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HomeMy WebLinkAbout2016-07-27 e-packet@7:00Wednesday, July 27, 2016 7:00 PM City of South San Francisco P.O. Box 711 South San Francisco, CA Municipal Services Building, Council Chambers 33 Arroyo Drive, South San Francisco, CA City Council Regular Meeting Agenda July 27, 2016City Council Regular Meeting Agenda PEOPLE OF SOUTH SAN FRANCISCO You are invited to offer your suggestions. In order that you may know our method of conducting Council business, we proceed as follows: The regular meetings of the City Council are held on the second and fourth Wednesday of each month at 7:00 p.m. in the Municipal Services Building, Council Chambers, 33 Arroyo Drive, South San Francisco, California. The City Clerk will read successively the items of business appearing on the Agenda. As she completes reading an item, it will be ready for Council action. MARK ADDIEGO, Mayor PRADEEP GUPTA, Vice Mayor KARYL MATSUMOTO, Councilwoman RICHARD A. GARBARINO, Councilman LIZA NORMANDY, Councilwoman FRANK RISSO, City Treasurer KRISTA MARTINELLI, City Clerk MIKE FUTRELL, City Manager JASON ROSENBERG, City Attorney PLEASE SILENCE CELL PHONES AND PAGERS HEARING ASSISTANCE EQUIPMENT AVAILABLE FOR USE BY THE HEARING IMPAIRED AT CITY COUNCIL 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 72 hours prior to a regular meeting will be made available for public inspection in the City Clerk’s Office 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. Page 2 City of South San Francisco Printed on 9/22/2016 July 27, 2016City Council Regular Meeting Agenda CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE AGENDA REVIEW PRESENTATIONS Certificate of Recognition, The Topper Bar | 75th anniversary. (Rich Garbarino, Councilmember) 1. PUBLIC COMMENTS COUNCIL COMMENTS/REQUESTS PUBLIC HEARING Report on 475 Eccles Ave Office/R&D Project - Use Permit, Alternative Landscape Plan, Design Review, Preliminary Transportation Demand Management (TDM) Plan, Development Agreement and Environmental Impact Report to allow the construction of two four-story office/R&D buildings totaling 262,287 square feet, a five-level parking structure and other on- and off-site improvements on a 6.1 acre site in the Business Technology Park (BTP) Zone District, in accordance with South San Francisco Municipal Code Title 19, and Chapters 20.040, 20.110, 20.300, 20.310, 20.330, 20.400, 20.450, 20.460, 20.480, and 20.490. (Billy Gross, Senior Planner) 2. Resolution making findings and certifying an Environmental Impact Report including a Statement of Overriding Considerations and Mitigation Monitoring and Reporting Program for the 475 Eccles Avenue Office/Research and Development Campus Project. 2a. Motion to waive reading and adopt an Ordinance adopting a Development Agreement for the development of a 6.1 acre Site for the 475 Eccles Avenue project in the Business and Technology Park Zoning District. 2b. Resolution making findings and approving a Use Permit, Alternative Landscape Plan, Design Review, and Transportation Demand Management Plan for the development of a 6.1 acre site for the 475 Eccles Avenue Office/Research and Development Campus project. 2c. ADMINISTRATIVE BUSINESS Report regarding Measure W update. (Marian Lee, Assistant City Manager)3. Page 3 City of South San Francisco Printed on 9/22/2016 July 27, 2016City Council Regular Meeting Agenda Report regarding a resolution awarding a construction contract to Southwest Construction & Property Management of San Bruno, California for the Fire Station 64 Roof Girder Replacement Project based on the Base Bid and Bid Alternate #2 in an amount not to exceed $119,207 and authorizing a total construction budget of $160,929. (Sam Bautista, Principal Engineer) 4. Resolution awarding the construction contract to Southwest Construction & Property Management of San Bruno, California for the Fire Station 64 Roof Girder Replacement Project based on the Base Bid and Bid Alternate #2 in an amount not to exceed $119,207 and authorizing a total construction budget of $160,929. 4a. Study Session regarding Council options under Senate Bill 415, the California Voter Participation Rights Act, affecting local government entities that conduct their regular elections in odd-numbered years, or on any election date other than a “statewide election date.” (Jason Rosenberg, City Attorney and Krista Martinelli, City Clerk) 5. Report regarding resolution approving an amendment to the Consulting Services Agreement with MuniServices, LLC to extend the term of the Agreement to June 30, 2017. (Richard Lee, Finance Director) 6. Resolution approving an amendment to the Consulting Services Agreement with MuniServices, LLC to extend the term of the Agreement to June 30, 2017. 6a. Report recommending City Council to adopt a resolution approving a Purchase Agreement with Dell Inc. for storage area networks, servers and virtualization software for the Police Department and City side network for Fiscal Year 2016-2017 in an amount not to exceed $294,288 and authorizing the City Manager to execute the agreement. (Tony Barrera, IT Manager) 7. Resolution approving a Purchase Agreement with Dell, Inc. for storage area networks, servers and virtualization software for the Police Department and City network for FY2016-2017, in an amount not to exceed $294,288 and authorizing the City Manager to execute the agreement. 7a. CONSENT CALENDAR Motion to approve the minutes from the meeting of July 13, 2016.8. Motion confirming payment registers for July 27, 2016. (Richard Lee, Finance).9. Staff Report regarding a resolution authorizing the acceptance of $25,000 in grant funding from the Woodlawn Foundation to support the Community Learning Center’s after-school homework programs and amending the Library Department’s FY2016-2017 Operating Budget. (Valerie Sommer, Library Director) 10. Page 4 City of South San Francisco Printed on 9/22/2016 July 27, 2016City Council Regular Meeting Agenda Resolution authorizing the acceptance of $25,000 in grant funding from the Woodlawn Foundation to support the Community Learning Center’s after-school homework programs and amending the Library Department’s FY 2016-2017 Operating Budget. 10a. Report regarding motion to waive reading and adopt an Ordinance to amend Section 2.60.050 (“Meetings”) of the South San Francisco Municipal Code to change the regular meeting time for the Parks and Recreation Commission from the fourth Thursday in the month to the third Tuesday in the month. (Sharon Ranals, Director of Parks and Recreation) 11. Ordinance amending Section 2.60.050 of the South San Francisco Municipal Code to change the regular meeting time for the Parks and Recreation Commission from the fourth Thursday in the month to the third Tuesday of the month. 11a. A report regarding a resolution approving a sublease agreement with Cool Tea Bar, LLC for the commercial space at 630 El Camino Real and authorizing the City Manager to execute said agreement. (Ron Gerber, ECD Manager) 12. Resolution approving a sublease agreement with Cool Tea Bar, LLC for the commercial space at 630 El Camino Real and authorizing the City Manager to execute said agreement. 12a. ITEMS FROM COUNCIL – COMMITTEE REPORTS AND ANNOUNCEMENTS ADJOURNMENT Page 5 City of South San Francisco Printed on 9/22/2016 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:16-633,Version:1 Certificate of Recognition, The Topper Bar | 75th anniversary.(Rich Garbarino, Councilmember) City of South San Francisco Printed on 7/21/2016Page 1 of 1 powered by Legistar™ CITY OF SOUTH SAN FRANCISCO Certificate of Recognition THE TOPPER 75th Anniversary Opened in 1941 by Ray and Reena Catteneo and operated today by Lee Catteneo and his family. Over the years, the Catteneo family have raised funds for youth baseball in South San Francisco, allowing our children to participate. The City of South San Francisco recognizes and thanks you for your contributions to the youth of our City. Presented 27th of July 2016 by the City Council of South San Francisco. Mark Addiego, Mayor Pradeep Gupta, Vice Mayor Richard Garbarino, Councilmember Karyl Matsumoto, Councilmember Liza Normandy, Councilmember City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:16-212,Version:1 Report on 475 Eccles Ave Office/R&D Project -Use Permit,Alternative Landscape Plan,Design Review, Preliminary Transportation Demand Management (TDM)Plan,Development Agreement and Environmental Impact Report to allow the construction of two four-story office/R&D buildings totaling 262,287 square feet,a five-level parking structure and other on-and off-site improvements on a 6.1 acre site in the Business Technology Park (BTP)Zone District,in accordance with South San Francisco Municipal Code Title 19,and Chapters 20.040,20.110,20.300,20.310,20.330,20.400,20.450,20.460,20.480,and 20.490.(Billy Gross, Senior Planner) RECOMMENDATION It is recommended that the City Council take the following actions: 1.Adopt a Resolution making findings and certifying Environmental Impact Report EIR12-0001, including adoption of a Mitigation Monitoring and Reporting Program and Statement of Overriding Considerations; 2.Adopt a Resolution making findings and approving Planning Project P11-0101,including Use Permit UP11-0011,Design Review DR11-0039,Transportation Demand Management Plan TDM11-0001,and Alternative Landscape Plan,based on the attached Draft Findings and subject to the attached Draft Conditions of Approval; and 3.Waive reading and introduce an Ordinance approving Development Agreement DA13-0001. BACKGROUND/DISCUSSION May 25th Staff Report and Discussion The May 25,2016 City Council Staff Report (without attachments)is attached for background on the project. Council was supportive of the overall project but requested that the applicant provide a more detailed discussion of the project design and sustainable features,and requested input from the Bicycle and Pedestrian Advisory Committee. The Council continued the public hearing to an unscheduled date. Project Design The proposed 475 Eccles Ave Office/Research and Development Project (Project)includes the construction of two four-story office/research and development (R&D)buildings totaling 262,287 square feet,a five-level parking structure and associated surface parking,as well as open space improvements.The project would be developed in up to two phases.The R&D buildings and parking structure would be situated near the perimeter of the site,framing a plaza and open space in the center of the site.The office/R&D buildings would be four stories with a penthouse above,with a maximum height of 90 feet.The parking structure would also be four stories,with a height of approximately 60 feet.All three buildings would be consistent in character,with simple geometry, maintaining a unified campus character. The building envelopes of both the office/R&D buildings and the parking garage would incorporate a mixture of materials including glass curtain walls,pre-cast/GFRC,and metal composite panels to have a unified City of South San Francisco Printed on 7/21/2016Page 1 of 6 powered by Legistar™ File #:16-212,Version:1 of materials including glass curtain walls,pre-cast/GFRC,and metal composite panels to have a unified appearance.Each of the buildings includes pedestrian level articulation to be sensitive to the pedestrian scale. Building rooflines would have enclosures to screen all mechanical systems.The project drawings can be viewed as Exhibit B to the Draft Entitlements Resolution.The applicant and the project team will provide a more detailed presentation,including larger graphics and material boards,during the City Council public hearing. Sustainability Measures The 475 Eccles development will include a variety of sustainable features.For the building design and construction, the following measures are proposed to be included: ·LEED Silver target ·Compliance with Climate Action Plan ·Low-emitting materials ·Daylighting and Views for 90 percent of spaces ·Recycled content materials ·Low-VOC finishes ·Roof surfaces will be high-Solar Reflection Index/cool roof membranes ·High efficiency indoor plumbing fixtures ·Commissioning of Mechanical Electrical and Plumbing energy systems ·Greenscreens included in the design for the parking garage ·Target of greater than 75 percent construction waste management diversion ·Target of greater than 20 percent recycled building materials ·Target of greater than 10 percent regional content in building materials ·Target of greater than 50 percent Forest Stewardship Council certified wood content in new wood building materials The open space and landscape areas have also been designed with sustainability as a priority.The following landscape-related measures are proposed to be included: ·20 percent of the total site area will be vegetated open space ·Water efficient landscaping, reduce by 50 percent ·Bio-filtration elements throughout the site ·Native, drought-tolerant plant materials ·Low-flow drip-type irrigation system Preliminary TDM Plan In accordance with the Zoning Ordinance regulations,the applicant has prepared a preliminary TDM Plan designed to achieve a minimum 35 percent alternative mode use,consistent with the City’s requirements;a copy of the preliminary plan is attached and referenced in the draft Conditions of Approval and the draft Development Agreement.The TDM plan is required to incorporate 14 mandatory measures that have a demonstrable effect on reducing the number of trips generated to achieve the minimum alternative mode use. These measures include participation in a shuttle program,carpool and vanpool ride matching and preferential City of South San Francisco Printed on 7/21/2016Page 2 of 6 powered by Legistar™ File #:16-212,Version:1 These measures include participation in a shuttle program,carpool and vanpool ride matching and preferential parking,guaranteed ride home program,secure bicycle parking,shower and locker facilities,an on-site designated employee contact,promotional programs,participation in the Commute.Org programs that connect employees to BART,Caltrain and ferry services,and well-lit direct paths of travel to transit.In addition to the required TDM measures,the TDM plan includes the incorporation of a minimum of two of the additional measures,with the ability to incorporate all of the additional measures in the future if necessary to comply with the minimum alternative mode use. Bicycle and Pedestrian Advisory Committee The Bicycle and Pedestrian Advisory Committee (BPAC)reviewed the Project as part of a larger presentation at their July 6,2016 meeting.City staff provided information to the BPAC regarding three new development projects that include the implementation of Transportation Demand Management (TDM)Programs within the East of 101: 1.475 Eccles 2.Costco Business Center at 900 Dubuque 3.Amazon/On-Trak at 250 Utah The BPAC did not have any specific comments on the 475 Eccles project,but will incorporate all of these projects into future discussions regarding revisions and reprioritization of projects identified within the Bicycle and Pedestrian Master Plans. GENERAL PLAN CONFORMITY AND ZONING CONSISTENCY The Project site is designated Business and Technology Park within the General Plan and is also part of the East of 101 Planning Sub-Area.The site is also located within the Business and Technology Park Zoning District,which provides zoning for a mix of corporate headquarters,research and development facilities,and other offices in a campus-like environment.The project is consistent with the guiding and implementing policies in the General Plan by creating a campus-style development of research and development uses. As discussed in the March 3,2016 staff report to the Planning Commission,the project would require the following exceptions to the Zoning Ordinance: ·Use Permit to allow a Floor Area Ratio (FAR)of 1.0 rather than 0.5.The Zoning Ordinance allows the increased FAR subject to the incorporation of a Transportation Demand Management (TDM)Program and sustainability measures, which both have been incorporated into the project. ·Use Permit to allow a parking rate of 2.7 spaces per 1,000 square feet rather than 2.86 spaces per 1,000 square feet.The Zoning Ordinance allows such a reduction so long as the amount of parking generated is supported by the TDM Plan for the project.Similar reductions have been approved in the City.Staff supports the reduced parking rate for this project because it will support the overall efforts of the TDM plan as well as the City’s General Plan Policies which promote parking reductions for projects implementing trip reduction programs. ·Alternative Landscape Plan so as not to be required to provide rooftop planting on the parking garage. Staff is supportive of the proposed Alternative Landscape Plan,as the project complies with all City of South San Francisco Printed on 7/21/2016Page 3 of 6 powered by Legistar™ File #:16-212,Version:1 Staff is supportive of the proposed Alternative Landscape Plan,as the project complies with all landscape requirements other than the parking garage rooftop planting.The removal of the rooftop planting will not impact the appearance of the parking garage,as the structure is designed to be in keeping architecturally with the Office/R&D buildings and is of a higher architectural standard than a typical parking structure. The Planning Commission conditionally approved the Use Permit,Alternative Landscape Plan,Preliminary TDM and Design Review,subject to the City Council’s review and approval of the project,the Development Agreement (discussed below) and certification of the Environmental Impact Report. DEVELOPMENT AGREEMENT The applicant and the City have negotiated a Development Agreement to clarify and obligate Project features and mitigation measures,including transportation impact fees,public improvements in the East of 101 area, provisions for child care impact fees, park in-lieu fees, and TDM reporting and monitoring requirements. Development Agreement items include: ·Development Agreement Term of 12 years. ·Payment of applicable fees,including East of 101 Traffic Impact Fee,Oyster Point Grade Overpass Contribution Fee,East of 101 Sewer Impact Fee,Sewer Capacity Fee,General Plan Maintenance Fee, Child Care Impact Fee and Public Safety Impact Fee, including annual escalators. ·Payment of a Park-in-Lieu Fee and a Transit Station Enhancement Fee ·Phasing of the project. ·Compliance with specific provisions of the Climate Action Plan. ·Transportation Demand Management Plan requirements. The proposed Development Agreement is attached to the related Development Agreement Ordinance. ENVIRONMENTAL REVIEW A Draft Environmental Impact Report (DEIR)analyzing the potential environmental impacts of the project was prepared by Allison Knapp Wollam Consulting on behalf of the City.The DEIR was circulated on October 31, 2012 for a 45-day review period.A public hearing was held before the Planning Commission on December 6, 2012 to receive comments from the public (and Commission)on the DEIR -the December 6,2012 Staff Report and meeting Minutes are attached (Attachment 2). The DEIR identifies eight significant impacts that would be reduced to less than significant impacts through various mitigation measures,which are thoroughly discussed in the document.In addition,five significant and unavoidable impacts are identified in the document related to transportation. A total of two comment letters were received from the public and commenting agencies:Liberty Gold (property owner at 500 Eccles,letter dated November 14,2012);and the California Department of City of South San Francisco Printed on 7/21/2016Page 4 of 6 powered by Legistar™ File #:16-212,Version:1 (property owner at 500 Eccles,letter dated November 14,2012);and the California Department of Transportation (dated December 14,2012).None of the comment letters raised significant environmental issues. The Final Environmental Impact Report (FEIR)/Response to Comments is attached to the CEQA Resolution and was circulated for commenting agency review on February 19, 2016. A Mitigation Monitoring and Reporting Program (MMRP)and Statement of Overriding Considerations have been prepared pursuant to Public Resources Code Section 21081.6 and 21081,respectively.The MMRP is organized to correspond to environmental issues and significant impacts discussed in the DEIR and will be used by the City to track or identify:the mitigation measures,timing for implementation,responsible party,the action, and ongoing monitoring responsibility. The complete MMRP is attached to the CEQA Resolution. The Statement of Overriding Considerations is included with the required CEQA Findings and attached to the CEQA Resolution.In summary,the Statement of Overriding Considerations must be adopted by the City Council for those impacts identified as significant and unavoidable in the 475 Eccles EIR (State Clearinghouse No.2012082101)and the project cannot be approved unless a Statement of Overriding Considerations is adopted which balances the benefits of the proposed project against the unavoidable transportation impacts. The Statement of Overriding Considerations is being supported because the Project will provide economic and other benefits that outweigh the significant and unavoidable impacts of the project related to traffic.Balancing impacts include the generation of a new source of significant tax revenue and the employment of an additional 900 employees;conversion of an existing vacant site to a research and development campus;promotion of alternative transportation modes with the adoption of a TDM plan;and the potentially feasible alternatives would not result in the avoidance of the project’s significant and unavoidable impacts. CONCLUSION The proposed 475 Eccles Office/Research and Development Project transforms a vacant site to a high quality Office/R&D campus in keeping with the vision of the General Plan and East of 101 Area Plan.Therefore, based on the information included in the public record,staff recommends that the City Council follow the recommendation of the Planning Commission and make the required findings and adopt the attached resolution to certify the Environmental Impact Report and make the required findings and adopt the attached resolution to approve the project entitlements for the 475 Eccles Office/R&D Project.Additionally,staff recommends that the City Council follow the Planning Commission’s recommendation and waive reading and introduce an Ordinance to approve the proposed Development Agreement. Attachments: 1. City Council Staff Report - May 25, 2016 2. Planning Commission Staff Report and Minutes - March 3, 2016 3. Planning Commission Staff Report and Minutes - CEQA Public Comment - December 6, 2012 City of South San Francisco Printed on 7/21/2016Page 5 of 6 powered by Legistar™ File #:16-212,Version:1 4. Planning Commission Resolution 2785-2016 - CEQA 5. Planning Commission Resolution 2786-2016 - Entitlements 6. Power Point Presentation Related Files: 1. Draft CEQA Resolution Exhibit A: Final EIR Exhibit B: CEQA Findings, including Statement of Overriding Considerations Exhibit C: Mitigation Monitoring and Reporting Program 2. Draft Entitlements Resolution Exhibit A: General Conditions of Approval Exhibit B: Project Plans Exhibit C: Preliminary Transportation Demand Management Plan 3. Draft Development Agreement Ordinance Exhibit A: Development Agreement City of South San Francisco Printed on 7/21/2016Page 6 of 6 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:16-212,Version:1 Report on 475 Eccles Ave Office/R&D Project -Use Permit,Alternative Landscape Plan,Design Review, Preliminary Transportation Demand Management (TDM)Plan,Development Agreement and Environmental Impact Report to allow the construction of two four-story office/R&D buildings totaling 262,287 square feet,a five-level parking structure and other on-and off-site improvements on a 6.1 acre site in the Business Technology Park (BTP)Zone District,in accordance with South San Francisco Municipal Code Title 19,and Chapters 20.040,20.110,20.300,20.310,20.330,20.400,20.450,20.460,20.480,and 20.490.(Billy Gross, Senior Planner) RECOMMENDATION It is recommended that the City Council take the following actions: 1.Adopt a Resolution making findings and certifying Environmental Impact Report EIR12-0001, including adoption of a Mitigation Monitoring and Reporting Program and Statement of Overriding Considerations; 2.Adopt a Resolution making findings and approving Planning Project P11-0101,including Use Permit UP11-0011,Design Review DR11-0039,Transportation Demand Management Plan TDM11-0001,and Alternative Landscape Plan,based on the attached Draft Findings and subject to the attached Draft Conditions of Approval; and 3.Waive reading and introduce an Ordinance approving Development Agreement DA13-0001. BACKGROUND/DISCUSSION The 475 Eccles Avenue Office/R&D Project (Project)was first reviewed by the Planning Commission during a public hearing to receive comments from the public and the Commission on the Draft Environmental Impact Report in December 2012.Subsequent to that hearing,the application was put on hold by the applicant.The Planning Commission reviewed the Project entitlements and EIR for recommendation on March 3,2016.The proposed Project entitlements are the same as those reviewed by the Planning Commission in 2012.A complete discussion of the proposed Project is contained in the attached Planning Commission staff reports dated March 23, 2016 and December 6, 2012. Site History The site is a 6.1 acre parcel that was previously developed with an approximately 152,000 square foot concrete tilt-up office/warehouse building,which was demolished in December 2013.The site was occupied by professional, scientific and technical service uses prior to its vacancy. 475 Eccles Project Overview The proposed 475 Eccles Ave Office/Research and Development Project (Project)includes the construction of two four-story office/research and development (R&D)buildings totaling 262,287 square feet,as well as a five- level parking structure and associated surface parking,as well as open space improvements.The Project would be developed in up to two phases.The R&D buildings and parking structure would be situated near the perimeter of the site,framing a plaza and open space in the center of the site.The R&D buildings would be City of South San Francisco Printed on 7/7/2016Page 1 of 5 powered by Legistar™ File #:16-212,Version:1 perimeter of the site,framing a plaza and open space in the center of the site.The R&D buildings would be four stories with a penthouse above,with a maximum height of 90 feet.The parking structure would be five stories,with a height of approximately 60 feet.All three buildings would be consistent in character,with simple geometry, maintaining a unified campus character. The building envelopes of both the office/R&D buildings and the parking garage would incorporate a mixture of materials including glass curtain walls,pre-cast/GFRC,and metal composite panels to have a unified appearance.Each of the buildings includes pedestrian level articulation to be sensitive to the pedestrian scale. Building rooflines would have enclosures to screen all mechanical systems. GENERAL PLAN CONFORMITY AND ZONING CONSISTENCY The Project site is designated Business and Technology Park within the General Plan and is also part of the East of 101 Planning Sub-Area.The site is also located within the Business and Technology Park Zoning District,which provides zoning for a mix of corporate headquarters,research and development facilities,and other offices in a campus-like environment.The Project is consistent with the guiding and implementing policies in the General Plan by creating a campus-style development of research and development uses. As discussed in the March 3,2016 staff report to the Planning Commission,the Project would require the following exceptions to the Zoning Ordinance: ·Use Permit to allow a Floor Area Ratio (FAR)of 1.0 rather than 0.5.The Zoning Ordinance allows the increased FAR subject to the incorporation of a Transportation Demand Management (TDM)Plan and sustainability measures, which both have been incorporated into the Project. ·Use Permit to allow a parking rate of 2.7 spaces per 1,000 square feet rather than 2.86 spaces per 1,000 square feet.The Zoning Ordinance allows such a reduction so long as the amount of parking generated is supported by the TDM Plan for the Project.Similar reductions have been approved in the City.Staff supports the reduced parking rate for this Project because it will support the overall efforts of the TDM Plan as well as the City’s General Plan Policies,which promote parking reductions for Projects implementing trip reduction programs. ·Alternative Landscape Plan so as not to be required to provide rooftop planting on the parking garage. Staff is supportive of the proposed Alternative Landscape Plan,as the Project complies with all landscape requirements other than the parking garage rooftop planting.The removal of the rooftop planting will not impact the appearance of the parking garage,as the structure is designed to be in keeping architecturally with the Office/R&D buildings and is of a higher architectural standard than a typical parking structure. The Planning Commission conditionally approved the Use Permit,Alternative Landscape Plan,Preliminary TDM and Design Review;subject to City Council review and approval of the Project and the Development Agreement, which is discussed below, and certification of the EIR. City of South San Francisco Printed on 7/7/2016Page 2 of 5 powered by Legistar™ File #:16-212,Version:1 DEVELOPMENT AGREEMENT The applicant and the City have negotiated a Development Agreement to clarify and obligate Project features and mitigation measures,including transportation impact fees,public improvements in the East of 101 area, provisions for child care impact fees, park in-lieu fees, and TDM reporting and monitoring requirements. Development Agreement items include: ·Development Agreement Term of 12 years. ·Payment of applicable fees,including East of 101 Traffic Impact Fee,Oyster Point Grade Overpass Contribution Fee,East of 101 Sewer Impact Fee,Sewer Capacity Fee,General Plan Maintenance Fee, Child Care Impact Fee and Public Safety Impact Fee, including annual escalators. ·Payment of a Park-in-Lieu Fee and a Transit Station Enhancement Fee ·Phasing of the Project. ·Compliance with specific provisions of the Climate Action Plan. ·Transportation Demand Management Plan requirements. The proposed Development Agreement is attached to the related Development Agreement Ordinance. ENVIRONMENTAL REVIEW A Draft Environmental Impact Report (DEIR)analyzing the potential environmental impacts of the Project was prepared by Allison Knapp Wollam Consulting on behalf of the City.The DEIR was circulated on October 31, 2012 for a 45-day review period.A public hearing was held before the Planning Commission on December 6, 2012 to receive comments from the public (and Commission)on the DEIR -the December 6,2012 Staff Report and meeting Minutes are attached (Attachment 2). The DEIR identifies eight significant impacts that would be reduced to less than significant impacts through various mitigation measures,which are thoroughly discussed in the document.In addition,five significant and unavoidable impacts are identified in the document related to transportation. A total of two comment letters were received from the public and commenting agencies:Liberty Gold (property owner at 500 Eccles,letter dated November 14,2012);and the California Department of Transportation (dated December 14,2012).None of the comment letters raised significant environmental issues. The Final Environmental Impact Report (FEIR)/Response to Comments is attached to the CEQA Resolution and was circulated for commenting agency review on February 19, 2016. A Mitigation Monitoring and Reporting Program (MMRP)and Statement of Overriding Considerations have been prepared pursuant to Public Resources Code Section 21086.6 and 21081,respectively.The MMRP is organized to correspond to environmental issues and significant impacts discussed in the DEIR and will be used by the City to track or identify:the mitigation measures,timing for implementation,responsible party,the City of South San Francisco Printed on 7/7/2016Page 3 of 5 powered by Legistar™ File #:16-212,Version:1 by the City to track or identify:the mitigation measures,timing for implementation,responsible party,the action, and ongoing monitoring responsibility. The complete MMRP is attached to the CEQA Resolution. The Statement of Overriding Considerations is included with the required CEQA Findings and attached to the CEQA Resolution.In summary,the Statement of Overriding Considerations must be adopted by the City Council for those impacts identified as significant and unavoidable in the 475 Eccles EIR (State Clearinghouse No.2012082101)and the Project cannot be approved unless a Statement of Overriding Considerations is adopted,which balances the benefits of the proposed Project against the unavoidable transportation impacts. The Statement of Overriding Considerations is being supported because the Project will provide economic, social,technological,and other benefits that outweigh the significant and unavoidable impacts of the Project related to traffic.Balancing impacts include the generation of a new source of significant tax revenue and the employment of an additional 900 employees;conversion of an existing vacant site to a research and development campus;promotion of alternative transportation modes with the adoption of a TDM plan;and the potentially feasible alternatives would not result in the avoidance of the Project’s significant and unavoidable impacts. PLANNING COMMISSION COMMENTS At the Planning Commission meeting of March 3,2016 public hearing,the Commission reviewed the proposed Project.No members of the public spoke on the Project.The Commission had questions related to traffic and neighboring uses.The Planning Commission by a vote of 6-0 conditionally approved the entitlements subject to City Council review and approval of the Project,the Development Agreement and certification of the EIR. The March 3, 2016 and December 6, 2012 staff reports and minutes are attached (Attachments 1 and 2). CONCLUSION The proposed 475 Eccles Office/Research and Development Project transforms a vacant site to a high quality Office/R&D campus in keeping with the vision of the General Plan and East of 101 Area Plan.Therefore, based on the information included in the public record,staff recommends that the City Council make the required findings and adopt the attached resolutions to certify the Environmental Impact Report and approve the Project entitlements for the 475 Eccles Office/R&D Project.Additionally,staff recommends that the City Council waive reading and introduce an Ordinance to approve the proposed Development Agreement. Attachments: 1.Planning Commission Staff Report and Minutes - March 3, 2016 2.Planning Commission Staff Report and Minutes - CEQA Public Comment - December 6, 2012 3.Planning Commission Resolution 2785-2016 - CEQA 4.Planning Commission Resolution 2786-2016 - Entitlements 5.475 Eccles Power Point Presentation City of South San Francisco Printed on 7/7/2016Page 4 of 5 powered by Legistar™ File #:16-212,Version:1 Related Files: 1.Draft CEQA Resolution Exhibit A: Final EIR Exhibit B: CEQA Findings, including Statement of Overriding Considerations Exhibit C: Mitigation Monitoring and Reporting Program 2.Draft Entitlements Resolution Exhibit A: General Conditions of Approval Exhibit B: Project Plans Exhibit C: Preliminary Transportation Demand Management Plan 3. Draft Development Agreement Ordinance Exhibit A: Development Agreement City of South San Francisco Printed on 7/7/2016Page 5 of 5 powered by Legistar™ Planning Commission Staff Report DATE: March 3, 2016 TO: Planning Commission SUBJECT: 475 Eccles Ave Office/R&D Project - Use Permit, Design Review, Preliminary Transportation Demand Management (TDM) Plan, Development Agreement and Environmental Impact Report to allow the construction of two four-story office/R&D buildings totaling 262,287 square feet, a five-level parking structure and other on- and off- site improvements on a 6.1 acre site in the Business Technology Park (BTP) Zone District, in accordance with South San Francisco Municipal Code Title 19, and Chapters 20.040, 20.110, 20.300, 20.310, 20.330, 20.400, 20.450, 20.460, 20.480, and 20.490. Owner/Applicant: BioMed Realty Address: 475 Eccles Avenue (APN 015-050-580) Case Nos.: P11-0101: UP11-0011, DR11-0039, TDM11-0001, DA13- 0001 & EIR12-0001 RECOMMENDATION That the Planning Commission conduct a public hearing and take the following actions: 1. Adopt a Resolution making findings and recommendin g that the City Council certify Environmental Impact Report EIR12-0001, including adoption of a Mitigation Monitoring and Reporting Program and Statement of Overriding Considerations; and 2. Adopt a Resolution making findings and conditionally approving Planning Project P11-0101, including UP11-0011, DR11-0039, TDM11-0001, and recommending that the City Council approve Development Agreement DA13-0001 based on the attached draft findings and subject to the attached draft conditions of approval. BACKGROUND/DISCUSSION The 475 Eccles Avenue Office/R&D Project (Project) was originally reviewed by the Planning Commission when a public hearing was held to receive comments from the public and the Commission on the Draft Environmental Impact Report in December 2012. Subsequent to that hearing, the application was put on hold by the applicant. The proposed Project entitlements are the same as those reviewed by the Planning Commission in 2012. Site History The site is a 6.1 acre parcel that was previously developed with an approximately 152,000 square foot concrete tilt-up office/warehouse building, which was demolished in December 2013. The site was occupied by professional, scientific and technical service uses prior to its vacancy. 475 Eccles Project Overview The proposed 475 Eccles Ave Office/Research and Development Project (Project) includes the construction of two four-story office/research and development (R&D) buildings totaling 262,287 square Staff Report Subject: 475 Eccles Office/R&D Project Date: March 3, 2016 Page 2 of 7 feet, as well as a five-level parking structure and associated surface parking, as well as open space improvements. The project would be developed in up to two phases. The R&D buildings and parking structure would be situated near the perimeter of the site, framing a plaza and open space in the center of the site (see Figure 1). The R&D buildings would be four stories with a penthouse above, with a maximum height of 90 feet. The parking structure would also be four stories, with a height of approximately 60 feet. All three buildings would be consistent in character, with simple geometry, maintaining a unified campus character. The building envelopes of both the office/R&D buildings and the parking garage would incorporate a mixture of materials including glass curtain walls, pre-cast/GFRC, and metal composite panels to have a unified appearance. Each of the buildings includes pedestrian level articulation to be sensitive to the pedestrian scale. Building rooflines would have enclosures to screen all mechanical systems. FIGURE 1: 475 Eccles Project Rendering Landscape Standards The project is designed to provide open space that connects the Eccles Ave. corridor with the interior of the site, allowing for building and project site connectivity as well as outdoor amenities, gathering spaces and passive use areas. Section 20.110.003 requires a minimum of 15 percent of the total site be landscaped. The total landscaped area of the site is 62,523sf, which is approximately 24 percent of the total project site. The project would provide an enhanced frontage along Eccles Avenue, including new sidewalks and street trees. Additional landscape standards are contained in Section 20.300.007 “Landscaping”, which is applicable to all new construction, and in Section 20.330.010.J. “Parking Area Design and Development Standards, Staff Report Subject: 475 Eccles Office/R&D Project Date: March 3, 2016 Page 3 of 7 Landscaping”, which is applicable to landscaping of parking areas only. Together, the two sections include regulations that stipulate the location of landscape areas, minimum planter dimensions, the total number of trees required, and so on. Section 20.300.007.D.2 “Alternative Landscape Plan” allows for an applicant to demonstrate that the intent of the landscape requirements under Section 20.300.007 are being met through an Alternative Landscape Plan. The applicant is requesting an Alternative Landscape Plan with the following modifications to the standard requirements:  Parking Garage Rooftop Planting. Uncovered parking on the top level of a parking structure shall have rooftop planters with a minimum dimension of 24 inches around the entire perimeter of the top floor. The applicant is requesting a modification to the requirement to provide rooftop planters on the parking garage rooftop. The parking garage facades have been designed to match the buildings’ architectural facades and therefore reflect the appearance of the campus buildings, including the architectural parapet. In addition, as an alternative to rooftop planters, greenscreen panels will be added to lower-level portions of the garage façade to give more screening on the building. Under Section 20.300.007.D.2, the applicant must demonstrate that the Alternative Landscape Plan reflects the six evaluation criteria below. The applicants’ analysis of these evaluation criteria is included as Attachment 5. 1. Innovative use of plant materials and design techniques in response to unique characteristics of the site or the proposed use. 2. Preservation or incorporation of existing native vegetation. 3. Incorporation of naturalistic design principles, such as variations in topography, meandering or curvilinear plantings, and grouping of dominant plant materials (trees, large shrubs) in a manner consistent with existing native vegetation. 4. Integration of landscaping and pedestrian facilities in a manner that improves access or incorporates pedestrian-friendly design, this may include reduced ground-level planting along the front setback if canopy shade trees along sidewalks are provided. 5. Use of additional shade trees to create a greater canopy effect. 6. A greater degree of compatibility with surrounding uses than a standard landscape plan would offer. Staff is supportive of the proposed Alternative Landscape Plan, as the project complies with all landscape requirements other than the parking garage rooftop planting. The removal of the rooftop planting will not impact the appearance of the parking garage, as the structure is designed to be in keeping architecturally with the Office/R&D buildings and is of a higher architectural standard than a typical parking structure. Therefore, staff believes that the Alternative Landscape Plan meets the intent of the landscape standards and recommends that the Planning Commission approve the Alternative Landscape Plan. Parking The Project proposes 655 parking spaces (a ratio of 2.5 spaces per 1,000 square feet of building space) initially. Of these 655 spaces, 551 spaces would be in the parking structure and 104 would be provided in Staff Report Subject: 475 Eccles Office/R&D Project Date: March 3, 2016 Page 4 of 7 surface parking lots. Up to 53 additional on grade landscaped parking spaces may be added at a later date, based upon City review and approval, which would result in up to 708 spaces for a parking ratio of 2.7 per 1,000 square feet. In order to construct the additional 53 parking spaces, the owner would be required to demonstrate that the requirements of the Transportation Demand Management (TDM) Program were being met and that there was an unmet parking need. Section 20.330.004 requires one parking space per 350 square feet, which results in a ratio of 2.86 spaces per 1,000 square feet of building space. To allow the proposed reduced parking standard of 2.7 spaces per 1,000 square feet, the Planning Commission has the ability to approve a Use Permit so long as the amount of parking generated is supported by the TDM Plan for the project (TDM discussed below). Similar reductions have been approved in the City. Staff supports the reduced parking rate for this project because it will support the overall efforts of the TDM plan as well as the City’s General Plan Policies which promote parking reductions for projects implementing trip reduction programs. Preliminary TDM Plan In accordance with the Zoning Ordinance regulations, the applicant has prepared a preliminary TDM Plan designed to achieve a minimum 35 percent alternative mode use, consistent with the City’s requirements; a copy of the preliminary plan is attached and referenced in the draft Conditions of Approval and the draft Development Agreement. The TDM plan is required to incorporate 14 mandatory measures that have demonstrable effect of reducing the number of trips generated to achieve the minimum alternative mode use. These measures include participation in a shuttle program, carpool and vanpool ride matching and preferential parking, guaranteed ride home program, secure bicycle parking, shower and locker facilities, an on-site designated employee contact, promotional programs, participation in the Congestion Relief Alliance programs that connect the employees to BART, Caltrain and ferry services, and well lit direct paths of travel to transit. In addition to the required TDM measures, the TDM plan includes the incorporation of a minimum of two of the additional measures, with the ability to incorporate all of the additional measures in the future if necessary to comply with the minimum alternative mode use. Sustainability The 475 Eccles development will include a variety of sustainable features. For the building design and construction, the following measures are proposed to be included:  Low-emitting materials  Daylighting and Views for 90 percent of spaces  Recycled content materials  Low-VOC finishes  Cool roofs  Water use reduction fixtures  Compliance with Climate Action Plan The open space and landscape areas have also been designed with sustainability as a priority. The following landscape-related measures are proposed to be included:  Water efficient landscaping, reduce by 50 percent  Bio-filtration elements throughout the site  Native, drought-tolerant plant materials Staff Report Subject: 475 Eccles Office/R&D Project Date: March 3, 2016 Page 5 of 7  Low-flow drip-type irrigation system Increased FAR The Project proposes a total Floor Area Ratio (FAR) of 1.0 on the project site. Section 20.110.003 allows a maximum FAR of 1.0 in the Business and Technology Park (BTP) for projects that implement a TDM Program and include high quality, innovative design, subject to approval of a use permit. Staff is supportive of the increased FAR based on the incorporation of the TDM Program and sustainability measures as discussed above. DESIGN REVIEW BOARD The Design Review Board (DRB) originally reviewed the Project at their January 17, 2012 meeting. The DRB had comments regarding the building architecture, site landscaping and general site layout. The applicant revised the project plans based on these comments, and project was reviewed by the DRB a second time at their June 19, 2012 meeting. The DRB recommended approval of the project, sub ject to several minor landscape modifications. The applicant has modified the drawing set in response to the comments made by the DRB. Staff is of the opinion that the applicant has adequately addressed all of the comments. GENERAL PLAN CONFORMITY AND ZONING CONSISTENCY The Project site is designated Business and Technology Park within the General Plan and is also part of the East of 101 Planning Sub-Area. The site is also located within the Business and Technology Park Zoning District, which provides zoning for a mix of corporate headquarters, research and development facilities, and other offices in a campus-like environment. The project is consistent with the guiding and implementing policies in the General Plan by creating a campus-style development of research and development uses. DEVELOPMENT AGREEMENT The applicant and the City have negotiated a Development Agreement (DA) to clarify and obligate Project features and mitigation measures, including transportation impact fees, public improvements in the East of 101 area, provisions for child care impact fees, park in-lieu fees, and TDM reporting and monitoring requirements. Development Agreement items include:  Development Agreement Term of 12 years.  Payment of applicable fees, including East of 101 Traffic Impact Fee, Oyster Point Grade Overpass Contribution Fee, East of 101 Sewer Impact Fee, Sewer Capacity Fee, General Plan Maintenance Fee, Child Care Impact Fee and Public Safety Impact Fee, including annual escalators.  Payment of a Park-in-Lieu Fee and a Transit Station Enhancement Fee  Phasing of the project.  Compliance with specific provisions of the Climate Action Plan.  Transportation Demand Management Plan requirements. Staff Report Subject: 475 Eccles Office/R&D Project Date: March 3, 2016 Page 6 of 7 The proposed Development Agreement is attached as Exhibit J to the Entitlements Resolution. Note that following a recommendation by the Planning Commission, the DA will be considered by the City Council for approval through adoption of an Ordinance. All Planning Commission approvals contemplated by this planning application would be conditioned upon the approval and execution of the DA. ENVIRONMENTAL REVIEW A Draft Environmental Impact Report (DEIR) analyzing the potential environmental impacts of the project was prepared by Allison Knapp Wollam Consulting on behalf of the City. The DEIR was circulated on October 31, 2012 for a 45-day review period. A public hearing was held before the Planning Commission on December 6, 2012 to receive comments from the public (and Commission) on the DEIR – the December 6, 2012 Staff Report and meeting Minutes are attached (Attachment 2). The DEIR identifies eight significant impacts that would be reduced to less than significant impacts through various mitigation measures, which are thoroughly discussed in the document. In addition, five significant and unavoidable impacts are identified in the document related to noise and transportation. A total of two comment letters were received from the public and commenting agencies: Liberty Gold (property owner at 500 Eccles, letter dated November 14, 2012); and the California Department of Transportation (dated December 14, 2012). None of the comment letters raised significant environmental issues. The Final Environmental Impact Report (FEIR)/Response to Comments is attached to the CEQA Resolution and was circulated for commenting agency review on February 19, 2016. A Mitigation Monitoring and Reporting Program (MMRP) and Statement of Overriding Considerations have been prepared pursuant to Public Resources Code Section 21086.6 and 21081, respectively. The MMRP is organized to correspond to environmental issues and significant impacts discussed in the DEIR and will be used by the City to track or identify: the mitigation measures, timing for implementation, responsible party, the action, and ongoing monitoring responsibility. The complete MMRP is attached to the CEQA Resolution. The Statement of Overriding Considerations is included with the required CEQA Findings and attached to the CEQA Resolution. In summary, the Statement of Overriding Considerations must be adopted by the City Council for those impacts identified as significant and unavoidable in the 475 Eccles EIR (State Clearinghouse No. 2012082101) and the project cannot be approved unless a Statement of Overriding Considerations is adopted which balances the benefits of the proposed project against the unavo idable noise and transportation impacts. The Statement of Overriding Considerations is being supported because the Project will provide economic, social, technological, and other benefits that balance the significant and unavoidable impacts of the project related to traffic. Balancing impacts include the generation of a new source of significant tax revenue and the employment of an additional 900 employees; conversion of an existing vacant site to a research and development campus; promot ion of alternative transportation modes with the adoption of a TDM plan; and the potentially feasible alternatives would not result in the avoidance of the project’s significant and unavoidable impacts. Staff Report Subject: 475 Eccles Office/R&D Project Date: March 3, 2016 Page 7 of 7 PLANNING COMMISSION COMMENTS At the December 6, 2012 public hearing, the Planning Commission also presented general comments in regards to the overall project. The primary comments were related to project traffic, based on the comment letters from the adjacent property owner and Caltrans. The December 6, 2012 staff report and minutes are attached (Attachment 2). CONCLUSION The proposed 475 Eccles Office/Research and Development Project transforms a vacant site to a high quality Office/R&D campus in keeping with the vision of the General Plan and East of 101 Area Plan. Therefore, staff recommends that the Planning Commission adopt the attached resolutions: 1. Recommending that the City Council certify the Environmental Impact Report, including adoption of a Mitigation Monitoring and Reporting Program and Statement of Overriding Considerations; and, 2. Conditionally Approve the Use Permit, Design Review, and Preliminary TDM Plan, and recommend that the City Council approve the Development Agreement based on the attached draft findings and subject to the attached draft conditions of approval. Billy Gross, Senior Planner Sailesh Mehra, Chief Planner Attachments: 1. Draft CEQA Resolution p. 1 Exhibit A: Final EIR p. 5 Exhibit B: CEQA Findings, including Statement of Overriding Considerations p. 123 Exhibit C: Mitigation Monitoring and Reporting Program p. 137 2. Draft Entitlements Resolution p. 143 Exhibit A: General Conditions of Approval p. 150 Exhibit B: Project Plans p. 165 Exhibit C: Preliminary Transportation Demand Management Plan p. 206 Exhibit D: Development Agreement p. 241 3. Planning Commission Documents Staff Report – CEQA Public Comment – December 6, 2012 p. 270 Minutes – December 6, 2012 p. 273 4. Design Review Board Minutes – January 17 and June 19, 2012 p. 276 5. Alternative Landscape Plan Review of Criteria p. 281 2607665.1 March 3, 2016 Minutes Page 1 of 2 The video recording of this Regular Planning Commission meeting can be found at http://www.ssf.net/1996/Planning-Commission MINUTES March 3, 2016 CITY OF SOUTH SAN FRANCISCO REGULAR PLANNING COMMISSION CALL TO ORDER / PLEDGE OF ALLEGIANCE TIME: 7:00 P.M. ROLL CALL / CHAIR COMMENTS PRESENT: Commissioners Martin, Nagales, Ruiz and Wong, Vice Chairperson Faria, and Chairperson Khalfin ABSENT: None AGENDA REVIEW None. CONSENT CALENDAR 1. Approval of the regular meeting minutes February 18, 2016. Commission Discussion begins 00:04:53 in video recording. Motion – Commissioner Nagales/Second – Vice Chairperson Faria to approve the regular meeting minutes of February 18, 2016. Approved by roll call vote (5-0-1). PUBLIC HEARING 2. BioMed Realty - R&D Campus BMR 475 ECCLES AVENUE LLC/Owner/Applicant 475 ECCLES AVE P11-0101: UP11-0011, DR11-0039, TDM11-0001, DA13-0001 & EIR12-0001 Use Permit, Design Review, Preliminary TDM Plan, Development Agreement and Environmental Impact Report to construct two four-story office/R&D buildings totaling 262,287 sf, and a five-level parking structure on a 6.1 acre site in the Business Technology Park (BTP) Zone District in accor dance with SSFMC Chapters 20.040, 20.110, 20.300, 20.310, 20.330, 20.400, 20.450, 20.460, 20.480, and 20.490. Public Hearing Opened: 7:03 P.M. Public Hearing Closed: 7:29 P.M. Commission Discussion begins 00:33:11 in video recording.  Commissioner Nagales raised concern over increase in traffic in the region with this project and questioned staff if are able to reduce the traffic impact. Senior Planner Gross noted that a Transportation Demand Management (TDM) plan was implemented to assist and relieve traffic impact in the East of 101 area and explained that mitigation measures were identified that also took into account new development. Gross also highlighted that each project in the region has also implemented their own TDM plans. Commissioner Martin asked what metric were being used to calculate traffic impacts. Senior Planner Gross stated that the traffic model was created in 2009 and ORAL COMMUNICATIONS None. March 3, 2016 Minutes Page 2 of 2 based on expected projects impacts at that time. The traffic model will be undergoing updates to capture current trends and therefore help to identify mitigation measures.  Commissioner Wong asked staff to clarify if concerns from initial EIR were met specifically in regards to the safety of the neighboring businesses and Genentech childcare center. Gross confirmed that the applicable items were addressed and satisfactory for staff. Environmental Consultant, Allison Knapp also confirmed that no impacts were triggered.  The Commission expressed overall support of the project. Motion – Commissioner Nagales /Second – Commissioner Ruiz to adopt a Resolution making findings and recommending that the City Council certify Environmental Impact Report EIR EIR12-0001 including adoption of a Mitigation Monitoring and Reporting Program and Statement of Overriding Considerations. Approved by roll call vote (6-0-0). Motion – Commissioner Nagales /Second – Vice Chairperson Faria to adopt a Resolution conditionally approving UP11-0011, DR11-0039, TDM11-0001, alternative landscape plan for the construction of an R&D Campus for Project P11-0101 and recommending that the City Council adopt an Ordinance approving Development Agreement DA13-0001 based on the draft findings and subject to the draft conditions of approval including additional conditions about maintaining landscaping in the right of way. Approved by roll call vote (6- 0-0). ADMINISTRATIVE BUSINESS 3. Planning Commission Presentation and Training  Presentation will be postponed to a later date and potentially to include the new Commissioner. ITEMS FROM STAFF Planning Manager Mehra let the Commission know that there may potentially be a Special Planning Commission meeting called on March 24. ITEMS FROM COMMISSION Commissioner Nagales attended the ribbon cutting for South City Pawn Shop and stated the business is doing well in their new space. Commissioner Nagales also asked staff to notify the Commission of the ribbon cutting ceremony for the updates in the Westborough Hills shopping center. Commissioner Nagales shared with the Commission that the City’s TOT taxes are doing wel l as stated in the Daily Journal. Commissioner Wong appreciated that the previous minutes for Item 2 were included with the Staff Report. Chairperson Khalfin confirmed with the Commission to continue with the procedure of asking questions during the public hearing and discussion after public hearing closure. ITEMS FROM THE PUBLIC None. ADJOURNMENT Chairperson Khalfin adjourned the meeting at 8:08 P.M. Sailesh Mehra Alexander Khalfin, Chairperson Secretary to the Planning Commission Planning Commission City of South San Francisco City of South San Francisco Planning Commission Staff Report DATE: December 6, 2012 TO: Planning Commission SUBJECT: 475 Eccles Ave Office/R&D Project – Study Session and Public Comments on the Draft EIR related to a request for a Use Permit, Design Review, Preliminary TDM plan and Development Agreement to construct two 4-story office/R&D buildings totaling 262,287 sf, and a 5-level parking structure on a 6.1 acre site in the Business Technology Park (BTP) Zone District. Address: 475 Eccles Avenue (APN 015-050-580) Owner/Applicant: BioMed Realty Case Nos.: P11-0101: UP11-0011, DR11-0039, TDM11-0001, & EIR 12-0001 RECOMMENDATION : It is recommended that the Planning Commission conduct a Study Session on the proposed project, review and take public testimony on the Draft Environmental Impact Report (DEIR), and provide any additional comments to staff. BACKGROUND/DISCUSSION : Project Description The applicant proposes to demolish existing improvements and construct a new research and development campus, with two 4-story office/research and development buildings totaling 262,287 square feet, a five-level parking structure and surface parking areas on a developed site at 475 Eccles Ave. The proposed parking garage would accommodate 551 parking spaces and an additional 104 surface parking spaces would initially be provided. Design Review Board The project was initially reviewed by the Design Review Board (DRB) at their January 17, 2012 meeting. The DRB had comments regarding the building architecture, site landscaping and general site layout. The applicant revised the project plans based on these comments, and project was reviewed by the DRB a second time at their June 19, 2012 meeting. The DRB recommended approval of the project, subject to several minor landscape modifications. Environmental Impact Report A Draft Environmental Impact Report (DEIR) analyzing the potential environmental impacts of the project was prepared by the firm of Allison Knapp Wollam Consulting. The DEIR was initially Staff Report Study Session – 475 Eccles Ave December 6, 2012 Page 2 circulated on October 31, 2012 for a 45 day review period. This public hearing is intended to allow the public and the Commission an opportunity to present oral comments on the draft report. Written comments will be accepted until December 14, 2012. The DEIR identifies eight significant impacts that would be reduced to less than significant impacts through various mitigation measures, which are thoroughly discussed in the document: Significant Impacts 1. Existing AM Peak Hour volumes would increase by 1.9% on U.S. 101 Northbound Off-Ramp to East Grand Ave/Executive Drive. 2. AM Year 2015 vehicle queuing would increase by 1.7% at Oyster Point Blvd/Dubuque Ave/U.S. 101 Northbound On-Ramp. 3. AM Year 2015 traffic volumes would increase by 2.3% at the U.S. 101 Southbound Off-Ramp to Oyster Point Blvd/Gateway Blvd. 4. AM Year 2035 traffic volumes would increase by 2.1% at the Oyster Point Blvd/Eccles Ave intersection. 5. AM Year 2035 traffic volumes would increase by 1.5% at the Oyster Point Blvd/Gateway Blvd/U.S. 101 Southbound Flyover Off-Ramp intersection in the through lanes on the eastbound Oyster Point Blvd approach, resulting in increased peak hour vehicle queuing. 6. AM Year 2035 traffic volumes would increase by 1.4% at the Oyster Point Blvd/Dubuque Ave/U.S. 101 Northbound Off-Ramp intersection in the through lanes on the eastbound Oyster Point Blvd approach, resulting in increased peak hour vehicle queuing. 7. Sight line issues are present for two of the three driveways providing access from Eccles Ave. 8. Right -of-way conflicts could result at the first internal intersection at the southern driveway. In addition, five significant and unavoidable impacts are identified in the report. 1. AM Year 2015 traffic volumes would increase by 2.3% at the U.S. 101 Southbound Off-Ramp (flyover) diverge to the Oyster Point Blvd/Gateway Blvd intersection. 2. AM Year 2035 traffic volumes would increase by 1.4% at the U.S. 101 Southbound Off-Ramp to Oyster Point Blvd/Gateway Blvd intersection. 3. AM Year 2035 traffic volumes would increase by 1.3% at the U.S. 101 Northbound Off-Ramp to East Grand Ave/Executive Drive intersection. 4. AM Year 2035 traffic volumes would increase by 1.4% at the U.S. 101 Southbound Off-Ramp (flyover) diverge Oyster Point /Gateway Boulevard intersection. 5. PM Year 2035 traffic volumes would increase by 1.1% at the U.S. 101 Northbound one-lane On-Ramp from the Oyster Poi nt Blvd /Dubuque Ave intersection. These impacts related to traffic back-ups on the freeway and vehicle queues at intersections would remain significant and unavoidable due to the infeasibility of mitigation measures. As a result, this project cannot ultimately be approved unless a Statement of Overriding Considerations is adopted which balances the benefits of the proposed Project against its unavoidable transportation impacts. The next step in the environmental review process will be for staff and the environmental consultant to Staff Report Study Session – 475 Eccles Ave December 6, 2012 Page 3 prepare responses to all comments received during the review process. The response to comments will be included in the Final EIR, which is anticipated to be presented to the Commission together with the full project entitlements in early 2013. CONCLUSION : Staff requests that the Planning Commission take public comments on the DEIR and offer any other comments regarding the proposed 475 Eccles Ave Office/Research and Development project. Billy Gross, Associate Planner Attachments 1. Design Review Board Minutes – January 17, 2012 and June 19, 2012 : 2. Draft EIR dated October 26, 2012 – available for review at http://weblink.ssf.net/Browse.aspx 3. Project Plans, dated May 24, 2012 December 6, 2012 Minutes Page 1 of 4 MINUTES December 6, 2012 CITY OF SOUTH SAN FRANCISCO REGULAR PLANNING COMMISSION CALL TO ORDER / PLEDGE OF ALLEGIANCE ROLL CALL / CHAIR COMMENTS PRESENT: Chairperson Zemke, Vice Chairperson Ochsenhirt, Commissioner Gupta, Commissioner Martin, and Commissioner Prouty. ABSENT: Commissioner Giusti, and Commissioner Sim. STAFF PRESENT: Chief Planner Kalkin, Assistant City Attorney Rosenberg, Associate Planner Gross, Administrative Assistant Cabano, Senior Civil Engineer Bautista, Fire Marshal Da Silva, Sergeant Campbell, and Assistant City Manager Van Duyn. AGENDA REVIEW ORAL COMMUNICATIONS CONSENT CALENDAR 1. Approval of the Regular Meeting Minutes of November 1, 2012. Motion--Vice Chairperson Ochsenhirt/Second--Commissioner Gupta to approve the Consent Calendar. Approved by unanimous voice vote. PUBLIC HEARING 2. BioMed Realty - R&D Campus BMR 475 ECCLES AVENUE LLC/Owner/Applicant 475 ECCLES AVE P11-0101: UP11-0011, DR11-0039, TDM11-0001 & EIR12-0001 Public Comments on the Draft EIR and Study Session related to a request for a Use Permit, Design Review, and Preliminary TDM plan to construct two 4-story office/R&D buildings totaling 262,287 sf, and a 5-level parking structure on a 6.1 acre site in the Business Technology Park (BTP) Zone District in accordance with SSFMC Chapters 20.110, 20.300, 20.330, 20.400, 20.480 & 20.490. Chairperson Zemke opened the public and asked for the staff report. Associate Planner Gross presented the staff report and introduced Allison Knapp from Knapp Wollam Consulting (the City’s environmental consultant). Ms. Knapp gave a presentation on the EIR. Commission comments/questions:  Commission asked the applicant team to address the issue of traffic. Associate Planner Gross stated that a Transportation Demand Management Plan with a 35% percent alternative mode shift will be required for this project. It has been submitted and will come forward as part of the entitlement process. Mark Crane of Crane Transportation Group (part of the environmental consultant team), gave a brief presentation. He explained the traffic modeling for any development in the East of 101 is looked at in the context of the year 2015 and year 2035 traffic conditions. The year 2015 condition assumption is that this project, along with the other developments in the East of 101 area, will have very complete TDM programs in process such that peak hour December 6, 2012 Minutes Page 2 of 4 traffic by year 2015 would be reduced 20% and by year 2035 would be reduced 25%. These assumptions were challenged by CalTrans in a letter to the City. Crane Transportation investigated the reality of these reduction assumptions compared to what is happening today with businesses in the East of 101 Area. It was found that current conditions show businesses in the East of 101 area generating traffic at significantly lower levels than the assumptions being used for future conditions.  Commission inquired whether there were other options/solutions. Mr. Crane stated that the traffic model assumes that all feasible mitigation measures are in place.  Commission questioned why all businesses in that area were not implementing TDM programs. Associate Planner Gross stated that businesses are not required to officially report back on approved TDM programs until they have been in operation for at least one year; businesses are in different stages of program implementation.  Commission asked when TDM program implementation status is determined. Associate Planner Gross stated that all projects have a requirement to complete an annual TDM Report Survey. Developments asking for a floor area ratio bonus are additionally required to complete triennial TDM reports in which applicants are required to hire a consultant to do physical counts. Chief Planner Kalkin added that those projects with triennial survey requirements also have potential financial penalties for non-compliance.  Commission asked the traffic consultant about a complaint letter regarding proposed traffic levels on Eccles Avenue. Mr. Crane explained that the traffic modeling assumed full development by 2035 in all of East of 101 area, and that the increased traffic levels on Eccles Ave would not result in substandard levels of service on that roadway.  Commission asked the developer whether the development would be easily accessible for bus and shuttle services. Andrew Richards, representing BioMed Realty, stated there is enough space for buses to maneuver and that BioMed Realty embraces the TDM requirements. He noted they are hands-on operators of their properties and very involved in working with tenants to make sure they are compliant with all the regulations as well as with LEED certification.  Commission asked how many tenants were proposed to occupy the campus. Mr. Richards stated that ideally 1 or 2 tenants would occupy the site and that TDM requirements are discussed during lease negotiations. All TDM requirements become an exhibit in the final lease.  Commission complimented the applicant on incorporating the recommendations of the Design Review Board in order to utilize the plaza.  Commission asked staff about the objective of the study session. Chief Planner Kalkin replied that the study session allows the Commission and public to hear an overview of the project in order to have a more comprehensive discussion of the environmental document.  Commission asked for a projected groundbreaking date. Mr. Richards stated that construction could begin as soon as a tenant is identified. Demolition of the existing building will occur early next year, which will help facilitate securing a tenant. The applicant will be asking for a Development Agreement as part of the entitlements.  Commission questioned whether the wind factor was taken into consideration. Mr. Richards stated that a wind consultant was involved to help with the design. Associate Planner Gross stated that the Design Review Board response letter included the recommendations of the wind consultant. 3. Anaerobic Digestion Facility BLUE LINE TRANSFER, INC/Owner/Applicant 500 E JAMIE CT P12-0022: UPM12-0002, DR12-0009 & ND12-0001 Use Permit Modification, Design Review and Mitigated Negative Declaration to install an Anaerobic Digestion Facility at Blue line Transfer at 500 East Jamie Court in the Mixed Industrial (MI) Zone District in accordance with SSFMC Chapters 20.110, 20.300, 20.330, 20.460, 20.480 & 20.490. Chairperson Zemke opened the public hearing and called for the staff report. Associate Planner Gross presented the staff report. The applicant/project manager for Blue Line Transfer, Evan Edgar, of Edgar and Associates, gave a presentation giving more details of the specifics of the project of processing food waste and green waste to create biogas. He explained that this facility implements the Climate Action Plan and is a model program. He introduced Doug Button, with Blue Line Transfer, and Paul Miller, with ESA (the City’s environmental consultant). RESOLUTION NO. 2785-2016 PLANNING COMMISSION, CITY OF SOUTH SAN FRANCISCO STATE OF CALIFORNIA A RESOLUTION MAKING FINDINGS AND RECOMMENDING THAT THE CITY COUNCIL CERTIFY AN ENVIRONMENTAL IMPACT REPORT INCLUDING A STATEMENT OF OVERRIDING CONSIDERATIONS AND MITIGATION MONITORING AND REPORTING PROGRAM FOR THE 475 ECCLES AVENUE OFFICE/RESEARCH AND DEVELOPMENT CAMPUS PROJECT. WHEREAS, BMR-475 Eccles Avenue LLC, a Delaware Limited Liability Company (“Applicant”) owns property consisting of approximately six and one-tenth (6.1) acres located at 475 Eccles Avenue of the City of South San Francisco, San Mateo County, California, (“Project Site”); and, WHEREAS, Applicant desires to develop the 475 Eccles Avenue Office/Research and Development Campus Project (“Project”) with an office/research and development (R&D) campus and recreational open space uses; and, WHEREAS, Applicant seeks approval of Use Permit, Design Review, a Preliminary Transportation Demand Management (“TDM”) Plan, and a Development Agreement which would authorize the construction of an office/R&D development at an FAR of 1.0 with up to a total of 262,287 square feet, subject to the terms of the Project entitlements including the proposed Development Agreement; and, WHEREAS, in accordance with the California Environmental Quality Act (Pub. Resources Code, § 21000 et seq. [“CEQA”]) the City determined that an Environmental Impact Report (“SEIR”) was required to evaluate the impacts of the proposed Project; and WHEREAS, the City issued a Notice of Preparation on August 28, 2012; and WHEREAS, the City prepared a Draft EIR, which was circulated for 45-day public/agency review period from October 23, 2012 through December 7, 2012; and WHEREAS, Notices of the Availability of the Draft EIR were published in the South San Francisco Examiner, mailed to property owners within a 300-foot radius of the site, noticed to local agencies and cities, and circulated through the State Clearinghouse; and WHEREAS, the Planning Commission held a duly noticed meeting during the review period on December 6, 2012 to take public testimony on the Draft EIR; and WHEREAS, the City prepared written responses to comments received on the Draft EIR and prepared a Final EIR for circulation, which consists of the Draft EIR (incorporated by reference), all comments received on the Draft EIR, written responses to comments received on the Draft EIR, and revisions to the Draft EIR; and WHEREAS, the Draft EIR reviewed and analyzed the potential environmental impacts of the Project, including environmental impacts in the areas of Aesthetics; Air Quality; Biological Resources; Cultural Resources; Geology & Soils; Hazards/Hazardous Materials; Hydrology and Water Quality; Land Use and Planning; Noise; Population & Housing; Public Services; Transportation and Circulation; Utilities/Service Systems; and cumulative impacts of the Project, growth-inducing impacts of the Project, as well as potential Project Alternatives; WHEREAS, where feasible, mitigation measures have been incorporated into the Project to reduce identified impacts to a level of less than significant; and WHEREAS, no feasible mitigation exists for certain significant and unavoidable transportation impacts that would reduce the impacts to a less-than-significant level. NOW, THEREFORE, BE IT RESOLVED that based on the entirety of the record before it, which includes without limitation, CEQA and the CEQA Guidelines, 14 California Code of Regulations § 15000, et seq.; the South San Francisco General Plan and General Plan EIR; the South San Francisco General Plan Update and General Plan Update EIR; the South San Francisco Municipal Code; the Project applications; the 475 Eccles Avenue Project Plans, as prepared by CAS Architects, Inc., dated September 19, 2014; the Preliminary Transportation Demand Management Plan, as prepared by Fehr & Peers, dated January 2016; the 477 Eccles Avenue EIR, including the Draft and Final EIR and all appendices thereto; all site plans, and all reports, minutes, and public testimony submitted as part of the Planning Commission's duly noticed meeting on March 3, 2016; and any other evidence (within the meaning of Public Resources Code §21080(e) and §21082.2) (“Record”), the City of South San Francisco City Council hereby finds as follows: 1. The foregoing Recitals are true and correct and made a part of this Resolution. 2. The exhibits and attachments, including the Environmental Impact Report including the Draft EIR and Final EIR (attached as Exhibit A), the CEQA Findings including Statement of Overriding Considerations (attached as Exhibit B), and the Mitigation Monitoring and Reporting Program (attached as Exhibit C), are each incorporated by reference and made a part of this Resolution, as if set forth fully herein. 3. The documents and other material constituting the record for these proceedings are located at the Planning Division for the City of South San Francisco, 315 Maple Avenue, South San Francisco, CA 94080, and in the custody of Chief Planner, Sailesh Mehra. 4. Based on the Planning Commission’s independent judgment and analysis, the Planning Commission recommends that the City Council make the findings regarding the Project's significant and unavoidable impacts, potentially significant impacts, and less than significant impacts; makes the findings regarding the proposed mitigation measures, and the Project alternatives; and adopts the Statement of Overriding Considerations, finding that the benefits of the Project outweigh the Project’s significant and unavoidable environmental impacts, for the reasons, and as further set forth in Exhibit B, attached hereto and incorporated by reference. BE IT FURTHER RESOLVED that the Planning Commission of the City of South San Francisco hereby recommends that the City Council certify EIR12-0001 attached as Exhibit A, and adopt the Mitigation Monitoring and Reporting Program, attached as Exhibit C. BE IT FURTHER RESOLVED that the Resolution shall become effective immediately upon its passage and adoption. * * * * * * * I hereby certify that the foregoing resolution was adopted by the Planning Commission of the City of South San Francisco at the regular meeting held on the 3rd day of March, 2016 by the following vote: AYES: Chairperson Khalfin, Vice Chairperson Faria, Commissioner Martin, Commissioner Nagales, Commissioner Ruiz, and Commissioner Wong. NOES: _________________________ ABSTENTIONS:_______________________________________________________________ ABSENT:____________________________________________________ Attest:________/s/Sailesh Mehra______________ Secretary to the Planning Commission Exhibit A Environmental Impact Report [Draft Environmental Impact Report Previously Circulated, available online at http://weblink.ssf.net/weblink/0/doc/133212/Page1.aspx; Final Environmental Impact Report Attached] Exhibit B CEQA Findings Including Statement of Overriding Considerations Exhibit C Mitigation Monitoring and Reporting Program RESOLUTION NO._2786-2016_ PLANNING COMMISSION, CITY OF SOUTH SAN FRANCISCO STATE OF CALIFORNIA A RESOLUTION MAKING FINDINGS AND CONDITIONALLY APPROVING A USE PERMIT, DESIGN REVIEW, AND TRANSPORTATION DEMAND MANAGEMENT PLAN, AND RECOMMENDING THAT THE CITY COUNCIL APPROVE A DEVELOPMENT AGREEMENT FOR THE DEVELOPMENT OF A 6.1 ACRE SITE FOR THE 475 ECCLES AVENUE OFFICE/RESEARCH AND DEVELOPMENT CAMPUS PROJECT. WHEREAS, BioMed Realty Trust (“Applicant”) owns property consisting of approximately six and one-tenth (6.1) acres located at 475 Eccles Avenue of the City of South San Francisco, San Mateo County, California, (“Project Site”); and, WHEREAS, Applicant desires to develop the 475 Eccles Avenue Office/Research and Development Campus Project (“Project”) with an office/research and development (R&D) campus and recreational open space uses; and, WHEREAS, Applicant seeks approval of Use Permit, Design Review, Alternative Landscape Plan, a Preliminary Transportation Demand Management (“TDM”) Plan, and a Development Agreement which would authorize the construction of an office/R&D development at an FAR of 1.0 with up to a total of 262,287 square feet, subject to the terms of the Project entitlements including the proposed Development Agreement; and, WHEREAS, approval of the Applicant’s proposal is considered a “project” for purposes of the California Environmental Quality Act, Pub. Resources Code § 21000, et seq. (“CEQA”); and, WHEREAS, on March 3, 2016 the Planning Commission for the City of South San Francisco held a lawfully noticed public hearing to solicit public comment and consider the EIR and the proposed entitlements, take public testimony, conditionally approve elements of the Project and make a recommendation to the City Council on the Project; and, WHEREAS, the Planning Commission reviewed and carefully considered the information in the Environmental Impact Report (“EIR”), and by separate resolution, recommends the City Council adopt the EIR, including a Mitigation Monitoring and Reporting Program and a Statement of Overriding Considerations, as an objective and accurate document that reflects the independent judgment and analysis of the City in the discussion of the Project’s environmental impacts. NOW, THEREFORE, BE IT RESOLVED that based on the entirety of the record before it, which includes without limitation, the California Environmental Quality Act, Public Resources Code §21000, et seq. (“CEQA”) and the CEQA Guidelines, 14 California Code of Regulations §15000, et seq.; the South San Francisco General Plan and General Plan EIR; the South San Francisco Municipal Code; the Project applications; the 475 Eccles Avenue Project Plans, as prepared by CAS Architects, Inc., dated September 19, 2014; the Preliminary Transportation Demand Management Plan, as prepared by Fehr & Peers, dated January 2016; the 477 Eccles Avenue EIR, including the Draft and Final EIR and all appendices thereto ; all site plans, and all reports, minutes, and public testimony submitted as part of the Planning Commission’s duly noticed March 3, 2016 meeting; and any other evidence (within the meaning of Public Resources Code §21080(e) and §21082.2), the Planning Commission of the City of South San Francisco hereby finds as follows: A. General Findings 1. The foregoing recitals are true and correct. 2. The Exhibits attached to this Resolution, including the Conditions of Project Approval (Exhibit A), the 475 Eccles Project Plans (attached as Exhibit B), the Preliminary Transportation Demand Management (TDM) Plan (attached as Exhibit C), and the Development Agreement (attached as Exhibit D) are each incorporated by reference and made a part of this Resolution, as if set forth fully herein. 3. The documents and other material constituting the record for these proceedings are located at the Planning Division for the City of South San Francisco, 315 Maple Avenue, South San Francisco, CA 94080, and in the custody of Chief Planner, Sailesh Mehra. 4. By Resolution No. ________, the Planning Commission, exercising its independent judgment and analysis, has recommended that the City Council find that an EIR was prepared for the Project in accordance with CEQA, which EIR adequately discloses and analyzes the proposed Project’s potentially significant environmental impacts, its growth inducing impacts, and its cumulative impacts, and analyzed alternatives to the Project. For those impacts that could potentially exceed CEQA thresholds of significance, where feasible the City has identified and imposed mitigation measures that avoid or reduce the impact to a level of less- than-significant. The Planning Commission has further recommended that the City Council find that the benefits of approving the Project outweigh the Project’s significant and unavoidable impacts. B. Use Permit 1. The proposed Project is consistent with the standards and requirements of the City’s Zoning Ordinance. The Project meets or exceeds all of the general development standards of the Business and Technology Park Zoning District, with the exception of parking, for which a reduced parking standard of 2.5 spaces per 1,000 square feet is proposed rather than the typical parking standard of 2.86 spaces per 1,000 square feet, and with the exception of floor area ratio, for which a maximum ratio of 1.0 rather than 0.5 is proposed. The exceptions for parking and increased floor area ratio are permissible and warranted by the City’s Zoning Ordinance because the Project incorporates a robust Transportation Demand Management Program designed to encourage future employees to rely on alternatives forms of transportation and incorporates high quality, innovative design and product type, and maximum provisions for pedestrian and bicycle use as well as expanded sustainability measures beyond what is required under Title 15 of the City’s Municipal Code. 2. The proposed Project is consistent with the General Plan and the East of 101 Area Plan. The 1999 General Plan includes policies and programs that are designed to encourage the development of high technology campuses in the East of 101 Area, allow for employee -serving services, and requires the preparation of a Traffic Demand Management plan to reduce congestion impacts. Consistent with these policies, the 475 Eccles Avenue Office/R&D Project provides for the construction of an office/R&D development at an FAR of 1.0. The Project includes employee-serving amenities in accordance with a preliminary Transportation Demand Management Plan and meets specific design standards established for the East of 101 Area. Further, approval of the Project, including the proposed Development Agreement, will not impede achievement of, and is consistent with, applicable General Plan policies. 3. The proposed use will not be adverse to the public health, safety, or general welfare of the community, nor detrimental to surrounding properties or improvements, because the proposed use is consistent with the existing uses in the vicinity of the site, including the office/R&D uses. The project proposes Office/R&D uses on a site located in the City’s East of 101 area, which is intended for this type of use. The East of 101 Area Plan and General Plan have analyzed this type of use in the East of 101 area, and concluded that office/R&D uses in the East of 101 area are not adverse to the public health, safety, or welfare. As the proposed Project is consistent with surrounding office/R&D uses in the vicinity, approval of the Project will not be detrimental to the nearby properties. 4. The proposed Project complies with applicable standards and requirements of the City’s Zoning Ordinance, with the exception of landscaping and parking requirements, which are permissible and warranted by the Zoning Ordinance. The Alternative Landscape Plan is allowable under the City’s Municipal Code Section 20.300.007(D)(2). The exception for the number of parking spaces is allowable under the City’s Municipal Code Section 20.330.006(D), and warranted based on the following findings: i. The parking reduction will serve to support and promote the Project’s TDM program. ii. The Project provides 87% of the required parking spaces and is required, through the TDM program, to achieve an alternative mode use of 35%. The use will be adequately served by the proposed on-site parking and the site is not anticipated to result in a shortfall of on-site parking or create the need for overflow parking off-site. iii. The proposed parking standard of 2.5 spaces per 1,000 square feet will be adequate for the proposed use because of the offered alternative solutions for providing and managing parking. The Project is required to implement a TDM Program on an on- going basis over the life of the Project with a required alternative mode shift of 35%. The TDM requirements applicable to the Project, the fact that similar reduced standards have been accepted and/or successfully applied within several large developments in the City, including the Bay West Cove Specific Plan District, the Gateway Specific Plan District, Britannia East Grand and the Genentech Campus, and the studies from the Institute of Transportation Engineers (ITE) all support a reduced parking standard. iv. The reduced parking rate reinforces the overall efforts of the City’s General Plan and the TDM Ordinance, which encourage reduced parking standards as an effective tool in encouraging use of alternative modes of transportation other than single occupancy vehicles. v. The parking demand generated by the Project will not exceed the capacity of or have a detrimental effect on the supply of on-street parking in the surrounding areas because the Project provides sufficient on-site parking and is implementing a TDM Program on an on-going basis over the life of the Project with a required alternative mode shift of 35%. vi. The number of parking spaces provided by the reduced standard will serve all existing, proposed and potential uses as effectively and conveniently as would the standard number of parking spaces required by Chapter 20.210 and Chapter 20.330. As described above, there is ample evidence to support the proposed parking reduction, and there is added concern that an overabundance of parking could have a deleterious effect on the goals and objectives of the City’s TDM efforts since such would serve as a disincentive to use of alternative modes of transportation. 5. The design, location, size, and operating characteristics of the proposed Project are compatible with the existing and reasonably foreseeable future land uses in the vicinity because the Project proposes office/R&D uses in the East of 101 Area, which is specifically intended for such uses. 6. The site is physically suitable for the type of development and density proposed, as the office/R&D uses will benefit from being located in the East of 101 Area, and the size and development is appropriate for the location and meets the City’s land use and zoning standards. 7. The Project complies with CEQA for the reasons stated in Finding A.4 above. C. Design Review 1. The Project, including Design Review, is consistent with Title 20 of the South San Francisco Municipal Code because the Project has been designed as a high quality, energy efficient, contemporary, office/R&D campus which will provide open spaces and a pedestrian- friendly environment with extensive landscaping and sustainability elements incorporated. Subject to approval of the Alternative Landscape Plan, the project meets or exceeds all general development standards and all other applicable provisions of this Ordinance and all other titles of the South San Francisco Municipal Code. 2. The Project, including Design Review, is consistent with the General Plan because the proposed office/R&D buildings are consistent with the policies and design direction provided in the South San Francisco General Plan for the Business and Technology Park land use designation by encouraging the development of high technology campuses in the East of 101 Area. 3. The Project, including Design Review, is consistent with the applicable design guidelines adopted by the City Council in that the proposed Project is consistent with t he Employment District Standards included in Chapter 20.110. 4. The Project is consistent with the applicable design review criteria in Section 20.480.006 (“Design Review Criteria”) because the project has been evaluated against, and found to be consistent with, each of the eight design review criteria included in the “Design Review Criteria” section of the Ordinance. D. Transportation Demand Management (TDM) Plan 1. The proposed trip reduction measures contained in the TDM (attached hereto as Exhibit F) are feasible and appropriate for the Project, considering the proposed use or mix of uses and the project’s location, size, and hours of operation. Appropriate and feasible measures have been included in the TDM plan to achieve a projected 35% alternative mode usage, as required. The TDM provides incentives for employees to use modes of transportation other than single-occupancy vehicle trips, such as secure bicycle storage, shower facilities, preferential parking for carpools and vanpools, and an employee TDM contact, among others. The TDM also uses a lower parking ratio to increase ridership on BART, Caltrain and other transit services. Further, pedestrian walkways linking the Project to adjacent shuttle stops will help encourage alternative forms of transportation. 2. The proposed performance guarantees will ensure that the target 35% alternative mode use established for the Project by Chapter 20.400 will be achieved and maintained. Conditions of approval have been included to require that the Final TDM Plan, which must be submitted for review and approval prior to issuance of a building permit, shall outline the required process for on-going monitoring including annual surveys and triennial reports. E. Development Agreement 1. The Owner and City have negotiated a Development Agreement pursuant to Government Code section 65864 et seq. The Development Agreement, attached hereto as Exhibit D, sets for the duration, property, project criteria, and other required information identified in Government Code section 65865.2. Based on the findings in support of the Project, the Planning Commission finds that the Development Agreement, vesting a project for a campus- style development of office and R&D buildings, is consistent with the objectives, policies, general land uses and programs specified in the South San Francisco General Plan and any applicable zoning regulations. 2. The Development Agreement is compatible with the uses authorized in, and the regulations prescribed for the land use district in which the real property is located. The subject site is suitable for the type and intensity of the land use being proposed. The General Plan specifically contemplates the proposed type of project and the suitability of the site for development was analyzed thoroughly in the environmental document prepared for the Project. 3. The Development Agreement is in conformity with public convenience, general welfare and good land use practice in that the project will implement land use guidelines set forth in the General Plan and the Business and Technology Park Zoning District which have planned for campus-style development of office and R&D buildings at this location. 4. The Development Agreement will not be detrimental to the health, safety and general welfare because the project will proceed in compliance with all of the policies and programs specified in the General Plan and in compliance with all applicable zoning, subdivision, and building regulations of the City of South San Francisco. 5. The Development Agreement will not adversely affect the orderly development of property or the preservation of property values in that the project will be consistent with the General Plan. NOW, THEREFORE, BE IT FURTHER RESOLVED that subject to the Conditions of Approval, attached as Exhibit A to this resolution, the Planning Commission of the City of South San Francisco hereby makes the findings contained in this Resolution, and conditionally approves the Use Permit, Alternative Landscape Plan, the Preliminary TDM Plan (attached as Exhibit C), and Design Review. BE IT FURTHER RESOLVED that the Planning Commission recommends that the City Council adopt an ordinance approving the Development Agreement between the City of South San Francisco and BioMed Realty Trust (attached as Exhibit D). BE IT FURTHER RESOLVED that the Planning Commission approvals stated herein are conditioned upon the City Council’s approval of the Development Agreement between the City of South San Francisco and BioMed Realty Trust. BE IT FURTHER RESOLVED that this Resolution shall become effective immediately upon its passage and adoption. * * * * * * * I hereby certify that the foregoing resolution was adopted by the Planning Commission of the City of South San Francisco at the regular meeting held on the 3rd day of March, 2016 by the following vote: AYES:___Chairperson Khalfin, Vice Chairperson Faria, Commissioner Martin, Commissioner Nagales, Commissioner Ruiz and Commissioner Wong.__ NOES:________________________________________________________________ ABSTENTIONS:________________________________________________________ ABSENT:______________________________________________________________ Attest:______/s/Sailesh Mehra_________________ Sailesh Mehra Secretary to the Planning Commission Exhibit A Conditions of Approval Exhibit B 457 Eccles Avenue Project Plans Exhibit C Preliminary Transportation Demand Management Plan Exhibit D Development Agreement 2613329.1 City Council July 27, 2016 1 2 3 Building A Entry 4 Aerial View from South Aerial View from Southeast 5 View of balconies View of parking garage View of rear of development View of courtyard between Buildings A and B LEED Silver target Compliance with Climate Action Plan Daylighting and Views for 90% of spaces Other Building and Landscaping Measures 6 7 Term of 12 years Park In-Lieu Fee Transit Station Enhancement Fee Other DA Items Payment of Fees Phasing Compliance with Draft Climate Action Plan TDM Plan requirements 8 Draft Environmental Impact Report (EIR) Impacts Identified related to Traffic & Circulation Final EIR / Response to Comments Mitigation Monitoring and Reporting Program Statement of Overriding Considerations 9 10 That the City Council follow the Planning Commission’s recommendation and take the following actions: 1.Adopt a Resolution making findings and certifying EIR 12-0001, including adoption of a Mitigation Monitoring and Reporting Program and Statement of Overriding Considerations; 2.Adopt a Resolution making findings and approving Planning Project P11-0101, including UP11-0011, DR11-0039, TDM11-0001, based on the attached draft findings and subject to the attached draft conditions of approval. 3.Waive reading and introduce an Ordinance approving Development Agreement DA13-0001. City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:16-213,Version:1 Resolution making findings and certifying an Environmental Impact Report including a Statement of Overriding Considerations and Mitigation Monitoring and Reporting Program for the 475 Eccles Avenue Office/Research and Development Campus Project. WHEREAS, BMR-475 Eccles Avenue LLC, a Delaware Limited Liability Company (“Applicant”) owns property consisting of approximately six and one-tenth (6.1) acres located at 475 Eccles Avenue of the City of South San Francisco, San Mateo County, California, (“Project Site”); and, WHEREAS, Applicant desires to develop the 475 Eccles Avenue Office/Research and Development Campus Project (“Project”) with an office/research and development (R&D) campus and recreational open space uses; and, WHEREAS, Applicant seeks approval of Use Permit, Alternative Landscape Plan, Design Review, a Preliminary Transportation Demand Management (“TDM”) Plan, and a Development Agreement, which would authorize the construction of an office/R&D development at an FAR of 1.0 with up to a total of 262,287 square feet, subject to the terms of the Project entitlements including the proposed Development Agreement; and, WHEREAS, in accordance with the California Environmental Quality Act (Pub. Resources Code, § 21000 et seq. [“CEQA”]) the City determined that an Environmental Impact Report (“SEIR”) was required to evaluate the impacts of the proposed Project; and, WHEREAS, the City issued a Notice of Preparation on August 28, 2012; and, WHEREAS, the City prepared a Draft EIR, which was circulated for 45-day public/agency review period from October 23, 2012 through December 7, 2012; and, WHEREAS, Notices of the Availability of the Draft EIR were published in the South San Francisco Examiner, mailed to property owners within a 300-foot radius of the site, noticed to local agencies and cities, and circulated through the State Clearinghouse; and, WHEREAS, the Planning Commission held a duly noticed meeting during the review period on December 6, 2012 to take public testimony on the Draft EIR; and, WHEREAS, the City prepared written responses to comments received on the Draft EIR and prepared a Final EIR for circulation, which consists of the Draft EIR (incorporated by reference), all comments received City of South San Francisco Printed on 9/8/2016Page 1 of 3 powered by Legistar™ File #:16-213,Version:1 on the Draft EIR, written responses to comments received on the Draft EIR, and revisions to the Draft EIR; and, WHEREAS, the Draft EIR reviewed and analyzed the potential environmental impacts of the Project, including environmental impacts in the areas of Aesthetics; Air Quality; Biological Resources; Cultural Resources; Geology & Soils; Hazards/Hazardous Materials; Hydrology and Water Quality; Land Use and Planning; Noise; Population & Housing; Public Services; Transportation and Circulation; Utilities/Service Systems; and cumulative impacts of the Project, growth-inducing impacts of the Project, as well as potential Project Alternatives; and, WHEREAS, where feasible, mitigation measures have been incorporated into the Project to reduce identified impacts to a level of less than significant; and, WHEREAS, no feasible mitigation exists for certain significant and unavoidable transportation impacts that would reduce the impacts to a less-than-significant level; and, WHEREAS, on March 3, 2016 the Planning Commission for the City of South San Francisco held a duly noticed public hearing to solicit public comment and consider the Draft EIR and the proposed entitlements and take public testimony, at the conclusion of which, the Planning Commission recommended that the City Council certify the EIR and conditionally approved the Project, subject to City Council review and approval; and, WHEREAS, the City Council held duly noticed public hearings on May 25, 2016 and on July 27, 2016 to consider the EIR, the Use Permit, Alternative Landscape Plan, Design Review, Preliminary TDM Plan, and Development Agreement and take public testimony; and, WHEREAS, the City Council has reviewed and carefully considered the information in the EIR, including all comment letters submitted, and makes the findings contained in this Resolution, and adopts the EIR, as an objective and accurate document that reflects the independent judgement and analysis of the City in the discussion of the Project’s environmental impacts. NOW, THEREFORE, BE IT RESOLVED that based on the entirety of the record before it, which includes without limitation, CEQA and the CEQA Guidelines, 14 California Code of Regulations § 15000,et seq.; the South San Francisco General Plan and General Plan EIR; the South San Francisco General Plan Update and General Plan Update EIR; the South San Francisco Municipal Code; the Project applications; the 475 Eccles Avenue Project Plans, as prepared by CAS Architects, Inc., dated September 19, 2014; the Preliminary Transportation Demand Management Plan, as prepared by Fehr & Peers, dated January 2016; the 475 Eccles Avenue EIR, including the Draft and Final EIR and all appendices thereto; all site plans, and all reports, minutes, and public testimony submitted as part of the Planning Commission's duly noticed meeting on March 3, 2016 and Planning Commission deliberations; all reports, minutes and public testimony submitted as part of the City Council’s duly noticed public hearings on May 25, 2016 and July 27, 2016, and City Council deliberations; and any other evidence (within the meaning of Public Resources Code §21080(e) and §21082.2) City of South San Francisco Printed on 9/8/2016Page 2 of 3 powered by Legistar™ File #:16-213,Version:1 (“Record”), the City of South San Francisco City Council hereby finds and resolves as follows: 1.The foregoing Recitals are true and correct and made a part of this Resolution. 2.The exhibits and attachments, including the Environmental Impact Report, including the Draft EIR and Final EIR (attached as Exhibit A), the CEQA Findings, including Statement of Overriding Considerations (attached as Exhibit B), and the Mitigation Monitoring and Reporting Program (attached as Exhibit C), are each incorporated by reference and made a part of this Resolution, as if set forth fully herein. 3.The documents and other material constituting the record for these proceedings are located at the Planning Division for the City of South San Francisco, 315 Maple Avenue, South San Francisco, CA 94080, and in the custody of Chief Planner, Sailesh Mehra. 4.Based on the City Council’s independent judgment and analysis, the City Council makes the findings regarding the Project's significant and unavoidable impacts, potentially significant impacts, and less than significant impacts; makes the findings regarding the proposed mitigation measures, and the Project alternatives; and adopts the Statement of Overriding Considerations, finding that the benefits of the Project outweigh the Project’s significant and unavoidable environmental impacts, for the reasons set forth in Exhibit B, attached hereto and incorporated by reference. BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco hereby certifies EIR12-0001 attached as Exhibit A, and adopts the Mitigation Monitoring and Reporting Program, attached as Exhibit C. BE IT FURTHER RESOLVED that the Resolution shall become effective immediately upon its passage and adoption. ***** City of South San Francisco Printed on 9/8/2016Page 3 of 3 powered by Legistar™ CITY OF SOUTH SAN FRANCISCO 475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA FINAL ENVIRONMENTAL IMPACT REPORT SCH# 2012082101 PREPARED FOR: CITY OF SOUTH SAN FRANCISCO DEPARTMENT OF ECONOMIC AND COMMUNITY DEVELOPMENT- PLANNING DIVISION 315 MAPLE AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA 94083 PREPARED BY: ALLISON KNAPP WOLLAM CONSULTING AllisonKnappConsulting.com February, 2016 i TABLE OF CONTENTS 475 ECCLES FEIR SCH# 2012082101 FEBRUARY, 2016 PAGE INTRODUCTION 1-1 Background 1-1 Summary 1-3 EXHIBIT A-REVISED PROJECT DESCRIPTION AND INITIAL STUDY CHANGES 2-1 Introduction 2-1 Project Location And Site Conditions 2-1 General Plan and Zoning Designations 2-4 Project Objectives 2-5 Project Description 2-6 Environmental Measures Incorporated Into The Project 2-14 Air Quality 2-21 Hazards and Hazardous Materials 2-26 Noise 2-28 ATTACHMENTS 3-1 A B C Liberty Gold Letter – 11/14/12 Caltrans Letter – 12/14/12 Liberty Gold and Caltrans Letters and Response to Comments D November, 2015 Letter from Applicant with ENVIRON Air Quality and Noise Analysis E F KB Engineering Peer Review Basic and Expanded Air Quality Measures G September 2013 Demolition Process Letter H State Clearinghouse Letter of Compliance FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 1 - PAGE 1 RESPONSE TO COMMENTS 475 ECCLES AVENUE, SOUTH SAN FRANCISCO FEBRUARY, 2016 BACKGROUND PROJECT OVERVIEW BMR-475 Eccles Avenue LLC (BMR), (Applicant) proposes to redevelop approximately 6.1 acres of land in the City of South San Francisco’s “East of 101” area into a research and development (R&D) complex. The Project site is located at 475 Eccles Avenue, between Oyster Point and Forbes Boulevards within the Business Technology Park Zone District and the “Business and Technology Park” General Plan Land Use designation which supports R&D projects. CHRONOLOGY 2012-2016  An initial study was prepared and circulated with a notice to prepare an environmental impact report and submitted to the State Clearinghouse on August 28, 2012 for a 30-day review (State Clearinghouse (SCH) # 2012082101).  A Project EIR focusing on traffic and circulation was prepared and circulated for review on October 23, 2012 in accordance with the California Environmental Quality Act (CEQA).  Two comment letters were received on the document during the public review period, November, and December, 2012, responses were drafted and are attached.  In April, 2013 the project applicant became aware of an unknown sensitive receptor within the vicinity of the project area. Subsequently, additional analyses were performed to address the receptor’s requests, which support the conclusion of the DEIR that impacts would be less than significant. Supplemental studies regarding air quality, noise, hazard risk assessment and hazardous materials analysis were conducted in September, 2013 and revisions to the initial study were drafted and are attached.  The Applicant requested and was issued a demolition permit and the concrete tilt-up building noted in the 2012 Project Description on the Project site was demolished in December, 2013.  November 19, 2015 the Applicant sent a letter to the City identifying minor changes to the Project and requesting to move forward with the environmental and entitlement process. The changes to the Project are: o There is no longer a building on the Project site; o Relocation of a cell tower on the site is no longer proposed; o An alternative landscape plan is requested in lieu of roof top landscaping (South San Francisco Municipal Code Section 20.300.07.D2). FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 1 - PAGE 2 ENVIRONMENTAL REVIEW Preparation of Initial Study and Draft Environmental Impact Report An initial study and Notice of Preparation (IS/NOP) was prepared for the Project. An initial study is intended to assist in the preparation of an environmental impact report (EIR) by focusing the EIR on the effects determined to be significant, identifying the effects determined not to be significant, explaining the reasons for determining that potentially significant effects would not be significant and identifying the type of EIR to be prepared (California Code of Regulations, Title 14, Chapter 3 Section 15063 (c) (3)). The initial study was prepared and circulated with a notice that an environmental impact report would be prepared and submitted to the State Clearinghouse on August 28, 2012 for a 30-day review. The initial study identified potential significant and significant unavoidable impacts associated with traffic. The initial study made the findings that all other potential Project impacts were less than significant. The Project was assigned State Clearinghouse (SCH) # 2012082101. Pursuant to California Code of Regulations (CCR) Section 15161 a Project EIR focusing on traffic and circulation was prepared and circulated for review. The Draft EIR was prepared on behalf of the City of South San Francisco and circulated for review October 23, 2012 in accordance with CEQA. Two comment letters were received on the document during the public review period. The comment letters, from Liberty Gold and CalTrans, and responses are shown in Attachments A and B. Responses to these two comments are presented in Attachment C. The City and Project applicant became aware of the presence of a Genentech childcare facility in close proximity to the Project site in April, 2013. Genentech operates a day care facility 125 feet northwest of the Project site, which is a sensitive receptor and was not identified in the initial study (IS) and DEIR for the 475 Eccles Project. This is corrected herein and in response to the identification of the facility, a second air quality, health risk assessment and noise analysis was prepared (ENVIRON, August 28, 2013, see Attachment D). The ENVIRON Report was peer reviewed by KB Environmental Sciences and Knapp Consulting (September 10, 2013, see Attachments E and F). Revisions to the Project Pursuant to California Code of Regulations, Title 14, Chapter 3 Section 15006 (d and h), the purpose of CEQA is to use the initial study to narrow the focus of an environmental impact report and urge applicants to revise projects to eliminate impacts. In accordance with the provisions of CEQA, the Applicant has proposed revisions to the Project, as shown in EXHIBIT A- Revised Project Description and Modifications to the Initial Study. The Project proposes additional measures to reduce dust, particulate matter and diesel exposure to the day care center during demolition, grading and construction activities. The measures would reduce noise, air quality and health related impacts to less than significant (see Attachment F). FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 1 - PAGE 3 Summary of Findings-Daycare Center Response to Comment A day care facility is located 125 feet northwest of the Project site on the Genentech Campus at 850 Gateway Boulevard. Therefore there is one sensitive receptor located within a 0.25 mile radius of the Project site. The Project Description was revised by the Applicant to increase measures to reduce demolition and grading impacts to the day care center to less than significant. As noted above, a subsequent air quality, hazard risk assessment and noise assessment was conducted to identify potential impacts to this sensitive receptor. As a result of construction activities (with implementation of the measures the City requires by law and applicable Tier 2 measures proposed by the Project), the maximum cancer risk for a residential- adult receptor would be 0.04 per million and for a residential-child would be 0.44 per million. The maximum cancer risk for a school child (day care) receptor would be 8.2 per million, below the 10 per million threshold, based upon the construction schedule provided by the Applicant which assumes demolition within a year and construction following approximately two years later, 2015-16. The maximum cancer risk from the Project operations for a school child (day care) receptor would be 0.046 per million, which is below the BAAQMD threshold of 10 per million and the impact of the Project would therefore be less than significant. The Project’s chronic hazard index (H) for diesel particulate matter (DPM) would be less than 0.03 for a residential receptor and 0.02 for a school child (day care) receptor. The chronic HI for DPM would be below the BAAQMD threshold of 1 and the impact of the Project would therefore be less than significant. The Project’s acute HI for acrolein would be less than 0.01 at all receptors. The acute HI for acrolein would be below the BAAQMD threshold of 1 and the impact of the Project would therefore be less than significant. Removal of any toxic or hazardous materials from the Project site is required by law to comply with the local, state and federal laws outlined in the Setting Section. The Applicant acknowledges these requirements and identifies them as part of the Project as described in Chapter 2 Project Description of the initial study and EIR. The procedures and permitting requirements identified as part of the Project are designed to reduce the potential impacts associated with the handling, storage, transport and removal of toxic and hazardous substances. The Project would have a less t han significant impact with respect to exposure from the emission or handling of hazardous materials or wastes on schools or day care facilities or from any environmental contamination posed by the sites listed on the Cortese List. The Project would expose outdoor day care activities to an approximate worst-case 77 dB. Interior noise levels would attenuate 20 to 25 dB. Noise impacts to sensitive receptors at the day care center would be less than significant. Summary of Global Comments The three modifications to the Project identified in the November, 2015 (see Attachment E) letter from the Applicant have no substantive effect on the environmental evaluation contained in the FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 1 - PAGE 4 initial study and EIR. The changes identify minor changes to the Project and request to move forward with the environmental and entitlement process. The changes to the Project are: 1) There is no longer a building on the Project site (see Attachments D and G). Demolition of the existing concrete tilt up building on the site was conducted under the auspices of a permit issued by the City Building Division. The demolition was supervised by the City and staged with equipment access points off of Eccles Avenue. 2) Relocation of a cell tower on the site is no longer proposed (see Attachment D). The cell tower was removed from the site. Therefore no use permit is required. 3) An alternative landscape plan is requested in lieu of roof top landscaping pursuant to South San Francisco Municipal Code Section 20.300.07.D2 (see Attachment D). The Project proposes 27 percent of the site to be in impervious surfaces, and landscaping that exceeds the 20 percent requirement by City ordinance. Changing the location of landscaping would not pose an environmental effect, provided the traffic mitigation measure to provide adequate sight lines along Eccles Avenue, shown in Traffic Mitigation Measure 15, below is implemented as required by the Mitigation and Monitoring Program. Areas throughout the initial study and EIR where rooftop landscaping is mentioned shall be understood to be referring to an alternative landscape plan. Traffic Mitigation Measure 15: The applicant shall be responsible for maintaining landscaping along the Eccles Avenue Project frontage between the central and south driveways that will allow exiting drivers to be able to maintain the minimum required 250-foot sight lines at the central and south driveways. The landscape plan shall be revised to show staggered tree planting along this frontage to allow sight lines through the trees as they grow and reach maturity; or, the trees and landscaping shall be maintained to provide a view from 2.5 to 6 feet above grade. The landscape plan shall be revised to note either requirement, show the line-of-sight triangles and not the requirement. These notes shall be on the building plans that are a part of the building permit issuance. The note shall be made on the plans in conformance with the lines of sight required as set forth in Traffic Figure 24 of the EIR to insure that the mitigation is permanently maintained. 4) The timing of demolition was conducted to comport with the estimate provided by the Applicant and identified in the initial study and EIR. The dates of construction have shifted a year or two. The dates were identified as being estimates for illustrative purposes and do not impact the analyses. For example, the air quality analysis used the CalEEMod in 2012 as is the standard practice in 2016. The Bay Area Air Quality Management District CEQA Guidelines for preparing air quality, greenhouse gas and hazard risk assessments have not been revised since May, 2012. The October, 2012 initial study and 2013 revision thereto use the latest version of the Guidelines (see p 3- 12 Initial Study Checklist). The dates of construction commencement and completion are not revised throughout the initial study and EIR but are referred to in this response to comments document. FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 1 - PAGE 5 EXHIBIT A: Revised Project Description and CEQA Checklist Attachment A: Liberty Gold Letter-11/14/12 Attachment B: CalTrans Letter-12/14/12 Attachment C: Liberty Gold and CalTrans Response to Comments Attachment D: November, 2015 Letter from Applicant with ENVIRON Air Quality and Noise Analysis Attachment E: KB Engineering Peer Review Attachment F: Basic and Expanded Air Quality Measures Attachment G: September, 2013 Demolition Process Letter Attachment H: State Clearinghouse Letter of Compliance 2605751.1 FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY JANUARY, 2016 CHAPTER 2- PAGE 1 EXHIBIT A REVISED OCTOBER, 2013 AGAIN FEBRUARY, 2016 3.0 PROJECT DESCRIPTION 3.1 INTRODUCTION Chapter 3 provides a description of the proposed 475 Eccles Avenue R&D Project and the related actions that comprise the Project analyzed in this EIR. CCR Section 15124 requires that the project description in an EIR contain the following information but should not provide extensive detail beyond that needed for evaluation and review of the environmental impact. The Project Description shall contain the/a: 1. Precise location and boundaries of the project on a detailed map and regional map. 2. Statement of the objectives of the project. 3. General description of the characteristics of the project, including the principal engineering proposals and supporting public service facilities. 4. Statement briefly describing the intended use of the EIR to the extent that the information is known by the Lead Agency including a list of agencies expected to use the EIR; permits and other approvals required to implement the project; related environmental review and consultation requirements required by federal , state, or local laws, regulations, or policies and to the fullest extent possible the lead Agency should integrate CEQA review with these related review and consultation requirements. 3.2 PROJECT LOCATION AND SITE CONDITIONS PROJECT LOCATION The Project site is located in the City of South San Francisco, south of the City of Brisbane and north of the City of San Bruno. The City of South San Francisco is located on the San Francisco Bay plain and the northern foothills of the Coastal range. The City is located along major transportation routes including U.S. 101, Interstate 380, Interstate 280, and the Union Pacific Railroad (see Figure 3.1 Project Location). The Project site is located within the City of South San Francisco’s East of 101 Area. The East of 101 Area consists of roughly 1,700 acres of land, and is bounded by San Francisco Bay on the east and south sides, U.S. 101 and railway lines on the west, and the City of Brisbane on the north. San Francisco International Airport is located approximately 1.75 miles south of the Project site. The Plan Area is mostly developed and has a mix of land uses, including industry, warehousing, retail, offices, hotels, marinas, and bioscience research and development facilities. Regionally the Project site is accessible from the northwest via the US 101 Oyster Point Boulevard off- and on-ramps and from the south west by the East Grand Avenue exit off of FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 2-PAGE 2 Highway 101. Locally, the site is accessible from Forbes Boulevard, via East Grand Avenue to the south and from Oyster Point Boulevard to the north. FIGURE 3.1 PROJECT LOCATION PROJECT SITE FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 2-PAGE 3 LAND USE ADJACENT TO THE PROJECT SITE Surrounding land uses are a mix of light industrial, manufacturing and R&D. Adjacent land uses include open space owned by Southern Pacific Railway that previously contained rail tracks to the north, north-west. Eccles Avenue fronts the site to the east and an adjacent industrial building is located at 472 Eccles Avenue to the south. Liberty Gold is adjacent to the Project site. Avis Rent a Car and Yzsumoto and Company (an art supply distributor) are located at 490 Eccles Avenue, east of the site. Industrial structures occupied by Universal Freight Forward and the Dimero Express (USA) Corporation are located further west of the site. The Gateway Specific Plan Area, located west of the Project site, contains mixed use office and R&D land uses. EAST OF 101 AREA LAND USE HISTORY Land uses in the East of 101 Area have witnessed a change in land use over the years. The East of 101 Area was part of the first industrial development in South San Francisco about 100 years ago. Since then, the area has undergone many transformations. Pioneering industrial uses, such as steel manufacturing, and meat packaging gave way to industrial park and warehousing and distribution uses that came to dominate the area in the 1950s and 1960s. The recent emergence of modern office buildings and life science campuses mark the third major wave of land use change in the area. Older manufacturing uses, industrial park structures and tilt-up warehousing buildings, such as the building on the Project site, can all be found in the area. Blocks are generally very large in size and the area has a very stark industrial look. Numerous abandoned railroad spurs are present, again as witnessed adjacent to the Project site. Since the late 1990s, developers have preferred to redevelop the older industrial park blocks and construct new mixed office and R&D developments north of East Grand Avenue. Development has resulted in the clean-up of old industrial sites (Brownfield sites), consistent with environmental practices associated with LEED and the Environmental Protection Agency principles and objectives. In the past half dozen years the East of 101 Area has witnessed expansion of the Genentech R&D facility and master plan from 124 acres to 200 acres of Office/R&D/Manufacturing uses. Hotel, office, mixed-use and R&D have been approved over the past six years throughout the area. Some examples include office and R&D in Oyster Point; and office/ R&D on three sites along East Grand Avenue; and on Forbes Boulevard and Roebling Avenue. R&D is anticipated to reach approximately 7.7 million square feet in the East of 101 Area by 2015 and 8.5 million by 2035.1 Other land uses in the East of 101 Area include approximately 8 million square feet of manufacturing; 664,000 square feet of commercial/retail; 360,000 square feet of office and 3,385 hotel rooms.2 In summary, the East of 101 Area represents a transition from the historic industrial use of the area as witnessed by the mix of bioscience R&D, industry, warehouse, retail, office, marina, and hotels uses. Three child care centers are located in the Project area: 599 1 These figures are for R&D Crane Transportation Group, July, 2012 and are identified in the Traffic and Circulation Section and in the initial study contained in the Appendix. 2 East of 101 Traffic Model land use classifications and square footage for 2015. FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 2-PAGE 4 Gateway Boulevard 0.3 miles southwest; 444 Allerton Avenue 0.4 miles southeast; and 125 feet northwest of the Project site on the Gateway Business Park Campus at 850 Gateway Boulevard. Therefore there is one sensitive receptor located within a 0.25 mile radius of the Project site. SITE CONDITIONS The Project site is a 6.1 acre parcel currently developed with an approximate 152,145 square foot building consisting of an 114,000 square foot building footprint and a mezzanine. Asphalt paved driveways, parking lots and walkway areas surround the site. The frontage of the parcel along Eccles Avenue is sparsely landscaped and the parking areas are minimally landscaped. The single building on the site, is a concrete tilt-up office/warehouse structure that was constructed in the 1960’s, is located on the site was demolished in December, 2013 with the benefit of a demolition permit issued by the City. The site is relatively level with surface elevations ranging from +68 feet above mean sea level (MSL) in the north eastern parking lot area to +63 feet MSL along the abandoned railroad spur area at the rear (north) of the existing building. A fill slope approximately five feet in height separates the parking lot from the former railroad spur area. The Project site has been occupied by professional, scientific and technical services and direct selling establishments since 1970 according to various City directories. Users include William Volker & Company, ATC Partners, Ocular Sciences Incorporated identified as professional, scientific and technical services and Otagiri Mercantile a direct selling establishment. 3.3 GENERAL PLAN AND ZONING GENERAL PLAN DESIGNATION The Project site is within the area subject to the provisions of the “East of 101” Planning Sub-Area of the City of South San Francisco’s General Plan. The General Plan designates the Project site for “Business and Technology Park” uses, and gives the following summary of the Business and Technology Park designation: This designation accommodates campus-like environments for corporate headquarters, research and development facilities, and offices. Permitted uses include incubator-research facilities, testing, repairing, packaging, publishing and printing, marinas, shoreline-oriented recreation, and offices, and research and development facilities. Warehousing and distribution facilities and retail are permitted as ancillary uses only. All development is subject to high design and landscape standards. Maximum Floor Area Ratio is 0.5, but increases may be permitted, up to a total FAR of 1.0 for uses such as research and development establishments, which also meet specific transportation demand management (TDM), off-site improvement, or specific design standards. FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 2-PAGE 5 ZONING CLASSIFICATION The Project site is zoned “Business and Technology Park” (BTP). The BTP District provides for Research and Development and mirrors the land use designation intent (see above) specifying campus-like development. The City adopted a revised zoning code in 2010 and rezoned specific properties, including the Project site, to bring the General Plan Designations and Zoning Classifications into conformance. A complete list of permitted and conditional uses is identified in Chapter 20.110 of the South San Francisco Municipal Code (www.ssf.net/). 3.4 PROJECT OBJECTIVES The Applicant has identified objectives of the Project. Specifically the Applicant states that their objective is to “maximize implementation of General Plan policies and provisions that:  Encourage redevelopment and intensification of development to accommodate land uses such as Research & Development.  Encourage opportunities for the continued evolution of the City’s economy, from manufacturing and warehousing/distribution to high technology and biotechnology.  Promote small business incubation.  Encourage the creation of a campus environment in the East of 101 area that targets and accommodates the biotech/R&D industry.  Promote campus-style biotechnology uses.  Maximize building heights in the East of 101 area.  Encourage the use of Transportation Demand Management measures designed to achieve environmental goals by permitting an increased Floor Area Ratio when such measures are included in a project.  Maximize opportunities for strong and sustainable economic growth that results in high quality jobs, in a manner that respects the environment by redeveloping an infill site that is close to major arterials and existing utilities.  Feasibly support the provision of environmental enhancements that exceed standard building requirements, such as qualifying for LEED certification.” FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 2-PAGE 6 3.5 PROJECT DESCRIPTION SITE DESCRIPTION BMR-475 Eccles Avenue LLC (BMR) is the Applicant for the life science campus and owner of the 6.1 acre3 Project site. The site is currently developed with an approximate ly 152,1454 square foot building consisting of an 114,000 square foot footprint with a mezzanine. Asphalt paved driveways, parking lots and walkway areas surround the site consisting of approximately 152,000 square feet5 of paved area (see Figure 3.2 Existing Conditions). The concrete tilt-up office/warehouse structure was constructed in the 1960s and was originally designed to house freight forwarding uses. The remainder of the site is primarily surface parking with small sparsely landscaped areas along the Eccles Avenue frontage and edges of the site. Approximately 276 parking spaces are located on the site; the majority being on the east portion of the site. The southeast side of the site has shared easements to allow truck access with an adjacent property. The building was constructed in 1965, renovated in 1995 and has been vacant since 2006 except for the rooftop communication facility, based on review of City building permit records. The site is relatively level with surface elevations ranging from +68 feet above mean sea level (MSL) in the northwestern parking lot area to +63 feet MSL along the abandoned railroad spur area at the rear (north) of the existing building. A fill slope approxima tely five feet in height separates the parking lot from the former railroad spur area (Cleary Geotechnical and Cotton Shires Geotechnical consultants). PROPOSED PROJECT The Applicant is requesting various approvals to demolish the existing building and associated parking, and to construct a new life science campus consisting of two buildings that together would comprise 262,287 square feet, a five-level parking structure and limited surface parking (see Figure 3.3 Proposed Conditions). Following is a list of the required approvals. 3 The site net square footage is 265,613 square feet for planning and floor area purposes (which excludes the shared access easement). 4 The site currently was developed with approximately 152,145 square feet of building area consisting of ground floor and mezzanine areas in 2012. The building was demolished in December, 2013 with City permits. The analysis contained in the initial study rounded up to 155,000 square feet for geology, hydrology, air quality and other impact analyses. 