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HomeMy WebLinkAbout2020-05-13 e-packet@7:00City of South San Francisco P.O. Box 711 South San Francisco, CA Regular Meeting Agenda Wednesday, May 13, 2020 7:00 PM TELECONFERENCE MEETING City Council City Council Regular Meeting Agenda May 13, 2020 TELECONFERENCE MEETING NOTICE THIS MEETING WILL BE CONDUCTED PURSUANT TO THE PROVISIONS OF THE GOVERNOR'S EXECUTIVE ORDERS N-25-20 AND N-29-20 ALLOWING FOR DEVIATION OF TELECONFERENCE RULES REQUIRED BY THE BROWN ACT & PURSUANT TO THE ORDER OF THE HEALTH OFFICER OF SAN MATEO COUNTY DATED MARCH 31, 2020 AS THIS MEETING IS NECESSARY SO THAT THE CITY CAN CONDUCT NECESSARY BUSINESS AND IS PERMITTED UNDER THE ORDER AS AN ESSENTIAL GOVERNMENTAL FUNCTION. The purpose of conducting the meeting as described in this notice is to provide the safest environment for staff and the public while allowing for public participation. Councilmembers Matsumoto, Nagales and Nicolas, Vice Mayor Addiego and Mayor Garbarino and essential City staff will participate via Teleconference. Members of the public may submit their comments on any agenda item or public comment via email or City Council hotline. PURSUANT TO RALPH M. BROWN ACT, GOVERNMENT CODE SECTION 54953, ALL VOTES SHALL BE BY ROLL CALL DUE TO COUNCIL MEMBERS PARTICIPATING BY TELECONFERENCE. MEMBERS OF THE PUBLIC MAY VIEW A VIDEO BROADCAST OF THE MEETING BY: Internet: https://www.ssf.net/government/city-council/video-streaming-city-and-council-meetings/city-council Local cable channel: Astound, Channel 26 or Comcast, Channel 27 City of South San Francisco Page 2 Printed on 9/8/2020 City Council Regular Meeting Agenda May 13, 2020 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. 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. RICHARD A. GARBARINO, Mayor MARK ADDIEGO, Vice Mayor MARK NAGALES, Councilmember BUENAFLOR NICOLAS, Councilmember KARYL MATSUMOTO, Councilmember ROSA GOVEA ACOSTA, City Clerk FRANK RISSO, City Treasurer MIKE FUTRELL, City Manager SKY WOODRUFF, City Attorney 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. City of South San Francisco Page 3 Printed on 9/8/2020 City Council CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE AGENDA REVIEW ANNOUNCEMENTS FROM STAFF PRESENTATIONS Regular Meeting Agenda 1. Recitation of a proclamation recognizing National Public Works Week, May 17-23, 2020, in South San Francisco. (Eunejune Kim, Director of Public Works/City Engineer) 2. Recitation of a Proclamation Condemning Discrimination Against Asian -Americans and Asian Immigrants Caused by COVID-19 Outbreak (Richard Garbarino, Mayor) 3. Recitation of a proclamation recognizing May as Mental Health Awareness Month in South San Francisco (Richard Garbarino, Maw) 4. Recitation of a proclamation to recognize Asian Pacific American Heritage Month in South San Francisco. Richard Garbarino, Mayor) REMOTE PUBLIC COMMENTS May 13, 2020 Members of the public wishing to participate are encouraged to submit public comments in writing in advance of the meeting by 6:00 p.m. on Wednesday, May 13th. Public comments must identify the Agenda Item Number in the SUBJECT Line of the email. The comments will be read into the record, with a maximum allowance of 3 minutes per individual comment, subject to the Mayor's discretion. All comments should be a maximum of 500 words, which corresponds to approximately 3 minutes of speaking time. If a comment is received after the agenda item is heard but before the close of the meeting, the comment will still be included as a part of the record of the meeting and read into the record. Comments that are not in compliance with the City Council's rules of decorum may be summarized for the record rather than read verbatim. The email and phone line below will be monitored during the meeting. City of South San Francisco Page 4 Printed on 9/8/2020 City Council Regular Meeting Agenda May 13, 2020 Email: all-cc@ssEnet Members of the public wishing to participate are encouraged to submit public comments in writing in advance of the meeting by 6:00 p.m. on Wednesday, May 13th. Public comments must identify the Agenda Item Number in the SUBJECT Line of the email. The comments will be read into the record, with a maximum allowance of 3 minutes per individual comment, subject to the Mayor's discretion. If a comment is received after the agenda item is heard but before the close of the meeting, the comment will still be included as a part of the record of the meeting and read into the record. City Council Hotline: (650) 829-4670 Voice Messages will be monitored during the meeting and read into the record. We ask that you limit your voicemail to comply with the 3 minute time limitation for public comment. City of South San Francisco Page 5 Printed on 9/8/2020 City Council Regular Meeting Agenda May 13, 2020 COUNCIL COMMENTS/REQUESTS CONSENT CALENDAR Motion to approve the Minutes for the meetings of February 28, 2020 and March 11, 2020. 6. Report reizardine a resolution anaroviniz the Third Amendment to the Disposition and Development Agreement with Hisense REDS, LLC for the development of the properties located at 200 Linden and 212-216 Baden Avenue and authorizing the City- Manager ityManager to execute the amendment. (Julie Barnard, Economic Development Coordinator) 6a. Resolution approving the Third Amendment to the Disposition and Development Agreement with Hisense REUS, LLC for the development of the properties located at 200 Linden and 212-216 Baden Avenue and authorizingthe he City Manager to execute the amendment Staff report regarding adoption of a resolution approving the California Governor's Office of Emergency Services Form 130 in order to pursue state financial assistance. (Christina Fernandez, Assistant to the City Manager and Heather Enders, Management Anal st II 7a. Resolution approving the California Governor's Office of Emergency Services Form 130 in order to pursue state financial assistance under the Robert T. Stafford Disaster Relief and Emergency Assistance Act of 1988 and the California Disaster Assistance Act. 8. Report regarding a resolution approving and authorizingthe e City Manager to execute a Letter of Engagement with Squire Patton Boggs to extend an existing contract for national advocacypolicy services, for a term through June 2021 and for an amount not to exceed $90,000. (Christina Fernandez, Assistant to the City Manager) 8a. Resolution approving and authorizingthe he City Manager to execute a Letter of Engagement with Squire Patton Boggs to extend an existing contract for national advocacypolicy services, for a term through June 2021 and for an amount not to exceed $90,000. 9. Report regarding a resolution approving and authorizing the City Manager to enter into a Lease Agreement with the California Department of Transportation to allow for the subsurface installation of tie back supports adjacent to State Route 82 (El Camino Real) as part of the construction of the Civic Campus project. (Jacob Gilchrist, Director of Capital Projects) City of South San Francisco Page 6 Printed on 9/8/2020 City Council Regular Meeting Agenda May 13, 2020 9a. Resolution approving and authorizing . the e City Manager to enter into a Lease Agreement with the California Department of Transportation to allow for the subsurface installation of tie back supports adjacent to State Route 82 (El Camino Real) as part of the construction of the Civic Campus project. 10. Retort reizardina a Resolution &Dmovina the aronosed Grant of Easement to California Water Service Company on the City of South San Francisco property to become the future Oyster Point Boulevard and Marina Boulevard Public Right -of -Waw authorizingthe Manager to execute said Grant of Easement. (Matthew Ruble, Principal Engineer) 10a. Resolution approving the proposed Grant of Easement to California Water Service Company on the City of South San Francisco property to become the future Oyster Point Boulevard and Marina Boulevard Public Right -of -Way and authorizing the City Manager to execute said Grant of Easement. 11. Report regarding a resolution amendingapdatin the of South San Francisco's Local Health Emergency Declaration related to the Novel Coronavirus 2019 (COVID-19). (Christina Fernandez, Assistant to the City Manager) 11a. Resolution of the City Council of the City of South San Francisco amending and updating the proclamation of a local health emergency related to the novel coronavirus 2019 (COVID-19) 12. Renort reizardiniz a resolution annrovina and authoriziniz the ON Manaizer to execute a First Amendment to the Consulting Services Agreement with Townsend Public Affairs extending the contract through June 30, 2021 for an additional 60,000, and approving budget amendment 20.042 in the amount of $30,000. (Christina Fernandez, Assistant to the City Manager) 12a. Resolution approving and authorizingthe he City Manager to execute a First Amendment to the Consulting Services Agreement with Townsend Public Affairs extending the contract through June 30, 2021 for an additional 60,000, and approving budget amendment 20.042 in the amount of $30,000. 13. Report regarding a resolution approving the final map for 200 Airport Boulevard, authorizingthe Manager to execute an Improvement Agreement and an Encroachment and Maintenance Agreement, and authorizing the recordation of the final map, the agreements, and all related documents. (Jason Hallare, Senior Engineer) City of South San Francisco Page 7 Printed on 9/8/2020 City Council Regular Meeting Agenda May 13, 2020 13a. Resolution approving the final map for 200 Airport Boulevard, authorizing the City Manager to execute the Improvement Agreement and Encroachment and Maintenance Agreement, and authorizing the recordation of the final map, agreements, and all related documents. PUBLIC HEARING 14. Report reizardina nronosed amendments to Title 20 of the South San Francisco Municipal Code to modify regulations pertaining to Accessory Dwelling Units, and determination that the proposed amendments are statutorily exempt from the California Environmental Quality Act (CEQA). (Gaspare Annibale, Associate Planner & Stephanie Skangos, Associate Planner) 14a. Ordinance amending Title 20 (Zoning,) of the South San Francisco Municipal Code pertaining to accessory dwelling units and determination that the proposed amendments are statutorily exeMpt from the California Environmental Quality Act C( EQA). ADMINISTRATIVE BUSINESS 15. Report regarding the status of San Mateo County Health Officer Shelter in Place Orders related to COVID-19, the modified delivery of City government services and operation of programs and facilities, and departmental plans for the phased restoration of operations as restrictions are eased by the County Health Officer. (Sharon Ranals, Assistant City Manager / Parks and Recreation Director) 16. Report regarding a resolution awarding a construction contract to Columbia Electric, Inc. of San Leandro, California for the Spruce Avenue and Commercial Avenue Traffic Improvements Project Project No. tr1801) in an amount not to exceed $637,600, authorizing a total construction budget of $892,640, authorizing the City Manager to execute an agreement on behalf of the City_(Angel Torres, Senior Civil Engineer) 16a. Resolution awarding a construction contract to Columbia Electric. Inc. of San Leandro, California for the Spruce Avenue and Commercial Avenue Traffic Improvements Project (Project No. tr1801) in an amount not to exceed $637,600, authorizing a total construction budget of $892,640, and authorizing the Citv Manager to execute agreements on behalf of the City. City of South San Francisco Page 8 Printed on 9/8/2020 City Council Regular Meeting Agenda May 13, 2020 17. Report regarding a resolution awarding a construction contract to G. Bortolotto & Co., Inc. of San Carlos, California for the OBAG 2: Street Rehabilitation Project (Project No. stl93d) in an amount not to exceed $1,273,489.30, authorizing a total construction budget of $1,591,861.30, and authorizing the Ci . Manager to execute an agreement on behalf of the City. (Angel Torres, Senior Civil Engineer and Peter Vorametsanti, Consulting Project Manager) 17a. Resolution awarding a construction contract to G. Bortolotto & Co., Inc. of San Carlos, California for the OBAG 2: Street Rehabilitation Project (Project No. stl93d) in an amount not to exceed $1,273,489.30, authorizing a total construction budget of $1,591,861.30, and authorizing the City Manager to execute agreements on behalf of the City. 18. Report regarding a Resolution of Intention and Introduction of an Ordinance amending the contract between the Board of Administration, California Public Employees' Retirement System and the City of South San Francisco to implement the abili1v for Classic Local Miscellaneous members in the Executive Management Unit to pay a portion of the employer share of their CalPERS pension costs. (Leah Lockhart, Human Resources Director) 18a. Resolution of Intention to approve an Amendment to Contract between the Board of Administration California Public Employees' Retirement System and the City Council City of South San Francisco. 18b. Ordinance approving an amendment to the contract between the Board of Administration California Public Employees' Retirement System and the City Council of the City of South San Francisco. ITEMS FROM COUNCIL — COMMITTEE REPORTS AND ANNOUNCEMENTS CLOSED SESSION 19. Closed Session: Conference with Legal Counsel - Anticipated Litigation (Pursuant to Government Code Section 54956.9) Initiation of Litigation: One potential case (Sky Woodruff, City Attorney and Sharon Ranals, Assistant Ci . Manager) ADJOURNMENT City of South San Francisco Page 9 Printed on 9/8/2020 Cityof • • n �-Legislation LrFo � P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #: 20-58 Agenda Date: 5/13/2020 Version: 1 Item #: 1. Recitation of a proclamation recognizing National Public Works Week, May 17-23, 2020, in South San Francisco. (Eunejune Kim, Director of Public Works/City Engineer) City of South San Francisco Page 1 of 1 Printed on 5/8/2020 powered by LegistarTM IN CELEBRATION OF MAY 17-23, 2020 AS NATIONAL PUBLIC WORKS WEEK May 13, 2020 WHEREAS, public works professionals focus on infrastructure, facilities, and services that are of vital importance to sustainable and resilient communities and to the public health, high quality of life, and wellbeing of the people of South San Francisco; and, WHEREAS, these infrastructure, facilities, and services could not be provided without the dedicated efforts of public works professionals, who are engineers, managers, and employees at all levels of government and the private sector, who are responsible for rebuilding, improving, and protecting our nation's transportation, water supply, water treatment and solid waste systems, public buildings, and other structures and facilities essential for our citizens; and, WHEREAS, it is in the public interest for the citizens, civic leaders, and children in South San Francisco to gain knowledge of and to maintain a progressive interest and understanding of the importance of public works and public works programs in their respective communities; and, WHEREAS, the year 2020 marks the 60th Annual National Public Works Week sponsored by the American Public Works Association/Canadian Public Works Association. NOW, THEREFORE, BE IT RESOLVED, that Mayor Richard Garbarino and the City of South San Francisco City Council do hereby designate the week May 17 — 23, 2020, as National Public Works Week and encourage all citizens to join with representatives of the American Public Works Association/Canadian Public Works Association and government agencies in virtual activities, events, and ceremonies designed to pay tribute to our public works professionals, engineers, managers, and employees, and to recognize the substantial contributions they make to protecting our national health, safety, and quality of life. Garbarino, Mayor Mark Addiego, Vice Mayor Karyl Matsumoto, Councilmember Mark Nagales, Councilmember Buenaflor Nicolas, Councilmember Dated. May 13, 2020 Richard Cityof South• o J O Legislation P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #: 20-288 Agenda Date: 5/13/2020 Version: 1 Item #: 2. Recitation of a Proclamation Condemning Discrimination Against Asian -Americans and Asian Immigrants Caused by COVID-19 Outbreak (Richard Garbarino, Mayor) City of South San Francisco Page 1 of 1 Printed on 5/8/2020 powered by LegistarTM CONDEMNING ALL FORMS OF ANTI -ASIAN SENTIMENT AS RELATED TO COVID-19 OUTBREAK May 13, 2020 WHEREAS, 23 million Asian Americans and Pacific Islanders account for 7 percent of the population in the United States; in South San Francisco alone, more than one-third of the total population of nearly 67,000 is of Asian descent; and WHEREAS, more than 2 million Asian Americans and Pacific Islanders are risking their lives every day and working on the front lines of the COVID-19 pandemic in health care, law enforcement, first response, and transportation, as well as service industries including grocery stores; and WHEREAS, due to the increased use of anti -Asian rhetoric stemming from misinformation worldwide, the safety of the Asian American community has been threatened, leading to a dramatic increase in reports of hate crimes and incidents against those of Asian descent; and WHEREAS, according to a recent study, there were more than 400 cases of anti -Asian discrimination related to CO VID- 19 between February 9, 2020, and March 7, 2020, and the numbers are sadly growing; and WHEREAS, Asian American businesses have been targeted for vandalism, and Asian American and Pacific Islander older adults, in particular those who are recent immigrants with limited English proficiency, are now facing greater challenges of discrimination due to the anti -Asian rhetoric; and WHEREAS, the World Health Organization in 2015 issued guidelines calling on media outlets, scientists, and national authorities to avoid naming infectious diseases for locations to avoid stigmatizing groups of people; and WHEREAS, on February 27, 2020, the U.S. Secretary of Health and Human Services declared, "Ethnicity is not what causes the novel coronavirus" and that is it inappropriate and inaccurate to call COVID-19 the "Chinese virus "I and WHEREAS, U.S. House Representative Grace Meng (D -NY) has introduced a resolution, and Senators Kamala Harris of California, Tammy Duckworth oflllinois, and Mazie Hirono of Hawaii, are introducing companion resolutions that urge public officials to denounce anti -Asian sentiment, racism, discrimination, and religious intolerance related to COVID-19; and WHEREAS, to date, 50 scientific and professional organizations have endorsed U.S. House and Senate Resolutions in support of the contributions of Asian ancestry; and NOW, THEREFORE, BE IT RESOLVED that Mayor Richard Garbarino and the City Council of the City of South San Francisco do hereby condemn all manifestations or expressions of racism, xenophobia, discrimination, anti -Asian sentiment, scapegoating, and ethnic or religious intolerance not only in South San Francisco but throughout the nation and call upon our community and all public officials to denounce anti -Asian sentiment in any form. Richard Garbarino, Mayor MarkAddiego, Vice Mayor Karyl Matsumoto, Councilmember MarkNagales, Councilmember Buenaflor Nicolas, Councilmember Dated: May 13, 2020 0 n City of South San Francisco Legislation c'QLIFOR��p P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #: 20-296 Agenda Date: 5/13/2020 Version: 1 Item #: 3. Recitation of a proclamation recognizing May as Mental Health Awareness Month in South San Francisco (Richard Garbarino, Mayor) City of South San Francisco Page 1 of 1 Printed on 5/8/2020 powered by LegistarTM RECOGNITION OF MA Y AS MENTAL HEAL TH A RARENESS MONTH May 13, 2020 WHEREAS, mental health is essential to everyone's overall health and well-being; and WHEREAS, all Americans face challenges in life that can impact their mental health; and WHEREAS, prevention is an effective way to reduce the burden of mental health conditions; and WHEREAS, there are practical tools that all people can use to improve their mental health and increase resiliency; and WHEREAS, mental health conditions are real and prevalent in our nation; and WHEREAS, with effective treatment, those individuals with mental health conditions can recover and lead full, productive lives; and WHEREAS, each business, school, government agency, healthcare provider, organization, and citizen shares the burden of mental health problems and has a responsibility to promote mental wellness and support prevention efforts; and WHEREAS, the City of South San Francisco is joining forces with the County of San Mateo, which is also recognizing May as Mental Health Awareness Month at its May 19th Board of Supervisors meeting. NOW, THEREFORE, BE IT RESOLVED that Mayor Richard Garbarino and the City Council of the City of South San Francisco do hereby proclaim May as Mental Health Awareness Month in South San Francisco and call upon our community to wear lime green, the symbolic color of this important month, and celebrate this year's theme of "Tools 2 Thrive ", by increasing awareness, education, and understanding of mental health in our community. Richard Garbarino, Mayor MarkAddiego, Vice Mayor Karyl Matsumoto, Councilmember MarkNagales, Councilmember Buenaflor Nicolas, Councilmember Dated: May 13, 2020 0 n City of South San Francisco Legislation c'QLIFOR��p P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #: 20-310 Agenda Date: 5/13/2020 Version: 1 Item #: 4. Recitation of a proclamation to recognize Asian Pacific American Heritage Month in South San Francisco. (Richard Garbarino, Mayor) City of South San Francisco Page 1 of 1 Printed on 5/8/2020 powered by LegistarTM RECOGNITION OF MAYAS ASIAN AMERICAN AND PACIFIC ISLANDER HERITAGE MONTH May 13, 2020 WHEREAS, in 1978, the President of the United States signed a Joint Resolution declaring the first Asian Pacific American Heritage Week in May 1979, which in 1992 became National Asian American and Pacific Islander Heritage Month; and WHEREAS, Asian/Pacific encompasses all of the Asian continent and the Pacific islands of Melanesia, Micronesia, and Polynesia; and WHEREAS, Americans of Asian and Pacific Islander descent have contributed immeasurably to our community's development and diversity as a people; and WHEREAS, as one of the most culturally and linguistically diverse groups in America, the Asian American and Pacific Islander community reminds us that though we all have distinct backgrounds and origins, we are bound in common purpose by our shared hopes and dreams for ourselves and our children; and WHEREAS, approximately one third of South San Francisco's population is of Asian and Pacific Island descent; and WHEREAS, this diverse group of people continues to lead and serve as public servants, artists, educators, activists, service men and women, scientists, and business owners in South San Francisco and throughout the country; and WHEREAS, the City of South San Francisco actively celebrates the richness of its diverse heritage and population. NOW, THEREFORE, BE IT RESOLVED that Mayor Richard Garbarino and the City Council of the City of South San Francisco do hereby proclaim May as Asian American and Pacific Islander Heritage Month. Richard Garbarino, Mayor MarkAddiego, Vice Mayor Karyl Matsumoto, Councilmember Mark Nagales, Councilmember Buenaflor Nicolas, Councilmember Dated: May 13, 2020 0 n City of South San Francisco Legislation c'QLIFOR��p P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #: 20-307 Agenda Date: 5/13/2020 Version: 1 Item #: 5. Motion to approve the Minutes for the meetings of February 28, 2020 and March 11, 2020. City of South San Francisco Page 1 of 1 Printed on 5/8/2020 powered by LegistarTM MINUTES SPECIAL CITY COUNCIL MEETING COMMUNITY MEETING f7 U O trFoCITY OF SOUTH SAN FRANCISCO �9e�`�' Meeting held at: 1 CHESTNUT AVENUE SOUTH SAN FRANCISCO, CA FRIDAY, FEBRURY 28, 2020 10:00 a.m. CALL TO ORDER 10:05 a.m. ROLL CALL Present: Councilmembers Matsumoto, Nagales, and Nicolas, Vice Mayor Addiego and Mayor Garbarino. PUBLIC COMMENTS — comments are limited to items on the Special Meeting Agenda. None. COMMUNITY INFORMATION SESSION Groundbreaking Ceremony for the Police Operations & 911 Dispatch Center (Richard Garbarino, Mayor) Mayor Garbarino called the meeting to order noting all Councilmembers in attendance and welcomed dignitaries, staff and community members to the groundbreaking ceremony of the Police Operations & 911 Dispatch Center. Police Chief Azzopardi addressed the community and thanked Council for their continued support. ADJOURNMENT Being no further business Mayor Garbarino adjourned the meeting at 11:03 a.m. Respectfully submitted by: Yosa Govea Acosta, CMC, CPMC City Clerk Approved by the City Council Approved by: Richard Garbarino Mayor �zx ',SAN MINUTES o4So � REGULAR MEETING U O CITY COUNCIL c91rFOR�P CITY OF SOUTH SAN FRANCISCO Meeting held at: MUNICIPAL SERVICES BUILDING COUNCIL CHAMBERS 33 ARROYO DRIVE SOUTH SAN FRANCISCO, CA WEDNESDAY, MARCH 11, 2020 7:00 p.m. CALL TO ORDER 7:00 p.m. ROLL CALL Present: Councilmembers Matsumoto, Nagales, and Nicolas, Vice Mayor Addiego and Mayor Garbarino. PLEDGE OF ALLEGIANCE Mayor Garbarino led the pledge of allegiance. AGENDA REVIEW Assistant City Manager Ranals requested to move up Administrative Business Item No. 10 before Council Comments. ANNOUNCEMENTS FROM STAFF Kathy Blandon Escobar, City of South San Francisco Census 2020 Program Manager, addressed the Council to provide an update on the City's census outreach efforts. She encouraged members of the public to participate online, by phone and/or mail. PUBLIC COMMENTS Bernadette Aguilar, a resident of the Westborough area, addressed the Council to express her concern with parking and abandoned vehicles in her neighborhood. She requested an increase in enforcement to address her concerns. ADMINISTRATIVE BUSINESS 10. Follow-up discussion of proposed relocation of South San Francisco Farmers' Market from Orange Memorial Park to the downtown area. (Sheri Boles, Community Programs Manager, and Jorge Vega, Regional Manager Pacific Coast Farmers'MarketAssociation) Community Programs Manager Boles introduced Director of Marketing and Promotions, Ben Palazzolo and Senior Marketing Manager, Paolo Obillo. Mr. Palazzolo provided a summary of the market's challenges and opportunities including discussion of a future relocation. Councilmember Matsumoto expressed her concern with low attendance and relocation to the downtown due to low density and competing entities. She suggested increasing outreach efforts and advertising on the City's Shuttle buses free of charge. Vice Mayor Addiego shared his concerns with relocating the market, outreach and marketing efforts. Mr. Palazzolo indicated that the market has seen a decline in participation despite increased promotion and vendor discounts. Mayor Garbarino shared his concerns and encouraged Mr. Palazzolo to increase outreach efforts. Council provided feedback to staff. The item continued to a future meeting. COUNCIL COMMENTS/REQUESTS Councilmember Matsumoto requested an update on the WIFI accessibility project for the Westborough area. IT Director Barrera provided an update and indicated that the target completion date is July 2020. Councilmember Matsumoto shared a concern she received from a constituent regarding the San Mateo County's Safe Gun Storage ordinance. Police Captain Scott Campbell indicated that an ordinance would be forthcoming for Council's consideration. Councilmember Matsumoto shared her recent experience and role serving as a member of the San Mateo County Transportation Authority (TA). The TA is seeking bonds for the San Mateo US 101 Express Lanes project and as part of the bond process; the Chief Financial officer brought an attorney to discuss Disclosure Obligations under the Federal Securities and the impacts to elected officials. She inquired about the City's process of educating elected officials during the bond procurement process. Finance Director Salisbury indicated that the Council received standard training on bond issuance, given that there is no hard and fast rule as to who has to take the disclosure training. The training designed to train appropriate individuals on material information that might affect an investor's ability to understand securities behind the bonds, written in the perspective statements. The Finance Department staff attended a disclosure training with bond council in January 2020. She indicated that the Finance Department is responsible and in charge of disclosing all the information in the official statement. Finance Director Salisbury offered Disclosure Training for Council given the concern. Councilmember Matsumoto cited the controlled person responsibilities and the possible implications to Council. Finance Director Salisbury stated that Measure W sales tax secures the bonds. She provided an overview of Council's disclosure obligations. Councilmember Matsumoto shared her concern with the recent COVID-19 pandemic and the City's financial impact. She requested Council receive a budget report with City full-time and part-time staff, approved and pending projects and funding allocation including community benefits. Councilmember Matsumoto expressed her concern about the addition of study session items on a regular Council meeting. She requested that Administrative Item No. 8 be agendized to a future study session. Consensus of Council to move the item to a future meeting. Vice Mayor Addiego attended the groundbreaking event of the new Police Operations & 911 Dispatch Center and thanked staff for their hard work and the community for their support. REGULAR CITY COUNCIL MEETING MARCH 11, 2020 MINUTES PAGE 2 Councilmember Nagales attended the groundbreaking event and expressed his appreciation for staff's hard work and efforts. He shared emergency department visit statistics for Kaiser Hospital and Seton Hospital and discussed the possible impacts to Kaiser Hospital if Seton Hospital were to close. He praised San Mateo County Board of Supervisors for awarding $20 million dollars in gap funding to assist the buyer of Seton Hospital. Councilmember Nicolas attended the Planning Commission Academy in Sacramento and shared her experience and knowledge in planning and land use. She expressed her disappointment with cancellation of events due to COVID-19, but noted the importance to follow the Health Officers orders. Mayor Garbarino apprised Council on his participation of daily COVID-19 updates with the County of San Mateo; he addressed event cancellation and the importance of protecting members and staff of the community. He expressed his appreciation for the donations given to the SSF Police Association Widows' fund due to the cancellation of the St. Patrick's Day event. He informed Council and the community that Reynold FitzPatrick's services postponed until further notice. He informed the community that PG&E strongly encourages residents who live in a high fire -threat area to update their contact information by calling 1-866-743-6589 or visiting www.pge.com/mywildfirealerts Mayor Garbarino visited Sunshine Gardens Elementary School and read to a third grade class. He encouraged Council and staff to participate in future events. Chief Magallanes provided an update to the Council and the community on the status of COVID-19 now categorized as a pandemic. He shared information, prevention, and recent cases in San Mateo County. Chief Magallanes discussed the Health Officer's Order where the cancelation or postponement of all non-essential gatherings is highly encouraged with precautions to persons aged 60 years and older due to the potential high risk. He indicated that staff would continue to work on canceling and/or postponing City events through March 31, 2020. The community can get up to date information on COVID-19 by visiting the City's website at www.ssf.net Vice Mayor Addiego inquired about visitor restrictions for skilled nursing facilities. Assistant City Manager Ranals indicated that the adult day care facility of the City closed under the recommendation of the Health Officers. CONSENT CALENDAR The City Clerk duly read the Consent Calendar, after which Council voted and engaged in discussion of specific item as follows: Items # 1, 2, and 4 pulled for further discussion. Item #1: Councilmember Matsumoto discussed items discussed in the reference minutes and requested updated bike maps. Assistant City Manager Ranals indicated staff would update the bike maps and provide copies to Council and the South San Francisco Chamber of Commerce. Item #2: Councilmember Matsumoto inquired about the 2% yearly service agreement increase and requested clarification on the calculation process. Police Captain Mike Remedios indicated that increases factor in salary increases and PERS increases. REGULAR CITY COUNCIL MEETING MARCH 11, 2020 MINUTES PAGE 3 Item #2: Vice Mayor Addiego requested a breakdown of call volumes between cities. Police Captain Mike Remedios indicated that the department assess call volume on a monthly basis. Item #4: Councilmember Matsumoto suggested consistency in member definitions for the various boards and commissions. City Attorney Woodruff indicated that the member definitions presented to Council taken from existing sections of the municipal code. 1. Motion to approve the Minutes for the meetings on January 8, 2020 and January 15, 2020. (Rosa Govea Acosta, City Clerk) 2. Report regarding Resolution No. 27-2020 approving an amendment to the service agreement between the City of South San Francisco and the Town of Colma for Police Communication Services. (Mike Remedios, Police Captain) 3. Report regarding Resolution No. 28-2020 approving an amendment to the service agreement between the City of South San Francisco and the City of Pacifica for Police Communication Services. (Mike Remedios, Police Captain) 4. Report regarding adoption of Ordinance No. 1596-2020 amending Title 2, Chapters 2.52, 2.56, 2.60, 2.62, 2.64, and 2.80, of the South San Francisco Municipal Code pertaining to eligibility requirements for City commissioners. (Rosa Govea Acosta, City Clerk) Motion—Vice Mayor Addiego/Second--Councilmember Nicolas: to approve Consent Calendar items 1-4. Unanimously approved by roll call vote. PUBLIC HEARING 5. Report regarding a resolution approving a Density Bonus and Incentives Request and modifications to previous entitlements for the properties located at 418 Linden Avenue, in the Downtown Transit Core District, and 201-219 Grand Avenue, in the Grand Avenue Core District, and determination that the projects continue to be consistent with the Downtown Station Area Specific Plan Environmental Impact Report, and resolution approving a $1,050,000 Housing Trust Fund loan agreement, resolution approving a $2,450,000 Housing Asset Fund loan agreement, resolutions approving the fourth amendments to the 418 Linden Avenue and 201-219 Grand Avenue Purchase and Sale Agreements, and resolution approving the fourth amendment to the Development Agreement with ROEM Development Corporation. (Billy Gross, Senior Planner and Julie Barnard, Economic Development Coordinator) Public Hearing opened: 8:23 p.m. Senior Planner Gross presented the report and indicated that in December 2015, at the same time that the Council approved entitlements for the Grand and Linden Project, the Council and Successor Agency (Agency) approved a Disposition and Development Agreement (DDA). The original developer, Brookwood Equities, was unable to advance the project, and as a result, the Council and Agency terminated the DDA. According to the terms of the DDA, after termination, the City retained the project entitlements. This allowed the City to solicit a new developer with the entitled proposal. Staff conducted an extensive Request for Proposals (RFP) process, and through that REGULAR CITY COUNCIL MEETING MARCH 11, 2020 MINUTES PAGE 4 process, the Council and Agency selected ROEM Development Corporation (ROEM) as the preferred developer. In November 2017, the Council approved one Development Agreement (DA), two Purchase and Sale Agreements (PSAs), and an Affordable Housing Agreement (AHA) (collectively "the Agreements") with ROEM for the development of the properties. At that time, the DA included provisions requiring that 20% of the residential units in the Grand and Linden project be rented at an affordable cost for a term of 55 years; that the developer pay prevailing wage for project construction; and that project construction be completed 30 months after the DA is executed. Following PSAs and DA execution, ROEM has completed drafts of their construction drawings, which have been through two rounds of City building review. ROEM made progress in advancing the construction aspects of the development, but continues to have trouble obtaining adequate financing. The lack of financing has led to project delays, and therefore ROEM is proposing modifications to the original project's concept and is requesting State Density Bonus Law Incentives to reduce overall project costs. He presented modifications applicable to both projects, modifications applicable to 201-219 Grand Avenue and modifications applicable to 418 Linden Avenue. In accordance with State Density Bonus Law (Govt. Code Section 65915(d)(2)), the applicant is entitled to a density bonus and at least three incentives if the project includes a minimum of 30% of the units restricted to lower income households. Accordingly, the City is obligated to grant the requested incentive unless it can find that the incentive is not required in order to provide for affordable housing costs, that the incentive would have a specific adverse impact upon public health and safety or the physical environment or on any real property that is listed in the California Register of Historical Resources, or that the incentive would be contrary to state or Federal law. Public Hearing closed: 8:36 p.m. Vice Mayor Addiego inquired on the building structural condition including the adjacent property and the City's responsibility in approving unreinforced brick projects. Economic and Community Development Director Greenwood provided an overview on the City's efforts to acquire the adjacent property and indicated that at the time of approval the building was structurally acceptable. Councilmember Nagales expressed his concern on the buildings current structural condition. Economic and Community Development Director Greenwood indicated that the building fused together with the adjacent building and structurally holding each other up. Senior Planner Gross indicated that the applicant requested the City cap permit and impact fees for this project. Vice Mayor Addiego requested reassurance that the fees the developer would pay are equitable to other properties. Deputy Director of Economic and Community Development Selander provided an overview of the fees waived for the proposed project along with current permit fees. Councilmember Matsumoto requested that staff be more thorough in listing impact fees to future reports. At the request of Councilmember Nagales, Economic and Community Development Coordinator Barnard provided an overview of the proposed amendments and project funding. REGULAR CITY COUNCIL MEETING MARCH 11, 2020 MINUTES PAGE 5 Vice Mayor Addiego shared his support of downtown housing and indicated that the proposed project is a great example of affordable housing. Councilmember Nagales requested clarification on funding sources and affordability. Deputy Director of Economic and Community Development Selander provided an overview of the funding sources and tax credit funding opportunities. Councilmember Nagales inquired about the process of non -approval. City Attorney Woodruff explained the non -approval process and indicated that if the City terminated the agreement then the City would follow property disposition as mandated by the Surplus Land Act. Councilmember Nicolas inquired about the demolition process and project funding. Alex Sanchez, Executive Vice President of ROEM Development, indicated that staff assessed the structural condition of both buildings and determined that demolition of the building was not adequate. Project pending a $63,000 million dollar award. 5a. Resolution No. 29-2020 making findings and approving amendments to previous entitlements, including a Density Bonus and Incentives Request, at 418 Linden Avenue, in the Downtown Transit Core District, and 201-219 Grand Avenue, in the Grand Avenue Core District, and determination that the projects continue to be consistent with the Downtown Station Area Specific Plan Environmental Impact Report. Motion — Vice Mayor Addiego/Second — Councilmember Nagales: To approve Resolution No. 29- 2020, by roll call vote: AYES: Councilmembers Nagales and Nicolas, Vice Mayor Addiego and Mayor Garbarino; NAYS: Councilmember Matsumoto; ABSENT: None; ABSTAIN: None. 5b. Resolution No. 30-2020 approving the Fourth Amendment to the Development Agreement for 201-219 Grand Avenue and 418 Linden Avenue properties with ROEM Development Corporation. Motion — Councilmember Nagales/Second — Councilmember Nicolas: To approve Resolution No. 30-2020, by roll call vote: AYES: Councilmembers Nagales and Nicolas, Vice Mayor Addiego and Mayor Garbarino; NAYS: Councilmember Matsumoto; ABSENT: None; ABSTAIN: None. 5c. Resolution No. 31-2020 approving the Fourth Amendment to the 418 Linden Purchase and Sale Agreement with ROEM Development Corporation Motion — Vice Mayor Addiego/Second — Councilmember Nicolas: To approve Resolution No. 31- 2020, by roll call vote: AYES: Councilmembers Nagales and Nicolas, Vice Mayor Addiego and Mayor Garbarino; NAYS: Councilmember Matsumoto; ABSENT: None; ABSTAIN: None. 5d. Resolution No. 32-2020 approving the Fourth Amendment to the 201-219 Grand Avenue Purchase and Sale Agreement with ROEM Development Corporation. Motion — Councilmember Nicolas/Second — Councilmember Nagales: To approve Resolution No. 32-2020, by roll call vote: AYES: Councilmembers Nagales and Nicolas, Vice Mayor Addiego and Mayor Garbarino; NAYS: Councilmember Matsumoto; ABSENT: None; ABSTAIN: None. REGULAR CITY COUNCIL MEETING MARCH 11, 2020 MINUTES PAGE 6 5e. Resolution No. 33-2020 approving Budget Amendment Number 20.034, which appropriates $2,450,000 from the City of South San Francisco's Housing Asset Fund (Fund 241) for a developer loan to ROEM Development Corporation for the development of 46 Below Market Rate units and one managers unit at 201-219 Grand Avenue. Motion — Councilmember Nagales/Second — Councilmember Nicolas: To approve Resolution No. 33-2020, by roll call vote: AYES: Councilmembers Nagales and Nicolas, Vice Mayor Addiego and Mayor Garbarino; NAYS: Councilmember Matsumoto; ABSENT: None; ABSTAIN: None. 5f. Resolution No. 34-2020 approving Budget Amendment Number 20.033, which appropriates $1,050,000 of the City of South San Francisco's Housing Trust Fund (Fund 205) as a loan to ROEM Development Corporation for the development of 36 Below Market Rate units and one managers unit at 418 Linden Avenue. Motion — Councilmember Nicolas/Second — Councilmember Nagales: To approve Resolution No. 34-2020, by roll call vote: AYES: Councilmembers Nagales and Nicolas, Vice Mayor Addiego and Mayor Garbarino; NAYS: Councilmember Matsumoto; ABSENT: None; ABSTAIN: None. Meeting Recessed: 9:21 p.m. Meeting Resumed: 9:29 p.m. ADMINISTRATIVE BUSINESS 6. Report regarding Resolution No. 35-2020 of the City Council of the City of South San Francisco proclaiming a local State of Emergency related to the Novel Coronavirus 2019 (COVID-19). (Sharon Ranals, Assistant City Manager) Assistant City Manager Ranals presented the report and indicated that both the State of California and the County of San Mateo issued emergency declarations regarding the Novel Coronavirus (COVID-19) epidemic. She indicated that Chapter 2.72 of the South San Francisco Municipal Code provides the authority for Council to declare a local emergency in response to conditions of extreme peril to the safety of persons and property in South San Francisco. The declaration of local emergency could assist with receiving mutual aid resources from the State of California and neighboring jurisdictions to assist South San Francisco in containing the spread of COVID-19. The Governor proclaimed a State of Emergency and requested a Presidential Declaration; the City of South San Francisco could be eligible for cost recovery funds related to response to the COVID-19 outbreak. Councilmember Nagales inquired on the status of the Emergency Rental Assistance Program due to COVID-19 pandemic workforce impacts. Deputy Director of Economic and Community Development Selander indicated that the contract is under final review with a request to expedite funding. Assistant City Manager Ranals apprised Council on the leadership efforts to draft Continuity of Operations for .their respective department to support both full-time and part-time staff. Human Resources Director Lockhart indicated that under State law, all government employees are declared Disaster Service Workers who can be called upon an emergency, however, the process requires consideration and extensive planning. City Attorney Woodruff informed the Council that all departments are working collaboratively. REGULAR CITY COUNCIL MEETING MARCH 11, 2020 MINUTES PAGE 7 Vice Mayor Addiego expressed his admiration to see the Administration working together to protect the City's workforce. Motion—Councilmember Matsumoto/Second--Councilmember Nicolas: to approve Resolution No. 35-2020. Unanimously approved by roll call vote. 7. Report regarding a Fleet Procurement Policy as it relates to Electric Vehicles (Dave Bockhaus, Deputy Director of Public Works) Deputy Director Bockhaus presented the proposed Fleet Procurement Policy relating to Electric Vehicles. He indicated that the San Mateo County Civil Grand Jury report summarized the Grand Jury's survey of the state of electric vehicles in the fleets of San Mateo County and the 20 cities within its boundaries. The report explored the Climate Action Plans of each jurisdiction and assessed whether the CAP addresses electric vehicles and the conversion of municipal fleets to all - electric with four recommendations; staff explored options. Councilmember Matsumoto shared discussions with City Manager Futrell about transitioning fleet to zero -emission vehicles to protect the environment. She indicated that the City must begin to transition to electric vehicles and suggested gradual increments beginning with hybrid vehicles. Vice Mayor Addiego expressed his support of all -electric fleet, however, the change must come during the right time, considering cost and environmental impacts. Deputy Director Bockhaus appraised Council on the status of the current fleet inventory and indicated that since 2016 the City has not replaced the fleet. Taking into consideration the Grand Jury report staff will replace the City Manager's vehicle with a hybrid and consider domestically manufactured electric -vehicles to update the vehicle fleet and the City's Administration Instruction Section III No.6 Vehicle Replacement, Upgrade, and Additions to the Fleet Policy. A recommendation to Council will be forthcoming. Councilmember Matsumoto inquired about a City policy requiring the City logo on all fleet vehicles noting that the City Manager and City Council pool car did not have one affixed. Deputy Director Bockhaus indicated all vehicles except executive staff and Police Department unmarked vehicles carry a City logo. 8. Study Session regarding conceptual program guidelines for an Employee Down Payment Assistance Program. (Nell Selander, Deputy Director Economic & Community Development Department) Item rescheduled to a future Study Session date. 9. Report regarding an ordinance adding Chapter 8.72 to the South San Francisco Municipal Code Title 8 regulating the use of disposable food service ware by food facilities. (Christina Fernandez, Assistant to the City Manager) Assistant to the City Manager Fernandez presented the report and indicated that City of South San Francisco is committed to sustainability, environmental preservation, and reducing greenhouse gas emissions. The City's Green Food Packaging ordinance adopted in 2008 prohibits food vendors from dispensing prepared food to customers in disposable food service ware made from REGULAR CITY COUNCIL MEETING MARCH 11, 2020 MINUTES PAGE 8 polystyrene. (SSFMC Chapter 8.60). Effective April 22, 2013, the City adopted a reusable bag ordinance that prohibited the use of single use carryout bags at retail stores. It required retailers to charge customers for recycled paper bags and reusable bags at point of sale. (SSFMC Chapter 8.64) In 2014, the City adopted the City's Climate Action Plan to meet the City's goals to reduce energy usage and greenhouse gas emissions communitywide. In 2016, the City joined Peninsula Clean Energy, which gives residents and businesses the option to purchase energy from renewable sources. She indicated that South San Francisco encourages residents and businesses to participate in various transit options including the Free South City Shuttle service and SCOOP, the commute app. In March 2019, the City of South San Francisco began to explore the prohibition of plastic food service ware, specifically plastic straws provided by restaurants and fast food establishments. At a Special City Council on April 9, 2019, the City Council provided staff direction to continue to explore banning plastic straws and other food service ware from restaurants and fast food restaurants. Council directed staff to reach out to the business community regarding the potential ban of plastic straws. Of the three initiatives, plastic food service ware received the least amount of resistance from restaurants and the California Restaurant Association. The California Restaurant Association expressed concerns that plastic straws should be made readily available for customers (e.g. at dispensers on counters). The proposed Disposable Food Service Ware Ordinance includes Accessories (e.g., straws, stirrers, cup spill plugs, condiment packets, utensils, napkins, etc.) provided to consumers only upon request or at self -serve stations/dispensers. Plastics not allowed include traditional plastics and compostable plastics (aka bioplastics, PLA). Acceptable materials are natural fiber -based (e.g., paper, wood, bamboo, sugarcane, wheat stalk, hay, etc.). Exemptions include aluminum, plastic straws for medical accommodations (upon request) and if no reasonably feasible alternative exists. Councilmember Nagales inquired if drive-through restaurants would also be required to comply. Assistant to the City Manager Fernandez indicated that establishments would have to provide fiber straws with a minimal amount of plastic straws on hand and available upon request. She provided an overview of outreach efforts to raise awareness amongst local merchants, but if approved, the ordinance would go into effect 30 days after adoption with operation and enforcement implemented one year after adoption. Vice Mayor Addiego expressed his concern noting that some retailers are not complying with the reusable bag ordinance. Assistant to the City Manager Fernandez indicated that staff would increase outreach efforts to gain compliance. Motion---Councilmember Matsumoto/Second—Councilmember Nagales: to waive reading and introduce an ordinance adding Chapter 8.72 to the South San Francisco Municipal Code Title 8 regulating the use of disposable food service ware by food facilities. Unanimously approved by roll call vote. ITEMS FROM COUNCIL – COMMITTEE REPORTS AND ANNOUNCEMENTS None REGULAR CITY COUNCIL MEETING MARCH 11, 2020 MINUTES PAGE 9 CLOSED SESSION Entered into Closed Session: 10: 09 p. m. 11. Conference with Legal Counsel - Existing Litigation (Government Code Section 54956.9(d)(1)) Name of Case: Kashiwa Fudosan America, Inc. v. City of South San Francisco San Mateo County Superior Court Case Number: 18 -CIV -01728 Resumed from Closed Session: 10:23 p. m. Report out of Closed Session by Mayor Garbarino: The City Council approved a settlement agreement that provides for the payment of a portion of plaintiff's attorneys' fees, entry of a final judgment, and dismissal of the case with prejudice. ADJOURNMENT Being no further business Mayor Garbarino adjourned the meeting at 10:23 p.m. Respectfully submitted by: osa Govea Acosta, CMC, CPMC City Clerk Approved by the City Council Approved by: Richard Garbarino Mayor REGULAR CITY COUNCIL MEETING MARCH 11, 2020 MINUTES PAGE 10 . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-227 Agenda Date: 5/13/2020 Version: 1 Item #: 6. Report regarding a resolution approving the Third Amendment to the Disposition and Development Agreement with Hisense REUS, LLC for the development of the properties located at 200 Linden and 212-216 Baden Avenue and authorizing the City Manager to execute the amendment. (Julie Barnard, Economic Development Coordinator) RECOMMENDATION Staff recommend that the South San Francisco City Council adopt a resolution approving the Third Amendment to the Disposition and Development Agreement with Hisense REUS, LLC for the development of the properties located at 200 Linden and 212-216 Baden Avenue and authorizing the City Manager to execute the amendment. BACKGROUND/DISCUSSION In October 2017, the City of South San Francisco ("the City") entered into a Disposition and Development Agreement ("DDA") with Hisense REUS, LLC ("the developer" or "Hisense") for the development of 97 condominium units (including 19 Below Market Rate units) ("the Project") at 200 Linden and 212-216 Baden Avenue ("the site"). Pursuant to the DDA, the developer is obligated to complete the Project 18 months following the commencement of construction. Hisense began construction on November 14, 2018 with the expected completion date of May 2020. Due to the heavy rain, soil contamination clean-up and complications relating to PG&E's implementation of California Public Utilities Commission Rule 20 (which relate to utility undergrounding and related issues), the project's schedule has been impacted by delays of six to seven months. To this end, in February 2020, Hisense requested to extend their construction schedule, see Attachment 1. Staff are supportive of the extension because the events causing delays were out of the developer's control. Minor amendments to disposition agreements may be handled administratively which requires the City Manager's approval, however, substantial amendments require consideration and approval by the City Council. The City's practice is that, typically, any extensions to performance schedules that are six months or greater, are considered a substantial amendment. Therefore, Hisense's current seven-month extension request requires City Council review and approval. Given the current and future impacts of COVID-19, staff recommends the City Council consider extending the agreement by seven months initially, but to also allow one additional six-month extension, to be granted administratively at the discretion of the City Manager. Hisense's current construction schedule anticipates the Project being completed by December 2020. FISCAL IMPACT The approval of this amendment will have no impact on City funds. The developer has provided $3,000 cost recovery deposit to cover staff time and expenses and the City Attorney costs for the processing of this City of South San Francisco Page 1 of 2 Printed on 5/8/2020 powered by LegistarTM File M 20-227 Agenda Date: 5/13/2020 Version: 1 Item M 6. amendment. CONCLUSION Staff recommend that the City Council adopt a resolution approving the Third Amendment to the Disposition and Development Agreement with Hisense REUS, LLC extending the construction schedule by seven months, with one additional six-month administrative extension. Attachment 1: Hisense extension to Schedule of Performance request (February 25, 2020) City of South San Francisco Page 2 of 2 Printed on 5/8/2020 powered by LegistarTM Hisense February 25, 2020 City of South San Francisco c/o Julie Barnard 400 Grand Ave South San Francisco, CA 94080 via electronic email RE: 200 Linden Avenue project Julie, Hisense is requesting a DDA Extension of Time as a result of unusually severe weather, unforeseen soil conditions, and PG&E Rule 20 underground conversion work. Subsequently, these issues directly impacted the progress of construction and the corresponding baseline schedule. Although we are committed to finding ways to reduce the impacts of these delays, the project is currently projected to have TCO by 12/31/2020. The following information outlines a general scope of the revised schedule: Activity Name Completion Date Structural Concrete Flooring March 2020 Interior Structural Framing June 2020 Interior Unit Drywall August 2020 Exterior Skin October 2020 Interior Unit Finishes November 2020 TCO December 2020 If further information is needed, please contact me. Yours , Ken C ui� o 'D q" - o Oq _ O_ NiSENSE REUS. LLC Atld 235 Gond Avenue, Sutle 201, Somh San F,anunm. CA 90080 Tel +1650 873 27H P.O. Box 711 (City Hall, 400 •. City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-228 Agenda Date: 5/13/2020 Version: 1 Item #: 6a. Resolution approving the Third Amendment to the Disposition and Development Agreement with Hisense REUS, LLC for the development of the properties located at 200 Linden and 212-216 Baden Avenue and authorizing the City Manager to execute the amendment WHEREAS, in October 2017, the City of South San Francisco ("City") entered into a Disposition and Development Agreement ("DDA") with Hisense REDS, LLC ("Developer") for the development of 97 condominium units (including 19 Below Market Rate units) ("the Project") at 200 Linden and 212-216 Baden Avenue ("the Site"); and, WHEREAS, pursuant to the DDA, Developer is obligated to complete the Project 18 months following the commencement of construction; and, WHEREAS, Hisense commenced construction on November 14, 2018 and should complete construction by May 2020; and WHEREAS, the Project has experienced delays from of six to seven months caused by heavy rain, soil contamination clean-up and complications relating to PG&E's implementation of California Public Utilities Commission Rule 20, the Project will not be complete by May 2020; and, WHEREAS, Hisense have requested an amendment to the DDA which will extend the construction schedule by seven months; and, WHEREAS, staff supports the request because the delays were out of Developer's control; and, WHEREAS, due to current and future impacts of COVID-19, staff recommends the DDA be extended by seven months and also include an option for one additional six-month extension, to be granted administratively at the discretion of the City Manager. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council does hereby resolve as follows: 1. The foregoing recitals are true and correct and made a part of this Resolution. 2. The proposed actions in this Resolution are consistent with the Long Range Property Management Plan. 3. The Third Amendment to the Disposition and Development Agreement, attached hereto as Exhibit A and incorporated herein, is hereby approved. City of South San Francisco Page 1 of 2 Printed on 5/14/2020 powered by LegistarTM File #: 20-228 Agenda Date: 5/13/2020 Version: 1 Item #: 6a. 4. The City Manager, or his designee, is authorized to execute the Third Amendment to the Disposition and Development Agreement, attached hereto as Exhibit A and incorporated herein, and execute any necessary documents related to the Third Amendment to the Disposition and Development Agreement. 5. The City Manager, or his designee, is authorized take any and all other actions necessary to implement this intent of this Resolution, subject to approval as to form by the City Attorney. Exhibit A - Third Amendment to the Disposition and Development Agreement City of South San Francisco Page 2 of 2 Printed on 5/14/2020 powered by LegistarTM THIRD AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT This Third Amendment to the Disposition and Development Agreement ("Third Amendment") is entered into effective as of , 2020 ("Effective Date") by and between the City of South San Francisco, a municipal corporation ("City") and Hisense REDS, LLC, a California limited liability company ("Developer"). City and Developer are hereinafter collectively referred to as the "Parties." RECITALS A. The City of South San Francisco is the owner of certain real property located in the City of South San Francisco, California, known as County Assessor's Parcel Numbers ("APN") 012-334-130 (200 Linden Avenue), 012-334-160 (216 Baden Avenue), 012-334-040 and 012-334-030 (212 Baden Avenue), as more particularly described in Exhibit A to the DDA (the "Property"). B. On September 6, 2017, the City Council adopted Resolution No. 104a-2017, approving a Disposition and Development Agreement between the City and Hisense REUS, LLC ("DDA") for the development of 97 residential condominium units and approximately 6,200 square feet of commercial retail space on the Property ("Project"), as more specifically described in the Project entitlements. C. On June 27, 2018, Developer and City agreed to amend the DDA and entered into the First Amendment to the DDA. D. On September 27, 2018, Developer and City agreed to further amend the DDA and entered into the Second Amendment to the DDA. NOW, THEREFORE, in consideration of the mutual covenants and promises of the parties herein contained, the City and Developer agree as follows: AMENDMENT TO AGREEMENT 1. Recitals. The foregoing recitals are true and correct and hereby incorporated herein. 2. Defined Terms. All capitalized terms not defined herein shall have the meanings ascribed to them in the DDA. 3. Section 2 of Exhibit B, Memorandum of Disposition and Development Agreement. Section 2 of Exhibit B to the DDA is hereby amended to read as follows with additions in double underline and deletions in stfilethr-eiigk: 2. Schedule for Construction. Among other conditions, the DDA provides that, by not later- than within sixty (60) days fellowing the eeiweyanee of the Pr-epef�y to Developer-, and in no eventlater- t Ame 30, 20 4 December 15, 2018 (unless such date is extended by mutual agreement of the Parties), Developer shall commence construction of the Project on the Property and shall complete construction of the Project withi eighteen ( 8) months folio i - o neement of eo,,st..,,etio,, in no event later than December 31, 2020 (unless such date is extended by mutual agreement of the Parties or pursuant to one additional six (6) month extension by the mutual agreement of Developer and the City Manager in writing). The Project will be subject to certain maintenance obligations pursuant to the terms of the DDA and an Affordable Housing Agreement, which shall be executed by City and Developer and recorded in Official Records of San Mateo County substantially concurrently herewith. 4. Exhibit D, Development Schedule. Exhibit D to the DDA is hereby amended to read as follows with additions in double underline and deletions in stfikethr-oug : Deadline Obligation 60 days from DDA execution City Council approves all entitlements for the Project 60 days from entitlements Open Escrow 60 days from entitlements Demo and grading permit submitted to City 60 days from entitlements First draft of Financing Plan submitted to City 180 days from entitlements Building permit submittal 5 days before Close of Escrow Final Financing Plan (includes final proforma and funding sources Final Construction Contract Executed Developer to provide construction contract, evidence of insurance, performance and payment bonds, Permits Bonds, guarantees etc. payment of 1/2 permit and impact fees Close of Escrow 10 days after City determines that CDs are 90% complete Within 60 days following Closing-Dati-e-No Developer to commence Project construction later than December 15, 2018 Within 18 months following pr-oj e Developer to Complete Project Construction eens4uetiea eemmeneement No later than December 31, 2020 (unless such date is extended by mutual agreement of the Parties or pursuant to one additional six (6) month extension by the mutual agreement of Developer and the City Manager in writing) 2 5. Enforced Delay — COVID-19. The Parties acknowledge that, as of the Effective Date, California and San Mateo County orders and declarations ("Pandemic Orders") have been issued relating to the COVID-19 pandemic. While these Pandemic Orders currently permit Project construction to continue and other pandemic -related impacts have not resulted in Project construction delay, it is difficult to predict at this time how and to what extent further Pandemic Orders or other pandemic -related impacts such as global supply chain effects on materials may affect each Party's ability to perform its obligations under the DDA. Therefore, the Parties acknowledge and agree that Developer is not obligated to provide notice to City pursuant to Section 11.2 of the DDA of an enforced delay event at this time. However, should further Pandemic Orders or pandemic -related impacts affect Developer's ability to perform its obligations under the DDA, Developer shall have thirty (30) days from the date of that event to notify City of the enforced delay pursuant to Section 11.2 of the DDA and the City shall have ten (10) days to potentially reject such notice after receipt. 6. Effect of Third Amendment. Except as expressly modified by this Third Amendment, the DDA, First Amendment and Second Amendment shall continue in full force and effect according to its terms, and Developer and City hereby ratify and affirm all their respective rights and obligations under the DDA, including but not limited to Developer's indemnification obligations as set forth in Section 10.1 of the DDA. In the event of any conflict between the Third Amendment and the Second or First Amendment or the DDA, the provisions of this Third Amendment shall govern. 7. Binding Agreement. This Third Amendment shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, and assigns of each of the parties hereto. Any reference in this Third Amendment to a specifically named party shall be deemed to apply to any successor, administrator, executor, or assign of such party who has acquired an interest in compliance with the terms of this Third Amendment or under law. 8. Counterparts. This Third Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute the same document. 9. California Law. This Third Amendment shall be governed by and interpreted in accordance with the laws of the State of California. 10. Invalidity. Any provision of this Third Amendment that is determined by a court of competent jurisdiction to be invalid or unenforceable shall be deemed severed from this 3 Third Amendment, and the remaining provisions shall remain in full force and effect as if the invalid or unenforceable provision had not been a part hereof. 11. Headings. The headings used in this Third Amendment are for convenience only and shall be disregarded in interpreting the substantive provisions of this Third Amendment. SIGNATURES ON FOLLOWING PAGES M IN WITNESS WHEREOF, this Third Amendment has been entered into by and between Developer and City as of the date and year first above written. CITY By: City Manager ATTEST: By: City Clerk APPROVED AS TO FORM: By: City Attorney DEVELOPER: Hisense REUS, LLC, A California limited liability company By: Its: Managing Member 3510042.1 P.O. Box 711 (City Hall, 400 • City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-279 Agenda Date: 5/13/2020 Version: 1 Item #: 7. Staff report regarding adoption of a resolution approving the California Governor's Office of Emergency Services Form 130 in order to pursue state financial assistance. (Christina Fernandez, Assistant to the City Manager and Heather Enders, Management Analyst II) RECOMMENDATION It is recommended City Council adopt a resolution approving the California Governor's Office of Emergency Services Form 130, which designates agents by title authorized to execute applications for and on behalf of the City of South San Francisco, in order to pursue state financial assistance under Public Law 93-288 as amended by the Robert T. Stafford Disaster Relief and Emergency Services Assistance Act of 1988, and/or the California Disaster Assistance Act. Once adopted, the resolution and names of those currently filling the positions will be submitted to the California Governor's Office of Emergency Services. BACKGROUND/DISCUS SION The California Governor's Office of Emergency Services (Cal OES) responds to and aids in the recovery from emergencies within the State of California under the authorities of the California Emergency Services Act (ESA), the California Disaster Assistance Act (CDAA), the federal Robert T. Stafford Disaster Relief and Emergency Assistance Act (Stafford Act), and other legislation. Within Cal OES, the Recovery Section is responsible for managing disaster recovery and providing assistance to local governments, special districts, certain nonprofit organizations, individuals, businesses and agricultural communities impacted by disasters. The Recovery Section ensures state and federal support are provided in an efficient and timely manner throughout the recovery process. The Recovery Section acts as the grantee for federally funded disaster assistance programs, as grantor for the state CDAA program, and coordinates recovery assistance for individuals, businesses, and the agricultural community. The Recovery Section provides technical support to reduce the costs and streamline the process of future recovery efforts. Additionally, the Recovery Section ensures proposed recovery projects are reviewed for environmental concerns and historical preservation activities are considered. CalOES Form 130 designates city representatives to submit for state reimbursement under Public Law 92-288 as amended by the Robert T. Stafford Disaster Relief and Emergency Assistance Act of 1988 and assistance under the California Disaster Assistance Act (CDAA). Without this designation, the City would be unable to submit for reimbursement disaster related activities. Staff request the City Council approve the resolution designating Assistant City Manager, Management Analyst II, and Emergency Services Manager, as authorized agents to submit for state reimbursement. CalOES Form 130 also authorizes designated city representatives to request reimbursement for a specific disaster, or for all open and future disasters up to three (3) years following the date of approval. Therefore, staff also request that the CalOES Form 130 authorization be a universal resolution that is effective for all open and future disasters up to three (3) years following the date of approval. City of South San Francisco Page 1 of 2 Printed on 5/8/2020 powered by LegistarTM File M 20-279 Agenda Date: 5/13/2020 Version: 1 Item M 7. FISCAL IMPACT If authorized, the City may receive state financial assistance for disaster related activities. RELATIONSHIP TO STRATEGIC PLAN Approval of CalOES Form 130 is a statutory requirement for acceptance of state financial assistance. CONCLUSION It is recommended City Council adopt a resolution approving the California Governor's Office of Emergency Services Form 130, which designates agents by title authorized to execute applications for and behalf of the City of South San Francisco, in order to pursue state financial assistance under Public Law 93-288 as amended by the Robert T. Stafford Disaster Relief and Emergency Services Assistance Act of 1988 and the California Disaster Assistance Act. Once adopted, the resolution and names of those currently filling the positions will be submitted to the California Governor's Office of Emergency Services. Attachment: 1. CalOES Form 130 City of South San Francisco Page 2 of 2 Printed on 5/8/2020 powered by LegistarTM STATE OF CALIFORNIA GOVERNOR'S OFFICE OF EMERGENCY SERVICES Cal OES ID No: Cal OES 130 DESIGNATION OF APPLICANT'S AGENT RESOLUTION FOR NON -STATE AGENCIES BE IT RESOLVED BY THE City Council OF THE City of South San Francisco (Governing Body) (Name of Applicant) THAT Christina Fernandez, Assistant to the City Manager OR (Title of Authorized Agent) Heather Enders, Management Analyst I I , OR (Title of Authorized Agent) Kenneth Anderson, Sr., Emergency Services Manager (Title of Authorized Agent) is hereby authorized to execute for and on behalf of the South San Francisco a public entity (Name of Applicant) established under the laws of the State of California, this application and to file it with the California Governor's Office of Emergency Services for the purpose of obtaining certain federal financial assistance under Public Law 93-288 as amended by the Robert T. Stafford Disaster Relief and Emergency Assistance Act of 1988, and/or state financial assistance under the California Disaster Assistance Act. THAT the City of South San Francisco a public entity established under the laws of the State of California, (Name of Applicant) hereby authorizes its agent(s) to provide to the Governor's Office of Emergency Services for all matters pertaining to such state disaster assistance the assurances and agreements required. Please check the appropriate box below: ❑■ This is a universal resolution and is effective for all open and future disasters up to three (3) years following the date of approval below. ❑This is a disaster specific resolution and is effective for only disaster number(s) Passed and approved this I Rosa Govea Acosta (Name) City of South San Francisco of 20 (Name and Title of Governing Body Representative) (Name and Title of Governing Body Representative) (Name and Title of Governing Body Representative) CERTIFICATION duly appointed and City Clerk (Title) of do hereby certify that the above is a true and correct copy of a (Name of Applicant) Resolution passed and approved by the City Council (Governing Body) on the day of , 20_. (Signature) Cal OES 130 (Rev.9/13) Page 1 of the City of South San Francisco (Name of Applicant) (Title) STATE OF CALIFORNIA GOVERNOR'S OFFICE OF EMERGENCY SERVICES Cal OES 130 - Instructions Cal OES Form 130 Instructions A Designation of Applicant's Agent Resolution for Non -State Agencies is required of all Applicants to be eligible to receive funding. A new resolution must be submitted if a previously submitted Resolution is older than three (3) years from the last date of approval, is invalid or has not been submitted. When completing the Cal OES Form 130, Applicants should fill in the blanks on page 1. The blanks are to be filled in as follows: Resolution Section: Governing Body: This is the group responsible for appointing and approving the Authorized Agents. Examples include: Board of Directors, City Council, Board of Supervisors, Board of Education, etc. Name of Applicant: The public entity established under the laws of the State of California. Examples include: School District, Office of Education, City, County or Non-profit agency that has applied for the grant, such as: City of San Diego, Sacramento County, Burbank Unified School District, Napa County Office of Education, University Southern California. Authorized Agent: These are the individuals that are authorized by the Governing Body to engage with the Federal Emergency Management Agency and the Governor's Office of Emergency Services regarding grants applied for by the Applicant. There are two ways of completing this section: 1. Titles Only: If the Governing Body so chooses, the titles of the Authorized Agents would be entered here, not their names. This allows the document to remain valid (for 3 years) if an Authorized Agent leaves the position and is replaced by another individual in the same title. If "Titles Only" is the chosen method, this document must be accompanied by a cover letter naming the Authorized Agents by name and title. This cover letter can be completed by any authorized person within the agency and does not require the Governing Body's signature. 2. Names and Titles: If the Governing Body so chooses, the names and titles of the Authorized Agents would be listed. A new Cal OES Form 130 will be required if any of the Authorized Agents are replaced, leave the position listed on the document or their title changes. Governing Body Representative: These are the names and titles of the approving Board Members. Examples include: Chairman of the Board, Director, Superintendent, etc. The names and titles cannot be one of the designated Authorized Agents, and a minimum of two or more approving board members need to be listed. Name and Title: This is the individual that was in attendance and recorded the Resolution creation and approval. Examples include: City Clerk, Secretary to the Board of Directors, County Clerk, etc. This person cannot be one of the designated Authorized Agents or Approving Board Member (if a person holds two positions such as City Manager and Secretary to the Board and the City Manager is to be listed as an Authorized Agent, then the same person holding the Secretary position would sign the document as Secretary to the Board (not City Manager) to eliminate "Self Certification." Cal OES 130 (Rev. 9/13) Page 2 . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-285 Agenda Date: 5/13/2020 Version: 1 Item #: 7a. Resolution approving the California Governor's Office of Emergency Services Form 130 in order to pursue state financial assistance under the Robert T. Stafford Disaster Relief and Emergency Assistance Act of 1988 and the California Disaster Assistance Act. WHEREAS, the City of South San Francisco remains committed to the economic recovery of our residents, businesses, and community; and WHEREAS, the City of South San Francisco continues to seek mutual aid and public assistance from state and federal sources; and WHEREAS, the California Governor's Office of Emergency Services ("CalOES") requires the designation of an agent to execute and submit documentation in order to request state financial assistance under Public Law 93 -288 as amended by the Robert T. Stafford Disaster Relief and Emergency Assistance Act of 1988, and/or state financial assistance under the California Disaster Assistance Act; and WHEREAS, the City of South San Francisco must designate whether the resolution is a disaster specific resolution, or is effective for all open and future disasters up to three (3) years following the date of approval; NOW THEREFORE, BE IT RESOLVED THAT the City Council approves CalOES Form 130 Designation of Applicant's Agent Resolution for Non -State Agencies, attached as Exhibit A, designating Assistant City Manager, Management Analyst II, and Emergency Services Manager as authorized agents to execute and submit documentation for and on behalf of the City of South San Francisco in order to seek state financial assistance. BE IT FURTHER RESOLVED THAT this authorization shall be effective for all open and future disasters up to three (3) years following the date of approval. BE IT FURTHER RESOLVED THAT the City Clerk shall prepare a certified copy of the attached CalOES Form 130, which shall be submitted to CalOES. BE IT FURTHER RESOLVED THAT the City Manager or designee is hereby authorized to take any other actions consistent with the intent of this resolution that do not materially increase the City's obligations. City of South San Francisco Page 1 of 1 Printed on 5/14/2020 powered by LegistarTM Exhibit A STATE OF CALIFORNIA GOVERNOR'S OFFICE OF EMERGENCY SERVICES Cal OES ID No: Cal OES 130 DESIGNATION OF APPLICANT'S AGENT RESOLUTION FOR NON -STATE AGENCIES BE IT RESOLVED BY THE City Council OF THE City of South San Francisco (Governing Body) (Name of Applicant) THAT Christina Fernandez, Assistant to the City Manager OR (Title of Authorized Agent) Heather Enders, Management Analyst I I , OR (Title of Authorized Agent) Kenneth Anderson, Sr., Emergency Services Manager (Title of Authorized Agent) is hereby authorized to execute for and on behalf of the South San Francisco a public entity (Name of Applicant) established under the laws of the State of California, this application and to file it with the California Governor's Office of Emergency Services for the purpose of obtaining certain federal financial assistance under Public Law 93-288 as amended by the Robert T. Stafford Disaster Relief and Emergency Assistance Act of 1988, and/or state financial assistance under the California Disaster Assistance Act. THAT the City of South San Francisco a public entity established under the laws of the State of California, (Name of Applicant) hereby authorizes its agent(s) to provide to the Governor's Office of Emergency Services for all matters pertaining to such state disaster assistance the assurances and agreements required. Please check the appropriate box below: ❑■ This is a universal resolution and is effective for all open and future disasters up to three (3) years following the date of approval below. ❑This is a disaster specific resolution and is effective for only disaster number(s) Passed and approved this I Rosa Govea Acosta (Name) City of South San Francisco of 20 (Name and Title of Governing Body Representative) (Name and Title of Governing Body Representative) (Name and Title of Governing Body Representative) CERTIFICATION duly appointed and City Clerk (Title) of do hereby certify that the above is a true and correct copy of a (Name of Applicant) Resolution passed and approved by the City Council (Governing Body) on the day of 120— (Signature) 20_. (Signature) Cal OES 130 (Rev.9/13) Page 1 of the City of South San Francisco (Name of Applicant) (Title) STATE OF CALIFORNIA GOVERNOR'S OFFICE OF EMERGENCY SERVICES Cal OES 130 - Instructions Cal OES Form 130 Instructions A Designation of Applicant's Agent Resolution for Non -State Agencies is required of all Applicants to be eligible to receive funding. A new resolution must be submitted if a previously submitted Resolution is older than three (3) years from the last date of approval, is invalid or has not been submitted. When completing the Cal OES Form 130, Applicants should fill in the blanks on page 1. The blanks are to be filled in as follows: Resolution Section: Governing Body: This is the group responsible for appointing and approving the Authorized Agents. Examples include: Board of Directors, City Council, Board of Supervisors, Board of Education, etc. Name of Applicant: The public entity established under the laws of the State of California. Examples include: School District, Office of Education, City, County or Non-profit agency that has applied for the grant, such as: City of San Diego, Sacramento County, Burbank Unified School District, Napa County Office of Education, University Southern California. Authorized Agent: These are the individuals that are authorized by the Governing Body to engage with the Federal Emergency Management Agency and the Governor's Office of Emergency Services regarding grants applied for by the Applicant. There are two ways of completing this section: 1. Titles Only: If the Governing Body so chooses, the titles of the Authorized Agents would be entered here, not their names. This allows the document to remain valid (for 3 years) if an Authorized Agent leaves the position and is replaced by another individual in the same title. If "Titles Only" is the chosen method, this document must be accompanied by a cover letter naming the Authorized Agents by name and title. This cover letter can be completed by any authorized person within the agency and does not require the Governing Body's signature. 2. Names and Titles: If the Governing Body so chooses, the names and titles of the Authorized Agents would be listed. A new Cal OES Form 130 will be required if any of the Authorized Agents are replaced, leave the position listed on the document or their title changes. Governing Body Representative: These are the names and titles of the approving Board Members. Examples include: Chairman of the Board, Director, Superintendent, etc. The names and titles cannot be one of the designated Authorized Agents, and a minimum of two or more approving board members need to be listed. Name and Title: This is the individual that was in attendance and recorded the Resolution creation and approval. Examples include: City Clerk, Secretary to the Board of Directors, County Clerk, etc. This person cannot be one of the designated Authorized Agents or Approving Board Member (if a person holds two positions such as City Manager and Secretary to the Board and the City Manager is to be listed as an Authorized Agent, then the same person holding the Secretary position would sign the document as Secretary to the Board (not City Manager) to eliminate "Self Certification." Cal OES 130 (Rev. 9/13) Page 2 . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-286 Agenda Date: 5/13/2020 Version: 1 Item #: 8. Report regarding a resolution approving and authorizing the City Manager to execute a Letter of Engagement with Squire Patton Boggs to extend an existing contract for national advocacy and policy services, for a term through June 2021 and for an amount not to exceed $90,000. (Christina Fernandez, Assistant to the City Manager) RECOMMENDATION It is recommended that the City Council authorize the City Manager to execute a Letter of Engagement with Squire Patton Boggs to extend the existing contractual agreement to provide national advocacy and policy services through June 2021 for an amount not to exceed $90,000. BACKGROUND/DISCUSSION Square Patton Boggs has provided the City of South San Francisco with national advocacy and policy services since 2017. The City entered into agreements with the Washington, D.C. firm with the purpose of engaging a federal government relations advocate to assist the City on pending and future federal issues. The initial engagement letter in 2017 is included as Attachment 1 to this report. Since engagement, Squire Patton Boggs has regularly interacted with staff, summarized as follows: • Provided technical assistance and advocacy as the City developed a memorandum of understanding (MOU) with the U.S. Army Corps of Engineers (USACE) relative to sea level rise; the City's sea level rise project is approved by USACE and included in the Water Resources Development Act (WRDA); and any accompanying funding requests are proactively pursued by Squire Patton Boggs for submission. • Regularly provided staff with notice of federal grant funding opportunities with key deadlines and summaries. • Provided summaries of new federal bills and important federal policy positions, including analyses of the President Trump's Infrastructure Plan, Congressional budgets, and the State of the Union address. • Provided advice and research as necessary on federal issues. Ongoing and Future Goals Squire Patton Boggs continues to identify and pursue funding opportunities on behalf of the City. Current and future efforts include: • Federal advocacy for local government financial assistance related to COVID-19. o Squire Patton Boggs provides real time information relating to all federal stimulus packages as it relates to COVID-19 and potential opportunities for financial assistance (e.g. CDBG funding). o Briefs targeted at economic development and financial assistance for small and medium sized businesses impacted by COVID-19. City of South San Francisco Page 1 of 2 Printed on 5/8/2020 powered by LegistarTM File #: 20-286 Agenda Date: 5/13/2020 Version: 1 Item #: 8. o CARES Act information as it relates to potential training/retraining for the unemployed. Continued advocacy on Sea Level Rise work including: o U.S. Army Corps of Engineers - Continuing Authorities Program (CAP) provides the City a grant of $50,000 in order to assist in a Feasibility Study to plan and potentially construct small coastal storm damage reduction projects. o U.S. Army Corps of Engineers - Memorandum of Agreement provides the City with technical assistance in improving flood risk management at Colma and San Bruno Creeks. • Shaping a potential Infrastructure Bill to include assistance to the City in identifying and pursuing funding for capital improvements as it relates to roadways, highways, transit, and wastewater treatment facilities. • Potential designation as an Opportunity Zone, an economic development tool used to spur economic development and job creation through preferential tax treatment. Squire Patton Boggs provides the national advocacy and policy advisory services needed in order to aggressively compete for federal funds. COVID-19 provided four stimulus packages totaling over $4 trillion. While local governments have received minimal relief in the form of CDBG, local government organizations such as the National League of Cities are hopeful that subsequent packages may include some relief for local governments. Squire Patton Boggs continues to keep the City apprised of any opportunities for relief and provides the City with guidance in its pursuit of COVID-19 funding. A draft engagement letter for 2020-2021 is attached as Exhibit A to the accompanying resolution. FISCAL IMPACT Squire Patton Boggs charges a flat rate of $7,500 per month, requiring a total not to exceed the amount of $90,000 including expenses through June 30, 2021. As described in the draft engagement letter, the total contract amount from 2017 to present would amount to $350,000; however, the additional contract amount that the City would incur for this 2020-2021 extension is only $90,000. Funding for this agreement is subject to the City's Fiscal Year 2020-2021 budget process. RELATIONSHIP TO STRATEGIC PLAN Approval of this resolution meets the City's strategic goals of economic vitality and financial stability. CONCLUSION It is recommended that City Council authorize the City Manager to execute a Letter of Engagement with Squire Patton Boggs to extend the existing contractual agreement through June 2021 for an amount not to exceed $90,000. Attachment: 1. Letter of Engagement - 2017 2. Letter of Engagement 2020-21 City of South San Francisco Page 2 of 2 Printed on 5/8/2020 powered by LegistarTM SQUIRE:: PATTON BOGGS April 4, 2017 VIA U.S. MAIL AND EMAIL Mike Futrell City Manager City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Re: Engagement Letter Dear Mr Futrell: Squire Patton Boggs (US) LLP 2550 M Street, NW Washington, D.C. 20037 O +1202 457 6000 F +1202 457 6315 sq uirepattonboggs.com Data: REVIEWED We thank you for the opportunity to represent the City of South San Francisco, California with respect to public policy matters in Congress and the Executive Branch related to the following matters: authorizing and funding a study of sea level rise and monitoring, and potentially assisting with obtaining funding for, Caltrain electrification and the Department of Housing and Urban Development, Community Development Block Grant program. A written engagement agreement is required or recommended by the law of professional ethics in the jurisdictions in which we practice law. The engagement agreement between us consists of this letter and the enclosed Standard Terms and Conditions of Engagement ("Standard Terms"). The engagement agreement is designed to address our responsibilities to each other and to outline for you certain important matters that are best established early as we form an attomey-client relationship with you in this matter. Based on our current understanding of the proposed representation the fee for the representation described in this engagement agreement will be $60,000, plus disbursements in a total not to exceed the amount of $74,000 for 2017. The fees will be billed in monthly installments, along with disbursements, payable within 30 days of the date of each monthly statement. Any of the following alternative methods for acceptance of this engagement agreement will be effective: (i) signing and returning the copy of this letter that is enclosed for that purpose, or (ii) assigning us work, including continuing any previous assignment of work, or (Iii) sending us a letter or e-mail clearly referencing this engagement agreement and agreeing to it. However, even if you accept this engagement agreement by methods (ii) or (iii), we would appreciate it if you would confirm your acceptance by countersigning the enclosed copy of this letter and returning it to me. If you do not agree with one or more of the provisions of the engagement 46 Offices in 21 Countries Squire Patton Boggs (US) LLP is part of the international legal practice Squire Patton Boggs, which operates worldwide through a number of separate legal entities. Please visit squirepattonboggs.com for more Information. 1084485968/1 /AMERICAS SQUIRE: PATTON BOGGS Mike Futrell April 4, 2017 agreement, please contact us so that we can try to address your concerns. If we do not receive a written objection within two weeks, you will be bound by this engagement agreement. (although, as explained in the attached Standard Terms, you can terminate our services at any time). Of course, if you have any questions or concerns regarding the foregoing, please call me. Very Truly Yours, Squire Patton Boggs (US) LLP Jeffr4by Turner Carolina Mederos Letter and Standard Terms Accepted, Including section on "Conflicts of Interest" City of South San Francisco By: - Mike Futrell City Manager fi,proW��fed as fyto fol to Enclosure By:p ;XyAtorney I OW85169/1 /AMERICAS Date: Aprila , 2017 SQUIRE 04 PATTON BOGGS April 24, 2020 VIA EMAIL Mike Futrell City Manager City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Re: Extension of Engagement Letter Dear Mr. Futrell: Squire Patton Boggs (US) LLP 2550 M Street, NW Washington, D.C. 20037 O +1 202 457 6000 F +1 202 457 6315 squ irepattonboggs.com This will confirm our agreement to extend the term of our engagement until June 30, 2021 at the same monthly rate and other terms previously agreed to in our engagement letter dated April 4, 2017. The fee for representation will be $90,000, plus disbursements in a total not to exceed the amount of $110,500 for July 1, 2020 to June 30, 2021 for a total of $350,500. Please confirm the extension by countersigning in the space provided below. Very Truly Yours, Squire Patton Boggs (US) LLP Carolina Mederos Letter and Standard Terms Accepted, including section on "Conflicts of Interest" City of South San Francisco By: Mike Futrell City Manager Enclosure 45 Offices in 20 Countries Date: April_, 2020 Squire Patton Boggs (US) LLP is part of the international legal practice Squire Patton Boggs, which operates worldwide through a number of separate legal entities. Please visit squirepattonboggs.com for more information. 010-9056-6082/1 /AMERICAS SQUIRE'.: PATTON BOGGS The engagement agreement with you includes the accompanying cover letter and, as applicable, any separate Matter Acknowledgment Letter (collectively and individually "Engagement Letter"). It also consists of these additional Terms and Conditions of Engagement applicable worldwide and any Terms and Conditions of Engagement applicable for particular jurisdictions (collectively and individually "Standard Terms and Conditions of Engagement" or "Standard Terms"). The engagement agreement is the means by which you are retaining the Firm (as defined in these Standard Terms) to provide legal services. "You" and "yours" refers to our client(s) defined more fully below in the section entitled WHO IS OUR CLIENT. For your convenience, set forth below are the topics covered in these Standard Terms: TheFirm....................................................1 What Professionals Will Provide the Legal Services? .................................................. 2 Our Services to You...................................2 Who is Our Client?.....................................3 Conflicts of Interest....................................4 Public Policy Practice.................................5 Termination of Representation ...................6 How We Set Our Fees ............................... 7 Other Charges ........................................... 8 Billing Arrangements and Payment Terms. 9 Taxes.......................................................10 Data Protection and Privacy.....................10 Client and Firm Documents ...................... 11 Equality and Diversity...............................11 Disclosure of Your Name .........................11 Squire Patton Boggs Attorney/Client Privilege...................................................12 Severability..............................................12 010-9056-608211 /AMERICAS Primacy....................................................12 Entire Agreement.....................................12 Interpretations..........................................12 Governing Law. Courts and Bar Associations.............................................12 In Conclusion...........................................12 THE FIRM "Squire Patton Boggs" is the collective trade name for an international legal practice comprised of partnerships or other entities authorized to practice law in various nations or other jurisdictions. The "Firm" means Squire Patton Boggs (US) LLP,' Squire Patton Boggs (UK) LLP, 2 Squire Patton Boggs (AU),3 or Squire Patton Boggs (MEA) LLP, 4 and/or an affiliate listed at hftr)s://www.souirei)aftonboaas.com/en/foot er/legal-notices in all cases including the entity or entities lawfully permitted to practice law in the jurisdiction or jurisdictions necessary or appropriate to provide your legal services. Your engagement in this instance is with the Squire Patton Boggs (US) LLP is a limited liability partnership organized under the laws of the State of Ohio, USA. 2 Squire Patton Boggs (UK) LLP (trading as Squire Patton Boggs) is a Limited Liability Partnership registered in England and Wales with number OC 335584 authorised and regulated by the Solicitors Regulation Authority. A list of the members and their professional qualifications is open to inspection at 7 Devonshire Square, London, EC21V! 4YH. 3 Squire Patton Boggs (AU) is a general partnership established under the laws of Western Australia. 