HomeMy WebLinkAbout2017-07-26 e-packet@7:00Wednesday, July 26, 2017
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 26, 2017City 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.
PRADEEP GUPTA, Mayor
LIZA NORMANDY, Vice Mayor
KARYL MATSUMOTO, Councilwoman
RICHARD A. GARBARINO, Councilman
MARK ADDIEGO, Councilman
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 8/30/2017
July 26, 2017City Council Regular Meeting Agenda
CALL TO ORDER
ROLL CALL
PLEDGE OF ALLEGIANCE
AGENDA REVIEW
PRESENTATIONS
Certificate of Recognition honoring employee Jeri Ward for her years of service and
dedication to the Parks and Recreation Department. (Rich Garbarino, Councilmember)
1.
Library and Parks and Recreation Departments’ STEM Program. (Laura Armanino,
Childcare Assistant Supervisor, Karla Bourdon, Literacy Program Manager, and Katie
Levedahl, Director of Education, California Academy of Sciences)
2.
Recognition of Natalie Cedeno for being named “2017 Mother of the Year” by
Everything South City. (Liza Normandy, Vice Mayor)
3.
PUBLIC COMMENTS
COUNCIL COMMENTS/REQUESTS
ADMINISTRATIVE BUSINESS
Study session: cannabis - testing and manufacturing businesses. (Rozalynne
Thompson, Associate Planner and Deborah Gill, Special Projects Manager)
4.
Report regarding Measure W Community Civic Campus project quarterly update.
(Marian Lee, Assistant City Manager and Dolores Montenegro, Kitchell Program
Manager)
5.
Report regarding a resolution authorizing the City Manager to execute an airspace
lease for the South San Francisco Caltrain Station with the State of California
Department of Transportation in an amount not to exceed $94,260 per year escalated
at 3 percent annually for up to ten years to allow project improvements and use of
Caltrans’ property within the US-101 freeway right-of-way. (Marian Lee, Assistant
City Manager and Tony Rozzi, Senior Planner)
6.
Resolution authorizing the City Manager to execute an airspace lease for the South
San Francisco Caltrain Station with the State of California Department of
Transportation in an amount not to exceed $94,260 per year escalated at 3 percent
annually for up to ten years to allow project improvements and use of Caltrans
property within the US-101 freeway right-of-way.
6a.
Page 3 City of South San Francisco Printed on 8/30/2017
July 26, 2017City Council Regular Meeting Agenda
Report regarding a resolution approving the application for grant funds to the
California Natural Resources Agency Environmental Enhancement and Mitigation
Program in a total amount of $500,000 for landscape enhancements to the Caltrain
Station Improvement Project in Fiscal Year 2017-18. (Tony Rozzi, Senior Planner
and Deborah Gill, Special Projects Manager)
7.
Resolution approving the application for grant funds to the California Natural
Resources Agency Environmental Enhancement and Mitigation Program in a total
amount of $500,000 for landscape enhancements to the Caltrain Station Plaza Project
in Fiscal Year 2017-18.
7a.
Report regarding a resolution authorizing the City Manager to execute the Construction
and Maintenance Agreement for the South San Francisco Caltrain Station with the
Peninsula Corridor Joint Powers Board. (Marian Lee, Assistant City Manager and
Tony Rozzi, Senior Planner)
8.
Resolution authorizing the City Manager to execute the Construction and Maintenance
Agreement for the South San Francisco Caltrain Station with the Peninsula Corridor
Joint Powers Board.
8a.
CONSENT CALENDAR
Motion to approve the Minutes from the meeting of July 12, 2017.9.
Motion confirming payment registers for July 26, 2017. (Richard Lee, Director of
Finance)
10.
Motion to cancel the Regular City Council meeting on August 23, 2017. (Mike Futrell,
City Manager)
11.
Report regarding a resolution authorizing the acceptance of $25,536 in grant funding
from the San Mateo County Human Services Agency to support the Library and
Parks and Recreation Departments’ Science Technology Engineering and Math
education component of the After School Education and Safety programs and
amending the Library Department’s Fiscal Year 2017-18 operating budget. (Valerie
Sommer, Library Director)
12.
Resolution authorizing the acceptance of $25,536 in grant funding from the San Mateo
County Human Services Agency to support the Library and Parks and Recreation
Departments’ Science Technology Engineering and Math education component of the
After School Education and Safety programs and amending the Library Department’s
Fiscal Year 2017 -18 operating budget.
12a.
Page 4 City of South San Francisco Printed on 8/30/2017
July 26, 2017City Council Regular Meeting Agenda
Report regarding a resolution authorizing the acceptance of $6,000 from the State of
California, California Highway Patrol for the “Every 15 Minutes” Program and
amending the Police Department’s Fiscal Year 2017-18 Operating Budget. (Jeff
Azzopardi, Police Chief)
13.
Resolution authorizing the acceptance of a $6,000 grant from the State of California,
California Highway Patrol for the “Every 15 Minutes” Program and amending the
Police Department’s Fiscal Year 2017-18 Operating Budget.
13a.
A report regarding adoption of an ordinance to establish the Antoinette Lane
Underground Utility District, CIP project no. st1702. (Sam Bautista, Principal
Engineer)
14.
Ordinance establishing the Antoinette Lane Underground Utility District, CIP Project
st1702.
14a.
Report regarding a resolution authorizing the acceptance of $29,000 in grant funding
from the California State Library to support the Community Learning Center’s
after-school program and amending the Library Department’s Fiscal Year 2017-18
Operating Budget. (Valerie Sommer, Library Director)
15.
Resolution authorizing the acceptance of $29,000 in grant funding from the California
State Library to support the Community Learning Center’s after-school program and
amending the Library Department’s Fiscal Year 2017-18 Operating Budget.
15a.
Report regarding a resolution authorizing the acceptance of $45,000 in grant funding
from the Silicon Valley Community Foundation to support Project Read’s Financial
Well-being program and amending the Library Department’s Fiscal Year 2017 - 18
operating budget. (Valerie Sommer, Library Director)
16.
Resolution authorizing the acceptance of $45,000 in grant funding from the Silicon
Valley Community Foundation to support Project Read’s Financial Well-being
program and amending the Library Department’s Fiscal Year 2017-18 operating
budget.
16a.
ITEMS FROM COUNCIL – COMMITTEE REPORTS AND ANNOUNCEMENTS
CLOSED SESSION
Closed Session:
Public Employee Performance Evaluation (Pursuant to Government Code Section
54957)
Title: City Manager
17.
Page 5 City of South San Francisco Printed on 8/30/2017
July 26, 2017City Council Regular Meeting Agenda
Closed Session:
Conference with Labor Negotiators
(Pursuant to Government Code § 54957.6)
Agency designated representatives: Pradeep Gupta, Mayor and Jason Rosenberg, City
Attorney
Unrepresented employee: City Manager
18.
ADJOURNMENT
Page 6 City of South San Francisco Printed on 8/30/2017
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-629 Agenda Date:7/26/2017
Version:1 Item #:1.
Certificate of Recognition honoring employee Jeri Ward for her years of service and dedication to the Parks and
Recreation Department.(Rich Garbarino, Councilmember)
City of South San Francisco Printed on 8/30/2017Page 1 of 1
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CITY OF SOUTH SAN FRANCISCO
Certificate of Recognition
Jeri Ward
The South San Francisco City Council does hereby congratulate
Jeri Ward for her 39 years of dedicated, superior, and
passionate customer service at Orange Park Pool.
Her tireless and selfless actions as well as her boundless energy,
friendliness, and kindness she exhibits each and every day
are truly appreciated by the City of South San Francisco.
Presented on this 26th day of July, 2017, by the City Council of South San Francisco
Pradeep Gupta, Mayor
Liza Normandy, Vice Mayor Mark Addiego, Councilmember
Richard Garbarino, Councilmember Karyl Matsumoto, Councilmember
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-713 Agenda Date:7/26/2017
Version:1 Item #:2.
Library and Parks and Recreation Departments’STEM Program.(Laura Armanino,Childcare Assistant
Supervisor,Karla Bourdon,Literacy Program Manager,and Katie Levedahl,Director of Education,California
Academy of Sciences)
City of South San Francisco Printed on 8/30/2017Page 1 of 1
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-722 Agenda Date:7/26/2017
Version:1 Item #:3.
Recognition of Natalie Cedeno for being named “2017 Mother of the Year” by Everything South City.(Liza
Normandy, Vice Mayor)
City of South San Francisco Printed on 8/30/2017Page 1 of 1
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CITY OF SOUTH SAN FRANCISCO
Certificate of Recognition
Natalie Cedeno
The South San Francisco City Council does hereby congratulate
Natalie Cedeno for being named “2017 Mother of the Year”
by Everything South City.
Your dedication and commitment as a loving mother of four
children is truly valued by the City of South San Francisco.
Presented on this 26th day of July, 2017, by the City Council of South San Francisco
Pradeep Gupta, Mayor
Liza Normandy, Vice Mayor Mark Addiego, Councilmember
Richard Garbarino, Councilmember Karyl Matsumoto, Councilmember
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-188 Agenda Date:7/26/2017
Version:2 Item #:4.
Study session:cannabis -testing and manufacturing businesses.(Rozalynne Thompson,Associate Planner and
Deborah Gill, Special Projects Manager)
RECOMMENDATION
It is recommended that the City Council hold a study session on potential testing and manufacturing
cannabis businesses within the City, and provide direction to staff regarding next steps.
BACKGROUND/DISCUSSION
On November 8,2016,California voters approved Proposition 64,which is the initiative known as the Adult
Use of Marijuana Act (AUMA).Subject to local and state restrictions and regulations,AUMA generally
legalizes the nonmedical, recreational use of cannabis by persons 21 years of age and over.
AUMA created a comprehensive state regulatory and licensing structure governing commercial nonmedical
cannabis activities,including the commercial cultivation,testing,manufacturing,distribution,and retail sale of
nonmedical cannabis.
On April 4,2017,Governor Brown released a budget trailer bill (“Trailer Bill”)that aimed to reconcile the
existing medical marijuana statutory framework under the Medical Marijuana Regulation and Safety Act
(MMRSA)and the recreational statutory framework adopted under the AUMA.After some revision,the state
Senate and Assembly passed a modified version of the original proposal in the form of AB 110/SB 94 on June
15th and the Governor signed it into law. Some important elements of the Trailer Bill include:
•Permits co-location of medical and adult-use commercial facilities-Medical and adult-use commercial
facilities may be located on the same premises,so long as licensees obtain separate medical and non-
medical licenses for each use.
•Preservation of the state Medical ID Card-Many cities were pleased with this element of the Trailer Bill
because jurisdictions were concerned that elimination of this requirement would encourage individuals
to migrate to medical cannabis to avoid paying sales and use tax, regardless of why they use cannabis
•Permits non-storefront retailers-Non-storefront retail operations are permitted.Under this category of
use,licensees must have licensed physical locations,but such locations may be closed to the public with
all sales conducted exclusively by delivery.
•Fire and safety standards-The Trailer Bill includes language clarifying that local fire officials retain
authority to carry out fire and life-safety requirements.
•Local Control-The Trailer Bill includes language specifying that it shall not be interpreted to supersede
or limit the authority of local jurisdictions to adopt and enforce local ordinances to regulate state-
City of South San Francisco Printed on 8/30/2017Page 1 of 9
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File #:17-188 Agenda Date:7/26/2017
Version:2 Item #:4.
or limit the authority of local jurisdictions to adopt and enforce local ordinances to regulate state-
licensed businesses,including,but not limited to,local zoning and land use requirements,business
license requirements,and requirements related to reducing exposure to secondhand smoke,or to
completely prohibit the establishment or operation of one or more types of state-licensed businesses
within local jurisdictions.
•Residency Requirements-The Trailer Bill eliminated the California residency requirement for
commercial cannabis licensees.
•Local verification process-Local jurisdictions are required to provide the Bureau of Cannabis Control
with a copy of any local ordinances regulating commercial cannabis and the name of a contact person to
serve as liaison between the state licensing entities and the local jurisdiction.
On January 25,2017,the City Council adopted an interim urgency ordinance placing a moratorium on all
commercial cannabis activity within the City of South San Francisco in order to comprehensively study the
issue. On March 8, 2017, the City Council extended the moratorium for an additional ten months and 15 days.
On January 11,2017 City Council held a study session on an overview and update on cannabis laws.Retailer
dispensary licenses (Type 10)were discussed at the April 12,2017 City Council study session.The focus of this
study session is the potential regulation of testing and manufacturing cannabis businesses,state license types 6,
7, and 8.
If the City Council determines to regulate rather than prohibit cannabis businesses,the following are some
topics staff recommends for City Council consideration regarding cannabis manufacturing and testing:
•Would testing and manufacturing be allowed in the city? And if yes, in which zones?
•Would businesses be allowed within the biotech core?
•Would the city require businesses locate at a minimum distance from each other, or from sensitive uses?
•Would the City impose limits to the size of operations?
•What ventilation,noise,odor,lighting,electrical,water,security and other operational standards should
be imposed to address fire and safety concerns?
State Licenses
State cannabis manufacturing is defined as to compound,blend,extract,infuse,or otherwise make or prepare a
cannabis product. There are two types of licenses:
•Type 6 =Manufacturer 1,sites that manufacture cannabis products using nonvolatile solvents,or no
solvents, and
•Type 7 = Manufacturer 2, sites that manufacture cannabis products using volatile solvents.
State testing licenses (Type 8)are independent licensed testing laboratories that acquire batch samples of
cannabis and cannabis products from distributors prior to retail sale and tests them for:
•Whether the chemical profile of the sample conforms to the labeled content of cannabis compounds, and
•The presence of contaminants does not exceed the levels in the most current version of the American
Herbal Pharmacopoeia monograph.
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File #:17-188 Agenda Date:7/26/2017
Version:2 Item #:4.
Under the Trailer Bill vertical integration,or having more than one license,is generally allowed with the
exception of testing and large cultivation.Testing facilities cannot hold any other license under the Trailer Bill.
In addition, large cultivation licensees cannot hold distributor or microbusiness licenses
Land Use Controls .
Based on research of cannabis-related business regulations of several jurisdictions in Colorado,Washington,
Oregon,and California,the common land use mechanisms used to regulate cannabis manufacturing and testing
businesses are siting limitations (zoning),space and distance requirements,and operational standards.Each
land use control is outlined below.
Zoning - Manufacturing
Section 20.620.005 of the South San Francisco Municipal Code would include cannabis manufacturing with the
“General Industry”use classification,which is the “manufacturing of products from extracted or raw materials
or recycled or secondary materials,or bulk storage and handling of such products and materials.”Cannabis
manufacturers produce a variety of goods that contain cannabis including baked goods,candies,beverages,oil,
lotions,and capsules.The manufacturers produce these products by extracting various substances from
cannabis plants.
Staff recommends that it would be appropriate to allow manufacturing of cannabis and cannabis-infused
products in the same zones that other manufacturing is permitted.The only zoning districts that cannabis
manufacturing uses could be located is within the Mixed Industrial (MI)zoning district and the Business
Professional Office (BPO) zoning district.
The Trailer Bill requires that commercial cannabis businesses locate at least 600 feet from K-12 schools,day
care centers,or youth centers that are in existence at the time the license is issued.Please see Attachment 1,
which shows a map of the city indicating the MI and BPO zoning districts with areas excluded according to the
Trailer Bill, and Attachment 2, which shows suggested cannabis manufacturing zones.
Zoning - Testing
Under the Trailer Bill,cannabis testing facilities would test samples of cannabis grown in California as well as
analyze and certify the safety and potency of cannabis.Under the Municipal Code,cannabis testing facilities
would be classified under the “Research and Development”use classification,which is “a facility for scientific
research and the design,development,and testing of electrical,electronic,magnetic,optical,pharmaceutical,
chemical, and biotechnology components and products in advance of product manufacturing.”
“Research and Development”uses are currently allowed in the Business Commercial (BC),Business
Professional Office (BPO),Business Technology Park (BTP),Bay West Cove Specific Plan District
(BWCSPD),Downtown Transit Core (DTC),El Camino Real Mixed Use (ECRMX),El Camino
Real/Chestnut Mixed Use,High Density (ECR/C-MXH),El Camino Real/Chestnut Mixed Use,Medium
Density (ECR/C-MXM),ECR/C-MXM,Gateway Specific Plan (GSPD),Grand Avenue Core (GAC),Linden
Commercial Corridor (LCC),Linden Neighborhood Center (LNC),Mixed Industrial (MI),Oyster Point
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Commercial Corridor (LCC),Linden Neighborhood Center (LNC),Mixed Industrial (MI),Oyster Point
Specific Plan District (OPSD),Terra Bay Specific Plan District (TSPD),and the Transit Office/R&D Core
(TO/RD) zoning districts.
Staff suggests allowing cannabis testing facilities in zones that do not contain residential areas:BC,BPO,BTP,
BWCSPD,GSPD,MI,and portions of the OPSD zoning districts.Please see Attachment 3,which shows City
testing zones excluding BC,BPO,BTP,BWCSPD,GSPD,MI,and portions of the OPSD zoning districts,with
areas excluded according to the Trailer Bill.Please also see Attachment 4,which shows a map of the city
indicating which zoning areas are suggested,with certain areas excluded in accordance with the restrictions in
the Trailer Bill.
Space and Distance Requirements - Manufacturing and Testing
Staff would recommend that manufacturing facilities could be located in areas indicated in Attachment 2.
These zoning districts have historically encompassed similar manufacturing uses.
In terms of public safety,staff does not have any concerns for testing facilities as long as they adhere to security
standards and have limited product.
Size of Operations for Manufacturing and Testing
Most of the cities in California,Colorado,Oregon,and Washington surveyed do not have a size limit for
cannabis manufacturing and testing facilities.Those that do have size limitations range from 2,000 to 6,400
square feet by right;if a manufacturing or testing facility is allowed to exceed the by right limitation,it is done
through a Conditional Use Permit process.It is unclear how much square footage each manufacturing or
testing facility will need,because of the wide variety of cannabis products that can be manufactured and the
equipment necessary for testing facilities,with each having different space requirements.Rather than set a
limit on the square footage,staff recommends that the square footage for each manufacturing and testing
facility should be determined through the development standards in the Zoning Ordinance and a discretionary
review process.Applicants will be required to submit a business plan as well as a detailed floor plan that
outlines their space needs,including manufacturing,storage,kitchen,packaging,shipping,equipment,and
office areas.
Operational Standards for Manufacturing and Testing
Operational standards typically involve specific requirements designed to mitigate impacts of a particular use
on surrounding properties.The following operational standards for manufacturing and testing facilities may be
considered:
•Conducting background checks of the business operators and their employees
•Requiring extensive security measures,
•Requiring a ventilation system to control and contain odors
•Manufacturing must be within a fully enclosed building and must not be visible from the public right-of
-way,
•The manufacturing must comply with all applicable state and local laws, and
•Abide by same requirements that are placed on other manufacturers and testing facilities in the zoning
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districts where such uses are permitted.
Fire/Building Codes
In manufacturing cannabis products,there are two classifications:using nonvolatile solvents or no solvents
(Type 6),or manufacturing products using volatile solvents (Type 7).Non-solvent extraction or non-volatile
extractions include processes such as:
•Mechanical extraction using screens or presses
•Non-volatile chemical extraction such as water,vegetable glycerin,vegetable oils,animal fats,or food-
grade glycerin
Solvent processes used to extract cannabis include:
•Chemical extraction using a professional closed loop CO2 gas extraction systems
•Chemical extraction using a volatile solvent such as n-butane (hydrocarbons,which includes butane and
propane) and ethanol; is volatile and flammable
In the Trailer Bill,manufacture of cannabis products is generally permitted if it is done using non-toxic,non-
flammable,or solventless processes.If a manufacturing process utilizes volatile solvents,then it is only
permitted if it is conducted exclusively within a closed-loop system that meets all of the following
requirements:
i.The system uses only solvents that are generally recognized as safe pursuant to the federal Food,
Drug, and Cosmetic Act (21 U.S.C. Sec. 301 et seq.).
ii.The system is designed to recapture and contain solvents during the manufacturing process,and
otherwise prevent the off-gassing of solvents into the ambient atmosphere to mitigate the risks of
ignition and explosion during the manufacturing process.
iii.A licensed engineer certifies that the system was commercially manufactured,safe for its
intended use,and built to codes of recognized and generally accepted good engineering practices,
including,but not limited to,the American Society of Mechanical Engineers (ASME),the American
National Standards Institute (ANSI),Underwriters Laboratories (UL),the American Society for
Testing and Materials (ASTM), or OSHA Nationally Recognized Testing Laboratories (NRTLs).
iv.The system has a certification document that contains the signature and stamp of a professional
engineer and the serial number of the extraction unit being certified.
In Washington,extraction equipment certification requires an engineer peer review (EPR).An EPR is a
certification from a licensed engineer who meticulously reviews the equipment in question for safety,
functionality and to ensure it meets applicable national safety codes.Other states like Colorado and Nevada
also require similar EPR reports,with the city of Denver having the most meticulous compliance requirements
in the nation.Staff would recommend additional safety requirements similar to Washington’s be required for
all manufacturing equipment if manufacturing were to be permitted in the City.
For hydrocarbons,staff would recommend facilities have a separate room for running a light hydrocarbon
extractor,with spark-proof ventilation,electrical and fireproofing that conforms with National Fire Protection
Association code,as well as a Underwriters’Laboratories (UL)listing classification and the above mentioned
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Association code,as well as a Underwriters’Laboratories (UL)listing classification and the above mentioned
EPR.
The building and fire code requirements for manufacturing cannabis will be based on current codes at the time
the application has been filed.A business license application that satisfies the requirements of the City will be
reviewed and upon the completion of the review the occupancy classification will be determined by the Chief
Building Official.According to the California Building Code,both volatile and non-volatile cannabis
manufacturing would likely fall under F1 -moderate hazard factory industrial.It is similar to the use of
manufacturing of hemp and tobacco products, where hazardous materials are kept within a closed system.
The building and fire code requirements for cannabis testing facilities would be different than manufacturing
facilities.The likely quantity of hazardous materials is probably going to be relatively low and similar to that
found in laboratory type uses,similar to those found in biotech companies.Therefore,staff would consider this
use similar to that of L occupancy (Laboratory use).L occupancies allow slightly higher amounts of hazardous
materials than B occupancies,like an office,but much less than that of H occupancy,which allows a far greater
amount of hazardous materials.Staff has no building code or safety concerns for testing facilities,as long as
the business’building would be suitable for its intended use,e.g.laboratory space,and adheres to building and
fire codes.
Security
The City could require cannabis businesses to submit a security plan for review by the Chief of Police as
part of the permitting process. Other security measures that could be considered are the following:
•Video cameras
•Alarms
•Lighting
•Safes
•Hired on and off-site security, including a minimum number of security officers
•Updated window, door, and skylight standards
•Limiting amount of product
Staff recommends mandating ventilation systems and prohibiting physical and online signage advertising the
location of a cannabis manufacturing or testing facility to the general public.Discouraging public facing
signage for manufacturing and testing cannabis businesses would be possible through performance standards
adopted by ordinance. Examples include:
-No on-street signage or other building markings,
-No signage on vehicles, and
-No physical addresses on websites,business cards,and promotional materials (could say something like
“located in South San Francisco, serving South San Francisco…”, or list a P.O Box)
State cannabis licenses will be valid for one year.Staff recommends that local approvals also be valid for one
year at a time.The City can add performance standards,when if not met would prevent re-issuing of a license.
