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HomeMy WebLinkAboutReso 88-2021 (21-240)City of South San Francisco P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA City Council ' Resolution: RES 88-2021 File Number: 21-240 Enactment Number: RES 88-2021 RESOLUTION APPROVING A REIMBURSEMENT AGREEMENT WITH GENENTECH, INC. FOR COST ASSOCIATED WITH THE CONSTRUCTION OF OFF-SITE IMPROVEMENTS ALONG EAST GRAND AVENUE BETWEEN ALLERTON AVENUE AND DNA WAY. WHEREAS, the off-site improvements along East Grand Avenue between Allerton Avenue and DNA Way are identified in the City's Traffic Study for the East of 101 Area and Genentech Master Plan Update Master Environmental Impact Report; and WHEREAS, the off-site improvements along East Grand Avenue between Allerton Avenue and DNA Way include, but are not limited to, installation of traffic signals at the East Grand Avenue/Allerton Avenue and East Grand Avenue/DNA Way intersections, high -visibility crosswalks, ADA curb ramps, median refuge islands, dedicated bike lanes and medians improvements; and WHEREAS, Genentech agrees to construct the off-site improvements along East Grand Avenue between Allerton Avenue and DNA Way, so long as Genentech is reimbursed for the work through a reimbursement of such paid fees in exchange for the construction of the improvements; and WHEREAS, the City and Genentech have negotiated a Reimbursement Agreement to accomplish the proposal and construction, and an independent third party reviewed the proposed construction costs and found the amounts to be within the acceptable range for a project of this type; and WHEREAS, $3,500,000 from the East of 101 Traffic Impact Fee Fund was appropriated for the project and approved by Council as part of the FY20-21 Capital Improvement Program project no. TR2102; and WHEREAS, additional funding required to complete TR2102 will be appropriated from the East of 101 Traffic Impact Fee Fund and included in the FY 21-22 Capital Improvement Program; and WHEREAS, staff recommends that the City Council approve a Reimbursement Agreement with Genentech to accomplish the foregoing. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of South San Francisco does hereby: 1. Approve the Reimbursement Agreement with Genentech, Inc. for the completion of off-site improvements along East Grand Avenue between Allerton Avenue and DNA Way in an amount not to exceed $3,591,963, including a ten percent (10%) contingency of $295, 793, attached hereto as Exhibit A and incorporated herein; and City of South San Francisco Page 1 File Number: 21-240 Enactment Number: RES 88-2021 2. Authorize the City Manager, or his designee, to execute the Reimbursement Agreement in substantially the same form as Exhibit A, and to execute any related documents, subject to review and approval as to form by the City Attorney; and 3. Authorize the City Manager to take any other related actions necessary to carry out the intent of this Resolution or accompanying staff report. At a meeting of the City Council on 5/12/2021, a motion was made by Vice Mayor Nagales, seconded by Councilmember Nicolas, that this Resolution be approved. The motion passed. Yes: 5 Mayor Addiego, Vice Mayor Nagales, Councilmember Nicolas, Councilmember Coleman, and Councilmember Flores Attest by Rosa Gov Acost , City Clerk City of South San Francisco Page 2 Page 1 of 6 AGREEMENT FOR CONSTRUCTION AND REIMBURSEMENT FOR CONSTRUCTING OFF-SITE IMPROVEMENTS This Agreement for Construction and Reimbursement for Constructing Off-Site Improvements (“Agreement”) is entered into by and between the City of South San Francisco, a municipal corporation organized under the laws of the State of California (the "City"), and Genentech, Inc., a Delaware corporation ("Genentech"), this _____ day of ___________, 202 1 (“Effective Date”), with reference to the facts set forth in the Recitals below. RECITALS A.Genentech is currently undertaking a project to construct a new manufacturing facility in the Genentech Campus (Building B-50) at 680 Forbes Boulevard, South San Francisco. B.The Project is located in the Genentech Master Plan (GMP) Zoning District and a part of the improvements envisioned by the Genentech Facilities Ten-Year Master Plan (“Master Plan”), the 2007 Genentech Corporate Facilities R&D Overlay District Expansion and Genentech Master Plan Update Master Environmental Impact Report (“2007 MEIR”), the 2012 Supplemental EIR to the 2007 MEIR, (“2012 