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2021-04-28 e-packet@6:00
Wednesday, April 28, 2021 6:00 PM City of South San Francisco P.O. Box 711 South San Francisco, CA TELECONFERENCE MEETING City Council Regular Meeting Agenda April 28, 2021City Council Regular Meeting Agenda TELECONFERENCE MEETING NOTICE THIS MEETING WILL BE CONDUCTED PURSUANT TO THE PROVISIONS OF THE GOVERNOR’S EXECUTIVE ORDERS N-29-20 AND N-63-20 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 Coleman, Flores and Nicolas, Vice Mayor Nagales and Mayor Addiego and essential City staff will participate via Teleconference. 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 ZOOM LINK BELOW -NO REGISTRATION REQUIRED Join Zoom meeting https://ssf-net.zoom.us/j/84478755206 (Enter your email and name) Join by One Tap Mobile : US: +16699006833,,84478755206# or +12532158782,,84478755206# Join by Telephone: Dial (for higher quality, dial a number based on your current location): US: +1 346 248 7799 or +1 669 900 6833 or 833 548 0276 (Toll Free) Webinar ID: 844 7875 5206 Page 2 City of South San Francisco Printed on 7/14/2021 April 28, 2021City Council Regular Meeting Agenda American Disability Act: The City Clerk will provide materials in appropriate alternative formats to comply with the Americans with Disabilities Act. Please send a written request to City Clerk Rosa Govea Acosta at 400 Grand Avenue, South San Francisco, CA 94080, or email at all-cc@ssf.net. Include your name, address, phone number, a brief description of the requested materials, and preferred alternative format service at least 72-hours before the meeting. Accommodations: Individuals who require special assistance of a disability-related modification or accommodation to participate in the meeting, including Interpretation Services, should contact the Office of the City Clerk by email at all-cc@ssf.net, 72-hours before the meeting. Notification in advance of the meeting will enable the City of South San Francisco to make reasonable arrangements to ensure accessibility to the meeting. PEOPLE OF SOUTH SAN FRANCISCO The City Council's regular meetings are held on the second and fourth Wednesday of each month at 6:00 p.m. MARK ADDIEGO, Mayor (At-Large) MARK NAGALES, Vice Mayor (District 2) BUENAFLOR NICOLAS, Councilmember (At-Large) JAMES COLEMAN, Councilmember (District 4) EDDIE FLORES, Councilmember (At-Large) 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. Page 3 City of South San Francisco Printed on 7/14/2021 April 28, 2021City Council Regular Meeting Agenda CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE AGENDA REVIEW ANNOUNCEMENTS FROM STAFF PRESENTATIONS Proclamation recognizing May as Mental Health Awareness Month. (Mark Addiego, Mayor) 1. Proclamation recognizing May as Older Americans Month. (Mark Addiego, Mayor)2. PUBLIC COMMENTS HOW TO SUBMIT WRITTEN PUBLIC COMMENT BEFORE THE MEETING Members of the public are encouraged to submit public comments in writing in advance of the meeting via the eComment tab by 4:00 p.m. on the meeting date. Use the eComment tab located on the City Council meeting's agenda page. eComments are also directly sent to the iLegislate application used by City Council and staff. Comments received by the deadline will be read into the record by the City Clerk or designee. Comments received after the deadline will be included as part of the meeting record but will not be read aloud during the meeting. Approximately 300 words total can be read in three minutes. Page 4 City of South San Francisco Printed on 7/14/2021 April 28, 2021City Council Regular Meeting Agenda HOW TO PROVIDE PUBLIC COMMENT DURING THE MEETING Members of the public who wish to provide comment during the meeting may do so by using the “Raise Hand” feature: • To raise your hand on a PC or Mac desktop/laptop, click the button labeled "Raise Hand” at the bottom of the window on the right side of the screen. Lower your hand by clicking the same button, now labeled “Lower Hand.” • To raise your hand on a mobile device, tap “Raise Hand” at the bottom left corner of the screen. The hand icon will turn blue, and the text below it will switch to say "Lower Hand" while your hand is raised. To lower your hand, click on “Lower Hand.” • To raise your hand when participating by telephone, press *9. • To toggle mute/unmute, press *6. Once your hand is raised, please wait to be acknowledged by the City Clerk, or designee, who will call on speakers. When called upon, speakers will be unmuted. After the allotted time, speakers will be placed on mute. COUNCIL COMMENTS/REQUESTS CONSENT CALENDAR Motion to approve the Minutes for the meetings of March 10, 2021 and March 18, 2021. 3. Report regarding a motion to accept the construction improvements of the OBAG 2: Street Rehabilitation Project (st1903) as complete in accordance with plans and specifications (Total Construction Cost $1,163,723.92) (Angel Torres, Senior Civil Engineer). 4. Report regarding a motion to accept the construction improvements of the Gardiner Park Renovation project (Project No. pk1806) as complete in accordance with plans and specifications (Total Construction Cost $677,345.15) (Philip Vitale, Deputy Director of Capital Projects) 5. Report regarding a resolution approving an Outside Sewer Service Agreement with the owners of 296 Country Club Drive (APN 013-123-010), and authorizing the City Manager to execute the agreement for recordation. (Jason Hallare, Senior Civil Engineer) 6. Resolution approving an Outside Sewer Service Agreement with the property owners of 296 Country Club Drive (APN 013-123-010), and authorizing the City Manager to execute the agreement for recordation. 6a. Page 5 City of South San Francisco Printed on 7/14/2021 April 28, 2021City Council Regular Meeting Agenda Report regarding a resolution authorizing the acceptance of $11,600 in federal Library Services and Technology Act funding via the California State Library to support Virtual STEAM programming at the Library and approving Budget Amendment 21.048. (Adam Elsholz, Assistant Library Director) 7. Resolution authorizing the acceptance of $11,600 in federal Library Services and Technology Act grant funding via the California State Library to support Virtual STEAM programming at the Library and approving Budget Amendment 21.048. 7a. Report regarding adoption of a resolution demonstrating compliance with the Surplus Land Act (Tony Rozzi, Chief Planner) 8. Resolution of the City Council of the City of South San Francisco Affirming Compliance with the Surplus Land Act 8a. Report regarding a resolution determining the continued existence of an emergency and the need to continue emergency repairs in response to the Sign Hill Diamond Fire. (Greg Mediati, Deputy Director of Parks and Recreation) 9. Resolution determining the continued existence of an emergency and authorizing procurement for emergency remediation work relating to fire damage on Sign Hill in South San Francisco. 9a. Report regarding a resolution authorizing the acceptance of $20,000 from the Broadcom Foundation, via the South San Francisco Friends of the Library, to support STEM programming through the Bay Area STEM Ecosystem and accepting Budget Amendment 21.049. (Valerie Sommer, Library Director) 10. Resolution authorizing the acceptance of $20,000 from the Broadcom Foundation, via the South San Francisco Friends of the Library, to support STEM programming in South San Francisco through the Bay Area STEM Ecosystem and accepting Budget Amendment 21.049. 10a. Report regarding a resolution accepting the temporary transfer of a Type VI fire engine and equipment valued in the amount of $257,425 from the California Office of Emergency Services (Cal OES); and authorizing the City Manager to enter into an agreement with Cal OES on behalf of the City of South San Francisco. (Jess Magallanes, Fire Chief) 11. Resolution accepting the temporary transfer of a Type VI fire engine and equipment valued in the amount of $257,425 from the California Office of Emergency Services (Cal OES); and authorizing the City Manager to enter into an agreement with Cal OES on behalf of the City of South San Francisco. 11a. Page 6 City of South San Francisco Printed on 7/14/2021 April 28, 2021City Council Regular Meeting Agenda Report regarding approval of the Third Amendment to an Exclusive Negotiating Rights Agreement with Ensemble Investments, LLC for a proposed hotel development at Oyster Point. (Ernesto Lucero, Economic Development Coordinator) 12. Resolution approving the Third Amendment to the Exclusive Negotiating Rights Agreement between Ensemble Investments, LLC and the City for a proposed hotel development at Oyster Point. 12a. Report regarding adoption of resolutions approving three agreements in connection with the Kilroy Oyster Point project and the related Community Facilities District (Sky Woodruff, City Attorney and Christina Fernandez, Assistant to the City Manager) 13. Resolution of the City Council of the City of South San Francisco as Legislative Body for the City of South San Francisco Community Facilities District No. 2021-01 (Public Facilities and Services), City of South San Francisco, County of San Mateo, State of California, Approving an Acquisition, Construction and Funding Agreement and Directing the Recording of a Notice of Cessation with Respect to City of South San Francisco Community Facilities District No. 2017-01 (Public Services and Facilities) 13a. Resolution approving the First Amendment to the Development Agreement between the City of South San Francisco and KR Oyster Point Developer, LLC. 13b. Resolution approving the First Amendment to the Consent, Assignment and Assumption Agreement between the City of South San Francisco and KR Oyster Point Developer, LLC. 13c. PUBLIC HEARING Report regarding a Public Hearing on the Fiscal Year 2021-2022 (FY 21-22) Annual Action Plan (Action Plan) for the City’s Community Development Block Grant (CDBG) Program and a Resolution approving the Fiscal Year 2021-2022 (FY 21-22) Annual Action Plan (Action Plan) for the City of South San Francisco’s Community Development Block Grant (CDBG) program; authorizing submittal of the Action Plan and all other required documents to the U.S. Department of Housing and Urban Development (HUD); authorizing the City Manager to execute all documents and certifications necessary to secure and award CDBG and HOME administrative funds for the City; authorizing receipt of CDBG and HOME administrative funds and authorizing the appropriation as part of the FY 21-22 budget 14. Page 7 City of South San Francisco Printed on 7/14/2021 April 28, 2021City Council Regular Meeting Agenda Resolution approving the Fiscal Year 2021-2022 (FY 21-22) Annual Action Plan (Action Plan) for the City of South San Francisco’s Community Development Block Grant (CDBG) program; authorizing submittal of the Action Plan and all other required documents to the U.S. Department of Housing and Urban Development (HUD); authorizing the City Manager to execute all documents and certifications necessary to secure and award CDBG and HOME administrative funds for the City; authorizing receipt of CDBG and HOME administrative funds and authorizing the appropriation as part of the FY 21-22 budget 14a. ADMINISTRATIVE BUSINESS Report regarding approval of the program design and eligibility criteria for South San Francisco’s Accessory Dwelling Unit (ADU) Program in partnership with Hello Housing. (Gaspare Annibale, Associate Planner) 15. Report regarding a resolution approving a lease agreement for the use of 366 Grand Avenue for the purposes of implementing an Economic Mobility Resource Hub in South San Francisco. (Ernesto Lucero, Economic Development Coordinator and Alex Greenwood, Director of Economic and Community Development Department). 16. Resolution authorizing the City Manager to execute a lease agreement for the commercial space located at 366 Grand Avenue in South San Francisco for the purposes of implementing a physical location for an Economic Mobility Resource Hub. 16a. Report regarding a Resolution of Intention and Introduction of an Ordinance amending the contract between the Board of Administration, California Public Employees’ Retirement System and the City of South San Francisco to implement the ability for Classic Local Miscellaneous members in the Executive Management Unit to pay a portion of the employer share of their CalPERS pension costs. (Leah Lockhart, Human Resources Director) 17. Resolution of Intention to approve an Amendment to Contract between the Board of Administration California Public Employees’ Retirement System and the City Council City of South San Francisco. 17a. Ordinance approving an amendment to the contract between the Board of Administration California Public Employees’ Retirement System and the City Council of the City of South San Francisco. 17b. ITEMS FROM COUNCIL – COMMITTEE REPORTS AND ANNOUNCEMENTS Page 8 City of South San Francisco Printed on 7/14/2021 April 28, 2021City Council Regular Meeting Agenda CLOSED SESSION Conference with Labor Negotiators (Pursuant to Government Code Section 54957.6) Agency designated representatives: Leah Lockhart, Human Resources Director, Donna Williamson, Liebert Cassidy Whitmore Employee organization: AFSCME, Local 829; Confidential Unit - Teamsters Local 856; Mid-management Unit - Teamsters Local 856; and International Union of Operating Engineers, Local 39 18. Conference with Labor Negotiators (Pursuant to Government Code Section 54957.6) Agency designated representative: Sky Woodruff, City Attorney Unrepresented employee: Mike Futrell, City Manager 19. Public Employee Performance Evaluation (Pursuant to Government Code Section 54957) Title: City Manager 20. ADJOURNMENT Page 9 City of South San Francisco Printed on 7/14/2021 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-204 Agenda Date:4/28/2021 Version:1 Item #:1. Proclamation recognizing May as Mental Health Awareness Month.(Mark Addiego, Mayor) City of South San Francisco Printed on 4/23/2021Page 1 of 1 powered by Legistar™ Dated: April 28, 2021 RECOGNITION OF MAY AS MENTAL HEALTH AWARENESS MONTH April 28, 2021 WHEREAS, now more than ever, we need to find ways to stay connected with our community. No one should feel alone or without the information, help, and support they need; and WHEREAS, all Americans face challenges in life that can impact their mental health, as well as their overall health, especially during a pandemic; and WHEREAS, nearly one in five U.S. adults live with mental illness (51.5 million in 2019). Mental illnesses include many different conditions that vary in degree of severity, ranging from mild to moderate to severe; and WHEREAS, youth mental health is worsening. 9.7 percent of youth in the U.S. have severe major depression; and WHEREAS, even before Covid-19, the prevalence of mental illness among adults was increasing. In 2017-2018, 19 percent of adults experienced a mental illness, an increase of 1.5 million people over the last year; and WHEREAS, together, we can realize our shared vision of a nation where anyone affected by mental illness can get the appropriate support and quality of care to live healthy, fulfilling lives – a nation where no one feels alone in their struggle; and WHEREAS, with effective treatment, those individuals with mental health conditions can recover and lead full, productive lives; and WHEREAS, each business, school, government agency, health care provider, organization and citizen share the burden of mental health problems and has a responsibility to promote mental wellness and support prevention and treatment efforts; and WHEREAS, South San Francisco joins the state and nation in raising awareness of mental health issues, education, and services. Sharing personal knowledge and experience of what living with mental illness means can reduce the barriers and stigma associated with individuals seeking mental health treatment to live a longer, healthier life. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of South San Francisco does hereby proclaim May 2021 as Mental Health Awareness Month. Let us strive to ensure people living with mental health conditions know that they are not alone, that hope exists, and that the possibility of healing and thriving is real. ________________________________ Mark Addiego, Mayor ________________________________ Mark Nagales, Vice Mayor ________________________________ Buenaflor Nicolas, Councilmember ________________________________ James Coleman, Councilmember ________________________________ Eddie Flores, Councilmember City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-248 Agenda Date:4/28/2021 Version:1 Item #:2. Proclamation recognizing May as Older Americans Month.(Mark Addiego, Mayor) City of South San Francisco Printed on 4/23/2021Page 1 of 1 powered by Legistar™ Dated: April 28, 2021 RECOGNITION OF MAY AS OLDER AMERICANS MONTH April 28, 2021 WHEREAS, the City of South San Francisco includes a growing number of older Americans who have built resilience and strength over their lives through successes and difficulties; and WHEREAS, South San Francisco benefits when people of all ages, abilities, and backgrounds are included and encouraged to share their successes and stories of resilience; and WHEREAS, South San Francisco recognizes our need to nurture ourselves, reinforce our strength, and continue to thrive in times of both joy and difficulty; and WHEREAS, South San Francisco can foster communities of strength by: creating opportunities to share stories and learn from each other; engaging older adults through education, recreation, and service; and encouraging people of all ages to celebrate connections and resilience; and WHEREAS, prior to the COVID-19 pandemic, the South San Francisco Parks and Recreation Department’s Senior Services Program served over 500 visitors per month through the senior programs offered at Magnolia Center, and served an average of 30 clients in the Adult Day Care Program per day; and WHEREAS, the Senior Services Program has continued to play an essential role in serving older adults throughout the COVID-19 pandemic by: serving as a central resource and referral hub for older adults; delivering over 6,000 boxes of free food through the Magnolia Senior Food Box Program in partnership with Rocko’s Produce, and supporting the delivery of food boxes from Second Harvest Food Bank to South San Francisco seniors and surrounding communities; making weekly wellness calls to program participants and Adult Day Care clients; delivering activity packets; mailing free copies of the Senior Connections newsletter on a monthly basis to a mailing list of over 500 subscribers; and partnering with the AARP Tax-Aide Program to provide free tax assistance to 400 older adults. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of South San Francisco do hereby proclaim May 2021 to be Older Americans Month. We urge every resident to recognize older adults and the people who support them as essential contributors to the strength of our community. ________________________________ Mark Addiego, Mayor ________________________________ Mark Nagales, Vice Mayor ________________________________ Buenaflor Nicolas, Councilmember ________________________________ James Coleman, Councilmember ________________________________ Eddie Flores, Councilmember City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-329 Agenda Date:4/28/2021 Version:1 Item #:3. Motion to approve the Minutes for the meetings of March 10, 2021 and March 18, 2021. City of South San Francisco Printed on 5/13/2021Page 1 of 1 powered by Legistar™ CALL TO ORDER Mayor Addiego called the meeting to order at 7:00 p.m. ROLL CALL Present: Councilmembers Coleman, Flores and Nicolas, Vice Mayor Nagales, and Mayor Addiego AGENDA REVIEW No Changes ANNOUNCEMENTS FROM STAFF City Manager Futrell invited the community to participate in the General Plan and visit www.ssf.net for a list of upcoming meeting dates. PRESENTATIONS 1. Proclamation Denouncing Anti-Asian Racism. (Mark Addiego, Mayor) Councilmember Nicolas read into the record a proclamation denouncing Anti-Asian Racism in South San Francisco. She expressed her condolences to the families affected by recent violent acts of racism. 2. Presentation on Senate Bill 9 (Niccolo De Luca, Senior Director, Townsend Public Affairs) Niccolo De Luca, Senior Director of Townsend, presented the report and provided an overview of Senate Bill 9 (SB 9). Vice Mayor Nagales requested clarification of SB 9 and possible impacts on the community. Senior Director De Luca provided an overview of the timeline, and Chief Planner Rozzi provided an overview of the City's General Plan. Mayor Addiego expressed his concern about the proposed legislation and expressed his desire to postpone the discussion and schedule a future meeting to discuss opposition to the bill. Councilmember Flores requested clarification on compliance. Senior Director De Luca provided clarification and noted exemptions to the bill. MINUTES REGULAR MEETING CITY COUNCIL CITY OF SOUTH SAN FRANCISCO WEDNESDAY, MARCH 10, 2021 7:00 p.m. Teleconference via Zoom City Council conducted this meeting in accordance with California Governor Newsom’s Executive Orders N-29-20 and N-63-20 and COVID-19 pandemic protocols. REGULAR CITY COUNCIL MEETING MARCH 10, 2021 MINUTES PAGE 2 Councilmember Coleman requested clarification on the neighborhoods the SB 9 would impact. Chief Planner Rozzi clarified the exemptions and indicated that the bill would have a citywide impact. He clarified the misinformation about the housing discussion and indicated that the item was a staff initiative approved by the City Manager. He shared his reasoning with his vote to support staff to further explore housing due to the General Plan update. He requested that the Council consider additional tenant support, including rent-to-own programs. Mayor Addiego acknowledged his request and expressed his concern about the miscommunication. He asked all Council members to send an email for all future items to be placed on the agenda. Vice Mayor Nagales discussed the 21 Elements collaborative planning project would accomplish the items that the Council previously discussed. Chief Planner Rozzi provided an overview of the study and indicated that the City would benefit at no cost. Staff will bring the report to Council in July 2021. Vice Mayor Nagales suggested taking a step back and waiting for the County data and pending outcome of SB 9. Economic and Community Development Director Greenwood provided an overview of the 21 Elements project and indicated that the City contributes approximately $5,200 a year to the collaborative regional project. City Manager Futrell acknowledged the Council's request to pause the City's effort to continue research pending the 21 Elements report and SB9. City Attorney Woodruff noted the Council's authority to remove an item from the agenda. At the request of City Attorney Woodruff, there was a consensus of the Council to remove Administrative Business Item No. 10 from further discussion. Mayor Addiego clarified the process of public participation and thanked the community for their involvement, and acknowledged receipt of the public comments. Councilmember Flores expressed his concern with the miscommunication of the housing item and requested clarification from City Manager Futrell. He noted that his vote to continue with housing research was intended to support staff with additional options and preserve the community's best interest. Mayor Addiego pointed out that these types of miscommunications do not occur often. He would work with City Manager Futrell to ensure these types of oversights do not occur. City Manager Futrell provided an overview of staff's efforts in developing the General Plan and clarified that city staff would never decide to move an item without the Council's support. 11. Report regarding authorizing the Mayor to send a letter in support of Senate Bill 260. (Christina Fernandez, Assistant to the City Manager and Niccolo De Luca, Townsend Public Affairs) Mayor Addiego thanked Councilmember Coleman for bringing this item forward for Council discussion. Senior Director De Lucca provided a summary of SB 260 as introduced by Scott Wiener and noted that additional amendments were pending. REGULAR CITY COUNCIL MEETING MARCH 10, 2021 MINUTES PAGE 3 The City Clerk’s Office received three public comments via eComment. Assistant City Clerk Avila read them into the record. The comments were disseminated to the City Council and posted to the City’s website. Councilmember Coleman expressed his support of SB 260 and noted the need to address Climate Change globally. Vice Mayor Nagales inquired about the amendments to SB 260 and expressed his concern with the Council taking a position on a bill that is pending amendments. He discussed the City Council's policy to express a position on legislative matters. There was a consensus of the Council to postpone action at this time pending the bill's outcome. Mayor Addiego suggested reaching out to potentially affected parties, excluding Genentech, such as Amgen and Merck, and solicit their point of view. City Manager Futrell noted the request and indicated that staff would continue to work with Senior Director De Luca of Townsend Public Affairs. PUBLIC COMMENTS Members of the public were encouraged to submit public comments in writing in advance of the meeting via eComment by 5:00 p.m. on the day of the meeting. The following individuals addressed the City Council to provide public comment: • Eddy Holman • Liliana Rivera • Chris Woodrich • Victoria Rodriguez • Matt Janiga • Kelly Traver • Karen Pandula • Mike Dunham • Lori Droste • Catrina Ellis • Evan Farrar • John Baker • Michael Estrada • Javi E • Piera • Russell Lee • Valeria Rodriguez • Marcela Due to the number of speakers, there was a consensus of the Council to reduce speaker time to 2 minutes. • Gloria Araquistain • Denton Murphy REGULAR CITY COUNCIL MEETING MARCH 10, 2021 MINUTES PAGE 4 • Olga Perez • Erin Chazer • Alex Melendrez • Sarah Funes • Aaron Eckhouse • Nick Gonzalez • Russ Lee • Analee Estrada • Nicholas W. • Nathan Chan • Finny Balboa • Samantha Avila Gomez • Ethan Mizzi • Denni Harp • JulieAnn Murphy • Kueller B • Jordan Grimes • Ray Larios • CR • Aristel de la Cruz • Aaron Adriano • Mads Meeting recessed: 9:30 p.m. Meeting resumed: 9:40 p.m. City Manager Futrell indicated that Administrative Business Item No. 13 would be postponed to the March 24, 2021 Council meeting. COUNCIL COMMENTS/REQUESTS Vice Mayor Nagales requested staff to review the roadwork at Westborough Boulevard. He informed Council and the community of his appointment to the San Mateo County Transportation Authority. Councilmember Nicolas thanked the city’s volunteers for their work and requested to adjourn the meeting in memory of Manny Berena. Councilmember Flores thanked Meals on Wheels Executive Director Peter Olson for helping elderly residents of the community. He requested information via a Thursday memo on the number of parking citations issued for vehicles exceeding time restrictions due to street sweeping, including revenue. Councilmember Coleman requested review of traffic concerns near the intersection on Avalon Drive and Interstate 280. Mayor Addiego requested to adjourn the meeting in memory of South San Francisco resident, Karen McEvoy. REGULAR CITY COUNCIL MEETING MARCH 10, 2021 MINUTES PAGE 5 CONSENT CALENDAR The City Clerk duly read the Consent Calendar, after which Council voted and engaged in discussion of specific item as follows: Item 4 was pulled by Councilmember Nicolas for further discussion. 3. Motion to approve the Minutes for the meetings of February 10, 2021. (Rosa Govea Acosta, City Clerk) 5. Report regarding Resolution No. 50-2021 approving Parcel Map No. 20-0996 for the purposes of creating the new public right-of-way on Oyster Point Boulevard and Marina Boulevard, dedicating new public easements, and abandoning existing public easements as part of the Kilroy Oyster Point Development Project; and authorizing the recording of said Parcel Map and all related documents with the San Mateo County Recorder. (Eunejune Kim, Director of Public Works/City Engineer) 6. Report regarding Resolution No. 51-2021 determining the continued existence of an emergency and the need to continue emergency repairs in response to the Sign Hill Diamond Fire. (Greg Mediati, Deputy Director of Parks and Recreation) Motion — Councilmember Nicolas/Second – Councilmember Flores: To approve Consent Calendar items 3, 5, and 6, by roll call vote: AYES: Councilmembers Coleman, Flores, and Nicolas, Vice Mayor Nagales and Mayor Addiego; NAYS: None; ABSENT: None; ABSTAIN: None. CONSENT CALENDAR – Agenda Item No. 4 Item No. 4: Councilmember Nicolas requested clarification on the additional funding request. City Manager Futrell provided clarification. 4. Report regarding Resolution No. 49-2021 approving a Second Amendment to the Consulting Services Agreement with Raimi + Associates for additional work relating to the General Plan Update project in an additional amount not to exceed $629,762, and to authorize an additional project contingency amount of $150,000. (Lisa Costa Sanders, Project Administrator and Billy Gross, Senior Planner) Motion —Vice Mayor Nagales/Second – Councilmember Nicolas: To approve Consent Calendar Item 4, by roll call vote: AYES: Councilmembers Coleman, Flores, Nicolas, Vice Mayor Nagales and Mayor Addiego; NAYS: None; ABSENT: None; ABSTAIN: Councilmember Flores. PUBLIC HEARING 7. Staff Report Regarding a Public Hearing to Consider the Adoption of Resolution No. 52- 2021 of Necessity to Acquire a Vacant Property In and Along Antoinette Lane (No Address, No Assessor’s Parcel Number), Related to the Community Civic Campus Project, Phase II (Jacob Gilchrist, Director of Capital Projects, and Sky Woodruff, City Attorney) Public Hearing opened: 10:00 p.m. Public Hearing closed: 10:06 p.m. City Attorney Woodruff presented the report and provided an overview of the process. REGULAR CITY COUNCIL MEETING MARCH 10, 2021 MINUTES PAGE 6 The following individual provided public comment: • Mina Richardson, community member Motion — Vice Mayor Nagales/Second – Councilmember Nicolas: To approve the adoption of Resolution No. 52-2021 of Necessity to Acquire a Vacant Property In and Along Antoinette Lane (No Address, No Assessor’s Parcel Number), Related to the Community Civic Campus Project, Phase II, by roll call vote: AYES: Councilmembers Coleman, Flores, Nicolas, Vice Mayor Nagales and Mayor Addiego; NAYS: None; ABSENT: None; ABSTAIN: None. 8. Report regarding Resolution No. 53-2021, establishing City of South San Francisco Community Facilities District No. 2021-01(Public Facilities and Services), City of South San Francisco, County of San Mateo, State of California, Authorizing the Levy of Special Taxes Therein, Calling an Election and Approving Certain Actions Related Thereto (Christina Fernandez, Assistant to the City Manager and Sky Woodruff, City Attorney) Public Hearing opened: 10:08 p.m. Public Hearing closed: 10:20 p.m. Brian Forbath of Stradling Yocca Carlson & Rauth and Matt Griffin of Kilroy Realty Corporation provided an overview of the process. Vice Mayor Nagales clarified that this tax measure would not affect any area residents and will only affect the landowner, currently voted on the measure and noting that the revenue generated would be invested back to the community. The following individual provided public comment: • Mina Richardson, community member • Gary, community member Motion — Vice Mayor Nagales/Second – Councilmember Nicolas: To approve the adoption of Resolution No. 52-2021 of Necessity to Acquire a Vacant Property In and Along Antoinette Lane (No Address, No Assessor’s Parcel Number), Related to the Community Civic Campus Project, Phase II, by roll call vote: AYES: Councilmembers Coleman, Flores, Nicolas, Vice Mayor Nagales and Mayor Addiego; NAYS: None; ABSENT: None; ABSTAIN: None. 8b. Resolution No. 54-2021 of the City Council of the City of South San Francisco, Acting as the Legislative Body of City of South San Francisco Community Facilities District No. 2021-01 (Public Facilities and Services), City of South San Francisco, County of San Mateo, State of California, Determining the Necessity to Incur Bonded Indebtedness in an Amount Not to Exceed $105,000,000 Within the District and Calling an Election Therein. Motion — Councilmember Coleman/Second – Councilmember Flores: To approve Resolution No. 54-2021 of the City Council of the City of South San Francisco, Acting as the Legislative Body of City of South San Francisco Community Facilities District No. 2021-01 (Public Facilities and Services), City of South San Francisco, County of San Mateo, State of California, Determining the Necessity to Incur Bonded Indebtedness in an Amount Not to Exceed $105,000,000 Within the District and Calling an Election Therein, by roll call vote: AYES: Councilmembers Coleman, Flores, Nicolas, Vice Mayor Nagales and Mayor Addiego; NAYS: None; ABSENT: None; ABSTAIN: None. 8c. Resolution No. 55-2021 of the City Council of the City of South San Francisco Acting as the Legislative Body of City of South San Francisco Community Facilities District No. 2021-01 (Public REGULAR CITY COUNCIL MEETING MARCH 10, 2021 MINUTES PAGE 7 Facilities and Services), City of South San Francisco, County of San Mateo, State of California Certifying Election Results. Motion — Councilmember Nicolas/Second – Councilmember Flores: To approve Resolution No. 55-2021 of the City Council of the City of South San Francisco Acting as the Legislative Body of City of South San Francisco Community Facilities District No. 2021-01 (Public Facilities and Services), City of South San Francisco, County of San Mateo, State of California Certifying Election Results, by roll call vote: AYES: Councilmembers Coleman, Flores, Nicolas, Vice Mayor Nagales and Mayor Addiego; NAYS: None; ABSENT: None; ABSTAIN: None. 8d. Ordinance of the City Council of the City of South San Francisco, Acting as the Legislative Body of City of South San Francisco Community Facilities District No. 2021-01 (Public Facilities and Services), City of South San Francisco, County of San Mateo, State of California Authorizing the Levy of Special Taxes Motion — Vice Mayor Nagales/Second – Councilmember Coleman: To introduce and waive further reading of an Ordinance of the City Council of the City of South San Francisco, Acting as the Legislative Body of City of South San Francisco Community Facilities District No. 2021-01 (Public Facilities and Services), City of South San Francisco, County of San Mateo, State of California Authorizing the Levy of Special Taxes, by roll call vote: AYES: Councilmembers Coleman, Flores, Nicolas, Vice Mayor Nagales and Mayor Addiego; NAYS: None; ABSENT: None; ABSTAIN: None. ADMINISTRATIVE BUSINESS 9. Report regarding acceptance of the 2020 Housing Element and General Plan Annual Progress Report. (Tony Rozzi, Chief Planner) Chief Planner Rozzi provided an overview of the 2020 Housing Element and General Plan Annual Progress Report. Vice Mayor Nagales inquired about the city's RHNA numbers. Chief Planner Rozzi provided an update on the current numbers. City Manager Futrell indicated that there are no penalties for not reaching REHNA numbers. He will provide a memo to Council with additional information. Councilmember Flores expressed his concern with the disparities of housing and affordability. He thanked the staff for their work towards affordable housing. The following individual provided public comment: • Mina Richardson, community member Motion — Councilmember Flores/Second – Councilmember Nicolas: To accept the 2020 Housing Element and General Plan Annual Progress Report as presented, by roll call vote: AYES: Councilmembers Coleman, Flores, Vice Mayor Nagales; NAYS: Councilmember Nicolas and Mayor Addiego; ABSENT: None; ABSTAIN: None. 10. Report regarding proposed approach to evaluate benefits and disadvantages of modifications to Single Family General Plan and Zoning Regulations to allow additional housing types and density. (Lisa Costa Sanders, Project Administrator and Billy Gross, Senior Planner) REGULAR CITY COUNCIL MEETING MARCH 10, 2021 MINUTES PAGE 8 Item not heard - the City Clerk’s Office received 64 public comments via eComment. The comments were disseminated to the City Council and posted to the City’s website. 12. Report regarding Resolution No. 56-2021 approving a consulting services agreement with Nichols Consulting Engineers (NCE) of Richmond, California for the 2022 West of 101 Pavement Rehabilitation Project (No. st2107) in an amount not to exceed $1,596,000, authorizing the City Manager to execute the agreement, authorizing a total project design budget of $1,755,600 and approval of Budget Amendment Number 21.044. (Angel Torres, Senior Civil Engineer) Senior Civil Engineer Torres presented the report and provided an overview of the West of 101 pavement rehabilitation project. Motion — Councilmember Flores/Second – Vice Mayor Nagales: To adopt Resolution No. 56-2021 approving a consulting services agreement with Nichols Consulting Engineers (NCE) of Richmond, California for the 2022 West of 101 Pavement Rehabilitation Project (No. st2107) in an amount not to exceed $1,596,000, authorizing the City Manager to execute the agreement, authorizing a total project design budget of $1,755,600 and approval of Budget Amendment Number 21.044, by roll call vote: AYES: Councilmembers Coleman, Flores, Vice Mayor Nagales; NAYS: Councilmember Nicolas and Mayor Addiego; ABSENT: None; ABSTAIN: None. 13. Report regarding a resolution amending the proclamation of a local health emergency (adopted pursuant to Resolution No. 35-2020) to extend the Outdoor Dining Pilot Program and provide related authorizations. (Christopher Espiritu, Senior Planner and Tony Rozzi, Chief Planner) Item not heard 14. Report regarding an ordinance adopting Chapter 10.58 of the Municipal Code to require the safe storage of firearms in a residence. (Scott Campbell, Police Captain) Police Captain Campbell presented the report, provided an overview of the ordinance, and acknowledged Moms Demand Action for their advocacy. Vice Mayor Nagales thanked staff and recognized former Councilmember Matsumoto for bringing the item forward. He requested clarification on enforcement which Captain Campbell provided. The Police Department will work with the Communications Department outreach efforts once the ordinance is approved. Councilmember Flores inquired about the types of violations and penalties. Noting the importance of equity and not perpetuating the prison pipeline for minorities. Captain Campbell explained the fines associated with the ordinance and the discretion officers have to enforce. Councilmember Flores also suggested community service instead of imprisonment depending on the severity and providing trigger locks for the community. Mayor Addiego requested clarification on a misdemeanor citation. Captain Campbell provided an overview of the citation process and noted that the San Mateo County District Attorney’s office issues sentencing. REGULAR CITY COUNCIL MEETING MARCH 10, 2021 MINUTES PAGE 9 Councilmember Coleman suggested that the Council support outreach and provide a gun lock with first-time warnings instead of citations. The goal is to educate individuals to discourage the pipeline to prison. After the first citation, the fine would be a citation with a $100 fine. Mayor Addiego inquired about the process of notification. Captain Campbell indicated that officers are encouraged to educate the community of the current muni code and release offenders with a warning. Mayor Addiego encouraged the Police Department to communicate with residents and encourage compliance. Motion — Councilmember Flores/Second – Councilmember Coleman: To introduce and waive further reading of an ordinance adopting Chapter 10.58 of the Municipal Code to require the safe storage of firearms in a residence, with minor changes to section 10.58.040, by roll call vote: AYES: Councilmembers Coleman, Flores, Nicolas, Vice Mayor Nagales and Mayor Addiego; NAYS: None; ABSENT: None; ABSTAIN: None. ITEMS FROM COUNCIL – COMMITTEE REPORTS AND ANNOUNCEMENTS Councilmember Flores invited the community to join the San Mateo County Express Lanes Joint Powers Authority’s virtual public meeting to discuss alternatives to improve mobility options for underserved communities in San Mateo County on Thursday, March 18, 2021. Mayor Addiego informed the Council that the Board and Commission interviews would be held on Friday, March 18, 2021. He stated that the City Clerk would coordinate the second day of interviews due to the number of applicants. He shared that both he and Councilmember Nicolas serve on the naming committee. In recognition of International Women's Day and Women's History month, they have decided to recognize female trailblazers of the community, such as Alice Bulos, Roberta Teglia, and former Councilmember Matsumoto. ADJOURNMENT Being no further business, Mayor Addiego adjourned the meeting in memory of Manny Berena, and Karen McEvoy at 11:39 p.m. Respectfully submitted by: Approved by: Rosa Govea Acosta, CMC, CPMC Mark Addiego City Clerk Mayor Approved by the City Council: / / CALL TO ORDER Mayor Addiego called the meeting to order at 5:02 p.m. ROLL CALL Present: Councilmembers Nicolas, Flores, Coleman, Vice Mayor Nagales, and Mayor Addiego. AGENDA REVIEW No changes. REMOTE PUBLIC COMMENTS – comments are limited to items on the Special Meeting Agenda. Members of the public were encouraged to submit public comments in writing in advance of the meeting via the eComment tab 2 hours before the meeting date. None. ADMINISTRATIVE BUSINESS 1. Report regarding Board and Commission interviews and appointments to the Bicycle and Pedestrian Advisory Committee (BPAC), Colma Creek Citizens Advisory Committee, Conference Center Authority Community Representative, Conference Center Authority Hotel Representative, Cultural Arts Commission, and General Plan Community Advisory Committee (Rosa Govea Acosta, City Clerk) a. Interview Applicants for Multiple Positions: 5:00 p.m.: Krystle Cansino 5:15 p.m.: Luis De Paz Fernandez 5:30 p.m.: Marwan Rashid 5:45 p.m.: Sarah Funes 6:00 p.m.: Scott Grindy 6:15 p.m.: Zubin Maharaj 6:30 p.m.: Luis Mercado 6:45 p.m.: Vishal “BJ” Patel Council interviewed applicants Cansino, De Paz Fernandez, Rashid, Funes, Grindy, Maharaj, Mercado, and Patel. MINUTES SPECIAL MEETING CITY COUNCIL CITY OF SOUTH SAN FRANCISCO THURSDAY, MARCH 18, 2021 5:00 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. SPECIAL CITY COUNCIL MEETING MARCH 18, 2021 MINUTES PAGE 2 b. Interview Applicant for Bicycle and Pedestrian Advisory Committee (BPAC): 7:00 p.m.: Arian Guzman Council interviewed applicant A. Guzman. c. Interview Applicants for the Colma Creek Citizens Advisory Committee: 7:15 p.m.: Lilian Guzman 7:30 p.m.: Richard Irli Council interviewed applicants L. Guzman and Irli. d. Interview Applicant for the Conference Center Authority – Community Representative: 7:45 p.m.: Richard Garbarino Council interviewed applicant Garbarino. Meeting recessed at: 7:46 p.m. Meeting resumed at: 7:56 p.m. e. Interview Applicants for the Cultural Arts Commission: 8:00 p.m.: Milena Mardahay 8:15 p.m.: Joanne Sun Council interviewed applicants Mardahay and Sun. f. Discussion and consideration of appointment of applicant to the Bicycle and Pedestrian Advisory Committee (BPAC). Council may appoint four (1) applicant to a partial term expiring July 19, 2022. Applicants: Funes and A. Guzman. The consensus from Council was not to make an appointment to the Bicycle and Pedestrian Advisory Committee (BPAC) until all applicants were interviewed. g. Discussion and consideration of appointment of applicant to the Colma Creek Citizens Advisory Committee. Council may appoint one (1) applicant to a term expiring March 31, 2025. Applicants: Grindy, L. Guzman and Irli. The consensus from Council was not to make an appointment to the Colma Creek Citizens Advisory Committee until all applicants were interviewed. h. Discussion and consideration of appointment of applicant to the Conference Center Authority – Community Representative. Council may appoint one (1) applicant to a term expiring March 27, 2025. Applicants: Garbarino and Patel. Motion− Vice Mayor Nagales/Second−Councilmember Nicolas to appoint Richard Garbarino to the Conference Center Authority – Community Representative for a term expiring March 27, 2025. Unanimously approved by roll call vote. SPECIAL CITY COUNCIL MEETING MARCH 18, 2021 MINUTES PAGE 3 i. Discussion and consideration of appointment of applicant to the Conference Center Authority – Hotel Representative. Council may appoint two (2) applicants to terms expiring March 27, 2025. Applicant: Vishal “BJ” Patel. Motion− Vice Mayor Nagales/Second−Councilmember Flores to appoint Vishal “BJ” Patel to the Conference Center Authority – Hotel Representative for a term expiring March 27, 2025. Unanimously approved by roll call vote. k. Discussion and consideration of appointment of applicants to the Cultural Arts Commission. Council may appoint three (3) applicants to terms expiring June 13, 2026. Applicants: Krystle Cansino, Sarah Funes, Zubin Maharaj, Milena Mardahay, and Joanne Sun. The consensus from Council was not to make an appointment to the Cultural Arts Commission until all applicants were interviewed. l. Discussion and consideration of appointment of applicant to the General Plan Community Advisory Committee - District 5 Representative. Council may appoint one (1) applicant to term expiring December 17, 2023. Applicant: Luis De Paz Fernandez. The consensus from Council was not to make an appointment to the General Plan Community Advisory Committee - District 5 Representative until all applicants were interviewed. m. Upon appointment of applicants, the Council will discuss and schedule the second date of Board and Commission interviews. The consensus from Council was to hold the next round of interviews on Friday, April 2, 2021. The Council discussed and considered the appointment of applicant to the Housing Authority Tenant Commission. Council appointed one (1) applicant to a term expiring March 31, 2023. Applicant: Marwan Rashid. Motion− Councilmember Nicolas/Second−Vice Mayor Nagales to appoint Marwan Rashid to the Housing Authority Tenant Commission for a term expiring March 31, 2023. Unanimously approved by roll call vote. ADJOURNMENT Being no further business, Mayor Addiego adjourned the meeting at 8:43 p.m. Respectfully submitted by: Approved: Cindy Avila Mark Addiego Assistant City Clerk Mayor Approved: / / City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-250 Agenda Date:4/28/2021 Version:1 Item #:4. Report regarding a motion to accept the construction improvements of the OBAG 2:Street Rehabilitation Project (st1903)as complete in accordance with plans and specifications (Total Construction Cost $1,163,723.92)(Angel Torres, Senior Civil Engineer). RECOMMENDATION It is recommended that the City Council,by motion,accept the construction improvements of the OBAG 2:Street Rehabilitation Project (st1903)in accordance with plans and specifications (Total Construction Cost $1,163,723.92). BACKGROUND/DISCUSSION On March 13,2020,the City Council of South San Francisco awarded the OBAG 2:Street Rehabilitation Project (st1903)to G.Bortolotto &Company,Inc.of San Carlos to rehabilitate sections of the following City streets:Alida Way,Camaritas Avenue,Hickey Boulevard,San Felipe Avenue and South Spruce Avenue through mill and overlay of the asphalt surface,and improve the curb ramps on these areas.The work consisted of asphalt grind and overlay including adjusting utility covers,concrete removal and replacement,base repair, crack sealing, and reinstalling the traffic striping and markings. The Engineering Division inspected the work and found the project to be complete in accordance with the contract documents as of December 10,2020.Project location map and construction photos are included as Attachments 1 and 2, respectively, of this staff report. FISCAL IMPACT The project is included in the City of South San Francisco’s Fiscal Year 2020-21 Capital Improvement Program (Project No.st1903)with sufficient funds allocated to cover the project cost.This project is funded by OBAG2 grant funds, Measure A, Gas Tax, City Measure W, and San Mateo County Measure W. After award of the contract,the City elected to reduce the scope of work on South Spruce Avenue as it was identified that the private development of an adjacent property included resurfacing of South Spruce Ave. Caltrans did not allow for the City to adjust the limits of the pavement rehabilitation along South Spruce Avenue as the limits of work were pre-set and identified in the environmental and right-of-way clearance documents.The City risked losing all federal-aid funding for performing work outside of the limits set forth in the environmental and right-of-way clearance documents.This reduction in scope decreased the contract by an estimated $150,000.Even though the project incurred some additional costs due to unforeseen conflicts in the original scope of work improvements,the project did not use all available funds on the project and the full project contingency remained available at the end of the project. City of South San Francisco Printed on 7/14/2021Page 1 of 2 powered by Legistar™ File #:21-250 Agenda Date:4/28/2021 Version:1 Item #:4. The total construction cost incurred for the project is summarized as follows: Projected Actual Construction Contract $1,273,489.30 $1,163,723.92 Construction Contingency (15%)$ 191,023.00 $ 0.00 Total Construction Budget $1,464,512.30 $1,163,723.92 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 rehabilitating existing streets and curb ramps and helping maintain existing City infrastructure. 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. Attachments: 1.Project Location Map 2.Construction Photos 3.Presentation City of South San Francisco Printed on 7/14/2021Page 2 of 2 powered by Legistar™ OBAG 2: STREET REHABILITATION –STP FEDERAL-AID PROJECT NO. STPL-5177(042) ACCEPTANCE OF THE CONSTRUCTION IMPROVEMENTS APRIL 28, 2021 OBAG 2: Street Rehabilitation –STP PROJECT OVERVIEW Pavement Rehabilitation along: •South Spruce Avenue (El Camino Real to Huntington Avenue) •Alida Way (Northwood Drive to Country Club Drive) •Camaritas Avenue (Arroyo Drive to Westborough Boulevard) •San Felipe Avenue (Serra Drive to Del Monte Avenue) •Hickey Boulevard (Camaritas Avenue to El Camino Real) 2 OBAG 2: Street Rehabilitation –STP South Spruce Avenue –Base Repairs, (Partial) Pavement Rehabilitation & Striping 3 Pavement Rehab & New Striping Pavement Rehab & New Striping OBAG 2: Street Rehabilitation –STP Alida Way –Base Repairs, Curb Ramps, Pavement Rehabilitation & Striping 4 Pavement Rehab & New Striping Pavement Rehab, Curb Ramps & New Striping OBAG 2: Street Rehabilitation –STP Camaritas Avenue –Base Repairs, Curb Ramps, Pavement Rehabilitation & Striping 5 Pavement Rehab & New Striping Pavement Rehab, Curb Ramps & New Striping OBAG 2: Street Rehabilitation –STP San Felipe Avenue –Base Repairs, Pavement Rehabilitation & Striping 6 Pavement Rehab & New Striping Pavement Rehab, Curb Ramp & New Striping OBAG 2: Street Rehabilitation –STP CONSTRUCTION COST The total construction cost incurred to date for the project is summarized as follows: Projected Actual Golden Bay Construction, Inc. Construction Contract $1,273,489.30 $1,163,723.92 Construction Contingency (15%) $191,023.00 $0.00 Total Construction Costs $1,464,512.30 $1,163,723.92 7 OBAG 2: Street Rehabilitation –STP QUESTIONS? 8 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-293 Agenda Date:4/28/2021 Version:1 Item #: Report regarding a motion to accept the construction improvements of the Gardiner Park Renovation project (Project No.pk1806)as complete in accordance with plans and specifications (Total Construction Cost $677,345.15)(Philip Vitale, Deputy Director of Capital Projects) RECOMMENDATION It is recommended that the City Council,by motion,accept the construction improvements of the Gardiner Park Renovation project (Project No.pk1806)as complete in accordance with plans and specifications (Total Construction Cost $677,345.15) BACKGROUND/DISCUSSION As a project of the citywide Parks 11 campaign to improve parks,Parks and Recreation staff has undertaken an initiative to remake Gardiner Park.Gardiner Park is a pocket park located in the middle of the Peck’s Lot neighborhood at 135 Gardiner Avenue. On January 08,2020,the City Council of South San Francisco awarded the Gardiner Park Renovation project (Project No. pk1806) to Suarez & Munoz Construction, Inc. to complete the park renovation. The project updated old play equipment,installed new rubberized safety surfacing,resurfaced the basketball court,increased the play area through reconfiguring the retaining walls and pathways,replaced the drinking fountain,re-landscaped the planting areas with drought -tolerant plants,and installed a new high-efficiency drip irrigation system. The total construction cost incurred for the project is summarized as follows: Projected Actual Suarez & Munoz Construction, Inc. Construction Contract $619,400.00 $619,400.00 Construction Contingency (10%)$ 61,940.00 $ 57,945.15 Total Project Construction Budget $681,340.00 $677,345.15 Contingency was used to address unknown underground utilities and structures,the new coronavirus mitigations,and minor modifications identified in the building permit,such as replacing the existing drain grate on Gardiner Ave. to a bicycle friendly grate. FISCAL IMPACT This project is funded by Park in Lieu fees,a State of California Housing Related Parks Grant,and a Community Development Block Grant. RELATIONSHIP TO STRATEGIC PLAN This effort is included in the City’s Strategic Plan.It aligns with Priority #2 which is focused on enhancing quality of life. City of South San Francisco Printed on 5/13/2021Page 1 of 2 powered by Legistar™ File #:21-293 Agenda Date:4/28/2021 Version:1 Item #: 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. It is recommended that the City Council,by motion,accept the construction improvements of the Gardiner Park Renovation project as complete in accordance with plans and specifications (Total Construction Cost $677,345.15). Attachments: Presentation City of South San Francisco Printed on 5/13/2021Page 2 of 2 powered by Legistar™ Gardiner Park Renovation Project Acceptance –City Council Wednesday, April 28, 2021 Project Location Project Need •Dated Playground Equipment •Accessibility •Lacked Vegetation Timeline 2019 2020 2021 •Community Engagement •Design •Construction •Ribbon Cutting •Mural Installation Outreach & Engagement Parks and Recreation Commission Presentations February 2019 April 2019 May 2019 December 2019 August 2020 Cultural Arts Commission January 2020 February 2020 Community Workshop February 2019 City Newsletter July 2019 Paper and Online Survey January 2019 –March 2019 (Park Design) December 2020 (Mural Design) New Playground Mural Design -Coming Spring 2021 Thank You City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-256 Agenda Date:4/28/2021 Version:1 Item #:6. Report regarding a resolution approving an Outside Sewer Service Agreement with the owners of 296 Country Club Drive (APN 013-123-010),and authorizing the City Manager to execute the agreement for recordation. (Jason Hallare, Senior Civil Engineer) RECOMMENDATION It is recommended that the City Council adopt a resolution approving an Outside Sewer Service Agreement with the owner of a residential property at 296 Country Club Drive (APN 013-123-010),and authorizing the City Manager to sign the agreement on behalf of the City of South San Francisco and to record the agreement in the San Mateo County official records. BACKGROUND/DISCUSSION: The City has received a request from Xavier and Catherine Ocafrain,owners of the unincorporated residence (“Owners”),to authorize a sewer lateral connection the City of South San Francisco’s (“City”)sanitary sewer system.The proposal before the City Council is for the City to authorize the requested sewer connection subject to the terms and conditions in the agreements and to authorize the execution of said agreements. Location The property is located within the unincorporated portion of San Mateo County (“County”),commonly known as Country Club Park subdivision.The Property is within the City’s Sphere of Influence.There are approximately 56 parcels within this unincorporated area which falls under the jurisdiction of the County,see Attachment 1 for a map.Country Club Park is designated low density residential in the San Mateo County general plan and is zoned R-E (Rural Estates)in the County’s code,which requires ¾acre per lot and allows certain large animals,such as horses and llamas.Homes in the area typically lack sidewalks,curb,and gutter. With a few exceptions,these properties utilize septic systems and are not connected to the City’s sewer system or any other sewer system.This creates potential public health problems such as lack of accessible street frontage, aging and overloading septic tanks and leaving residents without effective sewer service. Property and Permit History The property currently has an existing single family residence with an on-site septic tank north of the existing residence.The owners propose to construct two additions to their residence and the existing septic tank conflicts with those plans.Due to slope constraints,there is no other location to move the septic tank on-site.To remove the septic tank,the owners propose to connect the residence to the City’s sewer system within Dorado Way. Since summer of 2020,the owners have been in contact with staff from the City of South San Francisco and the San Mateo Local Agency Formation Commission (LAFCo)to discuss the possibility of connecting to the City’s sewer system as an unincorporated property.LAFCo has a policy in place that does not allow unincorporated properties to enter deferred annexation agreements when the property is contiguous with a city’s boundaries. Property address 296 Country Club Drive is contiguous with city boundaries and needed special approval from LAFCo to proceed.On March 3,2021,City and LAFCo staff reached agreement to allow this property to enter a deferred annexation agreement for sewer service. Staff has reviewed the proposed connection and recommends proceeding with the Outside Sewer ServiceCity of South San Francisco Printed on 4/23/2021Page 1 of 4 powered by Legistar™ File #:21-256 Agenda Date:4/28/2021 Version:1 Item #:6. Staff has reviewed the proposed connection and recommends proceeding with the Outside Sewer Service Agreement. Outside Sewer Service Agreement In order to help residents of this area eliminate potential risks associated with septic systems and move forward with property improvements prior to annexation of the County Club Park area to the City,the City has entered into several Outside Sewer Service Agreements with various property owners in this area to permit them to connect to the City’s sewer system.Over the years,the City has identified several significant concerns regarding allowing properties outside of the City’s jurisdictional boundaries to connect to its sewer system, which are: ·Property owner,as they are located outside the City’s boundaries,may potentially object to annexation or oppose the City’s efforts to explore annexation of their property area; ·The property owner must be required to pay the full cost of a sewer line extension; ·Property owners must agree to pay the cost of upgrading their property to include sidewalk,curb,and gutter either at the time the connection is made,or in the future if annexation of the area occurs,in order to bring the public facilities serving their property up to the City’s standards; and ·Property owners must share equitably in the future costs associated with providing sewer service for the larger unincorporated area. An outside sewer service agreement has been prepared to address these concerns as outlined below.The City Attorney’s Office has prepared an Outside Sewer Service Agreement for the property at 296 Country Club Drive,attached to the accompanying resolution as Exhibit A.The proposed agreement will be executed with the property Owners,and the terms of the agreement have been reviewed and accepted by them.The agreement will also be recorded against the property and bind subsequent property owners to comply with the same terms. The agreement provides that the property and its owner will be bound by the following provisions: 1.Owner consents to future annexation and waives any right to protest such annexation of this property to the City, if and when this occurs; 2.Owner agrees to pay a pro rata share of any future area-wide sewer improvements within the Country Club Park subdivision associated with providing wastewater service to this area which intends to proportionately allocate the costs of future area-wide sewer improvements based on the sewer flow on those improvements from the property; 3.Upon future annexation,or sooner,the owner shall upgrade the streetscape for their property to the City’s standards.This cost is currently estimated at $121,542 and the owner may either construct the upgraded streetscape pursuant to a Deferred Improvement Agreement (attached to the Outside Services Agreement as an exhibit), or pay the public improvements cost for the construction of the upgrades; 4.Owner agrees to pay a one-time sewer capacity fee of $5,088.64; 5.Owner agrees to pay a yearly sewer service charge; 6.Owner will make a deposit of $5,000 toward an administrative fee to reimburse the City for staff time to review, process and prepare the application and agreement; 7.Agreement will bind future owners of the property and will be recorded in the County records; 8.Owner agrees that all future development conforms to the relevant height,aircraft noise,and safety policies and compatibility criteria contained in the most recently adopted version of the San Mateo County Comprehensive Airport Land Use Plan for the environs of San Francisco International Airport. Changes to the provision of public services in unincorporated areas would be under the jurisdiction of theCity of South San Francisco Printed on 4/23/2021Page 2 of 4 powered by Legistar™ File #:21-256 Agenda Date:4/28/2021 Version:1 Item #:6. Changes to the provision of public services in unincorporated areas would be under the jurisdiction of the LAFCo,which includes decisions about the boundaries of cities,independent special districts,and county- governed special districts within the County.LAFCo permits,but must also approve,outside sewer connections for property owners within unincorporated areas.LAFCo’s approval requires proof that a deferred annexation agreement has been executed between the City and the owner,providing that when the time comes to annex,the owner will not oppose.The Owners have already submitted their application to LAFCo for this Outside Sewer Service Agreement (see Attachment 2).Approval by the City is required before the LAFCo application can move forward. Staff notes that the City’s General Plan has a policy that Country Club Park should be annexed into the City. Because of piecemeal annexations in the past and the difficulty in providing service and requiring improvements,another policy provides that no portion of the area should be annexed unless the entire area is annexed.Annexation of this area has not occurred since the current General Plan was approved in 2001. Depending upon specific circumstances,the owners of properties on septic systems may not be able to obtain permits from the County to expand or tear down and replace homes unless they can hook up to a sanitary sewer system,leaving these owners unable to significantly improve their properties.Given the changing conditions related to aging septic systems,housing demands,sewer capacity,provision of city services,and population growth,staff will move forward to further study and re-evaluate the annexation policy during the current General Plan renewal process. It is important to note that this application is not for annexation,only for permission to connect the property to the City’s sanitary sewer system.Some properties within the area abut existing sewer mains,as is in this case, and connection is relatively straightforward.Other properties in the interior of the area are not near existing sewer lines;to extend sewer lines to these homes is a much more expensive proposition.Additionally,this connection is limited to the single-family residence on the single parcel.If the owners,in the future,plan to redevelop or subdivide this property,then new Outside Sewer Service Agreements will need to be applied for and executed with the City giving the City the opportunity to provide requirements on future development. CEQA: Sewer extensions are generally categorically exempt from CEQA pursuant to Section 15302,Class 2(c), Replacement or reconstruction of existing utility systems and/or facilities involving negligible or no expansion of capacity.Furthermore,Section 15303,Class 3(d),allows “water main,sewage,electrical,gas and other utility extensions,including street improvements,of reasonable length to serve such construction”,which would include “construction and location of limited numbers of new, small facilities or structures”. Here,since the subject property is located outside South San Francisco’s jurisdiction,the proposed construction and development on these lots will be required to obtain planning permits from San Mateo County and comply with San Mateo County Planning requirements.As the lead agency,the County will be responsible for further evaluating future development of these lots,including determining compliance with California Environmental Quality Act (CEQA) regulations. FISCAL IMPACT: Pursuant to the terms of the agreement,City staff time will be fully compensated by the property owner- applicants through payment to the City of a $2,563 administrative fee.Annual revenue of approximately $740 per year from the property will be generated for the Sewer Fund. City of South San Francisco Printed on 4/23/2021Page 3 of 4 powered by Legistar™ File #:21-256 Agenda Date:4/28/2021 Version:1 Item #:6. RELATIONSHIP TO STRATEGIC PLAN This action furthers the initiative of Community Connections by enabling these owners to develop their properties and one day to become residents of South San Francisco when the area is annexed in the future. CONCLUSION By adopting a resolution to approve an Outside Sewer Service Agreement with Xavier and Catherine Ocafrain for a new sewer connection to the City’s sewer system at 296 Country Club Drive in the unincorporated Country Club Park area,the owner would be able to obtain building permits from the County of San Mateo to remove their septic tank and construct their additions.This action will also secure the owners’agreement not to oppose future annexation. Staff recommends the City Council approve the agreement. Attachments: 1.Vicinity Map 2.LAFCo Referral Letter City of South San Francisco Printed on 4/23/2021Page 4 of 4 powered by Legistar™ A LT A V IS T A D R H A Z E LW O O D D R N O R T H W O O D D R AL I DA WYW ILD W O O D D R M ANOR DRAVALON DR C O U N T R Y C LU B D R BRENTW OOD DREL CAMI NO REAL DORADO WYPONDER O S A R D PI NEHURST WYEL CORTEZ AVERAMONA AVEPI SA CTMAYWOOD WYC A S TILE W Y SPRINGWOOD WAYBL ONDI N WYT A Y LO R D R MOSSWOOD WYKENWOOD WYDANA CT2 0 1201 2 0 0200 2 0 2202 2 0 9209210210 2 1 7217 2 2 2222 2 2 9229226226 2 3 3233241241 2 3 6236 2 4 9249 2 4 8248 2 5 9259 2 5 2252 2 6 3263 2 6 2262 2 7 1271 2 7 0270280280 2 8 5285 2 8 8288 2 8 9289297297 3 0 0300 3 1 2312 3 0 5305 3 4 1341353353 3 5 0350 2 9 6296 2 6 4264 2 5 4254 2 3 8238 2 2 6226 2 2 2222 2 2 2222 2 0 8208 2 0 5205 2 1 7217219219 2 2 3223 2 3 5235 2 3 7237 2 4 5245 2 5 7257 2 5 5255265265275275281281 3 8 6386 3 8 2382 3 6 6366 3 5 4354 3 7 5375 3 8 5385 4 1 3413 3 4 0340 2 8 0280 2 0 9209 2 9 9299 .0 500 1,000250Feet COMMISSIONERS: WARREN SLOCUM, CHAIR, COUNTY ▪ MIKE O’NEILL, VICE CHAIR, CITY ▪ HARVEY RARBACK, CITY ▪ DON HORSLEY, COUNTY ▪ JOSHUA COSGROVE, SPECIAL DISTRICT ▪ RIC LOHMAN, SPECIAL DISTRICT ▪ ANN DRAPER, PUBLIC ALTERNATES: KATI MARTIN, SPECIAL DISTRICT ▪ DIANA REDDY, CITY ▪ JAMES O’NEILL, PUBLIC ▪ DAVE PINE, COUNTY STAFF: MARTHA POYATOS, EXECUTIVE OFFICER ▪ TIM FOX, LEGAL COUNSEL ▪ ROB BARTOLI, MANAGEMENT ANALYST ▪ ANGELA MONTES, CLERK March 23, 2021 TO: San Mateo County Affected Agencies RE: LAFCo File No. 21-03 - Proposed sewer extension by the City of South San Francisco to an existing single-family home at 296 Country Club Drive, Unincorporated San Mateo County (APN 013-123-010) pursuant to Government Code Section 56133 Notice is hereby given that an application for the proposed annexation listed above has been received by the San Mateo Local Agency Formation Commission. The application is requesting extension of sewer utility service to the above-noted parcel and consists of the following proposed action(s): City or District Action City of South San Francisco Sewer Extension The proposal application is attached for your reference. Please submit comments to the LAFCo office by April 6, 2021 to ensure that your information is included in the Executive Officer's report. If you have any questions about this proposal, please feel free to contact me. Rob Bartoli Management Analyst rbartoli@smcgov.org 21-03 © Latitude Geographics Group Ltd. 0.07 THIS MAP IS NOT TO BE USED FOR NAVIGATION WGS_1984_Web_Mercator_Auxiliary_Sphere Miles0.07 This map is a user generated static output from an Internet mapping site and is for reference only. Data layers that appear on this map may or may not be accurate, current, or otherwise reliable. 