State regulation also requires the implementation of a track and trace program which includes an electronic
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State regulation also requires the implementation of a track and trace program which includes an electronic
seed to sale software tracking system with data points for the different stages of commercial activity including,
but not limited to, cultivation, harvest, processing, distribution, inventory, and sale.
Testing Specific Standards
Licensed cannabis operators are authorized to have in-house (non-Type 8)testing laboratories to provide testing
of cannabis and cannabis products obtained from third party cannabis cultivators and manufacturers before
those products are sent to Type 8 testing laboratory for final, presale quality assurance.
The Trailer Bill requires product testing by independent testing labs for labeled content of cannabis compounds
and contaminants (such as pesticides and mold),a chain of custody protocols,and use of standard operating
procedures to confirm or refute bad test results.Remains of the testing samples are required to be destroyed,
and a lab is required to notify the Bureau of Cannabis Regulation within 24 hours of any change in the testing
lab’s accreditation. Testing laboratories would be able to test both medical and adult-use cannabis.
Under the Trailer Bill,the responsibility for testing cannabis or cannabis product falls on the licensee taking the
product to market.In terms of food safety issues for the manufactured products,the Trailer Bill states The
Department of Public Health will license and oversee manufacturing and testing,ensuring consumers receive a
safe product.
FUNDING
California State Taxes
Effective January 1,2018,all retail sales,medical and non-medical,will be subject to a 15 percent California
state excise tax.
Tax revenues will be allocated to the California Marijuana Tax Fund where proceeds will be directed towards
repaying State agencies for regulatory costs not covered by license fees,and providing grants to California
public universities to study and evaluate the implementation of the act.Remaining tax revenues will be
distributed:
·60 percent to youth programs, substance abuse education, prevention and treatment
·20 percent to environmental cleanup and remediation; and
·20 percent to programs to reduce DUIs and negative health and safety impacts resulting from cannabis
legislation
State cannabis tax revenue grants will be distributed to those localities where cannabis businesses are permitted,
even though effects of legalization may occur in other localities as well.
Local Taxes
In addition to California state and local sales tax of 9.25 percent,and California state 15 percent excise tax,
county and local jurisdictions can choose to enact an additional local tax on cannabis.A local general cannabis
tax would require a public hearing of the ordinance and voter approval,requiring 2/3 approval from City
Council and 50 percent plus one of a ballot vote.As discussed below,jurisdictions also have the opportunity to
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Council and 50 percent plus one of a ballot vote.As discussed below,jurisdictions also have the opportunity to
impose fees on cannabis businesses to help alleviate the cost burdens on jurisdictions for regulating these types
of businesses,including the costs of audits,inspections,and processing licenses.Fees cannot exceed the
reasonable costs to the City of regulating these types of businesses.
Local Manufacturing or Testing Tax
Many localities impose a cannabis tax on gross receipts for cannabis businesses.A few examples from other
localities are:
·Monterey County -5 percent gross-receipts tax on all operations in the business of distributing,
manufacturing and testing cannabis
·Sonoma County - 10 percent for all cannabis businesses in unincorporated sections of the county
·Santa Rosa - a maximum rate of 8 percent on all cannabis businesses
·Watsonville - 2.5 percent for manufacture or processing of cannabis, 10 percent for sale
·Santa Cruz - initial rate of 7 percent on cannabis businesses, a maximum rate of 10 percent
·San Leandro - 10 percent on all cannabis businesses
·Hayward - a maximum rate of 15 percent on all cannabis businesses
·Richmond - 10 percent on all cannabis businesses
·Sacramento -subject to the City’s standard 4 percent business tax,not including the licensing fee and
conditional use permit described below,as well as a neighborhood impact fee,which will be established
by a development impact fee study
Colorado,Washington,and Oregon have lowered their cannabis tax rates after their initial rates did not
sufficiently reduce the black market.Staff recommends commissioning a study in order to calculate a fair tax
rate that would not promote the black market.Council may consider a cannabis impact fee to be more
appropriate than a local cannabis tax that would be in addition to the local sales tax;in which case,staff would
recommend an impact fee study to determine the fee.
Local Manufacturing or Testing Business License Fee
The City has the option to create a special business license permit fee for manufacturing and testing cannabis
businesses.A local cannabis business license permit fee would require 2/3 approval from City Council,public
noticing of the fees,and supportive documentation outlining the City costs justifying imposition of the fee.If
the City were to move forward,staff would recommend commissioning a study in order to calculate the total
cost burden of providing legal,building inspection,code enforcement,finance,fire,and police support in the
City for all potential cannabis businesses before a final cost allocation recommendation per license type.
For example,testing facilities will have minimal amounts of cannabis on site.This is estimated to draw less on
City administrative and enforcement resources,and consequently will likely result in a lower business license
fee compared to manufacturing if a framework is put in place.
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Other jurisdictions have also imposed a cannabis business license fee, or are planning to:
·Monterey County has assessed a permit fee of $8,200 -$9,000,to be distributed to various agencies
according to cost burden (Public Works, Planning, Environmental Services, etc.)
·Sacramento -$30,900 for non-volatile manufacturing,$15,870 for testing,as well as a conditional use
permit, the cost of which ranges from $16,640 to $33,610
·San Francisco -has established an Office of Cannabis and is planning to have an ordinance set in place
by September 1, 2017, with fees set in place by December 1,2017.
·Denver - $7,500 for new manufacturing license fee, $5,500 for testing
·Las Vegas -$25,000 manufacturing permit,$10,000 testing permit plus an additional $5,000
compliance permit and $1,280 special use permit for both usage types
Attachments
·Attachment 1 - Map, manufacturing zones with Trailer Bill areas excluded
·Attachment 2 - Map, suggested cannabis manufacturing zones
·Attachment 3 - Map, testing zones that do not contain residential, with Trailer Bill areas excluded
·Attachment 4 - Map, suggested cannabis testing zones
·Attachment 5 - Powerpoint presentation
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Study Session:
Regulating Manufacturing and
Testing Cannabis Businesses
Citywide
Rozalynne Thompson, Planning Division
Deborah Gill, Office of the City Manager
Timeline 2017
•January – General Overview
•March – Moratorium
•April – Retail Study Session
•July – Manufacturing and Testing
Study Session
•September – Cultivation and
Distribution Study Session
•October – Consider ordinances
Cannabis Manufacturing
To compound, blend, extract, infuse,
or otherwise make or prepare a
cannabis product
Cannabis Testing
Independent licensed testing
laboratories test cannabis samples
and products for cannabis compounds
and contaminants
Local Cannabis Regulation
Topics to consider in City manufacturing
and testing regulation:
•Land Use Controls
•Fire/Building codes
•Security
•Taxation and Fees
Land Use Controls
Land Use Controls
Zoning
•Allows Manufacturing and Testing
•Remote from residential
Distance
•At least 600 feet from schools,
day care centers, youth centers
Size
•Can regulate through Conditional
Use Permit
Map showing manufacturing zones excluding AUMA exluded
areas
Map showing testing areas excluding AUMA excluded
areas
Map showing testing areas excluding AUMA excluded
areas
Map showing testing areas excluding AUMA excluded
areas
Land Use Controls -
Operational Standards
•Background checks
•Ventilation systems
•Manufacturing fully enclosed and
not visible from public right-of-way
Fire & Building Codes
Operational Standards
Fire/Building Codes
•Manufacturing
•State law
•Engineer Peer Review
•Specific standards for hydrocarbons
•Moderate hazard - factory &
industrial codes
•Testing – laboratory buildings codes
Security
Operational Standards
Security
•Alarms
•Safes
•Lighting
•Video cameras
•On-site security
•Limited amount
of product
•Updated window,
door and skylight
standards
•No public facing
signage
Financial Impact:
Licensing and Taxation
California Taxation
In addition to:
•State and local sales
tax of 9.25%
•State 15% excise tax
Local jurisdictions can impose taxes
and fees
City Taxes and Fees
Cannabis taxes – range from 0% to 15%
Fees - to cover City’s cost burden of
administration and enforcement
•Business permit – varies by type, ranges
from $5,500 to $30,900
•Impact fee
•Conditional Use Permit
Questions for Discussion
•Do we allow manufacturing and
testing?
•If yes, in which zones?
•Any distance requirements between
businesses?
•What controls should be in place
(operations, fire and safety, signage,
size, ventilation, noise, odor, lighting
electrical, water)?
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-567 Agenda Date:7/26/2017
Version:1 Item #:5.
Report regarding Measure W Community Civic Campus project quarterly update.(Marian Lee,Assistant City
Manager and Dolores Montenegro, Kitchell Program 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
This is an information item providing an update on the Community Civic Campus project between April 2017
and June 2017, Quarter 4 of Fiscal Year 2016-17.
Master Architect Procurement
Kitchell spent considerable time preparing Request for Qualifications (RFQ)materials for a Master Campus
Architect firm/team. The scope of services for the firm/team to be selected includes:
·Completing the campus master plan;
·Final programming of the buildings;
·Preparing design documents;
·Preparing basis of design and/or criteria documents (if needed);
·Preparing a circulation/access plan; and
·Community/stakeholder outreach including conducting public design charrettes.
The RFQ was issued June 12,2017 and proposals received July 14,2017.Review of all submittals is currently
underway.A shortlist of qualified firms/teams will be identified and to those firms,a Request for Proposal
(RFP)will be issued.Recommendations on the selected firm/team will brought back to the full council for
consideration and approval in October/November 2017.
California Environmental Quality Act (CEQA)
The Draft Supplemental Environmental Impact Report (DSEIR)was released for public review July 12,2017.
The DSEIR is posted on the state registrar and was distributed to appropriate state and local government
agencies as required by CEQA. Within the City, the DSEIR was distributed to:
·City Council
·Measure W Citizen’s Oversight Committee
·Planning Commission
·Park and Recreation Commission
·Library Commission
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·Bike and Pedestrian Committee
The DSEIR was also posted on the City’s website and sent to the Measure W mailing distribution list.Hard
copies are also available at the Annex as well as the Library.
Comments on the DSEIR are due August 28,2017 and should be sent in writing via mail or email to Tony
Rozzi (315 Maple Avenue,SSF CA.94080 or [email protected]).Comments will be evaluated and addressed
in the Final Supplemental Environmental Report (FSEIR)which is scheduled to be completed by October 2017.
City Council will be asked to certify the document in November 2017, based on current schedule.
Additional Updates
City Council,at the June 14,2017 meeting,approved the offer to the Oversight Board for three key parcels
needed for the project.At the July 18,2017 Oversight Board meeting,the Oversight Board ratified the offer by
adopting a resolution approving the sale.Agreements related to obtaining the remaining properties (Kaiser and
Bay Area Rapid Transit) will be the project team’s focus over the next six months.
The Citizen’s Oversight Committee did not meet in June 2017.As a result,the project team will present both
the Quarter 3 and Quarter 4 updates at their next regularly scheduled meeting on August 2, 2017.
The project procedures manual,as well as the conceptual master project schedule is complete.These
deliverables serve as program management tools for the project team to guide day-to-day activities and
processes, and manage the project budget and key milestones.
Upcoming Milestones
During the upcoming quarter, the project team will focus on:
·Shortlisting the master architect firms/teams, issuing the RFP and conducting interviews
·Conducting additional environmental and geotechnical due diligence
·Advancing the Antoinette Underground Utility District
·Preparing the Final Supplemental Environmental Impact Report (FSEIR)
·Preparing key terms/draft agreements related to the Kaiser and BART properties
Attachment 1 is a power point presentation that summarizing milestones achieved and target milestones
anticipated over the next several months.
Budget / Service Agreements
The total Fiscal Year 2016-17 budget approved by City Council is $2.5 million.For Fiscal Year 2016-17,
$680,000 was committed for project specific tasks.In Quarter 4,$181,648 was expended.Remaining funds will
be carried over in Fiscal Year 2017 -18 and with additional funds approved by City Council as part of the
Fiscal Year 2017-18 budget; there is sufficient funding for the anticipated project tasks to come.
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See Attachment 2 for the budget summary and listing of active service agreements.
FUNDING
There is no funding impact.
CONCLUSION
The next quarterly update for City Council will be in October 2017.
Attachments:
1.Presentation on Community Civic Campus Project Update (Quarter 4, 2017)
2.Community Civic Campus Budget, Expense and Contract Report (Quarter 4, 2017)
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MEASURE W –COMMUNITY CIVIC CAMPUS
City Council Meeting –July 26, 2017
Prepared by Kitchell CEM
MASTER ARCHITECT PROCUREMENT
•Finalized and issued RFQ Architectural Services
•Scope:–Campus Master Plan
–100% design for joint Library and Recreation building
–Schematic/criteria documents for Police and Fire buildings
–Circulation and access plan
–Community stakeholder outreach including public charrettes
MEASURE W –COMMUNITY CIVIC CAMPUS
CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA)
•Notice of Preparation (NOP) released -March 3, 107
•Draft Supplemental Environmental Impact Report (DSEIR) -released July 12, 2017
•DSEIR comments due -August 28, 2017
•Final Supplemental Environmental Impact Report to be released –October, 2017
•City Council Certification –November, 2017
MEASURE W –COMMUNITY CIVIC CAMPUS
ADDITIONAL UPDATES
•Purchase key project parcels from Oversight Board
•Completed Project Procedures Manual and Master Schedule
MEASURE W –COMMUNITY CIVIC CAMPUS
$324,651.74
$501,895.18
$633,385.18 $680,001.18
$43,324.42 $108,033.91 $147,825.91 $329,473.62
$-
$500,000.00
$1,000,000.00
$1,500,000.00
$2,000,000.00
$2,500,000.00
$3,000,000.00
2017-Q1 2017-Q2 2017-Q3 2017-Q4
Measure W -Budget Vs. Commitment Vs. Expended
Up to 06/30/17
Approved Budget Committed Expended
MEASURE W –COMMUNITY CIVIC CAMPUS
Project Budget
MEASURE W –COMMUNITY CIVIC CAMPUS
Q1-2017/2018 TARGET MILESTONES
•August 2,2017 Meeting with Citizen’s Oversight Committee
•Shortlist master architect firms/teams, issue RFP and conducting interviews
•Additional environmental and geotechnical due diligence
•Advance Antoinette underground utility project
•Preparing the FSEIR
•Preparing key terms/draft agreements related to the Kaiser andBARTproperties
Attachment 2
Measure W – Community Civic Campus Quarter 4 2017 Report
The total FY 2016-2017 budget approved by City Council is $2.5 million. For FY 2016-2017, $680,001 has been committed for
project specific tasks. For Quarter 4, $181,648 was expended. See Table 1 below for more detailed information. Numbers are
rounded to the nearest dollar and explains minor discrepancies in totals.
TABLE 1
2016/2017
Budget
2016/2017
Committed
Q4
Expended
Q1, Q2,
Q3
Expended
Committed
minus
Expended
Financial
- Bond
Management
100,000 81,724 81,724
Subtotal 100,000 81,724 81,724
Pre-Design
- Traffic 70,000 71,484 34,968 36,517
- Environmental 200,000 115,788 88,861 26,927
- Appraisals / Offers 200,000 6,800 700 6,100
- Site Survey 100,000 22,072 10,582 11,490
- Site Planning 200,000 197,395 7,471 61,755 128,168
- Not Programmed 330,000
Subtotal 1,100,000 413,540 97,033 107,305 209,202
Program Management
- PM Contract 750,000 184,008 84,615 39,792 59,601
- Outreach 200,000
- Office Supplies 5,000 729 729
- Not Programmed 345,000
Subtotal 1,300,000 184,737 84,615 40,521 59,601
TOTAL $2,500,000 $680,001 $181,648 $147,826 $350,527
Figure 1 provides a visual of the summary information in Table 1 - funding committed to work tasks and expended amounts
to date relative to the budget approved for FY16-17. The committed and expended are below the approved budget. This
graph (over time) will show at-a-glance the pace of spending and confirm commitments remaining within the approved
budget.
Figure 1
$324,651.74
$501,895.18
$633,385.18 $680,001.18
$43,324.42 $108,033.91 $147,825.91 $329,473.62
$-
$500,000.00
$1,000,000.00
$1,500,000.00
$2,000,000.00
$2,500,000.00
$3,000,000.00
2017-Q1 2017-Q2 2017-Q3 2017-Q4
Measure W -Budget Vs. Commitment Vs. Expended
Up to 06/30/17
Approved Budget Committed Expended
There are several consultant contracts in place to support the project work. Table 2 provides a list of the contractors that
have and are providing a range of specialty services for this project. Highlighted in blue are active contracts.
Table 2
Firm / Consultant Service Type Amount Approved
Public Financial Management Financial $81,724
Nelson and Nygaard Traffic $3,804
Kimley Horn Traffic $67,680
Michael Baker CEQA $115,788
CSS Environmental Environmental $6,100
Schaaf & Wheeler Engineering $6,260
Sandis Engineering $8,750
Wilsey Ham Engineering $4,202
Exaro Engineering $2,860
Group 4 Planning $195,100
Mack 5 Cost Estimating $2,295
Kitchell Program Management $184,008
Watts, Cohn & Partners Inc. Appraisals $7000
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-549 Agenda Date:7/26/2017
Version:1 Item #:6.
Report regarding a resolution authorizing the City Manager to execute an airspace lease for the South San
Francisco Caltrain Station with the State of California Department of Transportation in an amount not to exceed
$94,260 per year escalated at 3 percent annually for up to ten years to allow project improvements and use of
Caltrans’property within the US-101 freeway right-of-way.(Marian Lee,Assistant City Manager and Tony
Rozzi, Senior Planner)
RECOMMENDATION
It is recommended that the City Council adopt a resolution authorizing the City Manager to execute an
airspace lease with the State of California Department of Transportation in an amount not to exceed
$94,260 per year escalated at three percent annually for up to ten years to allow project improvements,
and use of Caltrans’ property within the US-101 freeway right-of-way.
BACKGROUND
The City of South San Francisco and the Peninsula Corridor Joint Powers Board (PCJPB)secured funding to
upgrade the South San Francisco Caltrain Station (“Project”)in December 2015.The Project was estimated to
cost up to $59 million.As outlined in the existing agreement,the City committed to contributing 10 percent
($5.9 million)of the Project cost.Two amendments were made to the funding agreement related to enhancing
the station beyond the standards provided by the PCJPB:
·On January 25,2017,City Council approved an additional $1.3 million to incorporate structural design
changes that maximize the pedestrian experience and encourage Caltrain Station use.
·On May 10,2017,City Council approved an additional $1.5 million to install high quality finish and
paving materials and landscaping to the Project.
Based on these modifications,at this time the City’s contribution to the Project totals $8.7 million.The PCJPB
received bids for Project construction and has informed the City that the Capital funding for the Project is
sufficient.The bid includes the City-requested changes to the design and finish materials.PCJPB staff has
scheduled bid award for the August 3,2017 PCJPB meeting.Prior to award,PCJPB requests an executed
airspace lease agreement between the City and Caltrans.This required airspace lease agreement is the subject of
this staff report. See Exhibit A to the associated resolution for the draft airspace lease agreement.
DISCUSSION
A portion of the western plaza approach to the pedestrian underpass is located within the Caltrans’airspace
right-of-way.This airspace right-of-way area is directly below the US-101 freeway,which is elevated over the
Project area. See Attachment 1 for Airspace Lease Area Map.
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File #:17-549 Agenda Date:7/26/2017
Version:1 Item #:6.
It is necessary for PCJPB to obtain Caltrans approval for the proposed improvements.In order for Caltrain to
construct the entire project,an airspace lease agreement between the City and Caltrans must be executed.
Caltrans has a mandate to require fair market rate for leases of property beneath their freeway facilities.The
proposed terms of the Airspace Lease are as follows:
1.Ten year lease, with up to three extended terms of ten years;
2.Monthly rent of $7,855 with a three percent increase annually (rent would be $9,945 by year ten); and
3.Periodic reevaluation of the fair market rate by Caltrans.
4.At the conclusion of the lease, all improvements on the premises vest with Caltrans.
5.At termination of lease, Caltrans may require removal of the improvements.
6.Caltrans may require City to temporarily or permanently relocate the improvements in the event that the
improvements interfere with the construction of a Caltrans approved and funded transportation project.
7.Upon commencement of the lease,the City is responsible for removing any hazardous material that City
knows is on the premises or that it has identified during any pre-lease environmental assessments and
for removing any hazardous material later introduced during the lease term.
The lease provisions summarized in Section 3-7 above are standard Caltrans lease requirements.Staff intends
to continue negotiating with Caltrans to relax and/or refine these terms in light of the public benefits provided
by the improvements.The associated resolution has been drafted to provide the City Manager sufficient
authority to modify the airspace lease agreement after City Council approval to reflect the modified terms in the
event that Caltrans agrees to the modifications.See Exhibit A in the associated resolution for the draft airspace
lease agreement.
Staff will be seeking a discount on the rent under the airspace lease from the California Transportation
Commission (CTC).CTC Resolution G-03-03,attached here as Attachment 2,permits a 20 percent reduction in
the Caltrans’calculated fair market rate for public mass transportation agencies to promote transit use.Caltrans
staff has reviewed the City’s application and believes that the joint City/PCJPB Project qualifies for this
discount.Given that the Project is constructing a permanent,high-quality transit improvement,staff will be
requesting CTC consideration of up to a 50 percent reduction,which would result in a lease rate consistent with
a peer review appraisal analysis evaluated by staff.
Staff is preparing to present at the CTC October 2017 meeting.Short of closure on this outstanding request,
staff is asking City Council for authorization to execute the airspace lease agreement now in order for the
Project to break ground in November 2017.The agreement reflects the highest potential monthly rent of $7,855
with a three percent annual increase.If a reduction is approved by the CTC,the agreement will be amended to
reflect the approved reduced amount.The best-case monthly rent could be $3,928 with a three percent annual
increase.
FUNDING
Rent for Fiscal Year 2017-18 will be drawn from the already City allocated funding for the Project.For the
following years,the rent will be included in the City’s budget request to City Council.Possibly budget sources
include Infrastructure Reserves,Transit Impact Fee assessments to future developments,or Parking District
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File #:17-549 Agenda Date:7/26/2017
Version:1 Item #:6.
include Infrastructure Reserves,Transit Impact Fee assessments to future developments,or Parking District
maintenance funds.
CONCLUSION
Staff recommends City Council approval of the airspace lease agreement.Approval of the resolution will allow
the City Manager to execute the agreement, a necessary step for project construction.
Attachments:
1.Airspace Lease Area Map
2.CTC Resolution G-03-03 with Discount Explanation
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Airspace Lease Area Map – Area indicated in Red Outline
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-734 Agenda Date:7/26/2017
Version:1 Item #:6a.
