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HomeMy WebLinkAbout2010-09-08 e-packetD~TH SA~rF 045 - ~~2 '~ o, ~- o ,",_ ~,~ _~.... t `ELI POR~~P AGENDA REDEVELOPMENT AGENCY CIT~~ OF SOUTH SAN FRANCISCO REGULAR MEETING MUNICIPAL SERVICES BUILDING COMMUNITY ROOM WEDNESDAY, SEPTEMBER 8, 2010 6:30 P.M. PEOPLE OF SOUTH SAN FRANCISCO You are invited to offer your suggestions. In order that you may know our method of conducting Agency business, we proceed as follows: The regular meeting of the Redevelopment Agency is held on the second Wednesday of each month at 6:30 p.m. in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Public Comment: For those wishing to address the 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. MARK N. ADDIEGO Chair KEVIN MULLIN Vice Chair RICHARD A. GARBARINO Boardmember RICHARD BATTAGLIA Investment Officer BARRY M. NAGEL Executive Director PEDRO GONZALEZ Boardmember KARYL MATSUMOTO Boardmember KRISTA MARTINELLI-CARSON Clerk STEVEN T. MATTAS Counsel PLEASE SILENCE CELL PHONES AND PAGERS HEARING ASSISTANCE EQUIPMENT [S AVAILABLIE FOR USE BY THE HEARING-IMPAIRED AT REDEVELOPMENT AGENCY MEETINGS In accordance with California Government Code .Section 54957.5, any writing or document that is a public record, relates to an open session agenda item, and is distributed less than ~2 hours prior to a regular meeting will be made available for public inspection in the City Clerk's Offzce located at City Hall. If, however, the document or writing is not distributed until the regular meeting to which it relates, then the document or writing will be made available to the public at the location of the meeting, as listed on this agenda. The address of City Hall is 400 Grand Avenue, South San Francisco, California 94080. CALL TO ORDER ROLL CALL AGENDA REVIEW PUBLIC COMMENTS CONSENT CALENDAR Motion to approve the minutes of August 11, 2010. 2. Motion to approve expense claims of September 8, 2010. 3. Resolution authorizing preparation of Proposed Redevelopment Plan Amendments to combine debt limits for the I)owntown/Central Added Area and Merged Project Areas, refine methodology used to calculate revenue included in tax increment collection limit, and extend time limit to incur debt for Downtown/Central Added Area and El Camino Corridor Added Area. 4. Resolution authorizing the Executive Director to execute an Agreement for Consulting Services with Seifel Consulting, Inc. in an amount not to exceed $297,800 for the preparation of proposed Redevelopment Plan Amendments. Resolution authorizing the expenditure of tax increment funds for the 356 Grand Avenue Abatement and Building Demolition Project, adopting findings required by Health and Safety Code Section 33445, and authorizing award of contract for the Project to Silverado Contractors, Inc., in an amount not to exceed $94,700. 6. Resolution approving an amendment to the consulting services agreement with Brookwood Group for development management services for 418 Linden Avenue to increase the agreement amount by $150,000 to include the costs of engineering, environmental and marketing sub-consultants. Resolution approving an amendment to extend the Memorandum of Understanding among the City of South San Francisco, Redevelopment Agency of the City of South San Francisco and Oyster Point 'Ventures LLC for potential development of the Oyster Point Marina and Oyster Point Business Park. REGULAR REDEVELOPMENT AGENCY MEETING SEPTEMBER 8, 2010 AGENDA PAGE 2 CLOSED SESSION Real Property Negotiations Pursuant to Government Codle Section 54956.8 Related to: 201 Grand Avenue Agency Negotiator: Marty Van Duyn 207 Grand Avenue Owner: David Newman 217-219 Grand Avenue Owner: Pasco 223-225 Grand Avenue Owner: Romo APN# 012-316-060 Grand Avenue Owner: Pasco. ADJOURNMENT REGULAR REDEVELOPMENT AGENCY MEETING SEPTEMBER 8, 2010 AGENDA PAGE 3 5~~~~N SANS, ,~.. _ F, ' `n n U O ~~ ~gLlFORr~P MINUTES SPECIAL MEETING F~EDEVELOPM_ENT AGENCY CITY OF SOUTH SAN FRANCISCO - ..,. r RDA AGENDA ITEM MUNICIPAL SERVICES BUILDING COMMUNITY ROOM WEDNESDAY, AUGUST 11, 2010 CALLED T O ORDER: ROLL CALL: AGENDA REVIEW None. 5:34 p.m. Present: Boardmembers Garbarino, Gonzalez and Matsumoto, Vice Chairman Mullin and Chairman Addiego. Absent: None. PUBLIC COMMENTS -- ce;;zme~~ts a~°e li;~zited to iteLns on the Syecial hleetif~b ~?bend~r. STATUS AND DISCUSSION REGARDING POTENTIAL REDEVELOPMENT PLAN AMENDMENT. Economic and Community Develop~mert Manager Fragoso presented the staff report pertaining to the recommended plan amendments proposed for the Redevelopment Agency. She explained the Agency was not expected to take formal action but staff wanted to make it aware of the recommended amendments proposed to enable the Agency to undertake desired projects citywide. Formal action would be required at a meeting in the near firture and the Plan Amendment process was anticipated to require one year. Consultant Libby Seifel addressed the Agency and presented a PowerPoint pertaining to the Redevelopment Plan Amendment Strategy. She began by providing background and noting that South San Francisco has six fiscally-merged Redevelopment Project Areas. Some of the Project Areas were approaching key time and fiscal limits. Bonding capacity was insufficient to undertake the Ag;ency's 10 year proposed projects. Proposed development at Oyster Point would require upfront Agency fimding, but could generate significant revenues for the City and Agency in later years as Oyster Point develops and other Project Areas mature. This would entail a significant upfront investment in order to move forward expeditiously in the fuhire. Ms. Seifel explained amendments were needed because the time limits on debt incurrence constrain the Agency's ability to undertake future citywide projects. The existing $15 million debt limit for the Downtowri/Central Added Area was not sufficient to undertake the redevelopment of Oyster Point a.nd other desired projects. Finally, the current tax increment collection for the Merged Project Area limited long term Agency resources for fiihn-e projects. Chairman Addiego questioned whether the previous area merger had reset the clock. Mal7ager Fragoso explained it had not as the time frame continued for each area. Ms. Seifel advised the Agency had six project areas with two being added to four main project areas. She then provided a summary of tl.e recommended amendments as follows: 1) combine debt limits for the Downtown/Central Added Area and Merged Project Areas; 2) clarify tax increment ("TI") collection limit for Merged Project Areas to exclude pass- throughpayments, housing set-aside, and State take-aways (SERAF); and 3) extend time limit to incur debt by 10 years for Downtown/Central Added Area and El Camino Added Area. She explained that without the amendments certain development would not be able to occur. The amendments would permit significant development in Oyster Point. Further the revisions to TI and debt limits would increase the funding available for housing and non-housing projects by $100,000,000.00. Chairman Addiego advised he did not recall learning of this back when the Agency entered negotiations with SKS Shorenstein. Director of Economic and Community Development VanDuyn advised the MOU with SKS ackno;~.~ledges extension of debt limits as part of the deal Iie fiu-ther noted that once development occurred, the site would begin generating tax increment fiends. Ms. Seifel explained the benefits cf the amendments included greater bonding capacity, the ability to fund all ten year Agency projects, the capacity to jointly fund ;.ey taxing entity projects and the ability to provide upfront investment to stimulate new development. Ms. Seifel concluded her presentation by explaining certain key steps in the Amendment Process, including Agency discussic>n regarding the plan a~~~endment, Agency authorization of the amendment process, public meetings and community outreach, affected taxing entity consultations, amended redevelopment plan, preliminary report: blight documentation, summary of Redevelopment Program and TI projections, Report to State Agencies, Report on the Plan Amendment, environmental documents, and a joint public hearing. Vice Chairman Mullin questioned which Agencies would participate in the joint meeting. Ms. Seifel explained the Redevelopment Agency and City Council would hold the joint meeting. Vice Chairman Mullin queried whether additional risk was associated with the proposed amendments and whether there were challenges in negotiating with other taxing entities. Director VanDuyn advised the primary obstacle related to the pass through agency. He stated the Redevelopment Agency needed to consider looking at partnering with the School District on certain housing and other projects. SPECIAL REDEVELOPMENT AGENCY' MEETING AUGUST 11, 2010 MIi1[JTES PAGE 2 Boardmember Matsumoto questioned whether the Agency had the ability to pursue housing projects with income levels above the recent Mid Peninsula project standard so that School District employees might qualify to take residence in such developments. Counsel Mattas stated that ~0% tax increment funding could be utilized for low and moderate income housing. Boardmembers Garbarino and Gonzalez conunented on r>>e advantages to partnering with the School District. However, Boardmember Gonzalez expressed concern about the School District maintaining its end of the deal. Director VanDuyn advised a pertain amount of pass through funding would continue for the life of a project. The amendment would provide room to negotiate with the School District regarding housing fielding. Chairman Addiego requested identification of the complete tax increment amount expected around the year 2020 when the gateway Redevelopment Area was presently set to expire. Manager Fragoso advised the number would be provided at the Regular at which the amendments would be presented for the Board's approval. ADJOURNMENT Being no further business, Chainl~an Addiego adjourned the meeting at 6:18 p.m. Approved: Mar'_K N. Addiego, Chainna,~ City of South San Francisco SPECIAL REDEVELOPMENT AGENCY MEETING MINUTES AUGUST 11, 2010 PAGE 3 .. ~vT tl SAN ~ .~ 1l~IIi~TUTE- S ~ i_ OQS~. =fi:~-ail ~y~ , ~= '- = , ~ REGULAR MEETING U O .,, ,- _REDEVELOI'MENT AGENCI' ~qLi~~~~~~ CI7['Y OF SOUTH SAN FP.ANCISCO MUNICIPAL SERVICES BUILDING COMMUNITY ROOM WEDNESDAY, AUGUST 11, 2010 CALLED TO ORDER: 6:30 p.m. ROLL CALL: Present: Boardmembers Garbarino, Gonzalez and Matsumoto, Vice Chairman Mullin and Chairman Addiego. Absent: None. AGENDA REVIEW None. PUBLIC COMMENTS I~ one. CONSENT CALENDAR 1. Motion to approve the minutes of June 23, 2010 and July 14, 2010. 2. Motion to approve expense claims of August 11, 2010. 3. Resolution No. 14-2010 awarding the South San Francisco Historical Society Museum Roof Replacement and Accessories Construction Contract to Andy's Roofing Company, Inc. of Milpitas, CA, in an amount not to exceed $21,980. Prior to discussion and action on the Consent Calendar Vice Chairman Mullin announced he would abstain from discussion anal action on Item No. 3 due to a previous client relationship with the South San Francisco Historical Society. Motion-Boardmember Matsumoto,/Second-Boardmember Garbarino: To approve Consent Calendar Items No. 1 & 2. Unanimously approved by voice vote. *Vice Chairman Mullin left the Meeting Chamber. Item No. 3: Boardmember Garbarino requested ~1 explanation for the disparity in bids. Director of Economic and Community Development VanDuyn explained the high bidder misread the bid and based the offer on replacing a shake roof. The remaining bids were basically consistent with the engineers' estimate. Chairman Addiego commented the lease with the historical society could be characterized as a no-net lease. Director VanDuyn advised that at the time of lease negotiations, the Agency agreed to set aside an amount of filnding for certain improvements. Roof replacement was on the list. Boardmember Matsumoto questioned whether Disadvantaged Business Enterprises (`DBEs") were required to be noticed of the RFP for the roof. Director VanDuyn explained notice to DBEs was built into the normal bid let process. Boardmember Matsumoto requested that in the future DBE firms be identified in reports to the Agency. Boardmember Garbarino questioned whether RFPs were routinely posted. to the Builder's Exchange. Director VanDuyn confirmed they were. Motion Boardmember Garbarino/Second- Boardmember Gonzalez: to approve P~esolution No. 14-2010. AYES: Boardmember G~-barino, Gonzalez and Matsumoto and Chairman Addiego. NOES: None. ABSTAIN: Vice Chairman Mullin. ABSENT: None. **Vice Chairman 1~lullin returned to the Meeting Chamber. ADJOURNMENT Being no further business, Chairman Addiego adjourned the meeting at 6:38 p.m. Submitted by: _~ ist' rtin lh ar n, Clerk City of outh Sa rancisco Approved: Mark N. Addiego, Chairman City of South San Francisco REGULAR REDEVELOPMENT AGENCY MEETING MINUTES AUGUST 11, 2010 PAGE 2 Listing of RDA Payments for Council Review Ks ~~ o ~, ~ '-' U o c'~LIFOR~1~ I certify that the payments shown on this payment register are accurate and sufficient funds were available for payment.* DATED. t~ ~"-~O ter- FINANCE DIRECTOR *Nofe: Items below do not include payroll related payments checks: Date Amount 08/11/10 08/13/10 08/ 18/10 08/2G/10 08/25/10 08/27/10 09/01 /10 219.33 21,455.60 6, 648.81 75,984.09 5,605.29 5,885.44 7 ,525.02 RDA AGENDA ITEM # 2 Electronic Payments: Date Amount To Description 09/01/10 3,086,966.61 Bank of New York Debt Service Total Payments $ 3,210,290.19 O N 0 0 N O rn 0 c 0 a a~ .~ ~o ~~ 0 ~ N (6 ~ O ~ m ~ T ~ C U C (D .~ ~ p ~ ~ N ~ ~~ c ~ o0 ~ Q ~ ~ o ~ ~~a~ ~ ~ O ~ ~ ~ ~ ~ O ~ ~ ~_ O ~ w ~ U ~N ~_ ~ J ~ ~--~ C >+ N ~ ~ ~- a c~ w Y U W 2 U W U_ O Z Z O F- a U w 0 w U_ O Z I- Z O Q W U_ O z W Q o Z o ~ c~ O O Z w o ~ M N O ~ CO N N N v v v ~ ~ ~ rn 6i ~ ~ r oo v ~.;~ ~n o ~ ~ ~ _ ~ N r N w w X w ~ > U W ~ Z ~ ~ ~ W W W O w n z U_ ~ ~ ~ ~ Q O ~ z ~ Z W J ~- 0 W :n ~ ~ ~ ~ ~ ~ IM M ~ °° ~ of of ~ (h ~ F r r ~ H a w 0 H- z w a O J W w D ~ w z ~ ~ O O O U Z Q otf - > _U O w ~ O W o ~ a Z W ~ Z W ~ Y Q Z w o w ~ ~ o. 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N W ~ o w o ~ ~ ~ ~ Y U Q J O Q >J_ ~ _ W ~ W 1- ~ W Z J N 0 N ~a ZW ~O lLl O~ ~a ~ O UJ W Z~ O U W i O a N .~ C d ~, a N 0 N b} 0 0 N c 0 a m w C d M N M M N W a U W Q W O W W W w F~- a Redevelopment Agency Staff Report RDA A GENDA ITEM # 3 DATE: September 8.2010 TO: Redevelopment Agency Board FROM: Marty Van Duyn, Assistant Executive Director SUBJECT: A RESOLUTION AUTHORIZING PREPARATION OF PROPOSED REDEVELOPMENT PLAN AMENDMENTS TO COMBINE DEBT LIMITS FOR THE DOWNTOWN/CENTRAL ADDED AREA AND MERGED PROJECT AREAS, REFINE METHODOLOGY USED TO CALCULATE REVENUE INCLUDED IN TAX INCREMENT COLLEC"1-ION LIMIT, AND EXTEND TIME LIMIT TO INCUR DEBT FOR DOWNTOWN/CENTRAL ADDED AREA AND EL CAMINO CORRIDOR ADDED AREA RECOMMENDATION Resolution authorizing preparation of proposed Redevelopment Plan amendments to: 1) combine the debt limits for the Downtown/Central Added Area and the Merged Project Areas; 2) refine the methodology used to calculate revenue included in tax increment collection limit; and 3) extend the time limit to incur debt for Downtown/Central Added Area and the EI Camino Added Area by ILO years. BACKGROUND/DISCUSSION To assist municipalities eliminate blight and stimulate development and reconstruction in designated areas; the State of California has created a process that allows cities to adopt redevelopment project areas. Through the adoption of redevelopment areas. municipalities are able to undertake work to improve the commercial; industrial and residential base in a project area. The City of South San Francisco has adopted six such redevelopment areas. These include the original Gateway, Shearwater, Downtown/Central, and El Camino Corridor Areas and the Downtown/Central Added Area and the E] Camino Corridor Added Area (see Exhibit Table 1). In 2005, the City adopted Redevelopment Plan amendments that fiscally merged the six project areas to provide the Redevelopment Agency with the flexibility to combine revenues and accelerate improvements in the Project Areas. The 2005 Plan A~r~endments also combined the limit on tax increment collection and the limit on the amount of outstanding indebtedness for the Gateway, Shearwater; E1 Camino Corridor O~~iginul Area, El Camino Corridor Added Area and Downtown/Central Original Area. The Downtown/Central Added Area (the Oyster Point Marina) debt limit was not combined with the indebtedness limit of the other merged areas and was set at $15 million. Staff Report Subject: Redevelopment Plan Amendment Page 2 It is now evident that $l 5 million debt limit is not sufficient to carry out the public improvements necessary for the proposed S/SKS project and the Redevelopment Agency's proposed activities in the Oyster Point Marina. Furthermore, the time limits for incurring debt and the method by which revenue is counted towards the $796 million tax increment limit for the merged project areas will restrict the Redevelopment Agency's ability to carry out improvements in the project areas. Redevelopment Agency staff estimate that in the next ten years, the Redevelopment Agency will need $225 million in non-housing funds to carry out redevelopment activities in the project areas. These expenditures include: • $55,000,000 in the Downtown/Central Added Area (Harbor District and Oyster Point) • $75,000,000 in the Downtown/Central Original Area (Linden and Crrand Avenue improvements and development projects) • $85,000,000 in the El Camino ]Project Areas (new library, Grand Boulevard initiative, public improvements and development in the PUC properties) • $10,000,000 in the Gateway and Shearwater Project Areas (CalTrain and infrastructure improvements) Seifel Consulting estimates that without the proposed plan amendments, the Redevelopment Agency will only have $134 million in non-housing tax increment available for these projects-a shortfall of $95 million. The proposed amendments would potentially make an additional $101 million in non-housing revenue available to fund redevelopment activities. With respect to housing, Seifel Consulting estimates the plan amendment will generate an additional $37 million in housing funds. As the recent development experience at 636 El Camino demonstrates, developing affordable housing will require increasingly higher contributions from the Redevelopment Agency. At current rates, the $37 million will help generate an additional 250 to 300 affordable housing units for verb low-income residents. The infusion of these funds will help the City meet its Regional Housing Needs Assessment (RHNA) housing production requirement as mandated by the State of California. As noted above, the proposed plan amendments would include: 1) combining the debt limits for the Downtown/Central Added Area and the Merged Project Areas; 2) refining the methodology used to calculate revenue included in the tax increment collection limit; and 3) extending the time limit to incur debt by 10 years for the Downtown/Central Added Area and the El Camino Added Area. The proposed amendments would: Give the Redevelopment Agency greater bonding capacity. Without greater bonding capacity, the Agency would have to save money for each project before initiating it, and it will take longer to complete the Agency's proposed projects, thereby extending the time it takes to improve the project areas. Staff Report Subject: Redevelopment Plan Amendment Page 3 • Allow the Redevelopment Agency to fund all of the proposed ten year projects. Without the increased funds the Agency will have to choose between competing projects and project areas. • Give the Redevelopment Agency the capacity to jointly fund key projects with other taxing entities. It is the Agency's goal to carry out projects that benefit other taxing entities as well as the project areas. • Give the Redevelopment Agency the ability to provide upfront investment that will stimulate new development by private entities. The Agency would either provide public improvements that will facilitate private investment, or undertake projects that will serve as catalysts for improving the project areas. • Allow the Agency to produce an additional 250 to 300 affordable housing units. Additional benefits and considerations related to the proposed Plan Amendments are listed in Exhibit Table 2. The key steps in the Redevelopment Plan Amendment process are listed in Exhibit Table 3. CONCLUSION It is recommended that the Redevelopment Agency adopt a resolution authorizing preparation of a proposed Redevelopment Plan amendment to: 1) combine the debt limits for the Downtown/Central Added Area and the Merged Project Areas; 2) refine the methodology used to calculate revenue included in the tax increment collection limit; and 3) extend the time limit to incur debt by 10 years for the Downtovvn/Central Added Area and the El Camino Added Area. ~~.L,~-- ~ ~---_ By~ Marty Van Duyn Assistant Executive Director Approved: arry M. Nagel Executive Director Attachment: Resolution Exhibit Table 1 Exhibit Table 2 Exhibit Table 3 BMN/MVD/NF/AFS RESOLUTION NO. REDEVF,LOPMEN~[' AGENCY, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING PREPARATION OF PROPOSED REDEVELOPMENT PLAN AMENDMENTS TO COMBINE DEBT LIMITS FOR THE DOWNTOWN/CENT'RAL ADDED AREA AND MERGED PROJECT AREAS, REFINE METHC)DOLOGY USED TO CALCULATE REVENUE INCLUDED IN TAX INCREN[ENT COLLECTION LIMIT, AND EXTEND TIME LIMIT TO INCUR DEBT FC)R DOWNTOWN/CENTRAL ADDED AREA AND EL CAMIIVO CORRIDOR ADDED AREA WHEREAS, the Redevelopment Agency of the City of South San Francisco (the "Agency") has responsibility for implementing the Redevelopment Plans (the "Plans") for the Downtown/Central Redevelopment Project Area, the Downtown/Central Added Area, the El Camino Corridor Redevelopment Project Area, the El Camino Added Area, the Gateway Redevelopment Projject Area and the U.S. Steel/Shearwater Redevelopment Project Area (collectively, the "Project Areas") pursuant to California Community Redevelopment Law, Health and Safety Code Section 33000 et seq. (the "CRL"); WHEREAS, the Agency has engaged Seifel Consulting, Inc. (the "Consultant") to undertake fiscal and blight analyses and prepare for Agency Board consideration proposed amendments to the Plans that would: (i) combine the debt limits for the Downtown/Central Added Area with the previously-merged debt limit for the other Project Areas, (ii) refine the methodology used to calculate revenue included in the tax increment collection limit for the Project Areas, and (iii) extend the time limit to incur debt by ten (10) years for the Downtown/Central Added Area and the El Camino Corridor Added Area, (collectivelly, the "Proposed Amendments"); and WHEREAS, the Agency Board has considered the Staff Report accompanying this Resolution, and based upon t11e information presented in the Staff Report and accompanying information, has determined that it would be beneficial to commence preparation of the Proposed Amendments and related analyses in order to more effectively implement the Plans. NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of South San Francisco that Agency staff, counsel, and the Consultant are hereby authorized and directed to conduct and undertake all necessary analyses and actions as appropriate to prepare the Proposed Amendments for Agency Board consideration in accordance with the provisions of'the CRL and the Consultant engagement. 1503579.2 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 , 2010 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: Agency Secretary 1503579.2 2 N T ... V •~ Gf J Q C = ~o ~ y ~ 1° o a ~ c y ~ d d ~ d ~ O ~ ~ d V d ~ 'B V d ~ ~ ~ O lJ. N W 'y fn O. t o +- c ~ >, o ~ ~ L y C~ ~ 'b Vl ~ ~ 1/'~ ~ I~ [~ N M 00 c L i. by d ~ 00 f3. ~ O 00 00 'a W w u; i, ~ .b oo ~ N ~ O N Op ~ N N X M C7 `° W ~., ~ ~ ~o w Q . ~ ~ ~ C~ O ~ ~ M ~ ~ O N ~ M V O O ~ [~ ~t N ~ V d' C> ~n `L G . ~ .-. •--~ vl O ~O p b W . C ~ N N~~ '.. ~i ~O N Cl M ~L L O ~ ~-'-~ 64 s9 0 U O G . ~ eC cC O U °= o N ° o -- ~o w Q ^ ~p O -- ~ N M~ o0 00 00 00 o ~ ~ o0 ~ ~ N (`J N N N .D ~O ~O >..~ \O l0 ~O Q w ~ Q ~ N ~ ~ ~ 00 O ~ iC ~ C ~ ~J N dJ N .N. vi v~ ~ P. G O [z-. U c 3 0 O ~ ~ C) ~ A Q ' .--. O --~ V N M i v~ vl ~n v O C O O N i p rl ~ ~ N N N N N N O O ^y O Q w ~ c~ a O `~ U N N :~ U U O ~, ' ~ '' . ~ ~ ~ ~ ~ W Q N U bD ¢ ~ C U . v i s N ~ ~ y ~ °aF !~ ~ _ id ~.. sr s. O W W W ~O C Q ~ •~ •~ •~ r., b :~ c b N y ~ ~I r-1 ~--1 b 'i ~ a ~ ~, a7 ~ ~ ' ~ ~, U 'S7 ~ cad ~ r .^r". Q Q W CU [- F= (- (Uif ~ li O O 7 A ,°_ c bA m Q N co 0 C 7 7 a N m 0 c U W C U 3 0 3 O r 0 a N N 7 n c Q d O a cn O 0 C U C U w A ro c O ti U 3 3 0 v C E C G N ,O W v t b v L O 0 v .? v w N F m >. U a v rn rn v in x V m z T C b~q Q F N C 0 b 0 u c U _~ C O ~ N C ~ J '~ C d O U ~ N ~ T C Q c E n O a~i U C ti m in N c E E a _m D_ d E a 0 a~i Table 2 Benefits attd Considerations of Proposed Plan Amendments South San Francisco Redevelopment Agency Amcndmenti __ ~ _ - Combine outstanding Indebtedness Limits (Downtown/Central Added Area and Other Merged Project Areas) Clarity Fiscal Limit for Tax Increment Collection (All Project Areas Except Downtown/Central Added; Downtown/Centra] Added is not subject to this limit) IC. Time Limit for Incurring Debt ~wn/Central Added and El Camino Added) Kenefits Cnnsiderations Combines existing $IS million bond debt limit -Requires documentation of remaining blight, for Downtown/Central Added Area with primarily in Downtown/Central Added Area. $233 million limit for rest of Merged Project -Allows streamlined amendment process Area for a total limit of $248 million. [Report on the Plan Amendment only]. -Allows Agency to catalyze new development -CEQA process depends on extent of changes at Oyster Point. to redevelopment program. -Provides greater flexibility in deploying -No direct impact on local taxing entities. Agency resources throughout the Merged -Does not require consultations with taxing ect Areas. Lances Agency bonding capacity and ces issuance costs. -Refines methodology for allocation of revenues toward Tax Increment (TI) Collection Limit to exclude Housing Set-Aside, F'ass-through Payments, and Slate Take-aways -Simplifies Agency accounting and long-range planning. -Provides additional TI revenues for Agency projects and jointly sponsored projects with taxing entities. -Supports long-term increase in property tax revenues for all local [axing entities through investments in infrastructure and physical development. -Requires documentation of remaining blight in other Project Areas. -Must demonstrate nexus between need for additional revenues and proposed blight- eliminating projects and programs. -Requires complex 12-month amendment process [Preliminary Report and Report on the Plan Amendment]. -CEQA process depends on extent of changes to redevelopment program. -Potential fiscal impacts on local taxing entities for 5-10 years. Impacts will only be realized in future years after collection limit would otherwise have been reached. -Requires consultation with taxing entities. -Extends Agency's ability to incur debt and enter into binding financial agreements for 10 This is only way this limit can be extended for hese Project Areas (this limit has been repealer br all other Project Areas). Enhances Agency's long-term flexibility to ssue bonds and enter into DDAs and other agreements to support improvement of the 'roject Areas. -Same considerations as described above in B. -Must demonstrate nexus between need for additional time to incur debt and proposed blight-eliminating projects and programs. -No direct fiscal impact on local taxing entities because this change does not affect the time limit for TI collection. Source: Meyers Nave Riback Silver & Wilson and Seifel Consulting Inc. South San Francisco Redevelopment Agency Seifel Consulting Inc. Redevelopment Plan Amendment Strategy September 2010 Table Proposed Plan Amendment Schedule Month Key Steps 1 2 3 4 5 6 7 8 9 10 11 12 Agency Authorization Community Outreach Taxing Entity Consultations Prepare Amended Plan Preliminary Report Report to State Agencies Report on the Plan Amendment Environmental Documentation Joint Public Hearing °~'~ s ~ Redevelopr~-zent Agency 0 ~. Staff Report c'~LIFOR~~A RDA AGENDA ITEM # 4 DATE: September 8, 2010 TO: Redevelopment Agency Board FROM: Marty Van Duyn, Assistant Executive Director SUBJECT: A RESOLUTION AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AGREEMENT FOR CONSULTING SERVICES WITH SEIFEL CONSULTING IN AN AMOUNT NOT TO EXCEED $297,800 FOR THE PREPARATION OF PROPOSED REDEVELOPMENT PLAN AMENDMENTS RECOMMENDATION Resolution authorizing the Executive Director to execute an Agreement with Seifel Consulting in an amount not to exceed $297,800 for the preparation of a proposed Redevelopment Plan amendments to: 1) combine the debt limits for the Downtown/Central Added Area and the Merged Project Areas;. 2) refine the methodology used to calculate revenue included in tax increment collection limit; and 3) extend the time limit to incur debt for Downtown/Central Added Area and the El Camino Added Area by 10 years. BACKGROUND/DISCUSSION The City of South San Francisco has adopted six redevelopment project areas to improve the commercial, industrial and residential base in those areas. The six areas include the original Gateway; Shearwater, Downtown/Central, and El Camino Corridor Areas and the Downtown/Central Added Area and E] Camino Con-idor Added Area. In 2005, the City adopted redevelopment plan amendments that fiscally merged its six project areas to provide the Redevelopment Agency with the flexibility to combine revenues and accelerate improvements in the Project Areas. The City has used this flexibility to eliminate blight and stimulate development and rf:construction in the project areas. To continue making such improvements, redevelopment agency staff estimate that the Agency will need $225 million in non-housing funds in the next ten years. It is now evident that debt limit in the Downtown/Central Added area is not sufficient to carry out the public improvements necessary for the proposed S/SKS project and the Redevelopment Agency's proposed activities in the Oyster Point Marina. It is also evident that the time limits for incurring debt and the method by which revenue is counted towards the $796 million tax increment limit for the merged project areas will restrict the Redevelopment Agency's ability to can-y out the improvements in the project areas. Therefore, staff is recommending that the Board Staff Report Subject: Agreement with Seifel Consulting for Redevelopment Plan Amendment Page 2 authorize the preparation of a proposed Redevelopment Plan amendments to: 1) combine the debt limits for the Downtown/Central Added Area and the Merged Project Areas; 2) refine the methodology used to calculate revenue included in tax increment collection limit; and 3) extend the time limit to incur debt for Downto~m/Central Added Area and the E] Camino Added Area by 10 years. To carry out the plan amendments, redevelopment staff is recommending that the Board authorize the Executive Director to execute an Agreement with Seifel Consulting. Seifel Consulting successfully facilitated the 2005 Fiscal Merger and Plan Amendments and prepared the Implementation Plan adopted in July 20x0. Staff believes their experience and knowledge gives them an advantage over other consulting, firms, enabling an expeditious and cost effective process for the proposed plan amendments. Seifel Consulting was asked to provide a scope of work and budget for the plan amendments because; of their familiarity with the Agency s Project Areas, tax increment and pass through agreements with taxing entities. Seifel Consulting will leverage this work in order to review the Agency's financial resources and needs required for the proposed plan amendments. FUNDING Funding for this project is available in tl^-e current Agency budget. CONCLUSION It is recommended that the Redevelopment Agency adopt a resolution authorizing the Executive Director to execute an Agreement with >eifel Consulting in an amount not to exceed $297,800 for the preparation of a proposed Redevelopment Plan amendments to: l) combine the debt limits for the Downtown/Central Added Area and the Merged Project Areas; 2) refine the methodology used to calculate revenue included in tax increment collection limit; and 3) extend the time limit to incur debt for Downtown/Central Added Area. and the E1 Camino Added Area by 10 years. By: ~%~ Marty Va Assistant n Duyn anv M. Nagel Attachment: Resolution ~ ~ h ~`~- .pproved: Executive Director Executive Director Consulting Services Agreement with Seifel Consulting, Inc. BMN/MVD/NF RESOLUTION NO. REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO. STATE OF CALIFORNIA A RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT FOR CONSULTING SERVICES WITH SEIFEL CONSULTING, INC. IN AN AMOUNT NOT TO EXCEED $297,800 FOR THE ]PREPARATION OF PROPOSED REDEVELOPMENT PLAN AMENDMENTS WHEREAS, the Redevelopment Agency of the City of South San Francisco (the "Agency") has responsibility for implementing the Redevelopment Plans (the "Redevelopment Plans") for the Downtow~~/Central Redevelopment Project Area. the Downtow»/Central Added Area; the E1 Camino Con-idor Redevelopment Project Area. the E1 Camino Added Area. the Gateway Redevelopment Project Area and the U-S. Steel/Shearwater Redevelopment Project Area (collectively, the "Project Areas") pursuant to California Community Redevelopment Law; Health and Safety Code Section 33000 e~ seq. (the "CRL"); WHEREAS. the Agency Board has considered the staff report accompanying this Resolution (the "Staff Report"); has determined that it would be beneficial to commence preparation of proposed amend~~~ents pro the Redevelopment Plans as more particularly described in tl~e Staff Report (the "Proposed Amendments"); and has determined that it would be beneficial to engage Seifel Consulting; Inc. (the "Consn>`tant") to undertake fiscal and blight analyses and related work in connecticm with the preparation of the Proposed Amendments for Agency Board consideration. NOW; THEREFORE, BE IT F;ESOLVED by the Redevelopment Agency of the City of South San Francisco that the Executive Director of the Agency is authorized to execute a consulting services agreement with Seifel Consulting, Inc. in an amount not to exceed Two Hundred Ninety Seven Thousands and', Eight Hundred Dollars ($297,800). 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 da_y of . . 2010 by the following vote: AYES: NOES: ABSTAIN: 1507220.1 P.1 ABSENT: ATTEST: Agency Secretary 1507220.1 P_ 2 P. 3 CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT (this "Agreement") is made by and between the Redevelopment Agency of the City of South San Francisco, a public agency ("Agency") and Seifel Consulting, a California Corporation ("Con:sultant") effective as of September 8, 2010 ("Effective Date"). Agency and Consultant are collectively referred to herein as the "Parties". Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide fo Agency the services described in the Scope of Work attached hereto as Exhibit A (the "Scope of Work"), at the time and place ar~d 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 according to the schedule specified in Exhibit A. Consultant shall complete the Scope of Work as specified in E;thibit A according to said schedule, unless this Agreement is extended or terminated pursuant to 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 in a manner that conforms with the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that Agency, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall reassign such person or persons immediately upon receiving notice from Agency. 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 1.2 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. Agency hereby agrees to pay Consultant an aggregate sum not to exceed Two Hundred Ninety-Seven Thousand Eight Hundred Dollars ($297,800) on a time and materials basis for services to be performed and reimbursable costs incurred pursuant to this Agreement. In the event of a conflict between Phis Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. Agency 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 Agency to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to Agency in the manner specified herein. Except as specifically authorized by Agency, Consultant shall not bill Agency for duplicate services performed by more than one person. Consulting Services Agreement between Redevelopment Agency of the City of South San Francisco and Seifel Consulting, Inc. Page 1 of 15 P. 4 2.1 Invoices. Consultant shall submit invoices, not more often than once per month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: • Serial identifications of progress bills; e.g., "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 prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; • At Agency'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 brief 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 Scope of Work; ® Copies of invoices and evidence of payment for reimbursable expenses; and • The Consultant's signature. 2.~ Monthly Payment. Subjject to Section 2.3, Agency shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. Agency shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Fina! Payment. Agency shall pay the last 10% of the total sum due pursuant fo this Agreement within sixty (60) days after completion of the Scope of Work and submittal to Agency of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. Agency shall pay for the services to be rendered by Consultant pursuant to this Agreement. Agency shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. Agency shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consult<~nt 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 rnodified prior to the submission of such an invoice by a properly executed change order or amendment. consulting Services Agreement between Redevelopment Agency of the City of South San Francisco and Seifel Consulting, Inc. Page 2 of 15 P. 5 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown in Exhibit A. 2.6 Reimbursable Expenses, Reimbursable expenses are specified in Exhibit A. Expenses not listed in Exhibit A are not chargeable to Agency. Reimbursable expenses are included in the total amount of compensation specified in Section 2. 2.1 Payment of Taxes. Consultant is solely responsible for the payment of payroll taxes and employee benefits, and Agency shall have no responsibility therefor. 2.8 Payment upon Terminai;ion. In the event that the Agency terminates this Agreement pursuant to Section 8, the Agency shall compensate the Consultant for reimbursable expenses incurred and 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 Perfornn Services. The Consultant is not authorized to perform any services or incur any costs whatsoever pursuant to this Agreement prior to receipt of authorization from the Contract Administrator (defined in Section 10.9). Section 3. FACILITIES AND EQUIPIMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities ar~d equipment that may be necessary to perform the Scope of Work. Agency shall make available to Consultant only the facilities and equipment listed in this Section, and only under the terms and conditions set forth herein. Agency shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with Agency employees and reviewing records and the information in possession of the Agency. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of Agency. In no event shall Agency 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. INSURANCE REQUIRE~IIENTS. Before beginning any work under this Agreement, Consultant, at its sole cost and expense unless otherwise specified below, shall procure the types and amounts of insurance listed below providing coverage for claims for injuries to persons or damages to property that may arise from or in connection with the performance of the Scope of Work by Consultant and its agents, representatives, employees, aril subcontractors. Prior to the Effective Date, Consultant shall provide Certificates of Insurance, indicating that Consultant currently maintains insurance that meets the requirements of this Section under forms of insurance satisfactory, in all respects, to the Agency. Consultant shall maintain the insurance policies required by this Section throughout the term of this Agreement. Consultant shall not allow any subcontractor to commence work on any subcontract related to performance of the Scope of Work until Consultant or such subcontractor has obtained all insurance required herein for such subcontractor(s) and provided evidence thereof to Agency. Consulting Services Agreement between Redevelopment Agency of the City of South San Francisco and Seifel Consulting, Inc. Page 3 of 15 P. 6 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 aself-insurance program to meet those requirements, but only if fhe program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether aself-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 Agency 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 sole cost and expense, shall maintain commercial general and automobile liability insurance throughout 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 both the commercial general liability insurance and the automobile liability insurance, if 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. Commercial general liability and automobile liability 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, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general liability 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 Elroad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12190) Code 8 and 9. No endorsement shall be attached limiting the coverage. 