fifty-five (55) year period which it may exercise within ninety (90) days after written notice, on the resale of the Property. The Agency Right to Purchase the Property shall be subordinate to Habitat's Right of Repurchase and shall only be triggered if Habitat fails to exercise its Right of Repurchase within sixty (60) days of receiving notice of the intended sale of the affordable unit. In no event shall AGENCY become in any way liable to owner, nor become obligated in any manner, by reason of the assignment of its right to purchase, nor shall AGENCY be in any way obligated or liable to owner for any failure of AGENCY's designee or assignee to consummate a purchase of the Property or to comply with the terms of any purchase and sale agreement. Nothing in this Addendum shall be construed to obligate AGENCY to purchase Property in the event that a buyer participating in the AGENCY'S Below Market Rate Program fails to complete actions to close escrow. H. Effect of Failure to Record Waiver. If neither Habitat nor the AGENCY elects to exercise the Right of Repurchase with respect to the Property, Habitat shall record, and deliver to owner, a notice of waiver, within ninety (90) days after receipt of the Transfer Notice from Owner, in the Official Records of San Mateo County stating that both Habitat and the AGENCY have waived its respective Page 3 of 9 Right of Repurchase; provided however, that, any subsequent purchaser of the Property from the owner shall be subject to this Right of Repurchase during the term hereof. Such waiver shall not constitute a waiver for any other future Transfer of the Property, including, but not limited to, any future sale of the Property. If the Notice of Waiver is not recorded it shall be presumed that said Right of Repurchase has not been waived. Resale by Habitat. If either Habitat or exercises the Right of Repurchase, Habitat shall again sell or lease the Property to an Eligible Household selected by Habitat. The transfer price established by Habitat for such subsequent transfer will be the Eligible Sales Price when Habitat exercises its Right of Repurchase and acquires the Property. Any such subsequent sale of the Property by Habitat or shall be subject to the Right of Repurchase expressed in this Grant Deed, or such other terms as may be specified in any subsequent Grant Deed from Habitat. Je Repurchase Price - Eligible Sales Price. The Eligible Sales Price for the repurchase of the Property by Habitat or the AGENCY shall be the original Purchase Price of the Property when acquired by the owner from Habitat, adjusted by the percentage change, since the date that the owner acquired the Property based upon the date of recordation of the deed conveying the Property to the owner from Habitat, to and including the date that Habitat or the AGENCY gives its notice of exercise of its option to repurchase, in the Median Income, adjusted by family size, as provided by the U.S. Department of Housing and Urban Development, or in the event that this statistical index is no longer published, any other appropriate index as determined by Habitat and the AGENCY. In no case however shall the increase in the original Purchase Price exceed three per cent (3%) compounded annually, except as provided below for Qualifying Improvements as have been made to the Property by the owner, which amount shall be added to the original Purchase Price as set forth in subsection k, below. Ke Oualifvin~ Im,rovements. A "Qualifying Improvement" shall be any capital improvement, as opposed to repairs and maintenance, installed by the owner, which satisfies all the criteria set forth below. The value of the Qualifying Improvements shall be limited to a total of ten percent (10%) of the original Purchase Price. The value of the Qualifying Improvements shall be the sum equal to the original cost of materials and labor prorated over the expected useful life of the improvements. It shall be the obligation of the owner to establish by sufficient evidence that any improvements are a Qualifying Improvement and the value thereof. Habitat or the AGENCY shall have the right to determine the value of any Qualifying Improvement in their sole and absolute discretion. Further, in establishing any value to a Qualifying Improvement, Habitat or the AGENCY shall have the right to consider any damage to capital improvements in the Property and may offset the Eligible Sales Price by the reasonable cost of repair on such damage. In order to be deemed a Qualifying Improvement, each improvement must satisfy the following qualifying criteria: Page 4 of 9 · The cost of the improvement must exceed ten percent (10%) of the original Purchase Price, · The improvements must have a remaining expected useful life of at least five (5) years beyond the completion of the proposed transfer, · The owner shall present substantiating documentation showing the original cost of materials and the original cost of labor for the improvement, and the date of its installation. Assignment of Excess Sales Proceeds. If the Property is sold or otherwise Transferred by the Owner, or any other party, in violation of this Addendum for more than the amount permitted under this Addendum, any proceeds of such sale or Transfer in excess of the Eligible Sales Price shall be deemed assigned to Habitat. Habitat and the AGENCY shall be entitled to bring legal action against any party who has derived any proceeds of sale in excess of the Eligible Sales Price, to recover any such proceeds of sale in excess of the Eligible Sales Price. There shall be established a lien on the title to the Property so that if such excess proceeds of sale are not paid to Habitat, upon its demand, then Habitat has the right to enforce said lien on the Property pursuant to California Civil Code §§2924 et seq. M. Maintenance of Property,. Owner and any subsequent owner(s) covenant to keep their Property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and material furnished therefore; to comply with all laws affecting the Property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon the Property in violation of law; to cultivate, irrigate, fertilize, fumigate, prune, and do all other acts which form the character of the Property may be reasonably necessary, the specific enumeration herein not excluding the general. N. Proper .ty Insurance. Owner and any subsequent owner(s) shall maintain a standard fire and extended coverage insurance policy in at least such amounts and for such periods as which amounts shall be the replacement cost of the Property, but in no event less than the amount necessary to prevent Habitat and AGENCY from becoming a co-insurer under the terms of the policy. Nondiscrimination and Nonsegregation Clauses. Owner shall refrain from restricting the rental, sale or lease of the Property on the basis of race, religion, creed, color, national origin, ancestry, marital status or sex of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: 1. In deeds: Page 5 of 9 The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, religion, creed, color, national origin, ancestry, marital status, handicap status or sex in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the land herein conveyed. The foregoing covenants shall run with the land. 2. In leases: The lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: that there shall be no discrimination against or segregation of, any person or group of persons on account of race, religion, creed, color, national origin, ancestry, marital status, handicap status or sex in the leasing, subleasing, transferring, use or enjoyment of the land herein leased, nor shall lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the land herein leased. 3. In contracts: There shall be no discrimination against, or segregation of, any person or group of persons on account of race, religion, creed, color, national origin, ancestry, marital status, handicap status or sex in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land. No Further Encumbrances. Along with the AGENCY restrictions for affordable ownership housing, the owner shall be allowed to encumber the Property with a single purchase money deed of trust, being the deed of trust in connection with the Habitat Loan. Encumbering the title to the Property with more than the AGENCY restrictions for affordable ownership housing and the Habitat Loan, except for an Approved Junior Lien, as set forth in the Addendum to the Deed of Trust or Habitat Loan, if such is allowed, is prohibited, and shall constitute a default of this Addendum. Page 6 of 9 Exercise by Habitat or the Agency upon a Default. The Right to Repurchase may be exercised by Habitat upon a default under this Addendum or upon default under any promissory note or deed of trust or any other lien, including a judgment lien, recorded against the Property. Habitat shall have thirty (30) days after a default is declared to notify the owner of its decision to exercise its Right of Repurchase. No later than sixty (60) days after the certified mailing of the notice to exercises its option, Habitat shall purchase the Property for the Eligible Sales Price, less any liens or encumbrances on the Property required to result in free and clear title to Habitat, and the costs of sale. Excess Proceeds Paid From Creditor's Sale. If a creditor acquires title to the Property through a deed in lieu of foreclosure, a trustee's deed upon a foreclosure sale, or otherwise, the owner shall not be entitled to the proceeds of sale to the extent that such proceeds otherwise payable to owner when added to the proceeds paid or credited to the creditor exceed the amount owner would have received by a sale in accordance with the provisions of this Addendum, less any liens or encumbrances on the Property required to result in free and clear title to Habitat, and the costs of sale. The owner shall instruct the holder of such excess proceeds to pay such proceeds to Habitat as repayment for, and in consideration of, the financial assistance provided in the development of the Property. S. Other Terms and Provisions. Such other terms and provisions that the AGENCY deems reasonable and appropriate for this Addendum to contain. Te Term. The provisions of this Addendum shall remain in force and effect and shall be enforceable by Grantor or the AGENCY by action in law or in equity for a period of fifty-five (55) years from the date upon which the Grant Deed is recorded in the official records of San Mateo County at which time they shall automatically become ineffective without the requirement for further action on the part of any person. These terms and conditions shall be made part of each deed subsequently recorded and shall bind each successor in interest until the earlier of (i) fifty-five (55) years from the date of recordation, or (ii) the recordation of a subsequent and superceding Agreement. Each successor in interest shall assume the rights and obligations set forth and herein undertaken by owner in this Agreement. The power of termination stated herein shall endure for a term of forty (40) years, and shall be subject to being extended for a period not to exceed an additional term of fifteen (15) years pursuant to California Civil Code §885.030. The rights, restrictions and covenants in favor of Grantor hereunder are, and shall be enforceable, by the AGENCY as a third party beneficiary of this instrument. U. Distribution of Sales Proceeds In the event of a resale, closing and title insurance costs will be paid by the Seller at the time of the opening of escrow. Seller shall bear the expense of providing a current written report of an inspection by a licensed Structural Pest Control Page 7 of 9 Operator. All work recommended in said report to repair damage caused by infestation or infection of wood-destroying pests or organisms found and all work to correct conditions that caused such infestation or infection shall be done at the expense of the Seller. Upon the close of escrow, the Seller shall receive the Eligible Sales Price. The Eligible Sales Price proceeds will be used to pay through escrow any closing costs that are the responsibility of the Seller and any outstanding mortgage balances secured by the subject property. The Seller shall not be entitled to receive any compensation for the value of his "sweat equity" contribution toward the construction of the Property. V. Sale of Property by Owner if Habitat or the Redevelopment Agency of the City of South San Francisco Do Not Exercise Option to Purchase In the event that neither Habitat nor the AGENCY elect to purchase the property upon receiving the Seller's notice of intent to sell, the Seller may sell the property to an income eligible household at the Eligible Sales Price and receive a distribution of Sales Proceeds as described in "r" above. If, after a stipulated marketing period, the Seller is unable to locate an income- eligible buyer, the Seller shall provide a written notice to the AGENCY of this fact and will be permitted to sell the Property to a buyer who is not an income- eligible buyer at an unrestricted price. But in this event, the Seller shall pay all Excess Sales Proceeds to the AGENCY. Excess Sales Proceeds shall be the difference between the Fair Market Value Sales Price and the Eligible Sales Price. If the Property is transferred pursuant to this section, the purchase shall not be required to execute a resale agreement and the affordability covenants of the Property will be terminated. W. Notices All notices required herein shall be sent to the following addresses: Habitat Peninsula Habitat for Humanity 690 Broadway Street Redwood City, CA 94063 AGENCY Community Development Department City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Page 8 of 9 MADE AND ACKNOWLEDGED BY THE GRANTOR AND GRANTEE · GRANTOR: Peninsula Habitat for Humanity, Inc., a California Non-Profit Corporation By: Its: Executive Director AGENCY: Redevelopmem Agency of the City of South San Francisco By: Its: Executive Director Date: GRANTEE: By: By: By: Date: Page 9 of 9 AGENDA CITY COUNCIL CITY OF SOUTH SAN FRANCISCO REGULAR MEETING MUNICIPAL SERVICE BUILDING COMMUNITY ROOM WEDNESDAY, MAY 25, 2005 7:30 P.M. PEOPLE OF SOUTH SAN FRANCISCO You are invited to offer your suggestions. In order that you may know our method of conducting Council business, we proceed as follows: The regular meetings of the City Council are held on the second and fourth Wednesday of each month at 7:30 p.m. in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Public Comment: For those wishing to address the City Council on any Agenda or non-Agendized item, please complete a Speaker Card located at the entrance to the Council Chamber's and submit it to the City Clerk. Please be sure to indicate the Agenda Item # you wish to address or the topic of your public comment. California law prevents the City Council from taking action on any item not on the Agenda (except in emergency circumstances). Your question or problem may be referred to staff for investigation and/or action where appropriate or the matter may be placed on a future Agenda for more comprehensive action or a report. When your name is called, please come to the podium, state your name and address (optional) for the Minutes. COMMENTS ARE LIMITED TO THREE (3) MINUTES PER SPEAKER. Thank you for your cooperation. The City Clerk will read successively the items of business appearing on the Agenda. As she completes reading an item, it will be ready for Council action. JOSEPH A. FERNEKES Mayor Pro Tern PEDRO GONZALEZ Councilman RICHARD BATTAGLIA City Treasurer BARRY M. NAGEL City Manager RAYMOND L. GREEN Mayor RICHARD A. GARBARINO, SR. Councilman KARYL MATSUMOTO Councilwoman SYLVIA M. PAYNE City Clerk STEVEN T. MATTAS City Attorney PLEASE SILENCE CELL PHONES AND PAGERS HEARING ASSISTANCE EQUIPMENT AVAILABLE FOR USE BY THE HEARING IMPAIRED AT CITY COUNCIL MEETINGS CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE INVOCATION PRESENTATIONS · Proclamation: Kimberly A. Johnson, former Assistant City Attorney AGENDA REVIEW PUBLIC COMMENTS ITEMS FROM COUNCIL · Announcements · Committee Reports CONSENT CALENDAR 2. 3. 4. Motion to approve the minutes of May 11, 2005 Motion to confirm expense claims of May 25, 2005 Resolution awarding contracts for the rehabilitation of the new Fire Station 61 Motion to adopt ordinances related to the fiscal merger of the Redevelopment Project Areas: a) An ordinance approving and adopting an amendment to the Redevelopment Plan for the Downtown/Central Redevelopment Project Area to add new territory, extend time limits for eminent domain proceedings and fiscally merge the Downtown/Central Project Area, the E1 Camino Corridor Redevelopment Project area, the Gateway Redevelopment Project Area and the U.S. Steel/Shearwater Redevelopment Project Area b) An ordinance approving and adopting an amendment to the Redevelopment Plan for the E1 Camino Corridor Redevelopment project Area to fiscally merge the E1 Camino Corridor Project Area with the Downtown/Central Project Area, the Gateway Redevelopment Project Area, and the U.S. Steel/Shearwater Redevelopment Project Area c) An ordinance approving and adopting an amendment to the Redevelopment Plan for the U.S. Steel/Shearwater Redevelopment Project Area to fiscally merge the U.S. Steel/Shearwater Redevelopment Project Area with the Downtown/Central Project Area, the E1 Camino Corridor Project Area, and the Gateway Redevelopment Project Area REGULAR CITY COUNCIL MEETING MAY 25, 2005 AGENDA PAGE 2 d) An ordinance approving and adopting an amendment to the Redevelopment Plan for the Gateway Redevelopment Project Area to fiscally merge the Gateway Project Area with the downtown/Central Project Area, the E1 Camino Corridor Redevelopment Project Area, and the U.S. Steel/Shearwater Redevelopment Project Area Resolution approving the use of low and moderate income housing funds established for the Downtown/Central, the E1 Camino Corridor, Shearwater and the Gateway Project Areas outside the boundaries of the project areas o Motion to adopt an ordinance deleting Chapter 11.68 of the South San Francisco Municipal Code, "Prima Facie Speed Limit on City Streets," and replacing it with a new Chapter 11.68, "Prima Facie Speed Limit on City Streets" to allow the police department to utilize radar enforcement for speeding violations Resolution authorizing an agreement with Kleinfelder, Inc. to provide materials testing and special inspection services related to Wet Weather Project Phase I not to exceed $30,000 Resolution amending agreement with S&C Engineers for construction management services for the Oyster Point Interchange and Grade Separation Project Phase II (flyover) and Phase III (hook ramps) in the amount of $324,546 Resolution Authorizing the Redevelopment Agency to sell the property at 440 Commercial Avenue pursuant to the Disposition and Development Agreement between the Redevelopment Agency and Peninsula Habitat for Humanity 10. Acknowledge proclamations issued: Blue Star Salute Day, 5/16/05 ADMINISTRATIVE BUSINESS 11. Direction on process for considering hotel representatives for the Conference Center Authority 12. Review of 3rd quarter FY 2004-05 financial results and resolution amending the FY 2004-05, adjusting various General Fund revenue estimates in the amount of $312,727 COUNCIL COMMUNITY FORUM CLOSED SESSION ADJOURNMENT REGULAR CITY COUNCIL MEETING MAY 25, 2005 AGENDA PAGE 3 /1 GENDA ITEM DATE: TO: FROM: SUBJECT: May 25, 2005 Honorable Mayor and City Council Marty Van Duyn, Assistant City Manager NEW FIRE STATION 61, ENGINEERING FILE NO. 51-13232-9921 PROJECT NO. PB-04-1 RECOMMENDATION It is recommended that the City Council adopt a resolution awarding the various construction contracts for the New Fire Station 61, Engineering File No. 51-13232-9921, Project No. PB-04-1, to the various lowest responsive bidders shown in Exhibit "A". B ACKGROUNDfDIS CUSS ION Pinnacle DB (PDB) was selected as the project construction manager for this project. As part of the contract, it was agreed between the City Engineer, City Attorney and PDB all subcontracts would be competitively bid to comply with California Law. As a result, bid categories were created to cover the various portions of work, for a total of 32 projects. The initial construction bidding for Fire Station 61 closed Tuesday, March 29 with bids due and received. An invitation to bid was advertised in numerous publications on March 7, 2005 and March 15, 2005 and bid packages were also placed at four county builder exchanges in Santa Clara, Contra Costa, the Peninsula and San Francisco. Publications utilized were the San Mateo Times, Bluebook.corn (a general construction bidding internet site) and the City of South San Francisco's web site. Bids were received for only seven of the 32 projects with multiple bids in some packages. Staff started the re-bidding process by publishing an advertisement of the project to the San Mateo Times, Bluebook .com, and to the four county builders' exchanges to insure adequate notification to contractors was achieved. Bids were opened on Wednesday, 2:00 PM, May 11, 2005 for all Informal Bid Items (items which are anticipated to cost under $100,000.00), and on Thursday, 2:00 PM, May 12, 2005 for Formal Bid Items (items which are anticipated to cost more than $100,000.00). Staff Report Subject: NEW FIRE STATION 61, ENGINEERING FII ~E NO. 51-13232-9921 PROJECT NO. PB-04-1 Page 2 of 8 On May 11, 2005, staff opened bids for the Informal Bid Items (items which are anticipated to cost under $100,000.00). The apparent responsive low bidders are shown on Exhibit "B". On May 12, 2005, staff opened bids for the Formal Bid Items (items anticipated to cost over $100,000.00). The apparent responsive low bidders are shown on Exhibit "C". The breakdown of the project cost is as follows: Architectural & Engineering Fees - $ 176,425.00 Construction Management Fee - $ 480,577.00 Construction (Base Bid) - $2,066,610.00 Construction (Alternate Bid 1) - $ 543,528.00 Construction (Alternate Bid 2) - $ 79,728.00 Construction (Alternate Bid 3) - $ 251,417.00 Construction Contingency - $ 100,000.00 City Administration Cost - $ 90,000.00 Information Technology Cost - $ 200,000.00 Furniture, Fixtures & Equipment - $ 200,000.00 Project Total $4,188,285.00 When staff last discussed funding for the Fire Station improvements in a study session with Council, staff had identified $1.0 million available in the existing CIP and another $1.8 million (for a total of $2.8 million) in Downtown Redevelopment (RDA) funding. A total of $4.2 million is now needed if all phases are funded, and funding has been identified as follows: Existing CIP Budget for Fire Station 61 - Downtown RDA Funds (Uncommitted) - Downtown RDA Funds (Committed)** - $1,000,000.00 $1,800,000.00 $1,400,000.00 Budget Total $4,200,000.00 **Since the time the CIP budget was adopted last June, a development agreement has been executed with Slough Estates, which commits Slough to paying for a pump station improvement east of 101. Execution of the agreement will now allow the City to disencumber approximately $1.4 million of the Downtown RDA funds that had been budgeted in the CIP for that pump station. Staff Report Subject: NEW FIRE STATION 61, ENGINEERING FILE NO. 51-13232-9921 PROJECT NO. PB-04-1 Page 3 of 8 Assistant City Mmi,~r City Manager Attachment: Resolution Exhibit "A" Exhibit "B" Exhibit "C" RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AWARDING CONSTRUCTION CONTRACTS FOR THE NEW FIRE STATION 61 TO VARIOUS BIDDERS IN A TOTAL PROJECT BUDGET AMOUNT OF $4,200,000 WHEREAS, City Council approves the award of a construction contract for the New Fire Station 61 to the various bidders as shown in Exhibit "A"; and WHEREAS, on May 11, 2005, staff opened bids for the Informal Bid Items; and WHEREAS, the apparent responsive low bidders are shown on Exhibit "B"; and WHEREAS, On May 12, 2005, staff opened bids for the Formal Bid Items to cost over $100,000; and WHEREAS, the apparent responsive low bidders are shown on Exhibit "C"; and WHEREAS, the breakdown of the project cost is as follows: Architectural & Engineering Fees $ 176,425.00 Construction Management Fee - $ 480,577.00 Construction (Base Bid) - $2,066,610.00 Construction (Alternate Bid 1) - $ 543,528.00 Construction (Alternate Bid 2) - $ 79,728.00 Construction (Alternate Bid 3) - $ 251,417.00 Construction Contingency - $ 100,000.00 City Administration Cost - $ 90,000.00 Information Technology Cost - $ 200,000.00 Furniture, Fixtures & Equipment - $ 200,000.00 Project Total -$4,188,285.00 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby awards construction contracts for the New Fire Station 61 to the various bidders and in the not to exceed amounts shown in Exhibit "A." BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute the contracts on behalf of the City of South San Francisco, subject to approval as to form by the City Attorney. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a meeting held on the __ day of ,2005 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk S:\Current Reso'sXS-25-05 fn:e.station.61 .res.doc EXHIBIT "A" LIST OF APPARENT LOW BIDDERS WITH CORRESPONDING AWARD AMOUNT ITEM CONTRACTOR'S NAME TOTAL COST NO. (APPARENT LOW BIDDER) 1 Pinnacle, DB $15,650.00 2 A & D Automatic Gate & Access $63,913.00 3 Handcrafted Metals $118,311.00 4 Pinnacle, DB $42,480.00 5 P & A Construction $121,000.00 6 Berlin Food & Equipment $27,635.00 7 Duracite $20,519.00 8 Pinnacle, DB $21,500.00 9 Pinnacle, DB $12,400.00 10 United Builders $32,180.00 11 Izmirian Roofing & Sheet Metal $9,380.00 12 Performance Contracting Inc. (PCI) $28,100.00 13 D & D Painting $62,200.00 14 D & D Painting $19,000.00 15 B.T. Mancini & Company $70,214.00 16 B.T. Mancini & Company $38,546.00 17 Terra Lite $19,467.00 18 De Alba Bros. Tile, Inc. $49,552.00 19 SDG $87,062.66 20 Allied Fire $65,840.00 21 Mauck Metal $133,999.00 22 Henley & Company $8,025.00 23 Izmirian Roofing & Sheet Metal $4,118.00 24 Humcane hauling & Demolition $11,275.00 25 Andreini Brothers $225,896.24 26 Hazard Concrete $69,910.00 27 Boyett Construction $72,353.00 28 Boyett Construction $151,165.00 29 Ashland Glass & Millwork $52,801.00 30 Sun Valley Doors & Windows, Inc. $141,672.00 31 Pinnacle DB, Inc. $153,163.00 32 Western Allied Mechnical, Inc. $211,220.00 33 Pribuss Engineering, Inc. $255,000.00 34 Redwood City Electric $425,735.00 35 Pinnacle DB, Inc. $100,000.00 Staff Report Subject: NEW FIRE STATION 61, ENGINEERING FII.E NO. 51-13232-9921 PROJECT NO. PB-04-1 Page 6 of 8 EXHIBIT "B" BID SUMMARY - INFORMAL BID ITEMS ITE M CONTRACTOR'S NAME BID DESCRIPTION BASE BID ALTERNATE BID ALTERNATE BID ALTERNATE NO. (APPARENT LOW BIDDER) NUMBER #1 #2 BID #3 1 Pinnacle, DB 2350 Saw cutting $15,650.00 0 0 0 2 A & D Automatic Gate & Access 2351 Fencing $63,913.00 0 0 0 3 Handcrafted Metals 2352 Structural Steel $64,226.56 0 $36,152.57 $17,931.88 4 Pinnacle, DB 2353 Insulation $23,500.00 $12,480.00 0 $6,500.00 5 P & A Construction 2354 Gypsum Board $98,000.00 $15,000.00 0 $8,000.00 6 Berlin Food & Equipment 2355 Countertops- stainless steel $27,635.00 0 0 0 7 Duracite 2355 Countertops- wood $11,824.00 $8,695.00 0 0 8 Pinnacle, DB 2356 Storefront 0 $21,500.00 0 0 9 Pinnacle, DB 2357 Windows 0 $12,400,00 0 0 10 United Builders 2358 Glass & Glazing $12,930.00 $19,250.00 0 0 11 Izmirian Roofing & Sheet Metal 2359 Roofing 0 0 0 $9,380.00 Performance Contracting Inc. 12 (PCI) 2360 Acoustical ceilings $13,800.00 $14,300.00 0 0 13 D & D Painting 2361 Painting-Interior $28,700.00 $24,000.00 $2,500.00 $7,000.00 14 D & D Painting 2362 Painting-Exterior $19,000.00 0 0 0 15 B.T. Mancini & Company 2363 Flooring-Rubber $62,108.00 $8,106.00 0 0 16 B.T. Mancini & Company 2364 Flooring-Carpet $12,886.00 $25,660.00 0 0 17 Terra Lite 2365 Flooring-Epoxy $17,242.00 0 0 $2,225.00 18 De Alba Bros. Tile, Inc. 2366 Ceramic Tile $25,627.00 $23,925.00 0 0 19 SDG 2367 Specialties $65,339.58 $19,048.00 $1,930.00 $745.08 Staff Report Subject: NEW FIRE STATION 61, ENGINEERING FllJE NO. 51-13232-9921 PROJECT NO. PB-04-1 Page 7 of 8 EXHIBIT "B" BID SUMMARY - INFORMAL BID ITEMS 20 Allied Fire 2368 Fire Sprinklers $41,600.00 $16,340.00 $1,200.00 $6,700.00 21 Mauck Metal 2369 Metal Wall Panels $62,470.00 0 $19,529 $52,000.00 22 Henley & Company 2370 EIFS $8,025.00 0 0 0 23 Izmirian Roofing & Sheet Metal 2371 Sheet Metal 0 0 0 $4,118.00 Total $674,476.14 $220,704.00 $61,311.57 $114,599.96 Staff Report Subject: NEW FIRE STATION 61, ENGINEERING FILE NO. 51-13232-9921 PROJECT NO. PB-04-1 Page 8 of 8 EXHIBIT "C" BID SUMMARY -FORMAL BID ITEMS ITE M CONTRACTOR'S NAME BID DESCRIPTION BASE BID ALTERNATE ALTERNATE ALTERNATE NO. (APPARENT LOW BIDDER) NUMBER BID #1 BID #2 BID #3 1 Hurricane Hauling & Demolition 2372 Demolition $6,550.00 $3,750.00 0 $975.00 2 Andreini Brothers 2373 Earthwork $225,896.24 0 0 0 3 H~?~rd Concrete 2374 Concrete $56,250.00 0 0 $13,660.00 4 Boyett Construction 2375 Framing-Metal $61,538.00 $10,815.00 0 0 5 Boyett Construction 2375 Framing-Wood $68,192.00 0 $17,166.00 $65,807.00 6 Ashland Glass & Millwork 2376 Cabinetry/Casework $29,182.00 $23,619.00 0 0 Sun Valley Doors & Windows, 7 Inc. 2377 Doors & Hardware $66,467.00 $65,280.00 0 $9,925.00 8 Pinnacle DB, Inc. 2378 Appliances & Equipment $153,163.00 0 0 0 9 Western Allied Mechnical, Inc. 2379 HVAC $109,620.00 $101,600.00 0 0 10 Pribuss Engineering, Inc. 2380 Plumbing $227,500.00 $15,600.00 $750.00 $11,150.00 11 Redwood City Electric 2381 Electrical $287,775.00 $102,160.00 $500.00 $35,300.00 Total $1~292~133.24 $322,824.00 $18,416.00 $136,817.00 Staff Report AGENDA ITEM 4A DATE: TO: FROM: SUBJECT: May 25, 2005 The Honorable Mayor and City Council Steven T. Mattas, City Attorney Adoption of Ordinance Previously Introduced RECOMMENDATION: Adopt an Ordinance approving an amendment to the Redevelopment Plan for the Downtown/Central Redevelopment Project Area to add new telTitory, extend time limits for eminent domain proceedings and fiscally merge the Downtown/Central Project Area, the E1 Camino Corridor Redevelopment Project Area, the Gateway Redevelopment Project Area and the U.S. Steel/Shearwater Redevelopment Project Area. BACKGROUND/DISCUS SION: Council has previously waived reading and introduced the following Ordinance. The Ordinance is now ready for adoption. AN ORDINANCE APPROVING AND ADOPTING AN AMENDMENT TO THE REDEVELOPMENT PLAN FOR THE DOWNTOWN/CENTRAL REDEVELOPMENT PROJECT AREA TO ADD NEW TERRITORY, EXTEND TIME LIMITS FOR EMINENT DOMAIN PROCEEDINGS AND FISCALLY MERGE THE DOWNTOWN/CENTRAL PROJECT AREA, THE EL CAMINO CORRIDOR REDEVELOPMENT PROJECT AREA, THE GATEWAY REDEVELOPMENT PROJECT AREA AND THE U.S. STEEL/SHEARWATER REDEVELOPMENT PROJECT AREA (Introduced 5-11-05, 5-0 Vote) S~e-ven T. l~attas, City Attorney Ban-y M. Nagel, d y_.mi h' er ORDINANCE NO. 2005- AN ORDINANCE APPROVING AND ADOPTING AN AMENDMENT TO THE REDEVELOPMENT PLAN FOR THE DOWNTOWN/CENTILAL REDEVELOPMENT PROJECT AREA TO ADD NEW TERRITORY, EXTEND TIME LIMITS FOR EMINENT DOMAIN PROCEEDINGS AND FISCALLY MERGE THE DOWNTOWN/CENTRAL PROJECT AREA, THE EL CAMINO REDEVELOPMENT PROJECT AREA, THE REDEVELOPMENT PROJECT AREA AND STEEL/SHEARWATER REDEVELOPMENT CORRIDOR GATEWAY THE U.S. PROJECT WHEREAS, the City Council of the City of South San Francisco ("City Council") approved and adopted the Redevelopment Plan ("Redevelopment Plan") for the Downtown/Central Redevelopment Project Area ("Project Area") by Ordinance No. 1056-89 adopted on July 12, 1989; and WHEREAS, on November 9, 1994, the City Council adopted Ordinance No. 1152-94 to amend the Redevelopment Plan by amending certain time limitations in accordance with AB 1290; and WHEREAS, in March 2004, the City Council adopted Ordinance No. 1337-2004 extending certain time limitations in accordance with SB 1045; and WHEREAS, the City Council has received from the Redevelopment Agency of the City of South San Francisco (the "Agency") a proposed amendment to the Redevelopment Plan (the "Amendment"), a copy of which is attached to this Ordinance as Exhibit A; and WHEREAS, the Amendment provides for (i) the addition of certain territory to the Project Area as described in Exhibit 1 to the Amendment (the "Added Area"), (ii) the extension of time limits for the use of eminent domain proceedings to acquire nonresidential property, (iii) the fiscal merger of the Project Area with the E1 Camino Corridor Redevelopment Project Area, the Gateway Redevelopment Project Area and the U.S. Steel/Shearwater Redevelopment Project Area in order to pool tax increment revenue from the four project areas and establish a unified bonded indebtedness limit for the four project areas while retaining the separate identity of each project area for other purposes; and WHEREAS, adoption of the Amendment is necessary to provide the Agency, the City and the South San Francisco community with additional financial and legal resources to expand and complete the redevelopment program in the Project Area through activities such as development of public improvements, revitalization of commercial and industrial areas, land assembly and disposition for redevelopment, provision of financial and other assistance to property owners for redevelopment of their property, and the provision of assistance in the development, preservation, acquisition and rehabilitation of affordable housing; and WHEREAS, as set forth in City Council Resolution __ and Agency Resolution __., each adopted on March 9, 2005, the City Council and the Agency have each determined that establishment of a Project Area Committee is not required because the Amendment does not authorize use of eminent domain for property on which persons reside 'and does not provide for the development of public projects that will cause displacement of a substantial number of low- and moderate-income households; and WHEREAS, as set forth in City Council Resolution __ and Agency Resolution , the City Council and the Agency have each determined that (i) the fiscal merger is exempt from CEQA pursuant to CEQA Guidelines Section 15061(b)(3), and (ii) the potential environmental effects of the Amendment have been analyzed in previously certified Environmental Impact Reports, and no new projects are proposed, no new impacts have been identified, there are no substantial changes in the circumstances under which the prior EIRs were certified, and there is no new information that was unavailable at the time the prior EIRs were certified; and WHEREAS, the City Planning Commission (the "Planning Commission") has reviewed the Amendment, has found that the Amendment conforms to the City's General Plan and has recommended the approval and adoption of the Amendment; and WHEREAS, the City Council and the Agency conducted a joint public heating on May 27, 2005, concerning adoption of the Amendment; and WHEREAS, notice of the public heating was published in a newspaper of general circulation in San Mateo County once per week for four weeks prior to the date of the heating, and a copy of such notice and affidavit of publication are on file with the City Clerk and Secretary of the Agency; and WHEREAS, notice of the public heating together with a statement concerning acquisition of property by the Agency was sent by first class mail to the last known address of each assessee of each parcel of land in the existing Project Area and the Added Area, as shown on the last equalized assessment roll for the County of San Mateo; and WHEREAS, notice of the public heating was sent by first class mail to all residents and businesses within the existing Project Area and the Added Area; WHEREAS, notice of the public heating was sent by certified mail, return receipt requested to the governing body of each taxing agency that receives taxes from property in the existing Project Area and the Added Area; and WHEREAS, the Agency has prepared a Report to Council in compliance with the requirements of Community Redevelopment Law (Health & Safety Code Section 33000 et seq.) and a Supplement to such Report, which Report and Supplement are on file with the City Clerk and the Agency Secretary, and are hereby incorporated herein by reference; and WHEREAS, the City Council has evaluated the Agency's Report to Council, the Supplement, and the report and recommendations of the Planning Commission, has provided an opportunity for all persons to be heard, and has received and considered all evidence and testimony for and against the adoption of the Amendment, and the City Council has, by Resolution No. ., adopted written findings ("Findings") in response to each written objection received from an affected property owner or taxing entity; and WHEREAS, the Agency and the City Council have complied with all requirements of Community Redevelopment Law in connection with the consideration and adoption of the Amendment. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO DOES ORDAIN AS FOLLOWS: Section 1. Purpose and Intent. The purpose and intent of the City Council with respect to the Amendment are: (i) to add the Added Area to the Project Area, (ii) to extend the time limitation for acquisition of nonresidential property in the existing Project Area and to establish such authority in the Added Area, (iii) to fiscally merge the City's four project areas in order to pool tax increment revenue from the four project areas and establish a unified bonded indebtedness limit for the four project areas while retaining the separate identity of each project area for other purposes, and (iv) to accomplish to the greatest extent possible (a) the elimination of blight in the existing Project Area and the Added Area, and (b) the expansion and completion of the redevelopment program in the existing Project Area and the Added Area through the development of public improvements, the revitalization of commercial and industrial properties, land assembly and disposition for redevelopment, the provision of financial and other assistance to property owners for redevelopment of their property, the development, preservation, acquisition and rehabilitation of affordable housing, the expansion of employment opportunities, and the promotion of private sector investment in the existing Project Area and the Added Area. Section 2. Findings and Determinations. In accordance with Health and Safety Code Sections 33354.6(a), 33367 and 33457.1, and based upon the evidence contained in the Report to Council, the Findings and other documents prepared in connection with the Amendment adoption process, and the evidence presented at the public heating, the City Council hereby finds and determines that: The existing Project Area continues to be characterized by blighting conditions as documented in Section II of the Report to Council prepared for the Amendment and in the Report to Council prepared in connection with the original adoption of the Redevelopment Plan. bo do The Added Area is a blighted area, the redevelopment of which is necessary to effectuate the public purposes of the Community Redevelopment Law, and the inclusion of the Added Area is consistent with the goals and objectives of the existing redevelopment project. This finding is based on the following, which are detailed in Section II of the Report to Council: Significant earthquake, flooding, environmental and development hazards exist in the Added Area. The Added Area is characterized by a lack of adequate public improvements and utilities. The Added Area includes buildings in deteriorated condition which are potentially hazardous. ° The Added Area is characterized by soil conditions and environmental hazards that may prevent or substantially hinder the economically viable reuse of land. The blighted conditions in the existing Project Area and the Added Area are so prevalent and so substantial that they cause a reduction of or lack of proper utilization of the area to such an extent that they constitute a serious physical and economic burden on the community which cannot reasonably be expected to be reversed or alleviated by private enterprise or governmental action, or both, without redevelopment. This finding is based in part on the facts that governmental action available to the City without redevelopment would be insufficient to cause any significant correction of the blighting conditions, and that the nature and cost of the improvements necessary to eradicate such blight are beyond the capacity of the City and private enterprise acting alone or in concert without redevelopment. The Amendment will facilitate the redevelopment of the Added Area and the existing Project Area in conformity with the Community Redevelopment Law and in the interests of the public peace, health, safety and welfare. This finding is supported by the fact that redevelopment of the existing Project Area and the Added Area as contemplated by the Redevelopment Plan as amended by the Amendment will implement the objectives of the Community Redevelopment Law by aiding in the elimination and correction of the conditions of blight in the existing Project Area and the Added Area; providing for planning, development, redesign, clearance, reconstruction or rehabilitation of properties which need improvement; providing affordable housing, including housing for low- and moderate-income persons; providing additional employment opportunities; facilitating private investment; and providing for more beneficial use of under-utilized land. The adoption and carrying out of the Amendment is economically sound and feasible. This finding is based in part on the fact that under the Redevelopment Plan, as proposed to be amended, the Agency will be authorized to seek and utilize a variety of potential financing resources, including tax increments and that no public redevelopment activity will be undertaken unless the Agency can demonstrate that it has adequate revenue to finance the activity. The Report to Council further documents the economic feasibility of the Amendment and related undertakings. The Amendment is consistent with the General Plan of the City including, without limitation the Housing Element of the General Plan, which substantially complies with the requirements of Article 10.6 (commencing with Section 65580) of Chapter 3 of Division 1 of Title 7 of the Government Code. This finding is based upon the report of the Planning Commission that the Amendment conforms to the General Plan of the City of South San Francisco. go The carrying out of the Amendment will promote the public peace, health, safety and welfare of the City and will effectuate the purposes and policies of the Community Redevelopment Law. This finding is based on the fact that redevelopment as contemplated by the Redevelopment Plan, as amended by the Amendment, will benefit the existing Project Area and the Added Area by correcting conditions of blight and by coordinating public and private actions to stimulate development, contribute toward needed public improvements and improve the social, economic, and physical conditions of the existing Project Area and the Added Area. The condemnation of nonresidential real property as provided for in the Redevelopment Plan as amended by the Amendment, is necessary to the execution of the Redevelopment Plan, and adequate provisions have been made for payment for property to be acquired as provided by law. This finding is based upon the need to ensure that the provisions of the Redevelopment plan as amended by the Amendment will be carried out and the need to prevent the recurrence of blight. The Agency has a feasible method and plan for the relocation of families and persons who may be temporarily or permanently displaced from housing facilities in the existing Project Area or the Added Area. This finding is based upon the fact that the City Council and the Agency recognize that the provisions of Government Code Section 7260 et seq. would apply in the event of relocation resulting from the Agency's implementation of the Redevelopment Plan as amended by the Amendment. The City Council finds and determines that the provision of relocation assistance according to the Agency's adopted Relocation Guidelines and applicable law constitutes a feasible relocation method. ko There are, or will be provided within the Added Area, the existing Project Area or in other areas not generally less desirable with regard to public utilities and public and commercial facilities and at rents or prices within the financial means of the families and persons who may be displaced from the existing Project Area or the Added Area, decent, safe, and sanitary dwellings equal in number to the number of and available to such displaced families and persons and reasonably accessible to their places of employment. This finding is based in part on the fact that no person or family will be required by the Agency to move from any dwelling unit in the Existing Project Area or the Added Area until suitable replacement housing is available according to law. Families and persons shall not be displaced prior to adoption of a relocation plan pursuant to Health and Safety Code Section 33411 and 33411.1. Dwelling units housing persons and families of low or moderate income shall not be removed or destroyed prior to the adoption of a replacement housing plan pursuant to Health and Safety Code Sections 33334.5, 33413 and 33413.5. This finding is based in part on the fact that the Agency shall displace no families or persons nor remove or destroy dwelling units housing persons and families of low or moderate incomes unless and until relocation assistance as required by law is provided. All noncontiguous areas of the Project Area, as amended to include the Added Area are either blighted or necessary for effective redevelopment, and are not included for the purpose of obtaining the allocation of taxes from the area pursuant to Health and Safety Code Section 33670 without other substantial justification for their inclusion. This finding is based in part upon the fact that the boundaries of the Added Area were chosen to be added to the existing Project Area as a unified and consistent whole to include lands that are underutilized because of blighting influences or that are affected by the existence of blighting influences and conditions that significantly contribute to blight conditions as reflected in the Report to Council, and whose inclusion is necessary to accomplish the objectives and benefits of the Amendment. Inclusion of any lands, buildings, or improvements which are not detrimental to the public health, safety, or welfare is necessary for the effective redevelopment of the area of which they are a part, and any such areas included are necessary for effective redevelopment and are not included for the purpose of obtaining the allocation of tax increment revenues from such areas pursuant to Health and Safety Code Section 33670 without other substantial justification for their inclusion. This finding is based in part upon the fact that the inclusion of lands, buildings or improvements within the Added Area is necessary in order to (i) eliminate underutilized, stagnant and unproductive conditions of land; (ii) eliminate deteriorated structures; (iii) eliminate inadequate or deteriorated public improvements, facilities and utilities; (iv) provide affordable housing, including housing for low-and moderate-income persons; and (v) provide employment opportunities. no The elimination of blight and the redevelopment of the existing Project Area and the Added Area could not be reasonably expected to be accomplished by private enterprise acting alone without the aid and assistance of the Agency. This finding is based upon the existence of blighting influences, including the lack of adequate public improvements and facilities, structural deficiencies, dilapidation and deterioration, factors that hinder economically viable use, and the inability of individual developers to economically remove these blighting influences without public assistance to acquire and assemble sites for development as detailed in the record including the Report to Council. The lack of private investment incentive, and the cost of requiring individuals (through assessments or otherwise) to eradicate or significantly alleviate such blighting conditions, and the inadequacy of other governmental programs and financing mechanisms to eradicate or significantly eliminate such blighting conditions, make elimination of blight in the existing Project Area and the Added Area infeasible without the aid and assistance of the Agency under the Amendment and the Community Redevelopment Act. Oo The Added Area is predominantly urbanized, as defined in Subdivision (b) of Section 33320.1 of the Health and Safety Code. This finding is based on the fact as set forth in the Report to Council that 97% of the Added Area has been developed for urban uses and is an integral part of an area developed for urban uses which is surrounded or substantially surrounded by parcels which have been or are developed for urban uses. The time limitations and the limitation on taxes that may be allocated to the Agency as set forth in the Redevelopment Plan as amended by the Amendment are reasonably related to the proposed projects to be implemented in the existing Project Area and the Added Area and to the ability of the Agency to eliminate blight within the existing Project Area and the Added Area. This finding is supported by the fact that redevelopment depends in large part, upon private market forces beyond the control of the Agency, and shorter limitations would impair the Agency's ability to be flexible and respond to market conditions as and when appropriate and would impair the Agency's ability to maintain development standards and controls over a period of time sufficient to assure area stabilization. In addition, shorter time limitations would limit the revenue sources and financing capacity necessary to carry out proposed projects in the existing Project Area and the Added Area. The fiscal merger of the Project Area and the City's three other project areas for the purpose of pooling tax increment revenue is authorized by, consistent with, and will serve the legislative policies of, Health and Safety Code Section 33485 et seq., in that such fiscal merger will result in substantial benefit to the public and will contribute to the revitalization of blighted areas through the increased economic vitality of such areas and through increased and improved housing and economic opportunities in or near such areas. Section 3. The City Council is satisfied that if any occupants of the existing Project Area or the Added Area are displaced, permanent housing facilities will be available within three years from the time of such displacement, and that pending the development of such facilities, there will be available to any such displaced occupants adequate temporary housing facilities at rents comparable to those in the community at the time of their displacement. Section 4. The City Council is satisfied that all written objections received before or at the noticed public heating have been responded to in writing In addition, written findings have been adopted in response to each written objection of an affected property owner or taxing entity which has been filed with the City Clerk either before or at the noticed public heating. Following consideration by the City Council, all written and oral objections to the Amendment are hereby overruled. The reasons for overruling all written objections are more fully set forth in the Findings. Section 5. The Redevelopment Plan as originally adopted and previously amended is hereby further amended as set forth in the proposed Amendment attached hereto as Exhibit A and as so amended is hereby designated as the official redevelopment plan for the existing Project Area and the Added Area. Section 6. In order to implement and facilitate the effectuation of the Amendment hereby approved, it may be necessary for the City Council to take certain actions, and accordingly, this City Council hereby: (a) pledges its cooperation in helping to carry out the Redevelopment Plan as amended; (b) requests the various officials, departments, boards and agencies of the City having administrative responsibilities in the Project Area, including the Added Area likewise to cooperate to such end and to exercise their respective functions and powers in a manner consistent with the redevelopment of the existing Project Area and the Added Area in accordance with the Redevelopment Plan as amended; (c) stands ready to consider and take appropriate action upon proposals and measures designed to effectuate the Redevelopment Plan as amended; (d) declares its intention to undertake and complete any proceedings necessary to be carried out by the City under the provisions of the Redevelopment Plan as amended; and (e) may elect to provide, but is not committed to provide, financial assistance in support of implementation of the Redevelopment Plan as amended. Section 7. In accordance with Health and Safety Code Section 33372, the City Clerk is hereby directed to send a certified copy of this Ordinance to the Agency, whereupon the Agency is vested with the responsibility for carrying out the Redevelopment Plan as amended by the Amendment. Section 8. In accordance with Health and Safety Code Section 33373, the City Clerk is hereby directed to record with the San Mateo County Recorder a description of the land within the Added Area and a statement that proceedings for the redevelopment of the Added Area have been instituted under the Community Redevelopment Law. The Agency is hereby directed to effectuate recordation in accordance with Government Code Section 27295, if applicable. Section 9. In accordance with Health and Safety Code Section 33374, the Building Department of the City is hereby directed for a period of two years after adoption of this Ordinance to advise all applicants for building permits within the Added Area that the site for which a building permit is sought for the construction of buildings or for other improvements is within a redevelopment project area. Section 10. In accordance with Health and Safety Code Sections 33457 and 33375, the City Clerk is hereby directed to transmit within thirty days of adoption of this Ordinance, a copy of the description and statement recorded pursuant to Section 8 of this Ordinance, a copy of this Ordinance, and a map or plat indicating the boundaries of the Added Area to the auditor and tax assessor of San Mateo County, to the officer or officers performing the functions of auditor or assessor for any taxing agencies which in levying or collecting taxes do not use the County assessment roll or do not collect taxes through the County, to the governing body of each of the taxing agencies which levies taxes upon any property in the Added Area, and to the State Board of Equalization. Section 11. If any part of this Ordinance or the Amendment is held to be invalid for any reason, such decision shall not affect the validity of the remaining parts of this Ordinance or of the Amendment, and the City Council hereby declares it would have passed the remainder of this Ordinance or approved the remainder of the Amendment without such invalid part. Section 12. Pursuant to the provisions of Government Code Section 36933, a summary of this Ordinance shall be prepared by the City Attorney. At least five (5) days prior to the Council meeting at which this Ordinance is scheduled to be adopted, the City Clerk shall (i) publish the Summary, and (ii) post in the City Clerk's Office a certified copy of this Ordinance. Within fifteen (15) days after the adoption of this Ordinance, the City Clerk shall (a) publish the summary, and (b) post in the City Clerk's Office a certified copy of the full text of this Ordinance along with the names of those City Council members voting for and against this Ordinance. This Ordinance shall become effective thirty (30) days from and after its adoption. Introduced at a regular meeting of the City Council of the City of South San Francisco, held the 27th day of April, 2005. Adopted as an Ordinance of the City of South San Francisco at a regular meeting of the City Council held the day of May, 2005 by the following vote: AYES: NOES: ABSTAIN: ABSENT: As Mayor of the City of South San Francisco, I do hereby approve the foregoing Ordinance this __ day of ,2005. Mayor S :\Current Ord's\4-27-05downtown.central.ord. DOC Exhibit A AMENDMENT TO TIlE REDEVELOPMENT PLAN FOR THE DOWNTOWN/CENTRAL REDEVELOPMENT PROJECT TO ADD TERRITORY, EXTEND EMINENT DOMAIN AUTHORITY AND FISCALLY MERGE PROJECT AREAS SECTION 1. AMENDMENT OF REDEVELOPMENT PLAN. The Redevelopment Plan for the South San Francisco Downtown/Central Redevelopment Project, adopted by Ordinance 1056-89 on July 12, 1989 and subsequently amended (as so amended, the "Downtown Plan" or the "Plan") is hereby amended as set forth in this amendment (this "Amendment"), effective as of the effective date of the ordinance adopting this Amendment. SECTION 2. FISCAL MERGER Part V.F [Section 506] is hereby added to the Downtown Plan to read as follows: F. [Section 506] Fiscal Merger 1. Findings. The fiscal merger of the Downtown/Central Redevelopment Project Area ("Downtown/Central Project Area") and the City's three other project areas for the purpose of pooling tax increment revenue is authorized by, consistent with, and will serve the legislative policies of, Health and Safety Code Section 33485 et seq., in that such fiscal merger will result in substantial benefit to the public and will contribute to the revitalization of blighted areas through the increased economic vitality of such areas and through increased and improved housing and economic opportunities in or near such areas. 2. Fiscal Merger of Project Areas. Pursuant to, and for the purpose of pooling tax increment revenue as described in Health and Safety Code Section 33485 et seq., the Downtown/Central Project Area (as amended) is hereby fiscally merged with the following project areas: a. The project area (the "El Camino Project Area") established and described in the Redevelopment Plan for the E1 Camino Corridor Area Project adopted by the City Council by Ordinance No. 1132-93 (as subsequently amended and restated by Ordinance No. 1270-2000, the "El Camino Plan"). b. The project area (the "Shearwater Project Area") established and described in the Redevelopment Plan for the South San Francisco U.S. Steel Plant Site, adopted by the City Council by Ordinance No. 996-86 (as subsequently amended, the "Shearwater Plan"). c. The project area (the "Gateway Project Area") established and described in the Redevelopment Plan for the South San Francisco Gateway Redevelopment Project, adopted by the City Council by Ordinance No. 867-81 (as subsequently amended, the "Gateway Plan"). The E1 Camino Project Area, the Downtown/Central Project Area, the Shearwater Project Area and the Gateway Project Area are each referred to herein as a "constituent project area." Except as otherwise stated herein, each reference in this Amendment to a constituent project area shall mean such project area as originally established and as such project area may have been amended to add territory. This section authorizes the taxes attributable to each constituent project area which are allocated to the Agency pursuant to Health and Safety Code Section 33670(b) to be allocated for redevelopment in any of the constituent project areas for the purpose of paying the principal of, and interest on, indebtedness incurred by the Agency to finance or refinance, in whole or in part, the redevelopment project in any of the constituent project areas; except that any such taxes attributable to a particular constituent project area shall first be used to pay indebtedness in compliance with the terms of any bond resolution or other agreement pledging such taxes from that particular constituent project area which resolution or other agreement was adopted or approved by the Agency prior to the fiscal merger of the constituent project areas. Except as otherwise noted in this Section, tax increment revenue attributable to each constituent project area may be used for any lawful purpose in any of the constituent project areas. 3. Bonded Indebtedness Limit. Notwithstanding anything to the contrary set forth in Section 503 of the Plan, in accordance with Health and Safety Code Section 33334.1, the amount of bonded indebtedness to be repaid in whole or in part from the combined allocation of taxes to the Agency pursuant to Health and Safety Code Section 33670 from all of the constituent project areas (with the exception of the Added Area defined in Section 200 below) which in the aggregate can be outstanding at any one time shall not exceed $232,650,000 in principal amount, except by amendment of this Plan and the redevelopment plans for the other constituent project areas. With respect to the Added Area, the foregoing limitation on outstanding bonded indebtedness shall be $15,000,000. 4. Allocation of Tax Increment. Notwithstanding anything to the contrary set forth in Section 502 of the Plan, the taxes attributable to the constituent project areas that may be and are so allocated to the Agency pursuant to Health and Safety Code Section 33670(b) after the effective date of this Amendment shall not exceed a cumulative total equal to the sum of the individual limits on the allocation of taxes to the Agency as set forth in the redevelopment plans for each constituent project area, except by amendment of this Plan and the redevelopment plans for the other constituent project areas. The foregoing limitation on the allocation of taxes to the Agency shall not apply to the Added Area because the Added Area is not subject to a limitation on the allocation of taxes to the Agency. SECTION 3. ACQUISITION OF REAL PROPERTY 3.1. The third paragraph of Part III.C [Section 308] of the Plan is hereby replaced in its entirety with the following: The Agency must commence eminent domain proceedings with respect to any property which it intends to acquire by such means within twelve years of the effective date of this Amendment. This time limit for commencement of eminent domain proceedings may be extended only by amendment of the Plan. Notwithstanding anything to the contrary in this Section 308, the Agency will not exercise the power of eminent domain to acquire property on which persons reside. SECTION 4. ADDED AREA Part II [Section 200] is amended to add the following: The Project Area is amended to add the real property (the "Added Area") described on the map and legal description shown and described in Exhibit 1 attached hereto and incorporated herein by reference. SECTION 5. DURATION OF THIS PLAN PART VIII is amended to add the following: The following applies to the Added Area: Except for any other authority in excess of the following limits that may from time to time be granted by statute (which authority shall be deemed to be incorporated into the provisions of the Plan by this reference and shall supersede the following limits): 1. The time limit with respect to the Added Area on the establishment of loans, advances, and indebtedness shall be the date which is 20 years from the date of adoption of the ordinance amending the Plan to add the Added Area, unless the Plan is further amended as permitted by law. Loans, advances, or indebtedness may be repaid over a period of time beyond this time limit, subject to the provisions of paragraph 3 below. This limit shall not prevent the Agency from incurring debt to be paid from the Low and Moderate Income Housing Fund or from establishing debt to fulfill the Agency's housing obligations under Health and Safety Code Section 33413. This limit shall not prevent the Agency from refinancing, refunding, or restructuring indebtedness after the time limit if the indebtedness is not increased and the time during which the indebtedness is to be repaid is not extended beyond the time limit set forth in paragraph 3 below. 2. The effectiveness of the Plan with respect to the Added Area (including, without limitation, the effectiveness of the Agency' s land use controls for the Added Area) shall terminate on the date which is 30 years from the date of adoption of the ordinance amending the Plan to add the Added Area. After expiration of this time limit on the effectiveness of the Plan with respect to the Added Area, the Agency shall have no authority to act pursuant to the Plan with respect to the Added Area, except to pay previously incurred indebtedness, to enforce existing covenants, contracts, or other obligations, and to complete any unfulfilled obligations under Health and Safety Code Section 33413. 