SMEIR”), and the 2019 B-50 Addendum to the 2012 SMEIR. The 2007 MEIR and the 2012 SMEIR, collectively referred to hereinafter as the “Master Plan EIRs”, include certain mitigation measures outlined in a Mitigation Monitoring and Reporting Program (“MMRP”). C.Specifically, Mitigation Measure TR-2 under the Master Plan EIRs relating to transportation impacts provide that the Master Plan and the projects envisioned thereunder would increase total traffic volumes by more than two percent passing through the East Grand Avenue/Allerton Avenue and the East Grand Avenue/DNA Way int ersections in South San Francisco, and such impact would be mitigated through the installation of traffic signals as a part of the City’s East of 101 Transportation Improvement Program. As the Project would generate impacts to the East of 101 area, it would be required to pay an East of 101 Traffic Impact Fee contributing to said program, and a portion of that contribution would be used to fund the traffic signal installation. D.Similarly, the Project’s conditions of approval, as imposed by the South San Francisco Planning Commission on November 7, 2019 in connection with the Project’s use permit and design review entitlements, require: (1) compliance with all applicable mitigation measures outlined in the MMRP; and (2) payment of applicable East of 101 Traffic Impact Fees prior to issuance of a building permit. E.Consistent with the MMRP and its obligation to contribute to the mitigation of traffic impacts to the East of 101 area pursuant to the Project’s conditions of approval, Genentech now desires to construct the traffic signals serving the intersections at Allerton Avenue and East Grand Avenue, and DNA Way and East Grand Avenue , the location and the plans and specifications of which are described more particularly in Exhibit A (the "Off-Site Improvements"). EXHIBIT A Page 2 of 6 F. Genentech agrees to construct the Off-Site Improvements so long as Genentech is reimbursed for the work either through a credit of unpaid East of 101 Traffic Impact Fee, a refund of such paid fees and/or a payment from the City’s Traffic Impact Fee Fund in exchange for the construction of the mitigation measure (“Reimbursement”). G. The City is agreeable to Genentech constructing the proposed Off-Site Improvements, subject to Genentech submittal of plans and cost estimates and approval by the City thereof, and Reimbursement to Genentech following completion by Genentech and acceptance by City of the improvements, subject to the terms set forth herein. NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows: AGREEMENT 1. Construction and Reimbursement for Off-Site Improvements. The City approves Genentech's proposed construction of the Off-Site Improvements and agrees to Reimburse Genentech as follows: a) As authorized by this Agreement, Genentech agrees to submit plans and specifications prior to construction of the Off-Site Improvements for approval by the City Engineer including approval for design. Genentech agrees to construct the Off -Site Improvements in accordance with the plans and specifications that have been approved by the City and complete the Off-Site Improvements within (18) eighteen months of approval of this Agreement . Upon completion of construction by Genentech, the City shall have the right to inspect and accept the Off-Site Improvements for compliance with the approved plans and specifications , which acceptance shall not be unreasonably withheld, as a condition of Reimbursement. b) City agrees to issue a Reimbursement to Genentech, within thirty (30) days of the City's receipt of substantiating documentation from Genentech and reasonable approval by the City of the completion thereof, the actual reasonable cost of completing the Off-Site Improvements based on the cost estimates previously approved by the City (the “Reimbursement Amount”). The Reimbursement Amount is estimated to be approximately $3,591,963. Summary of the costs are shown on the table below: Design Cost $338,240 Construction Cost $2,957,930 Construction Contingency (10%) $295,793 Reimbursement Amount $3,591,963 c) If City property is destroyed or damaged by reasons of Genentech’s construction of the Off-Site Improvements as authorized by this Agreement, Genentech shall repair, replace, or pay for the repair or replacement, of such destroyed or damaged Page 3 of 6 property at its sole cost and expense. 