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 provide coverage on an occurrence 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 Agency and the additional insureds. Consulting Services Agreement between Redevelopment Agency of the City of South San Francisco and Seifel Consulting, Inc. Page 4 of 15 P. 7 4.3 Professional Liability Insurance. 4.3.1 General requirements. Consultant, at its sole cost and expense, shall maintain throughout the term of 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 limiitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the Effective Date of this Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Scope of Work, so long as commercially available at reasonable rates. c. 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 Scope of Work. The Agency 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. d. A copy of the claim reporting requirements must be submitted to the Agency prior to the commencement of any work under this Agreement. 4.4 Requirements for All Poliicies. 4.4.1 Acceptability of insurers. All insurance required by this Agreement shall be placed with insurers admitted in California and with an A.M. Bests' rating of no less than A:VII. 4.4.2 Verification of ciavera e. Prior to beginning any work under this Agreement, Consultant shall lfurnish Agency 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. Consulting Services Agreement between Redevelopment Agency of the City of South San Francisco and Seifel Consulting, Inc. Page 5 of 15 P. 8 4.4.3 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 riot 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 Agency. In the event that any coverage required by this section is reduced, limited, cancelled, or materially affected in any other manner, Consultant shall provide written notice to Agency at Consultant's earliest possible opportunity and in no case later than ten (10) business days alter Consultant is notified of the change in coverage. 4.4.4 Additional Insured; Primary Insurance; Waiver of Subrogation Commercial general liability and automobile liability policies shall name Agency, the City of South San Francisco, and (heir respective officers, officials, employees, agents, and volunteers as additional insureds. A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to the Agency and its officers, officials, employees and volunteers, and that any insurance or self-insurance maintained by the Agency or by thE= City of South San Francisco shall be excess and shall not be called upon to contribute to a loss under the coverage. Worker's Compensation, general liability and automobile liability policies shall include a waiver of subrogation for the benefit of the Agency and the City of South San Francisco. 4.4.5 Deductibles arni Self-Insured Retentions. Consultant shall disclose to and obtain the approval of Agency for self-insured retentions and deductibles before beginning perfornnance of the Scope of Work. 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 Agency, ifs 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. 4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under ifs policies or shall Burnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. Consulting Services Agreement between Redevelopment Agency of the City of Sough San Francisco and Seifel Consulting, Inc. Page 6 of 15 P. 9 4.4.7 Variation. The Agency 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 Agency's interests are otheirwise fully protected. 4.5 Remedies. In addition to any other remedies Agency may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, Agency may, at its sole option exercise any of the following remedies, which are alternatives to other remedies Agency 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 this Agreement; • Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both slop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or • Terminate this Agreerent. Section 5. INDEMNIFICATION AND' CONSULTANT'S RESPONSIBILITIES. To the fullest extent permitted by law, Consultant shall indemnify, defend (with counsel selected by the Agency), and hold harmless the Agency, the City of South San Francisco, and their respective officials, officers, employees, agents, and volunteers from and against: any and all losses, liability, claims, suits, actions, judgments, costs, expenses (including without limitation attorneys' fees), damages, and causes of action (all of the foregoing, collectively "Claims") directly or indirectly, in whole or in part, to the extent that the foregoing results from the actions of the Consultant, arising out of or in connection with the performance of the Scope of Work or the failure of Consultant or its Employees, subcontractors, or agents to comply with the terms of this Agreement, including without limitation, Claims relating to bodily injury, loss of life, and/or property damage. The foregoing obligation of Consultant shall not apply when (1) the Claim arises wholly from the gross negligence or willful misconduct of the Agency 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 Claim. 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 Agency 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 all Claims 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 Redevelopment Agency of the City of South San Francisco and Seifel Consulting, Inc. Page 7 of 15 P.10 Section 6. STATUS OF CONSULI~~ANT. 6.1 Independent Contractor; Indemnity. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of Agency. Agency shall have the night to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subsection 1.3; Agency shall not otherwise have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other Agency, state, or federal policy, rule, regulation, law, or ordinance to the contrary, neither Consultant nor its employees, agents, and subcontractors providing services under Phis Agreement shall qualify for or become entitled to, and hereby agree fo waive any and all claims to, any compensation, benefit, or any incident of employment by Agency, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of Agency and entitlement to any contribution fo be paid by Agency for employer contributions and/or employee contributions for PERS benefits. 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 Agency, Consultant shall indemnify, defend, and hold harmless Agency 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 Agency. &.~ Consultant No Agent. Except as Agency may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of Agency in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind Agency to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of California without regard to principles of conflicts of laws. 7.2 Compliance with Applicable Laws. Consultant, its employees and agents, and all subcontractors shall comply with all laws applicable to the performance of the Scope of Work. 7.3 Other Governmental Regulations. 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 Agency is bound by the terms of such fiscal assis~iance program. Consulting Services Agreement between Redevelopment Agency of the City of South San Francisco and Seifel Consulting, Inc. Page 8 of 15 P.11 7.4 Licenses and Permits. Consultant represents and warrants to Agency that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of what-so-ever nature that are legally required to practice their respective professions. Consultant covenants that Consultant and ifs employees, agents, and all subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of lihis Agreement all licenses, permits, and approvals that are legally required to practice their respective professions and perform the Scope of Work. In addition to the foregoing, Consultant and all subcontractors shall obtain and maintain during the term of this Agreement valid City of South San Francisco Business Licenses. 7.5 Nondiscrimination and Equal Opportunity 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. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. Agency may cancel this Agreement at any time and without cause upon written notification to Consultant. In the event of termination, Consultant shall be entitled to compensation for services satisfactorily performed to the effective date of termination; Agency, however, may condition payment of such compensation upon Consultant delivering to Agency 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 Agency in connection with this Agreement. 8.2 Extension. Agency 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 written amendment to this Agreement. Consultant understands and agrees that, if Agency grants such an extension, Agency shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in Phis Agreement. Similarly, unless authorized by the Contract Administrator or by amendment to this Agreement, Agency shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. Consulting Services Agreement between Redevelopment Agency of the City of South San Francisco and Seifel Consulting, Inc. Page 9 of 15 P.12 8.3 Amendments. This AgrE~ement may be amended only by a written instrument signed by all Parties. 8.4 Assignment and Subcontracting. Agency 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 Agency 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 Scope of Work, other than. to the subcontractors identified in Exhibit A, without prior written approval of the Contract Administrator. 8.5 Survival. Sections 4.3 (Professional Liability Insurance), 5 (Indemnification), 6.1 (Independent Contractor), 9.3 (Inspection and Audit), 8.1 (Termination), and 9.4 (Records) shall survive the expiration or earlier termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, Agency may exercise any of the following remedies, each of which shall be cumulative and not exclusive: 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 io complete the Scope of Work not finished by Consultant; 8.6.4 Charge Consultant the difference between the cost to complete the Scope of Work that is unfinished at the time of breach and the amount that Agency would have paid Consultant pursuant t0 Section 2 if Consultant had completed the work; or 8.6.5 Pursue any other remedy available under law or in equity. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 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 Agency. Consultant hereby agrees to deliver those documents to the Agency upon termination of the Agreement. It is Consulting Services Agreement between Redevelopment Agency of the City of South San Francisco and Seifel Consulting, Inc. Page 10 of 15 P.13 understood and agreed tlhat the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the Agency and are not necessarily suitable for any future or other use. Agency and Consultant agree that, until final approval by Agency, all data, plans, specifications, reports and other documents arE~ confidential and will not be released to third parties beyond the consultants working on the project team without prior written consent of both parties unless required by law. 9.2 Consultant's Books anti 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 Agency 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. 9.3 Inspection and Audit oi' 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 Agency. 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 Agency or as part of any audit of the Agency, for a period of three (3) years after final payment under the Agreement. 9.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals. All responses to a Request for Proposals (RFP) or invitation to bid issued by the Agency become the exclusive property of the Agency. Ai such time as the Agency selects a bid, all proposals received become a matter of public record, and shall be regarded as public records, with the exception of those elements in each proposal that are defined by Consultant and plainly marked as "Business Secret" or Trade Secret." Any proposal that contains language purporting to render all or significant portions of the proposal "Confidential," "Trade Secret," or "Proprietary," shall be regarded as non-responsive. The Agency shall not be liable or in any way responsible for the disclosure of any such proposal or portions thereof, if Consultant has not plainly marked it as a "Trade Secret" or "Business Secret" or if disclosure is required under the Public Records Act. Although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the Agency may not be in a position to establish that the information that a prospective bidder submits is a trade secret. If a request is made for information marked "Trade Secret" or "Business Secret," and the requester fakes legal action seeking release of the materials it believes does not constitute trade secret information, by submitting a proposal, Consultant agrees to indemnify, defend and hold harmless the Agency, its agents and employees, from any judgment, fines, penalties, and award of attorneys fees awarded against the Agency in favor of the party ~onsu~ting Services Agreement between Redevelopment Agency of the City of South San Francisco and Seifel Consulting, Inc. Page 11 of 15 P.14 requesting the information, and any and all costs connected with that defense. This obligation to indemnify survives the Agency's award of the contract. In submitting a proposal, Consultant agrees that this indemnification survives as long as the trade secret information is in the Agency's possession, which includes a minimum retention period for such documents. Section 10 MISCELLANEOUS PROVISIONS. 10.1 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. 10.2 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 California in the County San Mateo or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of Phis 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. 10.4 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 Perm or any other term of this Agreement. 10.5 Successors and Assign;. The provisions of this Agreement shall inure fo the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost Phan virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of Agency 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 of seq. Consultant shall not employ any Agency official in the work performed pursuant to this Agreement. No officer or employee of Agency shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consulting Services Agreement between Redevelopment Agency of the City of South San Francisco and Seifel Consulting, Inc. Page 12 of 15 P.15 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 Agency. If Consultant was an employee, agent, appointee, or official of the Agency 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 Agency 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 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Norma Fragoso ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Elizabeth Seifel, President Seifel Consulting, Inc. 221 Main Street, Suite 420 San Francisco, CA 94105 Any written notice to Agency shall be sent to: Norma Fragoso, Redevelopment Manager Redevelopment Agency of the City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 10.11 Rrofessional 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/cfesign preparation. The stamp/seal shall be in a block entitled "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. Consulting Services Agreement between Redevelopment Agency of the City of South San Francisco and Seifel Consulting, Inc. Page 13 of 15 P.16 10.12 Integration. This Agreement, including Exhibit A attached hereto and incorporated herein by reference, represents the entire and integrated agreement between Agency and Consultant with respect to the subject matter hereof and supersedes all prior negotiations, representations, or agreements, either written or oral with respect thereto. In the event of any inconsistency between the text of this Agreement and the exhibits attached hereto, the text of this Agreement shall prevail. 10.13 No Third Party Beneficiairies. This Agreement is not intended fo benefit, and shall not run to the benefit of or be enforceable by, any other person or entity other than the Parties and their permitted successors and assigns. 10.14 Headings; Interpretation. The captions of the sections and articles of this Agreement are for convenience only and are not intended to affect the interpretation or construction of the provisions hereof. This Agreement is the result of negotiation between the Parties, and shall be construed as to its fair meaning and not for or against any Party based upon any attribution of such Party as the sole source of the language in question. 10.15 Counterparts. This AgreE~ment may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. Signatures on Following Page Consulting Services Agreement between Redevelopment Agency of the City of South San Francisco and Seifel Consulting, Inc. Page 14 of 15 P.17 The Parties have executed this Agreement as of the Effective Date. AGENCY: REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO CONSULTANT: Seifel Consulting, Inc. a California corporation Barry M. Nagel, Executive Director Attest: Agency Secretary Approved as to Form: Agency Counsel 1289907 By: _ Print Name: Elizabeth Seifel Title: President Consulting Services Agreement between Redevelopment Agency of the City of South San Francisco and Seifel Consulting, Inc. Page 15 of 15 P.18 P.19 P. 2 0 EXHIBIT A SCOPE OF WORK Redevelopment Plan Amendments Prepared for: South San Francisco Redevelopment Agency September 201 ~ ei e CONSULTING INC. 221 Main Street Suite 420 San Francisco CA 941D5 415.618.0700 laz 415.618.O7D7 www.seitel.com P.21 i. Project Understanding and Approach A. Objectives for the Redevelopment Plan Amendments The South San Francisco Redevelopment Agency (Agency) is proposing to amend the fiscally merged Downtown/Central, El Camino Corridor, Shearwater, and Gateway Redevelopment Plans by the following amendments (collectively, the Redevelopment Plan Amendments): • Combine the Outstanding Indebtedness Limits for the Downtown/Central Added Area with the rest of the Merged Project Areas. • Refine the methodology used to calculate revenue included in the Fiscal Limit for Tax Increment Collection for the P/lerged Project Areas, excluding the Downtown/Central Added Area, which is not subject to :;uch limit. • Extend for ten years the Time Limit for Incurring Debt for the Downtown/Central Added Area and the El Camino Corriidor Added Area. • Consolidate the Agency's four constituent redevelopment plans into an amended and restated Merged Redevelopment Plan. • Update the Agency's program of projects and activities that inay be undertaken in the Merged Project Areas. The Agency's four fiscally Mergf;d Project Areas (and two Added Areas) are approaching key time and fiscal limits. Amending these limits would enhance the Agency's ability to alleviate adverse physical and economic conditions in the Merged Project Areas. The Outstanding Indebtedness Limit for the Downtown/Central Added Area financially limits the Agency's ability to undertake a number of proposed development projects that would improve the physical, environmental and economic conditions in the vicinity of Oyster Point. Redevelopment activities in Oyster Point could lead to long term increases in assessed value, generating long term property tax revenues for the Agf:ncy, the City and local taxing entities. Combining the Outstanding Indebtedness Limit 1For the Downtown/Central Added Area with that of the other Merged Project Areas would allow the Agency to undertake these projects, and would enhance the Agency's bonding capacity and reduce its costs of bond issuance. The Merged Project Areas (excluding Downtown/Central Added Area) are subject to a Fiscal Limit for Tax Increment Collection that is calculated differently in each Project Area. Additionally, higher than expected historical growth in assessed value will result in the Agency reaching this limit sooner than expected. The Agency is planning a comprehensive set of projects and programs over the next 10 y~°ars that are aimed at eliminating blighting conditions throughout the Merged Project Areas, but projected tax increment revenues prior to reaching the Fiscal Limit on Tax Increment Collection are insufficient to fund the Agency's proposed projects and programs. Refining the calculation of revenue toward the Fiscal Limit on Tax Increment Collection to exclude pass through payments, housing set-aside funds, and state take-aways (ERAF/SERAF) will both simplify Agency accounting procedures and allow the Agency an estimated five to seven years of additional tax increment collection. These additional revenue years will provide the necessary financial capacity for the Agency to undertake its proposed projects. South San Francisco Redevelopment F~gency Redevelopment Plan Amendments Seifel Consulting Inc. September 2010 P. 2 2 The Agency has already repealed the Tiine Limit for Incurring Debt in its four original Project Areas. This limit cannot be repealed in the El Camino Corridor Added Area and Downtown/Central Added Area because these areas were added after 1994. However, the Time Limit for Incurring Debt may be extended by ten years for post-1994 Project Areas. Extending this limit for the EI Camino Corridor Added Area and the Downtown/Centra] Added Area will provide the Agency with more time to issue bonds, as well as to enter into disposition and development agreements and other financially binding arrangements that contribute to community revitalization. Four different Redevelopment Plans, each of which has been amended previously, currently govern the Agency's actions in tl~e Merged Project Areas. In pursuing the proposed Redevelopment Plan Amendments, the Agency has the opportunity to amend, restate and consolidate the current constituent redevelopment plans into the form of a single "Consolidated Redevelopment Plan for the South San Francisco Merged Project Areas." This merged redevelopment plan (Amended Merged Plan) would incorporate all applicable provisions from each of the current constituent redevelopment plans, and provide the Agency with a single, comprehensive governing document. The Agency is currently considering an expanded program of projects and activities, including proposed development projects at Oyster Point and elsewhere in the Merged Project Areas. Accordingly, the Redevelopment Program component of the Agency's redevelopment plans should be revised to update the list of projects, programs and activities that may be undertaken by the Agency in the Merged Project Areas. Collectively, these Redevelopment Plan ,Smendments help to reposition the Agency to meaningfully invest in the long t~°rm physical and economic future of its Merged Project Areas at a time when the economic environment is severely inhibiting capital investment from bath the private and public sector. These amendments will also help to provide the Agency with sufficient resources and flexibility to alleviate remaining blight and respond to emergent opportunities far revitalization throughout the life of the Merged Project Areas. B. Overview of the Plan Amendment Pr®cess The preparation of a redevelopment plan amendment involves a complex, statutorily-mandated process designed to provide the legislative body with the analysis and input needed to determine the purpose, scope and content of the proposed redevelopment plan amendments and, ultimately, to decide whether to amend the redevelopment plan. Seifel Consulting Inc. (Seifel) will continue to serve as redevelopment consultant to the City of South San Francisco (City) and tlhe Agency, building on the firm's prior work for the City and Agency. Seifel is an experienced firm that has provided services for numerous cities, towns and counties seeking the expertise and experience to navigate the redevelopment process in California. Seifel has guided more than 100 redevelopment plan adoptions, major amendments and fiscal mergers over the past 10 years. As the redevelopment consultant., Seifel will work with staff to provide redevelopment plan amendment services to the Agency for the preparation and adoption of the Redevelopment Plan Amendments. The amendment process will focus on documenting remaining blight in the Merged Project Areas, preparing the Preliminary Report and Report to the Council (to include an updated South San Francisco Redevelopment Agency Redevelopment Plan Amendments Seifel Consulting Inc. September 2010 P. 2 3 Implementation Plan), assisting with developing the amended Redevelopment Program, conducting the financial feasibililty analysis, and consulting with affected taxing entities. Seifel, under staff supervision, will manage the completion of the steps in the adoption process for the Redevelopment Plan Amendments, except for the preparation of any environmental documentation that might be required. The plan amendment process and analysis encompass a broad range of policy and legal matters with input provided by a wide variety of participants. The process involves numerous steps required by the CRL, such as notification of plan amendment preparation, taxing entity consultation, envirorunental revii°w, and citizen participation. The process culminates with a public hearing on the redevelopment plan amendments. Seifel will provide the redevelopment consulting services necessary to ensure the adequate and timely completion of the process. This scope of services is designed to facilitate the plan amendment process in accordance with the provisions of the CRL. If any steps in the plan amendment formulation, review, and/or amendment process were to be overlooked, or not completed in compliance with applicable state law,, the plan amendments could be susceptible to legal challenge. Since such an oversight could delay implementation of the redevelopment plan amendments, it is essential that Seifel coordinate the plan amendment process with Agency staff and legal counsel. This proposal assumes that the Agency will continue to retain Meyers Nave Riback Silver & Wilson (Meyers Nave), a law firm experienced with redevelopment plan amendments, which will provide counsel throughout the plan amendment process. C. Work Program The following tasks are based on our understanding of the redevelopment consultant's role. This proposal assumes that the Agency handles the administrative plan amendment processes such as meeting notices, staff reports, and preparation of public hearings and meetings, including the mailing of notices. It also assumes that Meyers Nave prepares the Redevelopment Plan Amendments in the form of the ?,mended Merged Plan, the legal schedule, all required legal documents, and the legal notices and resolutions as required by the Agency. We understand that a separate consultant under direct contract with the Agency will prepare the envirommental documentation under the California Environmental Quality Act (CEQA)- Task 1: Project Initiation and Management a. Project Initiation, Scope Refinement and Development of Amendment Strategy With the initiation of the contract, Seifel will meet with Agency and City staff and legal counsel to review the proposed work tasks and agree upon a process towards an efficient and cost effective work plan and strategy for adopting the Redevelopment Plan Amendments. This initial meeting will include compiling a master list of relevant material, reviewing and refining the proposed scope and timeline for completion of each task, determining how each work task can best be accomplished, and allocating roles and responsibilities among staff and consultant team members to assure the timely and efficient completion of each step. We will also schedule the proposed preparation of documents and the public participation process. b. Project Management To facilitate a smooth and coordinated plan adoption process, Seifel will provide comprehensive South San Francisco Redevelopment Agency Redevelopment Plan Amendments Seifel Consulting Inc. September 2010 P. 2 4 project management and advisory services, as needed, throughout the project. Seifel will: • Provide project management and team leadership throughout the duration of the amendment process. • Prepare a summary project schedule that includes lcey milestones and deadlines, including the City's required lead times four preparation of City Council packet materials, project team review schedule and noticing; requirements. Note that this project schedule would incorporate key elements of the legal schedule to be prepared by Meyers Nave. Seifel will update the summary project schedule on a monthly basis to reflect shifting priorities and ensure project milestones are met. (A draft schedule of key steps in the plan amendment process is provided as Table 1 below to summarize the key CRL procedural steps as it would align with the proposed Work Plan schedule.) • Lead team coordination meetings or conference calls throughout the course of the project in order to evaluate progress, obtain additional information, review work performed to date, and keep the project on track. • Prepare data requests and update project management task list as needed to accomplish the wor]< program. • Help staff prepare and review staff reports and supporting materials. • Review and coordinate legal documents, environmental documentation, and maps prepared by the City's civil engineering and/or environmental consultant to ensure consistency. • As needed, exchange information with City staff and other consultants regarding information to be incorporated in major documents prepared by Seifel (e.g. the Preliminary Report and Report to Council). • Schedule and facilitate regular check in calls to discuss project status, information needs and any project issues. Task 2: Consultations with Taxing Entities Seifel will assist in consultations with the affected taxing entities regarding the fiscal impact of the Redevelopment Plan Arnendnnents on such entities. The affected taxing entities are: San Mateo County, South San Francisco Unified School District, San Mateo County Community College District, San Mateo Courrty Superintendent of Schools, Bay Area Air Quality Management District, San Mateo County Harbor District, Colma Creelc Flood Control, San Mateo County Resource Conservation District, the City of South San Francisco, and Willow Gardens Parks and Parkways. We will prepare materials for and attend up to eight meetings with Agency staff and affected taxing entities. We recommend that initial consultations be done early in the process. Seifel will present a summary of the pass through payments (both statutory and contractual) and fiscal impacts to affected taxing entities under the Redevelopment Plan Amendments, as detailed under Task 3 (Financial and Fiscal Impact Analysis). Task 3: Financial and Fiscal Impact Analysis Seifel will perform financial analyses to demonstrate the financial feasibility of the Plan Amendments by comparing projected tax increment revenues and the costs of redevelopment projects and activities. We will also perform additional fiscal analyses as needed, including evaluating the fiscal impact of they Redevelopment Plan Amendments on affected taxing entities. Building on previous financial analysis, we will: South San Francisco Redevelopment Agency ~ Seifel Consulting Inc. Redevelopment Plan Amendments September 2010 P. 2 5 • Summarize the tune and financial limits under the Redevelopment Plan Amendments. • Refine and create computer models to project potential net tax increment revenues available for projects and activities, including the 20 percent set-aside for affordable housing and the amount of funds to be allocated to all affected taxing entities (pass through payments). • Work closely with staff to reifine assumptions, including development projections and increases in assessed value due to reassessment and inflation. • Analyze the use of tax increment revenues as the principal source of funding, compared to other potential financial sources and/or mechanisms available to the Agency to carry out the financing portion of the Agency's Redevelopment Program. • Evaluate the proposed method of financing redevelopment and its financial feasibility. Determine which of the activities can be funded given the projected tax increment revenue and other funding sources. • Perform sensitivity analysis using different definitions of the tax increment collection limit and different development, re;assessment and inflation scenarios. • Evaluate the projected costs of the Agency's redevelopment program projects and activities, analyzing the Agency's cost estimates compared with projected tax increment and other available funding sources to jiustify the additional resources made available through the Redevelopment Plan Amendments. • Prepare summaries of pass through payments and other fiscal impacts to affected taxing entities both with and without the Redevelopment Plan Amendments, along with other analyses as needed to support the Agency's consultations with affected taxing entities. • Review the Agency's existing fiscal agreements and provide technical assistance to the Agency and Agency Counsel for the Agency's consultations with affected taxing entities. Task 4: Preliminary Report Seifel will prepare the Preliminary Report, as required by the CRL 33344.5, in conjunction with the Agency. Meyers Nave will review the report for adequacy. The Report will include the reasons for the Plan Amendments; a description of existing conditions and remaining blight in the Merged Project Areas; an assessment of the financial feasibility of the Agency's Redevelopment Program including reasons for ta:K increment financing; and a description of the projects and activities proposed to alleviate blight. Seifel will use existing analyses to the extent possible as the background and framework for the Preliminary Report. a. Background and Reasons for the Redevelopment Plan Amendments Seifel will work with Agency staff and legal counsel to present background information on the Agency and the Merged Project Areas. Seifel will develop a su~runary of the Redevelopment Plan Amendments, and will articulate the reasons for amending the existing Redevelopment Plans. b. Existing Conditions Do~cumentafion and Presentation of Blight Findings According to the CRL, the Preliminary Report for plan amendment(s) that increase fiscal limits must provide evidence that some of the blighting conditions identified at the time of plan adoption still need to be alleviated, and that the Agency cannot alleviate these blighting conditions without an atnendtnent to the existing plan(s). Seifel will document physical and economic blight in accordance with the requirements of the CRL. Seifel will lead and manage the physical blight investigation and analysis with assistance from the Agency. South San Francisco Redevelopment Agency 5 Seifel Consulting Inc. Redevelopment Plan Amendments September 2010 P. 2 6 Documentation of Areas that are No Longer Blighted in the Merged Project Areas Based upon a field survey, Seifel will work with Agency staff and legal counsel to identify and map areas that are no Longer blighted in the Merged Project Areas. We will also identify areas in which redevelopment assistance is required for effective redevelopment. Specifically, we will identify those portions of the Merged Project Areas in which blight has been successfully alleviated to the extent that the arf;a does not have substantial and pervasive blight, but redevelopment assistance is still required in order to achieve effective redevelopment. These findings will be presented in a map to be included in the Preliminary Report and the Report to City Council. Documentation of Remaining Blight in the Merged Project Areas Seifel will document physical and economic blight as described below. Portions of the Merged Project Areas that are no longer b-ighted are specifically excluded from the blight documentation. Seifel will assess the type and extent of blight in the Merged Project Areas by conducting field surveys, and will review documents provided by the Agency (plans, enviromnental impact reports, studies, etc.) for relevance: to the documentation of blight. We will also review available documents prepared by others (such as building inspection or code compliance reports) for relevance. As appropriate, such documents will be compiled for incorporation into the Plan Amendment documents. We will also meet with Agency staff and others ]cnowledgeable about existing conditions in the area, suc:h as local real estate brokers and property developers. Field Survey and Analysis of Existing Conditions Using the blight definitions in existence at the time of the adoption of the Redevelopment Plans (with cross references where applicable to cun-ent CRL definitions), the consultant team, working closely with the staff and legal counsel, will identify the presence or absence of blighting conditions in the Project Area by: ° Analyzing information obtained from Agency and other sources to document physical and economic blight; ° Performing field surveys of the physical and economic conditions of the Merged Project Areas; and, ° Meeting with staff to review our findings and discuss local conditions, trends, concerns, improvement needs, and long term planning objectives in the community. Seifel does not anticipate that a Building Conditions Survey will be a necessary component of this work effort. Should it be determined one is necessary, we will prepare a separate scope and budget to perform such a survey. Photographic Documentation of Ph~ysical and Economic Blight in the Merged Project Areas Seifel will provide photographic docwnentation of physical and economic blight as appropriate throughout the Merged Project Areas and a map of the general locations of the photographs. Map Preparation The Agency will take responsibility for producing base maps, ensuring that they reflect all existing amendments to the Redevelopment Plans and are consistent with the Redevelopment Plan legal descriptions for the Downtown/Central, EI Camino Corridor, Shearwater and Gateway Project Areas. This task may involve review of the legal descriptions and base maps by City South San Francisco Redevelopment Agency ~ - w.. Seifel Consulting Inc. Redevelopment Plan Amendments September 2010 P. 2 7 Public Works and/or an outside engineering or other appropriate consultant. The Agency will provide base maps to Seifel in elec:tropic GIS format. Seifel will use the base maps provided by the Agency to prepare maps and e:Khibits, such as maps illustrating existing conditions and a photographic documentation location map, used in documents leading to the adoption of the Redevelopment Plan Amendments.. c. Redevelopment Program, Project Activities and Costs The Preliminary Report will demonstrate that the Agency's proposed projects and activities are directly related to the alleviation of blight, as required by the CRL. We will work with Agency and City staff to review capital improvement programs and all relevant plans, studies and reports. With guidance from the Agency, Seifel will prepare a list of potential actions and projects to include in the Redevelopment Program for the Merged Project Areas. To the extent feasible, the City and Agency shall provide gross cost estimates and estimates of non-Agency funding sources, expressed in constant FY 2010/11 dollars. In summary, we will work with Agency staff to determine the projects and activities to be accomplished; prepare a description of how each will alleviate blight; estimate net costs to the Agency for each project activity, including affordable housing activities; and prepare a project cost table for use in the financial feasibility analysis. d. Financial Feasibility The Preliminary Report will also describe the alternative funding resources available to the Agency to accomplish the Redevelopment Program, detail tax increment financing and present projections of the tax increment revenue that will be generated in the Merged Project Area. It will also demonstrate the need for the proposed changes to the tax increment financing limits contained in the Redevelopment Plan Amendments in order to fund the Redevelopment Program projects and activities designed to alleviate the remaining adverse physical and economic conditions in the Merged Project Areas. e. Report Organization The Preliminary Report will be organized as follows: • Chapter 1 will provide background information, an overview of the amendments, legal requirements, and the legally defensible reasons for amending the Downtown/Central, El Camino Corridor, Gateway and Shearwater Redevelopment