4 Squire Patton Boggs (MEA) LLP is a limited liability partnership organized under the laws of Washington, D.C. SQUIRE PATTON BOGGS entity-' which sent you these Standard Terms and, as applicable, with such other Squire Patton Boggs entity or entities necessary or appropriate for your legal services, in which case the entity which sent you these Standard Terms is acting on their behalf. These Standard Terms apply to your relationship with all Squire Patton Boggs entities which provide you services. "We" or "us" or "our' refer not only to the entity sending you these Standard Terms, but also to all Squire Patton Boggs entities unless the context or applicable law requires reference only to the specific entity or entities you contract with. The use of "Squire Patton Boggs" as a trade or business name or brand by all or any of such entities shall not imply that the international legal practice is itself engaged in the provision of legal or other services. For further information please see www.squirepattonboggs.com. This engagement agreement shall apply to all matters for which you might now or in the future request our assistance, unless of course you and we agree in the future to an updated version of this engagement agreement or to a new or revised engagement agreement expressly referring to and superseding this engagement agreement in whole or in part. We encourage you to retain this engagement agreement. WHAT PROFESSIONALS WILL PROVIDE THE LEGAL SERVICES? In most cases one of our lawyers will be your principal contact. From time to time that attorney may delegate parts of your work to other lawyers or to legal assistants 5 Squire Patton Boggs includes partnerships or other entities in a number of different nations. Due to local laws on regulation of the legal profession, the formal legal name may differ in some nations. or nonlegal personnel in the Firm or to outside "contract" personnel. OUR SERVICES TO YOU In our letter that presents these Standard Terms to you, or in a separate Matter Acknowledgement Letter, we will describe the matter or case in which we will be representing you. Unless we agree in writing to expand the scope of our representation, an important part of our engagement agreement is that we are not your counsel in other matters, and you will not rely upon us to provide legal services for matters other than that described in the relevant letter. For example, unless specified in the relevant letter, our representation of you does not include any responsibility for: review of your insurance policies to determine the possibility of coverage relating to this matter; for notification of your insurance carriers about the matter; advice to you about your disclosure obligations under securities laws or any other laws or regulations; or advice on tax consequences. The description of the nature and scope of our services in any letter or e-mail concerning the inception of our engagement is generally made at the beginning of our representation and is sometimes, of necessity, described in broad terms. The actual nature and extent of our representation may be narrower and more precise and is to be determined over the life of the representation by your requests for our legal services and our response based on the letters, e-mails, or other documents exchanged between us. Of course, you and we can enter into an additional engagement agreement for services outside any general description in any letters or e-mails at the beginning of our engagement. If at any time you do not have a clear understanding of the legal services to be provided or if you have questions regarding the scope of our services, we are relying on you to communicate with us. 2 SQUIRE'., PATTON BOGGS We will apply our professional skill, experience and judgment to achieve your objectives in accordance with the honored standards of our profession that all attorneys are required to uphold. However, we cannot guarantee the outcome of any matter. Any expression of our professional judgment regarding your matter or the potential outcome is, of course, limited by our knowledge of the facts and based on the law at the time of expression. It is also subject to any unknown or uncertain factors or conditions beyond our control, including the unpredictable human element in the decisions of those with whom we deal in undertaking your representation. We will comply properly and fully with the duty of confidentiality as described in the rules of professional conduct governing our profession which provide special and stringent protection for ethically protected information concerning our representation of you (hereinafter client "confidential information"). In compliance with such rules on confidential information and this engagement agreement, we will not disclose to any other client or use against you any of your confidential Information and likewise will not disclose to you the confidential information of any other client or use that client's confidential information against it. Your responsibilities to us in each representation that you ask us to undertake include providing full, complete and accurate instructions and other information to us in sufficient time to enable us to provide our services effectively. WHO IS OUR CLIENT? An essential condition of our representation is that our only client is the person or entity identified in the accompanying letter. In the absence of an express identification of our client in the text of the letter, our client is the person or entity to whom the letter is addressed, even though in certain instances the payment of our fees may be the responsibility of others. In situations in which our client is an entity, we have addressed the letter to an authorized representative of the client. Throughout these standard terms, "you" refers to the entity that is our client, not the individual addressed. Unless specifically stated in our letter, our representation of you does not extend to any of your affiliates and we do not assume any duties with respect to your affiliates. You are our only client. Unless we state specifically in our letter, we do not represent a corporate family or other group of which you may be a part, do not represent its members other than you, and do not owe them any duties. For example, if you are a corporation, our representation does not include any of your direct or indirect parents, subsidiaries, sister corporations, partnerships, partners, joint ventures, joint venture partners, any entities in which you own an interest, or, for you or your affiliates, any employees, officers, directors, or shareholders. If you are a partnership or limited liability company, our representation does not extend to the individual partners of the partnership or members of the limited liability company. If you are a joint venture, our representation does not extend to the participants. If you are a trade association, our representation excludes members of the trade association. If you are a governmental entity, our representation does not include other governmental entities, including other agencies, departments, bureaus, boards or other parts of the same government. If you are an individual, our representation does not include your spouse, siblings, or other family members. If you are a trust, you are our only client. The beneficiaries are not our clients, nor is the trustee in any capacity other than as the fiduciary for the particular SQUIRM, PATTON BOGGS trust in our representation. It would be necessary for related parties, including all those listed above, to enter into a written engagement agreement with us much like this one before they would become clients and we would assume duties towards them. You should know that our engagement agreements with a number of other clients have a similar provision. If you provide us with any confidential information of your related parties or any other entities or individuals during our representation of you, we will treat it as your information and maintain its confidentiality in accordance with our duties to you as our client under applicable law, but insofar as applicable law permits us to agree on our respective rights and duties, you are the only party to whom we owe duties regarding such information. Except as specifically agreed by both of us, the advice and communications that we render on your behalf are not to be disseminated to or relied upon by any other parties without our written consent. CONFLICTS OF INTEREST Squire Patton Boggs is international with over half of our lawyers based in Offices outside the United States. Our clients inside and outside the U.S. should understand that this provision is designed to treat all of our clients on the same basis and that the result of this provision is similar to the result otherwise applicable under the professional standards for lawyers in almost all jurisdictions outside the U.S. (and under the Texas Disciplinary Rules of Professional Conduct). Since our legal practice began over 100 years ago, thousands of corporations, other businesses, individuals, governmental bodies, trusts, estates, and other clients have asked our lawyers to represent them, in many cases in large and usual matters. With over 10,000 current clients, you should understand that during the course of our representation of you we may represent any other client in any kind of matter; you should not assume any exceptions. Information on the nature of our clients and practice is available upon request and on the internet. An advantage to proceeding with our representation of you may be the services of specific individuals, or of a large team, or of a special nature, or in particular jurisdictions. We understand and agree that this is not an exclusive agreement, and you are free to retain any other counsel of your choosing in this and other matters. We commit that the lawyers who are personally working for you will not work for any other client adverse to you throughout the representation unless you agree otherwise. Further, throughout the representation we commit that our other lawyers shall not represent any other client with interests materially and directly adverse to your interests in this matter or in any other matter (i) which is substantially related to our representation of you or (ii) where there is a reasonable probability that confidential information you furnished to us could be used to your material disadvantage, including by examining or cross-examining your personnel, unless you agree otherwise. Finally, we commit that after the representation has ended, unless you agree otherwise, the lawyers who have personally worked for you shall not represent any other client with interests materially and directly adverse to your interests in this matter or in any other matter (i) which is substantially related to their representation of you or (ii) where there is a reasonable probability that confidential information you furnished to them could be used to your material disadvantage, including by examining or cross-examining your personnel, unless you agree otherwise. You agree that these commitments entirely replace any rule that might otherwise treat approximately 1,500 lawyers with Squire Patton Boggs as one lawyer for conflicts SQUIRE:: PATTON BOGGS purposes and any imputation or vicarious treatment of knowledge or conflicts among all lawyers in Squire Patton Boggs. For further explanation of the provision being replaced see https://www.americanbar.orQtgroups/profess Tonal responsibility/publications/model rule s of professional conduct/rule 1 10 imput ation of conflicts of interest general rule. html including Comment ¶ [2]. For explanation of "substantially related" matters see hftps://www.americanbar.orqtciroups/profess ional responsibility/publications/model rule s of professional conduct/rule 1 9 duties of former clients.html especially Comment ¶ [3]. You understand and agree that, consistent with those commitments, we are free to represent other clients, including clients whose interests conflict with your interests in litigation, business transactions, negotiations, alternative dispute resolution, administrative proceedings, discovery disputes, or other legal matters. Our lawyers value their individual professional independence and you also agree that the interests of other clients represented by our other lawyers will not create a material limitation on your representation by the lawyers who personally represent you. For further explanation of "material limitations" see hftps://www.americanbar.org/groups/profess ional responsibility/publications/model rule s of professional conduct/rule 1 7 conflic t of interest current clients/comment on r ule 1 7.html especially Comment [8]. You agree that a precondition to our forming an attorney/client relationship with you and undertaking your representation is your agreement that our representation of you will not prevent or disqualify us from representing clients adverse to you in other matters and that you consent in advance to our undertaking such adverse representations, subject to the exceptions and commitments explicitly set forth above. Please let us know if you would like to discuss excluding particular parties or matters from your agreement. Our agreements and yours are effective immediately. In similar engagement agreements with a number of our other clients, we have asked for similar agreements to preserve our ability to represent you. PUBLIC POLICY PRACTICE Among the wide array of legal services that we provide to clients in particular representations in many but not all nations, States, and other jurisdictions around the world in compliance with their law are representations with respect to the legislative, executive, administrative and other functions of governments (herein "public policy" representations). We have a public policy practice in business regulation, defense, energy, resources and environmental matters, financial services, food and drug, domestic and international trade, health care, taxation, transportation, and numerous other areas affected by government action. Information on the extensive scope of our public policy practice, the other areas in which we offer legal services, and the large number and diversity of our clients is available on request or on the internet. Given the breadth of our public policy practice, in agreeing to our representation of you, you should not discount the possibility that our representation of other clients in public policy matters at present or in the future might adversely affect your interests, directly or indirectly, or might be deemed to create a material limitation on our representation of you. A precondition to our forming an attorney/client relationship with you and undertaking your representation is your agreement that so long as such public '47 SQUIRE- PATTON BOGGS policy representations are not substantially related to our representation of you and do not involve the use of material ethically protected client information to your disadvantage, the scope of the public policy representations that we can provide to existing or new clients will not be diminished in any respect by our undertaking our representation of you even if there would otherwise be a conflict. Agreement by our other clients to an analogous waiver may protect the scope of legal services that we can provide for you. TERMINATION OF REPRESENTATION You may terminate our representation at any time, with or without cause, upon written notice to us. After receiving such notice, or upon our termination of the representation as permitted by applicable ethical and/or court rules, we will cease to render services to you as soon as allowed by such rules, which may include court approval of our withdrawal from litigation. Termination of our services will not affect your responsibility for payment of legal services rendered and other charges incurred both before termination and afterwards in connection with an orderly transition of the matter, including fees and other charges arising in connection with any transfer of files to you or to other counsel, and you agree to pay all such amounts in advance upon request. You agree that the Firm has the right to withdraw from its representation of you if continuing the representation might preclude the Firm's or any other Squire Patton Boggs entity's continuing representation of existing clients on matters adverse to you or if there are any circumstances even arguably raising a question implicating professional ethics, for example, because a question arises about the effectiveness or enforceability of this engagement agreement, or a question arises about conduct addressed by it, or an apparent conflict is thrust upon the Firm or any other Squire Patton Boggs entity by circumstances beyond its reasonable control, such as by a corporate merger or a decision to seek to join litigation that is already in progress, or there is an attempt to withdraw consent. In any of these circumstances, you agree that we would have the right to withdraw from the representation of you. Regardless of whether you or we terminate the representation, we would (with your agreement) assist in the transition to replacement counsel by taking reasonable steps in accordance with applicable ethical rules designed to avoid foreseeable prejudice to your interests as a consequence of the termination. You agree that regardless of whether you or we terminate the representation (A) we would be paid by you for the work performed prior to termination; (B) our representation of you prior to any termination would not preclude the Firm or any other Squire Patton Boggs entity from undertaking or continuing any representation of another party; and (C) as a result of the Firm's or any other Squire Patton Boggs entity's representation of another party you would not argue or otherwise use our representation of you prior to any termination to contend that the Firm or any other Squire Patton Boggs entity should be disqualified. When we complete the specific services you have retained us to perform, our attorney- client relationship for that matter' will be terminated at that time regardless of any later billing period. To eliminate uncertainty, our representation of you ends in any event whenever there is no outstanding request from you for our legal services that requires our immediate action and more than six (6) months (180 days) have passed since our last recorded time for you in the 6 SQUIREC: PATTON BOGGS representation, unless there is clear and convincing evidence of our mutual understanding that the representation has not come to an end. After termination, if we choose to perform administrative or limited filing services on your behalf, including but not limited to receiving and advising you of a notice under a contract, lease, consent order, or other document with continuing effect, or filing routine or repeated submissions or renewals in intellectual property or other matters, or advising you to take action, our representation of you lasts only for the brief period in which our task is performed, unless you retain us in writing at that time to perform further or additional services. After termination, if you later retain us to perform further or additional services, our attorney-client relationship will commence again subject to these terms of engagement unless we both change the terms in writing at that time. Following termination of our representation, changes may occur in applicable laws that could impact your future rights and liabilities. Unless you actually engage us in writing to provide additional advice on issues arising from the matter after its completion, we have no continuing obligation to advise you with respect to future legal developments. During or following our representation of you, we will be entitled to recover from you fees for any time spent and other charges, calculated at the then applicable rates if we are asked to testify or provide information in writing as a result of our representation of you or any legal requirements, or if our records from our representation of you are demanded, or if any claim is brought against any Squire Patton Boggs entity or any of its personnel based on your actions or omissions (in addition to any other costs involving the claim), or if we must defend the confidentiality of your communications under the attorney-client or any other legal professional privilege (in which case we will to the extent that circumstances permit make reasonable efforts to inform you of the requirement made upon us and give you the opportunity to waive privilege). HOW WE SET OUR FEES Unless another basis for billing is established in this engagement agreement, we will bill you monthly for the professional fees of attorneys, paralegals, and other personnel incurred on your behalf based on their applicable rates and the number of hours they devote to your representation. Overall fees will be in accord with the factors in the applicable rules governing professional responsibility. The billing rates of the personnel initially assigned to your representation are generally specified in the accompanying engagement letter. The billing rates of our attorneys, paralegals, and other personnel vary, depending generally upon the experience and capabilities of the individual involved. Unless otherwise agreed in writing, we will charge you for their services at their applicable rates. Our hourly billing rates are adjusted from time to time, usually at the beginning of each year, both on a selected and firm wide basis. In addition, as personnel gain experience and demonstrate improved skills over time, they may advance into categories that generally have higher hourly billing rates. Advancements to a higher category are typically made annually. Upon any adjustment in the applicable rates, we will charge you the adjusted rates. At times clients ask us to estimate the total fees and other charges that they are likely to incur in connection with a particular matter. Whenever possible, we are pleased to respond to such requests with an estimate or proposed budget. Still, it must be recognized that our fees are often influenced by factors that are beyond our control or unforeseeable or both. This is particularly true in litigation and other advocacy contexts in which much of the SQUIRE PATTON BOGGS activity is controlled by the opposing parties and the Judge, Arbitrator or other decision - maker. Accordingly, such an estimate or proposal carries the understanding that, unless we agree otherwise in writing, it does not represent a maximum, minimum, or fixed fee quotation. The ultimate cost frequently is more or less than the amount estimated. Accordingly, we have made no commitment to you concerning the maximum fees and costs that will be necessary to resolve or complete this matter. We will not be obliged to continue work if the fees or other charges accrued on a matter reach an estimate previously given and a revised estimate cannot be agreed. It is also expressly understood that payment of our fees and charges is in no way contingent on the ultimate outcome of the matter. OTHER CHARGES As an adjunct to providing legal services, we may incur and pay a variety of charges on your behalf or charge for certain ancillary support services. Whenever we incur such charges on your behalf or charge for such ancillary support services, we bill them to you separately or arrange for them to be billed to you directly. We may also require an advance payment from you for such charges. These charges typically relate to long-distance telephone calls; messenger, courier, and express delivery services; facsimile and similar communications; document printing, reproduction, scanning, imaging and related expenses; translations and related charges; filing fees; depositions and transcripts; witness fees; travel expenses; computer research; and charges made by third parties (such as outside experts and consultants, printers, appraisers, local and foreign counsel, government agencies, airlines, hotels and the like). Other charges will generally be itemized on your bill, and will also be subject to VAT where applicable. Any bank charges which we incur when making check payments or telegraphic transfers of money will be charged to you inclusive of a handling fee. Our charges for these ancillary support services generally reflect our direct and indirect costs, but charges for certain items exceed our actual costs. For some services, particularly those that involve significant technology and/or support services which we provide (such as imaging documents and computer research), we attempt from time to time to reduce costs by contracting with vendors to purchase a minimum volume of service that is beyond the needs of any single client. In those cases, we may bill you at a per unit rate that may not reflect the quantity discounts we obtain. In many cases the total quantity that will be used by all of our clients over a year or other period of time is not certain. Our charge for fax services is typically based on a charge per page rather than the cost of the telephone usage. In the event any of our statements for such services are not paid by their due dates, you agree that we have the right not to advance any further amounts on your behalf. When you send us a letter at the request of your auditors asking us for a response on any loss contingencies, we will charge you a fixed fee for our response that varies with the level of difficulty of the response. Letter Type Description Rate Clean No litigation reported US $550 Normal 1-3 cases US $850 Extraordinary >3 cases US $1,350 Update of Update prior US $400 response Verifying no No -Services work for client US $75 during fiscal year SQUIRE:: PATTON BOGGS Notwithstanding our advance payments of any charges, you will be solely responsible for all invoices issued by third parties. It is our policy to arrange for outside providers of services involving relatively substantial charges (such as the fees of outside consultants, expert witnesses, appraisers, and court reporters) to bill you directly. Prompt payment by you of invoices generated by third -party vendors is often essential to our ability to deliver legal services to you. Accordingly, you agree that we have the right to treat any failure by you to pay such invoices in a timely manner to be a material breach of your obligation to cooperate with us. Unless we agree specifically in writing and you advise any other law firm, professionals, or third -parties in writing that they must comply with our directions, we are not responsible for them. BILLING ARRANGEMENTS AND PAYMENT TERMS We will bill you on a regular basis — normally, each month — for both fees and other charges. You agree to make payment within thirty (30) days of the date of our statement, unless a different period of time is specified in the Engagement Letter. If you have any issue with our statement, you agree to raise it specifically before thirty (30) days from the date of our statement or any other due date established in an Engagement Letter. If the issue is not immediately resolved, you agree to pay all fees and other charges not directly affected by the issue before thirty (30) days from the original bill or any other due date established in an Engagement Letter and all amounts affected by the issue within ten (10) days of its resolution. If we have rendered a final bill and we become liable for other charges incurred on your behalf, we will be entitled to render a further bill or bills to recover those amounts. In the event that a statement is not paid in full before thirty (30) days from the date of our statement or any other due date established in an Engagement Letter late charges will be imposed on any unpaid fees and/or costs at the combined rate of eight percent (8%) per annum or at any lower rate legally required by a particular jurisdiction. If the cover letter accompanying these Standard Terms of engagement specifies an event or an alternate date upon which payment is due, late charges will be imposed on any unpaid fees and/or costs thirty (30) days after the specified event or date or any other period specified in an Engagement Letter. The purpose of the late payment charge is to encourage prompt payment, thus reducing our billing and collection costs. In addition, if your account becomes delinquent and satisfactory payment terms are not arranged, we may postpone or defer providing additional services or withdraw, or seek to withdraw, from the representation consistent with applicable rules. You will remain responsible for payment of our legal fees rendered and charges incurred prior to such withdrawal. When personnel from other Squire Patton Boggs entities have provided services to you, the portion of any invoice to you including such services is issued on behalf of the other Squire Patton Boggs entities that have provided services to you. The portion of your payment of fees and charges for the services and expenses of any such other Squire Patton Boggs entities will be attributed to them in accordance with our agreement with them, which reflects in major part the work performed by their personnel and expenses they incurred. If our representation of you results in a monetary recovery by litigation or arbitration award, judgment, or settlement, or by other realization of proceeds, then (when SQUIRE PATTON BOGGS permitted by applicable law) you hereby grant us an attorneys' lien on those funds in the amount of any sums due us. We look to you, the client, for payment regardless of whether you are insured to cover the particular risk. From time to time, we assist clients in pursuing third parties for recovery of attorneys' fees and other costs arising from our services. These situations include payments under contracts, statutes or insurance policies. However, it remains your obligation to pay all amounts due to us before expiration of thirty (30) days from the date of our statement unless a different period is established in an Engagement Letter. TAXES You will be responsible for any applicable VAT or other sales tax that any jurisdiction may impose on our fees and other charges for this representation. DATA PROTECTION AND PRIVACY We each have our respective obligations to relevant government authorities and to individuals whose personal data we process to comply with applicable data protection laws. Where the European Union ("EU") General Data Protection Regulation ("GDPR") and national implementing legislation apply in relation to any personal data that you provide to us, we each act as a controller in our own right in regard to our respective processing of the personal data. Please refer to our Global Website Privacy Notice; our Privacy Notice for our Australian offices; and, in particular, our Privacy Notice for our EU offices ("EU Privacy Notice"). These are published on the Squire Patton Boggs website at www.squirepattonboggs.com. Our EU Privacy Notice describes the processing activities of our EU offices as controllers of the personal data of our clients, individuals connected to our clients and other business contacts, in accordance with GDPR requirements. In fulfilling our duties to relevant government authorities and individuals under applicable law our EU offices will process personal data that you share with us, or that we obtain from other sources on your behalf, only for the relevant purposes that are set out in our EU Privacy Notice or any supplemental notice that we may provide to you in connection with a particular matter. You may also have obligations under the GDPR and you will reasonably cooperate with us with respect to any personal data that are shared between us, in order to facilitate compliance with the relevant provisions of the GDPR. If you disclose or transfer to us personal data concerning individuals who are connected to you, or are otherwise relevant to a matter on which we have been retained to provide legal services to you, it shall be your responsibility as the controller of that data to transfer or otherwise disclose such personal data in compliance with GDPR requirements including (without limitation) by: (A) transferring the personal data to us only as necessary for us to provide the legal services for which you have retained us; (B) having a lawful basis for disclosing the personal data to us; (C) providing all the information required to be provided by the GDPR, in the applicable circumstances, to the relevant individuals concerning the transfer of their personal data to us (including, where possible, a link to the EU Privacy Notice published on the Squire Patton Boggs website); and (D) assuming the primary responsibility for responding to data subject access requests in relation to personal data that you have shared with us. We will cooperate with you when reasonably possible to ensure that the required information referred to above is made accessible to the relevant individuals; and we will meet our own obligations to provide information directly to the 10 SQUIRE: PATTON BOGGS individuals concerned, such as any customized privacy notice that we may issue to address a specific matter if required by particular circumstances; but in most cases, it would be impossible, or would require disproportionate effort on our part to provide notice directly to all individual third parties that are connected to you when you share their personal data with us. The description of our respective obligations under applicable data protection laws covers our respective obligations to relevant government authorities and to individuals whose personal data we process, but does not create new duties or obligations between us by virtue of these Standard Terms (except as explicitly stated concerning cooperation and our respective roles as controllers of personal data). CLIENT AND FIRM DOCUMENTS We will maintain any documents you furnish to us in our client files for this matter. At the conclusion of the matter (or earlier, if appropriate), it is your obligation to advise us promptly as to which, if any, of the documents in our files you wish us to turn over to you. At your request, your papers and property will be returned to you promptly upon receipt of payment for outstanding fees and other charges. Your documents will be turned over to you in accordance with ethical requirements and subject to any lien that may be created by law for payment of any outstanding fees and costs. We may keep a copy of your files if you ask us to return or transfer your files. We will retain our own documents and files, including our drafts, notes, internal memos, administrative records, time and expense reports, billing and financial information, accounting records, conflict checks, personnel materials, and work product, such as drafts, notes, internal memoranda, and legal and factual research, including investigative reports, and other materials prepared by or for the internal use of our lawyers. All such documents which we retain will be transferred to the person responsible for administering our records retention program. For various reasons, including the minimization of unnecessary storage charges, we have the right to destroy or otherwise dispose of any such documents or other materials retained by us seven (7) years after the termination of the engagement, unless applicable law permits or requires a shorter or longer period for preservation of documents, or unless a different period is specified in a special written agreement signed by both of us. With regard to any documents containing EU personal data that you transfer to us that we have not previously destroyed as explained above, we will act under your instructions in relation to the timing of the deletion for such data in order to comply with the GDPR storage limitation principle or to assist you in responding to a valid data subject request for the deletion of personal data. EQUALITY AND DIVERSITY We have a written Equality and Diversity policy to which we seek to adhere at all times in the performance of our services. A copy will be provided to you upon your written request and is available on our website. DISCLOSURE OF YOUR NAME We are proud to serve you as legal counsel and hope to share that information with other clients and prospective clients. On occasion, we provide names of current clients in marketing materials and on our Web site. We may include your name on a list of representative clients. We may also prepare lists of representative transactions or other representations, excluding of course any we believe are sensitive. If you prefer that we refrain from using your name W SQUIRE PATTON BOGGS and representation in this manner, please advise us in writing. SQUIRE PATTON BOGGS ATTORNEY/CLIENT PRIVILEGE If we determine during the course of the representation that it is either necessary or appropriate to consult with our General Counsel, one of our Ethics Lawyers or other specially designated lawyer or outside counsel, we have your consent to do so with the confidentiality of our communications with such counsel protected by an attorney- client privilege which will not be diminished by our representation of you. SEVERABILITY In the event that any provision or part of this engagement agreement, including any letters expressly stated to be part of the engagement agreement, should be unenforceable under the law of the controlling jurisdiction, the remainder of this engagement agreement shall remain in force and shall be enforced in accordance with its terms. PRIMACY Unless expressly superseded by explicit reference the sections "Who is our Client," "Conflicts of Interest," and/or "Public Policy Practice" are fully effective notwithstanding another provision in case of any duplication and to the fullest extent possible in case of inconsistency. ENTIRE AGREEMENT This engagement agreement supersedes all other prior and contemporaneous written and oral agreements and understandings between us and contains the entire agreement between us. This engagement agreement may be modified only by a signed written agreement by you and by us. You acknowledge that no promises have been made to you other than those stated in this engagement agreement. INTERPRETATIONS This agreement shall be interpreted to effectuate the intention of the Parties to observe all applicable present and future ethical and legal requirements and prohibitions. To the extent that any existing or future legal or ethical requirement or prohibition in any applicable jurisdiction does not allow or otherwise conflicts with any provision of this engagement agreement or service contemplated in it, then it shall not apply in whole or in part to the extent of such conflict or prohibition. Further, any such provision or service offering shall be deemed modified to the extent necessary to make it valid and consistent with such requirements and prohibitions. GOVERNING LAW, COURTS AND BAR ASSOCIATIONS All questions arising under or involving this engagement or concerning rights and duties between us will be governed by the law (excluding choice of law provisions) and decided exclusively by the courts and Bar authorities of the jurisdiction in which the lawyer sending you this engagement agreement has his or her principal office unless another jurisdiction is specified in the letter accompanying these Standard Terms. When another jurisdiction provides that its law or courts or Bar authorities will govern notwithstanding any agreement, that other law may of course control, at least on certain questions. IN CONCLUSION We look forward to a mutually satisfying relationship with you. If you have any questions about, or if you do not agree with 12 SQUIRE: PATTON BOGGS one or more of these terms and conditions, please communicate with your principal contact at the Firm so that we can try to address your concerns. Your principal contact can recommend changes that will be effective once you receive written notice of approval of any revisions, which, depending on the nature of the request, will be made by a Lawyer in Management and/or an Ethics Lawyer. Thank you. 13 . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-287 Agenda Date: 5/13/2020 Version: 1 Item #: 8a. Resolution approving and authorizing the City Manager to execute a Letter of Engagement with Squire Patton Boggs to extend an existing contract for national advocacy and policy services, for a term through June 2021 and for an amount not to exceed $90,000. WHEREAS, the firm Squire Patton Boggs has provided the City of South San Francisco ("City") with national advocacy and policy services since 2017; and WHEREAS, the City entered into agreements with the Washington, D.C. firm with the purpose of engaging a federal government relations advocate to assist the City on pending and future federal issues; and WHEREAS, Squire Patton Boggs has provided technical assistance and advocacy as the City developed a memorandum of understanding (MOU) with the U.S. Army Corps of Engineers (USACE) relative to sea level rise; the City's sea level rise project is approved by USACE and included in the Water Resources Development Act (WRDA); and WHEREAS, regularly provided staff with notice of federal grant funding opportunities with key deadlines and summaries; and WHEREAS, Federal advocacy for local government financial assistance related to COVID-19 including real time information relating to all federal stimulus packages and potential relief for local governments; and WHEREAS, Squire Patton Boggs continues to advocate on Sea Level Rise work including advocacy with the U.S. Army Corps of Engineers; and WHEREAS, these services would continue to benefit the City, particularly during the COVID-19 crisis and the accompanying need for the City to obtain funding and related assistance; and WHEREAS, staff recommends executing an Engagement Letter, attached hereto and incorporated herein as Exhibit A, with Squire Patton Boggs to extend the 2017 contract through June 2021, for a not -to -exceed amount of $90,000 for the 2020-2021 extension. THEREFORE BE IT RESOLVED by the City Council of South San Francisco that the City Council hereby take the following actions: Approves the proposed Engagement Letter with Squire Patton Boggs, attached hereto and incorporated herein as Exhibit A, to extend the existing contractual agreement through June 2021 for an amount not City of South San Francisco Page 1 of 2 Printed on 5/15/2020 powered by LegistarTM File #: 20-287 Agenda Date: 5/13/2020 Version: 1 Item #: 8a. to exceed $90,000 during the 2020-2021 extension. 2. Authorizes the City Manager to execute the Engagement Letter in Exhibit A with Squire Patton Boggs, subject to approval as to form by the City Attorney. City of South San Francisco Page 2 of 2 Printed on 5/15/2020 powered by LegistarTM SQUIRE 04 PATTON BOGGS April 24, 2020 VIA EMAIL Mike Futrell City Manager City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Re: Extension of Engagement Letter Dear Mr. Futrell: Squire Patton Boggs (US) LLP 2550 M Street, NW Washington, D.C. 20037 O +1 202 457 6000 F +1 202 457 6315 squ irepattonboggs.com This will confirm our agreement to extend the term of our engagement until June 30, 2021 at the same monthly rate and other terms previously agreed to in our engagement letter dated April 4, 2017. The fee for representation will be $90,000, plus disbursements in a total not to exceed the amount of $110,500 for July 1, 2020 to June 30, 2021 for a total of $350,500. Please confirm the extension by countersigning in the space provided below. Very Truly Yours, Squire Patton Boggs (US) LLP Carolina Mederos Letter and Standard Terms Accepted, including section on "Conflicts of Interest" City of South San Francisco By: Mike Futrell City Manager Enclosure 45 Offices in 20 Countries Date: April_, 2020 Squire Patton Boggs (US) LLP is part of the international legal practice Squire Patton Boggs, which operates worldwide through a number of separate legal entities. Please visit squirepattonboggs.com for more information. 010-9056-6082/1 /AMERICAS SQUIRE'.: PATTON BOGGS The engagement agreement with you includes the accompanying cover letter and, as applicable, any separate Matter Acknowledgment Letter (collectively and individually "Engagement Letter"). It also consists of these additional Terms and Conditions of Engagement applicable worldwide and any Terms and Conditions of Engagement applicable for particular jurisdictions (collectively and individually "Standard Terms and Conditions of Engagement" or "Standard Terms"). The engagement agreement is the means by which you are retaining the Firm (as defined in these Standard Terms) to provide legal services. "You" and "yours" refers to our client(s) defined more fully below in the section entitled WHO IS OUR CLIENT. For your convenience, set forth below are the topics covered in these Standard Terms: TheFirm....................................................1 What Professionals Will Provide the Legal Services? .................................................. 2 Our Services to You...................................2 Who is Our Client?.....................................3 Conflicts of Interest....................................4 Public Policy Practice.................................5 Termination of Representation ...................6 How We Set Our Fees ............................... 7 Other Charges ........................................... 8 Billing Arrangements and Payment Terms. 9 Taxes.......................................................10 Data Protection and Privacy.....................10 Client and Firm Documents ...................... 11 Equality and Diversity...............................11 Disclosure of Your Name .........................11 Squire Patton Boggs Attorney/Client Privilege...................................................12 Severability..............................................12 010-9056-608211 /AMERICAS Primacy....................................................12 Entire Agreement.....................................12 Interpretations..........................................12 Governing Law. Courts and Bar Associations.............................................12 In Conclusion...........................................12 THE FIRM "Squire Patton Boggs" is the collective trade name for an international legal practice comprised of partnerships or other entities authorized to practice law in various nations or other jurisdictions. The "Firm" means Squire Patton Boggs (US) LLP,' Squire Patton Boggs (UK) LLP, 2 Squire Patton Boggs (AU),3 or Squire Patton Boggs (MEA) LLP, 4 and/or an affiliate listed at hftr)s://www.souirei)aftonboaas.com/en/foot er/legal-notices in all cases including the entity or entities lawfully permitted to practice law in the jurisdiction or jurisdictions necessary or appropriate to provide your legal services. Your engagement in this instance is with the Squire Patton Boggs (US) LLP is a limited liability partnership organized under the laws of the State of Ohio, USA. 2 Squire Patton Boggs (UK) LLP (trading as Squire Patton Boggs) is a Limited Liability Partnership registered in England and Wales with number OC 335584 authorised and regulated by the Solicitors Regulation Authority. A list of the members and their professional qualifications is open to inspection at 7 Devonshire Square, London, EC21V! 4YH. 3 Squire Patton Boggs (AU) is a general partnership established under the laws of Western Australia. 4 Squire Patton Boggs (MEA) LLP is a limited liability partnership organized under the laws of Washington, D.C. SQUIRE PATTON BOGGS entity-' which sent you these Standard Terms and, as applicable, with such other Squire Patton Boggs entity or entities necessary or appropriate for your legal services, in which case the entity which sent you these Standard Terms is acting on their behalf. These Standard Terms apply to your relationship with all Squire Patton Boggs entities which provide you services. "We" or "us" or "our' refer not only to the entity sending you these Standard Terms, but also to all Squire Patton Boggs entities unless the context or applicable law requires reference only to the specific entity or entities you contract with. The use of "Squire Patton Boggs" as a trade or business name or brand by all or any of such entities shall not imply that the international legal practice is itself engaged in the provision of legal or other services. For further information please see www.squirepattonboggs.com. This engagement agreement shall apply to all matters for which you might now or in the future request our assistance, unless of course you and we agree in the future to an updated version of this engagement agreement or to a new or revised engagement agreement expressly referring to and superseding this engagement agreement in whole or in part. We encourage you to retain this engagement agreement. WHAT PROFESSIONALS WILL PROVIDE THE LEGAL SERVICES? In most cases one of our lawyers will be your principal contact. From time to time that attorney may delegate parts of your work to other lawyers or to legal assistants 5 Squire Patton Boggs includes partnerships or other entities in a number of different nations. Due to local laws on regulation of the legal profession, the formal legal name may differ in some nations. or nonlegal personnel in the Firm or to outside "contract" personnel. OUR SERVICES TO YOU In our letter that presents these Standard Terms to you, or in a separate Matter Acknowledgement Letter, we will describe the matter or case in which we will be representing you. Unless we agree in writing to expand the scope of our representation, an important part of our engagement agreement is that we are not your counsel in other matters, and you will not rely upon us to provide legal services for matters other than that described in the relevant letter. For example, unless specified in the relevant letter, our representation of you does not include any responsibility for: review of your insurance policies to determine the possibility of coverage relating to this matter; for notification of your insurance carriers about the matter; advice to you about your disclosure obligations under securities laws or any other laws or regulations; or advice on tax consequences. The description of the nature and scope of our services in any letter or e-mail concerning the inception of our engagement is generally made at the beginning of our representation and is sometimes, of necessity, described in broad terms. The actual nature and extent of our representation may be narrower and more precise and is to be determined over the life of the representation by your requests for our legal services and our response based on the letters, e-mails, or other documents exchanged between us. Of course, you and we can enter into an additional engagement agreement for services outside any general description in any letters or e-mails at the beginning of our engagement. If at any time you do not have a clear understanding of the legal services to be provided or if you have questions regarding the scope of our services, we are relying on you to communicate with us. 2 SQUIRE'., PATTON BOGGS We will apply our professional skill, experience and judgment to achieve your objectives in accordance with the honored standards of our profession that all attorneys are required to uphold. However, we cannot guarantee the outcome of any matter. Any expression of our professional judgment regarding your matter or the potential outcome is, of course, limited by our knowledge of the facts and based on the law at the time of expression. It is also subject to any unknown or uncertain factors or conditions beyond our control, including the unpredictable human element in the decisions of those with whom we deal in undertaking your representation. We will comply properly and fully with the duty of confidentiality as described in the rules of professional conduct governing our profession which provide special and stringent protection for ethically protected information concerning our representation of you (hereinafter client "confidential information"). In compliance with such rules on confidential information and this engagement agreement, we will not disclose to any other client or use against you any of your confidential Information and likewise will not disclose to you the confidential information of any other client or use that client's confidential information against it. Your responsibilities to us in each representation that you ask us to undertake include providing full, complete and accurate instructions and other information to us in sufficient time to enable us to provide our services effectively. WHO IS OUR CLIENT? An essential condition of our representation is that our only client is the person or entity identified in the accompanying letter. In the absence of an express identification of our client in the text of the letter, our client is the person or entity to whom the letter is addressed, even though in certain instances the payment of our fees may be the responsibility of others. In situations in which our client is an entity, we have addressed the letter to an authorized representative of the client. Throughout these standard terms, "you" refers to the entity that is our client, not the individual addressed. Unless specifically stated in our letter, our representation of you does not extend to any of your affiliates and we do not assume any duties with respect to your affiliates. You are our only client. Unless we state specifically in our letter, we do not represent a corporate family or other group of which you may be a part, do not represent its members other than you, and do not owe them any duties. For example, if you are a corporation, our representation does not include any of your direct or indirect parents, subsidiaries, sister corporations, partnerships, partners, joint ventures, joint venture partners, any entities in which you own an interest, or, for you or your affiliates, any employees, officers, directors, or shareholders. If you are a partnership or limited liability company, our representation does not extend to the individual partners of the partnership or members of the limited liability company. If you are a joint venture, our representation does not extend to the participants. If you are a trade association, our representation excludes members of the trade association. If you are a governmental entity, our representation does not include other governmental entities, including other agencies, departments, bureaus, boards or other parts of the same government. If you are an individual, our representation does not include your spouse, siblings, or other family members. If you are a trust, you are our only client. The beneficiaries are not our clients, nor is the trustee in any capacity other than as the fiduciary for the particular SQUIRM, PATTON BOGGS trust in our representation. It would be necessary for related parties, including all those listed above, to enter into a written engagement agreement with us much like this one before they would become clients and we would assume duties towards them. You should know that our engagement agreements with a number of other clients have a similar provision. If you provide us with any confidential information of your related parties or any other entities or individuals during our representation of you, we will treat it as your information and maintain its confidentiality in accordance with our duties to you as our client under applicable law, but insofar as applicable law permits us to agree on our respective rights and duties, you are the only party to whom we owe duties regarding such information. Except as specifically agreed by both of us, the advice and communications that we render on your behalf are not to be disseminated to or relied upon by any other parties without our written consent. CONFLICTS OF INTEREST Squire Patton Boggs is international with over half of our lawyers based in Offices outside the United States. Our clients inside and outside the U.S. should understand that this provision is designed to treat all of our clients on the same basis and that the result of this provision is similar to the result otherwise applicable under the professional standards for lawyers in almost all jurisdictions outside the U.S. (and under the Texas Disciplinary Rules of Professional Conduct). Since our legal practice began over 100 years ago, thousands of corporations, other businesses, individuals, governmental bodies, trusts, estates, and other clients have asked our lawyers to represent them, in many cases in large and usual matters. With over 10,000 current clients, you should understand that during the course of our representation of you we may represent any other client in any kind of matter; you should not assume any exceptions. Information on the nature of our clients and practice is available upon request and on the internet. An advantage to proceeding with our representation of you may be the services of specific individuals, or of a large team, or of a special nature, or in particular jurisdictions. We understand and agree that this is not an exclusive agreement, and you are free to retain any other counsel of your choosing in this and other matters. We commit that the lawyers who are personally working for you will not work for any other client adverse to you throughout the representation unless you agree otherwise. Further, throughout the representation we commit that our other lawyers shall not represent any other client with interests materially and directly adverse to your interests in this matter or in any other matter (i) which is substantially related to our representation of you or (ii) where there is a reasonable probability that confidential information you furnished to us could be used to your material disadvantage, including by examining or cross-examining your personnel, unless you agree otherwise. Finally, we commit that after the representation has ended, unless you agree otherwise, the lawyers who have personally worked for you shall not represent any other client with interests materially and directly adverse to your interests in this matter or in any other matter (i) which is substantially related to their representation of you or (ii) where there is a reasonable probability that confidential information you furnished to them could be used to your material disadvantage, including by examining or cross-examining your personnel, unless you agree otherwise. You agree that these commitments entirely replace any rule that might otherwise treat approximately 1,500 lawyers with Squire Patton Boggs as one lawyer for conflicts SQUIRE:: PATTON BOGGS purposes and any imputation or vicarious treatment of knowledge or conflicts among all lawyers in Squire Patton Boggs. For further explanation of the provision being replaced see https://www.americanbar.orQtgroups/profess Tonal responsibility/publications/model rule s of professional conduct/rule 1 10 imput ation of conflicts of interest general rule. html including Comment ¶ [2]. For explanation of "substantially related" matters see hftps://www.americanbar.orqtciroups/profess ional responsibility/publications/model rule s of professional conduct/rule 1 9 duties of former clients.html especially Comment ¶ [3]. You understand and agree that, consistent with those commitments, we are free to represent other clients, including clients whose interests conflict with your interests in litigation, business transactions, negotiations, alternative dispute resolution, administrative proceedings, discovery disputes, or other legal matters. Our lawyers value their individual professional independence and you also agree that the interests of other clients represented by our other lawyers will not create a material limitation on your representation by the lawyers who personally represent you. For further explanation of "material limitations" see hftps://www.americanbar.org/groups/profess ional responsibility/publications/model rule s of professional conduct/rule 1 7 conflic t of interest current clients/comment on r ule 1 7.html especially Comment [8]. You agree that a precondition to our forming an attorney/client relationship with you and undertaking your representation is your agreement that our representation of you will not prevent or disqualify us from representing clients adverse to you in other matters and that you consent in advance to our undertaking such adverse representations, subject to the exceptions and commitments explicitly set forth above. Please let us know if you would like to discuss excluding particular parties or matters from your agreement. Our agreements and yours are effective immediately. In similar engagement agreements with a number of our other clients, we have asked for similar agreements to preserve our ability to represent you. PUBLIC POLICY PRACTICE Among the wide array of legal services that we provide to clients in particular representations in many but not all nations, States, and other jurisdictions around the world in compliance with their law are representations with respect to the legislative, executive, administrative and other functions of governments (herein "public policy" representations). We have a public policy practice in business regulation, defense, energy, resources and environmental matters, financial services, food and drug, domestic and international trade, health care, taxation, transportation, and numerous other areas affected by government action. Information on the extensive scope of our public policy practice, the other areas in which we offer legal services, and the large number and diversity of our clients is available on request or on the internet. Given the breadth of our public policy practice, in agreeing to our representation of you, you should not discount the possibility that our representation of other clients in public policy matters at present or in the future might adversely affect your interests, directly or indirectly, or might be deemed to create a material limitation on our representation of you. A precondition to our forming an attorney/client relationship with you and undertaking your representation is your agreement that so long as such public '47 SQUIRE- PATTON BOGGS policy representations are not substantially related to our representation of you and do not involve the use of material ethically protected client information to your disadvantage, the scope of the public policy representations that we can provide to existing or new clients will not be diminished in any respect by our undertaking our representation of you even if there would otherwise be a conflict. Agreement by our other clients to an analogous waiver may protect the scope of legal services that we can provide for you. TERMINATION OF REPRESENTATION You may terminate our representation at any time, with or without cause, upon written notice to us. After receiving such notice, or upon our termination of the representation as permitted by applicable ethical and/or court rules, we will cease to render services to you as soon as allowed by such rules, which may include court approval of our withdrawal from litigation. Termination of our services will not affect your responsibility for payment of legal services rendered and other charges incurred both before termination and afterwards in connection with an orderly transition of the matter, including fees and other charges arising in connection with any transfer of files to you or to other counsel, and you agree to pay all such amounts in advance upon request. You agree that the Firm has the right to withdraw from its representation of you if continuing the representation might preclude the Firm's or any other Squire Patton Boggs entity's continuing representation of existing clients on matters adverse to you or if there are any circumstances even arguably raising a question implicating professional ethics, for example, because a question arises about the effectiveness or enforceability of this engagement agreement, or a question arises about conduct addressed by it, or an apparent conflict is thrust upon the Firm or any other Squire Patton Boggs entity by circumstances beyond its reasonable control, such as by a corporate merger or a decision to seek to join litigation that is already in progress, or there is an attempt to withdraw consent. In any of these circumstances, you agree that we would have the right to withdraw from the representation of you. Regardless of whether you or we terminate the representation, we would (with your agreement) assist in the transition to replacement counsel by taking reasonable steps in accordance with applicable ethical rules designed to avoid foreseeable prejudice to your interests as a consequence of the termination. You agree that regardless of whether you or we terminate the representation (A) we would be paid by you for the work performed prior to termination; (B) our representation of you prior to any termination would not preclude the Firm or any other Squire Patton Boggs entity from undertaking or continuing any representation of another party; and (C) as a result of the Firm's or any other Squire Patton Boggs entity's representation of another party you would not argue or otherwise use our representation of you prior to any termination to contend that the Firm or any other Squire Patton Boggs entity should be disqualified. When we complete the specific services you have retained us to perform, our attorney- client relationship for that matter' will be terminated at that time regardless of any later billing period. To eliminate uncertainty, our representation of you ends in any event whenever there is no outstanding request from you for our legal services that requires our immediate action and more than six (6) months (180 days) have passed since our last recorded time for you in the 6 SQUIREC: PATTON BOGGS representation, unless there is clear and convincing evidence of our mutual understanding that the representation has not come to an end. After termination, if we choose to perform administrative or limited filing services on your behalf, including but not limited to receiving and advising you of a notice under a contract, lease, consent order, or other document with continuing effect, or filing routine or repeated submissions or renewals in intellectual property or other matters, or advising you to take action, our representation of you lasts only for the brief period in which our task is performed, unless you retain us in writing at that time to perform further or additional services. After termination, if you later retain us to perform further or additional services, our attorney-client relationship will commence again subject to these terms of engagement unless we both change the terms in writing at that time. Following termination of our representation, changes may occur in applicable laws that could impact your future rights and liabilities. Unless you actually engage us in writing to provide additional advice on issues arising from the matter after its completion, we have no continuing obligation to advise you with respect to future legal developments. During or following our representation of you, we will be entitled to recover from you fees for any time spent and other charges, calculated at the then applicable rates if we are asked to testify or provide information in writing as a result of our representation of you or any legal requirements, or if our records from our representation of you are demanded, or if any claim is brought against any Squire Patton Boggs entity or any of its personnel based on your actions or omissions (in addition to any other costs involving the claim), or if we must defend the confidentiality of your communications under the attorney-client or any other legal professional privilege (in which case we will to the extent that circumstances permit make reasonable efforts to inform you of the requirement made upon us and give you the opportunity to waive privilege). HOW WE SET OUR FEES Unless another basis for billing is established in this engagement agreement, we will bill you monthly for the professional fees of attorneys, paralegals, and other personnel incurred on your behalf based on their applicable rates and the number of hours they devote to your representation. Overall fees will be in accord with the factors in the applicable rules governing professional responsibility. The billing rates of the personnel initially assigned to your representation are generally specified in the accompanying engagement letter. The billing rates of our attorneys, paralegals, and other personnel vary, depending generally upon the experience and capabilities of the individual involved. Unless otherwise agreed in writing, we will charge you for their services at their applicable rates. Our hourly billing rates are adjusted from time to time, usually at the beginning of each year, both on a selected and firm wide basis. In addition, as personnel gain experience and demonstrate improved skills over time, they may advance into categories that generally have higher hourly billing rates. Advancements to a higher category are typically made annually. Upon any adjustment in the applicable rates, we will charge you the adjusted rates. At times clients ask us to estimate the total fees and other charges that they are likely to incur in connection with a particular matter. Whenever possible, we are pleased to respond to such requests with an estimate or proposed budget. Still, it must be recognized that our fees are often influenced by factors that are beyond our control or unforeseeable or both. This is particularly true in litigation and other advocacy contexts in which much of the SQUIRE PATTON BOGGS activity is controlled by the opposing parties and the Judge, Arbitrator or other decision - maker. Accordingly, such an estimate or proposal carries the understanding that, unless we agree otherwise in writing, it does not represent a maximum, minimum, or fixed fee quotation. The ultimate cost frequently is more or less than the amount estimated. Accordingly, we have made no commitment to you concerning the maximum fees and costs that will be necessary to resolve or complete this matter. We will not be obliged to continue work if the fees or other charges accrued on a matter reach an estimate previously given and a revised estimate cannot be agreed. It is also expressly understood that payment of our fees and charges is in no way contingent on the ultimate outcome of the matter. OTHER CHARGES As an adjunct to providing legal services, we may incur and pay a variety of charges on your behalf or charge for certain ancillary support services. Whenever we incur such charges on your behalf or charge for such ancillary support services, we bill them to you separately or arrange for them to be billed to you directly. We may also require an advance payment from you for such charges. These charges typically relate to long-distance telephone calls; messenger, courier, and express delivery services; facsimile and similar communications; document printing, reproduction, scanning, imaging and related expenses; translations and related charges; filing fees; depositions and transcripts; witness fees; travel expenses; computer research; and charges made by third parties (such as outside experts and consultants, printers, appraisers, local and foreign counsel, government agencies, airlines, hotels and the like). Other charges will generally be itemized on your bill, and will also be subject to VAT where applicable. Any bank charges which we incur when making check payments or telegraphic transfers of money will be charged to you inclusive of a handling fee. Our charges for these ancillary support services generally reflect our direct and indirect costs, but charges for certain items exceed our actual costs. For some services, particularly those that involve significant technology and/or support services which we provide (such as imaging documents and computer research), we attempt from time to time to reduce costs by contracting with vendors to purchase a minimum volume of service that is beyond the needs of any single client. In those cases, we may bill you at a per unit rate that may not reflect the quantity discounts we obtain. In many cases the total quantity that will be used by all of our clients over a year or other period of time is not certain. Our charge for fax services is typically based on a charge per page rather than the cost of the telephone usage. In the event any of our statements for such services are not paid by their due dates, you agree that we have the right not to advance any further amounts on your behalf. When you send us a letter at the request of your auditors asking us for a response on any loss contingencies, we will charge you a fixed fee for our response that varies with the level of difficulty of the response. Letter Type Description Rate Clean No litigation reported US $550 Normal 1-3 cases US $850 Extraordinary >3 cases US $1,350 Update of Update prior US $400 response Verifying no No -Services work for client US $75 during fiscal year SQUIRE:: PATTON BOGGS Notwithstanding our advance payments of any charges, you will be solely responsible for all invoices issued by third parties. It is our policy to arrange for outside providers of services involving relatively substantial charges (such as the fees of outside consultants, expert witnesses, appraisers, and court reporters) to bill you directly. Prompt payment by you of invoices generated by third -party vendors is often essential to our ability to deliver legal services to you. Accordingly, you agree that we have the right to treat any failure by you to pay such invoices in a timely manner to be a material breach of your obligation to cooperate with us. Unless we agree specifically in writing and you advise any other law firm, professionals, or third -parties in writing that they must comply with our directions, we are not responsible for them. BILLING ARRANGEMENTS AND PAYMENT TERMS We will bill you on a regular basis — normally, each month — for both fees and other charges. You agree to make payment within thirty (30) days of the date of our statement, unless a different period of time is specified in the Engagement Letter. If you have any issue with our statement, you agree to raise it specifically before thirty (30) days from the date of our statement or any other due date established in an Engagement Letter. If the issue is not immediately resolved, you agree to pay all fees and other charges not directly affected by the issue before thirty (30) days from the original bill or any other due date established in an Engagement Letter and all amounts affected by the issue within ten (10) days of its resolution. If we have rendered a final bill and we become liable for other charges incurred on your behalf, we will be entitled to render a further bill or bills to recover those amounts. In the event that a statement is not paid in full before thirty (30) days from the date of our statement or any other due date established in an Engagement Letter late charges will be imposed on any unpaid fees and/or costs at the combined rate of eight percent (8%) per annum or at any lower rate legally required by a particular jurisdiction. If the cover letter accompanying these Standard Terms of engagement specifies an event or an alternate date upon which payment is due, late charges will be imposed on any unpaid fees and/or costs thirty (30) days after the specified event or date or any other period specified in an Engagement Letter. The purpose of the late payment charge is to encourage prompt payment, thus reducing our billing and collection costs. In addition, if your account becomes delinquent and satisfactory payment terms are not arranged, we may postpone or defer providing additional services or withdraw, or seek to withdraw, from the representation consistent with applicable rules. You will remain responsible for payment of our legal fees rendered and charges incurred prior to such withdrawal. When personnel from other Squire Patton Boggs entities have provided services to you, the portion of any invoice to you including such services is issued on behalf of the other Squire Patton Boggs entities that have provided services to you. The portion of your payment of fees and charges for the services and expenses of any such other Squire Patton Boggs entities will be attributed to them in accordance with our agreement with them, which reflects in major part the work performed by their personnel and expenses they incurred. If our representation of you results in a monetary recovery by litigation or arbitration award, judgment, or settlement, or by other realization of proceeds, then (when SQUIRE PATTON BOGGS permitted by applicable law) you hereby grant us an attorneys' lien on those funds in the amount of any sums due us. We look to you, the client, for payment regardless of whether you are insured to cover the particular risk. From time to time, we assist clients in pursuing third parties for recovery of attorneys' fees and other costs arising from our services. These situations include payments under contracts, statutes or insurance policies. However, it remains your obligation to pay all amounts due to us before expiration of thirty (30) days from the date of our statement unless a different period is established in an Engagement Letter. TAXES You will be responsible for any applicable VAT or other sales tax that any jurisdiction may impose on our fees and other charges for this representation. DATA PROTECTION AND PRIVACY We each have our respective obligations to relevant government authorities and to individuals whose personal data we process to comply with applicable data protection laws. Where the European Union ("EU") General Data Protection Regulation ("GDPR") and national implementing legislation apply in relation to any personal data that you provide to us, we each act as a controller in our own right in regard to our respective processing of the personal data. Please refer to our Global Website Privacy Notice; our Privacy Notice for our Australian offices; and, in particular, our Privacy Notice for our EU offices ("EU Privacy Notice"). These are published on the Squire Patton Boggs website at www.squirepattonboggs.com. Our EU Privacy Notice describes the processing activities of our EU offices as controllers of the personal data of our clients, individuals connected to our clients and other business contacts, in accordance with GDPR requirements. In fulfilling our duties to relevant government authorities and individuals under applicable law our EU offices will process personal data that you share with us, or that we obtain from other sources on your behalf, only for the relevant purposes that are set out in our EU Privacy Notice or any supplemental notice that we may provide to you in connection with a particular matter. You may also have obligations under the GDPR and you will reasonably cooperate with us with respect to any personal data that are shared between us, in order to facilitate compliance with the relevant provisions of the GDPR. If you disclose or transfer to us personal data concerning individuals who are connected to you, or are otherwise relevant to a matter on which we have been retained to provide legal services to you, it shall be your responsibility as the controller of that data to transfer or otherwise disclose such personal data in compliance with GDPR requirements including (without limitation) by: (A) transferring the personal data to us only as necessary for us to provide the legal services for which you have retained us; (B) having a lawful basis for disclosing the personal data to us; (C) providing all the information required to be provided by the GDPR, in the applicable circumstances, to the relevant individuals concerning the transfer of their personal data to us (including, where possible, a link to the EU Privacy Notice published on the Squire Patton Boggs website); and (D) assuming the primary responsibility for responding to data subject access requests in relation to personal data that you have shared with us. We will cooperate with you when reasonably possible to ensure that the required information referred to above is made accessible to the relevant individuals; and we will meet our own obligations to provide information directly to the 10 SQUIRE: PATTON BOGGS individuals concerned, such as any customized privacy notice that we may issue to address a specific matter if required by particular circumstances; but in most cases, it would be impossible, or would require disproportionate effort on our part to provide notice directly to all individual third parties that are connected to you when you share their personal data with us. The description of our respective obligations under applicable data protection laws covers our respective obligations to relevant government authorities and to individuals whose personal data we process, but does not create new duties or obligations between us by virtue of these Standard Terms (except as explicitly stated concerning cooperation and our respective roles as controllers of personal data). CLIENT AND FIRM DOCUMENTS We will maintain any documents you furnish to us in our client files for this matter. At the conclusion of the matter (or earlier, if appropriate), it is your obligation to advise us promptly as to which, if any, of the documents in our files you wish us to turn over to you. At your request, your papers and property will be returned to you promptly upon receipt of payment for outstanding fees and other charges. Your documents will be turned over to you in accordance with ethical requirements and subject to any lien that may be created by law for payment of any outstanding fees and costs. We may keep a copy of your files if you ask us to return or transfer your files. We will retain our own documents and files, including our drafts, notes, internal memos, administrative records, time and expense reports, billing and financial information, accounting records, conflict checks, personnel materials, and work product, such as drafts, notes, internal memoranda, and legal and factual research, including investigative reports, and other materials prepared by or for the internal use of our lawyers. All such documents which we retain will be transferred to the person responsible for administering our records retention program. For various reasons, including the minimization of unnecessary storage charges, we have the right to destroy or otherwise dispose of any such documents or other materials retained by us seven (7) years after the termination of the engagement, unless applicable law permits or requires a shorter or longer period for preservation of documents, or unless a different period is specified in a special written agreement signed by both of us. With regard to any documents containing EU personal data that you transfer to us that we have not previously destroyed as explained above, we will act under your instructions in relation to the timing of the deletion for such data in order to comply with the GDPR storage limitation principle or to assist you in responding to a valid data subject request for the deletion of personal data. EQUALITY AND DIVERSITY We have a written Equality and Diversity policy to which we seek to adhere at all times in the performance of our services. A copy will be provided to you upon your written request and is available on our website. DISCLOSURE OF YOUR NAME We are proud to serve you as legal counsel and hope to share that information with other clients and prospective clients. On occasion, we provide names of current clients in marketing materials and on our Web site. We may include your name on a list of representative clients. We may also prepare lists of representative transactions or other representations, excluding of course any we believe are sensitive. If you prefer that we refrain from using your name W SQUIRE PATTON BOGGS and representation in this manner, please advise us in writing. SQUIRE PATTON BOGGS ATTORNEY/CLIENT PRIVILEGE If we determine during the course of the representation that it is either necessary or appropriate to consult with our General Counsel, one of our Ethics Lawyers or other specially designated lawyer or outside counsel, we have your consent to do so with the confidentiality of our communications with such counsel protected by an attorney- client privilege which will not be diminished by our representation of you. SEVERABILITY In the event that any provision or part of this engagement agreement, including any letters expressly stated to be part of the engagement agreement, should be unenforceable under the law of the controlling jurisdiction, the remainder of this engagement agreement shall remain in force and shall be enforced in accordance with its terms. PRIMACY Unless expressly superseded by explicit reference the sections "Who is our Client," "Conflicts of Interest," and/or "Public Policy Practice" are fully effective notwithstanding another provision in case of any duplication and to the fullest extent possible in case of inconsistency. ENTIRE AGREEMENT This engagement agreement supersedes all other prior and contemporaneous written and oral agreements and understandings between us and contains the entire agreement between us. This engagement agreement may be modified only by a signed written agreement by you and by us. You acknowledge that no promises have been made to you other than those stated in this engagement agreement. INTERPRETATIONS This agreement shall be interpreted to effectuate the intention of the Parties to observe all applicable present and future ethical and legal requirements and prohibitions. To the extent that any existing or future legal or ethical requirement or prohibition in any applicable jurisdiction does not allow or otherwise conflicts with any provision of this engagement agreement or service contemplated in it, then it shall not apply in whole or in part to the extent of such conflict or prohibition. Further, any such provision or service offering shall be deemed modified to the extent necessary to make it valid and consistent with such requirements and prohibitions. GOVERNING LAW, COURTS AND BAR ASSOCIATIONS All questions arising under or involving this engagement or concerning rights and duties between us will be governed by the law (excluding choice of law provisions) and decided exclusively by the courts and Bar authorities of the jurisdiction in which the lawyer sending you this engagement agreement has his or her principal office unless another jurisdiction is specified in the letter accompanying these Standard Terms. When another jurisdiction provides that its law or courts or Bar authorities will govern notwithstanding any agreement, that other law may of course control, at least on certain questions. IN CONCLUSION We look forward to a mutually satisfying relationship with you. If you have any questions about, or if you do not agree with 12 SQUIRE: PATTON BOGGS one or more of these terms and conditions, please communicate with your principal contact at the Firm so that we can try to address your concerns. Your principal contact can recommend changes that will be effective once you receive written notice of approval of any revisions, which, depending on the nature of the request, will be made by a Lawyer in Management and/or an Ethics Lawyer. Thank you. 13 . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-283 Agenda Date: 5/13/2020 Version: 1 Item #: 9. Report regarding a resolution approving and authorizing the City Manager to enter into a Lease Agreement with the California Department of Transportation to allow for the subsurface installation of tie back supports adjacent to State Route 82 (El Camino Real) as part of the construction of the Civic Campus project. (Jacob Gilchrist, Director of Capital Projects) RECOMMENDATION It is recommended that the City Council adopt a resolution approving and authorizing the City Manager to enter into a Lease Agreement with the California Department of Transportation to allow for the subsurface installation of tie back supports adjacent to State Route 82 (El Camino Real) as part of the construction of the Civic Campus project. BACKGROUND/DISCUSSION The construction of the Community Civic Campus - Phase 2 project which encompasses a new library, parks and recreation facility, and City Council chambers, will temporarily encroach on Caltrans property along State Route 82 (El Camino Real) in order to erect the structural system for the new 3 -story shared used building. City access to the Caltrans property is limited to the performance of this temporary structural work and will last less than two years. The City's construction management team from Kitchell worked with Caltrans and City staff to develop this plan. The cost of the $38,000 temporary lease is in line with other temporary leases agreements executed by the City and Kitchell on other projects. Approval of this lease will allow the project work to proceed as scheduled, with an anticipated groundbreaking in Fall 2020. FISCAL IMPACT The funding for the $38,000 lease is included in the overall Community Civic Campus budget. The funding source is proceeds from Measure W. RELATIONSHIP TO STRATEGIC PLAN This item relates to Priority Area Two of the Strategic Plan: Quality of Life- Robust Recreation Programs with Top Tier Public Parks, Art and Green Spaces. CONCLUSION It is recommended that the City Council adopt a resolution approving and authorizing the City Manager to enter into a Lease Agreement with the California Department of Transportation to allow for the subsurface installation of tie back supports adjacent to State Route 82 (El Camino Real) as part of the construction of the Civic Campus project. ATTACHMENTS A. Drawings of Lease Agreement area City of South San Francisco Page 1 of 1 Printed on 5/8/2020 powered by LegistarTM Exhibit Al Airspace Lease Agreement Temporary Tieback 04 -SM -82-5004 PM 20.7 1010 EI Camino Real South San Francisco, CA 94080 e� ea a c C ��4�gve Jo Ann's C'air rPP 4 �. 1010 EI Camino Real A'ingstop o L:P Auto Parts Wells Fargo Bank© Safeway cific Supermarket niApart Pines C Project Apartments location s Bank of America f('ng Nesttmrou9hB�vd Financial .6 Cl S 'J 9 3 Edi ;sas' PClub View Apartments Cent,i sco m Dari ary w Location Map Oakland _ Tassajara San Francisco son aam°° Alameda iv San Leandro - ©aiy City Castro VaEfey 13 :blin ulmar - Livermore So Hayward Pleasanton Francisco Iflca f Union City Sunol M. SImate. 1 Q _ Fremont' half Isiand El Granada -•�� Redwood City South San Francisco Hal# Q Moon Bay _ : Paiu Allo 't - �, Nlilpitas�., Mountain L°haoa View Jvse�h .� ®•-San Jose A. Gra=rt :San'Gregcrio La I±onda cup ertino..—y County. Pa'F I—, P—ph P �,.� 4aC` J .:Pes—dera Saratoga Big Basin OAcro SAaca - �+y. zcgyote' Vicinity Map e� ea a c C ��4�gve Jo Ann's C'air rPP 4 �. 1010 EI Camino Real A'ingstop o L:P Auto Parts Wells Fargo Bank© Safeway cific Supermarket niApart Pines C Project Apartments location s Bank of America f('ng Nesttmrou9hB�vd Financial .6 Cl S 'J 9 3 Edi ;sas' PClub View Apartments Cent,i sco m Dari ary w Location Map INDEX OF PLANS SHEET No. DESCRIPTION CT0.0 CALTRANS COVER SHEET CT1.0 GENERAL NOTES CT1.1 TYPICAL DETAIL CT1.2 GEOTECH REVIEW LETTER CT2.0 SHORING PLAN CT2.1 SHORING PLAN ZONE A (WEST) CT2.2 SHORING PLAN ZONE B (EAST) CT3.0 ELEVATIONS AND SECTIONS of W W z U � z Z Z W O z :2 (7 Cn 0 STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION PROJECT PLANS FOR CONSTRUCTION STATE HIGHWAY WAY EL CAM I N O REAL - H WY 82 POSTMILE = SM 20.738 IN SAN MATEO COUNTY IN SOUTH SAN FRANCISCO AT 1010 EL CAMINO REAL EXHIBIT A2 Lease Area 04 -SM -82-5004 (Premises) Encroachment Area Highlighted in Red. DIST COUNTY ROUTE SAN 04 82 MATEO PREPARED BY: TOTAL PROJECT I No. ISHEETS SM 20.738 1 CTO.0 1 7 Tuan & Robinson Structural Engineers, Inc. 444 s0eer street, sidle 101 San Francisco, California 94105 TEL 415 957 2480 FAX 415 957 2403 EUGENE TUAN 10/01/19 PRINCIPAL ENGINEER DATE REGISTERED STRUCTURAL ENGINEER THE STATE OF CALIFORNIA OR ITS OFFICERS OR AGENTS SHALL NOT BE RESPONSIBLE FOR 77 -IE ACCURACY OR COMPLETENESS OF NOSCALE SCANNED COPIES OF THIS PLAN SHEET. RELATIVE BORDER SCALE 1 z 3 Usi=eNAM1 s S IN INCHES I i I iI FILE NAMeL.�Prolects\2019\2019-123.00\awry\CTO.O.avy ESS �cf'NE Y rG W Z p 53982 a Fires 06-30-41 UCTURfc`' �F CP�f CONTRACT No. PROJECT ID 2019.123.00 UNIT PROJECT NUMBER & PHASE 4 4 4 4 SH3.0 0 4 PROPERTY LINE SCD7 KIVH I OF WAY NU5 I MILE bl\UU.136 EXHIBIT A3 Lease Area 04 -SM -82-5004 (Premises) Encroachment Area Highlighted in Red. SHORING PLAN ZONE A WEST CALTRANS SUBMITTAL 1"-10'x, z Z ' ' U SHEET NOTES: - --LEGEND: 1. IXISTING SITE CONDITIONS (SPLAN), GRID AND NEW IMPROVEMENTS— COMMUNITY CIVIC CENTER CITY OF SOUTH SAN FRANCISCO EL CAM NO REAL & CHESTNUT AVE. SOUTH SAN FRANCISCO, CA 94080 Tuan & Robinson Structural Engineers, Inc. 444 Spear Street, Surte 101 San Francisco, California 94105 TEL 415 9572480 FAX 415 957 2483 This aocament, the meas ane designs incorporated therin, as an instrument of P.feesi—I Service is the Property of Tuan end Robina. St.—I Engineers. Inc. and is not to be used, in M,k or in part for any Door propel wthom when-h.ri-tion.% COPYRIGHT 1019 ISSUED FOR REV DATE CALTRANS SUBMITTAL 1001/19 SEALS AND SIGNATURES QpOFE58lOn,. E Y. N.. 982 A {7 Exoees Ofi3]-21 'pi9�RUCNRP�P 0.e CAl\F SHEET TITLE SHORING PLAN ZONE A (WEST) CALTRANS SUBMITTAL 2019.123.00 PROJECT NUMBER CT2.1 SHEET NUMBER SHEET NOTES: - --LEGEND: 1. IXISTING SITE CONDITIONS (SPLAN), GRID AND NEW IMPROVEMENTS— SHOWN ARE FOR REFERENCE ONLY AND MAY NOT REFLECT ALL SITE / I CONDITIONS AND ACCURATE DIMENSIONS. SEE ARCHITECTURAL DRAWINGS �\ FOR BUILDING GRID AND DIMENSIONS. SEE PROJECT CIVIL PLANS FOR SITE SOLDIER BEAM NUMBER PLAN AND CONDITIONS. 2. EXISTING UTILITIES SHOWN ON THIS PLAN ARE BASED ON RECORD LOCATIONS SHOWN ON THE SITE TOPOGRAPHICAL SURVEY. ADDITIONAL UTILITIES MAY BE PRESENT. THE GENERAL CONTRACTOR SHALL CONFIRM AND/OR DETERMINE i TEMPORARY TIEBACK THE LOCATION OF ALL UTILITIES AND SHORING CLEARANCE PRIOR TO p PROCEEDING WITH SHORING OPERATIONS. 3. (E) UTILITIES TO BE ABANDONED AND IN CONFLICT WITH (N) SHORING SHALL BE �— SOLDIER BEAM REMOVED BY GENERAL CONTRACTOR PRIOR TO SHORING INSTALLATION. 4. UTILITY CONTRACTORTO LIMIT EXCAVATION OR PROVIDE TRENCH SHORING AS REQUIRED TO PREVENT MOVEMENT OF TIEBACK AND SOLIDER BEAM INTO UTILITY EXCAVATION. `3 HORIZONTAL AND VERTICAL *HV MONITORING POINT AT TOP OF STEEL, SEE GENERAL NOTES a E COMMUNITY CIVIC CENTER CITY OF SOUTH SAN FRANCISCO EL CAM NO REAL & CHESTNUT AVE. SOUTH SAN FRANCISCO, CA 94080 Tuan & Robinson Structural Engineers, Inc. 444 Spear Street, Surte 101 San Francisco, California 94105 TEL 415 9572480 FAX 415 957 2483 This aocament, the meas ane designs incorporated therin, as an instrument of P.feesi—I Service is the Property of Tuan end Robina. St.—I Engineers. Inc. and is not to be used, in M,k or in part for any Door propel wthom when-h.ri-tion.% COPYRIGHT 1019 ISSUED FOR REV DATE CALTRANS SUBMITTAL 1001/19 SEALS AND SIGNATURES QpOFE58lOn,. E Y. N.. 982 A {7 Exoees Ofi3]-21 'pi9�RUCNRP�P 0.e CAl\F SHEET TITLE SHORING PLAN ZONE A (WEST) CALTRANS SUBMITTAL 2019.123.00 PROJECT NUMBER CT2.1 SHEET NUMBER —I— z� 3 � ctao 9 GRD v - 10" TREE - �a �mI N—MMW I I I I I —oo.a�lurcu �-� I 16" TREE - - - °�° - - - ------ D - - D — —-- —' — E ------------ _ LTi Caltrans R/W HV QMH H w H H m - 38 8 40 9.5 w� i See Exhibit A4 w -0.00=644' for Tieback i Nos- I to 29 ' i i o d i ( ( ( ( 12"( U K i 0 l�� 1(r 57.00 I 58' IG D�08 N 1( I T 4-68 NOT WITHIN W_ TRANS SCOPE OF REVI I — 111111112111111�� 0 PG&E TELEPHONE AND ELECTRICAL UTILITIES 56.01 TC 55.56 FL 0 301131 32 33 34 35 36 37 38 �� CALTRANS SCOPE w �� OF REVIEW - SB82 (EL CAMINO REAL) CALTRANS RIGHT OF WAY POSTMILE SM20.738 a 0 a EXHIBIT A4 Lease Area 04 -SM -82-5004 (Premises) Encroachment Area Highlighted in Red. � SHORING PLAN ZONE B EAST CALTRANS SUBMITTAL 5_3.04 TC 52.55 FL 53.02 LG AC I. M `_�_' - I - .RT OF SLOPE CLR AT PROPERTY LINE, -NOTIFY SHORING ENGINEER PRIOR START OF WORK IF ADDITIONAL )RING REQUIRED TO ACCOMMODATE AC LC\t,J, CONDITIONS PLAN), GRID AND NEW IMPROVEMENTS \ \N LYEXISTINGSITE SHOWN ARE FOR REFERENCE ONAND MAY NOT REFLECT ALL SITE CONDITIONS AND ACCURATE DIMENSIONS. SEE ARCHITECTURAL DRAWINGS �\ ( 1 �—SOLDIER BEAM NUMBER FOR BUILDING GRID AND DIMENSIONS. SEE PROJECT CIVIL PLANS FOR SITE PLAN AND CONDITIONS. �/ 2. EXISTING UTILITIES SHOWN ON THIS PLAN ARE BASED ON RECORD LOCATIONS SHOWN ON THE SITE TOPOGRAPHICAL SURVEY. ADDITIONAL UTILITIES MAY BE PRESENT. THE GENERAL CONTRACTOR SHALL CONFIRM AND/OR DETERMINE TEMPORARY TIEBACK THE LOCATION OF ALL UTILITIES AND SHORING CLEARANCE PRIOR TO p PROCEEDING WITH SHORING OPERATIONS. 3. (E) UTILITIES TO BE ABANDONED AND IN CONFLICT WITH (N) SHORING SHALL BE SOLDIER BEAM REMOVED BY GENERAL CONTRACTOR PRIORTO SHORING INSTALLATION. 4. UTILITY CONTRACTORTO LIMIT EXCAVATION OR PROVIDE TRENCH SHORING AS REQUIRED TO PREVENT MOVEMENT OF TIEBACK AND SOLIDER BEAM INTO UTILITY EXCAVATION. 3 - HORIZONTAL AND VERTICAL HV MONITORING POINT AT TOP OF STEEL, SEE GENERAL NOTES a = COMMUNITY CIVIC CENTER CITy OF SOUTH SAN FRANCISCO EL CAMINO REAL & CHESTNUT AVE. SOUTH SAN FRANCISCO, CA 94080 — TA Tuan & Robinson Structural Engineers, Inc. 444 Spear Street, Suite 101 San Francisco, California 94105 TEL 415 9572480 FAX 415 957 2483 This document, the ideas and designs incorporated therin, as an instrument of P.kasi—I Service is ft Property d Tuan and Rabinacn Structural Engineers. Inc. and is not to be used, Fh 1or in part for any other prjeoR v4thout when autM1odzation.p C COPYRIGHT 1019 ISSUED FOR REV DATE CALTRANS SUBMITTAL 10101/19 SEALS AND SIGNATURES NE Y. �p N.. S3982 {7 Expees Ofi3]-21 'pi9�RUCNRP�P 0.e CAl\F SHEET TITLE SHORING PLAN ZONE B (EAST) CALTRANS SUBMITTAL 2019.123.00 PROJECT NUMBER CT2.2 SHEET NUMBER 34 30 25 (E) LIGHT POLE AND 59.4't SCD FOUNDATION VIF TYP. TOS AT (E) GRADE, CONTRACTOR TO VERIFY CLEARANCE OF TYP. 58.7'± BCD 35 TIE BACK To (q LIGHTPOLE FOUNDATION 61.4'±SCD TOP OF (N) WALL, �SSD —---- '__—___ / EL=53.0'/80KIPS/ _DEG50 —— — = I_L=5100DEL=52.0/80KIPS/20 DEG EPS/2G .5'/65KIPS/20 DEG 115.0' _ - - � M M w 1 I I .4 42.5'+ SSD til / � � � III BOE42.5'tSSD I B SEE BEAM ENGTH o II II II II II II IIo 2'-0" p - - 2 3 ° NP' cT3.9 1 CT3.0 10 30 20 NOTE: 1. SOLDIER BEAMS 1-5 NOT WITHIN CALTRANS SCOPE OF REVIEW CALTRANS R/W 2. SOLDIER BEAMS 44-68 NOT WITHIN CALTRANS SCOPE OF REVIEW CITY PROPERTY LEVEL BENCH AS REQ'D FOR CONTRACTORSHALL 26-0'± PROVIDE FILL AS =REQ'D FOR BENCH NTRACTOR TO VIER I-- APPROX. PROFILE OF (E) GRADE, VIF . SEE ELEV. SR 82 (E) 4' TELEPHONE (2) (AT&T) (E) 4'0.24 kV ELECTRIC (PG&E) TEMPORARY TIEBACK, TO BE DETENSIONED IN SEQUENCE WITH (N) RETAINING WALL CONSTRUCTION 2 SECTION - SB18 0 5' 10' (CALTRANS ROW) '•_'°''°• CALTRANS R/W LEVEL BENCH AS REQ'D FOR SHORING INS LL CONTRACTOR SHALL 25'-0" t PROVIDE FILL AS REQ'D CONTRACTOR TO VERIFY EXTENTS SR 82 FOR BENCH (E) 4"TELEPHONE (2) (AT&T) 40 CIT PR ERTY , (E) 4" 0.24 kV ELECTRIC (PG&E) FILE OF VI VIF. t5 TEMPORARY TIEBACK, TO BE DETENSIONED IN SEQUENCE WITH (N) RETAINING WALL CONSTRUCTION 3 SECTION - SB40 0 5' 10' (CALTRANS ROW) _'°`°' SOUTH SITE ELEVATION 0 5' 10' 1' EL CAMINO REAL 1"_1°7 (CALTRANS ROW) SOLDIER BEAM SCHEDULE CALTRANS SUBMITTAL Drill Beam Mark I Diameter I Secdon I Length CONTRACTOR TO VERIFY CLEARANCE OF 15 TIEBACK TO (E) LIGHTPOLE FOUNDATION 10 6 z PRIOR TO INSTALLATION OF TIEBACK 65.34 SCD 63.6+ SCID 64. '+SCD o } _ ___ ____ _____ _____ _ 60'-0" ____ _---- --- �t-- ----- EL=57.0'/100KIPS/20 DEG 115.0' EL=55.I100''/90KIP8/201I0 DEG 115.0' — — — w 1 I I .4 42.5'+ SSD til / � � � III BOE42.5'tSSD I B SEE BEAM ENGTH o II II II II II II IIo 2'-0" p - - 2 3 ° NP' cT3.9 1 CT3.0 10 30 20 NOTE: 1. SOLDIER BEAMS 1-5 NOT WITHIN CALTRANS SCOPE OF REVIEW CALTRANS R/W 2. SOLDIER BEAMS 44-68 NOT WITHIN CALTRANS SCOPE OF REVIEW CITY PROPERTY LEVEL BENCH AS REQ'D FOR CONTRACTORSHALL 26-0'± PROVIDE FILL AS =REQ'D FOR BENCH NTRACTOR TO VIER I-- APPROX. PROFILE OF (E) GRADE, VIF . SEE ELEV. SR 82 (E) 4' TELEPHONE (2) (AT&T) (E) 4'0.24 kV ELECTRIC (PG&E) TEMPORARY TIEBACK, TO BE DETENSIONED IN SEQUENCE WITH (N) RETAINING WALL CONSTRUCTION 2 SECTION - SB18 0 5' 10' (CALTRANS ROW) '•_'°''°• CALTRANS R/W LEVEL BENCH AS REQ'D FOR SHORING INS LL CONTRACTOR SHALL 25'-0" t PROVIDE FILL AS REQ'D CONTRACTOR TO VERIFY EXTENTS SR 82 FOR BENCH (E) 4"TELEPHONE (2) (AT&T) 40 CIT PR ERTY , (E) 4" 0.24 kV ELECTRIC (PG&E) FILE OF VI VIF. t5 TEMPORARY TIEBACK, TO BE DETENSIONED IN SEQUENCE WITH (N) RETAINING WALL CONSTRUCTION 3 SECTION - SB40 0 5' 10' (CALTRANS ROW) _'°`°' SOUTH SITE ELEVATION 0 5' 10' 1' EL CAMINO REAL 1"_1°7 (CALTRANS ROW) SOLDIER BEAM SCHEDULE CALTRANS SUBMITTAL Drill Beam Mark I Diameter I Secdon I Length SHEET NOTES: 1. THE CONTRACTOR SHALL CONFIRM AND/OR DETERMINE THE LOCATION OF ALL UTILITIES AND SHORING CLEARANCE PRIOR TO PROCEEDING WITH SHORING OPERATIONS. 2. THE CONTRACTOR SHALL BE SOLELY RESPONSIBLE FOR PROVIDING WORKING BENCHES AND/OR BERMS IF REQUIRED FOR THE INSTALLATION OF THE SHORING SYSTEM, INCLUDING BUT NOT LIMITED TO SOLDIER BEAMS AND TIEBACKS. CONTRACTOR SHALL SUBMIT FOR RECORD TO SHORING ENGINEER ALL BENCHES, BERMS, AND ASSOCIATED SEQUENCES. 3. CONTRACTOR SHALL PROVIDE BRACING OF SHORING WALL AS REQUIRED TO DETENSION TIEBACKS. 4. LOCATIONS OF EXISTING ELECTRICAL AND TELEPHONE SERVICE ARE APPROXIMATE, AND BASED ON THE "PG&E ELECTRIC AND GAS SERVICE REQUIREMENTS (TD -7100M), JOINT TRENCH CONFIGURATIONS & OCCUPANY GUIDE'. CONTRACTOR SHALL VERIFY DEPTH IN THE FIELD. LEGEND: ( 7 ) — SOLDIER BEAM NUMBER TIEBACK, TYP. TIEBACK DESIGN LOAD, TYP. 78 KIP/15 DEG/15.0' L J UNBONDED LENGTH, TYP. TIEBACK INCLINATION, TYP. Grand total: 38 Grand total: 38 EXHIBIT A5 Lease Area 04 -SM -82-5004 (Premises) Encroachment Area Highlighted in Red. s a COMMUNITY CIVIC CENTER CITY OF SOUTH SAN FRANCISCO EL CAM NO REAL & CHESTNUT AVE. SOUTH SAN FRANCISCO, CA 94080 Tuan & Robinson Structural Engineers, Inc. 444 Spear Street, Surte 101 San Francisco, California 94105 TEL 415 9572480 FAX 415 957 2483 This document, the meas and designs mcorpomkd thenin, as an instrument d Pmfeesi—i Service is the Property d Tuan end Rabinecn Stmd—I Engineers. Inc. and is not to be used, in M,k or in part for any dher proled wthout when authorization.% COPYRIGHT 1019 ISSUED FOR REV DATE CALTRANS SUBMITTAL 1001/19 SEALS AND SIGNATURES QpOFESSIq, NE Y. 2..5 982 A {7 Exoires m-21 {} `pT,gRUCT�RPP 0. CAlw SHEET TITLE ELEVATIONS AND SECTIONS CALTRANS SUBMITTAL 2019.123.00 PROJECT NUMBER CT3.0 SHEET NUMBER TIEBACK SCHEDULE CALTRANS SUBMITTAL SHEET NOTES: 1. THE CONTRACTOR SHALL CONFIRM AND/OR DETERMINE THE LOCATION OF ALL UTILITIES AND SHORING CLEARANCE PRIOR TO PROCEEDING WITH SHORING OPERATIONS. 2. THE CONTRACTOR SHALL BE SOLELY RESPONSIBLE FOR PROVIDING WORKING BENCHES AND/OR BERMS IF REQUIRED FOR THE INSTALLATION OF THE SHORING SYSTEM, INCLUDING BUT NOT LIMITED TO SOLDIER BEAMS AND TIEBACKS. CONTRACTOR SHALL SUBMIT FOR RECORD TO SHORING ENGINEER ALL BENCHES, BERMS, AND ASSOCIATED SEQUENCES. 3. CONTRACTOR SHALL PROVIDE BRACING OF SHORING WALL AS REQUIRED TO DETENSION TIEBACKS. 4. LOCATIONS OF EXISTING ELECTRICAL AND TELEPHONE SERVICE ARE APPROXIMATE, AND BASED ON THE "PG&E ELECTRIC AND GAS SERVICE REQUIREMENTS (TD -7100M), JOINT TRENCH CONFIGURATIONS & OCCUPANY GUIDE'. CONTRACTOR SHALL VERIFY DEPTH IN THE FIELD. LEGEND: ( 7 ) — SOLDIER BEAM NUMBER TIEBACK, TYP. TIEBACK DESIGN LOAD, TYP. 78 KIP/15 DEG/15.0' L J UNBONDED LENGTH, TYP. TIEBACK INCLINATION, TYP. Grand total: 38 Grand total: 38 EXHIBIT A5 Lease Area 04 -SM -82-5004 (Premises) Encroachment Area Highlighted in Red. s a COMMUNITY CIVIC CENTER CITY OF SOUTH SAN FRANCISCO EL CAM NO REAL & CHESTNUT AVE. SOUTH SAN FRANCISCO, CA 94080 Tuan & Robinson Structural Engineers, Inc. 444 Spear Street, Surte 101 San Francisco, California 94105 TEL 415 9572480 FAX 415 957 2483 This document, the meas and designs mcorpomkd thenin, as an instrument d Pmfeesi—i Service is the Property d Tuan end Rabinecn Stmd—I Engineers. Inc. and is not to be used, in M,k or in part for any dher proled wthout when authorization.% COPYRIGHT 1019 ISSUED FOR REV DATE CALTRANS SUBMITTAL 1001/19 SEALS AND SIGNATURES QpOFESSIq, NE Y. 2..5 982 A {7 Exoires m-21 {} `pT,gRUCT�RPP 0. CAlw SHEET TITLE ELEVATIONS AND SECTIONS CALTRANS SUBMITTAL 2019.123.00 PROJECT NUMBER CT3.0 SHEET NUMBER . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-284 Agenda Date: 5/13/2020 Version: 1 Item #: 9a. Resolution approving and authorizing the City Manager to enter into a Lease Agreement with the California Department of Transportation to allow for the subsurface installation of tie back supports adjacent to State Route 82 (El Camino Real) as part of the construction of the Civic Campus project. WHEREAS, in 2019 staff from the City of South San Francisco and the California Department of Transportation ("Caltrans") began negotiating the terms of an agreement to allow for temporary encroachment onto Caltrans property for the purpose of erecting a structural system for the Community Civic Campus - Phase 2 project; and WHEREAS, the proposed lease rate of $38,000 for the two-year term is in line with other project -related Caltrans lease agreements of this nature; and WHEREAS, the City of South San Francisco and Caltrans wish to enter into a two-year lease agreement to allow the temporary installation of components of a structural system below State Route 82, which is a necessary part of the plan for construction of the Community Civic Campus, which is adjacent to the roadway; and WHEREAS, staff recommends that the City enter into the proposed lease with Caltrans to allow the Community Civic Campus project to continue progress toward construction. NOW, THEREFORE, BE IT RESOLVED that the City Council of South San Francisco hereby approves and authorizes the City Manager to enter into a Lease Agreement with the California Department of Transportation, attached as Exhibit A, to allow for the subsurface installation of tie back supports adjacent to State Route 82 (El Camino Real) as part of the construction of the Civic Campus project. BE IT FURTHER RESOLVED that the City Manager is authorized to make any revisions, amendments, or modifications to the Lease Agreement, deemed necessary to carry out the intent of this resolution which do not materially alter or increase the City's obligations thereunder, subject to approval as to form by the City Attorney; and to take any other related action necessary to further the intent of this resolution. E3 City of South San Francisco Page 1 of 1 Printed on 8/18/2020 powered by LegistarTM 04 -SM -82-5004-01 AIRSPACE LEASE AGREEMENT TIE BACK SUPPORTS ARTICLE 1. SUMMARY OF LEASE AGREEMENT PROVISIONS LESSOR: State of California Department of Transportation LESSEE: City of South San Francisco PREMISES: _Subsurface of right of way adjacent to State Route (SR) 82 at along a portion of frontage running along 1010 El Camino Real Located in the City of South San Francisco, County of San Mateo, State of California, commonly known as Lease Area No. 04 -SM -82-5004 and more particularly described in Article 2. Lease Term: Two (2) Years Commencing July 1, 2020 and expiring on June 30, 2022 (Article 3) Rent: $_38,000—(Lump sum) (Article 4) Security Deposit: $-0- (Article 17) Use: Temporary Tie -Back Foundation Supports (Article 5) Comprehensive General Liability Insurance: $5,000,000. (Article 10) Insurance provider: Policy Number: Excess/Umbrella Insurance: $20,000,000. (Article 10) Insurance provider: Policy Number: Address for Notices: (Article 18) To LESSOR: State of California Department of Transportation Right of Way Airspace Development MS 11 U.S. Mail: P.O. Box 23440, Oakland, CA 94623-0440 Street Address: 111 Grand Ave., 13`h Floor, Oakland, CA 94612-1371 To LESSEE: City of South San Francisco City Manager's Office Attn: Mike Futrell 400 Grand Avenue mike.futrell@ssf.net I 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 Agreement Provisions appear. Each reference in this Lease to the Summary of Lease Agreement 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 Agreement Provisions and any other part of the Lease, the latter shall control. 