2. Hold Harmless and Indemnification. To the fullest extent permitted by law, Genentech agrees to indemnify, defend (with counsel reasonably acceptable to the City), and hold harmless the City of South San Francisco and its elected and appointed officers, employees, agents, contractors and consultants (collectively, the “City Indemnitees”) from and against any and all third party liability, loss, damage, claims, expenses and costs (including, without limitation, attorneys’ fees and costs of litigation) (collectively, “Liability”) of every nature to the extent arising out of or in connection with the activities performed by or on behalf of Genentech as authorized by this Agreement, except such Liability caused by the negligence or willful misconduct of the City Indemnitees. 3. No Relief of Other Obligations . This Agreement does not relieve Genentech from complying with all generally applicable laws and regulations in the performance of this Agreement and constructing the improvements. 4. Insurance . Genentech shall maintain, or ensure that its contractors or subcontractors maintain, during the life of this Agreement the following policies of insurance: a) Worker’s Compensation and Employers’ Liability Insurance in the statutory coverage. b) Commercial General Liability Insurance: In an amount not less than ONE MILLION DOLLARS ($1,000,000) for injuries including, but not limited to, death to any one person and subject to the same limit for each person; in an amount not less than TWO MILLION DOLLARS ($2,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage. c) Automobile Liability (Code 1) Insurance: In an amount not less than ONE MILLION DOLLARS ($1,000,000) combined single limit per accident for bodily injury and property damage. d) It is agreed that the insurance required hereunder shall be in an aggregate amount of not less than Two Million Dollars ($2,000,000) and shall be extended to include as additional insureds the City of South San Francisco, its officials , employees and agents, with respect to operations performed by Genentech as described herein. Evidence of the insurance described above shall be provided to City upon execution of this Agreement. 5. Default. In the event of default by Genentech hereunder, the costs and expenses of City for which Genentech shall be liable shall include but not be limited to the City’s costs of suit and reasonable attorney’s fees. 6. Independent Contractor. Genentech is an independent contractor and nothing contained in this Agreement shall be construed as creating an employer/employee or principal/agent relationship between City and Genentech. Page 4 of 6 7. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue to be in full force and effect. 8. Term. This Agreement is effective upon execution unless otherwise modified in writing by mutual agreement of the parties. 9. Execution in 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. Entire Agreement . This Agreement represents the entire and integrated agreement between the parties. This Agreement may be modified or amended only by a subsequent written agreement signed by both p arties. 11. Knowing and Voluntary Execution. Both parties to this Agreement have had the opportunity to be advised by and to have this Agreement reviewed by legal counsel of their choosing. [SIGNATURE PAGE FOLLOWS] Page 5 of 6 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date written above. CITY OF SOUTH SAN FRANCISCO By: __________________________ Mike Futrell, City Manager Attest: __________________________ City Clerk Approved as to form: __________________________ City Attorney GENENTECH, INC., a Delaware corporation By: _______________________ Name: ________________________ Title: _________________________ Page 6 of 6 Exhibit A (Description of Off-Site Improvements and Plans and Specifications) The off -site improvements along East Grand Avenue between Allerton Avenue and DNA Way include installation of traffic signals at both the East Grand Avenue/Allerton Avenue and East Grand Avenue/DNA Way intersections, which was recommended in the City’s Traffic Study of the East of 101 Area. The signals will improve the traffic circulation and congestion in this corridor. Other off-site improvements include complete streets improvements for pedestrians and bicyclists such as high-visibility crosswalks, ADA curb ramps, median refuge islands and dedicated bike lanes as well as medians improvements. [Plans and Specifications to be attached]