Resolution authorizing the City Manager to execute an airspace lease for the South San Francisco Caltrain
Station with the State of California Department of Transportation in an amount not to exceed $94,260 per year
escalated at 3 percent annually for up to ten years to allow project improvements and use of Caltrans property
within the US-101 freeway right-of-way.
WHEREAS,on December 9,2015,Peninsula Corridor Joint Powers Board (“PCJPB”)and the City of South
San Francisco (“City”)entered into a Cooperative Agreement,pursuant to which City contracted with PCJPB to
perform or contract for the performance of all design,project management,construction management,
construction engineering and reconstruction related to the South San Francisco Caltrain Station (“Project”); and
WHEREAS,PCJPB requires the execution of a construction and maintenance agreement (“C&M Agreement”)
and evidence of a State of California Department of Transportation (“Caltrans”)airspace lease (“Airspace
Lease”) between Caltrans and City before awarding a contract to qualified lowest bidder for the Project; and
WHEREAS,the Airspace Lease between Caltrans and City is required in order to permit Project improvements
within the Caltrans right-of-way; and
WHEREAS,Caltrans has a mandate to require fair market rate for leases of property beneath their freeway
facilities and therefore the City lease terms reflect the Caltrans standard agreement; and
WHEREAS,the proposed lease terms include a ten (10)year lease,with up to three (3)extended terms of ten
years,monthly rent of $7,855.00 with a fixed minimum 3 percent increase on the first day of the third year and
every year thereafter so that monthly rent beginning July 1,2026 would be $9,945,and periodic reevaluation of
the fair market rate by Caltrans; and
WHEREAS,the Airspace Lease cost obligation by the City would be as high as $120,000 per year at the
conclusion of the ten year, renewable lease; and
WHEREAS,the Airspace Lease contains a provision and reference to California Transportation Commission
(“CTC”)Resolution G-03-03 that permits a 20 percent reduction in the fair market rate for public mass
transportation agencies to promote transit use; and
WHEREAS,Caltrans staff has reviewed the City application and believes the Project is justified in requesting
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File #:17-734 Agenda Date:7/26/2017
Version:1 Item #:6a.
WHEREAS,Caltrans staff has reviewed the City application and believes the Project is justified in requesting
the CTC 20 percent reduction; and
WHEREAS,the City has requested an opportunity to attend an upcoming CTC public meeting to request a
greater than 20 percent reduction since the Project includes high quality site improvements,a nearly $10
million contribution to the Project by the City for hard costs and land acquisition,and a Project location within
a Priority Development Area adjacent to high density residential and employment centers that will have a
significant reduction in greenhouse gas emissions consistent with the State of California’s AB 32 and SB 375
statewide climate goals; and
WHEREAS,the City will need to execute the Airspace Lease with Caltrans prior to PCJPB award of contract
scheduled for August 3,2017 and then amend and revise the Airspace Lease if CTC awards a 20 percent
reduction or higher as desired by City; and
WHEREAS,the funding for the initial first year of the Airspace Lease will be drawn from existing project
allocated funding but year two and each year thereafter will require operating budget allocation by the City.
NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of South San Francisco that the City
Council hereby approves an Airspace Lease for the South San Francisco Caltrain Station with the State of
California Department of Transportation in an amount not to exceed $94,260 per year escalated at three percent
annually for up to ten years, attached hereto as Exhibit A.
BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco authorizes the Finance
Department to establish an ongoing project budget to include the estimated costs consistent with the
information contained in the staff report and Exhibit A.
BE IT FURTHER RESOLVED that the City Council hereby authorizes the City Manager to execute this
Airspace Lease for the South San Francisco Caltrain Station with the State of California Department of
Transportation on behalf of the City in substantially the same form as attached hereto as Exhibit A;to make
any revisions,amendments,corrections and modifications,subject to the 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;and to take any related action reasonably necessary to carry out the intent of this
Resolution.
*****
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1
(Lease Area No. 04-SM-101-01)
(Account No. 04-SMX-101-0001-02)
STATE OF CALIFORNIA
DEPARTMENT OF TRANSPORTATION
AIRSPACE LEASE
THIS LEASE, dated May 4, 2017 is by and between the STATE OF CALIFORNIA, acting by and
through its Department of Transportation, hereinafter called "Landlord," and
City of South San Francisco, hereinafter called "Tenant."
W I T N E S S E T H
For and in consideration of the rental and of the covenants and agreements hereinafter set forth
to be kept and performed by the Tenant, Landlord hereby leases to Tenant and Tenant hereby leases
from Landlord the Premises herein described for the term, at the rental and subject to and upon all of
the terms, covenants and agreements hereinafter set forth.
ARTICLE 1. SUMMARY OF LEASE PROVISIONS
Landlord: California Department of Transportation
Tenant: City of South San Francisco
Premises: State Freeway Lease Area (FLA) SM-101-01 located in the City of South San Francisco
County of San Mateo , State of California, and more particularly described in Article 2.
Lease Term Ten (10) years plus three 10-year options, initial term commencing October 1, 2017 and
expiring on September 30, 2027.
Monthly Rent: $ 7855.00 (Article 4)
Security Deposit: $ -0- (Article 18)
Use: Build and maintain Pedestrian undercrossing (Article 5)
Comprehensive General Liability Insurance: $5,000,000. (Article 10)
Insurance provider: .
Policy number: .
Business Automobile Liability Insurance: $1,000,000. (Article 10)
Insurance provider: .
Policy number: .
Garage Keeper's Legal Liability Insurance: $1,000,000. (Article 10)
Insurance provider: .
Policy number: .
Workers' Compensation Insurance: $1,000,000. (Article 10)
Insurance provider: .
Policy number: .
2
Addresses for Notices: (Article 19)
To Landlord:
Department of Transportation
Right of Way Airspace Development MS 11
US Mail: PO Box 23440, Oakland, CA 94623-0440
Street Address: 111 Grand Avenue, 13th floor Oakland, CA 94612-3771
To Tenant: City of South San Francisco
315 Maple Avenue
South San Francisco, CA 94080
Richard Lee, Finance Director
Email: [email protected] Phone: (650) 877-8505
References in this Article 1 to the other Articles are for convenience and designate other
Articles where references to the particular item contained in the Summary of Lease Provisions appear.
Each reference in this Lease to the Summary of Lease Provisions contained in this Article 1 shall be
construed to incorporate all of the terms provided under the Summary of Lease Provisions. In the
event of any conflict between the Summary of Lease Provisions and the balance of the Lease, the latter
shall control.
ARTICLE 2. PREMISES
Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, for the term, at the
rent, and upon the covenants and conditions hereinafter set forth, that certain Premises known as
Freeway Lease Area No. SM-101-01, situated in the City of South San Francisco and County
of San Mateo, said land or interest therein being shown on the map or plat marked "Exhibit A,"
attached hereto and by this reference made a part hereof.
EXCEPTING THEREFROM all those portions of the above-described Premises occupied by
the supports and foundations of the existing structure.
ALSO EXCEPTING THEREFROM all that portion of the Premises above a horizontal plane 5
feet below the underside of the superstructure of the existing structure, which plane extends to a line
10 feet, measured horizontally, beyond the outermost protrusion of the superstructure of the structure.
California Civil Code Section 1938 requires commercial landlords to disclose to tenants
whether the property being leased has undergone inspection by a Certified Access Specialist ("CASp")
to determine whether the property meets all applicable construction-related accessibility requirements.
Tenant is hereby advised that the Premises have NOT been inspected by a CASp.
ARTICLE 3. TERM
The term of this Lease shall be for Ten (10) Years, commencing October 1, 2017, and
expiring on September 30, 2027.
Tenant shall have the option to exercise three (3) extended terms of ten (10) years, which
extended term is to begin on the expiration of the initial term. The Tenant’s option of renewing this
lease shall be exercised in writing by mailing by certified or registered mail notice to the Landlord at
least one-hundred eighty (180) days prior to the commencement of this renewal period. In the event
3
Tenant does not exercise his option of renewal, Landlord shall have the right to post the lease premises
with “For Lease” signs and show prospective tenants during any terminal six (6) month term of the
lease. The minimum monthly rent for the option term shall be determined via Article 4.
ARTICLE 4. RENT
4.1 Minimum Monthly Rent
Tenant shall pay to Landlord as minimum monthly rent, without deduction, setoff, prior notice,
or demand, the sum of $ 7855.00 per month, in advance on the first day of each month, commencing
on the Term commencement date and continuing during the term. Minimum monthly rent for the
second rent year and beyond shall be adjusted pursuant to section 4.2 below, and shall be subject to
reevaluation as provided for within this Article.
Minimum monthly rent for the first month or portion of it shall be paid on the Term
commencement date. Minimum monthly rent for any partial month shall be prorated at the rate of
1/30th of the minimum monthly rent per day. All rent checks shall have printed on their face the
following tenancy reference number 04-SMX-101-0001-02 and shall be paid to Landlord at the
following address: State of California, Department of Transportation, Attention: Cashier, P. O. Box
168019, Sacramento, CA 95816-8019.
4.2 Discount to Rent
In the case that the California Transportation Commission (CTC) approves a transportation
discount pursuant to CTC Resolution G-03-03 Section 2.2, rent shall be discounted by 20% (or greater
if so determined by CTC) of the fair market value lease rate of $ 7855.00 and adjustments made
accordingly as per Section 4.3 of this lease less the 20% discount. If approved, such discount shall be
memorialized via a written amendment to this Lease. 4.3 Adjustment to Rent
The minimum monthly rent provided for in Section 4.1 shall be subject to adjustment as of the
first day of the third year of the lease term and every year thereafter, either via a fixed minimum 3%
increase (rounded to closest $5) or via an amount derived from a reevaluation which may occur at
Landlord’s option per Section 4.4. Table 4.2.1 below provides the Tenant’s minimum rent obligation
for the 10 years of the term, unless a new fair market rent is derived via reevaluation per Section 4.4
which will supersede the pre-calculated amounts within Table 4.2.1. If a new rent determined via a
reevaluation does not take effect on the 6th, 11th and/or 16th year of the term, then the rent will continue
to adjust annually at the set 3% fixed amount until a reevaluation, if any, takes place. Landlord shall
not be required to provide any further notice to Tenant regarding annual rent adjustments during the
Lease term.
Table 4.3.1 Lease Year Period Rent
July 1, 2017 $ 7,855.00
July 1, 2019 $ 8,090.00
July 1, 2020 $ 8,330.00
July 1, 2021 $ 8,580.00
4
July 1, 2022 $ 8,835.00
July 1, 2023 $ 9,100.00
July 1, 2024 $ 9,375.00
July 1, 2025 $ 9,655.00
July 1, 2026 $ 9,945.00
4.4 Landlord's Compensation upon Assignment, Transfer or Sublease of Tenant's Leasehold
(a) In the event that Tenant voluntarily assigns, transfers or subleases any of Tenant's rights in
the Premises, Tenant shall pay to Landlord compensation in connection with the transaction in an
amount equal to fifty percent (50%) of any and all consideration, whether in present payments or in
future payments, which Tenant receives from an assignee, transferee or subtenant in excess of the
amount of rent Tenant is obligated to pay to Landlord under this Lease.
(b) Payment by Tenant of the amount of compensation required under this Section 4.3 is a
condition to Landlord's giving its consent to any assignment, transfer or sublease under Section 16.1,
and Landlord may withhold its consent to any such assignment, transfer or sublease until this
compensation has been paid. In addition, before Landlord gives its consent to any such transaction,
Tenant shall deliver to the assignee, transferee or subtenant a written summary of all sums due and
owing to Landlord under this section and shall deliver to Landlord a written acknowledgement by the
assignee, transferee or subtenant that said person affirms that the sums are due and owing to Landlord
and that said person accepts responsibility for ensuring that such sums are paid directly to Landlord.
4.5 Reevaluation of Minimum Monthly Rent
Landlord, at its sole discretion, expressly reserves the right to reevaluate the minimum monthly
rent three times during the term of this Lease. During the fifth, tenth, and fifteenth years from the date
of the commencement of the initial term, or as soon thereafter as Landlord desires, a fair market lease
rate may be determined in the manner set forth below and shall be established as the minimum
monthly rent commencing on the start of the 6th, 11th, 16th years of the term or as soon thereafter upon
the running of the notice period as provided for below. Notwithstanding anything contained herein to
the contrary, any reevaluation of rent conducted pursuant to this Section 4.5 shall be discounted by the
percentage approved by the CTC pursuant to Section 4.2 above.
The minimum monthly rent established by this section shall continue to be subject to the 3%
annual adjustment beginning in the third year established in Section 4.2. Table 4.2.1 shall be amended
to reflect the new minimum monthly rent for the remaining Lease term pursuant to the reevaluation.
The term "fair market lease rate" means the highest lease rate estimated in terms of money
which the leased premises, excluding improvements constructed by Tenant thereon, would bring if
exposed for lease in the open market, with a reasonable time allowed to find a tenant, leasing with full
knowledge of the purpose and uses to which the leased premises is being put and the restrictions on use
contained in Article 5 of this lease.
The parties intend to establish the fair market lease rate through negotiation. At least 90 days
prior to implementation of a new reevaluated lease rate, Landlord shall notice Tenant of its intent to
reevaluate the rent, and shall propose to Tenant a new fair market lease rate. In an effort to encourage
productive negotiations, if Landlord and Tenant have not mutually agreed upon the fair market lease
rate for the Premises 60 days after the notice, then Landlord shall unilaterally set the fair market lease
rate based on data collected from a rent survey of reasonably comparable Caltrans and non-Caltrans
owned properties and shall use the highest per square foot rate paid by a tenant for a comparable
property with a comparable use within approximately a one mile radius of the subject Premises.
5
If Landlord unilaterally sets the fair market lease rate, Tenant shall have the option to accept
the new lease rate or Tenant may object to the new lease rate and elect to terminate the Lease with no
penalty by providing to Landlord a 30 Day Notice of its intent to Quit. Such termination notice must
be provided by Tenant to Landlord in writing. Tenant’s election to Quit shall place the Tenant in the
same legal position as if the entire term of this Lease had run its course and expired. Tenant shall have
no further rights other than those expressed within this Lease relevant to the natural expiration of the
term of the Lease. In the case that Tenant does not provide notice of intent to terminate, the new fair
market lease rate established by Landlord shall become effective on the first day of the month
following Landlord’s 90 day notice of its intent to implement the new reevaluated lease rate. For
example, if Landlord provides notice to Tenant of its proposed new rent on February 1, 2021, the new
rent would take effect on May 1, 2021. If Tenant fails to pay the new fair market lease rate, Landlord
shall treat Tenant’s failure to pay the new lease rate as a material breach.
4.6 Reevaluation on Change in Use
Landlord expressly reserves the right to establish a new minimum monthly rent as a condition
to Landlord’s approval of any use of the Premises not specifically permitted by Section 5.1 and as a
condition to any amendment to or changes in the uses permitted by that section.
4.7 Reevaluation on Transfer
Landlord expressly reserves the right to establish a new minimum monthly rent as a condition
to Landlord’s specific approval of any transfer, or assignment of this Lease or any subletting of all or
any portion of the Premises; provided, however, that Tenant shall have the right from time to time,
upon notice to, but without the consent of Landlord, to transfer this Lease or use and occupancy of all
or any of the Premises to any person or entity that directly or indirectly controls, is controlled by or is
under common control with Tenant for any or all of the uses permitted under this Lease without any
such new minimum monthly rent and without obtaining Landlord’s consent.
ARTICLE 5. USE
5.1 Specified Use
The Premises shall be used and occupied by Tenant only and exclusively for the purpose of
open public plaza and pedestrian undercrossing and for no other purpose whatsoever without obtaining
prior written consent of Landlord and the concurrence of the Federal Highway Administration.
Landlord expressly reserves the right to establish a new minimum monthly rent as a condition to
Landlord’s approval of any use of the leased premises not specifically permitted by this section.
5.2 Condition of Premises
Tenant hereby accepts the Premises in the AS-IS condition existing as of the date of the
execution hereof, subject to all applicable zoning, municipal, county, state and federal laws, ordinances
and regulations governing and regulating the use of the Premises, and accepts this Lease subject
thereto and to all matters disclosed thereby and by any exhibits attached hereto. Tenant acknowledges
that neither Landlord nor any agent of Landlord has made any representation or warranty with respect
to the condition of the Premises or the suitability thereof for the conduct of Tenant’s business, nor has
Landlord agreed to undertake any modification, alteration or improvement to the Premises except as
provided in this Lease.
6
Except as may be otherwise expressly provided in this Lease, the taking of possession of the
Premises by Tenant shall in itself constitute acknowledgement that the Premises are in good and
Tenantable condition, and Tenant agrees to accept the Premises in its presently existing condition "as
is", and that the Landlord shall not be obligated to make any improvements or modifications thereto
except to the extent that may otherwise be expressly provided in this Lease.
Tenant represents and acknowledges that it has made a sufficient investigation of the conditions
of the Premises existing immediately prior to the execution of this Lease (including investigation of the
surface, subsurface and groundwater for contamination and hazardous materials) and is satisfied that
the Premises will safely support the type of improvements, if any, to be constructed and maintained by
Tenant upon the Premises, that the Premises is otherwise fully fit physically and lawfully for the uses
required and permitted by this Lease and that Tenant accepts all risks associated therewith.
Tenant acknowledges that (1) Landlord has informed Tenant prior to the commencement of the
term of this Lease that the Landlord does not know nor has reasonable cause to believe that any release
of any hazardous material has come to be located on or beneath the Premises; (2) prior to the
commencement of the term of this Lease, the Landlord has made available to Tenant, for review and
inspection, records in the possession or control of the Landlord which might reflect the potential
existence of hazardous materials on or beneath the Premises; (3) Landlord has provided Tenant access
to the Premises for a reasonable time and upon reasonable terms and conditions for purposes of
providing to Tenant the opportunity to investigate, sample and analyze the soil and groundwater on the
Premises for the presence of hazardous materials; (4) by signing this Lease Tenant represents to
Landlord that, except as otherwise may be stated on “Exhibit C” attached hereto and by this reference
incorporated herein, Tenant does not know nor has reasonable cause to believe that any release of
hazardous material has come to be located on or beneath the Premises and (5) with respect to any
hazardous material which Tenant knows or has reasonable cause to believe has come or will come to
be located on or beneath the Premises, Tenant has listed the hazardous material on attached “Exhibit
C” and agrees promptly to commence and complete the removal of or other appropriate remedial
action regarding the hazardous material at no cost or expense to Landlord and in full compliance with
all applicable laws, regulations, permits, approvals and authorizations. The phrase “hazardous
material,” as used herein, has the same meaning as that phrase has in Section 5.7 of this Lease.
Tenant agrees that, except as otherwise expressly provided in this Lease, Tenant is solely
responsible without any cost or expense to the Landlord to take all actions necessary, off as well as on
the Premises to improve and continuously use the Premises as required by this Lease and in
compliance with all applicable laws and regulations.
5.3 Compliance with Law
Tenant shall not use the Premises or permit anything to be done in or about the Premises which
will in any way conflict with any law, statute, zoning restriction, ordinance or governmental rule or
regulation or requirements of duly constituted public authorities now in force or which may hereafter
be in force, or with the requirements of the State Fire Marshal or other similar body now or hereafter
constituted, relating to or affecting the condition, use or occupancy of the Premises. The judgment of
any court of competent jurisdiction or the admission of Tenant in any action against Tenant, whether
Landlord be a party thereto or not, that Tenant has violated any law, statute, ordinance or governmental
rule, regulation or requirement, shall be conclusive of that fact as between Landlord and Tenant.
Tenant shall not allow the Premises to be used for any unlawful purpose, nor shall Tenant cause,
maintain or permit any nuisance in, on or about the Premises. Tenant shall not commit or suffer to be
committed any waste in or upon the Premises.
5.4 Compliance with Requirements of Lease Application
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By executing this Lease, Tenant certifies that all the statements made in the Lease Application
for this Lease are true and correct. If at any time during the term of this Lease Landlord discovers that
any statement Tenant made in the Airspace Lease Application is false, this Lease may be terminated
immediately by Landlord and be of no further force or effect.
5.5 Petroleum Products
Tenant shall not install facilities for, nor operate on the Premises, a gasoline or petroleum
supply station. Tenant shall not permit on the Premises any vehicles used or designed for the
transportation or storage of gasoline or petroleum products. Tenant shall also not permit on the
Premises any bulk storage of gasoline or petroleum products.
5.6 Explosives and Flammable Materials
The Premises shall not be used for the manufacture of flammable materials or explosives, or for
any storage of flammable materials, explosives or other materials or other purposes deemed by
Landlord to be a potential fire or other hazard to the transportation facility. The operation and
maintenance of the Premises shall be subject to regulations of Landlord so as to protect against fire or
other hazard impairing the use, safety and appearance of the transportation facility. The occupancy
and use of the Premises shall not be such as will permit hazardous or unreasonably objectionable
smoke, fumes, vapors or odors to rise above the surface of the traveled way of the transportation
facility.
5.7 Hazardous Materials
Tenant shall at all times and in all respects comply with all federal, state and local laws,
ordinances and regulations, including, but not limited to, the Federal Water Pollution Control Act (33
U.S.C. section 1251, et seq.), Resource Conservation and Recovery Act (42 U.S.C. section 6901, et
seq.), Safe Drinking Water Act (42 U.S.C. section 300f, et seq.), Toxic Substances Control Act (15
U.S.C. section 2601, et seq.), Clean Air Act (42 U.S.C. section 7401, et seq.), Comprehensive
Environmental Response, Compensation and Liability Act (42 U.S.C. section 9601, et seq.), Safe
Drinking Water and Toxic Enforcement Act (California Health and Safety Code section 25249.5, et
seq.), other applicable provisions of the California Health and Safety Code (section 25100, et seq., and
section 39000, et seq.), California Water Code (section 13000, et seq.), and other comparable state
laws, regulations and local ordinances relating to industrial hygiene, environmental protection or the
use, analysis, generation, manufacture, storage, disposal or transportation of any oil, flammable
explosives, asbestos, urea formaldehyde, radioactive materials or waste, or other hazardous, toxic,
contaminated or polluting materials, substances or wastes, including, without limitation, any
“hazardous substances” under any such laws, ordinances or regulations (collectively “Hazardous
Materials Laws”). As used in the provisions of this Lease, “hazardous materials” include any
“hazardous substance” as that term is defined in section 25316 of the California Health and Safety
Code and any other material or substance listed or regulated by any Hazardous Materials Law or
posing a hazard to health or the environment. Except as otherwise expressly permitted in this Lease,
Tenant shall not use, create, store or allow any hazardous materials on the premises. Fuel stored in a
motor vehicle for the exclusive use in such vehicle is excepted.
In no case shall Tenant cause or allow the deposit or disposal of any hazardous materials on the
Premises. Landlord, or its agents or contractors, shall at all times have the right to go upon and inspect
the Premises and the operations thereon to assure compliance with the requirements herein stated. This
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inspection may include taking samples of substances and materials present for testing, and/or the
testing of soils or underground tanks on the Premises.