0.040 2,257 Vicinity Map for 296 Country Club 1: San Mateo County City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-257 Agenda Date:4/28/2021 Version:1 Item #:6a. Resolution approving an Outside Sewer Service Agreement with the property owners of 296 Country Club Drive (APN 013-123-010), and authorizing the City Manager to execute the agreement for recordation. WHEREAS,the City has received a request from Xavier and Catherine Ocafrain,owners of single family residence at 296 Country Club Drive (APN 013-123-010)(“property”),to authorize a sewer connection from the property to the City of South San Francisco’s (“City”) sanitary sewer system; and WHEREAS,the property is located within the unincorporated portion of San Mateo County (“County”), commonly known as the Country Club Park subdivision,which is outside the jurisdictional boundaries of the City but inside the City’s sphere of influence; and WHEREAS, the property currently has a septic tank on-site to treat sewer flows; and WHEREAS,the owners desire to construct two additions to the residence in a location where the septic tank is in conflict; and WHEREAS,in order to assist residents of the Country Club Park area eliminate septic systems and move forward with related property improvements prior to annexation of the area to the City,the City has entered into several outside sewer service agreements with various property owners in this area to permit them to connect to the City’s sewer system subject to certain conditions of cost-sharing,infrastructure construction and consent to future annexation; and WHEREAS,the Outside Sewer Service Agreement (“Agreement”),attached hereto and incorporated herein as Exhibit A,addresses issues relating to extending sewer service to unincorporated County area such as waiving future protests against proposed annexation,payment of sewer connection and service fees,cost-share of public improvements and additional sewer facilities needed to serve the area,and construction and maintenance of a sewer lateral for the property; and WHEREAS, the Agreement has been reviewed and accepted by the property owners; and WHEREAS,staff recommends approval of the Agreement to be executed with the property owners of 296 Country Club Drive (APN 013-123-010). NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council approves an Outside Sewer Service Agreement,attached hereto and incorporated herein as Exhibit A, to be executed with the property owners at 296 Country Club Drive (APN 013-123-010). BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute the agreement on behalf of the City of South San Francisco and to make minor amendments and modifications thereto that do notCity of South San Francisco Printed on 7/14/2021Page 1 of 2 powered by Legistar™ File #:21-257 Agenda Date:4/28/2021 Version:1 Item #:6a. of the City of South San Francisco and to make minor amendments and modifications thereto that do not substantially alter the terms of the agreement or increase the City’s obligations,subject to approval by the City Attorney, and to record the agreement in the San Mateo County official records upon execution. BE IT FURTHER RESOLVED that the resolution shall become effective immediately upon its passage and adoption. ******* City of South San Francisco Printed on 7/14/2021Page 2 of 2 powered by Legistar™ 3498640.1 Recorded at the Request of, and Return to: City Clerk City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 With a copy to: San Mateo LAFCo 455 County Center, 2nd Floor Redwood City, CA 94063 Exempt from Recording Fees per G.C. secs. 6103, 27383 Re: APN: 013-123-010 OUTSIDE SEWER SERVICE AGREEMENT RECITALS WHEREAS, the City of South San Francisco, California, a municipal corporation (“City”) owns and operates public sewer facilities within its boundaries; and, WHEREAS, Xavier Ocafrain & Catherine Ocafrain (“Owner”) are the owners of property located at 296 Country Club Drive SSF, CA 94080 County of San Mateo (“Parcel”), which property is outside the boundaries of the City and is therefore not entitled to connect to or use City’s sewer facilities, but is within the City’s Sphere of Influence as defined under state law; and, WHEREAS, the property is identified as APN 013-123-010 by the San Mateo County Assessor; and, WHEREAS, Owner desires the Parcel to receive sewer services from the City; and, WHEREAS, City has agreed to allow such sewer connection and provide sewer services subject to the terms and conditions of this Outside Sewer Services Agreement (“Agreement”); and WHEREAS, on _____________________, the City Council of the City adopted a Resolution approving this Agreement which would enable the application to the San Mateo Local Agency Commission (LAFCo) requesting approval for extension of sewer services to the Parcel pursuant to Government Code Section 56133; and WHEREAS, on 03/12/2021, Owner has submitted such application to the San Mateo LAFCo requesting approval for receiving sewer services from the City; and 3498640.1 WHEREAS, as a condition to said sewer service connection or increase, LAFCo has required the Owner to evidence consent to annexation to the City and waiver of protest to such annexation in the event the Parcel were to be proposed for annexation to the City; and WHEREAS, Owner desires to evidence such consent and waiver as aforesaid; and WHEREAS, Owner understands that any future annexation to the City is subject to any and all City rights and determinations, whether legislative, quasi-judicial, administrative, or however characterized, with respect to any proposed annexation of the Parcel to the City. Now, therefore, City and Owner agree as follows: AGREEMENT Owner is hereby authorized to connect to City’s sewer line, located within the right of way running along Dorado Way, subject to the following conditions: 1. Consent to Future Annexation. In the event the Parcel shall be proposed for annexation to the City, Owner hereby consents to said annexation, and hereby waives Owner’s rights to protest such annexation pursuant to the provisions of law governing such annexations. a. Taxes or Other Charges. In the event annexation of the Parcel to the City shall be duly approved by all agencies having jurisdiction thereof, Owner agrees that the Parcel shall be subject to any and all general, special, extraordinary, or additional taxes or assessments, or any and all general, special extraordinary, or additional service charges, fees, or rates, levied against, imposed upon, or otherwise pertaining to the Parcel by any and all agencies, including the City, having jurisdiction thereof in the same fashion as other like property located within the territorial limits of the City. 2. Improvements in the Event of Annexation. If a request for annexation is approved by the San Mateo Local Agency Commission (“LAFCo”) the Parcel is annexed to the City of South San Francisco, Owner, on behalf of themselves, their successors and assigns, agrees to comply with either of the following conditions: a. Design and construct public improvements including sidewalk, curb and gutter improvements for the Parcel. Accordingly, Owner shall, upon the request of City an in a form provided by the City, execute a subsequent Deferred Improvement Agreement guaranteeing the construction of such public improvements and compliance with other permitting, security, and regulatory requirements for constructing the improvements. A form Deferred Improvement Agreement template is attached to this Agreement as Exhibit A and incorporated herein by this reference; or alternatively, b. Pay for the design and construction of public improvements including sidewalk, curb and gutter improvements for the Parcel, by paying a one-time charge, hereafter called a “public improvements fee,” for the purpose of funding construction of said improvements from the property to the centerline of the street or roadway, covering one-half of the street or roadway. The public improvements fee shall be a figure 3498640.1 representing the cost of constructing such improvements from the property to the centerline of the street or roadway. Thus, as an example only, if the cost for constructing a sidewalk, driveways, curbs, gutters, two-inch grind overlay to the centerline, design costs, and contingency for a property is estimated to be $270 per foot, the cost of constructing said improvements would be approximately $121,500. 3. Owner, on behalf of themselves, their administrators, heirs, assigns, and transferees, agrees to pay a pro-rata share of construction of new sewer facilities installed, owned and operated by City, if the City secures the funding for such facilities, for the purpose of providing sewer service to the area, including the Parcel, known as 296 Country Club Drive, South San Francisco, California, 94080. a. Accordingly, Owner agrees to participate in an assessment district to fund construction of new sewer facilities serving the Parcel, or b. Alternatively, pay a one-time charge, hereinafter referred to as the “frontage fee”, for the purpose of funding construction of said new facilities. The frontage fee shall be a figure representing one-half of the cost of said improvements, apportioned to each parcel served in a pro rata fashion, and then applied to individual parcels according to the amount of each parcel’s frontage to the City’s facilities, measured in lineal feet. Thus, as an example only, if the frontage fee were established in the amount of $244 per foot, a parcel that has 100 feet of frontage will pay $24,400. 4. Owner shall, where a sewer lateral does not exist to serve the property directly, construct the sewer lateral at their sole cost and expense. Owner shall obtain all applicable permits, including any construction and encroachment permits, prior to commencing construction. All work shall be in accordance with plans and specifications approved by the City, and Owner shall reimburse the City for all costs of engineering and inspection incurred by the City for the sewer lateral extension. In addition, Owner shall obtain a permit from the City to connect to the sewer lateral and shall pay all applicable permit charges prior to beginning any on-site construction. Further, Owner shall be responsible for the maintenance, repair and replacement of the sewer lateral. 5. Owner agrees to pay a one-time sewer capacity charge fee and sewer services fee as follows: a. Owner will be charged, and shall pay, (1) a one-time sewer capacity charge fee; and (2) an annual sewer service charge, both under then-applicable schedules of rates and charges, as may be amended from time to time. b. Should Owner fail or refuse to pay the sanitary sewer charges required herein on or before the due date, the City may elect to collect said charges by commencement of a suit within 30 days after demand for payment and Owner shall pay all costs of the suite and reasonable attorney’s fees incurred therewith. As an alternative remedy, the City may require Owner to disconnect from the City’s sanitary sewer system at Owner’s sole cost and expense. 3498640.1 6. The sewer connection and subsequent service provided under this Agreement is limited to existing legal lots of record as of October 30, 2018, or lots existing on the Parcel as of the date of this Agreement, whichever is fewer. City is under no obligation to provide additional hookups or service to subsequently created lots on the Parcel. This requirement is not intended to prohibit a lot line adjustment, so long as it does not result in creation of lots exceeding in number the lots which existed on the Parcel on October 30, 2018, or lots existing on the Parcel as of the date of this Agreement, whichever is fewer. 7. The Owner shall pay for all City costs in connection with preparing and processing this Agreement, and with processing the Owner’s application for sewer services. The Owner shall deposit with the City $5,000 to cover initial cost and pay the remainder of any costs over $5,000 prior to recordation of the Agreement by the County of San Mateo. The deposit shall not be refundable if Owner withdraws the application after making the deposit. 8. Owner shall conform to the current City standards for sewer lateral construction, maintenance and inspection including those set forth under South San Francisco Municipal Code Chapter 14.14, most currently in effect and as may be amended from time to time, between the City main and the Parcel. Owner shall be responsible for the costs necessary to perform any inspections, testing, repairs, reconstruction, replacement, and/or clean out installation as required by the City Engineer to conform the sewer lateral to current City standards. 9. For all future developments and constructions on the Parcel, Owner agrees to conform to the relevant height, aircraft noise, and safety policies and compatibility criteria contained in the most recently adopted version of the San Mateo County Comprehensive Airport Land Use Plan for the environs of San Francisco International Airport. 10. Owner shall and does hereby agree to hold the City, its officers, agents and employees free and harmless from any claim or action arising out of this Agreement, and the said connection to the City’s sanitary system and/or the connection into the City’s sanitary sewer system, and owner shall and does hereby agree to defend any or all such claims and actions and to indemnify the City for any losses sustained as a result thereof. 11. The parties hereto acknowledge that this Agreement is subject to approval by LAFCo, and shall not be effective absent such approval. Owner agrees to prepare all necessary application materials, and to pay all required fees, in connection with City’s application to LAFCo for approval of this Agreement. If LAFCo agrees that their approval is not required, owner shall provide a letter from LAFCo indicating this. 12. The covenants and conditions contained in this Agreement shall inure to the benefit of and bind the respective parties hereto and their successors, heirs, assigns, and transferees, and all covenants shall apply to and run with the land. 13. City and Owner agree that a copy of this Agreement shall be recorded with the County recorder of San Mateo County to give constructive notice of its terms, and that this Agreement shall not be effective until such recording. 14. This Agreement represents the final expression of the parties hereto with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement. No 3498640.1 modification of this Agreement shall be effective unless and until such modification is evidenced by a writing signed by both parties. 15. CAPTIONS. Paragraph headings as used herein are for convenience only, and shall not be deemed to affect the meaning or intent of the paragraph headed thereby. IN WITNESS WHEREOF, the parties have executed this Agreement, as of the date set forth below. CITY OF SOUTH SAN FRANCISCO ___________________________________ Charles Michael Futrell, City Manager ATTEST ___________________________________ Rosa Acosta, City Clerk APPROVED AS TO FORM ___________________________________ City Attorney PROPERTY OWNER(S) ____________________________________ (signature) ______________________, Property Owner (printed name) ____________________________________ (signature) ______________________, Property Owner (printed name) Recorded at the Request of, and Return to: Exempt from Recording Fees per G.C. secs. 6103, 27383 Re: APN: ____________________________ DEFERRED IMPROVEMENT AGREEMENT FOR OUTSIDE SEWER SERVICES This Deferred Improvement Agreement (“Agreement”) is made and entered into this ________ day of ______________, 2019 (“Effective Date”), by and between City of South San Francisco (hereinafter the "City"), and______________ (hereinafter "Owner"). The City and the Owner are collectively referred to herein as the “Parties.” R E C I T A L S A.Owner owns certain real property located in the City of South San Francisco, County of San Mateo, State of California, commonly referred to as APN: _______________. The parcel is hereinafter referred to as the “Subject Property”. B.The Subject Property is outside the boundaries of the City and is therefore not entitled to connect to or use City’s sewer facilities, but it is within the City’s sphere of influence as defined by state law. C.The Owner desires to utilize the Subject Property’s existing sewer connection in order to receive sewer services from the City, and the City and Owner have executed an Outside Sewer Service Agreement, attached hereto and incorporated as Exhibit A. D.A condition pursuant to the Outside Sewer Service Agreement for the Subject Property require the Owner to complete the following public improvements: _________________________________________________________________________ (hereinafter the “Improvements”) upon annexation of the Subject Property to the City. Owner shall be responsible for the cost of designing and constructing the Improvements when requested by the City as outlined in Section 2 below. E.City requires Owner to enter into this Agreement to ensure that the Improvements shall be designed and constructed by Owner pursuant to the terms hereof upon annexation of the Subject Property to the City. City also requires Owner to obtain all EXHIBIT A necessary permits for access and construction of the Improvements, and to enter into any other necessary agreements to allow for the construction of the Improvements. F. Owner is willing to enter into this Agreement to design and construct the Improvements at a later date upon annexation of the Subject Property to the City, and under the terms and conditions set forth herein. A G R E E M E N T NOW, THEREFORE, BE IT AGREED as follows: 1. RECITALS. The foregoing recitals are true and correct and are incorporated into this Agreement by this reference. 2. IMPROVEMENTS TO BE CONSTRUCTED. Owner agrees to design and construct or cause to be constructed the Improvements outlined in Recital D above. The Improvements shall conform to all applicable local, state and federal laws, and standards in effect at the time of construction, and shall be completed in a manner satisfactory to the City Manager or designee. 3. TIME OF CONSTRUCTION. Owner’s obligation to design and construct or cause to be constructed the Improvements shall commence upon a request for annexation is approved by the San Mateo Local Agency Commission (“LAFCO”) and the Subject Property is annexed to the City of South San Francisco. Upon annexation of the Subject Property, Owner shall design and construct or cause to be constructed the Improvements within the time set forth in a written demand from the City Manager or designee, who shall have the sole and exclusive right and power to determine the date at which construction of the Improvements shall commence and be completed; provided, however, that Owner shall be given at least _____ days after notification to complete the work. 4. COST OF CONSTRUCTION. The Improvements shall be designed and constructed at the sole cost and expense of Owner, and Owner shall pay such connection, inspection, and other fees as shall at the time be required by any ordinance and resolutions of the City. The total estimated cost of construction is _______________ ($______________), which includes costs of constructing the Improvements and for inspection, testing, permits, and City administration. 5. APPROVAL BY THE CITY. All work required under this Agreement shall be subject to inspection by the City and shall not be deemed complete until the City has indicated in writing that the Improvements have been completed in a satisfactory manner and in accord with all applicable local, state, and federal standards then in effect. Notwithstanding the foregoing, City inspection, approval or acceptance of the Improvements shall not relieve the Owner of its obligations to fulfill this Agreement as provided herein, nor shall the City be estopped from bringing any action for damages arising from Owner’s failure to comply with the terms and conditions of this Agreement. 6. ONE YEAR REPAIR AND WARRANTY PERIOD. For a period of one year from the date the City approves the completed Improvements, Owner agrees to maintain the Improvements and repair any defects or unsatisfactory work to the reasonable satisfaction of the City Engineer. The City shall provide written notice of any repair or correction work which, in the reasonable opinion of the City Engineer, must be completed. If within the one- year period Owner fails, refuses or neglects to complete any such repairs or corrections within 30 days of receipt mailing by Owner of written notice from the City, or such reasonably longer period if the repair or correction work cannot be reasonably completed within such 30 day period, the City may complete the work and recover the reasonable cost and expense of doing so from Owner, including proceeding against the security posted by Owner as required in section 6 below. 7. SECURITY a. Owner will be required, prior to commencing construction of the Improvements and at the sole discretion of City, to execute and deliver to City the following bonds: (1) Faithful Performance Bond. Owner shall submit a corporate surety bond in the amount of 100% of the total estimated cost of construction of the Improvements indicated in Section 3, guaranteeing the faithful performance of this Agreement. The bond shall be executed as surety by a corporation authorized to issue surety bonds in the State of California and shall be in a form and with a surety approved by the City Attorney. Any additions, alterations or modifications to this Agreement or the plans and specifications including any extension of time within which the Improvements may be completed, shall not release or exonerate the surety(ies) on the bond. (2) Labor and Materials Bond. Owner shall submit a corporate surety bond in the amount of 100% of the total estimated cost of construction of the Improvements as indicated in Section 3, guaranteeing the payment of all persons for labor or materials furnished in the construction of the Improvements. The bond shall be executed as surety by a corporation authorized to issue surety bonds in the State of California and shall be in a form and with a surety approved by the City Attorney. (3) Maintenance Bond. Before the City’s acceptance of the Improvements, Owner shall deposit with the City either cash or an acceptable corporate surety bond in the amount of 50% of the estimated cost of construction of the Improvements indicated in Section 3, as security for maintenance of the Improvements and to guarantee the Improvements against any defective work or labor done, or defective materials used in the work. b. As a part of the obligation guaranteed by the security, and in addition to the full amount of the security, there shall be included costs and reasonable expenses and fees, including attorneys’ fees, incurred by the City in enforcing the obligations secured. 8. OWNER'S WARRANTY. The undersigned warrants to City that Owner is the sole titleholder to the Subject Property, and that the signatory is authorized to execute this Agreement on behalf of the Owner. 9. ENCROACHMENT PERMIT; OTHER PERMISSIONS; PREVAILING WAGES. a. Encroachment permit. For any work done in the public right-of-way, Owner shall obtain an encroachment permit from the City and shall, at its sole cost, furnish the City with the required certificates of insurance and endorsements for review and approval by the City before the start of any work, and shall maintain insurance throughout the duration of the Agreement. Owner will obtain any and all other permits that may be required to complete the Improvements, including, but not limited to, permits from __________________. b. Prevailing wages. If it is determined that Owner is required to pay prevailing wages for the work performed under this Agreement, the Owner shall pay all penalties and wages as required by law. 10. HOLD HARMLESS. To the fullest extent permitted by law, Owner shall hold harmless and, upon request, promptly and fully protect, defend and indemnify City and its officers, agents, and employees from any liability or claims, including any actions at law or equity, for personal injury, including death, to any person or damage to any property arising out of the acts or omissions of Owner or of any officer, agent or employee of Owner or any contractor or subcontractor of Owner during (i) the construction or subsequent use of the Improvements, or (ii) caused in whole or in part by any activity authorized or required by this Agreement, or the performance or nonperformance of the work. 11. DEFAULT. a. Owner shall be deemed to be in default of this Agreement if Owner or any officer, agent or employee of Owner fails to comply with any of the provisions of this Agreement and to remedy such failure within ten (10) calendar days of receipt of written notice from City specifying the nature of such failure. The determination as to whether such default has occurred shall be made by the City Manager or designee. b. If the default relates to a failure of Owner to complete the Improvements in accordance with the terms of this Agreement, City may, after first giving the Owner at least ten (10) days prior written notice of its intent to do so, elect to construct or arrange for the construction of the Improvements on behalf of and at the expense of Owner. Should City elect this option, City shall be entitled to recover from Owner the actual cost to City of completing the Improvements, plus an administrative fee of 5% of the actual cost. City shall make a written demand for such costs and fee on or after the time the Improvements are deemed complete. In the event Owner fails to pay the costs and fee so demanded within ten (10) days of receipt of the demand, the amount of the costs and fee shall become a personal obligation of the Owner and a lien against the Subject Property. City may enforce such a lien by judicial foreclosure or any other proceeding authorized by law. If the Subject Property is subdivided at the time the lien is imposed, the amount of the lien shall be divided proportionately among the various parcels. c. In the event that City serves a notice of default upon Owner’s surety, Owner’s surety shall have the duty to take over and complete the Improvements herein specified; provided, however, that if the surety, within five (5) days after such notice by City fails to provide City with a written acknowledgment that the surety will take over and complete such Improvements, then by further written notice to the surety by City, City may elect to take over the work and prosecute the same to completion, by contract or by any other method City may deem advisable, for the account and at the expense of the Owner and Owner's surety. Owner and Owner's surety shall be liable to the City for any cost or damages occasioned City thereby, including those costs and reasonable expenses including attorneys’ fees; and in such event, City, without liability for so doing, may take possession of, and utilize in completing the Improvements, such materials, appliances, plans and other property belonging to Owner as may be on the site of the work and necessary therefore. 12. ATTORNEY FEES. Should it become necessary for either party hereto to institute legal action against the other to enforce any part of this Agreement or any lien arising thereunder, all reasonable costs and expenses incurred by the prevailing party in successfully enforcing this Agreement or lien shall be paid by the non-prevailing party, including reasonable attorney fees. All such costs, expenses and fees shall be taxed as costs and included in any judgment rendered, and may also become a lien on the Subject Property. 13. AGREEMENT BINDING ON SUCCESSORS IN INTEREST. The provisions of this Agreement are for the benefit of the Subject Property as well as for the protection of the health, safety, and welfare of the residents of the City. For this reason, such provisions are intended to bind, and shall bind the heirs, executors, administrators, grantees and any other assignees or successors in interest of the Owner; and any burden imposed by such provisions shall run with the Subject Property. 14. RECORDATION. Immediately following execution, this Agreement shall be recorded by City in the Official Records of the County Recorder of the County of San Mateo. 15. NOTICES. All notices given by City to Owner pursuant to Paragraphs 2 and 10 of this Agreement shall be by personal service or sent by certified or registered mail, return receipt requested, with delivery restricted to addressee only. The date of delivery on the return receipt shall be conclusive upon all parties to this Agreement. All other notices, demands, requests, consents, approvals or communications that either party desires or is required by this Agreement to give to the other shall be in writing and either served personally or sent by prepaid, first-class mail. Notice mailed in this manner shall be conclusively deemed communicated within forty-eight (48) hours from time of mailing. Either party may change its address by notifying the other party in writing. Until notification of such change has been received, all notices sent under this Paragraph shall be addressed as follows: Owner: xxx Attn: xxx xxx xxx City: City of South San Francisco Attn: xxx xxx 16. INTERPRETATION. The parties agree that they have carefully reviewed this Agreement, have consulted independent counsel if they saw fit or have independently elected not to do so. The doctrine that any ambiguities in a contract are to be resolved against the drafting party, shall not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. This Agreement shall be interpreted and construed according to the domestic laws of the State of California, without regard to the choice of law doctrine. 17. SEVERABILITY. If any part, term, or provision of this Agreement is held by any court to be unlawful and void, the validity of the remaining portions shall not be affected and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be invalid. 18. MODIFICATION. This Agreement may be modified or amended only with the prior written consent of the parties, or their successors in interest. Such modifications and amendments shall be executed with the same formality as this Agreement, shall be recorded, and shall be interpreted as provided in this Agreement. 19. EFFECTIVE DATE. This Agreement shall become effective on the date of execution, which shall be deemed to be the date first written above. 20. QUITCLAIM DEED. Upon performance of Owner’s obligations under this Agreement, City agrees, if requested by Owner, to execute, acknowledge and deliver a quitclaim deed to Owner within thirty (30) days after performance and to execute, acknowledge and deliver any other documents required by any title company to remove the cloud of this Agreement from the title to the Subject Property. IN WITNESS WHEREOF, the parties hereto have hereunto executed this Agreement on the date hereinafter indicated. [SIGNATURES ON THE FOLLOWING PAGE] CITY ____________________________________ Charles Michael Futrell, City Manager ATTEST ____________________________________ Rosa Acosta, City Clerk APPROVED AS TO FORM ____________________________________ City Attorney Owner ____________________________________ [NAME], Property Owner 3380057.1 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-281 Agenda Date:4/28/2021 Version:1 Item #:7. Report regarding a resolution authorizing the acceptance of $11,600 in federal Library Services and Technology Act funding via the California State Library to support Virtual STEAM programming at the Library and approving Budget Amendment 21.048. (Adam Elsholz, Assistant Library Director) RECOMMENDATION It is recommended that the City Council adopt a resolution authorizing the acceptance of $11,600 in federal Library Services and Technology Act (LSTA)funding via the California State Library to support Virtual Science,Technology,Engineering,Art,Math (STEAM)programming at the Library and approving Budget Amendment 21.048. BACKGROUND/DISCUSSION South San Francisco Public Library has been awarded $11,600 in federal Institute of Museum and Library Services (IMLS)LSTA funds administered by the California State Library for a series of virtual STEAM programs aimed at supporting at-risk elementary school children between 3rd and 5th grades to increase their reading skills,provide STEAM skills and career learning opportunities and bridge the digital divide.While the library is not currently providing in-person programs,using a virtual platform creates an opportunity for youth to connect and engage with their peers outside of the standard distance learning classroom.Interactive STEAM programs such as the Girls Who Code program the Library offers for older children provide more opportunities for students to connect and work together,supporting their social and emotional learning as they develop healthy relationships with their peers. The project work plan includes presenting five virtual programs with approximately 20 children at each program.Each participant will receive a boxed STEAM-themed kit.These kits will be curated by library staff and placed in a box ready for participants to pick up via curbside or by appointment.Each month,we will provide a letter-based STEAM theme,e.g.April will be Science-themed;May will be Technology-themed;June will be Engineering-themed,and so on.Each boxed kit will contain a book to supplement the topic, instructions, supplies needed for participation in the virtual activity, and a detailed schedule for the day. Each month,a special guest will be featured.This could be a performer or presenter with a background in STEAM to enrich the learning experience.The special guest program builds on the author engagement connection that will be organized by the California State Library and IMLS.To encourage further exploration of the topic,we will also provide online and supplemental reading resources.Finally,we will conduct pre-and post-surveys for each program. FISCAL IMPACT Grant funds will be used to amend the Library Department’s current FY 2020-21 Operating Budget per Budget Amendment 21.048. Receipt of these funds does not commit the City to ongoing funding. RELATIONSHIP TO STRATEGIC PLAN A Virtual STEAM programming series will address the digital divide and provide enhanced literacy,technology and enrichment programming for local students.The strengthening of learning programs fits in the City’s City of South San Francisco Printed on 4/23/2021Page 1 of 2 powered by Legistar™ File #:21-281 Agenda Date:4/28/2021 Version:1 Item #:7. and enrichment programming for local students.The strengthening of learning programs fits in the City’s Strategic Plan under Priority #1: Recover from Global Pandemic and Priority #3: Quality of Life. CONCLUSION Receipt of these funds will enable the Library to provide Virtual STEAM programming for local students in grades three -five.It is recommended that the City Council accept $11,600 in grant funding and approving Budget Amendment 21.048. City of South San Francisco Printed on 4/23/2021Page 2 of 2 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-282 Agenda Date:4/28/2021 Version:1 Item #:7a. Resolution authorizing the acceptance of $11,600 in federal Library Services and Technology Act grant funding via the California State Library to support Virtual STEAM programming at the Library and approving Budget Amendment 21.048. WHEREAS, the Library Department’s Five Year Strategic Plan includes a goal of strengthening community quality of life by the strengthening of learning programs; and WHEREAS, the Library Department was awarded Library Services and Technology Act grant funding, administered by the California State Library, in the amount of $11,600 to support Virtual Science, Technology, Engineering, Art, Math (STEAM) programming; and WHEREAS, funding will be used for a series of virtual STEAM programs aimed at supporting at-risk elementary school children between 3rd and 5th grades; and WHEREAS, interactive STEAM programs increase students reading skills, provide STEAM skills and career learning opportunities and bridge the digital divide; and WHEREAS, staff recommends the acceptance of grant funding in the amount of $11,600 from the California State Library to develop a curriculum of five virtual programs and a boxed STEAM-themed kit for each student participant; and WHEREAS, the foregoing grant funds will be used to amend this year’s operating budget of the Library Department. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby accepts $11,600 in grant funding from the California State Library, and amends the Library Department’s FY 2020-21 operating budget through Budget Amendment 21.048 in order to reflect an increase of $11,600. ***** City of South San Francisco Printed on 4/30/2021Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-284 Agenda Date:4/28/2021 Version:1 Item #:8. Report regarding adoption of a resolution demonstrating compliance with the Surplus Land Act (Tony Rozzi, Chief Planner) RECOMMENDATION Staff recommends that the City Council adopt a Resolution to Demonstrate Compliance with the Surplus Land Act and Satisfy the Requirement of the Metropolitan Transportation Commission for recipients of OBAG 2 Grant Funding. BACKGROUND/DISCUSSION Codified at Government Code sections 54220-54233,the Surplus Lands Act was enacted in 1968 and contains procedures for disposition by sale or lease of surplus properties by local agencies.Surplus land is land owned by a local agency that is determined by formal action to be no longer necessary for the agency’s use,except land being held by the agency for the purpose of exchange or which is exempt under the Act,such as land less than 5,000 square feet,less than the minimum legal residential lot size,or land that has no record access and is less than 10,000 square feet. Prior to Assembly Bill (AB)2135 (2014),the Act required the City provide notice to and negotiate in good faith to sell or lease surplus property for the development of affordable housing,parks,or school development.If the price or terms of a lease or sale cannot be agreed upon within sixty (60)days,the City could sell the surplus land for fair market value to any interested party.AB 2135 added provisions to the Act to prioritize affordable housing development on surplus lands, including the following: 1.It extended the good faith negotiation period to ninety (90) days; 2.Deepened affordability requirements where an affordable housing project is developed on the site; and 3.Added a requirement that if negotiations with one of the specified entities are unsuccessful,then any residential development on the surplus land over 10 units must make at least 15%of the units affordable. The Act was further amended in 2019 by AB 1486 and AB 1255 to include notice,use restrictions,and reporting requirements.As currently in effect,the Act requires local agencies to notify other public agencies such as parks and recreation agencies and school districts and certain nonprofit housing developers,and to engage in good faith negotiations with these entities prior to disposing of surplus property.Additionally,in disposing of surplus land,local agencies may not disallow residential use,reduce the allowable number of residential units on the lot,or require any conditions that would have a substantial adverse effect on the viability of affordable housing projects.Local agencies are also prohibited from including residential use restrictions as terms of sale unless the agency makes findings of specific adverse impact that would occur without such restrictions.Finally,local agencies are also required to report a potential surplus property disposition to the Department of Housing and Community Development (HCD)prior to agreeing to the terms of the sale.HCD has the ability to review and determine whether the proposed disposition violates the Act.The disposition of surplus land undertaken by the City complies with the Surplus Land Act, as amended. The Metropolitan Transportation Commission (MTC)requires that cities and counties that have applied for aCity of South San Francisco Printed on 4/23/2021Page 1 of 2 powered by Legistar™ File #:21-284 Agenda Date:4/28/2021 Version:1 Item #:8. The Metropolitan Transportation Commission (MTC)requires that cities and counties that have applied for a One Bay Area Grant 2 (OBAG 2)grant adopt a resolution affirming compliance with the Surplus Land Act as amended by AB 2135,effective January 1,2015,and as may be subsequently amended.Although the City of South San Francisco has complied with the Act as amended by AB 2135 and subsequent amendments,no record of such a resolution could be found and the City is currently applying for a MTC grant that must show compliance with this provision by May 21, 2021. It should be noted that the City must comply with this State law whether or not the City adopts a resolution. Adoption of the resolution simply makes the City eligible for OBAG 2 grant funding consideration. FISCAL IMPACT Fiscal impact will be on a project by project basis depending on grant matching fund requirements.There is no fiscal impact to adopt this resolution, however. RELATIONSHIP TO STRATEGIC PLAN The City will continue to improve the City and remain consistent with Priority #5 Economic Vitality with grants that can implement the vision of the General Plan. CONCLUSION Staff recommends that the City Council adopt the resolution and affirm its compliance with the Surplus Land Act. City of South San Francisco Printed on 4/23/2021Page 2 of 2 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-285 Agenda Date:4/28/2021 Version:1 Item #:8a. Resolution of the City Council of the City of South San Francisco Affirming Compliance with the Surplus Land Act WHEREAS, the City of South San Francisco is a municipal corporation and general law city duly organized and existing under and pursuant to the Constitution and laws of the State of California (“City”), located in the San Francisco Bay Area; and WHEREAS, the San Francisco Bay Area region (“Bay Area”) has the highest housing costs in the United States; and WHEREAS, the Bay Area produced less than 30% of the need for low- and moderate-income housing units from 2007-2014; and WHEREAS, there are limited funding sources available to secure land for the construction of low- and moderate income housing; and WHEREAS, public lands can play a critical role in increasing the supply of land for affordable housing; and WHEREAS, the Metropolitan Transportation Commission (“MTC”) adopted Resolution No. 4202, outlining the programming policy and project selection criteria for the One Bay Area Grant Program (“OBAG 2”), including certain requirements to access these funds; and WHEREAS, one of these criteria requires cities and counties applying for and receiving funds through OBAG 2 adopt a surplus land resolution verifying compliance with the Surplus Land Act as amended by Assembly Bill (AB) 2135, effective January 1, 2015, and as may be subsequently amended; and WHEREAS, the City of South San Francisco complies with the general laws of the State of California, including the Surplus Land Act as amended by AB 2135 and subsequent amendments including AB 1486 & AB 1255; and WHEREAS, the City is currently applying for an MTC OBAG 2 grant and in the future may apply for additional OBAG program funds and wishes to certify that any disposition of surplus land undertaken by the City of South San Francisco has and will continue to comply with the California Surplus Land Act, as amended and may thereafter be further amended. NOW, THEREFORE, the City Council of the City of South San Francisco hereby finds, determines, and City of South San Francisco Printed on 5/13/2021Page 1 of 2 powered by Legistar™ File #:21-285 Agenda Date:4/28/2021 Version:1 Item #:8a. resolves as follows: 1.The City Council has considered the full record before it, which may include but is not limited to such things as the staff report, testimony by staff and the public, and other materials and evidence submitted or provided to it. Furthermore, the recitals set forth above are found to be true and correct and are incorporated herein by reference. 2.The City Council hereby affirms that with respect to disposition of surplus land undertaken by it, the City of South San Francisco has complied and will continue to comply with the requirements of the Surplus Land Act, as amended by AB 2135 and subsequent amendments including AB 1486 & AB 1255, and codified at California Government Code § 54220, et seq., as it exists now or may be amended in the future. 3.This resolution shall become effective immediately upon its passage and adoption. ****** City of South San Francisco Printed on 5/13/2021Page 2 of 2 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-291 Agenda Date:4/28/2021 Version:1 Item #:9. Report regarding a resolution determining the continued existence of an emergency and the need to continue emergency repairs in response to the Sign Hill Diamond Fire.(Greg Mediati,Deputy Director of Parks and Recreation) RECOMMENDATION It is recommended that the City Council adopt a resolution determining the continued existence of an emergency and the need to continue emergency repairs in response to the Sign Hill Diamond Fire. On October 16,2020 at 11:54 a.m.,a fire ignited on Sign Hill originating on the western section of the iconic letters.This was the third day of a regional Red Flag Warning with elevated temperatures,reduced humidity, and a steady easterly wind.The wind pushed the fire quickly to the west across the southern face of the hill through the grasses before spreading into the nearby tree groves.The incident commander realized the fire would grow quickly and structures would be threatened.Additional resources were immediately called to the scene to assist. In total,five alarms of fire apparatus from South San Francisco and nearby agencies responded to the emergency.Additionally,an agreement with California Forestry and Fire Department (CalFire)was utilized and provided the City with their associated aircraft,hand crews and wildland firefighting equipment for the incident.The fire burned for nearly three hours before being declared under control.Fire crews remained on site for over two days to ensure all hot spots were extinguished and embers would not reignite.Fortunately,the fire was kept to 16 acres and only caused minor property damage to three homes on Mountain Road,and no one was injured,thanks to the fuel load reduction and fire break work completed in recent years and the fire fighters great efforts. Immediately after the fire,the City Manager’s Office,Parks and Recreation Department,Fire Department and Public Works/Engineering staff met to discuss next steps to prepare the hill for the winter months.On October 22,2020,City Parks and Recreation staff completed a walkthrough and prepared an assessment of the state of the Sign Hill environment and trails to evaluate the scale of fire damage.Based on staff’s assessment,two phases of work were established -short term work to winterize the hill,remove hazards,and make it safe to reopen,and longer term work to expand on the ongoing fuel load reduction and maintain firebreaks on Sign Hill. Due to the emergent nature of the short term work to prepare Sign Hill for wet weather,and potential debris flows,falling trees,or the potential for future fire due to the buildup of fuel in the form of dead trees and brush, it was determined an emergency declaration was needed to expedite the work. At the November 24,2020 Regular City Council Meeting,the City Council adopted a resolution determining the existence of an emergency as a result of the Diamond Fire,and authorized emergency repairs.These repairs largely include the removal of more than 1,500 trees directly impacted by the Diamond Fire for a contract total not to exceed $900,000.Additionally,the City has executed a contract with Acacia Environmental Construction City of South San Francisco Printed on 4/23/2021Page 1 of 3 powered by Legistar™ File #:21-291 Agenda Date:4/28/2021 Version:1 Item #:9. not to exceed $900,000.Additionally,the City has executed a contract with Acacia Environmental Construction to perform immediate slope stabilization and erosion mitigation work on newly exposed and vulnerable sloped areas for a contract total not to exceed $110,559. For historical context,it should be noted that on September 12,2018,the City Council adopted a resolution delegating authority to the City Manager to order any emergency action and enter into necessary contracts pursuant to the provisions and restrictions of Public Contract Code Section 22050. Tree Removals Davey Tree Experts began their work on December 3,2020 focusing on the area near the Ridge Trail known as Seubert Grove.At the time of drafting this report,this portion of the work is largely complete.The next phase of work has begun and is focused on clearing the Iris Trail and Letters Trail of any hazardous trees.In each of these areas,the trees being removed are largely being chipped on site to help with slope stabilization or are safely stockpiled for use in restoration efforts on the hill.Some tree trunks of twelve inches or greater in diameter may be left on the ground perpendicular to the slope of the hill.The smaller brush is being removed so as not to serve as potential fuel for the next fire season.This work is in accordance with CalFire forestry guidance. The Seubert,Eucalyptus,and Ridge Trails have been cleared of hazardous trees within falling proximity to the trails and were opened to the public starting on February 23,2021.At this time the Iris Trail and Letters Trail remain closed as trees are still present near parts of these trails.Parks staff anticipates these trails to open by the end of May.When these areas are made safe,the Parks Division will re-open these two trails and tree work will shift focus to trees adjacent to residences on the hill in a preventative effort for the dry season in 2021.The status of the trails on Sign Hill will be regularly updated on the City’s webpage under the Sign Hill link for residents to access closure information. Tree work is expected to continue through much of 2021.The month of March marked the beginning of bird nesting season,and Parks staff have gone out to bid and have finalized a contract with Wood PLC,a biologist consultant to survey for nesting birds.Performing bird nest surveys will allow for work to continue through the nesting season.Wood PLC will conduct an initial survey on the week of April 19,2021 and perform subsequent surveys every fourteen days through August 2021.While the contract was being finalized,Davey Tree continued to clean up the large number of downed trees that were felled prior to the nesting season.Surveying for bird nests during the tree work is required by the Migratory Bird Act which provides protections to bird habitat.Staff has found it necessary to continue work through the nesting season in order to open all trails to the public within a reasonable timeframe,and to reduce the fuel load that still exists on the hill as much as possible prior to the next fire season. Erosion Control Acacia Environmental Construction was contracted to perform the erosion control efforts on December 11, 2020.Staff met with Acacia’s project team on December 14 to discuss the project’s priorities and phases of work.Erosion control work began on December 28,2020,and consists of installation of check dams in drainage areas and culverts,fiber waddle installation on steep slopes,and hydro-seeding barren areas of the hill with a native seed blend,which in addition to the slope stabilization efforts will help re-establish the hill’s native grassland ecosystem.Additionally,tree stumps and root mass from felled trees will be left in place to City of South San Francisco Printed on 4/23/2021Page 2 of 3 powered by Legistar™ File #:21-291 Agenda Date:4/28/2021 Version:1 Item #:9. help with slope stabilization. Mulch from removed trees was also spread to lessen rain impacts. Acacia Environmental Construction has completed the erosion control work in early February 2021.The hydro- seeding that was installed is already sprouting and beginning to take root as intended,providing crucial stabilization of hillsides and future native habitat for native species. Emergency Continuation Continuation of this emergency is necessary to continue the aforementioned work in response to the Diamond Fire and safely re-open the park as soon as possible.Terminating the work now would leave hundreds of hazardous trees in immediate proximity to paths of travel. As required by Public Contract Code section 22050(c)(1),this emergency tree removal and erosion control project will continue to be placed back on future regular City Council meeting agendas for the Council to review this emergency action and determine whether there is a need to continue the action,until such emergency repairs have been completed and the project terminated.Section 22050 requires the City Council determine the continuance of the emergency by a four-fifths vote.Adoption of the associated resolution authorizes the continuance of the emergency repair work to address the response to the Diamond Fire and related repairs. FISCAL IMPACT Work for the immediate tree work and erosion control measures is estimated to be $1,010,559,though subsequent work is needed to rehabilitate trails and park amenities,and for habitat restoration.Cost estimates for that work are still being calculated. Currently, funding exists outside of the general fund for this project. RELATIONSHIP TO STRATEGIC PLAN This project will contribute to the City’s Strategic Plan under Priority #2 by helping to create sustainable parks and open space areas, and under Priority #4 by enhancing public safety in and around Sign Hill. CONCLUSION Approving the resolution and adopting the findings will authorize the continuation of emergency repair work to address the hazardous conditions as a result of the Diamond Fire on Sign Hill.Staff recommends that the City Council determines that the emergency continues to exist and the emergency action,undertaken pursuant to the City Manager’s delegated authority, remains necessary. City of South San Francisco Printed on 4/23/2021Page 3 of 3 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-292 Agenda Date:4/28/2021 Version:1 Item #:9a. Resolution determining the continued existence of an emergency and authorizing procurement for emergency remediation work relating to fire damage on Sign Hill in South San Francisco. WHEREAS,on September 12,2018,the City Council adopted a resolution delegating authority to the City Manager to order any emergency action and enter into necessary contracts pursuant to the provisions and restrictions of California Public Contract Code Section 22050; and WHEREAS,on October 16,2020,a multi-alarm grass fire broke out on the western section of the iconic letters at Sign Hill in South San Francisco,where multiple recreational trails are located and frequently used by the public; and WHEREAS,the wind pushed the fire quickly to the west across the southern face of the hill through the grasses and spread into the nearby tree groves, killing hundreds of trees which now pose a public safety hazard; and WHEREAS, the fire burned over 16 acres of land and damaged a significant number of trees and trails; and WHEREAS,although the fire has been contained,the damaged trees have since become a falling hazard and trails remain severely damaged or destroyed,creating an extremely dangerous condition for the public and rendering the Sign Hill trails unsafe for trail users, and also required them to be closed to the public; and WHEREAS,at the November 24,2020 Regular City Council Meeting,the City Council adopted a resolution determining the existence of an emergency as a result of the Diamond Fire,and authorized emergency repairs including removal of more than 1,500 trees directly impacted by the wildfire; and WHEREAS,in order to remediate such dangerous conditions,City staff retained consultants and contractors to assess the scope of the damage,recommend corrective action,and undertake or contract for a substantial amount of tree removal and trail repair/remediation work in order to restore the trails and other features of Sign Hill to a safe condition as quickly as possible, and to subsequently re-open them to the public; and WHEREAS,pursuant to the aforementioned delegated authority,the City solicited for and executed a contract with Davey Tree Expert Company,for the emergency removal of more than 1,500 damaged or hazardous trees for a contract total not to exceed $900,000; and WHEREAS,in December 2020,the City solicited for and executed a contract with Acacia Environmental Construction,for the emergency mitigation of potential erosion hazards within fire damaged areas on Sign Hill; and City of South San Francisco Printed on 5/13/2021Page 1 of 3 powered by Legistar™ File #:21-292 Agenda Date:4/28/2021 Version:1 Item #:9a. WHEREAS,the dead trees remain in a precarious and dangerous condition for the public and additional emergency mitigation work is still needed to eliminate the dangerous conditions. FINDINGS WHEREAS, the City Council of the City of South San Francisco hereby finds as follows: A.The above recitals are true and correct and incorporated herein by this reference. B.Pursuant to California Public Contract Code Section 20168,public interest and necessity demand the immediate commencement of the above-described work at Sign Hill in South San Francisco and the expenditure of public money for such work to safeguard life, health and property. C.Pursuant to California Public Contract Code Section 22050 and the authority delegated by the City Council on September 12,2018,and based on substantial evidence presented by the circumstances of the Sign Hill fire and City staff’s assessments,including but not limited to those from the City’s Fire,Police,and Parks &Recreation Departments,the staff report prepared concerning this resolution,and as set forth in this resolution,the City Manager would continue to be authorized to order emergency tree removal,trail repair and related work for the hazardous and threatening conditions at Sign Hill in South San Francisco. D.Terminating the above-described emergency work and let the remaining work at Sign Hill to competitive bidding would jeopardize public health,safety and welfare;risk additional damage to public and private property;and result in the public incurring additional expense,including,but not limited to,additional expense due to delay and further damage,due to the dangerous conditions of the falling trees and damage to trails and other features of the Sign Hill area and such work is necessary to respond to the emergency conditions at Sign Hill.Therefore,it remains that competitive bidding of such work would not produce an advantage for the public. E.Based on evidence presented in the record,the above-described emergency work continues to be statutorily exempt from the requirements of the California Environmental Quality Act (CEQA)pursuant to CEQA Guidelines Section 15269, subparagraphs (b) and (c). NOW,THEREFORE,the City Council of the City of South San Francisco hereby does resolve,by at least a four-fifths vote, as follows: 1.The above recitals and findings are true and correct and hereby declared to be findings of the City Council of the City of South San Francisco. 2.The emergency conditions at Sign Hill in South San Francisco continue to exist and threaten public health,welfare and safety;thus,emergency repair work continues to be necessary to address the hazardous and threatening conditions of the falling trees and destructed trail improvements.The emergency work described in this resolution continues to be exempt from California Public Contract Code competitive bidding requirements pursuant to California Public Contract Code Sections 20168 and 22050. 3.The City Council continues to authorize City staff to procure contracts for the emergency work City of South San Francisco Printed on 5/13/2021Page 2 of 3 powered by Legistar™ File #:21-292 Agenda Date:4/28/2021 Version:1 Item #:9a. 3.The City Council continues to authorize City staff to procure contracts for the emergency work described in this resolution and the City Manager to execute such contracts on behalf of the City,as approved to form by the City Attorney, and to take any other related action necessary to further the intent of this Resolution. 4.City staff is directed,in accordance with California Public Contract Code Section 22050(c)(1),to place on future regular agendas of the City Council an item concerning the emergency work authorized pursuant to this resolution so that the City Council may determine,by at least a four-fifths vote,whether there is a need to continue the emergency work described above or whether such work may be terminated. 5.This resolution shall become effective immediately. 6.Each portion of this resolution is severable.Should any portion of this resolution be adjudged to be invalid and unenforceable by a body of competent jurisdiction,then the remaining resolution portions shall be and continue in full force and effect,except as to those resolution portions that have been adjudged invalid.The City Council hereby declares that it would have adopted this resolution and each section,subsection,clause, sentence,phrase and other portion thereof,irrespective of the fact that one or more section,subsection,clause sentence, phrase or other portion may be held invalid or unconstitutional. ***** City of South San Francisco Printed on 5/13/2021Page 3 of 3 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-308 Agenda Date:4/28/2021 Version:1 Item #:10. Report regarding a resolution authorizing the acceptance of $20,000 from the Broadcom Foundation,via the South San Francisco Friends of the Library,to support STEM programming through the Bay Area STEM Ecosystem and accepting Budget Amendment 21.049.(Valerie Sommer, Library Director) RECOMMENDATION It is recommended that the City Council adopt a resolution authorizing the acceptance of $20,000 in grant funding from Broadcom Foundation,via the South San Francisco Friends of the Library,to support STEM programming through the Bay Area STEM Ecosystem and accepting Budget Amendment 21.049. BACKGROUND/DISCUSSION The Bay Area STEM Ecosystem focuses on increasing equity and access to science,technology,engineering and math learning opportunities for all youth in South San Francisco.As part of the STEM Ecosystem leadership,Community Learning Center (CLC)was selected to spearhead an effort to build on existing work being performed through the California State Library Shared Vision/Bringing the Library to You Out-of-School grant and continuing to build an informal STEM community within South San Francisco and surrounding cities.CLC staff serves on the STEM Ecosystem steering committee,and members of the Library Department, Parks and Recreation Department,South San Francisco Unified School District,Boys and Girls Club of North San Mateo County and other local STEM agencies such as Genentech and California Academy of Sciences participate in the STEM Ecosystem. The Bay Area STEM Ecosystem has been awarded $20,000 from the Broadcom Foundation via the South San Francisco Friends of the Library to fund Bay Area STEM Ecosystem work.The STEM Ecosystem grant would be used to support Early Literacy based on STEM activities,professional development of teachers addressing student learning recovery/distance learning models, and STEM career exploration for teens. FISCAL IMPACT The $20,000 grant was awarded to the South San Francisco Friends of the Library,as a 501(c)(3)nonprofit organization,with the stipulation that the funds be turned over to the City to support the Bay Area STEM Ecosystem.The $20,000 grant will be used to amend the Library Department’s current FY 20-21 Operating Budget per Budget Amendment 21.049. Receipt of these funds does not commit the City to ongoing funding. RELATIONSHIP TO STRATEGIC PLAN The Bay Area STEM Ecosystem focuses on increasing equity and access to science,technology,engineering and math learning opportunities through enriched programming for all youth in South San Francisco.The strengthening of learning programs fits in the City’s Strategic Plan under Priority #3: Quality of Life. CONCLUSION Receipt of these funds will enable the Bay Area STEM Ecosystem to support Early Literacy based on STEM City of South San Francisco Printed on 4/23/2021Page 1 of 2 powered by Legistar™ File #:21-308 Agenda Date:4/28/2021 Version:1 Item #:10. Receipt of these funds will enable the Bay Area STEM Ecosystem to support Early Literacy based on STEM activities,professional development of teachers addressing student learning recovery/distance learning models, and STEM career exploration for teens.It is recommended that the City Council accept $20,000 in grant funding from the Broadcom Foundation via the South San Francisco Friends of the Library and approve Budget Amendment 21.049. City of South San Francisco Printed on 4/23/2021Page 2 of 2 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-309 Agenda Date:4/28/2021 Version:1 Item #:10a. Resolution authorizing the acceptance of $20,000 from the Broadcom Foundation,via the South San Francisco Friends of the Library,to support STEM programming in South San Francisco through the Bay Area STEM Ecosystem and accepting Budget Amendment 21.049. WHEREAS,the City of South San Francisco (“City”)Library Department established the Community Learning Center (CLC) to assist adults and their families in reaching educational goals; and WHEREAS,the Community Learning Center joined the Bay Area STEM Ecosystem to support STEM learning in South San Francisco through partnerships with other STEM agencies; and WHEREAS, the Community Learning Center has been selected as a lead agency for the STEM Ecosystem; and WHEREAS,the Broadband Foundation has awarded the City,through the South San Francisco Friends of the Library,a 501(c)(3)organization dedicated to supporting the Library,$20,000 in grant funding for STEM Ecosystem activities; and WHEREAS,the STEM Ecosystem grant would be used to support Early Literacy based on STEM activities, professional development of teachers addressing student learning recovery/distance learning models,and STEM career exploration for teens; and WHEREAS,funding would be used to enhance the SSF STEM partnership by providing staff training and public programming support to the agencies in the South San Francisco STEM community; and WHEREAS,grant funding will be used to amend the Library Department’s Fiscal Year 2020-21 Operating Budget per Budget Amendment 21.049. NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby accepts $20,000 in grant funding from the Broadcom Foundation via the South San Francisco Friends of the Library to support the Bay Area STEM Ecosystem and approves Budget Amendment 21.049. ***** City of South San Francisco Printed on 4/30/2021Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-330 Agenda Date:4/28/2021 Version:1 Item #:11. Report regarding a resolution accepting the temporary transfer of a Type VI fire engine and equipment valued in the amount of $257,425 from the California Office of Emergency Services (Cal OES);and authorizing the City Manager to enter into an agreement with Cal OES on behalf of the City of South San Francisco.(Jess Magallanes, Fire Chief) RECOMMENDATION It is recommended the City Council adopt a resolution accepting the temporary transfer of a Type VI fire engine and equipment valued in the amount of $257,425 from the California Office of Emergency Services (Cal OES);and authorizing the City Manager to enter into an agreement with Cal OES on behalf of the City of South San Francisco. BACKGROUND/DISCUSSION The Fire Department recommends accepting the temporary transfer of a Type VI fire engine and associated equipment from the California Office of Emergency Service (Cal OES).As a result of the Governor’s Blue- Ribbon Commission in 2003 Fire Siege,the Governor’s Office of Emergency Services,Fire and Rescue Division has purchased seventy-nine Type VI fire engines.These fire engines will be assigned within different Cal OES Regions throughout the State. The South San Francisco Fire Department (SSFFD)has expressed interest to Cal OES and has been chosen as a transferee agency for one of the Type VI engines.There is only a small cost of additional insurance and minor on-going maintenance of $100 or less for the vehicle which the City will be responsible to provide for the transfer of the Type VI engine and equipment.All other costs associated with the vehicle are the responsibility of Cal OES. While in possession of the Type VI engine and equipment the Fire Department will be asked to staff the vehicle with three trained personnel,to respond under the California Fire Assistance Agreement to major wildland fires and other State emergencies when requested.The associated training and responses will improve the Fire Department’s skill and familiarity with the ever-increasing wildland threats facing the State. When not deployed this engine is available for emergency response within our City adding a capability that we do not currently have.The Type VI engine is a smaller,four-wheel drive vehicle on a pick-up chassis,that can pump while moving.This allows for better response to fires on Sign Hill,San Bruno Mountain and areas that are off the main street like railroad spurs and trails East of 101 where it is currently difficult or impossible for us to access with our larger Type I engines.Gaining this capability will allow us to provide better more effective response to fire emergencies in these locations.Five of these Type VI engines have been approved for transfer to fire departments in San Mateo County.SSFFD is one of the five departments.Having these additional assets will help bolster wildland response throughout the County. Since these vehicles are property of Cal OES and the City is only authorizing temporary transfer in the City of South San Francisco Printed on 4/23/2021Page 1 of 2 powered by Legistar™ File #:21-330 Agenda Date:4/28/2021 Version:1 Item #:11. agreement, the vehicles can be returned with 14 days prior notice of cancellation, if the City feels the agreement is not in its best interest. FISCAL IMPACT The Cal OES temporary transfer agreement asks that the City provide insurance for the vehicle and pay for any vehicle maintenance up to $100, all other maintenance cost will be paid for by Cal OES. The City’s Risk Manager has advised that this unit will be covered through the City’s blanket insurance policy. No additional costs are anticipated with this agreement. RELATIONSHIP TO THE STRATEGIC PLAN This request is in alignment with Priority #3,Public Safety;skilled police,fire,emergency medical and disaster management programs. CONCLUSION Fire Staff recommends the City Council adopt a resolution accepting the temporary transfer of a Type VI fire engine and equipment valued in the amount of $257,425 from the California Office of Emergency Services (Cal OES); and authorize the City Manager to enter into an agreement with Cal OES on behalf of the City of South San Francisco. Attachments: State of California, GOVERNOR’S OFFICE OF EMERGENCY SERVICES Fire and Rescue Division, Agreement for Temporary Transfer of Vehicular Equipment-Type VI Fire Engine City of South San Francisco Printed on 4/23/2021Page 2 of 2 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-331 Agenda Date:4/28/2021 Version:1 Item #:11a. Resolution accepting the temporary transfer of a Type VI fire engine and equipment valued in the amount of $257,425 from the California Office of Emergency Services (Cal OES);and authorizing the City Manager to enter into an agreement with Cal OES on behalf of the City of South San Francisco. WHEREAS,the Fire Department recommends accepting the temporary transfer of a Type VI fire engine and associated equipment from the California Office of Emergency Service (Cal OES); and WHEREAS,the Governor’s Blue-Ribbon Commission in 2003 Fire Siege,the Governor’s Office of Emergency Services,Fire and Rescue Division has purchased seventy-nine Type VI fire engines to be assigned within different Cal OES Regions throughout the State; and WHEREAS,the South San Francisco Fire Department (SSFFD)is one of five departments in San Mateo County that has been chosen as a transferee agency for one of the Type VI engines; and WHEREAS,the cost of minor maintenance of $100 dollars or less and insurance for the Type VI engines will be absorbed by the City and all other costs are the responsibility of Cal OES; and WHEREAS,while in possession of the Type VI engine and equipment the Fire Department will be asked to staff the vehicle with three trained personnel,to respond under the California Fire Assistance Agreement to major wildland fires and other State emergencies when requested; and WHEREAS, South San Francisco can return the CAL OES Type VI engine with 14 days prior notice of cancellation; and WHEREAS, no additional costs are anticipated with this agreement. NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby accepts the temporary transfer of a Type VI fire engine and equipment valued in the amount of $257,425 from the California Office of Emergency Services (Cal OES);and authorizing the City Manager to enter into an agreement,attached hereto as Exhibit A and incorporated herein,with Cal OES on behalf of the City of South San Francisco. BE IT FURTHER RESOLVED THAT,by the City Council of the City of South San Francisco that the City Council hereby authorizes the City Manager,or his designee,to take any action consistent with the intent of this resolution. ***** City of South San Francisco Printed on 5/13/2021Page 1 of 2 powered by Legistar™ File #:21-331 Agenda Date:4/28/2021 Version:1 Item #:11a. City of South San Francisco Printed on 5/13/2021Page 2 of 2 powered by Legistar™ GAVIN NEWSOM GOVERNOR MARK S. GHILARDUCCI DIRECTOR 3650 SCHRIEVER AVENUE MATHER, CA 95655 FIRE AND RESCUE DIVISION PHONE: (916) 845-8711 FAX : (916) 845-8396 March 5th , 2021 Jesus Magallanes, Fire Chief 480 No. Canal South San Francisco, CA 94080 Dear Chief Jesus Magallanes You will find enclosed two copies of Assignment of Equipment Form, and Agreement for Temporary Transfer of Vehicular Equipment covering the transfer of Cal OES Fire Engine Number 2606 to the South San Francisco Fire Department. The agreement is effective 04/01/21. Please have the authorized official sign both copies of the above-mentioned documents and return one original set to our office. Cal OES cannot transfer the fire engine to your agency until this signed agreement is returned. Cal OES must also be furnished with a Certificate of Insurance, or a letter certifying self- insurance in the amounts required, in accordance with Paragraph 11 of the Agreement for Temporary Transfer of Vehicular Equipment. If you have any questions regarding this transfer, please feel free to contact our office. Sincerely, BRIAN S. MARSHALL State Fire and Rescue Chief BSM/SB Enclosures Cc: Eric Moore, Region II Fire and Rescue Coordinator Ron Myers, Operational Area Coordinator Vern Brothers, Cal OES Fire and Rescue Deputy Chief, North or South Operations Dave Franklin, Cal OES Fire and Rescue Assistant Chief Mark Courson, Cal OES fire and Rescue Assistant Chief DocuSign Envelope ID: 75444448-8BB0-43FB-8879-3E693178A539 State of California GOVERNOR’S OFFICE OF EMERGENCY SERVICES Fire and Rescue Division 1 10/2020 Agreement for Temporary Transfer of Vehicular Equipment-Type VI Engine AGREEMENT FOR TEMPORARY TRANSFER OF VEHICULAR EQUIPMENT-TYPE VI FIRE ENGINE THIS AGREEMENT, entered into this 04/01/21, by and between the STATE OF CALIFORNIA acting by and between its duly appointed, qualified Director of the Governor’s Office of Emergency Services (Cal OES), hereinafter called the "STATE," and the South San Francisco Fire Department, acting by and through its duly appointed, qualified and acting officers, hereinafter called "TRANSFEREE", W I T N E S S E T H: IT IS HEREBY MUTUALLY AGREED between the parties hereto as follows: 1. The STATE hereby transfers possession to TRANSFEREE and TRANSFEREE hereby accepts possession from STATE of the fire engine and equipment listed on the attached Exhibit "A" which is by this reference made a part hereof, for the period commencing 04/01/21 through 04/01/31, for the following all-hazard events, emergency incidents, civil defense, and disaster purposes, namely: Mutual aid, multiple alarm events and emergency incidents, emergency incidents threatening properties vital to national defense or important military installations, parades and displays, training of regular, volunteer and auxiliary firefighters and temporary standby for assignee's regular fire engine and the regular fire engines of other fire departments while out of service for repairs. a. Vehicle Description: 2020 HME/Ahrens-Fox Type 6 Wildland Fire Engine Vehicle Designation: 2606 Vehicle License Number: 1616864 Vehicle Identification Number: 1FD0W5HT9LED22987 Value of Vehicle: $215,599.00 Value of Hose and Appliances: $41,826.00 b. Equipment inventories (Exhibit "A") may by mutual concurrence of the STATE and TRANSFEREE be changed during the term of this agreement, utilizing property accountability procedures established or approved by the STATE. A. Transfer of Possession The following outlines the steps required to complete the transfer of the fire engine from the STATE to the TRANSFEREE: a. The STATE shall send two copies of the Assignment of Equipment Form and Agreement for Temporary Transfer to the TRANSFEREE for signatures. b. The TRANSFEREE shall obtain the necessary signatures from the Fire Chief. c. The TRANSFEREE shall send the completed Assignment of Equipment Form and Agreement for Temporary Transfer forms back to the STATE. d. The STATE shall then contact the TRANSFEREE to schedule a date for the transfer to take place. e. The TRANSFEREE shall travel to the Cal OES Fire and Rescue Fleet Services DocuSign Envelope ID: 75444448-8BB0-43FB-8879-3E693178A539 State of California GOVERNOR’S OFFICE OF EMERGENCY SERVICES Fire and Rescue Division 2 10/2020 Agreement for Temporary Transfer of Vehicular Equipment-Type VI Engine Division, located at: 3791 Bradview Drive Sacramento, California 95827 f. TRANSFEREE shall be responsible for all travel expenses (to and from) including, vehicle, fuel, food, and lodging. g. The STATE shall provide the TRANSFEREE with a comprehensive training session specific to the operation and maintenance of the fire engine. h. TRANSFEREE shall notify the STATE and the appropriate CAL OES Fire and Rescue Region Assistance Chief(s), Operational Area and Region Dispatch centers of the fire engine assignment and entering the fire engine information into the resource ordering system of record. The following outlines the steps required to complete the return of the fire engine from the TRANSFEREE to the STATE: a. This section does not apply to the return of the fire engine from the TRANSFEREE to the STATE when a new or replacement fire engine is assigned by the STATE to the TRANSFEREE. b. The TRANSFEREE shall notify the STATE of the intent to return the fire engine to the STATE. c. The STATE shall coordinate a pre-inspection to be performed on the fire engine to determine the condition of the fire engine and equipment inventory of equipment. This pre-inspection shall be performed by the Cal OES Fire and Region Division Assistance Chief. d. The TRANSFEREE shall return the fire engine to the Cal OES Fire and Rescue Fleet Services Division, located at: 3791 Bradview Drive Sacramento, California 95827 e. TRANSFEREE shall be responsible for all travel expenses (to and from) including, vehicle, fuel, food, and lodging. f. The STATE shall preform a final inspection on the fire engine and the equipment inventory. B. Housing, Maintenance, Repair and Replacement During the term of this transfer, TRANSFEREE agrees to adequately house in an enclosed secure structure, staff, operate, maintain and repair (consistent with section 2 b.) said fire engine and equipment (hereinafter collectively referred to as the ”fire engine" except where it is desired to refer to equipment alone, in which case the term "equipment" will be used) at its sole cost and expense, save as otherwise expressly provided in this agreement. Fire engine shall be housed on property of the TRANSFEREE in a manner to provide reasonable protection against inclement weather, sabotage, theft or malicious damage. Fire engine shall be maintained in accordance with manufacturer’s recommendations, and in such condition that it is available for immediate emergency use. Maintenance shall include care of hose, batteries, tires, appliances, lubrication and fuel, general cleaning and polishing, minor body repairs and periodic testing. Repairs shall include, without being limited to, motor tune-ups, pump repairs, transmission, differential and all running gears, brake and exhaust systems, cooling devices DocuSign Envelope ID: 75444448-8BB0-43FB-8879-3E693178A539 State of California GOVERNOR’S OFFICE OF EMERGENCY SERVICES Fire and Rescue Division 3 10/2020 Agreement for Temporary Transfer of Vehicular Equipment-Type VI Engine including radiator, pump packing, equipment assigned to apparatus and so forth. a. Repairs up to and including $100.00 for each individual item of repair shall be the responsibility of TRANSFEREE. b. Repairs exceeding $100.00 for each individual item of repair shall be the responsibility of STATE; however, a $100.00 deductible shall apply, unless in the judgment of the STATE the repairs results from misuse or negligence on the part of TRANSFEREE in the maintenance or use of the fire engine, in which event the cost of each such item of repair above $100.00 shall also be the responsibility of TRANSFEREE. In no event shall TRANSFEREE arrange for repairs costing above $100.00 for any item of repair, whether it deems the same to be the responsibility of STATE or TRANSFEREE, without first obtaining authorization in writing from STATE. c. Notwithstanding the foregoing, replacement of hose, batteries and tires shall be the responsibility of STATE, save to the extent STATE deems damage thereto to be the result of negligence or misuse on the part of TRANSFEREE, in which event TRANSFEREE will bear such portion of the replacement cost thereof as the STATE deems equitable. Procurement of tires, hose and batteries is subject to State fiscal policies and procedures, and written approval must be obtained by STATE prior to procurement. d. Maintenance and repairs must be requested and authorized pursuant to Cal OES, Fire and Rescue Division Operations Bulletin # 18, which is here by incorporated into this agreement by reference. e. Repair or replacement of the fire engine transferred hereunder which is consumed, lost, stolen, damaged or destroyed during mutual aid operations when STATE has dispatched or directed the dispatch of said apparatus through Regional or Operational Area Fire and Rescue Coordinators, or when STATE has reassigned said apparatus pursuant to the provisions of paragraph 10 of this agreement, shall be the responsibility of STATE However, in the event that any such loss or damage is due to the negligence of TRANSFEREE, under such circumstances, TRANSFEREE shall be liable therefore to the extent that the STATE deems equitable. TRANSFEREE agrees that it will assume responsibility in full for the repair or replacement of equipment which has been consumed, lost, stolen, damaged or destroyed in operations other than referred to in this paragraph. 