2 (Lease Area No. _04 -SM -82-5004) STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION AIRSPACE LEASE AGREEMENT TIE -BACK SUPPORTS This Airspace Lease Agreement ("Lease"), dated July 1, 2020, is by and between the STATE OF CALIFORNIA, acting by and through its Department of Transportation, hereinafter called "Lessor," and the City of South San Francisco, hereinafter called "Lessee." WITNESSETH For and in consideration of the rental and of the covenants and agreements hereinafter set forth to be kept and performed by the Lessee, Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the PREMISES herein described for the term, at the rental amounts, and subject to and upon all of the terms, covenants and agreements hereinafter set forth. ARTICLE 2. PREMISES Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, for the term, at the rent, and upon the covenants and conditions hereinafter set forth, that certain premises known as Airspace Lease Area No. 04 -SM -82-5004, situated in the City of South San Francisco, County of San Mateo, said land or interest herein being shown on the map, design overlays and elevations marked "Exhibit A," attached hereto and by this reference made a part hereof (PREMISES). The PREMISES shall consist solely of subsurface rights; Lessee shall have no right to occupy or use the surface area above the PREMISES. EXCEPTING THEREFROM all those portions of the PREMISES occupied by the supports and foundations of the existing structure. ARTICLE 3. TERM The term of this Lease shall be for no more than two (2) years, commencing July 1, 2020, and expiring June 30, 2022. Lessee shall have the option to extend the term for one (1) six (6) month period. Lessee shall have no further option to extend the term. ARTICLE 4. RENT Lessee shall pay to Lessor in advance of the commencement of the lease term the lump sum of $ 38,000.00 as the full rent due and payable for the Term of this Lease. All rent shall be paid to Lessor at the following address: State of California, Department of Transportation, Attention: Cashier, P.O. Box 168019, Sacramento, CA 95816-3819 or State of California, Department of Transportation, 1820 Alhambra Boulevard, 2nd Floor, Sacramento, CA. ARTICLE 5. USE Section 5.1 Specified Use The PREMISES shall be used and occupied by Lessee only and exclusively for the purpose of the placement of 38 tie -back foundation supports beneath the Lessor's right of way (as described in Exhibit A) and for no other purpose whatsoever without obtaining prior written consent of Lessor. Under no circumstances at the end of the Lease term shall the tie -back rods left in the State's right of way remain functional and/or under tension. Section 5.2 Condition of Premises Lessee hereby accepts the PREMISES (as described in the attached "Exhibit A" incorporated herein.) in the 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. Lessee acknowledges that neither Lessor, nor any agent of Lessor, has made any representation or warranty with respect to the condition of the PREMISES or the suitability thereof for the conduct of Lessee. Further Lessor has not agreed to undertake any modification, alteration or improvement to the PREMISES except as provided in this Lease. As a condition of possession and use of the PREMISES, the Lessee shall obtain and maintain a valid Encroachment Permit from the Traffic Operations Division of the Department of Transportation (Caltrans). Except as may be otherwise expressly provided in this Lease, the taking of possession of the PREMISES by Lessee shall in itself constitute acknowledgement that the PREMISES are in good and useable condition, and Lessee agrees to accept the PREMISES in its presently existing conditions "as is," and that the Lessor shall not be obligated to make any improvements or modifications thereto except to the extent that may otherwise be expressly provided in this Lease. Lessee 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 but not limited to investigation of the surface, subsurface, and groundwater for contamination and hazardous materials) and is satisfied that the PREMISES will safely support the project type to be constructed by Lessee upon the PREMISES, that the PREMISES is otherwise fully fit physically and lawfully for the uses required and permitted by this Lease and that Lessee accepts all risks associated therewith. Lessee acknowledges that (1) Lessor has informed Lessee prior to the commencement of the term of this Lease that the Lessor 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 Lessor has made available to Lessee, for review and inspection, records in the possession or control of the Lessor which might reflect the potential existence of hazardous materials on or beneath the PREMISES; (3) Lessor has provided Lessee access to the PREMISES for a reasonable time and upon reasonable terms and conditions for 4 purposes of providing to Lessee 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 Lessee represents to Lessor that, except as otherwise may be stated on Exhibit "B" attached hereto and by this reference incorporated herein, Lessee 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 Lessee knows or has reasonable cause to believe has come or will come to be located on or beneath the PREMISES, Lessee has listed the hazardous material on attached Exhibit "B" and agrees promptly to commence and complete the removal of or other appropriate remedial action regarding the hazardous material introduced to the PREMISES during Lessee's period of use at no cost or expense to Lessor 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 5.6 of this Lease. In the event Lessee breaches any of the provisions of this Section, this Lease may be terminated immediately by Lessor. Lessee agrees that, except as otherwise expressly provided in this Lease, Lessee is solely responsible, without any cost or expense to the Lessor, to take all actions necessary, off as well as on the PREMISES, to continuously use the PREMISES as required by this Lease and in compliance with all applicable laws and regulations. Section 5.3 Compliance with Law Lessee 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 Lessee in any action against Lessee, whether Lessor be a party thereto or not, that Lessee has violated any law, statute, ordinance or governmental rule, regulation, or requirement, shall be conclusive of that fact as between Lessor and Lessee. Lessee shall not allow the PREMISES to be used for any unlawful purpose, nor shall Lessee cause, maintain or permit any nuisance in, on or about the PREMISES. Lessee shall not commit or suffer to be committed any waste in or upon the PREMISES. Section 5.4 Explosives and Flammable Materials The PREMISES shall not be used by Lessee or its contractors, employees, agents or invitees for the storage of flammable materials, explosives, or other materials or other purposes deemed by Lessor to be a potential fire or other hazard to the transportation facility. The operation and maintenance of the PREMISES shall be subject to regulation by Lessor so as to protect against fire or other hazard impairing the use, safety and/or appearance of the transportation facility. The occupancy and use of the PREMISES by Lessee 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 Section 5.5 Hazardous Materials Lessee 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, Lessee shall not use, create, store or allow any hazardous materials on the PREMISES. Except for the steel tie -backs and necessary grouting, in no case shall Lessee cause or allow the deposit or disposal of any hazardous materials of any kind on the PREMISES. Lessor, 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 inspection may include taking samples of substances and materials present for testing, and/or the testing of surface soils and soils below or underground tanks on the PREMISES. In the event Lessee breaches any of the provisions of this Section, this Lease may be terminated immediately by Lessor It is the intent of the parties hereto that Lessee shall be responsible for and bear the entire cost of removal and disposal of any and all hazardous materials introduced to the PREMISES by Lessee or its contractors, employees or agents during Lessee's period of use of the PREMISES. Lessee shall also be responsible for any clean-up and decontamination on or off the PREMISES necessitated by the introduction of such hazardous materials within the PREMISES or any surface below the PREMISES by Lessee or its contractors, employees or agents, or of the introduction of hazardous materials by a trespasser within an adjacent property possessed and controlled by Lessee or its contractors, employees or agents, and such hazardous materials leech into Lessor's adjacent right of way. Lessee shall not be responsible for or bear the cost of removal or disposal of hazardous materials introduced to the PREMISES (a) by any party other than a Lessee or (b) during any period prior to commencement of Lessee's period of use of the PREMISES. Lessee shall further defend, indemnify, and hold harmless Lessor, and Lessor's directors, officers, and employees, from any and all responsibilities, liabilities, penalties, and claims for damages resulting from the presence or use of hazardous materials within the PREMISES by Lessee or its contractors, employees or agents, or of the introduction of hazardous materials by a trespasser within an adjacent property possessed and controlled by Lessee or its contractors, 6 employees or agents during Lessee's period of use of the PREMISES, as required under Article 10. Section 5.6 Encroachment Permit and Lease Prior to using the PREMISES, Lessee shall apply for and be issued an Encroachment Permit from Lessor's Division of Traffic Operations specifically permitting Lessee to enter the PREMISES. Lessee shall maintain a valid encroachment permit for the entire term of this Lease. Any suspension, termination or revocation of the issued Encroachment Permit for any reason shall be a material breach of this Lease as provided in Article 13 of this Lease. The Lease shall be terminated immediately upon revocation of Encroachment Permit by Lessor. If the Encroachment Permit and this Lease conflict, the requirements of the Encroachment Permit shall prevail. While this Lease solely provides Lessee with subsurface rights to install tiebacks within the PREMISES as more particularly described in Section 5.1, the required Encroachment Permit may provide Lessee with specific permission to occupy the ground surface or sub -surface located below the PREMISES for temporary sidewalk or roadway safety closures or other uses indirectly related to the tieback operations within the PREMISES. Section 5.7 Signs No advertising signs or banners of any size may be erected on the PREMISES. Lessee shall not place, construct or maintain upon the PREMISES, and shall not allow others to 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. Lessor may remove any sign, banner or flag existing on the PREMISES, and Lessee shall be liable to and shall reimburse Lessor for the cost of such removal plus interest as provided in Section 18.11 from the date of completion of such removal. Section 5.8 Lessor's Rules and Regulations Lessee shall faithfully observe and comply with the rules and regulations that Lessor shall from time to time promulgate for the protection of the transportation facility and the safety of the traveling public. Lessor reserves the right to make modifications to said rules and regulations at any time without prior notice to Lessee and without Lessee's consent. The additions and modifications to those rules and regulations shall be binding upon Lessee upon delivery of a copy of them to Lessee. Section 5.9 Water Pollution Control Lessee shall comply with all applicable State and Federal water pollution control requirements regarding storm water and non -storm water discharges from the Lessee'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 7 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 www.swrcb.ca.gov under Stormwater. Lessee 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. Lessee shall implement and maintain the Best Management Practices (BMPs) shown in the attached Stormwater Pollution Prevention Fact Sheet for: General Land Use marked "Exhibit B". Lessee shall identify any other potential sources of storm water and non -storm water pollution resulting from Lessee'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 (RW Storm Water Manual) available for review at the Lessor's District Right of Way office or online at www.dot.ca. og v/hq/row/rwstormwater and (2) Construction Site Best Management Practices (BMPs) Manual, which is available online at www.dot.ca.jzov/hq/construc/stormwater/manuals.htm. In the event of conflict between the attached Fact Sheet(s), the manuals and this Lease, this Lease shall control. Lessee shall provide Lessor 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 (SWRCB) website at http:/www.waterboards.ca.gov/water_issues/programs/stormwater/gen_indus.shtml. Other SIC codes may be found at www.osha.goy/pls/imis/sicsearch.html. Lessor, 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 PREMISES. ARTICLE 6. IMPROVEMENTS No improvements of any kind, except the tie -back rods and supports (including injected grout) below the surface shall be placed below, above, in, on, or, upon the PREMISES, and no alterations shall be made in, on, or, upon the PREMISES without the prior written consent of Lessor and the concurrence of the Federal Highway Administration (FHWA). In the event Lessee violates any of the provisions of this Article, this Lease may be terminated immediately by Lessor. 8 ARTICLE 7. SURRENDER OF PREMISES AT EXPIRATION OR TERMINATION OF LEASE Immediately upon the expiration or earlier termination of this Lease, Lessee shall peaceably and quietly leave, surrender, and yield up to Lessor the PREMISES together with all appurtenances and fixtures in good order, condition and repair, reasonable wear and tear excepted. ARTICLE 8. REMOVAL OF PERSONAL PROPERTY Where relevant, appurtenances placed on the PREMISES by Lessee under this Lease are the personal property of Lessee. At the expiration or earlier termination of this Lease, Lessee shall remove all personal property placed on the PREMISES and shall restore the PREMISES to its previous condition, except surfacing, wheel rails, column guards, tie -backs and associated grouting, at Lessee's sole expense. Any personal property not removed by Lessee after thirty (30) days from Lessor's sending written notice to Lessee may be removed by Lessor. Lessee shall be liable to Lessor for all costs incurred by Lessor in effecting the removal of personal property and restoring the PREMISES. Lessor may, in its sole discretion, declare all personal property not removed by Lessee to be abandoned by Lessee and this property shall, without compensation to Lessee, become Lessor's property, free and clear of all claims to or against it by Lessee or any other person. ARTICLE 9. MAINTENANCE AND REPAIRS Section 9.1 Lessee's Obligations Lessee, at its own cost and expense, shall maintain the PREMISES, and keep it free of all debris of every description. Lessee shall ensure that the PREMISES is at all times in an orderly, clean and safe condition. Lessor requires a high standard of cleanliness, consistent with location of the PREMISES as an adjunct of the California State Highway System. Lessee shall dispose of swept or picked up material properly and shall not deposit such material in the State Highway. Where relevant, Lessee hereby expressly waives the right to make repairs at the expense of Lessor and waives the benefit of the provisions of Sections 1941 and 1942 of the California Civil Code or any successor thereto. Lessee shall take all steps necessary to protect effectively all Lessor's improvements including but not limited to the piers, footings, utilities, columns and all other Lessor owned sub- surface structures, if any, from damage incident to Lessee's use of the PREMISES and any improvements, all without expense to Lessor. Lessee shall, at its own cost and expense, repair in accordance with Lessor's standards any damage to any property owned by Lessor, including, but not limited to, all fences, guardrails, piers, and columns, regardless of whether such damage is caused by Lessee, sub -lessees, invitees or other third parties. At Lessee's request, Lessor will repair the damage to its property on the PREMISES, and Lessee agrees to reimburse Lessor promptly after demand for the amount Lessor has reasonably expended to complete the repair work. Lessee shall designate in writing to Lessor a representative who shall be responsible for the day-to-day operation on the PREMISES. E Section 9.2 Lessor's Rights In the event Lessee fails to perform Lessee's obligations under this Article, Lessor shall give Lessee written notice to do such acts as are reasonably required to so maintain the PREMISES. If within ten (10) days after Lessor sends such written notice, Lessee fails to comply do the work and diligently proceed in good faith to prosecute such maintenance and/or repair it to completion, Lessor shall have the right, but not the obligation, to do such acts and expend such funds at the expense of Lessee as are reasonably required to perform such work. Any amount so expended by Lessor shall be paid by Lessee promptly after demand plus interest as provided in Section 18.11 of this Lease from the date of completion of such work to date of payment. Lessor shall have no liability to Lessee for any damage, inconvenience or interference with the use of the PREMISES by Lessee as a result of performing any such work. ARTICLE 10. INDEMNITY AND INSURANCE Section 10.1 Indemnification Neither Lessor nor any of Lessor's officers or employees is responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by Lessee under or in connection with any work, authority, or jurisdiction conferred upon Lessee or arising under this Lease. It is understood and agreed Lessee will fully defend, indemnify, and save harmless Lessor and all of its officers and employees from all claims, suits, or actions of every kind brought forth under any theory of liability occurring by reason of anything done or omitted to be done by Lessee under this Lease. Lessee's obligations to defend, indemnify, and save harmless Lessor extends to any and all claims, suits, or actions of every kind brought forth under any theory of liability occurring due to the use of the PREMISES and Lessee's operations under this Lease, any accompanying agreement with Lessor, and any encroachment permit issued by Lessor. Lessee shall include in any contract it enters with any third party to conduct work in association with this Lease, including any contractors who design, construct, or maintain equipment, structures, fixtures or other property, a requirement the contractor will fully defend, indemnify and save harmless Lessor and its officers and employees from any and all claims, suits or actions of every kind brought forth under any theory of liability occurring due to the work conducted in association with this Lease. If Lessee has any additional insured endorsements executed by any third parties conducting work in association with this Lease naming Lessor to comply with this provision, Lessee shall provide copies of the additional insured endorsements and a Certificate of Insurance to Lessor. If the Lease is terminated for any reason, Lessee also agrees to indemnify, defend, and save harmless Lessor from any third party claims for damages arising out of the termination of the Lease due to Lessor's failure to comply with the requirements of the Lease. Such third party claims include any claims from any contractors retained by Lessee or its successors. Furthermore, Lessee agrees it controls the PREMISES. As such, Lessee agrees to defend, indemnify and hold harmless Lessor, its officers, agents, and employees for any and all claims arising out of any allegedly dangerous condition of public property based upon the condition of the PREMISES. 10 Lessee agrees to defend, indemnify and save harmless Lessor, its officers, employees, and agents from any and all claims, suits or actions of every kind brought forth under any theory of liability with respect to the PREMISES or the activities of Lessee or its officers, employees, and agents at the PREMISES, excluding those arising by reason of the sole or active negligence of Lessor, its officers, employees, and agents. Lessee's obligations to defend and indemnify Lessor is not excused because of Lessee's inability to evaluate liability or because Lessee evaluates liability and determines Lessee is not liable. Lessee must respond within 30 days to the tender of any defense and indemnity by Lessor, unless this time has been extended by Lessor. Section 10.2 Insurance Nothing in this Lease is intended to establish a standard of care owed to any member of the public or to extend to the public the status of a third -party beneficiary for any of these insurance specifications. A. Workers' Compensation and Employer's Liability Insurance Lessee shall provide workers' compensation and employer's liability insurance as required under the Labor Code and provide Lessor the following certification before performing any work (Labor Code § 1861) in connection with this Lease: I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self- insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract. Lessee shall provide Employer's Liability Insurance in amounts not less than: 1. $1,000,000 for each accident for bodily injury by accident 2. $1,000,000 policy limit for bodily injury by disease 3. $1,000,000 for each employee for bodily injury by disease B. Comprehensive General Liability Insurance Lessee shall procure Comprehensive General Liability Insurance with $5 million per occurrence and aggregate limits and Umbrella or Excess Liability Insurance with $20 million limits covering all operations by or on behalf of Lessee, providing insurance for bodily injury liability and property damage liability, and including coverage for: 1. PREMISES, operations and mobile equipment 2. Products and completed operations 3. Broad form property damage (including completed operations) 4. Explosion, collapse, and underground hazards 5. Personal injury 6. Contractual liability Lessee shall provide a complete copy of the Comprehensive General Liability and the Excess/Umbrella insurance policies with all endorsements, riders, and amendments to Lessor on or before the commencement of this Lease. 11 The Comprehensive General Liability insurance procured by Lessee shall also comply with the following: 1. Shall extend to all of Lessee's operations and remain in full force and effect during the term of this Lease. 2. Must be with an insurance company with a rating from A.M. Best Financial Strength Rating of A- or better and a Financial Size Category of VII or better. 3. Shall be on Commercial General Liability policy form no. CG0001 as published by the Insurance Services Office (ISO) or under a policy form at least as broad as policy form no. CG0001. 4. Shall contain completed operations coverage with a carrier acceptable to LESSOR through the expiration of the latent and patent deficiency in construction statutes of repose set forth in Code of Civil Procedure section 337.15. 5. Shall name Lessor, including its officers, directors, agents (excluding agents who are design professionals), and employees, as additional insureds under the General Liability and Umbrella Liability Policies with respect to liability arising out of or connected with work or operations performed in connection with this Lease. Coverage for such additional insureds does not extend to liability to the extent prohibited by Insurance Code section 11580.04. 6. Shall provide additional insured coverage by a policy provision or by an endorsement providing coverage at least as broad as Additional Insured (Form B) endorsement form CG 2010, as published by the Insurance Services Office (ISO), or other form designated by Lessor. 7. Shall state the insurance afforded the additional insureds applies as primary insurance. Any other insurance or self-insurance maintained by Lessor is excess only and must not be called upon to contribute with this insurance. Lessee shall carry automobile liability insurance, including coverage for all owned, hired, and nonowned automobiles. The primary limits of liability must be not less than $1,000,000 combined single limit for each accident for bodily injury and property damage. The umbrella or excess liability coverage required under this Article shall also apply to automobile liability. The umbrella or excess policy must contain a clause stating it takes effect (drops down) in the event the primary limits are impaired or exhausted. Lessor allows reasonable deductible clauses not overly broad, exceeding $250,000, or harmful to Lessor. Lessee agrees by executing this Lease it shall defend, indemnify, and hold harmless Lessor until such deductible is paid or applied to any claim arising out of this Lease, regardless of Lessee's evaluation of liability, as discussed in Section 9.1. Lessor may assure Lessee's compliance with Lessee's insurance obligations. Ten days before an insurance policy lapses or is canceled during the term of this Lease, Lessee must submit evidence of renewal or replacement of the policy. Lessee is not relieved of its duties and responsibilities to indemnify, defend, and hold harmless Lessor, its officers, agents, and employees by Lessor's acceptance of insurance policies and certificates. The minimum insurance coverage amounts do not relieve Lessee from liability in excess of such coverage. C. Self -Insurance Reasonable self-insurance programs and self-insured retentions in insurance policies are permitted by Lessor. If Lessee uses a self-insurance program or self-insured retention, Lessee 12 must provide Lessor with the same protection from liability and defense of suits as would be afforded by first -dollar insurance. Further, execution of this Agreement is Lessee's acknowledgment Lessee will be bound by all laws as if Lessee were an insurer as defined under Insurance Code section 23 and Lessee's self-insurance program or self-insured retention shall operate as insurance as defined under Insurance Code section 22. Section 10.3 Failure to Procure and Maintain Insurance If Lessee fails to procure or maintain the insurance required by this Article in full force and effect, this Lease may be terminated immediately by Lessor. In addition, if Lessee fails to procure or maintain the insurance required by this Article, Lessee 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. Section 10.4 Waiver of Subrogation Lessee hereby waives any and all rights of recovery against Lessor, or against the officers, employees, agents and representatives of Lessor, for loss of or damage to Lessee 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. Lessee shall give notice to its insurance carrier or carriers that the foregoing waiver of subrogation is contained in the Lease. ARTICLE 11. PAYMENT OF TAXES Lessee 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 Lessee in and to the PREMISES, buildings, improvements or structures. Specifically, and without placing any limitation on Lessee's obligations under the immediately preceding sentence, Lessee 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 Lessee, whether or not the same have become so fixed to the land as to comprise a part of the real estate. Lessee understands that any possessory interest of Lessee created in the PREMISES by this Lease may be subject to property taxation and that Lessee may be liable for payment of any such tax levied on such interest. Any obligation of Lessee under this Article, including possessory interest tax that the city or county may impose upon Lessee's interest herein, shall not reduce any rent due hereunder and any such obligation shall become the liability of and be paid by Lessee. In the event Lessee defaults in the payment of any of the obligations set forth in this Article, this Lease may be terminated immediately by Lessor and upon such termination Lessee must immediately cease using the PREMISES. 13 ARTICLE 12. RIGHT OF ENTRY Section 12.1 Inspection, Maintenance, Construction and Operation of Freeway Structures Lessor, through its agents or representatives, and other city, county, state and federal agencies, including the Federal Highway Administration, 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 Lessee, Lessee's directors, officers, employees, agents, and/or representatives. Lessor 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 any and all freeway structures and their appurtenances; provided, further, that Lessor 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 and/or appurtenances, in which event the term of this Lease shall be extended for a period equal to the emergency occupancy by Lessor, and during said period Lessee shall be relieved, to the degree of interference, from the performance of conditions or covenants specified herein. Lessor further reserves the right of entry by any authorized officer, engineer, employee, contractor or agent of the Lessor for the purpose of performing any maintenance activities upon the PREMISES which Lessee has failed to perform. All agreements which Lessee enters into for the sublease or use of all or any part of the PREMISES shall contain a provision, approved by Lessor, which describes Lessor's right of entry as set forth in this Article. Section 12.2 Lessor's Use of the PREMISES Lessee understands and agrees that Lessor may, from time to time, be required to perform work on all or a part of the freeway structures which are situated on, above or adjacent to the PREMISES or be required to use all or a portion of the PREMISES in connection with the protection, maintenance, reconstruction, and operation of the state highway system. Lessor shall have the right to impose such restrictions on Lessee's right to enter, occupy, and use the PREMISES and to construct improvements thereon as Lessor deems are necessary to enable it to maintain, protect, reconstruct or operate the state highway system without interference from Lessee and/or anyone acting by, through, or on behalf of Lessee. In the event Lessor determines that it needs possession of all or a portion of the PREMISES, or needs to place restrictions on Lessee's use of the PREMISES, Lessor shall, at least thirty (30) days prior to the effective date of the commencement of such possession or restrictions notify Lessee in writing describing the extent of the possession or restrictions and the effective date of their commencement, except in cases of emergency in which cases Lessor will attempt to provide notice to Lessee in advance of placing such restrictions or taking possession but may place such restrictions or take possession effective immediately without advance notice to Lessee.. Upon the effective date of said notice, Lessee shall peaceably surrender possession of all or any specified portion of the PREMISES and comply with the restrictions as stated therein. The monthly rent stated in Article 4, shall be reduced by an amount equal to the proportion which the area of the portion of the PREMISES which Lessee is restricted from using or which has been surrendered to Lessor bears to the total area of the PREMISES. This reduction in rent shall be Lessee's sole remedy against Lessor for Lessee's inability to possess or use the entire area of the PREMISES, or 14 for any disruption of Lessee's ability to use any part of the PREMISES, and Lessee expressly agrees to hold Lessor harmless from any and all liability for, and expressly waives any right it may have to recover compensation from Lessor, waives any right it may have to recover for damages to the PREMISES or any improvements constructed on the PREMISES, waives any right it may have to assert or recover lost profits or other revenue, 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 Lessor's possession of the PREMISES, Lessor's, imposition of restrictions or Lessee's inability to use or possess all or any portion of the PREMISES. Lessee shall conduct its operations on the PREMISES in such a manner so as not to interfere with Lessor's or its contractor's performance of any work done on or above the PREMISES. Lessee acknowledges that the performance of the work may cause damage to paving or other improvements constructed by Lessee on the PREMISES. At the end of the lease, and forever thereafter if remaining tie -back rods are bent, cut or removed from State's right of way, the State will have no liability for any damage incurred to adjacent private property structures by the bending, cutting or removal of those tie -back rods from the State's right of way. ARTICLE 13. TERMINATION OF LEASE Section 13.1 Termination by Mutual Consent Notwithstanding any provision herein to the contrary, this Lease may be terminated, and the provisions of this Lease may be altered, changed or amended by mutual written consent of Lessor and Lessee. Section 13.2 Termination by One Party Notwithstanding any provision herein to the contrary, this Lease may be terminated at any time by Lessee upon providing Lessor with ninety (90) days prior notice in writing, or by Lessor upon providing Lessee with ninety (90) days prior notice in writing. In addition, failure of the Lessee to continually maintain a current, valid encroachment permit issued by Lessor's Division of Traffic Operations as required within Section 5.8 of this Lease, shall result in the immediate termination of this Lease. Notices of termination under this section shall be delivered in accordance with the provisions of Section 18.13 to the addresses set forth in Article 1. ARTICLE 14. DEFAULT Section 14.1 Default In addition to any other grounds for breach identified elsewhere in this Lease, the occurrence of any of the following shall constitute a material breach and default of this Lease by Lessee: (a) Any failure by Lessee to pay rent or any other monetary sums required to be paid under this Lease, where such failure continues for ten (10) days after written notice thereof has been given by Lessor to Lessee. (b) The abandonment or vacation of the PREMISES by Lessee. Failure to occupy and operate within the PREMISES for thirty (30) consecutive days following the mailing of written notice from Lessor to Lessee calling attention to the abandonment shall be 15 deemed an abandonment or vacation. (c) The making by Lessee of any general assignment or general arrangement for the benefit of creditors; the filing by or against Lessee of a petition to have Lessee 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 Lessee the same is dismissed within sixty (60) days); the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets, where possession is not restored to Lessee within forty-five (45) days; or the attachment, execution or other judicial seizure of substantially all of Lessee's assets, where such seizure is not discharged within thirty (30) days. (d) The failure by Lessee to comply with any provision of any law, statute, zoning restriction, or ordinance, or of any governmental rule, regulation, or requirement as set forth in Section 5.3 of this Lease. (e) The failure by Lessee to comply with the requirements regarding explosives and flammable materials as set forth in Section 5.4 of this Lease, or regarding hazardous materials as set forth in Section 5.5 of this Lease. (f) The failure by Lessee to pay any tax, assessment, imposition, levy, or charge of any kind as set forth in Article 10 of this Lease. (g) The construction by Lessee of any improvements on the PREMISES contrary to the provisions of Article 6 of this Lease. (h) The failure by Lessee to observe and perform any other provision of this Lease to be observed or performed by Lessee, where such failure continues for thirty (30) days after written notice thereof by Lessor to Lessee; provided, however, that if the nature of such default is such that it cannot be reasonably cured within such thirty (30) day period, Lessee shall not be deemed to be in default if Lessee shall within such period commence such cure and thereafter diligently prosecute the same to completion. (i) Failure of the Lessee to continually maintain a current valid Encroachment Permit issued by Lessor's Division of Traffic Operations as required within Sections 5.2 and 5.6 of this Lease. Section 14.2 Lessor's Remedies In the event of any material breach or default by Lessee, Lessor may at any time thereafter, without limiting Lessor in the exercise of any right of remedy at law or in equity which Lessor may have by reason of such default or breach, terminate Lessee's right to possession by any lawful means, in which case this Lease shall immediately terminate and Lessee shall immediately surrender possession of the PREMISES to Lessor. In such event Lessor shall be entitled to recover from Lessee all damages incurred by Lessor by reason of Lessee's breach or default including, but not limited to, the following: (a) any unpaid rent for the remaining term of the Lease; plus (b) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee's failure to perform its obligations under this Lease or which in the ordinary course of events would be likely to result therefrom; plus (c) at Lessor'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. 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 Lessee pursuant to the 16 terms of this Lease. Section 14.3 Late Charges Lessee hereby acknowledges that late payment by Lessee to Lessor of rent and other sums due hereunder will cause Lessor 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 Lessee shall not be received by Lessor or Lessor'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 Lessor. 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. Lessor shall apply any monies received from Lessee 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 Lessee. Acceptance of such late charges by Landlord shall in no event constitute a waiver of Lessee's default with respect to such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted hereunder. ARTICLE 15. ASSIGNMENTS, TRANSFERS, SUBLEASES AND ENCUMBRANCES Section 15.1 Prohibition on Assignments, Transfers and Subleases during the Term Lessee shall not assign, transfer, or sublease all or any part of its interest in this Lease, and Lessor will not grant its consent to any purported assignment, transfer, or sublease of all or any part of this Lease. Section 15.2 Encumbrances Lessee has no right to and shall not encumber the PREMISES in any manner whatsoever. ARTICLE 16. NONDISCRIMINATION Lessee, 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 PREMISES and (4) Lessee shall use the PREMISES 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 Lessor shall have the right to immediately terminate this Lease, and to re-enter and repossess the PREMISES, and hold the same as if said Lease had never been made or issued. 17 ARTICLE 17. SECURITY DEPOSIT Concurrently with Lessee's execution of this Lease, Lessee shall deposit with Lessor the sum of $-0- as a Security Deposit. Said sum shall be held by Lessor as a Security Deposit for the faithful performance by Lessee of all of the terms, covenants, and conditions of this Lease to be kept and performed by Lessee during the term hereof. If Lessee 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, Lessor may at Lessor's option use, apply, or retain all or any part of this Security Deposit for the payment of any other amount which Lessor may spend by reason of Lessee's default or use it to compensate Lessor for any other loss or damage which Lessor may suffer by reason of Lessee's default. If any portion of said Security Deposit is so used or applied, Lessee shall within ten (10) days after written demand therefor, deposit cash with Lessor in an amount sufficient to restore the Security Deposit to its original amount, and Lessee's failure to do so shall be a material breach of this Lease. Lessor shall not be required to keep this Security Deposit separate from its general funds, and Lessee shall not be entitled to interest on such deposit. If Lessee 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 Lessee at the expiration of the Lease term and after Lessee has vacated the PREMISES. ARTICLE 18. ADDITIONAL PROVISIONS Section 18.1 Quiet Enjoyment Lessor covenants and agrees with Lessee that upon Lessee paying rent and other monetary sums due under the Lease and performing Lessee's covenants and conditions, Lessee shall and may peaceably and quietly have, hold, and enjoy the PREMISES for the Lease term, except as otherwise provided in this Lease. Section 18.2 Captions, Attachments, Defined Terms The captions of the Articles and Sections in 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 mutually agreed upon by the parties, are deemed by attachment to constitute part of this Lease and are incorporated herein. The words "Lessor" and "Lessee," 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 Lessor or Lessee, the obligations hereunder imposed upon Lessor or Lessee shall be joint and several. If the Lessees are husband and wife, the obligations shall extend individually to their sole and separate property as well as to their community property. Section 18.3 Entire Agreement This Lease, along with any exhibits and attachments hereto, constitutes the entire agreement between Lessor and Lessee relative to the PREMISES and this Lease and the exhibits and attachments may be altered, amended, or revoked only by an instrument in writing signed by both Lessor and Lessee, except as otherwise provided in this Lease. Lessor and Lessee agree that 18 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 Lease Agreement. Section 18.4 Severability If any term or provision of this Lease is determined by a court of competent jurisdiction to be invalid or unenforceable to any extent, such term or provision shall be automatically severed from this Lease and the remainder of this Lease shall not be affected thereby, and the remaining terms and provisions of this Lease shall be valid and enforceable to the fullest extent permitted by law. Section 18.5 Costs of Suit If Lessee or Lessor shall bring any action for any relief against the other, declaratory or otherwise, arising out of this Lease, including any suit by Lessor 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. Should Lessor, without fault on Lessor's part, be made a party to any litigation instituted by Lessee or by any third party against Lessee, or by or against any person holding under or using the PREMISES by license of Lessee, or for the foreclosure of any lien for labor or materials furnished to or for Lessee or any such other person or otherwise arising out of or resulting from any act or transaction of Lessee or of any such other person, Lessee shall defend, indemnify and hold harmless Lessor, and Lessor's directors, officers, employees, and representatives, from any and all such claims and/or judgment rendered against Lessor or the PREMISES or any part thereof, and Lessee shall pay and/or reimburse Lessor for all costs and expenses, including reasonable attorney's fees, incurred by Lessor in connection with such litigation. Section 18.6 Time; Joint and Several Liability Time is of the essence for this Lease and each and every provision hereof, except as to the conditions relating to the delivery of possession of the PREMISES to Lessee. All the terms, covenants, and conditions contained in this Lease to be performed by Lessee, if such Lessee shall consist of more than one person or organization, shall be deemed to be joint and several among the component persons and/or organizations making up such Lessee. All rights and remedies of the parties shall be cumulative and non-exclusive of any other remedy at law or in equity. Section 18.7 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, without regard for its conflict of law provisions. 19 Section 18.8 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 Lessor of any performance by Lessee after the time the same shall have become due shall not constitute a waiver by Lessor of the breach or default of any covenant, term or condition unless otherwise expressly agreed to by Lessor in writing. Section 18.9 Surrender of PREMISES The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation thereof, shall not work a merger and shall, at the option of the Lessor, terminate all or any existing subleases or sub tenancies, or may, at the option of Lessor, operate as an assignment to it of any or all such subleases or sub tenancies. Section 18.10 Holding Over If Lessee remains in possession of all or any part of the PREMISES after the expiration of the Lease term, with or without the express or implied consent of Lessor, 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 Article 4 shall be increased by ten percent (10%) effective the first month of the holdover period. Lessor further reserves the right to review the rental rates of all holdover Lessees periodically for the purpose of making reasonable adjustments to the monthly rental payments. Section 18.11 Interest on Past Due Obligations Except as expressly provided otherwise in this Lease, any amount due to Lessor 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, per month, from the original due date. Except as expressly provided otherwise in this Lease, payment of such interest together with the original amount due shall excuse or cure any default by Lessee caused by failure to timely pay the original amount due. Section 18.12 Recording Neither Lessor nor Lessee shall record this Lease. Section 18.13 Notices All notices or demands of any kind required or desired to be given by Lessor or Lessee hereunder shall be in writing and shall be deemed delivered two (2) calendar days after depositing the notice or demand in the United States mail, certified or registered, postage prepaid, addressed to the Lessor or Lessee respectively at the addresses set forth in Article 1. P Section 18.14 No Reservation Submission of this instrument for examination or signature by Lessee 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 Lessor and Lessee. Section 18.15 Corporate Authority If Lessee 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 Lessee is a corporation, Lessee shall, within thirty (30) days after execution of this Lease, deliver to Lessor a certified copy of a resolution of the Board of Directors of said corporation authorizing or ratifying the execution of this Lease. Section 18.16 Force Majeure If either Lessor or Lessee shall be delayed or prevented from the performance of any act required under this Lease by reason of acts of God, or by governmental restrictions, regulations, or controls (except those reasonably foreseeable in connection with the uses contemplated by this Lease), or by other cause without fault and beyond the control of the party obligated (except financial inability), then 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 section shall excuse Lessee from prompt payment of any rent, taxes, insurance or any other charge required of Lessee, except as may be expressly provided in this Lease. In Witness Whereof Lessor and Lessee have executed this Lease as of the date first written above. LESSOR: STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION Dated: LE JULIE MCDANIEL, Right of Way - District Office Chief Airspace Development, Local Programs, Relocation Assistance &Utility Relocations LESSEE: CITY OF SOUTH SAN FRANCISCO Dated: LE MIKE FUTRELL, City Manager City of South San Francisco 21 Stormwater Pollution Prevention General Land Use Illicit Connection sllllegal Discharge • Locate solid waste storage areas away from drainage facilities and watercourses and not in areas prone to flooding or ponding. Prevent storm water run-on from contacting stored solid waste through the use of ditches, berms, dikes and swales. Use dry cleanup techniques (e.g., vacuuming, sweeping, dry rags) to remove solid waste from the site when practicable. Use wet cleaning techniques only when dry cleanup techniques are not practicable. Periodically inspect the solid waste storage areas and review the disposal procedures. • Non -storm water discharges to drainage paths, drain systems and watercourses are prohibited. Fluids should be collected by vacuum or other methods and contained and recycled, evaporated or discharged to the sanitary sewer system with approval from the publicly -owned treatment works. • Store, transport and dispose of all hazardous waste in accordance with federal, state and local regulations. Follow label instructions regarding the proper handling, mixing and application of materials which could generate hazardous waste and a discharge to waterways. ■ Train employees in proper waste disposal and cleaning, maintenance and good housekeeping procedures. General Maintenance and Repair Properly collect and dispose of water when pressure washing buildings, rooftops, and other large objects. Properly prepare work area before conducting building maintenance. Properly clean and dispose of equipment and wastes used and generated during building maintenance. Recycle residual paints, solvents, lumber, and other materials to the maximum extent practical. Buy recycled products to the maximum extent practical. Do not dump waste liquids down the storm drain. Make sure that nearby storm drains are well marked to minimize the chance of inadvertent disposal of residual paints and other liquids. Keep the work site clean and orderly. Remove debris in a timely fashion. Sweep the area. Cover materials of particular concern that must be left outside, particularly during the rainy season. Use drip pans or absorbent material under leaking vehicles and equipment to capture fluids. All maintenance activities should practice water conservation. Keep water application equipment in good working oondition. Use the minimum amount of water needed to complete each maintenance activity. 22 Rev. 6-1-07 Stormwater Pollution Prevention General Housekeeping • Purchase only the amount of material that will be needed for foreseeable use. Choose products that do the same job with less environmental risk. • Keep work sites clean and orderly. Remove debris in a timely fashion. Sweep the area. Dispose of wash water, sweepings, and sediments, properly. Recycle or dispose of fluids properly. ■ Specific employees should be assigned specific inspection responsibilities at the work site and given the authority to remedy any problems found. • Prohibit littering by employees, subcontractors, and visitors. • Keep lids on dumpsters closed. Arrange for larger dumpsters or more frequent collection of trash from dumpsters to prevent overflow. Do not conduct dumpster washout on the work site. Notify trash hauling contractors that only watertight dumpsters are acceptable for use on-site. Rev. 6-1-07 23 . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-301 Agenda Date: 5/13/2020 Version: 1 Item #: 10. Report regarding a Resolution approving the proposed Grant of Easement to California Water Service Company on the City of South San Francisco property to become the future Oyster Point Boulevard and Marina Boulevard Public Right -of -Way and authorizing the City Manager to execute said Grant of Easement. (Matthew Ruble, Principal Engineer) RECOMMENDATION Staff recommends that the City Council adopt a Resolution approving the proposed Grant of Easement to California Water Service Company on the City of South San Francisco property to become the future Oyster Point Boulevard and Marina Boulevard Public Right -of -Way and authorizing the City Manager to execute said Grant of Easement. BACKGROUND/DISCUS SION Kilroy Realty Corporation is constructing the Oyster Point Development project pursuant to a Disposition and Development Agreement (DDA) dated March 23, 2011 with the Successor Agency to the City of South San Francisco Redevelopment Agency and the City. As part of the development project, Oyster Point Boulevard and Marina Boulevard will be reconstructed along a new alignment and will include the relocation of the public utilities that existed in the original street and project area. One of the public utilities to be relocated is a 12" diameter water main with fire hydrants and water services. This facility will be owned, operated and maintained by California Water Service Company (CalWater). CalWater has an existing perpetual easement along the old alignment of their existing water main. Therefore, in order to relocate their water main, CalWater requires that the City provide them with an easement along the new alignment of the pipeline. Once the new facility is in place and accepted by CalWater, they will quitclaim their old water main easement back to the City. Attachment 1 is the proposed Grant of Easement to CalWater for the relocated water main. Attachment 2 highlights the proposed public right-of-way and easements on the relocated Oyster Point Boulevard and Marina Boulevard to be constructed as part of the development Project. The proposed public right-of-way is on the City's property and will be created by the approval of a Parcel Map by the City Council which is scheduled for a City Council meeting in the summer of 2020. California Government Code section 65402 requires that, as a precondition to any disposition of real property, the City's Planning Commission must determine that the location, purpose and extent of the proposed disposition are in conformity with the City's General Plan. On March 14, 2011, the Planning Commission approved Resolution 2701-2011, which determined that the Oyster Point Development Project including the realignment, reconfiguration, replacement and improvements to the existing roadways, and infrastructure to facilitate the development (subject to the terms of the Project entitlements including the Proposed Developer Agreement) are consistent and compatible with all elements of the City of South San Francisco General Plan as City of South San Francisco Page 1 of 2 Printed on 5/8/2020 powered by LegistarTM File #: 20-301 Agenda Date: 5/13/2020 Version: 1 Item #: 10. amended in 2011. This determination of conformity to the General Plan includes the utility easement dedications and complies with the requirements of Government Code section 65402 as required for the City to dedicate the easement to CalWater. FISCAL IMPACT No fiscal impact. RELATIONSHIP TO STRATEGIC PLAN Approval of the Grant of Easement to California Water Service Company supports the City's Strategic Plan to improve Quality of Life by facilitating continuous potable water service for the City of South San Francisco. CONCLUSION The finding of consistency with the General Plan allows the City Council to authorize and dedicate an easement for CalWater, which will support the construction of the Oyster Point Development project. Therefore, staff recommends that the City Council take the following action: Staff recommends that the City Council adopt a resolution approving the proposed Grant of Easement to California Water Service Company on the City of South San Francisco property to become the future Oyster Point Boulevard and Marina Boulevard public right-of-way and authorizing the City Manager to execute said Grant of Easement. Attachments: 1. Illustration of Proposed Right -of -Way and Easements to be Granted City of South San Francisco Page 2 of 2 Printed on 5/8/2020 powered by LegistarTM a� U) Q Q Q N N Cy') 0) O O N O N 0) a5 U n 0 L x w c a) Q) U) w C O rTm U) 0 Q 0 n L0 O N O O N O N LU E a) m LU (D i 75 Q C� (5 C__ LL V) 0 (v Co O O O 0 T O 0 w 0. 4—))i II) ) J ) f� J J ) J ) ) ) ) ) ) ) ) ) CJ` ( I —) I �s 0 704 5.43 J— )kms- I _ RO OSED STREET EASEMENT — O I ❑o r ^^ I ---- - - - - -- r - -- -- -- -- -- --� PARCEL BOUNDARY LINE - - - - PROPOSED EASEMENT LINE - - - - - - - - - - STREET DEDICATION FROM CITY PARCEL TO PUBLIC ROAD PROPOSED EASEMENT AREA SF BAY 000J r F El rr01 rr J�/ I ' I I I� I , ❑ ❑ O❑OSED ❑U ❑ STATIO E SEMENT 1 0 0 ❑R SED AL❑ ATER_LU I I O III I \\ \ A NT `) I 0 El 5�5 C ) I I P\ Q ) { o — r �� ^ ^^ ^^ ( r^ ) ( I 1 Lin J))) 7__ oo < \ \ r ) o r � I V ^ O \ '�/ cl��' ' • • • • -- — J .vv) �. ..i.i _ -------------- — — — — — — — — — — � ) ' ��) /j � RO OSED CAL❑ ATER � EASEMENT i� \\ o -------- -- ° ^ NXN �� ❑ ❑ _ - pu I ❑RO❑OSED CALL] ATER i ��� o EASEMENT __� i �� - ' ,•I� I , RO❑OSED STREET \ EASEMENT \ r _ ^ \ (rte, �p r \ \ \ \ ^^( ❑RO❑OSED ❑UE®AE I • • • • • \\ \ I . o o'• 0 (^, I LJ _j 000 o 000 / ^^ ^ r r r J r ,l `-�, ----------- r .,) 40 80 160 240— ^ ------ 0 ^ r � r, C , C ) ) -000 --------------- P r ^, r J r / — — — — — — — — — — — —------------------------------ ------------------------ - ....,..,.. v v ( �rr ) v�v JJ J f J rr JJ \ o 1, Scale: V — 80' I r JJ Yr J i J ■■ 0r0�`"°0 KI LROY OYSTER POINT S❑EET x S.� WILSEY HAM ❑r❑UE❑❑❑ CITY OF SOUTC SAN FRANCISCO os '�, Engineering, Surveying &Planning D❑®❑� KILROYREALTYTRSINC Ill] ❑ RAN D AVENUE C❑00�d PROPOSED RIGHT OF WAY &EASEMENTS 12200 W OLYMPIC BLVD, SUITE 200, LOS ANGELES, CA 90064 SOUT SAN FRANCISCO -CALIFORNIA C �C� U o Ll[][][]L❑ SLIM S�❑❑�S❑ n [1[1[1Dr❑❑❑ EXHIBIT KI LROY OYSTER POINT S❑❑ M❑�❑❑CA ❑❑❑❑❑ ❑®�I 1011 NOT1❑❑❑❑®❑❑ L I FOR�%� SCALE❑L' ❑ ❑❑❑ ❑ ®m❑❑ =❑ NO -11 DATE ISSUE -REVISIONS Y DATE SOUTH SAN FRANCISCO SAN MATEO COUNTY CALIFORNIA 111 DATE❑❑❑�❑�❑❑❑ . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-302 Agenda Date: 5/13/2020 Version: 1 Item #: 10a. Resolution approving the proposed Grant of Easement to California Water Service Company on the City of South San Francisco property to become the future Oyster Point Boulevard and Marina Boulevard Public Right -of-Way and authorizing the City Manager to execute said Grant of Easement. WHEREAS, Kilroy Realty Corporation is constructing the Oyster Point Development project pursuant to a Disposition and Development Agreement (DDA) dated March 23, 2011 with the Successor Agency to the City of South San Francisco Redevelopment Agency and with the City of South San Francisco; and WHEREAS, as part of said development project, Oyster Point Boulevard and Marina Boulevard will be reconstructed along a new alignment and will include the relocation of the public utilities that existed in the original street and project area; and WHEREAS, one of said public utilities to be relocated is a 12" diameter water main with fire hydrants and water services; and WHEREAS, said relocated water main facility will be owned, operated and maintained by California Water Service Company; and WHEREAS, California Water Service Company has an existing perpetual easement along the old alignment of their existing water main. Therefore, in order to relocate the water main, they require that the City provide them with an easement along the new alignment of the pipeline; and WHEREAS, once the new water main facility is in place and accepted by California Water Service Company, they will quitclaim their old water main easement back to the City; and WHEREAS, the proposed public right-of-way for the relocated Oyster Point Boulevard and Marina Boulevard is on the City's property; and WHEREAS, said public right-of-way will be created by the approval of a Parcel Map by the City Council which is scheduled for a City Council meeting in the summer of 2020; and WHEREAS, the proposed Grant of Easement to California Water Service Company for the relocated water main is attached hereto as Exhibit A; and WHERAS, California Government Code section 65402 requires that, as a precondition to any disposition of real property, the City's Planning Commission must determine that the location, purpose and extent of the City of South San Francisco Page 1 of 2 Printed on 9/8/2020 powered by LegistarTM File #: 20-302 Agenda Date: 5/13/2020 Version: 1 Item #: 10a. proposed disposition are in conformity with the City's General Plan; and WHEREAS, On March 14, 2011, the Planning Commission, through Resolution 2701-2011, determined that the Oyster Point Development Project including the realignment, reconfiguration, replacement and improvements to the existing roadways, related utility work, and infrastructure to facilitate the development (subject to the terms of the Project entitlements including the Proposed Developer Agreement), are consistent and compatible with all elements of the City of South San Francisco General Plan as amended in 2011 and as it applies currently to the Oyster Point Development Project; and WHEREAS, the proposed utility easement dedication is encompassed in such work and thus determined to be in conformity with the South San Francisco General Plan, consistent with the requirements of Government Code section 65402; and WHEREAS, the proposed utility easement would facilitate continuous water service for the City and would support the construction of the Oyster Point Development Project. THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco hereby takes the following actions: 1. Approves the proposed Grant of Easement to California Water Service Company on the City of South San Francisco property to become the future Oyster Point Boulevard and Marina Boulevard Public Right -of -Way, attached hereto as Exhibit A. 2. Authorizes the City Manager to execute said Grant of Easement in the form attached in Exhibit A, subject to approval by the City Attorney. 3. Authorizes the City Manager to take any other action consistent with the intent of this resolution. City of South San Francisco Page 2 of 2 Printed on 9/8/2020 powered by LegistarTM RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: When Recorded Return To: CALIFORNIA WATER SERVICE COMPANY Attention: Linda D. Przybyla 1720 North First Street San Jose, CA 95112 This is a conveyance of an easement and the consideration and value is less than $r._] The undersigned Grantor declares that the documentary transfer tax due is $[ ._], computed on full value of property conveyed. Form 1381 GRANT OF EASEMENT By this instrument dated , 2020, the CITY OF SOUTH SAN FRANCISCO ("Grantor") hereby grant to CALIFORNIA WATER SERVICE COMPANY, a California public utility water corporation, ("Grantee"), a non-exclusive easement in gross, consisting of the right from time to time to construct, reconstruct, install, inspect, maintain, repair, replace, remove, operate and use facilities of the type hereinafter specified, together with a right of way for such facilities and ingress to and egress from such facilities, upon, across and/or under the lands situated in the County of San Mateo, State of California, described in Exhibit A attached hereto and made a part hereof: The strip(s) or parcel(s) of land described in Exhibit A are referred to in this Grant of Easement as the "Easement Area" and is shown on the map attached hereto as Exhibit B. The Easement Area and the facilities installed by Grantee thereon shall be used by Grantee for the conveyance, distribution and/or storage of water, and the installation, operation, inspection, maintenance, repair, relocation, improvement, replacement and removal of such pipes, conduits, meters, valves, fittings, boxes, vaults, hydrants, pipeline markers, and other facilities as Grantee deems necessary or convenient in connection with Grantee's business as a public utility water company and for any other legally permitted purpose. Grantor hereby reserves, for itself, its successors and assigns, the right to use the surface of the Easement Area for public street, parking, landscaping, walkways, signs and driveways; provided that Grantor shall not erect or construct any building, improvement, fencing or structure, plant trees in the Easement Area. In exercising its rights to use the Easement Area as provided herein, Grantor shall use reasonable efforts to avoid any activity that will damage or is reasonably likely to damage, Grantee's facilities and equipment in the Easement Area. Without limiting the foregoing, Grantor shall not perform or permit any digging, tunneling or other forms of construction activity on the Easement Area which would substantially disturb, or are likely to substantially disturb the compaction or unearth Grantee's facilities located within the Easement Area or endanger the lateral support to such facilities and Grantor agrees that it shall be responsible for any such damage. Grantee hereby agrees that Grantee shall vacate the Easement Area and any improvements constructed by Grantee thereon and relocate its facilities to a reasonable alternative Easement Area, at Grantor's sole cost and expense upon six (6) month written notice from Grantor to Grantee. Upon such relocation, Grantee shall deliver to Grantor a quitclaim deed releasing Grantee's interest in the vacated Easement Area. Grantee agrees, at its sole cost, to keep all facilities and equipment of Grantee in the Easement Area in good condition and repair, subject only to ordinary wear and tear. In the event Grantee damages the surface of the Easement Area or improvements thereon, permitted by this Agreement and installed by or for Grantor, Grantee shall, at its cost, repair the damage caused by the activities of Grantee and make commercially reasonable efforts to restore the surface of the Easement Area, as reasonably possible, to the condition in which such surface area and improvements existed at the commencement of the activities of Grantee which caused such damage. In no event shall Grantee be obligated to repair damage caused by activities or causes other than the activities of Grantee. Grantee agrees to indemnify and defend Grantor, its agents, representatives, successors and assigns, against any and all claims, actions, liabilities or demands, costs or expense, including reasonable attorney's fees, arising out of or in any way connected to Grantee's use of the Easement Area, except to the extent it arises from the gross negligence or willful misconduct of Grantor, its agents, representatives, successors or assigns. The terms hereof shall be binding upon, and inure to the benefit of the successors and assigns of the parties hereto. As used herein, the term "Grantor" shall include all subsequent owners of the land subject to the easement granted hereby. The terms hereof shall run with Grantee's Easement Area. As used herein, the term "Grantee" shall include all subsequent owners of the easement in gross granted hereby. That Grantor covenants that Grantor has good right and title to grant the foregoing easement, and that Grantor and its successors and assigns shall warrant and defend the same unto Grantee, its successors and assigns, forever, against the lawful claims and demands of all persons. GRANTOR: CITY OF SOUTH SAN FRANCISCO [TITLE] Project No. SSF-113101 City of South San Francisco or A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ss County of On before me, , personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature EXHIBIT A SHEET 1 of 16 LEGAL DESCRIPTION CALWATER EASEMENT ALL THAT CERTAIN EASEMENT AFFECTING REAL PROPERTY SITUATE IN THE CITY OF SOUTH SAN FRANCISCO, COUNTY OF SAN MATEO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEING A PORTION OF THAT REAL PROPERTY SHOWN AS PARCEL 2 ON THAT CERTAIN PARCEL MAP ENTITLED "PARCEL MAP NO. 17-0002 OYSTER POINT" RECORDED ON SEPTEMBER 25, 201.7, IN BOOK 83 OF PARCEL MAPS AT PAGES 50-54, OFFICIAL RECORDS OF SAN MATEO COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWESTERLY CORNER OF PARCEL 2 AS SHOWN ON SAID PARCEL MAP 83 PM 50, SAID POINT ALSO BEING ON THE RIGHT OF WAY LINE OF GULL DRIVE AS SHOWN ON SAID PARCEL MAP 83 PM 50; THENCE ALONG THE LINE COMMON TO PARCEL 2 AND GULL DRIVE AS SHOWN ON SAID PARCEL MAP 83 PM 50 THE FOLLOWING THREE COURSES: SOUTH 43'08'03" WEST 62.07 FEET; SOUTH 34° 15'34" EAST 9.00 FEET; AND SOUTH 53'02'05" WEST 28.32 FEET TO THE POINT OF BEGINNING; THENCE LEAVING SAID COMMON LINE AND ENTERING SAID PARCEL 2 SOUTH 85'46'43" EAST 214.56 FEET; THENCE NORTH 040 13'17" EAST 74.00 FEET TO A POINT ON THE PROPERTY LINE COMMON TO PARCEL 2 AND PARCEL 3 OF SAID PARCEL MAP; THENCE ALONG SAID COMMON LINE SOUTH 85'46'43" EAST 20.00 FEET; THENCE LEAVING SAID COMMON LINE AND ENTERING SAID PARCEL 2 SOUTH 040 13' 17" WEST 2.68 FEET; THENCE SOUTH 85'46'43" EAST 33.64 FEET; THENCE SOUTH 040 13' 17" WEST 20.00 FEET; THENCE NORTH 85° 46'43" WEST 33.64 FEET; THENCE SOUTH 040 13'17" WEST 51.32 FEET; THENCE SOUTH 85'46'43" EAST 3.49 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 720.00 FEET; THENCE LEFT ALONG SAID CURVE AN ARC DISTANCE OF 78.07 FEET THROUGH A CENTRAL ANGLE OF 06° 12'45"; THENCE NORTH 01° 59'28" WEST 72.94 FEET; THENCE NORTH 870 40'32" EAST 20.00 FEET; Il acad.wilseyham.local{p-drivelPROJECn]025-Kilroy11025-010 Phase IC Easements ISurveylCalwater Easemenft2020-04-06 Revised Easement DocA2020-04-08 Calwater Public Parcel Easement Legal Description.docx SSF P-113101 OK 4/10/2020 - EXHIBIT A SHEET 2 of 16 THENCE SOUTH 03'45'42" EAST 72.75 FEET TO THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 720.00 FEET, THE INITIAL RADIAL OF WHICH BEARS SOUTH 03'45'42" EAST; THENCE LEFT ALONG SAID CURVE AN ARC DISTANCE OF 305.48 FEET THROUGH A CENTRAL ANGLE OF 24° 18'35"; TO THE BEGINNING OF A COMPOUND CURVE, CONCAVE NORTHERLY HAVING A RADIUS OF 291.00 FEET; THENCE LEFT ALONG SAID CURVE AN ARC DISTANCE OF 84.20 FEET THROUGH A CENTRAL ANGLE OF 16'34'43" TO THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE EASTERLY HAVING A RADIUS OF 893.50 FEET, THE INITIAL RADIAL OF WHICH BEARS SOUTH 45' 19'20" WEST; THENCE RIGHT ALONG SAID CURVE AN ARC DISTANCE OF 177.86 FEET THROUGH A CENTRAL ANGLE OF 11' 24' 19"; THENCE SOUTH 56'43'39" WEST 54.40 FEET; THENCE NORTH 320 30' 12" WEST 21.22 FEET; THENCE NORTH 580 00'36" EAST 54.36 FEET TO THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE EASTERLY HAVING A RADIUS OF 893.50 FEET, THE INITIAL RADIAL OF WHICH BEARS SOUTH 58 00'36" WEST; THENCE RIGHT ALONG SAID CURVE AN ARC DISTANCE OF 191.16 FEET THROUGH A CENTRAL ANGLE OF 120 15'29" TO THE BEGINNING OF A COMPOUND CURVE CONCAVE EASTERLY HAVING A RADIUS OF 893.47 FEET; THENCE RIGHT ALONG SAID CURVE AN ARC DISTANCE OF 227.36 FEET THROUGH A CENTRAL ANGLE OF 14° 34'48"; THENCE NORTH 050 09'08" WEST 30.25 FEET; THENCE SOUTH 86° 12'42" WEST 36.36 FEET; THENCE SOUTH 030 47'18" EAST 7.52 FEET; THENCE SOUTH 860 12'42" WEST 18.67 FEET TO A POINT ON THE LINE COMMON TO THE WESTERLY PROPERTY LINE OF SAID PARCEL 2 AND THE EASTERLY LINE OF PARCEL 3 OF SAID PARCEL MAP 83 PM 50 ALSO BEING THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE EASTERLY HAVING A RADIUS OF 949.00 FEET, THE INITIAL RADIAL OF WHICH BEARS SOUTH 860 17'57" WEST; THENCE RIGHT ALONG SAID CURVE AN ARC DISTANCE OF 32.36 FEET THROUGH A CENTRAL ANGLE OF 01'57'13"; THENCE LEAVING SAID COMMON LINE AND ENTERING SAID PARCEL 2 NORTH 86° 08'52" EAST 54.27 FEET; THENCE NORTH 040 32'33" WEST 30.61 FEET TO A POINT ON THE LINE COMMON TO THE NORTHERLY PROPERTY LINE OF SAID PARCEL 2 AND THE SOUTHERLY LINE OF PARCEL 4 AS SHOWN ON "PARCEL MAP OYSTER POINT BUSINESS PARK" RECORDED ON APRIL 12, 1982, IN BOOK 52 OF PARCEL MAPS AT PAGES 58-59, OFFICIAL RECORDS OF SAN MATEO COUNTY; Ilacad.wilseyham.locallp-driveWROJECTl1025-KilroyU 025-010 Phase IC Easements ISurveylCalwater Easemen62020-04-06 Revised Easement Docs12020-04-08 Calwater Public Parcel Easement Legal Description.docx SS P-113101 OK 4/10/2020 EXHIBIT A SHEET 3 of 16 THENCE ALONG SAID COMMON LINE NORTH 89'59'05" EAST 20.26' FEET; THENCE LEAVING SAID COMMON LINE AND ENTERING PARCEL 2 OF SAID PARCEL MAP 83 PM 50, SOUTH 040 09'47" EAST 54.16' FEET; THENCE SOUTH 05° 09'53" EAST 29.96 FEET TO THE BEGINNING OF A CURVE CONCAVE EASTERLY HAVING A RADIUS OF 873.53 FEET; THENCE LEFT ALONG SAID CURVE AN ARC DISTANCE OF 25.94 FEET THROUGH A CENTRAL ANGLE OF 01'42'06"; THENCE NORTH 83° 08'01 " EAST 26.50 FEET; THENCE SOUTH 080 04'48" EAST 23.00 FEET; THENCE SOUTH 810 34'40" WEST 26.68 FEET TO THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE EASTERLY HAVING A RADIUS OF 873.53 FEET, THE INITIAL RADIAL OF WHICH BEARS SOUTH 81° 34'40" WEST; THENCE LEFT ALONG SAID CURVE AN ARC DISTANCE OF 85.01 FEET THROUGH A CENTRAL ANGLE OF 05° 34'32"; THENCE NORTH 760 00'08" EAST 18.28 FEET; THENCE SOUTH 8.0'20'35" EAST 21.03 FEET TO A POINT ON THE LINE COMMON TO PARCEL 2 AND PARCEL 1 AS SHOWN ON SAID PARCEL MAP 83 PM 50 SAID POINT ALSO BEING THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE EASTERLY HAVING A RADIUS OF 836.00 FEET, THE INITIAL RADIAL OF WHICH BEARS SOUTH 75'25',26" WEST; THENCE LEFT ALONG SAID COMMON LINE AND SAID CURVE AN ARC DISTANCE OF 22.07 FEET THROUGH A CENTRAL ANGLE OF 10 30'44"; THENCE NORTH 800 20'35" WEST 6.57 FEET; THENCE SOUTH 12'21'58" EAST 12.39 FEET; THENCE SOUTH 730 15'56" WEST 30.72 FEET TO THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE EASTERLY HAVING A RADIUS OF 873.50 FEET, THE INITIAL RADIAL OF WHICH BEARS SOUTH 73'15'56" WEST; THENCE LEFT ALONG SAID CURVE AN ARC DISTANCE OF 286.44 FEET THROUGH A CENTRAL ANGLE OF 18° 47' 19"; THENCE NORTH 54'28'37" EAST 35.06 FEET; THENCE SOUTH 360 12'23" EAST 20.00 FEET; THENCE SOUTH 53'06'37" WEST 35.06 FEET TO THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 873.50 FEET, THE INITIAL RADIAL OF WHICH BEARS SOUTH 53'06'37" WEST; THENCE LEFT ALONG SAID CURVE AN ARC DISTANCE OF 123.70 FEET THROUGH A CENTRAL ANGLE OF 08° 06'51 "; THENCE NORTH 44° 59'46" EAST 31.41 FEET; Ilacad.wilseyham.locallp-drivel PROJECTI1025-Kilroy11025-010 Phase IC EasementASurveylCalwater Easement12020-04-06 Revised Easement Docs12020-04-08 Calwater Public Parcel Easement Legal Description.docx SSF P-113101 OK 4/10/2020 J Y%' EXHIBIT A SHEET 4 of 16 THENCE SOUTH 450 46'54" EAST 20.00 FEET; THENCE SOUTH 430 38'07" WEST 31.45 FEET TO THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE EASTERLY HAVING A RADIUS OF 873.50 FEET, THE INITIAL RADIAL OF WHICH BEARS SOUTH 43° 38'07" WEST; THENCE LEFT ALONG SAID CURVE AN ARC DISTANCE OF 333.76 FEET THROUGH A CENTRAL ANGLE OF 21° 53'32"; THENCE NORTH 21'44'35" EAST 37.50 FEET TO A POINT ON THE NORTHERLY LINE OF PARCEL 2 AND COMMON TO THE SOUTHERLY LINE OF PARCEL 1 OF SAID PARCEL MAP 83 PM 50 ALSO BEING THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 836.00' FEET, THE INITIAL RADIAL OF WHICH BEARS SOUTH 210 44'35" WEST; THENCE LEFT ALONG SAID COMMON LINE AND SAID CURVE AN ARC DISTANCE OF 19.43 FEET THROUGH A CENTRAL ANGLE OF 01' 19'53"; THENCE LEAVING SAID COMMON LINE AND ENTERING SAID PARCEL 2 SOUTH 20'24'42" WEST 37.50 FEET TO THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 873.50 FEET, THE INITIAL RADIAL OF WHICH BEARS SOUTH 200 24'42" WEST; THENCE LEAVING PARCEL 2 AND ENTERING REMAINDER PARCEL 1 OF SAID PARCEL MAP 83 PM 50, LEFT ALONG SAID CURVE AN ARC DISTANCE OF 85.13 FEET THROUGH A CENTRAL ANGLE OF 05'35'03"; THENCE NORTH 14'49'39" EAST 11.77 FEET; THENCE SOUTH 750 49'07" EAST 20.00 FEET; THENCE SOUTH 130 29'52" WEST 11.76 FEET TO THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 873.50 FEET, THE INITIAL RADIAL OF WHICH BEARS SOUTH 13° 29'52" WEST; THENCE LEFT ALONG SAID CURVE AN ARC DISTANCE OF 12.82 FEET THROUGH A CENTRAL ANGLE OF 00° 50'28"; THENCE NORTH 120 39'24" EAST 12.77 FEET; THENCE SOUTH 78° 21' 19" EAST 25.38 FEET; THENCE SOUTH 10'58'00" WEST 12.84 FEET TO THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 873.50 FEET, THE INITIAL RADIAL OF WHICH BEARS SOUTH 10° 58'00" WEST; THENCE LEFT ALONG SAID CURVE AN ARC DISTANCE OF 190.13 FEET THROUGH A CENTRAL ANGLE OF 12'28'18" TO A COMPOUND CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 1048.37 FEET; THENCE LEFT ALONG SAID CURVE AN ARC DISTANCE OF 208.34 FEET THROUGH A CENTRAL ANGLE OF 11° 23' 11"; THENCE NORTH 12° 5328" WEST 12.79 FEET; llacad.wilseyham.locallp-drivelPROJECT11025-Kilroyl1025-010 Phase IC EasementsNurveylCalwater Easement12020-04-06 Revised Easement Docs12020-04-08 Calwater Public Parcel Easement Legal Description. docx SSF P-113101 OK 4/10/2020 EXHIBIT A SHEET 5 of 16 THENCE NORTH 76'27'06" EAST 19.76 FEET; THENCE SOUTH 13° 59'03" EAST 12.83 FEET TO THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 1048.37 FEET, THE INITIAL RADIAL OF WHICH BEARS SOUTH 13'59'03" EAST; THENCE LEFT ALONG SAID CURVE AN ARC DISTANCE OF 139.94 FEET THROUGH A CENTRAL ANGLE OF 07° 38'53"; THENCE NORTH 210 37'57" WEST 11.99 FEET; THENCE NORTH 67'52'56" EAST 20.00 FEET; THENCE SOUTH 220 44'17" EAST 11.97 FEET TO THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 1048.37 FEET, THE INITIAL RADIAL OF WHICH BEARS SOUTH 22° 44' 17" EAST; THENCE LEFT ALONG SAID CURVE AN ARC DISTANCE OF 73.26 FEET THROUGH A CENTRAL ANGLE OF 040 00'14" TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 536.50 FEET; THENCE RIGHT ALONG SAID CURVE AN ARC DISTANCE OF 134.72 FEET THROUGH A CENTRAL ANGLE OF 14° 23' 16"; THENCE NORTH 12'21'15" WEST 17.50 FEET TO THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 554.00' FEET, THE INITIAL RADIAL OF WHICH BEARS NORTH 12° 21' 15" WEST; THENCE RIGHT ALONG SAID CURVE AN ARC DISTANCE OF 20.65 FEET THROUGH A CENTRAL ANGLE OF 02'08'10"; THENCE SOUTH 100 13'05" EAST 17.50 FEET TO THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 536.50 FEET, THE INITIAL RADIAL OF WHICH BEARS NORTH 10° 13'05 " WEST; THENCE RIGHT ALONG SAID CURVE AN ARC DISTANCE OF 114.27 FEET THROUGH A CENTRAL ANGLE OF 12° 12'14"; THENCE NORTH 01'59'09" EAST 12.97 FEET; THENCE SOUTH 860 52'25" EAST 20.26 FEET; THENCE SOUTH 03' 07'35" WEST 13.06 FEET TO THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 16464.40 FEET, THE INITIAL RADIAL OF WHICH BEARS NORTH 070 47'01 " EAST; THENCE RIGHT ALONG SAID CURVE AN ARC DISTANCE OF 9.72 FEET THROUGH A CENTRAL ANGLE OF 00° 02'02": THENCE NORTH 050 09'34" EAST 27.15 FEET; THENCE NORTH 22° 30'00" WEST 40.78 FEET; THENCE NORTH 00'00'00" EAST 16.56 FEET; Ilacad.wilseyham.locallp-drivelPROJECn]025-Kilroy11025-010 Phase ICEasementslSurveylCalwater Easemen62020-04-06 Revised Easement Docs12020-04-08 Calwater Public Parcel Easement Legal Description.docx SSF P-113101 OK 4/10/2020, ='' EXHIBIT A SHEET 6 of 16 THENCE NORTH 90° 00'00" EAST 20.00 FEET; THENCE SOUTH 00'00'00" EAST 12.58 FEET; THENCE SOUTH 220 30'00" EAST 44.80 FEET; THENCE SOUTH 070 53'14" WEST 30.33 FEET TO THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 16464.40 FEET, THE INITIAL RADIAL OF WHICH BEARS NORTH 070 53'14" EAST; THENCE RIGHT ALONG SAID CURVE AN ARC DISTANCE OF 122.41 FEET THROUGH A CENTRAL ANGLE OF 000 25'34"; THENCE SOUTH 08° 18'47" WEST 20.00 FEET TO THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 16444.40 FEET, THE INITIAL RADIAL OF WHICH BEARS NORTH 08° 18'47" EAST; THENCE LEFT ALONG SAID CURVE AN ARC DISTANCE OF 94.91 FEET THROUGH A CENTRAL ANGLE OF 00° 19'51 "; THENCE SOUTH 070 58'57" WEST 33.21 FEET; THENCE LEAVING REMAINDER PARCEL 1 AND ENTERING PARCEL 6 OF SAID PARCEL MAP 83 PM 50, NORTH 82'03'08" WEST 19.96 FEET; THENCE LEAVING PARCEL 6 AND ENTERING REMAINDER PARCEL 1 OF SAID PARCEL MAP 83 PM 50, NORTH 07'54'46" EAST 33.21 FEET TO THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 16444.40 FEET, THE INITIAL RADIAL OF WHICH BEARS NORTH 070 54'46" EAST; THENCE LEFT ALONG SAID CURVE AN ARC DISTANCE OF 38.18 FEET THROUGH A CENTRAL ANGLE OF 000 07'59" TO THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 516.50 FEET, THE INITIAL RADIAL OF WHICH BEARS NORTH 03° 51' 14" EAST; THENCE LEFT ALONG SAID CURVE AN ARC DISTANCE OF 161.40 FEET THROUGH A CENTRAL ANGLE OF 17° 54' 15"; THENCE LEAVING REMAINDER PARCEL 1 AND ENTERING PARCEL 6 OF SAID PARCEL MAP 83 PM 50, SOUTH 140 03'00" EAST 33.88 FEET; THENCE SOUTH 71'24'37" WEST 34.12 FEET; THENCE LEAVING PARCEL 6 AND ENTERING REMAINDER PARCEL 1 OF SAID PARCEL MAP 83 PM 50, NORTH 18° 06'16" WEST 35.38 FEET TO THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 516.50 FEET, THE INITIAL RADIAL OF WHICH BEARS NORTH 18'06'16" WEST; THENCE LEFT ALONG SAID CURVE AN ARC DISTANCE OF 22.91 FEET THROUGH A CENTRAL ANGLE OF 02'32'30"; THENCE SOUTH 20° 38'46" EAST 8.04 FEET; THENCE LEAVING REMAINDER PARCEL 1 AND ENTERING PARCEL 6 OF SAID PARCEL MAP 83 PM 50, SOUTH 000 24'29" WEST 28.96 FEET; Il acad. wilseylham.locallp-drivel PROJECi'11025-Kilroy11025-010 Phase IC Easements)Surveyl Calwater Easenzentl2020-04-06 Revised Easement Docs12020-04-08 Calwater Public Parcel Easement Legal Description. docx SSF P-113101 EXHIBIT A SHEET 7 of 16 THENCE NORTH 89° 35'31" WEST 20.00 FEET; THENCE LEAVING PARCEL 6 AND ENTERING REMAINDER PARCEL 1 OF SAID PARCEL MAP 83 PM 50, NORTH 00'24'29" EAST 25.61 FEET; THENCE NORTH 220 51'58" WEST 3.60 FEET TO THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 516.50 FEET, THE INITIAL RADIAL OF WHICH BEARS NORTH 22° 51'58" WEST; THENCE LEFT ALONG SAID CURVE AN ARC DISTANCE OF 34.94 FEET THROUGH A CENTRAL ANGLE OF 030 52'33", TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 1068.37 FEET; THENCE RIGHT ALONG SAID CURVE AN ARC DISTANCE OF 436.25 FEET THROUGH A CENTRAL ANGLE OF 23° 23'45": THENCE LEAVING REMAINDER PARCEL 1 AND ENTERING PARCEL 5 OF SAID PARCEL MAP 83 PM 50, SOUTH 03° 20'46" EAST 33.25 FEET; THENCE SOUTH 870 11'25" WEST 20.62 FEET; THENCE LEAVING PARCEL 5 AND ENTERING REMAINDER PARCEL 1 OF SAID PARCEL MAP 83 PM 50, NORTH 02° 16' 25" WEST 33.25 FEET TO THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 1068.37 FEET, THE INITIAL RADIAL OF WHICH BEARS SOUTH 02° 16'25" EAST; THENCE RIGHT ALONG SAID CURVE AN ARC DISTANCE OF 14.33 FEET THROUGH A CENTRAL ANGLE OF 00'46'07"; TO A COMPOUND CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 893.50 FEET; THENCE RIGHT ALONG SAID CURVE AN ARC DISTANCE OF 18.20 FEET THROUGH A CENTRAL ANGLE OF 01° 10'01 ": THENCE LEAVING REMAINDER PARCEL 1 AND ENTERING PARCEL 5 OF SAID PARCEL MAP 83 PM 50, SOUTH 000 20'16" EAST 34.29 FEET; THENCE NORTH 89° 37'28" WEST 20.77 FEET; THENCE LEAVING PARCEL 5 AND ENTERING REMAINDER PARCEL 1 OF SAID PARCEL MAP 83 PM 50, NORTH 000 56'41 " EAST 34.27 FEET TO THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 893.50 FEET, THE INITIAL RADIAL OF WHICH BEARS SOUTH 00'56'41" WEST; THENCE LEAVING REMAINDER PARCEL 1 AND ENTERING PARCEL 2 OF SAID PARCEL MAP 83 PM 50, RIGHT ALONG SAID CURVE AN ARC DISTANCE OF 312.13 FEET THROUGH A CENTRAL ANGLE OF 20'00'55"; THENCE SOUTH 200 57'36" WEST 35.49 FEET; THENCE SOUTH 660 11'43" WEST 21.19 FEET; THENCE NORTH 23° 48'17" WEST 20.00 FEET; THENCE NORTH 660 11'43" EAST 11.98 FEET; Ilacad.wilseyham.locallp-drivelPROJECTI1025-Kilroy11025-010 Phase IC EasementslSurveylCalwater EasementP020-04-06 Revised Easement Docs12020-04-08 Calwater Public Parcel Easement Legal Description.docz SSF P-113101 OK 4/10/2020 EXHIBIT A SHEET 8 of 16 THENCE NORTH 22° 14'34" EAST 28.00 FEET TO THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 893.50 FEET, THE INITIAL RADIAL OF WHICH BEARS SOUTH 22° 14'34" WEST; THENCE RIGHT ALONG SAID CURVE AN ARC DISTANCE OF 144.51 FEET THROUGH A CENTRAL ANGLE OF 09° 16'00"; THENCE SOUTH 310 30'34" WEST 54.21 FEET; THENCE NORTH 57'40'43" WEST 21.21 FEET; THENCE NORTH 32'47'31" EAST 54.15 FEET TO THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 893.50 FEET, THE INITIAL RADIAL OF WHICH BEARS SOUTH 32'47'31" WEST; THENCE RIGHT ALONG SAID CURVE AN ARC DISTANCE OF 175.40 FEET THROUGH A CENTRAL ANGLE OF 11° 14'52", TO THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 311.00 FEET, THE INITIAL RADIAL OF WHICH BEARS SOUTH 440 41'35" EAST; THENCE RIGHT ALONG SAID CURVE AN ARC DISTANCE OF 90.22 FEET THROUGH A CENTRAL ANGLE OF 16° 37' 18", TO THE BEGINNING OF A COMPOUND CURVE CONCAVE WESTERLY HAVING A RADIUS OF 740.00 FEET; THENCE RIGHT ALONG SAID CURVE AN ARC DISTANCE OF 22.17 FEET THROUGH A CENTRAL ANGLE OF 01'42'59"; THENCE SOUTH 260 21'19" EAST 12.94 FEET; THENCE SOUTH 64° 34'41 " WEST 20.35 FEET; THENCE NORTH 240 48'24" WEST 12.88 FEET TO THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 740.00 FEET, THE INITIAL RADIAL OF WHICH BEARS SOUTH 24'48'24" EAST; THENCE RIGHT ALONG SAID CURVE AN ARC DISTANCE OF 198.66 FEET THROUGH A CENTRAL ANGLE OF 15'22'53"; THENCE SOUTH 09'25'31" EAST 13.94 FEET; THENCE SOUTH 81 ° 20'45" WEST 20.38 FEET; THENCE NORTH 07° 52'37" WEST 13.94 FEET TO THE BEGINNING OF A NON-TANGENTIAL CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 740.00 FEET THE INITIAL RADIAL OF WHICH BEARS SOUTH 07'52'37" EAST; THENCE RIGHT ALONG SAID CURVE AN ARC DISTANCE OF 156.25 FEET THROUGH A CENTRAL ANGLE OF 12° 05'53"; THENCE NORTH 850 46'43" WEST 72.92 FEET; THENCE SOUTH 04° 13'17" WEST 12.86 FEET; THENCE NORTH 85'46'43" WEST 20.00 FEET; Il acad.wilseyham.locallp-drivelPROJECT11025-Kilroy11025-010 Phase IC EasementslSurveyl Calwater Easement12020-04-06 Revised Easement Docs12020-04-08 Calwater Public Parcel Easement Legal Description.docx SSF P-113101 OK 4/10/2020 v EXHIBIT A SHEE g 16 THENCE NORTH 04° 13'17" EAST 12.86 FEET; THENCE LEAVING PARCEL 2 AND ENTERING GULL DRIVE AS SHOWN ON SAID PARCEL MAP 83 PM 50, NORTH 85° 46'43" WEST 201.11 FEET; THENCE SOUTH 49° 13' 17" WEST 11.76 FEET; THENCE NORTH 37. 50'56" WEST 20.03 FEET; THENCE NORTH 49° 13' 17" EAST 19.02 FEET; THENCE SOUTH 85'46'43" EAST 64.27 FEET TO A POINT ON A LINE COMMON DRIVE AND PARCEL 2 AS SHOWN ON SAID PARCEL MAP 83 PM 50, SAID POINT ALSO BEING THE POINT OF BEGINNING; TO GULL END OF DESCRIPTION EASEMENT CONTAINS 1.911 ACRES, MORE OR LESS. THE BASIS FOR THE BEARINGS SHOWN HEREIN IS IDENTICAL TO THAT OF SAID PARCEL MAP 83 PM 50-54. PREPARED BY: RONAW P. CAMERON o RONALD P. CAMERON, PLS 9185 08 APRIL 2020 STATE OF CALIFORNIA (4.(. L9185 DATE acad.wilseyhamlocall drivelPROJECT1102S-Kilro 11025-010 Phase ICEasen:entslSurve Docs 12020-04-08 Calwater Public Parcel Easement Legal Descrzption.docx yI Calwater Easement 12020-04-06 Revised Easement >F P-113101 c -I O � PARCEL 4 /PARCEL 83PM5 1: 52 PM 58 ae� i ' PARCEL 9 83 PM 50 PARCEL 2 83 PM 50 SHEET KEY .rte ----------- --------------.......... I— ........ ,..Cw..i�.....s.-- --- - EMIALRIDE ,✓�PA - s R 1 S EET 11 SEE 1 50 ----------------- , SHEET 12 ----- - - SHEET 16 SEE HEET 14 -----_-- PARCEL 5 SEE SHEET 15 I REMAWDER PARCEL4 PARCEL PARCELI 83 PM 50 $3 PM 50 -- __ 83 PM 5.0 �--� 83 PM 50 LES ! BOUNDARY LINE ADJOINING PROPERTY LINE EASEMENT LINE 50 EASEMENT LINE 80 SCALE E --------------------------------------- SHEET KEY PM RADIAL BEARING \ PM PARCEL MAP \ POB POC POINT OF BEGINNING POINT OF COMMENCEMENT 13ASIS GF SEARINGS- THE BASIS FOR THE BEARINGS SHOWN HEREIN IS IDENTICAL TO THAT SHOWN ON 83 0 250 _ _ PM 50. 5)00 T.\1025-Kilroy\1025-010 Kilroy OP Phase -IC Easements12020-04-06 Calwater Easement.dwg ' 3130 LA SELVA STREET, SUITE 100, SANWIL E 94403�P M ONE 650-349-2151 WWW.WILSEYHAM,COM �� EXHIBIT A R® ® P �- PLAT TO ACCOMPANY LEGAL DESCRIPTION JOB NO: CAMN 0 1025-010 CALWATER EASEMENT L ���� OYSTER POINT SHEET: 10 OF 16 �l�DFCP+ LANDS OF CITY OF SOUTH SAN FRANCISCO SCALE: 1"= 500' CITY OF SOUTH SAN FRANCISCO, SAN MATED COUNTY, CALIFORNIA DATE: 04/06/20 3SF P-113101 PARCEL 3 S 43°08'03" W POC 83 PM 50 --------_62.07' I i ----------- -,LLS- S 53°02'05" W / S 34° -j 15'34" E i �a 28.32' 9.00' a ---e_' PARCEL 2 J i a L7 o a a N �, - L110 ,�- 83 PM 50 J A a a "< --__�--__--L1_ a a --a a + �i �j - POB- i a C1 -- L99 Rr L106 ---L105: _-: .; _ ---L- 102---------------4-- 102-I---_-__- -_-s- 4---s' . `�•Ai PARCEL 4 L104 ' _ L103 ----- C37 L101(R)-- L100 83 PM 50 LINE TABLE LINE # DIRECTION LENGTH L1 S85°46'43"E 214.56' L2 N04°13'17"E 74.00' L3 S85046'43"E 20.00' L4 SO4°13'17"W 2.68' L5 S85°46'43"E 33.64' L6 S04013'1 7W 20.00' L7 N85°46'43"W 33.64' L8 SO4°13'17"W 51.32' L9 S85°46'43"E 3.49' L10(R) N01 °59'28"W 72.94' L11 N87040'32"E 20.00' L12(R) S03°45'42"E 72.75' 'N 'w 'w �_ 'w 'w LINE TABLE CURVE TABLE # DIRECTION LENGTH CURVE# RC LENGTH RADIUS DELTA rLNE 8(R) N24°48'24"W 12.88' C1 78.07' 720.00' 6°12'45" 9(R) S09°25'31 "E 13.94' C37 156.25' 740.00' 12005'53" 0 40 80 L100 S81 °20'45"W 20.38' L101(R) N07°52'37"W 13.94- L102 N85046'43"W 72.92' L103 SO4°13'17"W 12.86' L104 N85°46'43"W 20.00' L105 N04°13'17"E 12.86' L106 N85046'43"W 201.11' L107 S49°13'17"W 11.76' L108 N37°50'56"W 20.03' L109 N49013'1 7"E 19.02' L110 S85°46'43"E 64.27' 0 T:\1025-Kilroy\1025-010 Kilroy OP Phase -IC Easements\2020-04-06 Calwater WILSEY 1.1 HAM 3130 LA SELVA STREET, SUITE 100, SAN MATEO, CA 94403 PHONE 650-349-2151 WWW.WILSEYHAM.COM ®taN-®s EXHIBIT A JOB NO: PLAT TO ACCOMPANY LEGAL DESCRIPTION ROI�IALD P 1025-010 CAMERON CALWATER EASEMENT OYSTER POINT SHEET: 11 OF 16 r L9185 LANDS OF CITY OF SOUTH SAN FRANCISCO SCALE: 1"= 80' cCITY OF SOUTH SAN FRANCISCO, SAN MATEO COUNTY, CALIFORNIA DATE: 04/06/20 SSF P-113101 OK 4/10/2020 '" C2 C3 C4 C11 1C2 C33 C34 V •\ ----------- 1 ` ♦ PARCEL 2 PARCEL 1 PARCEL 3 ° C ♦� \g3 PM 50 83 PM 50 �Q♦ ♦;j S 45°19'20" W(R 3 PM 50 , ♦ ♦ ) ♦ ♦ ; 6p % F ♦ ♦ n,� moi` 5z - .......... �1 ` 0 40 80 PARCEL 2 isomoo i ♦`- S 44°02'22" W(R) 83 PM 50 �.� os 3� G� ►- . G35 ,Zs, .o \ Lu �� s. A ♦` L9' 6(R) \ �sz�, 0Lu v \ , �- � � _r���y�. C36 _�L98(R)_, PARCEL 4 - \ -- 83 PM 50Lu CURVE TABLE / �,�� �� , �� 'x E# RC LENGT LINE TABLE <bv .,I � PARCEL 2 C3 • � w RADIUS DELTA LINE # DIRECTION LENGTH \ 83 PM 50 co 305.48' 720.00' 24°18'35" LINE TABLE 84 20' L13(R) S56°43'39"W LINE 291.00' 16034 # '43" 54.40� DIRECTION LENGTH 177.86' 893.50' ° L14 N32°30'12"W 21.22' L41 (R) S43°38'07"W 11 2419' 31.45 123.70' 873.50 ° L15 R) N58°00'36"E 54.36' L92(R) N22°14'34 E 8 06 51 " " 28.00 333.76'L36(R) N54°28'37"E 35.06' L93 R ° 873.50' 21°5332" () S31 30'34"W 175.40' L37 S36°12'23"E 54.21' 893.50' 11°14'52" 20.00' L94 N57°40'43" L38(R) S53°06'37"W 35.06' L95(R)° W 2121' 80.22' 311.00° 16°37'18" N32 4731 "E 54.15' C35 22.17' 740.00 ° L39(R) N44°5946"E 31.41' L96 R ° 1 42'59 () S26 21'19 E C36 198.66' L40 S45°46'54"E 12.94 740.00' 15°22'53" — 20.00' 1025-Kilroy�j0P5_010 Kilroy op Phase -IC Easements�2020-0406 Calwater Easement.tlwg �9 L97 S64°34.'41 "W 20.35' L98(R) N24°48'24"W 112.88' 3130 LA SELVq STREET, SUITE 100, SAN MATEOSCEq g a� ��� ®s 4403 PHONE 650-349-2151 WWW WILSEYHAM.COM o � P. B PLAT TO ACCOMPANYLEGAL °� DESCRIPTION JOB NO: (L 9185 4% CALWATER EASEMENT 1025-010 LANDS OF CITY OYSTER POINT SOUTH SAN FRANCISCOSHEET: 12 OF 16 CITY OF SOUTH SAN FRANCISCO, SAN MATEO CONTY CASCALE: 1'°= 80' CALIFORNIA DATE: 04/06/2o iF P-113101 LINE TABLE LINE # w z Q ILENGT L16 f °�� I Lu CO PARCEL 4 L17 H�v I 52 PM 58 36.36' cnp-j S03°47'18"E Om L19 L24 18.67' L20 N86°08'52"E 54.27' L21 N04°32'33"W 30.61' 873.53' ni 4 L— C10 L33 N80020'35"W L19 � ��-L18 1 in ;---L27(R) 12.39' :OD I PARCEL 1 S73015'56"W I N 83 PM 50 CD L29(R) t 00 1 i ec ;--L30(R) e--.Ii L33 -- e -'� / PARCEL 2, �e `, L34 83 PM 50 e e e e--L35(R) e e PARCEL 3 e \ 83 PM 50 v e e e � e C� e e � e o e �e __ SEE SHEET 12 LINE TABLE LINE # DIRECTION ILENGT L16 N05 09'08"W 30.25' L17 S86°12'42"W 36.36' L18 S03°47'18"E 7.52' L19 S86012'42"W 18.67' L20 N86°08'52"E 54.27' L21 N04°32'33"W 30.61' 873.53' BLANK C10 BLANK L24 N89°59'05"E 1 20.26' L25 j SO4009'47"E 1 54.16' CURVE TABLE LINE TABLE LINE # DIRECTION LENGT L26 S05°09'53"E 29.96' L27(R) N83°08'01 "E 26.50' L28 S08°04'48"E 23.00' L29(R) S81 °34'40"W 26.68' L30(R) N76000'08"E 18.28' L31 S80020'35"E 21.03' 873.53' BLANK C10 L33 N80020'35"W 6.57' L34 S12021'58"E 12.39' L35(R) S73015'56"W 30.72' CURVE#ARC LENGTH RADIUS DELTA C5 191.16' 893.50' 12°15'29" C6 227.36' 893.47' 14034'48" C7 32.36' 949.00' 1057'13" C8 25.94' 873.53' 1042'06" C9 85.01 873.53' 5°34'32" C10 286.44' 873.50' 18°47'19" C40 I 22.07' 1836.00�1-30'4,4' N 40 80 T:`1025-KilroA1025-010 Kilroy OP Phase -IC Easements12020-04-06 Calwater Easement.dwg W I L S E Y r�� HAM 3130 LA SELVA STREET, SUITE 100, SAN MATEO, CA 94403 PHONE 650-349-2151 WWW.WILSEYHAM.COM 5®®®1G EXHIBIT A RONALD R �G� PLAT TO ACCOMPANY LEGAL DESCRIPTION JOB NO: i CAMERON ® 1025-010 :2 " CALWATER EASEMENT 9185 '-, OYSTER POINT SHEET: 13EOFFLANDS OF CITY OF SOUTH SAN FRANCISCO SCALE: 1 C►+L�C� CITY OF SOUTH SAN FRANCISCO, SAN MATEO COUNTY, CALIFORNIA DATE: 04/07/20 SSF P-113101 OK 4/1072020 N LINE # DIRECTION LENGTH L42(R) N21 °44'35"E 37.50' PARCEL 1 v L87(R) L44(R) S20°24'42"W 83 PM 50 ) a N14049'39"E 11.77' L46 S75049'07"E LOo L47(R) c�;'�h�� �`.L42(R)--; L48(R) N12°39'24"E 12.77' L49 �`�� --L44(R)z 00 S10058'00"W Z�94�; PARCEL 2C3 `. ( ) C15 190.13' � 83 PM 50 12'28'18" Cl3-'�E.L4 6_ w 11.98' \ -� .. `. - L49 _ L91 --.yi `���• L47(R)--:•'sm-� '� 20000'55" L92(R) -b`�C94 _L50(R) C32 144.51' `���.`' - L88(R) 9016'00" �'�•L48(R)_�._�C15__- �w 836.00' ,o _ �.�� C31 .w _ PARCEL4 L94 _ `� 'U) w 83 PM 50 54.15' PARCEL 5 w j 83 PM 50 ' LINE TABLE LINE # DIRECTION LENGTH L42(R) N21 °44'35"E 37.50' RADIUS BLANK L87(R) L44(R) S20°24'42"W 37.50' L45(R) N14049'39"E 11.77' L46 S75049'07"E 20.00' L47(R) S.13°29'52"W 11.76' L48(R) N12°39'24"E 12.77' L49 S78°21'19"E 25.38' L50(R) S10058'00"W 12.84' LINE TABLE CURVE TABLE LINE # DIRECTION LENGTH CURVE# RC LENGTH RADIUS DELTA L87(R) N00056'41 "E 34.27' C12 333.76' 873.50' 21053'32" L88(R) S20057'36"W 35.49' C13 85.13' 873.50' 5035'03" L89 S66'1 1'43"W 21.19' C14 12.82' 873.50' 0050'28" L90 N23048'17"W 20.00' C15 190.13' 873.50' 12'28'18" L91 N6601 1'43"E 11.98' C31 312.13' 893.50' 20000'55" L92(R) N22'1 4'34"E 28.00' C32 144.51' 893.50' 9016'00" C38 19.43' 836.00' 1 °19'53" L93(R) S31 °30'34"W 54.21' L94 N57°40'43"W 21.21' L95(R) N32°47'31 "E 54.15' Kilroy OP Phase -IC Easements\2020-04-06 Calwater Easement.dwg M 0 40 80 0 1 WILSEY 30.0 HAM 3130 LA SELVA STREET, SUITE 100, SAN MATEO, CA 94403 PHONE 650-349-2151 WWW.WILSEYHAM.COM EXHIBIT A JOB NO: ROli D c°c PLAT TO ACCOMPANY LEGAL DESCRIPTION 1025-010 O`ER® A CALWATER EASEMENT L 9185 OYSTER POINT SHEET: 14 OF 16 LANDS OF CITY OF SOUTH SAN FRANCISCO SCALE: 1"= 80' �CFCALlko� CITY OF SOUTH SAN FRANCISCO, SAN MATEO COUNTY, CALIFORNIA DATE: 04/06/20 SSF P-113101 OK 4/10/2020 =' LINE TABLE LINE # DIRECTION LENGTH RADIUS L51(R) N 12 °5328 "W REMAINDER PARCEL �--L56(R) `r° L52 N76°27'06"E 19.76' 83 PM 50 L54(R)__, L55 G1S.�w C17 12.83' ,� ♦+_ 1068.37' L55 N6 -7-52-56"E 20.00' --L53 . -�� o L51(R) ,: L52 R) G17 o s :co �I w Lu' L82(R) S03°20'46"E 33.25' L83 S87'11'25"W 20.62' ' —+— --_ C30 C29 1 __—_-- L86 N89°37'28"W 20.77' (%j �' Wit --r cosi N.-------- ---�- -' - L83, PARCEL 5 I PARCEL 6 83 PM 50 83 PM 50 LINE TABLE LINE # DIRECTION LENGTH RADIUS L51(R) N 12 °5328 "W CURV 12.79' C16 L52 N76°27'06"E 19.76' 1048.37 L53(R) S13°59'03"E C17 12.83' C18 L54(R) N21 °37'57"W 11.99' 1068.37' L55 N6 -7-52-56"E 20.00' LC3 L56(R) S22-44'1 7"E 11.97' L82(R) S03°20'46"E 33.25' 893.50' L83 S87'11'25"W 20.62' L84(R) NO201625"W 33.25' L85(R) 300°20'16"E 34.29' L86 N89°37'28"W 20.77' L87(R) N00°5641 "E 34.27' . CURVE TABLE ,RC LENGTH RADIUS DELTA 208.34' 1048.37 ' ° „ 11 23'11 139.94' 1048.37 7°38'53„ 73.26' 1048.37' 4°00'14„ 436.25' 1068.37' 23 °23'45„ 14.33' 1068-37- 0°46'07„ 18.20' 893.50' 1,10101” i 11025-KilroA1025-010 Kilroy OP Phase -IC Easements12020-04_06 C 0 40 —80 alwater Easement.dwg 130 LA SELVA STREET, SUITE 100WiLSE)ry0 ' �®�� ,SAN MATEO, CA 94403 PHONE 650-349-2151 c R® �� EXHIBIT A DESCRIPTION WILSEYHAM.COM �-®� � PLAT TO ACCOMPANY LEGAL D CAMER®�q ° PTION JOB NO: L 9115 CALWATER EASEMENT 1025-010 LANDS OF CITY POINT SHE CAIo1�D OF SOUTH SAN F ET. 15 OF 16 NC CITY OF SOUTH SAN FRANCISCO, SAN MATEO COU NTY ISCO CALIFORNIA DATE: 04/06/20 SCALE: 1 "= 80' P-113101 REMAINDER PARCEL 1 83 PM 50 0) m a 40 v 80 a r, %� a f 4 39 L60(R) L61 4--. v -N 7°47'01" E(R) R) L81( _ s C20 rr_ Ion 1 C19 p > _ : 1 _L _ - i I J I L6 (R) �^ L77(R) �- �_ 21 Ise_ _ C22 uj ��. P - C25 -tiq -- N Lu 1 ``aC26� - - - - N 7°4647" E(R) 0 C24` N 7°49'03" E(R) -. L i� L79r� L75, L74(R) C24 �\\ J L7 J 1 J ' PARCEL 6 2 L76(R) ) REMAINDER PARCEL 83 PM 50 ' N 3°51'14" E(R C25 83 PM 50 LINE TABLE 4 Q LfNE # DIRECTION LINE TABLE N LENGTH L57(R) INEDIRECTI LINE # DIRECTION CURVE TABLE W 17.50, LENGTH CURVE#ARC BLANK L70(R) S08°18'47"�/�/ � LENGT RADIUS 20.00 C19 DELTA L59(R) S10°13'05" r L71(R) S07°5857' 134.72' 536.50' ° , E 17.50' W 33.21' C20 14 2316" L60(R) N01 59 L72 N82°03'08" 114. 536.50' 12012'14" ° '09 E 12.97' ' W 19.96' C21 L73(R) N07° 9.72' 16464.40 ° L61 S86°5225"E 5446 0 02'p2" .20.26' E 33.21' C22 122.41' L62 S03 °07`35"W 16464.40 0°2534" 13.06' L74(R) S14°03'00"E C23 33.88 94.91' L63 ° L75 16444.40 0°19'51" N05 09'34"E 27.15' S71 °24'37" C24 W 34.12' 38.18, L64 N22°30'00" 16444.40 0°07'59" W 40.78' L76(R) N18°06'16" C25 W 35.38, 161.40' L65 N00°pp,{�0. 516.50' �E 16.56' L77(R) S20°38'46" C26 17°54'15" E 8.04' 22.91' 516 L66 N90°00'00' 20.00' S00°24,29W C27 .50' 2° L78 32'30" �E L67 S00°00'00"E 12.58' L79 N89°35,31" 28.96' C39 20.65' 34.94' 516.50' 3°52'33" L68 S22030'00"E 44. L80 20.00' 554.00' 2°08'10" 80, N00° 24"I 25.61' i9(R) S07053'14"W L81(R) N22051'1 30.33' lilroy�1025-010 Kilrp 3.60' y OP Phase 2C Easements�2020 -04-06 Calwater Easement dwg LA SELVA STREET, SUITE 100 SWHA IN0S Ey EMA O' CA 94403 GPHONE 650-349_2151 `®I®P PLAT TO EXHIBIT q WWW WILSEYHgM,COM �I�®d�j ® ACCOMPANY LEGAL DESCRIPTION JOB L 91 -N CAL WATER EA 1 NO. �� EASEMENT 025- 010 � LANDS OF CIT OOF ER SOUPOINT SHEET CITY OF SOUTHSAN FRANCISCO, SAN FRANCISCO 16 OF 16 SAN MATEO COUNTY, SCALE: I"= 80' 101 �'. CALIFORNIA DATE: 04/061,?n EXHIBIT B Depiction of Easement S2 . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-294 Agenda Date: 5/13/2020 Version: 1 Item #: 11. Report regarding a resolution amending and updating the City of South San Francisco's Local Health Emergency Declaration related to the Novel Coronavirus 2019 (COVID-19). (Christina Fernandez, Assistant to the City Manager) RECOMMENDATION It is recommended that the City Council amend and update the City of South San Francisco's Proclamation of a Local Health Emergency adopted on March 11, 2020. BACKGROUND/DISCUSSION The City of South San Francisco proclaimed a local State of Emergency related to the Novel Coronavirus (COVID-19) on March 11, 2020. (Attachment 1) At this time, both the State of California and the County of San Mateo issued emergency declarations regarding the COVID-19 pandemic. Chapter 2.72 of the South San Francisco Municipal Code provided the authority to declare a local emergency in response to: "...the actual or threatened existence of conditions of disaster of extreme peril to the safety of persons and property within this city caused by such conditions as air pollution, fire, flood, storm, epidemic, riot, drought, sudden and severe energy shortage, plant or animal infestation or disease or earthquake, or other conditions... which conditions are or are likely to be beyond the control of the services, personnel, equipment and facilities of this city, requiring the combined forces of other political subdivisions to combat. " (Ord. 938 1, 1983; Ord. 6222, 1971) Conditions of extreme peril to the safety of persons and property have arisen in South San Francisco due to the following facts. These facts warranted the declaration of a local emergency for the City of South San Francisco and are quoted directly from the County of San Mateo's Declaration of Local Health Emergency Regarding the Novel Coronavirus (COVID-19), dated March 3, 2020: A novel coronavirus (named "COVID-19" by the World Health Organization) was first detected in Wuhan City, Hubei Province, China, in December 2019. The Centers for Disease Control and Prevention ("CDC") has stated that COVID-19 is a serious public health threat, based on current information. Cases of COVID-19 have been diagnosed in the United States, primarily in individuals who have traveled to other countries, but there have been cases identified of "community spread" of COVID-19 involving individuals who have not traveled overseas and who have no known connections to overseas travel. In part, the virus is considered a very serious health threat because much is unknown. The exact modes of transmission, the factors facilitating human -to -human transmission, the extent of asymptomatic viral shedding, the groups most at risk of serious illness, the attack rate, and the case fatality rate all remain active areas of investigation. The best information to date suggests that the virus is spread between people primarily via respiratory droplets produced when an infected person coughs or sneezes. Symptoms of the virus include fever, cough, and shortness of breath, and infected individuals have experienced a range of outcomes, from City of South San Francisco Page 1 of 5 Printed on 5/8/2020 powered by LegistarTM File #: 20-294 Agenda Date: 5/13/2020 Version: 1 Item #: 11. mild sickness to severe illness and death. The CDC believes at this time that symptoms appear two to fourteen days after exposure. Currently, there is no vaccine or specific antiviral treatment for COVID- 19. The number of reported cases of COVID-19 has escalated dramatically over a short period of time. As of March 1, 2020, the World Health Organization has reported 87,137 confirmed cases of COVID-19, with 79,968 cases in China and the remaining 7,169 cases in 58 other countries. There have been 2,873 deaths in China due to COVID-19, and another 104 deaths in other countries. According to the CDC, as of March 2, 2020, there have been 43 cases of COVID-19 detected, tested and confirmed in the United States (not including 48 individuals who returned to the United States from overseas on State Department -chartered flights). The World Health Organization has declared the outbreak to be a global health emergency. Actions are being taken to protect public health and limit the spread of COVID-19 in the United States. The CDC recommends that travelers avoid all nonessential travel to China, Iran, South Korea, and Italy. Moreover, media accounts report that the Federal Emergency Management Agency is preparing for the possibility that the President may make an emergency declaration at the federal level related to COVID- 19. Cases of COVID-19 have been identified in San Mateo County, as well as in other Bay Area counties and other counties, including the County of Santa Clara, the County of Solano, and the City and County of San Francisco, and these public entities have made declarations of local emergency and declarations of local health emergency. The County of San Mateo and other California counties, including the County of Santa Clara, the County of Solano, and the City and County of San Francisco, and these public entities have similarly made declarations of local emergency and declarations of local health emergency. California Government Code section 8630 authorized the City Council to declare a state of local emergency as defined by Government Code section 8558. The South San Francisco City Council declared a public health emergency on March 11, 2020. The County of San Mateo ratified and extended a declaration of a local health emergency on March 10, 2020. At the time of ratification, the County of San Mateo Public Health Officer had declared that there were forty three (43) confirmed cases detected, tested and confirmed in the United States. The County of San Mateo emergency declaration is still in effect. In the most recent Public Health Order, issued by the County of San Mateo Health Officer, dated April 29, 2020, provided that the emergency and the attendant risk to public health remain significant. The County of San Mateo Health Officer declared that, as of April 27, 2020, there were 1,099 confirmed cases of COVID-19 in the County (up from 41 on March 15, 2020), at least 7,273 confirmed cases (up from 258 confirmed 4 cases on March 15, 2020), and at least 266 deaths (up from 3 deaths on March 15, 2020) in the seven Bay Area jurisdictions. The State of California Proclamation of a State of Emergency due to the spread of COVID-19, issued on March 4, 2020, is still in effect. On the basis of this information, a local emergency continues to exist in the City of South San Francisco. City of South San Francisco Page 2 of 5 Printed on 5/8/2020 powered by LegistarTM File #: 20-294 Agenda Date: 5/13/2020 Version: 1 Item #: 11. The proclamation of a local emergency in South San Francisco continues to exist until it is terminated by the City Council. As required by section 8630, the resolution directs City staff to place this item back on the Council agenda at least every sixty (60) days from the effective date of the resolution to determine the need for continuing the local emergency. On March 4, 2020, the Governor suspended the requirement under section 8630 as long as the Governor's Proclamation of a State of Emergency is in effect. The State of California Proclamation of a State of Emergency due to the spread of COVID-19, issued on March 4, 2020, is still in effect. If the local emergency extends beyond the Governor's Proclamation of the State of Emergency, the City Council will review the emergency at least every sixty (60) days. Amendments The City of South San Francisco City Council declared a local health emergency related to COVID-19 on March 11, 2020. The purpose of the amendment to the local health emergency proclamation is to fulfill requirements per California Government Code, Title 2, Division 1, Chapter 7.5 - California Disaster Assistance Act (CDAA) which allows local governments to seek financial assistance through a local proclamation. California Disaster Assistance Act Funding If a local government determines effects of an emergency are beyond the capability of local resources to mitigate effectively, the local government must proclaim a local emergency. Pursuant to California Government Code Section 8680.9, a local emergency is "a condition of extreme peril to persons or property proclaimed as such by the governing body of the local agency affected by a natural or manmade disaster." The purpose of a local proclamation is to provide extraordinary police powers; immunity for emergency actions; authorize issuance of orders and regulations; activate pre -established emergency provisions; and is a prerequisite for requesting state or federal assistance. A local emergency proclamation can only be issued by a governing body (city, county or city and county) or an official designated local ordinance. The Governor's Office of Emergency Services defines a local emergency as "The duly proclaimed existence of conditions of disaster or extreme peril to the safety of persons and property within the territorial limits of a county, city, city and county caused by such conditions as air pollution, fire, flood, storm, epidemic, riot, drought, sudden and severe energy shortage, plant or animal infestation or disease, the Governor's warning or an earthquake or volcanic prediction, or an earthquake, or other conditions, other than conditions resulting from a labor controversy, which are or are likely to be beyond the control of the services, personnel, equipment, and facilities of that political subdivision and require the combined forces of other political subdivisions to combat...." (California Government Code section 8558 (c)). Issued by Government Code 8630 (a): • Governing body of a city, county, or city and county, or • An official designated by an ordinance adopted by that governing body (e.g. Director of Emergency Services) Purpose (Government Code sections 8625 and 8634): • Authorizes the promulgation of orders and regulations necessary to protect life and property (e.g. special purchasing or emergency contracting) • Describes the circumstances that exist that may support the need for issuance of a State of Emergency Proclamation and/or Executive Order City of South San Francisco Page 3 of 5 Printed on 5/8/2020 powered by LegistarTM File #: 20-294 Agenda Date: 5/13/2020 Version: 1 Item #: 11. Supports request for a Director's Concurrence, Governor's Proclamation of a State of Emergency, Executive Order, California Disaster Assistance Act (CDAA) funding, and/or a Presidential Declaration of an Emergency or Major Disaster Local governments should provide a description of the local efforts and identification of the specific type and extent of state emergency assistance needed. In evaluating a local government's request for financial assistance under CDAA, a number of factors are considered including severity, magnitude, and impact of a disaster event. Some factors considered include: • Activation of Emergency Operations Plan and Emergency Operations Center • Amount and type of damage (includes response costs, emergency protective measures, debris removal, number of businesses affected, etc.) • Amount of available funding at the local level • Available assistance or additional programs from other sources (Federal, state, local, voluntary NGOs) • Imminent threats to public health and safety • Impacts to essential government services and functions • Per capita income and poverty level of the operational area Emergency Operations Center The City Council has found and pursuant to the proposed resolution would find that conditions of extreme peril to the safety of persons and property continues within the City of South San Francisco, caused by the COVID- 19 pandemic. Since the initial declaration of a local emergency, the City has continued to monitor the development of conditions. Based upon its consideration of the severity, magnitude, and impact of the disaster event, as well as the amount and type of damage, the City determined that it should activate its Emergency Operations Plan and Emergency Operations Center (EOC). The City of South San Francisco activated its EOC on April 3, 2020. Among the many priorities of the activation, the main objective is to `Ensure the health and safety of City staff, residents, and the public throughout the COVID-19 event." The City of South San Francisco activated its EOC on April 3, 2020. Among the many priorities of the activation, the main objective is to "Ensure the health and safety of City staff, residents, and the public throughout the COVID-19 event." The Emergency Operations Center consists of approximately 57 city staff, led by our Director of Emergency Services, City Manager Mike Futrell. EOC staff works tirelessly to prevent city staff, residents, and the public's exposure to COVID-19. The EOC assists in limiting the spread of COVID-19 by providing PPE to all essential and frontline employees. In addition, the EOC manages, coordinates, and disseminates key information to all staff, the public, and other government entities. The EOC is instrumental in preparing essential action plans known as weekly Incident Action Plans (IAP) for the City in addition to Event Action Plans for disaster relief programming including the bi-monthly Food Drive and the Community Learning Center (CLC) Unemployment Assistance hub. Much of the costs associated with recovery are being coordinated, managed, and captured through the EOC. The EOC's Recovery Unit is responsible for all state and federal submissions for financial relief. City of South San Francisco Page 4 of 5 Printed on 5/8/2020 powered by LegistarTM File #: 20-294 Agenda Date: 5/13/2020 Version: 1 Item #: 11. FISCAL IMPACT The amended declaration of local emergency and following the recommended actions could assist with receiving mutual aid resources from the State of California and neighboring jurisdictions to assist South San Francisco in containing the spread of COVID-19. The Governor has proclaimed a State of Emergency and requested a Presidential Declaration; the City of South San Francisco could be eligible for cost recovery funds related to response to the COVID-19 outbreak. RELATIONSHIP TO STRATEGIC PLAN This action is related Priority Area 3.0, Public Safety, under the goal of disaster response and crisis communication. CONCLUSION Amendment of the declaration of a local health emergency regarding the Novel Coronavirus (COVID-19) will align the City of South San Francisco with the County of San Mateo and the State of California, both of which have extended emergency declarations, and help to establish partnerships and mutual aid to contain and mitigate the impacts of COVID-19. The emergency declaration, as amended, could also strengthen South San Francisco's eligibility for cost recovery funds related to response to the COVID-19 outbreak. Attachment: 1. Proclamation of a Local Health Emergency dated March 11, 2020 City of South San Francisco Page 5 of 5 Printed on 5/8/2020 powered by LegistarTM Cityof • • "Fo-�Legislation�O P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #: 20-215 Agenda Date: 3/11/2020 Version: 1 Item #: 6a. Resolution of the City Council of the City of South San Francisco proclaiming a local State of Emergency related to the Novel Coronavirus 2019 (COVID-19). WHEREAS, Section 8630, Article 14, of the California Emergency Services Act empowers the City Council to proclaim the existence or threatened existence of a local emergency when the City of South San Francisco is affected or likely to be affected by a public calamity; and WHEREAS, Chapter 2.72 of the South San Francisco Municipal Code similarly empowers the City Manager, in their capacity as the Director of Emergency Services, to proclaim or request the City Council to proclaim the existence or threatened existence of a local emergency; and WHEREAS, the City Council has determined that present conditions warrant such proclamation of the existence of a local emergency and has been similarly requested by the Director of Emergency Services to proclaim the existence of a local emergency; and WHEREAS, the City Council does hereby find that conditions of extreme peril to the safety of persons and property have arisen within South San Francisco, caused by a novel coronavirus (named "COVID-19" by the World Health Organization); and WHEREAS, the finding is supported by the following facts, which are described in further detail in the accompanying staff report: a. A novel coronavirus (named "COVID-19" by the World Health Organization) was first detected in Wuhan City, Hubei Province, China, in December 2019. The Centers for Disease Control and Prevention ("CDC") has stated that COVID-19 is a serious public health threat, based on current information. b. Cases of COVID-19 have been diagnosed in the United States, primarily in individuals who have traveled to other countries, but there have been cases identified of "community spread" of COVID-19 involving individuals who have not traveled overseas and who have no known connections to overseas travel. City of South San Francisco Page 1 of 3 Printed on 3/12/2020 powered by LegistarTM File #: 20-215 Agenda Date: 3/11/2020 Version: 1 Item #: 6a. c. In part, the virus is considered a very serious health threat because much is unknown. The exact modes of transmission, the factors facilitating human -to -human transmission, the extent of asymptomatic viral shedding, the groups most at risk of serious illness, the attack rate, and the case fatality rate all remain active areas of investigation. d. The number of reported cases of COVID-19 has escalated dramatically over a short period of time. According to the CDC, as of March 2, 2020, there have been 43 cases of COVID-19 detected, tested and confirmed in the United States (not including 48 individuals who returned to the United States from overseas on State Department -chartered flights). The World Health Organization has declared the outbreak to be a global health emergency. e. Cases of COVID-19 have been identified in San Mateo County, as well as in other Bay Area counties and other counties, including the County of Santa Clara, the County of Solano, and the City and County of San Francisco, and these public entities have made declarations of local emergency and declarations of local health emergency. WHEREAS, the aforesaid conditions of extreme peril warrant and necessitate the proclamation of the existence of a local emergency. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco hereby proclaims that a local emergency now exists throughout the City of South San Francisco, commencing on March 11, 2020. BE IT FURTHER RESOLVED AND ORDERED that during the existence of said local emergency the powers, functions, and duties of the City Manager, in their capacity as Director of Emergency Services, and the emergency organization of this City shall be those prescribed by state law and by the South San Francisco Municipal Code. BE IT FURTHER RESOLVED AND ORDERED that said local emergency shall be deemed to continue to exist until its termination is proclaimed by the City Council of the City of South San Francisco. BE IT FURTHER RESOLVED that City staff is directed to place an item on the agenda for review at least ever sixty (60) days from the effective date of this Resolution to determine the need for continuing the local emergency pursuant to section 8630, Article 14, of the California Emergency Services Act. BE IT FURTHER RESOLVED that this Resolution shall become effective immediately upon its passage and adoption. EZ3 City of South San Francisco Page 2 of 3 Printed on 3/12/2020 powered by LegistarTM File M 20-215 Agenda Date: 3/11/2020 Version: 1 Item #: 6a. City of South San Francisco Page 3 of 3 Printed on 3/12/2020 powered by LegistarT" P.O. Box 711 (City Hall, 400 • City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-295 Agenda Date: 5/13/2020 Version: 1 Item #: 11 a. Resolution of the City Council of the City of South San Francisco amending and updating the proclamation of a local health emergency related to the novel coronavirus 2019 (COVID-19) WHEREAS, the City of South San Francisco proclaimed a local State of Emergency related to the Novel Coronavirus (COVID-19) on March 11, 2020; and WHEREAS, Section 8630, Article 14, of the California Emergency Services Act empowers the City Council to proclaim the existence or threatened existence of a local emergency when the City of South San Francisco is affected or likely to be affected by a public calamity; and WHEREAS, Chapter 2.72 of the South San Francisco Municipal Code similarly empowers the City Manager, in their capacity as the Director of Emergency Services, to proclaim or request the City Council to proclaim the existence or threatened existence of a local emergency; and WHEREAS, the County of San Mateo's Declaration of Local Health Emergency Regarding the Novel Coronavirus (COVID-19), dated March 3, 2020, provided facts that warranted the declaration of a local emergency for the City of South San Francisco; and WHEREAS, the County of San Mateo and other California counties, including the County of Santa Clara, the County of Solano, and the City and County of San Francisco, and these public entities have similarly made declarations of local emergency and declarations of local health emergency; and WHEREAS, the County of San Mateo ratified and extended a declaration of a local health emergency on March 10, 2020. At the time of ratification, the County of San Mateo Public Health Officer had declared that there were forty-three (43) confirmed cases detected, tested and confirmed in the United States. The County of San Mateo emergency declaration is still in effect; and WHEREAS, the most recent Public Health Order issued by the County of San Mateo Health Officer, dated April 29, 2020, provided that the emergency and the attendant risk to public health remain significant. The County of San Mateo Health Officer declared that, as of April 27, 2020, there were 1,099 confirmed cases of COVID-19 in the County (up from 41 on March 15, 2020), at least 7,273 confirmed cases (up from 258 confirmed cases on March 15, 2020), and at least 266 deaths (up from 3 deaths on March 15, 2020) in the seven Bay Area jurisdictions; and WHEREAS, the State of California Proclamation of a State of Emergency due to the spread of COVID-19, issued on March 4, 2020, is still in effect; and City of South San Francisco Page 1 of 3 Printed on 5/26/2020 powered by LegistarT" File #: 20-295 Agenda Date: 5/13/2020 Version: 1 Item #: 11 a. WHEREAS, on the basis of this information, a local emergency continues to exist in the City of South San Francisco; and WHEREAS, the proclamation of a local emergency in South San Francisco continues to exist until it is terminated by the City Council; and WHEREAS, Government Code section 8630 directs City staff to place this item back on the Council agenda at least every sixty (60) days from the effective date of the resolution to determine the need for continuing the local emergency. On March 4, 2020, the Governor suspended this requirement as long as the Governor's Proclamation of a State of Emergency is in effect. If the local emergency extends beyond that date, the City Council will review the emergency at least every sixty (60) days; and WHEREAS, the purpose of an amendment to update the City of South San Francisco City Council declaration of a local health emergency related to COVID-19 on March 11, 2020 is to fulfill requirements per California Government Code, Title 2, Division 1, Chapter 7.5 - California Disaster Assistance Act (CDAA), which allows local governments to seek financial assistance through a local proclamation; and WHEREAS, if a local government determines effects of an emergency are beyond the capability of local resources to mitigate effectively, the local government must proclaim a local emergency; and WHEREAS, the purpose of a local proclamation is to provide extraordinary police powers, immunity for emergency actions, authorize issuance of orders and regulations, activate pre -established emergency provisions, and is a prerequisite for requesting state or federal assistance; and WHEREAS, the City Council has previously found and does hereby find that conditions of extreme peril to the safety of persons and property continues within the City of South San Francisco, caused by the COVID-19 pandemic; and WHEREAS, since the initial declaration of a local emergency, the City of South San Francisco has continued to monitor the development of conditions. Based upon its consideration of the severity, magnitude, and impact of the disaster event, as well as the amount and type of damage, the City determined that it should activate its Emergency Operations Plan and Emergency Operations Center (EOC); and WHEREAS, the City of South San Francisco activated its EOC on April 3, 2020; and WHEREAS, among the many priorities of the activation, the main objective is to "[e]nsure the health and safety of City staff, residents, and the public throughout the COVID-19 event"; and WHEREAS, amendment of the declaration of a local health emergency regarding COVID-19 will align the City of South San Francisco with the County of San Mateo and the State of California, both of which have extended emergency declarations, and help to establish partnerships and mutual aid to contain and mitigate the impacts of COVID-19; and WHEREAS, the emergency declaration, as amended, could also strengthen the City of South San Francisco's eligibility for cost recovery funds related to response to the COVID-19 outbreak. City of South San Francisco Page 2 of 3 Printed on 5/26/2020 powered by LegistarT" File #: 20-295 Agenda Date: 5/13/2020 Version: 1 Item #: 11 a. NOW, THEREFORE BE IT RESOLVED that the City Council of the City of South San Francisco does hereby amend and update the City of South San Francisco's Proclamation of a Local Health Emergency adopted on March 11, 2020 as set forth herein. BE IT FURTHER RESOLVED that during the existence of said local emergency the powers, functions, and duties of the City Manager, in their capacity as Director of Emergency Services, and the emergency organization of this City shall be those prescribed by state law and by the South San Francisco Municipal Code. BE IT FURTHER RESOLVED that the conditions in the City of South San Francisco related to COVID-19 are or are likely to be beyond the control of the services, personnel, equipment, and facilities of the City of South San Francisco. BE IT FURTHER RESOLVED that said local emergency shall be deemed to continue to exist until its termination is proclaimed by the City Council of the City of South San Francisco. If the local emergency extends beyond the date that Governor's Proclamation of a State of Emergency is in effect, the City Council will review the emergency at least every sixty (60) days. BE IT FURTHER RESOLVED that this Resolution shall become effective immediately upon its passage and adoption. City of South San Francisco Page 3 of 3 Printed on 5/26/2020 powered by LegistarTM . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-308 Agenda Date: 5/13/2020 Version: 1 Item #: 12. Report regarding a resolution approving and authorizing the City Manager to execute a First Amendment to the Consulting Services Agreement with Townsend Public Affairs extending the contract through June 30, 2021 for an additional 60,000, and approving budget amendment 20.042 in the amount of $30,000. (Christina Fernandez, Assistant to the City Manager) RECOMMENDATION It is recommended that the City Council adopt a resolution approving budget amendment 20.042 in the amount of $30,000 to Townsend Public Affairs for grant writing, state advocacy, and policy advisory services, and approving and authorizing the City Manager to execute an amendment to the Consulting Services Agreement with Townsend Public Affairs in the amount of $60,000, extending the contract through June 30, 2021. BACKGROUND/DISCUSSION Townsend Public Affairs founded in 1998 by Christopher Townsend, helps public agencies, nonprofits, and private companies navigate government to achieve results. Townsend coordinates advocacy services at the local, state, and federal levels. The City of South San Francisco signed a consulting services agreement with Townsend Public Affairs for state advocacy and policy advisory services on July 1, 2017 and agreed to pay Townsend a sum not exceed $180,000 for a term of three (3) years to end on June 30, 2020, and with an option to extend the agreement for an additional year to end on June 30, 2021 for an additional $60,000. (Attachment 1) Townsend advocates for the City's legislative priorities focusing on public policy issues relating to local control, housing, transportation, and economic development. A Proven Track Record Townsend Public Affairs supports and enhances the City of South San Francisco's efforts to identify and pursue for funding opportunities related to priority City projects. Townsend provided the framework for significant projects including the Community Civic Campus Funding Strategy. To date, TPA has aided the City in gaining over $3,515,790 million in competitive grant funds including but not limited to: • $67,590 for Pee Wee Baseball Field Renovations at Brentwood Park - Baseball Tomorrow Fund Grant • $9,250 to create the San Bruno Mountain Wildlife Camp - Habitat Conservation Fund administered by the California Department of Parks and Recreation • $206,000 for the Railroad Avenue Extension Project - Measure A Highway Grant Program administered by the San Mateo County Transportation Authority • $350,000 to create an updated and comprehensive Northern Regional Bike Network -- Pedestrian and Bicycle Program of the Transportation Development Act funded by MTC City of South San Francisco Page 1 of 3 Printed on 5/8/2020 powered by LegistarTM File #: 20-308 Agenda Date: 5/13/2020 Version: 1 Item #: 12. • $868,000 to help fund the Linden/Spruce Avenues traffic calming improvements -- Statewide and Small and Urban & Rural Components of the Active Transportation Program (ATP) administered by Caltrans TPA was instrumental in gaining legislative approval of an amendment last year clarifying that the City did not owe $8 million to the Successor Agency to the Redevelopment Authority, working closely with Assembly Member Kevin Mullin's office. TPA is assisting the City to secure funds for the Civic Campus Development Project. Grant Opportunities Moving forward TPA will continue to identify grant opportunities on the City's behalf at the regional, state, and federal levels, assist with grant preparations on more complex grant applications, and provide legislative support in Sacramento as needed. Grant opportunities pursued by TPA include: • California Public Utilities Commission: Digital Literacy: Working closely with the Library Services Department, TPA is supporting efforts to create a North County Digital Literacy Program, which benefits the cities of South San Francisco, Daly City, and Colma. • California Department of Parks and Recreation: Recreational Trails Program: Provides an opportunity to provide funding for Centennial Trail at the new South San Francisco Civic Campus Park. The grant will fund projects that include walking or riding trails for non -motorized means of commuting. • California Department of Parks and Recreation: Statewide Park Program: Provides nearly $650M statewide for parks and recreation construction and rehabilitation projects. TPA is working with the City to identify portions of the South San Francisco Civic Campus that would be eligible to apply for this funding as well as other city parks in need of rehabilitation. • California Natural Resources Agency: Cultural, Community, and Natural Resources Grant: Provides nearly $50M statewide for construction of natural resources projects that celebrate cultural or historic contributions made to California by immigrants and indigenous populations. TPA is working with City staff to identify portions of the South San Francisco Civic Campus eligible for funding. • Department of Housing and Community Development Affordable Housing and Sustainable Communities: The program supports infill development that reduces greenhouse gas emissions (GHG). The program is tied to complete affordable housing projects within the City and TPA will continue to work with the City to identify and coordinate future grant applications. • California Division of Boating and Waterways: California Shoreline Erosion Control and Public Beach Restoration Grant: This grant funds projects that combat shoreline erosion. This grant may fund work on the San Francisco Bay Trail at Oyster Point and additional work at the marina. • Pet Safe: Bark for Your Park Grant: A private foundational program funds projects that construct dog City of South San Francisco Page 2 of 3 Printed on 5/8/2020 powered by LegistarTM File #: 20-308 Agenda Date: 5/13/2020 Version: 1 Item #: 12. parks within the City. The grant application would need to be completed in conjunction with dog owning residents in South San Francisco. Future Needs In recent months, the City has depended more heavily on Townsend to inform the City on all things related to the COVID-19 pandemic and to identify potential funding programs, specifically around economic recovery of our small to midsized businesses. Townsend provides City staff with real time information relating to funding packages and legislative changes at the state level, and significant federal stimulus packages. City staff anticipate a growing need for advocacy and policy advisory services in light of COVID-19 and the potential funding opportunities at the State level. FISCAL IMPACT Staff is requesting Council approve budget amendment 20.042 in the amount of $30,000 for grant writing and advocacy services for the remainder of FY 2019-2020. In addition, staff requests Council authorize the City Manager to execute an amendment to the Consulting Services Agreement for an additional $60,000 ending on June 30, 2021. RELATIONSHIP TO STRATEGIC PLAN Procuring grant writing, state advocacy, and policy advisory services meets the city's strategic goals of maintaining financial stability by advocating for and identifying potential funding opportunities and economic relief. CONCLUSION It is recommended that the City Council adopt a resolution approving budget amendment 20.042 in the amount of $30,000 to Townsend Public Affairs for grant writing, state advocacy, and policy advisory services, and approving and authorizing the City Manager to execute an amendment to the Consulting Services Agreement with Townsend Public Affairs in the amount of $60,000, extending the contract through June 30, 2021. Attachment(s): 1. Resolution 44-2017 (existing Agreement and prior City Council approval) City of South San Francisco Page 3 of 3 Printed on 5/8/2020 powered by LegistarTM RESOLUTION APPROVING A CONSULTING SERVICES AGREEMENT WITH TOWNSEND PUBLIC AFFAIRS FOR GRANT WRITING SERVICES ON VARIOUS CAPITAL IMPROVEMENT, DEVELOPMENT, AND SOCIAL SERVICE PROJECTS FOR A THREE-YEAR TERM IN AN AMOUNT NOT TO EXCEED $180,000, WITH AN OPTION TO EXTEND THE AGREEMENT FOR A FOURTH YEAR FOR AN ADDITIONAL $60,000. WHEREAS, on April 13, 2017, the City issued a Request for Proposals for grant writing services on various City projects; and WHEREAS, by close of the Request for Proposals period on May 5, 2017, the City received three proposals; and WHEREAS, after reviewing the proposals by a staff committee, it was determined that Townsend Public Affairs was best -qualified based on their presentation, project understanding, experience with similar projects, and value; and WHEREAS, funding for the consulting services agreement with Townsend Public Affairs are included as an assumption in the in the City of South San Francisco's General Fund Non -Departmental operating budget for Fiscal Years (FY) 2017-2018 through FY 2019-20 and the optional fourth year of FY 2020-21. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby approves a consulting services agreement with Townsend Public Affairs for grant writing services, in an amount not to exceed $180,000, with an option to extend the agreement for a fourth year for an additional $60,000. BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco authorizes the City Manager to execute a consulting services agreement for the grant writing services, attached hereto as Exhibit A, in an amount not to exceed $180,000, with an option to extend the agreement for a fourth year for an additional $60,000. BE IT FURTHER RESOLVED that the City Council hereby authorizes the City Manager to take any other action consistent with the intent of this resolution that does not materially increase the City's obligations. City of South San Francisco Page 1 File Number. 17-419 Enactment Number: RES 44-2017 At a meeting of the City Council on 5/24/2017, a motion was made by Mark Addiego, seconded by Richard Garbarino, that this Resolution be approved. The motion passed. Yes: 4 Councilmember Garbarino, Councilmember Matsumoto, Mayor Gupta, and Councilmember Addiego No: 1 Vice Mayor Normandy Attest by �Y Yµ Date Gabrielocfrig ez City of South San Francisco Page 2 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND TOWNSEND PUBLIC AFFAIRS THIS AGREEMENT for consulting services is made by and between the City of South San Francisco ("City") and Townsend Public Affairs ("Consultant") (together sometimes referred to as the "Parties") as of July 1, 2017 (the "Effective Date"). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A, attached hereto and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on June 30, 2020, with an option by the City of South San Francisco to extend the agreement for a fourth year to end on June 30, 2021, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Sections 1_1 and 1_2 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed $180,000, with an option by the City of South San Francisco to extend the agreement in an amount not to exceed $60,000, notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, or Consultant's compensation Consulting Services Agreement between [Rev: 11.14.2016] May 24, 2017 City of South San Francisco and Townsend Public Affairs Page 1 of 16 schedule attached as Exhibit B, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once per month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: • Serial identifications of progress bills (i.e., Progress Bill No. 1 for the first invoice, etc.); • The beginning and ending dates of the billing period; • A task summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; • At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; • The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds eight hundred (800) hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; • The amount and purpose of actual expenditures for which reimbursement is sought; • The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. City shall have no obligation to pay invoices submitted ninety (90) days past the performance of work or incurrence of cost. Consulting Services Agreement between [Rev: 11. 14.2016] May 24, 2017 City of South San Francisco and Townsend Public Affairs Page 2 of 16 2.4 Total Payment., City shall pay for the services to be rendered by Consultant pursuant this Agreement. City shall not pay any additional sum for any expense or cost whatsoev incurred by Consultant in rendering services pursuant to this Agreement. City shall ma no payment for any extra, further, or additional service pursuant to this Agreement, 11 Me A'S reWflarll-ftFl I W110961 p111711 ut Me b116111155011 (11-sicri an Proicell My executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exce the amounts shown on the compensation schedule attached hereto and incorporat herein as Exhibit B. I t. 6 Reimbursable Expenses. The following constitute reimbursable expenses authorized 0 this Agreement N/A. Reimbursable expenses shall not exceed N/A. Expenses not list above are not chargeable to City. Reimbursable expenses are included in the tot amount of compensation provided under Section 2 of this Agreement that shall not exceeded. I 2.7 Payment of Taxes, Tax Withholding., Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. To be exempt from tax withholding, Consultant must provide City with a valid California Franchise Tax Board form 590 ("Form 590"), as may be amended and such Form 590 shall be attached hereto and incorporated herein as Exhibit - - ----- - Unless Consultant provides City with a valid Form 590 or other valid, written evidence of an exemption or waiver from withholding, City may withhold California taxes from payments to Consultant as required by law. Consultant shall obtain, and maintain on file for three (3) years after the termination of this Agreement, Form 590s (or other written evidence of exemptions or waivers) from all subcontractors. Consultant accepts sole responsibility for withholding taxes from any non -California resident subcontractor and shall submit written documentation of compliance with Consultant's withholding duty to City upon request. . 2.8 Payment upon Termination. In the event that the City or Consultant terminates thR Agreement pursuant to Section 8, the City shall compensate the Consultant for outstanding costs and reimbursable expenses incurred for work satisfactorily completed of the date of written notice of termination. Consultant shall maintain adequate logs all timesheets in order to verify costs incurred to that date. Uonsulting Services Agreement between [Rev: 11. 14.2016] May 24, 2017 City of South San Francisco and Townsend Public Affairs Page 3 of 16 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.10 Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes of laborers, workmen, or mechanics on the work contemplated by this Agreement, shall be not less than the prevailing rate for a day's work in the same trade or occupation in the locality within the state where the work hereby contemplates to be performed as determined by the Director of Industrial Relations pursuant to the Director's authority under Labor Code Section 1770, et seq. Each laborer, worker or mechanic employed by Consultant or by any subcontractor shall receive the wages herein provided for. The Consultant shall pay two hundred dollars ($200), or whatever amount may be set by Labor Code Section 1775, as may be amended, per day penalty for each worker paid less than prevailing rate of per them wages. The difference between the prevailing rate of per them wages and the wage paid to each worker shall be paid by the Consultant to each worker. An error on the part of an awarding body does not relieve the Consultant from responsibility for payment of the prevailing rate of per them wages and penalties pursuant to Labor Code Sections 1770 1775. The City will not recognize any claim for additional compensation because of the payment by the Consultant for any wage rate in excess of prevailing wage rate set forth. The possibility of wage increases is one of the elements to be considered by the Consultant. a. Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing wage rates is not attached hereto pursuant to Labor Code Section 1773.2, the Consultant shall post at appropriate conspicuous points at the site of the project a schedule showing all determined prevailing wage rates for the various classes of laborers and mechanics to be engaged in work on the project under this contract and all deductions, if any, required by law to be made from unpaid wages actually earned by the laborers and mechanics so engaged. b. Payroll Records. Each Consultant and subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work week, and the actual per them wages paid to each journeyman, apprentice, worker, or other employee employed by the Consultant in connection with the public work. Such records shall be certified and submitted weekly as required by Labor Code Section 1776." Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and Consulting Services Agreement between [Rev: 11. 14.2016] May 24, 2017 City of South San Francisco and Townsend Public Affairs Page 4 of 16 the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide Certificates of Insurance, attached hereto and incorporated herein as Exhibit C, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this section and under forms of insurance satisfactory, in all respects, to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s). 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator (as defined in Section 10.9). The insurer, if insurance is provided, or the Consultant, if a program of self- insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting there from, and damage to property resulting from Consulting Services Agreement between [Rev:11.14.2016] May 24, 2017 City of South San Francisco and Townsend Public Affairs Page 5 of 16 activities contemplated under this Agreement, including the use of owned and non - owned automobiles. 4.2.2 Minimum sco a of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 or GL 0002 (most recent editions) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12190) Code 8 and 9. No endorsement shall be attached limiting the coverage. 4.2.3 Additional re uirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The insurance shall cover on an occurrence or an accident basis, and not on a claims -made basis. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. 4.3 Professional Liabilitv Insurance. 4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. Any deductible or self-insured retention shall not exceed ONE HUNDRED FIFTY THOUSAND DOLLARS $150,000 per claim. 4.3.2 Claims -made limitations. The following provisions shall apply if the professional liability coverage is written on a claims -made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement or the work, so long as commercially available at reasonable rates. C. If coverage is canceled or not renewed and it is not replaced with another claims -made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and Consulting Services Agreement between [Rev: 11. 14.2016] May 24, 2017 City of South San Francisco and Townsend Public Affairs Page 6 of 16 expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptabili of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than ANIL 4.4.2 Verification of_coverage, Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all policies delivered to Consultant by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 4.4.3 Notice of Reduction in or Cancellation_ of Coverage. A certified endorsement shall be attached to all insurance obtained pursuant to this Agreement stating that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. In the event that any coverage required by this section is reduced, limited, cancelled, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than ten (10) working days after Consultant is notified of the change in coverage. 4.4.4 Additional insured; rimary insurance. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant in the course of providing services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. Consulting Services Agreement between [Rev: 11. 14.2016] May 24, 2017 City of South San Francisco and Townsend Public Affairs Page 7 of 16 4.4.5 Deductibles and Self -Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. Further, if the Consultant's insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer's liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self- insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self- insured retention required to be paid as a precondition to the insurer's liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self-insured retention and also must disclose the deductible. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.7 Wasting Policy. No insurance policy required by Section 4 shall include a "wasting" policy limit. 4.4.8 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Consulting Services Agreement between [Rev: 11. 14.2016] May 24, 2017 City of South San Francisco and Townsend Public Affairs Page 8 of 16 b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. To the fullest extent permitted by law, Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the gross negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Inde endent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and Consulting Services Agreement between [Rev:11.14.2016] May 24, 2017 City of South San Francisco and Townsend Public Affairs Page 9 of 16 all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent or to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals, including from City, of what -so -ever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Consulting Services Agreement between [Rev: 11. 14.2016] May 24, 2017 City of South San Francisco and Townsend Public Affairs Page 10 of 16 Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement for cause upon 30 days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the date of notice of termination; City, however, may condition payment of such compensation upon Consultant delivering to City all materials described in Section 9.1. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assi nment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not assign or subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, the following: Consulting Services Agreement between [Rev: 11. 14.2016] May 24, 2017 City of South San Francisco and Townsend Public Affairs Page 11 of 16 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties unless required by law. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. 9.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals. All responses to a Request for Proposals (RFP) or invitation to bid issued by the City become Consulting Services Agreement between [Rev: 11. 14.2016] May 24, 2017 City of South San Francisco and Townsend Public Affairs Page 12 of 16 the exclusive property of the City. At such time as the City selects a bid, all proposals received become a matter of public record, and shall be regarded as public records, with the exception of those elements in each proposal that are defined by Consultant and plainly marked as "Confidential," "Business Secret" or "Trade Secret." The City shall not be liable or in any way responsible for the disclosure of any such proposal or portions thereof, if Consultant has not plainly marked it as a "Trade Secret" or "Business Secret," or if disclosure is required under the Public Records Act. Although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information that a prospective bidder submits is a trade secret. If a request is made for information marked "Trade Secret" or "Business Secret," and the requester takes legal action seeking release of the materials it believes does not constitute trade secret information, by submitting a proposal, Consultant agrees to indemnify, defend and hold harmless the City, its agents and employees, from any judgment, fines, penalties, and award of attorneys fees awarded against the City in favor of the party requesting the information, and any and all costs connected with that defense. This obligation to indemnify survives the City's award of the contract. Consultant agrees that this indemnification survives as long as the trade secret information is in the City's possession, which includes a minimum retention period for such documents. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including arbitration or an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County San Mateo or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 Na Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. Consulting Services Agreement between [Rev: 11. 14.2016] May 24, 2017 City of South San Francisco and Townsend Public Affairs Page 13 of 16 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve (12) months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Mike Futrell, City Manager ("Contract Administrator'). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if personally delivered; (ii) when received if transmitted by telecopy, if received during normal business hours on a business day (or if not, the next business day after delivery) provided that such facsimile is legible and that at the time such facsimile is sent the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows: Consultant Consulting Services Agreement between [Rev: 11. 14.2016] May 24, 2017 City of South San Francisco and Townsend Public Affairs Page 14 of 16 City: Christopher Townsend Townsend Public Affairs 300 Frank H Ogawa Plaza Suite 204 Oakland, CA 94612 City Clerk City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including all Exhibits attached hereto, and incorporated herein, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral pertaining to the matters herein. 10.13 Counterparts. This Agreement may be executed in counterparts and/or by facsimile or other electronic means, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterpart, shall constitute one Agreement, which shall be binding upon and effective as to all Parties.. 10.14 Construction. The headings in this Agreement are for the purpose of reference only and shall not limit or otherwise affect any of the terms of this Agreement. The parties have had an equal opportunity to participate in the drafting of this Agreement; therefore any construction as against the drafting party shall not apply to this Agreement. The Parties have executed this Agreement as of the Effective Date. Consulting Services Agreement between [Rev: 11. 14.2016] May 24, 2017 City of South San Francisco and Townsend Public Affairs Page 15 of 16 CITY OF SOUTH SAN FRANCISCO Consultants City Manager NAME: TITLE: Attest: City Clerk Approved as to Form: City Attorney 2729962.1 Consulting Services Agreement between [Rev: 11. 14.2016] May 24, 2017 City of South San Francisco and Townsend Public Affairs Page 16 of 16 SCOPE OF SERVICES The City of South San Francisco is entering into an agreement with Townsend Public Affairs (Consultant) to provide grant writing services for various capital improvement,, developinnent, and social service projects for three years, with an option by the City to extend the agreement for a fourth year. Consultant shall provide the following State, Federal and private corporate or non-profit foundation grant writing services to the City, including but not limited to: 1. Funding Needs analysis: The Consultant shall conduct an. orientation with. the City immediately following the, execution of the contract. The orientation will be used to identify and educate the Consultant regarding the issues of the City and will be carefully tailored to satisfy the needs of the City to secure maximum success in both legislative and funding objectives. The Consultant shall meet with appropriate City staff to identify both funding and legislative needs. 2. Grant Research and Identification: After the needs analysis, the Consultant shall conduct grant research according to the issues most pertinent to the City. The Consultant shall us its list of contacts at: pertinent funding agencies to research funding opportunities as well as specially paid. for grant research tools, 3. State, Regional and Local Policy Research: The Consultant shall conduct state, regional and local policy research, inform the City of relevant policies, develop advocacy materials, and assist the City with local positions. 4. Development of a Funding Strategy: The Consultant shall aggressively act to obtain funding for the, City's projects. The Consultant shall develop a project funding agenda including, but not limited to, identification of priority projects and programs for City, outline multiple ftinding, options for each project and program., and develop a comprehensive tinieline for individual project. 5. Grant Proposal Development: The Consultant shall draft proposals on behalf of the City using itilbrination gained from the onboarding process as well as follow up meetings with City staff. The Consultant shall craft applications that align with die respective funding agency's priorities and will work with the C"it:y to obtain additional infannation as needed. 6. Advocate on Behalf of Grant Applications: The Consultant shall serve as a liaison between the City and funding agencies through the use of strong relationships with funding agency officials. The Consultant shall ensure that the City's application(s) are aligned with the goals of the specific grant and that the applications are well -crafted and well-positioned for funding. The Consultant will also draft letters of support for signature by pertinent legislators and will submit such letters to the ffinding agency for consideration.. 7. Manage and Submit Grant Applications: The Consultant shall guide the City regarding submissions of grant requests, assist in preparing submissions, letters of support, and other supporting materials. Monitor and Track Funding Opportunities: The Consultant shall communicate with relevant designated staff to keep the City appraised of grant opportunities and submissions. The Consultant will provide funding opportunity matrix updates and activity reports to City staff as requested. The Consultant will develop a matrix for City staff to use that will contain status of potential funding opportunities, expenditure status of grants received, and a list of completed grants that have been closed out. The Consultant shall participate in monthly or periodic meetings of the Grants Committee to review and discuss the matrix and the status of potential grants and existing grants. The Consultant will attend pre -proposal conferences, webinars and email distributions from funding agencies to provide leads for new funding opportunities. 9. On Call Grant Research: The Consultant shall be available to conduct on-call research as needed. This may include funding opportunities that were not originally needed during the onboarding process as well as time -sensitive funding opportunities for the City. 10. Debrief with Funding Agencies: As needed, the Consultant shall secure debriefings via telephone or in-person with the respective funding agency to determine why the grant application was not successful. The Consultant shall also debrief the City on this post - evaluation and provide suggestions for future grant cycles. 11. Maintain Relationships with Other Organizations: The Consultant shall continuously coordinate and cooperate with other organizations and firms having similar legislative objectives as the City. When appropriate, stakeholder coalitions and regional partnerships may be helpful to meet the City's goals. 12. Build Coalitions: The Consultant shall coordinate and cooperate with other organizations and firms having similar legislative objectives as the City. The Consultant shall work with interest groups, associations, agencies and others to develop a coalition of interest in support of the City's positions as directed and when appropriate. 13. Prepare and File All Required Reports: The Consultant shall prepare and file all applicable Fair Political Practices Commission, lobbying documents and reports within all applicable deadlines. EXHIBIT B COMPENSATION SCHEDULE EXHIBIT C INSURANCE CERTIFICATES [OPTIONAL] EXHIBIT D FORM 590 . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-309 Agenda Date: 5/13/2020 Version: 1 Item #: 12a. Resolution approving and authorizing the City Manager to execute a First Amendment to the Consulting Services Agreement with Townsend Public Affairs extending the contract through June 30, 2021 for an additional 60,000, and approving budget amendment 20.042 in the amount of $30,000. WHEREAS, Townsend Public Affairs founded in 1998 by Christopher Townsend, helps public agencies, nonprofits, and private companies navigate government to achieve results. Townsend coordinates advocacy services at the local, state, and federal levels; and WHEREAS, The City of South San Francisco executed a consulting services agreement ("Agreement") with Townsend Public Affairs for state advocacy and policy advisory services on July 1, 2017 and agreed to pay Townsend a sum not exceed $180,000 for a contract term of three (3) years; WHEREAS, the Agreement provides the City with an option to extend the term for an additional year for an additional $60,000; and WHEREAS, Townsend Public Affairs supports and enhances the City of South San Francisco's efforts to identify and pursue for funding opportunities related to priority City projects; and WHEREAS, Townsend provided the framework for significant projects including the Community Civic Campus Funding Strategy. To date, Townsend Public Affairs has aided the City in gaining over $3,515,790 million in competitive grant funds; and WHEREAS, in recent months, the City has depended more heavily on Townsend Public Affairs to inform the City on all things related to the COVID-19 pandemic and to identify potential funding programs; and WHEREAS, City staff anticipate a growing need for advocacy and policy advisory services in light of COVID- 19 and the potential funding opportunities at the State level, and would recommend exercising the option stated under the Agreement; and WHEREAS, a proposed First Amendment to the Agreement, which would exercise the option and extend the Agreement for an additional year through June 30, 2021, is attached hereto and incorporated herein as Exhibit A. THEREFORE BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby takes the following actions: Approves the First Amendment as listed in Exhibit A, attached hereto and incorporated herein, and authorizes the City Manager to execute the First Amendment as listed in Exhibit A, subject to review City of South San Francisco Page 1 of 2 Printed on 6/16/2020 powered by LegistarTM File #: 20-309 Agenda Date: 5/13/2020 Version: 1 Item #: 12a. and approval of the City Attorney. 2. Approve budget amendment 20.42 in the amount of $30,000 for the purposes of extending the contract with Townsend Public Affairs to grant writing, state advocacy, and policy advisory services, as provided in this resolution. 3. Authorize the City Manager to take any other action necessary to achieve the intent of this resolution. City of South San Francisco Page 2 of 2 Printed on 6/16/2020 powered by LegistarTM FIRST AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND TOWNSEND PUBLIC AFFAIRS THIS FIRST AMENDMENT TO THE CONSULTING SERVICES AGREEMENT is made at South San Francisco, California, as of , 2020, by and between THE CITY OF SOUTH SAN FRANCISCO ("City"), a municipal corporation, and Townsend Public Affairs ("Contractor"), (sometimes referred together as the "Parties") who agree as follows: RECITALS A. On July 1, 2017, the City and Contractor entered that certain Consulting Services Agreement ("Agreement") whereby Contractor agreed to provide plan check services. A true and correct copy of the Agreement and its exhibits is attached as Exhibit A. B. Section 1.1. of the Agreement provides for a contract term of three (3) years through June 30, 2020 for $180,000 in compensation, and an option for the City to extend the Agreement for a fourth year to June 30, 2021, for an additional $60,000 in compensation. C. City and Contractor now desire to amend the Agreement for the City to exercise that option. NOW, THEREFORE, for and in consideration of the promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Contractor hereby agree as follows: 1. All terms which are defined in the Agreement shall have the same meaning when used in this Amendment, unless specifically provided herein to the contrary. 2. Term. The June 30, 2020 end date for the term of services identified in Section 1.1 of the Agreement is hereby replaced with June 30, 2021. 3. Compensation. The not -to -exceed amount identified in Section 2 of the Agreement shall be amended to add an additional $60,000 to reflect the agreed upon dollar amount for the City to exercise the option under the Agreement. All other terms, conditions and provisions in the Agreement remain in full force and effect. If there is a conflict between the terms of this Amendment and the Agreement, the terms of the Agreement will control unless specifically modified by this Amendment. [SIGNATURES ON THE FOLLOWING PAGE] Dated: CITY OF SOUTH SAN FRANCISCO CONTRACTOR TOWNSEND PUBLIC AFFAIRS Lm City Manager Approved as to Form: City Attorney Title: . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 19-970 Agenda Date: 5/13/2020 Version: 1 Item #: 13. Report regarding a resolution approving the final map for 200 Airport Boulevard, authorizing the City Manager to execute an Improvement Agreement and an Encroachment and Maintenance Agreement, and authorizing the recordation of the final map, the agreements, and all related documents. (Jason Hallare, Senior Engineer) RECOMMENDATION It is recommended that the City Council adopt a resolution approving the final map for 200 Airport Boulevard, authorizing the City Manager to execute an Improvement Agreement and an Encroachment and Maintenance Agreement, and authorizing the recordation of the final map, the agreements, and all related documents. BACKGROUND/DISCUSSION On July 24, 2019, the City Council approved an entitlements request by Fairfield Residential ("Developer") to construct a mixed-use building consisting of 94 residential units and 4 commercial units. The project is located at and referred to as 200 Airport Boulevard which is between Grand Avenue and Baden Avenue. A location and site overview plan are shown in Attachment 1. The City of South San Francisco ("City") is working extensively with the Developer to ensure that the Developer reaches the construction milestone as quickly as possible. The Developer has completed several building permit submittals and is anticipating approval of the building permit shortly. The approval of the final map, improvement agreement, and encroachment and maintenance agreement is required for the Developer to obtain the building permit and begin vertical construction. Final Map The City Engineer and the City's technical reviewer, with concurrence of all affected City departments and divisions, have determined that the final map for 200 Airport Boulevard, described in Exhibit A of the attached resolution, the on-site and off-site improvements, and all related documents and plans are in compliance with the Subdivision Map Act, the City's Subdivision Ordinance, and all applicable tentative map conditions of approval for said development. The final map for 200 Airport will merge the existing six parcels into a single 0.54 acre parcel to construct a mixed-use building. The building is served by a private road and driveway shared with 150 Airport Boulevard, also owned by Developer, at the intersection of Airport Boulevard and Baden Avenue. The project abuts and has retail entrances that open to the Caltrain Station West Plaza, a City -owned parcel at 296 Airport Boulevard. City Staff and the Developer have coordinated changes to the plaza to both incorporate the 200 Airport Boulevard plaza entrances and activate the public plaza. The Developer has agreed to maintain special hardscape surfaces for that frontage area within the plaza. Pursuant to South San Francisco Municipal Code (SSFMC) Chapter 19.44.090, a subdivider is required to execute a subdivision improvement agreement for all improvements to be constructed in the subdivision. The subdivision improvement agreement, as explained further below, has been accepted by the Developer and City of South San Francisco Page 1 of 2 Printed on 5/8/2020 powered by LegistarTM File #: 19-970 Agenda Date: 5/13/2020 Version: 1 Item #: 13. reviewed by the Engineering Division and City Attorney's Office. Additionally, City staff has reviewed the preliminary title report and the deed restrictions; both are acceptable and the final map is ready for submission to the City Council. Lastly, the Developer will provide the City with appropriate security for the faithful performance of the improvements contemplated in the improvement agreement. The Improvement Agreement is an agreement between the Developer and the City which requires that the Developer construct the various public improvements ("Improvements") within the City Right -of -Way ("ROW") adjacent to the subdivision. The Improvements are described in Exhibit B of the accompanying resolution, which consists of the civil improvement plans and cost estimates related to the public improvements the Developer will perform. The Developer will place a bond in the amount of 110% of the cost of the Improvements prior to the execution of this document. The Encroachment and Maintenance Agreement is an agreement between the Developer and the City which allows the Developer to install certain improvements within the ROW and requires the Developer to maintain these certain improvements and all landscape along the frontage of the property as well as special hardscape surfaces within the City -owned parcel as mentioned above. A copy of the Encroachment and Maintenance agreement are described in Exhibit C of the attached resolution. FISCAL IMPACT Approving the final map will have no fiscal impact on the City. RELATIONSHIP TO STRATEGIC PLAN Approval of this final map will promote a balanced mix of housing options in SSF Priority Area 2, Initiative 2.3 and promote a full range of employment through development in SSF Priority Area 2, Initiative 2.4. CONCLUSION It is recommended that the City Council adopt a resolution approving the final map for 200 Airport Boulevard, authorizing the City Manager to execute the improvement agreement and encroachment and maintenance agreement, and authorizing the recordation of the final map, the agreements, and all related documents. Attachment 1: Vicinity Map City of South San Francisco Page 2 of 2 Printed on 5/8/2020 powered by LegistarTM Go gle Maps ► Al r jpfe FwY Baysh ore FwY Imagery ©2020 Google, Map data ©2020 50 ft i V117 111 11: 1 jag 1 I1 r� i 1 �I I� � �--- � �_ �- _ _ it � ' � � �+ �., , ..; � 1'W ' +► - . h: w: •ri - p - - -V Ste` - -- Government Code Section 54957.5 SB 343 Agenda: 5/13/2020 Item #13 �rr LL 6- u . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 19-971 Agenda Date: 5/13/2020 Version: 1 Item #: 13a. Resolution approving the final map for 200 Airport Boulevard, authorizing the City Manager to execute the Improvement Agreement and Encroachment and Maintenance Agreement, and authorizing the recordation of the final map, agreements, and all related documents. WHEREAS, On July 24, 2019, the City Council approved an entitlements request by Fairfield Residential ("Developer") to construct a mixed-use building consisting of 94 residential units and 4 commercial units at 200 Airport Boulevard between Grand Avenue and Baden Avenue; and WHEREAS, the City Engineer and the City's technical reviewer, with concurrence of all affected City departments and divisions, have determined that the final map for 200 Airport Boulevard, described in Exhibit A, the on-site and off-site improvements, and all related documents and plans are in compliance with the Subdivision Map Act, the City's Subdivision Ordinance, and all applicable tentative map conditions of approval for said development; and WHEREAS, the final map for 200 Airport will merge the existing six parcels into a single 0.54 acre parcel to construct a mixed-use building served by a private road and driveway shared with 150 Airport Boulevard, also owned by Developer, at the intersection of Airport Boulevard and Baden Avenue; and WHEREAS, pursuant to South San Francisco Municipal Code Chapter 19.44.090, a subdivider is required to execute a subdivision improvement agreement for all improvements to be constructed in the subdivision; and WHEREAS, the Improvement Agreement is an agreement between the Developer and the City, described in Exhibit B, requires the Developer to construct various public improvements ("Improvements") within the City Right -of -Way ("ROW") adjacent to the subdivision consisting of the civil, landscape, and joint trench improvements; and WHEREAS, prior to execution of the improvement agreement the Developer will place a bond in the amount of 110% of the cost of the Improvements; and WHEREAS, the Encroachment and Maintenance Agreement, described in Exhibit C, is an agreement between the Developer and the City which allows the Developer to install certain improvements within the ROW and requires the Developer to maintain these certain improvements and all landscape along the frontage of the property as well as special hardscape surfaces within the City -owned parcel; and WHEREAS, the aforementioned Improvement Agreement and Encroachment and Maintenance Agreement were reviewed by the Engineering Division and the City Attorney's office, and also reviewed and accepted by Developer. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco: City of South San Francisco Page 1 of 2 Printed on 9/8/2020 powered by LegistarTM File #: 19-971 Agenda Date: 5/13/2020 Version: 1 Item #: 13a. 1. Approves the Improvement Agreement between the City of South San Francisco and Fairfield Residential, attached hereto and incorporated herein as Exhibit B, in connection with the final map for 200 Airport Boulevard, and authorizes the City Manager to execute the Improvement Agreement on behalf of the City, subject to approval as to form by the City Attorney; and 2. Approves the Encroachment and Maintenance Agreement between the City of South San Francisco and Fairfield Residential, attached hereto and incorporated herein as Exhibit C, in connection with the final map for 200 Airport Boulevard, and authorizes the City Manager to execute the Improvement Agreement on behalf of the City, subject to approval as to form by the City Attorney; and 3. Subject to execution of the Improvement Agreement and the Encroachment and Maintenance Agreement, approves the final map for 200 Airport Boulevard; and 4. Authorizes recordation of the final map for 200 Airport boulevard, the aforementioned agreements as applicable, and all related documents; and 5. Authorizes the City Manager to execute any other documents or to take any other action consistent with the intent of this Resolution, subject to approval as to form by the City Attorney. Exhibits: 1. Exhibit A - Final Map 2. Exhibit B - Improvement Agreement 3. Exhibit C - Encroachment and Maintenance Agreement City of South San Francisco Page 2 of 2 Printed on 9/8/2020 powered by LegistarTM OWNER'S STATEMENT THE UNDERSIGNED HEREBY STATES THAT IT IS THE OWNER OF THE LAND EMBRACED WITHIN THE HEAVY BLACK LINES OF THE HEREIN EMBODIED FINAL MAP, CITY OF SOUTH SAN FRANCISCO, SAN MATEO COUNTY, CALIFORNIA, CONSISTING OF TWO (2) SHEETS, THAT IT IS THE OWNER OF SAID LAND BY VIRTUE OF THE GRANT DEED RECORDED ON SEPTEMBER 5, 2019 AS RECORDERS SERIES NO. 2019-072269, OFFICIAL RECORDS OF SAN MATEO COUNTY, CALIFORNIA, AND THAT IT CONSENTS TO THE PREPARATION AND RECORDING OF THIS FINAL MAP. AS OWNER: FAIRFIELD 200 AIRPORT LP, A DELAWARE LIMITED PARTNERSHIP BY. BF VAMF III GP LLC, A DELAWARE LIMITED LIABILITY COMPANY ITS GENERAL PARTNER BY: NAME: TITLE: OWNER'S ACKNOWLEDGMENT A NOTARY PUBLIC OR OTHER OFFICER COMPLETING THIS CERTIFICATE VERIFIES ONLY THE IDENTITY OF THE INDIVIDUAL WHO SIGNED THE DOCUMENT TO WHICH THIS CERTIFICATE IS ATTACHED, AND NOT THE TRUTHFULNESS, ACCURACY, OR VALIDITY OF THAT DOCUMENT STATE OF _ )SS. COUNTY OF ______) ON A NOTARY PUBLIC, 20 _, BEFORE ME, PERSONALLY APPEARED WHO PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE TO BE THE PERSON(S) WHOSE NAME(S) IS/ARE SUBSCRIBED TO THE WITHIN INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE/SHE/THEY EXECUTED THE SAME IN HIS/HER/THEIR AUTHORIZED CAPACITY(IES), AND THAT BY HIS/HER/THEIR SIGNATURES) ON THE INSTRUMENT THE PERSON(S), OR THE ENTITY UPON BEHALF OF WHICH THE PERSON(S) ACTED, EXECUTED THE INSTRUMENT. I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING PARAGRAPH IS TRUE AND CORRECT. WITNESS MY HAND. NOTARY'S SIGNATURE: PRINTED NOTARY'S NAME: NOTARY'S OF PRINCIPAL PLACE OF BUSINESS: NOTARY'S COMMISSION NUMBER: EXPIRATION OF NOTARY S COMMISSION: CONDOMINIUM NOTE THE REAL PROPERTY SHOWN ON THIS FINAL MAP AS LOT 1 IS APPROVED FOR UP TO 94 RESIDENTIAL CONDOMINIUM UNTIS AND UP TO 4 COMMERCIAL CONDOMINIUM UNITS. GEOTECHNICAL REPORT NOTE A SOILS REPORT HAS BEEN PREPARED BY GEOCON CONSULTANTS, ENTITLED "200-214 AIRPORT BOULEVARD, SOUTH SAN FRANCISCO, CALIFORNIA, PRELIMINARY GEOTECHNICAL INVESTIGATION" PROJECT NO. E9065-04-01, DATED JUNE 18, 2018, A COPY OF WHICH HAS BEEN FILED WITH THE CITY OF SOUTH SAN FRANCISCO. FINA L MA P 200 AIRPORT BOULEVARD FOR CONDOMINIUM PURPOSES 94 RESIDENTIAL UNITS AND 4 COMMERCIAL UNITS CONSISTING OF 2 SHEETS *********************************************************** BEING A SUBDIVISION OF PARCELS ONE, TWO, THREE, FOUR, FIVE AND SIX, AS DESCRIBED IN THAT CERTAIN GRANT DEED, RECORDED ON SEPTEMBER 5, 2019 AS INSTRUMENT NO. 2019-072269, OFFICIAL RECORDS OF SAN MATEO COUNTY. LYING ENTIRELY WITHIN CITY OF SOUTH SAN FRANCISCO, SAN MATEO COUNTY, CALIFORNIA ********************************************************** DATE. MARCH 2020 B k F E7 SAN JOSE, CALIFORNIA95 1200 m■ SURVEYOR'S STATEMENT THIS MAP WAS PREPARED BY ME OR UNDER MY DIRECTION AND IS BASED UPON A FIELD SURVEY IN CONFORMANCE WITH THE REQUIREMENTS OF THE SUBDIVISION MAP ACT AND LOCAL ORDINANCE AT THE REQUEST OF FAIRFIELD REALTY ON AUGUST, 2019.1 HEREBY STATE THAT ALL MONUMENTS ARE OF THE CHARACTER AND OCCUPY THE POSITIONS INDICATED OR THAT THEY WILL BE SET IN THOSE POSITIONS BEFORE NOVEMBER 30, 2021, AND THAT THE MONUMENTS ARE, OR WILL BE, SUFFICIENT TO ENABLE THE SURVEY TO BE RETRACED AND THAT THIS FINAL MAP SUBSTANTIALLY CONFORMS TO THE CONDITIONALLY APPROVED TENTATIVE MAP. �5�� LAND S�qG< DATE DAMS THRESH oaTHRESH No.686 P.L.S. NO. 6868 No. 6868 ss P 9T �� f OF CAL\F6 CITY ENGINEER'S STATEMENT I HEREBY STATE THAT I HAVE EXAMINED THIS FINAL MAP; THAT THE SUBDIVISION AS SHOWN IS SUBSTANTIALLY THE SAME AS IT APPEARED ON THE TENTATIVE MAP AND ANY APPROVED ALTERATIONS THEREOF; THAT ALL PROVISIONS OF THE SUBDIVISION MAP ACT, AS AMENDED, AND OF ANY LOCAL ORDINANCE APPLICABLE AT THE TIME OF APPROVAL OF THE TENTATIVE MAP HAVE BEEN COMPLIED WITH. UAIL EUNEJUNE KIM P.E. NO. 54268 CITY ENGINEER CITY OF SOUTH SAN FRANCISCO TECHNICAL REVIEWER'S STATEMENT I HEREBY STATE THAT I HAVE EXAMINED THIS MAP AND THAT THE MAP IS TECHNICALLY CORRECT AS REQUIRED BY THE PROVISIONS OF CHAPTER 2 OF THE CALIFORNIA "SUBDIVISION MAP ACT". UAIL MAURICE KAUFMAN L.S. NO. 7256 LIC. EXP. 12-31-2020 COUNTY RECORDER'S STATEMENT FILED THIS DAY OF 201, AT M. IN VOLUME OF MAPS AT PAGES AT THE REQUEST OF JOHN V. KOROYAN OF BKF ENGINEERS. FILE NO. FEE MARK CHURCH, SAN MATEO COUNTY RECORDER BY: DEPUTY BKF NO. 20180138 SHEET 1 OF 2 D D , 0 40' �m wy 40' A Zo r a 0 �N ZZD Z7 Z LonL z c D C % �� m � • c� � Z fn o m O E5 A ml 1• m A 1 , orn c� "'•Io AIRPORT BOULEVARD w A PUBLIC STREET, WIDTH VARIES a N22'14'50"E 342.31' I -211.1 36' I I I I I I I I I N I I I I I I I N I I I I FOUND LEAD, FOUND LEAD, 0 1=31�C'� JG Jul^ o TACK &TAG I I c _ _ _ I o "SEHER", "LS6216" TACK &TAG I I f I `O U r) 1' .__.A 1= F3 J�J CJS d C� I I f I I I PER 26 LLS 8 "SEHER", "LS6216" AJ\J �liJ� r C CA Il�_ I FOUND CUT CROSS I I I PER 26 L _ LS 15 I I �. I I J�l� r1 J Ili I J I I I I I I PER 56 PM 39 Jyl� IN22'14'50"EI• I V •I u N22'1;'50"E 50.70' CC -LT N22'14'50"E 65.00' LT -LT I N22 -14'50"E 90.00' LT -LT 201.36' LT -LT 0 30 60 04 I I I I I r l l r I r I r r I r I r I o I r I r I r I r r I r I I o I I o I l a l I ti I S r -n I I I m I ro I I I Q'i A r I SCALE IN FEEL' I I LOT I PARCEL A 3 I I I I I 23,883 SQ.FT.t I I I O.R. 2019042533 I l I I I I I I Z I I I r-- L L L - I- -I I 1125.85'IP-IP ' • N22'14'50"E FOUND 3/4" IRON PIPE HATH PLASTIC PLUG, y Z TACK AND TAG "SEHER", "LS6216" p PER 26 LLS 85 o v o 1 0 f LANDS CITY / SOUTH SANN FRANCISCO O.R. 2016-118519 SEARCHED FOR NAIL & TAG "LS. 6216" PER 26 LLS 85; NOT FOUND MAP NOTES 1. ALL DISTANCES AND DIMENSIONS ARE IN FEET AND DECIMALS THEREOF. 2. THE DISTINCTIVE BORDER DENOTES THE BOUNDARY OF THE SUBDIVISION. 3. THE AREA WITHIN THE DISTINCTIVE BORDER OF LOT 1 IS 23,883 S.F.f. BASIS OF BEARINGS THE BEARING NORTH 74'27'00" WEST OF THE CENTERLINE OF GRAND AVENUE, BETWEEN FOUND MONUMENTS, AS SAID CENTERLINE IS SHOWN ON THAT CERTAIN RECORD OF SURVEY, FILED FOR RECORD ON NOVEMBER 8, 2004 IN BOOK 26 OF LLS MAPS AT PAGE 85 IN SAN MATEO COUNTY RECORDS, WAS USED AS THE BASIS OF BEARINGS FOR THIS MAP. LEGEND DISTINCTIVE BORDER ABUTTER'S RIGHTS RELINQUISHED PER 1194 O.R. 245 RECORD LOT LINE Q FOUND 2" BRASS DISC WITH PUNCH STAMPED "CITY OF SSF STATION 1978" IN MONUMENT WELL O SET 3/4" IRON PIPE WITH PLASTIC PLUG, TACK AND TAG, STAMPED "LS 6868" SET LEAD, TACK AND TAG, STAMPED "LS 6868" LT -LT DISTANCE FROM LEAD, TACK & TAG TO LEAD, TACK & TAG IP -IP DISTANCE FROM IRON PIPE TO IRON PIPE CC -CC DISTANCE FROM CUT CROSS TO CUT CROSS M -M DISTANCE FROM MONUMENT TO MONUMENT S.F. SQUARE FEET X3993 ORA OR \ 36.63' LT -IP 5N22'14'50 E SEARCHED FOR IRON PIPE PER 56 PM 39; � NOT FOUND SEARCHED FOR IRON PIPE PER 56 PM 39; NOT FOUND V ORE ERE�wP� l gP'�N EASEMENT NOTES THE LOCATION OF THE FOLLOWING EASEMENTS ARE NOT DEFINED OF RECORD AND ARE NOT PLOTTED. 1. AN EASEMENT FOR STREET RAILROADS GAS AND WATER MAINS, ELECTRICAL CONDUITS AND INCIDENTAL PURPOSES, RESERVED BY SOUTH SAN FRANCISCO LAND AND IMPROVEMENT COMPANY, A CORPORATION, RECORDED APRIL 06, 1907 IN BOOK 114 OF DEEDS, PAGE 200. 2. AN EASEMENT FOR STREET RAILROADS GAS AND WATER MAINS, ELECTRICAL CONDUITS AND INCIDENTAL PURPOSES, RESERVED BY SOUTH SAN FRANCISCO LAND AND IMPROVEMENT COMPANY, A CORPORATION, RECORDED MARCH 01, 1922 IN BOOK 33 OF DEEDS, PAGE 92. 3. AN EASEMENT FOR ELECTRICAL WIRES AND INCIDENTAL PURPOSES, RESERVED BY SOUTH SAN FRANCISCO LAND AND IMPROVEMENT COMPANY, A CORPORATION, RECORDED JANUARY 30, 1929 IN BOOK 391, PAGE 313 OF OFFICIAL RECORDS. Iml/\ 11 F., T Milo' 200 AIRPORT BOULEVARD FOR CONDOMINIUM PURPOSES 94 RESIDENTIAL UNITS AND 4 COMMERCIAL UNITS CONSIS77NG OF 2 SHEETS ########################################################### BEING A SUBDIVISION OF PARCELS ONE, TWO, THREE, FOUR, FIVE AND SIX, AS DESCRIBED IN THAT CERTAIN GRANT DEED, RECORDED ON SEPTEMBER 5, 2019 AS INSTRUMENT NO. 2019-072269, OFFICIAL RECORDS OF SAN MATEO COUNTY. LYING ENTIRELY WITHIN CITY OF SOUTH SAN FRANCISCO, SAN MATEO COUNTY, CALIFORNIA ########################################################### SCALE. 1" = 30' DATE. MARCH 2020 mm■ BKF 7NS 30N . FIRST C NIAUITTEE 00 95112 BKF NO. 20180138 SHEET 2 OF 2 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Fairfield 200 Airport LP 5510 Morehouse Dr., Suite 200 San Diego, CA 92121 Attention: Jenna Woods This Space For Recorder's Use Only OFF-SITE IMPROVEMENT AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND FAIRFIELD 200 AIRPORT LP IN CONNECTION WITH FINAL MAP 200 AIRPORT BOULEVARD This OFF-SITE IMPROVEMENT AGREEMENT ("Agreement") is entered into as of this day of , 2020 ("Effective Date"), by and between FAIRFIELD 200 AIRPORT LP, a Delaware limited partnership ("Developer"), and CITY OF SOUTH SAN FRANCISCO, a municipal corporation ("City"), with reference to the facts set forth in the Recitals below. RECITALS WHEREAS, Developer is the owner of certain real property in the City of South San Francisco, County of San Mateo, State of California, as more particularly described in Exhibit A attached hereto ("Property"); and WHEREAS, Developer is required and proposes to construct various improvements on and adjacent to the Property. The improvements ("Improvements") are described in the approved civil improvement plan set, described in Exhibit B attached hereto ("Plans"). The Improvements are required by the South San Francisco Municipal Code, Tentative Parcel Map No. approved by the City Council on July 24, 2019 ("TPM"), and Conditional Use Permit (CUP 18- 0014), Design Review (DR18-0036), Transportation Demand Management Plan (TDM18-0010), and Vesting Tentative Map (PM19-0001) issued by the City as of July 24, 2019 (Resolution No. 100-2019); and WHEREAS, Developer has presented to the City a final parcel map based on the TPM for approval entitled Final Map 200 Airport Boulevard ("Parcel Map"), and WHEREAS, the City wishes to ensure that the Improvements will be completed in a good workmanlike manner and in accordance with the conditions of approval and applicable law; and WHEREAS, this Agreement is executed pursuant to the provisions of the Subdivision Map Act of the State of California and Title 19 of the South San Francisco Municipal Code. NOW, THEREFORE, for and in consideration of the approval of the Parcel Map and of the acceptance of the dedications and easements for street and highway purposes and public facility and utility easements therein offered, excepting those dedicated to other agencies, and in order to S! ensure satisfactory performance by Developer and Developer's obligations under the Subdivision Map Act and Title 19 of the Municipal Code the parties agree as follows: AGREEMENT 1. Performance of Improvements. Developer shall, at its sole cost and expense, furnish or cause to be furnished, all labor, supplies, equipment and materials for, and perform or cause to be performed, in a good and workmanlike manner, all of the Improvements, in accordance with the Plans. The cost of the Improvements is estimated to be ($ .00). The Improvements shall be completed to the reasonable satisfaction of the City Engineer. 2. Time for Commencement and Performance. Commencement of the Improvements is anticipated to occur on or about , and completion of the Improvements is anticipated to occur approximately twenty four (24) months after commencement. However, in no event shall the construction of the Improvements commence later than June 1, 2021. At least fifteen (15) calendar days prior to the commencement of the Improvements, Developer shall notify the City Engineer in writing of the date scheduled for commencement thereof, so that the City Engineer shall be able to provide inspection services. 3. Iniury to Public Improvements, Public Property or Public Utilities Facilities. Developer shall, at its sole cost and expense, replace or repair, or have replaced or repaired, or pay to the owner the entire cost of replacement or repairs, all public improvements, public utility facilities, pipes, and surveying or subdivision monuments to the extent they are destroyed or damaged in the performance of any work by Developer in connection with this Agreement and/or the Improvements, their contractor, subcontractors, or agents, under this Agreement, whether such public property, improvements or facilities be owned by the United States or any agency thereof, by the State of California, or any agency or political subdivision thereof, or by any combination of such owners. Any repair or replacement shall be to the condition existing immediately prior to such damage as approved by the City Engineer or the corporation, person or agency owner. 4. Time of Essence - Extension. Time is of the essence in this Agreement, and the dates for commencement and completion of the Improvements herein may not be extended except as provided in this paragraph. In the event good cause is shown, the City Engineer may extend the time for completion of the Improvements hereunder. Requests for extension of dates shall be in writing and delivered to City in the manner hereinafter specified for service of notices. Any such extension may be granted without notice to Developer's sureties, and extensions so granted without notice to Developer's sureties shall not relieve the sureties' liability on the bonds to secure the faithful performance of this Agreement and to assure payment of all persons performing labor and materials in connection with this Agreement. The City Engineer shall be the sole and final judge as to whether or not good cause has been shown to entitle Developer to an extension. In granting any extension of the dates set forth under this Agreement for commencement and completion of the Improvements, City may require a new or amended improvement security in amounts to reflect increases in the costs of constructing the Improvements, and/or impose other conditions to protect City's interests and ensure the timely completion of the Improvements. 2 5. Intentionally omitted. 6. Permits, Compliance with Laws. Developer shall comply with all generally applicable laws and regulations in the performance of this Agreement and constructing the Improvements herein and shall, at Developer's sole cost and expense, obtain all necessary permits and licenses for the construction of Improvements, give all legally required notices and pay all fees and taxes required by law. 7. Superintendence by Developer. Developer shall personally supervise the work on the Improvements, or have a construction contractor, competent foreman or superintendent on the work site at all times during construction, with authority to act for Developer. 8. Inspection by City. Developer shall at all times maintain proper facilities, and shall provide safe access, for inspection by City, to all parts of the Improvements. 9. Contract Security. (a) Concurrently with the execution hereof, Developer shall furnish: (1) a surety bond in an amount equal to one hundred percent (100%) of the estimated cost of the construction and completion of the Improvements, as security for the faithful performance of this Agreement, including, without limitation, the payment of all labor and materials provided in connection with each subcontract executed by Developer in connection with this Agreement and (2) a surety bond in an amount equal to at least one hundred percent (100%) of the estimated cost of the construction and completion of the Improvements, as security for the payment of all persons performing labor and providing materials in connection with this Agreement (collectively, the "Surety Bond"). The City Engineer shall have the authority, but not the obligation, to release a portion or portions of the Surety Bond as the Improvements or portions thereof are completed and approved by the City.. (b) Developer may fulfill the requirements of subsection (a) of this section by providing a Standby Irrevocable Letter of Credit in favor of the City and in a form reasonably approved by the City Attorney. (c) Developer may also file a cash deposit with the City. 10. Indemnification and Hold Harmless Agreement. (a) Developer shall hold harmless, indemnify and, at the City's request, defend City (with Counsel reasonably approved by City), its officers, employees, agents, boards and commissions, whether elected or appointed (collectively, "Indemnified City Parties"), from and against all claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses, including but not limited to reasonable attorney's fees (collectively, "Claims"), for or in connection with personal injury (including, but not limited to, death) or damage to property (both real and personal) to the extent arising out of or is in any way connected with the negligent act, error or omission of Developer, its agents, contractors, subcontractors, or employees in connection with the performance of this Agreement. Notwithstanding the foregoing, the indemnification obligations set forth herein shall not apply to any Claims caused by the negligence or willful misconduct of any Indemnified City Parties. (b) In order to make certain that Developer has adequate resources to fully carry out its responsibilities pursuant to subparagraph (a) above, Developer shall file with the City proof that Developer's professional consultants (including any soils engineer or civil engineer) employed by Developer in connection with the Improvements, maintain professional liability (e.g. errors and omissions) insurance during the life of this Agreement. If the Improvements are accomplished by contractors or subcontractors, Developer shall assure that the contractors and/or subcontractors carry general liability insurance. The insurance shall be in an amount of not less than One Million Dollars ($1,000,000), shall contain a provision that such insurance shall not be reduced or canceled except upon thirty (30) days written notice to City and shall be subject to the approval of the City Attorney as to form, amount and carrier, as such approval not to be unreasonably withheld. (c) The foregoing hold harmless and indemnification obligations of Developer shall apply to all damages and claims for damages of every kind suffered or alleged to have been suffered by reason of the construction operations undertaken pursuant to this Agreement, regardless of whether or not City has approved the plans or specifications for the Improvements, and regardless of whether or not such insurance policies have been determined to be applicable to any such damages or claims for damages; provided, however, that the indemnification obligations of Developer shall not apply to any Claims to the extent caused by the negligence or willful misconduct of any Indemnified City Parties. 11. Environmental Warranty. Prior to City's acceptance of dedications or Improvements, Developer shall certify and warrant that: (a) The Property and Developer are not, to Developer's knowledge, in violation of any environmental law, and neither are subject to any existing, pending, or threatened investigation by any federal, state or local governmental authority under or in connection with any environmental law; (b) Developer and any third party acting on Developer's behalf or under Developer's direction or control shall not use, generate, manufacture, produce, or release, on, or under the Property, any hazardous substance, except in compliance with all applicable environmental laws; and (c) Developer has not caused or permitted the release of, and has no knowledge of the release or presence of, hazardous substance(s) on the Property or the migration of any hazardous substance from or to any other property adjacent to, or in the vicinity of, the Property. 12. Developer's Insurance. Developer shall not commence constructing the Improvements until Developer has obtained all insurance required under this paragraph, and such insurance has been approved by the City Attorney as to form, amount and carrier, nor shall Developer allow any contractor or subcontractor to commence the Improvements until all similar 4 insurance required of the contractor or subcontractor has been so obtained and approved, as such approvals not to be unreasonably withheld, conditioned or delayed. All requirements shall appear either in the body of the insurance policy or in endorsements and shall specifically bind the insurance carrier. Developer shall take out and maintain during the life of this Agreement the following policies of insurance: (a) Worker's Compensation and Employers' Liability Insurance: In the statutory coverage amounts. In signing this Agreement, Developer makes the following certification: "I am aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I will comply with such provisions before commencing the performance of the Improvements." (b) Commercial General Liability Insurance: In an amount not less than ONE MILLION DOLLARS ($1,000,000) for injuries including, but not limited to, death to any one person and subject to the same limit for each person; in an amount not less than TWO MILLION DOLLARS ($2,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage. This Commercial General Liability insurance described above shall include coverage for contractual liability limited to claims that result in bodily injury or property damage for which Developer is liable. (c) Automobile Liability (Code 1) Insurance: In an amount not less than ONE MILLION DOLLARS ($1,000,000) combined single limit per accident for bodily injury and property damage. (d) Contractor General Liability Insurance: Developer shall cause its contractor to take out and maintain during the life of this Agreement an insurance policy in the amount of not less than ONE MILLION DOLLARS ($1,000,000) for injuries including, but not limited to, death to any one person and subject to the same limit for each person; in an amount not less than TWO MILLION DOLLARS ($2,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage. (e) It is agreed that the insurance required by Subsection (b) shall be in an aggregate amount of not less than Two Million Dollars ($2,000,000) and shall be extended to include as additional insureds the City of South San Francisco, its elective and appointive boards, officers, agents, employees and volunteers, with respect to operations performed by Developer as described herein. Evidence of the insurance described above shall be provided to City upon execution of this Agreement and shall be subject to approval by the City Attorney as to form, amount and carrier, as such approval not to be unreasonably withheld. The policy of insurance shall also contain a provision indicating that such insurance shall not be reduced or canceled except upon thirty (30) 5 days written notice to City. In addition, the following endorsement shall be made on the policy of insurance: "Notwithstanding any other provisions in this policy, the insurance afforded hereunder to the City of South San Francisco shall be primary as to any other insurance or reinsurance covering or available to the City of South San Francisco, and such other insurance or reinsurance shall not be required to contribute to any liability or loss until and unless the approximate limit of liability afforded hereunder is exhausted." 13. Evidence of Insurance. Developer shall furnish City concurrently with the execution hereof, satisfactory evidence of the insurance required and evidence that each carrier is required to give City at least thirty (30) days prior notice of the cancellation or reduction in coverage of any policy during the effective period of this Agreement. 14. Title to Improvements. Title to, and ownership of, all Improvements constructed hereunder by Developer shall vest absolutely in City, or to such other public agencies, persons, partnerships, associations or corporations to which dedications of easements were made or reserved upon the completion and acceptance of such Improvements by City or the agency, person, partnership, association or corporation. 15. Warranty- Repair or Reconstruction of Defective Work. If, within a period of one (1) year after final acceptance of the Improvements ("Warranty Period"), the Improvements installed or constructed, or caused to be installed or constructed by Developer, fail to fulfill any of the requirements of this Agreement or the specifications referred to in the Plans, or proves to be defective or become damaged because of differential settlement, action of the elements, or ordinary usage, except for catastrophic events, Developer shall without delay and without any cost to City repair or replace or reconstruct any defective or otherwise unsatisfactory part or parts of the Improvements. Should Developer fail to act promptly or in accordance with this requirement and such failure continues for more than thirty (30) days following delivery of written notice to Developer specifying the action required, or should the exigencies of the case require repairs or replacements to be made before Developer can be notified, City may, at its option, make the necessary repairs or replacements or perform the necessary work, and Developer shall pay to City the actual cost of such repair plus fifteen (15%) percent. During Warranty Period, Developer shall provide the City with a corporate surety bond or an amendment to the Surety Bond in a principal sum equal to fifteen percent (15%) of the amount of the original Surety Bond to secure the undertaking and obligations set forth in this Section 15. 16. Trenching and Backfilling. Developer shall require that all trenching and backfilling within and outside the property lines for utility lines, including sanitary, storm, water and any other purposes, shall be done under the inspection of a soils engineer who shall test the trenching and backfilling with a sufficient number of soil tests to secure the proper compaction. If required as a condition to any permit issued by City, Developer shall further require that a 2 certificate be filed with the City stating that said trenching and backfilling has been performed in accordance with the soils engineer's recommendations. 17. Developer not Agent of City. Neither Developer nor any of Developer's agents or contractors shall be considered agents of City in connection with the performance of Developer's obligations under this Agreement. 18. Notice of Breach and Default. If Developer refuses or fails to timely perform the Improvements in accordance with the requirements under this Agreement, or any severable part thereof, with such diligence as will insure its completion within the time specified, or any extensions thereof, or fails to obtain completion of the Improvements within such time, or if Developer should be adjudged as bankrupt, or if Developer should make a general assignment for the benefit of Developer's creditors, or if a receiver should be appointed in the event of Developer's insolvency, or if Developer or any of Developer's contractors, subcontractors, agents or employees should violate any of the provisions of this Agreement, the City Engineer or City Manager may serve written notice upon Developer and Developer's sureties of breach of this Agreement, or of any portion thereof, and default of Developer, and Developer shall have thirty (30) days thereafter to cure or substantially commence such cure. 19. Breach of Agreement; Performance by Sureties or City. In the event of such notice which is not cured by Developer within the applicable cure period under Section 18 above, Developer's sureties shall have the duty to take over the Improvements and complete the Improvements herein specified; provided, however, that if the sureties, within five (5) business days after being served notice of such breach, do not give City written notice of their intention to take over the performance of this Agreement, and do not commence performance thereof within five (5) business days after notice to the City of such election, City may take over the work and prosecute the same to completion, by contract or by any other method City may deem advisable, for the account and at the expense of Developer, and Developer's sureties shall be liable to City for any excess cost or damages occasioned by City; and, in such event, City, without liability for so doing, may take possession of, and use in completing the Improvements, such materials, appliances, plant and other property belonging to Developer as may be on site of the Improvements and necessary therefor. 20. Erosion Control. If applicable, Developer shall furnish landscape plans and adequately provide for erosion control. Landscaping and irrigation improvements shall be installed to the reasonable satisfaction of the City's Landscape Architect. 21. Water Lines. If and to the extent applicable or required, Developer shall dedicate to the California Water Service (CWS) the easements required for the water lines, facilities and appurtenant works, unless the lines, facilities and appurtenant works are to be installed within existing easements or the Public Utility Easements on the Parcel Map. Developer shall construct and install, at its sole cost and expense, the Improvements in the easements as set forth on the Plans, subject to the approval of the CWS. K 22. Notices. All notices herein required shall be in writing, and delivered in person or sent by certified mail, postage prepaid. Notices required to be given to City shall be addressed as follows: Attn: Engineering City of South San Francisco 315 Maple Avenue South San Francisco, CA 94080 Notices required to be given to Developer shall be addressed as follows: Fairfield 200 Airport LP 5510 Morehouse Dr., Suite 200 San Diego, CA 92121 Attention: Jenna Woods Notices required to be given to sureties of Developer shall be addressed as follows: Any party may change such address by notice in writing to the other party and thereafter notices shall be addressed and transmitted to the new address. 23. As -Built Drawings. Developer shall furnish City reproducible plastic film (i.e., Mylar) as -built drawings of the Improvements of a quality acceptable to the City Engineer together with a certification by Developer's engineer that the Improvements have been constructed in accordance with the Plans. Developer shall furnish City with the as -built drawings concurrently with Developer's request for acceptance of the Improvements by the City. 24. Parties Obligated. Developer agrees that this Agreement shall bind Developer and Developer's successors in interest, heirs and assigns. 25. Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 26. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to principles of conflicts of law. All actions, proceedings, lawsuits, claims and disputes shall be venued in the County of San Mateo, State of California. 27. Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 28. Release. After acceptance of the Improvements and expiration of the Warranty Period as provided in Section 15 above, the City shall within 60 days thereafter record a release of this Agreement in the Official Records of San Mateo County. [signatures on the following page] 4 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed. CITY OF SOUTH SAN FRANCISCO, a municipal corporation Charles Michael Futrell City Manager ATTEST: City Clerk FAIRFIELD 200 AIRPORT LP, a Delaware limited partnership By: BF VAMF III GP LLC, a Delaware limited liability company, its general partner By: Ed McCoy Sr. Vice President EXHIBITS: Exhibit A — Legal Description Exhibit B — Public Improvement Plans APPROVED AS TO FORM: City Attorney EXHIBIT "A" Legal Description of Property Real property in the City of South San Francisco, County of San Mateo, State of California, described as follows: PARCEL ONE: LOTS 15,16 AND 17, BLOCK 146, AS DESIGNATED ON THE MAP ENTITLED "SOUTH SAN FRANCISCO, SAN MATEO CO. CAL. PLAT NO. 1 ", WHICH MAP WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA ON MARCH O1, 1892 IN BOOK "B" OF MAPS, PAGE 6 AND A COPY ENTERED IN BOOK 2 OF MAPS, PAGE 52. EXCEPTING THEREFROM THE LANDS DESCRIBED IN THE DEED FROM ALFRED E. KAUFFMANN ET AL TO THE STATE OF CALIFORNIA, DATED NOVEMBER O1, 1928 AND RECORDED JANUARY 3, 1929 IN BOOK 386 OF OFFICIAL RECORDS OF SAN MATEO COUNTY AT PAGE 369 (25333-B). PARCEL TWO: A PORTION OF DIVISION STREET NOW ABANDONED AS DESIGNATE ON THE MAP ENTITLED "SOUTH SAN FRANCISCO, SAN MATEO CO. CAL. PLAT NO. 1 ", WHICH MAP WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA ON MARCH O1, 1892 IN BOOK "B" OF MAPS AT PAGE 6 AND A COPY ENTERED IN BOOK 2 OF MAPS AT PAGE 52. BEGINNING AT A POINT WHERE THE LINE DIVIDING LOTS 14 AND 15, BLOCK 146 INTERSECT THE WESTERLY LINE OF DIVISION STREET, AS DESIGNATED ON THE ABOVE-MENTIONED MAP; RUNNING THENCE FROM SAID POINT OF BEGINNING ALONG THE WESTERLY LINE OF SAID DIVISION STREET NORTH 220 14'40" EAST 75.51 FEET TO THE CORNER COMMON TO LOTS 17 AND 18 IN SAID BLOCK 146; THENCE SOUTH 740 27' EAST 60.41 FEET TO THE WESTERLY LINE OF THE SOUTHERN PACIFIC RIGHT OF WAY; THENCE SOUTH 22° 14'40" WEST 75.51 FEET; THENCE NORTH 740 27' WEST 60.41 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THE LANDS DESCRIBED IN THE FINAL ORDER OF CONDEMNATION ENTERED IN THE SUPERIOR COURT IN AND FOR THE COUNTY OF SAN MATEO ENTITLED "THE PEOPLE OF THE STATE OF CALIFORNIA, PLAINTIFF, VS F.O. MINUCCIANI, ET AL, DEFENDANTS," CASE NO. 36291. A CERTIFIED COPY OF SAID DECREE WAS RECORDED JULY 9, 1945 IN BOOK 1187 OFFICIAL RECORDS OF SAN MATEO COUNTY PAGE 102 (56082-F). PARCEL THREE: LOTS 18 AND 19, BLOCK 146, AS DESIGNATED ON THE MAP ENTITLED "SOUTH SAN FRANCISCO SAN MATEO CO. CAL. PLAT NO. V, WHICH MAP WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA ON MARCH O1, 1892 IN BOOK "B" OF MAPS, PAGE 6, AND A COPY ENTERED IN BOOK 2 OF MAPS, PAGE 52. EXCEPTING THEREFROM SO MUCH OF SAID LOTS AS WAS CONVEYED TO THE STATE OF CALIFORNIA FOR ROAD PURPOSES BY DEED FROM SOUTH SAN FRANCISCO LAND AND IMPROVEMENT COMPANY, A CORPORATION, DATED OCTOBER 25, 1928 AND RECORDED JANUARY 3, 1929 IN BOOK 384 OFFICIAL RECORDS OF SAN MATEO COUNTY, PAGE 449. PARCEL FOUR: LOT 20 IN BLOCK 146 AS DESIGNATED ON THE MAP ENTITLED "SOUTH SAN FRANCISCO, SAN MATEO CO., CAL. PLAT NO. V, WHICH MAP WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA ON MARCH 1, 1892 IN BOOK "B" OF MAPS AT PAGE 6 AND A COPY ENTERED IN BOOK 2 OF MAPS AT PAGE 52. PARCEL FIVE: LOT 21 IN BLOCK 146 AS SHOWN ON THAT CERTAIN MAP ENTITLED "SOUTH SAN FRANCISCO, SAN MATEO CO., CAL. PLAT NO. V, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN MATEO COUNTY ON MARCH 01, 1892 IN BOOK "B" OF ORIGINAL MAPS, PAGE 6 AND COPIED INTO BOOK 2 OF MAPS, PAGE 52. EXCEPTING THEREFROM THE LANDS DESCRIBED IN DEED FROM MARTIN C. THOMPSON AND CATHENKA L. THOMPSON, HIS WIFE, TO STATE OF CALIFORNIA DATED OCTOBER 04, 1928 AND RECORDED NOVEMBER 23, 1928 IN BOOK 385 OF OFFICIAL RECORDS, PAGE 190, RECORDS OF SAN MATEO COUNTY, CALIFORNIA. PARCEL SIX: LOT 22, BLOCK 146, AS DELINEATED UPON THAT CERTAIN MAP "SOUTH SAN FRANCISCO, SAN MATEO COUNTY, CALIFORNIA, PLAT NO. V, FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, ON MARCH 1 ST, 1892 IN BOOK "B" OF MAPS, PAGE 6 AND A COPY ENTERED IN BOOK 2 OF MAPS, PAGE 52. EXCEPTING THEREFROM THAT PORTION OF SAID LOT 22 CONVEYED TO STATE OF CALIFORNIA BY DEED FROM SOUTH SAN FRANCISCO LAND AND IMPROVEMENT COMPANY, DATED OCTOBER 25, 1928 AND RECORDED JANUARY 3, 1929 IN BOOK 384 OF OFFICIAL RECORDS, PAGE 449. Exhibit A 2 APNs: 012-338-010 (Affects: Parcel Six), 012-338-020 (Affects: Parcel Five), 012-338-030 (Affects: Parcel Four), 012-338-040 (Affects: Parcel Three), 012-338-050 (Affects: Parcels One and Two) JPNs: 012-033-338-OIA (Affects: Parcel Six), 012-033-338-02A (Affects: Parcel Five), 012-033-338-03A (Affects: Parcel Four), 012-033-338-04A (Affects: Parcel Three), 012-033-338-05A (Affects: Parcels One and Two) Exhibit A 3501525.1 1151361/50867150v.I EXHIBIT `B" Public Improvement Plans Reference: Encroachment Permit E19-1068 Plan Set by BKF Engineers [Developer to provide list of references to off-site public improvement plans] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Fairfield 200 Airport LP 5510 Morehouse Drive, Suite 200 San Diego, CA 92121 Attention: Jenna Woods This Space For Recorder's Use Only MAINTENANCE AND ENCROACHMENT AGREEMENT THIS MAINTENANCE AND ENCROACHMENT AGREEMENT ("Agreement") is entered into as of this day of , 2020 ("Effective Date"), by and between FAIRFIELD 200 AIRPORT LP, a Delaware limited partnership company ("Owner"), and CITY OF SOUTH SAN FRANCISCO, a municipal corporation ("City"), with reference to the facts set forth in the Recitals below. RECITALS WHEREAS, Owner is the owner of certain real property in the City of South San Francisco, County of San Mateo, State of California, as more particularly described in Exhibit A attached hereto ("Property"). WHEREAS, Owner intends to develop the Property with mixed-use retail and residential building, landscaping, and other improvements ("Project") in accordance with the Conditions of Approval Use Permit and Design Review No. P 18-0071 for 200 Airport Boulevard (as approved by the City Council on July 24, 2019) ("Conditions of Approval"). WHEREAS, The City has the authority to regulate the terms and conditions for the use of the surface, the air space above the surface, and the area below the surface of the public streets, roads, sidewalks, lanes, courts, ways, alleys, and boulevards, including, without limitation, all public utility easements and public service easements as the same now or may thereafter exist that are under the jurisdiction of the City ("Public Right -of -Way") for the construction, installation and maintenance of private buildings and improvements. WHEREAS, The Conditions of Approval obligate Owner to install and maintain landscaping and improvements constructed as a part of the Project consisting of landscape, irrigation, overhead protection and special paving ("Project Improvements"), which are located within the Public Right -of -Way area and within the City owned parcel at 296 Airport Boulevard APN 012-338-160 further described in Exhibit B, attached hereto ("Encroachment and Maintenance Area"). The City has approved the encroachment of the Project Improvements into the Encroachment and Maintenance Area (the "Encroachments"), subject to the terms and conditions of this Agreement. WHEREAS, The parties desire to enter into this Agreement to set forth the terms and conditions upon which Owner will maintain the Project Improvements and upon which City consents to the Encroachments. NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the parties agree as follows: AGREEMENT I. Maintenance Obligations. Owner shall, at its sole cost and expense, construct, install, maintain and locate the Project Improvements located within the Encroachment and Maintenance Area in accordance with the Conditions of Approval (the "Maintenance Obligations"). 2. Consent to Encroachments. City hereby consents to the existence of the Encroachments within the Encroachment and Maintenance Area, subject to the terms and conditions of this Agreement. 3. Use and Maintenance of Encroachments. Owner and City hereby agree that so long as this Agreement remains in effect, Owner may use, maintain, repair, replace and/or remove the Encroachments located within the Encroachment and Maintenance Area. Owner shall not construct or add any improvements in the Encroachment and Maintenance Area other than the Encroachments without the City's prior express written consent, which shall not be unreasonably withheld, conditioned or delayed, provided that the work complies with all applicable laws and Owner obtains or causes to be obtained all required permits. 4. Damage to Facilities in Encroachment and Maintenance Area. Owner shall be responsible for (i) any damage to City street pavements, existing utilities, curbs, gutters, sidewalks caused by Owner's installation, maintenance, repair or removal of the Project Improvements, (ii) costs for issuance of permits and inspection of the Project Improvements, and (iii) repair, replacement and restoration in kind of damaged Project Improvements (other than to the extent such damage is caused by the City, its employees, officers or agents), in each case, at its sole expense. Owner shall notify all utilities of any damage caused by Owner's installation, maintenance, repair or removal of the Project Improvements. Owner shall be responsible to all utilities for any damage caused to facilities owned by utilities caused by Owner's installation, maintenance, repair or removal of its Owner Project Improvements. If Encroachment and Maintenance Area to be used by Owner for the installation of Project Improvements has pre-existing installation(s) placed in the said Encroachment and Maintenance Area, Owner shall assume the responsibility to verify the location of the pre-existing installation and notify the City and any third party of Owner's proposed installation. The reasonable and documented cost of any work required by such third party of City to provide adequate space or required clearance to accommodate Owner's installation of the Project Improvements in the Encroachment and Maintenance Area shall be borne solely by Owner 5. Records and Field Locations. Owner shall maintain accurate maps and improvement plans of the Encroachments and Project Improvements. Owner shall submit to the City at the conclusion of installation of the Project Improvements copies of all maps accurately depicting the actual location of the Project Improvements as built. Owner shall, upon demand of the Engineering and Transportation Department Director, deliver to the office of the Engineering Division free of charge, and to other third parties interested in performing work within the Encroachment and Maintenance Area for a reasonable charge upon request, within thirty (30) days after such demand, such maps and plans as may be required to show in detail the location, depth, and description of all Encroachments installed within said Encroachment and Maintenance Area. 6. Hold Harmless and Indemnification. Owner, jointly and severally, for itself, its successors, agents, contractors and employees, agrees to indemnify, defend (with counsel selected by Owner and acceptable to City) and hold harmless City, its officers, employees and agents (each a "City Indemnified Party") from and against any and all claims, demands, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions of any kind, and all costs and cleanup actions of any kind, all costs and expenses incurred in connection therewith, including, without limitation, reasonable attorneys' fees and costs of defense (collective, the "Losses") to the extent associated with the Encroachments and/or resulting from the activities of Owner described in this Agreement, except to the extent arising from the City's or any City Indemnified Party's willful misconduct or grossly negligent acts or omissions. 7. Insurance. Owner shall ensure that all contractors performing work on the Encroachments shall procure and maintain for the duration of this Agreement "occurrence coverage" insurance against claims for injuries to persons or damages to property which may arise from or in connection with the Project Improvements. a. Minimum Scope of Insurance. Coverage shall be at least as broad as: 1) Insurance Services Office form number GL 0002 (Ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage ("occurrence" form CG 0001.) 2) Workers' Compensation insurance as required by the Labor Code of the State of California and Employers Liability Insurance. b. Minimum Limits of Insurance. Owner shall maintain limits no less than: 1) General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If commercial General Liability Insurance or other form with general aggregate limits is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2) Automobile Liability: Comprehensive automobile liability insurance in an amount not less than $1,000,000 per occurrence for bodily injury and property damage including coverage for owned and non -owned vehicles. 