In the event Tenant breaches any of the provisions of this Section, this Lease may be
terminated immediately by Landlord and be of no further force or effect. It is the intent of the parties
hereto that Tenant shall be responsible for and bear the entire cost of removal and disposal of
hazardous materials introduced to the Premises during Tenant’s period of use and possession as owner,
operator or Tenant of the Premises. Tenant shall also be responsible for any clean-up and
decontamination on or off the Premises necessitated by the introduction of such hazardous materials on
the Premises. Tenant shall not be responsible for or bear the cost of removal or disposal of hazardous
materials introduced to the Premises by any party other than Tenant during any period prior to
commencement of Tenant’s period of use and possession of the Premises as owner, operator or Tenant.
Tenant shall further hold Landlord, and its officers and employees, harmless from all
responsibility, liability and claim for damages resulting from the presence or use of hazardous
materials on the Premises during Tenant's period of use and possession of the Premises.
5.8 Signs
Not more than four (4) advertising signs of a size not greater than thirty (30) square feet of
surface area may be erected on the Premises. The wording on these signs shall be limited to Tenant's
name or trade name, the words "Parking," or "Auto Parking," a statement of rates, and a directional
arrow. The location of all these signs shall be subject to Landlord's prior approval. None of these
signs shall be attached to or painted on any bridge structure or building without the express written
consent of Landlord. All of these signs shall also comply with all applicable requirements of local
governmental entitles, including governmental approval and payment of any fees.
Except as set forth in the previous paragraph of this Section, Tenant shall not construct, erect,
maintain or permit any sign, banner or flag upon the Premises without the prior written approval of
Landlord. Tenant shall not place, construct or maintain upon the Premises any advertising media that
include moving or rotating parts, searchlights, flashing lights, loudspeakers, phonographs or other
similar visual or audio media. The term "sign" means any card, cloth, paper, metal, painted or wooden
sign of any character placed for any purpose on or to the ground or any tree, wall, bush, rock, fence,
building, structure, trailer or thing. Landlord may remove any unapproved sign, banner or flag existing
on the Premises, and Tenant shall be liable to and shall reimburse Landlord for the cost of such
removal plus interest as provided in Section 19.11 from the date of completion of such removal.
5.9 Landlord's Rules and Regulations
Tenant shall faithfully observe and comply with the rules and regulations that Landlord shall
from time to time promulgate for the protection of the transportation facility and the safety of the
traveling public. Landlord reserves the right from time to time to make reasonable modifications to
said rules and regulations. The additions and modifications to those rules and regulations shall be
binding upon Tenant upon delivery of a copy of them to Tenant.
5.10 Wrecked Vehicles
Tenant shall not park or store wrecked or inoperable vehicles of any kind on the Premises.
5.11 Vending
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No third party vending of any kind or character shall be conducted, permitted or allowed upon
the Premises without the prior express written consent of Landlord.
5.12 Water Pollution Control
Tenant shall comply with all applicable State and Federal water pollution control requirements
regarding storm water and non-storm water discharges from the tenant’s leasehold area and will be
responsible for all applicable permits including but not limited to the National Pollutant Discharge
Elimination System (NPDES) General Permit and Waste Discharge Requirements for Discharges of
Stormwater Associated with Industrial Activities (Excluding Construction), the NPDES General
Permit for Stormwater Discharges Associated with Construction and Land Disturbance Activities, and
the Caltrans Municipal Separate Storm Sewer System NPDES Permit, and permits and ordinances
issued to and promulgated by municipalities, counties, drainage districts, and other local agencies
regarding discharges of storm water and non-storm water to sewer systems, storm drain systems, or
any watercourses under the jurisdiction of the above agencies. Copies of the current storm water
related NPDES permits are available on the State Water Resources Control Board’s website at
http://www.swrcb.ca.gov/water_issues/programs/stormwater/.
Tenant understands the discharge of non-storm water into the storm sewer system is prohibited
unless specifically authorized by one of the permits or ordinances listed above. In order to prevent the
discharge of non-storm water into the storm sewer system, vehicle or equipment washing, fueling,
maintenance and repair on the Premises is prohibited.
In order to prevent the discharge of pollutants to storm water resulting from contact with
hazardous material, the storage or stockpile of hazardous material on Premises is strictly prohibited.
Tenant shall implement and maintain the Best Management Practices (BMPs) shown in the
attached Stormwater Pollution Prevention Fact Sheet(s) for: General Land Use and Parks and
Recreation marked “Exhibit B.” Tenant shall identify any other potential sources of storm water and
non-storm water pollution resulting from Tenant’s activities on the premises, which are not addressed
by the BMPs, contained in the attached Fact Sheet(s), and shall implement additional BMPs to prevent
pollution from those sources. Additional BMPs may be obtained from 2 other manuals:
(1) Right of Way Property Management and Airspace Storm Water Guidance Manual available
for review online at: www.dot.ca.gov/hq/row/rwstormwater, and
(2) Construction Site Best Management Practices Manual, available for review online at:
www.dot.ca.gov/hq/construc/stormwater/manuals.htm.
In the event of conflict between the attached fact sheet(s), the above-referenced manuals, and this
Lease, this Lease shall control.
Tenant shall provide Landlord with the Standard Industrial Classification (SIC) code applicable
to Lessee’s facilities and activities on the lease premises. A list of SIC codes regulated under the
General Industrial Permit SIC codes may be found at the State Water Resources Control Board
website: http://www.waterboards.ca.gov/water_issues/programs/stormwater/gen_indus.shtml. Other
SIC codes may be found at www.osha.gov/pls/imis/sicsearch.html.
Landlord, or its agents or contractors, shall at all times have the right to enter and inspect the
Premises and the operations thereon to assure compliance with the applicable permits, and ordinances
listed above. Inspection may include taking samples of substances and materials present for testing,
and/or the testing of storm sewer systems or watercourses on the Premises.
ARTICLE 6. IMPROVEMENTS
6.1 No Improvements Without Prior Written Consent of Landlord
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No improvements of any kind shall be placed in, on, or upon the Premises, and no alterations
shall be made in, on, or upon the Premises without the prior written consent of Landlord and the
concurrence of the Federal Highway Administration. Tenant may, at its sole expense, install and
maintain any additional fencing and entrances that may be required by its use of the Premises, subject
to the approval of the location by Landlord, the Federal Highway Administration and the City of South
San Francisco and County of San Mateo ; provided that Tenant shall at its sole expense construct
and maintain sidewalks and driveways at the locations where the additional entrances are installed. In
the event Tenant violates any of the provisions of this Article, this Lease may be terminated
immediately by Landlord and be of no further force or effect.
6.2 Encroachment Permit
Tenant, prior to construction or alteration of any improvements on or of the leased premises,
shall obtain an executed Encroachment Permit from Landlord.
Issuance by Landlord of an Encroachment Permit shall be contingent upon Tenant's providing,
at Landlord’s sole discretion, all or a combination of, the following, to the extent applicable:
(a) Final construction plans and detailed specifications. All such plans and specifications
submitted by Tenant to Landlord shall be subject to the review and approval of Landlord, the State Fire
Marshal and if on an interstate freeway the Federal Highway Administration.
(b) Evidence of coverage that assures Landlord that sufficient monies will be available to
complete the proposed construction or alteration. The amount of coverage shall be at least equal to the
total estimated construction cost. Such coverage shall take one of the following forms:
(1) Completion bond issued to Landlord as obligee.
(2) Performance bond and labor and material bond or performance bond containing the
provisions of the labor and material bond supplied by Tenant's contractor or contractors, provided said
bonds are issued jointly to Tenant and Landlord as obligees.
(3) Satisfactory evidence of availability of funds necessary for completion of the proposed
construction or alteration.
(4) Any combination of the above.
All bonds shall be issued by a company qualified to do business in the State of California and
acceptable to Landlord. All bonds be in a form acceptable to Landlord and shall ensure faithful and
full observance and performance by Tenant of all terms, conditions, covenants and agreements relating
to the construction of improvements within the leased premises.
(c) Liability insurance as provided in Article 10.
(d) A copy of a building permit issued by the appropriate local jurisdiction.
(e) A copy of Tenant's contract with the general contractor actually performing
construction.
(f) Note and Deed of Trust, if any.
(g) Loan escrow instructions, if any.
(h) Final landscaping and irrigation plans and detailed specifications including a
maintenance plan for litter removal, watering, fertilization and replacement of landscaping.
(i) Evidence of compliance with the applicable provisions of all federal, state and local
environmental statutes, laws, regulations and ordinances.
Tenant agrees to diligently apply for and meet all requirements for issuance of the
Encroachment Permit and Landlord agrees to not unreasonably withhold issuance of said
Encroachment Permit. Tenant is obligated to deliver to Landlord the documents described in
subdivisions (a) through (i) of this section regardless of whether an Encroachment Permit may have
been issued inadvertently before these documents have been provided to Landlord.
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6.3 Planning and Zoning
Tenant’s use and proposed improvements shall be subject to all applicable zoning, municipal,
county, state and federal laws, ordinances and regulations governing and regulating the use of the
Premises.
6.4 Standard of Construction
Tenant agrees that any improvements or construction upon the premises shall: (a) be consistent
with all fire safety requirements including State Fire Marshall approval, (b) be subject to the approval
of Landlord, and (c) in every respect comply with the laws, ordinances and regulations, federal, state,
municipal or otherwise, that may govern construction of the same. Tenant shall not construct or place
on the leased premises any improvements which impair Landlord's ability to maintain, operate, use,
repair or improve any part of the transportation facility situated on the leased premises or on adjoining
real property. Tenant shall save Landlord harmless of and from any loss or damage caused by reason of
the construction of said improvements.
6.5 Soil Testing
At Tenant's sole cost and expense, Tenant shall secure soil compaction tests and other tests as
necessary for construction of Tenant's improvements and for the support of the improvements on the
underlying land or structures thereon. Tenant shall notify Landlord of the location of all test borings,
which shall not interfere in any manner with the operation of the facility by Landlord. Tenant hereby
agrees that Landlord is making no representation regarding existing soil compaction or structural
capability of the land or any existing structure thereon. Responsibility for any loss or damage caused
by inadequate soil compaction or other structural capacity for Tenant's proposed improvements shall
be subject to the indemnification provisions of Section 10.1
6.6 Commencement of Construction
Tenant shall commence construction of the improvements described in Tenant's final
construction plans and detailed specifications within 365 calendar days of the date of execution of
this Lease. For the purposes of this Article, construction shall be deemed to have commenced upon the
issuance by Landlord of an encroachment permit under Section 7.1. In the event construction is not
commenced within the time set forth herein, this Lease may be terminated by Landlord and thereafter
be of no further force and effect.
6.7 Completion of Construction and Occupancy of Improvements
Construction of the improvements shall be completed consistent with the approved construction
plans within 1,095___ calendar days after the commencement of construction. Tenant shall not occupy
or use any of the improvements until Tenant has received final building approval and a Certificate of
Occupancy from the appropriate local agency and Landlord has issued to Tenant an executed
Encroachment Permit Completion Notice. In the event Tenant violates any of the provisions of this
section, this Lease may be terminated by Landlord and be of no further force and effect.
6.8 “As-Built" Plans
Within ninety (90) days after completion of construction of improvements or alterations,
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Tenant shall furnish Landlord, at Tenant's expense, one set of "As-Built" plans, according to a scale
and size designated by Landlord, showing said improvements as constructed in detail, including the
location of underground and aboveground utility lines.
6.9 Termination If Required Construction Proves Economically Infeasible
This Lease requires Tenant to submit plans for any proposed improvements and construction
activities conducted on the premises and to obtain an Encroachment Permit prior to beginning any
construction related activities on the premises. If Landlord’s Encroachment Permits office reviews
Tenant’s plans, and thereafter requires Tenant to construct certain improvements or to employ certain
construction methods as a condition of the Encroachment Permit, Tenant shall have the option to elect
not to proceed with the construction or to terminate this lease agreement if the required improvements
or construction methods prove economically infeasible to Tenant.
ARTICLE 7. SURRENDER OF PREMISES AT EXPIRATION OR TERMINATION OF LEASE
At the expiration or earlier termination of this Lease, Tenant shall peaceably and quietly leave,
surrender, and yield up to Landlord the Premises together with all appurtenances and fixtures in good
order, condition and repair, reasonable wear and tear excepted.
ARTICLE 8. OWNERSHIP AND REMOVAL OF IMPROVEMENTS AND PERSONAL
PROPERTY
8.1 Ownership of Improvements During Term
All improvements constructed on the premises by Tenant as permitted or required by this Lease
shall, during the term of this Lease, be and remain the property of Tenant; provided, however, that
Tenant's rights and powers with respect to the improvements are subject to the terms and limitations of
this Lease and Tenant's interest in such improvements shall terminate upon the expiration or earlier
termination of this Lease. Following completion of construction, Tenant shall not remove any
improvements from the premises nor waste, destroy or modify any improvements on the premises,
except as specifically permitted by this Lease. At the expiration or termination of this lease, all
improvements constructed on the premises by Tenant shall vest in Landlord. Tenant shall deliver said
improvements to Landlord in good condition and repair, reasonable wear and tear excepted, without
compensation to Tenant, any subtenant or third party, free and clear of all claims to or against them by
Tenant, any subtenant or third party, and Tenant shall defend and hold Landlord harmless from all
liability arising from such claims or from the exercise by Landlord of its rights under this section. In
the event said improvements are not delivered to Landlord in good condition and repair, reasonable
wear and tear excepted, Landlord shall make the necessary maintenance and repairs and Tenant shall
be liable to and shall reimburse Landlord for any such expenditures made, plus interest as provided in
Section 22.11 from the date of completion of work. Landlord and Tenant covenant for themselves and
all persons claiming under or through them that the improvements are real property.
8.2 Removal of Personal Property and Ownership at Termination
At the expiration or earlier termination of this Lease, Landlord may, at Landlord's sole election,
require the removal from the premises, at Tenant's sole cost and expense, of all personal property
(other than fixtures), or of certain personal property (other than fixtures), as specified in the notice
provided for below. A demand to take effect at the normal expiration of the term shall be effected by
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notice given at least thirty (30) days before the expiration date. A demand to take effect on any other
termination of the term of this Lease shall be effectuated by notice given concurrently with notice of
such termination or within ten (10) days after such termination. Tenant shall be liable to Landlord for
costs incurred by Landlord in effecting the removal of personal property which Tenant has failed to
remove after demand pursuant to this Section 8.2.
Tenant may remove any personal property from time to time within forty-five (45) days of the
expiration of the term. Tenant shall repair all damage (structural or otherwise) caused by any such
removal. Any personal property not removed by Tenant within forty-five (45) days following
expiration of the term shall be deemed to be abandoned by Tenant and shall, without compensation to
Tenant, become the Landlord's property, free and clear of all claims to or against them by Tenant or
any other person.
8.3 Removal of Improvements at Termination
Upon the expiration or earlier termination of this Lease, Landlord may, upon written notice,
require Tenant to remove, at the sole cost and expense of Tenant, and not later than ninety (90) days
after the expiration or earlier termination of this Lease, all structures, buildings and improvements of
any kind whatsoever placed or maintained on the premises, whether below, on or above the ground by
Tenant or others, including, but not limited to, foundations, structures, buildings, utility lines,
switchboards, transformer vaults and all other service facilities constructed or installed upon the
premises; and Tenant shall, upon the expiration or earlier termination of this Lease, immediately
restore, and quit and peacefully surrender possession of the premises to Landlord in at least as good
and usable condition, acceptable to Landlord, as the same was in at the time of first occupation thereof
by Tenant or others, ordinary wear and tear excepted, and shall, in any event, leave the surface of the
ground in a level, graded condition, with no excavations, holes, hollows, hills or humps. Should
Tenant fail to so remove said structures, buildings and improvements and restore the premises,
Landlord may sell, remove or demolish the same, and in the event of said sale, removal or demolition,
Tenant shall reimburse Landlord for any cost or expense thereof in excess of any consideration
received by Landlord as a result of such sale, removal or demolition.
8.4 Liens
(a) Exemption of Landlord from Liability
Tenant shall at all times indemnify and save Landlord harmless from all claims for labor or
materials in connection with construction, repair, alteration, or installation of structures, improvements,
equipment or facilities by Tenant or Tenant’s agents within the premises, and from the cost of
defending against such claims, including attorney fees.
(b) Tenant's Obligations
In the event a lien is imposed upon the premises as a result of such construction, repair,
alteration or installation by Tenant or Tenant’s agents, Tenant shall either:
(1) Record a valid Release of Lien, or
(2) Deposit sufficient cash with Landlord to cover the amount of the claim on the lien in
question and authorize payment to the extent of said deposit to any subsequent judgment holder that
may arise as a matter of public record from litigation with regard to a lienholder claim, or
(3) Procure and record a bond in accordance with Section 3143 of the California Civil
Code, which frees the premises from the claim of the lien and from any action brought to foreclose the
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lien.
Should Tenant fail to accomplish one of the three optional actions within 15 days after the
filing of such a lien, the Lease shall be in default and shall be subject to immediate termination.
ARTICLE 9. MAINTENANCE AND REPAIRS
9.1 Tenant's Obligations
Tenant, at its own cost and expense, shall maintain the Premises, and keep it free of all grass,
weeds, debris, and flammable materials of every description. Tenant shall ensure that the Premises is
at all times in an orderly, clean, safe, and sanitary condition. Landlord requires a high standard of
cleanliness, consistent with the location of the Premises as an adjunct of the California State Highway
System.
Tenant hereby expressly waives the right to make repairs at the expense of Landlord and
waives the benefit of the provisions of Sections 1941 and 1942 of the California Civil Code or any
successor thereto.
Tenant shall take all steps necessary to protect effectively the fences, guardrails, and the piers
and columns, if any, of the all structures from damage incident to Tenant's use of the Premises and any
improvements, all without expense to Landlord. Tenant shall, at its own cost and expense, repair in
accordance with Landlord's standards any damage to any property owned by Landlord, including, but
not limited to, all fences, guardrails, piers and columns, caused by Tenant, subtenants, invitees or other
third parties. At Tenant's request, Landlord will repair the damage to its property, and Tenant agrees to
reimburse Landlord promptly after demand for the amount Landlord has reasonably expended to
complete the repair work.
Tenant shall be responsible for the care, maintenance, and any required pruning of trees,
shrubs, or any other landscaping on the Premises. Tenant assumes the liability for any damage or
injury caused by any falling branches or other such materials from any tree or shrub whether the
branches fall due to lack of maintenance or act of god or any other natural or unnatural causes.
Tenant’s liability insurance required within Article 10 shall cover any damage caused by any falling
tree or shrub branches or other materials; and, furthermore, per the same Article 10, Tenant covenants
and agrees to indemnify and save harmless Landlord from all liability, loss, cost, and obligation on
account of any injuries or losses caused by any falling branches or material from any tree or shrub.
Tenant shall designate in writing to Landlord a representative who shall be responsible for the
day-to-day operation and level of maintenance, cleanliness and general order.
9.2 Landlord's Rights
In the event Tenant fails to perform Tenant's obligations under this Article, Landlord shall give
Tenant notice to do such acts as are reasonably required to so maintain the Premises. If within ten (10)
days after Landlord sends written notice to repair, Tenant fails to do the work and diligently proceed in
good faith to prosecute it to completion, Landlord shall have the right, but not the obligation, to do
such acts and expend such funds at the expense of Tenant as are reasonably required to perform such
work. Any amount so expended by Landlord shall be paid by Tenant promptly after demand plus
interest as provided in Section 19.11 from the date of completion of such work to date of payment.
Landlord shall have no liability to Tenant for any damage, inconvenience or interference with the use
of the Premises by Tenant as a result of performing any such work.
9.3 Retention of Existing Improvements
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Landlord may at its option retain existing State improvements including fencing, lighting and
irrigation facilities. If Landlord elects to retain any improvements, Tenant shall remove same and
deliver same to Landlord's nearest maintenance station at no cost to Landlord.
ARTICLE 10. INSURANCE
10.1 Exemption of Landlord from Liability
This Lease is made upon the express condition that Landlord is to be free from all liability and
claims for damages by reason of any injury to any person or persons, including Tenant, or property of
any kind whatsoever and to whomsoever belonging, including Tenant, from any cause or causes
resulting from the operation or use of the Premises by Tenant, its agents, customers or business
invitees. Tenant hereby covenants and agrees to indemnify and save harmless Landlord from all
liability, loss, cost and obligation on account of any such injuries or losses.
10.2 Commercial General Liability Insurance
Tenant shall at its own cost and expense procure and keep in force during the term of this Lease
comprehensive bodily injury liability and property damage liability insurance adequate to protect
Landlord, its officers, agents and employees, against any liability to the public resulting from injury or
death of any person or damage to property in connection with the area, operation or condition of the
Premises, including any and all liability of Landlord for damage to vehicles parked on the Premises.
Such insurance shall be in an amount of not less than $5,000,000 combined single limit for bodily
injury and property damage. The limits of such insurance shall not limit the liability of Tenant. All
insurance required hereunder shall be with companies to be approved by Landlord. All such policies
shall be written as primary policies, not contributing with and not in excess of coverage which
Landlord may carry. Said policies shall name the State as an additional insured and shall insure
against the contingent liabilities, if any, of Landlord and the officers, agents, and employees of
Landlord and shall obligate the insurance carriers to notify Landlord, in writing, not less than thirty
(30) days prior to the cancellation thereof, or any other change affecting the coverage of the policies.
If said policies contain any exclusion concerning property in the care, custody or control of the insured,
an endorsement shall be attached thereto stating that such exclusion shall not apply with regard to any
liability of the State of California, its officers, agents, or employees. Tenant shall furnish to Landlord a
Certificate of Insurance acceptable to Landlord within not more than ten (10) days after execution
thereof. Landlord shall retain the right at any time to review the coverage, form, and amount of the
insurance required hereby. If, in the opinion of Landlord, the insurance provisions in this Lease do not
provide adequate protection for Landlord and for members of the public using the Premises, Landlord
may require Tenant to obtain insurance sufficient in coverage, form and amount to provide adequate
protection. Landlord's requirements shall be reasonable but shall be designed to assure protection from
and against the kind and extent of the risks which exist at the time a change in insurance is required.
Landlord shall notify Tenant in writing of changes in the insurance requirements; and if Tenant does
not deposit copies of acceptable insurance policies with Landlord incorporating such changes within
sixty (60) days of receipt of such notice, this Lease may be terminated, at Landlord's option, without
further notice to Tenant, and be of no further force and effect.
10.3 Business Automobile Liability Insurance
Tenant shall obtain and keep in effect at all times during the term of this Lease business
automobile liability insurance in an amount not less than $1,000,000 for each occurrence combined
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single limit for bodily injury and property damage, including coverage for owned, non-owned and
hired automobiles, as applicable. Any deductible under such policy shall not exceed $10,000 each
occurrence.
10.4 Garage Keeper's Legal Liability Insurance
If Tenant’s use involves any auto repair or storage of customer vehicles, Tenant shall obtain
and keep in effect at all times during the term of this Lease garage keeper's legal liability insurance in
an amount not less than $1,000,000 for each occurrence combined single limit for loss and damage to
vehicles in Tenant's care, custody or control caused by fire, explosion, theft, riot, civil commotion,
malicious mischief, vandalism or collision, with any deductible not exceeding $1,000 for each
occurrence, and coverage for non-automobile property customarily left in the custody of a garage with
a limit of $5,000.
