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2020-08-26 e-packet@7:00
City of South San Francisco P.O. Box 711 South San Francisco, CA Regular Meeting Agenda Wednesday, August 26, 2020 7:00 PM TELECONFERENCE MEETING City Council City Council Regular Meeting Agenda August 26, 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 OR VIA ZOOM: Please click the link below to join the meeting: https://us02web.zoom.us/j/89088190899 Or Telephone: Dial: US: +1669 900 6833 or +1346 248 7799 833 548 0282 (Toll Free) or 877 853 5257 (Toll Free) Meeting ID: 890 8819 0899 Please note that dialing in will only allow you to listen in on the meeting. To make a public comment during the Zoom webinar, join the meeting from your computer or mobile device, enter your name, and request to comment through the "raise hand" function and a staff person will add you to the queue for comments and unmute your microphone during the comment period. City of South San Francisco Page 2 Printed on 12/15/2020 City Council Regular Meeting Agenda August 26, 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 12/15/2020 City Council Regular Meeting Agenda August 26, 2020 CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE AGENDA REVIEW ANNOUNCEMENTS FROM STAFF PRESENTATIONS 1. Recitation of a proclamation recognizing September as National Childhood Cancer Awareness Month in South San Francisco. (Richard Garbarino, Mao 2. Report regarding the progress of the Utah Ave Overcrossing Project tr1494 . (Matthew Ruble, Principal Engineer, and Ramsey Hissen, AECOM) REMOTE PUBLIC COMMENTS 3. Remote Public Comments Received Members of the public wishing to participate are encouraged to submit public comments in writing in advance of the meeting by 4:00 p.m. on Wednesday, August 26th. State law prevents Council from taking action on any matter not on the agenda; your comments may be referred to staff for follow up. Emails received before the meeting start time will be emailed to the City Council, posted on the City's website and will become part of the public record for that meeting. The email and phone line below will be monitored during the meeting. If a comment is received after the set time or during the meeting but before the close of the meeting, the comment will still be included as a part of the record of the meeting. The Clerk will make every effort to read emails received but cannot guarantee such emails will be read during the meeting, subject to the Mayor's discretion to limit the total amount of time for public comments (Gov. Code sec. 54954.3.(b)(1).). Comments that are not in compliance with the City Council's rules of decorum may be summarized for the record. Email: all-cc@ssf.net Public comments can be made on items not on the agenda, or must clearly identify the Agenda Item Number in the SUBJECT Line of the email. The length of an email comment shall commensurate to the three minutes customarily allowed per individual comment, approximately 300 words total. City Council Hotline: (650) 829-4670 Please limit your voicemail to comply with the 3 -minute time limitation for public comment. City of South San Francisco Page 4 Printed on 12/15/2020 City Council Regular Meeting Agenda August 26, 2020 COUNCIL COMMENTS/REQUESTS CONSENT CALENDAR 4. Motion to approve the Minutes for the meetings of July 21, 2020 and July 22, 2020. 5. Report regarding a motion to accept the construction improvements of the Bike Lane Gap Closure Project (TR1903 & TR1907, as complete in accordance with plans and specifications (Total Construction Cost $397,250.50(Jeffrey Chou, Associate Engineer) 6. Report regarding a motion to accept the construction improvements of the North Access Road Bike & Pedestrian Improvement Project Project No. STI 806) as complete in accordance with plans and specifications (Total Construction Cost $597,262.77) (Jason Hallare, Senior En ig need 7. Report regarding a motion to accent the construction improvements of the Gatewa Monument Signs and Median Improvements (Project No. st1805)as complete in accordance with plans and specifications (Total Construction Cost $540,393.94). (Jeffrey Chou, Associate Engineer and Peter Vorametsanti, Swinerton Management & Consulting) 8. Report regarding _ a resolution authorizingthe he appointment of Deputeses Treasurer(s). (Frank Risso, City Treasurer and Janet Salisbury, Director of Finance) 8a. Resolution authorizingthe ppointment of Deputy City Treasurer(s). Report regarding a resolution approvin , the e City's Investment Policy for Fiscal Year 2020-21. (Frank Risso, City Treasurer and Janet Salisbury, Director of Finance) 9a. Resolution approvin the City's Investment Policy for Fiscal Year 2020-21. 10. Report regarding a resolution approving and authorizing the Citv Manager to execute a Memorandum of Understanding between the City of South San Francisco and the City and County of San Francisco (SFO) for the southerly segment of South Airport Boulevard (Eunejune Kim, Director of Public Works) 10a. Resolution approving and authorizing the City Manager to execute a Memorandum of Understanding between the City of South San Francisco and the City and County of San Francisco (SFO) for maintenance and negotiation of a conveyance of the southerly segment of South Airport Boulevard. City of South San Francisco Page 5 Printed on 12/15/2020 City Council Regular Meeting Agenda August 26, 2020 LEGISLATIVE BUSINESS 11. Report regarding an urgency ordinance establishingatemporary cap on commissions charged b. third delivery services on local restaurants during the COVID-19 pandemic. (Mike Lappen, Economic Development Coordinator and Nell Selander, Deputy Director, Economic & Community Development Department) 11a. Urgency ordinance of the City of South San Francisco to establish a temporay cap on commission charged b. t�party food delivery services on local restaurants during the COVID-19 pandemic. ADMINISTRATIVE BUSINESS 12. Staff report regarding a�g a resolution approving a Grant of Easements for a public ingress and egress easement and a no -build easement through the Caltrain Station Plaza (296 Airport Boulevard) to allow the development of 200 Airport Boulevard and a Maintenance and Encroachment Agreement and authorizingthe Manager to execute the Grants of Easements, the Maintenance and Encroachment Agreement, and all related documents. (Jason Hallare, Senior Civil Engineer) 12a. Resolution anbroving a Grant of Easements for public ingress and egress easement and a no -build easement through the Caltrain Station Plaza (296 Airport Boulevard) to allow the development of 200 Airport Boulevard and a Maintenance and Encroachment Agreement, and authorizingthe he Ci . Manager to execute the Grants of Easements, the Maintenance and Encroachment Agreement, and all related documents. 13. Report regarding a resolution on Social and Racial Equity in South San Francisco, declaring racism as a public health crisis. (Ashley Crociani, Intern -City Manager's Office 13a. Resolution on Racial and Social Equity in South San Francisco, Declaring Racism as a Public Health Crisis 14. Report regarding a resolution awarding a construction contract to Graham Contractors, Inc of San Jose, California for the 2020 Surface Seal Project (Project No. st2103)in an amount not to exceed $2,145,317.45 and authorizing a total construction budget of $2,510,317.45 (Angel Torres, Senior Civil En _ 1.g neer) 14a. Resolution awarding a construction contract to Graham Contractors, Inc. of San Jose, California for the 2020 Surface Seal Project (Project No. st2103) in an amount not to exceed $2,145,317.45 and authorizing a total construction budget of $2,510,317.45. City of South San Francisco Page 6 Printed on 12/15/2020 City Council Regular Meeting Agenda August 26, 2020 15. Report regarding consideration of renaming Columbus Day in the City of South San Francisco. (Ashley Crociani, Intern -City Manager's Office 15a. Resolution regarding changing the name of Columbus Day in the City of South San Francisco 16. Report regarding a resolution awarding a consulting services agreement to WSP of San Francisco, California for Phase 1 advisory services in forming a public private partnership for a new Downtown parking garage in an amount not to exceed $366,325 and authorizing the Cijy Manager to proceed with amending the scope and approving additional budget for a potential Phase 2 of the project including procurement. (Heather Ruiz, Management Analyst I) 16a. Resolution awarding a consulting services agreement to WSP of San Francisco, California for Phase 1 advisory services in forming a public private partnership for a new Downtown parking garage in an amount not to exceed $366,325 and authorizing_ the Cil. Manager to proceed with amending the scope and approving additional budget for a potential Phase 2 of the project including procurement. ITEMS FROM COUNCIL — COMMITTEE REPORTS AND ANNOUNCEMENTS ADJOURNMENT City of South San Francisco Page 7 Printed on 12/15/2020 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 #: 20-564 Agenda Date: 8/26/2020 Version: 1 Item #: 1. Recitation of a proclamation recognizing September as National Childhood Cancer Awareness Month in South San Francisco. (Richard Garbarino, Mayor) City of South San Francisco Page 1 of 1 Printed on 8/21/2020 powered by LegistarT" IN RECOGNITION OF SEPTEMBER AS NATIONAL CHILDHOOD CANCER A RARENESS MONTH August 26, 2020 WHEREAS, I in 285 children in the United States will be diagnosed with cancer by their 20`h birthday; and WHEREAS, 43 children per day of 15,780 children are diagnosed with cancer annually in the United States; and WHEREAS, there are approximately 40,000 children on active treatment at any given time; and WHEREAS, the average age of diagnosis is 6 years old, compared to 66 years for adults' cancer diagnosis; and WHEREAS, two-thirds of childhood cancer patients will have chronic health conditions as a result of their treatment toxicity, with one quarter being classified as severe to life-threatening; and WHEREAS, Juliana's Journey Foundation was formed by Juliana's parents, Jesus Pena and Patricia Watson, in loving memory of their daughter, to help identify and generate funding for researchers to create less invasive, non - damaging treatment and more successful therapies for childhood cancer, specifically neuroblastoma, who at the tender age of 2-1/2, lost her courageous battle against relapsed neuroblastoma in February of 2012 ; and WHEREAS, observing Childhood Cancer Awareness Month during the month of September will provide a special opportunity to offer education on the importance of supporting the funding of clinical trials; and WHEREAS, researchers and healthcare professionals work diligently dedicating their expertise to treat and cure children with cancer; and WHEREAS, National Childhood Cancer Awareness Month recognizes the courage and compassion of those children and their families throughout the City of South San Francisco, the State of California, and the nation who have and are currently battling childhood cancer; and NOW, THEREFORE, BE IT RESOLVED that Mayor Garbarino and the City Council of the City of South San Francisco do hereby proclaim September as National Childhood Cancer Awareness Month and encourage all residents to participate in raising their awareness, and funds for those affected by childhood cancer, and make a positive difference for patients, families, and survivors in the future. . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-567 Agenda Date: 8/26/2020 Version: 1 Item #: 2. Report regarding the progress of the Utah Ave Overcrossing Project (tr1404). (Matthew Ruble, Principal Engineer, and Ramsey Hissen, AECOM) RECOMMENDATION Staff recommends City Council receive a presentation regarding the Utah Avenue Overcrossing Project. BACKGROUND/DISCUSSION BACKGROUND The Project is included in the San Mateo County Transportation Authority's Strategic Plan 2014-2019, which is funded by the San Mateo County Measure A sales tax for transportation projects and programs (originally approved by voters in 1988 and reauthorized by vote in 2004). Originally, the project considered a No Build and six build alternatives. The City hosted a community meeting and open house on Tuesday, October 9th, 2018 to discuss the Project's concepts and status. Separate meetings were held at various times with individual business and property owners. The comments received during these meetings were captured and taken into account in the revision of the project. The City, as the sponsor of the Project, is responsible for the Project's preliminary design and environmental review, referred to by Caltrans as the Project Approval and Environmental Document (PA&ED) phase. Caltrans, as the owner and operator of US 101, will at its own cost provide Independent Quality Assurance for work within its right-of-way, act as the Lead Agency for CEQA and NEPA activities, and approve the products of this phase of work. PROJECT UPDATE In June 2020, the Caltrans Project Development Team (PDT) approved the Purpose and Need (P&N) statement of the US 101/Produce Avenue Project (Project). The P&N statement will drive the project the development, environmental processes and the ultimate approval of the Project. To obtain the approval of the P&N statement, the name and scope of the project were modified. Only one of the six project build alternatives was supported by the Caltrans PDT. The supported alternative is the overcrossing extension from Utah Avenue westerly over US 101 to connect with San Mateo Avenue with local street improvements. The remaining five Project alternatives were judged to not provide regional benefits and were not supported by the Caltrans PDT. This included the design refinements to the southbound Produce Avenue on -and -off -ramp accesses. Caltrans requested that the project name be changed to the "Utah Avenue Overcrossing" project. City of South San Francisco Page 1 of 2 Printed on 8/20/2020 powered by LegistarTM File #: 20-567 Agenda Date: 8/26/2020 Version: 1 Item #: 2. PROJECT SUMMARY The project scope has been modified to include two alternatives, a No Build alternative and one build alternative, the overcrossing extension from Utah Avenue westerly over US 101 to connect with San Mateo Avenue with local street improvements. All the other five alternatives have been considered but have been dropped. The Build alternative includes a new US 101 overcrossing extending from the Utah Avenue/South Airport Boulevard intersection to San Mateo Avenue. The intersections at South Airport Boulevard/Utah Avenue and San Mateo Avenue/Utah Avenue would also be reconstructed to include turning lanes and connect to the new overcrossing. The alignment of Utah Avenue is shifted towards the north to minimize impacts to the Produce Market property and the Park `N Fly business. If required by the City, the intersection of Airport Boulevard/Produce Avenue/San Mateo Avenue intersection would be modified and included in this project. The No Build Alternative, which offers a basis for comparison with the build alternative, assumes no major improvements within the project area other than routine rehabilitation and repair. CITY AS LEAD AGENCY FOR CEQA Since this project is a locally sponsored project, the City can be the lead agency for CEQA. If the City acts as the lead agency for CEQA, Caltrans will: • Determine that the final environmental document (FED) has been completed in compliance with CEQA. • Certify that it was presented to the Caltrans decision maker • Certify that the decision maker reviewed and considered the information contained in the final environmental document prior to approving the project. All other environmental work and public involvement activities can be done by the sponsor. FISCAL IMPACT The funding agreement between the City of South San Francisco and the San Mateo County Transportation Authority (SMCTA) expires on December 31, 2020. Due to the amount of time taken to reach agreement with Caltrans on the approval of the P&N statement, the remaining Scope of Work of the Project is now extended till the latter part of 2021. Therefore, staff will propose that the funding agreement with SMCTA be extended for another year until December 31, 2021, and anticipates bringing that request back to the City Council at a subsequent meeting for consideration. RELATIONSHIP TO STRATEGIC PLAN Approval of this action will contribute to the City's Strategic Plan outcome of improved Quality of Life by improving safety and enhancing city infrastructure. CONCLUSION Staff recommends Council receive the presentation, no action required at this time. Attachments: 1. Project Exhibit 2. Presentation City of South San Francisco Page 2 of 2 Printed on 8/20/2020 powered by LegistarTM � �` - Franc's � � � ; 4 : '� � `� .' � r' � � � � - � • + 0 7- A1111111111 i Cor L Rrry ey wa 4 r,, I - ANN dL dip 4�# � �k ;# AF �0= f f V ' Av LOUIS RAPHAEL - r • e R21, . � _ � d ti - AirortBlvd- - -- - -r f. - -- �ProduceAve .F -'; --------_ ; t will .0 RNV_ VALERO S Airport SHELL GAS STATION °z ; , GAS STATION 4 AtD�6 J�%� _ Blvd "Ali % IHOP K'N FLY PAR-7' *AIRPORT PARKIN NEW HOTEL �*_' BEST �? WESTERN RECEPTION * * �r ♦ r' } TRAVELODGE ray + BK n,aC,re sa' #" e Gol fQ f Cul-De-Sac c 4 r • 1 ' �� �' j �!►' } < ; r �+} 19 LA • r �F - Q ��' �moi•' bV 7 s0s # LEGEND. t QJ/ X OS rs PROPOSED BRIDGE° an✓o° A & A PRODUCE PROPOSED ROADWAY PROPOSED MEDIAN dr PROPOSED CLASS II BIKE LANE PROPOSED SIDEWALK.' PROPOSED SHOULDER PEKING HANDICRAFT INC. �•F US 101 / Produce Avenue Interchange ProjectPRELIMINARY a 100 200 300 Ft A"COM£ran,purra[lar ALTERNATIVE 6 - UTAH AVENUE EXTENSION FOR DISCUSSION PURPOSES ONLY November 13, 2019 Calbun Awfh rJty Attachment 2 US 101 / Produce Avenue Project SAN NATEO COUNTY Transportation Authority August 26, 2020 City Council Meeting Project Stakeholders • Caltrans is the NEPA and CEQA lead agency for the project. • The City is the project sponsor and implementing agency. • San Mateo County Transportation Authority is the funding agency. 'roject Location Map roject Status --M •Project considered a No Build and Six Build alternatives. •Caltrans approved advancing one of the six project build alternatives. • The other five build alternatives have been considered but are eliminated by the Caltrans PDT. Project Build Selected Alternative 40, LL11113 RAPHAEL 4 • l - � e/VO• • /• 1 MC CLINE f .S _A' _ r� ' Protluce A - ve _ - - _ - - - - - - d - - _ _ _ _-__- _ _ • l0� 0 -- `� M• SHELL VALERO l' - - - - - - - - • S Alfpor( • �A . AAs srgrlo ; " Blvd PARK d'.✓✓ `` 'N 4 > •/ylyWu. • Y1 .,. • \ AIRPORT PARKIN- \ 9EST ,WESTERN RECEPTION j - ��` �' � •TRA VE LODGE ��` y,� y I ,�� 9 r LEGEND - PROPOSED BRIDGE 0 PROPOSED ROADWAY PRDPOSED MEDIAN Y`�A• > 0 PRSED OPOCLASS II BIKE LANE L PROPOSED SIDEWALK - ti ® PROPOSED SHOULDER ' �� i / PEKING HANOI—AFT INc. I •y AECOM _ r US 101 / Produce Avenue Interchange Project PRELIMINARY ALTERNATIVE 6 - UTAH AVENUE EXTENSION FoaolscussloNPURPosesoNur ° NowmpirTa,zo7s roie Build Over a Route - .., rw ,-_ ® VALERO GAS STATION V. MOP .y , . 2 P KEN FLY rM61p jAIRPORT PARKING.:. .NE 7 ' � - 4 1 HOT TON dw _ $ .0 _ - a TRAVELODGE / 6 , \® qb a lir -f i ( c@- GSa b . �> �■ - � � �� ,� ._ r ■ % A Build PIternative Features •Overcrossing over US 101. •Intersections improvements. *Bike and ped ADA compliant facilities. *Accommodates future US 101 Managed Lanes project. *Accommodates future ramp improvements. ublic Outrel.- • 01 City hosted community meeting. • Many separate meetings with business and property owners. • Public Input was captured and influenced revisions to the project. • Another public outreach meeting will be scheduled to discuss the Caltrans selected Alternative. ;ffort Project Estimated Coe%' •Estimated Right -of -Way Cost = $38.0 Million •Estimated Construction Cost = $36.0 Million •Estimated Support Cost = $20 Million •Total Estimated Project Cost = $94.0 Million Project Major Milestones Schedule mnnnp� Environmental Begin 07/2017 End Funding $3.1M t Design 03/2022 03/2024 $5eOM ROW/ Construction -- TBD Depending on Funding Fully Designed Project by March, 2024 US 101 / Produce Avenue Project SAN MATEO COUNTY Transportation Authority P$iZ-PD$ Alternatives -considered but eliminated Alternative 2: Braided U.S. 101 SB OffRamp Alternative 3: Modified Partial Cloverleaf Alternative 6: Tight Diamond with Braided Ramps I �;M-- Alternative 9 : Roundabout Intersections Alternative 5 - considered but eliminated UjH,� N FRANIMSCO \` `t-� "�?i'. � �, ,,,{�,r .S' `, $,s/♦� i�� � b( "� OxNF �EXGE GEN�R ... _' _ � ...R��,= 7m:ns ►, `% wlxPo i QHL -IY ° 101 JP. 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' z '►� 4 �\ 3r � � �� / � . �' �'�' Vit. qct- 0" '�I E... A LEGEND: .x�RE , xxRx�eu E ,y T` x•r f -- - RIGHT OF WAY �—• PROPOSED BARRIER - . y ` !/ r ' w N ` \ - b;�ti ` :w'. ry J ♦ w �.. - PROPOSED RETAINING WALL /' i �2Sar, rpEx „xE„' `{ a- \ C ; '• O PROPOSED ROADWAY �� ` .\ ,�� S► b a SEwr , �,, ¢'..,�% .� PROPOSED SXOULDER '� \ ,_�� -�` '`iced ee ' - aeaaRece o O PROPOSED BIKE WAY Y ter` O PROPOSED SIDEWALK/CROSSWALK l� PROPOSED STRUCTURE O NEW HOTEL RECEPTION t �' '� ♦ °1° eR°NP i Alternative 5- Braided US 101 SB Off Ramp 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 #: 20-585 Agenda Date: 8/26/2020 Version: 1 Item #: 3. Remote Public Comments Received City of South San Francisco Page 1 of 1 Printed on 8/20/2020 powered by LegistarT" 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 #: 20-582 Agenda Date: 8/26/2020 Version: 1 Item #: 4. Motion to approve the Minutes for the meetings of July 21, 2020 and July 22, 2020. City of South San Francisco Page 1 of 1 Printed on 8/20/2020 powered by LegistarT" HSAv MINUTES H SPECIAL MEETING U O CITY COUNCIL cALIFORCN�P CITY OF SOUTH SAN FRANCISCO TUESDAY, JULY 21, 2020 6:00 p.m. Teleconference via Zoom City Council conducted this meeting in accordance with California Governor Newsom's Executive Orders N-25-20 and N-29-20 and COVID-19 pandemic protocols. CALL TO ORDER Mayor Garbarino called the meeting to order at 6:00 p.m. ROLL CALL Present: Councilmembers Matsumoto, Nagales, and Nicolas, Vice Mayor Addiego, and Mayor Garbarino. AGENDA REVIEW No Changes. REMOTE PUBLIC COMMENTS — comments are limited to items on the Special Meeting Agenda. 1. Members of the public wishing to participate were encouraged to submit public comments in writing in advance of the meeting to all-cc@ssfnet by 4: 00 p.m. on Tuesday, July 21, 2020. The following public comments were received: Public Comment submitted regarding Item #1: • Kimberly Hui Public Comment submitted regarding Item #3: • Daniel Perez • Evangelina Portillo • Luz Jimenez • Olga Perez • Retesh Gupta Public Comment submitted regarding Item #4 • Marcela Rivera • Russell Lee ADMINISTRATIVE BUSINESS 2. Report regarding Observance of Columbus Day as a City Holiday. (Sharon Ranals, Assistant City Manager) Assistant City Manager Ranals presented the item and provided background information on the observance of Columbus Day. In 2019, Governor Newsom issued a proclamation stating that, "Instead of commemorating conquest today, we recognize resilience. For the first time in California state history, we proclaim today as Indigenous Peoples' Day." In the Bay Area, the County of San Mateo adopted a resolution on July 7, 2020, to designate the second Monday in October as Indigenous Peoples' Day in conjunction with Columbus Day, with both being observed. San Francisco has moved from Columbus Day to Indigenous Peoples Day and Italian American Heritage Day. East Palo Alto changed Columbus Day to Cesar Chavez Day and South San Francisco Unified School District does not observe Columbus Day. Staff recommended Council provide direction on making a change to the observance of Columbus Day, or any other city -observed holiday, these dates are specified in the Memorandums of Understanding (MOU's) for employee bargaining units. Vice Mayor Addiego inquired whether renaming the holiday would require union or workforce approval. Assistant City Manager Ranals indicated that renaming the holiday would not unless the holiday date was moved. Vice Mayor Addiego provided additional background information on the holiday. Councilmember Nicolas thanked Vice Mayor Addiego for bringing the item to Council and acknowledged that people had mixed emotions with Columbus Day. She suggested renaming the holiday to The Industrial City Day. Councilmember Nagales also acknowledged that people had mixed feelings about Columbus Day and suggested renaming the holiday Indigenous Peoples' Day. Councilmember Matsumoto expressed her support for Vice Mayor Addiego and would support renaming the holiday to Indigenous Peoples' Day or Native American Day. Mayor Garbarino suggested renaming the holiday to Ethnic Heritage Day or Ethnic Diversity Day because he did not want to single out any specific group of people. Vice Mayor Addiego agreed with Councilmember Matsumoto and provided various examples of how Native Americans suffered. He supported renaming the holiday to Indigenous Peoples' Day. There was a consensus of the Council to move forward with next steps to rename the holiday. 3. Report regarding housing program goals, housing fund balances. (Nell Selander, Development Department) existing housing policies and programs, and Deputy Director, Economic & Community Deputy Director Selander presented the item and provided background information on the City's housing program goals. She provided an overview of existing housing policies and programs. The City has three housing funds, which are used to preserve affordable housing, fund the construction of new affordable housing development, to support housing programs, and for administration. These three housing funds have the following origins and unencumbered cash balances. Low and Moderate Income Housing Asset Fund - Fund 241 Fund 241 has an unencumbered cash balance of $2.25 million as of July 1, 2020. This fund's assets SPECIAL CITY COUNCIL MEETING JULY 21, 2020 MINUTES PAGE 2 were transferred to the City as the Housing Successor to the former South San Francisco Redevelopment Agency. This fund will eventually be expended, as there are no new significant revenues being deposited into it. What little revenues it derives are from loan repayments and earned interest. Housing Trust Fund - Fund 205 Fund 205 has an unencumbered cash balance of $850,000 as of July 1, 2020. This fund derives revenue from developer in lieu fees and community benefit payments. If a developer has an inclusionary housing requirement (a below market rate unit set-aside) and is able to pay an in lieu fee, this is where those funds are deposited. City Council set the in lieu fee for affordable housing units quite high - $308,000 per required below market rate unit - so it is unlikely that many developers will pay the fee rather than build the affordable units. As a result, this fund is unlikely to grow significantly in the coming years. Commercial Linkage Fees - Fund 823 Fund 823 has an unencumbered cash balance of $2.8 million as of July 1, 2020. This fund derives its revenue from impact fees paid by commercial developers to offset their impact on the need for affordable housing. As our biotech cluster continues to grow, this fund is expected to grow substantially in the coming years. Currently, the charge on biotech and office development is $15 per square foot. Hotel and retail uses pay a lower fee. Staff recommended Council provide direction on housing program goals, existing housing policies and programs, and housing fund balances. Councilmember Nicolas inquired whether the upcoming Below Market Rate (BMR) manual would set qualifications for applicants seeking BMR units. Deputy Director Selander indicated that the manual would set the qualifications for applicants. She stated that they had administrative policies in place but they need to be updated and the manual would be updated with detailed information. Councilmember Nicolas inquired to whom was responsible for verifying that the polices were followed. Deputy Director Selander indicated the City did not administer the BMR units and it was up to the developers to qualify the applicants based on the City's policies and City staff would review the applicants. Councilmember Nicolas inquired about the ramifications if a developer did not comply with the City's policies. Deputy Director Selander indicated that it was more about education and providing the developer guidance to correct an issue. She stated there were recourses stipulated in the affordable housing agreements should formal action need to be taken. Councilmember Matsumoto requested the Area Median Income figures specifically for South San Francisco and not the whole county. Deputy Director Selander stated that staff would provide them to Council in a Thursday memo. Councilmember Matsumoto indicated she would like to see a preference for teachers and first -responders. Councilmember Nagales inquired whether the current 20% inclusionary affordable housing requirement and development fees were the right rates for the City. Deputy Director Selander indicated she would provide more information in a Thursday memo. Mayor Garbarino provided some background on the arrival of the current inclusionary housing percentage and indicated that a Thursday memo would be helpful. SPECIAL CITY COUNCIL MEETING JULY 21, 2020 MINUTES PAGE 3 Councilmember Matsumoto and Vice Mayor Addiego agreed that workforce housing should be revisited. 4. Report regarding preventing residential displacement due to COVID-19, including augmenting the City's Rental Assistance Program and establishing a new Landlord Default Prevention Program. (Kris Romasanta, Community Development Coordinator) Community Development Coordinator Romasanta presented the item and provided background information on Rental Assistance Program. While the City's Rental Assistance Program targets tenants, it is agnostic to whether or not the rental assistance payment is going to a landlord operating at slim margins versus another landlord who is making significant profits. To target especially vulnerable tenants living in properties at risk of foreclosure, staff recommends establishing a Landlord Default Prevention Program. The program would provide grants to property owners facing hardship as a result of nonpayment of rent due to COVID-19, in exchange for waiving missed rent payments of low-income tenants. Staff understand smaller, debt -burdened landlords to be at particular risk of foreclosure due to the Shelter in Place Order. While the County's eviction moratorium protects tenants from eviction due to non-payment as a result of COVID-19, it does not protect multi -family property owners who have seen reduced revenues for the same reason. Additionally, unlike the forbearance banks have provided to home mortgage holders, many commercial lenders have not provided loan payment deferrals for commercial (multi -family) mortgages. The State legislature considered but failed to pass Assembly Bill (AB) 2501, which would have protected landlords from foreclosure if they were unable to make mortgage payments due to nonpayment of rent from tenants impacted by the pandemic. Specifically, AB 2501 would have provided forbearance to homeowners and multifamily borrowers for rent relief to any tenants, banning borrowers from evicting or penalizing tenants for nonpayment of rent. Debt -burdened landlords thus continue to face increased risk of foreclosure, which may result in tenant eviction and displacement. Although AB 828, an active bill in the committee process, would provide a temporary moratorium on foreclosures and evictions until 15 days after the COVID-19 state of emergency has ended, it does not provide financial relief likely required for some particularly hard-hit landlords to hold onto their properties. Due to these conditions, staff recommended Council consider establishing a Landlord Default Prevention Program. The Program would provide grants to certain smaller, debt -burdened landlords who need assistance paying their mortgage and other property expenses due to their tenants' inability to pay rent. These landlords would then be required to waive those missed rental payments for lower income tenants for a specific period. Staff recommended allocating $280,000 of the City's $838,111 CARES Act allocation to fund the Landlord Default Prevention Program. At this funding level, the program would serve 10-15 landlords, translating into rent relief for roughly 75 tenant households. In addition, augmenting the City's Rental Assistance Program by directing the first two years of PLHA funding to the program. Vice Mayor Addiego requested clarification on the demographics of the 76 households served in the Rental Assistance Program. Community Development Coordinator Romasanta indicated she would provide the information to the Council. SPECIAL CITY COUNCIL MEETING JULY 21, 2020 MINUTES PAGE 4 Councilmember Nagales thanked the Council for their support for the program and expressed his support for the programs. Councilmember Nicolas inquired whether the $250,000 Permanent Local Housing Allocation fund would be guaranteed for five years. Community Development Coordinator Romasanta stated that the first year would be guaranteed but the subsequent years funding would vary. Councilmember Nicolas requested clarification on the qualifications for the landlord program. Community Development Coordinator Romasanta indicated staff were still refining the qualifications for eligible landlords. Vice Mayor Addiego expressed his concerns with providing monetary assistance to landlords instead of tenants at this time. 5. Report regarding the City of South San Francisco's application to the State of California for Permanent Local Housing Allocation (PLHA) funds. (Deanna Talavera, Management Analyst II) Management Analyst II Talavera presented the item and provided background information the Permanent Local Housing Allocation fund. The State generates funding for PLHA through recording fees on real estate transactions. Therefore, the funding will vary from year to year depending upon activity. South San Francisco's allocation for the first year of PLHA is $217,980. Further, the State estimates that the City will receive $1,307,880 over the first five years. Up to 5% of funds ($10,899 in the first year) may be used for program administration, covering a portion of the costs for staff who carry out affordable housing activities. Housing and Community Development issued a Notice of Funding Availability (NOFA) for PLHA in February 2020, with applications accepted on an over-the-counter basis beginning in April and through July 2020. For South San Francisco, the application process was not competitive because funding was allocated on an entitlement basis; however, the City must submit an application that complies with the NOFA guidelines, including a description of how South San Francisco intends to use its PLHA funds. Staff recommends Council consider adopting a resolution approving the PLHA grant application for submission. 6. Report regarding a new model to secure housing for households earning between 60% and 120% of the area median income (Nell Selander, Deputy Director, Economic & Community Development Department) Deputy Director Selander presented the item and provided background information on a new model to secure housing for households earning between 60% and 120% of the area median income. Catalyst Housing Group (Catalyst), a private real estate development and management firm, recently approached city staff about a new financing model to acquire and deed restrict market rate rental units for middle-income housing (60% to 120% of the area median income) using Essential Housing Revenue Bonds issued by Ca1CHA. After some very preliminary investigation into the model and the firm, staff is bringing this item forward to City Council to gauge interest in conducting additional due diligence and potentially joining Ca1CHA and pursuing a partnership with Catalyst. SPECIAL CITY COUNCIL MEETING JULY 21, 2020 MINUTES PAGE 5 Staff seeks direction from Council on whether or not there is interest in pursuing this model to secure middle-income housing in South San Francisco. Should Council be interested in learning more about CaICHA, Catalyst, and this financing model, staff will conduct additional due diligence and prepare a recommendation for Council on how to proceed. Councilmember Nicolas inquired whether Catalyst would acquire whole properties or a portion of units in a property. Jordan Moss, Founder of Catalyst stated the company would acquire an entire asset and restrict the asset to various income levels. Councilmember Nicolas inquired to what other city partnerships the company was currently working with. Moss indicated there were 14 current members with Catalyst and they were actively pursuing other members. They have acquired properties in Fairfield, Santa Rosa and Livermore. Vice Mayor Addiego inquired whether the City would become the owner after thirty years. Moss provided an overview of the process and indicated that the City would have the option to purchase the asset after 15 -years during the bonding period. Councilmember Matsumoto inquired whether Catalyst was the only company working with CaICHA. Moss indicated they currently were the only company partnered with CaICHA at the time providing middle housing. CLOSED SESSION Entered into Closed Session: 7:31 p.m. 7. Conference with Real Property Negotiators (Pursuant to Government Code Section 54956.8) Properties: 109 Longford (APN 010-071-050) City Negotiators: Nell Selander, Deputy Director of Economic and Community Development and Deanna Talavera, Management Analyst II Negotiating Parties: City of South San Francisco and Habitat for Humanity Under Negotiation: Review of Price and Terms Resumed from Closed Session: 7:50 p.m. Report out of Closed Session by Mayor Garbarino: Direction given to City negotiators. ADJOURNMENT Being no further business Mayor Garbarino adjourned the meeting at 7:51 p.m. R7es s bmitted by: Approved by: Cindy Avila Richard Garbarino Assistant City Clerk Mayor Approved by the City Council: SPECIAL CITY COUNCIL MEETING JULY 21, 2020 MINUTES PAGE 6 MINUTES SPECIAL MEETING F ' n U O CITY COUNCIL C4LIF0R�P CITY OF SOUTH SAN FRANCISCO WEDNESDAY, JULY 22, 2020 6:31 p.m. Teleconference via Zoom City Council conducted this meeting in accordance with California Governor Newsom's Executive Orders N-25-20 and N-29-20 and COVID-19 pandemic protocols. CALL TO ORDER Mayor Garbarino called the meeting to order at 6:31 p.m. ROLL CALL Present: Councilmembers Matsumoto, Nagales, and Nicolas, Vice Mayor Addiego, and Mayor Garbarino. AGENDA REVIEW No Changes. REMOTE PUBLIC COMMENTS — comments are limited to items on the Special Meeting Agenda. 1. Members of the public wishing to participate were encouraged to submit public comments in writing in advance of the meeting to aXcc@,)ssf.net by 4:31 p.m. on Wednesday, July 22, 2020. The following public comments were received: None ADMINISTRATIVE BUSINESS 2. Report regarding the creation of a Management Fellow position to support the Mayor's Commission on Racial and Social Equity (Leah Lockhart, Human Resources Director) Human Resources Director Lockhart introduced the report and provided background information the formation of the Mayor's Commission on Racial and Social Equity. In order to provide staff support for the Commission, staff recommends the creation of a management fellow opportunity for a final -year graduate student or recent graduate with a Master's degree in the field of public policy, public health, social work or other related fields with an academic focus on racial equity and inclusion in a variety of contexts. The Management Fellow would be expected to bring current knowledge and understanding of successful policies and best practices in the area of community racial equity initiatives, possess research, analytical, and organizational skills, and be able to work effectively and collaboratively with a variety of City staff and members of the public. The management fellow will report directly to the City Manager, with mentorship and guidance from other City executive staff members. The Management Fellow would be employed on an hourly, at -will basis with compensation at a rate of $46 - $50 per hour depending on graduate status, equivalent to the City's Management Analyst I classification. Benefits include the option to enroll in the City's health plan with 75% premium contribution by the City. While scheduled hours may vary, it is estimated that the position will work an average of 35 hours per week between early September, 2020 through mid-July, 2021. Upon Council approval, recruitment and outreach will be conducted with regional universities with related graduate programs, with an application deadline of August 7, 2021. From there, review and selection process will be conducted by staff and designated Commission members. It would be anticipated that the selected applicant would begin work by early September. The cost of one hourly Management Fellow position as proposed above is approximately $86,000 - $104,000 depending on hourly rate and total number of hours of work. In the 2020-2021 Fiscal Year Operating Budget, Council approved $185,000 in funds transferred to establish the Community Action Fund within the City Manager's office. These funds will be used to create the Management Fellow position and to support the work of the Commission. Councilmember Matsumoto requested clarification on the funding for the Management Fellow position. Human Resources Director Lockhart stated that the funding was allocated to the City Manager's budget from a program the police department would no longer operate. City Manager Futrell provided an overview the staff and resources that would provide support for Mayor's Commission. Motion —Councilmember Nicolas/Second—Councilmember Nagales: to approve by motion, the creation of a one-year Management Fellow position fund to support the Mayor's Commission on Racial and Social Equity and related City initiatives, by roll call vote: AYES: Councilmembers Matsumoto, Nagales and Nicolas, Vice Mayor Addiego and Mayor Garbarino; NAYS: None; ABSENT: None; ABSTAIN: None 3. Presentation providing a market update and review of the City's investment portfolio. (Janet Salisbury, Finance Director, and Jeff Probst, Chandler Asset Management) Finance Director Salisbury introduced Jeff Probst, Chandler Asset Management and Frank Risso, City Treasurer to provide a market update and review of the City's investment portfolio. Jeff Probst provided background information on the current economy given the COVID-19 pandemic. Investors sought safety during the first part of the COVID-19 crisis and saw that the US Treasury yields set new all-time lows in a dramatic fashion. The entire yield curve closed on March 9, 2020 with yields under 1% (except the fed funds rate). Since then yields on long maturity Treasury securities have rebounded above 1%. In reaction to market uncertainty, the Federal Reserve made two emergency fed funds rate cuts The Federal Reserve cut fed funds rate 50 basis points (0.50%) on March 3rd and 100 basis points (1.00%) on March 15th. The Federal Reserve also acted in unprecedented ways to support the economy and markets using nearly every tool in their toolbox. The Federal Reserve created several liquidity facilities and has purchased over $2 trillion in government securities since March. The City's portfolio is composed of a mix of high-quality fixed income securities that performed well during recent periods of market volatility. The US Treasury yields fell by nearly 150 basis points (1.50%) over the past six months and interest rates were expected to remain low as prospects SPECIAL CITY COUNCIL MEETING JULY 22, 2020 MINUTES PAGE 2 for growth, inflation and employment remain challenging. If the current interest rate environment persisted for an extended period, it would be expected that the investment portfolio interest income to decrease. The unemployment rate decreased to 11.1% in June from 13.3% in May, still at a historically very high level. The initial jobless claims and continuing claims provide weekly data points on the health of the labor market. The trajectory of both indicators are positive, but both are at historically very high levels. The first quarter of Gross Domestic Product (GDP) was at -5.0%, which was below expectations and showed that COVID-19 was having a severe impact on the economy before most Shelter In Place orders were mandated. The expectation was that the third quarter would be positive, but the magnitude of the positive reading was dependent on containing the spread of COVID-19. The City's portfolio was very highly rated and over the past three months the average rating of the portfolio had not changed, was still mid to high AA rated. The portfolio had performed well over the past 12 months and returned over 5%. Councilmember Matsumoto inquired about the total value of the portfolio. Jeff Probst stated that the long-term portfolio was about $150 million dollars and the short-term account was about $30 million dollars. ADJOURNMENT Being no further business Mayor Garbarino adjourned the meeting at 6:58 p.m. Respectfully submitted by: Cindy Avila Assistant City Clerk Approved by the City Council: Approved by: Richard Garbarino Mayor SPECIAL CITY COUNCIL MEETING JULY 22, 2020 MINUTES PAGE 3 . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-523 Agenda Date: 8/26/2020 Version: 1 Item #: 5. Report regarding a motion to accept the construction improvements of the Bike Lane Gap Closure Project (TR1903 & TR1907) as complete in accordance with plans and specifications (Total Construction Cost $397,250.50). (Jeffrey Chou, Associate Engineer) RECOMMENDATION It is recommended that the City Council, by motion, accept the construction improvements of the Bike Lane Gap Closure Project (TR1903 & TR1907) as complete in accordance with plans and specifications (Total Construction Cost $397,250.50). BACKGROUND/DISCUS SION On January 8, 2020, the City awarded a construction contract to Bayside Stripe & Seal, Inc. to install Class II (bike lanes), or Class III (bike routes) bike facilities as roadway widths allow. The project installed bike route connectivity along Hillside Boulevard from Ridgeview Court to Sister Cities Boulevard, Gull Drive from Oyster Point Boulevard to Forbes Boulevard, East Grand Avenue from Gateway Boulevard to Point San Bruno Park, South Airport Boulevard from Gateway Boulevard to North Access Road, Mitchell Avenue from South Airport Boulevard to Harbor Way, and Harbor Way from Mitchell Avenue to Littlefield Avenue. This project was awarded TDA and BAAQMD grant funding. Bike route connectivity included in Alternative Bid #1, consisting of Oyster Point Boulevard from Airport Boulevard to Gateway Boulevard, was not installed as the Caltrans Permit for work within the Caltrans Right- of-way was not approved during the time of the construction contract. Staff is still pursuing Caltrans Approval and if approved, will include this section into a future striping project. Additional bike route connectivity along Harbor Way from Mitchell Avenue to East Grand Avenue was also installed as part of the project. The work was inspected by the Engineering Division and found to be complete in accordance with the contract documents as of July 27, 2020. Project location map and construction photos are included as Attachment 1 and 2, respectively, of this staff report. FISCAL IMPACT This project is funded by the TDA and BAAQMD grants, and SBland Measure A funds; and the project is included in the City of South San Francisco's Fiscal Year 2019-20 Capital Improvement Program (Project No. tr1903 and trl907). The total construction cost incurred for the project is summarized as follows: Construction Contract Construction Contingency (25%) Construction Management & Administration (10%) Total Construction Budget Projected Actual $ 406,117.50 $ 361,325.50 $ 101,529.38 $ 0.00 $ 40,611.75 $ 35,925.00 $ 548,258.63 $ 397,250.50 City of South San Francisco Page 1 of 2 Printed on 8/20/2020 powered by LegistarTM File #: 20-523 Agenda Date: 8/26/2020 Version: 1 Item #: 5. Construction Contingency was not used. The credit from the deletion of Alternative Bid #1 was used to install bike routes along Harbor Way from Mitchell Avenue to East Grand Avenue; installing green skips along driveways at South Airport Blvd as part of a Bay Conservation & Development Commission (BCDC) permit condition; and refreshing, as directed, of pavement striping and symbols. RELATIONSHIP TO STRATEGIC PLAN Approval of this action will contribute to the City's Strategic Plan Priority Area 2, Quality of Life, Initiative 2.2 by promoting bike paths, pedestrian ways, and multi -modal transportation options. CONCLUSION Staff recommends acceptance of the project as complete. Upon acceptance, a Notice of Completion will be filed with the County of San Mateo Recorder's office. At the end of the thirty day lien period, the retention funds will be released to the Contractor after the City receives the one year warranty bond. Attachments: 1. Project Location Map 2. Construction Photos 3. Presentation City of South San Francisco Page 2 of 2 Printed on 8/20/2020 powered by LegistarTM vt^° H`\\s /1,41 G Channel SSe^fra�0 w�1CM oF �vGK PaC �°a Lac HIIlslde0 4 Aro Sister C!i! es QPARADISE ei`d Sign Hill Park o""° 0\,a o� Oyster Point VALLEY Sister Cities - e Or c Bry Ida0` 1 WestBain OYSTER POINT Oyster ` Ya \S' �,. East Bas Point Park raa pocCdA v e OYster Point Stvd AlrnO�emcn o S °4Y° `eF conOnw ogvo SIGN HILL dA,o qy k tip � `QO V� !rh (^ Pall Av Q 'ace erh to rarnarack Ln w Cae of PmeS� v�ay (n �$ rn Avord r(h!n z Gra 41h Ln J Luegve Ave �d ed 4:,, *"'-'A,. y� Z Q Forbes 6\.46 G"""y 4 le ah Cl `° South San Francisco 0X1d - sr D 0 W N T 0 W N,,d � to eey oKy o^ O Rar6VA,, e -'^Ave South San th an Co ; rQrl �cralco THE EAST SIDE r,rF A,, a Orange U Ra4OpdAve l^�!^ _ FG ldOOq Memorial Park roc enal aY 7 i Jytoy°^Av 0 i A,, N lana! S! 0 a E Grand °eYrair S analgr 101 F E Harass Ave , F61ar7 Ave Swirl Avc ORANGE PARKg € Q O Q lr-tchelt Ave Lawrcrxe Ave E Jara �r O ro d MYR/egvo - �rct°YAva. Fi D ae `eP4e L I N D E N V I L L E - 1 P N� a11Jto° Pae CP y Pae Ut>�Pav °dote �._ �°li c `stoolPe A/ N �c Ft G Sar B'uno yQ� y r CS , p Canal � �,1 o• t �c South San Francisco ® °°ao o San Bruno Water... �ae�v Dot O Pao n Shaw Rd Hoc < aa�`aao° ® e cap Pa O Pae 101 N � y�dK' e p.—%le T i n f n r a n 9'4 N^ nr r'`a1 t y 2 Attachment 2 - Construction Photos ,- � �� �. � . _.. .. _ '� .. -�� _.. , . �:_ w ;� T r 1. i ;�: _ � .. �— I I� rl 4;� � _ - 7 r -'��� ..a ��..'i _ � � _ _ -� . 1 }; ... '` , � _ �r^'fir . y3 '�� AWb st, dols Ali 0 _ .a. 9 k. .'il Iii-� } 0 . a' • � i is BIKE LANE GAP CLOSURE PROJECT ACCEPTANCE OF THE CONSTRUCTION IMPROVEMENTS AUGUST 26,2020 Attachment 3 PROJECT OVERVIEW Bike Route Connectivity along: ®yPARADISE�"��°�• ' 84, ,✓'" 'qq • Hillside Boulevard from Ridgeview Sign Hill Perk _ VALLEY �^sva Court to Sister Cities Boulevard �w aap •. � ff 7 r OYSTER PUi:.. r Y "�' = ;' • Gull Drive from Oyster Point r=„w {rySIGVN HILL ' � ' R Boulevard to Forbes Boulevard �.. �.- .,4 a°��`�.. :*! �'�,� °" • East Grand Avenue from Gateway .. Boulevard to Point San Bruno Park D O W N T ❑ lhl {,, `3d S[ an5 p an TH=Ill 1131111P4,.. • South Airport Boulevard from t A4emor�al Pork ��k -0•p... IF s - •., �.� �'''�►111 Gateway Boulevard to North c X11►,.,, Access Road ORANGE PARK E - g.Illllrry,� • Mitchell Avenue from South Airport Boulevard to Harbor Way y� LINDENVILLE = LEGEND • Harbor Way from East Grand 111111 Class II Bike Lanes Avenue to Littlefield Avenue 111111 Class III Bike RoutesSat,ik Son Fra w Sco ® eie'v°°water N • Construction contract awarded to Bike Routes not installed � '- T Bayside S&S, Inc. on Jan. 8, 2020 � n PROJECT OVERVIEW Modifications during Construction: Alternative Bid #1 (Caltrans ROV)/); r Installation deferred pending #I,� ,. Caltrans Approval irk I OYSTER POINT to .,. )Revjised Pi lrrIU,111rrIncluded Bike Route for gap closure IF4; along Harbor vVay Bike Route100 r better access to so the Bay Trail f 00 CITY OF Mc. SOUTH SAN FRANCISCO CALIFORNIA { Bike Lane Gap Closure Project 4 CITY OF Bike Lane Gap Closure Project -8 01 ............ . . . . . . . . ........ ...... . . . . . . . . . . . --7 1 . . . . . . . . . . SOUTH SAN FRANCISCO CALIFORNIA CONSTRUCTION COST The total construction cost incurred to date for the project is summarized as follows: vJ AEhk-- A9 Projected Actual Bayside S&S, Inc. Construction Contract Construction Contingency (25%) Construction Management/Administration (10%) $406,117.50 $101,529.38 $40,611.75 $361,325.50 $0.00 $35,925.00 Total Project Budget $548,258.63 $397,250.50 Bike Lane Gap Closure Project CITY OF SOUTH SAN FRANCISCO CALIFORNIA . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-391 Agenda Date: 8/26/2020 Version: 1 Item #: 6. Report regarding a motion to accept the construction improvements of the North Access Road Bike & Pedestrian Improvement Project (Project No. ST1806) as complete in accordance with plans and specifications (Total Construction Cost $597,262.77) (Jason Hallare, Senior Engineer). RECOMMENDATION It is recommended that the City Council, by motion, accept the construction improvements of the North Access Road Bike & Pedestrian Improvement Project (Project No. ST1806) as complete in accordance with plans and specifications (Total Construction Cost $597,262.77) BACKGROUND/DISCUS SION On September 25, 2019, the City Council of South San Francisco awarded the North Access Road Bike & Pedestrian Improvement Project (Project No. ST1806) to RK Engineering, Inc. to install a Class IV separated bike way on North Access Road from South Airport Boulevard to the San Bruno Creek Bridge where it will connect to the existing San Francisco Bay Trail. Construction management and administration was provided by Swinerton Management & Consulting. During construction, additional improvements were included at the request of the Bay Conservation and Development Commission. Drain inlet grates were replaced with an alternative grate with smaller openings. Street signs and street lights were relocated to reduce obstructions along the sidewalk. The total construction cost incurred for the project is summarized as follows: Projected Actual RK Engineering Construction Contract $534,119.50 $534,119.50 Construction Contingency (15%) $ 80,117.93 $ 14,693.27 Construction Management / Administration (10%) $ 53,411.95 $ 48,450.00 Total Project Construction Budget $667,649.38 $597,262.77 FINDING This project is funded by the General Fund, Measure A, and SBI. The project is included in the City of South San Francisco's Fiscal Year 2019-20 Capital Improvement Program (Project No. ST1806) with sufficient funds allocated to cover the project cost. Remaining funds will be reallocated to other CIP projects. RELATIONSHIP TO STRATEGIC PLAN Approval of this action will contribute to the City's Strategic Plan Priority Area 2 Initiative 2.2 by promoting bike paths, pedestrian ways, and multi -modal transportation options. CONCLUSION Staff recommends acceptance of the project as complete. Upon acceptance, a Notice of Completion will be filed with the County of San Mateo Recorder's office. At the end of the thirty day lien period, the retention funds will be released to the contractor after the City receives one year warranty bond. City of South San Francisco Page 1 of 2 Printed on 8/20/2020 powered by LegistarTM File #: 20-391 Agenda Date: 8/26/2020 Version: 1 Item #: 6. It is recommended that the City Council, by motion, accept the construction improvements of the North Access Road Bike & Pedestrian Improvement Project (Project No. ST 1806) as complete in accordance with plans and specifications (Total Construction Cost $597,262.77). Attachments: 1. Vicinity Map 2. Construction Photos 3. 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Moo o P1 San Bruno Creek f` rT lr} �+"=:i t'1;�-1�` �1 !' i,:. t Y �r 1."� • � j �. ,.�}1.. , .., . . .f � - - � �' - �-- Vol US -101 on/off ramp .r .M INN „.: _ -;r 7 `San Francisco International Airport �y z IMPROVEMENTS PHOTOS Separated cycle track and sidewalk CITY OF North Access Road Bike & Pedestrian Improvement Project SOUTH SAN FRANCISCO CALIFORNIA CONSTRUCTION COSTS The total construction cost incurred to date for the project is summarized as follows: Budget Item RK Engineering, Inc. Construction Contract Construction Contingency (15%) Construction Management/Administration (10%) Z ojected Actual $ 534,119.50 $ 80,117.93 $ 53,411.95 $ 534,119.50 $ 14,693.27 $ 48,450.00 Total Project Budget $ 667,649.38 $ 597,262.77 CITY OF North Access Road Bike & Pedestrian Improvement Project SOUTH SAN FRANCISCO CALIFORNIA . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-551 Agenda Date: 8/26/2020 Version: 1 Item #: 7. Report regarding a motion to accept the construction improvements of the Gateway Monument Signs and Median Improvements (Project No. stl805) as complete in accordance with plans and specifications (Total Construction Cost $540,393.94). (Jeffrey Chou, Associate Engineer and Peter Vorametsanti, Swinerton Management & Consulting) RECOMMENDATION It is recommended that the City Council, by motion, accept the construction improvements of the Gateway Monument Signs and Median Improvements (Project No. st1805) as complete in accordance with plans and specifications (Total Construction Cost $540,393.94). BACKGROUND/DISCUSSION On November 28, 2018, the City awarded a construction contract to Bortolussi & Watkin, Inc. to install gateway signs and landscaping at locations specified in the 2013 Gateway Master Plan. The project installed a horizontal gateway monument sign on Mission Road at McLellan Drive, and a vertical gateway monument sign in the El Camino Real median near Noor Avenue, both with landscape improvements. Landscape improvements were installed around two previously installed monument signs on Westborough Boulevard near Skyline Boulevard and on Sister Cities Boulevard at Airport Boulevard. A new monument sign at the median island on Junipero Serra Boulevard and Avalon Drive was installed to replace an existing broken monument sign, with no landscape improvements. The work was inspected by the Engineering Division and found to be complete in accordance with the contract documents as of July 15, 2020. Location map and installation photos are included as Attachment 1 and 2, respectively, of this staff report. FISCAL IMPACT This project is funded by the infrastructure reserves, developer fees, and the general fund, and the project is included in the City of South San Francisco's Fiscal Year 2018-19 Capital Improvement Program (Project No. st1805). The total construction cost incurred for the project is summarized as follows: Projected Actual Bortolussi & Watkin, Inc. Construction Contract $409,553.00 $409,553.00 Construction Contingency (25%) $102,388.00 $ 59,379.86 Construction Manager (Swinerton) $ 58,640.00 $ 58,640.00 Administration (2%) $ 8,192.00 $ 12,821.08 Total Construction Budget $578,773.00 $540,393.94 Contingency was used to replace deteriorated existing landscape irrigation facilities, removing unknown utilities below ground conditions, and install a new monument sign including electrical connection at Junipero Serra Boulevard and Avalon Drive. City of South San Francisco Page 1 of 2 Printed on 8/21/2020 powered by LegistarTM File #: 20-551 Agenda Date: 8/26/2020 Version: 1 Item #: 7. RELATIONSHIP TO STRATEGIC PLAN Approval of this action will contribute to the City's Strategic Plan outcome of Improved Community Connection with these monument signs installed at City gateways. CONCLUSION Staff recommends acceptance of the project as complete. Upon acceptance, a Notice of Completion will be filed with the County of San Mateo Recorder's office. At the end of the thirty day lien period, the retention funds will be released to the Contractor after the City receives the one year warranty bond. Attachments: 1. Location Map 2. Installation Photos 3. Presentation City of South San Francisco Page 2 of 2 Printed on 8/21/2020 powered by LegistarTM 1 of 5 2 of 5 3 of 5 4 of 5 5 of 5 GATEWAY SIGNS AND MEDIAN IMPROVEMENTS ACCEPTANCE OF THE CONSTRUCTION IMPROVEMENTS AUGUST 26, 2020 Attachment 3 LOCATION MAP 1 - McLellan Drive and Mission Road 2 —Westborough Boulevard and Skyline Boulevard 3 — Sister Cities Boulevard and Airport Boulevard 4 — EI Camino Real — Noor Avenue to Spruce Avenue 5 — Junipero Serra Boulevard and Avalon Drive PROJECT OVERVIEW may+ Gateway Monument Signs and Median Improvements I Kv I-. z 'X I aw - r _ - - - ? _ •y; •J; J. y�� 0 SOUTH x y F.0 CITY SAN > _ _ 5 FRANCISCO ..1' r... rJ Sill ■� �P CITY OF SOUTH SAN FRANCISCO CALIFORNIA Gateway Monument Signs and Median Improvements CITY OF SOUTH SAN FRANCISCO CALIFORNIA ■ U- 0 >- SOUTH oSOUTH SAN FRANCISCO _ m CONSTRUCTION COST The total construction cost for the project is summarized as follows: Bortolussi and Watkin Inc. Construction Contract Construction Contingency (25%) Construction Manager (Swinerton) Administration (2%) Total Construction Budget Projected Actual $409,553.00 $102,388.00 $58,640.00 $8,192.00 $578,773.00 $409,553.00 $59,379.86 $58,640.00 $12,821.08 $540,393.94 Gateway Monument Signs and Median Improvements CITY OF SOUTH SAN FRANCISCO CALIFORNIA . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-586 Agenda Date: 8/26/2020 Version: 1 Item #: Report regarding a resolution authorizing the appointment of Deputy City Treasurer(s). (Frank Risso, City Treasurer and Janet Salisbury, Director of Finance) RECOMMENDATION It is recommended that the City Council adopt a resolution approving the appointment of Deputy City Treasurer(s). BACKGROUND/DISCUS SION On February 12, 2014, the City Council of South San Francisco adopted Resolution No. 11-2014 authorizing the appointment of a new Deputy City Treasurer and confirming the existing Deputy Treasurer. Those Deputy City Treasurers named in the resolution no longer work at the City. The adoption of this resolution by City Council would ensure the continuity of the City's Treasury operations, which includes cash and investment management functions. This resolution would tie the appointment of Deputy Treasurers to positions versus individuals, which would allow staff to streamline the administrative process of carrying out essential liquidity and investment transactions. In approving this resolution, the City's Director of Finance, would be a Deputy Treasurer. Moreover, this resolution would allow the appointment of any additional Deputy Treasurers to be handled administratively between the Director of Finance and the elected Treasurer going forward. FISCAL IMPACT There is no fiscal impact related to the adoption of this resolution. RELATIONSHIP TO STRATEGIC PLAN The adoption of this resolution would support the Financial Stability goal of the City's Strategic Plan. CONCLUSION Approval of the attached resolution will confirm the City's Deputy Treasurer and streamline the process of appointing Deputy Treasurer(s) going forward. City of South San Francisco Page 1 of 1 Printed on 9/5/2020 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 #: 20-588 Agenda Date: 8/26/2020 Version: 1 Item #: Resolution authorizing the appointment of Deputy City Treasurer(s). WHEREAS, the City has an elected City Treasurer whose election has been certified by the City Clerk; and WHEREAS, the City Treasurer is an elected position; and WHEREAS, it is in the best interest of the City to appoint Deputy Treasurers for the management of day-to-day financial operations of the City; and WHEREAS, the Deputy Treasurers appointed by Council per Resolution No. 11-2014 no longer work for the City. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco does hereby confirm and certifies that the City's Director of Finance is also the Deputy Treasurer. In the event that the title of the position of Director of Finance is changed in the future, the position shall continue to be the Deputy Treasurer regardless of the title change. BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco hereby confirms and certifies that the City's Director of Finance, with written approval from the City Treasurer, can appoint additional Deputy Treasurers as necessary without further confirmation by the City Council. BE IT FURTHER RESOLVED that the appointment of additional Deputy Treasurers of the City by the Finance Director shall be limited to the following position classifications: Deputy Finance Director and Financial Services Manager. In the event that the titles of those positions are changed in the future, the positions shall continue to be eligible to be appointed as Deputy Treasurers regardless of the title changes. BE IT FURTHER RESOLVED, that Deputy Treasurers are authorized to carry out investment transactions on behalf of the City, which includes, but is not limited to the authority to deposit and withdraw funds of the City of South San Francisco monies in the Local Agency Investment Fund (LAIF) in the State Treasury in accordance with the provisions of Section 16429.1 of the Government Code for the purpose of investment as stated therein. BE IT FURTHER RESOLVED, that the City Manager and Director of Finance are hereby authorized to execute forms and agreements to carry out the intent of this Resolution, including, but not limited to forms and agreements with the City's banking and investment institutions in order to add the Deputy Treasurers as authorized signatories to banking and investment agreements. City of South San Francisco Page 1 of 1 Printed on 9/5/2020 powered by LegistarTM `'o4zR•{City of •uth San Francisco '-Legislation P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #: 20-589 Agenda Date: 8/26/2020 Version: 1 Item #: 9. Report regarding a resolution approving the City's Investment Policy for Fiscal Year 2020-21. (Frank Risso, City Treasurer and Janet Salisbury, Director of Finance) RECOMMENDATION It is recommended that the City Council approve the City's investment policy for Fiscal Year 2020-21. BACKGROUND/DISCUSSION Each fiscal year, the City's Investment Policy is presented to the City Council for consideration. The proposed Fiscal Year (FY) 2020-21 Investment Policy is included as Exhibit A of the accompanying resolution and reflects no changes from the prior year's policy. Staff will continue to work with the City's investment advisors, Chandler Asset Management, to review the City's Investment Policy to ensure compliance with best practices and alignment with state code. FISCAL IMPACT There is no direct fiscal impact by the adoption of this resolution. However, a sound Investment Policy, as set forth herein, assists in preserving the financial stability of the City. RELATIONSHIP TO STRATEGIC PLAN This resolution supports the City's strategic goal of Financial Stability. CONCLUSION Approval of the 2020-21 Investment Policy ensures that the management of the City's investment portfolio is guided by best practices and in compliance with state code. City of South San Francisco Page 1 of 1 Printed on 8/21/2020 powered by LegistarTM `'o4zR•{City of •uth San Francisco rH''. TTTT• � n �-Legislation P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File M 20-590 Agenda Date: 8/26/2020 Version: 1 Item M 9a. Resolution approving the City's Investment Policy for Fiscal Year 2020-21. WHEREAS, each fiscal year, the City of South San Francisco's Investment Policy is presented to the City Council of South San Francisco for consideration; and WHEREAS, the Fiscal Year (FY) 2020-21 Investment Policy, is attached herein as Exhibit A, and reflects no changes from the prior year's policy; and WHEREAS, staff will continue to work with the City's investment advisor to review the City's Investment Policy to ensure compliance with best practices and alignment with state code. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco does hereby approve the FY 2020-21 Investment Policy. City of South San Francisco Page 1 of 1 Printed on 8/21/2020 powered by LegistarTM EXHIBIT A City of South San Francisco Investment Policy Fiscal Year 2020-21 PURPOSE: The following statement is intended to provide guidelines for the "Prudent Investor Standard" of investment of the City's temporary idle cash and to outline the policies for an effective cash management system. A. Prudent Investor Standard: Management of the City's investments is governed by the Prudent Investor Standard as set forth in the California Government Code 53600.3: "...all governing bodies of local agencies or persons authorized to make investment decisions on behalf of those local agencies investing public funds pursuant to this chapter are trustees and therefore fiduciaries subject to the prudent investor standard. When investing, reinvesting, purchasing, acquiring, exchanging, selling, or managing public funds, a trustee shall act with care, skill, prudence, and diligence under the circumstances then prevailing, including, but not limited to, the general economic conditions and the anticipated needs of the Agency, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the Agency. Within the limitations of this section and considering individual investments as part of an overall strategy, investments may be acquired as authorized by law." The City's cash management system's goal is to accurately monitor and forecast revenues and expenditures enabling the City to invest funds to the fullest extent possible. The City Treasurer attempts to obtain the highest yield possible as long as investments meet the criteria established for safety and liquidity. This Investment Policy applies to all City funds except retirement, pension, or bond proceeds or bond reserves, which have their own constraining requirements. The investment policies and practices of the Treasurer of the City of South San Francisco are based upon federal, state, and local laws as well as prudent money management. The primary objectives of these policies are, in priority order: To assure compliance with all federal, state, and local laws governing the investment of monies. 2. To maintain the principal of the City's investments. 3. To remain sufficiently liquid to meet all expenses. 4. After safety and liquidity are assured, to generate the maximum amount of investment income within the parameters of this statement of investment policy. INVESTMENT OBJECTIVES: 1. SAFETY OF PRINCIPAL is the foremost objective of the Investment Policy. The Treasurer shall seek to ensure that capital losses are avoided with each investment transaction. The objective is to mitigate credit risk (the risk that a security or a portfolio will lose some or all of its value due to a real or perceived change in the ability of the issuer to repay its debt) and interest rate risk (the market value of the security in the portfolio will fall due to changes in general interest rates). 2. LIQUIDITY is the second most important objective of the Investment Policy. It is important that a portion of the portfolio contain investments, which can be easily liquidated with minimal, or no risk to principal and/or interest. The longest maturity of any investment shall be five years. The portfolio shall be structured so that sufficient funds are readily available to meet all reasonably anticipated operating expenses. 3. YIELD is the return earned on monies invested. The City's funds shall be designed to attain a rate of return throughout budgetary and economic cycles which is approximately equal to the return on a Market Benchmark Index which will be reported to the City Council on a periodic basis. The current index that is consistent with this policy, the market, and the cash flow needs of the City is the 1-5 year Government Index. Yield will be considered only after the basic requirements of safety, liquidity, and credit quality have been met. INVESTMENT POLICY: The City is governed by the California Government Code, Section 53600 et.seq. Within the context of these limitations, the following investments are authorized: U.S. TREASURY SECURITIES for which the full faith and credit of the U.S. are pledged for the payment of principal and interest. There is no limit to the percentage of the portfolio that can be invested in U.S. Treasuries. However, their maturities shall be limited to 5 years or less. FEDERAL AGENCY OR UNITED STATES GOVERNMENT SPONSORED ENTERPRISE OBLIGATIONS, or other instruments, including those issued by federal agencies or United States government-sponsored enterprises. The amount of any one issuer shall not exceed 25 percent of the portfolio, with the maturity not to exceed 5 years. Examples include the Federal Farm Credit Bank System (FFCB), the Federal Home Loan Bank Board (FHLB), the Federal National Mortgage Association (FNMA), the Federal Home Loan Mortgage Corporation (FHLMC), Tennessee Valley Authority (TVA). SUPRANATIONALS securities that are unsubordinated obligations issued by the International Bank for Reconstruction and Development (IBRD), International Finance Corporation (IFC), or Inter -American Development Bank (IADB). The securities must be rated in a rating category of "AA" or higher by a nationally recognized statistical rating organization. No more than 30% of the total portfolio may be invested in these securities. No more than 10% of the total portfolio shall be invested in any single issuer. The maximum maturity of any security of this type shall not exceed five years. 2 CORPORATE MEDIUM TERM NOTES issued by corporations organized and operating within the United States or by depository institutions licensed by the United States or any state and operating within the United States. Notes eligible for investment under this subdivision shall be rated in a rating category of "A" or its equivalent or better by a nationally recognized rating service. Purchases of medium-term notes may not exceed 30 percent of the City's surplus money which may be invested pursuant to this section. The maximum maturity shall not be greater than 5 years ASSET BACKED SECURITIES including mortgage pass-through, collateralized mortgage obligation, mortgage-backed or other pay -through bond, equipment lease -backed certificate, consumer receivable pass-through certificate, or consumer receivable -backed bond with a maximum maturity of five years; excluding issuers of the US Government of its a e Securities eligible for investment under this subdivision shall be rated in a rating category of "AA" or its equivalent or better by a nationally recognized rating service. Purchase of securities authorized by this subdivision may not exceed 20 percent of the City's surplus money that may be invested pursuant to this section. COMMERCIAL PAPER must be of prime quality of the highest rating by both Moody's and Standard and Poor's (P-1 by Moody's and A-1 by Standard and Poor's). Eligible paper is limited to corporations organized and operating within the U.S. and having total assets of at least $500,000,000. There are also limitations as to the total percent (25%) of the portfolio that may be invested in commercial paper, the time of investment (270 days) and the amount of any one issuer shall not exceed 5 percent of the portfolio. NEGOTIABLE CERTIFICATES OF DEPOSIT issued by a nationally or state chartered bank, a savings association or a federal association, a state or federal credit union, or by a federally licensed or state licensed branch of a foreign bank. The amount of a negotiable certificate of deposit insured up to the FDIC limit does not require any credit ratings. Any amount above the FDIC insured limit must be issued by institutions which have short term debt obligations rated "A-1" or its equivalent or better by at least one NRSRO; or long-term obligations rated in a rating category of "A" or its equivalent or better by at least one NRSRO. No more than 30% of the total portfolio may be invested in negotiable certificates of deposit and no more than 5% of the portfolio may be invested in any single issuer. The maximum maturity shall not be greater than 5 years REPURCHASE AGREEMENTS (Repos) allow a purchase of securities by a local agency; by agreement, the seller will repurchase the securities on or before a specified date and for a specified amount. The maturity should not exceed ninety days. Repos should only be purchased when a purchase agreement is executed with a bank in which the underlying security shall have a market value of at least: 102% for U.S. Treasuries or 105% for U.S. Agencies of the funds borrowed. Pledged securities must be held by a third party custodian. The issuing counter party shall be rated in a rating category of "AA" or its equivalent or better by nationally recognized rating services (Standard and Poor's and Moody's). THE LOCAL AGENCY INVESTMENT FUND is a pooled fund managed by the State Treasurer whose permitted investments are identified in the Government Code Section 164291. LAIF offers high liquidity as deposits and withdrawals can be wired to and from South San Francisco on the same day, provided the request is made before 10:00 A.M. No maximum limit for LAIF is set by this investment policy. MUTUAL FUNDS are shares of beneficial interest issued by diversified management companies, as defined by Section 23701 M of the Revenue and Taxation Code. To be eligible for investment, these funds must strive to maintain a net asset value of $1.00 per share at all times and: a) Attain the highest ranking in the highest letter and numerical rating provided by not less than two of the three largest nationally recognized rating services; or b) Have an investment advisor registered with the Securities and Exchange Commission with not less than five years experience investing in securities and obligations, and with assets under management in excess of five hundred million dollars; and c) Invest solely in those securities and obligations authorized by Sections 53601 and 53635 of the California Government Code. Where the City's Investment Policy may be more restrictive than the State Code, the Policy authorizes investments in mutual funds that shall have minimal investment in securities otherwise restricted by the City's Policy. Minimal investment is defined as less than 5 percent of the mutual fund portfolio. Mutual fund investments shall not exceed 20% of the portfolio, with no more than 10% of the portfolio invested with any one institution. PROHIBITED INVESTMENTS: Instruments not expressly authorized are prohibited. In accordance with Government Code Section 53601.6, investment in inverse floaters, range notes or mortgage derived interest -only strips is prohibited, as are derivatives. Investment in any security that could result in a zero interest accrual if held to maturity is also prohibited. rd SUMMARY OF AUTHORIZED INVESTMENTS: Instrument Limitations Minimum % of Rating Portfolio U.S. Treasuries 100% U.S. Agencies 100% Supranational AA 30% Corporate MTNs A 30% Asset Backed Security AA 20% Commercial Paper PI/Al 25 % Negotiable Certificates A-1 or A 30% of Deposit 5 years Repurchase Agreements 270 days Issuing Counter Party AA 5 years Collateral: If U.S. Treasuries If U.S. Agencies Local Agency Investment Fund (LAIF) 100% % in any single Maximum Minimum Issuer Maturity Collateral 100% 5 years 25% 5 years 10% 5 years 5% 5 years 5% 5 years 5% 270 days 5% 5 years 102% 105% Mutual Funds Aaa Moody's/ AAAm S&P 20% 10% AUTHORIZED INVESTMENTS PERSONNEL: The City Treasurer and any Deputy Treasurers he or she appoints are authorized to approve investment transactions. Deputy Treasurers shall include at a minimum the City Finance Director. MITIGATING CREDIT RISK: Credit risk is the risk that a security or a portfolio will lose some or all of its value due to a real or perceived change in the ability of the issuer to repay its debt. The City shall mitigate credit risk by adopting the following strategies: 1. No more than 5% of the total portfolio may be invested in securities of any single issuer, other than: a) U.S. Treasuries and LAIF, which have no limit; and 5 b) U.S. Agencies, which shall be limited to no more than 25% of the portfolio in any one issuing Agency. Supranational and Money Market Mutual Fund securities shall be limited to no more than 10% of the portfolio in any one issuer. 2. The City Treasurer may elect to sell a security prior to its maturity and record a capital gain or loss in order to improve the quality, liquidity or yield of the portfolio in response to market conditions or City's risk preferences; and, 3. If securities owned by the City are downgraded to a level below the credit quality required by this Investment Policy, it shall be the City Treasurer's policy to review the credit situation and make a determination as to whether to sell or retain such securities in the portfolio. a) If a security is downgraded, the Treasurer will use discretion in determining whether to sell or hold the security based on its current maturity, the economic outlook for the issuer, and other relevant factors. b) If a decision is made to retain a downgraded security in the portfolio, its presence in the portfolio will be monitored and reported monthly to the City Council. DEPOSITORY SERVICES: Monies must be deposited in state or national banks, state or federal savings and loan associations, or state or federal credit unions in the state of California. The monies may be in inactive deposits, active deposits, or interest-bearing active deposits. The deposits in any institution cannot exceed the amount of the bank's or savings and loan's paid up capital and surplus. The bank, savings and loan, or federal credit union must secure the active and inactive deposits with eligible government securities having a market value of at least 110% of the total amount of the deposits. Funds held in a bank should be limited to weekly cash flow needs, and excess funds should be either invested in LAIF or a money market mutual fund. Any depository institution used by the City should provide overnight sweep vehicles that comply with this Investment Policy and the State Government Code. QUALIFIED DEALERS AND INSTITUTIONS: Except for transactions with the State and County investment pools, the City shall transact investment business only with banks, savings and loans, and with investment securities dealers as defined in Government Code Section 53601.5: "The purchase by a local agency of any investment authorized pursuant to Section 53601 or 53601.1, not purchased directly from the issuer, shall be purchased either from an institution licensed by the state as a broker-dealer, as defined in Section 25004 of the Corporations Code, or from a member of a federally regulated securities exchange, from a national or state -chartered bank, from a federal or state association (as defined by Section 5102 of the Financial Code) or from a brokerage firm designated as a primary government dealer by the Federal Reserve bank." D The City Treasurer shall investigate institutions that wish to do business with the City in order to determine if they are adequately capitalized, make markets in securities appropriate to the City's needs. Specifically, in order to achieve these objectives: The Treasurer shall establish a list of qualified securities dealers, and shall obtain a certification submitted by all financial institutions with which the City has an investment relationship on an annual basis. The certification shall state that the institution has reviewed the City's investment management plan and that it will: • Exercise due diligence in monitoring the activities of its officers and employees engaged in transactions with the City. • Ensure that all of its officers and employees offering investments to the City are trained in the precautions appropriate to public sector investments. In order to be qualified for use by the City, a qualifying institution must have: a) At least three years experience operating with California municipalities. In addition, individual traders or agents representing a dealer must have a minimum of one year experience operating with California municipalities; b) An inventory of trading securities of at least $10 million. SAFEKEEPING AND CUSTODY OF SECURITIES: To protect against potential losses caused by the collapse of individual securities dealers, all securities owned by the City, except for investments with LAIF, Repurchase Agreements as authorized in this Policy shall be kept in safekeeping by a third party custodian acting as agent for the City under the terms of a custody agreement executed by the bank and by the City. These funds will be held in the City's name. All trades will be executed by delivery vs. payment (DVP). This ensures that securities are deposited to the third party safe keeper prior to release of the City's funds to the broker, for a purchase, and ensures that cash is deposited with the safe keeper prior to release of the City's security for a sale. COMPETITIVE PURCHASE AND SALE OF ALLOWED SECURITIES: Except for purchases in LAIF or with a Mutual Fund otherwise authorized in this Policy, any purchase or sale of individual securities shall be made after soliciting at least three quotes from authorized brokers, either verbally or in writing. The Treasurer shall make the purchase or sale from the broker that offers the best executable price for the security. In the case of a tie of two or more brokers, the Treasurer shall select by his/her choice. The Treasurer shall maintain documentation relating to investment quotes for six months. ETHICS AND CONFLICTS OF INTEREST: The City Treasurer and Deputy City Treasurers shall file a State Form 700 annually, wherein they must disclose all personal assets such as stocks, bonds, properties, business entities, etc., in which said officials may be involved and which could create a conflict of interest with the proper execution of their offices or impair their ability to make impartial decisions. 7 REPORTING: The Treasurer shall present to the City Council a quarterly report showing the types of investments, institutions of investment, dates of maturity, amounts of deposit, current market value for all securities, rates of interest, and other such data as may be required by the City Council. INVESTMENT OVERSIGHT COMMITTEE: The City shall establish an Investment Oversight Committee that shall meet at least quarterly. The committee shall consist of, at a minimum, the City Treasurer, the City Manager, and the Finance Director. The purpose of the committee is to: • Review the portfolio on a quarterly basis to ensure compliance with the City's Investment Policy and the requirements of the State of California. • Make recommendations to Council to change the Investment Policy where appropriate. • Meet as needed to review the investment portfolio as a result of changes in the marketplace or the economic position of any company or agency that affects the City's investments. The City Treasurer will report on any recommendations and/or actions taken by the Investment Oversight Committee in his/her quarterly investment reports to the full City Council. The Investment Oversight Committee shall meet and report at least semi-annually with the FinanceBudget/Investment Committee of the City Council. INTERNAL CONTROLS: The Treasurer and the Finance Director are responsible for establishing and maintaining an internal control structure designed to ensure that the assets of the entity are protected from loss, theft, or misuse. The internal control of the structure shall be designed to provide reasonable assurance that these objectives are met. Management responsibility for the investment program is delegated to the elected City Treasurer who shall be responsible for all investment transactions. The Deputy City Treasurer(s), appointed by the City Treasurer, acts at the discretion and direction of the City Treasurer. WIRE TRANSFER CONFIRMATIONS: Due to the need to preserve segregation of duties and checks and balances, all non-recurring, outgoing wire transactions initiated by the City Treasurer or a Deputy Treasurer appointed by the City Treasurer shall be confirmed by the bank with a second person, either a Deputy Treasurer or an authorized person within the Finance Department, prior to the completion of that wire transfer. Recurring/repetitive wire transactions, such as with LAIF, or to meet regular debt service payments, may be exempted from a second confirmation requirement, provided that a list of recurring wire transfers is established with the bank and that both the City Treasurer and the Finance Director approve the list. POLICY REVIEW: This Investment Policy shall be reviewed at least annually to ensure its consistency with the overall objectives of safety of principal, liquidity, and yield. The Policy should also be relevant to current law, financial and economic trends, and should meet the needs of the City of South San Francisco. I Appendix A GLOSSARY OF INVESTMENT TERMS Agencies. Shorthand market terminology for any obligation issued by a government-sponsored entity (GSE), or a federally related institution. Most obligations of GSEs are not guaranteed by the full faith and credit of the US government. Examples are: FDIC. The Federal Deposit Insurance Corporation provides insurance backed by the full faith and credit of the US government to certain bank deposits and debt obligations. FFCB. The Federal Farm Credit Bank System provides credit and liquidity in the agricultural industry. FFCB issues discount notes and bonds. FHLB. The Federal Home Loan Bank provides credit and liquidity in the housing market. FHLB issues discount notes and bonds. FHLMC. Like FHLB, the Federal Home Loan Mortgage Corporation provides credit and liquidity in the housing market. FHLMC also called "FreddieMac" issues discount notes, bonds and mortgage pass-through securities. Only discount notes and bonds are authorized by this policy. FNMA. Like FHLB and FreddieMac, the Federal National Mortgage Association was established to provide credit and liquidity in the housing market. FNMA, also known as "FannieMae," issues discount notes, bonds and mortgage pass-through securities. PEFCO. The Private Export Funding Corporation assists exporters. TVA. The Tennessee Valley Authority provides flood control and power and promotes development in portions of the Tennessee, Ohio and Mississippi River valleys. TVA currently issues discount notes and bonds. Asked. The price at which a seller offers to sell a security. Asset Backed Securities (ABS). Asset Backed Securities are pass-through instruments collateralized by installment loans, leases, revolving lines of credit or other consumer finance receivables. Securitizations are structured to separate the credit of the ABS issuer from the assets being securitized. Banker's acceptance. A money market instrument created to facilitate international trade transactions. It is highly liquid and safe because the risk of the trade transaction is transferred to the bank which "accepts" the obligation to pay the investor. Benchmark. A comparison security or portfolio. A performance benchmark is a partial market index, which reflects the mix of securities allowed under a specific investment policy. Bid. The price at which a buyer offers to buy a security. 10 Broker. A broker brings buyers and sellers together for a transaction for which the broker receives a commission. A broker does not sell securities from his own position. Callable. A callable security gives the issuer the option to call it from the investor prior to its maturity. The main cause of a call is a decline in interest rates. If interest rates decline since an issuer issues securities, it will likely call its current securities and reissue them at a lower rate of interest. Callable securities have reinvestment risk as the investor may receive its principal back when interest rates are lower than when the investment was initially made. Certificate of Deposit (CD). A time deposit with a specific maturity evidenced by a certificate. Large denomination CDs may be marketable. Collateral. Securities or cash pledged by a borrower to secure repayment of a loan or repurchase agreement. Also, securities pledged by a financial institution to secure deposits of public monies. Commercial paper. The short-term unsecured debt of corporations. Cost yield. The annual income from an investment divided by the purchase cost. Because it does not give effect to premiums and discounts which may have been included in the purchase cost, it is an incomplete measure of return. Coupon. The rate of return at which interest is paid on a bond. Credit risk. The risk that principal and/or interest on an investment will not be paid in a timely manner due to changes in the condition of the issuer. Current yield. The annual income from an investment divided by the current market value. Since the mathematical calculation relies on the current market value rather than the investor's cost, current yield is unrelated to the actual return the investor will earn if the security is held to maturity. Dealer. A dealer acts as a principal in security transactions, selling securities from and buying securities for his own position. Debenture. A bond secured only by the general credit of the issuer. Delivery vs. payment (DVP). A securities industry procedure whereby payment for a security must be made at the time the security is delivered to the purchaser's agent. Derivative. Any security that has principal and/or interest payments which are subject to uncertainty (but not for reasons of default or credit risk) as to timing and/or amount, or any security which represents a component of another security which has been separated from other components ("Stripped" coupons and principal). A derivative is also defined as a financial instrument the value of which is totally or partially derived from the value of another instrument, interest rate or index. Derivatives are prohibited under this Investment Policy. Discount. The difference between the par value of a bond and the cost of the bond, when the cost is below par. Some short-term securities, such as T-bills and banker's acceptances, are known as discount securities. They sell at a discount from par, and return the par value to the investor at maturity without additional interest. Other securities, which have fixed coupons, trade at a discount 11 when the coupon rate is lower than the current market rate for securities of that maturity and/or quality. Diversification. Dividing investment funds among a variety of investments to avoid excessive exposure to any one source of risk. Duration. The weighted average time to maturity of a bond where the weights are the present values of the future cash flows. Duration measures the price sensitivity of a bond to changes in interest rates. (See modified duration). Federal funds rate. The rate of interest charged by banks for short-term loans to other banks. The Federal Reserve Bank through open -market operations establishes it. Federal Open Market Committee: A committee of the Federal Reserve Board that establishes monetary policy and executes it through temporary and permanent changes to the supply of bank reserves. Leverage. Borrowing funds in order to invest in securities that have the potential to pay earnings at a rate higher than the cost of borrowing. Liquidity: The speed and ease with which an asset can be converted to cash. Make Whole Call. A type of call provision on a bond that allows the issuer to pay off the remaining debt early. Unlike a call option, with a make whole call provision, the issuer makes a lump sum payment that equals the net present value (NPV) of future coupon payments that will not be paid because of the call. With this type of call, an investor is compensated, or "made whole." Margin: The difference between the market value of a security and the loan a broker makes using that security as collateral. Market risk. The risk that the value of securities will fluctuate with changes in overall market conditions or interest rates. Market value. The price at which a security can be traded. Marking to market. The process of posting current market values for securities in a portfolio. Maturity. The final date upon which the principal of a security becomes due and payable. Medium term notes. Unsecured, investment-grade senior debt securities of major corporations which are sold in relatively small amounts either on a continuous or an intermittent basis. MTNs are highly flexible debt instruments that can be structured to respond to market opportunities or to investor preferences. Modified duration. The percent change in price for a 100 basis point change in yields. Modified duration is the best single measure of a portfolio's or security's exposure to market risk. Money market. The market in which short term debt instruments (Tbills, discount notes, commercial paper and banker's acceptances) are issued and traded. 12 Mortgage pass-through securities. A securitized participation in the interest and principal cashflows from a specified pool of mortgages. Principal and interest payments made on the mortgages are passed through to the holder of the security. These securities are prohibited under this Policy. Mutual fund. An entity which pools the funds of investors and invests those funds in a set of securities which is specifically defined in the fund's prospectus. Mutual funds can be invested in various types of domestic and/or international stocks, bonds and money market instruments, as set forth in the individual fund's prospectus. Nationally Recognized Statistical Ratings Organization. The formal term to describe credit rating agencies that provide credit ratings that are used by the U.S. government in several regulatory areas. Ratings provided by Nationally Recognized Statistical Ratings Organizations (NRSRO) are used frequently by investors and are used as benchmarks by federal and state agencies. Premium. The difference between the par value of a bond and the cost of the bond, when the cost is above par. Primary dealer. A financial institution (1) that is a trading counterparty with the Federal Reserve in its execution of market operations to carry out U.S. monetary policy, and (2) that participates for statistical reporting purposes in compiling data on activity in the U.S. Government securities market. Prudent person (man) rule. A standard of responsibility which applies to fiduciaries. In California, the rule is stated as "Investments shall be managed with the care, skill, prudence and diligence, under the circumstances then prevailing, that a prudent person, acting in a like capacity and familiar with such matters, would use in the conduct of an enterprise of like character and with like aims to accomplish similar purposes." Realized yield. The change in value of the portfolio due to interest received and interest earned and realized gains and losses. It does not give effect to changes in market value on securities, which have not been sold from the portfolio. Regional dealer. A financial intermediary that buys and sells securities for the benefit of its customers without maintaining substantial inventories of securities and that is not a primary dealer. Repurchase agreement (Repo). Short term purchases of securities with a simultaneous agreement to sell the securities back at a higher price. From the seller's point of view, the same transaction is a reverse repurchase agreement. Safekeeping. A service whereby securities are held by a bank in the customer's name. Supranational. A supranational entity is formed by two or more central governments with the purpose of promoting economic development for the member countries. Supranational institutions finance their activities by issuing debt, such as supranational bonds. Total rate of return. A measure of a portfolio' performance over time. It is the internal rate of return, which equates the beginning value of the portfolio with the ending value; it includes interest earnings, realized and unrealized gains and losses in the portfolio. 13 U.S. Treasury obligations. Securities issued by the U.S. Treasury and backed by the full faith and credit of the United States. Treasuries are considered to have no credit risk, and are the benchmark for interest rates on all other securities in the US and overseas. The Treasury issues both discounted securities and fixed coupon notes and bonds. Treasury bills. All securities issued with initial maturities of one year or less are issued as discounted instruments, and are called Treasury bills Jbills). The Treasury currently issues three- and six- month Tbills at regular weekly auctions. It also issues "cash management" bills as needed to smooth out cash flows. Treasury notes. All securities issued with initial maturities of two to ten years are called Treasury notes, and pay interest semi-annually. Treasury bonds. All securities issued with initial maturities greater than ten years are called Treasury bonds. Like Treasury notes, they pay interest semi-annually. Volatility. The rate at which security prices change with changes in general economic conditions or the general level of interest rates. Yield to Maturity. The annualized internal rate of return on an investment which equates the expected cash flows from the investment to its cost. 14 . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-561 Agenda Date: 8/26/2020 Version: 1 Item #: 10. Report regarding a resolution approving and authorizing the City Manager to execute a Memorandum of Understanding between the City of South San Francisco and the City and County of San Francisco (SFO) for the southerly segment of South Airport Boulevard (Eunejune Kim, Director of Public Works) RECOMMENDATION It is recommended that the City Council authorize the City Manager to execute a Memorandum of Understanding between the City of South San Francisco and the City and County of San Francisco (SFO) that will allow SFO to engage in immediate maintenance work and for the parties to negotiate a conveyance of the southerly segment of South Airport Boulevard. BACKGROUND/DISCUS SION Public Works and the City Attorney's office have negotiated a Memorandum of Understanding (MOU) with the City and County of San Francisco, on behalf of SFO airport (together, SFO), to allow the airport to make immediate repairs to a short segment of Airport Boulevard owned by our City. The MOU would require that the City and SFO engage in good -faith negotiations to transfer the property to SFO in the future. The segment of South Airport Boulevard extending south of 380 is a four -lane arterial owned and maintained by our City. This segment of roadway is an island surrounded on three sides by SFO property and Caltrans on the fourth side. The primary usage is to provide access to the SFO terminal, SFO long-term parking, cargo and other airport related facilities. For many years, SFO has expressed its desire for the City to maintain this segment of road at a higher level of maintenance to better service SFO employees, contractors and patrons. The City is constrained by the public funding requirement to select roadway segments and respective treatment measures through the Streetsaver optimization software in consideration of the entire city roadway network. This system is utilized by all bay area agencies. In accordance with the Streetsaver program, this segment of South Airport Boulevard is not on the near term maintenance list. Recognizing our funding constraint, SFO would like our City to convey this segment of Airport Boulevard to the airport so that it may assume maintenance responsibilities. Public Works and the City Attorney's office have engaged in preliminary discussions with SFO about a potential property transfer. Public Works and the City Manager's office generally support the transfer, given that the roadway is immediately adjacent to and primarily serves the airport. The City will also transfer maintenance obligations to SFO without any adverse financial impact to the City. In the meantime, SFO has proposed to perform roadway maintenance (resurfacing) in September and October 2020 using its own resources, and taking advantage of the current slowdown in traffic around the airport. Typically, SFO is constrained by Federal Aviation Administration (FAA) regulations on the use of airport funds to only spending on its own facilities and infrastructure. However, SFO has received a special exemption in this case from the FAA due to the unique circumstances of the infrastructure usage and pending negotiation of a potential property transfer. City of South San Francisco Page 1 of 2 Printed on 8/21/2020 powered by LegistarTM File #: 20-561 Agenda Date: 8/26/2020 Version: 1 Item #: 10. The MOU under consideration provides for the following: • SFO will resurface the southerly segment of South Airport Boulevard with its own resources • City will work with SFO to obtain an encroachment permit from City • City and SFO staff will work together to identify project limits and mark out traffic loop detectors • SFO will pay for the repair of any marked loop detectors • City will pay for the repair of any unmarked loop detectors • SFO and City will enter into good faith negotiations to transfer property rights for this segment of roadway FISCAL IMPACT There is no financial impact to the City related to the proposed MOU. SFO anticipates spending $325,000 towards the maintenance of the southerly segment of South Airport Boulevard. STRATEGIC PLAN This proposed MOU provides for the maintenance of South Airport Boulevard, supporting Strategic Plan Priority #2: Quality of Life. CONCLUSION Staff recommends that given the funding constraints of the City and SFO, it is in the best interest of both parties to enter into the proposed MOU and allow SFO to resurface the southerly segment of South Airport Boulevard and negotiate a property transfer of this segment of roadway. Attachment: South Airport Boulevard Map City of South San Francisco Page 2 of 2 Printed on 8/21/2020 powered by LegistarTM r �r IN F/ 4 �1 rf ftS; Fp S S# ' r • 1 .� y1 ti 1'F ' R ti •y } , 4� , _ 1 f 1OFrWA:Y mr' rIlr-- ` F -I W -)L 1% mar �, + �� '• 1 11 IL �� f tip, 1r jr i'• #r ' ~ r IL ir Jib rtOM .0 N1 f Ac. qm C I �� _ of f•—IPL J 1 Z 7 1- ' • ip Obp* f 7 ti 1 mi ir Tr L IP 7 %t P60 tp ptif , % 1 Orr ■ S%1�.��11.r1r1,,�.''A IR i L S 1 ti 1 r y 57 ib 1 1 �' 1 1 hr 1. _ 1 ' p� r * ' J• 1 ' i4 ti s 1 ' + ' T _ dr r PA • ' _ _ 1 r66 ' • _ _ ' 1 y ti yl �'Ilk 90 1 r i J, r as � r ad AM ti 1 5 I }" qd 1 LL '.rJ1 S7 V. � r i 1 f Ily 1 '1 .0 - Y ti i I� 19 . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-566 Agenda Date: 8/26/2020 Version: 1 Item #: 10a. Resolution approving and authorizing the City Manager to execute a Memorandum of Understanding between the City of South San Francisco and the City and County of San Francisco (SFO) for maintenance and negotiation of a conveyance of the southerly segment of South Airport Boulevard. WHEREAS, the City of South San Francisco and the City and County of San Francisco, are both public agencies and political subdivisions of the State of California; and WHEREAS, the City of South San Francisco owns and maintains a segment of South Airport Boulevard, south of 380; and WHEREAS, the subject segment of South Airport Boulevard, is surrounded on three sides by property owned by the City and County of San Francisco, and by State Department of Transportation (Caltrans) on the fourth side; and WHEREAS, the road's primary usage is to provide access to the SFO terminal, SFO long term parking, cargo and other airport -related facilities; and WHEREAS, SFO desires that this segment of road be maintained at a higher level of service than the City of South San Francisco is able to provide to better serve SFO employees, contractors and patrons; and WHEREAS, SFO is regulated by the Federal Aviation Administration which constrains use of SFO funds to property and infrastructure owned by SFO; and WHEREAS, the proposed Memorandum of Understanding (MOU) provides the terms in which SFO will resurface the southerly segment of South Airport Boulevard in the near term; and WHEREAS, the MOU also provides that the City of South San Francisco and SFO will enter into good -faith negotiations to transfer property rights to SFO for the purpose of owning and maintaining this segment of road in perpetuity; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco hereby approves the MOU as attached hereto as Exhibit A and incorporated herein, and authorizes the City Manager to execute the MOU between the City of South San Francisco and the City and County of San Francisco for the near-term maintenance of the southerly segment of South Airport Boulevard and to enter into good -faith negotiations for the property transfer of said roadway segment, in substantially the same form as that attached City of South San Francisco Page 1 of 2 Printed on 8/27/2020 powered by LegistarTM File M 20-566 Agenda Date: 8/26/2020 Version: 1 Item #: 10a. in Exhibit A and subject to approval as to form by the City Attorney. City of South San Francisco Page 2 of 2 Printed on 8/27/2020 powered by LegistarT" Exhibit A MEMORANDUM OF UNDERSTANDING (South Airport Boulevard) This MEMORANDUM OF UNDERSTANDING ("MOU") is entered into as of , 2020 (the "Effective Date"), between the City and County of San Francisco ("City"), acting by and through its Airport Commission ("Commission"), and the City of South San Francisco ("SSF"), both of which are municipal corporations and political subdivisions of the State of California. The City and SSF are referred to in this MOU individually as a "Party" and jointly as the "Parties." RECITALS A. City, acting by and through the Commission, owns and operates the San Francisco International Airport (the "Airport"), which is located within an unincorporated area of the County of San Mateo and parts of South San Francisco, State of California, and the chief executive officer of which is the Airport Director. B. SSF owns a section of South Airport Boulevard surrounded on three sides by Airport property as shown on Exhibit A (the "Subject Road"). C. The Subject Road is the only roadway that provides access from the Airport terminal area to a number of Airport facilities, including the long-term parking garage and North Access Road, where several Airport infrastructure and cargo facilities are located. As a result, a significant number of Airport users drive on the Subject Road, including Airport construction vehicles. The condition of the Subject Road has deteriorated to the point of requiring substantial repair. The Parties desire to repave the Subject Road as described below (the "Work"). D. The Parties now memorialize the following agreements: (i) The Airport agrees to conduct the Work; (ii) SSF authorizes the Airport to conduct, and agrees to help facilitate, the Work as described below; and (iii) SSF agrees to enter into good faith negotiations to convey the Subject Road to City. AGREEMENT As of the Effective Date, the Parties agree as follows: 1. Conduct of the Work. SSF authorizes the Airport (i) to access the Subject Road to conduct the Work as described in this Paragraph 1 and (ii) to take all actions reasonably necessary to perform the Work. The Airport plans to complete the Work between August 24 and October 16, 2020, using Airport staff. The Work will consist of repairing potholes and cracks in the Subject Road with an approximate 2 -inch surface overlay. Prior to the Work, representatives of Airport and SSF will coordinate a site visit, during which SSF will be responsible for marking the location of all advance and signal loops on the Subject Road and establishing the Work boundaries along the road. Airport will obtain encroachment permit from SSF prior to the start of Work. City agrees that the Work will exclude and avoid all loops marked by SSF. If the Work results in damage to Page 1 marked loops, City will be responsible for costs of repair or replacement of the damaged loops. If the Work results in damage to unmarked loops, SSF will be responsible for costs of repair or replacement of the damaged loops. In either event, SSF will be responsible for providing the labor and technical expertise for the repair or replacement of any damaged loops, subject to reimbursement by City for any repair or replacement of marked loops within 60 days. During the Work, lane closures would consolidate traffic on both northbound and southbound lanes. SSF acknowledges that the Work may affect traffic on the Subject Road and extending into SSF. SSF agrees to cooperate with the Airport and take reasonable steps necessary to effect the Work in a timely manner at no cost to Airport, including accommodating signal light changes at the traffic signal loops on South Airport Boulevard at the Long Term Parking Garage intersection during construction (e.g., placing the traffic signal on "flashing red" as needed to facilitate traffic control setup). The Airport will notify SSF of any schedule modifications. The Airport will also notify SSF when it has completed the Work. 2. Costs of Work. The Airport estimates that its direct labor, materials, and equipment costs to conduct the Work will total approximately $325,000 (the "Costs"). SSF will not be responsible for Costs. 3. Deed of Subject Road. SSF agrees to enter into good -faith negotiations with City to convey all of SSF's rights, title, and interests in and to the Subject Road to City. SSF acknowledges that its obligation to enter into good -faith negotiations with Airport is a material consideration for the Airport's agreement to pay for Costs and that failure to do so would be a material breach of this MOU. The Parties acknowledge, however, that negotiations may fail and the required approvals may be denied. Failure for the acquisition to be consummated shall not alone amount to a failure to enter into good -faith negotiations. 4. Subsequent Maintenance of Subject Road. After completion of the Work, and until SSF conveys the Subject Road to City, SSF shall reassume its obligations to maintain and repair the Subject Road, and shall bear the cost of the maintenance, replacement, and repair of the Subject Road as improved by the Work, with the exception of any replacement or repair resulting from the City's poor performance of the Work. 5. Notices. All written communications sent by the Parties shall be by U.S. Mail or e-mail and shall be addressed as follows: To City: San Francisco Airport Commission City and County of San Francisco P.O. Box 8097 San Francisco, CA 94128 Attn: Leroy Sisneros, Director of Facilities Leroy. Sisneros@flysfo.com To SSF: City of South San Francisco Department of Public Works 550 North Canal Street South San Francisco, CA 94080 Page 2 Attn: Eunejune Kim, Director Eunejune.Kim@ss£net Any notice alleging noncompliance with this MOU must be sent by registered mail. 6. No Guarantees or Warranties. There are no understandings, representations, or warranties of any kind or nature other than those set out in this MOU, whether express or implied, arising by statute or otherwise, made or assumed by City in connection with this MOU or the services and materials described in this MOU. Except as otherwise provided in this MOU, City shall supply the services and materials described in this MOU "as is" without any warranty or representation, either express or implied, as to the value, design, condition, merchantability, fitness for particular purpose or fitness for use of the demised premises and right-of-way, or warranty with respect thereto. 7. Liability, Indemnity and Hold Harmless. In performing under this MOU, each Party, its officers, agents, employees, and contractors shall act in an independent capacity and not as officers, employees, or agents of the other Party. Neither Party assumes any liability for the acts or omissions of the other Party in performance under this MOU. Each Party is solely responsible in proportion to its fault for all liability, including but not limited to personal injury, property damage, or any violation of any law or ordinance that may arise out its own acts or omissions under this MOU. In the event any claim of liability for which a Party is responsible under this provision is instituted against the other Party, or any officer, agent, employee, or contractor thereof, the responsible Party shall defend, indemnify, and hold each of them harmless from such claim, including but not limited to reasonable attorneys' fees, court costs, and defense expenses. This Paragraph 7 shall survive termination or expiration of this MOU. 8. Insurance. The Parties acknowledge, represent, and agree that they each have and will maintain throughout the effectiveness of this MOU insurance purchased through an insurance carrier or are self-insured to protect the other Party from claims that may arise from activities under this MOU. In the event insurance purchased through an insurance carrier is terminated or discontinued, the Party with such insurance shall notify the other Party of the termination or expiration of the insurance. 9. Assignment. No assignment or transfer of this MOU, or any part thereof, rights under or interest in, shall be valid unless and until the assignment or transfer is approved in writing by the other Party. This MOU and all of its provisions shall apply to and bind the successors and assigns of the Parties hereto. 10. Amendments. This MOU may be amended only in a writing executed by both Parties. 11. Cooperative Drafting. This MOU has been drafted through a cooperative effort of City and SSF, and both Parties have had an opportunity to have the MOU reviewed and revised by legal counsel. No Party shall be considered the drafter of this MOU, and no presumption or rule that an ambiguity shall be construed against the Party drafting the clause shall apply to the interpretation or enforcement of this MOU. Page 3 12. Counterparts. This MOU may be executed in counterparts, each of which is an original and all of which constitute one and the same instrument. 13. Waiver. A waiver of any requirement of this MOU must be in writing by an authorized representative of the Party waiving the requirement. The waiver by any Party of a breach of any requirement of this MOU will not be deemed a waiver of any such breach in the future or of a breach of any other requirement. 14. Interpretation. Section headings are solely for convenience and are not intended to affect the interpretation of the MOU. The MOU will be interpreted reasonably, not in favor of or against any Party. 15. No Third Party Rights. The Parties do not intend this MOU to create rights in any third parties, and nothing in this MOU should be construed to do so. 16. Applicable Law. The interpretation of this MOU will be governed by the laws of the State of California. 17. Entire Agreement. This MOU constitutes the complete agreement between the Parties and supersedes any prior agreements, promises, and understandings whether written or oral regarding the subject matter of this MOU. Accepted and agreed to as of the date first written above. AIRPORT COMMISSION CITY AND COUNTY OF SAN FRANCISCO Ivar C. Satero, Airport Director APPROVED AS TO FORM: DENNIS J. HERRERA City Attorney Nicholas T. Niiro Deputy City Attorney Page 4 CITY OF SOUTH SAN FRANCISCO Un Name: Title: APPROVED AS TO FORM: Sky Woodruff City Attorney 3570173.1 EXHIBIT A Description of Subject Road Page 5 EXHIBIT A: SOUTH AIRPORT BOULEVARD — SSF A portion of South Airport Boulevard as described in "Relinquishment of Superseded State Highway I the City of South San Francisco, County of San Mateo", recorded in Book 1450, Page 190 Official Records of San Mateo County, and being more particularly described as follows; Commencing at a point on the southerly right-of-way line of said San Bruno Avenue, being northerly terminus of that line being "thence S. 23°06'07" E., 25.03 feet" as described in Parcel 6A(Amended) of the "Final Order of Condemnation" recorded as Document #1983-013501, Official Records San Mateo County; Thence along the southerly right-of-way line of said San Bruno Avenue, North 66° 54' 02" East a distance of 146.64 feet to the southwest corner of Parcel 1 of "Relinquishment of Superseded State Highway in the County of San Mateo, Road IV-S.M-68.-8", recorded in Book 1447, Page 341 Official Records of San Mateo County"; Thence along the westerly right-of-way line of Parcel 1, North 22° 03' 10" West a distance of 543.89 feet to the beginning of a tangent curve concave to the west, having a radius of 9937.50 feet Thence northwesterly along said curve through a central angle of 2° 03'47" an arc distance of 357.83 feet to the southwest corner of said "Relinquishment of Superseded State Highway I the City of South San Francisco, County of San Mateo", said southwesterly corner also being the Point of Beginning; Thence continuing along said curve through a central angle of 0° 10'13", an arc distance of 29.53 feet; Thence northerly along the westerly right-of-way line of said "Relinquishment of Superseded State Highway I the City of South San Francisco, County of San Mateo", North 24° 17' 09" West a distance of 907.48 feet to easterly terminus of that line being "thence S. 46'52'11" W., 780.52 feet" as described in Parcel 3A (Amended) of the "Final Order of Condemnation" recorded as Document #1983-013501, Official Records San Mateo County"; Thence, North 33° 42' 52" East a distance of 147.40 feet to the easterly right-of-way line of said "Relinquishment of Superseded State Highway I the City of South San Francisco, County of San Mateo", and being the southerly terminus of that line being "thence along said last line N. 24017'07" W., 233.47 feet to the true point of commencement" as described in Parcel IA of the "Final Order of Condemnation" recorded as Document #1983-013501, Official Records San Mateo County Thence along said westerly right-of-way line, South 240 17' 09" East, a distance of 985.58 feet to the beginning of a tangent curve, concave to the west, having a radius of 100625.5 feet; Thence southeasterly along said curve through a central angle of 0° 30' 23", an arc distance of 88.93 feet to the northeast of said Parcel 1 of "Relinquishment of Superseded State Highway in the County of San Mateo, Road IV-S.M-68.-8", recorded in Book 1447, Page 341 Official Records of San Mateo County"; Thence along the northerly line of said Parcel 1, North 88° 48' 26" West a distance of 138.08 feet to the Point of Beginning. The above described parcel contains 125,722 square feet/2.89 acres, more or less The basis of bearing for this description is the southerly right-of-way line of San Bruno Avenue as shown on that Record of Survey No. 3299, filed in Volume 47 of L.L.S Maps at Page 22-23 San Mateo County Records, taken to bear: North 66°54'02" East. As shown on the exhibit attached hereto and made part thereof. T)I,VX9 L-,-- Brad Luken, LS 8680 rD EX 12/31 21 ` O_0 �' L=29.53', R=9937.50' L=88.93', R=10062.50' A=01013" A= 0°30'23" 31� N880 48'26"W — — — — 138.08' POINT OF N BEGINNING W E �\ L=357.83', R=9937.50' \\ s A=2003'47" 3,6k00 0 125 250 \\ � 1" = 125' Feet \\ OARq MMA nMGO0GO � pG�OpL�G-3�4� \\ GO��]]GJO GOMJGJ� Old s� ��]GJ l�G,3l]GJ�MO�MO \ MMOML�M��`7 N O \ BURLINGAME SEWER EASEMENT kpp \ BOOK 7217 P. 76 320 CENTERLINE & STATIONING PER RIGHT-OF-WAY RECORD MAP ROUTE 68, MAPS R-517.0 TO R-517.10 \� SOUTH AIRPORT AVENUE \\ 125' RIGHT-OF-WAY BOOK 1447 P. 341 \\ (NOT A PART) 322kp°a \\ 58"E 31.2 31.28'' � 6 ARCELlC (S23° 05'43" E o "FINAL ORDER OF CONDEMNATION" \\ 31.33') 60 �NQP��1 X16 1Q66A DOC #1983-013501 �� 25 03' 6 22"E 32Ak00 POINT OF (S23° 0607" E COMMENCEMENT 25.03') LAND S� SOUTH AIRPORT BOULEVARD KASC �L REPAIR WORK U G p J r,�, m x PROJECT TITLE * CDEXR12 31 21 z * DOCUMENT: BOOK 1450 PAGE 190 O.R. NO. 86800���� AREA: 125,722 SF/2.89 ACRES,!IN ± OF cSEAL PORTION OF APN 092-030-120 1 OF 2 San Francisco International Airport \\ \ SOUTH AIRPORT AVENUE \ �k0 125' RIGHT-OF-WAY \\ 3° BOOK 1447 P. 341 (NOT A PART) N33° 42'52"E oo&q qyy OLS oo© o� / 147.40' o� � 'X x jp ' \ Q log CENTERLINE & STATIONING PER RIGHT-OF-WAY RECORD MAP ROUTE 68, MAPS R-517.0 TO R-517.10 t) Qo // O Oefl OG // G�OL`�4%L]GvJO G��GJ' L`�47 �1r2 3j0X0° J y BURLINGAME SEWER EASEMENT \\ BOOK 7217 P. 76 .p c90 �L 1 �O \\ L=29.53', R=9937.50' 0=0°10'13" LAND S� SOUTH AIRPORT BOULEVARD KAScti �L v �- REPAIR WORK U� �O W E 0 125 250 eel r'=1zs POINT OF BEGINNING L=88.93', R=10062.50' 0=0°30'23" N880 48'26"W — 138.08' U J D_' m Z7 PROJECT TITLE * mEXP.12 31 21 z * DOCUMENT: BOOK 1450 PAGE 190 O.R. �NF- 86800��AREA: 125,722 SF/2.89 ACRES, ± F- cA��F SEAL PORTION OF APN 092-030-120 2 OF 2 pSanFrancisco International Airport . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-562 Agenda Date: 8/26/2020 Version: 1 Item #: 11. Report regarding an urgency ordinance establishing a temporary cap on commissions charged by third party delivery services on local restaurants during the COVID-19 pandemic. (Mike Lappen, Economic Development Coordinator and Nell Selander, Deputy Director, Economic & Community Development Department) RECOMMENDATION Staff recommends that the City Council consider waiving reading, introducing by title, and adopting an urgency ordinance imposing a cap on commissions charged by third party delivery services on local restaurants during the COVID-19 pandemic. BACKGROUND In July 2020, amid a statewide spike in COVID-19 cases statewide, Governor Newsom ordered a sweeping shutdown of indoor dining, movie theaters, family entertainment centers and additional indoor operations in all counties to reduce further spread and protect public health. With no start to indoor dining in sight, small business owners and restaurateurs in South San Francisco are finding themselves struggling to keep themselves and their workers afloat as the COVID-19 crisis continues to affect the local and regional economy. According to the City's Business License database, South San Francisco is home to approximately 200 eating and drinking establishments. Since implementation of the Shelter -In -Place (SIP) order in March 2020, restauranteurs have not been able to operate in a traditional fashion (indoor dining, banquets and catering) and have lost significant revenues. For many restaurants in South San Francisco, catering services amounts to 60 to 70% of their revenues during normal times. They cater events, meetings, and meals for corporate clients East of 101, as well as community events like festivals, weddings, and family reunions. Even when the SIP order is lifted, many of the City's restaurants will not see an immediate return to normalcy if employees do not return to their offices East of 101. Since the beginning of the pandemic, City staff and the South San Francisco Chamber of Commerce have been surveying businesses to find out how the City can help them survive the uncertainty presented by COVID-19. Some of the businesses, such as Denny's and Gunther's, are able to capitalize on private outdoor space adjoining their restaurants (namely, parking lots) to offer outdoor dining, in accordance with the County's regulations. However, many businesses do not have access to this resource and are relying on delivery and pickup to generate revenue. Most of these restaurants use third -party delivery services to receive and process orders because doing so provides a nearly immediate ability to receive orders online and fulfill them using the third -party services' fleet of delivery drivers. DISCUSSION City of South San Francisco Page 1 of 4 Printed on 8/21/2020 powered by LegistarTM File #: 20-562 Agenda Date: 8/26/2020 Version: 1 Item #: 11. Many consumers are eager to support local restaurants and are using third -party delivery services to place orders with those restaurants. These third -party delivery services have experienced an uptick in the use of their services during the COVID-19 emergency. DoorDash, Uber Eats, and Grubhub are the primary service providers for South San Francisco restaurants and each own smaller subsidiary companies the public may be familiar with (such as Caviar, Seamless, and Postmates). Each service offers a different model, fee structure, commission package, and programs to help restaurants reach their customers through online ordering with pick- up and delivery options. Recently, some local restaurants approached City staff expressing concern about the commissions charged by these third -party services. To better understand this issue, staff met individually (via Zoom) with a number of South San Francisco restaurants, disseminated a survey to all restaurants that provided an email address on their business license application, spoke with representatives from DoorDash, Grubhub, and Uber Eats, and reviewed legislation from jurisdictions nationwide. Outreach to Local Restaurants Of those restaurants that staff met with individually, commissions paid to these third -party services ranged from 25% to 35% of the total bill. That would mean on a $100 check, the delivery service would receive roughly $25 to $35. Of the 11 restaurants that responded to the online survey, two pay commissions less than 20%, three pay between 20% and 25%, four pay between 25% and 30%, and four pay between 30% and 35%. Additionally, six of the restaurants reported that less than 50% of their total business is subject to a commission via a third -party app (the remainder is likely outdoor dining or phone-in pick-up orders), four of the restaurants reported that more than 50% of their total business is subject to a commission, and one did not respond to that question. Outreach to Delivery Services In speaking with the three largest delivery services directly, all represented that commission caps imposed in other jurisdictions across the country have resulted in lower overall sales on the platforms, particularly when the delivery service passes on a higher delivery charge to the restaurant's customers directly in order to recoup revenue lost under the commission cap. Although this may be true in some markets, in speaking with our colleagues in Fremont, which adopted a commission cap in July, and Santa Cruz, which adopted a commission cap in April, they have not found this to be true. They do not have empirical evidence to rely on, only the experiences relayed to them by their local restauranteurs. They also have not noticed higher delivery charges when scanning the delivery service platforms in their jurisdictions. Delivery Service Business Models The third -party delivery services utilize various commission models that can charge a restaurant roughly 25% to 35% per delivery order, with discounts for in -restaurant pick-up orders. The delivery service also usually charges the customer placing the order a small processing or delivery fee. The commission charged to the restaurant usually covers three primary functions the delivery service provides: 1) listing the restaurant's menu and processing the order (including paying any credit card processing fees); 2) delivering the food; and 3) providing marketing services to boost the restaurant's performance on the delivery service's app or website. City of South San Francisco Page 2 of 4 Printed on 8/21/2020 powered by LegistarTM File #: 20-562 Agenda Date: 8/26/2020 Version: 1 Item #: 11. DoorDash has a variable commission rate depending on the various marketing services a restaurant avails themselves of. Grubhub charges 10% for listing the restaurant on the site, 15% for delivery, and a range of prices for additional marketing services. Uber Eats charges a flat rate commission of 30% that is inclusive of all three elements described above. All have offered discounts in their services for periods of time due to COVID and have worked to create so-called "commission free" services that allow restaurants to use some of their features at either a flat rate or no cost. Review of Legislation ECD staff and the City Attorney's Office reviewed legislation from San Francisco, Oakland, Santa Cruz, West Hollywood, Los Angeles County, and Fremont, which have adopted Executive Orders or Urgency Ordinances to cap commission rates. Outside of California, staff also looked at legislation from New Jersey, New York City, and St. Louis. Although there is, of course, variation across these pieces of legislation, most impose a 15% cap on commissions. There are some that impose a 10% cap on commissions across the board, or a 0% commission on pick-ups, both of which staff believe may have the unintended consequence of forcing the delivery service to pass on additional fees to the customer, which in turn can lower demand and reduce orders overall. Conversely, New Jersey's legislation imposes a 15% cap on listing and delivery, with an additional 5% cap on marketing services, essentially providing a 20% cap. Staff believe this may exceed the cost to the delivery services when the delivery fee they charge to the customer is also considered. As a part of this review, staff also examined public comments made by delivery service providers regarding potential legal concerns with municipalities imposing a cap on commission rates. While service providers have commented that such caps may potentially become the subject of legal challenges for reasons such as being overly burdensome or restrictive, we are not aware of any service providers actually filing lawsuits to challenge such caps imposed by cities or of any pending litigations on this subject. Urgency Ordinance Staff recommend Council consider adopting an urgency ordinance imposing a commission cap of 15% of the order subtotal for deliveries and 10% of the order subtotal for pick-up orders. The delivery services may provide their services at a lower rate - particularly for pick-up orders - to compete for business amongst themselves. These caps apply to the provision of the three services described above: 1) listing and processing; 2) delivery (if applicable); and 3) marketing. Additionally, staff propose that the commission cap expire six (6) months after the resumption of in -restaurant dining in San Mateo County. Relatedly, the ordinance also prohibits the food delivery service provide to reduce the compensation, including any tip or gratuity, paid to any of their workers as a result of these caps imposed. Staff believe the proposed legislation furthers the significant and legitimate public purpose of easing the financial burden on struggling restaurants during this public health emergency, reducing the commission they pay from roughly 25% or 30% down to 15%, while not unduly burdening third -parry delivery services. The proportion of commission to order total allows for a reasonable return for the restaurant. Restaurants and delivery service providers alike acknowledge that the commission rate of 25% to 30% may have been sustainable when a restaurant was operating at full capacity prior to COVID and delivery made up a small City of South San Francisco Page 3 of 4 Printed on 8/21/2020 powered by LegistarTM File #: 20-562 Agenda Date: 8/26/2020 Version: 1 Item #: 11. portion of their overall sales, but that during today's climate, it may not be. If a restaurant or food delivery service worker alleges that a delivery service provider has violated the caps imposed under the urgency ordinance, the individual or restaurant would have the ability to file a civil action in court to seek damages or injunctive relief to stop the violation from continuing to occur. The ordinance does require that a notice of alleged violation be first given to the food delivery service provider, who will have seven business days to cure any alleged violations (such as issuing a refund or adjusting their mobile applications for ordering), before a civil action may be filed. FISCAL IMPACT Other than possible fluctuations in sales tax received by the City from its local restaurants, there will be no impact to the General Fund of adopting the proposed urgency ordinance as drafted. CONCLUSION Staff recommends that the City Council consider adopting an urgency ordinance imposing a 15% cap on commissions charged by third parry delivery services on local restaurants for delivery and a 10% cap on commissions for pick-up orders, which would expire six months following the resumption of in -restaurant dining in San Mateo County. Since the beginning of the pandemic, City officials and staff, SAMCEDA, and the Chamber have hosted several business and community -oriented webinars designed to disseminate critical information to the local business community. Staff plans to host another such webinar regardless of whether or not legislation is adopted to cap commission to allow the delivery service platforms to update the City's restauranteurs on their newest services, COVID-19 response, and marketing opportunities. In speaking with local restauranteurs and delivery service representatives, staff believes that not all restaurants are using the delivery services to their fullest potential, nor availing themselves of the best deals and discounts available in the market. Attachments: 1. Public Comment Received Prior to 8/21/2020 2. Presentation City of South San Francisco Page 4 of 4 Printed on 8/21/2020 powered by LegistarTM Public Comment Received Prior to 8/21/20 -----Original Message ----- From: Peter <kintobones@yahoo.com> Sent: Wednesday, August 19, 2020 3:20 PM To: Selander, Nell <Nell.Selander@ssf.net> Subject: Re: Commission Caps Dear city council, I would like to introduce myself; My name is Peter Lee and I'm the owner of cafe Bunn mi on Grand Ave. We have been operating in the city of South San Francisco since 2016. We're a family own business with two locations; South Sf and San Francisco. I first learned about the commission cap back in May in our San Francisco location. The city of San Francisco passed an ordinance which caps the commissions charged by the app companies to no more then 15%. We were being charged 25% at the time, so saving 10% means whole lot more during these difficult times, savings are anywhere from few hundred to even a thousand dollars! The fact is ever since the commission cap was set at 12.5%, we have not seen any decrease in sale volume, but rather an increase in net profit, as well as sale volume. We believe this will be the long term solution to working together in prosperity. We hope you can help us by capping their commissions. We've lost a significant amount of business due to the pandemic already. Along with new mandates, ppe gears, sanitations, which adds an even higher operating cost for us while delivery app companies are thriving and taking full advantage of us. Let's not forget that we are the one risking the frontlines! We sincerely appreciate your time and effort and hope everyone stay safe and healthy! Best regards, Peter Lee -----Original Message ----- From: Sam Shihadeh <sam@amouracafe.com> Sent: Wednesday, August 19, 2020 5:18 PM To: Selander, Nell <Nell.Selander@ssf.net> Subject: Re: Contacts at UberEats Hi Nell, Dear city Council members, I would like to commend your efforts in supporting Small business in the city of South San Francisco. These are difficult times for all our residents especially small business. I support the city effort to impose a a Cap on fees charged by the food delivery Apps , since 30% is excessive . We appreciate your daily efforts in supporting our community. Regards, sam Sent from my iPad URGENCY ORDINANCE CAPPING COMMISSIONS BY THIRD PARTY DELIVERY SERVICES ON LOCAL RESTAU RANTS CITY COUNCIL AUGUST 26, 2020 O- M SAN Off` �•"'" L �n Zml- C�LIFOR1� THE NEW BUSINESS REALITY • SSF home to approx. 200 restaurants • July, in -restaurant dining shut down again • Restaurants reliant on pick-up and delivery orders DELIVERY SERVICE BUSINESS MODEL • Primary providers: DoorDash, GrubHub, & Uber Eats • Each service has a slightly different business model • Generally charge 25% to 35% per delivery order, with discounts forick-u orders p p o • Customer also often charged a small delivery fee - _ C�LIFOR1� DELIVERY SERVICES COMMISSIONS • Commission covers three primary functions: 1. listing menu and processing the order; 2. delivering the food (if applicable); and 3. providing marketing services OUTREACH TO LOCAL BUSINESSES Met one-on-one with 5+ restaurants 11 restaurants responded to an online survey Big takeaways: • Most pay 25% to 35% commission • Most say less than Y2 of their biz subject tocommissio OUTREACH TO DELIVERY SERVICES • Delivery services believe caps result in fewer sales because larger delivery fee passed on to customer • Other cities have not found this to be true. • Providing numerous discounts and "zero commission" products during COVID BEST PRACTICES Staff and CAO reviewed legislation from: CA: San Francisco, Oakland, Santa Cruz, West Hollywood, Los Angeles County, Fremont • Outside of California: New Jersey, New York City, St. Loui Most impose a 15% cap on commissions URGENCY ORDINANCE • Commission cap of: • 15% for deliveries • 10% for pick-up orders 3 • Expiring six months after resumption of in- 0� �A _ restaurant dining in San Mateo County _ml_==� C�LIFOR1� URGENCY ORDINANCE • Caps applies to the provision: 1. listing and processing; 2. delivery (if applicable) 3. marketing URGENCY ORDINANCE GOALS • Furthers the significant and legitimate public purpose of easing financial burden during public health emergency • Reduce the commission from 25% or 30% to 15%. while not unduly burdening delivery services FOLLOW-UP WITH BUSINESSES • Delivery services are competing for business and some restaurants could be better -leveraging these resources • Staff will host a webinar for delivery service platforms to share new products with restaurants RECOMMENDATION Staff recommend that the City Council consider adopting an urgency ordinance imposing a 15% cap on commissions charged by third party delivery services on local restaurants for delivery and a 10% cap on commissions for pick-up orders, which would expire six months following the resumption of in -restaurant dining in San Mateo County. O004 SAtV�' Off'` �•"'" ��9 �n C�LIFOR1� Government Code Section 54957.5 SB 343 Agenda: 8/26/2020 From: Liza Normand v Item # 11 Remote Public Comments To: All at City Clerk"s Office Cc: Selander, Nell; Laooen, Mike Subject: RE: CC Meeting 8/26 Urgency Ordinance establishing a Cap on Commissions Date: Monday, August 24, 2020 3:02:02 PM Attachments: SSFCHAMBER 20200824 145653.odf Dear Mayor Garbarino, Please accept our letter in support of an Urgency Ordinance establishing a Cap on the Commissions charged by third party services. Thank you, Liza Liza Normandy Chief Executive Officer South San Francisco Chamber of Commerce Serving the SSF Business Community Since 1913 www.ssfchamber.com Like US on Facebook: www.facebook.com/SSFChamber Become a Member: http://www.ssfchamber.com/membership/ August 24, 2020 Dear Mayor Garbarino, Vice Mayor Addiego and Members of City Council, The South San Francisco Chamber of Commerce supports City staff's recommendation regarding an "Urgency Ordinance' establishing a temporary cap on the commissions charged by third party services (i.e. Grubhub, Beyond Menu, Uber Eats, etc...) to local restaurants during the COVID-19 pandemic. I have reached out to members of the Chamber of Commerce and I learned that the range of commissions paid to third party services by our members is between 15%-30%of the total sale, not including a delivery fee and gratuity for the driver. Accordingly, our restaurants must pass on these fees or accept less profit. Our local restaurants are experiencing significant financial hardships because of the COVID-19 pandemic and subsequent "Shelter in Place" order. Because of the loss of dine -in business, restaurants have had to rely on third party services to supplement their revenues. The unfortunate result is reduced profits and increased expenses at a time when dine -in service is prohibited. I would like to say thank you for allowing this discussion to take place. It is imperative that our local restaurants know that we support them during the Covid-19 pandemic and establishing a cap an these commissions will ensure they do. Please vote yes on the Urgency Ordinance establishing a temporary cap on commissions charged by third party services duringthe COVID-19 pandemic. Thank you in advance for your consideration, this conversation and for helping support our �smm`,ap�allllll businesses. (:j Norman Chief Executive Officer email: info@ssfchamber.com -www.ssfchamber.com . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-563 Agenda Date: 8/26/2020 Version: 2 Item #: 11 a. Urgency ordinance of the City of South San Francisco to establish a temporary cap on commission charged by third -party food delivery services on local restaurants during the COVID-19 pandemic. WHEREAS, international, national, state, and local health and governmental authorities are responding to an outbreak of respiratory disease caused by a novel coronavirus named "SARS-CoV-2," and the disease it causes has been named "coronavirus disease 2019," abbreviated COVID-19, ("COVID-19"); and WHEREAS, on January 30, 2020, the World Health Organization ("WHO") declared COVID-19 a Public Health Emergency of International Concern, and on January 31, 2020, the United States Secretary of Health and Human Services declared a Public Health Emergency; and WHEREAS, on March 2, 2020, the County of San Mateo activated its Emergency Operations Center (EOC) to support the local County Health response to COVID-19; and WHEREAS, on March 3, 2020, the County of San Mateo Director of Emergency Services issued a proclamation Declaring the Existence of a Local Emergency in the County and the County of San Mateo Health Officer issued a Declaration of Local Health Emergency Regarding Novel Coronavirus 2019 (COVID-19); and WHEREAS, on March 4, 2020, California Governor Gavin Newsom declared a State of Emergency to make additional resources available, formalize emergency actions already underway across multiple state agencies and departments, and help the state prepare for a broader spread of COVID-19. The proclamation comes as the number of positive California cases rises and following one official COVID-19 death; and WHEREAS, on March 10, 2020, the Board of Supervisors of the County of San Mateo adopted a resolution Ratifying and Extending the Declaration of a Local Health Emergency; and WHEREAS, on March 11, 2020, due to an escalating increase in the number of cases in San Mateo County, under South San Francisco Municipal Code Chapter 2.72, the City Council of the City of South San Francisco ("City") adopted a resolution proclaiming a local State of Emergency related to the Novel Coronavirus 2019 (COVID-19); and WHEREAS, on March 11, 2020, the San Mateo County Health Officer issued a legal order barring unauthorized visitors and non-essential personnel from licensed skilled nursing facilities in the County; and WHEREAS, on March 12, 2020, San Mateo County Health Officer issued an order prohibiting mass gatherings of 250 or more persons and as defined in the order, applicable to public and private gatherings and includes exceptions for houses of worship, museums, malls, hospital and medical facilities, and the normal operations of hotels and airports; and City of South San Francisco Page 1 of 7 Printed on 9/9/2020 powered by LegistarTM File #: 20-563 Agenda Date: 8/26/2020 Version: 2 Item #: 11 a. WHEREAS, on March 13, 2020, the President of the United States of America declared a national emergency and announced that the federal government would make emergency funding available to assist state and local governments in preventing the spread of and addressing the effects of COVID-19; and WHEREAS, on March 13, 2020, San Mateo County Health Officer issued a School Operations Modification Order requiring all schools to dismiss students from regular attendance; and WHEREAS, on March 14, 2020, San Mateo County Health Officer issued an update regarding the legal order prohibiting mass gatherings, further limiting public or private gatherings of more than 50 persons as defined in the order; and WHEREAS, on March 16, 2020, seven health officers within six Bay Area counties, including San Mateo County, took a unified step to slow the spread of novel coronavirus (COVID-19) and preserve critical health care capacity across the region by issuing a legal order directing their respective residents to shelter at home for three weeks beginning March 17, 2020 ("Shelter -in -Place Order"). The order limits activity, travel and business functions to only the most essential needs. The guidance comes after substantial input from the U.S. Centers for Disease Control and Prevention (CDC) and best practices from other health officials around the world; and WHEREAS, on March 16, 2020, California Governor Gavin Newsom issued Executive Order N-28-20 ordering waiver of time limitations set forth in Penal Code section 396(f) concerning protections against residential evictions, and suspending any provision of state law that would preempt or otherwise restrict a local government's exercise of its police power to impose substantive limitations on residential or commercial evictions related to COVID-19. The order further suspended statutory causes of action for judicial foreclosure, including Code of Civil Procedure section 725a et seq.; the statutory cause of action for unlawful detainer, Code of Civil Procedure section 1161 et seq.; and any other statutory cause of action that could be used to evict or otherwise eject a residential or commercial tenant or occupant of residential real property after foreclosure; and WHEREAS, on March 19, 2020, Governor Newsom issued Executive Order N- 3 33-20, which, imposed a State Shelter Order requiring individuals to remain in their places of residence except as needed to maintain continuity of operations of critical infrastructure, access necessities such as food, prescriptions and healthcare, or engage in other authorized activities; and WHEREAS, the County of San Mateo previously requested and was approved for a variance allowing the County to re -open businesses and activities in accordance with the re -opening stages outlined in the State Resilience Roadmap for California; however, since the State and County began re -opening, the number of identified COVID-19 cases continues to grow; and WHEREAS, on July 13, 2020, all counties statewide were mandated to shut down indoor activities such as museums, zoos, dining and theaters, and bars, both inside and outside, were also required to close, and the State Public Health Officer issued an order closing all indoor restaurant dining; and WHEREAS, the State Department of Health is maintaining a watch list of counties that are being monitored for worsening COVID-19 trends, and if a county is on the watch list for three days or longer, the State will order them to further roll back reopening; and City of South San Francisco Page 2 of 7 Printed on 9/9/2020 powered by LegistarTM File #: 20-563 Agenda Date: 8/26/2020 Version: 2 Item #: 11 a. WHEREAS, as of July 29, 2020, San Mateo County has been placed on the watch list, and if it remains on the watch list for three consecutive days, it will be required to roll back some of its re -opening steps; and WHEREAS, as of July 30, 2020, there have been 5,306 confirmed COVID-19 cases, and 118 COVID-19 related deaths, within the County, and 488,000 confirmed COVID-19 cases, and 8,908 COVID-19 related deaths, State-wide; and WHEREAS, both large and smaller events across the Bay Area and in South San Francisco are cancelling or being postponed due to the County's and State's Orders and recommendations at all levels of government to cancel large gatherings amid concerns over spread of the virus. These cancellations and postponements cause loss in revenue for the event, as well as surrounding local businesses including eating and drinking establishments that rely on such events to bring in patrons to their businesses; and WHEREAS, with modified capacity, many restaurants are seeing an increase in carry -out and delivery offerings, placing a sudden and severe financial strain on the industry, particularly on restaurants that are small businesses, a category of businesses which typically already operate on thin margins; and WHEREAS, restricting restaurants to takeout or delivery offerings, and limited indoor and outdoor dining with decreased capacity, has placed a sudden and severe financial strain on many restaurants, particularly those that already operate on thin margins, adding to financial pressures in the industry that predate the COVID-19 crisis; and WHEREAS, based on surveys conducted by City staff and the South San Francisco Chamber of Commerce as of the date of this ordinance, many restaurant and food establishments within the City have been relying on delivery and pick up to generate revenue, and it is critical they operate in a safe manner where social distancing can be maintained in accordance with guidance from the State of California and local health officials; and WHEREAS, continuity of operations among the City's restaurants is critical for the delivery of essential food services to the residents of South San Francisco and to sustain these sources of employment and neighborhood vitality within the City; and WHEREAS, many consumers use third -party applications and websites to place orders with restaurants for delivery and takeout, and these third -party platforms charge restaurants fees; service agreements between some restaurants and third -party platforms provide that the platform charges the restaurant between five percent (5%) to thirty percent (30%) of the purchase price per order; and WHEREAS, restaurants, eating and drinking establishments, and particularly those that are small businesses, have limited bargaining power to negotiate lower fees with third -party platforms given the market saturation of third -party platforms and the financial straits restaurants are facing during this period of emergency; and WHEREAS, given that only a few companies in the marketplace provide such delivery services, small restaurants that do not operate their own delivery service resort to contracting with third -party delivery service providers as a means to compete in the marketplace; and WHEREAS, capping delivery service per -order fees at 15% and non-delivery services at 10% per order, will achieve the public purpose of ensuring the continued operation of local restaurants and third -party platforms during the period of emergency; the 15% cap and 10% cap is based on the findings and experience of other City of South San Francisco Page 3 of 7 Printed on 9/9/2020 powered by LegistarTM File M 20-563 Agenda Date: 8/26/2020 Version: 2 Item #: 11 a. California cities and cities nationwide that have already adopted 15% fee ceilings or similar caps as reasonable emergency regulations in collaboration with food delivery companies; and WHEREAS, the California Constitution, Article XI, Section 7, provides cities and counties with the authority to enact ordinances to protect the health, safety, and general welfare, of their citizens; and WHEREAS, California Government Code Section 36937 authorizes the City Council to introduce and adopt an ordinance it declares to be necessary as an emergency measure to preserve the public peace, health, and safety at one and the same meeting if passed by at least four-fifths affirmative votes; and WHEREAS, the City Council finds and determines that there is an immediate need to preserve public health, safety and welfare given the negative economic impacts derived from the COVID-19 pandemic, and that regulating the relations between landlords and tenants is essential to preventing the spread of COVID-19 in the City and thereby serve the public peace, health, and safety; and WHEREAS, it is in the public interest to take action to ensure the delivery of essential food services to residents of South San Francisco and to maximize restaurant revenue from the takeout and delivery orders that, with the exception of limited dining operations, are currently one of the primary sources of revenue for these businesses to enable restaurants to survive this crisis and remain as sources of employment and neighborhood vitality in the City; and WHEREAS, as restaurants return to modified, lower capacity restaurant service, it is unclear how restaurants will fare, as restaurants must create new, physically distanced dining areas and implement increased training and sanitation measures; and WHEREAS, it is unclear how quickly restaurant patrons will return to restaurant dining and restaurants may continue to see a significant loss of revenue for an ongoing period of time; and WHEREAS, this Ordinance is temporary in nature and only intended to promote stability and safe and healthy operations within the restaurant and food markets in the City during the COVID-19 pandemic outbreak, and to prevent avoidable business closures thereby serving the public peace, health, safety, and public welfare and ensuring jobs and economic vitality within the City, while also preventing further spread of the virus; and WHEREAS, an urgency ordinance that is effective immediately is necessary to avoid the continuing and immediate threat to public peace, health, and safety as failure to adopt this urgency ordinance would result in the avoidable displacement or exposure to COVID-19 of the City's small businesses and to the amplification of the factors that lead to the spread of the virus, as described in these Recitals. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO, DOES HEREBY ORDAIN AS FOLLOWS: SECTION 1. Findings 1. The City Council of the City of South San Francisco finds that all Recitals are true and correct and incorporated herein by reference. 2. The City Council of the City of South San Francisco hereby finds that there is a current and immediate City of South San Francisco Page 4 of 7 Printed on 9/9/2020 powered by LegistarTM File M 20-563 Agenda Date: 8/26/2020 Version: 2 Item #: 11 a. threat to the public health, safety and/or welfare and a need for immediate preservation of the public peace, health, or safety that warrants this urgency measure, which finding is based upon the facts stated in the Recitals above, the accompanying staff report, and any oral and written testimony at the August 26, 2020 City Council meeting. 3. The City Council finds and declares that the adoption and implementation of this ordinance is an urgency measure necessary for the immediate preservation and protection of the public peace, health and safety as detailed above and as this ordinance is an emergency response measure aimed at ensuring the vitality and return of the restaurant industry after closure and limited operations. The facts constituting such urgency are all of those certain facts set forth and referenced in this Ordinance and the entirety of the record before the City Council. SECTION 2. Food Service Delivery and Non -Delivery Commissions Cap A. Commissions Cap and Prohibitions. During the period of declared local emergency, and for one hundred and eighty (180) days thereafter, it shall be unlawful for any third -party food delivery service to do any of the following: Charge a restaurant, eating or drinking establishment, or similar food facility located within the City: a.A fee, commission, or cost of more than fifteen percent (15%) of the purchase price per online order for delivery services; and b. A fee, commission or cost of more than ten percent (10%) of the purchase price per online order for non-delivery services. c.As used in this section, fee, commission or cost includes fees charged for listing, delivery, and marketing services, as defined herein. 2. Limit or impede in any manner the ability for a restaurant, eating or drinking establishment, or similar food facility to otherwise determine the purchase price for food or beverage items listed in their respective menus. 3. List any restaurant, eating or drinking establishment, or similar food facility, or their respective menus in the delivery service's website, mobile application or other internet service, without the specific consent of the restaurant, establishment or facility. B. Tips and Gratuities; no reduction of compensation. 1. A third -party food delivery service shall offer customers the option to, as a part of an online order for delivery or non-delivery service, authorize a tip or gratuity to be paid to food delivery service workers and any restaurant, eating or drinking establishment, or similar food facility from which the customer places an order through the third -party food delivery service. City of South San Francisco Page 5 of 7 Printed on 9/9/2020 powered by LegistarTM File #: 20-563 Agenda Date: 8/26/2020 Version: 2 Item #: 11 a. 2. It shall be unlawful for a third -party food delivery service to reduce the compensation, including any tip or gratuity, paid to any food delivery service worker, or to reduce any tip or gratuity authorized by a customer to be paid to any restaurant, eating or drinking establishment, or similar food facility, as a result of the prohibitions stated in this ordinance. C. Enforcement. A restaurant, eating or drinking establishment, or similar food facility, or food delivery service worker claiming a violation of this ordinance shall first provide written notice to the third -party food delivery service of the specific section of this ordinance which is alleged to have been violated and the facts to support the alleged violation. The third -party food delivery service shall have seven (7) business days from the date of receipt of the written notice to cure any alleged violation including but not limited to providing a refund of any charges exceeding the caps imposed herein. 2. If, after written notice is provided pursuant to subsection (D)(1) above and the third -party food delivery service fails to cure the alleged violation, including failing to provide a refund or continuing to charge fees in violation of this ordinance, the person or entity claiming a violation of this ordinance may bring a civil action seeking damages and injunctive relief. The prevailing parry in any such action shall be entitled to an award of reasonable attorney's fees. 3. This ordinance is not intended to, and does not, create any rights or benefits, substantive or procedural, enforceable at law or in equity, against the City of South San Francisco, its departments, officers, or employees. D. Definitions. For the purposes of this ordinance, the following definitions shall apply: 1. "Customer" means any person, firm, or association who makes use of a third -parry food delivery service for the purpose of obtaining food or beverage items from a restaurant, eating or drinking establishment, or similar food facility located within the City. 2. "Listing services" means services offered by a third -parry food delivery service to list the information and/or menu of a restaurant, eating or drinking establishment, or similar food facility located within the City and processing online orders including paying any credit card processing fees. 3. "Marketing services" means services offered by a third -parry food delivery service to a restaurant, eating or drinking establishment, or similar food facility located within the City for the purposes of promoting, advertising, or otherwise strengthening the business or performance of the restaurant, establishment or facility on the mobile application, website or other internet services of the third -party food delivery service. 4. "Online order" means an order for a consumer food item placed through a platform provided by a third -parry food delivery service for delivery or pickup within the City. City of South San Francisco Page 6 of 7 Printed on 9/9/2020 powered by LegistarTM File M 20-563 Agenda Date: 8/26/2020 Version: 2 Item #: 11 a. 5. "Purchase price" means the menu price of an online order, excluding taxes, gratuities, and any other fees which may contribute to the total cost to the customer of an online order. 6. "Third -party food delivery service" means any individual, firm, association, corporation or entity through website, mobile application or other internet service that offers or arranges for the sale of consumer food or beverage items for same-day delivery or same-day pickup from a restaurant, eating or drinking establishment, or similar food facility located within the City. SECTION 3. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid, the remainder of this Ordinance and the application of such provision to other persons or circumstances shall not be affected thereby. SECTION 4. Effective Date and Term. This Urgency Ordinance shall become effectively immediate upon its adoption pursuant to California Government Code Section 36937. This Urgency Ordinance shall expire one hundred and eighty (180) days from the date that the South San Francisco City Council terminates the local emergency proclaimed pursuant to Resolution No. 35-2020 related to COVID-19, unless such term is otherwise specifically amended by the City Council. The City Council shall review this ordinance prior to its expiration and determine whether to extend its provisions. SECTION 5. Compliance with the California Environmental Quality Act. The City Council hereby finds approval of this Ordinance is exempt from the California Environmental Quality Act (Public Resources Code §§ 21000 et seq., "CEQA," and 14 Cal. Code Reg. §§ 15000 et seq., "CEQA Guidelines") under Section 15061(b)(3) of the CEQA Guidelines. This is an emergency response measure aimed at capping delivery services fees for existing restaurants. No new development will result from the proposed action and the regulation temporary. No impact to the physical environment will result. SECTION 6. Publication. Pursuant to the provisions of Government Code Section 36933, a summary of this Ordinance shall be prepared by the City Attorney. Within fifteen (15) days after the adoption of this Ordinance, the City Clerk shall (1) publish the summary, and (2) post in the City Clerk's Office a certified copy of the full text of this Ordinance along with the names of those City Council members voting for and against this Ordinance or otherwise voting. City of South San Francisco Page 7 of 7 Printed on 9/9/2020 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 #: 20-252 Agenda Date: 8/26/2020 Version: 1 Item #: 12. Staff report regarding a resolution approving a Grant of Easements for a public ingress and egress easement and a no -build easement through the Caltrain Station Plaza (296 Airport Boulevard) to allow the development of 200 Airport Boulevard and a Maintenance and Encroachment Agreement and authorizing the City Manager to execute the Grants of Easements, the Maintenance and Encroachment Agreement, and all related documents. (Jason Hallare, Senior Civil Engineer) RECOMMENDATION Staff report regarding a resolution approving a Grant of Easements for public ingress and egress easement and a no -build easement through the Caltrain Station Plaza (296 Airport Boulevard) to allow the development of 200 Airport Boulevard and a Maintenance and Encroachment Agreement, and authorizing the City Manager to execute the Grants of Easements, the Maintenance and Encroachment Agreement, and all related documents. BACKGROUND/DISCUS SION Fairfield Residential ("Developer") is constructing a new mixed-use building at 200 Airport Boulevard adjacent to the City owned parcel at 296 Airport Boulevard which is being reconstructed into the Caltrain Station west plaza ("Plaza"). See Attachment 1 for an overview of the vicinity. The Developer requires two easements over the City's parcel, and in return, will be providing a payment, construction, and maintenance. The 200 Airport Boulevard development will have retail frontages facing the Plaza and requires a public access easement of approximately 1,000 square feet in order for patrons to access them through the Plaza. The Plaza was redesigned to accommodate these retail frontages with a hardscaped patio area and surrounding landscaping. The public access easement area will include this patio area as shown on Attachment 2. To comply with building codes and fire codes, the development requires building clearances along the perimeter which include area over the City's parcel. A no -build easement of approximately 5,190 square feet is required to ensure these clearances will be provided in perpetuity. The no -build easement area will be provided along the border of 200 Airport Boulevard and the City's parcel as shown on Attachment 3. To compensate the City for these easements, the Developer has agreed to provide payment, construct a portion of the Plaza, and perform ongoing maintenance for a portion of the Plaza. The Developer has agreed to provide an additional $120,000 payment to partially offset the City's costs for constructing and maintaining the Plaza as part of the separate Community Benefits Agreement. The Developer has agreed to install the hardscape patio area on the City's behalf to ensure the new hardscape patio conforms to the development's building as shown on Attachment 4. Additionally, the Developer has agreed to expand the maintenance obligations that they previously agreed to in a prior version of the Maintenance and Encroachment Agreement. The prior version of the agreement was approved by the City Council on May 13, 2020. The expanded maintenance obligations include maintenance of the hardscape patio area and the landscape surrounding it as shown on Attachment 5. City of South San Francisco Page 1 of 2 Printed on 8/21/2020 powered by LegistarTM File #: 20-252 Agenda Date: 8/26/2020 Version: 1 Item #: 12. These expanded maintenance obligations have been memorialized in an updated Maintenance and Encroachment Agreement. The updated agreement is attached to the associated resolution for City Council review and approval. The Chief Planner, on behalf of the City's Planning Division, has confirmed that the grants of these easements is consistent with the General Plan. FISCAL IMPACT The Developer will submit $120,000 to the City prior to their building permit issuance. The City will also be relieved from the installation costs of the hardscape patio area and the annual maintenance costs of the landscape surrounding the hardscape patio. RELATIONSHIP TO STRATEGIC PLAN Approval of the Grant of Easements to Fairfield Residential supports the City's Strategic Plan to improve Quality of Life Initiative 2.1 by activating the public plaza and Quality of Life Initiative 2.3 by promoting housing options with this mixed-use development. CONCLUSION The finding of consistency with the General Plan allows the City Council to authorize and dedicate the easements to Fairfield Residential, which will support the construction of the 200 Airport Boulevard project and Caltrain Station Improvement 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 Easements to Fairfield Residential on the City of South San Francisco property to provide public access and a no -build zone, and approve an updated Maintenance and Encroachment Agreement, and authorizing the City Manager to execute said Grant of Easements, Agreements, and all related documents. Attachments: 1. Vicinity Map 2. Public Access Easement Area 3. No -Build Easement Area 4. Plaza Construction Limits 5. Plaza Maintenance Limits 6. Presentation City of South San Francisco Page 2 of 2 Printed on 8/21/2020 powered by LegistarTM GO gle Maps N. �+m PINEFINO f.. AIRPORT BLVD 150 AIRPORT 200 AIRPORT ;t* -1 PROJECT PPP, - ATTACHMENT 1 - VICINITY MAP Imagery ©2020 Google, Map data ®2020 50 ft CADENCE 70 f �► rn v i'v Fi m apamo ATTACHMENT 1 - VICINITY MAP Imagery ©2020 Google, Map data ®2020 50 ft 190 •e SSF Work in Scope sWa San Francisco W AIRRgFq)Wpp�L4L\A,E&gApD(R/WVARIES) o- - -- -- -- ---------- - - ------ j),I - -------AIRPORT�Bbul EVARD / RESIDENTIAL ENTRY RETAIL PARKING ENTRY A] Ad B t TTT CT C2 l2 P7 C2 C2 — L2 C7AS -----.._ � �_- — -- T - _'_ t'� IL ENTRY -. - YV MnNY6 4 Li ppr�Flu+l .- 2P1.36' oFs�N ESE C5 • •� ft T \ - GROUNDFLOOR LOADINGAREAAT150 AG A5 E 9 ■ RETAIL • • t AIRPORTTOOEUSED FOR p8 EGRESS ���� • • • • . • • • . • • • • • • • • . • . • . 210 AIRPORT RESIDENTS AND RETAIL Afi UTILITY ACCESS FUTURE CALTRAIN ® PLAZA UNDERn SEPARhTE PERMI\ °gOING Aq A'*Clllll—CAL RESIDENTIAL A3 A6 Rotas C3 \ G' 'I 7 STORIES EGRESS l - — - — - — - — - — - — - — - — - - t\ 6 21 C / 1< / - / A4 A5 -. I ioo ss EG ESS --------------- l`o1 / gP�sNpFz i SCALE: 1/16'=1'-0' 190 •e SSF Work in Scope sWa San Francisco 190 •e SSF Work in Scope sWa San Francisco S 2 Y (--)F SOUTH SAV FRANCISCO CALIFORNIA AGENDA • Project Overview • Redesigned Caltrain Station Plaza • Easements • Public Benefits • Questions PROPOSED ENTRY DRIVE PER APPROVED l5D AIRPORT 150 AIRFIRT BOULEVARD' IMPROVEMENT PLANS.'. APARTMk NTS (NOTA PART] L CA TRA 1N PROJECT OVERVIEW AIRPORT B 0 U LEVARD cl Ile- PDDIUM CURTVARD ► • see enlargement, sheet L3 N 0 T A PART R ' P ERlY LINE ------ , - —4 REDESIGNED CALTRAIN STATION PLAZA Original Plaza Design Ground Floor Re#ail A. k patio 5 �r � • 10+ *� ,w49VkncAl Revised Plaza Design u 1w swa REDESIGNED CALTRAIN STATION PLAZA of !�� una■ �r swa z� JL 200 Airport — Grant of Easements SOUTH SAN FRANCISCO CALIFORNIA 6 PUBLIC ACCESS EASEMENT \. t • Provides public access to and from the retail front • Approx. 1,810 Sq. Ft. • No vertical construction or obstructions within this easement • Hardscape will be maintained by Developer NO -BUILD EASEMENT } F • Provides building clearances to comply with codes • 51190 Sq. Ft. • No vertical construction or obstructions within this easement PUBLIC BENEFIT IL 0 5 1 • Construction of hardscape patio area • Maintenance of hardscape within limits • Maintenance of landscape within limits • Payment for construction and on-going maintenance for remainder of Plaza CITY OF SOUTH SAN FRANCISCO CALIFORNIA 200 Airport — Grant of Easements 10 Government Code Section 54957.5 SB 343 Agenda: 8/26/2020 From: Greenwood. Alex Item # 12 Remote Public Comments To: All at City Clerk"s Office Cc: Futrell, Mike; Kim, Euneiune; Hallare, Jason; Ruble, Matthew: Roai, Tony Subject: Fwd: 200 Airport Grant of Easement. and Maintenance and Encroachment Agreement (Agenda Item 12 and 12a) Date: Tuesday, August 25, 2020 3:23:54 PM Dear Rosa & City Clerk Team, I just received the email below. Could you please include as a public comment f'or tomorrow night's Council meeting? Thanks, Alex Begin forwarded message: From: Ed McCoy Date: August 25, 2020 at 2:54:27 PM PDT To: "Greenwood, Alex" Brendan Hayes Trevor Bouc Hallare, Jason" Subject: 200 Airport Grant of Easements and Maintenance and Encroachment Agreement (Agenda Item 12 and 12a) Hi Alex, We are submitting this email in support of August 26th City Council Agenda Items 12 and 12a, regarding the Grants of Easements and Maintenance and Encroachment Agreement for our 200 Airport project. Fairfield is appreciative of the City's efforts in working with us to create these agreements and we value our ongoing relationship. We believe the 200 Airport project will be a quality addition to the area and we look forward to providing another much needed housing development to South San Francisco. Please forward our support to the Council for inclusion in the public record. Additionally, Trevor Boucher and myself will be available during the hearing for any questions. Thank You, Ed Ed McCoy Senior Vice President - Development EFFECTIVE 8/17/20: NEW PHYSICAL AND MAILING ADDRESS FairfieldResidential.com . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-303 Agenda Date: 8/26/2020 Version: 1 Item #: 12a. Resolution approving a Grant of Easements for public ingress and egress easement and a no -build easement through the Caltrain Station Plaza (296 Airport Boulevard) to allow the development of 200 Airport Boulevard and a Maintenance and Encroachment Agreement, and authorizing the City Manager to execute the Grants of Easements, the Maintenance and Encroachment Agreement, and all related documents. WHEREAS, Fairfield Residential ("Developer") is constructing a new mixed-use building at 200 Airport Boulevard adjacent to the City of South San Francisco ("City") owned parcel at 296 Airport Boulevard which is being reconstructed into the Caltrain Station west plaza ("Plaza"); and WHEREAS, the 200 Airport Boulevard development will have retail frontages facing the Plaza and requires a public access easement of approximately 1,000 square feet in order for patrons to access them through the Plaza; and WHEREAS, a no -build easement of approximately 5,190 square feet is required to ensure building code and fire code clearances will be provided in perpetuity; and WHEREAS, the Developer has agreed to provide an additional $120,000 payment to partially offset the City's costs for constructing and maintaining the Plaza as part of the separate Community Benefits Agreement; and WHEREAS, the Developer has agreed to install the hardscape patio area on the City's behalf to ensure the new hardscape patio conforms to the proposed building; and WHEREAS, the proposed Easement Agreement to the Developer is attached hereto as Exhibit A; and WHEREAS, the Developer has agreed to expand the maintenance obligations that they previously agreed to in a prior version of the Maintenance and Encroachment Agreement. The prior version of the agreement was approved by the City Council on May 13, 2020. The expanded maintenance obligations include maintenance of the hardscape patio area and the landscape surrounding it. These expanded maintenance obligations are memorialized in an updated Maintenance and Encroachment Agreement, which is attached hereto as Exhibit B ; and WHEREAS, the City's Planning Division has determined that the proposed grant of easements is in conformity with the South San Francisco General Plan, consistent with the requirements of Government Code section 65402; and WHEREAS, the proposed public access easement and no -build easement, and Maintenance and Encroachment City of South San Francisco Page 1 of 2 Printed on 8/27/2020 powered by LegistarTM File #: 20-303 Agenda Date: 8/26/2020 Version: 1 Item #: 12a. Agreement would facilitate construction of City's Caltrain Station Plaza and would support the construction of the 200 Airport Boulevard 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 Grants of Easement to Fairfield Residential on the City of South San Francisco property, attached hereto as Exhibit A. 2. Authorizes the City Manager to execute said Grants of Easement in the forms attached in Exhibit A, subject to review and approval by the City Attorney. 3. Approves the updated Maintenance and Encroachment Agreement to Fairfield Residential on the City of South San Francisco property, attached hereto as Exhibit B. 4. Authorizes the City Manager to execute said Maintenance and Encroachment Agreement in the form attached in Exhibit B, subject to review and approval by the City Attorney. 5. 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 8/27/2020 powered by LegistarTM RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Fairfield 200 Airport LP 5510 Morehouse Drive, Suite 200 San Diego, CA 92121 Attention: Jenna Woods EASEMENT AGREEMENT Space For Recorder's Use Only This EASEMENT AGREEMENT ("Agreement") is entered into as of this day of , 2020 ("Effective Date"), by and between CITY OF SOUTH SAN FRANCISCO, a municipal corporation ( "City"), and FAIRFIELD 200 AIRPORT LP, a Delaware limited partnership company ("Developer"). City and Developer shall hereinafter be referred to collectively as the "Parties." RECITALS A. 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"). B. Developer 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. P18-0071 for 200 Airport Boulevard (as approved by the City Council on July 24, 2019). C. The City owns a parcel located at 296 Airport Boulevard identified by APN 012-338- 160 ("City Parcel"), which is adjacent to the Property and as more particularly described in Exhibit A-1. The City Parcel largely contains a plaza commonly known as the Caltrain Station Plaza ("Caltrain Plaza") and is open to and used by members of the public, which will include Developer's tenants and retail customers occupying or utilizing the residential and retail improvements to be constructed and operated on the Property. The City directed that the retail improvements constituting a portion of the Project be located along the easterly property line of the Property and adjacent to the Caltrain Plaza to further the public use thereof. D. To enable public access between the Property and the Caltrain Plaza for the benefit of the Project and the Caltrain Plaza, the City is proposing to reserve a Public Access Easement and to construct improvements thereon in the form of a public pedestrian pathway over and across the City Parcel, that will provide public access between the Property and the Caltrain Plaza, as more particularly described in Exhibit B attached hereto and incorporated herein. The Easement is intended to further the public purposes of the use and operation of the Caltrain Plaza and the retail components of the Project. E. To accommodate certain requirements of applicable building codes and regulations, including emergency fire access for the Project for the benefit of the Developer and the Caltrain Plaza, the City has agreed to maintain certain setback distances for future developments on the City Parcel fronting the boundaries of the Property, as more particularly described in Exhibit C attached hereto and incorporated herein. The reserved setback area as depicted in Exhibit C shall be referred to as the No -Build Easement. F. City is willing to grant the Public Access Easement and the No -Build Easement (each as defined below) over and across the City Parcel to Developer on the terms and conditions described in this Agreement. NOW, THEREFORE, for valuable consideration, the receipt of which each of the parties hereto does hereby acknowledge, the parties hereto do hereby agree as follows: AGREEMENT 1. Construction and Grant of Easements. Subject to the provisions of this Agreement, City hereby grants Developer (1) a permanent, nonexclusive, irrevocable public access easement ("Public Access Easement") solely for public access through the easement area, with the legal description of the Public Access Easement described more particularly on the attached Exhibit B; and (2) a permanent, nonexclusive, irrevocable no -build easement ("No -Build Easement") solely for the preservation of various setback distances, as identified on the attached Exhibit C, for future improvements on the City Parcel fronting the boundaries of the Property, with the legal description of the No -Build Easement described more particularly on the attached Exhibit C. The No -Build Easement is granted to Developer solely for the purpose of reserving the identified setbacks in order to avoid the possibility of future improvements on the City Parcel encroaching into the separation area required by applicable building codes and regulations relative to improvements on the Property. Notwithstanding the foregoing, Developer and its successors in interest, heirs and assigns shall not have any rights to possess, construct, access, or otherwise utilize the No -Build Easement for any purpose other than those specifically provided for in this Agreement. The No -Build Easement shall not relieve Developer of conforming to any additional City setback and other zoning requirements with respect to the Project and the Property. The City shall construct improvements on and within the City Parcel that the City has determined are necessary to accommodate unobstructed public access between the Project and the Caltrain Plaza over, through and across the Public Access Easement in accordance with the plans and specifications attached hereto and incorporated herein as Exhibit D. The easement areas for both the Public Access Easement and the No -Build Easement shall be free of any obstructions, except for (i) those specific architectural and utility features shown within the easement areas on the attached diagram, as applicable, and (ii) any uses, encroachments and/or entry and access rights to the extent permitted by any separate agreement(s) between Developer and the City. 2. Execution and Recording of Easement Agreement. City agrees that this Agreement shall bind City and its successors in interest, heirs and assigns, and shall record this Agreement with the County Recorder's Office of the County of San Mateo. 3. Limitation on Use. Parties acknowledge that the easement granted herein is nonexclusive. City, its successors, assigns, grantees, tenants, and licensees shall have the right to use the Public Access Easement area and the No -Build Easement in a manner that will not interfere with the use of the easement for public access and preservation of the setback distances as provided herein. Parties, and their respective successors, assigns, grantees, and licensees shall refrain from any obstruction of the Public Access Easement area that would interfere with pedestrian access, and any other reasonable use of the Public Access Easement area, as applicable, except for any uses, encroachments and/or entry and access rights to the extent permitted by any separate agreement(s) between Developer and the City. Further, the City shall not construct any future buildings or structures against the Property's boundaries so as to interfere with the 30 -foot setback reserved under the No - Build Easement. 4. Maintenance. Developer shall maintain the Public Access Easement area in a good and safe condition sufficient for public access purposes at all times consistent with the provisions of this Agreement. 5. Transfer of Property. The Public Access Easement and No -Build Easement created by this Agreement shall run with the land and any portion thereof, and its terms shall extend to, bind and inure to the benefit of the Parties hereto and their respective heirs, successors and assigns. Upon the transfer of the Property to a successor party, the successor party shall constitute the "Grantor" hereunder and all predecessors in interest to such successor Party shall be fully relieved of all obligations and liability hereunder arising on or after the effective date of such transfer. Indemnification. (a) Developer shall indemnify, defend and hold harmless the City, its officers, agents, and employees from and against any and all liabilities, claims, demands, damages, or costs whatsoever, including but not limited to payment of reasonable attorney's fees and claims by any person for property damage, personal injury or death of any person, whether public or private, resulting from, growing out of, or in any way connected with or incident to: (i) use by Developer, its employees, officers, agents, contractors or representatives, or by the public, of the easement areas described herein; (ii) any work undertaken by Developer or its contractors, employees, agents, or representatives in any of the easement areas described herein; or (iii) the performance of Developer's obligations pursuant to this Agreement or its failure to perform such obligations. (b) City agrees to indemnify, defend, and hold harmless Developer, its officers and employees from any and all liabilities, claims, demands, damages, or costs whatsoever, including but not limited to third -party claims by any person for property damage, personal injury or death of any person, whether public or private, resulting from the condition, use, installation, maintenance, or lack of maintenance of the easement areas described herein that are caused by any negligent or willful act or omission of City, its officers, agents, employees, and representatives, except to the extent that any such liabilities arise from the negligence or willful misconduct of Developer its officers, agents, or employees, contractors, agents or representatives or from work undertaken on behalf of Developer. 7. Amendment. This Agreement may be amended or otherwise modified only in writing signed and acknowledged by Grantor and City, or the respective successors and assigns of each. 8. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be entitled to be the original and all of which shall constitute one and the same agreement. 9. References; Titles. Wherever in this Agreement the context requires, reference to the singular shall be deemed to include the plural. Titles of sections and paragraphs are for convenience only and neither limit nor amplify the provisions of this Agreement. 10. Notice. Any notice given under this Agreement shall be in writing and given by delivering the notice in person, by commercial overnight courier that guarantees next day delivery and provides a receipt, or by sending it by registered or certified mail, or Express Mail, return receipt requested, with postage prepaid, to the mailing address listed below or any other address notice of which is given. To Grantor: Attention: Jenna Woods Fairfield 200 Airport LP 5510 Morehouse Drive, Suite 200 San Diego, CA 92121 To City: Attention: Engineering Division City of South San Francisco 315 Maple Avenue South San Francisco, CA 94080 Any mailing address number may be changed at any time by giving written notice of such change in the manner provided above at least ten (10) days prior to the effective date of the change. All notices under this Agreement shall be deemed given, received, made or communicated on the date personal receipt actually occurs or, if mailed, on the delivery date or attempted delivery date shown on the return receipt. 11. 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. 12. Entire Agreement. This Agreement, together with any attachments hereto or inclusions by reference, constitute the entire agreement between the Parties on the subject matter hereof, and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the Parties hereto with respect to the easement which is the subject matter of this Agreement. This Agreement has been drafted by a mutual effort of the Parties, and each Party waives the benefit of any statute, law or judicial decision providing that ambiguities in an agreement shall be interpreted against the "drafting party." 13. Default. The failure to perform any covenant or obligation of a party hereunder and to cure such non-performance within thirty (30) days of written notice by the party to whom performance is owed shall constitute a default hereunder, provided that if more than thirty (30) days are reasonably required for such cure, no event of default shall occur if the defaulting party commences such cure within such period and diligently prosecutes such cure to completion. Upon such default, the non -defaulting party shall be entitled to all remedies and means to cure or correct such default, both legal and equitable, allowed by operation of law except termination of the easement herein granted. 14. Construction of Document. The Parties acknowledge that this document may not be construed in favor of or against the drafter. 15. 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. 16. 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, and venue in the County of San Mateo. 17. Survival. All waivers given or made hereunder shall survive termination of this Agreement. IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto. [signatures on the following page] CITY: CITY OF SOUTH SAN FRANCISCO, a municipal corporation Name: Title: APPROVED AS TO FORM: City Attorney ATTEST: City Clerk EXHIBITS: Exhibit A — Description of Property Exhibit A-1 — Description of City Parcel Exhibit B — Public Access Easement DEVELOPER: 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: Exhibit C — No -Build Easement Exhibit D — Plans and Specifications for Construction 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 Developer Property Real property in the City of South San Francisco, County of San Mateo, State of California, described as follows: LOT 1, AS DESIGNATED ON THE MAP ENTITLED "FINAL MAP 200 AIRPORT BOULEVARD", WHICH WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, ON AUGUST 13, 2020 IN BOOK 142, PAGES 99 AND 100 OF MAPS. EXHIBIT "A-1" Legal Description of City Property (APN 012-338-1600) THE PARCEL OF LAND DESCRIBED IN THE QUITCLAIM DEED FROM THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO TO CITY OF SOUTH SAN FRANCISCO DATED NOVEMBER 2, 2016 AND RECORDED AS DOCUMENT NO. 2016-118519, SAN MATEO COUNTY RECORDS. EXHIBIT "B" Plat & Legal Description of Public Access Easement 9 o a o I 0 U 4 _FER TO DWG A103 FOR ARCHITECTURAL SITE _AN NOTES. DNCRETE HAS A SCORED PATTERN 4FT X SFT. JDERPASS GRID ORIGIN POINT IS CENTERED ON JDERPASS "PX" LINE. _AZA CONCRETE HAS SCORED PATTERN. PLAZA RID IS PARALLEL TO "PX" LINE AND 56'/124' ZOM "PX" LINE & PERPENDICULAR FROM NORTH (TENTS OF PAVING. SEE DWG A121 FOR JLARGEMENT PLAN. —1 WALL FINISH TILE CLADDING TO BE APPLIED ) WALLS. SEE SPECIFICATIONS. —2 WALL FINISH PENICKCRETE SURFACE ZEATMENT WITH LAMP BLACK INTEGRAL COLOR ) MATCH SAMPLE 16-062B—SD OR EQUAL AS DPROVED BY PROJECT ENGINEER. _E SPECIFICATIONS FOR P-1 & P-2 CONCRETE _RIFY LOCATION OF BENCHES WITH LANDSCAPE 2CHITECT IN FIELD PRIOR TO INSTALL. PLAN 20' 0 20' 40' GRAPHIC SCALE DESIGNED DEPUTY DIRECTOR CADD RUE NAME CARD DATE T. BU LAN FESS/ ���� PENINSULA CORRIDOR JOINT POWERS BOARD 0 oea0 °koY S. CHAD SSFA101-1 06192020 NR CZARNICK w�� JAMES AI. Fy PROJECT MANAGEMENT gCpLE Z CHECKED h Cox c HNTBCORPORATION Cal*® C. BERNARDO SOUTH SAN FRANCISCO STATION IMPROVEMENTS 1"=20' n 1111 Broadway, 9th Floor B. ELROD 1 5 n Oakland, CA 94607 STRUCTURES CONTRACT NO MILEPOST IN CHARGE E,m. 630 19 C.CHEN ARCHITECTURAL SITE PLAN 17—J—C-063 8.8-9.6 D. PARKER—KING �� Rw� �-12 Sancurios Avenue TRACK CIVIL DWG NO REV PAGE NO cnLt APPRovED sa Carlos, cA s4o7o 06192020 E. STOCKLMEIR SHEET 3 OF 5 Al 05 1 146 EXHIBIT "C" Plat & Legal Description of No -Build Easement A1.0 SITE PLAN o 9 Lu A I R AgI?OFIT0PC49L\,EMARD(R/W VARIES) mU--__ ------- ------ �z+ ' �- - - - - - - - - - - - - AIRP ORTI BbULEVARD I wo-- ---- -------- ------------------I RESIDENTIAL ENTRY RETAIL PARKING ENTRY aw 2r I C1 5 1 7 A4 L3 C2 C6 P2 L2 C7 C2 L2 Pi C2 ��- 2L9 = —� _ - '�.UO - RETAIL ENTRY Ho �o 'N-PFIPESEv 01STNICE 1` _ L ,L /•,6' ON SL- •- -__ HigAPPGDINWE ^rye > - � - x LLO _ Tp CENTERNNE 6 .. 