Plans. • Chapter II will document existing conditions contributing to blight in the Merged Project Area, based on blight definitions contained in the CRL. • Chapter Ill will describe Redevelopment Program projects and activities to alleviate blighting conditions in the Merged Project Areas and estimated costs. • Chapter IV will analyze potential financial resources and/or mechanisms available to the Agency; provide tax increment projections and evaluate tax increment as the principal project funding mechanism; assess feasibility of the Plan Amendments; and explain why blight cannot be eliminated without the redevelopment assistance made possible through the Redevelopment Plan Amendments. Task 5: Report to the City Council and Report to State Departments Seifel will prepare the Report to the City Council on the Plan Amendments (Report to Council) in accordance with Section 33352 of~the CRL. The Report will incorporate the updated Preliminary Report (the first four chapters covering reasons for the Redevelopment Plan Amendments; South San Francisco Redevelopment Agency - 7 Seifel Consulting Inc. Redevelopment Plan Amendments September 2010 P. 2 8 physical and economic blight; Redevelopment Programs; and financial feasibility), additional chapters to provide analysis of they Agency's initial plans for implementation of the Project, and required procedural steps for the adoption of the Redevelopment Plan Amendments. a. Update Preliminary Report Analysis Seifel will update findings and analysis contained in the Preliminary Report in response to new or additional information requested by Meyers Nave and/or the Agency. Such updates would be made to contribute to a legally defensible, comprehensive, and accurate Report to Council. The areas most likely to be updated would include, but would not be limited to: blight findings, development forecasts, proposed projects and activities, and tax increment projections. b. Implementation Plan This scope of services assumes the Agency will prepare an update to the FY 2009/10-2013/20]4 Implementation Plan. Seifel will prepare a supplement to the Implementation Plan to reflect the Redevelopment Plan Amendments. (The updated Implementation Plan will be included as an Appendix to the Report). Seifel will advise staff in order to ensure that the Implementation Plan meets current CRL requirements, including the requirements of AB 637. The Implementation Plan must demonstrate how the Agency's proposed goals, objectives, programs,. activities, and expenditures will help to eliminate blight in the Merged Project Areas. The Implementation Plan consists of non-housing and housing components, as follows: Non-Housinq Component Seifel will advise Agency staff in preparing the following material required for adoption of the non-housing component of the hriplementation Plan: • Sununarize blighting conditions in the Project Areas and develop priorities to address these conditions. • Project available revenue for the remaining years of the Implementation Plan, including tax increment funds, program income, federal and state funds, and other financial resources. ® Based on the projected financial resources, refine the list of redevelopment activities to be accomplished over the five yf;ar period and describe how they will alleviate blight. Housinq Component Seifel will advise Agency staff in preparing the housing component (AB 315 Housing Production Plan) of the Implementation Plan, which specifically describes how the goals, objectives, projects, and expenditures will implement low and moderate income housing programs. The housing section of the plan must contain: • Estimates of deposits to the Housing Set-Aside Fund during the Implementation Plan. • Estimates of the number of units to be assisted with the Housing Fund. • Estimates of the number of units to be constructed, rehabilitated, price-restricted, assisted, removed, or destroyed by the Agency and others over the life of the Redevelopment Plans and the ten year compliance period. c. Repor# to State Depart-r~ents (§33451.5(c) Report) The Report to Council will also serve as the §33451.5(c) Report required to be sent to the State Departments of Finance (DOF) and Housing and Community Development (HCD) 45 days prior to the joint public hearing to be held on the Redevelopment PIan Amendments. South San Francisco Redevelopment Agency Redevelopment Plan Amendments Seifel Consulting Inc. September 2010 P. 2 9 d. Additional CRL Documentation Requirements Agency staff will summarize minutes from the community meeting(s), as maintained by the Agency under the requirement of CRL Section 33387, and Seifel will incorporate the summaries into the Report to Council. Seifel will document that the Agency has followed the correct procedural process and performed all required components of the Report to Council, in accordance with CRL Section 33352. e. Report Organization The Report to Council will include updated versions of the four chapters of the Preliminary Report. Additional chapters in the Report to Council will include the following: • Chapter V will discuss the lmplementation Plan requirement, and will refer to the updated Merged Project Area lmplementation Plan. • Chapter Vl describes the requirement for a plan for relocation of persons or businesses that may be displaced due to redevelopment activities. • Chapter VIl summarizes opportunities for public review of and comment on the Plan Amendment. • Chapter VIII contains, by reference, the environmental documentation prepared for the Redevelopment Plan Amendnnents. • Chapter 1X contains the analysis of the Report of the County Fiscal Officer. • Chapter X contains a summary of the consultations with affected taxing agencies. • Chapter Xl contains the Neighborhood Impact Report. Additional chapters may be included as necessary. Task 6: Meeting Attendance andl Presentations Seifel will advise staff in the development of a public outreach and community consultation program. We will prepare for and participate in up to six public meetings, including meetings of the Agency Board, City Council, Plaru~ing Commission, and community forums. Task 7: Legal and Environmental Documentation At the Agency's request, Seifel will review the documents prepared by Meyers Nave related to the Redevelopment Plan Amendment. We assume Meyers Nave will be responsible for preparing all of the legally required notices and documents, including the following: Detailed Schedule of Actions identifying: 1) legal and procedural steps, 2) action dates, 3} responsible entities, and 4) documents involved. Amended Merged Plan and other legal documents, such as resolutions, notices and miscellaneous documents necessary to accomplish the steps identified on the Schedule of Actions, as needed. Agency staff will be responsible :for all legally mandated mailings and notices. The Agency will be the lead in creating an affectecl parties list that will include the business and property owners ...__. _.w....._,...__._._.~~._...-_ _.__~ ...._~_._.___~-. ~ , . _....~ _.. ___.__....._ South San Francisco Redevelopment Agency 9 Seifel Consulting Inc. Redevelopment Plan Amendments September 2010 P. 3 0 within the Project Area boundaries. We assume Meyers Nave will also verify that all the affected parties are properly identified for notification. Seifel will provide guidance as needed. We understand that environmentaa documentation under the CEQA, as needed, will be performed separately. The Agency will be responsible for preparing all of the legally required notices and documents required for the environmental documentation process. Seifel will provide input regarding the content of these documents based on data and analysis obtained during the Redevelopment Plan Amendment process. Seifel will review any environmental documentation prepared by the Agency's environmental consultant. Task 8: Additional Advisory Sen~ices In addition to the preparation of documents required in the plan amendment process, the consulting team will provide Agency staff with advisory services on an as needed basis, up to a proposed budget limit of $40,000. This limit could be augmented if needed. Such services may include, but may not be limited to: • Prepare staff reports. • Collect data or prepare base ~r~aps, if Agency staff is unable to provide necessary data or base maps. • Attend additional public meetings and hearings for information presentation purposes or community outreach efforts. These may include Agency, City Council, or Planning Agency meetings, co~mnunity forums, and consultations with affected taxing agencies. • Prepare fiscal/financial analyses beyond what is required for consultations with the affected taxing entities or for preparinl? the Preliminary Report and the Report to Council. • Prepare additional technical analyses for the Report to Council. (The basic scope and budget assumes that the technical analysis prepared for the Preliminary Report does not need to be substantially updated.) • Prepare responses to written comments received at the joint public hearing. • Prepare additional drafts of the Preliminary Report or Report to the City Council (see Deliverables, below), or redraft documents after Agency staff and legal counsel approval of the final draft. • Assist Agency staff in preparing responses for City Council consideration regarding any input received from DOF and HCD pursuant to CRL Section 33451.5(e). • Provide other advice and assistance regarding the plan amendment process and activities as necessary. • Assist and advise the Agency on various aspects of its redevelopment activities. D. Deliverables Two (2) drafts and one (1) final report will be provided for each of the following documents: • Preliminary Report • Repo--t to Council Specifically, Seifel will provide tl.~ree types of work products: • Administrative draft for circulation to Agency Counsel and staff South San Francisco Redevelopment Agency ~ ~ Seifel Consulting Inc. Redevelopment Plan Amendments September 2010 P.31 • Final draft • Final report The administrative draft and final draft will be prepared for use by staff, redevelopment legal counsel and other interested parties. The administrative and final drafts will be provided in electronic format (PDF). The final document will be provided in electronic format (PDF), and as one (1) unbound original for reproduction. We will prepare documents for 8 % by 1 l paper printed on one side. Preparation of more than one draft of the documents described above, or redrafting of documents after Agency staff and legal counsel approval of the final document, will be billed as additional services. We understand that we need to incorporate periodic reviews by staff and legal counsel. While incorporating staff and legal counsel review of the Preliminary Report and the Report to Council, we reserve the right of final review of these documents. Seifel cannot be held responsible for documents that are altered subsequent to delivery of the final report. Document Preparation Schedule The overall schedule for the Redevelopment Plan Amendments will be determined upon discussion with City staff, and will incorporate due dates for drafts and final documents. Seifel's document preparation is dependent on timely responses to requests for information and meetings from City staff. Fifteen (15) working days before a deliverable report is due, Seifel will need to receive all information required for inclusion in the report in order to complete the draft report as scheduled. The Agency's Project Manager will need ten (l0) working days between receipt of the administrative draft and final draft and the provision of comments to Seifel. Seifel will need ten (]0) working days between receipt of the comments on the administrative draft and final draft, and provision of the final draft and final report to the Agency's Project Manager. As the deliverable reports (the Prc:lirninary Report and the Report to Council) are legal documents, the administrative draft of each will need to be reviewed by Meyers Nave before we can release the final draft or final report. Seifel will send the administrative draft to Meyers Nave for comment, and will need the Meyers Nave comments ten (10) working days before the final draft is completed. E. Role of Agency Staff Seifel will work closely with Agency staff, who will assume the following responsibilities: • Timely provision of all available reports, documents, studies, plans, and other information relevant to the documentation. of existing conditions and the expeditious conduct of the plan amendment process. • Provision of the best available aerial photographs and zoning, land use, and GIS maps. South San Francisco Redevelopment Agency ~ ~ Seifel Consulting Inc. Redevelopment Plan Amendments September 2010 P. 3 2 • Delivery in timely manner of historical five-year and current assessed values, retai] sales tax, transient occupancy (hotel) tax, and property tax information in support of economic blight documentation and the projection of future tax increment revenues. • Provision of available crime statistics. • Provision of other information as needed to document blight, such as infrastructure and public improvement deficiencies, traffic issues and documentation of the need for redevelopment. • Coordination with Agency staff and various City departments on the provision of relevant data described above. • Schedule and conduct staff team meetings with Seifel, including kick-off meeting, regular team meetings, and conference calls. • Schedule and conduct meetings to ensure community participation in the plan amendment process at a level consistent with the requirements of the CRL. Seifel will rely on the Agency to identify and assemble stakeholders and facilitate meetings and workshops in the Project Areas' neighborhoods. The City will also prepare a smmnary of meetings and consultations with the cormmunity for incorporation into the Report to Council. • Responsibility for mailing a:nd notifications as needed to property owners, businesses and residents, including related mailing costs. • Identification and notification of all affected taxing agencies. • Preparation of summary of consultations with taxing agencies for incorporation into the Report to Council. • Timely response to inquiries from Seifel. • Coordination of review and edits of deliverables with City staff and consolidation of edits into one document for delivery to Seifel. Fo Schedule ®f Plan Amendments The schedule of the Redevelopment Plan Amendments is to be determined upon discussion with Agency staff. The Preliminary Report and Report to Council will be prepared at suitable dates to meet an anticipated adoption in October 201 l . We are able to begin as soon as the contract is signed, based on our anticipated workload. Table 1 below includes a proposed summary schedule. This schedule is dependent on timely responses to requests for information and meetings from City staff. South San Francisco Redevelopment Agency ~ ~ Seifel Consulting Inc. Redevelopment Plan Amendments September 2010 P. 3 3 V N C U O ~ r N y c ~ m E aci v rn ~ c d .. E ~ a E m c o_ m v a -api t C y r ~ y ~ m rn E m ~ ~ n ~ v 1v N O O ~' ~+ m v O ] y O_ ~ V ~ ~ C D- ~ A n O lL V C tq A U ~ C t N IC +-~ i 3 LL O C N A w 0 `c X v d, E evi u` ~ c Y 3` 13 P. 3 4 u ~ c C ~ N C ~ a c aEi o n U m m N a V C d a c d y n `c o ~ > v N C a> ~ Q o c u ~ ~a c 'c m ~ ~+- E c n m o rn m L ~ a~ ~~ II.Budget and Compensation A. Budget Based on this scope of services, Seifel has prepared a proposed budget by task and wil] bill on a time and materials basis each month by task. The total "not to exceed" amount of compensation for the services covered by this agreement will not exceed $297,800. A budget allocation for potential additional services is proposed within this scope of work. Additional budget details are shown below. Table 2 Proposed Budget Task Descriptions I. Project Coordination and Management i $34,800 2. Consultation with Taxing Entities $18,900 3. Financial and Fiscal Impact Analysis $59,700 4 Preliminary Report $61,900 5. Report to Council and Report to State Departments $44,500 6. Public Meetin€; Attendance $21,500 7. Le al and Environmental Documentation $10,700 Subtotal -Labor $252,000 8. Additional Advisor Services $40,000 Subtotal -Labor and Additional Advisory Services $292,000 Expenses (estimated at 2°io of labor and additional advisor services) $5,800 TOTAL X297,800 Table 3 2010 Hourly Billing Rates Elizabeth Seifel, President _ $250 Senior Mana in Consultant $195 Managing Consultant $175 Senior Consultant $145 Consultant $125 Analyst $115 Research Assistant $ ] OS Document Processin /Gra hics $75 South San^Francisco Redevelopment Agency ~ 4 Seifel Consulting Inc. Redevelopment Plan Amendments September 2010 P. 3 5 B. Compensation Expenses (Materials) Seifel bills expenses as follows: • In order to lessen time consuming paperwork and processing costs, a two percent (2%) overhead charge will be added to each invoice to cover a portion of reimbursable expenses, including phone charges, in-House photocopying/printing, delivery charges and miscellaneous other charges under $25. Other costs as itemized below, which differ significantly by client, will continue to be billed separately. • Photocopying/report reproduction charges with a combined total exceeding $25 per month will be billed at l 0 cents per lblack & white single-sided letter page (20 cents for a ledger-sized page) and one dollar per color single-sided letter page (two dollars for a ledger-sized page), except four bulk reproduction of reports, which is charged on a direct reimbursable basis. • Delivery service charges above $25 per month will be billed at cost. • Travel costs will be billed on a direct reimbursable basis. Automobile mileage charges will be billed based on the Internal Revenue Service Optional Standard Mileage Rate. Other travel and per diem expenses, including airfare, automobile rental and hotel (if necessary) are charged at actual cost. Subcontractor Management This scope of work does not anticipate the use of subcontractors. Upon client approval, where Seifel is managing subcontractor(s), acontract administrative charge of 10 percent will be applied to all subcontractor invoices. Project Delays While Seifel attempts to provide staffing arrangements for projects based on cun-ent conditions, projects that are put on hold by the Client may require an adjustment of team members based upon the date the project resumes. In accordance with that date, additional hours will be required to familiarize and educate team members and will be billed as additional services. Further, if the Client's key staff member(s) originally assigned to the project are no longer able to work on the project in the future, the budget nnay need to be revised to reflect training and education of new staff assigned to this project. if the client puts the project on hold for a term of six (6) months or more, the contractual fee arrangement may be adjusted to reflect the factors noted above. Payment Terms Seifel will invoice the Client on a monthly basis for al] hourly services performed and all reimbursable expenses incurred by the Consultant team during the preceding month. Invoices are due and payable by Client within thirty (30) days of invoice date. Invoices not paid by Client within thirty (30) days of invoice date shall commence bearing interest on the 31st day after invoice date at the rate of ten percent (] 0%) per annum until they are paid in full. South San Francisco Redevelopment Agency ~ 5 Seifel Consulting Inc. Redevelopment Plan Amendments September 2010 P. 3 6 Delinquent PaymentlWork Stoppage If at any tune Client is more than thirty (30) days delinquent with respect to an undisputed invoice, Seifel reserves the right 'to stop performing services under this agreement without any liability whatsoever to Client for damages of any kind client may incur in connection with Seifel's work stoppage. Good Faith Disputes In the event of any good faith dispute with regard to any portion of any Seifel invoice, the undisputed portion shall be paid as provided herein. Upon resolution of the disputed portion, any amounts paid to Seifel shall be paid with interest at the rate set forth above, accruing from the 31st day after the invoice date- Client must address any disputes concerning Seifel's invoices in writing to Seifel within thirty (30} days of the invoice date. The: absence of any such inquiries within the thirty (30) day period shall be deemed an unequivocal acceptance of Seifel's services and an agreement with Seifel's charges for all such services (time and materials). South San Francisco Redevelopment Agency ~ E Seifel Consulting Inc. Redevelopment Plan Amendments September 2010 P. 3 7 Redevelopment Agency Staff Report RDA AGENDA ITEM # S DATE: September 8, 2010 TO: Redevelopment Agency Board FROM: Marty Van Duyn, Assistant Executive Director SUBJECT: A RESOLUTION AUTHORIZING THE EXPENDITURE OF TAX INCREMENT FUNDS FOR THE 356 GRAND AVENUE ABATEMENT AND BUILDING DEMOLITION PROJECT, ADOPTING FINDINGS REQUIRED BY HI,A.LTH AND SAFETY CODE SECTION 33445, AND AUTHORIZING AWARD OF CONTRACT FOR THE PROJECT TO SILVERADO CONTRACTORS, INC. IN AN AMOUNT NOT TO EXCEED $94,700 RECOMMENDATION It is recommended that the Agency Board adopt the attached Resolution authorizing the expenditure of tax increment funds for the 356 Grand Avenue Abatement and Building Demolition Project (Project No.620-519999-pf1004), and adopting findings required by Health and Safety Code Section 33445, and authorizing award of contract for the project to Silverado Contractors, Inc. in an amount not to exceed $94,700. BACKGROUND/DISCUSSION The Redevelopment Agency (Agency) acquired the property located at 356 Grand Avenue on March 2, 2010. The site was previously an Asian Market that had been vacant. Since acquisition of the property, the Agency has sold much of the equipment left by the prior owner and many of the refrigeration units to local merchants. Awalk-in freezer was donated to the San Mateo County Food Bank. Additionally, testing for toxic materials was conducted which found the presence of toxics in the building. An abatement proposal was received from Tec Accutite but staff decided it would be more cost eff~ctive and efficient to undertake the abatement and the demolition of the building simultaneously under the direction of one general contractor. Timing is of the essence given that the new Miller Avenue Garage will be open the first of the year. The plan for the property is to demolish the building to create a new pedestrian walkway from the elevator tower of the garage, across Fourth Lane, providing direct access to Grand Avenue. The demolition bid includes plans to backfill the site to provide a code compliant. disabled- accessible slope in preparation for installation of new pavers and landscaping for the walkway. The difference in height from Grand Avenue to Fourth Lane is approximately five (5) feet; therefore, backfilling is critical to keep the Lane and adjacent parking lot from caving in once the building is demolished. The width of the property is fifty (50) feet; however, only twenty (20) feet will be used for the new pedestrian walkway. The remainder of the site will be closed off for Staff Report Subject: 356 Grand Avenue Abatement and Building Demolition Page 2 potential future development that could provide access to the walkway from the new building. At this time, the potential development area will be closed off and secured until such time as plans and financing are available for a new building at that location. On July 28 and August 4 of 20l 0, staff sent notices to the building exchanges and advertised a "Notice Inviting Sealed Bids" in the San Mateo Times for the Abatement and Demolition Project. On August l 9, staff conducted apre-bid site inspection which six (6) contractors attended. On August 24' staff received and opened bids from seven (7) contractors. One contractor was disqualified for failure to provide the required bid bond. The lowest responsible bidder was Silverado Contractors, Inc. of Oakland, California. Below is a summary of all base bids received: Engineer's Estimate $ 100,000 to $110,000 Bids Bid Dollar Amount Silverado Contactors, Inc., Oakland Ca $ 94,700 Interstate Grading & Paving, South San Francisco $118,500 Evans Brothers Inc., Livermore CA $119,470 Jos .i Albanese. Inc. Santa Clara, CA $126,446 Professional Services Corp. San Carlos, CA $139,192* Ferma Corporation, Mountain View, CA $151,090 D.L. Falk Construction Inc., Hayward CA $159,001 *The bid from Professional Services Corporation was disqualified because they did not submit the required bond. Staff has verified Silverado Contractors license and their experience on similar types of construction to be satisfactory. Silverado Contractors successfully handled the demolition of the concrete structure of the Bay Bridge last year. Staff has conducted inter-departmental meetings to address all potential impacts of the construction and to coordinate with the construction of the garage to secure power lines for the walkway. Improvements to Fourth Lane will be required to provide an interface between the new walkway, the Miller Avenue Garage and to Grand Avenue. Funds have been set aside in the Redevelopment Agency operating budget to undertake architectural and engineering analysis and physical improvements as may be needed during the construction of the pedestrian walkway. FUNDING Funds for this endeavor have been anticipated and are currently available in the Capital Improvement Program Budget therefore a budget amendment is not required. Additionally. blanket purchase orders have been established for design, survey and other special services that may be needed to create a seamless, safe and pedestrian friendly environment from the Garage. across the Lane and down to Grand Avenue. The production of timely design concepts and engineering surveys have been key to meeting the time frame of the Garage construction in order Staff Report Subject: 356 Grand Avenue Abatement and Building Demolition Page 3 to have the walkway in place by the first of the year. The new walkway will require installation of pavers, some landscaping and lighting.. No furniture will be installed, at this time, but may be available in the future once use patterns have been established. CONCLUSION This Abatement and Building Demolition Project is consistent with the Redevelopment Five Year ]mplementation Plan adopted by the Agency for the Project Area. The abatement, demolition of the building, and creation of the proposed pedestrian plaza at this location will eliminate blight and will be of benefit to the Project Area. The Project will improve the appearance of the Area, improve access to Project Area businesses and support economic development. No other reasonable means of abating and demolishing the structure and undertaking the proposed pedestrian improvements is available to the community. Both the Redevelopment Agency and the City Council must make findings consistent with Health and Safety Code Section 33445, and each has a respective Resolution for their approval on the agenda. It is recommended that the Agency Board adopt the attached Resolution authorizing the expenditure of tax increment funds for the 356 Grand Avenue Abatement and Building Demolition Project (Project No. 620-99999-pfl 004), and adopting findings required by Health and Safety Code Section 33445, and authorizing award of contract for the project to Silverado Contractors, Inc. in an amount not to exceed $94,700. By. ~~~2ti~w (,~.-~~- Marty Van Duyn Assistant Executive Director BMN:MVD:NF Attachment: Resolution Approved: '- y M. Nage Executive Director Agreement for Public Improvements-356 Grand Avenue RESOLUTION NO. REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO. STATE OF CALIFORNIA A RESOLUTION AUTHORIZING THE EXPENDITURE OF TAX INCREMENT FUNDS FOR THE 356 GRAND AVENUE ABATEMENT AND BUILDING DEMOLITION PROJECT, ADOPTING FINDINGS REQUIRED BY HEALTH AND SAFETY CODE SECTION 33445, AND AUTHORIZING AWARD OF A CONTRACT FOR THE PROJECT TO SILVERADO CONTRACTORS, INC. IN AN AMOUTIT NOT TO EXCEED $14,700 W}IEREAS. the Redevelopment Agency of the City of South San Francisco (the "Agency") has acquired the property located within the Downtow»JCentral Redevelopment Project Area (tl~e "Project Area"} at 356 Grand Avenue (the "Pro}~erty"); WHEREAS; the Agency inte~~ds to abate hazardous materials.. demolish the building located on the Property. and backfill the site in order to provide a code compliant. disabled- accessible slope in preparation for installation of new pavers and landscaping for a new pedestrian walkway that will connect the elevator tower of the Miller Avenue garage. cross Fourth Lane, and provide direct access to Grand Avenue (Project No. 620-99999-pf1004 and hereafler_ the "Project"); WHEREAS. on .lulu 28. 2010 and August 4; 2010_. Agency staff sent notices to the. building. e~xchanges~ and advertised a "Notice Im~iting Sealed Bids" in the San Mateo Tin-~es for the Project, and on August l9. 2010. Agency staff conducted apse-bid site inspection that «~as attended by six (6) conlractors~ WHEREAS. on August 24. 2010. Agency staff received and opened bids from seven (7) contractors. and the lowest responsible bidder was Silve~rado Contractors. Inc. of Oakland. California: WHEREAS, Hea]ih and Safety Code Section 33445 provides that a redevelopment agency may, with the consent of the legislative body; pay for all or a portion of the cost of the land for and cost of construction of any building, facility. structure, or other improvements that are publicly owned and located within or contiguous to the redevelopment project area if the legislative body determines all of the following: a. The buildings; facilities. structures- or other improvements are of benefit to the project area by helping to eliminate blight ~~~ithin the project area or providing housing for low- or moderate-income persons:. b. No other reasonable means of financing the acquisition of the land and installation or construction of the buildings, facilities, siructw-es, or other improvements is available to the community; and 1507220.1 ] c. The payment of funds for the acquisition of land and the cost of buildings; facilities, structures, or other improvements is consistent with the Five Year ]mplementation Plan adopted by the Agency pursuant to Section 33490; WHEREAS, the proposed expenditure of tax increment funds for the Project will enable the Agency to demolish a blighted structure and proceed with the development of a pedestrian plaza that will improve the appearance of the area sw-rounding the Project, provide an important public amenity, and assist in the attraction and retention of businesses in the Project Area by providing for public uses that will attract patrons and thereby increase economic activity and encourage private investment in the Project Area; WHEREAS, the expenditure of tax increment funds for the Project will be of benefit to the Project Area by eliminating blight and by promoting economic development. WI~IEREAS, the expenditure of tax increment funds for the Project is consistent with the hnplementation Plan adopted by the .Agency pw-suant to I-Iealih and Safety Code Section 33490; in that the Project will further the goals and objectives of the Redevelopment Plan. improve the appearance of the Project Area; improve access to Project Area businesses; and support economic development; and WHEREAS, the Project will not generate cash flow to the City of South San Francisco (the "City") or Agency, and therefore cannot support debt service:. the City has no uru-estricted general fund revenue available for the Project without a reduction in vital community services: and the City does not have and cannot reasonably obtain revenue available for such purposes; and therefore no other reasonable means of financing the Project exists. NOW.. `THEREFORE, F3E lT RESOLVED by the Redevelopment Agency of the City of South San Francisco that it hereby: 1. Finds based upon the foregoing recitals and the evidence set forth in the staff report accompanying this Resolution, that: (i) the expenditure of tax increment funds for the Project will be of benefit to the Project Area by helping to eliminate blight within the Project Area. (ii) no other reasonable means of financing the Project is reasonably available, and (iii) comp]etion of the Project is consistent with the implementation Plan adopted for the Project Area. 2. Approves the expenditure of tax increment funds in the amount of Ninety-Four Thousand Seven Hundred Dollars ($94.700) for the Project. 3. Authorizes the Executive Director to execute a construction contract with Silverado Contractors. lne. for the Project in the amount of Ninety-Four Thousand Seven Hundred Dollars ($94,700). 4. Authorizes the Executive Director to undertake such other actions and to execute such other instrwnents as may be necessary or desirable in order to carry out the intent of this Resolution. t so~22o. t ~P. 2 1 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 _ , 20] 0 by the follov`~ing vole: AYES: NOES: ABSTAIN: ABSENT: ATTEST: Agency Secretary P. 3 150%220.1 S /~ ~ ~ ~ Y'• n ~ c~LIFOR~1~ o CITY OF SOUTH SAN FRANCISCO ENGINEERING DIVISION PART II (UPDATED IANUARY ?009) PROJECT NAME: 356 GRAND AVENUE ABATEMENT AND BUILDING DEMOLITION PROJECT CONTRACTORS NAME: SI~,VERADO CONTPACTORS, INC. I3It~ I°~UI't'IBER: 2509 AGREEMEN7C FOR PUBLIC IMPROVEMENTS GENERAL PROVISIONS 315 MAPLE AVENUE SOUTH SAN FRANCISCO, CALIFORNIA 94050 (650) 529-6652 ,fannar~~ 2QQ9 P. 5 FORM OF AGREEI`~iENT FOR PUBLIC IMPROVEMENTS TABLE OF CONTENTS Pale No. 1. Scope of Work ~,- I 2. The Contract Documents A-I 3. Equipment -Performance oI Work A-2 4. Contract Price ~-2 S. "lime for Performance A-2 6. Rights of Agency to Increase Working Days A-2 7. Option of Agency to Terminate Agreement in A-2 Event of Failure to Complete Work 8. Termination of Contract fvr Convenience A-3 9. Liquidated Damages A-S 10. Performance by Sureties A-S 1 l . Care of the Work A-S 12. Payments to Contractor A-S 13. Contract Security A-6 14. Mold-Harmless Agreement and Contractor's Insurance A-7 IS. Insurance A-7 16. Proof of Carriage of Insurance A-8 17. Emergency -Additional Time for Performance A-8 Procurement of Materials 18. Provisions Cumulative A-9 19. Notices A-9 20. Interpretation A-I 0 Attachment A -Escrow Agreement for ~'~ecurity Deposits in Lieu of Retention P. 6 FORM OF AGREEMENT FOR PUBLIC IMPROVEMENTS THIS AGREEMENT made and entered into this i3ih, day of September; 2010 between the REDEVELOPMENT AGENCY BOARD of the C17-Y OF SOUTH SAN FItANClSCO; a municipal corporation and political subdivision of the State of Cal;'fornia; hereinafter called "AGENCY" and Silverado Contractors, lnc-, hereinafter called "CONTRACTOR"~. WITNESSETH: WHEREAS; Agency has taken appropriate proceedings to authorize construction of the public work and improvements herein provided and execution of this contract. WHEREAS, a notice was duly published for bids for the contract fnr the improvements hereinafter described. WHEREAS; on September 8, 2010 notice duly givet~_ the Redevelopment Agency of said City awarded the coni-act for cite constructi~o~~ of tl7e i~~~provemenis hereinafter described to the Co; tractor; which Contractor said Agency fow~d to ~be the lo~~~est responsible bidder for said improvements. WHEREAS.. Agency and Contractor desire to enter into this agreement for the construction of said improvements pursuant to the tenors; definitions and conditions set forth i~~ the General Provisions and ocher Contract Documents. 1T 1S AGREED as follows: Scope of Work. Contractor shall perform the Work described briefly as follows: The Work consists of the furnishing of all labor. ;materials. tools. equipn;ent_ and services ~Eecessary for the cogs±ruction of the 356 GRAND AVENUE ABATEME~'T AND PUILDIIVG D~EMOLITIQN PRQJECT, PROJECT NO. (20-49999-pf1004. PID NO. ?504. in accordance wiil~ the contract documents. Also included are any such other items or details not mentioned above that are required by the Contract Documents_ which are to be constructed or furnished and installed as shown of7 the plans; as specified herein and as directed by the Engineer. The aforementioned improvements are further described in the "Contract Documents" hereinafter referred to. 2. The Contract Docwner.~ts. The complete contract consists of the following documents: This Agreement; Notice inviting Bids; the Accepted Bid; the complete plans. profiles. detailed dra~~~ings; Standard Plans and Specifications; including Standard Specifications. General Provisions. Special Provisions and Technical Provisions: Faithful Performance Bond: Payment Bond: Bid Schedule and Wage Scale. All rights and obligations of Agency and Contractor are fully set forth and described in the contract documents. ~7~he teen "Contractor" as used herein is employed ~~~ithout distinction as to either number or gender and shall include whenever the context shall pem~ii all agents; representatives; employees.. servants, subcontractors and business or social invitees. Page A - l of ] 0 P. 7 All of the above named documents are intended to cooperate, so that any work called for in one and not mentioned in the other. or vice versa, is to be executed the same as if mentioned in all said documents. The documents comprising the complete contract will hereinafter be referred to as "the Contract Documents.'' 3. Equipment - Performance of Work. Contractor shall furnish all tools, equipment; apparatus; facilities, labor and materials necessary to perform and complete in a good and workmanlike manner the Work of general construction as called for, and for the manner designated in, and in strict conformity with; the plans and specifications for said Work entitled: 356 GRAND AVENUE ABATEMENT AND BUILDING DEMOLITION PROJECT PROTECT NO. 620-99999-PF1004 BID NO. 2509 The equipment, apparatus, facilities, labor and materials shall be furnished and said ~~'ork performed and completed as required in said plans and specifications under the direction ai;d supervision and subject to the approval of the Engineer of said City or the Engineer's designated assistant. 4. Contract Price. Agenc}~ shall pay, and Contractor shall accept; in full payment for the Work agreed to be done the sum of Niniety Four Thousand Seven Hundred Dollars ($94,700.00). Said price is determined by the lump sum price contained in Contractor's bid. The lwmp sum price and unit prices are set forth in the completed >=tid forms attached hereto and made a part hereof as if set forth herein verbatim. In the event work is performed or materials furnished in addition to those set forth in Contractor's bid and the specifications herein, such work and materials will be paid for at the unit prices therein contained. Said amount shall be paid in installments as hereinafter provided. 5. Time for Performance. The Contractor shall complete the Work called for under the contract in all parts and requirements within such number of working days as defined in the Special Provisions. "fhe Engineer shall furnish the Contractor a monthly statement showing the number of working days charged to the contract for the preceding month; the number of working days specified for the completion of the contraeL and the number of working days remaining to complete the contract. 6. Rights of City to Increase Working Days. ]f such Work is not completed within the time specified, the Engineer shall have the right to increase the number of working days in the amount it may determine will best serve the interest of the Agency. if it desires to increase said number of working days, i1 shall have the further right to charge to Contractor and deduct from the final payment for the Work the actual cost of engineering, inspection, s~~uperintendence; and other overhead expenses which are directly chargeable to Contractor and which accrue during the period of such extension, except that the cost of the final service and preparation of the final estimates shall not be included in such charges, provided; however, that no extension of time for the completion of such Work shall be allowed unless at least twenty (20) days prior to the time herein fixed for the completion thereof or the time fixed by the Engineer for such completion as extended; Contractor shall have filed application for extension thereof. in writing with the Engineer. 7. Option of Agency to Terminate Agreement in Event of Failure to Complete Work. if Contractor shall have refused or failed to prosecute the Work or any severable part thereof; with such diligence as will insure its work, or any completion within the time specified, or any extensions thereof. or shall have failed to complete said work within such time; or if Contractor should be adjudged a bankrupt, or if Contractor should make a general assignment for the benefit of Contractor's creditors_ or if a receiver should be appointed in the event of Contractor's insolvency; or if Contractor, or any Subcontractor; should violate an_y of the provisions of this Agreement, the Engineer may give written PageA-2of10 P. 8 notice to Contractor, and Contractor's sureties of its intention to terminate this Agreement. such notice to contain the reasons for such intention to terminate this Agreement, and unless within five (5) days after tine serving of such notice, such violation shall cease and satisfactory arrangements for the correction thereof be made, this Agreement may, at the option of Agency, upon expiration of said tune, cease and terminate. 