3. Inspection of Apparatus TRANSFEREE agrees that representatives of STATE and other authorized State personnel may inspect the fire engine at any time, with or without advance notice. 4. Staffing Reasonable and continual training shall be carried on so that trained personnel shall at all times be available to staff and operate said fire engine. The TRANSFEREE DocuSign Envelope ID: 75444448-8BB0-43FB-8879-3E693178A539 State of California GOVERNOR’S OFFICE OF EMERGENCY SERVICES Fire and Rescue Division 4 10/2020 Agreement for Temporary Transfer of Vehicular Equipment-Type VI Engine shall provide personnel to staff the transferred fire engine per FIRESCOPE ICS standards with the expectation of staffing with three trained fire personnel for out of operational area assignments. Per the California Fire Assistance Agreement, personnel under this Agreement are expected to be available for a minimum of seven (7) days (elapsed time) excluding travel, before needing replacement, regardless of the number of assignments from original dispatch. When local government personnel, staffing the fire engine, are committed to extended assignments there may be a need to replace or rotate personnel. Personnel rotation will follow the direction outlined in the California Fire Assistance Agreement when assigned to an incident within California. Crew rotation for incidents outside of California shall be consistent with the appropriate forest’s agencies policy and coordinated by STATE. 5. Personal Protective Equipment (PPE) and Specialized Equipment In addition to providing the standard complement of firefighting PPE, it shall be the TRANSFEREE’S responsibility to provide its personnel with all other PPE that may be required by NFPA 1901, other NFPA Standards, and 8 CA ADC § 3401 et seq. This shall include, but not be limited to, one Traffic Vest (ANSI / ISEA 207) for each seating position. In addition, we recommend chainsaw chaps be provided. 6. Training Personnel assigned shall meet wildland fire and ICS standards established in the California Incident Command Certification System (CICCS) (January 2014 version) or NWCG 310-1 (October 2020 version). Personnel staffing STATE Type VI Fire Engines shall include the following qualifications: Company Officer (Engine Boss/ENGB), Apparatus Operator (engineer), and Firefighter (FFT1 or FFT2). TRANSFEREE agrees to participate in an off-road train-the-trainer course and to adopt an off-road training program for their respective agencies. 7. Dispatching All movement of the fire engine shall be handled through the official dispatching channels of TRANSFEREE. TRANSFEREE dispatchers will recognize and act on all official requests for movement of the fire engine in conformance with the Fire and Rescue Annex (California Fire and Rescue Mutual Aid System) to the State Emergency Plan and its subsequent revisions. STATE reserves the right to dispatch, direct the dispatch of, or temporarily reassign the said apparatus and equipment whenever, in the opinion of the Director of the Governor’s Office of Emergency Services, their representatives, or Operational Area and Regional Fire and Rescue Coordinators, such equipment and apparatus is essential to the protection of life and property in another jurisdiction or in the best interest of the STATE. 8. Mutual Aid Response DocuSign Envelope ID: 75444448-8BB0-43FB-8879-3E693178A539 State of California GOVERNOR’S OFFICE OF EMERGENCY SERVICES Fire and Rescue Division 5 10/2020 Agreement for Temporary Transfer of Vehicular Equipment-Type VI Engine Procedures for mutual aid response shall be in accordance with California Fire Service and Rescue Emergency Mutual Aid Plan. 9. Reimbursable Response Reimbursement for mutual aid may be provided pursuant to a governor’s disaster proclamation or when conditions warrant invoking the California Fire Assista nce Agreement, the State of Nevada Cooperative Agreement, the Emergency Management Assistance Compact, or the Interstate Compact as appropriate. There is no other existing provision for mutual aid reimbursement. 10. Temporary Use TRANSFEREE shall be permitted to use the fire engine for temporary cover of fire stations when emergency conditions warrant, or when regular fire engine is out of service for repairs. In either case, the TRANSFEREE shall immediately notify the Operational Area Dispatch Center. The TRANSFEREE further agrees that Cover-in or Standby of the fire engine exceeding 90 days is at the discretion of the STATE. 11. Temporary Transfer a. A transfer of the fire engine or any portion thereof by TRANSFEREE for any period not exceeding seven consecutive days within a given Operational Area may be made with the consent of the Operational Area Fire and Rescue Coordinator and the STATE, providing that at the time such fire engine is received, such Temporary Transferee furnish TRANSFEREE and STATE a letter to the effect that Temporary Transferee assumes all obligations and criteria of TRANSFEREE with respect to such fire engine under this agreement during the period of transfer, including insurance coverage in accordance with Paragraph 13 or 14, as appropriate, and a copy of this Agreement is provided to the Temporary Transferee. Any transfer by TRANSFEREE for a period of more than seven consecutive days shall be subject to authorization by the STATE and execution of an “Agreement for the Temporary Transfer of Vehicular Equipment”, with the agency requesting the transfer. b. Whenever fire engine is transferred in accordance with the provisions of paragraph 11.a, regular TRANSFEREE shall be relieved of its obligations under this agreement during such period of transfer. c. Complete a written Temporary Cal OES Fire Engine Transfer Record, Exhibit “B”. The TRANSFEREE will retain one copy, the Temporary Transferee will retain one copy, and one copy will be forwarded to the STATE. 12. Reports and Records TRANSFEREE shall maintain daily and monthly reports on the details of fire engine DocuSign Envelope ID: 75444448-8BB0-43FB-8879-3E693178A539 State of California GOVERNOR’S OFFICE OF EMERGENCY SERVICES Fire and Rescue Division 6 10/2020 Agreement for Temporary Transfer of Vehicular Equipment-Type VI Engine Use on OES F-101 Form. A Smoke Opacity Test, Pump Test, and Hose Test, and Ladder Test shall be completed annually. Written results of all tests and reports shall be forwarded to the STATE, by the end of the calendar year. A recent copy of the tests and reports shall be maintained in the vehicle logbook. 13. Report of Accidents TRANSFEREE shall immediately notify STATE following any and all accidents involving this fire engine. It shall be the responsibility of TRANSFEREE to fill out State Form 270, "Report of Automobile Accident," and file the report with the STATE. A copy of this report shall be retained by the TRANSFEREE and the original and four copies forwarded to the STATE. 14. Insurance Protection (Non- State Agencies) a. TRANSFEREE agrees forthwith to furnish evidence of insurance protecting the legal liability of the TRANSFEREE and the STATE for liability and/or property damage with a combined single limit of 1,000,000.00 per occurrence, by means of a Certificate of Insurance naming State of California as Additional Insured. Said certificate shall contain an agreement by the insurance company that it will not cancel said policy without 15 days prior written notice to the STATE and that the STATE is not liable for the payment of any premiums or assessments thereon. Said certificate must include the description of the fire engine including VIN, state license number and fire engine number. b. In the event the TRANSFEREE is self-insured, TRANSFEREE in lieu of a certificate of insurance shall furnish the STATE a written statement of such fact. In such event TRANSFEREE agrees to hold the STATE harmless from any personal injury or property damage claims arising out of its maintenance, use or operation of the fire engine under the terms of this agreement. c. Physical damage insurance, including collision coverage and comprehensive coverage, shall be obtained. The STATE will be named as a loss payee. The description of the vehicle and the necessary amount of insurance required is outlined in attached Exhibit "C" which is by this reference made a part hereof. 15. Insurance Protection (State Agencies) Any insurance necessary for coverage of the fire engine shall be the sole responsibility of the department having custody of the vehicle. TRANSFEREE agrees to report apparatus as being under its control to the Insurance Officer, Department of General Services. 16. Termination of Agreement a. Either party may terminate this agreement upon 14 days written notice to other party, or TRANSFEREE may relinquish or STATE may repossess any DocuSign Envelope ID: 75444448-8BB0-43FB-8879-3E693178A539 State of California GOVERNOR’S OFFICE OF EMERGENCY SERVICES Fire and Rescue Division 7 10/2020 Agreement for Temporary Transfer of Vehicular Equipment-Type VI Engine portion of the fire engine upon like notice to the other party, except that STATE may repossess any portion thereof without written notice whenever it deems the same is not being maintained in accordance with this agreement. b. Upon the termination of this agreement, TRANSFEREE agrees to return said fire engine in the same condition as received, reasonable wear and tear excepted. c. As inventory changes occur, or items of equipment are replaced, deleted or added by the STATE or replaced by TRANSFEREE, it is mutually agreed that no amendment to this agreement need be made at the time of the change; provided however, at the termination of this agreement a complete reconciliation of all equipment will be made. TRANSFEREE further agrees that all replacements for fire engine or equipment will be made with identical or substantially like items as approved by the STATE. d. Nothing in this agreement shall be construed to create a new property interest or right of action for the TRANSFEREE. 17. Unauthorized Use of STATE Fire Engine and Equipment Use of this fire engine other than as specified in paragraph 1 will be considered a breach of this agreement. 18. Use of Radio Equipment a. STATE will furnish at STATE's sole cost, radio equipment installed in the fire engine to be operated on the current approved State radio load. b. STATE agrees to maintain said radio equipment without cost to TRANSFEREE. c. The TRANSFEREE agrees to operate said radio equipment in accordance with the Rules and Regulations of the Federal Communications Commission. d. Ownership of said equipment is in the STATE, and all applications to the Federal Communications Commission seeking authority to add, modify or replace radio equipment covered by this agreement shall be made by and in the name of the State of California. To activate this agreement and in compliance with the control requirements of the Communications Act of 1934, as amended, the STATE hereby deputizes the Chief of the agency of said TRANSFEREE, and such volunteers, regularly employed and salaried assistants as shall be designated by the Chief of the agency as his agents to operate said radio equipment as specified in paragraph ''c" above. e. STATE assumes no liability hereunder for claims or losses accruing or resulting to any person, firm or corporation furnishing or supplying work, services or material or services in connection with the performance of this agreement DocuSign Envelope ID: 75444448-8BB0-43FB-8879-3E693178A539 State of California GOVERNOR’S OFFICE OF EMERGENCY SERVICES Fire and Rescue Division 8 10/2020 Agreement for Temporary Transfer of Vehicular Equipment-Type VI Engine or for any claims and losses accruing or resulting to any person, firm or corporation injured or damaged by performance of either party hereunder. 19. Notices All notices herein provided to be given, or which may be given by either party to the other shall be deemed to have been fully given when made in writing and deposited in the U.S. mail, registered and postage prepaid and addressed as follows: To the TRANSFEREE at South San Francisco Fire Department, 480 No. Canal, South San Francisco, CA 94080, and to the STATE at Governor’s Office of Emergency Services, Fire and Rescue Division, 3650 Schriever Avenue, Mather, CA 95655. The address to which notices shall or may be mailed as aforesaid to either party may be changed by written notice given by such party to the other, as hereinabove provided; but nothing herein contained shall preclude the giving of any such notice by personal service. 20. Alterations and Variations It is mutually understood and agreed that no alteration or variation of the terms of this agreement shall be valid unless made in writing and signed by the parties hereto, and that no oral understanding or agreements not incorporated herein, and no alterations or variations of the terms hereof unless made in writing between the parties hereto shall be binding on any of the parties hereto. 21. Waivers The STATE may in its sole discretion and for such good cause as it determines waive in writing in whole or in part any requirement of this agreement that fire engine and/or equipment shall be maintained in operating condition, or repaired, or replaced, providing that any such waiver shall be applicable only to the specific fire engine or equipment to which it refers. No failure to enforce any provision of this Agreement shall be construed as a waiver of the provision. Any waiver, in order to be effective, must be in writing and shall only be effective for the instance specified in the writing. DocuSign Envelope ID: 75444448-8BB0-43FB-8879-3E693178A539 State of California GOVERNOR’S OFFICE OF EMERGENCY SERVICES Fire and Rescue Division 9 10/2020 Agreement for Temporary Transfer of Vehicular Equipment-Type VI Engine IN WITNESS WHEREOF the parties hereto have executed this agreement upon the date first above written. TRANSFEREE: STATE OF CALIFORNIA: South San Francisco Fire Department Mark S. Ghilarducci _ Director Governor’s Office of Emergency Services By: By: Mike Futrell, City Manager Brian S. Marshall State Fire and Rescue Chief DocuSign Envelope ID: 75444448-8BB0-43FB-8879-3E693178A539 State of California GOVERNOR’S OFFICE OF EMERGENCY SERVICES Fire and Rescue Division 10/2020 Agreement for Temporary Transfer of Vehicular Equipment-Type VI Fire Engine EXHIBIT “A” EQUIPMENT INVENTORY: Type VI Fire Engine QUAN DESCRIPTION OES NUMBER SERIAL NUMBER FIRE HOSE 3 1 ½” NH X 50’, Structural Hose 1 1 ½” NH X 35’, Structural Hose 1 1 ½” NH X 35’, Wildland Hose 1 3” NH X 15’ Soft Suction Hose 8 3” NH X 50 Structural Hose 3 1 ½” NH X 100’, Wildland Hose 3 1” NPSH X 100’, Wildland Hose 3 5/8” GHT X 100’, Wildland Hose HOSE REEL FIRE HOSE 2 ¾” NPSHX 50’, Hose Reel SUCTION HOSE 2 3” NH X 9’, Suction Hose 1 1 ½” NH X 8, Suction Hose NOZZLES 1 1 ½” NH Nozzle Structural, 30-125 GPM, Pistol Grip 1 1 ½” NH Nozzle, Structural, 30-125 GPM, Break-Apart 2 1 ½” NH Nozzle, Wildland, 20-60 GPM 1 1” NPSH Foam Nozzle, Pistol Grip 1 ¾” GHT Nozzle, Wildland 4 1” NPSH Nozzle, Wildland, 10-23 GPM 1 1 ½” NH Nozzle, Wildland w/ Foam Nozzle Attached ADAPTERS AND FITTINGS 1 2 ½” NH Double Male 1 2 ½” NH Double Female 1 2 ½” NH-F X 1 ½” NH-M Reducer 1 1 ½” NH Double Male 2 1 ½” NH Double Female 1 1” NPSH Double Male 1 1” NPSH Double Female 1 1 ½” NH-F X 1” NH-M Reducer 2 1 ½” NH-F X 1” NPSH-M Reducer 3 1” NPSH-F X ¾” GHT-M Reducer 1 1 ½” NH-F X 2 ½” NH-M Increaser 1 ¾” GHT-F X 1” NSPH-M Increaser 1 1” NPSF-F X 1 ½” NH-M Increaser 1 3” NH-F X 2 ½” NH-F Adapter 1 1 ½” NPSH-F X 1 ½” NH-M Adapter 1 1 ½” NH-F X 1 ½” NPSH-M Adapter 1 1” NH-F X 1” NPSH-M Reducer 1 1 ½” NH-F X 1 ½” NH-M In-Line Shut-Off 1 1” NPSH-F X 1” NPSH-M In-Line Shut-Off 5 ¾” GHT-F X ¾” GHT-M In-Line Shut-Off HOSE APPLIANCES 1 2 ½” NH-F X 1 ½” NH-F X 1 ½” NH-F Gated Wye 2 1 ½” NH-F X 1 ½” NH-M X 1 ½” NH-M Gated Wye A-1 DocuSign Envelope ID: 75444448-8BB0-43FB-8879-3E693178A539 State of California GOVERNOR’S OFFICE OF EMERGENCY SERVICES Fire and Rescue Division 10/2020 Agreement for Temporary Transfer of Vehicular Equipment-Type VI Fire Engine 1 1” NPSH-F X 1” NPSH-M X 1” NPSH-M Gated Wye 1 ¾” GHT-F X ¾” GHT-M X ¾” GHT-M Gated Wye 3 1 ½” NH-F X 1 ½” NH-M X 1” NPSH-M Tee 3 1” NPSH-F X 1” NPSH-M X 1” NPSH-M Tee 1 3” NH Suction Hose Strainer 1 1 ½” NH Strainer/Foot Valve 1 1 ½” NH Floating Strainer LADDERS 1 Little Giant Ladder, 20’ HAND TOOLS 1 Pick-Head Axe, 6 LB, 36” Handle 1 Flat-Head Axe, 6 LB, 36” Handle 1 Pike Pole, 6’ 1 Rubbish Hook, 6’ 2 Forest Fire Shovel 1 McLeod 1 Pulaski 1 Fire Rake 1 Council Combination Tool 2 Hay Hooks 1 Pipe Wrench, 24” 1 Bolt Cutters, 24” 1 Fence Pliers HOSE ACCESSORIES 2 Forestry Spanner Wrench, Combination 1 Dead-Blow Hammer, 2 LB 1 Hydrant Wrench 2 Spanner Wrench 1 Foam Can Wrench 1 Hose Roller 2 Wildland Hose Clamp PORTABLE PUMP 1 Portable Pump, 119 GPM, 64 PSI 2 2” NPT-F X 1 ½” NH-M Adapter 1 Fuel Can, 2 ½ Gallon, Regular Fuel BACKPACK PUMP 1 Backpack Pump, 5 Gallon DRIP TORCH 1 Drip Torch TRUCK EQUIPMENT 2 Chock Blocks 1 Triangle Warning Reflectors 1 Electronic Road Flare Kit 1 Traffic Cones, Collapsible Kit, 1 Jack, 8-Ton 1 Tow Chain, 25’ X 3/8”, 6,660 LB Working Load CHAIN SAW 1 Chain Saw, 24” Bar, Standard Chain 1 Spark Plug, Spare 1 Air Filter, Spare 1 Bar, 24”, Spare A-2 DocuSign Envelope ID: 75444448-8BB0-43FB-8879-3E693178A539 State of California GOVERNOR’S OFFICE OF EMERGENCY SERVICES Fire and Rescue Division 10/2020 Agreement for Temporary Transfer of Vehicular Equipment-Type VI Fire Engine 1 Bar Oil, 1 Gallon 1 Chain Saw Tool Kit FIRE EXTINGUISHERS 1 30 LB BC Fire Extinguisher 1 5 LB ABC Fire Extinguisher EXTRICATION EQUIPMENT 1 Spreader, eDRAULIC 1 Cutter, eDRAULIC 1 Ram, eDRAULIC Rechargeable Battery 1 Battery Charger, Multi-Bank MEDICAL EQUIPMENT 1 Trauma Kit 1 Burn Kit ROPE 1 Utility Rope, ½” X 100’ 1 Rope Bag G.P.S. 1 Garmin A-3 DocuSign Envelope ID: 75444448-8BB0-43FB-8879-3E693178A539 State of California GOVERNOR’S OFFICE OF EMERGENCY SERVICES Fire and Rescue Division 10/2020 Agreement for Temporary Transfer of Vehicular Equipment-Type VI Fire Engine EXHIBIT “B” RADIO INVENTORY: Type VI Fire Engine QUAN DESCRIPTION OES NUMBER SERIAL NUMBER MOBILE RADIOS 1 Mobile Radio, Bendix-King, KNG M-150 PORTABLE RADIOS 1 Portable Radio, Bendix-King, KNG P-150 1 Speaker Microphone 1 Battery Holder 1 Carrying Case, Leather B-1 DocuSign Envelope ID: 75444448-8BB0-43FB-8879-3E693178A539 State of California GOVERNOR’S OFFICE OF EMERGENCY SERVICES Fire and Rescue Division 10/2020 Agreement for Temporary Transfer of Vehicular Equipment-Type VI Fire Engine EXHIBIT “C” TEMPORARY CAL OES FIRE ENGINE TRANSFER RECORD NO. A R T I C L E OES DECAL QUANTITY 1. 500 GPM Type IV Fire Engine, complete with equipment per attached Exhibit "A" of Agreement for Temporary Transfer of Vehicular Equipment. OES -2606 1 2. License No: 1616864 3. VIN No: 1FD0W5HT9LED22987 4. Engine Number: 2606 5. Proof of Insurance: 6. Inventory Completed: 7. 8. 9. 10. 11. REASON FOR TEMPORARY TRANSFER: SIGNATURES: Date PERMANENT TRANSFEREE Date TEMPORARY TRANSFEREE C-1 DocuSign Envelope ID: 75444448-8BB0-43FB-8879-3E693178A539 State of California GOVERNOR’S OFFICE OF EMERGENCY SERVICES Fire and Rescue Division 10/2020 Agreement for Temporary Transfer of Vehicular Equipment-Type VI Engine EXHIBIT “D” INSURANCE REQUIREMENTS Part of the agreement through which the STATE makes a temporary transfer of vehicular equipment is the agreement on the part of the TRANSFEREE to furnish certain evidence of insurance. Your organization, as a transferee of equipment, will want to be mindful of these requirements and assure they are complied with. Liability Insurance A certificate of insurance shall be furnished to the STATE providing minimum limits of insurance as follows: BODILY INJURY and PROPERTY DAMAGE LIABILITY $1,000,000.00 PER OCCURANCE A certificate of insurance will have the following provisions included: 1. The State of California shall be named Loss Payee and Additional Insured. 2. The insurance company shall agree that in the event of cancellation, 15 days prior written notice will be given to the STATE. 3. The STATE shall not be responsible for premium or assessments. 4. Certificate of Insurance must include the description of the fire engine including identification number, State license number and Cal OES unit number. Physical Damage Insurance The transfer agreements place certain responsibilities upon your organization for the safekeeping of the vehicle and equipment. The STATE will look to your organization for reimbursement for repair or replacement cost in the event the vehicle or equipment is damaged by misuse or negligence or by other causes, except normal wear and tear, acts of God and conditions over which your organization has no control. D-1 DocuSign Envelope ID: 75444448-8BB0-43FB-8879-3E693178A539 State of California GOVERNOR’S OFFICE OF EMERGENCY SERVICES Fire and Rescue Division 10/2020 Agreement for Temporary Transfer of Vehicular Equipment-Type VI Engine Description of Fire Engine VEHICLE VALUE 2020 FORD (HME) $215,599.00 License Number: 1616864 VIN Number: 1FD0W5HT9LED22987 Engine Number: 2606 EQUIPMENT Hose and Appliance $41,826.00 D-2 DocuSign Envelope ID: 75444448-8BB0-43FB-8879-3E693178A539 State of California GOVERNOR’S OFFICE OF EMERGENCY SERVICES Fire and Rescue Division 10/2020 Agreement for Temporary Transfer of Vehicular Equipment-Type VI Engine EXHIBIT “E” Original text of letter addressed to the California Fire Service outlining the specifications to be considered for a Type VI fire engine assignment: As a result of the Governor’s Blue-Ribbon Commission of the 2003 Fire Siege, the Governor’s Office of Emergency Services, Fire and Rescue Division has purchased seventy-nine Type VI fire engines. Cal OES, Fire and Rescue Division is notifying agencies that are interested in becoming a transferee of the new Type VI fire engines. These fire engines will be assigned within the Cal OES Regions. Agencies desiring to house and staff these fire engines must meet the following criteria for consideration of transfer. All these items must be addressed in your fire engine request. Training: · Personnel responding with the fire engine shall meet wildland fire and ICS training standards established in the California Incident Command Certification System (CICCS) or NWCG 310-1 (Current version) for the following positions; 1 Engine Boss or Company Officer 1 Apparatus Operator (Engineer) 1 Firefighter (Type 1 or 2 Firefighter) · The department has or will adopt a 4X4 Driver Training Program Cal OES, Fire and Rescue Division Type VI TRANSFEREE will be expected to meet and accept the following work assignments & staffing: · Backfire, Burnout, Holding, and Mop-Up · Progressive Hose Lays, Hose Lays supplemented with portable pumps · Construct Hand lines · Mobile Pumping · Operate in Off-Road Environment · Meet the expected 7-Day minimum assignment period in compliance with the California Fire Assistance Agreement. · Meet FIRESCOPE compliant 3-person staffing · The ability to staff 3-person staffing for out of Operational Area dispatches · The transfer agreement that transfers the fire engine requires that a fire department staff the fire engine for immediate need with 3 fully trained personnel. · The department should assess if it has the staffing capability to send the engine out (minimum 3 fire fighters) for 7-14 days (excluding travel time) E-1 DocuSign Envelope ID: 75444448-8BB0-43FB-8879-3E693178A539 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-337 Agenda Date:4/28/2021 Version:1 Item #: Report regarding approval of the Third Amendment to an Exclusive Negotiating Rights Agreement with Ensemble Investments,LLC for a proposed hotel development at Oyster Point.(Ernesto Lucero,Economic Development Coordinator) Staff recommends that the City Council authorize the City Manager to execute the Third Amendment to the Exclusive Negotiating Rights Agreement with Ensemble Investments, LLC. BACKGROUND On March 23,2011,a Disposition and Development Agreement (DDA)was executed between Oyster Point Ventures and the City.The DDA and subsequently approved Oyster Point Specific Plan (Specific Plan) identified a 4.7 acre,City-owned parcel as an opportunity site for the development of an upscale hotel.The Specific Plan provided preliminary entitlements for up to 350 hotel rooms and 40,000 square feet of retail amenities on the site.The site (Attachment 1)is ideal for a high quality hotel as it features waterfront views,is located just steps from the South San Francisco Ferry Terminal,and is within close proximity of the City’s biotech cluster and San Francisco International Airport. Through an extensive developer solicitation and selection process,the City selected Ensemble Investments (Ensemble)as the preferred developer for the project.On April 11,2018,the City Council approved a resolution authorizing the City Manager to enter into an Exclusive Negotiating Rights Agreement (ENRA)with Ensemble to begin negotiating on a proposed hotel development on the City-owned parcel in Oyster Point.The agreement was subsequently executed on May 4, 2018. The current ENRA expires on April 23,2021.The City and Ensemble continue to gather information related to and finalize some remaining terms of the potential property disposition.Approval of the Third Amendment to the ENRA with Ensemble would provide an additional 30 days,with the possibility of two administrative extensions,upon discretion of the City Manager,for continued negotiations and due diligence on legal and financial risks to the City. DISCUSSION An ENRA extension will allow both the City and Ensemble to continue negotiating terms related to the legal and financial feasibility of the proposed project.A short timeframe of a thirty-day extension,with the possibility of two 30-day administrative extensions,will provide sufficient time to finalize negotiations of the remaining terms which would be memorialized in a Purchase and Sale Agreement (PSA),assuming the parties agree.If the City and Ensemble are able to come to an agreement on the project,a PSA will be considered for approval by the City Council prior to the termination of the ENRA, for the disposition of the city-owned site. City of South San Francisco Printed on 4/23/2021Page 1 of 2 powered by Legistar™ File #:21-337 Agenda Date:4/28/2021 Version:1 Item #: CONCLUSION The approval of the resolution will amend the ENRA between the City and Ensemble,allowing Ensemble to continue working with the City on the further development of the hotel for an additional thirty days,and finalize due diligence on legal and financial risks to the City.If the project is feasible and parties can come to an agreement,a Purchase and Sale Agreement and a Disposition Agreement would come before the City Council for consideration of approval. Attachments: 1.Site Map City of South San Francisco Printed on 4/23/2021Page 2 of 2 powered by Legistar™ 142\VWHU3RLQW 6SHFL¿F3ODQ$SSHQGL['HVLJQ*XLGHOLQHVSection 2 352326(''(9(/230(17February 23, 2011N3URSRVHG'HYHORSPHQW3URJUDP7KHSURSRVHGUHGHYHORSPHQWLQWKH2\VWHU3RLQW6SHFL¿F3ODQ'LVWULFWZLOOHQWDLODWRWDODUHDRIDSSUR[LPDWHO\DFUHVORFDWHGDWWKHHDVWHUQHQGRI2\VWHU3RLQW%RXOHYDUGLQ6RXWK6DQ)UDQFLVFR&DOLIRUQLD7KHUHGHYHORSPHQWLVLQWHQGHGWRLQFOXGH $QHZFRUSRUDWHFDPSXVZKLFKZLOOLQFOXGHRI¿FHUHVHDUFKDQGGHYHORSPHQW 5 ' EXLOGLQJVVWUXFWXUHGSDUNLQJDQGDFFHVVRU\XVHVDWWKHZHVWHUQSRUWLRQVRIWKHVLWH $VLWHWRDFFRPPRGDWHDIXWXUHKRWHOUHVWDXUDQWDQGRUUHWDLOnear the new Ferry TerminalPublic Open Space and Bay Trail ImprovementsMarina and Ferry Terminal serving amenities including parking, VKXWWOHGURSRIIDUHDVDQGZDWHUVLGHLPSURYHPHQWVTogether, these development components are described as the “Project.” The Project is intended to be developed in phases, as GHVFULEHGLQ6HFWLRQ ,PSOHPHQWDWLRQ 500’OpenSpace2I¿FH5 'Phase IOpen Space Future Hotel Site2I¿FH5 '3KDVH,92I¿FH5 'Phase III2I¿FH5 'Phase IIFerryTerminal 15Section 2 352326(''(9(/230(172\VWHU3RLQW 6SHFL¿F3ODQ$SSHQGL['HVLJQ*XLGHOLQHVFebruary 23, 2011ExistingParkingExistingBoatRampShuttle Bus Turn-around/ Drop-off at FerryFerryTerminalMarinaBlvdOysterPointBlvdReconfiguredParkingProposed Land UsesN500’/(*(1'2I¿FH5 '&DPSXVFuture Hotel SiteOpen Space/Bay Trail ImprovementsRecreation/Open SpaceProposed StreetsFuture Bay Trail Improvements([LVWLQJ%D\7UDLO%LNH3DWK1RWin ScopeBay trail City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-338 Agenda Date:4/28/2021 Version:1 Item #:12a. Resolution approving the Third Amendment to the Exclusive Negotiating Rights Agreement between Ensemble Investments, LLC and the City for a proposed hotel development at Oyster Point. WHEREAS,the City is the owner of certain real property (the “Property”)located in the City of South San Francisco,California,known as County Assessor’s Parcel Number (“APN”)015-010-970,and more particularly shown as Parcel 6 on Parcel Map 17-0002 attached as Exhibit A;and WHEREAS,on March 23,2011,the City Council approved the Oyster Point Specific Plan and certified the Phase 1 Project Environmental Impact Report which,among other things,planned for and analyzed the potential environmental impacts of developing a new,full-service hotel with up to 350 rooms and 40,000 square feet of retail uses on the Property; and WHEREAS,a Disposition and Development Agreement (“DDA”)was executed on March 23,2011,between Oyster Point Ventures,LLC,the South San Francisco Redevelopment Agency,and the City of South San Francisco for the master development of Oyster Point,including the potential development of a hotel on the Property; and WHEREAS,the developer obligations identified in the DDA were reassigned to KR Oyster Point,LLC (“Kilroy”)in 2018,and requires Kilroy to perform and complete certain site work,grading,and installation of infrastructure to prepare the Property for development; and WHEREAS,in 2018,the City selected Ensemble Investments,LLC (“Ensemble”)as the preferred developer for the project and authorized the City Manager to execute an ENRA with Ensemble, attached as Exhibit B; and WHEREAS,the City Council approved the First Amendment to the ENRA which extended the ENRA until November 25, 2020, attached as Exhibit C; and WHEREAS,the City Council approved the Second Amendment to the ENRA which extended the ENRA until April 23, 2021, attached as Exhibit D; and WHEREAS,the City and Ensemble have remaining terms that need to be negotiated before the City Council can consider the approval of a mutually agreed upon Purchase and Sale Agreement. NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby: 1.Authorizes the City Manager to execute the Third Amendment to the Exclusive Negotiating RightsCity of South San Francisco Printed on 5/13/2021Page 1 of 2 powered by Legistar™ File #:21-338 Agenda Date:4/28/2021 Version:1 Item #:12a. 1.Authorizes the City Manager to execute the Third Amendment to the Exclusive Negotiating Rights Agreement with Ensemble Investments (Third Amendment),attached as Exhibit E,on behalf of the City in substantially the same form as attached hereto;to make any revisions,amendments,corrections and modifications to the Third Amendment,subject to the approval of the City Attorney,deemed necessary to carry out the intent of this Resolution and which do not materially alter or increase the City’s obligations thereunder; and 2.Authorizes the City Manager to take any other related actions consistent with the intent of the resolution. ***** City of South San Francisco Printed on 5/13/2021Page 2 of 2 powered by Legistar™ 142\VWHU3RLQW 6SHFL¿F3ODQ$SSHQGL['HVLJQ*XLGHOLQHVSection 2 352326(''(9(/230(17February 23, 2011N3URSRVHG'HYHORSPHQW3URJUDP7KHSURSRVHGUHGHYHORSPHQWLQWKH2\VWHU3RLQW6SHFL¿F3ODQ'LVWULFWZLOOHQWDLODWRWDODUHDRIDSSUR[LPDWHO\DFUHVORFDWHGDWWKHHDVWHUQHQGRI2\VWHU3RLQW%RXOHYDUGLQ6RXWK6DQ)UDQFLVFR&DOLIRUQLD7KHUHGHYHORSPHQWLVLQWHQGHGWRLQFOXGH $QHZFRUSRUDWHFDPSXVZKLFKZLOOLQFOXGHRI¿FHUHVHDUFKDQGGHYHORSPHQW 5 ' EXLOGLQJVVWUXFWXUHGSDUNLQJDQGDFFHVVRU\XVHVDWWKHZHVWHUQSRUWLRQVRIWKHVLWH $VLWHWRDFFRPPRGDWHDIXWXUHKRWHOUHVWDXUDQWDQGRUUHWDLOnear the new Ferry TerminalPublic Open Space and Bay Trail ImprovementsMarina and Ferry Terminal serving amenities including parking, VKXWWOHGURSRIIDUHDVDQGZDWHUVLGHLPSURYHPHQWVTogether, these development components are described as the “Project.” The Project is intended to be developed in phases, as GHVFULEHGLQ6HFWLRQ ,PSOHPHQWDWLRQ 500’OpenSpace2I¿FH5 'Phase IOpen Space Future Hotel Site2I¿FH5 '3KDVH,92I¿FH5 'Phase III2I¿FH5 'Phase IIFerryTerminal 15Section 2 352326(''(9(/230(172\VWHU3RLQW 6SHFL¿F3ODQ$SSHQGL['HVLJQ*XLGHOLQHVFebruary 23, 2011ExistingParkingExistingBoatRampShuttle Bus Turn-around/ Drop-off at FerryFerryTerminalMarinaBlvdOysterPointBlvdReconfiguredParkingProposed Land UsesN500’/(*(1'2I¿FH5 '&DPSXVFuture Hotel SiteOpen Space/Bay Trail ImprovementsRecreation/Open SpaceProposed StreetsFuture Bay Trail Improvements([LVWLQJ%D\7UDLO%LNH3DWK1RWin ScopeBay trail SECOND AMENDMENT TO EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT This Second Amendment to the Exclusive Negotiating Rights Agreement (this Second Amendment ) is made effective as of November 24, 2020 Effective Date by and between the CITY OF SOUTH SAN FRANCISCO, a municipal corporation City ENSEMBLE INVESTMENTS, LLC, a California Limited Liability Developer Party or Parties RECITALS WHEREAS Property Parcel APN 015-010-970, and more particularly shown as Parcel 6 on Parcel Map 17-0002 recorded on September 25, 2017, attached hereto as Exhibit A, and incorporated herein by this reference; and, WHEREAS, at its meeting on April 11, 2018, the City approved an Exclusive Negotiating and directed staff to commence negotiating the terms of the project development and property disposition; and, WHEREAS, the initially proposed development proposal, as described in Exhibit B of the ENRA, included a development proposal which included a ground lease transaction for ground-up construction of a 243-room full service upper upscale hotel brand; and, WHEREAS, the Parties entered into the First Amendment to the ENRA on November 25, 2019; and WHEREAS, the City and Developer wish to extend the ENRA in order to finalize business terms, as described in Exhibit B of this Second Amendment, and extend the duration of time of the ENRA for an additional ninety-days; and, WHEREAS, City and Developer now desire to amend certain provisions of the ENRA, as set forth herein. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and incorporating all of the above as though set forth in full herein and in consideration of all the recitals, conditions and agreements contained herein, the parties agree to amend the ENRA as follows: 1. Amendment to ENRA. Section 3(a) of the ENRA is hereby deleted in its entirety and replaced with the following: SECOND AMENDMENT TO ENRA Page 2 of 6 a. The term of this Agreement () commences on the Effective Date of the Agreement, and will terminate ninety days after the effective date, or ________, 2021 unless extended or earlier terminated as provided herein. b. The Term of this Agreement may be extended for up to a maximum of two separate thirty (30) day periods in the discretion of the City Manager, or his/her designee. 2. Additional Extension Payment. In consideration for the right to exclusively negotiate during the term extension provided by this Second Amendment, Ensemble will pay an additional extension payment of $10,000. This payment will be credited towards any futur financial contributions toward soft costs associated with the Harborm redevelopment. 3. General Provisions. Each party hereto has received independent legal advice from its attorneys with respect to the advisability of executing this Second Amendment and the meaning of the provisions hereof. The provisions of this Second Amendment shall be construed as to the fair meaning and not for or against any party based upon any attribution of such party as the sole source of the language in question. Except as expressly amended pursuant to this Second Amendment, the terms and provisions of the Agreement shall remain unmodified and shall continue in full force and effect, and Buyer and Seller hereby ratify and affirm all their respective rights and obligations under the Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement. In the event of any conflict between this Second Amendment and the Agreement, this Second Amendment shall govern. The terms and provisions of this Second Amendment, together with the Agreement, shall constitute all of the terms and provisions to which Buyer and Seller have agreed with respect to the transaction governed hereby, and there are no other terms and provisions, oral or written, that apply to the Agreement and/or the Property other than as set forth in the Agreement as modified by this Second Amendment. The provisions of this Second Amendment shall apply to, be binding upon, and inure to the benefit of the parties hereto and to their respective successors and assigns. This Second Amendment may be executed in multiple counterparts, all of which shall constitute an original, and all of which together shall constitute a single instrument. Counterparts of this Second Amendment executed and delivered by facsimile, email or other means of electronic delivery shall constitute originals for all purposes. IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the Effective Date. SIGNATURES ON FOLLOWING PAGES. SECOND AMENDMENT TO ENRA Page 3 of 6 CITY By: _______________________________ Mike Futrell City Manager ATTEST: By: _______________________________ City Clerk APPROVED AS TO FORM: By: _______________________________ City Attorney DEVELOPER By: _______________________________ APPROVED AS TO FORM: By: _______________________________ Counsel for Ensemble Investments SECOND AMENDMENT TO ENRA Page 4 of 6 Exhibit A Site Map SECOND AMENDMENT TO ENRA Page 5 of 6 Exhibit B REVISED DEVELOPMENT PROPOSAL Type of land use agreement Purchase and Sale Agreement and Development Agreement, with a fee simple sale Proposed land cost TBD Extension Payment $10,000 Duration of Extension 90 days Development Type Ground-up construction hotel Hotel Brand Full service, upper upscale or upscale hotel with: Complimentary services for hotel guests and the public, which may include restaurants, cafes, day spas, and similar Meeting and conference space Nationally-recognized brand with competitive travel rewards program Customizable design like other upper upscale or upscale hotel brands Proposed Height of Hotel Initial proposal included 9 floors, but additional due diligence would occur Proposed Number of Rooms One full service hotel with 341 rooms Proposed Food and Beverage Initial proposal included not less than 4,000 SF, but additional due diligence would occur Proposed Meeting Space Initial proposal included not less than 11,500 SF, but additional due diligence would occur SECOND AMENDMENT TO ENRA Page 6 of 6 Proposed Project Amenities Initial proposal included common area and open space of no less than 1.5 acres, but additional due diligence would occur Parking TBD Performance Milestones for: Negotiation of a Purchase and Sale Agreement Negotiation of a Development Agreement Master Schedule THIRD AMENDMENT TO EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT This Third Amendment to the Exclusive Negotiating Rights Agreement (this “Third Amendment”) is made effective as of April 23, 2021 (“Effective Date”) by and between the CITY OF SOUTH SAN FRANCISCO, a municipal corporation (“City”), and ENSEMBLE INVESTMENTS, LLC, a California Limited Liability Company (“Developer”). City and Developer are each referred to as (“Party”) or collectively referred to as the (“Parties”). RECITALS WHEREAS, the City is the owner of certain real property (the “Property”) located in the City of South San Francisco, California, known as County Assessor’s Parcel Number (“APN”) 015-010-970, and more particularly shown as Parcel 6 on Parcel Map 17-0002 recorded on September 25, 2017, attached hereto as Exhibit A, and incorporated herein by this reference; and, WHEREAS, at its meeting on April 11, 2018, the City approved an Exclusive Negotiating Rights Agreement (“ENRA”) and directed staff to commence negotiating the terms of the project development and property disposition; and, WHEREAS, the initially proposed development proposal, as described in Exhibit B of the ENRA, included a development proposal which included a ground lease transaction for ground-up construction of a 243-room full service upper upscale hotel brand; and, WHEREAS, the Parties entered into the First Amendment to the ENRA on November 25, 2019; and WHEREAS, the Parties entered into the Second Amendment to the ENRA on November 24, 2020; andWHEREAS, the City and Developer wish to extend the ENRA in order to finalize business terms, as described in Exhibit B of this Third Amendment, and extend the duration of time of the ENRA for an additional thirty-days; and, WHEREAS, City and Developer now desire to amend certain provisions of the ENRA, as set forth herein. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and incorporating all of the above as though set forth in full herein and in consideration of all the recitals, conditions and agreements contained herein, the parties agree to amend the ENRA as follows: 1. Amendment to ENRA. Section 3(a) of the ENRA is hereby deleted in its entirety and replaced with the following: THIRD AMENDMENT TO ENRA Page 2 of 6 a. The term of this Agreement (“Term”) commences on the Effective Date of the Agreement, and will terminate thirty days after the effective date, or May 24, 2021 unless extended or earlier terminated as provided herein. b. The Term of this Agreement may be extended for up to a maximum of two separate thirty (30) day periods in the discretion of the City Manager, or his/her designee. 2. Additional Extension Payment. In consideration for the right to exclusively negotiate during the term extension provided by this Third Amendment, Ensemble will pay an additional extension payment of $10,000. This payment will be immediately applied to Ensemble’s financial contributions toward soft costs associated with the Harbormaster Spit (“Spit”) redevelopment. 3. General Provisions. Each party hereto has received independent legal advice from its attorneys with respect to the advisability of executing this Third Amendment and the meaning of the provisions hereof. The provisions of this Third Amendment shall be construed as to the fair meaning and not for or against any party based upon any attribution of such party as the sole source of the language in question. Except as expressly amended pursuant to this Third Amendment, the terms and provisions of the Agreement shall remain unmodified and shall con tinue in full force and effect, and Buyer and Seller hereby ratify and affirm all their respective rights and obligations under the Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement. In the event of any conflict between this Third Amendment and the Agreement, this Third Amendment shall govern. The terms and provisions of this Third Amendment, together with the Agreement, shall constitute all of the terms and provisions to which Buyer and Seller have agreed with respect to the transaction governed hereby, and there are no other terms and provisions, oral or written, that apply to the Agreement and/or the Property other than as set forth in the Agreement as modified by this Second Amendment. The provisions of this Third Amendment shall apply to, be binding upon, and inure to the benefit of the parties hereto and to their respective successors and assigns. This Third Amendment may be executed in multiple counterparts, all of which shall constitute an original, and all of which together shall constitute a single instrument. Counterparts of this Third Amendment executed and delivered by facsimile, email or other means of electronic delivery shall constitute originals for all purposes. IN WITNESS WHEREOF, the parties have executed this Third Amendment as of the Effective Date. SIGNATURES ON FOLLOWING PAGES. THIRD AMENDMENT TO ENRA Page 3 of 6 CITY By: _______________________________ Mike Futrell City Manager ATTEST: By: _______________________________ City Clerk APPROVED AS TO FORM: By: _______________________________ City Attorney DEVELOPER By: _______________________________ APPROVED AS TO FORM: By: _______________________________ Counsel for Ensemble Investments THIRD AMENDMENT TO ENRA Page 4 of 6 Exhibit A Site Map THIRD AMENDMENT TO ENRA Page 5 of 6 Exhibit B REVISED DEVELOPMENT PROPOSAL Type of land use agreement Purchase and Sale Agreement and Development Agreement, with a fee simple sale Proposed land cost TBD Extension Payment $10,000 Duration of Extension 90 days Development Type Ground-up construction hotel Hotel Brand Full service, upper upscale or upscale hotel with: Complimentary services for hotel guests and the public, which may include restaurants, cafes, day spas, and similar Meeting and conference space Nationally-recognized brand with competitive travel rewards program Customizable design like other upper upscale or upscale hotel brands Proposed Height of Hotel Initial proposal included 9 floors, but additional due diligence would occur Proposed Number of Rooms One full service hotel with 341 rooms Proposed Food and Beverage Initial proposal included not less than 4,000 SF, but additional due diligence would occur Proposed Meeting Space Initial proposal included not less than 11,500 SF, but additional due diligence would occur THIRD AMENDMENT TO ENRA Page 6 of 6 Proposed Project Amenities Initial proposal included common area and open space of no less than 1.5 acres, but additional due diligence would occur Parking TBD Performance Milestones for: Negotiation of a Purchase and Sale Agreement Negotiation of a Development Agreement Master Schedule City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-298 Agenda Date:4/28/2021 Version:1 Item #:13. Report regarding adoption of resolutions approving three agreements in connection with the Kilroy Oyster Point project and the related Community Facilities District (Sky Woodruff,City Attorney and Christina Fernandez, Assistant to the City Manager) RECOMMENDATION It is recommended City Council adopt resolutions to approve an Acquisition Agreement for public infrastructure;an administrative amendment to the Development Agreement;and an amendment to the Consent, Assignment and Assumption Agreement, all in connection with the Kilroy Oyster Point Project. BACKGROUND/DISCUSSION The Council has taken many actions in connection with the Kilroy Oyster Point project to develop the property as a life sciences campus,including approving the formation of a Mello-Roos Community Facilities District (CFD)to help finance public infrastructure.In connection with the CFD,the City needs to approve an Acquisition Agreement with Kilroy to provide for the acquisition and payment for public improvements financed by the District.In addition,two agreements previously executed in connection with project need to be amended: the Development Agreement and the Consent, Assignment and Assumption Agreement. The Acquisition Agreement This Agreement describes the requirements for Kilroy to construct the various public improvements to be financed by the Mello-Roos bonds,including procedures for bidding the work,and various City requirements. The Agreement also outlines the procedures for the City to accept the work as public improvements and acquire the facilities, as well as subsequently reimbursing Kilroy out of Mello-Roos bond proceeds. First Amendment to Development Agreement The City and the originally expected developer of Oyster Point,Oyster Point Ventures,entered into a Development Agreement in 2011 to facilitate the redevelopment of property owned or to be acquired by the developer.The property was subsequently sold to Kilroy and the Development Agreement assigned to Kilroy’s project subsidiary,Oyster Point Development.Certain amendments to this agreement are needed to facilitate the commencement of Phase II of the project.Specifically,this amendment clarifies that development can begin on Phase II while certain improvements are being completed on Phase I.These changes to the trigger for commencement of Phase II improvements qualify as an Administrative Agreement Amendment pursuant to Section 10.02 of the Development Agreement.Consequently,they can be approved by resolution and without a public hearing. First Amendment to Consent, Assignment and Assumption Agreement This agreement was required for the assumption of the prior development approvals and agreements by Kilroy in 2018.This amendment modifies the Consent Agreement to address the potential development of property City of South San Francisco Printed on 4/23/2021Page 1 of 2 powered by Legistar™ File #:21-298 Agenda Date:4/28/2021 Version:1 Item #:13. in 2018.This amendment modifies the Consent Agreement to address the potential development of property owned by the City located in the vicinity of the project but outside the recently formed CFD.If the City proceeds with a plan for private development of the nearby City property,the amendment requires the City to include in the conditions of approval or agreements related to the sale,lease,or development of the City property a provision for that developer to annex that property to the Oyster Point CFD or to make comparable contributions to the funding of services supported by the CFD.The developer of the City property would not be required to contribute toward the public improvements partially financed by the CFD and bonds. FISCAL IMPACT The Acquisition agreement and two amendments to outstanding agreements will facilitate the timely development of the Kilroy Oyster Point project,which will increase City revenues largely in the form of increased property tax values. RELATIONSHIP TO STRATEGIC PLAN Approval of these actions meets the City’s strategic planning goals of improving the quality of life for residents,employees,and the community by ensuring maintenance and availability of open space at Kilroy Oyster Point. CONCLUSION These actions are substantially administrative and consistent with prior actions to operate and maintain new public facilities that are being constructed at Oyster Point. Attachments: 1. Acquisition Agreement 2. First Amendment to Development Agreement 3. First Amendment to Consent, Assignment and Assumption Agreement City of South San Francisco Printed on 4/23/2021Page 2 of 2 powered by Legistar™ Stradling Yocca Carlson & Rauth Draft of 4/16/21 CITY OF SOUTH SAN FRANCISCO COMMUNITY FACILITIES DISTRICT NO. 2021-01 (PUBLIC FACILITIES AND SERVICES), CITY OF SOUTH SAN FRANCISCO, COUNTY OF SAN MATEO, STATE OF CALIFORNIA ACQUISITION, CONSTRUCTION AND FUNDING AGREEMENT THIS AGREEMENT is made and entered into by and between CITY OF SOUTH SAN FRANCISCO (the “City”), acting for and on behalf of itself and CITY OF SOUTH SAN FRANCISCO COMMUNITY FACILITIES DISTRICT NO. 2021-01 (PUBLIC FACILITIES AND SERVICES), CITY OF SOUTH SAN FRANCISCO, COUNTY OF SAN MATEO, STATE OF CALIFORNIA (the “District” or “CFD”) and KR OYSTER POINT DEVELOPER, LLC, a Delaware limited liability company (the “Developer”), each individually a “Party” and collectively the “Parties.” WHEREAS, affiliates of the Developer acquired certain real property commonly known as the “Oyster Point Business Park” and which was part of a redevelopment project of the South San Francisco Redevelopment Agency (“Project”). Pursuant to that certain Consent, Assignment and Assumption Agreement dated August 18, 2016, Oyster Point Development, LLC, City, and the Successor Agency to the former South San Francisco Redevelopment Agency (“Agency”) are parties to that certain Disposition and Development Agreement (“DDA”), dated March 23, 2011. The DDA was assigned to the Developer, and then pursuant to that certain Assignment and Assumption Agreement dated June 1, 2018, the DDA was ultimately assigned to Kilroy Realty TRS, Inc. (“KR TRS”). WHEREAS, the DDA provides for the construction of certain public improvements on property owned by the City, and in part, by affiliates of the Developer, as more particularly set forth and described in section 3.2 and Exhibit 3.2 to the DDA (collectively, “Project Improvements”). The DDA allocates costs and responsibility of design and construction responsibility between the Developer and the Agency with respect to some of the Project Improvements or makes elements of Project Improvements eligible for reimbursement from funds obtained by the issuance of bonds by a community facilities district to be formed by the City. As discussed below, some of the Project Improvements were already under construction at the time that the Parties entered into this Agreement. Those Project Improvements are known as the Clay Cap Repair in Phase ID, Phase IC Improvements, Phase IIC Improvements, and Relocation of Sewer Pump Station No. 1 as each is described in the DDA (“Shared Improvements”). In accordance with the terms of the DDA, certain funds were deposited by the Agency into an escrow account controlled by the City to reimburse the Developer on an on -going basis for of Agency’s share of the costs of the Shared Improvements. Other Project Improvements are eligible for CFD reimbursement for some or all elements but the Agency and the City are making no financial contribution toward their costs (collective, “Developer Improvements”). Where in this Agreement there is no need to differentiate between the Shared Improvements and Developer Improvements, the Shared Improvements and Developer Improvements may be referred to collectively as “Improvements.” The respective shares of the costs of the Shared Improvements and the elements of the Improvements eligible for CFD reimbursement are identified in Exhibit 3.4.1 of the DDA. WHEREAS, in October 2018, the City and KR TRS entered into an Amended and Restated Development Management Services Agreement dated October 2018 by and among the City and KR TRS (“DMSA”) which sets out the terms by which KR TRS will provide development management 2 services for the design, engineering, permitting, construction, completion and dedication of the Shared Improvements. A copy of the DMSA is attached hereto as Exhibit “A” and incorporated herein. WHEREAS, in accordance with the terms of the DMSA, since March 2018, the Developer (and its predecessor) and the City have been cooperating in the construction of the Shared Improvements. As provided under the DMSA, the Developer has been reimbursed, in p art, for the construction of Agency allocated Shared Improvements. The Developer anticipates that certain of the Shared Improvements will be ready to be dedicated to the City in the first quarter of 2021, with the balance being completed and dedicated by the fourth quarter of 2021. WHEREAS, in January 2021, KR Oyster Point III, LLC, a Delaware limited liability company (“OP III”), an affiliate of the Developer and owner of property subject to the terms of the DDA, has requested that the City consider the formation of a community facilities district (“CFD”) pursuant to the provisions of the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”) encompassing the parcels identified on Exhibit “B” attached hereto (collectively “Developer Property”), all of which are owned by affiliates of Developer. Developer, OP III, KR TRS, and the other property owners within the CFD are each under the ownership or control of Kilroy Realty, L.P., a Delaware limited partnership, whose general partner is Kilroy Realty Corporation, a Real Estate Investment Trust listed on the NYSE; and WHEREAS, January 27, 2021 the City Council adopted Resolution No. 18-2021 stating its intention to form the District with respect to the Developer Property and schedul ed a noticed public hearing for March 10, 2021 as required by the Act to form/establish the District, authorize the lien and the levy of special taxes pursuant to a rate and method of apportionment (“Rate and Method”) and authorize the issuance of bonded indebtedness by the District in an amount not to exceed $105,000,000 for the payment of the construction of certain public improvements within the boundaries of the CFD to be owned, operated or maintained by the City and incidental expenses in accordance with the Act; and WHEREAS, as contemplated in the DDA, the Developer desires to be reimbursed from the proceeds of bonds issued by the District for the elements of the Improvements that are eligible for CFD reimbursement according to Exhibit 3.4.1 of the DDA, as more particularly set forth and described on Exhibit “C” attached hereto; and WHEREAS, pursuant to the DDA, the Improvements are required as a condition of developing the Project and are necessary to mitigate impacts arising from such development. The City will benefit from a coordinated plan of design, engineering and construction of the Improvements; and WHEREAS, similar to its reasoning for entering into the DMSA, the City has determined that it will obtain no advantage from undertaking the construction of the Improvements and that the Improvements may be constructed by the Developer as if they had been constructed under the direction and supervision, or under the authority of, the City; and WHEREAS, the City is authorized by the Act to form the CFD and to iss ue bonds secured by Special Taxes (as defined in Section 2.2) of the District (the “Bonds”) to fund the Improvements; and WHEREAS, the City Council has adopted the City’s policies and procedures concerning the use of special district financing programs to finance City public improvement facilities (the “Policy”); and 3 WHEREAS, the purpose of this Agreement is to constitute a formal understanding between the Developer and the City (pursuant to the requirements of Government Code Section 53313.51 and other provisions of the Act and the Policy) concerning financial and other obligations and responsibilities related to the formation of the CFD, the Improvements to be financed in whole or in part by the District, when and if formed, to the extent funds are availa ble, and to set forth the conditions upon which the District will reimburse the Developer or its designee for the cost of elements of the Improvements constructed by or on behalf of the Developer that are eligible for CFD reimbursement according to Exhibit 3.4.1 of the DDA, which have not been previously paid for by the Agency. NOW, THEREFORE, it is mutually agreed between the respective Parties as follows: SECTION 1. FEASIBILITY STUDY The City has retained, at the Developer’s expense, the necessary consultants to ana lyze the proposed formation of the CFD, including the special tax consultant, bond counsel, and other consultants deemed necessary by the City. The Developer has advanced to the City a sum of money for such costs, all or a part of which may be eligible for reimbursement from the District in accordance with the Reimbursement Agreement dated as of January 27, 2021 (the “Reimbursement Agreement”) between the Developer and the City. SECTION 2. SALE OF BONDS 2.1. City Policies. The City Council has adopted the Policy, setting forth the City’s policies and procedures concerning the use of special district financing programs to finance the Improvements. The Parties hereby agree that, unless waived by the City if certain findings can be made as provided in the Policy and/or Act, at the time of issuance of the Bonds, the ratio of the value of all parcels of property for which the Bonds are being issued to the amount of outstanding community facilities district or assessment district bonds attributable to such parcels (the “Value -to-Lien Ratio”) may not be less than three-to-one (3:1). Unless waived by the City, the value of the property within the CFD for purposes of determining the foregoing ratio will be determined based on the appraised value of the property based on the appraisal made by an appraiser selected by the City with a valuation date within three (3) months of the date of pricing of the Bonds (or a longer period as determined by the City), or, with respect to developed projects (as determined in the sole discretion of the City) or issuance of refunding bonds, the assessed value of the property. Subject to satisfaction of the Policy and the requirements of this Agreement, the City shall use its best efforts to issue and sell the Bonds in one or more series in an amount sufficient to fund the Improvements in accordance with the schedule for development of the Developer Property, unless otherwise agreed to by the Developer. 2.2. [Intentionally Omitted] 2.3. Major Landowner Initial and Continuing Disclosure. An owner of land (or owners which are affiliates) within the boundaries of the CFD which is responsible for twenty percent (20%) or more of the Special Tax in the fiscal year in which the Bonds are issued or in the fiscal year following the fiscal year in which the Bonds are issu ed (a “Major Landowner”) will be required to provide all information regarding the development of its property, including the financing plan for such development, which is necessary to ensure that the official statement for such Bonds complies with the requirements of Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”) and all other applicable federal and state securities laws. The Developer acknowledges that, if it (or its affiliates) is a Major Landowner at the time of issuance of the Bonds, it will be necessary that the Developer or its 4 affiliates enter into a continuing disclosure agreement to provide such continuing disclosure pertaining to the development of the land owned by the Developer or its affiliates within the CFD as necessary to assist the underwriter in complying with the continuing disclosure requirements of the Rule and/or to assist in the marketing of the Bonds. 2.4. Bond Issuance Parameters. The terms and conditions upon which each series of the Bonds shall be issued and sold, the method of sale of the Bonds and the pricing of the Bonds shall be determined solely by the City in its reasonable discretion in conformance with the requirements of Government Code Section 53313.5, the Act, the Policy, and this Agreement. The Bonds shall be issued with a term not to exceed 35 years from the date of issuance of the Bonds, or such longer term as is then permitted by law. The proceeds of the Bonds shall be used in the following priority to (1) fund a reserve fund for the payment of principal and interest with respect to the Bonds in an initial amount equal to the least of (i) ten percent (10%) of the total bond issue, (ii) maximum annual debt service on the Bonds, or (iii) 125% of average annual debt service on the Bonds; (2) fund capitalized interest through the interest payment date on the Bonds for which Special Taxes are not available for payment of debt service on the Bonds; (3) reimburse the Developer or its designee pursuant to Section 1 hereof for CFD formation costs which have not already been reimbursed to the Developer; (4) pay for costs of issuance of the Bonds including, without limitation, underwriter’s discount, bond counsel and disclosure counsel fees, municipal advisor fees, appraisal and special tax consultant fees, printing, and fiscal agent fees, not otherwise already paid pursuant to the terms of the Reimbursement Agreement ; and (5) pay for the actual costs of the elements of the Improvements that are eligible for CFD reimbursement according to Exhibit 3.4.1 of the DDA. The District shall maintain records relating to the disbursements of proceeds of the sale of the Bonds. The Indenture or Resolution (hereinafter “Indenture”) for the Bonds shall establish an acquisition and construction fund or improvement fund (herein, the “Improvement Fund”) into which shall be deposited initially the proceeds of the Bonds net of the amount of proceeds required to fund items (1) through (4) in the second preceding sentence. To the extent authorized by applicable law, interest earned on moneys deposited in the Improvement Fund shall remain in such account until such time as all of the Improvements have been funded. The Indenture shall provide that amounts remaining in the Improvement Fund after funding all proposed Improvements or sooner, as agreed by the City and the Developer, shall be deposited in the special tax fund or bond service fund and be applied to pay debt service on the Bonds and/or to call Bonds in advance of maturity. SECTION 3. ALLOCATION OF SPECIAL TAXES Prior to the issuance of Bonds, the City Council of the City, acting as the legislative body of the District, may levy Special Taxes on all parcels classified as Developed Property pursuant to the Rate and Method. Such Special Taxes collected by the City shall first be applied to fund annual administrative expenses of the District and then to fund Improvements in the same manner as the proceeds of Bonds as set forth herein. Upon sale and delivery of the Bonds, the City shall annually levy the Special Tax as provided for in documents pursuant to which the Bonds were issued. Following the issuance of the Bonds, the City shall have no obligation to levy Special Taxes to reimburse the Developer for the costs of any Improvements not paid for from Bond proceeds and/or Special Taxes. The entire amount of any Special Tax levied by the District to repay the Bonds and recover costs and expenses allowable pursuant to Government Code Section 53313.5, shall be allocated to the District. SECTION 4. [INTENTIONALLY OMITTED] 5 SECTION 5. DESIGN PLANS AND SPECIFICATIONS The requirements of this Section 5 shall not apply to any Shared Improvement, rather the design plan and specification requirements set forth in the DMSA shall apply to the Shared Improvements. The requirements set forth in this Section 5 shall apply to the Developer Improvements. All plans, specifications and bid documents for the Developer Improvements (“Plans”) to be constructed by the Developer shall be prepared by the Developer at the Developer’s initial expense, subject to approval by the applicable public agency. Costs for preparation of the Plans will be eligible for reimbursement, conditioned upon the final approval of the applicable public agency and the availability of funds. Reimbursement of costs for plan revisions will be considered on a case by case basis. All facilities shall be bid in accordance with “public works” requirements of Section 6.4 to be eligible for reimbursement. The Developer shall not award bids for construction, or commence or cause commencement of construction, of an Improvement until the Plans and bidding documents have been approved by the City. SECTION 6. CONSTRUCTION OF IMPROVEMENTS 6.1. Construction. All Improvements to be acquired hereunder shall be constructed by or at the direction of the Developer in accordance with the approved Plans or the DMSA. The Developer shall perform all of its obligations hereunder or pursuant to the DMSA. The Developer shall conduct all operations with respect to the construction of the Improvements in a good, workmanlike and commercially reasonable manner, with the standard of diligence and care normally employed by duly qualified persons utilizing their best efforts in the performance of comparable work and in accordance with generally accepted practices appropriate to the activities undertaken. The Developer shall employ at all times adequate staff or consultants with the requisite experience necessary to administer and coordinate all work related to the design, engineering, acquisition, construction and installation of the Improvements to be acquired by the City from the Developer hereunder. 