2 .36" e e � • • - �� - OF EASEMENT ❑ 1 1 - 0 79 - • - 1 \ / e 100.13' 99.88' i OS 1 €o GROUND FLOOR ABB 31- A4 A5 = ■ RETAIL M -o+ LOADING AREA AT 150 = ' AIRPORTTOBE USED FOR �I A9 EGRESS i 200 AIRPORT RESIDENTS 1so45 I AND RETAIL AS UTILITY ACCESS z.8 - ® FUTURE CALTRAIN * o \PLAZA UNDER SEPARATE PERMIT\ _ WIN MGCEC LOqO/NGgR HANICAL S4SPACES RESIDENTIAL Al ±1ao.46 C3 [crvlL con LEVEL 1) I 1 LEVELI 57 CA 7 STORIES ~� o OT ` w I� ofo t--, -- - - - r 125.85' / \ 3 � � � e EGRESS I I�o / / _ - - _ - _ - _ - _ - _ - _ - _ _ _ _ �I `O+z 1. / C4 I NDBUIID EASEMENT UNE I� omom w gg D4 / 1 / I_ J P5 ox -_ s EG ESS 36.61' �o j IIP1 o_zmz m 'Ic' ---------------- SITE PLAN SCALE: 1/16" =1'-0' + + + 0� L Z G m C 4' 8' 16' i1 32' � Z SITE AREA: 23,884 SF LOT COVERAGE: 95.91% FAR: 4.65 AVG. ELEV. ABOVE MSL 99.91, SITE PLAN GENERAL NOTES HORMONTALCONTROWMIING'. REFER TO CIVIL DRAWINGS FOR HORMONTAL CONTROL AND FINE GRADING INFORMATON. PEDESTRIAN PAMNG'. REFER TO LANDSCAPE DRAWINGS FOR PEDESTRIAN PAMNG TYPES AND FINISHES. CONCRETE FINISHES: ALL CONCRETE AT EQUIPMENT PADS, TRASH ENCLOSURES, ETC. TO BE MEDIUM BROOM FINISH U O.N. EXPANSION JOINTS'. PROMDE 1? WIDE EXPANSION JOINTS WITH SEALANT WHERE PAVING ABUTS BUNTINGS, COLUMNS, OR OTHER STRUCTURES. T PAYNG 001011, SEPLWTCOI-OR ttI MATSITEN PLAN KEYNOTES DETAIL <e> DRIVEWAY: REFER TO CIVIL DRAWINGS FOR 150AIRPORTBLVD. SHOWN FOR REFERENCE, OSTREETLIGHT; REFER TO CIVIL DRAWINGS OSTORM -ER BIOFILTRATION SYSTEM; REFER TO CIVIL B PLUMBING DRAWINGS - OTRANSFORMER PER POSE DRAWINGS - OUGHTANDAIREASEMENT ORELOCATED BUS STOP C7 3' CONUITFORFUTUREFIBERINS—IINSEEJ0INTTRENCHUTMTYDRAWINGSINOFF-SITE ENGINEERING PERMIT. L1 PUNTER AREA; REFER TO IANDBCAPE DRAWINGS OSTREET TREE IN POT', REFER TO OFFSITE LANOSCME DRAWINGS - OSHORT TERM BICYCLE PARKNG: REFER TO LANDSCAPE.-ING. Ai GARAGE ENTRY OVERHEAD ROLLUP GRILLE _ OACCESSIBLE PARKING ENTRY SIGN, WALL MOUNTED . OACCESSIBLE PARKING STALL 61 A0.90 OEMERGENCY ACCESS KEY PAD FOR POLICE ACCESS - ORECESSEOKNOXBOXMEYSWITCHFORRREDEPARTMENTACCESS.SURFACEMOUNTATGATE10008 AS ATCDNC.WALLS - ORECESSED KEY SWITCH FOR PG&E ACCESS _ A7 RECESSEDTELEPHONEEMRYDIRECTORYSYSTEM OEXTERgRSTNR UP. PODIUM LEVEL. PROVIDE KEYPAD ENTRY PER POLICEENTRY. OACCESSIBLE PARKING SIGN UN -HOMED PARKING SIGN. 61 A8.90 P1 BACKFLOW PREVENTER-FIRE PROTECTION,DOMESTq WATER B IRRIGATION; REFER TO PLUMBING DRAWINGS P2 FIREDEPARTMENTCONNECTION _ RESIDENTIAL GAS METERS COMMEl-GAS-1111 FUTURE METER p4 GREASE INTERCEPTOR MANHOLE ACCESS _ PS EMERGENCY GENERATOR 10111/11 AIRPORT. SHOWN FOR REFERENCE; SEE 111101 BLMD PERMIT SITE PLAN LEGEND DETAIL ACCESSIBLE ROUTE PERCBC 118403.405 A CONTINUOUS UNOBSTRUCTED PATH CONNECTING ACCESSIBLE ELEMENTS AN SPACESOFANACCESSIBLE SIIE,BUILDINGORFACIUTYTHATCANBE NEGOTIATED BY A PERSON WITH DISABILITY USING A WHEELCHAIR, ANDTHAT B ALSO SAFE FORAND USABLE BY PERSONS WITH OTHER DISABILITIES. -111 ROUTES MAY INCLUDE PARNINGACCE35AGIES,CURB RAMPS, CROSSWALKS AT VEHICULAR WAYS, WALKS,RAMPSANDUFTS ACCESSIBLE PARKING SPACE PER CBC 118.502 BI AS.90 ACCESSIBLE CURB RAMP WI -ICE W ICE GROOVED BORDER AND DETECTABLE WARNING SURFACE PER CBC 111341A SEE CML PUBLIC IMPROVEMENT DRAWINGS SI A1.20 ACCESSIBLE BUILDING ENTMNCEFROVIDE INTERNATIONAL SYMBOL OF �C ACCESSIBIUTY ENTRANCE SIGN (S- DECAL MOUNTED BETWEEN 3' A' TO 3'8 A.FF.CENTERED ON SINGLE DOORS, CENTERED ON RIG TPANEL OFDOUBLE DOORS)PERCBC11B404 FIRE HYDRANT LOCATED 6 FROM FACE OF CURB WI BLUE REFLECTIVE PAVEMENT /N MARIffR, CFC 507(FROVIDE 3A' DIA MIN. CLEAR AREA, CFC 507.5.5) D PRECAST CONCRETE WHEELSTOP PA PLANTERAREA 321713 _ W N 0 v �Lu x do J Q mU > z J K of 00 a'l F_ Ofz oU) O N F - o Q N O O CV ?020.05.04 5TH PLAN CHECK SET 102002.28 4TH PLAN CHECK SET 1020 01.31 3RD PLAN CHECK SET 101912.20 ID PLAN CHECK SET 101910.14 IST PLAN CHECK SET 1019.09.23 DESIGN DEVELOPMEN 1019.07.29 SCHEMATIC DESIGN SERIES: PRELIMINARY NOT FOR CONSTRUCTION IROJECT NO: 898.00 -ILE NAME: IRAYVN BY. CHECKED BY: Au1Mr Ch. - 'LOT DATE: MkilmlaMO A1.0 EXHIBIT "D" Plaza Construction Obligations 3571145.1 9 o a o I 0 U 4 _FER TO DWG A103 FOR ARCHITECTURAL SITE _AN NOTES. DNCRETE HAS A SCORED PATTERN 4FT X SFT. JDERPASS GRID ORIGIN POINT IS CENTERED ON JDERPASS "PX" LINE. _AZA CONCRETE HAS SCORED PATTERN. PLAZA RID IS PARALLEL TO "PX" LINE AND 56'/124' ZOM "PX" LINE & PERPENDICULAR FROM NORTH (TENTS OF PAVING. SEE DWG A121 FOR JLARGEMENT PLAN. —1 WALL FINISH TILE CLADDING TO BE APPLIED ) WALLS. SEE SPECIFICATIONS. —2 WALL FINISH PENICKCRETE SURFACE ZEATMENT WITH LAMP BLACK INTEGRAL COLOR ) MATCH SAMPLE 16-062B—SD OR EQUAL AS DPROVED BY PROJECT ENGINEER. _E SPECIFICATIONS FOR P-1 & P-2 CONCRETE _RIFY LOCATION OF BENCHES WITH LANDSCAPE 2CHITECT IN FIELD PRIOR TO INSTALL. PLAN 20' 0 20' 40' GRAPHIC SCALE DESIGNED DEPUTY DIRECTOR CADD RUE NAME CARD DATE T. BU LAN FESS/ ���� PENINSULA CORRIDOR JOINT POWERS BOARD 0 oea0 °koY S. CHAD SSFA101-1 06192020 NR CZARNICK w�� JAMES AI. Fy PROJECT MANAGEMENT gCpLE Z CHECKED h Cox c HNTBCORPORATION Cal*® C. BERNARDO SOUTH SAN FRANCISCO STATION IMPROVEMENTS 1"=20' n 1111 Broadway, 9th Floor B. ELROD 1 5 n Oakland, CA 94607 STRUCTURES CONTRACT NO MILEPOST IN CHARGE E,m. 630 19 C.CHEN ARCHITECTURAL SITE PLAN 17—J—C-063 8.8-9.6 D. PARKER—KING �� Rw� �-12 Sancurios Avenue TRACK CIVIL DWG NO REV PAGE NO cnLt APPRovED sa Carlos, cA s4o7o 06192020 E. STOCKLMEIR SHEET 3 OF 5 Al 05 1 146 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 (i) install and maintain certain improvements as a part of the Project consisting of landscaping, irrigation, overhead protection, and special paving ("Project Improvements"), which are located within a portion of the Public Right -of -Way area depicted on Exhibit B-1, attached hereto ("Right -of -Way Maintenance Area") and (ii) provide routine maintenance to certain improvements ("Caltrain Plaza Improvements") constructed by the City on and within a portion of the City owned parcel at 296 Airport Boulevard APN 012-338-160 containing a public area known as the Caltrain Station Plaza ("Caltrain Plaza Area") depicted on Exhibit B-2, attached hereto. The Right -of -Way Maintenance Area and the portion of Caltrain Plaza Area containing the Caltrain Plaza Improvements shall be referred to collectively herein as the "Maintenance Area." -1- WHEREAS, The City has approved (i) the encroachment of certain portions of the Project consisting of above -grade building overhead protection improvements extending approximately four (4) feet into the Right -of -Way Maintenance Area and the Caltrain Plaza Area and (ii) certain non -permanent encroachments within the Caltrain Plaza Area fronting the retail portions of the Project consisting of patio seating, tables, umbrellas, low fencing and similar outdoor restaurant appurtenances (collectively, 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 (i) Owner will perform certain maintenance work on improvements within the Maintenance Area, including maintaining the Project Improvements and the Caltrain Plaza Improvements and (ii) 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 1. Maintenance Obligations. Owner shall, at its sole cost and expense, except as expressly provided below, (a) install and maintain the Project Improvements and maintain the Caltrain Plaza Improvements within the Maintenance Area in accordance with the Conditions of Approval and the City's maintenance standards attached hereto and incorporated herein as Exhibit C (the "Maintenance Obligations"). The Maintenance Area must be kept in a reasonably clean and usable condition at all times. Owner's maintenance obligations include, but are not limited to, the following activities: trash clean-up, power washing, paver sweeping, graffiti removal, and vegetation management as periodically required in accordance with the City's maintenance standards contained in Exhibit C; provided, however, that Owner shall have no obligation to make any capital repairs or replacements of or to any portion of the the Caltrain Plaza Improvements whatsoever. Owner shall be obligated to make minor repairs and replacements of and to the Project Improvements within the Right -of -Way Maintenance Area, such as repair and replacement of pavers that are damaged due to vandalism and normal wear and tear, and routine replacement/replenishment of vegetation. Owner's maintenance obligations do not include (i) any major capital repairs or replacement, such as rebuilding hardscape in the event of substantial destruction due to accident, natural disaster or vandalism (other than the replacement of pavers and the removal of graffiti within the Right -of -Way Maintenance Area), or (ii) replacement of the Project Improvements once they have exceeded their useful life. Irrigation water for maintenance of the Project Improvements within the Right -of -Way Maintenance Area shall be provided by Owner. Irrigation water and electricity service for maintenance of the Caltrain Plaza Improvements within the Caltrain Plaza Area shall be provided by the City. In the event that a condition of the Maintenance Area requires immediate attention due to a dangerous, unsafe or unsanitary condition, including but not limited to, dumped refuse, broken or dangerous pavers, the City may request that Owner promptly address the condition. If Owner does not respond and remedy the condition to the reasonable satisfaction of the City within twenty-four (24) hours) hours, then the City may take reasonable action to remedy the condition and bill Owner for the actual out-of-pocket cost and reasonable administrative expenses thereof. In addition, in the event that Owner fails to perform the general maintenance components of the Maintenance Obligations, City may notify Owner of the deficiency and if Owner fails to proceed to perform the maintenance -2- within ten (10) business days after delivery of such notice, then the City may take reasonable action to perform the maintenance on Owner's behalf and charge owner for the actual out-of-pocket cost of such maintenance and reasonable administrative expenses. 2. Consent to Encroachments. City hereby consents to the existence of the Encroachments within the Right -of -Way Maintenance Area and the Caltrain Plaza 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 and replace (assuming that such repair or replacement does not materially expand the size or intensity of Owner's initial encroachments) the Encroachments located within the Right -of -Way Maintenance Area and may use, maintain, and repair the Encroachments located within the Caltrain Plaza Area. Owner shall not construct, or add new or additional encroachments on or within the Right -of -Way Maintenance Area or the Caltrain Plaza Area other than the Encroachments contemplated herein 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 Maintenance Area. Owner shall be responsible for: (i) any damage to City street pavements, existing utilities, curbs, gutters, sidewalks within the Maintenance Area to the extent caused by (a) Owner's installation, maintenance, repair or removal of the Project Improvements within the Right -of -Way Maintenance Area and/or (b) Owner's maintenance activities relative to the Caltrain Plaza Improvements within the Caltrain Plaza Area, (ii) costs for issuance of permits and initial 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. For clarification and avoidance of doubt, Owner shall not be obligated to repair, restore or replace any portion of the Project Improvements or the Caltrain Plaza Improvements to the extent that the damage thereto is caused by the City, its employees, officers or agents or by any third party (except for the replacement of broken pavers and/or the removal of graffiti within the Right -of -Way Maintenance Area pursuant to Section 1 above). (iv) 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 the Project Improvements from the Right -of -Way Maintenance Area. If the Right -of -Way Maintenance Area to be used by Owner for the installation of Project Improvements has pre-existing installation(s) placed in the Right -of -Way Maintenance Area, Owner shall assume the responsibility to verify the location of the pre-existing installation and notify the City and any third party owner of such pre-existing installation of Owner's proposed installation. The reasonable and documented out-of-pocket cost of any work required by such third party owner of such pre-existing installation to provide reasonably sufficient space and/or -3- clearance to the extent required to accommodate Owner's installation of the Project Improvements in the Right -of -Way 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 the Project Improvements within the Right -of -Way Maintenance Area. 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 Encroachments and 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 Right -of -Way 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 and Project Improvements installed within Right -of -Way Maintenance Area. 6. Reimbursement of City Expenditures. In the event that the City pursuant to Section I of this Agreement or otherwise expends any funds for labor, use of equipment, supplies, materials, and the like due to Owner's failure to keep the Maintenance Area in good working order as expressly provided herein, Owner shall reimburse City for the actual out-of-pocket costs and reasonable administrative expenses thereof incurred by the City hereunder to perform such Owner obligations in accordance with Section I above within thirty (30) days following written demand therefor. If such costs and expenses are not paid within such thirty (30) day period, the City may assess Owner the actual out-of-pocket costs of the work and reasonable administrative expenses. Such assessment shall be a lien against the Property or may be placed on the property tax bill and collected as ordinary taxes by the City. The actions described in this Section 6 are in addition to and not in lieu of any and all legal remedies as provided by law and, available to the City as a result of Owner's failure to perform the Maintenance Obligations. 7. 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 reasonably acceptable to City) and hold harmless City, its officers, employees and agents (each a "City Indemnified Party") from and against any and all third party 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 arising out of the installation, use and/or maintenance of the Encroachments, the Project Improvements within the Right -of -Way Maintenance Area and/or to the extent resulting from the maintenance activities of Owner within the Maintenance Area as described in this Agreement, except to the extent arising from the City's or any City Indemnified Party's willful misconduct or negligent acts or omissions. 8. Insurance. Owner shall ensure that all contractors performing work on the Project Improvements and/or in the Maintenance Area shall procure and maintain for the duration of any installation, replacement and/or maintenance work hereunder "occurrence coverage" insurance against claims for injuries to persons or damages to property which may arise from or in connection with the Project Improvements. M 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. -5- 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. C) 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. e. Acceptability of Insurers: Insurance is to be placed with insurers with a Bests' rating of no less than A:VII. f. Verification of Coverage: Owner shall furnish City with certificates of insurance and with original endorsements effecting coverage required by this clause concurrently with the execution and delivery of this Agreement. 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. g. Subcontractors: Owner shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each M 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 the foregoing insurance requirements upon a reasonable determination that the coverages, scope, limits and forms of such insurance are either not commercially available or that the City's interests are not otherwise fully protected. 9. Duration of Agreement. This Agreement shall continue in perpetuity unless and until a written 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 Right -of -Way 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. 10. 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. 11. 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 5355 Mira Sorrento Place Suite 100 San Diego, CA 92121 Attn: Jenna Woods -7- 12. 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. Owner shall deliver to the City written notice ("Transfer Notice") of any sale or transfer of the Property to an unaffiliated third party ("Transferee") within three (3) business days following such sale or transfer. The Transfer Notice shall include the identity of the Transferee and related contact information. City shall have the right to require such Transferee to obtain a corporate surety bond in the amount of $50,000 ("Surety Bond") to secure the Owner obligations under this Agreement if the City determines, in its reasonable judgment, that the Transferee does not have the financial standing and ability to perform the Owner obligations hereunder. The City's right to require a Surety Bond shall be exercised, if at all, within thirty (30) days following delivery of a Transfer Notice from Owner. The obligation of any Transferee to maintain a Surety Bond hereunder shall terminate if such Transferee satisfies the Owner obligations hereunder for two (2) consecutive years following the issuance of the Surety Bond; provided, however, that the City shall have the right to require any subsequent Transferee to obtain a Surety Bond in accordance with the provisions of this Section 12. 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 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. 13. 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. 14. Entire Document/Modification. This Agreement constitutes the entire agreement between the parties hereto with respect to the Maintenance Obligations, the Encroachments and the 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. 15. 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. 16. 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. 17. 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. 18. 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. 19. 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-1 — Right -of -Way Maintenance Area Exhibit B-2 — Caltrain Plaza Area Exhibit C — City's Maintenance Standards -10- 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 -11- (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 -12- (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: LOT 1, AS DESIGNATED ON THE MAP ENTITLED "FINAL MAP 200 AIRPORT BOULEVARD", WHICH WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, ON AUGUST 13, 2020 IN BOOK 142, PAGES 99 AND 100 OF MAPS. Exhibit "A" EXHIBIT "B-1" Right -of -Way Maintenance Area [SEE ATTACHED] Exhibit `B" „_ ."fit. i i .�„ � ■ LOBBY J T STAIR ELEC. RM II 150 AIRPORT li BIKE ao2 ROO/ AIRPORT BOULEVARD 1 lr lr �r -3: 0:�3:Q-0f o MWI_M 4 RETAIL 000 0 VACANT LOT - NOT APART XAM ..,... EXHIBIT "B-2" Caltrain Plaza Area [SEE ATTACHED] Exhibit `B" W� 0, SEE 0 X 12 N PLD a s # F OF PAYMENT AT "PX i 1 +85.21 16.00' °° An1fl — X 0 I 0 E U I NOTE: 1. SEE DWG A203 FOR SIGNAGE PLAN NOTES. I PLAN 20' 0 20' 40' GRAPHIC SCALE DESIGNED DEPUTY DIRECTOR CARD FlLE NAME CADD DATE T. BULFIN AFD ARC y�T �INTB �' • S. CHAO PENINSULA CORRIDOR JOINT POWERS BOARD SSFA201-1 06192020 DRAWN �G AGE W. 19 FC'� PROJECT MANAGEMENT SOUTH SAN FRANCISCO STATION IMPROVEMENTS SCALE HNTB CORPORATION N. CZARNICK �e °, C. BERNARDO 1"=20' W /) CHECKED � (TLJ � 1111 Broadway, 9th Floor B. ELROD No.039Oakland, CA 94607 STRUCTURES CONTRACT NO MILEPOST IN CHARGE EXP o, -a1-5 SIGNAGE PLAN-, C.CHEN 17 -J -C-063 8.8-9.6 D. PARKER -KING 1�as D 1250 San Carlos Avenue TRACK/CML DWG NO REV PAGE NO DATE Cp��E "^'— Oj— — San Carlos, CA 94070 06192020 APPROVED E. STOCKLMEIR SHEET 3 OF 5 A205 151 EXHIBIT C City Maintenance Standards [SEE ATTACHED] 405.1314 3574043.1 Maintenance Standards for CalTrain Plaza General The following scope has been established as the base level of maintenance that the City of South San Francisco and Fairfield have agreed to maintain the plaza located at the corner of East Grand Avenue and Airport Boulevard and associated areas. All equipment and materials necessary for this maintenance is to be provided by respective maintenance contractor for each areas maintenance. Both parties shall agree to adhere to these standards of maintenance for designated areas in order to keep a consistent appearance between City maintained areas and Fairfield maintained areas. Coordination Representatives from the City of South San Francisco and Fairfield shall agree to meet every six (6) months to discuss and coordinate maintenance items to increase consistency between the respective maintenance areas. This meeting will not serve as the only avenue for requests, but as a general meeting on agreed upon maintenance standards and related issues. Regular smaller issues shall be dealt with regularly on a daily basis. Hardscapes 1. Pressure washing Pressure washing shall be performed bi-monthly and shall encompass washing of all hardscape pathways and walls. a. All necessary equipment shall be provided by contractor and water will be made available by quick couplers or hose bibs located on site. b. Pressure washing shall be performed at a distance that does not damage concrete and shall be performed at a consistent pattern so as not to leave "streaks" of soiled areas c. Waste water shall not be allowed to enter the storm drain and shall be retained on site or captured before entering the drainage system. 2. Graffiti Graffiti shall be inspected for during regular maintenance frequencies and abated within twenty- four (24) hours of being identified. If graffiti abatement is requested by the City or Fairfield outside of regular maintenance frequency, this request shall be acknowledged and completed within twenty-four (24) hours. a. Graffiti shall be removed by conventional cleaners and methods as a first efforts. This includes approved chemical cleaners and pressure washing. b. If conventional cleaning methods do not work, painting may be explored as a last resort effort. All paint colors must be approved with the City and Fairfield prior to painting and all painted areas shall block out the entire area where graffiti is located. This means painting from expansion joint to expansion joint on concrete or similar for other materials. c. Paint is to be provided by the respective property manager for consistency over time. 3. Concrete/Paver Damage Fairfield shall be responsible for repair and replacement of broken or damaged pavers due to vandalism and normal wear and tear. -1- All other concrete damage shall be the responsibility of the City, unless damages are caused by Contractor negligence. This may include pressure washing too closely or damage from driving equipment and vehicles on inappropriate hardscape areas. Plant Material 1. Turf Areas a. Turf area shall aerated, fertilized, and over -seeded two (2) times per year; once in April and once in October. b. There shall be two (2) broadleaf applications made in May and September c. Mowing shall occur on a weekly basis at a height of 2"-3" dependent upon grass species and best management practices. Blades shall be kept sharp and in proper working condition so as not to damage turf. d. Edging shall occur on a weekly basis. This work shall be performed with an edger or weed whip with blade attachment. Blades shall be sharp and shall be set to a depth no more than one (1) inch deep from hardscape edge. 2. Ornamental Plant Material Ornamental plants are defined as any plant species that is not a tree or turf. These species mainly include shrubs under ten feet (10') tall and any ornamental grasses that are not considered "turf'. a. Shrubs shall be pruned on an as needed basis based on species growth rates. All shrubs shall be pruned following proper techniques, preferably using hand pruners. Growth shall be directed by pruning at branch unions. All shrubs shall be left in natural form to the extent possible, but shall be kept from encroaching on walkways or other site amenities. b. "No -Mow" grass and other ornamental grasses shall be left in natural form and trimmed back to its base as needed when/if a majority of grass blades have browned. c. Grasses and Shrubs shall be fertilized once a year using a pelletized, slow release formula that lasts at minimum six (6) months. 3. Trees Trees shall be pruned on a 5-7 year cycle following ISA standards. Work shall be performed by an ISA certified arborist and shall only occur to mitigate poor form, weak branch connections, or dead wood. Young trees shall be trained once established to promote proper form as they mature. Trees shall not be topped or "lion tailed" and heading cuts shall be avoided as trees become mature. a. Turf shall be kept at least twenty-four (24) inches away from the base of all trees planted in turf areas. b. Weed whips shall not be used near the base of trees to avoid damage to the trunk c. Tree mulch shall be applied around the base of trees where applicable to retain moisture and suppress weeds. Mulch will not be piled against the trunks of trees in mulched areas. d. Stakes are to be removed from trees with in three (3) years of original planting. -2- Trash Frequencies Trash Receptacles and Litter All trash bags and equipment related to litter abatement shall be provided by the contractor at the contractor's expense. 3574039.1 a. Trash receptacles are to be emptied at a minimum once per day, but shall be checked and changed as needed. b. Clean up of loose litter shall be performed five (5) times a week; Monday, Tuesday, Wednesday, Thursday, Friday at a minimum. -3- . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-591 Agenda Date: 8/26/2020 Version: 1 Item #: 13. Report regarding a resolution on Social and Racial Equity in South San Francisco, declaring racism as a public health crisis. (Ashley Crociani, Intern -City Manager's Office) RECOMMENDATION It is recommended that City Council approve a resolution on racial and social equity developed by a City Council Subcommittee declaring that racism is a public health crisis. BACKGROUND/DISCUSSION City Council met on August 12, 2020 and discussed creating a resolution to address systemic racism. Mayor Rich Garbarino appointed Councilmembers Nagales and Nicolas to an ad hoc committee to develop a resolution to reaffirm the City of South San Francisco's support for racial and social justice. The subcommittee met and collaboratively developed this resolution on racial and social equity with research from various cities in California. When creating this resolution, the subcommittee referenced the resolutions from Change SSF, as well as the cities of Coachella, Los Angeles, San Mateo, Redwood City, Menlo Park, and San Bernardino. FISCAL IMPACT Approval of this resolution has no fiscal impact. RELATIONSHIP TO STRATEGIC PLAN This resolution relates to Strategic Plan Priority #6, Community Connections, by celebrating diversity and inclusion in the community and Bay Area. CONCLUSION This resolution affirms that racism is a public health crisis which affects our entire city, county, state, and nation, and upholds the City's commitment to meaningfully advance justice, equity, diversity, and inclusion. City of South San Francisco Page 1 of 1 Printed on 8/21/2020 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 #: 20-587 Agenda Date: 8/26/2020 Version: 2 Item #: 13a. Resolution on Racial and Social Equity in South San Francisco, Declaring Racism as a Public Health Crisis WHEREAS, recent deeply disturbing events, including the senseless killings of people of color across our country, have awakened Americans to this injustice and spurred a new level of determination to create a better society; and WHEREAS, the City Council acknowledges that Black lives matter and we stand in solidarity with communities of color, and the hundreds of city residents who exercised their right to peacefully protest against racism and police brutality; and WHEREAS, the City Council seeks to actively lead and/or join efforts to reverse the effects of the inequitable policies, processes, and practices of the past, and recognizes that it has a role to play in understanding and communicating the impacts that planning decisions have on low income families, communities of color, and other disadvantaged communities; and WHEREAS, communities of color, working class residents, and people with disabilities are more likely to experience poor health outcomes as a consequence of health inequities and access to health care systems; and WHEREAS, the City Council strives to build understanding and engage our diverse community in creating pathways to equality and justice for all; and WHEREAS, members of the City Council believe in the values of equity, equal justice and equal opportunity, and are dedicated to diversity, inclusion, and social justice as they are core parts of who we stand for; and WHEREAS, statements are important, but actions are critical. How we move forward will testify to the sincerity and commitment of our respect and love for others. Recent events nationwide present an opportunity for growth, by appreciating and embracing those in the Black community, all people of color, and all communities; and WHEREAS, the City of South San Francisco is not immune to injustices including racism, sexism, anti- Semitism, Islamophobia, homophobia, and other forms of bias or discrimination; and WHEREAS, throughout history, racism has manifested as discrimination and oppression directed toward specific populations, their communities, and succeeding generations resulting in trauma, terror, and long-term physical and mental health impairments. NOW, THEREFORE BE IT RESOLVED that the Mayor and the City Council of South San Francisco declare the following: 1. We affirm that racism is a public health crisis affecting our entire city, county, state and nation, and results in disparities in health and mental wellness, education, employment, economic development, and criminal justice. 2. We are committed with those working toward a fair and just society, and with those calling for systemic change to City of South San Francisco Page 1 of 2 Printed on 8/27/2020 powered by LegistarTM File M 20-587 Agenda Date: 8/26/2020 Version: 2 Item #: 13a. eliminate barriers that reduce opportunity and undermine City residents' shared values and ability to thrive. 3. We uphold our commitment to meaningfully advance justice, equity, diversity, and inclusion; and pledge to work toward ending racial and social injustice by strengthening partnerships with the community. 4. We continue to advocate for policies that improve health in communities of color, and support local, state, regional, and federal initiatives that advance efforts to dismantle systemic racism. City of South San Francisco Page 2 of 2 Printed on 8/27/2020 powered by LegistarTM From: Aristel Delacruz To: All at City Clerk"s Office Subject: Agenda Items 13 and 15 Date: Wednesday, August 26, 2020 2:21:47 PM Hello Council, Government Code Section 54957.5 SB 343 Agenda: 8/26/2020 Item # 13 Remote Public Comments ITEM 13: I am emailing you all in support of declaring racism a public health issue. The data and research affirms the existence of racism and racial disparities in various institutions such education, government, job market, medical care, etc. The disparities are not the outcome of individual actions but are the outcome of the history of racism in America that has carried over from one generation to the next. I hope that voting to approve this declaration will be a start for the council and the the city of South San Francisco to begin enacting policies that authentically address racism, which includes but are not limited to, funding our schools, providing rental assistance, and assessing the measures that hold police officers accountable for misconduct. ITEM 15: I am also emailing you all in support of changing the name Columbus Day to Indigenious people's day. It has been long proven from Columbus' personal jounral entries that he has engaged in murder and rape of indigenious people. Denouncing Columbus is not to be confused with denouncing white people or Europeans, it is merely denouncing his actions that have led to the gencocide of Indigeneous people. It is imperative that as a nation with a racist past that we take steps to heal from that. This is one of many steps that this council can take. Thank you for your time. Aristel de la Cruz Educator in SSF . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File M 20-115 Agenda Date: 8/26/2020 Version: 1 Item M 14. Report regarding a resolution awarding a construction contract to Graham Contractors, Inc of San Jose, California for the 2020 Surface Seal Project (Project No. st2103) in an amount not to exceed $2,145,317.45 and authorizing a total construction budget of $2,510,317.45 (Angel Torres, Senior Civil Engineer) RECOMMENDATION It is recommended that the City Council adopt a resolution awarding a construction contract to Graham Contractors, Inc. of San Jose, California for the 2020 Surface Seal Project (Project No. st2103) in an amount not to exceed $2,145,317.45 and authorizing a total construction budget of $2,510,317.45. BACKGROUND/DISCUSSION The 2020 Surface Seal Project will rehabilitate approximately 349,000 square yards of City streets with the application of a mixture of water, asphalt emulsion, aggregate (very small crushed rock), and additives to existing asphalt pavement surface. A slurry seal is similar to a fog seal except the slurry seal has aggregates as part of the mixture. This combined mixture of the emulsion and aggregates represents "slurry." Polymer is commonly added to the asphalt emulsion to provide better mixture properties. The placement of this mixture on existing pavement is the "seal" as it is intended to seal the pavement surface. Slurry seals are generally used on residential streets to create non -slippery and durable pavement surfaces. The work on this project includes concrete curb and gutter, ADA ramp upgrades, PCC valley gutter, base repairs, skin patches, crack sealing, polymer modified type II slurry seal, and the reinstallation of painted red curbs and thermoplastic striping and pavement markings. The project also includes solar speed feedback signs, solar rectangular rapid flash beacon, and HMA speed humps. Staff advertised a notice inviting new bids for the project on July 2, 2020, and July 9, 2020. On July 30, 2020, staff received four bids in response. The lowest responsible bidder was Graham Contractors, Inc. of San Jose, 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. Public Works contracts are ordinarily awarded to the lowest responsible bidder whose bid is responsive to the solicitation. (Public Contract Code §20166.) The following is a summary of all bids received: Graham Contractors, Inc. of San Jose, California Pavement Coatings Co. of Jurupa Valley, California VSS International, Inc. of Sacramento, California Intermountain Slurry Seal, Inc. of San Jose, California The Engineer's estimate is: Base Bid Amount $2,145,317.45 $2,241,700.00 $2,285,120.00 $3,038,038.00 $2,484,141.00 City of South San Francisco Page 1 of 2 Printed on 8/21/2020 powered by LegistarTM File #: 20-115 Agenda Date: 8/26/2020 Version: 1 Item #: 14. The project budget is: Graham Contractors, Inc. Construction Contract $2,145,317.45 Construction Contingency (10%) $215,000.00 Construction Management Construction Administration (7%) $150,000.00 Total Project Budget $2,510,317.45 The construction contingency will be used for any additional costs related to design changes during the construction operations. There are no Disadvantaged Business Enterprise (DBE) requirements since no federal funds are being utilized on the project. F1 TNDTNG This project is funded by Measure W and General Funds, and the project is included in the City of South San Francisco's Fiscal Year 2020-21 Capital Improvement Program (Project No. st2103) with sufficient funds allocated to cover the project cost. RELATIONSHIP TO STRATEGIC PLAN Approval of this action will contribute to the City's Strategic Plan outcome of improved Quality of Life by maintaining and improving infrastructure to serve the public. CONCLUSION Awarding the construction contract to Graham Contractors, Inc. of San Jose, California, for the 2020 Surface Seal Project will prolong the useful life of the street that will receive this surface treatment and will help the City maintain the City's Street Pavement Index at an acceptable level. Attachments: 1. Vicinity Map 2. Presentation City of South San Francisco Page 2 of 2 Printed on 8/21/2020 powered by LegistarTM Feature Legend Surface Seal City of South San Francisco ,7 V 01 PMP - 2020 Street Surface Seal Project Attachment 1 - Vicinity Map 1 0 it d J -110 '00 1 U IN 1cJ�'� i 0 0���QR'_\, C/ _%,, Ml O ��0 000Q00 �> a �o - ♦ b 0 Q �y � encia [ fIeP `11,7 �� IS " O ✓UC= f no less Rd Pavement Management Program 2020 Street Surface Seal Project �3rVIA SAIVp %m'ww.I. V . . I As"I! --- . . C� O LO:ZIFOR�� zozo Street Surface Seal Speed Cushions Paradise Valley/Pecks Lot Neighborhood Intersection/Traffic Calming Contractor Bids Project Budget Q&A 020 Street Surtace � �,, ,,� O�a �,, �. � > \ � Pie ��� tQn co -ck ,p Y04 F Street Surface SAME ROAD 1.5 HOURS LATER t i r Reduces passenger car speed, while allowing unimpeded passage to emergency vehicles IcKinley © o Bar &... o 0k, °o CIO Verizor FZ a,4B �qe a 7 laId's 0 di s 000 0 N 0 Los Cerritos Elementary School Legend o Proposed Speed Cushions South San Francisco High School Note: Locations shown are approximate - 5'1 3S.^Fra^clac°Df pG\t 3TPf C1, &Ivor d' / s� q ^ 3/STPr Gies &1Va^Fre^crs o Dr �'bTe st hAve a sse Legend m Srsfer nFr°^csc°Dr Proposed Median Striping Re^ Q4S P \aa. Naye era Sg Fre^crsCODr Proposed Speed Cushion 0r o Proposed Speed Feedback Signs S'stef�; 3sa^F Intersection Improvements 4IPSB1yd rdrMrsPpDr SS Te^ / `enclsco0r �ca�`,. °3 rCr eS e/y 'lio 9ye ``` \ter 4Wa � ka^tlOfphq�e d 5+131B Z m 0 r CitfAS Bl AY a e c�G vpoinfc vrei� F N, d 9 S1S1Pr CflfAs Blva Franklin A+e � �` do 9P (� cis � '� ganBo Sr31Pl C1jjPS Parades Valley Pocket T d � a rAhgve ar„d BfSterCltlPs Hill --_ �G "epc cP,m 9/ya �oL� Recreation x e¢ qct Center n` Gardiner/Park pyo � • e 4 . a¢ rCh'Q�e gQ+J ' Martin Elementary School Scr000 9�°a gyro m y0jni %r. � p 0a +OQO Note: Locations shown ar'egpproximate P ° BP SP �`�a„P r Unden pye 0�,aPie Dubuque New Ramps Flashing Pedestrian Crosswalk Beacon for Crosswalk s 4 C O m m ryN g VL Ik", 4¢ 11 V ro 4 Paradise Valley Pocket Park h'ilfsi�e,�,.. � Hillside Recreation Center ftftftm — mftftft..� Pyla V Note: Locations shown are approximate New High Visibility Crosswalks Proposed Locations Spruce Ave. South of Leo Cir. Prevent speeding toward school Maple Ave. between Aspen and Spruce Chapman Ave. between Green and Madrone 9 YOUR SPEED Solar Powered Requires little space 10 3 VSS International, Engineer's Graham Pavement Intermountain Estimate Contractors, Inc. Coatings Co. Inc. Slurry Slurry Seal, Inc. San Jose, CA Sacramento, CA west Sacramento Reno, NV TOTAL BASE BID Project awarded on $2,484,141.00 $2,145,317.45 $2,241,700.00 $2,285,120.00 $3,038,038.00 lowest Total Base Bid 10 Construction Contract $2,145,317.45 Construction Contingency (10%) $ 215,000.00 Construction Management (7%) $ 150,000.00 Total Project Budget $2,5101317.45 11 W. LI 9q OT f 46 wg wt q JIM 1p - r '�,i ter• - - 7 J " rz - .91F L �• �'' kO- . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-116 Agenda Date: 8/26/2020 Version: 1 Item #: 14a. Resolution awarding a construction contract to Graham Contractors, Inc. of San Jose, California for the 2020 Surface Seal Project (Project No. st2103) in an amount not to exceed $2,145,317.45 and authorizing a total construction budget of $2,510,317.45. WHEREAS, the 2020 Surface Seal Project will rehabilitate approximately 349,000 square yards of City streets; and WHEREAS, Graham Contractors, Inc. of San Jose, California was the lowest responsible bidder and provided competitive unit prices; and WHEREAS, staff recommends awarding the construction contract to Graham Contractors, Inc. of San Jose, California in an amount not to exceed $2,145,317.45, which is the total for the base bid; and WHEREAS, the City Council authorized a project budget of $2,145,317.45, with additional $215,000.00 contingency, with a Construction Management and Administration Allowance of $150,000.00, totaling a project budget of $2,510,317.45; and WHEREAS, the project is included in the City of South San Francisco's Fiscal Year 2020-21 Capital Improvement Program (Project No. st2103) with sufficient funds allocated to cover the project cost; and 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 2020 Surface Seal Project to Graham Contractors, Inc. of San Jose, California, in an amount not to exceed $2,145,317.45 conditioned on Graham Contractors, Inc.'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. BE IT FURTHER RESOLVED the City Council authorizes a total Project construction budget of $2,510,317.45 and authorizes the City Manager to utilize unspent amount of the total Project, if necessary, towards additional construction contingency budget. BE IT FURTHER RESOLVED the City Council authorizes the Finance Department to establish the Project Budget consistent with the information contained in the staff report. BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute the construction contract in substantially the same form as Exhibit A and any other related documents on behalf of the City upon timely City of South San Francisco Page 1 of 2 Printed on 8/27/2020 powered by LegistarTM File #: 20-116 Agenda Date: 8/26/2020 Version: 1 Item #: 14a. submission by Graham Contractors, 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 8/27/2020 powered by LegistarTM EXHIBIT A - DRAFT FORM OF AGREEMENT 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 Graham Contractors, 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 2020 STREET SURFACE SEAL PROJECT; PROJECT NO.ST2103; BID NO. 2642; 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. The Contract Documents. The complete Contract consists of the following documents: (A) Notice Inviting Bids (B) Addendum '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 12 (C) Part I — Submitted Proposal (as accepted) (D) This Agreement, including Contractor's Payment Bond, Faithful Performance Bond and Guaranty Bond. (E) Part II — General Conditions (G) 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 (H) Part IV — Project Plans, approved June 8, 2020 (1) 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: 2020 STREET SURFACE SEAL PROJECT PROJECT NO.ST2103; BID NO. 2642 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 Page A-2 of 9 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 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. Page A-3 of 9 (5) Notify all subcontractors and suppliers that the contract is being terminated and that their contracts or orders are not to be further performed unless otherwise authorized in writing by the Engineer. (6) Provide the Engineer with an inventory list of all materials previously produced, purchased or ordered from suppliers for use in the Work and not yet used in the Work, including its storage location, and such other information as the Engineer may request. (7) Dispose of materials not yet used in the Work as directed by the Engineer. It shall be the Contractor's responsibility to provide the City with good title to all materials purchased by the City hereunder, including materials for which partial payment has been made as provided in Section 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. Page A-4 of 9 (D) The total compensation to be paid to the Contractor shall be determined by the Engineer on the basis of the following: (1) The reasonable cost to the Contractor, without profit, for all work performed under the contract, including mobilization, demobilization and work done to secure the project for termination. In determining the reasonable cost, deductions will be made for the cost of materials to be retained by the Contractor, amounts realized by the sale of materials, and for other appropriate credits against the cost of the work. When, in the opinion of the Engineer, the cost of a contract item of work is excessively high due to costs incurred to remedy or replace defective or rejected work, the reasonable cost to be allowed will be the estimated reasonable cost of performing such work in compliance with the requirements of the plans and specifications and the excessive actual cost shall be disallowed. (2) A reasonable allowance for profit on the cost of the work performed as determined under Subsection (1), provided the Contractor establishes to the satisfaction of the Engineer that it is reasonably probable that the Contractor would have made a profit had the contract been completed and provided further, that the profit allowed shall in no event exceed four (4) percent of said cost. (3) The reasonable cost to the Contractor of handling material returned to the vendor, delivered to the City, or otherwise disposed of as directed by the Engineer. (4) A reasonable allowance for the Contractor's administrative costs in determining the amount payable due to termination of the contract. (5) A reasonable credit to the City for defective or incomplete work not corrected. All records of the Contractor and subcontractors necessary to determine compensation in accordance with the provisions of this Section 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". (B) Comprehensive General Liability Insurance. Page A-6 of 9 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 (2) Property Damage Liability: $ 500,000 each occurrence $1,000,000 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 Page A-7 of 9 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. 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: 14. 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 nine (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. Page A-8 of 9 ATTEST: City Clerk ATTEST: CITY: City of South San Francisco, a municipal corporation 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. 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 Name Signature Approved as to form: City Attorney Date Contractor: Title Name Signature Attest: City Clerk . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-539 Agenda Date: 8/26/2020 Version: 1 Item #: 15. Report regarding consideration of renaming Columbus Day in the City of South San Francisco. (Ashley Crociani, Intern -City Manager's Office) RECOMMENDATION It is recommended that the City Council adopt a resolution renaming Columbus Day to a name selected by the Council. BACKGROUND/DISCUS SION Columbus Day is one of ten federal holidays recognized in the United States, celebrated every second Monday of October. It is also observed by the City of South San Francisco, and is included as a paid holiday in the existing Memorandums of Understanding of represented employee groups. Traditionally the holiday commemorates the arrival of Christopher Columbus in the Americas, although for many people it has come to represent the contributions of Italian Americans. In recent years the history of the Columbus expedition has been interpreted within the context of the enslavement and decimation of local populations, and the path that was opened for European colonization of lands inhabited by native people. The observance of Columbus Day was agendized for discussion at a City Council Study Session on July 21, 2020. Councilmembers acknowledged the many important contributions of Italian Americans, but also noted that the history of native peoples has not been accurately represented nor fully recognized. Consideration was also given to celebrating the ethnic diversity of South San Francisco, as well as its rich history as the "Industrial City." Several names were suggested as alternatives to honoring Columbus as a hero, including the following: - Indigenous People's Day - Native American Day - Ethnic Diversity Day - Ethnic Heritage Day - Industrial City Day City Council directed that renaming Columbus Day be agendized at a regular City Council meeting, with further consideration given to selecting one of these, or potentially other, alternative names for the holiday. Staff surveyed neighboring cities in San Mateo County and found that of the 13 cities that responded, eight agencies do not observe Columbus Day; three observe the holiday, with two of the three considering changing the name; one city, Burlingame, observes Indigenous Peoples Day; in one City, Pacifica, Columbus Day is observed by Public Safety groups only. The County of San Mateo observes Italian American Heritage Day, and recently added Indigenous Peoples Day, observing both on the same day. Changing the name of this holiday will not have any material impact on the City's Memorandum of Understanding (MOU) agreements with employee bargaining groups. Employee groups were notified of the proposed change and invited to share any input or concerns; those that responded were supportive. STRATEGIC PLAN Consideration of this information relates to Strategic Plan Priority #1: Workforce Development, by demonstrating cultural and racial sensitivity; as well as Strategic Plan Priority #6, Community Connections, by celebrating diversity and inclusion in the community and Bay Area. City of South San Francisco Page 1 of 2 Printed on 8/21/2020 powered by LegistarTM File M 20-539 Agenda Date: 8/26/2020 Version: 1 Item #: 15. FISCAL IMPACT Changing the name of the Columbus Day holiday will have no fiscal impact. CONCLUSION It is recommended that City Council consider the additional or alternative significance behind Columbus Day to be commemorated by a city-wide holiday, along with a change in the name as selected by the Council, in effect beginning October 12, 2020. City of South San Francisco Page 2 of 2 Printed on 8/21/2020 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 #: 20-552 Agenda Date: 8/26/2020 Version: 1 Item #: 15a. Resolution regarding changing the name of Columbus Day in the City of South San Francisco WHEREAS, Columbus Day is one of ten federal holidays recognized in the United States, which is celebrated every second Monday of October; and WHEREAS, Columbus Day has traditionally been observed by the City of South San Francisco, and is included as a paid holiday in the existing Memorandums of Understanding of represented employee groups; and WHEREAS, Columbus Day commemorates the arrival of Christopher Columbus in the Americas, and has also come to represent the contributions of Italian Americans; and WHEREAS, in recent years the history of the Columbus expedition has been interpreted by many within the context of the enslavement and decimation of local populations, and the path that was opened for European colonization of lands inhabited by native people; and WHEREAS, the history of native peoples has not been accurately represented nor fully recognized; WHEREAS, the majority of cities in San Mateo County do not observe Columbus Day; and WHEREAS, the City Council would like to shift the narrative of this City holiday to focus attention and reflection on the history of native peoples and the impact and legacy of European colonization, and the history and ethnic diversity of South San Francisco. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco hereby approves changing the name of the Columbus Day holiday observed by the City of South San Francisco to Indigenous Peoples' Day effective October 12, 2020. City of South San Francisco Page 1 of 1 Printed on 8/27/2020 powered by LegistarTM From: Aristel Delacruz To: All at City Clerk"s Office Subject: Agenda Items 13 and 15 Date: Wednesday, August 26, 2020 2:21:47 PM Hello Council, Government Code Section 54957.5 SB 343 Agenda: 8/26/2020 Item # 15 Remote Public Comments ITEM 13: I am emailing you all in support of declaring racism a public health issue. The data and research affirms the existence of racism and racial disparities in various institutions such education, government, job market, medical care, etc. The disparities are not the outcome of individual actions but are the outcome of the history of racism in America that has carried over from one generation to the next. I hope that voting to approve this declaration will be a start for the council and the the city of South San Francisco to begin enacting policies that authentically address racism, which includes but are not limited to, funding our schools, providing rental assistance, and assessing the measures that hold police officers accountable for misconduct. ITEM 15: I am also emailing you all in support of changing the name Columbus Day to Indigenious people's day. It has been long proven from Columbus' personal jounral entries that he has engaged in murder and rape of indigenious people. Denouncing Columbus is not to be confused with denouncing white people or Europeans, it is merely denouncing his actions that have led to the gencocide of Indigeneous people. It is imperative that as a nation with a racist past that we take steps to heal from that. This is one of many steps that this council can take. Thank you for your time. Aristel de la Cruz Educator in SSF . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-515 Agenda Date: 8/26/2020 Version: 1 Item #: 16. Report regarding a resolution awarding a consulting services agreement to WSP of San Francisco, California for Phase 1 advisory services in forming a public private partnership for a new Downtown parking garage in an amount not to exceed $366,325 and authorizing the City Manager to proceed with amending the scope and approving additional budget for a potential Phase 2 of the project including procurement. (Heather Ruiz, Management Analyst I) RECOMMENDATION Staff recommends that the City Council adopt a resolution awarding a consulting services agreement to WSP of San Francisco, California for Phase 1 advisory services in forming a public private partnership for a new Downtown parking garage in an amount not to exceed $366,325 and authorizing the City Manager to proceed with amending the scope and approving additional budget for a potential Phase 2 of the project including procurement. BACKGROUND In 2016, a parking study was conducted by CDM Smith to review the existing parking conditions and parking forecast demands in the downtown area. The parking study found that by 2026 an additional 228 parking spaces would be needed in Downtown South San Francisco during the lunch hour (12:00 to 1:00 p.m.) and dinner rush (6:00 to 8:00 p.m.). These findings were validated by Kimley-Horn in November 2017. That 2017 study also found that parking occupancy rates in the Downtown will generally continue to increase. To accommodate this parking demand, Kimley-Horn recommended constructing a second public parking garage south of Grand Avenue. Kimley-Horn and City staff first explored possible sites along Baden Avenue, specifically, the Old Firehouse (201 Baden) and Parking Lots 5 and 12 (on the 300 block of Baden). Both sites, however, were deemed infeasible due to inefficient dimensions to construct a garage and high costs associated with land acquisition, respectively. Staff then began looking at other City -owned properties in and around the Downtown that might be big enough to accommodate a new, efficient, and cost effective garage. It was at this time that the City Hall parking lot was identified. Although not a preferred site due to its proximity to Miller Parking Garage, it has the most potential to add additional parking because the City already owns the property, and it is large enough to support an efficient design. In May 2019, staff commissioned Watry Design, Inc. (Watry) to provide five conceptual designs, construction cost estimates, and a parking pricing analysis for the City Hall parking lot site. At their October 22, 2019 study session, the City Council gave staff direction to advance two conceptual design options. • Option 1, the base design, which includes a partially below -grade parking structure under what is now the City Hall parking lot. The estimated construction cost is $31 million. • Option 2, which improves upon Option 1 by spanning the City Hall superblock from Maple to Walnut Avenues along Miller Avenue and including the below grade parking, a rooftop park, and a new office City of South San Francisco Page 1 of 4 Printed on 8/21/2020 powered by LegistarTM File #: 20-515 Agenda Date: 8/26/2020 Version: 1 Item #: 16. building to replace the existing Annex Office Building. The estimated construction cost is $58 million. Construction Financing Options To fund the construction of Option 1, the base garage, the City would need to issue at least a $30 million bond. Such a bond would require at least $2 million in annual revenue to service debt payments over 30 years. To generate this revenue, the City would need to raise parking rates in the Downtown. At its October 22, 2019 meeting, City Council directed staff to work with the Parking Place Commission to begin incrementally raising Downtown parking rates, which staff has begun to do. Construction of Option 2 presents the opportunity to explore a Public Private Partnership (P3) as a means of financing the parking garage, new Downtown park, and new office building. In a P3 scenario, the City could enter into a long-term ground lease with a private company that would design, construct and operate the new parking garage; all or a portion of a new office building; and build the park facilities. These facilities would be leased or deeded back to the City. This scenario would also likely require the City to increase rates as described above and pledge some or all of the parking revenues from the Downtown Parking District to make the P3 attractive to a suitable private sector partner. At its October 22, 2019 meeting, City Council directed staff to test the viability of a P3 to construct Option 2. DISCUSSION At Council's direction, staff is pursuing a P3 for Option 2. To begin, on February 28, 2020, staff issued a Request for Proposals (RFP) for Technical Assistance Consulting Services. The purpose of this RFP was to identify a consultant to assist staff in determining if a P3 is the right model for bringing Option 2 to fruition and, if so, to proceed to procuring a development partner. Proposals were due April 27, 2020. Staff received eight proposals in response to the RFP: Arup Advisory, Inc., Desman, Inc., Jones Lang Lasalle Americas, Inc., Oppenheimer and Co., Inc., Sperry Capital, The Concourse Group, Wickham James Strategies and Solutions, and WSP. Proposals were reviewed and evaluated by a panel consisting of: the City Manager, Finance Department Director, Economic & Community Development Department Director, Director of Capital Projects, and Public Works Manager. Based on the first round of evaluation, the panel invited a short list of six developers for virtual interviews. The firms interviewed were Arup Advisory, Inc., Jones Lang Lasalle Americas, Inc., Oppenheimer and Co., Inc., Sperry Capital, The Concourse Group, and WSP. Proposals were evaluated based on several criteria, including: • Approach to the scope of work; • Experience working with local government; • Experience with similar P3 projects; • Approach to maximizing revenue and cost savings; • Overall price and value of the consultant proposal; and • Quality of the presentation. Following the interviews, the panel further shortlisted the firms to three finalists based on qualifications, project understanding, experience with local government, and experience. The three finalists were: WSP, Arup City of South San Francisco Page 2 of 4 Printed on 8/21/2020 powered by LegistarTM File #: 20-515 Agenda Date: 8/26/2020 Version: 1 Item #: 16. Advisory, Inc. and The Concourse Group. To fully understand each firm's level of service, City staff prepared an exercise that would allow the City see how each firm's scope of work aligned with their proposed budget. Essentially, the goal was to highlight the costs associated with the lead firm and their subconsultants, including their ability to complete the tasks and manage the project independently. Based on the comprehensive proposal, interview, response to the scope and price exercise, and overall understanding of the project and the City's needs, WSP demonstrated they have the capacity, staffing availability, and expertise to best provide the P3 advisory services. Therefore, staff recommends Council award the contract to WSP. Selection of consulting services is not based on the lowest bidder, but on the firm's expertise, experience, and references. Once the most qualified firm is determined, staff negotiates a fee proposal and any changes deemed necessary to obtain a reasonable cost for the scope of work. Because these projects are locally funded, there are no Disadvantaged Business Enterprise (DBE) requirements. Phasing The project's scope of work to implement the P3 project consists of two phases (described below). Phase 1 - Strategic Development of Project The tasks in Phase 1 include: • Project delivery scoping and strategy • Risk allocation analysis • Site and design validation analysis for the City Hall parking lot • Life cycle cost and revenue analysis • P3 delivery and financial model • Market outreach and analysis Phase 2 - Procurement The tasks in Phase 2 include: • Procurement planning • Advertisement - solicitation of bids • Procurement management and evaluation support • Procurement negotiations and closing support Phase 1 will essentially determine if the City should continue to pursue the project as a P3 and set the City up for a successful procurement in Phase 2. However, because of the budget constraints and economic uncertainties associated with the COVID-19 pandemic, staff recommends the City Council only award Phase 1 at this time and delegate authority to the City Manager to amend the contract and budget to allow a Phase 2 if desired. At the conclusion of Phase 1, staff will bring forward a recommendation to Council on how to proceed. FISCAL IMPACT City of South San Francisco Page 3 of 4 Printed on 8/21/2020 powered by LegistarTM File #: 20-515 Agenda Date: 8/26/2020 Version: 1 Item #: 16. Funding for the project (Project No. pf1801) is included in the City of South San Francisco 2020-21 Capital Improvement Program (CIP). Should the City Council direct staff to proceed with Phase 2, the City Manager will have the authority to approve additional funding to complete that phase. No compensation beyond the not to exceed amount, $366,325, will be authorized without a mutually agreed upon level of effort and corresponding contract amendment. CONCLUSION Staff recommends that the City Council adopt a resolution awarding a consulting services agreement to WSP of San Francisco, California for Phase 1 advisory services in forming a public private partnership for a new Downtown parking garage in an amount not to exceed $ $366,325 and authorizing the City Manager to proceed with amending the scope and approving additional budget for a potential Phase 2 of the project including procurement. Attachments: 1. City Request for Proposals (RFP) for P3 Consulting Services 2. Average Interview Scores 3. WSP Proposal 4. WSP Price and Scope Matrix City of South San Francisco Page 4 of 4 Printed on 8/21/2020 powered by LegistarTM REQUEST FOR PROPOSALS Technical Assistance Consulting Services for Forming a Public Private Partnership to Construct a New Parking Structure and Commercial Office Space Issued: Friday, February 28, 2020 Submittal Deadline: Friday, March 27, 2020 For questions regarding this RFP, please contact: Heather Ruiz, Management Analyst I City of South San Francisco Phone: (650) 829-6621 Email: heather. ruiz(a)_ssf.net RFP — Consulting Services for Public Private Partnership February 28, 2020 Page 11 Table of Contents INTRODUCTION....................................................................................................................................................................... 