8. Termination of Contract for Convenience. The Agency also reserves the right to terminate the contract at any time upon a determination by the Engineer in the Engineer's sole discretion that termination of the conU-act is in the best interest of the Agency. ]f the Agency elects to terminate the contract for convenience, the termination of the contract and the total compensation payable to the Contractor shall be governed b_y the fo111owing: (A) The .Agency will issue the Contractor a written notice signed by the Engineer. specifyi~~g that the contract is terminated. Upon receipt of said written notice, the Contractor will be relieved of further responsibility for damage to the Work (excluding materials) as specified in Section 7- 1.16, "Contractor's Responsibility for 11ie Work and Materials," of the Standard Specifications and. except as otherwise directed in ~~,~ritir,g by the Engineer, the Cnntractor shall: (1) Stop all work tinder the contract except that specifically directed to be completed prior to acceptance. (2) Perform work the Engineer deems necessary to secure the project for termination. (3) Remove equipment andl plant from the site of the Work. (4) Take such action as is necessary to protect materials from damage. (5) Notify al] subcontractors and suppliers that the contract is being terminated and that their contracts or orders are not to be further performed unless otherwise authorized in writing by the Engineer. (6) Provide the Engi~~eer ~~~ith an inventory list of all materials previously produced. purchased or ordered from suppliers for use in the Work and not yet used in the ~Uork. i~~cluding its storage location, and such other information as the Engineer may request. (7) Dispose of materials not yet used in the Work as directed by the Engineer. ;t shall be the Contractor's responsibility to provide the Agency with good title to all materials purchased by tl~e Agency hereunder. including n-iaterials for which partial payment has been made as provided in Section 9-1.06; "Partial Pa_yments." of the Standard Specifications and ~~~ith bills of sale or other documents of title for such materials. (8) Subject to the prior written approval of the Engineer, settle all outstanding liabilities and all claims arising out of subcontracts or orders for materials terminated hereunder. To the extent directed by the Engineer; the Contractor shall assign to the Agency all the right, Title and interest of the Contractor under subcontracts or orders for materials terminated hereunder. (9) Furnish the Engineer ~~~ith the documentation required to be furnished by the Contractor under the provisions of the conUact including; on projects as to which Federal and State funds are involved. all documentation required under the Federal and State requirements included in the contract. (10) Take such other actions as the Engineer may direct. (B) Acceptance of the contract as hereinafter specified shall not relieve the Contractor of responsibility for damage to materials. The Contractor shall continue to be responsible for damage to materials after issuance of the Notice of Termination, except as Follows: (J) The Contractors respo~~~sibility for damage to materials for ~~~hich pailial payment has been made as provided in Section 9-1.06; "Pa~lial Payments," of the Standard Specifications and for materials furnished by the Agency for use in the ~~l~ork and unused shall terminate when the Page A - 3 of l 0 P. 9 Engineer certifies that such materials have been stored in the manner and at the )ocations the Engineer has directed. (2) The Contractor`s responsibility for damage to materials purchased by the ,Agency subsequent to the is seance of the notice that the contract is to be terminated shalt terminate when title and delivery of such materials has been taken by the Agency. (3) When the Engineer determines that the Contractor has completed the Work under the contract directed to be completed prior to termination and such other work as may have been ordered to secure the project four tenmination_ the Contractor will recommend that the Engineer formally accept the contract to the extent performed, and immediately upcn and after such acceptance by the Engineer, the Contractor will not be required to perform any further Work thereon and shall be relieved of the Contractor's contractual responsibilities for injury to persons or property which occurs after the formal acceptance of the project by the Engineer. (C) Termination of the contract shall not relieve the surety of its obligation for any just claims arising out of the work performed. (D) The total compensation to be paid to the Contractor shall be determined by the Engineer on the basis of the following: (l) The reasonable cost to the Contractor. ~yithout profit, for all work performed under the contract, including mobilization, demobilization and work done to secure the project for termination. In determining the reasonable cost; deductions will be made for the cost of materials to be retained by the Contractor, amounts realized by the sale of materials; and for other appropriate credits against the cost of the work. When, in the opinion of the Engineer, the cost of a contract item of work is excessively high due to costs incurred to remedy or replace defective or rejected work; the reasonable cost to be allowed will be the estimated reasonable cost of performing such work in compliance with the requirements of the plans and specifications and the excessive actual cost shall be disallowed. (2) A reasonable allowance for profit on the cost of the work performed as determined under Subsection (1), provided the Contractor establishes to the satisfaction of the Engineer that it is reasonably probable that the Contractor would have made a profit had the contract been completed and provided Further__ that the profit allowed shall in no event exceed four (4) percent of said cost. (3) `The reasonable cost to the Contractor of handing material returned to the vendor; delivered to the Agency or otherwise disposed of as directed by the Engineer. (4) A reasonable allowance for the Contractor's administrative costs in determining the amount payable due to tenmination of the contract. (5) A reasonable credit to the Agency for defective or incomplete work not corrected. All records of the Contractor and subcontractors necessary to determine compensation in accordance with the provisions of this Section 8 shall be open to inspection or audit by representatives of the Agency at all times after issuance of the Notice of Termination and for a period of three (3) years, thereafter, and such records shall be retained for that period. After acceptance of the Work by the Engineer; the Engineer may make payments on the basis of interim estimates pending issuance of the Final Estimate in accordance with Section 9-1.07B, "Final Payment and Claims," of the Standard Specifications when; in the Engineer's opinion; the amount thus paid; together with all amounts previously paid or allowed. will not result in total compensation in excess of that to which the Contractor will be entitled. All payments, including payment upon the Final Estimate shall be subject to deduction for prior payments and amounts; if any; to be kept or retained under the provisions of the contract. PageA-4of10 P.10 ~f this contract is terminated by the Agency for cause, and it is later determined that the proper basis for a termination for cause did not exist, the termination shall be deemed to have been a termination for convenience and governed by the tenors of this contract dealing with such termination. if the contract is terminated by the Agency for cause or convenience; such termination shall neither act as a waiver by the Agency of its right to require t1~e Contractor to correct defects in the \~~ork performed by the Contractor nor void any warranties applicable to the Work performed under the contract. The provisions of this Section f3 shall be included in al) subcontracts. h~ the event of conflict between the termination provisions of this Section 3 and any other provision or the contract. this Section 8 shall prevail. 9. Li uiq datecJ Dama es. if the overall deadline for project completion and/or any of the milestone deadlines are not met and/or particular contract requirements are not met, damages will be sustained by the Agency. and it is and will be impracticable and extremely difficult to asce~lain and determine the actual damage which the Agency ~~,~ill sustain. As such the Contract will be subject Io the liquidated damages named in the Special Provisions or $500 per calendar day; whichever is greater, and should the Contractor fail to meet any milestone deadline or overall project deadline or fail to meet particular contract requirements as named in the general provisions. 0. Performance }y Sureties. ]n the event of any termination as herein before provided; Agency shall immediately give written notice thereof to Contractor and Contractor's sureties and the sureties shall have the ri~~ht to take over and perform the Agreement, provided; however, that if the sureties. within five (5) days after giving them said notice of termination, do not give the Agency written notice of t}~eir intentio~~ to take over the performance of the Agreement and do not commence performance thereof within live (5) days after notice to the Agency of such election, Agency rma-y take over the ~~1ork and prosecute the same to completion by eontract or b}~ any other method it may deem advisable. fcr the account. and at the expense, of Contractor. and the sureties shall be liable to /`,gency for any excess cost or damages occasioned Agency ihereb_y; and.. in such event, Agency may, without liability for so doing.. take possession of and utilize in completing the Work such materials, appliances, plant and other property belonging to Contractor as ma_y be on the site of the Work and necessary therefore. S17ould Contractor contract in an individual rapacity, the surety bond shall contain the foliowitig provisioTi: "Should Contractor contract in the Contractor's individual capacity, the death of the Contractor shall not relieve the sw-et)~ of its obligations." 1 l . Care of the Work. Contractor has examined the site of the Work and is familiar ~~~ith its topography and condition, location of property lines; easements; building lines and other physical factors, and limitations affecting the performance of this Agreement. Contractor, at Contractor's expense. shall obtain any permission necessary for any operations conducted off the property o~~med or controlled by Agency. Contractor shall be responsible for the proper care and protection of all materials delivered and work performed until completion and final acceptance. 12. Payments to Contractor. (A) Monthly Progress Payments. On or before the tenth day of each and every month during the progress of the Work following the Notice to Proceed_ Contractor shall submit to the City Engineer a complete itemized statement of all labor and materials incorporated into the improvement dm~ing the preceding month and the portion of the contract sum applicable thereto. On approval in writing of said statement by the Engineer, the payment request shall be submitted to the Agency for approval and PageA-5of10 P.11 within ten (] 0) days after approval thereof by the Agency, Agency shall pay Contractor a sum based upon ninety percent (90%) of the contract price apportiomnent of the labor and materials incorporated into the improvement under the contract during, the month covered by said statement. (B) Notice of Completion and Final Payment. Agency shall file with the County Recorder's Office a Notice of Completion. within ten (l0) days after said improvements shall have been completed and accepted by Agency and written proof of said filling shall be delivered to the City C)erk. The remaining ten percent (JO%); less that amount withheld by Agency to correct defective work or otherwise complete the contract, shall be paid Contractor Ihi~1y (30) days after recordation of the notice of completion of the Work, on duly certified voucher therefore. after Contractor shall have furnished Agency with a re]'ease of or bond against all claims against Agency. if required by Agency, arising under and by virtue of this contract, and work done, and materials furnished hereunder. Jn the event that there are any claims specifically excepted by Contractor, if permitted by Agency, from the operation of the release, there shall be retained by Agency stated amounts to be sel forth therein and approved by the Engineer. if there be any claims filed against the Work, Agency shall withhold final payment until the validity of such claims shall have been properly determined and in this regard Agency is hereby empowered to pay directly to claimant the full amount of any valid claims. (C) Escrow Account for Retention. Pursuant to Chapter 13 (commencing with Section 4590) Division 5, Title 1 of the Government Code of the State of California; securities may be substituted for any moneys withheld by a public agency to ensure performance under a contract. At the request and expense of the Contractor, securities equivalent to the amount withheld shall be deposited with the Agency, or with a State or Federally Chartered Bank as the escrow agent, who shall release such securities to Contractor following the expiration of thirty (30) days from the date of filing of a Notice of Completion of the Work by Agency, unless such securities are to be withheld by Agency to correct defective work or otherwise complete the contract or are subject to withholding by Agency to satisfy stop notices or other calms and costs associated therewith. The request for substitution of securities to be deposited with the Agency, or with a State or federally Chartered Bank as escrow agent, shall be submitted on the foram entitled "Supplemental Agreement No. Substitution of Securities for Funds Withheld", which, when executed by the Contractor and the Agency; shall constitute a Supplemental Agreement forming a part of this Contract. The Agency shall have thirty (30) days from receipt of any written request; properly completed and signed by the Contractor and, if applicalble, accompanied by an escrow agreement in a form acceptable to Agency, to approve said request and effect the substitution. Agency shall not unreasonably withhold approval of said request. Agency shall determine the value of any security so deposited. Such Supplemental Agreement, see Attachment A; and any escrow agreement shall provide for the release of the securities to Contractor as set forth herein and shall also set forth the mamier in which Agency may convert the securities or portions thereof to cash and apply the proceeds to the accomplishment of any purposes for which moneys may be withheld and utilized as described in this Contract; including but not limited to the completion of the contract, correction of defective work and the answering of any stop notice claims and litigation cost thereof. Securities eligible for investment under this Section shall be those listed in California Government Code Section 16430 or bank or savings and loan certificates of deposit. The Contractor shall be the beneficial owner of any securities substituted for moneys withheld and shall receive any interest thereon. PageA-6of10 P.12 13. Contract Securi .Concurrently with the execution hereof, Contractor shall furnish: (l) a surety bond in an amount equal to at least one hundred percent (100%) of the contract price as security for the faith performance of this contract; and (2) a separate surety bond in an amount equal to at least one hundred percent (l00%) of the contract price as secw-ity for the payment of all persons perfor~aing labor and furnishing materials in connection with this contract in accordance with Section 4200-4208; inclusive, of the Government Code of the State of California. Sureties on each of said bonds and the form thereaf shall be issued b_y aCalifornia-admitted surety, satisfactory to the Agency and be approved by the Engineer. 4. Hold-Harmless A_ rg Bement and Contractor's ]nsurance. Contractor agrees to; and shall. hold Agency; its elective and appointive boards. officers, agents, and employees harmless from any liability for damage or claims for damage for personal injury, including death, as ~,~ell as from claims for property damage which may arise from Contractor's or any of Subcontractor's operations under this Agreement, whether such operations be by Co~~tractor or by any Subcontractor or Subcontractors. or b_y any one or more persons directly or indirectly employed by; or acting as agent for. Contractor or any Subcontractor or Subcontractors. Contractor agrees to, and shall, defend Agenc}~ and its elective and appointive boards; officers, agents, and employees from any suits or actions ai law or in equiry_ for damages caused; or alleged to have been caused, by reason of any of the aforesaid operations- provided as follows: (A} The Agency does not. and shall not waive any rights against Contractor ~~~hich it may have by reason of the aforesaid ho~~ld-harmless agreement; because of the acceptance by Agency, or the deposit with Agency by Contractor; of any of the insurance policies hereinafter described in ?'aragraph l5. "]nsurance" hereof. (B} That tl7e aforesaid hold-harmless agreement by Co~~iractor shall apply to alt damages ai;d claims for damages of every kind suffered, or alleged to have bee~~ suffered- by reason of any of the aforesaid operations of Con~iractor or an}~ Subcontractor, regardless of ~~~hether or not such i~~surance policies shall have been determined to be applicable to any of such damages or claims for damages. l5. h?surar.ce. The Contractor shall take out and maintain during the life of this Agreement the following policies of insurance: (A) Workers' Compensation and Em Ip Dyers' Liability ]nsurance providing full statutory coverage. In signing this Agreement, the Contractor makes the follo~~~ing certification- required by Section l 86l of the Califon~ia Labor Code: "l am a~~~are of the provisions of Section 3700 of the California Labor Code ~~~hich require every employer to be insured against liability for Workers' Compensation or to undertake self-insurancein accordance with the provisions of the Code; and l will comply with such provisions before commencing the performance of the work of this Agreement". (B) Comprehensive General Liability ]nsurance. Public Liability h~surau~ce (includes premises. elevator - if applicable. products; completed operations. personal injury and contractual): PageA-7of10 P.13 (1) Bodily ]injury Liability. $ 500,000 each person $1;000,000 each occurrence (2) Property Damage Liability [includes XCU (explosion, collapse, and underground damage); ~~~ater damage and broad form property damage or third party liabilityj: $ 500,000 per occurrence (C) Com__prehensive Automobile Liability Insurance (includes owned, non-owned. and hired vehicles): (l) Bodily li~jury Liability: $ 500.000 per person $1,000,000 each occurrence (2) Property Damage Liability: $ 500.000 each occurrence (D) ]t is agreed that the insurance required by Subsections B and C, in an aggregate amount of not less than ONE M7LLlON F1VE }-]UNDRED THOUSAND DOLLARS ($1;500,000), shall be extended to include as additional insured the City of South San Francisco, its elective and appointive boards; commissions, officers, agents, employees, with respect to operations performed by the Contractor; as described herein. Evidence of this insurance described above shall be provided to City upon execution of this Agreement and shall be subject to approval of the City Attorney as to form, amount and carrier. "1-he policy of insurance shall also contain a provision indicating that such insurance shall not be reduced or cancelled except upon thirty (30) days written notice to City. ]n addition, the following endorsement shall be made on said policy of insurance: "The following are na~Y~ed as additional insured on the above policies: The City of South San Francisco. its elective and appointive boards, officers, agents, employees." "Notwithstanding any other provision in this policy, the insurance afforded hereunder to the City of South San }=rancisco shall be primary as to any other insurance or re-insurance covering or available to the City of South San Francisco, and such other insurance or reinsurance shall not be required to contribute to any liability or loss until and unless the approximate limit of liability afforded hereunder is exhausted." The above requirements that the City be named as additional insured, that the insurance shall be primary to any other; and that the insurance not be cancelled without notice, shall be provided in the form of an endorsement signed by an authorized representative of the insurance company providing coverage, who shall declare his or her authority to sign on behalf of the insurer. l6. Proof of Carriaee of ]nsurance. Contractor shall furnish Agency through the Engineer; concurrently with the execution hereof. with satisfactory proof of carriage of the insurance required and that each carrier shall give Agency at least thirty (30) days prior notice of the cancellation or change of any policy during the effective period of this contract. 17. Emergency Additional Time for Performance -Procurement of Materials. ]f, because of war or other declared national emergency, the Federal or State government restricts; regulates or controls PageA-8of10 P.14 the procurement and allocation of labor or materials, or both; and if solely because of said rest-iciions- regulation or controls, Contractor is, through no fault of Contractor, unable to perform this agreement- or the work is thereby suspended or delayed, any of the following steps may be taken: (A) Agency may, pursuant to resolution of the Agency; grant Contractor additional time for the performance of this agreement, sufficient to compensate in time, for said delay or suspension- To qualify for such extension of time; Contractor; within ien (10) days of Contractor's discovering, such inability to perform; shall notify the 1ngineer in writing thereof and give specific reason therefore. Engineer shall (hereupon have sixty (60) days within which to procure such needed materials or labor as is specified in this agreement, or permit substitution, or provide for changes in Work in accordance ~~~iU~ other provisions of this agreement. Substituted materials, or changes in the Work- or both- shall be ordered in writing by the Engineer and the concurrence of the Council shall not be necessary. All reasonable expenses of such procurement incurred by the Engineer shall be defrayed by Contractor- or (B) if such necessary materials or labor cannot be procured tt-„ough legitimate cham~els within sixty (60) days after the filing of the aforesaid notice; either party may, upon thirty (30) days written notice to the other, terminate this agreement. In such event- the Contractor shall be compensated for all work executed upon a unit or upon acost-plus ien percent (l0%) basis, ~~~hichever is the lesser- Materials on the grow~d, in process of fabrication or in route upon tl;e date of notice of termination specially ordered 'for the project and which cannot be utilized b_y Contractor- shall be compensated for by Agency at cost; including Freight, provided that Contractor shall take all steps possible to minimize this obligation; or (C} Agency; by resolution, may suspend this agreement until the cause of inability is removed; but for a period not to exceed (3Q) days. If this agreement is not cancelled and the i~~ability of Contractor to perform continues; without fault on Contractor's part, beyond the time during wlEich the agreeme~~t ima_y have bee3~ suspended, as herein provided, Agency may further suspend this agreemeni- or either party hereto may. ~n~ithout incurring any liability. elect to declare this agreement terminated upon the ground of impossibility of performance. In the event Agency declares this agreement terminated- such declaration shall be authorized by the Agency, by resolution; and- ConUactor shall be notified in writine thereof within five (5) days after the adoption. li; such event; the Contractor shall be entitled to propof1ionate compensation at the agreement rate for such portion of the agreement as may have been performed; or (ll) Ag,ency may terminate this agreement; in which case Contractor shall be entitled Io proportionate compensation at the al;reement rate for such portion of the agreement as ma}~ have been performed. Such termination shall be authorized by resolution of the Agency. Notice thereof shall be foi~hwith given in ~~~riting to Contractor and this agreement shall be terminated upon receipt by Contractor of such notice. ]n the event of the termination in this subparagraph (D)- none of the covenants. conditions or provisions hereof shall apply to the work not performed and Agency shall be liable to Contractor only for the proportionate compensation last herein mentioned. 1 8. Provisions Cumulative..- The provisions of the Agreement are cumulative; and in addition to and not in limitation of. any other rights or remedies available to Agency. 9. Notices. All notices shall be in writing and delivered in person or transmitted by certified mail, postage prepaid. Pag,eA-9of10 P.1 5 Notices required to be given to the Redevelopment Agency Board shall be addressed as follows: City Clerk City Hail, 400 Grand Avenue South San Frai:cisco, California 94080 Notices required to be given to Contractor shall be addressed as follows: Notices required to be given sureties of Contractor shall be addressed as follows: Notices required to be given to the Escrow Agent of Contractor, if any. shall be addressed as follows: 20. h~terpretation. As used herein, any gender includes each oilier gender, the singular included the plural and vice versa. IN WITNESS WHEREOF, two (2) identical counterparts of this Agreement, consisting of ten (10) pages (being pages A-l through A-10), each of which counterparts shall for all purposes be deeir~ed an original of said Agreement, Dave been du)y executed by the parties hereinabove named; on the day and year first hereinabove writlen. ATTEST: CITY: City of South San Francisco. a municipal corporation Bv: Krista Martinelli-Larson. City Clerk Barry M_ Nagel, Executive Director CONTRACTOR: ATTEST: By: (lf Contractor is an individual so state. Jf Contractor is a Corporation; a corporate seal or signatures of the President or Vice President and the Secretary Treasurer are required). Page A - ] 0 of l 0 P.16 ATTACHMENT A ESCRGW AGREEMENT FOR SECURITY DEPOSITS IN LIEU OF RETENTION THIS ESCROW AGREEMENT is made and entered into by and between the City of South San Francisco whose address is 400 Grand Ave.. P.O. [3ox 711. South San Francisco. CA 94083. hereinafter referred to as "City" and -whose address is hereinafter called "Contractor" and whose address is .hereinafter called "F_scrow Agent." For the consideration hereinafter se! forih_ the Owner. Contractor. and Escro~,v Agent agree as follows: 1. Pursuant to Section 22300 of the Public. Contract Code of the State of California, Contractor has the option to deposit securities with Escrow Agent as a substitute for retention earnings required to be withheld by Owner pursuant to the Construction Contract entered into between the O~~~ner and Contractor for the in the amount of dollars ($ )dated (hereinafter refereed to as the "Contract')- Alternately. on written request of the Contractor. the Owner shall make payments of the retention earnings directly to the Escrow Agent. When the Contractor deposits the securities as a substitute for Contract earnings.. the Escrow Agent shall notify the Owner within 10 days of the deposit The market value of the securities at the time of the substitution shall be at least equal to the cash amount then required to be withheld as retention under the teens of the Contract between the Owner and ConL-actor. Securities shall be held in the name of the. City of South San Francisco. and shall designate the Contractor as the beneficial owner. 2. The Owner shall make progress payments to the Contactor for those funds ~~~hich otherwise would be withheld from progress payments pursuant to the Contract provisions. provided that the Escrow Agent holds sec~n-ities in the form and amount specified above. 3. When the t~wner makes payment of retentions earned directly to the Escro~~~ Agent. the Escrow Agent shall hold them for the benefit of the Contractor until the time that the escrov/ created under this contract is terminated. The ConVactor may direct the investment of the payments into securities. All terns and conditions of this agreement and the rights and responsibilities of the parties shall be equally applicable and binding when the Owner pays the Escrow Agent directly. 4. Contractor shall be responsible for paying all fees for the expenses incurred by Escrow Agent in administering the Escrow Account and all expenses of the Owner. These expenses and payment terms shall be determined by the Owner. Contractor. and Escrow Agent- s. The interest earned on the securities or the money market accounts held in escrow and all interest earned on that interest shall be for the sole account of Contractor and shall be subject to ~~~ithdrawal by Contractor at any time and from time to time ~~~ithout notice to the Owner. 6. Contractor shall have the right to withdra~n~ all or any parr of the principal in the Escrow Account onl}~ by written notice to Escrow Agent accompanied by written authorization from the Owner to the Escrow Agent that Owner consents to the withdra~~~al of the amount sought to be ~~~ithdrawn by Contractor. 7. The Owner shall have a right to draw upon the securities in the evens of default by the Contractor. Upon seven day`s written notice to the Escro~~~ Agent from the o~~~ner of the default. the Escro~~~ Agent shall immediately convert the securities to cash and shall distribute the cash as instructed by the O~~~ner. Escrow Agreement-Page 1 of 3 P.17 8. Upon receipt of written notification from the Owner certifying that the Contract is final and complete, and that the Contractor has complied with all requirements and procedures applicable to the Contract, Escrow Agent shall release to Contractor all securities and interest on deposit less escrow fees and charges of the Escrow Account. The escrow shall be closed immediately upon disbursement of alt moneys and securities on deposit and payments of fees and charges. 9. Escrow Agent shall rely on the written notifications fro,n the Owner and the Contractor pursuant to Sections (5) to (8), inclusive, of this Agreement and the Owner and Contractor shall hold Escrow Agent harmless from Escrow Agent's release and disbursement of the securities and interest as set forth above- 10. The names of the persons who are authorized to give written notice or two receive written notice on behalf of the Owner and on behalf of Contractor in connection with the foregoing. and exemplars of their respective signatures are as follows: On behalf of Owner Title Name Signature Address On behalf of Escrow Aeeni: Title Name Signature Address On behalf of Contractor: Title Name Signature Address At the time the Escrow Agent is opened. the Owner and Contractor shall deliver to the Escrow Agent a fully executed counterpart of this Agreement Escrow Agreement-Page 2 of 3 P.1 8 ]N WITNESS W}-3ERGOF, the parties have executed this Agreement by their proper officers on the date first set forth above. O~~mer: Contractor: Title Title Name Name Signature Signature Approved as to form: Attest: City Atton~ey Date City Clet-k Date Escro~~~ Agreement-Page 3 of 3 P.19 GETIERAL PROVISIONS T,AI3LE OF CONTENTS SECTION Pale No. SECTION I - DEFINITION OF TERMS Gp-~ SECTION II - PROPOSAL REQUIRIEMENTS GP-3 1. General Jnfonmation 2. Proposal Fonn 3. Bid Prices to Cover Entire Work 4. Examination of Plans, Specifications, Special Provisions and Site of Work 5. Proposal Guaranty 6. Rejection of Proposals Containing Alterations, Erasures or ]rregularities 7. Competency of Bidders -Proposal Requirements 8. Subcontractors SECTION III -AWARD AND EXECUTION OF CONTRACT GP-5 1. Award o1 Contract 2. Return of Proposal Guaranties 3. Contract Bonds 4. Liability Insurance Required 5. Execution of COniraCll SECTION IV -SCOPE OF WORK GP-6 1. Work to be Done 2. Safety Program 3. Removal of Obstructions 4. City Directed Change Orders 5. Alterations 6. Contractor Proposed Change Orders 7. All Change Orders 8. Change Order Pricing 9. Liability for Unapproved Change Orders ] 0. Change Order Disputes SECTION V -CONTROL OF WORK GP-9 1. Authority_ of the Engineer 2. Conformity with Plans 3. Coordination of Plans; Specifications and Special Provisions 4. Conflict between Parts of Contract Documents GP-i P. 2 0 5. Interpretation of Plans and Specifications 6. Superintendence 7. Lines and Grades 8. Inspection 9. Removal of Defective and Unauthorized Work ] 0. Final Inspection 11. Record Drawings ] 2. Cost Reduction Incentive SECTION VI - CO'VTROL OF MATIERIALS GP-14 1. Source of Supply and Quality of Materials 2. Defective Materials i. Samples and Tests 4. General Materials and Substitutions Requirements 5. Storage or Disposal of Materials Outside of the Right of Way 6. Construction and Demolition Waste Management Plan (WMP) SECTION VII -LEGAL RELATIONS AND RESPONSIBILITY GP-17 1 . Laws to be Observed 2. Trench Safely and Differing Subsurface Conditions 3. Hours of Labor d. Review of Per Diem Rates 5. Prevailine Waee 6. Registration of Contractors 7. Pen~~its and Licenses 8. Patents 9. Contractor's Field Office 10. Utilities 11. Contractor Cooperation & Coordination I2. Pubhe Convenience l3. Public Safety 14. Preser~~ation of Property 15. Responsibility for Damage 16. Contractors Indemnities I7. ConUactor's Responsibility for Work 1 8. Poilion of Work w]-iich may be Placed in Service 19. No Personal Liability 20. No Abroeation of Codes. Standards- La~~~s and Ordinances 21. Guaranty 22. General Safety Requirements 23. Fair Employment Provisions 24. Employment of Apprentices SECTION VIII - PROSECUTION AND PROGRESS GP-29 I. Subcontracting 2. Assierm~ent 3. Time of Completion and Statement of Working- Days 4. Progress of the \\~ork and Time of Completion GP-i i P.21 5. Character of Worke;~s 6. Temporary Suspension of Work 7. No Contractor Damages for Avoidable Delays 8. ]mpact of Unavoidalble Delays 9. No Contractor Damages for Contractor Caused Delay 10. No Contractor Damages for Delay Not Caused by the City; Delay Contemplated by the Parties; or other Reasonable Delay 1 1. Delays Caused by the City and/or ]ts Privities J 2. Delay Claims 13. Contractor Coordination of the Work ] 4. Liquidated Damage~~, 15. Suspension of Contract 16. Communications 17. Audit and Examination of Records 18. Project Schedule SECTION IX -MEASUREMENT ANI) PAYMENT GP-37 1. Measurement of Quantities 2. Progress Payments 3. Scope of Payment 4. Stop Notice Retention ~. Progress Payment Deductions 6. Acceptance of the Work 7. Finai Payment 8. Travel & Subsistence Payments 9. Notice of Potential Claim 0. Claims 1 1. False Claims Affidavit 12. Claims Processing and Review t3. Extra Work 14. Force Account Work GP-iii P. 2 2 SECTION I I~EI?INITION OF TERMS 1. Bidder. Any individual, Iron or corporation submitting a proposal for the work contemplated, acting directly or through a duly authorized representative. 2. Calendar Day_ A calendar day shall be any day including al] legal holidays. Saturdays, and Sundays. 3. Cit~>>. The Redevelopment Agency Board of the City of South San Francisco- State of Califonva, acting through the City Council or other duly authorized agents. 4. Contract. The written agreement covering the performance of the work. "The complete contract includes the Agreement for Public h»provements. the Notice ]wiling Bids, the proposal, plans, specifications.. contract bonds. a~;d all supplemental agreements affecting the work. 5. Contractor. The person or persons; fine; partnership, corporation. or combination thereof- private or municipal, who have entered info the contract with the Cans. or the City's legal representative. 6. Engineer or Works Engineer. The duly appointed Engineer of the City of South San Francisco, acting directly or tlti-ough properly authorized agents limited by the particular duties entrusted to ti3em. 7. h~spector. The Inspector or h~spectors of the Engineer of the City of South San Francisco, limited by the particular duties entrusted to them. 8. Notice of Award. Written notice from the City to the successful lowest responsive and responsible bidder stating that upon compliance with all contract prerequisites and conditions, the City will execute the Contract with that bidder for the Work. 9. Notice to Proceed. Written notice from the City to the Contractor setting a date on which Contract time will star( and authori2in~ the Conb-actor to proceed with the W or]<. l 0. Plans. The drawings, or reproduction thereof. approved by the Engineer. pertaining to the work-. and made a part of the contract, including City's Standard Drawings and Caltrans' Standard Plans dated May 2006. l l . Specifications. The infom~ation. directions.. provisions. and requirements pertaining to the work, and contained herein including Special Provisions, Technical Specif cations; General Provisions, those administrative subsections of CaJtrans- Standard Specifications that are specifically referenced in this Contract and the non- administrative sections (Sections ] 0 through 95) of Caltrans Standard Specifications dated May 2006. GP-11'.2 37 ] 2. Superintendent of Streets. The Engineer (Ex-officio Superintendent of Streets) of the City of South San Francisco; acting directly or through proper]y authorized agents. 13. The Work. The improvement; structure, project, or construction contemplated in the contract, the furnishing of all necessary labor, materials; tools and other devices- and the doing or performing by the Contractor of all things required to be done for the fulfilment of the contract as provided therein. l4. Working Day, A working day is defined as any day. except as follows: a. Saturdays, Sundays and Legal Folidays; b. Days on which the Contractor is prevented by inclement weather or conditions resulting immediately There from adverse to the current controlling operation or operations, as determined by the Engineer; fi-om proceeding with at least 75 percent of the normal labor and equipment force engaged on such operation or operations for at least 60 percent of the total daily time being currently spent on the controlling operation or operations; c. Days on which the Contractor is prevented, by reason of requirements in the "Maintaining Traffic and Working Hours" section of the Special Provisions; from working on the controlling operatiion or operations for at least 60 percent of the total daily time being currently spent on such controlling operation or operations; d. The current controlling operation or operations are defined to include any feature of the work (e.g.; an operation or activity, or a settlement or curing period; considered at the time by the Engineer, which if delayed ar prolonged, will delay the time of completion of the Work: or e. Legal Holidays are defined as those holidays observed by the City of South San Francisco as specified in the current Memorandum of Understanding (MOU) between the City of South San Francisco and the American Federation of State, County and Municipal Employees_ Local 1569, AFL-C1O; except that half holidays in the MOU shall be considered full holidays under the Contract. G]'-2 P-24~ SECTION II PROPOSAL .REQUIREMENTS 1. General information. Sealed proposals, addressed to the City Council of the City of South San Francisco, will be received by the Purchasing Officer and will be publicly opened and read at the time and place stated in t]~e Notice to hwiting Bids. Any bid may be withdrawn at any time prior to the hour fixed in the Notice ]nutting Bids for the opening of- the bids provided that a request in writing, executed by the bidder or the bidder's duly authorized representative. for the withdrawal of such shall not prejudice the right of a bidder to file a new bid. 2. Proposal Fonn. The City will fw-nish to each bidder a standard proposal form. which, w1~en filled out and executed shall be submitted as their bid- Bids not presented on forms so furnished may, in the City's sole discretion. be deemed non- responsive and rejected on that basis. Cn all bid items for which bids are to be received on a unit price basis, the unit price for all items bid shall be sl~~own, as well as the extended price (wait price multiplied by the number of units shown on the proposal form) for each bid item bid. }n the case of any discrepancy between the extended price for any bid item bid, the unit price nultiplied by the number of units spa}] prevail. In the event of any discrepancy between the total contract amount and the sum of the extended prices of all items, the sum of the extended prices of all items shall prevail. The proposal shall set forth the item prices and totals. in clearly legible figures, in the respective spaces provided and shall be signed by the bidder. who shall fill out all blanks in the proposal form as therein required. The bidder shall also fill out all blanks in the proposal forms for any alternative to the project proposed by the City; failw-e to do so may, in the City's sole discretion. result in the proposal being considered no~i-responsive acid rejected on that basis. 