3) Workers' Compensation and Employers Liability: Worker's compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. C. Deductibles and Self—Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, and employees; or Owner shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. d. Other Insurance Provisions: The policies are to contain, or be endorsed to contain, the following provision: 1) General Liability Coverage and Automobile Liability Coverage. a) The City, its officers, officials, employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of Owner; products and completed operations of Owner, premises owned, occupied or used by Owner. The coverage shall contain no special limitations on the scope of the protection afforded to the City, its officers, officials, employees or volunteers. b) Each insurance policy shall contain the following endorsement language: "Notwithstanding any other provisions in this policy, the insurance afforded hereunder to the City of South San Francisco shall be primary as to any other insurance or reinsurance covering or available to the City of South San Francisco, and such other insurance or reinsurance shall not be required to contribute to any liability or loss until and unless the approximate limit of liability afforded hereunder is exhausted." C) Owner's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees of volunteers shall be excess of Owner's insurance and shall not contribute with it. d) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, employees, or volunteers. e) Owner's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2) Worker's Compensation and Employers Liability Coverage: The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses arising from the Encroachments or Facilities. 3) All Coverages: Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by regular mail, has been given to the City. Acceptability of Insurers: Insurance is to be placed with insurers with a Bests' rating of no less than ANII. f. Verification of Coverage: Owner shall furnish City with certificates of insurance and with original endorsements effecting coverage required by this clause. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be received and approved by the City before execution of this Agreement. g. Subcontractors: Owner shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. h. The City's Risk Manager may approve a variation in those insurance requirements upon a determination that the coverages, scope, limits and forms of such insurance are either not commercially available or that the City's interests are otherwise fully protected. 8. Duration of Agreement. This Agreement shall continue in perpetuity unless and until an agreement terminating this Agreement is executed and acknowledged by the City and all of the respective legal owners of the Property, and such agreement is recorded in the Official Records of San Mateo County. Upon mutual termination of the Agreement, and upon written request by City, Owner (or the successor owner of the Property if Owner no longer owns the Property as provided in Section 11 below), at its own cost and expense, agrees to remove or, at City's discretion, abandon in place, some or all of the Project Improvements and restore the Encroachment and Maintenance Area to substantially the same condition it was in prior to Owner's installation of the Project Improvements. Should Owner or the successor owner of the Property, if Owner no longer owns the Property, in such event fail, neglect or refuse to make such removals or restoration within one hundred twenty (120) days of City's written request, at the sole option of City, such removal and restoration may be performed by City at the expense of Owner or Owner's successor if Owner no longer owns the Property), which reasonable and documented expense Fairfield (or the successor owner of the Property if Fairfield no longer owns the Property) agrees to pay to City upon written demand. 9. Severability. If any one or more of the covenants or agreements or portions thereof provided in this Agreement shall be held by a court of competent jurisdiction in a final judicial action to be void, voidable or unenforceable, such covenant or covenants, such agreement or agreements, or such portions thereof shall be null and void and shall be deemed separable from the remaining covenants or agreements or portions thereof and shall in no way affect the validity or enforceability of the remaining portions of this Agreement. 10. Notices. All notices given or which may be given pursuant to this Agreement shall be in writing and transmitted by United States mail or by private delivery systems or by facsimile if followed by United States mail or by private delivery systems as follows: To the City: Attn: Engineering Division City of South San Francisco 315 Maple Avenue South San Francisco, CA 94080 To Owner: Fairfield 200 Airport LP 5510 Morehouse Drive, Suite 200 San Diego, CA 92121 Attention: Jenna Woods 11. Successors and Assigns. Each of the agreements, covenants and obligations of Owner and City, respectively, set forth in this Agreement shall be covenants that run with the land and shall be binding upon all successors of Owner and City, respectively, for the benefit of the owner of the other property and such owner's successors in accordance with Section 1468 of the California Civil Code. This Agreement shall not be assignable by Owner without prior notice to and approval by City (such approval not to be unreasonably withheld, conditioned or delayed); provided, however, that Owner may assign the rights granted hereunder to (i) a parent, successor, affiliate, or subsidiary of Owner, now or hereinafter existing or (ii) any party acquiring Owner's interest in the Project, in each case, by only providing written notice to City of such assignment within thirty (30) days after such assignment and City shall have no approval rights over such assignment. Notwithstanding any provision of this Agreement to the contrary, nothing contained herein shall be deemed to be a gift or dedication of any portion of the Encroachment and Maintenance Area to the general public or for the general public or for any public purpose whatsoever, and this Agreement shall be strictly limited to and for the purposes expressed in this Agreement. 12. Cooperation. If any additional documents are reasonably necessary to accomplish the express purposes of this Agreement, the parties hereto agree to cooperate reasonably and in good faith in the preparation of any such documents, and agree to promptly sign and deliver any such documents. 13. Entire Document/Modification. This Agreement constitutes the entire agreement between the parties hereto with respect to the Maintenance Obligations, Encroachments and the Encroachment and Maintenance Area, and supersedes as of the date hereof any prior agreement(s) between the parties, written or oral, concerning the subject matter of this Agreement. Any subsequent modification of this Agreement shall be in a writing signed by both parties or their respective successors in interest. 14. Invalidity and Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect and shall in no way be impaired or invalidated, and the parties agree to substitute for the invalid or unenforceable provision a valid and enforceable provision that most closely approximates the intent and effect of the invalid or unenforceable provision. 15. Liens Not Impaired. No breach of the covenants or terms of this Agreement or any enforcement thereof shall defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value, now or hereafter executed upon the Property or any portion thereof. None of the covenants or terms of this Agreement shall supersede or in any way reduce the security or affect the validity of any such mortgage or deed of trust; provided, however, that any such covenant or term shall be binding upon and effective against the owner of the Property or any portion thereof whose title to the Property or such portion thereof is acquired by foreclosure, trustee's sale or otherwise. 16. Attorneys' Fees. In the event of any controversy, claim or dispute arising out of this Agreement or any breach hereof, the prevailing party in any legal action shall be entitled to recover from the losing party its costs and expenses, including reasonable attorneys' fees and costs. 17. Applicable Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to principles of conflicts of law. All actions, proceedings, lawsuits, claims, and disputes shall be venued in the County of San Mateo, State of California. 18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall, for all purposes, be deemed an original and all of such counterparts, taken together, shall constitute one and the same instrument. [signatures on following page] IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. C8]iiA= FAIRFIELD 200 AIRPORT LP, a Delaware limited partnership By: BF VAMF III GP LLC, a Delaware limited liability company, its general partner By: Name: Ed McCoy Title: Sr. Vice President Date: CITY: CITY OF SOUTH SAN FRANCISCO, a municipal corporation Name: Charles Michael Futrell Its: City Manager Approved as to Form: City Attorney EXHIBITS: Exhibit A — Legal Description Exhibit B — Encroachment and Maintenance Areas ACKNOWLEDGMENTS A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) COUNTY OF ) On , before me, , a Notary Public personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) are/is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) COUNTY OF ) On , before me, , a Notary Public personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) are/is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) EXHIBIT "A" Legal Description of Property Real property in the City of South San Francisco, County of San Mateo, State of California, described as follows: PARCEL ONE: LOTS 15,16 AND 17, BLOCK 146, AS DESIGNATED ON THE MAP ENTITLED "SOUTH SAN FRANCISCO, SAN MATEO CO. CAL. PLAT NO. 1 ", WHICH MAP WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA ON MARCH O1, 1892 IN BOOK "B" OF MAPS, PAGE 6 AND A COPY ENTERED IN BOOK 2 OF MAPS, PAGE 52. EXCEPTING THEREFROM THE LANDS DESCRIBED IN THE DEED FROM ALFRED E. KAUFFMANN ET AL TO THE STATE OF CALIFORNIA, DATED NOVEMBER O1, 1928 AND RECORDED JANUARY 3, 1929 IN BOOK 386 OF OFFICIAL RECORDS OF SAN MATEO COUNTY AT PAGE 369 (25333-B). PARCEL TWO: A PORTION OF DIVISION STREET NOW ABANDONED AS DESIGNATE ON THE MAP ENTITLED "SOUTH SAN FRANCISCO, SAN MATEO CO. CAL. PLAT NO. 1 ", WHICH MAP WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA ON MARCH O1, 1892 IN BOOK "B" OF MAPS AT PAGE 6 AND A COPY ENTERED IN BOOK 2 OF MAPS AT PAGE 52. BEGINNING AT A POINT WHERE THE LINE DIVIDING LOTS 14 AND 15, BLOCK 146 INTERSECT THE WESTERLY LINE OF DIVISION STREET, AS DESIGNATED ON THE ABOVE-MENTIONED MAP; RUNNING THENCE FROM SAID POINT OF BEGINNING ALONG THE WESTERLY LINE OF SAID DIVISION STREET NORTH 220 14'40" EAST 75.51 FEET TO THE CORNER COMMON TO LOTS 17 AND 18 IN SAID BLOCK 146; THENCE SOUTH 740 27' EAST 60.41 FEET TO THE WESTERLY LINE OF THE SOUTHERN PACIFIC RIGHT OF WAY; THENCE SOUTH 22° 14'40" WEST 75.51 FEET; THENCE NORTH 740 27' WEST 60.41 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THE LANDS DESCRIBED IN THE FINAL ORDER OF CONDEMNATION ENTERED IN THE SUPERIOR COURT IN AND FOR THE COUNTY OF SAN MATEO ENTITLED "THE PEOPLE OF THE STATE OF CALIFORNIA, PLAINTIFF, VS F.O. MINUCCIANI, ET AL, DEFENDANTS," CASE NO. 36291. A CERTIFIED COPY OF SAID DECREE WAS RECORDED JULY 9, 1945 IN BOOK 1187 OFFICIAL RECORDS OF SAN MATEO COUNTY PAGE 102 (56082-F). Exhibit "A" PARCEL THREE: LOTS 18 AND 19, BLOCK 146, AS DESIGNATED ON THE MAP ENTITLED "SOUTH SAN FRANCISCO SAN MATEO CO. CAL. PLAT NO. V, WHICH MAP WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA ON MARCH O1, 1892 IN BOOK "B" OF MAPS, PAGE 6, AND A COPY ENTERED IN BOOK 2 OF MAPS, PAGE 52. EXCEPTING THEREFROM SO MUCH OF SAID LOTS AS WAS CONVEYED TO THE STATE OF CALIFORNIA FOR ROAD PURPOSES BY DEED FROM SOUTH SAN FRANCISCO LAND AND IMPROVEMENT COMPANY, A CORPORATION, DATED OCTOBER 25, 1928 AND RECORDED JANUARY 3, 1929 IN BOOK 384 OFFICIAL RECORDS OF SAN MATEO COUNTY, PAGE 449. PARCEL FOUR: LOT 20 IN BLOCK 146 AS DESIGNATED ON THE MAP ENTITLED "SOUTH SAN FRANCISCO, SAN MATEO CO., CAL. PLAT NO. V, WHICH MAP WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA ON MARCH 1, 1892 IN BOOK "B" OF MAPS AT PAGE 6 AND A COPY ENTERED IN BOOK 2 OF MAPS AT PAGE 52. PARCEL FIVE: LOT 21 IN BLOCK 146 AS SHOWN ON THAT CERTAIN MAP ENTITLED "SOUTH SAN FRANCISCO, SAN MATEO CO., CAL. PLAT NO. V, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN MATEO COUNTY ON MARCH O1, 1892 IN BOOK "B" OF ORIGINAL MAPS, PAGE 6 AND COPIED INTO BOOK 2 OF MAPS, PAGE 52. EXCEPTING THEREFROM THE LANDS DESCRIBED IN DEED FROM MARTIN C. THOMPSON AND CATHENKA L. THOMPSON, HIS WIFE, TO STATE OF CALIFORNIA DATED OCTOBER 04, 1928 AND RECORDED NOVEMBER 23, 1928 IN BOOK 385 OF OFFICIAL RECORDS, PAGE 190, RECORDS OF SAN MATEO COUNTY, CALIFORNIA. PARCEL SIX: LOT 22, BLOCK 146, AS DELINEATED UPON THAT CERTAIN MAP "SOUTH SAN FRANCISCO, SAN MATEO COUNTY, CALIFORNIA, PLAT NO. V, FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, ON MARCH 1ST, 1892 IN BOOK "B" OF MAPS, PAGE 6 AND A COPY ENTERED IN BOOK 2 OF MAPS, PAGE 52. EXCEPTING THEREFROM THAT PORTION OF SAID LOT 22 CONVEYED TO STATE OF CALIFORNIA BY DEED FROM SOUTH SAN FRANCISCO LAND AND IMPROVEMENT COMPANY, DATED OCTOBER 25, 1928 AND RECORDED JANUARY 3, 1929 IN BOOK 384 OF OFFICIAL RECORDS, PAGE 449. Exhibit "A" APNs: 012-338-010 (Affects: Parcel Six), 012-338-020 (Affects: Parcel Five), 012-338-030 (Affects: Parcel Four), 012-338-040 (Affects: Parcel Three), 012-338-050 (Affects: Parcels One and Two) JPNs: 012-033-338-OIA (Affects: Parcel Six), 012-033-338-02A (Affects: Parcel Five), 012-033-338-03A (Affects: Parcel Four), 012-033-338-04A (Affects: Parcel Three), 012-033-338-05A (Affects: Parcels One and Two) Exhibit "A" 3499218.1 EXHIBIT "B" Encroachment and Maintenance Area [SEE ATTACHED] Exhibit `B" AIRPORT BOULEVARD r LEVI c� T�� \ BIKE ® B ROOA I I Ti I RETAIL - j CALTRAIN PLAZA - O ru°r - J p V'Nj ® ®ZA STAIR In VACANT LOT- j NOT A PART \� \ i �Ij II LOBBY iSTAIR 1 II I i ELEC. RM ' 150 AIRPORT \PARTMENTS II �I ,; Iii � it II AIRPORT BOULEVARD r LEVI c� T�� \ BIKE ® B ROOA I I Ti I RETAIL - j CALTRAIN PLAZA - O ru°r - J p V'Nj ® ®ZA STAIR In VACANT LOT- j NOT A PART \� \ AIR PORT B O U L E V A R DSHORT TERM BIKE PARKING ��� • bike racks - (21 total, (61 CENTRAL GREEN„ short-term parking spaces ? t - %f • multi-purpose lawn (1,850 s.f.) i J ! 9 ` • games// ;1 ;� i `? � {. '�' - �, i), J ► i ° z-�� • retailspillaut � I. specimen tree \ l ' A - •festival lights attached to poles — Jk 'y monumentsign �_.% -� ` / r\� Ei v' �'X,� PLAZA ENTRY �». ' , . S , . f', • seatwall )¢ !; �, • removable hollards 3 NEIGHBORHOOD KIOSK URBAN GROCI R SHORT TERM BINE PARKING ® " • hike racks -(6) total, (B) �ti :r' '.t _ } �, •� • �� short-term parking space ART with HISTORICAL NOD RETAIL PAT10 with LOUVERED FENCE (B20s.f.)�y L..-�1— - = 9"r^ r -�-� ,4 �� .{. • r r LIGHT POLE + / \� �ray�I r��ygt _ ' _ `a"' `,# ' . •, {yid 103 r + _ /. o j� •.f •� LANDSCAPE BUFFER • Grand Avenue screening • Flowering accent trees terraced landscape lis �'' `�� �•, � � ��' ♦ 4 � � � %� Yom'. � �; +✓ ,? ; � x � � �'ka' � r :' � 1• r ` I �: { it rr .► art• : '*� ', � � .� "r / FOOD TRUCK STAGING AREA BEGIN TUNNEL ZOO AIRPORT PLAZA -SOUTH SAN FRANCISCO, CAFAIRFIELD RESIDENTIAL A U JANUARY 11, 2019 LAND e c 1 . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-280 Agenda Date: 5/13/2020 Version: 1 Item #: 14. Report regarding proposed amendments to Title 20 of the South San Francisco Municipal Code to modify regulations pertaining to Accessory Dwelling Units, and determination that the proposed amendments are statutorily exempt from the California Environmental Quality Act (CEQA). (Gaspare Annibale, Associate Planner & Stephanie Skangos, Associate Planner) RECOMMENDATION Staff recommends that the City Council introduce an Ordinance amending Title 20 ("Zoning") of the South San Francisco Municipal Code to modify regulations pertaining to accessory dwelling units and waive further reading, and determine that the amendments are statutorily exempt from CEQA. BACKGROUND On January 1, 2020, several bills were signed into law that changed regulations on Accessory Dwelling Units (ADUs) and Junior Accessory Dwelling Units (JADUs). The three laws that have the most impact on ADU development are Assembly Bill (AB 881), Senate Bill 13 (SB 13), and Assembly Bill 68 (AB 68). The new laws touch on multiple aspects of the local regulation of ADUs and JADUs, and they require the City to modify its current zoning regulations, found in section 20.350.035 of the Zoning Ordinance. Local ordinances that do not conform to the State laws are null and void. The City's current ordinance contains provisions that are not consistent with the mandatory elements of the new laws, and, therefore, the City's ordinance will need to be amended in order for the City to enforce its local regulations. DISCUSSION The South San Francisco Municipal Code (SSFMC) regulates accessory dwelling units and junior accessory dwelling units in Section 20.350.035. An ADU is an attached, detached, or converted residential unit that provides complete independent living facilities for one or more persons and is located on a lot with an existing or proposed single or multi -unit dwelling; a JADU is a residential unit that is no more than 500 square feet in size and contained entirely within a single -unit dwelling. Section 20.350.035 regulates the development of these secondary dwelling units with regard to location, development standards, parking requirements, and deed restrictions. The previous regulations included the following: • Review Period: 120 days • Eligible Site: Lot containing single-family dwelling unit. • Maximum Number of ADUs Allowed: 1 ADU or Junior ADU (JADU) • Maximum Lot Coverage: Lot coverage requirement of the zoning district. • Maximum Floor Area: City of South San Francisco Page 1 of 5 Printed on 5/7/2020 powered by LegistarTM File #: 20-280 Agenda Date: 5/13/2020 Version: 1 Item #: 14. o FAR requirement of the zoning district o Limit to 50% of primary unit floor area, with a max of 900 sq. ft. • Maximum Height: 12-15 feet, depending on construction type. • Minimum Setback: o Rear: 5 feet o Interior Side: 5 feet o Street Side: Setback requirement of zoning district o Distance from primary dwelling unit: 6 feet o Garage converted to ADU: No setback requirement • Parking Requirement: 1 space for the ADU; ADU parking waived if - 0 1/2 mile from transit, o In historic district, o On -street parking permit required and not offered to ADU, or 0 1 block from car share. • Parking Replacement: Provide replacement parking, in any configuration, when an ADU/JADU replaces required parking for the primary residence. • Occupancy: The owner must occupy the primary residence or ADU/JADU. Proposed Amendments to the Zoning Ordinance to Comply with State Legislation AB 68 and 881 - which went into effect on January 1, 2020 - set forth new laws governing ADUs and JADUs. In response to the State legislation, staff has prepared changes to SSFMC Section 20.350.035 in order to bring the Municipal Code into compliance with new State ADU and JADU legislation. Attachment 3 (Presentation) summarizes these changes, and includes a side-by-side comparison of how the new State Legislation changes each parameter of the City's previous zoning requirements for ADUs and JADUs. In addition, the proposed changes are summarized in the discussion below, and full details are included in the proposed Ordinance. • Review Period: For all types of ADUs (Detached, Attached, or Within an Existing Structure), and JADUs, the review period is 60 days from the date of deeming an application for an ADU/JADU as complete. • Eligible Site: For all types of ADUs, an eligible site includes a lot that allows single and/or multi -family housing. A JADU is permitted on a lot that allows single-family housing. • Maximum Number of Units Allowed: For all types of ADUs, a lot with an existing or proposed single -unit dwelling permits: 0 1 ADU or JADU within the proposed or existing space of the dwelling or an accessory structure; or 0 1 Detached, new construction ADU plus 1 JADU within a proposed or existing dwelling; or City of South San Francisco Page 2 of 5 Printed on 5/7/2020 powered by LegistarTM File #: 20-280 Agenda Date: 5/13/2020 Version: 1 Item #: 14. 0 1 Detached ADU; or 0 1 Attached ADU. For all types of ADUs, a lot with an existing multi -unit dwelling permits: o 25% of the existing units for ADUs or 1 ADU, whichever is greater, within existing areas not currently used as livable space; plus 2 Detached ADUs. Indoor covered parking, for example, would be eligible for conversion to an ADU. For JADUs: one JADU is permitted per lot only within existing or proposed space of a single -unit dwelling. • Maximum Lot Coverage: The maximum lot coverage requirement for all types of ADUs is the requirement of the zoning district. However, 800 sq. ft. shall be permitted even if the ADU exceeds lot coverage requirements. This does not apply to JADUs. • Maximum Floor Area: Detached and Attached ADUs: o The Floor Area Ratio (FAR) requirement is the standard of the zoning district; however, 800 sq. ft. shall be permitted even if the ADU exceeds FAR. Furthermore, the maximum floor area for Attached ADUs is 50% of the primary unit floor area or 800 sq. ft., whichever is greater. o Studio/1-bedroom is limited to a maximum of 850 sq. ft. 0 2+ bedroom is limited to a maximum of 1,000 sq. ft. ADUs Within an Existing Structure: o Conform to the footprint of the existing structure and also an expansion of up to 150 sq. ft. to accommodate ingress and egress is permitted if the ADU is created within an existing accessory structure. JADUs: o The maximum floor area for a JADU is 500 sq. ft. • Maximum Height: o Detached ADU: 16 feet o Attached ADU and ADU Within an Existing Structure: height requirement of the zoning district o This does not apply to JADUs as this is a conversion within an existing space • Minimum Setbacks: The minimum setback for all types of ADDS, excluding JADUs: o Front: setback requirement of the zoning district o Interior/Street Side: 4 feet o Rear: 4 feet o Distance between structures: 6 feet o Existing living area or accessory structure converted to ADU: no setback requirement • Entry Requirement: Access is required for all types of ADUs and JADUs; however, for JADUs interior entry to the primary dwelling unit is required if separate sanitation facilities are not provided for City of South San Francisco Page 3 of 5 Printed on 5/7/2020 powered by LegistarTM File M 20-280 Agenda Date: 5/13/2020 Version: 1 Item M 14. the JADU. Parking Requirement: The parking requirement for all types of ADUs, excluding JADUs, is 1 space per ADU or per bedroom, whichever is less. This may be provided as tandem parking on a driveway. However, ADU parking is waived if: o Within 1/z mile walking distance from transit; o Within a historic district; o On -street parking permit is required and not offered to the ADU; or o Located within 1 block from car share. • Parking Replacement: Replacement parking is not required when an ADU or JADU replaces required parking for the primary residence. • Occupancy: Owner occupancy requirements are not permitted from 2020-2025 for ADUs; however, for a JADU, the owner must occupy the primary residence or JADU. • Fees: o ADUs are exempt from utility connection fees and capacity charges unless they are constructed with a new single family home, or if the homeowner requests to install a separate connection for the ADU. o Impact fees cannot be charged for ADUs less than 750 sq. ft. Any impact fees charged for an ADU of 750 sq. ft. or more can be charged proportionately in relation to the square footage of the primary dwelling unit. PLANNING COMMISSION The Planning Commission reviewed the proposed Zoning Text Amendments pertaining to accessory dwelling unit regulations at the April 16, 2020 Planning Commission Hearing, and recommended approval to the City Council. The meeting minutes are included as an attachment to this staff report (Attachment 1). ENVIRONMENTAL REVIEW The proposed Zoning Text Amendments are statutorily exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to Section 21080.17 of the Public Resources Code and Section 15282(h) of the CEQA Guidelines because it is an accessory dwelling unit ordinance that is implementing the provisions of Government Code Sections 65852.1 and 65852.2. FISCAL IMPACT The proposed Zoning Text Amendments will not have a direct fiscal impact on the City. However, as discussed above, the new State laws prohibit cities from collecting utility connection fees and capacity charges unless the ADU is constructed with a newly constructed primary dwelling, and they also significantly restrict the cases where cities can charge impact fees, for new ADUs and JADUs. As a result, there may be indirect fiscal impacts in the future, although these impacts would be difficult to quantify. RELATIONSHIP TO STRATEGIC PLAN The proposed Zoning Text Amendments help to achieve the following priority of the City's Strategic Plan: City of South San Francisco Page 4 of 5 Printed on 5/7/2020 powered by LegistarTM File #: 20-280 Agenda Date: 5/13/2020 Version: 1 Item #: 14. Priority #2: Quality of Life, Initiative 2.3 - Promote a balanced mix of housing options. The proposed Zoning Text Amendments pertaining to accessory dwelling unit regulations will promote the construction of additional residential units, adding to the City's diverse housing stock and providing more housing options. CONCLUSION These proposed Zoning Text Amendments are intended to bring the City's accessory dwelling unit regulations and development standards into compliance with new State law governing accessory dwelling units that became effective on January 1, 2020. Staff recommends that the City Council waive further reading and introduce an ordinance amending Title 20 ("Zoning") of the South San Francisco Municipal Code relating to Accessory Dwelling Unit regulations. Attachments: 1. Draft Planning Commission Minutes for April 16, 2020 2. Planning Commission Resolution No. 2852-2020 3. City Council Presentation for May 13, 2020 City of South San Francisco Page 5 of 5 Printed on 5/7/2020 powered by LegistarTM MINUTES APRIL 16, 2020 CITY OF SOUTH SAN FRANCISCO REGULAR PLANNING COMMISSION CALL TO ORDER / PLEDGE OF ALLEGIANCE TIME: 7:00 P.M. ROLL CALL / CHAIR COMMENTS PRESENT: Chair Wong, Vice Chair Evans, Commissioners Bernardo, Faria, Murphy, Tzang, and Shihadeh STAFF PRESENT: Sailesh Mehra, Planning Manager, Michele Clary, Clerk to the Planning Commission, Claire Lai, Assistant City Attorney, Tony Rozzi, Principal Planner, Gaspare Annibale, Associate Planner, and Stephanie Skangos, Associate Planner AGENDA REVIEW No changes. ORAL COMMUNICATIONS None. CONSENT CALANDER 1. Approval of the regular meeting minutes of February 20, 2020 2. Approval of the regular meeting minutes of March 5, 2020 MOTION Commissioner Murphy moved and Commissioner Tzang seconded a motion to approve the Consent Calendar as amended. The question was called and the motion carried unanimously. fl1l. 11LSI:IA!". L►[O 3. Report regarding a Conditional Use Permit, Design Review, and Waivers and Modification request for the Community Civic Campus Park and Recreation Joint Facility design at the northeast corner of EI Camino Real and Chestnut Avenue (APNs 011-326-030, 093-331-070, 093-331-080, 093-330-040, and 093-312-050) subject to Title 20 of the South San Francisco Municipal Code and determination that the project is consistent with an adopted Supplemental Environmental Impact Report per CEQA. (Tony Rozzi, Principal Planner) April 16, 2020 Minutes Page 1 of 5 Chair Wong opened the hearing at 7:09 p.m. Principal Planner Rozzi presented the staff report. Ken Litwin and Erin Trompeter, Smith Group, provided a summary of the project; exterior design including playground concepts, EI Camino Real Entrance, and ADA Parking locations; building renderings; and Council Chambers design. Commissioner Tzang asked if the wall would be used for seating. Ms. Trompeter discussed the wall at the front entrance of EI Camino Real stating it would not be created for seating. Commissioner Tzang stated he preferred the option with stairs. Ms. Trompeter stated the stairs were removed in order to provide one entry for all users for inclusivity. She reminded the Commission that the parking side would see 90% of the entries and discussed the need for handrails on the ramp. Commissioner Murphy asked about the facade pattern. Mr. Litwin explained the required percentage to meet Title 24 energy modeling. Commissioner Murphy asked about parking in the BART right of way. Principal Planner Rozzi discussed the Code restriction on parking for the Centennial Trail and indicated the project would not impact the Trail. Commissioner Shihadeh asked about the atrium between the library and conference center area. Mr. Litwin discussed efforts to retain an open and transparent look. Commissioner Faria recalled the lack of funding for the parks. Ms. Trompeter explained the need for funding and grant applications for the playground. Chair Wong stated the playground would be built it was just a matter of when funding was available. Ms. Trompeter explained efforts to determine the desired concept in order to design. Chair Wong asked the proposed cost. Mr. Litwin discussed efforts to have the park on Day One. Vice Chair Evans asked if the landscaping was included in the original project. Ms. Trompeter confirmed that all plantings surrounding the playground were included in the base bid. Vice Chair Evans asked the distance from the ADA parking in the garage to the Council Chambers. Ms. Trompeter estimated the distance as 275 feet. Vice Chair Evans asked if the ADA parking on Antoinette could be increased. Mr. Litwin stated the City had decided on three spaces. Chair Wong stated he liked the design and asked if the Design Review Board comments had been incorporated, particularly the green screen. Mr. Litwin discussed the three options of planted wall, green screen, or metal panel. He stated the City Manager requested the green screen. Chair Wong agreed with the idea of live plantings. Chair Wong closed the public hearing at 7:55 p.m. MOTION April 16, 2020 Minutes Page 2 of 5 Commissioner Murphy moved and Commissioner Faria seconded a motion to determine that the proposed Community Civic Campus Park and Recreation Joint Facility project is consistent with the adopted 2017 Supplemental Environmental Impact Report under CEQA, and approving a Conditional Use Permit, Design Review, and Waivers and Modifications request for the project subject to the Findings of Approval and Conditions of Approval. The question was called and the motion carried unanimously. 4. Report regarding a request for a Conditional Use Permit to operate a Cannabis Delivery -Only Operation at 337 Littlefield Avenue in the Mixed industrial (MI) Zoning District in accordance with Title 20 of the South San Francisco Municipal Code and determination that the project is categorically exempt from CEQA. (Gaspare Annibale, Associate Planner). Associate Planner Annibale presented the staff report including history, process, project location, project proposal, requirements and zoning analysis. Chair Wong opened the public hearing at 7:58 p.m. Commissioner Bernardo asked how many employees would be working per shift. Amber Norwood, applicant, stated there would be 4-6 employees per shift. Commissioner Murphy thanked the applicant for the thorough information. Commissioner Shihadeh asked how many cannabis delivery businesses were in and around South San Francisco. Ms. Norwood discussed the screen grab of unlicensed delivery operations. Commissioner Shihadeh asked if the businesses were operating illegally. Sgt. Rudis discussed illicit operators in town and explained the weed maps. Vice Chair Evans asked if the applicant was a retail operator. Ms. Norwood discussed their operations throughout California. Vice Chair Evans asked if there was a video recording in addition to GPS tracker and voice recorder. Sgt. Rudis discussed mandated technologies. Commissioner Faria asked about State licensing. Christopher Bloom explained the backlog of State licensing and process. Chair Wong asked if there would be a six-month review. Planning Manager Mehra discussed the requirement for an annual permit at which time practices would be reviewed. Chair Wong closed the hearing at 8:17 p.m. MOTION Chair Wong moved and Commissioner Murphy seconded a motion to make findings and determine the project was exempt under CEQA and to approve the Conditional Use Permit request to operate a delivery -only cannabis business for a term of five years, expiring in 2025. The question was called and the motion carried unanimously. April 16, 2020 Minutes Page 3 of 5 5. Report regarding a resolution recommending the City Council adopt an ordinance amending Title 20 of the South San Francisco Municipal Code to modify regulations pertaining to Accessory Dwelling Units and determining that the project is categorically exempt from the California Environmental Quality Act (CEQA). (Gaspare Annibale, Associate Planner & Stephanie Skangos, Associate Planner) 5a. Resolution recommending that the City Council adopt an ordinance amending Title 20 (Zoning) of the South San Francisco Municipal Code pertaining to accessory dwelling units. Chair Wong opened the public hearing at 8:18 p.m. Commissioner Tzang recused himself and left the meeting. Associate Planner Skangos presented the staff report including previous South San Francisco Code, new State Code, and suggested revisions. Commissioner Murphy asked what the City was proposing beyond the requirements of State legislation. Associate Planner Skangos explained the City's proposals based on current State regulations. Commissioner Murphy asked if ADU applications could be submitted with new development. Associate Planner Skangos stated they could be submitted together for single family lots. Chair Wong closed the hearing at 8:35 p.m. MOTION Commissioner Murphy moved and Commissioner Bernardo seconded a motion to adopt a resolution recommending the City Council adopt an ordinance amending Title 20 of the South San Francisco Municipal Code to modify regulations pertaining to Accessory Dwelling Units and determining that the project is categorically exempt from the California Environmental Quality Act (CEQA). The question was called and the motion carried 6-0, Commission Tzang absent. Commissioner Tzang returned to the meeting. ITEMS FROM STAFF 6. Staff to give update on temporary modified hours for Costco on EI Camino Real. Planning Manager Mehra provided an update on Costco's modified temporary hours and the condition to notify the residents. ITEMS FROM THE PUBLIC None. ADJOURNMENT Chair Wong adjourned the Planning Commission meeting at 8:37 p.m. April 16, 2020 Minutes Page 4 of 5 Sailesh Mehra Secretary to the Planning Commission City of South San Francisco SM/mc Alan Wong, Chairperson Planning Commission City of South San Francisco April 16, 2020 Minutes Page 5 of 5 RESOLUTION NO. 2852-2020 PLANNING COMMISSION, CITY OF SOUTH SAN FRANCISCO STATE OF CALIFORNIA RESOLUTION RECOMMENDING THAT THE CITY COUNCIL ADOPT AN ORDINANCE AMENDING TITLE 20 (ZONING) OF THE SOUTH SAN FRANCISCO MUNICIPAL CODE PERTAINING TO ACCESSORY DWELLING UNITS. WHEREAS, the City of South San Francisco ("City") regulates the development of Accessory Dwelling Units (ADU) and Junior Accessory Dwelling Units (JADU) through definitions and zoning regulations under South San Francisco Municipal Code Title 20, including specifically Chapter 20.350, Section 20.350.035; and WHEREAS, the Title 20 ADU and JADU regulations aim to conform with California state law standards for regulating such units and its intent to reduce governmental barriers and to increase the supply of smaller and affordable housing; and WHEREAS, In 2019, Governor Gavin Newsom signed into law Assembly Bill 881 (Bloom, Chapter 659, Statutes of 2019), Assembly Bill 68 (Ting, Chapter 655, Statutes of 2019) and Senate Bill 13 (Wieckowski, Chapter 653, Statutes of 2019), which all became effective on January 1, 2020; and WHEREAS, the newly amended Government Code section 65852.2 provides that any existing local ADU ordinance failing to meet the requirements of the new state law shall be null and void unless and until the local agency adopts a new ordinance complying with newly amended state law; and WHEREAS, the City desires to continue enforce its existing ADU and JADU regulations, and thus it would be necessary to amend Title 20 regulations to conform with newly amended Government Code sections 65852.2 and 65852.22; and WHEREAS, the amendments to the City's Zoning Code do not propose any changes to City policies or regulations that would result in a direct or indirect physical environmental impact, and would implement the requirements of Government Code Sections 65852.1 and 65852.2; and WHEREAS, on April 16, 2020, the South San Francisco Planning Commission held a duly noticed public hearing to review the proposed draft ordinance, at which time all interested parties were given an opportunity to be heard; and WHEREAS, the Planning Commission recommends that the City Council adopt the draft ordinance to Section 20.350.035 (Accessory Dwelling Units) and other related land use definitions and zoning regulations of the South San Francisco Municipal Code applicable to ADUs and JADUs. NOW, THEREFORE, BE IT RESOLVED that based on the entirety of the record before it, which includes without limitation, the California Environmental Quality Act, Public Resources Code §21000, et seq. ("CEQA") and the CEQA Guidelines, 14 California Code of Regulations § 15000, et seq.; the South San Francisco General Plan and General Plan EIR, including all amendments and updates thereto; the South San Francisco Municipal Code; the draft Zoning Text Amendments prepared by City staff; all reports, minutes, and public testimony submitted as part of the Planning Commission's duly noticed April 16, 2020 meeting and any other evidence (within the meaning of Public Resources Code §21080(e) and §21082.2) ("Record"), the Planning Commission of the City of South San Francisco hereby finds as follows: SECTION 1 FINDINGS I. General Findings 1. The foregoing recitals are true and correct and made a part of this Resolution. 2. The proposed Ordinance, attached hereto ad Exhibit A, is incorporated by reference and made a part of this Resolution, as if set forth fully herein. 3. The Record for these proceedings, and upon which this Resolution is based, includes without limitation, Federal and State law; the California Environmental Quality Act (Public Resources Code §§ 21000, et seq. ("CEQA")) and the CEQA Guidelines (14 California Code of Regulations § 15000, et seq.); the South San Francisco General Plan and General Plan EIR, including all amendments and updates thereto; the South San Francisco Municipal Code; all reports, minutes, and public testimony submitted as part of the Planning Commission's duly noticed April 16, 2020 meeting and any other evidence (within the meaning of Public Resources Code §21080(e) and §21082.2). 4. The documents and other material constituting the record for these proceedings are located at the Planning Division for the City of South San Francisco, 315 Maple Avenue, South San Francisco, CA 94080, and in the custody of Chief Planner, Sailesh Mehra. II. CEOA Findings The Planning Commission hereby finds and determines that the adoption of this ordinance is statutorily exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to Section 21080.17 of the Public Resources Code and Section 15282(h) of the CEQA Guidelines because it is an accessory dwelling unit ordinance that is implementing the provisions of Government Code Sections 65852.1 and 65852. III. Zoning Text Amendment Findings The proposed Zoning Text Amendment is consistent with the adopted General Plan because the Zoning Amendment will reinforce the General Plan policies, is consistent with the relevant specific plans, and is consistent with the City's overall vision for providing a diversity of housing types responsive to household size, income, and age needs. None of the new or revised requirements for accessory dwelling units and junior accessory dwelling units will conflict with or impede achievement of any of the goals, policies, or land use designations established in the General Plan. 2. The Zoning Text Amendment would encourage the creation of accessory dwelling units and junior accessory dwelling units on residentially zoned properties to provide opportunities for affordable housing stock. The zoning districts where accessory dwelling units and junior accessory dwelling units are permitted are generally suitable in terms of access, size of parcel, relationship to similar or related uses, and other considerations as deemed relevant by the Planning Commission and City Council because the proposed uses are consistent with General Plan policies, specifically those policies which promote developing a diverse housing stock. 3. The proposed revisions and additions to the accessory dwelling unit regulations will not be detrimental to the use of land in any adjacent zone because the Amendment will refine existing performance standards and introduce new standards for accessory dwelling units to ensure that any future accessory dwelling units are compatible with surrounding residential uses. SECTION 2 RECOMMENDATION NOW, THEREFORE, BE IT FURTHER RESOLVED that the Planning Commission of the City of South San Francisco hereby makes the findings contained in this Resolution, and recommends that the South San Francisco City Council adopt an Ordinance amending South San Francisco Municipal Code Title 20 (Zoning), attached as Exhibit A. BE IT FURTHER RESOLVED that this Resolution shall become effective immediately upon its passage and adoption. I hereby certify that the foregoing resolution was adopted by the Planning Commission of the City of South San Francisco at a regular meeting held on the 16th day of April, 2020 by the following vote: I hereby certify that the foregoing resolution was adopted by the Planning Commission of the City of South San Francisco at a regular meeting held on the 16th day of April, 2020 by the following vote: AYES: Chair Murphy, Vice -Chair Wong, Commissioner Faria, Commissioner Shihadeh, Commissioner Evans, Commissioner Bernardo NOES: ABSTENTIONS: ABSENT: RECUSE: Commissioner Tzang Attest_/s/Sailesh Mehra Secretary to the Planning Commission posed Draft Ordinance City Council May 13, 2020 Accessory Dwelling Units Previous SSF Code Review Period 120 Days Eligible Site Lot containing single-family dwelling. Max # of ADUs 1 ADU or junior ADU (JADU) Allowed 60 Days Lot that allows single- &/or multi -unit dwellings. • Lot with single family structure: • 1 ADU within proposed or existing space of dwelling or accessory structure; OR • 1 new detached ADU plus 1 JADU within proposed or existing dwelling; OR • 1 JADU within proposed or existing space of dwelling. (The City can decide to allow attached ADUs.) Accessory Dwelling Units b - Max # of ADUs Allowed (cont.) Max Lot Coverage Max FAR Requirement of zoning district. Requirement of zoning district; New State Code (Effective 1/1/20 Lot with multi -family structure: • 25% of existing units or 1 unit, whichever is greater, within existing non -livable space; • 2 detached ADUs. Requirement of zoning district, BUT must allow at least 800 sq. ft. • Requirement of zoning district, BUT must allow at least 800 sq. ft. • Studio/1-bdrm: at least 850 sq. ft. • 2+ bdrm: at least 1,000 sq. ft. (City can decide to allow higher maximums.) Accessory Dwelling Units Max FAR (cont.) Max Height 12-15 feet, depending on construction type Min Setback Rear: 5 feet • Interior Side: 5 feet • Street Side: Req. of zoning district • For attached ADUs: • 50% of primary unit area or 800 sq. ft., whichever is greater • ADUS w/in existing structure: • Expansion of 150 sq. ft. to accommodate ingress/egress 16 feet (City can choose to enforce height requirement of zoning district for attached ADUs.) • Rear: 4 feet • Interior/Street Side: 4 feet Accessory Dwelling Units Min Setback (cont.) Entry Req. Rear of primary unit: 6 feet Conversion or existing Garage conversion: No setback dwelling/accessory structure: No req. setback req. Access required. (City can choose to enforce setback req. of zoning district for front yard and distance between structures.) Access required. Parking Req. 1 space for ADU; parking waived if: Max 1 space per ADU/bdrm, • 1/2 mile from transit; whichever is less; parking waived if: • In historic district; • 1/2 mile from transit; • Permit required for on -street • In historic district; parking; or 1 block from car share Permit required for on -street parking; or 1 block from car share Accessory Dwelling Units Previous SSF Code New State Code (Effective 1/1/20 Parking Replacement Provide replacement parking when an Replacement parking NOT required. ADU/JADU replaces required parking for primary residence. Occupancy Owner -occupied Sale/Conveyance Can't be sold separately. Fees Building Fees: • Residential • Valuation based plumbing, mechanical and electrical fees School District Fee • Residential: $3.48/sq. ft. Owner -occupied for JADUs only Can't be sold separately. • Cannot charge connection fees/capacity charges for ADUs unless associated with new primary unit. • Impact fees only apply to ADUs 750 sq. ft. or more in size and must be charged proportionally in relation to size of primary unit. )UESTIONS . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-281 Agenda Date: 5/13/2020 Version: 1 Item #: 14a. Ordinance amending Title 20 (Zoning) of the South San Francisco Municipal Code pertaining to accessory dwelling units and determination that the proposed amendments are statutorily exempt from the California Environmental Quality Act (CEQA). WHEREAS, in 2016, 2018, and 2019, the California legislature amended California Government Code section 65852.2 and 65852.22 outlining the standards by which local jurisdictions must approve and regulate the development of Accessory Dwelling Units (ADU) and Junior Accessory Dwelling Units (JADU), the purpose of which is to reduce governmental barriers and to increase the supply of smaller and affordable housing; and WHEREAS, in 2019, Governor Gavin Newsom signed into law Assembly Bill 881 (Bloom, Chapter 659, Statutes of 2019), Assembly Bill 68 (Ting, Chapter 655, Statutes of 2019) and Senate Bill 13 (Wieckowski, Chapter 653, Statutes of 2019), which all became effective on January 1, 2020; and WHEREAS, among other requirements, these new bills amended Government Code sections 65852.2 and 65852.22 and require cities to further relax their regulation of ADUs and JADUs by facilitating the conversion of existing buildings into ADUs; reducing, and in some cases removing altogether, the parking requirements for ADUs and JADUs; requiring cities to permit multiple ADUs on most or all lots containing multifamily dwellings, to permit up to two ADUs on most or all lots containing existing single family dwellings, to permit JADUs on most or all lots containing single-family dwellings; and generally prohibiting the imposition of a connection fee or capacity charge for utilities serving the ADU and JADUs; and WHEREAS, Government Code Section 65852.2(a)(4), as amended, provides that any existing local ADU ordinance failing to meet the requirements of the new state law shall be null and void unless and until the local agency adopts a new ordinance complying with California Government Code Section 65852.2; and WHEREAS, in the absence of a valid local ordinance, the new state law instead provides a set of default standards governing local agencies' regulation and approval of ADUs and JADUs; and WHEREAS, the City of South San Francisco's ("City") current ordinance regarding ADUs and JADUs was updated in 2016 and 2018, and, as the City desires to continue enforcing its current ordinance, now must be further updated to comply with newly amended state law; and WHEREAS, the City has prepared a draft ordinance amending existing Section 20.350.035 (Accessory Dwelling Units) of Title 20 (Zoning) and other related land use definitions and zoning regulations of the South San Francisco Municipal Code in order to comply with current state law; and WHEREAS, the amendments to the City's Zoning Code do not propose any changes to City policies or regulations that would result in a direct or indirect physical environmental impact, and would implement the requirements of Government Code Sections 65852.1 and 65852.2; and WHEREAS, on April 16, 2020, the South San Francisco Planning Commission held a duly noticed public hearing to review the proposed draft ordinance, at which time all interested parties were given an opportunity to City of South San Francisco Page 1 of 4 Printed on 5/14/2020 powered by LegistarTM File #: 20-281 Agenda Date: 5/13/2020 Version: 1 Item #: 14a. be heard; and WHEREAS, on April 16, 2020, the Planning Commission for the City of South San Francisco held a lawfully noticed public hearing to solicit public comment and consider the CEQA finding and the proposed zoning ordinance amendments, take public testimony, and adopted Resolution No. 2852-2020 making a recommendation to the City Council on the project; and WHEREAS, on May 13, 2020, the City Council for the City of South San Francisco held a lawfully noticed public hearing to solicit public comment and consider the CEQA finding and the proposed zoning ordinance amendments, take public testimony, and adopt the recommendation of the Planning Commission on the proposed revisions to the City's Zoning Ordinance. NOW, THEREFORE, BE IT ORDAINED that based on the entirety of the Record before it, both written and oral, including without limitation the public comment, staff reports, minutes, and other relevant materials, the City Council of the City of South San Francisco does hereby ORDAIN as follows: SECTION I. FINDINGS. Based on the entirety of the record as described above, the City Council of South San Francisco hereby makes the following findings: A. General Findings 1. The foregoing recitals are true and correct and made a part of this Ordinance. 2. The Record for these proceedings, and upon which this Ordinance is based, includes without limitation, Federal and State law; the California Environmental Quality Act (Public Resources Code §§ 21000, et seq. ("CEQA")) and the CEQA Guidelines (14 California Code of Regulations § 15000, et seq.); the South San Francisco General Plan and General Plan EIR, including all amendments and updates thereto; the South San Francisco Municipal Code; the Zoning Ordinance Text Amendments; and all reports, minutes, and public testimony submitted as part of the Planning Commission's duly noticed April 16, 2020 meeting and the City Council's duly noticed May 13, 2020 meeting; and any other evidence (within the meaning of Public Resources Code §21080(e) and §21082.2). 3. The documents and other material constituting the record for these proceedings are located at the Planning Division for the City of South San Francisco, 315 Maple Avenue, South San Francisco, CA 94080, and in the custody of Chief Planner, Sailesh Mehra. B. CEOA Findings 1. The City Council hereby finds and determines that the adoption of this ordinance is statutorily exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to Section 21080.17 of the Public Resources Code and Section 15282(h) of the CEQA Guidelines because it is an accessory dwelling unit ordinance that is implementing the provisions of Government Code Sections 65852.1 and 65852. C. Zoning Text Amendment Findings 1. The proposed Zoning Text Amendment is consistent with the adopted General Plan because the Zoning City of South San Francisco Page 2 of 4 Printed on 5/14/2020 powered by LegistarTM File #: 20-281 Agenda Date: 5/13/2020 Version: 1 Item #: 14a. Amendment will reinforce the General Plan policies, is consistent with the relevant specific plans, and is consistent with the City's overall vision for providing a diversity of housing types responsive to household size, income, and age needs. None of the new or revised requirements for accessory dwelling units and junior accessory dwelling units will conflict with or impede achievement of any of the goals, policies, or land use designations established in the General Plan. 2. The Zoning Text Amendment would encourage the creation of accessory dwelling units and junior accessory dwelling units on residentially zoned properties to provide opportunities for affordable housing stock. The zoning districts where accessory dwelling units and junior accessory dwelling units are permitted are generally suitable in terms of access, size of parcel, relationship to similar or related uses, and other considerations as deemed relevant by the Planning Commission and City Council because the proposed uses are consistent with General Plan policies, specifically those policies which promote developing a diverse housing stock. 3. The proposed revisions and additions to the accessory dwelling unit regulations will not be detrimental to the use of land in any adjacent zone because the Amendment will refine existing performance standards and introduce new standards for accessory dwelling units to ensure that any future accessory dwelling units are compatible with surrounding residential uses. SECTION II. AMENDMENTS. 1. The following provisions of Title 20, "Zoning" of the South San Francisco Municipal Code are amended to read as set forth in Exhibit A to this ordinance, with texts in stfikethr-ougk indicating deletion and double underline indicating addition: a. Section 20.630.002, "Definitions" of Chapter 20.630, "Terms and Definitions"; b. Section 20.620.002, "Residential Use Classifications" of Chapter 20.620, "Use Classifications"; c. Land Use Regulations Tables applicable to the Commercial, Office, and Mixed -Use Districts; Downtown Districts; Transit Village Sub -Districts; El Camino Real/Chestnut Sub -Districts; and Downtown Station Area Specific Plan Sub -Districts; d. Parking Requirement Tables for Required On -Site Parking Spaces and Required Parking Spaces for Downtown Districts; e. Section 20.320.004, "Alterations and Enlargements to Nonconforming Structures" of Chapter 20.320, "Nonconforming Uses, Structures and Lots"; and City of South San Francisco Page 3 of 4 Printed on 5/14/2020 powered by LegistarTM File #: 20-281 Agenda Date: 5/13/2020 Version: 1 Item #: 14a. f. Section 20.350.035, "Accessory Dwelling Units" of Chapter 20.350, "Standards and Requirements for Specific Uses and Activities". 2. Sections, subsections, table and other provisions of the South San Francisco Municipal Code that are not amended by this Ordinance are not included in Exhibit A, and shall remain in full force and effect. SECTION III. 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 IV. PUBLICATION AND EFFECTIVE DATE. Pursuant to the provisions of Government Code Section 36933, a summary of this Ordinance shall be prepared by the City Attorney. At least five (5) days prior to the Council meeting at which this Ordinance is scheduled to be adopted, the City Clerk shall (1) publish the Summary, and (2) post in the City Clerk's Office a certified copy of this Ordinance. Within fifteen (15) days after the adoption of this Ordinance, the City Clerk shall (1) publish the summary, and (2) post in the City Clerk's Office a certified copy of the full text of this Ordinance along with the names of those City Council members voting for and against this Ordinance or otherwise voting. This Ordinance shall become effective thirty (30) days from and after its adoption. City of South San Francisco Page 4 of 4 Printed on 5/14/2020 powered by LegistarTM EXHIBIT A Amendments to the South San Francisco Municipal Code Pertaining to Accessory Dwelling Units A. Revise Section 20.630.002, "Definitions" of Chapter 20.630, "Terms and Definitions" to add the following terms and definitions: Section 20.630.002 Definitions Accessory Dwelling Unit. See Dwelling Unit, Accessory. Dwelling Unit, Accessory. An attached, detached, or converted residential unit that provides complete independent living facilities for one or more persons and is located on a lot with an existing or proposed single or multi -unit dwelling. It shall include permanent provisions for living, sleeping, eating, cooking, and sanitation on the same lot as the single or multi -unit dwelling is or will be situated. See also Section 20.350.035 ("Accessory Dwelling Units"l. Junior Accessory Dwelling Unit. A residential unit that is no more than 500 square feet in size and contained entirely within a single -unit dwelling. See also Section 20.350.035 ("Accessory Dwelling Units"l. Setback Yard . The area between a property line and a building or structure which must be kept clear or open. See also Section 20.040.004 ("Measuring Distances"), and Section 20.040.012 ("Measuring Setbacks Yards "). B. Revise Section 20.630.001, "List of Terms", of Chapter 20.630, "Terms and Definitions" to add the following terms: Section 20.630.001 List of Terms Accessory Dwelling Unit Junior Accessory Dwelling Unit C. Revise Section 20.620.002, "Residential Use Classifications" of Chapter 20.620, "Use Classifications" to read as follows: Section 20.620.002 Residential Use Classifications Accessory Dwelling Unit. A dwelling unit providing complete independent living facilities for one or more persons that is located on a lot with mer a primary, single or multi -unit dwelling. An accessory dwelling unit may be within the same structure as the primary unit, in an attached structure, or in a separate structure on the same lot. Accessory Dwelling Unit, Junior. An accessory dwelling unit that is no more than 500 square feet in size and contained entirely within an existing single-family structure. The junie f , tpr-in4 of a s*f.,,etti .o and m only i,.ludo an e ffieieney kite e . A junior accessory dwelling unit may include separate sanitation facilities, or may share sanitation facilities with the existing structure. Single -Unit Dwelling. A dwelling unit designed for occupancy by one household, where all rooms are internally connected and internally accessible via habitable space, and located on a separate lot from any other unit (except seeend living accessory dwelling units, where permitted). This classification includes individual manufactured housing units installed on a foundation system pursuant to Section 18551 of the California Health and Safety Code, and the use of a single-family residential structure as employee housing for six or fewer employees consistent with Section 17021.5 of the California Health and Safety Code. Multiple -Unit Residential. This use classification refers to two or more dwelling units on a single lot. Multiple -unit deve opmet# residential types include duplexes and multi -units, such as townhouses, single -unit groups, garden apartments, senior citizen residential developments, multi -story apartment buildings, and transitional residential development. Duplex. A single building on a separate lot that contains two dwelling units or two single -unit dwellings on a single lot. This use is distinguished from an -Seeen4-Dwelling Unit, which is an ^ residential „r:* considered a secondary residential unit, or incidental to a primary dwelling unit as defined by State law and this chapter. Multi -Unit. Three or more dwelling units on a si& site or lot. Types of multi -unit dwellings include townhouses, garden apartments, senior housing developments, micro -units, and multi -story apartment buildings. D. Revise the Land Use Regulations Tables applicable to the Commercial, Office, and Mixed -Use Districts; Downtown Districts; Transit Village Sub -Districts; El Camino Real/Chestnut Sub -Districts; and Downtown Station Area Specific Plan Sub - Districts to read as follows: Table 20.090.002 Land Use Regulations—Commercial, Office, and Mixed -Use Districts Use Classification CC BPO CMX I ECRMX I Additional Regulations Residential Use Types Single -Unit Dwelling ISee sub -classifications below Use Classification CC BPO I CMX I ECRMX jAdditional Regulations Residential Use Types Single Unit (1) Single Unit Detached (1) P P Detached See sub -classifications below Accessory Dwelling Unit (Or p p Accessory Dwelling O 1 1 O p p See Accessory Dwelling Unit See Accessory Dwelling Units in Single -Unit Attached MUP(2) = Units in Chapter 20.350 Single Unit Semi- (1) (1) (1) (1) MUP(2) P P Attached Multi -Unit P/MUP(4) P P P Single -Unit Attached (1) (1) C P(2) Multi -Unit Residential See sub-classi ications below Duplex (1) - C 1 Multi -unit (1) - P(3) P(2) Senior Citizen (1) - P(3) P(2) Residential Table 20.100.002 Land Use Regulations—Downtown Districts Use Classification DMX I DRL I DRM I DRH jAdditional Regulations Residential Uses Single -Unit Dwelling See sub-classi ications below Single Unit Detached (1) P P C See sub -classifications below Accessory Dwelling Unit (Or p p p See Accessory Dwelling Units in Chapter 20.350 Single Unit Semi- Attached (1) p p p See Accessory Dwelling Units in Single -Unit Attached MUP(2) P P P P Multiple -Unit Residential See sub-classi ications below Duplex MUP(2) P P P Multi -Unit P/MUP(4) P P P Senior Citizen Residential P/MUP(4) P P P Table 20.250.003 Land Use Regulations for Transit Village Sub -Districts Uses Permitted TV -C I TC -R RM TV-RH Additional Regulations Residential Use Classifications Single -Unit Dwelling See sub -classifications below Single -Unit Attached - - I P P Accessory Dwelling p p p p — See Accessory Dwelling Units in Unit Chapter 20.350 Multi -Unit Residential P(1) P(1) P P (Uses Permitted I TV -C I TC -R I RM- I TV -FM I Additional Regulations Residential Use Classifications Elderly and Long-term _ _ C C See Group Residential Facilities Care in Chapter 20.350 Table 20.270.003 Land Use Regulations for El Camino Real/Chestnut Sub -Districts Uses Permitted ECR/C- MXH ECR/C- MXM ECR/C- RH Additional Regulations Residential Use Classifications LNC Additional lRegulations Single -Unit Dwelling See sub-classi ication below Single -Unit Attached P(1) P Single -Unit P Dwelling Accessory Dwelling Unit P p (1) P See Accessory Dwelling Units in Chanter 20.350 Multi -Unit Residential See sub -classifications below Multi -Unit C(l) C C Senior Citizen Residential C(l) C C Elderly and Long -Term Care C(1) C C See Group Residential Facilities in Chapter 20.350 Table 20.280.003 Land Use Regulations Downtown Station Area Specific Plan Sub -Districts Uses Permitted DTC GAC DRC TO/RD LCC LNC Additional lRegulations Residential Use Classifications Single -Unit See sub -classifications below Dwelling Single Unit (1) (1) Detached Accessory See Accessory Dwelling Unit (I}P ME Dwelling Units in Chapter 20.350 Single Unit Semi- Attached Single -Unit Attached Multiple -Unit See sub -classifications below Residential Duplex (1) - (1) - (1) (1) Multi -Unit C C (3) C (3) - C (3) C (3) Senior Citizen C - C - C (3) C (3) Residential E. Revise the Parking Requirement Tables for Required On -Site Parking Spaces and Required Parking Spaces for Downtown Districts to read as follows: Table 20.330.004 Required On -Site Parking Spaces Land Use Classification IRequired Parking Spaces Residential Use Classifications Single -Unit, Detached or Attached Less than 2,500 square feet 2 spaces per dwelling unit General Requirements for all and 4 or ewer bedrooms General Requirements for all Single - Single -Unit Residential Parking_ 2,500 to 2,999 square feet or 3 spaces per dwelling unit At least one space must be within a 5 bedrooms For new construction, required parking up to 2 spaces must be within a garage. garage. A carport shall not be substituted 3, 000 square feet or more or 4 spaces per dwelling unit 6 or more bedrooms For existing development, all existing for a required garage except for maximum per unit garage spaces, up to a maximum of two spaces, must be maintained. existing dwellings on lots adjacent 3 spaces per dwelling 4 bedrooms Ito a lane. Accessory Dwelling Unit 1 space for each accessory dwelling unit or bedroom, maximum per unit whichever is less, except accessory dwelling units which meet the criteria set forth in Section 20.350.035(614) are exempted ,dwellings on lots adjacent to a lane. from the parking requirement. Multi -Unit Residential Table 20.330.007 Required Parking Spaces, Downtown Districts Land Use Classification Required Parking Spaces Single -Unit, Detached or Attached Less than 900 sq. ft. and 1 space per dwelling unit, General Requirements for all Single - Unit Residential Parking": less than 3 bedrooms 2 spaces maximum per unit For new construction, required parking up to 2 spaces must be within a garage. 900 to 2,500 sq. ft. or 3 or 2 spaces per dwelling 4 bedrooms unit, minimum and For existing development, all existing maximum per unit garage spaces, up to a maximum of two spaces, must be maintained. 2,501 sq. ft. or more than 3 spaces per dwelling 4 bedrooms unit, minimum and A carport shall not be substituted for a maximum per unit required garage except for existing ,dwellings on lots adjacent to a lane. Accessory Dwelling Unit 1 space for each accessory dwelling unit or bedroom, whichever is less, except accessory dwelling units which meet the criteria set forth in Section 20.350.035(614) are exempted from the parking re uirement. Multi -Unit Residential F. Revise Section 20.320.004, "Alterations and Enlargements to Nonconforming Structures" of Chapter 20.320, "Nonconforming Uses, Structures and Lots" to read as follows Section 20.320.004 Alterations and Enlargements to Nonconforming Structures Nonconforming structures may be enlarged, extended, structurally altered, or repaired in compliance with all applicable laws subject to the following provisions: C. Notwithstanding the requirements of subsection A above, an accessory dwelling unit in compliance with Section 20.350.035 ("Accessory Dwelling Units") and State law may be developed on a lot that contains a single or multi -unit dwelling that is nonconforming with respect to standards. if the single unit dwellin is iieiieeiifefffliog beea+lse it does not meet par4ing standafds, an aeeesser-y dwelling unit may be established when paf-king for- the pr-immy dwelling unit is provided to meet the applieable requirements of Chapter- 20.330 ("On Site -Pafking and Leading"). Notwithstanding the r-equir-ements of Chapter- 20.330, par4ing for- the , tmeover-edspaees, or -tandem spaees, or-ee aiea par -king G. Revise Section 20.350.035, "Accessory Dwelling Units" of Chapter 20.350, "Standards and Requirements for Specific Uses and Activities" is amended and replaced in its entirety to read as follows: Section 20.350.035 Accessory Dwelling Units A permit shall be issued as a ministerial matter without discretionary review or hearing for an accessory dwelling unit within 60 days of receiving a complete application if there is an existing single or multi -unit dwelling on the lot and if the requirements of this Chapter ("Accessory Dwelling Units"), other requirements of the Zoning Ordinance, and other applicable City codes are met. If the permit application to create an accessory dwelling unit is submitted with a permit application to create a new single or multi -unit dwelling on the lot, the application for the accessory dwelling unit shall not be acted upon until the application for the new single or multi- unit dwelling is approved. A. Location. Accessory dwelling units may be established on any lot in any district where single and/or multi -unit dwellings are permitted or conditionally permitted, and a single or multi -unit dwelling has been previously established or is proposed to be established in conjunction with construction of an accessory dwelling unit. B. Type of Unit. An accessory dwelling unit shall provide separate, independent living quarters for one or more persons. An accessory dwelling unit may be one of the following: 1. Attached: Added to the primary dwelling unit, typically to the side or rear. 2. Detached: A freestanding structure. 3. Converted: Located within the walls of an existing or proposed dwelling unit or existing accessory structure, or non -livable area within an existing multi -unit dwelling structure. C. Number of Units Allowed. 1. Single -Unit Lot. On a lot with an existing or proposed single -unit dwelling, one of the following shall be permitted: a. One accessory dwelling unit or junior accessory dwelling unit within the existing or proposed space of the primary dwelling unit or an accessory structure; b. One detached, new construction accessory dwelling unit plus one junior accessory dwelling unit within an existing or proposed single -unit dwelling; c. One detached accessory dwelling unit or one attached accessory dwelling unit. 2. Multi -Unit Lot. Up to two detached accessory dwelling units are permitted on a lot with an existing or proposed multi -unit dwelling. Within an existing multi -unit dwelling structure, the number of accessory dwelling units permitted shall be up to 25 percent of the existing number of units or one unit, whichever is greater, and shall only be permitted within the portions of the structure that are not used as livable space provided that the unit complies with the California Building Standards Code as set forth in Title 15 of this Code. D. Development Standards. Except as provided below, accessory dwelling units shall conform to the height, landscaping, lot coverage, setbacks and other zoning requirements of the zoning district in which the site is located, the development standards in this chapter, other requirements of the zoning ordinance, and other applicable City building, electrical, fire, utility and structural safety codes. 1. Where an existing space within a dwelling unit or accessory structure is converted to an accessory dwelling unit, or where a new accessory dwelling unit is constructed in the same location and built to the same dimensions as an existing structure, no setback shall be required, but the structure shall conform to height, lot coverage and other zoning requirements of the zoning district in which the site is located, the development standards in this chapter, other requirements of the zoning ordinance, and other applicable City codes. 2. The minimum street side, interior side, and rear yard setbacks for a detached or attached accessory dwelling unit shall be 4 feet, except as provided in (1) above. 3. A detached or attached accessory dwelling unit shall be located at least 6 feet to the rear of the primary dwelling unit and any other existing or proposed structures on the lot, as applicable. 4. The maximum height for a detached accessory dwelling unit shall be 16 feet. The maximum height for an attached dwelling unit shall conform to the height requirements of the zoning district where the site is located. 5. Each accessory dwelling unit shall have a separate entry or exterior door access from the primary unit. Where possible, the exterior entry for an attached accessory dwelling unit or an accessory dwelling unit located within an existing single -unit dwelling shall not be located adjacent to the primary front door of the primary dwelling unit. 6. Development standards for lot coverage, floor area ratio, open space and/or setbacks of the zoning district in which the site is located that does not permit at least an 800 square foot accessory dwelling unit that is at least 16 feet in height with 4 -foot side and rear yard setbacks shall be waived. E. Maximum Floor Area. 1. Attached Accessory Dwelling Unit. The total floor area of an attached accessory dwelling unit shall not exceed 50 percent of the floor area of the primary unit or 800 square feet, whichever is greater, with a maximum allowable floor area of 1,000 square feet. 2. Detached Accessory Dwelling Unit. The total floor area of a detached accessory dwelling unit shall not exceed 1,000 square feet. 3. Converted Accessory Dwelling Unit. When an accessory dwelling unit is created within an existing accessory structure, an expansion beyond the existing physical structure is limited to 150 square feet and shall be solely to accommodate ingress and egress. F. Architectural Compatibility. An accessory dwelling unit shall be designed and constructed so as to blend with and complement the existing or proposed single or multi- unit dwelling in terms of height, roofing, siding materials and color. G. Parking. One independently usable on-site parking space shall be provided for each accessory dwelling unit or bedroom, whichever is less, unless the accessory dwelling unit meets any of the following criteria, in which case no parking spaces shall be required: 1. Within a half -mile walking distance of public transit; 2. Within an architecturally and historically significant historic district, as determined by the Chief Planner; 3. Is part of an existing or proposed primary dwelling unit or accessory structure; 4. Is in an area where on -street parking permits are required, but not offered to the occupant of the accessory dwelling unit; or 5. Within one block of a car share area. If a space is required, it shall be provided in addition to the required parking for the primary single or multi -unit dwelling and shall comply with all development standards set forth in Chapter 20.330 ("On -Site Parking and Loading"). Required parking may be provided as tandem parking on a driveway or in setback areas unless the Chief Planner makes specific findings that tandem parking and parking in setback areas is not feasible because of specific topographical conditions and/or conditions that would pose a risk to health and safety or violate any fire or building code provisions. Replacement parking shall not be required when existing off-street parking for the primary single or multi -unit dwelling is converted to an accessory dwelling unit or demolished in conjunction with the construction of an accessory dwelling unit. H. Code Compliance. An accessory dwelling unit shall comply with all applicable provisions of the South San Francisco Municipal Code relating to health, welfare, public peace and safety, in effect at the time of approval of the building permit, and as follows: 1. If the proposed accessory dwelling unit is attached or within the primary dwelling unit, the primary unit must comply with all building, electrical, plumbing, and housing code requirements in effect at the time the building permit is issued for the accessory dwelling unit. 2. Products of combustion detectors shall be required for each primary and accessory dwelling unit. 3. Delay of Enforcement of Building Standards. a. Prior to January 1, 2030, the owner of an accessory dwelling unit that was built before January 1, 2020 may submit an application to the Chief Building Official requesting that correction of any violation of building standards be delayed for five years. For purposes of this section, "building standards" refers to those standards enforced by local agencies under the authority of Section 17960 of the California Health and Safety Code. b. The Chief Building Official shall grant the application if the Chief Building Official determines that enforcement of the building standard is not necessary to protect health and safety. In making this determination, the Chief Building Official shall consult with the Fire Marshal. c. No applications pursuant to this section shall be approved on or after January 1, 2030. However, any delay that was approved before January 1, 2030, shall be valid for the full term of the delay that was approved at the time of the approval of the application. d. Until January 1, 2030, any notice to correct a violation of building standard that is issued to the owner of an accessory dwelling unit built before January 1, 2020 shall include a statement that the owner has a right to request a delay in enforcement of the building standard for an accessory dwelling unit pursuant to this section. e. This section shall remain in effect until January 1, 2035 and as of that date is repealed. I. Use Limitation. An accessory dwelling unit may be rented separate from a primary single or multi -unit dwelling but may not be sold or otherwise conveyed separate from the primary unit. J. Deed Restrictions. Prior to obtaining a building permit for an accessory dwelling unit, a deed restriction, approved as to form and content by the City Attorney, shall be recorded with the County Recorder's office, which shall include the pertinent restrictions and limitations of an accessory dwelling unit identified in this chapter. Said deed restriction shall run with the land, and shall be binding upon any future owners, heirs, or assigns. A copy of the recorded deed restriction shall be filed with the Department stating that: 1. The accessory dwelling unit cannot be sold separately. 2. The accessory dwelling unit is restricted to the maximum size allowed per the development standards. 3. The restrictions shall be binding upon any successor in ownership of the property, the City may enforce these provisions at the cost of the owner, and enforcement may include legal action against the property owner including revocation of any right to maintain an accessory dwelling unit on the property. K. Junior Accessory Dwelling Units. A junior accessory dwelling unit is a unit that is no more than 500 square feet in size and contained entirely within an existing or proposed single -unit dwelling within the existing footprint. A junior accessory dwelling unit may include separate sanitation facilities, or may share sanitation facilities with the existing structure. 1. Development Standards. Junior accessory dwelling units shall comply with the following standards: a. Number of Units Allowed. Only one junior accessory dwelling unit maybe located on any lot in any district where single -unit dwellings are permitted or conditionally permitted. A junior accessory dwelling unit may only be combined with a newly constructed detached accessory dwelling unit that conforms to the development standards in this chapter. b. Location. A junior accessory dwelling unit may only be located on a lot where a single -unit dwelling has been previously constructed or is proposed to be constructed in conjunction with construction of a junior accessory dwelling unit. A junior accessory dwelling unit must be created within the walls of an existing or proposed single -unit dwelling. c. Separate Entry Required. A separate exterior entry shall be provided to serve a junior accessory dwelling unit. Where possible, the exterior entry for a junior accessory dwelling unit shall not be located adjacent to the primary front door of the primary dwelling unit. d. Interior Entry Required. If a junior accessory dwelling unit is constructed without a separate sanitation facility, the unit shall have interior doorway access to the primary dwelling unit. e. Kitchen Requirements. The junior accessory dwelling unit shall include an efficiency kitchen, requiring and limited to the following components: i. A sink; ii. A cooking facility with appliances; and iii. A food preparation counter and storage cabinets that are of reasonable size in relation to the size of the unit. f. Minimum and Maximum Floor Area. The minimum total floor area of a junior accessory dwelling unit shall be at least the minimum area of an efficiency unit as described in Section 17958.1 of the California Health and Safety Code but shall not exceed a maximum of 500 square feet of floor area. 2. Parking. No additional parking shall be required. 3. Owner Occupancy. The owner of a parcel proposed for a junior accessory dwelling unit shall occupy as a principal residence either the primary dwelling unit or the accessory dwelling unit. 4. Sale Prohibited. A junior accessory dwelling unit shall not be sold independently of the primary dwelling on the parcel. 5. Deed Restriction. Prior to obtaining a building permit for a junior accessory dwelling unit, a deed restriction, approved by the City Attorney, shall be recorded with the County Recorder's office, which shall include the pertinent restrictions and limitations of a junior accessory dwelling unit identified in this section. Said deed restriction shall run with the land, and shall be binding upon any future owners, heirs, or assigns. A copy of the recorded deed restriction shall be filed with the Department stating that: a. The junior accessory dwelling unit shall not be sold separately from the primary dwelling unit; b. The junior accessory dwelling unit is restricted to the maximum size allowed per the development standards; c. The junior accessory dwelling unit shall be considered legal only so long as either the primary dwelling unit, or the junior accessory dwelling unit, is occupied by the owner of record of the property; d. The restrictions shall be binding upon any successor in ownership of the property and lack of compliance with this provision may result in legal action against the property owner, including revocation of any right to maintain a junior accessory dwelling unit on the property. L. Utilities and Impact Fees. 1. No accessory dwelling unit shall be permitted if it is determined that there is not adequate water or sewer service to the property. 2. Only an accessory dwelling unit constructed with a new single or multi -unit dwelling shall be required to have a new or separate utility connection, including a separate sewer lateral, between the accessory dwelling unit and the utility. If a new or separate utility connection is required pursuant to this section or installed upon request of the property owner, a connection fee or capacity charge shall be charged that is proportionate to the size in square feet of the accessory dwelling unit or its drainage fixture unit (DFU) values. Separate electric and water meters shall be required for the accessory dwelling unit. 3. Impact Fees. No impact fees may be imposed on an accessory dwelling unit that is less than 750 square feet in size. For purposes of this section, "impact fees" include the fees specified in Sections 66000 and 66477 of the Government Code, but do not include utility connection fees or capacity charges. For accessory dwelling units that have a floor area of 750 square feet or more, impact fees shall be charged proportionately in relation to the square footage of the primary dwelling unit. . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-276 Agenda Date: 5/13/2020 Version: 1 Item #: 15. Report regarding the status of San Mateo County Health Officer Shelter in Place Orders related to COVID-19, the modified delivery of City government services and operation of programs and facilities, and departmental plans for the phased restoration of operations as restrictions are eased by the County Health Officer. (Sharon Ranals, Assistant City Manager /Parks and Recreation Director) RECOMMENDATION It is recommended that the City Council receive an update on the current status of modified operations under San Mateo County Health Officer Shelter in Place COVID-19 Order, review departmental plans to gradually restore operations as restrictions are eased by the County Health Officer, and provide direction to staff. BACKGROUND/DISCUS SION A novel coronavirus, named "COVID-19" by the World Health Organization (WHO), was first detected in Wuhan City, Hubei Province, China, in December 2019. The virus has since spread rapidly throughout the world. The WHO declared COVID-19 a pandemic on March 11, 2020, when there were 118,000 confirmed cases and 4,000 deaths in over 110 countries and territories. Today there have been almost 3.6 million confirmed cases, with over 250,000 deaths across 212 countries. As of May 5, 2020, there are 1,315 confirmed cases in San Mateo County, with 56 deaths. Because of limited testing capacity, the number of cases detected through testing represents only a small portion of the total number of likely cases. In early March of 2020, national, state, county, and local governments declared health emergencies for COVID- 19 to confer special authority and leverage resources to address the crisis, as follows: United States, March 13; California, March 4; San Mateo County, March 10; and City of South San Francisco, March 11. In an effort to slow the spread of the virus and mitigate the impact on delivery of critical healthcare services, California issued an Executive Order that went into effect on March 19, directing all individuals living in the State of California to stay at their place of residence, except as needed to maintain continuity of operation of the "federal critical infrastructure sectors." The purpose of this report is to outline the current status of continuation of City of South San Francisco operations during the current crisis, and to describe tentative plans that are underway to prepare for restoration of operations as the crisis evolves. San Mateo County Health Officer Orders In response to the COVID-19 pandemic, San Mateo County has issued a series of Health Officer Orders. Prior to issuing a Shelter in Place (SIP) Order, initially effective from March 16 to April 7, orders were issued to ban visitors from skilled nursing facilities; to ban mass gatherings; and to modify school operations. Subsequent to the SIP Order announcement, additional orders were issued, which included modifications related to the reporting of test results; extension of the SIP through May 3; home quarantine and home isolation instructions; further revisions to school operations; expansion of screening and monitoring for residential care facilities; face coverings requirement for members of the public and workers; large construction project safety protocol; small construction project safety protocol; specific social distancing protocols for businesses allowed to operate under the SIP Order; and most recently, an order issued on April 29 which slightly relaxes the SIP Order of March 31, 2020, and extends it to May 31, 2020. This revised order was issued in light of progress achieved in slowing the City of South San Francisco Page 1 of 8 Printed on 5/8/2020 powered by LegistarTM File #: 20-276 Agenda Date: 5/13/2020 Version: 1 Item #: 15. spread of the virus in San Mateo County and neighboring counties. The revised order states that activities will be assessed on an ongoing basis and may need to be modified if the risk associated with the virus increases in the future. COVID-19 presents a very fluid and complex set of conditions, which are constantly subject to change. In the face of this historic pandemic, cities remain committed to public service and communicating and informing residents about County Health Orders and enforcing them where necessary; continuing to deliver essential services; and responding to existing community needs as well as responding to new issues which have emerged as a result of the crisis. At the same time, City operations are necessarily subject to the same operational restrictions as the entire County, and operations have been modified as required. Continuity of Operations Plans At the outset of the SIP order, all City departments evaluated their administrative, functional, and field operations within the parameters established by San Mateo County Health, and established a departmental Continuity of Operation Plan (COOP) to be able to continue to provide services as fully and seamlessly as possible, while still adhering to the orders, and protecting the public as well as employees from possible infection. This was not a one -size -fits -all exercise, as the nature of the work, urgency, and strategy to reduce exposure and still deliver public services varies dramatically for functions such as Fire/Paramedics, Police/Dispatch, Public Works/Water Quality Control/Code Enforcement, Parks/Recreation and Facility Maintenance, Economic and Community Development/Building Inspections, Library, Information Technology, City Clerk, Finance, Human Resources, and City Attorney. While each department has distinct operational missions, there is also the need to apply consistent employee policies and protections for similar functions, such as office workers and field staff. To address this unprecedented situation, the Human Resources Department needed to create new Administrative Instructions related to establishing a telecommuting policy, which previously the City did not have, and drafted revisions to the City's sick leave and family medical leave policies. The City began operating under the SIP Order with modified operations on Tuesday, March 17, 2020. In general, all non-essential and administrative staff who were able to work from home were directed to do so. City buildings and counters were closed to the public, with only skeleton staffing on-site. Field staff in Parks, Facilities, and Public Works were reduced to 20% - 50% levels, performing only essential duties in staggered shifts. Police and Fire Departments continued their standard public safety operations, with certain modifications to reduce the exposure of the public and employees such as temporarily closing public counters, and suspended or reduced non-essential programs and operations. Library and Recreation public programs and facilities were temporarily cancelled or closed as required by the SIP, with alternative virtual and some limited services gradually implemented. Duration and Modification of SIP Order Over Time California has communicated that COVID-19 is not going away soon; full recovery may take 12 to 18 months. Modifications to Stay -at -Home Orders will be guided by health risks and a commitment to equity; taking responsibility is required at all levels - individual, business, and government. Restoration of "normal" operations will be a graduated and phased process which will advance in stages, and may require a step back if there is an upsurge in COVID-19 cases. City of South San Francisco Page 2 of 8 Printed on 5/8/2020 powered by LegistarTM File #: 20-276 Agenda Date: 5/13/2020 Version: 1 Item #: 15. The Federal Government has developed a four-phase guidance document, Opening Up America Again, which addresses the aspects of daily life for which restrictions remain appropriate due to COVID-19. California has also developed a four -stage Resilience Roadmap which defines how determinations for easing restrictions will be made, with the clear understanding that at this time, no dates can be assigned to when each milestone stage can be achieved. The State has identified the following six indicators for modifying the Stay -at -Home Order: - Ability to test, contact trace, isolate, and support the exposed - Ability to protect those at high risk for COVID-19 - Surge capacity for hospital and health systems - Therapeutic developments to meet the demand - Ability of businesses, schools, and childcare facilities to support physical distancing - Determination of when to reinstitute measures like Stay -at -Home California Resilience Roadmap Stages • Stage 1: Safety and Preparedness (current phase through May 31, 2020) Continue to build out testing, contact tracing, personal protective equipment (PPE), and hospital surge capacity - Make essential workforce environments as safe as possible - Prepare sector -by -sector safety guidelines for expanded workforce - Physical and work flow adaption - Essential workforce safety net - Make personal protective equipment (PPE) more widely available - Individual behavior changes • Stage 2: Lower Risk Workplaces Gradually opening some lower risk workplaces with adaptations - Expanded Workforce Safety Net (wage replacement so workers can stay home when sick) - Retail (e.g., curbside pickup) - Manufacturing - Offices (when telework is not possible) - More public spaces open - Modified school programs and childcare re -open; summer programs and next school year potentially starting July/August; childcare facilities to provide more care; address learning gaps; ensure students and staff are protected - Allow broader workforce to return to work • Stage 3: Higher Risk Workplaces Open higher risk environments with adaptations and limits on size of gatherings - Personal care (hair and nail salons, gyms) - Entertainment venues (movie theaters, sports without live audiences) - In-person religious services (churches, weddings) Stage 4: End of Stay -At -Home Order Re -open highest risk environments and venues once therapeutics have been developed - Concerts - Convention centers - Live audience sports City of South San Francisco Page 3 of 8 Printed on 5/8/2020 powered by LegistarTM File #: 20-276 Agenda Date: 5/13/2020 Version: 1 Item #: 15. Transition from Stage I to Stage 2 San Mateo County is still in Stage 1 of the SIP Order, and City of South San Francisco departments have been operating under the most restrictive guidelines through May 31, 2020, unless modified or extended. The State has identified the following actions as needed to progress from Stage 1 to Stage 2: - Government Actions Policies that allow people to stay home when they are sick Guidance provided on how to reduce risk - Business Actions Wage replacement so workers can stay home when sick Implement adaptations to lower -risk workplaces now Employees continue to work from home when possible - Individual Actions Safety precautions - hand washing, physical distancing, face coverings, etc. Avoid all non-essential travel Support and care for people who are at high risk Key indicator considerations to move to Stage 2 (Transition to Stage 2 through statewide modification to the Stay -at -Home Order) include: - Hospitalization and ICU trends stable - Hospital surge capacity to meet demand - Sufficient personal protective equipment (PPE) supply to meet demand - Sufficient testing capacity to meet demand - Contact tracing capacity statewide California has acknowledged that it is a very large and diverse state, and that in the future, as the crisis abates, there will be an opportunity for regional variations. During Stage 2, counties may choose to relax stricter local orders at their own pace. Following Stage 2, once a statewide COVID-19 surveillance system is made possible through testing, regional variations could be supported. The State will consult and collaborate closely with local governments. Changes to the San Mateo County SIP are being issued frequently as indicators support, which not only impact how businesses may operate, but which affect permitted City operations as well. Although COVID-19 continues to have a devastating and widespread impact, there have been positive indications in San Mateo County that the SIP Order has been effective in slowing the infection rate, and that progress is being made in reaching the key indicators described in California's Resilience Roadmap as described above. It is important to note that while San Mateo County has made progress in flattening the curve of confirmed cases, as restrictions are eased and human interactions increase, infections that had previously been avoided may surge, with the result of the curve essentially being elongated with a lengthened recovery period. Planning efforts need to anticipate an unpredictable and extended transition between Phase 1 and Phase 2, and a possible resurgence of the virus in the future. On April 29, the San Mateo County Health Officer extended the previous deadline for SIP from May 3, 2020 to May 31, 2020. Although the modified order does not move the County from Stage 1 to Stage 2 as defined by the State, it does relax some restrictions. It allows all types of construction projects; allows outdoor landscape and maintenance repairs; expands the categories of workers who are permitted to work on-site; and allows City of South San Francisco Page 4 of 8 Printed on 5/8/2020 powered by LegistarTM File #: 20-276 Agenda Date: 5/13/2020 Version: 1 Item #: 15. modified childcare and summer programs for children whose parents are permitted to work under the revised order. As previously noted, this is a very fluid situation, with the State of California and San Mateo County Health updating permitted activities based on the indicators described above. City of South San Francisco Departmental Restoration of Operation Plans (ROOP) The City is closely monitoring the situation, attempting to be as responsive and nimble as possible in adapting to updated orders. Departments have developed tentative plans for how to restore services utilizing a four phase model, in parallel with the State and County models. The following general definitions were utilized in developing ROOP plans: Phase 1: current restrictions under the SIP Order; Phase 2: some relaxation, but restrictions remain moderate; Phase 3: further relaxation, restrictions are light; Phase 4: restrictions are lifted and society returns to pre-COVID-19 conditions. Each Department has developed a ROOP plan based on a phased restoration of operations. Although some preliminary planning has been done for Stages 3 and 4, given the uncertainty of the course of the virus and future progress in accomplishing the resilience readiness indicators defined in California's Resilience Roadmap , staff focus is currently primarily on the transition from Stage 1 to early Stage 2. Although as noted previously each department has a unique mission, some uniform policies apply to similar functions across departments. Based on the recent relaxation of the SIP, the City will immediately recall to on-site duty staff who cannot perform their duties remotely, unless their functions are not permitted under the SIP, e.g. Adult Day Care or Aquatics. Parks, Facilities, and Public Works maintenance workers have been asked to return to their work sites effective Monday, May 11. Office workers who can continue to work remotely will be encouraged to do so, as per the SIP. Coverage for administrative functions that need to be performed on site will continue to be covered through staff rotation. Municipal facilities, including City Hall, the Annex, Municipal Services Building/Police Station, Corporation Yard, Fire Administration and Stations, will remain closed to the public, except by appointment. The Emergency Operations Center (EOC) will continue to be staffed to coordinate emergency response operations and FEMA expenses and reimbursement submittals. Parks and Recreation is exploring resuming a modified preschool program and modified summer camps, as permitted under the SIP, to serve parents who are permitted to return to work. General ROOP considerations include how functions are to be prioritized; maintaining good communication with employees to inform them about the dates and status of returning to work; keeping the public well- informed regarding modified City operations; identifying facility maintenance tasks necessary to safely re -open closed buildings; physical and psychological impacts to staff through employee and family support plans; collaboration with the County and neighboring cities to coordinate best practices and consistent interpretation of SIP orders; and establishing consistent safety protocols to protect employees and ensure a comfortable working environment. Planning considerations, as recommended by FEMA, which are still in progress, include the following: • Prepare for a resurgence or additional waves of the virus and identify mitigation measures; • Continue utilization of telework and other workforce flexibilities; these measures may remain in place for an extended period of time, and prove valuable to retain after the crisis; • Incorporate social distancing measures, including limiting building occupancy, staggering shifts, closing common areas, rotating "office days" for shared offices, installing physical barriers, and limiting non- essential travel; • Allow high-risk/vulnerable individuals additional flexibility or to continue isolation without repercussions; City of South San Francisco Page 5 of 8 Printed on 5/8/2020 powered by LegistarTM File #: 20-276 Agenda Date: 5/13/2020 Version: 1 Item #: 15. • Acquire cleaning supplies, masks/face coverings and gloves, and implement personal protective policies or measures (handwashing, hand sanitizer, barriers) to limit the spread of the virus and protect employees and the public; • Conduct health screenings where appropriate to monitor employee wellness and prevent further infections, and develop policies to detail processes for sick employees or family members, as well as those exposed to the virus or showing symptoms; • Intensify cleaning, sanitizing, disinfection, and ventilation activities according to CDC and the Occupational Safety and Health Administration (OSHA) guidance. Specific safety protocols to be implemented City-wide include the following: Guidelines for Office Workers: • Ensure staff work stations are at least 6 feet apart, with enough space to pass when walking to/from workstations; • All staff should wipe down their own work stations at least daily as well as commonly touched surfaces: doorknobs, copier/printer controls, cabinet/drawer handles, light switches, common -use supplies or appliances; • Continue to allow full or partial remote -work schedules, which may be on a rotating basis, especially where social distancing is impossible or impractical. Those who self -identify as being in a high-risk category should be allowed flexibility, as well as those with childcare needs due to school or childcare closures. Facility Guidelines for Facilities that Permit Public Entry: • Ensure the department/facility has sufficient disinfecting supplies, hand soap for restrooms, and hand sanitizer for staff and visitors. This effort will include joint responsibilities between the Emergency Operations Center logistics team, Facility Maintenance Division, and individual departments. Restrooms to remain closed to the public where visits are typically brief. • Post signs with instructions to visitors on social distancing/hygiene requirements. • Create tape markings and/or physical shields where practical for areas where visitors will be interacting with staff or members of the public. • Limit number of visitors in the facility at one time, depending on the size of the facility. A staff member may be needed to monitor entrances and exits if they are unlocked. Departments continue to provide face to face service "by appointment only" during Stage 2, except for public safety functions. Guidelines for Maintenance Staff Uniforms and clothing provided to employees are not to be worn more than once without washing. Standard issue uniforms shall be put in designated soiled bin, or laundered at home after each use. It is recommended to leave uniforms at work, in the soiled bin, so as not to increase the risk of spreading potential illness to an employee's home. General gathering areas shall follow social distancing guidelines. The lunch room shall have spacing of chairs to adequately provide 6' or more of space between employees. All hard surfaces (tables and chairs) shall be wiped down before and after use. The employee exercise room at the Maintenance Services Building will remain closed during Phase 2. • Social distancing of 6' or more shall be enforced. When employees are talking or interacting with the City of South San Francisco Page 6 of 8 Printed on 5/8/2020 powered by LegistarTM File #: 20-276 Agenda Date: 5/13/2020 Version: 1 Item #: 15. public or other employees they shall always remain at a minimum distance of 6'. This includes indoor spaces such as offices, lunchrooms, and hallways. • Employees shall wear approved face coverings at all times. The only time it is approved to not wear a face covering is when driving a vehicle alone. • Personal or shared computers and phones shall be disinfected before and after each use. This includes disinfecting the mouse, keyboard, screen, ear/mouth piece, number pad, and hard surfaces of the chair sat in while using the computer. Employees are encouraged to fill timecards and check email at home from their personal computers. Departmental ROOP plans, primarily focused on the transition from Phase 1 to Phase 2, are provided in Attachment 1. As noted above, due to the fluid nature of the situation, plans are subject to change as the situation evolves. FISCAL IMPACT The fiscal impact of restoring City operations is difficult to determine at this time, due to the uncertainty of when San Mateo County Health will permit relevant activities, and depend upon how long each stage of recovery will last. Some additional expenditures will be necessary for personal protective equipment for employees such as face masks and gloves, hand sanitizer, and office cleaning supplies. Costs may be incurred for deep cleaning facilities in preparation for employee and public occupancy, as well as for more frequent cleaning as operations resume. All expenditures, as well as employee costs, related to COVID-19 are being tracked and will be submitted for potential FEMA partial reimbursement. No employee reductions were implemented for FY 2019/20, although vacant positions, and non-essential or not previously encumbered expenditures for materials and services have been frozen, which may partially offset some of the increased costs related to COVID-19. Budget reductions are under review for 2020/21 to close the gap created by an anticipated decrease in revenue caused by the COVID-19 crisis. More information regarding the fiscal impact of the situation will be presented through the 2020/21 budget process. RELATIONSHIP TO STRATEGIC PLAN The COVID-19 crisis, and the