10.5 Workers' Compensation Insurance
Tenant shall obtain and keep in effect at all times during the term of this lease workers'
compensation insurance, including employers' liability, in an amount not less than $1,000,000 for each
accident, covering all employees employed in or about the Premises to provide statutory benefits as
required by the laws of the State of California. Said policy shall be endorsed to provide that the insurer
waives all rights of subrogation against Landlord.
10.6 Failure to Procure and Maintain Insurance
If Tenant fails to procure or maintain the insurance required by this Article in full force and
effect, this Lease may be terminated immediately by Landlord and be of no further force or effect. In
addition, if Tenant fails to procure or maintain the insurance required by this Article, Tenant shall
cease and desist from operating any business on the Premises and the improvements erected thereon
and shall prevent members of the public from gaining access to the Premises during any period in
which such insurance policies are not in full force and effect.
10.7 Waiver of Subrogation
Tenant hereby waives any and all rights of recovery against Landlord, or against the officers,
employees, agents and representatives of Landlord, for loss of or damage to Tenant or its property or
the property of others under its control to the extent that such loss or damage is insured against under
any insurance policy in force at the time of such loss or damages. Tenant shall give notice to its
insurance carrier or carriers that the foregoing waiver of subrogation is contained in the Lease.
10.8 Self-Insurance Coverage
Notwithstanding any other provision of this Agreement, the insurance required under Article 10
may include a self-insurance program, subject to Landlord’s prior express written consent and
approval. No such self-insurance program shall diminish the rights and privileges to which Landlord
would otherwise have been entitled to under the terms of this Agreement had there been a third-party
insurer.
Tenant’s self insurance shall include such coverage as would have been covered by
Commercial General Liability Insurance with respect to the Premises with limits of liability not less
than Five Million Dollars ($5,000,000) per occurrence with no aggregate limit. Tenant shall provide
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Landlord with a certificate of self-insurance specifying the extent of self-insurance coverage hereunder
and containing a waiver of subrogation provision reasonably satisfactory to Landlord. Tenant shall
notify Landlord in writing not less than thirty (30) days prior to the effective date of the termination of
its self-insurance coverage and shall obtain the insurance coverage required by this Article effective on
that termination date. Execution of this Lease Agreement shall be Tenant’s acknowledgment that
Tenant will be bound by all laws as if the Tenant were an insurer as defined under California Insurance
Code Section 22 (7-1.12B(5)).
ARTICLE 11. PAYMENT OF TAXES
Tenant agrees to pay and discharge, or cause to be paid and discharged when due, before the
same become delinquent, all taxes, assessments, impositions, levies and charges of every kind, nature
and description, whether general or special, ordinary or extraordinary, which may at any time or from
time to time during the term of this Lease, by or according to any law or governmental, legal, political,
or other authority whatsoever, directly or indirectly, be taxed, levied, charged, assessed or imposed
upon or against, or which shall be or may be or become a lien upon the Premises or any buildings,
improvements or structures at any time located thereon, or any estate, right, title or interest of Tenant
in and to the Premises, buildings, improvements or structures. Specifically, and without placing any
limitation on Tenant's obligations under the immediately preceding sentence, Tenant shall pay when
due, before delinquency, any and all possessory interest taxes, parking taxes, workers' compensation,
taxes payable to the California Franchise Tax Board, personal property taxes on fixtures, equipment
and facilities owned by Tenant, whether or not the same have become so fixed to the land as to
comprise a part of the real estate.
Tenant understands that any possessory interest of Tenant created in the Premises by this Lease
may be subject to property taxation and that Tenant may be liable for payment of any such tax levied
on such interest. Any obligation of Tenant under this Article, including possessory interest tax that the
city or county may impose upon Tenant's interest herein, shall not reduce any rent due Landlord
hereunder and any such obligation shall become the liability of and be paid by Tenant. In the event
Tenant defaults in the payment of any of the obligations set forth in this Article, this Lease may be
terminated immediately by Landlord and be of no further force or effect.
ARTICLE 12. RIGHT OF ENTRY
12.1 Inspection, Maintenance, Construction and Operation of Freeway Structures
Landlord, through its agents or representatives, and other city, county, state and federal
agencies, through their agents or representatives, shall have full right and authority to enter in and upon
the Premises and any building or improvements situated thereon at any and all reasonable times during
the term of this Lease for the purpose of inspecting the same without interference or hindrance by
Tenant, its agents or representatives.
Landlord further reserves the right of entry for the purpose of inspecting the Premises, or the
doing of any and all acts necessary or proper on said Premises in connection with the protection,
maintenance, reconstruction, and operation of the freeway structures and its appurtenances; provided,
further, that Landlord reserves the further right, at its discretion, to immediate possession of the same
in case of any national or other emergency, or for the purpose of preventing sabotage, and for the
protection of said freeway structures, in which event the term of this Lease shall be extended for a
period equal to the emergency occupancy by Landlord, and during said period Tenant shall be relieved,
to the degree of interference, from the performance of conditions or covenants specified herein.
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Landlord further reserves the right of entry by any authorized officer, engineer, employee, contractor
or agent of the Landlord for the purpose of performing any maintenance activities upon the property
which Tenant has failed to perform after the expiration of the applicable cure period specified in
Article 9.
12.2 Future Transportation Projects
(a) Landlord's Right to Possession of Premises.
Tenant understands and acknowledges that Landlord may, during the Term of this Lease,
construct an "Approved and Funded Transportation Project", which may require the temporary or
permanent use of all or a portion of the premises. An "Approved and Funded Transportation Project"
is defined as a proposed transportation facility to be constructed by Landlord where the funds
necessary to construct the facility are available to Landlord (regardless of the source of the funds) and
where the transportation facility can reasonable be expected to be constructed within a reasonable
period of time following termination of this Lease as provided in this Article.
In the event Landlord determines that the premises or any portion thereof will be affected by an
"Approved and Funded Transportation Project", Landlord shall immediately notify Tenant of its intent
to take possession of all or a portion of the premises and shall provide Tenant with at least ninety (90)
days written notice within which to vacate the required area. Landlord's notice to Tenant shall indicate
the area of the premises to be taken. If possession is to be a temporary use of all or part of the
premises, Landlord shall additionally state in such notice to Tenant Landlord's reasonable estimate of
the period of time of such temporary use by Landlord. If possession is to be permanent, Landlord shall
have the right to terminate the Lease. Upon the date Landlord is entitled to possession of the premises,
or portion thereof, Tenant shall peaceably surrender possession of the premises, or portion thereof, and
comply with the restriction as stated in the notice. The failure of Tenant to vacate the required area of
the premises shall constitute a material default and breach of this Lease entitling Landlord to exercise
its rights and remedies.
(b) Reduction of Monthly Rent if Lease Remains Effective
For the period during which Landlord has taken possession of the premises under this section,
and if this Lease remains effective, Tenant shall be entitled to receive a reduction in Monthly Rent for
the term of Landlord's use of the area of the premises used by Landlord. The rent will be reduced by
the same percentage as the useable square footage reduction as required by State’s project.
(c) Tenant's Sole Rights; Tenant's Waiver.
Landlord's taking of possession of the premises under this Section 12.2 does not constitute a
taking or damaging entitling Tenant to compensation under any Condemnation provisions. The
reduction in Monthly Rent as provided herein shall be Tenant's sole remedy against Landlord for
Tenant's inability to possess or use part or all of the area of the premises as a result of an "Approved
and Funded Transportation Project", and Tenant expressly agrees to hold Landlord harmless from any
and all liability for, and expressly waives any right it may have to recover against Landlord, damages
to the Premises, any improvements constructed on the premises or improvements thereon, and
damages to any other property, project or operations including any claim for loss of business goodwill
or resulting from Tenant's inability to use or possess all or any portion of the premises as a result of an
"Approved and Funded Transportation Project". In addition, Tenant expressly recognizes that it is not
entitled to receive benefits under the federal or state Uniform Relocation Assistance Act (United States
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Code, Section 7260, et seq.) as a result of Landlord's use or possession of any portion of the premises
an "Approved and Funded Transportation Project". Landlord agrees to instruct its authorized
representatives to minimize the effect of any required construction on Tenant's use of the premises,
both in the construction phase and in the permanent effect on the premises in connection with an
"Approved and Funded Transportation Project".
12.3 Maintenance Work and Retrofitting of Freeway Structures
Tenant understands and agrees that Landlord may be required to perform maintenance or
retrofit work on all or a part of the freeway structures that are situated on and above the premises.
Landlord shall have the right to impose such restrictions on Tenant's right to enter, occupy, and use the
premises and to maintain the existing improvements or construct improvements thereon as Landlord
deems are necessary to enable it to complete construction of all freeway maintenance or structural
retrofit work without interference from Tenant.
In the event Landlord determines that it needs to obtain possession of all or a portion of the
premises, or needs to place restrictions on Tenant's use of the premises, Landlord shall, if possible, at
least thirty (30) days prior to the effective date of the commencement of such possession or restrictions
notify Tenant in writing describing the extent of the possession or restrictions and the effective date of
their commencement. Upon the effective date of said notice, Tenant shall peaceably surrender
possession of the premises and comply with the restrictions as stated therein. The minimum monthly
rent stated in Section 4.1, as adjusted in Section 4.2, shall be reduced by an amount equal to the
proportion which the area of the portion of the premises which Tenant is restricted from using or which
has been surrendered to Landlord bears to the total area of the leased premises. This reduction in rent
shall be Tenant's sole remedy against Landlord for Tenant's inability to possess or use the entire area of
the premises, and Tenant expressly agrees to hold Landlord harmless from any and all liability for, and
expressly waives any right it may have to recover against Landlord, damages to the premises, any
improvements constructed on the premises, and waives its right to use or possess any portion of the
premises or improvements thereon, and damages to any other property, project or operation caused by
Landlord's possession, imposition of restrictions or Tenant's inability to use or possess all or any
portion of the premises. In addition, Tenant expressly recognizes that it is not entitled to receive
benefits under the federal or state Uniform Relocation Assistance Acts (United States Code, title 42,
Section 4601, et seq.; California Government Code, Section 7260, et seq.) as a result of Landlord's use
or possession of any portion of the premises.
Tenant shall conduct its operations on the premises in such a manner so as not to interfere with
Landlord's or its contractor's performance of any structural retrofit work done on or above the
premises. Tenant acknowledges that the performance of the structural retrofit work may cause damage
to paving or other improvements constructed by Tenant on the premises. Tenant expressly agrees to
hold Landlord harmless from all such damage to its improvements, except that at the conclusion of the
retrofit work, Landlord shall restore the premises to their preexisting condition at no cost to Tenant.
12.4 Reinstitution of Lease.
If Landlord takes possession of all or a portion of the Premises in accordance with the
preceding provisions of this Article 12, Landlord shall notify Tenant that Landlord has completed the
use or work requiring such repossession within thirty days after Landlord completes such use or work,
and if requested by Tenant in writing within ninety days thereafter, either (i) in the case of a partial
repossession by Landlord, Tenant shall be entitled to lease the entire Premises (i.e., the initial Premises
leased before Landlord’s repossession) and pay the corresponding minimum monthly rent for the
remainder of the Lease term and (ii) in the case of a total repossession by Landlord and termination of
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the Lease, Landlord shall enter into a new lease with Tenant with respect to the entire Premises with
substantially the same terms and conditions as set forth in this Lease (except that the expiration date of
the new lease shall be extended one day for each day between the date of Landlord’s repossession and
the commencement date of the new lease, which shall be Landlord’s only obligation to Tenant in the
case it repossesses all of the Premises).
ARTICLE 13. CONDEMNATION BY PUBLIC ENTITIES OTHER THAN LANDLORD
13.1 Definitions
(a) "Condemnation" means (1) the exercise of the power of eminent domain, whether by
legal proceedings or otherwise, by a public entity having that power, that is, a condemnor, and (2) a
voluntary sale or transfer to any condemnor, either under the threat of condemnation or while legal
proceedings in condemnation are pending.
(b) "Award" means all compensation, sums, or anything of value awarded, paid or received
upon a total or partial condemnation of the leased premises.
(c) "Substantial taking" means a taking of a portion of the leased premises by
condemnation which, assuming a reasonable amount of reconstruction on the remainder, substantially
impairs Tenant's ability to use the remainder for the purposes permitted under this Lease.
13.2 Termination of Lease as to Part Condemned
In the event the whole or any part of the premises is taken by condemnation by a public entity,
other than Landlord, in the lawful exercise of its power of eminent domain, this Lease shall cease as to
the whole or the part condemned upon the date possession of the whole or that part is taken by the
public entity.
13.3 Partial Taking
If a part of the leased premises is taken by condemnation but there is no substantial taking of
the premises, Tenant shall continue to be bound by the terms, covenants, and conditions of this Lease.
However, if the fair rental value of the remainder will be less than the rent required by this Lease, the
minimum monthly rent and adjusted minimum monthly rent shall be reduced to an amount equal to the
fair rental value as of the date possession of the part is taken by the public entity.
If the part taken by condemnation constitutes a substantial taking of the leased premises,
Tenant may elect to:
(a) Terminate this Lease and be absolved of obligations hereunder which have not accrued
at the date possession is taken by the public entity; or
(b) Continue to occupy the remainder of the premises and remain bound by the terms,
covenants and conditions of this Lease. If Tenant elects to continue to occupy the remainder, and if the
fair rental value of the remainder will be less than the rent required by this Lease, the minimum
monthly rent and adjusted minimum monthly rent shall be reduced to the fair rental value as of the date
possession of the part is taken by the public entity.
Tenant shall give notice in writing of its election to terminate this Lease hereunder within thirty
(30) days of the date possession of the part is taken by the public entity. If Tenant fails to give
Landlord its written notice of termination within the time specified, this Lease shall remain in full
force and effect except that the minimum monthly rental shall be reduced as provided in this section.
If it continues to occupy the remainder, Tenant, whether or not the award upon the taking by
condemnation is sufficient for the purpose, shall, at its expense, within a reasonable period of time,
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commence and complete restoration of the remainder of the leased premises as nearly as possible to its
value, condition and character immediately prior to such taking; provided, however, that in the case of
a taking for temporary use, Tenant shall not be required to effect restoration until such taking is
terminated. Tenant shall submit to Landlord its plans for the restoration of the remainder within ninety
(90) days of the date possession of the part is taken by the public entity.
13.4 Adjustment of Rent
Should a portion of the premises be condemned and the rent be reduced as provided above, the
reduced rent shall continue to be subject to adjustment and reevaluation in accordance with Article 4.
13.5 Compensation
Landlord shall be entitled to receive and shall receive all compensation for the condemnation of
all or any portion of the premises by exercise of eminent domain except as hereinafter provided.
Tenant shall be entitled to that portion of said compensation which represents the present worth as of
the date possession is taken by the public entity of the remaining use under the Lease of all
improvements constructed by Tenant on the leased premises located within the part taken by the public
entity. Tenant may also assert a claim for loss of business goodwill under the provisions of Section
1263.510 of the California Code of Civil Procedure. Tenant shall assert no claim for loss of bonus
value. For the purposes of this Article, "condemnation bonus value" means that value attributable to
the fact that the rental rate Tenant is obligated to pay under this Lease is less than the fair market lease
rate of the premises as defined in Article 4 above.
If all or a portion of the leased premises is condemned at a time when Tenant possesses an
interest in real property located outside the leased premises (hereinafter called "outside property"),
Tenant may claim entitlement to an award of damages accruing to the outside property by reason of the
severance therefrom of the condemned portion of the leased premises as provided in the Eminent
Domain Law (California Code of Civil Procedure Sections 1230.010 through 1273.050).
ARTICLE 14. UTILITIES
Tenant shall pay when due, and shall hold Landlord harmless from any liability for, all charges
for water, gas, heat, light, power, telephone, sewage, air conditioning and ventilating, scavenger,
janitorial and landscaping services and all other materials and utilities supplied to the Premises.
Landlord shall not be liable in damages or otherwise for any failure or interruption of any utility
service furnished to the Premises, and no such failure or interruption shall entitle Tenant to terminate
this Lease.
ARTICLE 15. DEFAULT
15.1 Default
The occurrence of any of the following shall constitute a material breach and default of this
Lease by Tenant.
(a) Any failure by Tenant to pay rent or any other monetary sums required to be paid
hereunder, where such failure continues for ten (10) days after written notice thereof has been given by
Landlord to Tenant.
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(b) The abandonment or vacation of the Premises by Tenant. Failure to occupy and operate the
Premises for thirty (30) consecutive days following the mailing of written notice from Landlord to
Tenant calling attention to the abandonment shall be deemed an abandonment or vacation.
(c) The making by Tenant of any general assignment or general arrangement for the benefit of
creditors; the filing by or against Tenant of a petition to have Tenant adjudged bankrupt or of a petition
for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a
petition filed against Tenant the same is dismissed within sixty (60) days); the appointment of a trustee
or receiver to take possession of substantially all of Tenant's assets, where possession is not restored to
Tenant within forty-five (45) days; or the attachment, execution or other judicial seizure of
substantially all of Tenant's assets, where such seizure is not discharged within thirty (30) days.
(d) The failure by Tenant to comply with any provision of any law, statute, zoning restriction,
ordinance or governmental rule, regulation or requirement as set forth in Section 5.3 of this Lease.
(e) The failure by Tenant to comply with the requirements of the Lease Application.
(f) The failure by Tenant to comply with the requirements regarding hazardous materials as set
forth in Article 5 of this Lease.
(g) The construction by Tenant of any improvements on the Premises contrary to the
provisions of Article 6 of this Lease.
(h) The failure by Tenant to pay any tax, assessment, imposition, levy or charge of any kind as
set forth in Article 11 of this Lease.
(i) The failure by Tenant to observe and perform any other provision of this Lease to be
observed or performed by Tenant, where such failure continues for thirty (30) days after written notice
thereof by Landlord to Tenant; provided, however, that if the nature of such default is such that it
cannot be reasonably cured within such thirty (30) day period, Tenant shall not be deemed to be in
default if Tenant shall within such period commence such cure and thereafter diligently prosecute the
same to completion.
15.2 Landlord's Remedies
In the event of any material default or breach by Tenant, Landlord may at any time thereafter,
without limiting Landlord in the exercise of any right of remedy at law or in equity which Landlord
may have by reason of such default or breach, terminate Tenant's right to possession by any lawful
means, in which case this Lease shall immediately terminate and Tenant shall immediately surrender
possession of the Premises to Landlord. In such event Landlord shall be entitled to recover from
Tenant all damages incurred by Landlord by reason of Tenant's default including, but not limited to,
the following:
(a) the worth at the time of award of any unpaid rent which had been earned at the time of such
termination; plus
(b) the worth at the time of award of the amount by which the unpaid rent which would have
been earned after termination until the time of award exceeds the amount of such rental loss that is
proved could have been reasonably avoided; plus
(c) the worth at the time of award of the amount by which the unpaid rent for the balance of
the term after the time of award exceeds the amount of such rental loss that is proved could be
reasonably avoided; plus
(d) any other amount necessary to compensate Landlord for all the detriment proximately
caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course
of events would be likely to result therefrom; plus
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(e) at Landlord's election, such other amounts in addition to or in lieu of the foregoing as may
be permitted from time to time by applicable State law. Upon any such re-entry Landlord shall have
the right to make any reasonable repairs, alterations or modifications to the premises, which Landlord
in its sole discretion deems reasonable and necessary. As used in subparagraphs (a) and (b), above, the
"worth at the time of award" is computed by including interest on the principal sum at a rate one
percent (1%) above the discount rate of the Federal Reserve Bank of San Francisco from the date of
default. As used in subparagraph (c), above, the "worth at the time of award" is computed by
discounting such amount at a rate one percent (1%) above the discount rate of the Federal Reserve
Bank of San Francisco at the time of award. The term "rent" as used in this Article shall be deemed to
be and to mean rent to be paid pursuant to Article 4 and all other monetary sums required to be paid by
Tenant pursuant to the terms of this Lease.
15.3 Late Charges
Tenant hereby acknowledges that late payment by Tenant to Landlord of rent and other sums
due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of
which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing
and accounting charges. Accordingly, if any installment of rent or any other sum due from Tenant
shall not be received by Landlord or Landlord's designee within ten (10) days after such amount shall
be due, a late charge equal to one and one-half percent (1.5%) of the payment due and unpaid plus
$100.00 shall be added to the payment, and the total sum shall become immediately due and payable to
Landlord. An additional charge of one and one-half percent (1.5%) of such payment, excluding late
charges, shall be added for each additional month that such payment remains unpaid. Landlord shall
apply any monies received from Tenant first to any accrued delinquency charges and then to any other
payments due under the Lease. The parties hereby agree that such late charges represent a fair and
reasonable estimate of the costs Landlord will incur by reason of late payment by Tenant. Acceptance
of such late charges by Landlord shall in no event constitute a waiver of Tenant's default with respect
to such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies
granted hereunder.
15.4 Landlord's Right to Cure Tenant's Default
At any time after Tenant is in default or material breach of this Lease, Landlord may cure such
default or breach at Tenant's cost. If Landlord at any time, by reason of such default or breach, pays
any sum or does any act that requires the payment of any sum, the sum paid by Landlord shall be due
immediately from Tenant to Landlord at the time the sum is paid, and if paid at a later date shall bear
interest as provided in Section 19.11 from the date the sum is paid by Landlord until Landlord is
reimbursed by Tenant. The sum, together with interest on it, shall be additional rent.
ARTICLE 16. ASSIGNMENTS, TRANSFERS, SUBLEASES AND ENCUMBRANCES
16.1 Prohibition on Assignments, Transfers and Subleases
Tenant shall not assign, transfer or sublease all or any part of its interest in this Lease or in the
Premises, and Landlord reserves the right to deny its consent to any assignment, transfer or sublease of
all or any part of this Lease or the Premises.
16.2 Voluntary Assignments and Subleases
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In addition, with respect to transactions not expressly prohibited under Section 16.1, Tenant
shall not voluntarily assign or transfer all or any part of its interest in this Lease or in the Premises, or
sublet all or any part of the Premises, or allow any other person or entity (except Tenant's authorized
representatives) to occupy or use all or any part of the Premises without first obtaining Landlord's
written consent and the concurrence of the Federal Highway Administration.
Landlord may, at its sole discretion, elect to consent to any such assignment, transfer or
sublease if all of the following express conditions are satisfied:
(a) Landlord receives compensation from Tenant upon the assignment, transfer, sale or sublease
of any of Tenant's rights in the Premises per the provisions of Article 4.3.
(b) The prospective assignee, transferee or subtenant completes a Lease Application and meets
all of the requirements for eligibility to lease from the State of California.