3. Bid Prices to Cover Entire Work. Payment for the work done under this contract shall be as set forth on the Bidder's Sheet for Proposal. Bidder shall include the entire cost of the work contemplated in the contract, as required by the plans, dra~~~ings.. specifications, Special Provisions. and General Provisions: and, furthermore. it shall be understood and agreed that the cost of all labor; materials and equipment and all incide~~tals expense of ~~~hatever nature necessary to complete the Work is included. A~~y part of the Work which is not mentioned in the Specifications; and/or in the Special Provisions, but is shown on the plans. or any part not shown on the plans but described in the Specifications and/or in the Special Provisions, or any part not sho~~~n in the plans nor described in the Specifications or Special Provisions.. but which is reasonably implied by either; or is necessary or usual in the performance of such work- shalJ be performed as incidental work; without extra cost to the City. by the Contractor as if fully described in the Specifications or Special Provisions and shown on the plans- and the expense thereof shall be included in the total bid. GP-3P. 2 57 4. Examination of Plans, Specifications. Special Provisions. and Site of Work. The bidder is required to examine carefully the site of and the proposal. plans, specifications; and correct forms for the work contemplated, and it will be assumed that the bidder l;as investigated and is satisfied as to the conditions to be encountered. as to the character, quality; and quantities of work to be perfom~ed and materials to be furnished, and as to the requirements of the specifications; the special provisions and the contract. It is mutually agreed that submission of a proposal shall be considered prima facie evidence that the bidder has made such examination. The City will not be responsible for any loss or unanticipated cost incun-ed by the Contractor as a result of the Contractor's failure to estimate in advance all conditions pertaining to the Work, including underground facilities and sewers that may have to be relocated. 5. Proposal Guaranty- All bids shall be presented under sealed cover and shall be accompanied by cash; cashier's check, certified check, or bidder's bond. made payable to the City of South San Francisco. for the amount equal to at least ten per cent (l0%) of the amount of said bid; and no bid shall be considered unless such cash. cashier's check. or certified check. or bidder's bond is. enclosed therewith. G. Rejection of Proposals Containing Alterations. Erasures. or Irregularities. Proposals may be rejected if they show any alterations of forn~, additions ~;ot called for. conditional or alternative bids; incomp]ete bids, erasures; or irregularities of any kind. 7. Competency of Bidders -Proposal Requirements. Before entering into a contract; the bidder shall satisfy ilhe City that he possesses adequate equipment and has the necessary experience and forces to perform the Work in the manner set forth in these specifications. He shall be a licensed Contractor in the State of California A City of South San Francisco license will be required before the contract for the Work is signed by the City. 8. Subcontractors. ]Proposals shall comply with the Subletting and Subcontracting lair Practices Act (Government Code Section 4100 et seq). Pursuant to Section 4104 of said Act. bidder shall in the bid set forth: a. The name and the location of the place of business of each sub-contractor who will perform work or labor or render service to the prime Contractor in or about the construction of the Work or improvement in an amount in excess of one-half of one percent of the prime Contractor's total bid. b. The portion of the Work; which will be done by each such subcontractor under this Act. The prime Contractor shall list only one subcontractor for each of such portions as is defined by the prime Contractor in the Contractor's bid. GP-4 P. 2 61 SECTION III AWARD AND EXECUTION OF CONTRACT 1. Award of Contract. The City reserves the right to reject any and a)1 proposals. The award of the contract. if it is awarded. will be to the lowest responsible bidder; and will be made within sixty (60) calendar days after the opening of the proposal. All bids will be compared on the basis of the Engineer's cost estimate. 2. Return of Proposal Guaranties. Within ten (]0) working days after the execution of the Contract, the City will return the proposal guaranties accompanying the proposals that are not to be considered in making the award. All other proposal guaranties will be held until the contract has been finally executed_ after which they will be returned to the respective bidders whose proposals they accompany. 3. Contract Bonds. The bidder to wham the contract is awarded shall execute a performance bond satisfactory to the City for the Faithful perferma,~ce of the Work in a sum equal to the amount of the contract. ~`~ pay~;,ent bond shall be fw-nished securing the claims of persons employed by the Contractor and the claims of persons who fw-nish materials; supplies or equipment used or consumed by the Contractor in the performance of the Work. This bond shall be in a swn equal to the amount of the contract. 4. Liability ]assurance Required. See Section 14. "Hold-Harmless Agreement and Contractor's ]nsurance'~ and Section 15. "h~surance" of the Agreement for Public Services. 5. Execution of Contract. The contract shall be signed by the successful bidder and returned, together with the contract bonds. within ten (10) working days; after the bidder has received the Notice of Award. Failure 1o execute the conU-act and file acceptable bonds within the specified time shall be just cause for the annulment of the award and the forfeiture of the proposal guaranty. GP-`P.277 SECTION IV SCOPE OF WORK 1. Work to be Done. The work to be done consists of fijmishing all labor; materials, methods or processes, implements, tools; and machinery; except as otherwise specified, w}vch are required to construct and put into complete order for use the Work described in the Special Provisions, and to leave the grounds in a neat condition. 2. Safety Program. a. The Contractor shall conforn~ to the rules and regulations pertaining to safety established by the California Division of lndustriaJ Safety and to all requirements as set forth in the State of California Construction Safety Orders (CAL/OSHA), and in particular; Article 3 of these Safety Orders, regarding Accident Prevention and safety meetings. Within ten (10) working days following Notice of Award the Contractor must submit to the City a copy of the Contractor's Safety Plan. b. Full compensation for furnishing all labor; materials, tools and equipment and doing all the work involved in this item of work as above specified, shall be considered as included in the prices paid for the various contract items of work and no additional compensation will be made therefore. 3. Removal of Obstructions. The Contract shall remove and dispose of all structures, debris; or other obstructions of any character to the V~Jork to be performed. 4. City Directed Change Orders. The City may, at any time during the progress of the Work, direct any amendments to the Work or any of the Contract Documents. Such amendments shall in no way void~~ the Contract. but will be applied to amend the Contract Price, if such amendments affect the Contract Price, the Project schedule (if such amendments affect the Project schedule), or any other provision of the Contract Documents based on a fair and reasonable valuation of the amendment in accordance wish this Section FV. 5. Alterations. Subject to the provisions of Section 4-1.03; "Changes`- of the Standard Specifications and unless otherwise specified; the City reserves the right to increase or decrease the quantity of any item or portion of the Work or to omit portions of the Work as may be deemed necessary or advisable by the Engineer; also to make such alterations or deviations, additions to, or omissions from the plans and Specifications. as may be determined during the progress of the Work to be necessary and advisable for the property completion thereof. Upon written order of the Engineer, the Contractor shall proceed with the Work as increased, decreased or altered. When alterations in plans or quantities of work are ordered and performed; the Contractor shall accept payment in full at the contract unit price for the actual quantities of work done. No allowance will be made in any case for loss of anticipated profits. Increased or decreased work involving supplemental agreements will be paid for as stipulated in such agreements. GP-6 P. 2 8' 6. Contractor Proposed Change Orders. The Contractor shall submit proposed changes to the Engineer no later than 15 days before the proposed change. 7. All Change Orders. All change orders or amendments to Contract Docwnents must be approved by the Engineer prior to the change or amendment and must be evidenced by a writi~~g executed by authorized representatives of the City and the Contractor. All change order proposals must specify any change in the Project schedule; or any project milestone. including, but not limited to; the Tune for Completion; under the change order. It is understood that change orders that do not specify a change in any milestone, including, but not limited to; the Time for Completion; may be accomplished by the Time for Completion then in effect. 8. Change Order Pricin .Change order pricing for all change orders; whether additive, deductive. or both. will be governed by the following: a. Prices specified in the Contract Docwnents will apply to cost impacts involving items for which the Contract Docwnents specify prices. b. Cost impacts involving items for which the Contract Documents do not specify prices, charges or credits will be paid on a time and materials basis in accordance with the following All costs listed in this Subsection (b) will constitute incidentals, full compensation for w1~ic1~ will be deemed included in the markups for labor; material. and equipment specified below, and no additional compensation for such cost impacts will be allowed: (1) Labor. The Contractor ~~~i11 be paid the cost of labor for workers (including foremen when authorized by the Engineer); used in the actual and direct performance of the work, ]plus a fixed mark up of ] 5% of such labor cost. (2) Materials. Materials costs will be the direct costs for materials actually exl;austed. consu;~med_ or entering pei-~~7anently into the Work. plus a fixed markup of l 5°% of such direct materials costs. (3) Equipment. All equipment used will be paid in accordance with the established rates for equipment rental in the Contract Documents; plus a fixed markup of l 0°% of each such equipment rates. (4) Subcontractors. The Contractor will be paid the cost of Subcontractors plus a fixed markup of 5%. The additional 5% markup shall reimburse the Contractor :For additional administrative costs., and no other additional payment will be made by reason of performance of the extra work by a Subcontractor. 9. Liability For Unapd~roved Chan;?e Orders_ The Contractor will be solely responsible for any and all losses.. costs; or liabilities of any kind incw~-ed by the Conll~actor.. any subcontractor engaged in the performance of the Work an_y party supplying material or equipment for the Work or any third party that is/are retained pursuant to Contractor- proposed change orders prior to issuance of an approved change order executed according to the terms of this Section 1V. The Contractor shall have all of the obligations and the City GP-7P. 2 97 will have all of the rights and remedies that are specified in these Contract Documents concerning any work or resulting losses; costs; or liabilities pursuant to an unapproved Contractor-proposed change order. ] 0. Chan e Order Disputes. a. Disputed City-Directed Change Orders. if the Contractor disputes aCity- directed change order following a reasonable effort by the City and the Contractor to resolve the dispute, including, at a ~ninimum_ a meeting between appropriate representatives of- the Contractor and the City, the Contractor must commence perforn~ing the Work consistent with the disputed change order within five (5) working days of the last meeting between representatives of the Contractor and the City to resolve the dispute; or within the time specified in the disputed City-directed change order, whichever is later. In performing work consistent with a disputed City-directed change order pursuant to this provision, the Contractor will have all of the Contractor's rights concerning claims pursuant to the Contract Documents and applicable law. b. Disputed Contractor-Proposed Change Orders. if the City disputes a Contractor-proposed change order, the City and the Contractor will use reasonable efforts to resolve the dispute including. at a minimum, holding a meeting between appropriate representatives of the Contractor and the City_ Regardless of and throughout any such efforts to resolve the dispute, the Contractor must continue perfon,~ing the Work irrespective of and unmodified by the disputed change order. In continuing to perforn~ the Work; the Contractor will retain all of the Contractor's rights under contract or law pertaining to resolution of disputes and protests between contracting parties. Disputes between the City and the Contractor concerning any Contractor-proposed change order or other amendment do not excuse the Contractor`s obligation to perform the Work in accordance with the Contract Documents excluding such Contractor-proposed change order or other amendment by the Time for Completion or waive any other Project milestone or other requirement of the Contract Documents. GP-8 P.30 SECTION V CONTROL OF WORK 1. Authority of the En ineer. The Engineer shall decide any and all questions which nay arise as to the quality or acceptability of materials furnished and work perfon~~ed. and as to the maw~~er of performance and rate of progress of the Work; all questions which may arise as to the interpretation of the plans and specifications; al] questions as to the acceptable fUlfilhnent of the contract on the part of the Contractor; and all questions as to compensation. The Engineer's decision shall be final and he shall have authority to enforce and make effective such decisions and orders as the Contractor fails to carry out promptly. 2. Coi~fomlity with Plans. Finished surfaces in al] cases shall conform to the lines.. grades. cross-sections and dimensions shown on the approved plans. 3. Coordination of Plans, Specifications- and Special Provisions. These specifications- general provisions.. special provisions; standard specifications, plans and all supplementary documents are essential parts of the contract, and a requirement occun~ng in~ one is as binding as though occurring in a11. They are intended to be cooperative. to describe and to provide for a complete work. 4. Conflict Between Parts of Contract Docwne?its. if there is any conflict between the requirements of the various contract docwnents, the following shall be the order of precedence (in order from higl~~est precedence to lowest): a. Agreement for Public 1~-nprovements b. Special Provisions c. Teclll~ical Specifications d. Drawings e. Cite Standard Dra~~~ings f. General Provisions g. Standard Specifications h. Standard Plans 5. lntei~retation of Plans and Specifications. Should it appear that the work to be done or any matter relative thereto are not sufficiently detailed or explained in the these specifications, plans; and the Special Provisions; the Contractor shall apply to the Engineer well in advance of the time a clarif cation is needed for such further explanations as may be necessary and shall conform to those explanations as part of the contract; so far as may be consistent with the original specifications. The Engineer'sdecision regarding definitions or clarifications will be fna1. In the event of any discrepancy between any drawing and the figw-es written thereon- the figures shall be taken as con-ect. 6. Superintendence. Contractor shall give personal superintendence to the work on said improvements or have a competent foreman or superintendent. satisfactory to the Engineer. at the ~~~ork site at al) times dw~ng progress with authont)~ to act for the Engineer. GP-SP.317 Whenever the Contractor is not present on any part of the work site where it may be desired to give direction, orders will be given by the Engineer; which shall be received and obeyed by the Superintendent or foremen in charge of the particular work in reference to which the orders are given. 7. Lines and Grades. Contractor shall be responsible to set ]fines and grades for construction. 8. inspection. The Engineer shall at all times have access to the Work during construction; and shall be furnished with every reasonable facility for ascertaining full knowledge respecting the progress; workmanship, and character of materials used and employed in the Work. Whenever the Contractor varies the period during which work is carried on each day, he shall give due notice to the Engineer so that proper inspection may be provided. Any work done in the absence of the Engineer will be subject to rejection. The inspection of the Work shall not relieve the Contractor of any o} the Contractor's obligations to fulfilll the contract as prescribed. Defective work shall be made good, and unsuitable materials may be rejected, notwithstanding the fact that such defective work and unsuitable materials have been previously overlooked by the Engineer and accepted or estimated for payment. 9. Removal of Defective and Unauthorized Work. All work; which has been rejected, shall be remedied, or removed and replaced by the Contractor in an acceptable manner and no compensation will be allowed for such removal or replacement. Any work done beyond the lines and grades shov~~n on the plans or established by the Engineer; or any extra work done without written authority will be considered as unauthorized and will not be paid for. Work so done may be ordered removed at the Contractor's expense. Upon failure on the part of the Contractor to comply forthwith with any order of the Engineer made under the provisions of this article, the Engineer shall have authority to cause defective work to be removed, and to deduct the costs fi-om any monies due or to become due the Contractor } 0. Final inspection. ~JVhenever the Work provided and contemplated by the contract shall have been satisfactorily completed and the }final cleaning up performed, the Engineer will make the final inspection. l 1. Record Drawings. The Contractor shall keep and maintain, on the job site; one record set of Drawings. On these; the Contractor shall mark all project conditions, locations, configurations, and any other changes or deviations which may vary liom the details represented on the original Contract Documents, including buried or concealed construction and utility features which are revealed during the course of construction. Special attention shall be given to recording the horizontal and vertical location of all buried uti}hies that differ from the locations indicated in the Contract Doewnents. Said record drawings shall be supple~r~ented by any detailed sketches as necessary or directed to indicate; fully; the work as actually constructed. These master record drawings of the contractor's representation of as lbuilt conditions. including al] revisions made necessary by addenda; change orders, and the like shall be maintained up to date during the progress of the work. GP-l QI'.3 27 In the case of those drawings which depict the detailed requirements for equipment to be assembled and wired in the factory.. such as motor control centers and the like, the record drawing shall be updated by indicating those portions which are superseded by change order drawings or final shop drawings, and by including appropriate reference information describing the change orders by number and the shop drawings by manufacturer, drawing; and revision nwnbers. Record drawings shall be accessible to the Engineer at all times during, the consU-uction period and shall be delivered to the Engineer upon completion of the Work. Final payment will not be approved until the Contractor prepared record dra~~~in~s have been delivered to the Engineer. Said up to date record dra~~~ings may be in the form of a set of prink with carefully plotted infon.~ation as approved by the Engineer. Upon substantial completion of the Work and prior to final acceptance. the Contractor shall complete and deliver a complete set of record drawings to the Engineer for transmittal to the City.. ccnforming to the construction records of the Co~~tractor. phis set of dra«~ings shall consist of corrected pla.rs showing the reported location of the Work. The information submitted by the Contractor and incorporated by the F_ngineer into the Record Drawings will be assumed to be reliable.. and the Engineer will not be responsible for the accuracy of such information. nor for any en-ors or omissions that ma_y appear on the Record Drawings as a result. I2. Cost Reduction Incentive. The Contractor may submit to the E~~gineer. in writing, proposals for modifying the plans, specifications or other requirements of the contract for the sole purpose of reducing the total cost of construction. The cost reduction proposal steal] not impair, in any ma~~~er, the essential functions or characteristics of the project, including but not 1i~7~ited to service life. economy oI~ operation. ease of maintenance. desired appearance. or design and safety standards. Cost reduction proposals shall contain the follo,.~ing information: a. A description of both the existing contract requirements for performing the Work and the proposed changes.. b. An itemization of the contract requirements that must be changed if the proposal is adopted. c. A detailed estimate of the cost of perfonuing the Work under the existing contract and under the proposed change. The estimates of cost shall be determined in the same manner as if the Work were to be paid for on a force accow~t basis as provided in Section IX-l4. "Force Account'~~Jork" of these General Provisions. d. A statement of the time within which the Engineer must make a decision thereon. e. The contract items of work affected by the proposed changes. including any quantity variation attributable thereto. "The provisions of this section shall not be construed to require the Engineer to consider any cost reduction proposal which may be submitted hereunder:. proposed GP-I P.33~7 changes in basic design of a bridlge or of a pavement type will not be considered as an acceptable cost reduction proposal; the City will not be liable to the Contractor for failure to accept or act upon any cost reduction proposal submitted pursuant to this section nor fcr any delays to the Work attributable to any such proposal. 1f a cost reduction proposal is similar to a change in the plans or specifications, under consideratior, by the City for the project, at the time said proposal is submitted or if such a proposal is based upon or similar to Standard Specifications, standard special provisions or Standard Plans adopted by the City after the advertisement for the contract, the Engineer will not accept such proposal and the City reserves the right to make such changes without compensation to the Contractor under the provisions of this section. The Contractor shall continue to perform the Work in accordance with the requirements of the contract until an executed change order; incorporating the cost reduction proposal has been issued. }f an executed change order has not been issued by the date upon which the Contractor's cost reduction proposal specifies that a decision thereon should be made, or such other date as the Contractor may subsequently have specified in writing. such cost reduction proposal shall be deemed rejected. The Engineer shall be the sole judge of the acceptability of a cost reduction proposal and of the estimated net savings in construction costs from the adoption of all or any part of such proposal. In determining the estimated net savings, the right is reserved to disregard the contract bid prices if in the judgment of the Engineer, such prices do not represent a fair measure of the value of work to be performed or to be deleted. The City reserves the right where it deems such action appropriate, to require the Contractor to pay in part or wl-iole the City's costs of investigating a cost reduction proposal submitted by the Contractor as a condition of considering such proposal. Where such a condition is imposed; the Contractor shall indicate acceptance thereof in writing, and such acceptance shall constitute full authority for the City to deduct amounts payable to the City from any monies due or that may become due to the Contractor under the contract. if the Contractors cost reduction proposal is accepted in whole or in part. such acceptance will be by a contrac~~ change order; which shall specifically state that it is executed pursuant to this section. Such change order shall incorporate the changes in the plans and specifications which are necessary to permit the cost reduction proposal or such part of it as has been accepted to be put into effect, and shall include any conditions upon which the City's approval thereof is based if the approval of the City is conditional. The change order shall also set forth the estimated net savings in construction costs attributable to the cost reduction proposal effectuated by the change order; and shall further provide that the Contractor be paid 50 percent of said estimated net savings amount. The Contractor's cost of preparing the cost reduction incentive proposal and the City's cost of investigating a cost reduction incentive proposal, including any portion thereof paid by the Contractor. shall be excluded from consideration in determining the estimated net savings in construction costs. Acceptance of the cost reduction proposal and performance of the work thereunder shall not extend the time of completion of the contract unless specifically provided for in the contract change order authorizing the use of the cost reduction G P- } 2P. 3 4~ proposal. The amount specified to be paid to the Contractor in the ci;ange order which effectuates a cost reduction proposal shall constitute full compensation to the Contractor for the cost reduction proposal and the performance of the work thereof pursuant to the said change order. The City expressly reserves the right to adopt a cost reduction proposal for genera] use on contracts adminis'~tered by the City when it determines that said proposal is suitable for application to other contracts. When an accepted cost reduction proposal is adopted for general use, only the Contractor who first submitted such proposal wil) be eligible for compensation pursuant to this section; and in that case, only as to those contracts awarded to the Contractor prior to submission of the accepted cost reduction proposal and as to which such cost reduction proposal is also submitted and accepted. Cost reduction proposals identical or similar to previously submitted proposals will be eligible for consideration and compe.nsaiion under the provisions of this section if the identical or similar previously submitted proposals ~~~ere not adopted for general application to other contracts administered by the City. Subject to the provisions contained herein, the City or any other public agency shall have the ~;ght to use all or any part of any submitted cost reduction proposal without obligation or compensation of any kind to the Contractor. This Section V-l2, "Cost; Reduction Incentive'` of these General Provisions shall apply only to contracts awarded t:o the lowest bidder pwsuant to competitive bidding. GP-l_T'.357 SECTION VI CONTROL OF MATERIALS Source of SuLply and Quality of Materials. At the option of the Engineer the sowce of supply of each of the material shall be approved by the Engineer before the delivery is started. Only materials conforming to the requirements of these specifications and approved by the Engineer shall be used in the Work. Materials used for the Work must be new and of the quality specified. When not particularly specifed_ materials must be the best of their class or kind. The Contractor must; if required; submit satisfactory evidence as to the kind and quality of materials. n11 materials proposed for use may be inspected or tested at any time during their preparation and use. After trial_ if it is found that source of supply which have been approved) so not fmrnish a unifonm product or if the product from any source proves unacceptable at. any time the Contractor shall ltirnish approved material from other approved sources. No material_ which. after approval. has in any way become unfit for use shall be used in the Work. 2. Defective Materials. X11 materia)s not conforming to the requirements of these specifications shall be considered as defective and all such materials_ whether in place or not; shall be rejected. They shall be removed inmmediately from the site of the Work; unless otherwise permitted by the Engineer- No rejected material, the defects of which have been subsequently con-ected, stall be used until approval in writing has been given by the Engineer. Upon failure on the part of the Contractor to comply forthwith with any order of the Engineer made under the provisions of this article_ the Engineer shall have authority to remove and replace defective material and to deduct the cost of removal and replacement from any monies due or to become due the Contractor. 3. Samples and Tests. Representative preliminary samples of the character and quality prescribed shall be submitted by the Contractor or producer of all materials to be used in the Work, for testing or examination as desired by the Engineer. All tests of materials furnished by the Contractor shall be made in accordance with commonly recognized standards of national organizations acid such special methods and tests as are prescribed in these specifications. The Contractor shall furnish such samples of materials as are requested by the Engineer, without charge. Samples will be secured and tested whenever necessary to determine the quality of material. Contractor shall notify City a sufficient time in advance of the manufacture or production of materials to be supplied by Contractor under this contract in order that City may an-ange for mill or factory inspection and testing of same. Any materials shipped by Contractor from factory prior to having satisfactorily passed such testing and inspection by City's representatives; or prior to the receipt of notice from such representative that such testing and inspection will not be required_ shall not be incorporated on the job of said improvements. Contractor shall also furnish City; in triplicate. certified copies of all required factory and mill test reports. GP-14P.36~ 4. General Materials and Substitutions Requirements. a. 1f the Contractor submitted complete information to the Engineer for products proposed as equals in accordance with the bid package, and the City approved such products proposed as equals in writing., the Contractor may either furnish such products approved as equals.. or furnish the products listed by manufacturer name, brand or model number in the Tec}mica] Specifications or Project Plans. The City retains the right; in its sole discretion. to accept or reject a~;y other proposed substitution. To be considered; proposals concerning products proposed as equals must include sufficient information to permit the City to determine ~~~hether the products proposed as equals will satisfy the same performance requirements as products listed by manufactw-er's name; brand or model number- Such performance requirements may include, but are not limited to, size; strength.. fm~~ction. appearance. ease of maintenance and repair, and useful life requirements. if the City does not accept a proposed substitution. the Contractor muss furnish the product specified in the Technical Specifications or Project Plans for the Contract Price, regardless of wi~~ether the product is specified by manufacturer's name, brand or mode] nw>>ber. or otherwise. b. During the performance of the Work.. all materials must be neatly stacked, properly protected from the weather and other adverse impacts, and placed so as to avoid interference with efficient progress of the Work, with other activities of the City, or with the use of existing City facilities by the pub}ic. Materials may not be stored in a manner that presents a safety hazard or a nuisance. All materials must be delivered so as to ensure efficient and uninterrupted progress of the Work Materials must be stored so as to cause no obstructio~a and so as to prevent overloading of any portion of the Work. The Contractor will be responsible for damage or loss of materials delivered to and/or stored at the work site due to weather or other causes. Tlae Contractor must promptly remove from the work site all materials re}ected by the City or its representatives as failing to conform to the requirements of the Contract Documents. whether such non-conforming materials have been incorporated in the Work or not. )}'the City or its representatives so direct. the Contractor must promptly replace and re-execute work performed by the Contractor and order the replacement and re-execution of work performed by subcontractors using non-conforming materials with materials that satisfy the requirements of the Contract Documents without expense to the City. The Contractor will bear the expense of making good all work destroyed or da~a~aged by such removal. The Contractor will have all of the obligations and the City will have all of the rights and remedies that are specified in this section concerning any failure by the Contractor to replace or re-execute work using non-conforming materia}s_ and/or to make good all work destroyed or damaged by such removal and/or execution. c. if any portion of the Work done or material furnished under this Contract proves defective and not in accordance with the Project Pans or Technical Specifications, and if the Engineer deten~~ines that .the imperfection of the same is not of sufficient magnitude or importance to make the Work dangerous or undesirable, or if the remova} of such work.. is impractical or will create conditions which are dangerous or w~desirable, the Engineer may retain such work- instead of requiring the imperfect work to be removed and reconstructed. and make such deductions therefore in the payments due or to become due the Contractor as are just and reasonable. GP-l P.37f7 5. Storage or Disposal of Material Outside the Public Right of Way. if the Contractor stores or disposes of material outside of the public right of way, and the City has not made arrangement for storage or disposal of the material, the Contractor shall lust obtain written authorization from the property owner on whose property the storage or disposal is to be made and the Contractor shall file with the Engineer the authorization or a certified copy thereof together with a written release from the properly owner absolving the City from any and all responsibility in connection with the storage or disposal of material on the property. Contractor must also obtain ary necessary permits, licenses and environmental clearances to store or dispose of material on private property. Before any material is stored or disposed of on private property, the („ontracior shall obtain written permission ]rom the Engineer to store or dispose of the material at the location designated in the authorization. if the Contractor elects to store or dispose of material subject to this paragraph, the Contractor shall pay those charges that are provided for in the agreement bet~Neen the owner and the Contractor. Where the City has made arrangements with owners of land in the vicinity of a project for the storage or disposal of materials on a private owner's property, the arrangements are made solely for the purpose of providing all Bidders an equal opportunity to store or dispose of the materials on the property. Bidders or Contractors may, upon written request inspect the documents evidencing the arrangements between property owners and the City. The Contractor may; if the Contractor so elects, exercise any rights that have been obtainedl. if the Contractor elects to store or dispose of materials on private property subject to this paragraph; the use of the private property shall be subject to the terms, conditions; and limitations of the arrangement made between the property owner and the City and the Contractor shall pay those charges that are provided for in the arrangement made by the City with the property owner; and deductions will be i;~ade from any moneys due or that .may become due the Contractor under the Contract sufficient to cover the charges for the material stored or disposed of. When material is stored or disposed of as provided in this section; and the storage or disposal location is visible from public view, the Contractor shall store or dispose of the material in a neat and uniform manner to the satisfaction of the Engineer. Material storage as used in this section also includes vehicle parking. 6. Construction and Demolition Waste Management Plan (WMP). 7,he City is mandated by the State of California to divert 50% of all solid waste from landfills either by reusing or recycling. To help meet this goal; a City ordinance requires completion of a solid waste management plan (WMP) for covered building and public works projects. The WMP shall identify how at least 50% on non-inert project waste materials and l 00% inert materials (50/] 00) will be diverted from the landfill through recycling; reuse and/or salvage. ">-'he Contractor shall submit and implement an approved WMP as indicated in the Special Provisions. G P- l 6P. 3 8~ SECTION VII LEGAL RELATIONS AND RESPONSIBII~ITY 1. Laws to be Observed. The Contractor shall stay fully infon~~ed of all existing and future State and National Laws, including al} provisions of Section 1776 of the Labor Code; and Municipal Ordinances and Regulations which in any mam~er affect those engaged or employed in the Work, or the materials used in the Work, or which in any way affect the conduct of t1-ie Work; and of all such orders and decrees of bodies or tribunals having any jw-isdiction or authority over the same. He shall at all times observe and comply with all such existing and future laws; ordinances, regulations, orders and decrees. In addition. the Contractor shall meet all standards of the State and Federal Government for air; ~~~ater and noise pollution. The Contractor shall inform the City of the location of the records enumerated under Section ] 776(a) of the Labor Code. including the street address. city and county, and shall within five working days. provide a notice of a change of location and address. if there is any conflict between these specifcation and provisions a;;d any ]aws or regulations. the matter shall be brought to the attention of the Engineer irrnnediately. All neeessa~y permits or approvals from any involved agency shall be obtained by the Contractor before any work is started. 