5 Approximately 151,613 square feet of site area remains outside the building footprint, rounded to 152,000 square feet. The Civil Engineer indicates that approximately 13 percent of the site (or 35,568 square feet) is landscaped and pervious, leaving approximately 116,432 square feet of paved, impervious surface outside the building footprint. FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 2-PAGE 7 FIGURE 3.2 EXISTING CONDITIONS 2013 2013 Building Demolished REQUIRED APPROVALS LEAD AGENCY LEGISLATIVE  Development Agreement. BMR seeks a Development Agreement to vest the approvals of the Project for seven years with a five-year extension (i.e., up to 12 years), provided BMR meets certain milestones in developing the Project. ADJUDICATIVE  Conditional Use Permit. The zoning ordinance provides for a base floor area ratio (FAR) of 0.5, which can be increased to 1.0 based upon an approved incentive program, which may be permitted with a Conditional Use Permit. The Project proposes a 1.0 FAR and therefore requires an Incentive Program to be reviewed through the use permit process.  Transportation Demand Management Program review and approval to achieve a 30 percent mode shift which is part of the incentive program for the 1.0 FAR.  Conditional Use Permit for the interim relocation of the wireless facility located on the site. FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 2-PAGE 8  Consideration of an “Alternative Landscape Plan” in lieu of roof top landscaping pursuant to South San Francisco Municipal Code Section 20.300.07.D2.  Design Review approval. MINISTERIAL  Grading and Building permits.  Encroachment permits to work in the public right-of-way. OTHER AGENCY REQUIRED PERMITS  Bay Area Air Quality Management District “J Permit” as described in Chapter 1, Introduction, Section 1.2.B of the initial study (see Appendix A) for removal of asbestos lead based paints.  Local and State approval of a Stormwater Pollution Prevention Plan.  San Mateo County Department of Environmental Health (potential) for site remediation (if necessary) PROPOSED CIRCULATION AND ACCESS Direct access and circulation to the Project site would remain largely unchanged. The site has four points of access from Eccles Avenue. Vehicular access to the Project site would be obtained via three existing locations off of Eccles Avenue; one driveway would be replaced with curb, gutter and sidewalk. Access points would be midpoint and at the eastern and western edges of the site (see Figures 3.2 and 3.3). PROPOSED UTILITY CONNECTIONS The Project would connect to the existing utility lines present in the Project area. Utility lines on the Project site would be reconfigured to accommodate the new site plan. A stormwater quality control plan is proposed and is also required by the City Engineering Division and Water Quality Plant. The plan proposes 20 planted water treatment and retention areas. FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 2-PAGE 9 FIGURE 3.3 PROPOSED CONDITIONS NEW CONSTRUCTION BUILDINGS The Project would construct two buildings to serve the life science industry. Both buildings would be four stories high. The combined gross floor area would be up to 262,287 square feet, resulting in a floor area ratio of approximately 1.0. Service areas would be enclosed at the rear of each building in a metal skinned structure that would rise to encase a mechanical penthouse at the top of eac h building. The primary block of the buildings would be curtain wall with aluminum sunshades. The buildings would have an aluminum curtain wall system with dual pane solar glazing. Metal spandrel with painted metal finish and insulation are proposed at opaque areas above ceiling line and from floor level to a height of 3’-7’’ above finished floor on levels above the first floor. Aluminum sunshades integral to the curtain wall system are proposed. The design includes operable window sashes within each structural bay at each floor. Glass Fiber Reinforced Concrete (GFRC6) would be used at balconies and at the entry feature of the buildings. The overall structure behind is a steel frame which the GFRC panels would be attached. Both the fiber 6 GFRC panels are reinforced with glass fiber to create lightweight panels for the cladding of opaque surfaces on buildings. FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 2-PAGE 10 and concrete will contain recycled materials. The buildings may be connected by an enclosed bridge. Lastly, the two buildings would have one loading zone each. PARKING The Project proposes 655 parking spaces (a ratio of 2.5 spaces per 1,000 square feet of building space) initially. Of these 655 spaces, 551 spaces would be in the parking structure and 104 would be provided in surface parking lots. Up to 53 additional on grade landscaped parking spaces may be added at a later date, based upon City review and approval, which would result in up to 708 spaces for a parking ratio of 2.7 per 1,000 square feet . In order to construct the additional 53 parking spaces, the owner would be required to demonstrate that the requirements of the Transportation Demand Management Program were being met and that there was an unmet parking need. The five-level parking structure would feature colored screens and sculptural stair canopies. A bridge from the parking structure, extending across the central drive, would provide pedestrian access to the central courtyard. Landscaping and screening at the lower level of the parking structure are proposed in addition to the City code required green roof on parking structures (see landscaping discussion below). GRADING, EXCAVATION AND IMPERVIOUS SURFACES The Project proposes to balance cut and fill on site, with approximately 2,815 cubic yards of cut followed by 2,720 cubic yards of fill. Maximum depth of cut would be approximately five feet of overall site grading. The maximum depth of cut for deepened footing excavations is approximately 20 feet, although the geotechnical report indicates most footings would be one to five feet in depth (Updated Geotechnical Investigation Report Life Science Campus, 475 Eccles Avenue, South San Francisco, California , Cleary Consultants, December, 2011 and June 18, 2012). The total disturbed area is assumed for CEQA purposes to be the entire site, or 266,000 square feet. See Initial Study, Chapter 3, Section 3.7 Geology and Soils in Appendix A. Currently the site is developed with 87 percent of the area in impervious surface. The Project would reduce impervious surface an additional 14 percent to a total of 73 percent of the site area. Therefore, the Project would result in 27 percent of the site being porous over existing conditions, which is 13 percent. LANDSCAPING CONCEPT AND DESIGN The Project proposes landscaping around the perimeter and interior of the site, including landscaped walkways and parking areas. The Project also proposes rooftop planters with a minimum dimension of 24 inches in width around the perimeter of the roof of the parking structure as required by the City’s Zoning Code (Section 20.330.010.L.8) an alternative landscape plan pursuant to South San Francisco Municipal Code Section 20.300.07.D2 in lieu of rooftop landscaping. FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 2-PAGE 11 The two R&D buildings would be separated by a central courtyard featuring a seating area defined by low walls and a water feature using recycled water spilling over quarried stone. Three sections would surround the courtyard, with each containing gardens of a unique character. The exterior area between the buildings would also be designed to support outdoor activity which would extend into the central circular courtyard. Wind resistant and seacoast plantings are proposed to foster the success of the landscape plan. Trees, shrubs, groundcover and grasses (fescue, flax, blue rye) are proposed. The Project proposes to plant 159 24-inch box trees. Zoning Code Section 20.330.010.L.9 requires one 15-gallon tree to be planted for every five parking spaces. The Project would be required to plant 142 trees (assuming 708 parking spaces) and as proposed would exceed the Code requirements by 11 trees, in addition to the increased size of the trees. The trees that are identified on the landscape plan (bay, laurel, oak, juniper and others) would provide a 15 to 30 foot canopy at maturity and a four to six foot canopy at planting. Medium and low water consumptive plantings are proposed, save for one small area of turf. The proposed tree canopy would serve to reduce the heat island effect of paved surfaces. Plantings and building treatments are proposed to reduce wind experienced in outdoor areas (Donald Ballanti, Certified Consulting Meteorologist, November 7, 2011). Planters, hedges, low walls and porous fencing are proposed to reduce wind exposure and enhance the outdoor experience. DEMOLITION AND CONSTRUCTION PHASING The Project may proceed in a single phase or in two phases depending on market demand. The parking structure providing 551 spaces and 55 of the surface parking spaces would be built in the first phase should the Project be constructed in two phases. The remaining 49 surface parking spaces would be built as part of the second phase of construction. Parking areas not developed in Phase 1 would have temporary planting consistent with the overall planting design. Demolition and site preparation are expected to take approximately three months. Construction of the Project, if done in one phase, would take approximately nineteen months, including interior improvements, to complete. A two-phase construction schedule would consist of an initial phase of seventeen months for Building A and the parking garage, and second phase of seventeen months for Building B. These phases may be separated by a few months or several years depending upon market demand. The CEQA analysis (contained in the initial study and represented in Chapter 4, Traffic and Circulation of this EIR) assumes one phase of construction. The assumption represents a reasonable worst case analysis of potential Project impacts with respect to the level of intensity on the site at any given time. FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 2-PAGE 12 SITE DEMOLITION AND PREPARATION Site demolition and preparation would follow the same process regardless of whether the Project is constructed in one or two phases and would require approximately three months to complete. Site demolition of the building and preparation would be estimated to start in January occurred in December, 2013. Removal of the remaining building pads and construction of the Project The applicant’s contractor would require the contractor to mobilize the site upon confirmation that PG&E has disconnected the utility services. by installing a jobsite trailer. would be located on the site. An approved Stormwater Pollution and Protection Plan (SWPPP) would be implemented to provide erosion control measures. A temporary construction site fence would be was erected during demolition. During removal of the remaining building pads and construction of the Project, this time additional site characterization would be conducted to assess the oil staining inside the building. A licensed hazardous materials contractor would be on site to conduct the work. Up to five workers would be on site during this process, which would take approximately a week. Two hydraulic excavators and two skid steer bobcat loaders would start the be used during all building demolition processes. Site characterization would be completed during the building pad demolition phase, and if needed a remediation plan developed and approved by the City (as advisory and informational) through the San Mateo County Department of Environmental Health (see Section 3.6.D, below for additional information). One water truck would be on site at all times to minimize construction dust and reclaimed water would be applied to disturbed areas a minimum of twice daily. Approximately seven workers would be involved with the demolition process. Approximately twenty-five to thirty hauling trucks would enter and exit the site daily to off haul waste debris. This process would take approximately one month. Approximately three weeks would be required to remove the underground utilities such as plumbing, fire line, storm drain and electrical. Excavators, loaders, and a backhoe would be used to conduct this work effort. Underground utilities for the catch basins and storm drains would need to be reworked to conform to civil drawings a nd grade elevations. Approximately five workers would be on site for this work, which will take approximately one to two weeks. Upon completion of the storm drain and catch basin surveying, staking would begin to set the grade and grade the site in accordance with the civil drawings. Existing soil and baserock would be graded in accordance with the civil drawings. One piece of equipment and one to three workers would be on site during the grading process. Site grading is estimated to take approximately one to two weeks. Temporary above-ground irrigation would be installed by one to three workers for the hydroseeding. Subsequently hydroseeding would occur and require two to three workers and approximately one week to complete. FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 2-PAGE 13 CONSTRUCTION7 The following describes a reasonable schedule for construction in two phases and in one phase. Construction is dependent upon market demand and therefore could be delayed substantially. The demolition schedule would be the same for either construction schedule. ONE PHASE CONSTRUCTION Under the one-phase construction schedule, site characterization requirements would follow the same protocols for the depth and extent of loose fill. Site improvements for suitable, compacted fill would follow recommendations of the structural engineer. Any site remediation would follow the protocol identified in Section 3.6.D below. Similarly, testing and analysis of ground water conditions would determine the proper approach to address any perched and/or static groundwater. Construction of Building A and the parking structure would precede construction of Building B. Construction of Building A is estimated to start in late 2016 May or June, 2013. Building B would be constructed after Building A, with construction starting approximately five weeks later. in July, 2013. The completion of the parking structure and exterior shells of Buildings A and B is estimated to occur in early 2017 March, 2014. Core and tenant improvements for Buildings A and B are estimated to be complete in late 2017 July, 2014, for an overall construction period of slightly more than one year. TWO PHASE CONSTRUCTION If construction proceeds in two phases, Building A on the northeast corner of the Project site and the parking structure would be constructed first, with Building B on the southeast corner of the site to follow in Phase 2. CONSTRUCTION PHASE 1: Following building demolition, potholing would be performed to determine both the depth and extent of fill on the site at various locations. Additional geotechnical site characterization would be performed by potholing with a backhoe at various locations to determine the depth and extents of fill (Cleary Associates, Cotton Shires Associates). The work would be performed over a week’s time. Structural fill and compaction work would be done according to recommendations of the structural engineer as reviewed and approved by Cotton Shires Associates. Groundwater conditions would be examined at this time, monitored and dewatering of the site could occur, if required. Substantial completion of the parking structure and exterior shell of Building A would be estimated for December, 20136 with core and tenant improvements estimated to be completed in early 20137. CONSTRUCTION PHASE 2: Commencement of construction of Building B is projected to follow the completion of Building A by two months, with an estimated starting date in July, 2014 early 2017. Potholing, fill analysis and sampling of groundwater would follow the 7 The estimated start and completion times for construction are illustrative and should be construed as to provide an overall schedule of events. Actual start times would likely vary depending on market conditions. Therefore, it is not certain that construction would commence in a particular month but it is reasonably foreseeable that the length of time to complete the phases of construction would be as shown with minor variations. FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 2-PAGE 14 same procedures as Phase 1, if relevant. The exterior shell of Building B would be estimated to be completed in June, late 20157. Core and tenant improvements would be estimated to be completed in early 20158. 3.6 ENVIRONMENTAL MEASURES INCORPORATED INTO THE PROJECT The following measures, or their equivalent, are proposed as part of the Project, are shown on the architectural drawings (sheet P.A.1.1a), in application materials and identified in the initial study for the Project (Appendix). These measures are in addition to the City’s standard requirements identified in Chapter 1 of the initial study save for Air Quality items 1-3 and are designed to reduce the environmental affect of the Project. A. AIR QUALITY AND GREEN HOUSE GAS - EMISSION REDUCTION MEASURES 1) BASIC AND EXPANDED FUGITIVE DUST EMISSIONS REDUCTION MEASURES. The construction contractor shall reduce construction-related air pollutant emissions by implementing BAAQMD’s basic and expanded fugitive dust control measures. Therefore, the Project shall include the following requirements in construction contracts:  All exposed surfaces (e.g., parking areas, staging areas, soil piles, graded areas, and unpaved access roads) shall be watered two times per day.  All haul trucks transporting soil, sand, or other loose material off site shall be covered.  All visible mud or dirt track-out onto adjacent public roads shall be removed using wet power vacuum street sweepers at least once per day. The use of dry power sweeping is prohibited.  All vehicle speeds on unpaved roads shall be limited to 15 miles per hour.  All roadways, driveways, and sidewalks to be paved shall be completed as soon as possible. Building pads shall be laid as soon as possible after grading unless seeding or soil binders are used.  A publically visible sign shall be posted with the telephone number and person to contact at the Lead Agency regarding dust complaints. This person shall respond and take corrective action with 48 hours. The Air District’s phone number shall also be visible to ensure compliance with applicable regulations.  All excavation, grading, and/or demolition activities shall be suspended when average wind speeds exceed 20 mph. [Occurs less than three percent of the year.]  All exposed surfaces (during grading and construction) shall be watered at a frequency adequate to maintain minimum soil moisture of 12 percent. Moisture content will be verified by lab samples or moisture probe at two locations on the Project site.  Vegetative ground cover (e.g., fast-germinating native grass seed) or other plants that offer dust mitigation measures shall be planted in disturbed areas as soon as possible and watered appropriately until vegetation is established. FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 2-PAGE 15  The simultaneous occurrence of excavation, grading, and ground- disturbing construction activities on the same area at any one time shall be limited. To the extent feasible, activities shall be phased to reduce the amount of disturbed surfaces at any one time.  All trucks and equipment, including their tires, shall be washed off prior to leaving the site.  Sandbags or other erosion control measures shall be installed to prevent silt runoff to public roadways from sites with a slope greater than one (1) percent. 2) BASIC AND EXPANDED EXHAUST EMISSIONS REDUCTION MEASURES. The construction contractor shall implement the following measures during construction to reduce construction-related exhaust emissions:  Idling times shall be minimized either by shutting equipment off when not in use or reducing the maximum idling time for off-road equipment to two (2) minutes and for on-road equipment to five (5) minutes. Clear signage shall be provided for construction workers at all access points.  All construction equipment shall be maintained and properly tuned in accordance with manufacturer’s specifications. All equipment shall be checked by a certified mechanic and determined to be running in proper condition prior to operation.  All construction equipment, diesel trucks and generators shall be equipped with Best Available Control Technology for emission reductions of NOx and PM to the maximum extent feasible. To this end, all generators and air compressors used on site shall be electric. All on road trucks used onsite shall be Year Model 2007 or better. Propane or LNG-fueled booms and scissor lifts shall be used.  Tier 2 or better for 20 percent of horsepower-hours of off-road diesel equipment shall be used during construction and 65 percent of horsepower hours during demolition.  All contractors shall, to the maximum extent feasible, use equipment that meets the ARB’s most recent certification for off-road heavy duty diesel engines.  No onsite grinding, crushing or shredding of asphalt or debris shall occur onsite.  Potential future measures that achieve the same or better performance criteria shall be submitted to the City for review and approval prior to initiating any changes.  Applicant shall provide the City and Genentech with a list of and schedule for demolition, grading and construction equipment and activities.  A construction superintendent shall be on site during all demolition, grading and construction activities to enforce these regulations. 3) COMPLIANCE WITH BAAQMD REGULATION 11, RULE 2 DURING DEMOLITION. Demolition of existing buildings and structures would be subject to BAAQMD Regulation 11, Rule 2 (Asbestos Demolition, Renovation, and Manufacturing). FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 2-PAGE 16 BAAQMD Regulation 11, Rule 2 is intended to limit asbestos emissions from demolition or renovation of structures and the associated disturbance of asbestos- containing waste material generated or handled during these activities. The rule requires the notification of BAAQMD of any regulated renovation or demolition activity. This notification includes a description of structures and methods utilized to determine whether asbestos-containing materials are potentially present. All asbestos-containing material found on the site must be removed prior to demolition or renovation activity in accordance with BAAQMD Regulation 11, Rule 2, including specific requirements for surveying, notification, removal, and disposal of material containing asbestos. 4) COMPLIANCE WITH BAAQMD REGULATION 8, RULE 3 FOR ARCHITECTURAL COATINGS. Emissions of volatile organic compounds (VOC) due to the use of architectural coatings are regulated by the limits contained in Regulation 8: Organic Compounds, Rule 3: Architectural Coatings (Rule 8-3). Rule 8-3 was recently revised to include more stringent VOC limit requirements. The revised VOC a rchitectural coating limits, which became effective on January 1, 2011, are projected to result in a 32 percent reduction of VOC emissions in the Bay Area associated with architectural coating applications. B. TRANSPORTATION AND GREEN HOUSE GAS REDUCTION MEASURES The applicant proposes a Transportation Demand Management Program (TDM Program) (475 Eccles Avenue Transportation Demand Management Program, Fehr & Peers, October, 2011). The TDM Program is aimed at a 30 percent mode shift compared to projects that do not include a TDM, to qualify for a 1.0 FAR. The TDM Program is required by law to be reviewed by the City and modified by the Applicant as required by the City to meet the mode shift requirements. Performance audits are also required. The Applicant proposes the following measures, at a minimum, for the TDM Program: 1. Bicycle Parking (racks for visitors and sheltered bicycle parking for employees). 2. Shower and locker facilities (in lease agreement). 3. Preferential Carpool and Vanpool Parking. 4. Passenger loading zones for carpool and vanpool drop-off. 5. Pedestrian Connections. 6. TDM coordinator (in lease agreement). 7. Carpool/Vanpool Matching services (TDM coordinator responsibility). 8. Guaranteed ride home (through Traffic Congestion Relief Alliance). 9. Information Board for TDM Program (in lease agreement). 10. Promotional programs including new employee orientation and TDM Programs (TDM coordinator responsibility). 11. Shuttle bus service to Caltrain, and BART, SSF Ferry and downtown Dasher, coordinated with Alliance (TDM coordinator responsibility.) 12. Membership in Peninsula Traffic Congestion Relief Alliance. 13. Subsidized Transit Tickets FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 2-PAGE 17 14. Flexible Work Hours 15. On-Site Vanpool Program 16. Video Conference Center 17. Subsidized park and ride costs at transit stations C. CONSTRUCTION AND OPERATIONAL DESIGN ELEMENTS ADDRESSING ENVIRONMENTAL SUSTAINABILITY The LEED design and construction strategies that have been integrated into the planning documents include: 1. The use of a previously developed site without impacts associated with endangered species, flood plain, and adjacency to wetlands or bodies of water. 2. The Project will document and remediate asbestos previous to demolition. 3. A TDM Program that includes the use of public/privates shuttles providing access to major public transportation hubs. In addition to the requirements for bike parking the Project will include shower/changing room amenities for bike users. 4. The Project will provide adequate preferred parking for low-emitting and alternative fuel vehicles. The Project will provide fewer parking spaces than those referenced in local zoning requirements. 5. The Project provides more than 20 percent of the total site area in open space. More than 50 percent of all parking will be under cover to reduce heat island effects for site surfaces. 6. The Project has developed tenant design and construction guidelines including recommendations and requirements for tenant improvements. 7. Indoor plumbing fixtures within the core and shell design and those required by the tenant scope of work will achieve greater than a 30 percent water use reduction. 8. Site landscape and irrigation equipment will provide irrigation efficiencies greater than 50 percent reduction from a standard summer baseline. 9. The Project will provide fundamental and enhanced commissioning (Cx) of MEP energy systems, including a requirement for tenant improvement Enhanced Cx and a 10 month post-occupancy return to verify equipment warranty and operational efficiencies. Current energy model targets anticipate a greater than 15% reduction in energy compared to Title 24 and ASHRAE 90.1. Base building and tenant improvement mechanical and food service equipment will be required to comply with enhanced refrigerant management requirements. The Project will provide adequate areas for the collection and storage of recyclables, and tenants will be required to implement desk-side recycling. 10. The Project has developed a Construction Waste Management plan that targets at least 75% diversion of landfill waste, with a goal of 95% diversion. The Project has integrated requirements into planning specifications and plans to target a greater than 20% recycled and regional content (by cost) in all building materials for the project. The Project will target a greater than 50 percent FSC certified wood content (by cost) in all new wood building materials for the project. 11. The Project will require, and require tenants, all materials installed within the vapor barrier of the Project to comply with LEED/CalGreen VOC & CARB requirements, and specifically contain no-added urea-formaldehyde (NAUF) FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 2-PAGE 18 products. The Project will conduct, and require tenants to conduct, and Indoor Air Quality Management Plan for Construction Activities that requires contractors to comply with SMACNA IAQ guidelines for best practices during construction. D. SITE REMEDIATION FOR ASBESTOS, LEAD BASED PAINTS AND RECOGNIZED ENVIRONMENTAL CONDITIONS The Applicant will, as indicated on the plans and application materials, remove lead based paints and has already removed much of the asbestos containing materials in the building (Certificate of Job Completion, Professional Asbestos and Lead Services, Inc., March-April, 2012, see Appendix A). During Project demolition of the building in December 2013, minor amounts of asbestos would be were removed as electrical equipment iswas removed providing access to the location of the material. During the Phase 1 Environmental Site Assessment (URS, July 2012) one potential sump was observed on the Project site during the site reconnaissance. The potential sump is on the warehouse floor, and was obstructed with a metal cover. The cover was coated with significant oil staining. Subsequent to the site reconnaissance, facility personnel attempted to remove the cover and photograph the area below. There was an additional metal cover present below that could not be removed. This metal cover was also stained with oil, and the area below could not be assessed. As noted above, this area would be characterized during demolition activities. The Applicant as shown on the plans will conduct the following remediation which is largely standard procedure. The work would be done during the demolition and site preparation phase of the Project. TABLE 3.2 HAZARDOUS MATERIALS REMEDIATION MEASURES Media Material(s) Approach Vault/pit interior concrete Investigation All  Mobilize equipment to remove metal cover  Inspect interior concrete for the presence of liquid or significant staining and integrity of the concrete.  Collect sample of any liquid material present or concrete chip sample. Soil - Investigation All  If staining/liquid are present and concrete is in poor condition soil sampling should be conducted.  Apply for boring permit from the San Mateo County Environmental Health Department (SMCEHD).  Advance one soil boring below the pit using a direct push drill rig to 20 feet below ground surface.  Collect soil samples at 1, 5, 10 and 20 feet bgs.  Analyze samples for VOCs, total petroleum hydrocarbons, semi volatile organic compounds (SVOCs) PCBs, and metals.  Report results to the SMCEHD and consult for remediation requirements.  Remediation of contaminated soils can be completed during the demolition stage of the Project. FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 2-PAGE 19 Media Material(s) Approach Soil Remediation (ex- situ) Fuels  Reuse on Site (if concentration is less than 100 ppm).  Haul and Dispose at appropriate landfill.  Capping and vapor barrier.  Treat on site (see below). Soil Remediation (ex-situ) VOCs (gasoline fuels, solvents)  Consult the SMCEHD for requirements.  Haul and Dispose.  Aeration – requires a notification to BAAQMD, daily volumes are limited.  Vapor Stripping – apply vacuum system to covered piles, notify BAAQMD.  Bioremediation - apply bio-treatment materials, moisture and “work” soil piles.  Thermal Desorption – various vendors provide mobile treatment units.  Capping and vapor barrier. Soil Remediation (ex-situ) Inorganics (metals)  Consult BAAQMD and SMCEHD for requirements.  Haul and Dispose.  Chemical Stabilization.  Sorting – reduce waste volume by screening to target contaminant particle size. Soil Remediation (in-situ) VOCs  Consult SMCEHD for requirements.  Soil Vapor Extraction – apply vacuum to vapor wells, notify BAAQMD.  In-situ chemical oxidation.  In-Situ Vitrification – use electricity to melt waste and surrounding soils. Soil Remediation (in-situ) SVOCs  Consult SMCEHD for requirements.  Bioremediation – saturate soils with bio-treatment materials.  Chemical Stabilization – saturate soils with chemicals to immobilize contaminants.  In-Situ Vitrification.  Capping . Groundwater - Investigation All  If contaminants are detected in the 20 foot below ground surface soil sample an additional boring should be completed to groundwater.  Analyze sample for contaminants detected in soil.  Report results to the SMCEHD and consult on remedial alternatives. Groundwater Remediation VOCs  Consult BAAQMD and SMCEHD for requirements.  Pump and Treat – pump from wells, treat and discharge treated water.  Air Sparging – inject air to volatilize contaminants and create aerobic groundwater conditions suitable for natural bioremediation. Generally applied in conjunction with Soil Vapor Extraction to control released volatiles.  Bioremediation – inject bio-treatment materials into affected groundwater.  Chemical Oxidation – inject oxidation chemicals into affected groundwater. Groundwater Remediation SVOCs  Consult BAAQMD for requirements.  Pump and Treat. FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 2-PAGE 20 Media Material(s) Approach (continued)  Bioremediation.  Chemical Oxidation. Groundwater Remediation Inorganics  Consult BAAQMD for requirements.  Pump and Treat.  Chemical Immobilization – inject chemicals to precipitate or chemically fix contaminants to soil particles. The Project submittals note that a Licensed General Contractor with Hazardous Substance Removal Certification from the State of California will inspect and remove the electrical equipment. The qualifications of the contractor will be noted on the plans submitted to the City for issuance of a demolition permit. FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 2-PAGE 21 MODIFICATIONS TO THE INITIAL STUDY CONTAINED IN APPENDIX A OF THE DEIR. 3.3 AIR QUALITY Environmental Factors and Focused Questions for Determination of Environmental Impact Potentially Significant Impact Less Than Significant with Mitigation Less Than Significant Impact No Impact III . AIR QUALITY — Where available, the significance criteria established by the applicable air quality management or air pollution control district may be relied upon to make the following determinations. Would the Project: a) Conflict with or obstruct implementation of the applicable air quality plan? X b) Violate any air quality standard or contribute substantially to an existing or projected air quality violation? X c) Result in a cumulatively considerable net increase of any criteria pollutant for which the project region is non-attainment under an applicable federal or state ambient air quality standard (including releasing emissions, which exceed quantitative thresholds for ozone precursors)? X d) Expose sensitive receptors to substantial pollutant concentrations? X e) Create objectionable odors affecting a substantial number of people? X PAGE 3-19 OF THE INITIAL STUDY THROUGH 3-21 IS MODIFIED AS FOLLOWS: d) Impacts to Sensitive Receptors Significance Criteria: The significance of impact to sensitive receptors is dependent on the chance of contracting cancer from exposure to toxic air contaminants (TACs) such as DPM or of having adverse health effects from exposure to non-carcinogenic TACs. A project is considered to be significant if the incremental cancer risk at a receptor exceeds 10 in a million. Three child care centers are located in the Project area: 599 Gateway Boulevard 0.3 miles (1,760 feet) southwest; 444 Allerton Avenue 0.4 miles (1,320 feet) southeast; and 850 Gateway Boulevard 125 feet northwest of the Project site on the Gateway Business Park Campus. Therefore there is one sensitive receptor located within a 0.25 mile radius of the Project site. Residential land uses are approximately FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 2-PAGE 22 2,400 feet (0.45 miles) to the east (west of Route 101). There are no sensitive receptors located within a 0.25 mile radius of the Project site. For cumulative analysis of cancer risk, BAAQMD recommends that the risks from all sources within a 1,000 foot radius of the source or receptor be assessed and compared to a cumulative increased risk threshold of 100 in one million. The non-cancer hazard index significance threshold of 1.0 is defined in the BAAQMD CEQA Air Quality Guidelines. For cumulative analysis of non-cancer hazard index, BAAQMD requires that the hazards from all sources within a 1,000 foot radius of the source or receptor be assessed and compared to a cumulative hazard index threshold of 10. The BAAQMD has established a separate significance threshold for PM2.5 to protect public health as emissions of PM2.5 are associated with health risks. For individual projects, the BAAQMD significant threshold for PM2.5 impacts is an average annual increase of 0.3 µg/m3. For cumulative analysis, BAAQMD recommends that the PM2.5 concentrations from all sources within a 1,000 foot radius of the receptor be assessed and compared to a cumulative threshold of an average annual increase of 0.8 µg/m3. CANCER RISK Cancer risk is defined as the lifetime probability of developing cancer from exposure to carcinogenic substances. Cancer risks are expressed as the chances in one million of contracting cancer, for example, ten cancer cases among one million people exposed. Following Health Risk Assessment (HRA) guidelines established by California Office of Environmental Health Hazard Assessment (OEHHA) and BAAQMD’s Health Risk Screening Analysis Guidelines, incremental cancer risks were calculated by applying toxicity factors to modeled TAC concentrations in order to determine the inhalation dose (milligrams per kilogram of body weight per day [mg/kg-day]). See Appendix A for details concerning the methodology, assumptions, and basis of calculation for the cancer risks. CONSTRUCTION RELATED IMPACTS As a result of construction activities (with implementation of the measures the City requires by law and the Tier 2 measures or their equivalent proposed by the Project), the unmitigated maximum cancer risk for a residential-adult receptor would be 0.04 per million and for a residential-child would be 0.44 per million. The unmitigated maximum cancer risk for a school child (day care) receptor would be 0.03 8.2 per million based upon the construction schedule provided by the Applicant which assumes demolition within a year and construction following approximately two years later, 2015 through 16. Thus, the unmitigated cancer risk due to construction activities is below the BAAQMD threshold of 10 per million and would be less than significant. OPERATIONAL RELATED IMPACTS The maximum cancer risks from the Project operations for a residential-adult receptor would be 0.41 per million and for a residential-child would be 0.44 per million with FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 2-PAGE 23 implementation of the measures the City requires by law. The maximum cancer risk from the Project operations for a school child (day care) receptor would be 0.046 per million. Thus, the health impacts from Project operations would be below the BAAQMD threshold of 10 per million and less than significant. NON-CANCER HEALTH IMPACTS Both acute (short-term) and chronic (long-term) adverse health impacts unrelated to cancer are measured against a hazard index (HI), which is defined as the ratio of the predicted incremental exposure concentration from the Project to a published reference exposure level (REL) that could cause adverse health effects. The RELs are published by OEHHA based on epidemiological research. The ratio (referred to as the Hazard Quotient [HQ]) of each non-carcinogenic substance that affects a certain organ system is added to produce an overall HI for that organ system. The overall HI is calculated for each organ system. If the overall HI for the highest-impacted organ system is greater than 1.0, then the impact is considered to be significant. The chronic reference exposure level for DPM was established by the California OEHHA as 5 g/m3. There is no acute REL for DPM. However, diesel exhaust does contain acrolein and other compounds, which do have an acute REL. Based on BAAQMD’s DPM speciation data acrolein emissions are approximately 1.3 percent of the total DPM emissions. The acute REL for acrolein was established by the California OEHHA8 as 2.5 g/m3. See Appendix A for details concerning the methodology, assumptions, and basis of calculation for the health index. The Project’s chronic HI for DPM would be less than 0.03 for a residential receptor and 0.02 for a school child (day care) receptor. The chronic HI for DPM would be below the BAAQMD threshold of 1 and the impact of the Project would therefore be less than significant. The Project’s acute HI for acrolein would be less than 0.01 at all receptors. The acute HI for acrolein would be below the BAAQMD threshold of 1 and the impact of the Project would therefore be less than significant. PM2.5 CONCENTRATION Dispersion modeling was also used to estimate exposure of sensitive receptors to Project- related concentrations of PM2.5. Because emissions of PM2.5 are associated with health risks the BAAQMD has established a separate significance threshold to protect public health. The BAAQMD guidance requires inclusion of PM2.5 exhaust emissions only in this analysis (i.e., fugitive dust emissions are addressed under BAAQMD dust control measures and are required by law to be implemented into Project construction, see Introduction, Chapter 1, Section 1.5.2). The unmitigated maximum annual PM2.5 concentration as a result of Project construction would be less than 0.01 µg/m3 for a residential 8 California Office of Environmental Health Hazards Assessment Toxicity Criteria Data base, 2010. http://www.oehha.ca.gov//. FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 2-PAGE 24 receptor and 0.07 µg/m3 for a school child (day care) receptor. The annual PM2.5 concentration due to implementation of the Project would be below the BAAQMD threshold of 0.3 µg/m3, and hence is considered less than significant. CUMULATIVE IMPACTS The BAAQMD’s CEQA Air Quality Guidelines include standards and methods for determining the significance of cumulative health risk impacts. The method for determining cumulative health risk requires the addition of the health risks from permitted sources and major roadways in the vicinity of a project (i.e., within a 1,000-foot radius of the source, also considered the zone of influence for a health risk analysis), then adding the health risks of the Project impacts to determine whether the cumulative health risk thresholds are exceeded. BAAQMD has developed a geo-referenced database of permitted emissions sources throughout the San Francisco Bay Area, and has developed the Stationary Source Risk & Hazard Analysis Tool (dated May, 2011) for estimating cumulative health risks from permitted sources. Five permitted sources are located within 1,000 feet of the Project. BAAQMD has also developed a geo-referenced database of roadways throughout the San Francisco Bay Area and has developed the Highway Screening Analysis Tool (dated May 2011) for estimating cumulative health risks from roadways. BAAQMD CEQA Air Quality Guidelines also require the inclusion of surface streets within 1,000 feet of the project with annual average daily traffic (AADT) of 10,000 or greater9. No nearby roadways meet the criteria. Air Quality Table 5 lists the BAAQMD-permitted facility and major roadways within 1,000 feet of the Project. Air Quality Table 5 also shows the cumulative cancer risk, hazard impact, and PM2.5 concentrations (in µg/m3) associated with these facilities (developed by BAAQMD), as well as the Project. The cumulative impacts are below the BAAQMD significance thresholds. Secondly, given that the Project would not result in increased health impacts exceeding the Project-level thresholds, the Project would also not result in a cumulatively considerable contribution to localized health risk and hazard impacts, resulting in a less than significant cumulative air quality impact. AIR QUALITY TABLE 5 CUMULATIVE IMPACTS Site # Facility Type Address Cancer Risk Hazard Impact PM2.5 Concentration 13861 City of SSF Water Quality Plant 955 Gateway Blvd 0.99 <0.01 <0.01 17664 Gallo 440 Forbes Blvd <0.01 <0.01 <0.01 13778 UPS Supply Chain Solutions 455 Forbes Blvd 2.1 <0.01 <0.01 19547 Chamberlin Associates 200 Oyster Point Blvd 8.5 0.003 0.027 9 BAAQMD County Surface Street Screening Tables, May 2011 and CEHTP Traffic Linkage Service Demonstration, http://www.ehib.org/traffic_tool.jsp FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 2-PAGE 25 Site # Facility Type Address Cancer Risk Hazard Impact PM2.5 Concentration 18885 Chamberlin Associates 180 Oyster Point Blvd. 1.7 0.001 0.0053 Permitted Sources Total 13.3 <0.01 0.03 Proposed Project 0.44 8.2 0.03 <0.01 0.07 Grand Total 13.7 21.5 0.03 0.03 0.13 Significance Thresholds 100 10 0.3 Significant Impact? No No No FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 2-PAGE 26 3.7 HAZARDS AND HAZARDOUS MATERIALS THE HAZARDS AND HAZARDOUS MATERIALS CHECKLIST ON PAGE 3-45 OF THE INITIAL STUDY IS REVISED AS FOLLOWS: Environmental Factors and Focused Questions for Determination of Environmental Impact Potentially Significant Impact Less Than Significant with Mitigation Less Than Significant Impact No Impact VIII. HAZARDS AND HAZARDOUS MATERIALS — Would the Project: a) Create a significant hazard to the public or the environment through the routine transport, use, or disposal of hazardous materials? X b) Create a significant hazard to the public or the environment through reasonably foreseeable upset and accident conditions involving the release of hazardous materials into the environment? X c) Emit hazardous emissions or handle hazardous or acutely hazardous materials, substances, or waste within one-quarter mile of an existing or proposed school? X X d) Be located on a site which is included on a list of hazardous materials sites compiled pursuant to Government Code Section 65962.5 and, as a result, would it create a significant hazard to the public or the environment? X e) For a Project located within an airport land use plan or, where such a plan has not been adopted, within two miles of a public airport or public use airport, would the Project result in a safety hazard for people residing or working in the Project area? X f) For a Project within the vicinity of a private airstrip, would the Project result in a safety hazard for people residing or working in the Project area? X g) Impair implementation of or physically interfere with an adopted emergency response plan or emergency evacuation plan? X h) Expose people or structures to a significant risk of loss, injury or death involving wildland fires, including where wildlands are adjacent to urbanized areas or where residences are intermixed with wildlands? X PAGE 3-54 OF THE INITIAL STUDY IS REVISED AS FOLLOWS: c) and d) Hazardous Materials Presence FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 2-PAGE 27 Significance Criteria: The Project would have a significant environmental impact if it were to emit hazardous emissions or handle hazardous or acutely hazardous materials, substances, or waste within a quarter mile of an existing or proposed school, or if it was located on a site which is included on a list of hazardous materials sites compiled pursuant to Government Code Section 65962.5 (“Cortese List”). There are no existing or proposed schools or day care centers or facilities within a quarter mile of the Project site. There is one day care facility approximately 125 feet northwest of the Project at 850 Gateway Boulevard. The Project site is not listed on the Department of Toxic Substances Control’s Cortese List (California Department of Toxic Substance Control, http://www.dtsc.ca.gov/database/Calsites/Cortese_List.cfm and Phase I). As noted in the Setting Section further assessment would be conducted at the site during demolition activities to determine the presence and/or extent of potential environmental contamination associated with the small area of concrete staining inside the building. The investigation would include removal of the metal cover on the vault/sump and inspection of the interior for the presence of oil or oil staining. The integrity of the concrete in the vault would also be evaluated along with the extent of the staining. Further investigation, in the form of subsurface drilling, could be required to assess if there was a release to the subsurface if there is significant staining beyond that on the surface of the concrete vault and/or there are any issues with the concrete integrity (i.e., if the concrete is damaged and has allowed the staining to progress beyond surface areas). The work is required by law to comply with the local, state and federal laws outlined in the Setting Section. The Applicant acknowledges these requirements and identifies them as part of the Project as described in Chapter 2 Project Description. The procedures and permitting requirements identified as part of the Project are designed to reduce the potential impacts associated with the handling, storage, transport and removal of toxic and hazardous substances. The Project would have a less than significant impact with respect to exposure from the emission or handling of hazardous materials or wastes on schools or day care facilities because the Project will comply with the stated procedures and permitting requirements and because the Project site is not listed on the Cortese List. HAZARDS AND HAZARDOUS MATERIALS FINDING ON PAGE 3-55, PARAGRAPH 2 IS REVISED AS FOLLOWS: Finding: There are no existing or proposed schools or day care centers or facilities within a quarter mile of the Project site. There is one day care facility approximately 125 feet northwest of the Project at 850 Gateway Boulevard. The work is required by law to comply with the local, state and federal laws outlined in the Setting Section. The Applicant acknowledges these requirements and identifies them as part of the Project as described in Chapter 2 Project Description. The procedures and permitting requirements identified as part of the Project are designed to reduce the FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 2-PAGE 28 potential impacts associated with the handling, storage, transport and removal of toxic and hazardous substances. The Project would have a less than significant impact with respect to exposure from the emission or handling of hazardous materials or wastes on schools because the Project will comply with the stated procedures and permitting requirements and because the Project site is not listed on the Cortese List. 3.12 NOISE Environmental Factors and Focused Questions for Determination of Environmental Impact Potentially Significant Impact Less Than Significant with Mitigation Less Than Significant Impact No Impact XII. NOISE — Would the Project: a) Exposure of persons to or generation of noise levels in excess of standards established in the local general plan or noise ordinance, or applicable standards of other agencies? X b) Exposure of persons to or generation of excessive groundborne vibration or groundborne noise levels? X c) A substantial permanent increase in ambient noise levels in the Project vicinity above levels existing without the Project? X d) A substantial temporary or periodic increase in ambient noise levels in the Project vicinity above levels existing without the Project? X e) For a Project located within an airport land use plan or, where such a plan has not been adopted, within two miles of a public airport or public use airport, would the Project expose people residing or working in the Project area to excessive noise levels? X f) For a Project within the vicinity of a private airstrip, would the Project expose people residing or working in the Project area to excessive noise levels? X PAGE 3-67 PARAGRAPH 1 OF THE INITIAL STUDY IS REVISED AS FOLLOWS: Residential, schools, child care facilities and convalescent facilities are typically considered noise sensitive land uses. The closest sensitive receptor to the site is a day care facility approximately 125 feet northwest of the Project at 850 Gateway Boulevard. There are two child care centers located more than 0.25 miles away; one at 599 Gateway Boulevard 0.3 miles (1,760 feet) from the site and one at 444 Allerton Avenue 0.4 miles (1,320 feet) from the site. Residential land uses are approximately 2,400 feet (0.45 miles) to the east FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 2-PAGE 29 (west of Route 101). There are no sensitive receptors located within a 0.25 mile radius of the Project site. IMPACTS a – d) Exposure of Persons to or Generation of Noise Levels in Excess of Standards, Exposure of Persons to or Generation of Excessive Groundborne Noise Levels, a Substantial Temporary or Permanent Increase in Ambient Noise Levels in the Project Vicinity above Levels Existing Without the Project. Significance Criteria: The Project would have a significant environmental impact if it were to result in exposure of persons to or generation of noise levels in excess of standards established in the South San Francisco General Plan or the City’s Noise Ordinance. Page 3-68 paragraph 4 is revised as follows: Some grading activities, such as the times a hoe ram is in use, would result in the most intrusive level of sound generated by the Project. The closest land uses to the Project are industrial buildings south and north of the Project. Both of these buildings are 50 feet from the property line of the Project to the face of the buildings.10 Exterior noise levels at these two receptors would be approximately 90 dB for a short period of time (approximately 20 percent) when a hoe ram is used during grading. This activity would be intermittent during the first two months of work on the Project site. Interior sound levels would attenuate approximately 20 dB or to 70 dB, Leq.11 Exterior sound levels reaching the closest sensitive receptor, the child care facility at 850 Gateway Boulevard on Allerton Avenue 1,320 125 feet northwest of the Project, would reach 77 dB during the noisiest phases of Project grading. Therefore, during outdoor play time, a non-noise sensitive activity, exterior sound levels would reach 77 dB at the day care play area. Sound reaching the interior of the day care facility would be expected to attenuate 20-25 dB with doors and windows closed. This attenuation factor is assumed for the day care facility as it is newer construction without operable windows; therefore the maximum attenuation of 25 dB would be expected to be achieved bringing the interior ambient noise levels to approximately 52 dB. Classroom environments are typically between 55-60 dB (National Assessments of Noise Control Officials, Office of the Scientific Assistant, Office of Noise Abatement and Control, 1979, revised 1981. U.S. Environmental Protection Agency). Therefore, 52 dB resulting from Project construction would be lower than a typical classroom environment, and would be considered acceptable. attenuate to background levels; due to the distance as well as the building envelope. Addition of paragraph 5 on page 3-63 is as follows: 10 The noise impacts are very conservative in that the analysis is from the Project property line and do not assume additional attenuation as the work moves further into the interior of the site providing additional attenuation. 11 Another industrial building is located 120 feet east and across Eccles Avenue from the site. Interior noise levels would attenuate approximately 32 dB to approximately 60 dB. The analysis focuses on the worst case exposure which is the two closest buildings. FINAL EIR-475 ECCLES AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA MODIFICATIONS TO PROJECT DESCRIPTION AND INITIAL STUDY FEBRUARY, 2016 CHAPTER 2-PAGE 30 South San Francisco Municipal Code Section 8.32.050(d) identifies 90 dB, Lmax as the maximum sound level permitted at a property line. Grading operations may exceed this standard by 1 dB (ENVIRON, 2013). The Chief Building Official may grant an exception to the standard. The Project area does afford opportunity for attenuation given the soft surfaces to the west and northwest of the site and given that the surrounding buildings are sparsely placed reducing the potential for reflection and intensification of sound levels. The 1 dB potential sound level exceedance is considered less than significant. Addition and modification of paragraph one on page 3-69 and Finding on page 3-70 is as follows: Construction related interior noise levels would be approximately 10-15 dB less than those experienced during grading. Construction noise levels would also attenuate as the activity moves into the interior of the site, as building shells are erected blocking line of sight, and as quieter activities occur. Demolition and construction related noise impacts would be considered a less than significant because the 1) noise associated with grading operations would not be a continuous noise source during an eight hour day and would be expected to be complete within two months; 2) industrial land uses are considered less noise sensitive and are permitted in an environment up to 75 dB which assumes a continuous noise exposure and conditionally permitted in an environment up to 85 dB; 3) the land uses in the area are conducted indoors which affords a 20 dB noise reduction in addition to noise attenuation due to distance from the source; and 4) outdoor land uses such as deliveries, walking to and from a vehicle, loading and unloading operations are infrequent and intermittent which would by nature not expose people to excessive amounts of noise; 5) exterior noise exposure received at the day care facility would reach 77 dB during outdoor play time, a non-noise sensitive land use activity. During noise-sensitive activities, conducted inside the building, noise levels would be expected to attenuate 20 -25 dB (to 52-57 dB) requisite for learning, conversing.; and 6) South San Francisco Municipal Code Section 8.32.050(d) identifies 90 dB, Lmax as the maximum sound level permitted at a property line. Grading operations may exceed this standard by 1 dB. The Chief Building Official may grant an exception to the standard. The Project area does afford opportunity for attenuation given the soft surfaces to the west and northwest of the site and given that the surrounding buildings are sparsely placed reducing the potential for reflection and intensification of sound levels. The 1 dB potential sound level exceedance is considered less than significant. 2606336.1 Attachment A Liberty Gold Letter – 11/14/12 LIBERTY GOLD FRUIT COMPANY, INC. 500 Eccles Avenue, South San Francisco, California 94080 Mailing address: P.O. Box 2187, South San Francisco, California 94083 Telephone: (650) 583-4700 Fax: (650) 583-4770 November 28, 2012 Billy Gross, Associate Planner City of South San Francisco 315 Maple Avenue South San Francisco, Ca 94080 RE: PROJECT PROPOSED 475 ECCLES AVENUE EIR REPORT Dear Mr. Gross, Liberty Gold Fruit Co. Inc. is located at 500 Eccles Avenue, across from the intended project at 475 Eccles Avenue. Surprisingly we are not mentioned in the NOP which on page 2-3 describes the properties adjacent to the project. The site currently has 276 parking places. But since the building at 475 Eccles has been vacant for a number of years, in effect the site behaves as if it has zero parking places. In addition there are other buildings on the street that are either empty or under-utilitized. Even so, at day’s end, there is a significant line of cars on Eccles Avenue waiting to cross onto Oyster Point Blvd. and down onto Highway 101. Eccles Avenue, just 40 feet wide, was designed to service a corridor of buildings which were mainly warehouse or warehouse/office with a relatively low density of employees. We who live on Eccles Avenue (when you spend most of your daylight hours at a workplace, you are a resident) have not been subjected to the traffic load currently legally approved for this short street for some years. Were all of the parking spaces currently in existence on Eccles Avenue utilized, it would be patently evident that the proposal of adding a total of 432 parking spaces would be an unacceptable burden to all of us on Eccles Avenue. Before the planning commission and the city council approve any projects on Eccles Avenue, LIBERTY GOLD FRUIT COMPANY, INC. 500 Eccles Avenue, South San Francisco, California 94080 Mailing address: P.O. Box 2187, South San Francisco, California 94083 Telephone: (650) 583-4700 Fax: (650) 583-4770 Eccles Avenue needs a separate traffic study to consider the traffic flow with all the current parking spaces utilized. In recent years, a number of additional car trips have been added to the Oyster Point Blvd corridor, to the point where this street is already jammed up at times with vehicles. That exists even with Eccles Avenue’s diminished present vehicle traffic. If Eccles Avenue was fully utilized the traffic on Oyster Point Blvd would be significantly degraded. Furthermore in studying Oyster Point Blvd, one has to add the effect of filling the empty buildings on the north side of Oyster Point Blvd., and the new building that are to come on the empty land near the Oyster Point Blvd/Highway 101 interchange. Given current conditions, we request that the new project be limited to the same number of spaces now approved for the property – 276 parking spaces. An employee load beyond that number should be accommodated with a parking site having a separate access to highway 101 and shuttle bus service from that site to 475 Eccles Avenue. It’s easy to grant new developments and more car traffic when the grantor is not impacted by the decision. Please make your decision as if City Hall was located on either Eccles Avenue or Oyster Point Blvd. That’s only fair to those of us here now. Sincerely, Thomas Battat President Attachment B Caltrans Letter – 12/14/12 Sent By: CALTRANS TRANSPORTATIO PLANNING; 510 286 5560; .. :.:: .::.�:·.::·,:.. . . . ... ,, . ,, •' :·:·.·:· .. :'.· .. :,.:::.,:· .. : .. S'l'AmcircAUfcmNHYSJNi.1S.·�-ss�iit�i1wAND .. umi�¢:@rwr;·i·.·.: .. ·.·.·.· .. · DEPAl�}tM�Nr:OF·�s�tllt�ATi6�: ·· .. l i fGRAND AVENUE · . . .. .· .... P. O.BOX236� .·. .. . .·. . .. Dec-13-12 12:03PM; ,•, .... ··· .... ' • ' ... '' : ,• Page 1/1 OAKLAND, CA .. 9:4623.-0660· . . . · . ·: ·. ·.. . PHONE· :(SlO) 286:.:60:53 ·.. . ·. . : :. . F� '(510) 286·5559· · . · · .. . .··.::.. .. . I •.• . .·na yurir pow"err·· ·Jle �nerfiy ejfit:Umt! .... TJ'Y 711 ·· .. Decembet.· 14, 2ot2 . · . . . .. ·.Mt. Billy Grt>s� ·.: · .. '.." ... :: . ._: : ·.: ··.·: · .' . · ·C.jty ·of South S�ii·Fraru:isco .. ' ·· ... . ·· J>lanning'Divisio� .. . . . · · .·.· _ .. 315 Maple Avenue· ·:: · ·:.:.·.· ·.-.... ·_. · ... · .: . ·.South San Francisco. CA:94083-·. : . · . .'. . . . · Dear Mr. Gross: · . · .. ·· , . · ··· · · ·. ·· .·· .··SMl01471 . .. . : ·· · . SM-101·�22..1. . .. . : · · .. 'SCH#201208'2.l01 · ·.. . ... ..· , ....... · .... . : ·.4fs·Ec��·Av-u�·�:i:���·���t�/,�;�·a��:._';:. :.: .. · ·.·· ·· · · ..... :niank_you foi:··�d�ti�u1�:��i�ii�lit�a:ri�cntor·Tr���i6n.(c��) iri :the·· .. ·.. . en'Viromnen.talreviewp�: fpr·ijie":aij)·ve' project; 'l'ht. "followingt:0mriiciits are based on the Dratl .... . -:Envin>nrnen1al Imp!ict R� (DEIR); ... .'i. · .. ... ·: :-r�p �·��-ti�� )i�fri�::+tbi�··i��::$1�{T@:q��ti9,n;· W,liC.:.4.�fZ:,.: · ·.· ·. . . . . .... . · Acoorcling fo. the 'In;stitute:<?f.'T:�r.tafi.on.En.gineers,.Trip Generation·:g!h Edition, the trip vqltmies 'in . · · .. · .. ··T:abfo .. }9,are.under�e.stith�?Peak;�.bips·for.�.20lS.AM:(P�Ysbould'be 243(22) and.year· . . "2035 AM.(PM}22S(2l4)-i_P�e:ctmfiiiti,-your·rnunbers· and correct ·�s· neees�uy. . . . . • ', ' ... · .'·M.tt�non·:� ��:4� :E#�tfu�\y,th·:�fui��.·-�tsi:··act. 3;· page··4�39 · · · · · . . . . : .. :.· . ... . .. . . · Please piovide·.measlires· to.:ifiitigatethc:'c�cess·it'4ffic.f.'v<Jlumes 'on the· 300-foot southbound. left-tum. . . . . pock.et ofthe Airport·Briulevard/Grimd Avenue-intersection to accommodate the Existing Plns Project '.. · ·. ·... :t,raffic queu�. o'f.3 3'7:..feet.. ·.: :': . · . . · · · · . . . · · .. F�ir"S�are � Plc��·�toJ��·i dol� �·Ioi'tlle'la,i;::�e fecf��ti�. . .. . . . .. . ',,, . : Pi�se.feeJ.ftee·t<i·cal�.'>t:;� ... San�-���� :at (Sin}.622-.:l� :or san4ti finegan@dot:�;g�v: �ith : ..any question.s regardibg·ffii:s. letter. ·· · · · · ··Since�ly, . .... .. . ,'•, .. . .' :ERiI{At1�( A1Ct>'. -: ... · ........ ,, . · .. . ....... . . .. . .. . . . .· · Distriet' Branch: Chief.· .. .' .. · ... .' . . · .. . . . :;. : ... : . . . . . . · · · : . · . . Local. Devc.topme�� -'-:·��gcivernttJentatR.�lv... ·. _: .· . ·:· .. ':.: . . .. . .. ,, ... ...... . . ,,, . .... ,, .·. c:. ..... . . .. . . . .. · .. •, · ..... :'.·�·�;tJ.��� .. ��;,��.J:� caiifomta·� . . .. • . . ' . . ......... ,'· · .. :· ··. ·�: .... : .. : .. · .. :, . . ... . . · . ·. ·. : .. · . . . . .. .. . ... .... . It' o �:•, '� ,, ' ,, ' ... , • . . �· . . . . .. : ,:.,' ::·: _::. .... ,, ..... , ..... : ·. : ; ... · .. .'•. . . .. . ... . . . . . . . .........,' Attachment C Liberty Gold and Caltrans Response to Comments Response to Comments 475 Eccles Avenue, South San Francisco, CA Page 1 of 2 RESPONSE TO COMMENTS 475 ECCLES AVENUE DRAFT ENVIRONMENTAL IMPACT REPORT (DEIR) DECEMBER 19, 2012 The 475 Eccles DEIR was circulated for public review (SC#: 2012082101) from October 31, through December 14, 2012. Two comment letters were received on the document and the responses are contained in the following. LIBERTY GOLD NOVEMBER 28, 2012 LETTER Response 1. It is acknowledged that Liberty Gold is adjacent to the Project site. Thank you for your comment. Response 2. It is acknowledged that there is existing congestion during the peak commute periods along Oyster Point Boulevard and at the Oyster Point Boulevard/US101 interchange. Significant additional developments are proposed by the City in the East of 101 area as well as numerous roadway improvements along Oyster Point Boulevard, including a turn lane for additional capacity at the Oyster Point Boulevard/Eccles Boulevard intersection. The 475 Eccles Draft EIR has evaluated traffic conditions for year 2015 and year 2035 horizons, both with and without the 475 Eccles project. This includes full utilization of all businesses along Eccles Avenue. As detailed in the EIR, there are a few locations that are projected to experience unacceptable operation by 2015 (with or without the 475 Eccles project) and a larger number are projected to experience unacceptable operation by 2035 (again, with or without the 475 Eccles project). Unacceptable operation is expected at some locations (primarily at the US101 freeway interchanges), even with all planned circulation system improvements that are considered feasible by the City and Caltrans. These locations have been fully disclosed in the EIR in conjunction with statements that no mitigation is considered feasible to provide acceptable commute peak hour operation. Decision makers will take this comment and the traffic conditions and projections into consideration when evaluating the Project. CALTRANS DECEMBER 14, 2012 LETTER Response 1-Trip Generation. The trip generation rates used to determine 475 Eccles trip generation were developed using Institute of Transportation Engineers (ITE) fitted curve rates from Trip Generation, 8th Edition, 2008. The fitted curve rates were not applied assuming the 475 Eccles project was an isolated development. Rather, it was considered part of a more than 7+ million square foot R&D development in the area to the East of the 101 freeway in South San Francisco. The use of a further 20 percent reduction in peak hour trip rates for 2015 conditions and a 25 percent reduction for 2035 conditions due to a City- mandated significant Transportation Demand Management (TDM) program were also determined to be appropriate, as the City traffic model calibration process for this area found that resultant existing condition trip rates needed to be well below what would be projected by applying fitted curve equations to total local area development in conjunction Response to Comments 475 Eccles Avenue, South San Francisco, CA Page 2 of 2 with additional 20 to 25 percent reductions due to TDM measures. Since the project area is already generating peak hour traffic well below “average” ITE trip rates, future trip rates would only be expected to reduce further as area freeway and surface street congestion increases. Response 2-Existing “With Project” Impacts at Airport Boulevard/Grand Avenue Intersection. Due to the project’s minor AM peak hour impact to the left turn movement on the Airport Boulevard southbound approach to Grand Avenue (2 vehicles added), signal timing adjustments would eliminate any additional queuing while still maintaining an acceptable level of service (LOS D – 40.1 seconds control delay). Response 3-Fair Share. The City of South San Francisco will identify the exact Fair Share dollar amount required to be paid during the Building Permit process, when the ultimate ratio of office/R&D square footage will be determined. 2041657.1 Attachment D November, 2015 Letter from Applicant with ENVIRON Air Quality and Noise Analysis BioMed Realty, L.P. 17190 Bernardo Center Drive • San Diego , California 92128 Phone: {858) 485 -9840 • Facsimile: (858) 485 -9843 475 Eccles Demolition and Construction September 6, 2013 BioMed Realty is planning to demolish the building at 475 Eccles and construct a new life science campus consisting of two buildings that together would comprise 262,287 square feet, a five-level parking structure and surface parking. This report documents the analysis that indicates there will be no significant increase in health risks to the children at the Genetech Daycare Center located at 850 Gateway Boulevard, and no significant noise impacts. This report also provides general information about the project that parents may find useful. Demolition and Construction Plans Demolition of the 475 Eccles building is projected to occur over a four-week period in the Fall of 2013. We then anticipate a lull at this site of several years, during which time we will be conducting demolition and construction of another project at 800 and 1000 Gateway Boulevard. 1• Our estimate for construction at 475 Eccles is that it will start in the Fall of 2016, and continue for approximately two years. The details of the demolition and construction are contained in the attached site logistics plan (Attachment 1). Construction vehicles will access the site from Eccles Avenue, and the truck route is along Eccles as well. This arrangement puts the construction traffic on the opposite side of the construction site from the Genentech daycare facility. The new buildings that are proposed are depicted in Attachment 2. Health Risk Assessment BioMed had a Health Risk Assessment performed by ENVIRON, one of the most respect air quality firms in California. The report that resulted from this analysis is attached (Attachment 3). This report confirms that no significant increases in health risks are projected for the Eccles project. The study used conservative assumptions (summarized in items 1 -7 below) and determined that the measures BioMed is planning to implement will ensure there are no significant health risk impacts. 1. The analysis assumes that children are at the daycare for 12 hours per day for 245 weekdays per year, and therefore assumes each child is exposed to the full extent of emissions. We understand that many children are present for less time. 1 The demolition and construction work we intend to perform for 800 and 1000 Gateway is addressed in a separate report. Neither the demolition or construction periods of the two projects are expected to overlap, which will help ensure that the daycare children do not experience emissions from both projects at once. 2. The analysis assumes that a child would arrive at the daycare center at the age of 6 weeks and stay continuously until age 6. Two scenarios were analyzed; one captured the longest projected exposure such a child might face (an infant entering daycare at the start of demolition in Fall2013 staying through age 4Y2), and the second captured the most intense level of projected emissions (an infant entering daycare at the start of construction and staying through the projected 24-month construction period, with all construction emissions concentrated into that period). 3. ENVIRON assumed all children stayed outside all day. We understand that, though windows and doors are often kept open at the daycare center, the children are in fact inside for several hours during the day, which would reduce exposure levels. 4. The analysis employs an air dispersion model recommended by the U.S. Environmental Protection ~gency, with meteorological data collected at the San Francisco International Airport. This model is designed to be health protective, i.e., it predicts a conservatively high level of concentrations of pollutants at the daycare. 5. The analysis assumes that demolition and construction activities would occupy a full eight-hour work day, five days a week, without accounting for the short days and holiday breaks that are common in the construction industry. 6. ENVIRON used data from the actual equipment and practices BioMed's demolition contractor will use for the demolition phase and similar equipment we intend to require our contractors to use for the construction phase, rather than allowing use of more common, but older and more polluting equipment or engines. 7. The analysis is based on data regarding the amount of onsite idling time that is typical for construction vehicles statewide, though we intend to prevent onsite idling to the maximum extend feasible for all onsite engines for on-road equipment. (As noted below, BioMed intends to limit off-road equipment located on site to 2-minute idling times, and that 2-minute idling limitation was incorporated into the analysis.) Even with these conservative (i.e., health protective) assumptions, the analysis demonstrates that the Eccles project is not projected to create significant health risk increases. This is due in large part to the protective measures we intend to employ. These measures are as follows: • Compliance with all of the Bay Area Air Quality Management District's recommended construction mitigation measures, which are set forth in Appendix D of ENVIRON's report. • Limit all off-road construction equipment to 2 minute idling while onsite. • Electrify all generators and air compressors • Model Year 2007 or better onroad trucks • Propane or LNG-fueled boom and scissor lifts -2- 475 Eccles Logistics Plan 7/29/13 475 Eccles Site Logistics & Demolition Summary-7/29/2013 Restrictions: The restrictions identified in the Environ Sensitive Receptors Air Quality and Noise Technical Analysis will be adhered to throughout the demolition phase. Schedule: The demolition activities will be completed in approximately 4 weeks Mobilization: The mobilization consists of the delivery of work trucks, demolition equipment and other small tools required for the demolition of the building. Demolition Equipment includes: • PC 360 2012 tier 4 hydraulic excavator • PC 450 2011 tier 3 hydraulic excavator • PC 600 2006 tier 3 hydraulic excavator • 863 Bobcat skid steer tier 2 loader • 2,000 gal. water truck 2006 tier 2 Site Logistics and Management: The demolition of the building will begin at approximately 120' from the southeast building corner as depicted in the attached Site logistics Plan. The demolition of the building structure will generally be performed on the existing concrete floor slab. The east parking lot will be used for incoming and outgoing vehicular traffic. Demolition: The demolition contractor will remove sections of the roof structure first and then will remove sections of the adjacent concrete walls. Once sections of the building have been demolished and are on the concrete floor slab, the components will be sorted. The concrete walls will be broken down as minimally required to remove the reinforcing bars and miscellaneous metals. The sorted materials will be loaded onto hauling trucks. The hauling trucks will drive up on to the concrete floor slab for loading. Watering of the building structure and demolished components will continue throughout the demolition and will adhere to the BAAQMD requirements. Contents Executive Summary 1 Introduction 1.1 Project Understanding 2 Modeling Methodology 2.1 Source Parameters 2.2 Emissions 2.2.1 Construction Equipment Emissions 2.2.2 On-Road Equipment Emissions 2.2.3 Construction Worker Commuting Vehicles 2.3 Receptor Selection 2.4 Modeling Adjustment Factors 3 Risk Characterization Methods 3.1 Exposure Assessment 3.2 Toxicity Assessment 3.3 Cancer Risk Adjustment Factors 3.4 Risk Characterization 3.4.1 Estimation of Cancer Risks Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California Page ES-1 1 1 2 3 4 4 5 8 8 9 10 10 12 13 14 14 3.4.2 Estimation of Chronic Noncancer Hazard Quotients/Indices 15 4 Risk Results 16 5 Noise Analysis 17 5.1 Existing Acoustic Environment 18 5.2 Construction Equipment and Noise Levels 18 5.3 Compliance Assessment 20 5.4 Construction Noise Exemptions 20 5.5 Construction Noise at Child Care Center 20 5.6 Conclusion 21 6 References 22 Contents ENVIRON List of Tables Table 1: Table2: Table 3: Table4a: Table4b: Table 5: Table Sa: Table Sb: Table 7: Table 8: Table 9: List of Figures Figure 1: Figure 2: Figure 3: List of Appendices Appendix A: Appendix 8: Appendix C: Appendix D: Contents Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California Model Selection and Options Source Parameters Construction Equipment Emissions Calculations Methodology Exposure Parameters -Scenario 1 Exposure Parameters -Scenario 2 Carcinogenic Toxicity Values Cancer Risk Adjustment Factors-Scenario 1 Cancer Risk Adjustment Factors-Scenario 2 Noise Level Standards Construction Equipment Summary Table Construction Noise at Nearest Noise Sensitive Receiver Modeled Sources Sensitive Receptors Receptors over 850 Gateway Boulevard Construction Equipment List Construction Emissions Data (electronic files) Air Dispersion Modeling Files (electronic files) BAAQMD Recommended Mitigation Measures ii ENVIRON Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California Acronyms and Abbreviations 1Jg/m3: ARB: ASF: AT: BAAQMD: BMR: Cai/EPA: CaiEEMod: CEQA: CNEL: CPF: CRAF: days/year: dBA: DBR: DPM: Draft EIR: ED: EF: ET: FHWA: g/hp-hr: g/mile: g/s: HRA: Ukg-day: lb: LCFS: m: microgram per meter cubed (California) Air Resources Board Age Sensitivity Factor Averaging Time Bay Area Air Quality Management District BioMed Realty chemical concentration in air for chemical i California Environmental Protection Agency California Emissions Estimator Model California Environmental Quality Act Community Noise Exposure Level cancer potency factor cancer risk adjustment factors days per year decibel, A-weighted Daily Breathing Rate diesel particulate matter Draft Environmental Impact Report Exposure Duration Exposure Frequency Exposure Time Federal Highway Administration gram per horsepower-hour gram per mile gram per second Health Risk Assessment Intake Factor, Inhalation liter per kilogram-day pound Low Carbon Fuel Standard meter Acronyms and Abbreviations iii ENVIRON m3/kg-day: m3/L: mg/I.Jg: miles/day: mph: OEHHA: RCNM: SCAQMD: SSFMC: tons/day: TSD: USEPA: g/veh-hr: VMT: meters cubed per kilogram-day meters cubed per liter milligram per microgram miles per day miles per hour Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California Office of Environmental Health Hazard Assessment Roadway Construction Noise Model South Coast Air Quality Management District City of South San Francisco Municipal Code tons per day Technical Support Document United States Environmental Protection Agency grams per vehicle-hour vehicle miles traveled Acronyms and Abbreviations iv ENVIRON Executive Summary Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California ENVIRON International Corporation (ENVIRON) prepared a Health Risk Assessment (HRA) to evaluate risk and hazard impacts posed by the construction of the 475 Eccles Avenue Project to sensitive receptors in the area, including the daycare child receptors at Genentech's Daycare at 850 Gateway Boulevard in South San Francisco, California. The objective of this technical report is to determine whether the construction activity will generate significant air quality, health risk, or noise impacts to children attending the daycare. This report demonstrates that certain restrictions BMR is planning to implement will ensure there are no significant increases in health risks as a result of emissions from the Eccles Project, and notes that if BMR substitutes different restrictions in the future, it must demonstrate to the City that impacts remain less than significant. A likely schedule for the 475 Eccles Project has been established. Buildings are scheduled to be demolished consecutively in the late summer of 2013, with no overlap in subsequent construction periods. ENVIRON also conducted an evaluation of the 800 and 1000 Gateway Boulevard Demolition and Construction Project. This and the 475 Eccles Project are not anticipated to overlap during any construction or demolition period.1 Accordingly, the analysis was conducted and thresholds were applied to each Project individually, based on its respective schedule. How was the analysis conducted? This HRA is based on methodologies that are consistent with Bay Area Air Quality Management District (BAAQMD) methods, California Environmental Protection Agency's (CaiEPA) Office of Environmental Health Hazard Assessment (OEHHA) Hot Spot Guidance and United States Environmental Protection Agency (USEPA) recommendations. Based upon this guidance, we used the latest California Air Resources Board (ARB) and USEPA computer models and OEHHA risk assessment and toxicity information to conservatively estimate the excess lifetime cancer risks and noncancer hazard indices (His) and PM2.s (particulate matter less than 2.5 microns in aerodynamic diameter) concentrations that might be caused by the Project, as experienced by the sensitive receptors at Genentech's 850 Gateway Boulevard daycare center, as well as other nearby sensitive receptors. This modeling is state-of-the-art and is a more accurate and realistic approach to assess the Project's impact on the daycare center than real-time measurements could be, since it is not feasible to measure all emissions caused by a project, nor to distinguish which emissions come from any given source among emissions that would be included in measurements taken at the daycare center. Considering the conservative assumptions built into the modeling and analysis, the impacts predicted are expected to be higher than what is actually experienced at the 1 Demolition for both Eccles and GOP is projected to occur in Q3 of 2013, but the actual days within that quarter that each building is being demolished are not projected to overlap. Executive Summary ES-1 ENVIRON Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California daycare. In fact, the BAAQMD describes the methods as "conservative, meaning that the real risks from the source may be lower than the calculations, but it is unlikely they will be higher."2 The results of the HRA were compared with the following May 2011 BAAQMD significance thresholds, which are meant to be health protective for sensitive receptors such as infants and children:3 • An increase in excess lifetime cancer risk level of greater than 10 in one million; • An increase in noncancer (i.e., chronic or acute) hazard indices greater than 1.0; or • An increase in the annual average PM 2 .5 of greater than 0.3 1Jg/m 3 In accordance with BAAQMD CEQA guidelines, this HRA evaluates the impacts of construction emissions from demolition and reconstruction of the 475 Eccles Project on the onsite sensitive receptors (i.e., children attending daycare). This includes all off-road equipment such as excavators, graders, and cranes, as well as on-road trucks, including hauling debris or material to/from the site and water trucks for fugitive dust control. Idling of equipment onsite or queuing to get onsite was also evaluated. Conservative Aspects of the Analysis This analysis is based upon several conservative assumptions. We understand that circumstances that would produce a lower level of impacts are in fact more likely to occur, but used these assumptions to ensure a protective level of analysis. First, we assumed the children are at the daycare for 12 hours per day for 245 days per year, and therefore assumed each child is exposed to the full extent of emissions. We have been advised that in fact many children are not present the full twelve hours of operation . Second, we incorporated breathing rate and cancer risk adjustment factors (CRAFs), as specified by BAAQMD, based on the longest duration a child could stay at the daycare center. We assumed that a child would arrive at the daycare center at the age of 6 weeks and stay continuously until age 6. We understand that it is more common for children to leave the center after a couple of years. To ensure we captured all aspects of the exposure such a child would experience, we analyzed two scenarios. The first scenario captures the longest projected exposure and the second captures the most intense level of projected emissions. • For the first scenario, we assumed a child arrived at the daycare center at age 6 weeks on the first day of demolition and stayed at the daycare center continuously until the projected end of construction, 4.5 years later. The first scenario does not represent a projection of the construction schedule (since BMR is projecting a multi-year break 2 http://www.baaqmd.gov/Divisions/Engineering/Air-Toxics/Frequently-Asked-Questions.aspx (accessed July 2013) 3 A March 2012 Alameda County Superior Court judgment determined that the BAAQMD had failed to evaluate the environmental impacts of the land use development patterns that would result from adoption of the thresholds, and ordered the thresholds set aside . That judgment is currently on appeal; however, the thresholds are backed by a comprehensive study and analysis as documented in Appendix D to the May 2011 BAAQMD CEQA Air Quality Guidelines and are used by the City of South San Francisco in evaluating the 475 Eccles Project. Executive Summary ES-2 ENVIRON Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California between demolition and construction) but was analyzed to ensure that the longest exposure period was analyzed. For this first scenario, construction emissions are spread out over a 4.5-year period. • For the second scenario we assumed a child arrived at the center in the third quarter of 2016 (the projected start of construction) and was exposed during an approximately 24- month period of construction, which is the projected construction duration. This second scenario represents exposure to construction emissions concentrated within a 24-month period. Third, as a conservative approach, the HRA assumes outdoor exposure throughout the site, with no attenuation for lower pollutant concentrations when children are inside. As such, the children are assumed to be effectively outside all the time. We understand that, though windows and doors are often kept open, the children are in fact inside for several hours during the day, which would reduce exposure levels. Fourth, we used the USEPA-recommended air dispersion model (AERMOD) with meteorological data collected at the San Francisco International Airport. Using this model with long term wind data collected at a station close to the Project allows us to predict conservative (i.e., higher than expected) concentrations of pollutants at the daycare as USEPA has designed the model to be conservative in predicting ambient air concentrations. However, because the impacts of exposure depend upon continuous, long-term exposure, using long term wind data ensures that all exposure is accounted for over the entire period of exposure, without artificially decreasing (or increasing) exposure due to wind conditions lasting only a few hours or days. Fifth, we assumed construction operates 8 hours per day, five days per week. We understand that in fact construction may operate fewer hours. Sixth, we input data from the actual equipment and practices BMR's demolition contractor will use for the demolition phase and the equipment BMR's usual contractors have indicated they will use for the redevelopment phase. We understand that BMR will require use of this or similar equipment when it solicits proposals for the redevelopment. This ensures that our analysis cannot be undercut by inexpensive contractors who use older, more polluting equipment or engines. In other words, we input default assumptions as modified by the following: 1. Compliance with all BAAQMD recommended construction mitigation measures, which are set forth in Appendix D 2. Limit all offroad trucks to 2 minutes of idling while onsite 3. Electrify all generators 4. Model Year 2007 or better onroad trucks 5. Tier 2 or better for 65% of horsepower-hours of off road diesel equipment during demolition activities and 20% of horsepower-hours during construction activities Executive Summary ES-3 ENVIRON Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California 6. During demolition, no onsite grinding, crushing or shredding of asphalt, concrete or debris BMR may propose different means of protecting against health risks, in which case BMR will demonstrate to the satisfaction of the City that the different means also result in no significant impacts. Seventh, for our analysis, we input standard data regarding the time construction vehicles typically idle their engines onsite. However, we understand BMR will be implementing plans to prevent onsite engine idling to the maximum extent feasible. Off-road construction equipment at the Site will be subject to a 2-minute idling limit. Summary of Results With these health-protective measures, this analysis shows no exceedance of health risk thresholds selected by the City of South San Francisco at the 850 Gateway Boulevard Daycare Center, and any other nearby sensitive receptors, for cancer risk, PM2.s concentration, and chronic HI. While noise from construction activity is not regulated at off-site receptors such as the Daycare at 850 Gateway Boulevard, a noise assessment shows that noise levels at the Daycare Center due to construction at 475 Eccles Avenue would be below the Noise Level Standards established for the Gateway Specific Plan District. Construction noise from the redevelopment Project at 475 Eccles Avenue is expected to comply with the noise limits established by the City of South San Francisco Municipal Code. The construction plan represented in this report reflects BMR's current best estimate of anticipated demolition and construction activities. As Project plans for future activities are further delineated, BMR may identify other means by which to meet these standards, in which case BMR would demonstrate that impacts remain less than significant. Executive Summary ES-4 ENVIRON 1 Introduction Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California ENVIRON International Corporation (ENVIRON) has conducted an analysis of local risk and hazard impacts associated with the proposed development of 457 Eccles Avenue in South San Francisco, CA ("Project" or "Site"). This analysis shadows the Health Risk Assessment (HRA) performed in the 475 Eccles Avenue Draft Environmental Impact Report (DEIR) (Allison Knapp Wollam Consulting 2012), but includes additional sensitive receptors . This Sensitive Receptors Air Quality Technical Analysis follows the methods described in Appendix A-1 to the DEIR. This analysis aims to be conservative, that is, health protective, so that potential risks are not underestimated. In addition to using the methods of the DEIR, this analysis follows guidance from the Bay Area Air Quality Management District (BAAQMD) California Environmental Quality Act (CEQA) Guidelines (BAAQMD 2012), the California Air Resources Board (ARB), the Office· of Environmental Health Hazard Assessment (OEHHA), and the United States Environmental Protection Agency (USEPA). 1.1 Project Understanding The Project involves demolition of the existing building and construction of a new structure on an approximately 6 .1-acre site in the City of South San Francisco, east of US Route 101. The Project sponsor is BioMed Realty (BMR). Demolition of the project is scheduled to begin in the summer of 2013 . The start date for construction is not expected to be until the third quarter of 2016. Because of the delay in construction start date, the construction was broken up into phases for the purpose of this health risk assessment. The construction plan represented in this report reflects BMR's current best estimate of anticipated demolition and construction activities. As Project plans for Mure activities are further delineated, BMR may identify other means by which to meet these standards, in which case BMR would prepare a revised report demonstrating an equivalent level of protections. Introduction 1 ENVIRON Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California 2 Modeling Methodology This Sensitive Receptors Air Quality Technical Analysis follows the methods of the Project DEIR. The same air dispersion model, AERMOD, was selected, and other parameters were selected to match the modeling performed for the DEIR, as shown in Table 1. AERMOD was run with regulatory default options selected . Table 1: Model Selection and Options Parameter Value Selected Description Air dispersion model AERMOD version 12060 Consistent with Project DEIR Meteorological data pre-AERMET version 06341 As processed by Allison Knapp processor Wollam Consulting (2012) Terrain processor AERMAP version 11103 Consistent with Project DEIR and USEPA guidance (2005) Land use type Rural (no urban area) Consistent with Project DEIR Averaging period Annual Consistent with Project DEIR Receptor height 1.8 meters (m) Consistent with Project DEIR Building downwash None Only volume sources were modeled, so building downwash was not considered Meteorological data years 2005 through 2009 Consistent with Project DEIR Meteorological surface data San Francisco International Airport Consistent with Project DEIR Meteorological upper air data Oakland International Airport Consistent with Project DEIR The X/Q ("chi over Q") method of applying emission rates on the post-processing was used for modeling. This means dispersion modeling was conducted using a unit emissions rate of 1 gram per second (g/s) for each emission source. Annual average air concentrations were estimated using the annual dispersion factors calculated from the model and multiplying them by the respective annual average emissions. The following equation was used to estimate the concentrations: -( (zJ J -Qannual X Q Average Concentration annual ; Modeling Methodology 2 ENVIRON Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California Table 2: Source Parameters Parameter Value Selected Description "·;' Consthictlon Volume So~n::es Release height 3.05m Consistent with Project DEIR Initial lateral dimension 4.65m Length of a 10-m by 10-m volume source divided by 2.15, as per USEPA guidance (USEPA 2004) Initial vertical dimension 4.15m Consistent with Project DEIR Hours of operation 8 hours daily corresponding to a Based on construction schedule daytime shift provided by Project sponsor Haul Truck, Vendor, and Employee Trip Line Sources Release height 5m SCAQMD2008 Initial lateral dimension 5.58m Consistent with Project DEIR modeling files Length of volume source divided by 2.15, as per USEPA guidance (USEPA 2004). The length of the volume source is based on the width of the roadway. Initial vertical dimension 1.42 m Consistent with Project DEIR modeling files Hours of operation 8 hours daily corresponding to a Based on construction schedule daytime shift provided by Project sponsor 2.2 Emissions As explained in the Hazards Identification section of Appendix A-1 of the DEIR, toxic air contaminant em issions identified for the Project arise from "Off-road equipment and haul trucks during construction activities" and "Employees and delivery operations along nearby roadways and at the facility" (Allison Knapp Wollam Consulting 2012). Consistent with the DEIR, only emissions of diesel particulate matter (DPM) are modeled. Emissions were calculated separately for off-road construction equipment and on-road vehicles as follows. All demolition and construction was presumed to comply with BAAQM D measures, which are set forth in Appendix D. 2.2.1 Construction Equipment Emissions Demolition equipment emissions were estimated from a demolition equipment list provided by BMR and emission factors from USEPA Tier Standards for nonroad compression-ignition engines (USEPA 2013) and ARB Regulation for In-Use Off-Road Diesel Vehicles (ARB 2007). For construction equipment of unknown tier, average emission factors from ARB's 2011 Off- Road Equipment Model (OFFROAD2011) were used. Instead of diesel generator sets, all electric equipment was assumed to be powered with grid electricity. Load factors for each piece Modeling Methodology 4 ENVIRON Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California of equipment are based on the default load factor in the OFFROAD2011 model for in-use off- road diesel equipment (ARB 2011 b). At least 20% of total horsepower-hours for non-demolition related construction equipment will meet the Tier 2 standard for its engine size, as confirmed by BMR. As a construction contractor has not yet been chosen, as a conservative measure, we assumed all other equipment are represented by default emission factors from OFFROAD2011. In the demolition fleet, 65% of all equipment horsepower-hours meet at least the Tier 2 engine standards, so this assumption is reasonable for non-demolition construction activity. Additionally, the default OFFROAD2011 emissions factors are representative of the overall offroad equipment fleet in California, not just the construction fleet. Due to their high usage, most construction equipment is replaced more frequently that non-construction equipment, and therefore is expected to be cleaner than the default, state-wide, fleet. In all phases of construction, off-road equipment will not idle for longer than 2 minutes, as confirmed by BMR. Due to the more stringent idling time limitation, a 45% reduction in PM 2 .5 emissions was taken in to account, based on the CEQA Guidelines (BAAQMD 2012). Onsite water truck emissions during the demolition phase were estimated assuming a medium- heavy duty truck (Category T6 in EMFAC2011) operating at an assumed slow speed of 5 miles per hour (mph), and running exhaust emission factors from ARB's Emission FACtor model (EMFAC2011 [ARB 2011 c]). 2.2.2 On-Road Equipment Emissions The on-road sources modeled are haul and vendor trucks. On-road hauling truck emissions were calculated using the total number of trucks estimated by J.M.O'Neilllnc., demolition contractors to BMR, emission factors from EMFAC2011, and an assumed 20-mile one-way trip length (based on the South Coast Air Quality Management District California Emissions Estimator Model [CaiEEMod™] default haul truck trip lengths). The emission factors for running emissions for criteria pollutants were generated with the current version of the EMFAC2011, released on September 30, 2011, and updated in January 2013. This version reflects the emissions benefits of ARB's recent rulemakings including on-road diesel fleet rules, the Pavley Clean Car Standards, and the Low Carbon Fuel Standard (LCFS). The model also includes updated information on California's car and truck fleets and travel activity. Vendor truck emissions were estimated based on the CaiEEMod-generated total number of trips, emission factors from EMFAC2011, and an assumed 7.3-mile one-way trip length (based on the CaiEEMod default trip length). Hauling and vendor trip idling emission factors for criteria pollutants were obtained from the EMFAC2011 Idling Emission Rates database (ARB 2011 d). Idling emissions were estimated assuming 5 minutes of onsite idling time per round trip. Trucks visiting the Site will be subject to the idling limits in the diesel ATCM (California Code of Regulations Title 13 §2485). Diesel-fired on-road equipment will not idle for longer than 5 minutes. The default CaiEEMod fleet mix was Modeling Methodology 5 ENVIRON Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California assumed for vendor, and hauling trucks. In addition, it was assumed all hauling and vendor trucks were diesel-fueled. Running emissions reported by the model in units of grams of pollutant emitted per vehicle mile traveled (VMT) were used along with trip length to estimate Project running emissions. Idling emissions reported by the model in units of grams of pollutant emitted per vehicle hour were used along with the total idling time across all vehicle trips to estimate Project idling emissions. The methodology used to calculate emissions is presented in Table 3. Modeling Methodology 6 ENVIRON Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue , South San Francisco, California Table 3: Construction Equipment Emissions Calculations Methodology Source Type Methodology and Formula Reference Off-Road Construction Ec = I:(EFc * HP * LF * Hr * C) ARB/USEPA Engine Equipment Standards (ARB 2013) Where : OFFROAD2011 (ARB Ec: off-road equipment exhaust emissions (lb) 2011b) EFc: emission factor (g/hp-hr) from ARB/USEPA Engine standards or OFFROAD2011 emission factors used HP: equipment horsepower provided by BMR or CaiEEMod default value LF : equipment load factor from OFFROAD2011 Hr: equipment hours C: unit conversion factor Construction On-Road ER = I:(EFR * VMT * C), EMFAC2011 (ARB Mobile Sources where VMT = Trip Length * Trip Number 2011c) Exhaust-Running 1 Where: ER: running exhaust emissions (lb) EFR1 : running emission factor (g/mile) from EMFAC2011 VMT: vehicle miles traveled C: unit conversion factor Construction On-Road El = I:(EFI * Idling Time * Trip Number * C) EMFAC2011 (ARB Mobile Sources 2011d) Exhaust-ldling 2 Where: El: vehicle idling emissions (lb) EFI: vehicle idling emission factor (g/veh-hr) from EMFAC2011 C: unit conversion factor Modeling Methodology 7 ENVIRON Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California Table 3: Construction Equipment Emissions Calculations Methodology Notes: 1 For hauling diesel trucks: EFR = EFHHDT, where EFHHDT is the emission factor from EMFAC2011 for heavy-heavy duty trucks (T7 single construction in EMFAC2011}, in g/mile. For vendor diesel trucks : EFR = EFMHDT, where EFMHDT is a calculated average emission factor from EMFAC2011 assuming a medium-heavy duty fleet mix (i.e . assuming 50% T6 and 50% T7 single construction in EMFAC2011 }, in g/mile. The calculation involves the following assumptions: a. All material transporting and soil hauling trucks are heavy-heavy duty trucks . All vendor trucks are medium-heavy duty, the default CaiEEMod fleet mix for vendor trips. b. Trip Length : The one-way trip length is 20 miles for hauling trips and 7.3 miles for vendor trips, the default CaiEEMod value. c. Trip Number: J.M.O'Neilllnc., demolition contractor to BMR, provided the number of trips for haul trucks . The number of vendor trips is calculated using CaiEEMod defaults. 2 For hauling diesel trucks: EFI = EFHHDT, where EFHHDT is the emission factor from EMFAC2011 for heavy-heavy duty trucks (T7 single construction in EMFAC2011), in g/veh-hr. For vendor diesel trucks: EFI = EFMHDT, where EFMHDT is a calculated average emission factor from EMFAC2011 assuming a medium-heavy duty fleet mix (i.e. assuming 50% T6 and 50% T7 single construction in EMFAC2011 ), in g/veh-hr. The calculation involves the following assumptions: a. All material transporting and soil hauling trucks are heavy-heavy duty trucks. All vendor trucks are medium-heavy duty, the default CaiEEMod fleet mix for vendor trips . b. Idling Time: Assuming 5 minutes of onsite idling time per roundtrip. c. Trip Number: J.M.O'Neilllnc., demolition contractor to BMR, provided the number of trips for haul trucks . The number of vendor trips is calculated using CaiEEMod defaults. 2.2.3 Construction Worker Commuting Vehicles The number of trips by workers was estimated based on CaiEEMod defaults. Worker trips are assumed to be in gasoline-powered vehicles only. Based on current Project understanding, if Project-generated worker trips were compared to traffic along surrounding roadways, the corresponding health impacts would be de minimis. Therefore, health risk from worker trips was not evaluated in this analysis. 2.3 Receptor Selection In order to evaluate health impacts to offsite receptors, ENVIRON identified receptors at the locations of surrounding sensitive populations, including any adult daycare centers, child care centers, infant centers, and foster family agencies. A grid of potential receptors at the Genentech Daycare Center, located at 850 Gateway Boulevard, as well as other sensitive receptors were also modeled within the "zone of influence." Boundary and grid receptors at the Daycare Center were modeled with 5 m spacing. A default breathing height of 1.8 meters was used for ground-floor receptors, consistent with the analysis presented in the DEIR. As discussed previously, average annual dispersion factors were estimated for each receptor locations. Modeled receptors are shown in Figures 2 and 3. The types of receptors in the area are discussed in more detail in Section 3.1. Modeling Methodology 8 ENVIRON Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California The closest sensitive receptor to the Project is the daycare center located at 850 Gateway Boulevard in South San Francisco, California. This is the maximally affected sensitive receptor in this study. Other identified sensitive receptors were found to have impacts from the Project that are lower than the impacts at the 850 Gateway Boulevard Daycare Center. 2.4 Modeling Adjustment Factors Cai/EPA (2003) recommends applying an adjustment factor to the annual average concentration modeled assuming continuous emissions (i.e., 24 hours per day, 7 days per week), when the actual emissions are less than 24 hours per day and exposures are concurrent with construction activities occurring at the Project. The modeling adjustment factors are discussed below. Residents are assumed to be exposed to construction emissions 24 hours per day, seven days per week. This assumption is consistent with the modeled annual average air concentration (24 hours per day, 7 days per week). Thus, the annual average concentration need not be adjusted. The modeled construction impacts were annualized over 24 hours per day, seven days per week. To account for a daycare center operation schedule of 12 hours per day, five days per week ([24 hours/12 hours]*[7 days/5 days]), an adjustment factor of 2.8 was applied to the annual average modeled concentration used in the evaluation of a daycare child. These concentrations represent the theoretical maximum average concentrations over the operating period to which the offsite daycare children might be exposed. The exposure point concentrations for the daycare child receptors are calculated using the following equation: Ci = Ci.annual x MAF Where: c = Exposure point concentration of chemical i (~g/m 3 ) Ci,annual = Annual average concentration of chemical i (~g/m 3 ) MAF = Modeling adjustment factor (unitless) Modeling Methodology 9 ENVIRON Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California ED AT CF = = = Exposure Duration (years) Averaging Time (days) Conversion Factor, 0.001 (m3/L) The chemical intake or dose is estimated by multiplying the inhalation intake factor, IFinh. by the chemical concentration in air, Cj. When coupled with the chemical concentration, this calculation is mathematically equivalent to the dose algorithm given OEHHA Hot Spots guidance (CaVEPA 2003). Table 4a: Exposure Parameters -Scenario 1 Exposure Parameter ~nits Adult Child Day Care Resident Resident Child Daily Breathing Rate (DBR) 1 [Ukg-day] 302 581 581 Exposure Time (ET) 2 [hours/24 hours] 24 24 12 Exposure Frequency (EF) 3 [days/year] 350 350 245 Exposure Duration (ED) 4 [years] 4.5 4.5 4.5 Averaging Time (AT) [days] 25550 25550 25550 Intake Factor, Inhalation (IFinh) [m3 /kg-day] 0.019 0.036 0.013 Equation used: IFinh = DBR * ET * EF *ED* CF I AT CF = 0.001 (m 3/L) Abbreviations : BAAQMD = Bay Area Air Quality Management District kg = kilogram L =Liter m3 = cubic meters Notes: 1. Daily breathing rates reflect default breathing rates from BAAQMD 2010 . 2. Exposure times reflect default exposure times for residents from BAAQMD 2010. Based on information provided by the client, the hours of operation for the daycare center are 6:30 am- 6:30pm. 3. Exposure frequencies reflect default exposure frequencies for residents from BAAQMD 2010. The daycare child receptor is assumed to be at the daycare center while the parents are at work ; 245 days reflects the default exposure frequency for a worker from BAAQMD 2010 . 4. Exposure durations reflect the actual schedule of 4 .5 years for demolition plus project construction. Source: Bay Area Air Quality Management District (BAAQMD). 2010. BAAQMD Air Toxics NSR Program Health Risk Screening Analysis (HRSA) Guidelines. January. Exposure Assessment 11 ENVIRON Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California Table 4b: Exposure Parameters -Scenario 2 Exposure Parameter Units Adult Child Day Care Resident Resident Child Daily Breathing Rate (DBR) 1 [Ukg-day] 302 581 581 Exposure Time (ET) 2 [hours/24 hours] 24 24 12 Exposure Frequency (EF) 3 [days/year] 350 350 245 Exposure Duration (ED) 4 [years] 1.5 1.5 1.5 Averaging Time (AT) [day_s] 25550 25550 25550 Intake Factor, Inhalation (IFinh) [m3/kg-day] 0.0062 0 .012 0.0042 Equation used : IFinh = DBR * ET * EF * ED * CF I AT CF = 0.001 (m 3/L) Abbreviations: BAAQMD = Bay Area Air Quality Management District kg= kilogram L =Liter m3 = cubic meters Notes: 1. Daily breathing rates reflect default breathing rates from BAAQMD 2010 . 2. Exposure times reflect default exposure times for residents from BAAQMD 2010. Based on information provided by the client, the hours of operation for the daycare center are 6:30 am- 6:30pm. 3. Exposure frequencies reflect default exposure frequencies for residents from BAAQMD 2010. The daycare child receptor is assumed to be at the daycare center while the parents are at work; 245 days reflects the default exposure frequency for a worker from BAAQMD 2010 . 4. Exposure durations reflect the actual schedule of 1.5 years for project construction . Source: Bay Area Air Quality Management District (BAAQMD). 2010. BAAQMD Air Toxics NSR Program Health Risk Screening Analysis (HRSA) Guidelines. January. 3.2 Toxicity Assessment The toxicity assessment characterizes the relationship between the magnitude of exposure and the nature and magnitude of adverse health effects that may result from such exposure. For purposes of calculating exposure criteria to be used in risk assessments, adverse health effects are classified into two broad categories-cancer and non-cancer endpoints. Toxicity values used to estimate the likelihood of adverse effects occurring in humans at different exposure levels are identified as part of the toxicity assessment component of a risk assessment. For cancer risk and chronic noncancer calculations, ENVIRON used the toxicity values for DPM which are summarized in Table 5. Exposure Assessment 12 ENVIRON Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue , South San Francisco, California Table 5: Carcinogenic and Chronic Noncarcinogenic Toxicity Values Analysis Chemical Cancer Potency Chronic Reference Factor Exposure Level Cancer Risk and Chronic HI Diesel PM 1.1 (mglkg-dayr1 5 ~g/m 3 Abbreviations: [mg/kg-day)-1: per milligram per kilogram-day (Jg/m3: micrograms per cubic meter ARB: Air Resources Board HI: Hazard Index OEHHA: Office of Environmental Health Hazard Assessment PM: Particulate Matter Source: California Environmental Protection Agency (Cai/EPA). 2012 . OEHHAIARB Consolidated Table of Approved Risk Assessment Health Values. May 3. 3.3 Cancer Risk Adjustment Factors The estimated excess lifetime cancer risks were adjusted using the age sensitivity factors (ASFs) recommended in the Cai/EPA OEHHA Technical Support Document (TSD) (Cai/EPA 2009) and the cancer risk adjustment factors (CRAFs) recommended by BAAQMD (2010). This approach accounts for an "anticipated special sensitivity to carcinogens" of infants and children. Cancer risk estimates are weighted by a factor of 1 0 for exposures that occur from the third trimester of pregnancy to two years of age and by a factor of three for exposures that occur from two years through 15 years of age. No weighting factor (i.e., an ASF of one, which is equivalent to no adjustment) is applied to ages 16 to 70 years. Table 6a shows the CRAFs used for adult and child residents and daycare children for a construction period lasting approximately 4.5 years in the first scenario. Table 6b shows the CRAFs used for adult and child residents and daycare children for a construction period lasting approximately 1.5 years in the second scenario. Table 6a: Cancer Risk Adjustment Factors -Scenario 1 Receptor Cancer Risk Adjustment Factor (CRAF) Note Resident Adult 1.0 1, 2 Resident Child 6.5 1, 3 Daycare Child 5.9 1, 4 Notes: 1. Based on BAAQMD 2010. 2. A resident adult is assumed to be 16 years old and above. 3. A resident child is assumed to be exposed from the third trimester of pregnancy to 4.25 years of age . 4. Based on information provided by the client, the daycare center accepts children from 6 weeks to 6 years old. Therefore, CRAF for a daycare child is conservatively estimated assuming exposure occurs from age 6 weeks to 4.6 years old. Exposure Assessment 13 ENVIRON Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California Abbreviations : BAAQMD: Bay Area Air Quality Management District Sources: Bay Area Air Quality Management District (BAAQMD). 2010. BAAQMD Air Toxics NSR Pro_g_ram Health Risk Screening Analysis lHRSA) Guidelines. January. Table 6b: Cancer Risk Adjustment Factors -Scenario 2 Receptor Cancer Risk Adjustment Factor (CRAF) Note Resident Adult 1.0 1, 2 Resident Child 10 1, 3 Daycare Child 10 1, 4 Notes: 1. Based on BAAQMD 2010. 2. A resident adult is assumed to be 16 years old and above. 3. A resident child is assumed to be exposed at some point from the third trimester of pregnancy to two years old. 4. Based on information provided by the client, the daycare center accepts children from 6 weeks to 6 years old. Therefore, CRAF for a daycare child is conservatively estimated assuming exposure occurs at some point from age 6 weeks to two years old. Abbreviations : BAAQMD: Bay Area Air Quality Management District Sources: Bay Area Air Quality Management District (BAAQMD). 2010. BAAQMD Air Toxics NSR Program Health Risk Screening Analysis (HRSA) Guidelines. January . 3.4 Risk Characterization Risks and hazards associated with the Project fall into two categories, cancer risks and noncancer hazards. Each of these is discussed separately below. 3.4.1 Estimation of Cancer Risks Excess lifetime cancer risks are estimated as the upper-bound incremental probability that an individual will develop cancer over a lifetime as a direct result of exposure to potential carcinogens. The estimated risk is expressed as a unitless probability. The cancer risk attributed to a chemical is calculated by multiplying the chemical intake or dose at the human exchange boundaries (e.g., lungs) by the chemical-specific cancer potency factor (CPF). The equation used to calculate the potential excess lifetime cancer risk for the inhalation pathway is as follows : Riskinh =Ci x CF x IFinh x CPF x CRAF Where: Exposure Assessment 14 ENVIRON Riskinh = ci = CF = IFinh = CPFi = CRAF = Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California Cancer Risk; the incremental probability of an individual developing cancer as a result of inhalation exposure to a particular potential carcinogen (unitless) Annual Average Air Concentration for Chemical i (1Jg/m 3) Conversion Factor (mg/IJg) Intake Factor for Inhalation (m3/kg-day) Cancer Potency Factor for Chemical i (mg chemical/kg body weight-dayr1 Caner Risk Adjustment Factor (unitless) 3.4.2 Estimation of Chronic Noncancer Hazard Quotients/Indices The potential for exposure to result in adverse chronic noncancer effects is evaluated by comparing the estimated annual average air concentration (which is equivalent to the average daily air concentration) to the noncancer chronic reference exposure level (cREL) for each chemical. When calculated for a single chemical, the comparison yields a ratio termed a hazard quotient (HQ). To evaluate the potential for adverse chronic noncancer health effects from simultaneous exposure to multiple chemicals, the HQs for all chemicals are summed, yielding a HI. DPM is the only pollutant evaluated for chronic non-cancer hazard in this HRA; therefore the HQ for DPM is the same as the overall HI. Where: HQ; = HI = ci = cREL; = Exposure Assessment -C,/ -jcREL; HI= LHQ Chronic hazard quotient for chemical i Hazard index Annual average concentration of chemical i (1Jg/m 3 ) Chronic non cancer reference exposure level for chemical i (1Jg/m 3 ) 15 ENVIRON Sensitive Rec;eptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, Cal ifornia 4 Risk Results At the maximally affected sensitive receptor, the Genentech daycare center located at 850 Gateway Boulevard in South San Francisco, California, the cancer risk from Project sources is higher in the second scenario, in which a six-week-old child's exposure to Project construction begins in 2016, with Project building activities. With the default OFFROAD2011 emission factors, impacts are 10.8 in a million (significant), however in light of relatively clean demolition construction fleet it is reasonable to project that at least 20% of the fleet horsepower-hours will be Tier 2 for building construction, so the results will be below 10 in one million. For a six-week-old child whose exposure to Project demolition begins in 2013 (the first scenario), the cancer risk from Project sources is 5.2 in one million . The annual average PM 2 .s concentration at this receptor is 0.073 1Jg/m 3 , and the chronic HI is 0.015. These results are below the thresholds in the BAAQMD 2011 guidance . Results 16 ENVIRON 5 Noise Analysis Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California The Project Site is located within the City of South San Francisco, where it is subject to noise rules established by the City of South San Francisco Municipal Code (SSFMC). Chapter 8.32 of the SSFMC identifies noise level standards, allowable increases above these standards, and exemptions or restrictions that are specific to certain types of activities or events. The noise level standards are based on Land Use Categories, as defined by the City's zoning code. The Project is in a "Business Technology Park," and as such is grouped with Land Use Category C- 1. Table 7 summarizes the Noise Level Standards within the SSFMC: Table 7: Noise Level Standards Land Use Category Time Sound Level Limit (decibel, A- weighted [dBA)) R-E, R-1 and R-2 zones or any single-10:00 p.m.-7:00a.m. 50 family or duplex residential in a specific plan district 7:00 a.m.-1 0:00 p.m. 60 R-3 and D-C zones or any multiple-10:00 p.m.-7:00a.m. 55 family residential or mixed residential/commercial in any specific plan district 7:00 a.m.-10:00 p.m. 60 C-1, P-C, Gateway and Oyster Point Marina specific plan districts or any 10:00 p.m .-7:00a.m. 60 commercial use in any specific plan district 7:00 a.m.-1 0:00 p.m . 65 M-1, P-1 Anytime 70 From the South San Francisco Municipal Code, Chapter 8.32, Table 8.32.030, as adapted from "The Model Community Noise Control Ordinance", Office of Noise Control, California Department of Health . As stated in SSFMC 8.32.030, the limits found in Table 7 are not to be exceeded according to the following: • Limit (in Table 7) for a cumulative period of more than 30 minutes in any hour • Limit + 5 dBA for a cumulative period of more than 15 minutes in any hour • Limit + 1 0 dBA for a cumulative period of more than 5 minutes in any hour • Limit + 15 dBA for a cumulative period of more than 1 minute in any hour • Limit + 20 dBA for no period of time In addition to the noise level standards identified in Table 7, Chapter 8.32.050, titled Special Provisions, identifies provisions that relate to noise emitted from events such as performances, Noise Analysis 17 ENVIRON Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California vehicle horns, utilities, and construction. SSFMC 8.32.050(d) states that construction is permitted between 8 a.m. and 8 p.m. on weekdays, between 9 a.m. and 8 p.m. on weekends, and between 10 a.m. and 6 p.m. on holidays, provided at least one of the following noise limitations is met: • 8.32.050(d)(1): No individual piece of equipment shall produce a noise level exceeding ninety dB at a distance of twenty-five feet. If the device is housed within a structure or trailer on the property, the measurement shall be made outside the structure at a distance as close to twenty-five feet from the equipment as possible. • 8.32 .050(d)(2): The noise level at any point outside of the property plane of the project shall not exceed ninety dB (Ord. 1088 § 1, 1990) The SSFMC therefore allows for construction noise to exceed to the Noise Level Standards identified in Table 7 provided construction equipment meets the criteria outlined in 8.32.050(d). 5.1 Existing Acoustic Environment The existing acoustic environment in the vicinity of the Project Site is typical of a commercial or light industrial area, where primary noise sources include traffic and light industrial activity. Chapter 9.3 of the South San Francisco General Plan identifies City-wide Community Noise Exposure Levels (CNEL) based on proximity and exposure to roads, rail, and industrial sources. The CNEL is a 24-hour average sound level with a 5-dBA penalty added to sounds between the hours of 7 p.m. and 10 p.m. (evening), and a 10-dBA penalty applied to sounds between the hours of 10 p.m. and 7 a.m. (nighttime). The CNEL is commonly used in the State of California to evaluate noise levels based on the expected human response to noise. Figure 9-2 in Chapter 9.3 of the 1999 South San Francisco General Plan identifies CNEL noise contours (i.e., sound level isopleths) for road, rail, and transit sources throughout the entire City, projected to 2006. The Project Site lies within close proximity to a 60 dBA CNEL contour line. Note that this CNEL value is an estimate only, and is based on projections from 1999 to 2006. Therefore actual levels in 2013 may be higher or lower than 60 dBA CNEL, and will depend on current traffic volumes, road conditions, train activity, intervening structures, and other variables. Regardless, and in lieu of ambient sound level measurements, these data provide a reasonable best guess for estimating existing ambient conditions. 5.2 Construction Equipment and Noise Levels Construction equipment and related noise levels at 475 Eccles Avenue will vary over the life of the Project, as well as within the Site. To estimate sound levels from various equipment within the Site, ENVIRON used the Federal Highway Administration (FHWA) Roadway Construction Noise Model (RCNM). RCNM allows the user to select from a list of construction equipment and identify the distance between the equipment and the receiver. The calculated sound levels are presented as either L1o or Lmax levels. The L1o is the sound level exceeded 10 percent of a given time period, the Lmax is the maximum sound level over the given time period. The Lmax was used in this assessment because it can be compared directly with the SSFMC 8.32.050(d) limits for construction equipment (i.e., the limits identified in SSFMC 8.32.050(d) are interpreted as not-to-be-exceeded, and therefore maximum, noise levels). Noise Analysis 18 ENVIRON Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California Table 8 presents a list of equipment expected during construction at the Project Site and sound levels from each type of equipment at 25 feet. Table 8: Construction Equipment Summary Table FHWARCNM SSFMC Construction Sound Level at Construction Equipment Construction 25 feet (dBA) b Noise Limit at 25 feet Equivalent • (dBA) Excavator Excavator 87 Skid Steer Loader Front end loader 85 Water Truck Dump Truck 82 Backhoe Backhoe 84 Street Sweeper Vacuum Street 88 Sweeper Metal Torches Welder/torch 80 Compressors Compressor (air) 84 90 Rubber Tired Dozers Dozer 88 Tractor/Loader/Backhoe Tractor 90 Grader Grader 91 Crane Crane 87 Forklift Front End Loader 85 Pavers Paver 83 Roller Roller 86 Notes: a RCNM does not contain sound levels for all types of construction equipment, and so reasonable/worst-case estimates have been made for equipment specified for the Project where no RCNM values exist b Sound levels reported as Lmax at 25 feet from construction equipment, comparable with the SSFMC construction noise equipment limit in SSFMC 8.23.050(d) Noise Analysis 19 ENVIRON 5.3 Compliance Assessment Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California Compliance with the SSFMC construction noise limits was evaluated for all major equipment expected at the Project Site4 • Equipment details were provided by BMR and include types, capacities, and expected duration of use. As shown in Table 8, noise from most Project-related construction equipment is expected to comply with SSFMC construction noise limits. Noise from the grader is predicted to emit sound levels that exceed the SSFMC limit by 1 dBA at 25 feet. This relatively small increase above the SSFMC limit is considered is well within the expected margin of error associated with most noise-prediction tools, including RCNM (typically +/-2 dBA or more). Therefore, construction equipment for the Project is expected to operate within applicable SSFMC noise limit. 5.4 Construction Noise Exemptions SSFMC Section 8.32.060 allows for exceptions to the sound level limits provided in the Code if it can be demonstrated that meeting the sounds level limits is impractical or unreasonable. Such an exemption may be granted for a period of no longer than 6 months. Therefore, should any construction equipment at the Project Site be found to exceed the limits in SSFM 8.32.050(d), and no practical or reasonable means to mitigate is available, the contractor may apply for an exemption to the SSFMC limits. 5.5 Construction Noise at Child Care Center The SSFMC does not require that construction activity comply with the Noise Level Standards at off-site locations. Regardless, an assessment of construction noise was completed for the Genentech 2nd Generation Child Care Center, located approximately 125 feet to the northwest of the Project Site. The Child Care Center is located within the Gateway Specific Plan District, and is therefore subject to the Noise Level Standards for this Land Use Category (i.e., 65 dBA during daytime hours). Table 9 provides a comparison between the approximate highest levels of construction noise predicted at the Child Care Center (77 dBA due to the grader operating at a distance of 125 feet) and the Noise Level Standards at the Child Care Center, including allowable short-term exceedances. The data in Table 9 suggest the source of the highest levels of construction noise (i.e., a grader) must operate for not more than 5 minutes at maximum capacity, at 125 feet from the Child Care Center in order to stay below levels in the SSFMC for C-1 Land Uses. The SSFMC requirements for C-1 Land Uses are not a regulatory standard for Project construction. It is unlikely that construction equipment would operate under this scenario, and as such it is unlikely that the Noise Level Standards at the Child Care Center would be exceeded (i.e., the grader is likely to operate under varying load levels, and throughout the site). This is consistent with the conclusion of the Draft EIR that "grading operations would not be a continuous noise source 4 Major equipment includes large equipment such as those identified in Table 8 . The assessment does not include noise from minor activities such as hammering, etc., that would be expected to emit noise at much lower levels. Noise Analysis 20 ENVIRON Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California during an eight hour day." In addition, grading operations "would be expected to be complete within a month" (Allison Knapp Wollam Consulting 2012). It is worth re-stating that construction noise is not subject to the Noise Level Standards during the daytime hours outlined in SSFMC 8.32.050(d). The assessment of construction noise received at the Child Care Center has been completed to demonstrate that sound levels from the Project Site are expected to be within the Noise Level Standards applicable to the Land Use Category at the Child Care Center. Table 9: Construction Noise at Nearest Noise Sensitive Receiver Noise Level Standard -C-1 (dBA) Standard Standard Standard +5 + 10 + 15 Standard Maximum Receiver Daylme (not to be (not to be (not to be +20 Construction Sound Level exceeded exceeded exceeded (not to be Noise Event a Limits (dBA) for more for more for more exceeded at than 15 than 5 than 1 any time) minutes) minutes) minute) Genentech 2nd Generation 65 70 75 80 85 77 Child Care Center Notes: a Maximum construction noise event based on RCNM Lmax calculation of a grader operating at 125 feet 5.6 Conclusion Construction noise from the demolition and redevelopment Project at 475 Eccles Avenue is expected to comply with the noise limits established by the City of South San Francisco Municipal Code. Noise Analysis 21 ENVIRON Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California 6 References Allison Knapp Wollam Consulting. 2012. 475 Eccles Avenue, South San Francisco, California, Environmental Impact Report, SCH# 2012082101. October. Available online at: http://ca- southsanfrancisco.civicplus.com/DocumentCenterNiew/4176 . BAAQMD. 2010. Air Taxies NSR Program Health Risk Screening Analysis (HRSA) Guidelines. January. BAAQMD. 2012. California Environmental Quality Act Air Quality Guidelines. Updated May 2012 . Available online at: http://www.baaqmd.gov/-/media/Files/Pianning%20and%20Research/CEQA/BAAQMD%20 CEQA %20Guidelines_Finai_May%202012.ashx?la=en. California Code of Regulations Title 13 §2485. 2009 . Airborne Toxic Control Measure to Limit Diesel-Fueled Commercial Motor Vehicle Idling. California Environmental Protection Agency (Cai/EPA), Office of Environmental Health Hazard Assessment (OEHHA). 1998. Findings of the Scientific Review Panel on The Report on Diesel Exhaust, as adopted at the Panel's April 22, 1998, meeting. Available online at: http://www.arb.ca.gov/toxics/dieseltac/de-fnds.htm. Accessed February 2013 . Cai/EPA. 2003. The Air Taxies Hot Spots Program Guidance Manual for Preparation of Health Risk Assessments. Office of Environmental Health Hazard Assessment. August. Available online at: http://oehha .ca.gov/air/hot_spots/hraguidefinal.html. Accessed February 2013. Cai/EPA. 2009. Technical Support Document for Cancer Potency Factors: Methodologies for Derivation, Listing of Available Values, and Adjustment to Allow for Early Life Stage Exposures. May. Available online at: http:l/oehha.ca.gov/air/hot_spots/2009/TSDCancerPotency.pdf. Accessed February 2013. Cai/EPA. 2012. OEHHA/ARB Consolidated Table of Approved Risk Assessment Health Values. May 3. Available online at: http://www.arb.ca.gov/toxics/healthval/contable.pdf. Accessed February 2013. California Air Resources Board (ARB). 2007. Regulation for In-use Off-road Diesel Vehicles . Available online at: http://www.arb.ca .gov/regact/2007/ordiesl07/frooal . pdf ARB. 2011 a . In-Use Off-Road Diesel Vehicle Regulation. December. Available online at: http://www.arb.ca.gov/msprog/ordiesel/reglanguage.htm and http://www.arb.ca.gov/regact/2010/offroadlsi10/finaloffroadreg .pdf. ARB . 2011 b . Off-Road Diesel Equipment 2011 Inventory Model (OFFROAD2011 ). Available online at: http://www.arb.ca.gov/msei/categories.htm#offroad_motor_vehicles. ARB . 2011 c. EMission FACtors Model, 2011 (EMFAC2011). Available online at: http://www.arb.ca .gov/msei/modeling.htm#emfac2011_web_based_data. ARB. 2011d . EMFAC2011 Idling Emission Rates database. Available online at: http://www.arb.ca.gov/msei/emfac2011_idling_emission_rates.xlsx. References 22 ENVIRON Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California South Coast Air Quality Management District (SCAQMD). 2008. Final Localized Significance Threshold Methodology. Available online at: http://www.aqmd.gov/ceqa/handbookllst/Method_final.pdf. Accessed July 2013. United States Environmental Protection Agency (USEPA). 1995. User's Guide for the Industrial Source Complex (ISC3) Dispersion Models . Volume II -Description of Model Algorithms. September. Available at http://www.epa.gov/scram001/userg/regmodlisc3v2.pdf. USEPA. 2002. Health Assessment Document for Diesel Engine Exhaust. National Center for Environmental Assessment, Office of Research and Development, Washington, DC. EPA/600/8-90/057F. May. USEPA. 