Tenant's failure to obtain Landlord's required written approval prior to any assignment, transfer
or sublease shall render such assignment, transfer or sublease void. Occupancy of the Premises by a
prospective transferee, subtenant or assignee before approval of the transfer, sublease or assignment by
Landlord shall constitute a breach of this Lease. Landlord's consent to any assignment, transfer or
sublease shall not constitute a waiver of any of the terms, covenants or conditions of this Lease. Such
terms, covenants and conditions shall apply to each and every assignment, sublease and transfer of
rights under this Lease and shall be severally binding upon each and every party thereto. Any
document to transfer, sublet, or assign the Premises or any part thereof shall incorporate directly or by
reference all the provisions of this Lease.
16.3 Change in Partnership or Limited Liability Partnership
If Tenant is a partnership or limited liability partnership, a withdrawal or change, voluntary,
involuntary or by operation of law, or the dissolution of the partnership, shall be deemed a voluntary
assignment subject to the provisions of Section 16.2.
16.4 Change in Tenants
If Tenant consists of more than one person, a purported assignment, voluntary, involuntary or
by operation of law, from one tenant to another shall be deemed a voluntary assignment subject to the
provisions of Section 16.2.
16.5 Change in Corporation or Limited Liability Company
If Tenant is a corporation or limited liability company, any dissolution, merger, consolidation,
or other reorganization of Tenant, or the sale or other transfer of a controlling percentage of the capital
stock of Tenant, or the sale of 51% of the value of the assets of Tenant, shall be deemed a voluntary
assignment subject to the provisions of Section 16.2. The phrase "controlling percentage" means the
ownership of, and the right to vote, stock possessing at least 51% of the total combined voting power
of all classes of Tenant's capital stock issued, outstanding, and entitled to vote for the election of
directors or a controlling interest in the LLC.
16.6 Assignment of Rent from Subtenants
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Tenant immediately and irrevocably assigns to Landlord, as security for Tenant's obligations
under this Lease, all rent from any subletting of all or a part of the Premises as permitted by this Lease,
and Landlord, as assignee and attorney-in-fact for Tenant, or a receiver for Tenant appointed on
Landlord's application, may collect such rent and apply it toward Tenant's obligations under this Lease;
except that, until the occurrence of an act of default by Tenant, Tenant shall have the right to collect
such rent.
16.7 Information to be Supplied to Landlord
Tenant shall supply Landlord with all information Landlord determines to be necessary on all
persons or firms to which Tenant proposes to sublet, transfer or assign any of its interest in the
Premises, or which might establish rights to enter, control, or otherwise encumber the Premises by
reason of any agreement made by Tenant. In addition, with respect to any proposed sublease, transfer
or assignment, Tenant shall provide Landlord with:
(a) a copy of all documents relating thereto,
(b) a statement of all terms and conditions of said transaction, including the consideration
therefor, and
(c) a copy of the financial statement of the prospective subtenant, transferee or assignee.
(d) a copy of all documents showing compliance by the prospective subtenant, transferee or
assignee with all of the bid eligibility requirements contained in the bid package.
16.8 Processing Fees for Assignments, Transfers and Subleases
(a) In addition to the sum specified in Section 4.3, a fee of one thousand five hundred dollars
($1,500) shall be paid to Landlord for processing each consent to assignment, transfer, or sublease to
Landlord as required by this Lease. This processing fee shall be deemed earned by Landlord when
paid and shall not be refundable.
(b) If a processing fee has been paid by Tenant for another phase of the same transaction, a
second fee will not be charged.
(c) The amounts specified above for processing fees shall be automatically adjusted at the end
of the first year of this Lease and every year thereafter in accordance with an annual fee schedule
adopted by Landlord. Landlord shall make said fee schedule available to Tenant upon receiving a
request therefor.
16.9 Encumbrances
Tenant shall not encumber the Premises in any manner whatsoever.
ARTICLE 17. NONDISCRIMINATION
Tenant, for itself, its personal representatives, successors in interest, and assigns, as a part of
the consideration hereof, does hereby covenant and agree as a covenant running with the land that: (1)
no person, on the ground of race, color, or national origin shall be excluded from participation in, be
denied the benefits of, or otherwise subjected to discrimination in the use of said facilities, (2) in
connection with the construction of any improvements on said land and the furnishing of services
thereon, no discrimination shall be practiced in the selection of employees and contractors, by
contractors in the selection and retention of first-tier subcontractors, and by first-tier subcontractors in
the selection and retention of second-tier subcontractors, (3) such discrimination shall not be practiced
against the public in its access to and use of the facilities and services provided for public
26
accommodations (such as eating, sleeping, rest, recreation, and vehicle servicing) constructed or
operated on, over, or under the premises, and (4) Tenant shall use the land in compliance with all other
requirements imposed pursuant to Title 49, Code of Federal Regulations, Part 21 (49 C.F.R., Part 21)
and as said regulations may be amended. In the event of breach of any of the above nondiscrimination
covenants, the Landlord shall have the right to terminate this Lease, and to re-enter and repossess said
land and the facilities thereon, and hold the same as if said Lease had never been made or issued.
ARTICLE 18. SECURITY DEPOSIT
Concurrently with Tenant's execution of this Lease, Tenant shall deposit with Landlord the sum
of $ -0- as a Security Deposit. Said sum shall be held by Landlord as a Security Deposit for the
faithful performance by Tenant of all of the terms, covenants and conditions of this Lease to be kept
and performed by Tenant during the term hereof. If Tenant defaults with respect to any provision of
this Lease, including but not limited to the provisions relating to the payment of rent and any of the
monetary sums due herewith, Landlord may use, apply or retain all or any part of this Security Deposit
for the payment of any other amount which Landlord may spend by reason of Tenant's default or use it
to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's
default. If any portion of said Deposit is so used or applied, Tenant shall within ten (10) days after
written demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security
Deposit to its original amount; Tenant's failure to do so shall be a material breach of this Lease.
Landlord shall not be required to keep this Security Deposit separate from its general funds, and
Tenant shall not be entitled to interest on such deposit. If Tenant shall fully and faithfully perform
every provision of this Lease to be performed by it, the Security Deposit or any balance thereof shall
be returned to Tenant at the expiration of the Lease term and after Tenant has vacated the premises.
ARTICLE 19. ADDITIONAL PROVISIONS
19.1 Quiet Enjoyment
Landlord covenants and agrees with Tenant that upon Tenant paying rent and other monetary
sums due under the Lease and performing its covenants and conditions, Tenant shall and may
peaceably and quietly have, hold and enjoy the Premises for the term.
19.2 Captions, Attachments, Defined Terms
The captions of the Articles of this Lease are for convenience only and shall not be deemed to
be relevant in resolving any question of interpretation or construction of any section of this Lease.
Exhibits attached hereto, and addenda and schedules initiated by the parties, are deemed by attachment
to constitute part of this Lease and are incorporated herein. The words "Landlord" and "Tenant," as
used herein, shall include the plural as well as the singular. Words used in neuter gender include the
masculine and feminine and words in the masculine or feminine gender include the neuter. If there be
more than one Landlord or Tenant, the obligations hereunder imposed upon Landlord or Tenant shall
27
be joint and several. If the Tenants are husband and wife, the obligations shall extend individually to
their sole and separate property as well as to their community property.
19.3 Entire Agreement
This instrument along with any exhibits and attachments hereto constitutes the entire agreement
between Landlord and Tenant relative to the premises and this agreement and the exhibits and
attachments may be altered, amended or revoked only by an instrument in writing signed by both
Landlord and Tenant. Landlord and Tenant agree hereby that all prior or contemporaneous oral
agreements between and among themselves and their agents and representatives relative to the leasing
of the premises are merged in or revoked by this agreement.
19.4 Severability
If any terms or provision of this Lease shall, to any extent, be determined by a court of
competent jurisdiction to be invalid or unenforceable, the remainder of this Lease shall not be affected
thereby, and each term and provision of this Lease shall be valid and be enforceable to the fullest
extent permitted by law.
19.5 Costs of Suit
If Tenant or Landlord shall bring any action for any relief against the other, declaratory or
otherwise, arising out of this Lease, including any suit by Landlord for the recovery of rent or
possession of the premises, the losing party shall pay the successful party a reasonable sum for
attorney's fees which shall be deemed to have accrued on the commencement of such action and shall
be paid whether or not such action is prosecuted to judgment. Should Landlord, without fault on
Landlord's part, be made a party to any litigation instituted by Tenant or by any third party against
Tenant, or by or against any person holding under or using the premises by license of Tenant, or for the
foreclosure of any lien for labor or materials furnished to or for Tenant or any such other person or
otherwise arising out of or resulting from any act or transaction of Tenant or of any such other person,
Tenant shall save and hold Landlord harmless from any judgment rendered against Landlord or the
premises or any part thereof, and all costs and expenses, including reasonable attorney's fees, incurred
by Landlord in connection with such litigation.
19.6 Time, Joint and Several Liability
Time is of the essence of this Lease and each and every provision hereof, except as to the
conditions relating to the delivery of possession of the premises to Tenant. All the terms, covenants
and conditions contained in this Lease to be performed by either party if such party shall consist of
more than one person or organization, shall be deemed to be joint and several, and all rights and
remedies of the parties shall be cumulative and non-exclusive of any other remedy at law or in equity.
19.7 Binding Effect; Choice of Law
The parties hereto agree that all the provisions hereof are to be construed as both covenants and
conditions as though the words importing such covenants and conditions were used in each separate
section hereof; and all of the provisions hereof shall bind and inure to the benefit of the parties hereto
and their respective heirs, legal representatives, successors and assigns. This Lease shall be governed
by the laws of the State of California.
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19.8 Waiver
No covenant, term or condition or the breach thereof shall be deemed waived, except by written
consent of the party against whom the waiver is claimed and any waiver or the breach of any covenant,
term or condition shall not be deemed to be a waiver of any preceding or succeeding breach of the
same or any other covenant, term or condition. Acceptance by Landlord of any performance by Tenant
after the time the same shall have become due shall not constitute a waiver by Landlord of the breach
or default of any covenant, term or condition. Acceptance by Landlord of any performance by Tenant
after the time the same shall have become due shall not constitute a waiver by Landlord of the breach
or default of any covenant, term or condition unless otherwise expressly agreed to by Landlord in
writing.
19.9 Surrender of Premises
The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, shall
not work a merger and shall, at the option of the Landlord, terminate all or any existing subleases or
subtenancies, or may, at the option of Landlord, operate as an assignment to it of any or all such
subleases or subtenancies.
19.10 Holding Over
If Tenant remains in possession of all or any part of the premises after the expiration of the
term hereof, with or without the express or implied consent of Landlord, such tenancy shall be from
month to month only and not a renewal hereof or an extension for any further term, and in such case,
rent and other monetary sums due hereunder shall be payable at the time specified in this Lease and
such month-to-month tenancy shall be subject to every other term, covenant, condition and agreement
contained herein, except that the monthly rental rate set forth in Section 4.1 may be increased by
Landlord effective the first month of the holdover period, or upon 30 days notice any time thereafter.
19.11 Interest on Past Due Obligations
Except as expressly herein provided, any amount due to Landlord not paid when due shall bear
interest at a rate one percent (1%) above the discount rate of the Federal Reserve Bank of San
Francisco from the due date. Payment of such interest together with the amount due shall excuse or
cure any default by Tenant under this Lease.
19.12 Recording
Neither Landlord nor Tenant shall record this Lease.
19.13 Notices
All notices or demands of any kind required or desired to be given by Landlord or Tenant
hereunder shall be in writing and shall be deemed delivered forty-eight (48) hours after depositing the
notice or demand in the United States mail, certified or registered, postage prepaid, addressed to the
Landlord or Tenant respectively at the addresses set forth in Article 1.
29
19.14 No Reservation
Submission of this instrument for examination or signature by Tenant does not constitute a
reservation of or option for lease; it is not effective as a lease or otherwise until execution and delivery
by both Landlord and Tenant.
19.15 Corporate Authority
If Tenant is a corporation, each individual executing this Lease on behalf of said corporation
represents and warrants that he/she is duly authorized to execute and deliver this Lease on behalf of
said corporation in accordance with a duly adopted resolution of the Board of Directors of said
corporation or in accordance with the Bylaws of said corporation, and that this Lease is binding upon
said corporation in accordance with its terms. If Tenant is a corporation, Tenant shall, within thirty
(30) days after execution of this Lease, deliver to Landlord a certified copy of resolution of the Board
of Directors of said corporation authorizing or ratifying the execution of this Lease.
19.16 Force Majeure
If either Landlord or Tenant shall be delayed or prevented from the performance of any act
required hereunder by reason of acts of God, governmental restrictions, regulations or controls (except
those reasonably foreseeable in connection with the uses contemplated by this Lease) or other cause
without fault and beyond the control of the party obligated (except financial inability), performance of
such act shall be excused for the period of the delay and the period for the performance of any such act
shall be extended for a period equivalent to the period of such delay. Nothing in this clause shall
excuse Tenant from prompt payment of any rent, taxes, insurance or any other charge required of
Tenant, except as may be expressly provided in this Lease.
In Witness Whereof Landlord and Tenant have executed this Lease as of the date first written
above.
LANDLORD: STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION
Dated: ________________ By: ____________________________________
LINDA EMADZADEH, Chief
R/W Airspace, LPA, and Excess Lands
TENANT: CITY OF SOUTH SAN FRANCISCO
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Dated: ________________ By: ____________________________________
MIKE FUTRELL, City Manager
EXHIBIT “A”
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FLA-SM-101-01
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EXHIBIT “B”
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2838262.1
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-565 Agenda Date:7/26/2017
Version:1 Item #:7.
Report regarding a resolution approving the application for grant funds to the California Natural Resources
Agency Environmental Enhancement and Mitigation Program in a total amount of $500,000 for landscape
enhancements to the Caltrain Station Improvement Project in Fiscal Year 2017-18.(Tony Rozzi,Senior
Planner and Deborah Gill, Special Projects Manager)
RECOMMENDATION
It is recommended that the City Council adopt a resolution approving the application of grant funds to
the California Natural Resources Agency Environmental Enhancement and Mitigation Program in a
total amount of $500,000 for landscape enhancements to the Caltrain Station Improvement Project in
Fiscal Year (FY) 2017-18.
BACKGROUND/DISCUSSION
The California state legislature and Governor of the State of California have enacted section 164.56 of the
California Streets and Highways Code,which is intended to provide grant funds to local,state and federal
agencies and nonprofit entities for projects to enhance and mitigate the environmental impacts of modified or
new public transportation facilities.
The California Natural Resources Agency has been delegated the responsibility for the administration of this
grant program.Due to the grant deadline,staff submitted an application on June 21,2017.However,in order
for the application to be considered,the California Natural Resources Agency requires a resolution certifying
the approval of an application by the applicant’s governing board.
The South San Francisco Caltrain Station Improvement project is a joint effort between the City of South San
Francisco and the Peninsula Corridor Joint Powers Board (PCJPB).This project will focus on placemaking
enhancements to connect residents and employees to the critical Caltrain transit system. The project will:
·Extend the passenger platform approximately 700 feet and modernize the platform for Caltrain
electrification;
·Create anchoring plazas for both the eastern and western sides of the train corridor with high quality
lighting, furnishings, landscaping;
·Construct a pedestrian/bicyclist tunnel to link the downtown area and major employers that are currently
divided by the US-101 freeway; and
·Increase safety of the station and ridership of the Caltrain system as well as modernize the platform in
preparation for Caltrain electrification.
The project is located 2,000’from Colma Creek,which feeds stormwater runoff into the San Francisco Bay and
is located 5,000’from the San Francisco Bay.The station will add substantial hardscape to the project area,
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Version:1 Item #:7.
is located 5,000’from the San Francisco Bay.The station will add substantial hardscape to the project area,
preventing storm water capture and groundwater refill.The required mitigation is to provide minimum storm
water retention per state water quality standards.The environmental enhancement and mitigation incorporated
into the project by the City will expand the storm water retention opportunities for the project and benefit
Colma Creek and the San Francisco Bay. See Attachment 1 for landscape site plans.
The project is designed with biofiltration and rain gardens that will absorb storm water runoff and limit
flooding at the low point of the project close to the pedestrian underpass.These storm water features refill the
local aquifer,the landscaping palette will collect carbon and limit air pollution,and the reduced hardscaping
will provide heat island cooling for both the eastern and western plazas of the project.
FUNDING
Of the total estimated cost of $1,289,816 for environmental enhancements and mitigation included in the
project,$764,816 is budgeted in the City’s FY 2017-18 Capital Improvement Project budget,$25,000 is
provided as in-kind support through staff time,and the remaining $500,000 is requested in this grant proposal.
Any grant funding secured from the California Natural Resources Agency Environmental Enhancement and
Mitigation Program grant application would help to defray the amount the City has allocated to the project.
CONCLUSION
It is recommended that the City Council adopt a resolution approving the application for grant funds to the
California Natural Resources Agency Environmental Enhancement and Mitigation Program in a total amount of
$500,000 for landscape enhancements to the Caltrain Station Improvement Project in FY 2017-18.
Attachments
1.Site Plans
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-566 Agenda Date:7/26/2017
Version:1 Item #:7a.
Resolution approving the application for grant funds to the California Natural Resources Agency
Environmental Enhancement and Mitigation Program in a total amount of $500,000 for landscape
enhancements to the Caltrain Station Plaza Project in Fiscal Year 2017-18.
WHEREAS,the Legislature and Governor of the State of California have enacted Section 164.56 of the
California Streets And Highways Code,which is intended to provide grant funds to local,state and federal
agencies and nonprofit entities for projects to enhance and mitigate the environmental impacts of modified or
new public transportation facilities; and
WHEREAS,the California Natural Resources Agency has been delegated the responsibility for the
administration of this grant program,establishing necessary procedures and criteria,and is required to submit to
the California Transportation Commission a list of recommended projects from which the grant recipients will
be selected; and
WHEREAS,said procedures established by the California Natural Resources Agency require a resolution
certifying the approval of an application by the Applicants governing board before submission of said
application to the State; and
WHEREAS,the Applicant,if selected,will enter into an agreement with the State of California to carry out the
Project.
NOW, THEREFORE, BE IT RESOLVED that the CITY OF SOUTH SAN FRANCISCO:
1.Approves the filing of an application for the Caltrain Station Improvement Project in a total amount of
$500,000; and
2.Certifies that Applicant understands the requirements in the Program Guidelines; and
3.Certifies that Applicant or title holder will have sufficient funds to operate and maintain the project
consistent with the land tenure requirements; or will secure the resources to do so; and
4.Certifies that Applicant will record a document against the real property that defines the State’s interest
in the property whether the Grantee owns the property or not; and
5.Certifies that Applicant will comply with the provisions of Section 1771.5 of the State Labor Code
regarding payment of prevailing wages on Projects awarded EEM Program Funds; and
6.If applicable,certifies that the project will comply with any laws and regulations including,but not
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File #:17-566 Agenda Date:7/26/2017
Version:1 Item #:7a.
6.If applicable,certifies that the project will comply with any laws and regulations including,but not
limited to,legal requirements for building codes,health and safety codes,disabled access laws,
environmental laws and,that prior to commencement of construction,all applicable licenses and
permits will have been obtained; and
7.Certifies that Applicant will work towards the Governor’s State Planning Priorities intended to promote
equity,strengthen the economy,protect the environment,and promote public health and safety as
included in Government Code Section 65041.1; and
8.Appoints the City Manager,or designee,as agent to conduct all negotiations,execute and submit all
documents including,but not limited to applications,agreements,payment requests etc.,which may be
necessary for the completion of the aforementioned project.
*****
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-760 Agenda Date:7/26/2017
Version:1 Item #:8.
Report regarding a resolution authorizing the City Manager to execute the Construction and Maintenance
Agreement for the South San Francisco Caltrain Station with the Peninsula Corridor Joint Powers Board.
(Marian Lee, Assistant City Manager and Tony Rozzi, Senior Planner)
RECOMMENDATION
It is recommended that City Council adopt a resolution authorizing the City Manager to execute the
Construction and Maintenance Agreement for the South San Francisco Caltrain Station with the
Peninsula Corridor Joint Powers Board (PCJPB).
BACKGROUND
The City of South San Francisco and the Peninsula Corridor Joint Powers Board (PCJPB)secured funding to
upgrade the South San Francisco Caltrain Station (“Project”)in December 2015.The Project was estimated to
cost up to $59 million.As outlined in the existing agreement,the City committed to contributing 10 percent
($5.9 million)of the Project cost.Two amendments were made to the funding agreement related to enhancing
the station beyond the standards provided by the PCJPB:
·On January 25,2017,City Council approved an additional $1.3 million to incorporate structural design
changes that maximize the pedestrian experience and encourage Caltrain Station use.
·On May 10,2017,City Council approved an additional $1.5 million to install high quality finish and
paving materials and landscaping to the Project.
The City’s contribution to the Project totals $8.7 million.
The PCJPB received bids for Project construction and has informed the City that the Capital funding for the
Project is sufficient.The bid includes the City-requested changes to the design and finish materials.PCJPB staff
has scheduled bid award for the August 3,2017 PCJPB meeting.Prior to award,PCJPB requests an executed
construction and maintenance agreement (C&M Agreement)with the City.This C&M Agreement is the subject
of this staff report. See Exhibit A attached to the associated resolution for the draft C&M Agreement.
DISCUSSION
The C&M Agreement is a typical template used by PCJPB with their respective agency partners for station
improvement projects.The construction section of the agreement is typical and states that the PCJPB is
responsible for the implementation of the station improvements with appropriate level of coordination and
support from the City. The maintenance section clarifies roles and responsibilities for both PCJPB and the City.
PCJPB will maintain all typical station areas:station platform,parking lot,pedestrian underpass,railroad right-
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File #:17-760 Agenda Date:7/26/2017
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PCJPB will maintain all typical station areas:station platform,parking lot,pedestrian underpass,railroad right-
of-way,and pump station.PCJPB standard maintenance of the station includes maintenance of CCTV,ticket
vending machines,public address/communication system,pedestrian shelters,trash/debris/graffiti management,
any necessary repairs, and regular sweeping and power wash cleaning of surfaces.
City maintenance will focus on the east plaza,west plaza and Poletti way,which are the public areas providing
access to the station.City maintenance efforts will include trash/debris/graffiti management,landscaping,
lighting repair,and regular sweeping and power wash cleaning as needed.A particular note -PCJPB will be
responsible for all regular maintenance in the pedestrian underpass but the City will be responsible for any
specialty light programming and repair,maintenance of all specialty wall finishes,and any “hot spot”graffiti or
trash/debris management.The City’s role will ensure prompt action if there is periodic debris or homeless
challenges within the pedestrian underpass.
FUNDING
City maintenance expenses will not be incurred until construction is completed in fall 2019.The related
maintenance efforts will be included in the upcoming budget requests to City Council by the Public Works and
Parks and Recreation departments.
The current estimate for yearly maintenance by the City is approximately $50,000/year:
·Parks and Recreation: $12,000 in staff costs and $3,000 in materials ($15,000/year)
·Public Works: $30,000 in staff costs and $3,500 in equipment rentals ($33,500/year)
The City is being asked to cover these costs as they are beyond what the PCJPB typically apply to their stations
and is generally the result of City-requested enhancements and the City’s desire for a higher level of
maintenance than what is typically provided by the PCJPB.