3 BACKGROUND.......................................................................................................................................................................... 3 PROJECTSCOPE OF WORK..................................................................................................................................................4 Phase 1 — Strategic Development of Project Scope.................................................................................................................... 4 Phase2 — Procurement............................................................................................................................................................... 4 Phase3 — Implementation.......................................................................................................................................................... 4 SUBMITTAL REQUIREMENTS.............................................................................................................................................. 4 1. Cover Letter.................................................................................................................................................................. 5 2. Company Profile and Qualifications............................................................................................................................. 5 3. Team Members............................................................................................................................................................. 5 4. References.................................................................................................................................................................... 5 5. Budget...........................................................................................................................................................................5 SUBMITTALDEADLINE......................................................................................................................................................... 5 LIMITATIONS& CONDITIONS............................................................................................................................................ 6 RFP — Consulting Services for Public Private Partnership February 28, 2020 Page 12 INTRODUCTION The City of South San Francisco (City) is seeking submittals from firms to provide the City with technical assistance consulting services as it seeks to form a Public Private Partnership (P3) to construct a new parking structure and commercial office space. Firms with relevant experience in developing a P3, and the qualifications to perform these services outlined herein, are encouraged to submit a proposal. The purpose of this RFP is to identify the firm and proposal best suited to support the City with this project. Should an award be made, the selected firm will enter into a professional services agreement with the City to provide these services. BACKGROUND The City anticipates a possible shortfall of available parking locations within the Downtown area in the coming years. To provide needed public parking in the Downtown, the City undertook various planning efforts to identify a suitable location for a new parking garage. The City has since identified the City Hall Parking Lot, located behind 400 Grand Avenue, as a suitable location for a new public parking garage, along with new commercial office space in place of the existing City Hall Annex building at 315 Maple Avenue (see Figure 1). Figure l In May 2019, Watry Design, Inc. provided two (2) conceptual design options for a new parking garage in the Downtown area: 1) Base design, which includes a partially below -grade parking structure under what is currently the City Hall parking lot, and 2) Base design with below -grade parking, a rooftop park, and a new, larger office building to replace the existing Annex Office Building. Design option 2 presents an opportunity to explore a P3 as a means of financing the new parking garage and a new office building for City use, as well as potential additional commercial tenants if space allows. RFP — Consulting Services for Public Private Partnership February 28, 2020 Page 13 The City envisions this P3 as a lease -leaseback deal, where the City would enter into a long-term ground lease with a private company that would design, construct, and operate the new parking garage, all or a portion of a new office building, and build the park facilities (there are public park funds that may be contributed to the deal for this facility). These facilities would be leased back to the City for the City's use. PROJECT SCOPE OF WORK The selected consultant will provide the City with technical assistance, working with the City to evaluate the scope of the P3 project, identifying potential P3 partners, developing a RFQ/RFP, selecting a private partners, and assisting in the development of contract documents. The selected consultant will potentially be asked to assist the City with implementation of the P3 project under a subsequent contract with the City or amendment to the first contract. The City intends to contract with the team that best demonstrates experience and expertise in facilitating P3 projects, including financial analysis, risk assessment, solicitation and selection of development partners, contract development, and implementation oversight. The City anticipates the scope of work envisioned in this RFP will include the following. Phase 1— Strategic Development of Project Scope • Development of team organization. • Development of project schedule. • Development of a communications structure for the project. • Development of project concept and objectives including financial analysis and modeling. • Validate City's selection of the City Hall parking lot as the ideal location for a downtown parking garage. • Perform a preliminary risk analysis and prepare a financial model of alternatives. • Development of a detailed analysis on the structuring and execution of the project. Assess cost, life cycle cost, revenue and other information and make recommendations on additional data necessary to refine the financial model, including cost and revenue estimates and life cycle cost analysis. • Identify and evaluate the interest of potential partners. Phase 2 — Procurement • Develop qualifications criteria and issue RFQ for potential partners. • Review and evaluate the submitted qualifications. • Prepare RFP and develop criteria for evaluating proposals. • Negotiation of project design and business terms with proposers. • Develop and finalize contract documents. Optional Phase 3 — Implementation • Provide services as needed through the design and construction of the new garage and office space. SUBMITTAL REQUIREMENTS Submittals shall include a complete response to the requirements outlined in this section. Submittals should be a straightforward delineation of the consultant's capability to satisfy the intent and requirements of this RFP. An officer authorized to make the submittal should sign the cover letter. RFP — Consulting Services for Public Private Partnership February 28, 2020 Page 14 To be deemed responsive, submittals must include the following elements. 1. Cover Letter Provide a cover letter expressing your interest in and affirming your availability to provide consulting services to develop and implement P3 for a new parking garage, new Downtown park, and new office building for the City. Provide a detailed description of your firm's proposed approach to the scope of work and how it intends to ensure that the City's needs will be met. Include name, address, phone number, and email address of the primary contact, as well as their title and capacity within the organization. 2. Company Profile and Qualifications • A statement of the individual or firm's philosophy, goals, vision statements and/or guiding principles. • Summary of representative services or projects managed and specifically staffed by the individuals likely to be assigned to City projects. • Describe the individual or firm's qualifications to provide any or all of the Consulting Services Needed, as outlined above. • Demonstrated excellence in the preparation, evaluation and ranking of RFQs and RFPs to select P3 teams. • Demonstrated experience building financial models, including an understanding of all the financial options available, leading to a solid business case. • Demonstrated experience working with multiple stakeholders, including the City's project team and sub -consultants. • Provide excerpts of relevant sample work. 3. Team Members • Identify the project manager and senior level staff likely to be assigned to work on City projects, as well as any proposed sub -consultants and their staffs. • Include the qualifications and relevant experience for the identified team members. 4. References • Complete contact information for a minimum of three recent clients for whom similar services described in this RFP have been performed. 5. Budget • Provide an estimated proposal budget and a list of hourly compensation rates for all positions that may work on projects for the City. SUBMITTAL DEADLINE Interested firms should provide an electronic copy of its submittal via email to heather.ruiz(@ssf.net by March 27, 2020, no later than 5:00 PM. Should you have any questions concerning this RFP, please contact Heather Ruiz, Management Analyst, at heather. ru iz(a)ssf. net or (650) 829-6621. RFP — Consulting Services for Public Private Partnership February 28, 2020 Page 15 LIMITATIONS & CONDITIONS The City reserves the right to: • Request additional information. • Extend the due date of the RFP. • Interview none, any or all developers that submit responses to the RFP. • Reject, in whole or in part, any or all qualifications submittals, and to waive minor irregularities in the submittal. • Seek and obtain additional qualifications beyond the due date if the qualifications received are unsatisfactory. • Cancel, in whole or in part, this Request for Qualifications solicitation. • The RFP is not a contract or a commitment of any kind by the City and does not commit the City to award exclusive negotiating and/or development rights. • No reimbursement will be made by the City for any cost incurred by developers in preparation of the response to this RFP. • The issuance of this RFP does not constitute an agreement by the City that the City Council will actually enter into any contract. • The information presented in this RFP and in any report or other information provided by the City is provided solely for the convenience of the interested parties. It is the responsibility of interested parties to assure themselves that the information contained in this RFP or other documents is accurate and complete. The City and its advisors provide no representations, assurances or warranties pertaining to the accuracy of the information. • All responses to this RFP shall become the property of the City. The City may use any and all ideas and materials included in any submittal, whether or not the respondent is selected as the developer. • Proposals and all other information and documents submitted in response to this RFP are subject to the California Public Records Act, California Government Code §§ 6250 through 6276.48) (CPRA), which generally mandates the disclosure of documents in the possession of the City upon the request of any person, unless the content of the document falls within a specific exemption category. • Non -Liability: By participating in the RFP process, each respondent agrees to hold the Successor Agency and City and its and their officers, employees, agents, representatives, and consultants harmless from all claims, liabilities, and costs related to all aspects of this RFP. RFP — Consulting Services for Public Private Partnership February 28, 2020 Page 16 P3 Advisory Services Average Interview Scores Firms Selection Criteria Points WSP The Concourse Group ARUP Advisory JLL Sperry Capital Oppenheimer Approach to scope of work 20 18 17.2 17.8 16.6 17 16.4 Experience working with local governments 20 18.2 17.6 17.8 16.4 16 16.6 Experience with similar P3 projects 20 18.4 16.4 16.2 14.6 15.4 15.4 Approach to maximizing revenue and cost savings 20 17.4 16.2 16.2 15.6 14.8 13.6 Overall price and value 15 12.2 13 10.8 1 12.2 1 10.4 10.6 Quality of presentation 5 4.4 4 4.4 3.6 3.6 3.2 Total 100 88.6 84.4 83.2 79 77.2 75.8 Technical Assistance Consulting Services for Forming a Public Private Partnership to Construct a New Parking Structure and Commercial Office Space Submitted to: The City of South San Francisco Submitted by: WSP USA Inc. April 24, 2020 Heather Ruiz, Management Analyst April 241h, 2020 City of South San Francisco Phone: (650) 829-6621 Email: heather.ruiz@ssf.net Subject: Technical Assistance Consulting Services for Forming a Public Private Partnership (P3) to Construct a New Parking Structure and Commercial Office Space Ms. Heather Ruiz and Selection Committee, We are pleased with the opportunity to present our work proposal to assist the City of South San Francisco (the City) in the procurement of a private partner to develop the new parking structure and commercial office space facilities. Based on our decades of experience working on dozens of similar P3 projects in California and elsewhere, WSP has an outstanding team of experts that can provide the City with the necessary technical and commercial support that will help deliver on the City's goal of leveraging the P3 model and serving the public interest. Specifically, our team offers: A track record of P3 project delivery: WSP has guided public sponsors seamlessly through the P3 project development cycle from initial screening and goal setting, to developing the business case, managing the solicitation development and execution team, structuring the contract, closing the transaction, and implementing the project. Our multi -disciplinary team understands that the policy, politics, stakeholder outreach, planning, technical, financial, commercial, and operations aspects must be integrated into a cohesive framework that balances risk and reward. WSP has worked on more than 100 P3 projects and closed more than 60 P3 transactions in North America alone, including several "firsts": first surface transportation P3, first availability payment in California, and first value capture solution to help fund transit development. For this endeavor, we bring a team with proven experience in parking facilities being delivered through different P3 models. WSP supports every phase of the procurement process - from early project planning through the selection of a preferred bidder, completion of contract negotiations, and closing and administration of P3 contracts. We propose a two -phased approach to our work, engaging early with the City to define project's goals, asses project risks and financial feasibility, and propose a P3 procurement strategy. Based on the results of the first phase, we will implement the P3 procurement process according to the City's preferred delivery method. WSP's knowledge and understanding of California to global transactions, along with practical experience gained with recent projects, enable us to speak with experience to the City when evaluating the appropriate procurement model that will meet the City's goals and optimizes risk allocation. This is particularly important for a jurisdiction's first use of the P3 model, which makes capacity building and stakeholder engagement that WSP offers all the more important. Key staff who are proven thought leaders in P3 and innovative finance: WSP has worked with and knows the major players throughout the P3 industry, including investors and developers, financial advisors, law firms, banks, infrastructure funds, bond rating agencies, political and public relations consultants, and P3 industry and financial news outlets. Our team of experts can quickly access key market participants to jump-start initial informal market sounding activities and ensure the most competitive procurement for the City. In addition, we bring a breadth and depth of subject matter experts - a few of whom are featured here: WSP USA 425 Market street 17th Floor — Judah Gluckman has more than 15 years of experience providing P3 and financial advisory San Francisco, CA 94105 services for major infrastructure projects in the public and private sectors. He recently joined 415-243-4600 wsp.com.com WSP from the District of Columbia government, where he helped build the first municipal - level P3 office in the U.S. In his capacity as Deputy Director and Counsel of the D.C. Office of Public -Private Partnerships (OP3), Judah established procurement procedures, built a pipeline of $2 billion in projects, and led the P3 procurements for both streetlights and renovation of a historic police headquarters. — John Fisher has 17 years of public policy, legislative, project management, and community and inter -governmental relations experience on the local, state, and federal levels. John has worked to analyze alternative procurement opportunities under new State legislation SB4, including P3, Design -Build (DB), and Design -Build -Operate -Maintain (DBOM) methods of delivery on Bay Area Express Lanes, and recently for the San Francisco County Transportation Authority (SFCTA) and California Department of Transportation (Caltrans) on the Presidio Parkway project, where he served as WSP's Project Manager. Jay Primus has 20 years of experience and is a recognized advisor in parking policy and management. Jay was in charge of managing the SFpark program since its inception, one of the world's first smart city projects, and currently advises public and private owners on municipal parking, and transportation engagements. Michael Palmieri has more than 30 years of experience in structuring and negotiating P3 projects. Michael has been involved in every aspect of the P3 industry and has advised public owners in the procurement of Design -Build -Finance -Operate -Maintain (DBFOM) P3 parking facilities. Future ready office and parking facilities: Progressive cities are planning their new facilities and parking structures to satisfy immediate user needs, maximize revenue, and allow for future conversion to other uses when parking demand reduces and real-estate costs demand a higher and better use such as commercial office, education, and training, or other business uses. WSP is currently working with project owners across the U.S. in designing and adapting their facilities to new vehicle circulation strategies and alternative asset uses (e.g. retail or office space). In addition, we are currently assisting agencies throughout the country, including the SFCTA, evaluate the short- and long-term impact from the COVID-19 pandemic, and economic pressures that could impact key elements of the project like parking revenue, real estate value, and market interest. Our models are developed to allow for sensitivity and stress testing of various input assumptions as our understanding of the impacts are better understood. In summary, our team will draw upon our firm's industry-leading experience, implementation understanding, and knowledge of the technical and commercial requirements for this endeavor. Each member of our team is 100% committed and available to support the City of South San Francisco's work to successfully complete this project. The only constant is change, embracing for change and planning your facilities to adapt to changing needs is a key component that we will discuss early and often as we program, plan, design and implement your future facilities together. We recognize the additional hurdles the current health crisis may have brought to the City, and we are ready to deliver a seamless advisory process both virtually and in-person as circumstances rapidly evolve. If you have any questions or require additional information, please do not hesitate to contact me at john.porcari wsp.com/202-661-5302. Yours sinter y, ohn D. Porcari President, US Advisory Services TABLE OF CONTENTS COMPANY PROFILE AND QUALIFICATIONS Goals, Philosophy, and Vision................................................................. 1 Representative Services, Qualifications, & Demonstrated Experience..... 1 Our Understanding and Approach........................................................... 6 Schedule............................................................................................... 14 Detailed Project Descriptions.............................................................. WorkSamples.................................................................................... TEAM MEMBERS 15 21 ProjectTeam......................................................................................... 22 Team Organization................................................................................ 26 REFERENCES BUDGET .....27 Hourly Compensation Rates.................................................................. 28 Budget................................................................................................... 28 APPENDIX Appendix A: Work Sample — MTA Purple Line ....................................... 30 Appendix B: Work Sample — BATIC Institute ......................................... 89 Appendix C: Dodd Frank Act Disclaimer ................................................ 94 Appendix D: Insurance Provisions......................................................... 95 COMPANY PROFILE AND QUALIFICATIONS GOALS, PHILOSOPHY, AND VISION WSP's Advisory Services division is a unique arm of WSP USA's service offerings. Effectively combining inter -disciplinary expertise in each phase of the projects that shape our world from conception, policy, funding, design, technical, solicitation, through delivery. WSP USA's Advisory Services practice guides clients to better compete in today's economy by providing a unique combination of infrastructure expertise and management consulting leadership. We help our clients procure, develop, manage, finance, and invest in their programs and projects. Our Advisory Services professionals are dedicated to developing business and operational solutions throughout the project life cycle. We create value for clients by providing deep industry understanding and local knowledge, access to senior advisors with operations and executive management experience, and a fully integrated package of professional services. As trusted advisors, we work for—and in collaboration with—clients to develop integrated infrastructure solutions for the world today and tomorrow. As a national group, our work and our approach to each project is united by a common philosophy explained through the following pillars: Trust: As an advisor and consultant of choice, we have developed enduring relationships with clients built on our excellent service delivery and results oriented solutions when it matters most. Experience: Former government executives and senior officials head our team of consultants, all known for their strategic, financial, operational and management experience. Tailored Solutions: With access to tens of thousands of engineers, scientists, technicians, consultants, and academics, Awe drive best practices and develop practical solutions. 10 rl Life Cycle Approach: Clients turn to us at all stages of the development life cycle: strategic planning, design, ��.�. procurement, construction, operations, and maintenance. ;�V Passion: We are passionate about our work and dedicated to making a difference in our communities. 14 For the City of South San Francisco, this philosophy will culminate in working closely with your team to develop the best solution to quickly deliver new parking and office facilities without significant financial burden or risk. We'll then support the City in implementing that vision through a competitive procurement and coordinated implementation. REPRESENTATIVE SERVICES, QUALIFICATIONS, AND DEMONSTRATED EXPERIENCE OVERVIEW OF OUR P3 EXPERIENCE WSP provides the full complement of advisory and analytical services to advance client projects - from initial consideration of alternative delivery mechanisms for project delivery to implementation of complex long-term contractual arrangements between the public and private sectors. We help cities, states, transit authorities, redevelopment agencies, and developers structure alternative delivery transactions (e.g., design -build, public-private partnerships and other alternative delivery options); secure federal, state and local public financing; and integrate private investment into public infrastructure projects. In addition, as markets have matured, the secondary sale of equity in P3 projects has become more commonplace, with developers seeking to recycle scarce equity capital, and financial investors seeking stable index-linked assets. With our broad "`7 I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership to Construct a New Parking Structure and Commercial Office Space Page 1 knowledge of the primary P3 market and the operation and management of infrastructure assets, WSP also provides investor advisory services to buyers or sellers seeking to maximize value with acceptable risk. Our Alternative Delivery practice provides both public sector and private investor advisory services to advance infrastructure development. This means that we have a unique understanding of both sides of the P3 equation. PUBLIC PLANNING. PROCUREM ENT ADVISORY. AND CONTRACT ADM INISTRATION The public sector has turned to P3s to achieve a wide range of objectives. As an expert in the design, construction, finance, operations and maintenance of infrastructure, WSP is uniquely positioned to advise the public sector and their private partners on strategies to achieve their respective objectives throughout the life of a P3 project. Preparing for P3 procurement, especially in a new industry sector or for a public entity that is new to the model, can be daunting. Our team includes a blend of former public sector professionals, P3 developers and financiers who bring a comprehensive understanding of the seller and bidder perspectives to guide the development of a successful transaction. We advise on practical aspects of the legal and regulatory issues, as well as pre -developing a P3 project to set clear goals, build internal capacity, and improve feasibility, as well as modifying the planning approach to accommodate a P3 procurement. Our public -sector services include: — Feasibility, delivery options, value for money (VfM), and risk analysis — Program Development (P3 regulations/policy, office creation, and capacity building) — Project screening, goal setting, and scope development — Value capture and debt financing (special assessment, tax incremental financing [TIF], development impact fees, joint development agreements) — Development of the payment mechanism — Technical output specification/performance requirements — Negotiating the deal and executing the P3 contract — Monitoring construction and operation — Contract administration and compliance — Claims analysis and management strategy — Dispute advice and support MTA Purple Line As a result of WSP's feasibility assessment and WSP's support of P3 business case development, the Maryland Purple Line advanced through a successful procurement process and is currently under construction. The best practices and lessons learned from this successful initiative directly informs our planned approach for the Citv. COMPREHENSIVE P3 COMMERCIAL VIABILITY & MARKET ASSESSMENT SERVICES WSP's knowledge and understanding of global transactions, firsthand understanding of the developer perspective, along with practical experience gained with recent projects, enables us to craft a targeted industry outreach and market sounding strategy that will ascertain the potential market appetite for assuming some level of risk and responsibility for certain elements related to success of the City's project. WSP has worked with and knows the major players throughout the P3 industry including investors and developers, financial advisors, law firms, banks, infrastructure funds, bond rating agencies, and P3 industry and financial news outlets. Our team of experts can quickly access key market participants to jump-start initial informal market sounding activities. One example of a project during which the WSP team provided comprehensive P3 commercial viability assessment and market sounding is the Chicago O'Hare Express Project: WSP was brought in to evaluate the risks and opportunities associated with the delivery of a high-speed train to Chicago's O'Hare Airport as a P3 project. As part of this effort, WSP led pre-RFQ/RFP informal outreach with key stakeholders, including one-on- one meetings between the City, the Department of Aviation, and identifying major domestic and international major rail P3 market participants and developers to explore their appetite for private financing based on development opportunities near "` I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership 7 J to Construct a New Parking Structure and Commercial Office Space Page 2 station sites. These efforts were accomplished within the City's tight time constraints and limited budget. As a result, the Chicago Infrastructure Trust engaged in a two-step selection process, consisting of an RFQ and a subsequent RFP. The Boring Company was selected by the Chicago Infrastructure Trust, on behalf of the City of Chicago, to negotiate a final structure to design, build, finance, operate, and maintain an O'Hare Express Service (The Chicago Express Loop). PARKING REVENUE AND OPERATING EXPENSE FORECASTING Our team of financial and forecasting experts has extensive experience assisting clients with analysis of parking facilities including underlying socioeconomic analysis, trip generation and demand modeling, budgeting and cost projections, and gross to net revenue forecasting. The resulting net revenue forecasts are used as a primary input assumption in our integrated financial modeling to evaluate revenue available for debt service, reserve account contributions, and periodic preservation activities. Resulting forecast values can also inform near term budget requirements, procurement method, and P3 contract terms. To inform our model inputs we provide clients with an integrated team of global experts who are familiar with all components of parking fee collection technology, enforcement, and general operations to provide and verify cost and revenue projections with industry best practices. Members of our team are active users of the regional CHAMP demand model for evaluation of both off street and on street parking facilities in the San Francisco Bay area and our team was involved with the development of the SFpark dynamic pricing model, considered to be one of the more complex parking models in the industry. Furthermore, WSP staff have implemented and operate the latest parking technology in facilities throughout the world through our Mouchel operating division. One of our key strengths lies in advising transportation clients on strategic and financial decision-making through complex forecast modeling, and sophisticated analytical tools. Our modeling products utilize FAST F1F9 modeling standards, which is a standardized Excel -based approach to financial model construction and design widely applied by practitioners throughout the industry. Applying FAST standards to our net revenue forecasts allows us to efficiently test various parking technology and pricing scenarios and sensitivity tests that may arise during the evaluation of the asset. The resulting operating requirements and revenue streams are directly integrated into the financial model to evaluate the resulting impact on the asset valuation. ENGINEERING AND DESIGN OF PARKING FACILITIES As one of the world's leading engineering professional services consulting firms, WSP has been responsible for more than 20 parking facilities design projects in recent years. WSP offers its clients a tradition of engineering excellence, award-winning design, a proven track record on parking garage design, and on-time and on -budget performance. A recent example of a design project that WSP performed is the West Bellfort Park and Ride parking facilities. In this project, WSP was tasked with transitioning the parking spaces from surface lots to structured parking to increase parking capacity and transition the surface parking into sites for future Transit Oriented Development. As part of the design task, WSP analyzed and incorporated sustainable features such as photovoltaic vehicle canopies and a rainwater harvesting system. FUTURE READY PARKING FACILITIES & CONNECTED AND AUTOMATED VEHICLE TECHNOLOGIES According to national traffic data, the average American spends 17 hours per year searching for parking, resulting in cost of $345 per driver wasting fuel, time, and carbon emissions. Today's parking facilities are not keeping West Bellfort Park and Ride pogtpr, 7-1-3 1Z1 jx_ WSP oversaw the conceptual design of a parking garage facility for riders of the Harris County Metro Bus System. WSP oversaw the conceptual design of a parking garage facility for riders of the Harris County (Texas) Metro Bus System. Some of the design standards and criteria used in this project are applicable to the City's parking facilities and will complement the procurement process to meet the City's goals. Innovative solutions from this design will be proposed to the City for inclusion in the final scone of the oroiect. pace with the technological advancements of auto manufacturers. To remain competitive, developers must strategically balance the needs of drivers today, while also planning for the changing needs of tomorrow. To design Future Ready parking facilities, structures must be equipped to seamlessly integrate the continuing "`7 I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership to Construct a New Parking Structure and Commercial Office Space Page 3 advancements in vehicle technology including vehicle -to -infrastructure (V2I) communications, vehicle -to -vehicle (V2V) communications, and finally the inevitable transition to 5G cellular technology. While some of this technology is in the beginning phases, the potential benefits are widely known, and the number of pilot projects continue to expand across the globe. Parking Management will form a key focus area in supporting the various vehicle types utilizing parking facilities: from autonomous vehicles that can be closely stacked through to ADA support, electric charging vehicles, bicycles, and ride -shares. The ability to identify, reserve, monitor, and manage individual parking bays through sensors and connected systems is essential in the deployment of a business -savvy customer focused smooth running facility. Capitalizing on cloud platforms for processing of real-time data linked with vendor -agnostic parking applications gives the vehicle owner their expected level of comfort and control. While the focus is on next generation implementations, the traditional technology systems of today still form the foundation, when designed intelligently, for future systems. Video surveillance offers automated tracking of vehicles with counting, directional, and form -factor analytics. Integrating various traditionally standalone systems enable a richer and intelligent access control platform improving vehicle throughput and turnaround times for drivers expecting immediate vehicle availability - an essential user experience parking facility must deliver on today and in future. Secure Payment Card Industry networks, WiFi connectivity, cellular connectivity, and 5G all drive the sharing of data which escalates the importance of cybersecurity to protect the parking facility. As an example of how AVs are impacting the design of parking facilities, WSP is currently leading the first Federally funded Automated Valet Parking (AVP) Pilot in Maryland in partnership with the Maryland Department of Transportation Maryland Transit Administration (MDOT MTA). MDOT MTA operates the MARC Commuter Rail service spanning across multiple regions in the Mid -Atlantic. Parking capacity has reached a tipping point and commuters are having to dangerously park on side streets and walk over a mile to reach the platform. The AVP Pilot project at the MARC Dorsey Commuter rail station (shown below) is actively testing two vehicles that are equipped with Automated Driving Assistance Systems (ADAS) that allow the vehicles to self -park and self -recall all through the interaction of a user-friendly app. EXPERIENCE IN SUCCESSFULLY MANAGING SIMILAR PROJECTS WSP and our teaming partners have provided thoughtful and effective solutions to these types of challenges for public entities in the past and is ready to support the City in achieving a successful P3 procurement process. "` I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership 7 to Construct a New Parking Structure and Commercial Office Space Page 4 The table that follows provides a snapshot of WSP's experience in managing projectso of similar nature; and project descriptions for the projects highlighted with dark blue can be found later in this proposal. 0 �+ N 3 M-0 a C o N O U U v ID � li n3 N C ii a� Q O N C -a I •C U m F -t3 C 2 Q o Vi , m .� Q Y -0 N C d M N a T c a, O N U p m c 3 •N m 3 m c o o v r 7 (DC o C N U 2 .0 3 a) E a 3-0 M C a D M U C X .2 M o 'oID U O1j a C -0 E2 C M C' C LL C 3 u- 0 U c- �aci d ) M a + N w 11 C C • V Y O M u) a Project Project Type Purple Line (MD) DBFOM - AP Presidio Parkway (CA) •• • Mr ■ 0 0 0 ■ ■ ■ ■ ■ ■ ■ • • ■ ■ ■ Abu • - DBFOM ■ ■ ■ ■ ■ ■ ■ ■ CenterLong Beach Civic DBFOM Henry J Daly Building (DC) DBFM ■ 1 ■ ■ ■ ■ ■ ■ ■ ■ 0 0 0 Charlotte Ped Line (NC) P3 Study FHWA Innovative Finance (U.S.) P3 Study Treasure Island (CA) Parking Study California HSP Program (CA) P3 •• Beckley Intermocial Center (WV) Parking West Bellfort Park & Pide (TX) Parking Butler Parking & Mixed Use (IN) Parking Potomac Yard Metrorail (VA) Value Capture■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ Caltrain Electrification (CA) P3 Study ■ ■ Denver RTD Eagle (C) DBFOM /Availability ■ ■ ■ O'Hare Express Rail (IL) P3 Study ■ ■ Chicago Union Station (IL) Financing Analysis ■ ■ ■ ■ Ped Line (MD) P3 Study/TOD/VC ■ ■ ■ ■ ■ ■ Hudson Bergen LRT (NJ) DBOM ■ ■ JFK Airtrain (NY/NJ) DBOM ■ ■ ■ ■ SR 91 Express Lanes (CA) DBFOM ■ ■ ■ Jefferson Parkway (CO) DBFOM ■ ■ ■ ■ ■ Northwest Parkway (CO) Brownfield Concession ■ ■ ■ ■ ■ ■ Port of Miami Tunnel (FL) DBFOM /Availability ■ ■ ■ Illiana Corridor Project (IL/IN) P3 Study ■ ■ ■ ■ ■ ■ ■ ■ 1-77 HOT Lane Conversion (NC) DBFOM ■ ■ ■ ■ ■ ■ Mid-Currituck Bridge PDA (NC) DBFOM ■ ■ ■ ■ Turnpike Options Analysis (OH) P3 Study ■ ■ ■ ■ ■ "`7 I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership Page 5 to Construct a New Parking Structure and Commercial Office Space From this collective experience, we have learned one overarching lesson, and that is that every single P3 is different. It is imperative that project owners, such as the City, think thoroughly about their goals for the project, and procure expert advice to successfully plan, procure, and implement the projects. OUR UNDERSTANDING AND APPROACH The City is interested in engaging with a private partner to design, build, finance, operate, and maintain a new parking structure, office facilities, and an extended roof park located in the downtown area of the City. The City envisioned the need for 228 additional parking spaces in the Downtown Parking District by 2026, after completing a downtown parking study in December 2016. As a result, the City's Fiscal Year 17-19 Adopted Biennial Operating Budget & Capital Improvement Program included an adopted appropriation of $1,090,000 from the Parking Fund to fund the studies and project management for the design and construction of a new parking garage in downtown South San Francisco. In May 2019, Watry Design, Inc. provided two conceptual design options for a new parking garage in the Downtown area: 1) a Base design, which includes a partially below -grade parking structure under what is currently the City Hall parking lot, and 2) a Base design with below -grade parking, a rooftop park, and a new, larger office building to replace the existing Annex Office Building. The City has identified the second option as a suitable alternative to be delivered through a P3. The selected conceptual design contemplates three levels of parking garages with 370 parking stalls, 7,700 square feet of office space, and a 38,600 square feet rooftop park on top of the parking garages. The City has estimated that the total cost for the selected conceptual design is approximately $65 million. AvailableMR funding support —,A Public -Sector Stable, Project P3 Project long-term Champions Revenue stream Large, Completed (or nearly) complex environmental scope Processes Factors for Screening the Applicability of the P3 Model for a Project It is possible that the value of real estate or potential commercial concession opportunities within the project could provide solutions to funding challenges. In evaluating the feasibility of the project for completion under some form of P3 model, it may be necessary to identify elements that may be bundled as a P3, with other elements remaining to be delivered under a more traditional design -build or design -bid -build approach. This could limit a long-term concessionaire's exposure to risk due to project elements delivered by others, subject to different performance and delivery requirements. In order to advance towards an optimal procurement process, it is critical that the City adequately defines its priority goals and metrics for success on the project and then identifies the P3 models and strategies best suited for those goals and metrics. OVERVIEW OF APPROACH WSP possesses strong experience in addressing all major facets of the development of P3 projects and is prepared to mobilize immediately if selected to assist the City in procuring a P3 partner for a new parking structure, rooftop park, and office building. We propose a two -phased approach to this engagement, Phase I and Phase II, so that all the required information is gathered upfront before engaging in procuring a private partner for the project. In Phase I, WSP will work with the City to consider the full menu of options, based on its decades of experience delivering dozens of similar P3 transactions, to pick the best option to suit the City's goals. During this phase, we will conduct a thorough evaluation of the City's priorities to establish the P3 structure best suited to meet the City's needs, assess the existing data to develop the business case, evaluate the need to engage in complementary studies to inform the procurement process, and propose strategies to mitigate risks that could result in an unsuccessful project. At the end of Phase I, our team will prepare a P3 Strategy and Delivery Plan to the City of South San Francisco about the best approach and criteria to successfully manage the procurement process. "` I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership 7 J to Construct a New Parking Structure and Commercial Office Space Page 6 In Phase II, we will assist the City in managing the procurement process of the preferred P3 alternative and support the City in the evaluation process. WSP will assist the City in engaging early with the P3 market, in order to adequately anticipate any potential risks to the procurement process, and to gauge interest from the private sector and foster competition. At the end of the procurement process, WSP will assist the City with any contract negotiations that may arise. The procurement process will ultimately be governed by the City's goals and by the findings of the work performed during Phase I. If desired by the City, WSP will remain as an advisor to perform contract oversight duties and assist the City and the selected private partner achieve successful completion of the works and fulfil its contractual obligations in an optional Phase III. PHASE I: STRATEGIC DEVELOPMENT TO PROJECT SCOPE' Following a Notice to Proceed with Phase I, the WSP team will engage with the City to initiate data consolidation work immediately and to prepare a P3 Capacity Building and Strategy Workshop. Based on our past experience, a jurisdiction's first P3 project has the potential to take longer and require special considerations. Training and capacity building activities for the City's staff, internal planning and stakeholder engagement will pay dividends in successfully implementing the project. Within the first week of a Notice to Proceed, WSP and the City will hold a kickoff meeting to refine the work plan for Phase I, and the deliverables schedule. 1.1 Project Delivery Scoping and Strategy One of the most important factors in the successful implementation of P3 projects is the clear definition of the public sponsor's goals, objectives, and needs. After WSP assesses and communicates to the City the initial information requirements and holds a kickoff meeting, WSP will arrange and facilitate a P3 Capacity Building and Strategy Workshop to confirm and discuss issues such as procurement goals and objectives, policy tradeoffs in P3 structures (e.g. revenue maximization, performance requirements, or delivery time), coordination of data collection efforts, the City's organizational structure, and applicable local statutes and policies to take into consideration. To ensure that this workshop is conducted as efficiently and productively as possible, the WSP team will share the draft agenda and proposed outcomes in advance of the workshop. It is important to note that this is meant to be a focused, interactive discussion with the City to verify the public policy, legal authority, and procurement framework. As part of this workshop, WSP will outline fundamental P3 concepts, issues that are commonly encountered for procurements of this type and solutions for handling them, as well as a menu of P3 procurement and delivery options based on industry best practice that might be viable for this project. Through the capacity building component of this workshop, core City staff that will be working on this and other potential P3 projects will receive a grounding in key P3 concepts and strategies. As WSP has found doing similar capacity building for hundreds of government officials through its partnership with the BATIC Institute, it helps to streamline the procurement process, avoid common pitfalls, and inspire industry confidence that increases competition and the Basic P3 structure Public funds ---------- Proceeds D— service ------------- I I Parking I Users r-- I I fees t ------------I i I ; Parking and L Office facilities —� DB - -O&M Services I Lease I F3 Contract Payments I I Equity --- Dividends Pro�eeda Debt service Private Sector - Public Sector Contract —i Cash fl— 'The ow 1The scope for Phase I is based on the assumption that the City of South San Francisco will have an Independent Registered Municipal Advisor (IRMA) and that WSP will operate under the IRMA exemption. "`7 I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership to Construct a New Parking Structure and Commercial Office Space Page 7 overall quality and sustainability of projects and P3 programs going forward. Based on this workshop, WSP will develop a P3 Strategy and Delivery Plan that formalizes the City's goals, provides a menu of P3 delivery options and the extent to which they meet the City's goals, and identifies a list of priority issues that may pose significant challenges to a successful project and proposed solutions to overcome those challenges. The P3 Strategy and Delivery Plan will receive feedback and be refined based on the results of the Industry Day planned as part of Phase I described in the Market Sounding task. The P3 Strategy and Delivery Plan will be further refined in subsequent tasks described below during the remainder of Phase I, and will be presented so that the City can choose the preferred approach. The WSP team will incorporate the available automotive and parking technologies into its technical and financial analysis and P3 Strategy and Delivery Plan in addition to incorporating sufficient flexibility to allow for future innovations. We will work closely with the City and any P3 developer that is ultimately selected from the procurement process to ensure key issues like site and design validation, project revenue and cost estimates, key commercial terms, and potential integration into city-wide parking systems are future ready. We recognize the City's urgency to deliver the project on an accelerated timeframe, but there may be additional efforts needed to achieve a compressed implementation schedule. As part of this analysis, WSP will include the City's priority issues and hurdles to the P3 Strategy and Delivery Plan, once the goals of the City have been defined. There are alternative procurement methods that may allow the City to bring on board a qualified private partner and engage early in the design of the project. For instance, we will analyze the advantages and potential applicability of different options such as a one-step Request for Proposals (RFP) process for a predevelopment agreement, a two -phased Request for Qualifications (RFQ) and RFP process, or a Request for Information and unsolicited proposals approach. We will work with the City to determine which option best fits the City's goals. WSP has recently advised clients on developing customized procurement approaches, including the $11 billion I-495 and I-270 P3 Program for the Maryland Department of Transportation, among others. Lastly, a clear team organization, particularly for an owner's first P3, is critical to understand key internal and external stakeholders who will be involved in the process. The P3 Strategy and Delivery Plan will include procedures and protocols for the quick and accurate exchange of information that is critical to the procurement, decision making, and community engagement as well as the protection of confidential information to ensure a fair, competitive procurement. Deliverables: — P3 Capacity Building and Strategy Workshop. — P3 Strategy and Delivery Plan. 1.2 Risk Allocation Analysis While working with the City in defining the preferred P3 delivery strategy, we will focus in identifying, classifying, and allocating the risks of the project, under the proposed P3 structures, to the party that is best able to manage them. The results of this analysis will be consolidated in a High-level Risk Register, where we will categorize the project's risks and allocate them to the party responsible for or best able to manage them. This, in turn, will allow the City to assess the value proposition for procuring the projects using P3 methods, align contract terms to desired risk allocations, and to include them into negotiations during the solicitation phase. Sample risk allocation • • 0 0 O 0 0 0 • 0 • • o 0 • a • City of South San Francisco Shared 0 Private Sector "` I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership 7 to Construct a New Parking Structure and Commercial Office Space Page 8 Mapping the risk profile of the project will also allow WSP to assess how attractive this project might be to the private sector. The more opportunities a project has to create value through risk allocation, the more likely the project will be to be identified as a good P3 candidate. WSP will work closely with the City in this task to ensure that the risk allocation takes into account the tradeoffs between the City's policy objectives and private sector goals. It is important to avoid the common misconception that the private sector can bear all project risks. The Risk Allocation Analysis Report will feature our assessment of the proposed risk allocations under the preferred P3 delivery strategies and potential mitigation strategies. Shifting risk will require the City to pay a cost premium and potentially encounter issues during the implementation phases if the private partner can't manage the risks as previously thought. Deliverables: High-level Risk Register. Risk Allocation Analysis Report. 1.3 Life Cycle Cost and Revenue Analysis2 As part of the operating and capital expense review, we will develop a bottom-up Cost and Revenue Analysis Report for estimating long-term operating and capital expense requirements, operating expenses, and revenue forecasts for the proposed facilities relying on existing information provided by the City, and on the information generated by the WSP in the aforementioned activities of this proposal. In developing the bottom-up operating and capital expense requirements we will also rely on industry best practices. WSP will conduct a review of the City's parking study and of historical operating revenue and expenses to understand historical trends in parking pricing/policies and seasonality of revenues and expenditures. The findings of this review will be summarized in the City's Parking Study Memo. WSP will work with the City to review the key assumptions driving the revenue and operating expenses. Labor is a key cost consideration in any parking facility and changes in the labor costs for both operations and enforcement can have a significant impact on financial returns. WSP cost estimators and economists work with agencies across the country on evaluating and developing cost assumptions. Our comprehensive national forecasts are supplemented by localized factors that we develop through interviews with vendors and contractors in most major metropolitan areas. Through our work on toll roads we are also familiar with state and local regulatory policies on the collection of unpaid bills and the requirements for collecting unpaid transactions, specifically in regards to all electronic payment options. The output of our Cost and Revenue Analysis Report will be both adjusted gross and net parking revenues' that will serve as inputs into the financial model. The Cost and Revenue Analysis Report will feature documentation on key findings and assumptions, including technology and cost index projections. The review of the expected life -cycle costs for the parking garage and office space will primarily be of desktop review format and will rely on information provided by the City and from WSP's research. We will make recommendations for potential changes to these assumptions and for scenarios/sensitivities to be considered by the City. Deliverables: — City's Parking Study Memo. — Cost and Revenue Analysis Report. 'Usage of our work is limited to our direct contracting party (1st order party). 3rd party reliance is not allowed without prior permission from WSP. 'Up to four forecasts will be delivered as part of the Cost and Revenue Analysis. "`7 I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership to Construct a New Parking Structure and Commercial Office Space Page 9 1.4 Site and Design Validation Analysis WSP will create a technical Site Validation Report that provides professional opinion about the site location, the existing design performed by Watry Design, and will provide a Reviewed Cost Estimate for the proposed facilities. The Site Validation Report will review and validate the key elements of successful parking structure design, such as Safety and Security; Internal Circulation and Layout; Entry/Exit; Graphics and Signage; and Durability and Maintenance. Functional efficiency is the outcome. As part of the Site Validation Report, we will also review the following design standards: vehicular and pedestrian access, parking structure structural system, foundation design, structural planning considerations, traffic and pedestrian planning elements, sustainable design elements, and advance parking technologies. In addition, to make sure that the City's facilities are future -ready, WSP will review the vehicle circulation strategy, floor to ceiling height, the deck drainage specifications, the access to daylight components, exit access distances, waterproofing strategies, and the mechanical, electrical and plumbing implementation strategy. This analysis will allow to convert the parking facilities to other uses at a substantial lower cost to the City in the future. The Site Validation Report's final scope will be agreed beforehand with the City of South San Francisco and will inform the procurement process about which design elements the City wants to be reflected in the project's final design 4. The Site Validation Report will also review the proposed cost for the project to inform the Cost and Revenue Analysis Report. A Real Estate Opportunities Report will feature potential value capture from commercial development revenues that could be incorporated as additional funding sources and costs of the project. This will take into consideration the potential land uses under current zoning permissions and other regulations, analysis of the highest and best use based on recent transactions from comparable properties in the area, other economic indicators for the real estate market, as well as the City's priorities. Deliverables: — Site Validation Report. — Reviewed Cost Estimate. — Real Estate Opportunities Report. 1.5 P3 Delivery Financial Model Once the parking and real estate revenue and cost forecasts are validated, WSP will develop a P3 Financial Feasibility Model, incorporating funding and financing scenarios, and will analyze most promising procurement delivery options. The P3 Financial Feasibility Model will test various project delivery assumptions, such as interest rate and coverage requirements, debt service options, or lease payment structures. The P3 Financial Feasibility Model will clearly define the constant and time series inputs, cost and revenue estimates, debt instruments, and performance metrics of the project. If parking, land development and other value capture revenues are not enough to cover the project costs, public subsidy amounts that are likely to be needed will be calculated. Options for the payment of such subsidy (e.g. milestone payments or availability payments for instance) will be reviewed with the City. The P3 Financial Feasibility Model will contain a worksheet summarizing the sources and uses of funds for each scenario. The summary tables and charts will be linked to generate summary tables and charts for the project. Specific graphs proposed include short- and long-term debt drawdowns, project net revenues, and lease costs, among other key outputs. WSP will take into 9 An in-depth site conditions assessment may be required to complement the Site Validation Report. This study would be based in site visits by subject matter experts to provide a site condition assessment. The condition assessment activities would inform the financial model and the development of procurement criteria. For this task, which could be added to the scope upon request by the City, WSP would review existing information and perform structural and architectural (including mechanical, electrical, plumbing, and ADA) evaluations. "`7 J I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership Page 10 to Construct a New Parking Structure and Commercial Office Space consideration the City's key goals, which may include an interest in avoiding any public subsidy or impact on its borrowing capacity and balance sheet. Built-in checks will verify consistency across the P3 Financial Feasibility Model, ensuring that year data (e.g. benchmark opening, design year) is consistent with other planning assumptions (e.g. parking demand model assumptions). The P3 Financial Feasibility Model will be designed to incorporate a sensitivity assessment of key variables (e.g. parking revenue forecasts, cost forecasts, financing assumptions), and will account for dependent behavior among such variables. Deliverables: — P3 Financial Feasibility Model with high-level sensitivity analysis. 1.6 Market Sounding WSP will revise the P3 Strategy and Delivery Plan based on the technical, financial, risk, and real estate analysis in the prior tasks, which will allow the City to choose its preferred delivery method based on a trade-offs analysis of how key goals are best balanced. The preferred delivery method could vary from a quick, qualifications -based one-step procurement to enter into a pre -development agreement that could be executed 3 to 6 months from the start of procurement to a more traditional two-step, firm -fixed price bid procurement that could take 12 to 24 months, but ensures greater competition and risk transfer. Based on the findings from the above-mentioned tasks, WSP will produce a Procurement Work Plan to engage with the market in Phase II. Based on the preferred P3 delivery method, WSP will refine the project schedule and include a Market Sounding and Stakeholder Outreach Strategy that will be implemented in Phase II, as described in the Procurement Work Plan. To further inform the City about the market's views on this project, we propose having robust industry outreach, that begins informally based on WSP's extensive relationship with developers and investors who might serve as potential bidders. This could include issuance of a Request for Information (RFI) and hosting an Industry Day forum to provide details to the market about the City's approach. This engagement with potential private partners, which WSP recommends for a city's first project, not only gauges interest and potential issues, but also allows interested bidders to organize their teams and align key staff and resources. Market sounding will help build the City's reputation and industry comfort with the project, which should yield greater competition and value to the City. In parallel, WSP will work with the City to develop the initial set of procurement documents, such as a Request for Qualifications (RFQ), Request for Proposals (RFP), and P3 Agreement Term Sheets, which will be refined after the Industry Day and market sounding activities as part of Phase II. Deliverables: — Market Sounding and Stakeholder Outreach Strategy. — Procurement Work Plan. — Draft Request for Information, Request for Qualifications, and Request for Proposals' documents. 