2. Trench Safet and Differing Subsurface Conditions. a. Exca~%ation More Than Four Feet Deep. h~ accordance with California Public Contract Code Section "7104. if work involves excavation more than four feet deep; tl;e Contractor ~~~ust promptly ~~otify tl;e City in writing before any of the folio«~ing are distw-bed: any material that t1~e Contractor believes may be material that is hazardous waste. as defined in Section 25l l7 of the Health and Safety Code. that is ree~uired to be removed to a Class 1. Glass ll. or Class l11 disposal site in accordance with provisions of existing law: any subsurface or latent physical conditions at the work site different from those indicated; or any unknown physical conditions at the work site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents. The City will promptly investigate any such conditions for which notice is given. if the City finds that the conditions do materially differ.. or do involve hazardous waste, and cause a decrease or increase in the cost or time of performance of the Work.. the City will issue a change order pursuant to Section lV-4; "City Directed Change Orders" of these General Provisions. if a dispute arises bet~~~een the City and the Contractor concerning whether the conditions materially differ. or involve hazardous ~~~aste; or cause a decrease or increase in the cost or time of performance; the Contractor shall not be excused from any completion date provided in the Contract Docw~~ents. but shall proceed with all work to be performed under the Contract Documents. The Contractor shall retain any and all rights provided either by contract or by )aw pertaining to the resolution of disputes and protests between the contracting parties. b. Excavation of Five Feet or More. h~ accordance with California Labor Code Section 6705. if this contract exceeds $25.000 in cost and involves excavation five GF-17.3917 or more feet deep must submit for the City's acceptance, prior to excavation, a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. No trench safety plan shall be less effective than that required by the Construction Safety Orders and ocher mandates of the Division of Occupational Safety and Health. If the plan varies from the shoring system standards established by the Construction Safety Orders and other applicable mandates; it must be prepared by a licensed civil or structural engineer. Acceptance by the City of the detailed trench safety plans submitted is only an acknowledgement of the submission and does not constitute review or approval of the designs; design assumptions; criteria; completeness, applicability to areas of intended use. or implementation of the trench safety plans, which are solely the responsibility of the Contractor and the Contractor's Licensed Engineer. 3. Hours of Labor. The Contractor shall forfeit, as penalty to the City of South San Francisco, fifty dollars ($50) for each worker employed in the execution of the contract by the Contractor or by any subcontractor under the Contractor for each calendar day during which any worker is required or per-,;,itted to labor more than eight (8) hours in violation of the provisions of the Labor Code and in particular; Section 18l 0 to Section ] 81.6 thereof inclusive. 4. Review of Per Diem Rates. Reference is hereby made to the prevailing rate of per diem wages adopted by the City Council of the City of South San Francisco in accordance with Labor Code Sectiom ] 770 et seq.; copies of which are on file in the office of the City Clerk and the Off ce of the Engineer; City Hall; South San Francisco, California, and available for inspection by interested parties. If a petition is filed in accordance with Labor Code Section 1773.4 calling for a review of the rates as so established, the closing rate for the submission of bids or the star) of work, whichever is applicable shall be extended as in such section provided; and the determination made by the Director of Industrial Relations shall be deemed inc)uded in the contract for this Work. 5. Prevailine Wage. The wages to be paid for a day's work to all classes of laborers, workmen; or mechanics on the work contemplated by this contract; shall be not less than the prevailing rate for .a days work in the same trade or occupation in the locality within the state where the ~~rork hereby contemplates to be performed as determined by the Director of lndustria] Relations pursuant to the Director's authority under Labor Code Section 1770 et seq. Each laborer; worker or mechanic employed by a Contractor or by any subcontractor shall receive the wages herein provided for. The Contractor shall pay fifty dollars ($50) per day penalty for each worker paid less than prevailing rate of per diem wages. The difference between the prevailing rate of per diem wages and the wage paid to each worker shall be paid by the Contractor to each worker. The City will not recognize any claim for additional compensation because of the payment by the Contractor for any wage rate in excess of prevailing wage rate set forth in the contract. The possibility of wage increases is one of the elements to be considered by the Contractor in determining, the Contractors bid, and will not; under any circumstances be considered as the basis of a claimm against the City on the contract. GP-18 P.40' NOTE: An en-or on the part of an awarding body does not relieve the Contractor from responsibility for payment of the prevailing rate of per diem wages and penalties pursuant to Labor Code Sections l 770-] 775. a. Posting of Schedule of Prevaili~;g Wage Pates and Deductions. if the schedule of prevailing wage rates is not attached hereto pw-scant to Labor Code Section 1773.2, the Contractor shall post at appropriate conspicuous points at the site of the project a schedule showing all determined prevailing wage rates for the various classes of laborers and mechanics to be engaged in work on the project under this contract and all deductions. if any, required by law to be made from unpaid wages actually earned by the laborers and mechanics so engaged. b. Payroll Records. Each Contractor and subcontractor shall keep an accw-ate payroll record; showing the name; address, social security number, work week- and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the Contractor in connection with the public work. Such records shall be ce~lifies and submitted weekly as required by Section 7-1.OlA(3)_ "Labor Code Requirements" of the Standard Specifications and as required by Labor Code Section 1776. 6. Registration of Contractors. Before submiriing bids; Contractors shall be licensed in accordance with the provisions of the State Contractors' License La~~~. Business and Professions Code 7000 et seq.. as a3mended. 7. Permits and Licenses. The Contractor shall procure all permits and licenses. pay all charges and fees, a;;d give: all notices necessary and incidental to the due and lawful prosecutio~~ of the Work. A City of South San Francisco Business License will be required before the contract is signed b_y the Ciry. 8. Patents. The Contractor shall asswne all costs arising tiom the use of patented materials- equipme~~t, services, or processes used on or incorporated in the Work and agrees to indemnil}~ and save harmless the City of South San Francisco- the City Council, and the Engineer, and their duly authorized representatives, for all suits at la~~%, or actions of every nature for. or on account of the use of any patented zmaterials, equipment- services. or processes. 9. Contractor's Field Office. a. The Contractor au~d the Contractor's subcontractors may maintain such office facilities within or near the project area as are necessary for the proper conduct of the Work. The locations for such office facilities shall be as approved by the Engineer. Before or dw-ing this contract.. should the Contractor desire a new or different location. he shall apply to the Engineer for the cha~~~ge of locations and shall only make such change with the approval of the Engineer. All office facilities used by the Contractor and/or its privities must conform to al] applicable codes. ordinances and regulations. The cost of such facilities ~~~ill be paid fi-om and included in the Contact Price. b. The City and its authorized representatives will at all reasonable times while such office facilities are located at the work site (including; at a minimum.. all times during which the Work is performed), have access to any such work site office facilities used by the GP-1'P.4 ll7 Contractor and/or its privities. With respect to the right of access of the City and its authorized representatives, neither the Contractor nor its privities ~.vill have a reasonable expectation of privacy pursuant to the Fourth Amendment to the United States Constitution or other applicable law concerning such Work site off ce facilities used by the Contractor and/or its privities. ~JVithout excerption, any and all Project related materials located at such work site facilities will be deemed at all times to be City property subject to inspection and copying by the City and its authorized representatives at all reasonable times while such facilities are located at the work site (including at a minimum. all times during which the Work is performed). flny interference by the Contractor or its privities with the City~s rights of access and/or ownership pursuant to this section will constitute a material breach of the Contract subject to any and all remedies available pursuant to the Contract Documents and at law and equity. l0. Utilities. The location in public streets of pipes, conduits and other underground facilities of the public utility companies and of the Ciiy may not be indicated on the plans. Bidders are instructed to apply to companies and Cily departments concerned for any inforn~ation, which may be needed concerning utilities. l 1. Contractor Cooperation & Coordination. The Contractor is advised that other construction and mai~~tenance work may be performed by local utility companies. the City and/or their contractors in the project area concurrent with work perforn~ed wider this contract. The Contractor shall be responsible for contacting the various utility companies to ascertain the times when such other work will occur and schedule the Contractor s ~~.~ork in coordination with others such that no delays shall occur in the Contractors work schedule or in others who are working in the area. Failure on the Contractor's part to coordinate with others in overlapping work areas, shall not be the basis for any claims against the City, additional compensation ror extension of time. 7n addition, the Contractor shall be solely responsible for any claims made against the City by others as a result of the Contractor's lack of coordination. This shall include businesses and 'Homeowner's adjacent to the project area. l2. Public Convenience. The Contractor shall so conduct the Contractor's operations as to cause the ]east possible obstruction and inconvenience to public traffic. Where work is being done on existing public roads or streets. and no detours are available, all traffic shall be permitted to pass through the work v`~ith as little inconvenience and delay as possible. Due to the need to accommodate and minimize inconvenience to the public, unless expressly specified or approved in writing by the Engineer; no road closures will be permitted. Public vehicular and pedestrian traffic must be allowed to travel through the work area with an absolute minimum of interruption or impedance unless otherwise provided for in writing by the Engineer. The Contractor must make provisions for the safe passage of pedestrians around the area of work at all times. Residents affected by construction must be provided passage and access through the work area to the maximum extent possible. Where existing driveways occw- on the street, the Contractor must make provisions for the trench crossings at these points.. either by means of backfi)l or by temporary bridges acceptable to the Engineer. so that the length of shut-down of any driveway is kept to a minimum. In addition. all driveways GP-2CP.4 27 must be accessible at the beginning and end of each work day_ and no driveway or property access may be closed for more than four (4) hours during the ~~~ork day. Access to driveways, houses, and buildings along the road or street must be as convenient as possible and well maintained, and all temporary crossings must be maintained in good condition. To minimize the need for and complexity of detours. not more iha~3 one crossing or street intersection or road may be closed at any one time without the written approval of the Engineer. Except as otherwise provided by the Engineer. the stockpiling or storing of material in City streets or right of ways shall be prohibited. Where the contractor has received Engineer approval; all such materials must be piled or stored in a manner that will not obstruct sidewalks; driveways; or pedestrian crossings. Gutters and drainage channels must be kept clear and unobstructed at all times. A11 such materials steal] be stored and handled in a manner that protects City streets; sidewalks. or other facilities fiom damage. `Throughout performance of the Work. the Contactor must construct and adequately maintain suitable and safe crossings over U~enches and such detours as are necessary to care for the public and private trai~ic at all times including Saturdays.. Sundays, and holidays. ~'Vater shall be applied as directed the Engineer for the prevention of dust nuisance in connection with public convenience. No additional payment will be made for applying water for the prevention of dust. The Contractor shall be responsible for keeping all emergency services. il~cluding the South San Francisco police and fire departments informed of~ obstructions to. or detours around a~.y public or .private roads caused by reasons of the Contractor`s operators "The Cont-acior must comply with the State of California, Department of Transportation Manual of warning signs, lights; and devices for use and performance of work within the jab site. No work shall begin before 7:00 a.m. nor continue after 5:00 p.m- Monday through Friday, nor shall any work be done on weekends or holidays observed by the City of South San Francisco unless approved in advance by the Engineer- The fact that rain or otl-~er causes, either within or beyond the control of the Contractor, may force suspension or delay of the Work. shall in no way relieve the Contractor of Contractor's responsibility of maintaining traffic through the Project and providing local access as specified in this section. The Contractor must. at all times. keep on the job such materials, force. and equipment as may be necessary to keep roads. streets and driveways within the Project open to traffic and in good repair and shall expedite the passage of such traffic.. using such force and equipment as may be necessary. Full compensation for furnishing all labor, materials. tools and equipment and doing. a]1 the work involved in this item of work as above specified. shall be considered GP-2 P. 4 317 as included in the prices paid for the various contract items of work and no additional compensation wilt be made therefore. } 3. Public Safety. The Contractor shall furnish, erect, and maintain such fences, barriers, lights, signs and watchmen as are necessary to give adequate warning to the public at al) times that the Work is under construction and of any dangerous conditions to be encountered as a result thereof At any and all points along the Work ~~~here the nature of construction operations in progress and the Contractor's equipment and machinery in use is of such character as to endanger passing traffic, the Contractor shall provide such lights and signs and station such guards as may appear necessary to prevent accidents and avoid damage or injury to passing traffic. No material or equipment shall be stored where it will interfere with the free and safe passage of public traffic. At the end of each days work and at other times when construction operations are suspended for any reason, the Contractor shall remove all equipment and other obstructions from that po~~tion of the roadway open for use by public traffic. Full compensation for furnishing all labor; materials, tools and equipment and doing all the work involved in this item of work as above specified, shall be considered as included in the prices paid for the various contract items of work and no additional compensation will be made therefore- Should the Contractor fail to provide public safety as specified, or if, in the opinion of the Engineer, the warning devices furnished by the Contractor are not adequate, the City may place any warning lights cr barricades or take any necessary action to protect or warn the public of any dangerous condition connected with the Contractor's operations and the Contractor will be liable to the City for_ and the City may deduct from amounts due or that may become due the Contractor under the Contract; all costs incurred including, but not limited to, administrative costs. Nothing in this section will be construed to impose tort liability on the City or Engineer. l4. Preservation of Property. Roadside trees and shrubbery that are not to be removed, and pole lines, fences; signs, survey markers and monuments; buildings and structures. conduits, pipe lines under or above ground, sewer and water lines. all street facilities; and any other improvements or facilities within or adjacent to the Work shall be protected from injury or damage. ]f such objects are injured or damaged by reason of the Contractor's operations; they shall be replaced or restored, at the Contractor's expense, to a condition as good as when the Contractor entered upon the Work or as good as required by the specifications accompanying the contract; if any such objects are a part of the Work being performed under the contract. The Contractor shall examine all bridges, culverts and other structures on or near the Work, over which he will move the Contractor's materials and equipment, and before using them, the Contractor shall properly strengthen such structures; where necessary. The Contractor will be held responsible for any and all injury or damage to such structures caused by reason of the Contractor's operations. GP-22P.447 The fact that any such pipe or other underground facility is not shown upon the plans shall not relieve the Contractor of the Contractor's responsibility under this article. It shall be the Contractors' responsibility to ascertain the existence of any undergrow~d improvements or facilities; which may be subject to damage by reason of the Contractor's operations, and if ii is necessary to lower such underground facility or encase it to protect it from damage, it shall be done at the Contractor's expense- ] 5- Responsibility for Damage. The City of South San Francisco. the City Council or the Engineer shall not be answerable or accountable in any manner, for any loss or damage that may happen to the Work or any part thereof; or for any of the materials or other things used ~or employed in performing the Work; or for injury or damage to any person or persons; either workmen or the public; or for damage to adjoining property from any cause whatsoever during the progress of the Work or at any time before final acceptance. l6. Contractor's h~demnities. a. The Contractor will take all responsibility for the Work, and will bear all losses and damages directly or indirectly resulting to the Contractor, any subcontractors engaged in performance of the VJo..k, the City, its officials.. officers, employees, agents; volunteers and consultants; and to third parties on account of the performance or character of the Work, unforeseen difficulties, accidents. or occun-ences of other causes predicated on active or passive negligence of the Contractor or of any subcontractor engaged in performance of the Work. To the fullest extent permitted by law the Contractor will indemnify.. defend and hold harmless the City. its officials_ officers. employees, agents, volunteers and consultants from and against any or all loss. liability. expense., claims; cents (including costs of defense); suits.. and damages of every kind, nature and description (including., but not ]i~mited to, penalties resulting ]tom exposure to hazards in violation cf the California Labor Code) directly or indirectly arising front the performance of the Work ("Claims"). b. The Contractor will indemnify, defend and hold harmless the City, the City's officials, officers; employees, volw~teers; agents and the Engineer and Architect for all liability on account of any patent rights.. copyrights, trade names or other intellectual property rights that may apply to the Contractor's performance of the Work- The Contractor will pay alJ royalties or other charges as a result of intellectual properly rights that may apply to methods; types of consU-uction, processes, materials, or equipment used in the perforn-iance of the Work. and will fw-Wish written assurance satisfactory to the City that any such charges have been paid. c. The Contractor assumes all liability for any accident or accidents resulting to any person or property as a result of inadequate protective devices for the prevention of accidents in com~ection with the performance of the Work. The Contractor will indemnify, defend. and hold harmless the City and its officials, officers.. employees. agents, volunteers and consultants from such liability. d. Approval of the Contractors certificates of insw-ance and/or endorsements does not relieve the Contractor of liability under this provision. The Contractor will defend. with legal counsel reasonably acceptable to the City. any action or actions fi)ed in GP-2_P.4 547 connection with any Claims and will pay all related costs and expenses; including attorney's fees incurred. 7-he Contractor will promptly pay any judgment rendered against the City, its officials. officers, employees.. agents. volunteers or consultants for any Claims. In the event the City, its officials. officers. employees, agents, volunteers or consultants is made a party to any aetion~ or proceeding tiled or prosecuted against Contractor for any Claims. Contractor agrees to pay the City., its officials; officers, employees, agents; volw~teers and consultants any and all costs and expenses incurred in such action or proceeding, inc]ud;ing but not limited to. reasonable attorneys' fees. e. The Contractor v~ill indemnify, hold harmless and defend with legal counsel reasonably acceptable to the City the City and its officials, ol~icers. employees, agents and volunteers from and against any and all Claims related to damage to surface or w~derground facilities caused by the Contractor or any of the Contractor's privities or agents. f. "The Contractor will indemnify; hold harmless and defend with legal counsel reasonably acceptable to the City the City and its ofiiciats, officers. employees, agents and volunteers from and against any and all Claims; including any fines or other penalties, related to failure of they Contractor and/or privities or agents of the Contractor to comply with the requirements of the State of Californians National Pollution Discharge Elimination System General Permit or to implement the project specific Storm Water Pollution Protection Plan (SWPPP) in accordance with the Technical Specifications. The City may withhold from amounts due or that may become due the Contractor under this Contract amounts that equal or are estimated to equal the amount of Claims, including fines, resulting from failure of the Contractor and/or privities or agents of the Contractor to comply with the requirements of the General Permit. or to implement the SWPPP in accordance with the Technical Specifications. g. ]n accordance with California Civil Code Section 2782(a), nothing in the Contract will be construed to indemnify the City for its sole negligence; willful misconduct, or for defects in design furnished by City. In accordance with California Civil Code Section 2782(b), nothing in the Contract will be construed to impose on the Contractor or to relieve the City from liability for the City-s active negligence. By execution of the Contract Documents the Contractor acknowledges and agrees that the Contractor has read and understands the insurance and indemnity requirements of the Contract Documents; which are material elements of consideration. l7. Contractor's Responsibility for Work. L-xcept as provided above, until the formal acceptance of the Work by the City, the Contractor shall have the charge and care thereof and shall bear the risk of injury or damage to any part thereof by the action of the elements or from any other cause, whether arising from the execution or from the non-execution of the Work. The Contractor shall rebuild. repair. restore, and make good all injuries or damages to any portion of the Work occasioned by any of the above caused before its completion and acceptance and shall bear the expense thereof. except for such injuries or damages as are directly and proximately caused by acts of the Federal Government or the public enemy. In case of suspension of work from any cause whatever. the Contractor shall be responsible for the work as above specified and he shall also be responsible for all GP-24P.4 6~ materials delivered to the Work including materials for which he has received partial payment. l 8. Portion of the Work. Which May be Placed in Service. If desired by the City of South San Francisco., the Wor):, as completed; may be placed in sewice- The Contractor shat) give proper access to the Work for this pw-pose but such use and operations shall not constitute an acceptance of the Work. and the Contractor shall remain liable for defects due to faulty construction_ material and/or ~%orkmanship. l9. No Personal Liabih~t>>. Neither the Engineer nor the City Council, nor any other officer or authorized assistant or agent shall be personally responsible for any liability arising under the contract. 20. No Abrogation of_ Codes_ Standards. Laws and Ordinances. The Contractor and all subcontractors engaged in the perfom~ance of~ the Work must confom~ to the following specific rules and regulations as well as all other laws, ordinances, rules and regulations that apply to the Work- Nothing. in the General Provisions or plans is to be constT-ued to permit Work not confo~z»ing to these codes: • National Electricaa Safety Code, U. S. Department of Commerce National Board of Fire Under~~~riters' Regulations California Building Standards Code as adopted by the City Manual of Accident Prevention in Constriction. latest edition. published by A.G.C. of America h~dustrial Accider.~t Com~~~ission's Safet}~ Orders. State of California a Regulations of tl-~e State Fire Marshall (Title I9, Califon~ia Code of Regulations) and Applicable Local Fire Safety Codes • Labor Code of the State of California -Division 2; Part 7, Public Works and Public Agencies. 2l. Guarant}~. Unless specified otherwise, the Contractor guarantees all of the Work for one year from the date the City accepts the Worl<. Upon receiving written notice of a need for repairs which are directly attributable to defective materials or workmanship the Contractor must make good any defects arising or discovered in any part of the Work by diligently conv»encing the necessary repairs within seven (7) days from the date of notice from the City. If the Contractor fails to make good any defects in the Work in accordance with this provision, in addition to any other available reined}~ wider the Contract or at law or eduity, the City may make good or have made good such defects in the Work and deduct the cost from amounts that may be due or become due tl~~e Contractor. and/or call on the Contractor's maintenance bond for the cost of making good such defects and for the City-s reasonable legal costs, if any, of recovering against the bond. The Contractor will remain responsible for repairing any Work found to be defective regardless of when such defect is discovered by the City. GP-2P.47~7 Contractor shall file with City a corporate surety bond in the sum of ten percent (l0%) of the final contract price (including all change orders for extra work securing this guaranty to City, and said bond shall be filed at the time final acceptance of this Work is requested. Should Contractor not file said bond as required herein, City may retain the remaining ter. percent (10%) of the contract price as a cash bond for said one (l) year period. Should Contractor within a reasonable time after demand made fail to make any and all such repairs or replacements, City may undertake said repairs and replacements with its own forces or through contract, and Contractor shall reimburse City for any and all costs of said repairs or replacements, even if said cost eYCeed the principal sum of the corporate surety bond which is security for the performance of this guaranty. Contractor and the Contractor's surety may provide the aforegoing guaranty in the original performance bond. 22. General Safety Re~c uirements. a. In accordance with generally accepted construction practices and applicable law, the Contractor will be solely and completely responsible for conditions of the work site; including safety of al] persons and property during performance of the Work. This requirement will apply continuously and not be limited to normal working hours. For purposes of California Labor Code Section 6400 and related provisions of law, the Contractor and the Contractor's privities and any other entities engaged in the performance of the Work will be "employers' responsible for furnishing employment and a place of employment that is safe and healthful for the employees, if any ; of such entities engaged in the performance of the Work. Neither the City nor its officials, officers, employees, agents, volunteers or consultants will be "employers" pursuant to California Labor Code Section 6400 and related provisions of law with respect to the Contractor. the Contractor's privities or other entities engaged in the performance of the Work. The Contractor agrees that neither the City; the Architect nor the Engineer will be responsible for having hazards corrected and/or removed at the work site. The Contractor agrees that the City will not be responsible for taking steps to protect the Contractor's employees from such hazards, or for instructing the Contractor's employees to recognize such hazards or to avoid the associated dangers. The Contractor agrees with respect to the Work and the Work site, the Contractor will be responsible for not creating hazards and for having hazards corrected and/or removed. for taking appropriate, feasible steps to protect the Contractor's employees from such hazards and that the Contractor has instructed and/or will instruct its employees to recognize such hazards and how to avoid the associated dangers. b. Review and inspection by the City, the Engineer, the Architect or Engineer; and/or other representatives of the City of the Contractor's performance of the Work will not constitute review of the adequacy of the Contractor's safely measures in. on, or near the Work site. Such reviews and inspections do not relieve the Contractor of any of the Contractor's obligations under the Contract Documents and applicable law to ensure that the work site is maintained and the Work is performed in a safe manner. c. The Contractor will be solely responsible for the implementation and maintenance of safety programs to ensure that the work site is maintained and the Work is performed in a safe manner in accordance with the Contract Documents and applicable law. GP-26P.4 87 d. The Contractor must furnish and place proper guards and systems for the prevention of accidents; including, but not limited to, those systems required pursuant 10 Title 8, Section 1670 and Following of the California Code of Regulations concerning safe±y belts and nets. The Contractor must provide and maintain a;;y other necessary systems or devices required to secure safety of rife or property at the work sire in accordance with accepted standards of the industry and applicable law. 7~he Contractor must maintain dw-ing all night hom-s sufficient lights to prevent accident or damage to ]tie cr property. 23. Fair Employment_Provision. The Contractor will not willfi~lly discriminate against any employee or applicant for employment because of race-, color- religion., ancestr~~ or national origin. The Contractor will take affirmative action to insure that applicants are employed, and that employees are treated during employment, without regard to their race, color; religion, ancestry or national origin. Such action shall include; but not be limited to_ the following: employment, upgrading; demotion or transfer, recruitment or recruitment advertising; layoff or te»»ination: rates of pay or other forms of compensation:. and selection for training- including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment; notices to be provided by the awarding authority setting forth the provisions of tlvs fair employment practices section. 24. Employment of Apprentices. Attention is directed to the provisions in Sections ] 777.5 (Chapter l X11 l , Statutes of ] 9681 and l 777.8 of the Labor Code concerning the employment of apprentices by the Contractor or any subcontractor under the Contractor. Section 1777.5. as amended, required the Contractor or subcont; actor employing tradesmen in any apprentic.eable occupation to apply to the joint apprenticeship committee nearest the site of the public works project a~ad which administers the appre~;ticeship program in that trade for a certificate of approval. The certificate ~,vill also tix the ratio of apprentices to journeymen that will be used in the performance of the contract. The ratio of apprentices to journeymen in such cases shall not be less than one to five (l :5) except: a. When unemployment in the area of coverage by the joint apprenticeship committee has exceeded an average of fifteen percent (15%) in the ninety (90) days prior to the request for certificate, or b. When the numbea- of apprentices in training in the area exceeds a ratio of one to five (1:5), or c. When the U-ade can show that it is replacing. at least l /30 of its membership through apprenticeship training on an am~ual basis statewide or locally. or d. When the Contractor provided evidence that he employs registered apprentices on all of the Contractor's contracts on an annual average of not less than one apprentice to eight journeymen. The Contractor is required to make contributions to funds established for the administration of apprenticeship programs if he employs registered apprentices or GP-2 .P.4 97 journeymen in any apprenticeable trade on such contracts and if other Contractors on the public works site are making such contributions. The Contractor an<i any subcontractor under the Contractor shall comply with the requirements of Sections 1777.5 and ] 777.6 in the emplcyment of apprentices. Information relative to apprenticeship standards; wage schedules, and other requirements may be obtained from the Director of Industrial Relations, ex-officio the Administrator of Apprenticeship; San Francisco, California, or from the Division of Apprenticeship Standards and its branch offices. GP-28P.50~ SECTION VIII PROSECUTION AND PROGRESS 1. Subcon_Uaciin No subcontractor will be recognized as such, and all persons engaged in the Work or construction will be considered as employees of the Contractor and he will be held responsible for their work, which shall be subject to the provisions of the contract and specifications. The Contractor shall give the Contractor's personal attention to the fulfilln~~ent of the contract and shall keep the Work under the Contractor's control. The Contractor shall be responsible for the Contractor's own and subcontractors' compliance with Section l 777.5 of the Labor Code regarding apprenticeable occupations as in said section provided. Any Contractor willfully failing to comply with this section shall be denied the right to bid on a public works contract for a period of six (6) months i~-om the date the detern~ination is made. Where a portion of tl~e Work, which has been subcontracted by the Contractor, has not been prosecuted in a manner satisfactory to the :Engineer, the subcontractor shall be removed immediately on t1-~e requisition of the. Engineer a;,d shall not again be employed on the Work. 2. Asst nment. The performance of the contract nay not be assigned except upon the written consent of the City. Consent will not be given to any proposed assig~mment.. which would relieve the orig,inaL Contractor or the Contractors sw-ety of their respo?~sibilities under the contract nor will the City consent to any assig~iment of a part of tl;e Work under the contract. 3. Time of Completion and Statement of Working Days. ~ he Contractor shall complete all or any designated portion of the work tailed for under the contract in all parts and requirements ~~~ithin the time set forth in the Special Provisions. Determination that a day is anon-working day 6y reason of inclement weather or conditions resulting immediate]}~ therefrom, shall be made by the Engineer. The Engineer will furnish the Contractor a monthly statement showing the number of ~~~orking days charged to the contract for the preceding month; the number of working days of time extensions being considered or approved; the number of working days originally specified for the completion of the contract and the number of working days remaining to complete the contract and the extended date for completion thereof; except ~~~hen working days are ~~~ot being charged in conformance with the provisions m Section Vlll-6., "Temporary Suspension of Work" of these General Provisions. The Contractor will be allowed l5 days from the issuance of the monthly statement of working days in which to file a written protest setting forth in ~~,~hat respects the Contractor differs from the Engineer; otherwise. the decision of the Engineer shall be deemed to have been accepted b~~ the Conti-actor as correct. GP-2P.5147 4. Pro ress of the Work and Time of Completion_ The Contractor shall begin work upon receipt of the Notice to Proceed. However, the Contractor shall begin work no earlier than the ttiventy-first (2 ] st) day after the commencement of the advertisement of the call for bids. 5. Character of Workers. If any subcontractor or person employed by the Contractor shall fail or refuse to carry out the direction of the Engineer or shall appear to the Engineer to be incompetent or to act in a disorderly or improper manner. he shall be discharged immmediately on the requisition of the Engineer, and such person shall rot again be employed on the Work. 6. Temporary Suspension of Work The Engineer shall have the authority to suspend the Work wholly or in pari; for such period as he may seem necessary. due to unsuitable weather, or to such other conditions as are considered unfavorable prosecutioc; of the Work. or for such time as he may seem necessary due to the failure on the part of the Contractor to carry out orders given. or to perform any provision of the contract. 'The Contractor shall immediately comply with the written order of the Engineer to suspend work wholly or in part. The Work shall be resumed when conditions are favorable and methods are corrected, as ordered or approved in writing by the Engineer. 7. No Contractor Damages for Avoidable Delays. All delays in the Work that might have been avoided by the exercise of care, prudence, foresight and diligence of the Contractor or any privities of the Contractor will be deemed avoidable delays. Delays in the Work that may be unavoidable but that do not necessarily affect other portions of the Work or prevent completion of all work within the Time for Completion; including; but not limited to, reasonable delays in Engineer approval of shop drawings, placement of construction survey stakes, measurements and inspection, and such interruption as ;may occur in prosecution of the Wank due to reasonable interference of other contractors of the City, will be deemed avoidable delays. The Contractor will not be awarded a change in the Project schedule, the Time for Completion, and/or additional compensation in excess of the contract price for avoidable delays. 8. Impact of Unavoidable Delays. A11 delays in the Work that result from causes beyond the control of the Contractor and that the Contractor could not have avoided through exercise of care, prudence, foresight. and diligence will be deemed unavoidable delays. Orders issued by the City changing the amount of Work to be done. the quantity of materials to be :Furnished, or the manner in which the Work is to be prosecuted; and w~foreseen delays in the prosecution of the Work due to causes beyond the Contractor's control. such as strikes, lockouts, labor disturbances. fires.. epidemics, earthquakes, acts of God, neglect by utility owners or other contractors that are not privities of the Contractor will be deemed unavoidable delays to the extent they actually delay the Contractor's completion of the Work. The Contractor will be awarded a change in the Project schedule, the Time for Completion; and/or additional compensation in excess of the contract price for unavoidable delays to (he extent such delays actually delay the Contractor's completion of the Work and/or result in the Contractor incurring additiona) costs in excess of the Contract Price. Delay due to normal; adverse weather conditions will not be deemed unavoidable. The Contractor should understand that normal adverse weather conditions are to be GP-30P. 5 27 expected and plan the Work accordingly, such as by incorporating into the Project Schedule normal, adverse weather delays as reflected in historical data of the National Oceanic and Atmospheric Administration of the U.S. Department of Commerce for the weather station most applicable to the Work site. 9. No Contractor Damages for Contractor Caused llleJay_ Contractor will not be entitled to additional compensation for extended field or home office overhead. field supervision. costs of capital, interest, escalation charges, acceleration costs or other impacts for any delays to the extent such delays are caused by the failw-e of the Contractor or any subcontractor or ocher entity engaged in performance of ti7e Work to perform the Work in accordance with the Contract Docwments. l0. No Contractor 1;Uama>;es for Delay Not Caused Tay the City. Delay Contemplated by the Parties., or_ot her Reasonable De1aZ Contractor will not be entitled to damages for delay to the Wor><: caused by the follo~~~ing. which the City and Contractor agree will be deemed for purposes of California Public Contract Code Section 7102 either not caused by the City, and/or within the contemplation of the City and tl;e Contractor. and/or reasonable under the circumstances: Exercise of the City's right to sequence the Work in a manner that ~~~ould avoid disruption to the City and other contractors based on: the failure of tine Contractor or any subcontractor or other entity engaged in the performa~~~ce of the y~~ork to perforn-~ the ~Uork in accordance with the Contract Documents. enforcement by the City or any other governmental agency of competent jurisdiction of any government act or regulation, or enforcement by the City of any provisions of the Contract. Requests for clarification or information concerning the Contract Docwments or proposed change orders or modifications to the Contract Documents. including extensive andior nwmerous such requests fGr clarification or information or .proposed change orders or modifications, provided such clarifications or information or proposed change orders or modif cations are processed by the City or its representatives in a reasonable time in accordance with the Contract Do~cwments. l 1. Delays Caused l?