2004. User's Guide for the AMS/EPA Regulatory Model -AERMOD. EPA-454/8-03- 001. September. Available online at: http://www.epa.gov/scram001/7thconf/aermod/aermodugb.pdf. USEPA. 2005. Guideline on Air Quality Models (Revised). 40 Code of Federal Regulations, Part 51, Appendix W. Office of Air Quality Planning and Standards. November. Available online at: http://www.epa.gov/ttn/scram/guidance/guide/appw_05.pdf. USEPA. 2013. Nonroad Compression-Ignition Engines-Exhaust Emission Standards. Available online at: http://www.epa.gov/otaq/standards/nonroad/nonroadci.htm Accessed July 2013. References 23 ENVIRON Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California Figures ENVIRON Appendix A Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California Appendix A Construction Equipment List ENVIRON 475 Eccles Avenue Construction Equipment Ust Phase 10 Phase 1 Demolition 1 Demolition 1 Demolition 1 Demolition 1 Demolition 1 Demolition 1 Demolition 1 Demolition r-1 Dem~;;--- 1 Demolition 2 Site Preparation 2 Site Preparation 3 Grading 3 Grading 3 Grading 3 Grading 4 Building Construction 4 Building Construction 4 Building Construction 4 Building Construction l ~ Building Construction Paving __ R= Paving Paving ___ Architectural Coating Project Equipment PC 360 2012 tier 4 hydraulic excavator PC 450 2011 tier 3 hydraulic excavator PC 600 2006 tier 3 hydraulic excavator 863 Bobcat skid steer tier 2 loader Backhoe Street sweeper Bobcat -~c. Equipment (metal torches) Misc. Equipment (metal cut offs) Compressors Rubber Tired Dozers . Tractors/Loaders£!1ackhoes Excavators Graders Rubber Tired Dozers Tractors/Loaders/Backhoes Cranes Forklifts Generator Sets Tractors/loaders/Backhoes ____ Welders Pavers Paving Equipment Rollers Air Compressors OFFROAD OFFROAD Equipment HP HPBin Excavators 257 500 Excavators 345 500 Excavators 385 500 Skid Steer loaders 73 120 Tractors/loaders/Backhoes 75 120 Sweepers/Scrubbers 88 120 Tractors/Loaders/Backhoes 75 120 Other Construction Equipment 46 50 Other Construction Equipment 5 50 Other Construction Equipment 78 120 Rubber Tired Dozers 358 500 Tractors/loaders/Backhoes 75 120 Excavators 157 175 Graders 162 175 Rubber Tired Dozers 358 500 Tractors/Loaders/Backhoes 75 120 Cranes 208 ' 250 Forklifts 149 175 Other Construction Equipment 84 120 Tractors/loaders/Backh ~ 75 120 Other Construction Equipment 46 50 -.~'-- Pavers 89 120 Paving Equipment 82 120 Rollers 84 120 Other Construction Equipment 78 120 TierHP Total calendar Construction Model Unique Bin LF Quantity 1Hours Year Year Scenario Fuel Enllinener DPF ID ID 300 0.382 1 309.3 2013 1 Project Diesel 4 0 Ecdes 1 600 0.382 1 309.3 2013 1 Project Diesel 3 0 Eccles 2 600 0.382 1 309.3 2013 1 Project Diesel 3 0 Eccles 3 75 0.369 2 928 2013 1 Project Diesel 2 0 Eccles 4 100 0.369 2 928 2013 1 Project Diesel OFFROAD 0 Eccles 5 100 0.456 1 464 2013 1 Project Diesel OFFROAD 0 Eccles 6 100 0.369 1 464 2013 1 Project Diesel OFFROAD 0 Eccles 7 50 0.302 1 464 2013 1 Project Diesel OFFROAD 0 Eccles 8 11 0.41S 1 464 2013 1 Project Diesel OFF ROAD 0 Eccles 9 100 0.322 1 464 2013 1 Project Diesel OFF ROAD 0 Eccles 10 600 0.395 3 240 2016 4 Project Diesel 2 0 Eccles 11 100 0.369 4 320 2016 4 Project Diesel 2 0 Eccles 12 175 0.382 1 160 2016 4 Project Diesel 2 0 Ecdes 13 175 0.409 1 160 2016 4 Project Diesel 2 0 Eccles 14 600 0.395 1 160 2016 4 Project Diesel 2 0 Eccles 15 100 0.369 3 480 2016 4 Project Diesel 2 0 Eccles 16 300 0.288 1 1610 2016 4 Project Diesel 2 0 Eccles 17 175 0.201 3 5520 2016 4 Project Diesel 2 0 Eccles 18 100 0.496 1 0 2016 4 Project Electric 2 0 Ecdes 19 100 0.369 3 4830 2016 4 Project Diesel 2 0 Eccles 20 50 0.302 1 1840 2016 4 Project Diesel 2 0 Eccles 21 100 0.415 2 320 2017 5 Project Diesel 2 0 Eccles 22 100 0.355 2 32o 1 2017 5 Project Diesel 2 0 Eccles 23 100 0.375 2 320 2017 5 Project Diesel 2 0 Eccles 24 100 0.322 1 120 I 2017 5 --cJ'r!lj~_ Diesel 2 0 Eccles 2S Appendix B Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California Appendix B Construction Emissions Data (electronic files) ENVIRON Appendix C Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California Appendix C Air Dispersion Modeling Files (electronic files) ENVIRON Appendix D Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California Appendix D BAAQMD-Recommended Mitigation Measures 1 ENVIRON Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco, California Mitigation Measures for Fugitive Dust and VOC Control: Consistent with guidance from the BAAQMD, the following specifications are required for control of fugitive dust and volatile organic compound (VOC) emissions: 1. All exposed surfaces (e.g., parking areas, staging areas, soil piles, graded areas, and unpaved access roads) shall be watered two times per day. 2. All haul trucks transporting soil, sand, or other loose material off-site shall be covered. 3. All visible mud or dirt track-out onto adjacent public roads shall be removed using wet power vacuum street sweepers at least once per day. The use of dry power sweeping is prohibited. 4. All vehicle speeds on unpaved roads shall be limited to 15 miles per hour (mph). 5. All roadways, driveways, and sidewalks to be paved shall be completed as soon as possible. Building pads shall be laid as soon as possible after grading unless seeding or soil binders are used. 6. All exposed surfaces shall be watered at a frequency adequate to maintain minimum soil moisture of 12 percent. Moisture content can be verified by lab samples or moisture probe. 7. All excavation, grading, and/or demolition activities shall be suspended when average wind speeds exceed 20 mph. 8. Vegetative ground cover (e.g., fast-germinating native grass seed) or other plants that offer dust mitigation measures shall be planted in disturbed areas as soon as possible and watered appropriately until vegetation is established. 9. The simultaneous occurrence of excavation, grading, and ground-disturbing construction activities on the same area at any one time shall be limited. To the extent feasible, activities shall be phased to reduce the amount of disturbed surfaces at any one time. 10. All trucks and equipment, including their tires, shall be washed off prior to leaving the site. 11. Sandbags or other erosion control measures shall be installed to prevent silt runoff to public roadways from sites with a slope greater than 1 percent. 12 . The project applicant shall post a publicly visible sign with the telephone number and person to contact at the City of South San Francisco regarding dust complaints. This person shall respond and take corrective action within 48 hours. The BAAQMD's phone number shall also be visible to ensure compliance with applicable regulations. 13. Use low VOC (i.e., ROG) coatings beyond the local requirements (i.e., Regulation 8, Rule 3: Architectural Coatings). Appendix D 1 ENVIRON Sensitive Receptors Air Quality and Noise Technical Analysis 475 Eccles Avenue, South San Francisco , California Mitigation Measures for Diesel Exhaust Control: Consistent with guidance from the BAAQMD as well as additional commitments from BMR, the following specifications are required for control of diesel exhaust emissions: 1. All construction equipment shall be maintained and properly tuned in accordance with the manufacturer's specifications. All equipment shall be checked by a certified mechanic and determined to be running in proper condition prior to operation. 2 . Construction equipment idling times shall be minimized either by shutting equipment off when not in use or reducing the maximum idling time to 2 minutes (as opposed to the 5 minutes required by the California airborne taxies control measure Title 13, Section 2485 of California Code of Regulations [CCR]). Clear signage shall be provided for construction workers at all access points. 3. To the maximum extent feasible, all construction equipment, diesel trucks, and generators shall be equipped with Best Available Control Technology for emission reductions of NOx and PM. 4. To the maximum extent feasible, all contractors shall use equipment that meets ARB 's most recent certification standard for off-road heavy duty diesel engines. Appendix D 2 ENVIRON Attachment E KB Engineering Peer Review 1 PO Box 365 Indianola, WA 98342 T – 360.265.8111 475 Eccles Avenue Life Sciences Campus Genentech Daycare Center Sensitive Receptor Health Risk Assessment Peer Review September 10, 2013 Background On August 22, 2012 an Initial Study1 was submitted for the 475 Eccles Avenue Life Sciences Campus. The Project involves demolition of the existing building and construction of a new structure on an approximately 6.1-acre site in the City of South San Francisco, east of US Route 101.The Project sponsor is BioMed Realty (BMR). Demolition is scheduled to begin in late 2013. The start date for construction is not expected to be until the third quarter of 2016. As part of the Initial Study a health risk assessment (HRA) was conducted to examine the potential air quality impacts due to construction and operation of the Project. The Initial Study found impacts which were less than significant. However, the analysis did not include the Genentech Daycare Center, located at 850 Gateway Boulevard. On August 28, 2013 a HRA was submitted for the Genentech Daycare Center.2 The HRA for the Genentech Daycare Center was conducted by Environ, in a manner similar to the 475 Eccles Avenue Initial Study (i.e., source characteristics, seasonal emissions, meteorological data, terrain data, etc.). In accordance with Bay Area Air Quality Management Guidance (BAAQMD) CEQA Air Quality Guidelines (dated May 2011) and California Office of Environmental Health Hazard Assessment (OEHHA)3 guidelines, the HRA evaluated the impacts of construction emissions from demolition and construction of the Life Sciences Campus on sensitive receptors (i.e., children attending daycare). This included off-road equipment such as excavators, graders, and cranes, as well as on-road trucks, including hauling debris or material to/from the site and water trucks for fugitive dust control. Idling of equipment onsite or queuing to get onsite was also evaluated. A grid of potential receptors (a total of 231 receptors) at the Genentech Daycare Center was modeled. Boundary and grid receptors at the Genentech Daycare Center were modeled with five meter spacing. Results Two scenarios were considered for children at the Genentech Daycare Center. In the first scenario, a child’s exposure to construction activity at 475 Eccles Avenue begins with the demolition of the site, in 2013. In the second scenario, a child’s exposure to construction activity at 475 Eccles Avenue commences when Project construction begins, in 2016. The results of these scenarios are discussed separately. The following summarizes the Environ results. For scenario 1, the cancer risk from the Project is 5.2 in a million. For scenario 2, potential impacts are 10.8 in a million (greater than the significance threshold of 10). However in light of relatively clean demolition construction fleet it is reasonable to project that at least 20 percent of the fleet horsepower-hours will be Tier 2 1 City of South San Francisco, 475 Eccles Avenue Initial Study, August 22, 2012. 2 Environ, Sensitive Receptors Air Quality and Noise Technical Analysis, 475 Eccles Avenue, August 28, 2013. 3 California Office of Environmental Health Hazards Assessment Air Toxics Hot Spot Program Risk Assessment Guideline, August 2003 and Toxicity Criteria Database, 2010. http://www.oehha.ca.gov/air/hot_spots/index.html. 2 PO Box 365 Indianola, WA 98342 T – 360.265.8111 (federal emission standards) for building construction, so the results will be below 10 in a million. The annual average PM2.5 concentration is 0.073 μg/m3 (less than the significance threshold of 0.3 μg/m3), and the chronic Hazard Index (HI) is 0.015 (less than the significance threshold of 1). The results require a set of mitigation measures as documented further in this document. The results have been peer reviewed and conclusions have been verified. The peer review consisted of verifying the modeling inputs, the emission estimates, the analysis methodology, the resultant modeling concentrations, the location of maximum concentrations, and the resultant health impacts. The peer review assessed the health impacts for the Genentech Daycare Center based on the inclusion of the sensitive receptors into the Initial Study analysis as well as verification of the Environ analysis. There were a number of variations between the HRA for the Initial Study and the Environ analysis (e.g., treating the construction activities as an area versus volume sources, use of CALEEMod versus NONROAD2011/EMFAC2011 for emission estimates, data to determine terrain inputs, etc.). These variations affected the results to various degrees. However, the basic conclusions were consistent (i.e., the need for mitigation measures to reduce health impact to less than significant). The following summarizes the results based on the inclusion of the sensitive receptors into the Initial Study analysis. For scenario 1, the cancer risk from the Project is 6.4 in a million and 4.9 in a million (with tier 2 equipment). For scenario 2, the potential impacts are 10.9 in a million (greater than the significance threshold of 10). Assuming a tier 2 fleet for building construction, results are 8.2 in a million (less than significant). The annual average PM2.5 concentration and the chronic HI are less than significant. Thus, based on the emission reduction measures as part of the Project and additional incorporation of tier 2 construction equipment4, the Project would have a less than significant impact on the Genentech Daycare Center. Of note, the HRA models tend to be conservative, both in terms of the estimated exposure and the toxic effects of the substances to which people are exposed; that is, the models tend to overestimate the adverse health impacts. In fact, the BAAQMD describes the methods as “conservative, meaning that the real risks from a source may be lower than the calculations, but it is unlikely the risks will be higher.”5 Emission Reduction Measures The following measures are to be included as part of the Project. These measures are in addition to the City’s standard requirements identified in Initial Study and are designed to reduce the environmental effect of the Project. Mitigation Measures for Fugitive Dust and VOC Control: Consistent with guidance from the BAAQMD, the following specifications are required for control of fugitive dust and volatile organic compound (VOC) emissions: 4 Tier 2 or better for 65 percent of horsepower -hours of off road diesel equipment during demolition activities and 20 percent of horsepower-hours of off road diesel equipment during construction activities . 5 BAAQMD, Frequently Asked Questions - Toxic Air Contaminants, http://www.baaqmd.gov/Divisions/Engineering/Air-Toxics/Frequently-Asked-Questions.aspx 3 PO Box 365 Indianola, WA 98342 T – 360.265.8111 1. All exposed surfaces (e.g., parking areas, staging areas, soil piles, graded areas, and unpaved access roads) shall be watered two times per day. 2. All haul trucks transporting soil, sand, or other loose material off-site shall be covered. 3. All visible mud or dirt track-out onto adjacent public roads shall be removed using wet power vacuum street sweepers at least once per day. The use of dry power sweeping is prohibited. 4. All vehicle speeds on unpaved roads shall be limited to 15 miles per hour (mph). 5. All roadways, driveways, and sidewalks to be paved shall be completed as soon as possible. Building pads shall be laid as soon as possible after grading unless seeding or soil binders are used. 6. All exposed surfaces shall be watered at a frequency adequate to maintain minimum soil moisture of 12 percent. Moisture content can be verified by lab samples or moisture probe. 7. All excavation, grading, and/or demolition activities shall be suspended when average wind speeds exceed 20 mph. [Occurs less than three percent of the year.] 8. Vegetative ground cover (e.g., fast-germinating native grass seed) or other plants that offer dust mitigation measures shall be planted in disturbed areas as soon as possible and watered appropriately until vegetation is established. 9. The simultaneous occurrence of excavation, grading, and ground-disturbing construction activities on the same area at any one time shall be limited. To the extent feasible, activities shall be phased to reduce the amount of disturbed surfaces at any one time. 10. All trucks and equipment, including their tires, shall be washed off prior to leaving the site. 11. Sandbags or other erosion control measures shall be installed to prevent silt runoff to public roadways from sites with a slope greater than 1 percent. 12. The project applicant shall post a publicly visible sign with the telephone number and person to contact at the City of South San Francisco regarding dust complaints. This person shall respond and take corrective action within 48 hours. The BAAQMD’s phone number shall also be visible to ensure compliance with applicable regulations. 13. Use low VOC coatings beyond the local requirements (i.e., Regulation 8, Rule 3: Architectural Coatings). Compliance with BAAQMD Regulation 11, Rule 2 during Demolition: Demolition of existing buildings and structures would be subject to BAAQMD Regulation 11, Rule 2 (Asbestos Demolition, Renovation, and Manufacturing). BAAQMD Regulation 11, Rule 2 is intended to limit asbestos emissions from demolition or renovation of structures and the associated disturbance of asbestos containing waste material generated or handled during these activities. The rule requires the notification of BAAQMD of any regulated renovation or demolition activity. This notification includes a description of structures and methods utilized to determine whether asbestos-containing materials are potentially present. All asbestos-containing material found on the site must be removed prior to demolition or renovation activity in accordance with BAAQMD Regulation 11, Rule 2, including specific requirements for surveying, notification, removal, and disposal of material containing asbestos. Compliance with BAAQMD Regulation 8, Rule 3 for Architectural Coatings: Emissions of volatile organic compounds (VOC) due to the use of architectural coatings are regulated by the 4 PO Box 365 Indianola, WA 98342 T – 360.265.8111 limits contained in Regulation 8: Organic Compounds, Rule 3: Architectural Coatings (Rule 8-3). Rule 8-3 was recently revised to include more stringent VOC limit requirements. The revised VOC architectural coating limits, which became effective on January 1, 2011, are projected to result in a 32 percent reduction of VOC emissions in the Bay Area associated with architectural coating applications. Mitigation Measures for Diesel Exhaust Control: Consistent with guidance from the BAAQMD as well as additional commitments from BMR, the following specifications are required for control of diesel exhaust emissions: 1. All construction equipment shall be maintained and properly tuned in accordance with the manufacturer’s specifications. All equipment shall be checked by a certified mechanic and determined to be running in proper condition prior to operation. 2. Construction equipment idling times shall be minimized either by shutting equipment off when not in use or reducing the maximum idling time to 2 minutes (as opposed to the 5 minutes required by the California airborne toxics control measure Title 13, Section 2485 of California Code of Regulations). Clear signage shall be provided for construction workers at all access points. 3. To the maximum extent feasible, all construction equipment, diesel trucks, and generators shall be equipped with Best Available Control Technology for emission reductions of NOx and PM. 4. To the maximum extent feasible, all contractors shall use equipment that meets ARB’s most recent certification standard for off-road heavy duty diesel engines. Attachment F Basic and Expanded Air Quality Measures 1)BASIC AND EXPANDED FUGITIVE DUST EMISSIONS REDUCTION MEASURES. The construction contractor shall reduce construction-related air pollutant emissions by implementing BAAQMD’s basic fugitive dust control measures. Therefore, the Project shall include the following requirements in construction contracts: All exposed surfaces (e.g., parking areas, staging areas, soil piles, graded areas, and unpaved access roads) shall be watered two times per day. All haul trucks transporting soil, sand, or other loose material off site shall be covered. All visible mud or dirt track-out onto adjacent public roads shall be removed using wet power vacuum street sweepers at least once per day. The use of dry power sweeping is prohibited. All vehicle speeds on unpaved roads shall be limited to 15 miles per hour. All roadways, driveways, and sidewalks to be paved shall be completed as soon as possible. Building pads shall be laid as soon as possible after grading unless seeding or soil binders are used. A publically visible sign shall be posted with the telephone number and person to contact at the Lead Agency regarding dust complaints. This person shall respond and take corrective action with 48 hours. The Air District’s phone number shall also be visible to ensure compliance with applicable regulations. All exposed surfaces shall be watered at a frequency adequate to maintain minimum soil moisture of 12 percent. Moisture content can be verified by lab samples or moisture probe. All excavation, grading, and/or demolition activities shall be suspended when average wind speeds exceed 20 mph. [Occurs less than three percent of the year.] Vegetative ground cover (e.g., fast-germinating native grass seed) or other plants that offer dust mitigation measures shall be planted in disturbed areas as soon as possible and watered appropriately until vegetation is established. The simultaneous occurrence of excavation, grading, and ground-disturbing construction activities on the same area at any one time shall be limited. To the extent feasible, activities shall be phased to reduce the amount of disturbed surfaces at any one time. All trucks and equipment, including their tires, shall be washed off prior to leaving the site. Sandbags or other erosion control measures shall be installed to prevent silt runoff to public roadways from sites with a slope greater than one (1) percent. 2)BASIC AND EXPANDED EXHAUST EMISSIONS REDUCTION MEASURES. The construction contractor shall implement the following measures during construction to reduce construction- related exhaust emissions: Idling times shall be minimized either by shutting equipment off when not in use or reducing the maximum idling time to two (2) minutes Clear signage shall be provided for construction workers at all access points. All construction equipment shall be maintained and properly tuned in accordance with manufacturer’s specifications. All equipment shall be checked by a certified mechanic and determined to be running in proper condition prior to operation. All construction equipment, diesel trucks and generators shall be equipped with Best Available Control Technology for emission reductions of NOx and PM to the maximum extent feasible. To this end, all generators and air compressors used on site shall be electric. All on road trucks used onsite shall be Year Model 2007 or better. Propane or LNG-fueled booms and scissor lifts shall be used.  Tier 2 or better for 20 percent of horsepower-hours of off-road diesel equipment shall be used during construction and 65 percent of horsepower hours during demolition.  All contractors shall, to the maximum extent feasible, use equipment that meets the ARB’s most recent certification for off-road heavy duty diesel engines.  No onsite grinding, crushing or shredding of asphalt or debris shall occur onsite.  Potential future measures that achieve the same or better performance criteria shall be submitted to the City for review and approval prior to initiating any changes.  Applicant shall provide the City and Genentech with a list of and schedule for demolition, grading and construction equipment and activities.  A construction superintendent shall be on site during all demolition, grading and construction activities to enforce these regulations. 3) COMPLIANCE WITH BAAQMD REGULATION 11, RULE 2 DURING DEMOLITION. Demolition of existing buildings and structures would be subject to BAAQMD Regulation 11, Rule 2 (Asbestos Demolition, Renovation, and Manufacturing). BAAQMD Regulation 11, Rule 2 is intended to limit asbestos emissions from demolition or renovation of structures and the associated disturbance of asbestos-containing waste material generated or handled during these activities. The rule requires the notification of BAAQMD of any regulated renovation or demolition activity. This notification includes a description of structures and methods utilized to determine whether asbestos-containing materials are potentially present. All asbestos-containing material found on the site must be removed prior to demolition or renovation activity in acc ordance with BAAQMD Regulation 11, Rule 2, including specific requirements for surveying, notification, removal, and disposal of material containing asbestos. 4) COMPLIANCE WITH BAAQMD REGULATION 8, RULE 3 FOR ARCHITECTURAL COATINGS. Emissions of volatile organic compounds (VOC) due to the use of architectural coatings are regulated by the limits contained in Regulation 8: Organic Compounds, Rule 3: Architectural Coatings (Rule 8-3). Rule 8-3 was recently revised to include more stringent VOC limit requirements. The revised VOC architectural coating limits, which became effective on January 1, 2011, are projected to result in a 32 percent reduction of VOC emissions in the Bay Area associated with architectural coating applications. B. TRANSPORTATION AND GREEN HOUSE GAS REDUCTION MEASURES The applicant proposes a Transportation Demand Management Program (TDM Program) (475 Eccles Avenue Transportation Demand Management Program, Fehr & Peers, October, 2011). The TDM Program is aimed at a 30 percent mode shift compared to projects that do not include a TDM, to qualify for a 1.0 FAR. The TDM Program is required by law to be reviewed by the City and modified by the Applicant as required by the City to meet the mode shift requirements. Performance audits are also required. The Applicant proposes the following measures, at a minimum, for the TDM Program: 1. Bicycle Parking (racks for visitors and sheltered bicycle parking for employees). 2. Shower and locker facilities (in lease agreement). 3. Preferential Carpool and Vanpool Parking. 4. Passenger loading zones for carpool and vanpool drop-off. 5. Pedestrian Connections. 6. TDM coordinator (in lease agreement). 7. Carpool/Vanpool Matching services (TDM coordinator responsibility). 8. Guaranteed ride home (through Traffic Congestion Relief Alliance). 9. Information Board for TDM Program (in lease agreement). 10. Promotional programs including new employee orientation and TDM Programs (TDM coordinator responsibility). 11. Shuttle bus service to Caltrain and BART and downtown Dasher, coordinated with Alliance (TDM coordinator responsibility.) 12. Membership in Peninsula Traffic Congestion Relief Alliance. C. CONSTRUCTION AND OPERATIONAL DESIGN ELEMENTS ADDRESSING ENVIRONMENTAL SUSTAINABILITY The LEED design and construction strategies that have been integrated into the planning documents include: 1. The use of a previously developed site without impacts associated with endangered species, flood plain, and adjacency to wetlands or bodies of water. 2. The Project will document and remediate asbestos previous to demolition. 3. A TDM Program that includes the use of public/privates shuttles providing access to major public transportation hubs. In addition to the requirements for bike parking the Project will include shower/changing room amenities for bike users. 4. The Project will provide adequate preferred parking for low-emitting and alternative fuel vehicles. The Project will provide fewer parking spaces than those referenced in local zoning requirements. 5. The Project provides more than 20 percent of the total site area in open space. More than 50 percent of all parking will be under cover to reduce heat island effects for site surfaces. 6. The Project has developed tenant design and construction guidelines including recommendations and requirements for tenant improvements. 7. Indoor plumbing fixtures within the core and shell design and those required by the tenant scope of work will achieve greater than a 30 percent water use reduction. 8. Site landscape and irrigation equipment will provide irrigation efficiencies greater than 50 percent reduction from a standard summer baseline. 9. The Project will provide fundamental and enhanced commissioning (Cx) of MEP energy systems, including a requirement for tenant improvement Enhanced Cx and a 10 month post-occupancy return to verify equipment warranty and operational efficiencies. Current energy model targets anticipate a greater than 15% reduction in energy compared to Title 24 and ASHRAE 90.1. Base building and tenant improvement mechanical and food service equipment will be required to comply with enhanced refrigerant management requirements. The Project will provide adequate areas for the collection and storage of recyclables, and tenants will be required to implement desk-side recycling. 10. The Project has developed a Construction Waste Management plan that targets at least 75% diversion of landfill waste, with a goal of 95% diversion. The Project has in tegrated requirements into planning specifications and plans to target a greater than 20% recycled and regional content (by cost) in all building materials for the project. The Project will target a greater than 50 percent FSC certified wood content (by cost) in all new wood building materials for the project. 11. The Project will require, and require tenants, all materials installed within the vapor barrier of the Project to comply with LEED/CalGreen VOC & CARB requirements, and specifically contain no-added urea-formaldehyde (NAUF) products. The Project will conduct, and require tenants to conduct, and Indoor Air Quality Management Plan for Construction Activities that requires contractors to comply with SMACNA IAQ guidelines for best practices during construction. Attachment G September 2013 Demolition Process Letter Attachment H State Clearinghouse Letter of Compliance Exhibit B Statement of Overriding Considerations I. Introduction The 475 Eccles Avenue R&D Project (“Project”) consists of the development of an approximately 6.1 acre Office/Research & Development (R&D) business park, located at 475 Eccles Avenue in South San Francisco, San Mateo County, California. The proposed project consists of the construction of an office/R&D development at an FAR of 1.0 with up to a total of 262,287 square feet and a four story parking structure. The objectives of the project are as follows:  Encourage redevelopment and intensification of development to accommodate land uses such as Research & Development.  Encourage opportunities for the continued evolution of the City’s economy, from manufacturing and warehousing/distribution to high technology and biotechnology.  Promote small business incubation.  Encourage the creation of a campus environment in the East of 101 area that targets and accommodates the biotech/R&D industry.  Promote campus-style biotechnology uses.  Maximize building heights in the East of 101 area.  Encourage the use of Transportation Demand Management measures designed to achieve environmental goals by permitting an increased Floor Area Ratio when such measures are included in a project.  Maximize opportunities for strong and sustainable economic growth that results in high quality jobs, in a manner that respects the environment by redeveloping an infill site that is close to major arterials and existing utilities.  Feasibly support the provision of environmental enhancements that exceed standard building requirements, such as qualifying for LEED certification. The California Environmental Quality Act, Public Resources Code Section 21000 et seq. (“CEQA”), states that if a project would result in significant environmental impacts, it may be approved if feasible mitigation measures or feasible alternatives are proposed which avoid or substantially lessen the impact or if there are specific economic, social, or other considerations which justify approval notwithstanding unmitigated impacts. When an environmental impact report (“EIR”) has been completed which identifies one or more potentially significant or significant environmental impacts, the approving agency must make one or more of the following findings for each identified significant impact: 1. Changes or alternatives which avoid or substantially lessen the significant environmental effects as identified in the EIR have been required or incorporated into the project; or 2. Such changes or alternatives are within the responsibility and jurisdiction of another public agency and not the agency making the finding. Such changes have been adopted by such other agency or can and should be adopted by such other agency; or 3. Specific economic, social or other consideration make infeasible the mitigation measures or project alternatives identified in the EIR. (Pub. Resources Code, §21081). A lead agency need not make any findings for impacts that the EIR concludes are less than significant. (See ibid; see also Sequoyah Hills Homeowners Assn. v. City of Oakland (1993) 23 Cal.App.4th 704, 716.) As lead agency under California Code of Regulations, title 14, Section 15367, the City of South San Francisco (“City”) hereby adopts the following CEQA findings relating to the 475 Eccles Avenue R&D Project environmental review documents, including the 2012 Draft Environmental Impact Report (“Draft EIR”) and the Final Environmental Impact Report (“Final EIR”) certified by the City on _____, 2016. The Draft EIR and the Final EIR are collectively referred to herein as the “EIR”. II. General Findings The EIR was prepared in accordance with CEQA, Public Resources Code sections 21000-21178, and the CEQA Guidelines, California Code of Regulations, title 14, sections 15000-15387, to address the environmental impacts associated with the project described above. As required by Section 15121 of the CEQA Guidelines, the EIR assesses the potential environmental impacts resulting from approval, construction, and operation of the Project, and identifies feasible means of minimizing potential adverse environmental impacts. The City is the lead agency for the environmental review of the Project and the EIR was prepared under the direction and supervision of the City. Public Resources Code Section 21002 provides that “public agencies should not approve projects as proposed if there are feasible alternatives or feasible mitigation measures available which would substantially lessen the significant environmental effects of such projects[.]” The same statute states that the procedures required by CEQA “are intended to assist public agencies in systematically identifying both the significant effects of proposed projects and the feasible alternatives or feasible mitigation measures which will avoid or substantially lessen such significant effects.” Section 21002 goes on to state that “in the event [that] specific economic, social, or other conditions make infeasible such project alternatives or such mitigation measures, individual projects may be approved in spite of one or more significant effects thereof.” The mandate and principles announced in Public Resources Code Section 21002 are implemented, in part, through the requirement that agencies must adopt findings before approving projects for which an Environmental Impact Report is required. (See Pub. Resources Code, § 21081, subd. (a); CEQA Guidelines, § 15091, subd. (a).) For each significant environmental effect identified in an EIR for a proposed project, the approving agency must issue a written finding reaching one or more of three permissible conclusions. The first such finding is that “[c]hanges or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant environmental effect as identified in the final EIR.” (CEQA Guidelines, § 15091, subd. (a)(1).) The second permissible finding is that “[s]uch changes or alterations are within the responsibility and jurisdiction of another public agency and not the agency making the finding. Such changes have been adopted by such other agency or can and should be adopted by such other agency.” (CEQA Guidelines, § 15091, subd. (a)(2).) The third potential conclusion is that “[s]pecific economic, legal, social, technological, or other considerations, including provision of employment opportunities for highly trained workers, make infeasible the mitigation measures or project alternatives identified in the final EIR.” (CEQA Guidelines, § 15091, subd. (a)(3).) Public Resources Code Section 21061.1 defines “feasible” to mean “capable of being accomplished in a successful manner within a reasonable period of time, taking into account economic, environmental, social and technological factors.” CEQA Guidelines Section 15364 adds another factor: “legal” considerations. (See also Citizens of Goleta Valley v. Board of Supervisors (1990) 52 Cal.3d 553, 565 (Goleta II).) The concept of “feasibility” also encompasses the question of whether a particular alternative or mitigation measure promotes the underlying goals and objectives of a project. (City of Del Mar v. City of San Diego (1982) 133 Cal.App.3d 410, 417.) “’[F]easibility’ under CEQA encompasses ‘desirability’ to the extent that desirability is based on a reasonable balancing of the relevant economic, environmental, social, and technological factors.” (Ibid; see also Sequoyah Hills Homeowners Assn.v. City of Oakland (1993) 23 Cal.App.4th 704, 715.) CEQA requires that the lead agency adopt mitigation measures or alternatives, where feasible, to substantially lessen or avoid significant environmental impacts that would otherwise occur. Project modification or alternatives are not required, however, where such changes are infeasible or where the responsibility for modifying the project lies with some other agency. (CEQA Guidelines, § 15091, subd. (a), (b).) With respect to a project for which significant impacts are not avoided or substantially lessened, a public agency, after adopting proper findings, may nevertheless approve the project if the agency first adopts a statement of overriding considerations setting forth the specific reasons why the agency found that the project’s “benefits” rendered “acceptable” its “unavoidable adverse environmental effects.” (CEQA Guidelines, §§ 15093, 15043, subd. (b); see also Pub. Resources Code, § 21081, subd. (b).) The California Supreme Court has stated, “[t]he wisdom of approving…any development project, a delicate task which requires a balancing of interests, is necessarily left to the sound discretion of the local officials and their constituents who are responsible for such decisions. The law as we interpret and apply it simply requires that those decisions be informed, and therefore balanced.” (Goleta II, supra, 52 Cal.3d at p. 576.) These Findings constitute the City Council members’ best efforts to set forth the evidentiary and policy bases for its decision to approve the Project in a manner consistent with the requirements of CEQA. The City Council hereby adopts specific overriding considerations for the impacts listed below that are identified in the EIR as significant and unavoidable. The City Council believes that many of the unavoidable environmental effects identified in the EIR will be substantially lessened by mitigation measures adopted through project approval, including the Mitigation Monitoring and Reporting Plan for the EIR. Even with mitigation, however, the City Council recognized that the implementation of the Project carries with it unavoidable adverse environmental effects as identified in the EIR. The City Council specifically finds that to the extent the identified adverse or potentially adverse impacts for the Project have not been mitigated to acceptable levels, there are specific economic, social, environmental, land use, and other considerations that support approval of the Project. III. Significant and Unavoidable Impacts The following significant impacts would not be mitigated to a less-than-significant level, even with the implementation of the identified mitigation measures. No mitigation is feasible that would mitigate these impacts to a less-than-significant level. The City has determined that the impacts identified below are acceptable because of overriding economic, social or other considerations, as described in the Statement of Overriding Considerations presented below. Impact 9.B: The Project would increase year 2015 AM peak hour without Project traffic volumes by 2.3 percent at the U.S. 101 Southbound Off‐Ramp (Flyover) diverge to the Oyster Point Boulevard/Gateway Boulevard Intersection. The Project would increase off‐ramp volumes from 1,762 up to 1,803 vehicles with 2015 without Project volumes already exceeding the 1,500 vehicles per hour diverge capacity limit. Finding: No mitigation is available. City Public Works staff has determined that providing the necessary mitigation to provide a second U.S. 101 Southbound Off- Ramp lane connection to the U.S. 101 freeway mainline would not be feasible due to the limited distance between the flyover off-ramp diverge and the southbound off-ramp diverge to Airport Boulevard.. Impact 13.A: The Project would increase the frequency of backups extending to the freeway mainline at the U.S. 101 Southbound Off-Ramp to Oyster Point Boulevard/Gateway Boulevard Intersection during the AM Peak Hour. The Project would increase volumes at this off-ramp by 1.4 percent compared to Year 2035 without Project volumes. Traffic would backup to the freeway mainline more frequently. Finding: In light of economic, environmental, and technological concerns, there are no other mitigation measures considered feasible by South San Francisco Public Works staff that would reduce 95th percentile off-ramp queuing within available storage beyond those recommended for 2035 unacceptable surface street queuing (Mitigation Measure 12.A). Additional measures would potentially include widening Oyster Point Boulevard an additional two to four lanes between Veterans Boulevard and Sister Cities Boulevard (through the Oyster Point Boulevard interchange) as well as widening the U.S. 101 Southbound Off-Ramp by an additional lane on its approach to Oyster Point Boulevard. Widening Oyster Point Boulevard through part of the interchange area would be infeasible due to the limitations imposed by the location of the support columns for the southbound flyover off-ramp. Oyster Point Boulevard and off-ramp widening would also require expansion of bridge structures, which would be prohibitively expensive. Provision of additional lanes would require acquisition of additional righty-of-way along Oyster Point Boulevard. Also, provision of additional eastbound lanes on the Oyster Point and Flyover off-ramp intersection approaches would not be feasible due to the complexity of merging the departure lanes on the eastbound (departure leg) of the intersection.. The impact is considered significant and unavoidable. Impact 13.B: The Project would increase the frequency of backups extending to the freeway mainline at the U.S. 101 Northbound Off-Ramp to East Grand Avenue/Executive Drive Intersection during the AM Peak Hour. The Project would increase volumes at this off‐ramp by 1.3 percent compared to Year 2035 without Project volumes. Traffic would back up to the freeway mainline more frequently. Finding: There are no additional improvements considered financially feasible by South San Francisco Public Works staff that could be provided at either the off-ramp intersection with the surface street system or at adjacent surface street intersections that would provide enough increased capacity to prevent off-ramp queuing from backing up to the U.S. 101 freeway mainline. Therefore the impact is considered significant and unavoidable. Impact 13.C: Implementation of the Project would increase year 2035 AM peak hour without Project traffic volumes by 1.4 percent at the U.S. 101 Southbound Off‐Ramp (Flyover) diverge to the Oyster Point Boulevard/Gateway Boulevard Intersection. The Project would increase off‐ ramp volumes from 2,454 up to 2,488 vehicles with 2035 without Project volumes already exceeding 1,500 vehicles per hour capacity of the off-ramp. Finding: No improvements are considered feasible by South San Francisco Public Works staff to mitigate the impact. Should it be desired to provide a second off-ramp lane connection from the freeway mainline to the Southbound Off-Ramp (flyover) to Oyster Point Boulevard, it would likely be necessary to move the Southbound Off-Ramp connection to Airport Boulevard further north to provide more separation between the two southbound off-ramps. A second off-ramp lane connection to the freeway mainline would require a long (1,000-foot or longer) deceleration lane with only 300 feet of available space. This would be infeasible given the restrictions imposed by the location of the northbound off-ramp overpass connection to Bayshore Boulevard. There is no room for provision of this lane. Therefore the impact is considered significant and unavoidable. Impact 13.D: The Project would increase PM peak hour on-ramp volumes by more than 1 percent on the U.S. 101 Northbound One-Lane On-Ramp from the Oyster Point Boulevard/ Dubuque Avenue Intersection. Volumes would be increased by 1.1 percent (from 2,572 up to 2,601 vehicles) with Year 2035 without Project volumes already exceeding the on-ramp capacity of 2,200 vehicles per hour. Finding: Provision of a second on-ramp lane would increase capacity to about 3,000 to 3,100 vehicles per hour. While this measure would accommodate the 2035 with Project volume of about 2,601 vehicles per hour, it would require the approval of Caltrans, which is not guaranteed. Therefore the impact is considered significant and unavoidable. IV. Less-Than-Significant Impacts With Mitigation The Final EIR determined that the project has potentially significant environmental impacts in the areas discussed below. The Final EIR identified feasible mitigation measures to avoid or substantially reduce some or all of the environmental impacts in these areas. Based on the information and analyses set forth in the Final EIR, and the entirety of the Record before it, including without limitation the Mitigation Monitoring and Reporting Program and the Conditions of Approval, the City finds that for each of the following project impacts, changes or alterations have been required in, or incorporated into, the project which mitigate or avoid the significant effects on the environment. As described in further detail below and in the Final EIR, the following impacts will be less than significant with identified feasible mitigation measures. Impact 4: The Project would increase existing AM Peak Hour volumes on the U.S. 101 Northbound Off- Ramp to East Grand Avenue/Executive Drive by 1.9 percent, where current volumes already exceed capacity limits. The off-ramp volume of 1,618 vehicles under Existing without Project conditions would be increased to 1,649 vehicles under Existing with Project conditions at a location with an off-ramp diverge capacity of 1,500 vehicles per hour. Mitigation Measure 4: The applicant shall provide a fair share contribution as determined by the City Engineer for a second off-ramp lane connection to the U.S. 101 freeway at the U.S. 101 Northbound Off-Ramp to East Grand Avenue/Executive Drive. The full fair-share payment shall be paid by the applicant prior to issuance of the Certificate of Occupancy by the City. Finding: The City has determined that the improvement in Mitigation Measure 4 is feasible and would restore off-ramp diverge operation to an acceptable level, and therefore the impact would be reduced to a less than significant level. Impact 8: The Project would increase vehicle queuing at Oyster Point Boulevard/Dubuque Avenue/U.S. 101 Northbound On-Ramp during the AM Peak Hour by 1.7 percent in the through lanes on the eastbound Oyster Point Boulevard approach to Dubuque Avenue at a location with unacceptable 2015 Without Project 95th percentile queuing. These levels are determined to be unacceptable by the City of South San Francisco and Caltrans under 2015 with Project conditions. The eastbound through movement queue per lane would increase from 336 up to 341 feet in a location with only 250 feet of storage per lane. Mitigation Measure 8: The applicant shall provide a fair-share contribution as determined by the City Engineer to go towards adjusting the signal light timing at the Oyster Point Boulevard/ Dubuque Avenue intersection as shown in Traffic Figure 22, Year 2015 Mitigated Intersection Lane Geometrics and Control. The full fair-share payment shall be paid by the applicant prior to issuance of the Certificate of Occupancy by the City. Finding: The City has determined that the intersection improvements described in Mitigation Measure 8 are feasible and would restore intersection operations to an acceptable level. The City has a traffic impact fee program pursuant to which the City will collect funds from all future development in the East of 101 area to construct these improvements. With the payment of the Project’s fair share of the cost of this improvement, the Project’s impact would be reduced to a less than significant level. Impact 9.A: The Project would increase year 2015 AM peak hour without Project traffic volumes by 2.3 percent at the U.S. 101 Southbound Off-Ramp to Oyster Point Boulevard/ Gateway Boulevard Intersection which would increase backups extending to the freeway mainline. There would be more frequency with vehicles backing up to the freeway mainline. Mitigation Measure 9A: The applicant shall provide a fair-share contribution as determined by the City Engineer to adjust the signal timing and restripe the Oyster Point Boulevard/Gateway Boulevard intersection eastbound approach from a left, two through lanes and a combined through/right turn lane to a left, two through lanes and an exclusive right turn lane. The full fair- share payment shall be paid by the applicant prior to issuance of the Certificate of Occupancy by the City Finding: The City has determined that the intersection improvements described in Mitigation Measure 9A are feasible and would restore intersection operations to an acceptable level. The City has a traffic impact fee program pursuant to which the City will collect funds from all future development in the East of 101 area to construct these improvements. With the payment of the Project’s fair share of the cost of this improvement, the Project’s impact would be reduced to a less than significant level. Impact 11: The Project would increase year 2035 without Project traffic volumes by 2.1 percent at the Oyster Point Boulevard/Eccles Avenue intersection. The increase would occur during the AM Peak Hour and would result in a significant impact at an intersection projected to operate unacceptably at LOS F during year 2035 without Project conditions. Mitigation Measure 11: The applicant shall provide a fair share contribution as determined by the City Engineer to provide an exclusive right turn lane on the eastbound Oyster Point Boulevard approach at the Oyster Point Boulevard /Eccles Avenue intersection. The full fair share payment shall be paid by the applicant prior to issuance of the Certificate of Occupancy by the City. Finding: The City has determined that Mitigation Measure 11 is feasible and would reduce the Project’s impact to the Oyster Point Boulevard / Eccles Avenue intersection to a less than significant level. Impact 12.A: The Project would unacceptably increase year 2035 without Project AM peak hour vehicle queuing at the Oyster Point Boulevard/Gateway Boulevard/U.S.101 Southbound Flyover Off-Ramp intersection in the through lanes on the eastbound Oyster Point Boulevard approach. Project traffic would increase volumes by 1.5 percent, which would already be experiencing unacceptable 2035 without Project 95th percentile queuing. The eastbound queues would increase from 1,163 up to 1,187 feet in a location with only 900 feet of storage in the existing through lanes. The increase is above levels determined to be acceptable by the City of South San Francisco. Mitigation Measure 12.A: The applicant shall provide a fair share contribution as determined by the City Engineer to adjust the signal timing; restripe the eastbound Oyster Point Boulevard approach to provide an exclusive left turn lane, two exclusive through lanes and an exclusive right turn lane; and restripe the exclusive right turn lane on the eastbound U.S.101 flyover off- ramp approach to allow through movements. This will also require provision of a third eastbound departure lane for eastbound through traffic from the off-ramp. The full fair-share payment shall be paid by the applicant prior to issuance of the Certificate of Occupancy by the City. Finding: The City has determined that the intersection improvements described in Mitigation Measure 12A are feasible and would restore intersection operations to an acceptable level. The City has a traffic impact fee program pursuant to which the City will collect funds from all future development in the East of 101 area to construct these improvements. With the payment of the Project’s fair share of the cost of this improvement, the Project’s impact would be reduced to a less than significant level. Impact 12.B: The Project would unacceptably increase year 2035 without Project AM peak hour vehicle queuing at the Oyster Point Boulevard/Dubuque Avenue/U.S.101 Northbound Off- Ramp intersection in the through lanes on the eastbound Oyster Point Boulevard approach. Project traffic would increase volumes by 1.4 percent, which would already be experiencing unacceptable 2035 without Project queuing. The eastbound queues would increase from 638 up to 640 feet in a location with only 250 feet of storage. The Project would also unacceptably increase volumes by 1.3 percent during the PM Peak Hour in the right turn lanes on the westbound Oyster Point Boulevard approach to the U.S. 101 northbound on-ramp at a location with unacceptable 2015 “without Project” queuing. The westbound right turn queue would increase from 1,148 up to 1,156 feet in a location with only 840 feet of storage. The increase is above levels determined to be acceptable by the City of South San Francisco. Mitigation Measure 12.B: The applicant shall provide a fair share contribution as determined by the City Engineer to restripe the exclusive through lane on the westbound Oyster Point Boulevard approach adjacent to the dual right turn lanes to also allow right turn movements; and to adjust signal timing at the Oyster Point Boulevard/Dubuque Avenue/U.S. 101 Northbound On-Ramp. The full fair-share payment shall be paid by the applicant prior to issuance of the Certificate of Occupancy by the City. Finding: The City has determined that the improvements described under Mitigation Measure 12.B are feasible. This impact would be reduced to a less than significant level. The improvements are planned for and included in the City’s CIP. Impact 15: Project-related traffic would access Eccles Avenue via three driveways where safety impacts would result at the southern and central driveway connections due to sight line issues. Mitigation Measure 15: The applicant shall be responsible for maintaining landscaping along the Eccles Avenue Project frontage between the central and south driveways that will allow exiting drivers to maintain the minimum required 250-foot sight lines at the central and south driveways. The landscape plan shall be revised to show staggered tree planting along this frontage to allow sight lines through the trees as they grow and reach maturity; or, the trees and landscaping shall be maintained to provide a view from 2.5 to 6 feet above grade. The landscape plan shall be revised to note either requirement, show the line-of-sight triangles and not the requirement. These notes shall be on the building plans that are a part of the building permit issuance. The note shall be made on the plans in conformance with the lines of sight required as set forth in Traffic Figure 24 to insure that the mitigation is permanently maintained. Finding: The City has determined that the intersection improvements described above in Mitigation Measure 15are feasible and would reduce the impact to a less than significant level. Impact 16: On-site circulation would adequately conform to City guidelines and good traffic engineering practice with the exception of the first internal intersection at the southern driveway which could result in right-of way conflicts. Mitigation Measure 16: The applicant shall provide stop sign control on the southbound parking aisle approach to the south driveway adjacent to the southeast corner of the garage, show the stop sign on the building permit plans and install the sign prior to issuance of a certificate of occupancy. Finding: The City has determined that Mitigation Measures 16 is feasible and would reduce the impact at this location to a less than significant level. V. Findings Regarding Alternatives Public Resources Code Section 21002 provides that “public agencies should not approve projects as proposed if there are feasible alternatives or feasible mitigation measures available which would substantially lessen the significant environmental effects of such projects[.]” The same statute states that the procedures required by CEQA “are intended to assist public agencies in systematically identifying both the significant effects of proposed projects and the feasible alternatives or feasible mitigation measures which will avoid or substantially lessen such significant effects.” Where a lead agency has determined that, even after the adoption of all feasible mitigation measures, a project as proposed will still cause one or more significant environmental effects that cannot be substantially lessened or avoided, the agency, prior to approving the project as mitigated, must first determine whether, with respect to such impacts, there remain any project alternatives that are both environmentally superior and feasible within the meaning of CEQA. Although an EIR must evaluate this range of potentially feasible alternatives, an alternative may ultimately be deemed by the lead agency to be “infeasible” if it fails to fully promote the lead agency’s underlying goals and objectives with respect to the project (City of Del Mar v. City of San Diego (1982) 133 Cal.App.3d 410, 417). “‘[F]easibility’ under CEQA encompasses ‘desirability’ to the extent that desirability is based on a reasonable balancing of the relevant economic, environmental, social, and technological factors” (ibid.; see also Sequoyah Hills Homeowners Assn. v. City of Oakland (1993) 23 Cal.App.4th 704, 715). Thus, even if a project alternative will avoid or substantially lessen any of the significant environmental effects of the project, the decision-makers may reject the alternative if they determine that specific considerations make the alternative infeasible. Chapter 5 of the Draft EIR discussed several alternatives to the Project in order to present a reasonable range of options. The alternatives evaluated included: Alternative 1: No Project Alternative Alternative 2: Reduced Intensity FAR of 0.75 Alternative Alternative 3: Reduced Intensity FAR of 0.50 Alternative The City Council finds that a good faith effort was made to evaluate all feasible alternatives in the EIR that are reasonable alternatives to the Project and could feasibly obtain the basic objectives of the Project, even when the alternatives might impede the attainment of the Project objectives and might be more costly. As a result, the scope of alternatives analyzed in the EIR is not unduly limited or narrow. The City Council also finds that all reasonable alternatives were reviewed, analyzed and discussed in the review process of the EIR and the ultimate decision on the Project. (See Draft EIR, Chapter 5.) A. No Project Alternative As required by CEQA, this subsection analyzes a “No Project” Alternative (Alternative A). In this case, the No Project Alternative consists of a “No Project/No Build” alternative, which is defined as the circumstances under which the project would not proceed (CEQA Guidelines, Section 15126.6(e)3)(B)). Evaluation of this alternative allows the City to compare the impact of approving the proposed project with the impacts of not approving the proposed project and maintenance of the existing environmental setting on the project site. The No Project Alternative would be a feasible alternative, but it would not meet the project objectives of redeveloping the project site to create quality employment opportunities, providing quality R&D facilities for the East of101 Area, generating net property taxes and sales taxes, or creating campus-style office and high-quality office and R&D uses. Impacts: Implementation of the No Project Alternative would avoid environmental impacts in all categories to less-than-significant levels, as no development would occur under this alternative. However, traffic in the area would continue to increase due to other development. This increase in traffic would result in a decrease in intersection LOS, and unacceptable vehicle queuing at some intersections, off-ramps, and freeway mainlines. Therefore, although there would be no new trips generated under the No Project Alternative, traffic congestion would increase in the area to unacceptable conditions, and some impacts would remain significant and unavoidable. Finding: The No Project Alternative would not meet any of the Project objectives, including increasing quality employment opportunities, providing quality R&D facilities for the East of 101 Area, generating net property taxes and sales taxes, or creating campus-style office and high- quality office and R&D uses. The No Project Alternative would not maximize opportunities for strong and sustainable economic growth that results in high quality jobs, in a manner that respects the environment by redeveloping an infill site that is close to major arterials and existing utilities. Accordingly, the City Council finds the No Project Alternative to be infeasible. B. Reduced Intensity FAR of 0.75 Alternative The 0.75 FAR Alternative would reduce the size of the Project by 25 percent from 267,287 to 196,715 square feet. The Project would likely result in most of the site improvements identified with the Project. Therefore, the LEED Silver level construction and operational measures would be in place along with the TDM Program and the site characterization and remediation and water quality measures would be in place. Landscaping and site porosity would be increased but likely to a lesser extent than that associated with the Project. Surface parking and paving decreased. The 25 percent reduction in development intensity would result in fewer employees at the site. The estimated number of employees under this alternative would be 675. The overall site square footage would be reduced although the footprint of the Project would not change. Biotechnology/R&D requires about a 30,000 square foot building footprint for optimal efficiency that also includes minimum floor to ceiling heights and desired floor plates. Impacts: Reducing the development intensity to 0.75 FAR would avoid two significant and unavoidable impacts related to vehicular traffic. However, although this alternative would generate fewer trips, it would not reduce all of the significant and unavoidable impacts related to traffic and circulation. Finding: The Reduced Intensity FAR of 0.75 would be a possible alternative to allow redevelopment of the project site and would meet all of the project’s objectives, including creating a cohesive working campus environment, emphasizing the pedestrian environment, encouraging high quality architecture, connecting to various transit modes, and allowing the incremental and phased development of the site. However, this alternative would continue to result in significant and unavoidable impacts related to traffic, would generate less revenue from private redevelopment and may not be economically feasible, and is incapable of fully promoting the City’s underlying goals with respect to the Project. Accordingly, the City Council finds the Reduced Intensity FAR of 0.75 Alternative to be infeasible. C. Reduced Intensity FAR of 0.50 Alternative The 0.50 FAR Alternative would reduce the size of the Project by 50 percent, from 262,287 to 131,143 square feet. The resulting project would be smaller than the 152,145 square feet that currently exists on the site. Site development would likely consist of one R&D building and surface parking. Approximately 328 parking spaces would be necessary for the 0.50 FAR Alternative based upon the 2.5 spaces/1,000 square feet proposed by the Project. The 0.50 FAR Alternative would likely employ approximately half that expected with the Project, or 450 people. A project reduced by half would likely result in a dramatically different project on the ground. Structured parking would likely give way to surface parking; similar to the current development on the site. The site improvement measures that the City requires by law would be required to be incorporated into the construction and design of the 0.50 FAR Alternative. The measures include landscaping to code (but not likely beyond); and NPDES C-3 water quality improvements. A TDM Program may not be required (if Project trips do not exceed 100 during the peak period). Other Project enhancements such as additional landscaping and LEED Silver level measures would be at jeopardy as “value engineering” or reductions in development costs would likely take effect. This alternative would also result in decreased property taxes and sales taxes due to the reduced square footage. Impacts: Reducing the development intensity to 0.50 FAR would eliminate four of the five significant unavoidable impacts associated with the Project. However, although this alternative would generate fewer trips, it would not reduce all of the significant and unavoidable impacts related to traffic and circulation. Finding: The 0.50 FAR Alternative would considerably limit the ability of the Project to be competitive in the market place. The 0.50 FAR Alternative would not result in intensification of research and development opportunities on the site or in the area; would not encourage opportunities for the continued evolution of the City’s economy, from manufacturing and warehousing/distribution to high technology and biotechnology or encourage the creation of a campus environment in the East of 101 area that targets and accommodates the biotech/R&D industry. The 0.50 FAR Alternative would not promote campus-style biotechnology uses. Opportunities to promote strong and sustainable economic growth resulting in high quality in a manner that respects the environment by redeveloping an infill site that is close to major arterials and existing utilities would be seriously compromised. The 0.50 FAR Alternative would not likely support the provision of environmental enhancements that exceed standard building requirements, such as qualifying for LEED certification and would likely, as noted above, give way to value engineering. This alternative would continue to result in significant and unavoidable impacts related to traffic, would generate less revenue from private redevelopment and may not be economically feasible, and is incapable of fully promoting the City’s underlying goals with respect to the Project. Accordingly, the City Council finds the Reduced Intensity FAR of 0.50 Alternative to be infeasible. D. Environmentally Superior Alternative The State CEQA Guidelines require that an environmentally superior alternative to the proposed project be selected. The State CEQA Guidelines also note “if the environmentally superior alternative is the ‘no project’ alternative, the EIR shall also identify an environmentally superior alternative among the other alternatives” (State CEQA Guidelines Section 15126.6(e)(2)). In general, the environmentally superior alternative minimizes adverse impacts to the environment, while still achieving the basic project objectives. Identification of the environmentally superior alternative is an informational procedure and the alternative selected may not be the alternative that best meets the goals or needs of the City. Under the No Project Alternative, the site would remain vacant and no development would occur, and would have the least environmental impacts. However, the No Project Alternative would not meet any of the key objectives of the proposed project with respect to development of the site. CEQA requires that if the environmentally superior alternative is the “no project” alternative, the EIR shall also identify an environmentally superior alternative from among the other alternatives (CEQA Guidelines, Section 15126.6[e][2]). Based on the analysis provided above, it has been determined that the Reduced Intensity FAR of 0.50 Alternative would be the environmentally superior alternative, because this alternative would result in the next greatest reduction in significant project impacts to noise and traffic. The alternatives to the project considered in this analysis propose either no development on the site, or reduced FAR of 0.75 or 0.5 on the site. However, although all of these alternatives would result in some reduction in employees and vehicle trips to the project site, none of the alternatives would reduce impacts to a level that would avoid all significant unavoidable impacts to traffic. Therefore, none of the evaluated alternatives is superior in this regard and, similar to the project, all alternatives would result in the significant and unavoidable impacts. VI. Statement of Overriding Considerations Pursuant to Public Resources Code Section 21081 and CEQA Guidelines Section 15093, the City Council of the City of South San Francisco adopts this Statement of Overriding Considerations for those impacts identified as significant and unavoidable in the 475 Eccles Avenue R&D Project EIR (SCH No. 2012082101; Certified _____, 2016 by Resolution No. _____), as further identified and described in Section III of these Findings. The City Council has carefully considered each impact, has adopted all feasible mitigation measures, and has balanced the economic, social, technological, and other benefits of the Project against the significant and unavoidable impact associated with the Project. The City Council has also examined potentially feasible alternatives to the Project, none of which would both meet most of the project objectives and result in substantial reduction or avoidance of the Project’s significant and unavoidable impacts. The City Council hereby adopts and makes the following Statement of Overriding Considerations regarding the significant and unavoidable impact of the Project and the anticipated economic, legal, social, technological, and other benefits of the Project.  The Project is expected to generate a new source of significant tax revenue for the City. Additionally, at full build out, the Project is expected to employ an additional 900 employees.  The existing physical environment consists of a vacant lot, with limited sidewalks and minimal site improvements, and which lacks amenities. The Project will convert the property to uses consistent with research and development uses, including additional amenities and improvements. The proposed project will provide site improvements that will improve the overall aesthetic character of the site.  The Project is consistent with the General Plan Guiding Policies for the East of 101 Area, which provide appropriate settings for a diverse range of non-residential uses and promotes high-technology and research and development uses.  The Project is consistent with General Plan Implementing Policies, which generally promote research and development uses, to the exclusion of residential and more traditional industrial uses.  The Project is designed to take advantage of and promote the use of public transit by adopting a Transportation Demand Management Plan that provides incentives for employees to use alternative modes of transportation. TA B L E 2 - 1 SU M M A R Y O F I M P A C T S A N D M I T I G A T I O N S A N D M I T I G A T I O N M O N I T O R I N G P R O G R A M LE S S TH A N SI G N I F I C A N T IM P A C T S WI T H MI T I G A T I O N MI T I G A T I O N MONITORING IMP A C T S A N D MIT I G A T I O N S IMP L E M E N T A T I O N /MONITORING # IMP A C T MIT I G A T I O N PAR T Y / AGE N C Y /TIMING 4 Th e P r o j e c t w o u l d i n c r e a s e e x i s t i n g A M P e a k Ho u r v o l u m e s o n t h e U . S . 1 0 1 N o r t h b o u n d O f f - Ra m p t o E a s t G r a n d A v e n u e / E x e c u t i v e D r i v e by 1 . 9 p e r c e n t , w h e r e c u r r e n t v o l u m e s a l r e a d y ex c e e d c a p a c i t y l i m i t s . 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S . 10 1 N o r t h b o u n d O n - R a m p d u r i n g t h e A M P e a k Ho u r b y 1 . 7 p e r c e n t i n t h e t h r o u g h l a n e s o n t h e ea s t b o u n d O y s t e r P o i n t B o u l e v a r d a p p r o a c h t o Du b u q u e A v e n u e a t a l o c a t i o n w i t h u n a c c e p t a b l e 20 1 5 W i t h o u t P r o j e c t 9 5 t h p e r c e n t i l e q u e u i n g . Th e s e l e v e l s a r e d e t e r m i n e d t o b e u n a c c e p t a b l e by t h e C i t y o f S o u t h S a n F r a n c i s c o a n d C a l t r a n s un d e r 2 0 1 5 w i t h P r o j e c t c o n d i t i o n s . T h e ea s t b o u n d t h r o u g h m o v e m e n t q u e u e p e r l a n e wo u l d i n c r e a s e f r o m 3 3 6 u p t o 3 4 1 f e e t i n a lo c a t i o n w i t h o n l y 2 5 0 f e e t o f s t o r a g e p e r l a n e . Th e a p p l i c a n t s h a l l p r o v i d e a f a i r - s h a r e co n t r i b u t i o n t o g o t o w a r d s a d j u s t i n g t h e si g n a l l i g h t t i m i n g a t t h e O y s t e r P o i n t Bo u l e v a r d / D u b u q u e A v e n u e i n t e r s e c t i o n . Im p r o v e m e n t s a r e s h o w n i n Tr a f f i c F i g u r e 22 , Y e a r 2 0 1 5 M i t i g a t e d I n t e r s e c t i o n L a n e Ge o m e t r i c s a n d C o n t r o l .  Ci t y E n g i n e e r d e t e r m i n e s t h e f a i r s h a r e fi n a n c i a l c o n t r i b u t i o n .  Ap p l i c a n t p a y s t h e f u l l s h a r e co n t r i b u t i o n p r i o r t o i s s u a n c e o f t h e Ce r t i f i c a t e o f O c c u p a n c y b y t h e C i t y .  Mo n i t o r e d b y t h e C i t y E n g i n e e r . 9. A Th e P r o j e c t w o u l d i n c r e a s e y e a r 2 0 1 5 A M p e a k ho u r w i t h o u t P r o j e c t t r a f f i c v o l u m e s b y 2 . 3 pe r c e n t a t t h e U . S . 1 0 1 S o u t h b o u n d O f f - R a m p t o Oy s t e r P o i n t B o u l e v a r d / G a t e w a y B o u l e v a r d In t e r s e c t i o n w h i c h w o u l d i n c r e a s e b a c k u p s ex t e n d i n g t o t h e f r e e w a y m a i n l i n e . T h e r e w o u l d be m o r e f r e q u e n c y w i t h v e h i c l e s b a c k i n g u p t o th e f r e e w a y m a i n l i n e . Th e a p p l i c a n t s h a l l p r o v i d e a f a i r - s h a r e co n t r i b u t i o n t o a d j u s t t h e s i g n a l t i m i n g a n d re s t r i p e t h e O y s t e r P o i n t Bo u l e v a r d / G a t e w a y B o u l e v a r d i n t e r s e c t i o n ea s t b o u n d a p p r o a c h f r o m a l e f t , t w o th r o u g h l a n e s a n d a c o m b i n e d th r o u g h / r i g h t t u r n l a n e t o a l e f t , t w o th r o u g h l a n e s a n d a n e x c l u s i v e r i g h t t u r n  Ci t y E n g i n e e r d e t e r m i n e s t h e f a i r s h a r e fi n a n c i a l c o n t r i b u t i o n .  Ap p l i c a n t p a y s t h e f u l l s h a r e co n t r i b u t i o n p r i o r t o i s s u a n c e o f t h e Ce r t i f i c a t e o f O c c u p a n c y b y t h e C i t y .  Mo n i t o r e d b y t h e C i t y E n g i n e e r . ADM I N I S T R A T I V E DRA F T EI R / 2. 0 EX E C U T I V E SU M M A R Y 47 5 ECC L E S AVE N U E , SOU T H SAN FRA N C I S C O , CAL I F O R N I A PAG E 2- 8 2. 0 EX E C U T I V E SUMMARY LE S S TH A N SI G N I F I C A N T IM P A C T S WI T H MI T I G A T I O N MI T I G A T I O N MONITORING IMP A C T S A N D MIT I G A T I O N S I MP L E M E N T A T I O N /MONITORING # I MP A C T M IT I G A T I O N P AR T Y / AGE N C Y /TIMING la n e . I m p r o v e m e n t s a r e s h o w n i n Tr a f f i c Fi g u r e 2 2 , Y e a r 2 0 1 5 M i t i g a te d I n t e r s e c t i o n L a n e Ge o m e t r i c s a n d C o n t r o l . 11 Th e P r o j e c t w o u l d i n c r e a s e y e a r 2 0 3 5 w i t h o u t Pr o j e c t t r a f f i c v o l u m e s b y 2 . 1 p e r c e n t a t t h e Oy s t e r P o i n t B o u l e v a r d / E c c l e s A v e n u e in t e r s e c t i o n . T h e i n c r e a s e w o u l d o c c u r d u r i n g t h e AM P e a k H o u r a n d w o u l d r e s u l t i n a s i g n i f i c a n t im p a c t a t a n i n t e r s e c t i o n p r o j e c t e d t o o p e r a t e un a c c e p t a b l y a t L O S F du r i n g y e a r 2 0 3 5 w i t h o u t Pr o j e c t c o n d i t i o n s . Th e a p p l i c a n t s h a l l p r o v i d e a f a i r s h a r e co n t r i b u t i o n t o p r o v i d e a n e x c l u s i v e r i g h t tu r n l a n e o n t h e e a s t b o u n d O y s t e r P o i n t Bo u l e v a r d a p p r o a c h a t t h e O y s t e r P o i n t Bo u l e v a r d / E c c l e s A v e n u e i n t e r s e c t i o n . Im p r o v e m e n t s a r e s h o w n i n Tr a f f i c F i g u r e 22 , Y e a r 2 0 1 5 M i t i g a t e d I n t e r s e c t i o n L a n e Ge o m e t r i c s a n d C o n t r o l .  Ci t y E n g i n e e r d e t e r m i n e s t h e f a i r s h a r e fi n a n c i a l c o n t r i b u t i o n .  Ap p l i c a n t p a y s t h e f u l l s h a r e co n t r i b u t i o n p r i o r t o i s s u a n c e o f t h e Ce r t i f i c a t e o f O c c u p a n c y b y t h e C i t y .  Mo n i t o r e d b y t h e C i t y E n g i n e e r . 12 . A Th e P r o j e c t w o u l d u n a c c e p t a b l y i n c r e a s e y e a r 20 3 5 w i t h o u t P r o j e c t A M p e a k h o u r v e h i c l e qu e u i n g a t t h e O y s t e r P o i n t B o u l e v a r d / G a t e w a y Bo u l e v a r d / U . S . 1 0 1 S o u t h b o u n d F l y o v e r O f f - Ra m p i n t e r s e c t i o n i n t h e t h r o u g h l a n e s o n t h e ea s t b o u n d O y s t e r P o i n t B o u l e v a r d a p p r o a c h . Pr o j e c t t r a f f i c w o u l d i n c r e a s e v o l u m e s b y 1 . 5 pe r c e n t , w h i c h w o u l d a l r e a d y b e e x p e r i e n c i n g un a c c e p t a b l e 2 0 3 5 w i t h o u t P r o j e c t 9 5 th p e r c e n t i l e qu e u i n g . T h e e a s t b o u n d q u e u e s w o u l d i n c r e a s e fr o m 1 , 1 6 3 u p t o 1 , 1 8 7 f e e t i n a l o c a t i o n w i t h on l y 9 0 0 f e e t o f s t o r a g e i n t h e e x i s t i n g t h r o u g h la n e s . T h e i n c r e a s e i s a bo v e l e v e l s d e t e r m i n e d t o be a c c e p t a b l e b y t h e C i t y o f S o u t h S a n F r a n c i s c o . Th e a p p l i c a n t s h a l l p r o v i d e a f a i r s h a r e co n t r i b u t i o n t o a d j u s t t h e s i g n a l t i m i n g ; re s t r i p e t h e e a s t b o u n d O y s t e r P o i n t Bo u l e v a r d a p p r o a c h t o p r o v i d e a n e x c l u s i v e le f t t u r n l a n e , t w o e x c l u s i v e t h r o u g h l a n e s an d a n e x c l u s i v e r i g h t t u r n l a n e ; a n d re s t r i p e t h e e x c l u s i v e r i g h t t u r n l a n e o n t h e ea s t b o u n d U . S . 1 0 1 f l y o v e r o f f - r a m p ap p r o a c h t o a l l o w t h r o u g h m o v e m e n t s . Th i s w i l l a l s o r e q u i r e p r o v i s i o n o f a t h i r d ea s t b o u n d d e p a r t u r e la n e f o r e a s t b o u n d th r o u g h t r a f f i c f r o m t h e o f f - r a m p . Im p r o v e m e n t s a r e s h o w n i n Tr a f f i c F i g u r e 22 , Y e a r 2 0 1 5 M i t i g a t e d I n t e r s e c t i o n L a n e Ge o m e t r i c s a n d C o n t r o l .  Ci t y E n g i n e e r d e t e r m i n e s t h e f a i r s h a r e fi n a n c i a l c o n t r i b u t i o n .  Ap p l i c a n t p a y s t h e f u l l s h a r e co n t r i b u t i o n p r i o r t o i s s u a n c e o f t h e Ce r t i f i c a t e o f O c c u p a n c y b y t h e C i t y .  Mo n i t o r e d b y t h e C i t y E n g i n e e r . 12 . B Th e P r o j e c t w o u l d u n a c c e p t a b l y i n c r e a s e y e a r 20 3 5 w i t h o u t P r o j e c t A M p e a k h o u r v e h i c l e qu e u i n g a t t h e O y s t e r P o i n t B o u l e v a r d / D u b u q u e Av e n u e / U . S . 1 0 1 N o r t h b o u n d O f f - R a m p in t e r s e c t i o n i n t h e t h r o u g h l a n e s o n t h e ea s t b o u n d O y s t e r P o i n t B o u l e v a r d a p p r o a c h . Pr o j e c t t r a f f i c w o u l d i n c r e a s e v o l u m e s b y 1 . 4 pe r c e n t , w h i c h w o u l d a l r e a d y b e e x p e r i e n c i n g Th e a p p l i c a n t s h a l l p r o v i d e a f a i r s h a r e co n t r i b u t i o n t o r e s t r i p e t h e e x c l u s i v e th r o u g h l a n e o n t h e w e s t b o u n d O y s t e r Po i n t B o u l e v a r d a p p r o a c h a d j a c e n t t o t h e du a l r i g h t t u r n l a n e s t o a l s o a l l o w r i g h t t u r n mo v e m e n t s ; a n d t o a d j u s t s i g n a l t i m i n g a t th e O y s t e r P o i n t B o u l e v a r d / D u b u q u e Av e n u e / U . S . 1 0 1 N o r t h b o u n d O n - R a m p .  Ci t y E n g i n e e r d e t e r m i n e s t h e f a i r s h a r e fi n a n c i a l c o n t r i b u t i o n .  Ap p l i c a n t p a y s t h e f u l l s h a r e co n t r i b u t i o n p r i o r t o i s s u a n c e o f t h e Ce r t i f i c a t e o f O c c u p a n c y b y t h e C i t y .  Mo n i t o r e d b y t h e C i t y E n g i n e e r . DRA F T EI R / 2. 0 EX E C U T I V E SU M M A R Y 47 5 ECC L E S AVE N U E , SOU T H SAN FRA N C I S C O , CAL I F O R N I A PAG E 2- 9 2. 0 EX E C U T I V E SU M M A R Y LE S S TH A N SI G N I F I C A N T IM P A C T S WI T H MI T I G A T I O N MI T I G A T I O N MONITORING IMP A C T S A N D MIT I G A T I O N S I MP L E M E N T A T I O N /MONITORING # I MP A C T M IT I G A T I O N P AR T Y / AGE N C Y /TIMING un a c c e p t a b l e 2 0 3 5 w i t h o u t P r o j e c t q u e u i n g . T h e ea s t b o u n d q u e u e s w o u l d i n cr e a s e f r o m 6 3 8 u p t o 64 0 f e e t i n a l o c a t i o n w i t h o n l y 2 5 0 f e e t o f st o r a g e . T h e P r o j e c t w o u l d a l s o u n a c c e p t a b l y in c r e a s e v o l u m e s b y 1 . 3 p e r c e n t d u r i n g t h e P M Pe a k H o u r i n t h e r i g h t t u r n l a n e s o n t h e we s t b o u n d O y s t e r P o i n t B o u l e v a r d a p p r o a c h t o th e U . S . 1 0 1 n o r t h b o u n d o n - r a m p a t a l o c a t i o n wi t h u n a c c e p t a b l e 2 0 1 5 “w i t h o u t P r o j e c t ” qu e u i n g . T h e w e s t b o u n d r i g h t t u r n q u e u e w o u l d in c r e a s e f r o m 1 , 1 4 8 u p t o 1 , 1 5 6 f e e t i n a l o c a t i o n wi t h o n l y 8 4 0 f e e t o f s t o r ag e . T h e i n c r e a s e i s ab o v e l e v e l s d e t e r m i n e d t o b e a c c e p t a b l e b y t h e Ci t y o f S o u t h S a n F r a n c i s c o . Im p r o v e m e n t s a r e s h o w n i n Tr a f f i c F i g u r e 22 , Y e a r 2 0 1 5 M i t i g a t e d I n t e r s e c t i o n L a n e Ge o m e t r i c s a n d C o n t r o l . 15 Pr o j e c t - r e l a t e d t r a f f i c w o u l d a c c e s s E c c l e s Av e n u e v i a t h r e e d r i v e w a y s w h e r e s a f e t y i m p a c t s wo u l d r e s u l t a t t h e s o u t h e r n a n d c e n t r a l d r i v e w a y co n n e c t i o n s d u e t o si g h t l i n e i s s u e s . Th e a p p l i c a n t s h a l l b e r e s p o n s i b l e ma i n t a i n i n g l a n d s c a p i n g a l o n g t h e E c c l e s Av e n u e P r o j e c t f r o n t a g e b e t w e e n t h e ce n t r a l a n d s o u t h d r i v e w a y s t h a t w i l l a l l o w ex i t i n g d r i v e r s b e i n g a b l e t o m a i n t a i n t h e mi n i m u m r e q u i r e d 2 5 0 - f o o t s i g h t l i n e s a t th e c e n t r a l a n d s o u t h d r i v e w a y s . T h e la n d s c a p e p l a n s h a l l be r e v i s e d t o s h o w st a g g e r e d t r e e p l a n t i n g a l o n g t h i s f r o n t a g e to a l l o w s i g h t l i n e s t h r o u g h t h e t r e e s a s t h e y gr o w a n d r e a c h m a t u r i t y ; o r , t h e t r e e s a n d la n d s c a p i n g s h a l l b e m a i n t a i n e d t o p r o v i d e a v i e w f r o m 2 . 5 t o 6 f e e t a b o v e g r a d e . T h e la n d s c a p e p l a n s h a l l b e r e v i s e d t o n o t e ei t h e r r e q u i r e m e n t , s h o w t h e l i n e - o f - s i g h t tr i a n g l e s a n d n o t t h e r e q u i r e m e n t . T h e s e no t e s s h a l l b e o n t h e b u i l d i n g p l a n s t h a t a r e a p a r t o f t h e b u i l d i n g p e r m i t i s s u a n c e . T h e no t e s h a l l b e m a d e o n t h e p l a n s i n co n f o r m a n c e w i t h t h e l i n e s o f s i g h t  Ap p l i c a n t s h a l l m a k e t h e n o t e s o n t h e pl a n s s u b m i t t e d a s p a r t o f t h e b u i l d i n g pe r m i t r e v i e w p r o c e s s i n c o n f o r m a n c e wi t h m i t i g a t i o n 1 5 . A p p l i c a n t o r de s i g n e e s h a l l m a i n t a i n l a n d s c a p i n g f o r th e l i f e o f t h e P r o j e c t a s s p e c i f i e d .  No t e s s h a l l b e s h o w n o n p l a n s t h a t a r e ap p r o v e d f o r b u i l d i n g p e r m i t s .  Mo n i t o r e d b y t h e P r o j e c t P l a n n e r a s p a r t of t h e p e r m i t p r o c e s s . DRA F T EI R / 2. 0 EX E C U T I V E SU M M A R Y 47 5 ECC L E S AVE N U E , SOU T H SAN FRA N C I S C O , CAL I F O R N I A PAG E 2- 1 0 2. 0 EX E C U T I V E SUMMARY LE S S TH A N SI G N I F I C A N T IM P A C T S WI T H MI T I G A T I O N MI T I G A T I O N MONITORING IMP A C T S A N D MIT I G A T I O N S I MP L E M E N T A T I O N /MONITORING # I MP A C T M IT I G A T I O N P AR T Y / AGE N C Y /TIMING re q u i r e d a s s e t f o r t h i n T r a f f i c F i g u r e 2 4 t o in s u r e t h a t t h e m i t i g a t i o n i s p e r m a n e n t l y ma i n t a i n e d . 16 On - s i t e c i r c u l a t i o n w o u l d a d e q u a t e l y c o n f o r m t o Ci t y g u i d e l i n e s a n d g o o d t r a f f i c e n g i n e e r i n g pr a c t i c e w i t h t h e e x c e p t i o n o f t h e f i r s t i n t e r n a l in t e r s e c t i o n a t t h e s o u t h e rn d r i v e w a y w h i c h c o u l d re s u l t i n r i g h t - o f - w a y c o n f l i c t s . Th e a p p l i c a n t s h a l l p r o v i d e s t o p s i g n co n t r o l o n t h e s o u t h b o u n d p a r k i n g a i s l e ap p r o a c h t o t h e s o u t h d r i v e w a y a d j a c e n t t o th e s o u t h e a s t c o r n e r o f t h e g a r a g e , s h o w th e s t o p s i g n o n t h e b u i l d i n g p e r m i t p l a n s an d e m p l a c e t h e s i g n p r i o r t o i s s u a n c e o f a ce r t i f i c a t e o f o c c u p a n c y .  Ap p l i c a n t s h a l l m a k e t h e n o t e s o n t h e pl a n s s u b m i t t e d a s p a r t o f t h e b u i l d i n g pe r m i t r e v i e w p r o c e s s i n c o n f o r m a n c e wi t h m i t i g a t i o n 1 6 .  Pr i o r t o i s s u a n c e o f a c e r t i f i c a t e o f oc c u p a n c y t h e s t o p s i g n s h a l l b e i n p l a c e .  Mo n i t o r e d b y t h e P r o j e c t P l a n n e r a s p a r t of t h e p e r m i t p r o c e s s . SI G N I F I C A N T AN D UN A V O I D A B L E IM P A C T S IMP A C T S W I T H NO MIT I G A T I O N AVA I L A B L E # IMP A C T 9B Th e P r o j e c t w o u l d i n c r e a s e y e a r 2 0 1 5 A M p e a k h o u r w i t h o u t P r o j e c t t r a f f i c v o l u m e s b y 2 . 3 p e r c e n t a t t h e U . S . 1 0 1 S o u t h b o u n d O f f -Ramp (Flyover) di v e r g e t o t h e O y s t e r P o i n t B o u l e v a r d / G a t e w a y B o u l e v ar d I n t e r s e c t i o n . T h e P r o j e c t w o u l d i n c r e a s e o f f -ra m p v o l u m e s f r o m 1 , 7 6 2 u p t o 1 , 8 0 3 ve h i c l e s w i t h 2 0 1 5 w i t h o u t P r o j e c t v o l u m e s a l r e a d y e x c e e d i n g t h e 1 , 5 0 0 v e h i c l e s p e r h o u r d i v e r g e c a p a c i ty l i m i t . 13 . A Th e P r o j e c t w o u l d i n c r e a s e t h e f r e q u e n c y o f b a c k u p s e x t e n d i n g t o t h e f r e e w a y m a in l i n e a t t h e U . S . 1 0 1 S o u t h b o u n d O f f - R a m p to Oyster Point Bo u l e v a r d / G a t e w a y B o u l e v a r d I n t e r s e c t i o n d u r i n g t h e A M P e a k H o u r . T h e P r o j e c t w o u l d i n c r e a s e v o l u m e s a t t h i s o f f - r a m p b y 1 . 4 p e rcent co m p a r e d t o Y e a r 2 0 3 5 w i t h o u t P r o j e c t v o lu m e s . T r a f f i c w o u l d b a c k u p t o t h e fr e e w a y m a i n l i n e m o r e f r e q u e n t l y . 13 . B Th e P r o j e c t w o u l d i n c r e a s e t h e f r e q u e n c y o f b a c k u p s e x t e n d i n g t o t h e f r e e w a y m a in l i n e a t t h e U . S . 1 0 1 N o r t h b o u n d O f f - R a m p to East Grand Av e n u e / E x e c u t i v e D r i v e I n t e r s e c t i o n d u r i n g t h e A M P e a k Ho u r . T h e P r o j e c t w o u l d i n c r e a s e v o l u m e s a t t h i s o f f -ra m p b y 1 . 3 p e r c e n t c o m p a r e d t o Ye a r 2 0 3 5 w i t h o u t P r o j e c t v o l u m e s . Tr a f f i c w o u l d b a c k u p t o t h e f r e e wa y m a i n l i n e m o r e f r e q u e n t l y . 13 . C Im p l e m e n t a t i o n o f t h e P r o j e c t w o u l d i n c r e a s e y e a r 2 0 3 5 A M p e ak h o u r w i t h o u t P r o j e c t t r a f f i c vo l u m e s b y 1 . 4 p e r c e n t a t t h e U.S. 101 Southbound Of f -Ra m p ( F l y o v e r ) d i v e r g e t o t h e O y s t e r P o i n t B o u l e v a r d / G a t e w a y B o u l e v a r d I n t e r s e c t i o n . T h e P r o j e c t w o u l d i n c r e a s e o f f -ramp volumes from 2, 4 5 4 u p t o 2 , 4 8 8 v e h i c l e s w i t h 2 0 3 5 w i t h o u t P r o j e c t v o l u m e s a l r e a d y e x ce e d i n g 1 , 5 0 0 v e h i c l e s p e r h o u r c a p a c i t y o f t h e o f f - r a m p . 13 . D Th e P r o j e c t w o u l d i n c r e a s e P M p e a k h o ur o n - r a m p v o l u m e s b y m o r e t h a n 1 p e r c e n t o n t h e U . S . 1 0 1 N o r t h b o u n d O n e - L a n e O n - R a m p from the Oy s t e r P o i n t B o u l e v a r d / D u b u q u e A v en u e I n t e r s e c t i o n . V o l u m e s w o u l d be i n c r e a s e d b y 1 . 1 p e r c e n t ( f ro m 2 , 5 7 2 u p t o 2 , 6 0 1 v e h i c l e s ) with Year 2035 wi t h o u t P r o j e c t v o l u m e s a l r e a d y e x c e e d i n g t h e o n -ra m p c a p a c i t y o f 2 , 2 0 0 v e h i c l e s p e r h o u r . DRA F T EI R / 2. 0 EX E C U T I V E SU M M A R Y 47 5 ECC L E S AVE N U E , SOU T H SAN FRA N C I S C O , CAL I F O R N I A PAG E 2- 1 1 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:16-214,Version:1 Motion to waive reading and adopt an Ordinance adopting a Development Agreement for the development of a 6.1 acre Site for the 475 Eccles Avenue project in the Business and Technology Park Zoning District. WHEREAS,BMR-475 Eccles Avenue LLC (“Applicant”)owns property consisting of approximately six and one-tenth (6.1)acres located at 475 Eccles Avenue of the City of South San Francisco,San Mateo County, California (“Project Site”); and WHEREAS,Applicant desires to develop the 475 Eccles Avenue Office/Research and Development Campus Project (“Project”)with an office/research and development (“R&D”)campus and recreational open space uses; and WHEREAS,Applicant seeks approval of Use Permit,Design Review,Alternative Landscape Plan and a Transportation Demand Management (“TDM”)Plan,which would authorize the construction of an office/R&D development at an FAR of 1.0 with up to a total of 262,287 square feet; and WHEREAS,as part of its application,the Applicant has sought approval of a Development Agreement,which would clarify and obligate several project features and mitigation measures,including payment of existing fees (such as the East of 101 Traffic Impact Fee,Oyster Point Grade Overpass Contribution Fee,East of 101 Sewer Impact Fee,Sewer Capacity Fee,General Plan Maintenance Fee,Childcare Impact Fee,and Public Safety Impact Fee), and certain other fees (including a Transit Station Enhancement Fee and Park-in-Lieu Fee); and WHEREAS,approval of the Applicant’s proposal is considered a “project”for purposes of the California Environmental Quality Act, Pub. Resources Code, §§ 21000,et seq. (“CEQA”); and WHEREAS,by separate Resolution,the City Council adopted an Environmental Impact Report (“EIR”), Mitigation Monitoring and Reporting Program and Statement of Overriding Considerations on July 27,2016 in accordance with the provisions of CEQA and the CEQA Guidelines,which analyzed the potential environmental impacts of the Project; and WHEREAS,the Planning Commission for the City of South San Francisco held a lawfully noticed public hearing on March 3,2016 to solicit public comment and consider the EIR and the proposed entitlements and take public testimony,at the conclusion of which,the Planning Commission recommended that the City Council adopt the EIR,conditionally approved the entitlements subject to the City Council’s review of the Project, and recommended that the City Council approve the Development Agreement; and WHEREAS,the City Council held duly noticed public hearings on May 25,2016 and on July 27,2016 to consider the Project entitlements and Development Agreement, and take public testimony. NOW, THEREFORE, the City Council of the City of South San Francisco does hereby ordain as follows: SECTION 1.Findings. City of South San Francisco Printed on 8/19/2016Page 1 of 4 powered by Legistar™ File #:16-214,Version:1 That based on the entirety of the record before it,which includes without limitation,the California Environmental Quality Act,Public Resources Code §21000,et seq.(“CEQA”)and the CEQA Guidelines,14 California Code of Regulations §15000,et seq.;the South San Francisco General Plan and General Plan EIR; the South San Francisco Municipal Code;the Project applications;the 475 Eccles Avenue Project Plans,as prepared by CAS Architects,Inc.,dated September 19,2014;the Preliminary Transportation Demand Management Plan,as prepared by Fehr &Peers,dated February 2016;the 475 Eccles Avenue EIR,including the Draft and Final EIR and all appendices thereto;all site plans,and all reports,minutes,and public testimony submitted as part of the Planning Commission’s meeting held on March 3,2016;all reports,minutes,and public testimony submitted as part of the City Council’s duly noticed public hearings on May 25,2016 and on July 27,2016;and any other evidence (within the meaning of Public Resources Code §21080(e)and §21082.2), the City Council of the City of South San Francisco hereby finds as follows: A.The foregoing Recitals are true and correct and made a part of this Ordinance. B.The proposed Development Agreement (attached as Exhibit A),is incorporated by reference and made a part of this Ordinance, as if set forth fully herein. C.The documents and other material constituting the record for these proceedings are located at the Planning Division for the City of South San Francisco,315 Maple Avenue,South San Francisco,CA 94080, and in the custody of Chief Planner, Sailesh Mehra. D.The Development Agreement and proposed Project are consistent with the objectives,policies,general land uses and programs specified in the General Plan by developing a high technology campus in the East of 101 Area,allowing for employee-serving services,and requiring the preparation of a TDM Plan to reduce congestion impacts.Consistent with these policies,the 475 Eccles Avenue Project provides for the phased construction of an office/R&D development at an FAR of 1.0,as well as employee- serving amenities pursuant to a preliminary Transportation Demand Management Plan,subject to the terms of the Project entitlements including the proposed Development Agreement.Approval of the Project,including the proposed Development Agreement,will not impede achievement of General Plan policies. E.The City Council has independently reviewed the proposed Development Agreement,the General Plan, the South San Francisco Municipal Code,and applicable state and federal law,including Government Code section 65864,et seq.,and has determined that the proposed Development Agreement complies with all applicable zoning,subdivision,and building regulations and with the General Plan.The development contemplated in the Project and Development Agreement is consistent with the Zoning standards.This finding is based upon all evidence in the Record as a whole,including,but not limited to:the City Council’s independent review of these documents,oral and written evidence submitted at the public hearings on the Project, including advice and recommendations from City staff. F.The proposed Development Agreement for the Project states its specific duration.This finding is based upon all evidence in the Record as a whole,including,but not limited to:the City Council’s independent review of the proposed Development Agreement and its determination that Section 2 of the Development Agreement states that the Development Agreement shall expire twelve (12)years from the effective date of this Ordinance,unless (and then only to the extent)such date is extended pursuant to the terms in Section 2 of the Development Agreement. G.The proposed Development Agreement incorporates the permitted uses,density and intensity of use forCity of South San Francisco Printed on 8/19/2016Page 2 of 4 powered by Legistar™ File #:16-214,Version:1 G.The proposed Development Agreement incorporates the permitted uses,density and intensity of use for the property subject thereto,as reflected in the proposed Project (P11-0101),Environmental Impact Report (EIR12-0001),Use Permit (UP11-0011),Design Review (DR11-0039),Transportation Demand Management Plan (TDM11-0001)and Development Agreement (DA13-0001).This finding is based upon all evidence in the Record as a whole,including,but not limited to,the City Council’s independent review of the proposed Development Agreement and its determination that the Development Agreement sets forth the Project approvals, development standards, and the documents constituting the Project. H.The proposed Development Agreement states the maximum permitted height and size of proposed buildings on the property subject thereto.This finding is based upon all evidence in the Record as a whole,including,but not limited to,the City Council’s independent review of the proposed Development Agreement and its determination that the Development Agreement sets forth and incorporates the documents which state the maximum permitted height and size of buildings. I.The proposed Development Agreement states specific provisions for reservation or dedication of land for public purposes.This finding is based on all evidence in the Record as a whole,including,but not limited to the City Council’s independent review of the Development Agreement and its determination that the Development Agreement sets forth and incorporates the documents that identify any such reservations or dedications of land. SECTION 2.Approval of Development Agreement. A.The City Council of the City of South San Francisco hereby approves the Development Agreement with BMR - 475 Eccles Avenue LLC, attached hereto as Exhibit A and incorporated herein by reference. B.The City Council further authorizes the City Manager to execute the Development Agreement,on behalf of the City,in substantially the form attached as Exhibit A,and to make revisions to such Agreement,subject to the approval of the City Attorney,which do not materially or substantially increase the City’s obligations thereunder. SECTION 3.Severability. If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid or unconstitutional,the remainder of this Ordinance,including the application of such part or provision to other persons or circumstances shall not be affected thereby and shall continue in full force and effect.To this end, provisions of this Ordinance are severable.The City Council of the City of South San Francisco hereby declares that it would have passed each section,subsection,subdivision,paragraph,sentence,clause,or phrase hereof irrespective of the fact that any one or more sections,subsections,subdivisions,paragraphs,sentences, clauses, or phrases be held unconstitutional, invalid, or unenforceable. SECTION 4.Publication and Effective Date. Pursuant to the provisions of Government Code Section 36933,a summary of this Ordinance shall be prepared by the City Attorney.At least five (5)days prior to the Council meeting at which this Ordinance is scheduled to be adopted,the City Clerk shall (1)publish the Summary,and (2)post in the City Clerk’s Office a certified copy of this Ordinance.Within fifteen (15)days after the adoption of this Ordinance,the City Clerk shall (1) publish the summary,and (2)post in the City Clerk’s Office a certified copy of the full text of this Ordinance along with the names of those City Council members voting for and against this Ordinance or otherwise voting. City of South San Francisco Printed on 8/19/2016Page 3 of 4 powered by Legistar™ File #:16-214,Version:1 This Ordinance shall become effective thirty (30) days from and after its adoption. ***** City of South San Francisco Printed on 8/19/2016Page 4 of 4 powered by Legistar™ D R A F T 3/3/2016 - 1 - DEVELOPMENT AGREEMENT [Life Science Campus at 475 Eccles Avenue] This DEVELOPMENT AGREEMENT FOR THE LIFE SCIENCE CAMPUS AT 475 ECCLES AVENUE is dated _________, 2016 (“Agreement”), between BMR-475 ECCLES AVENUE LLC, A DELAWARE LIMITED LIABILITY COMPANY (“Owner”), and the CITY OF SOUTH SAN FRANCISCO, a municipal corporation organized and existing under the laws of the State of California (“City”), on the other hand. Owner and the City are collectively referred to herein as “Parties.” R E C I T A L S A. WHEREAS, California Government Code (“Government Code”) Sections 65864 through 65869.5 authorize the City to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property or on behalf of those persons having same; and B. WHEREAS, pursuant to Government Code Section 65865, the City has adopted rules and regulations, embodied in Chapter 19.60 of the South San Francisco Municipal Code (“Municipal Code” or “SSFMC”), establishing procedures and requirements for adoption and execution of development agreements; and C. WHEREAS, this Agreement concerns property consisting of a six and one-tenth (6.1) acre site located at 475 Eccles Avenue, in the East of 101 Area Plan as shown and more particularly described in Exhibit A, attached (the “Property”); and D. WHEREAS, Owner has a legal or equitable interest in the Property subject to this Agreement; and E. WHEREAS, Owner has submitted a development proposal to the City that would permit the development of the Property as depicted in the [Project Documents], prepared by CAS Architects, Reed Associates and Kier & Wright attached hereto as Exhibit B; and F. WHEREAS, prior to or concurrently with approval of this Agreement, following review and recommendation by the Planning Commission and after a duly noticed public hearing, the City Council, by Resolution No. [_____], certified a final environmental impact report covering the Project (“EIR”) and adopted written findings, Conditions of Project Approval (“Conditions of Approval”) and a Mitigation Monitoring and Reporting Program (“MMRP”), which Conditions of Approval and MMRP are attached as Exhibit C); and G. WHEREAS, prior to or concurrently with approval of this Agreement, following review and recommendation by the Planning Commission and after a duly noticed public hearing, the City Council, by Resolution No. [____], approved a conditional use permit to allow Owner to increase the base floor area ratio (“FAR”) from five tenths (0.5) to one (1.0) based on an approved “Incentives Program” as provided in Municipal Code Section 20.110.003; and D R A F T 3/3/2016 - 2 - H. WHEREAS, all proceedings necessary for the valid adoption and execution of this Agreement have taken place in accordance with Government Code Sections 65864 through 65869.5, the California Environmental Quality Act (“CEQA”), and Chapter 19.60 of the Municipal Code; and I. WHEREAS, the City Council and the Planning Commission have found that this Agreement is consistent with the objectives, policies, general land uses and programs specified in the South San Francisco General Plan as adopted on October 13, 1999 and as amended from time to time; and J. WHEREAS, on _______, 2016, the City Council adopted Ordinance No. _________ approving and adopting this Agreement and the Ordinance thereafter took effect on ________, 2016. A G R E E M E N T NOW, THEREFORE, the Parties, pursuant to the authority contained in Government Code Sections 65864 through 65869.5 and Chapter 19.60 of the Municipal Code and in consideration of the mutual covenants and agreements contained herein, agree as follows: 1. Effective Date Pursuant to Section 19.60.140 of the Municipal Code, notwithstanding the fact that the City Council adopts an ordinance approving this Agreement, this Agreement shall be effective and shall only create obligations for the Parties from and after the date that the ordinance approving this Agreement takes effect (“Effective Date”). 2. Duration This Agreement shall expire twelve (12) years from the Effective Date, but in no event later than December 31, 2028. Notwithstanding the foregoing, if litigation against the Owner (or any of its officers, agents, employees, contractors, representatives or consultants) to which the City also is a party should delay implementation or construction on the Property of the “Project” (as defined in Section 3 below), the expiration date of this Agreement shall be extended for a period equal to the length of time from the time the summons and complaint is served on the defendant(s) until the judgment entered by the court is final, and not subject to appeal; provided, however, that the total amount of time for which the expiration date shall be extended as a result of such litigation shall not exceed five (5) years. 3. Project Description; Development Standards For Project The project to be developed on the Property pursuant to this Agreement (the “Project”) shall consist of the phased replacement of existing buildings on the 6.1-acre project site and construction of two new buildings and one parking structure, in multiple phases from 2016 to 2028, and exterior landscaping and driveways, and other related improvements, to create a connected, pedestrian-friendly campus-style development, as more particularly described in the Project Documents and as approved by the City Council. D R A F T 3/3/2016 - 3 - (a) The permitted uses, the density and intensity of uses, the maximum heights, locations and total area of the proposed buildings, the development schedule, the provisions for vehicular access and parking, any reservation or dedication of land, any public improvements, facilities and services, and all environmental impact mitigation measures imposed as approval conditions for the Project shall be exclusively those provided in the City Council resolutions required to implement the Project, the EIR dated [ _______ ], this Agreement, and the applicable ordinances in effect as of the Effective Date, except as modified in this Agreement. The Project will be redeveloped in one or two phases, at Owner’s election. Each phase of development will adhere to the governing Municipal Code provisions applicable to the Property as of the Effective Date (except as modified by this Agreement), as well as the Conditions of Approval and the MMRP set forth in Exhibit C hereto. (b) Subject to Owner’s fulfillment of its obligations under this Agreement, upon the Effective Date of this Agreement, the City hereby grants to Owner a vested right to develop and construct on the Property all the improvements for the Project authorized by, and in accordance with, the terms of this Agreement and the applicable ordinances in effect as of the Effective Date. (c) Upon such grant of right, no future amendments to the City General Plan, the Cit y Zoning Code, the Municipal Code, or other City ordinances, policies or regulations in effect as of the Effective Date shall apply to the Project, except such future modifications that are not in conflict with and do not prevent implementation of the Project; provided, however, that nothing in this Agreement shall prevent or preclude the City from adopting any land use regulations or amendments expressly permitted herein or otherwise required by State or Federal Law. (d) Owner shall cause the Project to be submitted for certification pursuant to the Leadership in Energy and Environmental Design (“LEED”) Green Building Rating System of the U.S. Green Building Council or other industry equivalent agency. Owner shall use good faith efforts to achieve a “Silver” (or higher) rating, pursuant to the LEED Green Building Rating System; provided, however, that Owner shall not be in default under this Agreement if, notwithstanding Owner’s good faith efforts, the Project does not receive a “Silver” (or higher) rating. 4. Permits for Project All required permits for the Project (“Project Permits”) shall comply with all applicable Uniform Codes, the Municipal Code in effect as of the Effective Date, CEQA requirements (including any required mitigation measures) and Federal and State Laws. D R A F T 3/3/2016 - 4 - 5. Vesting of Approvals Upon the City’s approval of this Agreement, the approval shall be vested in Owner and its successors and assigns for the term of this Agreement, provided that the successors and assigns comply with the terms and conditions of the Agreement, including, but not limited to, submission of insurance certificates and bonds for the grading of the Property and construction of improvements. 6. Cooperation Between Parties in Implementation of this Agreement It is the Parties’ express intent to cooperate with one another and diligently work to implement all land use and building approvals for development of the Property in accordance with the terms of this Agreement. Accordingly, Owner and the City shall proceed in a reasonable and timely manner, in compliance with the deadlines mandated by applicable agreements, statutes or ordinances, to complete all steps necessary for implementation of this Agreement and development of the Property in accordance with the terms of this Agreement. The City shall proceed in an expeditious manner to complete all actions required for the development of the Project, including, but not limited to, the following: (a) Scheduling all required public hearings by the City Council and City Planning Commission; and (b) Processing and checking all maps, plans, permits, building plans and specifications and other plans relating to development of the Property filed by Owner or its nominee, successor or assign as necessary for development of the Property, and inspecting and providing acceptance of or comments on work by Owner that requires acceptance or approval by the City. Owner, in a timely manner, shall provide the City with all documents, applications, plans and other information necessary for the City to carry out its obligations hereunder and to cause its planners, engineers and all other consultants to submit in a timely manner all necessary materials and documents. 7. Acquisition of Other Property; Eminent Domain In order to facilitate and insure development of the Project in accordance with the City Council’s approval, the City may assist Owner, at Owner’s request and at Owner’s sole cost and expense, in acquiring any easements or properties necessary for the satisfaction and completion of any off-site components of the Project required by the City to be constructed or obtained by Owner in the City’s approval of the Project, in the event Owner is unable to acquire such easements or properties or is unable to secure the necessary agreements with the applicable property owners for such easements or properties. Owner expressly acknowledges that the City is under no obligation to use its power of Eminent Domain. D R A F T 3/3/2016 - 5 - 8. Maintenance Obligations on Property All of the Property subject to this Agreement shall be maintained by Owner or its successors in perpetuity in accordance with City requirements to prevent accumulation of litter and trash, to keep weeds abated, to provide erosion control, and to comply with other requirements set forth in the Municipal Code, subject to City approval as permitted or required by the Municipal Code. (a) If Owner subdivides the property or otherwise transfers ownership of a parcel or building in the Project to any person or entity such that the Owner, or Owner’s member, partner, parent, or subsidiary, no longer owns a majority interest in a parcel or building in the Project, Owner shall first establish an Owner’s Association and submit Conditions, Covenants and Restrictions (“CC&Rs”) to the City for review and approval by the City Attorney not to be unreasonably withheld, conditioned or delayed. Said CC&Rs shall satisfy the requirements of Section 19.36.040 of the Municipal Code. (b) Any provisions of said CC&Rs governing the Project relating to the maintenance obligations under this section shall be enforceable by the City. 9. New Taxes Any subsequently enacted City-wide taxes shall apply to the Property, provided that: (i) the application of such taxes to the Property is prospective; and (ii) the application of such taxes would not prevent development in accordance with this Agreement. 10. Assessments Nothing herein shall be construed to relieve the Property from common benefit assessments levied against it and similarly situated properties by the City pursuant to and in accordance with any statutory procedure for the assessment of property to pay for infrastructure and/or services that benefit the Property. 11. Additional Conditions Owner shall comply with all of the following requirements: (a) Fees. Owner shall not be responsible for any fees imposed by the City in connection with the development and construction of the Project, except as outlined in Exhibit D attached hereto and incorporated herein. No fee requirements (other than those identified herein) imposed by the City on or after the Effective Date and no changes to existing fee requirements (except those currently subject to periodic adjustments as specified in the adopting or implementing resolutions and ordinances) that occurred on or after the Effective Date, shall apply to the Project. Any application, processing, administrative, legal and inspection fees that are revised during the term of this Agreement shall apply to the Project provided that (i) such fees have general applicability; (ii) the D R A F T 3/3/2016 - 6 - application of such fees to the Property is prospective; and (iii) the application of such fees would not prevent development in accordance with this Agreement. (b) Transportation Demand Management Plan. Owner shall prepare an annual Transportation Demand Management (TDM) report, and submit same to City, to document the effectiveness of the TDM plan in achieving the goal of 35% alternative mode usage by employees within the Project when the Project is built out to a 1.0 FAR or less The TDM report will be prepared by an independent consultant, retained by City with the approval of Owner (which approval shall not be unreasonably withheld or delayed) and paid for by Owner, which consultant will work in concert with Owner’s TDM coordinator. The TDM report will include a determination of historical employee commute methods, which information shall be obtained by survey of all employees working in the redeveloped buildings on the Property. All non-responses to the employee commute survey will be counted as a drive alone trip. TDM monitoring shall be required and conducted pursuant to South San Francisco Municipal Code, Chapter 20.400, as that Chapter may be revised, amended, or reorganized from time to time. 1) TDM Reports: The initial TDM report for each redeveloped building on the Property will be submitted two (2) years after the granting of a certificate of occupancy with respect to the building, and this requirement will apply to all of the redeveloped buildings on the Property except the parking facility. The second and all later reports with respect to each building shall be included in an annual comprehensive TDM report submitted to City covering all of the redeveloped buildings on the Property which are submitting their second or later TDM reports. 2) Report Requirements: The goal of the TDM program is to encourage alternative mode usage, as defined in Chapter 20.400 of the South San Francisco Municipal Code. The initial TDM report shall either: (1) state that the applicable property has achieved the Targeted Alternative Mode Usage, based on the number of employees in the redeveloped buildings at the time, providing supporting statistics and analysis to establish attainment of the goal; or (2) state that the applicable property has not achieved the Targeted Alternative Mode Usage, providing an explanation of how and why the goal has not been reached, and a description of additional measures that will be adopted in the coming year to attain the Targeted Alternative Mode Usage. 3) Penalty for Non-Compliance: If after the initial TDM report, subsequent annual reports indicate that, in spite of the changes in the TDM plan, the Targeted Alternative Mode Usage is still not being achieved, or if Owner fails to submit such a TDM report at the times described above, City may assess Owner a penalty in the amount of Fifteen Thousand Dollars ($15,000.00) per year for each percentage point that the actual alternative mode usage is below the Targeted Alternative Mode Usage goal. D R A F T 3/3/2016 - 7 - i. In determining whether a financial penalty is appropriate, City may consider whether Owner has made a good faith effort to meet the TDM goals. ii. If City determines that Owner has made a good faith effort to meet the TDM goals but a penalty is still imposed, and such penalty is imposed within the first three (3) years of the TDM plan (commencing with the first year in which a penalty could be imposed), such penalty sums, in the City’s sole discretion, may be used by Owner toward the implementation of the TDM plan instead of being paid to City. If the penalty is used to implement the TDM Plan, an Implementation Plan shall be reviewed and approved by the City prior to expending any penalty funds. iii. Notwithstanding the foregoing, the amount of any penalty shall bear the same relationship to the maximum penalty as the completed construction to which the penalty applies bears to the maximum amount of square feet of Office, Commercial, Retail and Research and Development use permitted to be constructed on the Property. For example, if there is 200,000 square feet of completed construction on the Property included within the TDM report with respect to which the penalty is imposed, the penalty would be determined by multiplying Fifteen Thousand Dollars ($15,000.00) times a fraction, the numerator of which is 200,000 square feet and the denominator of which is the maximum amount of square feet of building construction, excluding parking facilities, permitted on the Property; this amount would then be multiplied by the number of percentage points that the actual alternative mode usage is below the Targeted Alternative Mode Usage goal. iv. The provisions of this section are incorporated as Conditions of Approval for the Project and shall be included in the approved TDM for the Project. (c) EIR. The Parties will adhere to the Conditions of Approval for the Project and the Mitigations which result from the EIR and MMRP. Entitlement review for future Project phases will be limited in scope, so long as consistent with the EIR and the Project Documents. (d) Climate Action Plan. The Project shall comply with the City of South San Francisco Climate Action Plan Adopted February 13, 2014 (the “CAP”). The applicable measures from the CAP are as follows: 1) Measure 2.1, Action 5 (provide conduit for future electric vehicle charging installations); D R A F T 3/3/2016 - 8 - 2) Measure 3.4, Action 1 (encourage high-albedo surfaces, as identified in voluntary CALGreen standards) 3) Measure 4.1, Action 2 (requiring construction of new nonresidential conditioned space 5,000 square feet or more to comply with one of the following standards: (i) Meet a minimum of 50% of modeled building electricity needs with on-site renewable energy sources; (ii) participate in a power purchase agreement to offset a minimum of 50% of modeled building electricity use; (iii) comply with CALGreen Tier 2 energy efficiency requirements to exceed mandatory efficiency requirements by 20% or more.) To comply with this Measure 4.1, Action 2, the Project must demonstrate that it is projected to achieve the CAP target of a 50% or 20% reduction (or offset) below the energy demand that would result if the Project were built under the assumptions used in the CAP’s Adjusted Business As Usual (ABAU) projections. 4) Measure 4.1, Action 3 (install conduit to accommodate wiring for solar); and 5) Measure 6.1, Action 2 (Revitalize implementation and enforcement of the Water Efficient Landscape Ordinance by undertaking one of the following: (i) establishing a variable-speed pump exchange for water features; (ii) limiting turf area in commercial and large multi-family projects; (iii) restricting hours of irrigation to occur between 3:00 a.m. and two hours after sunrise; (iv) installing irrigation controllers with rain sensors; (v) landscaping with native, water-efficient plants; (vi) installing drip irrigation systems; (vii) reducing impervious surfaces. 12. Indemnity Owner agrees to indemnify, defend (with counsel selected by the City subject to the reasonable approval of Owner) and hold harmless the City, and its elected and appointed councils, boards, commissions, officers, agents, employees, and representatives from any and all claims, costs (including legal fees and costs) and liability for any personal injury or property damage which may arise directly or indirectly as a result of any actions or inactions by Owner, or any actions or inactions of Owner’s contractors, subcontractors, agents, or employees in connection with the construction, improvement, operation, or maintenance of the Project, provided that Owner shall have no indemnification obligation with respect to gross negligence or willful misconduct of the City, its contractors, subcontractors, agents or employees or with respect to the maintenance, use or condition of any public improvement after the time it has been dedicated to and accepted by the City or another public entity (except as provided in an improvement agreement or maintenance bond). D R A F T 3/3/2016 - 9 - 13. Interests of Other Owners Owner has no knowledge of any reason why Owner, and any other persons holding legal or equitable interests in the Property as of the Effective Date, will not be bound by this Agreement. 14. Assignment (a) Right to Assign. Owner may at any time or from time to time transfer its right, title or interest in or to all or any portion of the Property. In accordance with Government Code Section 65868.5, the burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to Owner. As a condition precedent to any such transfer, Owner shall require the transferee to acknowledge in writing that transferee has been informed, understands and agrees that the burdens and benefits under this Agreement relating to such transferred property shall be binding upon and inure to the benefit of the transferee. (b) Notice of Assignment or Transfer. No transfer, sale or assignment of Owner’s rights, interests and obligations under this Agreement shall occur without prior written notice to the City and approval by the City Manager, which approval shall not be unreasonably withheld, conditioned or delayed. The City Manager shall consider and decide the matter within ten (10) days after Owner’s notice, provided all necessary documents, certifications and other information evidencing the ability of the transferee’s ability to perform under this Agreement, are provided to the City Manager. (c) Exception for Notice. Notwithstanding Section 14(b), Owner may at any time, upon notice to the City but without the necessity of any approval by the City, transfer the Property or any part thereof and all or any part of Owner’s rights, interests and obligations under this Agreement to: (i) any subsidiary, affiliate, parent or other entity which controls, is controlled by or is under common control with Owner, (ii) any member or partner of Owner or any subsidiary, parent or affiliate of any such member or partner, or (iii) any successor or successors to Owner by merger, consolidation, non-bankruptcy reorganization or government action. As used in this subsection, “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies, whether through the ownership of voting securities, partnership interest, contracts (other than those that transfer Owner’s interest in the property to a third party not specifically identified in this subsection) or otherwise. (d) Release Upon Transfer. Upon the transfer, sale, or assignment of all of Owner’s rights, interests and obligations under this Agreement pursuant to Section 14(a), Section 14(b) or Section 14(c) of this Agreement, Owner shall be released from the obligations under this Agreement, with respect to the Property, or portion thereof, transferred, sold, or assigned, arising subsequent to the date of the City Manager’s approval of such transfer, sale, or assignment or the effective date of D R A F T 3/3/2016 - 10 - such transfer, sale or assignment, whichever occurs later; provided, however, that if any transferee, purchaser or assignee approved by the City Manager expressly assumes any right, interest or obligation of Owner under this Agreement, Owner shall be released with respect to such rights, interests and assumed obligations. In any event, the transferee, purchaser or assignee shall be subject to all the provisions hereof and shall provide all necessary documents, certifications and other necessary information prior to City Manager approval, where such approval is required as set forth in Section 14(b), above. (e) Owner’s Right to Retain Specified Rights or Obligations. Notwithstanding Section 14(a) and Section 14(c), Owner may withhold from a sale, transfer or assignment of this Agreement certain rights, interests and/or obligations which Owner shall retain, provided that Owner specifies such rights, interests and/or obligations in a written document to be appended to or maintained with this Agreement and recorded with the San Mateo County Recorder prior to or concurrently with the sale, transfer or assignment. Owner’s purchaser, transferee or assignee shall then have no interest in or obligations for such retained rights, interests and obligations and this Agreement shall remain applicable to Owner with respect to such retained rights, interests and/or obligations. (f) Time for Notice. Within ten (10) days of the date escrow closes on any such transfer, Owner shall notify the City in writing of the name and address of the transferee. Said notice shall include a statement as to the obligations, including any mitigation measures, fees, improvements or other conditions of approval, assumed by the transferee. Any transfer which does not comply with the notice requirements of this Section and Section 14(b) shall not release the Owner from its obligations to the City under this Agreement until such time as the City is provided notice in accordance with Section 14(b). 15. Insurance (a) Commercial General Liability Insurance. At all times that Owner is constructing any portion or phase of the Project, or any improvement related to any portion or phase of the Project, Owner shall maintain in effect a policy of commercial general liability insurance with a per-occurrence combined single limit of not less than [ten million dollars ($10,000,000.00)]. With the exception of workers’ compensation and employer’s liability, this insurance shall include City as an additional insured to the extent liability is caused by work or operations performed by or on behalf of Owner. (b) Workers Compensation Insurance. At all times that Owner is constructing any portion or phase of the Project, or any improvement related to any portion or phase of the Project, Owner shall maintain Worker’s Compensation insurance for all persons employed by Owner for work at the Project site. Owner shall require each contractor and subcontractor similarly to provide Worker’s Compensation insurance for its respective employees. Owner agrees to indemnify the City for D R A F T 3/3/2016 - 11 - any damage resulting from Owner’s failure to maintain any such required insurance. (c) Evidence of Insurance. Prior to commencement of any construction of any portion or phase of the Project, or any improvement related to any portion or phase of the Project, Owner shall furnish the City satisfactory evidence of the insurance required in subsections (a) and (b). 1) In the event of a reduction (below the limits required in this Agreement) or cancellation in coverage, or an adverse material change in insurance coverage and limits required in this Agreement, Owner shall, prior to such reduction, cancellation or change, provide at least ten (10) days’ prior written notice to the City, regardless of any notification by the applicable insurer. If the City discovers that the policies have been cancelled or reduced below the limits required in this Agreement and no notice has been provided by either insurer or Owner, said failure shall constitute a material breach of this Agreement. 2) In the event of a reduction (below the limits required by this Agreement) or cancellation in coverage, Owner shall have five (5) days in which to provide evidence of the required coverage during which time no persons shall enter the Property to construct improvements thereon, including construction activities related to the landscaping and common improvements. Additionally, no persons not employed by existing tenants shall enter the Property to perform such work until such time as the City receives evidence of substitute coverage. 3) If Owner fails to obtain substitute coverage within ten (10) days, the City may obtain, but is not required to obtain, substitute coverage and charge Owner the cost of such coverage plus an administrative fee equal to ten percent (10%) of the premium for said coverage. (d) The insurance shall include the City, its elective and appointive boards, commissions, officers, agents, employees and representatives as additional insureds on the policies. 16. Covenants Run With the Land The terms of this Agreement are legislative in nature, and apply to the Property as regulatory ordinances. During the term of this Agreement, all of the provisions, agreements, rights, powers, standards, terms, covenants and obligations contained in this Agreement shall run with the land and shall be binding upon the Parties and their respective heirs, successors (by merger, consolidation or otherwise) and assigns, devisees, administrators, representatives, lessees and all other persons or entities acquiring the Property, any lot, parcel or any portion thereof, and any interest therein, whether by sale, operation of law or other manner, and they shall inure to the benefit of the Parties and their respective successors. D R A F T 3/3/2016 - 12 - 17. Conflict With State or Federal Law In the event that State or Federal laws or regulations, enacted after the Effective Date, prevent or preclude compliance with one or more provisions of this Agreement, such provisions of this Agreement shall be modified (in accordance with Section 18 set forth below) or suspended as may be necessary to comply with such State or Federal laws or regulations. Notwithstanding the foregoing, Owner shall have the right to challenge, at its sole cost, in a court of competent jurisdiction, the law or regulation preventing compliance with the terms of this Agreement and, if the challenge in a court of competent jurisdiction is successful, this Agreement shall remain unmodified and in full force and effect. 