3. The Agency shall not pay indebtedness or receive property taxes pursuant to Health and Safety Code Section 33670 with respect to the Added Area after the date which is 45 years from the date of adoption of the ordinance amending the Plan to add the Added Area. SECTION 6. EFFECT OF AMENDMENT All provisions of the Plan not specifically amended or repealed in this Amendment shall continue in full force and effect. SECTION 7. SEVERABILITY If any provision of this Amendment or the application thereof to any person or circumstance is held invalid, the remainder of this Amendment, including the application of such part or provision to other persons or circumstances shall not be affected thereby and shall continue in full force and effect. To this end, provisions of this Amendment are severable. The City Council of the City of South San Francisco hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause, or phrase hereof irrespective of the fact that any one or more sections, subsections, subdivisions, paragraphs, sentences, clauses, or phrases be held unconstitutional, invalid, or unenforceable. Exhibit 1 MAP AND LEGAL DESCRIPTION OF ADDED AREA (Attach map and legal description of property to be added to Project Area.) Staff Report .4 GEND.4 ITEM 4B DATE: May 25, 2005 TO: The Honorable Mayor and City Council FROM: Steven T. Mattas, City Attorney SUBJECT: Adoption of Ordinance Previously Introduced RECOMMENDATION: Adopt an Ordinance approving an amendment to the Redevelopment Plan for the E1 Camino Corridor Redevelopment Project Area to fiscally merge the E1 Camino Corridor Project Area with the Downtown/Central Project Area, the Gateway Redevelopment Project Area, and the U.S. Steel/Shearwater Redevelopment Project Area. BACKGROUND/DISCUSSION: Council has previously waived reading and introduced the following Ordinance. The Ordinance is now ready for adoption. AN ORDINANCE APPROVING AND ADOPTING AN AMENDMENT TO THE REDEVELOPMENT PLAN FOR THE EL CAMINO CORRIDOR REDEVELOPMENT PROJECT AREA TO FISCALLY MERGE THE EL CAMINO CORRIDOR PROJECT AREA ~7ITH THE DOWNTOWN/CENTRAL PROJECT AREA, THE GATEWAY REDEVELOPMENT PROJECT AREA, AND THE U.S. STEEL/SHEARWATER REDEVELOPMENT PROJECT AREA (Introduced 5-11-05, 5-0 Vote) By: t ~~k/ ~' "' "- Steven T. I~attas, City Attorney Barry M. Nagel, c~Y'Mana~r ORDINANCE NO. 2005- CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA AN ORDINANCE APPROVING AND ADOPTING AN AMENDMENT TO THE REDEVELOPMENT PLAN FOR THE EL CAMINO CORRIDOR REDEVELOPMENT PROJECT AREA TO FISCALLY MERGE THE EL CAMINO CORRIDOR PROJECT AREA WITH THE DOWNTOWN/CENTRAL PROJECT AREA, THE GATEWAY REDEVELOPMENT PROJECT AREA, AND THE U.S. STEEL/SHEARWATER REDEVELOPMENT PROJECT ARF, A WHEREAS, the City Council of the City of South San Francisco ("City Council") approved and adopted the Redevelopment Plan (the "El Camino Plan") for the E1 Camino Corridor Redevelopment Project Area (the "Project Area") by Ordinance No. 1132-93 adopted on June 9, 1993; and WHEREAS, on November 9, 1994, the City Council adopted Ordinance No. 1150-94 which amended the E1 Camino Plan by amending certain time limitations in accordance with AB 1290; and WHEREAS, on June 28, 2000, the City Council adopted Ordinance No. 1270- 2000 which added territory to the Project Area and adopted the Amended and Restated Plan for the Project Area (hereafter the "Redevelopment Plan"); and WHEREAS, the Redevelopment Plan was further amended in March 2004 by adoption of Ordinance 1337-2004 extending certain time limitations in accordance with SB 1045; and WHEREAS, the City Council has received from the Redevelopment Agency of the City of South San Francisco (the "Agency") a proposed amendment to the Redevelopment Plan (the "Amendment"), a copy of which is attached to this Ordinance as Exhibit A; and WHEREAS, the Amendment provides for (i) the extension of time limits for the use of eminent domain proceedings to acquire nonresidential property in the original Project Area, and (ii) the fiscal merger of the Project Area with the Downtown/Central Redevelopment Project Area, the Gateway Project Area and the U.S. Steel/Shearwater Redevelopment Project Area in order to pool tax increment revenue from the four project areas and establish a unified bonded indebtedness limit for the four project areas while retaining the separate identity of each project area for other purposes; and WHEREAS, adoption of the Amendment is necessary to provide the Agency, the City and the South San Francisco community with additional financial and legal resources to expand and complete the redevelopment program in the Project Area through activities such as development of public improvements, revitalization of commercial and industrial areas, land assembly and disposition for redevelopment, provision of financial and other assistance to property owners for redevelopment of their property, and the provision of assistance in the development, preservation, acquisition and rehabilitation of affordable housing; and WHEREAS, as set forth in City Council Resolution 23-2005 and Agency Resolution 04-2005, each adopted on March 9, 2005, the City Council and the Agency have each determined that establishment of a Project Area Committee is not required because the Amendment does not authorize use of eminent domain for property on which persons reside and does not provide for the development of public projects that will cause displacement of a substantial number of low- and moderate-income households; and WHEREAS, as set forth in City Council Resolution 23-2005 and Agency Resolution 04-2005, the City Council and the Agency have each determined that (i) the fiscal merger is exempt from CEQA pursuant to CEQA Guidelines Section 15061(b)(3), and (ii) the potential environmental effects of the Amendment have been analyzed in previously certified Environmental Impact Reports, and no new projects are proposed, no new impacts have been identified, there are no substantial changes in the circumstances under which the prior EIRs were certified, and there is no new information that was unavailable at the time the prior EIRs were certified; and WHEREAS, the City Planning Commission (the "Planning Commission") has reviewed the Amendment, has found that the Amendment conforms to the City's General Plan and has recommended the approval and adoption of the Amendment; and WHEREAS, the City Council and the Agency conducted a joint public hearing on May 27, 2005, concerning adoption of the Amendment; and WHEREAS, notice of the public heating was published in a newspaper of general circulation in San Mateo County once per week for four weeks prior to the date of the heating, and a copy of such notice and affidavit of publication are on file with the City Clerk and Secretary of the Agency; and WHEREAS, notice of the public hearing together with a statement concerning acquisition of property by the Agency was sent by first class mail to the last known address of each assessee of each parcel of land in the Project Area, as shown on the last equalized assessment roll for the County of San Mateo; and WHEREAS, notice of the public heating was sent by first class mail to all residents and businesses within the Project Area; and WHEREAS, notice of the public heating was sent by certified mail, return receipt requested to the governing body of each taxing agency that receives taxes from property in the Project Area; and WHEREAS, the Agency has prepared a Report to Council in compliance with the requirements of Community Redevelopment Law (Health & Safety Code Section 33000 et seq.) and a Supplement to such Report, which Report and Supplement are on file with the City Clerk and the Agency Secretary, and are hereby incorporated herein by reference; and WHEREAS, the City Council has evaluated the Agency's Report to Council, the Supplement, and the report and recommendations of the Planning Commission, has provided an opportunity for all persons to be heard, and has received and considered all evidence and testimony for and against the adoption of the Amendment, and the City Council has, by Resolution No.__., adopted written findings ("Findings") in response to each written objection received from an affected property owner or taxing entity; and WHEREAS, the Agency and the City Council have complied with all requirements of Community Redevelopment Law in connection with the consideration and adoption of the Amendment. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO DOES ORDAIN AS FOLLOWS: Section 1. Purpose and Intent. The purpose and intent of the City Council with respect to the Amendment are: (i) to fiscally merge the City's four project areas in order to pool tax increment revenue from the four project areas and establish a unified bonded indebtedness limit for the four project areas while retaining the separate identity of each project area for other purposes, (ii) to extend the time limitation for acquisition of nonresidential property in the original Project Area, and (iii) to accomplish to the greatest extent possible (a) the elimination of blight in the Project Area, and (b) the expansion and completion of the redevelopment program in the Project Area through the development of public improvements, the revitalization of commercial and industrial properties, land assembly and disposition for redevelopment, the provision of financial and other assistance to property owners for redevelopment of their property, the development, preservation, acquisition and rehabilitation of affordable housing, the expansion of employment opportunities, and the promotion of private sector investment in the Project Area. Section 2. Findings and Determinations. In accordance with Health and Safety Code Sections 33354.6(a), 33367 and 33457.1, and based upon the evidence contained in the Report to Council, the Findings and other documents prepared in connection with the Amendment adoption process, and the evidence presented at the public heating, the City Council hereby finds and determines that: The Project Area continues to be characterized by blighting conditions as documented Section II of the Report to Council prepared for the Amendment and in the Reports to Council prepared in connection with the original adoption of the E1 Camino Plan and the Redevelopment Plan. bo Co eo The blighted conditions in the Project Area are so prevalent and so substantial that they cause a reduction of or lack of proper utilization of the area to such an extent that they constitute a serious physical and economic burden on the community which cannot reasonably be expected to be reversed or alleviated by private enterprise or governmental action, or both, without redevelopment. This finding is based in part on the facts that governmental action available to the City without redevelopment would be insufficient to cause any significant correction of the blighting conditions, and that the nature and cost of the improvements necessary to eradicate such blight are beyond the capacity of the City and private enterprise acting alone or in concert without redevelopment. The Amendment will facilitate the redevelopment of the Project Area in conformity with the Community Redevelopment Law and in the interests of the public peace, health, safety and welfare. This finding is supported by the fact that redevelopment of the Project Area as contemplated by the Redevelopment Plan as amended by the Amendment will implement the objectives of the Community Redevelopment Law by aiding in the elimination and correction of the conditions of blight in the Project Area; providing for planning, development, redesign, clearance, reconstruction or rehabilitation of properties which need improvement; providing affordable housing, including housing for low- and moderate-income persons; providing additional employment opportunities; facilitating private investment; and providing for more beneficial use of under-utilized land. The adoption and carrying out of the Amendment is economically sound and feasible. This finding is based in part on the fact that under the Redevelopment Plan, as proposed to be amended, the Agency will be authorized to seek and utilize a variety of potential financing resources, including tax increments and that no public redevelopment activity will be undertaken unless the Agency can demonstrate that it has adequate revenue to finance the activity. The Report to Council further documents the economic feasibility of the Amendment and related undertakings. The Amendment is consistent with the General Plan of the City including, without limitation the Housing Element of the General Plan, which substantially complies with the requirements of Article 10.6 (commencing with Section 65580) of Chapter 3 of Division 1 of Title 7 of the Government Code. This finding is based upon the report of the Planning Commission that the Amendment conforms to the General Plan of the City of South San Francisco. The carrying out of the Amendment will promote the public peace, health, safety and welfare of the City and will effectuate the purposes and policies of the Community Redevelopment Law. This finding is based on the fact that redevelopment as contemplated by the Redevelopment Plan, as ho amended by the Amendment, will benefit the Project Area by correcting conditions of blight and by coordinating public and private actions to stimulate development, contribute toward needed public improvements and improve the social, economic, and physical conditions of the Project Area. The Agency has a feasible method and plan for the relocation of families and persons who may be temporarily or permanently displaced from housing facilities in the Project Area. This finding is based upon the fact that the City Council and the Agency recognize that the provisions of Government Code Section 7260 et seq. would apply in the event of relocation resulting from the Agency's implementation of the Redevelopment Plan as amended by the Amendment. The City Council finds and determines that the provision of relocation assistance according to the Agency's adopted Relocation Guidelines and applicable law constitutes a feasible relocation method. There are, or will be provided within the Project Area or in other areas not generally less desirable with regard to public utilities and public and commercial facilities and at rents or prices within the financial means of the families and persons who may be displaced from the Project Area, decent, safe, and sanitary dwellings equal in number to the number of and available to such displaced families and persons and reasonably accessible to their places of employment. This finding is based in part on the fact that no person or family will be required by the Agency to move from any dwelling unit in the Project Area until suitable replacement housing is available according to law. Families and persons shall not be displaced prior to adoption of a relocation plan pursuant to Health and Safety Code Section 33411 and 33411.1. Dwelling units housing persons and families of low or moderate income shall not be removed or destroyed prior to the adoption of a replacement housing plan pursuant to Health and Safety Code Sections 33334.5, 33413 and 33413.5. This finding is based in part on the fact that the Agency shall displace no families or persons nor remove or destroy dwelling units housing persons and families of low or moderate incomes unless and until relocation assistance as required by law is provided. The elimination of blight and the redevelopment of the Project Area could not be reasonably expected to be accomplished by private enterprise acting alone without the aid and assistance of the Agency. This finding is based upon the existence of blighting influences, including the lack of adequate public improvements and facilities, structural deficiencies, dilapidation and deterioration, factors that hinder economically viable use, and the inability of individual developers to economically remove these blighting influences without public assistance to acquire and assemble sites for development as detailed in the record including the Report to Council. The lack of private investment incentive, and the cost of requiring individuals (through assessments or otherwise) to eradicate or significantly alleviate such blighting conditions, and the inadequacy of other governmental programs and financing mechanisms to eradicate or significantly eliminate such blighting conditions, make elimination of blight in the Project Area infeasible without the aid and assistance of the Agency under the Amendment and the Community Redevelopment Act. The time limitations and the limitation on taxes that may be allocated to the Agency as set forth in the Redevelopment Plan as amended by the Amendment are reasonably related to the proposed projects to be implemented in the Project Area and to the ability of the Agency to eliminate blight within the Project Area. This finding is supported by the fact that redevelopment depends in large part, upon private market forces beyond the control of the Agency, and shorter limitations would impair the Agency's ability to be flexible and respond to market conditions as and when appropriate and would impair the Agency's ability to maintain development standards and controls over a period of time sufficient to assure area stabilization. In addition, shorter time limitations would limit the revenue sources and financing capacity necessary to carry out proposed projects in the Project Area. The fiscal merger of the Project Area and the City's three other project areas for the purpose of pooling tax increment revenue is authorized by, consistent with, and will serve the legislative policies of, Health and Safety Code Section 33485 et seq., in that such fiscal merger will result in substantial benefit to the public and will contribute to the revitalization of blighted areas through the increased economic vitality of such areas and through increased and improved housing and economic opportunities in or near such areas. The condemnation of nonresidential real property as provided for in the Redevelopment Plan as amended by the Amendment is necessary to the execution of the Redevelopment Plan, and adequate provisions have been made for payment for property to be acquired as provided by law. This finding is based upon the need to ensure that the provisions of the Redevelopment Plan, as amended by the Amendment will be carded out and the need to prevent the recurrence of blight. Section 3. The City Council is satisfied that if any occupants of the Project Area are displaced, permanent housing facilities will be available within three years from the time of such displacement, and that pending the development of such facilities, there wilt be available to any such displaced occupants adequate temporary housing facilities at rents comparable to those in the community at the time of their displacement. Section 4. The City Council is satisfied that all written objections received before or at the noticed public heating have been responded to in writing In addition, written findings have been adopted in response to each written objection of an affected property owner or taxing entity which has been filed with the City Clerk either before or at the noticed public heating. Following consideration by the City Council, all written and oral objections to the Amendment are hereby overruled. The reasons for overruling all written objections are more fully set forth in the Findings. Section 5. The Redevelopment Plan as originally adopted and previously amended is hereby further amended as set forth in the proposed Amendment attached hereto as Exhibit A and as so amended is hereby designated as the official redevelopment plan for the Project Area. Section 6. In order to implement and facilitate the effectuation of the Amendment hereby approved, it may be necessary for the City Council to take certain actions, and accordingly, this City Council hereby: (a) pledges its cooperation in helping to carry out the Redevelopment Plan as amended; (b) requests the various officials, departments, boards and agencies of the City having administrative responsibilities in the Project Area likewise to cooperate to such end and to exercise their respective functions and powers in a manner consistent with the redevelopment of the Project Area in accordance with the Redevelopment Plan as amended; (c) stands ready to consider and take appropriate action upon proposals and measures designed to effectuate the Redevelopment Plan as amended; (d) declares its intention to undertake and complete any proceedings necessary to be carried out by the City under the provisions of the Redevelopment Plan as amended; and (e) may elect to provide, but is not committed to provide, financial assistance in support of implementation of the Redevelopment Plan as amended. Section 7. In accordance with Health and Safety Code Section 33372, the City Clerk is hereby directed to send a certified copy of this Ordinance to the Agency, whereupon the Agency is vested with the responsibility for carrying out the Redevelopment Plan as amended by the Amendment. Section 8. The City Clerk is hereby directed to transmit a certified copy of this Ordinance to the governing body of each of the taxing agencies which levies taxes upon any property in the Project Area. Section 9. If any part of this Ordinance or the Amendment is held to be invalid for any reason, such decision shall not affect the validity of the remaining parts of this Ordinance or of the Amendment, and the City Council hereby declares it would have passed the remainder of this Ordinance or approved the remainder of the Amendment without such invalid part. Section 10. Pursuant to the provisions of Government Code Section 36933, a summary of this Ordinance shall be prepared by the City Attorney. At least five (5) days prior to the Council meeting at which this Ordinance is scheduled to be adopted, the City Clerk shall (i) publish the Summary, and (ii) post in the City Clerk's Office a certified copy of this Ordinance. Within fifteen (15) days after the adoption of this Ordinance, the City Clerk shall (a) publish the summary, and (b) post in the City Clerk's Office a certified copy of the full text of this Ordinance along with the names of those City Council members voting for and against this Ordinance. This Ordinance shall become effective thirty (30) days from and after its adoption. Introduced at a regular meeting of the City Council of the City of South San Francisco, held the 27th day of April, 2005. Adopted as an Ordinance of the City of South San Francisco at a regular meeting of the City Council held the day of May, 2005 by the following vote: AYES: NOES: ABSTAIN: ABSENT: As Mayor of the City of South San Francisco, I do hereby approve the foregoing Ordinance this __ day of ,2005. Mayor S:\Current Ord's\4-27-05Elcamino.corridor.project.area.ord. DOC Exhibit A AMENDMENT TO THE REDEVELOPMENT PLAN FOR THE SOUTH SAN FRANCISCO EL CAMINO CORRIDOR REDEVELOPMENT PROJECT TO EXTEND EMINENT DOMAIN AUTHORITY AND TO FISCALLY MERGE PROJECT AREAS SECTION 1. AMENDMENT OF REDEVELOPMENT PLAN. The Redevelopment Plan for the South San Francisco E1 Camino Corridor Area Project, originally adopted by Ordinance 1132-93 on June 9, 1993 and subsequently amended and restated by Ordinance 1270-2000 adopted on June 28, 2000 (as so amended, the "El Camino Plan" or the "Plan") is hereby amended as set forth in this amendment (this "Amendment"), effective as of the effective date of the ordinance adopting this Amendment. SECTION 2. FISCAL MERGER Part V.H, [Section 508] is hereby added to the E1 Camino Plan to read as follows: H. [Section 508] Fiscal Merger 1. Findings. The fiscal merger of the E1 Camino Redevelopment Project Area ("El Camino Project Area") and the City's three other project areas for the purpose of pooling tax increment revenue is authorized by, consistent with, and will serve the legislative policies of, Health and Safety Code Section 33485 et seq., in that such fiscal merger will result in substantial benefit to the public and will contribute to the revitalization of blighted areas through the increased economic vitality of such areas and through increased and improved housing and economic opportunities in or near such areas. 2. Fiscal Merger of Proiect Areas. Pursuant to, and for the purpose of pooling tax increment revenue as described in Health and Safety Code Section 33485 et seq., the E1 Camino Project Area is hereby fiscally merged with the following project areas: a. The project area (the "Downtown/Central Project Area") established and described in the Redevelopment Plan for the Downtown/Central Redevelopment Project, adopted by the City Council by Ordinance No. 1056-89 (as subsequently amended, the "Downtown/Central Plan"). b. The project area (the "Shearwater Project Area") established and described in the Redevelopment Plan for the South San Francisco U.S. Steel Plant Site, adopted by the City Council by Ordinance No. 996-86 (as subsequently amended, the "Shearwater Plan"). c. The project area (the "Gateway Project Area") established and described in the Redevelopment Plan for the South San Francisco Gateway Redevelopment Project, adopted by the City Council by Ordinance No. 867-81 (as subsequently amended, the "Gateway Plan"). The E1 Camino Project Area, the Downtown/Central Project Area, the Shearwater Project Area and the Gateway Project Area are each referred to herein as a "constituent project area." Except as otherwise stated herein, each reference in this Amendment to a constituent project area shall mean such project area as originally established and as such project area may have been amended to add territory. This section authorizes the taxes attributable to each constituent project area which are allocated to the Agency pursuant to Health and Safety Code Section 33670(b) to be allocated for redevelopment in any of the constituent project areas for the purpose of paying the principal of, and interest on, indebtedness incurred by the Agency to finance or refinance, in whole or in part, the redevelopment project in any of the constituent project areas; except that any such taxes attributable to a particular constituent project area shall first be used to pay indebtedness in compliance with the terms of any bond resolution or other agreement pledging such taxes from that particular constituent project area which resolution or other agreement was adopted or approved by the Agency prior to the fiscal merger of the constituent project areas. Except as otherwise noted in this Section, tax increment revenue attributable to each constituent project area may be used for any lawful purpose in any of the constituent project areas. 3. Bonded Indebtedness Limit. Notwithstanding anything to the contrary set forth in Section 503 of the Plan, in accordance with Health and Safety Code Section 33334.1, the amount of bonded indebtedness to be repaid in whole or in part from the combined allocation of taxes to the Agency pursuant to Health and Safety Code Section 33670 from all of the constituent project areas which in the aggregate can be outstanding at any one time shall not exceed $232,650,000 in principal amount, except by amendment of this Plan and the redevelopment plans for the other constituent project areas; provided however, the foregoing limitation on outstanding bonded indebtedness shall not apply to the territory added to the Downtown/Central Project Area by amendment to the Downtown/ Central Plan adopted concurrently with this Amendment (the "Downtown/Central Added Area") because the Downtown/Central Added Area is subject to a separate limitation on bonded indebtedness. 4. Allocation of Tax Increment. Notwithstanding anything to the contrary set forth in Section 502 of the Plan, the taxes attributable to the constituent project areas that may be and are so allocated to the Agency pursuant to Health and Safety Code Section 33670(b) after the effective date of this Amendment shall not exceed a cumulative total equal to the sum of the individual limits on the allocation of taxes to the Agency as set forth in the redevelopment plans for each constituent project area, except by amendment of this Plan and the redevelopment plans for the other constituent project areas. The foregoing limitation on the allocation of taxes to the Agency shall not apply to the Downtown/Central Added Area because the Downtown/Central Added Area is not subject to a limitation on the allocation of taxes to the Agency. SECTION 3. ACQUISITION OF REAL PROPERTY 3.1. The third paragraph of Part III.C. 1 [Section 308] of the Plan is hereby replaced in its entirety with the following: The Agency must commence eminent domain proceedings with respect to any property which it intends to acquire by such means within twelve years of the effective date of this Amendment; provided however, this Amendment shall not operate to extend the time limit within which the Agency may commence eminent domain proceedings with respect to property that was added to the Project Area by the amendment to the Plan adopted June 28, 2000 by Ordinance No. 1270- 2000 ("Added Territory"). The foregoing time limits for commencement of eminent domain proceedings may be extended only by amendment of the Plan. Notwithstanding anything to the contrary in this Section 308, the Agency will not exercise the power of eminent domain to acquire property on which persons reside except within the Added Territory as permitted pursuant to the Plan. SECTION 4. EFFECT OF AMENDMENT All provisions of the Plan not specifically amended or repealed in this Amendment shall continue in full force and effect. SECTION 5. SEVERABILITY If any provision of this Amendment or the application thereof to any person or circumstance is held invalid, the remainder of this Amendment, including the application of such part or provision to other persons or circumstances shall not be affected thereby and shall continue in full force and effect. To this end, provisions of this Amendment are severable. The City Council of the City of South San Francisco hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause, or phrase hereof irrespective of the fact that any one or more sections, subsections, subdivisions, paragraphs, sentences, clauses, or phrases be held unconstitutional, invalid, or unenforceable. SECTION 6. PUBLICATION AND EFFECTIVE DATE Pursuant to the provisions of Government Code Section 36933, a summary of the ordinance adopting this Amendment shall be prepared by the City Attorney. At least five (5) days prior to the Council meeting at which the Ordinance is scheduled to be adopted, the City Clerk shall (i) publish the Summary, and (ii) post in the City Clerk's Office a certified copy of the Ordinance. Within fifteen (15) days after the adoption of the Ordinance, the City Clerk shall (a) publish the summary, and (b) post in the City Clerk's Office a certified copy of the full text of the Ordinance along with the names of those City Council members voting for and against the Ordinance. The Ordinance shall become effective thirty (30) days from and after its adoption. S:\Current Ord's\4-27-05Elcamino.conSdor.project.area.ord. DOC StaffReport SP. AGENDA ITEM 4C DATE: TO: FROM: SUBJECT: May 25, 2005 The Honorable Mayor and City Council Steven T. Mattas, City Attorney Adoption of Ordinance Previously Introduced RECOMMENDATION: Adopt an Ordinance approving an amendment to the Redevelopment Plan for the U.S. Steel/Shearwater Redevelopment Project Area to fiscally merge the U.S. Steel/Shearwater Redevelopment Project Area with the Downtown/Central Project Area, the E1Camino Corridor Redevelopment Project Area and the Gateway Redevelopment Project Area. BACKGROUND/DISCUSSION: Council has previously waived reading and introduced the following Ordinance. The Ordinance is now ready for adoption. AN ORDINANCE APPROVING AND ADOPTING AN AMENDMENT TO THE REDEVELOPMENT PLAN FOR THE U.S. STEEL/SHEARWATER REDEVELOPMENT PROJECT AREA TO FISCALLY MERGE THE U.S. STEEL/SH~LA_RWATER REDEVELOPMENT PROJECT AREA ~7ITH THE DOWNTOWN/CENTRAL PROJECT AR~EA, THE EL CAMINO CORRIDOR REDEVELOPMENT PROJECT AREA, AND THE GATEWAY REDEVELOPMENT PRQIECT AREA (Introduced 5-11-05, Vote, 5-0) Steven T. Ma~t'~s, City Attorney M. Nagel?City Manager ORDINANCE NO. 2005- AN ORDINANCE APPROVING AND ADOPTING AN AMENDMENT TO THE REDEVELOPMENT PLAN FOR THE U.S. STEEL/SHEARWATER REDEVELOPMENT PRQIECT AREA TO FISCALLY MERGE THE U.S. STEEL/SHEARWATER REDEVELOPMENT PROJECT AR~E,A \¥ITH THE DOWNTOWN/CENTRAL PRQIECT AR~EA, THE EL CAMINO CORRIDOR REDEVELOPMENT PROJECT AREA, AND THE GATEWAY REDEVELOPMENT PROIECT AREA WHEREAS, the City Council of the City of South San Francisco ("City Council") approved and adopted the Redevelopment Plan ("Redevelopment Plan") for the U.S. Steel/Shearwater Redevelopment Project Area ("Project Area") by Ordinance No. 996- 86, adopted on January 8, 1986; and WHEREAS, on November 9, 1994, the City Council adopted Ordinance No. 1151-94 to amend the Redevelopment Plan by amending certain time limitations in accordance with AB 1290; and WHEREAS, the Redevelopment Plan was further amended in March 2004 by adoption of Ordinance -2004 eliminating the deadline for incurring debt incurrence in accordance with SB 211, and by adoption of Ordinance 1337-2004, extending certain time limitations in accordance with SB 1045; and WHEREAS, the City Council has received from the Redevelopment Agency of the City of South San Francisco (the "Agency") a proposed amendment to the Redevelopment Plan (the "Amendment"), a copy of which is attached to this Ordinance as Exhibit A; and WHEREAS, the Amendment provides for the fiscal merger of the Project Area with the E1 Camino Corridor Redevelopment Project Area, the Downtown/Central Redevelopment Project Area and the Gateway Redevelopment Project Area in order to pool tax increment revenue from the four project areas and establish a unified bonded indebtedness limit for the four project areas while retaining the separate identity of each project area for other purposes; and WHEREAS, adoption of the Amendment is necessary to provide the Agency, the City and the South San Francisco community with additional financial and legal resources to expand and complete the redevelopment program in the Project Area through activities such as development of public improvements, revitalization of commercial and industrial areas, land assembly and disposition for redevelopment, provision of financial and other assistance to property owners for redevelopment of their property, and the provision of assistance in the development, preservation, acquisition and rehabilitation of affordable housing; and WHEREAS, as set forth in City Council Resolution __ and Agency Resolution __., each adopted on March 9, 2005, the City Council and the Agency have each determined that establishment of a Project Area Committee is not required because the Amendment does not authorize use of eminent domain for property on which persons reside and does not provide for the development of public projects that will cause displacement of a substantial number of low- and moderate-income households; and WHEREAS, as set forth in City Council Resolution __ and Agency Resolution , the City Council and the Agency have each determined that (i) the fiscal merger is exempt from CEQA pursuant to CEQA Guidelines Section 15061(b)(3), and (ii) the potential environmental effects of the Amendment have been analyzed in previously certified Environmental Impact Reports, and no new projects are proposed, no new impacts have been identified, there are no substantial changes in the circumstances under which the prior EIRs were certified, and there is no new information that was unavailable at the time the prior EIRs were certified; and WHEREAS, the City Planning Commission (the "Planning Commission") has reviewed the Amendment, has found that the Amendment conforms to the City's General Plan and has recommended the approval and adoption of the Amendment; and WHEREAS, the City Council and the Agency conducted a joint public hearing on May 27, 2005, concerning adoption of the Amendment; and WHEREAS, notice of the public heating was published in a newspaper of general circulation in San Mateo County once per week for four weeks prior to the date of the hearing, and a copy of such notice and affidavit of publication are on file with the City Clerk and Secretary of the Agency; and WHEREAS, notice of the public heating together with a statement concerning acquisition of property by the Agency was sent by first class mail to the last known address of each assessee of each parcel of land in the Project Area, as shown on the last equalized assessment roll for the County of San Mateo; and WHEREAS, notice of the public heating was sent by first class mail to all residents and businesses within the Project Area; and WHEREAS, notice of the public hearing was sent by certified mail, return receipt requested to the governing body of each taxing agency that receives taxes from property in the Project Area; and WHEREAS, the Agency has prepared a Report to Council in compliance with the requirements of Community Redevelopment Law (Health & Safety Code Section 33000 et seq.) and a Supplement to such Report, which Report and Supplement are on file with the City Clerk and the Agency Secretary, and are hereby incorporated herein by reference; and WHEREAS, the City Council has evaluated the Agency's Report to Council, the Supplement, and the report and recommendations of the Planning Commission, has provided an opportunity for all persons to be heard, and has received and considered all evidence and testimony for and against the adoption of the Amendment, and the City Council has, by Resolution No .... adopted written findings ("Findings") in response to each written objection received from an affected property owner or taxing entity; and WHEREAS, the Agency and the City Council have complied with all requirements of Community Redevelopment Law in connection with the consideration and adoption of the Amendment. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO DOES ORDAIN AS FOLLOWS: Section 1. Purpose and Intent. The purpose and intent of the City Council with respect to the Amendment are: (i) to fiscally merge the City's four project areas in order to pool tax increment revenue from the four project areas and establish a unified bonded indebtedness limit for the four project areas while retaining the separate identity of each project area for other purposes, and (ii) to accomplish to the greatest extent possible (a) the elimination of blight in the Project Area, and (b) the expansion and completion of the redevelopment program in the Project Area through the development of public improvements, the revitalization of commercial and industrial properties, land assembly and disposition for redevelopment, the provision of financial and other assistance to property owners for redevelopment of their property, the development, preservation, acquisition and rehabilitation of affordable housing, the expansion of employment opportunities, and the promotion of private sector investment in the Project Area. Section 2. Findings and Determinations. In accordance with Health and Safety Code Sections 33354.6(a), 33367 and 33457.1, and based upon the evidence contained in the Report to Council, the Findings and other documents prepared in connection with the Amendment adoption process, and the evidence presented at the public hearing, the City Council hereby finds and determines that: ao The Project Area continues to be characterized by blighting conditions as documented Section II of the Report to Council prepared for the Amendment and in the Report to Council prepared in connection with the original adoption of the Redevelopment Plan. bo The blighted conditions in the Project Area are so prevalent and so substantial that they cause a reduction of or lack of proper utilization of the area to such an extent that they constitute a serious physical and economic burden on the community which cannot reasonably be expected to be reversed or alleviated by private enterprise or governmental action, or both, without redevelopment. This finding is based in part on the facts that governmental action available to the City without redevelopment would be insufficient to cause any significant correction of the blighting conditions, and that the nature and cost of the improvements necessary to do eo eradicate such blight are beyond the capacity of the City and private enterprise acting alone or in concert without redevelopment. The Amendment will facilitate the redevelopment of the Project Area in conformity with the Community Redevelopment Law and in the interests of the public peace, health, safety and welfare. This finding is supported by the fact that redevelopment of the Project Area as contemplated by the Redevelopment Plan as amended by the Amendment will implement the objectives of the Community Redevelopment Law by aiding in the elimination and correction of the conditions of blight in the Project Area; providing for planning, development, redesign, clearance, reconstruction or rehabilitation of properties which need improvement; providing affordable housing, including housing for low- and moderate-income persons; providing additional employment opportunities; facilitating private investment; and providing for more beneficial use of under-utilized land. The adoption and carrying out of the Amendment is economically sound and feasible. This finding is based in part on the fact that under the Redevelopment Plan, as proposed to be amended, the Agency will be authorized to seek and utilize a variety of potential financing resources, including tax increments and that no public redevelopment activity will be undertaken unless the Agency can demonstrate that it has adequate revenue to finance the activity. The Report to Council further documents the economic feasibility of the Amendment and related undertakings. The Amendment is consistent with the General Plan of the City including, without limitation the Housing Element of the General Plan, which substantially complies with the requirements of Article 10.6 (commencing with Section 65580) of Chapter 3 of Division 1 of Title 7 of the Government Code. This finding is based upon the report of the Planning Commission that the Amendment conforms to the General Plan of the City of South San Francisco. The carrying out of the Amendment will promote the public peace, health, safety and welfare of the City and will effectuate the purposes and policies of the Community Redevelopment Law. This finding is based on the fact that redevelopment as contemplated by the Redevelopment Plan, as amended by the Amendment, will benefit the Project Area by correcting conditions of blight and by coordinating public and private actions to stimulate development, contribute toward needed public improvements and improve the social, economic, and physical conditions of the Project Area. The Agency has a feasible method and plan for the relocation of families and persons who may be temporarily or permanently displaced from housing facilities in the Project Area. This finding is based upon the fact jo that the City Council and the Agency recognize that the provisions of Government Code Section 7260 et seq. would apply in the event of relocation resulting from the Agency's implementation of the Redevelopment Plan as amended by the Amendment. The City Council finds and determines that the provision of relocation assistance according to the Agency's adopted Relocation Guidelines and applicable law constitutes a feasible relocation method. There are, or will be provided within the Project Area or in other areas not generally less desirable with regard to public utilities and public and commercial facilities and at rents or prices within the financial means of the families and persons who may be displaced from the Project Area, decent, safe, and sanitary dwellings equal in number to the number of and available to such displaced families and persons and reasonably accessible to their places of employment. This finding is based in part on the fact that no person or family will be required by the Agency to move from any dwelling unit in the Project Area until suitable replacement housing is available according to law. Families and persons shall not be displaced prior to adoption of a relocation plan pursuant to Health and Safety Code Section 33411 and 33411.1. Dwelling units housing persons and families of low or moderate income shall not be removed or destroyed prior to the adoption of a replacement housing plan pursuant to Health and Safety Code Sections 33334.5, 33413 and 33413.5. This finding is based in part on the fact that the Agency shall displace no families or persons nor remove or destroy dwelling units housing persons and families of low or moderate incomes unless and until relocation assistance as required by law is provided. The elimination of blight and the redevelopment of the Project Area could not be reasonably expected to be accomplished by private enterprise acting alone without the aid and assistance of the Agency. This finding is based upon the existence of blighting influences, including the lack of adequate public improvements and facilities, structural deficiencies, dilapidation and deterioration, factors that hinder economically viable use, and the inability of individual developers to economically remove these blighting influences without public assistance to acquire and assemble sites for development as detailed in the record including the Report to Council. The lack of private investment incentive, and the cost of requiring individuals (through assessments or otherwise) to eradicate or significantly alleviate such blighting conditions, and the inadequacy of other governmental programs and financing mechanisms to eradicate or significantly eliminate such blighting conditions, make elimination of blight in the Project Area infeasible without the aid and assistance of the Agency under the Amendment and the Community Redevelopment Act. ko The time limitations and the limitation on taxes that may be allocated to the Agency as set forth in the Redevelopment Plan as amended by the Amendment are reasonably related to the proposed projects to be implemented in the Project Area and to the ability of the Agency to eliminate blight within the Project Area. This finding is supported by the fact that redevelopment depends in large part, upon private market forces beyond the control of the Agency, and shorter limitations would impair the Agency's ability to be flexible and respond to market conditions as and when appropriate and would impair the Agency's ability to maintain development standards and controls over a period of time sufficient to assure area stabilization. In addition, shorter time limitations would limit the revenue sources and financing capacity necessary to carry out proposed projects in the Project Area. The fiscal merger of the Project Area and the City's three other project areas for the purpose of pooling tax increment revenue is authorized by, consistent with, and will serve the legislative policies of, Health and Safety Code Section 33485 et seq., in that such fiscal merger will result in substantial benefit to the public and will contribute to the revitalization of blighted areas through the increased economic vitality of such areas and through increased and improved housing and economic opportunities in or near such areas. Section 3. The City Council is satisfied that if any occupants of the Project Area are displaced, permanent housing facilities will be available within three years from the time of such displacement, and that pending the development of such facilities, there will be available to any such displaced occupants adequate temporary housing facilities at rents comparable to those in the community at the time of their displacement. Section 4. The City Council is satisfied that all written objections received before or at the noticed public hearing have been responded to in writing In addition, written findings have been adopted in response to each written objection of an affected property owner or taxing entity which has been filed with the City Clerk either before or at the noticed public heating. Following consideration by the City Council, all written and oral objections to the Amendment are hereby overruled. The reasons for overruling all written objections are more fully set forth in the Findings. Section 5. The Redevelopment Plan as originally adopted and previously amended is hereby further amended as set forth in the proposed Amendment attached hereto as Exhibit A and as so amended is hereby designated as the official redevelopment plan for the Project Area. Section 6. In order to implement and facilitate the effectuation of the Amendment hereby approved, it may be necessary for the City Council to take certain actions, and accordingly, this City Council hereby: (a) pledges its cooperation in helping to carry out the Redevelopment Plan as amended; (b) requests the various officials, departments, boards and agencies of the City having administrative responsibilities in the Project Area likewise to cooperate to such end and to exercise their respective functions and powers in a manner consistent with the redevelopment of the Project Area in accordance with the Redevelopment Plan as amended; (c) stands ready to consider and take appropriate action upon proposals and measures designed to effectuate the Redevelopment Plan as amended; (d) declares its intention to undertake and complete any proceedings necessary to be carried out by the City under the provisions of the Redevelopment Plan as amended; and (e) may elect to provide, but is not committed to provide, financial assistance in support of implementation of the Redevelopment Plan as amended. Section 7. In accordance with Health and Safety Code Section 33372, the City Clerk is hereby directed to send a certified copy of this Ordinance to the Agency, whereupon the Agency is vested with the responsibility for carrying out the Redevelopment Plan as amended by the Amendment. Section 8. The City Clerk is hereby directed to transmit a certified copy of this Ordinance to the governing body of each of the taxing agencies which levies taxes upon any property in the Project Area. Section 9. If any part of this Ordinance or the Amendment is held to be invalid for any reason, such decision shall not affect the validity of the remaining parts of this Ordinance or of the Amendment, and the City Council hereby declares it would have passed the remainder of this Ordinance or approved the remainder of the Amendment without such invalid part. Section 10. Pursuant to the provisions of Government Code Section 36933, a summary of this Ordinance shall be prepared by the City Attorney. At least five (5) days prior to the Council meeting at which this Ordinance is scheduled to be adopted, the City Clerk shall (i) publish the Summary, and (ii) post in the City Clerk's Office a certified copy of this Ordinance. Within fifteen (15) days after the adoption of this Ordinance, the City Clerk shall (a) publish the summary, and (b) post in the City Clerk's Office a certified copy of the full text of this Ordinance along with the names of those City Council members voting for and against this Ordinance. This Ordinance shall become effective thirty (30) days from and after its adoption. Introduced at a regular meeting of the City Council of the City of South San Francisco, held the 27th day of April, 2005. Adopted as an Ordinance of the City of South San Francisco at a regular meeting of the City Council held the day of May, 2005 by the following vote: AYES: NOES: ABSTAIN: ABSENT: As Mayor of the City of South San Francisco, I do hereby approve the foregoing Ordinance this __ day of ,2005. S :\Current Ord's\4-27-05shearwater.ord. DOC Mayor Exhibit A AMENDMENT TO THE REDEVELOPMENT PLAN FOR THE SOUTH SAN FRANCISCO U.S. STEEL PLANT SITE/SHEARWATER REDEVELOPMENT PLAN TO FISCALLY MERGE PROJECT AREAS SECTION 1. AMENDMENT OF REDEVELOPMENT PLAN. The Redevelopment Plan for the South San Francisco U.S. Steel Plant Site, adopted by Ordinance 996-86 on January 8, 1986 and subsequently amended (as so amended, the "U.S. Steel/Shearwater Plan" or the "Plan") is hereby amended as set forth in this amendment (this "Amendment"), effective as of the effective date of the ordinance adopting this Amendment. SECTION 2. FISCAL MERGER Part V.F, [§506] is hereby added to the U.S. Steel/Shearwater Plan to read as follows: F. [{}506] Fiscal Merger 1. Findings. The fiscal merger of the U.S. Steel Plant Site/Shearwater Project Area ("Shearwater Project Area") and the City's three other project areas for the purpose of pooling tax increment revenue is authorized by, consistent with, and will serve the legislative policies of, Health and Safety Code Section 33485 et seq., in that such fiscal merger will result in substantial benefit to the public and will contribute to the revitalization of blighted areas through the increased economic vitality of such areas and through increased and improved housing and economic opportunities in or near such areas. 2. Fiscal Merger of Project Areas. Pursuant to, and for the purpose of pooling tax increment revenue as described in Health and Safety Code Section 33485 et seq., the Shearwater Project Area is hereby fiscally merged with the following project areas: a. The project area (the "Downtown/Central Project Area") established and described in the Redevelopment Plan for the Downtown/Central Redevelopment Project, adopted by the City Council by Ordinance No. 1056-89 (as subsequently amended, the "Downtown/Central Plan"). b. The project area (the "Gateway Project Area") established and described in the Redevelopment Plan for the South San Francisco Gateway Redevelopment Project, adopted by the City Council by Ordinance No. 867-81 (as subsequently amended, the "Gateway Plan"). c. The project area (the "El Camino Project Area") established and described in the Redevelopment Plan for the E1 Camino Corridor Project, adopted by the City Council by Ordinance No. 1132-93 (as subsequently amended and restated by Ordinance No. 1270-2000, the "El Camino Plan"). The Shearwater Project Area, the Downtown/Central Project Area, the Gateway Project Area and the E1 Camino Project Area are each referred to herein as a "constituent project area." Except as otherwise stated herein, each reference in this Amendment to a constituent project area shall mean such project area as originally established and as such project area may have been amended to add territory. This section authorizes the taxes attributable to each constituent project area which are allocated to the Agency pursuant to Health and Safety Code Section 33670(b) to be allocated for redevelopment in any of the constituent project areas for the purpose of paying the principal of, and interest on, indebtedness incurred by the Agency to finance or refinance, in whole or in part, the redevelopment project in any of the constituent project areas; except that any such taxes attributable to a particular constituent project area shall first be used to pay indebtedness in compliance with the terms of any bond resolution or other agreement pledging such taxes from that particular constituent project area which resolution or other agreement was adopted or approved by the Agency prior to the fiscal merger of the constituent project areas. Except as otherwise noted in this Section, tax increment revenue attributable to each constituent project area may be used for any lawful purpose in any of the constituent project areas. 3. Bonded Indebtedness Limit. Notwithstanding anything to the contrary set forth in Section 503 of the Plan, in accordance with Health and Safety Code Section 33334.1, the amount of bonded indebtedness to be repaid in whole or in part from the combined allocation of taxes to the Agency pursuant to Health and Safety Code Section 33670 from all of the constituent project areas which in the aggregate can be outstanding at any one time shall not exceed $232,650,000 in principal amount, except by amendment of this Plan and the redevelopment plans for the other constituent project areas; provided however, the foregoing limitation on outstanding bonded indebtedness shall not apply to the territory added to the Downtown/Central Project Area by amendment to the Downtown/Central Plan adopted concurrently with this Amendment (the "Downtown/Central Added Area") because the Downtown/Central Added Area is subject to a separate limitation on bonded indebtedness. 4. Allocation of Tax Increment. Notwithstanding anything to the contrary set forth in Section 502 of the Plan, the taxes attributable to the constituent project areas that may be and are so allocated to the Agency pursuant to Health and Safety Code Section 33670(b) after the effective date of this Amendment shall not exceed a cumulative total equal to the sum of the individual limits on the allocation of taxes to the Agency as set forth in the redevelopment plans for each constituent project area, except by amendment of this Plan and the redevelopment plans for the other constituent project areas. The foregoing limitation on the allocation of taxes to the Agency shall not apply to the Downtown/Central Added Area because the Downtown/Central Added Area is not subject to a limitation on the allocation of taxes to the Agency. SECTION 3. EFFECT OF AMENDMENT All provisions of the Plan not specifically amended or repealed in this Amendment shall continue in full force and effect. SECTION 4. SEVERABILITY If any provision of this Amendment or the application thereof to any person or circumstance is held invalid, the remainder of this Amendment, including the application of such part or provision to other persons or circumstances shall not be affected thereby and shall continue in full force and effect. To this end, provisions of this Amendment are severable. The City Council of the City of South San Francisco hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause, or phrase hereof irrespective of the fact that any one or more sections, subsections, subdivisions, paragraphs, sentences, clauses, or phrases be held unconstitutional, invalid, or unenforceable. AGENDA ITEM 4D DATE: TO: FROM: SUBJECT: May 25, 2005 The Honorable Mayor and City Council Steven T. Mattas, City Attorney Adoption of Ordinance Previously Introduced RECOMMENDATION: Adopt an Ordinance approving an amendment to the Redevelopment Plan for the Gateway Redevelopment Project Area to fiscally merge the Gateway Project Area with the Downtown/Central Project Area, the E1Camino Corridor Redevelopment Project Area, and the U.S. Steel/Shearwater Redevelopment Project Area. BACKGROUND/DISCUSSION: Council has previously waived reading and introduced the following Ordinance. The Ordinance is now ready for adoption. AN ORDINANCE APPROVING AND ADOPTING AN AMENDMENT TO THE REDEVELOPMENT PLAN FOR THE GATEWAY REDEVELOPMENT PROJECT AREA TO FISCALLY MERGE THE GATEWAY PROJECT AREA WITH THE DOWNTOWN/CENTRAL PROJECT AREA, THE EL CAMINO CORRIDOR REDEVELOPMENT PROJECT AREA, AND THE U.S. STEEL/SHEARWATER REDEVELOPMENT PRQJECT AREA (Introduced 5-11-05, 5-0 Vote) By: Steven T. M[ttas, City Attorney Barry.,M. Nagel, ~ Manager ORDINANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO APPROVING AND ADOPTING AN AMENDMENT TO THE REDEVELOPMENT PLAN FOR THE GATEWAY REDEVELOPMENT PRQIECT AREA TO FISCALLY MERGE THE GATEWAY PROJECT AREA ~rlTH THE DOWNTOWN/CENTRAL PROJECT AREA, THE EL CAMINO CORRIDOR REDEVELOPMENT PROJECT AREA, AND THE U.S. STEEL/SHEAR~rATER REDEVELOPMENT PROJECT AREA WHEREAS, the City Council of the City of South San Francisco ("City Council") approved and adopted the Redevelopment Plan ("Redevelopment Plan") for the Gateway Redevelopment Project Area ("Project Area") by Ordinance No. 867-81, adopted on June 17, 1981; and WHEREAS, on November 9, 1994, the City Council adopted Ordinance No. 1149-94 to amend the Redevelopment Plan by amending certain time limitations in accordance with AB 1290; and WHEREAS, the Redevelopment Plan was further amended in March 2004 by adoption of Ordinance 1338-2004 eliminating the deadline for incurring debt incurrence in accordance with SB 211, and by adoption of Ordinance 1337-2004, extending certain time limitations in accordance with SB 1045; and WHEREAS, the City Council has received from the Redevelopment Agency of the City of South San Francisco (the "Agency") a proposed amendment to the Redevelopment Plan (the "Amendment"), a copy of which is attached to this Ordinance as Exhibit A; and WHEREAS, the Amendment provides for the fiscal merger of the Project Area with the E1 Camino Corridor Redevelopment Project Area, the Downtown/Central Redevelopment Project Area and the U.S. Steel/Shearwater Redevelopment Project Area in order to pool tax increment revenue from the four project areas and establish a unified bonded indebtedness limit for the four project areas while retaining the separate identity of each project area for other purposes; and WHEREAS, adoption of the Amendment is necessary to provide the Agency, the City and the South San Francisco community with additional financial and legal resources to expand and complete the redevelopment program in the Project Area through activities such as development of public improvements, revitalization of commercial and industrial areas, land assembly and disposition for redevelopment, provision of financial and other assistance to property owners for redevelopment of their property, and the provision of assistance in the development, preservation, acquisition and rehabilitation of affordable housing; and WHEREAS, as set forth in City Council Resolution 23-2005 and Agency Resolution 04-2005, each adopted on March 9, 2005, the City Council and the Agency have each determined that establishment of a Project Area Committee is not required because the Amendment does not authorize use of eminent domain for property on which persons reside and does not provide for the development of public projects that will cause displacement of a substantial number of low- and moderate-income households; and WHEREAS, as set forth in City Council Resolution 23-2005 and Agency Resolution 04-2005, the City Council and the Agency have each determined that (i) the fiscal merger is exempt from CEQA pursuant to CEQA Guidelines Section 15061(b)(3), and (ii) the potential environmental effects of the Amendment have been analyzed in previously certified Environmental Impact Reports, and no new projects are proposed, no new impacts have been identified, there are no substantial changes in the circumstances under which the prior EIRs were certified, and there is no new information that was unavailable at the time the prior EIRs were certified; and WHEREAS, the City Planning Commission (the "Planning Commission") has reviewed the Amendment, has found that the Amendment conforms to the City's General Plan and has recommended the approval and adoption of the Amendment; and WHEREAS, the City Council and the Agency conducted a joint public hearing on May 27, 2005, concerning adoption of the Amendment; and WHEREAS, notice of the public heating was published in a newspaper of general circulation in San Mateo County once per week for four weeks prior to the date of the heating, and a copy of such notice and affidavit of publication are on file with the City Clerk and Secretary of the Agency; and WHEREAS, notice of the public hearing together with a statement concerning acquisition of property by the Agency was sent by first class mail to the last known address of each assessee of each parcel of land in the Project Area, as shown on the last equalized assessment roll for the County of San Mateo; and WHEREAS, notice of the public heating was sent by first class mail to all residents and businesses within the Project Area; and WHEREAS, notice of the public heating was sent by certified mail, return receipt requested to the governing body of each taxing agency that receives taxes from property in the Project Area; and WHEREAS, the Agency has prepared a Report to Council in compliance with the requirements of Community Redevelopment Law (Health & Safety Code Section 33000 et seq.) and a Supplement to such Report, which Report and Supplement are on file with the City Clerk and the Agency Secretary, and are hereby incorporated herein by reference; and WHEREAS, the City Council has evaluated the Agency's Report to Council, the Supplement, and the report and recommendations of the Planning Commission, has provided an opportunity for all persons to be heard, and has received and considered all evidence and testimony for and against the adoption of the Amendment, and the City Council has, by Resolution No. , adopted written findings ("Findings") in response to each written objection received from an affected property owner or taxing entity; and WHEREAS, the Agency and the City Council have complied with all requirements of Community Redevelopment Law in connection with the consideration and adoption of the Amendment. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO DOES ORDAIN AS FOLLOWS: Section 1. Purpose and Intent. The purpose and intent of the City Council with respect to the Amendment are: (i) to fiscally merge the City's four project areas in order to pool tax increment revenue from the four project areas and establish a unified bonded indebtedness limit for the four project areas while retaining the separate identity of each project area for other purposes, and (ii) to accomplish to the greatest extent possible (a) the elimination of blight in the Project Area, and (b) the expansion and completion of the redevelopment program in the Project Area through the development of public improvements, the revitalization of commercial and industrial properties, land assembly and disposition for redevelopment, the provision of financial and other assistance to property owners for redevelopment of their property, the development, preservation, acquisition and rehabilitation of affordable housing, the expansion of employment opportunities, and the promotion of private sector investment in the Project Area. Section 2. Findings and Determinations. In accordance with Health and Safety Code Sections 33354.6(a), 33367 and 33457.1, and based upon the evidence contained in the Report to Council, the Findings and other documents prepared in connection with the Amendment adoption process, and the evidence presented at the public hearing, the City Council hereby finds and determines that: The Project Area continues to be characterized by blighting conditions as documented Section II of the Report to Council prepared for the Amendment and in the Report to Council prepared in connection with the original adoption of the Redevelopment Plan. The blighted conditions in the Project Area are so prevalent and so substantial that they cause a reduction of or lack of proper utilization of the area to such an extent that they constitute a serious physical and economic burden on the community which cannot reasonably be expected to be reversed or alleviated by private enterprise or governmental action, or both, without redevelopment. This finding is based in part on the facts that governmental action available to the City without redevelopment would eo be insufficient to cause any significant correction of the blighting conditions, and that the nature and cost of the improvements necessary to eradicate such blight are beyond the capacity of the City and private enterprise acting alone or in concert without redevelopment. The Amendment will facilitate the redevelopment of the Project Area in conformity with the Community Redevelopment Law and in the interests of the public peace, health, safety and welfare. This finding is supported by the fact that redevelopment of the Project Area as contemplated by the Redevelopment Plan as amended by the Amendment will implement the objectives of the Community Redevelopment Law by aiding in the elimination and correction of the conditions of blight in the Project Area; providing for planning, development, redesign, clearance, reconstruction or rehabilitation of properties which need improvement; providing affordable housing, including housing for low- and moderate-income persons; providing additional employment opportunities; facilitating private investment; and providing for more beneficial use of under-utilized land. The adoption and carrying out of the Amendment is economically sound and feasible. This finding is based in part on the fact that under the Redevelopment Plan, as proposed to be amended, the Agency will be authorized to seek and utilize a variety of potential financing resources, including tax increments and that no public redevelopment activity will be undertaken unless the Agency can demonstrate that it has adequate revenue to finance the activity. The Report to Council further documents the economic feasibility of the Amendment and related undertakings. The Amendment is consistent with the General Plan of the City including, without limitation the Housing Element of the General Plan, which substantially complies with the requirements of Article 10.6 (commencing with Section 65580) of Chapter 3 of Division 1 of Title 7 of the Government Code. This finding is based upon the report of the Planning Commission that the Amendment conforms to the General Plan of the City of South San Francisco. The carrying out of the Amendment will promote the public peace, health, safety and welfare of the City and will effectuate the purposes and policies of the Community Redevelopment Law. This finding is based on the fact that redevelopment as contemplated by the Redevelopment Plan, as amended by the Amendment, will benefit the Project Area by correcting conditions of blight and by coordinating public and private actions to stimulate development, contribute toward needed public improvements and improve the social, economic, and physical conditions of the Project Area. 4 go jo The Agency has a feasible method and plan for the relocation of families and persons who may be temporarily or permanently displaced from housing facilities in the Project Area. This finding is based upon the fact that the City Council and the Agency recognize that the provisions of Government Code Section 7260 et seq. would apply in the event of relocation resulting from the Agency's implementation of the Redevelopment Plan as amended by the Amendment. The City Council finds and determines that the provision of relocation assistance according to the Agency's adopted Relocation Guidelines and applicable law constitutes a feasible relocation method. There are, or will be provided within the Project Area or in other areas not generally less desirable with regard to public utilities and public and commercial facilities and at rents or prices within the financial means of the families and persons who may be displaced from the Project Area, decent, safe, and sanitary dwellings equal in number to the number of and available to such displaced families and persons and reasonably accessible to their places of employment. This finding is based in part on the fact that no person or family will be required by the Agency to move from any dwelling unit in the Project Area until suitable replacement housing is available according to law. Families and persons shall not be displaced prior to adoption of a relocation plan pursuant to Health and Safety Code Section 33411 and 33411.1. Dwelling units housing persons and families of low or moderate income shall not be removed or destroyed prior to the adoption of a replacement housing plan pursuant to Health and Safety Code Sections 33334.5, 33413 and 33413.5. This finding is based in part on the fact that the Agency shall displace no families or persons nor remove or destroy dwelling units housing persons and families of low or moderate incomes unless and until relocation assistance as required by law is provided. The elimination of blight and the redevelopment of the Project Area could not be reasonably expected to be accomplished by private enterprise acting alone without the aid and assistance of the Agency. This finding is based upon the existence of blighting influences, including the lack of adequate public improvements and facilities, structural deficiencies, dilapidation and deterioration, factors that hinder economically viable use, and the inability of individual developers to economically remove these blighting influences without public assistance to acquire and assemble sites for development as detailed in the record including the Report to Council. The lack of private investment incentive, and the cost of requiring individuals (through assessments or otherwise) to eradicate or significantly alleviate such blighting conditions, and the inadequacy of other governmental programs and financing mechanisms to eradicate or significantly eliminate such blighting conditions, make elimination of 5 blight in the Project Area infeasible without the aid and assistance of the Agency under the Amendment and the Community Redevelopment Act. The time limitations and the limitation on taxes that may be allocated to the Agency as set forth in the Redevelopment Plan as amended by the Amendment are reasonably related to the proposed projects to be implemented in the Project Area and to the ability of the Agency to eliminate blight within the Project Area. This finding is supported by the fact that redevelopment depends in large part, upon private market forces beyond the control of the Agency, and shorter limitations would impair the Agency's ability to be flexible and respond to market conditions as and when appropriate and would impair the Agency's ability to maintain development standards and controls over a period of time sufficient to assure area stabilization. In addition, shorter time limitations would limit the revenue sources and financing capacity necessary to carry out proposed projects in the Project Area. The fiscal merger of the Project Area and the City's three other project areas for the purpose of pooling tax increment revenue is authorized by, consistent with, and will serve the legislative policies of, Health and Safety Code Section 33485 et seq., in that such fiscal merger will result in substantial benefit to the public and will contribute to the revitalization of blighted areas through the increased economic vitality of such areas and through increased and improved housing and economic opportunities in or near such areas. Section 3. The City Council is satisfied that if any occupants of the Project Area are displaced, permanent housing facilities will be available within three years from the time of such displacement, and that pending the development of such facilities, there will be available to any such displaced occupants adequate temporary housing facilities at rents comparable to those in the community at the time of their displacement. Section 4. The City Council is satisfied that all written objections received before or at the noticed public heating have been responded to in writing In addition, written findings have been adopted in response to each written objection of an affected property owner or taxing entity which has been filed with the City Clerk either before or at the noticed public hearing. Following consideration by the City Council, all written and oral objections to the Amendment are hereby overruled. The reasons for overruling all written objections are more fully set forth in the Findings. Section 5. The Redevelopment Plan as originally adopted and previously amended is hereby further amended as set forth in the proposed Amendment attached hereto as Exhibit A and as so amended is hereby designated as the official redevelopment plan for the Project Area. Section 6. In order to implement and facilitate the effectuation of the Amendment hereby approved, it may be necessary for the City Council to take certain actions, and accordingly, this City Council hereby: (a) pledges its cooperation in helping to carry out the Redevelopment Plan as amended; (b) requests the various officials, departments, boards and agencies of the City having administrative responsibilities in the Project Area likewise to cooperate to such end and to exercise their respective functions and powers in a manner consistent with the redevelopment of the Project Area in accordance with the Redevelopment Plan as amended; (c) stands ready to consider and take appropriate action upon proposals and measures designed to effectuate the Redevelopment Plan as amended; (d) declares its intention to undertake and complete any proceedings necessary to be carried out by the City under the provisions of the Redevelopment Plan as amended; and (e) may elect to provide, but is not committed to provide, financial assistance in support of implementation of the Redevelopment Plan as amended. Section 7. In accordance with Health and Safety Code Section 33372, the City Clerk is hereby directed to send a certified copy of this Ordinance to the Agency, whereupon the Agency is vested with the responsibility for carrying out the Redevelopment Plan as amended by the Amendment. Section 8. The City Clerk is hereby directed to transmit a certified copy of this Ordinance to the governing body of each of the taxing agencies which levies taxes upon any property in the Project Area. Section 9. If any part of this Ordinance or the Amendment is held to be invalid for any reason, such decision shall not affect the validity of the remaining parts of this Ordinance or of the Amendment, and the City Council hereby declares it would have passed the remainder of this Ordinance or approved the remainder of the Amendment without such invalid part. Section 10. Pursuant to the provisions of Government Code Section 36933, a summary of this Ordinance shall be prepared by the City Attorney. At least five (5) days prior to the Council meeting at which this Ordinance is scheduled to be adopted, the City Clerk shall (i) publish the Summary, and (ii) post in the City Clerk's Office a certified copy of this Ordinance. Within fifteen (15) days after the adoption of this Ordinance, the City Clerk shall (a) publish the summary, and (b) post in the City Clerk's Office a certified copy of the full text of this Ordinance along with the names of those City Council members voting for and against this Ordinance. This Ordinance shall become effective thirty (30) days from and after its adoption. Introduced at a regular meeting of the City Council of the City of South San Francisco, held the __ day of ., 2005. Adopted as an Ordinance of the City of South San Francisco at a regular meeting of the City Council held the __ day of ,2005 by the following vote: AYES: NOES: ABSTAIN: ABSENT: As Mayor of the City of South San Francisco, I do hereby approve the foregoing Ordinance this __ day of ,2005. Mayor 8 Exhibit A AMENDMENT TO THE REDEVELOPMENT PLAN FOR THE SOUTH SAN FRANCISCO GATEWAY REDEVELOPMENT PROJECT TO FISCALLY MERGE PROJECT AREAS Section 1. Amendment to Redevelopment Plan The Redevelopment Plan for the South San Francisco Gateway Redevelopment Project, adopted by Ordinance 867-81 on June 17, 1981 and subsequently amended (as so amended, the "Gateway Plan" or the "Plan") is hereby amended as set forth in this amendment (this "Amendment"), effective as of the effective date of the ordinance adopting this Amendment. Section 2. Fiscal Merger Part V.D [§504] is hereby added to the Gateway Plan to read as follows: D. [§504] Fiscal Merger 1. Findings. The fiscal merger of the Gateway Redevelopment Project Area ("Gateway Project Area") and the City's three other project areas for the purpose of pooling tax increment revenue is authorized by, consistent with, and will serve the legislative policies of, Health and Safety Code Section 33485 et seq., in that such fiscal merger will result in substantial benefit to the public and will contribute to the revitalization of blighted areas through the increased economic vitality of such areas and through increased and improved housing and economic opportunities in or near such areas. 2. Fiscal Merger of Project Areas. Pursuant to, and for the purpose of pooling tax increment revenue as described in Health and Safety Code Section 33485 et seq., the Gateway Project Area is hereby fiscally merged with the following project areas: a. The project area (the "Downtown/Central Project Area") established and described in the Redevelopment Plan for the Downtown/Central Redevelopment Project, adopted by the City Council by Ordinance No. 1056-89 (as subsequently amended, the "Downtown/Central Plan"). b. The project area (the "Shearwater Project Area") established and described in the Redevelopment Plan for the South San Francisco U.S. Steel Plant Site, adopted by the City Council by Ordinance No. 996- 86 (as subsequently amended, the "Shearwater Plan"). c. The project area (the "El Camino Project Area") established and described in the Redevelopment Plan for the E1 Camino Corridor Project, adopted by the City Council by Ordinance No. 1132-93 (as subsequently amended and restated by Ordinance No. 1270-2000, the "El Camino Plan"). The Gateway Project Area, the Downtown/Central Project Area, the Shearwater Project Area and the E1 Camino Project Area are each referred to herein as a "constituent project area." Except as otherwise stated herein, each reference in this Amendment to a constituent project area shall mean such project area as originally established and as such project area may have been amended to add territory. This section authorizes the taxes attributable to each constituent project area which are allocated to the Agency pursuant to Health and Safety Code Section 33670(b) to be allocated for redevelopment in any of the constituent project areas for the purpose of paying the principal of, and interest on, indebtedness incurred by the Agency to finance or refinance, in whole or in part, the redevelopment project in any of the constituent project areas; except that any such taxes attributable to a particular constituent project area shall first be used to pay indebtedness in compliance with the terms of any bond resolution or other agreement pledging such taxes from that particular constituent project area which resolution or other agreement was adopted or approved by the Agency prior to the fiscal merger of the constituent project areas. Except as otherwise noted in this Section, tax increment revenue attributable to each constituent project area may be used for any lawful purpose in any of the constituent project areas. 3. Bonded Indebtedness Limit. Notwithstanding anything to the contrary set forth in Section 503 of the Plan, in accordance with Health and Safety Code Section 33334.1, the amount of bonded indebtedness to be repaid in whole or in part from the combined allocation of taxes to the Agency pursuant to Health and Safety Code Section 33670 from all of the constituent project areas which in the aggregate can be outstanding at any one time shall not exceed $232,650,000 in principal amount, except by amendment of this Plan and the redevelopment plans for the other constituent project areas; provided however, the foregoing limitation on outstanding bonded indebtedness shall not apply to the territory added to the Downtown/Central Project Area by amendment to the Downtown/Central Plan adopted concurrently with this Amendment (the l0 "Downtown/Central Added Area") because the Downtown/Central Added Area is subject to a separate limitation on bonded indebtedness. 4. Allocation of Tax Increment. Notwithstanding anything to the contrary set forth in Section 502 of the Plan, the taxes attributable to the constituent project areas that may be and are so allocated to the Agency pursuant to Health and Safety Code Section 33670(b) after the effective date of this Amendment shall not exceed a cumulative total equal to the sum of the individual limits on the allocation of taxes to the Agency as set forth in the redevelopment plans for each constituent project area, except by amendment of this Plan and the redevelopment plans for the other constituent project areas. The foregoing limitation on the allocation of taxes to the Agency shall not apply to the Downtown/Central Added Area because the Downtown/Central Added Area is not subject to a limitation on the allocation of taxes to the Agency. Section 3. Time Limitations Part VIII of the Plan is hereby amended to add the following: Notwithstanding anything to the contrary set forth herein, the Agency shall not receive taxes allocated to the Agency pursuant to Health and Safety Code Section 33670(b) from the Gateway Project Area after the earlier of (i) June 30, 2020, or (ii) the date upon which the combined tax increment allocation limit for the merged project areas is reached. Section 4. Effect of Amendment All provisions of the Plan not specifically amended or repealed in this Amendment shall continue in full force and effect. Section 5. Severability If any provision of this Amendment or the application thereof to any person or circumstance is held invalid, the remainder of this Amendment, including the application of such part or provision to other persons or circumstances shall not be affected thereby and shall continue in full force and effect. To this end, provisions of this Amendment are severable. The City Council of the City of South San Francisco hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause, or phrase hereof irrespective of the fact that any one or more sections, subsections, subdivisions, paragraphs, sentences, clauses, or phrases be held unconstitutional, invalid, or unenforceable. Staff Report AGENDA ITEM #5 DATE: TO: FROM: SUBJECT: May 25, 2005 Honorable Mayor and City Council Marty Van Duyn, Assistant City Manager ADOPTION OF RESOLUTION REGARDING USE OF LOW/MOD FUNDS OUTSIDE PROJECT AREAS RECOMMENDATION Adopt a resolution approving the use of low and moderate income housing funds established for the Downtown/Central, the E! Camino Corridor, U.S. Steel/Shearwater and the Gateway Project Areas outside the boundaries of the project areas. BACKGROUND/DISCUSSION In accordance with redevelopment law, the Redevelopment Agency is required to deposit no less than twenty percent (20%) of all taxes which are allocated to the Agency in a Low and Moderate Income Housing Fund to be used for the purpose of increasing, improving and preserving the community's supply of low- and moderate-income housing. The Redevelopment Agency and City Council must adopt a resolution declaring that the expenditure of monies from the Housing Fund established for each Project Area will be of benefit to such Project Area when such monies are used in accordance with the requirements of redevelopment law either within or outside the Project Area. Whereas the City Council has adopted Ordinances which effectuate the fiscal merger of the four Redevelopment Project Areas it is recommended that City Council adopt the attached Resolution authorizing the expenditure of the 20% low/mod funds to the benefit of the Project Areas. By: Assistant City Mal~er City Manag~,.~. Attactnnent: Resolution RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION FINDING AND DETERMINING THAT THE USE OF MONIES FROM THE LOW AND MODERATE INCOME HOUSING FUNDS ESTABLISHED FOR THE DOWNTOWN/CENTRAL PROJECT AREA, THE EL CAMINO CORRIDOR PROJECT ARF~, THE GATEWAY PROJECT AREA AND THE U.S. STEEL/SHEARWATER PROJECT AREA OUTSIDE THE BOUNDARIES OF THE PROJECT AREAS WILL BENEFIT SUCH PROJECT AREAS, AND AUTHORIZING THE EXPENDITURE OF SUCH FUNDS WHEREAS, the City Council of the City of South San Francisco ("City Council") approved and adopted the Redevelopment Plan for the Downtown/Central Redevelopment Project Area ("Downtown Project Area") by Ordinance No. 1056-89 adopted on July 12, 1989 (as subsequently mrtended, the "Downtown Plan"); and WHEREAS, the City Council approved and adopted the Redevelopment Plan for the Gateway Redevelopment Project Area ("Gateway Project Area") by Ordinance No. 867-81, adopted on June 17, 1981 (as subsequently amended, the "Gateway Plan"); and WHEREAS, the City Council approved and adopted the Redevelopment Plan for the U.S. Steel/Shearwater Redevelopment Project Area ("Shearwater Project Area") by Ordinance No. 996-86, adopted on January 8, 1986 (as subsequently mrtended, the "Shearwater Plan"); and WHEREAS, the City Council approved and adopted the Redevelopment Plan for the E1 Camino Corridor Redevelopment Project Area (the "El Cmnino Project Area") by Ordinance No. 1132-93 adopted on June 9, 1993 (as subsequently amended, the "El Camino Plan"); and WHEREAS, the Redevelopment Agency of the City of South San Francisco ("Agency") is vested with responsibility to carry out the foregoing redevelopment plans in accordance with Community Redevelopment Law (Health and Safety Code Section 33000 et seq.) ("CRL"); and WHEREAS, the Agency desires to again amend the foregoing redevelopment plans in order to (i) add territory to the Downtown Project Area, (ii) extend the time limits for the use of eminent domain proceedings to acquire nonresidential property in the Downtown Project Area and the original E1 Camino Project Area, and (iii) effectuate the fiscal merger of the Downtown Project Area, the Gateway Redevelopment Project Area, the E1 Camino Corridor Redevelopment Project Area and the U.S. Steel/Shearwater Redevelopment Project Area in order to pool tax increment revenue from the four project areas ("Project Areas") and establish a unified bonded indebtedness limit for the four project areas while retaining the separate identity of each project area for other purposes; and WHEREAS, the Agency has prepared proposed amendments to the redevelopment plans, copies of which are on file with the Agency Secretary and the City Clerk; and WHEREAS, in accordance with CRL Sections 33334.2, 33483 and 33487, the Agency is required to deposit no less than twenty percent (20%) of all taxes which are allocated to the Agency pursuant to CRL Section 33670 in a Low and Moderate Income Housing Fund to be used for the purpose of increasing, improving and preserving the community's supply of low- and moderate-income housing; and WHEREAS, CRL Sections 33334.2(g) and 33487(b) authorize the Agency to use monies from a Low and Moderate Income Housing Fund outside of a project area only upon adoption of resolutions by the Agency and City Council finding that such use will be of benefit to the project area; and WHEREAS, the City Council desires by this Resolution to declare that the expenditure of monies from the Low and Moderate Income Housing Fund established for each Project Area will be of benefit to such Project Area when such monies are used in accordance with the requirements of the CRL either within or outside the Project Area. NOW, THEREFORE, BE IT RESOLVED by the City Council as follows: Section 1. The City Council finds and determines that the expenditure of monies from the Low and Moderate Income Housing Fund established for each Project Area will be of benefit to such Project Area when such monies are used in accordance with the requirements of the CRL and for purposes authorized by the CRL either within or outside the Project Area. Section 2. The Agency is authorized to expend monies for the Low and Moderate Income Housing Fund established for each Project Area inside and/or outside each such Project Area for purposes authorized by the CRL and in accordance with the requirements of the CRL. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a meeting held on the __ day of ,2005 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk S:\Current Reso's\4-27-05ow.moderate.income.council.res.DOC Staff Re //6 DATE: TO: FROM: SUBJECT: May 25, 2005 The Honorable Mayor and City Council Steven T. Mattas, City Attorney Adoption of Ordinance Previously Introduced RECOMMENDATION: Adopt an Ordinance deleting Chapter 11.68 of the South San Francisco Municipal Code, "PRIMA FACIE SPEED LIMIT ON CITY STREETS" and replacing it with a new chapter 11.68 "PRIMA FACILE SPEED LIM1T ON CITY STREETS" which allows the Police Department to utilize radar enforcement of speeding violations, and waive further reading beyond the title. BACKGROUND/DISCUS SION: Council has previously waived reading and introduced the following Ordinance. The Ordinance is now ready for adoption. AN ORDINANCE DELETING CHAPTER 11.68 OF THE SOUTH SAN FRANCISCO MUNICIPAL CODE, "PRIMA FACIE SPEED LIMIT ON CITY STREETS" AND REPLACING IT WITH A NEW CHAPTER 11.68 "PRIMA FACIE SPEED LIMIT ON CITY STREETS" WHICH ALLOWS THE POLICE DEPARTMENT TO UTILIZE RADAR ENFORCEMENT OF SPEEDING VIOLATIONS, AND ~¥ABrE FURTHER RL~ff)ING BEYOND THE TITLE (Introduced 5-11-05, Vote, 5-0) Steven T. Mantas, City Attorney ORDINANCE NO. AN ORDINANCE DELETING CHAPTER 11.68 OF THE SOUTH SAN FIL~_NCISCO MUNICIPAL CODE, "PRIMA FACIE SPEED LIMIT ON CITY STREETS," AND REPLACING IT WITH A NEW CHAPTER 11.68, "PRIMA FACIE SPEED LIMIT ON CITY STREETS" TO ALLOW THE POLICE DEPARTMENT TO UTILIZE RADAR ENFORCEMENT FOR SPEEDING ~qOLATIONS The City Council of the City of South San Francisco does hereby ordain as follows: Section 1: DELETION OF CURRENT CHAPTER 11.68, "PRIMA FACIE SPEED LIMIT ON CITY STREETS" Chapter 11.68 of Title 11 of the South San Francisco Municipal Code, "Prima Facie Speed Limit on City Streets," is hereby deleted in its entirety. Section 2: NEW CHAPTER 11.68, "PRIMA FACIE SPEED LIMIT ON CITY STREETS" A new chapter 11.68 of Title 11, "Prima Facie Speed Limit on City Streets," is hereby added to Title 11 of the South San Francisco Municipal Code, to read as follows: Chapter 11.68 PRIMA FACIE SPEED LIMIT ON CITY STREETS 11.68.005 Determination and declaration of prima facie speed limits. The City Council approves and adopts the engineering and traffic survey dated May 25, 2005, prepared by the Police Department and City Engineer, for the streets and portions thereof set forth therein, copies of which are on file and available for public inspection in the offices of the City Clerk and City Engineer. The City Council finds and determines that the survey was conducted in accordance with the Vehicle Code and methods of conducting engineering and traffic surveys prescribed in the California Department of Transportation and that the survey justifies the speed limits set forth in this chapter. The City Council further finds and determines upon the basis of the survey that a speed greater than twenty-five miles per hour will facilitate the orderly movement of vehicular traffic and will be reasonable and safe upon the streets or portions of streets designated in Sections 11.68.015 through 11.68.035 and declares that the prima facie speed limit of each street or portion thereof is the most appropriate to facilitate the orderly movement of traffic and is reasonable and safe. The City Council declares these speed limits as prima facie speed limits for the streets or portions thereof, which limits shall be effective when appropriate signs giving notice thereof are erected upon the streets or portions thereof. 11.68.010 Prima facie speed limit declared twenty-five miles per hour. The twenty-five mile per hour prima facie speed limit shall apply to the following streets: Alida Way - from Northwood Drive to Ponderosa Road Alta Loma Drive - from Arroyo Drive to San Felipe Avenue Alta Vista Drive - from Conmur Street to Valverde Drive Arroyo Drive - from E1 Camino Real to Junipero Serra Boulevard Avalon Drive - from City Limits to Dorado Way Baden Avenue - from Airport Boulevard to Chestnut Avenue Callan Boulevard - from King Drive to Westborough Boulevard S. Canal Street - from South Linden Avenue to South Spruce Avenue Commercial Avenue - from Chestnut Avenue to Linden Avenue Del Monte Avenue - from Alta Loma Drive to Arroyo Drive Evergreen Drive - from Hillside Boulevard to Mission Road Grand Avenue - from Airport Boulevard to Mission Road Hillside Boulevard - Linden Avenue to Sister Cities Boulevard Linden Avenue - from Airport Boulevard to Railroad Avenue S. Linden Avenue - from Railroad Avenue to San Mateo Avenue Littlefield Avenue - from Harbor Way to Utah Avenue S. Maple Avenue - from South Canal Street to Tanforan Avenue McLellan Drive - from E1 Camino Real to Hibiscus Miller Avenue - from Airport Boulevard to Chestnut Avenue W. Orange Avenue - from E1 Camino Real to Railroad Avenue Olympic Drive - from Shannon Drive to Westborough Boulevard Ponderosa Road - from E1 Camino Real to Valencia Drive Railroad Avenue - from Orange Avenue to Spruce Avenue S. San Francisco Drive - from Greenpark Terrace to Hillside Boulevard Extension Spruce Avenue - from Maple Avenue to Railroad Avenue Valverde Drive - from Alta Vista Drive to Avalon Drive Victory Avenue - from South Linden Avenue to South Spruce Avenue All other local streets in residential and business districts in the City not included in this chapter. 