5 The draft Request for Proposal deliverable for Phase I does not include all agreement attachments that are required in a procurement process. These attachments will depend on the results of Phase I studies and may require additional contractors, legal advice, and consultants. "`7 I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership Page 11 to Construct a New Parking Structure and Commercial Office Space PHASE II: P3 PROCUREMENT' For Phase II, WSP will work with the City to implement its Procurement Work Plan developed in Phase I in a manner that promotes the City's goals with maximum competition. This will include further refinement of procurement documents, issuance and implementation to yield qualified teams and responsive proposals, and a thorough evaluation process that allows the City to choose the best partner for a long-term agreement, all while staying on schedule to deliver the new and badly needed facilities. As per the Procurement Work Plan, WSP will implement the procurement process according to the City's preferred delivery method. One option would be to implement a one-step predevelopment agreement approach, and another option would be to implement a two-step firm -fixed price approach. A predevelopment agreement approach involves a private partner early in the process to work closely with the City to finalize the scope, technical requirements, and risk allocation in a collaborative manner. It has the advantage of reducing solicitation times and costs. But, the loss of competitive tension early in the process increases the risk that the City will pay a price premium and achieve less advantageous commercial terms for the final project. To mitigate the termination risk of the predevelopment agreement, special considerations on the proposer's qualifications and approach to the project can be incorporated in the RFP. The traditional P3 approach will secure a shortlist of qualified firms first through a Request for Qualifications (RFQ), which then narrows the competition to yield higher quality firm -fixed price proposals via a Request for Proposals (RFP) for the execution of the P3. The RFP process typically includes several rounds of one-on-one meetings in which key commercial and technical terms for the P3 agreement are discussed and refined based on the shortlisted teams' feedback. To achieve a successful RFP stage, the City will also have to commit and invest sufficient resources in advancing the required feasibility and engineering studies up to 30/ design for the RFP stage. This increased time and cost for the procurement should result in greater competitive tension, advantageous pricing and risk allocation to the City as a result. 2.1 Procurement Planning As part of this task, WSP will assist the City in facilitating an industry outreach process and one-on-one meetings with bidders through the RFI and/or Industry Day methods that further refines the procurement documents and proposed P3 agreement that will govern the relationship between the City and the selected developer. This further enhances team's ability to meet the City's goals while transferring risk to the party best able to mitigate it for the entire lifecycle of the project. That feedback and other details will be incorporated into a final set of procurement documents. This will also include evaluation manuals and training materials to be used by the internal City/advisor team to ensure effective adherence to solicitation goals and schedule. Deliverables: — Complete set of procurement documents in accordance with the procurement work plan. — Procurement Evaluation Manual and training materials. 2.2 Procurement Management and Evaluation Support Given our experience representing agencies in marketplaces across the globe, our team has a comprehensive understanding of the latest trends and best practices in selecting the most qualified firms to accomplish the agency's goals. Regardless of the procurement process chosen, potential bidders will raise key questions—both substantive and administrative—that the City will need to respond to thoroughly and on a timely basis to ensure healthy competition and proposals that are responsive to the City's needs. Particularly for a two-step procurement process, this will include an extensive one-on-one meeting process in which key commercial and technical terms, risk allocation, and innovative solutions will be discussed between the City and 'This scope is based on the assumption that the City of South San Francisco will engage with a law firm to review key procurement documents for legal sufficiency. If municipal bond issuance is part of the financing package chosen for the project, an MSRB registered municipal advisor may also be necessary during the procurement phase. "`7 J I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership Page 12 to Construct a New Parking Structure and Commercial Office Space shortlisted teams. WSP will ensure a smooth, coordinated process so that P3 benefits are fully leveraged. To close out the procurement, WSP will support the City to achieve successful commercial and/or financial close so that project implementation can begin seamlessly, including any additional government approvals that may be necessary. Deliverables: — Decision memorandum and presentation development support for the City of South San Francisco's procurement team to finalize selection of a preferred proposer. 2.3 Procurement Negotiations and Closing Support (post -selection) While most negotiations should be completed with the shortlisted bidders prior to selection as part of the one-on-one process described above, some technical, legal and financial refinement may need to occur prior to close. This can vary based on delivery model and legal and financing structures chosen. WSP will begin developing a strategy early in the procurement process to ensure clear recommendations and timely decisions by the City so that project implementation, and more importantly design and construction can begin on the new facilities in a timely manner. — Negotiation and Closing Strategy PHASE III: P3 IMPLEMENTATION (OPTIONAL) For Phase III, WSP can assist the City of South San Francisco in monitoring the selected proposer in their implementation of contract terms, ensuring that key performance indicators are being met. This is arguably the most important stage of any P3 project to ensuring an owner receives the full benefits of the P3 delivery model, which is all too often overlooked. Phase III will be discussed in greater depth with the City at a later stage of the technical advisory process, as it depends on the selected P3 procurement strategy. For example, should a predevelopment agreement be chosen as the preferred approach, the City will likely need further assistance from technical, financial and legal advisors to finalize a P3 agreement that meets design and engineering standards, includes key commercial terms, and reasonable pricing. But, even a more traditional P3 agreement may require additional assistance to ensure quality control during the design and construction period and compliance with key terms. WSP can also assist the City in setting up a suite of systems and procedures to ensure proper administration of the P3 Agreement so that all of the risk -transferring, performance-based provisions can be effectively enforced. WSP is prepared to assist the City in any scenario based on its decades of experience managing dozens of P3 projects for both owners and developer teams. "` I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership Page 13 7 to Construct a New Parking Structure and Commercial Office Space SCHEDULE WSP envisions a three-month schedule to complete all the tasks proposed for Phase I. WSP will work closely with the City to refine the timing of key tasks based on the availability of key information and the City's preferences and priorities. WSP will also ensure adherence to the schedule based on its extensive experience and organizational, quality control, and communications tools. But, WSP is adaptable should circumstances change and the needs arises to make adjustments as the project proceeds to ensure the most successful outcomes for the City.' PHASEISCHEDULE Phase Tasks/Milestones Month 1 Month 2 1 2 3 4 5 6 7 Project Delivery Scoping and Strategy Kickoff Meeting, Data Collection, Research and Analysis MEN P3 Capacity Building and Strategy workshop NE P3 Strategy and Delivery Plan EE Risk Allocation Analysis P3 Strategy and Risk Workshop E High-level Risk Register NONE Life Cycle Cost and Revenue Analysis City's Parking Study Memo Cost and Revenue Analysis Report Site and Design Validation Analysis Site Validation Report Reviewed Cost Estimate Real Estate Opportunities Report Development of Project Schedule P3 Delivery Financial Model Financial Feasibility Model Market Sounding Market Sounding and Stakeholder Outreach Strategy Procurement Work Plan Procurement Documents (High Level Drafts) Month 3 8 9 10 11 12 EEEE EEEEEEEE EE ■ EEEE ' To achieve the proposed schedule, it is assumed that no further revisions to the existing studies are needed, nor additional or complementary assessments are performed. In that regard, the proposed schedule may be extended, depending on the additional data collection and analysis requirements, legislative or regulatory approvals, or stakeholder engagement that may be necessary. X% %7 I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership Page 14 to Construct a New Parking Structure and Commercial Office Space PHASE II SCHEDULE: We will work with the City in defining a detailed schedule for Phase II once the preferred P3 approach has been approved. WSP has provided the following optionality for Phase II, though it will be further refined based on the City's preferences. Option 1 is a one-step predevelopment agreement approach, and Option 2 is a two-step firm -fixed price approach. As discussed in our approach section above, these are two common procurement options that will be considered among others that have different advantages and timelines. Phase Tasks/Milestones Months 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 2 Option 1: One -Step Process RFP Drafting/issuance RFP Responses/Evaluation Predevelopment Agreement Executed P3 Agreement Executed Option 2: Two -Step Process RFQ Drafting/Issuance RFQ Responses/Evaluation Draft RFP Issued and One -on -One Meetings �■■■■ Final RFP Issued and Responses ,�■■■� evaluated P3 Agreement Executed and „ Financial Close Achieved PHASE III SCHEDULE: A schedule for Phase III to implement the resulting P3 Agreement will be developed in concert with the City should it choose to retain WSP for additional services. DETAILED PROJECT DESCRIPTIONS MARYLAND TRANSIT ADMINISTRATION (MTA) PURPLE LINE I BALTIMORE, MD Services Provided: FTA Capital Investment Grant Support; Financial Planning; Value for Money Analysis; Financial Feasibility; Procurement Strategy and Implementation The Purple Line project consists of a 16.3 -mile at grade light rail transit (LRT) line in suburban Washington D.C. Starting in 2011, WSP was challenged with developing a plan to finance and fund the project. This plan included 20 -year capital and operating plan cash flows, as well as analysis of past operating financial performance and trends. WSP worked closely with Maryland Department of Transportation (MDOT) and MTA to develop financial assumptions that were consistent with FTA guidelines for financial planning. This financial plan was used for a New Starts application that would help fund the project. Through our team's work, the Purple Line became one of only four projects that received FTA permission to enter New Starts Preliminary Engineering in 2011. It is the second P3 New Starts transit project in the United States. "` I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership Page 15 7 to Construct a New Parking Structure and Commercial Office Space In early 2013, the Maryland Secretary of Transportation's Office requested that WSP undertake a series of evaluations and policy analyses to help the State determine if an alternative delivery approach for the Purple Line - ranging from Design -Build to Design -Build -Finance -Operate -Maintain - should be considered. WSP prepared an initial screening study to evaluate project delivery options and assess the range of available P3 alternatives. The process included workshops to help educate the MTA, the MDOT, and other stakeholders on best practices, pros, and cons of alternate project delivery. Through both qualitative and quantitative analysis for the project, the screening concluded that a P3 concession could offer significant opportunities for cost savings through risk transfer, risk mitigation, and lifecycle cost efficiencies. The findings were summarized in a report for the Maryland Board of Public Works, which approved the project for procurement as a P3 as required under the Maryland P3 statute. WSP's ability to bring together industry experts and public sector P3 advisors at this early stage has resulted in a P3 procurement based on clearly articulated state policy goals and objectives. WSP was later tasked to supervise the production of key procurement documents (e.g. Request for Qualifications -RFQ-, Request for Proposals -RFP-, Instructions to Proposers -ITP-, P3 Agreement, etc.), and effectively led the procurement from the Industry Forum and RFQ short -listing processes to the final evaluation and selection of the preferred proponent; and final agreement negotiation (early 2016). As of this writing, the team continues to provide support focusing on contract management and program monitoring. Additional information for this project can be found in Appendix A: Work Samples. CALTRANS/SFCTA PRESIDIO PARKWAY I VARIOUS LOCATIONS/SAN FRANCISCO, CA Services Provided: Program Management; P3 Advisory; Financial Feasibility and Planning; Risk Assessment Presidio Parkway is a 1.6 -mile access road to the iconic Golden Gate Bridge. Given the asset's poor condition, the San Francisco County Transportation Authority (SFCTA) decided to replace the historic roadway in 2007. WSP was engaged by SFCTA as program manager for the replacement project, including a variety of design and planning tasks. As part of this contract, WSP provided strategic consulting services to develop appropriate tolling, financial feasibility, and procurement options analyses. WSP wrote the initial FHWA Mega Project Financial Plan and successful $46 million TIGER Grant Application. The procurement options analysis included qualitative and quantitative (Value -for -Money) analyses and associated risk assessments. The project was split into two phases, and for the second phase SFCTA elected to pursue a P3 delivery approach. WSP assumed a lead role in development and execution of the P3 procurement, including procurement strategy, drafting the RFQ and RFP, drafting the contract (focused on the technical specifications and payment mechanism), assisting in the evaluation of proposers' qualifications, supporting one-on-one meetings, evaluation of final proposals and assisting in negotiations with the preferred proposer. WSP continues to support the project through oversight and management activities as extension of staff to SFCTA and Caltrans. This project won American Roads and Transportation Builders Association P3 Project of the Year in 2012. MARYLAND DEPARTMENT OF TRANSPORTATION (MDOT) 1-495 & 1-270 P3 PROGRAM I BALTIMORE, MD Services Provided: Life -Cycle Analysis; Procurement Strategy and Implementation, P3 Program Development The Maryland Department of Transportation (MDOT) announced the Traffic Relief Plan (TRP) to reduce traffic congestion, increase economic development, but most importantly, enhance safety and return quality of life to Maryland commuters. The largest initiative in the Traffic Relief Plan is the I-495 and I-270 P3 Program to evaluate improvements in the I-495 and I-270 corridors, which will consider transformative solutions to address congestion along these highways in Montgomery, Prince George's, and Frederick Counties. This program is a historic effort to reduce congestion for millions of Maryland drivers by seeking input from the private sector to DBFOM improvements on both I-495 and I-270. Improvements are focused on transforming these overloaded interstates to allow people to reach their destinations faster and remove overflow traffic from the local roads. "` I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership Page 16 7 J to Construct a New Parking Structure and Commercial Office Space WSP has played an integral role in the I-495 & I-270 P3 Program, assisting MDOT with technical services, risk analysis, facility life -cycle and operations and maintenance (0&M) strategies, procurement and contract support (including support for development of the RFQ, RFP, performance specifications, and technical provisions), and P3 program development. ABU DHABI PARKING GARAGES DBFOM P3 I ABU DHABI, UAE Services Provided: Procurement; Coordination of Technical & Legal Advisors; P3 Commercial & Financial Analysis; Structuring; Developer Negotiations While leading the P3 project advisory team for KPMG in Abu Dhabi and Dubai, Michael Palmieri advised the Abu Dhabi Department of Transportation (DoT) on the procurement of 10 multi -storied P3 car parks (approximate project cost $75 million) to be developed on a DBFOM P3 basis in the UAE capital city of Abu Dhabi. The procurement included four separate projects for batches of garages. He was responsible for co -managing all aspects of the multistage procurement (RFQ/RFP) process, including managing technical and legal subcontractors, developing tender documentation, coordinating the parking analysis experts (demand forecasts and pricing studies), overseeing financial modeling, bid evaluation, developer selection and assisting in negotiation of the long term P3 project agreements between DoT and developers. LONG BEACH CIVIC CENTER P31 LONG BEACH, CA Services Provided: P3 Commercial & Financial Analysis; Procurement; Structuring; Developer Negotiations Michael Palmieri (p3point) served as lead P3 financial advisor to the City of Long Beach on the procurement, financing and deal structuring of the landmark, P3 industry award winning, new civic center campus on a DBFOM P3 privately financed basis, with 40 year operating and maintenance term. The advisory work included development of the RFP and procurement process, evaluating various project legal and project finance structures (63- 20, 5016, COPS, LRBs, taxable) and terms, developing and assisting in negotiating risk allocation, leading financial and affordability analysis, developing financial bid evaluation criteria, leading bid evaluations of the financial submittals, developing the complex 40 year payment formula, sizing KPI penalty amounts, providing assistance on project development and contract negotiations, and structuring innovative deal components that saved millions of dollars for the City. The $530 million P3 government project includes new City Hall, Main Library and Port Headquarters totaling over 583,000 square -feet of office space, 453 new underground parking spaces and new city park of 4.9 acres. Subsequent to financial close, p3point also provided analysis and advice to the City on a proposed new six story parking garage with 1,042 spaces to be implemented on a P3 basis. An additional $1 billion private real estate development is planned for the site after project completion. HENRY J. DALY BUILDING I WASHINGTON, D.C. Services Provided: P3 Advisory, Project Management, and Technical Advisory WSP was selected to provide project management and technical advisory services for a potential public-private partnership (P3) procurement to renovate the historic Henry J. Daly Building, which currently houses the headquarters for the District of Columbia Metropolitan Police Department. The 450,000 -square -foot landmark was built in 1939 in the district's thriving Chinatown neighborhood. WSP's scope of work included technical and engineering reviews of the facility in its current state, assistance with the determination of future needs and developing most aspects of procurement documents, advising and participating in the procurement process and contract negotiations, and providing general research and analysis on a range of technical matters related to the project. The Office of Public -Private Partnerships (OP3) of the District of Columbia received an Unsolicited Proposal and requested additional proposals from alternative offerors, receiving a total of four proposals, the original included. The project called for a Long-term, performance-based contract in which the Contractor Designs, Builds, Finances, and Maintains the public facility (DBFM). "` I ) City of South San Francisco i Technical Assistance Consulting Services for Forming a Public Private Partnership Page 17 7 to Construct a New Parking Structure and Commercial Office Space WSP provided professional support services to augment the Office of Public -Private Partnerships (OP3) and Department of General Services (DGS) staff, assisting in the management of work streams and resources to deliver the project in the most cost- effective way, with the best possible value -for -money (VfM); advising on project scoping, business case, timeline, and workflows; providing real estate due diligence support; drafting project documents, including the Request for Expression of Interest and Request for Alternative Proposals with direct input from other advisors and all government offices; and assisting with the development of a risk register that assesses all potential risks associated with the project. WSP also provided technical assistance such as the review of architectural elements, historic impacts, and zoning analysis; reviewing, inspecting, and reporting on facility conditions for all systems and structures; developing a cost estimate for capital and long-term cost of ownership, and providing these figures for the VfM analysis; developing technical requirements and reviewing criteria for all procurement documents; and acting as the District's consulting facilities engineer for the purposes of procuring the renovation and long-term maintenance of the project. NORTH CAROLINA DOT CHARLOTTE RED LINE I RALEIGH, NC Services Provided: P3 Evaluation; Tax Exempt Financing and Implementation Planning The North Carolina Department of Transportation (NCDOT) supported the evaluation of a financing strategy for the Charlotte Red Line from Charlotte to Mooresville. During the planning for the Red Line Regional Commuter Line, WSP lead the effort to secure agreement among the taxing entities and local land owners to support the local portion of the capital and operating costs for the 25 -mile route. The revenue projections were then used to conduct a preliminary Value for Money analysis to determine if the revenues could be the Availability Payments under a DBFOM P3 structure. The conclusion was that the P3 structure was feasible. Additionally, the two most active underwriters carrying out value capture financing across the country, were engaged to determine how tax-exempt bonding could provide the required capital costs. Both concluded that the approach was feasible. The effort resulted in the Draft Business/Finance Plan, arguably the most detailed plan developed for a transit project. The effort was terminated when Norfolk Southern, after supporting the engineer and cost projections for two years, withdrew their offer for the commuter rail to use their existing freight line. FHWA CENTER FOR INNOVATIVE FINANCE RESEARCH STUDY I NATIONWIDE Services Provided: P3 Options Analysis; Value for Money Analysis; Risk Allocation This report prepared for the FHWA Center for Innovative Finance support synthesizes the findings of an international scan tour focusing on the use of public-private partnerships (P3) to design, build, finance, operate and maintain transportation infrastructure. The 2008 scan investigated best practices and performance outcomes in countries with developed P3 markets in Europe and Austria, and also recommended a series of follow-on studies to provide additional information on practices that could transferable in the U.S. context. The intent of the report is to consolidate the knowledge emerging from these different investigations and make it more accessible. The report documents P3 activity in the United V V Kingdom, Australia, Portugal, and Spain and identifies transferable strategies for the DO evolving U.S. P3 market. The report provides documents the level of P3 activity, the rationale for using P3 procurements, and the scale and characteristics of projects that have been implemented on a P3 basis an overview of P3 activity in the four scan countries, as well as Canada, which was not part of the scan but is included in the subsequent analysis. The report focuses on the following technical issues in each of the country's studies: P3 delivery options, value for money analysis, and risk allocation. The report provides profiles of twelve notable P3 projects, together with anecdotal information on a wide array of other P3 procurements. TREASURE ISLAND MOBILITY MANAGEMENT AGENCY (TIMMA) I SAN FRANCISCO, CA Services Provided: Parking Demand Forecast WSP devised an integrated, multimodal transportation system that maximizes mobility and financial sustainability, while reducing the traffic impacts of the Treasure Island Development Project in San Francisco. "` I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership Page 18 7 to Construct a New Parking Structure and Commercial Office Space The transportation system is meant to serve a newly developed community that will feature 8,000 residential units plus conference facilities. To support analysis of the demand forecast and policy options, WSP also serves as the lead for the financial modeling and analysis. Through comprehensive financial modeling, conforming to FAST Financial Sector best practices, and ground -up cost and revenue analysis, WSP prepares annualized estimates of revenue and operating and maintenance costs for over forty years of projected operations. The associated parking analysis is based on the demand forecasts and supply for on -street and off-street parking, ferry and transit services, and tolling infrastructure. Our model allows for dynamic analysis on the impact of changes to primary assumptions used for numerous sensitivity tests to gauge the variance in parking collection and maintenance costs and revenues with uncertainty in parking rates, opening years, exemption and subsidy policies, and build out schedules. Detailed parking analysis is estimated using underlying unit costs and operational assumptions for dynamically priced on -street parking, and off- street structure and surface lot facilities. CALIFORNIA HIGH-SPEED RAIL AUTHORITY RAIL DELIVERY PROGRAM I SACRAMENTO, CA Services Provided: Station and Development Analysis; Financing Scenarios The California High -Speed Rail Authority is under construction for the Initial Operating Segment (IOS) for the high-speed rail system in California. WSP conducted an evaluation of the Station Area Plans for each of the IOS high- speed rail cities (San Jose, Gilroy, Fresno, Bakersfield, Palmdale, Burbank, Los Angeles and Anaheim). We also provided analysis of the development potential and project value capture potential to the Authority for each station. The potential values varied significantly among the various stations. Our team then created financing scenarios including tax-exempt bond financing. The scenarios included variations such as whether the State would provide a standby guarantee. Finally, we conducted research on statutes across the county related to broad revenue approaches to support transit and case studies of successful joint development, air rights sales or long term leases and TIF and assessment district supported transit projects. BECKLEY INTERMODAL GATEWAY I BECKLEY, WV Services Provided: Technical and Design Advisory, Project Management WSP led a team of building architects and engineers in the design of a new urban parking structure and transit center building that would house the city's current shuttle bus service and future Greyhound bus service as well as provide mixed use office and retail space in future phases. The project is envisioned as an opportunity for downtown redevelopment and revitalization. The Federal Transit Authority (FTA) is the funding source for this effort. The City of Beckley is managing an overall budget of approximately $25,000,000, for developing all NEPA-required documents, site survey, geotechnical studies, feasibility studies, architectural conceptual design, site master planning, public engagement, and coordination and liaison with FTA. This budget includes a 20% match which the City of Beckley must provide. The approved project consists of a new transit facility (4,000 SF building, 24 bus parking spaces and two bus loading bays); multi- level structured parking (350 car parking spaces); public gathering and plaza areas; and a mixed-use building with office, retail and shared open space (41,900 SF on two levels). The cost estimate is projected to be approximately $31,000,000. The difference between the available budget and the projected budget is being actively addressed with FTA. "` I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership Page 19 7 to Construct a New Parking Structure and Commercial Office Space WSP provided overall planning, project management, landscape architecture, civil engineering, structural engineering and security engineering. Team members included Niles Bolton Architecture; Newcombe & Boyd mechanical, electrical and plumbing; Barry Nation, signage; Williams Associates, waterproofing consultants and GLEEDS, cost estimating, all from Atlanta, Georgia with ESIWV, surveying, erosion control and permit assistance from Beckley, West Virginia. The team is completing construction documents in December 2009 in preparation for bidding in January 2010. This project has been designed and submitted for registration at the LEED Silver level. WEST BELLFORT PARK AND RIDE PARKING STRUCTURE I HOUSTON, TX Services Provided: Technical and Design Advisory West Bellfort Park and Ride provides 1,800 parking space for riders of the Harris County Metro Bus System. Under this conceptual design assignment, WSP was tasked with transitioning the parking spaces from surface lots to structured parking to increase parking capacity and transition the surface parking into sites for future Transit Oriented Development. The proposed 3,200 vehicle parking garage is a six -level facility that is constructed over a six -bay bus transfer platform. It has been designed to be constructed in two phases to allow for continued operation of the existing surface parking and the park and ride facility. Site access includes ramps to HOT/HOV lanes leading to and from to US 69 which is the main highway connecting Sugar Land to Houston. The first phase adds 1,200 vehicles on six levels over a new six bay transit center; the second phase adds 2,000 vehicles on six levels over the footprint of the existing transit center. BUTLER UNIVERSITY PARKING GARAGE AND MIXED-USE RETAIL DEVELOPMENT PROJECT INDIANAPOLIS, IN Services Provided: Technical Advisory and Procurement Management Increasing student enrollment combined with growing attendance at performances at Butler Universities University's Performing Arts Complex, Clowes Memorial Hall, and sporting events at Hinkle Fieldhouse precipitated the University Administration to consider developing a Parking Garage with Mixed Use Retail at the intersection of Sunset Avenue and Lake Road. This location provides an excellent opportunity for this mixed-use facility to support students, faculty and staff during the day; and, patrons and spectators during evening and weekend events. To achieve this objective, Butler University turned to WSP to help the University obtain development proposals for a parking garage with mixed use retail on their campus. The goal is for the University to enter into a partnership with a selected developer that will result in a project that maximizes private sector development as well as the number of new campus parking spaces available. WSP assisted the University with preparation of the Request for Qualifications (RFQ) as the first step in selecting a shortlist of Qualified Development Teams, and the development of the Request for Proposal (RFP) which establish the ground rules for Proposal content and schedule. With the University, WSP evaluated the qualifications for the developers that expressed interest in the project. From this vetting process five teams were selected to submit proposals. WSP and Butler University met with the five qualified development teams in confidential one-on-one meetings to discuss each Proposer's concept and respond to their questions. Subsequently, each team submitted their proposal for consideration. WSP reviewed each proposal to develop a technical score that, combined with a cost score, to determine the best value proposal for Butler University. The University with WSP determined that Keystone Development's proposal for a six -level parking garage with 19,200 square feet of retail space represented the best value proposal. As the selected developer, Keystone then entered into the Exclusive Right to Negotiate (ERN) period with Butler University. During this period, the developer and University refined the final scope of the project and negotiated a fixed firm price. Through this process an agreement was reached to construct a five level 1,040 space post tensioned parking garage with 15,000 square feet of commercial retail. Construction of the $20 million Sunset Avenue Garage began in July 2014 was completed in August 2015. "` I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership Page 20 7 to Construct a New Parking Structure and Commercial Office Space POTOMAC YARD METRORAIL VALUE CAPTURE ANALYSIS I ALEXANDRIA, VA Services Provided: Financial Feasibility; Fiscal Impact Analysis; Real Estate Validation; Value Capture Study WSP has worked with the City of Alexandria since 2009 to develop a financial plan to pay for a new Metrorail station along WMATA's existing Blue and Yellow lines in a rapidly redeveloping area known as Potomac Yard. As part of this effort, we forecast the revenue generating potential of planned new residential, office, retail, and hotel development in the Potomac Yard subarea. This analysis combined likely future development buildout scenarios with applicable city -specific tax mechanisms, including residential and commercial property taxes, sales tax, lodging taxes and room fees, meal taxes, and business license and business tangible taxes. The analysis found that the revenue sources described above combined with a special tax district and developer contributions would generate sufficient revenue to cover future debt service for station construction costs without any impact on the City's existing tax base. In addition, we have assisted the City with TIGER grant applications as well as a successful application for a Virginia Transportation Infrastructure Bank (VTIB) loan to fund the project. Our team leveraged its knowledge of the project and financial analysis capabilities to run scenarios showing the impact of a potential VTIB loan on the project's debt service coverage, and other critical metrics. WORK SAMPLES We have included two samples of work and both of which are included in the Appendix at the end of this proposal. Appendix A details our work with the Maryland Transit Administration's Purple Line and Appendix B detailed our work with the BATIC Institute. Please refer there to see these representative samples. "` I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership Page 21 7 to Construct a New Parking Structure and Commercial Office Space TEAM MEMBERS The WSP team has been carefully constructed to provide the specialist expertise, where needed, for the full spectrum of needs that the formulation of P3 to construct this parking structure entails. Our team is managed and led by experts with decades of experience encompassing each facet of the development of a P3 to fund infrastructure projects; and brings in expertise PROJECT TEAM WSP has assembled a team of specialists that are dedicated to providing technical advisory services to the City. Our project management team and discipline leads bring extensive P3, alternative delivery and procurement experience. Project Manager Judah Gluckman and Deputy Project Manager Camilo Monge will directly oversee deliverables from each phase and manage each of the respective discipline leads. Our management team is also supplemented by Deborah Brown and Sallye Perrin as Senior Advisors. Together, Deborah and Sallye bring more than six decades of alternative delivery, procurement and project management experience and invaluable understanding guidance throughout the duration of this project. Short biographies for our key personnel can be found below. JUDAH GLUCKMAN, ESQ I PROJECT MANAGER ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Firm: WSP Yrs. of Experience: 15 Judah Gluckman has more than 15 years of experience providing P3 and financial advisory services for major infrastructure projects in the public and private sectors. He recently joined WSP from the District of Columbia government, where he most recently served as Deputy Director and Counsel of the Office of Public - Private Partnerships (OP3), an agency he helped create as principal drafter of its enabling legislation. Under his tenure, he grew OP3 to a staff of 8 with a $2 billion pipeline that includes a smart lighting network, historic police headquarters, and many other assets. He played a lead role on managing project procurements, training staff in P3 best practices, engaging stakeholders, and overseeing key legal and regulatory matters. Before standing up OP3, he was Deputy Director in the Office of Policy and Legislative Affairs for Mayor Muriel Bowser, where he was a liaison to the DC Council and coordinated District policies and programs in virtually all areas. Prior to joining DC government, Judah worked on telecommunications regulatory matters and appellate litigation for Kellogg, Huber, Hansen, Todd, Evans & Figel, PLLC. He also served as a Metcalf Policy Fellow and Assistant to the Chief of Staff for Chicago Mayor Richard M. Daley, where he worked on the Chicago Skyway P3 project. When he is not serving clients on critical infrastructure projects, Judah teaches P3s at the American University School of Public Affairs. CAMILO MONGE I DEPUTY PROJECT MANAGER ------------------------------------------------------------ Firm: WSP Yrs. of Experience: 7 Camilo Monge has experience in economic and financial assessments of infrastructure projects and proposals, as well as performing due diligence on public-private partnership (P3) contracts. He also has performed organizational structuring proposals, economic studies and planning engagements. He has recently participated in the BART Silicon Valley Phase II (BSV II) Extension to San Jose and supported VTA's efforts to advance BSVII to a Full Funding Grant Agreement by 2020, where he has authored the PMT'S Management Capacity and Capability Plan, assisted in the review of 30+ required management documents and procedures, and assisted in the preparation of the Value for Money analysis for BSVII to participate in the Federal Transit Administration's (FTA) Expedited Project Delivery (EPD) Pilot Program. "` I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership Page 22 7 to Construct a New Parking Structure and Commercial Office Space JODIE MISIAK I PROJECT DELIVERY AND PROCUREMENT LEAD Firm: WSP Yrs. of Experience: 15 Jodie Misiak has more than 15 years of experience providing P3 and financial advisory services for major infrastructure projects in the public and private sectors. She is an expert at leading complex, multidisciplinary teams for infrastructure asset screening, feasibility assessment, project evaluation, delivery and management. Prior to joining WSP, Jodie served as Director of Maryland DOT's Office of Innovative Project Delivery, where she was responsible for concept screening and selection processes; scope refinement; risk allocation; multiphase solicitation management; legislative reviews and reporting; contract development and negotiations; and project accountability monitoring. She was also on the MDOT project delivery team providing leadership for the first surface transportation P3 in the state—the MTA Purple Line project. MICHAEL PALMIERI I FINANCIAL ANALYSIS AND REAL ESTATE VALIDATION LEAD --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Firm: P3Point Yrs. of Experience: 33 Michael Palmieri, Financial Analysis and Real Estate Validation Lead, has more than 30 years of experience helping government and private sector clients arrange, structure and negotiate P3 financing, develop strategies, evaluate project feasibility, analyze alternative financial and funding structures and approaches, develop, manage or bid concession and P3 procurements (RFQs-RFPs, structuring and negotiating project documents, payment mechanisms, value for money analysis) and innovatively help clients to find ways improve efficiency, affordability and profits. Michael has experience on nearly every side of the infrastructure and P3 table, from project finance banker, equity investor, developer to government advisor, working on dozens of P3 projects in the U.S. and overseas across a broad span of infrastructure sectors, including municipal buildings, parking garages, transportation, water and power. P3point is an MSRB/SEC Registered Municipal Advisor and Michael has passed the Series 50. itTOM BROOKS -PILLING I TECHNICAL VALIDATION LEAD --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Firm: WSP Yrs. of Experience: 41 Tom Brooks -Pilling, Technical Validation Lead, has led the planning, design and technical evaluation of parking structures ranging in size from a 200 -car medical campus parking structure to the 8,000 vehicle Central Garage at BWI Airport in Baltimore, Maryland. His experience includes the incorporation of technology driven parking solutions that includes "smart park wayfinding"; "high density stacked parking"; license plate recognition and "fast pass" payment systems. In planning, designing and evaluating different parking solutions Tom considers the following criteria: durability - employ construction solutions that will provide a long term durable parking structure that is easy to maintain; sustainability - consider how to save operational cost and improve the environment; future ready - consider how the parking deck could be converted to another use when parking demand declines or increased land values dictate. Project delivery methods have included traditional design and construction, design -build, design -build -finance -operate -turnover. AUDEN KAEHLER I COST/DEMAND VALIDATION LEAD Firm: WSP Yrs. of Experience: 17 Auden Kaehler, Cost/Demand Validation Lead, has 17 years of experience as a consultant and he currently serves as manager of the Highway/tolling Project Development and Finance service area. He has a background in financial modeling, with specific expertise in infrastructure finance, procurement, benefit - cost analysis, econometric modeling, competitive assessment, tolling analysis, demand and revenue forecasting, economic evaluation, alternative energy projects, and survey development. Auden's advisory and management experience covers roadway funding and financing including; conventional tolling, dynamic tolling, parking, mileage based user fees, cordon pricing, fuel taxes, and vehicle fees. Auden is trained in FAST financial modeling and has worked with both agencies and investors on financial evaluation, from statewide tolling studies to investments to on -street and off-street parking facilities. As part of his work he is "` I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership Page 23 7 to Construct a New Parking Structure and Commercial Office Space also involved with detailed analysis on the revenue and cost implications of implementing new technologies and procuring vendor services. JOHN FISHER I PRINCIPAL -IN -CHARGE Firm: WSP Yrs. of Experience: 17 John Fisher has 17 years of public policy, legislative, project management and community and inter- governmental relations experience on the local, state and federal levels. John has developed strong management, interpersonal and organizational skills through working with diverse communities and stakeholders on complex transportation projects and policy initiatives. Since joining WSP in 2008, John has led efforts within the company to develop an alternative procurement practice in the Bay Area and California. John has worked to analyze alternative procurement opportunities under new state legislation SB 4, including Public Private Partnerships (P3), Design -Build and Design - Build -Operate Maintain methods of delivery on Bay Area Express Lanes and currently for the San Francisco County Transportation Authority (SFCTA), and California Department of Transportation (Caltrans) on the Presidio Parkway project (formerly Doyle Drive), where he currently serves as WSP's Project Manager. On Presidio Parkway, John helped lead WSP's team during the transition from Phase I (design -bid -build) to developing a business case to evaluate procurement options and determine value -for -money of the second phase delivered as an availability payment structured P3 procurement. John was involved in the development of the California Transportation Commission application and technical specifications for the RFP as well as supporting the sponsors in one -on -ones with developers, bid evaluations and negotiations with the preferred bidder, commercial close and ultimately financial close. For the first P3 project under SB 4, John and his team developed and provided trainings to department staff on alternative procurements and developed manuals and an organizational structure for the sponsors to administer this first P3 contract. John continues to manage WSP's team advising the sponsors on contract administration, third -party interactions, risk management, schedule evaluation, audits and claims review through the conclusion of construction in 2015. JAY PRIMUS I SENIOR ADVISOR (PARKING POLICY) -Firm:-Primus-Consulting Yrs. of Experience: 20 Jay Primus, Principal of Primus Consulting, has nearly 20 years of experience in transportation and project management. He has experience envisioning and implementing bold changes to municipal transportation, rooting those changes in sound performance measurement, managing teams, and making smart use of technology and data to make it happen. From 2007 through 2013 Jay managed parking in San Francisco, including the groundbreaking federally funded SFpark program that used better pricing and information to manage demand. SFpark was one of the world's first concrete smart city projects and remains a rare example of how cities can use big data to make better decisions, improve operations, manage contracts, reduce costs, and deliver social benefits. The SFpark team combined unprecedented data collection, management, and analytics with careful attention to how design, marketing, and communications can enhance user experience. In addition to the SFpark role, Jay led various initiatives related to residential parking, commercial loading, vehicle sharing, accessible parking, and electric vehicles. Prior to SFpark, Jay worked on transportation policy, performance measurement, transit, and transportation demand management at Nelson\Nygaard, a transportation consultancy based in San Francisco. Before Nelson\Nygaard, he worked at the SFMTA on special projects, which included leading the design of San Francisco's first bus rapid transit project. Jay has also worked as a cartographer, most recently co -designing San Francisco's transit map introduced in 2015. "` I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership Page 24 7 to Construct a New Parking Structure and Commercial Office Space DEBORAH BROWN I SENIOR ADVISOR Firm: WSP Yrs. of Experience: 20 Deborah Brown brings more than 20 years as a recognized leader in the P3 industry, having led the initial implementation of the Virginia Department of Transportation's (VDOT) highly successful and long running P3 program, which included writing the initial Program Guidelines and negotiating the first new -build project under the VDOT's P3 program. She also previously served as FHWA's strategic delivery team leader for the Office of Innovative Program Delivery. Deborah currently leads WSP's Alternative Delivery practice and advises clients nationwide on public finance and implementation of P3 and innovative financing solutions. She is also leading the development of a P3 Basics Overview course for the BATIC Institute - blending expert instruction and case studies to highlight core principles and practices of successful P3 project delivery. KEY SUPPORT TEAM MEMBERS JULIAN GONSALVES I FINANCIAL ANALYSIS --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Firm: WSP Yrs. of Experience: 10 �. Julian Gonsalves is the service area manager for Investor Advisory & Analytics within the Alternative Project Delivery service area, specializing in public-private partnerships (P3), infrastructure development and finance. In that capacity, he has undertaken specialized financial and economic analyses and advised clients on alternative delivery procurement for various sectors in the built environment. He has been involved in the development of complex short- and long-term financial forecasts and plans that cover the full lifecycle of major built infrastructure investments. Julian is experienced in evaluating projects through data evaluation and creating key performance indicators that serve to inform and drive strategic decision making. Julian received his Certified Financial Analyst designation in October 2016 and is a Certified P3 Professional (CP3P). He has project delivery, financial analysis and planning, sustainability and construction experience in India, the United Arab Emirates (UAE), Canada and throughout the United States. TIMOTHY THORNTON I REAL ESTATE VALIDATION Firm: WSP Yrs. of Experience: 18 Tim Thornton is an economic, market and financial consultant with experience providing solutions for public and private sector clients with questions involving real estate financial and market feasibility, fiscal and economic impacts, financial analysis and funding options and optimal land use decision making. Mr. Thornton has many years of experience as a consultant to public sector clients ranging from local governments; housing authorities; state and local transportation agencies; federal development authorities; and private sector clients including developers, financial institutions and non -developer landowners. Mr. Thornton has conducted real estate validation and analysis for municipalities, public transportation agencies and private clients across the county; including his work with the City of Newport News where he analyzed the market feasibility of residential land uses in a variety of densities and formats, from multifamily apartments and condominiums to townhomes, as well as non-residential uses including office and hotel. The analysis also factored in the interrelationship between certain land use mixes and their impacts on parking and other factors (e.g. daytime users vs. nighttime users of various uses). The market-driven findings and recommendations helped the City understand the best land use plan for the site and shed light on the development's revenue generating potential that could be channeled to the station costs. Prior to joining WSP, he worked for the U.S. Department of Housing and Urban Development (HUD), Morgan Stanley investment advisors, and two leading urban economics firms in the greater DC area. "` I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership Page 25 7 to Construct a New Parking Structure and Commercial Office Space TEAM ORGANIZATION The figure below depicts our team organization chart by discipline. Recognizing that this project is structured in several different phases, and as outlined in our approach section in this proposal, the WSP team has been structured to provide support and guidance to the City throughout each phase. This streamlined and concentrated team bring extensive experience in each of their assigned disciplines, as well as a history of success in P3s, alternative delivery projects, parking structures, and collaborating. John Fisher n c�L�RN1P 0111miudah Gluckman i Deputy Project• - Camilo Monge Deborah Brown Jay Primus Jodie Misiak qP ; Michael Palmieri Tom Brooks -Pilling Auden Kaehler Ken Beehler Julian Gonsalves (Financial Analysis) Douglas Frazier Aly EI Salmi Tim Thornton (Real Estate) SIGNIFICANT FUNCTIONAL RELATIONSHIPS Judah Gluckman will serve as the project manager and single point of contact for the City. He will be responsible for not only providing technical direction to the project team as it relates to the execution of the scope of work, but will confirm that the project stays on scope, schedule and budget. He will also be responsible for reviewing all draft and final deliverables. Deputy Project Manager Camilo Monge, located in WSP's San Francisco office, will be the local liaison for the project and will support the Project Manager in coordinating task development across teams. He will responsible for organizing and implementing the P3 Capacity Building and Strategy workshop with the City's appointed staff, and will be in charge of planning and management of all deliverable presentations and follow up. Judah, Camilo and the project management team will be supported by the following: — Principal -in -Charge, John Fisher, can mobilize WSP resources to meet the needs of the contract and will be engaged in the project from the notice of award to project close-out. The Principal -in -Charge will monitor the performance of the Project Manager and obtain briefings by the Project Manager on the status of the project and deliverables. While the Project Manager establishes client, satisfaction based on team performance, the Principal -in -Charge assures that this is occurring. As the Northern California District Manager, John also brings an in-depth background and understanding of the City and its stakeholders. — Senior Advisors Deborah Brown and Jay Primus bring decades of combined P3 advisor and parking policy and management experience to transportation projects across the country. They will be involved from the beginning of the project to help the City and the team streamline all efforts to meet the proposed schedule. They will not only be engaged in the review of draft and final deliverables, but have leading roles in the statute review, P3 feasibility analysis, and industry day. They will serve as a resource to the project manager and team. — Task Leaders Jodie Misiak, Michael Palmieri, Tom Brooks -Pilling, and Auden Kaehler, in collaboration with and at the direction of the project manager, will manage and direct their task and subtasks. The team is prepared to work with the City through the various phases of this project and these discipline leaders and their supporting team are committed to working with the City through the duration of this project to help it achieve its goals for this life of the project and its next as well. "`7 J I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership Page 26 to Construct a New Parking Structure and Commercial Office Space REFERENCES The WSP team has collectively prepared project profiles that speak to our team's and key personnel's unique experience helping clients explore strategies, including P3s, to fund infrastructure projects and programs throughout the country. In addition to our project profiles that detail our experience at the end of the Company Profile and Qualifications section, we have collected client references for several projects and they can be found below. For the members of our team, the relationships made with each client are some of our biggest assets. Further information about our relationships can be found below. A guiding principle of our team is the focus that each project is an opportunity to help the greater community for which the client serves and build a strong working relationship and develop a lasting partnership. Please use any of the following references to confirm WSP's expertise in the field. Purple Line; Maryland Transit Administration; Baltimore, MD Presidio Parkway; San Francisco County Transportation Authority; San Francisco, CA Daly Building; Washington D.C. Department of General Services, DC MDOT I-495 & I-270 P3 Program; Maryland Department of Transportation State Highway Administration, Baltimore, MD Treasure Island; San Francisco County Transportation Authority; San Francisco, CA Long Beach Civic Center; City of Long Beach; Long Beach, CA West Bellfort Park and Ride; Metropolitan Transit Authority of Harris County; Houston, TX Butler University Parking Garage; Indianapolis, IN Kevin Quinn, Administrator, MDOT MTA KQuinn@mta.maryland.gov Tilly Chang, Executive Director Tilly.chang@sfcta.org Yohance Fuller, Chief Operating Officer Yohance.fuller@dc.gov Lisa Choplin, Director, I-495 & I-270 P3 Office lchoplin@mdot.maryland.gov Rachel Hiatt, Asst. Deputy Director of Planning Rachel.hiatt@sfcta.org John Gross, Finance Director / CFO, City of Long Beach john.gross@longbeach.gov Amma Cobbinah, Senior Transit Planner Amma.cobbinah@ridemetro.org Richard Michal, VP and Chief Facilities Officer, Purdue Research Foundation rjmichal@prf.org "` I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership Page 27 7 to Construct a New Parking Structure and Commercial Office Space BUDGET HOURLY COMPENSATION RATES - Project Role John Fisher Principal -in -Charge $386.69 Deborah Brown Senior Advisor $204.38 Jay Primus Senior Advisor $245.00 Judah Gluckman Project Manager $212.60 Camilo Monge Deputy Project Manager $136.33 Jodie Misiak Discipline Lead $247.42 Ken Beehler Project Delivery and Procurement $180.41 Michael Palmieri Discipline Lead $350.00 Julian Gonsalves Financial Analysis $122.38 Timothy Thornton Real Estate $207.99 Tom Brooks -Pilling Discipline Lead $281.09 Douglas Frazier Technical Validation $204.38 Auden Kaehler Discipline Lead $227.55 Aly Elsalmi Cost & Demand Due Diligence $122.38 BUDGET, The budget for the scope of this proposal can be found in the following table. Upon request by the City, we can provide more detail, including a breakdown by task, and discuss if further adjustments are needed to align with the City's goals and intended scope. Phase I $369,236 Phase II $513,670 Travel expenses (Phase I) $10,100 'Rates as of April 2020. 'This budget assumes a two-step procurement process for Phase II. This budget does not include travel -related expenses for Phase II. Travel -related expenses for Phase II will be approved by the City of South San Francisco upon approval of the procurement approach. "` I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership Page 28 7 to Construct a New Parking Structure and Commercial Office Space APPENDIX The following appendices are included herein: Appendix A: Work Sample - MTA Purple Line Appendix B: Work Sample - BATIC Institute Appendix C: Dodd Frank Act Disclaimer Appendix D: Insurance Provisions "` I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership Page 29 7 to Construct a New Parking Structure and Commercial Office Space APPENDIX A: WORK SAMPLE - MTA PURPLE LINE The following documents were prepared several members of this team for the MTA and Maryland DOT's Purple Line Light Rail Transit project. The documents include: Request for Information for Purple Line Light Rail Transit P3 Project Agenda for the Industry Forum for Purple Line Light Rail P3 Project Presentation to the Maryland Board of Public Works on the Recommendation to Advance the Purple Line Light Rail Transit Project as a DBFOM P3 — Presentation: Purple Line Pre -solicitation Report to the Maryland General Assembly "` I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership Page 30 7 to Construct a New Parking Structure and Commercial Office Space REQUEST FOR INFORMATION FOR PURPLIE LINE LIGHT RAIL TRANSIT P3 PROJECT Save the Date Purple Line Industry Forum BALTIMOREM ���. QRED _ May 15, 2013 Request for Information Regarding Project Delivery and Finance Structure for Maryland New Starts Projects April 3, 2013 Responses due no later than 5:00 PM EST on May 8, 2013 C), Maryland Department of Transportation MTA'Xo' Maryland Transit Development & Delivery Table of Contents 1.1 Administrative/Legal Provisions ................................ 3 1.1 Overview............................................................ 3 1.2 Who should respond?..................................................3 1.3 Submission Instructions................................................4 1.4 Potential Solicitation Schedule (assuming Design -Build delivery) ...............4 2. Red Line Project Overview ..................................... 4 2.1 Background..........................................................4 2.2 Corridor Description....................................................5 2.3 Key Facts............................................................6 3. Purple Line Project Overview ................................... 6 3.1 Background..........................................................6 3.2 Project Description.....................................................6 3.3 Corridor Description....................................................7 3.4 Key Facts............................................................8 4. New Starts Request for Information Questions ..................... 8 4.1 Questions Applying to Both Projects......................................8 4.2 Red Line Questions...................................................10 4.3 Purple Line Questions.................................................11 Project Delivery and Finance Structure for Maryland New Starts Projects 2 Request for Information April 3, 2013 1. Administrative/Legal Provisions 1.1 Overview The Maryland Transit Administration (MTA), an agency of the Maryland Department of Transportation (MDOT), is currently in the Preliminary Engineering phase of two fixed guideway public transportation projects: the Baltimore Red Line and the Purple Line (collectively referred to herein as the "Projects.") MTA anticipates receiving New Starts project funding from the Federal Transit Administration (FTA) for both projects to be matched by local, State and private funding and financing. Construction activities on both projects is scheduled to begin in 2015. MTA's Office ofTransit Development and Delivery has developed conceptual recommendations for the delivery of each project and now seeks industry perspectives on those concepts. Project delivery models ranging from a Design -Build structure to a Design -Build -Finance -Operate -Maintain (DBFOM) public private partnership (P3) using an availability payment structure for one or more of the Projects are being considered. MDOT is issuing this Request for Information (RFI) on MTAs behalf to obtain information that may help MTA confirm and/or refine certain assumptions in connection with procurement and delivery of the Projects. MDOT/MTA will consider responses to this RFI in connection with, or relating to, the on-going development of project delivery concepts and the further development of financial plans and solicitation documents for the Projects. This RFI is not intended to initiate any solicitation for the Projects.This is not a Request for Expression of Interest, a Request for Proposal (RFP) or any solicitation for goods or services under Maryland Law. This RFI does not constitute the commencement of any solicitation process for the Projects nor does it represent a commitment to proceed with any such solicitation in the future. Therefore, those choosing to respond to this RFI will not, merely by virtue of submitting such a response, be deemed to be "proposers" or "bidders" on either Project in any sense, and no such respondent will have any preference, special designation, advantage or disadvantage whatsoever in any subsequent procurement process related to the Projects. Submitting a response to this RFI is not a prerequisite to participating in any future solicitation. MDOT shall not be liable for any costs incurred in responding to this RFI. Any questions regarding this RFI should be directed to newstartsrfi@mtatdd.com. No employee of MDOT, MTA or any project consultant is authorized to interpret the RFI or give additional information as to its requirements. Such interpretation or additional information will only be given by written addendum to this RFI. 1.2 Who should respond? FTA Financial Plans The MTA expects to fund approximately 50 of the Projects with FTA Section 5309 New Starts funding. MDOT and MTA continue to refine the financial and project delivery plan which is expected to be finalized in summer 2013 based in part from information learned through this RFI. MDOT encourages responses from a variety of firms and organizations such as, but not limited to: • Lead transportation infrastructure contractors or major systems integrators on transit systems of similar size, complexity and scale • Light rail vehicle suppliers/manufacturers • Transit operators and/or maintainers for systems of similar size, complexity and scale Project Delivery and Finance Structure for Maryland New Starts Projects 3 Request for Information April 3, 2013 • Financiers and/or equity investors with a substantial development and investment track record in new -build transportation projects • Industry organizations representing any of the above or related firms • Industry organizations of local, small and/or disadvantaged businesses whose member firms might seek to participate on a team or consortium of project proposers 1.3 Submission Instructions Written responses in electronic PDF format to this RFI are requested from each respondent no later than 5:00 PM EST on May 8, 2013.There is no page limit on responses, but responses should be succinct and respondents are encouraged to refrain from the presentation of materials intended to establish their qualifications to respond to any future solicitation. It is not necessary to respond to each and every question. Respondents are encouraged to only respond to those questions where they bring a unique and specific perspective. Please submit electronic responses by e-mail to newstartsrfi@mtatdd.com. Please indicate the name and contact information for a primary point of contact to which further materials or inquiries should be directed. Please be advised that information provided by your firm or organization may be subject to disclosure under the Maryland Public Information Act. Please clearly note any specific information which you believe may be protected from disclosure as confidential, proprietary, commercial or financial information of your firm or organization. MTA will confirm receipt of electronic submissions. If you do not receive a confirmation within 24 hours of submitting a response, please call 443-451-3721. 