18. Procedure for Modification Because of Conflict With State or Federal Laws In the event that State or Federal laws or regulations enacted after the Effective Date prevent or preclude compliance with one or more provisions of this Agreement or require changes in plans, maps or permits approved by the City, the Parties shall meet and confer in good faith in a reasonable attempt to modify this Agreement to comply with such State or Federal law or regulation. Any such amendment or suspension of the Agreement shall be approved by the City Council in accordance with Chapter 19.60 of the Municipal Code. 19. Periodic Review (a) During the term of this Agreement, the City shall conduct “annual” and/or “special” reviews of Owner’s good faith compliance with the terms and conditions of this Agreement in accordance with the procedures set forth in Chapter 19.60 of the Municipal Code. The City may recover reasonable costs incurred in conducting said review, including staff time expended and reasonable attorneys’ fees. (b) At least five (5) calendar days prior to any hearing on any annual or special review, the City shall mail Owner a copy of all staff reports and, to the extent practical, related exhibits. Owner shall be permitted an opportunity to be heard orally or in writing regarding its performance under this Agreement before the City Council or, if the matter is referred to the Planning Commission, then before said Commission. Following completion of any annual or special review, the City shall give Owner a written Notice of Action, which Notice shall include a determination, based upon information known or made known to the City Council or the City’s Planning Director as of the date of such review, whether Owner is in default under this Agreement and, if so, the alleged nature of the default, a reasonable period to cure such default, and suggested or potential actions that the City may take if such default is not cured by Owner. D R A F T 3/3/2016 - 13 - 20. Amendment or Cancellation of Agreement This Agreement may be further amended or terminated only in writing and in the manner set forth in Government Code Sections 65865.1, 65867.5, 65868, 65868.5 and Chapter 19.60 of the Municipal Code. 21. Agreement is Entire Agreement This Agreement and all exhibits attached hereto or incorporated herein contain the sole and entire agreement between the Parties concerning Owner’s entitlements to develop the Property. The Parties acknowledge and agree that neither of them has made any representation with respect to the subject matter of this Agreement or any representations inducing the execution and delivery hereof, except representations set forth herein, and each Party acknowledges that it has relied on its own judgment in entering this Agreement. The Parties further acknowledge that all statements or representations that heretofore may have been made by either of them to the other are void and of no effect, and that neither of them has relied thereon in its dealings with the other. 22. Events of Default Failure by either Party to perform any material term or provision of this Agreement shall constitute a default. Owner shall also specifically be in default under this Agreement upon the happening of one or more of the following events: (a) If a warranty, representation or statement made or furnished by Owner to the City is false or proves to have been false in any material respect when it was made; or, (b) A finding and determination by the City made following an annual or special review under the procedure provided for in Government Code Section 65865.1 and Chapter 19.60 of the Municipal Code that, upon the basis of substantial evidence, Owner has not complied in good faith with the terms and conditions of this Agreement; or, (c) Owner fails to fulfill any of its obligations set forth in this Agreement and such failure continues beyond any applicable cure period provided in this Agreement. This provision shall not be interpreted to create a cure period for any event of default where such cure period is not specifically provided for in this Agreement. 23. Procedure Upon Default (a) Upon the occurrence of an event of default, either Party may terminate or modify this Agreement in accordance with the provisions of Government Code Section 65865.1 and of Chapter 19.60 of the Municipal Code, provided Section 23(e) has been complied with. (b) The City shall not be deemed to have waived any claim of defect in Owner’s performance if, on annual or special review, the City does not propose to terminate this Agreement. D R A F T 3/3/2016 - 14 - (c) No waiver or failure by the City or Owner to enforce any provision of this Agreement shall be deemed to be a waiver of any provision of this Agreement or of any subsequent breach of the same or any other provision. (d) Any actions for breach of this Agreement shall be decided in accordance with California law. The remedy for breach of this Agreement shall be limited to specific performance and attorneys’ fees as provided in Section 24(a). (e) The non-defaulting Party shall give the defaulting Party written notice of any default under this Agreement, and the defaulting Party shall have thirty (30) days after the date of the notice to cure the default or to reasonably commence the procedures or actions needed to cure the default; provided, however, that if such default is not capable of being cured within such thirty (30) day period, the defaulting Party shall have such additional time to cure as is reasonably necessary. 24. Attorneys’ Fees and Costs (a) Action by Party. If legal action by either Party is brought because of breach of this Agreement or to enforce a provision of this Agreement, the prevailing Party is entitled to reasonable attorneys’ fees and court costs. (b) Action by Third Party. If any person or entity not a party to this Agreement initiates an action at law or in equity to challenge the validity of any provision of this Agreement or the Project approvals, the Parties shall cooperate in defending such action. Owner shall bear its own costs of defense as a real party in interest in any such action, and shall reimburse the City for all reasonable court costs and attorneys’ fees expended by the City in defense of any such action or other proceeding or payable to any prevailing plaintiff/petitioner. 25. Severability If any material term or condition of this Agreement is for any reason held by a final judgment of a court of competent jurisdiction to be invalid, and if the same constitutes a material change in the consideration for this Agreement, then either Party may elect in writing to invalidate this entire Agreement, and thereafter this entire Agreement shall be deemed null and void and of no further force or effect following such election. 26. No Third Parties Benefited No person other than the City, Owner, or their respective successors is intended to or shall have any right or claim under this Agreement, this Agreement being for the sole benefit and protection of the Parties and their respective successors. Similarly, no amendment or waiver of any provision of this Agreement shall require the consent or acknowledgment of any person not a party or successor to this Agreement. D R A F T 3/3/2016 - 15 - 27. Binding Effect of Agreement The provisions of this Agreement shall bind and inure to the benefit of the Parties originally named herein and their respective successors and assigns. 28. Relationship of Parties It is understood that this Agreement is a contract that has been negotiated and voluntarily entered into by the City and Owner and that Owner is not an agent of the City. The Parties do not intend to create a partnership, joint venture or any other joint business relationship by this Agreement. The City and Owner hereby renounce the existence of any form of joint venture or partnership between them, and agree that nothing contained herein or in any document executed in connection herewith shall be construed as making the City and Owner joint venturers or partners. Neither Owner nor any of Owner’s agents or contractors are or shall be considered to be agents of the City in connection with the performance of Owner’s obligations under this Agreement. 29. Bankruptcy The obligations of this Agreement shall not be dischargeable in bankruptcy. 30. Mortgagee Protection: Certain Rights of Cure (a) Mortgagee Protection. This Agreement shall be superior and senior to all liens placed upon the Property or any portion thereof after the date on which this Agreement or a memorandum of this Agreement is recorded with the San Mateo County Recorder, including the lien of any deed of trust or mortgage (“Mortgage”). Notwithstanding the foregoing, no breach hereof shall defeat, invalidate, diminish or impair the lien of any Mortgage made in good faith and for value, but all of the terms and conditions contained in this Agreement shall be binding upon and effective against all persons and entities, including all deed of trust beneficiaries or mortgagees (“Mortgagees”), who acquire title to the Property or any portion thereof by foreclosure, trustee’s sale, deed in lieu of foreclosure or otherwise. (b) Mortgagee Not Obligated. No foreclosing Mortgagee shall have any obligation or duty under this Agreement to construct or complete the construction of any improvements required by this Agreement, or to pay for or guarantee construction or completion thereof. The City, upon receipt of a written request therefor from a foreclosing Mortgagee, shall permit the Mortgagee to succeed to the rights and obligations of Owner under this Agreement, provided that all defaults by Owner hereunder that are reasonably susceptible of being cured are cured by the Mortgagee as soon as is reasonably possible. The foreclosing Mortgagee thereafter shall comply with all of the provisions of this Agreement. (c) Notice of Default to Mortgagee. If the City receives notice from a Mortgagee requesting a copy of any notice of default given to Owner hereunder and specifying the address for service thereof, the City shall deliver to the Mortgagee D R A F T 3/3/2016 - 16 - concurrently with service thereof to Owner, all notices given to Owner describing all claims by the City that Owner has defaulted hereunder. If the City determines that Owner is in noncompliance with this Agreement, the City also shall serve notice of noncompliance on the Mortgagee, concurrently with service thereof on Owner. Until such time as the lien of the Mortgage has been extinguished, the City shall: 1) Take no action to terminate this Agreement or exercise any other remedy under this Agreement, unless the Mortgagee shall fail, within thirty (30) days of receipt of the notice of default or notice of noncompliance, to cure or remedy or commence to cure or remedy such default or noncompliance; provided, however, that if such default or noncompliance is of a nature that cannot be remedied by the Mortgagee or is of a nature that can only be remedied by the Mortgagee after such Mortgagee has obtained possession of and title to the Property, by deed-in-lieu of foreclosure or by foreclosure or other appropriate proceedings, then such default or noncompliance shall be deemed to be remedied by the Mortgagee if, within ninety (90) days after receiving the notice of default or notice of noncompliance from the City, (i) the Mortgagee shall have acquired title to and possession of the Property, by deed-in-lieu of foreclosure, or shall have commenced foreclosure or other appropriate proceedings, and (ii) the Mortgagee diligently prosecutes any such foreclosure or other proceedings to completion. 2) If the Mortgagee is prohibited from commencing or prosecuting foreclosure or other appropriate proceedings by reason of any process or injunction issued by any court or by reason of any action taken by any court having jurisdiction over any bankruptcy or insolvency proceeding involving Owner, then the times specified above for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition. (d) Performance by Mortgagee. Each Mortgagee shall have the right, but not the obligation, at any time prior to termination of this Agreement, to do any act or thing required of Owner under this Agreement, and to do any act or thing not in violation of this Agreement, that may be necessary or proper in order to prevent termination of this Agreement. All things so done and performed by a Mortgagee shall be as effective to prevent a termination of this Agreement as the same would have been if done and performed by Owner instead of by the Mortgagee. No action or inaction by a Mortgagee pursuant to this Agreement shall relieve Owner of its obligations under this Agreement. (e) Mortgagee’s Consent to Modifications. Subject to the sentence immediately following, the City shall not consent to any amendment or modification of this Agreement unless Owner provides the City with written evidence of each Mortgagee’s consent, which consent shall not be unreasonably withheld, to the amendment or modification of this Agreement being sought. Each Mortgagee D R A F T 3/3/2016 - 17 - shall be deemed to have consented to such amendment or modification if it does not object to the City by written notice given to the City within thirty (30) days from the date written notice of such amendment or modification is given by the City or Owner to the Mortgagee, reasonable evidence of the delivery of which notice shall be provided to the City if given only by Owner. 31. Estoppel Certificate Either Party from time to time may deliver written notice to the other Party requesting written certification that, to the knowledge of the certifying Party, (i) this Agreement is in full force and effect and constitutes a binding obligation of the Parties; (ii) this Agreement has not been amended or modified either orally or in writing, or, if it has been amended or modified, specifying the nature of the amendments or modifications; and (iii) the requesting Party is not in default in the performance of its obligations under this Agreement, or if in default, describing therein the nature and monetary amount, if any, of the default. A Party receiving a request hereunder shall endeavor to execute and return the certificate within ten (10) days after receipt thereof, and shall in all events execute and return the certificate within thirty (30) days after receipt thereof. However, a failure to return a certificate within ten (10) days shall not be deemed a default of the Party’s obligations under this Agreement and no cause of action shall arise based on the failure of a Party to execute such certificate within ten (10) days. The City Manager shall have the right to execute the certificates requested by Owner hereunder. The City acknowledges that a certificate hereunder may be relied upon by permitted transferees and Mortgagees. At the request of Owner, the certificates provided by the City establishing the status of this Agreement with respect to any lot or parcel shall be in recordable form, and Owner shall have the right to record the certificate for the affected portion of the Property at its cost. 32. Force Majeure Notwithstanding anything to the contrary contained herein, either Party shall be excused for the period of any delay in the performance of any of its obligations hereunder, except the payment of money, when prevented or delayed from so doing by certain causes beyond its control, including, and limited to, major weather differences from the normal weather conditions for the South San Francisco area, war, acts of God or of the public enemy, fires, explosions, floods, earthquakes, invasions by non-United States armed forces, failure of transportation due to no fault of the Parties, unavailability of equipment, supplies, materials or labor when such unavailability occurs despite the applicable Party’s good faith efforts to obtain same (good faith includes the present and actual ability to pay market rates for said equipment, materials, supplies and labor), strikes of employees other than Owner’s, freight embargoes, sabotage, riots, acts of terrorism and acts of the government (other than City) and/or a material adverse change in the financial and commercial real estate demand markets, conditions which indicate an insufficient economic return, including resource scarcities that make construction prohibitively expensive and/or the inability of Owner to obtain funds for the Project, due to the financial marketplace, (other than Owner’s inability to obtain financing related to Owner’s financial condition) and are beyond the control or without the fault of the party D R A F T 3/3/2016 - 18 - claiming an extension of time. The Party claiming such extension of time to perform shall send written notice of the claimed extension to the other Party within thirty (30) days from the commencement of the cause entitling the Party to the extension. 33. Rules of Construction and Miscellaneous Terms (a) The singular includes the plural; the masculine gender includes the feminine; “shall” is mandatory, “may” is permissive. (b) Time is and shall be of the essence in this Agreement. (c) Where a Party consists of more than one person, each such person shall be jointly and severally liable for the performance of such Party’s obligation hereunder. (d) The captions in this Agreement are for convenience only, are not a part of this Agreement and do not in any way limit or amplify the provisions thereof. (e) This Agreement shall be interpreted and enforced in accordance with the laws of the State of California in effect on the date thereof. (f) This Agreement may be executed in multiple originals, each of which is deemed an original, and may be signed in counterparts. 34. Exhibits Exhibits to this Agreement, including the following, are all incorporated into this Agreement by reference, as if set forth fully herein. Exhibit A — Legal Description and Map of Property Exhibit B — Project Documents Exhibit C — Conditions of Approval and EIR Mitigation and Monitoring Program Exhibit D — Applicable City Laws/Fees 35. Notices All notices required or provided for under this Agreement shall be in writing and delivered in person (to include delivery by courier) or sent by certified mail, postage prepaid, return receipt requested or by overnight delivery service. Notices to the City shall be addressed as follows: City Clerk P.O. Box 711 South San Francisco, CA 94083 Notices to Owner shall be addressed as follows: D R A F T 3/3/2016 - 19 - BMR-475 Eccles Avenue LLC 17190 Bernardo Center Drive San Diego, CA 92128 Attn: Vice President, Real Estate Legal A party may change its address for notice by giving notice in writing to the other party and thereafter notices shall be addressed and transmitted to the new address. *************************************************************************** D R A F T 3/3/2016 - 20 - IN WITNESS WHEREOF this Agreement has been executed by the Parties on the day and year first above written. CITY: CITY OF SOUTH SAN FRANCISCO By: __________________________ City Manager ATTEST: __________________________ City Clerk APPROVED AS TO FORM: __________________________ City Attorney OWNER: BMR-475 ECCLES AVENUE LLC By: ___________________________ Its: ___________________________ 2614089.1 Exhibit A Legal Description and Map of Property 475 Eccles LEGAL DESCRIPTION AND MAP OF PROPERTY EXHIBIT A Page 1 of 3 475 Eccles LEGAL DESCRIPTION AND MAP OF PROPERTY EXHIBIT A Page 2 of 3 475 Eccles LEGAL DESCRIPTION AND MAP OF PROPERTY EXHIBIT A Page 3 of 3 Exhibit B Project Documents Exhibit C Conditions of Approval and EIR Mitigation and Monitoring Program Exhibit D Applicable City Laws/Fees DRAFT 3/3/16 Development Agreement, by and between the City of South San Francisco and BioMed Realty Trust, LLC EXHIBIT D – APPLICABLE LAWS/FEES 1. CURRENT SOUTH SAN FRANCISCO LAWS Developer shall comply with the following City regulations and provisions applicable to the Property as of the Effective Date (except as modified by this Agreement). 1.1 South San Francisco General Plan. The Developer will develop the Project in a manner consistent with the objectives, policies, general land uses and programs specified in the South San Francisco General Plan, as adopted on October 13, 1999 and as amended from time to time. 1.2 East of 101 Area Plan. The Developer will develop the Project in a manner consistent with the objectives, policies, general land uses and programs specified in the South San Francisco East of 101 Area Plan, as adopted in July, 1994. 1.3 South San Francisco Municipal Code. The Developer shall construct the Project in a manner consistent with the South San Francisco Municipal Code provisions, as applicable to the Project as of the Effective Date (except as modified by this Agreement). 2. FEES, TAXES, EXACTIONS, DEDICATION OBLIGATIONS, AND ASSESSMENTS Developer agrees that Developer shall be responsible for the payment of the following fees, charges, exactions, taxes, and assessments (collectively, “Assessments”). From time to time, the City may update, revise, or change its Assessments. Further, nothing herein shall be construed to relieve the Property from common benefit assessments levied against it and similarly situated properties by the City pursuant to and in accordance with any statutory procedure for the assessment of property to pay for infrastructure and/or services that benefit the Property. Except as indicated below, the amount paid for a particular Assessment, shall be the amount owed, based on the calculation or formula in place at the time payment is due, as specified below. 2.1 Administrative/Processing Fees. The Developer shall pay the applicable application, processing, administrative, legal and inspection fees and charges, as currently adopted pursuant to City’s Master Fee Schedule and required by the City for processing of land use entitlements, including without limitation, General Plan amendments, zoning changes, precise plans, development agreements, conditional use permits, variances, transportation demand management plans, tentative subdivision maps, parcel maps, lot line adjustments, general plan maintenance fee, demolition permits, and building permits. DRAFT 3/3/16 2.2 Impact Fees (Existing Fees). Except as modified below, existing impact fees shall be paid for net new square footage at the rates and at the times prescribed in the resolution(s) or ordinance(s) adopting and implementing the fees. 2.2.1 East of 101 Traffic Impact Fee (Resolution 84-2007). East of 101 Traffic Impact fees shall be paid for each Phase of the Project, in accordance with the resolution adopted by the City Council at their meeting of May 23, 2007, and shall be determined based on the application of the formula in effect at the time the City issues each building permit, and shall be payable prior to the issuance of such building permit. 2.2.2 Oyster Point Grade Overpass Contribution Fee (Resolutions 102-96 & 152-96). Oyster Point Grade Overpass Contribution fees shall be paid for each Phase of the Project, and shall be determined by the City Engineer, based on the application of the formula in effect at the time the City issues each building permit, and shall be payable prior the issuance of such building permit for each phase. The fee will be calculated upon reviewing the information shown on the applicant's construction plans and the latest Engineering News Record San Francisco Construction Cost Index at the time of payment. The Engineering News Record San Francisco construction cost index figure contained in the Oyster Point Grade Overpass Contribution fee calculation is revised each month to reflect local inflation changes in the construction industry. 2.2.3 East of 101 Sewer Impact Fee (Resolution 97-2002). The City of South San Francisco has identified the need to investigate the condition and capacity of the sewer system within the East of 101 area. The existing sewer collection system was originally designed many years ago to accommodate warehouse and industrial use and is now proposed to accommodate uses, such as offices and biotech facilities, with a much greater sewage flow. These additional flows, plus groundwater infiltration into the existing sewers, due to ground settlement and the age of the system, have resulted in pumping and collection capacity constraints. The Developer shall pay the East of 101 Sewer Impact Fee, as adopted by the City Council at their meeting of October 23, 2002. Sewer Impact fees shall be paid for each Phase of the Project, and shall be determined based on the application of the formula in effect at the time the City issues each building permit, and shall be payable prior to the issuance of such building permit. The East of 101 Sewer Impact Fee is determined to be $4.25 per net new square foot of development. 2.2.4 Child Care Impact Fee (SSFMC, ch. 20.310; Ordinance 1301-2001). Prior to receiving a Building Permit for each Phase of the Project, the Owner shall pay the City’s Childcare Fee, as described in South San Francisco Municipal Code Chapter 20.310. 2.2.5 Public Safety Impact Fee. (Resolution 97-2012) Prior to receiving a building permit for each Phase of the Project, the Developer shall pay the Public Safety Impact Fee, as set forth in Resolution No. 97-2012, adopted on December 10, 2012 to assist the City’s Fire Department and Police Department with funding the acquisition and maintenance of Police DRAFT 3/3/16 and Fire Department vehicles, apparatus, equipment, and similar needs for the provision of public safety services. 2.2.6 Sewer Capacity Charge. (Resolution 39-2010) Prior to receiving a building permit for Tenant Improvements in each Phase of the Project, the Developer shall pay the Sewer Capacity Charge, as set forth in Resolution No. 39-2010. 2.2.7 General Plan Maintenance Fee (Resolution 74-2007). 2.3 Other Exactions. 2.3.1 Park-in-Lieu Fee. The City is evaluating a “Park In-Lieu Fee” to support the creation of additional public open space in lieu of requiring that applicants avail one-half an acre per 1,000 new employees, to the public in the East of 101 area. Owner shall pay a Park In- Lieu Fee of $4.78 per square foot of development, excluding parking structures. The fee payable may be reduced if the City adopts such a Park In-Lieu Fee applicable to developments in the East of 101 area similar to the Life Science Campus at 475 Eccles Avenue Project and the amount owed per square foot under that Park In-Lieu Fee is less than $4.78 per square foot in which case Owner shall pay the amount set forth in the Park In-Lieu Fee applicable to developments in the East of 101 area, rather than the $4.78 per square foot fee. Owner shall receive a credit to offset a portion of the Park In-Lieu Fee, for development of private open space created within the Life Science Campus at 475 Eccles Avenue Project. Owner’s credit shall be identical to the credit, if any, allowed under the Park In-Lieu Fee program, if implemented, except that (i) in no case, shall owner receive a credit offsetting less than 25% of Owner’s required fee, or more than 50% of Owner’s required fee; and (ii) in no case shall zoning or building code required open areas, including but not limited to the ten-percent landscaping requirement (SSFMC, § 20.300.007(F)(1)(a)) and setbacks, be counted towards any offsetting credit. Owner shall pay the Park In-Lieu Fee once per phase, upon issuance of the first tenant improvement permit for each phase, based upon the total square footage approved for development for that phase. 2.3.2 Transit Station or Ferry Terminal Enhancement Contribution. Owner shall pay an in-lieu fee to be used for enhancing, enlarging, repairing, restoring, renovating, remodeling, redecorating, maintaining, and/or refurbishing the Caltrain Station located at 590 Dubuque Avenue, the Oyster Point Ferry terminal and/or their associated facilities. The in-lieu fee shall be in the amount of one dollar per square foot of building area excluding parking structures for each phase of development and shall be payable in two (2) equal installments per phase. One-half (1/2) of the in-lieu fee shall be payable substantially concurrently with, but not later than, the issuance of the building permit for the shell of the building, and one-half (1/2) of the in-lieu fee shall be payable prior to the issuance of a Certificate of Occupancy for the shell of the building. 2.4 User Fees. 2.4.1 Sewer Service Charges (assessed as part of property tax bill) 2.4.2 Stormwater Charges (assessed as part of property tax bill) DRAFT 3/3/16 3. BUSINESS LICENSE TAX MODIFICATIONS In the event that the City’s business license tax is modified and duly approved by voters, and any subsequent tax modifications become applicable to the properties on the Project during the term of this Agreement, Developer shall be responsible to pay the applicable business license tax amounts, as modified. 2614091.1 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:16-343,Version:1 Resolution making findings and approving a Use Permit, Alternative Landscape Plan, Design Review, and Transportation Demand Management Plan for the development of a 6.1 acre site for the 475 Eccles Avenue Office/Research and Development Campus project. WHEREAS,BMR-475 Eccles Avenue LLC,a Delaware Limited Liability Company (“Applicant”) owns property consisting of approximately six and one-tenth (6.1)acres located at 475 Eccles Avenue of the City of South San Francisco, San Mateo County, California, (“Project Site”); and, WHEREAS,Applicant desires to develop the 475 Eccles Avenue Office/Research and Development Campus Project (“Project”)with an office/research and development (R&D)campus and recreational open space uses; and, WHEREAS,Applicant seeks approval of Use Permit,Alternative Landscape Plan,Design Review,a Preliminary Transportation Demand Management (“TDM”)Plan,and a Development Agreement,which would authorize the construction of an office/R&D development at an FAR of 1.0 with up to a total of 262,287 square feet, subject to the terms of the Project entitlements, including the proposed Development Agreement; and, WHEREAS,approval of the Applicant’s proposal is considered a “project”for purposes of the California Environmental Quality Act, Pub. Resources Code § 21000, et seq. (“CEQA”); and, WHEREAS,on March 3,2016 the Planning Commission for the City of South San Francisco held a lawfully noticed public hearing to solicit public comment and consider the EIR and the proposed entitlements, take public testimony,and make a recommendation to the City Council on the Project,at the conclusion of which the Planning Commission recommended that the City Council certify the EIR and approve the Project; and, WHEREAS,the City Council reviewed and carefully considered the information in the Environmental Impact Report (“EIR”),and by separate resolution,certifies the EIR,including a Mitigation Monitoring and Reporting Program and a Statement of Overriding Considerations,as an objective and accurate document that reflects the independent judgment and analysis of the City in the discussion of the Project’s environmental impacts; and, WHEREAS,the City Council held duly noticed public hearings on May 25,2016 and on July 27,2016 to consider the Use Permit,Alternative Landscape Plan,Design Review and Preliminary TDM Plan,and take City of South San Francisco Printed on 9/8/2016Page 1 of 7 powered by Legistar™ File #:16-343,Version:1 public testimony. NOW,THEREFORE,BE IT RESOLVED that based on the entirety of the record before it,which includes without limitation,the California Environmental Quality Act,Public Resources Code §21000,et seq. (“CEQA”)and the CEQA Guidelines,14 California Code of Regulations §15000,et seq.;the South San Francisco General Plan and General Plan EIR;the South San Francisco Municipal Code;the Project applications;the 475 Eccles Avenue Project Plans,as prepared by CAS Architects,Inc.,dated September 19, 2014;the Preliminary Transportation Demand Management Plan,as prepared by Fehr &Peers,dated January 2016;the 475 Eccles Avenue EIR,including the Draft and Final EIR and all appendices thereto;all site plans, and all reports,minutes,and public testimony submitted as part of the Planning Commission’s duly noticed March 3,2016 meeting;all site plans,and all reports,minutes,and public testimony submitted as part of the City Council’s duly noticed public hearings on May 25,2016 and on July 27,2016,and City Council deliberations;and any other evidence (within the meaning of Public Resources Code §21080(e)and §21082.2), the City Council of the City of South San Francisco hereby finds as follows: A.General Findings 1.The foregoing recitals are true and correct. 2.The Exhibits attached to this Resolution,including the Conditions of Project Approval (Exhibit A),the 475 Eccles Project Plans (attached as Exhibit B),and the Preliminary TDM Plan (attached as Exhibit C) are each incorporated by reference and made a part of this Resolution, as if set forth fully herein. 3.The documents and other material constituting the record for these proceedings are located at the Planning Division for the City of South San Francisco,315 Maple Avenue,South San Francisco,CA 94080, and in the custody of Chief Planner, Sailesh Mehra. 4.By Resolution No.________,the City Council,exercising its independent judgment and analysis,finds that an EIR was prepared for the Project in accordance with CEQA,which EIR adequately discloses and analyzes the proposed Project’s potentially significant environmental impacts,its growth inducing impacts,and its cumulative impacts,and analyzed alternatives to the Project.For those impacts that could potentially exceed CEQA thresholds of significance,where feasible the City has identified and imposed mitigation measures that avoid or reduce the impact to a level of less-than-significant.For the significant and unavoidable impacts associated with the Project,the City has adopted a Statement of Overriding Considerations finding that the benefits of approving the Project outweigh the Project’s significant and unavoidable impacts. City of South San Francisco Printed on 9/8/2016Page 2 of 7 powered by Legistar™ File #:16-343,Version:1 B.Use Permit 1.The proposed Project is allowed within the Business and Technology Park Zoning District and is consistent with the standards and requirements of the City’s Zoning Ordinance and Municipal Code.The Project meets or exceeds all of the general development standards of the Business and Technology Park Zoning District,with the exception of parking,for which a reduced parking standard of 2.5 spaces per 1,000 square feet is proposed rather than the typical parking standard of 2.86 spaces per 1,000 square feet,with the exception of floor area ratio,for which a maximum ratio of 1.0 rather than 0.5 is proposed,and with the exception of landscaping,for which an Alternative Landscape Plan is proposed.The exceptions for parking,landscaping, and increased floor area ratio are permissible and warranted by the City’s Zoning Ordinance because the Project incorporates a robust TDM Plan designed to encourage future employees to rely on alternatives forms of transportation and incorporates high quality,innovative design and product type,and maximum provisions for pedestrian and bicycle use as well as expanded sustainability measures beyond what is required under Title 15 of the City’s Municipal Code. 2.The proposed Project is consistent with the General Plan and the East of 101 Area Plan.The 1999 General Plan includes policies and programs that are designed to encourage the development of high technology campuses in the East of 101 Area,allow for employee-serving services,and requires the preparation of a TDM Plan to reduce congestion impacts.Consistent with these policies,the 475 Eccles Avenue Office/R&D Project provides for the construction of an office/R&D development at an FAR of 1.0.The Project includes employee-serving amenities in accordance with a TDM Plan and meets specific design standards established for the East of 101 Area.Further,approval of the Project,including the proposed Development Agreement,will not impede achievement of,and is consistent with,applicable General Plan policies. 3.The proposed use will not be adverse to the public health,safety,or general welfare of the community,nor detrimental to surrounding properties or improvements,because the proposed use is consistent with the existing uses in the vicinity of the site,including the office/R&D uses.The project proposes Office/R&D uses on a site located in the City’s East of 101 area,which is intended for this type of use.The East of 101 Area Plan and General Plan have analyzed this type of use in the East of 101 area,and concluded that office/R&D uses in the East of 101 area are not adverse to the public health,safety,or welfare.As the proposed Project is consistent with surrounding office/R&D uses in the vicinity,approval of the Project will not be detrimental to the nearby properties. 4.The proposed Project complies with applicable design and development standards and requirements of the City’s Zoning Ordinance,with the exception of floor area ratio,landscaping and parking City of South San Francisco Printed on 9/8/2016Page 3 of 7 powered by Legistar™ File #:16-343,Version:1 requirements of the City’s Zoning Ordinance,with the exception of floor area ratio,landscaping and parking requirements,which are permissible and warranted by the Zoning Ordinance.The Alternative Landscape Plan is allowable under the City’s Municipal Code Section 20.300.007(D)(2).The exception for the number of parking spaces is allowable under the City’s Municipal Code Section 20.330.006(D),and warranted based on the following findings: i.The parking reduction will serve to support and promote the Project’s TDM Plan. ii.Special conditions exist that will reduce parking demand at the site.Namely,the Project is required to implement a TDM Plan on an on-going basis over the life of the Project with a required alternative mode shift of 35%.The TDM requirements applicable to the Project,the fact that similar reduced standards have been accepted and/or successfully applied within several large developments in the City,including the Bay West Cove Specific Plan District,the Gateway Specific Plan District, Britannia East Grand and the Genentech Campus,and the studies from the Institute of Transportation Engineers (ITE) all support that parking demand will be reduced at the site. iii.The Project provides 87%of the required parking spaces and is required,through the TDM Plan,to achieve an alternative mode use of 35%.The use will be adequately served by the proposed on-site parking and the site is not anticipated to result in a shortfall of on-site parking or create the need for overflow parking off-site. iv.The proposed parking standard of 2.5 spaces per 1,000 square feet will be adequate for the proposed use because of the offered alternative solutions for providing and managing parking.The Project is required to implement a TDM Plan on an on-going basis over the life of the Project with a required alternative mode shift of 35%.The TDM requirements applicable to the Project,the fact that similar reduced standards have been accepted and/or successfully applied within several large developments in the City,including the Bay West Cove Specific Plan District,the Gateway Specific Plan District,Britannia East Grand and the Genentech Campus,and the studies from the Institute of Transportation Engineers (ITE) all support a reduced parking standard. v.The reduced parking rate reinforces the overall efforts of the City’s General Plan and the TDM Ordinance,which encourage reduced parking standards as an effective tool in encouraging use of alternative modes of transportation other than single occupancy vehicles. vi.The parking demand generated by the Project will not exceed the capacity of or have a City of South San Francisco Printed on 9/8/2016Page 4 of 7 powered by Legistar™ File #:16-343,Version:1 vi.The parking demand generated by the Project will not exceed the capacity of or have a detrimental effect on the supply of on-street parking in the surrounding areas because the Project provides sufficient on-site parking and is implementing a TDM Plan on an on-going basis over the life of the Project with a required alternative mode shift of 35%. vii.The number of parking spaces provided by the reduced standard will serve all existing, proposed and potential uses as effectively and conveniently as would the standard number of parking spaces required by Chapter 20.210 and Chapter 20.330.As described above,there is ample evidence to support the proposed parking reduction,and there is added concern that an overabundance of parking could have a deleterious effect on the goals and objectives of the City’s TDM efforts since such would serve as a disincentive to use of alternative modes of transportation. 5.The design,location,size,and operating characteristics of the proposed Project are compatible with the existing and reasonably foreseeable future land uses in the vicinity because the Project proposes office/R&D uses in the East of 101 Area, which is specifically intended for such uses. 6.The site is physically suitable for the type of development and density proposed,as the office/R&D uses will benefit from being located in the East of 101 Area,and the size and development is appropriate for the location and meets the City’s land use and zoning standards. 7.The Project complies with CEQA for the reasons stated in Finding A.4 above. C.Design Review 1.The Project,including Design Review,is consistent with Title 20 of the South San Francisco Municipal Code because the Project has been designed as a high quality,energy efficient,contemporary, office/R&D campus which will provide open spaces and a pedestrian-friendly environment with extensive landscaping and sustainability elements incorporated.Subject to approval of the Alternative Landscape Plan, increased FAR and Parking Reduction,the project meets or exceeds all general development standards and all other applicable provisions of this Ordinance and all other titles of the South San Francisco Municipal Code. 2.The Project,including Design Review,is consistent with the General Plan because the proposed office/R&D buildings are consistent with the policies and design direction provided in the South San Francisco City of South San Francisco Printed on 9/8/2016Page 5 of 7 powered by Legistar™ File #:16-343,Version:1 office/R&D buildings are consistent with the policies and design direction provided in the South San Francisco General Plan for the Business and Technology Park land use designation by encouraging the development of high technology campuses in the East of 101 Area. 3.The Project,including Design Review,is consistent with the applicable design guidelines adopted by the City Council in that the proposed Project is consistent with the Employment District Standards included in Chapter 20.110. 4.The Project is consistent with the applicable design review criteria in Section 20.480.006 (“Design Review Criteria”)because the project has been evaluated against,and found to be consistent with, each of the eight design review criteria included in the “Design Review Criteria” section of the Ordinance. D.Transportation Demand Management (TDM) Plan 1.The proposed trip reduction measures contained in the TDM Plan (attached hereto as Exhibit F) are feasible and appropriate for the Project,considering the proposed use or mix of uses and the project’s location,size,and hours of operation.Appropriate and feasible measures have been included in the TDM Plan to achieve a projected 35%alternative mode usage,as required.The TDM Plan provides incentives for employees to use modes of transportation other than single-occupancy vehicle trips,such as secure bicycle storage,shower facilities,preferential parking for carpools and vanpools,and an employee TDM contact, among others.The TDM Plan also uses a lower parking ratio to increase ridership on BART,Caltrain and other transit services.Further,pedestrian walkways linking the Project to adjacent shuttle stops will help encourage alternative forms of transportation. 2.The proposed performance guarantees will ensure that the target 35%alternative mode use established for the Project by Chapter 20.400 will be achieved and maintained.Conditions of approval have been included to require that the Final TDM Plan,which must be submitted for review and approval prior to issuance of a building permit,shall outline the required process for on-going monitoring including annual surveys and triennial reports. NOW,THEREFORE,BE IT FURTHER RESOLVED that subject to the Conditions of Approval, attached as Exhibit A to this Resolution,the City Council of the City of South San Francisco hereby makes the findings contained in this Resolution,and approves the Use Permit,Alternative Landscape Plan,the Preliminary TDM Plan (attached as Exhibit C), and Design Review. BE IT FURTHER RESOLVED that the approvals stated herein are conditioned upon the approval of City of South San Francisco Printed on 9/8/2016Page 6 of 7 powered by Legistar™ File #:16-343,Version:1 the Development Agreement between the City of South San Francisco and BioMed Realty Trust. BE IT FURTHER RESOLVED that this Resolution shall become effective immediately upon its passage and adoption. ***** City of South San Francisco Printed on 9/8/2016Page 7 of 7 powered by Legistar™ FINAL CONDITIONS OF APPROVAL P11-0101: UP11-0011, DR11-0039, TDM11-0001, DA13-0001, and EIR12-0001 475 ECCLES AVENUE (As approved by City Council on July 27, 2016) A)Planning Division requirements shall be as follows: 1.The applicant shall comply with the Planning Divisions standard Conditions and Limitations for Commercial, Industrial, Mixed-Use and Multi-Family Residential Projects. 2.The project shall be constructed substantially as indicated on the plan set entitled “Life Science Campus –475 Eccles Planning Package” dated September 19, 2014as prepared by CASArchitects, Inc. 3.The developer shall comply with all applicable mitigation measures outlined in the Mitigation Monitoring and Reporting Program and the 475 Eccles AvenueEnvironmental Impact Report. Prior to issuance of a building permit the applicant shall prepare a checklist outlining mitigation measures and status of implementation, for review and approval by the Chief Planner or designee. 4.All equipment (either roof, building, or ground-mounted) shall be screened from view through the use of integral architectural elements, such as enclosures or roof screens, and landscape screening or shall be incorporated inside the exterior building wall. Equipment enclosures and/or roof screens shall be painted to match the building. Prior to issuance of a building permit the applicant shall submit plans showing utility locations, stand-pipes, equipment enclosures, landscape screens, and/or roof screens for review and approval by the Chief Planner or designee. 5.Prior to issuance of any building or construction permits, the applicant shall submit final phasing plans and minor modifications to final phasing plans, including parking for each respective phase, for review and approval by the Chief Planner or designee. 6.Prior to issuance of any building or construction permits for the construction of public improvements, the final design for all public improvements shall be reviewed and approved by the Director of Public Works and Chief Planner. 7.Prior to issuance of any building or construction permits for grading improvements, the applicant shall submit final grading plans for review and approval by the City Engineer and Chief Planner. 8.Prior to issuance of any building or construction permits for landscaping improvements, the applicant shall submit final landscaping and irrigation plans for review and approval by the Chief Planner. The plans shall include documentation of compliance with SSFMC § 20.300.007 “Landscaping”, including Water Efficient Landscaping and Irrigation calculations. 9.Prior to issuance of any building or construction permits, the applicant shall provide evidence of compliance with FAA requirements regarding construction within the FAR Part 77 conical zone. 10.Any modification to the approved plans shall be subject to SSFMC Section 20.450.012 (“Modification”), whereby the Chief Planner may approve minor changes. All exterior design modifications, including any and all utilities, shall be presented to the Chief Planner for a determination. 11.Transportation Demand Management. a)Final Transportation Demand Management Plan. Owner shall prepare and implement a Transportation Demand Management (TDM) Plan in compliance with the requirements of SSFMC Chapter20.400 as in effect on the Effective Date (the “TDM Ordinance”). As part of such compliance, Owner shall prepare (i)annual TDM surveys and (ii)triennial TDM reports, each meeting the applicable requirements of the TDM Ordinance, and shall submit same to the City, to document the effectiveness of Owner’s TDM Plan in achieving the goal of thirty-five percent (35%) alternative mode usage by employees within the Project. The annual surveys will be prepared by a TDM consultant pre-qualified with or approved by the City and retained, directed and paid for by Owner, and the triennial reports will be prepared by an independent TDM consultant retained by the City and paid for by Owner. Both the annual surveys and the triennial reports will include a determination of historical employee commute methods, which information shall be obtained by survey of all employees working in the buildings on the Property. If the response rate on which a triennial report is based is below 51 percent, additional responses needed to reach a 51 percent response rate will be counted as drive alone trips. b)TDM Surveys and Reports. The initial TDM survey for each building on the Property will be submitted two(2) years after the granting of a Certificate of Occupancy with respect to such building. The initial triennial TDM report for each building on the Property will be submitted three(3) years after the granting of a Certificate of Occupancy with respect to such building. The second and all later annual surveys and triennial reports (when applicable) with respect to each building shall be included in an annual comprehensive TDM submission to the City covering all of the buildings on the Property that are submitting their second or later TDM surveys or reports. (i)Triennial Report Requirements. The goal of the TDM program is toencourage alternative mode usage, as defined in Chapter20.400 of the Municipal Code. The initial triennial TDM report shall either: (A)state that the applicable building or buildings have achieved thirty-five percent (35%) alternative mode usage, providing supporting statistics and analysis to establish attainment of the goal; or (B)state that the applicable building or buildings have not achieved thirty-five percent (35%) alternative mode usage, providing an explanation of how and why the goal has notbeen reached, and a description of additional measures that will be adopted in the coming year to try to ensure attaining the TDM goal of thirty- five percent (35%) alternative mode usage. (ii)Penalty for Non-Compliance. If, after the initial triennial TDM report, subsequent triennial reports indicate that, in spite of the changes in the TDM Plan, thirty-five percent (35%) alternative mode usage is still not being achieved, or if Owner fails to submit such a triennial TDM report at the times required under SSFMC Chapter20.400, the City may assess Owner a penalty in the amount of up to fifteen thousand dollars ($15,000.00) per year for each full percentage point by which the Property falls below the minimum thirty-five percent (35%) alternative mode usage goal. 1.In determining whether a financial penalty is appropriate, the City may consider whether Owner has made a good faith effort to meet the TDM goals. 2.If the City determines that Owner has made a good faith effort to meet the TDM goals but a penalty is still imposed, and such penalty is imposed within the first three(3) years in which a penalty could be imposed in connection with the TDM Plan, the City in its sole discretion may agree to allow Owner to apply such penalty sums toward the implementation of the TDM Plan instead of requiring them to be paid to the City. If the penalty sums are used to implement the TDM Plan, an Implementation Plan shall be prepared by Owner and reviewed and approved by the City prior to Owner’s expending any penalty funds. 3.Notwithstanding the foregoing, the amount of any penalty shall bear the same relationship to the maximum penalty as the completed construction to which the penalty applies bears to the maximum amount of square feet of Office, Commercial, Retail (if any) and Research and Development use permitted to be constructed on the Property. For example, if there is 100,000 square feet of completed construction on the Property included within the TDM report with respect to which the penalty is imposed, the maximum penalty would be determined by multiplying fifteen thousand dollars ($15,000.00) times a fraction, the numerator of which is 100,000 square feet and the denominator of which is the maximum amount of square feet of construction permitted on the Property (subtracting the square footage of the parking facilities); this amount would then be multiplied by the number of full percentage points by which the Project has fallen below the thirty-five percent (35%) alternative mode usage goal for the applicable period. c)Owner shall reimburse the City for costs incurred in maintaining and enforcing the trip reduction program for the Project. 12.Notwithstanding Standard Condition #1 of the Standard Conditions and Limitations for Commercial, Industrial, Mixed-Use and Multi-Family Residential Projects, if a Development Agreement is entered into for this Project, this use permit shall expire on the expiration date indicated in the Development Agreement unless the use has commenced or building permits have been issued. 13.The applicant shall comply with all terms and conditions specified in the Development Agreement. 14.Per South San Francisco Municipal Code Section 13.28.060, the property owner shall be responsible for the normal care, including watering, of trees, shrubs, and plants in the parkway strip abutting the property and upon any public tree easement across or through the property. 15.Prior to the issuance of the first building permit for vertical construction, the applicant shall provide proof satisfactory to the Director that the applicant is obligated to install art of the applicant’s choosing on site, or in another location mutuallyagreeable to the Director and the applicant.The art shall either be visible from the public right of way, or it shall be located in an open, common area of the site such as the courtyard.The art installation shall be substantially complete prior to issuance of the first Certificate of Occupancy. Planning Division contact: Billy Gross, SeniorPlanner, (650) 877-8353 B)Fire Department requirements shall be as follows: 1.Prior to issuance of a building permit the applicant shall submit plans showing the following improvements for review and approval by the Fire Marshal or designee: a)Install fire sprinkler system per NFPA 13/SSFFD requirements under separate fire plan check and permit for overhead and underground. b)Fire sprinkler system shall be central station monitored per California Fire Code section 1003.3. c)Install a standpipe system per NFPA 14/SSFFD requirements under separate fire plan check and permit. d)Install exterior listed horn/strobe alarm device, not a bell. e)Each building shall have at leastone elevator sized for a gurney; the minimum size shall be in accordance with the California Fire Code. Elevators shall not contain shunt-trips. f)Fire alarm plans shall be provided per NFPA 72 and the City of South San Francisco Municipal Code. g)Plans are to conform to Building codes and the City of South San Francisco Municipal Code Section 15.24.130. h)Provide fire extinguishers throughout the building. i)All Non parking space curbs to be painted red to local Fire Code Specifications. j)Access roads shall have all weather driving capabilities and support the imposed load of 75,000 pounds. k)Road gradient and vehicle turning widths shall not exceed maximum allowed by engineering department. l)Provide fire flow in accordance with California Fire Code Appendix III-A. m)Provide fire hydrants; location and number to be determined. Fire hydrants shall have an average spacing of 400 feet between hydrants and a minimum fire flow of 3000 gpm at 20 psi residual pressure for duration of 4 hours. n)All buildings shall provide premise identification in accordance with SSF municipal code section 15.24.100. o)Provide Knox key box for each building with access keys to entry doors, electrical/mechanical rooms, elevators, and others to be determined. p)The minimum road width is 20 feet per the California Fire Code. q)Project must meet all applicable Local (SSF Municipal Code, Chapter 15.24 Fire Code), State and Federal Codes. 2.Prior to the issuance of a Certificate of Occupancy, the applicant shall submit the following for review andapproval by the Fire Marshal or designee: a)Provide HMBP including what chemicals are present and to what quantities. b)Provide on the plan the control areas, list of hazardous material and quantities that will be present in the laboratories, include all flammable and combustible materials. c)All buildings shall have Emergency Responder Radio Coverage throughout in compliance with Section 510 of the California Fire Code. Fire Prevention contact: Luis DaSilva, Fire Marshal, (650) 829-6645 C)Engineering Division requirements shall be as follows: STANDARD CONDITIONS 1.The Developer and Project Sponsor shall comply with the Engineering Division’s “Standard Conditions of Approval for Commercial or Residential Subdivisions Designed in Accordance with Chapters 19.16,19.20 and 19.24 of the South San Francisco Municipal Code”. These conditions are contained in the Engineering Division’s “Standard Conditions for Subdivisions and Private Developments” booklet, dated January 2009. SPECIAL CONDITIONS 2.The developer’s traffic engineering consultant should analyze the ingress/egress of the site to determine if any offsite improvements should be implemented to facilitate safe vehicular movement into and out of the site. 3.In accordance with the Standard Development Conditions, new storm water pollution control devices and filters shall be installed within the site drainage system. Prior to the issuance of a building permit, all stormwater calculations, in compliance with C.3 requirements for the sizing of any stormwater facility, shall be submitted and approved by the Engineering Division. All storm drains shall begin and end at a manhole, catch basin, inlet, or junction box, in order to provide access for cleaning and maintenance. Minor storm drains shall be designed to accommodate a 10-year storm. Initial time of concentration shall be 5 minutes and pipes shall be designed for open channel flow conditions. 4.The developer shall install a City Standard sewer cleanout at the front property line, so that the building sewer lateral can be properly cleaned. All work shall be accomplished at the applicant’s cost. 5.The developer shall remove and replace all sidewalk, curb and gutter fronting the property at no cost to the City. 6.The developer shall submit a Geotechnical Report and place a $5,000 cash deposit with the City for the peer review of the Geotechnical Report. 7.A grading permit will be required to perform the work. The developer will be responsible for paying for all fees, bonds, plan checking and all associated fees for the grading permit. The developer will also place a cash deposit of $30,000 to pay for all onsite, SWPPP compliance, grading compliance and dust control inspections. 8.All driveways and aisles shall be a minimum of 25 feet in width and shall be appropriately signed and marked for traffic control. 9.The developer shall underground all overhead utilities fronting the subject property at no cost to the City. 10.The developer shall install new East of 101 Light Standards along Eccles Avenueat no cost to the City. The East of 101 Light Standard is a Holophane Pechina with a 20-foot high aluminum pole. The developer shall submit a photometric study showing the lighting level along the sidewalk and the street. 11.All new improvements to be constructed within the street right-of-way shall be approved by the Engineering Division and installed to City standards. An Encroachment Permit shall be obtained from the Engineering Division for all public improvement work, prior to receiving a Building Permit. The cost of all work and repairs shall be borne by the applicant. The developer shall be responsible to pay all fees and deposits to obtain the Encroachment Permit. 12.Prior to the issuance of a Building Permit for the project, the applicant shall pay the various East of 101 infrastructure impact fees detailed below. IMPACT FEES OYSTER POINT OVERPASS CONTRIBUTION FEE Prior to receiving a Building Permit for the proposed new office/R&D development, the applicant shall pay the Oyster Point Overpass fee, as determined by the City Engineer, in accordance with City Council Resolutions 102-96 and 152-96. The fee will be calculated upon reviewing the information shown on the applicant's construction plans and the latest Engineering News Record San Francisco Construction Cost Index at the time of payment. The estimated fee for the subject 262,287 SF R&D development is calculated below. (The number in the calculation, "11,174.79", is the February 2016 Engineering News Record San Francisco construction cost index, which is revised each month to reflect local inflation changes in the construction industry.) Trip Calculation EXIST. USE SQ. FOOTAGE TRIP FACTOR/1,000 SF ADT Office 47,412 12.30 583.2 Assembly 36,256 3.99 144.7 Warehouse 68,477 4.50 308.1 TOTAL 152,145 1,036.0 The following table calculates the proposed project’s trip generation. USE SQ. FOOTAGE TRIP FACTOR/1,000 SF ADT R&D 262,287 5.30 1,390.1 TOTAL 262,287 1,390.1 Proposed Project Trip Generation: 1,390.1 new vehicle trips Less credit for existing trips:-1,036.0 existing vehicle trips Total new trips:354.1 new vehicle trips Contribution Calculation 354.1 trips X $154 X (11,174.79/6552.16) = $93,003.98 EAST OF 101 TRAFFIC IMPACT FEES Prior to the issuance of a Building Permit for any building within the proposed project, the applicant shall pay the East of 101 Traffic Impact fee, in accordance with the resolution adopted by the City Council at their meeting of September 26, 2001, or as the fee may be amended in the future. Fee Calculation (as of February 2016) 262,287 gsf Office/R&D x 0.90 trip/1000 sf x $6,078.47/trip = $1,434,873.29 Credit for existing trips: 47,412 gsfOffice x 0.90 trip/1000 sf x $6,078.47/trip =<$259,373.18> 104,733 gsf warehouse x 0.54 trip/1000 sf x $6,078.47/trip =<$343,772.86> Traffic Impact Fee = $791,727.25 The fee adopted in July 2007 was $4,950/trip. Fee is updated every subsequent April. For February 2016, the adjusted fee is $6,078.47/trip. SEWER SYSTEM CAPACITY STUDY AND IMPROVEMENT FEE The applicant shall pay the East of 101 Sewer Facility Development Impact Fee of $4.57per gallon. The sewer discharge is estimated to be 400 gal/day per 1000 sf x 262,287 = 104,915 gallons per day. 104,915 gpd @ $4.57 per gpd = $479,461.55. The sewer contribution shall be due and payable prior to receiving a building permit for the proposed building. The fee will be subject to any annual increases, as approved by the City Council. Total estimated fees: Oyster Point Overpass Fee $ 93,003.98 East of 101 Traffic Impact Fee $ 791,727.25 East of 101 Sewer Improvement Fee $ 479,461.55 Total $1,364,192.78 Engineering Division contact: Sam Bautista, Principal Engineer, (650) 829-6652 D)Police Department requirements shall be as follows: 1.Municipal Code Compliance The applicant shall comply with the provisions of Chapter 15.48 of the Municipal Code, "Minimum Building Security Standards" Ordinance revised May 1995. The Police Department reserves the right to make additional security and safety conditions, if necessary, upon receipt of detailed/revised building plans. 2.Commercial Building Security a.Doors i.The jamb on all aluminum frame-swinging doors shall be so constructed or protected to withstand 1600 lbs. of pressure in both a vertical distance of three (3) inches and a horizontal distance of one (1) inch each side of the strike. ii.Glass doors shall be secured with a deadbolt lock1 with minimum throw of one (1) inch. The outside ring should be free moving and case hardened. iii.Employee/pedestrian doors shall be of solid core wood or hollow sheet metal with a minimum thickness of 1-3/4 inches and shall be secured by a deadbolt lock1 with minimum throw of one (1) inch. Locking hardware shall be installed so that both deadbolt and deadlocking latch can be retracted by a single action of the inside knob, handle, or turn piece. iv.Outside hinges on all exterior doors shall be provided with non-removable pins when pin-type hinges are used or shall be provided with hinge studs, to prevent removal of the door. v.Doorswith glass panels and doors with glass panels adjacent to the doorframe shall be secured with burglary-resistant glazing2 or the equivalent, if double- cylinder deadbolt locks are not installed. 1The locks shall be so constructed that both the deadbolt and deadlocking latch can be retracted by a single action of the inside door knob/lever/turnpiece. A double-cylinder deadbolt lock or a single-cylinder deadbolt lock without a turnpiece may be used in “Group B” occupancies as defined by the Uniform Building Code. When used, there mustbe a readily visible durable sign on or adjacent to the door stating “This door to remain unlocked during business hours”, employing letters not less than one inch high on a contrasting background. The locking device must be of type that will be readily distinguishable as locked, and its use may be revoked by the Building Official fordue cause. 25/16" security laminate, l/4" polycarbonate, or approved security film treatment, minimum. vi.Doors with panic bars will have vertical rod panic hardware with top and bottom latch bolts. No secondary locks should be installed on panic-equipped doors, and no exterior surface-mounted hardware should be used. A 2" wide and 6" long steel astragal shall be installed on the door exterior to protect the latch. No surface-mounted exterior hardware need be used on panic-equipped doors. vii.On pairs of doors, the active leaf shall be secured with the type of lock required for single doors in this section. The inactive leaf shall be equipped with automatic flush extension bolts protected by hardened material with a minimum throw of three-fourths inch at head and foot and shall have no doorknob or surface-mounted hardware. Multiple point locks, cylinder activated from the active leaf and satisfying the requirements, may be used instead of flush bolts. viii.Any single or pair of doors requiring locking at the bottom or top rail shall have locks with a minimum of one throw bolt at both the top and bottom rails. b.Windows i.Louvered windows shall not be used as they pose a significant security problem. ii.Accessible rear and side windows not viewable from the street shall consist of rated burglary resistant glazing or its equivalent. Such windows that are capable of being opened shall be secured on the inside with a locking device capable of withstanding a force of two hundred-(200) lbs. applied in any direction. iii.Secondary locking devices are recommended on all accessible windows that open. c.Roof Openings i.All glass skylights on the roof of any building shall be provided with: 1.Rated burglary-resistant glass or glass-like acrylic material.2 or 2.Iron bars of at least l/2" round or one by one-fourth inch flat steel material spaced no more than five inches apart under the skylight and securely fastened. or 3.A steel grill of at least l/8" material or two inch mesh under skylight and securely fastened. ii.All hatchway openings on the roof of any building shall be secured as follows: 1.If the hatchway is of wooden material, it shall be covered on the outside with at least l6 gauge sheet steel or its equivalent attached with screws. 2.The hatchway shall be secured from the inside with a slide bar or slide bolts. The use of crossbar or padlock must be approved by the Fire Marshal. 3.Outside hinges on all hatchway openings shall be providedwith non- removable pins when using pin-type hinges. iii.All air duct or air vent openings exceeding 8" x 12" on the roof or exterior walls of any building shall be secured by covering the same with either of the following: 1.Iron bars of at least l/2" round or one by one-fourth inch flat steel material, spaced no more than five inches apart and securely fastened. or 2.A steel grill of at least l/8" material or two inch mesh and securely fastened; and 3.If the barrier is on the outside, it shall be secured with galvanized rounded head flush bolts of at least 3/8" diameter on the outside. d.Lighting i.Allexterior doors shall be provided with their own light source and shall be adequately illuminated at all hours to make clearly visible the presence of any person on or about the premises and provide adequate illumination for persons exiting the building. ii.The premises, while closed for business after dark, must be sufficiently lighted by use of interior night-lights. iii.Exterior door, perimeter, parking area, and canopy lights shall be controlled by photocell and shall be left on during hours of darkness or diminished lighting. e.Numbering of Buildings i.The address number of every commercial building shall be illuminated during the hours of darkness so that it shall be easily visible from the street. The numerals in these numbers shall be no less than four to six inches in height and of a color contrasting with the background. ii.In addition, any business, which affords vehicular access to the rear through any driveway, alleyway, or parking lot, shall also display the same numbers on the rear of the building. f.Alarms i.The business shall be equipped with at least a central station silent intrusion alarm system. NOTE:To avoid delays in occupancy, alarm installation steps should be taken well in advance of the final inspection. g.Traffic, Parking, and Site Plan i.Handicapped parking spaces shall be clearly marked and properly sign posted. NOTE:For additional details, contact the Traffic Bureau Sergeant at (650) 829-7235. ii.Parking is limited to on-site and off-street only. All vehicles parked on-site and overnightmust be operational and maintained in good repair. h.Parking Structure Requirements i.Exterior Construction: The building should incorporate an open design to maximize natural surveillance. Screens or metal picket fencing should be utilized on the ground floor of the structure to inhibit unauthorized access. ii.Lighting: Parking areas shall have a minimum of three foot candles, and driveways and staircases shall have a minimum of 10 foot candles. iii.Elevator: If an elevator is to be used, it should have clear windows and doors to maximize natural surveillance. iv.Wall Color: The interior walls of the parking structure shall be a light gray or white color, to maximize light reflection. v.Emergency Phones: A phone system shall be installed to allow citizens to contact on-site emergency personnel. i.Security Camera System i.Building entrances, lobbies, loading docks and garage areas shall be monitored by a closed circuit television camera system. Recordings must be maintained for a period of no less than 30 days. These cameras will be part of a digital surveillance system, which will be monitored on-site and accessible on the World Wide Web. This system must be of adequate resolution and color rendition to readily identify any person or vehicle in the event a crime is committed, anywhere on the premises. j.Misc. Security Measures i.Commercial establishments having one hundred dollars or more in cash on the premises after closing hours shall lock such money in an approved type money safe with a minimum rating of TL-15. ii.Special events with more than 75 persons in attendance require prior approval from the Police Department. The Police Department will assess the need for additional security and traffic issues at the time of application. Applications must be submitted no less than 10 business days before the event. The applicant is responsible for the conduct of all persons attending the event. Police Department contact: Sergeant Mike Rudis, (650) 877-8927 E)Water Quality Control Plant requirements shall be as follows: The following items must be included in the plans or are requirements of the Stormwater and/or Pretreatment programs and must be completed prior to the issuance of a permit. 1.A plan showing the location of all storm drains and sanitary sewers must be submitted. 2.Samples ports must be installed for the sampling of lab wastes, these sample ports must not be connected to sanitary waste lines. 3.Fires sprinkler test discharge line must be connected to the sanitary sewer. 4.If there is to be a food service facility on site then it must have a grease interceptor no less than 1000 gallons in liquid capacity. 5.Trash area(s) shall have a drain(s) that is connected to the sanitary sewer. 6.The onsite catch basins are to be stenciled with the approved San Mateo Countywide Stormwater Logo (No Dumping! Flows to Bay). 7.Install a separate water meter for landscaping. 8.Stormwater from the entire project must be included in the treatment system design. (Stormwater treatment systems must be designed to treat stormwater runoff from the entire project.) Use attached worksheets to determine rainwater harvesting and infiltration feasibility. Storm water pollution preventions devices are to be installed. Prefer clustering of structures and pavement; directing roof runoff to vegetated areas; use of micro-detention, including distributed landscape-based detention; and preservation of open space. Treatment devices must be sized according Provision C.3.d Numeric Sizing Criteria for Stormwater Treatment Systems of NPDES No. CAS612008. 9.The applicant must submit a signed Operation and Maintenance Information for Stormwater Treatment Measuresform for the stormwater pollution prevention devices installed. a.The applicant must submit a signed maintenance agreement for the stormwater pollution prevention devices installed. Each maintenance agreement will require the inclusion of the following exhibits: A letter-sized reduced-scale site plan that shows the locations of the treatment measures that will be subject to the agreement. b.A legal description of the property. c.A maintenance plan, including specific long-term maintenance tasks and a schedule. It is recommended that each property owner be required to develop its own maintenance plan, subject to the municipality’s approval. Resources that may assist property owners in developing their maintenance plans include: (i)The operation manual for any proprietary system purchased by the property owner. 10.Applicant must complete the C.3 and C.6 Development Review Checklist prior to issuance of a permit and return to the Technical Services Supervisor at the WQCP. a.Landscaping shall meet the following conditions related to reduction of pesticide use on the project site: Where feasible, landscaping shall be designed and operated to treat stormwater runoff by incorporating elements that collect, detain, and infiltrate runoff. In areas that provide detention of water, plants that are tolerant of saturated soil conditions and prolonged exposure to water shall be specified. b.Plant materials selected shall be appropriate to site specific characteristics such as soil type, topography, climate, amount and timing of sunlight, prevailing winds, rainfall, air movement, patterns of land use, ecological consistency and plant interactions to ensure successful establishment. c.Existing native trees, shrubs, and ground cover shall be retained and incorporated into the landscape plan to the maximum extent practicable. d.Proper maintenance of landscaping, with minimal pesticide use, shall be the responsibility of the property owner. e.Integrated pest management (IPM) principles and techniques shall be encouraged as part of the landscaping design to the maximum extent practicable. Examples of IPM principles and techniques include: i.Select plants that are well adapted to soil conditions at the site. ii.Select plants that are well adapted to sun and shade conditions at the site. In making these selections, consider future conditions when plants reach maturity, as well as seasonal changes. iii.Provide irrigation appropriate to the water requirements of the selected plants. iv.Select pest-resistant and disease-resistant plants. v.Plant a diversity of species to prevent a potential pest infestation from affecting the entire landscaping plan. vi.Use “insectary” plants in the landscaping to attract and keep beneficial insects. 11.Source control measures must include: Landscaping that minimizes irrigation and runoff, promotes surfaceinfiltration where possible, minimizes the use of pesticides and fertilizers, and incorporates appropriate sustainable landscaping practices and programs such as Bay-Friendly Landscaping. Appropriate covers, drains, and storage precautions for outdoor material storage areas, loading docks, repair/maintenance bays, and fueling areas. Covered trash, food waste, and compactor enclosures. Plumbing of the following discharges to the sanitary sewer, subject to the local sanitary sewer agency’s authority and standards: Discharges from indoor floor mat/equipment/hood filter wash racks or covered outdoor wash racks for restaurants. Dumpster drips from covered trash and food compactor enclosures. Discharges from outdoor covered wash areas for vehicles, equipment, and accessories. 12.A construction Storm Water Pollution Prevention Plan must be submitted and approved prior to the issuance of a permit. 13.Plans must include location of concrete wash out area and location of entrance/outlet of tire wash. 14.A grading and drainage planmust be submitted. 15.Must file a Notice of Termination with the WQCP when the project is completed. 16.Applicant must pay sewer connection fee at a later time based on anticipated flow, BOD and TSS calculations. Water Quality contact: Rob Lecel, (650) 829-3882 G A T E W A Y E X E C U TIV E D R. 10 1 AIRPORT BOULEVARD DUBUQUE AVENUE LINDEN A V E N U E AVENUE EAST GR AND PR O J E C T S I T E B O U L E V A R DE C C L E S A V E. F O R B E S B L V D . OYSTER POINT BVLD SH E E T I N D E X P- A 1 . 1 SI T E P L A N A N D S I T E D A T A LO C A T I O N P- A 2 . 2 P- A 3 . 1 B U I L D I N G A E L E V A T I O N S P- A 3 . 2 B U I L D I N G B E L E V A T I O N S P- A 4 . 1 B U I L D I N G A S E C T I O N S P- A 4 . 2 B U I L D I N G B S E C T I O N S P- A 1 . 2 S I T E S E C T I O N S BU I L D I N G B F L O O R P L A N S SI T E P L A N , R O O F P L A N A N D S I T E C A L C U L A T I O N S P- A 1 . 0 BU I L D I N G A F L O O R P L A N S P- A 2 . 1 PR E L I M I N A R Y G R A D I N G P L A N PR E L I M I N A R Y P L A N T I N G P L A N P- C 2 P- L 1 . 0 BU I L D I N G S E C T I O N S SE C O N D , T Y P I C A L AN D F I F T H L E V E L P A R K I N G P L A N S GR O U N D L E V E L P A R K I N G P L A N P- P 3 . 1 P- P 2 . 2 P- P 2 . 1 P- P 3 . 2 B U I L D I N G E L E V A T I O N S P- E 1 . 1 S I T E P L A N P H O T O M E T R I C ST O R M W A T E R Q U A L IT Y C O N T R O L P L A N P- C 3 925.245.8788E-mail: sreynolds@kierwright.com Contact: Stephen Reynolds 925.245.8796 fax Kier & WrightLivermore, CA 94551 2850 Collier Canyon Road civil engineer BioMed Realty TrustNewark, CA 9456065 0 . 9 6 7 . 6 6 0 0 E- m a i l : j o s e @ c a s a r c h . c o m 65 0 . 9 6 7 . 6 6 1 6 f a x E-mail: andrew.richard@biomedrealty.com Contact: Andrew Richard Mo u n t a i n V i e w , C A 9 4 0 4 3 10 2 3 S h o r e l i n e B o u l e v a r d CA S A r c h i t e c t s , I n c . architect510.795.2985 fax 510.505.6046 7677 Gateway Blvd, Suite 100 DESIGN TEAMowner408.481.9020E-mail: paul@rala.net Contact: Paul J. Reed 408.481.9022 fax Sunnyvale, CA 94086 477 S. Taaffe Street Reed Associates landscape architect E- m a i l : v i s h . p o n n a t h p o re @ g r e e n e - e n g i n e e r s . c o m PM G r e e n e E n g i n e e r s Sa n J o s e , C A 9 5 1 1 0 Co n t a c t : V i s h P o n n a t h p o r e 17 4 0 T e c h n o l o g y Dr i v e , S u i t e 2 1 0 40 8 . 2 0 0 . 7 2 0 1 f a x 40 8 . 2 0 0 . 7 2 0 0 li g h t i n g e n g i n e e r RE F E R E N C E E X I S T I N G SI T E C O N D I T I O N S EX I S T I N G S I T E P H O T O S P- A 0 . 2 P- A 0 . 1 10 0 C e n t u r y C e n t e r C o u r t , S u i t e 6 0 0 E- m a i l : m d a v i s @ w a t r y d e s i g n . c o m Wa t r y D e s i g n , I n c . Co n t a c t : M a t t D a v i s 40 8 3 9 2 - 7 9 0 0 Sa n J o s e , C A 9 5 1 1 2 pa r k i n g a r c h i t e c t / p l a n n e r Ri n n e & P e t e r s o n 11 2 1 S a n A n t o n i o Ro a d , S u i t e C 2 0 0 E- m a i l : a a r o n kv a m m e @ r p s e . c o m Pa l o A l t o , C A 9 4 3 0 3 - 4 3 1 1 Co n t a c t : A a r o n K v a m m e 65 0 . 4 2 8 . 2 8 6 1 f a x 65 0 . 4 2 8 . 2 8 6 0 st r u c t u r a l e n g i n e e r P- A 4 . 3 G L A S S S K I N S T U D Y LI F E S C I E N C E C A M P U S - 4 7 5 E C C L E S PL A N N I N G P A C K A G E 47 5 E c c l e s A v e n u e So u t h S a n F r a n c i s c o , C A 9 4 0 8 0 Co n t a c t : J o s é C o t t o N EX I S T I N G C O N D I T I O N S P- C 1 CA S J O B N O : 2 0 1 1 - 0 7 3 D A T E : 1 1 . 1 5 . 1 1 PR E L I M I N A R Y C O U R T Y A R D P L A N T I N G P L A N P- L 1 . 1 PL A N N I N G R E S U B M I T TA L : 0 5 . 2 4 . 1 2 PR O P O S E D T R E E DI M E N S I O N P L A N P- L 1 . 2 P- A 1 . 3 SI T E P L A N , P H A S E 1 LA N D S C A P E H Y D R O - Z O N E P L A N P- L 2 . 0 TR E E S H A D I N G P L A N P- L 1 . 3 PL A N N I N G C O M M I S S I O N : 1 1 . 2 6 . 1 2 P- A 1 . 1 A E N V I R O N M E N T A L M E A S U R E S PL A N N I N G R E S U B M I T TA L : 0 9 . 1 9 . 1 4 XXXXXXXXXXXXXX X X X X X X X X X X X X X X X X X X X X X X X X X X X SSSSSSSSSSSSSS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SSSSSSSS SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SDSD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD OHOHOHOHOHOH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH SD C D A BEXISTING SITE CONDITIONS 1" = 3 0 ' - 0 " 1" = 3 0 ' - 0 " REV.DATEDESCRIPTION CA S A r c h i t e c t s , I n c 10 2 3 N S h o r e l i n e B l v d Mo u n t a i n V i e w , C A 9 4 0 4 3 TE L 6 5 0 . 9 6 7 . 6 6 0 0 FA X 6 5 0 . 9 6 7 . 6 6 1 6 ww w . c a s a r c h . c o m Jo s é C o t t o , A . I . A So u t h S a n F r a n c i s c o , C A 9 4 0 8 0 LI F E S C I E N C E C A M P U S - 4 7 5 E C C L E S 47 5 E C C L E S A V E N U E 11.15.11PLANNING SUBMITTAL04.12.12PLANNING REVIEW05.24.12PLANNING RESUBMITTAL11.26.12PLANNING COMMISSION 09.19.14PLANNING RESUBMITTAL A SI T E P H O T O V I E W D I R E C T I O N . SE E S H E E T P - A 0 . 2 LE G E N D RE F E R E N C E EX I S T I N G S I T E CO N D I T I O N S P- A 0 . 1 NOTE: S U P E R S E D E D B Y I S S U E D D E M O L I T I O N P E R M I T B Y C I T Y O F S O U T H S A N F R A N C I S C O REV.DATEDESCRIPTION CA S A r c h i t e c t s , I n c 10 2 3 N S h o r e l i n e B l v d Mo u n t a i n V i e w , C A 9 4 0 4 3 TE L 6 5 0 . 9 6 7 . 6 6 0 0 FA X 6 5 0 . 9 6 7 . 6 6 1 6 ww w . c a s a r c h . c o m Jo s é C o t t o , A . I . A So u t h S a n F r a n c i s c o , C A 9 4 0 8 0 LI F E S C I E N C E C A M P U S - 4 7 5 E C C L E S 47 5 E C C L E S A V E N U E 11.15.11PLANNING SUBMITTAL04.12.12PLANNING REVIEW05.24.12PLANNING RESUBMITTAL11.26.12PLANNING COMMISSION 09.19.14PLANNING RESUBMITTAL SI T E P H O T O A - L O O K I N G S O U T H SI T E P H O T O B - L O O K I N G N O R T H - E A S T SI T E P H O T O C - L O O K I N G N O R T H SI T E P H O T O D - L O O K I N G N O R T H EX I S T I N G S I T E PH O T O S P- A 0 . 2 NOTE: S U P E R S E D E D B Y I S S U E D D E M O L I T I O N P E R M I T B Y C I T Y O F S O U T H S A N F R A N C I S C O NO T E : S U P E R S E D E D B Y I S S U E D D E M O L I T I O N P E R M I T B Y C I T Y O F S O U T H S A N F R A N C I S C O Ar e a  ID To t a l   Ar e a  (A C ) To t a l   Ar e a  (S F ) Pe r v i o u s   (S F ) Im p e r v i o u s   (S F ) Mi n i m u m   Sw a l e *   (S F ) Nu m b e r   of  Tr e e s * *   (E a c h ) De s i g n   Sw a l e * * *   (S F ) 1 0 . 3 5 1 5 2 4 6 3 2 5 7 1 1 9 8 9 4 8 0 0 5 4 0 2 0 . 6 5 2 8 3 1 4 1 1 3 2 6 1 6 9 8 8 6 8 0 0 7 6 4 3 0 . 7 7 3 3 5 4 1 5 4 0 3 2 8 1 3 8 1 1 2 6 0 1 2 6 6 45 0 . 6 2 2 7 0 0 7 6 0 8 9 2 0 9 1 8 8 3 7 8 1 1 0 1 6 0 . 9 9 4 3 1 2 4 6 9 9 0 3 6 1 3 4 1 4 4 5 8 1 7 8 6 7 0 . 0 9 3 9 2 0 1 6 8 3 2 2 3 7 8 9 0 1 0 1 8 0 . 1 6 6 9 7 0 2 9 2 0 4 0 5 0 1 6 2 0 1 8 2 9 0 . 1 4 6 0 9 8 3 4 0 1 2 6 9 7 1 0 8 0 1 2 1 10 0 . 3 7 1 6 1 1 7 3 0 7 3 1 3 0 4 4 5 2 2 0 5 8 7 11 0 . 1 1 4 7 9 2 1 3 3 0 3 4 6 2 1 3 8 0 1 5 6 12 0 . 1 0 4 3 5 6 1 2 5 4 2 3 1 13 0 . 1 1 4 7 9 2 1 7 6 3 3 0 2 9 1 2 1 2 1 7 6 14 0 . 3 9 1 6 9 8 8 3 4 3 7 1 3 5 5 1 5 4 2 2 6 5 0 15 0 . 2 7 1 1 7 6 1 2 6 1 7 9 1 4 4 3 6 6 0 4 1 1 16 0 . 0 9 3 9 2 0 2 4 8 4 1 4 3 6 5 7 0 6 5 17 0 . 1 1 4 7 9 2 3 2 3 4 4 6 9 18 a + 1 8 b 0 . 2 6 1 1 3 2 6 2 0 7 9 9 2 4 7 3 7 0 4 4 9 6 19 0 . 1 2 5 2 2 7 8 1 9 4 4 0 8 1 7 6 1 2 1 8 20 0 . 1 4 6 0 9 8 3 4 0 4 2 6 9 4 1 0 8 3 1 8 1 No t e s : * 4%  of  th e  Im p e r v i o u s  Ar e a  is  th e  mi n i m u m  pe r  th e  Sa n  Ma t e o  Co u n t y  C. 3  Gu i d e l i n e s **  Nu m b e r  of  Tr e e s  is  pe r  th e  la n d s c a p e  pl a n .  Tr e e s  ar e  co u n t e d  on l y  in  th e  tr e a t m e n t  p ** *  De s i g n  sw a l e  = 4. 5 %  im p e r v i o u s  ar e a  + 20 s f  pe r  tr e e ** * * S e e  th e  Ma n u f a c t u r e r s  in f o r m a t i o n  fo r  tr e a t m e n t  me t h o d s  an d  si z i n g CD S  Un i t * * * * CD S  Un i t * * * * No t  Us e d N 60°30'00" W 125.00'N 47°00'31" W 366.63'73.33'N 17°00'31" W N 47°00'31" W 88.00'N 39°56'25" W143.11'N 81°39'31" E 65.55'N 02°00'31" W28.28'N 42°59'29" E 237.36' X X N 5 0 ° 0 3 ' 3 5 " E 3 6 6 . 0 8 ' X X X X X X X X X N 39°56'25" W 475.15' N 5 0 ° 0 3 ' 3 5 " E 3 2 5 . 8 4 ' X X X X X X X X X X X X 51'-8" 20'-0" 32'-0" 64 ' - 0 " 54'-0" 37'-2" 48 ' - 4 " FRONT SETBACK 36'-0" 25 ' - 0 " 6' - 0 " 58'-0" 25 ' - 0 " PARKING STRUCTURE5 LEVELS 4- S T O R I E S BU I L D I N G A 4- S T O R I E S BU I L D I N G B 1 9 BG G B 9 1 1 3AS RO O F S C R E E N RO O F S C R E E N ST A I R EN C L O S U R E ST A I R EN C L O S U R E 11 7 , 5 9 5 S F 14 4 , 6 9 2 S F ME C H A N I C A L W E L L , SI Z E A N D L O C A T I O N TO B E D E T E R M I N E D SI Z E A N D L O C A T I O N TO B E D E T E R M I N E D ME C H A N I C A L W E L L , 99'-9" ℄ ROAD SE T B A C K SI D E 10 ' - 0 " REV.DATEDESCRIPTION CA S A r c h i t e c t s , I n c 10 2 3 N S h o r e l i n e B l v d Mo u n t a i n V i e w , C A 9 4 0 4 3 TE L 6 5 0 . 9 6 7 . 6 6 0 0 FA X 6 5 0 . 9 6 7 . 6 6 1 6 ww w . c a s a r c h . c o m Jo s é C o t t o , A . I . A So u t h S a n F r a n c i s c o , C A 9 4 0 8 0 LI F E S C I E N C E C A M P U S - 4 7 5 E C C L E S 47 5 E C C L E S A V E N U E 11.15.11PLANNING SUBMITTAL04.12.12PLANNING REVIEW05.24.12PLANNING RESUBMITTAL11.26.12PLANNING COMMISSION 09.19.14PLANNING RESUBMITTAL OC C U P A N C Y SITE PLAN / ROOF PLAN F- 1 / S - 1 B/ F - 2 / S - 2 H/ L NO T P E R M I T T E D < 3 ' - 0 " OP E N I N G S 15 % < 5 ' - 0 " PR O T E C T E D < 2 0 ' - 0 " NO T P E R M I T T E D < 5 ' - 0 " 3- H O U R N / C < 5 ' - 0 " 2- H O U R N / C < 1 0 ' - 0 " 1- H O U R N / C < 3 0 ' - 0 " NR , N / C E L S E W H E R E 2- H O U R N / C < 5 ' - 0 " 1- H O U R N / C < 3 0 ' - 0 " 1- H O U R N / C < 1 0 ' - 0 " 1- H O U R N / C < 3 0 ' - 0 " NR , N / C E L S E W H E R E 1- H O U R N / C < 5 ' - 0 " EX T E R I O R W A L L 1" = 3 0 ' - 0 " LO C A T I O N O N P R O P E R T Y RE Q U I R E M E N T S - T Y P E I - B SI T E D A T A 1" = 3 0 ' - 0 " RE Q U I R E D C O N S T R U C T I O N - T Y P E I - B ST A I R W A Y C O N S T R U C T I O N FL O O R S A N D F L O O R - C E I L I N G S EX T E R I O R D O O R S & W I N D O W S RO O F BE A R I N G W A L L S , E X T E R I O R NO N B E A R I N G W A L L S , E X T E R I O R BE A R I N G W A L L S , I N T E R I O R ST R U C T U R A L F R A M E SH A F T E N C L O S U R E S NO N C O M B U S T I B L E PR O T E C T E D < 2 0 F E E T NO T P E R M I T T E D < 5 F E E T 2 H O U R ON P R O P E R T Y BA S E D O N L O C A T I O N 2 H O U R 2 H O U R DE S C R I P T I O N BT P Z O N E / B U S I N E S S & T E C H N O L O G Y P A R K GR O U N D F L O O R SE C O N D F L O O R FO U R T H F L O O R FO U R T H F L O O R GR O U N D F L O O R SE C O N D F L O O R TH I R D F L O O R GR O S S F L O O R A R E A B U I L D I N G A GR O S S F L O O R A R E A B U I L D I N G B FL O O R A R E A B Y F L O O R - B U I L D I N G B TH I R D F L O O R FL O O R A R E A B Y F L O O R - B U I L D I N G A F. A . R . C A L C U L A T I O N PA R C E L N U M B E R GR O S S F L O O R A R E A - B U I L D I N G A GR O S S F L O O R A R E A - B U I L D I N G B GR O S S F L O O R A R E A - T O T A L ZO N I N G F. A . R . A L L O W E D 33 , 5 1 0 S . F . 27 , 2 9 3 S . F . 28 , 7 4 7 S . F . 30 , 1 9 3 S . F . 11 7 , 5 9 5 S . F . 31 , 3 6 2 S . F . 35 , 6 6 0 S . F . 14 4 , 6 9 2 S . F . 37 , 2 9 7 S . F . 38 , 2 2 5 S . F . 14 4 , 6 9 2 S . F . 26 2 , 7 2 7 S . F . 11 7 , 5 9 5 S . F . 05 1 - 0 7 1 - 3 3 0 1. 0 F. A . R . S H O W N .9 8 9 BA S E D O N L O C A T I O N ON P R O P E R T Y LEGENDREQUIRED SETBACKSEXISTING EASEMENTON PROPERTY TH I S P R O J E C T C O N S I S T S O F TW O F O U R - S T O R Y S T E E L - F R A M E D SH E L L S T R U C T U R E S T O T A L I N G 2 6 2 ,2 8 7 S F I N A R E A A N D A DE T A C H E D F I V E L E V E L O P E N P A R K I N G S T R U C T U R E . TH E T W O S T R U C T U R E S S H A L L B E C O N S I D E R E D A S O N E B U I L D I N G FO R A L L O W A B L E A R E A C A L C U L A T I O N S . T H E B U I L D I N G S H E L L ST R U C T U R E S S H A L L B E O F T Y P E I - B C O N S T R U C T I O N A N D SU R R O U N D E D O N A L L S I D E S W I T H Y A R D S O F N O T L E S S T H A N 37 ' - 0 " I N W I D T H . T H E B U I L D I N G S H A L L B E 9 0 ' - 0 " I N H E I G H T A T I T S HI G H E S T P O I N T . AC C E S S T O T H E S I T E S H A L L B E F R O M E C C L E S A V E N U E . T H E MA J O R I T Y O F T H E P A R K I N G S H A L L B E P R O V I D E D B Y T H E P A R K I N G ST R U C T U R E W I T H A D D I T I O N A L S U R F A C E P A R K I N G L O C A T E D TH O U R O U G H O U T T H E S I T E . M O S T A C C E S S I B L E P A R K I N G I S PR O V I D E D W I T H I N T H E P A R K I N G S T R U C T U R E . P A R K I N G I S PR O V I D E D F O R C A R P O O L A N D E L E C T R I C V E H I C L E S . TH E E X I S T I N G B U I L D I N G , P A V I N G A N D A S S O C I A T E D S E R V I C E ST R U C T U R E S , E T C A R E P R O P O S E D T O B E R E M O V E D U N D E R A SE P A R A T E P A C K A G E . TO T A L L O T A R E A : 26 5 , 6 1 8 S . F . + 2 0 : 1 S L O P E A L L O W A B L E H E I G H T I N C R E A S E BU I L D I N G H E I G H T - B U I L D I N G A T. O . B L D G . P A R A P E T T. O . B L D G . P E N T H O U S E +7 1 ' - 6 " +9 0 ' - 0 " BU I L D I N G H E I G H T - B U I L D I N G B T. O . B L D G . P E N T H O U S E T. O . B L D G . P A R A P E T +9 0 ' - 0 " +7 1 ' - 6 " BU I L D I N G H E I G H T - P A R K I N G S T R U C T U R E T. O . F I F T H L E V E L R A I L +4 5 ' - 7 " T. O . E L E V A T O R S H A F T +6 0 ' - 0 " (B A S E D O N G E N E R A L P L A N - A R E A 1 6 1 ' A B O V E S E A L E V E L BU I L D I N G H E I G H T A L L O W E D EA S T O F 1 0 1 S E C . 3 . 5 - 1 - 4 ) (O R + 9 1 ' - 6 " F R O M T . O . S . ) NO R T H O F F O R B E S A V E . ( D IS T . = 6 0 0 ' - 0 " M I N . ) +1 2 1 ' - 6 " +3 0 ' - 0 " BU I L D I N G H E I G H T A L L O W E D (E L E V A T I O N 6 9 . 5 G I V E N A S D A T U M 0 ' - 0 " ) SI T E P L A N / R O O F P L A N AN D SI T E C A L C U L A T I O N S P- A 1 . 0 AL L O W A B L E A R E A S : T Y P E I - B P E R C B C 2 0 1 3 , TA B L E 5 0 3 & S E C T I O N 5 0 8 , M i x e d O c c OC C U P A N C Y A L L O W A B L E A R E A Aa = A t + [ A t x I f ] + [ A t x I s ] If = [ F / P - 0 . 2 5 ] W / 3 0 O R If = [ F / P - 0 . 2 5 ] 2 ( P E R UB C S E C T I O N 5 0 6 . 2. 1 E X E C E P T I O N ) ( E x a m p l e : F / P = [ 1 22 4 f t . / 1 2 2 4 / f t - 0 . 2 5 ] 2 = 1 . 5 ) Is = 2 F O R M O R E T H A N O N E S T O R Y ( E X C E P T H - 3 ) B 11 S T O R I E S Aa = U N L I M I T E D F- 1 11 S T O R I E S Aa = U N L I M I T E D H- 4 & H - 5 Aa = U N L I M I T E D AL L O W A B L E A R E A ( T O T A L B U I L D I N G ) OKOKOK S- 1 11 S T O R I E S Aa = [ 4 8 , 0 0 0 + ( 4 8 , 0 0 0 x 1 . 3 7 ) + ( 4 8 , 0 0 0 x 2 ) ] x 3 = 6 2 8 , 9 9 5 S F 62 8 , 9 9 5 S F H- 3 6 S T O R I E S Aa = [ 6 0 , 0 0 0 + ( 6 0 , 0 0 0 x 1 . 3 7 ) + ( 6 0 , 0 0 0 x 1 ) } x 2 = 4 0 4 , 1 6 2 S F 40 4 , 1 6 2 S F AL L O W A B L E HE I G H T 7 S T O R I E S ( H 4 ) 4 S T O R I E S ( H 5 ) B Aa = U N L I M I T E D F- 1 Aa = U N L I M I T E D H- 4 & H - 5 Aa = U N L I M I T E D AL L O W A B L E A R E A ( P E R F L O O R ) S- 1 Aa = 4 8 , 0 0 0 + ( 4 8 , 0 0 0 x 1 . 3 7 ) + ( 4 8 , 0 0 0 x 2 ) = 2 0 9 , 6 6 5 S F H- 3 Aa = 6 0 , 0 0 0 + [ 6 0 , 0 0 0 x 1 . 3 7 ] + 0 = 2 0 2 , 0 8 1 S F OKOKOK 20 9 , 6 6 5 S F 20 2 , 0 8 1 S F 1 H O U R - 2 H O U R A B O V E 3R D F L O O R CO N T R O L A R E A (P A R T I T I O N S & F L O O R S ) 2 H O U R NO N C O M B U S T I B L E 2 H O U R ( 1 H O U R I F B E A R I N G RO O F O N L Y ) 25 % < 1 0 ' - 0 " NO L I M I T < 2 0 ' - 0 " NO T P E R M I T T E D < 3 ' - 0 " 15 % < 5 ' - 0 " 25 % < 1 0 ' - 0 " NO L I M I T < 2 0 ' - 0 " NR , N / C E L S E W H E R E 20 ' 0 5' 10 ' 60 ' 30 ' BU I L D I N G S A A N D B A R E T O B E T R E A T E D A S O N E B U I L D I N G AL L O W A B L E A R E A S : T Y P E I - B P E R C B C 2 0 1 3 , T A B L E 4 0 6 . 5 . 4 AL L O W A B L E H E I G H T S- 2 12 T I E R S Aa = [ 7 9 , 0 0 0 + ( 7 9 , 0 0 0 x 1 . 2 5 ) + ( 7 9 , 0 0 0 x 2 ) ] X 3 = 1 , 0 0 6 , 8 0 9 S F PA R K I N G G A R A G E MI X E D U S E A L L O W E D (B A S E A R E A G I V E N ) GR O S S F L O O R A R E A - B R I D G E , F L O O R S 2 & 3 4 4 0 S . F . AL L O W A B L E A R E A ( P E R F L O O R ) S- 2 Aa = 7 9 , 0 0 0 + ( 7 9 , 0 0 0 x 1 . 2 5 ) + ( 7 9 , 0 0 0 x 2 ) = 3 3 5 , 6 0 3 S F AL L O W A B L E A R E A ( T O T A L B U I L D I N G ) 12 0 ' 6 N 60°30'00" W 125.00'N 47°00'31" W 366.63'73.33'N 17°00'31" W N 47°00'31" W 88.00'N 39°56'25" W143.11'N 81°39'31" E 65.55'N 02°00'31" W28.28'5 LEVELS PARKING STRUCTURE N 42°59'29" E 237.36' X X 3 2 N 5 0 ° 0 3 ' 3 5 " E 3 6 6 . 0 8 ' 4- S T O R Y B L D G . BU I L D I N G B X X X X X X X X X N 39°56'25" W 475.15' 4- S T O R Y B L D G . BU I L D I N G A N 5 0 ° 0 3 ' 3 5 " E 3 2 5 . 8 4 ' X X X X 12 X X X 8 X X X X X 00 1 ST A I R 00 1 ST A I R UP ROZZI PL. EC C L E S A V E N U E VA N 3 10 6 2 5 4 9 3 69 R 3 2'- 0 " 5 B PA 1 . 2 APA1.2 B PA 1 . 2 A PA 1 . 2 23 2 3 1 1 4 9 G B G1 B 9 1 31AS 6 550 PARKING STALLS 9 10 10 7 ℄ ROAD 11 11 11 13 12 TR A S H , RE F U S E & RE C Y C L I N G TRASH, REFUSE & RECYCLING 14 14 15 REV.DATEDESCRIPTION CA S A r c h i t e c t s , I n c 10 2 3 N S h o r e l i n e B l v d Mo u n t a i n V i e w , C A 9 4 0 4 3 TE L 6 5 0 . 9 6 7 . 6 6 0 0 FA X 6 5 0 . 9 6 7 . 6 6 1 6 ww w . c a s a r c h . c o m Jo s é C o t t o , A . I . A So u t h S a n F r a n c i s c o , C A 9 4 0 8 0 LI F E S C I E N C E C A M P U S - 4 7 5 E C C L E S 47 5 E C C L E S A V E N U E 11.15.11PLANNING SUBMITTAL04.12.12PLANNING REVIEW05.24.12PLANNING RESUBMITTAL11.26.12PLANNING COMMISSION 09.19.14PLANNING RESUBMITTAL SITE PLAN 1" = 3 0 ' - 0 " TO T A L A R E A : ST A I R A N D E X I T W I D T H C A L C U L A T I O N S BU I L D I N G A SE C O N D F L O O R = 3 5 , 6 6 0 S F TH I R D F L O O R = 3 8 , 2 2 5 S F FO U R T H F L O O R = 3 7 , 2 9 7 S F SE C O N D F L O O R = 2 8 , 7 4 7 S F FO U R T H F L O O R = 3 0 , 1 9 3 S F BU I L D I N G B TH I R D F L O O R = 3 1 , 3 6 2 S F TO T A L B U I L D I N G A R E A = 1 4 4 , 6 9 2 S F TO T A L B U I L D I N G A R E A = 1 1 7 , 5 9 5 S F GR O S S F L O O R A R E A = 2 6 2 , 2 8 7 S F OC C U P A N T L O A D C O U N T : ( T A B L E 1 0 0 4 . 1 . 1 ) FI R S T F L O O R = 2 7 , 2 9 3 S F FI R S T F L O O R = 3 3 , 5 1 0 S F SE C O N D F L O O R = 3 5 , 6 6 0 S F / 1 0 0 S F P E R O C C . = 3 5 7 O C C . FO U R T H F L O O R = 3 7 , 2 9 7 S F / 1 0 0 S F P E R O C C . = 3 7 3 O C C . FI R S T F L O O R = 3 3 , 5 1 0 S F / 1 0 0 S F P E R O C C . = 3 3 6 O C C . TH I R D F L O O R = 3 8 , 2 2 5 S F / 1 0 0 S F P E R O C C . = 3 8 3 O C C . FO U R T H F L O O R = 3 0 , 1 9 3 S F / 1 0 0 S F P E R O C C . = 3 0 2 O C C . SE C O N D F L O O R = 2 8 , 7 4 7 S F / 1 0 0 S F P E R O C C . = 2 8 8 O C C . FI R S T F L O O R = 2 7 , 2 9 3 S F / 1 0 0 S F P E R O C C . = 2 7 3 O C C . TH I R D F L O O R = 3 1 , 3 6 2 S F / 1 0 0 S F P E R O C C . = 3 1 4 O C C . EX I T W I D T H C A L C U L A T I O N S : ( S E C T I O N 1 0 0 5 ) 38 3 O C C . X 0 . 2 " F A C T O R = 7 7 " / 3 E X I T S = 2 6 " < 3 6 " W I D E D O O R S , M I N . BU I L D I N G A 31 4 O C C . X 0 . 2 " F A C T O R = 6 3 " / 3 E X I T S = 2 1 " < 3 6 " W I D E D O O R S , M I N . BU I L D I N G B ST A I R W I D T H C A L C U L A T I O N S : ( S E C T I O N 1 0 0 5 ) 31 4 O C C . X 0 . 3 " F A C T O R = 9 4 . 2 " / 2 S T A I R S = 4 8 " W I D E S T A I R S , M I N . 38 3 O C C . X 0 . 3 " F A C T O R = 1 1 4 . 9 " / 2 S T A I R S = 5 8 " W I D E S T A I R S , M I N . 1" = 3 0 ' - 0 " BU I L D I N G A BU I L D I N G B BU I L D I N G B ( 3 R D F L R . ) BU I L D I N G A ( 3 R D F L R ) PA R K I N G P R O V I D E D PA R K I N G G A R A G E P A R K I N G : ON - G R A D E P A R K I N G : 54 0 S T A L L S UN I S T A L L ( 8 ' 6 X 1 8 ' ) AC C E S S I B L E S T A L L S 9 S T A L L S AC C E S S I B L E S T A L L S UN I S T A L L ( 8 ' 6 X 1 8 ' ) 1 0 1 S T A L L S 2 S T A L L S TO T A L P A R K I N G S T A L L S P R O V I D E D : 65 5 S T A L L S VA N A C C E S S I B L E S T A L L S 1 S T A L L PA R K I N G D A T A SI T E N O T E S (1 2 S T A L L S ) TO T A L A C C E S S I B L E S T A L L S P R O V I D E D LEGEND20'-0" MIN WIDE FIRE LANE -PER FIRE DEPT STANDARDS SI T E R E M A R K S SE R V I C E Y A R D ON - G R A D E L O A D I N G A R E A DE P R E S S E D L O A D I N G A R E A OV E R H E A D W A L K W A Y BI C Y C L E P A R K I N G , 2 0 S P A C E S 2534 1 20 ' 0 5' 10 ' 60 ' 12 0 ' SI T E C O V E R A G E D A T A TO T A L B U I L D I N G C O V E R A G E : TO T A L P E R V I O U S P E R C E N T A G E L O T C O V E R A G E TO T A L I M P E R V I O U S P E R C E N T A G E L O T C O V E R A G E TO T A L B U I L D I N G P E R C E N T A G E L O T C O V E R A G E TO T A L I M P E R V I O U S A R E A L O T C O V E R A G E TO T A L P E R V I O U S A R E A L O T C O V E R A G E BU I L D I N G B PA R K I N G S T R U C T U R E TO T A L B U I L D I N G C O V E R A G E : TO T A L L O T A R E A : BU I L D I N G A 31 , 3 3 2 S F 39 , 6 3 6 S F 10 9 , 4 4 0 S F 41 . 2 % 26 5 , 6 1 8 S F 38 , 4 7 2 S F AC C E S S I B L E P A T H F R O M P U B L I C W A Y 6 30 ' RE F E R T O S H E E T S P - P 2 . 1 A N D P - 2 . 2 F O R P A R K I N G S T A L L L A Y O U T AT P A R K I N G G A R A G E SI T E P L A N A N D SI T E D A T A P- A 1 . 1 VA N A C C E S S I B L E S T A L L S 2 S T A L L S 1. F O R G R A D I N G I N F O R M A T I O N , S E E S H E E T C - 2 , P R E L I M I N A R Y GR A D I N G P L A N . 2. F O R L A N D S C A P I N G I N F O R M A T I O N , S E E S H E E T S P - L 1 . 0 A N D P - L 1 . 1 , CO N C E P T U A L L A N D S C A P E P L A N . 3. F I R E H Y D R A N T S S H A L L B E P R O V I D E D A T L E A S T 1 0 ' F R O M A L L DR I V E W A Y S . A L L S T R U C T U R E S T O B E W H O L L Y W I T H I N 5 0 0 ' O F HY D R A N T . CO V E R E D B I C Y C L E P A R K I N G , 4 2 S P A C E S 7 RE T A I N I N G W A L L 8 DO U B L E S I D E D M O N U M E N T S I G N , 8 ' - 0 " H I G H 9 VE H I C L E W A Y F I N D I N G S I G N A G E 10 ACCESSIBLE PATH FROM PARKING AND PUBLIC WAY 19 1 , 8 6 6 S F 62 , 5 2 3 S F 71 % 24 % TR A N S F O R M E R 11 CO L O R E D C O N C R E T E S E A T I N G 1213 WA T E R F E A T U R E , W A T E R F A L L I N G O V E R S T O N E S L A B S (P A R K I N G R A T I O N 2 . 5 / 1 0 0 0 S F ) 14 TR A S H , R E F U S E & R E C Y C L I N G W I T H I N C O V E R E D Y A R D . C U R B E D A N D PA R T I T I O N E D F R O M S E R V I C E Y A R D . 15 PR O P O S E D F U T U R E B R I D G E . REV.DATEDESCRIPTION CA S A r c h i t e c t s , I n c 10 2 3 N S h o r e l i n e B l v d Mo u n t a i n V i e w , C A 9 4 0 4 3 TE L 6 5 0 . 9 6 7 . 6 6 0 0 FA X 6 5 0 . 9 6 7 . 6 6 1 6 ww w . c a s a r c h . c o m Jo s é C o t t o , A . I . A So u t h S a n F r a n c i s c o , C A 9 4 0 8 0 LI F E S C I E N C E C A M P U S - 4 7 5 E C C L E S 47 5 E C C L E S A V E N U E ENVIR O N M E N T A L M E A S U R E S I N C O RP O R A T E D I N T O T H E P R O J E C T EN V I R O N M E N T A L ME A S U R E S P- A 1 . 1 A 08.21.12ENVIRONMENTAL MEASURES11.26.12PLANNING COMMISSION 2.4 E n v i r o n m e n t a l M e a s u r e s I n c o r p o r a t e d i n t o t h e Pr o j e c t The f o l l o w i n g m e a s u r e s a r e p r o p o s e d a s pa r t o f t h e P r o j e c t an d a r e s h o w n o n t h e arc h i t e c t u r a l d r a w i n g s (s h e e t P . A . 1 . 1 a ) a n d i n a p p l i c a t i o n m a t e r i a l s . T h e s e m e a s u r e s a r e in a d d i t i o n t o t h e C i ty ' s s t a n d a r d r e q u i r e m e n t s i d e n t i fi e d i n C h a p t e r 1 s a v e f o r A i r Qu a l i t y i t e m s 1 - 3 a n d S i t e R e m e d i a t i o n M e as u r e s t h a t r e q u i r e J P e r m i t s t o r e m o v e asb e s t o s a n d l e a d b a s e d p a i n t c o n t a i n i n g m a t e ri a l s . T h e m e a s u r e s ar e d e s i g n e d t o r e d u c e the e n v i r o n m e n t a l a f f e c t o f t h e P r o j e c t . A. A i r Q u a l i t y a n d Gr e e n H o u s e G a s E m i s s i on R e d u c t i o n M e a s u r e s 1)A s p e c t s O f P r o j e c t D e s i g n e d T o L i m i t F u g i t i v e Du s t E m i s s i o n s . T h e c o n s t r u c t i o n co n t r a c t o r s h a l l r e d u c e c o n s tr u c t i o n - r e l a t e d a i r p o l l u t an t e m i s s i o n s b y i m p l e m e n t i n g BA A Q M D ' s b a s i c f u g i t i v e d u s t c o n t r o l m e a s u r e s . T h e r e f o r e , t h e P r o j e c t s h a l l i n c l u d e th e f o l l o w i n g r e q u ir e m e n t s i n c o n s t r u c t i o n c o n t r a c t s :  Al l e x p o s e d s u r f a c e s ( e . g . , pa r k i n g a r e a s , s t a g i n g a r ea s , s o i l p i l e s , g r a d e d ar e a s , a n d u n p a v e d a c c e s s r o a d s ) s h a l l b e w a t e r e d t w o t i m e s p e r d a y .  Al l h a u l t r u c k s t r an s p o r t i n g s o i l , s a n d , o r o t he r l o o s e m a t e r i a l o f f s i t e sh a l l b e c o v e r e d .  Al l v i s i b l e m u d o r di r t t r a c k - o u t o n t o a d j a c e nt p u b l i c r o a d s s h a l l b e re m o v e d u s i n g w e t p o w e r v a c u u m s t r ee t s w e e p e r s a t l e a s t o n c e p e r d a y . Th e u s e o f d r y p o w e r s w ee p i n g i s p r o h i b i t e d .  Al l v e h i c l e s p e e d s o n u n p a v e d r o a d s sh a l l b e l i m i t e d t o 1 5 m i l e s p e r h o u r .  Al l r o a d w a y s , d r i v e w a y s , a n d s i d e w a l k s t o b e p a v e d s h a l l b e c o m p l e t e d as s o o n a s p o s s i b l e . B u il d i n g p a d s s h a l l b e l a i d as s o o n a s p o s s i b l e a f t e r gr a d i n g u n l e s s s e e d i n g o r s o i l b i n d e r s a r e u s e d .  A p u b l i c a l l y v i s i b l e s i g n s h a l l b e po s t e d w i t h t h e t e l e p h o n e n u m b e r a n d pe r s o n t o c o n t a c t a t t h e L e a d A g e n cy r e g a r d i n g d u s t c o m p l a i n t s . T h i s pe r s o n s h a l l r e s p o n d a n d t a k e c o r r e c ti v e a c t i o n w i t h 4 8 h o u r s . T h e A i r Di s t r i c t ' s p h o n e n u m b e r s h a l l a l s o be v i s i b l e t o e n s u r e c o m p l i a n c e w i t h ap p l i c a b l e r e g u l a t i o n s .  Al l e x p o s e d s u r f a c e s s h a l l b e w a t e r e d a t a f r e q u e nc y a d e q u a t e t o m a i n t a i n mi n i m u m s o i l m o i s t u r e o f 1 2 p e r c e n t . M o is t u r e c o n t e n t c a n b e v e r i f i e d b y l a b sa m p l e s o r m o i s t u r e p r o b e . ( i . e . , d u r i ng a n y p h a s e t h a t w i l l e x p o s e p r e v i o u s l y co v e r e d s o i l s , t h e r e w i l l b e s o i l m o i s tu r e m o n i t o r i n g i n t w o l o c a t i o n s o n s i t e , tw i c e a d a y ( m i d - m o r n i n g an d m i d - a f t e r n o o n ) a n d a d d i t i o n a l w a t e r i n g , b e y o n d th e t w i c e - a - d a y w a t e r i n g r e f e r e n c e d a b o v e, w i l l b e a p p l i e d i f t h e m o n i t o r i n g re v e a l s t h a t s o i l m o i s t u r e co n t e n t h a s d r o p p e d b e l o w 1 2 % )  Al l e x c a v a t i o n , g r a d i n g , an d / o r d e m o l i t i o n a c t i v i t i e s s h a l l b e s u s p e n d e d wh e n a v e r a g e w i n d s p e e ds e x c e e d 2 0 m p h . [ O c cu r s l e s s t h a n t h r e e pe r c e n t o f t h e y e a r . ]  Ve g e t a t i v e g r o u n d c o v e r ( e . g . , f a s t - g e r m i n a t i ng n a t i v e g r a s s s e e d ) o r ot h e r p l a n t s t h a t o f f e r du s t m i t i g a t i o n m e a s u r es s h a l l b e p l a n t e d i n di s t u r b e d a r e a s a s s o o n a s p o s s i b l e a n d w a t e r e d a p p r o p r i a t e l y u n t i l ve g e t a t i o n i s e s t a b l i s h e d .  Th e s i m u l t a n e o u s o c c u r r e n c e of e x c a v a t i o n , g r a d i n g , a n d gr o u n d - d i s t u r b i n g c o n s t r u c t i o n a c t i v i ti e s o n t h e s a m e ar e a a t a n y o n e t i m e sh a l l b e l i m i t e d . T o t h e e x t e n t f e a s ib l e , a c t i v i t i e s s h a l l b e p h a s e d t o re d u c e t h e a m o u n t o f d i s t u r be d s u r f a c e s a t a n y o n e t i m e .  Al l t r u c k s a n d e q u i p m e n t , in c l u d i n g t h e i r t i re s , s h a l l b e w a s h e d o f f p r i o r to l e a v i n g t h e s i t e .  Sa n d b a g s o r o t h e r e r o s i o n c o n t r o l m e a s u r e s s h a l l b e i n s t a l l e d t o p r e v e n t si l t r u n o f f t o p u b l i c r o ad w a y s f r o m s i t e s w i t h a sl o p e g r e a t e r t h a n o n e ( 1 ) pe r c e n t . 2)A s p e c t s o f P r o j e c t D e s i g n e d T o L i m i t E x h a u s t E m i s s i o n s . T h e c o n s t r u c t i o n co n t r a c t o r s h a l l i m p l e m e n t th e f o l l o w i n g m e a s u r e s d u r i ng c o n s t r u c t i o n t o r e d u c e co n s t r u c t i o n - r e l a t e d e x h a u s t e m i s s i o n s :  Id l i n g t i m e s s h a l l b e m i ni m i z e d e i t h e r b y s h u t ti n g e q u i p m e n t o f f w h e n no t i n u s e o r r e d u c i n g th e m a x i m u m i d l i n g t i m e to t w o ( 2 ) m i n u t e s C l e a r si g n a g e s h a l l b e p r o v i d e d f o r c o n s t r uc t i o n w o r k e r s a t a l l a c c e s s p o i n t s .  Al l c o n s t r u c t i o n e q u i p m e n t s h a l l b e m a i n t a i n e d a n d p r o p e r l y t u n e d i n ac c o r d a n c e w i t h m a n u f a c t ur e r ' s s p e c i f i c a t i o n s . A l l e q u i p m e n t s h a l l b e ch e c k e d b y a c e r t i f i e d m e c h a n i c a n d de t e r m i n e d t o b e r u n n i n g i n p r o p e r co n d i t i o n p r i o r to o p e r a t i o n .  Al l c o n s t r u c t i o n e q u i p m en t , d i e s e l t r u c k s a n d g e n e r a t o r s s h a l l b e eq u i p p e d w i t h B e s t A v a i l a b l e Co n t r o l T e c h n o l o gy f o r e m i s s i o n re d u c t i o n s o f N O x an d P M t o t h e m a x i m u m e x t e n t f e a s i b l e . T o t h i s e n d , al l g e n e r a t o r s a n d a i r c o m p r e s s o r s u s e d o n s i t e s h a l l b e e l e c t r i c . A l l o n ro a d t r u c k s u s e d o n s i t e s h a l l b e Y e ar M o d e l 2 0 0 7 o r b e t t e r . P r o p a n e o r LN G - f u e l e d b o o m s a n d s c i s s o r l i f t s s h a l l b e u s e d .  Ti e r 2 o r b e t t e r f o r 2 0 p e r c e n t o f h o r s e p o w e r - h o u r s of o f f - r o a d d i e s e l eq u i p m e n t s h a l l b e u s ed d u r i n g c o n s t r u c t i on a n d 6 5 p e r c e n t o f ho r s e p o w e r h o u r s d u r i n g d e m o l i t i o n .  Al l c o n t r a c t o r s s h a l l , t o t h e m a x i m u m e x t e n t f e a s i b l e , u s e e q u i p m e n t t h a t me e t s t h e A R B ' s m o s t r e c e nt c e r t i f i c a t i o n f o r o f f - r o a d h e a v y d u t y d i e s e l en g i n e s .  No o n s i t e g r i n d i n g , cr u s h i n g o r s h r e d d in g o f a s p h a l t o r d e b r i s s h a l l o c c u r on s i t e .  Po t e n t i a l f u t u r e m e a s u r es t h a t a c h i e v e t h e s a me o r b e t t e r p e r f o r m a n c e cr i t e r i a s h a l l b e s u b m i t te d t o t h e C i t y f o r r e v i e w a n d a p p r o v a l p r i o r t o in i t i a t i n g a n y c h a n g e s .  Ap p l i c a n t s h a l l p r ov i d e t h e C i t y a n d G e n e n t ec h w i t h a l i s t o f a n d sc h e d u l e f o r d e m o l i t i o n , g r a d i n g a n d c o n s t r u c t i on e q u i p m e n t a n d ac t i v i t i e s .  A c o n s t r u c t i o n s u p e r i n t e n d e n t s h a l l b e o n s i t e d u r i n g a l l d e m o l i t i o n , gr a d i n g a n d c o n s t r u c t i o n a c t i v i t i e s t o e n f o r c e t h e s e r e g u l a t i o n s . 3)C o m p l i a n c e w i t h B A A Q M D R e g u l a t i on 1 1 , R u l e 2 d u r i n g D e m o l i t i o n . De m o l i t i o n o f e x i s t i n g b u i l d i n g s a n d st r u c t u r e s w o u l d b e s u b j e c t t o B A A Q M D Re g u l a t i o n 1 1 , R u l e 2 ( A sb e s t o s D e m o l i t i o n , R e n o v a t i o n , a n d M a n u f a c t u r i n g ) . BA A Q M D R e g u l a t i o n 1 1 , R u l e 2 i s i n t e n d e d t o l i m i t a s b e s t o s e m i s s i o n s f r o m de m o l i t i o n o r r e n o va t i o n o f s t r u c t u r e s a n d t h e a s s o c i a t e d d i s t u r b a n c e o f as b e s t o s - c o n t a i n i n g w a s t e m a t e r i a l g e n e r a t e d o r h a n d l e d d u r i n g t h e s e a c t i v i t i e s . Th e r u l e r e q u i r e s t h e n o t i fi c a t i o n o f B A A Q M D o f an y r e g u l a t e d r e n o v a t i o n o r de m o l i t i o n a c t i v i t y . T h i s n o t i fi c a t i o n i n c l u d e s a d e s c r i p t io n o f s t r u c t u r e s a n d m e t h o d s ut i l i z e d t o d e t e r m i n e wh e t h e r a s b e s t o s - c o n t a in i n g m a t e r i a l s a r e p o t e n t i a l l y p r e s e n t . A l l as b e s t o s - c o n t a i n i n g m a t e r i a l fo u n d o n t h e s i t e m u s t b e re m o v e d p r i o r t o d e m o l i t i o n o r re n o v a t i o n a c t i v i t y i n a c c o rd a n c e w i t h B A A Q M D R e g u l a ti o n 1 1 , R u l e 2 , i n c l u d i n g sp e c i f i c r e q u i r e m e n t s f o r s u rv e y i n g , n o t i f i c a t i o n , r e m o v a l, a n d d i s p o s a l o f m a t e r i a l co n t a i n i n g a s b e s t o s . 4) C o m p l i a n c e w i t h B A A Q M D R e g u l a t i o n 8 , R u l e 3 f o r A r c h i t e c t u r a l C o a t i n g s . Em i s s i o n s o f v o l a t i l e o r g a ni c c o m p o u n d s (V O C ) d u e t o t h e u s e o f a r c h i t e c t u r a l co a t i n g s a r e r e g u l a t e d b y t h e l i m i t s c o nt a i n e d i n R e g u l a t i o n 8 : O r g a n i c C o m p o u n d s , Ru l e 3 : A r c h i t e c t u r a l C o a t i n g s ( R u l e 8 - 3 ) . R u l e 8 - 3 w a s r e c e n t l y r e v i s e d t o i n c l u d e mo r e s t r i n g e n t V O C l i mi t r e q u i r e m e n t s . T h e re v i s e d V O C a r c h i t e c t ur a l c o a t i n g l i m i t s , wh i c h b e c a m e e f f e c t i v e o n J a nu a r y 1 , 2 0 1 1 , a r e p r o j e c t e d to r e s u l t i n a 3 2 p e r c e n t re d u c t i o n o f V O C e m i s s i o n s in t h e B a y A r e a a s s o c i a t e d wi t h a r c h i t e c t u r a l c o a t i n g ap p l i c a t i o n s . B. Tr a n s p o r t a t i o n a n d G r e e n H o us e G a s R e d u c t io n M e a s u r e s Th e a p p l i c a n t p r o p os e s a T r a n s p o r t a t i o n D e m a n d M a na g e m e n t P r o g r a m ( T D M P r o g r a m ) (4 7 5 E c c l e s A v e n u e T r a n s p or t a t i o n D e m a n d M a n a g e m e n t P r o g r a m , F e h r & P e e r s , Oc t o b e r , 2 0 1 1 ) . T h e T D M P r og r a m i s a i m e d a t a 3 0 p e r c en t m o d e s h i f t c o m p a r e d t o pr o j e c t s t h a t d o n o t i n c l u d e a T D M , t o q u a l i f y f o r a 1 . 0 F A R . T h e T D M P r o g r a m i s re q u i r e d b y l a w t o b e r e v i e w e d b y t h e C i t y a n d m o d i f i ed b y t h e A p p l i c a n t a s r e q u i r e d b y th e C i t y t o m e e t t h e mo d e s h i f t r e q u i r e m e n t s . P e r f o r m a nc e a u d i t s a r e a l s o r e q u i r e d . T h e Ap p l i c a n t p r o p o s e s t h e f o l l o w i n g m e a s u r es , a t a m i n i m u m , fo r t h e T D M P r o g r a m : 1. B i c y c l e P a r k i n g ( r a c k s f o r v i s i t o r s a n d s h e l t e r e d b i c y c l e p a r k i n g f o r e m p l o y e e s ) . 2. S h o w e r a n d l o c k e r f a c i l i ti e s ( i n l e a s e a g r e e m e n t ) . 3. P r e f e r e n t i a l C a r p o o l a n d V a n p o o l P a r k i n g . 4. P a s s e n g e r l o a d i n g z o n e s f o r c a r p o o l a n d v a n p o o l d r o p - o f f . 5. P e d e s t r i a n C o n n e c t i o n s . 6. T D M c o o r d i n a t o r ( i n l e a s e a g r e e m e n t ) . 7. C a r p o o l / V a n p o o l M a t c h i ng s e r v i c e s ( T D M c o or d i n a t o r r e s p o n s i b i l i t y ) . 8. G u a r a n t e e d r i d e h o m e ( t h r o u g h Tr a f f i c C o n g e s t i o n R e l i e f A l l i a n c e ) . 9. I n f o r m a t i o n B o a r d fo r T D M P r o g r a m ( i n le a s e a g r e e m e n t ) . 10 . P r o m o t i o n a l p r o g r a m s in c l u d i n g n e w e m p l oy e e o r i e n t a t i o n a n d T D M P r o g r a m s (T D M c o o r d i n a t o r r e s p o n s i b i l i t y ) . 11 . S h u t t l e b u s s e r v i c e t o C a l t r a i n a n d BA R T a n d d o w n t o w n Da s h e r , c o o r d i n a t e d wi t h A l l i a n c e ( T D M c o or d i n a t o r r e s p o n s i b i l i t y . ) 12 . M e m b e r s h i p i n P e n i n s u l a T r a f fi c C o n g e s t i o n R e l i e f A l l i a n c e . C. Co n s t r u c t i o n a n d O p e r a t i o n a l D e s i g n E l e m e n t s A d d r e s s i n g E n v i r o n m e n t a l Su s t a i n a b i l i t y Th e L E E D d e s i g n a n d c o ns t r u c t i o n s t r a t e g i e s th a t h a v e b e e n i n t e g r a t e d i n t o t h e p l a n n i n g do c u m e n t s i n c l u d e : 1. T h e u s e o f a p r e v i o u s l y d e ve l o p e d s i t e w i t h o u t i m p a c t s as s o c i a t e d w i t h e n d a n g e r e d sp e c i e s , f l o o d p l a i n , a n d a d j a c e n c y to w e t l a n d s o r b o d i e s o f w a t e r . 2. T h e P r o j e c t w i l l d o c u m e n t a n d r e m e di a t e a s b e s t o s p r e v i o u s t o d e m o l i t i o n . 3. A T D M P r o g r a m t h a t i n c l u d e s t h e u s e of p u b l i c / p r i v a t e s sh u t t l e s p r o v i d i n g a c c e s s to m a j o r p u b l i c t r a n s p o r t a t i o n h u b s . I n a d d i t i o n t o t h e r e qu i r e m e n t s f o r b i k e p a r k i n g th e P r o j e c t w i l l i n c l u d e s h o w e r / c h a n g in g r o o m a m e n i t i e s f o r b i k e u s e r s . 4. T h e P r o j e c t w i l l p r o v i d e a d e q u a t e p r e f e r re d p a r k i n g f o r l o w - e m i t t i n g a n d a l t e r n a t i v e fu e l v e h i c l e s . T h e P r oj e c t w i l l p r o v i d e f e w e r p a r k i n g s p a c e s t h a n t h o s e r e f e r e n c e d in l o c a l z o n i n g r e q u i r e m e n t s . 5. T h e P r o j e c t p r o v id e s m o r e t h a n 2 0 p e rc e n t o f t h e t o t a l s i t e a r e a i n o p e n s p a c e . M o r e th a n 5 0 p e r c e n t o f a l l p a r k in g w i l l b e u n d e r co v e r t o r e d u c e h e a t i s l a n d e f f e c t s f o r si t e s u r f a c e s . 6. T h e P r o j e c t h a s d e v e l o p e d t e n a n t d e s i g n a n d c o n s t r u c t i o n g u i d e l i n e s i n c l u d i n g re c o m m e n d a t i o n s a n d r e q u i r e m e n ts f o r t e n a n t i m p r o v e m e n t s . 7. I n d o o r p l u m b i n g f i x t u r e s wi t h i n t h e c o r e a n d s h e l l d e s i g n a n d th o s e r e q u i r e d b y t h e te n a n t s c o p e o f w o r k w i l l a c h i e v e g r e a te r t h a n a 3 0 p e r c e n t wa t e r u s e r e d u c t i o n . 8. S i t e l a n d s c a p e a n d i r r i g a t i on e q u i p m e n t w i l l p r o v i d e i r ri g a t i o n e f f i c i e n c i e s g r e a t e r th a n 5 0 p e r c e n t r e d u c t i o n f r om a s t a n d a r d s u m m e r b a s e l i n e . 9. T h e P r o j e c t w i l l p r o v i d e fu n d a m e n t a l a n d e n ha n c e d c o m m i s s i o n i n g ( C x ) o f M E P en e r g y s y s t e m s , i n c l u d i n g a r e q u i r e m e n t f o r t e n a n t i m p r o v e m e n t E n h a n c e d C x a n d a 1 0 m o n t h p o s t - o c c u p an c y r e t u r n t o v e r i f y e q u i pm e n t w a r r a n t y a n d o p e r a t i o n a l ef f i c i e n c i e s . C u r r e n t e n e r g y mo d e l t a r g e t s a n t i c i p a t e a gr e a t e r t h a n 1 5 % r e d u c t i o n in e n e r g y c o m p a r e d t o T i t l e 2 4 a n d AS H R A E 9 0 . 1 . B a s e b u i l d i n g a n d t e n a n t im p r o v e m e n t m e c h a n i c a l a n d f o o d s e r v i c e e q u i p m e n t w i l l b e r e q u i r e d t o c o m p l y wi t h e n h a n c e d r e f r i g e r a n t m a n a g e m e n t r e q u i r e m e n t s . T h e Pr o j e c t w i l l p r o v i d e ad e q u a t e a r e a s f o r t h e c o l l e c t i o n a n d s t o r ag e o f r e c y c l a b l e s , a n d t e n a n t s w i l l b e re q u i r e d t o i m p l e m e n t d e s k - s i d e r e c y c l i n g . 10 . T h e P r o j e c t h a s d e v e l o p e d a C o n s t r u c t i o n W a s t e M a n a g e m e n t p l a n t h a t t a r g e t s a t le a s t 7 5 % d i v e r s i o n of l a n d f i l l w a s t e , w i t h a g o a l of 9 5 % d i v e r s i o n . T h e P r o j e c t h a s in t e g r a t e d r e q u i r e m e n t s i n t o p l a n n i n g s p e c i f i c a t i o n s a n d p l a n s t o t a r g e t a g r e a t e r th a n 2 0 % r e c y c l e d a n d r e g i o n al c o n t e n t ( b y c o s t ) i n a l l b u i l d i n g m a t e r i a l s f o r t h e pr o j e c t . T h e P r o j e c t w i l l t a r g e t a g r e a t e r t h a n 5 0 p e r c e n t F S C c e r t i f i e d w o o d c o n t e n t (b y c o s t ) i n a l l n e w wo o d b u i l d i n g m a t e r i a l s f o r t h e p r o j e c t . 11 . T h e P r o j e c t w i l l r e q u i r e , a n d r e q u i r e t e n a n t s, a l l m a t e r i a l s i n s t a l l e d w i t h i n t h e va p o r b a r r i e r o f t h e P r o j e c t t o c o mp l y w i t h L E E D / C a l G r e e n V O C & C A R B re q u i r e m e n t s , a n d s p e c i f i c a l l y c o n t ai n n o - a d d e d u r e a - f o r m a l d e h y d e ( N A U F ) pr o d u c t s . T h e P r o j e c t w i l l co n d u c t , a n d r e q u i r e t e n a n t s t o c o n d u c t , a n d I n d o o r A i r Qu a l i t y M a n a g e m e n t P l a n f o r C o n s t r u c t i o n A c t i v i t i e s th a t r e q u i r e s c o n t r a c t o r s t o co m p l y w i t h S M A C N A I A Q g u i d e l i n e s fo r b e s t p r a c t i c e s d u r i n g c o n s t r u c t i o n . 12 . Pl e a s e s e e T a b l e 2 . 1 f o r a c o mp l e t e l i s t o f L E E D S i l v er m e a s u r e s p r o v i d e d b y t h e Ap p l i c a n t t o b e i n c o r p o r a t e d i n t o t h e P r o j e c t , o r a n e q u i v a l e n t t h e r e t o . 09.30.13ENV MEASURES REVISION SE R V I C E YA R D 10 1 TO P O F P E N T H O U S E 9 0 ' - 0 " 1s t F L O O R 0 ' - 0 " 1 3 EC C L E S A V E N U E 9 1 TOP OF PENTHOUSE 90'-0"1st FLOOR 0'-0"REV.DATEDESCRIPTION CA S A r c h i t e c t s , I n c 10 2 3 N S h o r e l i n e B l v d Mo u n t a i n V i e w , C A 9 4 0 4 3 TE L 6 5 0 . 9 6 7 . 6 6 0 0 FA X 6 5 0 . 9 6 7 . 6 6 1 6 ww w . c a s a r c h . c o m Jo s é C o t t o , A . I . A So u t h S a n F r a n c i s c o , C A 9 4 0 8 0 LI F E S C I E N C E C A M P U S - 4 7 5 E C C L E S 47 5 E C C L E S A V E N U E 11.15.11PLANNING SUBMITTAL04.12.12PLANNING REVIEW05.24.12PLANNING RESUBMITTAL11.26.12PLANNING COMMISSION 09.19.14PLANNING RESUBMITTAL SITE SECTION A 1/ 1 6 " = 1 ' - 0 " SITE SECTION B 1/ 1 6 " = 1 ' - 0 " B A SI T E S E C T I O N S P- A 1 . 2 6 N 60°30'00" W 125.00' N 47°00'31" W 366.63'73.33'N 17°00'31" W N 47°00'31" W 88.00' N 39°56'25" W 143.11' N 81°39'31" E 65.5 5' N 02°00'31" W28.28' 5 L E V E L S PA R K I N G S T R U C T U R E N 4 2 ° 5 9 ' 2 9 " E 2 3 7 . 3 6 ' X X N 5 0 ° 0 3 ' 3 5 " E 3 6 6 . 0 8 ' BU I L D I N G B SL A B F O R X X X X X X X X X N 39°56'25" W 475.15' 4- S T O R Y B L D G . BU I L D I N G A N 5 0 ° 0 3 ' 3 5 " E 3 2 5 . 8 4 ' X X X X X X X 8 X X X X X 00 1 ST A I R 00 1 ST A I R UP ROZZI PL. EC C L E S A V E N U E VA N 6 4 9 3 PR O P O S E D (F U T U R E 4 - S T O R Y B L D G ) LA N D S C A I N G LA N D S C A I N G LA N D S C A I N G L A N D S C A I N G LA N D S C A I N G REV.DATEDESCRIPTION CA S A r c h i t e c t s , I n c 10 2 3 N S h o r e l i n e B l v d Mo u n t a i n V i e w , C A 9 4 0 4 3 TE L 6 5 0 . 9 6 7 . 6 6 0 0 FA X 6 5 0 . 9 6 7 . 6 6 1 6 ww w . c a s a r c h . c o m Jo s é C o t t o , A . I . A So u t h S a n F r a n c i s c o , C A 9 4 0 8 0 LI F E S C I E N C E C A M P U S - 4 7 5 E C C L E S 47 5 E C C L E S A V E N U E 11.15.11PLANNING SUBMITTAL04.12.12PLANNING REVIEW05.24.12PLANNING RESUBMITTAL11.26.12PLANNING COMMISSION 09.19.14PLANNING RESUBMITTAL FIRST PHASE S I T E P L A N 1" = 3 0 ' - 0 " 1" = 3 0 ' - 0 " LEGEND20'-0" MI N W I D E F I R E L A N E - PER FIR E DE P T S T A N D A R D S P- A 1 . 3 ACCESS I B L E P A T H F R O M PARKING A N D P U B L I C W A Y SI T E P L A N PH A S E 1 20 ' 0 5' 10 ' 60 ' 12 0 ' 30 ' PH A S E 1 S I T E P L A N N O T E S 1. S H O U L D A P H A S E D C O N S T R U C T I O N B E R E Q U I R E D , T H E I N T E N T I S T O CO N S T R U C T B U I L D I N G A A N D T H E PA R K I N G S T R U C T U R E W I T H I N T H E FI R S T P H A S E . T H I S D R A W I N G S H O W S T H E S I T E A S I T W O U L D B E FO L L O W I N G T H E F I R S T P H A S E O F C O N S T R U C T I O N . 2. T E M P O R A R Y L A N D S C A P I N G C O N S I S T E N T W I T H T H E O V E R A L L LA N D S C A P E D E S I G N I S P R O P O S E D I N A R E A S O F T H E S I T E W H I C H WI L L B E D E V E L O P E D I N T H E S E C O N D P H A S E . 12435 G F E 6 7 8 ADCB 9 10 00 1 ST A I R UP 38,225 S.F.12435 G F E 6 7 8 ADCB 9 10 00 1 ST A I R UP 37,297 S.F. 1 2 3 4 5 6 7 8 9 10 ABCDEFG 00 1 ST A I R 00 1 ST A I R UP 28 8 ' - 0 " 120'-0"24'-0" 33 , 5 1 0 S . F . B PA 4 . 1 A PA 4 . 1 C PA 4 . 2 A PA 4 . 2 B PA 4 . 1 B PA 4 . 1 C PA 4 . 2 A PA 4 . 2 11 2 ' - 0 " SE R V I C E Y A R D 8' - 0 " 2'-0"22'-0"24'-0" 2' - 0 " 30 ' - 0 " 32 ' - 0 " G F E ADCB 1 2 4 3 5 7 6 8 9 10 00 1 ST A I R UP 35 , 6 6 0 S . F . OP E N T O S E R V I C E YA R D B E L O W BUILDING A - THIRD FLOOR PLANREV.DATEDESCRIPTION CA S A r c h i t e c t s , I n c 10 2 3 N S h o r e l i n e B l v d Mo u n t a i n V i e w , C A 9 4 0 4 3 TE L 6 5 0 . 9 6 7 . 6 6 0 0 FA X 6 5 0 . 9 6 7 . 6 6 1 6 ww w . c a s a r c h . c o m Jo s é C o t t o , A . I . A So u t h S a n F r a n c i s c o , C A 9 4 0 8 0 LI F E S C I E N C E C A M P U S - 4 7 5 E C C L E S 47 5 E C C L E S A V E N U E 11.15.11PLANNING SUBMITTAL04.12.12PLANNING REVIEW05.24.12PLANNING RESUBMITTAL11.26.12PLANNING COMMISSION 09.19.14PLANNING RESUBMITTAL BUILDING A - FOURTH FLOOR PLAN BU I L D I N G A - F I R S T F L O O R P L A N BU I L D I N G A - S E C O N D F L O O R P L A N 1/ 1 6 " = 1 ' - 0 " BU I L D I N G A FL O O R P L A N S P- A 2 . 1 G F E D 2 1 4 3 5 7 6 9 8 BC A 28 , 7 4 7 S . F . YA R D B E L O W OP E N T O S E R V I C E FU T U R E B R I D G E BUILDING A G F E D 21435 7 6 9 8 BC A 31,362 S.F.FUTURE BRIDGEBUILDING A G F E D 21435 7 6 9 8 BC A 30,193 S.F. G F E D BC A 1 2 3 4 5 6 7 8 9 00 1 ST A I R 00 1 ST A I R 23 2 ' - 0 " 120'-0" B PA 4 . 2 B PA 4 . 2 C PA 4 . 2 C PA 4 . 2 A PA 4 . 2 A PA 4 . 2 D PA 4 . 2 D PA 4 . 2 E PA 4 . 2 27 , 2 9 3 S . F . SE R V I C E Y A R D 24'-0" 2'-0"22'-0"24'-0" 1' - 2 " 8' - 1 0 " 2' - 0 " 30 ' - 0 " 32 ' - 0 " 11 2 ' - 0 " BU I L D I N G B - F I R S T F L O O R P L A N 1/ 1 6 " = 1 ' - 0 " REV.DATEDESCRIPTION CA S A r c h i t e c t s , I n c 10 2 3 N S h o r e l i n e B l v d Mo u n t a i n V i e w , C A 9 4 0 4 3 TE L 6 5 0 . 9 6 7 . 6 6 0 0 FA X 6 5 0 . 9 6 7 . 6 6 1 6 ww w . c a s a r c h . c o m Jo s é C o t t o , A . I . A So u t h S a n F r a n c i s c o , C A 9 4 0 8 0 LI F E S C I E N C E C A M P U S - 4 7 5 E C C L E S 47 5 E C C L E S A V E N U E 11.15.11PLANNING SUBMITTAL04.12.12PLANNING REVIEW05.24.12PLANNING RESUBMITTAL11.26.12PLANNING COMMISSION 09.19.14PLANNING RESUBMITTAL BU I L D I N G B - S E C O N D F L O O R P L A N BUILDING B - THIRD FLOOR PLAN BUILDING B - FOURTH FLOOR PLAN BU I L D I N G B FL O O R P L A N S P- A 2 . 2 TO P O F P E N T H O U S E 9 0 ' - 0 " TO P O F R O O F S C R E E N 7 6 ' - 6 " TO P O F B U I L D I N G P A R A P E T 7 1 ' - 6 " 2n d F L O O R 1 7 ' - 0 " 3r d F L O O R 3 4 ' - 0 " 1s t F L O O R 0 ' - 0 " 4t h F L O O R 5 1 ' - 0 " 1 2 3 4 AB C D E F G 5 6 7 8 9 10 1 2 5 3 4 678910 A C B D E F G 1st FLOOR 0'-0"2nd FLOOR 17'-0"4th FLOOR 51'-0"3rd FLOOR 34'-0"TOP OF BUILDING PARAPET 71'-6"TOP OF ROOF SCREEN 76'-6"TOP OF PENTHOUSE 90'-0" ME T A L C O M P O S I T E P A N E L S - F 2 GF R C - F 3 GL A Z E D C U R T A I N W A L L - F 1 GF R C - F 4 PA I N T E D T U B E S T E E L GL A Z E D C U R T A I N W A L L - F 1 OP E R A B L E S A S H , T Y P ST A I R E N C L O S U R E B E Y O N D - F 3 ME T A L C O M P O S I T E P A N E L - F 2 GF R C R O O F S C R E E N A N D B A L C O N I E S - F 3 GF R C - F 4 BR A C E S - F 5 , T Y P CO L U M N C O V E R S - F5 , T Y P F5 , T Y P CA N O P Y - TY P A T B A L C O N Y P A N E L S LOADING DOCK RI B B O N W I N D O W S - M A T C H F 1 , T Y P CO M P O S I T E M E T A L P A N E L S - F 2 GF R C - F 3 , T Y P PAINTED TUBE STEEL BR A C E S - F 5 , T Y P BA L C O N Y R A I L I N G S - MA T C H F 4 , T Y P WI N D O W S - M A T C H F 1 GF R C - F 3 BA L C O N Y R A I L I N G S - MA T C H F 4 , T Y P LO U V E R E D D O O R S T O SE R V I C E Y A R D M A T C H F 3 PL A S T E R O V E R C M U W A L L T O M A T C H G F R C C O L O R F 3 PA I N T E D T U B E S T E E L B R A C E S - M A T C H F 2 , T Y P WA L L M O U N T L I G H T FI X T U R E , T Y P PL A S T E R O V E R C M U W A L L T O M A T C H GF R C C O L O R F 3 LO U V E R E D D O O R S T O S E R V I C E Y A R D MA T C H F 3 BR I D G E T O B U I L D I N G B ME T A L F I N S C R E E N - MA T C H F 4 - GF R C - F 3 GF R C C A N O P Y - F 4 GL A Z I N G B E H I N D BR I D G E T O B U I D I N G B FU T U R E B R I D G E T O B U I L D I N G B REV.DATEDESCRIPTION CA S A r c h i t e c t s , I n c 10 2 3 N S h o r e l i n e B l v d Mo u n t a i n V i e w , C A 9 4 0 4 3 TE L 6 5 0 . 9 6 7 . 6 6 0 0 FA X 6 5 0 . 9 6 7 . 6 6 1 6 ww w . c a s a r c h . c o m Jo s é C o t t o , A . I . A So u t h S a n F r a n c i s c o , C A 9 4 0 8 0 LI F E S C I E N C E C A M P U S - 4 7 5 E C C L E S 47 5 E C C L E S A V E N U E 11.15.11PLANNING SUBMITTAL04.12.12PLANNING REVIEW05.24.12PLANNING RESUBMITTAL11.26.12PLANNING COMMISSION 09.19.14PLANNING RESUBMITTAL WEST 1/ 1 6 " = 1 ' - 0 " SO U T H 1/ 1 6 " = 1 ' - 0 " NORTH 1/ 1 6 " = 1 ' - 0 " EA S T 1/ 1 6 " = 1 ' - 0 " GF R C T O M A T C H P A I N T C O L O R D E C 7 2 8 M A D E R A FI N I S H S C H E D U L E BR A C E P A I N T A N D C O L U M N C O V E R S DE W 3 8 3 C O O L D E C E M B E R GF R C T O M A T C H P A I N T C O L O R CO M P O S I T E P A N E L , S I L V E R M E T A L I C F I N I S H IN A N O D I Z E D A L U M I N U M F R A M E SO L A R B A N 7 0 X L F3 TO M A T C H F 2 F5 F4 F2 F1 BU I L D I N G A EL E V A T I O N S P- A 3 . 1 TO P O F P E N T H O U S E 9 0 ' - 0 " TO P O F R O O F S C R E E N 7 6 ' - 6 " TO P O F B U I L D I N G P A R A P E T 7 1 ' - 6 " 2n d F L O O R 1 7 ' - 0 " 3r d F L O O R 3 4 ' - 0 " 4t h F L O O R 5 1 ' - 0 " 1s t F L O O R 0 ' - 0 " A C B D E F G 2 3 4 5 7 6 8 9 1 1 2 3 456789 4t h F L O O R 5 1 ' - 0 " 3r d F L O O R 3 4 ' - 0 " 2n d F L O O R 1 7 ' - 0 " 1s t F L O O R 0 ' - 0 " TO P O F B U I L D I N G P A R A P E T 7 1 ' - 6 " TO P O F R O O F S C R E E N 7 6 ' - 6 " TO P O F P E N T H O U S E 9 0 ' - 0 " GF R C - F 3 GL A Z E D C U R T A I N W A L L - F 1 ME T A L C O M P O S I T E P A N E L S - F 2 LO U V E R S - C O L O R T O M A T C H F 2 LOADING DOCK GF R C R O O F S C R E E N A N D C A N O P I E S - F 3 ME T A L C O M P O S I T E P A N E L - F 2 ST A I R E N C L O S U R E B E Y O N D - F 3 GF R C C A N O P Y - F 4 GF R C - F 3 MA T C H F 4 - G L A Z I N G B E H I N D ME T A L F I N S C R E E N - LO U V E R E D D O O R S T O SE R V I C E Y A R D M A T C H F 3 PA I N T E D T U B E S T E E L B R A C E S - F 5 , T Y P PL A S T E R O V E R C M U W A L L T O M A T C H G F R C C O L O R F 3 CO M P O S I T E M E T A L P A N E L S - F 2 BA L C O N Y , T Y P , G F R C P A N E L F 4 ME T A L B A R R A I L I N G - F 4 , T Y P OP E R A B L E S A S H , T Y P GL A Z E D C U R T A I N W A L L - F 1 WI N D O W S - M A T C H F 1 TY P A T B A L C O N Y P A N E L S PA I N T E D T U B E S T E E L BR A C E S - F 5 , T Y P GF R C - F 4 CO L U M N C O V E R S - F5 , T Y P CA N O P Y - F5 , T Y P GF R C - F 3 , T Y P RI B B O N W I D O W S - M A T C H F 1 , T Y P GFRC - F4GLAZED CURTAIN WALL - F1 GFRC - F3 METAL COMPOSITE PANELS - F2 MA T C H F 4 , T Y P BA L C O N Y R A I L I N G S - PL A S T E R O V E R C M U W A L L T O M A T C H G F R C C O L O R F 3 PA I N T E D T U B E S T E E L B R A C E S - M A T C H F 2 , T Y P LO U V E R E D D O O R S T O SE R V I C E Y A R D M A T C H F 3 WA L L M O U N T L I G H T FI X T U R E , T Y P FU T U R E B R I D G E REV.DATEDESCRIPTION CA S A r c h i t e c t s , I n c 10 2 3 N S h o r e l i n e B l v d Mo u n t a i n V i e w , C A 9 4 0 4 3 TE L 6 5 0 . 9 6 7 . 6 6 0 0 FA X 6 5 0 . 9 6 7 . 6 6 1 6 ww w . c a s a r c h . c o m Jo s é C o t t o , A . I . A So u t h S a n F r a n c i s c o , C A 9 4 0 8 0 LI F E S C I E N C E C A M P U S - 4 7 5 E C C L E S 47 5 E C C L E S A V E N U E 11.15.11PLANNING SUBMITTAL04.12.12PLANNING REVIEW05.24.12PLANNING RESUBMITTAL11.26.12PLANNING COMMISSION 09.19.14PLANNING RESUBMITTAL SOUTH 1/ 1 6 " = 1 ' - 0 " WE S T 1/ 1 6 " = 1 ' - 0 " EAST 1/ 1 6 " = 1 ' - 0 " NO R T H 1/ 1 6 " = 1 ' - 0 " BU I L D I N G B EL E V A T I O N S P- A 3 . 2 GF R C T O M A T C H P A I N T C O L O R D E C 7 2 8 M A D E R A FI N I S H S C H E D U L E BR A C E P A I N T A N D C O L U M N C O V E R S DE W 3 8 3 C O O L D E C E M B E R GF R C T O M A T C H P A I N T C O L O R CO M P O S I T E P A N E L , S I L V E R M E T A L I C F I N I S H IN A N O D I Z E D A L U M I N U M F R A M E SO L A R B A N 7 0 X L F3 TO M A T C H F 2 F5 F4 F2 F1 1s t F L O O R 0 ' - 0 " 2n d F L O O R 1 7 ' - 0 " 4t h F L O O R 5 1 ' - 0 " 3r d F L O O R 3 4 ' - 0 " TO P O F P E N T H O U S E 9 0 ' - 0 " TO P O F B U I L D I N G P A R A P E T 7 1 ' - 6 " TO P O F R O O F S C R E E N 7 6 ' - 6 " 10 9 8 7 6 5 4321 A B C D E F G M E C H A N I C A L P E N T H O U S E ME C H A N I C A L P E N T H O U S E SE R V I C E YA R D SU N S H A D E S O N C U R T A I N W A L L CA N O P Y A T C O L O N N A D E , T Y P TY P S O U T H A N D W E S T S I D E S SC R E E N O V E R E N T R Y CA N O P Y A T E N T R Y RE V O L V I N G D O O R RE M O V A B L E L O U V E R S BALCONIES ROOF SCREEN STAIR ENCLOSURE ME C H A N I C A L W E L L ME C H A N I C A L W E L L RO O F S C R E E N CO N C R E T E RE T A I N I N G W A L L REV.DATEDESCRIPTION CA S A r c h i t e c t s , I n c 10 2 3 N S h o r e l i n e B l v d Mo u n t a i n V i e w , C A 9 4 0 4 3 TE L 6 5 0 . 9 6 7 . 6 6 0 0 FA X 6 5 0 . 9 6 7 . 6 6 1 6 ww w . c a s a r c h . c o m Jo s é C o t t o , A . I . A So u t h S a n F r a n c i s c o , C A 9 4 0 8 0 LI F E S C I E N C E C A M P U S - 4 7 5 E C C L E S 47 5 E C C L E S A V E N U E 11.15.11PLANNING SUBMITTAL04.12.12PLANNING REVIEW05.24.12PLANNING RESUBMITTAL11.26.12PLANNING COMMISSION 09.19.14PLANNING RESUBMITTAL SECTION B 1/ 1 6 " = 1 ' - 0 " SE C T I O N A 1/ 1 6 " = 1 ' - 0 " BU I L D I N G A LO N G I T U D I N A L SE C T I O N P- A 4 . 1 TO P O F R O O F S C R E E N 7 6 ' - 6 " TO P O F B U I L D I N G P A R A P E T 7 1 ' - 6 " 1s t F L O O R 0 ' - 0 " TO P O F P E N T H O U S E 9 0 ' - 0 " 3r d F L O O R 3 4 ' - 0 " 4t h F L O O R 5 1 ' - 0 " 2n d F L O O R 1 7 ' - 0 " A B C D E F G G F E D C B A G F E D C B A 1s t F L O O R 0 ' - 0 " TO P O F P E N T H O U S E 9 0 ' - 0 " TO P O F R O O F S C R E E N 7 6 ' - 6 " TO P O F B U I L D I N G P A R A P E T 7 1 ' - 6 " 3r d F L O O R 3 4 ' - 0 " 4t h F L O O R 5 1 ' - 0 " 2n d F L O O R 1 7 ' - 0 " ME C H A N I C A L P E N T H O U S E ME C H A N I C A L P E N T H O U S E SE R V I C E YA R D RE V O L V I N G D O O R CA N O P Y A T E N T R Y CANOP Y A T C O L O N N A D E SC R E E N O V E R E N T R Y TYP SOUTH A N D W E S T S I D E S SUNSHADE O N C U R T A I N W A L L ROOF SCREEN STAIR ENCLOSUREBALCONIES RE M O V A B L E L O U V E R S ME C H A N I C A L W E L L RO O F S C R E E N ME C H A N I C A L W E L L PE N T H O U S E B E Y O N D ST A I R E N C L O S U R E RO O F S C R E E N BA L C O N I E S REV.DATEDESCRIPTION CA S A r c h i t e c t s , I n c 10 2 3 N S h o r e l i n e B l v d Mo u n t a i n V i e w , C A 9 4 0 4 3 TE L 6 5 0 . 