11.68.015 Prima facie speed limit declared thirty miles per hour. The thirty mile per hour prima facie speed limit shall apply to the following streets: S. Airport Boulevard - from Airport Boulevard/Produce Avenue to Utah Avenue Allerton Avenue - from East Grand Avenue to Forbes Boulevard N. Canal Street - from South Linden Avenue to West Orange Avenue Chestnut Avenue - from Grand Avenue to Hillside Boulevard and from Commercial Avenue to E1Camino Real DNA Way - from Forbes Boulevard to Point San Bruno Boulevard Dubuque Avenue - from East Grand Avenue to Oyster Point Boulevard Eccles Avenue - from Forbes Boulevard to Oyster Point Boulevard Gellert Boulevard - from Shannon Drive to Westborough Boulevard E. Grand Avenue - from Airport Boulevard to Forbes Boulevard/Harbor Way Grandview Drive - from East Grand Avenue to Point San Bruno Boulevard Gull Road - from Forbes Boulevard to Oyster Point Boulevard Harbor Way - from East Grand Avenue to Littlefield Avenue Littlefield Avenue - from East Grand Avenue to Utah Avenue Mission Road - from Chestnut Avenue to City Limits Mitchell Avenue - from Harbor Way to South Airport Boulevard Noor Avenue - from E1 Camino Real to Huntington Avenue Oyster Point Boulevard - from Eccles Avenue to east end Railroad Avenue - from Linden Avenue to Spruce Avenue San Mateo Avenue - from Airport Boulevard?Produce Avenue to South Linden Avenue/ Tanforan Avenue Shaw Road - from City Limits to San Mateo Avenue S. Spruce Avenue - from E1 Camino Real to Railroad Avenue Westborough Boulevard - from Camaritas Avenue/West Orange Avenue to E1 Camino Real 11.68.020 Prima facie speed limit declared thirty-five miles per hour. The thirty-five mile per hour prima facie speed limit shall apply to the following streets: Airport Boulevard - from San Mateo Avenue to Sister Cities Boulevard S. Airport Boulevard - from City Limits to Utah Avenue Bayshore Boulevard - from City Limits to Sister Cities Boulevard Forbes Boulevard - from East Grand Avenue to DNA Way Gateway Boulevard - from Oyster Point Boulevard to South Airport Boulevard Gellert Boulevard - from King Drive to Westborough Boulevard E. Grand Avenue - from Harbor Way/Forbes Boulevard to east end Oyster Point Boulevard - from Eccles Avenue to Gateway Boulevard Produce Avenue - from San Mateo Avenue to Terminal Court Utah Avenue - from South Airport Boulevard to Littlefield Avenue (east end) Westborough Boulevard - from City Limits to Junipero Serra Boulevard 11.68.025 Prima facie speed limit declared forty miles per hour. The forty mile per hour prima facie speed limit shall apply to the following streets: Hickey Boulevard - from City Limits to E1 Camino Real Hillside Boulevard/Hillside Boulevard Extension - Chestnut Avenue Boulevard Huntington Avenue - from Noor Avenue to South Spruce Avenue Sister Cities Boulevard - from Airport Boulevard to Hillside Boulevard S. San Francisco Drive - Greenpark Terrace to Sister Cities Boulevard to Sister Cities 11.68.030 Prima facie speed limit declared forty-five miles per hour. The forty-five mile per hour prima facie speed limit shall apply to the following streets: Westborough Boulevard - from West Orange Avenue/Camaritas Avenue to Junipero Serra Boulevard 11.68.035 Prima facie speed limit declared fifty miles per hour. The fifty mile per hour prima facie speed limit shall apply to the following streets: Junipero Serra Boulevard - from Avalon Drive to Hickey Boulevard The re-zone of the property is internally consistent with the South San Francisco General Plan and reflects the designation of the site by the General Plan, as adopted in 1999, as High Density Residential. Section 3: Severability In the event any section or portion of this ordinance shall be determined invalid or unconstitutional, such section or portion shall be deemed severable and all other sections or portions hereof shall remain in full force and effect. Section 4: Publication and Effective Date This Ordinance shall be published once, with the names of those City Councilmembers voting for or against it, in the San Mateo Times, a newspaper of general circulation in the City of South San Francisco, as required by law, and shall become effective thirty (30) days from and after its adoption. Introduced at the regular meeting of the City Council of the City of South San Francisco, held the __ day of ,2005. Adopted as an Ordinance of the City of South San Francisco at a regular meeting of the City Council held the day of ,2005, by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk As Mayor of the City of South San Francisco, I do hereby approve the foregoing Ordinance this __ day of ,2005. Mayor StaffReport DATE: TO: FROM: SUBJECT: AGENDA ITEM May 25, 2005 Honorable Mayor and City Council Marty Van Duyn, Assistant City Manager WET WEATHER PROGRAM PHASE I PROJECT CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND KLEINFELDER FOR MATERIALS TESTING AND SPECIAL INSPECTION SERVICES NOT TO EXCEED $30,000. #7 RECOMMENDATION It is recommended that the City Council adopt a resolution authorizing the City Manager to execute a consulting services agreement with Kleinfelder to provide materials testing and special inspection services for the Wet Weather Program Phase I Project, not to exceed $30,000. BACKGROUND/DISCUSSION The Wet Weather Program consists of five phases including Phase I, to upgrade the primary pump stations and to construct an effluent pond and new force mains. To finance the Wet Weather Program improvements, the City applied for and obtained a State Revolving Fund (SRF) Loan in the amount of $45 million. Of this loan amount, approximately $21 million has been allocated for the construction of the Wet Weather Program Phase I project. This agreement will allow Kleinfelder to provide material testing and special inspection services during construction on an on-call (as-needed) basis. The construction of Wet Weather Program Phase I Project is scheduled to be complete by January 2006. FUNDING Funding for this agreement is available through the State Revolving Fund Loan for the Wet Weather Program and developer contributions. BY: A~~~s~~~ Attachments: Resolution Kleinfelder Proposal Consultant Agreement Approve~, / ~ ("3~ .. City Manager,s._.. RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING A CONSULTING SERVICES AGREEMENT WITH KLEINFELDER TO PROVIDE MATERIALS TESTING AND SPECIAL INSPECTION SERVICES FOR THE WET WEATHER PROGRAM PHASE I PROJECT IN AN AMOUNT NOT TO EXCEED $30,000 WHEREAS, the City Council authorizes a Consulting Services Agreement with Kleinfelder to provide materials testing and special inspection services for the Wet Weather Program Phase I Project in an amount not to exceed $30,000; and WHEREAS, funding for this agreement is available through the State Revolving Fund Loan for the Wet Weather Program and developer contributions. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby authorizes a Consulting Services Agreement with Kleinfelder to provide materials testing and special inspection services for the Wet Weather Program Phase I Project in an amount not to exceed $30,000. BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute the agreement on behalf of the City of South San Francisco. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a meeting held on the __ day of ,2005 by the following vote: AYES: NOES: ABSTAIN: ABSENT: S:\Current Reso'sL5 -25 -051deinfelder.agreement. doc ATTEST: City Clerk ~ KLEINFELDER An employee owned company April 25, 2005 File No.: 40182/PW1 City of South San Francisco c/o CSG Consultants Incorporated Attn: Mr. Nourdin Khayata 130A Produce Avenue South San Francisco, California 94080 SUBJECT: Revised Request for Authorization to Provide On-Call Materials Testing and Special Inspection Services for the City of South San Francisco Wet Weather Program Project, South San Francisco, California Dear Mr. Khayata: At your request, we are providing you with this revised request for authorization to ,provide on- Call materials testing and -~pe~ial ihspecti0n :-se:rvl~s'~fc;r:'the City ~'of' S°Uth: san: Frafi~isc~'wet CONTRACT AND BUDGET STATUS" - ':"'~' ~ ' ' ' ' ;' ':' We have been providing environmental and materials testing services during constmction of the project since January 2004 based on your email dated January 6, 2004 and the rates we negotiated at that time. After we began to provide our services, a City of SOuth San Francis~~° subcontractor agreement was negotiated between our senior management and the City's attorneys. The finalized subcontract agreement was signed and. the insurance requirements....a'_s:, noted in the agreement were provided by Kleinfelder. Three copies of the signed agreemem provided to the City of South San Francisco for execution and return to us for our files.~For various reasons, the agreement was never executed and returned, prompting our meeting of April 22, 2005. Our services to date have been provided on an as requested basis using an open-ended City of South San Francisco purchase order. An initial budget estimate was not required, however, in order to provide our services we established an internal budget estimate of $100,000. Based on the April 22 .meeting discussed above, it. is nov~(YOur desire that we provide a maximum fee estimate for o~ remaining sei'vices. T~0ugh April:IS, 2005. we have accrued about $85,160 in fees to' 'sUPl~Ort': e0nStru'ctiofi :6:f.~the pr6j'~ti.: Oi~"Unl~aid fee~ as ~f April 15.are ~PPi:°:~ateiy 40182/PWl(PLE5L246.doc)/jmk Page l of 3 © 2005, Kleinfelder, Inc. KLEINFELDER 7133 Koll Center Parkway, Suite 100, Pleasanton, CA 94566-3101 (925) 484-1700 April 25, 2005 (925) 484-5838 fax $12,230, of which about $1,570 has yet to be invoiced. As agreed in the meeting we will add $30,000 to the current charges, which equates to a total Kleinfelder project not to exceed fee of $115,160. We will not exceed this fee without your written authorization. FEES Fees for our services will continue to be charged on a time and expense basis. Our associate technicians will be charged at a rate of $68/hour including sampling and testing equipment, vehicle and mileage. All other charges will be according to the attached fee schedule, which you have previously approved. Laboratory tests and engineering time will continue to be per the fee schedule and invoiced per the number of tests performed and the labor hours provided. Any services required in addition to those listed would be in accordance with the fee schedule. SB1999, which amends prevailing wage laws, was passed and signed into law by former Governor Davis. This law applies to all California public works projects using public funds and extends payment of prevailing wages to geotechnical and materials inspection and testing services. The law significantly increases inspector's wages for these public works projects. The fee rates for prevailing wage work are included in this proposal. The fees presented in this proposal are based on prompt payment for services presented in our standard invoicing format. Additional charges will be applied for specializing invoicing if backup documentation is needed. These special services will be charged on a time and expense basis. Late fees will be charged if payment is not received in accordance with terms contained in the attached General Conditions. WORK SAFETY The safety of our employees is of paramount concern to Kleinfelder. You will be notified if the location of your project represents a potential safety concern to our employees. Unsafe conditions for field work will' require a modification of our estimated scope of work and associated fees. 'We 'will advise you of the additional' costs.necessary to mitigate these unanticipated conditions, if applicable. LIMITATIONS As our client, please recognize that construction monitoring is a technique employed to reduce the risk of problems arising during construction. Provision of construction monitoring by an engineer is not insurance, nor does it constitute a warranty or guarantee of any type. Even with diligent construction monitoring; some construction defects may be missed. In all cases, the contractor shall retain responsibility for the quality of the work and for adhering to plans and 40182/PW1 (PLESL246.doc)/jmk © 2005, Kleinfelder, Inc. Page 2 of 3 KLEI NFELDER 7133 Koll Center Parkway, Suite 100, Pleasanton, CA 94566-3101 (925) 484-1700 April 25, 2005 (925) 484-5838 fax specifications and for repairing defects regardless of when they are found. We do not undertake the guarantee of construction nor production of a completed project conforming to the project plans and specifications. Sincerely, Geotechnical Construction Project Manager Donald G. Gray, GE #351 GeoSciences Group Manager CMc/DGG/jrnk A revised City of South San Francisco (Client) subcontractor agreement will be provided to Kleinfelder by May 11, 2005. Until that time, your signature below will indicate that the City agrees to the ~Scope of services and estimated fees described in this revised request and conditions contained in the previously signed subcontractor agreement, which was not executed and returned, the language of which both parties have agreed to. By: Title: Client Name Date: 'Please sign and make a copy for your files, then return the entire proposal in the envelope provided. 40182/PW1 (PLE5L246.doc)/jrnk © 2005, Kleinfelder, Inc. Page 3 of 3 KLEINFELDER 7133 Koll Center Parkway, Suite 100, Pleasanton, CA 94566-3101 (925) 484-1700 April 25, 2005 (925) 484-5838 fax CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND KLEINFELDER A SSOClA TES THIS AGREEMENT for consulting services is made by and between the CITY OF SOUTH SAN FRANCISCO ("City") and KLEINFELDER ASSOCIATES ("Consultant") (together sometimes referred to as the "Padies") as of June 1, 2005 (the "Effective Date"), Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A, attached hereto and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on June 1, 2006, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance, Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profeSsion in which Consultant is engaged in the geographical area in which Consultant practices its profesSion. Consultant shall prepare all work products required by this Agreement to the standards of quality normally observed by a person practicing in Consultant's profession, at the time the services are being performed. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary, to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for on-call materials testing and special inspection services consistent with Consultants modified fee schedule (a copy of which has been provided in the Consultants proposal dated April 25, 2005) notwithstanding, any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered Consulting Services Agreement between City of South San Francisco and Kleinfelder, Inc. 5/5/2005 Page 1 of 14 pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 2.2 2.3 2.4 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred pdor to the invoice date. Invoices shall contain the following information: · Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; · The beginning and ending dates of the billing period; · A Task Summary containing the original contract amount, the amount of pdor billings, the total due this pedod, the balance available under the Agreement, and the percentage of completion; · At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a bdef description of the work, and each reimbursable expense; · The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; · The Consultant's signature. Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above topay Consultant. (Deleted) Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make Consulting Services Agreement between City of South San Francisco and Kleinfelder, Inc. 5/5/2005 Page 2 of 14 no payment for any extra, further, or additional service pursuant to this Agreement, unless previously approved by The City in writing. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a propedy executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the following fee schedule, for a period of 12 months following the date of the contract: (See attached) 2.6 Reimbursable Expenses. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date, 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSUI:~&NCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall Consulting Services Agreement between City of South San Francisco and Kleinfelder, Inc. 5/5/2005 Page 3 of 14 provide Certificates of Insurance, attached hereto and incorporated herein as Exhibit B, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this section and under forms of insurance satisfactory, in all respects, to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on.any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 Or GL 0002 (most recent editions) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9. No endorsement shall be attached limiting the coverage. Consulting Services Agreement between City of South San Francisco and Kleinfelder, Inc. 5/5/2005 Page 4 of 14 4,3 4.4 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. Professional Liability Insurance. 4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the pedod covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: The retroactive date of the policy must be shown and must be before the date of the Agreement. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. Co If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. All Policies Requirements. 4.4,1 Acceptability of insurers. All insurance required by this section is to be placed with insurei's with a Bests' rating of no less than A:VII, Consulting Services Agreement between City of South San Francisco and Kleinfelder, Inc. 5/5/2005 Page 5 of 14 4.4.2 4.4.3 4.4.4 4.4.5 Verification of ~rage. Prior to beginning any work under this Agreement, Consultant shall~,~-~ity with complete certified copies of all policies, including complete certified Copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. Notice of Reduction in or Cancellation of Coverage, A certified endorsement shall be attached to all insurance obtained pursuant to this Agreement stating that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. In the event that any coverage required by this section is reduced, limited, cancelled, or materially affected in any other manner, Consultant shall provide wdtten notice to City at Consultant's earliest possible opportunity and in no case later than ten (10) working days after Consultant is notified of the change in coverage. Additional insured; primary insurance. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant in the course of providing services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers for consultant's negligence, and that no insurance or self-insurance maintained by the-City shall be called upon to contribute to a loss under the coverage. Deductibles and Self-Insured Retentions. Consultant shall .disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. Consulting Services Agreement between 5/5/2005 City of South San Francisco and Kleinfelder, Inc. Page 6 of 14 4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for. subcontractors shall be subject to all of the requirements stated herein. 4.4.7 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: · Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or · Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss' of life, damage to property, or violation of law arises wholly from the gross negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property,' or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. Consulting Services Agreement between City of South San Francisco and Kleinfelder, Inc. 5/5/2005 Page 7 of 14 In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6,1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or beCOme entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Aqent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7,1 Governing Law. The laws of the State of Califomia shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Requlations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7,4 Licenses and Permits..Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications,. and approvals of whatsoever, nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its Consulting Services Agreement between City of South San Francisco and Kleinfelder, Inc. 5/5/2005 Page 8 of 14 7,5 Section 8. 8.1 8,2 13 employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. Nondiscrimination and Equal OpportuniW. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. TERMINATION AND MODIFICATION. Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon 30 days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a wdtten amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. Amendments. The parties may amend this Agreement only by a writing signed by all the parties. Consulting Services Agreement between City of South San Francisco and Kleinfelder, Inc. 5/5/2005 Page 9 of 14 8.4 8.5 Section 9. 8.6 9.1 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. Survival, All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6,2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. KEEPING AND STATUS OF RECORDS. Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereUnder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties unless required by law. Consulting Services Agreement between City of South San Francisco and Kleinfelder, Inc. 5/5/2005 Page 10 of 14 9.2 9.3 Section 10 10.1 10.2 10.3 10.4 10.5 10.6 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. MISCELLANEOUS PROVISIONS. Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of Califomia in the County San Mateo or in the United States District Court for the First Distdct of California. Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. NO Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. Use of Recycled Products. Consultant shall prepare and submit all reports, wdtten studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. Consulting Services Agreement between City of South San Francisco and Kleinfelder, Inc. 5/5/2005 Page 11 of 14 10.7 10.8 10.9 10.10 10.11 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et. seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code'§ 1090 and, if applicable, will be disqualified from holding public office in the State of California. Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any wdtten materials. Contract Administration. This Agreement shall be administered by Ray Razavi, City Engineer ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. Notices. Any written notice' to Consultant shall be sent to: Kleinfelder, Inc. 7133 Koll Center Parkway, Suite 100 Pleasanton, CA 94566-3101 Any written notice to City shall be sent to: City Clerk City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled Consulting Services Agreement between City of South San Francisco and Kleinfelder, Inc. 5/5/2005 Page 12 of 14 "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 10.13 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. Counterparts. This Agreement may be .executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. Consulting Services Agreement between City of South San Francisco and Kleinfelder, Inc. 5/5/2005 Page 13 of 14 The Parties have executed this Agreement as of the Effective Date. CITY OF SOUTH SAN FRANCISCO Barry Nagel, City Manager Attest: CONSULTANT Sylvia Payne, City Clerk Approved as to Form: Steven T. Mattas, City Attomey 207532_1 'Consulting Services Agreement between City of South San Francisco and Kleinfelder, Inc. 5/5/2005 Page 14 of 14 EXHIBIT A SCOPE OF SERVICES See attached Consulting Services Agreement between City of South San Francisco and Kleinfelder, Inc - Exhibit A Page 1 of 1 EXHIBIT B INSURANCE CERTIFICATES See affached 207532_1 Consulting Services Agreement between City of South San Francisco and Kleinfelder, Inc - Exhibit B Page 1 of 1 CERTIFICATE OF LIABILITY INSURANCE I DATE (MM~DJY~ 04/0]/200,5 03/31/2005 Lock[on Insurance I~rokere, Inc. 4275 Executive Square,' Suite 600 License #0714705 La Jr, Ua CA 92037 (858} 5B7-3100 INSURED t052304 Kleinf~lder, tnc, 5015 shoreham Place San Diego CA 92122 THIS CERTiFiCATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFER~ NO P. IC.H'I'~ UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLIblES BELOW_ INSURERS AFFORDING COVERAGE THE POLICIES OF ]NSUR,N~CE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE ~OLICY PERIOD INDICATED. NOTWITHSTANDING .A,"~~ I~EQUIP. EMEN'I', TERM O~ CONDITION OF ~V CONTRACT QB OTHER DOCUMENT WITH ~E~P~CT TO ~IGH ~1~ GERTIFICATE ~Y BE 133UED ~Y PERTAIN, THE IN~U~NCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJEC~ TO ALL THE TERMS, ~CLUSIONS AND CONDITION~ OF ~UCH POLICIES. AGGREGATE LIMITS SHO~ MAY HAVE BEEN REDUCED BY PAID C~I~. ~NSR PQ~IGY EFFE~VE POLI~Y EXPIATION I..T~ ~ OF IN~U~NCE POLICY NUMB~ mA~ rMM~nm~ ~ ~ul~ LtM~8 A X COMMeRCe. 6DNB~AL I_l~BlL;q~ GI,7061OlR 03/3]/2005 0&'01/2006 ;~ DAU~a~(AW="~r"/ $ 250,000 A [L'LA~SMkL~ ~ u~cun PE~P~O,IRL~TACGREOA"f'II 03/31/2005 0&'01/2006 ~:~l.~w~epCr~po} ~EN'L AO'~RECATE UMff APPLES PE~ ~0~JCTS- COM:~OP ~GG $ .~?00~0~ AUTOMOBILE LI~IH~ Ct~.4~IN~D ~FgL~ [IM~ r A X ~.,T~ 8262012 (ADS) 03,9112005 04/01/2006 :[~¢~,~ * 2.000.0~ A __ A~O'~EDA~CS 8262013 0%) 03/31/2005 04101/2006 BODILY~MLI~Y ~ P~PER~ D~AGE (Per ~'~LmfO NOT AP~I.JCARLE o~ mAN ~AACC ~XCESS LrABIL~ EAO,I OCCURRENCE $ ~ O~CU.' '~ CL~I~Db NOT APPLICARI,E AG, G~EOATE ~ETE~ON .$ ,,. $ ~'~ ~ ~m nw.~'~,~m~ ~ WC 11'/'/~)6 (.~O~) 04/01/2005 04/01/7006 z L, ~A~Cm3[~ { [,000,000 e L ~ms~As~. POL~ UME ~ LO00.O~ . C OmER EOC 379527001 ~/01./200~ ~i01/2006 ~,~,~0 ?~ ~ (~ccpt 10 days nolic¢ of c~mc¢ll~on ~or non p~tnt, efprmm~m,) ~oj¢ct: SSF Wet Wca~tCt'. ~ 40182 ~:~ - ~TE ~: CERT}FIOAT}~ WOLOER I,,,,, LADBTIONm'I"suRED: INSU*ERLB'rB,: . :ANCELL4TIOq ~, ,~,,.1,.17,~,] ...... SHDULO ANY OF THr: ABOV~ DESCRIBED P~I.~IE,'~ BE C~C~LED BEFORE ~E EXPIRA~0N ~A~E THE~OF,~E }~UING INSU~RWILL END~VOR T0 MAIL ~ 0AYS ~N ~CE~O~ECEET]FICA~ HOLDER N~BDTO~L~ B~FAEURE~D0 ~Og~L ~PEESENTA~VES. A~ORI~EO ~PRES~TA~ ,, ~ __, 2038122 C~ of South ,.~n Francisco Attn; Michncl A, Wilson. City Manager 4O0 Grand Avenue ~uulh 3un Fralx;isco CA 940[~0 ! ACORD 25-S (7197) Project Name: SSF Wet Weather Cullt. r~u[ Nu./DmLu. April, 30Ltl 2004 KA Project: 40182 The City of 80utl~ Sa~r F~ m~uisuu, iL50~(.;~r's, Employees, Agen'~s end Volunteers are named as Insured for General and Auto Liability as respec[s Insured's work performed on behalf of Certificate Holder. Insurance is primary for General and Professional Liability and applies to claims/damages only in proportion to the ex'~et~t caused by ~egligu~[ muL~ u~ umi~iorls oi' the Named Insured, Waiver of Subrogation inolU~led for Work Comp, General and Auto Liability. Certificate ID: 2038~t~2 ~/fisc Attaehmen~: M~44709 Staff Report AGENDA ITEM #8 DATE: TO: -FROM: SUBJECT: May 25, 2005 Honorable Mayor and City Council Marty Van Duyn, Assistant City Manager OYSTER POINT INTERCHANGE AND GRADE SEPARATION PROJECT AMENDMENT TO THE CONTRACT WITH S&C ENGINEERS, INC FOR $324,546. RECOMMENDATION It is recommended that the City Council adopt a resolution authorizing the City Manager to execute an amendment to the consulting services agreement with S&C Engineers for continued construction management services including contract administration, construction inspection and close out for the Oyster Point Interchange and Grade Separation Project Phase II (Flyover) and l~hase III (Hook ramps) in the amount of $324,546. B ACKGROUND/DIS CUSS ION On August 22, 2001, the City entered into an agreement with S&C Engineers, Inc for construction management services for the Oyster Point Interchange and Grade Separation Phase 1I (Flyover) and Phase 111 (Hook Ramps) projects. The Oyster Point Grade Separation Phase II (Flyover) construction was completed in 2004. The Oyster Point Phase 1II (Hook ramps) construction is expected to be completed by August 2005. Final record drawings, record of survey and right-of-way transfers are scheduled to be completed by December 2005. This amendment for $324,546 will include continued construction management services needed to complete the construction of the Hook Ramps and to close-out both the Flyover and the Hook Ramp projects. FUNDING Funding is available through the 2004-2005 Capital Improvement Program (CIP) for the Oyster Point Grade Separation Phase II (Flyover) and Phase 111 (Hook Ramps) Project. Staff Report Subject: Page 2 OYSTER POINT GRADE SEPARATION PROJECT PHASE 1/I (HOOK RAMPS) AMENDMENT TO THE CONTRACT OF S&C ENGINEERS, INC By: ~~'~'~-~-~. Marty Van Duyn Assistant City Manager Approvec~.,_. "(~..._~ City ManageN..~_ Attachment: Resolution Copy of Amendment Letter of Amendment Request Copy of S&C Engineering Agreement RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING AN AMENDMENT TO THE CONSULTING SERVICES AGREEMENT WITH S&C ENGINEERS FOR CONTINUED CONSTRUCTION MANAGEMENT SERVICES INCLUDING CONTRACT ADMINISTRATION, CONSTRUCTION INSPECTION AND CLOSE OUT FOR THE OYSTER POINT INTERCHANGE AND GRADE SEPARATION PROJECT PHASE II (FLYOVER) AND PHASE III (HOOK RAMPS) IN THE AMOUNT OF $324,546 WHEREAS, the City Council desires to execute an amendment to the Consulting Services Agreement with S&C Engineers for continued construction management services including contract administration, construction inspection and close out for the Oyster Point Interchange and Grade Separation Project Phase 1I (Flyover) and Phase 1II (Hook Ramps) in the amount of $324,546; and WHEREAS, funding is available through the 2004-05 Capital Improvement Program for the Oyster Point Grade Separation Phase II (Flyover) and Phase III (Hook Ramps) Project. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby awards an amendment to the Consulting Services Agreement with S&C Engineers for continued construction management services including contract administration, construction inspection and close out for the Oyster Point Interchange and Grade Separation Project Phase II (Flyover) and Phase I11 (Hook Ramps) in the amount of $324,546. BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute the agreement on behalf of the City of South San Francisco. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a meeting held on the ~ day of ,2005 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk S:\Current Reso'sX5-25-05S&Cagreement.res.doc March 28, 2005 Mr. Bijan Beigi Projects Manager Ci.ty of South San Francisco P.O. Box 711 South San Francisco, CA 94080 REQUEST FOR CONTRA ~ AMEND2qENT MARCH 26, 2005 TO COMPLETION Dear Mr. Beigi: S&C Engineers, Inc. is requesting an amendment to the agreement between the City of South San Francisco and S&C Engineers, Inc. to provide Construction Management Services for the Oyster Point Interchange Project. This amendment will cover all estimated costs from March 26, 2005 through anticipated construction completion in August, 2005 and contract/document closeout anticipated in December, 2005. Please contact me with any questions. I can be reached at (510) 760-8393. Sincerely, Bill Carlson, P.E. Pr0iect Manager/Resident Engineer -enciosure cc: File 10601.04 1tl BROADWAY I SUITE 300 ' OAKLAND, CALIFORNIA 94607 ' TEL 510.272.2970 ' FAX 510.272.2972 EXHIBIT C REQUEST FOR ADDENDUM - March 26, 2005-Completion Project ManagerJResident Engineer Office Engineer Lead Civil Inspector Civil/Structures Inspector Lead Structures inspector M iscel laneous Direct Costs Materials Testing Services 5% Markup on Materials Testing Sub. Notes: 2005 Mar~;h'26-CIoseout '900 $ 137.35 $ 123,616.99 $ 115.47 $ $ 111.83 $ 80o $ 108.-m $ 86,5~4..o5 900 $ 114.26 $ 102,834.00 $ 11,000.00 $ 550.00 ..... ToTAL $ . 324,54§-03.1 Rates include salary, overhead, profit, cell phones, and vehicles for each employee. Rates reflect a 5% yearly increase for labor inflation. Rates for additional resources wilt be negotiated should the City require their services. inspection and office engineering positions would be eligible for I t/2 times pay of overtime is necessary, Overtime rates will be as follows: JP'rojec[ ManageflResident Engineer Office Engineer ILead CiVil Insp~:~t0r ' Civit/S~mctures.. Inspector Lead Structures Inspector 2oo5j N/AI 138.54I 135.23J 129.24J 136.99~ CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND S&C ENGINEERS, INC. THiS AGREEMENT for consulting services is made by and between the City ot' South San Francisco ("City") and S&C Engineers, Inc. ( Con,_ultant' ) as of August ~'; 2001 Section 1. SERVICES. Subject to the terms and conditions set fort~h in this Agreement, Consultant shall provide to City all of the services OServices") described in the Scope of Services attached as Exhibit A at the time and place and in the rammer specified therein for the Maximum Price specified in Section 2, below. In the event of a con.flict in or inconsistency between the terms of this Agreement and any exhibits, the Agreement shall prevail. 1.1 Term of Services. Consultant shall complete the Ser ~.mes by .August 22, 2004 ("Completion Date"). 1.2 Termination. 1.2.1 1.2.2 For Convenience. City may terminate this Agreement at any time and without cause upon written prior notification to Consultant specifying the effective date of such termination. For Cause. If the City' determines that the Consultant has committed a material breach, in addition to m~y other available remedies, the City may give notice concerning teirnination for cause and tem~.inate the Agreement for cause in accordance v~4th the following: 1;2.2.1 The Ci-ty will give the Consultant and its sureties, if any, written. notice of the breach indicating the City's intent to terminate the agreement for cause if the breach is not cured in accordance with the notice. 1.2.2.2 The notice of breach will state that if the breach is not cured within 10 calendar days from the date of the notice, or that if steps to commence cure of the breach that are satisfactory, to the City are not taken within 10 calendar days from the date of the notice, that the City may issue a notice of termination of the Agreemem. 1.2.2.3 If the breach is not em'ed or if steps to corm~aence cure of the breach that are satisfactoU to the City are not taken within '10 ]anum? 28, 2002 ~g Services Agreement between City of South San Francisco and S&C Engineers, Inc. ~. ........ ,o~_~.~.~.:-~- ~ C:\W1NDOWS\Desktop\SC City Contract k~eement~an2g'd°c~~~ ~~ Page 1 of calendar days from 'the date of thc no~ic.e, the Ci~ may issue a notice of tennination of the Agreement. 1.2.2.4 Following issuance of a notice of termination of the Agreement, the Agreement will terminate effective on the eleventh calendm' day i'olIowing the notice of intern 'to terminate the Agreemertt or a later date specified in the notice. 1.3 Standard of Performance. Consultant shall perform thc Services in the manner and according to the standards observed by a compele:at practitioner of the profession in which Consultant is e~gaged in 'the geographical area in which ~ · ail work products '~ t Consultan practices its profession. Consultant shall prepare required by this Agreement in a substantial, first-class rammer and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. Failure bx! the Consultm~t to perfbrm the Services in accordance with this provision shal-1 constitute a material breach of Consultant's obligations under this Agreement. 1.4 Assignment of Personnel. Consultant shall assign only competent personnel 'to Cerform the Services.. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receix'ing notice from City of such desire, reassign such person or persons. 1.5 Time. Consultant shall devote such time to the perlbrmance of the Services as may be reasonably necessaD; to meet the standard of performance provided in Section 1.3 above and to satisfLy Consultant's obligations under this Agreement, ection 2 C , TION. Unless this Am:eement is anaended in accordance with ~ection z. . _ O,MPEN.SA ~, .... k~ c,;,,~h~ll he. obliaated to pay the Consultant Section 8, below, the maximum amaount tllat tlic ~.~.tt2 ........... ~ '~ ("Maxh~mm Cos '), notwifl~standing - ,' exceed $2,900.,31.30 performance of the Serx~ces shall no~ - any contrary prox, ision in this Agreement including, wSthout limitation, any exhibit. City shall pay Consultant for Services performed in accordance with this Section 2. The payments specified in this Section 2 shall be the only payments the City is obligated to make to Consultant for performance of the Selwices. To be eligible for payment, Consultant invoices m.ust be submitled to City' in accordance with this Section 2. Consultant and City acknowledge and agree that payments by City to Consultant under this Agreement are for labor, direct costs, overhead, m~d markup exper~ded and profit earned up to, but not exceeding, the Ma×imum Cost, in accordance this Agreement and the payment schedule -- ]anuary 28, 2002 Consulting Services Agreement between City of South San Francisco and S&C Engineers, lnc. C:\WiNDOWS\Desktop'\SC Cil,,; Contract A~reement_jan28.doc~Sg--C4U-G~-'q"m'm - ~ ...... ~, c, ~ ~ ,, ,~ ~> ~r-,.-~ c~ ~' ~ - ~ ~ , -,-, Page ~ of 2~~¢~ attached as Exhibit C to this Agreement. Such payments include all costs that the City is obli~nted to pay for personnel compensation, including, without limi'tat}on~ s.:-daries and benefits. · 'ncun'ed for work of any and all employees.~ privities, and/or represematives of Consultant engaged in the performance of the Services. Such payments by the City also include, without limitation, the maxinmm amd entire cost of any contributions to any pensions; annuities, and/or other retirement o~~ other benefits which the City shall be obiigaled to pay for any such benefits to which employees of Consultant and/or Consultant's privities and/or representatives may be entitled fox' their iperformance of the Services. Such payments by the City also include, without limitation; the maximum and entire amount the City shall be required to pay :for any amounts 'for which the Consultant's employees, privities or representatives may be entitled pursuant to California Labor Code Section 177t or any other provision of law £or performance of the Services. Consultant hereby aarees to indemni~'; hold harmless and defend the City against any liability of any kind for payment of any compensation costs in excess of those the City is obligated to pay pursuant to Exhibit C and this Agreement. City has no obligation 'to pay Consultant for any compensation that may be due Consultam's employees., privities or representatives in excess of payments the City is obligated to make pursmmt to Exhibit C and this Agreement. · 2,.1 l._nyoices. Consultant shall submit invoices, not more often thm~ once a month during the term of this Agreement ibr the cost of labor, direct costs, overhead, and Se~qc. es performed in accordance with markup expended and profit emTned for ' "'~ this Agreement after the prior invoice dme, if any, and prior to thc invoice date. To be eligible for payment, invoices submitted for payment, must, when added to the cumulative total of invoices previously paid by the Cie-, not exceed the ..... Maximmn Cost, and must contain the following information: Serial identification; i.e., Progress BillNo. 1: etc.; The beginning and ending dates of the invoice period; · A summaW speci~4ng the Maximum Cost, the total amount of prior invoices.- the total due that period, thc 'balm*ce of the Maximum Cost not yet expended, and the percentage of completion; A copy of the 6me entries or time sheets for the invoice period shall be submitted showing the nmne of the person performing the Services, the hours spent by each person, a brief description of the Services performed, and ,e~ch reimbursable expense; · A statement by the Consultant-that states each employee, privity and representative of C. onsultmlt performing the Services under this Agreement waives any and all claims tbr pEtkS benefits. · The signature of a person authorized to bind the Consultant. elnent between City of South San Francisco and S&C F~g~.n..,~)ee~o~.,C~C C~.t,,, Con~ract Am'eement-janXg'd°cG-:k~C' "~-m~*ae~ C:'.,.WI~DOWS"u ' ' ' "~x;o~-'"*'-~'~~:~' ....... ~b~ ..... ~.--. 2~-~6~e~' ' .. =~ nr~ ~k~~-~ ...... 2.2 Monthly Payment. City shall 1-',ay invoices submitted in accordance with this Section 2 within 30 days of receipt for Services pc:-!',.~,r..~.c,! b~ acco;dance x~'i~h ibis Agreement, and for reimbursable costs incun'ed that are authorized pursuant to this Section 2. 2.3 2.4 2.5 2.6 Total Payment. Total payments by 'the City to the Consultam under this /kgreement shall not exceed the lesser of t) the sum o:[' ail costs Ibr labor, direct costs, overhead, and markup expended and profit earned as reflected in hn.,oices submined in accordance with this Agreement and the l:)ayn~ent schedule atlached as Exhibit C~ Ci~ shall not pay any additional suni for any expense or cost whatsoever incurred by Consultant in rendering services pursuant lo this Agreement or 2) the maxim~a cost of this A~'eement. In no event shall Consultanl submit any invoice ~br an amount in excess of the maximum amount of compensation provided above either Ibr a rusk or ~br the entire Ag~emc..t, m~lcss ~1~ Agreement is modified prior to the submission of such au~ invoice by a properly executed change order amendment. Itourlv Fees. Fees for work peribrmed by Consultant on an hourly basis shall exceed fl~e amounts shown on the following fee schedule: . SCI ~. SEE EXHIB1T C - PAYMENT - lED~ ~LF Reimbursable Expenses~ Reimbursable expenses are specified below, and shall not exceed seven thousmad five hundred ($7,500.00). Expenses not listed below are not ch~geable to Cie-. Reimbursable expenses are included in the total mnount of compensation provided under this Agreement and shall not 'be exceeded. SEE EXHIBIT C - pAYMENT SCHEDULE ~,ment of Taxes. Consultm~t is solely responsible i~r the payment of ALL taxes incur'ed under ~his Agreement. Termination. In the event that the City terminates this ~*~,nent upon ~ ' ...... - ..... ' .... t ik~r ali outst~ding costs ~d ' ........ ~.. _~..u ~-m,,ensate the Agreement, c~ty snat~ ~ expenses incurred i~r work satisfactorily completed as of the date of reimbm'sable lermination. Consultmnl snal! maimain adequate logs and wri~enfimesheetsnoticein order°f to veriiS'}~, costs incm'red to 0mt date. If Consulter i~ils to maintain proper documentation for costs and expenses incurred in peribrming the ,lanuary 28, 2002 - - ,' s Agreement between Consulting Ser~ ~ce CiW 0[ South San Francisco and~ s&C Engineers, lng. C :.~,W IN DOW S.xD eskt op',SC. City ~~~~me~_ ~ --' ~ ~t~~ ,~~~~ services authorized in this Agreement, Consultan'~ sha}l not be entil'.led to paymenI or reimbursement for said costs. Authorization to Perform Se~wices. The Consultant is not tmthorized to perform any additional sea, ices whamoever under ~he terms of U~is Agreemem until an Amendment to 'this Agreement has been executed by !tae City Manager and Consultant. Section 3~ FACILITIES AND EQUIPMENT. Except as set R)rth herein, Consultant shall, at its sole cost and expense, provide alt facilities and equipment that may be necessary to perform the services required by tNs Agreement- City shall, make available to Consultant only the Facilities and equipment listed in Exhibit A, Scope of Services, attached hereto and incorporated herein, and only under the temps and condilions se~ :fbrth herein. City shall fm'nish physical fkcilities such as desks, filing cabinets, and co~H~rence space, as may be reasonably necess~y ibr Consultant's use while consultix~a with City employees and rex;iewing records and the information in possession of the t.~t). The location, quantity, and thne of ikn-nishing those facilities shall be in the sole discretion of City- In no event shall City be obligated to furnish any facility, oflmr than those speci'12cally identified in Exhibit A, that may involve incm~ing ~Y direct expense, including but not limited to computer, long-distance telephone or other commmaication charges, vehicles, and reproduction facilities. Seqion 4. in3uries to persons or damages shall procure "occmxence coverage" msmance against cm~ ~-c .. to propeNy that may arise from or in cmmeclion with the perfom-mnce c ,. the work hm-eunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultm~t shall maintain the insurance policies required by this section throughout the term of fl~is Agreement. The cost of such insnr~ce shall be included in lhe Consultant's hourly fees. · Consultant shall, at its sole cost and expense, 4.1 W~e~' C~~*JI~: Compe!~ation insurance and Employer's Liability maintain Stamto~ WoN.ers' Insurm~ce for any and all persons exnP!°Yed dh-ectly or indirectly by Consulter. ~, o ......... Workers' Compensation Insurance and Employer's Liability the otatuto~S -. n .~;*.~ limits Of not less than ONE MILLION Insurance shall be prox;m~u , ........... atlerBativ% Consultant mas, rely DOI2LARS ($1,000,000-00)per accident. In the - on a self-insur~ce program to meet those requirements, bm only if the program of selginsurance complies fully with the proviSiOnS of the California Labor Code. Determination oi-whether a selginsuramce program meets the standards of Labor Code shall be solely in the discretion of t&e Risk Manager. The insurer, if inszxrance is pro,ideal, or fl~e Co~xsultant, if a program of selginsurance anumT 28, .00- v ices A greemen~ between City of Soulh San Francisco ...... c4 and s&C Engineers, lng. A~reement 3an28'd°cC~C~'~ C xW IN DOWR~De~kt°pXSC Ciw Contract . ~ ~I~~ ....... .... ~,~ .~ ~(~4~ .A~a~=. · Page 5 4.2 provided, shall waive all rights of subrogation agains~ the Cits;' and its o['!Scers, officials, employees, and volm~teers ±'or loss arising fi'om work pert'ormed under this Agreement. An endorsemem shall state that coverage shall not be susper~ded, x, oided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by Certified mail, return receipt requested; has been given to the City. Commercial General and Automobile Liabili~' Insurance. 4.2.1. 4.2.2 4.2.3 General requirements. Co~sultant, at its own cost and expense, shall maintain commercial general and auto~obite liability insurance for the term of this Agreement i~_ an amom~t not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreeme~t. If a Commercial General LiabiliD' Insurance or an Automobile Liability form or other form with at general aggregate limit is used, either the ,general aggregate l. imit shall apply sepm'ately to the work to be performed under tiffs Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising bodily amd personal injury, including death resulting-therefrom., and damage to property resulting fi-om activities cop, templated under this Agreement, including the use of owned and non-owned automobiles. Minimum .sco~era~ Commercial general coverage shall be at least as broad as lnsm'ance Services OtTfice Commercial General Liability occmn'ence ibrm CG 0001 (ed. 11/88) or insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensix'e General Liability and Insurance services Office form number GL 0404 covering Broad Form Comp-rehep, si'/e General Liability. A,,~tomobile Coverage shall be at least as broad as Insurance Services Ottice Automobile Liabilib' -form CA 0001 (ed. 12/90) Code 1 (~an.x.., auto"). No endorsement s'hall be attached limiting the coverage. ~nal re m'rements. Each of the -l'ollowir~g shall be included i~ the insurance coverage or added as ar~ endorsement to the policTY: ]anum'y ~8, _002 rnent l,e~ween Am-¢emen~ ian 2 g ' d ° c '' '~G-Gi~-'G6m t~et` and S&C Engineers, Iht' - ......... .- · ' ' ' C:,,wiNDOWSkDesktopKSC C~y Contract ~ .... .~X.~-*, :~"..--' . , ~ ..~.z,,~x~,--~ ..... City and its officers, empk)yees, agents, and volunteers shall be cox(cred as insureds with respect 1o each of the following: liability arising oui of activities performed by or on behalf of Consultant, including lhe insured's general supervision of Consultanl; products and completed operations of Consultant; premises owned, occupied, or used by Consuhant; and automobiles owned; leased, or used by the Consultant. The coverage shal! contain no special limitations on 'the scope of protection aftbrded to City or its officers, employees, agents, or volunteers. The insm'm~ce shall cover on an occun'cnce or an accident basis, and not on a claims-nqade basis. 4.3 c. An endorsement must state that covcrag, c is primm'y insurance with respect to the City and its officers, o:I:nc.~ats, employees and volunteers, and ~hat no insurance or sclMnb,.~ancc maintained by the City Shall be called upon to contribute to a loss under coverage. d. Any failure of cONSUL[ANI to comply with reporting proxd sions of the policy shall not afikct coverage pro~'ided to CITY and its o[ficers, employees, agents, and volunleers. e. An endorsement sh~l state thai coverage shall not be suspended, x, oided, c~celed by either party, reduced in coverage or ha limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. ~~ht In~rance~ Consultant, m its own cost m~d expense, shall maintain for the period cox, ered by this Agreement protksskmal tiabiliW gusto'ante peribrming work pursuant to this Agreement in an for licensed professionals '- amount not less than ONE MILLION DOLLARS ($1~000,000) covering the licensed professionals' errors ~d omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall noi be suspended, x;oided, canceled by either Pm'~~, reduced in coverage or in limits, except aher ._ ,~:~ qmwices Agreement between C oBSultlng Dui v, . CiU of South San FranmSCO . and s&C Engineers, Inc. Aoreement~anz3-ooc~ CiX~lNDOWSX~eskto~xSC C~t~; Contract _ 4.3.3 4.4 thirty (30) days' prior written notice by certified ~mfii:. return receipt requested, has been given io the CiLx,'. The £otlowing provisions shall apply., if t]~e professional liability coverages are written on a claims-made ti( rrn_: The retroactive date of lhc' policy must be shown and must be before the date of the Agreement. b~ Co Insurance must be maintained and evide!~ce o'r' insurance must be provided for at least five years after comj?.leii, o.l.~ of the Agreement or the work, so long as commercially available at reasonable rates If coverage is canceled or not renewed and it is not replaced with another claims-made poiicv lb~un wid~ a retroactive dae tha't precedes the date of lhis ~agreement, Co~sultam must provide extended reporting coverage ibr a minimum of five years after completion of the ~kgreemcnt or the work. The CiU~ shall have the right to exercise, at the Consultm~t's sole. cost and expens% any ' extended reporting prox:isions of fl~,e poi '...~ it the Consultant cancels or does not renexn~ the coverage. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of may work under this Agreement. All..~Policies 1~ 4.4.1 Acceptability of Insurers~ All i~surancc required by tl~is section is to be ¢laced with insurers with a Bests' rating of no less 'than A:VII. · that indicate the · - - ' , ~raoe - 4.4.2 .~~, of Coveraoe- Certificates of Insurance required coverage shall be submitted as E×hibit B and made part of this Agreement prior to execution of this Agreement- In no event shall the Consultant or its subcontractors, agents, employees or officers begin work under this Agreement unless said evidep-ce of i. nsurance coverage has 'been received and approx'ed as to Cfm by the Risk Manager. The certificates an~d endorsements i'or each insurance policy are to be signed by a person authorized by that insurer to bit~d coverage o~ ~:ts behalf. 28; 2002 ~ Services Agreement between City oi' South San Francisco and S&C Engineers, lnc. cS.wINDOWSXDeskt°PtSC City Co~ltract . -- ~ .., ~-~t~A~;9~O~ ~ '-- ,,, . . 1 '~ ..... ~~<~ ~ %~' ~- ....... _.. --,._,..,. ~ ~:~1-~-~*t~ ..... 4.5 4.4.3 4.4.4 4.4.5 4.4.6 Subcontractors. Consuhant shall include all subcontractors as insm-eds under its policies or shall £nrnish separate ce_rtiticates and endorsemcnts for each subcontractor. All coverages for subcontraclors shall be subject to all of'd~e requirements stated herein. Variation. The Risk Manager may approve a variation in the foregoing insurance requirements, upon a determinalion that the coverage, scope, linqits, and forms of such insurance are either not commercially available, or that the City':s interests are otherwise fully protected. Deductibles and Self-Insured Retentions. Consuitant shall disclose to and obtain the approval of Risk Manager for the sel£-insured retentions and deductibles before beginning zmF of the services or work called for by any tern] of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of the l~isk Manager, Consultant may increase such deductibles or self-insured retentions with respect to L,~t~, its officers, employees, agents: and volunleers. The Risk Manager may condition approval of an increase in deductible or sel'lCinsured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim admi~¢stration, m~d defense 9xpenses that is sadsi5%tory in all respects to each of them. Notice o~eduction in ~ In the event that~ any cox, erage ~ -'- 1' affected in an~ by this section is reduced, limited, or mate~ml -ther maimer Consultant shall 'provide ' ~equired ~ . '. ",- ....... ~;kle om)ortuniW and m no case later than five Cons'tdt~l'g earnest p~,,, .... ,'.~ days after Consultant is noticed of the change in coverage. Re~dies. In addition to m~y other remedies CiD' may have if Consultant fails to provide or maintain may ~nsunmce policies or policy endorsements to the extent · - ~.' - a' its sole option exercise any of and within the time hereto reqmred, LiD; m~5, at the followino remedies, which m-e ahernatives to oGer remedies City may ha~e and are not the exclusive remedy for Consultant's breach: Obtain such insurance and deduct and retain the amount of fhe premiums for such insurance from any sums due under the Agreement; January 28, 2002 ~g Services Agreement CiD' of South San Francisco and S&C Engineers, Inc. CSW1NDOWS'~Deskmp~SC Ciw - . Order Consuhant to StOl? work under finis Agreement and/or withhold any payment 1hat becomes due to Consults-mi he.~'cunder, until Consultant demonmrates compliance with the requh'ements hereof. Terminate this Aah:cement. " ...... Section 5. INDEMNIFICATION AND CONSUL Consultant shall indemnify, defend (with Counsel mutually agreed to by City amd Consnhant)? and hold harmless Cib' and its officials, officers, employees: agents, and volunteers fi-om and against any and all liability, claims, suitS, actions, damages, and causes of action arising out of any personal injm~', bodily ia~ury, toss of life, or damage 1o property, or any violation of any tkderal, state, or municipal law or ordinance, to the extent caused, in whole or in pm1, by the willful-misconduct 0r negligent acts or omissions of Consultant or hs employees: subcontractors, or agents, or by the quality or chm'acter of their work. 5.1 ' The foregoing obligation of Consultant shall not apply when ('1) the iqiu~: loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractors, or agents have contributed in no part to the injury~ loss of life, damage to property~ or violation of law. It is understood that the dud~ of Consultant to indemni~: and hold hm-mless includes the duty to defend as set '~brth in Section 2778 of the California Civil Code. Acceptance by Ci~ of insurance certificates and endorsements required under this Agreement does not relieve Consultant fron't .liability under this indmm~ificatkm and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims 'ibr dmnages whether or not such insurance policies shall have been determined to apply. . vent that Consultant or ~my employee, a~ent, or pw S Indemm~ In the e .,- ........ :-~ under th~s Agreement ~s 5.2 PERS lndemnl_t.~ ....... ~*~nt ,,rov~mng s~v~ ..... . ---. ,- ..... ;.~ Public subcontractor o~ ~u~2"'~ cj~,,eten't ]m-isdJction or tlxe [..a,n~['~n~RS as determined by a cou~ ~ ,,~ q ,~ ,,, he elbdble ~br enronment m r -._ Employees Retirement ~ystem t r~,~; ....... ~ . , harmless CiD' an employee of C'ity,. Consultant shall hadenmH}', de'Imm, and hold from payment ibr any employee an&~°r employer conlr~bufions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as from payment tbr any penalties ~d in-retest on such conwibutions, which wo~d otherwise be the responsibility of City. ~Section 6. STATUS OF cONSULTANT' STATUS ur ~.~,~' ........ ._ ~,:~ e, er.~ices Agree. ment between Consu/l mg ber'~ t ~. of South San Francisco Aoreement 6,2 Section '7. 7.1 7.2 7.3 !ndependen¢ Corm'actor. At all tim. es during the 'term of this Agreemenl; Consultant shall be an independent contractor and shall not be ~ employee of Ciff'. City shall haYe the right to control C. onsultant only insoJ:ar as the results of Consultant's services rendered pursuant 'to this Agreement and assignment of persolmel pursuant to Subparagraph 1.5: howeYer, othc.rw~se City shall not huvc the right to control the means bY which Consultant accomplishes services rendered pursuanl to this Aoreement. 6.1.1 PERS xA'"aiver: Notwithstanding any other City. state, or federal ipolicy, rule. regulation, law, or ordinance to the contrary, Consultant and any of its ~mployees, agents, and subcontractors providing services under this Agreement shall not quali~; for or become entitled to, and hereby agree to walYe any and all claims t% any compensation, benefit, or any incident of employment by City, including but not limi'ted to eligibility to enroll in the Califon~ia Public Employees Retirement System O'ERS) as an employee of City and entideme:nl to any contribution to be paid by City for employer comributions and/or employee comributions for PERS benefits. Consultant No Aaent. Except as City may specify in writing, Consultant shall have no authorily, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursum~t to this Agreement to bind Ci't>-' to m'ay obligation whatsoever. LEGAL REQUIREMENTS. GoYerning Law. The laws of ;he State of CalLfbmia shall goYern this Agreement. Compliance with Applicable Laws. Consultant and any subcontractors shall ~omply with all laws applicable to the performance of the work hereunder. Affirmative Action in Employment. Consultant shall comply with any Affirmative Action Program and Equal Emplo}anent requirements of the City or, if £unding for the services is provided by another government agency, the Affirmative Action and Equal Employment requirements of the agency. During the per£ormmace of this Agreement, Consultant agrees that neither the Consultant nor its subcontractors will discriminate against any employee or applicant for employment because of race, color, religion, gender, sexual o~5entafion, handicap, age, or national origin. Consultant agrees to ensure that Consulting Services Agreement between January 28, 2002 City of South San Francisco and S&C Engineers, Inc. C:::WINDOWS\Desktop\SC Cilv Conwact Agreement_jan28.doc~-'-~i'L?C-ema'a:aet . '. · ,~ .... ,,.. -~ ,., -,,,~'7,~'~-,n.q~s-' -, A~_~~ 7_t:ed~e~ e~x~D~M~r~v'~t¢5'~-~(~'l~'~G~''t:::~: ...... (~ '" ~~,~ 1 ? [)~[~ Page 11 of I 1-~4~-~-(~:~ 7.3 ?.4 Section applicants for employment are employed, and th. at employees are treated during employment, without regard to tt3eir race, color, religion, handicap, gender, sexual orientation, age, or .~aational origin. C.'to~suhm~t sh~l incorporate the. Affirmative Action provisions of this Agreement in all sub.-co~;sultants tbr services covered by this Agreement. Upon request of City or oxher govcrm~¢nl agency providing -funds for this Agreement, Consultant shall, pro¥ide reports and/or documents to ~ib' or funding agency demonstrating compliance with the terms hereofi Other GoYernmental Regulations° To the extent that this Agreement may be 5.reded by fiscal assistance from another o_ovcmmental cntit?, Consultant and any subcontractors shall comply with all ap¢licable rules and regulations to which City is bound by the terms of such fiscal assistance program. Licenses and Permits. Consultant represents a~d win'rants to (;it>: that Consultant and its employees? agents, and any subco~'rtractors have all licenses, permits, qualifications, and approvals of whatsoever t~ature that are legally required to practice their respective professions- Co~,sultant represents and warrants to Git5' that Consul'tam and its employees, agents, mn.y subcontractors shall, at their sole cost and expense: keep in ~-ffect at ali limes during the term of this Agreement any licenses, permits, and approvals that m-e legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. MODIFICATIONS., 8.1 Amendments. The parties may amep. d this Agreement o~xly by a writing signed by the City Manager and Consultant. 8.2 _Assignment and Subcontrac_ti__ng: City ,--md Co~,sultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant;s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City :for entering into this Agreement was and is the professional reputaiion mad competence of or any interest Consultan. Consultant may not assign this ;Ngreement ~hcrein withom the ]?.tSor w~Stten approval ot7 the Contract Administrator. Consultani shall not subcontract al~y portion of the performance comemplated m~d provided :for herein, other than to the subco]~tractors January28, 2002 Consulting Services AgreemenX between Cits" of South San Francisco and S&C Engineers, lnc. C:',,WINDOWS'"-,Desktop"',SC City Contract A2reement ~an28`doc~i~em'~t &t4~c4~ _ ..... _ .... Page 12 of Section 9. 9.1 9.2 9.3 8.3 noted in the proposal, wiAhout prior written al?prow-al of the. Contract Administrator. gtu~,ix,~L All obligations m'ising prior to the termination of this Agreement m~d all provisions of this Agreement allocating liability' between City and Consultant :;ball survive the !ennination of this Agreement. KEEPING AND STATUS OF RECORDS. Records Created as Part of' Coiisullant's Performance. Ail reports, data, maps, models, charts, studies, surveys, pholographs, m,zmoranda, plmas, studies, specifications, records, files, or any other docunmnts or naterials, in electronic or any other form, that Consultant prepares of obtains pursuant to this Agreement and that relate to the matters covered b_ereunder shall be flee property of the CiU~. Consttltant hereby agrees to deliver those documents to the City upon tenmnation 'of the Agreement. It is tmderstood and agreed that the documents and other materials, including but not limited to lhose described above., prepared pursuant to this Agreement m'e prepared specifically for the CAW and are not necessarily suitable for troy futm'e or other use. City' and Const:Itant agree that, until final approval by City, all data, plans, specilScations, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. Consultant's Books and Records. Consultant shall maintain may and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relining to charges for services or expenditures and disbursements chm'ged to the City under tints Agreement for a minimum of three (3) years, or for any longer period requh-ed by law, fi-om the date of final payment to the Consultant nnder this Agreement. lpspection and Audit of Records. Any records or docmnents that Section 9.2 of this AgreemenI requires Consultant 'to maintain shall be made available :for inspection, audit, and/or copying at any time during regulm' business hours, upon oral or written request of the City. Under Calitbrnia Gover_~maent Code Section 8546.7, if the amount of public funds expended up. der this Agreement exceeds TEN THOUSAND DOLLARS ($10..000.00), the Agreement shall be sutq}ect to the examination mad audit of the State Auditor, at the rectuest of City or as part of any audit of the City, for a period of tb~'ee (3) years a~er final payment under the Agreement. January 28, 2002 Consulting Services Agreement bepa, een City of South San Francisco and S&C Engineers, 1nc .......... , C :',.WIN DOWS'",Desktop",SC Ciw Contract A~reement .... , ............. ~ 4 n ~%~q&51-~O~g.C~Czi:~;~e~k~:ee~,-~ ,, ,~7'- .......... Section lO 10.1 10.2 10.2 10.3 10.4 10.5 10.6 MISCELLANEOUS PROVISI O~ ' S, Attorne'vs' Fees. ]fa party 'to this Agreement brings any action~ including an action ~br declaratory relief, to enforce or interprc~ thc provisions of this Agreement, the prevailh~g pm't¥ shall be entitled to reasonable attomexs fees in addition to any other relief to which that pariy may be cntided. The com't may set such fees in the same action or in a separate action brought for that pmt~ose. Venue. In the eYent that either party %'in*,s any action aaainst the mher under this Agreement. the parties agree tha! trial of sucln action shall be vested exclusively in the state courts of California in the County San Mateo or in 'the United Stales District Court for the Northern District of Califi.)rnia. SeverabiiiD', if a court of competent ~tmsolct. on finos o~' rules that any provision of this Agreement is invalid, void or unenforceable, the provisions of this Agreement not so adjudged shalt remain ii] full force and effect. The invalidity in whole or i~.~ pm-t of emy provision of this Agreemenl shall not void or affect the validity of an5' other provision of this A {,reement. No Implied Waiver of Breach. The waiver of an>: breach of a specific provision of this Agreement does not constitute a waiYer of any other breach of that term or any other term of t'his Agreement. Successors and Assi°,m~s_, The provisions of this Agreement shall inure to the benefit of and shall apply to an.d bind the successors m~d assigns of the .pro'ties. Use of Recycled Products. Consullant shall prepare mad submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. Conflicts of Interests. Consultant may serve oilier clients, but none whose activities within 'the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform. Act, codified at Caii±brnia Government Code Section 81000 et .seq. I0.6.1 Government Code §!0~)0 Disclosure: C.o~,.sultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employ'ee, agent, appointee or official of the (;it5'; or, if it was an Consulting Services Agreement between January 28, 2002 City of South San Francisco and S&C Engineers, Inc. C:'.,WINDOWS'",Desktop',SC City Contract Agreemem ." . ........... ~w ~--~q.,-:- Page 14 10.8 10.9 10.10 10.1I employee, agent, appointee or o:fficial of'the Cit? in t_~e previous twelve months, that it did not participate in any manner in the forming of 'this Agreement. Consultar~t understands that if this Agreement is made in violation of Goven,~q'mnt Code §1090 et.seq., that 'the e~atire Agreement is void and Consulxm~t wilt not be entitled to any con~pensation for services per£ormed pursuant to this Agreement, including reimbursement of expenses and Consultal~t wi!! be required to rein~bm'se the City for any sums paid to the Constdtm~t. Consultant mqdcrstands that, in addition to the foregoing, it may be sub]eci to criminal prosect~tion for a violation of Government (;ode § 1090 }md, i:f applicable, will be disqualified from holding public ol~fice in i. he State ol-California. C'ons~l{ant initials Solicitation. Consultant agrees not to solicit business a.t m~y meeting, focus group, or interview related to this Agreement, either orally or tln'ough any written materials. Contract Administration. This Agreement shall be administered by John Gibbs{!nse~-..&).~?i:mm:me~vt~}4-e, aq-m:-G4't?~imge~ ("Comract Admm~stratcr ). All correspondence shall be directed to or through the Contracl Administrator or his or her designee. Notices_._ Any ~w'itte~ notice to Consultant shall be sepal to: S&C Engineers, Inc. Attn: Bill Carlson i 1 i Broadway, Suite 300 Oakland, CA 94607 Any written notice to City shall be sent to: City' of South San Framcisco, City Clerk 400 Grand Avenue.. City Hall South San Frm~cisco, CA 94083 ~Prot'essional Seal. Where applicable i~ the delermination of the contract administrator, the first page of a tcctuficat report, first page of design specification;, m-~d each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design Consulting Services Agreemenl between January 28, 2002 City..' of South San Francisco and S&C Engineers, Inc. C:',,W1NDOWS\Desktop",SC CiL¥ Contract Agreement ian28.doct2~.$G-G41~-om~<~c4 ~.~~~-~,,$~ ,. Page 15 of 1 _,, ....... -,:.,, ,- prepm'ation. The stump/seat shall be in a block enti~d.ed "Seal and Sigp~ature oF Registered Professional with report/design responsSbility,' as in the following example. Seal and Signature of Registered Professional wi'th report/design responsibility. 