City's response, relate to all six of the Strategic Plan Priority Areas: workforce development; qualify of life; financial stability; public safety; economic vitality; and community connections. CONCLUSION Recovery from the unprecedented COVID-19 crisis will travel a long and arduous road, with much unknown and uncertain about the journey at this time. Staff continue to be as informed and proactive as possible about developments at the national, state, county, and local levels as they impact the community of South San Francisco, to garner and leverage all available resources and adjust operations to continue to deliver public services and speed recovery. It is recommended that the City Council review the current status of modified City operations under San Mateo County Shelter in Place Order; review departmental plans to gradually restore operations as restrictions are eased by the County Health Officer; and provide direction to staff. It is important to note that plans are based on the best information available when drafted, but are subject to change based on rapidly evolving circumstances. City of South San Francisco Page 7 of 8 Printed on 5/8/2020 powered by LegistarTM File M 20-276 Agenda Date: 5/13/2020 Version: 1 Item M 15. ATTACHMENTS 1. Departmental Restoration of Operations Plans (ROOP) City of South San Francisco Page 8 of 8 Printed on 5/8/2020 powered by LegistarTM Attachment I Departmental Restoration of Operations Plans (ROOP) Fire Department Phase 1: Currently, Fire Administration employees have transitioned to remote work and modified remote work schedules to minimize the number of personnel in the office. Fire Administration operations are modified with the Fire Chief working remotely on Tuesdays and Deputy Fire Chief on Mondays. The Fire Marshal remotely works two days a week. The Training BC, EMS Chief and Management analyst remote work most of the week, coming into the office at least one day a week and as necessary. Safety Inspectors and Administrative Assistants work in alternating days, two at a time. Fire has a strong presence in the EOC with the Emergency Services Manager working in the EOC five days a week, two Administrative Assistants, and two Safety Inspectors filling assigned positions one additional day when they are off their office schedule. Fire suppression is sustaining normal staffing pattern and all apparatus are in service for emergency response. The office is closed to walk-in traffic, but open by appointment and on-line services. Additionally, there are other COVID-modified reductions in public outreach, training, and day to day operations. Administrative and Command Staff personnel will return to the office environment in a modified capacity as a transitional step toward returning to a regular work cycle. Fire Prevention personnel will also transition back into a regular work cycle based on the need for field inspections as construction activities resume. The Fire Department will continue adhering to the PPE guidelines in place, social distancing requirements and its daily routine of decontaminating the Administration Office and each station while the Shelter -in -Place Order is still in effect. Phase 2: The Fire Department anticipates entering this phase once the SIP orders are relaxed and additional non-essential workers can return to their regular employment. This phase will include returning all personnel to a regular work schedule and transitioning out of a remote work environment. This change will allow the department to plan for a return of services postponed during the SIP order. Fire Prevention activities are expected to return to a more normal frequency as construction levels return to normal and the demand for inspections does as well. All Fire Administration staff will return to normal work schedules and as the EOC winds down all dual -role employees will see a reduction in their modified assignments. The workplace modifications put in place to increase the frequency of decontamination and PPE use, specifically face masks in public and the work place, remain in place. Social distancing and virtual meetings will continue to be utilized. Fire Prevention personnel will continue to follow the policy established for construction safety when performing field inspections. Fire Crews will continue to operate under modified COVID-19 procedures. These procedures include operational response, day to day operations, and mask use in the apparatus and fire stations. Attachment 1 ROOP Page 2 of 22 The Fire Department will continue adhering to the PPE guidelines in place, social distancing requirements and its daily routine of decontaminating the Administration Office and all stations while the Shelter -in -Place Order is still in effect. All Administrative visits will continue to remain by -appointment only. Daily de -contamination, social distancing and adhering to PPE guidelines will continue. Phase 3. The Fire Department anticipates this phase to align with having most of the SIP orders lifted and businesses return with restrictions in place. Fire Department activities will return to normal including the reinstatement of all activities postponed during the SIP order (smoke detector installation, car seat installations, CPR classes, etc.). All of these activities will be governed by the Health Officer's order and adhere to mask use, social distancing, and gathering capacities. All staff will have returned to their normal work schedules. Fire operations will return to normal and facilitate training, internships, and public education. Fire Prevention personnel are anticipated to return to normal frequency of inspections and work load. The third phase in restoring fire operations will be to remove the "by -appointment only" requirement and re -open the administrative office to the public during normal business hours. In addition, the training tower will re -open for interdepartmental multi -company training sessions. Daily decontamination, social distancing and adhering to PPE guidelines will continue. Phase 4: The Fire Department anticipates this phase to align with the removal of most SIP restrictions ordered by the County Health Officer. All Fire Department activities will return to pre-COVID- 19 modified work directives with a few exceptions. These exceptions are expected to include large gatherings without the ability to social distance and possible mask use. All modified duties and work from home employees will return to normal work schedule. All facility use will return to normal, but include a more frequent decontamination schedule. Attachment 1 ROOP Page 3 of 22 Police Department Phase 1: The initial step in restoring Police Department services will be to begin the transition of having employees who were working from home return to regularly scheduled duty assignments. Employees working from home (on either a full-time or part-time basis) will return to their normal work schedules. This will allow the Police Department to rebuild the foundation of personnel necessary to handle the workload when full services resume. Employees moved from specialized positions to accommodate reduced staffing levels in Patrol will return to their original assignments. This will apply to Detectives, NRT, School Liaison Officers, and Bicycle Patrol Officers. The front office of the Police Department will remain closed to the general public. Access will be granted to members of the public on a "need only" basis for the following reasons: • Filing a police report that cannot be taken over the telephone or online; • Follow-up interviews with suspects, victims, or witnesses that cannot be conducted over the telephone; • Other issues that require face-to-face communication with a police officer. Any internal areas of the Police Department building that were previously restricted to reduce potential exposure to COVID-19 will be re -opened for department personnel. This primarily pertains to the Communications Center, but any other areas that were restricted for minimal access will be unrestricted for all department personnel. However, access will continue to be limited to activities that are deemed necessary for normal operations (not for socializing or unnecessary communication). Calls for service will continue to be handled in same manner as during the shelter -in-place: • Emergency calls will generate an officer response; • Disturbances and reports of in -progress suspicious activity will generate an officer response; • Traffic collisions involving injuries will generate an officer response; • Non -emergency calls will be handled over the telephone or as an online report (whenever practical); • Parking and traffic enforcement will be limited to complaints of hazardous conditions only. Phase 2 - The second phase in restoring operations will include expanding public access to the lobby of the Police Department. The second phase will also involve modifying the manner in which calls for service are handled. During the shelter -in-place, non -emergency calls were handled either over the telephone or as online reports. Although these methods will remain as options available to the public, officers will begin to respond to such calls in person when there is no reason to believe the reporting party (or anyone at the location) is positive for COVID-19. The front office of the Police Department will remain closed to the general public, but the restrictions to public access will be reduced in an effort to move toward normal operations. Attachment 1 ROOP Page 4 of 22 Reasons for public access will be expanded to include, but are not limited to obtaining copies of police reports; vehicle releases; retrieving property from evidence; serving subpoenas; and citation sign -offs. Any internal areas of the Police Department building that were previously restricted to reduce potential exposure to COVID-19 will be re -opened for department personnel, but only for activities that are deemed necessary for normal operations (not for socializing or unnecessary communication). Calls to which officers will now respond include, but are not limited to: civil cases; disturbances or suspicious activity in which the suspect is no longer on scene; property crimes with no suspect information; and non -injury traffic collisions. Officers will be expected to adhere to the following PPE guidelines: • Officers will be strongly encouraged to use minimal personal protective equipment (gloves and face masks) when dealing with the public (unless required to wear masks at all times by order of the San Mateo County Health Officer); • Gloves, N95 masks, and eye protection will continue to be mandatory when dealing with individuals known or suspected to be positive for COVID-19. Phase 3: The third phase in restoring operations will include expanding the types of calls for service to which uniformed personnel respond, as well as re -opening the PD lobby of the to the general public for limited hours. In addition to the activities allowed in Phase 2, the following activities will resume in an unrestricted manner: sex and narcotic offender registrations; child custody exchanges; drug disposal; and general information and advice. When appropriate, members of the public will be encouraged to file reports over the telephone or online, but if an officer is requested, officers will respond without any unnecessary restrictions or limitations. The following activities to resume include, but are not limited to: general traffic and parking enforcement related issues (complaints and officer observations); abandoned vehicle enforcement; truck route enforcement; subpoena services; attempts to contact (in-person). Phase 4 - The final phase will be the restoration of full operations. This will include re -opening the Police Department facility for all normal functions and purposes. All Police Department services will resume in an unrestricted manner: • The Police department lobby will be open for full public access during normal business hours; • Training classes, citizen academy classes, fingerprinting, and other normal activities will resume in a manner consistent with normal facility security measures; • All internal areas of the Police Department facility will be open to department members for normal access and operations. Calls for service will return to normal operating procedures — telephone and online reporting will remain an option available to the public. Attachment 1 ROOP Page 5 of 22 City Hall: City Manager's Office, Communications, Finance, Human Resources, City Clerk City Hall is not open for public walk-ins, but all offices have phone and email reception. The City Manager serves as Director of Emergency Services, in addition to his role as city administrator. Most staff are working remotely, with the ACM and Executive Assistant maintaining regular daily office hours to schedule and attend on-line meetings, provide departmental and EOC support, and coordinate with remote staff and rotational employees. In addition to regular duties, the Communications Director has a key role in crisis communications. Assistant to the City Manager is a lead in EOC operations. The Community Programs Manager is leading the SSF Community Volunteer Corps and other COVID-related initiatives. Staff come into City Hall as needed to handle essential matters that cannot be done remotely, sign documents, etc. It is anticipated that City Hall will remain closed to the public until Phase 3 is reached. Remote work will continue until the SIP is relaxed, and administrative staff return to regular office hours. Human Resources Department Phase 1: All staff members are working remotely, with one or two staff members at a time working in the office in order to receive or send mail, retrieve and scan paper documents or files, answer phones, or respond to employee emergencies. Staff are performing minimum services necessary to support payroll, benefits, health and safety, worker's compensation, employee and labor relations, HCM administration, and administrative duties. Recruitment and hiring activities are mostly on hold due to the current hiring freeze, however, onboarding of employees with prior offer letters continues and is being done remotely via teleconference. Recruitment for positions that are not frozen will continue with modified testing processes in some cases, such as teleconference interviews. No walk-in services or in-person meetings are available to employees or members of the public, except in cases of emergency. Programs placed on hold include in-person training (including LEAP activities), employee recognition events, summer internship program, youth summer work program, community job fair, and wellness programs. Phase 2: This plan assumes that all social distancing requirements issued by County Health Order remain in effect, but some additional City services are allowed to resume. Staff would continue to work on partial remote work schedules. In order to maintain social distancing, up to four staff may be in the HR office at one time, and face coverings would be required while working in the common area/cubicle areas. Due to space constraints, only one HR Technician will work in the office at a time, and the other would work remotely. Meetings with employees and members of the public would be by appointment only, and held via telephone or teleconference in cases where social distancing is not possible or practical. Hiring interviews may be done in-person for one-on-one meetings, with appropriate distancing, but panel interviews would be conducted via teleconference. Any visitor entering the office should wear a face covering and use hand sanitizer. All other programs placed on hold will remain on hold. This plan assumes City Hall is still closed to the public except by appointment. Attachment 1 ROOP Page 6 of 22 Phase 3: This plan assumes that some social distancing requirements issued by County Health Order remain in effect, such as prohibitions on large gatherings, but most City services are allowed to resume. Staff would be returned to the office, however, some may continue to work remotely due to child care needs (if schools are closed) or if employee is a member of a high-risk population that must maintain self -isolation. Others may have a partial remote work schedule on a case-by-case basis. In-person meetings and interview panels would resume within certain protocols (maintaining appropriate distance, no hand -shaking). In-person training and events would resume to the extent they can be maintained within existing Health Orders. Intern hiring would resume if permitted under budget constraints. Large events, such as the job fair or youth summer jobs program, may remain on hold. City Hall would be open to the public, but restrooms may need to be closed or cleaned more frequently. Phase 4: This plan assumes all City services are online, and social distancing requirements are lifted. All employees would resume work in the office. All events and in-person meetings would resume, to the extent permitted due to budget constraints, with best practices for hygiene and safety being followed. Office of the City Clerk Phase 1: Under full restrictions, the Clerk's Office remains closed to the public with Passport and Notary services suspended. Standby staff will begin to transition back to remote/office work schedules. At minimum, there is one staff member in the office and two members working remotely. Staff will continue to adhere to the County of San Mateo Health Officer Orders social distancing requirements. Phase 2: Under moderate restrictions, staff will begin to transition out of remote work schedules and return to regular work schedules, with an option to work out of their offices or continue to telecommute. Staff will be required to follow the County of San Mateo Health Officer Orders of practicing social distancing, wearing face coverings and daily sanitation of workstations. In addition, an inventory of sanitizing wipes, hand sanitizers and gloves will be made available to staff. In preparation for Phase 3, the Clerk's Office will explore the cost of installing Plexiglas sneeze guards to provide an additional layer of protection for staff and members of the public. Counter services will be dependent on the reopening of City Hall and will be available by appointment only. Passport and Notary services will remain suspended. Phase 3: Under light restrictions and dependent on City Hall operations, the Clerk's Office will resume modified counter services. Staff will be required to follow the County of San Mateo Health Officer Attachment 1 ROOP Page 7 of 22 Orders and counter services including Passport and Notary services will be available by appointment only. Phase 4: During the unrestricted period, the Clerk's Office will return to normal operations. Finance Department Phase 1: Despite full restrictions, the core Finance services have continued without interruption. The only business interruption has been the closure of the front counter to the public along with limiting check runs to once a week (versus the twice a week schedule under normal Pre-COVID conditions). All exempt staff members (7.0 FTEs) plus one non-exempt staff member (1.0 FTE) are fully equipped to work remotely and are working regular full-time hours. Based upon preference and workflow, these staff members physically come into the office at their own discretion. The remaining full-time staff members (4.0 FTEs), all non-exempt, are on staggered standby schedules in order to maintain appropriate social distancing measures within the office. Each full time employee is on paid standby for 12 hours (1.5 days) per week, meaning that only 3 out of the 4 employees are in the office at any given time. However, two of the department's four non-exempt employees are supporting the City during their standby time by providing supplemental work in the EOC related to the City's recovery efforts. Phase 2: This plan assumes that all social distancing requirements issued by County Health Order remain in effect, but some additional City services are allowed to resume. As such, Finance does not contemplate any changes in workflow during Phase 2. Phase 3: This plan assumes that some social distancing requirements issued by County Health Order remain in effect, such as prohibitions on large gatherings, but most City services are allowed to resume. Under this scenario, all non-exempt staff on standby would return to the office full-time with no standby hours. However, all Finance staff currently equipped to work remotely may continue to work remotely due to child care needs (if schools are closed) or if employee is a member of a high- risk population that must maintain self -isolation. Because City Hall would be open to the public under this scenario, front counter service with the public would resume. However, advance appointments would be required for any in-person transactions. Phase 4: This plan assumes all City services are online, and social distancing requirements are lifted. All employees would resume work in the office. All events and in-person meetings would resume, to the extent permitted due to budget constraints, with best practices for hygiene and safety being followed. Check runs would resume its twice weekly schedule. Attachment 1 ROOP Page 8 of 22 Capital Projects Department Phase 1: 1. Maintain communication • As a department of two staff, we keep in constant communication regarding: o work assignments o critical path schedules for short-term tasks and delivery of work products o project schedule impacts due to disruption of internal and external services. 2. Postpone community meetings and planning workshops until further notice. 3. Coordinate with professional services consultants and construction contractors to determine their organizations' policies for attending in-person meetings and working from home. • Maintain schedules for regular progress meetings via web conference wherever feasible. • Continue holding on-site construction meeting and inspections in alignment with the Building and Engineering Departments. • Document COVID-19-related impacts to project delivery schedules. 4. Utilize tools necessary to work from home • laptops • cell phones 5. Deputy Director of Capital Projects has taken a leadership role in the operation of the Emergency Operations Center (EOC) while some construction projects are delayed. Phase 2: 1. Similar to Phase 1, continue working from home for the vast majority of work hours. 2. Attend construction site visits in person as needed to assure quality control and alignment with project goals. Insure the use of PPEs and social distancing when on project sites. 3. Explore use of online tools for participatory design and planning meetings with residents. 4. Deputy Director to resume capital project oversight for construction projects authorized to resume, and continues to serve an important role in the EOC. Phase-, 3/4 - Assuming major Capital Projects remain on schedule, staff continue project management, including in-person public outreach as permitted under the SIP Order. These timing phases are difficult to predict at this time given the uncertainty of the construction industry, but the ROOP will be updated during Phase 2 when more information is available. Attachment 1 ROOP Page 9 of 22 Information Technology Department Phase 1: IT will continue to follow a rotation schedule with two people in the office at a time. Staff will continue to support end users remotely. Off-site staff will come on-site to provide support on an as needed basis, but can work with on-site staff to resolve issues. The on-site staff will continue to sanitize all door handles before leaving the office. IT Staff will review new processes implemented during the stand at home order. IT will also review business continuity plans and modify remote access performance and improve remote capabilities; review virtual meeting software; and review license and equipment replacements. Any remote users with a loaner laptop will be allow retain the equipment during this phase. Phase 2: The second phase in restoring IT will continue to follow a rotation schedule with three people in the office at a time. Staff will continue to support end users remotely. Offsite staff will come into the office to provide support on an as needed basis, but can work with onsite staff to resolve issues. When IT staff is required to have one on one interaction with another City staff member, IT will continue wear protective gear per the San Mateo County order. Any remote users with a loaner laptop will be allow retain the equipment. Phase 3: The third phase in restoring IT will eliminate the rotation schedule, however staff may continue to support end users remotely where feasible. Offsite staff will come into the office to provide support on an as needed basis. When IT staff is required to have one on one interaction with another City staff member, IT will continue wear protective gear per the San Mateo County order. Any remote users with a loaner laptop will be allow retain the equipment. Phase 4: The forth phase in restoring IT operations will eliminate rotation schedule and will return to normal operations. All remote users with a loaner laptop will return their laptop. IT will sanitize or dispose equipment as needed, require password change, and reduce remote privileges as needed. Attachment 1 ROOP Page 10 of 22 Economic & Community Development ECD is currently maintaining operations with approximately 10% of staff working in the office and 90% of staff working remotely. ECD's phased return to standard operations will be closely coordinated with Public Works/Engineering and the City Manager's Office, both of which have direct physical and functional relationships with ECD units. Phase 1: In response to the most recent SIP Order, which authorizes all construction to proceed, ECD has begun the process of transitioning Building staff back to the office. Under this phase: • The Permit Center will continue modified operations, with only City staff allowed within ECD offices, and no "walk-ins" or in-person meetings. • The City's best -in -class online permitting service will allow all new and existing plan reviews to be reviewed on schedule. Plans can be submitted electronically or dropped off in a special area outside the City Hall Annex. Payment of fees will continue to be accepted online or by mail (but not in person). • Customer service will continue to be handled by phone, email, or referral to the City's website. • Building inspectors will begin to come back to the office, but only from 6:30 to 8:00 AM, in order to allow them to receive their inspection schedules and coordinate activities. As requests for inspections increase (which has been the trend since late April), the building Division will increase its weekly inspection schedule gradually from Wednesday -Thursday to Monday -Friday. • The Chief Building Official and Assistant Building Official will continue to rotate schedules, with one of them in the office while the other works remotely. • The permit technicians will return to the office, but on staggered schedules, with one technician in the office while the other works remotely. • ECD Administration, Planning, Economic Development, and Housing staff will continue to operate with 2-4 staff in the office at one time and all other staff working remotely, with no in-person customer service. • Most programs and services will continue to be offered with only minor delays; however, some larger projects and initiatives have experienced 60-90 day delays (e.g., General Plan, Genentech Master Plan, L37/KASA development, etc.). • In-person community meetings — which typically form a central part of the City's efforts to solicit feedback from residents on new planning projects — remain suspended. • All commission meetings — including the Planning Commission, Bicycle & Pedestrian Advisory Commission (BPAC), and the Transportation & Parking Commission — remain on a reduced schedule with virtual meeting format. Phase 2 The timing and transition to Phase 2 will be guided by: (a) direction at the State and County level to relax SIP restrictions; and (b) resolution of school and child care issues. Under this phase: Attachment 1 ROOP Page 11 of 22 • Staffing of the Building Division will remain as described above in Phase 1. In addition, staff in all other divisions will begin to rotate into the office on a staggered schedule, with approximately 25% of Planning, Housing, and Economic Development staff in the office at any one time. Among other things, this will allow at least one Planning professional to be physically stationed at the Permit Center at all times. • All administrative functions will be fully restored. • New signage will be posted in public areas, indicating the City's policies for maintaining social distancing, masks, and other health protocols. Changes in furniture and layout will be made to all public areas, in order to promote social distancing and health protocols. • Commission meetings are restored to their normal calendar schedules but meetings remain virtual. Phase 3 Within 6-8 weeks after Phase 2 is initiated, ECD will begin the transition to Phase 3. However, based on the assumption that some public health restrictions will remain in place for several months, and that a new SIP Order may be issued in the Fall, staff anticipates that Phase 3 may last for several months. Under this phase: • There will be a significant increase in staff returning to the office on a staggered schedule, with approximately 50% of staff working in the office at any one time. In additional, however, there would now be opportunities for in-person staff meetings to take place either weekly or bi-monthly at the Division level and quarterly at the Department level. • The Permit Center will begin to accept in-person meetings, by appointment only, on a trial basis. • Commission meetings would resume their normal schedule with in-person meetings, albeit with social distancing. Phase 4 With the onset of Phase 4, all staff would resume standard work hours in the office. In-person customer service and walk-ins would be allowed. All Commissions would resume normal operations. Attachment 1 ROOP Page 12 of 22 Parks and Recreation Department RECREATION DIVISION The Recreation Division consists of seven program areas, including Aquatics, Classes, Cultural Arts, Childcare, Senior Services, Sports and Facility and Picnic Rentals. Other programs managed by the Recreation Division include departmental Special Events and Administration. Recreation staff are also tasked with operating recreation centers, picnic sites and rental facilities, preschools and select SSFUSD after school sites that serve residents of all age groups. These programs generally involve a great deal of public interaction, which must be limited during COVID-19 modified operations. Phase 1: Under full restrictions, recreation facilities and programs are closed to the public and front counter operations take place only by phone or e-mail. The only program that would be open to the public is if the City provides modified childcare services to workers authorized to work outside the home, as defined by San Mateo County. Recreation administrative staff (Manager, Supervisors, Coordinators, Administrative Assistants, and Cultural Arts Specialist) would be expected to work from home and are only allowed to work from the office on an as -needed basis with supervisor approval. Part-time employees may be engaged in work that can be completed from home as assigned by their supervisor. Staff may be reassigned to other program areas as needed, including the Emergency Operations Center or other critical services, such as food distribution. Parks and Recreation Commission and Cultural Arts Commission meetings may not be held in person, but may be conducted as virtual meetings. In-person recreation activities are closed under full restrictions. Instead, staff will develop alternative virtual recreation programs, as well as plan programs for future modification of programs as public health guidelines are relaxed over time. If the City opts to provide childcare services to authorized on-site workers, childcare operations would be modified to protect participants and employees, consistent with guidance from San Mateo County Health, and the State of California's Community Care Licensing Division. All community centers and childcare sites would be open to employees on a limited basis, but will remain closed to the general public unless enrolled in childcare. P1hacP ?. Under moderate restrictions, most face to face recreation programs would continue to remain closed to the public and front counter operations would continue to take place only by phone or e- mail. The primary difference between full and moderate restrictions is that Recreation administrative staff would have the option to work out of their offices or continue to telecommute. Likewise, part-time employees may be engaged in in -office work assigned by their supervisor. Recreation administrative staff would have the option to return to the office. Continued telecommuting would be encouraged. In -office visits may be scheduled with modified, limited contact, depending on the number of staff who wish to be in the same location at the same time. Supervisors will have the option to engage part-time employees in work activities as needed, keeping in mind any regulations set forth by the County's public health orders, and guidance by the Human Resources and City Manager Departments. Work activities could include wellness Attachment 1 ROOP Page 13 of 22 checks to seniors, senior food distribution, information and referral, social media and newsletter production, office organization and clean up, day to day administration, and program planning. Staff may be reassigned to other program areas as needed, including the Emergency Operations Center or other essential services, such as business recovery. In-person recreation activities will largely remain closed under moderate restrictions. Staff will continue working on virtual recreation programs and connecting community members to needed resources. The only program that could be open to the public is if the City opts to provide childcare services to essential workers and/or City employees as described above. All community centers and childcare sites would be open to employees, but will remain closed to the public. Parks and Recreation Commission and Cultural Arts Commission meetings may not be held in person, but may be conducted as virtual meetings. Phase 3: Under light restrictions, front counters at the Municipal Services Building and the Joseph A. Fernekes Building would be open to the public. Modified in-person business hours may be implemented. In-person recreation programs would be offered on a limited basis and would favor activities that align with the requirements outlined in the public health orders. Most recreation staff would continue to have the option to work a combination of in -office and telecommute hours, considering the supervisory needs of the in-person programs being offered. Part-time staff would also be engaged in enhanced cleaning efforts to maintain clean facilities between program offerings. Beyond staffing in-person program offerings, supervisors may continue engaging part- time employees in other work activities as needed, keeping in mind any regulations set forth by the County's public health orders and other guidance from the City. Work activities could include office organization and clean up, day to day administration, and program planning. In-person recreation programs would be offered on a limited basis and would favor activities that align with the requirements outlined in the public health orders. While the specific orders are unknown at this time, such activities could include fitness classes that take place outdoors and indoor, small group classes that can accommodate social distancing. In addition, participation in recreation activities would be limited to small groups with ample physical distancing, and participants and instructors would be required to take any precautions outlined in the public health orders. Parks and Recreation Commission and Cultural Arts Commission meetings may be held in person, if permitted under County Health orders. All community centers and childcare sites would be open to employees. When determining in- person recreation activities, staff will be mindful about making the most efficient use of facilities in determining which ones will be open to the public. Phase 4: In the unrestricted phase, Recreation Division activities will return to normal and will likely include modifications made during the restricted phases that will likely be adopted as new standards of practice. Practices expected to carry over include enhanced cleaning efforts between program offerings and increased use of electronic forms that can be processed via e-mail or online. Attachment 1 ROOP Page 14 of 22 Recreation administrative staff will return to working in the office. Telecommuting could still take place on a limited basis with supervisor approval, if permitted by City policies. Part-time staff will return to supporting in-person programs and supporting work as assigned by their supervisor. Recreation programs would be expanded to include larger groups and social distancing in programs would no longer be mandatory. All community centers and childcare sites would be open to employees and the public. Parks and Recreation Commission and Cultural Arts Commission meetings to resume as in-person public meetings. PARKS DIVISION The Parks and Recreation Department manages 300 acres of parks and open space areas, including all public trees and the Common Greens for the benefit of its residents. Phase 1: Under full restrictions, Park facilities such as restrooms, playgrounds, the dog park, picnic sites, and any other areas that encourage gathering are closed to the public. Only passive recreation areas such as walking paths and open space areas remain open. Front counter operations take place only by phone or e-mail as much as possible. Parks administrative staff (Manager, Supervisors, and Administrative Assistants) are expected to work from home and would only be allowed to work from the office on an as -needed basis with supervisor approval in order to continue to meet resident needs for functions that can only be performed from the Maintenance Services Building. Parks administrative staff are expected to work from home and would only be allowed to work from the office on an as -needed basis with supervisor approval or to serve in a staffing coverage capacity so as not to interrupt operations for the public. Part-time employees may be engaged in work that can be completed from home as assigned by their supervisor or are scheduled alternatively to full-time staff so as to reduce number of staff at the Maintenance Services Building. Improving Public Places Committee and Beautification Committee meetings are cancelled as well as any events scheduled within the full restriction period. Full-time staffing of maintenance workers is reduced to 20% of normal operations having four to five employees on staff at any given day. Their focus is maintaining safe paths of travel in the parks, hazard abatement, emergency response, and sanitation of commonly used assets such as trash cans and hand rails. As time allows, duties like mowing and weed abatement may occur. All remaining staff are placed on standby to be called in if needed. Tree crew members are additionally on standby, and will be called periodically as needed for emergency tree work. All vehicles are not to be shared and each vehicle is to be disinfected after each use. All staff will be provided protective masks and required to wear them while at work. Staff may be reassigned to other areas as needed, including the Emergency Operations Center or other critical services, such as food distribution. Park facilities such as restrooms, playgrounds, dog parks, picnic sites, and any other areas of congregation are closed to the public. Only passive recreation areas such as walking paths and Attachment 1 ROOP Page 15 of 22 open space areas remain open. Sports courts are closed. Drinking fountains are shut off as well. Internally, the Maintenance Services Building lunchroom, conference room, and other gathering areas will be closed. Phase 2: Under moderate restrictions, larger more frequently used parks may begin to have facilities such as bathrooms re -opened with an increased cleaning frequency throughout the day, if permitted by County health orders. The dog park may re -open with signage enforcing social distancing. Front counter operations would continue to take place only by phone or e-mail if possible, and if any human interaction was necessary, proper distancing will be enforced and physical barriers will be erected at counters. More park staff will be scheduled each week and Supervisors will have the option to return to their offices, but will be encouraged to work from home for at least two days a week. Improving Public Places Committee and Beautification Committee meetings will remain cancelled. Any planned events will be cancelled until restrictions are lifted. Parks administrative staff would have the option to return to the office, but may be encouraged to telecommute two days a week or more. Maintenance staffing will increase to 100% of normal staffing, as permitted by County Health (effective May 11, 2020). Staff will focus on increased bathroom cleaning frequencies, as well as returning to regular maintenance such as mowing and weed abatement, and will start to attend to deferred repairs on major infrastructure such as irrigation mainlines, valves, and hardscapes. Major renovation work may be paused until restrictions are eased, unless permitted by County Health. Part-time workers will resume their normal shifts and full-time staff will return to weekend schedule. Protective face masks will be provided and required for all staff. Playgrounds will remain closed and restrooms will be opened and cleaned on a more frequent schedule throughout the day. Picnic sites will remain closed as well as sports courts with the exception of tennis courts as this can be played at safe distances, unless prohibited by County Health. Sites will be opened based on recreational program needs and all facilities that are opened will be sanitized using a chlorine bleach disinfecting unit. The Maintenance Services Building lunchroom and conference room will only be used with proper social distancing and sanitization efforts. P1hacP 'I - Under light restrictions, all park facilities will reopen. Sites will be opened in a prioritized manner based on recreational program needs, and all facilities/assets that are opened will be sanitized using a chlorine bleach disinfecting unit prior to opening. Restrooms and playgrounds will be cleaned and disinfected regularly. All maintenance staff will return to work, in normal capacities and start performing deferred maintenance work. Improving Public Places Committee and Beautification Committee meetings may remain cancelled, but planned events will be able to be held with proper protocols. Maintenance staffing will remain at 100% under lighter restrictions, but employees may not share vehicles and will be encouraged to continue social distancing. Parks administrative employees will be working at offices, with the option of occasional telecommuting with supervisor approval. Tree work will resume full operations. Front office operations will still practice social distancing and Attachment 1 ROOP Page 16 of 22 use protective barriers at areas of public interactions. Masks will be provided and may be required if recommended by the County's health officer. All facilities will be open to the public with increased cleaning frequencies. All playgrounds, restrooms, and park assets will be sanitized with chlorine bleach disinfecting unit and will be prioritized based on programming. Phase 4: During the unrestricted period, all operations will return to normal and work cycles will resume with an extra effort to catch up on deferred maintenance such as weed abatement in right-of-way areas. Cleansing and proper hygienic protocols will be implemented to keep staff safe. Processes that can be done via computer or online will remain virtual. Improving Public Places Committee and Beautification Committee resume normal meetings and events as scheduled. All staff return to normal operations with sanitation of work areas as a focus for all employees. Masks may be issued to employees for optional use. All park facilities and assets will be fully opened and sanitized before opening using a chlorine bleach disinfecting unit. Administrative staff will return to offices and clean their workspaces regularly. BUILDING MAINTENANCE DIVISION Phase 1: Under full restrictions, non-essential facilities and any other areas that encourage gatherings are closed to the public. Only essential facilities such as Police, Fire, the City Manager's office and the Maintenance Services Building remain open. Front counter operations take place only by phone or e-mail as much as possible. Building Maintenance administrative staff (Manager, Supervisors, and Administrative Assistants) are expected to work from home and only allowed to work from the office on an as -needed basis with supervisor approval in order to continue to meet resident needs for functions that can only be performed from the Maintenance Services Building. Part-time employees may be engaged in work that can be completed from home as assigned by their supervisor or are scheduled to support full-time staff. Full-time maintenance staffing is reduced to 20% of normal operations having four to five employees on staff at any given time. Their focus would be maintaining essential facilities and supporting front line departments. Staff will concentrate on disinfecting, sanitation and emergency response. As time allows, non-essential facilities will be serviced to address the needs of other City departments, working from the office. All remaining staff are held on standby to be called in if needed. All vehicles are not to be shared and each vehicle is to be disinfected after each use. All staff will be provided protective masks and required to wear them while at work. Staff may be reassigned to other program areas as needed, including the Emergency Operations Center or other critical services, such as food distribution. Attachment 1 ROOP Page 17 of 22 Non-essential City facilities and any other areas of congregation are closed to the public. Only essential facilities such as Police, Fire, the City Manager's office and the Maintenance Services Building remain open. Front counter operations take place only by phone or e-mail as much as possible. Plhnca ?. Under moderate restrictions, essential and non-essential facilities will occasionally be occupied by City departments. Workspaces, common areas and restrooms would re -open and require an increased cleaning frequency. Front counter operations would continue to take place only by phone or e-mail if possible and if any human interaction was necessary, proper distancing will be enforced and physical barriers will be erected at counters. Additional Building Maintenance staff will be scheduled each week and Supervisors will continue managing staff schedule from the office with the option to return to work from home when appropriate. Building Maintenance administrative staff would have the option to return to the office, but will be encouraged to telecommute for at least two days a week or more. Maintenance staffing will increase to 100% of normal staffing. Staff will focus on increased disinfecting and cleaning frequencies, as well as returning to routine maintenance including HVAC and fire/life safety issues. Staff will start to prepare facilities for the return to normal operations. Building systems will be inspected and tested to ensure an easy return of programs and services. Day and night shifts may resume their normal shifts including the weekend schedule. Protective face masks will be provided and required for all staff. Under moderate restrictions, all essential facilities will remain open to essential workers and closed to the public. Each department will be encouraged to wipe down their areas prior to starting work and occasional throughout the day to support Building Maintenance efforts. Front counter operations take place only by phone or e-mail as much as possible. Phase 3: Under light restrictions, additional facilities will re -open based on departmental and program needs. All facilities that are opened will be sanitized prior to opening. Workspaces, common areas and restrooms will be cleaned and disinfected regularly. All maintenance staff will return to work, in normal capacities and start performing deferred maintenance work. Staffing will return to 100% under light restrictions, but staff will not share vehicles whenever possible and will be encouraged to continue social distancing. Building Maintenance administrative employees will be working at offices, with the option of occasional telecommuting occasionally with supervisor approval. Front office operations will still practice social distancing and use protective barriers at areas of public interactions. Masks will be provided and required to wear protective masks. In this scenario, employees are prepared for all facilities to be opened to the public with increased cleaning frequencies. All workspaces, common areas and restrooms will be sanitized and will be prioritized based on programming. The Maintenance Services Building lunchroom and conference room will be open to employees, but social distancing will be recommended. Each department Attachment 1 ROOP Page 18 of 22 will be encouraged to wipe down their areas prior to starting work and occasional throughout the day. Phase 4: During the unrestricted phase, all operations will return to normal and work cycles will resume with an extra effort to catch up on deferred maintenance such as filter replacements, inspections, testing and repairs. Cleansing and proper hygiene protocols will be implemented to keep staff safe. Processes that can be done via computer or online will be pushed to remain virtual. All staff return to normal operations with sanitation of work areas as a focus for all employees. Masks will still be issued to employees for optional use. All facilities will be fully opened and sanitized before opening. Administrative staff will return to offices and clean their workspaces regularly. Each department will be encouraged to wipe down their areas prior to starting work and occasionally throughout the day. Attachment 1 ROOP Page 19 of 22 Public Works Department Operations — Engineering — Water Quality Control Plant OPERATIONS AND MAINTENANCE Phase 1: - Current Staffing • Management, supervisors, and administrative staff working remotely — in office as necessary • Fleet Maintenance Services (4): two Equipment Mechanics on site and two on call • Electric Maintenance Services (4): two Electricians on site and two on call • Public Works Maintenance Staff (18): nine staffers on site and nine on call • Code Enforcement (2): Code Enforcement Officers will continue to respond to "Life / Safety" calls. Staff is set up to work remotely. • Standby Crew responds to after-hours calls. Phase 2: — Maintenance staff return to work - Staggered shift: start of shift / lunch break / end of shift • Management, supervisors, and administrative staff working remotely — in office as necessary • Fleet Maintenance Services (4): 4 Equipment Mechanics on site (coordinating with Team A or B) • Electric Maintenance Services (4): 4 Electricians on site (coordinating with Team A or B) • Public Works Maintenance Staff (18): 14 staffers on site and 4 on call (coordinating with Team A or B) • Code Enforcement (2): Code Enforcement Officers will continue to respond to "Life / Safety" calls. Staff is set up to work remotely and utilize the office when necessary. • Standby Crew responds to after-hours calls. ENGINEERING Phase 1: — Current Staffing • One Engineer/Senior Permit Technician o Remainder of staff working remotely • One Administrative Assistant as required • Principal Engineer as required • Public Works Inspector — As necessary to meet current inspection requirements • All staff who report to the City Hall Annex will wear proper PPE and clean work surfaces at the beginning and end of work day • Staff will continue to provide all services to the public through online, email and telephone. Phase 2: - Additional staff not required until the Annex is open to public for counter service (Phase 3/4) • One Engineer/Senior Permit Technician Attachment 1 ROOP Page 20 of 22 o Remainder of staff working remotely • One Administrative Assistant as required • Principal Engineer as required • Public Works Inspector — As necessary to meet current inspection requirements • All staff who report to the City Hall Annex will wear proper PPE and clean work surfaces at the beginning and end of work day • Staff will continue to provide all services to the public through online, email and telephone. WATER QUALITY CONTROL PLANT (WQCP) Phase 1: — Current Staffing • Management, supervisors, and administrative staff working remotely — in office as necessary • Operations o Two -Three operator teams assigned to 12 -hour shifts 0600 — 1800 / 1800 - 0600 o Telephone and computerized turnover reports • Maintenance o Mechanic — 0800-1630 — As required to perform inside rounds o Mechanic — 1000-1830 —As required to perform Pump Station inspections o Plant Electrician — on call o Lab Chemist - 0800-1630 - As required to conduct minimum required compliance testing o Minimum staffing of certified operators, maintenance, and laboratory personnel is required to prevent violations to the Clean Water Act and the California Water Code. Phase 2: —Staff that cannot perform job functions from home will return to the workplace with appropriate precautions • Management, supervisors, and administrative staff working remotely — in office as necessary • Environmental Compliance o Monday through Friday rotating 10 -hour shifts, full staffing • Operations o Rotating two, three operator teams assigned to 12 -hour shifts 0600 — 1800 / 1800 — 0600, full staffing o Daily computerized and telephone turnover reports between all shifts • Maintenance o Monday through Friday 8 -hour shifts, full staffing • Lab Chemist - Monday through Friday 10 -hour shifts, full staffing Plant remains closed for public access, such as plant tours Attachment 1 ROOP Page 21 of 22 Library Department In case of a gradual easing of the shelter -in-place orders, this plan presents a phased re -introduction of services. Any of the phases can and will be skipped if restrictions are eased more quickly. Within all levels, Library staff will work with Facilities staff to partner on sharing responsibilities on safe cleaning training, PPEs and protocol for public and staff spaces. Phase 1: Full restrictions. Limited staff on-site for essential, basic work functions only. Nearly 90% full-time staff working remotely; part-time staff as needed (virtual programming, city projects such as Census or EOC, or other library projects such as CLC Computer Lab) or standby. No public on site, except for appointments in the CLC Computer Lab. • Computer Lab for Unemployment Benefits and job search at CLC (essential) — Limited staff working on-site (3-5 onsite; 18 staff total with staggered shifts); public by appointment only (up to 6 at a time/20 per day) • Mail Delivery Services (essential) — Limited staff working on-site at the Main Library (3 - 4; no more than 4 hour shifts) • Access to Collections/Circulation Services — online or by phone; no public on-site access; no returns through the Automated Materials Handling system or manual book drop; no Friends donations accepted; digital books and streaming video are promoted • Access to Library Computers and Equipment - except for the CLC computer lab service, computers and Maker Space equipment are not available for the public; library staff are part of the county -wide project, using our 3D printers to produce safety equipment for essential health and public safety workers • Library Services (research, readers' advisory, technology assistance— online or by phone • Library Public Programming (adult, children, teens, family) — online only, including prerecorded and livestreamed story times; Summer Learning programming and activities (including Reader Leader tutoring) takes place virtually, with annual book distribution paused until shelter in home orders are modified • Literacy Services, Project Read, and Community Learning Center (afterschool programs, adult learner programs; Adult School classes, etc.) — online or by phone; no Learning Wheels literacy outreach van services Phase 2: Moderate restrictions. Library Services will be re-established during Phase 2, where moderate restrictions are still in place, many types of retail businesses are allowed to re -open protocols and the types of trips residents can make outside of their home expands. In this stage, gatherings are still prohibited and public places must follow strict social distancing guidelines. At the Library, public will only be allowed inside the buildings by appointment, such as to access computers for unemployment application and job seeking. Curbside pick-up of books and other library materials will be established, while delivery by mail to residences will continue for those unable to make the trip. Library returns and delivery between libraries may be phased in, aligning with system -wide activation; materials -quarantining rules will be followed. Library staff will return to work on site, in reduced capacity, with strict social distancing protocols and PPE requirements in place. Staff able to work remotely will continue to do so. Attachment 1 ROOP Page 22 of 22 This phase would be implemented after the shelter in place order has been revised to allow slightly less restricted travel and/or social distancing requirements, per County Health Officer. Limited and essential staff may work on-site in the library and are required to wear masks if around other people. Staff who handles books or other materials will be required to wear gloves. Some staff may continue to work remotely. Virtual or phone meetings only. Shared spaces must be reconfigured to allow for 6 feet social distancing, which will impact staffing downstairs. Staff on- site would work on tasks such as delivery service and curbside pickup, process books and materials, and record virtual programming. At the Main Library, we anticipate 8-10 staff on site at any given time, with 4-5 per floor, safely distanced. Many Library Pages, Library Clerks, and Library Assistants will return to work on a rotation, to ensure fairness, continuing to perform remote work while not on-site. Supervising Library Specialists will also return to work on-site, overseeing the day-to-day operations. Some will continue to perform some duties remotely. Librarians and Program Managers will continue to do the majority of their work remotely, which includes collection development, programming, reference, grant-writing, and similar duties. Administrative staff will also be able to perform much of their duties remotely. Project Read staff will work a combination of in-library and remote, depending upon program needs. At the Grand Avenue Branch Library, several staff will work on-site, operating the curbside pick- up service. One Supervising Library Specialist will oversee the operation with a staff of two to three Library Clerks and Library Assistants. The Branch Manager will work on-site as needed. Community Learning Center will continue to host the Computer Lab for unemployment benefits and job search. Phase 3: Light restrictions. Non-essential trips are allowed, small gatherings allowed, and social distancing and PPE guidelines may still be in place. 100% of staff on site, with staggered shifts to address social distancing needs. Library returns and system-wide delivery will reach near-normal levels. The public will be allowed in the buildings, with restrictions placed on total number allowed in the facilities, based on social distancing and gatherings restrictions and guidelines in place. In- person assistance, such as technology or reference interactions, and small learning programs may be by appointment and/or phased in. CLC afterschool homework program will align with Recreation afterschool program activation and guidelines. The Learning Wheels van may be used for "touchless" distribution of free children's books. Phase 4: Unrestricted. Return to normal for programming and building access with some prudent ongoing considerations for spacing of furniture, tables, computer stations. 100% staff on site at all locations to staff public service desks and provide more assistance, with best practices for hygiene and safety being followed. Public allowed into the building to access technology, equipment, browse collections, use tutoring rooms, etc. Full programming schedule resumes, all makerspace equipment available without appointment and with assistance as needed, Summer Learning programming resumes as normal. Community Learning Center resumes afterschool homework program and Adult programming; all makerspace equipment and Computer Lab is available for use. Learning Wheels literacy outreach van returns to a normal schedule. . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-109 Agenda Date: 5/13/2020 Version: 1 Item #: 16. Report regarding a resolution awarding a construction contract to Columbia Electric, Inc. of San Leandro, California for the Spruce Avenue and Commercial Avenue Traffic Improvements Project (Project No. tr1801) in an amount not to exceed $637,600, authorizing a total construction budget of $892,640, authorizing the City Manager to execute an agreement on behalf of the City. (Angel Torres, Senior Civil Engineer) RECOMMENDATION It is recommended that the City Council adopt a resolution awarding a construction contract to Columbia Electric, Inc. of San Leandro, California for the Spruce Avenue and Commercial Avenue Traffic Improvements Project (Project No. tr1801) in an amount not to exceed $637,600, authorizing a total construction budget of $892,640, authorizing the City Manager to execute an agreement on behalf of the City. BACKGROUND/DISCUS SION The Commercial Avenue and Spruce Avenue intersection has been identified as a priority location for a new traffic signal to replace an existing all -way stop control, along with pedestrian crossing improvements and ADA compliant curb ramps and high visibility crosswalks. The adjacent intersections within 400 feet are signalized. The stop control at Spruce Avenue and Commercial Avenue causes traffic along the Spruce Avenue coordinated system (from El Camino Real to Miller Avenue) to make abrupt stops at the intersection, which creates a potential for rear end collisions. A traffic signal at the intersection has been identified as a solution to clearly define pedestrian right of way and organize traffic flow through the intersection, and along the entire Spruce Avenue corridor. In August 2016, the City of South San Francisco (City) applied for the Cycle 8 Highway Safety Improvements Program (HSIP) grant to help fund the construction of the traffic signal improvements. In December 2016, the Commercial Ave. and Spruce Ave. Traffic Signal Improvements Project (Project) was selected to receive the HSIP grant funds. The Project proposes to improve traffic operations and pedestrian facilities by installing a new traffic signal with pedestrian countdown timers and accompanying ADA curb ramps. By replacing the existing all -way stop control with a signalized intersection, the project will increase the traffic operational efficiency during peak traffic hours thereby reducing traffic delays. The work consists of removing the existing concrete curb, gutter, and sidewalk at each of the four corners of the intersection, installation of new galvanized steel traffic signal and lighting poles; new video vehicle detection system, new traffic signal controller cabinet, new service meter cabinet and ADA compliant concrete curb ramps. The entire intersection will be milled and paved with hot mix asphalt concrete and finished with new high visibility crosswalks. The project will require the contractor to maintain pedestrian access for the entire duration of construction. Staff advertised a notice inviting bids for the project on February 27 and March 5, 2020 and posted the Notice Inviting Bids on eBidboard. On April 16, 2020, staff received six (6) bids in response. Public Works contracts are ordinarily awarded to the lowest responsible bidder whose bid is responsive to the solicitation (Public City of South San Francisco Page 1 of 3 Printed on 5/8/2020 powered by LegistarTM File #: 20-109 Agenda Date: 5/13/2020 Version: 1 Item #: 16. Contract Code §20166). The lowest responsible bidder was Columbia Electric, Inc. of San Leandro, California. Staff has verified the low bidder's current contractor's license with the California State Licensing Board and found it to be in good standing. The following is a summary of all bids received: Columbia Electric, Inc. of San Leandro, CA Ray's Electric of Oakland, CA Golden Bay Construction, Inc. of Hayward, CA Redgewick of Mountain View, CA St. Francis Electric, LLC of San Leandro, CA Interstate Grading & Paving of South San Francisco, CA The Engineer's estimate is $577,677.00. The project construction budget is as follows: Columbia Electric Construction Contract Base Bid Amount $637,600.00 $660,394.90 $679,797.50 $747,747.00 $757,865.00 $959,520.00 $637,600.00 Construction Contingency (20%) $127,520.00 Construction Management/Construction Administration (20%) $127,520.00 Total Project Construction Budget $892,640.00 The construction contingency of 20% will be used for any additional costs related to design or construction method changes during the construction operations. The construction management and administration of 20% will cover staff time and consultant costs to oversee and manage the contractor. The project utilizes federal funds, and therefore the contract requires Disadvantage Business Enterprise (DBE) participation from subcontractors and suppliers. The construction DBE goal for the project is 18%. FISCAL IMPACT The project is currently funded in the City of South San Francisco's Fiscal Year 2019-20 Capital Improvement Program (Project No. tr1801) with sufficient funds allocated to cover the Total Project Budget. The program includes $444,000 of HSIP grant funds, $666,500 of City Measure A funds with the remaining funding coming from Gas Tax, and Road Maintenance and Rehab (SB 1). RELATIONSHIP TO THE STRATEGIC PLAN This project adheres to the Strategic Plan. Approval of this action will contribute to the City's Strategic Plan outcome of improved Quality by constructing a new traffic signal to relieve traffic congestion. CONCLUSION Staff recommends awarding the construction contract to Columbia Electric, Inc. of San Leandro, California, for the Spruce Avenue and Commercial Avenue Traffic Improvements Project (Project No. tr1801). Attachment 1: Vicinity Map City of South San Francisco Page 2 of 3 Printed on 5/8/2020 powered by LegistarTM File M 20-109 Agenda Date: 5/13/2020 Version: 1 Item M 16. Attachment 2: Presentation City of South San Francisco Page 3 of 3 Printed on 5/8/2020 powered by LegistarTM ATTACHMENT 1 VICINITY MAP _„ `c tettoo� Je �un�nergve , \�D palm a/ Sp��°eP Amoura ® Aspen Ave -11 Qo� mgve arh(n 'j, Q�pe Ten ace Q Mill y 4th(^ ergve GTd Tamarack( �vxgve � nth(^ 101 nd AV@ n c` u 3rd (n M/ll(yA' o� � e Q Q Q Bertolucci's Ben Tre ® Starbucks C/rC� ecy South San FranciscoQ Tennis Dr Tsr(n DOWNTOWN aro(n 8 4th L, 2nd(" Baden Ave South S a n Basque Cultural Center Francisco EGrand Ave /d/ewOpdDr ® C°mmef°la/Ave Q angel Znd(n A Drial Park NC m Spruce Business Park anal 3 Q 101 Starbucks La Quinta Inn &Suites© �6e TOYOnAve NCa^a/St 2 Q ayarAv by Wyndham San... r .a SCa^al St > Denny's ORANGE PARK y Q ti co Dunkin'e TRAFFIC SIGNAL INSTALLATION AT INTERSECTION OF SOUTH SPRUCE AVENUE AND COMMERCIAL AVENUE CITY OF SOUTH SAN FRANCISCO, PROJECT tr1801 South San Francisco Spruce Avenue and Commercial Avenue Traffic Improvements May 13, 2020 Traffic Improvement Benefits Traffic Signal Locations (Continuity) Proposed Improvements � Project Budget � Awarding Guidelines Contractor Bid Results Table Coordinated traffic signal system along Spruce Avenue corridor Reduce traffic delays Defined pedestrian right of way Reduce or eliminate potential for rear end collisions 3 Before - Discontinuous aMrryerRye Anti u offee Shop v 9 Ave Q , � lnd� CpmmefC'argy! ural Center rS,Ln South C' y r & Sup ly QSpruc South San Francisco i Fire Department I "! �a _ After- Coordinated aMi11er q ye Ant u 0 of Shop v -den,,, ClQ Eral Cen f srin iouth ity S. SU DIY 0 Spfuc pSouth San Francisco Fire Department Signalized Intersection w/ Vehicle Image Video Reflective Backplates Detection System (VIVDS) High Visibility Ladder Crosswalks CROSSWALK LADDER DETAIL -LE Pedestrian Countdown Timers Traffic Signal Interconnect ADA Curb Ramps OF TFZ4Nso Op A Q� A 0 0 FO �� STATES OF FHWA HSIP Grant $4439366.81 California Gas Tax $121,615.70 INS wwA. California Senate Bill 1 $38,908.73 PROJECT BUDGET $892.7640.00 SMC TA Measure A $288,748.76 Design —Engineering Consultant Selection Consultant is procured through a qualifications based selection Construction — Contractor Selection Contracts are awarded to the lowest responsive bidder X 10 1 4 5 6 Columbia 2 3 Redgewick St. Francis Interstate Engineer's Golden Bay Grading & Electric Ray's Electric Construction Electric Estimate Construction Paving San Leandro Oakland CA Mountain San Leandro Hayward CA South San CA View CA CA Francisco CA TOTAL BASE BID Project awarded on $577,677.00 $637,600.00 $660,394.90 $679,797.50 $747,747.00 $757,865.00 $959,520.00 lowest Total Base Bid 10 Questions? 11 . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-110 Agenda Date: 5/13/2020 Version: 1 Item #: 16a. Resolution awarding a construction contract to Columbia Electric, Inc. of San Leandro, California for the Spruce Avenue and Commercial Avenue Traffic Improvements Project (Project No. tr1801) in an amount not to exceed $637,600, authorizing a total construction budget of $892,640, and authorizing the City Manager to execute agreements on behalf of the City. WHEREAS, Spruce Avenue and Commercial Avenue Traffic Improvements Project will install a new traffic signal at the four way intersection of Spruce Avenue and Commercial Avenue; and WHEREAS, this reconstruction of the intersection consists of removal and replacement of the concrete curb, gutter, sidewalk and curb ramps, mill and overlay of the asphalt surface, and replacement of pavement stripings and markings; and WHEREAS, staff advertised the Notice Inviting Bids for construction of the project on February 27 and March 5, 2020; and WHEREAS, on April 16, 2020, staff received six (6) sealed bids with the lowest responsive and responsible bid supplied by Columbia Electric, Inc., of San Leandro, California with a bid amount of $637,600; and WHEREAS, pursuant to Public Contract Code §20166, Public Works contracts, if awarded, are ordinarily awarded to the lowest responsible bidder whose bid is responsive to the solicitation; and WHEREAS, a construction contingency of 20% ($127,520) will be used for any additional costs related to design or construction method changes during the construction operations; and WHEREAS, a construction management and administration of 20% ($127,520) will cover staff time and consultant costs to oversee and manage the contractor; and WHEREAS, the project is included in the City of South San Francisco's Fiscal Year 2019-2020 Capital Improvement Program (Project No. tr1801). NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of South San Francisco that the City Council hereby awards a construction contract, a draft of which is attached hereto and incorporated herein as Exhibit A, for the Spruce Avenue and Commercial Avenue Traffic Improvements Project to Columbia Electric, Inc. of San Leandro, California, in an amount not to exceed $637,600 conditioned on Columbia Electric, Inc. timely execution of the Project contract and submission of all required documents, including but not limited to, certificates of insurance and endorsement, in accordance with the Project documents. BE IT FURTHER RESOLVED the City Council authorizes a total project construction budget of $892,640 and City of South San Francisco Page 1 of 2 Printed on 9/8/2020 powered by LegistarTM File #: 20-110 Agenda Date: 5/13/2020 Version: 1 Item #: 16a. authorizes the City Manager to utilize unspent amount of the total Project, if necessary, towards additional construction contingency and construction management and administration budget. BE IT FURTHER RESOLVED the City Council authorizes the City Engineer or their appointee authority to approve and exercise discretionary authority as to the final construction by providing a signature or review on the plans or associated documents. BE IT FURTHER RESOLVED the City Manager is hereby authorized to execute the construction contract in substantially the same form as that attached in Exhibit A, and any other related documents on behalf of the City upon timely submission by Columbia Electric, Inc. of the signed contract and all other documents, subject to approval by the City Attorney. BE IT FURTHER RESOLVED that the city Council authorizes the City Manager to take any other related actions consistent with the intention of the Resolution. City of South San Francisco Page 2 of 2 Printed on 9/8/2020 powered by LegistarTM EXHIBIT A: DRAFT AGREEMENT CITY OF SOUTH SAN FRANCISCO SPRUCE AVENUE AND COMMERCIAL AVENUE TRAFFIC IMPROVEMENTS PROJECT PROJECT NO. TR1801; BID NO. 2631 FEDERAL AID PROJECT NO. HSIPL 5177(041) o n 1 H 1^ C/) c'�LIFOR�1� PART I - PROPOSAL PROPOSAL FORMS FORM OF AGREEMENT FOR PUBLIC IMPROVEMENTS Page A -i CITY OF SOUTH SAN FRANCISCO ENGINEERING DIVISION FORM OF AGREEMENT FOR PUBLIC IMPROVEMENTS TABLE OF CONTENTS Paye No. 1. Scope of Work A-1 2. The Contract Documents A-1 3. Equipment - Performance of Work A-2 4. Contract Price A-2 5. Rights of City to Increase Working Days A-2 6. Option of City to Terminate Agreement in Event of Failure to Complete Work A-2 7. Termination of Contract for Convenience A-3 8. Performance by Sureties A-5 9. Hold -Harmless Agreement and Contractor's Insurance A-6 10. Insurance A-6 11. Proof of Carriage of Insurance A-7 12. Provisions Cumulative A-8 13. Form FHWA 1273 A-8 14. Federal Minimum Wage Rates A-8 15. Notices A-8 16. Interpretation A-8 Attachment A — Escrow Agreement for Security Deposits in Lieu of Retention Attachment B — FHWA Form 1273 Attachment C — Federal Minimum Wage Rates Page A-1 of 9 FORM OF AGREEMENT FOR PUBLIC IMPROVEMENTS THIS AGREEMENT made and entered into this , day of , between the CITY OF SOUTH SAN FRANCISCO, a municipal corporation and political subdivision of the State of California, hereinafter called "CITY", and <Contractor>, Inc., hereinafter called "CONTRACTOR"'. WITNESSETH: WHEREAS, City has taken appropriate proceedings to authorize construction of the public work and improvements herein provided and execution of this contract. WHEREAS, a notice was duly published for bids for the contract for the improvements hereinafter described. WHEREAS, on , notice duly given, the City Council ("Council") of said City awarded the contract for the construction of the improvements hereinafter described to the Contractor, which Contractor said Council found to be the lowest responsible bidder for said improvements. WHEREAS, City and Contractor desire to enter into this agreement for the construction of said improvements pursuant to the terms, definitions, and conditions set forth in the General Provisions and other Contract Documents. IT IS AGREED as follows: Scope of Work. Contractor shall perform the Work described briefly as follows: The Work consists of the furnishing of all labor, materials, tools, equipment, and services necessary for the construction of the SPRUCE AVENUE AND COMMERCIAL AVENUE TRAFFIC IMPROVEMENTS PROJECT in accordance with the Contract Documents. Also included are any such other items or details not mentioned above that are required by the Contract Documents, which are to be constructed or furnished and installed as shown on the plans, as specified herein and as directed by the Engineer. The aforementioned improvements are further described in the "Contract Documents" hereinafter referred to. 2. The Contract Documents. The complete Contract consists of the following documents: (A) Notice Inviting Bids (B) Part I — Submitted Proposal (as accepted) (C) This Agreement, including Contractor's Payment Bond, Faithful Performance Bond and Guaranty Bond. (D) Part II — General Conditions 'The term "Contractor" as used herein is employed without distinction as to either number or gender and shall include whenever the context shall permit all agents, representatives, employees, servants, subcontractors and business or social invitees. Page A-1 of 9 (E) Part III — Special Provisions: Special Conditions and Technical Specifications, including State Standard Specifications dated 2018, sections 10-99, as revised in Revised Standard Specifications (RSS) dated April 19, 2019 (F) Part IV —Project Plans, approved February 21, 2020 (G) Administrative subsections of the State Standard Specifications dated 2018, as specifically referenced in contract Parts I-IV and as revised in RSS dated April 19, 2019 All rights and obligations of City and Contractor are fully set forth and described in the contract documents. All of the above-named documents are intended to cooperate, so that any work called for in one and not mentioned in the other, or vice versa, is to be executed the same as if mentioned in all said documents. The documents comprising the complete contract will hereinafter be referred to as "the Contract Documents." 3. Equipment - Performance of Work. Contractor shall furnish all tools, equipment, apparatus, facilities, labor, and materials necessary to perform and complete in a good and workmanlike manner the Work of general construction as called for, and for the manner designated in, and in strict conformity with, the plans and specifications for said Work entitled: SPRUCE AVENUE AND COMMERCIAL AVENUE TRAFFIC IMPROVEMENTS PROJECT The equipment, apparatus, facilities, labor, and materials shall be furnished and said Work performed and completed as required in said plans and specifications under the direction and supervision and subject to the approval of the Engineer of said City or the Engineer's designated assistant. 4. Contract Price. City shall pay, and Contractor shall accept, in full payment for the Work agreed to be done the sum of ($). Said price is determined by the lump sum price contained in Contractor's bid proposal ("Bid"). The lump sum price and unit prices are set forth in the completed Bid forms attached hereto and made a part hereof as if set forth herein verbatim. In the event work is performed or materials furnished in addition to those set forth in Contractor's bid and the specifications herein, such work and materials will be paid for at the unit prices therein contained. Said amount shall be paid in installments as hereinafter provided. 5. Rights of City to Increase Working Days. If such Work is not completed within the time specified, the Engineer shall have the right to increase the number of working days in the amount it may determine will best serve the interest of the City. If it desires to increase said number of working days, it shall have the further right to charge to Contractor and deduct from the final payment for the Work the actual cost of engineering, inspection, superintendence, and other overhead expenses which are directly chargeable to Contractor and which accrue during the period of such extension, except that the cost of the final service and preparation of the final estimates shall not be included in such charges, provided, however, that no extension of time for the completion of such Work shall be allowed unless at least twenty (20) calendar days prior to the time herein fixed for the completion thereof or the time fixed by the Engineer for such completion as extended, Contractor shall have filed application for extension thereof, in writing with the Engineer. Page A-2 of 9 6. Option of City to Terminate Agreement in Event of Failure to Complete Work. If at any time in the opinion of the Engineer, the Contractor has refused or failed to prosecute the Work or any severable part thereof, with such diligence as will insure its work, or any completion within the time specified, or any extensions thereof, or shall have failed to complete said work within such time, or if Contractor should be adjudged a bankrupt, or if Contractor should make a general assignment for the benefit of Contractor's creditors, or if a receiver should be appointed in the event of Contractor's insolvency, or if Contractor, or any Subcontractor, should violate any of the provisions of this Agreement, the Engineer may give written notice to Contractor, and Contractor's sureties of its intention to terminate this Agreement, such notice to contain the reasons for such intention to terminate this Agreement, and unless within five calendar (5) days after the serving of such notice, such violation shall cease and satisfactory arrangements for the correction thereof be made, this Agreement may, at the option of City, upon expiration of said time, cease and terminate. Any excess of cost arising therefrom over and above the contract price will be charged against the Contractor and the Contractor's sureties who will be liable therefore. In the event of such termination, all money due the Contractor or retained under the terms of this contract shall be forfeited to the City; but such forfeiture will not release the Contractor or the Contractor's sureties from liability or failure to fulfill the contract. The Contractor and the Contractor's sureties will be credited with the amount of money so forfeited toward any excess of cost over and above the contract price, arising from the suspension termination of the operations of the contract and the completion of the Work by the City as above provided, and the Contractor will be so credited with any surplus remaining after all just claims for such completion have been paid. In the determination of the question whether there has been any such noncompliance with the contract as to warrant the suspension termination or annulment thereof, the decision of the Engineer shall be binding on all parties to the contract. 7. Termination of Contract for Convenience. The City also reserves the right to terminate the contract at any time upon a determination by the Engineer in the Engineer's sole discretion that termination of the contract is in the best interest of the City. If the City elects to terminate the contract for convenience, the termination of the contract and the total compensation payable to the Contractor shall be governed by the following: (A) The City will issue the Contractor a written notice signed by the Engineer, specifying that the contract is terminated. Upon receipt of said written notice, the Contractor will be relieved of further responsibility for damage to the Work (excluding materials) as specified in Section VII -17, "Contractor's Responsibility for the Work," of the General Conditions and, except as otherwise directed in writing by the Engineer, the Contractor shall: (1) Stop all work under the contract except that specifically directed to be completed prior to acceptance. (2) Perform work the Engineer deems necessary to secure the project for termination. (3) Remove equipment and plant from the site of the Work. (4) Take such action as is necessary to protect materials from damage. (5) Notify all subcontractors and suppliers that the contract is being terminated and that their contracts or orders are not to be further performed unless otherwise authorized in writing by the Engineer. Page A-3 of 9 (6) Provide the Engineer with an inventory list of all materials previously produced, purchased or ordered from suppliers for use in the Work and not yet used in the Work, including its storage location, and such other information as the Engineer may request. (7) Dispose of materials not yet used in the Work as directed by the Engineer. It shall be the Contractor's responsibility to provide the City with good title to all materials purchased by the City hereunder, including materials for which partial payment has been made as provided in Section IX -2, "Progress Payments," of the General Conditions and with bills of sale or other documents of title for such materials. (8) Subject to the prior written approval of the Engineer, settle all outstanding liabilities and all claims arising out of subcontracts or orders for materials terminated hereunder. To the extent directed by the Engineer, the Contractor shall assign to the City all the right, title, and interest of the Contractor under subcontracts or orders for materials terminated hereunder. (9) Furnish the Engineer with the documentation required to be furnished by the Contractor under the provisions of the contract, including, on projects as to which Federal and State funds are involved, all documentation required under the Federal and State requirements included in the contract. (10) Take such other actions as the Engineer may direct. (B) Acceptance of the contract as hereinafter specified shall not relieve the Contractor of responsibility for damage to materials. The Contractor shall continue to be responsible for damage to materials after issuance of the Notice of Termination, except as follows: (1) The Contractor's responsibility for damage to materials for which partial payment has been made as provided in Section IX -2, "Progress Payments," of the General Conditions and for materials furnished by the City for use in the Work and unused shall terminate when the Engineer certifies that such materials have been stored in the manner and at the locations the Engineer has directed. (2) The Contractor's responsibility for damage to materials purchased by the City subsequent to the issuance of the notice that the contract is to be terminated shall terminate when title and delivery of such materials has been taken by the City. (3) When the Engineer determines that the Contractor has completed the Work under the contract directed to be completed prior to termination and such other work as may have been ordered to secure the project for termination, the Contractor will recommend that the Engineer formally accept the contract to the extent performed, and immediately upon and after such acceptance by the Engineer, the Contractor will not be required to perform any further Work thereon and shall be relieved of the Contractor's contractual responsibilities for injury to persons or property which occurs after the formal acceptance of the project by the Engineer. (C) Termination of the contract shall not relieve the surety of its obligation for any just claims arising out of the work performed. (D) The total compensation to be paid to the Contractor shall be determined by the Engineer on the basis of the following: Page A-4 of 9 (1) The reasonable cost to the Contractor, without profit, for all work performed under the contract, including mobilization, demobilization and work done to secure the project for termination. In determining the reasonable cost, deductions will be made for the cost of materials to be retained by the Contractor, amounts realized by the sale of materials, and for other appropriate credits against the cost of the work. When, in the opinion of the Engineer, the cost of a contract item of work is excessively high due to costs incurred to remedy or replace defective or rejected work, the reasonable cost to be allowed will be the estimated reasonable cost of performing such work in compliance with the requirements of the plans and specifications and the excessive actual cost shall be disallowed. (2) A reasonable allowance for profit on the cost of the work performed as determined under Subsection (1), provided the Contractor establishes to the satisfaction of the Engineer that it is reasonably probable that the Contractor would have made a profit had the contract been completed and provided further, that the profit allowed shall in no event exceed four (4) percent of said cost. (3) The reasonable cost to the Contractor of handling material returned to the vendor, delivered to the City, or otherwise disposed of as directed by the Engineer. (4) A reasonable allowance for the Contractor's administrative costs in determining the amount payable due to termination of the contract. (5) A reasonable credit to the City for defective or incomplete work not corrected. All records of the Contractor and subcontractors necessary to determine compensation in accordance with the provisions of this Section 5 shall be open to inspection or audit by representatives of the City at all times after issuance of the Notice of Termination and for a period of three (3) years, thereafter, and such records shall be retained for that period. After acceptance of the Work by the Engineer, the Engineer may make payments on the basis of interim estimates pending issuance of the Final Estimate in accordance with Section IX -7, "Final Payment," of the General Conditions when, in the Engineer's opinion, the amount thus paid, together with all amounts previously paid or allowed, will not result in total compensation in excess of that to which the Contractor will be entitled. All payments, including payment upon the Final Estimate shall be subject to deduction for prior payments and amounts, if any, to be kept or retained under the provisions of the contract. If this contract is terminated by the City for cause, and it is later determined that the proper basis for a termination for cause did not exist, the termination shall be deemed to have been a termination for convenience and governed by the terms of this contract dealing with such termination. If the contract is terminated by the City for cause or convenience, such termination shall neither act as a waiver by the City of its right to require the Contractor to correct defects in the Work performed by the Contractor nor void any warranties applicable to the Work performed under the contract. The provisions of this Section 5 shall be included in all subcontracts. In the event of conflict between the termination provisions of this Section 8 and any other provision or the contract, this Section 5 shall prevail. Page A-5 of 9 8. Performance by Sureties. In the event of any termination as herein before provided, City shall immediately give written notice thereof to Contractor and Contractor's sureties and the sureties shall have the right to take over and perform the Agreement, provided, however, that if the sureties, within five (5) working days after giving them said notice of termination, do not give the City written notice of their intention to take over the performance of the Agreement and do not commence performance thereof within five (5) working days after notice to the City of such election, City may take over the Work and prosecute the same to completion by contract or by any other method it may deem advisable, for the account, and at the expense, of Contractor, and the sureties shall be liable to City for any excess cost or damages occasioned City thereby; and, in such event, City may, without liability for so doing, take possession of and utilize in completing the Work such materials, appliances, plant, and other property belonging to Contractor as may be on the site of the Work and necessary therefore. Should Contractor contract in an individual capacity, the surety bond shall contain the following provision: "Should Contractor contract in the Contractor's individual capacity, the death of the Contractor shall not relieve the surety of its obligations." 9. Hold -Harmless Agreement and Contractor's Insurance. Contractor agrees to, and shall, hold City, its elective and appointive boards, officers, agents, and employees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Contractor's or any of Subcontractor's operations under this Agreement, whether such operations be by Contractor or by any Subcontractor or Subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for, Contractor or any Subcontractor or Subcontractors. Contractor agrees to, and shall, defend City and its elective and appointive boards, officers, agents, and employees from any suits or actions at law or in equity for damages caused, or alleged to have been caused, by reason of any of the aforesaid operations, provided as follows: (A) The City does not, and shall not, waive any rights against Contractor which it may have by reason of the aforesaid hold -harmless agreement, because of the acceptance by City, or the deposit with City by Contractor, of any of the insurance policies hereinafter described in Paragraph 15, "Insurance" hereof. (B) That the aforesaid hold -harmless agreement by Contractor shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered, by reason of any of the aforesaid operations of Contractor or any Subcontractor, regardless of whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. 10. Insurance. The Contractor shall take out and maintain during the life of this Agreement the following policies of insurance: (A) Workers' Compensation and Employers' Liability Insurance providing full statutory coverage. In signing this Agreement, the Contractor makes the following certification, required by Section 1861 of the California Labor Code: "I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work of this contract". Page A-6 of 9 (B) Comprehensive General Liability Insurance. Public Liability Insurance (includes premises, elevator - if applicable, products, completed operations, personal injury and contractual): (1) Bodily Injury Liability: $ 500,000 each person $1,000,000 each occurrence (2) Property Damage Liability [includes XCU (explosion, collapse, and underground damage); water damage and broad form property damage or third party liability]: $ 500,000 per occurrence (C) Comprehensive Automobile Liability Insurance (includes owned, non -owned, and hired vehicles): (1) Bodily Injury Liability: $ 500,000 per person $1,000,000 each occurrence (2) Property Damage Liability: $ 500,000 each occurrence (D) It is agreed that the insurance required by Subsections B and C, in an aggregate amount of not less than ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000), shall be extended to include as additional insured the City of South San Francisco, its elective and appointive boards, commissions, officers, agents, employees, with respect to operations performed by the Contractor, as described herein. Evidence of this insurance described above shall be provided to City upon execution of this Agreement and shall be subject to approval of the City Attorney as to form, amount, and carrier. The policy of insurance shall also contain a provision indicating that such insurance shall not be reduced or cancelled except upon thirty (30) calendar days written notice to City. In addition, the following endorsement shall be made on said policy of insurance: "The following are named as additional insured on the above policies: The City of South San Francisco, its elective and appointive boards, officers, agents, and employees." "Notwithstanding any other provision in this policy, the insurance afforded hereunder to the City of South San Francisco shall be primary as to any other insurance or re -insurance covering or available to the City of South San Francisco, and such other insurance or reinsurance shall not be required to contribute to any liability or loss until and unless the approximate limit of liability afforded hereunder is exhausted." The above requirements that the City be named as additional insured, that the insurance shall be primary to any other, and that the insurance not be cancelled without notice, shall be provided in the form of an endorsement signed by an authorized representative of the insurance company providing coverage, who shall declare his or her authority to sign on behalf of the insurer. 11. Proof of Carriage of Insurance. Contractor shall furnish City through the Engineer, concurrently with the execution hereof, with satisfactory proof of carriage of the insurance required and Page A-7 of 9 that each carrier shall give City at least thirty (30) calendar days prior notice of the cancellation or change of any policy during the effective period of this contract. Further, if the Contractor's insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer's liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self-insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self- insured retention required to be paid as a precondition to the insurer's liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self-insured retention and also must disclose the deductible. 12. Provisions Cumulative. The provisions of this Agreement are cumulative, and in addition to and not in limitation of, any other rights or remedies available to City. 13. Form FHWA 1273. For a Federal -aid contract, form FHWA-1273 is included in this Agreement as Attachment B. Comply with its provisions. Interpret the training and promotion section as specified in section 7-1.11A of the State Standard Specifications. 14. Federal Minimum Wa eg Rates — For a Federal -aid contract, federal minimum wage rates apply and are included in the Agreement as Attachment C. 15. Notices. All notices shall be in writing and delivered in person or transmitted by certified mail, postage prepaid. Notices required to be given to City shall be addressed as follows: City Clerk City Hall, 400 Grand Avenue South San Francisco, California 94080 Notices required to be given to Contractor shall be addressed as follows: Notices required to be given sureties of Contractor shall be addressed as follows: Notices required to be given to the Escrow Agent of Contractor, if any, shall be addressed as follows: 16. Interpretation. As used herein, any gender includes each other gender, the singular includes the plural, and vice versa. IN WITNESS WHEREOF, two (2) identical counterparts of this Agreement, consisting of twelve (12) pages (being pages A-1 through A-12), each of which counterparts shall for all purposes be deemed Page A-8 of 9 an original of said Agreement, have been duly executed by the parties hereinabove named, on the day and year first hereinabove written. City Clerk ATTEST: CITY: City of South San Francisco, a municipal corporation 0 Mike Futrell, City Manager CONTRACTOR: LN (If Contractor is an individual, so state. If Contractor is a Corporation, a corporate seal or signatures of the President or Vice President and the Secretary Treasurer are required). Page A-9 of 9 ATTACHMENT A ESCROW AGREEMENT FOR SECURITY DEPOSITS IN LIEU OF RETENTION THIS ESCROW AGREEMENT is made and entered into by and between the City of South San Francisco whose address is 400 Grand Ave., P.O. Box 711, South San Francisco, CA 94083, hereinafter referred to as "City," and ,whose address is hereinafter called "Contractor" and ,whose address is , hereinafter called "Escrow Agent." For the consideration hereinafter set forth, the Owner, Contractor, and Escrow Agent agree as follows: 1. Pursuant to Section 22300 of the Public Contract Code of the State of California, Contractor has the option to deposit securities with Escrow Agent as a substitute for retention earnings required to be withheld by Owner pursuant to the Construction Contract entered into between the Owner and Contractor for in the amount of dollars ($) dated (hereinafter referred to as the "Contract"). Alternately, on written request of the Contractor, the Owner shall make payments of the retention earnings directly to the Escrow Agent. When the Contractor deposits the securities as a substitute for Contract earnings, the Escrow Agent shall notify the Owner within 10 working days of the deposit. The market value of the securities at the time of the substitution shall be at least equal to the cash amount then required to be withheld as retention under the terms of the Contract between the Owner and Contractor. Securities shall be held in the name of , and shall designate the Contractor as the beneficial owner. 2. The Owner shall make progress payments to the Contractor for those funds which otherwise would be withheld from progress payments pursuant to the Contract provisions, provided that the Escrow Agent holds securities in the form and amount specified above. 3. When the Owner makes payment of retentions earned directly to the Escrow Agent, the Escrow Agent shall hold them for the benefit of the Contractor until the time that the escrow created under this contract is terminated. The Contractor may direct the investment of the payments into securities. All terms and conditions of this agreement and the rights and responsibilities of the parties shall be equally applicable and binding when the Owner pays the Escrow Agent directly. 4. Contractor shall be responsible for paying all fees for the expenses incurred by Escrow Agent in administering the Escrow Account and all expenses of the Owner. These expenses and payment terms shall be determined by the Owner, Contractor, and Escrow Agent. 5. The interest earned on the securities or the money market accounts held in escrow and all interest earned on that interest shall be for the sole account of Contractor and shall be subject to withdrawal by Contractor at any time and from time to time without notice to the Owner. 6. Contractor shall have the right to withdraw all or any part of the principal in the Escrow Account only by written notice to Escrow Agent accompanied by written authorization from the Owner to the Escrow Agent that Owner consents to the withdrawal of the amount sought to be withdrawn by Contractor. 7. The Owner shall have a right to draw upon the securities in the event of default by the Contractor. Upon seven day's written notice to the Escrow Agent from the Owner of the default, the Escrow Agent shall immediately convert the securities to cash and shall distribute the cash as instructed by the Owner. 8. Upon receipt of written notification from the Owner certifying that the Contract is final and complete, and that the Contractor has complied with all requirements and procedures applicable to the Contract, Escrow Agent shall release to Contractor all securities and interest on deposit less escrow fees and charges of the Escrow Account. The escrow shall be closed immediately upon disbursement of all moneys and securities on deposit and payments of fees and charges. 9. Escrow Agent shall rely on the written notifications from the Owner and the Contractor pursuant to Sections (5) to (8), inclusive, of this Agreement, and the Owner and Contractor shall hold Escrow Agent harmless from Escrow Agent's release and disbursement of the securities and interest as set forth above. 10. The names of the persons who are authorized to give written notice or to receive written notice on behalf of the Owner and on behalf of Contractor in connection with the foregoing, and exemplars of their respective signatures are as follows: On behalf of Owner: On behalf of Contractor: Title Name Signature Address On behalf of Escrow Agent: Title Name Signature Address Title Name Signature Address At the time the Escrow Account is opened, the Owner and Contractor shall deliver to the Escrow Agent a fully executed counterpart of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement by their proper officers on the date first set forth above. Owner: Title Name Signature Approved as to form: City Attorney Date Contractor: Title Name Signature Attest: City Clerk ATTACHMENT B FORM 1273 REQUIRED CONTRACT PROVISIONS FEDERAL -AID CONSTRUCTION CONTRACTS I. General II. Nondiscrimination III. Nonsegregated Facilities IV. Davis -Bacon and Related Act Provisions V. Contract Work Hours and Safety Standards Act Provisions A. Subletting or Assigning the Contract VII. Safety: Accident Prevention VIII. False Statements Concerning Highway Projects IX. Implementation of Clean Air Act and Federal Water Pollution Control Act X. Compliance with Governmentwide Suspension and Debarment Requirements A. Certification Regarding Use of Contract Funds for Lobbying ATTACHMENTS A. Employment and Materials Preference for Appalachian Development Highway System or Appalachian Local Access Road Contracts (included in Appalachian contracts only) I. GENERAL 1. Form FHWA-1273 must be physically incorporated in each construction contract funded under Title 23 (excluding emergency contracts solely intended for debris removal). The contractor (or subcontractor) must insert this form in each subcontract and further require its inclusion in all lower tier subcontracts (excluding purchase orders, rental agreements and other agreements for supplies or services). The applicable requirements of Form FHWA-1273 are incorporated by reference for work done under any purchase order, rental agreement or agreement for other services. The prime contractor shall be responsible for compliance by any subcontractor, lower -tier subcontractor or service provider. Form FHWA-1273 must be included in all Federal -aid design -build contracts, in all subcontracts and in lower tier subcontracts (excluding subcontracts for design services, purchase orders, rental agreements and other agreements for supplies or services). The design -builder shall be responsible for compliance by any subcontractor, lower -tier subcontractor or service provider. Contracting agencies may reference Form FHWA-1273 in bid proposal or request for proposal documents, however, the Form FHWA-1273 must be physically incorporated (not referenced) in all contracts, subcontracts and lower -tier subcontracts (excluding purchase orders, rental agreements and other agreements for supplies or services related to a construction contract). 