6.2. City-Step In Rights. The Developer shall not be relieved of its obligation to construct Improvements and to convey each such Improvement to the City in accordance herewith, even if there are insufficient Bond proceeds to pay the acquisition price thereof. Should the Developer notify the City that the Developer is unable to complete any such Improvement, the City shall have the right but not the obligation to require the Developer to make an irrevocable offer of dedication to the City of the land owned by the Developer for the Improvement identified in the notice and to assume responsibility for the work to be performed thereunder. In the event the City elects to assume the responsibility for any work on a previously awarded contract as described in the preceding sentence, the following will occur: (i) the Developer will make an irrevocable offer of dedication to the City of the land owned by the Developer for such Improvement identified in the notice; (ii) to the extent permitted by law and the applicable contract, the Developer will assign all of the contracts for the work performed to date on the Improvement identified in the notice to the City, if requested to do so by the City Manager; the City will use its best efforts to complete the Improvement within a reasonable time frame; and upon completion of the Improvement, to the extent there are Special Taxes or proceeds of the Bonds available following payment to the City for the costs of completing such Improvement, the Developer will be reimbursed for the lesser of the cost or value of the previously unreimbursed satisfactory work performed or paid for by the Developer. The cost of such work will be determined by taking the unreimbursed amounts expended by the Developer under the contract(s) taken over by the City and deducting any incremental cost incurred by the City to complete the work under the contracts in 6 question. Incremental cost shall be costs in excess of the sum of the original contract cost plus change orders approved by the City. 6.3. Relationship to Public Works. This Agreement is for the acquisition of the Improvements by the City from proceeds of Bonds or if applicable Special Taxes and is not intended to be a public works contract. The City and the Developer agree that the Improvements are of local, and not state-wide concern, and that the provisions of the California Public Contracts Code shall not apply to the construction of the Improvements. The City and the Developer agree that this Agreement is necessary to assure the timely and satisfactory completion of the Improvements and that compliance with the Public Contracts Code with respect to the Improvements would work an incongruity and would not produce an advantage to the City or the District. Notwithstanding the foregoing, the Developer agrees that, in accordance with the Act, it shall construct the Improvements as if they were constructed under the direction and supervision or under the authority of the City. As noted above, the Shared Improvements were already under construction at the time that the Parties entered into this Agreement and undertaken by Developer according to the DMSA and applicable provisions of this Agreement. 6.4. City Requirements. In order that the Developer Improvements may be properly and readily acquired by the City with funds in the Improvement Fund, the Developer shall comply with all of the requirements in this Section 6.4. Funds in the Improvement Fund shall be available to reimburse Developer for completed Shared Improvements provided that the Developer has followed the requirements set forth in the DMSA that are consistent with the requirements in Sections 6.4(a) through 6.4(i) below. The Developer shall provide such proof to the City as the City may reasonab ly require and at such intervals and in such form as the City may reasonably require, that the following requirements have been satisfied as to all such Improvements: (a) The Developer shall prepare a bid package for review, comment and approval by the City Manager of the City or the Public Works Director, and/or his or her designee (the “City Representative”). The City Representative shall respond with any comments within [ten (10) calendar days. If the City Representative fails to respond within such 10 calendar day period, City approval shall be deemed received after delivery by electronic mail of a notice to the City Representative that the Developer is proceeding with the bid process. (b) Developer shall provide notice of the competitive bid process to and obtain competitive bids from a minimum of three (3) bidders. If there are less than 3 qualified bidders due to the nature of Improvement, the construction timeline, or any other relevant factor then the minimum number of bidders shall be one, provided the City Representative approves such lower number of bidders. Developer shall mail notices inviting bids to the recipients approved (or deemed to have been approved) by the City Representative. The notices shall be distributed (by mail or electronic mail) no less than thirty (30) calendar days before the opening date of the bids. The notices shall distinctly describe the project and state the time and place for submission of bids and may disclose the Developer’s right to elect to perform the work under Secti on 53329.5 of the Act. Bids shall be submitted to the Developer either via hard copy or email. The bids shall be received and opened by the Developer and there shall be no requirement for a public bid opening. After the bids are received and opened by the Developer, the Developer may contact one or more of the bidders and request clarification of any bid or adjustments to the bid to comply with the specifications of the proposed project so that all bids may be evaluated on a comparable basis. Notwithstanding the foregoing in this Section 6.4(b), Developer and City Representative may agree to different procedures with respect to the procedures set forth herein should the facts and circumstances warrant such different procedure. 7 (c) The Developer shall submit to the City written evidence of such competitive bidding procedure set forth herein, including evidence of the means by which bids were solicited, a listing of all responsive bids and their amounts (as may be adjusted in Section 6.4(b) above), and the name or names of the contractor or contractors to whom the Developer proposes to award the contracts for such construction. (d) The contract for the construction of any Improvements shall be awarded to the responsible bidder submitting the lowest responsive bid (as adjusted pursuant to subsection 6.4(b)(4)), if applicable) for the construction of such Improvements or, if the Developer elects to perform the work pursuant to Section 53329.5 of the Act, the Developer shall perform the work at the prices specified in the bid of the lowest responsible bidder. (e) The specifications and bid and contract documents shall require all such contractors to pay prevailing wages and to otherwise comply with applicable provisions of the Labor Code and the Government Code relating to public works projects and as required by the procedures and standards of the City with respect to the construction of its public works projects. (f) The Developer shall submit faithful performance and payment bonds in form and substance reasonably acceptable to the City with respect to the construction of the Improvements. (g) The Developer and its contractor and subcontractors shall be required to provide proof of insurance coverage throughout the term of the construction of the Improvements, which they will construct in conformance with the City’s standard procedures and requirements. The City’s insurance requirements are set out in Section 18 herein. (h) The Developer and all such contractors shall comply with such other requirements relating to the construction of the Improvements which the City may impose by written notification delivered to the Developer and each such contractor at the time either prior to the receipt of bids by the Developer for the construction of such Improvements or, to the extent require d as a result of changes in applicable laws, during the progress of construction thereof; provided that such other requirements shall only be imposed to the extent the City reasonably determines they are required in order to comply with applicable law. In accordance with Section 7, the Developer shall be deemed the awarding body and shall be solely responsible for compliance and enforcement of the provisions of the Labor Code and Government Code. (i) A “Change Order” is an order from the Developer to a contractor authorizing a change in the work to be performed. The Developer shall receive comments from the City Representative prior to the Developer’s approval of any Change Order. The City Representative shall comment on or deny the Change Order request within five (5) business days of receipt of all necessary information. The City’s comments to a Change Order shall not be unreasonably delayed, conditioned or withheld. The Developer shall not be entitled to be compensated for costs associated with a “Change Order” that has not been approved by the City Representative. The Developer shall provide proof to the City, at such intervals and in such form as the City may reasonably require, that the foregoing requirements have been satisfie d as to all of the Improvements which are funded through Bond proceeds. 8 SECTION 7. INSPECTION; COMPLETION OF CONSTRUCTION The City shall have primary responsibility for inspecting the Improvements to assure that the work is being accomplished in accordance with the Plans and in accordance with Section 6.10 of the DDA (notwithstanding that the DDA references only PhaseIC and PhaseID Improvements). Such inspection does not include inspection for compliance with safety requirements by the Developer’s contractor(s). The City’s personnel shall be granted access to each construction site at all reasonable times for the purpose of accomplishing such inspection. In accordance with Section 6.10.1 of the DDA, promptly after substantial completion (subject to correction of punch list items of all construction and development of all or any distinct portion of the Improvements capable of independent use, Developer shall notify the City in writing certifying the same (“Written Notification”). With respect to Improvements not identified as Phase IC and Pha se ID Improvements, any actual costs reasonably incurred by the City for inspection not previously paid by the Developer shall be reimbursed from funds in the Improvement Fund. In accordance with Section 6.10.2 of the DDA, within ten (10) business days of receipt of Written Notification from the Developer that the Improvement(s) has been completed (or substantially completed) in accordance with the Plans, the City shall either (i) confirm the same, which confirmation may be based upon inspection by the Public Works Director and any other City official necessary, and upon such confirmation of the same shall furnish Developer with a final Certificate of Completion, in the form attached to the DDA, as approved by City Council, or (ii) provide Developer with a Written Statement for the reasons City refused or failed to furnish a Certificate of Completion and the action Developer must take to obtain a Certificate of Completion. If the City fails to provide such Written Statement within the 10-day period, Developer shall be deemed entitled to the Certificate of Completion and City shall promptly issue the same to Developer. The Certificate of Completion shall be in a form as to permit it to be recorded in the Office of the County Recorder of San Mateo County (“County Recorder”), if appropriate. The Developer shall file the Certificate of Completion with the County Recorder upon its receipt, if appropriate. SECTION 8. LIENS With respect to any Improvement that was complete (as determined by the City Council) prior to the adoption by the City Council of the resolution forming the CFD, prior to any payment by the CFD to the Developer for such Improvement, the Developer shall provide to the City such evidence or proof as the City shall require that all persons, firms and corporations supplying work, labor, materials, supplies and equipment for the construction of the Improvements have been paid, and that no claims of liens have been recorded by or on behalf of any such person, firm or corporation. With respect to Improvements, upon the earlier of (i) receipt of all applicable lien releases, or (ii) expiration of the time for the recording of claim of liens as prescribed by Sections 3115 and 3116 of the Civil Code, the Developer shall provide to the City such evidence or proof as the City shall require that all persons, firms and corporations supplying work, labor, materials, supplies and equipment for the construction of the Improvements have been paid, and that no claims of liens have been recorded by or on behalf of any such person, firm or corporation. SECTION 9. ACQUISITION; ACQUISITION PRICE; SOURCE OF FUNDS 9 The costs eligible to be included in the acquisition price of a n Improvement (the “Actual Costs”) shall include: (i) The actual hard costs for the construction of such Improvement as established by the City-approved construction contracts and approved Change Orders, including costs of payment, performance and maintenance bonds and insurance costs, pursuant to this Agreement; (ii) The design and engineering costs of such Improvement including, without limitation, the costs incurred in preparing the Plans . Costs for plan revisions will be considered on a case by case basis; (iii) The costs of environmental evaluations and public agency permits and approvals attributable to the Improvement; (iv) Costs incurred by the Developer for construction management and supervision of such Improvement, not to exceed five percent (5%) of the actual construction cost, subject to prior approval by the City of any construction management or supervision contract with respect to an Improvement; (v) Professional costs associated with the Improvement such as engineering, inspection, construction staking, materials, testing and similar professional services; and (vi) Costs approved by the City in accordance with the Act of acquiring any real property or interests therein required for the Improvement including, without limitation, any water tank sites, temporary construction easements, temporary by-pass road and maintenance easements. Provided the Developer has complied with the requirements of this Agreement and/or DMSA, as applicable, the City agrees to pay the acquisition price of a completed Improvement to the Developer or its designee within thirty (30) days after the Developer’s satisfaction of the preco nditions to such payment stated herein, but only to the extent there are sufficient funds available in the Improvement Fund, and thereafter when funds are available in the Improvement Fund until Developer is paid in full. The acquisition price to be paid from Bond proceeds for the acquisition of an Improvement by the City shall be the total of the Actual Costs of the Improvement as determined by the Developer’s engineer in consultation with the City’s Engineer. As a condition to the payment of the acquisit ion price, the ownership of the completed Improvement shall be transferred to the City by grant deed, bill of sale or such other documentation as such public agency may require free and clear of all taxes, liens, encumbrances, and assessments, but subject to any exceptions determined by the City to not interfere with the actual or intended use of the land or interest therein (including the lien of a community facilities district so long as the subject property is exempt from taxation or is otherwise not taxable by such community facilities district). Upon the transfer of ownership of Improvements or any portion thereof to the City, the City shall be responsible for the maintenance of such Improvements or the portion transferred. Notwithstanding the foregoing, the acquisition price of an Improvement may be paid prior to transfer of ownership and acceptance of the Improvement if it is substantially completed at the time of payment. The Improvement shall be considered “substantially complete” when it has been reasonably determined by 10 the City to be usable, subject to final completion of such items as the final lift or any other items not essential to the primary use or operation of the Improvement. For purposes of determining the acquisition price to be paid b y the District for the acquisition of the Improvements by the City, the value of such Improvements shall include the construction costs specified in the City-approved contracts and City-approved Change Orders conforming to Section 6, as hereinbefore specified. City approval is a condition prior to initiation of contract work. Upon completion of the construction of an Improvement, the Developer shall deliver or cause to be delivered to the City a Disbursement Request Form in substantially the form of Exhibit “D,” attached hereto, copies of the contract(s) with the contractor(s) who have constructed the Improvement and other relevant documentation with regard to the payments made to such contractor(s) and each of them for the construction of the Improvement, documentation evidencing payment of prevailing wages, and shall also provide to the City invoices and purchase orders with respect to all equipment, materials and labor purchased for the construction of the Improvements. The City shall require the City Engineer to complete its determination of the acquisition price of the Improvements as promptly as is reasonably possible. Notwithstanding the preceding provisions of this Section, the source of funds for the acquisition of the Improvements or any portion thereof shall be funds in the Improvement Fund. If for any reason beyond the City’s control the Bonds are not sold, the City shall not be required to acquire the Improvements from the Developer, except to the extent of funds from the collection of Special Taxes. In addition to the foregoing, the City shall have the right to withhold payment for acquisition of an Improvement, if: (a) the Developer or any of its affiliates is delinquent in the payment of any Special Taxes levied by the District on properties then owned by the Developer or any of its affiliates within the CFD, or (b) the Developer is not then in substantial compliance with a condition or obligation imposed upon the Developer Property by the City, including but not limited to, payment of all applicable fees, dedication of all applicable rights-of-way or other property and construction requirements. The City shall immediately provide written notice to the Developer of the decision to withhold any such payment and shall specify the reason for such decision. If the payment is withheld as a result of the delinquency in the payment of Special Taxes, the notice shall identify the delinquent parcels and the amount of such delinquency. If the payment is withheld as a result of substantial non -compliance with a condition or obligation, the notice shall specify such condition or obligation and what action will be necessary by the Developer to substantially comply with such condition or obligation. Upon receipt of evidence reasonably satisfactory to the City that the Developer has paid the delinquent Special Taxes or complied with the subject condition or obligation, the City shall forthwith make all payments which have been withheld pursuant to the provisions of this Section. SECTION 10. EASEMENTS Without limiting the Developer’s rights to reimbursement for such grants pursuant to Section 9 above, the Developer and City agree, at the time the City acquires the Improvements as provided in Section 9 hereof, to grant, execute and record instruments in the form acceptable to each of the parties, 11 granting to the other party, access, utility and maintenance easements in connection with each party’s proposed use, which may be reasonably necessary for the proper operation and maintenance of such Improvements, or any part thereof. SECTION 11. PERMITS The Developer shall be responsible for obtaining all necessary construction permits from the City and/or the County (if appropriate) covering construction and installation of the Improvements. SECTION 12. MAINTENANCE Prior to the transfer of ownership of an Improvement by the Developer to the City, as provided in Section 9 hereof, the Developer shall be responsible for the maintenance thereof and shall require its contractor(s) to repair all facilities damaged by any party other than the City, prior to acceptance by the City and/or make corrections determined to be necessary by the City’s inspection personnel. The City shall not be permitted to place any Improvement in service prior to acceptance of the same, unless the Developer otherwise consents in writing. SECTION 13. INSPECTION OF RECORDS The City shall have the right to review all books and records of the Developer pertaining to the costs and expenses incurred by the Developer for the design and construction of the Improvements during normal business hours by making arrangements with the Developer. The Developer shall have the right to review all books and records of the City pertaining to costs and expenses incurred by the City for services of the Engineer by making arrangements with the City. SECTION 14. OWNERSHIP OF IMPROVEMENTS Notwithstanding the fact that some or all of the Improvements may be constructed in dedicated street rights-of-way or on property which has been or will be dedicated to the City, each Improvement shall be and remain the property of the Developer until acquired by the City as provided in this Agreement. SECTION 15. MATERIALS AND WORKMANSHIP WARRANTY The requirements of this Section shall not apply to any Improvement that was complete (as determined by the City Council) prior to the adoption by the City Council of the resolution forming the CFD, but they shall apply to all other Improvements. Upon the completion of the acquisition of an Improvement by the City, the performance bond related to such individual Improvement provided by the Develop er pursuant to Section 6.4(f) hereof, shall be reduced by 90%, and the remaining 10% shall serve as a maintenance bond to guarantee that such Improvement will be free from defects due to faulty workmanship or mater ials for a period of one year. SECTION 16. INDEPENDENT CONTRACTOR In performing this Agreement, the Developer is an independent contractor and not the agent of the City. The City shall not have any responsibility for payment to any contractor or supplier of the 12 Developer. It is not intended by the Parties that this Agreement create a partnership or joint venture among them and this Agreement shall not otherwise be construed. SECTION 17. INDEMNIFICATION The Developer shall assume the defense of, indemnify and save harmless, the City, its officers, members, employees and agents, and the District, its officers, employees and agents, from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subject or put, by reason of, or resulting from such person’s or entity’s per formance of its obligations under this Agreement, the issuance of the Bonds and the construction of the Improvements, or arising out of any alleged misstatements of fact or alleged omission of a material fact made by the Developer, its officers, directors, employees or agents to the City, the District, the underwriter of the Bonds and its counsel, the appraiser, the special tax consultant, the market absorption consultant or bond counsel regarding the Developer, its proposed developments, its property owne rship, and any contractual arrangement it may enter into in a disclosure document describing the District and the risks relating to the Bonds. No provision of this Agreement shall in any way limit the extent of the Developer’s responsibility for payment of damages resulting from the operations of Developer and its contractors; provided, however that the Developer shall not be required to assume the defense or indemnify and save harmless any person or entity, including the City and Agency, or a ny of their respective officers, employees and agents as to actions, damages, claims, losses or expenses resulting from the breach of this Agreement, the negligence or willful misconduct of such person or entity or their officers, age nts, consultants or employees. SECTION 18. INSURANCE REQUIREMENTS Neither the Developer nor its contractor shall commence work on a n Improvement under this Agreement prior to obtaining insurance with a company or companies acceptable to the City, nor shall the Developer’s contractor allow any subcontra ctor to commence work on its subcontract until all insurance required of the subcontractor has been obtained. The Developer shall, during the life of this Agreement, notify the City in writing of any incident giving rise to any potential bodily injury or p roperty damage claim and any resultant settlements, whether in conjunction with this or any other project which may affect the limits of the required coverage, as soon as is reasonable and practical. SECTION 19. CONFLICT WITH OTHER AGREEMENTS Except as specifically provided herein, nothing contained herein shall be construed as releasing the Developer from any condition of development or requirement imposed by any other agreement with City. In the event of a conflicting provision, such other agreement shall prevail un less such conflicting provision is specifically waived or modified in writing by City. SECTION 20. TERMINATION The provisions of this Agreement related to the acquisition and financing of the Improvements shall terminate and be of no further force or effect if the first series of Bonds for the CFD are not sold within ten years from the date of this Agreement unless extended by agreement of all the Parties. If the City is unable to sell the first series of Bonds for the CFD after diligent, commercially reasonable efforts to do so, this Agreement shall terminate and be of no further force and effect; provided, 13 however, in such event, any collected Special Taxes remaining after the payment of administrative expenses of the CFD and reimbursement to the Developer of CFD formation costs shall be used to pay for Improvements in accordance with this Agreement. SECTION 21. NOTICES Any notice or approval required or permitted to be given hereunder by one party to the other shall be in writing, and the same shall be given and shall be deemed to have been received (i) upon actual receipt when personally delivered, (ii) on the date of transmission, if given by electronic mail or other electronic means (with suitable evidence of transmission retained by sender); (iii) on the delivery date as recorded by the delivery service, if send by Federal Express or other overnight mail; or (iv) on the date of receipt as noted on the signature card, if sent by certified mail, return receipt requested; provided that all such notices are sent to the party at the addresses hereinafter specified: City or District: City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attn: City Manager and Assistant City Manager With a copy to: Meyers Nave 555 12th Street, suite 1500 Oakland, California 94607 Attn: Sky Woodruff, City Attorney To Developer: c/o Kilroy Realty Corporation 100 First Street, Suite 250 San Francisco, California 94105 Attn: Jonas Vass, SVP Development With a copy to: Kilroy Realty Corporation 12200 W. Olympic Blvd., Suite 200 Los Angeles, California 90064 Attn: Legal Department Each Party may change its address for delivery of notice by delivering written notice of such change of address to the other Party hereto. SECTION 22. NO GIFT OR WAIVER The Developer and the City acknowledge and agree that: (a) The Developer or its predecessor may have constructed or may be constructing Improvements before funds that will be used to acquire them are available with the expectation that the Developer will be reimbursed for such Improvements to the exten t and in the manner set forth in this Agreement. (b) The City may inspect Improvements and process Disbursement Request Forms even if funds from the proceeds of Bonds available at the time of such inspection and processing do not exist or are not sufficient to satisfy the Disbursement Request in full. 14 (c) The Developer may convey Improvements to the City and the City may accept such Improvements even if funds from the proceeds of Bonds available at the time of such conveyance and acceptance do not exist or are not then sufficient to satisfy the Disbursement Request in full. (d) If the City accepts Improvements before a Disbursement Request is paid in full, the unpaid balance of the Disbursement Request will be paid from time to time, in any number of installments and irrespective of the length of time payment is deferred, as funds from the proceeds of Bonds become available. (e) The Developer’s conveyance or dedication of Improvements to the City before the availability of funds from the proceeds of Bonds to acquire the Improvements is not, and shall not be deemed, a gift or a waiver of the Developer’s right to payment of the purchase price of such Improvements pursuant to this Agreement. SECTION 23. GENERAL PROVISIONS (a) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the City and the Developer and their respective heirs, executors, legal representatives, successors, and authorized assigns. (b) Amendment. This Agreement may be amended at any time but only in writing signed by each Party hereto. (c) Entire Agreement. This Agreement, and the agreements referenced herein, contains the entire understanding and agreement between the Parties with respect to the matters provided for herein and supersedes all prior agreements and negotiations between the Parties w ith respect to the subject matter of this Agreement. There are no oral or written representations, understanding, undertakings or agreements which are not contained or expressly referred to herein, and any such representations, understandings or agreements are superseded by this Agreement. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Parties hereto, or the failure by a Party to exercise its rights upon the default of another Party, shall not constitute a waiver of such Party’s right to insist and demand strict compliance by such other Parties with the terms of this Agreement thereafter This Agreement shall be binding upon, and enforceable by and against the District upon the establishment of the District. (d) Exhibits. All exhibits attached hereto are incorporated into this Agreement by reference. (e) Severability. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible. (f) Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Parties hereto, or the failure by a Party to exercise its right s upon the default of another Party, shall not constitute a waiver of such Party’s right to insist and demand strict compliance by such other Parties with the terms of this Agreement thereafter. (g) No Third Party Beneficiaries. Except as provided explicitly in this Agreement, no person or entity shall be deemed to be a third party beneficiary hereof, and nothing in this Agreement 15 (either express or implied) is intended to confer upon any person or entity, other than the City, the District, and the Developer (and their respective successors and assigns), any rights, remedies, obligations or liabilities under or by reason of this Agreement. (h) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute but one instrument. (i) Assignment. The Developer may assign all or any of its rights pursuant to this Agreement to a purchaser of all or any portion of the Developer Property. Such a purchaser and assignee shall, as a condition to taking an assignment of such rights, enter into an assignment and assumption agreement with the City and the Developer, in a form reasonably acceptable to the Developer and the City, whereby such rights assigned are specified and such purchaser agrees, except as may be otherwise specifically provided therein, to assume the obligations of the Developer pursuant to this Agreement and to be bound thereby. A company that acquires all of the assets of the Developer, including ownership of the Developer itself, shall be deemed a successor and shall not require an assignment or assumption agreement to be bound by, and enjoy the benefits of, this Agreement. (j) Governing Law. This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California. (k) Construction of Agreement. This Agreement has been reviewed by legal counsel for both the City and the Developer and shall be deemed for all purposes to have been jointly drafted by the City and the Developer. No p resumption or rule that ambiguities shall be construed against the drafting Party shall apply to the interpretation or enforcement of this Agreement. (l) Attorneys’ Fees. In the event of any action or proceeding, including an arbitration or a reference pursuant to Section 638, et seq., of the Code of Civil Procedure brought by any Party against any other under this Agreement, the prevailing Party shall be entitled to recover its actual attorneys’ fees and all fees, costs and expenses incurred for prosecution, defense, consultation, or advice in such action or proceeding. In addition to the foregoing, the prevailing Party shall be entitled to its actual attorneys’ fees and all fees, costs and expenses incurred in any post -judgment proceedings to collect or enforce the judgment. This provision is separate and several and shall survive the merger of this Agreement into any judgment on this Agreement. (m) Venue and Forum. Any action at law or in equity arising under this Agreement brought by any Party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of San Mateo, State of California, and the Parties waive all provisions of law providing for the fi ling, removal or change of venue to any other Court. S-1 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written below. Dated: April __, 2021 CITY OF SOUTH SAN FRANCISCO, a political subdivision of the State of California By: Mike Futrell, City Manager ATTEST: By: Rosa Govea Acosta, City Clerk APPROVED AS TO FORM: By: Sky Woodruff, City Attorney [SIGNATURES CONTINUED ON NEXT PAGE.] S-2 [SIGNATURE PAGE CONTINUED] KR OYSTER POINT DEVELOPER, LLC, a Delaware limited liability company By: Kilroy Realty, L.P. a Delaware limited partnership, its Sole Member By: Kilroy Realty Corporation, a Maryland Corporation, its General Partner By: Name: Title: By: Name: Title: LIST OF EXHIBITS EXHIBIT A – AMENDED AND RESTATED DEVELOPMENT MANAGEMENT SERVICES AGREEMENT EXHIBIT B - DESCRIPTION OF DEVELOPER PROPERTY EXHIBIT C – DESCRIPTION OF IMPROVEMENTS EXHIBIT D - DISBURSEMENT REQUEST FORM A-1 EXHIBIT A AMENDED AND RESTATED DEVELOPMENT MANAGEMENT SERVICES AGREEMENT (Attached hereto) B-1 EXHIBIT B DESCRIPTION OF DEVELOPER PROPERTY County of San Mateo Assessor Parcel Numbers: 015-010-910 015-010-940 015-010-950 015-010-240 015-010-930 C-1 EXHIBIT C DESCRIPTION OF IMPROVEMENTS Phase Description Estimated Cost** Phase 1D Clay Cap Repair at Conveyor Property and Refuse Reclamation Area $ 8,408,270 Phase 1C Streets and Utilities at Hub 17,425,742 Phase 1C Landscaping at Bay Trail and Palm Promenade 12,584,225 Phases IID-IVD Streets and Utilities 16,551,745 Phases IID-IVD Relocation of Sewer Pump Station No. 1 3,837,525 Phases IID-IVD Landscaping at BLDC Area 5,250,127 $64,057,634 **Costs are based on actual costs of improvements paid to date plus estimates for improvements yet to be constructed, with such estimates calculated using 1st Quarter 2021 actual costs. Consequently, actual costs for improvements yet to be constructed may be higher than what has been estimated herein. D-1 EXHIBIT D CITY OF SOUTH SAN FRANCISCO COMMUNITY FACILITIES DISTRICT NO. 2021-01 (PUBLIC FACILITIES AND SERVICES), CITY OF SOUTH SAN FRANCISCO, COUNTY OF SAN MATEO, STATE OF CALIFORNIA 1. City of South San Francisco to Establish City of South San Francisco Community Facilities District No. 2021-01 (Public Facilities and Services), City of South San Francisco, County of San Mateo, State of California (the “CFD”) is hereby requested to pay from the Improvement Fund account, established by the CFD in connection with its 20__ Special Tax Bonds (the “Bonds”) to City of South San Francisco (the “City”) as payee, the sum set forth below: $_____________________ (the Requested Amount”) 2. The Requested Amount represents the payment of Improvements as supported by attached documentation. 3. The Requested Amount is due and payable, has not formed the basis of any prior request or disbursement. 4. The City, as payee, is hereby directing payment of the Requested Amount be payable to KR OYSTER POINT DEVELOPER, LLC, a Delaware limited liability company (the “Developer”), pursuant to the wiring instructions attached hereto. 5. The Requested Amount is authorized and payable pursuant to the terms of the certain Acquisition, Construction and Funding Agreement (the “Agreement”) between the City of South San Francisco, acting for and on behalf of itself and the CFD and the Developer. 6. Capitalized undefined terms used herein shall have the meaning ascribed to them in the Agreement. D-2 Dated: DEVELOPER: KR OYSTER POINT DEVELOPER, LLC, a Delaware limited liability company By: Kilroy Realty, L.P. a Delaware limited partnership, its Sole Member By: Kilroy Realty Corporation, a Maryland Corporation, its General Partner By: Name: Title: By: Name: Title: Dated: CITY OF SOUTH SAN FRANCISCO By: Its: [ATTACH WIRING INSTRUCTIONS] 909458.01/SD 377899.00001 APNS: 015-010-240, -910, -920, (Space Above This Line for Recorder’s Use Only) 015-010-930, -940, -950 FIRST AMENDMENT TO DEVELOPMENT AGREEMENT THIS FIRST AMENDMENT TO DEVELOPMENT AGREEMENT (this “Amendment”) is made as of this ____ day of April 2021, by and between the CITY OF SOUTH SAN FRANCISCO, a municipal corporation (the “City”), and KR OYSTER POINT DEVELOPER, LLC, a Delaware limited liability company (“Developer”), with reference to the following facts and circumstances (the City and Developer are sometimes referred to herein collectively as the “Parties”, and each individually as a “Party”): R E C I T A L S : A. City and Oyster Point Ventures, LLC , a Delaware limited liability company (“OPV”), entered into a Development Agreement effective March 23, 2011 (Recorder’s Document No. 2011-034324) (“Development Agreement”), to facilitate the redevelopment of that certain real property owned and to be acquired by OPV as Developer thereunder consisting of approximately 46 acres within the City of South San Francisco, County of San Mateo, State of California (“Property”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Development Agreement. B. City, OPV and Oyster Point Development, LLC a Delaware limited liability company (“OPD”), entered into an Assignment and Assumption Agreement dated August 18, 2016 (County of San Mateo Recorder’s Document No. 2016-082622), under which OPV assigned, and OPD assumed, all of OPV’s rights and obligations under the Development Agreement. Thereafter, City, OPD, and Developer entered into a Consent, Assignment and Assumption of Development Agreement dated June, 1, 2018 (County of San Mateo Recorder’s Document No. 2018-043311), under which OPD assigned, and Developer assumed, all of OPD’s rights and obligations under the Development Agreement, as amended on the date hereof. C. Developer is developing the Property as a life sciences campus which is expected to include ten research, development and office buildings, comprising a total of approximately 2.5 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attn: City Clerk 909458.01/SD 377899.00001 -2- million gross square feet of development (“Project”). The Project is being developed in four phases. D. Portions of the first phase of the Project are substantially complete, including the construction of certain public improvements described as the Clay Cap Repair in Phase ID, Phase IC Improvements, Phase IIC Improvements, and certain of the Phase IID improvements, including the Relocation of Sewer Pump Station No. 1 (collectively, “Improvements”), as each is more particularly described in section 3.2 and Exhibit 3.2 to the Disposition and Development Agreement dated March 23, 2011. Developer expects to dedicate the Improvements to the City during the third and fourth quarters of 2021. Occupancy of the first three office/research buildings in Phase I is expected by the end of 2021. E. During 2020, the Developer obtained all discretionary approvals for Phases II-IV. F. The Developer is ready to commence construction of Phase II of the Project and has a building permit application pending with the City for rough grading and retaining walls for Phase II (B21-0334). G. Section 8.09(b) of the Development Agreement, in pertinent part, provides that “Developer shall commence and complete the Phase IC and Phase ID improvements prior to commencement of construction of any Phase II improvements. . .” H. City and Developer seek to modify the Development Agreement to facilitate the commencement of Phase II of the Project which, in turn, will bring financial and other benefits to the City. I. Because all discretionary approvals for Phases II-IV have been obtained, an amendment of Section 8.09 of the Development Agreement that changes the trigger for commencement of Phase II improvements qualifies as an Administrative Agreement Amendment pursuant to Section 10.02 of the Development Agreement. J. The Parties now desire to amend the Development Agreement pursuant to the terms of this Amendment and pursuant to Government Code section 65868. A G R E E M E N T : NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows. 1. Incorporation. The foregoing recitals are true and correct and are incorporated herein by this reference and expressly made a part of this Amendment for all purposes. References to any Recital in this Amendment shall be deemed to include this reference and incorporation. 909458.01/SD 377899.00001 -3- 2. Commencement of Phase II. Section 8.09(b) of the Development Agreement is deleted in its entirety and replaced with the following: “Notwithstanding any provision of this Agreement or any other Applicable Law, City and Developer expressly agree that there is no requirement that Developer initiate or complete development of the Project or any particular phase of the Project within any particular period of time, and City shall not impose such a requirement on any Project Approval. The parties acknowledge that Developer cannot at this time predict when or the rate at which phases will be developed, or, following initiation of Phase I, the order in which phases will be developed. Notwithstanding any provision of this Agreement, Developer shall complete the Phase IC and Phase ID improvements prior to the issuance of a certificate of occupancy for Phase II improvements; and shall complete construction of the 30,000 square feet of shell space for amenities, as described in the Transportation Demand Management Plan, prior to the earlier of (i) issuance of a building permit for any building in the final phase of construction, or (ii) completion of 1,800,000 square feet of development. Such decisions depend upon numerous factors which are not within the control of Developer, such as market orientation and demand, interest rates, competition and other similar factors.” 3. Conflict. In the event of a conflict between terms and condition of this Amendment and the terms and conditions of the Development Agreement, the terms and conditions of this Amendment shall control. 4. No Further Modification. Except as set forth in this Amendment, all other terms and provisions of the Development Agreement are hereby ratified and confirmed and shall be and remain unmodified and in full force. 5. Recording. Developer shall cause this Amendment to be recorded in the Official Records of San Mateo County, California, and shall promptly provide conformed copies of the recorded Amendment to City. 6. Applicable Law/Venue. This Amendment shall be construed and enforced in accordance with the laws of the State of California, without reference to choice of law provisions. Any legal actions under this Amendment shall be brought only in the Superior Court of the County of San Mateo, State of California. 7. Interpretation. All parties have been represented by counsel in the preparation and negotiation of this Amendment, and this Amendment shall be construed according to the fair meaning of its language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Amendment. Unless the context clearly requires otherwise: (a) the plural and singular numbers shall each be deemed to include the other; (b) the masculine, feminine, and neuter genders shall each be deemed to include the others; (c) “shall,” “will,” or “agrees” are mandatory, and “may” is permissive; (d) “or” is not exclusive; and (e) “includes” and “including” are not limiting. 909458.01/SD 377899.00001 -4- 8. Headings. Section headings in this Amendment are for convenience only and are not intended to be used in interpreting or construing the terms, covenants or conditions of this Amendment. 9. Severability. Except as otherwise provided herein, if any provision(s) of this Amendment is (are) held invalid, the remainder of this Amendment shall not be affected, except as necessarily required by the invalid provisions, and shall remain in full force and effect unless amended or modified by mutual consent of the parties. 10. Counterparts. This Amendment may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts, when taken together, shall be deemed to constitute one and the same instrument. 909458.01/SD 377899.00001 S-1 IN WITNESS WHEREOF, the Parties have entered into this Amendment as of the day and year first above written. CITY OF SOUTH SAN FRANCISCO By: __________________ Mike Futrell, City Manager ATTEST: By: Rosa Govea Acosta, City Clerk APPROVED AS TO FORM: By: Sky Woodruff, City Attorney [SIGNATURES CONTINUED ON NEXT PAGE.] 909458.01/SD 377899.00001 S-2 [SIGNATURE PAGE CONTINUED] KR OYSTER POINT DEVELOPER, LLC, a Delaware limited liability company By: Kilroy Realty, L.P. a Delaware limited partnership, its Sole Member By: Kilroy Realty Corporation, a Maryland Corporation, its General Partner By: Name: Title: By: Name: Title: APNS: 015-010-240, -910, -920, (Space Above This Line for Recorder’s Use Only) 015-010-930, -940, -950 FIRST AMENDMENT TO CONSENT, ASSIGNMENT AND ASSUMPTION AGREEMENT THIS FIRST AMENDMENT TO CONSENT, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Amendment”) is made as of this ____ day of April 2021, by and between the CITY OF SOUTH SAN FRANCISCO, a municipal corporation (the “City”), and KR OYSTER POINT DEVELOPER, LLC, a Delaware limited liability company (“Developer”), with reference to the following facts and circumstances (the City and Developer are sometimes referred to herein collectively as the “Parties”, and each individually as a “Party”): R E C I T A L S : A. City and Oyster Point Ventures, LLC , a Delaware limited liability company (“OPV”), entered into a Development Agreement effective March 23, 2011 (Recorder’s Document No. 2011-034324) (“Development Agreement”), to facilitate the redevelopment of that certain real property owned and to be acquired by OPV as Developer thereunder consisting of approximately 46 acres within the City of South San Francisco, County of San Mateo, State of California (“Property”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Development Agreement. B. City, OPV and Oyster Point Development, LLC a Delaware limited liability company (“OPD”), entered into an Assignment and Assumption Agreement dated August 18, 2016 (County of San Mateo Recorder’s Document No. 2016-082622), under which OPV assigned, and OPD assumed, all of OPV’s rights and obligations under the Development Agreement. Thereafter, City, OPD, and Developer entered into a Consent, Assignment and Assumption of Development Agreement dated June, 1, 2018 (County of San Mateo Recorder’s Document No. 2018-043311), under which OPD assigned, and Developer assumed, all of OPD’s rights and obligations under the Development Agreement, as amended on the date hereof (“Consent Agreement”). RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attn: City Clerk -2- C. Section 8 of the Consent Agreement relates to the formation of a community facilities district to financing the construction and maintenance of certain public improvements and the funding of certain City services. D. City and Developer seek to modify Section 8 of the Consent Agreement to reflect changes in circumstances, including but not limited to the potential development of property owned by the City located in the vicinity of the Project. A G R E E M E N T : NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows. 1. Incorporation. The foregoing recitals are true and correct and are incorporated herein by this reference and expressly made a part of this Amendment for all purposes. References to any Recital in this Amendment shall be deemed to include this reference and incorporation. 2. Amendment of Section 8 of Consent Agreement. Section 8 of the Consent Agreement is deleted in its entirety and replaced with the following: “(a) Developer will support City’s formation of a community facilities district serving land within the East of 101 Area Plan boundar y and that is established within the parameters described in the City Manager’s October 2, 2019 staff report on the topic (“E101 CFD”), at an annual tax rate equivalent to the lesser of $1.00 per gross project square foot or such annual tax rate that applies to similarly situated projects in the East of 101 Area. (Developer acknowledges that the name of the E101 CFD might change prior to submission to property owners for approval, and that Developer’s agreement in this paragraph will apply to the community facilities district regardless of name, as long as the rate applicable to Developer complies with this paragraph.) Developer and the City have formed the City of South San Francisco Community Facilities District No. 2021-01 ( Public Facilities and Services) (“CFD No. 2021-01”) which levies a services special tax ( the “Services Special Tax”) on property owned by the Developer within the boundaries of CFD No. 2021-01. In the event that the E101 CFD is formed, the City shall include in the formation documents for the E101 CFD and recommend City Council approval of a provision that reduces Developer’s E101 CFD tax rate each year by an amount equal to the Services Special Tax rate for that same year for CFD No. 2021-01. (b) City owns property adjacent to the Property, which was included in the boundaries of CFD 2017-01 but is not included within the boundaries of CFD No. 2021-01 (“City Property”). City is pursuing potential private development of the City Property. If City proceeds with a plan for private development of the City Property, City shall include in the conditions of -3- approval or agreements related to the sale, lease, or development of the City Property and recommend City Council approval of a provision for the developer to annex the City Property to CFD No. 2021-01 or for the developer of the City Property to provide an equivalent level of financial support for the services to be funded by CFD NO. 2021-01. ” 3. Conflict. In the event of a conflict between terms and condition of this Amendment and the terms and conditions of the Consent Agreement, the terms and conditions of this Amendment shall control. 4. No Further Modification. Except as set forth in this Amendment, all other terms and provisions of the Consent Agreement are hereby ratified and confirmed and shall be and remain unmodified and in full force. 5. Recording. Developer shall cause this Amendment to be recorded in the Official Records of San Mateo County, California, and shall promptly provide conformed copies of the recorded Amendment to City. 6. Applicable Law/Venue. This Amendment shall be construed and enforced in accordance with the laws of the State of California, without reference to choice of law provisions. Any legal actions under this Amendment shall be brought only in the Superior Court of the County of San Mateo, State of California. 7. Interpretation. All parties have been represented by counsel in the preparation and negotiation of this Amendment, and this Amendment shall be construed according to the fair meaning of its language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Amendment. Unless the context clearly requires otherwise: (a) the plural and singular numbers shall each be deemed to include the other; (b) the masculine, feminine, and neuter genders shall each be deemed to include the others; (c) “shall,” “will,” or “agrees” are mandatory, and “may” is permissive; (d) “or” is not exclusive; and (e) “includes” and “including” are not limiting. 8. Headings. Section headings in this Amendment are for convenience only and are not intended to be used in interpreting or construing the terms, covenants or conditions of this Amendment. 9. Severability. Except as otherwise provided herein, if any provision(s) of this Amendment is (are) held invalid, the remainder of this Amendment shall not be affected, except as necessarily required by the invalid provisions, and shall remain in full force and effect unless amended or modified by mutual consent of the parties. 10. Counterparts. This Amendment may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts, when taken together, shall be deemed to constitute one and the same instrument. S-1 IN WITNESS WHEREOF, the Parties have entered into this Amendment as of the day and year first above written. CITY OF SOUTH SAN FRANCISCO By: __________________ Mike Futrell, City Manager ATTEST: By: Rosa Govea Acosta, City Clerk APPROVED AS TO FORM: By: Sky Woodruff, City Attorney [SIGNATURES CONTINUED ON NEXT PAGE.] S-2 [SIGNATURE PAGE CONTINUED] KR OYSTER POINT DEVELOPER, LLC, a Delaware limited liability company By: Kilroy Realty, L.P. a Delaware limited partnership, its Sole Member By: Kilroy Realty Corporation, a Maryland Corporation, its General Partner By: Name: Title: By: Name: Title: City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-324 Agenda Date:4/28/2021 Version:1 Item #:13a. Resolution of the City Council of the City of South San Francisco as Legislative Body for the City of South San Francisco Community Facilities District No.2021-01 (Public Facilities and Services),City of South San Francisco, County of San Mateo,State of California,Approving an Acquisition,Construction and Funding Agreement and Directing the Recording of a Notice of Cessation with Respect to City of South San Francisco Community Facilities District No. 2017-01 (Public Services and Facilities) WHEREAS,pursuant to a petition submitted by KR Oyster Point III,LLC,a Delaware limited liability company (“OP III”),which petition met the requirements of Section 53318 of the Act (defined below),the City Council (the “City Council”)of the City of South San Francisco (the “City”)has formed City of South San Francisco Community Facilities District No.2021-01 (Public Facilities and Services),City of South San Francisco,County of San Mateo, State of California (the “District”)pursuant to the Mello-Roos Community Facilities Act of 1982,as amended,being Chapter 2.5 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (the “Act”); and WHEREAS,the District is now authorized to levy special taxes within its boundaries and to issue bonds (the “Bonds”)secured by such special taxes to fund certain public improvements which benefit the District (the “Improvements”); and WHEREAS,affiliates of KR Oyster Point Developer,LLC,a Delaware limited liability company (the “Developer”), including OP III, collectively own all of the property within the District; and WHEREAS,the Developer and the City (acting for itself and on behalf of the District)desire to enter into the Acquisition,Construction and Funding Agreement in the form on file with the City Clerk (the “Acquisition Agreement”),to constitute a formal understanding between the Developer and the City concerning financial and other obligations and responsibilities related to the formation of the District,the Improvements to be financed by the District,and to set forth the conditions upon which the District will reimburse the Developer or its designee for certain costs of the Improvements constructed by or on behalf of the Developer,including from proceeds of the Bonds, to the extent available; and WHEREAS,the City previously formed City of South San Francisco Community Facilities District No.2017-01 (Public Services and Facilities)(“CFD No.2017-01”),the boundaries of which encompass a portion of the property in the District,and the City Council,acting as the legislative body of CFD No.2017-01,desires to record a notice of cessation of special tax for CFD No. 2017-01 on the property within the boundaries thereof; and NOW, THEREFORE, the City of South San Francisco, does hereby resolve as follows: 1.Each of the above recitals is true and correct. 2.The form of the Acquisition Agreement on file with the City Clerk is approved as to form,and Mayor of the City of South San Francisco Printed on 5/7/2021Page 1 of 2 powered by Legistar™ File #:21-324 Agenda Date:4/28/2021 Version:1 Item #:13a. 2.The form of the Acquisition Agreement on file with the City Clerk is approved as to form,and Mayor of the City,or such other member of the City Council as the Mayor may designate,the City Manager,the Assistant City Manager (or any interim Assistant City Manager),and the Director of Finance,and any designee thereof (each an “Authorized Officer”and together,the “Authorized Officers”),is authorized to execute,and the City Clerk (or any deputy city clerk)is authorized to attest,the Acquisition Agreement in substantially the form on file with the City Clerk,together with such changes as are approved by the Authorized Officer executing the same,with the approval of such changes to be conclusively evidenced by the execution and delivery thereof. 3.The Authorized Officers are hereby directed to prepare and record a notice of cessation of special tax for CFD No. 2017-01 in accordance with the Section 53330.5 of the Act on the property within the boundaries thereof. 4.This resolution shall take effect immediately upon its passage. ***** City of South San Francisco Printed on 5/7/2021Page 2 of 2 powered by Legistar™ Stradling Yocca Carlson & Rauth Draft of 4/16/21 CITY OF SOUTH SAN FRANCISCO COMMUNITY FACILITIES DISTRICT NO. 2021-01 (PUBLIC FACILITIES AND SERVICES), CITY OF SOUTH SAN FRANCISCO, COUNTY OF SAN MATEO, STATE OF CALIFORNIA ACQUISITION, CONSTRUCTION AND FUNDING AGREEMENT THIS AGREEMENT is made and entered into by and between CITY OF SOUTH SAN FRANCISCO (the “City”), acting for and on behalf of itself and CITY OF SOUTH SAN FRANCISCO COMMUNITY FACILITIES DISTRICT NO. 2021-01 (PUBLIC FACILITIES AND SERVICES), CITY OF SOUTH SAN FRANCISCO, COUNTY OF SAN MATEO, STATE OF CALIFORNIA (the “District” or “CFD”) and KR OYSTER POINT DEVELOPER, LLC, a Delaware limited liability company (the “Developer”), each individually a “Party” and collectively the “Parties.” WHEREAS, affiliates of the Developer acquired certain real property commonly known as the “Oyster Point Business Park” and which was part of a redevelopment project of the South San Francisco Redevelopment Agency (“Project”). Pursuant to that certain Consent, Assignment and Assumption Agreement dated August 18, 2016, Oyster Point Development, LLC, City, and the Successor Agency to the former South San Francisco Redevelopment Agency (“Agency”) are parties to that certain Disposition and Development Agreement (“DDA”), dated March 23, 2011. The DDA was assigned to the Developer, and then pursuant to that certain Assignment and Assumption Agreement dated June 1, 2018, the DDA was ultimately assigned to Kilroy Realty TRS, Inc. (“KR TRS”). WHEREAS, the DDA provides for the construction of certain public improvements on property owned by the City, and in part, by affiliates of the Developer, as more particularly set forth and described in section 3.2 and Exhibit 3.2 to the DDA (collectively, “Project Improvements”). The DDA allocates costs and responsibility of design and construction responsibility between the Developer and the Agency with respect to some of the Project Improvements or makes elements of Project Improvements eligible for reimbursement from funds obtained by the issuance of bonds by a community facilities district to be formed by the City. As discussed below, some of the Project Improvements were already under construction at the time that the Parties entered into this Agreement. Those Project Improvements are known as the Clay Cap Repair in Phase ID, Phase IC Improvements, Phase IIC Improvements, and Relocation of Sewer Pump Station No. 1 as each is described in the DDA (“Shared Improvements”). In accordance with the terms of the DDA, certain funds were deposited by the Agency into an escrow account controlled by the City to reimburse the Developer on an on -going basis for of Agency’s share of the costs of the Shared Improvements. Other Project Improvements are eligible for CFD reimbursement for some or all elements but the Agency and the City are making no financial contribution toward their costs (collective, “Developer Improvements”). Where in this Agreement there is no need to differentiate between the Shared Improvements and Developer Improvements, the Shared Improvements and Developer Improvements may be referred to collectively as “Improvements.” The respective shares of the costs of the Shared Improvements and the elements of the Improvements eligible for CFD reimbursement are identified in Exhibit 3.4.1 of the DDA. WHEREAS, in October 2018, the City and KR TRS entered into an Amended and Restated Development Management Services Agreement dated October 2018 by and among the City and KR TRS (“DMSA”) which sets out the terms by which KR TRS will provide development management 2 services for the design, engineering, permitting, construction, completion and dedication of the Shared Improvements. A copy of the DMSA is attached hereto as Exhibit “A” and incorporated herein. WHEREAS, in accordance with the terms of the DMSA, since March 2018, the Developer (and its predecessor) and the City have been cooperating in the construction of the Shared Improvements. As provided under the DMSA, the Developer has been reimbursed, in p art, for the construction of Agency allocated Shared Improvements. The Developer anticipates that certain of the Shared Improvements will be ready to be dedicated to the City in the first quarter of 2021, with the balance being completed and dedicated by the fourth quarter of 2021. WHEREAS, in January 2021, KR Oyster Point III, LLC, a Delaware limited liability company (“OP III”), an affiliate of the Developer and owner of property subject to the terms of the DDA, has requested that the City consider the formation of a community facilities district (“CFD”) pursuant to the provisions of the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”) encompassing the parcels identified on Exhibit “B” attached hereto (collectively “Developer Property”), all of which are owned by affiliates of Developer. Developer, OP III, KR TRS, and the other property owners within the CFD are each under the ownership or control of Kilroy Realty, L.P., a Delaware limited partnership, whose general partner is Kilroy Realty Corporation, a Real Estate Investment Trust listed on the NYSE; and WHEREAS, January 27, 2021 the City Council adopted Resolution No. 18-2021 stating its intention to form the District with respect to the Developer Property and schedul ed a noticed public hearing for March 10, 2021 as required by the Act to form/establish the District, authorize the lien and the levy of special taxes pursuant to a rate and method of apportionment (“Rate and Method”) and authorize the issuance of bonded indebtedness by the District in an amount not to exceed $105,000,000 for the payment of the construction of certain public improvements within the boundaries of the CFD to be owned, operated or maintained by the City and incidental expenses in accordance with the Act; and WHEREAS, as contemplated in the DDA, the Developer desires to be reimbursed from the proceeds of bonds issued by the District for the elements of the Improvements that are eligible for CFD reimbursement according to Exhibit 3.4.1 of the DDA, as more particularly set forth and described on Exhibit “C” attached hereto; and WHEREAS, pursuant to the DDA, the Improvements are required as a condition of developing the Project and are necessary to mitigate impacts arising from such development. The City will benefit from a coordinated plan of design, engineering and construction of the Improvements; and WHEREAS, similar to its reasoning for entering into the DMSA, the City has determined that it will obtain no advantage from undertaking the construction of the Improvements and that the Improvements may be constructed by the Developer as if they had been constructed under the direction and supervision, or under the authority of, the City; and WHEREAS, the City is authorized by the Act to form the CFD and to iss ue bonds secured by Special Taxes (as defined in Section 2.2) of the District (the “Bonds”) to fund the Improvements; and WHEREAS, the City Council has adopted the City’s policies and procedures concerning the use of special district financing programs to finance City public improvement facilities (the “Policy”); and 3 WHEREAS, the purpose of this Agreement is to constitute a formal understanding between the Developer and the City (pursuant to the requirements of Government Code Section 53313.51 and other provisions of the Act and the Policy) concerning financial and other obligations and responsibilities related to the formation of the CFD, the Improvements to be financed in whole or in part by the District, when and if formed, to the extent funds are availa ble, and to set forth the conditions upon which the District will reimburse the Developer or its designee for the cost of elements of the Improvements constructed by or on behalf of the Developer that are eligible for CFD reimbursement according to Exhibit 3.4.1 of the DDA, which have not been previously paid for by the Agency. NOW, THEREFORE, it is mutually agreed between the respective Parties as follows: SECTION 1. FEASIBILITY STUDY The City has retained, at the Developer’s expense, the necessary consultants to ana lyze the proposed formation of the CFD, including the special tax consultant, bond counsel, and other consultants deemed necessary by the City. The Developer has advanced to the City a sum of money for such costs, all or a part of which may be eligible for reimbursement from the District in accordance with the Reimbursement Agreement dated as of January 27, 2021 (the “Reimbursement Agreement”) between the Developer and the City. SECTION 2. SALE OF BONDS 2.1. City Policies. The City Council has adopted the Policy, setting forth the City’s policies and procedures concerning the use of special district financing programs to finance the Improvements. The Parties hereby agree that, unless waived by the City if certain findings can be made as provided in the Policy and/or Act, at the time of issuance of the Bonds, the ratio of the value of all parcels of property for which the Bonds are being issued to the amount of outstanding community facilities district or assessment district bonds attributable to such parcels (the “Value -to-Lien Ratio”) may not be less than three-to-one (3:1). Unless waived by the City, the value of the property within the CFD for purposes of determining the foregoing ratio will be determined based on the appraised value of the property based on the appraisal made by an appraiser selected by the City with a valuation date within three (3) months of the date of pricing of the Bonds (or a longer period as determined by the City), or, with respect to developed projects (as determined in the sole discretion of the City) or issuance of refunding bonds, the assessed value of the property. Subject to satisfaction of the Policy and the requirements of this Agreement, the City shall use its best efforts to issue and sell the Bonds in one or more series in an amount sufficient to fund the Improvements in accordance with the schedule for development of the Developer Property, unless otherwise agreed to by the Developer. 2.2. [Intentionally Omitted] 2.3. Major Landowner Initial and Continuing Disclosure. An owner of land (or owners which are affiliates) within the boundaries of the CFD which is responsible for twenty percent (20%) or more of the Special Tax in the fiscal year in which the Bonds are issued or in the fiscal year following the fiscal year in which the Bonds are issu ed (a “Major Landowner”) will be required to provide all information regarding the development of its property, including the financing plan for such development, which is necessary to ensure that the official statement for such Bonds complies with the requirements of Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”) and all other applicable federal and state securities laws. The Developer acknowledges that, if it (or its affiliates) is a Major Landowner at the time of issuance of the Bonds, it will be necessary that the Developer or its 4 affiliates enter into a continuing disclosure agreement to provide such continuing disclosure pertaining to the development of the land owned by the Developer or its affiliates within the CFD as necessary to assist the underwriter in complying with the continuing disclosure requirements of the Rule and/or to assist in the marketing of the Bonds. 