CONCLUSION
Staff recommends City Council approval of the C&M Agreement.Approval of the resolution will allow the
City Manager to execute the agreement, a necessary step for project construction.
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-728 Agenda Date:7/26/2017
Version:1 Item #:8a.
Resolution authorizing the City Manager to execute the Construction and Maintenance Agreement for the South
San Francisco Caltrain Station with the Peninsula Corridor Joint Powers Board.
WHEREAS,on December 9,2015,Peninsula Corridor Joint Powers Board (“PCJPB”)and the City of South
San Francisco (“City”)entered into a Cooperative Agreement,pursuant to which City contracted with PCJPB to
perform or contract for the performance of all design,project management,construction management,
construction engineering and reconstruction related to the South San Francisco Caltrain Station (“Project”); and
WHEREAS,PCJPB requires the execution of a construction and maintenance agreement (“C&M Agreement”)
and evidence of a State of California Department of Transportation (“Caltrans”)Airspace Lease between
Caltrans and City before awarding a contract to the qualified lowest bidder for the Project; and
WHEREAS,a C&M Agreement will set forth the roles and responsibilities of PCJPB and City for construction
and maintenance obligations moving forward; and
WHEREAS,this C&M Agreement will provide clarity and accountability for all ongoing maintenance related
to PCJPB right-of-way and City right-of-way,and any shared responsibilities to ensure a high quality and safe,
functional Project; and
WHEREAS,the City will need to execute a C&M Agreement with PCJPB prior to PCJPB award of contract
scheduled for August 3, 2017; and
WHEREAS,the costs for construction management and maintenance are accounted for in the Cooperative
Agreement and/or will be accounted for in future operating budgets for affected City Departments.
NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of South San Francisco that the City
Council hereby approves a Construction and Maintenance Agreement for the South San Francisco Caltrain
Station with the Peninsula Corridor Joint Powers Board, attached hereto as Exhibit A.
BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco authorizes the Finance
Department to establish an ongoing maintenance budget to include the estimated costs consistent with the
information contained in the staff report.
BE IT FURTHER RESOLVED that the City Council hereby authorizes the City Manager to execute this
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File #:17-728 Agenda Date:7/26/2017
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BE IT FURTHER RESOLVED that the City Council hereby authorizes the City Manager to execute this
Construction and Management Agreement for the South San Francisco Caltrain Station with the Peninsula
Corridor Joint Powers Board on behalf of the City in substantially the same form as attached hereto as Exhibit
A;to make any revisions,amendments,corrections and modifications,subject to the 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;and to take any related action reasonably necessary to carry out the
intent of this Resolution.
*****
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13526858.4
RAILROAD CONSTRUCTION AND MAINTENANCE AGREEMENT
SOUTH SAN FRANCISCO STATION IMPROVEMENTS PROJECT
This Railroad Construction and Maintenance Agreement (“Agreement”) is entered into
this _______ day of __________________, 2017, by and between the Peninsula Corridor Joint
Powers Board, a public agency (“JPB”), and the City of South San Francisco, a municipal
corporation (“City”). The JPB and City are collectively referred to herein as "Parties."
RECITALS
A. City is a duly established municipal corporation organized and existing under the
laws of the State of California;
B. JPB is a public agency organized and existing under the laws of the State of
California;
C. JPB, in conjunction with the San Mateo County Transit District, is the owner of
the Peninsula Corridor railroad right-of-way, and specifically that certain real property and
fixtures located in the City of South San Francisco between MP 8.9 and MP 9.6 (“Right of
Way”). JPB also is the owner of the Caltrain South San Francisco Station property located west
of the Right of Way. City is the owner of the property to the east of the Right of Way, known as
the East Plaza/Ramp Area (“East Plaza Area”), the Bus Shuttle Drop-Off Area ("Shuttle
Area"), and the property to the south of the Station property and west of the Right of Way
(“West Plaza Area”), all as depicted on Exhibit A, which is attached hereto and incorporated
herein by this reference. The areas depicted on Exhibit A are collectively referred to as the
Project area ("Project Area");
D. The City wishes to cooperate with JPB in the JPB’s design, construction and
maintenance of certain improvements to JPB’s South San Francisco Caltrain Station (the
“Project”) and will be constructed pursuant to JPB’s Contract No. 17-J-C-063 South San
Francisco Station Improvements ("Construction Contract”);
E. The City desires that the Project include the construction of a pedestrian access
underpass, at the south end of JPB’s new station platforms, that connects Airport Boulevard and
Poletti Drive with a connection to the JPB platform, and City will provide the property rights
necessary to construct that underpass ("Underpass");
F. On December 9, 2015, the JPB and the City entered into a Cooperative Agreement for
the Project ("Coop Agreement"), pursuant to which the JPB will perform or contract for the
performance of all design, project management, construction management, construction
engineering and reconstruction related to the Project;
G. Pursuant to the Coop Agreement, City agreed to pay JPB a sum not to exceed Five
Million, Nine Hundred Thousand Dollars ($5,900,000) towards the Project, including all
planning, design, construction/project management, inspection and administration necessary for
reconstruction of the South San Francisco Caltrain Station;
H. In October 2016, the City requested revisions to the original 2008 Project design to
optimize the safety and pedestrian experience at the South San Francisco Caltrain Station, by
altering the Project’s ramp and retaining wall geometry and profiles, plaza architectural theme,
and drainage and lighting system (“Design Changes”);
JPB-CSSF SSF Station Project C&M Agreement 2 13526858.4
I. As of August 3, 2017 the Parties amended the Coop Agreement twice to incorporate
the Design Changes which increased the overall costs of the Project and the City’s contribution
by up to Two Million, Eight Hundred Thousand Dollars ($2,800,000) for a total City
contribution of Eight Million, Seven Hundred Thousand Dollars ($8,700,000) for the Project;
and
J. Whereas, the Project is exempt from review under the California Environmental
Quality Act ("CEQA"); and
K. The Parties now desire to set forth herein their understandings and agreements
relating to construction and maintenance of the Project.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, the Parties agree as follows:
1. Project Improvements. The Project includes the following improvements:
a. Demolition, hazardous material abatement, off hauling and site grading
throughout the Project Area.
b. Relocation of utilities from the existing location, which are in conflict with
the Underpass, to an alignment crossing the West Plaza Area.
c. Construction of the Underpass.
d. Relocation and reconstruction of various tracks at the South San Francisco
Station.
e. Construction of new medians, traffic islands, curb and gutter, paving and
sidewalk at the Shuttle Area.
f. Construction of a new loading area for shuttle buses at Shuttle Area.
g. Striping and curve markings at the intersection of 101 northbound Grand
Avenue Off-Ramp, Grand Avenue, and Poletti Drive.
h. Construction of a new center platform ("Center Platform") which includes
a center ramp which connects the Center Platform to the Underpass
("Center Ramp") and stairs from the Center Platform to the Underpass, all
as shown in Exhibit A, with all corresponding furniture, electronics,
shelters at the South San Francisco Station.
i. Other minor track work to upgrade access and facilitate use of the new
track.
j. Replacing the current signal cantilever at the north side of the South San
Francisco Station with a new signal bridge.
k. Fencing and pedestrian access control measures, as required.
JPB-CSSF SSF Station Project C&M Agreement 3 13526858.4
l. All other necessary construction activities required to build the above,
including all necessary changes to telephone, telegraph, signal, electrical
lines and appurtenances, relocation of all utilities and pipelines of any
kind, all temporary and permanent track work (if necessary), grading,
drainage, access roadways to the Right of Way, preliminary and
construction engineering, and any and/or all other work of every kind and
character necessary to build the above and complete the Project in
accordance with the Construction Contract.
2. Project Costs. The JPB and City will bear the costs of the Project as described in
the Coop Amendment and any amendments thereto. In addition, the City will be responsible for
its own costs related to the Project, including costs for time that its staff or consultants spend on
review of design or inspections and any costs associated with the design, selection and
installation of Art, as that term is defined below. City will waive all City permit fees or other
fees with regard to the Project and all work associated with the Project. The City and JPB will
be responsible for maintaining and providing security for the Underpass in accordance with the
maintenance responsibilities outlined in Section 12 below.
3. Additional Work. The City may request in writing that the JPB add additional
improvements to the Project. The JPB will retain the authority at its sole discretion to either add
or not to add additional items requested by the City and will not be required to accept any
additional improvements requested by the City. The City will be responsible for costs incurred
by the JPB for the additional work requested by the City including labor, materials, tools,
equipment, design, construction, construction management, indirect Project costs, the JPB's cost
to consider the City's requested change, and costs of delay or time extensions. Such work must
be memorialized in a change order. If the City requests the substitution of any material, or
product described in the Project with a material or product having greater cost associated with it
than the corresponding material described in the Project, and the JPB agrees to such substitution,
then the City will pay for additional costs incurred by the JPB for all labor, materials, tools,
equipment, design, construction, construction management and indirect Project costs incurred by
the JPB above and beyond that which the original material or product would have cost the JPB
under the Construction Contract.
4. Construction Standards/Design. JPB will oversee the Contractor’s daily
activities and confirm the materials and work conform to the Project requirements. For work
constructed outside the Right of Way or for upgrades from JPB’s typical station features
specifically requested by City, JPB will furnish Contractor submittals such as product data
information and shop drawings, to City and provide fourteen (14) calendar days for City to
complete review of submittals. If the City does not provide the JPB with written comments
within the aforementioned period of time, City will be deemed to have accepted the submittals.
5. Schedule. The Construction Contract is expected to be awarded by JPB in
August of 2017, and the work completed within approximately 22 months from the issuance to
the contractor of a notice to proceed. It is understood, however, that the JPB’s Construction
Contract will contain its standard provisions providing contractors with time extensions for
excusable delays.
JPB-CSSF SSF Station Project C&M Agreement 4 13526858.4
6. Real Property Conveyances.
Prior to the award of the Construction Contract, the City must:
a. Obtain a permanent easement described in Exhibit A for work within the
Comfort Suite Inn parking lot (the "Comfort Suite Easement"). The City is solely responsible
for obtaining the Comfort Suite Easement and for all coordination with the Comfort Suite Inn;
b. Obtain a lease for Caltrans' airspace located above the West Plaza Area, as
described in Exhibit A, for work within Caltrans' Airspace (the "Caltrans Airspace Lease")
prior to the issuance of the Construction Contract. The City is solely responsible for obtaining
the Caltrans Airspace Lease, for fulfilling the obligations contained therein, and for all
coordination with Caltrans; and
c. Make available to the JPB all City property, including the Comfort Suite
Easement and West Plaza, shown in Exhibit A through issuance of a temporary encroachment
permit ("Encroachment Permit") in the form attached to this Agreement as Exhibit B
incorporated herein by this reference, as more fully described in Sections 7 and 11 below.
7. Prerequisites to Construction: Before JPB awards the Construction Contract,
City must complete items a, b, and c below. If these items have not been completed, in a form
satisfactory to JPB, by July 31, 2017, JPB will have no further obligation to construct the
Underpass and will build the remainder of the Project without constructing the Underpass:
a. Provide JPB an executed copy of the Encroachment Permit for all City
property as described in Exhibit A and grant or caused to be granted the Comfort Suite
Easement. City also will provide pre-approval, upon due review and comment, of the
Encroachment Permit, defined below, for the Project prior to the JPB advertising for bids for the
Construction Contract;
b. Provide JPB an executed copy of the Caltrans Airspace Lease
c. Provide JPB an executed copy of this Agreement.
8. City Underpass/Access to Right of Way. For the purpose of maintaining the
Underpass located in the Right of Way, no later than 90 days following its final acceptance of the
Project, JPB will grant to City a license in a form agreeable to both parties.
9. Utility Relocations. The JPB is solely responsible, subject to payment of costs as
addressed in Sections 2 and 3, for identifying the location of all pipelines (including, without
limit, high pressure petrol pipelines, gas and water pipelines), fiber optic lines and all other
utilities of whatever nature (“Facilities”) to accommodate construction of the Project, and for
relocating or arranging for the relocation of all such Facilities that would interfere with
construction of the Project. JPB is responsible for contacting and working with the owners of
these Facilities to identify their exact location and arrange for relocation as needed. Nothing
herein precludes the JPB from seeking reimbursement for Facilities relocation costs and
liabilities from third parties such as the Facilities owners themselves. Notwithstanding the
above, to the extent that Facilities are owned by City, City will accomplish their relocation at its
JPB-CSSF SSF Station Project C&M Agreement 5 13526858.4
own cost. City and JPB will work cooperatively to minimize the cost of utility relocations,
which costs will be borne by the Project.
10. Public Art/Murals. If City wishes to install or erect art, including a mural, in the
Project Area ("Art"), it must follow the process set forth above in Section 3. In addition, it must
first obtain from the artist designing the art a waiver of the Visual Artists Rights Act, 17 U.S.C
§§106A and 113(d) (“VARA”), the California Art Preservation Act, Cal. Civil Code §§ 987 and
989 (“CAPA”), and any rights arising under United States federal or state law or under the laws
of another country that convey rights of the same nature as those conveyed under VARA and
CAPA, as against the JPB, it directors officers, employees and agents. The JPB has the absolute
right in its sole discretion to change, modify, destroy, remove, relocate, move, replace, transport,
repair or restore the Art. The City must coordinate with the JPB on the design, selection and
installation of any Art. The City will pay for all costs associated with the Art.
11. Permitting, Approvals and Construction Contract Requirements.
a. Environmental Review. JPB will be the lead agency under CEQA and
will obtain any required environmental clearance for the Project. JPB’s contractor will be
subject to all applicable Storm Water Pollution Prevention Plan requirements, including current
standard best management practices, including, but not limited to, control of run-off, dust, and
mud.
b. Inspections and Reporting. JPB or its contractor will provide all
flagging and engineering inspection required in connection with construction of the Project. For
work associated with Construction submittals City reviewed, JPB will request City inspection
seventy-two (72) hours prior to the installation of the work. Corrections to work so it is in
conformance with the Project requirements will be made upon results of City’s inspection. Once
the work is installed, JPB will request written concurrence from City that work conforms to
Project requirements. JPB will keep City informed of progress of construction upon request and
will coordinate public outreach with City. City will designate point of contact for construction
coordination. JPB will consult with City on any changes to the Construction Contract plans that
affect work on the Underpass, Shuttle Area, Poletti Drive street improvements, East Plaza Area
and West Plaza Area.
c. City Permits and Approvals. To facilitate the construction of the
improvements, City will grant to the JPB all Encroachment Permits. The City confirms that to
the best of its knowledge, it has the ability to issue and enforce the Encroachment Permit over all
City properties as required to effect reconstruction of the streets as contemplated in the project
design, including the East Plaza Area, Shuttle Area, West Plaza Area, and Comfort Suite
Easement. The Caltrans Airspace Lease with the City does not constitute an encroachment
permit, and the JPB will acquire a Caltrans encroachment permit for entry into any Caltrans right
of way. City will provide pre-approval, upon due review and comment, of the Encroachment
Permit for the Project prior to the JPB awarding the Construction Contract. City will issue a
Haul Route Permit, if required, for routes along City streets between work areas and State
highways.
12. Maintenance. Upon completion of construction,
JPB-CSSF SSF Station Project C&M Agreement 6 13526858.4
a. JPB shall maintain the following improvements at their own expense:
i. All improvements associated with railroad, including
improvements to track structures and signals;
ii. All fencing installed along Right of Way;
iii. Drainage improvements located within Right of Way up to the
point of discharge to the City owned drainage system as
applicable;
iv. Low impact development (LID) features such as bioswales, storm
water retention strips/basins, storm water treatment strips/basins,
and fabricated storm water filtration devices installed within the
Right of Way;
v. Station parking lot ("Station Parking Lot") as depicted in Exhibit
A;
vi. Center Platform, including stairs connecting Underpass to
platform, closed circuit television, ticket vending machines, public
address system, communication system, and shelters;
vii. Center Ramp that provides ADA access from the Underpass to the
Center Platform;
viii. Underpass structure, including fire safety system, drainage system,
pump station at base of the east ramp in the East Plaza Area, and
closed circuit television. Underpass lighting and finishes installed
per City’s request are excluded from JPB’s maintenance
responsibilities;
ix. Lighting and water utilities for the Station Parking Lot, Center
Platform, and Center Ramp; and
x. Frequency of maintenance activities, such as emptying of trash
receptacles, washing and cleaning of parking lot surfaces, Center
Platform and Center Ramp concrete surfaces, Underpass floors and
walls, and abatement of graffiti, shall be performed based on JPB’s
typical schedule.
b. City shall maintain the following improvements at its own expense:
i. All street improvements along Poletti Drive, including the Shuttle
Area, street section and paving, sidewalks, curbs, gutters, striping,
median landscaping, fences, lighting, power for lighting, and new
drainage elements/system.
JPB-CSSF SSF Station Project C&M Agreement 7 13526858.4
ii. Low impact development (LID) features such as bioswales, storm
water retention strips/basins, storm water treatment strips/basins,
and fabricated storm water filtration devices installed along Poletti
Drive and in the East Plaza Area and West Plaza Area;
iii. Landscaping, including water utilities, for the East Plaza Area and
West Plaza Area;
iv. Lighting and power for lighting for the East Plaza Area and West
Plaza Area;
v. Art;
vi. DMX Lighting controller and wall finishes within Underpass.
DMX lighting controller shall be programmed so it conforms to
JPB’s standard lighting criteria.
vii. City may supplement JPB’s typical station maintenance activities
at the City's sole cost on an as-needed basis as follows:
(1) Abatement of graffiti observed on Underpass, Ramps, or
Plaza walls not abated within two (2) days of first
observation;
(2) Removal of trash or debris dumped within the Underpass;
(3) Repair and cleaning of damage or disruption to general
tidiness caused by homeless transients within the
Underpass; and
(4) Removal of homeless transients and their belongings
occupying the Underpass, East Plaza Area, or West Plaza
Area.
viii. City will notify and obtain approval from the JPB at least eight (8)
hours in advance of any supplemental maintenance activity they
wish to conduct within the Underpass.
13. Indemnity.
a. City’s Indemnity. City will fully release, indemnify, hold harmless and
defend the JPB, SamTrans, the City and County of San Francisco, the Santa Clara Valley
Transportation Authority, the operator of the JPB's commuter rail service, currently
TransitAmerica Services, the operator of the JPB's freight services, currently Union Pacific
Railroad Company, and/or their respective officers, directors, employees, contractors and agents
(collectively, “JPB Indemnitees”) from and against all liability, claims, suits, sanctions, costs or
expenses for injuries to or death of any person (including, but not limited to, the passengers,
employees and contractors of JPB), and damage to or loss of property arising out of or resulting
JPB-CSSF SSF Station Project C&M Agreement 8 13526858.4
from any negligent act or omission by City, its agents, employees, contractors or subcontractors
in the maintenance of the items for which it is responsible or in the performance of any other
obligation in this Agreement. City’s obligation to defend includes the payment of all reasonable
attorney’s fees and all other costs and expenses of suit, and if any judgment is rendered against
any JPB Indemnitee, City will, at its expense, satisfy and discharge the same.
b. City’s Hazardous Material Indemnity:
i. For purposes of this Agreement, “Hazardous Material” means
material that, because of its quantity, concentration or physical or chemical characteristics, is at
any time now or hereafter deemed by any federal, state or local governmental authority to pose a
present or potential hazard to public health, welfare or the environment. Hazardous Material
includes, without limitation, any material or substance defined as a “hazardous substance,
pollutant or contaminant” pursuant to the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601 et seq.), the
Resource Conservation and Recovery Act (42 U.S.C. 6901 et seq.) or pursuant to Section 25316
of the California Health and Safety Code, a “hazardous waste” listed pursuant to Section 25140
of the California Health and Safety Code, any asbestos and asbestos containing materials
whether or not such materials are part of the property or are naturally occurring substances on the
property, and any petroleum, including, without limitation, crude oil or any fraction thereof,
natural gas or natural gas liquids.
ii. The City will defend, indemnify and hold JPB Indemnitees
harmless from any and all costs, claims and liability associated with Hazardous Materials present
on or released from City property, including the East Plaza Area, West Plaza Area, Shuttle Area,
Comfort Suite Easement and Caltrans Airspace Lease, regardless of whether such liability arises
during or after the term of this Agreement. In the event that Hazardous Materials are present,
the City will, without cost to the JPB and in accordance with all laws and regulations, pay any
additional costs incurred by the JPB's contractor and take all action necessary to mitigate the
release or minimize the spread of contamination, remove all contamination, and provide notice in
compliance with applicable laws. The City must afford the JPB a full opportunity to participate
in any discussion with governmental agencies regarding any settlement agreement, cleanup or
abatement agreement, consent decree or other compromise proceeding involving Hazardous
Materials.
c. JPB’s Indemnity. JPB will fully release, indemnify, hold harmless and
defend the City and its respective officers, directors, employees, contractors and agents
(collectively, “City Indemnitees”) from and against all liability, claims, suits, sanctions, costs or
expenses for injuries to or death of any person (including, but not limited to, passengers,
employees and contractors of JPB) and damage to or loss of property arising out of or resulting
from any negligent act or omission by the JPB, its agents, employees, contractors or
subcontractors in performance of its obligations under this Agreement. JPB’s obligation to
defend will include the payment of all reasonable attorney’s fees and all other costs and expenses
of suit, and if any judgment is rendered against City Indemnitee’s or any one of them, JPB will,
at its expense, satisfy and discharge the same, so long as said claim has been timely tendered to
the JPB without prejudice to JPB’s rights and/or abilities to undertake a defense of said claim.
JPB-CSSF SSF Station Project C&M Agreement 9 13526858.4
d. JPB's Hazardous Materials Indemnity. The JPB will be responsible for
the removal of any Hazardous Materials on its Right of Way.
e. Severability. It is the intention of the Parties that should any term of this
indemnity provision, Section 13, be found to be void or unenforceable, the remainder of the
provision will remain in full force and effect.
f. Survival. This indemnity provision, Section 13, will survive the
expiration or termination of this Agreement.
14. Insurance. JPB will include in its Construction Contract a requirement that the
City be named an additional insured on all policies of insurance required of its contractors.
15. Performance Bond. JPB will require its contractor to provide performance and
payment bonds in the full amount of the Construction Contract and will require a one-year
warranty period. City agrees to not require additional bonds of JPB’s contractor. The bond will
be maintained in full force and effect during the entire period that work is performed by the
contractor until such work is accepted by City or JPB. With respect to Underpass, Shuttle Area,
East Plaza Area, and West Plaza Area, JPB will not accept the work related to such facilities for
purposes of this Section until it has received notice from City that such work is acceptable.
16. Notices. All notices, payments, requests, demands and other communications to
be made or given under this Agreement must be in writing and will be deemed to have been duly
given on the date of service if served personally or on the second day after mailing if mailed to
the party to whom notice is to be given by first class mail, registered or certified, postage prepaid
and properly addressed as follows:
CITY: City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Attn: City Manager
JPB: Peninsula Corridor Joint Powers Board
1250 San Carlos Avenue
San Carlos, CA 94070
Attn: JPB Secretary
17. Governing Law. This Agreement will be interpreted, construed and enforced in
accordance with the laws of the State of California as applied to contracts that are made and
performed entirely in California.