~~~ the City and/or lts Privities. Delay caused by the City and/or other contractors of the City will be deemed unavoidable delays. Zither the City or the Contractor may propose a change in the Time for Completion and/or the Project Schedule for delays that are purported to be caused by the City and/or its privities and that are not reasonable wider the circumstances involved and/or that are not ~~~ithin the contemplation of the City and the Contractor. Such proposed changes in the Time for Completion will constitute a change order proposal. The City and the Contractor may agree upon pricing for the cost i~~mpacts; if any.. resulting from such delays. if such pricing and/or changes in the Time for Completion and/or the. Project Schedule are in anticipation of impacts that may, but have not yet occw-red, the City will be obligated to pay the Contractor for such anticipated impacts or to award a change in the Time for Completion and/or the Project Schedule in accordance «~ith the Contract and any applicable, approved change orders on]y to the extent the Contractor actually incurs the anticipated impacts. Notwithstanding anything to the contrary. the City and the Contractor may agree to a daily rate or cap or lump sum that ~~~ill apply to the cost impacts.. if any, resulting fi-om delay purportedly caused by the City a~~d/or its privities GP-3P.53~7 subject to this provision. However, if such daily rate or cap or lwnp sum is in anticipation of cost impacts that have not yet occurred, the City will be obligated to pay such daily rate or cap or lump sum only to the extent the Contractor actually incurs such cost impacts. l2. De}ay Claims. V'Jhenever the Contractor claims a delay for which the Time for Completion may be extended, the Contractor must request an extension of time within five (5) days of the start of the delay. The request must be in writing and describe in detail the cause for the delay, and, if possible, the foreseeable extent of the delay. 13. Contractor Coordination of the Work. The City reserves the right to do other work in com~ection with or in the vicinity of the Project by contract or otherwise, and Contractor must at all times conduct the Work so as to impose no hardship on the City, others engaged in the Work or other contractors ~.vorking at the work site. The Contractor will adjust, correct and coordinate the Work with the work of others so that no delays result in the Work or other work at or near the work site. if any part of the Work depends on proper execution or results upon the Work of the City or any other contractor, the Contractor will, before proceeding with such Work, promptly report to the City any apparent discrepancies or defects in such other work. Failure of the Contractor to promptly report any apparent discrepancy or defect will be deemed an acceptance of the City's or other contractor's work as tit and proper. "The Contractor will anticipate the relations of the various trades to the progress of the Work and will ensure that required anchorage or blocking is furnished and set at proper times. Anchorage and blocking necessary for each trade will be part of the Work except where stated otherwise. The Contractor will provide proper facilities at all times for access of the City, the Engineer, Architect; a~;d other authorized City representatives to conveniently examine and inspect the Work. 14. Li uidated Damages. The Contractor shall complete the work called for under the contract in all parts and requirements within the number of working days specified. It is agreed by the parties of the contract that in case all the work called for under the contract is not completed before or upon the expiration of the time limit as set forth in the Agreement for Public }mprovements, damage will be sustained by the City; and that it is and will be impracticable to determine the actual damage which the City will sustain in the event of and by reason of such delay; and it is therefore agreed that the Contractor will pay to the City the sum prescribed in the Special Provisions per working day for each and every working day's delay beyond the time prescribed to complete the Work; and the Contractor agrees to pay such liquidated damages as herein provided. and in case the same are not paid; agrees that the City may deduct the amount thereof from any money due or that may become due the Contractor under the contract. }t is further agreed that in case the work called for under the contract is not finished and completed in all parts and requirements within the time specified, the City GP-32P. 547 shall have the right to extend the time for completion or not, as may seem best to se~-~~e the interest of the City; and if the City decided to extend the time for completion of the contract, it shall further have the right to charge to the Contractor, the Contractor's heirs. assigns, or sureties, and io deduct from the final payment for the Work, all or any part as it may seem proper, of the actual cost of engineering, inspection; superintendence and other overhead expenses which are directly chargeable to the contract and which accrue during the period of such extension, except (hat the cost of final surveys and preparation of final estimate shall not be included in such charges. The Contractor shall not be assessed with liquidated damages nor the cost of Engineering and inspection during any delay in the completion of the Work caused by acts of God or of the public enemy, acts of the City, fire, floods. epidemics. quarantine restrictions, strikes, fi-eight embargoes, and unusually severe weather or delays of subcontractors due to such causes; provided; that the Contractor shall ~a~ithin ten (l0) days from the begim~ing of any sucL delay notify the Engineer in writing of the causes of delay, who shall ascertain the farts and the extent of delay, and the Engineer's findi»g of facts thereon shall be final and conclusive. If the Contractor is delayed by any act of the Engineer or of the City, not contemplated by the contract, the time of completion shall be extended proportionately and the Contractor shall be relieved dw-ing the period of such extension of any claim for liquidated damages; engineering or inspection charges or other penalties. The Contractor sl;all have no claim for any ether compensation for any such delay. IS- Suspension of Contract. If at any lime in the opinion of the Engineer.. the Contractor has failed to supply an adequate working force. or n~atesial of proper quality.. or has failed in any other respect to prosecute the Wcn-k with the diligence and force specified and intended in and by the terms of the contract. notice thereof in writing will be served upon the Contractor. and should he neglect or refuse to provide means for a satisfactory compliance with the contraci_ as directed by the Engineer, within the time specified in such notice, the City in any such case shall have the power to suspend the operation of the contract. Upon receiving notice of such suspension. the Contractor shall discontinue said work or such parts of it as the Engineer may designate. Upon sue-h suspension, the Contractor's control shall terminate and thereupon the City or its duly authorized representative may take possession of alJ or any part of the Contractor's materials,~~tools, equipment and appliances upon the premises, and use the same for the purpose of completing said contract_ and hire such force and buy or rent such additional machinery, tools; appliances, and equipment, and buy such additional materials and supplies at the Contractor's expense as may be necessary for the proper conduct of the Work and for the completion thereof.. or may employ other parties to can-y the contract to completion, employ the necessary worlo~~en, substitute other machinery or materials, and pw-ehase the materials contracted for; in such manner as the Engineer may seem proper; or the City may annul and cancel the contract and re-let the Work or any part ihereof- Any excess of cost arising therefrom over and above the contract price will be charged against the Contractor and the Contractors sureties who will be liable therefore- ]n the event of such suspension; all money due the Contractor or retained wider the terms of this contract shall be forfeited to the City:. but such forfeiture will not release the Contractor or the Contractor's sureties from liability or failure to fulfill the contract. The GP-3:P. 5 5t 7 Contractor and the Contractor's sureties will be credited with the amow~t of money so forfeited toward any excess of cost over and above the contract price; arising from the suspension of the operations of the contract and the completion of the Work by the City as above provided, and the Contractor will be so credited with any surplus remaining after all just claims for such completion have been paid. ]n the determination of the question whether there has been any such noncompliance with the contract as to warrant the suspension or annulment thereof. the decision of the Engineer shall be binding on all parties to the contract. ] 6. Communications. a. A11 notices, demands. requests. instructions. approvals, proposals, and claims must be in writing. b. Any notice to or demand upon the Contractor shall be sufficiently given if delivered at the office of the Contractor stated on the signature page of the Proposal (or at such other office as the Contractor may from time to time designate in writing to the City), or if deposited in the United States mall in a sealed envelope; or delivered with charges prepaid to any telegraph company for transmission, in each case addressed to such office. c. Ali correspondence to the City; related to this contract, including request for payment, shall be addressed to the Engineer. City of South San Francisco P O Box 711, South San Francisco, California 94083, and any notice to or demand upon the City shall be sufficiently given if so delivered or if deposited in the United States mail in a sealed envelope, or to other such representatives of the City to such other address as the Agency may subsequently specify in writing to the Contractor for such purpose. Any such notice shall be deemed to have been given as of the time of actual delivery of (in the case of mailing) when the same should have been received per receipt, or in the case of telegrams; at the tune of actual receipt; as the case may be. l 7. Audit and Examination of Records. The City may examine and audit at no additional cost to the City a)1 books. estimates, records, contracts, documents, bid documents; bid cost data; subcontract job cost reports and other Project related data of the Contractor; subcontractors engaged in performance of the Work, and suppliers providing supplies; equipment and other materials required for the Work, including computations and projections related to bidding, negotiating.. pricing or performing the Work or Contract modifications and other materials concerning the Work, including; but not limited to; Contractor daily logs; in order to evaluate the accw-acy; completeness, and currency of cost; pricing, scheduling and any other project related data. The Contractor will make available all such Project related data at a)1 reasonable times for examination. audit, or reproduction at the Contractor's business office at or near the work site. and at any other location where such Project related data may be kept until three years after final payment under the Contract. Pursuant to California Govervnent Code Section 8546.7. if the amount of public funds to be expended is in excess of $10,000; this Contract will be subject to the examination and audit of the State Auditor. at the request of the City, or as GP-34 P. 5 ~ part of any audit of the City; for a period of three (3) years after final payment under the Contract. l 8. Project Schedule. Within ten (l0) working days after the Notice of Award. the Contractor must deliver to the Engineer a bar cha~~t and critical path method (CPM) schedule detailing the Contractor's intended schedule of work for the entire Project. The schedules must be detailed to clearly show the relative sequence of the items of work, their inter-reiationships_. start and completion dates, float; the critical path, and any ocher item deemed necessary by the Engineer. The schedule rrnast allow for the completion of the entire Work within the time for completion and also conform to the City's milestone deadlines. a. City Review of Schedule. The City may review the Contractor's submitted schedule and may note any exceptions. The Contractor muse con-ect any exceptions noted by the City within live !5) working days of being notified of the exceptions. b. Update of Schedule. After submission of a schedule to which the City has taken no exceptions. the Contractor must submit an updated schedule on a monthly basis or as otherwise specified by the City until completion of the Work. 'The updated schedule must show the progress of work as of the date specified in the updated schedule and its relation to milestone dates. c. Float. ~fhe schedule must show early and late completion dates for each task. The nw»ber of days between these dates will be designated as "Float". Tlie Float will be designated to the Project and will be available to both the City and the Contractor as needed to complete the Worki~n accorda~~ce with the Contract. d. Failure to Submit Schedule. if the Contractor fails to submit schedules within the time periods sped±ied in this section.. or submits a schedule to which the City has taken uncorrected exceptions.. the City may withhold pa_y~~~ents to the Contractor until such schedules are submitted and/or corrected i~1 accordance ~~~ith the Contract Docume~;ts. e. Responsibility for Schedule. The Contractor will be solely and exclusively responsible for creating the schedule and properly updating it. The City may note exceptions to any schedule subn~iitted by the Contractor. Ho~~~ever. the Contractor will be solely responsible for determining the proper method for addressing such exceptions and the City`s review of the schedule will not create scheduling obligations of the City. GP-3P. 5 7~7 SECTION IX MEASiTREMENT AND PAYMENT l . Measurement of 4~luantities. A11 work to be paid for at a contract price per unit of measurement will be measured by the Engineer in accordance with Section 9- l .01; "Measurement of Quantities" of the Standard Specifications. When required by the Engineer, the operator of each vehicle weighed shall obtain a weight or load s]ip from the weigher and deliver said slip to the Engineer at the point of delivery of the material. All loads in vehicles hauled over streets and highways shall be legal loads and no payment will be made for the loads in excess of the legal load limits. Quantities of material wasted or disposed of in a manner not called for under the contract; or rejected loads of material, including material rejected after it has been placed by reason of the failure of the Contractor to conform to the provisions of the contract, or materia) not unloaded from the transporting vehicle. or material placed outside of the lines indicated on the plans or established by the Engineer, or material remaining on hand after completion of the work; will not be paid for and such quantities wiii be deducted from the final total quantities. No compensation will be allowed for hauling and disposing of rejected material. 2. Pro ress Payments. The City once in each month shall cause an estimate in writing to be made by the Engineer of the total amount of work done and the acceptable materials furnished and delivered by the Contractor on the ground and not used, to the time of such estimate; ar,d the value thereof. 'The City shah retain ten percent (10%) of such estimated value of the work done and fifty percent (50%) of the value of the materials so estimated to have been furnished and delivered and unused as aforesaid as part security for the fulfillment of the contract by the Contractor and shall pay monthly to the Contractor, while carrying on the Work, the balance not retained; as aforesaid- after deducting therefrom all previous payments and all sums to be kept or retained under the provisions of the contract. No such estimate or payment sha)1 be required to be made when; in the judgment of the Engineer, the work is not processing in accordance with the provisions of the contract or when in the Eng,ineer's judgment the total value of the work done since the )ast estimate amounts to less than three hundred dollars ($300). No such estimate or payment shall be construed to be an acceptance of any defective work or improper materials. For any monies earned by the Contractor and withheld by the City to ensure the performance of the contract. the Contractor may, at Contractor's request and expense, substitute securities equivalent t~o the amount withheld in the form and manner and subject to the conditions provided in Chapter l3 (commencing with Section 4590), Division 5; Title l of the Government Code of the Staie of California. 3. Scope of Payment. The Contractor shall accept the compensation, as herein provided; in fu 11 payment for furnishing all materials, labor, Tools, and equipment necessary for the completion of the contract; also for loss or damage arising from the nature of the Work, or from the action of the elements; except as hereinbefore provided, or from any unforeseen difficulties which may be encountered during the prosecution of GP-36P.587 the Work until the final acceptance by the City and for all risks of every description coru~ected with the prosecution of the Work; also for all expenses incw-red in the consequence of the suspension or discontinuance of the Work as herein specified; and for completing the work according to the plans and specifications. Neither the payment of any estimate nor of any retained percentage shall relieve the Contractor of any obligation to make good any defective work or material. 4. Stop Notice Retention. The City may at its option and at any time retain out of any amow~ts due the Contractor, sums sufficient to cover claims filed pw-suant to Section 3]79 et seq. of the Civil Code. 5. Pro ress Payment Deductions. The Contractor hereby agrees and acknowledges that progress payn~tents are subject to deduction for failure to comply with certain Contract requirements which include but are not limited to traffic control. cleanliness/daily clean-up, "buttoning-up,'- open ta-enches; environmental compliance- maintaining services; etc. In the event such non-compliance occurs- the City may clue these deficiencies with its own cre~~-s or with other contractors/vendors. The full cost the City incurs to cure these deficiencies will be deducted from the next progress payment. "Full costs" include all labor, mates-tats, and equipment plus applicable "mark-ups-~~ including, overhead. should the City perfon7~ the work with its own forces. Should the City elect to have the work performed by a contractor/vendor, the "full cost" will include the invoiced amount plus a 20 % mark-up to cover handling expenses for the City. 6. Acceptance of the Work. When the final inspection is con;pleted and it has been deternlined that the Work is done in accordance with the plans and specifications, the Engineer will accept the Work and 90% of the payment based on the final quantities ~~~ill Le paid to the contractor, the balan<:e will be paid 30 days after the Notice of Completio~~ has been filed with the Coun*1~ and upon furnishing of the specified guaranty bond to the Cite. 7. Final Pavment. Within thirty (3U} days after the completion of the Work and its acceptance by the City.., tl~e Engineer will make a proposed final estimate in writing of the quantities of work done wider the contract and the value of such ~~~ork and will submit such estimate to the Contractor. Within thirty (30) days thereafter the Contractor shall submit to the Engineer the Contractor's written approval of said proposed final quantities or a ~h~ritten statement of all claims.. which he has for additional compensation claimed to be due wider the contract. On the Contractor's approval or if he files no claims within said period of thirty (30) days, the Engineer will issue a final written estimate as submitted to the Contractor and the City shall pay the entire sum so found to be due after deducting therefrom all previous payments and all amounts to be kept and a)1 amounts to be due after deducting therefi-om all previous payments and all amow~ts to be kept and all amounts to be retained under the provisions of the contract. if the Contractor within said period of thirty (3C}) days files claims, the Engineer will issue as a semi-final estimate the proposed estimate submitted to the Contractor and the City will within thirty (30} days pay the sum found due thereon after deducting all prior payments and all amounts to be kept and retained wider the provisions of the contract. GP-3P.5917 ~fhe Engineer shall then consider and investigate the Contractor's claims and steal] make such revision in the said estimate as he may find to be due, and shall then make and issue the Engineer's final written estimate. The City will pay the amount so found due. after deducting all previous payments and amounts to be retained under the contract. All prior partial estimate and payments shall be subject to correction in the final estimate and payment. 7~he final estimate shall be conclusive and binding against both parties to the contract on all questions relating to the performance of the contract and the amount of work done thereunder and compensation therefore. except in the case of gross error. Payment on the semi-final estimate will be due within thirty (30) days from the dale the same is issued by the Engineer- Payment on the .final estimate is due within thirty (30) days from the date the same is issued. 8. 7~ravel and Subsistence Payment. "Travel and subsistence payments shad be made to each worker needed to execute the Work as such travel and subsistence payments are defined in the applicable collective bargaining agreement filed in accordance with Section ] 773.8. 9. Notice_of Potential Claim. The Contractor shall not be entitled to the payment of any additional compensation for any act, or failure to act, by the Engineer, including failure or refusal to issue a change order, or for the happening of any event, thing, occurrence; or other cause, unless the Contractor shall have given the Engineer due written notice of potential claim as hereinafter specified. The written notice of potential claim shall set forth the reasons for which the Contractor believes additional compensation will or may be due, the nature of the costs involved, and, insofar as possible, the amount of the potential claim. The notice as above required must have been given to the Engineer prior to the time that the Contractor shall have performed the Work giving rise to the potential claim for additional compensation. if based on an act or failure to act by the Engineer, or in aii other cases within ] 5 days after the happening of the event thing, occurrence, or other cause, giving rise to the potential claim. City ma_y request additional information from Contractor regarding the Contractor's claim. which shall be provided, to City within ]0 days of the request. It is the intention of this section that differences between the parties arising under and by virtue of the contract are brought to the attention of the Engineer at the earliest possible time in order that such matters may be settled, if possible, or other appropriate action promptly taken. The Contractor hereby agrees that they shall have no right to additional compensation for any claim that may be based on any such act, failure to act; event, thing or occurrence for which no written notice of potential claim as herein required was T~ied- 10. Claims. a. General. A "C1aim'~ means a written demand or written assertion by Contractor to adjust; alter, modify; or otherwise change the Contract price or the Contract GP-38P.607 time_ or both. All claims filed hereunder shall strictly comply with al] requirements of the Contract Documents. In order to qualify as a Claim, the written demand muse state that it is a claim submitted according to the terms of the Contract Documents. A letter., voucher; invoice_ payment application; or other routine or authorized foam of request for payment is not a Claim under the Contract Documents. If such a request is disputed as to liability or amow~t then the disputed portion of the submission may be converted to a Claim under the Contract Documents by submitting a separate claim in compliance with claim submission requirements. A Claim muse be stated with specificity, including identification of the event or occw~-ence giving rise to the Claim, the dale of the event; and the asserted affect on the Contract price and the Contract time, if any. The Claim shall include adequate supporting data. Adequate supporiing data for a Claim for an adjustment of the Contract time shall include scheduling data demonstrating the impact of the event on the controlling operation and completion of the Project. Adequate supporting data for a Claim for an adjustment in the Contract price shall include a detailed cost breakdown of items included within the Claim and documentation supporiing each item of cost. Notwithstanding and pending the resolution of any Claim, the Contractor shall diligently prosecute the disputed work to fnal completion of the Work. Contractor shall impose the Claim notice and docwmentation requiremments in this Contract on Contractor's subconUactors of all tiers, and require them to submit to the Contractor all Claims against Co~~tractor and/or the City within the times a~~d contai~iing the documentatioa~ required by these provisions. The Claim notice and documentation procedures described in these provisions applies to all claims and disputes arising wider the Contract Docun~enis. whether or net specifically referred to in any specific portion of ?he Contract. if additional information or details are required by the Engineer to determine the basis and a~mow~t of any Clairr~s, the Contractor shall furnish additional information or details so that the additional information or details are received by the Engineer no later than the fifieenih calendar day after receipt of the written request farm the Engineer. if the fifteenth day falls on a Saturday. Sunday. or legal holiday. then receipt of the information or details by the Engineer shall not be later than close of business of the next business day. Contractor understands and agrees that failure to submit the information and details to the Engineer witl~tin the time specified shall result in Contractor waiving that Claim. The Contractor and all subcontractors shall keep full and complete records of the costs and additional time incurred for any work for- which a Claim for additional compensation is made. The Engineer or any designated claim investigator or auditor shall have access to those records and any other records as may be required b the Engineer or designated claim investigator to determine the facts or contentions involved in the claim(s). Contractor agrees that failure to permit access to those records waives Contractor s Claims. GP-3P.6147 The City of South San Francisco, or its authorized representatives. shall have access, upor, reasonable notice, during normal business hours. to Contractor's and subcontractors' books, documents and accounting records; including. but not limited to, bid worksheets, bids; subcontractor bids and proposals, estimates, cost accounting data. accounting, records, payroll records, time sheets, canceled checks. profit and loss statements, balance sheets, project correspondence including but not limited to all correspondence between Contractor and its sureties and subcontractors/vendors- project files, scheduling information, and other records of the~Contractor and all subcontractors directly or indirectly pertinent to the work, original as well as change and claimed extra work. to verify and evaluate the accuracy of cost and pricing data submitted with any change order; prospective or completed, or any c{aim for which additional compensation has been requested or claim has been tendered. Such access shall include the right to examine and audit such records, and make excerpts, transcriptions and photocopies of the City's cost. "The parties agree shat in the event Contractor or any subcontractor fails to comply with this section; it would be difficult for the City to determine its actual damages; therefore, Contractor agrees to pay the City, as liquidated damages. the sum of One Thousand Dollars ($1000.00), which Contractor agrees is reasonable under the circumstances. for each and every working day which Contractor or subcontractor fails or refuses to provide the City access to the materials specified in this section. b. Disputes. (i) Contract Interpretation Disputes- Should it appear to the Contractor that the work to be performed or any of the matters relative to the Contract Documents are not satisfactorily detailed or explained therein; or should any questions arise as to the meaning or intent of the Contract Documents; the Contractor shall give written notice to the City. The Contractor shall bear all costs incurred in giving such notice. All issues regarding the interpretation of the plans or specifications shall be referred to the City for interpretation. The City shall have the right but not the obligation to affirm or disaffirm any interpretation of the plans or specifications- which affirmance or disaffirmance shall be final. ]f the Contractor should disagree with the City's decision, the Contractor's sole and exclusive remedy is to Tile a Claim in accordance with these provisions. (2) Work Disputes. Should any disputes arise under the Contract Documents respecting the true value of any work performed, the implementation of the Work required by the Contract Documents, any Work omitted, any extra work which the Contractor may be required to perform or time extensions. respecting the size of any payment to the Contractor during the performance of the Contract Documents. or of compliance with Contract Docwment procedures, the dispute shall be decided by the City and its decisions shall be final and conclusive. if the Contractor disagrees with the City's decision. the Contractor's sole and exclusive remedy is to file a claim in accordance with these provisions. (3) Delays. As used herein; the following terms shall have the following meanings: GP-40P. 6 27 "Excusable Delay" means any delay of the completion of the Project beyond the expiration of the ConU-act time caused by conditions beyond the control and without the fault nr negligence. of the Contractor such as strikes- embargoes; fire, unavoidable casualties; unusual delays in transportation, national emergency, and stormy and inclement weather conditions in which the Work caw~ot continue. The financial inability of the Contractor or any subcontractor and default of any subcontractor; without limitation, shall not be deemed conditions beyond the Contractor`s control. An Excusable Delay may entitle the Contractor to an adjustment in the Contract time. "Compensable Delay' means any delay of the completion of the Work beyond the expiration date of the Contract time caused by the gross negligence or willful acts of the City, and which delay is um-easrn~able under the circw~~stances involved, and not within the contemplation of the parties. A Compensable Delay may entitle the Contractor to an extension of the Contract time and/or Contract price. Except as provided herein. the Contractor shall have no claim for damage or compensation for any delay, inten-uption, hindrance, or disruption. "Unexcusable De1ay'~ means any delay of the completion of the Project beyond the expiration of the Contract time resulting fi-om causes other than those listed above. An Unexcusable Delay shall not entitle the Contractor to an extension of the Contract time or an adjustment of the Contract price. The Contractor may make a claim for an extension of the Crn~tract lime; for an Excusable Delay or a Compensable Delay. subject to the follo~~~in~: (i) If an Excusable Delay and a Compensable Delay ocew- concurrently, the maximum extension of the Contract ti~.~e shall be the number of days from the commencement of the first delay to the cessation of the delay which ends last. (ii} if an Unexcusable Delay occurs cancunently with either an Excusable Delay or a Compe~aable Delay, the maximw» extension of the Contract time shall be the number of days, if any, by which the Excusable Delay or the COompensable Delay exceeds the Unexcusable Delay. (iii) ]f an Unexcusable Delay occurs concun-ently with botJ~ an Excusable Delay and .a Compensable Delay. the maximw~~ extension in the Contract time shall he tl~~e nw»ber of days. if any, by which the nw»ber of days determined pursuant to Subparagraph (ii) exceeds the number of days of the Unexcusable delay. (iv) For a Compensable Delay, the Contractor shall only be entitled to an adjustment in the Contract price in an amount equal to the actual additional labor costs, n~~aterial costs, and unavoidable equipment costs incurred by the Contractor as a result of the Compensable Delay, plus the actual additional wages or salaries and fringe benefits and payroll taxes of supervisory and adminisU-ative personnel necessary and directly employed at the Project site for the supervision of the Work dw-ing the period of Compensable Delay. Except as provided herein. the ConU-actor shall have no claim for damage or compensation for any delay.. GP-4P.63f7 interruption; hindrance, or disruption. There shall be no Compensable Delay unless the event or occw-rence giving rise to the Compensable Delay extends the actual completion of the Project past the Contract time. The parties agree that the City's exercise of its right to order changes in the Work, regardless of the extent and number of changes; or to suspend the work, is within the contemplation of the parties and shall not be the basis for any Claim or Compensable Delay. c. Claim Procedures. Should any clarification; determination; action or inaction by the City; or any event; in the opinion of the Contractor; exceed the requirements of or not comply with the Contract Docwnenis; or otherwise result in the Contractor seeking additional compensation in time or money for any reason; (collectively "Disputed Work'-), then the Contractor and the City shall make good faith attempts to resolve informally any and all such issues and/or disputes. The Contractor must ft]e a written Notice of Potential C}aim with the City before commencing the Disputed Work; or within seven (7) calendar days after Contractors first knowledge of the Disputed Work; whichever is earlier, stating clearly and in detail its objection and reasons for contending the Work or interpretation is outside the requirements of the Contract Documents. if a written Notice of Potential C}aim is not filed within this period, or if the Contractor proceeds with the Disputed Work without first having filed the notice required by these provisions, the Contractor shall waive any rights to further claim en the specific issue. The City will review the C'ontractor's timely notice of potential claim and provide a decision. The City may require supplemental inforn~ation from the Contractor to clarify that contained in the Notice of Potential Claim. If, after receiving the City's decision, the Contractor disagrees with the decision, the Contractor shall so notify the City; in writing, within seven (7) calendar days after receiving the decision; that a forma] Claim will be filed. The Contractor shall submit the Claim in the form specif ed herein and all arguments; justif cation; costs or estimates, schedule analyses; and detailed documentation supporting the Contractor's position within thirty (30) calendar days after receiving the City's decision on the notice of potential claim. The Contractor's failure to furnish notification within seven (7) calendar days and all justifying documentation within thirty (30) calendar days will result in the Contractor waiving all rights to the subject Claim. ]f Disputed Work persists longer than thirty (30) calendar days after receiving the City's decision on the Notice of Potential Claim; then the Contractor shall- every thirty (30) calendar days until the Disputed Work ceases, submit to the City a document titled "Claim Update" which shall update and quantify all elements of the Claim as completely as possible. The Contractor's failure to submit a Claim Update or to quantify all costs and impacts every ihiriy (30) days shall result in a waiver of that portion of the Claim for that thirty (30) calendar day period. Claims or Claim Updates stating that damages will be determined at a later date shall not comply with the requirements of these provisions and shall result in the Contractor waiving such Claim(s) and/or Claim Updates. GP-42 P. 6 47 All claims must be submitted to Engineer before the issuance of the final estimate. Contractor hereby expressly waives al] Claims not submitted, in camplete and proper form. on or before the date of issuance of the final estimate. Upon receipt of the Contractor's formal Claim including all argwnenis, justification, costs or estimates., schedule analyses, and docw»entation suppo~1ing the Contractor's position as previously stipulated.. the City or its designate ~~%ill review the Claim and render a final determination according io the processing and revie~~~ procedures listed in Section lx-~12, "Claims Processing and Review" of these Genera) Provisions. No costs arising out of or in connection with the performance of Claims of any nature, other than those specifically listed herein may be recovered by the Contractor. Except where provided by law, or elsewhere in these Contract Docwnents (if applicable), the City shall not be liable for special or consequential damages, and Claims shall not include special or consequential damages. d. Claim Format. Tl~~e Contractor shall submit the Claim justification in the following format: (1) Cover letter and certification of the accuracy of the contents of the Claim_ (2) Summary of Claim including underlying facts.. entitlement, c;uaniwn calculations, and Contract Document provision supporting relief: (3) List of docw»ents relating to the Claim.. including plans. specifications., clarifications/requests for information. scl~~edules and others: (4) Clu-onology of events and correspo~~dence: (5) Analysis of Claim merit; (6) Analysis of Claim costs; (7) Attached supporting documents referenced i~~ item (~) above. e. Exclusive Remedy. The Contractor's performance of its duties and obligations specified in these provisions and submission of a Claim as provided in these provisions is the Contractor's sole and exclusive remedy for the payment of money, extension of time, adjustment or interpretation of Contract Documents teens. or other contractual or tort relief arising from the Contract Documents. This exclusive remedy and the limitation of liability (expressed herein and elsewhere throughout the Contract Documents) apply notwithstanding the completion. termination, suspension; cancellation. breach or rescission of the Work or the Contract Documents. negligence or strict liability by the City. its representatives; consultants or agents, or the transfer of the Work or the Project to the City for any reason whatsoever. The Contractor waives all claims of waiver. estoppel, release. bar; or any other type of excuse for non-compliance with the Claim submission requirements. Compliance ~~~ith the notice and Claim submission GP-4 P. 6 517 procedures described in these provisions is a condition precedent to the right to commence litigation, file a Government Code Claim, or commence any other legal action. No Claim or issues not raised in a timely protest and timely Claim submitted under these provisions may be asserted in any Government Code Claim, subsequent litigation, or legal action. The Ciiy sha}1 not have deemed to waive any provision under this section, if at the City's sole discretion.. a Claim is accepted in a manner not in accord with this section. f. Mediation- All Claims not subject to the Claim resolution procedures set forth in these provisions shall, as a condition precedent to litigation thereon. first be mediated. Mediation shall be non-binding and utilize the services of a mediator mutually acceptable to the parries; and. if the parties cam~ot agree. a mediator selected by the American Arbitrator Association from its panel of approved mediators trained in construction industry mediation. All statutes of limitation shall be tolled from the date of the demand for mediation until a date t~~~o weeks following the mediation's conclusion. All unresolved claims shall be submitted to the same mediator. The cost of mediation shall be equally shared. 