2.4. Bond Issuance Parameters. The terms and conditions upon which each series of the Bonds shall be issued and sold, the method of sale of the Bonds and the pricing of the Bonds shall be determined solely by the City in its reasonable discretion in conformance with the requirements of Government Code Section 53313.5, the Act, the Policy, and this Agreement. The Bonds shall be issued with a term not to exceed 35 years from the date of issuance of the Bonds, or such longer term as is then permitted by law. The proceeds of the Bonds shall be used in the following priority to (1) fund a reserve fund for the payment of principal and interest with respect to the Bonds in an initial amount equal to the least of (i) ten percent (10%) of the total bond issue, (ii) maximum annual debt service on the Bonds, or (iii) 125% of average annual debt service on the Bonds; (2) fund capitalized interest through the interest payment date on the Bonds for which Special Taxes are not available for payment of debt service on the Bonds; (3) reimburse the Developer or its designee pursuant to Section 1 hereof for CFD formation costs which have not already been reimbursed to the Developer; (4) pay for costs of issuance of the Bonds including, without limitation, underwriter’s discount, bond counsel and disclosure counsel fees, municipal advisor fees, appraisal and special tax consultant fees, printing, and fiscal agent fees, not otherwise already paid pursuant to the terms of the Reimbursement Agreement ; and (5) pay for the actual costs of the elements of the Improvements that are eligible for CFD reimbursement according to Exhibit 3.4.1 of the DDA. The District shall maintain records relating to the disbursements of proceeds of the sale of the Bonds. The Indenture or Resolution (hereinafter “Indenture”) for the Bonds shall establish an acquisition and construction fund or improvement fund (herein, the “Improvement Fund”) into which shall be deposited initially the proceeds of the Bonds net of the amount of proceeds required to fund items (1) through (4) in the second preceding sentence. To the extent authorized by applicable law, interest earned on moneys deposited in the Improvement Fund shall remain in such account until such time as all of the Improvements have been funded. The Indenture shall provide that amounts remaining in the Improvement Fund after funding all proposed Improvements or sooner, as agreed by the City and the Developer, shall be deposited in the special tax fund or bond service fund and be applied to pay debt service on the Bonds and/or to call Bonds in advance of maturity. SECTION 3. ALLOCATION OF SPECIAL TAXES Prior to the issuance of Bonds, the City Council of the City, acting as the legislative body of the District, may levy Special Taxes on all parcels classified as Developed Property pursuant to the Rate and Method. Such Special Taxes collected by the City shall first be applied to fund annual administrative expenses of the District and then to fund Improvements in the same manner as the proceeds of Bonds as set forth herein. Upon sale and delivery of the Bonds, the City shall annually levy the Special Tax as provided for in documents pursuant to which the Bonds were issued. Following the issuance of the Bonds, the City shall have no obligation to levy Special Taxes to reimburse the Developer for the costs of any Improvements not paid for from Bond proceeds and/or Special Taxes. The entire amount of any Special Tax levied by the District to repay the Bonds and recover costs and expenses allowable pursuant to Government Code Section 53313.5, shall be allocated to the District. SECTION 4. [INTENTIONALLY OMITTED] 5 SECTION 5. DESIGN PLANS AND SPECIFICATIONS The requirements of this Section 5 shall not apply to any Shared Improvement, rather the design plan and specification requirements set forth in the DMSA shall apply to the Shared Improvements. The requirements set forth in this Section 5 shall apply to the Developer Improvements. All plans, specifications and bid documents for the Developer Improvements (“Plans”) to be constructed by the Developer shall be prepared by the Developer at the Developer’s initial expense, subject to approval by the applicable public agency. Costs for preparation of the Plans will be eligible for reimbursement, conditioned upon the final approval of the applicable public agency and the availability of funds. Reimbursement of costs for plan revisions will be considered on a case by case basis. All facilities shall be bid in accordance with “public works” requirements of Section 6.4 to be eligible for reimbursement. The Developer shall not award bids for construction, or commence or cause commencement of construction, of an Improvement until the Plans and bidding documents have been approved by the City. SECTION 6. CONSTRUCTION OF IMPROVEMENTS 6.1. Construction. All Improvements to be acquired hereunder shall be constructed by or at the direction of the Developer in accordance with the approved Plans or the DMSA. The Developer shall perform all of its obligations hereunder or pursuant to the DMSA. The Developer shall conduct all operations with respect to the construction of the Improvements in a good, workmanlike and commercially reasonable manner, with the standard of diligence and care normally employed by duly qualified persons utilizing their best efforts in the performance of comparable work and in accordance with generally accepted practices appropriate to the activities undertaken. The Developer shall employ at all times adequate staff or consultants with the requisite experience necessary to administer and coordinate all work related to the design, engineering, acquisition, construction and installation of the Improvements to be acquired by the City from the Developer hereunder. 6.2. City-Step In Rights. The Developer shall not be relieved of its obligation to construct Improvements and to convey each such Improvement to the City in accordance herewith, even if there are insufficient Bond proceeds to pay the acquisition price thereof. Should the Developer notify the City that the Developer is unable to complete any such Improvement, the City shall have the right but not the obligation to require the Developer to make an irrevocable offer of dedication to the City of the land owned by the Developer for the Improvement identified in the notice and to assume responsibility for the work to be performed thereunder. In the event the City elects to assume the responsibility for any work on a previously awarded contract as described in the preceding sentence, the following will occur: (i) the Developer will make an irrevocable offer of dedication to the City of the land owned by the Developer for such Improvement identified in the notice; (ii) to the extent permitted by law and the applicable contract, the Developer will assign all of the contracts for the work performed to date on the Improvement identified in the notice to the City, if requested to do so by the City Manager; the City will use its best efforts to complete the Improvement within a reasonable time frame; and upon completion of the Improvement, to the extent there are Special Taxes or proceeds of the Bonds available following payment to the City for the costs of completing such Improvement, the Developer will be reimbursed for the lesser of the cost or value of the previously unreimbursed satisfactory work performed or paid for by the Developer. The cost of such work will be determined by taking the unreimbursed amounts expended by the Developer under the contract(s) taken over by the City and deducting any incremental cost incurred by the City to complete the work under the contracts in 6 question. Incremental cost shall be costs in excess of the sum of the original contract cost plus change orders approved by the City. 6.3. Relationship to Public Works. This Agreement is for the acquisition of the Improvements by the City from proceeds of Bonds or if applicable Special Taxes and is not intended to be a public works contract. The City and the Developer agree that the Improvements are of local, and not state-wide concern, and that the provisions of the California Public Contracts Code shall not apply to the construction of the Improvements. The City and the Developer agree that this Agreement is necessary to assure the timely and satisfactory completion of the Improvements and that compliance with the Public Contracts Code with respect to the Improvements would work an incongruity and would not produce an advantage to the City or the District. Notwithstanding the foregoing, the Developer agrees that, in accordance with the Act, it shall construct the Improvements as if they were constructed under the direction and supervision or under the authority of the City. As noted above, the Shared Improvements were already under construction at the time that the Parties entered into this Agreement and undertaken by Developer according to the DMSA and applicable provisions of this Agreement. 6.4. City Requirements. In order that the Developer Improvements may be properly and readily acquired by the City with funds in the Improvement Fund, the Developer shall comply with all of the requirements in this Section 6.4. Funds in the Improvement Fund shall be available to reimburse Developer for completed Shared Improvements provided that the Developer has followed the requirements set forth in the DMSA that are consistent with the requirements in Sections 6.4(a) through 6.4(i) below. The Developer shall provide such proof to the City as the City may reasonab ly require and at such intervals and in such form as the City may reasonably require, that the following requirements have been satisfied as to all such Improvements: (a) The Developer shall prepare a bid package for review, comment and approval by the City Manager of the City or the Public Works Director, and/or his or her designee (the “City Representative”). The City Representative shall respond with any comments within [ten (10) calendar days. If the City Representative fails to respond within such 10 calendar day period, City approval shall be deemed received after delivery by electronic mail of a notice to the City Representative that the Developer is proceeding with the bid process. (b) Developer shall provide notice of the competitive bid process to and obtain competitive bids from a minimum of three (3) bidders. If there are less than 3 qualified bidders due to the nature of Improvement, the construction timeline, or any other relevant factor then the minimum number of bidders shall be one, provided the City Representative approves such lower number of bidders. Developer shall mail notices inviting bids to the recipients approved (or deemed to have been approved) by the City Representative. The notices shall be distributed (by mail or electronic mail) no less than thirty (30) calendar days before the opening date of the bids. The notices shall distinctly describe the project and state the time and place for submission of bids and may disclose the Developer’s right to elect to perform the work under Secti on 53329.5 of the Act. Bids shall be submitted to the Developer either via hard copy or email. The bids shall be received and opened by the Developer and there shall be no requirement for a public bid opening. After the bids are received and opened by the Developer, the Developer may contact one or more of the bidders and request clarification of any bid or adjustments to the bid to comply with the specifications of the proposed project so that all bids may be evaluated on a comparable basis. Notwithstanding the foregoing in this Section 6.4(b), Developer and City Representative may agree to different procedures with respect to the procedures set forth herein should the facts and circumstances warrant such different procedure. 7 (c) The Developer shall submit to the City written evidence of such competitive bidding procedure set forth herein, including evidence of the means by which bids were solicited, a listing of all responsive bids and their amounts (as may be adjusted in Section 6.4(b) above), and the name or names of the contractor or contractors to whom the Developer proposes to award the contracts for such construction. (d) The contract for the construction of any Improvements shall be awarded to the responsible bidder submitting the lowest responsive bid (as adjusted pursuant to subsection 6.4(b)(4)), if applicable) for the construction of such Improvements or, if the Developer elects to perform the work pursuant to Section 53329.5 of the Act, the Developer shall perform the work at the prices specified in the bid of the lowest responsible bidder. (e) The specifications and bid and contract documents shall require all such contractors to pay prevailing wages and to otherwise comply with applicable provisions of the Labor Code and the Government Code relating to public works projects and as required by the procedures and standards of the City with respect to the construction of its public works projects. (f) The Developer shall submit faithful performance and payment bonds in form and substance reasonably acceptable to the City with respect to the construction of the Improvements. (g) The Developer and its contractor and subcontractors shall be required to provide proof of insurance coverage throughout the term of the construction of the Improvements, which they will construct in conformance with the City’s standard procedures and requirements. The City’s insurance requirements are set out in Section 18 herein. (h) The Developer and all such contractors shall comply with such other requirements relating to the construction of the Improvements which the City may impose by written notification delivered to the Developer and each such contractor at the time either prior to the receipt of bids by the Developer for the construction of such Improvements or, to the extent require d as a result of changes in applicable laws, during the progress of construction thereof; provided that such other requirements shall only be imposed to the extent the City reasonably determines they are required in order to comply with applicable law. In accordance with Section 7, the Developer shall be deemed the awarding body and shall be solely responsible for compliance and enforcement of the provisions of the Labor Code and Government Code. (i) A “Change Order” is an order from the Developer to a contractor authorizing a change in the work to be performed. The Developer shall receive comments from the City Representative prior to the Developer’s approval of any Change Order. The City Representative shall comment on or deny the Change Order request within five (5) business days of receipt of all necessary information. The City’s comments to a Change Order shall not be unreasonably delayed, conditioned or withheld. The Developer shall not be entitled to be compensated for costs associated with a “Change Order” that has not been approved by the City Representative. The Developer shall provide proof to the City, at such intervals and in such form as the City may reasonably require, that the foregoing requirements have been satisfie d as to all of the Improvements which are funded through Bond proceeds. 8 SECTION 7. INSPECTION; COMPLETION OF CONSTRUCTION The City shall have primary responsibility for inspecting the Improvements to assure that the work is being accomplished in accordance with the Plans and in accordance with Section 6.10 of the DDA (notwithstanding that the DDA references only PhaseIC and PhaseID Improvements). Such inspection does not include inspection for compliance with safety requirements by the Developer’s contractor(s). The City’s personnel shall be granted access to each construction site at all reasonable times for the purpose of accomplishing such inspection. In accordance with Section 6.10.1 of the DDA, promptly after substantial completion (subject to correction of punch list items of all construction and development of all or any distinct portion of the Improvements capable of independent use, Developer shall notify the City in writing certifying the same (“Written Notification”). With respect to Improvements not identified as Phase IC and Pha se ID Improvements, any actual costs reasonably incurred by the City for inspection not previously paid by the Developer shall be reimbursed from funds in the Improvement Fund. In accordance with Section 6.10.2 of the DDA, within ten (10) business days of receipt of Written Notification from the Developer that the Improvement(s) has been completed (or substantially completed) in accordance with the Plans, the City shall either (i) confirm the same, which confirmation may be based upon inspection by the Public Works Director and any other City official necessary, and upon such confirmation of the same shall furnish Developer with a final Certificate of Completion, in the form attached to the DDA, as approved by City Council, or (ii) provide Developer with a Written Statement for the reasons City refused or failed to furnish a Certificate of Completion and the action Developer must take to obtain a Certificate of Completion. If the City fails to provide such Written Statement within the 10-day period, Developer shall be deemed entitled to the Certificate of Completion and City shall promptly issue the same to Developer. The Certificate of Completion shall be in a form as to permit it to be recorded in the Office of the County Recorder of San Mateo County (“County Recorder”), if appropriate. The Developer shall file the Certificate of Completion with the County Recorder upon its receipt, if appropriate. SECTION 8. LIENS With respect to any Improvement that was complete (as determined by the City Council) prior to the adoption by the City Council of the resolution forming the CFD, prior to any payment by the CFD to the Developer for such Improvement, the Developer shall provide to the City such evidence or proof as the City shall require that all persons, firms and corporations supplying work, labor, materials, supplies and equipment for the construction of the Improvements have been paid, and that no claims of liens have been recorded by or on behalf of any such person, firm or corporation. With respect to Improvements, upon the earlier of (i) receipt of all applicable lien releases, or (ii) expiration of the time for the recording of claim of liens as prescribed by Sections 3115 and 3116 of the Civil Code, the Developer shall provide to the City such evidence or proof as the City shall require that all persons, firms and corporations supplying work, labor, materials, supplies and equipment for the construction of the Improvements have been paid, and that no claims of liens have been recorded by or on behalf of any such person, firm or corporation. SECTION 9. ACQUISITION; ACQUISITION PRICE; SOURCE OF FUNDS 9 The costs eligible to be included in the acquisition price of a n Improvement (the “Actual Costs”) shall include: (i) The actual hard costs for the construction of such Improvement as established by the City-approved construction contracts and approved Change Orders, including costs of payment, performance and maintenance bonds and insurance costs, pursuant to this Agreement; (ii) The design and engineering costs of such Improvement including, without limitation, the costs incurred in preparing the Plans . Costs for plan revisions will be considered on a case by case basis; (iii) The costs of environmental evaluations and public agency permits and approvals attributable to the Improvement; (iv) Costs incurred by the Developer for construction management and supervision of such Improvement, not to exceed five percent (5%) of the actual construction cost, subject to prior approval by the City of any construction management or supervision contract with respect to an Improvement; (v) Professional costs associated with the Improvement such as engineering, inspection, construction staking, materials, testing and similar professional services; and (vi) Costs approved by the City in accordance with the Act of acquiring any real property or interests therein required for the Improvement including, without limitation, any water tank sites, temporary construction easements, temporary by-pass road and maintenance easements. Provided the Developer has complied with the requirements of this Agreement and/or DMSA, as applicable, the City agrees to pay the acquisition price of a completed Improvement to the Developer or its designee within thirty (30) days after the Developer’s satisfaction of the preco nditions to such payment stated herein, but only to the extent there are sufficient funds available in the Improvement Fund, and thereafter when funds are available in the Improvement Fund until Developer is paid in full. The acquisition price to be paid from Bond proceeds for the acquisition of an Improvement by the City shall be the total of the Actual Costs of the Improvement as determined by the Developer’s engineer in consultation with the City’s Engineer. As a condition to the payment of the acquisit ion price, the ownership of the completed Improvement shall be transferred to the City by grant deed, bill of sale or such other documentation as such public agency may require free and clear of all taxes, liens, encumbrances, and assessments, but subject to any exceptions determined by the City to not interfere with the actual or intended use of the land or interest therein (including the lien of a community facilities district so long as the subject property is exempt from taxation or is otherwise not taxable by such community facilities district). Upon the transfer of ownership of Improvements or any portion thereof to the City, the City shall be responsible for the maintenance of such Improvements or the portion transferred. Notwithstanding the foregoing, the acquisition price of an Improvement may be paid prior to transfer of ownership and acceptance of the Improvement if it is substantially completed at the time of payment. The Improvement shall be considered “substantially complete” when it has been reasonably determined by 10 the City to be usable, subject to final completion of such items as the final lift or any other items not essential to the primary use or operation of the Improvement. For purposes of determining the acquisition price to be paid b y the District for the acquisition of the Improvements by the City, the value of such Improvements shall include the construction costs specified in the City-approved contracts and City-approved Change Orders conforming to Section 6, as hereinbefore specified. City approval is a condition prior to initiation of contract work. Upon completion of the construction of an Improvement, the Developer shall deliver or cause to be delivered to the City a Disbursement Request Form in substantially the form of Exhibit “D,” attached hereto, copies of the contract(s) with the contractor(s) who have constructed the Improvement and other relevant documentation with regard to the payments made to such contractor(s) and each of them for the construction of the Improvement, documentation evidencing payment of prevailing wages, and shall also provide to the City invoices and purchase orders with respect to all equipment, materials and labor purchased for the construction of the Improvements. The City shall require the City Engineer to complete its determination of the acquisition price of the Improvements as promptly as is reasonably possible. Notwithstanding the preceding provisions of this Section, the source of funds for the acquisition of the Improvements or any portion thereof shall be funds in the Improvement Fund. If for any reason beyond the City’s control the Bonds are not sold, the City shall not be required to acquire the Improvements from the Developer, except to the extent of funds from the collection of Special Taxes. In addition to the foregoing, the City shall have the right to withhold payment for acquisition of an Improvement, if: (a) the Developer or any of its affiliates is delinquent in the payment of any Special Taxes levied by the District on properties then owned by the Developer or any of its affiliates within the CFD, or (b) the Developer is not then in substantial compliance with a condition or obligation imposed upon the Developer Property by the City, including but not limited to, payment of all applicable fees, dedication of all applicable rights-of-way or other property and construction requirements. The City shall immediately provide written notice to the Developer of the decision to withhold any such payment and shall specify the reason for such decision. If the payment is withheld as a result of the delinquency in the payment of Special Taxes, the notice shall identify the delinquent parcels and the amount of such delinquency. If the payment is withheld as a result of substantial non -compliance with a condition or obligation, the notice shall specify such condition or obligation and what action will be necessary by the Developer to substantially comply with such condition or obligation. Upon receipt of evidence reasonably satisfactory to the City that the Developer has paid the delinquent Special Taxes or complied with the subject condition or obligation, the City shall forthwith make all payments which have been withheld pursuant to the provisions of this Section. SECTION 10. EASEMENTS Without limiting the Developer’s rights to reimbursement for such grants pursuant to Section 9 above, the Developer and City agree, at the time the City acquires the Improvements as provided in Section 9 hereof, to grant, execute and record instruments in the form acceptable to each of the parties, 11 granting to the other party, access, utility and maintenance easements in connection with each party’s proposed use, which may be reasonably necessary for the proper operation and maintenance of such Improvements, or any part thereof. SECTION 11. PERMITS The Developer shall be responsible for obtaining all necessary construction permits from the City and/or the County (if appropriate) covering construction and installation of the Improvements. SECTION 12. MAINTENANCE Prior to the transfer of ownership of an Improvement by the Developer to the City, as provided in Section 9 hereof, the Developer shall be responsible for the maintenance thereof and shall require its contractor(s) to repair all facilities damaged by any party other than the City, prior to acceptance by the City and/or make corrections determined to be necessary by the City’s inspection personnel. The City shall not be permitted to place any Improvement in service prior to acceptance of the same, unless the Developer otherwise consents in writing. SECTION 13. INSPECTION OF RECORDS The City shall have the right to review all books and records of the Developer pertaining to the costs and expenses incurred by the Developer for the design and construction of the Improvements during normal business hours by making arrangements with the Developer. The Developer shall have the right to review all books and records of the City pertaining to costs and expenses incurred by the City for services of the Engineer by making arrangements with the City. SECTION 14. OWNERSHIP OF IMPROVEMENTS Notwithstanding the fact that some or all of the Improvements may be constructed in dedicated street rights-of-way or on property which has been or will be dedicated to the City, each Improvement shall be and remain the property of the Developer until acquired by the City as provided in this Agreement. SECTION 15. MATERIALS AND WORKMANSHIP WARRANTY The requirements of this Section shall not apply to any Improvement that was complete (as determined by the City Council) prior to the adoption by the City Council of the resolution forming the CFD, but they shall apply to all other Improvements. Upon the completion of the acquisition of an Improvement by the City, the performance bond related to such individual Improvement provided by the Develop er pursuant to Section 6.4(f) hereof, shall be reduced by 90%, and the remaining 10% shall serve as a maintenance bond to guarantee that such Improvement will be free from defects due to faulty workmanship or mater ials for a period of one year. SECTION 16. INDEPENDENT CONTRACTOR In performing this Agreement, the Developer is an independent contractor and not the agent of the City. The City shall not have any responsibility for payment to any contractor or supplier of the 12 Developer. It is not intended by the Parties that this Agreement create a partnership or joint venture among them and this Agreement shall not otherwise be construed. SECTION 17. INDEMNIFICATION The Developer shall assume the defense of, indemnify and save harmless, the City, its officers, members, employees and agents, and the District, its officers, employees and agents, from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subject or put, by reason of, or resulting from such person’s or entity’s per formance of its obligations under this Agreement, the issuance of the Bonds and the construction of the Improvements, or arising out of any alleged misstatements of fact or alleged omission of a material fact made by the Developer, its officers, directors, employees or agents to the City, the District, the underwriter of the Bonds and its counsel, the appraiser, the special tax consultant, the market absorption consultant or bond counsel regarding the Developer, its proposed developments, its property owne rship, and any contractual arrangement it may enter into in a disclosure document describing the District and the risks relating to the Bonds. No provision of this Agreement shall in any way limit the extent of the Developer’s responsibility for payment of damages resulting from the operations of Developer and its contractors; provided, however that the Developer shall not be required to assume the defense or indemnify and save harmless any person or entity, including the City and Agency, or a ny of their respective officers, employees and agents as to actions, damages, claims, losses or expenses resulting from the breach of this Agreement, the negligence or willful misconduct of such person or entity or their officers, age nts, consultants or employees. SECTION 18. INSURANCE REQUIREMENTS Neither the Developer nor its contractor shall commence work on a n Improvement under this Agreement prior to obtaining insurance with a company or companies acceptable to the City, nor shall the Developer’s contractor allow any subcontra ctor to commence work on its subcontract until all insurance required of the subcontractor has been obtained. The Developer shall, during the life of this Agreement, notify the City in writing of any incident giving rise to any potential bodily injury or p roperty damage claim and any resultant settlements, whether in conjunction with this or any other project which may affect the limits of the required coverage, as soon as is reasonable and practical. SECTION 19. CONFLICT WITH OTHER AGREEMENTS Except as specifically provided herein, nothing contained herein shall be construed as releasing the Developer from any condition of development or requirement imposed by any other agreement with City. In the event of a conflicting provision, such other agreement shall prevail un less such conflicting provision is specifically waived or modified in writing by City. SECTION 20. TERMINATION The provisions of this Agreement related to the acquisition and financing of the Improvements shall terminate and be of no further force or effect if the first series of Bonds for the CFD are not sold within ten years from the date of this Agreement unless extended by agreement of all the Parties. If the City is unable to sell the first series of Bonds for the CFD after diligent, commercially reasonable efforts to do so, this Agreement shall terminate and be of no further force and effect; provided, 13 however, in such event, any collected Special Taxes remaining after the payment of administrative expenses of the CFD and reimbursement to the Developer of CFD formation costs shall be used to pay for Improvements in accordance with this Agreement. SECTION 21. NOTICES Any notice or approval required or permitted to be given hereunder by one party to the other shall be in writing, and the same shall be given and shall be deemed to have been received (i) upon actual receipt when personally delivered, (ii) on the date of transmission, if given by electronic mail or other electronic means (with suitable evidence of transmission retained by sender); (iii) on the delivery date as recorded by the delivery service, if send by Federal Express or other overnight mail; or (iv) on the date of receipt as noted on the signature card, if sent by certified mail, return receipt requested; provided that all such notices are sent to the party at the addresses hereinafter specified: City or District: City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attn: City Manager and Assistant City Manager With a copy to: Meyers Nave 555 12th Street, suite 1500 Oakland, California 94607 Attn: Sky Woodruff, City Attorney To Developer: c/o Kilroy Realty Corporation 100 First Street, Suite 250 San Francisco, California 94105 Attn: Jonas Vass, SVP Development With a copy to: Kilroy Realty Corporation 12200 W. Olympic Blvd., Suite 200 Los Angeles, California 90064 Attn: Legal Department Each Party may change its address for delivery of notice by delivering written notice of such change of address to the other Party hereto. SECTION 22. NO GIFT OR WAIVER The Developer and the City acknowledge and agree that: (a) The Developer or its predecessor may have constructed or may be constructing Improvements before funds that will be used to acquire them are available with the expectation that the Developer will be reimbursed for such Improvements to the exten t and in the manner set forth in this Agreement. (b) The City may inspect Improvements and process Disbursement Request Forms even if funds from the proceeds of Bonds available at the time of such inspection and processing do not exist or are not sufficient to satisfy the Disbursement Request in full. 14 (c) The Developer may convey Improvements to the City and the City may accept such Improvements even if funds from the proceeds of Bonds available at the time of such conveyance and acceptance do not exist or are not then sufficient to satisfy the Disbursement Request in full. (d) If the City accepts Improvements before a Disbursement Request is paid in full, the unpaid balance of the Disbursement Request will be paid from time to time, in any number of installments and irrespective of the length of time payment is deferred, as funds from the proceeds of Bonds become available. (e) The Developer’s conveyance or dedication of Improvements to the City before the availability of funds from the proceeds of Bonds to acquire the Improvements is not, and shall not be deemed, a gift or a waiver of the Developer’s right to payment of the purchase price of such Improvements pursuant to this Agreement. SECTION 23. GENERAL PROVISIONS (a) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the City and the Developer and their respective heirs, executors, legal representatives, successors, and authorized assigns. (b) Amendment. This Agreement may be amended at any time but only in writing signed by each Party hereto. (c) Entire Agreement. This Agreement, and the agreements referenced herein, contains the entire understanding and agreement between the Parties with respect to the matters provided for herein and supersedes all prior agreements and negotiations between the Parties w ith respect to the subject matter of this Agreement. There are no oral or written representations, understanding, undertakings or agreements which are not contained or expressly referred to herein, and any such representations, understandings or agreements are superseded by this Agreement. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Parties hereto, or the failure by a Party to exercise its rights upon the default of another Party, shall not constitute a waiver of such Party’s right to insist and demand strict compliance by such other Parties with the terms of this Agreement thereafter This Agreement shall be binding upon, and enforceable by and against the District upon the establishment of the District. (d) Exhibits. All exhibits attached hereto are incorporated into this Agreement by reference. (e) Severability. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible. (f) Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Parties hereto, or the failure by a Party to exercise its right s upon the default of another Party, shall not constitute a waiver of such Party’s right to insist and demand strict compliance by such other Parties with the terms of this Agreement thereafter. (g) No Third Party Beneficiaries. Except as provided explicitly in this Agreement, no person or entity shall be deemed to be a third party beneficiary hereof, and nothing in this Agreement 15 (either express or implied) is intended to confer upon any person or entity, other than the City, the District, and the Developer (and their respective successors and assigns), any rights, remedies, obligations or liabilities under or by reason of this Agreement. (h) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute but one instrument. (i) Assignment. The Developer may assign all or any of its rights pursuant to this Agreement to a purchaser of all or any portion of the Developer Property. Such a purchaser and assignee shall, as a condition to taking an assignment of such rights, enter into an assignment and assumption agreement with the City and the Developer, in a form reasonably acceptable to the Developer and the City, whereby such rights assigned are specified and such purchaser agrees, except as may be otherwise specifically provided therein, to assume the obligations of the Developer pursuant to this Agreement and to be bound thereby. A company that acquires all of the assets of the Developer, including ownership of the Developer itself, shall be deemed a successor and shall not require an assignment or assumption agreement to be bound by, and enjoy the benefits of, this Agreement. (j) Governing Law. This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California. (k) Construction of Agreement. This Agreement has been reviewed by legal counsel for both the City and the Developer and shall be deemed for all purposes to have been jointly drafted by the City and the Developer. No p resumption or rule that ambiguities shall be construed against the drafting Party shall apply to the interpretation or enforcement of this Agreement. (l) Attorneys’ Fees. In the event of any action or proceeding, including an arbitration or a reference pursuant to Section 638, et seq., of the Code of Civil Procedure brought by any Party against any other under this Agreement, the prevailing Party shall be entitled to recover its actual attorneys’ fees and all fees, costs and expenses incurred for prosecution, defense, consultation, or advice in such action or proceeding. In addition to the foregoing, the prevailing Party shall be entitled to its actual attorneys’ fees and all fees, costs and expenses incurred in any post -judgment proceedings to collect or enforce the judgment. This provision is separate and several and shall survive the merger of this Agreement into any judgment on this Agreement. (m) Venue and Forum. Any action at law or in equity arising under this Agreement brought by any Party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of San Mateo, State of California, and the Parties waive all provisions of law providing for the fi ling, removal or change of venue to any other Court. S-1 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written below. Dated: April __, 2021 CITY OF SOUTH SAN FRANCISCO, a political subdivision of the State of California By: Mike Futrell, City Manager ATTEST: By: Rosa Govea Acosta, City Clerk APPROVED AS TO FORM: By: Sky Woodruff, City Attorney [SIGNATURES CONTINUED ON NEXT PAGE.] S-2 [SIGNATURE PAGE CONTINUED] KR OYSTER POINT DEVELOPER, LLC, a Delaware limited liability company By: Kilroy Realty, L.P. a Delaware limited partnership, its Sole Member By: Kilroy Realty Corporation, a Maryland Corporation, its General Partner By: Name: Title: By: Name: Title: LIST OF EXHIBITS EXHIBIT A – AMENDED AND RESTATED DEVELOPMENT MANAGEMENT SERVICES AGREEMENT EXHIBIT B - DESCRIPTION OF DEVELOPER PROPERTY EXHIBIT C – DESCRIPTION OF IMPROVEMENTS EXHIBIT D - DISBURSEMENT REQUEST FORM A-1 EXHIBIT A AMENDED AND RESTATED DEVELOPMENT MANAGEMENT SERVICES AGREEMENT (Attached hereto) B-1 EXHIBIT B DESCRIPTION OF DEVELOPER PROPERTY County of San Mateo Assessor Parcel Numbers: 015-010-910 015-010-940 015-010-950 015-010-240 015-010-930 C-1 EXHIBIT C DESCRIPTION OF IMPROVEMENTS Phase Description Estimated Cost** Phase 1D Clay Cap Repair at Conveyor Property and Refuse Reclamation Area $ 8,408,270 Phase 1C Streets and Utilities at Hub 17,425,742 Phase 1C Landscaping at Bay Trail and Palm Promenade 12,584,225 Phases IID-IVD Streets and Utilities 16,551,745 Phases IID-IVD Relocation of Sewer Pump Station No. 1 3,837,525 Phases IID-IVD Landscaping at BLDC Area 5,250,127 $64,057,634 **Costs are based on actual costs of improvements paid to date plus estimates for improvements yet to be constructed, with such estimates calculated using 1st Quarter 2021 actual costs. Consequently, actual costs for improvements yet to be constructed may be higher than what has been estimated herein. D-1 EXHIBIT D CITY OF SOUTH SAN FRANCISCO COMMUNITY FACILITIES DISTRICT NO. 2021-01 (PUBLIC FACILITIES AND SERVICES), CITY OF SOUTH SAN FRANCISCO, COUNTY OF SAN MATEO, STATE OF CALIFORNIA 1. City of South San Francisco to Establish City of South San Francisco Community Facilities District No. 2021-01 (Public Facilities and Services), City of South San Francisco, County of San Mateo, State of California (the “CFD”) is hereby requested to pay from the Improvement Fund account, established by the CFD in connection with its 20__ Special Tax Bonds (the “Bonds”) to City of South San Francisco (the “City”) as payee, the sum set forth below: $_____________________ (the Requested Amount”) 2. The Requested Amount represents the payment of Improvements as supported by attached documentation. 3. The Requested Amount is due and payable, has not formed the basis of any prior request or disbursement. 4. The City, as payee, is hereby directing payment of the Requested Amount be payable to KR OYSTER POINT DEVELOPER, LLC, a Delaware limited liability company (the “Developer”), pursuant to the wiring instructions attached hereto. 5. The Requested Amount is authorized and payable pursuant to the terms of the certain Acquisition, Construction and Funding Agreement (the “Agreement”) between the City of South San Francisco, acting for and on behalf of itself and the CFD and the Developer. 6. Capitalized undefined terms used herein shall have the meaning ascribed to them in the Agreement. D-2 Dated: DEVELOPER: KR OYSTER POINT DEVELOPER, LLC, a Delaware limited liability company By: Kilroy Realty, L.P. a Delaware limited partnership, its Sole Member By: Kilroy Realty Corporation, a Maryland Corporation, its General Partner By: Name: Title: By: Name: Title: Dated: CITY OF SOUTH SAN FRANCISCO By: Its: [ATTACH WIRING INSTRUCTIONS] City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-325 Agenda Date:4/28/2021 Version:1 Item #:13b. Resolution approving the First Amendment to the Development Agreement between the City of South San Francisco and KR Oyster Point Developer, LLC. WHEREAS,the City of South San Francisco (“City”)and Oyster Point Ventures,LLC,a Delaware limited liability company (“OPV”),entered into a Development Agreement effective March 23,2011 (Recorder’s Document No.2011-034324)(“Development Agreement”),to facilitate the redevelopment of that certain real property owned and to be acquired by OPV as Developer thereunder consisting of approximately 46 acres within the City of South San Francisco,County of San Mateo,State of California (“Property”).Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Development Agreement; and WHEREAS,the City,OPV and Oyster Point Development,LLC a Delaware limited liability company (“OPD”),entered into an Assignment and Assumption Agreement dated August 18,2016 (County of San Mateo Recorder’s Document No.2016-082622),under which OPV assigned,and OPD assumed,all of OPV’s rights and obligations under the Development Agreement.Thereafter,City,OPD,and Developer entered into a Consent,Assignment and Assumption of Development Agreement dated June,1,2018 (County of San Mateo Recorder’s Document No.2018-043311),under which OPD assigned,and Developer assumed,all of OPD’s rights and obligations under the Development Agreement, as amended on the date hereof; and WHEREAS,Developer is developing the Property as a life sciences campus which is expected to include ten research,development and office buildings,comprising a total of approximately 2.5 million gross square feet of development (“Project”). The Project is being developed in four phases; and WHEREAS,portions of the first phase of the Project are substantially complete,including the construction of certain public improvements described as the Clay Cap Repair in Phase ID,Phase IC Improvements,Phase IIC Improvements,and certain of the Phase IID improvements,including the Relocation of Sewer Pump Station No.1 (collectively,“Improvements”),as each is more particularly described in section 3.2 and Exhibit 3.2 to the Disposition and Development Agreement dated March 23,2011.Developer expects to dedicate the Improvements to the City during the third and fourth quarters of 2021.Occupancy of the first three office/research buildings in Phase I is expected by the end of 2021; and WHEREAS, during 2020, the Developer obtained all discretionary approvals for Phases II-IV; and WHEREAS,Developer is ready to commence construction of Phase II of the Project and has a building permit application pending with the City for rough grading and retaining walls for Phase II (B21-0334); and WHEREAS,Section 8.09(b)of the Development Agreement,in pertinent part,provides that “Developer shall commence and complete the Phase IC and Phase ID improvements prior to commencement of construction of City of South San Francisco Printed on 5/7/2021Page 1 of 3 powered by Legistar™ File #:21-325 Agenda Date:4/28/2021 Version:1 Item #:13b. any Phase II improvements . . .;” and WHEREAS,the City and Developer have agreed to modify the Development Agreement to facilitate the commencement of Phase II of the Project which, in turn, will bring financial and other benefits to the City; and WHEREAS,because all discretionary approvals for Phases II-IV have been obtained,an amendment of Section 8.09 of the Development Agreement that changes the trigger for commencement of Phase II improvements qualifies as an Administrative Agreement Amendment pursuant to Section 10.02 of the Development Agreement; and WHEREAS,the City Council now desires to amend the Development Agreement pursuant to the terms of the First Amendment to Development Agreement,which is attached hereto as Exhibit A,and pursuant to Government Code section 65868. NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco hereby takes the following actions: 1.The City Council finds that the environmental impacts of the Project,and numerous alternatives to the Project and its location,have properly been reviewed and assessed by City pursuant to the California Environmental Quality Act,Public Resources Code Section 21000 et seq.;California Code of Regulations Title 14,Section 15000 et seq.;and City's local guidelines promulgated thereunder (hereinafter collectively referred to as "CEQA").On March 23,2011,pursuant to CEQA and in accordance with the recommendation of the Planning Commission for the City of South Francisco (the "Planning Commission"),the City Council certified a final environmental impact report covering the Project (the "EIR").As required by CEQA,by Resolution No.46-2011,the City adopted written findings and a mitigation monitoring and reporting program (the "MMRP")prior to approving the Project.The First Amendment makes only minor changes to the sequencing of public improvements and development of the Project.No further review under CEQA is required for approval of the First Amendment. 2.The City Council further finds as follows: (a)The provisions of the First Amendment are consistent with the South San Francisco General Plan and any applicable specific plan; and (b)The First Amendment complies with all applicable zoning,subdivision,and building regulations and with the South San Francisco General Plan and any relevant specific plan. 3.The City Council hereby approves the First Amendment in substantially the form attached as Exhibit A, which is hereby incorporated by reference. 4.The City Manager,or his designee,is authorized to execute the First Amendment,and to make any revisions,amendments,or modifications,deemed necessary to carry out the intent of this resolution which do not materially alter or increase the City's obligations thereunder,subject to approval as to form by the City Attorney. BE IT FURTHER RESOLVED that this Resolution shall become effective immediately upon its passage and City of South San Francisco Printed on 5/7/2021Page 2 of 3 powered by Legistar™ File #:21-325 Agenda Date:4/28/2021 Version:1 Item #:13b. adoption. ***** City of South San Francisco Printed on 5/7/2021Page 3 of 3 powered by Legistar™ 909458.01/SD 377899.00001 APNS: 015-010-240, -910, -920, (Space Above This Line for Recorder’s Use Only) 015-010-930, -940, -950 FIRST AMENDMENT TO DEVELOPMENT AGREEMENT THIS FIRST AMENDMENT TO DEVELOPMENT AGREEMENT (this “Amendment”) is made as of this ____ day of April 2021, by and between the CITY OF SOUTH SAN FRANCISCO, a municipal corporation (the “City”), and KR OYSTER POINT DEVELOPER, LLC, a Delaware limited liability company (“Developer”), with reference to the following facts and circumstances (the City and Developer are sometimes referred to herein collectively as the “Parties”, and each individually as a “Party”): R E C I T A L S : A. City and Oyster Point Ventures, LLC , a Delaware limited liability company (“OPV”), entered into a Development Agreement effective March 23, 2011 (Recorder’s Document No. 2011-034324) (“Development Agreement”), to facilitate the redevelopment of that certain real property owned and to be acquired by OPV as Developer thereunder consisting of approximately 46 acres within the City of South San Francisco, County of San Mateo, State of California (“Property”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Development Agreement. B. City, OPV and Oyster Point Development, LLC a Delaware limited liability company (“OPD”), entered into an Assignment and Assumption Agreement dated August 18, 2016 (County of San Mateo Recorder’s Document No. 2016-082622), under which OPV assigned, and OPD assumed, all of OPV’s rights and obligations under the Development Agreement. Thereafter, City, OPD, and Developer entered into a Consent, Assignment and Assumption of Development Agreement dated June, 1, 2018 (County of San Mateo Recorder’s Document No. 2018-043311), under which OPD assigned, and Developer assumed, all of OPD’s rights and obligations under the Development Agreement, as amended on the date hereof. C. Developer is developing the Property as a life sciences campus which is expected to include ten research, development and office buildings, comprising a total of approximately 2.5 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attn: City Clerk 909458.01/SD 377899.00001 -2- million gross square feet of development (“Project”). The Project is being developed in four phases. D. Portions of the first phase of the Project are substantially complete, including the construction of certain public improvements described as the Clay Cap Repair in Phase ID, Phase IC Improvements, Phase IIC Improvements, and certain of the Phase IID improvements, including the Relocation of Sewer Pump Station No. 1 (collectively, “Improvements”), as each is more particularly described in section 3.2 and Exhibit 3.2 to the Disposition and Development Agreement dated March 23, 2011. Developer expects to dedicate the Improvements to the City during the third and fourth quarters of 2021. Occupancy of the first three office/research buildings in Phase I is expected by the end of 2021. E. During 2020, the Developer obtained all discretionary approvals for Phases II-IV. F. The Developer is ready to commence construction of Phase II of the Project and has a building permit application pending with the City for rough grading and retaining walls for Phase II (B21-0334). G. Section 8.09(b) of the Development Agreement, in pertinent part, provides that “Developer shall commence and complete the Phase IC and Phase ID improvements prior to commencement of construction of any Phase II improvements. . .” H. City and Developer seek to modify the Development Agreement to facilitate the commencement of Phase II of the Project which, in turn, will bring financial and other benefits to the City. I. Because all discretionary approvals for Phases II-IV have been obtained, an amendment of Section 8.09 of the Development Agreement that changes the trigger for commencement of Phase II improvements qualifies as an Administrative Agreement Amendment pursuant to Section 10.02 of the Development Agreement. J. The Parties now desire to amend the Development Agreement pursuant to the terms of this Amendment and pursuant to Government Code section 65868. A G R E E M E N T : NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows. 1. Incorporation. The foregoing recitals are true and correct and are incorporated herein by this reference and expressly made a part of this Amendment for all purposes. References to any Recital in this Amendment shall be deemed to include this reference and incorporation. 909458.01/SD 377899.00001 -3- 2. Commencement of Phase II. Section 8.09(b) of the Development Agreement is deleted in its entirety and replaced with the following: “Notwithstanding any provision of this Agreement or any other Applicable Law, City and Developer expressly agree that there is no requirement that Developer initiate or complete development of the Project or any particular phase of the Project within any particular period of time, and City shall not impose such a requirement on any Project Approval. The parties acknowledge that Developer cannot at this time predict when or the rate at which phases will be developed, or, following initiation of Phase I, the order in which phases will be developed. Notwithstanding any provision of this Agreement, Developer shall complete the Phase IC and Phase ID improvements prior to the issuance of a certificate of occupancy for Phase II improvements; and shall complete construction of the 30,000 square feet of shell space for amenities, as described in the Transportation Demand Management Plan, prior to the earlier of (i) issuance of a building permit for any building in the final phase of construction, or (ii) completion of 1,800,000 square feet of development. Such decisions depend upon numerous factors which are not within the control of Developer, such as market orientation and demand, interest rates, competition and other similar factors.” 3. Conflict. In the event of a conflict between terms and condition of this Amendment and the terms and conditions of the Development Agreement, the terms and conditions of this Amendment shall control. 4. No Further Modification. Except as set forth in this Amendment, all other terms and provisions of the Development Agreement are hereby ratified and confirmed and shall be and remain unmodified and in full force. 5. Recording. Developer shall cause this Amendment to be recorded in the Official Records of San Mateo County, California, and shall promptly provide conformed copies of the recorded Amendment to City. 6. Applicable Law/Venue. This Amendment shall be construed and enforced in accordance with the laws of the State of California, without reference to choice of law provisions. Any legal actions under this Amendment shall be brought only in the Superior Court of the County of San Mateo, State of California. 7. Interpretation. All parties have been represented by counsel in the preparation and negotiation of this Amendment, and this Amendment shall be construed according to the fair meaning of its language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Amendment. Unless the context clearly requires otherwise: (a) the plural and singular numbers shall each be deemed to include the other; (b) the masculine, feminine, and neuter genders shall each be deemed to include the others; (c) “shall,” “will,” or “agrees” are mandatory, and “may” is permissive; (d) “or” is not exclusive; and (e) “includes” and “including” are not limiting. 909458.01/SD 377899.00001 -4- 8. Headings. Section headings in this Amendment are for convenience only and are not intended to be used in interpreting or construing the terms, covenants or conditions of this Amendment. 9. Severability. Except as otherwise provided herein, if any provision(s) of this Amendment is (are) held invalid, the remainder of this Amendment shall not be affected, except as necessarily required by the invalid provisions, and shall remain in full force and effect unless amended or modified by mutual consent of the parties. 10. Counterparts. This Amendment may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts, when taken together, shall be deemed to constitute one and the same instrument. 909458.01/SD 377899.00001 S-1 IN WITNESS WHEREOF, the Parties have entered into this Amendment as of the day and year first above written. CITY OF SOUTH SAN FRANCISCO By: __________________ Mike Futrell, City Manager ATTEST: By: Rosa Govea Acosta, City Clerk APPROVED AS TO FORM: By: Sky Woodruff, City Attorney [SIGNATURES CONTINUED ON NEXT PAGE.] 909458.01/SD 377899.00001 S-2 [SIGNATURE PAGE CONTINUED] KR OYSTER POINT DEVELOPER, LLC, a Delaware limited liability company By: Kilroy Realty, L.P. a Delaware limited partnership, its Sole Member By: Kilroy Realty Corporation, a Maryland Corporation, its General Partner By: Name: Title: By: Name: Title: City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-326 Agenda Date:4/28/2021 Version:1 Item #:13c. Resolution approving the First Amendment to the Consent,Assignment and Assumption Agreement between the City of South San Francisco and KR Oyster Point Developer, LLC. WHEREAS,the City and Oyster Point Ventures,LLC,a Delaware limited liability company (“OPV”),entered into a Development Agreement effective March 23,2011 (Recorder’s Document No.2011-034324) (“Development Agreement”),to facilitate the redevelopment of that certain real property owned and to be acquired by OPV as Developer thereunder consisting of approximately 46 acres within the City of South San Francisco,County of San Mateo,State of California (“Property”).Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Development Agreement; and WHEREAS,the City,OPV and Oyster Point Development,LLC a Delaware limited liability company (“OPD”),entered into an Assignment and Assumption Agreement dated August 18,2016 (County of San Mateo Recorder’s Document No.2016-082622),under which OPV assigned,and OPD assumed,all of OPV’s rights and obligations under the Development Agreement.Thereafter,City,OPD,and Developer entered into a Consent,Assignment and Assumption of Development Agreement dated June,1,2018 (County of San Mateo Recorder’s Document No.2018-043311),under which OPD assigned,and Developer assumed,all of OPD’s rights and obligations under the Development Agreement,as amended on the date hereof (“Consent Agreement”); and WHEREAS,Section 8 of the Consent Agreement relates to the formation of a community facilities district to financing the construction and maintenance of certain public improvements and the funding of certain City services; and WHEREAS,the City and Developer have agreed to modify Section 8 of the Consent Agreement to reflect changes in circumstances,including but not limited to the potential development of property owned by the City located in the vicinity of the Project; and WHEREAS,the City Council now desires to amend the Consent Agreement pursuant to the terms of the First Amendment to Consent,Assignment and Assumption Agreement,which is attached hereto as Exhibit A (“First Amendment”). NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco hereby takes the following actions: 1.The City Council hereby approves the First Amendment in substantially the form attached as Exhibit A, which is hereby incorporated by reference. 2.The City Manager,or his designee,is authorized to execute the First Amendment,and to make any revisions,amendments,or modifications,deemed necessary to carry out the intent of this resolutionCity of South San Francisco Printed on 5/7/2021Page 1 of 2 powered by Legistar™ File #:21-326 Agenda Date:4/28/2021 Version:1 Item #:13c. revisions,amendments,or modifications,deemed necessary to carry out the intent of this resolution which do not materially alter or increase the City's obligations thereunder,subject to approval as to form by the City Attorney. BE IT FURTHER RESOLVED that this Resolution shall become effective immediately upon its passage and adoption. ***** City of South San Francisco Printed on 5/7/2021Page 2 of 2 powered by Legistar™ APNS: 015-010-240, -910, -920, (Space Above This Line for Recorder’s Use Only) 015-010-930, -940, -950 FIRST AMENDMENT TO CONSENT, ASSIGNMENT AND ASSUMPTION AGREEMENT THIS FIRST AMENDMENT TO CONSENT, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Amendment”) is made as of this ____ day of April 2021, by and between the CITY OF SOUTH SAN FRANCISCO, a municipal corporation (the “City”), and KR OYSTER POINT DEVELOPER, LLC, a Delaware limited liability company (“Developer”), with reference to the following facts and circumstances (the City and Developer are sometimes referred to herein collectively as the “Parties”, and each individually as a “Party”): R E C I T A L S : A. City and Oyster Point Ventures, LLC , a Delaware limited liability company (“OPV”), entered into a Development Agreement effective March 23, 2011 (Recorder’s Document No. 2011-034324) (“Development Agreement”), to facilitate the redevelopment of that certain real property owned and to be acquired by OPV as Developer thereunder consisting of approximately 46 acres within the City of South San Francisco, County of San Mateo, State of California (“Property”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Development Agreement. B. City, OPV and Oyster Point Development, LLC a Delaware limited liability company (“OPD”), entered into an Assignment and Assumption Agreement dated August 18, 2016 (County of San Mateo Recorder’s Document No. 2016-082622), under which OPV assigned, and OPD assumed, all of OPV’s rights and obligations under the Development Agreement. Thereafter, City, OPD, and Developer entered into a Consent, Assignment and Assumption of Development Agreement dated June, 1, 2018 (County of San Mateo Recorder’s Document No. 2018-043311), under which OPD assigned, and Developer assumed, all of OPD’s rights and obligations under the Development Agreement, as amended on the date hereof (“Consent Agreement”). RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attn: City Clerk -2- C. Section 8 of the Consent Agreement relates to the formation of a community facilities district to financing the construction and maintenance of certain public improvements and the funding of certain City services. D. City and Developer seek to modify Section 8 of the Consent Agreement to reflect changes in circumstances, including but not limited to the potential development of property owned by the City located in the vicinity of the Project. A G R E E M E N T : NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows. 1. Incorporation. The foregoing recitals are true and correct and are incorporated herein by this reference and expressly made a part of this Amendment for all purposes. References to any Recital in this Amendment shall be deemed to include this reference and incorporation. 2. Amendment of Section 8 of Consent Agreement. Section 8 of the Consent Agreement is deleted in its entirety and replaced with the following: “(a) Developer will support City’s formation of a community facilities district serving land within the East of 101 Area Plan boundar y and that is established within the parameters described in the City Manager’s October 2, 2019 staff report on the topic (“E101 CFD”), at an annual tax rate equivalent to the lesser of $1.00 per gross project square foot or such annual tax rate that applies to similarly situated projects in the East of 101 Area. (Developer acknowledges that the name of the E101 CFD might change prior to submission to property owners for approval, and that Developer’s agreement in this paragraph will apply to the community facilities district regardless of name, as long as the rate applicable to Developer complies with this paragraph.) Developer and the City have formed the City of South San Francisco Community Facilities District No. 2021-01 ( Public Facilities and Services) (“CFD No. 2021-01”) which levies a services special tax ( the “Services Special Tax”) on property owned by the Developer within the boundaries of CFD No. 2021-01. In the event that the E101 CFD is formed, the City shall include in the formation documents for the E101 CFD and recommend City Council approval of a provision that reduces Developer’s E101 CFD tax rate each year by an amount equal to the Services Special Tax rate for that same year for CFD No. 2021-01. (b) City owns property adjacent to the Property, which was included in the boundaries of CFD 2017-01 but is not included within the boundaries of CFD No. 2021-01 (“City Property”). City is pursuing potential private development of the City Property. If City proceeds with a plan for private development of the City Property, City shall include in the conditions of -3- approval or agreements related to the sale, lease, or development of the City Property and recommend City Council approval of a provision for the developer to annex the City Property to CFD No. 2021-01 or for the developer of the City Property to provide an equivalent level of financial support for the services to be funded by CFD NO. 2021-01. ” 3. Conflict. In the event of a conflict between terms and condition of this Amendment and the terms and conditions of the Consent Agreement, the terms and conditions of this Amendment shall control. 4. No Further Modification. Except as set forth in this Amendment, all other terms and provisions of the Consent Agreement are hereby ratified and confirmed and shall be and remain unmodified and in full force. 5. Recording. Developer shall cause this Amendment to be recorded in the Official Records of San Mateo County, California, and shall promptly provide conformed copies of the recorded Amendment to City. 6. Applicable Law/Venue. This Amendment shall be construed and enforced in accordance with the laws of the State of California, without reference to choice of law provisions. Any legal actions under this Amendment shall be brought only in the Superior Court of the County of San Mateo, State of California. 7. Interpretation. All parties have been represented by counsel in the preparation and negotiation of this Amendment, and this Amendment shall be construed according to the fair meaning of its language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Amendment. Unless the context clearly requires otherwise: (a) the plural and singular numbers shall each be deemed to include the other; (b) the masculine, feminine, and neuter genders shall each be deemed to include the others; (c) “shall,” “will,” or “agrees” are mandatory, and “may” is permissive; (d) “or” is not exclusive; and (e) “includes” and “including” are not limiting. 8. Headings. Section headings in this Amendment are for convenience only and are not intended to be used in interpreting or construing the terms, covenants or conditions of this Amendment. 9. Severability. Except as otherwise provided herein, if any provision(s) of this Amendment is (are) held invalid, the remainder of this Amendment shall not be affected, except as necessarily required by the invalid provisions, and shall remain in full force and effect unless amended or modified by mutual consent of the parties. 10. Counterparts. This Amendment may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts, when taken together, shall be deemed to constitute one and the same instrument. S-1 IN WITNESS WHEREOF, the Parties have entered into this Amendment as of the day and year first above written. CITY OF SOUTH SAN FRANCISCO By: __________________ Mike Futrell, City Manager ATTEST: By: Rosa Govea Acosta, City Clerk APPROVED AS TO FORM: By: Sky Woodruff, City Attorney [SIGNATURES CONTINUED ON NEXT PAGE.] S-2 [SIGNATURE PAGE CONTINUED] KR OYSTER POINT DEVELOPER, LLC, a Delaware limited liability company By: Kilroy Realty, L.P. a Delaware limited partnership, its Sole Member By: Kilroy Realty Corporation, a Maryland Corporation, its General Partner By: Name: Title: By: Name: Title: City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-276 Agenda Date:4/28/2021 Version:1 Item #:14. Report regarding a Public Hearing on the Fiscal Year 2021-2022 (FY 21-22)Annual Action Plan (Action Plan)for the City’s Community Development Block Grant (CDBG)Program and a Resolution approving the Fiscal Year 2021-2022 (FY 21-22)Annual Action Plan (Action Plan)for the City of South San Francisco’s Community Development Block Grant (CDBG)program;authorizing submittal of the Action Plan and all other required documents to the U.S.Department of Housing and Urban Development (HUD);authorizing the City Manager to execute all documents and certifications necessary to secure and award CDBG and HOME administrative funds for the City;authorizing receipt of CDBG and HOME administrative funds and authorizing the appropriation as part of the FY 21-22 budget RECOMMENDATION The Community Development Block Grant (CDBG)Standing Committee of the City Council (CDBG Subcommittee)and staff recommend that the City Council hear public testimony on the City’s Fiscal Year 2021-2022 (FY 21-22) Annual Action Plan (Action Plan) and adopt a resolution: 1.Approves the City's FY 21-22 Action Plan; 2.Authorizes submittal of the City’s FY 21-22 Action Plan and all other required documents to HUD; 3.Authorizes the City Manager to execute all documents and certifications necessary to secure and award CDBG and HOME Administrative Funds for the City; 4.Authorizes receipt of CDBG and HOME administrative funds and authorizes its appropriation as part of the Fiscal Year 2021-2022 budget. BACKGROUND Each year HUD provides CDBG funding to the City of South San Francisco for housing and community development programs.To receive these funds,the City must evaluate the City’s housing,community,and economic development needs by holding a public hearing. The purpose of this public hearing is to hear public comment on the City’s draft FY 21-22 Action Plan for the CDBG Program.The Action Plan assesses the City’s housing,community,and economic development needs and available resources and outlines a strategy to address those needs.The Action Plan also includes the grant allocations to non-profit agencies for FY 21-22 funded by CDBG and HOME,as well as the City’s Housing Trust Fund (Fund 205).A full list of grant recipients is available in Attachment 2 . The Action Plan was made available to the public on March 29,2021 for a 30-day public comment period.A public notice was published in the San Mateo County Times on March 26,2021 announcing the availability of the Action Plan and the public hearing.Federal legislation requires citizen participation in all phases of the development of an action plan;accordingly,two public hearings were scheduled.The first hearing was held on March 24,2021 to obtain citizens’views on housing, community,and economic needs.The second hearing,the subject of this staff report,is to hear public comment on the City’s Action Plan. City of South San Francisco Printed on 4/23/2021Page 1 of 4 powered by Legistar™ File #:21-276 Agenda Date:4/28/2021 Version:1 Item #:14. Funding Requests The City Council reviewed all funding requests and heard public comment at the March 24,2021 City Council meeting.During the public hearing,11 people representing 11 non-profit organizations made public comment.All of these non-profits were seeking CDBG,Housing Trust,or HOME Administrative Funds. They commented on their programs and thanked the City Council for their support. CDBG Funding The City’s entitlement allocation for FY 21-22 is $500,685.Staff estimates $72,569 in program income,for an estimated total budget of $573,254.This budget may be spent in four areas: Administration Expenses,Public Services (grantees),Minor Home Repair Programs,and City Sponsored Programs (including capital and public improvements).The CDBG Subcommittee convened on March 5,2021 to review the FY 21-22 budget and confirm allocations were in line with the goals of the Action Plan. HOME Funding In addition to CDBG funding,the City receives HOME funds from the County of San Mateo HOME consortium.Federal CDBG regulations require the City use HOME funds to affirmatively further fair housing.The City has not yet received notification from HUD or the County regarding the HOME entitlement amount, but staff estimates the FY 21-22 allocation will be approximately $14,842. City’s Housing Trust Fund Last year the City expanded its grantee portfolio outside of the CDBG program by adding more housing-related grantees under the City’s Housing Trust Fund (Fund 205).By funding grantees through the City’s Housing Trust Fund,the City can continue to offer affordable housing assistance to its residents in multiple ways beyond the scope of the CDBG program.The Housing Trust Fund grant recipients are HIP Housing,Legal Aid Society of San Mateo County,Life Moves,and United Way of the Bay Area. DISCUSSION The City Council reviewed all funding requests and heard public comment at the March 24,2021 City Council meeting.The CDBG Subcommittee (Subcommittee)met on March 5,2021 to prepare funding recommendations for the City Council (See Attachment 2).At its discretion,the City Council may adopt or modify the Subcommittee’s preliminary funding recommendations. The budget outlined in Attachment 1 is divided into three sections:A.)Funds Available,B.)Spending Limits for CDBG Funds,and C.)Non-restricted CDBG Funds.Section A includes the potential entitlement,rollover,and program income;staff anticipates a final budget of $573,254.Section B (lines 5 through 10)are categories that have spending limits.Public Services are capped at 15%of the budget,while CDBG administration is limited to 20%of the budget.Note that these are HUD regulated formulas and cannot be amended.Section C addresses categories that do not have spending limits and those are City-sponsored activities,capital improvements,economic development, and minor home repair programs. Public Service & Minor Home Repair Activities FY 20-21 marked the first year of the two-year funding cycle for public service and minor home repair and modification programs.Therefore,the City did not issue a request for proposals (RFP)for FY 21- 22 funding.Those non-profits that received funds in FY 20-21 were required to submit a renewal City of South San Francisco Printed on 4/23/2021Page 2 of 4 powered by Legistar™ File #:21-276 Agenda Date:4/28/2021 Version:1 Item #:14. application in order to receive FY 21-22 funds. The Subcommittee recommends renewing all of the public service and minor home repair grants, except for IEP Collaborative (lines 1 through 14 of Attachment 2).At this time,IEP Collaborative has withdrawn their application due to the inability to serve clients one-on-one,which was originally proposed in their application.Subcommittee members acknowledged the need for student engagement and support,and therefore increased Friends for Youth’s grant amount from $5,000 to $5,600. City Housing Fund grantees (lines 16 through 19 of Attachment 2)have no changes in funding amount recommendations. Fair Housing The City has allocated the HOME Administrative Funds it receives from the County for fair housing activities.CDBG regulations require the City to affirmatively further fair housing and fair housing activities be funded from administration or public service type funds.In FY 20-21,the HOME administrative funds were allocated to Project Sentinel,a non-profit fair housing provider.For FY 21- 22,the Subcommittee recommends allocating the anticipated $14,842 in HOME Administrative Funds to Project Sentinel (line 15 of Attachment 2). City-Sponsored Activities The City funds the following programs: 1. Public Improvements 2. Housing Rehabilitation Loan Program 3. Emergency Home Repair Grants 4. Debris Box Vouchers Attachment 1, lines 11 through 15, provides details on funding for the City-Sponsored Activities. 