9 6 7 . 6 6 0 0 FA X 6 5 0 . 9 6 7 . 6 6 1 6 ww w . c a s a r c h . c o m Jo s é C o t t o , A . I . A So u t h S a n F r a n c i s c o , C A 9 4 0 8 0 LI F E S C I E N C E C A M P U S - 4 7 5 E C C L E S 47 5 E C C L E S A V E N U E 11.15.11PLANNING SUBMITTAL04.12.12PLANNING REVIEW05.24.12PLANNING RESUBMITTAL11.26.12PLANNING COMMISSION 09.19.14PLANNING RESUBMITTAL SE C T I O N A 1/ 1 6 " = 1 ' - 0 " 1/ 1 6 " = 1 ' - 0 " SE C T I O N C 1/ 1 6 " = 1 ' - 0 " SECTION D SE C T I O N B 1/ 1 6 " = 1 ' - 0 " SECTION E1/16" = 1'-0" BU I L D I N G B SE C T I O N S P- A 4 . 2 17'-0"17'-0" 3'-7"6'-7"6'-10"6'-7"10'-5" 17'-0" 3'-7"6'-7"6'-10" 17'-0" 3'-7"6'-7"6'-10" 5' - 1 0 " 3' - 4 " 4' - 8 " 10'-0" 2' - 0 " 3'-7" MT L S U N S H A D E E L E M E N T IN S U L A T E D S H A D O W B O X , T Y P AL S U N S H A D E , T Y P AL W I N D O W F R A M E S , T Y P DU A L P A N E S O L A R G L A Z I N G , T Y P SE C O N D F L O O R TH I R D F L O O R FO U R T H F L O O R RO O F GR O U N D F L O O R REV.DATEDESCRIPTION CA S A r c h i t e c t s , I n c 10 2 3 N S h o r e l i n e B l v d Mo u n t a i n V i e w , C A 9 4 0 4 3 TE L 6 5 0 . 9 6 7 . 6 6 0 0 FA X 6 5 0 . 9 6 7 . 6 6 1 6 ww w . c a s a r c h . c o m Jo s é C o t t o , A . I . A So u t h S a n F r a n c i s c o , C A 9 4 0 8 0 LI F E S C I E N C E C A M P U S - 4 7 5 E C C L E S 47 5 E C C L E S A V E N U E 11.15.11PLANNING SUBMITTAL04.12.12PLANNING REVIEW05.24.12PLANNING RESUBMITTAL11.26.12PLANNING COMMISSION 09.19.14PLANNING RESUBMITTAL GL A S S S K I N ST U D Y P- A 4 . 3 CO N C E P T U A L W A L L S E C T I O N A 1/ 4 " = 1 ' - 0 " MT L S U N S H A D E E L E M E N T IN S U L A T E D S H A D O W B O X , T Y P AL S U N S H A D E , T Y P AL W I N D O W F R A M E S , T Y P DU A L P A N E S O L A R G L A Z I N G , T Y P OP E R A B L E W I N D O W P A N E L , T Y P (S H O W N S H A D E D F O R C L A R I T Y ) 128'-0" 63'-0"63'-0" TO L E V E L B E L O W RA M P D N TO L E V E L A B O V E RA M P U P TO L E V E L B E L O W RA M P D N OPEN 3 P3.1 1 P3.1 2 P3.1 2 P3.1 1 2 3 A B C D E F H I K L M N O P Q R S METAL SCREEN TYP. SEE P-P3.2 FOR TYPE METAL SCREEN TYP. SEE P-P3.2 FOR TYPE J 29 5 ' - 0 " 14 ' - 9 " 14 ' - 9 " 18 ' - 0 " 18 ' - 0 " 18 ' - 0 " 18 ' - 0 " 18 ' - 0 " 18 ' - 0 " 18 ' - 0 " 18 ' - 0 " 18 ' - 0 " 18 ' - 0 " 18 ' - 0 " 18 ' - 0 " 18 ' - 0 " 14 ' - 9 " 14 ' - 9 " OPTIONAL 22 ' - 0 " 1/32"=1'-0" TYPICAL LEVEL PARKING PLAN 1/32"=1'-0" FIFTH LEVEL PARKING PLAN 32 0 64 128 3 P3.1 1 P3.1 3 P3.1 1 P3.1 2 P3.1 2 P3.1 3 P3.1 1 P3.1 13'-4" PV LAYOUTSHOWN DASHED PLANNING RESUBMITTAL 09.19.14 GROUND LEVEL SECOND LEVEL THIRD LEVEL FOURTH LEVEL FIFTH LEVEL 3 FIFTH LEVEL FOURTH LEVEL THIRD LEVEL SECOND LEVEL GROUND LEVEL GROUND LEVEL TOP OF RAIL VA R I E S TOP OF RAIL GROUND LEVEL SECOND LEVEL THIRD LEVEL FOURTH LEVEL FIFTH LEVEL TOP OF RAIL 1 3 1 3 TOP OF TOWER A S VA R I E S 10 ' - 6 " 10 ' - 6 " 10 ' - 6 " 5' - 0 " 10 ' - 6 " 10 ' - 6 " 10 ' - 6 " 5' - 0 " 13 ' - 6 " 10 ' - 6 " 10 ' - 6 " 10 ' - 6 " 5' - 0 " 10 ' - 6 " 1/16"=1'-0" LONGITUDINAL SECTION 2 1/16"=1'-0" TRANSVERSE SECTION 1 1/16"=1'-0" TRANSVERSE SECTION 4 1/2"=1'-0"WALL SECTION Xref 06026P22-Opt2.dwg 14 ' C L R . MI N . STEEL TRUSS BRIDGE 4 P-P3.1 GROUND LEVELSECOND LEVELGROUND LEVELSECOND LEVEL7'-6"41/2"=1'-0"WALL SECTION OPTIONAL PV ARRAY SHOWN DASHED OPTIONAL PV ARRAY SHOWN DASHED PLANNING RESUBMITTAL 09.19.14 GROUND LEVEL SECOND LEVEL THIRD LEVEL FOURTH LEVEL FIFTH LEVEL 3 FIFTH LEVEL FOURTH LEVEL THIRD LEVEL SECOND LEVEL GROUND LEVEL GROUND LEVEL TOP OF RAIL VA R I E S TOP OF RAIL GROUND LEVEL SECOND LEVEL THIRD LEVEL FOURTH LEVEL FIFTH LEVEL TOP OF RAIL 1 3 1 3 TOP OF TOWER A S VA R I E S 10 ' - 6 " 10 ' - 6 " 10 ' - 6 " 5' - 0 " 10 ' - 6 " 10 ' - 6 " 10 ' - 6 " 5' - 0 " 13 ' - 6 " 10 ' - 6 " 10 ' - 6 " 10 ' - 6 " 5' - 0 " 10 ' - 6 " 1/16"=1'-0" LONGITUDINAL SECTION 2 1/16"=1'-0" TRANSVERSE SECTION 1 1/16"=1'-0" TRANSVERSE SECTION 4 1/2"=1'-0"WALL SECTION Xref 06026P22-Opt2.dwg 14 ' C L R . MI N . STEEL TRUSS BRIDGE 4 P-P3.1 GROUND LEVELSECOND LEVELGROUND LEVELSECOND LEVEL7'-6"41/2"=1'-0"WALL SECTION OPTIONAL PV ARRAY SHOWN DASHED OPTIONAL PV ARRAY SHOWN DASHED FIFTH LEVEL FOURTH LEVEL THIRD LEVEL SECOND LEVEL GROUND LEVEL GROUND LEVEL TOP OF RAIL FIFTH LEVEL FOURTH LEVEL THIRD LEVEL SECOND LEVEL GROUND LEVEL TOP OF RAIL FIFTH LEVEL FOURTH LEVEL THIRD LEVEL SECOND LEVEL GROUND LEVEL TOP OF RAIL FIFTH LEVEL FOURTH LEVEL THIRD LEVEL SECOND LEVEL GROUND LEVEL TOP OF RAIL TOP OF RAIL 50 ' - 6 " GROUND LEVEL TOP OF RAIL 47 ' - 0 " 50 ' - 6 " 47 ' - 0 " 50 ' - 6 " 47 ' - 0 " 1 1/16"=1'-0" EAST ELEVATION 2 1/16"=1'-0" SOUTH ELEVATION 4 1/16"=1'-0" NORTH ELEVATION 3 1/16"=1'-0" WEST ELEVATION STAIR MTL. CANOPY, PAINT F2 CONCRETE STAIR TOWER, PAINT F8 REVEAL IN CONC. WALL, PAINT OVERALL CONC. PARKING STRUCTURE STAIR MTL. CANOPY, PAINT F8 CONCRETE STAIR TOWER, PAINT F2 F6, TYP. TYP. STAIR MTL. CANOPY, PAINT F8 CONCRETE STAIR TOWER, PAINT F2 CONCRETE STAIR TOWER, PAINT F8 STAIR MTL. CANOPY, PAINT F2 METAL SCREEN FRAME, PAINT F9 METAL SCREEN, F11 PAINT F9, TYP. METAL SCREEN FRAME, PAINT F9 METAL SCREEN, F11 PAINT F9, TYP. REVEAL IN CONC. WALL, TYP. PAINT OVERALL CONC. PARKING STRUCTURE F6, TYP. METAL SCREEN, F11 METAL SCREEN FRAME, PAINT F9 PAINT F9, TYP. METAL SCREEN, F11 METAL SCREEN FRAME, PAINT F9 PAINT F9, TYP. PAINT F2 PAINT F8 STAIR MTL. CANOPY, CONCRETE STAIR TOWER, PAINT F2 PAINT F8 STAIR MTL. CANOPY, CONCRETE STAIR TOWER, SCREEN 2 - MEDIUMF11 METAL WOVEN WIRE CLOTH METAL WOVEN WIRE CLOTH SCREEN 3 - LARGEF12 TRIANGULAR METAL FABRIC PAINT - MAIN SCREEN AND GARAGE ENTRANCE FRAMES PAINT - TYP. SCREEN AND FRAME PAINT - OVERALL PARKING CONCRETE STRUCTURE MADERA DE6370 SCREEN 1 - FINEF10 DUNN-EDWARDS CHARCOAL SMUDGE DEC728 F9 F7 DUNN-EDWARDS PAINT - ELEVATOR TOWER / STAIR TOWER KM3902-3 KELLY-MOORE PORT ALICE F8 DE6367 COVERED IN PLATINUM DUNN-EDWARDS F6 ALPOLIC 4MM4SMX8 SILVER METALLIC STAIR CANOPY / BRIDGE METAL PANELF2 EXTERIOR FINISHES 'SHADE' GALV. STEEL & PAINT 'PLAIT' GALV. STEEL & PAINT 'BRAID' GALV. STEEL & PAINT METAL SCREEN, F12METAL SCREEN FRAME, PAINT F9 PAINT F9, TYP. METAL SCREEN, F12METAL SCREEN FRAME, PAINT F9 PAINT F9, TYP. F1 SOLARBAN XL70 GLAZING TO MATCH BLDG DEW383 COOL DECEMBER CONCRETE AND METAL RAIL TO MATCH F4 METAL SCREEN FRAME PAINTED TO MATCH F1 ANODIZED ALUM FRAME, TYP, ALL SIDES GREEN SCREEN MESH WITH VINESMETAL SCREEN, F7 TYP ALL FACES METAL SCREEN FRAME PAINT F7 TYP ALL FACES PAINT F8 PAINT F8 PAINT F8 PAINT F8 DEW383 COOL DECEMBER CONCRETE RAIL TO MATCH F4 OPTIONAL PV ARRAY SHOWN DASHED OPTIONAL PV ARRAY SHOWN DASHED OPTIONAL PV ARRAY SHOWN DASHED OPTIONAL PV ARRAY SHOWN DASHED PLANNING RESUBMITTAL 09.19.14 LIFE SCIENCES CAMPUS 475 ECCLES AVENUE South San Francisco, CA 94080 AI-1 Aerial View From South West LIFE SCIENCES CAMPUS 475 ECCLES AVENUE South San Francisco, CA 94080 AI-2 Aerial View From South LIFE SCIENCES CAMPUS 475 ECCLES AVENUE South San Francisco, CA 94080 AI-3 Aerial View Of Entry Plaza LIFE SCIENCES CAMPUS 475 ECCLES AVENUE South San Francisco, CA 94080 AI-4 Aerial View From North East LIFE SCIENCES CAMPUS 475 ECCLES AVENUE South San Francisco, CA 94080 AI-5 View Along Entry Drive LIFE SCIENCES CAMPUS 475 ECCLES AVENUE South San Francisco, CA 94080 AI-6 View Towards Garage and Bridge LIFE SCIENCES CAMPUS 475 ECCLES AVENUE South San Francisco, CA 94080 AI-7 View Towards Entry Plaza LIFE SCIENCES CAMPUS 475 ECCLES AVENUE South San Francisco, CA 94080 AI-8 View Approaching Entry LIFE SCIENCES CAMPUS 475 ECCLES AVENUE South San Francisco, CA 94080 AI-9 View Near Building Entrance LIFE SCIENCES CAMPUS 475 ECCLES AVENUE South San Francisco, CA 94080 AI-10 View From Building Entrance LIFE SCIENCES CAMPUS 475 ECCLES AVENUE South San Francisco, CA 94080 AI-11 View From Terrace LIFE SCIENCES CAMPUS 475 ECCLES AVENUE South San Francisco, CA 94080 AI-12 View From Balcony Prepared by: 332 Pine Street, Floor 4 San Francisco, CA 94104 February 2016 475 Eccles Avenue Transportation Demand Management Program Prepared for: BioMed Realty Trust South San Francisco Ferry Terminal Air p o r t B o u l e v a r d Bay s h o r e B o u l e v a r d Forbes Boulevard Gate w a y B o u l e v a r d Eas t G r a n d A v e n u e Ha r b o r W a y Dub u q u e A v e n u e Eccle s A v e n u e Gr a n d v i e w D r Alle r t o n A v e Oyster Point Boulevard Sister Cit i e s B o u l e v a r d Ca b o t R d Gu l l R o a d Mitchell Ave DNA W a y ‹ – – Ž ‡ Ƥ ‡ Ž †   ˜ ‡  — ‡ UtahAvenue P r o d u c e A v e n u e So u t h Ai r p o r t B o u l e v a r d East Grand Avenue Lin d e n A v e Ar m o u r A v e Pine Ave Randolph A v e LuxAve Rando l p h A v e n ue Aspen Ave Pe c k s L a n e C h a p m a n A v e N S p r u c e A v e Hic k o r y P l a c e 8th Lan e 7thLane Californi a A v e Ard e n A v e n u e Gardi n e r A v e n u e H i l l s i d e B o u l e v a r d L e w i s A v e n u e Le o C i r c l e SouthS a n F r a n cisco Dri v e Juniper Avenu e Kau f m a n n C o u r t 6thLan e As s o c i a t e d R o a d Co l m a C r e e k S e r v i c e R o a d N 475 Eccles Avenue Existing Caltrain Station Proposed Caltrain Station SF11-0586 PROJECT LOCATION 475 Eccles Avenue Transportation Demand Management Program FIGURE 1 TABLE OF CONTENTS 1. Introduction ........................................................................................................................................................ 1  Background .......................................................................................................................................................... 1  Purpose ............................................................................................................................................................... 1  Project Description............................................................................................................................................... 1  Regulatory Setting ............................................................................................................................................... 3  2. Existing Transportation System ...................................................................................................................... 5  Transit Service ..................................................................................................................................................... 5  Bicycle Facilities .................................................................................................................................................. 9  Pedestrian Facilities ............................................................................................................................................ 9  3. Transportation Demand Management Program ........................................................................................... 11  Required Measures ........................................................................................................................................... 13  Additional Measures .......................................................................................................................................... 15  Monitoring .......................................................................................................................................................... 15  Enforcement and Financing ............................................................................................................................... 16  4. Compliance with Guidelines and Effectiveness ........................................................................................... 17  City of South San Francisco Guidelines ............................................................................................................ 17  City/County Association of Governments of San Mateo County Guidelines ..................................................... 17  APPENDICES Appendix A: Project Trip Generation and Employee Estimates  Appendix B: City of South San Francisco Travel Demand Management Requirements  Appendix C: City/County Association of Governments of San Mateo County Transportation Demand Management Measures  LIST OF FIGURES Figure 1 Project Location...................................................................................................................................... 2  Figure 2 Project Site Plan ..................................................................................................................................... 4  Figure 3 Existing Transit Service .......................................................................................................................... 6  Figure 4 Existing Bicycle Facilities ..................................................................................................................... 10  LIST OF TABLES Table 1 475 Eccles Avenue Transportation Demand Management Program Measures ........................................ 11  Table 2 Compliance with Guidelines and TDM Program Effectiveness .................................................................. 18  Table 2 (Continued) Compliance with Guidelines and TDM Program Effectiveness .............................................. 19  Table A1 Project Trip Generation Estimates ............................................................................................................ 21  Table A1 Project Employee Estimates ..................................................................................................................... 21  Table C1 City/County Association of Governments of San Mateo County Transportation Demand Management Measures .......................................................................................................................................................... 27  Table C1 (Continued) City/County Association of Governments of San Mateo County Transportation Demand Management Measures .................................................................................................................................... 28  Table C1 (Continued) City/County Association of Governments of San Mateo County Transportation Demand Management Measures .................................................................................................................................... 29  Table C1 (Continued) City/County Association of Governments of San Mateo County Transportation Demand Management Measures .................................................................................................................................... 30  Table C1 (Continued) City/County Association of Governments of San Mateo County Transportation Demand Management Measures .................................................................................................................................... 31  1 475 Eccles Avenue Transportation Demand Management Program February 2016 1. INTRODUCTION This report presents a Transportation Demand Management (“TDM”) program for the proposed research and development project located at 475 Eccles Avenue in South San Francisco, California. The report identifies TDM measures that will exceed the amount needed to receive a 35 percent alternative mode use credit according to the City of South San Francisco (“SSF”) guidelines. The TDM program also satisfies the City/County Association of Governments of San Mateo County (“C/CAG”), the local Congestion Management Agency for San Mateo County, guidelines that require developments to implement TDM measures with the capacity to mitigate all new peak-hour trips. BACKGROUND BioMed Realty Trust purchased an existing building located at 475 Eccles Avenue in South San Francisco, California and plans to redevelop the property into a 262,287 square foot (sq. ft.) research and development building. This report presents a TDM program to identify measures to reduce the number of single-occupant automobile trips and the total traffic impact generated by the proposed project. PURPOSE The purpose of this TDM program is to develop a set of strategies, measures and incentives to encourage future employees of 475 Eccles Avenue to walk, bicycle, use public transportation, carpool or use other alternatives to driving alone when traveling to and from work. In general, TDM measures support more mobility using existing transportation systems, boost economic efficiency of the current transportation infrastructure, improve air quality, save energy, and reduce traffic congestion. Convenience and cost are the primary factors that affect a person’s choice of transportation mode. Measures that work well for some people or types of businesses do not work as well for others. Therefore, an effective TDM program needs to provide multiple options and incentives that are flexible enough to allow customization to meet the varied needs of individual employees and employers. This program presents an array of proven strategies and measures used in the Bay Area under a flexible implementation plan that can meet the needs of the future tenants of 475 Eccles Avenue. PROJECT DESCRIPTION The project site is located at 475 Eccles Avenue in South San Francisco, as shown on Figure 1 and would consist of a 262,287 sq. ft. research and development building. Additionally, the proposed project will provide 7101 total parking spaces at a ratio of 2.7 spaces per 1,000 sq. ft, which is less than the SSF minimum requirement of 2.86 spaces per 1,000 sq. ft2. Reduced Parking is an Additional TDM Measure included in the City’s Municipal Code. The measure limits the number of available parking spaces to further encourage carpool and vanpool or transit use. 1 The plan will also include two dual-port charging stations inside the garage for electric vehicle charging. 2 Parking requirement for Research and Development uses (1 space per 350 sq. ft.), City of South San Francisco, Municipal Code, Table 20.330.004, 2016. Air p o r t Boulevard Bayshore Boulevard Forbes Boulev ard Gatew ay Boulevard East Grand Avenue Harbor Way Dubuque Avenue Eccles A v e n u e Gran dvie w Dr Allerton Ave Oys ter Point Boulevard Sister Cities Boulevard Cabot Rd Gull Road Mitchell Ave DNA Way Li t t l e f i e l d A v e n u e Utah Avenue P r o d u c e A v e n u e South Airport Boulevard Ea st Gr a n d A ve n u e Linden Ave Armour Ave Pine Ave Randolph Ave Lux Ave Randolph Avenue Aspen Ave Pecks Lan e C h a p m a n A v e N Spruce Ave Hickory Place 8th Lane 7th Lane California Ave Arden Avenue G a r din e r A v e n u eH ill s i d e B o u l e v a r d L e w is A v e n u e L e o Circle South San Francisco Drive Juniper Avenue Kaufmann Court 6th Lane Associated Road Colma Creek Service Road N 475 Eccles Avenue Existing Caltrain Station South San Francisco Ferry Terminal SF15-0861 PROJECT LOCATION 475 Eccles Avenue Transportation Demand Management Program FIGURE 1 3 475 Eccles Avenue Transportation Demand Management Program February 2016 The floor area ratio (FAR) of the proposed project will be 0.987; meaning that the gross floor area of the site (262,287 sq. ft.) will be equal to 98.7 percent of the net area of the site (265,618 sq. ft.). A site plan for the proposed project is shown on Figure 2. The proposed project will be designed to maximize alternative transportation modes by including space for 36 bicycles in a Class I bicycle storage cage, 10 Class II bicycle racks, four shower rooms, 20 clothing storage lockers, 68 carpool parking spaces, and seven vanpool parking spaces. The proposed project is estimated to generate 325 AM peak hour trips, 283 PM peak hour trips, and 2,126 daily trips from an estimate of 768 employees3. REGULATORY SETTING The TDM program is based on guidelines provided by SSF4 and C/CAG5. City of South San Francisco Guidelines The SSF guidelines for TDM programs require that all nonresidential projects that generate greater than 100 daily trips obtain a required alternative mode use goal of 28 percent, based on a list of 14 required TDM program measures. This alternative mode use goal is required to be monitored and reported to SSF through annual surveys of employee travel habits. More stringent alternative mode use goals are required for projects that seek a TDM program FAR bonus above the maximum permitted FAR, based on land use, from a list of 10 additional TDM program measures. The proposed project is seeking an FAR bonus up to the maximum allowable FAR of 0.9 with a TDM program, under the Business and Technology Park General Plan designation. The proposed project is also seeking an additional design FAR bonus up to 0.987, which is below the maximum allowable FAR of 1.0, in combination with the TDM program FAR bonus. These additional FAR bonuses would require an alternative mode use goal of 35 percent. This alternative mode use goal is required to be monitored through triennial reports of employee travel habits. City/County Association of Governments of San Mateo County Guidelines C/CAG guidelines require developments that generate 100 or more peak hour trips to implement TDM measures that have the capacity to mitigate all new peak hour trips, based on C/CAG programmatic trip credits. The developer/tenants are not held responsible for the extent to which the programs are actually used but are credited for peak hour trips that may potentially be mitigated due to the various components of the TDM program. 3 See Appendix A for proposed project trip generation and employee estimates. 4 City of South San Francisco, Municipal Code, Chapter 20.400, 2016. 5 City/County Association of Governments of San Mateo County, Revised C/CAG Guidelines for the Implementation of the Land Use Component of the Congestion Management Program, 2004. SF15-0861 5 475 Eccles Avenue Transportation Demand Management Program February 2016 2. EXISTING TRANSPORTATION SYSTEM This chapter describes the existing transportation system in the proposed project vicinity, including the transit services and facilities, bicycle facilities, and pedestrian facilities. These facilities are described in detail below. TRANSIT SERVICE The project site is not directly served by regional rail, ferry, or bus transit services; however, commuter rail service (Caltrain and BART), ferry service (WETA), and bus service (SamTrans) is provided in the vicinity of the project site. Pedestrian accessibility to BART and Caltrain stations and the WETA ferry terminal is challenging and inconvenient, and no SamTrans bus service exists east of US-101 in South San Francisco. The project site therefore relies on supplementary shuttle services to connect employees on campus with BART and Caltrain stations. Because no direct connection exists to serve employees who use SamTrans, these employees must connect with existing Caltrain or BART stations to ride shuttles to and from work. The existing transit services are shown on Figure 3 and described in detail below. Rail Service Caltrain and BART provide rail transportation services to regional destinations, including San Francisco, Oakland, and San Jose. BART service headways (time between train arrivals) average about once every 7.5 minutes throughout most of the day and about once every 15-20 minutes during the early morning (4:00 – 5:15 AM) and late evening (9:15 PM – 12:00 AM). Caltrain headways vary between 20 and 40 minutes in the northbound direction and hourly in the southbound direction during the AM commute period (6:00 – 9:00 AM). During the PM commute period (4:00 – 7:00 PM), southbound headways vary between 20 and 40 minutes and hourly in the northbound direction. Caltrain operates about once every hour during off-peak periods. Caltrain The current Caltrain Station is located underneath the interchange of East Grand Avenue and US-101 approximately 1.0 mile from the project site. The station is currently served by 46 trains per day. During the AM peak period (7:00 – 9:00 AM), four northbound and two southbound trains stop at the Station. During the PM peak period (4:00 – 6:00 PM), two northbound and three southbound trains stop at the Station. Caltrain plans to implement several changes to its service and infrastructure by 2020. The Caltrain Modernization Project will electrify and upgrade the performance, operating efficiency, capacity, safety, and reliability of Caltrain service. Service at the South San Francisco Caltrain Station is planned to increase to approximately 78 trains per day. Eventually, Caltrian also plans to extend service to the Transbay Transit Center in Downtown San Francisco. Additionally, Caltrain and the City of South San Francisco will relocate the South San Francisco Caltrain station several hundred feet to the south to the intersection of Grand Boulevard and Airport Boulevard to improve pedestrian, bike, transit/shuttle accessibility, as well as passenger waiting area and platform amenities. BART In addition to Caltrain, South San Francisco employees have access to BART, a regional, rail rapid transit service provided by the Bay Area Rapid Transit District (BART). The South San Francisco BART Station is located at approximately 3.1 miles from the project site near El Camino Real and the Kaiser Permanente Medical Facility on the west side of the City of South San Francisco. BART operates the Pittsburg/Bay Point and Richmond lines through South San Francisco. Air p o r t Boulevard Bayshore Boulevard Forbes Boulevard Gatew ay Boulevard East Grand Avenue Harbor Way Dubuque Avenue Eccles A v e n u e Gran dvie w Dr Allerton Ave Oyster Point Boulevard Sister Cities Boulevard Cabot Rd Gull Road Mitchell Ave DNA Way Li t t l e f i e l d A v e n u e Utah Avenue P r o d u c e A v e n u e South Airport Boulevard East Gra n d Aven u e Linden Ave Armour Ave Pine Ave Randolph Ave Lux Ave Randolph Avenue Aspen Ave Pecks Lan e C h a p m a n A v e N Spruce Ave Hickory Place 8th Lane 7th Lane California Ave Arden Avenue G a r din e r A v e n u eH ill s i d e B o u l e v a r d L e w is A v e n u e L e o Circle South San Francisco Drive Juniper Avenue Kaufmann Court 6th Lane Associated Road Colma Creek Service Road N LEGEND: Shuttle Stop Oyster Point Shuttle (to Ferry) Oyster Point Shuttle (to Caltrain) OysterPoint Shuttle (to BART) Utah-Grand Shuttle (to Ferry) Utah-Grand Shuttle (to Caltrain) Utah-Grand Shuttle (to BART) 475 Eccles Avenue Existing Caltrain Station Proposed Caltrain Station South San Francisco Ferry Terminal SF15-0861 EXISTING TRANSIT SERVICES 475 Eccles Avenue Transportation Demand Management Program FIGURE 3 7 475 Eccles Avenue Transportation Demand Management Program February 2016 Ferry Service The Water Emergency Transportation Authority (WETA) provides regional ferry service between the Oakland and Alameda (Main Street) Ferry Terminals and the South San Francisco Ferry Terminal. The ferry provides three AM arrivals (7:20 AM, 8:20 AM, and 8:50 AM) and three PM departures (4:20 PM, 5:20 PM, and 7:00 PM) at the South San Francisco Ferry Terminal. The terminal is located adjacent to the Oyster Point Marina approximately 1.1 miles from the project site. Shuttle Service Shuttle services are provided between the east of US-101 area and the local Caltrain and BART stations and ferry terminal through several private contractors. Shuttles connecting the project site with the Caltrain and BART stations in South San Francisco are provided by the Bay Area Air Quality Management District, San Mateo County Transit Authority (SamTrans), and the C/CAG. Employer membership in the Peninsula Traffic Congestion Relief Alliance (Alliance) and a valid shuttle pass is required for employee use of the Caltrain and BART shuttles; the ferry shuttles are open to the public. Two groups of shuttle service are provided: one serving the Oyster Point area (closer to the project site) and one serving the Utah/Grand area (farther from the project site).The specific shuttles are described below. Oyster Point BART Shuttle The Oyster Point BART Shuttle provides service between the South San Francisco BART station and the Oyster Point area office buildings. The closest shuttle stop location is approximately 0.1 miles from the project site at the intersection of Rozzi Place and Eccles Avenue, accessible via a sidewalk. The shuttle operates approximately every 30 minutes in the morning (serving Eccles/Rozzi from 7:01 AM to 10:01 AM) and evening (serving Eccles/Rozzi from 3:10 PM to 6:10 PM). Shuttle service is timed with BART service. Oyster Point Caltrain Shuttle The Oyster Point Caltrain Shuttle provides service between the South San Francisco Caltrain station and the Oyster Point area office buildings. The closest shuttle stop location is approximately 0.1 miles from the project site at the intersection of Rozzi Place and Eccles Avenue, accessible via a sidewalk. The shuttle operates approximately every 25-35 minutes in the morning (serving Eccles/Rozzi from 6:25 AM to 9:52 AM)) and evening (serving Eccles/Rozzi 3:08 PM to 6:29 PM). Shuttle service is timed with Caltrain service. Oyster Point Ferry Shuttle The Oyster Point Ferry Shuttle provides service between the South San Francisco Ferry Terminal and the Oyster Point area office buildings. The closest shuttle stop location is approximately 0.1 miles from the project site at the intersection of Rozzi Place and Eccles Avenue, accessible via a sidewalk. The shuttle operates three trips in the morning (serving the Eccles/Rozzi stop at 7:32 AM, 8:27 AM, and 9:02 AM) and evening (serving Eccles/Rozzi at 4:02 PM, 5:03 PM, and 6:42 PM). Shuttle service is timed with ferry service Utah/Grand BART Shuttle The Utah/Grand BART Shuttle provides service between the South San Francisco BART station and the Oyster Point area office buildings. The closest stop is located at 169 Harbor Way, approximately 0.7 miles from the project site and accessible via a sidewalk. The shuttle operates approximately every 30 minutes in the morning (serving 169 Harbor from 6:25 AM to 9:55 AM) and evening (serving 169 Harbor from 3:04 PM to 6:02 PM). Shuttle service is timed with BART service. 8 475 Eccles Avenue Transportation Demand Management Program February 2016 Utah/Grand Caltrain Shuttle The Utah/Grand Caltrain Shuttle provides service between the South San Francisco Caltrain station and the Oyster Point area office buildings. The closest stop is located at 169 Harbor Way, approximately 0.7 miles from the project site and accessible via a sidewalk. The shuttle operates approximately every 25-35 minutes in the morning (serving 169 Harbor from 5:52 AM to 9:48 AM) and evening (serving 169 Harbor from 2:34 PM to 6:19 PM). Shuttle service is timed with Caltrain service. Utah/Grand Ferry Shuttle The Utah/Grand Ferry Shuttle provides service between the South San Francisco Ferry Terminal and the Oyster Point area office buildings. The closest stop is located at 169 Harbor Way approximately 0.7 miles from the project site, accessible via a sidewalk. The shuttle operates three trips in the morning (serving the 169 Harbor stop at 7:32 AM, 8:27 AM, and 9:02 AM) and evening (serving 169 Harbor at 4:02 PM, 5:03 PM, and 6:42 PM). Shuttle service is timed with ferry service. Bus Service SamTrans is the transit authority for San Mateo County that provides both local and regional bus service, primarily to San Mateo County locations. SamTrans does not provide direct service to the project site or areas east of US-101. The closest bus stop is located at the intersection of Airport Boulevard/Baden Avenue, approximately 0.9 miles from the project site. Three routes operate near the site – the 292, 397, and 38. SamTrans Route 292 provides bus service between the Hillsdale Shopping Center, in San Mateo, and the Transbay Terminal, in downtown San Francisco. This bus route operates along Airport Boulevard within South San Francisco, and stops at Airport Boulevard/Baden Avenue in the vicinity of the project site. The hours of operation at Airport Boulevard/Baden Avenue are approximately 4:30 AM to 2:00 AM on weekdays and weekends. Commute and midday headways are approximately 30 minutes on weekdays and weekends. Headways are 60 minutes during the evenings. SamTrans Route 397 provides bus service between San Francisco, South San Francisco, San Francisco International Airport, Burlingame, San Mateo, Belmont, San Carlos, and Redwood City. This bus route operates along Airport Boulevard within South San Francisco, and stops at Airport Boulevard/Baden Avenue in the vicinity of the project site. The hours of operation at Airport Boulevard/Baden Avenue are approximately 2:00 AM to 5:00 AM on weekdays and weekends. This bus service operates as a late night route and has 60 minute headways. SamTrans Route 38 provides bus service between the Colma BART Station, San Bruno BART Station, and South San Francisco. This bus route operates along Airport Boulevard within South San Francisco, and stops at Airport Boulevard/Linden Street within the vicinity of the project site. This bus service operates one weekday AM trip (6:36 AM) and two PM trips (6:25 PM and 7:05 PM) to Airport Boulevard/Linden Street. Taxi Service The Downtown Dasher Taxi Service provides free taxi vouchers between South San Francisco job sites east of US-101 and the downtown area of South San Francisco in the middle of the day (11:00 AM – 2:00 PM). The Downtown Dasher is operated by Peninsula Yellow Cab of South San Francisco and managed by the Alliance. Employer membership in the Alliance is required for employee use. Employees who wish to use the service need only employer provided vouchers and trip reservations before 10:00 AM. Additionally, transportation network services such as Uber and Lyft provide point-to-point rides through smart phone interfaces with integrated payment systems. These companies provide both trips with a single origin and 9 475 Eccles Avenue Transportation Demand Management Program February 2016 destination as well as discounted services that combine multiple trips into one vehicle (for example, UberPool and LyftLine). BICYCLE FACILITIES Bicycle facilities include bike paths (Class I), bike lanes (Class II), and bike routes (Class III). Bike paths are paved trails that are separated from roadways. Bike lanes are lanes on roadways designated for use by bicycles by striping, pavement legends, and signs. Bike routes are roadways that are designated for bicycle use by signs only and may or may not include additional pavement width for cyclists. In the vicinity of the project site, bike lanes are provided on parts of East Grand Avenue, Sister Cities Boulevard, Forbes Boulevard, Grandview Drive, DNA Way, Allterton Avenue, and Oyster Point Boulevard, as shown on Figure 4. Gateway Avenue and Airport Boulevard are also designated as bicycle routes. The San Francisco Bay Trail, part of a planned 400-mile system of trails encircling the Bay, is located close to the project site and provides access to the Oyster Point Marina. PEDESTRIAN FACILITIES Pedestrian facilities include sidewalks, crosswalks, trails, and pedestrian signals. Near the project site, sidewalks are located on both sides of Oyster Point Boulevard. Marked crosswalks are provided at the Eccles Avenue/Oyster Point Boulevard and Eccles Avenue/Forbes Boulevard intersections. A segment of the San Francisco Bay Trail is located to the north of the project site, approximately 0.4 miles away, and runs adjacent to the Bay shoreline, as shown on Figure 4. The Bay Trail is a public pedestrian and bicycle trail that is planned to extend around the entire San Francisco Bay. Currently, there are gaps in the trail to the north, above Brisbane, and just south of South San Francisco. Air p o r t Boulevard Bayshore Boulevard Forbes Boulev ard Gatew ay Boulevard East Grand Avenue Harbor Way Dubuque Avenue Eccles A v e n u e Gran dvie w Dr Allerton Ave Oys ter Point Boulevard Sister Cities Boulevard Cabot Rd Gull Road Mitchell Ave DNA Way Li t t l e f i e l d A v e n u e Utah Avenue P r o d u c e A v e n u e South Airport Boulevard Ea st Gr a n d A ve n u e Linden Ave Armour Ave Pine Ave Randolph Ave Lux Ave Randolph Avenue Aspen Ave Pecks Lan e C h a p m a n A v e N Spruce Ave Hickory Place 8th Lane 7th Lane California Ave Arden Avenue G a r din e r A v e n u eH ill s i d e B o u l e v a r d L e w is A v e n u e L e o Circle South San Francisco Drive Juniper Avenue Kaufmann Court 6th Lane Associated Road Colma Creek Service Road N LEGEND: Existing Bicycle Facilities Bike Path/Trail Bike Lane Proposed Bike Lane Bike Route Bay Trail Challenging Freeway Crossings N 475 Eccles Avenue Existing Caltrain Station Proposed Caltrain Station Proposed Caltrain Bicycle/Pedestrian Under/Overcrossing South San Francisco Ferry Terminal SF15-0861 EXISTING BICYCLE FACILITIES 475 Eccles Avenue Transportation Demand Management Program FIGURE 4 11 475 Eccles Avenue Transportation Demand Management Program February 2016 3. TRANSPORTATION DEMAND MANAGEMENT PROGRAM The TDM program elements for 475 Eccles Avenue include on-site amenities that encourage the use of alternative modes of travel, require participation in associations that promote commute alternatives to the single- occupant vehicle, and include parking measures. It includes appropriate TDM measures that will satisfy SSF and C/CAG guidelines. Table 1 summarizes the TDM measures, which are described in detail below. TABLE 1 475 ECCLES AVENUE TRANSPORTATION DEMAND MANAGEMENT PROGRAM MEASURES TDM Measure Description City of South San Francisco Municipal Code Required Measures Bicycle Racks and Lockers 10 bicycle racks and space for 36 bikes in a bicycle cage will be provided on-site. 20.400.004 (A.12, A.13) Carpool/Vanpool Matching Services The TDM coordinator will provide ride-matching services for carpools and vanpools users thorough 511.org and an internal program. 20.400.004 (A.1) TDM Coordinators The tenants of the building will designate a TDM coordinator. 20.400.004 (A.2) Pedestrian Connections Lighted paths and sidewalks will be provided between the buildings, parking areas, and Eccles Avenue. 20.400.004 (A.7) Direct Route to Transit Lighted paths and sidewalks will be provided on the Project site along a direct route between the building and the public right-of-way leading to the nearest transit or shuttle stops. 20.400.004 (A.3) Free Carpool/Vanpool Parking Free parking will be provided for all employees and visitors. Preferential spaces will be designated for carpools and vanpools. 20.400.004 (A.14) Guaranteed Ride Home Program Employees will be able to use the Alliance’s free Guaranteed Ride Home Program for emergencies via taxicabs or rental cars. 20.400.004 (A.4) Information Boards and Kiosks Employee break rooms will include a permanent display of commute alternative information. 20.400.004 (A.5) Passenger Loading Zones A loading zone for vanpool and carpool rides will be provided near the entrance of each building. 20.400.004 (A.6) Promotional Programs The TDM coordinator will provide new employee orientation packets, flyers, posters, email, and educational programs. 20.400.004 (A.8) Showers and Changing Rooms Four shower facilities with 20 lockers will be provided on-site. 20.400.004 (A.9) Shuttle Bus Service The tenants will be able to use the Oyster Point BART, Gateway Area Caltrain, and the Oyster Point Caltrain Shuttles. 20.400.004 (A.10) TMA Membership The tenants will join the Peninsula Traffic Congestion Relief Alliance. 20.400.004 (A.11) Additional Measures Subsidized Transit Tickets The tenants will subsidize transit tickets with Commuter Checks. 20.400.004 (B.1) Flex-Time Ten percent of all employees will be allowed flexible work hours. 20.400.004 (B.4) On-Site Vanpool Program The TDM coordinator will provide an on-site ride-matching service for carpools and vanpools. 20.400.004 (A.1, A,14) Video Conference Center Tenants will have individual video conferencing capacity and support. 20.400.004 (B.10) 12 475 Eccles Avenue Transportation Demand Management Program February 2016 TABLE 1 475 ECCLES AVENUE TRANSPORTATION DEMAND MANAGEMENT PROGRAM MEASURES TDM Measure Description City of South San Francisco Municipal Code Pay for Park and Ride Lots The tenants will subsidize park and ride costs at transit stations. 20.400.004 (B.10) Downtown Dasher The tenants will be able to use the Downtown Dasher service. 20.400.004 (B.10) Source: City of South San Francisco, 2016 and Fehr & Peers, 2016. 13 475 Eccles Avenue Transportation Demand Management Program February 2016 REQUIRED MEASURES Site Design Features Bicycle Parking The project sponsor will provide space for 36 bicycles in a bicycle cage and outdoor bicycle racks to accommodate 10 bicycles to help promote cycling as an alternative commute option. The bicycle racks will be located in a visible location within 75 feet of the building main entrance. The bicycle lockers will be available for reservation, on a first come first served basis, by employees through the TDM coordinator. Shower and Locker Facilities The project sponsor will provide two men’s and two women’s shower facilities within the building. The shower facilities will include 20 lockers, available on a first come first served basis free of charge. Free Parking for Carpools and Vanpools Free parking will be provided for carpools and vanpools. Preferential Carpool and Vanpool Parking Ten percent of vehicle spaces will be reserved for carpools and vanpools and will be located in premium and convenient locations. There will be 68 carpool spaces and seven vanpool spaces provided on the project site. These preferential spaces will discourage single-occupant vehicle trips and improve accessibility for those sharing vehicles. Passenger Loading Zones The project sponsor will provide a passenger loading zone for carpool and vanpool drop-off near the main entrance of both buildings. One designated parking stall near each building entrance will be time-restricted to allow vehicles to drop-off/pick-up passengers. Pedestrian Connections On-site pedestrian facilities will be provided, including on-street sidewalks and lighted paths between the buildings, parking areas, and Eccles Avenue. Direct Route to Transit A lighted path or sidewalk will be provided on the Project site along a direct route to the public right-of-way leading to the nearest transit or shuttle stop from the building, located across the street at Eccles Avenue and Rozzi Place. 14 475 Eccles Avenue Transportation Demand Management Program February 2016 TDM Programs TDM Coordinators The lease agreement between the owner and tenants will state that the tenants will designate a TDM coordinator for the site. The TDM coordinator will promote the TDM program, activities, and features to all employees, and will conduct the monitoring/reporting process. The TDM coordinator will develop an on-site transportation information center with SamTrans, BART, and Caltrain schedules and maps. The TDM coordinator will provide information via new employee orientation packets, flyers, posters, emails, and quarterly educational programs. The TDM coordinator’s role will also include actively marketing alternative mode use, administering the carpool and vanpool matching program, promoting special programs such as Bike-to-Work Day or Carpool Week, and overseeing the guaranteed ride home program (working with a local taxi service or rental car agencies). The TDM coordinator will also conduct an annual employee commute surveys to identify the need for mode specific promotional material and educational programs and compile a triennial report. Carpool/Vanpool Matching Services Carpools in the Bay Area consist of two or more people riding in one vehicle for commute purposes. Vanpools provide similar commuting benefits as carpools, though a vanpool consists of seven to 15 passengers, including the driver, and the vehicle is either owned by one of the vanpoolers or leased from a vanpool rental company. The TDM Coordinator will provide an internet link to the 511.org Rideshare website to access ride matching services. The TDM coordinator will also administer an on-site carpool and vanpool matching service for employees and maintain a list of available vanpools that provide service between the Oyster Point offices and various points in the Bay Area. Guaranteed Ride Home Program A common reason that employees do not use alternative modes (i.e. carpool, vanpool, or transit) is the inability to leave work unexpectedly for a family emergency or the fear of being stranded if they need to work late. One TDM element that allays these fears is the Alliance’s Guaranteed Ride Home Program. With this Program, employees can use a taxi service, rental car or another means to get home and the employer pays for the service. The lease agreement will state that the tenants must participate in the Alliance’s Guaranteed Ride Home Program, which will be managed by the TDM Coordinator. Employees who wish to use the service will contact the TDM Coordinator to make the travel arrangements. Information Boards and Kiosks The TDM Coordinator will be responsible for maintaining an up-to-date display for the TDM Program located within the each employee break rooms with other required human resources information. The display will include shuttle maps and schedules, transit maps and schedules, bicycle facility maps, information regarding carpool and vanpool matching services, and information regarding alternative commute subsidies. Flyers for special programs, such as “Ride Your Bike to Work Week” and “Spare the Air” programs will also be posted. Promotional Programs The TDM Coordinator will manage promotional programs that include new employee orientation packets, flyers, posters, emails, quarterly educational programs, and the Guaranteed Ride Home Program. This will include an orientation program to new employees to explain the importance of trip reduction methods and their benefits to the community. The new employee orientation will address alternative commute options, describe on-site amenities, provide transit schedules and maps, and offer free ride matching services. 15 475 Eccles Avenue Transportation Demand Management Program February 2016 Shuttle Bus Service Caltrain and BART shuttles provide service from the South San Francisco Caltrain and BART stations to the Oyster Point and Gateway areas. The TDM Coordinator will coordinate with the Alliance to help fund their shuttle program and to identify on-site shuttle stops, if possible. The TDM Coordinator will also manage participation in the Alliance’s mid-day service on the Dasher Shuttle to downtown South San Francisco. TMA Membership The 475 Eccles Avenue lease agreements will require tenants to participate with the Peninsula Traffic Congestion Relief Alliance, which provides ongoing support for alternative commute programs. The TDM Coordinator will work with the Alliance to create a Transportation Action Plan. ADDITIONAL MEASURES TDM Programs Subsidized Transit Passes The TDM Coordinator will facilitate tenant participation in the Commuter Check program, which provides vouchers that are redeemed for transit passes and tickets, vanpool fares, or park and ride lot costs at BART stations. The Commuter Checks will be provided tax-free to employees that ride transit to work in amounts up to $255 per month. Tenants will also subsidize parking costs at park and ride lots and transit stations. Flex-Time The 475 Eccles Avenue lease agreements will require tenants to offer the option of flextime to 10 percent of employees as alternatives to traveling during peak periods. As such, the building shall be open during early morning and late evening hours. MONITORING The TDM program will be performance based and the alternative mode use will be monitored annually, beginning one year after tenant occupancy. The alternative mode use and general perceptions of the TDM program will come from statistically valid employee surveys. The TDM Coordinator may use information from the employee surveys to adjust existing or implement new TDM program measures. The TDM Coordinator will submit a summary report presenting the findings of the annual survey to the SSF Economic Development Director. The TDM Coordinator will also work with SSF Economic Development staff to document the effectiveness of the TDM program through triennial reporting. Independent consultants, retained by the city and paid for by the tenants, will measure, through observation, the alternative mode use achieved at 475 Eccles Avenue every three years, beginning three years after tenant occupancy. If the alternative mode use goals are not achieved, the TDM Coordinator will provide an explanation of how and why the goal has not been reached and a detailed description of additional measures that will be adopted to attain the required mode use. The independent consultants will submit the findings of the triennial survey to the SSF Economic Development Director. 16 475 Eccles Avenue Transportation Demand Management Program February 2016 ENFORCEMENT AND FINANCING BioMed Realty Trust will draft lease language for all tenants that requires the designation of a TDM Coordinator for the building (multiple tenants may share one TDM Coordinator), membership in the Alliance, and compliance and implementation of the TDM program. The lease language will also identify potential SSF penalties for noncompliance of the TDM program through failure to submit reports or inability to achieve the 35 percent alternative mode use. The 475 Eccles Avenue TDM program will be funded through the tenants and Alliance grants, which pay up to 50 percent of bicycle facility and Guaranteed Ride Home Program costs. 17 475 Eccles Avenue Transportation Demand Management Program February 2016 4. COMPLIANCE WITH GUIDELINES AND EFFECTIVENESS As noted in the Regulatory Setting section of Chapter 1, the TDM program must comply with SSF and C/CAG guidelines. These guidelines and effectiveness standards are described below. CITY OF SOUTH SAN FRANCISCO GUIDELINES The SSF guidelines require the 475 Eccles Avenue TDM program to achieve a 35 percent alternative mode use credit. According to the SSF guidelines, the TDM plan will implement all 15 required and six additional TDM measures. Based on calculations of C/CAG trip credits, as shown in Table 2, the TDM program will provide for 768 alternative mode use credit trips, which represents 36 percent of the estimated 2,126 total daily project trips. The TDM program will therefore exceed SSF TDM requirements by providing all required measures and exceeding the required 35 percent alternative mode use credit. CITY/COUNTY ASSOCIATION OF GOVERNMENTS OF SAN MATEO COUNTY GUIDELINES C/CAG guidelines require the 475 Eccles Avenue TDM program to have the capacity to fully reduce the demand for new peak hour trips. According to C/CAG guidelines, the amount of “new” peak hour trips is calculated based on standard rates developed by the Institute of Transportation Engineers (ITE). Applying ITE rates, the proposed project is estimated to generate 325 AM peak hour trips, 283 PM peak hour trips, and 2,126 daily trips from an estimate of 318 employees6. According to C/CAG trip credits, the 475 Eccles Avenue TDM program will have the capacity to reduce the demand for peak hour trips by 768 trips, as shown in Table 2. This is in excess of the maximum number of AM or PM peak hour trips calculated using ITE estimates. The 475 Eccles Avenue TDM program therefore exceeds C/CAG requirements. 6 See Appendix A for proposed project trip generation and employee estimates. 18 475 Eccles Avenue Transportation Demand Management Program February 2016 TABLE 2 COMPLIANCE WITH GUIDELINES AND TDM PROGRAM EFFECTIVENESS TDM Measure City of South San Francisco Municipal Code Amount C/CAG Credit Rate C/CAG Trip Credits Required Measures Bicycle Parking - Long Term (Class I) 20.400.004 (A.12) 36 n/a n/a Bicycle Parking - Short Term (Class II) 20.400.004 (A.13) 10 n/a n/a Total Secure Bicycle Storage 20.400.004 (A.12, A.13) 46 0.33 15 Carpool and Vanpool Ridematching Service 20.400.004 (A.1) 1 0 0 Designated Employer Contact - ETC 20.400.004 (A.2) 1 5 5 Direct Route to Transit 20.400.004 (A.3) 1 0 0 Free Parking for Carpool and Vanpools 20.400.004 (A.14) 100% 0 0 Guaranteed Ride Home Program 20.400.004 (A.4) 10 1 10 Information Boards/Kiosks 20.400.004 (A.5) 2 5 10 Passenger Loading Zones 20.400.004 (A.6) 2 5 10 Pedestrian Connections 20.400.004 (A.7) 1 5 5 Preferential Carpool Parking 20.400.004 (A.14) 68 2 136 Preferential Vanpool Parking 20.400.004 (A.14) 7 7 49 New Employee Orientation Packets 20.400.004 (A.8) 1 n/a n/a Commute Alternatives Brochure Rack (Maps and Schedules) 20.400.004 (A.8) 1 n/a n/a Educational Programs 20.400.004 (A.8) 1 n/a n/a Transportation Options for Visitors (Maps and Schedules) 20.400.004 (A.8) 1 n/a n/a Total Promotional Programs 20.400.004 (A.8) 4 1 4 Showers/Clothes Lockers 20.400.004 (A.9) 4 10 40 Additional Credit for Combination with Bicycle Lockers 20.400.004 (A.9, A.12) 1 5 5 Shuttle Program (Assumes 10% Employee Use or 77 Peak- Hour Round Trip Seats) 20.400.004 (A.10) 77 1 77 Additional Credit for Guaranteed Ride Home Program 20.400.004 (A.10, A.4) 77 1 77 Transportation Management Association Participation 20.400.004 (A.11) 1 5 5 Biannual Employee Commute Survey 20.400.004 (A.2) 1 3 3 Subtotal of Required Measures 451 Source: City/County Association of Governments of San Mateo County, 2004; City of South San Francisco, 2006; and Fehr & Peers, 2006. 19 475 Eccles Avenue Transportation Demand Management Program February 2016 TABLE 2 (CONTINUED) COMPLIANCE WITH GUIDELINES AND TDM PROGRAM EFFECTIVENESS TDM Measure City of South San Francisco Municipal Code Amount C/CAG Credit Rate C/CAG Trip Credits Additional Measures Subsidized Transit Tickets (Assumes 10% Employee Use or 77 Employees) 20.400.004 (B.1) 77 1 77 Flextime (Offered to 10% of Employee Use or 77 Employees) 20.400.004 (B.4) 77 1 77 On-Site Vanpool Program 20.400.004 (A.1, A.14) 7 7 49 Additional Credit for Guaranteed Ride Home Program 20.400.004 (A.4) 7 3 21 Develop Transportation Action Plan with the Transportation Management Association 20.400.004 (B.10) 1 10 10 Pay for parking at Park and Ride Lots (Assumes 10% Employee Use or 77 Employees) 20.400.004 (B.10) 77 1 77 Downtown Dasher (Free Midday Service) 20.400.004 (B.10) 1 1 1 Additional Credit for Providing Ten or More TDM Program Measures N/A 1 5 5 Subtotal of Additional Measures 317 Total TDM Program Measures 768 35% Daily Alternative Mode Use Trip Credit Target 744 Source: City/County Association of Governments of San Mateo County, 2004; City of South San Francisco, 2016; and Fehr & Peers, 2016. 20 APPENDIX A: PROJECT TRIP GENERATION AND EMPLOYEE ESTIMATES 21 The project trip generation and employee estimates, shown in Tables A1 and A2, are based on information from Trip Generation 7th Edition (Institute of Transportation Engineers, 2003). TABLE A1 PROJECT TRIP GENERATION ESTIMATES Vehicle Trip Generation Rates Land Use ITE CodeUnit AM Peak Hour PM Peak Hour Daily TotalIn OutTotalIn Out Total Research and Development760 ksf 1.2483%17%1.0815% 85% 8.11 Vehicle Trip Generation Estimates Land Use AmountUnit AM Peak Hour PM Peak Hour Daily TotalIn OutTotalIn Out Total Research and Development 262.2 ksf3252705528342 241 2126 Source: Institute of Transportation Engineers, 2003 and Fehr & Peers, 2016. TABLE A1 PROJECT EMPLOYEE ESTIMATES Land Use ITE CodeAmountUnitEmployees Per Unit Employees Research and Development760 262.2 ksf 2.93 768 Source: Institute of Transportation Engineers, 2003 and Fehr & Peers, 2016. 22 APPENDIX B: CITY OF SOUTH SAN FRANCISCO TRAVEL DEMAND MANAGEMENT REQUIREMENTS 23 The City of South San Francisco list of required and additional TDM measures, presented below, were taken from the Zoning section of the South San Francisco Municipal Code, Chapter on Transportation Demand Management, Section on Trip Reduction Measures (20.400.004), accessed on q.code.us on January 14, 2016: All projects subject to the requirements of this chapter shall implement the following measures as necessary to achieve the required minimum alternative mode use shown in Table 20.400.003. Guidelines regarding the range of alternative mode use achievable from each of the following measures are available from the Planning Division. A. Required Measures. All nonresidential development shall implement the following measures as determined appropriate by the Chief Planner. 1. Carpool and Vanpool Ridematching Services. The designated employer contact shall be responsible for matching potential carpoolers and vanpoolers by administering a carpool/vanpool matching application. The application shall match employees who may be able to carpool or vanpool. 2. Designated Employer Contact. Each applicant shall designate or require tenants to designate an employee as the official contact for the trip reduction program. The City shall be provided with a current name and phone number of the designated employer contact. The designated employer contact shall administer carpool and vanpool ridematching services, the promotional programs, update information on the information boards/kiosks, and be the official contact for the administration of the annual survey and triennial report. 3. Direct Route to Transit. A well-lighted path or sidewalk shall be provided utilizing the most direct route to the nearest transit or shuttle stop from the building. 4. Guaranteed Ride Home. Carpool, vanpool and transit riders shall be provided with guaranteed rides home in emergency situations. Rides shall be provided either by a transportation service provider (taxi or rental car) or an informal policy using company vehicles/and or designated employees. 5. Information Boards/Kiosks. The designated employer contact shall display in a permanent location the following information: transit routes and schedules; carpooling and vanpooling information; bicycle lanes, routes and paths and facility information; and alternative commute subsidy information. 6. Passenger Loading Zones. Passenger loading zones for carpool and vanpool drop-off shall be located near the main building entrance. 7. Pedestrian Connections. Safe, convenient pedestrian connections shall be provided from the project to surrounding external streets and, if applicable, trails. Lighting, landscaping and building orientation should be designed to enhance pedestrian safety. 8. Promotional Programs. The following promotional programs shall be promoted and organized by the designated employer contact: new tenant and employee orientation packets on transportation alternatives; flyers, posters, brochures, and emails on commute alternatives; transportation fairs; Spare the Air (June — October); Rideshare Week (October); trip planning assistance-routes and maps. 9. Showers/Clothes Lockers. Shower and clothes locker facilities shall be provided free of charge. 10. Shuttle Program. Establish a shuttle program or participate in an existing program approved by the Chief Planner and subject to any fees for the existing program. 24 11. Transportation Management Association (TMA). The applicant shall participate or require tenant to participate in a local TMA, the Peninsula Congestion Relief Alliance (Alliance) or a similar organization approved by the Chief Planner, that provides ongoing support for alternative commute programs. 12. Parking, Long-Term. The applicant shall install long-term bicycle parking in compliance with the requirements of the zoning district. Bicycle parking shall be located within 75 feet of a main entrance to the building and all long-term spaces must be covered. Long-term bicycle parking shall be achieved by providing one or more of the following measures: a. Parking in a locked, controlled access room or area enclosed by a fence with a locked gate; b. Lockers; c. Parking within view or within or within 100 feet of an attendant or security guard; d. Parking in an area that is monitored by a security camera; e. Providing fixed stationary objects that allow the bicycle frame and both wheels to be locked with a bicycle-locking device or the bicyclist supplying only a lock and six-foot cable; f. Additional measures may be approved by the Chief Planner. 13. Bicycle Parking, Short-Term. The applicant shall install short-term bicycle parking in compliance with the requirements of the zoning district. Bicycle parking shall be located within 100 feet of a main building entrance to the building. Security shall be achieved by using one or more of the same methods used for securing long-term bicycle parking. 14. Free Parking for Carpools and Vanpools. Ten percent of vehicle spaces shall be reserved for carpools or vanpools, with a minimum of one space required. Such spaces shall be provided in premium and convenient locations. These spaces shall be provided free of charge. B. Additional Measures. The Chief Planner shall determine the appropriateness of each additional measure chosen by the applicant. 1. Alternative Commute Subsidies/Parking Cash Out. Employees shall be provided with a subsidy, determined by the applicant and subject to review by the Chief Planner if they use transit or commute by other alternative modes. 2. Bicycle Connections. If a site is abutting a bicycle path, lane or route, a bicycle connection shall be provided close to an entrance to the building on the site. 3. Compressed Work Week. The applicant shall allow employees or require their tenants to allow employees to adjust their work schedule in order to complete the basic work requirement of five eight- hour workdays by adjusting their schedule to reduce vehicle trips to the worksite. 4. Flextime. The applicant shall provide or require their tenants to provide employees with staggered work hours involving a shift in the set work hours of all employees at the workplace or flexible work hours involving individually determined work hours. 5. Land Dedication for Transit/Bus Shelter. Where appropriate, land shall be dedicated for transit or a bus shelter shall be provided based on the proximity to a transit route. 6. Onsite Amenities. One or more of the following amenities shall be implemented: ATM, day care, cafeteria, limited food service establishment, dry cleaners, exercise facilities, convenience retail, post office, on-site transit pass sales. 25 7. Paid Parking at Prevalent Market Rates. Parking shall be provided at a cost equal to the prevalent market rate, as determined by the City based on a survey of parking in North San Mateo County. 8. Reduced Parking. In accordance with General Plan Policies related to Transportation Demand Management, reduced parking, consistent with projected trip reduction identified in the preliminary TDM plan, may be permitted subject to approval of the Planning Commission. 9. Telecommuting. The applicant shall provide or require tenants to provide opportunities and the ability to work off-site. 10. Other Measures. Additional measures not listed in this chapter, such as childcare facilities and an in-lieu fee that would be negotiated in a development agreement with the City. (Ord. 1445 § 2, 2011; Ord. 1432 § 2, 2010) 26 APPENDIX C: CITY/COUNTY ASSOCIATION OF GOVERNMENTS OF SAN MATEO COUNTY TRANSPORTATION DEMAND MANAGEMENT MEASURES 27 The City/County Association of Governments of San Mateo County list of approved TDM measures, the number of mitigated peak-hour trips associated with each, and the rationale used to determine the number of mitigated trips, presented in Table C, were taken from the Revised Guidelines for the Implementation of the Land Use Component of the 1999 Congestion Management Program (City/County Association of Governments of San Mateo County, 2004). TABLE C1 CITY/COUNTY ASSOCIATION OF GOVERNMENTS OF SAN MATEO COUNTY TRANSPORTATION DEMAND MANAGEMENT MEASURES Transportation Demand Management Measure Number of Trips Credited Rationale Secure bicycle storage. One peak-hour trip will be credited for every 3 new bike lockers/racks installed and maintained. Lockers/racks must be installed within 100 feet of the building. Experience has shown that bicycle commuters will on average use this mode one- third of the time, especially during warmer summer months. Showers and changing rooms. Ten peak-hour trips will be credited for each new combination shower and changing room installed. An additional 5 peak hour trips will be credited when installed in combination with at least 5 bike lockers. 10 to 1 ratio based on cost to build and the likelihood that bicycle utilization will increase. Operation of a dedicated shuttle service during the peak period to a rail station or an urban residential area. Alternatively the development could buy into a shuttle consortium. One peak-hour trip will be credited for each peak-hour round trip seat on the shuttle. Increases to two trips if a Guaranteed Ride Home Program is also in place. Five additional trips will be credited if the shuttle stops at a child care facility enroute to/from the worksite Yields a one-to-one ratio (one seat in a shuttle equals one auto trip reduced); utilization increases when a guaranteed ride home program is also made available. Charging employees for parking. Two peak-hour trip will be credited for each parking spot charged out at $20 per month for one year. Money shall be used for TDM measures such as shuttles or subsidized transit tickets. Yields a two-to-one ratio. Subsidizing transit tickets for employees. One peak-hour trip will be credited for each transit pass that is subsidized at least $20 per month for one year. One additional trip will be credited if the subsidy is increased to $75 for parents using transit to take a child to childcare enroute. Yields a one-to-one ratio (one transit pass equals one auto trip reduced). Subsidizing pedestrians/bicyclists who commute to work. One peak hour trip will be credited for each employee that is subsidized at least $20 per month for one year. Yields a two-to-one ratio (One pedestrian/bicycle equals one auto trip reduced). Creation of preferential parking for carpoolers. Two peak-hour trips will be credited for each parking spot reserved. Yields a two-to-one ratio (one reserved parking spot equals a minimum of two auto trips reduced). Source: City/County Association of Governments of San Mateo County, 2004 and Fehr & Peers, 2016. 28 TABLE C1 (CONTINUED) CITY/COUNTY ASSOCIATION OF GOVERNMENTS OF SAN MATEO COUNTY TRANSPORTATION DEMAND MANAGEMENT MEASURES Transportation Demand Management Measure Number of Trips Credited Rationale Creation of preferential parking for vanpoolers. Seven peak-hour trips will be credited for each parking spot reserved. Yields a seven-to-one ratio (one reserved parking spot equals a minimum of seven auto trips reduced). Implementation of a vanpool program. Seven peak-hour trips will be credited for each vanpool arranged by a specific program operated at the site of the development. Increases to ten trips if a Guaranteed Ride Home Program is also in place. The average van capacity is seven. Operation of a commute assistance center, offering on site, one stop shopping for transit and commute alternatives information, preferably staffed with a live person to assist building tenants with trip planning. One peak-hour trip will be credited for each feature added to the information center; and an additional one peak-hour trip will be credited for each hour the center is staffed with a live person, up to 20 trips per each 200 tenants. Possible features may include: Transit information brochure rack Computer kiosk connected to the Internet Telephone (with commute and transit information numbers) Desk and chairs (for personalized trip planning) On-site transit ticket sales Implementation of flexible work hour schedules that allow transit riders to be 15- 30 minutes late or early (due to problems with transit or vanpool). This is based on staff’s best estimate. Short of there being major disincentives to driving, having an on-site TDM program offering commute assistance is fundamental to an effective TDM program. Survey employees to examine use and best practices. Three peak hour trips will be credited for a survey developed to be administered twice yearly. This is based on staff’s best estimate with the goal of finding best practices to achieve the mode shift goal. Implementation of a parking cash out program. One peak-hour trip will be credited for each parking spot where the employee is offered a cash payment in return for not using parking at the employment site. Yields a one-to-one ratio (one cashed out parking spot equals one auto trip reduces). Implementation of ramp metering. Three hundred peak-hour trips will be credited if the local jurisdiction in cooperation with Caltrans, installs and turns on ramp metering lights during the peak hours at the highway entrance ramp closest to the development. This is a very difficult and costly measure to implement and the reward must be significant. Source: City/County Association of Governments of San Mateo County, 2004 and Fehr & Peers, 2016. 29 TABLE C1 (CONTINUED) CITY/COUNTY ASSOCIATION OF GOVERNMENTS OF SAN MATEO COUNTY TRANSPORTATION DEMAND MANAGEMENT MEASURES Transportation Demand Management Measure Number of Trips Credited Rationale Installation of high bandwidth connections in employees’ homes to the Internet to facilitate home-telecommuting. One peak-hour trip will be credited for every three connections installed. This measure is not available as credit for a residential development. Yields a one-to-three ratio. Installation of video conferencing centers that are available for use by the tenants of facility. Five peak-hour trips will be credited for a center installed at the facility. This is based on staff’s best estimate. Implementation of a compressed work week program. One peak-hour trip will be credited for every 5 employees that are offered the opportunity to work four compressed days per week. The work week will be compressed into 4 days; therefore the individual will not be commuting on the 5th day. Flextime: Implementation of an alternative hours workweek program. One peak hour trip will be credited for each employee that is offered the opportunity to work staggered work hours. Those hours can be a set shift set by the employer or can be individually determined by the employee. This is based on staff’s best estimate. Provision of assistance to employees so they can live close to work. If an employer develops and offers a program to help employees find acceptable residences within five miles of the employment site, a credit of one trip will be given for each slot in the program. This assumes that a five mile trip will generally not involve travel on the freeways. Implementation of a program that gives preference to hiring local residents at the new development site. One peak-hour trip will be credited for each employment opportunity reserved for employees recruited and hired from within five miles of the employment site. This assumes that a five mile trip will generally not involve travel on the freeways. Provision of on-site amenities/ accommodations that encourage people to stay on site during the work day, making it easier for workers to leave their automobiles at home. One peak-hour trip will be credited for each feature added to the job site. Possible features may include: banking grocery shopping clothes cleaning exercise facilities child care center This is based on staff’s best estimate. Provide use of motor vehicles to employees who use alternate commute methods so they can have access to vehicles during breaks for personal use. Five peak hour trips will be credited for each vehicle provided. This is based on staff’s best estimate. Source: City/County Association of Governments of San Mateo County, 2004 and Fehr & Peers, 2016. 30 TABLE C1 (CONTINUED) CITY/COUNTY ASSOCIATION OF GOVERNMENTS OF SAN MATEO COUNTY TRANSPORTATION DEMAND MANAGEMENT MEASURES Transportation Demand Management Measure Number of Trips Credited Rationale Provide use of bicycles to employees who use alternate commute methods so they can have access to bicycles during breaks for personal use. One peak hour trip will be credited for every four bicycles provided. This is based on staff’s best estimate. Provision of child care services as a part of the development. One trip will be credited for every two child care slots at the job site. This amount increases to one trip for each slot if the child care service accepts multiple age groups (infants = 0-2 yrs, preschool = 3&4 yrs, school-age = 5 to 13 yrs). This is based on staff’s best estimate. Developer/Property owner may join an employer group to expand available child care within 5 miles of the job site or may provide this service independently. One trip will be credited for each new child care center slot created either directly by an employer group, by the developer/property owner, or by an outside provider if an agreement has been developed with the developer/property owner that makes the child care accessible to the workers at the development This is based on staff’s best estimate. Join the Alliance’s guaranteed ride home program. Two peak hour trips will be credited for every 2 slots purchased in the program. Experience has shown that when a guaranteed Ride Home Program is added to an over-all TDM program, the average rider ship increases by about 50%. Combine any ten of these elements and receive an additional credit for five peak hour trips. Five peak-hour trips will credited. Experience has shown that offering multiple and complementary TDM components can magnify the impact of the overall program. Work with the Alliance to develop/implement a Transportation Action Plan. Ten peak-hour trips will be credited. This is based on staff’s best estimate. The developer can provide a cash legacy after the development is complete and designate an entity to implement any (or more than one) of the previous measures before day one of occupancy. Peak-hour trip reduction credits will accrue as if the items were being directly implemented by the developer. Credits accrue depending on what the funds are used for. Source: City/County Association of Governments of San Mateo County, 2004 and Fehr & Peers, 2016. 31 TABLE C1 (CONTINUED) CITY/COUNTY ASSOCIATION OF GOVERNMENTS OF SAN MATEO COUNTY TRANSPORTATION DEMAND MANAGEMENT MEASURES Transportation Demand Management Measure Number of Trips Credited Rationale Encourage infill development. Two percent of all peak-hour trips will be credited for each infill development. Generally acceptable TDM practices (based on research of TDM practices around the nation and reported on the Internet). Encourage shared parking Five peak-hour trips will be credited for an agreement with an existing development to share existing parking. Generally acceptable TDM practices (based on research of TDM practices around the nation and reported on the Internet). Participate in/create/sponsor a Transportation Management Association. Five peak-hour trips will be credited. Generally acceptable TDM practices (based on research of TDM practices around the nation and reported on the Internet). Coordinate Transportation Demand Management programs with existing developments/employers. Five peak-hour trips will be credited. This is based on staff’s best estimate. For employers with multiple job sites, institute a proximate commuting program that allows employees at one location to transfer/trade with employees in another location that is closer to their home. One peak-hour trip will be credited for each opportunity created. Yields a one-to one ratio. Pay for parking at park and ride lots or transit stations. One peak-hour trip will be credited for each spot purchased. Yields a one-to-one ratio. Source: City/County Association of Governments of San Mateo County, 2004 and Fehr & Peers, 2016. City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:16-636,Version:1 Report regarding Measure W update.(Marian Lee, Assistant City Manager) RECOMMENDATION It is recommended that the City Council review the information in this staff report.This is an information item. There are no actions for consideration at this time. BACKGROUND/DISCUSSION At the City Council Study Session held on April 19,2016,staff provided site plan options for replacing the City’s Municipal Services Building (MSB) facilities with a new Community Civic Campus at the following two locations: ·The Public Utilities Commission (PUC)site located at the northeast corner of El Camino Real and Chestnut Avenue; and ·The Pacific Market site located at the northwest corner of El Camino Real and Westborough Boulevard. Based on in-depth discussion,City Council provided direction to further develop and discuss with the community site plan options prepared for the PUC site.The PUC site showed more advantages for the City as it is situated on publically- owned property.On June 14,2016,a Town Hall meeting was held to share with the community progress on Measure W and to engage in discussions about the proposed Community Civic Campus.The following information provides key findings from the Town Hall meeting and general updates related to Measure W. Town Hall Meeting Summary Approximately 350 community members attended the Measure W Town Hall Meeting.It was good to see that many of the participants were new faces to staff.The meeting was conducted in an open house format with four booths dedicated to:police and fire services;five-year street paving plan;Community Civic Campus site plan options;and programming for the joint library and recreation facility. Information collected at the Town Hall meeting will be available on the City’s website by July 27. The Town hall presentation boards are currently available on the city’s website at <http://www.ssf.net/2317/Measure-W>. Public feedback was particularly solicited on: site plan options which reflected various surface/structure parking configurations and open space availability; and programming of the joint library and recreation facility. Regarding the site plan options, there was more enthusiasm for the options with structured parking because they maximize open space. They were more costly but the community felt that it was important to maximize indoor and outdoor space for the multiple programming needs of the City. Regarding programming activities, input reflected desire for a diverse range of activities and amenities for all age groups. Outdoor activities/amenities included fitness, community events, trail network, casual seating, play yard, active/passive recreation, outdoor gathering, interactive features, public art, and maintained/naturalized landscaping. Indoor activities included fitness/health/wellness, large events/gatherings, performance, life-long learning, community connections, technology/innovation, collection/quiet reading, recreation, creative arts and collaboration/group study. Community input confirms that we are headed in the right direction with Measure W. The interest areas are consistent with previous input gathered during the preparation of the Library and Park and Recreation departments’ long-term plans City of South San Francisco Printed on 7/21/2016Page 1 of 3 powered by Legistar™ File #:16-636,Version:1 as well as outreach associated with the Measure W ballot. Almost all of the desired programs can be accommodated at the Community Civic Campus. Space planning to determine exactly what programs and how much will need to be prepared and is one of the key next steps for this effort. It is important to know that two recreational facilities important to the City, swimming pool and soccer field, will need to be advanced at other City locations. Staff concurs that these facilities need to be improved or newly built and is continuing to work with City Council and City partners to address these needs. Discussions at the police and fire services booth and the five-year street paving plan was focused more on information sharing. It provided a venue to inform community members about the proposed five-year street paving plan to repair and maintain our street network in a state-of-good-repair as well as the police and fire functions in the City. The information was generally well received. The community expressed appreciation for the City’s services in these areas and also provided staff with concerns that need staff’s more immediate attention, such as sidewalk areas that are buckling from tree roots to traffic safety issues at particular intersections. The collective concerns were noted and have been forwarded to the appropriate departments for follow-up. Schedule Overview At this time, construction is anticipated to begin in 2017/2018 with completion in 2019/2020. These milestone dates are approximate and will be updated once the project delivery method is selected by the City. For the remainder of the 2016 year, staff will focus on space planning of the indoor and outdoor activities identified above, environmentally evaluating the project, forming the Citizens’ Oversight Committee, and selecting the Program Management Team. Citizen’s Oversight Committee The Measure W Citizen’s Oversight Committee is scheduled to be established in September 2016.The role of the Committee is to oversee correct spending of Measure W moneys collected and spent.To date,the Committee by-laws have been adopted by City Council.In August,applications will be made available with selection by City Council scheduled for September.Information regarding the Committee will be distributed through the City Clerk’s office as well as the City Manager’s Office.Interested candidates can submit their contact information to the City Clerk’s office at this time. Program Management Services Based on City Council direction,staff is currently seeking consultant services for Program Management.These services will assist the City in overseeing the Community Civic Campus project and manage the designers and builders.A Request for Qualifications was released in June and five qualifications were received.In August,a pre-proposal conference will be conducted,qualified teams short-listed to participate in the Request for Proposal process,with final selection anticipated in November. Next year,during the first six months of 2017,staff will focus on completing the environmental process,amending the Specific Plan and procuring the design/builders.The remainder of 2017 will focus on finalizing design and preparing for ground breaking. FUNDING There is no funding impact. This is an information item. CONCLUSION The next update for City Council will be in approximately three months. Upcoming City Council Measure W related City of South San Francisco Printed on 7/21/2016Page 2 of 3 powered by Legistar™ File #:16-636,Version:1 action items will be selection of the Citizens’ Oversight Committee members in September and selection of the Program Management Team in November. City of South San Francisco Printed on 7/21/2016Page 3 of 3 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:16-440,Version:1 Report regarding a resolution awarding a construction contract to Southwest Construction & Property Management of San Bruno,California for the Fire Station 64 Roof Girder Replacement Project based on the Base Bid and Bid Alternate #2 in an amount not to exceed $119,207 and authorizing a total construction budget of $160,929. (Sam Bautista, Principal Engineer) RECOMMENDATION It is recommended that the City Council adopt a resolution awarding the construction contract to Southwest Construction &Property Management of San Bruno,California for the Fire Station 64 Roof Girder Replacement Project (Project No.pf1608)based on the Base Bid and Bid Alternate #2 in an amount not to exceed $119,207 and authorizing a total construction budget of $160,929. BACKGROUND/DISCUSSION In early 2015,the Fire Department and Facilities Maintenance staff noted that the south end of the front roof girder appeared to be deteriorated.Staff examined the south end of the girder and determined that water penetration caused the girder to rot. The Engineering Division contracted with TJC and Associates,Inc.(“TJC”)of Oakland, California,one of the City’s on-call structural engineering consultants,to investigate and design a repair of the roof girder.The design and associated bid documents were completed in early April 2016. Staff advertised a Notice Inviting Bids for the project on April 26,2016 and May 3,2016.A mandatory pre-bid walk was held on May 12,2016 for potential bidders.Five (5)contractors attended and three (3)obtained bid documents.The three construction firms that obtained plans and specifications for the project were:Omni Construction of Burlingame,CA,TPA Construction of Rocklin,CA,and Southwest Construction &Property Management of San Bruno,CA.On May 26,2016,staff received one (1)bid in response from Southwest Construction &Property Management.Engineering staff reviewed Southwest Construction & Property Management’s bid and found it to be responsive.The bidder is licensed with the California State Licensing Board and is in good standing.The bidder’s references were contacted and found their work to be satisfactory. The Base Bid that was advertised,which covers the roof girder replacement is $103,906 (engineer’s estimate $100,000).Two bid alternatives were included in the bid documents.Bid Alternate #1 removes paint and applies preservative to 10 glue laminated timber tails along each side of the building.Bid Alternate #2 installs protective fascia and screens to 10 glue laminated timber tails along each side of the building.Bid Alternative #1 is $19,721 and Bid Alternative #2 is $15,301.Staff recommends awarding Bid Alternate #2 as it will protect the glue laminated timber tails from deteriorating from water intrusion during rain events.Bid Alternative #1 is not recommended because Bid Alternative #2 provides better protection for the girder and is more City of South San Francisco Printed on 7/21/2016Page 1 of 2 powered by Legistar™ File #:16-440,Version:1 cost effective. The proposed total project budget is $160,929. The key elements are as follows: ·Base Bid $103,906 ·Bid Alternate #2 $15,301 ·Construction Contingency (20%)$23,841 ·Consultant Support/Construction Administration (15%)$17,881 FUNDING Funding for this project is included in the City of South San Francisco’s 2015-2016 Capital Improvement Program (Project No.pf1608)and sufficient funds have been allocated to cover the project cost.No Federal funds will be utilized for this project;therefore,no Disadvantage Business Enterprise (DBE) goals are required. CONCLUSION Staff recommends awarding the construction contract to Southwest Construction &Property Management of San Bruno,California,for the Fire Station 64 Roof Girder Replacement Project based on the Base Bid and Bid Alternate #2 in an amount not to exceed $119,207 and authorizing a total construction budget of $160,929,and authorization for the City Manager to execute the agreement on behalf of the City. Attachment:Draft Form of Agreement City of South San Francisco Printed on 7/21/2016Page 2 of 2 powered by Legistar™ - 12 - CITY OF SOUTH SAN FRANCISCO ENGINEERING DIVISION PART II PROJECT NAME: FIRE STATION 64 ROOF GIRDER REPLACEMENT PROJECT PROJECT NO. PF1608 ENGINEERING FILE NO. PB-15-11 CONTRACTOR NAME: SOUTHWEST CONSTRUCTION AND PROPERTY MANAGEMENT 1213 SAN MATEO AVENUE SAN BRUNO, CA 94066 BID NUMBER: 2587 AGREEMENT FOR PUBLIC IMPROVEMENTS GENERAL PROVISIONS 315 MAPLE AVENUE SOUTH SAN FRANCISCO, CALIFORNIA 94080 (650) 829-6652 - 13 - FORM OF AGREEMENT FOR PUBLIC IMPROVEMENTS TABLE OF CONTENTS Page No. 1. Scope of Work A-1 2. The Contract Documents A-1 3. Equipment - Performance of Work A-2 4. Contract Price A-2 5. Time for Performance A-2 6. Rights of City to Increase Working Days A-2 7. Option of City to Terminate Agreement in A-2 Event of Failure to Complete Work 8. Termination of Contract for Convenience A-3 9. Liquidated Damages A-5 10. Performance by Sureties A-5 11. Care of the Work A-5 12. Payments to Contractor A-5 13. Contract Security A-6 14. Hold-Harmless Agreement and Contractor's Insurance A-7 15. 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-10 Attachment A – Escrow Agreement for Security Deposits in Lieu of Retention - 14 - FORM OF AGREEMENT FOR PUBLIC IMPROVEMENTS THIS AGREEMENT made and entered into this 27th, day of July, 2016, between the CITY OF SOUTH SAN FRANCISCO, a municipal corporation and political subdivision of the State of California, hereinafter called “CITY” and SOUTHWEST CONSTRUCTION & PROPERTY MANAGEMENT, INC., hereinafter called “CONTRACTOR”1. W I T N E S S E T H: WHEREAS, City 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 for the improvements hereinafter described. WHEREAS, on JULY 27, 2016, notice duly given, the City Council of said City awarded the contract for the construction of the improvements hereinafter described to the Contractor, which Contractor said Council found to be the lowest responsible bidder for said improvements. WHEREAS, City and Contractor desire to enter into this agreement for the construction of said improvements pursuant to the terms, definitions and conditions set forth in the General Provisions and other Contract Documents. IT IS AGREED as follows: 1. Scope of Work. Contractor shall perform the Work described briefly as follows: The Work consists of the furnishing of all labor, materials, tools, equipment, and services necessary for the construction of the FIRE STATION 64 ROOF GIRDER REPLACEMENT PROJECT, PROJECT NO. PF1608, BID NO. 2587; in accordance with 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 on 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 Documents. The complete contract consists of the following documents: This Agreement; Notice Inviting Bids; the Accepted Bid; the complete plans, profiles, detailed drawings, Standard Plans and Specifications, including Standard Specifications, General Provisions, Special Provisions and Technical Provisions; Faithful Performance Bond; Payment Bond; Bid Schedule and Wage Scale. 1The term "Contractor" as used herein is employed without distinction as to either number or gender and shall include whenever the context shall permit all agents, representatives, employees, servants, subcontractors and business or social invitees. - 15 - All rights and obligations of City and Contractor are fully set forth and described in the contract documents. 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: FIRE STATION 64 ROOF GIRDER REPLACEMENT PROJECT, PROJECT NO. PF1608, BID NO. 2587. The equipment, apparatus, facilities, labor and materials shall be furnished and said Work performed and completed as required in said plans and specifications under the direction and supervision and subject to the approval of the Engineer of said City or the Engineer’s designated assistant. 4. Contract Price. City shall pay, and Contractor shall accept, in full payment for the Work agreed to be done the sum of One Hundred Nineteen Thousand, Two Hundred and Seven Dollars ($119,207). Said price is determined by the lump sum price contained in Contractor's bid. The lump sum price and unit prices are set forth in the completed Bid 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 twenty five (25) working days as defined in the Special Provisions. The 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 contract, and the number of working days remaining to complete the contract. 6. Rights of City to Increase Working Days. If 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 City. If it desires to increase said number of working days, it shall have the further right to charge to Contractor and deduct from the final payment for the Work the actual cost of engineering, inspection, superintendence, 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, pro vided, 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 City 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 any of the provisions of this Agreement, the Engineer may give written - 16 - 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 the serving of such notice, such violation shall cease and satisfactory arrangements for the correction thereof be made, this Agreement may, at the option of City, upon expiration of said time, cease and terminate. 8. Termination of Contract for Convenience. The City 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 contract is in the best interest of the City. If the City elects to terminate the contract for convenience, the termination of the contract and the total compensation payable to the Contractor shall be governed by the following: (A) The City will issue the Contractor a written notice signed by the Engineer, specifying 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 the Work and Materials," of the Standard Specifications and, except as otherwise directed in writing by the Engineer, the Contractor shall: (1) Stop all work under 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 and plant from the site of the Work. (4) Take such action as is necessary to protect materials from damage. (5) Notify all 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 Engineer with an inventory list of all materials previously produced, purchased or ordered from suppliers for use in the Work and not yet used in the Work, including 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. It shall be the Contractor's responsibility to provide the City with good title to all materials purchased by the City hereunder, including materials for which partial payment has been made as provided in Section 9-1.06, "Partial Payments," of the Standard Specifications and with 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 assi gn to the City all the right, title and interest of the Contractor under subcontracts or orders for materials terminated hereunder. (9) Furnish the Engineer with the documentation required to be furnished by the Contractor under the provisions of the contract 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: (1) The Contractor’s responsibility for damage to materials for which partial payment has been made as provided in Section 9-1.06, “Partial Payments,” of the Standard Specifications and for materials furnished by the City for use in the Work and unused shall terminate when the - 17 - Engineer certifies that such materials have been stored in the manner and at the locations the Engineer has directed. (2) The Contractor’s responsibility for damage to materials purchased by the City subsequent to the issuance of the notice that the contract is to be terminated shall terminate when title and delivery of such materials has been taken by the City. (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 for termination, the Contractor will recommend that the Engineer formally accept the contract to the extent performed, and immediately upon 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: (1) The reasonable cost to the Contractor, without 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 handling material returned to the vendor, delivered to the City 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 termination of the contract. (5) A reasonable credit to the City 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 City 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. - 18 - If this contract is terminated by the City 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 terms of this contract dealing with such termination. If the contract is terminated by the City for cause or convenience, such termination shall neither act as a waiver by the City of its right to require the Contractor to correct defects in the Work performed by the Contractor nor void any warranties applicable to the Work performed under the contract. The provisions of this Section 8 shall be included in all subcontracts. In the event of conflict between the termination provisions of this Section 8 and any other provision or the contract, this Section 8 shall prevail. 9. Liquidated Damages. 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 City, and it is and will be impracticable and extremely difficult to ascertain and determine the actual damage which the City will sustain. As such the Contract will be subject to the liquidated damages named in the Special Provisions or $1,000 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. 10. Performance by Sureties. In the event of any termination as herein before provided, City shall immediately give written notice thereof to Contractor and Contractor's sureties and the sureties shall have the right 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 City written notice of their intention to take over the performance of the Agreement and do not commence performance thereof within five (5) days after notice to the City of such election, City may take over the Work and prosecute the same to completion by contract or by any other method it may deem advisable, for the account, and at the expense, of Contractor, and the sureties shall be liable to City for any excess cost or damages occasioned City thereby; and, in such event, City 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 may be on the site of the Work and necessary therefore. Should Contractor contract in an individual capacity, the surety bond shall contain the following provision: “Should Contractor contract in the Contractor’s individual capacity, the death of the Contractor shall not relieve the surety of its obligations.” 11. Care of the Work. Contractor has examined the site of the Work and is familiar with 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 owned or controlled by City. 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 during 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 City Council for approval and within ten (10) days after approval thereof by the City Council, City shall pay Contractor a - 19 - sum based upon ninety-five percent (95%) of the contract price apportionment 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. City shall file with the County Recorder's Office a Notice of Completion within ten (10) days after said improvements shall have been completed and accepted by City and written proof of said filling shall be delivered to the City Clerk. The remaining five percent (5%), less that amount withheld by City to correct defective work or otherwise complete the contract, shall be paid Contractor thirty (30) days after recordation of the notice of completion of the Work, on duly certified voucher therefore, after Contractor shall have furnished City with a release of, or bond against all claims against City, if required by City, arising under and by virtue of this contract, and work done, and materials furnished hereunder. In the event that there are any claims specifically excepted by Contractor, if permitted by City, from the operation of the release, there shall be retained by City stated amounts to be set forth therein and approved by the Engineer. If there be any claims filed against the Work, City shall withhold final payment until the validity of such claims shall have been properly determined and in this regard City 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 City, 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 City, unless such securities are to be withheld by City to correct defective work or otherwise complete the contract or are subject to withholding by City to satisfy stop notices or other calms and costs associated therewith. The request for substitution of securities to be deposited with the City, or with a State or Federally Chartered Bank as escrow agent, shall be submitted on the form entitled "Supplemental Agreement No. ___ Substitution of Securities for Funds Withheld", which, when executed by the Contractor and the City, shall constitute a Supplemental Agreement forming a part of this Contract. The City shall have thirty (30) days from receipt of any written request, properly completed and signed by the Contractor and, if applicable, accompanied by an escrow agreement in a form acceptable to City, to approve said request and effect the substitution. City shall not unreasonably withhold approval of said request. City 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 manner in which City 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. - 20 - 13. Contract Security. Concurrently with the execution hereof, Contractor shall furnish: (1) 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 (100%) of the contract price as security for the payment of all persons performing 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 thereof shall be issued by a California-admitted surety, satisfactory to the City and be approved by the Engineer. 14. Hold-Harmless Agreement and Contractor's Insurance. Contractor agrees to, and shall, hold City, 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 well 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 Contractor or by any Subcontractor or Subcontractors, or by 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 City and its elective and appointive boards, officers, agents, and employees from any suits or actions at law or in equity for damages caused, or alleged to have been caused, by reason of any of the aforesaid operations, provided as follows: (A) The City does not, and shall not waive any rights against Contractor which it may have by reason of the aforesaid hold-harmless agreement, because of the acceptance by City, or the deposit with City by Contractor, of any of the insurance policies hereinafter described in Paragraph 15, “Insurance” hereof. (B) That the aforesaid hold-harmless agreement by Contractor shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered, by reason of any of the aforesaid operations of Contractor or any Subcontractor, regardless of whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. 15. Insurance. The Contractor shall take out and maintain during the life of this Agreement the following policies of insurance: (A) Workers' Compensation and Employers' Liability Insurance providing full statutory coverage. In signing this Agreement, the Contractor makes the following certification, required by Section 1861 of the California Labor Code: "I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I will comply with such provisions before commencing the performance of the work of this Agreement". (B) Comprehensive General Liability Insurance. Public Liability Insurance (includes premises, elevator - if applicable, products, completed operations, personal injury and contractual): (1) Bodily Injury Liability: - 21 - $ 500,000 each person $1,000,000 each occurrence (2) Property Damage Liability [includes XCU (explosion, collapse, and underground damage); water damage and broad form property damage or third party liability]: $ 500,000 per occurrence (C) Comprehensive Automobile Liability Insurance (includes owned, non-owned, and hired vehicles): (1) Bodily Injury Liability: $ 500,000 per person $1,000,000 each occurrence (2) Property Damage Liability: $ 500,000 each occurrence (D) It is agreed that the insurance required by Subsections B and C, in an aggregate amount of not less than ONE MILLION FIVE HUNDRED 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. The 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. In additio n, the following endorsement shall be made on said policy of insurance: "The following are named 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 Francisco 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. 16. Proof of Carriage of Insurance. Contractor shall furnish City through the Engineer, concurrently with the execution hereof, with satisfactory proof of carriage of the insurance required and that each carrier shall give City at least thirty (30) days prior notice of the cancellation or change of any policy during the effective period of this contract. Further, If the Contractor’s insurance policy includes a self-insured retention that must be paid by a named insured as a precon dition of the insurer’s liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self -insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this - 22 - agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self - insured retention required to be paid as a precondition to the insurer’s liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self -insured retention and also must disclose the deductible. 17. Emergency - Additional Time for Performance - Procurement of Materials. If, because of war or other declared national emergency, the Federal or State government restricts, regulates or controls the procurement and allocation of labor or materials, or both, and if solely because of said restrictions, 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) City may, pursuant to resolution of the Council, 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 ten (10) days of Contractor’s discovering such inability to perform, shall notify the Engineer in writing thereof and give specific reason therefore; Engineer shall thereupon 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 with 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 through legitimate channels 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 a cost -plus ten percent (10%) basis, whichever is the lesser. Materials on the ground, in process of fabrication or in route upon the date of notice of termination specially ordered for the project and which cannot be utilized by Contractor, shall be compensated for by City at cost, including freight, provided that Contractor shall take all steps possible to minimize this obligation; or (C) City Council, by resolution, may suspend this agreement until the cause of inability is removed, but for a period not to exceed (30) days. If this agreement is not cancelled and the inability of Contractor to perform continues, without fault on Contractor's part, beyond the time during which the agreement may have been suspended, as herein provided, City Council may further suspend this agreement, or either party hereto may, without incurring any liability, elect to declare thi s agreement terminated upon the ground of impossibility of performance. In the event City declares this agreement terminated, such declaration shall be authorized by the City Council, by resolution, and, Contractor shall be notified in writing thereof within five (5) days after the adoption. In such event, the Contractor shall be entitled to proportionate compensation at the agreement rate for such portion of the agreement as may have been performed; or (D) City may terminate this agreement, in which case Contractor shall be entitled to proportionate compensation at the agreement rate for such portion of the agreement as may have been performed. Such termination shall be authorized by resolution of the Council. Notice thereof shall be forthwith given in writing to Contractor and this agreement shall be terminated upon receipt by Contractor of such notice. In 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 City shall be liable to Contractor only for the proportionate compensation last herein mentioned. - 23 - 18. 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 City. 19. Notices. All notices shall be in writing and delivered in person or transmitted by certified mail, postage prepaid. Notices required to be given to City shall be addressed as follows: City Clerk City Hall, 400 Grand Avenue South San Francisco, 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. Interpretation. As used herein, any gender includes each other gender, the singular included the plural and vice versa. - 24 - IN WITNESS WHEREOF, two (2) identical counterparts of this Agreement, consisting of twelve (12) pages (being pages A-1 through A-12), each of which counterparts shall for all purposes be deemed an original of said Agreement, have been duly executed by the parties hereinabove named, on t he day and year first hereinabove written. ATTEST: CITY: City of South San Francisco, a municipal corporation _______________________________ By: _____________________________ City Clerk Mike Futrell, City Manager CONTRACTOR:_______________________ __________________________________ ATTEST: By:_______________________________ (If Contractor is an individual, so state. _____________________________ Contractor is a Corporation, a corporate seal City Attorney or signatures of the President or Vice President and the Secretary Treasurer are required). - 25 - ATTACHMENT A ESCROW 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. Box 711, South San Francisco, CA 94083, hereinafter referred to as "City" and ________________________________________,whose address is ___________________________________________________________hereinafter called “Contractor” and ______________________________________________________________,whose address is ___________________________________________________________, hereinafter called “Escrow Agent.” For the consideration hereinafter set forth, the Owner, Contractor, and Escrow 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 Owner and Contractor for __________________ in the amount of _______________dollars ($_____) dated ___________ (hereinafter referred 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 terms of the Contract between the Owner and Contractor. Securities shall be held in the name of _______________, and shall designate the Contractor as the beneficial owner. 2. The Owner shall make progress payments to the Contractor for those funds which otherwise would be withheld from progress payments pursuant to the Contract provisions, provided that the Escrow Agent holds securities in the form and amount specified above. 3. When the Owner makes payment of retentions earned directly to the Escrow Agent, the Escrow Agent shall hold them for the benefit of the Contractor until the time that the escrow created under this contract is terminated. The Contractor may direct the investment of the payments into securities. All terms 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. 5. 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 withdrawal by Contractor at any time and from time to time without notice to the Owner. 6. Contractor shall have the right to withdraw all or any part of the principal in the Escrow Account only by written notice to Escrow Agent accompanied by written authorization from the Owner to the Escrow Agent that Owner consents to the withdrawal of the amount sought to be withdrawn by Contractor. 7. The Owner shall have a right to draw upon the securities in the event of default by the Contractor. Upon seven day’s written notice to the Escrow Agent from the owner of the default, the Escrow Agent shall immediately convert the securities to cash and shall distribute the cash as instructed by the Owner. - 26 - 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 all moneys and securities on deposit and payments of fees and charges. 9. Escrow Agent shall rely on the written notifications from 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: On behalf of Contractor: __________________________________ __________________________________ Title Title __________________________________ __________________________________ Name Name __________________________________ __________________________________ Signature Signature __________________________________ __________________________________ Address Address On behalf of Escrow Agent: __________________________________ 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. - 27 - IN WITNESS WHEREOF, the parties have executed this Agreement by their proper officers on the date first set forth above. Owner: Contractor: __________________________________ __________________________________ Title Title __________________________________ __________________________________ Name Name __________________________________ __________________________________ Signature Signature Approved as to form: Attest: __________________________________ __________________________________ City Attorney Date City Clerk - 28 - GENERAL PROVISIONS TABLE OF CONTENTS SECTION Page No. SECTION I - DEFINITION OF TERMS GP-1 SECTION II - PROPOSAL REQUIREMENTS GP-3 1. General Information 2. Proposal Form 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 Irregularities 7. Competency of Bidders – Proposal Requirements 8. Subcontractors SECTION III - AWARD AND EXECUTION OF CONTRACT GP-5 1. Award of Contract 2. Return of Proposal Guaranties 3. Contract Bonds 4. Liability Insurance Required 5. Execution of Contract 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 10. 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 - 29 - 5. Interpretation of Plans and Specifications 6. Superintendence 7. Lines and Grades 8. Inspection 9. Removal of Defective and Unauthorized Work 10. Final Inspection 11. Record Drawings 12. Cost Reduction Incentive SECTION VI - CONTROL OF MATERIALS GP-14 1. Source of Supply and Quality of Materials 2. Defective Materials 3. 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 Safety and Differing Subsurface Conditions 3. Hours of Labor 4. Review of Per Diem Rates 5. Prevailing Wage 6. Registration of Contractors 7. Permits and Licenses 8. Patents 9. Contractor's Field Office 10. Utilities 11. Contractor Cooperation & Coordination 12. Public Convenience 13. Public Safety 14. Preservation of Property 15. Responsibility for Damage 16. Contractor’s Indemnities 17. Contractor's Responsibility for Work 18. Portion of Work which may be Placed in Service 19. No Personal Liability 20. No Abrogation of Codes, Standards, Laws and Ordinances 21. Guaranty 22. General Safety Requirements 23. Fair Employment Provisions 24. Employment of Apprentices SECTION VIII - PROSECUTION AND PROGRESS GP-29 1. Subcontracting 2. Assignment 3. Time of Completion and Statement of Working Days - 30 - 4. Progress of the Work and Time of Completion 5. Character of Workers 6. Temporary Suspension of Work 7. No Contractor Damages for Avoidable Delays 8. Impact of Unavoidable 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 11. Delays Caused by the City and/or Its Privities 12. Delay Claims 13. Contractor Coordination of the Work 14. Liquidated Damages 15. Suspension of Contract 16. Communications 17. Audit and Examination of Records 18. Project Schedule SECTION IX - MEASUREMENT AND PAYMENT GP-37 1. Measurement of Quantities 2. Progress Payments 3. Scope of Payment 4. Stop Notice Retention 5. Progress Payment Deductions 6. Acceptance of the Work 7. Final Payment 8. Travel & Subsistence Payments 9. Notice of Potential Claim 10. Claims 11. False Claims Affidavit 12. Claims Processing and Review 13. Extra Work 14. Force Account Work - 31 - SECTION I DEFINITION OF TERMS 1. Bidder. Any individual, firm 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 all legal holidays, Saturdays, and Sundays. 3. City. The City of South San Francisco, State of California, 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 Improvements, the Notice Inviting Bids, the proposal, plans, specifications, contract bonds, and all supplemental agreements affecting the work. 5. Contractor. The person or persons, firm, partnership, corporation, or combination thereof, private or municipal, who have entered into the contract with the City, 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 through properly authorized agents limited by the particular duties entrusted to them. 7. Inspector. The Inspector or Inspectors 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 start and authorizing the Contractor to proceed with the Work. 10. 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. 11. Specifications. The information, directions, provisions, and requirements pertaining to the work, and contained herein including Special Provisions, Technical Specifications, General Provisions, those administrative subsections of Caltrans’ Standard Specifications that are specifically referenced in this Contract and the non- administrative sections (Sections 10 through 95) of Caltrans’ Standard Specifications dated May 2006. - 32 - 12. Superintendent of Streets. The Engineer (Ex-officio Superintendent of Streets) of the City of South San Francisco, acting directly or through properly 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 fulfillment of the contract as provided therein. 14. Working Day. A working day is defined as any day, except as follows: a. Saturdays, Sundays and Legal Holidays; 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, from 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 operation 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 or 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-CIO, except that half holidays in the MOU shall be considered full holidays under the Contract. - 33 - 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 the Notice to Inviting Bids. Any bid may be withdrawn at any time prior to the hour fixed in the Notice Inviting 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 Form. The City will furnish to each bidder a standard proposal form, which, when 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. On all bid items for which bids are to be received on a unit price basis, the unit price for all items bid shall be shown, as well as the extended price (unit price multiplied by the number of units shown on the proposal form) for each bid item bid. In the case of any discrepancy between the extended price for any bid item bid, the unit price multiplied by the number of units shall 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; failure to do so may, in the City's sole discretion, result in the proposal being considered non-responsive and 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, drawings, 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 incidentals expense of whatever nature necessary to complete the Work is included. Any 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 shown 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, shall 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. - 34 - 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 has investigated and is satisfied as to the conditions to be encountered, as to the character, quality, and quantities of work to be performed 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 incurred 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 (10%) 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. 6. Rejection of Proposals Containing Alterations, Erasures, or Irregularities. Proposals may be rejected if they show any alterations of form, additions not called for, conditional or alternative bids, incomplete bids, erasures, or irregularities of any kind. 7. Competency of Bidders - Proposal Requirements. Before entering into a contract, the bidder shall satisfy the 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 Fair 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. - 35 - SECTION III AWARD AND EXECUTION OF CONTRACT 1. Award of Contract. The City reserves the right to reject any and all 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 (10) 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 whom the contract is awarded shall execute a performance bond satisfactory to the City for the Faithful performance of the Work in a sum equal to the amount of the contract. A payment bond shall be furnished securing the claims of persons employed by the Contractor and the claims of persons who furnish materials, supplies or equipment used or consumed by the Contractor in the performance of the Work. This bond shall be in a sum equal to the amount of the contract. 4. Liability Insurance Required. See Section 14, “Hold-Harmless Agreement and Contractor’s Insurance” and Section 15, “Insurance” 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 to execute the contract 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. - 36 - SECTION IV SCOPE OF WORK 1. Work to be Done. The work to be done consists of furnishing all labor, materials, methods or processes, implements, tools, and machinery, except as otherwise specified, which 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 conform to the rules and regulations pertaining to safety established by the California Division of Industrial 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 Work 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 with this Section IV. 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. - 37 - 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 Documents must be approved by the Engineer prior to the change or amendment and must be evidenced by a writing 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 Time 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 Pricing. Change order pricing for all change orders, whether additive, deductive, or both, will be governed by the following: a. Prices specified in the Contract Documents will apply to cost impacts involving items for which the Contract Documents 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 which 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 will 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 15% of such labor cost. (2) Materials. Materials costs will be the direct costs for materials actually exhausted, consumed, or entering permanently into the Work, plus a fixed markup of 15% 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 10% 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 Unapproved Change Orders. The Contractor will be solely responsible for any and all losses, costs, or liabilities of any kind incurred by the Contractor, any subcontractor engaged in the performance of the Work, any 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 IV. The Contractor shall have all of the obligations and the City - 38 - 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. 10. Change Order Disputes. a. Disputed City-Directed Change Orders. If the Contractor disputes a City- directed change order following a reasonable effort by the City and the Contractor to resolve the dispute, including, at a minimum, a meeting between appropriate representatives of the Contractor and the City, the Contractor must commence performing 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 re asonable 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 performing the Work irrespective of and unmodified by the disputed change order. In continuing to perform 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. - 39 - SECTION V CONTROL OF WORK 1. Authority of the Engineer. The Engineer shall decide any and all questions which may arise as to the quality or acceptability of materials furnished and work performed, and as to the manner of performance and rate of progress of the Work; all questions which may arise as to the interpretation of the plans and specifications; all questions as to the acceptable fulfillment 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. Conformity with Plans. Finished surfaces in all 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 occurring in one is as binding as though occurring in all. They are intended to be cooperative, to describe and to provide for a complete work. 4. Conflict Between Parts of Contract Documents. If there is any conflict between the requirements of the various contract documents, the following shall be the order of precedence (in order from highest precedence to lowest): a. Agreement for Public Improvements b. Special Provisions c. Technical Specifications d. Drawings e. City Standard Drawings f. General Provisions g. Standard Specifications h. Standard Plans 5. Interpretation 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 clarification 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’s decision regarding definitions or clarifications will be final. In the event of any discrepancy between any drawing and the figures written thereon, the figures shall be taken as correct. 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 work site at all times during progress with authority to act for the - 40 - Engineer. 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 lines 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 of the Contractor’s obligations to fulfill 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 shown 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 from any monies due or to become due the Contractor 10. Final Inspection. Whenever 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. 11. 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 from 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 utilities that differ from the locations indicated in the Contract Documents. Said record drawings shall be supplemented 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 built conditions, including all revisions made necessary by addenda, change orders, and the like shall be maintained up to date during the progress of the work. - 41 - 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 b y number and the shop drawings by manufacturer, drawing, and revision numbers. Record drawings shall be accessible to the Engineer at all times during the construction period and shall be delivered to the Engineer upon completion of the Work. Final payment will not be approved until the Contractor prepared record drawings have been delivered to the Engineer. Said up to date record drawings may be in the form of a set of prints with carefully plotted information 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, conforming to the construction records of the Contractor. This set of drawings shall consist of corrected plans showing the reported location of the Work. The information submitted by the Contractor and incorporated by the Engineer 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 errors or omissions that may appear on the Record Drawings as a result. 12. Cost Reduction Incentive. The Contractor may submit to the Engineer, 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 shall not impair, in any manner, the essential functions or characteristics of the project, including but not limited to service life, economy of operation, ease of maintenance, desired appearance, or design and safety standards. Cost reduction proposals shall contain the following 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 performing 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 account basis as provided in Section IX-14, "Force Account Work" of these General Provisions. d. A statement of the time within which the Engineer must make a decis ion 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 - 42 - changes in basic design of a bridge 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 for any delays to the Work attributable to any such proposal. If a cost reduction proposal is similar to a change in the plans or specifications, under consideration 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 chan ge order, incorporating the cost reduction proposal has been issued. If 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 whole 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 Contractor’s cost reduction proposal is accepted in whole or in part, such acceptance will be by a contract 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 - 43 - proposal. The amount specified to be paid to the Contractor in the change 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 general use on contracts administered 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 will 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 compensation under the provisions of this section if the identical or similar previously submitted proposals were 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 right 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-12, “Cost Reduction Incentive” of these General Provisions shall apply only to contracts awarded to the lowest bidder pursuant to competitive bidding. - 44 - SECTION VI CONTROL OF MATERIALS 1. Source of Supply and Quality of Materials. At the option of the Engineer the source 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 specified, 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. All 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 furnish a uniform product or if the product from any source proves unacceptable at any time the Contractor shall furnish 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. All materials 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 immediately from the site of the Work, unless otherwise permitted by the Engineer. No rejected material, the defects of which have been subsequently corrected, shall 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 and 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 arrange 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. - 45 - 4. General Materials and Substitutions Requirements. a. If 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 Technical Specifications or Project Plans. The City retains the right, in its sole discretion, to accept or reject any other proposed substitution. To be considered, proposals concerning products proposed as equals must include sufficient information to permit the City to determine whether the products proposed as equals will satisfy the same performance requirements as products listed by manufacturer’s name, brand or model number. Such performance requirements may include, but are not limited to, size, strength, function, appearance, ease of maintenance and repair, and useful life requirements. If the City does not accept a proposed substitution, the Contractor must furnish the product specified in the Technical Specifications or Project Plans for the Contract Price, regardless of whether the product is specified by manufacturer’s na me, brand or model number, 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 public. 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 obstruction 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. The Contractor must promptly remove from the work site all materials rejected 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. If 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 damaged 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 materials, 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 Plans or Technical Specifications, and if the Engineer determines that the imperfection of the same is not of sufficient magnitude or importance to make the Work dangerous or undesirable, or if the removal of such work, is impractical or will create conditions which are dangerous or undesirable, 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. - 46 - 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 first 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 property 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 any 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 Contractor shall obtain written permission from 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 between 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 obtained. If the Contractor elects to store or dispose of materials on private property subject to this paragraph, the use of the privat e 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 made 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). The 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 100% inert materials (50/100) will be diverted from the landfill through recycling, reuse and/or salvage. The Contractor shall submit and implement an approved WMP as indicated in the Special Provisions. - 47 - SECTION VII LEGAL RELATIONS AND RESPONSIBILITY 1. Laws to be Observed. The Contractor shall stay fully informed of all existing and future State and National Laws, including all provisions of Section 1776 of the Labor Code, and Municipal Ordinances and Regulations which in any manner affect those engaged or employed in the Work, or the materials used in the Work, or which in any way affect the conduct of the Work, and of all such orders and decrees of bodies or tribunals having any jurisdiction 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, water and noise pollution. The Contractor shall inform the City of the location of the records enumerated under Section 1776(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 specification and provisions and any laws or regulations, the matter shall be brought to the attention of the Engineer immediately. All necessary permits or approvals from any involved agency shall be obtained by the Contractor before any work is started. 