1.4 Potential Solicitation Schedule (assuming Design -Build delivery) • Request for Qualifications (RFQ) released • Qualifications due: 60 days after release • Short-list establishment: 60 days after qualifications due • RFP issued: 150 days after short-list established • Proposals due: 180 days after RFP issued 2. Red Line Project Overview 2.1 Background The Baltimore Red Line was identified as the highest priority corridor within the Baltimore Region for potential transit improvements in the 2002 Baltimore Region Rail System Plan (Plan).The Plan envisioned a transit system with six lines and focused on giving riders access to jobs, education, shopping, recreation and medical care. The Red Line is an essential first step in the ongoing development of an interconnected regional transit system that will improve the quality of transit service in the Baltimore Region. Project Delivery and Finance Structure for Maryland New Starts Projects 4 Request for Information April 3, 2013 The purpose of the project is to: • Move people more easily from location to location in the Red Line corridor • Enhance transit connections • Support community revitalization and economic development opportunities • Assist the region's efforts to address congestion and traffic -related air quality issues 2.2 Corridor Description The proposed Red Line is a 14.1 -mile, east -west transit line connecting the areas of Woodlawn, Edmondson Village, West Baltimore, downtown Baltimore, Harbor East, Fell's Point, Canton and the Johns Hopkins Bayview Medical Center campus in eastern Baltimore City. oa S° aF me N mm 4 .00 ■ oCaS°C °ate°�oC~¢°°�°` MARC PF"N��NF METRO 10 11 12 13 o�4 15 �4 ti9 �ay�%off y�'9.9�, CraG'FiGfG ca�'oG I . N/1 The Red Line will run on, or adjacent to existing roadways. It includes two tunnels, one anticipated to extend four miles under Baltimore's central business district (CBD), one maintenance facility, 19 stations as well as several potential parking facilities. The four -mile portion of the Corridor in Baltimore County contains major employment centers, shopping, housing, and interstate highways.Two of the region's largest employment centers, Centers for Medicare & Medicaid Services (CMS) and Social Security Administration (SSA), are located in the Woodlawn area. Traveling east towards the City line, residential densities increase where the pattern of development resembles a grid. Moving toward the downtown area, the corridor intersects with the West Baltimore MARC Station, schools and shopping centers, all within residential neighborhoods. The CBD is a major employment center for government, healthcare and businesses. It includes not only the Inner Harbor, a nationally -known tourist destination, but it is also home to Major League Baseball, NFL Football, universities and professional schools, hospitals, governmental agencies and many financial institutions. The CBD has also become a sought after residential area and offers a number of opportunities to connect with MARC, Metro Subway, the Central Light Rail Line and MTA's core bus system. Just east of the CBD, the Fell's Point and Canton areas are undergoing intense infill development, creating even greater residential density and numerous business opportunities. The easternmost edge of the corridor is comprised mostly of industrial and institutional uses, including Johns Hopkins Bayview Medical Center. Project Delivery and Finance Structure for Maryland New Starts Projects 5 Request for Information April 3, 2013 2.3 Key Facts Mode Overall Length Stations Capital Cost Average Daily Ridership in 2030 Vehicles Light Rail 14.1 Miles Surface 8.7 miles Tunnel 4.7 miles (Cooks Lane & Downtown) Aerial 0.7 mile (over 1-695 and 1-895) 19 (14 surface, 5 underground) +/- $2.5 billion 50,000 28 light rail transit vehicles One -Way Travel Time Woodlawn to Bayview -44 minutes Frequency of Service (peak/off-peak) 7 minutes/ 10 minutes Project Status The Red Line is part of the FTA's New Starts process, from which MTA received approval to enter into Preliminary Engineering on June 24, 2011. FTA issued its favorable Record of Decision on the Final Environmental Impact Statement on February 28, 2013. Anticipated Revenue Service 2021 3. Purple Line Project Overview 3.1 Background The need for an east -west transit service in Montgomery and Prince George's counties has been identified, in various forms, for more than 20 years in regional studies and local land use plans. Growing population and employment in the region has resulted in increasingly congested roadways; changing land use patterns have increased the amount of suburb -to -suburb travel to and from the corridor's major activity centers.The existing transit system is primarily oriented for travel in and out of Washington, DC.The only transit service available for direct east -west travel is bus service, which can be slow and unreliable because it operates on a congested roadway system. 3.2 Project Description The Purple Line is a proposed 16 -mile light rail transit line project in the Maryland suburbs of Washington, DC inside the Capital Beltway (1-495).The Purple Line will extend between Bethesda in Montgomery County and New Carrollton in Prince George's County. It will connect both branches of the Washington Metrorail Red Line, at Bethesda and Silver Spring, the Green Line at College Park and the Orange Line at New Carrollton; all three MARC commuter rail lines; local and regional bus systems and Amtrak's Northeast Corridor. Project Delivery and Finance Structure for Maryland New Starts Projects 6 Request for Information April 3, 2013 The purpose of the proposed project is to: • Provide faster, more direct and more reliable east -west transit service in the Purple Line corridor, connecting the major activity centers at Bethesda, Silver Spring, Takoma/Langley Park, College Park and New Carrollton • Provide better connections to Metrorail services located in the corridor • Improve connectivity to the communities located between the Metrorail lines The Purple Line will run on, or adjacent to, existing roadways. It includes one short tunnel and several grade -separated crossings of busy roadways, railroads and waterways.The project includes 21 stations and two yard and shop facilities. 3.3 Corridor Description The Purple Line corridor includes five major activity centers: Bethesda, Silver Spring,Takoma/Langley Park, College Park and New Carrollton. iA a Q as �o r t N Bethesda is an urbanized suburban center with a dense commercial office development, many new high-rise residential buildings, and numerous restaurants and retailers. Silver Spring has experienced a renaissance in the last 10 years with extensive redevelopment. New office buildings, apartment complexes and mixed-use retail and entertainment have contributed to the reblossoming of this vibrant community, anchored by the Silver Spring Transit Center. Takoma/Langley Park is a lively commercial area often called the International Corridor for its rich melange of Hispanic, South Asian, West Indian and African stores and restaurants. The University of Maryland at College Park is the flagship school of the University of Maryland. With 37,000 students, and 13,000 employees it is the largest single employer in Prince George's County and a major presence in the Maryland -DC region. New Carrollton offers the best transit accessibility in the region other than Union Station. Metro's Orange Line, the MARC Penn Line, Amtrak's Northeast Corridor and soon, the Purple Line, all meet here. Project Delivery and Finance Structure for Maryland New Starts Projects 7 Request for Information April 3, 2013 The Washington Metropolitan Area Transit Authority (WMATA) and MDOT recently selected a developer for a mixed-use, transit oriented development surrounding this station. 3.4 Key Facts Mode Light Rail Overall Length 16.2 Miles Surface 14.7 miles Tunnel 0.5 mile (Wayne Avenue between Manchester Place and Long Branch) Aerial 1.0 mile (Kenilworth Avenue and MD 410) Stations 21 (17 surface, 1 below grade, 3 aerial) Capital Cost +/- $2.2 billion Average Daily Ridership in 2040 69,000 Vehicles 55 LRT vehicles One -Way Travel Time Bethesda to New Carrollton - 63 minutes Frequency of Service (peak/off-peak) 6 minutes/ 10 minutes Project Status The Purple Line is part of the FTA's New Starts process, from which MTA received approval to enter into Preliminary Engineering on October 7, 2011. It is expected that FTA will issue its Record of Decision on the Final Environmental Impact Statement in September 2013. Anticipated Revenue Service 2021 4. New Starts Request for Information Questions 4.1 Questions Applying to Both Projects About Your Firm 1. Please describe your firm and what role you might play in a solicitation for either Project. 2. Please describe your firm's experience and background in major transportation projects. Please indicate any specific experience with delivery methods such as Design -Build, Design -Build - Finance -Operate -Maintain (DBFOM), or any combination/hybrid thereof. Project Delivery and Finance Structure for Maryland New Starts Projects a Request for Information April 3, 2013 Operations & Maintenance 3. From your firm's perspective, what are the advantages of entering into an agreement in which operations and maintenance and lifecycle responsibility are placed with the private partner? What are the disadvantages? What are the project characteristics that the private sector considers in this decision? What is a reasonable length of concession term and to what extent would the length of term impact your firm's decision to participate in a solicitation involving operations and maintenance responsibilities? 4. What performance metrics should be considered for measuring operations and maintenance and lifecycle activities? How does each facilitate the appropriate allocation of risk in a DBFOM with an availability payment structure? 5. The Maryland Department of Transportation (MDOT) is considering whether some form of bundled rolling stock acquisition for the Red and Purple Lines should be considered given the geographic proximity and timing of both Projects. How would you see such a decision factoring into your teaming, operations/maintenance planning, perception of risk or financing approach to the Projects? 6. On both of the Projects, there is an interest in operating multiple small segments (+/- one mile) of the alignment with non -catenary power supply. Do you believe that light rail vehicle technology has developed enough to be able to achieve this goal by the time vehicles would have to be ordered for the Projects? If MDOT specified such a vehicle technology, would this reduce your likelihood of submitting a proposal? 7. Please comment on any advantages or disadvantages of the private partner managing fare collection and security. Procurement & Teaming Please comment on the sample solicitation schedule for each Project listed in section 1.4. Is this a reasonable timeframe to prepare a proposal for at least one of the Projects? Would an overlapping schedule (Red and Purple RFQs being released within +/- 60 days of each other) affect your firm's interest and likelihood in making a proposal for one or both Projects? What do you consider to be the main risk towards the realization of the sample solicitation schedule? 9. What information would be particularly useful at an industry forum designed to advance an RFQ? Would your firm be interested in having individual meetings with MDOT staff as part of the industry forum to share your views regarding the Projects and any potential solicitation? 10. To what extent would you expect to involve business entities located in the State of Maryland, as well as Small Business Enterprises (SBEs) and Minority Business Enterprises (MBEs)? What types of work would you most likely seek local participation for, as well as SBE and MBE participation? How could MDOT be most helpful in facilitating opportunities to use these firms? 11. What amount and form(s) of proposal security do you believe is appropriate for design -build or P3 proposals? 12. What are your views regarding the form and amount of performance and payment security that would be appropriate for a design -build or P3 contract? Project Delivery and Finance Structure for Maryland New Starts Projects s Request for Information April 3, 2013 Project Finance Alternatives (Please respond only if your firm would lead a team or would be an equity partner therein) 13. What are the advantages and disadvantages to your firm of availability payment -based DBFOM P3 from a financial perspective? How are those disadvantages best mitigated, if at all? 14. Looking ahead over the next one to three years, are there any particular risks or factors which would give your firm concern about entering into a P3 contract? How might those risks be mitigated? 15. Would you prefer that an escalation or inflation clause be incorporated into the contract, and if so, should that clause apply to both construction and operations and maintenance costs? For example, inflation could be pegged to a standard materials, supplies, energy and labor cost index. If the actual inflation rate exceeded the index on an annual basis, the additional escalation cost would be compensated to the contractor. If the actual inflation rate ran below the index, a credit would be provided to the owner. 16. Please comment on the benefits of using milestone payments in combination with an availability payment structure. How would you anticipate such a payment affecting costs and completion of a project? What are appropriate milestones to which payment would be linked? 17. Should MDOT seek an allocation of Private Activity Bonds (PABs) orTransportation Infrastructure Finance and Innovation Act (TIFIA) credit enhancements to assist the private partner in financing the Projects? If so, please comment on the relative advantages/disadvantages of PABs,TIFIA or other publicly -assisted debt financing? What cost savings (in percentage terms) might MDOT expect to see under any of these alternatives? 18. Please comment on any other pertinent issues that should be considered with regard to alternative project delivery and a DBFOM P3 availability payment structure delivery model that may be suitable for the Projects. 19. MDOT is interested in reducing any unnecessary expense associated with preparing or responding to P3 solicitations. Please provide specific examples of requirements or specifications in other design -build or P3 solicitations that your firm believes could have been modified to reduce proposal costs, without adversely affecting the public goals for, and ability to review, the solicitation? 4.2 Red Line Questions 1. The Red Line includes a 3/a -mile tunnel at the western end of the project and a four -mile tunnel with five underground stations in the downtown area. What approach to geotechnical risk allocation does your firm believe to be in the best interest of the public? 2. Please comment on the extent of geotechnical information for the downtown and Cooks Lane tunnels that should be included in the solicitation in order to minimize the risk to both parties. 3. As a concession team or contractor, would you prefer that the tunneling technology and type of tunnel to be used in the downtown segment be specified in the contract, or would you rather have the ability to establish the type of tunnel and tunneling technology that best suits your means and methods, subject to satisfying the contract performance criteria? 4. What areas of design and construction innovation or efficiency might MDOT expect to see on a project like the Red Line? 5. What are the most critical areas of design development for the Red Line under design -build or P3 (civil works, tunneling, systems, stations, rolling stock, etc.)? What are the most important technical surveys and investigations that MDOT should advance or emphasize in its solicitation? Project Delivery and Finance Structure for Maryland New Starts Projects 10 Request for Information April 3, 2013 6. What do you see as the most significant cost drivers and risks for the development and operation of the Red Line? 7. Given your firms' knowledge of the Red Line, how might you structure a hybrid or multiple contract structure for the Red Line? What are the potential efficiencies, risks and schedule impacts of such an approach? Are there elements of the Red Line where this type of structure has potential to bring value to both the public and private sector partners? 4.3 Purple Line Questions 1. Are there any significant scope considerations or risk factors that may be advantageous or less advantageous to procuring the Purple Line as a DBFOM P3? 2. What areas of design and construction innovation or efficiency might MDOT expect to see on the Purple Line? 3. What are the most critical areas of design development for the Purple Line under a DBFOM P3 (civil works, aerial structures, tunneling, systems, stations, rolling stock, etc.)? What are the most important technical surveys and investigations that MDOT should advance or emphasize in its solicitation? 4. What do you see as the most significant cost drivers and risks for the development and operation of the Purple Line? 5. The Purple Line includes several sections of mixed -traffic operation. How do you see this affecting the solicitation, if at all, from a risk, construction or operations perspective? Project Delivery and Finance Structure for Maryland New Starts Projects 11 Request for Information April 3, 2013 AGENDA FOR THE INDUSTRY FORUM FOR PURPLE LINE LIGHT RAIL P3 PROJECT Page Intentionally Left Blank i 8:00 a.m 8:30 a.m 9:00 a.m. Agenda Registration Opens (Continental Breakfast Will Be Available) Minority Business Enterprise (MBE)/Disadvantaged Business Enterprise (DBE) Showcase Opens* Program Opening Anthony G. Brown, Lt. Governor Project Overview and Technical Considerations Maryland's Transportation Trust Fund and Maryland's New P3 Law Maryland's MBE/DBE Program and Expectations 11:00 a.m. Closing and Next Steps 11:10 a.m. Box Lunches Available (Pre -Orders Only) 12:30 p.m. Board Buses for Purple Line Tour 1:00 PM P3 101 Information Session Key Purple Line staff will be available until 9:00 p.m. with project displays to answer general questions. * Showcases will remain open through 2:00 p.m. NO Governor Martin O'Malley Lt. Governor Anthony G. Brown MTAIA-o Marylaird Page Intentionally Left Blank PRESENTATION TO THE MARYLAND BOARD OF PUBLIC WORKS ON THE RECOMMENDATION TO ADVANCE THE PURPLE LINE LIGHT RAIL TRANSIT PROJECT AS DBFOM P3 Page Intentionally Left Blank Presented to the Board of Public Works by the Maryland Department of Transportation November 6, 2013 Purple Line Light Rail: Linking the Capital Region LY-rksw i I I e AF -%iric Woods ide rr a 5 4 IAai5C l5estet Loi II Dale Placle�� aTa�15 ® Br 81tifiM % ��Roaa 8 4 �f5ilyefSPii iSg LiSfaiy 5 ilpii- SiSg �rR fta itis it Ta kanV Ge Mef ]G La mI1 y Trtis iL GeiStef Legend IRT Jl9�mm1 mart* IRT AI9�In R+IF Tunny .IRT Al�g��ml Or ARrf 4�c4f Fap� Lbn Lm�m w• WRC r_-0ufnWr RRI -A-d ■ it i crop ilrrlwf wy f ,fII �Ilf •r W w. 2 uw Ga �n pwa Gen La .:Ra � West East Campus Gain PuS GbllegePark- ub Rt.*fdeb h6w GafrolKon North American P3 Projects British Columbia •'r. Rev. AP 0 0 Toll Roads/Highways 0 ■ Airports • ■ Parking O ❑ Transit 0 0 Ports & Marine . Quebec --L� Ontario LJ / 7� i ■ � k � -A Y 4 Puerto Rico North American P3 Projects — Map Key Toll Roads/ Highways AL Foley Beach Expressway, Brownfield Concession/Toll CA Presidio Parkway, DBFOM/Availability 1-10 / 1-110 Express Lanes, DBOM SR 125, DBFOM/Toll SR 91 Express Lanes, DBFOM/Toll CO Jefferson Parkway, DBFOM/Toll Northwest Parkway, Brownfield Concession/Toll FL Port of Miami Tunnel, DBFOM/Availability 1-4 Connector, DBF 1-595 Corridor Roadway Improvements, DBFOM/Availability Alligator Alley, Brownfield Concession/Toll Poinciana Parkway, DBFOM / Toll IN Indiana Toll Road, Brownfield Concession/Toll Ohio River Bridges - East End Crossing, DBFOM/Availability US 31 MS Jackson Airport Parkway, DBFOM/Toll NY Goethals Bridge Replacement, DBFM/Availability NC 1-77 HOT Lane Conversion, DBFOM/Toll Mid-Currituck Bridge, DBFOM/Toll TX H 121, DBFOM /Toll DFW Connector, DBM Dallas Horseshoe Project (1-30/1-35E bridges), DBM VA Dulles Greenway, Brownfield Concession/Toll Midtown Tunnel/Elizabeth River Crossing, DBFOM/Toll 1-495 Capital Beltway HOT Lanes, DBFOM/Toll 1-95 Express Lanes, DBFOM/Toll QC Autoroute 25 (Quebec), Toll road DBFOM / Availability QC Autoroute 30 (Quebec), Toll Road DBFOM / Availability ON Highway 407 ETR Extension (Ontario), Brownfield Concession/Toll PR PR -22 and PR -5, Brownfield Concession/Toll *Availability Payment Procurements Airports ON Billy Bishop Toronto City Airport (Ontario), DBFM PR Luis Munoz Marin International Airport, Brownfield Concession Ports & Marine NJ Maher Terminals (BC -CAN and NJ -USA) CA Port of Oakland Outer Harbor Concession MD Seagirt Marine Terminal NY OTPP/Global Container Terminals Inc. (British Columbia and NY/NJ) VA Port of Virginia Parking OH Ohio State University, Brownfield Concession Transit CO Denver RTD Eagle, DBFOM/Availability MD MTA Purple Line, DBFOM/Availability NC Red Line Commuter Rail NJ Hudson -Bergen Light Rail Transit NY Port Authority of New York and New Jersey JFK AirTrain, DBOM WA Sound Transit Operation and Maintenance Facilities BC Canada Line (British Columbia), DBFO/ Availability ON Waterloo Light Rail Transit (Ontario), DBFOM/ Availability ON Confederation Line (Ontario), DBFM/ Availability ON Eglinton Crosstown & Scarborough Lines (Ontario), DBFM/TBD IJ Preliminary analyses and industry outreach during 2011- 2012 Develop Value for Money analysis in late 2012 Conduct series of internal project delivery workshops in winter 2012/2013 Release of Request for Information (RFI) to the P3 market in April 2013 RFI responses received May 8, 2013 Industry Forum on May 15, 2013 MDOT P3 Regulations in July 2013 Complete P3 screening process and analyses in July 2013 Issue presolicitation report for a DBFOM P3 approach on August 5, 2013 Key Reasons for Using a DBFOM P3 • Operational factors fhe Purple Line is a natural stand-alone asset and the P3 approach will also increase the likelihood of consistently excellent, highly responsive service. • Risk transfer efficiencies P3 will integrate various project elements into a single agreement that clearly outlines the optimal allocation of project risk between the public and private partners. • Whole life -cycle planning and cost optimization — P3 will provide greater incentive to make investment decisions that are optimized over the life of the asset. • Schedule discipline - P3 agreement structure focused on asset availability will provide strong incentives for the concessionaire to maintain schedule discipline during asset delivery. • Enhanced opportunities for innovation — P3 will provide the private sector with opportunities and incentives to propose enhancements to the asset design and delivery approach that could benefit long-term operating and maintenance performance. • Potential financial value — Due to the operational benefits, risk transfer efficiencies, life -cycle planning, scheduling discipline, and innovation opportunities of the P3 approach, there is potential for long-term financial savings relative to a traditional project delivery approach. [:7 Concession Structure F_ Funding -state funds -Federal grants -Local contributions 1 Payments •Milestone •Availability Paym( Equity P3 Capital Funding Sources Private Funding Provided by the Concessionaire • Typical for the concessionaire to borrow 80-90 percent of its funding while providin its own equity for the remainder of the private funding Borrows funds from third parties and commits to repay the borrowed funds with revenue from the availability payments Public Funding • FTA fundin recommendation anticipated in February 214 The timing of local contributions will be influenced by final financial structure Milestone/Construction Progress Payments • MDOT/MTA will provide the concessionaire with payments as adequate construction progress is demonstrated, and potentially for a period of time after construction is complete State -retained Responsibilities Project planning, preliminary engineering, and federal environmental documentation already incurred Additional includes federal environmental documentation completion, P3 solicitation process, ROW acquisition, and quality assurance$ and oversight during construction P3 Capital Funding Sources Not to Scale Private Funding (e.g., TIFIA Loan, Private Activity Bonds) Public Funding (e.g., FTA New Starts, State Funds, Local Funds) P3 Availability Payments (APs) • Periodic APs are performance payments based on the concessionaire meeting established performance requirements • Since the AP amount is tied to the concessionaire's performance, MDOT/MTA has the right to not pay or make deductions if the concessionaire doesn't perform as agreed • Periodic payments cover O&M (major component); rehabilitation & replacement; and private borrowed funds • Based on preliminary estimates, the average annual size of APs for the Purple Line P3 is expected to be in the range of $100 million - $200 million, but this will be subject to change based on final agreement terms, risk allocation, financial structure, and market conditions • Guidance requested from CDAC on parameters for structuring the APs to avoid classification as tax -supported debt 01 AP Components Not to Scale Non -Debt Non -tax supported debt MDOT's Proposed Availability Payment Parameters • All project -related debt will be directly held by the private concessionaire. • Project -related debt will have no recourse to the State. • The capital portion of the APs would be paid by an annual operating appropriation from the TTF with a non -tax revenue source serving as a backup pledge, similar to prior non-traditional debt transactions. • A portion of MTA system -wide operating revenues, including revenues from the Purple Line, (which, like all other MTA transit revenues, will flow into the TTF) will be the source of revenue associated with the capital portion of the Purple Line APs. • The capital portion of APs will be subject to legislative review and approval through the annual legislative cap placed on MDOT's non-traditional debt. • MDOT/MTA will make deductions from APs if the concessionaire does not meet pre- determined performance targets, with the specific magnitude and triggers for deductions as negotiated contractual terms. • The P3 concessionaire will be required to commit equity at a sufficient level to incentivize asset delivery discipline and act as a buffer for debt repayment. • MDOT/MTA will submit an annual report to the CDAC on the Purple Line revenues. Selected Draft P3 Agreement Key Concepts and Terms* P3 Agreement Agreement will be a set of integrated contract documents that will include, at a minimum, a concession agreement setting forth legal and business terms under which the concessionaire will design, construct, supply light rail vehicles, finance, operate, maintain, rehabilitate the facility, as well as technical provisions that include the project scope, design-build, operations, maintenance, rehabilitation, and other related requirements. The concessionaire will not have a leasehold or other real property interest in the project. Term Term of the P3 Agreement will be 35 years, assuming 5 years of construction and 30 years of operating and maintenance responsibility. Federal Requirements Concessionaire will be required to comply with applicable federal laws and other requirements. Indemnity Concessionaire will indemnify, defend, protect and hold harmless MDOT/MTA against certain claims or losses resulting from the concessionaire's responsibilities and liabilities under the P3 Agreement. Third Party Agreement will specify the responsibilities of the concessionaire for implementation of commitments to Commitments third-parties as part of the project. Financing Concessionaire will be responsible for financing a part of the project, and a comprehensive description of the financing plan will be incorporated into the P3 Agreement. Taxes Concessionaire will be responsible for payment of all applicable taxes and assumes the risk of future changes in tax laws. Fare Policy MDOT/MTA will retain responsibility for fare policy. Renewal Work and Concessionaire will be required to maintain and rehabilitate the facility so that, at the end of the term, it Handback will be handed back to the MDOT/MTA in an acceptable condition with defined remaining useful life Requirements parameters, as specified in the agreement. MDOT/MTA and the concessionaire will begin five years prior to the end of the Term to identify the schedule for completion of such work. *Subject to future development of the P3 Agreement and negotiations. Evaluation Structure Review & Comment Board of Public Works Legislature, DLS, Treasurer, Comptroller Approvals t T Secretary of Transportation Executive Committee MTA/MDOT Executive Leadership (3) MantgameryCounty Leadership (1} Prince Georae's County Leadership W Management Committee MTA/MDOT staff leadership Technical/Financial Review Teams: Staff from MTA/MDOT, Montgomery County and Prince George's County Technical ReviewI I Financial Review Team(s) Teams) 12 Key Solicitation Milestones Request for Qualifications Issued Statements of Qualifications Submitted by Proposers Shortlist of Qualified Proposers Determined Draft Request for Proposals Issued to Shortlisted Proposers Federal Funding Recommendation Industry Review Meetings with Shortlisted Proposers Final Request for Proposals Issued to Shortlisted Proposers Final Proposals Due Selected Proposer Announced and P3 Agreement Finalized Final P3 Agreement Submitted to Comptroller, Treasurer, Budget Committees, and DLS Final P3 Agreement Recommended to BPW Financial Close Mid Fall 2013 Late Fall 2013 Early Winter 2013/2014 Early Winter 2013/2014 February/March 2014 Winter 2013/2014 Spring 2014 Fall 2014 Winter 2014/2015 Winter 2014/2015 Winter 2014/2015 Spring 2015 Page Intentionally Left Blank PRESENTATION - PURPLE LINE PRESOLICITATION REPORT TO THE MARYLAND GENERAL ASSEMBY Presolicitation Report to the Maryland General Assembly Senate Budget and Taxation Committee, House Appropriations Committee, and the House Ways and Means Committee As required in § 10A-201 of the State Finance and Procurement Article August 2013 The Secretary's Office The Maryland Department of Transportation ES. Executive Summary In accordance with State Finance and Procurement Article §10A-201, the Maryland Department of Transportation (MDOT), on behalf of the Maryland Transit Administration (MTA), submits this public-private partnership (133) presolicitation report for the Purple Line Light Rail Transit project (the Purple Line) to the Comptroller, the State Treasurer, the budget committees, and the Department of Legislative Services (DLS). The proposed P3 solicitation for the project will be structured using a Design -Build -Finance - Operate -Maintain (DBFOM) delivery model. Implementing this P3 structure for the Purple Line will involve a long-term, performance-based agreement between MDOT/MTA and a private entity in which appropriate risks and benefits can be allocated in a cost-effective manner between the contractual partners. The private entity, also referred to as the concessionaire, will be responsible for key aspects of final design, construction, financing, operations, and maintenance of the Purple Line asset over an operating period of approximately 30 years. MDOT/MTA would retain ownership of the asset and remain ultimately accountable for the Purple Line and its public function. The concessionaire would be paid using an availability payment structure, which would be directly linked to the long-term performance of the Purple Line measured on a frequent basis. In an availability payment P3, the public agency pays the concessionaire milestone or construction progress payments during the construction period and regularly -scheduled payments, called availability payments, during the operating period of the P3 agreement. These payments to the concessionaire would be paid from a combination of sources including Maryland's Transportation Trust Fund (TTF) appropriations, federal grants, and local government contributions. MDOT/MTA would make deductions from these payments if the concessionaire does not meet pre -determined performance targets. This project delivery approach has been found to be advantageous for the Purple Line for the following reasons: • Operational factors: The Purple Line is a natural stand-alone asset and the P3 approach will also increase the likelihood of consistently excellent, highly responsive service. • Risk transfer efficiencies: The P3 will integrate various project elements into a single agreement that clearly outlines the optimal allocation of project risk between the public and private partners. • Whole life -cycle planning and cost optimization: The P3 will provide greater incentive to make investment decisions that are optimized over the life of the asset. • Schedule discipline: A P3 agreement structure focused on asset availability will provide strong incentives for the concessionaire to maintain schedule discipline during asset delivery. • Enhanced opportunities for innovation: The P3 will provide the private sector with opportunities and incentives to propose state-of-the-art enhancements to the asset design and delivery approach that could benefit long-term operating and maintenance performance. • Potential financial value: Due to the operational benefits, risk transfer efficiencies, life- cycle planning, scheduling discipline, and innovation opportunities of the P3 approach, Pvrp/e Line 1 Purple Line Pre -Solicitation Report there is potential for long-term financial savings relative to a traditional project delivery approach. MDOT and MTA have taken a series of steps over the past two years leading up to the decision to use a P3 delivery method for the Purple Line, including a thorough consideration of key project delivery risks and mitigation strategies. It has been concluded that delivery of the Purple Line using a DBFOM approach is consistent with project goals and the State's P3 policies. A Purple Line P3 project delivery team, led by executives from MDOT and MTA and supported by technical, legal, and financial advisory experts, is prepared to commence a robust, transparent, and fair competitive solicitation process for the selection of a Purple Line private partner. The solicitation process will be consistent with the framework outlined in COMAR 11.01.17 (MDOT's P3 Regulations) and will be submitted to the Board of Public Works (BPW) for approval before issuing a public notice of solicitation, currently anticipated for fall 2013. P"�� ne 2 Purple Line Pre -Solicitation Report 1. Introduction 1.1 Purple Line Light Rail Transit Project Overview The Purple Line is a 16 -mile light rail transit line extending from Bethesda in Montgomery County to New Carrollton in Prince George's County. The project, estimated to cost $2.2 billion if delivered conventionally, has been planned so that it will: • Improve connectivity and access to existing activity centers and planned development; • Increase service for transit -dependent populations, connecting with Amtrak, MARC, and Metro; • Provide faster and more reliable transit for the region's east -west travel market; • Strengthen and revitalize communities in the corridor, which are projected to grow by more than 20 percent in the next 20 years; • Support local, regional, and state policies and adopted master plans; and • Increase potential for transit oriented development (TOD) at existing and proposed stations in the corridor as identified in local land use plans. The Purple Line is a key transportation priority for the State of Maryland. The project's construction will bring jobs to Maryland companies and citizens and, once complete, provide for reliable transit connectivity between Bethesda and New Carrollton. Furthermore, it is an important part of the Smart, Green and Growing Initiative and meets Maryland's five long-term transportation goals. The five long term goals are: 1. Quality of service 2. Safety and security 3. System preservation and performance 4. Environmental stewardship 5. Connectivity for daily living 1.2 P3 Structure Proposed for the Purple Line MDOT, on behalf of MTA, intends to pursue a P3 for the Purple Line using a DBFOM structure. This delivery method fits the State's legal definition of a P3 in that it is a long-term, performance-based agreement between MDOT/MTA and a private entity in which appropriate risks and benefits would be allocated in a cost-effective manner between the contractual partners. The private entity, also known as the concessionaire, would perform functions normally undertaken by the government, but MDOT and MTA remain ultimately accountable for the Purple Line and its public function. MDOT/MTA would retain ownership in the Purple Line and, through the P3 agreement, the concessionaire would take on additional responsibilities in determining how it is financed, developed, constructed, operated, and maintained over its life -cycle. P"�� ne 3 Purple Line Pre -Solicitation Report The Purple Line P3 project delivery team, led by executives from MDOT and MTA and supported by external subject -matter experts, is prepared to commence a robust, transparent, and fair competitive solicitation process for the selection of a Purple Line concessionaire. The concessionaire will finance a portion of the construction through a combination of equity and debt, potentially including a United States Department of Transportation (USDOT) Transportation Infrastructure Finance and Innovation Act (TIFIA) loan and/or Private Activity Bonds (PABs). The concessionaire will also be responsible for key aspects of design completion, construction, operation, and maintenance of the Purple Line at a specified level of service and will subsequently hand back the asset at a pre -defined level of condition and service. In return, MDOT/MTA will make payments to the concessionaire. These payments will consist of milestone or construction progress payments during construction and annual service payments, called availability payments, during the operating period of the P3 agreement. Deductions may be made from these payments if the concessionaire does not meet pre -determined asset completion or performance targets. The payments to the concessionaire will be paid from a combination of sources including TTF revenue appropriations, Federal Transit Administration (FTA) New Starts grants, and local government contributions. P3 Capital Funding Sources Image Not to Scale P1111% 7, Private Funding Public Funding (e.g., FTA [Jew Starts, State Funds, Local Funds) 4 Purple Line Pre -Solicitation Report Such an approach will ensure successful delivery of the Purple Line, creating greater opportunities for innovation and efficiency. By also holding the concessionaire responsible for long-term operations and maintenance, as well as handback condition, there is incentive for the concessionaire to manage risks and deliver an asset that is well -operated and maintained over the long-term. A description of the preliminary financing structure (including a more detailed explanation of milestone, construction progress, and availability payments) is presented in Section 5, and the preliminary P3 agreement structure is presented in Section 6 of this presolicitation report. 2. Benefits of P3 Delivery Method A P3 due diligence effort considered a wide range of policy, operational, and financial factors in assessing whether to use a P3 delivery method for the Purple Line instead of a traditional project delivery method. This analytical process is described in greater detail in Section 4 of this presolicitation report. Based on the findings of these analyses, the following factors support the use of a P3 delivery method for the Purple Line: 1. Operational factors: The Purple Line is a natural stand-alone operation. There is no operator in the Washington region which might operate the Purple Line. Other transit and rail providers in the Washington area, such as the Washington Metropolitan Area Transit Authority (WMATA), have not expressed interest in operating and maintaining the light rail system. The distance of the project from MTA's Baltimore operations means stand-alone administrative, supervisory, and maintenance operation would need to be created if the MTA were to operate the Purple Line. Since the concessionaire incentives of a P3 agreement are strongly linked to asset performance, a DBFOM approach will also increase the likelihood of achieving enhanced service delivery and performance on the Purple Line. Through the use of single contract accountability and strict payment deductions for non-performance, the following types of benefits could be consistently achieved: • Strong, reliable on-time performance of the service. • Safe and clean stations and vehicles. • Enhanced customer service. 2. Risk transfer efficiencies: A DBFOM approach integrates various project elements into a single P3 agreement that clearly outlines the optimal allocation of project risk between the public agency and the concessionaire. For instance, under a traditional project delivery approach, MDOT/MTA faces the full responsibilities and related risks of insufficient coordination and integration among the multiple project delivery contracts. This is mitigated by the P3 approach, which consolidates a range of project responsibilities to a single legal entity (the concessionaire), effectively transferring more coordination and integration risk to the concessionaire. Such risk transfer results in a lower overall risk of schedule delays and, as a result, a lower risk to MDOT/MTA of cost overruns. For instance, if there is a construction delay not caused by certain well- P"�� ne 5 Purple Line Pre -Solicitation Report defined public actions (so, for example, not including a public request to expand the scope of the project), the concessionaire assumes the cost impact of the schedule delay. Similar risk transfer efficiencies will be achieved for the operations and maintenance of the asset. 3. Whole life -cycle planning and cost optimization: In a DBFOM, the concessionaire that designs and constructs the project will also be responsible for operations and maintenance over the long-term. The concessionaire is also contractually responsible for handing the project back to MDOT/MTA at a pre -defined level of service and quality. Consequently, the concessionaire will have greater financial incentive to make investment decisions that are optimized over the life of the project rather than the incentives contractors have with traditional delivery methods. 4. Schedule discipline: A P3 agreement structure focused on asset availability provides clear incentives for the concessionaire to maintain schedule discipline during construction. As detailed in Section 5 of this presolicitation report, the concessionaire is paid through a combination of milestone payments or construction progress payments during the construction period and availability payments during the operations period. The structure of these payments and the schedule on which they are released will create incentives for the concessionaire, especially the equity partners, to enforce strict construction schedule adherence. 5. Enhanced opportunities for innovation: In a P3 arrangement, in contrast with traditional project delivery methods, the concessionaire is required to provide project assets and services according to performance-based specifications. The P3 agreement's technical provisions describes "what" is to be built but does not, for most of the work, specify the means and methods on "how" to build it. As a result, the concessionaire is afforded flexibility in how it meets the "what" performance requirements. This approach provides private sector proposers with opportunities and incentives to seek approval to use alternative methods of design, construction, operations, and maintenance practices that could improve long-term asset performance. The multi- phase P3 solicitation process envisioned for the Purple Line will be structured to encourage this private sector innovation, while adhering to mitigation commitments made by MTA in the context of the National Environmental Policy Act (NEPA). 6. Potential financial value: It is estimated that a P3 approach could result in significant life -cycle costs savings for the Purple Line. The MTA evaluated a wide range of delivery alternatives for the Purple Line project. A Value -for Money (VfM) analysis was conducted to compare the value to the State of delivering the project under a 35 -year DBFOM concession against a traditional design -bid -build (DBB) approach. More precisely, the VfM aimed to answer whether the value of cost savings achievable under a DBFOM through risk transfer, risk mitigation, and life -cycle cost efficiencies is greater than the cost of capital required by investors. To do so, the VfM compares the risk- adjusted costs to the State over a 35 -year period under traditional DBB contract with MTA operations using pay-as-you-go state and federal funds (known as Public Sector Comparator or PSC) with the expected costs to the State if the project were delivered P"�� ne 6 Purple Line Pre -Solicitation Report under a DBFOM option, plus any State -retained direct costs and risks. The DBFOM option includes pay-as-you-go state and federal funds, tax-exempt debt, subsidized federal loan, and private equity. The analysis concluded that the DBFOM alternative can offer up to 20 percent in cost savings to the State compared to the PSC, given the current scope definition, level of detail of the cost estimate and risk assessment as of May 2012 and the assumptions presented in this synopsis. Alternate PSC scenarios based on design -build (DB) solicitation with various public financing options were also analyzed. Potential cost savings for these options ranged from 8 to 16 percent of the PSC alternative. None of these alternatives were as potentially cost effective as the DBFOM solicitation. It is important to note that the VfM does not predict that the construction cost of the project will be 20% less than traditional estimate. The potential net present value of the savings of up to 20% is for the entire project, over its life, including operations and maintenance, and is compared to what the project might have otherwise cost if implemented in a traditional method. Financial value from a P3 delivery method for the Purple Line could be derived from many of the factors already enumerated above, including operational benefits, risk transfer efficiencies, life -cycle planning, schedule discipline, and innovation opportunities. Despite the higher cost of private financing, MDOT expects the efficiencies gained by transferring risk and the whole life -cycle responsibilities to the concessionaire will make the project less expensive than if it were delivered using traditional methods. Additional factors influencing the long-term financial benefits of a P3 may include: o An efficient management structure during the operating period. The concessionaire will be responsible for most key elements of Purple Line operations and maintenance and will be incentivized to propose an efficient management approach. As long as all contractual performance requirements are met, the concessionaire will have the flexibility to streamline its management structure as necessary as well as recruit highly qualified employees. MTA will not be required to significantly increase its staffing to perform monitoring and oversight activities during the concession period. o Vehicle manufacturer's expertise in maintaining the vehicles. In a P3, the company that manufactures the rail vehicles typically will be part of the concessionaire's team and remain active in vehicle integration and maintenance throughout the concession term. With traditional delivery methods, in-house, on-site expertise from the vehicle designer and manufacturer is generally not available to the staff maintaining the vehicles. Additionally, from a financial perspective, the Purple Line is a good size for a 133—large and complex enough that it has potential for innovation and cost savings and it will benefit from assigning long-term responsibility to a single concessionaire, but not too large that it deters proposers or requires cost -prohibitive availability payments. Pvrp/e Line 7 Purple Line Pre -Solicitation Report 3. Risk Mitigation and Other Considerations 3.1 Mitigation of Risks to the State While a P3 has potential for many benefits on the Purple Line and it can help the State transfer more risk to private partners than would be possible with traditional delivery methods, the P3 approach cannot eliminate all risk from a project. MDOT/MTA recognizes risks exist in all large infrastructure projects, and is actively managing risks with the use of risk management plans and risk mitigation measures. It is important to recognize that the P3 approach still requires compliance with all federal and state laws and regulations. The key risk mitigation measures planned for a Purple Line P3 are as follows: • Emphasize performance criteria: Leaving insufficient flexibility in the Request for Proposal's (RFP's) requirements, particularly the technical provisions, is a risk to the value of the P3, as over -specification would limit the ability of the private entities to innovate. To mitigate this risk, MDOT/MTA intends to incorporate the widespread use of performance criteria (rather than specify a rigid design for every single detail). Performance specifications maintain the focus on the State's desired outcomes (the "what") while providing additional flexibility in the details used to achieve the outcomes (the "how"). Performance criteria can be used without changing the general parameters of the project (e.g., the use of light rail technology, general alignment, number of stations). • Set realistic requirements for the concessionaire: As with other project delivery methods, imposing excessive contractual burdens on the concessionaire would ultimately result in higher costs for the State. To mitigate this risk, MDOT/MTA intends to strike a balance in defining the concessionaire's obligations and responsibilities so that they are consistent with market and industry standards. Because of the long-term nature of the contract, the private concessionaire is a partner in the requirements and processes. • Maintain clear and effective communications to support the following: Pvrp/e Line o Schedule: Examples of potential delays include the State not delivering right of way (ROW) parcels to the concessionaire on -schedule or a third -party (e.g., utility company) not providing timely actions or reasonable cooperation to the concessionaire. These risks exist under any project delivery method, but the potential cost of delays may be somewhat larger if they impact the concessionaire's critical path. Property acquisition risk will be retained by the State and MDOT/MTA is responsible for timely completion of necessary third - party agreements. To mitigate these risks, MDOT/MTA has developed a ROW acquisition plan, has identified relevant third -parties, and has started to enter into required agreements. o Stakeholder Expectations: MDOT/MTA has been working closely with stakeholders throughout the project development process in an effort to address 8 Purple Line Pre -Solicitation Report stakeholder requests and concerns early. The concessionaire will be required to follow the relevant stakeholder agreements. While the P3 agreement will include a process for MDOT/MTA to direct the concessionaire to make changes, the process can be time-consuming and add costs that MDOT/MTA will be accountable for outside the P3 agreement. Further, while traditional construction contractors are concerned about their impact on communities, a concessionaire is concerned about both the current impacts as well as their future relationship with stakeholders. The concessionaire becomes part of the communities for the entire length of the concession period. o Market Interest: Strong market competition during the P3 bidding process is necessary to achieve the best value for the State. For this reason, MDOT/MTA seeks to encourage and support strong market interest throughout all stages of the solicitation process. Private entities often spend $10 million or more of their own funds in preparing a P3 proposal for a project like the Purple Line, which is considerably more than the cost of proposals for traditional project delivery methods. As such, private entities generally are more cautious about investing their funds in a proposal if they perceive potential for a solicitation to be cancelled. Therefore, it is important for the State to generate interest in the project, consider industry precedent when preparing the P3 agreement provisions, and address key policy issues (for example, BPW approval) upfront in the solicitation process. 3.2 Workforce, Economic Development, and Environmental Considerations 3.2.1 Workforce/Labor Considerations MDOT/MTA seeks to maximize the economic benefit of the project both in the near-term (design and construction) and in the long-term (operations and maintenance). MTA estimates that the Purple Line will create more than 7,000 direct and indirect construction jobs. More than 2,600 of those jobs will be created just in the category of laborer and the nine most likely skilled trades to be used on the Purple Line. Thousands more jobs will be filled by construction foremen and supervisors, architects, engineers and related positions, administrative personnel, inspectors, etc. It can be expected that with other major transportation projects occurring simultaneously in the Maryland/D.C./Virginia area, there may be a shortage of skilled tradespeople at any given time during the construction period. In order to address this particular challenge, MDOT/MTA intends to evaluate (along with many other factors) a concessionaire's proposed approach to labor stability and efficiency. In implementing the Purple Line Economic Empowerment Program, MDOT/MTA has identified the following policy objectives: • Workforce diversity reflective of the region in which the project is being constructed • Workforce development that builds the skills of area residents for positions throughout the life of the project and beyond Pvrp/e Line 9 Purple Line Pre -Solicitation Report • Maximum use of local and small businesses • Maximum use of disadvantaged businesses enterprises • Labor stability and the prevention of labor disputes • Apprenticeship and hiring opportunities Delivering the Purple Line as a P3 provides the concessionaire with the opportunity to balance and calibrate these objectives over a multi-year period. At each step of the solicitation process, proposers will be required to respond to the issues above in a more specific manner. During the Request for Qualifications (RFQ) phase, a proposer might be asked to identify their successes and challenges on previous projects in the areas of labor, workforce and local/small businesses; the RFP might identify specific goals to be met and ask for the proposer's plan to achieve those goals; and, upon commercial close, the final P3 agreement might outline certain commitments regarding appropriate phases of the project (design, construction, operations/maintenance). 3.2.2 Disadvantaged Business Utilization As a recipient of federal funds for the Maryland -National Capital Purple Line, MTA must comply with 49 CFR Part 26. This program encourages the use of Disadvantaged Business Enterprises (DBE) on federally -funded projects. The selected concessionaire will be expected to take all necessary and appropriate steps to provide DBEs with fair and reasonable opportunities for meaningful and substantial participation in the P3 Agreement. MDOT/MTA is considering DBE and Small Business Enterprise (SBE) utilization goals as appropriate for each phase of the project and in a manner consistent with 49 CFR 26. MTA and the selected concessionaire will work with local business development organizations to identify needs and certification assistance programs for DBE and SBE capacity where a shortage of firms might exist, educate firms regarding the P3 project delivery method, and market contracting opportunities. Throughout the life of the project, required compliance procedures will be in place to ensure that the concessionaire is meeting the State's policy objectives. 3.2.3 Project Labor Agreement considerations Presidential Executive Order 13502 provides that "In awarding any contract in connection with a large-scale construction project, or obligating funds pursuant to such a contract, executive agencies may, on a project -by -project basis, require the use of a project labor agreement by a contractor where use of such an agreement will (i) advance the Federal Government's interest in achieving economy and efficiency in Federal procurement, producing labor-management stability, and ensuring compliance with laws and regulations governing safety and health, equal employment opportunity, labor and employment standards, and other matters, and (ii) be consistent with law." MTA is currently conducting an analysis of considerations in determining the use and extent of a Project Labor Agreement on the Purple Line. P"�� ne 10 Purple Line Pre -Solicitation Report 3.2.4 Federal labor considerations Since federal transit funding, in the form of an FTA New Starts grant, will be used for the Purple Line, it will be important for project delivery to be consistent with key federal labor provisions including, but not limited to: • Section 13(c) is included in the Federal Transit Law, and is located at Section 5333(b) of Title 49 of the U.S. Code (49 U.S.C. § 5333(b)). As a general rule, Section 13(c) protects transit employees who may be affected by Federal transit funding. • Under 49 U.S.C. Section 5333(a), Davis -Bacon Act prevailing wage protections apply to laborers and mechanics employed on FTA assisted construction projects. The Davis - Bacon Act requires contractors to pay wages to laborers and mechanics at a rate not less than the minimum wages specified in a wage determination made by the Secretary of Labor. The Davis -Bacon Act also requires contractors to pay wages not less than once a week. State laws may also govern the payment of wages on construction projects. 3.2.5 Economic development considerations The Purple Line is expected to support economic development in both Montgomery County and Prince George's County. The corridor is already densely developed but opportunities for new development remain, and there are several plans for new development around proposed Purple Line stations. By improving connectivity and accessibility in the corridor, the Purple Line will have a positive economic impact for Maryland's residents and businesses. In general terms, the choice of project delivery method typically does not have an effect on the extent of economic development generated by a project. However, by supporting the timely and efficient delivery of the Purple Line, a P3 can help ensure that project -related economic development benefits begin accruing as soon as possible. 3.2.6 Environmental considerations • In accordance with State Finance and Procurement Article § 10A-105, the Purple Line shall comply with the following provisions, to the extent that the provisions are applicable: o § 3-602.1 of State Finance and Procurement (Green Building); and o The Environmental Article. • MDOT/MTA will maintain control over all environmental issues related to the Purple Line asset, both during construction and for the duration of the P3 agreement. • MDOT/MTA will complete the NEPA process, which will conclude before the Purple Line RFP is issued. The concessionaire will be required to comply with all federal, state, and local environmental requirements. If a proposed innovation requires additional environmental reviews, the concessionaire assumes this risk. 11 Purple Line Pre -Solicitation Report 3.2.7 Local government considerations MDOT/MTA expects that local governments will contribute a share of the construction cost of the Purple Line, in support of in-kind contributions, milestone payments, construction progress payments, and availability payments. The precise level of contribution is currently under negotiation through Memoranda of Understanding (MOUS) and will be reflected in the Consolidated Transportation Program (CTP), as appropriate. 