1.Public Improvements In FY 20-21,the City did not fund any public improvement projects.The funding that was originally dedicated to Irish Town Green improvements was reprogrammed for economic development activities to assist the City’s small businesses during the pandemic.For FY 21- 22,the Subcommittee recommends budgeting $197,800 of CDBG funds for public improvements.This includes bringing back the funding for improvements to Irish Town Green, ADA ramp improvements, and other capital improvements. 2.Housing Rehabilitation Loan Program This program assists low-and moderate-income homeowners with housing loans and/or grants to rehabilitate their homes.This program demonstrates the City’s commitment to maintaining affordable housing and anti-blight and anti-displacement efforts.The Revolving Loan Fund (RLF)serves as a dedicated funding source for housing rehabilitation loans and allows the City to directly allocate program income received from prior loans to the RLF without requiring changes to the City’s Annual Action Plan. Please refer to Attachment 1, line 11. 3.Debris Box Vouchers These vouchers are issued to clear code violations and in emergencies.Debris box vouchers are targeted for the cleanup of conditions that affect the health,safety,or appearance of properties.The Subcommittee recommended budgeting $2,000 of CDBG funds for the debris City of South San Francisco Printed on 4/23/2021Page 3 of 4 powered by Legistar™ File #:21-276 Agenda Date:4/28/2021 Version:1 Item #:14. properties.The Subcommittee recommended budgeting $2,000 of CDBG funds for the debris box vouchers. Please refer to Attachment 1, line 12. 4.Emergency Home Repair Vouchers These vouchers are provided as grants of up to $5,500 for qualifying homeowners.These vouchers apply to emergency minor home repairs and minor code violations,such as broken sewer lines,water heater replacement,roof repairs,broken windows,etc.These grants have no fees or charges except any required permit fees.The homeowner is responsible for any costs beyond the grant amount. FISCAL IMPACT Holding this Public Hearing has no fiscal impact on the General Fund.In order for the City to allocate federal funds, two Public Hearings must be held. This is the second of two hearings. RELATIONSHIP TO STRATEGIC PLAN The CDBG Program addresses the following Strategic Plan areas: ·Strategic Plan Priority #2 Quality of Life, ·Initiative 2.3 - Promote a balanced mix of housing options in South San Francisco, ·Priority Area 3 Financial Stability, and ·Priority Area 6 Community Connections CONCLUSION The CDBG Subcommittee and staff recommend that the City Council hear public testimony on the FY 21-22 Action Plan and adopt a resolution that: 1.Approves the City's FY 21-22 Action Plan; 2.Authorizes submittal of the City’s FY 21-22 Action Plan and all other required documents to HUD; 3.Authorizes the City Manager to execute all documents and certifications necessary to secure and award CDBG and HOME Administrative Funds for the City; 4.Authorizes receipt of CDBG and HOME administrative funds and authorizes its appropriation as part of the Fiscal Year 2021-2022 budget. Attachments: 1. FY 2021-22 CDBG Budget 2. FY 2021-22 CDBG Subcommittee Funding Recommendations 3. City Council PowerPoint Presentation City of South San Francisco Printed on 4/23/2021Page 4 of 4 powered by Legistar™ CDBG FY 21-22 FY 20-21 (Actual) 1 Entitlement Amount 500,685 493,498 2 Prior Years Uncommitted Funds (Estimated Rollover)49,000 - 3 Program Income Estimate 23,569 18,379 4 Total 573,254 511,877 PUBLIC SERVICES Estimate Actual 5 15 % of FY 20-21 Entitlement 75,103 74,024.70 6 15% of Prior Year Program Income 2,757 16,575 7 Total Public Service Limit 77,860 90,600 CDBG ADMINISTRATION 8 20% of FY 20-21 Entitlement 100,137 98,699.60 9 20% of Estimated Current Year Program Income 4,714 3,676 10 Total Administration Limit 104,851 102,375 CITY SPONSORED ACTIVITIES 11 Housing Rehabilitation Program 45,000 45,000 12 Debris Box Vouchers 2,000 2,000 13 Emergency Home Repairs 30,000 50,000 14 Total City Sponsored Activities 77,000 97,000 CAPITAL IMPROVEMENTS/PUBLIC FACILITIES Estimate Actual 15 Capital Improvements Projects 197,800 140,000 16 ECONOMIC DEVELOPMENT - 250,000 17 MINOR HOME REPAIR PROGRAMS 107,750 107,750 18 Total Non-Restricted Funds 382,550 594,750 19 HOME Admin Funds 14,842 14,845 Total CDBG and HOME Funds 588,096 526,722 HOME ADMIN FUNDS C. NON-RESTRICTED CDBG FUNDS Attachment 1 Community Development Block Grant Program A. FUNDS AVAILABLE B. SPENDING LIMITS FOR CDBG FUNDS Attachment 2 Community Development Block Grant and City Housing Fund Programs Organization Program FY 21-22 Amount Requested FY 21-22 Client Goal FY20-21 Amount Received Mid-Year % Served 1 CORA CORA Emergency Shelter Program 10,200$ 4 10,200$ 17% 2 Ombudsman Services of San Mateo County, Inc. Advocacy services to elderly and developmentally disabled 20,000$ 776 20,000$ 31% 3 Rape Trauma Services Center Sexual Assault Services 15,000$ 80 15,000$ 42% 4 Samaritan House Safe Harbor 16,000$ 92 16,000$ 71% 5 StarVista Transitional Housing 11,000$ 23 11,000$ 82% 6 Friends for Youth Mentoring for youth 5,000$ 20 5,000$ 55% 7 IEP Collaborative Advocacy training for low-income and youth with disabilities -$ 0 5,053$ 0% 8 CDBG Subtotal 77,200$ 995 82,253$ 9 CID Housing Accessibility Modification 10,000$ 7 10,000$ 60% 10 El Concilio of San Mateo County Peninsula Minor Home Repair 27,000$ 7 27,000$ 0% 11 Rebuilding Together Peninsula National Rebuilding Day 15,750$ 3 15,750$ 0% 12 Rebuilding Together Peninsula Safe at Home 55,000$ 12 55,000$ 50% 13 Subtotal 107,750$ 29 107,750$ 14 CDBG Total 184,950$ 1024 190,003$ 15 Project Sentinel Fair Housing 16,171$ 77 15%15% 16 HIP Housing Home Sharing Program 12,000$ 8 12,000$ 100% 17 Legal Aid Society of San Mateo County Homesavers 12,300$ 190 12,300$ 18% 18 Life Moves Shelter Operations CDBG 25,000$ 191 25,000$ 59% 19 United Way of the Bay Area 211 Referral Service 7,800$ 260 7,800$ 618% 20 Subtotal 57,100$ 649 57,100$ CITY HOUSING FUND GRANTS FY 21-22 Grant Allocation Requests CDBG PUBLIC SERVICE GRANTS CDBG MINOR HOME REPAIR PROGRAMS *Note that Rebuilding Together's National Rebuilding Day is a one day event held the last weekend in April. Therefore, Rebuilding Together doesn't report clients served until Quarter 4 HOME FUNDS: FAIR HOUSING ACTIVITIES Community Development Block Grant (CDBG) One Year Annual Action Plan FY 21 -22 South San Francisco City Council Public Hearing Economic Development and Housing Division April 28, 2021 Purpose To develop viable urban communities for low -and moderate-income persons through •Decent housing •Suitable living environment •Economic opportunity 2 FY 22 Annual Action Plan April 28, 2021 Low -Moderate Income Census Tracts 3 Summary of Funding for FY 22 4 The City was awarded $500,685 for PY 2021 Funding requests from the Housing Trust Fund is $57,100 If final funding varies by 20 percent of this estimated budget, staff will return to the Subcommittee and/or City Council April 28, 2021 April 28, 2021FY 22 Annual Action Plan Budget 5 CDBG FY 21-22 FY 20 -21 Entitlement Amount $500,685 $493,573 Estimated Rollover $49,000 $100,000 Program Income $23,569 $30,000 Total $573,254 $623,573 CARES Act TBD $290,000 HOME Admin Funds $14,842 $14,396 CDBG, CDBG-CV and HOME Total $588,096 $927,969 April 28, 2021FY 22 Annual Action Plan Public Services 6 Organization Service Funding Amount CORA Domestic Violence $10,200 Friends for Youth Student Mentoring $5,600 Ombudsman Services Elder Care Advocacy $20,000 Rape Trauma Services Violence and Abuse Support $15,000 Samaritan House 90-bed Homeless Shelter $16,000 Star Vista Housing and case management for Transitional Youth $11,000 Total $77,600 April 28, 2021FY 22 Annual Action Plan Housing Trust Fund (Fund 205) 7 Organization Service Funding Amount HIP Housing Home-Sharing Program $10,200 Legal Aid Society Legal Assistance to Prevent Homelessness $12,300 Life Moves Housing Programs and Support Services $25,000 United Way of the Bay Area 2-1-1 Referral Program $7,800 Total $57,100 April 28, 2021FY 22 Annual Action Plan Minor Home Repair 8 Organization Funding Amount CID –HAM Program $10,000 El Concilio $27,000 Rebuilding Together National Rebuilding Day $15,750 Rebuilding Together Safe At Home $55,000 Total $107,750 April 28, 2021FY 22 Annual Action Plan City Sponsored Activities 9 Organization Funding Amount Housing Rehabilitation $45,000 Debris Box Vouchers $2,000 Emergency Home Repairs $30,000 Total $77,000 City -Sponsored Programs April 28, 2021FY 22 Annual Action Plan Capital Improvements Irish Town Green $150,000 Other Capital Improvements $47,800 $197,800 Recommendations 1. ▪Approve 2021-2022 One Year Action Plan 2. ▪Authorize the submittal of the Action Plan to HUD 3. ▪Authorize a budget transfer to incorporate CDBG, HOME, and Housing Trust Funds into operating budget 10 4. ▪Authorize City Manager to execute all documents necessary to secure and award funds April 28, 2021FY 22 Annual Action Plan Hold a public hearing and adopt a resolution to: City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-277 Agenda Date:4/28/2021 Version:1 Item #:14a. Resolution approving the Fiscal Year 2021-2022 (FY 21-22)Annual Action Plan (Action Plan)for the City of South San Francisco’s Community Development Block Grant (CDBG)program;authorizing submittal of the Action Plan and all other required documents to the U.S.Department of Housing and Urban Development (HUD);authorizing the City Manager to execute all documents and certifications necessary to secure and award CDBG and HOME administrative funds for the City;authorizing receipt of CDBG and HOME administrative funds and authorizing the appropriation as part of the FY 21-22 budget WHEREAS,the City of South San Francisco is an entitlement jurisdiction participating in the CDBG program; WHEREAS,the City of South San Francisco has been notified of the availability of $500,565 in federal CDBG funds for FY 21-22; WHEREAS,on March 5,2021,the CDBG Subcommittee made final public service funding recommendations for the CDBG program; WHEREAS,the CDBG Subcommittee also made funding recommendations to support non-profits that provide housing assistance to South San Francisco residents via the Housing Trust Fund; and WHEREAS, these housing assistance non-profit grantees are HIP Housing, Legal Aid Society of San Mateo County, LifeMoves, and United Way of the Bay Area; and WHEREAS, Attachment 2 describes the funding allocations for each non-profit; and WHEREAS, together, these non-profits will provide valuable services to lower income South San Francisco residents in need of housing, legal assistance, and referrals; and WHEREAS, the City’s Housing Trust Fund had an unencumbered cash balance of $850,000 as of April 19, 2021 and is replenished by developer in lieu fees; and WHEREAS, eligible expenses from the Housing Trust Fund include both housing production and housing programs, like those provided by the non-profit grantees; and City of South San Francisco Printed on 5/7/2021Page 1 of 2 powered by Legistar™ File #:21-277 Agenda Date:4/28/2021 Version:1 Item #:14a. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council does hereby approve $57,100 for non-profit housing grantees from the Housing Trust Fund, Fund 205. NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby: 1.Approves the City's FY 21-22 Action Plan, attached as Attachment 1; 2.Authorizes submittal of the City’s FY 21-22 Action Plan and all other required documents to HUD; 3.Authorizes the City Manager to execute all documents and certifications necessary to secure and award CDBG and HOME Administrative Funds for the City; and 4.Authorizes receipt of CDBG and HOME administrative funds and authorizes their appropriation as part of the Fiscal Year 2021-2022 operating budget. ***** City of South San Francisco Printed on 5/7/2021Page 2 of 2 powered by Legistar™ Annual Action Plan 2021 1 OMB Control No: 2506-0117 (exp. 06/30/2020) DRAFT ANNUAL ACTION PLAN FY 2021-2022 Lead Agency: City of South San Francisco City of South San Francisco Economic and Community Development Department Prepared by: Economic Development and Housing Division Annual Action Plan 2021 2 OMB Control No: 2506-0117 (exp. 06/30/2020) Executive Summary AP-05 Executive Summary - 91.200(c), 91.220(b) 1. Introduction The U.S. Department of Housing and Urban Development (HUD) requires the City of South San Francisco (City) to prepare an Annual Action Plan (Action Plan) in order to receive federal Community Development Block Grant (CDBG) funds. HUD Programs have three basic goals to assist extremely low, very-low, and low-income persons by: • Providing decent and affordable housing; • Providing a suitable living environment; and • Expanding economic opportunities. The City's Action Plan for fiscal year 2021-2022, in conjunction with its Five-Year Consolidated Plan (2018-2023), furthers these goals by assessing the housing and community development needs and resources of the City and outlines a strategy on how it plans to address those needs. The City is also a participating jurisdiction in the San Mateo County HOME Consortium and therefore submits its federal application for funding as part of the HOME Consortium. 2. Summarize the objectives and outcomes identified in the Plan This could be a restatement of items or a table listed elsewhere in the plan or a reference to another location. It may also contain any essential items from the housing and homeless needs assessment, the housing market analysis or the strategic plan. The City's Action Plan identifies the following needs and has developed goals and activities that address both the City’s needs and further HUD's program goals: Need: Affordable Housing Goal: Increase, preserve, and improve the supply of affordable housing for extremely low- and moderate-income households. Activities: The City will use CDBG funds for housing rehabilitation and minor home repair/accessibility modification programs. Additionally, the City will continue to administer its existing First Time Homebuyer Loan Portfolio and Below Market Rate housing units. Need: Public Services Goal: Provide public services to improve the quality of life for low-income individuals and families, including those at risk of becoming homeless and special needs populations. Activities: The City will allocate 15% of its annual entitlement grant and 15% of prior year program income to the following public services: Community Overcoming Relationship Abuse (CORA), IEP Annual Action Plan 2021 3 OMB Control No: 2506-0117 (exp. 06/30/2020) Collaborative, Friends for Youth, Ombudsman Services of San Mateo County, Rape Trauma Services Center, Samaritan House, and Star Vista. Need: Public Facilities and Infrastructure Improvements Goal: Preserve and improve public facilities that serve a high percentage of low‐income or special needs residents. Activities: The City will use CDBG funds, when feasible, to make accessibility modifications to public facilities and to rehabilitate facilities with urgent needs in CDBG service areas. The public improvement projects will provide… Need: Homeless Services and Housing Goal: Provide service-enriched shelter and transitional housing for homeless families and individuals. Activities: There is a significant need for emergency and transitional housing as well as case management with the growing homeless population in the region. With funds from the Housing Asset Fund, the City will provide funds to go towards shelter and supportive services through LifeMoves. When feasible, the City plans to provide funds for rehabilitation and accessibility modifications to emergency and transitional housing. Should additional funds become available; the City will support additional operating costs for emergency and transitional housing. The City will provide CDBG funding under the public service category to Samaritan House and CORA. Samaritan House operates the Safe Harbor Shelter, which is a 90-bed homeless shelter located in South San Francisco that provides both emergency and transitional housing for homeless individuals. CORA provides emergency shelter for those seeking refuge from domestic violence or abuse. The City will also continue to work with the Homeless Outreach Team (HOT) to move the most difficult, long-term homeless individuals out of the Downtown area by placing them in emergency shelters and connecting them with County medical and rehabilitation services. This includes the City’s participation in the HOT’s Case Manager Group and Oversight Committee. 3. Evaluation of past performance This is an evaluation of past performance that helped lead the grantee to choose its goals or projects. Last fiscal year, the City made efforts to improve the community by funding numerous non‐profit organizations that provided a wide variety of public services, which included senior services, youth services, homeless services, general social services, and disabled services. Additionally, CDBG funds were used to provide financial assistance to small businesses who were adversely impacted by the pandemic. Beyond funding programs, the City also made efforts to increase coordination wi th other agencies and jurisdictions and to streamline processes. These efforts include collaboration with other jurisdictions and San Mateo County in the HOME Consortium, participating in a region Assessment of Fair Housing, improving coordination with the Continuum of Care, and developing a response team to address homelessness. While the City is committed to increasing and preserving affordable housing in the community, it faced many challenges especially with rising housing and construction costs. 4. Summary of Citizen Participation Process and consultation process Annual Action Plan 2021 4 OMB Control No: 2506-0117 (exp. 06/30/2020) The citizen participation process for the FY 2021-22 Action Plan has been executed as follows: (See Section AP-12 Participation and Attachment C for additional information) • Public Hearings: The City conducted a Community Development Needs Assessment Public Hearing before the City Council on March 24, 2021, asking the public to comment on the housing, community, and economic development needs of the City. Ten public comments were received. Additionally, the City held a second public hearing on April 28, 2021 to make final funding allocations and to adopt this Action Plan. Four comments were received. Refer to the attachment with Public Notices and - Comments for the noticing provided for the meetings. • A 30-day Public Review: The Action Plan was made available for public review from March 29 through April 28, 2021. • Public Notices: Public Notices for the two hearings were published in the San Mateo County Times on and March 10, 2021 and March 26, 2021. • Online Outreach: The City noticed all the CDBG related public hearings through the City’s website and Facebook page. The City also sent email notifications to the current CDBG subrecipients and the City’s CDBG and Economic & Community Development listservs. • Public Meetings: The City held a public CDBG Subcommittee meeting on March 2, 2021. Public hearings were held on March 24, 2021 and April 28, 2021. Pursuant to 24 CFR part 91.105, the City of South San Francisco is required to develop a Citizen Participation Plan (CPP). The purpose of the CPP is to encourage citizen participation, particularly residents of predominantly low‐ and moderate‐income neighborhoods, in the development of the City's Con Plan and Annual Action Plans, substantial amendments to these plans, and the Consolidated Annual Performance and Evaluation Report (CAPER). The City of South San Francisco recently revised its CPP in January to comply with the 30-day comment period required by HUD. This revised plan clearly incorporates all federal regulations and encourages citizen participation. In accordance with its CPP, the City made the following efforts to promote participation; supported the County’s needs assessment survey, held a joint community input meeting and two public hearings, and had appropriate public review/comment periods. For further information regarding the City's citizen participation and consultation process, please see the AP‐10 Consultation and AP-12 Citizen Participation sections of this plan. 5. Summary of public comments The City received public comments at the Needs Assessment Hearing and Public Hearing on the draft Action Plan. Please see Attachment B Public Notices and Attachment C Public Comments documents. 6. Summary of comments or views not accepted and the reasons for not accepting them All comments were accepted. Annual Action Plan 2021 5 OMB Control No: 2506-0117 (exp. 06/30/2020) 7. Summary The City's Action Plan for fiscal year 2021-2022 furthers these goals by assessing the housing, community, and economic development needs and resources of the City and outlines a strategy on how it plans to address those needs. The City is also a participating jurisdiction in the San Mateo County HOME Consortium and therefore submits its federal application for funding as part of the HOME Consortium. Annual Action Plan 2021 6 OMB Control No: 2506-0117 (exp. 06/30/2020) PR-05 Lead & Responsible Agencies - 91.200(b) 1. Agency/entity responsible for preparing/administering the Consolidated Plan The following are the agencies/entities responsible for preparing the Consolidated Plan and those responsible for administrat ion of each grant program and funding source. Agency Role Name Department/Agency Lead Agency SOUTH SAN FRANCISCO CDBG Administrator SOUTH SAN FRANCISCO Economic Development and Housing (EDH) Division Table 1 – Responsible Agencies Narrative The City of South San Francisco’s Economic Development and Housing Division (EDH) under the Department of Economic and Commun ity Development (ECD) is the lead public agency responsible for developing and implementing the City’s Consolidated Plan and Annual Action Plans. EDH administers the City’s Community Development Block Grant and HOME administrative funds. EDH is responsible for many of th e activities and programs identified in the Consolidated Plan and this Action Plan including the City’s Housing Rehabilitation Program, program administration, and public improvement projects. Consolidated Plan Public Contact Information Kris Romasanta, Community Development Coordinator City of South San Francisco Economic Development and Housing Division 400 Grand Avenue South San Francisco, CA 94080 Tel: (650) 829-6620 Fax: (650) 829-6623 Email: CDBG@ssf.net Website: www.ssf.net Annual Action Plan 2021 7 OMB Control No: 2506-0117 (exp. 06/30/2020) AP-10 Consultation - 91.100, 91.200(b), 91.215(l) 1. Introduction The City of South San Francisco consulted with a wide variety of local non-profit organizations, the Continuum of Care (CoC), the San Mateo County Housing Authority, the South San Francisco Housing Authority, the San Mateo County Department of Health, other City departments, the South San Francisco Downtown Task Force, and other community stakeholders in order to develop its current Five- Year Consolidated Plan. Further, many of the local non-profit organizations also produce reports concerning the needs of the demographic they serve; this information is also utilized in the plan development. Provide a concise summary of the jurisdiction’s activities to enhance coordination between public and assisted housing providers and private and governmental health, mental health and service agencies (91.215(l)). During this Action Plan period, the City will work on strengthening its relationships with organizations that serve the public, especially low-income residents. Specific efforts will include: • Work with the County of San Mateo and other entitlement jurisdictions to coordinate and streamline CDBG processes • Participate in the San Mateo County HOME Consortium and provide representation on the County’s Housing and Community Development Committee • Work closely with non-profit social service providers, the County, other entitlement jurisdictions, the School District, and other community providers to coordinate the delivery of services to residents • Fund non-profit organizations serving low-income residents • Work with non-profit organizations and private developers to build and/or maintain affordable housing • Work with the Continuum of Care (CoC) to better coordinate homeless services • Work with the Homeless Outreach Team (HOT) to move the most difficult, long-term homeless individuals out of the Downtown area by placing them in shelters and connecting them with County medical and rehabilitation services. This includes the City’s participation on the HOT Case Manager Group and Oversight Committee • Continued efforts by the downtown bike patrol to connect the homeless to public services that are available to them • Engage in local and state housing legislative updates Describe coordination with the Continuum of Care and efforts to address the needs of homeless persons (particularly chronically homeless individuals and families, families with children, veterans, and unaccompanied youth) and persons at risk of homelessness. Annual Action Plan 2021 8 OMB Control No: 2506-0117 (exp. 06/30/2020) The City has a seat on the Continuum of Care (CoC) Steering Committee and is involved in all CoC decision-making. The CoC undertakes a wide range of efforts to meet the needs of homeless persons and those at risk of homelessness. Due to COVID-19, San Mateo County has postponed the 2021 One Day County. The last count was held on January 31, 2019 by San Mateo County Human Services Agency (HAS) and community partners. The count found 42 unsheltered homeless people in South San Francisco. This is a 27% increase from 2017. Chronically Homeless The CoC has created multi-disciplinary, bilingual, Homeless Outreach Teams (HOT) to conduct intensive outreach with the chronically homeless throughout the County and to help them move into permanent housing. South San Francisco’s HOT program was first implemented in FY 13-14, and continues annually. City staff, police, elected officials, County staff, and local service providers actively participate and meet regularly to provide updates to program members. Families with Children The CoC has developed a rapid re-housing program which provides short-term rental assistance plus case management to homeless families. The San Mateo County Human Services Agency has also provided funding for a motel voucher program to assist families that are waiting to access shelter. Veterans The CoC is working with the Veterans Task Force, convened in 2012 by the County Board of Supervisors, to improve county-wide efforts to outreach to homeless and at-risk veterans, to assess their service and housing needs, to and help them access needed resources, including Veterans Affairs Supportive Housing vouchers and veterans’ benefits. In 2017, the San Mateo County Veterans Fund was created to support the local veteran population. Youth CoC funds are provided to the County Mental Health Association to operate its Support and Advocacy for Youth in Transition Program, which provides case management and housing search/stabilization services to homeless youth. The San Mateo County Housing Authority also offers Family Unification Program Vouchers for youth leaving the foster care system. System-Wide Objectives The San Mateo County CoC 10-Year Housing Our People Effectively (HOPE) Plan (adopted in 2006) laid out the community’s overall strategy for reducing and ending homelessness. Key accomplishments have included the creation and expansion of Homeless Outreach Teams (HOT), new funding sources for homelessness prevention, Homeless Connect events, and various other initiatives. The 10-year plan has been succeeded by the Ending Homelessness Plan (adopted in July 2016). The plan aims to end homelessness in San Mateo County by 2020 through a strategic and coordinated approach Annual Action Plan 2021 9 OMB Control No: 2506-0117 (exp. 06/30/2020) using data-driven solutions. Some of these solutions include outreach, emergency shelters, transitional housing, rapid rehousing, and permanent supportive housing and homelessness prevention programs. Although these objectives have proven to be an effective way to set goals and evaluate progress, they are not fully aligned with the objectives set forth in the Homeless Emergency Assistance and Rapid Transition to Housing Act (HEARTH) and in the federal strategic plan, Opening Doors. The CoC has convened a System Design Subcommittee that is working on the development of system-wide quantitative objectives for the following HEARTH outcomes: • Reductions in total numbers of homeless people; • Reductions in the number of new entries into homelessness; • Reductions in the rate of returns to homelessness; and • Reductions in the length of time people are homeless. • Project-Level Objectives The CoC has the following objective performance standards that are used on an ongoing basis to evaluate the effectiveness of all projects within the homeless system: • Percentage of exits to permanent housing; • Housing retention rate; • Participants obtaining employment income during program participation; • Participants increasing total income during program participation; • Program occupancy levels; • CoC/ Emergency Solutions Grant (ESG) grant spending rates; and • Homeless Management Information System (HMIS) data quality Describe consultation with the Continuum(s) of Care that serves the jurisdiction’s area in determining how to allocate ESG funds, develop performance standards for and evaluate outcomes of projects and activities assisted by ESG funds, and develop funding, poli cies and procedures for the operation and administration of HMIS As previously mentioned, the City has a seat on the Co C Steering Committee and meets on a quarterly basis to make decisions regarding the planning, funding, and operation of the CoC. Additionally, the City sits on the COC Funding/Project Review Subcommittee, which reviews renewal and new projects seeking CoC funding. The City does not receive ESG funding as the County Department of Housing (DOH) is the only ESG recipient in the County. However, the City does have a designated seat on the DOH's Housing & Community Development Committee (HCDC ), which advises the County Board of Supervisors on allocating County CDBG and HOME funding. Further, the City participates in the CoC’s development of performance and evaluation standards along with the management of the Homeless Management Information System (HMIS). Annual Action Plan 2021 10 OMB Control No: 2506-0117 (exp. 06/30/2020) System-Wide Performance Measurement On an annual basis, the CoC Lead Agency, the San Mateo County Center on Homelessness (COH) compiles a report on how well the community is meeting the objectives set forth in the HOPE Plan. This includes an analysis of housing development data to track the creation of new units of affordable housing and an analysis of HMIS and Core Service Agency data to track the numbers of households receiving assistance. Additionally, the CoC’s System Design Subcommittee is developing a set of system- wide performance measures that align with HEARTH and Opening Doors. This work includes developing a recommended methodology for measuring average length of homelessness that includes the time prior to program intake. The CoC’s System Design Subcommittee will be researching possible methodologies for a more complete tracking of returns to homelessness, including any further HUD guidance if available. Project-Level Performance Measurement The COH regularly monitors all emergency shelter, transitional housing, outreach, supportive housing, rapid re-housing, and prevention programs, which includes site visits, analysis of spending rates, and a review of occupancy data. The monitoring process also includes a review of whether projects are meeting the CoC’s project performance standards. In addition, the Project Performance Subcommittee works with the COH to conduct an annual assessment of how well projects are performing, identifies those projects that are underachieving, and recommends whether projects should be offered technical assistance or should be candidates for re-allocation of their CoC funds. Also, each project in the CoC receives an annual performance report detailing their results in meeting both HUD’s and the CoC’s established performance measures. Homeless Management Information System (HMIS) San Mateo County Human Services Agency, the designated HMIS Lead Agency, uses HMIS which incorporates the latest HUD published data standards and improves the ease of data input and data quality. Additionally, as described in the CoC’s Governance Charter, on an annual basis the CoC will review, revise, and approve (as applicable) the privacy, security, and data quality plans for the HMIS. The CoC will also ensure consistent participation of sub recipients in the HMIS and ensure that the HMIS is administered in compliance with HMIS Data Standards. 2. Agencies, groups, organizations and others who participated in the process and consultations Annual Action Plan 2021 11 OMB Control No: 2506-0117 (exp. 06/30/2020) Table 2 – Agencies, groups, organizations who participated 1 Agency/Group/Organization Samaritan House Agency/Group/Organization Type Housing Services-homeless What section of the Plan was addressed by Consultation? Homeless Needs - Chronically homeless Homeless Needs - Families with children Homelessness Needs - Veterans Homelessness Needs - Unaccompanied youth Homelessness Strategy Briefly describe how the Agency/Group/Organization was consulted. What are the anticipated outcomes of the consultation or areas for improved coordination? Samaritan House provided input on homeless needs through its participation in the City's Homeless Outreach Team and during the April 28, 2021 public hearings. 2 Agency/Group/Organization LifeMoves Agency/Group/Organization Type Housing Services-homeless What section of the Plan was addressed by Consultation? Homeless Needs - Chronically homeless Homeless Needs - Families with children Homelessness Needs - Veterans Homelessness Needs - Unaccompanied youth Homelessness Strategy Briefly describe how the Agency/Group/Organization was consulted. What are the anticipated outcomes of the consultation or areas for improved coordination? Life Moves provided input on homeless needs through its participation in the City's Homeless Outreach Team and during the April 28, 2021 public hearings. Annual Action Plan 2021 12 OMB Control No: 2506-0117 (exp. 06/30/2020) 3 Agency/Group/Organization The Salvation Army - South San Francisco Agency/Group/Organization Type Services - Housing Services-Children Services-Elderly Persons Services-homeless Services-Education What section of the Plan was addressed by Consultation? Homeless Needs - Chronically homeless Homeless Needs - Families with children Homelessness Needs - Veterans Homelessness Needs - Unaccompanied youth Homelessness Strategy Briefly describe how the Agency/Group/Organization was consulted. What are the anticipated outcomes of the consultation or areas for improved coordination? The Salvation Army provided input on homeless needs through its participation in the City's Homeless Outreach Team. 4 Agency/Group/Organization San Mateo County Health System Agency/Group/Organization Type Services-Health Health Agency Other government - County What section of the Plan was addressed by Consultation? Homeless Needs - Chronically homeless Homeless Needs - Families with children Homelessness Needs - Veterans Homelessness Needs - Unaccompanied youth Homelessness Strategy Briefly describe how the Agency/Group/Organization was consulted. What are the anticipated outcomes of the consultation or areas for improved coordination? The San Mateo County Health System provided input on homeless needs through its participation in the City's Homeless Outreach Team. Annual Action Plan 2021 13 OMB Control No: 2506-0117 (exp. 06/30/2020) 5 Agency/Group/Organization County of San Mateo Center on Homelessness Agency/Group/Organization Type Housing Services - Housing Other government - County What section of the Plan was addressed by Consultation? Housing Need Assessment Homeless Needs - Chronically homeless Homeless Needs - Families with children Homelessness Needs - Veterans Homelessness Needs - Unaccompanied youth Homelessness Strategy Briefly describe how the Agency/Group/Organization was consulted. What are the anticipated outcomes of the consultation or areas for improved coordination? The San Mateo County Center on Homelessness provided input on homeless needs through its participation in the City's Homeless Outreach Team. 6 Agency/Group/Organization Youth Service Bureaus of the YMCA of San Francisco Agency/Group/Organization Type Services - Housing Services-Children Services-Elderly Persons Services-Persons with Disabilities Services-homeless Services-Education What section of the Plan was addressed by Consultation? Homeless Needs - Chronically homeless Homeless Needs - Families with children Homelessness Needs - Veterans Homelessness Needs - Unaccompanied youth Homelessness Strategy Annual Action Plan 2021 14 OMB Control No: 2506-0117 (exp. 06/30/2020) Briefly describe how the Agency/Group/Organization was consulted. What are the anticipated outcomes of the consultation or areas for improved coordination? The YMCA Community Resource Center (which is operated by the Youth Service Bureaus) provided input on homeless needs through its participation in the City's Homeless Outreach Team and the City’s Emergency Rental Assistance Program. 7 Agency/Group/Organization PROJECT 90 Agency/Group/Organization Type Services-Children Services-Persons with Disabilities Services-homeless Substance Abuse and Recovery What section of the Plan was addressed by Consultation? Homeless Needs - Chronically homeless Homeless Needs - Families with children Homelessness Needs - Veterans Homelessness Needs - Unaccompanied youth Homelessness Strategy Briefly describe how the Agency/Group/Organization was consulted. What are the anticipated outcomes of the consultation or areas for improved coordination? Project 90 provided input on homeless needs through its participation in the City's Homeless Outreach Team. 8 Agency/Group/Organization Rebuilding Together Peninsula Agency/Group/Organization Type Housing Services - Housing What section of the Plan was addressed by Consultation? Housing Need Assessment Briefly describe how the Agency/Group/Organization was consulted. What are the anticipated outcomes of the consultation or areas for improved coordination? Rebuilding Together Peninsula provided input on housing needs during the March 24, 2021 CDBG needs assessment public hearing and April 28, 2021 final public hearing. Agency/Group/Organization El Concilio of San Mateo County Annual Action Plan 2021 15 OMB Control No: 2506-0117 (exp. 06/30/2020) 9 Agency/Group/Organization Type Housing Services - Housing What section of the Plan was addressed by Consultation? Housing Need Assessment Briefly describe how the Agency/Group/Organization was consulted. What are the anticipated outcomes of the consultation or areas for improved coordination? Rebuilding Together Peninsula provided input on housing needs during the March 24, 2021 CDBG needs assessment public hearing and April 28, 2021 final public hearing. 10 Agency/Group/Organization Community Overcoming Relationship Abuse Agency/Group/Organization Type Services-Victims of Domestic Violence What section of the Plan was addressed by Consultation? Non-Homeless Special Needs Briefly describe how the Agency/Group/Organization was consulted. What are the anticipated outcomes of the consultation or areas for improved coordination? CORA provided input on housing needs during the March 24, 2021 CDBG needs assessment public hearing and April 28, 2021 final public hearing. 11 Agency/Group/Organization HIP Housing Agency/Group/Organization Type Services - Housing What section of the Plan was addressed by Consultation? Housing Need Assessment Briefly describe how the Agency/Group/Organization was consulted. What are the anticipated outcomes of the consultation or areas for improved coordination? HIP Housing provided input on housing needs during the March 24, 2021 CDBG needs assessment public hearing and April 28, 2021 final public hearing. 12 Agency/Group/Organization Center for Independence of Individuals with Disabilities Agency/Group/Organization Type Housing Services - Housing Services-Elderly Persons Services-Persons with Disabilities Annual Action Plan 2021 16 OMB Control No: 2506-0117 (exp. 06/30/2020) What section of the Plan was addressed by Consultation? Housing Need Assessment Non-Homeless Special Needs Briefly describe how the Agency/Group/Organization was consulted. What are the anticipated outcomes of the consultation or areas for improved coordination? CID provided input on housing needs during the March 24, 2021 CDBG needs assessment public hearing and April 28, 2021 final public hearing. 13 Agency/Group/Organization Legal Aid Society of San Mateo County Agency/Group/Organization Type Services - Housing What section of the Plan was addressed by Consultation? Housing Need Assessment Non-Homeless Special Needs Briefly describe how the Agency/Group/Organization was consulted. What are the anticipated outcomes of the consultation or areas for improved coordination? Legal Aid Society provided input on housing needs during the March 24, 2021 CDBG needs assessment public hearing and April 28, 2021 final public hearing. 14 Agency/Group/Organization PROJECT SENTINEL Agency/Group/Organization Type Services - Housing Service-Fair Housing What section of the Plan was addressed by Consultation? Housing Need Assessment Briefly describe how the Agency/Group/Organization was consulted. What are the anticipated outcomes of the consultation or areas for improved coordination? Project Sentinel provided input on housing needs during the March 24, 2021 CDBG needs assessment public hearing and April 28, 2021 final public hearing. 15 Agency/Group/Organization Ombudsman Services of San Mateo County Agency/Group/Organization Type Services-Elderly Persons Services-Persons with Disabilities What section of the Plan was addressed by Consultation? Non-Homeless Special Needs Annual Action Plan 2021 17 OMB Control No: 2506-0117 (exp. 06/30/2020) Briefly describe how the Agency/Group/Organization was consulted. What are the anticipated outcomes of the consultation or areas for improved coordination? Ombudsman provided input on housing needs during the March 24, 2021 CDBG needs assessment public hearing and April 28, 2021 final public hearing. 16 Agency/Group/Organization Friends for Youth Agency/Group/Organization Type Services-Children What section of the Plan was addressed by Consultation? Non-Homeless Special Needs Briefly describe how the Agency/Group/Organization was consulted. What are the anticipated outcomes of the consultation or areas for improved coordination? Friends for Youth provided input on public service needs during the March 24, 2021 CDBG needs assessment public hearing and April 28, 2021 final public hearing. 17 Agency/Group/Organization Rape Trauma Services Agency/Group/Organization Type Services-Children What section of the Plan was addressed by Consultation? Non-Homeless Special Needs Briefly describe how the Agency/Group/Organization was consulted. What are the anticipated outcomes of the consultation or areas for improved coordination? Rape Trauma Services provided input on public service needs during the March 24, 2021 CDBG needs assessment public hearing and April 28, 2021 final public hearing. 18 Agency/Group/Organization Star Vista Agency/Group/Organization Type Services-homeless What section of the Plan was addressed by Consultation? Housing Need Assessment Homeless Needs - Chronically homeless Homeless Needs - Families with children Homelessness Needs - Veterans Homelessness Needs - Unaccompanied youth Homelessness Strategy Annual Action Plan 2021 18 OMB Control No: 2506-0117 (exp. 06/30/2020) Briefly describe how the Agency/Group/Organization was consulted. What are the anticipated outco mes of the consultation or areas for improved coordination? StarVista provided input on public service needs during the February 26, 2020 CDBG needs assessment public hearing and April 22, 2020 final public hearing. Identify any Agency Types not consulted and provide rationale for not consulting All agency types were consulted. Other local/regional/state/federal planning efforts considered when preparing the Plan Name of Plan Lead Organization How do the goals of your Strategic Plan overlap with the goals of each plan? Continuum of Care San Mateo County Human Services Agency The City has identified the need for homeless services and housing and has set a goal to provide service enriched shelter and transitional housing for homeless individuals. This goal overlaps with the goals of the CoC as the CoC seeks to prevent homelessness, promote self-sufficiency of those that are homeless, and provide diverse homeless services. Housing Our People Effectively (HOPE) 10-year Plan San Mateo County Human Services Agency The City has identified the need for homeless services and housing and has set a goal to provide service enriched shelter and transitional housing for homeless individuals. This goal overlaps with the goals of the HOPE Plan. Some of the HOPE Plan's goals are to increase homeless housing opportunities and to prevent and end homelessness by delivering flexible services. Housing Element City of South San Francisco Short and Long-term planning for housing needs at a range of prices and rents. Plan Bay Area 2040 and the CASA Compact The Association of Bay Area Governments/Metropolitan Transportation Committee Plan Bay Area is a regional blueprint that promotes compact, mixed use neighborhoods near transit. The CASA Compact is a set of policy recommendations to increase housing production for the region. Table 3 - Other local / regional / federal planning efforts Annual Action Plan 2021 19 OMB Control No: 2506-0117 (exp. 06/30/2020) Narrative The City of South San Francisco, the County of San Mateo and the other entitlement jurisdictions (Daly City, San Mateo, and Redwood City) have developed a "CDBG Cohort" which meets regularly to enhance and streamline the CDBG process for both the jurisdictions and subrecipients. The CDBG Cohort collectively organizes community forums, requests for proposals, and joint monitoring of subrecipients. Additionally, the CDBG Cohort has implemented the use of standardized applications, reporting, and reimbursement forms for subrecipients through a common online grant management system. The Cohort shares information regarding subrecipients and how to handle issues that may arise for the subrecipients such as reporting, invoicing, or actions needed to correct and track performance. Annual Action Plan 2022 20 OMB Control No: 2506-0117 (exp. 06/30/2020) AP-12 Participation - 91.401, 91.105, 91.200(c) 1. Summary of citizen participation process/Efforts made to broaden citizen participation Summarize citizen participation process and how it impacted goal-setting Pursuant to the City’s Citizen Participation Plan, the following is a summary of the significant actions the City undertook i n developing this Action Plan: • December 14, 2021 to January 14, 2021 – CDBG/HOME Administrative Funds Renewal Application Available • January 14, 2021 – Renewal Application Deadline • March 5, 2021 – CDBG Subcommittee Meeting: Funding Recommendations • March 10, 2021 – Public Notice of Community Needs Assessment Hearing was published in the San Mateo County Times • March 17, 2021 – Public Notice of Availability of the City's FY 21-22 Annual Action Plan and Notice of Public Hearing published in the San Mateo County Times • March 24, 2021 – Community Needs Assessment Public Hearing • March 26, 2021 - Public Notice of Final Public Hearing was published in the San Mateo County Times • March 29, 2021 – The City publicly noticed the Availability of the City's FY 21-22 Annual Action Plan and Notice of Public Hearing the City’s website, Twitter, and Facebook page. The City also sent individual email notifications to the CDBG FY 20-21 applicants and the City’s CDBG and Economic & Community Development listservs. • March 29 to April 28, 2021 – 30-day public comment period on the City's 21-22 Annual Action Plan • April 28, 2021 – Final funding allocations and Public Hearing on the adoption of the City's 21-22 Annual Action Plan • May 15, 2021 – Deadline for submission of the City's FY 22- Annual Action Plan to HUD The following are specific efforts made to broaden outreach and promote participation. These efforts to increase citizen participation helped establish and/or reconfirm the City's housing and community development needs and were used as a basis for setting priorities. See Attachments for additional information. Annual Action Plan 2022 21 OMB Control No: 2506-0117 (exp. 06/30/2020) • Public Hearing on Community Needs: On March 24, 2021, the City held a public hearing to receive comments on the City's housing and community development needs. A notice for the hearing was published in the San Mateo County Times on February 5, 2020. The City received ten (10) public comments. • Public Hearing on the Action Plan Adoption: On April 28, 2021, the City held a public hearing to receive comments on and adopt the City's Action Plan. A notice for the hearing was published in the San Mateo County Times on March 10, 2021. The City received XX public comments. In light of the recent COVID-19 pandemic, the City’s public hearings was conducted via teleconference. • Online Outreach: The City noticed all of the CDBG related public hearings through the City’s website and Facebook page. The City also sent email notifications to the current CDBG subrecipients and the City’s CDBG and Economic & Community Development listservs . • Public Meetings: The City held public CDBG Subcommittee meetings on March 5, 2021. The approval of the Annual Action Plan took place on April 28, 2021 and was conducted through teleconference and online. Annual Action Plan 2022 22 OMB Control No: 2506-0117 (exp. 06/30/2020) Citizen Participation Outreach Table 4 – Citizen Participation Outreach Sort Order Mode of Outreach Target of Outreach Summary of response/ attendance Summary of comments received Summary of comments not accepted and reasons URL 1 Public Hearing People of color Non-English Speakers- Specify other Language: Spanish Non-targeted/ broad community On March 24, 2021, the City held a public hearing with the Mayor and City Council to receive public comments on the City’s Housing and community development needs. A public notice for the hearing, written in English and Spanish, was published in the San Mateo County Times on March 10, 2021. The hearing was also noticed through the City’s Facebook page. The City also sent email notifications to the current CGBG subrecipients and the City’s CDBG and Economic & Community Development listservs (See Attachments) The City received ten (10) public comments. All of the comments received were in support of different non-profits seeking CDBG or HOME Administrative funding. The comments described the nonprofits’ programs and their impact on the community while also thanking the City Council for their support. Further information regarding the comments is provided in Attachments. All comments were accepted. http://www.ssf.net/1937/CDBG-Notices 2 Public Noticing via Newspaper People of color Persons with Disabilities Non-targeted/ broad community Published notices for public meetings/hearings were posted in the San Mateo County Times on March 10, 2021 and March 26, 2021. No comments were received from the noticing. Comments were received at the noticed public meetings and hearings All comments were accepted See Attachment Annual Action Plan 2022 23 OMB Control No: 2506-0117 (exp. 06/30/2020) Sort Order Mode of Outreach Target of Outreach Summary of response/ attendance Summary of comments received Summary of comments not accepted and reasons URL 3 Public Hearing People of color Non-English Speakers- Specify other Language: Spanish Non-targeted/ broad community On April 28, 2021, the City held a public hearing with the Mayor and City Council to receive public comments on the City’s Annual Action Plan. A public notice for the hearing, written in English and Spanish, was published in the San Mateo County Times on March 26, 2021. The hearing was also noticed through the City’s website and Facebook page. The City also sent email notifications to the current CGBG subrecipients and the City’s CDBG and Economic & Community Development listservs (See Attachments) All Comments Were Accepted 4 Facebook Post People of Color Persons With Disabilities Non-Targeted/ Broad Community On XXXX , a post informing the general public about the meeting date, time, and place was posted on Facebook from the South San Francisco Economic and Community Development Facebook Page. No comments were received from the noticing. Comments were received at the noticed public meetings and hearings. All Comments Were Accepted See Attachment Annual Action Plan 2022 24 OMB Control No: 2506-0117 (exp. 06/30/2020) Sort Order Mode of Outreach Target of Outreach Summary of response/ attendance Summary of comments received Summary of comments not accepted and reasons URL 5 Email Broadcast / Blast People of Color Persons With Disabilities Non-Targeted/ Broad Community CBDG subrecipients and the City of South San Francisco’s Economic and Community Development Department received an email on the details of the meeting on March 10, 2021. The email states to post in highly visible areas in order to get the word out that public comment was available for the CBDG from March 29– April 28. No comments were received from the noticing. Comments were received at the noticed public meetings and hearings. All Comments Were Accepted See Attachment Annual Action Plan 2022 25 OMB Control No: 2506-0117 (exp. 06/30/2020) Expected Resources AP-15 Expected Resources - 91.420(b), 91.220(c)(1,2) Introduction The City's FY 21-22 entitlement amount is $500,685. The City is also supporting several projects funded from 2021-2022 and prior year funds. The final costs for these projects and the amounts expected to be available at the end of the year have not been finalized. This gives the City a CDBG budget of approximately $573,254 in FY 21-22. In addition, the City’s estimates a HOME allocation of $14,840 which provides the City with an overall budget of approximately $588,094. In addition to the City’s yearly entitlement, as part of the Coronavirus Relief Bill (CARES Act), the City has received $290,353 in CDBG-CV1 funds and $574,525 in CDBG-CV3 funds for a total of $864,878. This funding is available for use for the next six years or until the funds run out. Anticipated Resources Program Source of Funds Uses of Funds Expected Amount Available Year 1 Expected Amount Available Remainder of ConPlan $ Narrative Description Annual Allocation : $ Program Income: $ Prior Year Resources: $ Total: $ CDBG Public - Federal Acquisition Admin and Planning Economic Development Housing Public Improvements Public Services 500,685 23,569 49,000 573,254 0 The City of South San Francisco is an entitlement jurisdiction and therefore receives an annual CDBG grant allocation from HUD, the City also receives a variable amount of Program Income. Annual Action Plan 2022 26 OMB Control No: 2506-0117 (exp. 06/30/2020) Program Source of Funds Uses of Funds Expected Amount Available Year 1 Expected Amount Available Remainder of ConPlan $ Narrative Description Annual Allocation : $ Program Income: $ Prior Year Resources: $ Total: $ HOME Funds Public - Federal 14,845 0 0 14,845 0 The City of South San Francisco is part of the San Mateo County HOME Consortium. As a member of this consortium, the City receives 1% of the County’s annual HOME allocation for administrative purposes. Table 5 - Expected Resources – Priority Table Explain how federal funds will leverage those additional resources (private, state and local funds), including a description of how matching requirements will be satisfied Leveraging CDBG funds continues to be a greater challenge with the dissolution of Redevelopment Agencies (RDA) statewide. In the past, CDBG funds were able to leverage significant amounts of RDA funding for housing and commercial projects. A reduction to CDBG entitlement amounts over the last few years have also required the City to cut funding to nearly half of the public service organizations. Overall, CDBG funding is insufficient to leverage significant funds and now can only be provided as a small match in attempt to secure what other non -federal funding might be available. However, the City has been utilizing CDBG funding for smaller public right of way improvements that will ensure that the City is more competitive in future years for Cap and Trade funding. These improvements include upgrading intersection crossing for pedestrian safety and making the downtown more pedestrian friendly and accessible. Annual Action Plan 2022 27 OMB Control No: 2506-0117 (exp. 06/30/2020) If appropriate, describe publically owned land or property located within the jurisdiction that may be used to address the ne eds identified in the plan Over the years, the City’s RDA acquired several residential and commercial properties; however, with the dissolution of RDAs, the City is required to sell all its properties and return all proceeds to the State. Therefore, the City is in the process of selling these commercial properties. In the past few years, the City has been selling the smaller residential properties, which have been occupied by low-income households. The City’s Housing Investment Plan has stipulated, however, that the proceeds received from the sale must be used to replace the unit somewhere else in the City. The City has not sold all of the residential properties, and still has six residential units that are being leased to low income households. Discussion CDBG funds have also helped improve city-owned properties that are used to provide services to low and moderate income or special needs residents such as parks, libraries, the boys and girls club, senior center and right of way improvements. CDBG funds do not subsidize, in any way, the operations of those city-owned facilities but have provided accessibility and non-routine maintenance improvements. Annual Action Plan 2022 28 OMB Control No: 2506-0117 (exp. 06/30/2020) Annual Goals and Objectives AP-20 Annual Goals and Objectives – 91.420, 91.220€(3)&(e) Goals Summary Information Sort Ord er Goal Name Start Year End Year Category Geographic Area Needs Addressed Funding Goal Outcome Indicator 1 Increase, Maintain, & Improve Affordable Housing 2018 2022 Affordable Housing SSF Downtown Tracts 6021, 6022 Affordable Housing CDBG: $184,750 Public Facility or Infrastructure Activities for Low/Moderate Income Housing Benefit: 37 Households Assisted 2 Provide Public Services to Improve Quality of Life 2018 2022 Non-Housing Community Development SSF Downtown Tracts 6021, 6022 Public Services CDBG: $51,600 Public service activities other than Low/Moderate Income Housing Benefit: 899 Persons Assisted Annual Action Plan 2022 29 OMB Control No: 2506-0117 (exp. 06/30/2020) Sort Ord er Goal Name Start Year End Year Category Geographic Area Needs Addressed Funding Goal Outcome Indicator 3 Provide Service- Enriched Homeless Shelters 2018 2022 Homeless SSF Downtown Tracts 6021, 6022 Homeless Services and Housing CDBG: $26,200 Homeless Person Overnight Shelter: 96 Persons Assisted 4 Preserve and Improve Public Facilities 2018 2022 Public Facility Improvements SSF Downtown Tracts 6021, 6022 Public Facilities Improvements CDBG: $198,000 Safety and accessibility improvements 5 Economic Developm ent 2019 2022 Economic Development Citywide Economic Development $0 Provide economic development assistance to businesses in response to COVID-19 Table 6 – Goals Summary Goal Descriptions Annual Action Plan 2022 30 OMB Control No: 2506-0117 (exp. 06/30/2020) 1 Goal Name Increase, Maintain, & Improve Affordable Housing Goal Description For FY 21-22, the City will implement the following activities in order to meet this goal: housing rehabilitation, minor home repair, emergency home repair grants, debris box vouchers, and accessibility modification programs. 2 Goal Name Provide Public Services to Improve Quality of Life Goal Description For FY 21-22, the City will allocate 15% of its annual entitlement and 15% of its prior year program income to non-profit organizations that provide public services. The City anticipates serving 899 low to moderate-income residents in FY 21-22. 3 Goal Name Provide Service-Enriched Homeless Shelters Goal Description There is a significant need for service-enriched shelters and transitional housing for both homeless individuals and families as the City has experienced a significant increase in chronically homeless and transients, especially in the Downtown. The City will address this need by providing public service funds to Samaritan House and CORA. Samaritan House operates the Safe Harbor Shelter located in South San Francisco, which provides 90 beds to homeless individuals. CORA provides emergency shelter for those seeking refuge from domestic violence or abuse. The City will also continue to work with the Homeless Outreach Team (HOT) to move the most difficult, long-term homeless/transient individuals out of the Downtown area by placing them in emergency shelters and connecting them with County medical and rehabilitation services. This includes the City’s participation in the HOT’s Case Manager Group and Oversight Committee. 4 Goal Name Preserve and Improve Public Facilities Goal Description The City of South San Francisco may use these funds to support investments in improvement activities for infrastructure and public facilities. 5 Goal Name Economic Development Assistance Goal Description Avoid job loss caused by business closures related to Corona Virus 2019 (COVID 19) and the social distancing regulations implemented by the State and Federal government. Annual Action Plan 2022 31 OMB Control No: 2506-0117 (exp. 06/30/2020) AP-35 Projects - 91.420, 91.220(d) Introduction The City plans to implement the following projects: Annual Action Plan 2022 32 OMB Control No: 2506-0117 (exp. 06/30/2020) Public Services Friends for Youth Quality mentoring and support services to underserved, vulnerable youth through community –based 1:1 mentoring Rape Trauma Services Center Mental health services to address the multiple healing needs of child survivors of sexual trauma Star Vista Subsidized apartments and case management services for emancipated foster youth plus essential life skills training Ombudsman Services of San Mateo County, Inc. Advocacy services to elderly and developmentally disabled individuals Service-Enriched Homeless Shelters * Community Overcoming Relationship Abuse (CORA) Emergency shelter for victims and survivors of domestic violence and their children Samaritan House Operates the Safe Harbor Shelter, a 90-bed homeless shelter that provides emergency and transitional housing for homeless adults Minor Home Repair Programs Center for Independence of Individuals with Disabilities (CID) - Housing Accessibility Modification Program Installs ramps, grab bars, and other modifications to make a home accessible to individuals with disabilities El Concilio - Peninsula Minor Home Repair Minor home repairs for low-income households to make their home eligible for energy/weatherization improvements that would otherwise not be completed and increase energy and water conservation Rebuilding Together Peninsula (RTP) - National Rebuilding Day Program that utilizes volunteers to rehabilitate homes on National Rebuilding Day Rebuilding Together Peninsula (RTP) - Safe at Home A year round program that addresses minor repair needs *Homeless shelters are a subcategory under the Public Services Annual Action Plan 2022 33 OMB Control No: 2506-0117 (exp. 06/30/2020) City-Sponsored Housing Rehabilitation Program This program provides grants to low-income families for housing alterations and repairs that correct code deficiencies and/or improve the health and safety for homeowners and residents. Public Improvement Projects These funds may be used towards Public Improvements to City Facilities as well as within the Public Right of Way in low/mod areas. The funds may support investments in predevelopment activities for infrastructure and public facilities. These predevelopment activitie s may be used to assemble sites for affordable housing or provide infrastructure that would benefit the community as a whole. In addition, the City is exploring the idea of using the Section 108 Loan Program. The loan would provide a greater impact for capital improvement projects in low and moderate neighborhoods, especially since construction and acquisition costs have been increas ingly cost- prohibitive. CDBG Administration The City will use 20% of its entitlement and current year program income to administer the CDBG program. Fair Housing ($14,845)* Project Sentinel ($14,845) provides comprehensive fair housing services of complaint investigation, community outreach, and education. *HOME Administrative Funds are not reported in HUD’s Integrated Disbursement & Information System (IDIS) # Project Name 1 Public Services Annual Action Plan 2022 34 OMB Control No: 2506-0117 (exp. 06/30/2020) # Project Name 2 Service Enriched Homeless Shelters 3 Minor Home Repair Program 4 Housing Rehabilitation Program 5 Public Facility Improvement Projects 6 Planning and Administration 7 Economic Development Table 7 – Project Information Describe the reasons for allocation priorities and any obstacles to addressing underserved needs Given the limited funds available, the City prioritizes activities, which provided maximum benefit to the community. The majority of the City's CDBG funds are allocated to supporting housing rehabilitation and public improvements because these types of activities are not restricted by spending limitations and are highly impactful. Further, it is intended that CDBG money will be utilized for the ‘last mile’ o f funding for projects that may not otherwise be completed. A major funding obstacle continues to be sufficiently supporting the wide variety of crucial public services needed in the City due to federal spending limits specific to public services. While the public service need far exceeds the funds available to provide those services, the City has selected those activities, which would be most effective. AP-38 Project Summary Project Summary Information Annual Action Plan 2022 35 OMB Control No: 2506-0117 (exp. 06/30/2020) 1 Project Name Public Services Target Area SSF Downtown Tracts 6021, 6022 Goals Supported Provide Public Services to Improve Quality of Life Needs Addressed Public Services Funding CDBG: $51,600 Description For FY 21-22 the City will allocate 15% of its annual entitlement to non- profit organizations that provide public services. Target Date 6/30/2022 Estimate the number and type of families that will benefit from the proposed activities 899 extremely low- to low-income individuals are estimated to benefit from the proposed activities. Location Description City-Wide • Friends for Youth 1741 Broadway Redwood City, CA 94063-2483 • Ombudsman Services of San Mateo County, Inc. 711 Nevada St. Redwood City, CA 94061-1555 • Rape Trauma Services Center 1860 El Camino Real, Suite 406 Burlingame, CA 94010-3117 • StarVista 701 Grand Ave South San Francisco, CA 94080-2553 Annual Action Plan 2022 36 OMB Control No: 2506-0117 (exp. 06/30/2020) Planned Activities • Friends for Youth $5,600 of available public services funding: Mentoring and support services to underserved, vulnerable youth through community –based 1:1 mentoring • Ombudsman Services of San Mateo County, Inc. $20,000 of available public services funding: Advocacy services to elderly and developmentally disabled individuals • Rape Trauma Services Center $15, 000 of available public services funding: Mental health services to address the multiple healing needs of child survivors of sexual trauma. • StarVista $11,000 of available public services funding: Subsidized apartments and case management services for emancipated foster youth plus essential life skills training. 2 Project Name Service Enriched Homeless Shelters Target Area SSF Downtown Tracts 6021, 6022 Goals Supported Provide Service-Enriched Homeless Shelters Needs Addressed Homeless Services and Housing Funding CDBG: $26,200 Description The City will address the need for service-enriched shelters and transitional housing by providing public service funds to Samaritan House and CORA. Samaritan House operates the Safe Harbor Shelter located in South San Francisco, which provides 90 beds to homeless individuals. CORA provides emergency shelter for those seeking refuge from domestic violence or abuse. Target Date 6/30/2021 Estimate the number and type of families that will benefit from the proposed activities 96 Homeless persons provided overnight shelter. Location Description • Community Overcoming Relationship Abuse (CORA) Address Suppressed • Samaritan House: Safe Harbor Shelter 295 North Access Road South San Francisco, CA 94080-690 Annual Action Plan 2022 37 OMB Control No: 2506-0117 (exp. 06/30/2020) Planned Activities • Community Overcoming Relationship Abuse (CORA) $10,200 of available public services funding: Emergency shelter for victims and survivors of domestic violence and their children • Samaritan House: Safe Harbor Shelter $16,000 of available public services funding: Operates the Safe Harbor Shelter, a 90-bed homeless shelter that provides emergency and transitional housing for homeless adults 3 Project Name Minor Home Repair Program Target Area SSF Downtown Tracts 6021, 6022 Goals Supported Increase, Maintain, & Improve Affordable Housing Needs Addressed Affordable Housing Funding CDBG: $107,750 Description For FY 21-22 the City will allocate funding to various non-profits that provide minor home repairs and accessibility modifications to low- income homeowners. Target Date 6/30/2022 Estimate the number and type of families that will benefit from the proposed activities The City anticipates serving 30 low-income households. Location Description • Center for Independence of Individuals with Disabilities 2001 Winward Way, Suite 103 San Mateo, CA 94404 • El Concilio of San Mateo County 1419 Burlingame Avenue, Suite N Burlingame, CA 94010-4123 • Rebuilding Together Peninsula 841 Kaynyne Street Redwood City, CA 94063-3000 Annual Action Plan 2022 38 OMB Control No: 2506-0117 (exp. 06/30/2020) Planned Activities • CID - Housing Accessibility Modification Program $10,000 of Minor Home Repair funding: Installs ramps, grab bars, and other modifications to make a home accessible. • El Concilio - Peninsula Minor Home Repair $27,000 of Minor Home Repair funding: Minor home repairs for low-income households to make their home eligible for energy/weatherization improvements Minor home repairs for low-income households to make their home eligible for energy/weatherization improvements. • Rebuilding Together - National Rebuilding Day $15,750 of Minor Home Repair funding: Program that utilizes volunteers to rehabilitate homes on National Rebuilding Day. • Rebuilding Together - Safe at Home $55,000 of Minor Home Repair funding: A year-round program that addresses minor repair needs. 