2. Trench Safety and Differing Subsurface Conditions. a. Excavation More Than Four Feet Deep. In accordance with California Public Contract Code Section 7104, if work involves excavation more than four feet deep, the Contractor must promptly notify the City in writing before any of the following are disturbed: any material that the Contractor believes may be material that is hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III 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 IV-4, “City Directed Change Orders” of these General Provisions If a dispute arises between the City and the Contractor concerning whether the conditions materially differ, or involve hazardous waste, 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 Documents, 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 law pertaining to the resolution of disputes and protests between the contracting parties. b. Excavation of Five Feet or More. In accordance with California Labor Code Section 6705, if this contract exceeds $25,000 in cost and involves excavation five or - 48 - 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 other 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 permitted to labor more than eight (8) hours in violation of the provisions of the Labor Code and in particular, Section 1810 to Section 1816 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 Section 1770 et seq., copies of which are on file in the office of the City Clerk and the Office 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 start 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 included in the contract for this Work. 5. Prevailing 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 day’s work in the same trade or occupation in the locality within the state where the work hereby contemplates to be performed as determined by the Director of Industrial 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 Contractor’s bid, and will not, under any circumstances be considered as the basis of a claim against the City on the contract. - 49 - NOTE: An error 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 1770-1775. a. Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing wage rates is not attached hereto pursuant 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. The Contractor and subcontractor’s attention is directed to the provisions of Section 1776 of the California Labor Code and to the requirements therein pertaining to the keeping, availability, and filing of accurate payroll records of all journeymen, apprentices, and other workers performing work under this Contract. The Contractor agrees to comply with the requirements of said section. Prior to each monthly progress payment, the Contractor shall deliver to the Engineer copies of certified payrolls of its and all subcontractors’ forces performing work at the job site (or sites established primarily for the work) for labor compliance purposes and extra/force account considerations. Such records shall be kept current on an effective day or period basis and in a form acceptable to the Engineer. At a minimum, the form shall include the following information: 1. Employee identification by name 2. Employee’s address and social security number 3. Employee’s craft and classification (in accordance with Director of Industrial Relations’ wage determinations) 4. Employee’s actual per diem wages (in compliance with Part I, Notice to Contractors, and this Section GC-20, Laws and Regulations) 5. Employee’s subsistence and travel allowance (as applicable) 6. Employee’s straight time and overtime hours worked each day and week 7. Itemized deductions made from employee’s wages 8. Apprentices and ratio of apprentices to journeymen 9. Contractor’s or subcontractor’s firm or company name, date or period for which applicable wage rates and allowances are effective, and the employer’s signature. - 50 - The certified payroll records shall be kept on forms provided by the Division of Labor Standards Enforcement, or shall contain the same information as the forms provided by the Division in addition to the above-listed information. For all projects awarded on or after April 1, 2015, in addition to submitting the certified payrolls to the Engineer, the Contractor shall furnish the records specified in California Labor Code section 1776, including but not limited to the certified payrolls, directly to the Labor Commissioner. The Contractor shall furnish the records specified in California Labor Code section 1776 to the Labor Commissioner for all projects, whether such project is a new project awarded on or after, or an ongoing project awarded prior to, January 1, 2016. Each payroll record shall contain or be verified by a written declaration that is made under penalty of perjury stating: (1) The information contained in the payroll is true and correct; and (2) The employer has complied with the requirements of California Labor Code Sections 1771, 1811, and 1815 for any work performed by its employees on the Project. The Contractor shall inform the City of the location of the above payroll records, including the street address, city and county, and shall, within five (5) working days, provide a notice of change of location and address. The contractor or subcontractor has 10 days in which to comply subsequent to receipt of a written notice requesting certified payroll records. In the event that the contractor or subcontractor fails to comply within the 10-day period, he or she shall, as a penalty to the District, forfeit one hundred dollars ($100) for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated. Upon the request of the Division of Labor Standards Enforcement, these penalties shall be withheld from progress payments then due. The Contractor is not subject to a penalty assessment pursuant to this section due to the failure of a subcontractor to comply with this section. Any copy of records made available for inspection as copies and furnished upon request to the public or any public agency by the District shall be marked or obliterated in accordance with California Labor Code section 1776. Compliance with the above provisions of this Part II, and California Labor Code, Section 1776, shall be the responsibility of the Contractor or subcontractor. Pursuant to Labor Code Section 1771.4, Contractor is required to post all job site notices prescribed by law or regulation that include, but are not limited to, payment of prevailing wages. 6. Registration of Contractors. Before submitting bids, Contractors shall be licensed in accordance with the provisions of the State Contractors' License Law, Business and Professions Code 7000 et seq. as amended. Pursuant to California Labor Code section 1771.1, by execution below, the Bidder and its Subcontractors certify that they are registered and qualified to perform public work pursuant to section 1725.5 of the California Labor Code, subject to limited legal exceptions. - 51 - 7. Permits and Licenses. The Contractor shall procure all permits and licenses, pay all charges and fees, and give all notices necessary and incidental to the due and lawful prosecution of the Work. A City of South San Francisco Business License will be required before the contract is signed by the City. 8. Patents. The Contractor shall assume all costs arising from the use of patented materials, equipment, services, or processes used on or incorporated in the Work, and agrees to indemnify and save harmless the City of South San Francisco, the City Council, and the Engineer, and their duly authorized representatives, for all suits at law, or actions of every nature for, or on account of the use of any patented materials, equipment, services, or processes. 9. Contractor’s Field Office. a. The Contractor and 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 during this contract, should the Contractor desire a new or different location, he shall apply to the Engineer for the change 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 all applicable codes, ordinances and regulations. The cost of such facilities will be paid from and included in the Contract 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 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 will have a reasonable expectation of privacy pursuant to the Fourth Amendment to the United States Constitution or other applicable law concerning such Work site office facilities used by the Contractor and/or its privities. Without exception, 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). Any 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. 10. Utilities. The location in public streets of pipes, conduits and other underground facilities of the public utility companies and of the City may not be indicated on the plans. Bidders are instructed to apply to companies and City departments concerned for any information, which may be needed concerning utilities. 11. Contractor Cooperation & Coordination. The Contractor is advised that other construction and maintenance work may be performed by local utility companies, the City and/or their contractors in the project area concurrent with work performed under 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 work in - 52 - coordination with others such that no delays shall occur in the Contractor’s 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 nor extension of time. In 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. 12. Public Convenience. The Contractor shall so conduct the Contractor’s operations as to cause the least 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 with 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 th e 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 occur on the street, the Contractor must make provisions for the trench crossings at these points, either by means of backfill 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 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 work 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 than 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. All such materials shall be stored and handled in a manner that protects City streets, sidewalks, or other facilities from damage. Throughout performance of the Work, the Contractor must construct and adequately maintain suitable and safe crossings over trenches and such detours as are necessary to care for the public and private traffic at all times including Saturdays, Sundays, and holidays. - 53 - Water 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, including the South San Francisco police and fire departments informed of obstructions to, or detours around any public or private roads caused by reasons of the Contractor’s operations. The Contractor 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 job 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 other 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 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. 13. 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 all 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 where 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 portion 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 - 54 - 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 or 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. 14. 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. If 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 dama ge to such structures caused by reason of the Contractor’s operations. 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 underground improvements or facilities, which may be subject to damage by reason of the Contractor’s operations, and if it is necessary to lower such underground facility or encase it to p rotect it from damage, it shall be done at the Contractor’s expense. 15. 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. 16. Contractor’s Indemnities. 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 Work, 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 occurrences of other causes predicated on active or passive negligence of the Contractor or of any subcontractor - 55 - 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, costs (including costs of defense), suits, and damages of every kind, nature and description (including, but not limited to, penalties resulting from exposure to hazards in violation of the California Labor Code) directly or indirectly arising from the performance of the Work (“Claims”). b. The Contractor will indemnify, defend and hold harmless the City, the City’s officials, officers, employees, volunteers, 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 all royalties or other charges as a result of intellectual property rights that may apply to methods, types of construction, processes, materials, or equipment used in the performance of the Work, and will furnish 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 connection 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 Contractor’s certificates of insurance 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 filed in connection with any Claims and will pay all related costs and expenses, including attorney's fees incurred. The 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 action or proceeding filed or prosecuted against Contractor for any Claims, Contractor agrees to pay the City, its officials, officers, employees, agents, volunteers and consultants any and all costs and expenses incurred in such action or proceeding, including but not limited to, reasonable attorneys’ fees. e. The Contractor will indemnify, hold harmless and defend with legal counsel reasonably acceptable to the City the City and its officials, officers, employees, agents and volunteers from and against any and all Claims related to damage to surface or underground 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 officials, officers, employees, agents and volunteers from and against any and all Claims, including any fines or other penalties, related to failure of the Contractor and/or privities or agents of the Contractor to comply with the requirements of the State of California’s 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 - 56 - 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. In 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 im pose 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. 17. Contractor’s Responsibility for Work. Except 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 materials delivered to the Work including materials for which he has received partial payment. 18. Portion of the Work, Which May be Placed in Service. If desired by the City of South San Francisco, the Work, as completed, may be placed in service. The Contractor shall give proper access to the Work for this purpose 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 workmanship. 19. No Personal Liability. 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 performance of the Work must conform 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 construed to permit Work not conforming to these codes: • National Electrical Safety Code, U. S. Department of Commerce • National Board of Fire Underwriters' Regulations - 57 - • California Building Standards Code as adopted by the City • Manual of Accident Prevention in Construction, latest edition, published by A.G.C. of America • Industrial Accident Commission's Safety Orders, State of California • Regulations of the State Fire Marshall (Title 19, California 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. 21. Guaranty. Unless specified otherwise, the Contractor guarantees all of the Work for one year from the date the City accepts the Work. 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 commencing 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 remedy under the Contract or at law or equity, 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 the 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. Contractor shall file with City a corporate surety bond in the sum of ten percent (10%) 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 ten percent (10%) of the contract price as a cash bond for said one (1) 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 exceed 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 Requirements. 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 all 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 - 58 - 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 safety 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. 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 to Title 8, Section 1670 and following of the California Code of Regulations concerning safety belts and nets. The Contractor must provide and maintain any other nece ssary systems or devices required to secure safety of life or property at the work site in accordance with accepted standards of the industry and applicable law. The Contractor must maintain during all night hours sufficient lights to prevent accident or damage to life or property. 23. Fair Employment Provision. The Contractor will not willfully discriminate against any employee or applicant for employment because of race, color, religion, ancestry 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 termination: 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 this fair employment practices section. 24. Employment of Apprentices. Attention is directed to the provisions in Sections 1777.5 (Chapter 1411, Statutes of 1968) and 1777.8 of the Labor Code - 59 - concerning the employment of apprentices by the Contractor or any subcontractor under the Contractor. Section 1777.5, as amended, required the Contractor or subcontractor employing tradesmen in any apprenticeable occupation to apply to the joint apprenticeship committee nearest the site of the public works project and which administers the apprenticeship program in that trade for a certificate of approval. The certificate will also fix 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 (1:5) except: a. When unemployment in the area of coverage by the joint apprentices hip committee has exceeded an average of fifteen percent (15%) in the ninety (90) days prior to the request for certificate, or b. When the number of apprentices in training in the area exceeds a ratio of one to five (1:5), or c. When the trade can show that it is replacing at least 1/30 of its membership through apprenticeship training on an annual 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 journeymen in any apprenticeable trade on such contracts and if other Contractors on the public works site are making such contributions. The Contractor and any subcontractor under the Contractor shall comply with the requirements of Sections 1777.5 and 1777.6 in the employment 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. - 60 - SECTION VIII PROSECUTION AND PROGRESS 1. Subcontracting. 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 fulfillment 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 1777.5 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 from the date the determination is made. Where a portion of the 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 the requisition of the Engineer and shall not again be employed on the Work. 2. Assignment. The performance of the contract may not be assigned except upon the written consent of the City. Consent will not be given to any proposed assignment, which would relieve the original, Contractor or the Contractor’s surety of their responsibilities under the contract nor will the City consent to any assignment of a part of the Work under the contract. 3. Time of Completion and Statement of Working Days. The Contractor shall complete all or any designated portion of the work called for under the contract in all parts and requirements within the time set forth in the Special Provisions. Determination that a day is a non-working day by reason of inclement weather or conditions resulting immediately therefrom, shall be made by the Engineer. The Engineer will 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 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 when working days are not being charged in conformance with the provisions in Section VIII-6, “Temporary Suspension of Work” of these General Provisions. The Contractor will be allowed 15 days from the issuance of the monthly statement of working days in which to file a written protest setting forth in what respects the Contractor differs from the Engineer; otherwise, the decision of the Engineer shall be deemed to have been accepted by the Contractor as correct. - 61 - 4. Progress 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 twenty-first (21st) 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 immediately on the requisition of the Engineer, and such person shall not again be employed on the Work. 6. Temporary Suspension of Work. The Engineer shall have the authority to suspend the Work wholly or in part, for such period as he may seem necessary, due to unsuitable weather, or to such other conditions as are considered unfavorable prosecution 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 Work 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. All 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 unforeseen 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 the extent such delays actually delay the Contractor’s completion of the Work and/or result in the Contractor incurring additional 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 - 62 - 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 Delay. 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 failure of the Contractor or any subcontractor or other entity engaged in performance of the Work to perform the Work in accordance with the Contract Documents. 10. No Contractor Damages for Delay Not Caused By the City, Delay Contemplated by the Parties, or other Reasonable Delay. Contractor will not be entitled to damages for delay to the Work caused by the following, 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 the Contractor, and/or reasonable under the circumstances: Exercise of the City’s right to sequence the Work in a manner that would avoid disruption to the City and other contractors based on: the failure of the Contractor or any subcontractor or other entity engaged in the performance of the Work to perform the Work 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 Documents or proposed change orders or modifications to the Contract Documents, including extensive and/or numerous such requests for clarification or information or proposed change orders or modifications, provided such clarifications or information or proposed change orders or modifications are processed by the City or its representatives in a reasonable time in accordance with the Contract Documents. 11. Delays Caused by the City and/or Its Privities. Delay caused by the City and/or other contractors of the City will be deemed unavoidable delays. Either 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 privi ties and that are not reasonable under the circumstances involved and/or that are not within 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 Cont ractor may agree upon pricing for the cost impacts, 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 occurred, 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 with the Contract and any applicable, approved change orders only 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 will apply to the cost impacts, if any, resulting from delay purportedly caused by the City and/or its privities - 63 - subject to this provision. However, if such daily rate or cap or lump 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. 12. Delay Claims. Whenever 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 connection 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 working 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 fit 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, and other authorized City representatives to conveniently examine and inspect the Work. 14. Liquidated 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 Improvements, 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 t he 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. It 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 - 64 - shall have the right to extend the time for completion or not, as may seem best to serve 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 to 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 that 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, freight embargoes, and unusually severe weather or delays of subcontractors due to such causes; provided, that the Contractor shall within ten (10) days from the beginning of any such delay notify the Engineer in writing of the causes of delay, who shall ascertain the facts and the extent of delay, and the Engineer’s finding 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 during the period of such extension of any claim for liquidated damages, engineering or inspection charges or other penalties. The Contractor shall have no claim for any other compensation for any such delay. 15. Suspension of Contract. If at any time in the opinion of the Engineer, the Contractor has failed to supply an adequate working force, or material of proper quality, or has failed in any other respect to prosecute the Work 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 contract, 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 such suspension, the Contractor’s control shall terminate and thereupon the City or its duly authorized representative may take possession of all 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 carry the contract to completion, employ the necessary workmen, substitute other machinery or materials, and purchase 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 thereof. Any excess of cost arising therefrom over and above the contract price will be charged against the Contractor and the Contractor’s sureties who will be liable therefore. In the event of such suspension, all money due the Contractor or retained under 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 - 65 - Contractor and the Contractor’s sureties will be credited with the amount 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 surplu s remaining after all just claims for such completion have been paid. In 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. 16. Communications. a. All 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 w ith charges prepaid to any telegraph company for transmission, in each case addressed to such office. c. All 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 time of actual receipt, as the case may be. 17. Audit and Examination of Records. The City may examine and audit at no additional cost to the City all 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 accuracy, completenes s, and currency of cost, pricing, scheduling and any other project related data. The Contractor will make available all such Project related data at all 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 Government 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 - 66 - part of any audit of the City, for a period of three (3) years after final payment under the Contract. 18. Project Schedule. Within ten (10) working days after the Notice of Award, the Contractor must deliver to the Engineer a bar chart 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-relationships, start and completion dates, float, the critical path, and any other item deemed necessary by the Engineer. The schedule must 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 must correct any exceptions noted by the City within five (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. The schedule must show early and late completion dates for each task. The number of days between these dates will be designated as “Float”. The Float will be designated to the Project and will be available to both the City and the Contractor as needed to complete the Work in accordance with the Contract. d. Failure to Submit Schedule. If the Contractor fails to submit schedules within the time periods specified in this section, or submits a schedule to which the City has taken uncorrected exceptions, the City may withhold payments to the Contractor until such schedules are submitted and/or corrected in accordance with the Contract Documents. 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 submitted by the Contractor. However, 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. - 67 - SECTION IX MEASUREMENT AND PAYMENT 1. Measurement of Quantities. All work to be paid for at a contract price per unit of measurement will be measured by the Engineer in accordance with Section 9- 1.01, “Measurement of Quantities” of the Standard Specifications. When required by the Engineer, the operator of each vehicle weighed shall obtain a weight or load slip 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 material 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 will be deducted from the final total quantities. No compensation will be allowed for hauling and disposing of rejected material. 2. Progress 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, and the value thereof. The City shall retain five percent (5%) 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 shall 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 Engineer’s judgment the total value of the work done since the last 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 to the amount withheld in the form and manner and subject to the conditions provided in Chapter 13 (commencing with Section 4590), Division 5, Title 1 of the Government Code of the State of California. 3. Scope of Payment. The Contractor shall accept the compensation, as herein provided, in full 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 - 68 - the Work until the final acceptance by the City and for all risks of every description connected with the prosecution of the Work, also for all expenses incurred 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 amounts due the Contractor, sums sufficient to cover claims filed pursuant to Section 3179 et seq. of the Civil Code. 5. Progress Payment Deductions. The Contractor hereby agrees and acknowledges that progress payments 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 trenches, environmental compliance, maintaining services, etc. In the event such non -compliance occurs, the City may cure these deficiencies with its own crews or with other contractors/vendors. The full cost the City incurs to cure these deficiencies will be deducted from the next progress paym ent. “Full costs” include all labor, materials, and equipment plus applicable “mark-ups,” including overhead, should the City perform 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 completed and it has been determined that the Work is done in accordance with the plans and specifications, the Engineer will accept the Work and 95% of the payment based on the final quantities will be paid to the contractor, the balance will be paid 30 days after the Notice of Completion has been filed with the County and upon furnishing of the specified guaranty bond to the City. 7. Final Payment. Within thirty (30) days after the completion of the Work and its acceptance by the City, the Engineer will make a proposed final estimate in writing of the quantities of work done under the contract and the value of such work 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 written statement of all claims, which he has for additional compensation claimed to be due under 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 all amounts to be due after deducting therefrom all previous payments and all amounts to be kept and all amounts to be retained under the provisions of the contract. If the Contractor within said period of thirty (30) 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 under the provisions of the contract. - 69 - The Engineer shall then consider and investigate the Contractor’s claims and shall 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. The 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 date 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. Travel and Subsistence Payment. Travel and subsistence payments shall 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 1773.8. 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 all other cases within 15 days after the happening of the event, thing, occurrence, or other cause, giving rise to the potential claim. City may request additional information from Contractor regarding the Contractor's claim, which shall be provided, to City within 10 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 filed. 10. Claims. a. General. A “Claim” means a written demand or written assertion by Contractor to adjust, alter, modify, or otherwise change the Contract price or the Contract time, or both. - 70 - All claims filed hereunder shall strictly comply with all requirements of the Contract Documents. In order to qualify as a Claim, the written demand must 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 form of request for payment is not a Claim under the Contract Documents. If such a request is disputed as to liability or amount, 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 must be stated with specificity, including identification of the event or occurrence giving rise to the Claim, the date 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 supporting 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 supporting each item of cost. Notwithstanding and pending the resolution of any Claim, the Contractor shall diligently prosecute the disputed work to final completion of the Work. Contractor shall impose the Claim notice and documentation requirements in this Contract on Contractor’s subcontractors of all tiers, and require them to submit to the Contractor all Claims against Contractor and/or the City within the times and containing the documentation required by these provisions. The Claim notice and documentation procedures described in these provisions applies to all claims and disputes arising under the Contract Documents, whether or not specifically referred to in any specific portion of the Contract. If additional information or details are required by the Engineer to determine the basis and amount of any Claims, the Contractor shall furnish additional information or details so that the additional information or details are received by the Engineer no later than the fifteenth calendar day after receipt of the written request form 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 within 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. - 71 - The City of South San Francisco, or its authorized representatives, shall have access, upon 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 claim 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 that 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. (1) 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. If the Contractor should disagree with the City’s decision, the Contractor’s sole and exclusive remedy is to file 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 Document 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. - 72 - (3) Delays. As used herein, the following terms shall have the following meanings: “Excusable Delay” means any delay of the completion of the Project beyond the expiration of the Contract time caused by conditions beyond the control and without the fault or 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 cannot 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 unreasonable under the circumstances 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, interruption, hindrance, or disruption. “Unexcusable Delay” means any delay of the completion of the Project beyond the expiration of the Contract time resulting from 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 Contract time, for an Excusable Delay or a Compensable Delay, subject to the following: (i) If an Excusable Delay and a Compensable Delay occur concurrently, the maximum extension of the Contract time 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 concurrently with either an Excusable Delay or a Compensable Delay, the maximum extension of the Contract time shall be the number of days, if any, by which the Excusable Delay or the C0ompensable Delay exceeds the Unexcusable Delay. (iii) If an Unexcusable Delay occurs concurrently with both an Excusable Delay and a Compensable Delay, the maximum extension in the Contract time shall be the number of days, if any, by which the number 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, material 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 administrative - 73 - personnel necessary and directly employed at the Project site for the supervision of the Work during the period of Compensable Delay. Except as provided herein, the Contractor shall have no claim for damage or compensation for any delay, interruption, hindrance, or disruption. There shall be no Compensable Delay unless the event or occurrence 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 Documents, 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 file a written Notice of Potential Claim with the City before commencing the Disputed Work, or within seven (7) calendar days after Contractor’s 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 Claim 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 on the specific issue. The City will review the Contractor’s timely notice of potential claim and provide a decision. The City may require supplemental information 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 formal Claim will be filed. The Contractor shall submit the Claim in the form specified herein and all arguments, justification, 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. If 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 thirty (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. - 74 - All claims must be submitted to Engineer before the issuance of the final estimate. Contractor hereby expressly waives all Claims not submitted, in complete and proper form, on or before the date of issuance of the final estimate. Upon receipt of the Contractor’s formal Claim including all arguments, justification, costs or estimates, schedule analyses, and documentation supporting the Contractor’s position as previously stipulated, the City or its designate will review the Claim and render a final determination according to the processing and review procedures listed in Section IX-12, “Claims Processing and Review” of these General 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 Documents (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. The 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, quantum calculations, and Contract Document provision supporting relief; (3) List of documents relating to the Claim, including plans, specifications, clarifications/requests for information, schedules and others; (4) Chronology of events and correspondence; (5) Analysis of Claim merit; (6) Analysis of Claim costs; (7) Attached supporting documents referenced in item (3) 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’ terms, 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 Cont ract 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 with the notice and Claim submission - 75 - 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 City shall 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 parties, and, if the parties cannot 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 two 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 not exceeding ten thousand dollars ($10,000) and/or imprisonment in the state prison. 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 any official 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 that are not supported by the Contractor’s cost accounting or other records, or the Contract, shall be deemed to be damages incurred 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 officer of Contractor: I, __________________, BEING THE _________________(MUST BE AN OFFICER) OF _______________________(CONTRACTOR), DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA, AND DO PERSONALLY CERTIFY AND ATTEST THAT I HAVE THOROUGHLY REVIEWED THE ATTACHED CLAIM FOR ADDITIONAL COMPENSATION AND/OR EXTENSION OF TIME, AND KNOW ITS CONTENTS, AND SAID CLAIM IS TRUTHFUL AND ACCURATE; THAT THE AMOUNT REQUESTED ACCURATELY REFLECTS THE CONTRACT ADJUSTMENT FOR WHICH THE OWNER IS LIABLE; AND, FURTHER, THAT I AM FAMILIAR WITH CALIFORNIA PENAL CODE SECTION 72 AND CALIFORNIA GOVERNMENT CODE SECTION 12650, ET SEQ., PERTAINING TO FALSE CLAIMS, AND FURTHER KNOW AND - 76 - UNDERSTAND THAT SUBMISSION OR CERTIFICATION OF A FALSE CLAIM MAY LEAD TO FINES, IMPRISONMENT AND/OR OTHER SEVERE LEGAL CONSEQUENCES. SIGNATURE LINES WILL BE ADDED HERE 12. Claims Processing and Review. The review and treatment of Contractor Claims up to three hundred seventy-five thousand dollars ($375,000) are governed by California Public Contract Code Sections 20104 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 three hundred seventy-five 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 writing 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 documentation supporting the claim or relating to defenses or claims the City may have against the Contractor. (1) If such additional documentation is requested by the City, it shall be provided by the Contractor within twenty (20) days of its receipt of the request from the City 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 fifteen (15) 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) and less than or equal to three hundred and seventy-five 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 relating to defenses or Claims the City may have against the Contractor. (1) If such additional documentation is requested by the City, it shall be provided by the Contractor within thirty (30) days of its receipt 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. 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 writing, within forty-five (45) days of receipt of - 77 - the Claim, submission of additional documentation supporting the claim or relating to defenses or claims the City may have against the Contractor. (1) If 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. 13. 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 with the Engineer. For such extra work the Contractor shall receive compensation at the 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 IX- 14, “Force Account Work” of these General Provisions. All 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 by 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 locality, which shall have been previously determined and agreed upon in writing by the Contractor, plus fifteen percent (15%). 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 352, 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 - 78 - Contractor may be required to carry or which he may elect to carry; and for additional premiums paid on faithful performance and payment bonds required 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 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 force account work done. If force account work is done on the contract the Contractor shall furnish to the Engineer three (3) copies of a certificate from the insurance company showing the compensation insurance rates to be charged on the various classes of work to assist in verification of the Contractor’s charges for extra work and force account. [END OF GENERAL PROVISIONS] 1774523.3 1774523.3 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:16-441,Version:1 Resolution awarding the construction contract to Southwest Construction &Property Management of San Bruno,California for the Fire Station 64 Roof Girder Replacement Project based on the Base Bid and Bid Alternate #2 in an amount not to exceed $119,207 and authorizing a total construction budget of $160,929. WHEREAS, the Fire Station 64 Roof Girder is deteriorated and in need of replacement; and WHEREAS,City of South San Francisco (“City”)staff issued a Notice Inviting Bids for the Fire Station 64 Roof Girder Replacement Project (“Project”)on April 26,2016 and May 3,2016 and on May 26,2016, received one (1) bid in response; and WHEREAS,Southwest Construction &Property Management (“SCPM”)of San Bruno,California submitted a responsive and responsible Base Bid including Bid Alternate #2 in the amount of $119,207; and WHEREAS,total project costs including design,construction,construction contingency,and construction management are estimated to be $160,929; and WHEREAS,funding for the Project is included in the City of South San Francisco’s 2015-2016 Capital Improvement Program (“CIP”). NOW,THEREFORE,BE IT RESOLVED,by the City Council of the City of South San Francisco that the City Council hereby awards a construction contract for the Fire Station 64 Roof Girder Replacement Project to Southwest Construction &Property Management for an amount not to exceed $119,207,conditioned on SCPM’s timely execution of the project contract and submission of all required documents,including but not limited to, certificates of insurance and endorsements, in accordance with the project documents. BE IT FURTHER RESOLVED that the City Council authorizes a total project construction budget of $160,929 and authorizes the City Manager to utilize any unspent amount of the total project construction budget,if necessary, towards additional construction contingency budget. BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute the documents on behalf of the City upon timely submission by Southwest Construction &Property Management of the signed contract and all other documents, subject to approval as to form by the City Attorney. BE IT FUTHER RESOLVED that the City Manager or his designee is hereby authorized to take any further City of South San Francisco Printed on 9/22/2016Page 1 of 2 powered by Legistar™ File #:16-441,Version:1 BE IT FUTHER RESOLVED that the City Manager or his designee is hereby authorized to take any further actions consistent with the intent of this Resolution. ***** City of South San Francisco Printed on 9/22/2016Page 2 of 2 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:16-535,Version:1 Study Session regarding Council options under Senate Bill 415,the California Voter Participation Rights Act, affecting local government entities that conduct their regular elections in odd-numbered years,or on any election date other than a “statewide election date.”(Jason Rosenberg,City Attorney and Krista Martinelli, City Clerk) RECOMMENDATION It is recommended that Council review the options under SB 415,The California Voter Participation Rights Act (the Act), and provide direction to staff as to a preferred option for compliance. BACKGROUND/DISCUSSION Senate Bill 415 (SB 415)was signed by the Governor on September 1,2015 and mandates that cities and towns “shall not hold an election other than on a statewide election date if holding an election on a nonconcurrent date has previously resulted in a significant decrease in voter turnout.”This law becomes effective January 1,2018 and thus requires local jurisdictions to change the timing of when Officials may be elected,if that jurisdiction’s regular election cycle is conducted in odd-numbered years or on any election date other than a statewide election date,and the voter turnout (as a percentage of registered voters)within the city for a recent off-cycle, odd-numbered year municipal election was at least 25 percent less than the average voter turnout for the four most recent statewide elections (“a significant decrease in voter turnout”). The City of South San Francisco (“City”)holds its regular elections in odd-numbered years.As evidenced by the figures in Attachment A,Table 1,any of the voter turnout percentages in the City’s regular municipal elections in 2015,2013,2011 and 2009 would meet the SB 415 threshold of at least 25 percent less than the 61.43 percent average turnout in the City in the last four (4)statewide even-year elections (2014,2012,2010 and 2008).Accordingly,the City must comply with SB 415 and implement changes to coordinate its election cycle with the statewide even-year cycle by 2022,with a plan being adopted by January 1,2018 to implement such changes.Also,note that the Elections Code separately provides that no term of office shall be increased or decreased by more than one year. The City has three (3) basic options to comply with SB 415: Option 1:Consolidate future non-special local elections with the statewide elections starting in 2018.To accomplish this option,the regularly-scheduled November 2017 and 2019 elections could be moved to November 2018 and 2020,respectively,or the 2017 election could be for three-or five-year terms,with subsequent elections in 2020 or 2022,and the 2019 election could be moved to 2018 or 2020.Then,all future elections would follow the standard four year term schedule,in line with state elections.All currently seated elected officials could have their existing terms extended or reduced by one (1)year and/or the 2017 elections would be for three- or five-year terms, as outlined in Table 2 - Option 1 chart, found on Attachment A. Option 2:Adopt a plan before January 1,2018 to consolidate future elections with the statewide election no later than the November 8,2022 statewide election.A city that puts a plan in place before 2018 to City of South San Francisco Printed on 7/21/2016Page 1 of 3 powered by Legistar™ File #:16-535,Version:1 no later than the November 8,2022 statewide election.A city that puts a plan in place before 2018 to consolidate local elections with the statewide elections by 2022 may continue holding local elections on off- cycle,odd-numbered years through 2021,in accordance with the current off-cycle schedule.If such a plan is adopted prior to 2018,the November 2017,2019,and 2021 elections could go forward as currently planned with the understanding that the 2021 election would be for a three (3)-year term.Beginning in November 2022, all regular local elections would be for four (4)-year terms,held in even-numbered years,in line with the state elections.As reflected in the chart below,the 2017 election could be for either a three-(3),four (4)-year,or five (5)-year term.The 2019 election could be for either a three-(3)or five (5)-year term.Three of the most straightforward plan options are described in the Table 3 - Option 3 chart, found on Attachment A.. Option 3:Submit the Question to the Voters.Another option that is available to the City is to submit this issue to the voters as a ballot question on the November 2016 or November 2017 election ballot,giving the electorate the power to extend or shorten current terms by no more than one year,or to vote to increase or decrease the term of office for the 2017 and 2019 elections by no more than one year.This was done in Los Angeles in 2015 and Livermore in 2012, among other cities. Risk of Inaction If the City were to hold an off-cycle,odd-numbered year regular election after 2018 without a plan in place to align the local elections with the statewide elections by 2022,the City would be subject to a lawsuit initiated by any local voter.The same would be true if the City held an off-cycle,odd-numbered year regular election any time after 2022, even with a plan in place. Other Communities Of the 12 affected jurisdictions in San Mateo County,only one has acted.On June 14,2016,the City Council of the City of Millbrae voted to implement a version of Option 1 which extended all current Councilmembers terms by one year and consolidated future non-special local elections with the statewide election starting in 2018.This effectively cancelled all regularly scheduled elections from November 2017 forward and consolidated them sequentially with the statewide elections beginning with the November 2018 election.The City of San Mateo is planning to hold a study session on this subject in September. FUNDING The San Mateo County Elections Office has reminded cities to be aware that election costs are directly related to the number of jurisdictions participating in elections.If some cities take action to cancel their respective November 2017 elections,then the cities that hold a 2017 election will likely experience higher proportional costs.This impact would continue moving forward until all affected cities align their local elections with the statewide elections in compliance with SB 415. CONCLUSION In order to implement any of the three options or related sub-options,the Council would need to adopt an ordinance before the affected election in order to consolidate future elections as desired,or to place it on the ballot for voter approval. The ordinance would be transmitted to the Clerk of the Board of Supervisors of San Mateo County together with the request that the Board approve the Ordinance and provide the City with notice of such approval.The ordinance would be effective upon Council approval but would not be operative until approved by the Board of Supervisors.Within thirty (30)days after approval of the Ordinance by the Board of Supervisors,the City Clerk would be required to mail notice to all registered voters in the City of South San Francisco informing City of South San Francisco Printed on 7/21/2016Page 2 of 3 powered by Legistar™ File #:16-535,Version:1 Clerk would be required to mail notice to all registered voters in the City of South San Francisco informing them of the change in the election schedule and,if applicable,the elected officials terms affected by the Ordinance in accordance with the requirements specified in Elections Code section 10403.5(e). Council should direct staff how it wishes to proceed so that an Ordinance can be brought for its consideration as appropriate. City of South San Francisco Printed on 7/21/2016Page 3 of 3 powered by Legistar™ Attachment A - Relevant Tables and Figures Table 1 - Local Voter Turnout Percentage by Election Election Dates (All Nov.) 2015 Local 2014 State- wide 2013 Local 2012 State- wide 2011 Local 2010 State- wide 2009 Local 2008 State- wide 4 Year Statewide Election Average SSF Voter Turnout % 26.8% 37.1% 21.8% 75.6% 24.2% 58.3% 22.4% 74.7% 61.43% Table 2 – Option 1 Option 1 – Consolidate Local Elections with Statewide Elections beginning in 2018 Current Election Years New Election Years Impact 2017; 2019 2018; 2020 All current elected official terms would be increased by 1 year 2017; 2019 2017; 2018 2017 elections would be for 3-year terms to 2020; 2019 current terms would be reduced by 1 year with next election in 2018 2017; 2019 2017; 2020 2017 elections would be for 5-year terms to 2022; 2019 current terms would be increased by 1 year with next election in 2020 Table 3 – Option 2 Option 2 – Adopt a Plan by 2018 to Consolidate Local Elections by 2022 (2017 & 2019 Elections held on schedule – Plan put in place before Jan. 1, 2018) Next Election after 2017 & 2019 Impact 2020; 2022 Elections in 2017 & 2019 would each be for 3-year terms to 2020 and 2022, respectively 2021; 2022 2017 elections would be held normally, for a 4-year term to 2021; Elections in 2019 & 2021 would be for 3-year terms to 2022 and 2024, respectively 2022; 2024 Elections in 2017 & 2019 would be for 5-year terms to 2022 and 2024, respectively City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:16-571,Version:1 Report regarding resolution approving an amendment to the Consulting Services Agreement with MuniServices, LLC to extend the term of the Agreement to June 30, 2017.(Richard Lee, Finance Director) RECOMMENDATION It is recommended that the City Council approve a resolution approving an amendment to the Consulting Services Agreement with MuniServices,LLC to extend the term of the Agreement to June 30, 2017. BACKGROUND/DISCUSSION The City entered into a Consulting Services Agreement with MuniServices in November 2001 to provide Sales and Use Tax Audit Services (SUTA)and Sales Tax Analysis Reporting Services (STARS).In March 2014,the scope of the agreement was modified to include Business Cooperation Program/Sales and Use Tax Revenue Recovery.The City and MuniServices have extended the term of the Agreement several times since inception; most recently in 2014, which extended the term to June 30, 2015. The contract needs to be extended so that the City can continue to receive such services.Additionally,on January 13,2016,the City Council authorized MuniServices access to records related to Measure W,the half- cent transactions and use tax approved by South San Francisco voters in November 2015.The State Board of Equalization stated that they require the agreement between the City and MuniServices to be current before they will release the data related to Measure W to MuniServices. Staff recommends that the City Council extend the term of the agreement to June 30,2017,as the first year of Measure W revenues will be critical to monitor and analyze to determine the extent of available resources from Measure W.However,staff also desires to continue its efforts to ensure that the City receives high quality services at a competitive rate.Therefore,staff will issue a Request for Proposals in 2017 for Sales and Use Tax Audit and Reporting Services, targeting a new contract to be in place as of July 1, 2017. FUNDING Extending the term of the contract to June 30, 2017 has no financial impact to the City. CONCLUSION Approval of the resolution extends the agreement with MuniServices and ensures that Measure W data will be available for analysis during the first year of assessment.Staff recommends that the City Council approve a resolution approving an amendment to the Consulting Services Agreement with MuniServices,LLC to extend the term of the Agreement to June 30, 2017. Attachments: 1.Consulting Services Agreement between the City of South San Francisco and MBIA MuniServices Company - Sales and Use Tax Audit Services 2.Consulting Services Agreement between the City of South San Francisco and MBIA MuniServices Company - Sales Tax Analysis Reporting Services City of South San Francisco Printed on 7/21/2016Page 1 of 2 powered by Legistar™ File #:16-571,Version:1 3.Amendment No. 7 to Consulting Services Agreement City of South San Francisco Printed on 7/21/2016Page 2 of 2 powered by Legistar™ iiac~s~~+,, c: C,Cc - CONSULTING SERVICES AGREEMENT BETWEEN la) 1 JOI THE CITY OF SOUTH SAN FRANCISCO AND MBIA MuniServices Company Sales Tax Analysis Reporting Services THIS AGREEMENT for consulting services is made by and between the City of South San Francisco ("City") and MBIA MuniServices Company ("Consultant") as of November 1, 2001. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Services attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and any exhibits, the Agreement shall prevail. 1.1 Term of Services. Consultant shall complete the services it has agreed to perform under this Agreement by September 30, 2004. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement prior to the date referenced above. 1.2 COMPLETION SERVICES. Consultant shall commence COMPLETION SERVICES upon the expiration or sooner termination of primary SERVICES to be provided by Consultant during the Tenn of Services or any extension of the Term, as applicable, and shall continue for three years there from, inclusive. The "COMPLETION SERVICES" of Consultant means those services provided by Consultant after the expiration or termination of the primary SERVICES. Beginning on the first calendar day following the expiration or termination of the primary SERVICES, whichever is sooner, COMPLETION SERVICES shall commence and continue for 3 years therefrom. The parties recognize and agree that in the event of CITY'S termination of this AGREEMENT without material breach, the COMPLETION SERVICES shall not terminate and Consultant will entitled to commence with the COMPLETION SERVICES. During the COMPLETION SERVICES phase, Consultant shall be authorized under this AGREEMENT to pursue the correction and resolution of only those specific errors andlor omissions detected and documented by Consultant and with a date of knowledge prior to expiration or termination of the primary SERVICES, whichever is applicable. Consultant shall also be entitled to COMPENSATION for COMPLETION SERVICES as defined in Section 2. 1.3 Termination. City may cancel this Agreement at any time and without cause upon thirty (30) days written notification to Consultant and shall include in such notice the reason for cancellation. Consultant may cancel this Agreement upon Consulting Services Agreement between November 1,2001 City of South San Francisco and MBIA MuniServices Company Page 1 of 15 thirty (30) days written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed up to and including the effective date of termination; however, in addition to the terms in subsection 2.7, City may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Contract or prepared by or for Consultant or the City in connection with this Agreement. 1.4 Extension. City may, in its sole and exclusive discretion, extend the end date of this agreement beyond that provided for in subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. 1.5 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 substantial, first- class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.6 Assi~nment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire, reassign such person or persons. 1.7 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Five Thousand Dollars ($5,000.00) per year, notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified herein shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consulting Services Agreement between November 1,200 1 City of South San Francisco and MBIA MuniServices Company Page 2 of 15 Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions andlor annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this agreement. 2.1 Invoices. Consultant shall submit invoices, on a quarterly basis 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: The beginning and ending dates of the billing period; The Consultant's signature. 2.2 Quarterly Payment. City shall make quarterly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the final invoice due pursuant to this Agreement within sixty (60) days after completion of the COMPLETION SERVICES and submittal to City of a final invoice, if all services required have been satisfactorily performed. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.4 Reimbursable Expenses. There are no reimbursable expenses with this agreement. Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.5 Payment of Taxes. Consultant is solely responsible for the payment of ALL taxes incurred under this Agreement. 2.6 Payment upon Termination. In the event that the City or Consultant terminates this Agreement for any reason other than a material breach, City shall compensate the Consultant for all outstanding costs incurred for work satisfactorily completed during the COMPLETION SERVICES for the three (3) years following the date of written notice of termination. Consulting Services Agreement between November 1,2001 City of South San Francisco and MBIA MuniServices Company Page 3 of 15 In the event that the City terminates this Agreement for Consultants material breach, City shall compensate the Consultant for all outstanding costs incurred for work satisfactorily completed up to and including the date of written notice of termination, Consultant will not commence COMPLETION SERVICES and will not be entitled to compensation otherwise earned as part of the COMPLETION SERVICES. Consultant shall maintain adequate documentation in order to verify costs incurred to that date. If Consultant fails to maintain proper documentation for costs and expenses incurred in performing the services authorized in this Agreement, Consultant shall not be entitled to payment or reimbursement for said costs. 2.7 Authorization to Perform Services. The Consultant is not authorized to perform any additional services whatsoever under the terms of this Agreement until an Amendment to this Agreement has been executed by the City Manager and Consultant. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. 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 Consulting Services Agreement between November 1,2001 City of South San Francisco and MBIA MuniServices Company Page 4 of 15 DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Risk Manager. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 1 ("any auto"). 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 an endorsement to the policy: Consulting Services Agreement between November 1,200 1 City of South San Francisco and MBIA MuniServices Company Page 5 of 15 a. City and its officers, employees, agents, and volunteers shall be covered as insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certifit:d mail, return receipt requested, has been given to the City. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: Consulting Services Agreement between November 1,2001 City of South San Francisco and MBIA MuniServices Company Page 6 of 15 a. The retroactive date of the policy must be shown and nnust be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance rnust be provided for at least five years after completion of the Agreement or the 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 Agreement or the work. The City shall h~ave the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Co~lsultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work uncler this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of Insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of Coverage. Certificates of Insurance that indicate the required coverage shall be submitted as Exhibit B and made part of this Agreement prior to execution of this Agreement. In no event shall the Consultant or its subcontractors, agents, employees or officers begin work under this Agreement unless said evidence of insurance coverage has been received and approved as to form by the Risk Manager. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. Consulting Services Agreement between Novembe:r 1,2001 City of South San Francisco and MBIA MuniServices Company Page 7 of 15 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disc:lose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of the Risk Manager, Consultant may increa,se such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Risk Manager 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 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: Obtain such insurance and deduct and retain the amount of the premiilms for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement andlor withhold any payment that becomes due to Consultant hereunder, until Co~lsultant demonstrates compliance with the requirements hereof. Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend, and hold harmless City and its officials, officers, employees, agents, and volunteers from and against any and all liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or darnage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, or by the quality or character of their work. Consulting Services Agreement between November 1,200 1 City of South San Francisco and MBIA MuniServices Company Page 8 of 15 5.1 The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agenits have contributed in no part to the injury, loss of life, damage to property, or violi~tion of law. It is understood that the duty of Consultant to indemnify and hold h;armless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability undier this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. 5.2 PERS Indemnity: In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City from payment for any employee andlor employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as from payment for any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an empb~yee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.5; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. 6.1.1 PERS Waiver: Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Consulting Services Agreement between November 1,200 1 City of South San Francisco and MBIA Muniservices Company Page 9 of 15 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any c,apacity whatsoever as an agent. Consultant shall have no authority, express or i:mplied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 govern in^ Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractoirs shall comply with all laws applicable to the performance of the work hereunder. 7.3 Affirmative Action in Employment. Consultant shall comply with any Affirmative Action Program and Equal Employment requirements of the City or, if funding for the services is provided by another government agency, the Affirmative Action and Equal Employment requirements of the agency. During the performance of this Agreement, Consultant agrees that neither the Consultant nor its subcontractors will discriminate against any employee or applicant for employment because of race, color, religion, gender, sexual orientation, handicap, age, or national origin. Consultant agrees to ensure that applicants for employment are employed, and that employees are treated during employment, without regard to their race, color, religion, handicap, gender., sexual orientation, age, or national origin. Consultant shall incorporate the Affirmative Action provisions of this Agreement in all sub-consultants for services covered by this Agreement. Upon request of City or other government agency providing funds for this Agreement, Consultant shall provide reports and/or docurr~ents to City or funding agency demonstrating compliance with the terms hereof. 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 City is bound by the terms of such fiscal assistance program. Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all li.censes, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. Consulting Services Agreement between November 1,2001 City of South San Francisco and MBIA MuniServices Company Page 10 of 15 Section 8. TERM, MODIFICATIONS. 8.1 Amendments. The parties may amend this Agreement only by a writing signed by the City Manager and Consultant. Assignment and subcontract in^. City and Consultant recognize and agree that this Agreement contemplates personal performailce by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal kncwledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Risk Manager. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Risk Manager and such approval shall not be unreasonably withheld. 8.3 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating Liability between City and Consultant shall survive the termination of this Agreement. 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 tlne City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and Consulting Services Agreement between City of South San Francisco and MBIA MuniServices Company November 1,200 1 Page 11 of 15 Section 10 10.1 disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant under this Agreement. Inspection and Audit of Records. Any records or documents that Sectioi~ 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. MISCELLANEOUS PROVISIONS. Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of San Mateo. Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. Successors and Assigns. The provisions of this Agreement shall inurt: to the benefit of and shall apply to and bind the successors and assigns of the parties. Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. Conflicts of Interests. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of Consulting Services Agreement between City of South San Francisco and MBIA MuniServices Company November 1,200 1 Page 12 of 15 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 8 1000 et seq. 10.6.1 Government Code 81090 Disclosure: Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee or official of the City; or, if it was an employee, agent, appointee or official of the City in the previous twelve months, 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., that the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses and Consultant will be required to reimburse the City for any sums paid to the Consultant. consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code 5 1090 and, if applicable, will be disqualified from holding public office in the State of California. Consultant 1nilZs 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 Jirn Steele ("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: dei\ Akman, Corporak buns\ MBIA MuniServices Company 34 33 W-Shau venue fiesno u+ 9371 1 Any written notice to City shall be sent to: City of South San Francisco, City Clerk 400 Grand Avenue, City Hall South San Francisco, CA 94083 Consulting Services Agreement between November 1,2001 City of South San Francisco and MBIA MuniServices Company Page 13 of 15 10.11 Professional Seal. Where applicable in the determination of the Risk Manager, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stampedlsealed and signed by the licensed professional responsible for the reportldesign preparation. The stamplseal shall be in a block entitled "Seal and Signature of Registered Professional with reportldesign responsibility," as in the following example. Seal and Signature of Registered Professional with reportldesign responsibility. 10.12. Integration. This Agreement, including exhibits attached hereto and incorporated herein, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OFSOUTH SAN FRANCISCO /7 Michael A. Wils n, Cit Manager ?.I Y Attest: CONSULTANT CONSULTANT Marc Herman, Chief Operating Officser 912 Sylvia Payne, City dlerk Approved as to Form: / Consulting Services Agreement between City of South San Francisco and MBIA MuniServices Company November 1,2001 Page 14 of 15 EXHIBIT A SCOPE OF SERVICES SALES TAX ANALYSIS REPORTING SERVICES (STARS-CA) Objectives and Methods: In conjunction with the Sales and Use Tax audit service, MMC (MBIA MuniServices Conipany) will provide a summary that features a general analysis regarding statewide trends that ma,y affect the City's sales tax plus a specific analysis of the City's sales tax composition, changes and performance. Color charts are included in each report to graphically illustrate the data1 and analysis presented in the Summary. Each MMC STARS Digest includes confidential and non- confidential versions of the Quarterly Management Summary. The MMC STARS Digest also includes specialized reports that provide comprehensive ar~alysis of the City's sales tax economic base and performance for the latest complete quarter and benchmark year. Timing & Reports: As part of this service, MMC will: Provide the City with quarterly updated STARS Digests. Update quarterly the City's sales tax registration and allocation data from the State Board of Equalization (SBE) that resides in MMC's proprietary STARS Query System on IBM compatible PCs with Microsoft Access export capacity. Train authorized City staff in the use of the STARS (Sales Tax Analysis and Reporting Service) Query System and a user manual furnished by MMC. Provide corollary consulting services including revenue forecasting, staff audit training, and legal/legislative analysis on issues pertinent to City general fund revenues. Consulting Services Agreement between Novembe:r 1,2001 City of South San Francisco and MBIA MuniServices Company Page 15of15 EXHIBIT B INSURANCE CERTIFICATES Please see attached. Consulting Services Agreement between November 1,2001 City of South San Francisco and MBIA MuniServices Company 4 Stamford Pldzd 107 Elm Streer Stdmford. CT 06902 Mun lServlces Cmpany Monlcd Keller CCPR rkec ST . 3rd Floor elphld. PA 19106 iRTIFICATE MAY Ci ty of ,South San Francisco Attn: Jim Steele Director of Finance HEREIN. BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO 138LIGATION OR P.0 Box 711 LIABILITY OF AN\, KIN0 UPON THE INSURER AFFOROINO COVERAl3E. ITS AGENTS San Franclsco. LA 94083 OR REPRESENTATIVES. f* lo DAYS FOR NON-PAYMENT) ZP:60 20, ZT d3S S0d ZZ0 Pmn Aon Rlak Servlcas, Inc. of Colorado <HPTlFIC4TIIB 1- ALIAYInm b?lNK)mTmt OmYm 4100 Gast Miaaihaippi Avonuo CONPUS NO RI~LUPONTHPCWTIPICATE WDER THlll mnRCATB SuiLelSoo 1 DOX9 NM AMEm PXTONDORALTm THE ODVERAOPAPWRDEDBY Tm Denvet GO 80246 USA' lMmLD HBIA Municipal Investor6 ServLoecP Corporation 113 King Stroot honk NY 10106 USA Vi llanr Ins Co tEzJ====l - --- I N~T~ ANY RM-M. -6 ~-!~'ION OF ANY CO~CTOR UIXER ~~CWNT UmHRmPBCT TO WHIQI ~LI CXRTlPEATE I B L. DWS-POUCY LIUn tL. B1IMIB-M BMPLOYIl 1 0- 702a4659 2/13/0i 2/15/04 ~tt~ora 6 "LLrmicnm Investaunt Mvi@ore Prof Ll8bll brvP~& DBSCUCMNO?O~~NPILOCAWU~XCURION8 MOW N -MmZCUL M6VI-S Financial 1neri.tution Bond: Limit S50,000,000 Aggregate [Pollay W81844504). MAY !lECIm bR MAY P~RTAIN, ZXS )N6WbWXAPFORDEDBYWPm -1EiEDHQtgM IS SJBlWX TO ALL THE lEW8, tW:UJSION8 AND C I~ULDUIYWM~WSD~~B~~I~~ ~s~~)~~nwolsm~ax~lwmn MTB ~P.ML ISPUMQ COMPANY WILL WD8AWPTD WL CLtv of Lauth Ban Franclaco )O MYS wwnm ~0nt8 ID MI CPIISIPIC*~ ~~UDB~NAMBD m 7w~ LOPI. Attn: Jim Gtrele, Dlrector of Finanoe BUIQAUJWm M20SlULLlMPDlONO~MEI01 LUBlUrY P.O. Box 711 OD A)OY WB mm WE C~MPAHY, m mprrs an aaawwhnvar Ban franolsoo CA 94083 US& I~VI~K)P~BD rmnusmAnw ,C+4L- thr(ulcrte NO 870001713182 Holder IdcatWer : umrnows OPSUCHPU~~I. CAI*GICLUUUlY AVIV ONLV- .A~ Urrm rnWLTYLI( MAEC mobmu Ma Exam LWlLllT I I 1 ma LT~ AOOPB- ms OWNM MAY ~OUCYNCT- Ah'Y Am ALL OWNOD AWOS I ICHSDULBDIUllOB - HIND AUlOS I NCMomcsr,*vraB I - pm QAMS. MCY urmmnm ~UVE~UILIWCZDBY muff -m mo~mu~mcc ~~~LI(ALuAuLw UYim EACH PlIIBDAMMMMVmM MaD8X)iA.labPm-l PWKWAl. AAIIV blMY OsWOML AaRmAre ~-CDLQrOrAOQ am IHILILIMT (P mar) BODILY WNPY (Pm wmd BOUW INNRY (hr*rlLd) RCPlltTY DAMMI (rrcarb* - carocollWL OPNMW LlABILRY -CI)PI~II~~~~CZ]OCCVR I. a!N'L ~~Ta LIW muss rsr Jm1Cv :; 0 LOC rurohon~ur ~~luarn Amendment No. 7 to Consulting Services Agreement This Amendment is dated May 25, 2016, and is between MuniServices, LLC, a Delaware Limited Liability Company with an office at 7625 N. Palm Avenue, Suite 108, Fresno, CA 93711 (“MuniServices”), and the City of South San Francisco, California (“City”) located at 400 Grand Avenue, San Francisco, CA 94083. RECITALS • On or about November 1, 2001, City and MuniServices entered into a Consulting Services Agreement (“Agreement”) to provide for Sales and Use Tax Audit Services (SUTA) and Sales Tax Analysis reporting Services (STARS). • On or about November 3, 2005, the parties extended the term of the Agreement to November 1, 2006. • On or about August 24, 2006, the parties extended the term of the Agreement to November 1, 2007. • The parties have been performing and operating since November 1, 2007 to the present under the same terms and conditions of the November 1, 2001 Agreement. • On or about November 19, 2010 the parties extended the term of the Agreement to December 31, 2011. • On or about December 14, 2011 the parties extended the term of the Agreement to December 31, 2012. • On or about January 2, 2013 the parties extended the term of the Agreement to December 31, 2013. • On or about March 26, 2014, the parties extend the term of the Agreement to June 30, 2015 and added a scope of work and compensation for the Business Cooperation Program/Sales and Use Tax Revenue Recovery. • On or about January 13, 2016 the City Council of the City of South San Francisco entered a Resolution authorizing MuniServices access to transaction and use taxes imposed pursuant to tax ballot Measure W. • The parties now desire to extend the term of the Agreement for an additional two-year period and authorize access to Measure W sales or transactions and use tax records. The parties now therefore amend the Consulting Services Agreement as follows: 1. Delete Section 1.1 of the Consulting Services Agreement and replace with the following: 1.1 Term of Services: Consultant shall complete the services it has agreed to perform under this Agreement by June 30, 2017. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement prior to the date referenced above. 2. Add to Exhibit A Scope of Services. City desires for MuniServices to examine confidential sales and transactions and use tax records of the State Board of Equalization pertaining to sales and transactions and use taxes collected by the Board as they related to Measure W effective on 04/01/2016. 3. Other terms. All other terms and conditions of the Agreement remained unchanged. The parties are signing this Amendment on the date stated in the introductory clause. MuniServices, LLC City of South San Francisco By: __________________________ By: ________________________ Doug Jensen Name: ______________________ SVP Client Services Title: _______________________ Approved as to form Dated: _________________________ By: ____________________________ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:16-572,Version:1 Resolution approving an amendment to the Consulting Services Agreement with MuniServices,LLC to extend the term of the Agreement to June 30, 2017. WHEREAS,the City of South San Francisco entered into a Consulting Services Agreement with MuniServices in November 2001 to provide Sales and Use Tax Audit Services and Sales Tax Analysis reporting Services; and WHEREAS,the City and MuniServices have extended the term of the Agreement several times since inception, most recently in 2014, which extended the term to June 30, 2015; and WHEREAS, the contract needs to be extended; and WHEREAS,on January 13,2016,the City Council authorized MuniServices to access data records related to Measure W,the half-cent transactions and use tax approved by South San Francisco voters in November 2015; and WHEREAS,the State Board of Equalization requires a current agreement between the City and MuniServices to provide access to Measure W tax revenue data records to MuniServices; and WHEREAS,staff will continue its due diligence efforts in ensuring the City receives high quality services at a competitive rate by issuing a Request for Proposals in 2017 to open this service to the market for competitive bidding. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the Consulting Services Agreement with MuniServices, LLC is hereby amended to extend the term of the Agreement to June 30, 2017. BE IT FURTHER RESOLVED by the City Council that the City Manager is authorized to execute the amendment to the Consulting Services Agreement with MuniServices, LLC to extend the term of the Agreement and to take any other action consistent with the intent of this resolution. ***** City of South San Francisco Printed on 9/22/2016Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:16-550,Version:1 Report recommending City Council to adopt a resolution approving a Purchase Agreement with Dell Inc.for storage area networks,servers and virtualization software for the Police Department and City side network for Fiscal Year 2016-2017 in an amount not to exceed $294,288 and authorizing the City Manager to execute the agreement.(Tony Barrera, IT Manager) RECOMMENDATION It is recommended City Council adopt a resolution approving a Purchase Agreement with Dell Inc.,for a storage area network,new servers and virtualization software for the Police Department and City side network for Fiscal Year 2016-2017 in an amount not to exceed $294,288 and authorizing the City Manager to execute the agreement. BACKGROUND/DISCUSSION The City network is logically separated from the Police Department per Department of Justice requirements. Both environments have their own servers and network storage devices.The City network has two storage area network (SAN)devices used for disk storage,located in different City buildings and configured to replicate as part of the City’s disaster recovery plan.Both SAN’s have been in service for over six years and have reached 90%of disk capacity.Additionally,three servers in the virtual environment have reached their end of life and are not under warranty. The Police Department server infrastructure provides database applications,file and print services,and 911 dispatch applications for the City and neighboring agencies.The server equipment needs to be replaced as they are over six years old and reliability is compromised.This project was approved by City Council in April 2016 as part of the mid-year budget adjustment. Section 4.04.040 of the South San Francisco Municipal Code (SSFMC)authorizes the City to take advantage of valid contract terms that have been negotiated by another governmental agency,where that agency has used a quote or bid process substantially conforming with SSFMC Chapter 4.04 and state law.The City uses Dell products for desktops,laptops and servers throughout the City,and Dell has provided a quote based on the California National Association of State Procurement Officials (NASPO)Valuepoint formerly known as Western States Contracting Alliance (WSCA).NASPO Valuepoint has a 2015-2020 California master price agreement,CONTRACT NUMBER WN03AGW,for all computer equipment,peripherals and related services. Staff has confirmed that the quote process in this instance substantially conformed with the City’s requirements and state law. After researching SAN and server replacements staff decided on a new technology called hyper-convergence infrastructure,which allows multiple servers to be managed from a single interface,minimizing compatibility issues and simplifying system management tasks. The new system will occupy less space and be more reliable. City of South San Francisco Printed on 7/21/2016Page 1 of 2 powered by Legistar™ File #:16-550,Version:1 Dell provided quotes based on this new technology.The quote for the Police Department is all-inclusive, containing 3 servers,virtualization software which provides redundancy and scalability,a highly redundant storage area network (SAN),10 Gigabit switches for high speed backend data transfers,three-year 24/7 support with a four-hour response time,and installation of and training on the product.For the City environment Dell provided two quotes,one to replace the production SAN and servers and the other to replace the disaster recovery SAN. Both quotes are also all-inclusive with similar configurations and services. The new server infrastructure equipment,for both the City and Police Department,will have a useful lifespan of 6 years. FUNDING The purchase of the Police Department equipment was approved at the 2015-2016 mid-year budget meeting, while the City equipment is part of the 2016-2017 Information Technology budget. CONCLUSION It is recommended City Council adopt a resolution approving a Purchase Agreement with Dell Inc.,for a storage area networks,servers and virtualization software for the Police Department and City side networks for Fiscal Year 2016-2017 in an amount not to exceed $294,288 action and authorizing the City Manager to execute the agreement. City of South San Francisco Printed on 7/21/2016Page 2 of 2 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:16-551,Version:1 Resolution approving a Purchase Agreement with Dell,Inc.for storage area networks,servers and virtualization software for the Police Department and City network for FY2016-2017,in an amount not to exceed $294,288 and authorizing the City Manager to execute the agreement. WHEREAS,both the City network and the Police Department have their own servers and network storage devices per Department of Justice requirements,have been in service for over six years,are at 90 percent of disc capacity and have reached their end of life; and WHEREAS,a new server infrastructure equipment,for both the City network and Police Department,is needed; and WHERAS, the new equipment will have a useful lifespan of six years; and WHEREAS,Section 4.04.040 of the South San Francisco Municipal Code (SSFMC)authorizes the City to take advantage of valid contract terms that have been negotiated by another governmental agency,where that agency had used a quote or bid process substantially conforming with SSFMC Chapter 4.04 and state law; and WHEREAS,the City uses Dell products for desktops,laptops and servers throughout the City,and Dell has provided a quote based on the California National Association of State Procurement Officials (NASPO) Valuepoint and staff has confirmed that this quote process substantially conformed to the City’s requirements and state law; and WHEREAS,the purchase of the Police Department equipment was approved at the FY2015-2016 mid- year budget meeting,and the City equipment was approved as part of the FY2016-2017 Information Technology budget. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco hereby: 1.Adopt a resolution approving a Purchase Agreement with Dell Inc.,for a storage area network,servers and virtualization software for the Police Department and City network for an amount not to exceed $294,288, in substantially the same form as attached hereto; and 2.Authorize the City Manager to execute said agreement,to make any revisions,amendments,or modifications,subject to review and approval of City Attorney,deemed necessary to carry out the intent of this Resolution and which do not materially alter or increase the City’s obligations thereunder. ***** City of South San Francisco Printed on 9/22/2016Page 1 of 2 powered by Legistar™ File #:16-551,Version:1 City of South San Francisco Printed on 9/22/2016Page 2 of 2 powered by Legistar™ Purchase Agreement 7/19/2016 Between Dell and City of South San Francisco Page 1 of 4 PURCHASE AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND DELL These terms and conditions of the State of California NASPO/WSCA Participating Addendum (Dell contract code WN03AGW) governthe purchase ofmaterials, supplies,and/or equipment, including any related installation, training, and/orminor services and repairs described in this Purchase Agreement(“Purchase Agreement”) by Dell (“Vendor”) for the City of South San Francisco (“City”). Vendor and City are collectively referred to in this Purchase Agreementas “the Parties.” If the Vendor selects subcontractors to execute a portion the terms of this Purchase Agreement, that subcontractor is an agent of the Vendor, and is hereby included by reference as “the Vendor.” 1.Time of Performance. This Purchase Agreementshall commence effective August 1, 2016, and shall end when Vendor has provided to the City the Products and Services described in this Purchase Agreement, and in Exhibit A(“Products” and/or “Services”). In the event that any of the terms ofExhibit Aconflict with this Purchase Agreement, the terms of the Purchase Agreement shall prevail. 2.Description of Goods. Vendor shall perform everything required tobe performed and shall provide and furnish to City with products described in Exhibit A and shall complete delivery F.O.B. to the City of South San Francisco on or before thirty (30)days from the date of this Purchase Agreementin strict accordance with the specifications as established by this Purchase Agreementand Exhibit(s), which specifications are incorporated herein and made part of this Purchase Agreement. 3.Description of Purchase. The City hereby agrees to pay Vendor for the Products and/or Services with a not to exceed amount. The total compensation for Products and/or Services performed under this Purchase Agreementis not to exceedTwo Hundred Ninety Four Thousand Two Hundred Eighty SevenDollars and Sixty SevenCents ($294,287.67). The City shall pay Vendor invoices for Products and/or Services actually delivered in accordance with this Purchase Agreement. To be eligible for payment, Vendor invoices must itemize the Products and/or Services delivered and the corresponding prices in accordance with this Purchase Agreement. Payment of Vendor invoicesdoes not constitute acceptance of Products and/or Services delivered. Prices of Products and/or Services delivered that are not in accordance with this Purchase Agreementare subject to adjustment. In no event will the prices of Products and/or Servicesdelivered exceed that specified on this Purchase Agreement. Payments shall be subject to adjustment for defects in quality or failure of Vendor to meet terms and conditions herein and in Exhibit A. Such adjustments shall be equal to one hundred percent (100%)of City’s costs to correct such defects or Vendor’s failure to meet Purchase Agreementrequirements. 4.Taxes.Vendor shall pay all applicable federal, state and local taxes, which may be chargeable against the delivery of the Products and/or Services listed herein. 5.General Warranties and Product Compliance. Limited Warranty. Vendorwarrants that the Vendor-branded hardware Products will conform to the Vendor specifications current when the Product is shipped and will be free from material defects in materials and workmanship during the applicable warranty period (“Limited Warranty”). The Limited Warranty period for Product begins on the Product ship date. Vendorwarrants that the Services will be provided in a good and workmanlike manner. Vendorhas the right to grant the licenses to the Software licensed under this Agreement, and such Software will substantially conform to the functional specifications and current documentation provided by Vendor. Disclaimers. EXCEPT AS EXPRESSLY STATED IN THE PRECEDING PARAGRAPH, VENDOR, (INCLUDING ITS AFFILIATES, CONTRACTORS, AND AGENTS, AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AND OFFICERS), ON BEHALF OF ITSELF AND ITS SUPPLIERS (COLLECTIVELY, THE “DELL PARTIES”) DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE PRODUCTS, SOFTWARE, OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY (1) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, SUITABILITY, OR NON-INFRINGEMENT; (2) RELATING TO THIRD-PARTY PRODUCTS, SOFTWARE, OR SERVICES; (3) RELATING TO THE PERFORMANCE OF ANY HARDWARE OR SOFTWARE, OR VENDOR’S PERFORMANCE OF THE SERVICES; OR (4) REGARDING THE RESULTS TO BE Purchase Agreement 7/19/2016 Between Dell and City of South San Francisco Page 2 of 4 OBTAINED FROM THE PRODUCTS, SOFTWARE, SERVICES, OR THE RESULTS OF ANY RECOMMENDATION BY VENDOR. High-Risk Activities. The Products, Software, and Services are not fault-tolerant and are not designed or intended for use in hazardous environments requiring fail-safe performance, suchas in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, life-support machines, or any other application in which the failure of the Products, Software, or Services could lead directly to death, personal injury, or severe physical or property damage (collectively, “High-Risk Activities”). Vendorexpressly disclaims any express or implied warranty of fitness for High-Risk Activities. Warranty Exclusions. Warranties do not cover damage due to external causes, such as accident, abuse, misuse, problems with electrical power, service not performed or authorized by Vendor(including installation or de- installation), usage not in accordance with product or software instructions, normal wear and tear, or use of parts and components not supplied or intended for use with the products, software, or services. These warranties do not apply to Third-Party Products. Any warranty on a Third-Party Product is provided by the publisher, provider, or original manufacturer. All Third-Party Products are provided by Vendor“as is.” With respect to Customer’s use of the Software (1) neither Vendornor any of the VendorParties makes any express or implied warranty that Software provided to Customer in connection with this Agreement is or will be secure, accurate, complete, uninterrupted, without error, or free of viruses, worms, other harmful components, or other program limitations; or that any errors in the Software will be corrected; (2) Customer assumesthe entire cost of all necessary servicing, repair, or correction of problems caused by viruses or other harmful components, unless such errors or viruses are the direct result of Vendor's gross negligence or willful misconduct; (3) Vendorand the VendorParties, jointly and severally, disclaim and make no warranties or representations as to the accuracy, quality, reliability, suitability, completeness, truthfulness, usefulness, or effectiveness of any reports, data, results, or other information obtainedor generated by Customer related to Customer’s use of the Software; and (4) use of the Software is entirely at Customer’s own risk and neither Vendornor the VendorParties shall have any liability relating to such use. 6.Damage to City Facilities. Damage to City or public facilities or private property caused by the Vendor or by its subcontractors during delivery or installation shall be repaired and/or replaced in kind at no cost to the City. 7.Site Safety and Cleanup. The delivery and installationsite shall be kept clean and free of hazardsat all times during installation. After installation iscompleted at the site, Vendor shall clean the surrounding area to the condition prior to installation. 8.Final Inspection and Work Acceptance. Finished installation workand/or equipmentshall be subject to final inspection and acceptance or rejection by the City. 9.Indemnity. Vendor shall defend and indemnify you against any third-party claim or action that Products, Software, Services or Deliverables (excluding Third-Party Products and open source software) prepared or produced by Vendor and delivered pursuant to this Agreement infringe or misappropriate that third party's U.S. patent, copyright, trade secret, or other intellectual property rights ("Indemnified Claims"). In addition, if Vendor receives prompt notice of an Indemnified Claim that, in Vendor's reasonable opinion, is likely to result in an adverse ruling, then Vendor shall at its option, (1) obtain a right for you to continue using such Products, Deliverables or Software or allow Vendor to continue performing the Services; (2) modify such Products, Software, Services or Deliverables to make them non-infringing; (3) replace such Products, Software, Services or Deliverables with a non-infringing equivalent; or (4) refund any pre- paid fees for the allegedly infringing Services that have not been performed or provide a reasonable depreciated or pro rata refund for the allegedly infringing Product, Deliverables or Software. Notwithstanding the foregoing, Vendorshall have no obligation under this Section for any claim resulting or arising from (1) modifications of the Products, Software, Services Deliverables that were not performed by or on behalf of Dell; (2) the combination, operation, or use of the Products, Software, Services or Deliverables in connection with a third-party product, software or service (the combination of which causes the claimed infringement); or (3) Vendor's compliance with your written specifications or directions, including the incorporation of any software or other materials or processes provided by or requested by you. Vendor's duty to indemnify and defend under this Section 12.d. is contingent upon: (x) Vendorreceiving prompt written notice of the third-party claim or action for which Vendormust indemnify Customer, (y) Vendorhaving the right to solely control the defense and resolution of such claim or action, and (z) your cooperation with Vendorin Purchase Agreement 7/19/2016 Between Dell and City of South San Francisco Page 3 of 4 defending and resolving such claim or action. This Section 12.d. states Customer's exclusive remedies for any third- party intellectual property claim or action, and nothing in this Agreement or elsewhere will obligate Vendorto provide any greater indemnity to Customer. You shall defend and indemnify Vendoragainst any third-party claim or action arising out of (1) your failure to obtain any appropriate license, intellectual property rights, or other permissions, regulatory certifications, or approvals associated with technology or data provided by you, or associatedwith software or other components directed or requested by you to be installed or integrated as part of the Products, Software Services or Deliverables; (2) your breach of Vendor's proprietary rights as stated in this Agreement; (3) any inaccurate representation regarding the existence of an export license or any allegation made against Vendordue to your violation or alleged violation of applicable export laws, regulations or orders; or (4) your providing of (or providing access to) Excluded Data to Vendor. Each party shall defend and indemnify the other party against any third-party claim or action for personal bodily injury, including death, to the extent directly caused by the indemnifying party's gross negligence or willful misconduct in the course ofperforming its obligations under this Agreement. 10.Insurance. Before beginning any installation work and continuing throughout the term of thisPurchase Agreement, Vendor, at its sole cost and expense, furnish the City with certificates of insurance evidencing that Contractor has obtained and maintains insurance in the following amounts: A. Workers’ Compensation that satisfies the minimum statutory limits. B. Commercial General Liability and Property Damage Insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) combined single limit per occurrence, TWO MILLION DOLLARS ($2,000,000) annual aggregate, for bodily injury, property damage, products, completed operations and contractual liability coverage. The policy shall also includecoverage for liability arising out of the use and operation of any City-owned or City-furnished equipment used or operated by the Vendor, its personnel, agents or subcontractors. C. Comprehensive automobile insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) per occurrence for bodily injury and property damage including coverage for owned and non-owned vehicles. All insurance policies shall be written on an occurrence basis and shall name the City Indemnitees as additional insureds with any City insurance shall be secondary and in excess to Vendor’s insurance. If the Vendor’s insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self-insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self-insured retention required to be paid as a precondition to the insurer’s liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self- insured retention and also must disclose the deductible. The City Risk Manager, in writing,may approve a variation in the foregoing insurance requirements.A valid and executed approval by Risk Manager must accompany this Purchase Agreementfor a variation to be binding. 11.Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes of laborers, workmen, or mechanics on the work contemplated by this Purchase Agreement, shall be not less than the prevailing rate for a day’s work in the same trade or occupation in the locality within the state where the work hereby contemplates to be performed as determined by the Director of Industrial Relations pursuantto the Director’s authority under Labor Code Section 1770, et seq. Each laborer, worker or mechanic employed by Contractor or by any subcontractor shall receive the wages herein provided for. The Contractor shall pay two hundred dollars ($200), or whatever amount may be set by Labor Code Section 1775, as may be amended, 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. An error 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 1770-1775. The City willnot Purchase Agreement 7/19/2016 Between Dell and City of South San Francisco Page 4 of 4 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. The possibility of wage increases is one of the elements to be considered by the Contractor. A. Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing wage rates is not attached hereto pursuant 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 accurate 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 certified and submitted weekly as required by Labor Code Section 1776. 12.Tax Withholding. Contractor represents and warrants that Contractor is a resident of the State of California in accordance with California Revenue & Taxation Code Section 18662, as may be amended, and is exempt from withholding. Contractor accepts sole responsible for verifying the residency status of any subcontractors and withholdingtaxes from non-California subcontractors as required by law. 13.Termination. In addition to all other legal and equitable rights of the City, the City may terminate this Purchase Agreementupon notice to the Vendor. If the City terminates this Purchase Agreement, the City will pay the Vendor for Products and/or Services accepted in accordance with this Purchase Agreementprior to the date of termination. 14.Prevailing Party. In the event that either party to this Purchase Agreementcommences any legal action or proceeding (including but not limited to arbitration) to interpret the terms of this Purchase Agreement, the prevailing party in such a proceeding shall be entitled to recover its reasonable attorney’s fees associated with that legal action or proceeding. 15.Assignment, Governing Law. The Vendor may not assign any of Vendor's obligations under this Purchase Agreement without the City’s prior written approval. This Purchase Agreementis governed by California law. The jurisdiction for any litigation arising from this Purchase Agreementshall be in the state of California, and shall be venued in the County of San Mateo. 16.Severability. If any portion of this Purchase Agreementis held invalid, the Parties agree that such invalidity shall not affect the validity of theremaining portions of this Purchase Agreement. 17.Entire Agreement. This Agreement represents the entire and integrated agreement between the Parties. This Purchase Agreement may be modified or amended only by a subsequent written agreement signed by both Parties. CITY OF SOUTH SAN FRANCISCO DELL A Municipal Corporation By:___________________________ By:___________________________ Mike Futrell, City Manager Name: Approved as to Form:ATTEST: ______________________________________________________ City Attorney City Clerk Purchase Agreement Page 1of 1 7/19/2016 Between Dell and City of South San Francisco EXHIBIT A Services & Products Co m p a n y Qu o t e 7/ 1 / 1 6 Cu s t o m e r # Qu o t e # P r o d u c t D e s c r i p t i o n Q T Y S u b t o t a l T a x S h i p p i n g E x t e n d e d 73 0 9 4 9 1 7 7 De l l N e t w o r k i n g X 4 0 1 2 S m a r t W e b M a n a g e d S w i t c h , 1 2 x 1 0 G b E S F P + p o r t s 2 $ 2 , 2 7 1 . 6 2 $ 1 3 5 . 8 3 $ 0 . 0 0 $ 2 , 4 0 7 . 4 5 73 0 9 4 9 1 7 4 De l l N e t w o r k i n g N 4 0 3 2 F , 2 4 x 1 0 G b E S F P + P o r t s , 1 x M o d u l a r b a y , 2 x A C P S U , I O t o P S U A i r f l o w 2 $ 8 , 7 6 0 . 8 0 $ 8 2 7 . 3 6 $ 0 . 0 0 $ 9 , 5 8 8 . 1 6 73 0 2 6 8 6 8 3 De l l X C 4 3 0 f o r E S X i 3 $ 4 6 , 0 5 1 . 2 0 $ 2 , 2 8 8 . 3 4 $ 0 . 0 0 $ 4 8 , 3 3 9 . 5 4 73 0 2 6 8 6 8 0 De l l X C 7 3 0 x d f o r E S X i 4 $ 1 2 1 , 2 9 4 . 1 6 $ 7 , 5 5 7 . 4 3 $ 0 . 0 0 $ 1 2 8 , 8 5 1 . 5 9 No n t i e d S o f t w a r e a n d P e r i p h e r a l s Soluti on Con s u lt an t $17 8 , 3 7 7 . 7 8 Be n H a n e s $0 . 0 0 be n _ h a n e s @ d e l l . c o m $0 . 0 0 51 0 - 2 2 0 - 1 2 5 4 $1 0 , 8 0 8 . 9 6 $1 8 9 , 1 8 6 . 7 4 Ap p l i c a t i o n D e s c r i p t i o n Gr a n d T o t a l Ha r d w a r e Sh i p p i n g Sa l e s T a x Pr o j e c t T o t a l s So f t w a r e a n d P e r i p h e r a l s CI T Y O F S O U T H S A N F R A N C I S C O 5513107 Co m p a n y Qu o t e 7/ 1 / 1 6 Cu s t o m e r # Qu o t e # P r o d u c t D e s c r i p t i o n Q T Y S u b t o t a l T a x S h i p p i n g E x t e n d e d 73 0 9 4 9 1 7 4 De l l N e t w o r k i n g N 4 0 3 2 F , 2 4 x 1 0 G b E S F P + P o r t s , 1 x M o d u l a r b a y , 2 x A C P S U , I O t o P S U A i r f l o w 2 $ 8 , 7 6 0 . 8 0 $ 8 2 7 . 3 6 $ 0 . 0 0 $ 9 , 5 8 8 . 1 6 73 0 1 3 8 3 4 6 De l l X C 7 3 0 x d f o r E S X i 3 $ 7 3 , 4 8 5 . 0 0 $ 4 , 3 2 1 . 7 2 $ 0 . 0 0 $ 7 7 , 8 0 6 . 7 2 No n t i e d S o f t w a r e a n d P e r i p h e r a l s 73 0 2 2 0 5 3 3 VL A V M W A R E V S P H 6 S T A N D A R D A C C E L E R A T I O N K I T F O R 6 P R O C E S S O R S 1 $ 1 7 , 7 0 6 . 0 5 $ 0 . 0 0 $ 0 . 0 0 $ 1 7 , 7 0 6 . 0 5 Soluti on Con s u lt an t $82 , 2 4 5 . 8 0 Be n H a n e s $1 7 , 7 0 6 . 0 5 be n _ h a n e s @ d e l l . c o m $0 . 0 0 51 0 - 2 2 0 - 1 2 5 4 $5 , 1 4 9 . 0 8 $1 0 5 , 1 0 0 . 9 3 CI T Y O F S O U T H S A N F R A N C I S C O 5513107 Gr a n d T o t a l Ha r d w a r e Sh i p p i n g Sa l e s T a x Pr o j e c t T o t a l s So f t w a r e a n d P e r i p h e r a l s Ap p l i c a t i o n D e s c r i p t i o n QUOTATION Quote #:730949177 Customer #: 5513107 Contract #: WN03AGW CustomerAgreement #: 7-15-70-34-003 Quote Date: 07/01/2016 Date: 7/1/2016Customer Name:CITY OF SOUTH SAN FRANCISCO Thanks for choosing Dell! Your quote is detailed below; please review the quote for product and informational accuracy. If you find errors or desire certain changes please contact your sales professional as soon as possible. Sales Professional Information SALES REP:MARCUS FIELDS PHONE:1800 - 4563355 Email Address:M_Fields@Dell.com Phone Ext:513-9044 GROUP: 1QUANTITY: 2SYSTEM PRICE: $1,135.81GROUP TOTAL: $2,271.62 DescriptionQuantity Dell Networking X4012 Smart Web Managed Switch, 12x 10GbE SFP+ ports (210-ADPE) 2 Dell Hardware Limited Warranty Initial Year (802-0824) 2 Dell Hardware Limited Warranty Extended Year(s) (802-0825) 2 Lifetime Limited Hardware Warranty with Basic Hardware Service Next Business Day Parts Only on Your Network Switch (802-0833) 2 ProSupport: Next Business Day Onsite Service After Problem Diagnosis, Initial Year (802- 0836) 2 ProSupport: Next Business Day Onsite Service After Problem Diagnosis, 2 Year Extended (802-0838) 2 ProSupport: 7x24 Hardware/Software Technical Support and Assistance, 3 Year (802-0853) 2 Thank you choosing Dell ProSupport. For tech support, visit http://www.dell.com/support or call 1-800- 945-3355 (989-3439) 2 US Order (332-1286) 2 Basic Deployment Dell Networking X Series Switch (804-8920) 2 Dell Networking Tandem Switch Tray, holds 2x of X1018, X1026, X1026P, X4012 in one Rack U, 4-post rack only (770-BBNP) 2 Dell Networking, Cable, SFP+ to SFP+, 10GbE, Copper Twinax Direct Attach Cable, 3 Meter (470-AAGP) 2 *Total Purchase Price: $2,407.45 Product Subtotal: $2,271.62 Tax: $135.83 Shipping & Handling: $0.00 State Environmental Fee: $0.00 Shipping Method: LTL 5 DAY OR LESS (* Amount denoted in $) Page 1of 3Quote Summary_730949177 7/6/2016file:///C:/Users/Ben_Hanes/Documents/Projects/South%20SF/Final%20Submitted/Central%... Order this quote easily online through your Premier page, or if you do not have Premier, using Quote to Order Statement of Conditions The information in this document is believed to be accurate. However, Dell assumes no responsibility for inaccuracies, errors, or omissions, and shall not be liable for direct, indirect, special, incidental, or consequential damages resulting from any such error or omission. Dell is not responsible for pricing or other errors, and reserves the right to cancel orders arising from such errors. Dell may make changes to this proposal including changes or updates to the products and services described, including pricing, without notice or obligation. Terms of Sale This quote is valid for 30 days unless otherwise stated. Unless you have a separate written agreement that specifically applies to this order, your order will be subject to and governed by the following agreements, each of which are incorporated herein by reference and available in hardcopy from Dell at your request: If this purchase is for your internal use only: Dell's Commercial Terms of Sale (www.dell.com/CTS), which incorporate Dell's U.S. Return Policy (www.dell.com/returnpolicy) and Warranty (www.dell.com/warrantyterms). If this purchase is intended for resale: Dell's Reseller Terms of Sale (www.dell.com/resellerterms). If this purchase includes services: in addition to the foregoing applicable terms, Dell's Service Terms (www.dell.com/servicecontracts/global). If this purchase includes software: in addition to the foregoing applicable terms, your use of the software is subject to the license terms accompanying the software, and in the absence of such terms, then use of the Dell-branded application software is subject to the Dell End User License Agreement - Type A (www.dell.com/AEULA) and use of the Dell-branded system software is subject to the Dell End User License Agreement - Type S (www.dell.com/SEULA). You acknowledge having read and agree to be bound by the foregoing applicable terms in their entirety. Any terms and conditions set forth in your purchase order or any other correspondence that are in addition to, inconsistent or in conflict with, the foregoing applicable online terms will be of no force or effect unless specifically agreed to in a writing signed by Dell that expressly references such terms. Additional Terms for Public Customers If you are a department, agency, division, or office of any district, state, county or municipal government within the United States ("Public Customer"), the following terms ("Public Customer Terms") apply in addition to the foregoing terms: A. If any portion of the foregoing terms and conditions (or any terms referenced therein) is prohibited by law, such portion shall not apply to you. Notwithstanding anything to the contrary, the End User License Agreements shall take precedence in all conflicts relevant to your use of any software. B. By placing your order, you confirm that (1) you are a contracting officer or other authorized representative of Public Customer with authority to bind the Public Customer to these terms and conditions, and (2) you have read and agree to be bound by these terms and conditions. Pricing, Taxes, and Additional Information All product, pricing, and other information is valid for U.S. customers and U.S. addresses only, and is based on the latest information available and may be subject to change. Dell reserves the right to cancel quotes and orders arising from pricing or other errors. Sales tax on products shipped is based on your "Ship To" address, and for software downloads is based on your "Bill To" address. Please indicate any tax-exempt status on your PO, and fax your exemption certificate, including your Customer Number, to the Dell Tax Department at 800-433-9023. Please ensure that your tax-exemption certificate reflects the correct Dell entity name: Dell Marketing L.P. Note: All tax quoted above is an estimate; final taxes will be listed on the invoice. If you have any questions regarding tax please send an e-mail to Tax_Department@dell.com. For certain products shipped to end-users in California, a State Environmental Fee will be applied to your invoice. Dell encourages customers to dispose of electronic equipment properly. All information supplied to CITY OF SOUTH SAN FRANCISCO for the purpose of this proposal is to be considered confidential information belonging to Dell. About Dell Dell Inc. listens to customers and delivers innovative technology and services they trust and value. Uniquely enabled by its direct business model, Dell is a leading global systems and services company and No. 34 on the Fortune 500. For more information, visit www.dell.com. Privacy Policy Page 2of 3Quote Summary_730949177 7/6/2016file:///C:/Users/Ben_Hanes/Documents/Projects/South%20SF/Final%20Submitted/Central%... Dell respects your privacy. Across our business, around the world, Dell will collect, store, and use customer information only to support and enhance our relationship with your organization, for example, to process your purchase, provide service and support, and share product, service, and company news and offerings with you. Dell does not sell your personal information. For a complete statement of our Global Privacy Policy, please visit dell.com/privacy. Page 3of 3Quote Summary_730949177 7/6/2016file:///C:/Users/Ben_Hanes/Documents/Projects/South%20SF/Final%20Submitted/Central%... QUOTATION Quote #:730949174 Customer #: 5513107 Contract #: WN03AGW CustomerAgreement #: 7-15-70-34-003 Quote Date: 07/01/2016 Date: 7/1/2016Customer Name:CITY OF SOUTH SAN FRANCISCO Thanks for choosing Dell! Your quote is detailed below; please review the quote for product and informational accuracy. If you find errors or desire certain changes please contact your sales professional as soon as possible. Sales Professional Information SALES REP:MARCUS FIELDS PHONE:1800 - 4563355 Email Address:M_Fields@Dell.com Phone Ext:513-9044 GROUP: 1QUANTITY: 2SYSTEM PRICE: $4,380.40GROUP TOTAL: $8,760.80 DescriptionQuantity Dell Networking N4032F, 24x 10GbE SFP+ Ports, 1x Modular bay, 2x AC PSU, IO to PSU Airflow (210-ABVT) 2 Dell Hardware Limited Warranty Initial Year (966-6411) 2 Dell Hardware Limited Warranty Extended Year(s) (966-6413) 2 Lifetime Limited Hardware Warranty with Basic Hardware Service Next Business Day Parts Only on Your Network Switch (966-6417) 2 Software Support,NW,90 Day (966-6423) 2 ProSupport: Next Business Day Onsite Service After Problem Diagnosis, Initial Year (966- 6424) 2 ProSupport: Next Business Day Onsite Service After Problem Diagnosis, 2 Year Extended (966-6428) 2 ProSupport: 7x24 HW / SW Tech Support and Assistance, 3 Year (966-6476) 2 Thank you choosing Dell ProSupport. For tech support, visit http://www.dell.com/support or call 1-800- 945-3355 (989-3439) 2 US Order (332-1286) 2 On-Site Installation Declined (900-9997) 2 Documentation Kit, N4000 Series Switch (340-AGNR) 2 Power Cord, 125V, 15A, 10 Feet, NEMA 5-15/C13 (450-AAFH) 2 Power Cord, 125V, 15A, 10 Feet, NEMA 5-15/C13 (450-AAFH) 2 Dell Networking, Cable, SFP+ to SFP+, 10GbE, Copper Twinax Direct Attach Cable, 0.5 Meter (470-AAGL) 4 Dell Networking, Cable, SFP+ to SFP+, 10GbE, Copper Twinax Direct Attach Cable, 3 Meter (470-AAGP) 2 SOFTWARE & ACCESSORIES GROUP TOTAL: $0.00 Product QuantityUnit PriceTotal Dell Education Services - Dell Campus Networking - No Training Selected (975-2188) 2$0.00$0.00 Page 1of 3Quote Summary_730949174 7/6/2016file:///C:/Users/Ben_Hanes/Documents/Projects/South%20SF/Final%20Submitted/Central%... *Total Purchase Price: $9,588.16 Product Subtotal: $8,760.80 Tax: $827.36 Shipping & Handling: $0.00 State Environmental Fee: $0.00 Shipping Method: LTL 5 DAY OR LESS (* Amount denoted in $) Order this quote easily online through your Premier page, or if you do not have Premier, using Quote to Order Statement of Conditions The information in this document is believed to be accurate. However, Dell assumes no responsibility for inaccuracies, errors, or omissions, and shall not be liable for direct, indirect, special, incidental, or consequential damages resulting from any such error or omission. Dell is not responsible for pricing or other errors, and reserves the right to cancel orders arising from such errors. Dell may make changes to this proposal including changes or updates to the products and services described, including pricing, without notice or obligation. Terms of Sale This quote is valid for 30 days unless otherwise stated. Unless you have a separate written agreement that specifically applies to this order, your order will be subject to and governed by the following agreements, each of which are incorporated herein by reference and available in hardcopy from Dell at your request: If this purchase is for your internal use only: Dell's Commercial Terms of Sale (www.dell.com/CTS), which incorporate Dell's U.S. Return Policy (www.dell.com/returnpolicy) and Warranty (www.dell.com/warrantyterms). If this purchase is intended for resale: Dell's Reseller Terms of Sale (www.dell.com/resellerterms). If this purchase includes services: in addition to the foregoing applicable terms, Dell's Service Terms (www.dell.com/servicecontracts/global). If this purchase includes software: in addition to the foregoing applicable terms, your use of the software is subject to the license terms accompanying the software, and in the absence of such terms, then use of the Dell-branded application software is subject to the Dell End User License Agreement - Type A (www.dell.com/AEULA) and use of the Dell-branded system software is subject to the Dell End User License Agreement - Type S (www.dell.com/SEULA). You acknowledge having read and agree to be bound by the foregoing applicable terms in their entirety. Any terms and conditions set forth in your purchase order or any other correspondence that are in addition to, inconsistent or in conflict with, the foregoing applicable online terms will be of no force or effect unless specifically agreed to in a writing signed by Dell that expressly references such terms. Additional Terms for Public Customers If you are a department, agency, division, or office of any district, state, county or municipal government within the United States ("Public Customer"), the following terms ("Public Customer Terms") apply in addition to the foregoing terms: A. If any portion of the foregoing terms and conditions (or any terms referenced therein) is prohibited by law, such portion shall not apply to you. Notwithstanding anything to the contrary, the End User License Agreements shall take precedence in all conflicts relevant to your use of any software. B. By placing your order, you confirm that (1) you are a contracting officer or other authorized representative of Public Customer with authority to bind the Public Customer to these terms and conditions, and (2) you have read and agree to be bound by these terms and conditions. Pricing, Taxes, and Additional Information All product, pricing, and other information is valid for U.S. customers and U.S. addresses only, and is based on the latest information available and may be subject to change. Dell reserves the right to cancel quotes and orders arising from pricing or other errors. Sales tax on products shipped is based on your "Ship To" address, and for software downloads is based on your "Bill To" address. Please indicate any tax-exempt status on your PO, and fax your exemption certificate, including your Customer Number, to the Dell Tax Department at 800-433-9023. Please ensure that your tax-exemption certificate reflects the correct Dell entity name: Dell Marketing L.P. Note: All tax quoted above is an estimate; final taxes will be Page 2of 3Quote Summary_730949174 7/6/2016file:///C:/Users/Ben_Hanes/Documents/Projects/South%20SF/Final%20Submitted/Central%... listed on the invoice. If you have any questions regarding tax please send an e-mail to Tax_Department@dell.com. For certain products shipped to end-users in California, a State Environmental Fee will be applied to your invoice. Dell encourages customers to dispose of electronic equipment properly. All information supplied to CITY OF SOUTH SAN FRANCISCO for the purpose of this proposal is to be considered confidential information belonging to Dell. About Dell Dell Inc. listens to customers and delivers innovative technology and services they trust and value. Uniquely enabled by its direct business model, Dell is a leading global systems and services company and No. 34 on the Fortune 500. For more information, visit www.dell.com. Privacy Policy Dell respects your privacy. Across our business, around the world, Dell will collect, store, and use customer information only to support and enhance our relationship with your organization, for example, to process your purchase, provide service and support, and share product, service, and company news and offerings with you. Dell does not sell your personal information. For a complete statement of our Global Privacy Policy, please visit dell.com/privacy. Page 3of 3Quote Summary_730949174 7/6/2016file:///C:/Users/Ben_Hanes/Documents/Projects/South%20SF/Final%20Submitted/Central%... Quote Summary_730268683 file:///C|/Users/Ben_Hanes/Documents/Projects/South%20SF/Final%20Submitted/Central%20IT%20Build/Quote_730268683_DR.html[6/30/2016 1:57:25 PM] QUOTATION Quote #:730268683 Customer #:52019786 Contract #:WN03AGW CustomerAgreement #:7-15-70-34-003 Quote Date:06/16/2016 Date: 6/22/2016 Customer Name:SOUTH SAN FRANCISCO PD Thanks for choosing Dell! Your quote is detailed below; please review the quote for product and informational accuracy. If you find errors or desire certain changes please contact your sales professional as soon as possible. Sales Professional Information SALES REP:MARCUS FIELDS PHONE:1800 - 4563355 Email Address:M_Fields@Dell.com Phone Ext:513-9044 GROUP: 1 QUANTITY: 3 SYSTEM PRICE: $15,350.40 GROUP TOTAL: $46,051.20 Description Quantity Dell XC430 for ESXi (210-AFVD)3 XC430 Label (350-BBHE)3 XC430 Label (350-BBHE)3 Info C20 Raid configuration for XC430 (379-BCEK)3 Info C20 Raid configuration for XC430 (379-BCEK)3 PowerEdge R430/R530 Motherboard MLK (384-BBMW)3 PE Server FIPS TPM 1.2,CC (461-AADP)3 Nutanix OS for ESXi 6.0, factory installed (619-AHSS)3 Nutanix OS for ESXi 6.0, factory installed (619-AHSS)3 Dell Hardware Limited Warranty (805-3371)3 ProSupport Plus: 7x24 Hardware / Software Tech Support and Assistance, 3 Years (805- 3388)3 ProSupport Plus: Mission Critical 4-Hour 7x24 On-Site Service with Emergency Dispatch, 3 Years (805-3389)3 Thank you for choosing Dell ProSupport Plus. For tech support, visit http://www.dell.com/contactdell (951-2015)3 US Order (332-1286)3 64GB SSDR SATA-DOM (400-AGXG)3 SATA-DOM Adapter Cable (470-ABRP)3 Installation and Implementation of a XC Series Node (975-3731)3 ProSupport for Multivendor SW, Webscale SW, 3 Year (802-1078)3 SHIP,XC430,DAO (340-ASIY)3 Riser with Two x16 PCIe Gen3 LP slots (x16 PCIe lanes), R430 (330-BBEF)3 Intel X520 DP 10Gb DA/SFP+ Server Adapter, Low Profile (540-BBHY)3 On-Board LOM 1GBE (Dual Port for Towers, Quad Port for Racks) (542-BBCO)3 iDRAC Port Card (330-BBDX)3 iDRAC8 Enterprise, integrated Dell Remote Access Controller, Enterprise (385-BBHO)3 OpenManage Essentials, Server Configuration Management (634-BBWU)3 3.5" Chassis with up to 4 Hard Drives (321-BBNI)3 Quote Summary_730268683 file:///C|/Users/Ben_Hanes/Documents/Projects/South%20SF/Final%20Submitted/Central%20IT%20Build/Quote_730268683_DR.html[6/30/2016 1:57:25 PM] Bezel up to 8 Drive Chassis (325-BBII)3 PERC HBA330 12GB Controller Minicard (405-AAJU)3 Intel Xeon E5-2630 v4 2.2GHz,25M Cache,8.0 GT/s QPI,Turbo,HT,10C/20T (85W) Max Mem 2133MHz (338-BJCX)3 Intel Xeon E5-2630 v4 2.2GHz,25M Cache,8.0 GT/s QPI,Turbo,HT,10C/20T (85W) Max Mem 2133MHz (338-BJDG)3 16GB RDIMM, 2400MT/s, Dual Rank, x8 Data Width (370-ACNX)24 2400MT/s RDIMMs (370-ACPH)3 Performance Optimized (370-AAIP)3 4TB 7.2K RPM NLSAS 12Gbps 512n 3.5in Hot-plug Hard Drive (400-ALOV)6 400GB Solid State Drive SATA Write Intensive 6Gbps 2.5in Hot-plug Drive,3.5in HYB CARR, S3710 (400-AKIO)6 No Systems Documentation, No OpenManage DVD Kit (631-AACK)3 No Optical Drive Internal for 4 HD Chassis (429-AABH)3 ReadyRails Sliding Rails With Cable Management Arm (770-BBBL)3 Dual, Hot-plug, Redundant Power Supply (1+1), 550W (450-AEGZ)3 C13 to C14, PDU Style, 12 AMP, 2 Feet (.6m) Power Cord, North America (492-BBDH)6 10GbE SFP + Direct Attach Cables (1M) (470-AAEC)6 Internal Dual SD Module (330-BBCL)3 16GB SD Card For IDSDM (385-BBII)3 Custom Licensing (379-BBVO)3 DIMM Blanks for System with 2 Processors (370-ABXP)3 Cooling Fan (370-ABXV)3 135W Heatsink (374-BBIJ)3 135W Heatsink (374-BBIJ)3 Nutanix Pro Edition for Dell XC, Custom1 (634-BDCG)9 Nutanix 3Y SW Maintenance for Dell XC, Custom2 (634-BDBL)12 Nutanix Pro Edition for Dell XC, Custom3 (634-BCZU)12 Nutanix 3Y SW Maintenance for Dell XC, Custom1 (634-BCZV)12 Nutanix Pro Edition for Dell XC, Custom2 (634-BDBD)3 *Total Purchase Price: $48,339.54 Product Subtotal:$46,051.20 Tax:$2,288.34 Shipping & Handling:$0.00 State Environmental Fee:$0.00 Shipping Method:LTL 5 DAY OR LESS (* Amount denoted in $) Order this quote easily online through your Premier page, or if you do not have Premier, using Quote to Order Statement of Conditions The information in this document is believed to be accurate. However, Dell assumes no responsibility for inaccuracies, errors, or omissions, and shall not be liable for direct, indirect, special, incidental, or consequential damages resulting from any such error or omission. Dell is not responsible for pricing Quote Summary_730268683 file:///C|/Users/Ben_Hanes/Documents/Projects/South%20SF/Final%20Submitted/Central%20IT%20Build/Quote_730268683_DR.html[6/30/2016 1:57:25 PM] or other errors, and reserves the right to cancel orders arising from such errors. Dell may make changes to this proposal including changes or updates to the products and services described, including pricing, without notice or obligation. Terms of Sale This quote is valid for 30 days unless otherwise stated. Unless you have a separate written agreement that specifically applies to this order, your order will be subject to and governed by the following agreements, each of which are incorporated herein by reference and available in hardcopy from Dell at your request: If this purchase is for your internal use only: Dell's Commercial Terms of Sale (www.dell.com/CTS), which incorporate Dell's U.S. Return Policy (www.dell.com/returnpolicy) and Warranty (www.dell.com/warrantyterms ). If this purchase is intended for resale: Dell's Reseller Terms of Sale (www.dell.com/resellerterms). If this purchase includes services: in addition to the foregoing applicable terms, Dell's Service Terms (www.dell.com/servicecontracts/global ). If this purchase includes software: in addition to the foregoing applicable terms, your use of the software is subject to the license terms accompanying the software, and in the absence of such terms, then use of the Dell-branded application software is subject to the Dell End User License Agreement - Type A (www.dell.com/AEULA) and use of the Dell-branded system software is subject to the Dell End User License Agreement - Type S (www.dell.com/SEULA ). You acknowledge having read and agree to be bound by the foregoing applicable terms in their entirety. Any terms and conditions set forth in your purchase order or any other correspondence that are in addition to, inconsistent or in conflict with, the foregoing applicable online terms will be of no force or effect unless specifically agreed to in a writing signed by Dell that expressly references such terms. Additional Terms for Public Customers If you are a department, agency, division, or office of any district, state, county or municipal government within the United States ("Public Customer"), the following terms ("Public Customer Terms") apply in addition to the foregoing terms: A. If any portion of the foregoing terms and conditions (or any terms referenced therein) is prohibited by law, such portion shall not apply to you. Notwithstanding anything to the contrary, the End User License Agreements shall take precedence in all conflicts relevant to your use of any software. B. By placing your order, you confirm that (1) you are a contracting officer or other authorized representative of Public Customer with authority to bind the Public Customer to these terms and conditions, and (2) you have read and agree to be bound by these terms and conditions. Pricing, Taxes, and Additional Information All product, pricing, and other information is valid for U.S. customers and U.S. addresses only, and is based on the latest information available and may be subject to change. Dell reserves the right to cancel quotes and orders arising from pricing or other errors. Sales tax on products shipped is based on your "Ship To" address, and for software downloads is based on your "Bill To" address. Please indicate any tax-exempt status on your PO, and fax your exemption certificate, including your Customer Number, to the Dell Tax Department at 800-433-9023. Please ensure that your tax- exemption certificate reflects the correct Dell entity name: Dell Marketing L.P. Note: All tax quoted above is an estimate; final taxes will be listed on the invoice. If you have any questions regarding tax please send an e-mail to Tax_Department@dell.com. For certain products shipped to end-users in California, a State Environmental Fee will be applied to your invoice. Dell encourages customers to dispose of electronic equipment properly. All information supplied to SOUTH SAN FRANCISCO PD for the purpose of this proposal is to be considered confidential information belonging to Dell. About Dell Dell Inc. listens to customers and delivers innovative technology and services they trust and value. Uniquely enabled by its direct business model, Dell is a leading global systems and services company and No. 34 on the Fortune 500. For more information, visit www.dell.com . Privacy Policy Dell respects your privacy. Across our business, around the world, Dell will collect, store, and use customer information only to support and enhance our relationship with your organization, for example, to process your purchase, provide service and support, and share product, service, and company news and offerings with you. Dell does not sell your personal information. For a complete statement of our Global Privacy Policy, please visit dell.com/privacy . Quote Summary_730268680 file:///C|/...rs/Ben_Hanes/Documents/Projects/South%20SF/Final%20Submitted/Central%20IT%20Build/Quote_730268680_Central_IT.html[6/30/2016 1:57:17 PM] QUOTATION Quote #:730268680 Customer #:52019786 Contract #:WN03AGW CustomerAgreement #:7-15-70-34-003 Quote Date:06/16/2016 Date: 6/22/2016 Customer Name:SOUTH SAN FRANCISCO PD Thanks for choosing Dell! Your quote is detailed below; please review the quote for product and informational accuracy. If you find errors or desire certain changes please contact your sales professional as soon as possible. Sales Professional Information SALES REP:MARCUS FIELDS PHONE:1800 - 4563355 Email Address:M_Fields@Dell.com Phone Ext:513-9044 GROUP: 1 QUANTITY: 4 