4. Steps to Reach P3 Project Delivery Decision MDOT/MTA has taken a series of steps over the past two years leading up to the decision to use a P3 delivery method for the Purple Line. The key steps in this process, which include the application of domestic and international best practices in evaluating alternative project delivery and financing methods, are as follows. • As part of the regular project planning process, in 2011 MDOT/MTA began a preliminary investigation of potential delivery options available for the Purple Line. The investigation was performed with consultant support. The options considered ranged from traditional delivery methods such as DBB to a DBFOM P3 approach. Research on domestic and international experience with P3s, along with a qualitative assessment of the Purple Line, suggested P3 alternatives merited further consideration. • As a next step, MDOT/MTA prepared a quantitative VfM analysis for the Purple Line. While never used as the sole consideration in whether a project should pursue a P3, it is common for public agencies to perform a VfM analysis when considering P3 delivery for a project and is considered a best practice by the USDOT. As described earlier, a VfM analysis considers both the design and construction costs, as well as the long-term cost of a project (operations, maintenance, and capital replacement), and compares the net present value of the project as a P3 versus traditional public delivery of a project. Traditional public delivery includes a DBB approach for design and construction and then separately and apart, operations, maintenance, and capital replacement of project elements. All of these separate components of the DBB approach require at least one separate contract each. The Purple Line VfM analysis found that further consideration of P3 alternatives could be warranted for the Purple Line. • In November 2012, MDOT/MTA held an internal workshop to assess the State's qualitative goals for delivering the Red Line and Purple Line projects. A P3 approach was found to be supportive of the State's delivery goals for the Purple Line. • In December 2012, MDOT/MTA held a Red Line and Purple Line Project Delivery workshop where independent, outside experts and members of the project team discussed the practical implications of alternative delivery methods, as well as the advantages and disadvantages of delivery options in the context of each particular project. This workshop included senior staff from MDOT and MTA, as well as outside industry experts on transit project delivery representing public agencies across the country. The independent experts represented project delivery experience at Los Angeles Metro, Amtrak, New Jersey Transit, Metropolitan Washington Airports Authority (Metrorail Silver Line), and the Denver Regional Transit District. A key finding Pvrp//e 12 Purple Line Pre -Solicitation Report of this workshop, including the general assessment by the independent experts from other public agencies, was that Purple Line would be a good candidate for a P3. • On April 7, 2013, Governor O'Malley signed into law a new framework for P3s in Maryland. Spearheaded by Lt. Governor Brown, the law greatly increased the transparency and predictability associated with Maryland's P3 process and among other items, required that a detailed presolicitation report be submitted to the BPW, Treasurer, Comptroller, and Legislature regarding the merits of pursuing a project as a P3. • On April 9, 2013, MDOT/MTA requested information from the transportation industry regarding project delivery and financing for the Purple Line and Red Line projects. This request is commonly known as a Request for Information (RFI). MDOT/MTA received responses from 44 companies (including Maryland MBE firms) representing potential investors, designers, construction contractors, vehicle manufacturers, and operations and maintenance providers. Responses to the RFI were due on May 8, 2013. • On May 15, 2013, MDOT/MTA held a Purple Line industry forum, which was attended by approximately 300 people. The forum was comprised of two components: (1) presentations made by MTA and MDOT officials and (2) one-on-one meetings requested by the private sector so that they could provide information and ask questions regarding the project. The presentations can be found at www.industryforum.purplelinemd.com. • Feedback received from the RFI and Industry Forum indicated strong marketplace interest in a Purple Line P3. The key factors include the size of the project, opportunities for innovation and value, operational independence from the MTA core system, the status of the project in the NEPA process, Maryland's strong financial management, and Maryland's commitment to the project. • In July 2013, MDOT adopted COMAR 11.01.17: Public -Private Partnership Program (MDOT P3 Regulations) that formally establish an MDOT P3 Program, as well as describe and provide a process for the development, solicitation, evaluation, award, and delivery of P3s in the Department's Program. These were developed in accordance with the agency P3 regulation requirements outlined in Ch. 5, Acts of 2013, State Finance and Procurement Article § 10A-103. • In July 2013, MDOT completed the P3 screening process for the Purple Line outlined in the P3 regulations. This process included both high-level and detailed -level screening elements, as well as formal approval by the Secretary to submit a presolicitation report. P"�� ne 13 Purple Line Pre -Solicitation Report 5. Proposed Financial Structure and Concepts 5.1 Availability Payment Structure 5.1.1 Overview of the Availability Payment Concept In an availability payment P3, the concessionaire is responsible for key aspects of design, construction, operations, and maintenance of the asset, as well as financing a portion of construction. In return, the public agency pays the concessionaire milestone/construction progress payments during the construction period and annual availability payments during the operating period of the P3 agreement. The public agency makes deductions from these payments if the concessionaire does not meet pre -determined performance targets. In addition, the concessionaire may be required to fund project needs during the operating period if performance metrics are not met. In general, availability payments are used for: • Projects that require public subsidy; • Projects for which the public agency wishes to retain the project -related revenues; or • Projects for which the public agency chooses to retain the risk of revenues being less than forecasted. Because transit assets, like the Purple Line, have operating, maintenance, and capital replacement costs that are higher than the fare revenues generated by the asset, transit assets require additional public funding during the operating period, regardless of the project delivery method. When each proposer submits its proposal in response to the competitive RFP for an availability payment P3, a key part of each proposer's bid are the amounts for the availability payments. The annual availability payments amounts proposed are based on anticipated costs during the construction and operating periods (including capital replacement and handback requirements). To fund its portion of the project costs, the concessionaire borrows funds and contributes its own equity (cash). The concessionaire repays its borrowed funds and cash investments with a portion of payments it receives from MDOT/MTA. The payments to the concessionaire would be paid by MDOT/MTA from a combination of public sources, including TTF revenues, grants such as FTA New Starts, and local government contributions. To provide better value for the public, the public entity typically provides the concessionaire with a portion of the funding needed for construction, as long as the concessionaire demonstrates adequate construction progress. This public funding during construction is often referred to as "milestone payments" or "construction progress payments". This approach helps reduce not only the total amount the private entity must finance, which reduces the size of the availability payments, but also the concessionaire's interest costs during construction on the borrowed funds. In a DBFOM with availability payments, the public agency always holds the concessionaire responsible for financing a portion of construction, as the use of private P"�� ne 14 Purple Line Pre -Solicitation Report financing ensures the private partner has "skin in the game" and greater incentives for optimizing whole life -cycle costs from early in their design and construction activities. The public agency retains legal ownership of the asset throughout the P3 agreement period. Most availability payment agreements have a 25- to 35 -year operating period. At the end of the agreement, the concessionaire is required to hand back the asset to the public agency in a pre- determined condition. The public agency can then re -compete for a new contractual arrangement or use public employees to operate and maintain the project going forward. 5.1.2 Anticipated Use of AP Structure for the Purple Line MDOT/MTA intends to use an availability payment P3 approach for the Purple Line. The availability payments will be subject to performance deductions, which will provide strong incentives for the concessionaire to deliver high quality service. MDOT/MTA will retain ownership of the Purple Line throughout the life of the P3 agreement and the assets will be handed back to MDOT/MTA at the end of the operating period. With the P3 approach on the Purple Line, MDOT/MTA will retain certain responsibilities. As is typical in many P3s, MDOT, as the public owner, will complete certain environmental documentation, acquire right of way, provide public sector quality assurance and oversight, collect fares, and provide security. It can also specify the general appearance of stations and other project elements, although providing proposers with more design flexibility tends to increase the potential for innovation and cost savings. Section 6 of this presolicitation report presents the preliminary concept of the general agreement terms and allocation of responsibilities. When the concessionaire either demonstrates that specific construction tasks are completed or satisfactory construction progress has been made, MDOT/MTA intends to provide public funding to the concessionaire in the form of either milestone or construction progress payments, or a combination of the two. If milestone payments are used, the payment only occurs after a specific deliverable has been completed. If construction progress payments are used, these are based on regular percentage payments throughout the construction period. In either case, these payments will help fund a portion of the concessionaire's construction costs. The next section of this presolicitation report presents the anticipated funding sources for these construction -related payments. In the currently anticipated P3 approach, MDOT/MTA intends to fund the availability payments with revenues from the TTF. The availability payments would be subject in each year to appropriation by the Maryland General Assembly. Section 5.2.4 of this presolicitation report presents additional details on the currently anticipated approach to the availability payments. MDOT/MTA currently intends to hold the concessionaire responsible for operating and maintaining the project for approximately 30 years after construction is complete. The contract will include terms that allow the State to terminate it before the end of the P3 agreement time period (e.g., in the event the concessionaire does not meet the minimum performance requirements or for convenience of the State). P"�� ne 15 Purple Line Pre -Solicitation Report 5.2 Anticipated Funding Sources Project development and construction costs can be categorized as either costs that are retained by MDOT/MTA or those that are anticipated to be part of the P3 contract. For those that are part of the P3 contract, the costs will be paid by MDOT/MTA making milestone/construction progress payments and the concessionaire privately funding the balance (which will be ultimately repaid by MDOT/MTA using the availability payments). 5.2.1 State -retained Costs During Development and Construction MDOT/MTA has already funded the costs of Purple Line project planning, preliminary engineering, and most of the federal environmental documentation. MDOT/MTA anticipates it will incur additional costs for Purple Line project development, including costs for the completion of the federal environmental documentation, the P3 solicitation process, right of way acquisition, and public sector quality assurance and oversight during construction. These are all considered state -retained costs. To date MDOT/MTA has used funding from the TTF and a $3 million FTA New Starts earmark for these costs. For the remainder of the state -retained costs, MDOT/MTA anticipates using funding from the TTF, a portion of the anticipated FTA New Starts grants, and local government contributions. 5.2.2 Milestone/Construction Progress Payments to the Concessionaire MDOT/MTA will provide the concessionaire with milestone /construction progress payments as the concessionaire demonstrates adequate construction progress and potentially for a period of time after construction is complete. MDOT/MTA intends to use a variety of funding sources for these payments, including TTF revenues, FTA New Starts grant funding, and local government funding contributions. 5.2.3 Private Funding Provided by the Concessionaire The concessionaire's funding is derived from two basic sources: private equity (cash) and borrowed funds. The concessionaire borrows funds from third parties (i.e., entities other than the State) and commits to repay the borrowed funds with revenue from the availability payments. In availability payment P3s, it is common for the concessionaire to borrow 80-90 percent of its funding while providing its own equity for the remainder of the private funding. It is currently anticipated the concessionaire would raise borrowed funds from two sources: a TIFIA direct loan and/or tax-exempt private activity bonds (PABs). TIFIA loans are direct loans from the USDOT that offer flexible repayment terms and lower than private sector borrowing costs. Because of these attractive features, most transportation P3s seek TIFIA loans from the USDOT. MDOT/MTA recently submitted a TIFIA Letter of Interest to the USDOT in an effort to secure a formal invitation for the eventual concessionaire to apply for a TIFIA direct loan. Of the $2.2 billion capital cost for the Purple Line, MDOT/MTA currently anticipates private funding will be in the range of $400 million to $900 million. MDOT/MTA will determine a narrower range of required private investment in the Purple Line before release of any final solicitation documents. Ultimately, both the private equity and the concessionaire's borrowed funds are repaid by public funds, either through initial milestone payments, construction progress payments, or a combination of both, and later through availability payments. These 16 Purple Line Pre -Solicitation Report public funds include a combination of sources including TTF revenues, grant funding such as FTA New Starts, and local government contributions. 5.2.4 Preliminary Analysis on Debt Affordability MDOT/MTA, in consultation with the Department of Budget and Management (DBM), has performed a preliminary analysis of whether the Purple Line P3 availability payment structure might have an impact on the State's tax -supported debt (also known as capital debt affordability). During this process, MDOT/MTA has also sought advice from the State Treasurer's Office, the Comptroller's Office, and the Department of Legislative Services (DLS). Based on the preliminary concept for the Purple Line P3 financial structure and preliminary financial analyses performed by MDOT/MTA, there is strong rationale to expect that the Purple Line P3 transaction will not have an impact on the State's capital debt affordability. An explanation of this preliminary assessment is presented in this section. MDOT/MTA will be requesting that the State's Capital Debt Affordability Committee (CDAC) make a formal determination on this issue. MDOT/MTA currently intends to pay the Purple Line concessionaire during the operating period through the use of availability payments. These payments would be from funds appropriated from the TTF. Although the appropriated funds are not limited to any particular source of MDOT/MTA revenues, it is intended that MTA operating revenues, which currently generate approximately $140 million per year, would be the source of revenue associated with Purple Line availability payments. With the recent legislative mandate for future MTA fare increases, baseline ridership forecasts for the MTA system, and additional fare revenues generated by the Purple Line, MTA operating revenues are anticipated to exceed $200 million by the first full year of Purple Line operations in 2021. MDOT/MTA is considering a range of potential financing structures, but none of the options currently under consideration would result in Purple Line availability payments exceeding MTA operating revenues. As described earlier, the Purple Line availability payments, which are agreed to in the P3 agreement, are structured to repay the private concessionaire based on project performance. In turn, the private concessionaire uses the availability payments to repay its borrowed capital (i.e. debt service), operating and maintenance costs, and other authorized uses and expenses. Even though the project debt will be held by the private partner, MDOT/MTA recognizes a portion of its availability payments will ultimately be used for borrowed capital repayment. Accordingly, MDOT/MTA intends to classify the portion of the availability payments used for the concessionaire's debt service as non-traditional MDOT debt. These payments would not be included in the State's tax -supported debt calculations because the intended funding source for the payments (MTA operating revenues) is not a State tax. MDOT/MTA will be requesting that the CDAC make a formal determination on this issue. Additionally, based on the currently anticipated financing, the forecasted fare revenues generated by the Purple Line are estimated to be on average greater than the concessionaire's debt service. Therefore, even though MTA would collect and account for the Purple Line fare revenues, the MTA revenues generated by 17 Purple Line Pre -Solicitation Report the project are sufficient to cover the borrowed capital repayment share of the availability payment. MDOT has previously undertaken three similar transactions that are categorized as MDOT non- traditional debt, but not included in the capital debt affordability calculations. These include certificates of participation for renovations to facilities at Baltimore/Washington International Thurgood Marshall Airport (BWI Airport); construction of the parking garage at the BWI Airport Rail Station; and construction of a warehouse at the Port of Baltimore. Similar to the Purple Line concept, for each of those transactions, the debt service was paid by an annual operating appropriation and a non -tax revenue source served as a backup pledge. 6. Preliminary Contract Concepts/Working Assumptions 6.1 Term Length (Range of Years) MDOT/MTA is currently estimating a 35 -year contract, including approximately five years of construction and thirty years of operations. Based on refinements throughout the solicitation process, it is possible that the operating period could be modified within the range of 25 to 35 years. 6.2 Performance Measures Concept A detailed set of operational performance measures will be developed and included in the solicitation documents. The contract will ultimately include many performance measures, but anticipated performance measures are generally expected within the following general categories: • On-time performance (e.g., whether trains depart and arrive at specified time points within an acceptable number of minutes) • Availability of rail vehicles (e.g., whether vehicles required for specified level of service are ready) • Quality of passenger environment (e.g., cleanliness of cars and stations, reliability of escalators/elevators, vehicle temperature, lighting) • Availability of stations (e.g., removal of snow and ice, standing water on pedestrian paths, ADA access) • Safety (e.g., safety procedures compliance, accident prevention) 6.3 Setting Fares MDOT/MTA will retain responsibility for setting fares on the Purple Line. 6.4 Revenue Collection It is anticipated that a public entity will perform the fare collection function for the Purple Line. This entity might be the MTA, or possibly MDOT contracting with a third -party such as WMATA. Pvrp/e Line 18 Purple Line Pre -Solicitation Report 6.5 Asset Ownership MDOT/MTA will retain ownership of the Purple Line throughout the life of the contract and all the assets will be handed back to MDOT/MTA at the end of the contract. 6.6 Long-term Operations and Maintenance • The Concessionaire will be responsible for operations and maintenance of the Purple Line for approximately 30 years. • At the end of the concession, the MDOT/MTA will have the ability to rebid the contract (where the existing concessionaire would have to re -compete). Alternatively, the MDOT/MTA could decide to have MTA assume responsibilities for operating and maintaining the Purple Line. 7. Proposed Schedule of Activities 7.1 Project Milestones The construction of the Purple Line is currently anticipated to include the following key milestones: • ROW acquisition is expected to begin in late 2013. • Construction is expected to begin in summer 2015. • Construction is expected to be complete in summer 2020. 7.2 Solicitation Milestones In accordance with State Finance and Procurement Article § 11-203, standard State procurement does not apply to P3s. MDOT/MTA intends to use the exemption from Division II as set forth in State Finance and Procurement Article § 11-203. As such, MDOT/MTA will develop a robust, transparent, and fair competitive solicitation process for the Purple Line. As outlined in the MDOT P3 Regulations, MDOT/MTA may use a multi -step solicitation process that includes, but is not limited to, some or all of the following steps: • Issuance of an RFQ • Pre -proposal conference • Issuance of a draft RFP • Industry review meetings • Issuance of a final RFP The determination to utilize some or all of the solicitation steps will be case -specific. Key steps in the proposed Purple Line P3 solicitation are presented in the following table: RFI Issued Apr -13 V l„P 19 Purple Line Pre -Solicitation Report 7.3 Federal Milestones The Purple Line has completed multiple steps in the federal review processes, although key milestones remain. The federal environmental review is expected to conclude with a Record of Decision in fall 2013. From a funding and financing perspective, MDOT/MTA is currently seeking a formal invitation from the USDOT TIFIA office by the spring 2014 for the eventual Purple Line concessionaire to apply for a TIFIA direct loan. MDOT/MTA is also working toward signing a Full Funding Grant Agreement (FFGA) with FTA in spring 2015 for the multi-year commitment of FTA New Starts funds to the project. Key milestones in the federal review processes are presented in the following table: Industry Forum Held May -13 V RFQ Issued Fall 2013 V Shortlist Issued Winter 2013 V Draft RFP Issued Winter 2013/2014 Industry Review Meetings Winter 2013/2014 Final RFP Issued Spring 2014 Preferred Concessionaire Announced Winter 2014/2015 Commercial Close Winter 2014/2015 Financial Close Spring 2015 7.3 Federal Milestones The Purple Line has completed multiple steps in the federal review processes, although key milestones remain. The federal environmental review is expected to conclude with a Record of Decision in fall 2013. From a funding and financing perspective, MDOT/MTA is currently seeking a formal invitation from the USDOT TIFIA office by the spring 2014 for the eventual Purple Line concessionaire to apply for a TIFIA direct loan. MDOT/MTA is also working toward signing a Full Funding Grant Agreement (FFGA) with FTA in spring 2015 for the multi-year commitment of FTA New Starts funds to the project. Key milestones in the federal review processes are presented in the following table: 8. Next Steps 20 Purple Line Pre -Solicitation Report Alternatives Analysis/Draft EIS Published Oct -08 V Locally Preferred Alternative (LPA) Selected Aug -09 V FTA Permission to Enter New Starts PE Phase Oct -11 V Record of Decision (ROD) Fall 2013 Funding Recommendation in President's Budget Spring 2014 Formal Invitation to Apply for TIFIA Spring 2014 FTA New Starts Full Funding Grant Agreement Spring 2015 8. Next Steps 20 Purple Line Pre -Solicitation Report Ch. 5, Acts of 2013 confirmed MDOT's legal authority to undertake a P3 for the Purple Line and outlined a clear, transparent process for solicitation oversight. The submission of this presolicitation report is the first official step in this process. During late summer/early fall of 2013, MDOT/MTA will work towards completion of the following additional tasks in support of the anticipated solicitation process. • Request that the 2013 Report of the Capital Debt Affordability Committee (CDAC) include a formal assessment of whether the Purple Line P3, as currently conceived, would have an impact on State capital debt affordability. • In accordance with State Finance and Procurement Article §10A-201, will seek formal P3 designation and approval of the P3 solicitation process from the Board of Public Works (BPW) after the presolicitation report review period. MDOT/MTA will submit a request for designation and approval to the BPW that includes: • A copy of this presolicitation report • A description of the process for soliciting, evaluating, selecting, and awarding the P3 • A preliminary solicitation schedule • An outline of the organization and contents of the planned public notice of solicitation • A summary of the key terms of the proposed P3 agreement • Comments received from the Treasurer, Comptroller, or Legislature during the review period Following the BPW's formal P3 designation and approval of the solicitation process, MDOT/MTA will proceed with the competitive P3 solicitation to select a concessionaire for the Purple Line. The first step in the solicitation will be to publish an RFQ, which is currently anticipated to occur in fall 2013. In the RFQ MDOT/MTA intends to provide a general summary of the anticipated solicitation process and selection criteria. It is typical to select up to four highly qualified concessionaires (typically comprised of teams) for a shortlist that will be invited to submit proposals. A description of the anticipated solicitation steps is presented in Section 7 of this presolicitation report. 8.1 Process for Providing Periodic Updates to Legislature In accordance with §10A-104 of the State Finance and Procurement Article, MDOT is required to provide annual P3 updates in the following manner: • A report to the budget committees concerning each existing P3 in which MDOT is involved, by January 1. • All existing P3s shall be listed in the CTP. Updates for the Purple Line will be included in both the annual report to the budget committees and the CTP for the duration of the contract. P"�� ne 21 Purple Line Pre -Solicitation Report 9. Conclusion For the Purple Line, a DBFOM approach will help achieve the specific project delivery goals while supporting broader policy, operational, and financial benefits. MDOT/MTA, assisted by a team of expert consultants, conducted a series of analyses, workshops, and other due diligence steps before reaching this project delivery decision. A thorough assessment of potential risks and benefits has been completed, forming the basis for risk mitigation and value optimization strategies moving forward. An availability payment structure will help ensure both the timely completion of Purple Line construction and high-quality asset performance for the duration of the P3 agreement. In consultation with DBM, a preliminary assessment of debt affordability has been completed and the transaction is currently not expected to have an impact on the State's capital debt affordability. Solicitation steps and draft agreement terms have been outlined and will be refined over the next few months, in anticipation of a public notice of solicitation in fall 2013. Through implementation of the proposed P3 approach for the Purple Line, the State will demonstrate its commitment to efficient use of limited public resources and will be a national leader in innovative project delivery. P"�� ne 22 Purple Line Pre -Solicitation Report Attachments Attached as part of this presolicitation report are the following documents related to the steps undertaken to reach a project delivery decision for the Purple Line. 1. MDOT P3 screening process documents: In accordance with COMAR 11.01.17 (MDOT's P3 Regulations), MDOT/MTA completed a full P3 screening process for the Purple Line, including both high-level screening and detailed -level screening. The attached documents related to the P3 screening process include: o Public-private Partnership Candidate Concept Application for the Purple Line P3 concept o P3 steering committee high-level screening documentation for the Purple Line P3 concept o Letter from the Secretary of Transportation to MTA's Office of Planning Director approving advancement of the Purple Line P3 concept to detailed -level screening o Letter from MTA's Office of Planning Director to the Secretary of Transportation indicating the completion and submission of Purple Line detailed -level screening information, analyses, and documentation, as well as requesting written approval to advance to the submission of a presolicitation report o Letter from the Secretary of Transportation to MTA's Office of Planning Director approving the advancement of the Purple Line P3 to submission of a presolicitation report 2. Maryland National Capital Purple Line Project Request for Information, Industry Forum, and One -on -One Meeting Summary: Report that outlines the findings of the Purple Line RFI responses (due to MDOT/MTA on May 8, 2013) and the Purple Line industry forum/one-on-one meetings (held on May 15, 2013). Also attached is the original RFI document that was issued on April 9, 2013. 3. Synopsis of December 2012 Value -for -Money (VfM) Analysis: The MTA evaluated a wide range of delivery alternatives for the Purple Line. A VfM analysis was conducted to compare the value to the State of delivering the project under a 35 -year DBFOM concession against a traditional DBB solicitation. This is the synopsis of the VfM findings. 4. Maryland New Starts Project Delivery Decision -Making Process, Analysis, and Recommendations: This report summarizes a comprehensive review of project delivery and financing methods for the Baltimore Red Line and Purple Line light rail transit projects. 5. Availability Payment Case Studies: These case studies focus on two recent P3 projects involving AP structures: the Eagle P3 implemented by the Regional Transit District (RTD) in Colorado and the Ohio River Bridges East End Crossing, implemented by the Indiana Finance Authority. 6. Preliminary Purple Line P3 Risk/Responsibility Allocation General Assumptions as of July 31, 2013: This table outlines the preliminary general working assumptions for P3 Pvrp/e Line 23 Purple Line Pre -Solicitation Report risk/responsibility allocation at the beginning of the Purple Line solicitation development process. 7. Presentation materials from Purple Line Industry Forum: Materials prepared for the industry forum held on May 15, 2013. 24 Purple Line Pre -Solicitation Report APPENDIX B: WORK SAMPLE - BATIC INSTITUTE The two documents included as this work sample are from a WSP-led training seminar with the BATIC Institute, an AASHTO Center for Excellence. This six -plus -hour course spread over two days in Los Angeles, California, touched on the basics of P3s, key challenges and opportunities, key processes and the potential value and risks associated with considering a P3. "` I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership Page 89 7 to Construct a New Parking Structure and Commercial Office Space 4/7/2020 Capacity Building Overview Institute events: Build America Transportation Investment Center (BATIC) Institute BATIC Institute Events Listing Meetings & Events Calendar Peer Exchanges + Expert Panel Sessions + Webinars + Workshops/Training Seminars + Post: Public -Private Partnerships (P3) Basics Overview - Los Angeles, CA Public -Private Partnerships (P3) Workshop for Planners - Spokane, WA Public -Private Partnerships (P3) Basics Overview - Boston, MA Public -Private Partnerships (P3) Basics Overview - Washington, D.C. Public -Private Partnerships (P3) Basics Overview - Scottsdale, AZ WORKSHOPS/TRAINING SEMINARS Public -Private Partnerships (P3) Basics Overview This event took place July 29-30, 2018 in Los Angeles, CA. Event Description The P3 Basics Overview training was for public sector stakeholders interested in using P3 procurement for transportation infrastructure projects. The 6 -hour course offered a general understanding of P3 as an alternative delivery method, with instruction drawn from case studies and real life examples demonstrating how to put P3s into action. Agenda (PDF) Other Materials P3s for Transportation: Categorization and Analysis of State Statutes This January 2016 report examines the P3 enabling legislation in the 34 states, D.C. and Puerto Rico that have such laws across nearly 40 various provisions. P3 Toolkit for Legislators, NCSL, 2014 This 2010 report is the most highly regarded P3 resource for state legislators. The report addresses topics and concerns directly related to the legislative perspective and lays out guiding principles for lawmakers to consider when looking at P3 policy. Building Up: How States Utilize P3s for Social & Vertical Infrastructure, NCSL, 2016 This newly released web document examines how www.financingtransportation.org/capacity_building/event_details/training_p3_basics_overview_july2018.aspx 1/2 4/7/2020 Institute events: Build America Transportation Investment Center (BATIC) Institute states are looking to utilize P3s for more than just transportation infrastructure. Center for Innovative Finance Support: P3 Program, FHWA The Center offers a wide array of policy and technical guides, as well as analytical tools to inform decision-making about P3s. Key information and resources are included below: P3 Basics P3 Best Practices Potential Advantages and Challenges of P3 P3 Programs P3 Project Assessments Concession Agreements and Contract Administration Home About Capacity Building Transportation Funding & Financing Resources & Links Glossary FAQs Contact Us/Subscribe Search ©2020 BATIC Institute: An AASHTO Center for Excellence AAS U.S_ beparlment of Transportation www.financingtransportation.org/capacity_building/event_details/training_p3_basics_overview_july20l 8.aspx 2/2 Public -Private Partnerships (P3) Basics Overview Agenda for July 29-30, 2018 2018 Legislative Summit, Los Angeles JW Marriott Los Angeles L.A. LIVE. 900 Olympic Boulevard, Los Angeles, CA Room to be determined SESSION DESCRIPTION WELCOME, INTRODUCTIONS, AND OVERVIEW OF THE TRAINING (1:30 — 1:45) F4&ITA INSTITUTE AN AASHTO CENTER FOR EXCELLENCE 1 Key Challenges and Opportunities (1:45 — 2:30) 45 minsorah SP USA ■ What is a P3? ■ Why Consider a P3? 2 Key Components of State P3 Programs (2:30 — 4:00) 90 mins ■ Enabling Legislation ■ Organizational Capacity ■ Pipeline of Potential P3 Project Candidates Day 1: Guest Speakers ■ Anthony Buckley, Director of Innovative Partnerships, Washington State Department of Transportation ■ Nadine Lee, Deputy Chief Innovation Officer, LA Metro Office of Extraordinary Innovation .......................................... ............................................................................................. BREAK (4:00-4:15) 3 Key Processes (4:15 — 5:00) 45 mins W ■ Introduction to Procurement ■ Introduction to Contract Management and Oversight SESSION DESCRIPTION QUICK WELCOME AND REMINDERS (8:30 — 8:40) 4 Managing Project Risk (8:40 — 9:25) 45 mins ■ Rationale/Methodology for Risk Transfer ■ Overview of Typical Project Risks 5 Potential Value of Private Financing and Federal Credit Assistance (9:25 —10:00) 35 mins ■ Funding and P3 Financing ■ Project Financing Examples BREAK (10:00-10:10) Jim Tayloreercator Advisors Deborah Brown, WSP USA FACILITATOR Jim Taylor, Mercator Advisors Jim Taylor, Mercator Advisors 444 North Capitol Street NW, Suite 249, Washington, DC 20001 p: 202-624-8815 f: 202-624-5469 FinancingTransportation.org 6 Value for Money (10:10 —10:45) 35 mins ■ What is Value for Money? ■ How is Value Created through P3? ■ Application in Decision -Making Day 2: Closing Discussion (10:45 —11:45) 60 mins ■ Gail Lewis, Director, Office of P3 Initiatives and International Affairs, Arizona Department of Transportation ■ David Spector, Director Colorado Department of Transportation High -Performance Transportation Enterprise WRAP-UP AND KEY TAKEAWAYS (11:45-12:00) r_ BATIC INSTITUTE Deborah Brown, WSP USA Deborah Brown, WSP USA Deborah Brown, WSP USA and Jim Taylor, Mercator Advisors 444 North Capitol Street NW, Suite 249, Washington, DC 20001 p: 202-624-8815 f: 202-624-5469 FinancingTransportation.org APPENDIX C: DODD FRANK ACT DISCLAIM ER The Dodd -Frank wall Street Reform and Consumer Protection Act of 2010 (Dodd -Frank Act) granted the Securities and Exchange Commission (SEC) the authority to regulate financial advisory services provided to municipal entities such as City of South San Francisco. Services that may fall under the SEC Municipal Advisory regulatory scheme include, but are not limited to, financial feasibility studies, revenue and expenditure forecasts, and cash flow modeling relating to or potentially influencing the issuance of municipal securities (municipal advisory activities). Firms that provide financial advisory services to municipalities are required to register with both the Securities Exchange Commission (SEC) and the Municipal Securities Rulemaking Board (MSRB) as "Municipal Advisors" and maintain compliance with the Dodd -Frank Act requirements and the SEC/MSRB rules. WSP USA Inc. (WSP) is not a registered Municipal Advisor. As such, WSP is not subject to the fiduciary duty established in Section 15B (c)(1) of the Exchange Act with respect to any work pertaining to municipal financial products or the issuance of municipal securities. The SEC Final Rule allows for an unregistered firm to provide services that are municipal advisory in nature if the municipal client is also represented by an independent registered municipal advisor. This allowance is called the "Independent Municipal Advisor Exemption" and requires written documentation from the municipal entity that it is represented by an independent municipal advisor and will seek the advice of that advisor prior to taking action regarding on the issuance of municipal securities. For the protection of both parties, WSP will seek such documentation from City of South San Francisco allowing the firm to work under the Independent Municipal Advisor Exemption should the scope of work entail activities that could be deemed municipal advisory in nature. "` I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership Page 94 7 to Construct a New Parking Structure and Commercial Office Space APPENDIX D: INSURANCE PROVISIONS The following comments are addressed at the City of South San Francisco's "Consulting Services Agreement", included in the RFP Addendum issued in March 20, 2020. — 4.4 All Policies Requirements — 4.4.2 Verification of coverage — Comment: WSP does not provide policy copies. — 4.4.5 Deductibles and Self -Insured Retentions — Comment: WSP does not disclose its deductibles nor are they subject to approval by a third party — 4.4.6 Subcontractors — Comment: Each subcontractor will comply with the City's insurance requirements — 4.4.7 Wasting Policy — Comment: Except for professional liability "` I ) City of South San Francisco I Technical Assistance Consulting Services for Forming a Public Private Partnership Page 95 7 to Construct a New Parking Structure and Commercial Office Space WSP USA 425 Market Street San Francisco, CA 94105 main: 415-398-3833 wsp.com About WSP USA WSP USA is the U.S. operating company of one of the world's leading engineering and professional services firms—WSP. Dedicated to serving local communities, we are engineers, planners, technical experts, strategic advisors and construction management professionals. WSP USA designs lasting solutions in the buildings, transportation, energy, water and environment sectors. With nearly 7,000 people in 100 offices across the U.S., we partner with our clients to help communities prosper. WSP with 10%coUri ency P3 Advisory Consultant - WSP Notes & Instructions: The goal is to show costs associated with lead firm and subconsultants We are not presuming order of these activities. $ 893,732.53 Total for firms should total all tasks Who is the Lead for Hourly Duration of Time Task/ Milestone this task?Firm Project Team Member/Role Compensatio Estimated #timated hours Total Cost to Complete Requirements from City Staff WSP Assumptions and/or SubconsultantAL of Task (weeks) Phase 1 -Strategic Development of Project Scope 1.1 Projecl delivery scoping and strategy WSP Judah Gluckman / Project Manager $ 212.27 30 $ 6,368.12 1.1 Projecl delivery scoping and strategy WSP Jodie Misiak / Project Delivery and Procurement Lead $ 247.04 20 $ 4,940.80 1.1 Projecl delivery scoping and strategy WSP John Fisher / Principal in Charge $ 386.09 5 $ 1,930.46 1.1 Project delivery scoping and sUattegy WSP Deborah Brown / Senior Advisor $ 271.15 10 $ 2,711.54 1.1 Project delivery scoping and sUalegy WSP Camilo Monge /Deputy Project Manager $ 136.12 105 $ 14,292.36 1.1 Project delivery scoping and strategy WSP Ken Beehler / Project Delivery and Procurement $ 180.13 40 $ 7,205.05 1.1 Projecl del lvery scoping and strategy WSP Andrew Petrisin / Associate Consultant $ 122.19 125 $ 15,274.32 1.1 Project delivery scoping and strategy WSP Project accountant $ 114.53 14 $ 1,603.35 1.1 Pro ecl deliverys and strata WSP Michael Palmieri / Financial Anal sis and Real Estate Lead 300.00 20 6 000.00 Supp'll.pproval of project organizational Kickoff meeting (0.5 day) participation by chart, responsibilities, and decision-making Key Staff; P3 Capacity Building wol resolution ladder; finalization of project goals Stralegy Workshop (1-2 day) participation and objectives; approval of P3 Strategy and by Project Staff. Delivery Plan; support in identifying and es.Mng legal, financial, technical, 1.1 Pro eel tlellve antl strafe Total $ 163.49 369 $ 60,325.99 7 ...... ication. and other kev issues. 1.2 Risk allocation analysis WSP Judah Gluckman / Project Manager $ 212.27 10 $ 2,122.71 1.2 Risk allocation analysis WSP Jodie Misiak / Project Delivery and Procurement Lead $ 247.04 10 $ 2,470.40 1.2 Risk allocation an WSP Camilo Monge / Deputy Project Manager $ 136.12 50 $ 6,805.89 1.2 Risk allocation analysis WSP Ken Beehler / Project Delivery and Procurement $ 180.13 10 $ 1,801.26 1.2 Risk allocation analysis WSP Bryce Little / P3 Agreement Development Lead $ 349.47 10 $ 3,494.69 1.2 Risk allocation analysis WSP Mark Polston / P3 Agreement Development $ 240.99 10 $ 2,409.92 1.2 Risk allocation analysis WSP Andrew Petrisin / Risk Allocation $ 122.19 60 $ 7,331.67 1.2 Risk allocation anal sis WSP Michael Palmieri / Financial Analysis and Real Estate Lead $ 300.00 10 $ 3,000.00 SupprAmpproval of High -Level Risk Register Participation in Risk Workshop (0.61 day) 1.2 Risk allocation anal sis Total $ 173.16 170 $ 29,436.53 4 8 Risk Allocation Analysis Report. by Project Staff. 1.3 Site and design validation analysis WSP Judah Gluckman / Project Manager $ 212.27 10 $ 2,122.71 1.3 Site and design validation analysis WSP Camilo Monge / Deputy Project Manager $ 136.12 15 $ 2,041.77 1.3 Site and design validation analysis WSP Tim Thornton /Reel Estate Validation Lead $ 207.66 60 $ 12,459.83 1.3 Site and design validation analysis WSP Tom Brooks Pill In /Technical Validation Lead $ 280.65 150 $ 42,097.66 Supportlapprovel of Cost and Revenue up to four forecasts will be delivered as Analysis Report including provision of key part of the Cost and Revenue Ani budget information on capital aid operating This assumes no significant change in eapenses for this and past projects, aid parking policies. though our teari by financing/mtinydebt assumptions Jay Primus -could provide comprehensive Suppordapproval of Parking Study Memo parking policy reforms that may not only including provision of parking data on tnth prova e financial viability of the project spaces/facilities, sts and revenues for but address other City goals in the 1.3 Site and desi n valid tion anal sis Total $ 249.88 235 $ 58,721.96 6 past 3-5 years (10 if possible). process. 1.4 Life cycle cost and revenue analysis WSP Judah Gluckman / Project Manager 6 212.27 5 $ 1,061.35 1.4 Life cycle cost and revenue analysis WSP Camilo Monge /Deputy Project Manager $ 13fi.12 5 $ 680.59 1.4 Life cycle cost and revenue analysis WSP Auden Koehler / CosUDemond Validation Lead $ 227.20 100 $ 22,719.74 1.4 Life cycle cost and revenue analysis WSP Aly Elsalmi / Coat/Demand Validation $ 122.19 80 $ 9,775.56 1.4 Life cycle cost and revenue analysis WSP Dore Wu / CosUDemond Validation $ 126.52 160 $ 20,242.91 1.4 Life cycle cost and revenue an. WSP Michael Palmieri /Financial Analysis and Reel Estate Lead $ 300.00 10 $ 3,000.00 1.4 Life c cle cost and revenue anal sis WSP Jay Primus / Senior Advisor $ 245.00 80 $ 19,600.00 SupporUapprovel of Site Validation Report including provision of public property inventory with key detail, Wary design work to data, land use/zoning database antl conprehensivemirea plans, traffic and economic data, other design stantlards and specifications; supporf/approval of Real Way design is sufficient to finalize cost Estate Opportunities Report estimation without further fed antl surrey 1.4 LIFa a ole cost and revenue anal sis Total E 175.18 440 $ 77,080.15 8 supportlapprovel of Reviewed Cost Estimate. work to analyze present conditions on site. 1.5 P3 delivery and financial model P3Point Judah Gluckman / Project Manager $ 212.27 10 $ 2,122.71 1.5 P3 delivery and financial model P3Point Camilo Monge / Deputy Project Manager $ 136.12 5 $ 680.59 1.5 P3 delivery and financial model P3Point Julian Gonsalves / Financial Analysis $ 180.05 32 $ 5,761.57 1.5 P3 delivery and financial model P3Point Nan Garcia / Financial Analysis $ 161.52 144 $ 23,258.76 1.5 P3 deliveryand financial model P3Point Michael Palmieri / Financial Analysis and Real Estate Lead $ 300.00 40 $ 12,000.00 Suppodiapprovel of P3 Financial Feasibility Model, including provision of key budget We have assumed WSP'a team will intorrretion on capital antl operating lead P3 Agreement development but elyenses for this and similar past projects, these amounts could be reduced If a 1.5 13 dMelive and financial model Total E 189.71 231 $ 43,823.62 8 and financing/rating/debt assumptions. legal advisor Is retained. 1.6 arket outreach and analysis WSP Judah Gluckman/Project Manager $ 212.27 35 $ 7,429.47 1.6 Market outreach and analysts WSP Jodie Misiak / Project Delivery and Procurement Lead $ 247.04 35 $ 8,646.40 1.6 Market outreach and analysts WSP Deborah Brown / Senior Advisor $ 271.15 10 $ 2,711.54 1.6 Market outreach and analysts WSP Camillo Monge / Deputy Project Manager $ 136.12 70 $ 9,528.24 1.6 Market outreach and analysts WSP Ken Beehler / Project Delivery and Procurement $ 180.13 35 $ 6,304.42 1.6 Market outreach and analysts WSP Bryce Little / P3 Agreement Development Lead $ 349.47 10 $ 3,494.69 1.6 Market outreach and analysts WSP Mark Polston / P3 AgreDevelopment $ 240.99 5 $ 1,204.96 1.6 Market outreach and analysts WSP lopment Marguerite Luella / P3 Agreement Deve.85 $ 160ement 20 $ 3,217.00 1.6 Market outreach and analysis WSP Andrew Petrisin / Market Outreach $ 122.19 90 $ 10,997.51 Support/approval of Revised P3 Strategy and Delivery Plan, including Markel Sounding andOutreach Strategy; supportlapproval of Procurement Work Plan; supportlapproval of draft RFI/RFC/RFP including provision of standard procurement Soft industry outreach to be completed by form, legal and regulatory provisions and WSP initially with feedback reported to City 1.6 Market outreach and analysis Total $ 172.69 310 $ 53,534.23 4 other requirements- staff. For - Ca WSP Staff to attend crib of meetings such Capacity Building and SUalegy Workshop, Industry Day, Travel ex a N/A $ 10,100.00 document page turns. 10% Contingency a N/A $ 33,302.25 Phase 1 Total $ 208.73 1,755.00 $ 366,324.73 12 Phase 2 - Procurement 2.1 Procurement planning WSP Judah Gluckman/Project Manager $ 220.89 60 $ 13,253.39 2.1 Procurement planning WSP Camilo Monge / Deputy Project Manager $ 141.64 200 $ 28,328.96 2.1 Procurement planning WSP Deborah Brown / Sentor Advisor $ 282.16 20 $ 5,643.30 2.1 Procurement planning WSP Jodie Misiak / Project Delivery and Procurement Lead $ 257.07 40 $ 10,282.84 2.1 Procurement planning WSP Ken Beehler /Project Delivery and Procurement $ 187.44 100 $ 18,744.03 2.1 Procurement planning WSP Bryce Little / P3 Agreement Development Lead $ 363.66 30 $ 10,909.78 2.1 Procurement planning WSP Mark Polston / P3 Agreement Development $ 250.78 30 $ 7,523.32 2.1 Procurement planning WSP Marguerite Lucile / P3 Agreement Development $ 167.38 100 $ 16,738.00 2.1 Procurement planning WSP Julian Gonsalves /Financial Analysis $ 187.36 45 $ 8,431.20 2.1 Procurement planning WSP Tim Thornton / Real Estate Validation Lead $ 216.10 25 $ 5,402.40 2.1 Procurement planning WSP Tam Brooks Pilling /Technical Validation Lead $ 292.05 250 $ 73,011.75 2.1 Procurement planning WSP Auden Kash or / Cost/Demand Validation Lead $ 236.42 15 $ 3,546.34 2.1 Procurement planning WSP Andrew Petrisin /Procurement negotiations $ 127.16 280 $ 35,603.75 2.1 Procurement planning WSP Michael Palmieri / Financial Analysis and Real Estate Lead $ 300.00 40 $ 12,000.00 2.1 Procurement planning WSP Project accountant $ 119.18 14 $ 1,668.46 WSP with 10 ... ding e..y SupporU.pproval of Request for Information Industry Forum (1-2 days) participation by and redaw of responses; suppert/approval of Project Staff; no more than 4 teams on final RFQ and RFP documents and shortlist for RFP stage; as described in ocistad technical provision, more detail in our supplemental performance mechanisms, and P3 int rmetion, we have assumed W SP's team Agreement draft, including provision of key Wil lead P3 Agreement development but City procurement forms and requirements, Mese amounts could be reduced if a legal technical, financial and legal redew, aWsor is retained or City's in-house suppoNappro,eal of Procurement Evaluation counsel can protide; participation in 2.1 Procurement tannin Total $ 201.03 1,249.00 $ 251,087.53 36 Manual and Training materials. Eieluation Training (0.5 day) by Project 2.2 Ativertisement- Solicitation of bids WSP Judah Gluckman/Project Manager $ 220.89 20 $ 4,417.80 2.2 Advertisement- Solicitation of bids WSP Camilo Menge / Deputy Project Manager $ 141.64 30 $ 4,249.34 2.2 Advertisement- Solicitation of bids WSP Jodie Misiak / Project Delivery and Procurement Lead $ 257.07 20 $ 5,141.42 2.2 Advertisement- Solicitation of bids WSP Ken Beehler / Project Delivery and Procurement $ 187.44 20 $ 3,748.81 2.2 Advertisement- Solicitation of bids WSP Andrew Petrisin / Procurement negotiations $ 127.16 50 $ 6,357.81 Marry clients prefer using Meir own document management and solicitation SuppoWapprovaI of issuing final system W share documents infernally and procurement documents, including financial olarmilly, but WSP can also protide our 2.2 Advertisement-Soliebation of bids Total $ 170.82 140.00 $ 23815.78 20 and legal sufficiency (as needed). proprietary PCS system for Mat purpose. 2.3 Procurement management and evaluation support WSP Judah Gluckman/Project Manager $ 220.89 40 $ 8,835.59 2.3 Procurement management and evaluation support WSP Camilo Menge / Deputy Project Manager $ 141.64 120 $ 16,997.38 2.3 Procurement management and evaluation support WSP Deborah Brown / Senior Advisor $ 282.16 15 $ 4,232.47 2.3 Procurement management and evaluation support WSP Jodie Misiak / Project Delivery and Procurement Lead $ 257.07 30 $ 7,712.13 2.3 Procurement management and evaluation support WSP Ken Beehler / Project Delivery and Procurement $ 187.44 60 $ 11,246.42 2.3 Procurement management and evaluation support WSP Bryce Little / P3 Agreement Development Lead $ 363.66 30 $ 10,909.78 2.3 Procurement management and evaluation support WSP Mark Polston / P3 Agreement Development $ 250.78 30 $ 7,523.32 2.3 Procurement management and evaluation support WSP Marguerite Lucia / P3 Agreement Development $ 167.38 60 $ 10,042.80 2.3 Procurement management and evaluation support WSP Julian Gonsalves / Financial Analysis $ 187.36 20 $ 3,747.20 2.3 Procurement management and evaluation support WSP Tim Thornton / Real Estate Validation Lead $ 216.10 20 $ 4,321.92 2.3 Procurement management and evaluation support WSP Auden Kaehler / Cost/Demand Validation Lead $ 238.42 10 $ 2,364.23 2.3 Procurement management and evaluation support WSP Andrew Petri in / Procurement negotiations $ 127.16 160 $ 20,345.00 2.3 Procurement management and evaluation support WSP Michael Palmieri / Financial Analysis and Real Estate Lead $ 300.00 40 $ 12,000.00 RFQ; 3015 day evaluation period; 59 month RFP d-lopment process Wm 60- 90 day response period, and 4560 day SuppoWapprmal of responses se Requests RFP evaluation process; P'Mripation in for Clarification (RFC.), Alternative RFP one-on-one meetings (3 rounds of 1- Technical Concepts (ATC.), and any week mee1mgs ppr- 2 menihs apart) by addenda for procurement documents; Project Staff; PaWcination by Project Staff Approval of final result in reamoraalum and in initial reNews of SOO/Proposale and presentations developed by WSP; meetings (3-5 days each for RFQ and em.Wriplon-I of communication materials RFP) to develop consensus evaluation announcing resu a; on-going legislative and results; WSP will dew'bp materials for stakeholder briefing enure project legislative and stakeholder briefing and 2.3 Procurement mono a ant and evaluation su ort Total $ 189.41 635 $ 120,278.25 24 support have assumed that WSP staff can 2.4 Procurement negotiations and closing support WSP Judah Gluckman/Project Manager $ 220.89 40 $ 8,835.59 2.4 Procurement negotiations and closing support WSP Camilo Menge /Deputy Project Manager $ 141.64 50 $ 7,082.24 2.4 Procurement negotiations and closing support WSP Deborah Brown / Senior Advisor $ 282.16 10 $ 2,821.65 2.4 Procurement negotiations and closing support WSP Jodie Misiak / Project Delivery and Procurement Lead $ 257.07 30 $ 7,712.13 2.4 Procurement negotiations and closing support WSP Ken Beehler / Project Delivery and Procurement $ 187.44 50 $ 9,372.02 2.4 Procurement negotiations and closing support WSP Bryce Little / P3 Agreement Development Lead $ 363.66 30 $ 10,909.78 2.4 Procurement negotiations and closing support WSP Mark Polston / P3 Agreement Development $ 250.78 20 $ 5,015.55 2.4 Procurement negotiations and closing support WSP Marguerite Lucia / P3 Agreement Development $ 167.38 50 $ 8,369.00 2.4 Procurement negotiations and closing support WSP Julian Gonsalves /Financial Analysis $ 187.36 20 $ 3,747.20 2.4 Procurement negotiations and closing support WSP Tim Thornton /Real Estate Validation Lead $ 216.10 20 $ 4,321.92 2.4 Procurement negotiations and closing support WSP Auden Kaehler / Cosf/Demand Validation Lead $ 236.42 10 $ 2,364.23 2.4 Procurement negotiations and closing support WSP Andrew Petrisin / Procurement negotiations $ 127.16 60 $ 7,629.38 2.4 Procurement negotiations and closing support WSP Michael Palmieri / Financial Analysis and Real Estate Lead $ 300.00 20 $ 6,000.00 Pamclign o m negouauon mee,ungs wan Preferred Proposer by Project Staff; supportlapproval of final P3 Agreement, including any legislative and stakelwkler Assumes negotiations bks no longer Man briefing as well as financial and legal 30 -days via 3 W 5 meetings Wm the 2.4 Procurement negotiations and closing support Total $ 205.32 410 $ 84,180.68 12 sufficiency review required. Preferred Proposer. 10% Conlin enc N/A $ 47,946.16 Phase 2 Tobl $ 216.68 2,434 $ 527,407.80 84 Totals by Finn Lead WSP $ 208.74 3,929 $ 820,132.53 Sub 1 P3Point $ 300.00 180 $ 54,000.00 Sub 2 Primus Consulting$ 245.00 80 $ 19.600.00 Total 4,189 $ 893,732.53 9 . ox 711 (City Hall, 400 P.O. B •M City of South San Francisco Grand Avenue) South San Francisco, CA Legislation Text File #: 20-516 Agenda Date: 8/26/2020 Version: 1 Item #: 16a. Resolution awarding a consulting services agreement to WSP of San Francisco, California for Phase 1 advisory services in forming a public private partnership for a new Downtown parking garage in an amount not to exceed $366,325 and authorizing the City Manager to proceed with amending the scope and approving additional budget for a potential Phase 2 of the project including procurement. WHEREAS, in 2016 and 2017, a parking study determined that by 2026, an additional 228 parking spaces in the downtown will be needed and a second parking garage was recommended to be constructed; and WHEREAS, staff explored possible sites on Baden Avenue for a second garage; however, the sites were deemed infeasible; and WHEREAS, staff identified the City -owned City Hall parking lot to construct a new parking garage due to its potential to add additional parking and its capacity to support an efficient design; and WHEREAS, in May 2019, staff commissioned Watry Design, Inc. to provide five conceptual designs, construction cost estimates, and a parking price analysis for the City Hall parking lot site; and WHEREAS, at their October 22, 2019 study session, the City Council gave staff direction to advance two conceptual design options: Option 1) the base design, which includes a partially below -grade parking structure and Option 2) the base design, plus a rooftop park and new office building; and WHEREAS, to fund the construction of Option 1, the base garage, the City would need to issue at least a $30 million bond; and WHEREAS, Option 2 would present the opportunity to explore a Public -Private Partnership (P3) as a means of financing the parking garage, new Downtown park, and new office building; and WHEREAS, staff issued a Request for Proposals (RFP) for Technical Assistance Consulting Services on February 28, 2020 and on April 27, 2020, received eight (8) proposals; and WHEREAS, staff recommends WSP undertake the project based on their interview, qualifications, project understanding, experience with local government, expertise, and ability to manage the project independently; and WHEREAS, staff recommends awarding a consulting services agreement to WSP of San Francisco, California City of South San Francisco Page 1 of 2 Printed on 8/27/2020 powered by LegistarTM File #: 20-516 Agenda Date: 8/26/2020 Version: 1 Item #: 16a. for Public -Private Partnership Advisory Services for Phase 1 for the new Downtown Parking Garage Project in an amount not to exceed $366,325; and WHEREAS, staff recommends authorizing the City Manager to proceed with Phase 2 of the project; and WHEREAS, funding for the new Downtown Parking Garage project is included in the City of South San Francisco Capital Improvements Program ("CIP") and should the City Council elect to complete Phase 2, the City Manager will have the authority to approve additional funding to complete Phase 2. 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 for the new Downtown Garage, attached hereto and incorporated herein as Exhibit A, to WSP of San Francisco, California, in an amount not to exceed $366,325. BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco authorizes the Finance Department to establish the Project Budget consistent with the information contained in the staff report. BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco hereby authorizes the City Manager to execute the consulting services agreement in substantially the same form as Exhibit A on behalf of the City upon timely submission of WSP's signed contract and all other required documents, subject to approval as to form by the City Attorney. City of South San Francisco Page 2 of 2 Printed on 8/27/2020 powered by LegistarTM EXHIBIT A TO RESOLUTION CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND WSP USA THIS AGREEMENT for consulting services is made by and between the City of South San Francisco ("City") and WSP USA ("Consultant") (together sometimes referred to as the "Parties") as of August 26, 2020 (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 December 31, 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 $366,325 (Three Hundred Sixty Six Thousand, Three Hundred and Twenty Five Dollars), 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 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 Consulting Services Agreement between [Rev:11.14.2016] August 26, 2020 City of South San Francisco and WSP USA Page 1 of 16 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] August 26, 2020 City of South San Francisco and WSP USA Page 2 of 16 2.3 Final Payment. City shall pay the last ten percent (10%) of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto and incorporated herein as Exhibit B. 2.6 Reimbursable Expenses. The following constitute reimbursable expenses authorized by this Agreement . Reimbursable expenses shall not exceed $ Expenses not listed above are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under Section 2 of this Agreement that shall not be exceeded. 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 this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. Consulting Services Agreement between [Rev:11.14.2016] August 26, 2020 City of South San Francisco and WSP USA 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 diem wages. The difference between the prevailing rate of per diem 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 diem 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 diem 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] August 26, 2020 City of South San Francisco and WSP USA 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] August 26, 2020 City of South San Francisco and WSP USA Page 5 of 16 activities contemplated under this Agreement, including the use of owned and non - owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 or GL 0002 (most recent editions) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9. No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: The insurance shall cover on an occurrence or an accident basis, and not on a claims -made basis. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. 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: 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] August 26, 2020 City of South San Francisco and WSP USA Page 6 of 16 expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. 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 Coveraae. 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; primary insurance. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant in the course of providing services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, 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] August 26, 2020 City of South San Francisco and WSP USA 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] August 26, 2020 City of South San Francisco and WSP USA 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 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and Consulting Services Agreement between [Rev:11.14.2016] August 26, 2020 City of South San Francisco and WSP USA 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] August 26, 2020 City of South San Francisco and WSP USA 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 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not 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] August 26, 2020 City of South San Francisco and WSP USA 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] August 26, 2020 City of South San Francisco and WSP USA 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 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. Consulting Services Agreement between [Rev: 11. 14.2016] August 26, 2020 City of South San Francisco and WSP USA 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 ("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] August 26, 2020 City of South San Francisco and WSP USA Page 14 of 16 City: 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] August 26, 2020 City of South San Francisco and WSP USA Page 15 of 16 CITY OF SOUTH SAN FRANCISCO City Manager Attest: City Clerk Approved as to Form: City Attorney 2729962.1 NAME: Consultants I111111114:1I Consulting Services Agreement between [Rev: 11.14.2016] August 26, 2020 City of South San Francisco and WSP USA Page 16 of 16 EXHIBIT A SCOPE OF SERVICES EXHIBIT B COMPENSATION SCHEDULE EXHIBIT C INSURANCE CERTIFICATES [OPTIONAL] EXHIBIT D FORM 590