18. Successors. This Agreement is binding upon and inures to the benefit of the
respective successors and assigns of the Parties hereto.
19. No Third Party Beneficiaries. Nothing herein may be considered as creating
any rights and/or obligations by any of the Parties to this Agreement to any third parties.
JPB-CSSF SSF Station Project C&M Agreement 10 13526858.4
Specifically, none of the duties to inspect or maintain will in any way be construed as creating or
expanding any additional obligations to any third party beyond those required and established
under the applicable statutes, regulations, ordinances or law.
20. Amendments. This Agreement may be amended only in a writing that is
executed by all the Parties hereto.
21. Entire Agreement. This Agreement constitutes the entire agreement of the
Parties with respect to its subject matter and supersedes any prior or contemporaneous oral or
written understandings on the same subject. The Parties intend this Agreement to be an
integrated agreement.
22. Counterparts. This Agreement may be executed in counterparts, each of which
is deemed an original but all of which together constitute a single agreement.
23. Attorneys’ Fees. In any action at law or in equity, arbitration or other proceeding
arising in connection with this Agreement, the prevailing party will recover reasonable attorney’s
fees and other costs, including but not limited to court costs and expert and consultants’ fees
incurred in connection with such action, in addition to any other relief awarded.
24. Severability. If any term, provision, or condition of this Agreement is held by a
court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement
will continue in full force and effect unless the rights and obligations of the Parties have been
materially altered or abridged thereby.
25. Waiver. A waiver by either party of the performance of any covenant or
condition herein will not invalidate this Agreement nor will the delay or forbearance by either
party in exercising any remedy or right be considered a waiver of, or an estoppel against, the
later exercise of such remedy or right.
JPB-CSSF SSF Station Project C&M Agreement 11 13526858.4
IN WITNESS WHEREOF, the Parties have entered into this Agreement on the date first written
above with the intent to be intentionally bound.
PENINSULA CORRIDOR JOINT
POWERS BOARD
Signed:
___________________________________
Jim Hartnett
Executive Director
Attest:
____________________________________
Martha Martinez
JPB Secretary
Approved as to Form:
___________________________________
Attorney
CITY OF SOUTH SAN FRANCISCO
Signed:
_____________________________________
Mike Futrell
City Manager
Approved as to Form:
_____________________________________
City Attorney
2838081.1
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-780 Agenda Date:7/26/2017
Version:1 Item #:9.
Motion to approve the Minutes from the meeting of July 12, 2017.
City of South San Francisco Printed on 8/30/2017Page 1 of 1
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-758 Agenda Date:7/26/2017
Version:1 Item #:10.
Motion confirming payment registers for July 26, 2017.(Richard Lee, Director of Finance)
The payments shown in the attached payment register are accurate and sufficient funds were available for
payment (payroll items excluded).
Attachment: Payment Register
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-719 Agenda Date:7/26/2017
Version:2 Item #:11.
Motion to cancel the Regular City Council meeting on August 23, 2017.(Mike Futrell, City Manager)
RECOMMENDATION
It is recommended that the City Council,by motion,cancel the Regular City Council meeting of August
23, 2017.
CONCLUSION
Cancellation of the August 23,2017 Regular City Council meeting will not result in an adverse effect on City
business.
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-730 Agenda Date:7/26/2017
Version:1 Item #:12.
Report regarding a resolution authorizing the acceptance of $25,536 in grant funding from the San Mateo
County Human Services Agency to support the Library and Parks and Recreation Departments’Science
Technology Engineering and Math education component of the After School Education and Safety programs
and amending the Library Department’s Fiscal Year 2017-18 operating budget.(Valerie Sommer,Library
Director)
RECOMMENDATION
It is recommended that the City Council adopt a resolution authorizing the acceptance of $25,536 in
grant funding from the San Mateo County Human Services Agency to support the Parks and Recreation
and Library Departments’After School Education and Safety (ASES)programs and amending the
Library Department’s Fiscal Year (FY) 2017-18 operating budget.
BACKGROUND/DISCUSSION
In June 2017,the Library and Parks and Recreation Departments applied for grant funding from the San Mateo
County Human Services Agency to support STEM education for the ASES programs at the Community
Learning Center and Los Cerritos and Martin Elementary Schools.In July 2017,a grant in the amount of
$25,536 was awarded to engage low-income students and their families in STEM learning through hands-on
science and MakerSpace activities,raise participant awareness of skills needed for a role in a STEM workforce
through project-based learning, and support the coordination of the Bay Area STEM Ecosystem.
FUNDING
Grant funds will be used to amend the Library Department’s current FY2017-18 operating budget.Receipt of
these funds does not commit the City to ongoing funding.
CONCLUSION
Receipt of these funds will support the Library and Parks and Parks and Recreation ASES programs STEM
education for low-income students and their families.It is recommended that the City Council adopt a
resolution accepting $25,536 in grant funding and amending the Library Department’s FY2017-18 operating
budget.
City of South San Francisco Printed on 8/30/2017Page 1 of 1
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-731 Agenda Date:7/26/2017
Version:1 Item #:12a.
Resolution authorizing the acceptance of $25,536 in grant funding from the San Mateo County Human Services
Agency to support the Library and Parks and Recreation Departments’Science Technology Engineering and
Math education component of the After School Education and Safety programs and amending the Library
Department’s Fiscal Year 2017 -18 operating budget.
WHEREAS,the City of South San Francisco (“City”)Library and Parks and Recreation Departments operate
After School Education and Safety Program (ASES)sites at the Community Learning Center,Martin
Elementary School and Los Cerritos Elementary School; and
WHEREAS,in July 2017,the San Mateo County Human Services Agency awarded a grant to the City in the
amount of $25,536 to fund Science,Technology,Engineering and Math (STEM)programming as part of the
ASES after-school homework programs; and
WHEREAS,programming will engage children and families in STEM learning through hands-on science and
MakerSpace activities; and
WHEREAS,staff recommends the acceptance of grant funding in the amount of $25,536 from the San Mateo
County Human Services Agency to support Library and Parks and Recreation after-school homework
programs; and
WHEREAS,the foregoing grant funds will be used to amend this year’s 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 $25,536 in grant funding from the San Mateo County Human Services Agency and
amends the Library Department’s Fiscal Year 2017-18 operating budget in order to reflect an increase of
$25,536.
*****
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-664 Agenda Date:7/26/2017
Version:1 Item #:13.
Report regarding a resolution authorizing the acceptance of $6,000 from the State of California,California
Highway Patrol for the “Every 15 Minutes”Program and amending the Police Department’s Fiscal Year 2017-
18 Operating Budget.(Jeff Azzopardi, Police Chief)
RECOMMENDATION
It is recommended that the City Council adopt a resolution accepting a grant in the amount of $6,000
from the State of California,California Highway Patrol (CHP)for the “Every 15 Minutes”Program and
amending the Police Department’s Fiscal Year (FY) 2017-18 Operating Budget.
BACKGROUND/DISCUSSION
The South San Francisco Police Department has implemented the “Every 15 Minutes”Program for
approximately the last 12 years.As the Council may recall,every year the Police Department implements the
“Every 15 Minutes”Program for the entire junior and senior student body at one of the City’s two public high
schools,then the alternate school the following year to ensure every junior and senior high school student in the
City of South San Francisco will experience the benefits of the program.
In September of 2016,the South San Francisco Police Department submitted a grant application to the State of
California,CHP for funding in an attempt to seek partial reimbursement costs associated with the “Every 15
Minutes”Program.The availability of the grants being offered by the State of California,CHP were limited and
the maximum amount an agency could qualify for was $6,000.The grant application was reviewed and
approved in November of 2016 by the CHP and the Police Department was awarded a grant for $6,000.This
amount will be used as reimbursement for the filming and production costs associated with this year’s program.
The goal of the grant is to assist law enforcement agencies with partial reimbursement of production costs
associated with funding the “Every 15 Minutes” Program.
Filming and production costs for the FY 2016-17 “Every 15 Minutes” Program consisted of the following:
Kingston Media $8,750.00
(Complete video production & 50 DVD
copies of short film @ El Camino Real)
CV Creations $2,531.50
(Sound/audio/video equipment for the 2016
“Every 15 Minutes” Program Assembly @
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File #:17-664 Agenda Date:7/26/2017
Version:1 Item #:13.
El Camino High School ___________________
Total $11,281.50
FUNDING
The $6,000 grant will be used offset production costs and will be included in the Police Department’s FY2017-
18 Operating Budget.
CONCLUSION
It is recommended that the City Council adopt a resolution accepting a grant in the amount of $6,000 from the
State of California,California Highway Patrol (CHP)for the “Every 15 Minutes”Program and amending the
Police Department’s Fiscal Year 2017-18 Operating Budget.
City of South San Francisco Printed on 8/30/2017Page 2 of 2
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-665 Agenda Date:7/26/2017
Version:1 Item #:13a.
Resolution authorizing the acceptance of a $6,000 grant from the State of California,California Highway Patrol
for the “Every 15 Minutes”Program and amending the Police Department’s Fiscal Year 2017-18 Operating
Budget.
WHEREAS,staff recommends the acceptance of a grant in the amount of $6,000 from the State of California,
California Highway Patrol (CHP); and
WHEREAS,the grant will be used to assist with reimbursement for the “Every 15 Minutes”program and the
filming and production costs associated with the program; and
WHEREAS,the foregoing grant funds will be used to amend the Fiscal Year 2017-18 Operating Budget of the
Police Department.
NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of South San Francisco that the City
Council hereby accepts the $6,000 grant from the State of California,California Highway Patrol (CHP)and
amends the Police Department’s Fiscal Year 2017-18 Operating Budget to reflect this increase of $6,000.
*****
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-694 Agenda Date:7/26/2017
Version:1 Item #:14.
A report regarding adoption of an ordinance to establish the Antoinette Lane Underground Utility District,CIP
project no. st1702. (Sam Bautista, Principal Engineer)
RECOMMENDATION
It is recommended that the City Council adopt an ordinance establishing an underground utility district
along Antoinette Lane and waive further reading.
BACKGROUND/DISCUSSION
On July 12,2017,the City Council held a public hearing,then by a 5-0 vote introduced the following ordinance
and waived further reading:
AN ORDINANCE ESTABLISHING THE ANTOINETTE LANE UNDERGROUND UTILITY
DISTRICT
CONCLUSION
Staff recommends that the City Council adopt the ordinance establishing the Antoinette Lane underground
utility district and waive further reading.
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-695 Agenda Date:7/26/2017
Version:1 Item #:14a.
Ordinance establishing the Antoinette Lane Underground Utility District, CIP Project st1702.
WHEREAS,the California Public Utilities Commission (CPUC)has authorized electric and telecommunication
utilities to convert overhead utility lines and facilities to underground pursuant to Electric Rule 20 and
Telecommunication Rule 32; and
WHEREAS,pursuant to certain criteria,CPUC rules allow participating cities and counties to adopt legislation
establishing underground utility districts within which existing overhead electric distribution and
telecommunication distribution and service facilities will be converted to underground facilities; and
WHEREAS,the City of South San Francisco (“City’)Municipal Code Chapter 13.16 authorizes the City
Council,after holding a public hearing,to designate districts within which all existing overhead poles,overhead
wires and overhead equipment associated with the distribution of electric power,telecommunication services,
and cable television, will be removed and replaced with underground wires and facilities; and
WHEREAS,the City’s Fiscal Year 2017-18 Capital Improvement Program project st1704 calls for converting
the overhead utility lines and facilities on Antoinette Lane to underground; and
WHEREAS,to effect this undergrounding,the City desires to establish an Antoinette Lane Underground Utility
District,extending approximately 1,300 feet from one block south to one block north of Chestnut Avenue,as
more particularly described in Exhibit A attached hereto and incorporated herein by reference; and
WHEREAS,upon finding that undergrounding the overhead utilities along Antoinette Lane is in the public
interest,the City may establish an underground utility district containing all of the parcels within the district,as
identified on the Exhibit A district boundary map,thereby allowing the City to expend a portion of its
accumulated Rule 20A work credits to fund the utility conversion; and
WHEREAS,the City has accumulated $6,578,321 of Rule 20A work credits as of March 31,2017,and may
borrow at least $203,189 of future work credits,yielding $7,594,266 in work credits that may be used for
qualified underground utility conversion projects pursuant to CPUC Rule 20A; and
WHEREAS,the City has committed approximately $3,000,000 of its Rule 20A work credit balance to the
previously established Spruce Avenue Underground Utility District,leaving an uncommitted balance of
approximately $4,575,000; and
WHEREAS,the estimated draw of Rule 20A work credits to complete the Antoinette Lane utility
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File #:17-695 Agenda Date:7/26/2017
Version:1 Item #:14a.
WHEREAS,the estimated draw of Rule 20A work credits to complete the Antoinette Lane utility
undergrounding is $1,537,000, an amount that may be funded from the City’s available balance; and
WHEREAS,the City and the affected utilities have consulted and agreed that each utility shall complete the
engineering design of its respective portion of the Antoinette Lane Underground Utility District project; and
WHEREAS,the City and the affected utilities have consulted and agreed that the City shall be designated as
“lead agent”also known as “trenching agent,”responsible for preparing the trench profile and composite joint
trench drawings,and managing trenching,installation of substructures,pavement restoration,and such other
trench-related work; and
WHEREAS,the City and the affected utilities have agreed to a work schedule which meets their respective
capabilities and have further agreed to waive any administrative fees,costs,or special street restoration
requirements for the purposes of this project; and
WHEREAS,the City desires to expedite this project by all means feasible to minimize impact on construction
of the adjacent Community Civic Center project and so requests that Pacific Gas &Electric (PG&E)substitute
this project for the Spruce Avenue Underground Utility District placed in the PG&E queue in Fall 2016 such
that utility design may begin in Fall 2017 and construction may begin in Spring 2018; and
WHEREAS,the City notified all affected property owners within the proposed Antoinette Lane Underground
Utility District and invited same to attend a public hearing to discuss formation of the proposed district; and
WHEREAS,the City Council has received the staff report recommending that the area identified in Exhibit A
should be designated as an underground utility district within which all existing overhead poles,overhead
wires,and overhead equipment associated with the distribution of electric power,telecommunication services,
and cable television should be removed and replaced with underground wires and facilities; and
WHEREAS,a public hearing was duly held on July 12,2017 in the Council Chambers of the City of South San
Francisco,at which time all interested persons were given an opportunity to be heard,and the City Council did
consider any and all objections or protests that were raised by the owners of property within the proposed
district, pertaining to designating this area an underground utility district; and
WHEREAS,the City Council has determined that,pursuant to Section 13.16.020 of the South San Francisco
Municipal Code,the public necessity,health,safety,and welfare requires the removal of overhead wires and
overhead structures along Antoinette Lane, with underground re-installation of said wires and facilities; and
WHEREAS,the City has consulted with the affected utilities and such utilities have agreed that the proposed
underground conversion district,designated the Antoinette Lane Underground Utility District,as described in
Exhibit A,adjoins or passes through a civic area or public recreation area or an area of unusual scenic interest
to the general public, thereby qualifying as a Rule 20A District in accordance with CPUC rules; and
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File #:17-695 Agenda Date:7/26/2017
Version:1 Item #:14a.
WHEREAS,after establishing the Antoinette Lane Underground Utility District,the City will need to enter into
standard agreements with PG&E and complete other standard forms and documentation,including,but not
limited to,the “Agreement to Perform Tariff Scheduled Related Work,Rule 20A -General Conditions,”the
“Agreement to Perform Tariff Schedule Related Work,Rule 20A -Electric Panel Service Conversion,”the
“Letter of Streetlight Agreement,” and the “Rule 20A Wheelchair Access Consideration,”; and
WHEREAS,upon the recommendation of staff,the City Council has determined that the proposed Antoinette
Lane Underground Utility District is categorically exempt from environmental review pursuant to the
California Environmental Quality Act.
NOW, THEREFORE, the City Council of the City of South San Francisco does hereby ORDAIN as follows:
SECTION 1.Findings
The City Council of the City of South San Francisco (“City”)finds that the public interest requires the removal
of all existing utility poles,(excepting those poles supporting streetlights and traffic signals),overhead utility
wires,and associated overhead structures,and the installation of underground wires and facilities for supplying
electric power,communication,or similar associated services within the areas as shown in Exhibit A,attached
hereto,along Antoinette Lane,with such area being designated as the Antoinette Lane Underground Utility
District.
SECTION 2.Authorization to Execute Agreements
Upon establishment of the District,the City Council authorizes the City Manager to complete,execute,and
transmit on behalf of the City all agreements,acknowledgements,and forms necessarily to complete the
Antoinette Lane Underground Utility District project,subject to approval as to form by the City Attorney and to
provide PG&E direction to implement the City’s desires for an expedited schedule.
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
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File #:17-695 Agenda Date:7/26/2017
Version:1 Item #:14a.
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.
This Ordinance shall become effective thirty (30) days from and after its adoption.
*****
Introduced at a regular meeting of the City Council of the City of South San Francisco, held the 12th day of July,
2017.
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Exhibit A
City of South San FranciscoProposed Antoinette LaneUtility Underground District
0 250 500125 Feet
Legend
Utility District Boundary
Properties in Utility District
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-725 Agenda Date:7/26/2017
Version:1 Item #:15.
Report regarding a resolution authorizing the acceptance of $29,000 in grant funding from the California State
Library to support the Community Learning Center’s after-school program and amending the Library
Department’s Fiscal Year 2017-18 Operating Budget. (Valerie Sommer, Library Director)
RECOMMENDATION
It is recommended that the City Council adopt a resolution authorizing the acceptance of $29,000 in
grant funding from the California State Library to support the Community Learning Center’s (CLC)
after-school program and amending the Library Department’s Fiscal Year (FY)2017-18 Operating
Budget.
BACKGROUND/DISCUSSION
In February 2017,the Library Department applied for a federal Library Services and Technology Act (LSTA)
grant administered by the California State Library.In July 2017,the Library Department was awarded $29,000
in federal LSTA funds to support the CLC’s community engagement project for immigrant families and
families with limited literacy skills.The project will increase understanding of community issues and feelings
of inclusion in families through celebration of diversity and community.This grant funding will be used by the
CLC to plan and present interactive community building workshops to residents of South San Francisco.
FUNDING
Grant funds will be used to amend the Library Department’s current FY2017-18 Operating Budget.Receipt of
these funds does not commit the City to ongoing funding.
CONCLUSION
Receipt of these funds will support the CLC’s after-school program for low-income students and their families.
It is recommended that the City Council adopt a resolution authorizing acceptance of $29,000 in grant funding
and amending the Library Department’s FY2017-18 Operating Budget.
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-726 Agenda Date:7/26/2017
Version:1 Item #:15a.
Resolution authorizing the acceptance of $29,000 in grant funding from the California State Library to support
the Community Learning Center’s after-school program and amending the Library Department’s Fiscal Year
2017-18 Operating Budget.
WHEREAS,the City of South San Francisco (“City”)Library Department established the Community
Learning Center (CLC) to assist adults and their families in reaching educational goals; and
WHEREAS,in July 2017 the Library Department was awarded federal Library Services and Technology Act
funding,administered by the California State Library,in the amount of $29,000 to support a community
engagement project at the Community Learning Center; and
WHEREAS,the project will focus on engaging immigrant families as well as low-literacy and low-income
residents through community building workshops; and
WHEREAS,staff recommends the acceptance of the grant funding in the amount of $29,000 to support CLC
after-school programming; and
WHEREAS, receipt of these grant funds does not commit the City to ongoing funding; and
WHEREAS,the foregoing grant funds will be used to amend the Library Department’s Fiscal Year (FY)2017-
18 Operating Budget.
NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of South San Francisco that the City
Council hereby accepts $29,000 in grant funding from the California State Library and amends the Library
Department’s FY2017-18 Operating Budget in order to reflect an increase of $29,000.
*****
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-727 Agenda Date:7/26/2017
Version:1 Item #:16.
Report regarding a resolution authorizing the acceptance of $45,000 in grant funding from the Silicon Valley
Community Foundation to support Project Read’s Financial Well-being program and amending the Library
Department’s Fiscal Year 2017 - 18 operating budget. (Valerie Sommer, Library Director)
RECOMMENDATION
It is recommended that the City Council adopt a resolution authorizing the acceptance of $45,000 in
grant funding from the Silicon Valley Community Foundation (SVCF)to support Project Read’s
Financial Well-being program and amending the Library Department’s Fiscal Year (FY)2017-18
operating budget.
BACKGROUND/DISCUSSION
In April 2017,the Library Department applied for a grant from SVCF to support Project Read financial literacy
services.In July 2017,Project Read was awarded grant funding in the amount of $45,000 to provide financial
education and asset building strategies to adult literacy students and low-income immigrants living in South
San Francisco and surrounding cities.In the past year,Project Read’s current Financial Well-being program
presented over 100 people with financial education classes,provided 30 clients with one-on-one financial
coaching,and opened ten asset-building accounts.Funding from SVCF allows Project Read to continue
providing vital financial education services to residents of South San Francisco and its surrounding cities.
FUNDING
Grant funds will be used to amend the Library Department’s current FY2017-18 Operating Budget.Receipt of
these funds does not commit the City to ongoing funding.
CONCLUSION
Receipt of these funds will support Project Read’s Financial Well-being program for adult literacy students and
low-income immigrants.It is recommended that the City Council adopt resolution accepting $45,000 in grant
funding and amending the Library Department’s FY17-18 operating budget.
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-729 Agenda Date:7/26/2017
Version:1 Item #:16a.
Resolution authorizing the acceptance of $45,000 in grant funding from the Silicon Valley Community
Foundation to support Project Read’s Financial Well-being program and amending the Library Department’s
Fiscal Year 2017-18 operating budget.
WHEREAS,the City of South San Francisco (“City”)Library Department established Project Read to assist
adults and their families in reaching literacy goals; and
WHEREAS,in July 2017,the Silicon Valley Community Foundation awarded a grant to the City in the amount
of $45,000 to fund Project Read’s Financial Well-being programming; and
WHEREAS,funds will be used to promote financial education and asset-building strategies in adult literacy
students and low-income immigrant families; and
WHEREAS,staff recommends the acceptance of grant funding in the amount of $45,000 from the Silicon
Valley Community Foundation to support services by Project Read; and
WHEREAS,the foregoing grant funds will be used to amend the FY 2017-18 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 $45,000 in grant funding from the Silicon Valley Community Foundation and amends
the Library Department’s Fiscal Year 2017-18 operating budget in order to reflect an increase of $45,000.
*****
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-782 Agenda Date:7/26/2017
Version:1 Item #:17.
Closed Session:
Public Employee Performance Evaluation (Pursuant to Government Code Section 54957)
Title: City Manager
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:17-783 Agenda Date:7/26/2017
Version:1 Item #:18.
Closed Session:
Conference with Labor Negotiators
(Pursuant to Government Code § 54957.6)
Agency designated representatives: Pradeep Gupta, Mayor and Jason Rosenberg, City Attorney
Unrepresented employee: City Manager
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