4 Project Name Housing Rehabilitation Program Target Area SSF Downtown Tracts 6021, 6022 Goals Supported Increase, Maintain, & Improve Affordable Housing Needs Addressed Affordable Housing Funding CDBG: $77,000 Description Provides low interest loans and grants to low-income families for housing alterations and repairs that correct code deficiencies and/or improve the health and safety of the home. Target Date 6/30/2022 Estimate the number and type of families that will benefit from the proposed activities Two (2) Households will be provided loans, five (5) households will receive emergency housing vouchers, one (1) household will receive debris box vouchers. Location Description This program is available citywide for low/mod income households. Annual Action Plan 2022 39 OMB Control No: 2506-0117 (exp. 06/30/2020) Planned Activities • Housing Rehabilitation Loans Provides low interest loans to low-income families for housing alterations and repairs that correct code deficiencies and/or improve the health and safety of the home. • Emergency Repair Vouchers Provides low-income families grants of up to $5,500 to make emergency safety and/or code violation repairs. • Debris Box Vouchers Provides low-income families with a debris box to clear code violations and clean up conditions that affect the health, safety or appearance of properties. 5 Project Name Public Facility Improvement Projects Target Area SSF Downtown Tracts 6021, 6022 Goals Supported Preserve and Improve Public Facilities Needs Addressed Public Facilities Improvements Funding CDBG: $198,000 Description Improvements to Irish Town Green and other capital improvements Target Date 6/30/2022 Estimate the number and type of families that will benefit from the proposed activities 9130 Location Description SSF Downtown Tracts 6021, 6022 Planned Activities These funds will be used for public facility and infrastructure improvements in low/mod areas. 6 Project Name Planning and Administration Target Area SSF Downtown Tracts 6021, 6022 Goals Supported Increase, Maintain, & Improve Affordable Housing Preserve and Improve Public Facilities Provide Public Services to Improve Quality of Life Provide Service-Enriched Homeless Shelters Annual Action Plan 2022 40 OMB Control No: 2506-0117 (exp. 06/30/2020) Needs Addressed Public Services Affordable Housing Economic Development Services Homeless Services and Housing Public Facilities Improvements Funding CDBG: $104,851 HOME Administrative Funds: $14,845 Description The City will use 20% of its entitlement to administer the CDBG program. Target Date 6/30/2022 Estimate the number and type of families that will benefit from the proposed activities NA Location Description NA Planned Activities The City will use 20% of its entitlement and current year program income to administer the CDBG program. HOME funds will be used to support Fair Housing Services in the City. 7 Project Name Economic Development Assistance Goals Supported Avoid job loss caused by business closures related to Corona Virus 2019 (COVID 19) and the social distancing regulations implemented by State and Federal governments. Needs Addressed Economic Development Needs Business Retention Employee Retention Funding CDBG: $0 Description The Economic Development Assistance Program is designed to assist businesses through the provision of financial assistance. Financial assistance is in the form of a forgivable no interest loan that is predicated on the maintenance of jobs for moderate- and low-income persons. Maximum assistance under the program is $35,000. One permanent full- time equivalent position for moderate- and low-income persons is required. No funding for this program is committed at this time. Annual Action Plan 2022 41 OMB Control No: 2506-0117 (exp. 06/30/2020) Target Date 6/30/2022 Estimate the number and type of recipients that will benefit from the proposed activities 0 Location Description Citywide Planned Activities No funding for this program is committed at this time. Annual Action Plan 2022 42 OMB Control No: 2506-0117 (exp. 06/30/2020) AP-50 Geographic Distribution - 91.420, 91.220(f) Description of the geographic areas of the entitlement (including areas of low-income and minority concentration) where assistance will be directed The City has identified the census blocks with more than 50% of residents with low to moderate household incomes. Using HUDs CPD Maps website as a guide, as well as using HUDs GIS dataset, the City has created a CDBG Service Areas map for South San Francisco (see Attachment D). These Service Areas generally meet the CDBG Low to Moderate Area Benefit (LMA) requirements, however the area known as East 101, is predominantly industrial activities, and CDBG funding will not be spent in this region. The below census blocks meet the meets the CDBG Low to Moderate Area Benefit (LMA) requirements: • 601700-1 • 601901-2, 601902-1, 601902-3 • 602000-5 • 602100-1, 602100-3 • 602200-1, 602200-2, 602200-3, 602200-4, 602200-5 • 602300-1 • 602400-1 • 602600-1, 602600-2, 602600-4. The City will direct assistance to these areas through public improvement projects Geographic Distribution Target Area Percentage of Funds SSF Downtown Tracts 6021 40 Table 8 - Geographic Distribution Rationale for the priorities for allocating investments geographically The City designates these areas as target areas for funding services because a majority of those who reside and/or receive services in this area are low income. Therefore, improvements made to this area, through activities like public right of way beautification projects, create a citywide benefit. Discussion Many of the City's service providers are located either outside of the CDBG Target area or are regional providers with headquarters in other jurisdictions, but who specifically serve South San Francisco residents. The City works to find a balance between funding projects to assist residents in the low- Annual Action Plan 2022 43 OMB Control No: 2506-0117 (exp. 06/30/2020) income neighborhoods, with services that serve low-income residents city-wide. Annual Action Plan 2022 44 OMB Control No: 2506-0117 (exp. 06/30/2020) AP-75 Barriers to affordable housing -91.420, 91.220(j) Introduction A lack of resources and the current market conditions have presented barriers to affordable housing. Currently, there is a lack of sufficient federal, state, and county funds to create new affordable housing. Federal tax credits are very limited and extremely competi tive. Furthermore, the County resources, which consist only of HOME funds, have been drastically reduced and remain extremely competitive. Additionally, the dissolution of RDAs signifies a tremendous loss of resources available for affordable housing. In prior years, RDA funds were used to develop numerous affordable housing units while also bolstering the City's C DBG program. Due to the dissolution of the RDA, it is now necessary to piece together several years of funding allocations and grants, thus requiring at least 5 to 7 sources of funds to be able to construct new housing on the Peninsula. These sources have consequently reduced as well. As such, cities will not be able to meet their state mandated housing production requirements, especially for affordable housing units. In addition to limited resources, the current market conditions have created an unsustainable housing cost environment due to inflated rents and expensive home/land prices. According to the 201 8 American Community Survey 5-Year Estimates, 53% of renters in South San Francisco are paying more than 35% of their income towards rent. Additionally, 25% of homeowners in South San Francisco with a mortgage are spending 35% or more of their household income on housing costs (2014-2018) American Community Survey 5-Year Estimates). This data signifies that a large portion of South San Francisco households are living in unaffordable housing which in turn is putting them at risk of becoming homeless. While the City actively makes efforts to provide affordable housing to residents, the lack of resources and market conditions pose as formidable barriers. Therefore, the City is continually seeking new and innovative ideas to overcome these barriers. In 2018, the City made strides in addressing the housing shortage by adopting several affordable housing policies. This includes adopting an inclusionary housing policy and a commercial linkage fee. The inclusionary policy allows the City to increase its below market rate units by requiring any new rental and for-sale sale residential units consisting of five more units. In addition, the Commercial Linkage fee expands the City’s affordable housing funds through office and commercial developer fees. Actions it planned to remove or ameliorate the negative effects of public policies that serve as barriers to affordable housi ng such as land use controls, tax policies affecting land, zoning ordinances, building codes, fees and charges, growth limitations, and Annual Action Plan 2022 45 OMB Control No: 2506-0117 (exp. 06/30/2020) policies affecting the return on residential investment The City will continue to monitor and identify areas of improvement in its public policies i n order to foster and maintain the supply of affordable housing and to remove barriers to affordable housing development. The City will also continue to maintain and encourage affordable housing development by: • Implementing zoning to ensure there is an adequate supply of land to meet its Association of Bay Area Governments (ABAG) regional housing needs allocation. • Continuing to implement the City's Inclusionary Housing Ordinance; this requires that a percentage of new “for sale” residential units are made available as Below Market Rate (BMR) units for low income residents. The City will also continue to support its existing BMR units. • Investigating new sources of funding for the City's affordable housing programs and working with non-profit developers to promote the development of affordable housing for lower income households. • Considering fee waivers or deferrals of planning, building, and impact fees for affordable housing developments. • Removing government and public infrastructure constraints to affordable housing development through administrative support, intergovernmental cooperation, public-private partnerships, and permit streamlining. • Continuing to cooperate with other governmental agencies and take an active interest in seeking solutions to area -wide housing problems. • Encouraging the construction of Accessory Dwelling Units by expedited permitting and providing architectural plans for reside nts. Discussion The City is continuously looking for opportunities to help address housing needs in the community, especially for lower-income residents. The City hopes to find additional opportunities for partnership in meeting housing needs. Annual Action Plan 2022 46 OMB Control No: 2506-0117 (exp. 06/30/2020) AP-85 Other Actions - 91.420, 91.220(k) Introduction The following sections describe the actions and efforts the City will make to address things such as meeting underserved needs, affordable housing, and lead-based paint hazards. Many of these actions are based upon the importance of coordinating with other jurisdictions, local service providers, and the private sector. In a time with limited funding available, the City's focus will be on creativity and collaboration in order to meet more needs of the community. Actions planned to address obstacles to meeting underserved needs The significant challenge for the City in meeting needs for the underserved community has been the lack of funding. As mentioned previously, the dissolution of RDA eliminated a major funding source for affordable housing and funding for low-income residents, therefore funding was narrowed to CDBG, General Fund and County funds. To add, the impact of the pandemic worsened the conditions for low-income residents as it disproportionately impacted Blacks and Latinos due to the nature of their occupations, discrimination, income gap, and access to healthcare. The City has received additional funding from Coronavirus Aid, Relief, and Economic Security Act (CARES Act) funds to address these disparities and anticipates additional funds from the State and Federal government. The City will continue to work with all levels of government and non-profits to address income inequality and poverty in South San Francisco. Actions planned to foster and maintain affordable housing Listed below are actions the City plans to take to foster and maintain affordable housing: • Promote the construction of lower cost units by providing incentives to developers and encouraging mixed-use projects, second units, density bonuses, loft-style units, and manufactured housing. • Strive to preserve and maintain existing affordable housing by using state and federal funds to the fullest extent to rehabilitate existing housing units. Additionally, the City will continue to support affordable housing for groups with special needs, including seniors, the disabled, and the homeless. • Continue to implement its Inclusionary Housing Ordinance that requires a percentage of new "for sale" residential units be made available as Below Market Rate (BMR) units for low-income residents. The City will also continue to support its existing BMR units. • Provide a “how to guide” for developers who are introducing new BMR units to the market Annual Action Plan 2022 47 OMB Control No: 2506-0117 (exp. 06/30/2020) which provides guidance regarding resident selection, monitoring etc. Actions planned to reduce lead-based paint hazards The City will continue to incorporate lead testing and lead safe work practices into all rehabilitation projects it funds. Additionally, the City makes lead-based paint information available on its website, to all the local non-profit agencies, to homeowners and renters. The City also provides loans and grants to homeowners and public facilities to abate lead-based paint hazards. The City is also working with the County to access more funds for lead-based paint rehabilitation projects. Actions planned to reduce the number of poverty -level families The City of South San Francisco has a multi-faceted approach to reducing poverty in the community: First, the City has acquired housing units over the years and converted them into affordable rental units. The City manages the units and rents them at affordable rates to assist low-income families whose incomes do not support market rate housing costs. These efforts help reduce the number of families living in poverty by providing them with affordable housing costs. Additionally, the City has provided some of these units to the County’s Emancipated Foster Youth Program to provide affordable housing for youth who have transitioned out of the foster care system. Additionally, the City’s housing rehabilitation program offers low- and moderate-income homeowners the opportunity to bring their homes to current building and safety standards by providing low interest loans and grants. This improves living conditions in a manner that does not create an economic burden on the family. It is also important to note that non-profit organizations in South San Francisco play an important role in providing affordable housing, food, childcare, clothing, and other emergency services to low income residents. The City partially funds and monitors these organizations through the CDBG Program. Through this multitude of efforts, in collaboration with non-profit agencies, the City is continually working to help reduce the number of families living in poverty. With that said, there are significant challenges to accomplishing this long-term goal. The biggest barrier to the provision of services to lower income families and those at risk of becoming homeless is the lack of adequate state, county, and federal funds for social service activities. For example, CDBG funding for public services is limited to 15% of the City’s entitlement amount and 15% of prior year program income. Since the City does not know how much program income will be received in a given year, and since program income is often received after the Action Plan has been drafted and the budgets have been set, it can be difficult to incorporate program income into services funding. The City continues to strive for efforts that creatively and Annual Action Plan 2022 48 OMB Control No: 2506-0117 (exp. 06/30/2020) efficiently work with these constraints. Actions planned to develop institutional structure City will make the following efforts to improve institutional structure: Continue to assist the homeless and those at risk of becoming homeless by supporting non-profits that offer solutions and services to the homeless and continue working the with the Homeless Outreach Team (HOT) • Continue to work with the other local jurisdiction as part of the CDBG Work Group in order to increase collaboration and make administrative and monitoring processes more standardized, compliant, and efficient • Continue to build and improve relationships with local service providers • Continue to coordinate and participate in the Continuum of Care Actions planned to enhance coordination between public and private housing and social service agencies The City plans to take the following actions to enhance coordination in the implementation of the City's Action Plan: • Continue to collaborate with the County of San Mateo, private housing developers, lenders, and non-profit housing developers in order to create more affordable housing • Continue to participate in the CDBG Work Group and to improve CDBG administrative processes for both subrecipients and City staff • Continue to fund non-profit agencies serving low-income residents • Encourage collaboration and cooperation among local service providers • Continue to participate in the CoC Steering Committee • Continue to participate in the San Mateo County HOME Consortium and to serve on the San Mateo County's Housing & Community Development Committee (HCDC) • Support workforce development partnerships that serve residents and employees in South San Francisco • Continue working with regional economic development groups and promote economic development collaborations • Work with businesses and the Chamber of Commerce on downtown beautification and other projects to improve the downtown • Continue to work with the Homeless Outreach Team; this includes the City’s participation on the Annual Action Plan 2022 49 OMB Control No: 2506-0117 (exp. 06/30/2020) HOT’s Case Manager Group and Oversight Committee Discussion Annual Action Plan 2022 50 OMB Control No: 2506-0117 (exp. 06/30/2020) Program Specific Requirements AP-90 Program Specific Requirements - 91.420, 91.220(l)(1,2,4) Introduction Community Development Block Grant Program (CDBG) Reference 24 CFR 91.220(l)(1) Projects planned with all CDBG funds expected to be available during the year are identified in the Projects Table. The following identifies program income that is available for use that is included in projects to be carried out. 1. The total amount of program income that will have been received before the start of the next program year and that has not yet been reprogrammed 0 2. The amount of proceeds from section 108 loan guarantees that will be used during the year to address the priority needs and specific objectives identified in the grantee's strategic plan. 0 3. The amount of surplus funds from urban renewal settlements 0 4. The amount of any grant funds returned to the line of credit for which the planned use has not been included in a prior statement or plan 0 5. The amount of income from float-funded activities 0 Total Program Income: 0 Other CDBG Requirements 1. The amount of urgent need activities 0 2. The estimated percentage of CDBG funds that will be used for activities that benefit persons of low and moderate income. Overall Benefit - A consecutive period of one, two or three years may be used to determine that a minimum overall benefit of 70% of CDBG funds is used to benefit persons of low and moderate income. Specify the years covered that include this Annual Action Plan. 90.00% Discussion Annual Action Plan 2022 51 OMB Control No: 2506-0117 (exp. 06/30/2020) ATTACHMENTS ATTACHMENT A – Budget ATTACHMENT B – Public Notices ATTACHMENT C – Citizen Participation Comments ATTACHMENT D – Map of Areas of Low and Moderate Income Annual Action Plan 2022 52 OMB Control No: 2506-0117 (exp. 06/30/2020) ATTACHMENT A Attachment 1 Community Development Block Grant Program FUNDS AVAILABLE CDBG FY 20-21 (Estimate) FY 19-20 (Actual) Entitlement Amount 493,573 466,637 Prior Years Uncommitted Funds (Estimated Rollover) 100,000 386,494 Program Income Estimate 30,000 80,245 Total 623,573 933,376 CARES ACT CARES Act Funding* 230,000 Administrative 60,000 HOME ADMIN FUNDS Home Admin Funds 14,845 16,171 Total CDBG and HOME Funds 638,418 1,179,547 *Allocation received from HUD from Coronavirus Aid, Relief, and. Economic Security Act covering FY19-20 and FY20-21 SPENDING LIMITS FOR CDBG FUNDS PUBLIC SERVICES Estimate Actual 15 % of FY 20-21 Entitlement 74,036 69,996 15% of Prior Year Program Income 12,037 20,604 Total Public Service Limit 86,073 90,600 CDBG ADMINISTRATION 20% of FY 20-21 Entitlement 98,715 93,327 Annual Action Plan 2022 53 OMB Control No: 2506-0117 (exp. 06/30/2020) 20% of Estimated Current Year Program Income 6,000 16,049 Total Administration Limit 104,715 109,376 NON-RESTRICTED CDBG FUNDS CAPITAL IMPROVEMENTS/PUBLIC FACILITIES Estimate Actual Capital Improvements Projects 0 300,000 MINOR HOME REPAIR PROGRAMS 107,750 138,250 CITY SPONSORED ACTIVITIES Housing Rehabilitation Program 45,000 45,000 Debris Box Vouchers 2,000 2,000 Emergency Home Repairs 50,000 50,000 Total City Sponsored Activities 97,000 97,000 Total Non-Restricted Funds 454,750 935,250 *Addition Funds from the Care Act Economic Development Activities* 250,000 400,000 ATTACHMENT B Legal Ad- February 5 Annual Action Plan 2022 54 OMB Control No: 2506-0117 (exp. 06/30/2020) Annual Action Plan 2022 55 OMB Control No: 2506-0117 (exp. 06/30/2020) Legal Ad – March 17, 2020 Annual Action Plan 2022 56 OMB Control No: 2506-0117 (exp. 06/30/2020) Facebook Post – March 17, 2020 Annual Action Plan 2022 57 OMB Control No: 2506-0117 (exp. 06/30/2020) Notice published on City of South San Francisco website Annual Action Plan 2022 58 OMB Control No: 2506-0117 (exp. 06/30/2020) Email to Subrecipients Annual Action Plan 2022 59 OMB Control No: 2506-0117 (exp. 06/30/2020) Citizen Participation Comments ATTACHMENT C – February 26, 2020 – Needs Assessment Public Hearing 1. Name: Melissa Lukin Organization: Executive Director of Rebuilding Together Peninsula Comments: We provide free critical repairs for low-income homeowners and we’ve been doing it for more than 30 years. The need is clear. Over 90 percent say they want to age in place and over 80 percent of the fatalities that are caused by falls are folks who are over 85. In addition, over 20 percent of Americans now live in multi-generational families so when we stabilize homes we do it for more than a generation. We anticipate serving 12 homes in South San Francisco over the coming year from zero to 30 percent AMI. For National Rebuilding Day, our one day in April every year, will serve three homes in the City will provide to wheelchair accessibility, dry rot repair and roofs in some cases. 2. Name: Bernie Mellott Organization: Executive Director at Ombudsman Services of San Mateo County Comments: We monitor 464 facilities which equates to 10,000 people. These people are 62 and older. WE take care of the forgotten ones. We make sure they are heard and we empower and educate them. For those who are not able to speak for themselves, we make sure that their medications are taken. One resident on hospice to see how she’s doing and she confided that she was touched inappropriately by a staff member and you can imagine someone is taking your dignity away. We called the Police and the staff member was fired. In South San Francisco, we monitor 36 facilities, which equates to 482 residents. We go into the nursing homes once a week, and sometimes three times a week depending on the severity of what’s going on. The residential care facilities we visit once a month. The residents are our main focus and the adult day centers and the centers physically disabled, we visit once a year. These are your people, your citizens. We want to make sure that they have the dignity that they deserve. Sixty percent have no family or friends; they have us. 3. Name: Karen Betucchi Organization: Operations and Development Director at IEP Collaborative Comments: I know that it means a lot to our CEO Krista Martinelli, our proposal here in South San Francisco. My name is Karen Betucchi and I am the Operations and Development Director at IEPC. I joined in January and as a special needs mom I understand the difficulties and challenges of navigating the IEP process for our students. Founded in January 2019 by four attorneys who also experienced a hard time navigating IEPs for their own children. To date, we’ve served over 50 families in the Peninsula. Our mission is to empower students and families with knowledge so that they can be a part of a Annual Action Plan 2022 60 OMB Control No: 2506-0117 (exp. 06/30/2020) collaborative. We do this in trainings and workshops, legal representation and legislative advocacy. Our proposal for South San Francisco is eight special education rights training. We hope to accommodate 30 individuals or 10-13 households, which will cover 504 Plan and an Individual Education Plan. How to request an evaluation for the entitlement plan and transition age presentations for kids aged 12-22, to learn to become their own advocates, as they transition to middle school, high school, college, and into adulthood. Our programs empower families to collaborate with the school district so that they can be active members of the IEP team. We will be leveraging our partnerships with Families in Action, PTAs to facilitate the workshops in South San Francisco. It is close to 13% of South San Francisco students who have these special needs and we want to be able to reach them. 4. Name: Evelyn Benitez Organization: Project Coordinator at Legal Aid Society of San Mateo County Comments: Our organization seeks to provide free, legal services for low-income residents in San Mateo County in the form of eviction defense. Legal services for tenants are more important than ever because of new changes in California law, specifically statewide tenant protections such as AB 1482 and there is now there are protections against discrimination against income, which includes Section 8 vouchers. These laws have the potential to stabilize communities in South San Francisco, but only if tenants are supported with the understanding of their rights. We currently serve over 100 South San Francisco residents each year. The most common form presented is evictions. The most frequent form of eviction prior to this law was no-fault evictions, where the landlords was only required to provide proper notice and no reason. Fifty person of eviction cases in South San Francisco were no-fault. Since new just cause changes the procedures, we’re closely looking at eviction patterns are taking place in South San Francisco. We’ve seen that since this law has taken effect that the reasons for evictions have been substantial remodeling and owner move-ins. Since it is a reason that is no fault of the tenant, they would be entitled to relocation assistance. One of the main factors that determines the chances that a tenant keeps their home is having an attorney represent them. 5. Name: Timothy Russell Organization: Program Director, Renaissance Entrepreneurship Peninsula Comments: What we have noticed throughout the year, 24 small business from South San Francisco made it up and down the highway to our different locations to help their business or launch their business. Our office is in East Palo Alto, but we also have offices in Redwood City, San Mateo, and Daly City. We realize that residents of South San Francisco are needing support to launch or grow their business. We realize it’s crucial to get that technical assistance. We are funded to work with the underrepresented low-income communities to realize their dreams of entrepreneurship. We’ve seen it happen on an everyday basis. We work with 1500 clients a year, and grow about 500 businesses. We definitely believe that number would grow from 24 to a higher number if we were able to offer classes within South San Francisco like we’ve done in other cities. We want you to consider small businesses and the help that they can get. 6. Name: Lisa Heath Organization: CID Annual Action Plan 2022 61 OMB Control No: 2506-0117 (exp. 06/30/2020) Comments: I am here on behalf of the Housing Accessibility Modification Program (HAM Program). Individuals with disabilities live a more meaningful life. The HAM Program helps with the installation of grab bars, railings, stair lifts, ramps, porch lifts and other modifications for low -income people with disabilities. These modifications improve accessibility and increase safety and let people with disabilities remain at home with greater independence. I cannot stress enough how important it is for those with disabilities how important these modifications are for one’s self-esteem. I have a thank you email I would like to read. This is a 34-year old male South San Francisco resident with cerebral palsy. He thanks us for installing aluminum thresholds, rails and several grab bars. “Lisa, I’m glad your card made it to you and the team. We are so grateful for the work you did to make our home safe for us. David is thriving. He is able to enter and exit the home without struggle. It is a true gift. Four years ago, he was crawling in and out of our apartment because of the accessibility barriers. Thank you for the work you do. It has changed our quality of life.” On behalf of thousands of other low-income residents living with disabilities in South San Francisco who need assistance with home modifications and the CID program, we thank you for your continued support. 7. Name: Amanda LeBlanc Organization: Rape Trauma Services Comments: Thank you for entertaining our proposal. My Executive Director told me that you were the first City to give funds to our Sexual Assault and Trauma Center. Thank you so much and for the long relationship that we have had with you. The housing crisis has impacted sexual assault survivors in devastating ways. Due to people having to live in small, cramped corners, parents with more than one job to make a living wage and counting on landlords or other people in their homes for childcare. What ends up happening is people put up ads, which brings people with children into their home, and perpetrating abuse against them. In South City, we served 50 families and 55 percent of them needed re-housing in order to separate the perpetrator from abuse. This is a housing issue. We have now become housing case managers. We work with all of the non-profits here tonight to never leave a family with a choice of being homeless. 8. Name: Peter Dunn Organization: Habitat for Humanity Comments: Name: We have an application for pre-development funding for the Firehouse Live project at 201 Baden. This Council is aware that we have entered into an Exclusive Negotiating Rights Agreement with the City to redevelop a parking lot for 42 two-three bedroom ownership homes that will target 60%-110% Area Median Income households. We are in the pre-development stages working Annual Action Plan 2022 62 OMB Control No: 2506-0117 (exp. 06/30/2020) to get to a Purchase and Sale Agreement with the City. We submitted an application to the Planning Department and have received promising comments from them. We are appreciative of your support. 9. Name: Madison Priest Organization: United Way of the Bay Area Comments: I am here to advocate today for our 2-1-1 program. 2-1-1 is a free, easy to remember phone number that connects to Health and Human Services resources to their community. It’s available 24 hours a day, 7 days a week in over 150 languages. In South San Francisco, those languages are often Spanish, English, and Cantonese. It is a comprehensive database of information, and we provide a lot of referrals to food services, utility assistance, housing and shelter. In South San Francisco, we gave 37 referrals in 2019 for housing and shelter. We also provide resources for legal services and also provided resources during the power shutdown during the fires. We are available over phone, web, and text services. With funding from South San Francisco, we would increase local outreach to ensure that residents receive services that they need. It would also allow us to collect more robust data. I’d also like to flag that we’d use a Presumed Benefit Group strategy to apply for CDBG funding and we would collect demographics data as well as whether or not they’re calling from a Presumed Benefit Group. 2- 1-1 is an essential service to provide a resource to those who are in need. 10. Name: Laura Fanucchi Organization: HIP Housing Comments: I just have a few updates since we submitted our proposal for our homesharing program. We have a new North County Homesharing Coordinator who is a resident here in South San Francisco, and is very familiar with the North County. I also want to mention that our Self-Sufficiency Program for low-income families with children have recently opened the program to emancipated foster youth who do not have children. These youth, who are in school, HIP Housing will support youth for 1-5 years. We just accepted our first applicant to that program. She was referred by Starvista. She lives here in South San Francisco and her housing scholarship is ending. We accepted her into the Self-Sufficiency program, but we placed her in a homesharing match with a Pacifica senior who had a room for rent. So we’ll be paying for this woman’s housing scholarship for 1-5 years while she attends Skyline College. I also wanted to mention that in 2013, we interviewed a gentleman who lost his job, his housing, and became homeless for two years, and ended up at Safe Harbor shelter. We were able to match him with a Daly City senior who has a 1-bedroom to share and they have now been living together in our program for 7 years. We are happy to offer this program as a long-term housing solution. Our program for this year is to fund eight South San Francisco homeseekers and match them in homesharing, but we actually serv e over 200 South San Francisco residents through in-take calls or application to the program or supporting the homesharing matches. We have 50 homesharing matches in existence here in South San Francisco. We thank you for your support and make one spare room change two lives. 11. Name: Patricia Springer Annual Action Plan 2022 63 OMB Control No: 2506-0117 (exp. 06/30/2020) Organization: CORA Comments: You have been very supportive of us. I want to advocate for our Emergency Safe House Shelter. One, we continue to be the only agency in San Mateo County that does this kind of work, specifically experiencing intimate partner violence. The second, across the board, we are the only agency who will work with men who experience intimate partner violence. In addition to CORA, I also work with a Navigation Center in San Francisco. When I have men who have left their home due to violence with their partners, CORA is one of the only places that I can refer them to. Lastly, I want to mention our staff, to make sure that everyone is trauma-informed, no staff member is going to be asked to join CORA without a minimum of three interviews and this is because we want to ensure that we are providing the highest quality of care. 12. Name: Christina Figueroa-Cortez Organization: Project Sentinel Comments: I am the Fair Housing Director for Project Sentinel. Our Fair Housing Center has been around for 40 years. We offer counseling, investigations, and advocacy on the fair housing laws, and to everyone we offer information, education, on housing discrimination. This can range from a parent who received a warning notice from their landlord from playing outside at their rental apartment, an immigrant who was refused an application because they lacked a social security number, or a disabled senior who requested grab bars for their shower or some sort of accessibility feature and was refused them. Last year, we served 418 people throughout the County, 114 of those were South San Francisco residents. We thank you for your continued support and I am happy to answer any questions you may have. 13. Name: Jose Mares Organization: Safe Harbor Shelter Comments: On behalf of Samaritan House, I would like to thank you all for your previous support of our Safe Harbor Shelter. Safe Harbor serves 90 individuals on a daily basis, providing housing services to those who are not only homeless but may come with mental or physical health disorders, substance abuse, or addiction. We serve the most fragile population, 55-61 years old, is the largest consumer of our services at this time. There are many who have not been placed into a shelter due to being at capacity. Since July 1 of 2019, Safe Harbor has been able to provide 249 individuals a place to take a breath, rest themselves, and ground themselves. As we often mentioned, when we often homelessness, this is something we do not even think about in calling the streets your home. Our residents often have multiple barriers to self-sufficiency such as fixed-incomes due to age, disability, poor general health, and low educational levels. The rising costs of area rents and increasing lack of affordable housing have severely affected our clients to achieve permanent housing placements. While we have successfully been able to place clients in non-traditional housing options, like HIP Housing’s homesharing program, which has successfully helped clients gain housing vouchers through the County. There is fear Countywide of landlords not accepting these vouchers, which limits the availability for our clients. Our program would be deeply affected by any loss in any CDBG funds that are an integral part of Safe Harbor’s budget. Without these funds we cannot ensure the same level of Annual Action Plan 2022 64 OMB Control No: 2506-0117 (exp. 06/30/2020) care for all of the County’s homeless seeking our help. With your continued support, we are on our way to adding an additional 15 beds at Safe Harbor. This project is expected to be completed by the end of this year. This is not a complete solution in South San Francisco, but there are 15 South San Francisco natives who have been identified at our shelter. 14. Name: Alyssa Canfield Organization: StarVista Comments: I am the Program Manager of StarVista’ s Transitional Youth Program. Transitional youth services provide case management and housing assistance to former foster youth, ages 18 to 24. I would like to share a success story of one of our youth who lived in South San Francisco who moved out of state to explore other housing options. He soon realized that he was far from his support and his team and his mental health slowly declined. After connecting with Starvista, the former resident said that upon his return that he was living out of his car at a nearby park. With a single bed space at our triplex located in South San Francisco, we were able to move him in before the holidays. He is now connected to mental health services and highly needed support. We would’ve loved to have a resident here today. We are currently undergoing a massive renovation at our triplex unit. Today was our relocation day, and we are happy to say that everyone is comfortable at their new residency. Thank you for your continued support. 15. Name: William Gomez Organization: LifeMoves Comments: I am here on behalf of LifeMoves who is a provider of shelter and services to San Mateo and Santa Clara County. I currently serve as the Program Director for Family Crossroads Shelter, an interim family shelter, which is located at the Top of the Hill located in Daly City. The funds requested is to support 15 families that reside in our shelter for intensive case management and supportive services to households. This includes mental health, substance abuse, and services for the children. Last year alone, we served 54 households, 12 of which were former residents of South San Francisco. Thank you for your previous support. 16. Name: Ortensia Lopez Organization: El Concilio of San Mateo County Comments: I would like to thank you for your support for the Minor Home Repair Program, which is a program we use to leverage energy savings program and address the issue of health and energy efficiency. There is evidence of the correlation between the indoor air quality of a house and the health of that family. With this program, we are able to leverage homes and help them address issues particularly around respiratory diseases, which affects a lot of children. We enable low-income families to be able to address these issues. When we talk about the housing crisis and livable wage, California is the most impoverished state in the country. To add, we are in the most costly county to live in, with a median income of $137,000. The families we work with are not even close to that, so Annual Action Plan 2022 65 OMB Control No: 2506-0117 (exp. 06/30/2020) this helps maintain their home. It addresses that and it addresses the issue of climate change as it reduces emissions as it relates to energy use. An example, a couple, the lady is disabled, and they can barely make their mortgage, monthly utilities and their daily expenses. We were able to help them out with new doors, fence repair, new faucets, lighting, painting, and we leveraged funds with the energy program. The family said that is the only way I can stay in my house. I thank you for your support. 17. Name: Karen Wilmer Organization: Friends for Youth Comments: We are a mentoring organization. We provide adult mentors to at-risk youth. When the 2019 Community Health Assessment Report cites as behavioral health as one of the top priorities throughout our city, you know things are pretty tough. It starts with the kids. Kids today are struggling massively. There are reports citing high levels of depression and stress. We’re in a County where $117,000 is considered low-income for a family of four. Area median incomes are usually $45,000 and below. Parents are struggling; most of them are single families without dads for the most part. Kids are middle school primarily, and some high school, but are in need of adult support. Through no fault of their own, there is no adult that they can talk to. Thirty to forty percent of kids say that they haven’t had an adult to speak to about things going on in their life. Our mentors are volunteers, they are from throughout the community. They meet with the kids once a week. It’s a one-year commitment, a big commitment. It’s a school-based program focused on small groups of kids. We started with one school four years ago. We are now in six schools, and hope to be in more, including South San Francisco. We do serve about 20 kids in South San Francisco communities and we would love to double that. Thank you for your consideration. April 22, 2020 – Action Plan Public Hearing 1. Public Comment submitted by Laura Fanucchi: Dear Mayor Garbarino, Vice Mayor Addiego, Members of the City Council, and City Staff On behalf of HIP Housing, I would like to thank you for the funding recommendation through the Housing Trust Fund to support activities for the Home Sharing Program. We currently have over 50 South San Francisco residents sharing housing together through the Home Sharing program. During the Shelter in Place, our staff have been following up with everyone to check in to determine needs, and provide resources. We're hearing first hand stories about how they have been financially affected due the Shelter in Place order. Some have lost their jobs or had work hours reduced. Some are doing ok financially and are supporting their housemate as best they can during this difficult Annual Action Plan 2022 66 OMB Control No: 2506-0117 (exp. 06/30/2020) time. We've created an Emergency Relief fund through donors and foundations to help support the needs of the matched home sharing clients as well as for our Self Sufficiency clients, and property tenants. One of our South San Francisco Home Providers recently made a contribution to the fund. Truly amazing! Since the Sheltering in Place order, the Home sharing team has been responding to Intake calls and email requests for information about the Home Sharing Program. The need for housing support doesn't stop. Staff have been maintaining contact with all of our current clients who are offering a room to rent and persons who are seeking housing. We are encouraging clients to meet each other via video conferencing and offering support to assist them in the process. We've adjusted to interviewing new clients and completing Living Together Agreements via video conferencing. Informational resources on funding support, strategies to keep the home clean, and communication techniques while home sharing, have been developed by staff and shared with clients. One Spare Room can make a big difference in our community and we thank you for your partnership in helping us create affordable housing solutions for our SSF residents. 2. Submitted by Melissa Lukin, Executive Director Rebuilding Together Peninsula Virtual Presentation to SSF City Council Rebuilding Together Peninsula (RTP) has repaired homes, revitalized communities and rebuilt homes since 1989. With support from CDBG Minor Home Repair Funds, we are serving 3 SSF homes through our volunteer-based National Rebuilding Day repair program and 11 SSF homes through our year-round Safe at Home repair program. Most of the homeowners served through our repair programs have lived in their homes and communities for decades, yet lack the physical and financial resources to take on the critical health and safety repairs their homes need. All of the homeowners being served in SSF this year qualify as low-income, in fact all but one qualified as “Very Low” or “Extremely Low Income”. Homeowner Story Mr. B has lived in his home on Linden Ave near downtown SSF since 1968. He lived with his Mother there until she passed away a few years ago--her memory still brings tears to his eyes. The needed repairs exceed what our Safe at Home program could address , so Mr. B patiently waited months to see if he would qualify under our National Rebuilding Day program where we leverage many hours of volunteer labor and support for the project. Even with two roommates to help him cover basic expenses, the entire household qualifies as Very Low Income (31-50% AMI) and they lack the skills and resources to do major repairs on their own. Among the repairs needed are a roof repair, exterior painting, replacing outlets with proper GFCIs throughout the home, replacing the front door, and adding handrails at the front stairs for safe access. Volunteer employees from Genentech are looking forward to assisting RTP staff to complete these repairs for Mr. B. Annual Action Plan 2022 67 OMB Control No: 2506-0117 (exp. 06/30/2020) COVID-19 Update Like most of the world, our organization has been transformed by COVID-19. By the time the first Shelter in Place order went into effect on March 17, we had fortunately already selected our projects and begun planning. As we closed our office down and staff shifted to remote work, we contacted our volunteers and clients to update them on the situation and notify them that National Rebuilding Day --held annually for 30 years in April--was postponed. We identified what critical and essential repairs they needed to safely shelter in place and referred them to other services (local core service agencies, food and nutrition programs, senior services, fall prevention programs, etc.) as needed. Since the Order went into effect, we have continued to provide critical allowable repairs for very grateful homeowners. Once the Order is lifted, we plan to begin again to address the variety of other repair needs for our clients and start leveraging volunteer support again to increase our capacity to complete them. We appreciate any opportunity to work with the City to extend the time in which we can expend our NRD funds so that we can complete the full range of repairs needed, and when we can actually leverage additional volunteer labor and support we need to complete these projects. Collaboration & Referral There is no more intimate setting to work in than someone’s home, and we recognize the importance of using the opportunity to serve our client’s full range of needs through our partnerships and collaboration with local nonprofits and services throughout our service area. We realize that no funding source is guaranteed and that CDBG funding remains vulnerable to funding cuts at the federal level. As a result, RTP seeks alternate sources of funding on an ongoing basis, including corporate and community sponsorships, grants from public and private foundations, special events, and local healthcare districts and hospitals to name a few. Should our CDBG funding be reduced, it may mean a reduction in the number of projects we can take on in particular communitie s, but we are committed to ensuring that we will continue to provide the critical repairs that our low - income homeowners need. On behalf of homeowners in SSF, thank you again for your support. 3. Public Comment respectfully submitted to the Honorable City Council of the City of South San Francisco on their April 22, 2020 Regular Meeting Submitted by Krista Martinelli. Honorable Mayor Garbarino, Honorable Vice Mayor Addiego and Honorable Council -members Matsumoto, Nicolas and Nagales, I am humbled to submit this comment on behalf of IEP Collaborative, Inc. to thank you for the recommendation to fund our Organization’s Special Education Rights Trainings for low income families here in our beloved and resilient South San Francisco. As you know, schools, students and families are currently in the throes of distance learning protocols. While this is challenging for all students, it is especially so for students of different abilities. While schools have been hard at work navigating towards remote implementation of individualized education plans (IEPs) and Section 504 Plans, students and families have been working to participate and access their respective special education and related services Annual Action Plan 2022 68 OMB Control No: 2506-0117 (exp. 06/30/2020) programming. At the same time, the loss of daily on-site connection with the school community has contributed to feelings of isolation, which are particularly prevalent in the case of students with Autism, social emotional and/or language, and cognitive challenges. The anxiety and stress this causes in households trying to cope with these concerns is debilitating in many cases. Training families on the importance of dialogue and continued connection with school-based services, is vital to keeping our most vulnerable students grounded in these unprecedented times. Now more than ever, parent and student knowledge of the accommodations and/or supports and services included in an IEP or 504 Plan is essential to ensuring that special education and related services are appropriately accessed outside the traditional school setting. During and throughout applicability of current Shelter in Place (SIP) Orders, our Organization is providing student and family training services via webinar format accessible by electronic device or telephone. The program we have proposed for South San Francisco, which is scheduled to begin delivery in Fall 2020 would continue according to this format until SIP Orders are lifted. Upon lifting of the Orders, we intend to move forward with our presentations in appropriately socially distanced settings but will ensure that all in-person programs are simultaneously streamed and accessible by webinar and telephone. I, and our Organization, are thankful for this partnership through which we hope to contribute to the resiliency of this community, which I hold so dear. We look forward to empowering students and families to work collaboratively with our dedicated and hard-working school district to access essential special education and related services throughout the duration of current circumstances and upon our community’s transition to its new and re -imagined normal. Thank you for considering these comments and for valuing the contributions we hope to make to our community. FOOD | SHELTER | CLOTHING | HEALTHCARE 4. Submitted by Tiffany Hayes, Samaritan House thanks the City of South San Francisco for your FY2020 funding recommendation in support of Samaritan House and Safe Harbor Shelter. We greatly appreciate how your past assistance has helped us to address the needs of those living in South San Francisco. For over 45 years, Samaritan House has been leading the fight against poverty in San Mateo County for by providing the full breadth of essential services and personalized support to the working poor. By ensuring our clients are fed, clothed, healthy and housed, we help them create their own stability and remain an active, successful part of our community. We believe an enduring community is only possible when every person has the resources they need to live. Samaritan House provides the most basic core services to those in need including hot meals and groceries from our Kitchen, Dining Hall, mobile meals and Family Harvest programs. Our Client Services Department provides financial assistance and case management for every demographic imaginable. We operate two free medical clinics offering primary care and prevention services for the uninsured. In addition, Safe Harbor Shelter provides emergency shelter and transitional housing services to homeless single adults. In response to COVID-19, we have modified our programs and services to meet public health guidelines to ensure the health and safety of our clients, staff and volunteers. Safe Harbor serves 90 individuals on a daily basis, providing both emergency shelter and transitional housing services to individuals 18 years and older who are not only homeless, but may come with Annual Action Plan 2022 69 OMB Control No: 2506-0117 (exp. 06/30/2020) mental and physical health disorders as well as substance abuse addiction. During inclement weather, we make cots available so no one is left to endure harsh outdoor conditions. We also have medical beds available to a major healthcare system so that those newly released from the hospital are not returned to the streets. Clients receive nutritious FOOD | SHELTER | CLOTHING | HEALTHCARE meals, on-site case management, transportation vouchers, and referrals, which helps them to get back on their feet and on the path to stability. In 2019, there were over 1,512 homeless individuals in San Mateo County. Safe Harbor was able to provide 336 of those individuals with over 31,865 nights of safe, warm sleep. From July 1, 2018 through June 30, 2019, over 100 persons who identified themselves as residents of South San Francisco were served at Safe Harbor Shelter. These South San Francisco individuals received nutritious meals, a place to sleep, and supportive services so they could make informed choices about the future. This meant working 1-on-1 with shelter case managers to create case plans that would put them on the path to permanent housing and stability. Safe Harbor staff help to make the difference by supporting residents as they rebuild their lives whether it is helping them with finding a job, getting into counseling, or paying their rent on a new home. We do not yet know the full extent of the impact of the COVID-19 pandemic. This will be a long road, but as a community, we are strong, adaptable and resilient. Samaritan House remains committed to leading the fight against poverty in our community and serving as a centralized resource for clients and partners alike. We recognize that the work we do is not possible without the support of community partners like the City of South San Francisco. Thank you again for your ongoing support of Samaritan House. We look forward to partnering with you to meet the needs of City of South San Francisco residents for many years to come. Annual Action Plan 2022 70 OMB Control No: 2506-0117 (exp. 06/30/2020) ATTACHMENT D Annual Action Plan 2022 71 OMB Control No: 2506-0117 (exp. 06/30/2020) Grantee SF-424's and Certification(s) Attachment 2 Community Development Block Grant and City Housing Fund Programs Organization Program FY 21-22 Amount Requested FY 21-22 Client Goal FY20-21 Amount Received Mid-Year % Served 1 CORA CORA Emergency Shelter Program 10,200$ 4 10,200$ 17% 2 Ombudsman Services of San Mateo County, Inc. Advocacy services to elderly and developmentally disabled 20,000$ 776 20,000$ 31% 3 Rape Trauma Services Center Sexual Assault Services 15,000$ 80 15,000$ 42% 4 Samaritan House Safe Harbor 16,000$ 92 16,000$ 71% 5 StarVista Transitional Housing 11,000$ 23 11,000$ 82% 6 Friends for Youth Mentoring for youth 5,000$ 20 5,000$ 55% 7 IEP Collaborative Advocacy training for low-income and youth with disabilities -$ 0 5,053$ 0% 8 CDBG Subtotal 77,200$ 995 82,253$ 9 CID Housing Accessibility Modification 10,000$ 7 10,000$ 60% 10 El Concilio of San Mateo County Peninsula Minor Home Repair 27,000$ 7 27,000$ 0% 11 Rebuilding Together Peninsula National Rebuilding Day 15,750$ 3 15,750$ 0% 12 Rebuilding Together Peninsula Safe at Home 55,000$ 12 55,000$ 50% 13 Subtotal 107,750$ 29 107,750$ 14 CDBG Total 184,950$ 1024 190,003$ 15 Project Sentinel Fair Housing 16,171$ 77 15%15% 16 HIP Housing Home Sharing Program 12,000$ 8 12,000$ 100% 17 Legal Aid Society of San Mateo County Homesavers 12,300$ 190 12,300$ 18% 18 Life Moves Shelter Operations CDBG 25,000$ 191 25,000$ 59% 19 United Way of the Bay Area 211 Referral Service 7,800$ 260 7,800$ 618% 20 Subtotal 57,100$ 649 57,100$ CITY HOUSING FUND GRANTS FY 21-22 Grant Allocation Requests CDBG PUBLIC SERVICE GRANTS CDBG MINOR HOME REPAIR PROGRAMS *Note that Rebuilding Together's National Rebuilding Day is a one day event held the last weekend in April. Therefore, Rebuilding Together doesn't report clients served until Quarter 4 HOME FUNDS: FAIR HOUSING ACTIVITIES City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-264 Agenda Date:4/28/2021 Version:1 Item #:15. Report regarding approval of the program design and eligibility criteria for South San Francisco’s Accessory Dwelling Unit (ADU) Program in partnership with Hello Housing.(Gaspare Annibale, Associate Planner) RECOMMENDATION Staff recommends that the City Council approve by motion the program design and eligibility criteria for South San Francisco’s Accessory Dwelling Unit (ADU) Program in partnership with Hello Housing. BACKGROUND Genentech Contribution to ADU Housing Production On December 1,2020,City Council adopted Ordinance 1615-2020,approving a Development Agreement (DA) for the Genentech Master Plan.The DA commits Genentech to pre-pay a portion of the Commercial Linkage Fees it will eventually owe as it pulls building permits for development allowed under the DA.Within this prepayment is a $1 million set-aside for an Accessory Dwelling Unit (ADU)Program,which will be paid approximately one year after approval of the DA,in December 2021.Genentech’s pre-payment for this program designates Hello Housing as the program administrator. On January 27,2021,City Council adopted a Resolution approving a professional services agreement in the amount of $1 million with Hello Housing to administer the ADU Program,and approved budget amendment 21.038 appropriating $504,650 in the City of South San Francisco’s Commercial Linkage Fee Fund for the first year of Program Implementation.This report presents the program design and eligibility criteria that will be used to select qualified applicants to participate in the first year of program implementation. Partnership with Hello Housing Hello Housing is a non-profit organization that specializes in innovative Bay Area affordable housing solutions by simplifying multi-stakeholder projects.One of the program areas Hello Housing focuses on is pioneering new public-private approaches to cost-effectively create new affordable units within the fabric of existing neighborhoods.The organization works in close partnership with government partners to help make and maintain housing investments that break cycles of poverty and benefit communities for generations to come. Specifically,Hello Housing sees opportunity with the construction of ADUs (second units)as a means to create: ·Sustainable, naturally-occurring affordable housing in hard-to develop communities; ·A stabilization tool in gentrifying neighborhoods; ·An asset-building strategy for low and moderate-income homeowners; and ·A source for local jobs and growth of small businesses engaged in building ADUs. HEART Pre-Approved ADU Design Program The Housing Endowment and Regional Trust of San Mateo County (HEART)has prepared plan sets for the development of green ADUs for interested residents.The goal of this program is to increase affordable housing and make it easier and less expensive for homeowners to plan,design,permit,and ultimately build an ADU on their property.The plans provide for different sizes and design types,with each offering on-grade deck space. City of South San Francisco Printed on 4/29/2021Page 1 of 4 powered by Legistar™ File #:21-264 Agenda Date:4/28/2021 Version:1 Item #:15. their property.The plans provide for different sizes and design types,with each offering on-grade deck space. These designs will be available to the public for free,thus saving homeowners time and money on preparing plans and construction drawings.Homeowners can then reinvest a part of their savings in energy-saving features,space-saving amenities,and green building materials.HEART’s goal is to enable homeowners who would otherwise find the traditional ADU design and permitting process to be too expensive and time consuming to follow through with the construction of ADUs. The size of ADUs include a 400 square foot studio,575 and 745 square foot 1-bedroom unit,and an 800 square foot 2-bedroom unit.Two design types are being provided for each size of ADU.Relevant excerpts of the draft plans are included as Attachment 1, as reference. As a companion to the Hello Housing program,these pre-approved designs may reduce project management and permitting costs for any Hello Housing program participants.Staff anticipates having these designs available on the City’s Planning Division website as well as available on the HEART website once finalized. DISCUSSION OF PROPOSED HELLO HOUSING PROGRAM Hello Housing has developed an ADU Program and eligibility criteria for South San Francisco,the goal of which is to induce homeowners to add ADUs to their properties,thereby increasing the supply of housing units affordable to low and moderate-income households.The Program will be administered by Hello Housing and will incentivize up to 36 housing starts within 24 months for a total program cost of $1 million. Under the Scope of Work, Hello Housing will: ·Market the Program to attract potentially eligible property owners to apply, as described below; ·Select qualified participants through an application and lottery process; ·Provide project management services to guide participating property owners through the ADU and/or Junior ADU (JADU)development process,producing a total estimated 36 new units of housing throughout the City; ·Identify,track,and document property owner participation milestones,identify building and planning department efficiencies and explore new or unique resources that might influence the next funding cycle for consideration by the City; and, ·Develop recommendations for increasing and streamlining ADU/JADU unit production to create a sustainable, long-term, city-wide strategy for supporting ADU/JADU developments. Program Goals The Program has the following goals to increase the supply of affordable housing units to low and moderate- income households: ·Leverage the private resources of property owners (land and borrowing power)to create more naturally affordable housing within the existing fabric of neighborhoods; ·Produce more housing in the form of naturally affordable ADUs; ·Establish ADUs and/or JADUs within the City as a strategy to mitigate displacement pressures,support aging in place and multi-generational living; ·Increase availability of rental housing in high opportunity neighborhoods and/or asset-building for low- and moderate-income households to stabilize homeownership; ·Promote training, compliance and best practices for new landlords who are renting their ADUs; and ·Ensure that the applicant pool is diverse and that as many homeowners as possible learn about the program and know how to access it. City of South San Francisco Printed on 4/29/2021Page 2 of 4 powered by Legistar™ File #:21-264 Agenda Date:4/28/2021 Version:1 Item #:15. Proposed Community Outreach Hello Housing’s community outreach will focus on equity,especially reaching those households least likely to otherwise hear about or apply for such housing programs. Equity-focused outreach strategies include: ·Language access for LEP (limited English proficiency) homeowners; ·Partnering with nonprofit/civic groups and faith-based organizations that have close ties to the community; and ·Utilization of inclusive outreach channels to attract a diverse applicant pool. Demographic data collected at the pre-application phase ensures that the City understands which households are being reached and served,and most importantly,which households are not,to allow time to correct.Hello Housing will work with staff to develop and implement a City-wide Marketing Plan that describes outreach activities to reach potentially eligible homeowners and small “mom & pop” landlords. Participation Criteria and Program Guidelines In order to be eligible to participate in the Program, homeowners will have to demonstrate the following: ·Participant has a residentially zoned lot with single-family home can accommodate an ADU and/or JADU; ·Participant occupies the primary unit where the ADU and/or JADU is being developed; ·Participant does not own more than one single-family residential unit that is rented; ·Participant has ready access to sufficient construction capital to complete the new ADU and/or JADU unit; and ·Participant commits to fair housing/landlord training and program evaluation activities. The Program has been designed around the following guidelines: ·Pricing and Affordability:There are no proposed rent or income qualification requirements. Accessory Dwelling Units generally rent for less compared with individual apartments or condominiums.In reviewing rental data available for studio,one-bedroom and two-bedroom units throughout the City,average market rents for these sized units were comparable to affordable rent levels established by San Mateo at 80%of Area Median Income (AMI).The chart below represents the variance in rent between the 2020 Affordable Rent Limits as published by HCD/San Mateo County at 80% AMI, compared with the average monthly market rents by unit size: HCD Affordable Rent Limits for SMC *California HCD 2020 Rent Limits for San Mateo County Average Market Rent SSF 2020 *Zumper.com-2 yr. Average rent levels 2019-2020 Unit Size AMI Level Max Rent Average Rent Variance to SMC Limit Studio 80%$2,436 $2,093 $343 1-Bedroom 80%$2,610 $2,527 $93 2-Bedroom 80%$3,132 $3,327 ($195) Most homeowners will need to borrow funds to build their second unit.In order for the cost of construction to pencil out for these homeowners,they must be able to recoup costs through rental City of South San Francisco Printed on 4/29/2021Page 3 of 4 powered by Legistar™ File #:21-264 Agenda Date:4/28/2021 Version:1 Item #:15. construction to pencil out for these homeowners,they must be able to recoup costs through rental income,which must be projected to be high enough to support their debt service.While the program’s free technical assistance and project management support is a significant benefit to the property owner, it would be outweighed by rental restrictions that limit an owner’s access to construction financing . ·Tenant selection:Tenants may be friends,family members or community members.Allowing flexibility to the owner on tenant selection creates the opportunity to support multi-generational living needs,minimizes over-crowed living arrangements and allows the use of the ADU/JADU to change as the housing needs of the owner changes over time.The Program will require that an initial lease agreement be in place to establish that the unit will be utilized for housing purposes. ·Owners may choose which unit to rent:The Program will permit owners to move into the new ADU and rent out the primary dwelling,if desired.It is common for older homeowners to build a new,often more accessible ADU to move into so that the main home can be rented out.This allows a homeowner to offer their underutilized larger home for rent,given the short supply of rental housing stock with three or more bedrooms in San Mateo County. ·Deed Restrictions:Any constructed ADU under the program may not be a short-term vacation rental. The property owner will be required to record a deed restriction with the County Recorder’s office, which shall include the pertinent restrictions and limitations of an ADU and/or JADU,including but not limited to, no short-term rentals of less than 30 days for ADUs and JADUs. FISCAL IMPACT There is no new fiscal impact associated with approving the program guidelines and eligibility criteria. The total cost of implementing the ADU Program is $1 million over two years.The City Council adopted a Resolution on January 27,2021 authorizing the City to enter into a $1 million contract with Hello Housing and appropriate funding for the first year of program implementation.Specifically,budget amendment 21.038 appropriated $504,650 from the City’s Commercial Linkage Fee Fund (Fund 823).Once the City receives Genentech’s pre-payment of $1 million for this program in December 2021,the funds will be deposited into Fund 823.The first $504,650 of Genentech’s pre-payment will reimburse the City for the funds it advanced for the first year of program implementation;these funds will then be useable for any allowable affordable housing purpose as defined in Municipal Code Chapter 8.69,Affordable Housing Commercial Linkage Fees.The remaining $495,350 will be earmarked for year two of the Program. CONCLUSION Staff recommends that the City Council approve by motion the program design and eligibility criteria described in this report for South San Francisco’s Accessory Dwelling Unit (ADU)Program in partnership with Hello Housing.The program will provide essential project management services to assist homeowners with the ADU development process,thereby helping to increase the supply of housing units affordable to low and moderate- income households within the City. Attachments 1.HEART ADU Combined Floor Plans and Elevations 2.Presentation by Hello Housing City of South San Francisco Printed on 4/29/2021Page 4 of 4 powered by Legistar™ ABV.ABOVEA/CAIR CONDITIONINGACOUSTACOUSTICALACTACOUSTICAL TILEA.D.AREA DRAINADAAMERICANS WITH DISABILITIES ACTADDL.ADDITIONALADJ.ADJUSTABLEA.F.F.ABOVE FINISHED FLOORAIAAMERICAN INSTITUTE OF ARCHITECTSALUM.ALUMINUMALT.ALTERNATEANOD.ANODIZEDAPPROX.APPROXIMATEARCH.ARCHITECTURALASSM.ASSEMBLYBD.BOARDB/TBETWEENBEV.BEVELBLDG.BUILDINGBLK.BLOCKBLKG.BLOCKINGBM.BEAMBOT.BOTTOMBRKT.BRACKETB.U.R.BUILT-UP ROOFB.W.BOTTOM OF WALLCAB.CABINETCB.CIRCUIT BREAKERC.B.CATCH BASINCBCCALIFORNIA BUILDING CODECEM.CEMENTCER.CERAMICC.I.CAST IRONCJCONTROL JOINTC.L.CENTERLINECLG.CEILINGCLKG.CAULKINGCLO.CLOSETCLR.CLEARCOCLEANOUTCOL.COLUMNCOMBCOMBINATIONCONCCONCRETECONNCONNECTIONCONSTRCONSTRUCTIONCONTCONTINUOUSCONTRCONTRACTORCORRCORRIDOR,CSCOUNTERSINKCTCERAMIC TILECTSKCOUNTERSUNKCWCOLD WATERD.DRAINDBL.DOUBLEDEMO.DEMOLISHDEPT.DEPARTMENTDET.DETAIL(S)D.F.DOUGLAS FIRDIADIAMETERDIAGDIAGONALDIMDIMENSIONDISPDISPENSERDNDOWND.O.DOOR OPENINGDRDOORDSDOWNSPOUTDWGDRAWINGDWRDRAWER(E)EXISTINGE.EASTEA.EACHE.B.EXPANSION BOLTE.J.EXPANSION JOINTEL.ELEVATIONELEC.ELECTRICALEMER.EMERGENCYENCLENCLOSUREE.P.ELECTRICAL PANELBOARDEQEQUALEQUIP.EQUIPMENTEXH.EXHAUSTEXPO.EXPOSEDEXST.EXISTINGEXT.EXTERIORF.A.FIRE ALARMFAB.FABRICATEFARFLOOR AREA RATIOF.B.FLAT BARF.D.FLOOR DRAINFDN.FOUNDATIONF.E.FIRE EXTINGUISHERF.E.C.FIRE EXTINGUISHER CABINETF.F.FINISHED FLOORF.G.FIXED GLAZINGF.H.C.FIRE HOSE CABINETFIN.FINISHFIN.GR.FINISH GRADEFIXT.FIXTUREFL.FLOOR(ING)FLASH.FLASHINGFLUOR.FLUORESCENTF.O.CFACE OF CONCRETEF.O.FFACE OF FINISHF.O.SFACE OF STUDSF.O.T.FACE OF TREADSFT.FOOT, FEETFTG.FOOTINGFURR.FURRINGFUT.FUTUREG.GASGA.GAUGEGALV.GALVANIZEDG.B.GRAB BARGCGENERAL CONTRACTORG.D.GUTTER DRAING.I.GALVANIZED IRON (STEEL)GL.GLASSGLB.GLUE-LAM BEAMGND.GROUNDGR.GRADEGSM.GALVANIZED SHEET METALGYP.GYPSUMGWB.GYPSUM WALL BOARDHHOSE, HIGHH.B.HOSE BIBH.C.HOLLOW COREHD.HEADHDR.HEADERHDWD.HARDWOODHDWE.HARDWAREH.M.HOLLOW METALHNDRL.HANDRAILHORIZ.HORIZONTALHR.HOURHTHEIGHTHVACHEATING, VENTILATING & A/CHWHOT WATERI.D.INSIDE DIAMETER (DIMENSION)I.F.INSIDE FACEININCHINFOINFORMATIONINSULINSULATIONINT.INTERIORJ.JOISTJH.JOIST HANGERJT.JOINTKIT.KITCHENK.O.KNOCKOUTKPL.KICKPLATELAD.LADDERLAM.LAMINATELAV.LAVATORYLKR.LOCKERLT.LIGHTLTG.LIGHTINGMATL.MATERIALMAX.MAXIMUMM.B.MACHINE BOLTM.C.MEDICINE CABINETMECH.MECHANICALMEMB.MEMBRANEMEZZ.MEZZANINEMFR.MANUFACTURERMIN.MINIMUMMIR.MIRRORMIR.S.MIRROR & SHELFMISC.MISCELLANEOUSMTD.MOUNTEDMTL.METALMULMULLION(N)NEWN.NORTHN.I.C.NOT IN CONTRACTNO. / #NUMBERNOM.NOMINALNTSNOT TO SCALEO/OVER / ONO.C.ON CENTERO.D.OUTSIDE DIAMETER (DIMENSION)O.L.F.OCCUPANT LOAD FACTOROPNGOPENINGOPP.OPPOSITEOHOPPOSITE HANDOVHD.OVERHEADP. LAM.PLASTIC LAMINATEPAR.PARALLELP.D.PERFORATED DRAINPERF.PERFORATEDP.G.PAINT GRADEP.H.PHILLIP’S HEADPL.PLATEPLUMB.PLUMBINGPLYWD.PLYWOODPNTD.PAINTEDPR.PAIRPREFAB.PREFABRICATEDPSIPOUNDS PER SQUARE INCHPT.POINTP.T.D.PAPER TOWEL DISPENSERPTN.PARTITIONPTRPAPER TOWEL RECEPTACLEPVCPOLYVINYL CHLORIDEPVMT.PAVEMENTQTY.QUANTITYR.RISERR.A.RETURN AIRRAD.RADIUSR.B.RESILIENT BASER.C.ROUGH CONCRETERCPREFLECTED CEILING PLANREBARREINFORCING BARREC.RECESSEDREF.REFERENCEREINF.REINFORCEDREQD.REQUIREDREV.REVISIONRGTR.REGISTERRMROOMRND.ROUNDR.O.ROUGH OPENINGR.O.W.RIGHT OF WAYR.W.L.RAIN WATER LEADERS.SOUTHSAN.SANITARYSASMSELF-ADHERING SHEET MEMB.S.C.SOLID CORESCHED.SCHEDULESECTSECTIONSEL.SELECTSFSQUARE FOOTS.G.STAIN GRADESHT.SHEETSHTHG.SHEATHINGSIM.SIMILARSL.SLIDINGSLNT.SEALANTS.M.S.SHEET METAL SCREWSPEC.SPECIFICATION(S)SQ.SQUARESSDSEE STRUCTURAL DRAWINGSSST.STAINLESS STEELS.SK.SERVICE SINKSTA.STATIONSTCSOUND TRANSMISSION CLASSSTD.STANDARDSTLSTEELSTORSTORAGESTRL.STRUCTURALSUSP.SUSPENDED, SUSPENDT&BTOP AND BOTTOMT>ONGUE & GROOVET.B.TOWEL BART.C.TOP OF CURBT.D.TIE DOWNTEL.TELEPHONETEMP.TEMPORARY, TEMPEREDTHK.THICKTHRES.THRESHOLDT.O.P.TOP OF PLATET.O.S.TOP OF SLABT.O.W.TOP OF WALLTPDTOILET PAPER DISPENSERTRNSF.TRANSFORMERTRD.TREADTYP.TYPICALU.B.C.UNIFORM BUILDING CODEULUNDERWRITERS' LABORATORIESU.O.N.UNLESS OTHERWISE NOTEDUTIL.UTILITYV.C.T.VINYL COMPOSITION TILEVENT.VENTILATIONVERT.VERTICALV.I.F.VERIFY IN THE FIELDW.WEST, WIDEW/WITHW/OWITHOUTW.C.WATER CLOSETWD.WOODWDW.WINDOWW.H.WATER HEATERW.M.WATER METERWP.WATERPROOFW.PT.WORKING POINTW.R.B.WATER RESISTANT BARRIERWSCT.WAINSCOTWT.WEIGHTWTR.WATER&ANDLANGLE@AT#POUND OR NUMBERdPENNYTHESE STANDARD PLANS WERE PREPARED BY OPENSCOPE STUDIO INC. FOR THE HOUSING ENDOWMENT AND REGIONAL TRUST (HEART) OF SAN MATEO COUNTY AS PART OF A GRANT-FUNDED INITIATIVE TO INCREASE THE AVAILABILITY OF AFFORDABLE, SUSTAINABLE HOUSING TO THE RESIDENTS OF SAN MATEO COUNTY. BY USING THESE STANDARD PLANS, THE USER AGREES TO RELEASE HEART OF SAN MATEO, OPENSCOPE SCOPE STUDIO INC, AND THE COUNTY OF SAN MATEO FROM ANY AND ALL CLAIMS, LIABILITIES, SUITS, AND DEMANDS ON ACCOUNT OF ANY INJURY, DAMAGE, OR LOSS TO PERSONS OR PROPERTY, INCLUDING INJURY OR DEATH, OR ECONOMIC LOSSES, ARISING OUT OF THE USE OF THESE CONSTRUCTION DOCUMENTS. THE USE OF THESE PLANS DOES NOT ELIMINATE OR REDUCE THE USER'S RESPONSIBILITY TO VERIFY ANY AND ALL INFORMATION.1. ALL WORK SHALL BE PERFORMED BY LICENSED & INSURED CONTRACTOR.2. THE CONTRACTOR IS RESPONSIBLE FOR MEANS, METHODS, AND TECHNIQUES FOR CONSTRUCTION; AND THE GENERAL CONTRACTOR & EACH SUB-CONTRACTOR IS RESPONSIBLE FOR JOB-SITE SAFETY.3. ALL MATERIALS & EQUIPMENT ARE TO BE INSTALLED IN ACCORDANCE WITH LOCAL REGULATIONS, THE DESIGN INTENT CONVEYED IN THESE DOCUMENTS, AND MANUFACTURERS' INSTALLATION INSTRUCTIONS.4. IN USING THESE PLANS FOR BIDDING OR CONSTRUCTION PURPOSES, ALL CONTRACTORS ARE REQUIRED TO REVIEW AND TREAT THEM AS A WHOLE IN ORDER TO IDENTIFY ALL REQUIREMENTS THAT DIRECTLY OR INDIRECTLY AFFECT THEIR PORTION OF THE WORK; EVEN REQUIREMENTS LOCATED IN SECTIONS DESIGNATED AS APPLICABLE TO OTHER TRADES. IN CASE OF CONFLICTS, THE AFFECTED CONTRACTOR IS REQUIRED TO EITHER OBTAIN DIRECTION FROM AN APPROPRIATE REPRESENTATIVE OF THE OWNER, OR OTHERWISE APPLY THE MORE STRINGENT LOCATIONS.5. THESE PLANS ARE INTENDED TO SET FORTH THE REQUIREMENTS FOR CONSTRUCTION IN ONLY AN INDUSTRY-STANDARD LEVEL OF QUALITY AND DETAIL; AND THEY ARE INTENDED TO BE SUPPLEMENTED BY APPROPRIATE REQUESTS FOR CLARIFICATION AND INFORMATION. CONTRACTORS ARE REQUIRED TO REVIEW THESE PLANS FOR ERRORS AND OMISSIONS, AND BRING THESE TO THE ATTENTION OF AN APPROPRIATE OWNER REPRESENTATIVE IN A TIMELY MANNER; AND ANY CONTRACTOR WHO FAILS TO DO SO BEFORE BIDDING OR OTHERWISE PROCEEDING ASSUMES THE RISK OF ANY CONSEQUENCES. CONTRACTORS PROCEED AT THEIR OWN RISK IF THEY FAIL TO VERIFY FIELD MEASURE DIMENSIONS BEFORE PROCEEDING WITH ANY AFFECTED PROCUREMENT, FABRICATION, OR CONSTRUCTION. SCHEMATIC PLANS ARE INTENDED ONLY TO DEMONSTRATE THE RELATIONSHIP AMONG COMPONENT PARTS, AND NOT TO DEPICT SPECIFIC LOCATIONS.6. THE GENERAL CONTRACTOR SHALL VERIFY AND ASSUME RESPONSIBILITY FOR ALL DIMENSIONS AND SITE CONDITIONS. THE GENERAL CONTRACTOR SHALL INSPECT THE EXISTING PREMISES AND TAKE NOTE OF EXISTING CONDITIONS PRIOR TO SUBMITTING PRICES. NO CLAIM SHALL BE ALLOWED FOR DIFFICULTIES ENCOUNTERED WHICH COULD HAVE REASONABLY BEEN INFERRED FROM SUCH AN EXAMINATION.7. CONTRACTOR SHALL BE RESPONSIBLE FOR COORDINATION BETWEEN ARCHITECTURAL, STRUCTURAL, MECHANICAL, PLUMBING, & ELECTRICAL SYSTEMS. THIS INCLUDES REVIEWING REQUIREMENTS OF INDIVIDUAL SYSTEMS BEFORE ORDERING AND INSTALLATION OF ANY WORK. VERIFY ALL ARCHITECTURAL DETAILS AND ALL FINISH CONDITIONS (WHETHER DEPICTED IN DRAWINGS OR NOT) WITH SAME DISCIPLINES.8. DO NOT SCALE DRAWINGS. WRITTEN DIMENSIONS GOVERN. ALL CLEAR DIMENSIONS ARE NOT TO BE ADJUSTED WITHOUT APPROVAL OF THE OWNER & BUILDING INSPECTOR. WHEN SHOWN IN PLAN, ALL DIMENSIONS ARE TO FACE OF STUD, CONCRETE, CENTERLINE OF COLUMNS, OR CENTERLINE OF WALL ASSEMBLIES, UNLESS OTHERWISE NOTED. WHEN SHOWN IN SECTION OR ELEVATION, ALL DIMENSIONS ARE TO TOP OF PLATE, TOP OF CONCRETE, OR TOP OF CEMENT-BASED UNDERLAYMENT UNLESS OTHERWISE NOTED.9. DETAILS SHOWN ARE TYPICAL; SIMILAR DETAILS APPLY IN SIMILAR CONDITIONS.10. THE CONTRACTOR SHALL BE RESPONSIBLE FOR APPLYING AND OBTAINING ALL REQUIRED INSPECTIONS TO CONFORM WITH LOCAL BUILDING AND FIRE CODES.11. PROVIDE AND INSTALL 2x FLAT WOOD BLOCKING OR 16 GA METAL STRAPPING FOR ALL BATH ACCESSORIES, HANDRAILS, CABINETS, TOWEL BARS, WALL MOUNTED FIXTURES AND ANY OTHER ITEMS ATTACHED TO WALLS.12. ALL CHANGES IN FLOOR MATERIALS OCCUR AT CENTERLINE OF DOOR OR FRAMED OPENINGS UNLESS OTHERWISE INDICATED ON THE DRAWINGS.13. INSTALL ALL FIXTURES, EQUIPMENT, AND MATERIALS PER MANUFACTURER'S RECOMMENDATIONS AND THE REQUIREMENTS OF THE CODES. ALL APPLIANCES, FIXTURES, AND EQUIPMENT ASSOCIATED WITH PLUMBING, ELECTRICAL, AND MECHANICAL SYSTEMS SHALL BE LISTED BY A NATIONALLY RECOGNIZED AND APPROVED AGENCY.14. VERIFY CLEARANCES FOR VENTS, CHASES, SOFFITS, FIXTURES, ETC., BEFORE ANY CONSTRUCTION, ORDERING OF, OR INSTALLATION OF ANY ITEM OF WORK.15. PROVIDE FIRE-BLOCKING & DRAFTSTOPPING AT ALL CONCEALED DRAFT OPENINGS (VERTICAL & HORIZONTAL) AS REQUIRED PER APPLICABLE CODES.16. MECHANICAL, PLUMBING, ELECTRICAL, AND OTHER PENETRATIONS OF FLOORS, WALLS, AND CEILINGS SHALL BE SEALED AIRTIGHT WITH ACOUSTICAL SEALANT.17. ALL EXTERIOR DOORS AND WINDOWS ARE TO BE WEATHERSTRIPPED PER TITLE 24 REQUIREMENTS.A112WINDOW TAGDOOR TAG1REVISION CALLOUT TAG DWG. # SHT. # PROPERTY LINE CENTER LINE ALIGN ALIGN FACES A1011SIMGENERIC TAG1iMARKPROVIDE THE NAME, ADDRESS, PHONE NUMBER, AND EMAIL FOR THE OWNER, CONTRACTOR, ARCHITECT, ENGINEER(S) AND OTHER PROFESSIONALS RESPONSIBLE FOR THE PROJECTPROJECT DESCRIPTIONTHE SCOPE OF THE WORK IS TO ADD A NEW FREE-STANDING ACCESSORY DWELLING UNITS TO THE REAR YARD OF THE PROJECT ADDRESS.PROJECT ADDRESS: _PARCELS (BLOCK / LOT): _PARCEL AREA: _______ SQUARE FEET, USE AREA FROM LOCAL PARCEL MAPS EXISTING BUILDING AREA: _______ SQUARE FEET, USE AREA FROM LOCAL PARCEL MAPS STORIES & BUILDING HEIGHT: 1 STORYACCESSORY DWELLING UNIT WILL BE LESS THAN 16' HIGHBUILDING USE / OCCUPANCY GROUPR-3NEW RESIDENTIAL SQ. FOOTAGE: _______ SQUARE FEET, GROSS BUILDING AREASPRINKLERS:<DESCRIBE THE PROPOSED FIRE SPRINKLER SYSTEM, IF REQUIRED>INSERT A SCREEN SHOT OF THE AREA FROM AN ONLINE MAP PROVIDER, SUCH AS GOOGLE.LOCATE & IDENTIFY THE PROJECT ADDRESS AND LOCATION ON THE MAPSCALEISSUE DATEPROJECTPRINTEDBY USING THESE STANDARD PLANS, THE USER AGREES TO RELEASE OPENSCOPE STUDIO, HEART OF SAN MATEO, AND THE COUNTY OF SAN MATEO FROM ANY AND ALL CLAIMS, LIABILITIES, SUITS, AND DEMANDS ON ACCOUNT OF ANY INJURY, DAMAGE, OR LOSS TO PERSONS OR PROPERTY, INCLUDING INJURY OR DEATH, OR ECONOMIC LOSSES, ARISING OUT OF THE USE OF THESE CONSTRUCTION DOCUMENTS. THE USE OF THESE PLANS DOES NOT ELIMINATE OR REDUCE THE USER'S RESPONSIBILITY TO VERIFY ANY AND ALL INFORMATION.As indicated9/8/2020 11:34:15 AMAA0009/4/2020TITLE SHEETPROJECT ADDRESS1915HEARTGLADUR ADUPROTOTYPESABBREVIATIONSGENERAL NOTESSYMBOLSPROJECT DIRECTORYPROJECT INFORMATIONVICINITY MAPSHEET LIST, AA- STUDIOSHEET NUMBER SHEET NAMEAA ARCHITECTURAL - STUDIOAA00 TITLE SHEETAA11 FLOOR & FOUNDATION PLANSAA12 ROOF PLANSAA20 BUILDING ELEVATIONSAA30 SECTIONSAA40 LIGHTING & ELECTRICALAA41 MECHANICAL & PLUMBINGAA60 DOORS & WINDOWSCOMMON DETAILSDD50 TYPICAL DETAILSDD51 TYPICAL DETAILSSTRUCTURALS-1.0 STRUCTURAL NOTESS-1.1 STRUCTURAL APPLICATIONSS-2.0 STRUCTURAL PLANSS-3.0 TYPICAL FOUNDATION DETAILSS-3.1 RAISED FLOOR FOUNDATION DETAILSS-3.2 TYPICAL FRAMING DETAILS (1)S-3.3 TYPICAL FRAMING DETAILS (2)S-3.4 SHEER WALL DETAILSSHEET COUNT: 18SITE PLAN• PROVIDE A SITE PLAN SHOWING THE ENTIRE PROPERTY, INCLUDING PROPERTY LINES AND ALL EXISTING BUILDINGS.