11. False Claims Affidavit. California Penal Code Section 72 provides that any person, who presents for payment with intent to defraud any City, any false or fraudulent claim, bill; account, voucher; or writing. is punishable by fines nrn exceeding ten thousand dollars ($10,000) and/or imprisomnent in the state prson. Government Code Sections 12650 et seq. (California False Claims Act). pertains to civil penalties that may be recovered from persons (including corporations, etc.) for presenting a false claim for payment or approval- presents a false record or statement to get a false claim paid or approved; or other acts, to aJ;y of}icial or employee of any political subdivision of the State of California. Any person or corporation violating the provisions of Government Code Section 12650 et seq-_ shall be liable for three times the amount of the damages of the political subdivision- plus a civil penalty, plus costs. Contractor agrees that any costs or expenses incurred by the City in reviewing or auditing any claims teat are not supported by the Contractors cost accounting or other records; or the Contract, shall be deemed to be damages incun-ed by the City within the meaning of the California False Claims Act. All Claims by Contractor shall include the following certification; properly completed and executed by Contractor or an off cer of Contractor: I; BEING THE _ (MUST BE AN OFFICER) OF _ (CONTRACTOR); DECLARE UNDER PENALTY OF PER.IURY UNDER THE LAWS OF THE S7~A7,E OF CALIFORNIA, AND DO PERSONALLY CERTIFY AND ATTEST TI-lA"l- I HAVE Tl-30ROUGHLY REVIEWED THE ATTACHED CLAIM FOR ADD1"FIONAL COMPENSATION AND/OR EXTENSION OF TIME; AND KNOW ITS CON"TENTS. AND SAID CLAIM IS TRUTHFUL AND ACCURATE; Tl1AT THE AMOUNT REQUESTED ACCURATELY REFLECTS THE CONTRACT AD.IIJSTMENT FOR WHIC}I THE OWNER IS LIABLE; AND; FLIRT}-IER, THAT I AM FAMILIAR WITH CALIFORNIA PENAL CODE SECTION 72 AND CALIFORNIA GOVERNMENT CODE SECTION 12650. ET SEQ.; PERTAINING TO FALSE CLAIMS; AND FUR7-HER KNOW AND GP-44P. 6 67 UNDERSTAND THi1"h SUBM}SS}ON OR CERT}F ICAT}ON OF A FALSE CLAM M_AY LEAD TO F1NES. lMF'R}SONMENT ANDiOR OTHER SEVERE LEGAL CONSEQUENCES. Title: Date Company: }2. Clai~~ns_Processing and Review. The review and treatment of Contractor Claims up to ilu~ee hundred seventy-five thousand dollars ($375;000) are governed by California Public ConUact Code Sections 20]04 et seq.. the relevant positions of which are summarized below. In addition to these statutory provisions, the City and Contractor hereby agree by contract to a procedure for the review of claims over tlv-ee hundred seventy-}ive thousand dollars ($375;000). Claims; then, shall be processed and reviewed as follows: a. For claims of less than fifty thousand dollars ($50;000), the City will respond in ~~~riting within forty-five (45) days of its receipt of the claim, or may request. in writing, within thirty (30) days of its receipt of the claim, submission of additional docwnentation supporting the claim or relating to defenses or claims the City may have against the Contractor. (} } if such additional documentation is requested by the City, it shall be provided by the Contractor ~~~ithin t~n~enty (20) days of its receipt of the request from the City or as other~~~ise mutually agreed upon by the City and the Contractor. (2) Following the Contractor`s submission of all requested additional documentation. the City will respond to the claim within fifteen (l 5} days or within the period of time taken by the Contractor in producing the additional documents, whichever is longer. b. For claims of over fifty thousand dollars ($50,000} a3~d less than or equal to three hundred and seventy-};ve thousand dollars ($375,000}., the City will respond in writing within sixty (60} days of its receipt of the claim, or may request, in writing; within thirty (30) days of receipt of the Claim_ submission of additional documentation supporting the Claim or relatinga to defenses or Claims the City may have against the Contractor. (1) ]f such additional docua~~eniation is requested by the City; it sha1J be provided by the Contractor ~~~ithin thirty (30) days of its receipt of its receipt of the request or as other~n~ise mutually agreed upon by the City and the Contractor. (2) Following the Contractors submission of all requested additional documentation; the City will respond to the claim within thirty (30) days. or within the period of time taken by the Contractor in producing the additional documentation. whichever is longer. c. For claims over three hundred and seventy-five thousand dollars ($375;000)_. the City will respond in writing within one hundred and twenty (120) days of its receipt of the claim. or may request in ~~~riting. within forty-five (45) days of receipt of GP-4P.67~7 the Claim, submission of additional documentation supporting the claim or relating to defenses or claims the City may have against the Contractor. (]) 1f such additional documentation is requested by the City, it shall be provided by the Contractor within thirty (30) days of its receipt of the request or as otherwise mutually agreed upon by the City and the Contractor. (2) Following the Contractor's submission of all requested additional documentation; the City will respond to the Claim within thirty (30) days. or within the period of time taken by the Contractor in producing the additional documentation. whichever is longer. l3. Extra Work. New and unforeseen items of work will be classed as extra work when they cannot be covered by any of the various items for which there is a bid price or by combinations of such items. The Contractor shall do such extra work and furnish such materials and equipment therefore; as may be required in writing by the Engineer, but he shall not do extra work except upon written order from the Engineer; and in the absence of such written order he shall not be entitled to payment for such extra work. All bills for extra work done shall be filed in writing wish the Engineer. For such extra work the Contractor shall receive compensation at tl~~e prices previously agreed upon in writing, or upon a failure to agree upon prices; he shall be paid on force account, as provided in Section lx- 14. "Force Account Work'' of these General Provisions. AlJ extra work shall be adjusted daily upon report sheets furnished to the Engineer by the Contractor and signed by both parties which daily reports shall thereafter be considered the true record of extra work done. 14. Force Account Work. Where payment is to be made on a force account basis. the Contractor shall receive the actual cost of all material labor and rented equipment furnished T;y the Contractor as shown by paid vouchers. plus fifteen percent (15%); provided, however, that the City reserves the right to furnish such materials required as it seems expedient and the Contractor shall have no claim for profit on the cost of such materials. For use of equipment owned by the Contractor he shall be paid the current prices prevailing in the locahty_ which shall have been previously determined and agreed upon in writing by the Contractor, plus fifteen percent (l5%). When work is performed by force account, in addition to the actual cost of labor. the City will reimburse the Contractor for compensation insurance payments; contributions made to the State as required by the provisions of the Unemployment Reserve Act_ Chapter 35Z Statutes of 1935; as amended; and for taxes paid to the Federal Government as required by the Social Securities Act approved August 14, 1935, as amended. The payment of fifteen percent (15%) in addition to the actual cost of all material. labor. and rented equipment, as herein provided, shall include full allowance to the Contractor for overhead and profit on the force account work and full compensation to the Contractor for premiums paid on any other insurance of any nature which the GP-46P. 6 87 Contractor may be required to can~y or which he may elect to cam; and for additional premiums paid on faithful performance and payment bonds reouired by reason of the increases in the amount of work to be performed over and above that called for in the original contract. All force account work s};all be adjusted daily upon report sheets, furnished to the Engineer by the Contractor and signed by both parties; which daily reports shall thereafter be considered the true record of force accou;it work done. if force account work is~, done on the contract the Contractor shall furnish to the Engineer tlv~ee (3) copies of a certificate from the insurance company sho~~~ing the compensation insurance rates to be charged on the various classes of ~~~ork to assist in verification of the Contractor's charges for extra work and force account. [END OF GENERAL PROV1S1ONS) 937708_2 GP-4P.6 9I7 P. 7 0 °°~x~~s~'~~ Redevelopjnent Agency 0 Staff Repo,~t c9LIFOR~lA DATE: September 8, 2010 TO: Redevelopment Agency Board FROM: Marty Van Duyn, Assistant Executive Director RDA AGENDA ITEM # 6 SUBJECT: RESOLUTION APPROVING AN AMENDMENT TO THE CONSULTING SERVICES AGREl=?MENT WITH BROOKWOOD GROUP FOR DEVELOPMENT MANAGEMENT SERVICES FOR 418 LINDEN.. AVENiJE TO INCREASE THE AGREEMENT AMOUNT BY $150,000 TO INCLUDE THE COSTS OF ENGINEERING, ENVIRONMENTAL AND MARKETING SUB-CONSULTANTS. RECOMMENDATION It is recommended that the Redevelopment Agency Board adopt the attached Resolution approving an amendment to the Consulting Services Agreement with Brookwood Group for development management services for 418 Linden Avenue to increase the agreement amount by $150,000 to include the costs of engineering, environmental and marketing sub- consultants and authorizing the Executive Director to execute the amendment. BACKGROUND/DISCUSSION On January 13, 2010 the Redevelopment Agency Board approved a Consulting Services Agreement ("Agreement") with Broolkwood Group ("Brookwood") to manage the design and entitlement process for the development of 418 Linden Avenue. The proposed project consists of a four-story mixed-use building with 25 market-rate housing units, retail facing Linden Avenue and underground parking. The exterior design represents a style that fits the Downtown's historical character (see Exhibit 1). Brookwood's responsibilities are to manage the architect, engineers and other consultants involved in the design of the project. Brookwood is also responsible for developing project budgets and proformas, managing the: project through the approval and regulatory process and providing the City with the documentation necessary to process a General. Plan amendment. When the Board initially approved the Agreement with Brookwood, the fees for various engineering, environmental and marketing sub-consultants were not included in the contract budget because at the time the sub-consultant fees were estimates and staff preferred to have the Board approve actual costs. It was therefore contemplated that the Agreement would be amended to include the actual sub-consultant ff:es at a later date. When the Board initially approved the Staff Report Subject: Agreement Amendment with Brookwood Group for 418 Linden Avenue Page 2 Agreement, the sub-consultants fees were estimated to be between $200,000 and $225,000. The actual cost is substantially lower, totaling $150,000. A list of the sub-consultants and their fees is shown in Exhibit A of the Amendment. The Agency and Brookwood have negotiated an amendment to the Agreement ("Amendment"). The Amendment amends Section 2 of 1:he Agreement to increase the amount of compensation to Brookwood by $150,000 to include the; actual sub-consultant fees. The total contract amount will be $511,159. All other terms, conditions and provisions of the Agreement remain in full force and effect. Proiect Status On August 27, 2010, Brookwood and Dirk Peterson Architects (KPA) formally submitted a planning application to the Planning Department. Prior to the planning submittal, Brookwood and KPA reviewed the proposed design with the City Council Housing Sub-Committee. The Housing Sub-Committee also had the opportunity to tour several buildings in Berkeley designed by KPA. While the project is winding its way through the public review process, Brookwood and staff will present the Board with options for proceeding with the actual development of the site. The Agency will have the option to develop the project itself, partner with a developer or to sell the entitled project. Each option carries various opportunities and challenges. When the Board decides how to procef°d with the development of the project, staff will also be requesting that the Board approve a Phase II Agreement with Brookwood. The Phase II Agreement will direct Brookwood to prepare the Bridging Documents for the project. In summary, the Bridging Documents will be the binding agreement that will ensure the building is built exactly as the Board and City Council envision it. The Bridging Documents will specifically call out every construction detail the Agency and City believe is important. The Bridging Documents will play a role in the development of the project regardless of which development option the Board selects. If the Agency develops the project itself, or partners with a developer, the construction details and. specifications will be included in the Bridging contract with the construction firm and/or developer. If the City sells the project, the details and specifications will be included in the Bridging Sale Agreement. In either case, the construction firm or developer will be contractually obligated under the Bridging Documents to follow the Agency's and City's development specifications. Additionally, if the Agency develops the project itself, the use of the Bridging Documents will minimize the risk of cost overruns during construction. FUNDING Funding for this project is available in the Agency's current Capital Improvement Project budget. Staff Report Subject: Agreement Amendment. with Brookwood Group for 418 Linden Avenue Page 3 CONCLUSION It is recommended that the Redeveloprnent Agency Board adopt the attached Resolution approving an amendment to the Consulting Services Agreement with Brookwood Group for development management services for 418 Linden Avenue to increase the agreement amount by $150,000 to include the costs of engineering, environmental and marketing sub-consultants and authorizing the Executive Director to execute the amendment. Marty Van Duyn Assistant Executive Director Attachment: Resolution Approve • ~ C~ arry M. Nag Executive Director Amendment to Consulting Services Agreement Exhibit 1 - 418 Linden Design Elevations 1506506.1 RESOLUTION NO. REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING AN AMEI~TDMENT TO THE CONSULTING SERVICES AGREEI`/IENT WITH BROOKWOOD GROUP TO INCREASE THE AGREEMENT AMOUNT BY $150,000 TO INCLUDE THE COSTS OF ENGINEERING, ENVIRONMENTAL AND MARKETING SUB-CONSULTANTS. WHEREAS, the Redevelopment Agency of the City of South San Francisco ("Agency") is the owner of that certain real property located at 418 Linden Ave. in South San Francisco ("Property"); and WHEREAS, the Agency intends to construct amixed-use project ("Project") on the Property; WHEREAS, the Agency selected the Brookwood Group ("Brookwood") to provide development management services ("Services") ~r the Project based er. Brookwood's demonstrated competence, experience with the site, and deveiopment expertise necessary to conduct the required services; and WHEREAS, on January 13, 2010, the Agency and Brookwood entered into a Consulting Services Agreememr ("Agreement") pursuant to which Brookwood agreed to perform the Services and the .Agency agreed to pay Brookwood a sum not to exceed $361,159; and WHEREAS, the Agreement amount does not include compensation for engineering, environmental and marketing sub-consultants for the Project because at the time of execution of the Agreement the actual sub-consultant costs ("Sub-consultant Costs") were unknown; WHEREAS, since execution of the Agreement, Brookwood has determined that the Sub-Consultant Costs will total $150,000; and WHEREAS, the Agency and Brookwood have negotiated an amendment to the Agreement substantially in thc; form attached hereto as Exhibit A_ ("Amendment") to increase the Agreement amount to $511,159 to include the Sub-Consultant Costs. NOW, THEREFORE, BE IT RESOLVED, by the Redevelopment Agency of the City of South San Francisco that the Agency hereby approves the Amendment. BE IT FUR"THER RESOLVED that the Executive Director (or his designee) is hereby authorized to execute the Amendment, to make revisions to the Amendment, subject to the approval of counsel, which do not materially or substantially increase the Agency's obligations thereunder, to sign all documents, make all approvals and take all actions necessary or appropriate to carry out and implement the intent of this Resolution. 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 8`~' day of S'~eptember 2010 by the following vote: AYES: NOES: ABSTAIN ABSENT: ATTEST: 1506436.1 City Clerlc 2 AMENDMENT TO CONSULTING SERVICES AGREEMENT WITH BROOKWOOD GROUP, INC. THIS AMENDMENT TO CONSULTING SERVICES AGREEMENT ("Amendment") is entered into effective as of , 2010 ("Effective Date"), by and between the Redevelopment Agency of the City of South San Francisco, a public body, corporate and politic ("AGENCY") and Brookwood Group, Inc., a California Corporation ("CONSULTANT"). AGENCY and CONSULTANT are hereinafter collectively referred to as the "Parties." RECITALS WHEREAS, AGENCY and CONSULTANT entered into that certain Consulting Services Agreement dated January 13, 2010 pursuant to which CONSULTANT agreed to perform certain services related to tLie development of 418 Linden Avenue and AGENCY agreed to pay CONSULTANT a sum not to exceed Three Hwldred Sixty-One Thousand One Hundred Fifty-Nine Dollars ($361,159); and WHEREAS, the budget previously provided to the AGENCY by CONSULTANT did not include costs for the services of environmental, engineering and marketing sub-consultants ("Sub-Consultant Costs") because such costs were previously unknown; and WHEREAS, CONSTJLTAN'T has determined that the Sub-Consultant Costs will total One Hundred Fifty Thousand Dollars ($150,000) as described in Exhibit A; and WHEREAS, the parties desire to amend the Agreement to include the Sub-Consultant Costs. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the; Parties agree as follows: Section 2 of tlhe Agreement is amended as follows: Agency hereby agrees to pay Consultant an aggregate sum not to exceed Five Hundred Eleven Thousand C>ne Hundred Fifty-Nine Dollars ($511,159) on a time and materials basis for services to be performed and reimbursable costs incurred pursuant to this Agreement..[n the event of a conflict between this Agreement and Consultant's proposal, attacl-ed as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. Agency 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 Agency to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to Agency in the manner specified herein. Except as specifically authorized by Agency, Consultant shall not bill Agency for duplicate services performed) by more than one person. 2. All other terms, conditions and provisions in the Agreement remain in full force and effect. 3. This Amendment may be executed in one or more counterparts; each of which shall be an original and all of which taken together shall constitute one instrument. 4. This Amendment, to;Rether with the Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements between the Panties with respect thereto. IN WITNESS ~.~HEREOF, AGENCY and CONSULTANT have executed this Amendment as of the date first written above. AGENCY: Redevelopment Agency of the City of South San Francisco, a public body, corporate and politic By: Barry M. Nagel, Executive Director ATTEST: By Agency Secretary APPROVED AS TO F ORM: By Steven T. Mattas, City Attorney CONSULTANT: ;urookwood Group, Inc., a California corporation By: Its: Exhibit A Sub-Consulting Services and Costs Consultants Cost Structural Engineering (Telesis Engineering) $ 6,000 Civil Engineering (BKF Engineers) $ 6,800 Civil Engineering Site Survey (MacLeod Engineering) $ 1,500 Survey of existing fiber at Linden (Subtronic Corporation) $ 4,250 Mechanical, Plumbing & Fire Protection (Timmons) $ 21,680 Electrical Engineering (Timmons) $ 6,550 LEED Consulting (KEMA) $ 3,400 LEED Provider (Davis Energy Group) $ 750 Sales Consulting and Condominiurn Brokerage (PMA) $ 7,500 Retail Consultant (Weisbach Consulting) $ 2,500 Project Cost Consulting (Davis Langdon) $ 10,000 Telecommunications (KC Future Planning) $ 2,800 Acoustical Consultant (Charles Salter) $ 19,500 Legal Fees (Allowance) $ 5,000 3D Renderings (if required by the Design Review Board) $ 10,000 Allowance for Code/Eievatoring/ /Waterproofing/Lighting Consultants $ 15,000 Reimbursable expenses aiid administrative marls-up $ 21,565 Contingency $ 5,205 Total $ 150,000 1506522.1 ~~ ~~ o _~AD~ 53a''~"' N 5 m o > m n a 'f~ o -~ z ~~~~ ~~ o --3 x~ r zd ~, ~ ~ ~a z za n~~ ~ m n a R7 _ _ -~ __ O _.~ 2 ~~~ O .. o ~~= a - o " - 'n e~~ ~i.a ~I~ r z d z a ~= -- s y _ x iw r >~ ~~ -~ yz z 0 a m r _ 3 'c& 7 ~E ~~-,, I fh ~tar~t lyd y~..~'{I s y ~ _- ~ - a ~ J~ d I - ~F - ;~ -, ~5 ~ _5 ~ g_G 7 > _-_- -OFF _ ~s '`~ ~v ~, n ~ -sod _~~ D ~ s°<-~!" m ~ ~'~ to c > m --~~, 'f~sc ;=~z r ~ ~ s~ o ~~• ~ °° i cn r ~ Z p :~ ~ ~ `a z G ~ nz n o~= n n - W O p -= O .e= c 'o - - L 9 «O x ,~ a n 0 m ID ~i:'.s °ao ~m li ~{ 9 ~ ~- al ~. x a r • N Ig I= I 0 Ir I~ I I~ i~ ~ I I - I i f~ a O ~ =x ~~; ° ~'~, r a,I r p ~ zi r C x a! C ~'~ ~_ ~, ~~ ~_ i IN I~ to Ig I i° ~$ I~ I~ I ~.o +:-.4 ~I.g ~. I ~. ~I ~?~~ I ; ~ I I __ ~ r =.q Z _ ~ ~5 ~ _ ~ L_> ~ ~ ~ ~ -_ _ a -_ _ e 3 ~ _ 'q _ 3 = s i STN S~',o o _ H ti n J O c'~LIFOR~IA ~ RDA AGENDA ITEM # 7 taff ~e ort DATE: September 8, 20l 0 TO: The Honorable Mayor and City Council The Honorable Chair andl Redevelopment Agency Board FROM: Marty Van Duyn, Assistant City Manager SUBJECT: RESOLUTIONS APPROVING AN AMENDMENT, TO EXTEND THE MEMORANDUM OF UNDERSTANDING AMONG THE CITY OF SOUTH SAN FRANCISCO. SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY AND OYSTER POINT VEN~['URES LLC FOR POTENTIAL DEVELOPMENT OF THE OYSTER POINT MARINA AND OYSTER POINT BUSINESS PARK RECOMMENDATION Staff recommends that the City Council and Agency Board each approve the attached Resolutions, approving an amendment to extend the Memorandum of Understanding among the City of South San Francisco, South San Francisco Redevelopment Agency and Oyster Point Ventures LLC. BACKGROUND & DISCUSSION The City owns property located at the Oyster Point Marina. Oyster Point Ventures LLC is a joint venture between Shorenstein Properties and SKS Investments LLC ("S/SKS"). S/SKS purchased the Oyster Point Business Park, which is adjacent to the Oyster Point Marina; for the purpose of developing the Oyster Point Business Park into a modern research and development life sciences campus. In addition, S/SKS has acquired the King Ventures leasehold interest in the City's property. In collaboration with the City, S/SKS has proposed apublic-private development approach at the Oyster Point Marina and the Oyster Point Business Park; that would result in an integrated development of a modern life sciences campus, with research and development and/or office buildings, commercial development located near and oriented to the proposed public ferry terminal, continued harbor and marina uses, and enhanced public open/recreation space amenities (collectively, the "Project"). In May, 2009, the City Council approved a Memorandum of Understanding ("MOU") with S/SKS to establish anon-binding mutual understanding among the City, Redevelopment Agency and S/SKS regarding: (I) a project description to undertake the required analysis by the City and Redevelopment Staff Report Subject: Oyster Point Ventures MOU and Harbor District MOU Page 2 of 3 Agency pursuant to the California Environmental Quality Act ("CEQA"), (2) feasibility of the Project and proposed allocation of estimated infrastructure costs among the parties, and (3) the necessary planning activities, entitlements and agreements necessary to implement the Project. Since the MOU was approved in May 2009, staff and S/SKS have made significant progress towards finalizing draft land use entitlements for the City Council's and Redevelopment Agency Board's consideration. Many of the environmental analyses that will be required for the Environmental Impact Report are nearly complete. Staff anticipates that an administrative draft of the EIR will be ready for review as early as this fall. S/SKS a:nd staff have identified specific, though relatively minor, amendments and changes to the General Plan that will be required by the Project. S/SKS has prepared, and staff has revised a draft specific plan for the Project, including design guidelines for the private portion. Staff continues to work with the City's consultant, ROMA Design Group, to finalize plans for the public portion of the Project. Staff and members of the S/SKS team have been negotiating deal points and exchanging drafts of a development agreement and a separate disposition and development agreement. Notwithstanding this progress, given the complexities of a project of this scale, the environmental review required, and the redevelopment issues that still need to be resolved, the parties anticipate that the draft Project entitlements will not be ready for City consideration by the expiration date of the MOU. Accordingly, to ensure that the City and S/SKS are able to maintain the negotiated benefits and obligations of the MOU, staff and S/SKS desire to extend the term of the MOU. The attached Resolutions propose an amendment to Section S.l of the MOU ("First Amendment"). if approved, the First Amendment would extend the effective period of the MOU to September 30, 201 ], and retain the option to extend for up to three additional thirty-day periods, as approved in the original MOU. The First Amendment would not: affect any other sections, terms, or conditions of the MOU; which staff and S/SKS agree would all remain in full force and effect. ENVIRONMENTAL IMPACT Approval of the original MOU did not authorize the construction of the proposed Project or any other construction. and did not result in either a direct or reasonably foreseeable indirect physical change in the environment: rather. the MOU only committed the parties to certain obligations related to the further planning and negotiation of the property exchanges and development of the Project. Likewise, approval of the First Amendment would not authorize any construction of the proposed Project or any other construction. and would not result in either a direct or reasonably foreseeable indirect physical change in the environment. Approval of the First Amendment would simply extend the term of the existing MOU. No construction will be authorized until (i) City, in conjunction with RDA, has prepared, certified as adequate and approved an Environmental hnpact Report under CEQA; (ii) City has approved the land use entitlements required for the Project; and (iii) any agreements or regulatory permits required by any other applicable regulatory agencies have been obtained. Accordingly, no further environmental review is required for approval of the First Amendment. Staff Report Subject: Oyster Point Ventures MOU and Harbor District MOU Page 3 of 3 FISCAL IMPACT Pursuant to the MOU with S/SKS, S/SKS will pay for or reimburse the City and Redevelopment Agency for all costs related to the negotiations of any binding agreements, analysis under CEQA of the Nroject and all planning activities. The proposed First Amendment extending the term of the MOU will not affect this obligation. CONCLUSION Staff recommends that the City Council and Agency Board each approve the attached Resolutions, approving an amendment to extend the :Memorandum of Understanding among the City of South San Francisco, South San Francisco Redevelopment Agency and Oyster Point Ventures LLC. ~y ~ Approved ;' / -- '° Marty Van Dun arry M. Nag Assistant City Manager City Manager Enclosures: City Resolution - S/SKS MOU Extension Redevelopment Agency Resolution - S/SKS MOU Extension RESOLUTION NO. REDEVELOPMENT AGENCY BOARD, CITY OF SOUTH SAN FRANCISCO. STATE OF CALIFORNIA A RESOLUTION APPROVING AN AMENDMENT TO EXTEND THE MEMORANDUM OF UNDERSTANDING AMONG THE CITY OF SOUTH SAN FRANCISCO, REDEVELOPMENT AGENCY OF THF, CITY OF SOUTH SAN FRANCISCO AND OYSTER POINT VENTURES LLC FOR POTENTIAL DEVELOPMENT OF THE OYSTER POINT MARINA .AND OYSTER POINT BUSINESS PARK WHEREAS, the Kedevelopment Agency of the City of South San Francisco ("Agency") is a redevelopment agency formed, existing and exercising its powers pursuant to the provisions the Community Redevelopment Law of the State of California (Health and Safety Code Section 33000 et seq.); and; WHEREAS, the City Council of the City of South San Francisco ("City") has adopted a Redevelopment Plan far the Downtown/Central Project Area (as amended, the "Project Area"); and, WHEREAS; the City is the owner of certain real property located within the Project Area and commonly known as the Oyster Point Marina ("Marina Property"); and, WHEREAS, Oyster Point Ventures LLC, a joint venture between Shorenstein Properties and SKS Investments LLC ("S/SKS"), purchased the Oyster Point Business Park, which is adjacent to the Oyster Point Marina, for the purpose of developing the Oyster Point Business Park into a modern research and development life sciences campus; and, WHEREAS, in collaboratiion with the City and the Agency; S/SKS has proposed a public-private development approach that would result in an integrated development of the Oyster Point Marina and the Oyster Point Business Park ("Project''); and. WHEREAS, in May 200!9 the City Council and Redevelopment Agency Board approved anon-binding Memorandum of Understanding ("MOU"), that establishes a non-binding tentative understandiing among the City, Agency and S/SKS regarding (1) a description of the Project to undertake the required a~~alysis by the City and Agency pursuant to the California Environmental Quality Act ("CEQA"), (2) the feasibility of the project and allocation of estimated costs among the parties, and (3) the necessary planning activities, entitlements and agreements to implement the Project:. and, WHEREAS, the City, Agency, and S/SKS now all wish to extend the term of the MOU, as described in the proposed First Amendment, attached to this Resolution as Attachment 1: and WHEREAS, the First Amendment to the MOU would extend the effective period of the MOU, but would not change any other sections, terms, or conditions of the MOU, which would remain in full force and effect: and WHEREAS, the MOU is a preliminary, non-binding agreement, and neither the MOU nor the First Amendment thereto, commits the City or Agency to a definite course of action or forecloses consideration of alternatives: and certification of environmental review pursuant to CEQA will be required prior approval of any land use entitlements for the Project; therefore; execution of this First Amendment to the MOU is not an "approval" of a "project,'" as those terms are defined in CEQA. NOW, THEREFORE; BE lT RESOLVED that the Redevelopment Agency Board of the City of South San Francisco hereby: (]) Finds and determines that the recitals are true and correct; (2) Approves the First Amendment to the MOU in substantially the same form attached hereto as Attacllrr~ent 1; (3) Authorizes the Executive Director to enter into and execute the First Amendment to the MOU in substantially the same form as attached hereto as Attachment ], and with any revisions; amendments, or modifications deemed necessary by counsel to the Agency to can-y out the intent of this Resolution and which do not materially or substantially increase the Agency's obligations thereunder: and I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Redevelopment Agency Board of the City of South San Francisco at a regular meeting held on the day of 20l 0 by the following vote: AYES: NOES: ABSTAIN: ABSENT: A7~"TEST: City Clerk 1507616 2 RE>OLUTION NO CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTIOI\f APPROVING AN AMENDMENT TO EXTEND THE MEMORANDUM OF UNDERSTANDING AMONG THE CITY OF SOUTH SAN FRANCISCO, REDEVELOPME]~1T AGENCY OF THE CITY OF SOUTH SAN FRANCISCO AND OYSTER POINT VENTURES LLC FOR POTENTIAL DEVELOPMENT OF THE OYSTER POINT MARINA AND OYSTER POINT BUSINESS PARK WHEREAS, the City Council of the City of South San Francisco ("City'') has adopted a Redevelopment Plan for the Downtown/Central Project Area (as amended, the "Project Area"); and, WHEREAS, the City is the owner of certain real property located within the Project Area and commonly known as the Oyster Point Marina ("Marina Property"); and_ WHEREAS, Oyster Point Ventures LLC, a joint venture between Shorenstein Properties and SKS Investments LLC ("S/SKS"), purchased the Oyster Point Business Park, which is adjacent to the C-yster Point Marina, for the purpose of developing the Oyster Point Business Park into a modern research and development life sciences campus; and, WHEREAS. in collaboration with the City and the South San Francisco Redevelopment Agency.. S/SKS has proposed apublic-private development approach that would result in an integrated development of the Oyster Point Marina and the Oyster Point Business Park ("Project"); and, WHEREAS, in May 2009 the City Council and Redevelopment Agency Board approved anon-binding Memorandum of Understanding ("MOU"), that establishes a non-binding tentative understanding among the City, Agency and S/SKS regarding (l) a description of the Project to undertake the required analysis by the City and Agency pursuant to the California Environmental Quality Act ("CEQA"), (2) the feasibility of the project and allocation of estimated costs among the parties, and (3) the necessary planning activities, entitlements and agreements to implement the Project; and, WHEREAS, the City, Agency, and S/SKS now all wish to extend the term of the MOU, as described in the proposed First Amendment, attached to this Resolution as Attachment I; and WHEREAS, the First Amendment to the MOU would extend the effective period of the MOU, but would not change any other sections, terms; or conditions of the MOLL, which would remain in full force and effect; and WHEREAS, the MOU is a preliminary, non-binding agreement; and neither the MOU nor the First Amendment thereto, commits the City to a definite course of action or forecloses consideration of alternatives; and certification of environmental review pursuant to CEQA will be required prior approval of any land use entitlements for the Project; therefore, execution of this First Amendment to the MOU is not an "approval'" of a "project,'' as those terms are defined in CEQA. NOW; THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco hereby: (l) Finds and determines that the recitals are true and correct; (2) Approves the First Amendment to the MOU in substantially the same form attached hereto as Attachment l ; (3) Authorizes the City Manager to enter into and execute the First Amendment to the MOU in substantially the same form as attached hereto as Attachment l ; and with any revisions, amendments, or modifications deemed necessary by the City Attorney to carry out the intent of this Resolution and which do not materially or substantially increase the City's obligations thereunder; and I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Cow~cil of the City of South San Francisco at a regular meeting held on the _ day of 2010 by the following vote: AYES: NOES: ABSTAIN: ABSENT: 1507614 ATTEST: City Clerk1507614.1 2 FIRST AMENDMENT 'TO MEMORANDUM OF UNDERSTANDING (Oyster Point Marina) THIS FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING (this "First Amendment"), dated and made effective as of .2010 (the "Effective Date") is entered into by and among the City of South San Francisco, a California municipal corporation ("City"), South San Francisco Redevelopment Agency, a public body, corporate and politic ("RDA") and Oyster Point Ventures.. LLC, a Delaware limited liability company ("Developer'). City, RDA, and Developer are hereinafter collectively referred to as the "Parties." RECITALS A. The Parties previously entered a Memorandum of Understanding ("MOU"). effective as of May 13, 2009, setting forth preliminary points of agreement among the Parties regarding the potential redevelopmem[ of the area commonly known as the Oyster Point Marina ("Marina Property") and establishing a period during which Developer would have the exclusive right to negotiate with City and Agency regarding the conveyance and development of portions of the Marina Property. B. The MOU provided in Section 5.1 that its effective term ("Term") would commence on a specified Commencement Date, and would terminate five hundred forty (540) days thereafter, unless extended or earlier terminated as provided in the MOU. The Commencement Date (defined as the first date on which (i) City, RDA; and Developer have all duly approved and executed the MOU, (ii) City and the San Mateo County Harbor District ("Harbor District") have both duly approved and executed a separate City/Harbor District MOU, and (iii) all other conditions to the effectiveness of the assignment of certain King Leases have been satisfied, including consent by the California Department of Boating and Waterways; Harbor District, and City) was May 27, 2009. C. The MOU further specified that the Parties may extend the Term for a maximum of three (3) additional thirty (30) calendar day terms, or as otherwise mutually agreed upon the mutual written agreement of the Parties and approval by the City Council and RDA, provided that the activities contemplated in the MOU nave progressed to the satisfaction of the City Council and RDA in their sole discretion. D. In order to complete environmental review and obtain required governmental approvals and entitlements for the proposed redevelopment project, the Parties have determined that it is necessary to extend the Term beyond that set forth in the MOU, including the three additional 30-day extensions specified in the MOU. NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in the MOU and hereinafter. and other good and valuable consideration.. the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT Section 1 MOU in Effect. The Parties acknowledge and agree that the MOU remains in full force and effect. sf-2884308 Section 2 Section 5.1 Amended. Section 5.1 of the MOU is hereby amended to read in full as follows: 5.1 Term. The term of this MOU (the "Term") shall commence on the Commencement Date, and shall terminate on September 30, 201 1, unless extended or earlier terminated as provided herein. The Term may be extended for up to a maximum of three (3) additional thirty (30) calendar day terms, or as otherwise mutually agreed, upon the mutual written agreement of the Parties and approval by the City Council and RDA, provided that the activities contemplated herein have progressed to the satisfaction of the City Council and RDA in their reasonable discretion. Section 3 Other Terms and Conditions to Remain in Effect. All other provisions. terms, and conditions of the MOU not expressly amended by this First Amendment shall remain in full force and effect. IN WITNESS WHEREOF, the Parties have executed this First Amendment effective as of the date first written above. CITY CITY OF SOUTH SAN FRANCISCCI, a municipal corporation By: _ Name: _ City Manager ATTEST: By: _ City Clerk APPROVED AS TO FORM: By City Attorney AGENCY REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO, a public body, corporate and politic By: Name: Executive Director ATTEST: By: Agency Secretary APPROVED AS TO FORM: By: Agency General Counsel sf-?884308 2 DEVELOPER OYSTER POINT VENTURES LLC, a Delaware limited liability company By: SRI Nine Oyster Point LLC, a Delaware limited liability company. its Managing Member By Name: Its By: SKS Oyster Point, LLC, a Delaware limited liability company, its Member By: Name: Its sf-2884308