SYSTEM PRICE: $30,323.54 GROUP TOTAL: $121,294.16 Description Quantity Dell XC730xd for ESXi (210-AEIS)4 Info C21 Raid configuration for XC730xd (321-BBQQ)4 PE R730/xd Motherboard MLK (329-BCZK)4 XC730xd Label (350-BBGM)4 XC730xd Label (350-BBGM)4 XC730xd-12 (350-BBHH)4 XC730xd-12 (350-BBHH)4 PE Server FIPS TPM 1.2,CC (461-AADP)4 Nutanix OS for ESXi 6.0, factory installed (619-AHSS)4 Dell Hardware Limited Warranty Plus On Site Service Initial Year (802-4301)4 Dell Hardware Limited Warranty Plus On Site Service Extended Year (802-4302)4 ProSupport Plus: 7x24 HW/SW Tech Support and Assistance, 3 Year (802-4303)4 ProSupport Plus: Mission Critical 4-Hour 7x24 On-Site Service with Emergency Dispatch, Initial Year (802-4304)4 ProSupport Plus: Mission Critical 4-Hour 7x24 On-Site Service with Emergency Dispatch, 2 Year Extended (802-4305)4 Thank you for choosing Dell ProSupport Plus. For tech support, visit http://www.dell.com/contactdell (951-2015)4 Installation and Implementation of a XC Series Node (975-3731)4 US Order (332-1286)4 64GB SSDR SATA-DOM (400-AGXG)4 ProSupport for Multivendor SW, Webscale SW, 3 Year (975-9874)4 Dell XC730XD Shipping (340-AOKT)4 Intel X520 DP 10Gb DA/SFP+, + I350 DP 1Gb Ethernet, Network Daughter Card (540- BBBB)4 iDRAC8 Enterprise, integrated Dell Remote Access Controller, Enterprise (385-BBHO)4 Chassis with up to 12, 3.5" Hard Drives (350-BBEU)4 Bezel (350-BBEJ)4 R730/xd PCIe Riser 2, Center (330-BBCO)4 Quote Summary_730268680 file:///C|/...rs/Ben_Hanes/Documents/Projects/South%20SF/Final%20Submitted/Central%20IT%20Build/Quote_730268680_Central_IT.html[6/30/2016 1:57:17 PM] R730/xd PCIe Riser 1, Right (330-BBCR)4 PERC HBA330 12GB Controller Minicard (405-AAJU)4 Intel Xeon E5-2630 v4 2.2GHz,25M Cache,8.0 GT/s QPI,Turbo,HT,10C/20T (85W) Max Mem 2133MHz (338-BJCX)4 Intel Xeon E5-2630 v4 2.2GHz,25M Cache,8.0 GT/s QPI,Turbo,HT,10C/20T (85W) Max Mem 2133MHz (338-BJDG)4 16GB RDIMM, 2400MT/s, Dual Rank, x8 Data Width (370-ACNX)48 2400MT/s RDIMMs (370-ACPH)4 Performance Optimized (370-AAIP)4 4TB 7.2K RPM NLSAS 12Gbps 512n 3.5in Hot-plug Hard Drive (400-ALOV)28 800GB Solid State Drive SATA Write Intensive 6Gbps 2.5in Hot-plug Drive,3.5in HYB CARR, S3710 (400-AKMV)16 ReadyRails Sliding Rails With Cable Management Arm (770-BBBR)4 Dual, Hot-plug, Redundant Power Supply (1+1), 1100W (450-ADWM)4 C13 to C14, PDU Style, 12 AMP, 6.5 Feet (2m) Power Cord, North America (492-BBDI)8 10GbE SFP + Direct Attach Cables (1M) (470-AAEC)8 Internal Dual SD Module (330-BBCL)4 16GB SD Card For IDSDM (385-BBHV)4 Custom Licensing (379-BBVO)4 DIMM Blanks for System with 2 Processors (370-ABWE)4 Standard Heatsink for PowerEdge R730/R730xd (374-BBHM)4 Standard Heatsink for PowerEdge R730/R730xd (374-BBHM)4 Nutanix Pro Edition for Dell XC, Custom2 (634-BDBD)20 Nutanix Pro Edition for Dell XC, Custom1 (634-BDCG)36 Nutanix 3Y SW Maintenance for Dell XC, Custom3 (634-BDBX)8 Nutanix 3Y SW Maintenance for Dell XC, Custom2 (634-BDBL)8 Nutanix 3Y SW Maintenance for Dell XC, Custom1 (634-BCZV)24 Nutanix Pro Edition for Dell XC, Custom3 (634-BCZU)36 *Total Purchase Price: $128,851.59 Product Subtotal:$121,294.16 Tax:$7,557.43 Shipping & Handling:$0.00 State Environmental Fee:$0.00 Shipping Method:LTL 5 DAY OR LESS (* Amount denoted in $) Order this quote easily online through your Premier page, or if you do not have Premier, using Quote to Order Statement of Conditions The information in this document is believed to be accurate. However, Dell assumes no responsibility for inaccuracies, errors, or omissions, and shall not be liable for direct, indirect, special, incidental, or consequential damages resulting from any such error or omission. Dell is not responsible for pricing or other errors, and reserves the right to cancel orders arising from such errors. Dell may make changes to this proposal including changes or updates to the products and services described, including pricing, without notice or obligation. Quote Summary_730268680 file:///C|/...rs/Ben_Hanes/Documents/Projects/South%20SF/Final%20Submitted/Central%20IT%20Build/Quote_730268680_Central_IT.html[6/30/2016 1:57:17 PM] Terms of Sale This quote is valid for 30 days unless otherwise stated. Unless you have a separate written agreement that specifically applies to this order, your order will be subject to and governed by the following agreements, each of which are incorporated herein by reference and available in hardcopy from Dell at your request: If this purchase is for your internal use only: Dell's Commercial Terms of Sale (www.dell.com/CTS), which incorporate Dell's U.S. Return Policy (www.dell.com/returnpolicy) and Warranty (www.dell.com/warrantyterms ). If this purchase is intended for resale: Dell's Reseller Terms of Sale (www.dell.com/resellerterms). If this purchase includes services: in addition to the foregoing applicable terms, Dell's Service Terms (www.dell.com/servicecontracts/global ). If this purchase includes software: in addition to the foregoing applicable terms, your use of the software is subject to the license terms accompanying the software, and in the absence of such terms, then use of the Dell-branded application software is subject to the Dell End User License Agreement - Type A (www.dell.com/AEULA) and use of the Dell-branded system software is subject to the Dell End User License Agreement - Type S (www.dell.com/SEULA ). You acknowledge having read and agree to be bound by the foregoing applicable terms in their entirety. Any terms and conditions set forth in your purchase order or any other correspondence that are in addition to, inconsistent or in conflict with, the foregoing applicable online terms will be of no force or effect unless specifically agreed to in a writing signed by Dell that expressly references such terms. Additional Terms for Public Customers If you are a department, agency, division, or office of any district, state, county or municipal government within the United States ("Public Customer"), the following terms ("Public Customer Terms") apply in addition to the foregoing terms: A. If any portion of the foregoing terms and conditions (or any terms referenced therein) is prohibited by law, such portion shall not apply to you. Notwithstanding anything to the contrary, the End User License Agreements shall take precedence in all conflicts relevant to your use of any software. B. By placing your order, you confirm that (1) you are a contracting officer or other authorized representative of Public Customer with authority to bind the Public Customer to these terms and conditions, and (2) you have read and agree to be bound by these terms and conditions. Pricing, Taxes, and Additional Information All product, pricing, and other information is valid for U.S. customers and U.S. addresses only, and is based on the latest information available and may be subject to change. Dell reserves the right to cancel quotes and orders arising from pricing or other errors. Sales tax on products shipped is based on your "Ship To" address, and for software downloads is based on your "Bill To" address. Please indicate any tax-exempt status on your PO, and fax your exemption certificate, including your Customer Number, to the Dell Tax Department at 800-433-9023. Please ensure that your tax- exemption certificate reflects the correct Dell entity name: Dell Marketing L.P. Note: All tax quoted above is an estimate; final taxes will be listed on the invoice. If you have any questions regarding tax please send an e-mail to Tax_Department@dell.com. For certain products shipped to end-users in California, a State Environmental Fee will be applied to your invoice. Dell encourages customers to dispose of electronic equipment properly. All information supplied to SOUTH SAN FRANCISCO PD for the purpose of this proposal is to be considered confidential information belonging to Dell. About Dell Dell Inc. listens to customers and delivers innovative technology and services they trust and value. Uniquely enabled by its direct business model, Dell is a leading global systems and services company and No. 34 on the Fortune 500. For more information, visit www.dell.com . Privacy Policy Dell respects your privacy. Across our business, around the world, Dell will collect, store, and use customer information only to support and enhance our relationship with your organization, for example, to process your purchase, provide service and support, and share product, service, and company news and offerings with you. Dell does not sell your personal information. For a complete statement of our Global Privacy Policy, please visit dell.com/privacy . QUOTATION Quote #:730949174 Customer #: 5513107 Contract #: WN03AGW CustomerAgreement #: 7-15-70-34-003 Quote Date: 07/01/2016 Date: 7/1/2016Customer Name:CITY OF SOUTH SAN FRANCISCO Thanks for choosing Dell! Your quote is detailed below; please review the quote for product and informational accuracy. If you find errors or desire certain changes please contact your sales professional as soon as possible. Sales Professional Information SALES REP:MARCUS FIELDS PHONE:1800 - 4563355 Email Address:M_Fields@Dell.com Phone Ext:513-9044 GROUP: 1QUANTITY: 2SYSTEM PRICE: $4,380.40GROUP TOTAL: $8,760.80 DescriptionQuantity Dell Networking N4032F, 24x 10GbE SFP+ Ports, 1x Modular bay, 2x AC PSU, IO to PSU Airflow (210-ABVT) 2 Dell Hardware Limited Warranty Initial Year (966-6411) 2 Dell Hardware Limited Warranty Extended Year(s) (966-6413) 2 Lifetime Limited Hardware Warranty with Basic Hardware Service Next Business Day Parts Only on Your Network Switch (966-6417) 2 Software Support,NW,90 Day (966-6423) 2 ProSupport: Next Business Day Onsite Service After Problem Diagnosis, Initial Year (966- 6424) 2 ProSupport: Next Business Day Onsite Service After Problem Diagnosis, 2 Year Extended (966-6428) 2 ProSupport: 7x24 HW / SW Tech Support and Assistance, 3 Year (966-6476) 2 Thank you choosing Dell ProSupport. For tech support, visit http://www.dell.com/support or call 1-800- 945-3355 (989-3439) 2 US Order (332-1286) 2 On-Site Installation Declined (900-9997) 2 Documentation Kit, N4000 Series Switch (340-AGNR) 2 Power Cord, 125V, 15A, 10 Feet, NEMA 5-15/C13 (450-AAFH) 2 Power Cord, 125V, 15A, 10 Feet, NEMA 5-15/C13 (450-AAFH) 2 Dell Networking, Cable, SFP+ to SFP+, 10GbE, Copper Twinax Direct Attach Cable, 0.5 Meter (470-AAGL) 4 Dell Networking, Cable, SFP+ to SFP+, 10GbE, Copper Twinax Direct Attach Cable, 3 Meter (470-AAGP) 2 SOFTWARE & ACCESSORIES GROUP TOTAL: $0.00 Product QuantityUnit PriceTotal Dell Education Services - Dell Campus Networking - No Training Selected (975-2188) 2$0.00$0.00 Page 1of 3Quote Summary_730949174 7/6/2016file:///C:/Users/Ben_Hanes/Documents/Projects/South%20SF/Final%20Submitted/PD%20B... *Total Purchase Price: $9,588.16 Product Subtotal: $8,760.80 Tax: $827.36 Shipping & Handling: $0.00 State Environmental Fee: $0.00 Shipping Method: LTL 5 DAY OR LESS (* Amount denoted in $) Order this quote easily online through your Premier page, or if you do not have Premier, using Quote to Order Statement of Conditions The information in this document is believed to be accurate. However, Dell assumes no responsibility for inaccuracies, errors, or omissions, and shall not be liable for direct, indirect, special, incidental, or consequential damages resulting from any such error or omission. Dell is not responsible for pricing or other errors, and reserves the right to cancel orders arising from such errors. Dell may make changes to this proposal including changes or updates to the products and services described, including pricing, without notice or obligation. Terms of Sale This quote is valid for 30 days unless otherwise stated. Unless you have a separate written agreement that specifically applies to this order, your order will be subject to and governed by the following agreements, each of which are incorporated herein by reference and available in hardcopy from Dell at your request: If this purchase is for your internal use only: Dell's Commercial Terms of Sale (www.dell.com/CTS), which incorporate Dell's U.S. Return Policy (www.dell.com/returnpolicy) and Warranty (www.dell.com/warrantyterms). If this purchase is intended for resale: Dell's Reseller Terms of Sale (www.dell.com/resellerterms). If this purchase includes services: in addition to the foregoing applicable terms, Dell's Service Terms (www.dell.com/servicecontracts/global). If this purchase includes software: in addition to the foregoing applicable terms, your use of the software is subject to the license terms accompanying the software, and in the absence of such terms, then use of the Dell-branded application software is subject to the Dell End User License Agreement - Type A (www.dell.com/AEULA) and use of the Dell-branded system software is subject to the Dell End User License Agreement - Type S (www.dell.com/SEULA). You acknowledge having read and agree to be bound by the foregoing applicable terms in their entirety. Any terms and conditions set forth in your purchase order or any other correspondence that are in addition to, inconsistent or in conflict with, the foregoing applicable online terms will be of no force or effect unless specifically agreed to in a writing signed by Dell that expressly references such terms. Additional Terms for Public Customers If you are a department, agency, division, or office of any district, state, county or municipal government within the United States ("Public Customer"), the following terms ("Public Customer Terms") apply in addition to the foregoing terms: A. If any portion of the foregoing terms and conditions (or any terms referenced therein) is prohibited by law, such portion shall not apply to you. Notwithstanding anything to the contrary, the End User License Agreements shall take precedence in all conflicts relevant to your use of any software. B. By placing your order, you confirm that (1) you are a contracting officer or other authorized representative of Public Customer with authority to bind the Public Customer to these terms and conditions, and (2) you have read and agree to be bound by these terms and conditions. Pricing, Taxes, and Additional Information All product, pricing, and other information is valid for U.S. customers and U.S. addresses only, and is based on the latest information available and may be subject to change. Dell reserves the right to cancel quotes and orders arising from pricing or other errors. Sales tax on products shipped is based on your "Ship To" address, and for software downloads is based on your "Bill To" address. Please indicate any tax-exempt status on your PO, and fax your exemption certificate, including your Customer Number, to the Dell Tax Department at 800-433-9023. Please ensure that your tax-exemption certificate reflects the correct Dell entity name: Dell Marketing L.P. Note: All tax quoted above is an estimate; final taxes will be Page 2of 3Quote Summary_730949174 7/6/2016file:///C:/Users/Ben_Hanes/Documents/Projects/South%20SF/Final%20Submitted/PD%20B... listed on the invoice. If you have any questions regarding tax please send an e-mail to Tax_Department@dell.com. For certain products shipped to end-users in California, a State Environmental Fee will be applied to your invoice. Dell encourages customers to dispose of electronic equipment properly. All information supplied to CITY OF SOUTH SAN FRANCISCO for the purpose of this proposal is to be considered confidential information belonging to Dell. About Dell Dell Inc. listens to customers and delivers innovative technology and services they trust and value. Uniquely enabled by its direct business model, Dell is a leading global systems and services company and No. 34 on the Fortune 500. For more information, visit www.dell.com. Privacy Policy Dell respects your privacy. Across our business, around the world, Dell will collect, store, and use customer information only to support and enhance our relationship with your organization, for example, to process your purchase, provide service and support, and share product, service, and company news and offerings with you. Dell does not sell your personal information. For a complete statement of our Global Privacy Policy, please visit dell.com/privacy. Page 3of 3Quote Summary_730949174 7/6/2016file:///C:/Users/Ben_Hanes/Documents/Projects/South%20SF/Final%20Submitted/PD%20B... QUOTATION Quote #:730138346 Customer #: 52019786 Contract #: WN03AGW CustomerAgreement #: 7-15-70-34-003 Quote Date: 06/14/2016 Date: 6/30/2016Customer Name:SOUTH SAN FRANCISCO PD Thanks for choosing Dell! Your quote is detailed below; please review the quote for product and informational accuracy. If you find errors or desire certain changes please contact your sales professional as soon as possible. Sales Professional Information SALES REP:MARCUS FIELDS PHONE:1800 - 4563355 Email Address:M_Fields@Dell.com Phone Ext:513-9044 GROUP: 1QUANTITY: 3SYSTEM PRICE: $24,495.00GROUP TOTAL: $73,485.00 DescriptionQuantity Dell XC730xd for ESXi (210-AEIS) 3 Info C21 Raid configuration for XC730xd (321-BBQQ) 3 PE R730/xd Motherboard MLK (329-BCZK) 3 XC730xd Label (350-BBGM) 3 XC730xd Label (350-BBGM) 3 XC730xd-12 (350-BBHH) 3 XC730xd-12 (350-BBHH) 3 PE Server FIPS TPM 1.2,CC (461-AADP) 3 Nutanix OS for ESXi 6.0, factory installed (619-AHSS) 3 Dell Hardware Limited Warranty Plus On Site Service Initial Year (802-4301) 3 Dell Hardware Limited Warranty Plus On Site Service Extended Year (802-4302) 3 Mission Critical Package: 4-Hour 7x24 On-Site Service with Emergency Dispatch, 2 Year Extended (802-4348) 3 Mission Critical Package: 4-Hour 7x24 On-Site Service with Emergency Dispatch, Initial Year (802-4349) 3 ProSupport: 7x24 HW / SW Tech Support and Assistance, 3 Year (802-4350) 3 Thank you choosing Dell ProSupport. For tech support, visit http://www.dell.com/support or call 1-800- 945-3355 (989-3439) 3 Installation and Implementation of a XC Series Node (975-3731) 3 US Order (332-1286) 3 64GB SSDR SATA-DOM (400-AGXG) 3 ProSupport for Multivendor SW, Webscale SW, 3 Year (975-9874) 3 Dell XC730XD Shipping (340-AOKT) 3 Intel X520 DP 10Gb DA/SFP+, + I350 DP 1Gb Ethernet, Network Daughter Card (540- BBBB) 3 iDRAC8 Enterprise, integrated Dell Remote Access Controller, Enterprise (385-BBHO) 3 Chassis with up to 12, 3.5" Hard Drives (350-BBEU) 3 Bezel (350-BBEJ) 3 R730/xd PCIe Riser 2, Center (330-BBCO) 3 R730/xd PCIe Riser 1, Right (330-BBCR) 3 Page 1of 3Quote Summary_730138346 6/30/2016file:///C:/Users/Ben_Hanes/Documents/Projects/South%20SF/Final%20Submitted/City%2... PERC HBA330 12GB Controller Minicard (405-AAJU) 3 Intel Xeon E5-2630 v4 2.2GHz,25M Cache,8.0 GT/s QPI,Turbo,HT,10C/20T (85W) Max Mem 2133MHz (338-BJCX) 3 Intel Xeon E5-2630 v4 2.2GHz,25M Cache,8.0 GT/s QPI,Turbo,HT,10C/20T (85W) Max Mem 2133MHz (338-BJDG) 3 16GB RDIMM, 2400MT/s, Dual Rank, x8 Data Width (370-ACNX) 36 2400MT/s RDIMMs (370-ACPH) 3 Performance Optimized (370-AAIP) 3 4TB 7.2K RPM NLSAS 12Gbps 512n 3.5in Hot-plug Hard Drive (400-ALOV) 18 800GB Solid State Drive SATA Write Intensive 6Gbps 2.5in Hot-plug Drive,3.5in HYB CARR, S3710 (400-AKMV) 6 ReadyRails Sliding Rails With Cable Management Arm (770-BBBR) 3 Dual, Hot-plug, Redundant Power Supply (1+1), 1100W (450-ADWM) 3 C13 to C14, PDU Style, 12 AMP, 6.5 Feet (2m) Power Cord, North America (492-BBDI) 6 10GbE SFP + Direct Attach Cables (1M) (470-AAEC) 6 Internal Dual SD Module (330-BBCL) 3 16GB SD Card For IDSDM (385-BBHV) 3 Custom Licensing (379-BBVO) 3 DIMM Blanks for System with 2 Processors (370-ABWE) 3 Standard Heatsink for PowerEdge R730/R730xd (374-BBHM) 3 Standard Heatsink for PowerEdge R730/R730xd (374-BBHM) 3 Nutanix 3Y SW Maintenance for Dell XC, Custom3 (634-BDBX) 3 Nutanix Pro Edition for Dell XC, Custom1 (634-BDCG) 9 Nutanix Pro Edition for Dell XC, Custom3 (634-BCZU) 21 Nutanix 3Y SW Maintenance for Dell XC, Custom2 (634-BDBL) 21 Nutanix Pro Edition for Dell XC, Custom2 (634-BDBD) 27 *Total Purchase Price: $77,806.72 Product Subtotal: $73,485.00 Tax: $4,321.72 Shipping & Handling: $0.00 State Environmental Fee: $0.00 Shipping Method: LTL 5 DAY OR LESS (* Amount denoted in $) Order this quote easily online through your Premier page, or if you do not have Premier, using Quote to Order Statement of Conditions The information in this document is believed to be accurate. However, Dell assumes no responsibility for inaccuracies, errors, or omissions, and shall not be liable for direct, indirect, special, incidental, or consequential damages resulting from any such error or omission. Dell is not responsible for pricing or other errors, and reserves the right to cancel orders arising from such errors. Dell may make changes to this proposal including changes or updates to the products and services described, including pricing, without notice or obligation. Terms of Sale This quote is valid for 30 days unless otherwise stated. Unless you have a separate written agreement that specifically applies to this order, your order will be subject to and governed by the Page 2of 3Quote Summary_730138346 6/30/2016file:///C:/Users/Ben_Hanes/Documents/Projects/South%20SF/Final%20Submitted/City%2... following agreements, each of which are incorporated herein by reference and available in hardcopy from Dell at your request: If this purchase is for your internal use only: Dell's Commercial Terms of Sale (www.dell.com/CTS), which incorporate Dell's U.S. Return Policy (www.dell.com/returnpolicy) and Warranty (www.dell.com/warrantyterms). If this purchase is intended for resale: Dell's Reseller Terms of Sale (www.dell.com/resellerterms). If this purchase includes services: in addition to the foregoing applicable terms, Dell's Service Terms (www.dell.com/servicecontracts/global). If this purchase includes software: in addition to the foregoing applicable terms, your use of the software is subject to the license terms accompanying the software, and in the absence of such terms, then use of the Dell-branded application software is subject to the Dell End User License Agreement - Type A (www.dell.com/AEULA) and use of the Dell-branded system software is subject to the Dell End User License Agreement - Type S (www.dell.com/SEULA). You acknowledge having read and agree to be bound by the foregoing applicable terms in their entirety. Any terms and conditions set forth in your purchase order or any other correspondence that are in addition to, inconsistent or in conflict with, the foregoing applicable online terms will be of no force or effect unless specifically agreed to in a writing signed by Dell that expressly references such terms. Additional Terms for Public Customers If you are a department, agency, division, or office of any district, state, county or municipal government within the United States ("Public Customer"), the following terms ("Public Customer Terms") apply in addition to the foregoing terms: A. If any portion of the foregoing terms and conditions (or any terms referenced therein) is prohibited by law, such portion shall not apply to you. Notwithstanding anything to the contrary, the End User License Agreements shall take precedence in all conflicts relevant to your use of any software. B. By placing your order, you confirm that (1) you are a contracting officer or other authorized representative of Public Customer with authority to bind the Public Customer to these terms and conditions, and (2) you have read and agree to be bound by these terms and conditions. Pricing, Taxes, and Additional Information All product, pricing, and other information is valid for U.S. customers and U.S. addresses only, and is based on the latest information available and may be subject to change. Dell reserves the right to cancel quotes and orders arising from pricing or other errors. Sales tax on products shipped is based on your "Ship To" address, and for software downloads is based on your "Bill To" address. Please indicate any tax-exempt status on your PO, and fax your exemption certificate, including your Customer Number, to the Dell Tax Department at 800-433-9023. Please ensure that your tax-exemption certificate reflects the correct Dell entity name: Dell Marketing L.P. Note: All tax quoted above is an estimate; final taxes will be listed on the invoice. If you have any questions regarding tax please send an e-mail to Tax_Department@dell.com. For certain products shipped to end-users in California, a State Environmental Fee will be applied to your invoice. Dell encourages customers to dispose of electronic equipment properly. All information supplied to SOUTH SAN FRANCISCO PD for the purpose of this proposal is to be considered confidential information belonging to Dell. About Dell Dell Inc. listens to customers and delivers innovative technology and services they trust and value. Uniquely enabled by its direct business model, Dell is a leading global systems and services company and No. 34 on the Fortune 500. For more information, visit www.dell.com. Privacy Policy Dell respects your privacy. Across our business, around the world, Dell will collect, store, and use customer information only to support and enhance our relationship with your organization, for example, to process your purchase, provide service and support, and share product, service, and company news and offerings with you. Dell does not sell your personal information. For a complete statement of our Global Privacy Policy, please visit dell.com/privacy. Page 3of 3Quote Summary_730138346 6/30/2016file:///C:/Users/Ben_Hanes/Documents/Projects/South%20SF/Final%20Submitted/City%2... QUOTATION Quote #: 730220533 Customer #: 52019786 Contract #: WN03AGW CustomerAgreement #: 7-15-70-34-003 Quote Date: 06/15/2016 Date: 6/15/2016 Customer Name: SOUTH SAN FRANCISCO PD Thanks for choosing Dell! Your quote is detailed below; please review the quote for product and informational accuracy. If you find errors or desire certain changes please contact your sales professional as soon as possible. Sales Professional Information SALES REP: MARCUS FIELDS PHONE: 1800 - 4563355 Email Address: M_Fields@Dell.com Phone Ext: 513-9044 SOFTWARE & ACCESSORIES GROUP TOTAL: $17,706.05 Product Quantity Unit Price Total VLA VMWARE VSPH 6 STANDARD ACCELERATION KIT FOR 6 PROCESSORS (A8941773) 1 $10,045.03 $10,045.03 VLA VMWARE PROD SNS VSPHERE ACCELERATION KIT FOR 6 PROCESSORS FOR 3 YEAR (A8866188) 1 $7,661.02 $7,661.02 *Total Purchase Price: $17,706.05 Product Subtotal: $17,706.05 Tax: $0.00 Shipping & Handling: $0.00 State Environmental Fee: $0.00 Shipping Method: LTL 5 DAY OR LESS (* Amount denoted in $) Order this quote easily online through your Premier page, or if you do not have Premier, using Quote to Order Statement of Conditions The information in this document is believed to be accurate. However, Dell assumes no responsibility for inaccuracies, errors, or omissions, and shall not be liable for direct, indirect, special, incidental, or consequential damages resulting from any such error or omission. Dell is not responsible for pricing or other errors, and reserves the right to cancel orders arising from such errors. Dell may make changes to this proposal including changes or updates to the products and services described, including pricing, without notice or obligation. Terms of Sale This quote is valid for 30 days unless otherwise stated. Unless you have a separate written agreement that specifically applies to this order, your order will be subject to and governed by the following agreements, each of which are incorporated herein by reference and available in hardcopy from Dell at your request: If this purchase is for your internal use only: Dell's Commercial Terms of Sale (www.dell.com/CTS), which incorporate Dell's U.S. Return Policy (www.dell.com/returnpolicy) and Warranty (www.dell.com/warrantyterms). If this purchase is intended for resale: Dell's Reseller Terms of Sale (www.dell.com/resellerterms). If this purchase includes services: in addition to the foregoing applicable terms, Dell's Service Terms (www.dell.com/servicecontracts/global). If this purchase includes software: in addition to the foregoing applicable terms, your use of the software is subject to the license terms accompanying the software, and in the absence of such terms, then use of the Dell-branded application software is subject to the Dell End User License Agreement - Type A (www.dell.com/AEULA) and use of the Dell-branded system software is subject to the Dell End User License Agreement - Type S (www.dell.com/SEULA). You acknowledge having read and agree to be bound by the foregoing applicable terms in their entirety. Any terms and conditions set forth in your purchase order or any other correspondence that are in addition to, inconsistent or in conflict with, the foregoing applicable online terms will be of no force or effect unless specifically agreed to in a writing signed by Dell that expressly references such terms. Additional Terms for Public Customers If you are a department, agency, division, or office of any district, state, county or municipal government within the United States ("Public Customer"), the following terms ("Public Customer Terms") apply in addition to the foregoing terms: A. If any portion of the foregoing terms and conditions (or any terms referenced therein) is prohibited by law, such portion shall not apply to you. Notwithstanding anything to the contrary, the End User License Agreements shall take precedence in all conflicts relevant to your use of any software. B. By placing your order, you confirm that (1) you are a contracting officer or other authorized representative of Public Customer with authority to bind the Public Customer to these terms and conditions, and (2) you have read and agree to be bound by these terms and conditions. Pricing, Taxes, and Additional Information All product, pricing, and other information is valid for U.S. customers and U.S. addresses only, and is based on the latest information available and may be subject to change. Dell reserves the right to cancel quotes and orders arising from pricing or other errors. Sales tax on products shipped is based on your "Ship To" address, and for software downloads is based on your "Bill To" address. Please indicate any tax-exempt status on your PO, and fax your exemption certificate, including your Customer Number, to the Dell Tax Department at 800-433-9023. Please ensure that your tax-exemption certificate reflects the correct Dell entity name: Dell Marketing L.P. Note: All tax quoted above is an estimate; final taxes will be listed on the invoice. If you have any questions regarding tax please send an e-mail to Tax_Department@dell.com. For certain products shipped to end-users in California, a State Environmental Fee will be applied to your invoice. Dell encourages customers to dispose of electronic equipment properly. All information supplied to SOUTH SAN FRANCISCO PD for the purpose of this proposal is to be considered confidential information belonging to Dell. About Dell Dell Inc. listens to customers and delivers innovative technology and services they trust and value. Uniquely enabled by its direct business model, Dell is a leading global systems and services company and No. 34 on the Fortune 500. For more information, visit www.dell.com. Privacy Policy Dell respects your privacy. Across our business, around the world, Dell will collect, store, and use customer information only to support and enhance our relationship with your organization, for example, to process your purchase, provide service and support, and share product, service, and company news and offerings with you. Dell does not sell your personal information. For a complete statement of our Global Privacy Policy, please visit dell.com/privacy. City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:16-640,Version:1 Motion to approve the minutes from the meeting of July 13, 2016. City of South San Francisco Printed on 7/21/2016Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:16-614,Version:1 Motion confirming payment registers for July 27, 2016. (Richard Lee, Finance). The payments shown in the attached payment register are accurate and sufficient funds were available for payment (payroll items excluded). Attachment: Payment Register City of South San Francisco Printed on 7/21/2016Page 1 of 1 powered by Legistar™ City of South San Francisco Page 3 of 3207/14/2016Printed on: Payment Listing for City Council Review Payments Issued between 6/30/2016 and 7/13/2016 07/01/2016 VENDOR NAME INVOICE AMOUNT INVOICE DESCRIPTION INVOICE #CHECK # Dept 00 NON EXPENSE ACCT MIRIAM CHANAME REFUND OF DEPOSIT FOR HALL RENTAL 251299903180 500.00 PATRICIA ESQUIVEL REFUND OF DEPOSIT FOR COMPLETED HALL REN 251310903184 350.00 Payments Issued for NON EXPENSE ACCT $850.00 Dept 01 CITY COUNCIL VERIZON WIRELESS CITYWIDE IPHONES & IPADS 2513579765564484 295.03 CITYWIDE IPHONES & IPADS 2513579765564484 2,397.05 Payments Issued for CITY COUNCIL $2,692.08 Dept 02 CITY CLERK VERIZON WIRELESS CITYWIDE IPHONES & IPADS 2513579765564484 129.79 Payments Issued for CITY CLERK $129.79 Dept 05 CITY MANAGER MARIAN LEE EXPENSE REIMBURSEMENT-APA AWARDS GALA 2513226/10/16 30.00 VERIZON WIRELESS CITYWIDE IPHONES & IPADS 2513579765564484 442.58 Payments Issued for CITY MANAGER $472.58 Dept 06 FINANCE DEPARTMENT MAZE & ASSOCIATES PROFESSIONAL SERVICES: CAFR - YEAR END 0 25132419571 14,020.00 VERIZON WIRELESS CITYWIDE IPHONES & IPADS 2513579765564484 93.30 Payments Issued for FINANCE DEPARTMENT $14,113.30 Dept 07 NON-DEPARTMENTAL DELL MARKETING L P EQUIPMENT REPLACEMENT -3 LAPTOPS - FIRE 251305XJXJ9J6C2 3,443.53 Payments Issued for NON-DEPARTMENTAL $3,443.53 Dept 09 HUMAN RESOURCES KEVIN SLEDGE EMPLOYEE REIMB: K SLEDGE - TAKE OUR SONS 25134604/28/2016 204.40 VERIZON WIRELESS CITYWIDE IPHONES & IPADS 2513579765564484 96.09 Payments Issued for HUMAN RESOURCES $300.49 Dept 10 ECONOMIC & COMMUNITY DEVELOPMENT DEPT CDW GOVERNMENT LLC 60" INTERACTIVE TOUCH/DISPLAY SYSTEM- PL 251298DLQ6707 2,302.00 60" INTERACTIVE TOUCH/DISPLAY SYSTEM- PL 251298DLQ6707 2,302.00 City of South San Francisco Page 4 of 3207/14/2016Printed on: Payment Listing for City Council Review Payments Issued between 6/30/2016 and 7/13/2016 07/01/2016 VENDOR NAME INVOICE AMOUNT INVOICE DESCRIPTION INVOICE #CHECK # Dept 10 ECONOMIC & COMMUNITY DEVELOPMENT DEPT CDW GOVERNMENT LLC MICROSOFT PROJECT 2016 LICENSES - ECD 251298DMG8069 3,711.20 KELSO COMMUNICATIONS RELOCATE PHONES/CREDIT CARD MACH-MILLER 251318I2016093 357.50 RELOCATE PHONES/CREDIT CARD MACH-MILLER 251318I2016093 357.50 LAMPHIER-GREGORY OAKMONT MEADOWS 25132010454 4,597.29 VERIZON WIRELESS CITYWIDE IPHONES & IPADS 2513579765564484 159.08 CITYWIDE IPHONES & IPADS 2513579765564484 76.02 CITYWIDE IPHONES & IPADS 2513579765564484 292.42 CITYWIDE IPHONES & IPADS 2513579765564484 266.07 CITYWIDE IPHONES & IPADS 2513579765564484 266.07 CITYWIDE IPHONES & IPADS 2513579765564484 266.07 Payments Issued for ECONOMIC & COMMUNITY DEVELOPMENT DEPT $14,953.22 Dept 11 FIRE DEPARTMENT AIRGAS NCN INC OPERATING SUPPLIES 2512799052662706 303.83 OPERATING SUPPLIES 2512799052662707 134.27 ARAMARK UNIFORM SERVICES CONTRACTUAL SERVICES 251281757449744 51.00 BOUND TREE MEDICAL LLC OPERATING SUPPLIES 25128882184121 1,136.29 GOLDEN WEST INDUSTRIAL SUPPLY OPERATING SUPPLIES 2513132076013 367.90 KELSO COMMUNICATIONS RELOCATE PHONES/CREDIT CARD MACH-MILLER 251318I2016093 55.00 LIFE-ASSIST INC MEDICAL SUPPLIES 251323756036 1,131.28 MEDICAL SUPPLIES 251323756036 594.81 MEDICAL SUPPLIES 251323756846 485.42 MEDICAL SUPPLIES 251323756846 59.58 MEDICAL SUPPLIES 251323756917 893.20 MEDICAL SUPPLIES 251323756917 66.99 OFFICE DEPOT INC STATION 61 SUPPLIES 251330835406865001 246.67 PENINSULA UNIFORMS & EQUIP INC UNIFORMS 251333126457 3,705.36 JUNIOR FIRE ACADEMY SUPPLIES 251333126369 720.33 SCHOOL HOUSE GROCERY OPERATING SUPPLIES 2513417325 45.63 JUNIOR FIRE ACADEMY LUNCH 2513417322 131.79 JUNIOR FIRE ACADEMY LUNCH 2513417321 131.79 SHIFT CALENDARS INC OPERATING SUPPLIES YEARLY SHIFT CALENDAR 25134306282016 589.96 SOUTH CITY LUMBER AND SUPPLY TRAINING SUPPLIES: LUMBER TO CONSTRUCT 251347887506 5,260.36 TRAINING SUPPLIES - BEAMS FOR ROOF 251347887514 1,547.00 STRYKER SALES CORPORTION R61 GURNEY RETROFIT 2513504989721 DM 2,381.46 City of South San Francisco Page 5 of 3207/14/2016Printed on: Payment Listing for City Council Review Payments Issued between 6/30/2016 and 7/13/2016 07/01/2016 VENDOR NAME INVOICE AMOUNT INVOICE DESCRIPTION INVOICE #CHECK # Dept 11 FIRE DEPARTMENT STRYKER SALES CORPORTION R63 GURNEY RETROFIT 2513504989738 2,381.46 U S BANK CORP PAYMENT SYSTEM JM - STATION 61 REPAIR 251354cc327806 650.00 VERIZON WIRELESS CITYWIDE IPHONES & IPADS 2513579765564484 488.16 CITYWIDE IPHONES & IPADS 2513579765564484 456.12 CITYWIDE IPHONES & IPADS 2513579765564484 636.24 CITYWIDE IPHONES & IPADS 2513579765564484 4.42 CITYWIDE IPHONES & IPADS 2513579765564484 30.94 CITYWIDE IPHONES & IPADS 2513579765564484 285.36 CITYWIDE IPHONES & IPADS 2513579765564484 107.54 CITYWIDE IPHONES & IPADS 2513579765564484 65.07 CITYWIDE IPHONES & IPADS 2513579765564484 762.50 CITYWIDE IPHONES & IPADS 2513579765564484 129.79 ZOLL MEDICAL CORPORATION OPERATING SUPPLIES 2513612380108 1,234.17 Payments Issued for FIRE DEPARTMENT $27,271.69 Dept 12 POLICE DEPARTMENT BOB JR'S TOWING INC TIRE CHANGE 25128626369 85.00 COMFORT INN & SUITES SFO NORTH HOTEL CHARGES FOR OPERATION SURVEILLANCE 25130327595492 156.95 HOTEL CHARGES FOR OPERATION SURVEILLANCE 25130327595489 156.95 HOTEL CHARGES FOR OPERATION SURVEILLANCE 25130327595496 156.95 KSM PRINTING 1000 MARSY CARDS - ENGLISH 25131925361 131.40 SAN MATEO MEDICAL CENTER MEDICAL EXAM 2513391233 700.00 U S BANK CORP PAYMENT SYSTEM JA - MEAL EXPENSE WHILE IN DC 251354cc328252 20.43 MS - CAR SERVICE FOR CHIEF WHILE IN DC 251354CC328254 108.30 MS - 2500 MAGNETIC CARDS 251354CC328255 314.33 VERIZON WIRELESS CITYWIDE IPHONES & IPADS 2513579765564484 1,083.57 CITYWIDE IPHONES & IPADS 2513579765564484 76.24 CITYWIDE IPHONES & IPADS 2513579765564484 380.10 CITYWIDE IPHONES & IPADS 2513579765564484 76.02 CITYWIDE IPHONES & IPADS 2513579765564484 91.78 Payments Issued for POLICE DEPARTMENT $3,538.02 Dept 13 PUBLIC WORKS ARAMARK UNIFORM SERVICES WEEKLY UNIFORM SERVICE 251281757449725 99.30 WEEKLY UNIFORM SERVICE 251281757449726 187.10 City of South San Francisco Page 6 of 3207/14/2016Printed on: Payment Listing for City Council Review Payments Issued between 6/30/2016 and 7/13/2016 07/01/2016 VENDOR NAME INVOICE AMOUNT INVOICE DESCRIPTION INVOICE #CHECK # Dept 13 PUBLIC WORKS BROADMOOR LUMBER & PLYWOOD CO SIDEWALKS - OPERATING SUPPLIES 25128939158 219.53 BUCKLES-SMITH ELECTRIC CO MAINTENANCE SUPPLIES 2512901493290-00 1,418.40 C H BULL CO STREET MAINTENANCE OPERATING SUPPLIES 2512911193458 7,030.50 STREET MAINTENANCE OPERATING SUPPLIES 2512911193459 4,790.55 CDW GOVERNMENT LLC MS OFFICE PRO PLUS 2016 - LICENSES 251298DLX8551 1,003.68 COLE-PARMER INSTRUMENT COMPANY MAINTENANCE SUPPLIES 2513029649226 124.32 DIGITAL ENGINEERING SYST CORP ENGINEERING PLOTTER MAINTENANCE 25130652376 608.00 SOLUTIONS, INC. 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PARK 251373903729 12.40 REFUND OF DEPOSIT FOR COMPLETED HALL REN 251373903876 350.00 BROADMOOR LUMBER & PLYWOOD CO WESTBOROUGH MEDIAN RENOVATION 25137439146 210.24 WESTBOROUGH MEDIAN RENOVATION 25137439134 210.24 WESTBOROUGH MEDIAN RENOVATION 25137439137 157.68 WESTBOROUGH MEDIAN 25137439145 367.92 WESTBOROUGH MEDIAN RENOVATION 25137439133 157.68 WESTBROUGH MEDIAN RENOVATION 25137439126 210.24 PARKS MAINT. SUPPLIES 25137439184 45.99 BSN SPORTS, INC SPORTS SUPPLES FOR SPORTS PROGRAMS 25137698012165 542.14 COMCAST CABLE COMMUNICATION IN MONTHLY CABLE BILL FOR TERRABAY REC. 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GRAINGER INC.MOWING CREW SUPPLIES 2514589144763456 187.54 Payments Issued for PARKS & RECREATION DEPARTMENT $47,161.55 Dept 21 NON-DEPARTMENTAL CHL CONSTRUCTION CO ENCROACH DEPOSIT, 307 GRAND AVE.251383E16-0281 400.00 GIMBAL'S FINE CANDIES ENCROACH DEPOSIT, 250 HILLSIDE BLVD.251402E16-0312 700.00 Payments Issued for NON-DEPARTMENTAL $1,100.00 Dept 27 NON-DEPARTMENTAL DEARREADER.COM LLC ONE YEAR SUBSCRIPTION: ONLINE BOOK CLUBS 2513904508 475.00 PENINSULA YELLOW CAB DOWNTOWN DASHERS 5/1-5/31/16 25142605/31/2016 150.00 SOUTH CITY BAND GUILD COMMUNITY OUTREACH- SOUTH CITY BAND GUIL 251435SSF BAND GUILD 150.00 SSFPD- POLICE EXPLORERS COMMUNITY OUTREACH- SSFPD POLICE EXPLORE 251442SSFPD 150.00 U S BANK CORP PAYMENT SYSTEM RA- COMMUNITY OUTREACH 2016 MEMORIAL DAY 251452CC327711 136.99 Payments Issued for NON-DEPARTMENTAL $1,061.99 Dept 99 CIP PLEASANTON ENGINEERING CONTRS CONSTRUCTION, POLICE BLDG ENTRANCE RAMP 2514272 8,075.00 CONSTRUCTION, POLICE BLDG ENTRANCE RAMP 2514273 7,885.00 Payments Issued for CIP $15,960.00 Payments Made on 7/6/2016 $1,285,858.69 City of South San Francisco Page 21 of 3207/14/2016Printed on: Payment Listing for City Council Review Payments Issued between 6/30/2016 and 7/13/2016 07/08/2016 VENDOR NAME INVOICE AMOUNT INVOICE DESCRIPTION INVOICE #CHECK # Dept 00 NON EXPENSE ACCT NOEL CECCARELLI REFUND OF SUMMER CAMP 251476903357 33.00 DIV. 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DEPARTMENT- NEWS EXPOSURE 25150456618 370.00 SISTER CITIES INTERNATIONAL SISTER CITIES INTERNATIONAL MEMBERSHIP 25151720160519001978 765.00 Payments Issued for CITY MANAGER $14,997.31 Dept 07 NON-DEPARTMENTAL ABAG PLAN CORPORATION ABAG DUES: FY 16-17 2514621055834 13,440.00 AT&T MONTHLY PHONE SERVICE 2514672312513120304 70.05 MONTHLY PHONE SERVICE 2514672372562154647 248.70 MONTHLY PHONE SERVICE 2514676506161080749 182.34 MONTHLY PHONE SERVICE 2514676508756943097 60.22 MONTHLY PHONE SERVICE 251467C607316063777 400.32 AT&T MONTHLY PHONE SERVICE 251468C607316066777 3,761.29 B&B CUSTOM DESIGNS CITY GIVEAWAYS 25146915542 966.41 CITY GIVEAWAYS 25146915537 1,065.36 CALIFORNIA WATER SERVICE WATER SERVICE 2514723779544444 35,286.45 CLEARLITE TROPHIES LAPEL PINS 25147777900 1,155.23 BLACK BRASS PLATES 25147777895 533.81 COMCAST CABLE COMMUNICATION IN CITY HALL CONFERENCE ROOMS MONTHLY CABLE 2514788155200440045948 51.59 COMPASS TRANSPORTATION TRANSPORTATION SISTER CITY VISIT 251479115385 587.00 City of South San Francisco Page 22 of 3207/14/2016Printed on: Payment Listing for City Council Review Payments Issued between 6/30/2016 and 7/13/2016 07/08/2016 VENDOR NAME INVOICE AMOUNT INVOICE DESCRIPTION INVOICE #CHECK # Dept 07 NON-DEPARTMENTAL COMPASS TRANSPORTATION SISTER CITIES VISIT 251479115386 854.95 SISTER CITIES VISIT 251479115387 769.97 IMPACT TELECOM LD PHONE CHARGES-ACCT 5202925098 251493608488422 134.05 PACIFIC GAS & ELECTRIC COMPANY MONTHLY GAS/ELECTRIC SERVICE 2515065548997000-8 3,196.55 MONTHLY GAS/ELECTRIC SERVICE 2515066152070396-0 28.50 MONTHLY GAS/ELECTRIC SERVICE 2515068923172305-0 31.83 MONTHLY GAS/ELECTRIC SERVICE 2515063635896993-3 65.84 MONTHLY GAS/ELECTRIC SERVICE 2515064575602530-5 2.63 MONTHLY GAS/ELECTRIC SERVICE 2515066035223249-4 195.97 MONTHLY ELECTIC/GAS SERVICE 2515060211654236-2 24.27 MONTHLY ELECTIC/GAS SERVICE 2515060285235090-5 236.90 MONTHLY ELECTIC/GAS SERVICE 2515062500898977-1 56.64 MONTHLY ELECTIC/GAS SERVICE 2515065961515715-9 50.68 MONTHLY ELECTIC/GAS SERVICE 2515066846819681-8 68.73 MONTHLY ELECTIC/GAS SERVICE 2515068701065497-5 75.59 SCHOOL HOUSE GROCERY MEASRUE W TOWN HALL EVENT 2515167288 2,176.31 SUSTAINABLE SAN MATEO COUNTY CONTRIBUTION FOR INDICATORS FOR A SUSTAI 251522061316 4,000.00 TRISTAR RISK MANAGEMENT LOSS REPLENISHMENT PREFUNDING REQUEST EFT98755 64,857.50 WESCO GRAPHICS, INC MEASURE W TOWN HALL POSTCARD 25153041729 2,505.06 Payments Issued for NON-DEPARTMENTAL $137,140.74 Dept 09 HUMAN RESOURCES DEBORAH GLASSER LABOR RELATION PROFESSIONALS SERVICES LABOR NEGOTIATION 2514832016/6 214.50 PROFESSIONAL SERVICES-LABOR RELATIONS 2514832016/5 412.50 THE E GROUP, LLC UNEMPLOYMENT CLAIMS ADMINISTRATION SVC F 25152510629 500.00 Payments Issued for HUMAN RESOURCES $1,127.00 Dept 10 ECONOMIC & COMMUNITY DEVELOPMENT DEPT ART'S PENINSULA LOCKSMITH OFFICE KEYS FOR ECD STAFF 251466443725 81.75 EXPERTISE OFFICE INSTALLATION ANNEX RENOVATION MOVE IN FROM OFFSITE ST 25148726297 312.50 FEDEX DELIVERY SERVICE-ECD DEPT 2514885-459-82635 27.63 DELIVERY SERVICE FOR ECD 2514885-437-60183 64.36 DELIVERY SERVICE FOR ECD 2514885-430-73537 66.47 SAILESH MEHRA STATEMENT OF EXPENSE, S.MEHRA - BIO 25150106/07/16 373.11 OFFICE DEPOT INC OFFICE SUPPLIES 251505846599698001 197.62 City of South San Francisco Page 23 of 3207/14/2016Printed on: Payment Listing for City Council Review Payments Issued between 6/30/2016 and 7/13/2016 07/08/2016 VENDOR NAME INVOICE AMOUNT INVOICE DESCRIPTION INVOICE #CHECK # Dept 10 ECONOMIC & COMMUNITY DEVELOPMENT DEPT SANDIS CIVIL ENG SURVEYORS PROFESSIONAL SERVICES ENDING MAY 31, 201 2515141605033 6,800.00 DEANNA TALAVERA 2016 BIO CONFERENCE 251523June 2016 199.23 2016 BIO CONFERENCE 251523June 2016 56.97 TEAMCALIFORNIA ECONOMIC DEV CO MEMERSHIP DUES FOR ALEX GREENWOOD 2515246/21/16 2,500.00 U S BANK CORP PAYMENT SYSTEM RG-MEET THE CONSULTANTS-PARKING 251527cc328411 5.00 RG-PRO FORMA MODELING WITH EXCEL TRAININ 251527cc328412 375.00 RG-2016 BIO CONFERENCE PARKING 251527cc328429 7.00 RG-2016 BIO CONFERENCE 251527cc328451 3.75 RG-2016 BIO CONFERENCE-LUNCH 251527cc328455 10.99 RG-2016 BIO CONFERENCE-DINNER 251527cc328462 19.39 RG-2016 BIO CONFERENCE-LUNCH 251527cc328472 10.25 RG-2016 BIO CONFERENCE-BREAKFAST 251527cc328473 2.50 RG-2016 BIO CONFERENCE-BREAKFAST 251527cc328474 5.75 RG-PROJECT MGMT WORKSHOP 251527cc328475 159.00 RG-2016 BIO CONFERENCE-PARKING 251527cc328477 7.00 AG-MAY MONTHLY NEWSLETTER 251527cc328484 60.00 AG-ADVERTISING FOR MAY 251527cc328485 395.75 AG-2016 BIO CONFERENCE-BREAKFAST 251527cc328486 10.70 AG-2016 BIO CONFERENCE-LUNCH 251527cc328488 38.76 AG-2016 BIO CONFERENCE-CAB 251527cc328491 7.05 AG-2016 BIO CONFERENCE-LUNCH 251527cc328492 66.41 AG-2016 BIO CONFERENCE-CAB 251527cc328493 14.75 AG-2016 BIO CONFERENCE PARKING 251527cc328497 4.50 AG-APA 2016 AWARDS 251527cc328498 86.38 AG-2016 BIO CONFERENCE- PARKING & PACKAG 251527cc328500 338.84 Payments Issued for ECONOMIC & COMMUNITY DEVELOPMENT DEPT $12,308.41 Dept 12 POLICE DEPARTMENT ACTION TOWING AND ROAD SERVICE FLAT TIRE REPAIR 25146344925 45.00 SCOTT CAMPBELL REPLENISH CIB FUNDS FOR UNDERCOVER OPERA 25147306/30/16-CIB 2,639.55 COUNTY OF SAN MATEO SHERIFF'S COYOTE POINT RANGE SERVICE FROM APR-JUN 25148110521 371.00 INTOXIMETERS MOUTH PIECES FOR PRELIM ALCOHOL SCREENIN 251494535897 289.30 JACK NADEL INTERNATIONAL OUTREACH SUPPLIES 251495DS-6415 1,966.03 PENINSULA UNIFORMS & EQUIP INC BADGE PATCHES FOR DEPT STOCK 251507125550 450.72 ADAM PLANK MILEAGE/PARKING FOR MANAGEMENT SCHOOL 25150805/23-06/23/16 AP 195.77 City of South San Francisco Page 24 of 3207/14/2016Printed on: Payment Listing for City Council Review Payments Issued between 6/30/2016 and 7/13/2016 07/08/2016 VENDOR NAME INVOICE AMOUNT INVOICE DESCRIPTION INVOICE #CHECK # Dept 12 POLICE DEPARTMENT ADAM PLANK HOTEL EXPENSE & MEALS FOR TRAINING MANAG 25150806/06-06/08/16 AP 411.61 JULIE ROBERTSON REIMBURSEMENT FOR REFRESHMENTS FOR RIMS 25151106/28-06/30/16 JR 497.73 SAN MATEO COUNTY LAW ENFORCEME RIMS REFRESHER TRAINING- 25 ATTENDEES 25151206/28-06/30/16 2,950.00 REIMBURSEMENT TO SMCLETMA FOR PROPROOM T 25151203/11/2016 750.00 SAN MATEO MEDICAL CENTER MEDICAL EXAMS 2515131247 1,400.00 MEDICAL EXAMS 2515131261 1,400.00 MEDICAL EXAMS 2515131242 700.00 SPRINT NEXTEL CARD DATA PLAN FOR PATROL VEHICLES 05/26 251520441688811-103 119.97 U S BANK CORP PAYMENT SYSTEM LS - 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MAHO 251527CC328607 214.26 Payments Issued for POLICE DEPARTMENT $14,623.14 Dept 13 PUBLIC WORKS CWEA-SF BAY SECTION ELAP SEMINAR- PARTIN, A,, SCHEUBER, M.25148208/24/16 135.00 HD SUPPLY WHITE CAP CONST SIDEWALKS OPERATING SUPPLIES/SANDBAGS 25149250004623668 4,221.40 K-119 OF CALIFORNIA SIDEWALKS OPERATING SUPPLIES 25149665498 1,968.70 SIDEWALKS OPERATING SUPPLIES 25149665491 483.99 STREET MAINTENANCE OPERATING SUPPLIES 25149665490 3,198.30 LOWE'S CREDIT SERVICES SHOP SUPPLIES 251499919052 104.00 STORM MAINTENANCE - OPERATING SUPPLIES 251499902936 217.39 R&B COMPANY STREET MAINTENANCE OPERATING SUPPLIES 251509S1573940.001 905.84 UNIVAR USA INC FY 2015-2016 SODIUM HYPOCHLORITE 251529SJ755154 2,280.34 FY 2015-2016 SODIUM BISULFITE 251529SJ755614 4,477.43 BRANDON WHITELEY BRANDON WHITELEY STIPENED NO. 1 251531BWhiteleyStipend1 1,000.00 Payments Issued for PUBLIC WORKS $18,992.39 Dept 15 LIBRARY DEPARTMENT CAPITAL ONE NATIONAL ASSOC AFTERSCHOOL PROGRAM SNACKS 2514750003-1626 377.48 AFTERSCHOOL PROGRAM SNACKS 2514750003-1626 304.99 AFTERSCHOOL PROGRAM SNACKS 2514750003-1626 66.81 Payments Issued for LIBRARY DEPARTMENT $749.28 Dept 17 PARKS & RECREATION DEPARTMENT A+ LIVESCAN SERVICES LIVE SCAN FINGERPRINTING FEES FOR CHILDC 2514611576 297.00 City of South San Francisco Page 25 of 3207/14/2016Printed on: Payment Listing for City Council Review Payments Issued between 6/30/2016 and 7/13/2016 07/08/2016 VENDOR NAME INVOICE AMOUNT INVOICE DESCRIPTION INVOICE #CHECK # Dept 17 PARKS & RECREATION DEPARTMENT ARAMARK UNIFORM SERVICES PARKS DIVISION UNIFORMS 251464757461319 91.64 B&B CUSTOM DESIGNS SPRING BASKETBALL LEAGUE T-SHIRTS 25146915576 124.61 BROADMOOR LUMBER & PLYWOOD CO PARKS SUPPLIES 25147039198 91.72 BRONSTEIN MUSIC PARTS REPAIR 251471221867 56.57 ALENI CAPAZ EMPLOYEE REIMB FOR ENRICHMENT CAMP SUPPL 2514746/19/16-6/22/16 90.39 COMCAST CABLE COMMUNICATION IN MONTHLY CABLE BILL FOR MAGNOLIA SENIOR C 2514788155 20 044 0216218 62.26 EWING IRRIGATION PRODUCTS INC PARKS MAINT. 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SUPPLIES 251499902102 32.01 SUMMER CAMP ACTIVITY SUPPLIES 251499920469 50.52 PARKS SUPPLIES 251499902463 444.23 PARKS SUPPLIES 251499901294 446.27 LYNGSO GARDEN MATERIALS, INC WESTBOROUGH MEDIAN 251500917478 1,021.94 WESTBOROUGH MEDIAN 251500917611 594.29 WESTBOROUGH MEDIAN 251500917588 1,018.54 WESTBOROUGH MEDIAN 251500917622 341.78 MODENA SEED COMPANY TURF SEED 25150318455 2,219.10 RED WING BRANDS OF AMERICAN IN SAFETY BOOTS- A GONZALEZ 2515102136 240.00 SAVIANO COMPANY INC BRENTWOOD & ELKWOOD PARK RESURFACING 2515157059-1 9,310.00 SMART & FINAL STORES LLC REFRESHMENTS FOR MEETING 251518104367 19.46 SUMMER CAMP SUPPLIES FOR TERRABAY, OMP,251518193289 192.76 SUMMER CAMP SNACK SUPPLIES 251518103579 156.67 SUMMER CAMP STAFF ORIENTATION REFRESHME 251518190596 127.84 REFRESHMENTS FOR SUMMER CAMP STAFF ORIE 251518190600 31.42 SNACK SUPPLIES FOR SUMMER CAMP WEEK 4 AN 251518109428 280.45 MARIA SPREMICH EMPLOYEE REIMB FOR DANCE CAMP SUPPLIES -2515195/31/16-6/15/16 291.47 WILLIAM C STRIDBECK MILEAGE REIMBURSMENT - B. STRIDBECK 2515216/3/16-6/30/16 48.60 UNITED SITE SERVICES OF CA COMMUNITY GARDENS PORTABLE RESTROOM 251528114-4151644 130.48 Payments Issued for PARKS & RECREATION DEPARTMENT $20,264.55 Dept 21 NON-DEPARTMENTAL COTTON, SHIRES & ASSOC INC.PEER REVIEW, 550 GATEWAY BLVD.25148068363 1,325.00 City of South San Francisco Page 26 of 3207/14/2016Printed on: Payment Listing for City Council Review Payments Issued between 6/30/2016 and 7/13/2016 07/08/2016 VENDOR NAME INVOICE AMOUNT INVOICE DESCRIPTION INVOICE #CHECK # Payments Issued for $1,325.00 Dept 99 CIP FEDEX PG&E AGREEMENTS FOR UNDERGROUND UTILITY 2514885-467-03578 25.52 GROUP 4 ARCHITECTURE GRAND AVENUE LIBRARY RENOVATIONS 2514919548 9,327.50 Payments Issued for CIP $9,353.02 Payments Made on 7/8/2016 $310,980.25 City of South San Francisco Page 27 of 3207/14/2016Printed on: Payment Listing for City Council Review Payments Issued between 6/30/2016 and 7/13/2016 07/13/2016 VENDOR NAME INVOICE AMOUNT INVOICE DESCRIPTION INVOICE #CHECK # Dept 00 NON EXPENSE ACCT STATE BOARD OF EQUALIZATION MEASURE W ADMINISTRATIVE/SETUP FEES 251583BE112638 12,401.06 Payments Issued for NON EXPENSE ACCT $12,401.06 Dept 01 CITY COUNCIL RICHARD GARBARINO RICH GARBARINO EXPENSE REIMBURSEMENT 25155005/2016 33.04 RICH GARBARINO EXPENSE REIMBURSEMENT 25155005/2016 328.19 RICH GARBARINO EXPENSE REIMBURSEMENT 25155005/2016 102.60 Payments Issued for CITY COUNCIL $463.83 Dept 02 CITY CLERK U S BANK CORP PAYMENT SYSTEM TB - DELL WIRELESS KEYBOARD/MOUSE - CLER 251589CC328812 25.17 Payments Issued for CITY CLERK $25.17 Dept 05 CITY MANAGER U S BANK CORP PAYMENT SYSTEM CMF- BROWNFIELDS CONFERENCE IN LA 251589CC328615 60.60 CMF- BROWNSFIELDS CONFERENCE 251589CC328618 74.34 CMF- BROWNSFIELDS CONFERENCE IN LA 251589CC328621 12.75 CMF- BROWNSFIELD CONFERENCE 251589CC328623 209.83 CMF- PROGRESS SEMINAR IN MONTERREY 251589CC328625 622.95 Payments Issued for CITY MANAGER $980.47 Dept 06 FINANCE DEPARTMENT STAPLES BUSINESS ADVANTAGE OFFICE SUPPLIES 2515828039972261 437.83 Payments Issued for FINANCE DEPARTMENT $437.83 Dept 07 NON-DEPARTMENTAL ABAG PLAN CORPORATION FY 2016-17 ABAG PLAN PREMIUMS 25153222PREM16.17 1,018,320.00 C/CAG FY16-17 ANNUAL MEMBER ASSESSMENTS 25153819112 222,292.00 CALIFORNIA WATER SERVICE CO MONTHLY WATER SERVICE 2515390165444444 265.75 MONTHLY WATER SERVICE 2515393194444444 32.37 MONTHLY WATER SERVICE 2515399639955148 38.16 MONTHLY WATER SERVICE 2515392432384014 36.96 MONTHLY WATER SERVICE 2515393310807997 38.16 MONTHLY WATER SERVICE 2515395187444444 194.11 PACIFIC GAS & ELECTRIC COMPANY MONTHLY GAS/ELECTRIC SERVICE 2515692814692974-1 73.05 City of South San Francisco Page 28 of 3207/14/2016Printed on: Payment Listing for City Council Review Payments Issued between 6/30/2016 and 7/13/2016 07/13/2016 VENDOR NAME INVOICE AMOUNT INVOICE DESCRIPTION INVOICE #CHECK # Dept 07 NON-DEPARTMENTAL PACIFIC GAS & ELECTRIC COMPANY MONTHLY GAS/ELECTRIC SERVICE 2515695177240092-8 390.61 MONTHLY GAS/ELECTRIC SERVICE 2515695534400076-9 22.31 MONTHLY GAS/ELECTRIC SERVICE 2515697785237739-7 129.72 MONTHLY GAS/ELECTRIC SERVICE 2515690379629797-0 83.96 MONTHLY GAS/ELECTRIC SERVICE 2515698833422500-5 4.53 MONTHLY GAS/ELECTRIC SERVICE 2515693084158901-0 32.78 PACIFIC GAS & ELECTRIC COMPANY GAS/ELECTRIC SERVICE 2515705616338496-1 98,024.04 TRISTAR RISK MANAGEMENT WORKERS' COMPENSATION LOSSES PAID EFT98777 65,140.85 Payments Issued for NON-DEPARTMENTAL $1,405,119.36 Dept 11 FIRE DEPARTMENT ADVANCED BUSINESS FORMS OPERATING SUPPLIES 25153330108 67.46 L N CURTIS & SONS FIRE PERSONAL PROTECTIVE CLOTHING PANTS/25155526879 11,903.17 FIRE PERSONAL PROTECTIVE CLOTHING PANTS/25155526879 34,584.59 U S BANK CORP PAYMENT SYSTEM DC-SERV-U GATEWAY MAINT. LICENSE - 1 YR 251589CC328821 995.00 Payments Issued for FIRE DEPARTMENT $47,550.22 Dept 12 POLICE DEPARTMENT SOUTH BAY REGIONAL PUBLIC SAFE SUPERVISORY COURSE FOR O'CONNOR/DELO SAN 251580216568 500.00 Payments Issued for POLICE DEPARTMENT $500.00 Dept 13 PUBLIC WORKS CWEA SPECIALTY CONFERENCES CWEA MEMBERSHIP - MICHAEL FANG 251546328684 172.00 CWEA MEMBERSHIP - PAUL RUBINO 251546328688 172.00 DELL MARKETING L P DELL 23" MONITOR - WQCP 251548XJXT47DD9 612.83 3 EA DELL COMPUTERS FOR WQCP 251548XJXTF7817 2,570.14 DELL 30" MONITOR - WQCP 251548XJXTM3199 1,065.30 OFFICE DEPOT INC OFFICE SUPPLIES FOR ENGINEERING 251566847783203001 7.98 OFFICE SUPPLIES FOR ENGINEERING 251566847783202001 111.05 SANDIS CIVIL ENG SURVEYORS ON CALL SERVICES FOR SURVEYING, MAPPING,2515761605031 8,850.00 THE SWENSON GROUP, INC.STAPLES FOR PLANNING COPIER 251585185121 175.20 Payments Issued for PUBLIC WORKS $13,736.50 Dept 15 LIBRARY DEPARTMENT BAKER & TAYLOR INC BOOKS - LW 2515354011638074 3.08 City of South San Francisco Page 29 of 3207/14/2016Printed on: Payment Listing for City Council Review Payments Issued between 6/30/2016 and 7/13/2016 07/13/2016 VENDOR NAME INVOICE AMOUNT INVOICE DESCRIPTION INVOICE #CHECK # Dept 15 LIBRARY DEPARTMENT BAKER & TAYLOR INC BOOKS 2515354011638383 170.22 BOOKS 2515354011640527 267.88 ANISSA MALADY PROGRAM SUPPLY REIMBURSMENT 2515596/21/16 36.93 MASE GROUP LLC DVD LABELING SERVICE 25156000039A 1,300.50 MIDWEST TAPE A/V 25156194106737 883.98 ELIA MORENO PETTY CASH REIMBURSEMENT 2515625/13/16-6/30/16 39.40 PETTY CASH REIMBURSEMENT 2515625/13/16-6/30/16 22.81 PETTY CASH REIMBURSEMENT 2515625/13/16-6/30/16 35.22 PETTY CASH REIMBURSEMENT 2515625/13/16-6/30/16 17.10 PETTY CASH REIMBURSEMENT 2515625/13/16-6/30/16 6.98 PETTY CASH REIMBURSEMENT 2515625/13/16-6/30/16 11.00 PETTY CASH REIMBURSEMENT 2515625/13/16-6/30/16 19.34 PETTY CASH REIMBURSEMENT 2515625/13/16-6/30/16 47.09 PETTY CASH REIMBURSEMENT 2515625/13/16-6/30/16 42.43 PETTY CASH REIMBURSEMENT 2515625/13/16-6/30/16 17.48 PETTY CASH REIMBURSEMENT 2515625/13/16-6/30/16 11.00 PETTY CASH REIMBURSEMENT 2515625/13/16-6/30/16 18.80 PETTY CASH REIMBURSEMENT 2515625/13/16-6/30/16 39.96 PETTY CASH REIMBURSEMENT 2515625/13/16-6/30/16 35.04 PETTY CASH REIMBURSEMENT 2515625/13/16-6/30/16 14.13 PETTY CASH REIMBURSEMENT 2515625/13/16-6/30/16 4.98 PETTY CASH REIMBURSEMENT 2515625/13/16-6/30/16 10.90 PETTY CASH REIMBURSEMENT 2515625/13/16-6/30/16 7.29 PETTY CASH REIMBURSEMENT 2515625/13/16-6/30/16 37.42 OCLC WESTERN CATALOGING SUBSCRIPTION 2515650000470724 454.21 RECORDED BOOKS, INC.A/V 25157275343496 43.60 A/V 25157275343840 32.69 A/V 25157275351335 43.60 A/V 25157275351357 38.15 A/V 25157275351795 32.69 A/V 25157275351979 32.69 A/V 25157275357916 215.82 A/V 25157275360685 38.15 A/V 25157275357838 215.82 A/V 25157275361501 65.39 City of South San Francisco Page 30 of 3207/14/2016Printed on: Payment Listing for City Council Review Payments Issued between 6/30/2016 and 7/13/2016 07/13/2016 VENDOR NAME INVOICE AMOUNT INVOICE DESCRIPTION INVOICE #CHECK # Dept 15 LIBRARY DEPARTMENT REGIONAL GOVERNMENT SRVC AUTH CONTRACT SERVICES BY CAROL SIMMONS 2515736115 4,960.00 SHAWNTE SANTOS PROGRAM SUPPLY REIMBURSEMENT- SHAWNTE SA 2515776/21/16 39.99 SCHOLASTIC CORPORATION BOOKS 25157812897181 790.12 THE GALE GROUP, INC BOOKS 25158458254875 103.63 BOOKS 25158458278464 50.95 U S BANK CORP PAYMENT SYSTEM AE- OFFICE SUPPLIES 251589CC328651 15.40 AE- OPERATING SUPPLIES 251589CC328652 61.03 AE- OFFICE SUPPLIES 251589CC328653 26.98 AE- SAN FRANCISCO CHRONICLE RENEWAL 251589CC328654 59.99 AE- FACEBOOK ADVERTISEMENT 251589CC328655 114.83 AE- OFFICESUPPLIES 251589CC328656 104.89 AE- OPERATING SUPPLIES 251589CC328657 30.34 AE- OFFICE SUPPLIES 251589CC328658 3.00 AE- OFFICE SUPPLIES 251589CC328659 1.01 AE- OPERATING SUPPLIES 251589CC328660 31.58 AE- NY TIMES RENEWAL 251589CC328661 14.99 Payments Issued for LIBRARY DEPARTMENT $10,722.50 Dept 16 INFORMATION TECHNOLOGY DEPARTMENT CDW GOVERNMENT LLC MS OFFICE PRO PLUS 2016 LICENSE 251540DMG8087 1,338.24 ROBERT CEBALLOS REIMBURSEMENT FOR CITY PURCHASE 25154106/06/16 109.10 DELL MARKETING L P 2 EA REPLACEMENT SERVERS 251548XJXRKM5P5 4,437.34 LUSTRE-CAL NAMEPLATE CORP ASSET LABELS - ITD 251558031089 359.40 U S BANK CORP PAYMENT SYSTEM TB-ARUBA WIRELESS ACCESS POINT-BUILDING 251589CC328813 684.46 TB-SECURITY MONTHLY RENEWAL - NINITE 251589CC328817 95.00 DC- ISA ORAL PANEL REFRESHMENTS - ITD 251589CC328822 26.75 DC-RENEWAL OF INTRANET HOME PAGE PHOTO C 251589CC328826 27.19 DC-RENEWAL OF INTRANET HOME PAGE PHOTO C 251589CC328826 5.00 DC-TELEPHONE PLUG ADAPTER/SPLITTER - IT 251589CC328827 32.75 Payments Issued for INFORMATION TECHNOLOGY DEPARTMENT $7,115.23 Dept 17 PARKS & RECREATION DEPARTMENT ARAMARK UNIFORM SERVICES PARKS DIVISION UNIFORMS 251534757472927 141.64 APRIL BOLOS REFUND OF DEPOSIT FOR USE OF WEST PARK S 251536904448 200.00 C&L SPORTING GOODS TENNIS BALLS FOR SPORTS PROGRAMS 25153762516 91.21 City of South San Francisco Page 31 of 3207/14/2016Printed on: Payment Listing for City Council Review Payments Issued between 6/30/2016 and 7/13/2016 07/13/2016 VENDOR NAME INVOICE AMOUNT INVOICE DESCRIPTION INVOICE #CHECK # Dept 17 PARKS & RECREATION DEPARTMENT COLE SUPPLY COMPANY, INC.CUSTODIAL SUPPLIES 251544114139 3,210.44 CUSTODIAL SUPPLIES 251544113614 816.66 JOSE ESTRADA DMV CLASS B PERMIT FEE 2515497/7/16 73.00 KELLY-MOORE PAINT CO INC PAINT SUPPLIES FOR TERRA BAY 2515541102-00000506465 313.37 PAINT SUPPLIES FOR TERRA BAY 2515541102-00000506860 352.68 PAINT FOR OMP BLEACHERS 2515541102-00000510300 196.39 LIFE-ASSIST INC PPE SUPPLY 251556758210 267.70 PPE SUPPLY 251556758210 20.08 LORAL HORTICULTURAL SERVICES SELLICK PARK TREE WORK 2515574434 4,755.00 BRENTWOOD PARK TREE WORK 2515574435 6,884.00 ORANGE PARK TREE WORK 2515574436 35,571.00 NORTH COUNTY RECREATION LEAGUE NCRL 2015-2016 LEAGUE FEES 2515632015-07 400.00 OTIS ELEVATOR COMPANY ELEVATOR MAINT.251568SJ05429716 5,416.02 SOUTH CITY LUMBER AND SUPPLY PARKS SUPPLIES 251581891444 24.08 PARKS SUPPLIES 251581891560 17.26 OMP SUPPLIES 251581891561 30.25 OMP SOFTBALL BLEACHERS 251581891699 115.28 OMP BLEACHERS 251581891761 21.06 MAINT SUPPLIES 251581890507 6.01 MAINT SUPPLIES 251581882397 45.02 PARKS MAINT.251581892010 67.33 STAPLES BUSINESS ADVANTAGE OFFICE SUPPLIES FOR MSB ADMIN OFFICE AND 2515828039972169 574.20 OFFICE SUPPLIES FOR MSB ADMIN OFFICE AND 2515828039972169 510.01 THE SWENSON GROUP, INC.MONTHLY RENTAL & COPY CHGS - SENIOR CENT 251585184752 224.96 FIONA TRUONG REFUND OF DEPOSIT FOR USE OF ORANGE PARK 251587904450 200.00 U S BANK CORP PAYMENT SYSTEM DC-IPHONE 6S CASE - PUBLIC WORKS 251589CC328823 48.16 LP - PURCHASE CHARGED INCORRECTLY TO CI 251589CC328861 178.73 LP - WEBINAR FOR ACTIVITY GUIDE 251589CC328871 89.00 LP - LAMINATING POUCHES FOR FLYERS AND P 251589CC328875 134.44 LP - SNACKS FOR SPRING BALLET RECITAL 251589CC328877 228.19 LP - FLOWERS FOR SPRING BALLET RECITAL 251589CC328885 59.95 UNITED SITE SERVICES OF CA PORTABLE RESTROOMS @ PONDEROSA 251590114-4166782 99.17 PORTABLE RESTROOMS @ PARADISE VALLEY 251590114-4166783 99.17 Payments Issued for PARKS & RECREATION DEPARTMENT $61,481.46 City of South San Francisco Page 32 of 3207/14/2016Printed on: Payment Listing for City Council Review Payments Issued between 6/30/2016 and 7/13/2016 07/13/2016 VENDOR NAME INVOICE AMOUNT INVOICE DESCRIPTION INVOICE #CHECK # Dept 21 NON-DEPARTMENTAL CHASE ROOTER & PLUMBING ENCROACH DEPOSIT, 157 LACROSSE AVE.251542E16-0319 400.00 CITY OF BURLINGAME BID ASSESSMENTS PASS THROUGH 2515432ND QTR 2016 33,638.40 ROBERTO RAMIREZ ENCROACH DEPOSIT, 339 VALENCIA DR.251571E16-0174 200.00 ROTO-ROOTER SERVICE CO ENCROACH DEPOSIT, 249 FERNDALE AVE.251574E16-0311 400.00 S C PLUMBING ENCROACH DEPOSIT, 133 SOUTHWOOD CTR 251575E16-0074 500.00 BENNY TSUI ENCROACH DEPOSIT, 531 LASSEN ST.251588E15-0352 400.00 WHISTLE PLUMBING ENCROACH DEPOSIT, 617 DEL MONTE AVE.251591E16-0306 500.00 ENCROACH DEPOSIT, 334 HOLLY AVE.251591E16-0308 500.00 Payments Issued for NON-DEPARTMENTAL $36,538.40 Dept 27 NON-DEPARTMENTAL DELL MARKETING L P LAPTOP COMPUTER - POLICE DEPT 251548XJXMCWNN4 737.78 JOSEPH HUNZIKER CASH ADVANCE SENIOR SVC AND SUPPLIES 2515537/13/16 Cash Advance 500.00 ELIA MORENO PETTY CASH REIMBURSEMENT 2515625/13/16-6/30/16 20.69 Payments Issued for NON-DEPARTMENTAL $1,258.47 Dept 99 CIP COLUMBIA ELECTRIC, INC.CONSTRUCTION, EVERGREEN/MISSION TRAFFIC 2515454 25,238.56 GRANITEROCK COMPANY CONSTRUCTION, 2015 STREET REHAB PROJECT 251552973199 1,114,238.08 Payments Issued for CIP $1,139,476.64 Payments Made on 7/13/2016 $2,737,807.14 Total CITY PAYMENTS $4,554,257.68 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:16-599,Version:1 Report regarding a resolution authorizing the acceptance of $25,000 in grant funding from the Woodlawn Foundation to support the Community Learning Center’s after-school homework programs and amending the Library Department’s FY2016-2017 Operating Budget.(Valerie Sommer, Library Director) RECOMMENDATION It is recommended that the City Council adopt a resolution accepting grant funding in the amount of $25,000 from The Woodlawn Foundation to support the Community Learning Center’s after-school homework programs and amending the Library Department’s 2016-2017 operating budget. BACKGROUND/DISCUSSION The Woodlawn Foundation has awarded $25,000 in grant funding to support the Community Learning Center’s (CLC)after-school homework programs.CLC offers free after-school academic support for children attending school or living in South San Francisco.Many children in the program come from households where parents work multiple jobs and/or have language or literacy challenges.The after-school programs consist of two sections:Start Now for kindergarten to second grade children and their parents,and Homework Club for children in third to fifth grades. Both programs aim to promote the successful completion of homework,a critical need identified by both teachers and parents.CLC meets with parents and hosts family education workshops focusing on math,reading, and healthy living to support learning at home.In addition to homework assistance,the programs offer dynamic learning clubs featuring enrichment activities such as art and music.Science,Technology,Engineering,and Math (STEM) activities are also provided throughout the school year. FUNDING Grant funds will be used to amend the Library Department’s current FY2016-2017 Operating Budget.Funds not expended in FY2016-2017 will be carried over into FY2017-2018.Receipt of these funds does not commit the City beyond what is allowed by the grant. CONCLUSION Receipt of these funds will support the Community Learning Center’s after-school homework programs for children attending school or living in South San Francisco.It is recommended that the City Council accept $25,000 in grant funding and amend the Library Department’s FY2016-2017 Operating Budget. City of South San Francisco Printed on 7/21/2016Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:16-600,Version:1 Resolution authorizing the acceptance of $25,000 in grant funding from the Woodlawn Foundation to support the Community Learning Center’s after-school homework programs and amending the Library Department’s FY 2016-2017 Operating Budget. WHEREAS,the City of South San Francisco (“City”)Library Department established the Community Learning Center to assist adults and their families in reaching educational goals; and WHEREAS,the Woodlawn Foundation awarded a grant to the City in the amount of $25,000 to fund after-school homework programs at the Community Learning Center; and WHEREAS,the homework programs promote the successful completion of homework,host family education workshops, and provide art, music, science, technology, engineering and math activities; and WHEREAS,staff recommends the acceptance of grant funding in the amount of $25,000 from the Woodlawn Foundation to support the Community Learning Center after-school homework programs; and WHEREAS,the foregoing grant funds will be used to amend the FY 2016-2017 Operating Budget of the Library Department. NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby accepts $25,000 in grant funding from the Woodlawn Foundation and amends the Library Department’s FY 2016-2017 Operating Budget in order to reflect an increase of $25,000. ***** City of South San Francisco Printed on 9/22/2016Page 1 of 1 powered by Legistar™ ..Title Resolution authorizing the acceptance of $25,000 in grant funding from the Woodlawn Foundation to support the Community Learning Center’s after-school homework programs and amending the Library Department’s FY2016-2017 Operating Budget. ..body WHEREAS, the City of South San Francisco (“City”) Library Department established the Community Learning Center to assist adults and their families in reaching educational goals; and WHEREAS, the Woodlawn Foundationawarded a grant to the City in the amount of $25,000 to fund after-school homework programs at the Community Learning Center; and WHEREAS, the homework programs promote the successful completion of homework, host family education workshops, and provide art, music, science, technology, engineering and math activities; and WHEREAS, staff recommends the acceptance of grant funding in the amount of $25,000 from the Woodlawn Foundation to support the Community Learning Center after-school homework programs; and WHEREAS, the foregoing grant funds will be used to amend the FY2016-2017Operating Budget of the Library Department. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby accepts$25,000 in grant funding from the Woodlawn Foundation and amends the Library Department’s FY2016-2017 Operating Budget in order to reflect an increase of $25,000. City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:16-623,Version:1 Report regarding motion to waive reading and adopt an Ordinance to amend Section 2.60.050 (“Meetings”)of the South San Francisco Municipal Code to change the regular meeting time for the Parks and Recreation Commission from the fourth Thursday in the month to the third Tuesday in the month.(Sharon Ranals, Director of Parks and Recreation) RECOMMENDATION It is recommended that the City Council waive reading and adopt an Ordinance to amend Section 2.60.050 (“Meetings”)of the South San Francisco Municipal Code to change the regular meeting date of the Parks and Recreation Commission. BACKGROUND/DISCUSSION The City Council previously waived reading and introduced the following ordinance.The ordinance is now ready for adoption. ORDINANCE AMENDING SECTION 2.60.050 OF THE SOUTH SAN FRANCISCO MUNICIPAL CODE TO CHANGE THE REGULAR MEETING TIME FOR THE PARKS AND RECREATION COMMISSION FROM THE FOURTH THURSDAY IN THE MONTH TO THE THIRD TUESDAY OF THE MONTH. FUNDING Approval of this ordinance will not impact the City’s current level funding. CONCLUSION The proposed change to the Municipal Code will allow the Parks and Recreation Commission to hold its regular meeting on the third Tuesday of every month. (Introduced on 7/13/16; Vote 5 - 0) City of South San Francisco Printed on 7/21/2016Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:16-624,Version:1 Ordinance amending Section 2.60.050 of the South San Francisco Municipal Code to change the regular meeting time for the Parks and Recreation Commission from the fourth Thursday in the month to the third Tuesday of the month. WHEREAS,Chapter 2.60 of the South San Francisco Municipal Code (“Municipal Code”)establishes the South San Francisco Parks and Recreation Commission and sets forth the rules and regulations regarding the Commission; and WHEREAS,City Staff and the Parks and Recreation Commission recommend that the City Council adopt the proposed ordinance to change the meeting date from the fourth Thursday of every month to the third Tuesday of every month. NOW THEREFORE, the City Council of the City of South San Francisco does hereby ordain as follows: SECTION 1. AMENDMENT The City Council hereby amends subsection (a)of Section 2.60.050 of the South San Francisco Municipal Code to read as follows.Section and subsections that are not amended by this Ordinance are not included below, and shall remain in full force and effect. 2.60.050 Meetings. (a)The commission shall meet on the third Tuesday of each month at seven p.m.in the community room at the Municipal Services Building,33 Arroyo Drive,South San Francisco,California,except that in case of necessity or emergency the chairman or four commissioners may designate an alternate meeting place within the corporate limits of the city.Legal notice of an emergency meeting shall be given at least twenty-four hours prior to the time of the meeting.If a meeting is set for the regular meeting place of the commission,or duly noticed for an alternate meeting place,and because of necessity or emergency the commission is required to meet in another place within the corporate limits of the city,then the secretary shall appear at the regular or alternate meeting place,whichever is the case,at the time set for the meeting,and publicly announce the new meeting place and post a notice of same on the door of the regular meeting place.Notices of all meetings, except regular meetings,shall be served on each commissioner and to each person who has requested notice in writing of such meetings,at least twenty-four hours prior to the time specified for the proposed meeting. Notices shall comply with Government Code Section 54950,et seq.,also referred to as the Ralph M.Brown Act. SECTION 2.SEVERABILITY If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid or unconstitutional,the remainder of this Ordinance,including the application of such part or provision to other persons or circumstances shall not be affected thereby and shall continue in full force and effect.To this end, City of South San Francisco Printed on 8/1/2016Page 1 of 2 powered by Legistar™ File #:16-624,Version:1 persons or circumstances shall not be affected thereby and shall continue in full force and effect.To this end, provisions of this Ordinance are severable.The City Council of the City of South San Francisco hereby declares that it would have passed each section,subsection,subdivision,paragraph,sentence,clause,or phrase hereof irrespective of the fact that any one or more sections,subsections,subdivisions,paragraphs,sentences, clauses, or phrases be held unconstitutional, invalid, or unenforceable. SECTION 3.PUBLICATION AND EFFECTIVE DATE This Ordinance shall be published once,with the names of those City Councilmembers voting for or against it, in the San Mateo Times,a newspaper of general circulation in the City of South San Francisco,as required by law, and shall become effective thirty (30) days from and after its adoption. ***** City of South San Francisco Printed on 8/1/2016Page 2 of 2 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:16-604,Version:1 A report regarding a resolution approving a sublease agreement with Cool Tea Bar,LLC for the commercial space at 630 El Camino Real and authorizing the City Manager to execute said agreement.(Ron Gerber,ECD Manager) RECOMMENDATION It is recommended that the City Council adopt a resolution approving a sublease agreement with Cool Tea Bar,LLC for the commercial space at 630 El Camino Real and authorizing the City Manager to execute said agreement BACKGROUND/DISCUSSION The City of South San Francisco’s (“City”)1,600 square foot leasehold space at 630 El Camino is vacant and two potential tenants have expressed interest.The item for Council’s consideration is approval of a sublease agreement and a recommendation regarding the selection of a new tenant to fill the vacant space. On July 23,2014,the City Council authorized the City Manager to enter into a sublease agreement (“Existing Sublease”)with Sumita and Linda Saha to open a café at 630 El Camino Real,Suite A.The business operated from November 2014 through May 2016.On May 13,2016,the tenant vacated the unit,returned keys,and removed furniture. In March 2016,staff instructed SC Properties,the City’s property manager,to advertise for a new tenant for 630 El Camino Real.At that time,SC Properties prepared marketing material and advertised for two units at 636 El Camino Real utilizing standard real estate advertising resources.For example,the SC Properties advertised the units on the “Loopnet”real estate website,placed “for lease”signs on the building,and called retail businesses known to be expanding. Staff also informed local realtors that the units were available to lease. In June,the property manager received two formal proposals to lease 630 El Camino Real from Cool Tea Bar, LLC (“Cool Tea Bar”)and Antigua.Staff and SC Properties reviewed the proposal packages from the two potential tenants. Both proposals were evaluated on the following criteria: 1.Financial information 2.Proposed rent and tenant improvement credit 3.The strength of their credit and capital resources 4.The business plan and concepts to build a customer base 5.Type of business (start-up, independent or chain) 6.Potential ability to succeed in the unit 7.Potential fit with the neighboring community and existing retail mix Cool Tea Bar is a growing independent business that currently operates four stores in San Francisco and Sacramento.They focus on preparation of natural,fresh,and healthy tea-based drinks that are popular in the San Francisco Bay area.If City Council approves the tenancy,this location would be the company’s first store City of South San Francisco Printed on 7/21/2016Page 1 of 2 powered by Legistar™ File #:16-604,Version:1 San Francisco Bay area.If City Council approves the tenancy,this location would be the company’s first store on the Peninsula.Cool Tea Bar proposes to lease the entire space 1,600 square feet (sq.ft.)at the market rate of $2.375 Triple Net Lease per square feet ($3,800/month),which is at the market rate and above the rent for the previous tenant ($3,090/month).The initial term of the lease would be for five years with an option to extend for an additional five-year term.They proposed a three percent increase in the rent every one year of the initial term.The company is not requesting a tenant improvement credit since the unit includes significant improvements that were completed by the City for the previous tenant.The tenant would undertake minor tenant improvements in the space, such as for new signage, counters, and business fixtures. Antigua operates an existing business in the City.The company currently operates two coffee shop/restaurants: one in San Francisco and one in South San Francisco.The owner proposes to open a new coffee shop at the space and also,hold corporate parties,private parties,live music,and other types of social events.The owner submitted two proposals to the City.The second proposal,dated June 17,2016,proposes to enter into a ten- year lease and pay $2,500/month between November 2016 and January 2017.The rent would increase to $3,000/month between January and July 2017 and increase again by three percent each year until July 2020. The tenant is also requesting three months of free rent in order to undertake tenant improvements to the existing unit before opening the business. Staff believes that,based on the criteria stated above and summarized in Attachment 1,Cool Tea Bar is the stronger proposal.Cool Tea Bar is proposing to rent the unit at a rental rate which is over 23 percent higher than the previous tenant,allowing the City to realize a net income of $242,112 over 60 months.The proposed rent is consistent with the existing market rent for commercial units on El Camino Real.It is an independent company that is growing and expanding to the Peninsula.South San Francisco would be its first store on the Peninsula.The company’s financials show that it can operate at the location without any credits or subsidies. Antigua is a local business that has a steady customer-base and a good reputation in downtown.The owner has also demonstrated a willingness to participate in numerous community events.Antigua has contacted staff several times to express a strong interest in leasing the site.Staff informed the owner that their second proposal was lower than the proposal from the other prospective tenant. CONCLUSION It is recommended that the City Council adopt a resolution approving a sublease agreement with Cool Tea Bar, LLC for the commercial space at 630 El Camino Real and authorizing the City Manager to execute said agreement Attachments:Resolution - File ID #16-606 Attachment 1- Comparison Table for Proposals Attachment 2 - Sublease Agreement with Cool Tea Bar, LLC City of South San Francisco Printed on 7/21/2016Page 2 of 2 powered by Legistar™ ATTACHMENT 1 Summary Table of the Proposals Antigua Cool Tea Bar, LLC Proposed Initial Rent $3,000/month $3,800/month Rent per square feet $1.56 $2.375 Triple Net Security Deposit $5,000 $7,600 Proposed Rent at the end of five years (60 months) $3,606/month $4,277/month Lease Team Ten year first term, with five year extensions Fiveyear term, with extensions Tenant Improvement Credit Yes, including three month free rent No Net Income to the City over five year term $191,672 (57 months of paid rent) $242,112 (60 months of paid rent) SUBLEASE AGREEMENT (630 EI Camino Real) This Sublease Agreement ("Sublease") is entered into effective as of ___7/1/2016______, (the "Effective Date") by and between the City of South San Francisco, a California municipal corporation, ("Landlord" or "City"), and ____Cool Tea Bar, LLC________(collectively "Tenant"). Landlord and Tenant are hereinafter referred to collectively as the ("Parties"), ARTICLE I BASIC SUBLEASE PROVISIONS 1.1 Landlord's mailing address: City of South San Francisco P.O. Box 711, South San Francisco, CA 94083. 1.2 Landlord's contact: Ron Gerber, Housing and Economic Development Manager Telephone: (650) 829-6620 1.3 Tenant's address: 42876 Albrae St. Freemont, Ca 94538 1.4 Tenant's contact: Ringo Siu 1.5 Premises address: 630 EI Camino Real South San Francisco, CA 94080 1.6 Premises Square Footage and Location: Rentable Square Footage: Approximately 1,600 square feet Usable Square Footage: Approximately 1,600squarefeet Premises are depicted in Exhibit A. 1.7 Commencement Date: 7/1/2016 1.8 Term: Sixty (60) months. 1.9 Expiration Date:7/31/2021 1.10 Option(s) to Extend Term: one (1) options to extend the Term for a period of sixty (60) months. See Section 3.5. 1.11 Base Rent: Period Monthly Annual Base Rent Per (Month) Period (Month)Monthly Base Rent(does not include Additional Rent amounts that are due pursuant to Section 4) 1-12 $3,800 13-24 $3,914 25-36 $4,032 37-48 $4,153 49-60 $4,277 See Section 4.3 regarding Triple Net Expenses in addition to Base Rent and Section 4.1 regarding annual increases beginning as ofthe thirteenth (13th) month,. 1.12 Security Deposit: _____$7,600_____,due upon Tenant's execution ofthe Sublease. 1.13 Rent Commencement: Sixty (60) Days upon execution of the lease. 1.14 Permitted Uses: Retail sales, sit-down and take-out of tea and related specialty drinks, smoothies, juices and for no other purpose. 1.15 Parking:Tenant may use unreserved parking spaces in Landlord 's surface retail parking lot on an unreserved basis. Landlord reserves the right to assign reserved parking spaces at its discretion to individual tenants, but under no circumstance will Tenant be assigned fewer than three (3) parking spaces. ARTICLE II DEFINITIONS Definitions. As used in this Sublease, the following terms shall have the definitions set forth below. Additional terms are defined in the remainder of the Sublease. 2.1 "Additional Rent" means any and all sums other than Base Rent which Tenant is or becomes obligated to pay to Landlord under this Sublease (whether or not specifically called "Additional Rent" in this Sublease). 2.2 "Affiliate of Tenant" means any entity that controls, is controlled by, or is under common control with Tenant. "Control" means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity's affairs. 2.3 "Alterations" means any alterations, decorations, modifications, additions or improvements made in, on, about, under or contiguous to the Premises by or for the benefit ofTenant (other than the Tenant Improvements) including but not limited to, telecommunications and/or data cabling, lighting, HVAC and electrical fixtures, pipes and conduits, partitions, cabinetwork and carpeting. 2.4 "Applicable Laws" is defined in Section 5.4. 2.5 "Base Rent"means for each Sublease Year the monthly amount payable for the amount ofsquare feet of the Premisesrented by Tenant asset forth in Section 1.11 . 2.6 "Building" means the building located at 636 El Camino Real, South San Francisco, California. 2.7 "Claims" is defined in Section 6.3. 2.8 "Commencement Date" is the date set forth in Section 1.7. 2.9 "Common Area" means all areas and facilities located on the Land or in the Building, exclusive of the Premises. The Common Area includes, but is not limited to, retail parking areas, access and perimeter roads, sidewalks, landscaped areas and similar areas and facilities. 2.10 "Environmental Laws" is defined in Section 6.6. 2.11 "Hazardous Material" is defined in Section 6.5. 2.12 "IndemniteesisdefinedinSection6.3. 2.13 "Master Lease Agreement" is defined in Section 3.1. 2.14 "Premises" means the premises shown on Exhibit A consisting of 1,600 square feet of rentable space in the Building 2.15 "Real Property" means collectively, (i) the Building; (ii) the parcel of real property on which the Building is situated (the "Land"); and (iii) the other improvements on the Land, including, without limitation, a retail parking lot, driveways, lighting and landscaping. 2.16 "Real Property Taxes" is defined in Section 4.5. 2.17 "Rent" means Base Rent andanyAdditional Rent, collectively. 2.18 "Rules and Regulations" means the Rules and Regulations set forth in Exhibit B attached hereto as such may be modified or amended from time to time by Landlord. 2.19 Deleted 2.20 "Tenant Parties" is defined in Section 6.1. 2.21 "Term" means the term of this Sublease as set forth in Section 1.8 as such may be extended pursuant to the terms hereof. ARTICLE III PREMISES AND TERM 3.1 Lease and Sublease of Premises. Landlord leases the Premises pursuant to its assignment and assumption of a Master Lease Agreement dated as of March I, 2011between MP South City, L.P., a California limited partnership, and the former Redevelopment Agency of the City of South San Francisco, and incorporated herein by reference ("Master Lease Agreement"). Tenant shall comply with the terms of the Master Lease Agreement to the extent applicable to the Premises subleased to Tenant. Subject to and upon the terms and conditions set forth herein, Landlord hereby subleases the Premises to Tenant and Tenant hereby subleases the Premises from Landlord. The Premises consist of the Building commonly known as 636 EI Camino Real which is depicted in the diagram attached hereto as Exhibit A. Tenant acknowledges that Landlord has made no representation or warranty regarding the condition of the Premises, the Building or the Real Property except as specifically stated in this Sublease. As used in this Sublease, the term "Rentable Square Footage" means the net rentable area measured according to standards similar to the standards published by the Building Owners and Managers Association International, Publication ANSI Z65.1-1996, as amended from time to time. The Parties agree that the Rentable Square Footage of the Premises is 1,600 square feet and the Usable Square Footage of the Premises is 1,600 square feet. Tenant and Landlord hereby stipulate and agree that the same are correct, notwithstanding any minor variations in measurement or other minor variations that may have been incurred in the calculation thereof. If the Building is ever demolished, altered, remodeled, renovated, expanded or otherwise changed in such a manner as to alter the amount of space contained therein, then the Rentable Square Footage of the Building shall be adjusted and recalculated by using the foregoing method of determining Rentable Square Footage, but such recalculation shallnot increase the rental hereunder. The Rentable Square Footage of the Building is stipulated for all purposes to be 1,600 square feet. 3.1.1 Appurtenant Rights. Tenant is granted the right during the Term to the nonexclusive use of the common corridorsand hallways. Landlord has sole discretion to determine the manner in which the public and common areas are maintained and operated, and the use of such areas shall be subject to the Rules and Regulations. 3.2 Term and Commencement. The Term of this Sublease shall commence on the Commencement Date, and unless sooner terminated as provided herein, the Term shall be for the period set forth in Section 1.8 as the same may be extended in accordance with any option oroptions to extend the Term granted herein. 3.3 Delay in Delivery of Premises. If Landlord fails to deliver possession of the Premises to Tenant on or before the Commencement Date, Landlord shall not be subject to any liability for its failure to do so.This failure shall not affect the validity of this Sublease or the obligations of Tenant hereunder, but the Sublease Term shall commence on the date upon which Landlord delivers possession of the Premises to Tenant. 3.4 Early Access. Tenant shall not occupy the Premises prior to the Commencement Date except with the express prior written consent of Landlord. Provided that (i) the Sublease has been executed by Tenant and Landlord; (ii) Tenant has provided to Landlord certificates of insurance for all insurance that Tenant is required to maintain under this Sublease, the Security Deposit, and the amount of first month 's Rent; and (iii) such access does not interfere with the work of Landlord, or including without limitationany work of another tenant; Tenant shall be permitted to access to the Premises commencing upon full execution of this Sublease, and thus prior to the Commencement Date, for the purpose of installing Tenant's designated trade fixtures and other necessary improvements and to conduct such work as may be necessary to obtain necessary permits. Such early access shall not be for the purpose of operating Tenant's business on the Premises. Prior to the Commencement Date, all of the terms and provisions of this Sublease shall apply to Tenant' s use of the Premises except for the requirement for the payment of Rent beyond that provided for in this Section 3.4, and Tenant shall abide by all of such terms and provisions. 3.5 Options to Extend Term. Landlord grants Tenant one (1) optionto extend the Sublease Term ("Extension Options") for a period of sixty (60) months ("Extension Terms"), subject to the conditions set forth in this Section 3.5. Tenant shall have no other right to extend the Term beyond the Extension Term. 3.5.1 Extension Option Conditions. An Extension Option may be exercised with respect to all or any portion of the Premises,subject to this Sublease at the time of exercise,only by written notice delivered by Tenant to Landlord no later than nine (9) months prior to the expiration of the initial Term , and only if as of the date of delivery of the notice, Tenant is not in default under this Sublease. An Extension Option may be exercised only by the originally named Tenant or by an assignee or sublessee approved pursuant to Article X and only if the originally named Tenant or such approved assignee or sublessee is not in default under the Sublease at the time of delivery of notice of exercise and occupies the entire Premises as of the date it exercises the Extension Option. If Tenant or such approved assignee or sublessee properly exercises the Extension Option and is not in default at the end of the initial Term , the Term shall be extended for the applicable Extension Term. The failure to exercise an Extension Option in accordance with this Section shall constitute an election to terminate this Sublease at the end of the initial Term , and Landlord's acceptance of any Rent subsequent to the expiration of such Term shall not constitute a waiver by Landlord of therequirement of timely exercise of the Extension Option by delivery ofnotice pursuant to this Section. 3.5.2 Extension Term Rent. The Rent payable by Tenant during thefirst year ofthe Extension Term shall be equal toa three percent (3%) increase over the Rent payable in the last year of the Initial Term, and shall be increased annually by three percent (3%) of the Rent paid in the prior yearfor each successive year of the Extension Term and subject to all terms and conditions of, the Rent for the initial Term. 3.5.3 Amendment to Sublease. If Tenant timely exercises the Extension Option, Landlord and Tenant shall, within fifteen (15) days after exercising such Option, execute an amendment to this Sublease extending the Term on the terms and conditions set forth in Section 3.5. 3.6 No Representations. Tenant acknowledges that neither Landlord nor any of Landlord's agents has made any representation or warranty as to the suitability or fitness of the Premises for the conduct of Tenant's business, and that neither Landlord nor any of Landlord's agents has agreed to undertake any alterations or additions or to construct any tenant improvements to the Premises except as expressly provided in this Sublease. 3.7 AS-IS Sublease.Tenant acknowledges and agrees that by executing this Sublease Tenant shall be deemed to have approved of all characteristics and conditions of the Premises, the Building and the Real Property, following its own independent investigation and due diligence, and that Tenant is leasing and accepting same in its present condition, "AS IS" WHERE IS AND WITH ALL FAULTS, and no present or latent defect or deficiency in any legal or physical condition thereof, whether or not known or discovered, shall affect the rights of either Landlord or Tenant hereunder, nor shall Rent be reduced as a consequence thereof. Without limiting the foregoing, Landlord shall, prior to the Commencement Date, ensure that the Building's mechanical equipment, plumbingandroof are in working order.Except as expressly provided herein, Landlord shall have no further obligation to make the Building ready for Tenant. Without limiting the foregoing, Landlord and Tenant acknowledge that Landlord shall have no obligation to remove or pay for the removal of flooring and mastic. ARTICLE IV RENT, OPERATING EXPENSES, TAXES AND SECURITY DEPOSIT 4.1 Monthly Rent. From and after the Rent Commencement Date, Tenant shall pay to Landlord for each calendar month of the Term, the monthly Base Rent set forth in Section 1.11, as the same may be adjusted upon Tenant's exercise of the Extension Option as provided in Section 3.5.2. Each monthly installment of Base Rent shall be due and payable to Landlord in lawful money of the United States, in advance, on the first (1st) day of each calendar month during the Termor Extension Term, without abatement, deduction, claim or offset, and without prior notice, invoice or demand, at Landlord's address set forth in Section 1.1 or such other place as Landlord may designate from time to time. Tenant's payment of Base Rent for the first month of the Term shall be delivered to Landlord concurrently with Tenant's execution of this Sublease. Beginning as of the thirteenth (13th) month, and continuingthroughout the initial Term of this Sublease, annual Rent shall be increased by three percent (3%) of the Rent paid in the prior yearas shown in Section 1.11. 4.2 Prorations. Monthly installments for any fractional calendar month at the beginning or end of the Term shall be prorated based on the number of days in such month. 4.3 Additional Rent; Triple Net Sublease; Property Management Fee. All Additional Rent, including without limitation, all of Tenant's required payments pursuant to this Article IV, shall be due and payable to Landlord in lawful money of the United States without abatement, deduction, claim or offset within twenty (20) days of receipt of Landlord's invoice or statement for same (or if this Sublease provides another time for the payment of certain items of Additional Rent, then at such other time) at Landlord's address set forth in Section 1.1 or such other place as Landlord may designate from time to time. This is a triple net sublease to Landlord. Tenant agrees to pay, without abatement, deduction, claim or offset, all costs and expenses relating to the Premises or any part thereof, of any kind or nature whatsoever. Such costs and expenses shall include, without limitation, all amounts attributable to, paid or incurred in connection with the ownership, operation, repair, restoration, maintenance and management of the Premises; property taxes and payments in lieu thereof; rent taxes; gross receipt taxes (whether assessed against Landlord or assessed against Tenant and collected byLandlord, or both); water and sewer charges; insurance premiums (including earthquake); utilities; refuse disposal; lighting (including outside lighting); fire-detection systems including monitoring, maintenance and repair; security; janitorial services; labor; air conditioning and heating; maintenance and repair costs and service contracts; costs of licenses, permits and inspections; and all other costs and expenses paid or incurred with respect to the Premises or part thereof. During the initial Term of this Sublease, triple net expenses shall not exceed $.50 per square foot of rentable space per month. In addition, Tenant shall pay a property management fee of fifteen percent (15%) of the common area maintenance expenses. 4.4 Late Charge. Tenant acknowledges that the late payment of Rent will cause Landlord to incur administrative costs and other damages, the exact amount of which would be impracticable or extremely difficult to ascertain. Landlord and Tenant agree that if Landlord does not receive any such payment within five (5) calendar days after such payment is due, Tenant shall pay to Landlord as Additional Rent an amount equal to five percent (5%) of the overdue amount as a late charge for each month or partial month that such amount remains unpaid. The Parties acknowledge that this late charge represents a fair and reasonable estimate of the costs that Landlord will incur by reason of the late payment by Tenant. Acceptance of any late Rent and late charge therefore shall not prevent Landlord fromexercising any of the other rights and remedies available to Landlord for any other Event of Default under this Sublease. 4.5 Taxes. The term "Real Property Taxes" means any form of tax, assessment, charge, license, fee, rent tax, levy, penalty (if a result of Tenant's delinquency), real property or other tax (other than Landlord's net income, estate, succession, inheritance, or franchise taxes), now or hereafter imposed with respect to the Building, the Real Property or any part thereof (including any Alterations), this Sublease or any Rent payable under this Sublease by any authority having the direct or indirect power to tax, or by any city, county, state or federal government or any improvement district or other district or division thereof, whether such tax or any portion thereof (i) is determined by the area of the Building, the Real Property, or any part thereof or the Rent payable under this Sublease by Tenant, including, but not limited to any gross income or excise tax levied by any of the foregoing authorities with respect to receipt of Rent due under this Sublease, (ii) is levied or assessed in lieu of, in substitution for, or in addition to, existing or additional taxes with respect to the Building, the Real Property or any part thereof whether or not now customary or within the contemplation of Landlord or Tenant, or (iii) is based upon any legal or equitable interest of Landlord in the Building, the Real Property or any part thereof. Tenant and Landlord intend that all Real Property Taxes, including without limitation all new and increased assessments, taxes, possessory interest taxes charged or levied in place of real property taxes, fees, levies, and charges and all similar assessments, taxes, fees, levies and charges shall be included within the definition of Real Property Taxes" for purposes of this Sublease. 4.5.1 Apportionment of Taxes. If the Building is assessed as part of a larger parcel, then Landlord shall equitably apportion the Real Property Taxes and reasonably determine the Real Property Taxes attributable to the Building. If other buildings exist on the assessed parcel, the Real Property Taxes apportioned to the Building shall be based upon the ratio of the square footage of the Building to the square footage of all buildings on the assessed parcel. Landlord' s reasonable determination of such apportionment shall be conclusive. 4.5.2 Tax on Improvements. Notwithstanding anything to the contrary set forth in this Sublease, Tenant shall pay prior to delinquency any and all taxes, fees and charges which are levied or assessed against Landlord or Tenant: (a) upon Tenant's equipment, furniture, fixtures, improvements and other personal property located in the Premises, (b) by virtue of any alterations or leasehold improvements made to the Premises by Tenant, and (c) upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises. If any such tax, fee or charge is paid by Landlord, Tenant shall reimburse Landlord for Landlord's payment upon demand. ARTICLE V USE OF PREMISES 5.1 Permitted Use; Entitlements. The Premises shall be used solely for the purposes set forth in Section 1.14 and for no other purpose without the written consent of Landlord, which may be granted or withheld in Landlord's sole discretion. Tenant shall not do or suffer or permit anything to be done in or about the Premises, the Building or the Real Property, nor bring or keep anything therein that would in any way subject Landlord to any liability, increase the premium rate of or affect any fire, casualty, rent or other insurance relating to the Real Property or any of the contents of the Building, or cause a cancellation of, or give rise to any defense by the insurer to any claim under, or conflict with, any policies for such insurance. If any act or omission of Tenant results in any such increase in premium rates, Tenant shall pay to Landlord upon demand the amount of such increase. Tenant shall bear sole responsibility for obtaining and securing all required permits and other entitlements, pursuant to Applicable Laws, prior to commencing occupancy of the Premises. 5.2 Exclusive Use. Landlord shall not lease other space in or about the Premises to any other tenant whose primary source of business is the Permitted Use described in Section 1.1 4. Such exclusive use provision shall terminate immediately in the event that either; (a) Tenant's Permitted Use ceases as the result of any cause other than remodeling, repair, maintenance or casualty that prohibits Tenant from being open, or (b) Tenant changes its use of the Premises. Further, such exclusive use provision shall not apply to any leases in existence at time of execution of this Sublease or to any incidental sales of excluded items by other tenants. 5.3 Signage. Tenant shall obtain the prior approval of the Landlord, which approval may be withheld in Landlord's sole discretion, before placing any sign or symbol on doors or windows or elsewhere in or about the Premises so as to be visible from the public areas or exterior of the Building, or upon any other part of the Building or Real Property, including building directories. Any signs or symbols which have been placed without Landlord's approval may be removed by Landlord. Upon expiration or termination of this Sublease, all signs installed by Tenant shall be removed and any damage resulting therefrom shall be promptly repaired by Tenant, or such removal and repair may be done by Landlord and the cost charged to Tenant as Additional Rent. Tenant shall be provided signage as a part of the Building directory. Tenant is hereby granted the right to place and maintain in place during the Term of this Sublease Tenant's name on the exterior of the Building with lighting. The design of the signage and the lighting shall be subject to Landlord's approval. Landlord shall determine in its reasonable discretion the position, location and configuration of Tenant's name on the Building. All signs or lettering shall conform in all respects to the sign and/or lettering criteria reasonably established by Landlord. All signage shall comply with regulations promulgated by the City of South San Francisco. 5.4 Rules and Regulations. Tenant shall comply with the rules attached hereto as Exhibit B and any amendments or additions thereto promulgated by Landlord from time to time for the safety, care and cleanliness of the Premises, Building and Real Property (the "Rules and Regulations"). Tenant shall not use or permit any person to use the Premises for any purpose that is contrary to the Rules and Regulations, that violates any Applicable Law, that constitutes waste or nuisance, or that would unreasonably annoy or interfere with other occupants of the Building or the occupants of buildings adjacent to the Building. Landlord shall not be responsible to Tenant for the nonperformance or noncompliance by any other tenant or occupant of the Building of or with any of the Rules and Regulations. In the event of any conflict between the provisions of this Sublease and the provisions of the Rules and Regulations, the provisions of this Sublease shall control. 5.5 Compliance with Laws. Tenant shall procure and maintain all governmental approvals, licenses and permits required for the proper and lawful conduct of Tenant's permitted use of the Premises. Tenant shall throughout the Term comply with and shall not use the Premises, the Building or the Real Property, or suffer or permit anything to be done in or about the same which would in any way conflict with any ofthe following (collectively "Applicable Laws"): (i) the provisions of all recorded covenants, conditions and restrictions applicable to the Building or the Real Property, or (ii) any federal, state, county, local or other governmental agency rules, regulations, statutes, ordinances, orders, standards, requirements or laws now in force or hereafter enacted, promulgated or issued which are applicable to the Real Property, Premises, the Building, or the use or occupancy thereof, including without limitation building, zoning, and fire codes and regulations. ARTICLE VI ENVIRONMENTAL MATTERS 6.1 Use of Hazardous Materials. Tenant shall not cause or permit any Hazardous Material to be generated, brought onto, used, stored, or disposed of in or about the Premises, the Building or the Real Property by Tenant or Tenant's agents, employees, contractors, subtenants or invitees (collectively "Tenant Parties"), except for limited quantities of standard office and janitorial supplies. At Tenant's sole cost and expense, Tenant shall use, store and dispose of all such Hazardous Materials in strict compliance with all Environmental Laws, and shall in all other respects comply with all Environmental Laws. 6.2 Notice of Release or Investigation. If during the Sublease Term (including any extensions), Tenant becomes aware of (a) any actual or threatened release of any Hazardous Material on, under, or about the Premises, the Building or the Real Property, or (b) any inquiry, investigation, proceeding, or claim by anygovernment agency or other person regarding the presence of Hazardous Material on, under, or about the Premises, the Building, or the Real Property, Tenant shall give Landlord written notice of the release or investigation within five (5) days after learning of it and shall simultaneously furnish to Landlord copies of any claims, notices of violation, reports, or other writings received by Tenant that concern the release or investigation. 6.3 Indemnification. Tenant shall defend (with counsel acceptableto Landlord), indemnify and hold harmless Landlord and Landlord's elected and appointed officers, officials, employees, agents and representatives (collectively, "Indemnitees") from and against any and all liabilities, losses, damages, fines, deficiencies, penalties, claims, demands, suits, actions, causes of action, legal or administrative proceedings, judgments, costs and expenses (including without limitation reasonable attorneys' fees and expenses, court costs, expert witness fees and post judgment collection costs) (all of the foregoing, collectively "Claims") resulting or arising from or in connection with any release of any Hazardous Material in or about the Premises, the Building or the Real Property by Tenant, or Tenant's agents, assignees, sublessees, contractors, or invitees, or any other violation of any Environmental Law by Tenant, or Tenant's agents, assignees, sublessees, contractors, or invitees. This indemnification includes: (i) losses attributable to diminution in the value of the Premisesor the Building, (ii) loss or restriction of use of rentable space in the Building, (iii) adverse effect on the marketing of any space in the Building; and (iv) all other liabilities, obligations, penalties, fines, claims, actions (including remedial or enforcement actions of any kind and administrative or judicial proceedings, orders, or judgments), damages (including consequential and punitive damages), and costs (including attorney, consultant, and expert fees and expenses) resulting from the release orviolation. The indemnity provided in this Section shall not extend to Claims to the extent the same are caused by the gross negligence or willful misconduct of Indemnitees. The provisions of this Section shall survive the expiration or termination of thisSublease. 6.3.I Landlord's Representations and Warranties.Landlord represents and warrants that Landlord has received no notice, warning, notice of violation, administrative complaint, judicial complaint, or other written notice alleging that the Building or the Real Property are in violation of any Environmental Laws (defined below) or informing Landlord that the Building or the Real Property is subject to investigation or inquiry concerning Hazardous Materials, nor is Landlord aware of any such violation. In addition, to the best knowledge of Landlord, there is no pending or threatened litigation, administrative proceeding, or other legal or governmental action with respect to the Building or the Real Property in connection with the presence of Hazardous Materials in, on or under the Building or the Real Property. Whenever used in this Agreement, the phrase "to the best knowledge of Landlord" shall mean the actual knowledge of Landlord' s Facilities Services Manager. 6.4 Remediation Obligations.If the presence of any Hazardous Material brought onto the Premises or the Building by Tenant or Tenant' s employees, agents, contractors, or invitees results in contamination of the Building, Tenant shall promptly take all necessary actions to remove or remediate such Hazardous Materials, whether or not they are present at concentrations exceeding state or federal maximum concentration or action levels, or any governmental agency has issued a cleanup order, at Tenant's sole expense, to return the Premisesand the Building to the condition that existed before the introduction of such Hazardous Material. Tenant shall first obtain Landlord's approval of the proposed removal or remedial action. This provision does not limit the indemnification obligation set forth in Section 6.3. 6.5 Definition of Hazardous Material. As used in this Sublease, the term "Hazardous Material" means any hazardous or toxic substance, material, or waste at any concentration that is or becomes regulated by the United States, the State of California, or any government authority having jurisdiction over the Building. Hazardous Material includes: (a) any "hazardous substance," as that term is defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) (42 United States Code sections 9601-9675); (b) "hazardous waste," as that term is defined in the Resource Conservation and Recovery Act of 1976 (RCRA) (42 United States Code sections 6901-6992k); (c) any pollutant, contaminant, or hazardous, dangerous, or toxic chemical, material, or substance, within the meaning of any other applicable federal, state, or local law, regulation, ordinance, or requirement (including consent decrees and administrative orders imposing liability or standards of conduct concerning any hazardous, dangerous, or toxic waste, substance, or material, now or hereafter in effect); (d) petroleum products; (e) radioactive material, including any source, special nuclear, or byproduct material as defined in 42 United States Code sections 2011-2297g-4; (f) asbestos in any form or condition; and (g) polychlorinated biphenyls (PCBs) and substances or compounds containing PCBs. 6.6 Definition of Environmental Laws. As used in this Sublease, the term "Environmental Laws" means allfederal, state and local laws, ordinances, regulations, rules orders and directives pertaining to Hazardous Materials, including without limitation, the laws, statutes, and regulations cited in the preceding Section 6.5, as any of the foregoing may be amended from time to time. 6.7 Environmental Reports. Landlord shall provide to Tenant copies of all studies, reports and investigations concerning the environmental condition of the Building and the Real Property which were prepared within the past five years and which are in Landlord' s possession. ARTICLE VII UTILITIES AND SERVICES 7.1. Utility Services. Tenant shall contract and pay for all utility services ("Utility Services"), including, without limitation, the following: (i) electricity for Building lighting and power suitable for use of the Premises for ordinary retail store and veterinary service purposes; (ii) air conditioning and heating; and (iii) water for drinking, lavatory and veterinary service purposes. 7.2 Maintenance Services and Repairs. Tenant shall be responsible for all interior and maintenance of the Premises and the Building's common retail areas (collectively, "Maintenance Services"), including, without limitation: (i) maintenance and repair of the Premises mechanical, electrical, HVAC, plumbing equipment and systems, floors and walls, (ii) maintenance of all public and common retail areas of the Building including retail parking lot, corridors and windows; (iii) provision ofexterior window washing with reasonable frequency, but in no event less than two times per year; and (iv) provision of janitorial services to the common areas ("Janitorial Services"). Tenant shall be responsible for janitorial service to the Premises and interior window cleaning. Tenant shall, at all time during the Term ofthis Sublease, at Tenant's sole expense, keep the Premises (including all tenant improvements, Alterations, fixtures and furnishings) in good order, repair and condition at all times during the Term. Subject to Landlord's prior approval and within any reasonable period specified by Landlord, Tenant shall, at Tenant's sole expense, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and other leasehold improvements. If Tenant fails to maintain or keep the Premises in good repair or if such failure results in a nuisance or health or safety risk, at Landlord's option, Landlord may perform any such required maintenance and repairs and within ten days after receipt of Landlord's invoice therefor, Tenant shall pay Landlord' s costs incurred in connection with such repairs, plus a percentage of such costs sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs and expenses in connection therewith. 7.3 Waiver. Tenant hereby waives the provisions of Sections 1941 and 1942 of the California Civil Code and any other present or future law permitting repairs by a tenant at the expense of a landlord or termination of a lease by reason of the condition of the leased premises. 7.4 Compliance with Applicable Laws. Landlord and Tenant shall each comply with (and shall cause their respective employees, agents and contractors to comply with) all Applicable Laws, including without limitation all Environmental Laws, whenever either party undertakes any work of construction, alteration or improvement in the Premises or the Building, ARTICLE VIII ALTERATIONS AND ADDITIONS 8.1 Alterations and Improvements. Tenant may not make any improvements, alterations, additions or changes to the Premises ("Alterations") without the prior written approval of Landlord, which approval shall not be unreasonably withheld or delayed. Any such Alterations shall be done at Tenant's expense, in a good and workmanlike manner conforming in quality and design with the Premises existing as of the Commencement Date, by a licensed contractor reasonably approved by Landlord, in conformity with plans and specifications reviewed and approved by Landlord, and in compliance with all Applicable Laws. Tenant shall obtain all necessary governmental approvals and permits for such Alterations. Tenant shall give Landlord not less than ten (10) business days' notice prior to the commencement of construction so that Landlord may post a notice of non- responsibility on the Premises. Notwithstanding any other provisions in this Sublease, unless Landlord otherwise agrees in writing, Tenant shall remove, prior to expiration ofthe Term and at Tenant's sole cost and expense, any and all wires,cables and related telecommunications devices installed by or on behalf of Tenant, and Landlord may at its option by written notice to Tenant, require that Tenant, upon the expiration or sooner termination of this Sublease, at Tenant's expense, remove anyor all other Alterations and return the Premises to its condition as ofthe Commencement Date, normal wear and tear excepted. n no event shall any Alteration (i) affect the exterior of the Building, (ii) affect any of the structural portions of the Building, including without limitation, the roof, (iii) require any change to the basic floor plan of the Premise or any change to the structural or mechanical components of the Premises, (iv) diminish the value of the Premises, (v) result in an increase in the demand for any utilities or services that Landlord is required to provide, (vi) cause an increase in the premiums for hazard or liability insurance carried by Landlord, or (vii) overload the floor load capacity or unduly burden the plumbing, heating, ventilation, air conditioning, electrical or other basic systems that serve the Building. Upon completion of any Alteration, Tenant shall (a) cause a timely notice of completion to be recorded in the official records of San Mateo County in accordance with CivilCode Section 3093 or any successor statute, and (b) deliver to Landlord evidence of full payment and unconditional final waivers of all liens for labor, services, or materials. 8.2 Liens. Tenant shall not permit any mechanics'materialmen's or other liens, to be filed against the Building or the Real Property or against Tenant's leasehold interest in the Premises. Landlord has the right at all times to post and keep posted on the Premises any notice that it considers necessary for protection from such liens. If Tenant fails to cause the release of record of any lien(s) filed against the Premises or Tenant's leasehold estate therein, by payment or posting of a proper bond within ten (10) days from the date ofthe lien filing(s), then Landlord may, at Tenant's expense, cause such lien(s) to be released by any means Landlord deems proper, including but not limited to payment of or defense against the claim giving rise to the lien(s). All sums reasonably disbursed, deposited or incurred by Landlordin connection with the release ofthe lien(s), including but not limited to all costs, expenses and attorney's fees, shall be due and payable by Tenant to Landlord as Additional Rent on demand by Landlord. ARTICLE IX INSURANCE AND INDEMNITY 9.1 Indemnity. To the fullest extent permitted by law, Tenant shall defend (with counsel reasonably acceptable to Landlord), indemnify and hold Indemnitees harmless from and against any and all Claims arising out of or relating directly or indirectly to this Sublease or the Premises (including without limitation, Claims for or relating to loss of or damage to property, injury or death of any person or animal), including any Claim arising from or in connection with or in any way attributable to: (i) the use or occupancy, or manner of use or occupancy of the Premises, the Building or the Real Property by Tenant or the Tenant Parties, (ii) any act, error, omission or negligence of Tenant Parties or any invitee, guest or licensee of Tenant in, on or about the Real Property, (iii) any Alterations, (iv) construction of anyTenant Improvements , (v) work performed pursuant to Section 7.2 above, and (vi) any activity, work, or thing done, omitted, permitted, allowed or suffered by Tenant or Tenant Parties in, at, or about the Premises, the Building or the Real Property, except to the extent caused by the gross negligence or willful conduct of Landlord. The provisions of this section shall not be construed or interpreted as in any way restricting, limiting or modifying Tenant' s insurance obligations under this Sublease. Tenant's compliance with the insurance requirements set forth in this Sublease shall not in any way restrict, limit or modify Tenant's indemnification obligations hereunder. The provisions of this section shall survive the expiration or earlier termination of this Sublease. 9.2 Tenant's Insurance. Tenant shall, at its sole expense, procure and maintain throughout the Term (plus such earlier and later periods as Tenant may be in occupancy of the Premises) all of the following: (a) Commercial general liability insurance including contractual liability coverage, written on an "occurrence" policy form, covering bodily injury, property damage and personal injury arising out of or relating (directly or indirectly) to Tenant's operations, conduct, assumed liabilities, or use or occupancy of the Premises, the Building or the Real Property naming the Indemnitees as additional insureds, with minimum coverage in the amount of Two Million Dollars ($2,000,000) per occurrence combined single limit for bodily injury and property damage and Five Million Dollars ($5,000,000) in the aggregate; (b) Property insurance protecting Tenant against loss or damage by fire and such other risks as are insurable under then available standard forms of "all risk" insurance policies, covering Tenant's personal property and trade fixtures in or about the Premises or the Real Property, and any improvements and/or Alterations in the Premises, in an amount not less than one hundred percent (100%) of their actual replacement cost or highest insurable value; (c) Workers’ compensation insurance that satisfies the minimum statutory limits. (d) If Tenant operates owned, leased or non-owned vehicles on the Real Property, comprehensive automobile liability insurance with a minimum coverage of one million dollars ($1,000,000) per occurrence, combined single limit. (e)The foregoing policies shall protect Tenant as named insured, and Landlord and the other Indemnitees as additional insureds, and if subject to deductibles shall provide for deductible amounts not in excess of those approved in advance in writing by Landlord in its reasonable discretion. Landlord reserves the right to increase the foregoing amount of required liability coverage from time to time (but not more often than once each calendar year) to adequately protect Indemnitees and to require that Tenant cause any of its contractors, vendors or other parties conducting activities in or about or occupying the Premises to obtain and maintain insurance as determined by Landlord and as to which the Indemnitees shall be additional insureds. All insurance policies shall be written on an occurrence basis . If the Tenant’sinsurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self-insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Subleaseso as to not prevent any of the Parties to this agreement from satisfying or paying the self-insured retention required to be paid as a precondition to the insurer’s liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self-insured retention and also must disclose the deductible.The certificates shall contain a statement of obligation on the part of the carrier to notify City of any material change, cancellation, termination or non- renewal of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation, termination or non-renewal. The City’s Risk Manager may waive or modify any of the insurance requirements of this section. 9.3 Excess Coverage Liability Policy. Nothing in this Article IX shall prevent Tenant from obtaining insurance of the kind and in the amounts provided for under this Section under an excess coverage liability insurance policy covering other properties as well as the Premises; provided, however, that any such policy of excess coverage liability insurance (i) shall specify those amounts ofthe total insurance allocated to the Premises, which amounts shall not be less than the amounts required by Section 9.2, (ii) such amounts so specified shall be sufficient to prevent anyone of the insureds from becoming a co-insurer within the terms of the applicable policy, and (iii) shall, as to the Premises, otherwise comply with the requirements of this Article as to endorsements and coverage. 9.3.1 Self-Insurance. Any insurance required to be maintained by the Tenant pursuant to this Sublease may be maintained under a plan of self-insurance through a wholly-owned subsidiary of Tenant's parent company which specializes in providing such coverage for Tenant's parent company and its subsidiaries, provided that Tenant' s parent company's net worth exceeds One Hundred Million Dollars ($100,000,000). Tenant agrees that if Tenant elects to self-insure, Landlord shall have the same benefits and protections as if Tenant carried insurance with a third-party insurance company satisfying the requirements of this Sublease (including without limitation, waive of subrogation provisions). 9.4. Policy Form. Each insurance policy required pursuant to Section 9.2 shall be issued by an insurance company licensed in the State of Californiaand with a general policyholders' rating of "A+" or better and a financial size ranking of "Class VIII" or higher in the most recent edition of Best's Insurance Guide. Each insurance policy, other than Tenant's workers' compensation insurance, shall (i) provide that it may not be cancelled, materially changed, terminated,or allowed to lapse unless thirty (30) days' prior written notice to Landlord is first given; (ii) provide that no act or omission of Tenant shall affect or limit the obligations of the insurer with respect to any other insured; (iii) include all waiver of subrogation rights endorsement necessary to effect the provisions of Section 9.6: and (iv) provide that the policy and the coverage provided shall be primary, that Landlord, although an additional insured, shall nevertheless be entitled to recovery under such policy for any damage to Landlord or theother Indemnitees by reason of acts or omission of Tenant, and that any coverage carried by Landlord shall be noncontributory with respect to policies carried by Tenant. A certificate evidencing each insurance policy shall be delivered to Landlord by Tenant on or before the Commencement Date, and thereafter Tenant shall deliver to Landlord renewal policies or certificates at least thirty (30) days prior to the expiration dates of expiring policies. If Tenant fails to procure such insurance or to deliver such certificates to Landlord, and such failure continues five (5) business days after notice thereof from Landlord to Tenant, Landlord may, at its option, procure the same for Tenant's account, and the cost thereof shall be paid to Landlord by Tenant upon demand 9.5 Insurance of Tenant's Contractors and Agents. In addition to any other insurance requirements, Tenant expressly agrees that none of its agents, contractors, workmen, mechanics, suppliers or invitees performing construction or repair work in thePremises shallcommence suchwork unless and untileach ofthemshall furnish Landlord with satisfactory evidence of insurance coverage, financial responsibility and appropriate written releases of mechanic's or materialmen's lien claims, as necessary. 9.6 Waiver of Subrogation. Tenant and Landlord to cause the insurance companies issuing their respective property (first party) insurance to waive any subrogation rights that those companies may have against Tenant or Landlord, respectively, as long as the insurance is not invalidated by the waiver. If the waivers of subrogation are contained in their respective insurance policies, Landlord and Tenant waive any right that either may have against the other on account of any loss or damage to their respective property to the extent that the loss or damage is insured under their respective insurance policies. 9.7 Landlord's Insurance. Landlord maintains a program of self-insurance comparable to or exceeding the coverage and amounts of insurance carried by reasonably prudent landlords of comparable buildings and workers' compensation coverage as required by law. If Landlord so chooses, Landlord may maintain"Loss ofRents" insurance, insuring thattheRent will be paidin a timely manner to Landlord for a period of at least twelve (12) months if the Premises or the Building or anyportion thereofaredestroyed or rendered unusableorinaccessible by any cause insured against under this Sublease. ARTICLE X ASSIGNMENT AND SUBLETTING 10.1 Landlord's Consent Required. Tenant shall not directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, assign, mortgage, pledge, encumber or otherwise transfer this Sublease, or permit all or any part of the Premises to be subleased or used or occupied for any purpose by anyone other than Tenant without the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Any assignment or sublease without Landlord' s prior written consent shall, at Landlord' s option, be void and shall constitute an Event of Default entitling Landlord to terminate this Sublease and to exercise all other remedies available to Landlord under this Sublease and at law. Notwithstanding anything to the contrary contained herein, Tenant shall be permitted to assign this Sublease and to sublet the Premises in whole or in part to any Affiliate of Tenant without Landlord consent ("Permitted Transfer"). 10.2 Basis for Withholding Consent. Landlord agrees that it will not unreasonably withhold, delay or condition its consent to Tenant's assigning this Sublease or subletting the Premises. In addition to other reasonable bases, Tenant hereby agrees that Landlord shall be deemed to be reasonable in withholdingits consent if: (i) there exists an Event of Default (as defined in Section 16.1) at the time of request for consent or on the effective date of such subletting or assigning; (ii) the proposed subtenant or assignee seeks to use any portion of the Premisesfor a use not consistent with other uses in the Building, or is financially incapable of assuming the obligations of this Sublease; (iii) the assignment or subletting would materially increase the operating costs for the Building; (iv) the assignment or subletting may conflict with the terms of any easement, covenant, condition or restriction or other agreement affecting the Real Property; or (vi) the assignment or sublease would involve a change in use from that expressly permitted under this Sublease. Tenant shall submit to Landlord the name of a proposed assignee or subtenant, the terms ofthe proposed assignment or subletting, the nature of the proposed subtenant's or assignee's business, and such information as to the assignee's or subtenant's financial responsibility and general reputation as Landlord may reasonably require. 10.3 No Release of Obligations. The consent by Landlord to an assignment or subletting hereunder shall not relieve Tenant or any assignee or subtenant from the requirement of obtaining Landlord's express prior written consent to any other or further assignment or subletting. No subtenant may assign its sublease, or further sublet its subleased premises, without Landlord's prior written consent, which consent may be withheld in Landlord's sole discretion. Neither an assignment or subletting nor the collection of rent by Landlord from any person other than Tenant shall be deemed a waiver of any of the provisions of this Article or release Tenant from its obligations to comply withthis Sublease, and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Sublease. 10.4 Permitted Assignment to Affiliates. Provided that no Event Default, or event which with the passage of time or the giving of notice would constitute an Event of Default, exists under this Sublease, Tenant may, without Landlord's consent, assign or sublet all or a portion of this Sublease or the Premises to an Affiliate of Tenant or to any non-Affiliated entity with which Tenant merges or which purchases substantially all of the assets of Tenant, if (i) Tenant notifies Landlord at least fifteen (15) days prior to such assignment or sublease; and (ii) the transferee assumes and agrees in a writing reasonably acceptable to Landlord to perform Tenant's obligations under this Sublease and to observe all terms and conditions of this Sublease. 10.5 Administrative Costs of Assignment Transaction. In connection with any request by Tenant for approval of an assignment or sublease other thana Permitted Transfer, Tenant shall pay Landlord's then standard reasonable processing fee, any taxes or other charges imposed upon Landlord or the Real Property as a result of such assignment or sublease, and shall reimburse Landlord for all reasonable costs, including the reasonable fees of attorneys consulted by Landlord in connection with such assignment or sublease, whether or not such proposed assignment or sublease is consented to by Landlord. ARTICLE XI DAMAGE AND DESTRUCTION 11.1 Repair and Restoration; Termination Rights. If all or part of the Premises is damaged by fire or other casualty, or if the Building is so damaged that access to or use and occupancy of the Premises is materially impaired, within forty-five (45) days of the date of the damage, Landlord shall notify Tenant of the estimated time, in Landlord's reasonable judgment, required for repair or restoration ("Repair Period"). If the estimated time is one hundred eighty (180) days or less, Landlord shall proceed promptly and diligently to repair or restore the Premises or the portion of the Building necessary for Tenant's occupancy, and this Sublease shall remain in effect, except that for the time unusable, Tenant shall receive a Rent abatement for that part of the Premises rendered unusable in the conduct of Tenant's business. If the estimated time for repair or restoration is in excess of one hundred eighty(180) days from the date of the casualty, either Party, at its option exercised by written notice to other Party within sixty (60) days after the date of the casualty, may terminate this Sublease as of the date specified by Landlordor Tenant in the notice, which date shall be not less than twenty-five (25) nor more than forty-five (45) days after the date such notice is given, and this Sublease shall terminate on the date specified in the notice. In the event that neither Party elects to terminate this Sublease, Landlord shall commence to timely repair the damage, in which case this Sublease shall continue in full force and effect.In either case,if Landlord fails to repair the damage by the date that is forty-five (45) days after the end of the Repair Period, then Tenant may give notice terminating this Sublease to Landlord, within ten (10) business days after theforty-five (45) days after the end of the Repair Period. Termination of the Subleaseshall be effectiveas of the date specified in Tenant'sterminationnotice, which date shall not be earlier than thirty (30) days after the date of Tenant's termination notice.However, if Landlord repairs the damage for which it is responsible within thirty (30) days after receipt of Tenant's termination notice, Landlord may elect to nullify Tenant's termination notice (and thereupon this Sublease shall continue in full force and effect) by Landlord's notice of such repair and election given to Tenant on or prior to the expiration of such thirty (30)day period. 