2. Subject to the applicability criteria noted in the following sections, these contract provisions shall apply to all work performed on the contract by the contractor's own organization and with the assistance of workers under the contractor's immediate superintendence and to all work performed on the contract by piecework, station work, or by subcontract. 3. A breach of any of the stipulations contained in these Required Contract Provisions may be sufficient grounds for withholding of progress payments, withholding of final payment, termination of the contract, suspension / debarment or any other action determined to be appropriate by the contracting agency and FHWA. 4. Selection of Labor: During the performance of this contract, the contractor shall not use convict labor for any purpose within the limits of a construction project on a Federal -aid highway unless it is labor performed by convicts who are on parole, supervised release, or probation. The term Federal -aid highway does not include roadways functionally classified as local roads or rural minor collectors. II. NONDISCRIMINATION The provisions of this section related to 23 CFR Part 230 are applicable to all Federal -aid construction contracts and to all related construction subcontracts of $10,000 or more. The provisions of 23 CFR Part 230 are not applicable to material supply, engineering, or architectural service contracts. FHWA-1273 -- Revised May 1, 2012 In addition, the contractor and all subcontractors must comply with the following policies: Executive Order 11246, 41 CFR 60, 29 CFR 1625- 1627, Title 23 USC Section 140, the Rehabilitation Act of 1973, as amended (29 USC 794), Title VI of the Civil Rights Act of 1964, as amended, and related regulations including 49 CFR Parts 21, 26 and 27; and 23 CFR Parts 200, 230, and 633. The contractor and all subcontractors must comply with: the requirements of the Equal Opportunity Clause in 41 CFR 60-1.4(b) and, for all construction contracts exceeding $10,000, the Standard Federal Equal Employment Opportunity Construction Contract Specifications in 41 CFR 60-4.3. Note: The U.S. Department of Labor has exclusive authority to determine compliance with Executive Order 11246 and the policies of the Secretary of Labor including 41 CFR 60, and 29 CFR 1625-1627. The contracting agency and the FHWA have the authority and the responsibility to ensure compliance with Title 23 USC Section 140, the Rehabilitation Act of 1973, as amended (29 USC 794), and Title VI of the Civil Rights Act of 1964, as amended, and related regulations including 49 CFR Parts 21, 26 and 27; and 23 CFR Parts 200, 230, and 633. The following provision is adopted from 23 CFR 230, Appendix A, with appropriate revisions to conform to the U.S. Department of Labor (US DOL) and FHWA requirements. 1. Equal Employment Opportunity: Equal employment opportunity (EEO) requirements not to discriminate and to take affirmative action to assure equal opportunity as set forth under laws, executive orders, rules, regulations (28 CFR 35, 29 CFR 1630, 29 CFR 1625-1627, 41 CFR 60 and 49 CFR 27) and orders of the Secretary of Labor as modified by the provisions prescribed herein, and imposed pursuant to 23 U.S.C. 140 shall constitute the EEO and specific affirmative action standards for the contractor's project activities under this contract. The provisions of the Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq.) set forth under 28 CFR 35 and 29 CFR 1630 are incorporated by reference in this contract. In the execution of this contract, the contractor agrees to comply with the following minimum specific requirement activities of EEO: a. The contractor will work with the contracting agency and the Federal Government to ensure that it has made every good faith effort to provide equal opportunity with respect to all of its terms and conditions of employment and in their review of activities under the contract. b. The contractor will accept as its operating policy the following statement: "It is the policy of this Company to assure that applicants are employed, and that employees are treated during employment, without regard to their race, religion, sex, color, national origin, age or disability. Such action shall include: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship, pre -apprenticeship, and/or on- the-job training." 2. EEO Officer: The contractor will designate and make known to the contracting officers an EEO Officer who will have the responsibility for and must be capable of effectively administering and promoting an active EEO program and who must be assigned adequate authority and responsibility to do so 3. Dissemination of Policy: All members of the contractor's staff who are authorized to hire, supervise, promote, and discharge employees, or who recommend such action, or who are substantially involved in such action, will be made fully cognizant of, and will implement, the contractor's EEO policy and contractual responsibilities to provide EEO in each grade and classification of employment. To ensure that the above agreement will be met, the following actions will be taken as a minimum: a. Periodic meetings of supervisory and personnel office employees will be conducted before the start of work and then not less often than once every six months, at which time the contractor's EEO policy and its implementation will be reviewed and explained. The meetings will be conducted by the EEO Officer. b. All new supervisory or personnel office employees will be given a thorough indoctrination by the EEO Officer, covering all major aspects of the contractor's EEO obligations within thirty days following their reporting for duty with the contractor. c. All personnel who are engaged in direct recruitment for the project will be instructed by the EEO Officer in the contractor's procedures for locating and hiring minorities and women. d. Notices and posters setting forth the contractor's EEO policy will be placed in areas readily accessible to employees, applicants for employment and potential employees. e. The contractor's EEO policy and the procedures to implement such policy will be brought to the attention of employees by means of meetings, employee handbooks, or other appropriate means. 4. Recruitment: When advertising for employees, the contractor will include in all advertisements for employees the notation: "An Equal Opportunity Employer." All such advertisements will be placed in publications having a large circulation among minorities and women in the area from which the project work force would normally be derived. a. The contractor will, unless precluded by a valid bargaining agreement, conduct systematic and direct recruitment through public and private employee referral sources likely to yield qualified minorities and women. To meet this requirement, the contractor will identify sources of potential minority group employees, and establish with such identified sources procedures whereby minority and women applicants may be referred to the contractor for employment consideration. b. In the event the contractor has a valid bargaining agreement providing for exclusive hiring hall referrals, the contractor is expected to observe the provisions of that agreement to the extent that the system meets the contractor's compliance with EEO contract provisions. Where implementation of such an agreement has the effect of discriminating against minorities or women, or obligates the contractor to do the same, such implementation violates Federal nondiscrimination provisions. c. The contractor will encourage its present employees to refer minorities and women as applicants for employment. Information and procedures with regard to referring such applicants will be discussed with employees. 5. Personnel Actions: Wages, working conditions, and employee benefits shall be established and administered, and personnel actions of every type, including hiring, upgrading, promotion, transfer, demotion, layoff, and termination, shall be taken without regard to race, color, religion, sex, national origin, age or disability. The following procedures shall be followed: a. The contractor will conduct periodic inspections of project sites to insure that working conditions and employee facilities do not indicate discriminatory treatment of project site personnel. b. The contractor will periodically evaluate the spread of wages paid within each classification to determine any evidence of discriminatory wage practices. c. The contractor will periodically review selected personnel actions in depth to determine whether there is evidence of discrimination. Where evidence is found, the contractor will promptly take corrective action. If the review indicates that the discrimination may extend beyond the actions reviewed, such corrective action shall include all affected persons. d. The contractor will promptly investigate all complaints of alleged discrimination made to the contractor in connection with its obligations under this contract, will attempt to resolve such complaints, and will take appropriate corrective action within a reasonable time. If the investigation indicates that the discrimination may affect persons other than the complainant, such corrective action shall include such other persons. Upon completion of each investigation, the contractor will inform every complainant of all of their avenues of appeal. 6. Training and Promotion: a. The contractor will assist in locating, qualifying, and increasing the skills of minorities and women who are applicants for employment or current employees. Such efforts should be aimed at developing full journey level status employees in the type of trade or job classification involved. b. Consistent with the contractor's work force requirements and as permissible under Federal and State regulations, the contractor shall make full use of training programs, i.e., apprenticeship, and on-the-job training programs for the geographical area of contract performance. In the event a special provision for training is provided under this contract, this subparagraph will be superseded as indicated in the special provision. The contracting agency may reserve training positions for persons who receive welfare assistance in accordance with 23 U.S.C. 140(a). c. The contractor will advise employees and applicants for employment of available training programs and entrance requirements for each. d. The contractor will periodically review the training and promotion potential of employees who are minorities and women and will encourage eligible employees to apply for such training and promotion. 7. Unions: If the contractor relies in whole or in part upon unions as a source of employees, the contractor will use good faith efforts to obtain the cooperation of such unions to increase opportunities for minorities and women. Actions by the contractor, either directly or through a contractor's association acting as agent, will include the procedures set forth below: a. The contractor will use good faith efforts to develop, in cooperation with the unions, joint training programs aimed toward qualifying more minorities and women for membership in the unions and increasing the skills of minorities and women so that they may qualify for higher paying employment. b. The contractor will use good faith efforts to incorporate an EEO clause into each union agreement to the end that such union will be contractually bound to refer applicants without regard to their race, color, religion, sex, national origin, age or disability. c. The contractor is to obtain information as to the referral practices and policies of the labor union except that to the extent such information is within the exclusive possession of the labor union and such labor union refuses to furnish such information to the contractor, the contractor shall so certify to the contracting agency and shall set forth what efforts have been made to obtain such information. d. In the event the union is unable to provide the contractor with a reasonable flow of referrals within the time limit set forth in the collective bargaining agreement, the contractor will, through independent recruitment efforts, fill the employment vacancies without regard to race, color, religion, sex, national origin, age or disability; making full efforts to obtain qualified and/or qualifiable minorities and women. The failure of a union to provide sufficient referrals (even though it is obligated to provide exclusive referrals under the terms of a collective bargaining agreement) does not relieve the contractor from the requirements of this paragraph. Ir the event the union referral practice prevents the contractor from meeting the obligations pursuant to Executive Order 11246, as amended, and these special provisions, such contractor shall immediately notify the contracting agency. 8. Reasonable Accommodation for Applicants / Employees with Disabilities: The contractor must be familiar with the requirements for and comply with the Americans with Disabilities Act and all rules and regulations established there under. Employers must provide reasonable accommodation in all employment activities unless to do so would cause an undue hardship. 9. Selection of Subcontractors, Procurement of Materials and Leasing of Equipment: The contractor shall not discriminate on the grounds of race, color, religion, sex, national origin, age or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The contractor shall take all necessary and reasonable steps to ensure nondiscrimination in the administration of this contract. a. The contractor shall notify all potential subcontractors and suppliers and lessors of their EEO obligations under this contract. b. The contractor will use good faith efforts to ensure subcontractor compliance with their EEO obligations. 10. Assurance Required by 49 CFR 26.13(b): a. The requirements of 49 CFR Part 26 and the State DOT's U.S. DOT -approved DBE program are incorporated by reference. b. The contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT -assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the contracting agency deems appropriate. 11. Records and Reports: The contractor shall keep such records as necessary to document compliance with the EEO requirements. Such records shall be retained for a period of three years following the date of the final payment to the contractor for all contract work and shall be available at reasonable times and places for inspection by authorized representatives of the contracting agency and the FHWA. a. The records kept by the contractor shall document the following: (1) The number and work hours of minority and non -minority group members and women employed in each work classification on the project; (2) The progress and efforts being made in cooperation with unions, when applicable, to increase employment opportunities for minorities and women; and (3) The progress and efforts being made in locating, hiring, training, qualifying, and upgrading minorities and women; b. The contractors and subcontractors will submit an annual report to the contracting agency each July for the duration of the project, indicating the number of minority, women, and non - minority group employees currently engaged in each work classification required by the contract work. This information is to be reported on Form FHWA-1391. The staffing data should represent the project work force on board in all or any part of the last payroll period preceding the end of July. If on-the-job training is being required by special provision, the contractor will be required to collect and report training data. The employment data should reflect the work force on board during all or any part of the last payroll period preceding the end of July. III. NONSEGREGATED FACILITIES This provision is applicable to all Federal -aid construction contracts and to all related construction subcontracts of $10,000 or more. The contractor must ensure that facilities provided for employees are provided in such a manner that segregation on the basis of race, color, religion, sex, or national origin cannot result. The contractor may neither require such segregated use by written or oral policies nor tolerate such use by employee custom. The contractor's obligation extends further to ensure that its employees are not assigned to perform their services at any location, under the contractor's control, where the facilities are segregated. The term "facilities" includes waiting rooms, work areas, restaurants and other eating areas, time clocks, restrooms, washrooms, locker rooms, and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing provided for employees. The contractor shall provide separate or single -user restrooms and necessary dressing or sleeping areas to assure privacy between sexes. IV. DAVIS-BACON AND RELATED ACT PROVISIONS This section is applicable to all Federal -aid construction projects exceeding $2,000 and to all related subcontracts and lower -tier subcontracts (regardless of subcontract size). The requirements apply to all projects located within the right-of-way of a roadway that is functionally classified as Federal -aid highway. This excludes roadways functionally classified as local roads or rural minor collectors, which are exempt. Contracting agencies may elect to apply these requirements to other projects. The following provisions are from the U.S. Department of Labor regulations in 29 CFR 5.5 "Contract provisions and related matters" with minor revisions to conform to the FHWA-1273 format and FHWA program requirements. 1. Minimum wages a. All laborers and mechanics employed or working upon the site of the work, will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis -Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph 1.d. of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, That the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classification and wage rates conformed under paragraph 1.b. of this section) and the Davis -Bacon poster (WH -1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. b. (1) The contracting officer shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (i) The work to be performed by the classification requested is not performed by a classification in the wage determination; and (ii) The classification is utilized in the area by the construction industry; and (iii) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (2) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30 -day period that additional time is necessary. (3) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Wage and Hour Administrator for determination. The Wage and Hour Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30 -day period that additional time is necessary. (4) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs 1.b.(2) or 1.b.(3) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. C. Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. d. If the contractor does not make payments to a trustee or other third person, the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis -Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. 2. Withholding The contracting agency shall upon its own action or upon written request of an authorized representative of the Department of Labor, withhold or cause to be withheld from the contractor under this contract, or any other Federal contract with the same prime contractor, or any other federally -assisted contract subject to Davis -Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work, all or part of the wages required by the contract, the contracting agency may, after written notice to the contractor, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. 3. Payrolls and basic records a. Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work. Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis -Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis -Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. b. (1) The contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to the contracting agency. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i), except that full social security numbers and home addresses shall not be included on weekly transmittals. Instead the payrolls shall only need to include an individually identifying number for each employee ( e.g. , the last four digits of the employee's social security number). The required weekly payroll information may be submitted in any form desired. Optional Form WH -347 is available for this purpose from the Wage and Hour Division Web site at http://www.dol.gov/esa/whd/forms/wh347instr.htm or its successor site. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. Contractors and subcontractors shall maintain the full social security number and current address of each covered worker, and shall provide them upon request to the contracting agency for transmission to the State DOT, the FHWA or the Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements. It is not a violation of this section for a prime contractor to require a subcontractor to provide addresses and social security numbers to the prime contractor for its own records, without weekly submission to the contracting agency.. (2) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (i) That the payroll for the payroll period contains the information required to be provided under §5.5 (a)(3)(ii) of Regulations, 29 CFR part 5, the appropriate information is being maintained under §5.5 (a)(3)(i) of Regulations, 29 CFR part 5, and that such information is correct and complete; (ii) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3; (iii) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (3) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH -347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph 3.b.(2) of this section. (4) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. c. The contractor or subcontractor shall make the records required under paragraph 3.a. of this section available for inspection, copying, or transcription by authorized representatives of the contracting agency, the State DOT, the FHWA, or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, the FHWA may, after written notice to the contractor, the contracting agency or the State DOT, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. 4. Apprentices and trainees a. Apprentices (programs of the USDOL). Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency recognized by the Office, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Office of Apprenticeship Training, Employer and Labor Services or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Office of Apprenticeship Training, Employer and Labor Services, or a State Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. b. Trainees (programs of the USDOL). Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. c. Equal employment opportunity. The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR part 30. d. Apprentices and Trainees (programs of the U.S. DOT). Apprentices and trainees working under apprenticeship and skill training programs which have been certified by the Secretary of Transportation as promoting EEO in connection with Federal -aid highway construction programs are not subject to the requirements of paragraph 4 of this Section IV. The straight time hourly wage rates for apprentices and trainees under such programs will be established by the particular programs. The ratio of apprentices and trainees to journeymen shall not be greater than permitted by the terms of the particular program. 5. Compliance with Copeland Act requirements. The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract. 6. Subcontracts. The contractor or subcontractor shall insert Form FHWA-1273 in any subcontracts and also require the subcontractors to include Form FHWA-1273 in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5. 7. Contract termination: debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. Compliance with Davis -Bacon and Related Act requirements. All rulings and interpretations of the Davis -Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract. 9. Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives. 10. Certification of eligibility. a. By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1). b. No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1). c. The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. V. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT The following clauses apply to any Federal -aid construction contract in an amount in excess of $100,000 and subject to the overtime provisions of the Contract Work Hours and Safety Standards Act. These clauses shall be inserted in addition to the clauses required by 29 CFR 5.5(a) or 29 CFR 4.6. As used in this paragraph, the terms laborers and mechanics include watchmen and guards. 1. Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. 2. Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (1.) of this section, the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1.) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1.) of this section. 3. Withholding for unpaid wages and liquidated damages. The FHWA or the contacting agency shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally - assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2.) of this section. 4. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1.) through (4.) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1.) through (4.) of this section. VI. SUBLETTING OR ASSIGNING THE CONTRACT This provision is applicable to all Federal -aid construction contracts on the National Highway System. 1. The contractor shall perform with its own organization contract work amounting to not less than 30 percent (or a greater percentage if specified elsewhere in the contract) of the total original contract price, excluding any specialty items designated by the contracting agency. Specialty items may be performed by subcontract and the amount of any such specialty items performed may be deducted from the total original contract price before computing the amount of work required to be performed by the contractor's own organization (23 CFR 635.116). a. The term "perform work with its own organization" refers to workers employed or leased by the prime contractor, and equipment owned or rented by the prime contractor, with or without operators. Such term does not include employees or equipment of a subcontractor or lower tier subcontractor, agents of the prime contractor, or any other assignees. The term may include payments for the costs of hiring leased employees from an employee leasing firm meeting all relevant Federal and State regulatory requirements. Leased employees may only be included in this term if the prime contractor meets all of the following conditions: (1) the prime contractor maintains control over the supervision of the day-to-day activities of the leased employees; (2) the prime contractor remains responsible for the quality of the work of the leased employees; (3) the prime contractor retains all power to accept or exclude individual employees from work on the project; and (4) the prime contractor remains ultimately responsible for the payment of predetermined minimum wages, the submission of payrolls, statements of compliance and all other Federal regulatory requirements. b. "Specialty Items" shall be construed to be limited to work that requires highly specialized knowledge, abilities, or equipment not ordinarily available in the type of contracting organizations qualified and expected to bid or propose on the contract as a whole and in general are to be limited to minor components of the overall contract. 2. The contract amount upon which the requirements set forth in paragraph (1) of Section VI is computed includes the cost of material and manufactured products which are to be purchased or produced by the contractor under the contract provisions. 3. The contractor shall furnish (a) a competent superintendent or supervisor who is employed by the firm, has full authority to direct performance of the work in accordance with the contract requirements, and is in charge of all construction operations (regardless of who performs the work) and (b) such other of its own organizational resources (supervision, management, and engineering services) as the contracting officer determines is necessary to assure the performance of the contract. 4. No portion of the contract shall be sublet, assigned or otherwise disposed of except with the written consent of the contracting officer, or authorized representative, and such consent when given shall not be construed to relieve the contractor of any responsibility for the fulfillment of the contract. Written consent will be given only after the contracting agency has assured that each subcontract is evidenced in writing and that it contains all pertinent provisions and requirements of the prime contract. 5. The 30% self -performance requirement of paragraph (1) is not applicable to design -build contracts; however, contracting agencies may establish their own self -performance requirements. VII. SAFETY: ACCIDENT PREVENTION This provision is applicable to all Federal -aid construction contracts and to all related subcontracts. 1. In the performance of this contract the contractor shall comply with all applicable Federal, State, and local laws governing safety, health, and sanitation (23 CFR 635). The contractor shall provide all safeguards, safety devices and protective equipment and take any other needed actions as it determines, or as the contracting officer may determine, to be reasonably necessary to protect the life and health of employees on the job and the safety of the public and to protect property in connection with the performance of the work covered by the contract. 2. It is a condition of this contract, and shall be made a condition of each subcontract, which the contractor enters into pursuant to this contract, that the contractor and any subcontractor shall not permit any employee, in performance of the contract, to work in surroundings or under conditions which are unsanitary, hazardous or dangerous to his/her health or safety, as determined under construction safety and health standards (29 CFR 1926) promulgated by the Secretary of Labor, in accordance with Section 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3704). 3. Pursuant to 29 CFR 1926.3, it is a condition of this contract that the Secretary of Labor or authorized representative thereof, shall have right of entry to any site of contract performance to inspect or investigate the matter of compliance with the construction safety and health standards and to carry out the duties of the Secretary under Section 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C.3704). VIII. FALSE STATEMENTS CONCERNING HIGHWAY PROJECTS This provision is applicable to all Federal -aid construction contracts and to all related subcontracts. In order to assure high quality and durable construction in conformity with approved plans and specifications and a high degree of reliability on statements and representations made by engineers, contractors, suppliers, and workers on Federal -aid highway projects, it is essential that all persons concerned with the project perform their functions as carefully, thoroughly, and honestly as possible. Willful falsification, distortion, or misrepresentation with respect to any facts related to the project is a violation of Federal law. To prevent any misunderstanding regarding the seriousness of these and similar acts, Form FHWA- 1022 shall be posted on each Federal -aid highway project (23 CFR 635) in one or more places where it is readily available to all persons concerned with the project: 18 U.S.C. 1020 reads as follows: "Whoever, being an officer, agent, or employee of the United States, or of any State or Territory, or whoever, whether a person, association, firm, or corporation, knowingly makes any false statement, false representation, or false report as to the character, quality, quantity, or cost of the material used or to be used, or the quantity or quality of the work performed or to be performed, or the cost thereof in connection with the submission of plans, maps, specifications, contracts, or costs of construction on any highway or related project submitted for approval to the Secretary of Transportation; or Whoever knowingly makes any false statement, false representation, false report or false claim with respect to the character, quality, quantity, or cost of any work performed or to be performed, or materials furnished or to be furnished, in connection with the construction of any highway or related project approved by the Secretary of Transportation; or Whoever knowingly makes any false statement or false representation as to material fact in any statement, certificate, or report submitted pursuant to provisions of the Federal -aid Roads Act approved July 1, 1916, (39 Stat. 355), as amended and supplemented; Shall be fined under this title or imprisoned not more than 5 years or both." IX. IMPLEMENTATION OF CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT This provision is applicable to all Federal -aid construction contracts and to all related subcontracts. By submission of this bid/proposal or the execution of this contract, or subcontract, as appropriate, the bidder, proposer, Federal -aid construction contractor, or subcontractor, as appropriate, will be deemed to have stipulated as follows: 1. That any person who is or will be utilized in the performance of this contract is not prohibited from receiving an award due to a violation of Section 508 of the Clean Water Act or Section 306 of the Clean Air Act. 2. That the contractor agrees to include or cause to be included the requirements of paragraph (1) of this Section X in every subcontract, and further agrees to take such action as the contracting agency may direct as a means of enforcing such requirements. X. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION This provision is applicable to all Federal -aid construction contracts, design -build contracts, subcontracts, lower -tier subcontracts, purchase orders, lease agreements, consultant contracts or any other covered transaction requiring FHWA approval or that is estimated to cost $25,000 or more — as defined in 2 CFR Parts 180 and 1200. 1. Instructions for Certification — First Tier Participants: a. By signing and submitting this proposal, the prospective first tier participant is providing the certification set out below. b. The inability of a person to provide the certification set out below will not necessarily result in denial of participation in this covered transaction. The prospective first tier participant shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prospective first tier participant to furnish a certification or an explanation shall disqualify such a person from participation in this transaction. c. The certification in this clause is a material representation of fact upon which reliance was placed when the contracting agency determined to enter into this transaction. If it is later determined that the prospective participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the contracting agency may terminate this transaction for cause of default. d. The prospective first tier participant shall provide immediate written notice to the contracting agency to whom this proposal is submitted if any time the prospective first tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. e. The terms "covered transaction," "debarred," "suspended "ineligible," "participant," "person," "principal," and "voluntarily excluded," as used in this clause, are defined in 2 CFR Parts 180 and 1200. "First Tier Covered Transactions" refers to any covered transaction between a grantee or subgrantee of Federal funds and a participant (such as the prime or general contract). "Lower Tier Covered Transactions" refers to any covered transaction under a First Tier Covered Transaction (such as subcontracts). "First Tier Participant" refers to the participant who has entered into a covered transaction with a grantee or subgrantee of Federal funds (such as the prime or general contractor). "Lower Tier Participant" refers any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and suppliers). f. The prospective first tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency entering into this transaction. g. The prospective first tier participant further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transactions," provided by the department or contracting agency, entering into this covered transaction, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions exceeding the $25,000 threshold. h. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any lower tier prospective participants, each participant may, but is not required to, check the Excluded Parties List System website (htgps://www.ols.gov/), which is compiled by the General Services Administration. i. Nothing contained in the foregoing shall be construed to require the establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of the prospective participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. j. Except for transactions authorized under paragraph (f) of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause or default. 2. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion — First Tier Participants: a. The prospective first tier participant certifies to the best of its knowledge and belief, that it and its principals: (1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency; (2) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (3) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (a)(2) of this certification; and (4) Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or local) terminated for cause or default. b. Where the prospective participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. 2. Instructions for Certification - Lower Tier Participants: (Applicable to all subcontracts, purchase orders and other lower tier transactions requiring prior FHWA approval or estimated to cost $25,000 or more - 2 CFR Parts 180 and 1200) a. By signing and submitting this proposal, the prospective lower tier is providing the certification set out below. b. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department, or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. c. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous by reason of changed circumstances. d. The terms "covered transaction," "debarred," "suspended," "ineligible," "participant," "person," "principal," and "voluntarily excluded," as used in this clause, are defined in 2 CFR Parts 180 and 1200. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. "First Tier Covered Transactions" refers to any covered transaction between a grantee or subgrantee of Federal funds and a participant (such as the prime or general contract). "Lower Tier Covered Transactions' refers to any covered transaction under a First Tier Covered Transaction (such as subcontracts). "First Tier Participant" refers to the participant who has entered into a covered transaction with a grantee or subgrantee of Federal funds (such as the prime or general contractor). "Lower Tier Participant' refers any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and suppliers). e. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. f. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions exceeding the $25,000 threshold. g. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any lower tier prospective participants, each participant may, but is not required to, check the Excluded Parties List System website (htVs://www.gpls.gov/), which is compiled by the General Services Administration. h. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. L Except for transactions authorized under paragraph a of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion --Lower Tier Participants: 1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency. 2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. XI. CERTIFICATION REGARDING USE OF CONTRACT FUNDS FOR LOBBYING This provision is applicable to all Federal -aid construction contracts and to all related subcontracts which exceed $100,000 (49 CFR 20). 1. The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 2. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 3. The prospective participant also agrees by submitting its bid or proposal that the participant shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such recipients shall certify and disclose accordingly . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-111 Agenda Date: 5/13/2020 Version: 1 Item #: 17. Report regarding a resolution awarding a construction contract to G. Bortolotto & Co., Inc. of San Carlos, California for the OBAG 2: Street Rehabilitation Project (Project No. stl93d) in an amount not to exceed $1,273,489.30, authorizing a total construction budget of $1,591,861.30, and authorizing the City Manager to execute an agreement on behalf of the City. (Angel Torres, Senior Civil Engineer and Peter Vorametsanti, Consulting Project Manager) RECOMMENDATION Recommendation It is recommended that the City Council adopt a resolution awarding a construction contract to G. Bortolotto & Co., Inc. of San Carlos, California for the OBAG-2: Street Rehabilitation Project (Project No. st193d) in an amount not to exceed $1,273,489.30, authorizing a total construction budget of $1,591,861.30, authorizing the City Manager to execute an agreement on behalf of the City. BACKGROUND/DISCUSSION The OBAG-2: Street Rehabilitation Project will rehabilitate sections of the following City streets: Alida Way, Camaritas Avenue, Hickey Boulevard, San Felipe Avenue, and South Spruce Avenue through mill and overlay of the asphalt surface, and improve the curb ramps on these areas. The work consists of asphalt grind and overlay including adjusting utility covers, concrete removal and replacement, base repair, crack sealing, reinstalling the traffic striping and markings in various areas of South San Francisco. Staff advertised a notice inviting bids for the project on February 28 and March 6, 2020 and posted the Notice Inviting Bids on e-Bidboard. On April 17, 2020, staff received five (5) bids in response. Public Works contracts are ordinarily awarded to the lowest responsible bidder whose bid is responsive to the solicitation. (Public Contract Code §20166). The lowest responsible bidder was G. Bortolotto & Co., Inc. of San Carlos, California. Staff has verified the low bidder's current contractor's license with the California State Licensing Board and found it to be in good standing. The following is a summary of all bids received: Base Bid Amount G. Bortolotto & Co., Inc. of San Carlos, California $1,273,489.30 DeSilva Gates Construction LLP of Dublin, CA $1,299,299.00 MCK Services of Concord, CA $1,494,742.75 Interstate Grading & Paving of South San Francisco, CA $1,531,035.30 O'Grady Paving, Inc. of Mountain View, CA $1,667,930.20 The Engineer's estimate is $1,174,566.00. City of South San Francisco Page 1 of 2 Printed on 5/8/2020 powered by LegistarTM File #: 20-111 Agenda Date: 5/13/2020 Version: 1 Item #: 17. The project construction budget is as follows: G. Bortolotto Construction Contract $1,273,489.30 Construction Contingency (15%) $ 191,023.00 Construction Management/Construction Administration (10%) $ 127,349.00 Total Project Construction Budget $1,591,861.30 The construction contingency of 15% will be used for any additional costs related to design or construction method changes during the construction operations. The construction management and administration of 10% will cover staff time and consultant costs to oversee and manage the contractor. The project utilizes federal funds, and therefore the contract requires Disadvantage Business Enterprise (DBE) participation from subcontractors and suppliers. The construction DBE goal for the project is 14%. FISCAL IMPACT The project is currently funded in the City of South San Francisco's Fiscal Year 2019-20 Capital Improvement Program (Project No. stl903) with sufficient funds allocated to cover the Total Project Budget. The program includes $938,366.93 of OBAG 2 grant funds, with the remaining funding coming from $211,265.58 Measure A, $7,875.25 Gas Tax, $214,142.94 City Measure W, and $220,210.60 San Mateo County Measure W for a total of $1,591,861.30. RELATIONSHIP TO THE STRATEGIC PLAN This project adheres to the Strategic Plan. Approval of this action will contribute to the City's Strategic Plan outcome of improved Quality of Life by rehabilitating existing streets and curb ramps and helping maintain existing City infrastructure. CONCLUSION Staff recommends awarding the construction contract to G. Bortolotto & Co., Inc. of San Carlos, California, for the OBAG 2: Street Rehabilitation Project which provides needed repairs these streets and will help the City maintain the City's Street Pavement Index at an acceptable level. Attachment 1: OBAG 2 - Location Map Attachment 2: Presentation City of South San Francisco Page 2 of 2 Printed on 5/8/2020 powered by LegistarTM ti �!City of South San Francisot Feature Legend 2.25 IN MILL AND 2.25 IN OVERLAY 2.51N MILL AND 2.5 IN OVERLAY 3 IN MILL AND 3 IN OVERLAY 3.51N MILL AND 3.5 IN OVERLAY 0 0.5 Miles Attachment 1: OBAG 2 - Street List yY va Hickey Blvd ° LO 10 SUNSHINE � SignIH P S001)S001)San Francisco Cl 1 GARDENS ate br pad iyaY LX114 SIGH FILL O P ' C,/LIr south 'i Ctr 4v 7 ararLV 3 San d 'a Fraricl�co 9 1,�ltdlcal '�C� v � ro 4rth f„ �1'I`lkr,q t Comer SERRA HJGH NDS $rd&, is4qa A ` n Felipe Ave >DOWNTEL CAMINO� T "cr SOUTH ' n + C' NI`tW x hn br F FRANC I Camaritas Ave H� C� lb f# %a } d '# 0.0 ORANGE PARK o Y f - Baden WQYG Or V, California Golf Club OF SF �P Aloda Sellick Park ' a Spruce Ave .. South San Francisco OBAG z: Street Rehabilitation May 13, 2020 Street Improvement Background Street Rehabilitation Locations Proposed Improvements � Project Budget Awarding Guidelines Bid Tables 2018 Metropolitan Transportation Commission (MTC) second round One Bay Area Grant Program (OBAG 2) ($190279000) Street Rehabilitation list randomly selected by MTC StreetSaver Pavement Management Program (PMP). Street Rehabilitation (Neighborhoods: Winston Manor, Sierra Highlands, Buri Buri, Avalon, Lindenville) 3 Pavement Rehabilitation Locations Alicia Way Camaritas Avenue Hickey Boulevard San Felipe Avenue South Spruce Avenue aryaF Attachment 1: OBAG 2 - Street List Feature legend • 25'NXMGl M03S �IX��.m4AL.ri ■ lNNtl1 MIG]NG4ERE.Y � 35NUI�Mm ]SNOVERinv M �♦ i d e� SI/N SHINE 3 i ` u.�f�fnYoao �7 � CARD LNS d -G.w d f � i� .¢"�. � � y •...• 4 f "14 53GH Hitt �, SSa� `� 1�'•. f d �, �• vNr�,I�...N.a ;�„IN rE f .�' ` a a l , ,x - e �{ Sf RRA NlGN NDS t d a ' T fL[AMINO POI',' • 3OtI.., !!� d R. Q•'� 4 '�� ORRNGF PARK t N^ a1�p1f �P Pavement Base Failure Ol- k, 4 -inch Base Failure Repairs 6 -inch Base Failure Repairs EXISTING PAVEMENT SURFACE MILLED SURFACE EXISTING PAVEMENT SURFACE MILLED SURFACE TACK CQ1T SIDES HMA PLUG SHALL ASPHALT PAVEMENT HM A PLUG SHALL BE PLACED IN LIFTS ASPHALT PAVEMENT I AND BETWEEN LIFTS BE RACED IN LIFTS SEcnON (TYP) TACK COAT SIDES AND :: OF UP TO 3" MAX SECTION (TYP) (TYP) OF UP TO 3" MAX BETWEEN LIFTS (IYP) ------_ -- ---- --------� �----�--- ---- -- —_ --------� a ` ` l l �I COMPACT BASE OR SUBGRADE COMPACT BASE OR SUBGRADE TO 95X M.D.D. TO 95% M.D.D. 1 FULL DEPTH BASE REPAIR 4" DEPTH) FULL DEPTH BASE REPAIR 6" DEPTH) D N.T.S. D N -7 -S- m Cold Mill & Place Hot Mix Asphalt Concrete Pavement ASPHALT PAVEMENT SECTION MP) EG BFQW AS (T") FG/EG TACK COAT CL HIAA PLACED IN COMPACTED LIFTS CL OF UP TO 3' MAX �6 S7 fl W AM MILL WITH HMA OVERLAY 7 N.T.S. High Visibility Ladder Crosswalks CROSSWALK LADDER DETAIL . -'LE 0 ADA Curb Ramps MTC MTC OBAG 2 $9389366.93 Governmental Funding California Gas Tax $7,875.25 ,O" SAN 1:3C`QL1 SSF Measure W $214,142.94 SMC TA Measure W $220,210.60 PROJECT BUDGET $1,591,861.30 SMC TA Measure A $211,265.58 We Design —Engineering Consultant Selection Consultant is procured through a qualifications based selection Construction — Contractor Selection Contracts are awarded to the lowest responsive bidder 10 11 4 1 2 Interstate 5 3 O'Grady Paving Engineer's G. Bortolotto & DeSilva Gates Grading & MCK Services Inc. Estimate Co. Inc. Construction Paving Concord CA Mountain View San Carlos CA Dublin CA South San CA Francisco CA TOTAL BASE BID Project awarded on $1,174,566.00 $1,273,489.30 $1,299,299.00 $1,494,742.75 $1,531,035.30 $1,667,930.20 lowest Total Base Bid 11 Questions? 12 . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-114 Agenda Date: 5/13/2020 Version: 1 Item #: 17a. Resolution awarding a construction contract to G. Bortolotto & Co., Inc. of San Carlos, California for the OBAG 2: Street Rehabilitation Project (Project No. st193d) in an amount not to exceed $1,273,489.30, authorizing a total construction budget of $1,591,861.30, and authorizing the City Manager to execute agreements on behalf of the City. WHEREAS, the OBAG 2: Street Rehabilitation Project will rehabilitate sections of City of South San Francisco ("City") streets at Alida Way, Camaritas Avenue, Hickey Boulevard, San Felipe Avenue, and South Spruce Avenue; and WHEREAS, this rehabilitation consists of mill and overlay of the asphalt surface, and improvements to the curb ramps, including adjusting utility covers, concrete repairs, base repairs, and replacement of pavement stripings and markings; and WHEREAS, staff advertised the Notice Inviting Bids for construction of the project on February 28 and March 6, 2020; and WHEREAS, on April 17, 2020, staff received five (5) sealed bids with the lowest responsive and responsible bid supplied by G. Bortolotto & CO., of San Carlos, California with a bid amount of $1,273,489.30; and WHEREAS, pursuant to Public Contract Code §20166, Public Works contracts, if awarded, are ordinarily awarded to the lowest responsible bidder whose bid is responsive to the solicitation; and WHEREAS, a construction contingency of 15% ($191,023.00) will be used for any additional costs related to design or construction method changes during the construction operations; and WHEREAS, a construction management and administration of 10% ($127,349.00) will cover staff time and consultant costs to oversee and manage the contractor; and WHEREAS, the project is included in the City of South San Francisco's Fiscal Year 2019-2020 Capital Improvement Program (Project No. st1903). NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of South San Francisco that the City Council hereby awards a construction contract, a draft of which is attached hereto as Exhibit A, for the OBAG 2: Street Rehabilitation Project to G. Bortolotto & Co., Inc. of San Carlos, California, in an amount not to exceed $1,273,489.30 conditioned on G. Bortolotto & Co.'s timely execution of the Project contract and submission of all required documents, including but not limited to, certificates of insurance and endorsement, in accordance with the Project documents. City of South San Francisco Page 1 of 2 Printed on 9/8/2020 powered by LegistarTM File #: 20-114 Agenda Date: 5/13/2020 Version: 1 Item #: 17a. BE IT FURTHER RESOLVED the City Council authorizes a total project construction budget of $1,591,861.30 and authorizes the City Manager to utilize unspent amount of the total Project, if necessary, towards additional construction contingency and construction management and administration budget. BE IT FURTHER RESOLVED the City Council authorizes the City Engineer or their appointee authority to approve and exercise discretionary authority as to the final construction by providing a signature or review on the plans or associated documents. BE IT FURTHER RESOLVED the City Manager is hereby authorized to execute the agreement and any other related documents on behalf of the City upon timely submission by G. Bortolotto & Co., Inc of the signed contract and all other documents, subject to approval by the City Attorney. BE IT FURTHER RESOLVED that the city Council authorizes the City Manager to take any other related actions consistent with the intention of the Resolution. Exhibit A: Draft Agreement City of South San Francisco Page 2 of 2 Printed on 9/8/2020 powered by LegistarTM EXHIBIT A DRAFT FORM OF AGREEMENT CITY OF SOUTH SAN FRANCISCO OBAG 2: STREET REHABILITATION PROJECT — STP PROJECT NO. ST1931); BID NO. 2636 FEDERAL AID PROJECT NO. STPL 5177(042) PART I -PROPOSAL PROPOSAL FORMS FORM OF AGREEMENT FOR PUBLIC IMPROVEMENTS Page A -i CITY OF SOUTH SAN FRANCISCO ENGINEERING DIVISION FORM OF AGREEMENT FOR PUBLIC IMPROVEMENTS TABLE OF CONTENTS Page No. 1. Scope of Work A-1 2. The Contract Documents A-1 3. Equipment - Performance of Work A-2 4. Contract Price A-2 5. Rights of City to Increase Working Days A-2 6. Option of City to Terminate Agreement in Event of Failure to Complete Work A-2 7. Termination of Contract for Convenience A-3 8. Performance by Sureties A-5 9. Hold -Harmless Agreement and Contractor's Insurance A-6 10. Insurance A-6 11. Proof of Carriage of Insurance A-7 12. Provisions Cumulative A-8 13. Form FHWA 1273 A-8 14. Federal Minimum Wage Rates A-8 15. Notices A-8 16. Interpretation A-8 Attachment A — Escrow Agreement for Security Deposits in Lieu of Retention Attachment B — FHWA Form 1273 Attachment C — Federal Minimum Wage Rates Page A -ii FORM OF AGREEMENT FOR PUBLIC IMPROVEMENTS THIS AGREEMENT made and entered into this , day of , between the CITY OF SOUTH SAN FRANCISCO, a municipal corporation and political subdivision of the State of California, hereinafter called "CITY", and <Contractor>, Inc., hereinafter called "CONTRACTOR"'. WITNESSETH: WHEREAS, City has taken appropriate proceedings to authorize construction of the public work and improvements herein provided and execution of this contract. WHEREAS, a notice was duly published for bids for the contract for the improvements hereinafter described. WHEREAS, on , notice duly given, the City Council ("Council") of said City awarded the contract for the construction of the improvements hereinafter described to the Contractor, which Contractor said Council found to be the lowest responsible bidder for said improvements. WHEREAS, City and Contractor desire to enter into this agreement for the construction of said improvements pursuant to the terms, definitions, and conditions set forth in the General Provisions and other Contract Documents. IT IS AGREED as follows: Scope of Work. Contractor shall perform the Work described briefly as follows: The Work consists of the furnishing of all labor, materials, tools, equipment, and services necessary for the construction of the OBAG 2: STREET REHABILIATION PROJECT — STP, PROJECT NO. ST193D, BID NO. 2636 in accordance with the Contract Documents. Also included are any such other items or details not mentioned above that are required by the Contract Documents, which are to be constructed or furnished and installed as shown on the plans, as specified herein and as directed by the Engineer. The aforementioned improvements are further described in the "Contract Documents" hereinafter referred to. 2. The Contract Documents. The complete Contract consists of the following documents: (A) Notice Inviting Bids (B) Part I — Submitted Proposal (as accepted) (C) This Agreement, including Contractor's Payment Bond, Faithful Performance Bond and Guaranty Bond. (D) Part II — General Conditions 'The term "Contractor" as used herein is employed without distinction as to either number or gender and shall include whenever the context shall permit all agents, representatives, employees, servants, subcontractors and business or social invitees. Page A-1 of 9 (E) Part III — Special Provisions: Special Conditions and Technical Specifications, including State Standard Specifications dated 2018, sections 10-99, as revised in Revised Standard Specifications (RSS) dated April 19, 2019 (F) Part IV —Project Plans, approved 02/27/2020 (G) Administrative subsections of the State Standard Specifications dated 2018, as specifically referenced in contract Parts I-IV and as revised in RSS dated April 19, 2019 All rights and obligations of City and Contractor are fully set forth and described in the contract documents. All of the above-named documents are intended to cooperate, so that any work called for in one and not mentioned in the other, or vice versa, is to be executed the same as if mentioned in all said documents. The documents comprising the complete contract will hereinafter be referred to as "the Contract Documents." 3. Equipment - Performance of Work. Contractor shall furnish all tools, equipment, apparatus, facilities, labor, and materials necessary to perform and complete in a good and workmanlike manner the Work of general construction as called for, and for the manner designated in, and in strict conformity with, the plans and specifications for said Work entitled: OBAG 2: STREET REHABILIATION PROJECT — STP The equipment, apparatus, facilities, labor, and materials shall be furnished and said Work performed and completed as required in said plans and specifications under the direction and supervision and subject to the approval of the Engineer of said City or the Engineer's designated assistant. 4. Contract Price. City shall pay, and Contractor shall accept, in full payment for the Work agreed to be done the sum of ($). Said price is determined by the lump sum price contained in Contractor's bid proposal ("Bid"). The lump sum price and unit prices are set forth in the completed Bid forms attached hereto and made a part hereof as if set forth herein verbatim. In the event work is performed or materials furnished in addition to those set forth in Contractor's bid and the specifications herein, such work and materials will be paid for at the unit prices therein contained. Said amount shall be paid in installments as hereinafter provided. 5. Rights of City to Increase Working Dam If such Work is not completed within the time specified, the Engineer shall have the right to increase the number of working days in the amount it may determine will best serve the interest of the City. If it desires to increase said number of working days, it shall have the further right to charge to Contractor and deduct from the final payment for the Work the actual cost of engineering, inspection, superintendence, and other overhead expenses which are directly chargeable to Contractor and which accrue during the period of such extension, except that the cost of the final service and preparation of the final estimates shall not be included in such charges, provided, however, that no extension of time for the completion of such Work shall be allowed unless at least twenty (20) calendar days prior to the time herein fixed for the completion thereof or the time fixed by the Engineer for such completion as extended, Contractor shall have filed application for extension thereof, in writing with the Engineer. 6. Option of City to Terminate Agreement in Event of Failure to Complete Work. If at any time in the opinion of the Engineer, the Contractor has refused or failed to prosecute the Work or any Page A-2 of 9 severable part thereof, with such diligence as will insure its work, or any completion within the time specified, or any extensions thereof, or shall have failed to complete said work within such time, or if Contractor should be adjudged a bankrupt, or if Contractor should make a general assignment for the benefit of Contractor's creditors, or if a receiver should be appointed in the event of Contractor's insolvency, or if Contractor, or any Subcontractor, should violate any of the provisions of this Agreement, the Engineer may give written notice to Contractor, and Contractor's sureties of its intention to terminate this Agreement, such notice to contain the reasons for such intention to terminate this Agreement, and unless within five calendar (5) days after the serving of such notice, such violation shall cease and satisfactory arrangements for the correction thereof be made, this Agreement may, at the option of City, upon expiration of said time, cease and terminate. Any excess of cost arising therefrom over and above the contract price will be charged against the Contractor and the Contractor's sureties who will be liable therefore. In the event of such termination, all money due the Contractor or retained under the terms of this contract shall be forfeited to the City; but such forfeiture will not release the Contractor or the Contractor's sureties from liability or failure to fulfill the contract. The Contractor and the Contractor's sureties will be credited with the amount of money so forfeited toward any excess of cost over and above the contract price, arising from the suspension termination of the operations of the contract and the completion of the Work by the City as above provided, and the Contractor will be so credited with any surplus remaining after all just claims for such completion have been paid. In the determination of the question whether there has been any such noncompliance with the contract as to warrant the suspension termination or annulment thereof, the decision of the Engineer shall be binding on all parties to the contract. 7. Termination of Contract for Convenience. The City also reserves the right to terminate the contract at any time upon a determination by the Engineer in the Engineer's sole discretion that termination of the contract is in the best interest of the City. If the City elects to terminate the contract for convenience, the termination of the contract and the total compensation payable to the Contractor shall be governed by the following: (A) The City will issue the Contractor a written notice signed by the Engineer, specifying that the contract is terminated. Upon receipt of said written notice, the Contractor will be relieved of further responsibility for damage to the Work (excluding materials) as specified in Section VII -17, "Contractor's Responsibility for the Work," of the General Conditions and, except as otherwise directed in writing by the Engineer, the Contractor shall: (1) Stop all work under the contract except that specifically directed to be completed prior to acceptance. (2) Perform work the Engineer deems necessary to secure the project for termination. (3) Remove equipment and plant from the site of the Work. (4) Take such action as is necessary to protect materials from damage. (5) Notify all subcontractors and suppliers that the contract is being terminated and that their contracts or orders are not to be further performed unless otherwise authorized in writing by the Engineer. (6) Provide the Engineer with an inventory list of all materials previously produced, purchased or ordered from suppliers for use in the Work and not yet used in the Work, including its storage location, and such other information as the Engineer may request. Page A-3 of 9 (7) Dispose of materials not yet used in the Work as directed by the Engineer. It shall be the Contractor's responsibility to provide the City with good title to all materials purchased by the City hereunder, including materials for which partial payment has been made as provided in Section IX -2, "Progress Payments," of the General Conditions and with bills of sale or other documents of title for such materials. (8) Subject to the prior written approval of the Engineer, settle all outstanding liabilities and all claims arising out of subcontracts or orders for materials terminated hereunder. To the extent directed by the Engineer, the Contractor shall assign to the City all the right, title, and interest of the Contractor under subcontracts or orders for materials terminated hereunder. (9) Furnish the Engineer with the documentation required to be furnished by the Contractor under the provisions of the contract, including, on projects as to which Federal and State funds are involved, all documentation required under the Federal and State requirements included in the contract. (10) Take such other actions as the Engineer may direct. (B) Acceptance of the contract as hereinafter specified shall not relieve the Contractor of responsibility for damage to materials. The Contractor shall continue to be responsible for damage to materials after issuance of the Notice of Termination, except as follows: (1) The Contractor's responsibility for damage to materials for which partial payment has been made as provided in Section IX -2, "Progress Payments," of the General Conditions and for materials furnished by the City for use in the Work and unused shall terminate when the Engineer certifies that such materials have been stored in the manner and at the locations the Engineer has directed. (2) The Contractor's responsibility for damage to materials purchased by the City subsequent to the issuance of the notice that the contract is to be terminated shall terminate when title and delivery of such materials has been taken by the City. (3) When the Engineer determines that the Contractor has completed the Work under the contract directed to be completed prior to termination and such other work as may have been ordered to secure the project for termination, the Contractor will recommend that the Engineer formally accept the contract to the extent performed, and immediately upon and after such acceptance by the Engineer, the Contractor will not be required to perform any further Work thereon and shall be relieved of the Contractor's contractual responsibilities for injury to persons or property which occurs after the formal acceptance of the project by the Engineer. (C) Termination of the contract shall not relieve the surety of its obligation for any just claims arising out of the work performed. (D) The total compensation to be paid to the Contractor shall be determined by the Engineer on the basis of the following: (1) The reasonable cost to the Contractor, without profit, for all work performed under the contract, including mobilization, demobilization and work done to secure the project for termination. In determining the reasonable cost, deductions will be made for the cost of materials Page A-4 of 9 to be retained by the Contractor, amounts realized by the sale of materials, and for other appropriate credits against the cost of the work. When, in the opinion of the Engineer, the cost of a contract item of work is excessively high due to costs incurred to remedy or replace defective or rejected work, the reasonable cost to be allowed will be the estimated reasonable cost of performing such work in compliance with the requirements of the plans and specifications and the excessive actual cost shall be disallowed. (2) A reasonable allowance for profit on the cost of the work performed as determined under Subsection (1), provided the Contractor establishes to the satisfaction of the Engineer that it is reasonably probable that the Contractor would have made a profit had the contract been completed and provided further, that the profit allowed shall in no event exceed four (4) percent of said cost. (3) The reasonable cost to the Contractor of handling material returned to the vendor, delivered to the City, or otherwise disposed of as directed by the Engineer. (4) A reasonable allowance for the Contractor's administrative costs in determining the amount payable due to termination of the contract. (5) A reasonable credit to the City for defective or incomplete work not corrected. All records of the Contractor and subcontractors necessary to determine compensation in accordance with the provisions of this Section 5 shall be open to inspection or audit by representatives of the City at all times after issuance of the Notice of Termination and for a period of three (3) years, thereafter, and such records shall be retained for that period. After acceptance of the Work by the Engineer, the Engineer may make payments on the basis of interim estimates pending issuance of the Final Estimate in accordance with Section IX -7, "Final Payment," of the General Conditions when, in the Engineer's opinion, the amount thus paid, together with all amounts previously paid or allowed, will not result in total compensation in excess of that to which the Contractor will be entitled. All payments, including payment upon the Final Estimate shall be subject to deduction for prior payments and amounts, if any, to be kept or retained under the provisions of the contract. If this contract is terminated by the City for cause, and it is later determined that the proper basis for a termination for cause did not exist, the termination shall be deemed to have been a termination for convenience and governed by the terms of this contract dealing with such termination. If the contract is terminated by the City for cause or convenience, such termination shall neither act as a waiver by the City of its right to require the Contractor to correct defects in the Work performed by the Contractor nor void any warranties applicable to the Work performed under the contract. The provisions of this Section 5 shall be included in all subcontracts. In the event of conflict between the termination provisions of this Section 8 and any other provision or the contract, this Section 5 shall prevail. 8. Performance by Sureties. In the event of any termination as herein before provided, City shall immediately give written notice thereof to Contractor and Contractor's sureties and the sureties shall have the right to take over and perform the Agreement, provided, however, that if the sureties, within five (5) working days after giving them said notice of termination, do not give the City written notice of their Page A-5 of 9 intention to take over the performance of the Agreement and do not commence performance thereof within five (5) working days after notice to the City of such election, City may take over the Work and prosecute the same to completion by contract or by any other method it may deem advisable, for the account, and at the expense, of Contractor, and the sureties shall be liable to City for any excess cost or damages occasioned City thereby; and, in such event, City may, without liability for so doing, take possession of and utilize in completing the Work such materials, appliances, plant, and other property belonging to Contractor as may be on the site of the Work and necessary therefore. Should Contractor contract in an individual capacity, the surety bond shall contain the following provision: "Should Contractor contract in the Contractor's individual capacity, the death of the Contractor shall not relieve the surety of its obligations." 9. Hold -Harmless Agreement and Contractor's Insurance. Contractor agrees to, and shall, hold City, its elective and appointive boards, officers, agents, and employees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Contractor's or any of Subcontractor's operations under this Agreement, whether such operations be by Contractor or by any Subcontractor or Subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for, Contractor or any Subcontractor or Subcontractors. Contractor agrees to, and shall, defend City and its elective and appointive boards, officers, agents, and employees from any suits or actions at law or in equity for damages caused, or alleged to have been caused, by reason of any of the aforesaid operations, provided as follows: (A) The City does not, and shall not, waive any rights against Contractor which it may have by reason of the aforesaid hold -harmless agreement, because of the acceptance by City, or the deposit with City by Contractor, of any of the insurance policies hereinafter described in Paragraph 15, "Insurance" hereof. (B) That the aforesaid hold -harmless agreement by Contractor shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered, by reason of any of the aforesaid operations of Contractor or any Subcontractor, regardless of whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. 10. Insurance. The Contractor shall take out and maintain during the life of this Agreement the following policies of insurance: (A) Workers' Compensation and Employers' Liability Insurance providing full statutory coverage. In signing this Agreement, the Contractor makes the following certification, required by Section 1861 of the California Labor Code: "I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work of this contract". (B) Comprehensive General Liability Insurance. Public Liability Insurance (includes premises, elevator - if applicable, products, completed operations, personal injury and contractual): Page A-6 of 9 (1) Bodily Injury Liability: $ 500,000 each person $1,000,000 each occurrence (2) Property Damage Liability [includes XCU (explosion, collapse, and underground damage); water damage and broad form property damage or third party liability]: $ 500,000 per occurrence (C) Comprehensive Automobile Liability Insurance (includes owned, non -owned, and hired vehicles): (1) Bodily Injury Liability: $ 500,000 per person $1,000,000 each occurrence (2) Property Damage Liability: $ 500,000 each occurrence (D) It is agreed that the insurance required by Subsections B and C, in an aggregate amount of not less than ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000), shall be extended to include as additional insured the City of South San Francisco, its elective and appointive boards, commissions, officers, agents, employees, with respect to operations performed by the Contractor, as described herein. Evidence of this insurance described above shall be provided to City upon execution of this Agreement and shall be subject to approval of the City Attorney as to form, amount, and carrier. The policy of insurance shall also contain a provision indicating that such insurance shall not be reduced or cancelled except upon thirty (30) calendar days written notice to City. In addition, the following endorsement shall be made on said policy of insurance: "The following are named as additional insured on the above policies: The City of South San Francisco, its elective and appointive boards, officers, agents, and employees." "Notwithstanding any other provision in this policy, the insurance afforded hereunder to the City of South San Francisco shall be primary as to any other insurance or re -insurance covering or available to the City of South San Francisco, and such other insurance or reinsurance shall not be required to contribute to any liability or loss until and unless the approximate limit of liability afforded hereunder is exhausted." The above requirements that the City be named as additional insured, that the insurance shall be primary to any other, and that the insurance not be cancelled without notice, shall be provided in the form of an endorsement signed by an authorized representative of the insurance company providing coverage, who shall declare his or her authority to sign on behalf of the insurer. 11. Proof of Carriage of Insurance. Contractor shall furnish City through the Engineer, concurrently with the execution hereof, with satisfactory proof of carriage of the insurance required and that each carrier shall give City at least thirty (30) calendar days prior notice of the cancellation or change of any policy during the effective period of this contract. Further, if the Contractor's insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer's liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self-insured retention, such provisions Page A-7 of 9 must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self- insured retention required to be paid as a precondition to the insurer's liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self-insured retention and also must disclose the deductible. 12. Provisions Cumulative. The provisions of this Agreement are cumulative, and in addition to and not in limitation of, any other rights or remedies available to City. 13. Form FHWA 1273. For a Federal -aid contract, form FHWA-1273 is included in this Agreement as Attachment B. Comply with its provisions. Interpret the training and promotion section as specified in section 7-1.11A of the State Standard Specifications. 14. Federal Minimum Wage Rates — For a Federal -aid contract, federal minimum wage rates apply and are included in the Agreement as Attachment C. 15. Notices. All notices shall be in writing and delivered in person or transmitted by certified mail, postage prepaid. Notices required to be given to City shall be addressed as follows: City Clerk City Hall, 400 Grand Avenue South San Francisco, California 94080 Notices required to be given to Contractor shall be addressed as follows: Notices required to be given sureties of Contractor shall be addressed as follows: Notices required to be given to the Escrow Agent of Contractor, if any, shall be addressed as follows: 16. Interpretation. As used herein, any gender includes each other gender, the singular includes the plural, and vice versa. Page A-8 of 9 IN WITNESS WHEREOF, two (2) identical counterparts of this Agreement, consisting of twelve (9) pages (being pages A-1 through A-9), each of which counterparts shall for all purposes be deemed an original of said Agreement, have been duly executed by the parties hereinabove named, on the day and year first hereinabove written. ATTEST: City Clerk ATTEST: CITY: City of South San Francisco, a municipal corporation Lo Mike Futrell, City Manager CONTRACTOR: Lo (If Contractor is an individual, so state. If Contractor is a Corporation, a corporate seal or signatures of the President or Vice President and the Secretary Treasurer are required). Page A-9 of 9 ATTACHMENT A ESCROW AGREEMENT FOR SECURITY DEPOSITS IN LIEU OF RETENTION THIS ESCROW AGREEMENT is made and entered into by and between the City of South San Francisco whose address is 400 Grand Ave., P.O. Box 711, South San Francisco, CA 94083, hereinafter referred to as "City," and ,whose address is hereinafter called "Contractor" and ,whose address is hereinafter called "Escrow Agent." For the consideration hereinafter set forth, the Owner, Contractor, and Escrow Agent agree as follows: 1. Pursuant to Section 22300 of the Public Contract Code of the State of California, Contractor has the option to deposit securities with Escrow Agent as a substitute for retention earnings required to be withheld by Owner pursuant to the Construction Contract entered into between the Owner and Contractor for in the amount of dollars ($) dated (hereinafter referred to as the "Contract"). Alternately, on written request of the Contractor, the Owner shall make payments of the retention earnings directly to the Escrow Agent. When the Contractor deposits the securities as a substitute for Contract earnings, the Escrow Agent shall notify the Owner within 10 working days of the deposit. The market value of the securities at the time of the substitution shall be at least equal to the cash amount then required to be withheld as retention under the terms of the Contract between the Owner and Contractor. Securities shall be held in the name of , and shall designate the Contractor as the beneficial owner. 2. The Owner shall make progress payments to the Contractor for those funds which otherwise would be withheld from progress payments pursuant to the Contract provisions, provided that the Escrow Agent holds securities in the form and amount specified above. 3. When the Owner makes payment of retentions earned directly to the Escrow Agent, the Escrow Agent shall hold them for the benefit of the Contractor until the time that the escrow created under this contract is terminated. The Contractor may direct the investment of the payments into securities. All terms and conditions of this agreement and the rights and responsibilities of the parties shall be equally applicable and binding when the Owner pays the Escrow Agent directly. 4. Contractor shall be responsible for paying all fees for the expenses incurred by Escrow Agent in administering the Escrow Account and all expenses of the Owner. These expenses and payment terms shall be determined by the Owner, Contractor, and Escrow Agent. 5. The interest earned on the securities or the money market accounts held in escrow and all interest earned on that interest shall be for the sole account of Contractor and shall be subject to withdrawal by Contractor at any time and from time to time without notice to the Owner. 6. Contractor shall have the right to withdraw all or any part of the principal in the Escrow Account only by written notice to Escrow Agent accompanied by written authorization from the Owner to the Escrow Agent that Owner consents to the withdrawal of the amount sought to be withdrawn by Contractor. 7. The Owner shall have a right to draw upon the securities in the event of default by the Contractor. Upon seven day's written notice to the Escrow Agent from the Owner of the default, the Escrow Agent shall immediately convert the securities to cash and shall distribute the cash as instructed by the Owner. 8. Upon receipt of written notification from the Owner certifying that the Contract is final and complete, and that the Contractor has complied with all requirements and procedures applicable to the Contract, Escrow Agent shall release to Contractor all securities and interest on deposit less escrow fees and charges of the Escrow Account. The escrow shall be closed immediately upon disbursement of all moneys and securities on deposit and payments of fees and charges. App -1 9. Escrow Agent shall rely on the written notifications from the Owner and the Contractor pursuant to Sections (5) to (8), inclusive, of this Agreement, and the Owner and Contractor shall hold Escrow Agent harmless from Escrow Agent's release and disbursement of the securities and interest as set forth above. 10. The names of the persons who are authorized to give written notice or to receive written notice on behalf of the Owner and on behalf of Contractor in connection with the foregoing, and exemplars of their respective signatures are as follows: On behalf of Owner: Title Name Signature Address On behalf of Escrow Agent: Title Name Signature Address On behalf of Contractor: Title Name Signature Address At the time the Escrow Account is opened, the Owner and Contractor shall deliver to the Escrow Agent a fully executed counterpart of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement by their proper officers on the date first set forth above. Owner: Title Contractor: Title App -2 Name Name Signature Signature Approved as to form: Attest: City Attorney Date City -Clerk App -3 ATTACHMENT B FORM FHWA-1273 FHWA-1273 -- Revised May 1, 2012 REQUIRED CONTRACT PROVISIONS FEDERAL -AID CONSTRUCTION CONTRACTS I. General II. Nondiscrimination III. Nonsegregated Facilities IV. Davis -Bacon and Related Act Provisions V. Contract Work Hours and Safety Standards Act Provisions VI. Subletting or Assigning the Contract VII. Safety: Accident Prevention VIII. False Statements Concerning Highway Projects IX. Implementation of Clean Air Act and Federal Water Pollution Control Act X. Compliance with Governmentwide Suspension and Debarment Requirements XI. Certification Regarding Use of Contract Funds for Lobbying ATTACHMENTS A. Employment and Materials Preference for Appalachian Development Highway System or Appalachian Local Access Road Contracts (included in Appalachian contracts only) I. GENERAL 1. Form FHWA-1273 must be physically incorporated in each construction contract funded under Title 23 (excluding emergency contracts solely intended for debris removal). The contractor (or subcontractor) must insert this form in each subcontract and further require its inclusion in all lower tier subcontracts (excluding purchase orders, rental agreements and other agreements for supplies or services). The applicable requirements of Form FHWA-1273 are incorporated by reference for work done under any purchase order, rental agreement or agreement for other services. The prime contractor shall be responsible for compliance by any subcontractor, lower -tier subcontractor or service provider. Form FHWA-1273 must be included in all Federal -aid design -build contracts, in all subcontracts and in lower tier subcontracts (excluding subcontracts for design services, purchase orders, rental agreements and other agreements for supplies or services). The design -builder shall be responsible for compliance by any subcontractor, lower -tier subcontractor or service provider. Contracting agencies may reference Form FHWA-1273 in bid proposal or request for proposal documents, however, the Form FHWA-1273 must be physically incorporated (not referenced) in all contracts, subcontracts and lower -tier subcontracts (excluding purchase orders, rental agreements and other agreements for supplies or services related to a construction contract). 2. Subject to the applicability criteria noted in the following sections, these contract provisions shall apply to all work performed on the contract by the contractor's own organization and with the assistance of workers under the contractor's immediate superintendence and to all work performed on the contract by piecework, station work, or by subcontract. 3. A breach of any of the stipulations contained in these Required Contract Provisions may be sufficient grounds for withholding of progress payments, withholding of final payment, termination of the contract, suspension / debarment or any other action determined to be appropriate by the contracting agency and FHWA. 4. Selection of Labor: During the performance of this contract, the contractor shall not use convict labor for any purpose within the limits of a construction project on a Federal -aid highway unless it is labor performed by convicts who are on parole, supervised release, or probation. The term Federal -aid highway does not include roadways functionally classified as local roads or rural minor collectors. II. NONDISCRIMINATION The provisions of this section related to 23 CFR Part 230 are applicable to all Federal -aid construction contracts and to all related construction subcontracts of $10,000 or more. The provisions of 23 CFR Part 230 are not applicable to material supply, engineering, or architectural service contracts. In addition, the contractor and all subcontractors must comply with the following policies: Executive Order 11246, 41 CFR 60, 29 CFR 1625- 1627, Title 23 USC Section 140, the Rehabilitation Act of 1973, as amended (29 USC 794), Title VI of the Civil Rights Act of 1964, as amended, and related regulations including 49 CFR Parts 21, 26 and 27; and 23 CFR Parts 200, 230, and 633. The contractor and all subcontractors must comply with: the requirements of the Equal Opportunity Clause in 41 CFR 60-1.4(b) and, for all construction contracts exceeding $10,000, the Standard Federal Equal Employment Opportunity Construction Contract Specifications in 41 CFR 60-4.3. Note: The U.S. Department of Labor has exclusive authority to determine compliance with Executive Order 11246 and the policies of the Secretary of Labor including 41 CFR 60, and 29 CFR 1625-1627. The contracting agency and the FHWA have the authority and the responsibility to ensure compliance with Title 23 USC Section 140, the Rehabilitation Act of 1973, as amended (29 USC 794), and Title VI of the Civil Rights Act of 1964, as amended, and related regulations including 49 CFR Parts 21, 26 and 27; and 23 CFR Parts 200, 230, and 633. The following provision is adopted from 23 CFR 230, Appendix A, with appropriate revisions to conform to the U.S. Department of Labor (US DOL) and FHWA requirements. 1. Equal Employment Opportunity: Equal employment opportunity (EEO) requirements not to discriminate and to take affirmative action to assure equal opportunity as set forth under laws, executive orders, rules, regulations (28 CFR 35, 29 CFR 1630, 29 CFR 1625-1627, 41 CFR 60 and 49 CFR 27) and orders of the Secretary of Labor as modified by the provisions prescribed herein, and imposed pursuant to 23 U.S.C. 140 shall constitute the EEO and specific affirmative action standards for the contractor's project activities under this contract. The provisions of the Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq.) set forth under 28 CFR 35 and 29 CFR 1630 are incorporated by reference in this contract. In the execution of this contract, the contractor agrees to comply with the following minimum specific requirement activities of EEO: a. The contractor will work with the contracting agency and the Federal Government to ensure that it has made every good faith effort to provide equal opportunity with respect to all of its terms and conditions of employment and in their review of activities under the contract. b. The contractor will accept as its operating policy the following statement: "It is the policy of this Company to assure that applicants are employed, and that employees are treated during employment, without regard to their race, religion, sex, color, national origin, age or disability. Such action shall include: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship, pre -apprenticeship, and/or on- the-job training." 2. EEO Officer: The contractor will designate and make known to the contracting officers an EEO Officer who will have the responsibility for and must be capable of effectively administering and promoting an active EEO program and who must be assigned adequate authority and responsibility to do so. App -5 3. Dissemination of Policy: All members of the contractor's staff who are authorized to hire, supervise, promote, and discharge employees, or who recommend such action, or who are substantially involved in such action, will be made fully cognizant of, and will implement, the contractor's EEO policy and contractual responsibilities to provide EEO in each grade and classification of employment. To ensure that the above agreement will be met, the following actions will be taken as a minimum: a. Periodic meetings of supervisory and personnel office employees will be conducted before the start of work and then not less often than once every six months, at which time the contractor's EEO policy and its implementation will be reviewed and explained. The meetings will be conducted by the EEO Officer. b. All new supervisory or personnel office employees will be given a thorough indoctrination by the EEO Officer, covering all major aspects of the contractor's EEO obligations within thirty days following their reporting for duty with the contractor. c. All personnel who are engaged in direct recruitment for the project will be instructed by the EEO Officer in the contractor's procedures for locating and hiring minorities and women. d. Notices and posters setting forth the contractor's EEO policy will be placed in areas readily accessible to employees, applicants for employment and potential employees. e. The contractor's EEO policy and the procedures to implement such policy will be brought to the attention of employees by means of meetings, employee handbooks, or other appropriate means. 4. Recruitment: When advertising for employees, the contractor will include in all advertisements for employees the notation: "An Equal Opportunity Employer." All such advertisements will be placed in publications having a large circulation among minorities and women in the area from which the project work force would normally be derived. a. The contractor will, unless precluded by a valid bargaining agreement, conduct systematic and direct recruitment through public and private employee referral sources likely to yield qualified minorities and women. To meet this requirement, the contractor will identify sources of potential minority group employees, and establish with such identified sources procedures whereby minority and women applicants may be referred to the contractor for employment consideration. b. In the event the contractor has a valid bargaining agreement providing for exclusive hiring hall referrals, the contractor is expected to observe the provisions of that agreement to the extent that the system meets the contractor's compliance with EEO contract provisions. Where implementation of such an agreement has the effect of discriminating against minorities or women, or obligates the contractor to do the same, such implementation violates Federal nondiscrimination provisions. c. The contractor will encourage its present employees to refer minorities and women as applicants for employment. Information and procedures with regard to referring such applicants will be discussed with employees. 5. Personnel Actions: Wages, working conditions, and employee benefits shall be established and administered, and personnel actions of every type, including hiring, upgrading, promotion, transfer, demotion, layoff, and termination, shall be taken without regard to race, color, religion, sex, national origin, age or disability. The following procedures shall be followed: App -7 a. The contractor will conduct periodic inspections of project sites to insure that working conditions and employee facilities do not indicate discriminatory treatment of project site personnel. b. The contractor will periodically evaluate the spread of wages paid within each classification to determine any evidence of discriminatory wage practices. c. The contractor will periodically review selected personnel actions in depth to determine whether there is evidence of discrimination. Where evidence is found, the contractor will promptly take corrective action. If the review indicates that the discrimination may extend beyond the actions reviewed, such corrective action shall include all affected persons. d. The contractor will promptly investigate all complaints of alleged discrimination made to the contractor in connection with its obligations under this contract, will attempt to resolve such complaints, and will take appropriate corrective action within a reasonable time. If the investigation indicates that the discrimination may affect persons other than the complainant, such corrective action shall include such other persons. Upon completion of each investigation, the contractor will inform every complainant of all of their avenues of appeal. 6. Training and Promotion: a. The contractor will assist in locating, qualifying, and increasing the skills of minorities and women who are applicants for employment or current employees. Such efforts should be aimed at developing full journey level status employees in the type of trade or job classification involved. b. Consistent with the contractor's work force requirements and as permissible under Federal and State regulations, the contractor shall make full use of training programs, i.e., apprenticeship, and on-the-job training programs for the geographical area of contract performance. In the event a special provision for training is provided under this contract, this subparagraph will be superseded as indicated in the special provision. The contracting agency may reserve training positions for persons who receive welfare assistance in accordance with 23 U.S.C. 140(a). c. The contractor will advise employees and applicants for employment of available training programs and entrance requirements for each. d. The contractor will periodically review the training and promotion potential of employees who are minorities and women and will encourage eligible employees to apply for such training and promotion. 7. Unions: If the contractor relies in whole or in part upon unions as a source of employees, the contractor will use good faith efforts to obtain the cooperation of such unions to increase opportunities for minorities and women. Actions by the contractor, either directly or through a contractor's association acting as agent, will include the procedures set forth below: a. The contractor will use good faith efforts to develop, in cooperation with the unions, joint training programs aimed toward qualifying more minorities and women for membership in the unions and increasing the skills of minorities and women so that they may qualify for higher paying employment. b. The contractor will use good faith efforts to incorporate an EEO clause into each union agreement to the end that such union will be contractually bound to refer applicants without regard to their race, color, religion, sex, national origin, age or disability. c. The contractor is to obtain information as to the referral practices and policies of the labor union except that to the extent such information is within the exclusive possession of the labor union and such labor union refuses to furnish such information to the contractor, the contractor shall so certify to the contracting agency and shall set forth what efforts have been made to obtain such information. d. In the event the union is unable to provide the contractor with a reasonable flow of referrals within the time limit set forth in the collective bargaining agreement, the contractor will, through independent recruitment efforts, fill the employment vacancies without regard to race, color, religion, sex, national origin, age or disability; making full efforts to obtain qualified and/or qualifiable minorities and women. The failure of a union to provide sufficient referrals (even though it is obligated to provide exclusive referrals under the terms of a collective bargaining agreement) does not relieve the contractor from the requirements of this paragraph. In the event the union referral practice prevents the contractor from meeting the obligations pursuant to Executive Order 11246, as amended, and these special provisions, such contractor shall immediately notify the contracting agency. 8. Reasonable Accommodation for Applicants / Employees with Disabilities: The contractor must be familiar with the requirements for and comply with the Americans with Disabilities Act and all rules and regulations established there under. Employers must provide reasonable accommodation in all employment activities unless to do so would cause an undue hardship. 9. Selection of Subcontractors, Procurement of Materials and Leasing of Equipment: The contractor shall not discriminate on the grounds of race, color, religion, sex, national origin, age or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The contractor shall take all necessary and reasonable steps to ensure nondiscrimination in the administration of this contract. a. The contractor shall notify all potential subcontractors and suppliers and lessors of their EEO obligations under this contract. b. The contractor will use good faith efforts to ensure subcontractor compliance with their EEO obligations. 10. Assurance Required by 49 CFR 26.13(b): a. The requirements of 49 CFR Part 26 and the State DOT's U.S. DOT -approved DBE program are incorporated by reference. b. The contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT -assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the contracting agency deems appropriate. 11. Records and Reports: The contractor shall keep such records as necessary to document compliance with the EEO requirements. Such records shall be retained for a period of three years following the date of the final payment to the contractor for all contract work and shall be available at reasonable times and places for inspection by authorized representatives of the contracting agency and the FHWA. a. The records kept by the contractor shall document the following: (1) The number and work hours of minority and non -minority group members and women employed in each work classification on the project; = (2) The progress and efforts being made in cooperation with unions, when applicable, to increase employment opportunities for minorities and women; and (3) The progress and efforts being made in locating, hiring, training, qualifying, and upgrading minorities and women; b. The contractors and subcontractors will submit an annual report to the contracting agency each July for the duration of the project, indicating the number of minority, women, and non - minority group employees currently engaged in each work classification required by the contract work. This information is to be reported on Form FHWA-1391. The staffing data should represent the project work force on board in all or any part of the last payroll period preceding the end of July. If on-the-job training is being required by special provision, the contractor will be required to collect and report training data. The employment data should reflect the work force on board during all or any part of the last payroll period preceding the end of July. III. NONSEGREGATED FACILITIES This provision is applicable to all Federal -aid construction contracts and to all related construction subcontracts of $10,000 or more. The contractor must ensure that facilities provided for employees are provided in such a manner that segregation on the basis of race, color, religion, sex, or national origin cannot result. The contractor may neither require such segregated use by written or oral policies nor tolerate such use by employee custom. The contractor's obligation extends further to ensure that its employees are not assigned to perform their services at any location, under the contractor's control, where the facilities are segregated. The term "facilities" includes waiting rooms, work areas, restaurants and other eating areas, time clocks, restrooms, washrooms, locker rooms, and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing provided for employees. The contractor shall provide separate or single -user restrooms and necessary dressing or sleeping areas to assure privacy between sexes. IV. DAVIS-BACON AND RELATED ACT PROVISIONS This section is applicable to all Federal -aid construction projects exceeding $2,000 and to all related subcontracts and lower -tier subcontracts (regardless of subcontract size). The requirements apply to all projects located within the right-of-way of a roadway that is functionally classified as Federal -aid highway. This excludes roadways functionally classified as local roads or rural minor collectors, which are exempt. Contracting agencies may elect to apply these requirements to other projects. The following provisions are from the U.S. Department of Labor regulations in 29 CFR 5.5 "Contract provisions and related matters" with minor revisions to conform to the FHWA-1273 format and FHWA program requirements. 1. Minimum wages a. All laborers and mechanics employed or working upon the site of the work, will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis -Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph 1.d. of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, That the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classification and wage rates conformed under paragraph 1.b. of this section) and the Davis -Bacon poster (WH -1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. b. (1) The contracting officer shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (i) The work to be performed by the classification requested is not performed by a classification in the wage determination; and (ii) The classification is utilized in the area by the construction industry; and (iii) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (2) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30 -day period that additional time is necessary. (3) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Wage and Hour Administrator for determination. The Wage and RM Hour Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30 -day period that additional time is necessary. (4) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs 1.b.(2) or 1.b.(3) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. c. Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. d. If the contractor does not make payments to a trustee or other third person, the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis -Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. 2. Withholding The contracting agency shall upon its own action or upon written request of an authorized representative of the Department of Labor, withhold or cause to be withheld from the contractor under this contract, or any other Federal contract with the same prime contractor, or any other federally -assisted contract subject to Davis -Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work, all or part of the wages required by the contract, the contracting agency may, after written notice to the contractor, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. 3. Payrolls and basic records a. Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work. Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis -Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis -Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. b. (1) The contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to the contracting agency. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i), except that full social security numbers and home addresses shall not be included on weekly transmittals. Instead the payrolls shall only need to include an individually identifying number for each employee ( e.g. , the last four digits of the employee's social security number). The required weekly payroll information may be submitted in any form desired. Optional Form WH -347 is available for this purpose from the Wage and Hour Division Web site at http://www.dol.gov/esa/whd/forms/wh347instr.htm or its successor site. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. Contractors and subcontractors shall maintain the full social security number and current address of each covered worker, and shall provide them upon request to the contracting agency for transmission to the State DOT, the FHWA or the Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements. It is not a violation of this section for a prime contractor to require a subcontractor to provide addresses and social security numbers to the prime contractor for its own records, without weekly submission to the contracting agency.. (2) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (i) That the payroll for the payroll period contains the information required to be provided under §5.5 (a)(3)(ii) of Regulations, 29 CFR part 5, the appropriate information is being maintained under §5.5 (a)(3)(i) of Regulations, 29 CFR part 5, and that such information is correct and complete; (ii) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3; (iii) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (3) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH -347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph 3.b.(2) of this section. (4) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. App -10 c. The contractor or subcontractor shall make the records required under paragraph 3.a. of this section available for inspection, copying, or transcription by authorized representatives of the contracting agency, the State DOT, the FHWA, or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, the FHWA may, after written notice to the contractor, the contracting agency or the State DOT, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. 4. Apprentices and trainees a. Apprentices (programs of the USDOL). Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency recognized by the Office, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Office of Apprenticeship Training, Employer and Labor Services or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Office of Apprenticeship Training, Employer and Labor Services, or a State Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. b. Trainees (programs of the USDOL). Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. c. Equal employment opportunity. The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR part 30. d. Apprentices and Trainees (programs of the U.S. DOT). Apprentices and trainees working under apprenticeship and skill training programs which have been certified by the Secretary of Transportation as promoting EEO in connection with Federal -aid highway construction programs are not subject to the requirements of paragraph 4 of this Section IV. The straight time hourly wage rates for apprentices and trainees under such programs will be established by the particular programs. The ratio of apprentices and trainees to journeymen shall not be greater than permitted by the terms of the particular program. 5. Compliance with Copeland Act requirements. The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract. 6. Subcontracts. The contractor or subcontractor shall insert Form FHWA-1273 in any subcontracts and also require the subcontractors to include Form FHWA-1273 in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5. App -11 7. Contract termination: debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. 8. Compliance with Davis -Bacon and Related Act requirements. All rulings and interpretations of the Davis -Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract. 9. Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives. 10. Certification of eligibility. a. By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1). b. No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1). c. The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. V. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT The following clauses apply to any Federal -aid construction contract in an amount in excess of $100,000 and subject to the overtime provisions of the Contract Work Hours and Safety Standards Act. These clauses shall be inserted in addition to the clauses required by 29 CFR 5.5(a) or 29 CFR 4.6. As used in this paragraph, the terms laborers and mechanics include watchmen and guards. 1. Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. 2. Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (1.) of this section, the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1.) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1.) of this section. 3. Withholding for unpaid wages and liquidated damages. The FHWA or the contacting agency shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally - assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2.) of this section. 4. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1.) through (4.) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1.) through (4.) of this section. VI. SUBLETTING OR ASSIGNING THE CONTRACT This provision is applicable to all Federal -aid construction contracts on the National Highway System. 1. The contractor shall perform with its own organization contract work amounting to not less than 30 percent (or a greater percentage if specified elsewhere in the contract) of the total original contract price, excluding any specialty items designated by the contracting agency. Specialty items may be performed by subcontract and the amount of any such specialty items performed may be deducted from the total original contract price before computing the amount of work required to be performed by the contractor's own organization (23 CFR 635.116). a. The term "perform work with its own organization" refers to workers employed or leased by the prime contractor, and equipment owned or rented by the prime contractor, with or without operators. Such term does not include employees or equipment of a subcontractor or lower tier subcontractor, agents of the prime contractor, or any other assignees. The term may include payments for the costs of hiring leased employees from an employee leasing firm meeting all relevant Federal and State regulatory requirements. Leased employees may only be included in this term if the prime contractor meets all of the following conditions: (1) the prime contractor maintains control over the supervision of the day-to-day activities of the leased employees; (2) the prime contractor remains responsible for the quality of the work of the leased employees; (3) the prime contractor retains all power to accept or exclude individual employees from work on the project; and (4) the prime contractor remains ultimately responsible for the payment of predetermined minimum wages, the submission of payrolls, statements of compliance and all other Federal regulatory requirements. b. "Specialty Items" shall be construed to be limited to work that requires highly specialized knowledge, abilities, or equipment not ordinarily available in the type of contracting organizations qualified and expected to bid or propose on the contract as a App -12 whole and in general are to be limited to minor components of the overall contract. 2. The contract amount upon which the requirements set forth in paragraph (1) of Section VI is computed includes the cost of material and manufactured products which are to be purchased or produced by the contractor under the contract provisions. 3. The contractor shall furnish (a) a competent superintendent or supervisor who is employed by the firm, has full authority to direct performance of the work in accordance with the contract requirements, and is in charge of all construction operations (regardless of who performs the work) and (b) such other of its own organizational resources (supervision, management, and engineering services) as the contracting officer determines is necessary to assure the performance of the contract. 4. No portion of the contract shall be sublet, assigned or otherwise disposed of except with the written consent of the contracting officer, or authorized representative, and such consent when given shall not be construed to relieve the contractor of any responsibility for the fulfillment of the contract. Written consent will be given only after the contracting agency has assured that each subcontract is evidenced in writing and that it contains all pertinent provisions and requirements of the prime contract. 5. The 30% self -performance requirement of paragraph (1) is not applicable to design -build contracts; however, contracting agencies may establish their own self -performance requirements. VII. SAFETY: ACCIDENT PREVENTION This provision is applicable to all Federal -aid construction contracts and to all related subcontracts. 1. In the performance of this contract the contractor shall comply with all applicable Federal, State, and local laws governing safety, health, and sanitation (23 CFR 635). The contractor shall provide all safeguards, safety devices and protective equipment and take any other needed actions as it determines, or as the contracting officer may determine, to be reasonably necessary to protect the life and health of employees on the job and the safety of the public and to protect property in connection with the performance of the work covered by the contract. 2. It is a condition of this contract, and shall be made a condition of each subcontract, which the contractor enters into pursuant to this contract, that the contractor and any subcontractor shall not permit any employee, in performance of the contract, to work in surroundings or under conditions which are unsanitary, hazardous or dangerous to his/her health or safety, as determined under construction safety and health standards (29 CFR 1926) promulgated by the Secretary of Labor, in accordance with Section 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3704). 3. Pursuant to 29 CFR 1926.3, it is a condition of this contract that the Secretary of Labor or authorized representative thereof, shall have right of entry to any site of contract performance to inspect or investigate the matter of compliance with the construction safety and health standards and to carry out the duties of the Secretary under Section 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C.3704). VIII. FALSE STATEMENTS CONCERNING HIGHWAY PROJECTS This provision is applicable to all Federal -aid construction contracts and to all related subcontracts. In order to assure high quality and durable construction in conformity with approved plans and specifications and a high degree of reliability on statements and representations made by engineers, contractors, suppliers, and workers on Federal -aid highway projects, it is essential that all persons concerned with the project perform their functions as carefully, thoroughly, and honestly as possible. Willful falsification, distortion, or misrepresentation with respect to any facts related to the project is a violation of Federal law. To prevent any misunderstanding regarding the seriousness of these and similar acts, Form FHWA- 1022 shall be posted on each Federal -aid highway project (23 CFR 635) in one or more places where it is readily available to all persons concerned with the project: 18 U.S.C. 1020 reads as follows: "Whoever, being an officer, agent, or employee of the United States, or of any State or Territory, or whoever, whether a person, association, firm, or corporation, knowingly makes any false statement, false representation, or false report as to the character, quality, quantity, or cost of the material used or to be used, or the quantity or quality of the work performed or to be performed, or the cost thereof in connection with the submission of plans, maps, specifications, contracts, or costs of construction on any highway or related project submitted for approval to the Secretary of Transportation; or Whoever knowingly makes any false statement, false representation, false report or false claim with respect to the character, quality, quantity, or cost of any work performed or to be performed, or materials furnished or to be furnished, in connection with the construction of any highway or related project approved by the Secretary of Transportation; or Whoever knowingly makes any false statement or false representation as to material fact in any statement, certificate, or report submitted pursuant to provisions of the Federal -aid Roads Act approved July 1, 1916, (39 Stat. 355), as amended and supplemented; Shall be fined under this title or imprisoned not more than 5 years or both." IX. IMPLEMENTATION OF CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT This provision is applicable to all Federal -aid construction contracts and to all related subcontracts. By submission of this bid/proposal or the execution of this contract, or subcontract, as appropriate, the bidder, proposer, Federal -aid construction contractor, or subcontractor, as appropriate, will be deemed to have stipulated as follows: 1. That any person who is or will be utilized in the performance of this contract is not prohibited from receiving an award due to a violation of Section 508 of the Clean Water Act or Section 306 of the Clean Air Act. 2. That the contractor agrees to include or cause to be included the requirements of paragraph (1) of this Section X in every subcontract, and further agrees to take such action as the contracting agency may direct as a means of enforcing such requirements. X. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION This provision is applicable to all Federal -aid construction contracts, design -build contracts, subcontracts, lower -tier subcontracts, purchase orders, lease agreements, consultant App -13 contracts or any other covered transaction requiring FHWA approval or that is estimated to cost $25,000 or more — as defined in 2 CFR Parts 180 and 1200. 1. Instructions for Certification — First Tier Participants: a. By signing and submitting this proposal, the prospective first tier participant is providing the certification set out below. b. The inability of a person to provide the certification set out below will not necessarily result in denial of participation in this covered transaction. The prospective first tier participant shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prospective first tier participant to furnish a certification or an explanation shall disqualify such a person from participation in this transaction. c. The certification in this clause is a material representation of fact upon which reliance was placed when the contracting agency determined to enter into this transaction. If it is later determined that the prospective participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the contracting agency may terminate this transaction for cause of default. d. The prospective first tier participant shall provide immediate written notice to the contracting agency to whom this proposal is submitted if any time the prospective first tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. e. The terms "covered transaction," "debarred," "suspended," "ineligible," "participant," "person," "principal," and "voluntarily excluded," as used in this clause, are defined in 2 CFR Parts 180 and 1200. "First Tier Covered Transactions" refers to any covered transaction between a grantee or subgrantee of Federal funds and a participant (such as the prime or general contract). "Lower Tier Covered Transactions" refers to any covered transaction under a First Tier Covered Transaction (such as subcontracts). "First Tier Participant" refers to the participant who has entered into a covered transaction with a grantee or subgrantee of Federal funds (such as the prime or general contractor). "Lower Tier Participant" refers any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and suppliers). f. The prospective first tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency entering into this transaction. g. The prospective first tier participant further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transactions," provided by the department or contracting agency, entering into this covered transaction, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions exceeding the $25,000 threshold. h. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any lower tier prospective participants, each participant may, but is not required to, check the Excluded Parties List System website (haps://www.gpls.gov/), which is compiled by the General Services Administration. L Nothing contained in the foregoing shall be construed to require the establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of the prospective participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. j. Except for transactions authorized under paragraph (f) of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause or default. 2. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion — First Tier Participants: a. The prospective first tier participant certifies to the best of its knowledge and belief, that it and its principals: (1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency; (2) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (3) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (a)(2) of this certification; and (4) Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or local) terminated for cause or default. b. Where the prospective participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. 2. Instructions for Certification - Lower Tier Participants: (Applicable to all subcontracts, purchase orders and other lower tier transactions requiring prior FHWA approval or estimated to cost $25,000 or more - 2 CFR Parts 180 and 1200) a. By signing and submitting this proposal, the prospective lower tier is providing the certification set out below. b. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, App -14 the department, or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. c. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous by reason of changed circumstances. d. The terms 'covered transaction," "debarred," "suspended," "ineligible," "participant," "person," "principal," and "voluntarily excluded," as used in this clause, are defined in 2 CFR Parts 180 and 1200. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. "First Tier Covered Transactions" refers to any covered transaction between a grantee or subgrantee of Federal funds and a participant (such as the prime or general contract). "Lower Tier Covered Transactions" refers to any covered transaction under a First Tier Covered Transaction (such as subcontracts). "First Tier Participant" refers to the participant who has entered into a covered transaction with a grantee or subgrantee of Federal funds (such as the prime or general contractor). "Lower Tier Participant' refers any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and suppliers). e. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. f. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions exceeding the $25,000 threshold. g. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any lower tier prospective participants, each participant may, but is not required to, check the Excluded Parties List System website (hLtps://www.ols.gov/), which is compiled by the General Services Administration. h. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. i. Except for transactions authorized under paragraph a of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion --Lower Tier Participants: 1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency. 2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. XI. CERTIFICATION REGARDING USE OF CONTRACT FUNDS FOR LOBBYING This provision is applicable to all Federal -aid construction contracts and to all related subcontracts which exceed $100,000 (49 CFR 20). 1. The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or App -15 employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 2. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 3. The prospective participant also agrees by submitting its bid or proposal that the participant shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such recipients shall certify and disclose accordingly. . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-289 Agenda Date: 5/13/2020 Version: 1 Item #: 18. Report regarding a Resolution of Intention and Introduction of an Ordinance amending the contract between the Board of Administration, California Public Employees' Retirement System and the City of South San Francisco to implement the ability for Classic Local Miscellaneous members in the Executive Management Unit to pay a portion of the employer share of their CalPERS pension costs. (Leah Lockhart, Human Resources Director) RECOMMENDATION Staff recommends that the City Council adopt a Resolution of Intention and introduce an ordinance to amend the City's contract with CalPERS in order to implement the Council's adoption of the Executive Management Unit Compensation Plan, 2017-2022, which included a provision for all Classic Local Miscellaneous employees to contribute to the employer share of their CalPERS pension costs. BACKGROUND The City contracts with CalPERS as the provider of the City's pension benefits for employees in its bargaining units. On January 1, 2013, the State passed pension reform where all "new members" receive a new, lower cost formula. Any employees hired before January 1, 2013 ("Classic members") remain in the pension formulas in place at the time of passage of pension reform. The City funds its pension obligations through a combination of employee and employer contributions. Recognizing that the City's Classic member pension obligations have increased significantly over the past several years, the City's Public Safety units partnered during labor negotiations to create a framework where Classic Public Safety member employees would bear higher contributions to fund their CalPERS pension by paying a portion of the Employer's costs for their benefit. The Executive Management Unit's Public Safety members began cost sharing in 2017 and Local Miscellaneous members agreed to increase their contributions as well, beginning the first full pay period in July 2020 (beginning July 10, 2020). Classic Local Miscellaneous employees in the Tier 1 pension plan currently pay an eight percent (8%) employee contribution and employees in the Tier 2 plan currently pay a seven percent (7%) employee contribution. Pursuant to the Compensation Plan, Executive Management Unit Local Miscellaneous member employees would begin paying an additional one percent (1%) effective July 10, 2020, and an additional one percent (1%) effective July, 2021 for a total of two percent (2%) in addition to the current employee contribution. Attached to the associated resolution is the proposed CalPERS contract amendment, drafted by CalPERS, incorporating the agreed upon employee paid contribution towards the employer's share for the Executive Management Unit's Miscellaneous members' pension benefits beginning in July 2020. New Members, as designated by CAPERS are not impacted by this change. In accordance with Government Code 7522.30, New Members must pay fifty percent (50%) of the total normal cost of the benefit, which is subject to change based on projected costs. CalPERS' regulations require that the City first adopt a Resolution of Intention to approve an amendment to the contract between CalPERS. Following the adoption of the resolution of intent, the City must provide for a City of South San Francisco Page 1 of 2 Printed on 5/7/2020 powered by LegistarTM File #: 20-289 Agenda Date: 5/13/2020 Version: 1 Item #: 18. ballot election by the employees affected by the proposed benefit change (GC 20474, 20469). Then the City must amend the contract with Ca1PERS via ordinance (by June 2, 2020 for a July 10, 2020 effective date). COSTS This amendment to the CalPERS Contract will reduce the City's contribution towards the cost of impacted members' pension benefits by I% of salary. The first tier Classic Local Miscellaneous member contribution rate will increase from 8% to 9% of reportable earnings as of the effective date of the amendment to the contract. The second tier Classic Local Miscellaneous member contribution rate will increase from 7% to 8% of reportable earnings as of the effective date of the amendment to the contract. CONCLUSION It is recommended that the City Council adopt a Resolution of Intention and introduce an ordinance to amend the City's contract with Ca1PERS in order to implement the Council's adoption of the Executive Management Unit Compensation Plan, 2017-2022, which included a provision for all Classic Miscellaneous employees to contribute to the employer share of their Ca1PERS pension costs. Attachment: Executive Management Compensation Plan, 2017-2022 City of South San Francisco Page 2 of 2 Printed on 5/7/2020 powered by LegistarTM Tet eu,,q South Ste. f44f4� Compensation Plan for the Executive Management Unit July 1, 2017 to June 30, 2022 WK n City of South San Francisco Compensation Plan for the Executive Management Unit July 1, 2017 through June 30, 2022 Table of Contents Article Title Page Preamble........................................................................................................... 1 1 Executive Management Employees Defined .................................................... 1 2 Compensation................................................................................................... 1 2.1 Definitions................................................................................................. 1 2.1.1 Base Pay..................................................................................... 1 2.1.2 Enhanced Pay............................................................................. 1 2.2 Salary......................................................................................................... 1 2.3 Salary Survey............................................................................................. 2 2.4 Salary Control Point................................................................................... 2 2.5 Special Compensation................................................................................ 2 2.6 Emergency Declaration 2 3 Allowances and Reimbursements..................................................................... 3 3.1 Vehicles and Vehicle Allowances.......................................................... 3 3.2 Executive Management Wellness Program ............................................ 3 3.3 Education Expense Reimbursement Program ........................................ 3 3.4 Uniform Allowance for Safety Employees ............................................. 3 4 Benefits............................................................................................................. 4 4.1 Medical Insurance................................................................................... 4 4. 1.1 Available Medical Plans............................................................. 4 4.1.2 Payment of Premium Costs ........................................................ 4 4.1.2.1 Employee HMO Medical Premium Cost ........................ 4 4.1.2.2 Employee Non -HMO Medical Premium Cost ............... 3 4.1.3 Effective Date of Coverage........................................................ 4 4.1.4 Changes in Medical Insurance for Employees ........................... 4 4.2 Dental Insurance..................................................................................... 4 4.2.1 Core Dental Plan......................................................................... 4 4.2.2 Calendar Year Maximum........................................................... 4 4.2.3 Orthodontia................................................................................. 4 4.2.4 Payment of Premium Costs ........................................................ 4 4.2.5 Effective Date of Coverage........................................................ 4 4.2.6 Buy -Up Dental Plan .................................................................... 5 4.3 Vision Insurance..................................................................................... 5 Page ii City of South San Francisco Executive Management Compensation Plan July 1, 2017 through June 30, 2022 Article Title Page 4.3.1 Available Plan ............................................................................. 5 4.3.2 Payment of Premium Costs........................................................ 5 4.3.3 Effective Date of Coverage........................................................ 5 4.4 Discretionary Benefit Option.................................................................. 5 4.4.1 Proof of Alternate Insurance....................................................... 5 4.5 Life and Accidental Death and Dismemberment Insurance................... 5 4.5.1 Term Life Value......................................................................... 5 4.5.2 AD&D Value.............................................................................. 5 4.5.3 Payment of Premium Costs........................................................ 5 4.5.4 Effective Date of Coverage........................................................ 5 4.5.5 Supplemental Life Insurance...................................................... 5 4.6 Disability Insurance Programs................................................................ 5 4.6.1 Short-term Disability.................................................................. 6 4.6.2 Long-term Disability.................................................................. 6 4.6.3 Payment of Premium Costs........................................................ 6 4.6.4 Effective Date of Coverage........................................................ 6 4.7 Section 457 Deferred Compensation Plan .............................................. 6 4.8 Section 125 Flexible Benefit Plan.......................................................... 6 4.8.1 Group Insurance Premium Plan .................................................. 6 4.8.2 Health Care Reimbursement....................................................... 6 4.8.3 Dependent Care Reimbursement................................................ 6 4.9 Deceased Employee Benefits................................................................. 6 4.10 Retired Employee Benefits..................................................................... 6 4.10.1 Group Medical Insurance for Qualifying Retirees ..................... 6 4.10.2Medical After Retirement Account ("MARA") ......................... 7 4.10.3 Group Dental Insurance for Qualifying Retirees ........................ 7 4.10AGroup Vision Insurance for Qualifying Retirees ........................ 7 4.11 Retirement Benefits................................................................................ 7 4.11.1 Miscellaneous Employees............................................................ 7 4.11.1.1 2.7% at Age 55.............................................................. 7 4.11.1.2 2% at Age 60................................................................. 8 4.11.1.3 2% at Age 62................................................................. 8 4.11.2 Miscellaneous Employees Contribution to Retirement System... 8 4.11.2.1 Classic Miscellaneous Employee Share .................... 8 4.11.2.2 Miscellaneous class members PERS Cost-Sharing ... 8 4.11.3 Miscellaneous Employee Optional Public Agency Provisions.... 9 4.11.3.1 Military Service Credit as Public Service ...................... 9 4.11.3.2Unused Sick Leave Service Credit ................................. 9 4.11.41,ocal Safety Employees Retirement Formula ............................. 9 4.11.4.1 3% at Age 50................................................................. 9 4.11.4.2 3% at Age 55................................................................. 9 4.11.4.3 2.7% at Age 57.............................................................. 9 City of South San Francisco Executive Management Compensation Plan July 1, 2017 through June 30, 2022 Page iii Article Title Page 4.11.5Local Safety Employees Contribution to Retirement System...... 9 4.11.6Local Safety Employees Optional Public Agency Provisions..... 9 4.11.6.1 Military Service Credit as Public Service ...................... 9 4.11.6.2Third Level 1959 Survivor Benefits ............................... 10 4.11.6.2Unused Sick Leave Service Credit ................................. 10 4.12 Retirement Health Savings (RHS) Plan .................................................. 10 4.12.1 Employer Contributions for Employees Hired on or after April24, 2010.............................................................................. 10 4.12.2 Mandatory Employee Compensation Contributions ................... 10 4.12.3 Mandatory Employee Leave Contributions ................................ 10 4.12.4 Mandatory Excess Wellness Benefit Contribution ..................... 10 5 Holidays............................................................................................................ 10 5.1 Observed Holidays................................................................................. 10 5.1.1 Full-day Holidays......................................................................... 10 5.1.2 Half-day Holidays........................................................................ 10 5.2 National Day of Mourning or Celebration ............................................. 11 5.3 Discretionary Holiday............................................................................. 11 6 Leaves............................................................................................................... 11 6.1 Vacation.................................................................................................. 11 6.1.1 Vacation Accrual Rates............................................................... 11 6.1.2 Vacation Accumulation............................................................... 11 6.1.2.1 Prior to July 5, 2013 ........................................................ 11 6.1.2.2 Effective July 5, 2013 ...................................................... 11 6.2 Administrative Leave............................................................................. 11 6.2.1 Administrative Leave for New Employees .................................. 12 6.2.2 Supplemental Administrative Leave ............................................ 12 6.3 Medical Appointment Leave.................................................................. 12 6.4 Sick Leave.............................................................................................. 12 6.4.1 Amount of Sick Leave................................................................. 12 6.4.2 Maximum Paid Sick Leave Time ................................................ 12 6.5 Sick Leave as Family Care Leave ("Kin Care") ..................................... 12 6.6 Sick Leave Management Policy............................................................. 12 6.7 Bereavement Leave................................................................................ 13 6.7.1 Definition of Family Member for Bereavement Leave ................ 13 6.7.2 Leave Within California............................................................... 13 6.7.3 Leave Outside California............................................................. 13 6.8 Industrial Injury or Illness Leave........................................................... 13 6.8.1 Miscellaneous Employee Industrial Injury or Illness Leave Amounts....................................................................................... 13 6.8.2 Safety Employee Industrial Injury or Illness Leave Amounts..... 13 6.8.3 Workers' Compensation Disability Payments ............................. 13 6.8.4 Separation from City Employment as a Result of a Work-related 13 Page iv Article Title iA 9 10 City of South San Francisco Executive Management Compensation Plan July 1, 2017 through June 30, 2022 Injury or Illness 6.9 Military Leave........................................................................................ 6.10 Short-term or Long-term Disability Leave ............................................. 6.10. l Insurance Premiums..................................................................... 6.10.2Extending Leave........................................................................... 6.10.3 Separating an Employee on Leave ............................................... 6.11 Notification Procedures.......................................................................... 6.12 Separation Benefits................................................................................. 6.12.1 Payment of Unused Accrued Vacation Leave ............................ 6.12.2 Payment of Unused Accrued Sick Leave ................................... Recreation Facilities and Classes...................................................................... 7.1 Admission to Classes.............................................................................. 7.2 Use of Facilities...................................................................................... Administration of Compensation Program....................................................... 8.1 Administering Program.......................................................................... 8.2 Imposing Leave...................................................................................... 8.3 Conflicts with Laws................................................................................ Term of Compensation Program....................................................................... Signatures.......................................................................................................... Appendix A. Executive Management Classifications ..................................... AppendixB. Salary Schedule.......................................................................... Page 14 14 14 14 14 14 14 14 14 15 15 15 15 15 15 15 16 16 17 18 City of South San Francisco Compensation Plan for the Executive Management Unit July 1, 2017 through June 30, 2022 Preamble This Executive Management Compensation Plan sets forth those salaries, benefits, and terms and conditions of employment for full-time regular employees in Executive Management that shall be in effect commencing with the original Agreement and continuing thereafter, unless modified by the City Council. Article 1. Executive Management Employees Defined Executive Management consists of all full-time regular employees in those positions in the exempt service of the City of South San Francisco as identified in Appendix A. This unit also includes such classifications as may be added to it by the City at a later date. Article 2. Compensation 2.1 Definitions - 2.1.1. Base Pay—Base pay is the rate of compensation paid for a specified classification of employment, excluding any other payments. 2.1.2. Enhanced Pay—Enhanced pay is base pay plus incentive pay/special compensation. Each incentive pay will be computed on base pay. The sum of the base pay plus each incentive is the enhanced rate of pay. 2.2. Salary— All members in the Executive Management team shall receive across-the-board base pay adjustments in the amounts and with the effective dates as follows: • Year 1 (July 1, 2017 -June 30, 2018) effective the first full pay period including July 1, 2017, or the first full pay period following the adoption of the MOU by Council: three percent (3%); whichever is later; • Year 2 (July 1, 2018 -June 30, 2019) effective the first full pay period of July 2018: three percent (3%); • Year 3 (July 1, 2019 -June 30, 2020) effective the first full pay period of July 2019: the Safety employees will receive an adjustment to the 600, percentile of the salary survey for police officer and firefighter, or three percent (3%), whichever is greater; the Miscellaneous employees will receive 3%; City of South San Francisco Executive Management Compensation Plan Page 2 July 1, 2017 through June 30, 2022 • Year 4 (July 1, 2020 -June 30, 2021) effective the first full pay period of July 2020: the Miscellaneous employees will receive an adjustment to the 60th percentile or three percent (3%), whichever is greater; the Safety employees will receive 3%. • Year 5 (July 1, 2021 -June 30, 2022) effective the first full pay period of July 2021: three percent (3%). There will be no retroactive across-the-board base pay adjustments. 2.3. Salary Survey—The City shall conduct a salary survey for all Executive Team employees as provided which includes the medical premium cost sharing and Employee Ca1PERS Contribution Cost Sharing effective the pay periods including July 1, 2019. Any classification below market based on the salary survey shall be brought up to the 60th percentile of total compensation effective the pay period including July 1, 2019. In preparation for conducting the salary survey, the City will collaborate with the employees of the Executive Management Team to select the survey agencies. 2.4. Salary Control Point—A Control Point has been established for each Department Head classification. The Control Point is set at the 606' Percentile based on a market survey, considering internal alignment. The City Manager shall establish salaries for department heads within a range of 10% above or below the Control Point. Adjustments to control points do not result in an immediate increase, and are based on a periodic review of applicable classifications in the market. Salary placement is based upon performance review and experience. 2.5. Special Compensation—The City Manager has authority, in consultation with the City Council, to grant special compensation not to exceed 15% of base pay to Executive Management employees in the form of: 2.5.1. Management Incentive Pay due to the unique nature of their job and the special skills, knowledge and abilities required; and 2.5.2. Temporary Upgrade Pay when employees are required to work in an upgraded position/classification on a full-time, temporary basis. (Note: Temporary Upgrade is not reportable for PEPRA new members, or those hired by a Ca1PERS public agency, for the first time, on or after January 1, 2013.) Such special compensation must be reported periodically as earned, must be part of normally required duties, performed during normal work hours, and not paid exclusively in the final compensation period. 2.6. Emergency Declaration—In the event that a state emergency is declared for the City by the City Council, County of San Mateo, State of California, or Federal Government, employees will be paid at the rate of time and one-half for the hours worked in excess of 40 hours in a week on activities related to disaster management and recovery that are reimbursable by state or federal funding. Employees will be similarly compensated when rendering aid to other agencies in an emergency declaration situation where overtime is reimbursable by the requesting agency. Overtime shall be paid within a reasonable time to allow processing and shall not be withheld until settlement of claims for reimbursement. City of South San Francisco Executive Management Compensation Plan �1. July 1, 2017 through June 30, 2022 Page 3 Article 3. Allowances and Reimbursements 3.1 Vehicles and Vehicle Allowances—Effective August 1, 2015, Executive Management employees may receive either a monthly automobile allowance of $450 or elect to have a City -owned vehicle assigned for use in lieu of a monthly automobile allowance, provided that such assignment is approved by the City Manager and that the employee agrees to such conditions as may be established regarding the assignment of a vehicle. Vehicle or vehicle allowances as of the date of the printing of this document are outlined as follows: Job Classification Monthly Allowance Vehicle Assistant City Manager/Chief Sustainability Officer........................................................... x Chiefof Police.......................................................... x FireChief.................................................................. x Director of Economic & Community Develo ment . x Director of Human Resources ................................... x Director of Finance ................................................... x Chief Innovation Officer ........................................... x Communications Director ......................................... x Director of Parks & Recreation ................................. x Director of Public Works .......................................... x Library Director........................................................ x 3.2 Executive Management Wellness Program—Each employee may participate in the Executive Management Physical Fitness Program, up to a maximum of $1,000 per fiscal year. This program may be used for health club membership, unreimbursed medical expenses, physical fitness equipment, etc. or an employee may undergo an annual, comprehensive multiphasic physical examination at the City's expense by a qualified medical facility. All health-related program reimbursement is determined and approved by the City Manager. The City will contribute any unused wellness monies up to $1,000 in July of each year in a manner consistent with Section 4.12.(MARA). 3.3 Education Expense Reimbursement Program All employees are eligible to participate in this program. With approval by the City Manager, an employee who takes a course at an accredited institution of learning shall be eligible to receive reimbursement of up to 50% of the costs, not to exceed $2,000 per fiscal year, for tuition, fees, and course materials. 3.4 Uniform Allowance for Safety Employees—Subject to Department rules, safety employees may receive up to $1,000 per fiscal year for the purchase and maintenance of approved uniform items. This excludes items that are for personal health and safety such as protective garments and safety shoes. City of South San Francisco Executive Management Compensation Plan Page 4 July 1, 2017 through June 30, 2022 /O�1 Article 4. Benefits Employees shall be eligible to receive insurance benefits, subject to the terms and conditions of the City's contracts with health insurance providers, as follows: 4.1 Medical Insurance — 4.1.1 Available Medical Plans Eligible employees shall be permitted to select medical insurance coverage for themselves and their eligible dependents from one of the plans the City has with the carriers, subject to the terms and conditions of the City's contract with the providers. 4.1.2 Payment of Premium Costs—The City shall pay the equivalent of the HMO premium cost for employees and their dependents to the insurance provider for the plan selected by each employee. 4.1.2.1 Employee HMO Medical Premium Cost—All employees on the City's medical plans shall contribute an amount equal to 15% of the HMO premium based on plan choice and category of coverage (single, two, family). 4.1.2.2 Employee Non -HMO Medical Premium Cost—In addition to the Employee HMO premium cost, employees enrolled in more expensive plans pay any additional cost over the HMO rate based on plan choice and category of coverage (employee only, two or family). 4.1.3 Effective Date of Coverage—The effective date of medical insurance shall be the first of the month following the date of hire, provided the employee properly submits a completed enrollment form within 31 days of the eligibility date. Coverage shall terminate at 12:00 midnight on the last day of the month in which the employee is on paid status prior to separation from employment with the City. Dependent coverage shall terminate on the date prescribed by each medical insurance carrier's contract for discontinuance of dependents no longer eligible for coverage. 4.1.4 Changes in Medical Insurance for Employees—Should the City determine that there ought to be an amendment in medical plan providers, such as adding, deleting, or changing providers, the City will undertake this conversion, making every effort to maintain the same level of service to participants without costing the City additional funds for medical plan premiums. 4.2 Dental Insurance - 4.2.1 Core Dental Plan—Eligible employees and their dependents shall be provided dental insurance, subject to the terms and conditions of the City's contract with the provider. 4.2.2 Calendar Year Maximum—The annual maximum benefit is $1,500. 4.2.3 Orthodontia—The lifetime maximum orthodontia benefit is $1,000 for eligible dependents. 4.2.4 Payment of Premium Costs—The City shall pay the premium costs for eligible employees and their dependents to the insurance provider. 4.2.5 Effective Date of Coverage—Coverage is effective on the first day of the month following completion of 6 full -months of employment with the City, provided the City of South San Francisco Executive Management Compensation Plan July 1, 2017 through June 30, 2022 Page 5 employee properly submits a completed enrollment form within 31 days of the eligibility date. Coverage shall terminate at 12:00 midnight on the last day of the month in which the employee is on paid status prior to separation from employment with the City. 4.2.6 Buy -Up Dental Plan—Subject to the terms and conditions of the City's contract with the provider, employees may participate in an enhanced dental plan by paying the additional coverage costs over the core dental plan. 4.3 Vision Insurance - 4.3.1 Available Plan—Eligible employees and their dependents shall be provided vision insurance, including tint coverage, subject to the terms and conditions of the City's contract with the provider. 4.3.2 Payment of Premium Costs—The City shall pay the premium costs for employees and their dependents to the insurance provider. 4.3.3 Effective Date of Coverage—Coverage is effective on the first day of the month following date of hire. Coverage shall terminate at 12:00 midnight on the last day of the month in which the employee is on paid status prior to separation from employment with the City. 4.4 Discretionary Benefit Option—An employee may elect to receive $550 per month in deferred compensation monies in lieu of medical, dental, and vision benefits through the City. If an employee exceeds the deferred compensation annual maximum contribution limit, any remaining City contributions will be made to the employee's Medical After Retirement Account (MARA). 4.4.1 Proof of Alternate Insurance—The employee must provide proof of alternate medical insurance and will be held responsible for maintaining his or her own medical insurance benefits through the alternate source. 4.5 Life and Accidental Death and Dismemberment Insurance - 4.5.1 Term Life Value—Subject to the terms and conditions of the City's contract with the provider, the amount of Life Insurance benefit for employees is $50,000. 4.5.2 AD&D Value—Subject to the terms and conditions of the City's contract with the provider, the maximum amount of Accidental Death and Dismemberment Insurance benefit available for employees is $50,000. 4.5.3 Payment of Premium Costs—The City shall pay the premium costs for employees to the insurance provider. 4.5.4 Effective Date of Coverage—Coverage is effective on the first day of the month following date of hire. Coverage shall terminate on the date the employee ceases to be an employee of the City. 4.5.5 Supplemental Life Insurance—Employees may purchase additional life insurance at their own cost, subject to the terms and conditions of the plan. 4.6 Disability Insurance Programs—Subject to the terms and conditions of the City's contract with the provider, full-time employees shall be provided Short-term Disability (STD) and Long-term Disability (LTD) insurance. If an eligible and covered employee becomes disabled while insured, the provider will pay benefits according to the terms of the group policy after receipt of satisfactory proof of disability. City of South San Francisco Executive Management Compensation Plan Page 6 July 1, 2017 through June 30, 2022 el -N, 4.6.1 Short-term Disability—After a 20 -day waiting period, an employee may receive 66-2/3% of pre -disability earnings, reduced by any deductible income as determined by the insurance carrier, up to a maximum amount, until LTD benefits begins. 4.6.2 Long-term Disability—After a 90 -day waiting period, an employee may receive 66-2/3% of pre -disability earnings, reduced by any deductible income as determined by the insurance carrier, up to a maximum amount. 4.6.3 Payment of Premium Costs—The City shall pay the premium costs to the insurance providers. 4.6.4 Effective Date of Coverage overage is effective the first day of the calendar month following the date of hire. Coverage ends on the date employment terminates. 4.7 Section 457 Deferred Compensation Plan—Subject to the terms and conditions of the City's Deferred Compensation Plan, employees are eligible to participate in the IRS defined Section 457 plans available to City employees. 4.8 Section 125 Flexible Benefit Plan—Subject to the terms and conditions of the City's plan and the governing laws relating to Flexible Benefit Plans, each employee may participate in any or all of the plan's three (3) components. Section 125 benefits are available for employees and their dependents as defined by the U.S. Tax Code. 4.8.1 Group Insurance Premium Plan—Participants may elect to pay premium contributions for employee and/or dependent coverage under the City's health - care plans on a pre-tax basis. 4.8.2 Health Care Reimbursement—Participants may set aside salary of up to $2,000 ($2,500 effective 1/1/2013) per year on a pre-tax basis to be used to pay their qualified out-of-pocket unreimbursed health care expenses. 4.8.3 Dependent Care Reimbursement—Participants may set aside salary of up to $5,000 per year on a pre-tax basis to pay for their qualified dependent care expenses. 4.9 Deceased Employee Benefits—The City will allow the spouse of a deceased employee/retiree to purchase insurance from a City -provided medical, dental, or vision plan at the City's premium rate, provided all the following conditions are met: • the employee must be enrolled in the plan prior to the qualifying event; • there is no cost to the City; • the provider does not require a City contribution; and • the City is held harmless if the coverage is discontinued. 4.10 Retired Employee Benefits - 4.10.1 Group Medical Insurance for Qualifying Retirees—An employee who was hired on or prior to April 24, 2010 may elect to continue his or her City sponsored medical insurance if the employee is enrolled in the City's group medical plan and retires concurrently with CalPERS and the City. In order to be eligible for this benefit, the employee must have five years of continuous City employment at the time of his or her retirement. The monthly premium that the City will make for retiree medical insurance pursuant to this provision equals the monthly monetary contribution that the City makes for single retiree medical HMO coverage. City of South San Francisco Executive Management Compensation Plan f,-•, July 1, 2017 through June 30, 2022 Page 7 Retirees will be required to pay any additional costs in order to receive retiree medical benefits. An eligible retiree may also elect to continue dependent coverage provided that the retiree bears the full premium costs for any eligible dependents. A retiree must continually receive a Ca1PERS retirement allowance in order to remain eligible to receive retiree medical insurance contributions. Any retiree that unretires from CalPERS and returns to active service with a Ca1PERS covered agency will permanently forfeit their eligibility for retiree medical benefits pursuant to this provision. 4.10.2 Medical After Retirement Account ("ALARA')—An employee who was hired after April 24, 2010, will receive City contributions of one and one-half percent (1.5%) of such an employee's base salary toward a Medical after Retirement Account (e.g. VEBA or similar City -sponsored plan). 4.10.3 Group Dental Insurance for Qualifying Retirees—An employee may elect to continue his or her City -sponsored dental insurance if the employee is enrolled in the City's group dental plan and retires concurrently with Ca1PERS and the City. In order to be eligible for this benefit, the employee must have five years of continuous City employment at the time of his or her retirement. The retiree bears the full premium costs for himself/herself and any eligible dependents and will be completely responsible for these payments and for continuing dental coverage. 4.10.4 Group Vision Insurance for Qualifying Retirees—An employee may elect to �. continue his or her City -sponsored vision insurance if the employee is enrolled in the City's group vision plan and retires concurrently with Ca1PERS and the City. In order to be eligible for this benefit, the employee must have five years of continuous City employment at the time of his or her retirement. The retiree bears the full premium costs for himself/herself and any eligible dependents and will be completely responsible for these payments and for continuing vision coverage. 4.10.5 Continued Retiree Health Eligibility A retiree must continually receive a Ca1PERS retirement allowance in order to remain eligible to receive retiree medical insurance contributions. Any retiree that un -retires from Ca1PERS and returns to active service with a Ca1PERS covered agency, excluding active service with the City of South San Francisco, will permanently forfeit their eligibility for retiree medical benefits pursuant to this provision. A retiree that un -retires from Ca1PERS and returns to active service with the City of South San Francisco is eligible to resume his/her retiree health benefits upon retiring again from the City after at least one (1) year of continuous service. The City Manager may approve an exception to the one (1) year of continuous service requirement in the event of an unforeseen circumstance that prevents the employee from completing the year of service. 4.11 Retirement Benefits—The benefit contract in effect between the City and the Public Employees' Retirement System (PERS) on behalf of employees of this unit shall be continued during the term of this Agreement. 4.11.1 Miscellaneous Employees Retirement Formula - 4.11.1.1. 2.7% at Age 55 --Classic Members as defined by Ca1PERS who were hired by the City before April 24, 2010 will be provided a retirement City of South San Francisco Executive Management Compensation Plan Page 8 July 1, 2017 through June 30, 2022 benefit formula of Miscellaneous Employees 2.7% at age 55 with one-year final compensation. 4.11.1.2.2% at Age 60—Classic Members as defined by Ca1PERS who were hired by the City on or after April 24, 2010 will be provided a retirement benefit formula of Miscellaneous Employees 2% at age 60 with 3 -year final compensation. 4.11.1.3. 2% at Age 62 New Members as defined by PEPRA will be provided a retirement benefit formula of Miscellaneous Employees 2% at age 62 with 3 -year final compensation. 4.11.2 Miscellaneous Employees Contributions to Retirement System—The rate prescribed by the Social Security Act for employee contributions shall be deducted from the employee's pay by the City. The rate prescribed by the Public Employees' Retirement Law (PERL) for employee contributions shall be deducted from the employee's pay by the City and forwarded to PERS in accordance with the rules and regulations governing such employee contributions. 4.11.2.1 Classic Miscellaneous Employee Share–Employees will pay the employee portion to the Public Employees' Retirement System in accordance with the rules and regulations governing such contributions. The employee contribution for Classic Miscellaneous members as designated by Ca1PERS is 8% for employees enrolled in the 2.7%A55 formula. Any Classic Miscellaneous members enrolled in 2%@60 formula shall pay 7% Employee Share. New Members as designated by Ca1PERS shall pay 50% of the total normal cost rate, in accordance with Government Code 7522.30. Employee contributions will be tax-deferred under IRC Section 414(h)(2). 4.11.2.2 Miscellaneous Classic Members PERS Cost-sharing contribution— Effective July 2019 with the implementation of the PERS amendment and as authorized by GC 20516(f), Miscellaneous Classic Members and the City agree to a pension -cost sharing arrangement where all Safety Classic members shall pay, in addition to the current 7% or 8% employee contribution, an additional as follows: • Year 3 (July 1, 2020 -June 30, 202 1) effective first full pay period of July 2020: employees will contribute an additional one percent (1.5%) in addition to their employee contribution • Year 4 (July 1, 2021 -June 30, 2022) effective first full pay period of July 2021: employees will contribute an additional one percent (1%) in addition to their employee contribution • Thereafter, the employees will be obligated to pay 2% of the employer rate, plus 7% or 8% of the employee contribution for a total employee commitment of 9-10%, depending on whether they are enrolled in the 2.7%@55 formula or 2%@60 formula. The contributions will be tax-deferred under IRC section 414(h)(2). Employee contributions will be credited to each member's account as City of South San Francisco Executive Management Compensation Plan �...� July 1, 2017 through June 30, 2022 Page 9 normal contributions and will be refundable to members who separate from Ca1PERS covered employment and elect to withdraw their contributions. 4.11.3 Miscellaneous Employees Optional Public Agency Provisions - 4.11.3.1.1 Military Service Credit as Public Service An employee may purchase up to four years of service credit for any continuous active military or merchant marine service prior to employment. 4.11.3.1.2 Unused Sick Leave Service Credit—Credit for unused sick leave. 4.11.4 Local Safety Employees Retirement Formula - 4.11.4.1 3% at age 50—Classic Members as defined by the Public Employees' Pension Reform Act (PEPRA) who are hired by the City before April 24, 2010 will be provided a retirement benefit formula of Local Safety 3% at age 50 with one-year final compensation. 4.11.4.2 3% at age 55—Classic Members as defined by PEPRA who are hired by the City on or after April 24, 2010 will be provided a retirement benefit formula of Local Safety 3% at age 55 with 3 -year final compensation. 4.11.4.3 2.7% at age 57 New Members as defined by PEPRA will be provided a retirement benefit formula of Local Safety 2.7% at age 57 with 3 -year final compensation. 4.11.5 Local Safety Employees Contribution to Retirement System - 4.11.5.1 Local Safety Employee Share—Employees will pay the employee portion to the Public Employees' Retirement System in accordance with the rules and regulations governing such contributions. The employee contribution for Classic Safety members as designated by Ca1PERS is 9%. New members as designated by Ca1PERS shall pay 50% of the total normal cost rate, in accordance with Government Code 7522.30. Employee contributions will be tax-deferred under IRC Section 414(h)(2). 4.11.5.2 Safety Classic Members PERS Cost -Sharing Contribution— Effective with the implementation of the PERS amendment and as authorized by GC 20516(f), Safety Classic Members and the City agree to a pension -cost sharing arrangement where all Safety Classic members shall pay, in addition to the current 9% employee contribution, an additional amount based on the employee's underlying Safety unit (Police or Fire). The contributions will be tax-deferred under IRC section 414(h)(2). Employee contributions will be credited to each member's account as normal contributions and will be refundable to members who separate from Ca1PERS covered employment and elect to withdraw their contributions. 4.11.6 Local Safety Employees Optional Public Agency Provisions - 4.11.6.1 Military Service Credit as Public Service—An employee may purchase up to four years of service credit for any continuous active military or merchant marine service prior to employment. City of South San Francisco Executive Management Compensation Plan Page 10 July 1, 2017 through June 30, 2022 4.11.6.2 Third Level 1959 Survivor Benefits—Survivor benefits for members who are not covered by Social Security. 4.11.6.3 Unused Sick Leave Service Credit --Credit for unused sick leave. 4.12 Medical After Retirement Account ("MARA')- 4.12.1 Employer Contributions for Employees Hired on or after April 24, 2010 The City will contribute one and one half percent (1.5%) of such an employee's base salary toward a Medical after Retirement Account (e.g. VEBA or similar City -sponsored plan). 4.12.2 Mandatory Employee Compensation Contributions—The City will make mandatory contributions of employee compensation to the MARA plan as follows: Reduction of salary of $50 per pay period to be deposited into the MARA plan. 4.12.3 Mandatory Employee Leave Contributions—All employees shall contribute accrued leave to the MARA plan pursuant to 6.12. Separation Benefits as follows: At retirement or separation, • 100 % of payment of Unused Accrued Sick Leave, • 100% of payment of Unused Accrued Administrative Leave, and 0 50% of payment of Unused Accrued Vacation Leave. 4.12.4 Mandatory Excess Wellness Benefit Contribution—Annual payout of 100% of unused Executive Management Wellness Benefit pursuant to Section 3.2. Article 5. Holidays 5.1 Observed Holidays - 5.1.1 Full-day Holidays—The City shall observe the following full-day holidays. January 1..................................................................... New Year's Day Third Monday in January ........................................... Martin Luther King, Jr. Day Third Monday in February ......................................... President's Day Last Monday in May .................................................. Memorial Day July 4.......................................................................... Independence Day First Monday in September ........................................ Labor Day Second Monday in October ........................................ Columbus Day Observed November 11.............................................................. Veteran's Day Fourth Thursday in November ................................... Thanksgiving Day Friday following Fourth Thursday in November ....... Day After Thanksgiving December 25............................................................... Christmas Day 5.1.2 Half-day Holidays—In addition, the City observes the following half-day holidays. December 24................................................................ Christmas Eve Day December 31................................................................ New Year's Eve Day City of South San Francisco Executive Management Compensation Plan July 1, 2017 through June 30, 2022 Page 11 5.2 National Day of Mourning or Celebration—In addition, the City may observe any other day of national mourning or celebration, provided that it has been proclaimed by the City Council and the Council directs the closure of the City offices for public service. Any such day shall be granted only to those employees who are regularly scheduled to work on the day for which such day is proclaimed. 5.3 Discretionary Holiday—An employee shall be eligible for one 8 -hour holiday each year, in addition to the holidays observed by the City. Once accrued, this discretionary holiday should be used before vacation leave. An employee must take the discretionary holiday before the last payperiod of the calendar year. An employee who has not used the discretionary holiday before the last pay period of the calendar year shall forfeit the unused holiday. No cash payouts will be allowed Article 6. Leaves 6.1 Vacation—All employees shall be eligible to earn and be granted vacation leave. 6.1.1 Vacation Accrual Rates—Each employee shall accrue vacation hours in accordance with the following accrual rate schedule. Length of Service 1St through 4th years, inclusive 5th through 14th years, inclusive 15th through 24th years, inclusive 25th and succeeding years 6.1.2 Vacation Accumulation— Payperiod Annual Accrual Rate Accrual 4.62 hours 15 days 6.16 hours 20 days 7.69 hours 25 days 9.23 hours 30 days 6.1.2.1 An employee may accumulate up to 2 times the annual accrual rate of vacation hours. Once an employee has accumulated 2 times the annual accrual, no further vacation leave will accrue until the pay period after the vacation balance has been reduced below the two-year cap. 6.1.3 Vacation Leave Cash-Out—Employees shall be allowed to cash out up to 120 hours of unused accrued vacation per calendar year with the following provisions: • Employees must have completed a minimum of one year of service. • Employees must maintain a minimum of 80 hours of accrued vacation hours in their vacation bank. • Time may be sold twice annually in May and November. • Executive Team members will have a one-time opportunity to sell back up to 120 hours of vacation for 2017 during the month of July 2017. In future years, the July sell back period will not be available. The July opportunity does not increase the total number of hours available for sell back in 2017 (capped at 120 hours). 6.2 Administrative Leave—Each employee shall be entitled to receive 40 hours per fiscal year of administrative leave in recognition of the City's expectation that members City of South San Francisco Executive Management Compensation Plan Page 12 July 1, 2017 through June 30, 2022 of this group routinely and consistently perform the duties of their positions during times that involve hours in excess of the normal 5 -day, 40 -hour workweek. Said 40 hours shall accrue on July l st of each fiscal year. Administrative leave not taken before the last pay period in the fiscal year shall be forfeited. 6.2.1 Administrative Leave for New Employees—Immediately upon hiring, a new employee shall be entitled to receive administrative leave at the rate of 1.538 hours for each payperiod of employment remaining in the fiscal year during the year the employee was hired. 6.2.2. Supplemental Administrative Leave—Employees in this unit are also eligible to receive up to an additional 40 hours of administrative leave per fiscal year. Although it is recognized that not all members of this unit may satisfy the eligibility criteria and only those satisfying the criteria may receive the additional hours, employees in Executive management will automatically receive an additional 40 hours of administrative leave without the need to apply in writing Supplemental administrative leave not used before the last pay period in the fiscal year shall be forfeited. The criteria for supplemental administrative leave is determined by the City Manager. The City Manager may deny the additional 40 hours of administrative leave to any member of the Executive Team at his sole discretion. 6.3 Medical Appointment Leave An employee may be granted leave without loss of salary or benefits for the purpose of going to appointments with medical doctors or dentists in instances where the employee is unable to arrange for such appointments to occur during non -work time. The first 8 hours of medical appointment leave per calendar year shall not be charged to sick leave; all other absences related to medical appointments shall be charged to sick leave. 6.4 Sick Leave An employee who is temporarily and/or partially disabled from performing the full scope of the usual and customary duties of the position as the result of an injury or illness that is not industrially caused shall be eligible to receive sick leave without loss of salary or benefits within the limits set forth below. 6.4.1 Amount of Sick Leave—Each employee will accrue 8 hours per month of sick leave. Such leave may be accumulated without limit. 6.4.2 Maximum Paid Sick Leave Time An employee who has insufficient unused sick leave hours on record to cover any absence from the job shall use accrued vacation leave and administrative leave prior to receiving authorization for leave of absence without pay. 6.5 Sick Leave as Family Care Leave ("Kin Care')—Employees accumulate sick leave each year as defined in the sick leave article of this Agreement. In recognition of Labor Code 233, effective January 1, 2000, employees are permitted to use up to half of their annual sick leave allotment, in any calendar year, for the purpose of obtaining medical consultation, treatment, or for caring for a sick family member. 6.6 Sick Leave Management Policy—The City's Sick Leave Management Policy Administrative Instruction defines abuse of sick leave as the use of sick leave for purposes other than illness or injury. Consistent with this Policy, the monitoring, management, maximum sick leave use, and reporting should conform to a general City City of South San Francisco Executive Management Compensation Plan r July 1, 2017 through June 30, 2022 Page 13 standard. Therefore, employees exceeding 56 hours or 7 occurrences of sick leave per year will be subject to a review of sick leave usage. 6.7 Bereavement Leave—An employee may be granted paid leave of absence upon the death or for the funeral of a family member as defined below. 6.7.1 Definition of Family Member for Bereavement Leave—For the purpose of bereavement leave, a family member is defined as a spouse, child, father, mother, brother, sister, grandfather, grandmother, father-in-law, mother-in-law, brother- in-law, sister-in-law, daughter-in-law, and son-in-law. In addition, the department head may grant bereavement leave to an employee upon the death or for the funeral of some other person, if in the opinion of the City Manager, there existed an extraordinarily close familial relationship between the employee and such other person. 6.7.2 Leave Within California—Employees may be granted up to a maximum of 24 hours of bereavement leave per occurrence for the death or for the funeral of a family member residing within California. 6.7.3 Leave Outside California—Employees may be granted up to a maximum of 40 hours of bereavement leave per occurrence for the death or for the funeral of a family member residing outside of California. 6.8 Industrial Injury or Illness Leave—An employee who is temporarily and/or partially disabled from performing work as a result of any injury or illness that has been determined to be industrially caused and requires the employee to be absent from work, shall be entitled to receive paid industrial injury or illness leave without loss of salary or benefits, as indicated. 6.8.1 Miscellaneous Employee Industrial Injury or Illness Leave Amounts—An employee shall be eligible to receive paid industrial injury or illness leave for all time the employee is normally scheduled to work but is unable to work during a 90 -calendar day period following the date upon which the injury or illness caused the period of temporary and/or partial disability and necessitated the employee's absence from work. 6.8.2 Safety Employee Industrial Injury or Illness Leave Amounts—A safety employee who is temporarily and/or partially disabled from performing work as a result of any injury or illness, which has been determined to be industrially caused necessitating absence from work, shall be entitled to receive paid injury leave without loss of salary or benefits as provided for in Labor Code Section 4850 and its related sections. 6.8.3 Workers' Compensation Disability Payments—An employee who is receiving paid industrial injury or illness leave shall assign to the City all workers' compensation insurance proceeds received by the employee for all of the time for which the employee also received paid leave from the City. 6.8.4 Separation from City Employment as a Result of a Work-related Injury or Illness—A separation may arise out of a work-related disability, which is of a serious or life/threatening nature, that prohibits the employee from engaging in the usual or customary occupation or a similar occupation, and which severely City of South San Francisco Executive Management Compensation Plan Page 14 July 1, 2017 through June 30, 2022 fe"*N limits the employee's mobility and ability to engage in productive and gainful employment with or without reasonable accommodation. 6.9 Military Leave—This leave shall be granted in accordance with the provisions of applicable state and federal law. 6.10 Short-term- or Long-term Disability Leave Upon an employee qualifying for short-term or long-term disability insurance benefits, in accordance with the requirements of the City's policy, the City shall determine whether to separate the employee from the position or grant the employee a leave of absence without pay for any period up to 365 - calendar days or a reasonable extension thereof. 6.10.1 Insurance Premiums—The City will continue to pay insurance premiums for a disabled employee until the date upon which the employee is separated from City employment. 6.10.2 Extending Leave—If the City grants an employee a leave of absence without pay for any period and the employee is unable to resume work prior to or at the expiration of such leave, the City may subsequently grant additional leave if circumstances warrant such additional leave. In accordance with applicable law, the City may also choose to separate the employee from City service. An employee who has been granted a leave of absence without pay may request and receive payment for any unused vacation leave accrued but not used by the employee. 6.10.3 Separating an Employee on Leave—The City will not separate an employee until the employee has been qualified for long-term disability benefits for a period of at least 90 days, except in those instances where the City and the employee agree to an earlier separation. 6.11 Notification Procedures An appropriate City -designated leave form should be submitted subsequent to each occurrence of non -discretionary leave, such as Sick Leave, Paid Family Care Leave, Sick Leave as Family Care, Bereavement Leave, Military Leave, Medical Appointment Leave, personal leave, and any other leave that would qualify under this provision. The form should indicate the purpose of the leave. The City reserves the right to take such action it deems necessary to confirm or verify use of this leave. Such leave may run concurrently with leave taken under the state or federal family leave laws pursuant to City regulations. 6.12 Separation Benefits—Payment of separation benefits may be deferred from the time of separation to the first payperiod in the calendar year immediately following the date of separation, at the employee's option. 6.12.1 Payment of Unused Accrued Vacation Leave Upon Separation An employee who retires or separates from City employment and who has accumulated unused vacation time on record, shall be compensated at the employee's enhanced hourly rate of pay as of the date of separation for all such unused vacation hours in a manner consistent with Section 4.12. (MARA). 6.12.2 Payment of Unused Accrued Sick Leave Upon Separation—Employees are eligible to receive payment for unused accumulated sick leave. An employee shall be paid at the employee's enhanced hourly rate of pay for half of the accumulated sick leave hours. However, no employee shall receive payment of City of South San Francisco Executive Management Compensation Plan �1111 July 1, 2017 through June 30, 2022 Page 15 any accrued sick leave hours in excess of 1,200; the maximum payable hours of 600. Employees are eligible to receive payment for unused accumulated sick leave in the following circumstances: • Death; or * Disability Retirement form CalPERS; or • Full service retirement provided that all the following conditions are met: 0 10 years of consecutive full time City service; and o Simultaneous retirement from City service and a receipt of a service retirement from Ca1PERS. This is also the method for defining "Unused Accrued Sick Leave" pursuant to section 4.12. MARA Mandatory Leave Contributions. Article 7. Recreational Facilities and Classes 7.1 Admission to Classes—All regular employees shall be entitled to free admission to City recreation facilities and to free enrollment in up to 8 recreational classes during a 12 -month period (lab fees or ingredient fees are not included). 7.2 Use of Facilities—Employees using City recreation facilities and enrolled in City recreational classes shall engage in such activities only during the employee's non -work time. Employee admission to recreation facilities and recreation classes shall be accomplished in conformance with the rules and regulations established by the Parks, Recreation, and Maintenance Services Department. Article 8. Administration of Compensation Program 8.1 Administering Program—The City Manager through the Personnel Officer shall administer the Executive Management Compensation Program and may establish such policies, rules, and regulations as are deemed appropriate for the effective administration of the Program. Employees shall comply with such policies, rules, and regulations as established by the City Manager. 8.2 Imposing Leave—The City Manager may grant or impose administrative leave without loss of pay or benefits for members of Executive Management for any purpose deemed by the City Manager to be appropriate to the circumstances. 8.3 Conflicts with Law—In the event that the provisions of this Compensation Program are found to be in conflict with state or federal law or regulation, the provisions of the law or regulation shall prevail. Page 16 Article 9. Term of Compensation Program City of South San Francisco Executive Management Compensation Plan July 1, 2017 through June 30, 2022 This Compensation Program will be in effect from July 1, 2017 to June 30, 2022, unless this Program is modified at an earlier time. Article 10. Signatures. Signed this ` day of For the Executive Management nit: � �Dn -- Q--- Jeft Azzopa i, Chief Negotiator _ 20-1I r4l For the City: Rebecca Bu)nside, Chief Negotiator W—M Resources Director City of South San Francisco Executive Management Compensation Plan �.� July 1, 2017 through June 30, 2022 Page 17 Appendix A Executive Management Classifications Those classifications in the Executive Management unit are the following: ♦ Assistant City Manager/Chief Sustainability Officer ♦ Assistant to the City Manager ♦ Chief of Police ♦ Fire Chief ♦ Director of Economic and Community Development ♦ Director of Finance ♦ Director of Human Resources ♦ Chief Innovation Officer ♦ Communications Director ♦ Director of Parks and Recreation ♦ Director of Public Works ♦ Library Director Page 18 Appendix B Salary Schedule City of South San Francisco Executive Management Compensation Plan July 1, 2017 through June 30, 2022 JOB TITLE JOB CODE EFFECTIVE DATI UNIT PAY RATE MINIMUM CONTROL POINT MAXIMUM ACM / CHIEF SUSTAINABILITY OFFICER N100 30 -JUN -2017 EXEC Hourly Rate 101.94 112.13 123.34 Bi -Weekly Rate 8154.91 8970A0 9867.44 Monthly 17668.97 19435.87 21379.45 ASSISTANT TO THE CITY MANAGER N180 30 -JUN -2017 EXEC Hourly Rate 59.32 65.25 71.78 Bi -Weekly Rate 4745.45 5220.00 5742.00 Monthly 10281.82 11310.00 12441.00 CHIEF INNOVATION OFFICER N165 30 -JUN -2017 EXEC Hourly Rate 86.44 95.08 104.59 Bi -Weekly Rate,6914.91 7606.40 8367.04 Monthly 14982.30 16480.53 18128.59 COMMUNICATIONS DIRECTOR N190 30 -JUN -2017 EXEC Hourly Rate 86.44 95.08 104.59 Bi -Weekly Rate 6914.91 7606.40 8367.04 T Monthly 14982.30 16480.53 18128.59 ECONOMIC & COMMUNITY DEVELOPMENT DIRECTC N140 30 -JUN -2017 EXEC Hourly Rate 88.36 97.20 106.92 Bi -Weekly Rate 7069.09 7776.00 8553.60 Monthly 15316.36 16848.00 18532.80 FINANCE DIRECTOR N145 30 -JUN -2017 EXEC Hourly Rate 88.36 97.20 106.92 Bi -Weekly Rate 7069.09 7776.00 8553.60 Monthly 15316.36 16848.00 18532.80 FIRE CHIEF N150 30 -JUN -2017 EXEC Hourly Rate 1 98.62 108.48 119.33 Bi -Weekly Rate Monthly 7889.45 17093.82 8678.40 18803.20 9546.24 20683.52 HUMAN RESOURCES DIRECTOR N130 30 -JUN -2017 EXEC Hourly Rate 86.44 95.08 104.59 _._..._..._ ..`-.._._..._.._.._......._..._...._.._......_.......__......._... .......... ---.._.............................._.... Bi -Weekly Ra Monthly 6914.91 14982.30 7606.40 16480.53 8367.04 18128.59 LIBRARY DIRECTOR N110 30 -JUN -2017 EXEC Hourly Rate 86.44 95.08 104.59 Bi -Weekly Rate 6914.91 7606.40 8367.04 Monthly 14982.30 16480.53 18128.59 PARKS & RECREATION DIRECTOR N175 30 -JUN -2017 EXEC Hourly Rate 86.54 95.19 104.71 BkWeek Rate 6922.91 7615.20 8376.72 Month 14999.64 16499.60 18149.56 POLICE CHIEF N155 30 -JUN -2017 EXEC Hour Rate 97.43 107.17 117.89 _ Bi-Weeldy Ra 7794.18 8573.60 9430.96 Month 16887.39 18576.13 20433.75 PUBLIC WORKS DIRECTOR IN160 30 -JUN -2017 EXEC Hourly Rate 87.79 96.57 106.23 BkWeek Ra 7023.27 7725.60 8498.16 Month 15217.09 16738.80 18412.68 City of South San Francisco Executive Management Compensation Plan July 1, 2017 through June 30, 2022 Executive Management Side Letter Page 19 The City will establish a 401(a) for PEPRA employees ("New Members" as defined by CaIPERS) no later than December 31, 2017. Published by Human Resources Department City of South San Francisco Street Address: First Floor City Hall 400 Grand Avenue South San Francisco CA 94080 Web Site www.ssf.net Mailing Address: P. O. Box 711 South San Francisco CA 94083 650/877-8522 Tel 650/829-6699 Job Line 650/829-6698 Fax tl�1 . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-290 Agenda Date: 5/13/2020 Version: 1 Item #: 18a. Resolution of Intention to approve an Amendment to Contract between the Board of Administration California Public Employees' Retirement System and the City Council City of South San Francisco. WHEREAS, staff recommends approval of an amendment to contract between PERS and the City of South San Francisco; and WHEREAS, with previous approval from Council, the City reached agreement with its Executive Management Unit to modify its PERS contracts to provide Local Miscellaneous members the ability to pay a portion of the employer cost for their benefits beginning the first full pay period in July 2020 (i.e., July 10, 2020). NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby approves an amendment to the contract between the Board of Administration, California Public Employees' Retirement System (PERS) and the City of South San Francisco to provide Executive Management Unit Classic Local Miscellaneous members the ability to pay a portion of the employer share of their Ca1PERS pension costs. BE IT, FURTHER RESOLVED that the City Manager is hereby authorized to execute the contract on behalf of the City Council of the City of South San Francisco City of South San Francisco Page 1 of 1 Printed on 5/27/2020 powered by LegistarTM . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-322 Agenda Date: 5/13/2020 Version: 1 Item #: 18b. Ordinance approving an amendment to the contract between the Board of Administration California Public Employees' Retirement System and the City Council of the City of South San Francisco. WHEREAS, the Public Employees' Retirement Law (California Government Code Section 20000 et seq., the "Law") permits the participation of public agencies and their employees in the Public Employees' Retirement System ("PERS") by the execution of a contract, and sets forth the procedure by which said public agencies may elect to subject themselves and their employees to amendments to said Law; and WHEREAS, the City of South San Francisco (the "City") and the Board of Administration California Public Employees' Retirement System have entered into a contract effective September 1, 1945 (and heretofore subsequently amended) related to the Public Employees' Retirement System ("Contract"); and WHEREAS, the City has negotiated with its Executive Management Unit a Compensation Plan effective July 1, 2017 through June 30, 2022, that includes a provision stating that with the implementation of an amendment to the PERS contract and as authorized by GC 20516(f), Local Miscellaneous Classic Members and the City agree to a pension -cost sharing arrangement where all Classic members shall pay, in addition to their current 7% or 8% employee contribution, an additional one percent (1% ) effective the first full pay period of July 2020 and an additional one percent (1%) for a total additional two percent (2%) effective the first full pay period of July 2021; and WHEREAS, the California Public Employees' Retirement System staff have prepared the attached Amendment to Contract to implement the ability of Executive Management Unit Local Miscellaneous member employees to share in the employer costs of their pension benefit. NOW, THEREFORE, the City Council of the City of South San Francisco does ORDAIN as follows: Section 1. RECITALS. The City Council hereby finds that the foregoing Recitals are true and correct. Section 2. APPROVAL OF AMENDMENT. The City Council does hereby approve the Amendment to Contract between the Board of Administration, California Public Employees' Retirement System and the City Council of the City of South San Francisco ("Exhibit A") attached hereto and incorporated herein by this reference. Section 3. AUTHORIZATION. The City Council hereby authorizes, empowers and directs the Mayor of the City to execute the Amendment and any documents related thereto on behalf of the City. City of South San Francisco Page 1 of 2 Printed on 5/15/2020 powered by LegistarTM File M 20-322 Agenda Date: 5/13/2020 Version: 1 Item M 18b. Section 4. PUBLICATION AND EFFECTIVE DATE. Pursuant to the provisions of Government Code Section 36933, a summary of this Ordinance shall be prepared by the City Attorney. At least five (5) days prior to the Council meeting at which this Ordinance is scheduled to be adopted, the City Clerk shall (1) publish the Summary, and (2) post in the City Clerk's Office a certified copy of this Ordinance. Within fifteen (15) days after the adoption of this Ordinance, the City Clerk shall (1) publish the summary, and (2) post in the City Clerk's Office a certified copy of the full text of this Ordinance along with the names of those City Council members voting for and against this Ordinance or otherwise voting. This ordinance shall become effective thirty (30) days from and after its adoption. Section 5. SEVERABILITY. In the event any section or portion of this ordinance shall be determined invalid or unconstitutional, such section or portion shall be deemed severable and all other sections or portions hereof shall remain in full force and effect. City of South San Francisco Page 2 of 2 Printed on 5/15/2020 powered by LegistarTM '._ Ca1PERS California Public Employees' Retirement System EXHIBIT A AMENDMENT TO CONTRACT Between the Board of Administration California Public Employees' Retirement System and the City Council City of South San Francisco The Board of Administration, California Public Employees' Retirement System, hereinafter referred to as Board, and the governing body of the above public agency, hereinafter referred to as Public Agency, having entered into a contract effective September 1, 1945, and witnessed September 12, 1945, and as amended effective September 1, 1949, December 1, 1953, January 1, 1960, January 1, 1963, February 1, 1967, January 1, 1968, January 1, 1969, November 1, 1973, April 19, 1974, January 21, 1977, November 11, 1977, December 19, 1980, August 23, 1985, January 23, 1987, December 22, 1989, January 1, 1992, October 9, 1993, April 23, 1994, June 13, 1996, May 11, 2001, November 22, 2002, January 17, 2003, December 19, 2003, April 25, 2010, December 15, 2017 and October 19, 2018 which provides for participation of Public Agency in said System, Board and Public Agency hereby agree as follows: A. Paragraphs 1 through 18 are hereby stricken from said contract as executed effective October 19, 2018, and hereby replaced by the following paragraphs numbered 1 through 18 inclusive: 1. All words and terms used herein which are defined in the Public Employees' Retirement Law shall have the meaning as defined therein unless otherwise specifically provided. 'Normal retirement age" shall mean age 55 for classic local miscellaneous members entering membership on or prior to April 25, 2010, age 60 for classic local miscellaneous members entering membership for the first time in the miscellaneous classification after April 25, 2010, age 62 for new local miscellaneous members, age 50 for classic local safety members entering membership on or prior to April 25, 2010, and age 55 for classic local safety members entering membership for the first time in the safety classification after April 25, 2010, and age 57 for new local safety members. PLEASE DO NOT SIGN "EXHIBIT ON' Y" 2. Public Agency shall participate in the Public Employees' Retirement System from and after September 1, 1945 making its employees as hereinafter provided, members of said System subject to all provisions of the Public Employees' Retirement Law except such as apply only on election of a contracting agency and are not provided for herein and to all amendments to said Law hereafter enacted except those, which by express provisions thereof, apply only on the election of a contracting agency. 3. Public Agency agrees to indemnify, defend and hold harmless the California Public Employees' Retirement System (CaIPERS) and its trustees, agents and employees, the CaIPERS Board of Administration, and the California Public Employees' Retirement Fund from any claims, demands, actions, losses, liabilities, damages, judgments, expenses and costs, including but not limited to interest, penalties and attorney fees that may arise as a result of any of the following: (a) Public Agency's election to provide retirement benefits, provisions or formulas under this Contract that are different than the retirement benefits, provisions or formulas provided under the Public Agency's prior non-CaIPERS retirement program. (b) Any dispute, disagreement, claim, or proceeding (including without limitation arbitration, administrative hearing, or litigation) between Public Agency and its employees (or their representatives) which relates to Public Agency's election to amend this Contract to provide retirement benefits, provisions or formulas that are different than such employees' existing retirement benefits, provisions or formulas. (c) Public Agency's agreement with a third party otherthan CaIPERS to provide retirement benefits, provisions, or formulas that are different than the retirement benefits, provisions or formulas provided under this Contract and provided for under the California Public Employees' Retirement Law. 4. Employees of Public Agency in the following classes shall become members of said Retirement System except such in each such class as are excluded by law or this agreement: a. Local Fire Fighters (herein referred to as local safety members); b. Local Police Officers (herein referred to as local safety members); C. Employees other than local safety members (herein referred to as local miscellaneous members). PLEASE DO NOT SIGN "EXHIBIT ONY" 5. In addition to the classes of employees excluded from membership by said Retirement Law, the following classes of employees shall not become members of said Retirement System: a. PERSON WHO ARE COMPENSATED ON AN HOURLY BASIS WHO ARE EMPLOYED JANUARY 1, 1963 OR AFTER 6. The percentage of final compensation to be provided for each year of credited prior and current service as a classic local miscellaneous member in employment before and not on or after December 19, 2003 shall be determined in accordance with Section 21354 of said Retirement Law subject to the reduction provided therein for Federal Social Security (2% at age 55 Modified and Full). 7. The percentage of final compensation to be provided for each year of credited prior and current service as a classic local miscellaneous member in employment on or after December 19, 2003 and not after April 25, 2010 shall be determined in accordance with Section 21354.5 of said Retirement Law subject to the reduction provided therein for Federal Social Security (2.7% at age 55 Modified and Full). 8. The percentage of final compensation to be provided for each year of credited current service as a classic local miscellaneous member entering membership for the first time in the miscellaneous classification after April 25, 2010 shall be determined in accordance with Section 21353 of said Retirement Law subject to the reduction provided therein for Federal Social Security (2% at age 60 Modified and Full). 9. The percentage of final compensation to be provided for each year of credited prior and current service as a new local miscellaneous member shall be determined in accordance with Section 7522.20 of said Retirement Law (2% at age 62 Full). 10. The percentage of final compensation to be provided for each year of credited prior and current service as a classic local safety member entering membership in the safety classification on or prior to April 25, 2010 shall be determined in accordance with Section 21362.2 of said Retirement Law (3% at age 50 Full). 11. The percentage of final compensation to be provided for each year of credited current service as a classic local safety member entering membership for the first time in the safety classification after April 25, 2010 shall be determined in accordance with Section 21363.1 of said Retirement Law (3% at age 55 Full). FLEASE DG NOT SIGN "EXHIBIT ONLY" 12. The percentage of final compensation to be provided for each year of credited prior and current service as a new local safety member shall be determined in accordance with Section 7522.25(d) of said Retirement Law (2.7% at age 57 Full). 13. Public Agency elected and elects to be subject to the following optional provisions: a. Section 21571 (Basic Level of 1959 Survivor Benefits) for local miscellaneous members only. b. Section 21222.1 (One -Time 5% Increase - 1970). Legislation repealed said Section effective January 1, 1980. C. Sections 21624 and 21626 (Post -Retirement Survivor Allowance). d. Section 21024 (Military Service Credit as Public Service). e. Section 20042 (One -Year Final Compensation). For those classic local miscellaneous members and classic local safety members entering membership on or prior to April 25, 2010. Section 21573 (Third Level of 1959 Survivor Benefits) for local safety members only. g. Section 20965 (Credit for Unused Sick Leave). h. Section 21548 (Pre -Retirement Option 2W Death Benefit) for local fire members only. Section 20475 (Different Level of Benefits). Section 21353 (2% @ 60 Modified and Full formula) and Section 20037 (Three -Year Final Compensation) are applicable to classic local miscellaneous members entering membership for the first time with this agency in the miscellaneous classification after April 25, 2010 to contract; and Section 21362.2 (3% @ 50 Full formula) and Section 20042 (One - Year Final Compensation) are applicable to classic local safety members entering membership with this agency on or prior to April 25, 2010; and Section 21363.1 (3% @ 55 Full formula) and Section 20037 (Three - Year Final Compensation) are applicable to classic local safety members entering membership for the first time with this agency in the safety classification after April 25, 2010 PLEASE DO NOT SIGN 64 1: ON'( Y„ Section 20516 (Employees Sharing Additional Cost): From and after December 15, 2017 and until October 19, 2018, 1 % for classic local fire members in the International Association of Firefighters Local 1507, From and after October 19, 2018, 2% for classic local fire members in the International Association of Firefighters Local 1507. From and after December 15, 2017 and until October 19, 2018, 1 % for classic local police members in the South San Francisco Police Association. From and after October 19, 2018, 2% for classic local police members in the South San Francisco Police Association. From and after December 15, 2017 and until October 19, 2018, 1 % for classic local fire members in the Public Safety Managers group. From and after October 19, 2018, 2% for classic local fire safety members in the Public Safety Managers group. From and after December 15, 2017 and until October 19, 2018, 1% for classic local police members in the Public Safety Managers group. From and after October 19, 2018, 2% for classic local police safety members in the Public Safety Managers group. From and after December 15, 2017 and until October 19, 2018, 1 % for classic local fire members in the Executive Management Unit. From and after October 19, 2018, 2% for classic local fire members in the Executive Management Unit. From and after December 15, 2017 and until October 19, 2018, 1 % for classic local police members in the Executive Management Unit. From and after October 19, 2018, 2% for classic local police members in the Executive Management Unit. From and after the effective date of this amendment to contract, 1 % for classic local miscellaneous members in the Executive Management Unit. f �LE�;�E DG NOT SIG, "E;MUIT ON Yi► The portion of the employer's contribution that the member agrees to contribute from his or her compensation, over and above the member's normal contribution ("Cost Sharing Percentage"), shall not exceed the Employer Normal Cost Rate, as that rate is defined in the CaIPERS Actuarial Valuation for the relevant fiscal year. If the Cost Sharing Percentage will exceed the relevant Employer Normal Cost Rate, the Cost Sharing Percentage shall automatically be reduced to an amount equal to, and not to exceed, the Employer Normal Cost Rate for the relevant fiscal year. 14. Public Agency, in accordance with Government Code Section 20790, ceased to be an "employer" for purposes of Section 20834 effective on November 11, 1977. Accumulated contributions of Public Agency shall be fixed and determined as provided in Government Code Section 20834, and accumulated contributions thereafter shall be held by the Board as provided in Government Code Section 20834. 15. Public Agency shall contribute to said Retirement System the contributions determined by actuarial valuations of prior and future service liability with respect to local miscellaneous members and local safety members members of said Retirement System. 16. Public Agency shall also contribute to said Retirement System as follows: a. Contributions required per covered member on account of the 1959 Survivor Benefits provided under Section 21573 of said Retirement Law. (Subject to annual change.) In addition, all assets and liabilities of Public Agency and its employees shall be pooled in a single account, based on term insurance rates, for survivors of all local safety members. b. A reasonable amount, as fixed by the Board, payable in one installment within 60 days of date of contract to cover the costs of administering said System as it affects the employees of Public Agency, not including the costs of special valuations or of the periodic investigation and valuations required by law. C. A reasonable amount, as fixed by the Board, payable in one installment as the occasions arise, to cover the costs of special valuations on account of employees of Public Agency, and costs of the periodic investigation and valuations required by law. 17. Contributions required of Public Agency and its employees shall be subject to adjustment by Board on account of amendments to the Public Employees' Retirement Law, and on account of the experience under the Retirement System as determined by the periodic investigation and valuation required by said Retirement Law. 18. Contributions required of Public Agency and its employees shall be paid by Public Agency to the Retirement System within fifteen days after the end of the period to which said contributions refer or as may be prescribed by Board regulation. If more or less than the correct amount of contributions is paid for any period, proper adjustment shall be made in connection with subsequent remittances. Adjustments on account of errors in contributions required of any employee may be made by direct payments between the employee and the Board. B. This amendment shall be effective on the _. day of , �-<7- BOARD OF ADMINISTRATION CITY COUNCIL PUBLIC EMPOYEES' RETIREMENT SYSTEM CITY OF SOUTH SAN FRANCISCO BY _ ARNITA PAIGE, CI-ftEF PENSION CONTRAGSTS AND PREFUNDING PROGRAMS DIVISION PUBLIC EMPLOYEES' 6REMENT SYSTEM r AMENDMENT CaIPERS ID #7147827092 PERS-CON-702A BYj� PRESIDII G\OFFICER G� Witness Date Attest: Clerk s `'o4zR•{City of •uth San Francisco rH''. TTTT• � n �-Legislation P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #: 20-293 Agenda Date: 5/13/2020 Version: 1 Item #: 19. Closed Session: Conference with Legal Counsel - Anticipated Litigation (Pursuant to Government Code Section 54956.9) Initiation of Litigation: One potential case (Sky Woodruff, City Attorney and Sharon Ranals, Assistant City Manager) City of South San Francisco Page 1 of 1 Printed on 5/8/2020 powered by LegistarTM