10.12. Integration. This Agreement, including exhibits attached hereto and incorporated herein, represents the entire m2d integrated agreement between Ci.ty and Consultant m~d supersedes all prior negotiations~ representations, or agreements, either written or oral. Wilson, CiW Mmmger Attest: ~y-ivi~ Payn~,'dt~ Clerk Approved as to Form: --n Mattas/C~ty Attorney / January 28, 2002 Consulting Services Agreement betwveen City of South San Francisco and S&C Engineers, Inc. . . , ...~ ~..,:, e - .;~mt~c-t C:\WINDOWS\Desktop\SC City Contract A~eem¢mDan-8-dccG. 8~ . . ............... ' ~0" ~~~r~:z~~'~ ~'~" ' ~ '" ' " ~ ~..~m~,~Q~t~7-~l-&~; Page 16 of ~ 64~M~44~4-~ k5 ~i. .~.. ~ F~XltlB1T A SCOPE OF SERViICES PHASE II AND II! OF THE OYSTER POINT iNTERCHANGE PROJECTS Provide construction mana9ement services including constructibility review; contract administration; construction inspection; and materials testing for capital improvement projects referred to as Phase II and Ill of the Oyster Point Interchange projects. ~1. CONSTRUCTIBILITY REVIEW (Phase HI On~y) CONSULTANT'shall perform a pre-bid constructibility review of contract plans, specifications, and engineer's estimate for each project. CONSULTANT shall provide written report of all findings and recommendations. CONSULTANT shal! meet with designer(s), City, Caltrans and/or other appropriate parties to discuss findings and potential changes to contract documents. 2. CONTRACT ADMINISTRATION (Phase 1I and Ill) Administration - CONSULTANT shall perf'orm all construction administration ' e activities, including corresponoenc and document control on an as needed basis until completion of the projects. Provide complete support services for field personnel, including office support and coordination of inspection, surveying, and testing. CONSULTANT will furnish copier to be used by project staff after the completion of Phase II work. All other business equipment for CONSULTANT'S work such as computers, 'fax machines, furniture, and telephones shall be provided by CITY'S construction contractor at no cost to CONSULTANT- CITY'S construction contractor will provide field office/trailer, fax and phone lines, telephone services, and utilities at no cost to CONSULTANT. CONSULTANT will provide expendable supplies such as binders, pens, pencils, etc.. Reporting - CONSULTANT shali utilize Caltrans procedures and policies, and CITY requirements as necessary, regarding documentation of events, compilation of quantities, contractor progress payments, final payment, and record drawings. The required records pertaining to the job site staff include attendance reports and overtime records. Records involved in monitoring Contractor's contract include weekly statement of working days and monthly progress report. CONSULTANT staff members assigned to monitor the Contractor's operations will submit a daily report relating the activities of the day. Const~iting Services Agreement between August 22? 2001 City of South San Francisco al}d S&C Engh~_eers, !nc. Pa~.e 1 of 4 Reports covering extra work will be submitted to CITY along with C~)ntractor's material billing when appropriate. Quantities will be calculated as they are incorporated in the work. The most current Caltrans Construction Manual is the principal reference for CONSULTANT'S field personnel. Project Meetings - CONSULTANT shall conduct one preconstruction conference per construction contract, weekly progress meetings, and other project related meetings. CONSULTANT shall prepare agendas and meeting minutes for all meetings. Meeting minutes for meetings at which the City is in attendance shall be submitted to the City for review and approval prior to being released to the contractor or other meeting attendees. Project Submittals - CONSULTANT shall process Contractor's submittals and assure their timely review. CONSULTANT shall maintain a log to track processing of Contractor's submittals. Review and acceptance of ali technical project submittals including falsework and excavation/trenching temporary shoring, will be by CH2M/T.Y. Lin and/or Brian Kangas Faulk. CONSULTANT shall review contractor proposed concrete and asphalt concrete ~.-nix designs. Consultant shall review contractors baseline, monthly updated, and as-built Critical Path Method schedules for compleieness and conformity with contract specifications. CONSULTANT shall have responsibility for coordinating review activities among the various consultants, and the City and Caltrans, if necessary. Claims Mitigation - CONSULTANT will take steps to avoid claims on the project. CONSULTANT wilt coordinate setup of Dispute Review Board, prepare contract issues for their review, and monitor costs incurred for Board's services. In the unlikely event of claims, any claims resolution will be perf. ormed as additional services. No additional services shall be performed, and no compensation shall be paid for said services, unless a written amendment to this Agreement has been executed allowing for same. City shall not pay for any additional services performed prior to obtaining written authorization as provided in the Agreement. Progress Payment - CONSULTANT shall review and approve all invoices submitted by the contractor prior to submission of the invoices to the City for payment. CONSULTANT shall prepare monthly progress payment requests and submit to CITY for their payment. CONSULTANT will segregate payments by funding source as requested by CITY. Change Orders - CONSULTANT shall evaluate proposed change orders, coordinate changes in design with CH2M HilIFF.Y. Lin, Brian Kangas Faulk, Caltrans, and CITY staff as appropriate. CONSULTANT shalt prepare change orders and an independent cost estimate and schedule impact analysis. Consultant shall submit change orders and supporting documentation to the City for approval and shall provide a written recommendation to the City for each change order submitted. Consulting Services Agreement between August 22, 2001 City of South San Francisco and S&C Engineers, inc. Paae 2 of 4 Document Tracking - CONSLILTANT shall track all docL,,-nents during the course of the project. Documents to be tracked include but are not limited to all correspondence, shop drawings, test results, change orders, potential change order-items, potential ctaimg, desion clarifications, photographs, etc.. Documentation - CONSULTANT shail document the Contractor's and utility companies' activities on a daily basis; conversations and meetings related to the project; changed conditions; change orders; design clarificat'ons, RFQs; weather; accidents; environmental mitigation; and all other items that may be necessary for reviewing progress payments; evaluating and processing change orders; design clarifications; and RFQs; and resolving potential claims. Documentation is to include both written text and photographs. Progress photographs of the overall project are to be taken and a set included in the final project records. Design Clarification- CONSULTANT will coordinate design clarifications with CH2M HilI/T.Y. Lin, Brian Kangas Faulk, CITY and Caltrans as appropriate. CONSULTANT shall maintain a log to track processing of design clarifications. Consulting Services A~m'eement 'between August 22, 2001 City of South San Francisco and S&C Enoineers~ h~c. Page 3 of 4 SURVEYS (Phase I! and Iii) CONSULTANT will review staking requests submitted by the Contractor and coordinate staking with CITY'S construction staking firm. INSPECTION AND TESTING (Phase II and ~lt) CONSULTANT will: Provide construction inspection, sampling and materials testing in accordance with Caltrans procedures for all project itenns. Provide inspection oversight, sampling and materials testing for utility relocations. Coordinate the activities of 'testing laboratories, surveyors and inspectors, representatives from utility companies and the administration of all project permits and utility relocations. Coordinate with local residents, proprietors, and land owners to minimize impact of construction on said parties. Enforce tabor regulations as included in contract specifications. Maintain an up-to-date set of plans and specifications at the job site. Review all certificates of inspections and tests. Provide final inspection and punch list. Collect and check record drawing information as furnished by the Contractor, furnish information to the designer for preparation of record drawings. POST CONSTRUCTION PHASE (Phase il and i!1) After acceptance of each construction contract, CONSULTANT will prepare a Construction Completion Report that will include: o Summary of scope, cost, and schedule changes and the reason for the changes Summary of project costs Comprehensive Project Records (per Caltrans requirements) Consulting Services Agreement between August 22.2001 City of South San Francisco and S&C Engineers, Pa~e 4 of 4 EXItlBIT B INSURANCE CERTIFICATES January 28, 2002 Consulting Ser,,ices Agreement between City of South San Francisco and S&C Engineers Page 1 of 1 :ORD CERTIFIC/ ' I ;ER ,, Renton & Associates ~ox..-~-~675 Att~: GRD ~d.' J Z'. 94604-2675 S & C Engineers, Inc. 111 Broadway, Suite 300 Oakland, CA 94607 OF L AB L TY INSUF '. iCEI 02/DATE"MM'OB'Y 1 /O ITHiS CERTIFICATE tS ISSU~D AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS U~N THE ~RTIFICATE HOLDER. THiS CERTIFICATE DOES NOT AMEND, E~END OR ALTER THE COVERAGE AFFORDED BY THE ~LICIES BELOW. INSURERS AFFORDING COVERAGE , ~,~SU~R ^:Hartford C~sualty lnsuranC;e CO_ ~,~SURER s:Amedcan Motorists Ins. Oo. INSURER G;~oMrity Ins. Co. of Hartford INSURER D: INSURER E: RAGES >OLICIESOF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FORTHEPOL~Y PERIOD INDICATED. NOTWITHSTANDING :{EQUIREMENT, TERM OR cONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH ]'HIS CERTIFICATE MAY BE ISSUED OR =ERTAiN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIt3ED HEREIN IS SUBJECT TO ALL 'THE TERMS, EXCLUSIONS AND CONDiTiONS OF SUCH lES. AGGREGATE LIMiTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. · ~ m OU CY E FFECT[VE' PO LICY EXPIRATIONI LIMITS DAT~ {MM/O D/Y~I DATE (MM/D D/Y'Y)f 08/14/01 08/i4/02 ~[ Ac___H_.o~C c U R R_~._~C_~ .... hl_,..~_~_~_O00 ' i FIRE DAMAGE (Any one TYPE OF INSURANCE .POLICY NUMBER ENERAL LIABILITY 157SBAKP3681 COMMERCIAL GENERAL LIABILrTY I UR/ ~J CLAIMS MADEL~----I CCCl , ENI_ AGGREGATE LIMIT APPLIES PER: ~ ~ PRO- ~ POLICY I _JECT LOC , UTOMOBILE LIABILITY ~ANY AUTO ALt. OWNED AUTOS I ~CHEDULED AUTOS ~-~,; HIRE D AUTOS ( I NON-OWNED AUTOS 3ARAGE LtABILITY ~4ANYAUTO ~xcEss UAB~UT*r___' ~-IOCCUR ~_~jCLAIMSMADE ~7UECIG7476 ~DEDUOTIBLE '~-~RETENTION $ ,.~ WORKERS COMPENSATION AN D EMPLOYERS' LIABILITY rBG0893150i AEE03085DO oTHER Proflassion~[ ~ MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS i 08/!1/02 COMBINED SINGLE LIMrr si,000,000 (Ea accidenl) tBODILY INJURY ~ BODILY INJURY 1 (Per t PROPERTY DAMAGE ~ (Per accident) UTC ONLY- EA AccIDEN~ ~08/~4/01 ~08/14/02 Liability CRIPTION OF o?ERATiON.~ILOOATIONSIVEHICLE~'IE×CLUSIONSADDED BY ENDORSEMENTISPECIAL pROVISIONS Oyster Point Project. , of South San Francisco and its officers, employees, a9ents ~Lnd jnteers are listed as additional insured under Gen'lJAuto liability for 'k done on behalf of the named insured. t ~._~_L.D ISE ASE -EA E $I ,000,000 per claim I $t ,000,000 annl ~ggr. RTIFICATE HOLDER City of South San Francisco i X--~. AD O mONAL INSUi:~.~. D; iNSU~_.REJ~ ~R:, _,.~.~m.~- CANCE_L_LATION SHOU LC ANY CC THE ABOVE DESCR!BED poLICIES BE cANCeLLED BEFOF~ THE ~TION DAT~ ~.H~REOF THE ISSUING iNSURER WiLLEN DEAVORTO MAib~ ~ DAYSWR~N NCFI~ TO TH~ CER~FICA~ HOLDER ~MED TO~E ~, BUTFAIL~ TO DO ~SHALL IMPOSE NO OBUGATION O~ LIADILt~' OF AN~KIND U~NTH~ AUTHORIZED DEPRE~ N~tVE TAO G ACO~D CORPORATI~ ;ORD 25-S (7197)1 Of 1 #M70920 EXHIBIT C Payment Schedule Proiecl Manager/Resident Engineer Office Engineer Lead Civil Inspector CiviUStructuces inspector Lead StnJctures Inspector Miscetlaneous Direct Costs Materials Testing Services 5% Markup on Materials TeslIng Sub. TOTAL 2001 -tours Rate Extended Cost 800 $ 11:3,00 $ 90,400.00 800 $ 95.00 $ 76,000.00 800 $ 92.00 $ 73,600,00 800 $ 89,00 $ 71,200.00 800 $ 94.00 $ 75,200.00 Rate E~ende¢ Cost 1920 $ 118.65 $ 227,808.00 1920 $ 99.75 $ 19t,520.00 1920 $ 96.60 $ 185,472,00 1920 $ 93.45 $ 179,424.00 1920 $ 98,70 $ 189,504.00 2003 ,ours Rate Extended Cost 1920 $ 124.58 $ 239,198.40 1920 $ 104.74 $ 201,098,00 1920 $ 10t,43 $ 194,745.60 1200 $ 98.12 $ 117,747.00 960 $ 103,64 S 99,494.40 2004 t TOTALS Hours Rate Extended 14ours Extended Cost ! Cos1 640 1o9. 7 " ' ' i 320 $106,50 $103,03 S ' ~ [ 3920 $ 368.371.00 $108.82 $ . ~ 3680 $ 364,198.40 [ $ 7,500.00 [ $ 233,174.00 ~ ~ $ 11,65,3.70 T'-- ...... qH~l-r3TAL $ 2,652 92,~.6~ ~ ;roTAL $ 2,933,731,3( Notes: Rates i,~cklde salary, overhead, pfofil, c.etl pi~ones, and vehicles for each employee, Rates reflect a 5% yearly increase for labor inflation. Rates for additional resources ,gill be ne,qotiated should the City require their services, lnspec, fion and office engineering positions wu ~ d be eligible for 1 t/2 times pay of overtime is necessary. Ovedime rates will be as follows: 200: ~'~"~v il Inspector ~__~%--~--{'~'1 .'~;~ ~-'['~-~..~. $. M~Inspector ~~~ ~d Structures ins~~~ Staff Report AGENDA ITEM #9 DATE: May 25, 2005 TO: Honorable Mayor and City Council FROM: Marty Van Duyn, Assistant City Manager SUBJECT: 440 Commercial Avenue Property Disposition RECOMMENDATION: It is recommended that the City Council approve the attached resolution authorizing the Redevelopment Agency to sell the property at 440 Commercial Avenue to Peninsula Habitat for Humanity. DISCUSSION: Pursuant to Health and Safety Code Section 33433(c)(1), the City Council may authorize the Redevelopment Agency to sell property for four or fewer residential units. The attached resolution authorizes the Redevelopment Agency to sell the property to Peninsula Habitat for Humanity pursuant to the terms of the Disposition and Development Agreement. ~ty Manager q3~'rrf~agel, ~Manage~ - -'~"--"~ r 757620-I RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO STATE OF CALIFORNIA A RESOLIITION AI.ITHORIZING THE REDEVELOPMENT AGENCY TO SELL THE PROPERTY AT 440 COMMERCIAL AVENUE PURSUANT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT (DDA) BEqWVEEN THE CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY AND PENINSULA HABITAT FOR HUMANITY. WHEREAS, Health and Safety Code requires that the City Council authorize the Redevelopment Agency to sell a small housing project of four or fewer units. NOW, THEREFORE, BE IT RESOLVED by the City Council that the City Council hereby authorizes the Redevelopment Agency to sell the property at 440 Commercial Avenue to Penisula Habitat for Humanity for use to construct 4 units of housing affordable to very-low and low income households.. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Counicl of the City of South San Francisco at a meeting held on the __ day of ,2005 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: Clerk 757607-1 AGENDA ITEM #11 DATE May 25, 2005 TO Honorable Mayor and City Council FROM C~nference Center Executive Director SUBJECT Direction on Process for Considering the Hotel Representatives for Conference Center Authority RECOMMENDATION It is requested that the City Council provide direction on the consideration process for the two hotel representative positions on the Conference Center Authority, BACKGROUND/DISCUSSION At the time the Conference Center Authority was created, candidates for the two hotel representative positions were appointed by the South San Francisco hotel group with the City Council providing their consent to the appointments. The hotel group would meet and decide amongst themselves which hotelier(s), depending on the number of open positions, to appoint. An item would be placed on the Council's agenda requesting consent of the hotelier-appointed positions, and no interviews were conducted. In mid-2001, the Authority ordinance was amended. The new language provided for the hotel group to recommend the representatives, and the City Council to interview the candidates and make the final appointments. Again, the hotel group wourd meet and decide amongst themselves which hotelier(s), depending on the available positions, to recommend. Interviews would then be scheduled with the City Council and the recommended hotelier(s), and the City Council would make the final appoir~tment. In late 2002, during the recruitment process for one available hotel position, three members of the hotel group expressed interest in serving. In concurrence with the hotel group's wishes and in order to provide one recommendation to the City Council, the remaining hotel representative on the Authority conducted a vote. Interested hOteliers were requested to provide information about themselves and their hotel backgrounds. The information provided together with a ballot was then circulated to all hoteliers. Hoteliers voted for one individual and returned their ballots. The hotelier with the highest number of votes was then recommended by the hotel group to the City Council, an interview was scheduled, and an appointment was made. Until now, this was the only time there were more hoteliers interested than there were available Authority hotel positions. The process used was acceptable to the hotel group. Honorable Mayor and City Council May 25, 2005 Page Two Currently, both Authority hotel representative positions have expired (March, 2005). During a recent hotel group meeting, a request was made for those hoteliers interested in serving on the Authority to let me know. Four hoteliers have expressed interested in serving. Questions have been raised as to the selection process to be followed. The process utilized in 2002 is one way. However, since the ordinance does not clarify this particular process, direction is s.ought from the City Council. As another process option and in keeping with the current ordinance language for the hotel group to recommend the representatives, all interested hoteliers would be asked to provide information about their hotel background and their interest in serving on the Conference Center Authority. A list of those interested hoteliers, together with their information, would be circulated to the entire hotel group. The hotel group would then be asked to either "recommend" or "not recommend" each candidate. Interviews with the City Council would then be scheduled with all recommended candidates. The City Council would then make the appointments. Following the City Council's discussion and should the decision be made to follow the above-referenced option, it is requested that the City Council provide direction to 1) apply the process as described to the current recruitment for the Authority's two hotel representative positions and 2) request staff to bring back an ordinance amendment formalizing this process. Following Council's action, I will advise the four interested hoteliers of the process direction. If I may provide additional information or answer any questions, please do not hesitate to let m~now. Conference Center Executive Director StaffReport AGENDA ITEM #12 DATE: May 25, 2005 TO: Honorable Mayor and City Council FROM: Jim Steele, Director of Finance SUBJECT: TRANSMITTAL OF THIRD QUARTER 2004-05 FINANCIAL RESULTS It is recommended that the City Council review the attached financial report for the third quarter of 2004-05, covering the period of January 1 through March 31, 2005 and approve the attached budget amendment resolution that adjusts various General Fund Revenue estimates. Prepared by: ~ l~nance Director Approved by: ~r t ~~ C~k~.ly M~a'iaNgaegre~ ATTACHMENTS: Resolution Budget Amendment Changes (Attachment A) Third Quarter Report (Attachment B) Midyear General Fund Operating Budget (Attachment C) Transient Occupancy Tax Summary (Exhibit D) JS/BN:ed RESOLUTION NO.__ CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AMENDING THE 2004-05 GENERAL FUND OPERATING BUDGET TO INCREASE GENERAL FUND REVENUES BY A TOTAL OF $312,727 WH2EREAS, it is recommended that the City Council review the 2004-05 3rd Quarter Financial Report and approve the 3rd Quarter 2004-05 General Fund Operating Budget Amendment Changes as attached hereto as "Attachment A." NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby amends the 2004-05 General Fund Operating Budget to increase General Fund Revenues by a total of $312,727. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a meeting held on the ~ day of ., 2005 by the following vote: AYES: NOES: ABSTAIN: ABSENT: S:\Current Reso's\5-25-05third.quarter.financial.result.doc ATTEST: City Clerk Attachment A 3rd Quarter 2004-05 General Fund Operating Budget Amendment Changes Revenues and Other Financing Sources Property Taxes ERAF One Time Refund from County Sales Tax Transient Occupancy Tax Franchise Fees Business License Building and Fire Permits Other (Property Transfer Taxes) 3rd Qtr Budget Amendment Changes 25,000 262,146 -146,659 30,000 -40,000 50,000 67,240 65,000 Total Revenues: 312,727 City of South San Francisco Attachment B Quarterly Financial Report 3rd Quarter 2004-05 May 16, 2005 OVERVIEW This is an update of revenues and expenditures as of the third quarter 2004-05, i.e., through March 2005. Staff projects that at year-end, revenues will exceed the amended budget by $313,000, and expenditures will come in approximately $900,000 under budget. This will result in a net contribution to reserves of $1.0 million, before capital or debt service expenditures. The General Fund Undesignated Reserve is projected to end the year at $4.6 million. However, revenues include two one time/non-recurring revenues totaling $2.3 million; County ERAF refunds totaling $1.3 million and a transfer from the Benefits Fund of $1.0 million. Economy The gay Area is expected to lag the State and nation in a slow recovery. The local economy has been showing signs of improvement, but without restoring the jobs lost since 2000. "There are two economies going on in the Bay Area and the country," said Steven Levy, director of the Center for the Continuing Study for the California Economy. What we're finding is that companies can do well in terms of revenues and profits without needing to add any jobs...This is the second year that you've shown pretty good performance by the companies, and during that time we have fewer jobs than we did two years ago." Office vacancy rates in South San Francisco as reported by BT Commercial Real Estate are as follows, and show improvements over the same time period a year ago: Top General Fund Revenues The top ten on-going revenues below, plus non-recurring State Education Fund (ERAF) refunds from the County, total over half of General Fund revenues. 11,354 10,802 ~ Tax 4,420 Motor Vehicle In Lieu Fees 2,965 Franchise Fees 2,750 Building and Fire Permits 2,451 Recreation Fees 2,383 Business License Fees 1,650 County ERAF Refund 1,075 Paramedic and BLS Fees 1,350 ;All Other nterest Earnings 420 Total 41,620 56.4% 67.4% 62.0% ,252 42.2% ,326 48.2% ,883 76.8% ,611 67.6% ,448 87.8% 785 73.0% 666 49.3% 265 63.2% 659 61.7% (147) 25 3O 2,965 2,710 (4O) 2,518 67 2,363 1,700 50 1,337 262 1,356 65 42£ 41,868 313 R&D 13.9% 8.7% Office 34.0% 24.5% Warehouse 10.2% 10.1% Summary At the three-quarters part of the budget year, total General Fund revenues appear to be on a pace to come in $313,000 over the amended budget. Quarterly Financial Report 3rd Quarter 2004-05 1. Sales and Use Taxes Sales and Use Taxes are the City's largest single revenue source, and, along with hotel (TOT) tax revenues, the most volatile. South San Francisco's sales tax base is heavily business-to-business, and not as consumer related as in many surrounding cities. With 6 months of economic data available from the State Board of Equalization, staff projects that Sales Tax will come in $147,000 below budget. 2. Property Taxes It appears Property Taxes are on track to slightly exceed the amended budget. What could change that estimate by year-end would be supplemental adjustments, which cannot be predicted. 2a. ERAF Refund from the County For the past two years, the County has refunded 90% of excess ERAF funds built up in the County's reserves back to cities and redevelopment agencies. Because San Marco County has such a high proportion of basic aid districts that do not rely on State (or ERAF) funds, excess funds have built up, because the statewide ERAF formulas do not adjust for the two counties in California that are largely basic aid counties (Matin and San Mateo Counties). Based on payments to date and conversations with the Controller's Office, which has released additional funds after a favorable legal ruling, staff projects to receive $1.3 million in refunds in the General Fund by year-end, or $262,000 more than budget. Because some fear that these funds could be vulnerable to State confiscation in the future, as they may be outside of Proposition lA protections, it is wise for the City to continue to budget for these dollars conservatively, and on a year-to-year basis. 3. Transient Occupancy Taxes (TOT) TOT taxes are paid one month in arrears. For the first 9 months of the year through March, the City has realized a 3% increase in rooms rented compared to last year. Average year to date occupancy and room rates are up at 66.4% and $74.65 compared to 62% and $71.03 for the same nine-month period a year ago. Staff is now projecting that TOT revenue will come in at $4.45 million for the year, slightly over budget. 4. Motor Vehicle In Lieu Fees (MVILF) These fees are paid in arrears, and staff projects that this revenue will come in at budget. Franchise Fees. Staff projects this revenue will come in slightly below budget. Building, Fire, and Planning Fees. Year to date building fire, and planning permit and inspection receipts are $130,000 higher than last fiscal year to date, and staff projects they will come in over budget by year-end. 7. Recreation Fees The largest revenues are paid in the spring, and staff believes the current budget is still realistic for this fiscal year. 8. Business License Taxes Given the improvement we have seen in the commercial parking tax receipts, staff believes this category will come in slightly over budget. 9. Paramedic and BLS (Scheduled) Transport These payments are received in arrears, and while no collections on the new BLS service have been received through March, fire staff believes that because the new contract recently signed with AMR Ambulance Services, revenues will start coming in to match budget. 10. Interest Earnings Interest earnings are on track to meet budget at this point of the year. Quarterly Financial Report 3rd Quarter 2004-05 Expenditures Actual salaries and benefit expenditures are trending below budget year-to-date. Staff expects that year-end savings will be around $400,000, over and above the $1.2 million fresh start savings that is being factored into the budget. Non-salaries typically come in at least $500,000 below budget as well. 391 5OO 891 Attachment C Midyear 2004-05 General Fund Operating Budget Adopted Amended 3rd Qtr Actual Actual Budget Budget Projection 2002-03 2003-04 2004-05 2004-05 2004-05 Revenues and Other Financing Sources Property Taxes 9,622,976 10,732,355 ERAF One Time Refund from County 537,460 New State Reimbursement to offset Sales Tax diversion by State to fund State Deficit Bonds Est. of New ERAF Shift from State Sales Tax 12,194,963 11,287,900 Transient Occupancy Tax 3,917,243 3,945,974 Motor Vehicle In Lieu Fees 3,622,146 2,780,323 Revenue from Other Agencies 1,286,721 1,220,479 Franchise Fees 1,873,804 2,602,529 Business License 1,878,853 1,579,865 Building and Fire Permits 2,054,709 2,459,659 Charges for Services 4,554,519 5,925,338 Fines 907,768 1,061,231 Interest 1,053,492 445,671 Net Loss on Investments (304,194) Rent 1,832,252 2,342,600 Administrative Charges 1,651,311 1,847,868 Other 468,139 543,992 Transfers In 1,168,236 1,406,422 Total Revenues: Plus Prior Year Carryovers 11,364,000 10,802,000 10,827,000 285,000 1,074,854 1,337,000 3,033,000 -533,000 9,476,500 11,353,659 11,207,000 4,100,000 4,420,000 4,450,000 3,858,000 2,965,405 2,965,405 924,000 1,221,813 1,221,813 3,100,000 2,750,000 2,710,000 1,527,000 1,650,000 1,700,000 2,932,000 2,451,000 2,518,240 4,906,000 5,172,345 5,172,345 1,089,000 1,015,000 1,015,000 971,000 420,000 420,000 2,544,000 2,494,000 2,494,000 1,886,000 2,135,000 2,135,000 455,000 508,271 573,271 2,618,000 2,710,050 2,710,050 Difference from 3rd Qtr to Amended Budget Positive Impact (Adverse Impact) 25,000 262,146 -146,659 30,000 -40,000 50,000 67,240 65,000 $ 48,087,132 $ 50;415,471 54,535,500 53,143,397 53,456,124 312,727 270,693 270,693 $ 48,087,132 $ 50,415,471 $54,535,500 53,414,090 53,726,817 312,727 Total Revenues and Other Financing Sources Expenditures Employee Services Non Salaries Administration Economic & Comm. Dev. Fire Library Police Public Works (formerly Maintenance Services) Parks, Rec & Maint. Svcs. Public Works A29 36,611,167 40,766,827 38,891,152 38,500,000 14,658,888 13,744,121 14,764,513 14,264,513 6,387,828 5,017,940 5,122,968 5,125,473 4,992,211 2,623,375 2,728,364 3,449,791 3,617,508 3,523,453 11,387,186 13,449,414 14,992,241 15,114,830 14,721,844 3,953,664 4,469,946 4,228,752 4,532,440 4,414,597 12,471,829 13,742,256 16,023,824 15,869,747 15,394,184 5,572,236 5,654,911 5,308,014 5,170,006 10,696,566 0 1,170,689 1,312,462 0 Recreation and Community Services PERS refinancing Expenditure shifts to other funds Ongoing, regular dept savings Outs approved in October Early retirements, vacancies AFSCME, Fire, Police salary plans over budget Subtotal, Operating Budget Expenditures 4,981,080 5,038,461 5,031,272 4,900,459 -1,240,000 391,152 500,000 51,270,055 54,510,948 53,655,665 52,764,513 891,152 Net Operating Budget Impact $ 48,087,132 $ (854,584) $ 24,552 (241,575) 962,304 1,203,879 Attachment C Total General Fund Operating and Capital Budget, & Changes to General Fund Reserves Net Operating Budget Impact (from Table I) Less Transfers to Capital Projects: Less Transfers to Debt Service Plus (Minus) One-Time Transactions: Plus Favorable Resolution of Genentech Property Tax Settlement: Plus (Minus) Favorable (Unfavorable) Reduction in funds set aside for legal settlement: Less Unfavorable Increase in Projected Workers' Compensation Liability: Net Impact on General Fund Reserves Year End Actual 2002-03 (604,005) (733,000) (452,000) 1,122,000 700,000 (1,200,000) Year End 2O03-04 $ (854,584) (85,930) (103,167) (243,681) (1,167,005) $ (1,287,362) Adol~ted Proiected Budget 2004-05 2004-05 24,552 962,304 (237,500) (589,594) (130,000) (130,000) (342,948) 242,710 IGeneral Fund Reserves Projection I. Discretionary Reserves/ Liquid Reserves Available Emergencies Economic Contingencies Designated for future Economic Development Projects Undesignated Reserve 1,000,000 1,000,000 1,000,000 1,100,000 3,500,000 3,500,000 3,500,000 3,500,000 3,600,000 3,600,000 3,600,000 3,600,000 4,323,000 3,852,647 4,228,690 4,654,594 II. Non-Discretionary Reserves/ Reserves Already Committed Encumbrances Advances to Other Funds Inventory and Other Appropriated Capital Projects Subtotal, Non Discretionary (Committed) Reserves Total General Fund Reserves 283,000 270,693 845,000 51,000 93,754 391,000 388,544 34,0O0 93,754 $ 1,570,000 $ 752,991 34,000 93,754 $13,993,000 $ 12,705,638 12,362,690 12,948,348 Transient Occupancy Tax (TOT) Summary through Residential Hotels Rooms Occupancy Rate notinc/uded Mar,'05 Mar,'04 % Change Business Hotels (17) 2,320 71.4% 67.5% 5.7% Economy Hotels (10) 548 58.7% 55.3% 6.1% 2,868 69.0% 65.2% 5.8% March Mar,'05 $ 8O.57 $ 47.99 2OO5 Average Room Rate Mar,'04 $ 77.72 $ 46.81 TOT Collected Change % Change $ 2.84 3.7% $ 1.18 2.5% 75.27 72.71 $ 2.56 3.5% Mar,'05 Mar,'04 Change $369,455 $299,198 $70,257 $38,515 $34,956 $3,559 407,970 334,154 $73,816 % Change 23.5% 10.2% 22.1% Year-To-Date Summary Rooms 2003 - 2004 Available Gross Room Rent TOT Nights March Apdl May June adjusted 2003-04 total 2004 - 2005 July adjusted August September October. November December January February March April May Jur~e adjusted 2,868 4,215,789 2,942 $49,700,421 .2,868 21868 2,868 2,868 2,8?0 2,868 2,868 2,868 2,868 4,615,124 9% 2004-05 y-t-d 791,492 39,211,144 2003-04 y-t-d 822,292 36,230,644 y-t-d difference (30,800) 2,980,499 y-t-d % change -3.7% 8.2% 420;369 72,688 ~80:,~ 3~9,404 54;596 ~2,557 63,950" 284,340. 249,8ii'~ 46;280 247,963 43;801 278;55~: 334,154 57,979 312;295 54,304 34~';855 59;0~2 '410;72'0 Occ Rate 65.2% 66,4%:' $3,926,952 693,365 ' 64.6% 74,548 66;771 6 ,33 64599 52~b5 46,461 48 828 471732 407,970 61,316 22% 6% 3,216,839 525,196 2,858,083 358,757 12.6% 3.0% 69.0% 0.0% 0.0%! 66.4% 7.0% Avg. Rate 72.84 69}96 68:0:5 71.27 72.~5 72.71 ~2,50 $ !;73:8 71.68 77.05; $4.2~ 74.18i $3.40 75;61 $5.05 72:38 $4.33 70.65 $2.58 74,66 $3.38 75.03 $2.28 75.27 $2.56 74.66 3.63 5.1%