11.2 Damage Near End of Term. Notwithstanding anything to the contrary set forth in this Article,if the Premises or Building are damaged, such that the Premises or Building cannot be used for the purpose for which it is Subleased for more than thirty (30) days during the last twelve (12) months of the Term, including any Extension Term, Landlord and Tenant shall each have the option to terminate this Sublease by giving written notice to the other of the exercise of that option within thirty (30) days after the damage or destruction, and this Sublease shall terminate as ofthe date specified in such notice which shall be not before the date of such noticenor more thanthirty(30)days after thedate ofsuchnotice. 11.3 Rent Apportionment. If Landlord or Tenant elects to terminate this Sublease under this Article XI, Tenant shall pay Rent, prorated on a per diem basis and paid up to the date of the casualty. If the Premises are wholly untenantable and this Sublease is not terminated, Rent shall abate on a per diem basis from the date of the casualty until the Premises are ready for occupancy by Tenant. If part of the Premises are untenantable, Rent shall be prorated on a per diem basis and abated in proportion to the portion of the Premises which is unusable until the damaged part is ready for Tenant's occupancy. Notwithstanding the foregoing, if any damage was caused by the gross negligence or willful misconduct ofTenant, its employees or agents, then, in such event, Tenant agrees that Rent shall not abate or be diminished. 11.4 Waiver of Statutory Provisions. The provisions of this Sublease, including those in this Article XI, constitute an express agreement between Landlord and Tenant that applies in the event of any damage to the Premises, Building, or Real Property. Tenant therefore, fully waives the provisions of any statute or regulation, including California Civil Code sections 1932(2) and 1933(4)or any successor statute, relating to any rights or obligations concerning any such casualty. . ARTICLE XII CONDEMNATION 12.1 Total Taking -Termination. If title to the Premises or so much thereof is taken through the exercise of any government power (by legal proceedings or otherwise) by any public or quasi- public authority or by any other party having the right of eminent domain, or by a voluntary sale or transfer either under threat of exercise of eminent domain or while legal proceedings for eminent domain are pending so that reconstruction of the Premises will not result in the Premises being reasonably suitable for Tenant's continued occupancy for the uses and purposes permitted by this Sublease, this Sublease shall terminateas ofthedate possession ofthePremisesorpart thereofis sotaken. 12.2 Partial Taking. If any part of the Premises is taken through the exercise of eminent domain (or is voluntarily conveyed under the threat thereof) and the remaining part is reasonably suitable for Tenant's continued occupancy for the uses and purposes permitted by this Sublease, this Sublease shall as to the part so taken terminate as of the date that possession of such part of the Premises is taken and the Rent shall be reduced in the same proportion that the floor area of the portion of the Premises taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Premises as reasonably determined by Landlord or Landlord's architect. Landlord shall, at its own cost and expense, make all necessary repairs or alterations to the Premises so as to make the portion of the Premises not taken a complete unit. 12.3 No Apportionment of Award. All condemnation awards and similar payments shall be paid and belong to Landlord, except for any amounts awarded or paid specifically to Tenant for leasehold improvements, removal and reinstallation ofTenant's trade fixtures and personal property, Tenant's moving costs and Tenant's goodwill. It is expressly understood and agreed by Tenant that except as otherwise stated in this section, Landlord shall be entitled to the entire award for any partial or total taking. 12.4 Temporary Taking. No temporary taking of the Premises (which shall mean a taking of all or any part of the Premises for one hundred eighty (180) days or less) shall terminate this Sublease or give Tenant any right to any abatement of Rent. Any award made to tenant by reason of such temporary taking shall belong entirely to Tenant, and Landlord shall not be entitled to share therein. ARTICLE XIII SUBORDINATION AND ESTOPPEL 13.1 Estoppel Certificate. From time to time and within fifteen (15) days after request by Landlord, Tenant shall execute and deliver a certificate to any proposed lender or purchaser, or to Landlord, certifying, with any appropriate exceptions, (a) that this Sublease is in full force and effect without modification except as noted, (b) the amount, if any, of prepaid rent and deposits paid by Tenant to Landlord (and not returned to Tenant), (c) the nature and kind of concessions, rental or otherwise, if any, which Tenant has received or is entitled to receive, (d) that, to Tenant's knowledge, Landlord has performed all of its obligations due to be performed under this Sublease and that there are no defenses, counterclaims, deductions or offsets outstanding or other excuses for Tenant's performance under this Sublease as of such date, and (e) any other fact reasonably requested by Landlord or such proposed lender or purchaser. 13.2 Subordination and Attornment. Tenant agrees that this Sublease is subject and subordinate to(i) the lien ofany mortgage,deed oftrust orother encumbrance ofthe Building or the Real Property, (ii) all present and future ground or underlying leases of the Building or Real Property now or hereafter in force against the Building or Real Property, and (iii) all renewals, extensions, modifications, consolidations, and replacements of the items described in clauses (i) and (ii), provided that the mortgagee or beneficiary thereunder agrees that so long as no Event of Default exists, (a) Tenant 's possession of the Premises and rights and privileges under this Sublease shall not be diminished or interfered with by such mortgagee or beneficiary during the term of this Sublease or any extensions or renewals hereof, and (b) such mortgagee or beneficiary or lessor will not join Tenant as party for the purpose of terminating or otherwise affecting Tenant's interest in this Sublease in any action of foreclosure or other proceeding to enforce any rightsarising out ofany defaultunder any mortgageordeed oftrust. 13.3 Subordination Agreement. The subordination described in this ArticleXIIIis self-operative, and no further instrument of subordination shall be required to make it effective. To confirm this subordination, however, Tenant shall, within fifteen (15) days after Landlord's request, execute any further instruments or assurances in recordable form that Landlord reasonably considers necessary to evidence or confirm the subordination of this Sublease to any such encumbrances or underlying leases, provided that that any such instrument provides that the mortgagee or the beneficiary agrees that so long as no Event of Defaultexists,(a)Tenant's possession of the Premisesand rightsand privileges under this Sublease shall not be diminished or interfered with by such mortgagee or beneficiary during the term of this Sublease or any extensions or renewals hereof, and (b) such mortgagee or beneficiary will not join Tenant as party for the purpose of terminating or otherwise affecting Tenant's interest in this Sublease in any action of foreclosure or other proceeding to enforce any rights arising out of any default under any mortgage or deed of trust. Tenant shall have no obligation to execute any instrument subordinating its rights hereunder to the lien of any mortgage or deed of trust unless such instrument contains the foregoing conditions. Tenant's failure to execute and deliver such instrument(s) shall constitute a default under this Sublease. 13.4 Attornment. Tenant covenants and agrees to attorn to the transferee of Landlord's interestinthe Real Property or the Building by foreclosure, deed in lieu of foreclosure, exercise of any remedy provided in any encumbrance or underlying lease affecting the Building or the Real Property, or operation of law (without any deductions or setoffs), if requested to do so by the transferee, and to recognize the transferee as the lessor under this Sublease. The transferee shall not be liable for any acts, omissions, or defaults of Landlord that occurred before the sale or conveyance other than acts, omissions or defaults that are continuing upon transferee's acquisition of the Real Property and Transferee fails to cure the same after receiving notice thereof. 13.5 Notice of Default; Right to Cure. Tenant agrees to give written notice of any default by Landlord to the holder of any encumbrance or underlying lease affecting the Building or the Real Property, provided that Tenant has received written notice ofthe name and address of such encumbrance holder or lessor. Tenant agrees that, before it exercises any rights or remedies under the Sublease, the lienholder or lessor shall have the right, but not the obligation, to cure the default within the same time, if any, given to Landlord to cure the default, plus an additional thirty (30) days. Tenant agrees that this cure period shall be extended by the time (not to exceed an additional sixty (60) days) necessary for the lienholder to begin foreclosure proceedings and to obtain possession of the Building or Real Property, as applicable. 13.6 Nondisturbance. Landlord agrees to use commercially reasonable efforts to obtain from the holder ofany existing and future indebtedness secured by the Building, a subordination, nondisturbance and attornment agreement which provides that in the event offoreclosure ortransferinlieu of foreclosure,solong asnodefaultbyTenant has occurred under this Sublease and remains uncured beyond any applicable cure period (i) Tenant shall not be named or joined in any proceeding that may be instituted to foreclose or enforce the mortgage unless such joinder is legally required to perfect such proceeding, and (ii) Tenant's possession and use of the Premises in accordance with the provisions of the Sublease shall not be affected or disturbed by reason of the subordination to or any modification of or default under the mortgage. ARTICLE XIV SURRENDER OF PREMISES; HOLDING OVER 14.1 Surrender of Premises. Onexpiration of this Sublease, Tenant shall surrender the Premises in the same condition as when theTerm commenced, ordinary wear and tear excepted. Except for furniture, equipment and trade fixtures (other than those which are affixed to the Premises so that they cannot be removed without material damage to the Premises) all alterations, additions or improvements, whether temporary or permanent in character, made in or upon the Premises, either by Landlord or Tenant, shall be Landlord's property and at the expiration or earlier termination of the Sublease shall remain on the Premises without compensation to Tenant; provided that, upon reasonable written request of Landlord, Tenant shall, at its expense and without delay, remove any alterations, additions or improvements (including, without limitation, all telecommunications equipment and cabling, and all alterations and improvements made by Tenant after the Commencement Date) made to the Premises by Tenant and designated by Landlord to be removed, and shall repair any damage to the Premises or the Building caused by such removal. If Tenant fails to complete any removal required by this section or to repair the Premises, Landlord may complete such removal and repair, and Tenant shall reimburse Landlord therefor. If Tenant fails to remove such property as required under this Sublease, Landlord may dispose of such property in its sole discretion without any liability to Tenant, and further may charge the cost of any such disposition to Tenant. 14.2 Hold Over Tenancy. If Tenant remains in possession of the Premises after the expiration or earlier termination of this Sublease with Landlord's written consent, Tenant shall be deemed, at Landlord's option, to occupy the Premises as a tenant from month-to-month. During such tenancy (and prior to any termination by Landlord), Tenant agrees to pay Landlord, monthly in advance, an amount equal to: (a) during the first ninety (90) days of such tenancy One Hundred Twenty Five Percent (125%) of all Base Rent which would become due during the last month of the Term, together with all other amounts payable by Tenant to Landlord under this Sublease, and (b) for any period following the first ninety (90) days of such tenancy, One Hundred Fifty Percent (150%) of all Base Rent which would become due during the last month of the Term, together with all other amounts payable by Tenant to Landlord under this Sublease. Except as provided in the preceding sentence, such month-to-month tenancy shall be on the same terms and conditions of this Sublease except that any renewal options, expansion options, rights of first refusal or any other rights or options pertaining to additional space in the Building contained in this Sublease shall be deemed to be terminated and shall be inapplicable thereto. Landlord's acceptance of rent after such holding over with Landlord's written consent shall not result in any other tenancy or in a renewal of the initial term of this Sublease. If Tenant remains in possession of the Premises after the expiration or earlier termination of this Sublease without Landlord's written consent, Tenant's continued possession shall be on the basis of a tenancy at sufferance and Tenant shall pay monthly Rent during the holdover period in an amount equal to two hundred percent (200%) of all Base Rent which would become due the last month of the Term, togetherwith all other amounts payable by Tenant to Landlord. ARTICLE XV LANDLORD'S RESERVED RIGHTS. 15.1 Rights Reserved to Landlord. Without notice and without liability to Tenant, and without affecting an eviction or disturbance of Tenant's use or possession, Landlord shall have the right to (i) grant utility easements or other easements in, or subdivide or make other changes in the legal status of the Land, the Building or the Real Property as Landlord shall deem appropriate in its sole discretion,provided such changes do not substantially interfere with Tenant's use of the Premises for the Permitted Use; (ii) enter the Premises at reasonable times and with reasonable advance notice (and at any time in the event of an emergency), to inspect (including inspections by prospective lenders for or buyers of the Real Property), or repair the Premises or the Building and to perform any acts related to the safety, protection, reletting, sale or improvement of the Premises or the Building; (iii) install and maintain signs on and in the Building and the Real Property; and (iv) make such rules and regulations as, in the reasonable judgment of Landlord, may be needed from time to time for the safety of the tenants, the care and cleanliness of the Premises, the Building and the Real Property and the preservation of good order therein. Landlord shall at all times retain a key with which to unlock all of the doors in the Premises, except Tenant's vaults and safes. If an emergency necessitates immediate access to thePremises, Landlord may use whatever force is necessary to enter the Premises and any such entry to the Premises shall not constitute a forcible or unlawful entry into the Premises, a detainer of the Premises or an eviction of Tenant from the Premises or any portion thereof. ARTICLE XVI DEFAULT AND REMEDIES 16.1 Tenant's Default. It shall be an "Event of Default" hereunder if Tenant shall: (a) fail to pay when due any monthly installment of Rent (or, if applicable under this Sublease, Operating Expenses), or fail to pay any other amount owed by Tenant to Landlord under this Sublease as and when due and such failure continues for five (5) days following written notice thereof to Tenant by Landlord; (b) fail to provide any certificate, instrument or assurance as required pursuant to Article IX if the failure continues for five (5) days after written notice of the failure from Landlord to Tenant; (c) make a general assignment for the benefit of its creditors or file a petition for bankruptcy orother reorganization, liquidation, dissolution or similar relief; (d) have a proceeding filed against Tenant seeking any relief mentioned in (c) above which is not discharged within sixty (60) days thereafter; (e) have a trustee, receiver or liquidator appointed for Tenant or a substantial part of its property; (f) abandon the Premises for more than three (3) consecutive months; (g) assign this Sublease or sublease any portion of the Premises inviolation of Article X; or (h) fail to comply with any other provision of this Sublease in the manner required hereunder and such failure continues for thirty (30) days after written notice thereof to Tenant by Landlord (or if the noncompliance cannot by its nature be cured within the thirty (30)-day period, if Tenant fails to commence to cure such noncompliance within the thirty (30)-day period and thereafter diligently prosecute such cure to completion). 16.2 Remedies on Default. Upon the occurrence of an Event of Default, Landlord shall have the right to pursue anyone or more of the following remedies in addition to any other remedies now or later available to Landlord at law or in equity. These remedies are not exclusive but instead are cumulative. (a) Continue Sublease. Landlord may continue this Sublease in full force and effect. In such case, so long as Landlord does not terminate Tenant's right to possession, the Sublease will continue in effect and Landlord shall have the right to collect Rent when due, and may undertake efforts to relet the Premises, or any part of them, to third parties for Tenant's account. Tenant shall be liable to Landlord for all reasonable costs Landlord incurs in reletting the Premises including, without limitation, broker's commissions, expenses of remodeling the Premises required by the reletting, and like costs. Reletting can be for a period shorter or longer than the remaining term of this Sublease. Tenant shall pay to Landlord the Rent due under this Sublease on the date the Rent is due, less the Rent Landlord receives from any reletting. No act by Landlord allowed by this section shall terminate this Sublease unless Landlord terminates Tenant's right to possession. After an Event of Default and for as long as Landlord does not terminate Tenant's right to possession of the Premises, if Tenant obtains Landlord's consent, Tenant shall have the right to assign or sublet its interest in this Sublease, but Tenant shall not be released from liability. (b) Terminate Sublease. Landlord may terminate the Sublease and Tenant's right to possession of the Premises at any time following an Event of Default. No act by Landlord other than giving written notice to Tenant shall terminate this Sublease. Acts of maintenance, efforts to relet the Premises or the appointment of a receiver on Landlord's initiative to protect Landlord's interest under this Sublease shall not constitute a termination of Tenant's right to possession. On termination, Landlord shall have the right to recover from Tenant all ofthe following: (i) The worth, at the time of the award, of any unpaid Rent that had been earned at the time oftermination of this Sublease; (ii) The worth, at the time of the award, of the amount by which the unpaid Rent that would have been earned after the date of termination of this Sublease until the time of the award exceeds the amount of the unpaid Rent that Tenant proves could have been reasonably avoided; (iii) The worth, at the time of the award, of the amount by which the unpaid Rent for the balance of the Term after the time of the award exceeds the amount of unpaid Rent that Tenant proves could have been reasonably avoided; (iv) Any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant's failure to perform obligations under this Sublease, including, without limitation, brokerage commissions, advertising expenses, expenses of remodeling the Premises for a new tenant, and any special concessions made to obtain a new tenant; and (v) Any other amounts, in addition to or in lieu of those listed above that may be permitted by law. "The worth, at the time of the award" as used in clauses (i) and (ii) of this Paragraph (b) is to be computed by allowing interest at the maximum rate allowed by law at that time, or if there is no such maximum, at a rate of ten percent (10%) per annum. "The worth, at the time of the award," as referred to in clause (iii) of this Paragraph (b) is to be computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (I %). (c) Receiver. Landlord shall have the right to have a receiver appointed to collect Rent. Neither the filing of a petition for the appointment of a receiver nor the appointment itself shall constitute an election by Landlord to terminate this Sublease. 16.3 Landlord's Default. Landlord's failure to perform any of its obligations under this Sublease shall constitute a Landlord Event of Default hereunder if the failure continues for thirty (30) days after written notice of the failure from Tenant to Landlord. If the required performance cannot be completed within thirty (30) days, Landlord's failure to perform shall not constitute a Landlord Event of Default if Landlord undertakes to cure the failure within such thirty (30)-day period and diligently and continuously attempts to complete the cure as soon as reasonably possible. Tenant waives any right to terminate this Sublease and to vacate the Premises upon Landlord's default under this Sublease. Tenant's sole remedy on Landlord's default is an action for damages or injunctive or declaratory relief. ARTICLE XVII PARKING 17.1 Parking. Landlord hereby grants to Tenant a nonexclusive license and right, in common with Landlord and all persons conducting business on the Real Property and their respective customers, guests, licensees, invitees, employees and agents, to use the retail parking area, excluding reserved spaces, located on the Real Property for vehicular parking, such nonexclusive license to be appurtenant to Tenant's leasehold estate created by this Sublease. Tenant may use unreserved parking spaces in Landlord's surface retail parking lot on an unreserved basis. The nonexclusive license and right granted pursuant to this section shall be subject to the Rules and Regulations. There shall be no overnight parking of any vehicles, and vehicles which have been parked in violation of the terms hereof may be towed away at the owner's expense. Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant's employees, suppliers, shippers, customers or invitees to be loaded, unloaded, or parked in areas other than those designated by Landlord for such activities. Landlord reserves the right to assign reserved parking spaces at its discretion to individual tenants, but under no circumstance will Tenant be assigned fewer than three (3) parking spaces. ARTICLE XVIII MISCELLANEOUS 18.1 No Waiver. No receipt and retention by Landlord of any payment tendered by Tenant in connection with this Sublease shall constitute an accord and satisfaction, or a compromise or other settlement, notwithstanding any accompanying statement, instruction or other assertion to the contrary unless Landlord expressly agrees to an accord and satisfaction, or a compromise or other settlement, in a separate writing duly executed by Landlord. Landlord will be entitled to treat any such payments as being received on account of any item or items of Rent, interest, expense or damage due in connection herewith, in such amounts and in such order as Landlord may determine at its sole option. Failure of any party to exercise any right in one or more instance shall not be construed as a waiver of the right to strict performance or as an amendment to or modification of this Sublease. Any waiver of any condition or provision set forth in this Sublease shall not be deemed a waiver of any subsequent breach of such condition or provision or of any other condition or provision, nor shall any such waiver be deemed a continuing waiver. 18.2 Severability. The Parties intend this Sublease to be legally valid and enforceable in accordance with all of its terms to the fullest extent permitted by law. If an arbitrator or a court of competent jurisdiction holds any provision hereof to be invalid or unenforceable in whole or in part for any reason, the validity and enforceability of the remaining clauses, or portions of them, shall not be affected unless an essential purpose of this Sublease would be defeated by loss of the invalid or unenforceable provision. 18.3 Governing Law; Construction. This Sublease shall be construed according to the laws of the State of California without regard to principles of conflict of laws. The parties acknowledge that this Sublease is the product of negotiation and compromise on the part of both parties, and agree that the provisions hereof shall be construed in accordance with their fair meaning and not in accordance with any rule providing for interpretation against the party who causes the uncertainty to exist or against the drafter. The captions used for the Sections and Articles of this Sublease have been inserted for convenience only and shall not be used to alter or interpret the content of this Sublease. 18.4 Binding Effect; Survival. The covenants, conditions, warranties and agreements contained in this Sublease shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. The representations and warranties of Landlord and Tenant and the indemnification obligations of Landlord and Tenant set forth herein shall survive the expiration or termination of this Sublease as shall all other provisions hereof which are intended to survive such expiration or termination. 18.5 Time. Time is ofthe essence ofeach provision ofthis Sublease. 18.6 Entire Agreement; Amendments. This Sublease and all exhibits attached hereto and incorporated herein by this reference, constitutes the final, complete, and exclusive statement of the terms of the agreement between Landlord and Tenant pertaining to the lease of space in the Building and supersedes all prior and contemporaneous understandings or agreements of the parties. This Sublease may not be amended or modified except in a writing signed by both parties. 18.7 Notices. All notices delivered pursuant to this Sublease shall be in writing and delivered to Landlord or Tenant at the applicable address designated in Section 1.1 or to such other address as may hereafter be designated by either party by written notice delivered to the other party in accordance with this Section. Such notices shall be effective upon receipt or refusal of delivery. Such notices shall be sent by (i) United States mail, certified mail with return receipt requested, or (ii) overnight delivery service. 18.8 Force Majeure. Except as otherwise provided in this Sublease, the time for performance of an obligation other than the payment of money under this Sublease shall be extended for the period during which a party is prevented from performing due to Unavoidable Delay. "Unavoidable delay" shall mean any and all delay beyond the applicable party's reasonable control, including without limitation, delays caused by the other party; governmental restrictions, regulations, controls, preemptions or delays; orders of civil, military or naval authorities; strikes, labor disputes, lock-outs, shortages of labor or materials or reasonable substitutes therefore; Acts of God; fire, earthquake, floods, explosions or other casualties; extreme weather conditions or other actions of the elements; enemy action, civil commotion, riot or insurrection. 18.9 Attorneys' Fees; Prejudgment Interest. If the services of an attorney are required by either Party to secure the performance hereof or otherwise upon the breach or default of the other Party, or if any judicial remedy is necessary to enforce or interpret any provision of this Sublease, or if the services of an attorney are required upon the bankruptcy of a party to this Sublease to compel or object to assumption or rejection of this Sublease, seek relief from the automatic stay or object to an action to recover a preference or fraudulent transfer, the prevailing party shall be entitled to reasonable attorneys' fees, costs, expert witnesses fees, post judgment collection costs, and other expenses, in addition to any other relief to which such party may be entitled. Any award of damages following judicial remedy as a result of the breach of this Sublease or any of its provisions shall include an award of prejudgment interest from the date of the breach at the maximum amount of interest allowed by law. 18.10 Authority. Each Party warrants and represents that it has full authority to enter into this Sublease, that this Sublease constitutes a binding obligation of such Party, and that the individual(s) signing on behalf of such party are duly authorized to bind such Party hereto. In that regard, Landlord represents that title to the Real Property was previously conveyed from the Redevelopment Agency of the City of South San Francisco, a public body, corporate and politic, to the City of San Francisco, a municipal corporation, prior to the dissolution of the Redevelopment Agency effective February 1, 2012. By operation of law, real property held by the former Redevelopment Agency is or will be transferred to the Successor Agency as successor in interest. The governing bodies of the Successor Agency and the City agree to take such actions as may be necessary to approve, affirm or ratify this Sublease. 18.11 Landlord Approvals. Whenever the consent or approval of Landlord is required hereunder, such consent or approval may be granted or withheld by the Successor Agency Executive Director/City Manager or his or her designee, unless the Successor Agency Executive Director/City Manager determines in his orher discretion that such matter shall be referred to the Successor Agency/City governing board(s) for consideration. 18.12 Counterparts. This Sublease may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by any other party. This Sublease shall take effect when signed by all parties hereto and all parties have written notice of the signature of all the remaining parties. The parties agree that a signed copy of this Sublease transmitted by one party to the other party(ies) by facsimile transmission shall be binding upon the sending party to the same extent as if it had delivered a signed original ofthe Sublease. . 18.13 Brokers. With the exception of SC Properties’ commission contemplated in Section 18.13.1 below, Tenant and Landlord each represent and warrant to the other that except as stated in this Section, no broker or agent is entitled to a broker's commission or finder's fee in connection with the execution of this Sublease or the consummation ofthe transaction contemplated hereby, and each Party agrees to defend and indemnify the other Party against any loss, expense or liability incurred by the other party as a result of a breach of such representation and warranty. The provisions of this Section shall survivethe expirationor earlier terminationofthe Sublease. 18.13.1 SC Properties.Landlord and SC Properties (“Contractor”) entered into that certain Professional Services Agreement ("Agreement") dated December 2015, whereby Contractor agreed to perform professional services related to the marketing of commercial leases for retail space at 636 El Camino Real, South San Francisco. As compensation for services performed, Landlord willpay Contractor according to the commission schedule for the full and satisfactory completion of the work in accordance with the terms and conditions of the Agreement. 18.14 Submission of Sublease. Submission of this document for examination or signature by the Parties does not constitute an option or offer to lease the Premises on the terms in this document or a reservation of the Premises in favor of Tenant. This document is not effective as a lease or otherwise until executed and delivered by both Landlord and Tenant. 18.15 Non-Agency. It is not the intention of Landlord or Tenant to create hereby a relationship of principal and agent, and under no circumstances shall Tenant be considered theagent of Landlord, it being the sole purpose and intent of the Parties to create a relationship lflandlord and tenant. 18.16 No Merger. The voluntary or other surrender of this Sublease by Tenant or a mutual cancellation thereof, or a termination by Landlord, shall not work a merger, and shall at the option of Landlord terminate all or any existing subtenancies or may at the option of Landlord, operate as an assignment to Landlord of any or all such subtenancies. SIGNATURES ON FOLLOWING PAGE . NOW, THEREFORE,Landlord andTenant haveexecuted this Sublease as ofthe date first written above. LANDLORD, City of South San Francisco TENANT, Cool Tea Bar, LLC By: By: Its: City Manager Its Date: Date: __________________________________________ City Attorney, Approved as to Form __________________________________________ City Clerk, Attest EXHIBIT A DIAGRAM OF PREMISES EXHIBIT B RULES AND REGULATIONS No portion of the Building or Premisesshall be used for any of the following uses: 1. Gymnasium or health club. 2. Bowling alley, billiard or pool hall, nightclub, dance hall, video game arcade, skating rink,or other place of recreation or amusement. 3. Car Wash. 4. Any liquor store or business serving alcoholic beverages (other than a restaurant or other food serving business, such as a wine-and-cheese store). 5. Anyuseoroperation whichisobnoxious toorout ofharmony withthe developmentor operation ofaresidential/retail project,including,but notlimited to, the following: (i)anynoise orsound thatisobjectionable duetointermittence,beat,frequency, shrillness or loudness; (ii) any obnoxious odor; (iii) use, storage, transportation, handling, manufacture, or emission of any noxious, toxic, caustic or corrosive fuel or gas or other hazardous or toxic substance, except in the ordinarycourse or operationsofapermitted retail business (except the purpose of the permitted retail businessshall notbeto sellgasoline or any otherhazardousmaterials); (iv) emission of microwave, radio wave, or other similar electronic, light or noise radiation at levelswhich aredangerousto health or which interferewith the proper operation of electronic, telephone, computer or other business equipment of tenants of the Retail Property; (v) any dust, dirt or fly ash in excessive quantities; (vi)any usual fire, explosion or other damaging or dangerous hazard; (vii) any warehouse, assembly, manufacturing, distillation, refining, smelting, agriculture or mining operations; (viii) any mobile home or trailer court, labor camp, junkyard, stockyard or animal raising (other than pet shops); (ix) any above surface drilling for and/or removal of subsurface substances; (x)any dumping of garbage or refuse (other than in dumpsters or compactors designed for such purpose); (xi) any commercial laundry or dry cleaning plant (as opposed to a retail store with incidental onsite laundry), veterinary hospital, car washing establishment, mortuary or similar service establishment; (xii) any automobile body and fender repair work; (xiii) the operation of a "head shop," so-called, or other business devoted to the sale of articles or merchandise normally used or associated with illegal or unlawful activities, such as but not limited to the sale of paraphernalia used in connection with marijuana, cocaine or other controlled substances; (xiv) a massage parlor; (xv) the operation of a business, any portion of which constitutes an "Adult entertainment business" as defined in the City's Municipal Code; such uses include, without limitation,adult news racks,adult bookstores,adultmotion picture theatersand paraphernalia businesses; (xvi) automotive sales(selling new or used cars,trailers ormobile homes)and services; (xvii) factory; (xviii) industrial usage; (xix) processing or renderingplant; (xx)Any public or private nuisance (asdefined in California Civil Code §3479) connected with businessoperationson the Property; (xxi) Any pawnshop or retail salesoperationinvolving second-hand merchandise; (xxii) Anygunshop orretailsalesoperationforwhichthemain commercialuseor business operation is thesale of guns; and (xxiii)Anyretail sales operation forwhich theaverageprice ofmerchandise is$5.00 or less(assuchamount is increased in accordance with theconsumerpriceindex), except that thisprohibition shall not applyto (a)anyretailsales operation for which the main commercial use or businessoperation isthe sale offoodand/or beverages,or (b) kiosks. 2673211.1 . '. City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:16-606,Version:1 Resolution approving a sublease agreement with Cool Tea Bar,LLC for the commercial space at 630 El Camino Real and authorizing the City Manager to execute said agreement. WHEREAS,in March 2016,staff instructed SC Properties,the City’s property management firm,to advertise for a tenant for 630 El Camino Real.SC Properties prepared marketing material and advertised for two units at 636 El Camino Real utilizing standard real estate resources including advertising the units on the “Loopnet”real estate website,placing “for lease”signs on the building,and calling retail businesses that are known to be expanding; and WHEREAS,in June 2016,the property manager received two formal proposals to lease 630 El Camino Real, one from Cool Tea Bar, LLC (“Cool Tea Bar”) and one from Antigua; and WHEREAS,SC Properties and staff reviewed the proposals to ascertain the most suitable tenant for the unit; and WHEREAS,in reviewing the proposals,SC Properties and staff considered financial information, proposed rent,tenant improvements,strength of credit and capital resources,business plans,type of business, likelihood of success in the unit,and neighborhood compatibility,and determined that Cool Tea Bar was the most suitable tenant for the unit; and WHEREAS,Cool Tea Bar is proposing to rent the unit at a rental rate which is more than 23 percent higher than the previous tenant,which will allow the City to realize a net income of $242,112 over 60 months; and WHEREAS,Cool Tea Bar is not requesting a tenant improvement allowance and the company financials show that it can operate at that location without any credits or subsidies; and WHEREAS,the sublease agreement will contain standard provisions,including the term of the Sublease,the time-table for rent increases,periodic provision of sales reports and financial information, circumstances for extension of the term,maintenance requirements and responsibilities,insurance and liability, and the commencement date; and WHEREAS,staff recommends that the City Council approve a sublease agreement with Cool Tea Bar for the commercial space at 630 El Camino Real. City of South San Francisco Printed on 9/22/2016Page 1 of 2 powered by Legistar™ File #:16-606,Version:1 NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby takes the following actions: 1.Approves a sublease agreement with Cool Tear Bar, for 630 El Camino Real, in substantially the same form attached hereto and incorporated herein; and 2.Authorizes the City Manager, or his designee, to execute said agreement, to make any revisions, amendments, or modifications, subject to review and approval of the City Attorney, deemed necessary to carry out the intent of this Resolution and which do not materially alter or increase the City’s obligations thereunder 3.Authorizes the City Manager to take any other related actions necessary to carry out the intent of this Resolution. ****** City of South San Francisco Printed on 9/22/2016Page 2 of 2 powered by Legistar™ SUBLEASE AGREEMENT (630 EI Camino Real) This Sublease Agreement ("Sublease") is entered into effective as of ___7/1/2016______, (the "Effective Date") by and between the City of South San Francisco, a California municipal corporation, ("Landlord" or "City"), and ____Cool Tea Bar, LLC________(collectively "Tenant"). Landlord and Tenant are hereinafter referred to collectively as the ("Parties"), ARTICLE I BASIC SUBLEASE PROVISIONS 1.1 Landlord's mailing address: City of South San Francisco P.O. Box 711, South San Francisco, CA 94083. 1.2 Landlord's contact: Ron Gerber, Housing and Economic Development Manager Telephone: (650) 829-6620 1.3 Tenant's address: 42876 Albrae St. Freemont, Ca 94538 1.4 Tenant's contact: Ringo Siu 1.5 Premises address: 630 EI Camino Real South San Francisco, CA 94080 1.6 Premises Square Footage and Location: Rentable Square Footage: Approximately 1,600 square feet Usable Square Footage: Approximately 1,600squarefeet Premises are depicted in Exhibit A. 1.7 Commencement Date: 7/1/2016 1.8 Term: Sixty (60) months. 1.9 Expiration Date:7/31/2021 1.10 Option(s) to Extend Term: one (1) options to extend the Term for a period of sixty (60) months. See Section 3.5. 1.11 Base Rent: Period Monthly Annual Base Rent Per (Month) Period (Month)Monthly Base Rent(does not include Additional Rent amounts that are due pursuant to Section 4) 1-12 $3,800 13-24 $3,914 25-36 $4,032 37-48 $4,153 49-60 $4,277 See Section 4.3 regarding Triple Net Expenses in addition to Base Rent and Section 4.1 regarding annual increases beginning as ofthe thirteenth (13th) month,. 1.12 Security Deposit: _____$7,600_____,due upon Tenant's execution ofthe Sublease. 1.13 Rent Commencement: Sixty (60) Days upon execution of the lease. 1.14 Permitted Uses: Retail sales, sit-down and take-out of tea and related specialty drinks, smoothies, juices and for no other purpose. 1.15 Parking:Tenant may use unreserved parking spaces in Landlord 's surface retail parking lot on an unreserved basis. Landlord reserves the right to assign reserved parking spaces at its discretion to individual tenants, but under no circumstance will Tenant be assigned fewer than three (3) parking spaces. ARTICLE II DEFINITIONS Definitions. As used in this Sublease, the following terms shall have the definitions set forth below. Additional terms are defined in the remainder of the Sublease. 2.1 "Additional Rent" means any and all sums other than Base Rent which Tenant is or becomes obligated to pay to Landlord under this Sublease (whether or not specifically called "Additional Rent" in this Sublease). 2.2 "Affiliate of Tenant" means any entity that controls, is controlled by, or is under common control with Tenant. "Control" means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity's affairs. 2.3 "Alterations" means any alterations, decorations, modifications, additions or improvements made in, on, about, under or contiguous to the Premises by or for the benefit ofTenant (other than the Tenant Improvements) including but not limited to, telecommunications and/or data cabling, lighting, HVAC and electrical fixtures, pipes and conduits, partitions, cabinetwork and carpeting. 2.4 "Applicable Laws" is defined in Section 5.4. 2.5 "Base Rent"means for each Sublease Year the monthly amount payable for the amount ofsquare feet of the Premisesrented by Tenant asset forth in Section 1.11 . 2.6 "Building" means the building located at 636 El Camino Real, South San Francisco, California. 2.7 "Claims" is defined in Section 6.3. 2.8 "Commencement Date" is the date set forth in Section 1.7. 2.9 "Common Area" means all areas and facilities located on the Land or in the Building, exclusive of the Premises. The Common Area includes, but is not limited to, retail parking areas, access and perimeter roads, sidewalks, landscaped areas and similar areas and facilities. 2.10 "Environmental Laws" is defined in Section 6.6. 2.11 "Hazardous Material" is defined in Section 6.5. 2.12 "IndemniteesisdefinedinSection6.3. 2.13 "Master Lease Agreement" is defined in Section 3.1. 2.14 "Premises" means the premises shown on Exhibit A consisting of 1,600 square feet of rentable space in the Building 2.15 "Real Property" means collectively, (i) the Building; (ii) the parcel of real property on which the Building is situated (the "Land"); and (iii) the other improvements on the Land, including, without limitation, a retail parking lot, driveways, lighting and landscaping. 2.16 "Real Property Taxes" is defined in Section 4.5. 2.17 "Rent" means Base Rent andanyAdditional Rent, collectively. 2.18 "Rules and Regulations" means the Rules and Regulations set forth in Exhibit B attached hereto as such may be modified or amended from time to time by Landlord. 2.19 Deleted 2.20 "Tenant Parties" is defined in Section 6.1. 2.21 "Term" means the term of this Sublease as set forth in Section 1.8 as such may be extended pursuant to the terms hereof. ARTICLE III PREMISES AND TERM 3.1 Lease and Sublease of Premises. Landlord leases the Premises pursuant to its assignment and assumption of a Master Lease Agreement dated as of March I, 2011between MP South City, L.P., a California limited partnership, and the former Redevelopment Agency of the City of South San Francisco, and incorporated herein by reference ("Master Lease Agreement"). Tenant shall comply with the terms of the Master Lease Agreement to the extent applicable to the Premises subleased to Tenant. Subject to and upon the terms and conditions set forth herein, Landlord hereby subleases the Premises to Tenant and Tenant hereby subleases the Premises from Landlord. The Premises consist of the Building commonly known as 636 EI Camino Real which is depicted in the diagram attached hereto as Exhibit A. Tenant acknowledges that Landlord has made no representation or warranty regarding the condition of the Premises, the Building or the Real Property except as specifically stated in this Sublease. As used in this Sublease, the term "Rentable Square Footage" means the net rentable area measured according to standards similar to the standards published by the Building Owners and Managers Association International, Publication ANSI Z65.1-1996, as amended from time to time. The Parties agree that the Rentable Square Footage of the Premises is 1,600 square feet and the Usable Square Footage of the Premises is 1,600 square feet. Tenant and Landlord hereby stipulate and agree that the same are correct, notwithstanding any minor variations in measurement or other minor variations that may have been incurred in the calculation thereof. If the Building is ever demolished, altered, remodeled, renovated, expanded or otherwise changed in such a manner as to alter the amount of space contained therein, then the Rentable Square Footage of the Building shall be adjusted and recalculated by using the foregoing method of determining Rentable Square Footage, but such recalculation shallnot increase the rental hereunder. The Rentable Square Footage of the Building is stipulated for all purposes to be 1,600 square feet. 3.1.1 Appurtenant Rights. Tenant is granted the right during the Term to the nonexclusive use of the common corridorsand hallways. Landlord has sole discretion to determine the manner in which the public and common areas are maintained and operated, and the use of such areas shall be subject to the Rules and Regulations. 3.2 Term and Commencement. The Term of this Sublease shall commence on the Commencement Date, and unless sooner terminated as provided herein, the Term shall be for the period set forth in Section 1.8 as the same may be extended in accordance with any option oroptions to extend the Term granted herein. 3.3 Delay in Delivery of Premises. If Landlord fails to deliver possession of the Premises to Tenant on or before the Commencement Date, Landlord shall not be subject to any liability for its failure to do so.This failure shall not affect the validity of this Sublease or the obligations of Tenant hereunder, but the Sublease Term shall commence on the date upon which Landlord delivers possession of the Premises to Tenant. 3.4 Early Access. Tenant shall not occupy the Premises prior to the Commencement Date except with the express prior written consent of Landlord. Provided that (i) the Sublease has been executed by Tenant and Landlord; (ii) Tenant has provided to Landlord certificates of insurance for all insurance that Tenant is required to maintain under this Sublease, the Security Deposit, and the amount of first month 's Rent; and (iii) such access does not interfere with the work of Landlord, or including without limitationany work of another tenant; Tenant shall be permitted to access to the Premises commencing upon full execution of this Sublease, and thus prior to the Commencement Date, for the purpose of installing Tenant's designated trade fixtures and other necessary improvements and to conduct such work as may be necessary to obtain necessary permits. Such early access shall not be for the purpose of operating Tenant's business on the Premises. Prior to the Commencement Date, all of the terms and provisions of this Sublease shall apply to Tenant' s use of the Premises except for the requirement for the payment of Rent beyond that provided for in this Section 3.4, and Tenant shall abide by all of such terms and provisions. 3.5 Options to Extend Term. Landlord grants Tenant one (1) optionto extend the Sublease Term ("Extension Options") for a period of sixty (60) months ("Extension Terms"), subject to the conditions set forth in this Section 3.5. Tenant shall have no other right to extend the Term beyond the Extension Term. 3.5.1 Extension Option Conditions. An Extension Option may be exercised with respect to all or any portion of the Premises,subject to this Sublease at the time of exercise,only by written notice delivered by Tenant to Landlord no later than nine (9) months prior to the expiration of the initial Term , and only if as of the date of delivery of the notice, Tenant is not in default under this Sublease. An Extension Option may be exercised only by the originally named Tenant or by an assignee or sublessee approved pursuant to Article X and only if the originally named Tenant or such approved assignee or sublessee is not in default under the Sublease at the time of delivery of notice of exercise and occupies the entire Premises as of the date it exercises the Extension Option. If Tenant or such approved assignee or sublessee properly exercises the Extension Option and is not in default at the end of the initial Term , the Term shall be extended for the applicable Extension Term. The failure to exercise an Extension Option in accordance with this Section shall constitute an election to terminate this Sublease at the end of the initial Term , and Landlord's acceptance of any Rent subsequent to the expiration of such Term shall not constitute a waiver by Landlord of therequirement of timely exercise of the Extension Option by delivery ofnotice pursuant to this Section. 3.5.2 Extension Term Rent. The Rent payable by Tenant during thefirst year ofthe Extension Term shall be equal toa three percent (3%) increase over the Rent payable in the last year of the Initial Term, and shall be increased annually by three percent (3%) of the Rent paid in the prior yearfor each successive year of the Extension Term and subject to all terms and conditions of, the Rent for the initial Term. 3.5.3 Amendment to Sublease. If Tenant timely exercises the Extension Option, Landlord and Tenant shall, within fifteen (15) days after exercising such Option, execute an amendment to this Sublease extending the Term on the terms and conditions set forth in Section 3.5. 3.6 No Representations. Tenant acknowledges that neither Landlord nor any of Landlord's agents has made any representation or warranty as to the suitability or fitness of the Premises for the conduct of Tenant's business, and that neither Landlord nor any of Landlord's agents has agreed to undertake any alterations or additions or to construct any tenant improvements to the Premises except as expressly provided in this Sublease. 3.7 AS-IS Sublease.Tenant acknowledges and agrees that by executing this Sublease Tenant shall be deemed to have approved of all characteristics and conditions of the Premises, the Building and the Real Property, following its own independent investigation and due diligence, and that Tenant is leasing and accepting same in its present condition, "AS IS" WHERE IS AND WITH ALL FAULTS, and no present or latent defect or deficiency in any legal or physical condition thereof, whether or not known or discovered, shall affect the rights of either Landlord or Tenant hereunder, nor shall Rent be reduced as a consequence thereof. Without limiting the foregoing, Landlord shall, prior to the Commencement Date, ensure that the Building's mechanical equipment, plumbingand roof are in working order.Except as expressly provided herein, Landlord shall have no further obligation to make the Building ready for Tenant. Without limiting the foregoing, Landlord and Tenant acknowledge that Landlord shall have no obligation to remove or pay for the removal of flooring and mastic. ARTICLE IV RENT, OPERATING EXPENSES, TAXES AND SECURITY DEPOSIT 4.1 Monthly Rent. From and after the Rent Commencement Date, Tenant shall pay to Landlord for each calendar month of the Term, the monthly Base Rent set forth in Section 1.11, as the same may be adjusted upon Tenant's exercise of the Extension Option as provided in Section 3.5.2. Each monthly installment of Base Rent shall be due and payable to Landlord in lawful money of the United States, in advance, on the first (1st) day of each calendar month during the Termor Extension Term, without abatement, deduction, claim or offset, and without prior notice, invoice or demand, at Landlord's address set forth in Section 1.1 or such other place as Landlord may designate from time to time. Tenant's payment of Base Rent for the first month of the Term shall be delivered to Landlord concurrently with Tenant's execution of this Sublease. Beginning as of the thirteenth (13th) month, and continuing throughoutthe initial Term of this Sublease, annual Rent shall be increased by three percent (3%) of the Rent paid in the prior yearas shown in Section 1.11. 4.2 Prorations. Monthly installments for any fractional calendar month at the beginning or end of the Term shall be prorated based on the number of days in such month. 4.3 Additional Rent; Triple Net Sublease; Property Management Fee. All Additional Rent, including without limitation, all of Tenant's required payments pursuant to this Article IV, shall be due and payable to Landlord in lawful money of the United States without abatement, deduction, claim or offset within twenty (20) days of receipt of Landlord's invoice or statement for same (or if this Sublease provides another time for the payment of certain items of Additional Rent, then at such other time) at Landlord's address set forth in Section 1.1 or such other place as Landlord may designate from time to time. This is a triple net sublease to Landlord. Tenant agrees to pay, without abatement, deduction, claim or offset, all costs and expenses relating to the Premises or any part thereof, of any kind or nature whatsoever. Such costs and expenses shall include, without limitation, all amounts attributable to, paid or incurred in connection with the ownership, operation, repair, restoration, maintenance and management of the Premises; property taxes and payments in lieu thereof; rent taxes; gross receipt taxes (whether assessed against Landlord or assessed against Tenant and collected by Landlord, or both); water and sewer charges; insurance premiums (including earthquake); utilities; refuse disposal; lighting (including outside lighting); fire-detection systems including monitoring, maintenance and repair; security; janitorial services; labor; air conditioning and heating; maintenance and repair costs and service contracts; costs of licenses, permits and inspections; and all other costs and expenses paid or incurred with respect to the Premises or part thereof. During the initial Term of this Sublease, triple net expenses shall not exceed $.50 per square foot of rentable space per month. In addition, Tenant shall pay a property management fee of fifteen percent (15%) of the common area maintenance expenses. 4.4 Late Charge. Tenant acknowledges that the late payment of Rent will cause Landlord to incur administrative costs and other damages, the exact amount of which would be impracticable or extremely difficult to ascertain. Landlord and Tenant agree that if Landlord does not receive any such payment within five (5) calendar days after such payment is due, Tenant shall pay to Landlord as Additional Rent an amount equal to five percent (5%) of the overdue amount as a late charge for each month or partial month that such amount remains unpaid. The Parties acknowledge that this late charge represents a fair and reasonable estimate of the costs that Landlord will incur by reason of the late payment by Tenant. Acceptance of any late Rent and late charge therefore shall not prevent Landlord from exercisingany of the other rights and remedies available to Landlord for any other Event of Default under this Sublease. 4.5 Taxes. The term "Real Property Taxes" means any form of tax, assessment, charge, license, fee, rent tax, levy, penalty (if a result of Tenant's delinquency), real property or other tax (other than Landlord's net income, estate, succession, inheritance, or franchise taxes), now or hereafter imposed with respect to the Building, the Real Property or any part thereof (including any Alterations), this Sublease or any Rent payable under this Sublease by any authority having the direct or indirect power to tax, or by any city, county, state or federal government or any improvement district or other district or division thereof, whether such tax or any portion thereof (i) is determined by the area of the Building, the Real Property, or any part thereof or the Rent payable under this Sublease by Tenant, including, but not limited to any gross income or excise tax levied by any of the foregoing authorities with respect to receipt of Rent due under this Sublease, (ii) is levied or assessed in lieu of, in substitution for, or in addition to, existing or additional taxes with respect to the Building, the Real Property or any part thereof whether or not now customary or within the contemplation of Landlord or Tenant, or (iii) is based upon any legal or equitable interest of Landlord in the Building, the Real Property or any part thereof. Tenant and Landlord intend that all Real Property Taxes, including without limitation all new and increased assessments, taxes, possessory interest taxes charged or levied in place of real property taxes, fees, levies, and charges and all similar assessments, taxes, fees, levies and charges shall be included within the definition of Real Property Taxes" for purposes of this Sublease. 4.5.1 Apportionment of Taxes. If the Building is assessed as part of a larger parcel, then Landlord shall equitably apportion the Real Property Taxes and reasonably determine the Real Property Taxes attributable to the Building. If other buildings exist on the assessed parcel, the Real Property Taxes apportioned to the Building shall be based upon the ratio of the square footage of the Building to the square footage of all buildings on the assessed parcel. Landlord' s reasonable determination of such apportionment shall be conclusive. 4.5.2 Tax on Improvements. Notwithstanding anything to the contrary set forth in this Sublease, Tenant shall pay prior to delinquency any and all taxes, fees and charges which are levied or assessed against Landlord or Tenant: (a) upon Tenant's equipment, furniture, fixtures, improvements and other personal property located in the Premises, (b) by virtue of any alterations or leasehold improvements made to the Premises by Tenant, and (c) upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises. If any such tax, fee or charge is paid by Landlord, Tenant shall reimburse Landlord for Landlord's payment upon demand. ARTICLE V USE OF PREMISES 5.1 Permitted Use; Entitlements. The Premises shall be used solely for the purposes set forth in Section 1.14 and for no other purpose without the written consent of Landlord, which may be granted or withheld in Landlord's sole discretion. Tenant shall not do or suffer or permit anything to be done in or about the Premises, the Building or the Real Property, nor bring or keep anything therein that would in any way subject Landlord to any liability, increase the premium rate of or affect any fire, casualty, rent or other insurance relating to the Real Property or any of the contents of the Building, or cause a cancellation of, or give rise to any defense by the insurer to any claim under, or conflict with, any policies for such insurance. If any act or omission of Tenant results in any such increase in premium rates, Tenant shall pay to Landlord upon demand the amount of such increase. Tenant shall bear sole responsibility for obtaining and securing all required permits and other entitlements, pursuant to Applicable Laws, prior to commencing occupancy of the Premises. 5.2 Exclusive Use. Landlord shall not lease other space in or about the Premises to any other tenant whose primary source of business is the Permitted Use described in Section 1.1 4. Such exclusive use provision shall terminate immediately in the event that either; (a) Tenant's Permitted Use ceases as the result of any cause other than remodeling, repair, maintenance or casualty that prohibits Tenant from being open, or (b) Tenant changes its use of the Premises. Further, such exclusive use provision shall not apply to any leases in existence at time of execution of this Sublease or to any incidental sales of excluded items by other tenants. 5.3 Signage. Tenant shall obtain the prior approval of the Landlord, which approval may be withheld in Landlord's sole discretion, before placing any sign or symbol on doors or windows or elsewhere in or about the Premises so as to be visible from the public areas or exterior of the Building, or upon any other part of the Building or Real Property, including building directories. Any signs or symbols which have been placed without Landlord's approval may be removed by Landlord. Upon expiration or termination of this Sublease, all signs installed by Tenant shall be removed and any damage resulting therefrom shall be promptly repaired by Tenant, or such removal and repair may be done by Landlord and the cost charged to Tenant as Additional Rent. Tenant shall be provided signage as a part of the Building directory. Tenant is hereby granted the right to place and maintain in place during the Term of this Sublease Tenant's name on the exterior of the Building with lighting. The design of the signage and the lighting shall be subject to Landlord's approval. Landlord shall determine in its reasonable discretion the position, location and configuration of Tenant's name on the Building. All signs or lettering shall conform in all respects to the sign and/or lettering criteria reasonably established by Landlord. All signage shall comply with regulations promulgated by the City of South San Francisco. 5.4 Rules and Regulations. Tenant shall comply with the rules attached hereto as Exhibit B and any amendments or additions thereto promulgated by Landlord from time to time for the safety, care and cleanliness of the Premises, Building and Real Property (the "Rules and Regulations"). Tenant shall not use or permit any person to use the Premises for any purpose that is contrary to the Rules and Regulations, that violates any Applicable Law, that constitutes waste or nuisance, or that would unreasonably annoy or interfere with other occupants of the Building or the occupants of buildings adjacent to the Building. Landlord shall not be responsible to Tenant for the nonperformance or noncompliance by any other tenant or occupant of the Building of or with any of the Rules and Regulations. In the event of any conflict between the provisions of this Sublease and the provisions of the Rules and Regulations, the provisions of this Sublease shall control. 5.5 Compliance with Laws. Tenant shall procure and maintain all governmental approvals, licenses and permits required for the proper and lawful conduct of Tenant's permitted use of the Premises. Tenant shall throughout the Term comply with and shall not use the Premises, the Building or the Real Property, or suffer or permit anything to be done in or about the same which would in any way conflict with any ofthe following (collectively "Applicable Laws"): (i) the provisions of all recorded covenants, conditions and restrictions applicable to the Building or the Real Property, or (ii) any federal, state, county, local or other governmental agency rules, regulations, statutes, ordinances, orders, standards, requirements or laws now in force or hereafter enacted, promulgated or issued which are applicable to the Real Property, Premises, the Building, or the use or occupancy thereof, including without limitation building, zoning, and fire codes and regulations. ARTICLE VI ENVIRONMENTAL MATTERS 6.1 Use of Hazardous Materials. Tenant shall not cause or permit any Hazardous Material to be generated, brought onto, used, stored, or disposed of in or about the Premises, the Building or the Real Property by Tenant or Tenant's agents, employees, contractors, subtenants or invitees (collectively "Tenant Parties"), except for limited quantities of standard office and janitorial supplies. At Tenant's sole cost and expense, Tenant shall use, store and dispose of all such Hazardous Materials in strict compliance with all Environmental Laws, and shall in all other respects comply with all Environmental Laws. 6.2 Notice of Release or Investigation. If during the Sublease Term (including any extensions), Tenant becomes aware of (a) any actual or threatened release of any Hazardous Material on, under, or about the Premises, the Building or the Real Property, or (b) any inquiry, investigation, proceeding, or claim by anygovernment agency or other person regarding the presence of Hazardous Material on, under, or about the Premises, the Building, or the Real Property, Tenant shall give Landlord written notice of the release or investigation within five (5) days after learning of it and shall simultaneously furnish to Landlord copies of any claims, notices of violation, reports, or other writings received by Tenant that concern the release or investigation. 6.3 Indemnification. Tenant shall defend (with counsel acceptableto Landlord), indemnify and hold harmless Landlord and Landlord's elected and appointed officers, officials, employees, agents and representatives (collectively, "Indemnitees") from and against any and all liabilities, losses, damages, fines, deficiencies, penalties, claims, demands, suits, actions, causes of action, legal or administrative proceedings, judgments, costs and expenses (including without limitation reasonable attorneys' fees and expenses, court costs, expert witness fees and post judgment collection costs) (all of the foregoing, collectively "Claims") resulting or arising from or in connection with any release of any Hazardous Material in or about the Premises, the Building or the Real Property by Tenant, or Tenant's agents, assignees, sublessees, contractors, or invitees, or any other violation of any Environmental Law by Tenant, or Tenant's agents, assignees, sublessees, contractors, or invitees. This indemnification includes: (i) losses attributable to diminution in the value of the Premisesor the Building, (ii) loss or restriction of use of rentable space in the Building, (iii) adverse effect on the marketing of any space in the Building; and (iv) all other liabilities, obligations, penalties, fines, claims, actions (including remedial or enforcement actions of any kind and administrative or judicial proceedings, orders, or judgments), damages (including consequential and punitive damages), and costs (including attorney, consultant, and expert fees and expenses) resulting from the release orviolation. The indemnity provided in this Section shall not extend to Claims to the extent the same are caused by the gross negligence or willful misconduct of Indemnitees. The provisions of this Section shall survive the expiration or termination of thisSublease. 6.3.I Landlord's Representations and Warranties.Landlord represents and warrants that Landlord has received no notice, warning, notice of violation, administrative complaint, judicial complaint, or other written notice alleging that the Building or the Real Property are in violation of any Environmental Laws (defined below) or informing Landlord that the Building or the Real Property is subject to investigation or inquiry concerning Hazardous Materials, nor is Landlord aware of any such violation. In addition, to the best knowledge of Landlord, there is no pending or threatened litigation, administrative proceeding, or other legal or governmental action with respect to the Building or the Real Property in connection with the presence of Hazardous Materials in, on or under the Building or the Real Property. Whenever used in this Agreement, the phrase "to the best knowledge of Landlord" shall mean the actual knowledge of Landlord' s Facilities Services Manager. 6.4 Remediation Obligations.If the presence of any Hazardous Material brought onto the Premises or the Building by Tenant or Tenant' s employees, agents, contractors, or invitees results in contamination of the Building, Tenant shall promptly take all necessary actions to remove or remediate such Hazardous Materials, whether or not they are present at concentrations exceeding state or federal maximum concentration or action levels, or any governmental agency has issued a cleanup order, at Tenant's sole expense, to return the Premisesand the Building to the condition that existed before the introduction of such Hazardous Material. Tenant shall first obtain Landlord's approval of the proposed removal or remedial action. This provision does not limit the indemnification obligation set forth in Section 6.3. 6.5 Definition of Hazardous Material. As used in this Sublease, the term "Hazardous Material" means any hazardous or toxic substance, material, or waste at any concentration that is or becomes regulated by the United States, the State of California, or any government authority having jurisdiction over the Building. Hazardous Material includes: (a) any "hazardous substance," as that term is defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) (42 United States Code sections 9601-9675); (b) "hazardous waste," as that term is defined in the Resource Conservation and Recovery Act of 1976 (RCRA) (42 United States Code sections 6901-6992k); (c) any pollutant, contaminant, or hazardous, dangerous, or toxic chemical, material, or substance, within the meaning of any other applicable federal, state, or local law, regulation, ordinance, or requirement (including consent decrees and administrative orders imposing liability or standards of conduct concerning any hazardous, dangerous, or toxic waste, substance, or material, now or hereafter in effect); (d) petroleum products; (e) radioactive material, including any source, special nuclear, or byproduct material as defined in 42 United States Code sections 2011-2297g-4; (f) asbestos in any form or condition; and (g) polychlorinated biphenyls (PCBs) and substances or compounds containing PCBs. 6.6 Definition of Environmental Laws. As used in this Sublease, the term "Environmental Laws" means allfederal, state and local laws, ordinances, regulations, rules orders and directives pertaining to Hazardous Materials, including without limitation, the laws, statutes, and regulations cited in the preceding Section 6.5, as any of the foregoing may be amended from time to time. 6.7 Environmental Reports. Landlord shall provide to Tenant copies of all studies, reports and investigations concerning the environmental condition of the Building and the Real Property which were prepared within the past five years and which are in Landlord' s possession. ARTICLE VII UTILITIES AND SERVICES 7.1. Utility Services. Tenant shall contract and pay for all utility services ("Utility Services"), including, without limitation, the following: (i) electricity for Building lighting and power suitable for use of the Premises for ordinary retail store and veterinary service purposes; (ii) air conditioning and heating; and (iii) water for drinking, lavatory and veterinary service purposes. 7.2 Maintenance Services and Repairs. Tenant shall be responsible for all interior and maintenance of the Premises and the Building's common retail areas (collectively, "Maintenance Services"), including, without limitation: (i) maintenance and repair of the Premises mechanical, electrical, HVAC, plumbing equipment and systems, floors and walls, (ii) maintenance of all public and common retail areas of the Building including retail parking lot, corridors and windows; (iii) provision ofexterior window washing with reasonable frequency, but in no event less than two times per year; and (iv) provision of janitorial services to the common areas ("Janitorial Services"). Tenant shall be responsible for janitorial service to the Premises and interior window cleaning. Tenant shall, at all time during the Term ofthis Sublease, at Tenant's sole expense, keep the Premises (including all tenant improvements, Alterations, fixtures and furnishings) in good order, repair and condition at all times during the Term. Subject to Landlord's prior approval and within any reasonable period specified by Landlord, Tenant shall, at Tenant's sole expense, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and other leasehold improvements. If Tenant fails to maintain or keep the Premises in good repair or if such failure results in a nuisance or health or safety risk, at Landlord's option, Landlord may perform any such required maintenance and repairs and within ten days after receipt of Landlord's invoice therefor, Tenant shall pay Landlord' s costs incurred in connection with such repairs, plus a percentage of such costs sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs and expenses in connection therewith. 7.3 Waiver. Tenant hereby waives the provisions of Sections 1941 and 1942 of the California Civil Code and any other present or future law permitting repairs by a tenant at the expense of a landlord or termination of a lease by reason of the condition of the leased premises. 7.4 Compliance with Applicable Laws. Landlord and Tenant shall each comply with (and shall cause their respective employees, agents and contractors to comply with) all Applicable Laws, including without limitation all Environmental Laws, whenever either party undertakes any work of construction, alteration or improvement in the Premises or the Building, ARTICLE VIII ALTERATIONS AND ADDITIONS 8.1 Alterations and Improvements. Tenant may not make any improvements, alterations, additions or changes to the Premises ("Alterations") without the prior written approval of Landlord, which approval shall not be unreasonably withheld or delayed. Any such Alterations shall be done at Tenant's expense, in a good and workmanlike manner conforming in quality and design with the Premises existing as of the Commencement Date, by a licensed contractor reasonably approved by Landlord, in conformity with plans and specifications reviewed and approved by Landlord, and in compliance with all Applicable Laws. Tenant shall obtain all necessary governmental approvals and permits for such Alterations. Tenant shall give Landlord not less than ten (10) business days' notice prior to the commencement of construction so that Landlord may post a notice of non- responsibility on the Premises. Notwithstanding any other provisions in this Sublease, unless Landlord otherwise agrees in writing, Tenant shall remove, prior to expiration ofthe Term and at Tenant's sole cost and expense, any and all wires,cables and related telecommunications devices installed by or on behalf of Tenant, and Landlord may at its option by written notice to Tenant, require that Tenant, upon the expiration or sooner termination of this Sublease, at Tenant's expense, remove anyor all other Alterations and return the Premises to its condition as ofthe Commencement Date, normal wear and tear excepted. n no event shall any Alteration (i) affect the exterior of the Building, (ii) affect any of the structural portions of the Building, including without limitation, the roof, (iii) require any change to the basic floor plan of the Premise or any change to the structural or mechanical components of the Premises, (iv) diminish the value of the Premises, (v) result in an increase in the demand for any utilities or services that Landlord is required to provide, (vi) cause an increase in the premiums for hazard or liability insurance carried by Landlord, or (vii) overload the floor load capacity or unduly burden the plumbing, heating, ventilation, air conditioning, electrical or other basic systems that serve the Building. Upon completion of any Alteration, Tenant shall (a) cause a timely notice of completion to be recorded in the official records of San Mateo County in accordance with CivilCode Section 3093 or any successor statute, and (b) deliver to Landlord evidence of full payment and unconditional final waivers of all liens for labor, services, or materials. 8.2 Liens. Tenant shall not permit any mechanics'materialmen's or other liens, to be filed against the Building or the Real Property or against Tenant's leasehold interest in the Premises. Landlord has the right at all times to post and keep posted on the Premises any notice that it considers necessary for protection from such liens. If Tenant fails to cause the release of record of any lien(s) filed against the Premises or Tenant's leasehold estate therein, by payment or posting of a proper bond within ten (10) days from the date ofthe lien filing(s), then Landlord may, at Tenant's expense, cause such lien(s) to be released by any means Landlord deems proper, including but not limited to payment of or defense against the claim giving rise to the lien(s). All sums reasonably disbursed, deposited or incurred by Landlordin connection with the release ofthe lien(s), including but not limited to all costs, expenses and attorney's fees, shall be due and payable by Tenant to Landlord as Additional Rent on demand by Landlord. ARTICLE IX INSURANCE AND INDEMNITY 9.1 Indemnity. To the fullest extent permitted by law, Tenant shall defend (with counsel reasonably acceptable to Landlord), indemnify and hold Indemnitees harmless from and against any and all Claims arising out of or relating directly or indirectly to this Sublease or the Premises (including without limitation, Claims for or relating to loss of or damage to property, injury or death of any person or animal), including any Claim arising from or in connection with or in any way attributable to: (i) the use or occupancy, or manner of use or occupancy of the Premises, the Building or the Real Property by Tenant or the Tenant Parties, (ii) any act, error, omission or negligence of Tenant Parties or any invitee, guest or licensee of Tenant in, on or about the Real Property, (iii) any Alterations, (iv) construction of anyTenant Improvements , (v) work performed pursuant to Section 7.2 above, and (vi) any activity, work, or thing done, omitted, permitted, allowed or suffered by Tenant or Tenant Parties in, at, or about the Premises, the Building or the Real Property, except to the extent caused by the gross negligence or willful conduct of Landlord. The provisions of this section shall not be construed or interpreted as in any way restricting, limiting or modifying Tenant' s insurance obligations under this Sublease. Tenant's compliance with the insurance requirements set forth in this Sublease shall not in any way restrict, limit or modify Tenant's indemnification obligations hereunder. The provisions of this section shall survive the expiration or earlier termination of this Sublease. 9.2 Tenant's Insurance. Tenant shall, at its sole expense, procure and maintain throughout the Term (plus such earlier and later periods as Tenant may be in occupancy of the Premises) all of the following: (a) Commercial general liability insurance including contractual liability coverage, written on an "occurrence" policy form, covering bodily injury, property damage and personal injury arising out of or relating (directly or indirectly) to Tenant's operations, conduct, assumed liabilities, or use or occupancy of the Premises, the Building or the Real Property naming the Indemnitees as additional insureds, with minimum coverage in the amount of Two Million Dollars ($2,000,000) per occurrence combined single limit for bodily injury and property damage and Five Million Dollars ($5,000,000) in the aggregate; (b) Property insurance protecting Tenant against loss or damage by fire and such other risks as are insurable under then available standard forms of "all risk" insurance policies, covering Tenant's personal property and trade fixtures in or about the Premises or the Real Property, and any improvements and/or Alterations in the Premises, in an amount not less than one hundred percent (100%) of their actual replacement cost or highest insurable value; (c) Workers’ compensation insurance that satisfies the minimum statutory limits. (d) If Tenant operates owned, leased or non-owned vehicles on the Real Property, comprehensive automobile liability insurance with a minimum coverage of one million dollars ($1,000,000) per occurrence, combined single limit. (e)The foregoing policies shall protect Tenant as named insured, and Landlord and the other Indemnitees as additional insureds, and if subject to deductibles shall provide for deductible amounts not in excess of those approved in advance in writing by Landlord in its reasonable discretion. Landlord reserves the right to increase the foregoing amount of required liability coverage from time to time (but not more often than once each calendar year) to adequately protect Indemnitees and to require that Tenant cause any of its contractors, vendors or other parties conducting activities in or about or occupying the Premises to obtain and maintain insurance as determined by Landlord and as to which the Indemnitees shall be additional insureds. All insurance policies shall be written on an occurrence basis . If the Tenant’sinsurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self-insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Subleaseso as to not prevent any of the Parties to this agreement from satisfying or paying the self-insured retention required to be paid as a precondition to the insurer’s liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self-insured retention and also must disclose the deductible.The certificates shall contain a statement of obligation on the part of the carrier to notify City of any material change, cancellation, termination or non- renewal of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation, termination or non-renewal. The City’s Risk Manager may waive or modify any of the insurance requirements of this section. 9.3 Excess Coverage Liability Policy. Nothing in this Article IX shall prevent Tenant from obtaining insurance of the kind and in the amounts provided for under this Section under an excess coverage liability insurance policy covering other properties as well as the Premises; provided, however, that any such policy of excess coverage liability insurance (i) shall specify those amounts ofthe total insurance allocated to the Premises, which amounts shall not be less than the amounts required by Section 9.2, (ii) such amounts so specified shall be sufficient to prevent anyone of the insureds from becoming a co-insurer within the terms of the applicable policy, and (iii) shall, as to the Premises, otherwise comply with the requirements of this Article as to endorsements and coverage. 9.3.1 Self-Insurance. Any insurance required to be maintained by the Tenant pursuant to this Sublease may be maintained under a plan of self-insurance through a wholly-owned subsidiary of Tenant's parent company which specializes in providing such coverage for Tenant's parent company and its subsidiaries, provided that Tenant' s parent company's net worth exceeds One Hundred Million Dollars ($100,000,000). Tenant agrees that if Tenant elects to self-insure, Landlord shall have the same benefits and protections as if Tenant carried insurance with a third-party insurance company satisfying the requirements of this Sublease (including without limitation, waive of subrogation provisions). 9.4. Policy Form. Each insurance policy required pursuant to Section 9.2 shall be issued by an insurance company licensed in the State of Californiaand with a general policyholders' rating of "A+" or better and a financial size ranking of "Class VIII" or higher in the most recent edition of Best's Insurance Guide. Each insurance policy, other than Tenant's workers' compensation insurance, shall (i) provide that it may not be cancelled, materially changed, terminated,or allowed to lapse unless thirty (30) days' prior written notice to Landlord is first given; (ii) provide that no act or omission of Tenant shall affect or limit the obligations of the insurer with respect to any other insured; (iii) include all waiver of subrogation rights endorsement necessary to effect the provisions of Section 9.6: and (iv) provide that the policy and the coverage provided shall be primary, that Landlord, although an additional insured, shall nevertheless be entitled to recovery under such policy for any damage to Landlord or theother Indemnitees by reason of acts or omission of Tenant, and that any coverage carried by Landlord shall be noncontributory with respect to policies carried by Tenant. A certificate evidencing each insurance policy shall be delivered to Landlord by Tenant on or before the Commencement Date, and thereafter Tenant shall deliver to Landlord renewal policies or certificates at least thirty (30) days prior to the expiration dates of expiring policies. If Tenant fails to procure such insurance or to deliver such certificates to Landlord, and such failure continues five (5) business days after notice thereof from Landlord to Tenant, Landlord may, at its option, procure the same for Tenant's account, and the cost thereof shall be paid to Landlord by Tenant upon demand 9.5 Insurance of Tenant's Contractors and Agents. In addition to any other insurance requirements, Tenant expressly agrees that none of its agents, contractors, workmen, mechanics, suppliers or invitees performing construction or repair work in thePremises shallcommence suchwork unless and untileach ofthemshall furnish Landlord with satisfactory evidence of insurance coverage, financial responsibility and appropriate written releases of mechanic's or materialmen's lien claims, as necessary. 9.6 Waiver of Subrogation. Tenant and Landlord to cause the insurance companies issuing their respective property (first party) insurance to waive any subrogation rights that those companies may have against Tenant or Landlord, respectively, as long as the insurance is not invalidated by the waiver. If the waivers of subrogation are contained in their respective insurance policies, Landlord and Tenant waive any right that either may have against the other on account of any loss or damage to their respective property to the extent that the loss or damage is insured under their respective insurance policies. 9.7 Landlord's Insurance. Landlord maintains a program of self-insurance comparable to or exceeding the coverage and amounts of insurance carried by reasonably prudent landlords of comparable buildings and workers' compensation coverage as required by law. If Landlord so chooses, Landlord may maintain"Loss ofRents" insurance, insuring thattheRent will be paidin a timely manner to Landlord for a period of at least twelve (12) months if the Premises or the Building or anyportion thereofaredestroyed or rendered unusableorinaccessible by any cause insured against under this Sublease. ARTICLE X ASSIGNMENT AND SUBLETTING 10.1 Landlord's Consent Required. Tenant shall not directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, assign, mortgage, pledge, encumber or otherwise transfer this Sublease, or permit all or any part of the Premises to be subleased or used or occupied for any purpose by anyone other than Tenant without the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Any assignment or sublease without Landlord' s prior written consent shall, at Landlord' s option, be void and shall constitute an Event of Default entitling Landlord to terminate this Sublease and to exercise all other remedies available to Landlord under this Sublease and at law. Notwithstanding anything to the contrary contained herein, Tenant shall be permitted to assign this Sublease and to sublet the Premises in whole or in part to any Affiliate of Tenant without Landlord consent ("Permitted Transfer"). 10.2 Basis for Withholding Consent. Landlord agrees that it will not unreasonably withhold, delay or condition its consent to Tenant's assigning this Sublease or subletting the Premises. In addition to other reasonable bases, Tenant hereby agrees that Landlord shall be deemed to be reasonable in withholdingits consent if: (i) there exists an Event of Default (as defined in Section 16.1) at the time of request for consent or on the effective date of such subletting or assigning; (ii) the proposed subtenant or assignee seeks to use any portion of the Premisesfor a use not consistent with other uses in the Building, or is financially incapable of assuming the obligations of this Sublease; (iii) the assignment or subletting would materially increase the operating costs for the Building; (iv) the assignment or subletting may conflict with the terms of any easement, covenant, condition or restriction or other agreement affecting the Real Property; or (vi) the assignment or sublease would involve a change in use from that expressly permitted under this Sublease. Tenant shall submit to Landlord the name of a proposed assignee or subtenant, the terms ofthe proposed assignment or subletting, the nature of the proposed subtenant's or assignee's business, and such information as to the assignee's or subtenant's financial responsibility and general reputation as Landlord may reasonably require. 10.3 No Release of Obligations. The consent by Landlord to an assignment or subletting hereunder shall not relieve Tenant or any assignee or subtenant from the requirement of obtaining Landlord's express prior written consent to any other or further assignment or subletting. No subtenant may assign its sublease, or further sublet its subleased premises, without Landlord's prior written consent, which consent may be withheld in Landlord's sole discretion. Neither an assignment or subletting nor the collection of rent by Landlord from any person other than Tenant shall be deemed a waiver of any of the provisions of this Article or release Tenant from its obligations to comply withthis Sublease, and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Sublease. 10.4 Permitted Assignment to Affiliates. Provided that no Event Default, or event which with the passage of time or the giving of notice would constitute an Event of Default, exists under this Sublease, Tenant may, without Landlord's consent, assign or sublet all or a portion of this Sublease or the Premises to an Affiliate of Tenant or to any non-Affiliated entity with which Tenant merges or which purchases substantially all of the assets of Tenant, if (i) Tenant notifies Landlord at least fifteen (15) days prior to such assignment or sublease; and (ii) the transferee assumes and agrees in a writing reasonably acceptable to Landlord to perform Tenant's obligations under this Sublease and to observe all terms and conditions of this Sublease. 10.5 Administrative Costs of Assignment Transaction. In connection with any request by Tenant for approval of an assignment or sublease other thana Permitted Transfer, Tenant shall pay Landlord's then standard reasonable processing fee, any taxes or other charges imposed upon Landlord or the Real Property as a result of such assignment or sublease, and shall reimburse Landlord for all reasonable costs, including the reasonable fees of attorneys consulted by Landlord in connection with such assignment or sublease, whether or not such proposed assignment or sublease is consented to by Landlord. ARTICLE XI DAMAGE AND DESTRUCTION 11.1 Repair and Restoration; Termination Rights. If all or part of the Premises is damaged by fire or other casualty, or if the Building is so damaged that access to or use and occupancy of the Premises is materially impaired, within forty-five (45) days of the date of the damage, Landlord shall notify Tenant of the estimated time, in Landlord's reasonable judgment, required for repair or restoration ("Repair Period"). If the estimated time is one hundred eighty (180) days or less, Landlord shall proceed promptly and diligently to repair or restore the Premises or the portion of the Building necessary for Tenant's occupancy, and this Sublease shall remain in effect, except that for the time unusable, Tenant shall receive a Rent abatement for that part of the Premises rendered unusable in the conduct of Tenant's business. If the estimated time for repair or restoration is in excess of one hundred eighty(180) days from the date of the casualty, either Party, at its option exercised by written notice to other Party within sixty (60) days after the date of the casualty, may terminate this Sublease as of the date specified by Landlordor Tenant in the notice, which date shall be not less than twenty-five (25) nor more than forty-five (45) days after the date such notice is given, and this Sublease shall terminate on the date specified in the notice. In the event that neither Party elects to terminate this Sublease, Landlord shall commence to timely repair the damage, in which case this Sublease shall continue in full force and effect.In either case,if Landlord fails to repair the damage by the date that is forty-five (45) days after the end of the Repair Period, then Tenant may give notice terminating this Sublease to Landlord, within ten (10) business days after theforty-five (45) days after the end of the Repair Period. Termination of the Subleaseshall be effectiveas of the date specified in Tenant'sterminationnotice, which date shall not be earlier than thirty (30) days after the date of Tenant's termination notice.However, if Landlord repairs the damage for which it is responsible within thirty (30) days after receipt of Tenant's termination notice, Landlord may elect to nullify Tenant's termination notice (and thereupon this Sublease shall continue in full force and effect) by Landlord's notice of such repair and election given to Tenant on or prior to the expiration of such thirty (30)day period. 11.2 Damage Near End of Term. Notwithstanding anything to the contrary set forth in this Article,if the Premises or Building are damaged, such that the Premises or Building cannot be used for the purpose for which it is Subleased for more than thirty (30) days during the last twelve (12) months of the Term, including any Extension Term, Landlord and Tenant shall each have the option to terminate this Sublease by giving written notice to the other of the exercise of that option within thirty (30) days after the damage or destruction, and this Sublease shall terminate as ofthe date specified in such notice which shall be not before the date of such noticenor more thanthirty(30)days after thedate ofsuchnotice. 11.3 Rent Apportionment. If Landlord or Tenant elects to terminate this Sublease under this Article XI, Tenant shall pay Rent, prorated on a per diem basis and paid up to the date of the casualty. If the Premises are wholly untenantable and this Sublease is not terminated, Rent shall abate on a per diem basis from the date of the casualty until the Premises are ready for occupancy by Tenant. If part of the Premises are untenantable, Rent shall be prorated on a per diem basis and abated in proportion to the portion of the Premises which is unusable until the damaged part is ready for Tenant's occupancy. Notwithstanding the foregoing, if any damage was caused by the gross negligence or willful misconduct ofTenant, its employees or agents, then, in such event, Tenant agrees that Rent shall not abate or be diminished. 11.4 Waiver of Statutory Provisions. The provisions of this Sublease, including those in this Article XI, constitute an express agreement between Landlord and Tenant that applies in the event of any damage to the Premises, Building, or Real Property. Tenant therefore, fully waives the provisions of any statute or regulation, including California Civil Code sections 1932(2) and 1933(4)or any successor statute, relating to any rights or obligations concerning any such casualty. . ARTICLE XII CONDEMNATION 12.1 Total Taking -Termination. If title to the Premises or so much thereof is taken through the exercise of any government power (by legal proceedings or otherwise) by any public or quasi- public authority or by any other party having the right of eminent domain, or by a voluntary sale or transfer either under threat of exercise of eminent domain or while legal proceedings for eminent domain are pending so that reconstruction of the Premises will not result in the Premises being reasonably suitable for Tenant's continued occupancy for the uses and purposes permitted by this Sublease, this Sublease shall terminateas ofthedate possession ofthePremisesorpart thereofis sotaken. 12.2 Partial Taking. If any part of the Premises is taken through the exercise of eminent domain (or is voluntarily conveyed under the threat thereof) and the remaining part is reasonably suitable for Tenant's continued occupancy for the uses and purposes permitted by this Sublease, this Sublease shall as to the part so taken terminate as of the date that possession of such part of the Premises is taken and the Rent shall be reduced in the same proportion that the floor area of the portion of the Premises taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Premises as reasonably determined by Landlord or Landlord's architect. Landlord shall, at its own cost and expense, make all necessary repairs or alterations to the Premises so as to make the portion of the Premises not taken a complete unit. 12.3 No Apportionment of Award. All condemnation awards and similar payments shall be paid and belong to Landlord, except for any amounts awarded or paid specifically to Tenant for leasehold improvements, removal and reinstallation ofTenant's trade fixtures and personal property, Tenant's moving costs and Tenant's goodwill. It is expressly understood and agreed by Tenant that except as otherwise stated in this section, Landlord shall be entitled to the entire award for any partial or total taking. 12.4 Temporary Taking. No temporary taking of the Premises (which shall mean a taking of all or any part of the Premises for one hundred eighty (180) days or less) shall terminate this Sublease or give Tenant any right to any abatement of Rent. Any award made to tenant by reason of such temporary taking shall belong entirely to Tenant, and Landlord shall not be entitled to share therein. ARTICLE XIII SUBORDINATION AND ESTOPPEL 13.1 Estoppel Certificate. From time to time and within fifteen (15) days after request by Landlord, Tenant shall execute and deliver a certificate to any proposed lender or purchaser, or to Landlord, certifying, with any appropriate exceptions, (a) that this Sublease is in full force and effect without modification except as noted, (b) the amount, if any, of prepaid rent and deposits paid by Tenant to Landlord (and not returned to Tenant), (c) the nature and kind of concessions, rental or otherwise, if any, which Tenant has received or is entitled to receive, (d) that, to Tenant's knowledge, Landlord has performed all of its obligations due to be performed under this Sublease and that there are no defenses, counterclaims, deductions or offsets outstanding or other excuses for Tenant's performance under this Sublease as of such date, and (e) any other fact reasonably requested by Landlord or such proposed lender or purchaser. 13.2 Subordination and Attornment. Tenant agrees that this Sublease is subject and subordinate to(i) the lien ofany mortgage,deed oftrust orother encumbrance ofthe Building or the Real Property, (ii) all present and future ground or underlying leases of the Building or Real Property now or hereafter in force against the Building or Real Property, and (iii) all renewals, extensions, modifications, consolidations, and replacements of the items described in clauses (i) and (ii), provided that the mortgagee or beneficiary thereunder agrees that so long as no Event of Default exists, (a) Tenant 's possession of the Premises and rights and privileges under this Sublease shall not be diminished or interfered with by such mortgagee or beneficiary during the term of this Sublease or any extensions or renewals hereof, and (b) such mortgagee or beneficiary or lessor will not join Tenant as party for the purpose of terminating or otherwise affecting Tenant's interest in this Sublease in any action of foreclosure or other proceeding to enforce any rightsarising out ofany defaultunder any mortgageordeed oftrust. 13.3 Subordination Agreement. The subordination described in this ArticleXIIIis self-operative, and no further instrument of subordination shall be required to make it effective. To confirm this subordination, however, Tenant shall, within fifteen (15) days after Landlord's request, execute any further instruments or assurances in recordable form that Landlord reasonably considers necessary to evidence or confirm the subordination of this Sublease to any such encumbrances or underlying leases, provided that that any such instrument provides that the mortgagee or the beneficiary agrees that so long as no Event of Defaultexists,(a)Tenant's possession of the Premisesand rightsand privileges under this Sublease shall not be diminished or interfered with by such mortgagee or beneficiary during the term of this Sublease or any extensions or renewals hereof, and (b) such mortgagee or beneficiary will not join Tenant as party for the purpose of terminating or otherwise affecting Tenant's interest in this Sublease in any action of foreclosure or other proceeding to enforce any rights arising out of any default under any mortgage or deed of trust. Tenant shall have no obligation to execute any instrument subordinating its rights hereunder to the lien of any mortgage or deed of trust unless such instrument contains the foregoing conditions. Tenant's failure to execute and deliver such instrument(s) shall constitute a default under this Sublease. 13.4 Attornment. Tenant covenants and agrees to attorn to the transferee of Landlord's interestinthe Real Property or the Building by foreclosure, deed in lieu of foreclosure, exercise of any remedy provided in any encumbrance or underlying lease affecting the Building or the Real Property, or operation of law (without any deductions or setoffs), if requested to do so by the transferee, and to recognize the transferee as the lessor under this Sublease. The transferee shall not be liable for any acts, omissions, or defaults of Landlord that occurred before the sale or conveyance other than acts, omissions or defaults that are continuing upon transferee's acquisition of the Real Property and Transferee fails to cure the same after receiving notice thereof. 13.5 Notice of Default; Right to Cure. Tenant agrees to give written notice of any default by Landlord to the holder of any encumbrance or underlying lease affecting the Building or the Real Property, provided that Tenant has received written notice ofthe name and address of such encumbrance holder or lessor. Tenant agrees that, before it exercises any rights or remedies under the Sublease, the lienholder or lessor shall have the right, but not the obligation, to cure the default within the same time, if any, given to Landlord to cure the default, plus an additional thirty (30) days. Tenant agrees that this cure period shall be extended by the time (not to exceed an additional sixty (60) days) necessary for the lienholder to begin foreclosure proceedings and to obtain possession of the Building or Real Property, as applicable. 13.6 Nondisturbance. Landlord agrees to use commercially reasonable efforts to obtain from the holder ofany existing and future indebtedness secured by the Building, a subordination, nondisturbance and attornment agreement which provides that in the event offoreclosure ortransferinlieu of foreclosure,solong asnodefaultbyTenant has occurred under this Sublease and remains uncured beyond any applicable cure period (i) Tenant shall not be named or joined in any proceeding that may be instituted to foreclose or enforce the mortgage unless such joinder is legally required to perfect such proceeding, and (ii) Tenant's possession and use of the Premises in accordance with the provisions of the Sublease shall not be affected or disturbed by reason of the subordination to or any modification of or default under the mortgage. ARTICLE XIV SURRENDER OF PREMISES; HOLDING OVER 14.1 Surrender of Premises. Onexpiration of this Sublease, Tenant shall surrender the Premises in the same condition as when theTerm commenced, ordinary wear and tear excepted. Except for furniture, equipment and trade fixtures (other than those which are affixed to the Premises so that they cannot be removed without material damage to the Premises) all alterations, additions or improvements, whether temporary or permanent in character, made in or upon the Premises, either by Landlord or Tenant, shall be Landlord's property and at the expiration or earlier termination of the Sublease shall remain on the Premises without compensation to Tenant; provided that, upon reasonable written request of Landlord, Tenant shall, at its expense and without delay, remove any alterations, additions or improvements (including, without limitation, all telecommunications equipment and cabling, and all alterations and improvements made by Tenant after the Commencement Date) made to the Premises by Tenant and designated by Landlord to be removed, and shall repair any damage to the Premises or the Building caused by such removal. If Tenant fails to complete any removal required by this section or to repair the Premises, Landlord may complete such removal and repair, and Tenant shall reimburse Landlord therefor. If Tenant fails to remove such property as required under this Sublease, Landlord may dispose of such property in its sole discretion without any liability to Tenant, and further may charge the cost of any such disposition to Tenant. 14.2 Hold Over Tenancy. If Tenant remains in possession of the Premises after the expiration or earlier termination of this Sublease with Landlord's written consent, Tenant shall be deemed, at Landlord's option, to occupy the Premises as a tenant from month-to-month. During such tenancy (and prior to any termination by Landlord), Tenant agrees to pay Landlord, monthly in advance, an amount equal to: (a) during the first ninety (90) days of such tenancy One Hundred Twenty Five Percent (125%) of all Base Rent which would become due during the last month of the Term, together with all other amounts payable by Tenant to Landlord under this Sublease, and (b) for any period following the first ninety (90) days of such tenancy, One Hundred Fifty Percent (150%) of all Base Rent which would become due during the last month of the Term, together with all other amounts payable by Tenant to Landlord under this Sublease. Except as provided in the preceding sentence, such month-to-month tenancy shall be on the same terms and conditions of this Sublease except that any renewal options, expansion options, rights of first refusal or any other rights or options pertaining to additional space in the Building contained in this Sublease shall be deemed to be terminated and shall be inapplicable thereto. Landlord's acceptance of rent after such holding over with Landlord's written consent shall not result in any other tenancy or in a renewal of the initial term of this Sublease. If Tenant remains in possession of the Premises after the expiration or earlier termination of this Sublease without Landlord's written consent, Tenant's continued possession shall be on the basis of a tenancy at sufferance and Tenant shall pay monthly Rent during the holdover period in an amount equal to two hundred percent (200%) of all Base Rent which would become due the last month of the Term, togetherwith all other amounts payable by Tenant to Landlord. ARTICLE XV LANDLORD'S RESERVED RIGHTS. 15.1 Rights Reserved to Landlord. Without notice and without liability to Tenant, and without affecting an eviction or disturbance of Tenant's use or possession, Landlord shall have the right to (i) grant utility easements or other easements in, or subdivide or make other changes in the legal status of the Land, the Building or the Real Property as Landlord shall deem appropriate in its sole discretion,provided such changes do not substantially interfere with Tenant's use of the Premises for the Permitted Use; (ii) enter the Premises at reasonable times and with reasonable advance notice (and at any time in the event of an emergency), to inspect (including inspections by prospective lenders for or buyers of the Real Property), or repair the Premises or the Building and to perform any acts related to the safety, protection, reletting, sale or improvement of the Premises or the Building; (iii) install and maintain signs on and in the Building and the Real Property; and (iv) make such rules and regulations as, in the reasonable judgment of Landlord, may be needed from time to time for the safety of the tenants, the care and cleanliness of the Premises, the Building and the Real Property and the preservation of good order therein. Landlord shall at all times retain a key with which to unlock all of the doors in the Premises, except Tenant's vaults and safes. If an emergency necessitates immediate access to thePremises, Landlord may use whatever force is necessary to enter the Premises and any such entry to the Premises shall not constitute a forcible or unlawful entry into the Premises, a detainer of the Premises or an eviction of Tenant from the Premises or any portion thereof. ARTICLE XVI DEFAULT AND REMEDIES 16.1 Tenant's Default. It shall be an "Event of Default" hereunder if Tenant shall: (a) fail to pay when due any monthly installment of Rent (or, if applicable under this Sublease, Operating Expenses), or fail to pay any other amount owed by Tenant to Landlord under this Sublease as and when due and such failure continues for five (5) days following written notice thereof to Tenant by Landlord; (b) fail to provide any certificate, instrument or assurance as required pursuant to Article IX if the failure continues for five (5) days after written notice of the failure from Landlord to Tenant; (c) make a general assignment for the benefit of its creditors or file a petition for bankruptcy orother reorganization, liquidation, dissolution or similar relief; (d) have a proceeding filed against Tenant seeking any relief mentioned in (c) above which is not discharged within sixty (60) days thereafter; (e) have a trustee, receiver or liquidator appointed for Tenant or a substantial part of its property; (f) abandon the Premises for more than three (3) consecutive months; (g) assign this Sublease or sublease any portion of the Premises inviolation of Article X; or (h) fail to comply with any other provision of this Sublease in the manner required hereunder and such failure continues for thirty (30) days after written notice thereof to Tenant by Landlord (or if the noncompliance cannot by its nature be cured within the thirty (30)-day period, if Tenant fails to commence to cure such noncompliance within the thirty (30)-day period and thereafter diligently prosecute such cure to completion). 16.2 Remedies on Default. Upon the occurrence of an Event of Default, Landlord shall have the right to pursue anyone or more of the following remedies in addition to any other remedies now or later available to Landlord at law or in equity. These remedies are not exclusive but instead are cumulative. (a) Continue Sublease. Landlord may continue this Sublease in full force and effect. In such case, so long as Landlord does not terminate Tenant's right to possession, the Sublease will continue in effect and Landlord shall have the right to collect Rent when due, and may undertake efforts to relet the Premises, or any part of them, to third parties for Tenant's account. Tenant shall be liable to Landlord for all reasonable costs Landlord incurs in reletting the Premises including, without limitation, broker's commissions, expenses of remodeling the Premises required by the reletting, and like costs. Reletting can be for a period shorter or longer than the remaining term of this Sublease. Tenant shall pay to Landlord the Rent due under this Sublease on the date the Rent is due, less the Rent Landlord receives from any reletting. No act by Landlord allowed by this section shall terminate this Sublease unless Landlord terminates Tenant's right to possession. After an Event of Default and for as long as Landlord does not terminate Tenant's right to possession of the Premises, if Tenant obtains Landlord's consent, Tenant shall have the right to assign or sublet its interest in this Sublease, but Tenant shall not be released from liability. (b) Terminate Sublease. Landlord may terminate the Sublease and Tenant's right to possession of the Premises at any time following an Event of Default. No act by Landlord other than giving written notice to Tenant shall terminate this Sublease. Acts of maintenance, efforts to relet the Premises or the appointment of a receiver on Landlord's initiative to protect Landlord's interest under this Sublease shall not constitute a termination of Tenant's right to possession. On termination, Landlord shall have the right to recover from Tenant all ofthe following: (i) The worth, at the time of the award, of any unpaid Rent that had been earned at the time oftermination of this Sublease; (ii) The worth, at the time of the award, of the amount by which the unpaid Rent that would have been earned after the date of termination of this Sublease until the time of the award exceeds the amount of the unpaid Rent that Tenant proves could have been reasonably avoided; (iii) The worth, at the time of the award, of the amount by which the unpaid Rent for the balance of the Term after the time of the award exceeds the amount of unpaid Rent that Tenant proves could have been reasonably avoided; (iv) Any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant's failure to perform obligations under this Sublease, including, without limitation, brokerage commissions, advertising expenses, expenses of remodeling the Premises for a new tenant, and any special concessions made to obtain a new tenant; and (v) Any other amounts, in addition to or in lieu of those listed above that may be permitted by law. "The worth, at the time of the award" as used in clauses (i) and (ii) of this Paragraph (b) is to be computed by allowing interest at the maximum rate allowed by law at that time, or if there is no such maximum, at a rate of ten percent (10%) per annum. "The worth, at the time of the award," as referred to in clause (iii) of this Paragraph (b) is to be computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (I %). (c) Receiver. Landlord shall have the right to have a receiver appointed to collect Rent. Neither the filing of a petition for the appointment of a receiver nor the appointment itself shall constitute an election by Landlord to terminate this Sublease. 16.3 Landlord's Default. Landlord's failure to perform any of its obligations under this Sublease shall constitute a Landlord Event of Default hereunder if the failure continues for thirty (30) days after written notice of the failure from Tenant to Landlord. If the required performance cannot be completed within thirty (30) days, Landlord's failure to perform shall not constitute a Landlord Event of Default if Landlord undertakes to cure the failure within such thirty (30)-day period and diligently and continuously attempts to complete the cure as soon as reasonably possible. Tenant waives any right to terminate this Sublease and to vacate the Premises upon Landlord's default under this Sublease. Tenant's sole remedy on Landlord's default is an action for damages or injunctive or declaratory relief. ARTICLE XVII PARKING 17.1 Parking. Landlord hereby grants to Tenant a nonexclusive license and right, in common with Landlord and all persons conducting business on the Real Property and their respective customers, guests, licensees, invitees, employees and agents, to use the retail parking area, excluding reserved spaces, located on the Real Property for vehicular parking, such nonexclusive license to be appurtenant to Tenant's leasehold estate created by this Sublease. Tenant may use unreserved parking spaces in Landlord's surface retail parking lot on an unreserved basis. The nonexclusive license and right granted pursuant to this section shall be subject to the Rules and Regulations. There shall be no overnight parking of any vehicles, and vehicles which have been parked in violation of the terms hereof may be towed away at the owner's expense. Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant's employees, suppliers, shippers, customers or invitees to be loaded, unloaded, or parked in areas other than those designated by Landlord for such activities. Landlord reserves the right to assign reserved parking spaces at its discretion to individual tenants, but under no circumstance will Tenant be assigned fewer than three (3) parking spaces. ARTICLE XVIII MISCELLANEOUS 18.1 No Waiver. No receipt and retention by Landlord of any payment tendered by Tenant in connection with this Sublease shall constitute an accord and satisfaction, or a compromise or other settlement, notwithstanding any accompanying statement, instruction or other assertion to the contrary unless Landlord expressly agrees to an accord and satisfaction, or a compromise or other settlement, in a separate writing duly executed by Landlord. Landlord will be entitled to treat any such payments as being received on account of any item or items of Rent, interest, expense or damage due in connection herewith, in such amounts and in such order as Landlord may determine at its sole option. Failure of any party to exercise any right in one or more instance shall not be construed as a waiver of the right to strict performance or as an amendment to or modification of this Sublease. Any waiver of any condition or provision set forth in this Sublease shall not be deemed a waiver of any subsequent breach of such condition or provision or of any other condition or provision, nor shall any such waiver be deemed a continuing waiver. 18.2 Severability. The Parties intend this Sublease to be legally valid and enforceable in accordance with all of its terms to the fullest extent permitted by law. If an arbitrator or a court of competent jurisdiction holds any provision hereof to be invalid or unenforceable in whole or in part for any reason, the validity and enforceability of the remaining clauses, or portions of them, shall not be affected unless an essential purpose of this Sublease would be defeated by loss of the invalid or unenforceable provision. 18.3 Governing Law; Construction. This Sublease shall be construed according to the laws of the State of California without regard to principles of conflict of laws. The parties acknowledge that this Sublease is the product of negotiation and compromise on the part of both parties, and agree that the provisions hereof shall be construed in accordance with their fair meaning and not in accordance with any rule providing for interpretation against the party who causes the uncertainty to exist or against the drafter. The captions used for the Sections and Articles of this Sublease have been inserted for convenience only and shall not be used to alter or interpret the content of this Sublease. 18.4 Binding Effect; Survival. The covenants, conditions, warranties and agreements contained in this Sublease shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. The representations and warranties of Landlord and Tenant and the indemnification obligations of Landlord and Tenant set forth herein shall survive the expiration or termination of this Sublease as shall all other provisions hereof which are intended to survive such expiration or termination. 18.5 Time. Time is ofthe essence ofeach provision ofthis Sublease. 18.6 Entire Agreement; Amendments. This Sublease and all exhibits attached hereto and incorporated herein by this reference, constitutes the final, complete, and exclusive statement of the terms of the agreement between Landlord and Tenant pertaining to the lease of space in the Building and supersedes all prior and contemporaneous understandings or agreements of the parties. This Sublease may not be amended or modified except in a writing signed by both parties. 18.7 Notices. All notices delivered pursuant to this Sublease shall be in writing and delivered to Landlord or Tenant at the applicable address designated in Section 1.1 or to such other address as may hereafter be designated by either party by written notice delivered to the other party in accordance with this Section. Such notices shall be effective upon receipt or refusal of delivery. Such notices shall be sent by (i) United States mail, certified mail with return receipt requested, or (ii) overnight delivery service. 18.8 Force Majeure. Except as otherwise provided in this Sublease, the time for performance of an obligation other than the payment of money under this Sublease shall be extended for the period during which a party is prevented from performing due to Unavoidable Delay. "Unavoidable delay" shall mean any and all delay beyond the applicable party's reasonable control, including without limitation, delays caused by the other party; governmental restrictions, regulations, controls, preemptions or delays; orders of civil, military or naval authorities; strikes, labor disputes, lock-outs, shortages of labor or materials or reasonable substitutes therefore; Acts of God; fire, earthquake, floods, explosions or other casualties; extreme weather conditions or other actions of the elements; enemy action, civil commotion, riot or insurrection. 18.9 Attorneys' Fees; Prejudgment Interest. If the services of an attorney are required by either Party to secure the performance hereof or otherwise upon the breach or default of the other Party, or if any judicial remedy is necessary to enforce or interpret any provision of this Sublease, or if the services of an attorney are required upon the bankruptcy of a party to this Sublease to compel or object to assumption or rejection of this Sublease, seek relief from the automatic stay or object to an action to recover a preference or fraudulent transfer, the prevailing party shall be entitled to reasonable attorneys' fees, costs, expert witnesses fees, post judgment collection costs, and other expenses, in addition to any other relief to which such party may be entitled. Any award of damages following judicial remedy as a result of the breach of this Sublease or any of its provisions shall include an award of prejudgment interest from the date of the breach at the maximum amount of interest allowed by law. 18.10 Authority. Each Party warrants and represents that it has full authority to enter into this Sublease, that this Sublease constitutes a binding obligation of such Party, and that the individual(s) signing on behalf of such party are duly authorized to bind such Party hereto. In that regard, Landlord represents that title to the Real Property was previously conveyed from the Redevelopment Agency of the City of South San Francisco, a public body, corporate and politic, to the City of San Francisco, a municipal corporation, prior to the dissolution of the Redevelopment Agency effective February 1, 2012. By operation of law, real property held by the former Redevelopment Agency is or will be transferred to the Successor Agency as successor in interest. The governing bodies of the Successor Agency and the City agree to take such actions as may be necessary to approve, affirm or ratify this Sublease. 18.11 Landlord Approvals. Whenever the consent or approval of Landlord is required hereunder, such consent or approval may be granted or withheld by the Successor Agency Executive Director/City Manager or his or her designee, unless the Successor Agency Executive Director/City Manager determines in his orher discretion that such matter shall be referred to the Successor Agency/City governing board(s) for consideration. 18.12 Counterparts. This Sublease may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by any other party. This Sublease shall take effect when signed by all parties hereto and all parties have written notice of the signature of all the remaining parties. The parties agree that a signed copy of this Sublease transmitted by one party to the other party(ies) by facsimile transmission shall be binding upon the sending party to the same extent as if it had delivered a signed original ofthe Sublease. . 18.13 Brokers. With the exception of SC Properties’ commission contemplated in Section 18.13.1 below, Tenant and Landlord each represent and warrant to the other that except as stated in this Section, no broker or agent is entitled to a broker's commission or finder's fee in connection with the execution of this Sublease or the consummation ofthe transaction contemplated hereby, and each Party agrees to defend and indemnify the other Party against any loss, expense or liability incurred by the other party as a result of a breach of such representation and warranty. The provisions of this Section shall survivethe expirationor earlier terminationofthe Sublease. 18.13.1 SC Properties.Landlord and SC Properties (“Contractor”) entered into that certain Professional Services Agreement ("Agreement") dated December 2015, whereby Contractor agreed to perform professional services related to the marketing of commercial leases for retail space at 636 El Camino Real, South San Francisco. As compensation for services performed, Landlord willpay Contractor according to the commission schedule for the full and satisfactory completion of the work in accordance with the terms and conditions of the Agreement. 18.14 Submission of Sublease. Submission of this document for examination or signature by the Parties does not constitute an option or offer to lease the Premises on the terms in this document or a reservation of the Premises in favor of Tenant. This document is not effective as a lease or otherwise until executed and delivered by both Landlord and Tenant. 18.15 Non-Agency. It is not the intention of Landlord or Tenant to create hereby a relationship of principal and agent, and under no circumstances shall Tenant be considered theagent of Landlord, it being the sole purpose and intent of the Parties to create a relationship lflandlord and tenant. 18.16 No Merger. The voluntary or other surrender of this Sublease by Tenant or a mutual cancellation thereof, or a termination by Landlord, shall not work a merger, and shall at the option of Landlord terminate all or any existing subtenancies or may at the option of Landlord, operate as an assignment to Landlord of any or all such subtenancies. SIGNATURES ON FOLLOWING PAGE . NOW, THEREFORE,Landlord andTenant haveexecuted this Sublease as ofthe date first written above. LANDLORD, City of South San Francisco TENANT, Cool Tea Bar, LLC By: By: Its: City Manager Its Date: Date: __________________________________________ City Attorney, Approved as to Form __________________________________________ City Clerk, Attest EXHIBIT A DIAGRAM OF PREMISES EXHIBIT B RULES AND REGULATIONS No portion of the Building or Premisesshall be used for any of the following uses: 1. Gymnasium or health club. 2. Bowling alley, billiard or pool hall, nightclub, dance hall, video game arcade, skating rink,or other place of recreation or amusement. 3. Car Wash. 4. Any liquor store or business serving alcoholic beverages (other than a restaurant or other food serving business, such as a wine-and-cheese store). 5. Anyuseoroperation whichisobnoxious toorout ofharmony withthe developmentor operation ofaresidential/retail project,including,but notlimited to, the following: (i)anynoise orsound thatisobjectionable duetointermittence,beat,frequency, shrillness or loudness; (ii) any obnoxious odor; (iii) use, storage, transportation, handling, manufacture, or emission of any noxious, toxic, caustic or corrosive fuel or gas or other hazardous or toxic substance, except in the ordinarycourse or operationsofapermitted retail business (except the purpose of the permitted retail businessshall notbeto sellgasoline or any otherhazardousmaterials); (iv) emission of microwave, radio wave, or other similar electronic, light or noise radiation at levelswhich aredangerousto health or which interferewith the proper operation of electronic, telephone, computer or other business equipment of tenants of the Retail Property; (v) any dust, dirt or fly ash in excessive quantities; (vi)any usual fire, explosion or other damaging or dangerous hazard; (vii) any warehouse, assembly, manufacturing, distillation, refining, smelting, agriculture or mining operations; (viii) any mobile home or trailer court, labor camp, junkyard, stockyard or animal raising (other than pet shops); (ix) any above surface drilling for and/or removal of subsurface substances; (x)any dumping of garbage or refuse (other than in dumpsters or compactors designed for such purpose); (xi) any commercial laundry or dry cleaning plant (as opposed to a retail store with incidental onsite laundry), veterinary hospital, car washing establishment, mortuary or similar service establishment; (xii) any automobile body and fender repair work; (xiii) the operation of a "head shop," so-called, or other business devoted to the sale of articles or merchandise normally used or associated with illegal or unlawful activities, such as but not limited to the sale of paraphernalia used in connection with marijuana, cocaine or other controlled substances; (xiv) a massage parlor; (xv) the operation of a business, any portion of which constitutes an "Adult entertainment business" as defined in the City's Municipal Code; such uses include, without limitation,adult news racks,adult bookstores,adultmotion picture theatersand paraphernalia businesses; (xvi) automotive sales(selling new or used cars,trailers ormobile homes)and services; (xvii) factory; (xviii) industrial usage; (xix) processing or renderingplant; (xx)Any public or private nuisance (asdefined in California Civil Code §3479) connected with businessoperationson the Property; (xxi) Any pawnshop or retail salesoperationinvolving second-hand merchandise; (xxii) Anygunshop orretailsalesoperationforwhichthemain commercialuseor business operation is thesale of guns; and (xxiii)Anyretail sales operation forwhich theaverageprice ofmerchandise is$5.00 or less(assuchamount is increased in accordance with theconsumerpriceindex), except that thisprohibition shall not applyto (a)anyretailsales operation for which the main commercial use or businessoperation isthe sale offoodand/or beverages,or (b) kiosks. 2673211.1 . 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