• IDENTIFY EXISTING AND PROPOSED UTILITY LINES.• CLEARLY IDENTIFY THE PROPOSED ACCESSORY DWELLING UNIT.• PROVIDE DIMENSIONS FROM THE PROPOSED ADU TO THE PROPERTY LINES AND EXISTING STUCTURES.• INDICATE THE EXIT PATH FROM THE PROPOSED ADU TO THE SIDEWALK.• LABEL THE STREET IN FRONT OF THE PROPERTY.• INDICATE WHICH DIRECTION IS NORTH.OWNER PROVIDED SECTIONOWNER PROVIDED SECTIONOWNER PROVIDED SECTIONOWNER PROVIDED SECTIONREVISIONSNO. DATE. WH7'-0"AA20A1AA20A2AA20A4AA20A3A2AA30A1AA30UTILITIESW/D9'-3"5'-10"2'-8"2'-6"28'-0"16'-0"SETBACK4'-0" MIN.SETBACK4'-0" MIN.AA20AA20AA20AA204'-9"9'-8"ON-GRADE DECK7' - 0"4'-1" 3'-4" 7'-4"12'-0"CABINETSSHOWER OR BATHTUBCONC. PADDSDSATTIC ACCESS; MIN. 22"x30" R.O.D2E1LIVING AREABATHROOM15 SFCLKITCHENLANDING WITH MIN 36" DEPTH AND A MAXIMUM OF 1-1/2" LOWER THAN TOP OF DOOR THRESHOLDOPTIONAL PV PANEL BATTERIES W/ ENCLOSUREAA20A1AA20A2AA20A4AA20A3A2AA30A1AA3028'-0"16'-0"AA20AA20AA20AA20CONC. FOUNDATION, TYP.; SEE STRUCT. DWGS.SLAB ON GRADE; SEE STRUCT. DWGS.MECH. EQUIP PAD;4" THICK REINF. SLAB ON GRADE; VERIFY DIMENSIONS & PLACEMENTAA20A1AA20A2AA20A4AA20A328'-0"16'-0"AA20AA20AA20AA20CONC. FOUNDATION, TYP.; SEE STRUCT. DWGS.FLOOR JOISTS; SEE STRUCT. DWGS.MECH. EQUIP PAD; 4" THICK REINF. SLAB ON GRADE; VERIFY DIMENSIONS & PLACEMENTCRAWLSPACE W/ RAT SLAB ON VAPOR BARRIER BELOW2019 CBC SECTION 1030EMERGENCY ESCAPE AND RESCUE OPENINGSSHALL COMPLY W/ REQ. FOR RESCUE OPENINGS, AS FOLLOWS:A. MIN. OPENING HEIGHT 24"B. MIN. OPENING WIDTH 20"C. MAX. 44" FROM THE FLOORD. 5.7 SQ. FT. MIN. AREA MAY BE REDUCED TO 5.0 SQ. FT. AT GRADE LEVEL.APPLICABLE CODES:2019 CALIFORNIA RESIDENTIAL CODE2019 CALIFORNIA MECHANICAL CODE2019 CALIFORNIA ELECTRICAL CODE2019 CALIFORNIA PLUMBING CODE2019 CALIFORNIA ENERGY CODE2019 CALIFORNIA FIRE CODECHAPTER 5 - GENERAL BUILDING HEIGHT & AREATABLE 503: OCCUPANCY R-3, CONSTURUCTION TYPE V-BCHAPTER 6 - TYPES OF CONSTRUCTIONTABLE 601:TYPE V-BPRIMARY STRUCTURAL FRAME = 0 HRBEARING WALL - EXTERIOR = 0 HRBEARING WALL - INTERIOR = 0 HRNON-BEARING WALLS - EXTERIOR = PER TABLE 602NON-BEARING WALLS - INTERIOR = 0 HRFLOOR CONSTRUCTION = 0 HRROOF CONSTRUCTION = 0 HRTABLE 602:OCCUPANCY R-3, CONSTRUCTION TYPE V-BEXTERIOR WALLS = 1 HR. W/ FIRE SEPARATION DISTANCE <5'1. EXTERIOR WALLS WITHIN 3 FEET OF PROPERTY LINE (SPRINKLERS) OR 5 FEET OF PROPERTY LINE (WITHOUT SPRINKLERS) REQUIRE 1-HOUR FIRE RATING FOR EXPOSURE TO BOTH SIDES2. PROJECTIONS:A. PROHIBITED WITHIN 2 FEET OF PROPERTY LINEB. 1-HOUR FIRE RATING ON THE UNDERSIDE WITHIN 3FT OF PROPERTY LINE (WITH SPRINKLERS)C. 1-HOUR FIRE RATING ON THE UNDERSIDE WITHIN 5FT OF PROPERTY LINE (WITHOUT SPRINKLERS)3. OPENINGS:A. PROHIBITED WITHIN 3FT OF PROPERTY LINEB. MAXIMUM 25% OF WALL AREA WITHIN 5 FEET OF PROPERTY LINE (WITHOUT SPRINKLERS)4. PENETRATIONS:A. 1-HOUR FIRE-RATED PENETRATIONS OF WALLS WITHIN 3FT OF PROPERTYLINE (SPRINKLERS)B. 1-HOUR FIRE-RATED PENETRATIONS OF WALLS WITHIN 5FT OF PROPERTY LINE (WITHOUT SPRINKLERS)CHAPTER 8 - INTERIOR FINISHESCLASS C: FLAME SPREAD INDEX 76 - 200, SMOKE DEVELOPED INDEX 0 - 450SECTION 803: THE MAXIMUM FLAME-SPREAD CLASS OF FINISH MATERIALS USED ON INTERIOR WALLS AND CEILINGS IN ROOMS AND OTHER ENCLOSED SPACES SHALL BE CLASS C, OR BETTER, PER TABLE 803.9 CHAPTER 10 - EXITING1030 EMERGENCY ESCAPE AND RESCUE OPENINGS SHALL COMPLY W/ REQ. FOR RESCUE OPENINGS, AS FOLLOWS:A. MIN. OPENING HEIGHT 24"B. MIN. OPENING WIDTH 20"C. MAX. 44" MEASURED FROM THE FLOORD. 5.7 SQ. FT. MIN. AREA MAY BE REDUCED TO 5.0 SQ. FT. AT GRADE LEVEL.CHAPTER 12 - INTERIOR ENVIRONMENT1203.1 GENERAL. BUILDINGS SHALL BE PROVIDED WITH NATURAL VENTILATION IN ACCORDANCE WITH SECTION 1203.4, OR MECHANICAL VENTILATION IN ACCORDANCE WITH THE CALIFORNIA MECHANICAL CODE.1203.4 NATURAL VENTILATION. NATURAL VENTILATION OF AN OCCUPIED SPACE SHALL BE THROUGH WINDOWS, DOORS, LOUVERS OR OTHER OPENINGS TO THE OUTDOORS. THE OPERATING MECHANISM FOR SUCH OPENINGS SHALL BE PROVIDED WITH READY ACCESS SO THAT THE OPENINGS ARE READILY CONTROLLABLE BY THE BUILDING OCCUPANTS.1203.4.1 VENTILATION AREA REQUIRED. THE OPENABLE AREA OF THE OPENINGS TO THE OUTDOORS SHALL BE NOT LESS THAN 4 PERCENT OF THE FLOOR AREA BEING VENTILATED.1203.4.1.1 ADJOINING SPACES. WHERE ROOMS AND SPACES WITHOUT OPENINGS TO THE OUTDOORS ARE VENTILATED THROUGH AN ADJOINING ROOM, THE OPENING TO THE ADJOINING ROOM SHALL BE UNOBSTRUCTED AND SHALL HAVE AN AREA OF NOT LESS THAN 8 PERCENT OF THE FLOOR AREA OF THE INTERIOR ROOM OR SPACE, BUT NOT LESS THAN 25 SQUARE FEET. THE OPENABLE AREA OF THE OPENINGS TO THE OUTDOORS SHALL BE BASED ON THE TOTAL FLOOR AREA BEING VENTILATED.1203.4.2.1: NOTE THAT BATHROOMS CONTAINING BATHTUBS, SHOWERS, SPAS, OR SIMILAR FIXTURES REQUIRE MECHANICAL VENTILATION PER THE CALIFORNIA MECHANICAL CODE TABEL 403.71203.4.3: WHERE NATURAL VENTILATION IS TO BE PROVIDED BY OPENINGS ONTO YARDS OR COURTS, THEY MUST COMPLY WITH SECTION 1206.1204.1: INTERIOR SPACES INTENDED FOR HUMAN OCCUPANCY SHALL BE PROVIDED WITH ACTIVE OR PASSIVE SPACE-HEATING SYSTEMS.1205.1 LIGHTING - GENERAL. EVERY SPACE INTENDED FOR HUMAN OCCUPANCY SHALL BE PROVIDED WITH NATURAL LIGHT BY MEANS OF EXTERIOR GLAZED OPENINGS IN ACCORDANCE WITH SECTION 1205.2 OR SHALL BE PROVIDED WITH ARTIFICIAL LIGHT IN ACCORDANCE WITH SECTION 1205.3. EXTERIOR GLAZED OPENINGS SHALL OPEN DIRECTLY ONTO A PUBLIC WAY OR ONTO A YARD OR COURT IN ACCORDANCE WITH SECTION 1206.1205.2.1 ADJOINING SPACES. FOR THE PURPOSE OF NATURAL LIGHTING, ANY ROOM IS PERMITTED TO BE CONSIDERED AS A PORTION OF AN ADJOINING ROOM WHERE ONE-HALF OF THE AREA OF THE COMMON WALL IS OPEN AND UNOBSTRUCTED AND PROVIDES AN OPENING OF NOT LESS THAN ONE-TENTH OF THE FLOOR AREA OF THE INTERIOR ROOM OR 25 SQUARE FEET, WHICHEVER IS GREATER.1208.1: MINIMUM ROOM WIDTHS. HABITABLE SPACES, OTHER THAN A KITCHEN, SHALL BE NOT LESS THAN 7 FEET (2134 MM) IN ANY PLAN DIMENSION. KITCHENS SHALL HAVE A CLEAR PASSAGEWAY OF NOT LESS THAN 3 FEET BETWEEN COUNTER FRONTS AND APPLIANCES OR COUNTER FRONTS AND WALLS.1208.2 MINIMUM CEILING HEIGHTS. OCCUPIABLE SPACES, HABITABLE SPACES AND CORRIDORS SHALL HAVE A CEILING HEIGHT OF NOT LESS THAN 7 FEET 6 INCHES. BATHROOMS, TOILET ROOMS, KITCHENS, STORAGE ROOMS AND LAUNDRY ROOMS SHALL BE PERMITTED TO HAVE A CEILING HEIGHT OF NOT LESS THAN 7 FEET. SECTION 1208 GRANTS EXCEPTIONS FOR BEAMS, SLOPED CEILINGS, FURRED CEILINGS, AND MEZZANINES.1208.3 ROOM AREA. EVERY DWELLING UNIT SHALL HAVE NO FEWER THAN ONE ROOM THAT SHALL HAVE NOT LESS THAN 120 SQUARE FEET OF NET FLOOR AREA. OTHER HABITABLE ROOMS SHALL HAVE A NET FLOOR AREA OF NOT LESS THAN 70 SQUARE FEET. EXCEPTION: KITCHENS ARE NOT REQUIRED TO BE OF A MINIMUM FLOOR AREA.SCALEISSUE DATEPROJECTPRINTEDBY USING THESE STANDARD PLANS, THE USER AGREES TO RELEASE OPENSCOPE STUDIO, HEART OF SAN MATEO, AND THE COUNTY OF SAN MATEO FROM ANY AND ALL CLAIMS, LIABILITIES, SUITS, AND DEMANDS ON ACCOUNT OF ANY INJURY, DAMAGE, OR LOSS TO PERSONS OR PROPERTY, INCLUDING INJURY OR DEATH, OR ECONOMIC LOSSES, ARISING OUT OF THE USE OF THESE CONSTRUCTION DOCUMENTS. THE USE OF THESE PLANS DOES NOT ELIMINATE OR REDUCE THE USER'S RESPONSIBILITY TO VERIFY ANY AND ALL INFORMATION.As indicated9/8/2020 11:34:20 AMAA1109/4/2020FLOOR &FOUNDATIONPLANSPROJECT ADDRESS1915HEARTGLADUR ADUPROTOTYPES1/4" = 1'-0"1FLOOR PLANSTUDIO (400 GSF)ROOM AREABATHROOM 53 SFCL 15 SFKITCHEN 76 SFLIVING AREA 235 SFW/D 7 SFWH 5 SFNET SQ FT 391 SFNATURAL VENTILATION REQUIREMENTS:MAIN LIVING SPACE4% X 310 S.F. = 12.4 S.F. VENTILATION REQ.56.52 S.F. PROVIDEDNATURAL LIGHT REQUIREMENTS:MAIN LIVING SPACE8% X 310 S.F. = 24.8 S.F. NATURAL LIGHT REQ.73 S.F. PROVIDED1/4" = 1'-0"2FOUNDATION PLAN - SLAB ON GRADE1/4" = 1'-0"3FOUNDATION PLAN - CRAWL SPACEBUILDING CODE NOTESREVISIONSNO. DATE. WH AA20 A1 AA20 A2 AA20A4 AA20 A3 A2 AA30 A1 AA30 A1 AA30 DOWNSPOUT, TYP. GUTTER AA20 AA20 AA20 AA20 ROOFING PHOTOVOLTAIC PANELS; SYSTEM CONFIGURATION, PANEL COUNT AND LOCATION TO BE CONFIRMED BY INSTALLER 2" / 12"2'-6"ROOF VENT, TYP.; VERIFY DIMENSION & LAYOUT AA20 A1 AA20 A2 AA20A4 AA20 A3 A2 AA30 A1 AA30 AA20 AA20 AA20 AA20 DOWNSPOUT, TYP. GUTTER, TYP. ROOFINGRIDGE LINERIDGE LINEPHOTOVOLTAIC PANELS; SYSTEM CONFIGURATION, PANEL COUNT AND LOCATION TO BE CONFIRMED BY INSTALLER 5" / 12"5" / 12" WALL BELOW GUTTER, TYP. TYP. 1'-6" ROOF VENT, TYP.; VERIFY DIMENSION & LAYOUT ROOF VENTILATION REQUIREMENTS ENCLOSED ATTICS AND ENCLOSED RAFTERS SPACES FORMED WHERE CEILINGS ARE APPLIED DIRECTLY TO THE UNDERSIDE OF ROOF RAFTERS SHALL HAVE CROSS VENTILATION FOR EACH SEPARATE SPACE BY VENTILATING OPENINGS: 1. PROTECTED AGAINST THE ENTRANCE OF RAIN OR SNOW; 2. SHALL HAVE DIMENSION OF AT LEAST 1/16 INCH MINIMUM AND ¼ INCH MAXIMUM; 3. DIMENSION LARGER THAN ¼ INCH SHALL BE PROVIDED WITH CORROSION-RESISTANT WIRE CLOTH SCREENING, HARDWARE CLOTH, OR SIMILAR MATERIAL WITH OPENINGS HAVING A LEAST DIMENSION OF 1/16 INCH MINIMUM AND ¼ INCH MAXIMUM. 4. OPENINGS IN ROOF FRAMINGS MUST CONFORM TO THE REQUIREMENTS OF SECTION R802.7 IN THE 2019 CRC (CUTTING AND NOTCHING STRUCTURAL ROOF MEMBERS). MINIMUM AREA (R806.2) THE MINIMUM NET FREE VENTILATION AREA SHALL BE 1/150 OF THE AREA OF THE VENTED SPACE. EXCEPTION : THE MINIMUM NET FREE VENTILATION AREA SHALL BE 1/300 OF THE VENTED SPACE PROVIDED NO LESS THAN 40% AND NOT MORE THAN 50% OF THE REQUIRED VENTILATING AREA IS PROVIDED BY VENTILATORS LOCATED IN THE UPPER PORTION OF THE ATTIC OR RAFTER SPACE. UPPER VENTILATORS SHALL BE LOCATED NO MORE THAN 3 FEET BELOW THE RIDGE OR HIGHEST POINT OF THE SPACE, MEASURED VERTICALLY. THE BALANCE OF THE REQUIRED VENTILATION PROVIDED SHALL BE LOCATED IN THE BOTTOM ONE-THIRD OF THE ATTIC SPACE. WHERE THE LOCATION OF WALL OR ROOF FRAMING MEMBERS CONFLICTS WITH THE INSTALLATION OF UPPER VENTILATORS, INSTALLATION MORE THAN 3 FEET BELOW THE RIDGE OR HIGHEST POINT OF THE SPACE SHALL BE PERMITTED. VENT AND INSULATION CLEARANCE (R806.3) WHERE EAVE OR CORNICE VENTS ARE INSTALLED, BLOCKING, BRIDGING AND INSULATION SHALL NOT BLOCK THE FREE FLOW OF AIR. NO LESS THAN A 1-INCH SPACE SHALL BE PROVIDED BETWEEN THE INSULATION AND THE ROOF SHEATHING AND AT THE LOCATION OF THE VENT. ATTIC ACCESS (R807) BUILDINGS WITH COMBUSTIBLE CEILING OR ROOF CONSTRUCTION SHALL HAVE AN ATTIC ACCESS OPENING TO ATTIC AREAS THAT EXCEED 30 SQUARE FEET AND HAVE VERTICAL HEIGHT OF 30 INCHES OR MORE. VERTICAL HEIGHT MUST BE MEASURED FROM THE TOP OF THE CEILING FRAMING MEMBERS TO THE UNDERSIDE OF THE ROOF FRAMING MEMBERS. ROUGH-FRAMED OPENING OF ATTIC ACCESS: 1. SHALL NOT BE LESS THAN 22-INCHES BY 30-INCHES 2. SHALL BE LOCATED IN HALLWAY OR READILY ACCESSIBLE LOCATION 3. WHEN LOCATED IN A WALL, OPENING SHALL BE MINIMUM OF 22-INCHES WIDE BY 30-INCHES HIGH 4. WHEN LOCATED IN CEILING, MINIMUM UNOBSTRUCTED HEADROOM IN THE ATTIC SPACE SHALL BE 30-INCHES AT SOME POINT ABOVE THE CEILING MEASURED VERTICALLY FROM BOTTOM OF CEILING FRAMING MEMBERS. PLUMBING VENTS WHERE FEASIBLE, COMBINE PLUMBING VENTS IN ATTIC. SEE DETAIL 1/DD51 FOR FLASHING AT ROOF. PHOTOVOLTAIC SYSTEM COORDINATION 1. IDENTIFY AND MAINTAIN MINIMUM 250 S.F. SOLAR ZONE AREA 2. SOLAR ZONE AREA SHALL BE LOCATED BETWEEN 110 AND 270 DEGREES OF TRUE NORTH 3. NO OBSTRUCTIONS, INCLUDING VENTS, CHIMNEYS, SKYLIGHTS, ARCHITECTURAL FEATURES, AND ROOF-MOUNTED EQUIPMENT, SHALL NOT BE LOCATED WITHIN SOLAR ZONE. 4. MAINTAIN 3'-0" MINIMUM FIRE FIGHTER ACCESS ALONG ROOF PERIMETER 5. MAINTAIN 1'-6" SMOKE VENTILATION SETBACK AT RIDGES ON-GRADE DECK LIVING AREA KITCHEN BATHROOM W/D CLOSETMIRRORED PLAN FOR REFERENCE ONLY. SEE 1/AA11 FOR ANNOTATIONS & DIMENSIONS SCALE ISSUE DATE PROJECT PRINTEDBY USING THESE STANDARD PLANS, THE USER AGREES TO RELEASE OPENSCOPE STUDIO, HEART OF SAN MATEO, AND THE COUNTY OF SAN MATEO FROM ANY AND ALL CLAIMS, LIABILITIES, SUITS, AND DEMANDS ON ACCOUNT OF ANY INJURY, DAMAGE, OR LOSS TO PERSONS OR PROPERTY, INCLUDING INJURY OR DEATH, OR ECONOMIC LOSSES, ARISING OUT OF THE USE OF THESE CONSTRUCTION DOCUMENTS. THE USE OF THESE PLANS DOES NOT ELIMINATE OR REDUCE THE USER'S RESPONSIBILITY TO VERIFY ANY AND ALL INFORMATION.As indicated 9/8/2020 5:38:06 PMAA12 09/4/2020 ROOF PLANS PROJECT ADDRESS 1915HEART GLADUR ADU PROTOTYPES 1/4" = 1'-0"ASTUDIO - STYLE B - ROOF PLAN 1/4" = 1'-0"BSTUDIO - STYLE B - ROOF PLAN ATTIC VENTILATION CALCULATION OPTION 1: VENTILATED ATTIC AREA = 550 SF ÷ 150 = ~3.7 SF REQUIRED VENTILATION (~550 SQ IN) OPTION 2: VENTILATED ATTIC AREA = 550 SF ÷ 300 = ~1.9 SF REQUIRED HIGH-LOW VENTILATION (~275 SQ IN) LOW VENTS: 0.95 SF (137 SQ IN) OF VENTILATION AT EAVES, CORNICE AND/OR LOWER 1/3 OF THE ROOF HIGH VENTS: 0.95 SF (137 SQ IN) OF VENTILATION AT GABLE, RIDGE, AND/OR TOP 3' OF ROOF VERIFY NET FREE AREA PROVIDED BASED ON INSTALLED VENT COUNT, LAYOUT DIMENSIONS ROOF & ATTIC NOTES REVISIONS NO. DATE. 1/8" = 1'-0"1400 SQ FT. STUDIO - MIRRORED PLAN 1-BED - STYLE A - MIRRORED ROOF PLAN FOR REFERENCE 1/8” = 1’-0” MIRRORED ROOF PLAN - STYLE A 3 1-BED - STYLE B - MIRRORED ROOF PLAN FOR REFERENCE 1/8” = 1’-0” MIRRORED ROOF PLAN - STYLE B 4 B2 AA30 EDGE OF EXPOSED CONC. SLAB; SEE AA500 FOR DETAILS HORIZONTAL SIDING, TYP. GRADE, VARIES EXTERIOR LIGHT FIXTURE, TYP. ALIGN WOOD SOFFIT +/- 12'-5"WOOD SIDING WOOD FASCIA A11 A8A8 B1 AA30 7'-2"EXTERIOR LIGHT FIXT. GRADE, VARIES HORIZONTAL SIDING, TYP. ON-GRADE DECK, WHERE OCCURS WOOD FASCIA A8 B1 AA30 HORIZONTAL SIDING GRADE, VARIES MECH. EQUIP ON CONC. PAD WOOD FASCIA GUTTER DOWNSPOUT A1 B2 AA30 GUTTER HORIZONTAL SIDING GRADE, VARIES ROOFING MECH. EQUIP ON CONC. PAD DOWNSPOUT, TYP. PHOTOVOLTAIC PANELS; SYSTEM CONFIGURATION, PANEL COUNT AND LOCATION TO BE CONFIRMED BY INSTALLER A1 A10 B1 AA30 HORIZONTAL SIDING MECH. EQUIP. ON CONC. PAD PHOTOVOLTAIC PANELS; SYSTEM CONFIGURATION, PANEL COUNT AND LOCATION TO BE CONFIRMED BY INSTALLER B1 B2 AA30 EXPOSED EDGE OF CONC. SLAB; SEE AA500 FOR DETAILS HORIZONTAL SIDING GRADE, VARIES DECORATIVE WOOD TRIM B2B2 B4 B2 B2 AA30 HORIZONTAL SIDING MECH. EQUIP ON CONC. PAD GRADE, VARIES GUTTER WOOD FASCIA B8 B9 B1 AA30 EXPOSED EDGE OF CONC. SLAB; SEE AA500 FOR DETAILS GRADE, VARIES WOOD SIDING, TYP.B1 SCALE ISSUE DATE PROJECT PRINTEDBY USING THESE STANDARD PLANS, THE USER AGREES TO RELEASE OPENSCOPE STUDIO, HEART OF SAN MATEO, AND THE COUNTY OF SAN MATEO FROM ANY AND ALL CLAIMS, LIABILITIES, SUITS, AND DEMANDS ON ACCOUNT OF ANY INJURY, DAMAGE, OR LOSS TO PERSONS OR PROPERTY, INCLUDING INJURY OR DEATH, OR ECONOMIC LOSSES, ARISING OUT OF THE USE OF THESE CONSTRUCTION DOCUMENTS. THE USE OF THESE PLANS DOES NOT ELIMINATE OR REDUCE THE USER'S RESPONSIBILITY TO VERIFY ANY AND ALL INFORMATION.1/4" = 1'-0"9/8/2020 11:34:24 AMAA20 09/4/2020 BUILDING ELEVATIONS PROJECT ADDRESS 1915HEART GLADUR ADU PROTOTYPES 1/4" = 1'-0"A1 STUDIO - STYLE A - NORTH1/4" = 1'-0"A2 STUDIO - STYLE A - WEST 1/4" = 1'-0"A4 STUDIO - STYLE A - EAST 1/4" = 1'-0"A3 STUDIO - STYLE A - SOUTH 1/4" = 1'-0"B4 STUDIO - STYLE B - EAST 1/4" = 1'-0"B1 STUDIO - STYLE B - NORTH 1/4" = 1'-0"B3 STUDIO - STYLE B - SOUTH 1/4" = 1'-0"B2 STUDIO - STYLE B - WEST REVISIONS NO. DATE. STUDIO - STYLE B - MIRRORED ELEVATIONS FOR REFERENCE 1/8” = 1’-0” STUDIO - STYLE A - MIRRORED ELEVATIONS FOR REFERENCE 1/8” = 1’-0” ABV.ABOVEA/CAIR CONDITIONINGACOUSTACOUSTICALACTACOUSTICAL TILEA.D.AREA DRAINADAAMERICANS WITH DISABILITIES ACTADDL.ADDITIONALADJ.ADJUSTABLEA.F.F.ABOVE FINISHED FLOORAIAAMERICAN INSTITUTE OF ARCHITECTSALUM.ALUMINUMALT.ALTERNATEANOD.ANODIZEDAPPROX.APPROXIMATEARCH.ARCHITECTURALASSM.ASSEMBLYBD.BOARDB/TBETWEENBEV.BEVELBLDG.BUILDINGBLK.BLOCKBLKG.BLOCKINGBM.BEAMBOT.BOTTOMBRKT.BRACKETB.U.R.BUILT-UP ROOFB.W.BOTTOM OF WALLCAB.CABINETCB.CIRCUIT BREAKERC.B.CATCH BASINCBCCALIFORNIA BUILDING CODECEM.CEMENTCER.CERAMICC.I.CAST IRONCJCONTROL JOINTC.L.CENTERLINECLG.CEILINGCLKG.CAULKINGCLO.CLOSETCLR.CLEARCOCLEANOUTCOL.COLUMNCOMBCOMBINATIONCONCCONCRETECONNCONNECTIONCONSTRCONSTRUCTIONCONTCONTINUOUSCONTRCONTRACTORCORRCORRIDOR,CSCOUNTERSINKCTCERAMIC TILECTSKCOUNTERSUNKCWCOLD WATERD.DRAINDBL.DOUBLEDEMO.DEMOLISHDEPT.DEPARTMENTDET.DETAIL(S)D.F.DOUGLAS FIRDIADIAMETERDIAGDIAGONALDIMDIMENSIONDISPDISPENSERDNDOWND.O.DOOR OPENINGDRDOORDSDOWNSPOUTDWGDRAWINGDWRDRAWER(E)EXISTINGE.EASTEA.EACHE.B.EXPANSION BOLTE.J.EXPANSION JOINTEL.ELEVATIONELEC.ELECTRICALEMER.EMERGENCYENCLENCLOSUREE.P.ELECTRICAL PANELBOARDEQEQUALEQUIP.EQUIPMENTEXH.EXHAUSTEXPO.EXPOSEDEXST.EXISTINGEXT.EXTERIORF.A.FIRE ALARMFAB.FABRICATEFARFLOOR AREA RATIOF.B.FLAT BARF.D.FLOOR DRAINFDN.FOUNDATIONF.E.FIRE EXTINGUISHERF.E.C.FIRE EXTINGUISHER CABINETF.F.FINISHED FLOORF.G.FIXED GLAZINGF.H.C.FIRE HOSE CABINETFIN.FINISHFIN.GR.FINISH GRADEFIXT.FIXTUREFL.FLOOR(ING)FLASH.FLASHINGFLUOR.FLUORESCENTF.O.CFACE OF CONCRETEF.O.FFACE OF FINISHF.O.SFACE OF STUDSF.O.T.FACE OF TREADSFT.FOOT, FEETFTG.FOOTINGFURR.FURRINGFUT.FUTUREG.GASGA.GAUGEGALV.GALVANIZEDG.B.GRAB BARGCGENERAL CONTRACTORG.D.GUTTER DRAING.I.GALVANIZED IRON (STEEL)GL.GLASSGLB.GLUE-LAM BEAMGND.GROUNDGR.GRADEGSM.GALVANIZED SHEET METALGYP.GYPSUMGWB.GYPSUM WALL BOARDHHOSE, HIGHH.B.HOSE BIBH.C.HOLLOW COREHD.HEADHDR.HEADERHDWD.HARDWOODHDWE.HARDWAREH.M.HOLLOW METALHNDRL.HANDRAILHORIZ.HORIZONTALHR.HOURHTHEIGHTHVACHEATING, VENTILATING & A/CHWHOT WATERI.D.INSIDE DIAMETER (DIMENSION)I.F.INSIDE FACEININCHINFOINFORMATIONINSULINSULATIONINT.INTERIORJ.JOISTJH.JOIST HANGERJT.JOINTKIT.KITCHENK.O.KNOCKOUTKPL.KICKPLATELAD.LADDERLAM.LAMINATELAV.LAVATORYLKR.LOCKERLT.LIGHTLTG.LIGHTINGMATL.MATERIALMAX.MAXIMUMM.B.MACHINE BOLTM.C.MEDICINE CABINETMECH.MECHANICALMEMB.MEMBRANEMEZZ.MEZZANINEMFR.MANUFACTURERMIN.MINIMUMMIR.MIRRORMIR.S.MIRROR & SHELFMISC.MISCELLANEOUSMTD.MOUNTEDMTL.METALMULMULLION(N)NEWN.NORTHN.I.C.NOT IN CONTRACTNO. / #NUMBERNOM.NOMINALNTSNOT TO SCALEO/OVER / ONO.C.ON CENTERO.D.OUTSIDE DIAMETER (DIMENSION)O.L.F.OCCUPANT LOAD FACTOROPNGOPENINGOPP.OPPOSITEOHOPPOSITE HANDOVHD.OVERHEADP. LAM.PLASTIC LAMINATEPAR.PARALLELP.D.PERFORATED DRAINPERF.PERFORATEDP.G.PAINT GRADEP.H.PHILLIP’S HEADPL.PLATEPLUMB.PLUMBINGPLYWD.PLYWOODPNTD.PAINTEDPR.PAIRPREFAB.PREFABRICATEDPSIPOUNDS PER SQUARE INCHPT.POINTP.T.D.PAPER TOWEL DISPENSERPTN.PARTITIONPTRPAPER TOWEL RECEPTACLEPVCPOLYVINYL CHLORIDEPVMT.PAVEMENTQTY.QUANTITYR.RISERR.A.RETURN AIRRAD.RADIUSR.B.RESILIENT BASER.C.ROUGH CONCRETERCPREFLECTED CEILING PLANREBARREINFORCING BARREC.RECESSEDREF.REFERENCEREINF.REINFORCEDREQD.REQUIREDREV.REVISIONRGTR.REGISTERRMROOMRND.ROUNDR.O.ROUGH OPENINGR.O.W.RIGHT OF WAYR.W.L.RAIN WATER LEADERS.SOUTHSAN.SANITARYSASMSELF-ADHERING SHEET MEMB.S.C.SOLID CORESCHED.SCHEDULESECTSECTIONSEL.SELECTSFSQUARE FOOTS.G.STAIN GRADESHT.SHEETSHTHG.SHEATHINGSIM.SIMILARSL.SLIDINGSLNT.SEALANTS.M.S.SHEET METAL SCREWSPEC.SPECIFICATION(S)SQ.SQUARESSDSEE STRUCTURAL DRAWINGSSST.STAINLESS STEELS.SK.SERVICE SINKSTA.STATIONSTCSOUND TRANSMISSION CLASSSTD.STANDARDSTLSTEELSTORSTORAGESTRL.STRUCTURALSUSP.SUSPENDED, SUSPENDT&BTOP AND BOTTOMT>ONGUE & GROOVET.B.TOWEL BART.C.TOP OF CURBT.D.TIE DOWNTEL.TELEPHONETEMP.TEMPORARY, TEMPEREDTHK.THICKTHRES.THRESHOLDT.O.P.TOP OF PLATET.O.S.TOP OF SLABT.O.W.TOP OF WALLTPDTOILET PAPER DISPENSERTRNSF.TRANSFORMERTRD.TREADTYP.TYPICALU.B.C.UNIFORM BUILDING CODEULUNDERWRITERS' LABORATORIESU.O.N.UNLESS OTHERWISE NOTEDUTIL.UTILITYV.C.T.VINYL COMPOSITION TILEVENT.VENTILATIONVERT.VERTICALV.I.F.VERIFY IN THE FIELDW.WEST, WIDEW/WITHW/OWITHOUTW.C.WATER CLOSETWD.WOODWDW.WINDOWW.H.WATER HEATERW.M.WATER METERWP.WATERPROOFW.PT.WORKING POINTW.R.B.WATER RESISTANT BARRIERWSCT.WAINSCOTWT.WEIGHTWTR.WATER&ANDLANGLE@AT#POUND OR NUMBERdPENNYTHESE STANDARD PLANS WERE PREPARED BY OPENSCOPE STUDIO INC. FOR THE HOUSING ENDOWMENT AND REGIONAL TRUST (HEART) OF SAN MATEO COUNTY AS PART OF A GRANT-FUNDED INITIATIVE TO INCREASE THE AVAILABILITY OF AFFORDABLE, SUSTAINABLE HOUSING TO THE RESIDENTS OF SAN MATEO COUNTY. BY USING THESE STANDARD PLANS, THE USER AGREES TO RELEASE HEART OF SAN MATEO, OPENSCOPE SCOPE STUDIO INC, AND THE COUNTY OF SAN MATEO FROM ANY AND ALL CLAIMS, LIABILITIES, SUITS, AND DEMANDS ON ACCOUNT OF ANY INJURY, DAMAGE, OR LOSS TO PERSONS OR PROPERTY, INCLUDING INJURY OR DEATH, OR ECONOMIC LOSSES, ARISING OUT OF THE USE OF THESE CONSTRUCTION DOCUMENTS. THE USE OF THESE PLANS DOES NOT ELIMINATE OR REDUCE THE USER'S RESPONSIBILITY TO VERIFY ANY AND ALL INFORMATION.1. ALL WORK SHALL BE PERFORMED BY LICENSED & INSURED CONTRACTOR.2. THE CONTRACTOR IS RESPONSIBLE FOR MEANS, METHODS, AND TECHNIQUES FOR CONSTRUCTION; AND THE GENERAL CONTRACTOR & EACH SUB-CONTRACTOR IS RESPONSIBLE FOR JOB-SITE SAFETY.3. ALL MATERIALS & EQUIPMENT ARE TO BE INSTALLED IN ACCORDANCE WITH LOCAL REGULATIONS, THE DESIGN INTENT CONVEYED IN THESE DOCUMENTS, AND MANUFACTURERS' INSTALLATION INSTRUCTIONS.4. IN USING THESE PLANS FOR BIDDING OR CONSTRUCTION PURPOSES, ALL CONTRACTORS ARE REQUIRED TO REVIEW AND TREAT THEM AS A WHOLE IN ORDER TO IDENTIFY ALL REQUIREMENTS THAT DIRECTLY OR INDIRECTLY AFFECT THEIR PORTION OF THE WORK; EVEN REQUIREMENTS LOCATED IN SECTIONS DESIGNATED AS APPLICABLE TO OTHER TRADES. IN CASE OF CONFLICTS, THE AFFECTED CONTRACTOR IS REQUIRED TO EITHER OBTAIN DIRECTION FROM AN APPROPRIATE REPRESENTATIVE OF THE OWNER, OR OTHERWISE APPLY THE MORE STRINGENT LOCATIONS.5. THESE PLANS ARE INTENDED TO SET FORTH THE REQUIREMENTS FOR CONSTRUCTION IN ONLY AN INDUSTRY-STANDARD LEVEL OF QUALITY AND DETAIL; AND THEY ARE INTENDED TO BE SUPPLEMENTED BY APPROPRIATE REQUESTS FOR CLARIFICATION AND INFORMATION. CONTRACTORS ARE REQUIRED TO REVIEW THESE PLANS FOR ERRORS AND OMISSIONS, AND BRING THESE TO THE ATTENTION OF AN APPROPRIATE OWNER REPRESENTATIVE IN A TIMELY MANNER; AND ANY CONTRACTOR WHO FAILS TO DO SO BEFORE BIDDING OR OTHERWISE PROCEEDING ASSUMES THE RISK OF ANY CONSEQUENCES. CONTRACTORS PROCEED AT THEIR OWN RISK IF THEY FAIL TO VERIFY FIELD MEASURE DIMENSIONS BEFORE PROCEEDING WITH ANY AFFECTED PROCUREMENT, FABRICATION, OR CONSTRUCTION. SCHEMATIC PLANS ARE INTENDED ONLY TO DEMONSTRATE THE RELATIONSHIP AMONG COMPONENT PARTS, AND NOT TO DEPICT SPECIFIC LOCATIONS.6. THE GENERAL CONTRACTOR SHALL VERIFY AND ASSUME RESPONSIBILITY FOR ALL DIMENSIONS AND SITE CONDITIONS. THE GENERAL CONTRACTOR SHALL INSPECT THE EXISTING PREMISES AND TAKE NOTE OF EXISTING CONDITIONS PRIOR TO SUBMITTING PRICES. NO CLAIM SHALL BE ALLOWED FOR DIFFICULTIES ENCOUNTERED WHICH COULD HAVE REASONABLY BEEN INFERRED FROM SUCH AN EXAMINATION.7. CONTRACTOR SHALL BE RESPONSIBLE FOR COORDINATION BETWEEN ARCHITECTURAL, STRUCTURAL, MECHANICAL, PLUMBING, & ELECTRICAL SYSTEMS. THIS INCLUDES REVIEWING REQUIREMENTS OF INDIVIDUAL SYSTEMS BEFORE ORDERING AND INSTALLATION OF ANY WORK. VERIFY ALL ARCHITECTURAL DETAILS AND ALL FINISH CONDITIONS (WHETHER DEPICTED IN DRAWINGS OR NOT) WITH SAME DISCIPLINES.8. DO NOT SCALE DRAWINGS. WRITTEN DIMENSIONS GOVERN. ALL CLEAR DIMENSIONS ARE NOT TO BE ADJUSTED WITHOUT APPROVAL OF THE OWNER & BUILDING INSPECTOR. WHEN SHOWN IN PLAN, ALL DIMENSIONS ARE TO FACE OF STUD, CONCRETE, CENTERLINE OF COLUMNS, OR CENTERLINE OF WALL ASSEMBLIES, UNLESS OTHERWISE NOTED. WHEN SHOWN IN SECTION OR ELEVATION, ALL DIMENSIONS ARE TO TOP OF PLATE, TOP OF CONCRETE, OR TOP OF CEMENT-BASED UNDERLAYMENT UNLESS OTHERWISE NOTED.9. DETAILS SHOWN ARE TYPICAL; SIMILAR DETAILS APPLY IN SIMILAR CONDITIONS.10. THE CONTRACTOR SHALL BE RESPONSIBLE FOR APPLYING AND OBTAINING ALL REQUIRED INSPECTIONS TO CONFORM WITH LOCAL BUILDING AND FIRE CODES.11. PROVIDE AND INSTALL 2x FLAT WOOD BLOCKING OR 16 GA METAL STRAPPING FOR ALL BATH ACCESSORIES, HANDRAILS, CABINETS, TOWEL BARS, WALL MOUNTED FIXTURES AND ANY OTHER ITEMS ATTACHED TO WALLS.12. ALL CHANGES IN FLOOR MATERIALS OCCUR AT CENTERLINE OF DOOR OR FRAMED OPENINGS UNLESS OTHERWISE INDICATED ON THE DRAWINGS.13. INSTALL ALL FIXTURES, EQUIPMENT, AND MATERIALS PER MANUFACTURER'S RECOMMENDATIONS AND THE REQUIREMENTS OF THE CODES. ALL APPLIANCES, FIXTURES, AND EQUIPMENT ASSOCIATED WITH PLUMBING, ELECTRICAL, AND MECHANICAL SYSTEMS SHALL BE LISTED BY A NATIONALLY RECOGNIZED AND APPROVED AGENCY.14. VERIFY CLEARANCES FOR VENTS, CHASES, SOFFITS, FIXTURES, ETC., BEFORE ANY CONSTRUCTION, ORDERING OF, OR INSTALLATION OF ANY ITEM OF WORK.15. PROVIDE FIRE-BLOCKING & DRAFTSTOPPING AT ALL CONCEALED DRAFT OPENINGS (VERTICAL & HORIZONTAL) AS REQUIRED PER APPLICABLE CODES.16. MECHANICAL, PLUMBING, ELECTRICAL, AND OTHER PENETRATIONS OF FLOORS, WALLS, AND CEILINGS SHALL BE SEALED AIRTIGHT WITH ACOUSTICAL SEALANT.17. ALL EXTERIOR DOORS AND WINDOWS ARE TO BE WEATHERSTRIPPED PER TITLE 24 REQUIREMENTS.A112WINDOW TAGDOOR TAG1REVISION CALLOUT TAG DWG. # SHT. # PROPERTY LINE CENTER LINE ALIGN ALIGN FACES A1011SIMGENERIC TAG1iMARKPROVIDE THE NAME, ADDRESS, PHONE NUMBER, AND EMAIL FOR THE OWNER, CONTRACTOR, ARCHITECT, ENGINEER(S) AND OTHER PROFESSIONALS RESPONSIBLE FOR THE PROJECTPROJECT DESCRIPTIONTHE SCOPE OF THE WORK IS TO ADD A NEW FREE-STANDING ACCESSORY DWELLING UNITS TO THE REAR YARD OF THE PROJECT ADDRESS.PROJECT ADDRESS: _PARCELS (BLOCK / LOT): _PARCEL AREA: _______ SQUARE FEET, USE AREA FROM LOCAL PARCEL MAPS EXISTING BUILDING AREA: _______ SQUARE FEET, USE AREA FROM LOCAL PARCEL MAPS STORIES & BUILDING HEIGHT: 1 STORYACCESSORY DWELLING UNIT WILL BE LESS THAN 16' HIGHBUILDING USE / OCCUPANCY GROUPR-3NEW RESIDENTIAL SQ. FOOTAGE: _______ SQUARE FEET, GROSS BUILDING AREASPRINKLERS:<DESCRIBE THE PROPOSED FIRE SPRINKLER SYSTEM, IF REQUIRED>INSERT A SCREEN SHOT OF THE AREA FROM AN ONLINE MAP PROVIDER, SUCH AS GOOGLE.LOCATE & IDENTIFY THE PROJECT ADDRESS AND LOCATION ON THE MAPSCALEISSUE DATEPROJECTPRINTEDBY USING THESE STANDARD PLANS, THE USER AGREES TO RELEASE OPENSCOPE STUDIO, HEART OF SAN MATEO, AND THE COUNTY OF SAN MATEO FROM ANY AND ALL CLAIMS, LIABILITIES, SUITS, AND DEMANDS ON ACCOUNT OF ANY INJURY, DAMAGE, OR LOSS TO PERSONS OR PROPERTY, INCLUDING INJURY OR DEATH, OR ECONOMIC LOSSES, ARISING OUT OF THE USE OF THESE CONSTRUCTION DOCUMENTS. THE USE OF THESE PLANS DOES NOT ELIMINATE OR REDUCE THE USER'S RESPONSIBILITY TO VERIFY ANY AND ALL INFORMATION.As indicated9/8/2020 11:35:22 AMAD0009/4/2020TITLE SHEETPROJECT ADDRESS1915HEARTGLADUR ADUPROTOTYPESABBREVIATIONSGENERAL NOTESSYMBOLSPROJECT DIRECTORYPROJECT INFORMATIONVICINITY MAP• PROVIDE A SITE PLAN SHOWING THE ENTIRE PROPERTY, INCLUDING PROPERTY LINES AND ALL EXISTING BUILDINGS.• IDENTIFY EXISTING AND PROPOSED UTILITY LINES.• CLEARLY IDENTIFY THE PROPOSED ACCESSORY DWELLING UNIT.• PROVIDE DIMENSIONS FROM THE PROPOSED ADU TO THE PROPERTY LINES AND EXISTING STUCTURES.• INDICATE THE EXIT PATH FROM THE PROPOSED ADU TO THE SIDEWALK.• LABEL THE STREET IN FRONT OF THE PROPERTY.• INDICATE WHICH DIRECTION IS NORTH.SITE PLANSHEET LIST, AD- 2-BEDRMSHEET NUMBER SHEET NAMEAD ARCHITECTURAL - 2-BEDAD00 TITLE SHEETAD11 FLOOR & FOUNDATION PLANSAD12 ROOF PLANSAD20 BUILDING ELEVATIONSAD30 SECTIONSAD40 LIGHTING & ELECTRICALAD41 MECHANICAL & PLUMBINGAD60 DOORS & WINDOWSCOMMON DETAILSDD50 TYPICAL DETAILSDD51 TYPICAL DETAILSSTRUCTURALS-1.0 STRUCTURAL NOTESS-1.1 STRUCTURAL APPLICATIONSS-2.0 STRUCTURAL PLANSS-3.0 TYPICAL FOUNDATION DETAILSS-3.1 RAISED FLOOR FOUNDATION DETAILSS-3.2 TYPICAL FRAMING DETAILS (1)S-3.3 TYPICAL FRAMING DETAILS (2)S-3.4 SHEER WALL DETAILSSHEET COUNT: 18OWNER PROVIDED SECTIONOWNER PROVIDED SECTIONOWNER PROVIDED SECTIONOWNER PROVIDED SECTIONREVISIONSNO. DATE. WHSHOWER OR BATHTUBCONC. PADUTILITIES16'-0"40'-0"27'-0"SETBACK4'-0" MIN.SETBACK4'-0" MIN.25'-6"14'-6"3'-0"3'-2"DS4'-0"ON-GRADE DECK4'-4"5'-0" 4'-6" 6'-9"9'-6"1'-8"6'-4" 12'-3"6'-4" 10'-6"AD20A2AD20A3AD20A4A2AD30A1AD3014'-0"2'-6"3'-0"4'-0"ATTIC ACCESS; MIN. 22"x30" R.O.3'-2"LIVING ROOMKITCHEN BATHROOMBEDROOMCLOSETCLOSETBEDROOMW/DD2L1D2C1C1D2E2S2S1LANDING WITH MIN 36" DEPTH AND A MAXIMUM OF 1-1/2" LOWER THAN TOP OF DOOR THRESHOLDPARTIAL HEIGHT WALL, 3'-4" A.F.F7'-0"OPTIONAL PV PANEL BATTERIES W/ ENCLOSURECONC. FOUNDATION, TYP.; SEE STRUCT. DWGS.ON-GRADE DECKSLAB ON GRADE; SEE STRUCT. DWGS.MECH. EQUIP PAD;4" THICK REINF. SLAB ON GRADE; VERIFY DIMENSIONS & PLACEMENT40'-0"25'-6"14'-6"16'-0"AD20A2AD20A1AD20A3AD20A4A2AD30A1AD30ON-GRADE DECK40'-0"25'-6"14'-6"16'-0"AD20A2AD20A1AD20A3AD20A4CONC. FOUNDATION, TYP.; SEE STRUCT. DWGS.FLOOR JOISTS; SEE STRUCT. DWGS.MECH. EQUIP PAD;4" THICK REINF. SLAB ON GRADE; VERIFY DIMENSIONS & PLACEMENTCRAWLSPACE W/ RAT SLAB ON VAPOR BARRIER BELOW4AD302019 CBC SECTION 1030EMERGENCY ESCAPE AND RESCUE OPENINGSSHALL COMPLY W/ REQ. FOR RESCUE OPENINGS, AS FOLLOWS:A. MIN. OPENING HEIGHT 24"B. MIN. OPENING WIDTH 20"C. MAX. 44" FROM THE FLOORD. 5.7 SQ. FT. MIN. AREA MAY BE REDUCED TO 5.0 SQ. FT. AT GRADE LEVEL.APPLICABLE CODES:2019 CALIFORNIA RESIDENTIAL CODE2019 CALIFORNIA MECHANICAL CODE2019 CALIFORNIA ELECTRICAL CODE2019 CALIFORNIA PLUMBING CODE2019 CALIFORNIA ENERGY CODE2019 CALIFORNIA FIRE CODECHAPTER 5 - GENERAL BUILDING HEIGHT & AREATABLE 503: OCCUPANCY R-3, CONSTURUCTION TYPE V-BCHAPTER 6 - TYPES OF CONSTRUCTIONTABLE 601:TYPE V-BPRIMARY STRUCTURAL FRAME = 0 HRBEARING WALL - EXTERIOR = 0 HRBEARING WALL - INTERIOR = 0 HRNON-BEARING WALLS - EXTERIOR = PER TABLE 602NON-BEARING WALLS - INTERIOR = 0 HRFLOOR CONSTRUCTION = 0 HRROOF CONSTRUCTION = 0 HRTABLE 602:OCCUPANCY R-3, CONSTRUCTION TYPE V-BEXTERIOR WALLS = 1 HR. W/ FIRE SEPARATION DISTANCE <5'1. EXTERIOR WALLS WITHIN 3 FEET OF PROPERTY LINE (SPRINKLERS) OR 5 FEET OF PROPERTY LINE (WITHOUT SPRINKLERS) REQUIRE 1-HOUR FIRE RATING FOR EXPOSURE TO BOTH SIDES2. PROJECTIONS:A. PROHIBITED WITHIN 2 FEET OF PROPERTY LINEB. 1-HOUR FIRE RATING ON THE UNDERSIDE WITHIN 3FT OF PROPERTY LINE (WITH SPRINKLERS)C. 1-HOUR FIRE RATING ON THE UNDERSIDE WITHIN 5FT OF PROPERTY LINE (WITHOUT SPRINKLERS)3. OPENINGS:A. PROHIBITED WITHIN 3FT OF PROPERTY LINEB. MAXIMUM 25% OF WALL AREA WITHIN 5 FEET OF PROPERTY LINE (WITHOUT SPRINKLERS)4. PENETRATIONS:A. 1-HOUR FIRE-RATED PENETRATIONS OF WALLS WITHIN 3FT OF PROPERTYLINE (SPRINKLERS)B. 1-HOUR FIRE-RATED PENETRATIONS OF WALLS WITHIN 5FT OF PROPERTY LINE (WITHOUT SPRINKLERS)CHAPTER 8 - INTERIOR FINISHESCLASS C: FLAME SPREAD INDEX 76 - 200, SMOKE DEVELOPED INDEX 0 - 450SECTION 803: THE MAXIMUM FLAME-SPREAD CLASS OF FINISH MATERIALS USED ON INTERIOR WALLS AND CEILINGS IN ROOMS AND OTHER ENCLOSED SPACES SHALL BE CLASS C, OR BETTER, PER TABLE 803.9 CHAPTER 10 - EXITING1030 EMERGENCY ESCAPE AND RESCUE OPENINGS SHALL COMPLY W/ REQ. FOR RESCUE OPENINGS, AS FOLLOWS:A. MIN. OPENING HEIGHT 24"B. MIN. OPENING WIDTH 20"C. MAX. 44" MEASURED FROM THE FLOORD. 5.7 SQ. FT. MIN. AREA MAY BE REDUCED TO 5.0 SQ. FT. AT GRADE LEVEL.CHAPTER 12 - INTERIOR ENVIRONMENT1203.1 GENERAL. BUILDINGS SHALL BE PROVIDED WITH NATURAL VENTILATION IN ACCORDANCE WITH SECTION 1203.4, OR MECHANICAL VENTILATION IN ACCORDANCE WITH THE CALIFORNIA MECHANICAL CODE.1203.4 NATURAL VENTILATION. NATURAL VENTILATION OF AN OCCUPIED SPACE SHALL BE THROUGH WINDOWS, DOORS, LOUVERS OR OTHER OPENINGS TO THE OUTDOORS. THE OPERATING MECHANISM FOR SUCH OPENINGS SHALL BE PROVIDED WITH READY ACCESS SO THAT THE OPENINGS ARE READILY CONTROLLABLE BY THE BUILDING OCCUPANTS.1203.4.1 VENTILATION AREA REQUIRED. THE OPENABLE AREA OF THE OPENINGS TO THE OUTDOORS SHALL BE NOT LESS THAN 4 PERCENT OF THE FLOOR AREA BEING VENTILATED.1203.4.1.1 ADJOINING SPACES. WHERE ROOMS AND SPACES WITHOUT OPENINGS TO THE OUTDOORS ARE VENTILATED THROUGH AN ADJOINING ROOM, THE OPENING TO THE ADJOINING ROOM SHALL BE UNOBSTRUCTED AND SHALL HAVE AN AREA OF NOT LESS THAN 8 PERCENT OF THE FLOOR AREA OF THE INTERIOR ROOM OR SPACE, BUT NOT LESS THAN 25 SQUARE FEET. THE OPENABLE AREA OF THE OPENINGS TO THE OUTDOORS SHALL BE BASED ON THE TOTAL FLOOR AREA BEING VENTILATED.1203.4.2.1: NOTE THAT BATHROOMS CONTAINING BATHTUBS, SHOWERS, SPAS, OR SIMILAR FIXTURES REQUIRE MECHANICAL VENTILATION PER THE CALIFORNIA MECHANICAL CODE TABEL 403.71203.4.3: WHERE NATURAL VENTILATION IS TO BE PROVIDED BY OPENINGS ONTO YARDS OR COURTS, THEY MUST COMPLY WITH SECTION 1206.1204.1: INTERIOR SPACES INTENDED FOR HUMAN OCCUPANCY SHALL BE PROVIDED WITH ACTIVE OR PASSIVE SPACE-HEATING SYSTEMS.1205.1 LIGHTING - GENERAL. EVERY SPACE INTENDED FOR HUMAN OCCUPANCY SHALL BE PROVIDED WITH NATURAL LIGHT BY MEANS OF EXTERIOR GLAZED OPENINGS IN ACCORDANCE WITH SECTION 1205.2 OR SHALL BE PROVIDED WITH ARTIFICIAL LIGHT IN ACCORDANCE WITH SECTION 1205.3. EXTERIOR GLAZED OPENINGS SHALL OPEN DIRECTLY ONTO A PUBLIC WAY OR ONTO A YARD OR COURT IN ACCORDANCE WITH SECTION 1206.1205.2.1 ADJOINING SPACES. FOR THE PURPOSE OF NATURAL LIGHTING, ANY ROOM IS PERMITTED TO BE CONSIDERED AS A PORTION OF AN ADJOINING ROOM WHERE ONE-HALF OF THE AREA OF THE COMMON WALL IS OPEN AND UNOBSTRUCTED AND PROVIDES AN OPENING OF NOT LESS THAN ONE-TENTH OF THE FLOOR AREA OF THE INTERIOR ROOM OR 25 SQUARE FEET, WHICHEVER IS GREATER.1208.1: MINIMUM ROOM WIDTHS. HABITABLE SPACES, OTHER THAN A KITCHEN, SHALL BE NOT LESS THAN 7 FEET (2134 MM) IN ANY PLAN DIMENSION. KITCHENS SHALL HAVE A CLEAR PASSAGEWAY OF NOT LESS THAN 3 FEET BETWEEN COUNTER FRONTS AND APPLIANCES OR COUNTER FRONTS AND WALLS.1208.2 MINIMUM CEILING HEIGHTS. OCCUPIABLE SPACES, HABITABLE SPACES AND CORRIDORS SHALL HAVE A CEILING HEIGHT OF NOT LESS THAN 7 FEET 6 INCHES. BATHROOMS, TOILET ROOMS, KITCHENS, STORAGE ROOMS AND LAUNDRY ROOMS SHALL BE PERMITTED TO HAVE A CEILING HEIGHT OF NOT LESS THAN 7 FEET. SECTION 1208 GRANTS EXCEPTIONS FOR BEAMS, SLOPED CEILINGS, FURRED CEILINGS, AND MEZZANINES.1208.3 ROOM AREA. EVERY DWELLING UNIT SHALL HAVE NO FEWER THAN ONE ROOM THAT SHALL HAVE NOT LESS THAN 120 SQUARE FEET OF NET FLOOR AREA. OTHER HABITABLE ROOMS SHALL HAVE A NET FLOOR AREA OF NOT LESS THAN 70 SQUARE FEET. EXCEPTION: KITCHENS ARE NOT REQUIRED TO BE OF A MINIMUM FLOOR AREA.SCALEISSUE DATEPROJECTPRINTEDBY USING THESE STANDARD PLANS, THE USER AGREES TO RELEASE OPENSCOPE STUDIO, HEART OF SAN MATEO, AND THE COUNTY OF SAN MATEO FROM ANY AND ALL CLAIMS, LIABILITIES, SUITS, AND DEMANDS ON ACCOUNT OF ANY INJURY, DAMAGE, OR LOSS TO PERSONS OR PROPERTY, INCLUDING INJURY OR DEATH, OR ECONOMIC LOSSES, ARISING OUT OF THE USE OF THESE CONSTRUCTION DOCUMENTS. THE USE OF THESE PLANS DOES NOT ELIMINATE OR REDUCE THE USER'S RESPONSIBILITY TO VERIFY ANY AND ALL INFORMATION.As indicated9/8/2020 11:35:27 AMAD1109/4/2020FLOOR &FOUNDATIONPLANSPROJECT ADDRESS1915HEARTGLADUR ADUPROTOTYPESNATURAL VENTILATION REQUIREMENTS:MAIN LIVING SPACE4% X 268 S.F. = 10.72 S.F. VENTILATION REQ.63.09 S.F. PROVIDEDBEDROOM4% X 114 S.F. = 4.56 S.F. VENTILATION REQ.14.94 S.F. PROVIDEDBEDROOM4% X 126 S.F. = 5.04 S.F. VENTILATION REQ.42.00 S.F. PROVIDEDNATURAL LIGHT REQUIREMENTS:MAIN LIVING SPACE8% X 268 S.F. = 21.44 S.F. NATURAL LIGHT REQ.88.53 S.F. PROVIDEDBEDROOM8% X 114 S.F. = 9.12 S.F. VENTILATION REQ.14.94 S.F. PROVIDEDBEDROOM8% X 126 S.F. = 10.08 S.F. VENTILATION REQ.48.77 S.F. PROVIDED1/4" = 1'-0"12-BED FLOOR PLAN2-BEDRM (800 GSF)ROOM AREABATHROOM 53 SFBEDROOM 236 SFCLOSET 32 SFKITCHEN 96 SFLIVING ROOM 266 SFW/D 7 SFWH 7 SFNET SQ FT 697 SF1/4" = 1'-0"3FOUNDATION PLAN - SLAB ON GRADE1/4" = 1'-0"4FOUNDATION PLAN - CRAWL SPACEBUILDING CODE NOTESREVISIONSNO. DATE. WH DOWNSPOUT, TYP. GUTTER ROOFING AD20 A2 AD20 A1 AD20 A3 AD20A4 A2 AD30 A1 AD30 PHOTOVOLTAIC PANELS; SYSTEM CONFIGURATION, PANEL COUNT AND LOCATION TO BE CONFIRMED BY INSTALLER 2" / 12"ROOF VENT, TYP.; VERIFY DIMENSION & LAYOUT WALL BELOW 2'-6"1" / 12"OPTIONAL TUBULAR SKYLIGHT; COORD. LOCATION W/ FRAMING & LIGHT FIXTURES AD20 A2 AD20 A1 AD20 A3 AD20A4 A2 AD30 A1 AD30 RIDGE LINE RIDGE LINEDOWNSPOUT, TYP. GUTTER, TYP. ROOFING WALL BELOWTYP.1'-6".PHOTOVOLTAIC PANELS; SYSTEM CONFIGURATION, PANEL COUNT AND LOCATION TO BE CONFIRMED BY INSTALLER 4" / 12"4" / 12"4" / 12"4" / 12" ROOF VENT, TYP.; VERIFY DIMENSION & LAYOUT VALLEY FLASHING OPTIONAL TUBULAR SKYLIGHT; COORD. LOCATION W/ FRAMING & LIGHT FIXTURES ROOF VENTILATION REQUIREMENTS ENCLOSED ATTICS AND ENCLOSED RAFTERS SPACES FORMED WHERE CEILINGS ARE APPLIED DIRECTLY TO THE UNDERSIDE OF ROOF RAFTERS SHALL HAVE CROSS VENTILATION FOR EACH SEPARATE SPACE BY VENTILATING OPENINGS: 1. PROTECTED AGAINST THE ENTRANCE OF RAIN OR SNOW; 2. SHALL HAVE DIMENSION OF AT LEAST 1/16 INCH MINIMUM AND ¼ INCH MAXIMUM; 3. DIMENSION LARGER THAN ¼ INCH SHALL BE PROVIDED WITH CORROSION-RESISTANT WIRE CLOTH SCREENING, HARDWARE CLOTH, OR SIMILAR MATERIAL WITH OPENINGS HAVING A LEAST DIMENSION OF 1/16 INCH MINIMUM AND ¼ INCH MAXIMUM. 4. OPENINGS IN ROOF FRAMINGS MUST CONFORM TO THE REQUIREMENTS OF SECTION R802.7 IN THE 2019 CRC (CUTTING AND NOTCHING STRUCTURAL ROOF MEMBERS). MINIMUM AREA (R806.2) THE MINIMUM NET FREE VENTILATION AREA SHALL BE 1/150 OF THE AREA OF THE VENTED SPACE. EXCEPTION : THE MINIMUM NET FREE VENTILATION AREA SHALL BE 1/300 OF THE VENTED SPACE PROVIDED NO LESS THAN 40% AND NOT MORE THAN 50% OF THE REQUIRED VENTILATING AREA IS PROVIDED BY VENTILATORS LOCATED IN THE UPPER PORTION OF THE ATTIC OR RAFTER SPACE. UPPER VENTILATORS SHALL BE LOCATED NO MORE THAN 3 FEET BELOW THE RIDGE OR HIGHEST POINT OF THE SPACE, MEASURED VERTICALLY. THE BALANCE OF THE REQUIRED VENTILATION PROVIDED SHALL BE LOCATED IN THE BOTTOM ONE-THIRD OF THE ATTIC SPACE. WHERE THE LOCATION OF WALL OR ROOF FRAMING MEMBERS CONFLICTS WITH THE INSTALLATION OF UPPER VENTILATORS, INSTALLATION MORE THAN 3 FEET BELOW THE RIDGE OR HIGHEST POINT OF THE SPACE SHALL BE PERMITTED. VENT AND INSULATION CLEARANCE (R806.3) WHERE EAVE OR CORNICE VENTS ARE INSTALLED, BLOCKING, BRIDGING AND INSULATION SHALL NOT BLOCK THE FREE FLOW OF AIR. NO LESS THAN A 1-INCH SPACE SHALL BE PROVIDED BETWEEN THE INSULATION AND THE ROOF SHEATHING AND AT THE LOCATION OF THE VENT. ATTIC ACCESS (R807) BUILDINGS WITH COMBUSTIBLE CEILING OR ROOF CONSTRUCTION SHALL HAVE AN ATTIC ACCESS OPENING TO ATTIC AREAS THAT EXCEED 30 SQUARE FEET AND HAVE VERTICAL HEIGHT OF 30 INCHES OR MORE. VERTICAL HEIGHT MUST BE MEASURED FROM THE TOP OF THE CEILING FRAMING MEMBERS TO THE UNDERSIDE OF THE ROOF FRAMING MEMBERS. ROUGH-FRAMED OPENING OF ATTIC ACCESS: 1. SHALL NOT BE LESS THAN 22-INCHES BY 30-INCHES 2. SHALL BE LOCATED IN HALLWAY OR READILY ACCESSIBLE LOCATION 3. WHEN LOCATED IN A WALL, OPENING SHALL BE MINIMUM OF 22-INCHES WIDE BY 30-INCHES HIGH 4. WHEN LOCATED IN CEILING, MINIMUM UNOBSTRUCTED HEADROOM IN THE ATTIC SPACE SHALL BE 30-INCHES AT SOME POINT ABOVE THE CEILING MEASURED VERTICALLY FROM BOTTOM OF CEILING FRAMING MEMBERS. PLUMBING VENTS WHERE FEASIBLE, COMBINE PLUMBING VENTS IN ATTIC. SEE DETAIL 1/DD51 FOR FLASHING AT ROOF. PHOTOVOLTAIC SYSTEM COORDINATION 1. IDENTIFY AND MAINTAIN MINIMUM 250 S.F. SOLAR ZONE AREA 2. SOLAR ZONE AREA SHALL BE LOCATED BETWEEN 110 AND 270 DEGREES OF TRUE NORTH 3. NO OBSTRUCTIONS, INCLUDING VENTS, CHIMNEYS, SKYLIGHTS, ARCHITECTURAL FEATURES, AND ROOF-MOUNTED EQUIPMENT, SHALL NOT BE LOCATED WITHIN SOLAR ZONE. 4. MAINTAIN 3'-0" MINIMUM FIRE FIGHTER ACCESS ALONG ROOF PERIMETER 5. MAINTAIN 1'-6" SMOKE VENTILATION SETBACK AT RIDGES ON-GRADE DECK LIVING AREA KITCHENBATHROOMBEDROOM W/D CLOSET CLOSET BEDROOM MIRRORED PLAN FOR REFERENCE ONLY. SEE 1/AA11 FOR ANNOTATIONS & DIMENSIONS SCALE ISSUE DATE PROJECT PRINTEDBY USING THESE STANDARD PLANS, THE USER AGREES TO RELEASE OPENSCOPE STUDIO, HEART OF SAN MATEO, AND THE COUNTY OF SAN MATEO FROM ANY AND ALL CLAIMS, LIABILITIES, SUITS, AND DEMANDS ON ACCOUNT OF ANY INJURY, DAMAGE, OR LOSS TO PERSONS OR PROPERTY, INCLUDING INJURY OR DEATH, OR ECONOMIC LOSSES, ARISING OUT OF THE USE OF THESE CONSTRUCTION DOCUMENTS. THE USE OF THESE PLANS DOES NOT ELIMINATE OR REDUCE THE USER'S RESPONSIBILITY TO VERIFY ANY AND ALL INFORMATION.As indicated 9/8/2020 5:37:24 PMAD12 09/4/2020 ROOF PLANS PROJECT ADDRESS 1915HEART GLADUR ADU PROTOTYPES 1/4" = 1'-0"AROOF PLAN 1/4" = 1'-0"BROOF FRAMING PLAN ATTIC VENTILATION CALCULATION OPTION 1: VENTILATED ATTIC AREA = 975 SF ÷ 150 = ~6.5 SF REQUIRED VENTILATION (~950 SQ IN) OPTION 2: VENTILATED ATTIC AREA = 975 SF ÷ 300 = ~3.3 SF REQUIRED HIGH-LOW VENTILATION (~475 SQ IN) LOW VENTS: 1.65 SF (238 SQ IN) OF VENTILATION AT EAVES, CORNICE AND/OR LOWER 1/3 OF THE ROOF HIGH VENTS: 1.65 SF (238 SQ IN) OF VENTILATION AT GABLE, RIDGE, AND/OR TOP 3' OF ROOF VERIFY NET FREE AREA PROVIDED BASED ON INSTALLED VENT COUNT, LAYOUT DIMENSIONS ROOF & ATTIC NOTES REVISIONS NO. DATE. 1/8" = 1'-0"12-BEDRM MIRRORED PLAN 2-BED - STYLE A - MIRRORED ROOF PLAN FOR REFERENCE 1/8” = 1’-0” MIRRORED ROOF PLAN - STYLE A 3 2-BED - STYLE B - MIRRORED ROOF PLAN FOR REFERENCE 1/8” = 1’-0” MIRRORED ROOF PLAN - STYLE B 4 B1 AD30 GRADE, VARIES HORIZONTAL SIDING B1B1 B2B2 DECORATIVE WOOD TRIM B4 A1 AD30 HORIZONTAL SIDING GRADE, VARIES EXTERIOR LIGHT FIXTURE, TYP. WOOD FASCIA A9A8 A7 GUTTER A2 AD30 GRADE, VARIES HORIZONTAL SIDING WOOD FASCIA A1 AD30 GUTTER HORIZONTAL SIDING, TYP. GRADE, VARIES ROOFING MECH. EQUIP ON CONC. PAD DOWNSPOUT, TYP. PV PANELS; SYSTEM CONFIGURATION, PANEL COUNT AND LOCATION TO BE CONFIRMED BY INSTALLER A1A1A6A5 ROOF VENT 7'-0"B1 AD30 HORIZONTAL SIDING GRADE, VARIES MECH. EQUIP ON CONC. PAD B12 B11 B10 B10 7'-0" TYP.B2 AD30 GRADE, VARIES HORIZONTAL SIDING DECORATIVE WOOD TRIM A2 AD30 HORIZONTAL SIDING GRADE, VARIES MECH. EQUIP ON CONC. PAD WOOD FASCIA A5 GUTTER B2 AD30 HORIZONTAL SIDING MECH. EQUIP. ON CONC. PAD B1 DECORATIVE WOOD TRIM SCALE ISSUE DATE PROJECT PRINTEDBY USING THESE STANDARD PLANS, THE USER AGREES TO RELEASE OPENSCOPE STUDIO, HEART OF SAN MATEO, AND THE COUNTY OF SAN MATEO FROM ANY AND ALL CLAIMS, LIABILITIES, SUITS, AND DEMANDS ON ACCOUNT OF ANY INJURY, DAMAGE, OR LOSS TO PERSONS OR PROPERTY, INCLUDING INJURY OR DEATH, OR ECONOMIC LOSSES, ARISING OUT OF THE USE OF THESE CONSTRUCTION DOCUMENTS. THE USE OF THESE PLANS DOES NOT ELIMINATE OR REDUCE THE USER'S RESPONSIBILITY TO VERIFY ANY AND ALL INFORMATION.1/4" = 1'-0"9/8/2020 11:35:30 AMAD20 09/4/2020 BUILDING ELEVATIONS PROJECT ADDRESS 1915HEART GLADUR ADU PROTOTYPES 1/4" = 1'-0"B1 2-BEDRM - STYLE B - NORTH 1/4" = 1'-0"A1 2-BEDRM - STYLE A - NORTH1/4" = 1'-0"A2 2-BEDRM - STYLE A - WEST 1/4" = 1'-0"A3 2-BEDRM - STYLE A - SOUTH 1/4" = 1'-0"B3 2-BEDRM - STYLE B - SOUTH 1/4" = 1'-0"B2 2-BEDRM - STYLE B - WEST 1/4" = 1'-0"A4 2-BEDRM - STYLE A - EAST 1/4" = 1'-0"B4 2-BEDRM - STYLE B - EAST REVISIONS NO. DATE. 2-BED - STYLE B - MIRRORED ELEVATIONS FOR REFERENCE 1/8” = 1’-0” 2-BED - STYLE A - MIRRORED ELEVATIONS FOR REFERENCE 1/8” = 1’-0” ABV.ABOVEA/CAIR CONDITIONINGACOUSTACOUSTICALACTACOUSTICAL TILEA.D.AREA DRAINADAAMERICANS WITH DISABILITIES ACTADDL.ADDITIONALADJ.ADJUSTABLEA.F.F.ABOVE FINISHED FLOORAIAAMERICAN INSTITUTE OF ARCHITECTSALUM.ALUMINUMALT.ALTERNATEANOD.ANODIZEDAPPROX.APPROXIMATEARCH.ARCHITECTURALASSM.ASSEMBLYBD.BOARDB/TBETWEENBEV.BEVELBLDG.BUILDINGBLK.BLOCKBLKG.BLOCKINGBM.BEAMBOT.BOTTOMBRKT.BRACKETB.U.R.BUILT-UP ROOFB.W.BOTTOM OF WALLCAB.CABINETCB.CIRCUIT BREAKERC.B.CATCH BASINCBCCALIFORNIA BUILDING CODECEM.CEMENTCER.CERAMICC.I.CAST IRONCJCONTROL JOINTC.L.CENTERLINECLG.CEILINGCLKG.CAULKINGCLO.CLOSETCLR.CLEARCOCLEANOUTCOL.COLUMNCOMBCOMBINATIONCONCCONCRETECONNCONNECTIONCONSTRCONSTRUCTIONCONTCONTINUOUSCONTRCONTRACTORCORRCORRIDOR,CSCOUNTERSINKCTCERAMIC TILECTSKCOUNTERSUNKCWCOLD WATERD.DRAINDBL.DOUBLEDEMO.DEMOLISHDEPT.DEPARTMENTDET.DETAIL(S)D.F.DOUGLAS FIRDIADIAMETERDIAGDIAGONALDIMDIMENSIONDISPDISPENSERDNDOWND.O.DOOR OPENINGDRDOORDSDOWNSPOUTDWGDRAWINGDWRDRAWER(E)EXISTINGE.EASTEA.EACHE.B.EXPANSION BOLTE.J.EXPANSION JOINTEL.ELEVATIONELEC.ELECTRICALEMER.EMERGENCYENCLENCLOSUREE.P.ELECTRICAL PANELBOARDEQEQUALEQUIP.EQUIPMENTEXH.EXHAUSTEXPO.EXPOSEDEXST.EXISTINGEXT.EXTERIORF.A.FIRE ALARMFAB.FABRICATEFARFLOOR AREA RATIOF.B.FLAT BARF.D.FLOOR DRAINFDN.FOUNDATIONF.E.FIRE EXTINGUISHERF.E.C.FIRE EXTINGUISHER CABINETF.F.FINISHED FLOORF.G.FIXED GLAZINGF.H.C.FIRE HOSE CABINETFIN.FINISHFIN.GR.FINISH GRADEFIXT.FIXTUREFL.FLOOR(ING)FLASH.FLASHINGFLUOR.FLUORESCENTF.O.CFACE OF CONCRETEF.O.FFACE OF FINISHF.O.SFACE OF STUDSF.O.T.FACE OF TREADSFT.FOOT, FEETFTG.FOOTINGFURR.FURRINGFUT.FUTUREG.GASGA.GAUGEGALV.GALVANIZEDG.B.GRAB BARGCGENERAL CONTRACTORG.D.GUTTER DRAING.I.GALVANIZED IRON (STEEL)GL.GLASSGLB.GLUE-LAM BEAMGND.GROUNDGR.GRADEGSM.GALVANIZED SHEET METALGYP.GYPSUMGWB.GYPSUM WALL BOARDHHOSE, HIGHH.B.HOSE BIBH.C.HOLLOW COREHD.HEADHDR.HEADERHDWD.HARDWOODHDWE.HARDWAREH.M.HOLLOW METALHNDRL.HANDRAILHORIZ.HORIZONTALHR.HOURHTHEIGHTHVACHEATING, VENTILATING & A/CHWHOT WATERI.D.INSIDE DIAMETER (DIMENSION)I.F.INSIDE FACEININCHINFOINFORMATIONINSULINSULATIONINT.INTERIORJ.JOISTJH.JOIST HANGERJT.JOINTKIT.KITCHENK.O.KNOCKOUTKPL.KICKPLATELAD.LADDERLAM.LAMINATELAV.LAVATORYLKR.LOCKERLT.LIGHTLTG.LIGHTINGMATL.MATERIALMAX.MAXIMUMM.B.MACHINE BOLTM.C.MEDICINE CABINETMECH.MECHANICALMEMB.MEMBRANEMEZZ.MEZZANINEMFR.MANUFACTURERMIN.MINIMUMMIR.MIRRORMIR.S.MIRROR & SHELFMISC.MISCELLANEOUSMTD.MOUNTEDMTL.METALMULMULLION(N)NEWN.NORTHN.I.C.NOT IN CONTRACTNO. / #NUMBERNOM.NOMINALNTSNOT TO SCALEO/OVER / ONO.C.ON CENTERO.D.OUTSIDE DIAMETER (DIMENSION)O.L.F.OCCUPANT LOAD FACTOROPNGOPENINGOPP.OPPOSITEOHOPPOSITE HANDOVHD.OVERHEADP. LAM.PLASTIC LAMINATEPAR.PARALLELP.D.PERFORATED DRAINPERF.PERFORATEDP.G.PAINT GRADEP.H.PHILLIP’S HEADPL.PLATEPLUMB.PLUMBINGPLYWD.PLYWOODPNTD.PAINTEDPR.PAIRPREFAB.PREFABRICATEDPSIPOUNDS PER SQUARE INCHPT.POINTP.T.D.PAPER TOWEL DISPENSERPTN.PARTITIONPTRPAPER TOWEL RECEPTACLEPVCPOLYVINYL CHLORIDEPVMT.PAVEMENTQTY.QUANTITYR.RISERR.A.RETURN AIRRAD.RADIUSR.B.RESILIENT BASER.C.ROUGH CONCRETERCPREFLECTED CEILING PLANREBARREINFORCING BARREC.RECESSEDREF.REFERENCEREINF.REINFORCEDREQD.REQUIREDREV.REVISIONRGTR.REGISTERRMROOMRND.ROUNDR.O.ROUGH OPENINGR.O.W.RIGHT OF WAYR.W.L.RAIN WATER LEADERS.SOUTHSAN.SANITARYSASMSELF-ADHERING SHEET MEMB.S.C.SOLID CORESCHED.SCHEDULESECTSECTIONSEL.SELECTSFSQUARE FOOTS.G.STAIN GRADESHT.SHEETSHTHG.SHEATHINGSIM.SIMILARSL.SLIDINGSLNT.SEALANTS.M.S.SHEET METAL SCREWSPEC.SPECIFICATION(S)SQ.SQUARESSDSEE STRUCTURAL DRAWINGSSST.STAINLESS STEELS.SK.SERVICE SINKSTA.STATIONSTCSOUND TRANSMISSION CLASSSTD.STANDARDSTLSTEELSTORSTORAGESTRL.STRUCTURALSUSP.SUSPENDED, SUSPENDT&BTOP AND BOTTOMT>ONGUE & GROOVET.B.TOWEL BART.C.TOP OF CURBT.D.TIE DOWNTEL.TELEPHONETEMP.TEMPORARY, TEMPEREDTHK.THICKTHRES.THRESHOLDT.O.P.TOP OF PLATET.O.S.TOP OF SLABT.O.W.TOP OF WALLTPDTOILET PAPER DISPENSERTRNSF.TRANSFORMERTRD.TREADTYP.TYPICALU.B.C.UNIFORM BUILDING CODEULUNDERWRITERS' LABORATORIESU.O.N.UNLESS OTHERWISE NOTEDUTIL.UTILITYV.C.T.VINYL COMPOSITION TILEVENT.VENTILATIONVERT.VERTICALV.I.F.VERIFY IN THE FIELDW.WEST, WIDEW/WITHW/OWITHOUTW.C.WATER CLOSETWD.WOODWDW.WINDOWW.H.WATER HEATERW.M.WATER METERWP.WATERPROOFW.PT.WORKING POINTW.R.B.WATER RESISTANT BARRIERWSCT.WAINSCOTWT.WEIGHTWTR.WATER&ANDLANGLE@AT#POUND OR NUMBERdPENNYTHESE STANDARD PLANS WERE PREPARED BY OPENSCOPE STUDIO INC. FOR THE HOUSING ENDOWMENT AND REGIONAL TRUST (HEART) OF SAN MATEO COUNTY AS PART OF A GRANT-FUNDED INITIATIVE TO INCREASE THE AVAILABILITY OF AFFORDABLE, SUSTAINABLE HOUSING TO THE RESIDENTS OF SAN MATEO COUNTY. BY USING THESE STANDARD PLANS, THE USER AGREES TO RELEASE HEART OF SAN MATEO, OPENSCOPE SCOPE STUDIO INC, AND THE COUNTY OF SAN MATEO FROM ANY AND ALL CLAIMS, LIABILITIES, SUITS, AND DEMANDS ON ACCOUNT OF ANY INJURY, DAMAGE, OR LOSS TO PERSONS OR PROPERTY, INCLUDING INJURY OR DEATH, OR ECONOMIC LOSSES, ARISING OUT OF THE USE OF THESE CONSTRUCTION DOCUMENTS. THE USE OF THESE PLANS DOES NOT ELIMINATE OR REDUCE THE USER'S RESPONSIBILITY TO VERIFY ANY AND ALL INFORMATION.1. ALL WORK SHALL BE PERFORMED BY LICENSED & INSURED CONTRACTOR.2. THE CONTRACTOR IS RESPONSIBLE FOR MEANS, METHODS, AND TECHNIQUES FOR CONSTRUCTION; AND THE GENERAL CONTRACTOR & EACH SUB-CONTRACTOR IS RESPONSIBLE FOR JOB-SITE SAFETY.3. ALL MATERIALS & EQUIPMENT ARE TO BE INSTALLED IN ACCORDANCE WITH LOCAL REGULATIONS, THE DESIGN INTENT CONVEYED IN THESE DOCUMENTS, AND MANUFACTURERS' INSTALLATION INSTRUCTIONS.4. IN USING THESE PLANS FOR BIDDING OR CONSTRUCTION PURPOSES, ALL CONTRACTORS ARE REQUIRED TO REVIEW AND TREAT THEM AS A WHOLE IN ORDER TO IDENTIFY ALL REQUIREMENTS THAT DIRECTLY OR INDIRECTLY AFFECT THEIR PORTION OF THE WORK; EVEN REQUIREMENTS LOCATED IN SECTIONS DESIGNATED AS APPLICABLE TO OTHER TRADES. IN CASE OF CONFLICTS, THE AFFECTED CONTRACTOR IS REQUIRED TO EITHER OBTAIN DIRECTION FROM AN APPROPRIATE REPRESENTATIVE OF THE OWNER, OR OTHERWISE APPLY THE MORE STRINGENT LOCATIONS.5. THESE PLANS ARE INTENDED TO SET FORTH THE REQUIREMENTS FOR CONSTRUCTION IN ONLY AN INDUSTRY-STANDARD LEVEL OF QUALITY AND DETAIL; AND THEY ARE INTENDED TO BE SUPPLEMENTED BY APPROPRIATE REQUESTS FOR CLARIFICATION AND INFORMATION. CONTRACTORS ARE REQUIRED TO REVIEW THESE PLANS FOR ERRORS AND OMISSIONS, AND BRING THESE TO THE ATTENTION OF AN APPROPRIATE OWNER REPRESENTATIVE IN A TIMELY MANNER; AND ANY CONTRACTOR WHO FAILS TO DO SO BEFORE BIDDING OR OTHERWISE PROCEEDING ASSUMES THE RISK OF ANY CONSEQUENCES. CONTRACTORS PROCEED AT THEIR OWN RISK IF THEY FAIL TO VERIFY FIELD MEASURE DIMENSIONS BEFORE PROCEEDING WITH ANY AFFECTED PROCUREMENT, FABRICATION, OR CONSTRUCTION. SCHEMATIC PLANS ARE INTENDED ONLY TO DEMONSTRATE THE RELATIONSHIP AMONG COMPONENT PARTS, AND NOT TO DEPICT SPECIFIC LOCATIONS.6. THE GENERAL CONTRACTOR SHALL VERIFY AND ASSUME RESPONSIBILITY FOR ALL DIMENSIONS AND SITE CONDITIONS. THE GENERAL CONTRACTOR SHALL INSPECT THE EXISTING PREMISES AND TAKE NOTE OF EXISTING CONDITIONS PRIOR TO SUBMITTING PRICES. NO CLAIM SHALL BE ALLOWED FOR DIFFICULTIES ENCOUNTERED WHICH COULD HAVE REASONABLY BEEN INFERRED FROM SUCH AN EXAMINATION.7. CONTRACTOR SHALL BE RESPONSIBLE FOR COORDINATION BETWEEN ARCHITECTURAL, STRUCTURAL, MECHANICAL, PLUMBING, & ELECTRICAL SYSTEMS. THIS INCLUDES REVIEWING REQUIREMENTS OF INDIVIDUAL SYSTEMS BEFORE ORDERING AND INSTALLATION OF ANY WORK. VERIFY ALL ARCHITECTURAL DETAILS AND ALL FINISH CONDITIONS (WHETHER DEPICTED IN DRAWINGS OR NOT) WITH SAME DISCIPLINES.8. DO NOT SCALE DRAWINGS. WRITTEN DIMENSIONS GOVERN. ALL CLEAR DIMENSIONS ARE NOT TO BE ADJUSTED WITHOUT APPROVAL OF THE OWNER & BUILDING INSPECTOR. WHEN SHOWN IN PLAN, ALL DIMENSIONS ARE TO FACE OF STUD, CONCRETE, CENTERLINE OF COLUMNS, OR CENTERLINE OF WALL ASSEMBLIES, UNLESS OTHERWISE NOTED. WHEN SHOWN IN SECTION OR ELEVATION, ALL DIMENSIONS ARE TO TOP OF PLATE, TOP OF CONCRETE, OR TOP OF CEMENT-BASED UNDERLAYMENT UNLESS OTHERWISE NOTED.9. DETAILS SHOWN ARE TYPICAL; SIMILAR DETAILS APPLY IN SIMILAR CONDITIONS.10. THE CONTRACTOR SHALL BE RESPONSIBLE FOR APPLYING AND OBTAINING ALL REQUIRED INSPECTIONS TO CONFORM WITH LOCAL BUILDING AND FIRE CODES.11. PROVIDE AND INSTALL 2x FLAT WOOD BLOCKING OR 16 GA METAL STRAPPING FOR ALL BATH ACCESSORIES, HANDRAILS, CABINETS, TOWEL BARS, WALL MOUNTED FIXTURES AND ANY OTHER ITEMS ATTACHED TO WALLS.12. ALL CHANGES IN FLOOR MATERIALS OCCUR AT CENTERLINE OF DOOR OR FRAMED OPENINGS UNLESS OTHERWISE INDICATED ON THE DRAWINGS.13. INSTALL ALL FIXTURES, EQUIPMENT, AND MATERIALS PER MANUFACTURER'S RECOMMENDATIONS AND THE REQUIREMENTS OF THE CODES. ALL APPLIANCES, FIXTURES, AND EQUIPMENT ASSOCIATED WITH PLUMBING, ELECTRICAL, AND MECHANICAL SYSTEMS SHALL BE LISTED BY A NATIONALLY RECOGNIZED AND APPROVED AGENCY.14. VERIFY CLEARANCES FOR VENTS, CHASES, SOFFITS, FIXTURES, ETC., BEFORE ANY CONSTRUCTION, ORDERING OF, OR INSTALLATION OF ANY ITEM OF WORK.15. PROVIDE FIRE-BLOCKING & DRAFTSTOPPING AT ALL CONCEALED DRAFT OPENINGS (VERTICAL & HORIZONTAL) AS REQUIRED PER APPLICABLE CODES.16. MECHANICAL, PLUMBING, ELECTRICAL, AND OTHER PENETRATIONS OF FLOORS, WALLS, AND CEILINGS SHALL BE SEALED AIRTIGHT WITH ACOUSTICAL SEALANT.17. ALL EXTERIOR DOORS AND WINDOWS ARE TO BE WEATHERSTRIPPED PER TITLE 24 REQUIREMENTS.A112WINDOW TAGDOOR TAG1REVISION CALLOUT TAG DWG. # SHT. # PROPERTY LINE CENTER LINE ALIGN ALIGN FACES A1011SIMGENERIC TAG1iMARKPROVIDE THE NAME, ADDRESS, PHONE NUMBER, AND EMAIL FOR THE OWNER, CONTRACTOR, ARCHITECT, ENGINEER(S) AND OTHER PROFESSIONALS RESPONSIBLE FOR THE PROJECTPROJECT DESCRIPTIONTHE SCOPE OF THE WORK IS TO ADD A NEW FREE-STANDING ACCESSORY DWELLING UNITS TO THE REAR YARD OF THE PROJECT ADDRESS.PROJECT ADDRESS: _PARCELS (BLOCK / LOT): _PARCEL AREA: _______ SQUARE FEET, USE AREA FROM LOCAL PARCEL MAPS EXISTING BUILDING AREA: _______ SQUARE FEET, USE AREA FROM LOCAL PARCEL MAPS STORIES & BUILDING HEIGHT: 1 STORYACCESSORY DWELLING UNIT WILL BE LESS THAN 16' HIGHBUILDING USE / OCCUPANCY GROUPR-3NEW RESIDENTIAL SQ. FOOTAGE: _______ SQUARE FEET, GROSS BUILDING AREASPRINKLERS:<DESCRIBE THE PROPOSED FIRE SPRINKLER SYSTEM, IF REQUIRED>INSERT A SCREEN SHOT OF THE AREA FROM AN ONLINE MAP PROVIDER, SUCH AS GOOGLE.LOCATE & IDENTIFY THE PROJECT ADDRESS AND LOCATION ON THE MAPSCALEISSUE DATEPROJECTPRINTEDBY USING THESE STANDARD PLANS, THE USER AGREES TO RELEASE OPENSCOPE STUDIO, HEART OF SAN MATEO, AND THE COUNTY OF SAN MATEO FROM ANY AND ALL CLAIMS, LIABILITIES, SUITS, AND DEMANDS ON ACCOUNT OF ANY INJURY, DAMAGE, OR LOSS TO PERSONS OR PROPERTY, INCLUDING INJURY OR DEATH, OR ECONOMIC LOSSES, ARISING OUT OF THE USE OF THESE CONSTRUCTION DOCUMENTS. THE USE OF THESE PLANS DOES NOT ELIMINATE OR REDUCE THE USER'S RESPONSIBILITY TO VERIFY ANY AND ALL INFORMATION.As indicated9/8/2020 11:34:57 AMAC0009/4/2020TITLE SHEETPROJECT ADDRESS1915HEARTGLADUR ADUPROTOTYPESABBREVIATIONSGENERAL NOTESSYMBOLSPROJECT DIRECTORYPROJECT INFORMATIONVICINITY MAPOWNER PROVIDED SECTION• PROVIDE A SITE PLAN SHOWING THE ENTIRE PROPERTY, INCLUDING PROPERTY LINES AND ALL EXISTING BUILDINGS.• IDENTIFY EXISTING AND PROPOSED UTILITY LINES.• CLEARLY IDENTIFY THE PROPOSED ACCESSORY DWELLING UNIT.• PROVIDE DIMENSIONS FROM THE PROPOSED ADU TO THE PROPERTY LINES AND EXISTING STUCTURES.• INDICATE THE EXIT PATH FROM THE PROPOSED ADU TO THE SIDEWALK.• LABEL THE STREET IN FRONT OF THE PROPERTY.• INDICATE WHICH DIRECTION IS NORTH.SITE PLANSHEET LIST, AC- 1-BEDRM SQUARE PLANSHEET NUMBER SHEET NAMEAC ARCHITECTURAL 1-BED -SQAC00 TITLE SHEETAC11 FLOOR & FOUNDATION PLANSAC12 ROOF PLANSAC20 BUILDING ELEVATIONSAC30 SECTIONSAC40 LIGHTING & ELECTRICALAC41 MECHANICAL & PLUMBINGAC60 DOORS & WINDOWSCOMMON DETAILSDD50 TYPICAL DETAILSDD51 TYPICAL DETAILSSTRUCTURALS-1.0 STRUCTURAL NOTESS-1.1 STRUCTURAL APPLICATIONSS-2.0 STRUCTURAL PLANSS-3.0 TYPICAL FOUNDATION DETAILSS-3.1 RAISED FLOOR FOUNDATION DETAILSS-3.2 TYPICAL FRAMING DETAILS (1)S-3.3 TYPICAL FRAMING DETAILS (2)S-3.4 SHEER WALL DETAILSSHEET COUNT: 18OWNER PROVIDED SECTIONOWNER PROVIDED SECTIONOWNER PROVIDED SECTIONREVISIONSNO. DATE. WHSHOWER OR BATHTUBCONC. PAD; VERIFY DIMENSION & PLACEMENTUTILITIESW/DON-GRADE DECKDS27'-4"27'-4"SETBACK4'-0" MIN.SETBACK4'-0" MIN.10'-0"2'-6"8'-0"6'-5"3'-9" 7'-5"4'-4"10'-0"3'-2"3'-2"6'-8"10'-10"2'-10"10'-4"8'-4"AC20A1AC20A2AC20A4AC20A3A1AC3014'-6"2'-9"4'-0"EQ EQDSDSDSATTIC ACCESS; MIN. 22"x30" R.O.BATHROOMKITCHENLIVING ROOMBEDROOMCL.CLOSETL1D3D3C1D1C1E2INTERIOR WALL, TYP.; DET. 1/DD50LANDING WITH MIN 36" DEPTH AND A MAXIMUM OF 1-1/2" LOWER THAN TOP OF DOOR THRESHOLDPARTIAL HEIGHT WALL, 3'-4" A.F.FOPTIONAL PV PANEL BATTERIES W/ ENCLOSUREON-GRADE DECK27'-4"27'-4"AC20A1AC20A2AC20A4AC20A3A1AC30CONC. FOUNDATION, TYP.; SEE STRUCT. DWGS.SLAB ON GRADE; SEE STRUCT. DWGS.MECH. EQUIP PAD;4" THICK REINF. SLAB ON GRADE; VERIFY DIMENSIONS & PLACEMENTON-GRADE DECK27'-4"27'-4"AC20A1AC20A2AC20A4AC20A3CONC. FOUNDATION, TYP.; SEE STRUCT. DWGS.FLOOR JOISTS; SEE STRUCT. DWGS.CRAWLSPACE W/ RAT SLAB ON VAPOR BARRIER BELOWMECH. EQUIP PAD;4" THICK REINF. SLAB ON GRADE; VERIFY DIMENSIONS & PLACEMENT2019 CBC SECTION 1030EMERGENCY ESCAPE AND RESCUE OPENINGSSHALL COMPLY W/ REQ. FOR RESCUE OPENINGS, AS FOLLOWS:A. MIN. OPENING HEIGHT 24"B. MIN. OPENING WIDTH 20"C. MAX. 44" FROM THE FLOORD. 5.7 SQ. FT. MIN. AREA MAY BE REDUCED TO 5.0 SQ. FT. AT GRADE LEVEL.APPLICABLE CODES:2019 CALIFORNIA RESIDENTIAL CODE2019 CALIFORNIA MECHANICAL CODE2019 CALIFORNIA ELECTRICAL CODE2019 CALIFORNIA PLUMBING CODE2019 CALIFORNIA ENERGY CODE2019 CALIFORNIA FIRE CODECHAPTER 5 - GENERAL BUILDING HEIGHT & AREATABLE 503: OCCUPANCY R-3, CONSTURUCTION TYPE V-BCHAPTER 6 - TYPES OF CONSTRUCTIONTABLE 601:TYPE V-BPRIMARY STRUCTURAL FRAME = 0 HRBEARING WALL - EXTERIOR = 0 HRBEARING WALL - INTERIOR = 0 HRNON-BEARING WALLS - EXTERIOR = PER TABLE 602NON-BEARING WALLS - INTERIOR = 0 HRFLOOR CONSTRUCTION = 0 HRROOF CONSTRUCTION = 0 HRTABLE 602:OCCUPANCY R-3, CONSTRUCTION TYPE V-BEXTERIOR WALLS = 1 HR. W/ FIRE SEPARATION DISTANCE <5'1. EXTERIOR WALLS WITHIN 3 FEET OF PROPERTY LINE (SPRINKLERS) OR 5 FEET OF PROPERTY LINE (WITHOUT SPRINKLERS) REQUIRE 1-HOUR FIRE RATING FOR EXPOSURE TO BOTH SIDES2. PROJECTIONS:A. PROHIBITED WITHIN 2 FEET OF PROPERTY LINEB. 1-HOUR FIRE RATING ON THE UNDERSIDE WITHIN 3FT OF PROPERTY LINE (WITH SPRINKLERS)C. 1-HOUR FIRE RATING ON THE UNDERSIDE WITHIN 5FT OF PROPERTY LINE (WITHOUT SPRINKLERS)3. OPENINGS:A. PROHIBITED WITHIN 3FT OF PROPERTY LINEB. MAXIMUM 25% OF WALL AREA WITHIN 5 FEET OF PROPERTY LINE (WITHOUT SPRINKLERS)4. PENETRATIONS:A. 1-HOUR FIRE-RATED PENETRATIONS OF WALLS WITHIN 3FT OF PROPERTYLINE (SPRINKLERS)B. 1-HOUR FIRE-RATED PENETRATIONS OF WALLS WITHIN 5FT OF PROPERTY LINE (WITHOUT SPRINKLERS)CHAPTER 8 - INTERIOR FINISHESCLASS C: FLAME SPREAD INDEX 76 - 200, SMOKE DEVELOPED INDEX 0 - 450SECTION 803: THE MAXIMUM FLAME-SPREAD CLASS OF FINISH MATERIALS USED ON INTERIOR WALLS AND CEILINGS IN ROOMS AND OTHER ENCLOSED SPACES SHALL BE CLASS C, OR BETTER, PER TABLE 803.9 CHAPTER 10 - EXITING1030 EMERGENCY ESCAPE AND RESCUE OPENINGS SHALL COMPLY W/ REQ. FOR RESCUE OPENINGS, AS FOLLOWS:A. MIN. OPENING HEIGHT 24"B. MIN. OPENING WIDTH 20"C. MAX. 44" MEASURED FROM THE FLOORD. 5.7 SQ. FT. MIN. AREA MAY BE REDUCED TO 5.0 SQ. FT. AT GRADE LEVEL.CHAPTER 12 - INTERIOR ENVIRONMENT1203.1 GENERAL. BUILDINGS SHALL BE PROVIDED WITH NATURAL VENTILATION IN ACCORDANCE WITH SECTION 1203.4, OR MECHANICAL VENTILATION IN ACCORDANCE WITH THE CALIFORNIA MECHANICAL CODE.1203.4 NATURAL VENTILATION. NATURAL VENTILATION OF AN OCCUPIED SPACE SHALL BE THROUGH WINDOWS, DOORS, LOUVERS OR OTHER OPENINGS TO THE OUTDOORS. THE OPERATING MECHANISM FOR SUCH OPENINGS SHALL BE PROVIDED WITH READY ACCESS SO THAT THE OPENINGS ARE READILY CONTROLLABLE BY THE BUILDING OCCUPANTS.1203.4.1 VENTILATION AREA REQUIRED. THE OPENABLE AREA OF THE OPENINGS TO THE OUTDOORS SHALL BE NOT LESS THAN 4 PERCENT OF THE FLOOR AREA BEING VENTILATED.1203.4.1.1 ADJOINING SPACES. WHERE ROOMS AND SPACES WITHOUT OPENINGS TO THE OUTDOORS ARE VENTILATED THROUGH AN ADJOINING ROOM, THE OPENING TO THE ADJOINING ROOM SHALL BE UNOBSTRUCTED AND SHALL HAVE AN AREA OF NOT LESS THAN 8 PERCENT OF THE FLOOR AREA OF THE INTERIOR ROOM OR SPACE, BUT NOT LESS THAN 25 SQUARE FEET. THE OPENABLE AREA OF THE OPENINGS TO THE OUTDOORS SHALL BE BASED ON THE TOTAL FLOOR AREA BEING VENTILATED.1203.4.2.1: NOTE THAT BATHROOMS CONTAINING BATHTUBS, SHOWERS, SPAS, OR SIMILAR FIXTURES REQUIRE MECHANICAL VENTILATION PER THE CALIFORNIA MECHANICAL CODE TABEL 403.71203.4.3: WHERE NATURAL VENTILATION IS TO BE PROVIDED BY OPENINGS ONTO YARDS OR COURTS, THEY MUST COMPLY WITH SECTION 1206.1204.1: INTERIOR SPACES INTENDED FOR HUMAN OCCUPANCY SHALL BE PROVIDED WITH ACTIVE OR PASSIVE SPACE-HEATING SYSTEMS.1205.1 LIGHTING - GENERAL. EVERY SPACE INTENDED FOR HUMAN OCCUPANCY SHALL BE PROVIDED WITH NATURAL LIGHT BY MEANS OF EXTERIOR GLAZED OPENINGS IN ACCORDANCE WITH SECTION 1205.2 OR SHALL BE PROVIDED WITH ARTIFICIAL LIGHT IN ACCORDANCE WITH SECTION 1205.3. EXTERIOR GLAZED OPENINGS SHALL OPEN DIRECTLY ONTO A PUBLIC WAY OR ONTO A YARD OR COURT IN ACCORDANCE WITH SECTION 1206.1205.2.1 ADJOINING SPACES. FOR THE PURPOSE OF NATURAL LIGHTING, ANY ROOM IS PERMITTED TO BE CONSIDERED AS A PORTION OF AN ADJOINING ROOM WHERE ONE-HALF OF THE AREA OF THE COMMON WALL IS OPEN AND UNOBSTRUCTED AND PROVIDES AN OPENING OF NOT LESS THAN ONE-TENTH OF THE FLOOR AREA OF THE INTERIOR ROOM OR 25 SQUARE FEET, WHICHEVER IS GREATER.1208.1: MINIMUM ROOM WIDTHS. HABITABLE SPACES, OTHER THAN A KITCHEN, SHALL BE NOT LESS THAN 7 FEET (2134 MM) IN ANY PLAN DIMENSION. KITCHENS SHALL HAVE A CLEAR PASSAGEWAY OF NOT LESS THAN 3 FEET BETWEEN COUNTER FRONTS AND APPLIANCES OR COUNTER FRONTS AND WALLS.1208.2 MINIMUM CEILING HEIGHTS. OCCUPIABLE SPACES, HABITABLE SPACES AND CORRIDORS SHALL HAVE A CEILING HEIGHT OF NOT LESS THAN 7 FEET 6 INCHES. BATHROOMS, TOILET ROOMS, KITCHENS, STORAGE ROOMS AND LAUNDRY ROOMS SHALL BE PERMITTED TO HAVE A CEILING HEIGHT OF NOT LESS THAN 7 FEET. SECTION 1208 GRANTS EXCEPTIONS FOR BEAMS, SLOPED CEILINGS, FURRED CEILINGS, AND MEZZANINES.1208.3 ROOM AREA. EVERY DWELLING UNIT SHALL HAVE NO FEWER THAN ONE ROOM THAT SHALL HAVE NOT LESS THAN 120 SQUARE FEET OF NET FLOOR AREA. OTHER HABITABLE ROOMS SHALL HAVE A NET FLOOR AREA OF NOT LESS THAN 70 SQUARE FEET. EXCEPTION: KITCHENS ARE NOT REQUIRED TO BE OF A MINIMUM FLOOR AREA.SCALEISSUE DATEPROJECTPRINTEDBY USING THESE STANDARD PLANS, THE USER AGREES TO RELEASE OPENSCOPE STUDIO, HEART OF SAN MATEO, AND THE COUNTY OF SAN MATEO FROM ANY AND ALL CLAIMS, LIABILITIES, SUITS, AND DEMANDS ON ACCOUNT OF ANY INJURY, DAMAGE, OR LOSS TO PERSONS OR PROPERTY, INCLUDING INJURY OR DEATH, OR ECONOMIC LOSSES, ARISING OUT OF THE USE OF THESE CONSTRUCTION DOCUMENTS. THE USE OF THESE PLANS DOES NOT ELIMINATE OR REDUCE THE USER'S RESPONSIBILITY TO VERIFY ANY AND ALL INFORMATION.As indicated9/8/2020 11:35:06 AMAC1109/4/2020FLOOR &FOUNDATIONPLANSPROJECT ADDRESS1915HEARTGLADUR ADUPROTOTYPESNATURAL VENTILATION REQUIREMENTS:MAIN LIVING SPACE4% X 350 S.F. = 14.00 S.F. VENTILATION REQ.93.44 S.F. PROVIDEDBEDROOM4% X 112 S.F. = 4.48 S.F. VENTILATION REQ.9.26 S.F. PROVIDEDNATURAL LIGHT REQUIREMENTS:MAIN LIVING SPACE8% X 350 S.F. = 28.00 S.F. NATURAL LIGHT REQ.48.44 S.F. PROVIDEDBEDROOM8% X 112 S.F. = 8.96 S.F. VENTILATION REQ.9.26 S.F. PROVIDED1/4" = 1'-0"11-BED PLAN1-BED (745 GSF)ROOM AREABATHROOM 70 SFBEDROOM 122 SFCL. 5 SFCLOSET 22 SFKITCHEN 79 SFLIVING ROOM 338 SFW/D 12 SFWH 6 SFNET SQ FT 654 SF1/4" = 1'-0"3FOUNDATION PLAN - SLAB ON GRADE1/4" = 1'-0"4FOUNDATION PLAN - CRAWL SPACEBUILDING CODE NOTESREVISIONSNO. DATE. WH AC20 A1 AC20 A2 AC20A4 AC20 A3 A1 AC30 DOWNSPOUT, TYP. GUTTER, TYP. ROOFINGRIDGE LINEPHOTOVOLTAIC PANELS; SYSTEM CONFIGURATION, PANEL COUNT AND LOCATION TO BE CONFIRMED BY INSTALLER WALL BELOW ROOF VENT, TYP.; VERIFY DIMENSION & LAYOUT 5" / 12"5" / 12" OPTIONAL TUBULAR SKYLIGHT; COORD. LOCATION W/ FRAMING & LIGHT FIXTURES DOWNSPOUT, TYP. GUTTER, TYP. ROOFING AC20 A1 AC20 A2 AC20A4 AC20 A3 A1 AC30 PHOTOVOLTAIC PANELS; SYSTEM CONFIGURATION, PANEL COUNT AND LOCATION TO BE CONFIRMED BY INSTALLER WALL BELOW ROOF VENT, TYP.; VERIFY DIMENSION & LAYOUTRIDGE LINERIDGE LINERIDGE LINERIDGE LINE2" / 12" 2" / 12"2" / 12"2" / 12"OPTIONAL TUBULAR SKYLIGHT; COORD. LOCATION W/ FRAMING & LIGHT FIXTURES ROOF VENTILATION REQUIREMENTS ENCLOSED ATTICS AND ENCLOSED RAFTERS SPACES FORMED WHERE CEILINGS ARE APPLIED DIRECTLY TO THE UNDERSIDE OF ROOF RAFTERS SHALL HAVE CROSS VENTILATION FOR EACH SEPARATE SPACE BY VENTILATING OPENINGS: 1. PROTECTED AGAINST THE ENTRANCE OF RAIN OR SNOW; 2. SHALL HAVE DIMENSION OF AT LEAST 1/16 INCH MINIMUM AND ¼ INCH MAXIMUM; 3. DIMENSION LARGER THAN ¼ INCH SHALL BE PROVIDED WITH CORROSION-RESISTANT WIRE CLOTH SCREENING, HARDWARE CLOTH, OR SIMILAR MATERIAL WITH OPENINGS HAVING A LEAST DIMENSION OF 1/16 INCH MINIMUM AND ¼ INCH MAXIMUM. 4. OPENINGS IN ROOF FRAMINGS MUST CONFORM TO THE REQUIREMENTS OF SECTION R802.7 IN THE 2019 CRC (CUTTING AND NOTCHING STRUCTURAL ROOF MEMBERS). MINIMUM AREA (R806.2) THE MINIMUM NET FREE VENTILATION AREA SHALL BE 1/150 OF THE AREA OF THE VENTED SPACE. EXCEPTION : THE MINIMUM NET FREE VENTILATION AREA SHALL BE 1/300 OF THE VENTED SPACE PROVIDED NO LESS THAN 40% AND NOT MORE THAN 50% OF THE REQUIRED VENTILATING AREA IS PROVIDED BY VENTILATORS LOCATED IN THE UPPER PORTION OF THE ATTIC OR RAFTER SPACE. UPPER VENTILATORS SHALL BE LOCATED NO MORE THAN 3 FEET BELOW THE RIDGE OR HIGHEST POINT OF THE SPACE, MEASURED VERTICALLY. THE BALANCE OF THE REQUIRED VENTILATION PROVIDED SHALL BE LOCATED IN THE BOTTOM ONE-THIRD OF THE ATTIC SPACE. WHERE THE LOCATION OF WALL OR ROOF FRAMING MEMBERS CONFLICTS WITH THE INSTALLATION OF UPPER VENTILATORS, INSTALLATION MORE THAN 3 FEET BELOW THE RIDGE OR HIGHEST POINT OF THE SPACE SHALL BE PERMITTED. VENT AND INSULATION CLEARANCE (R806.3) WHERE EAVE OR CORNICE VENTS ARE INSTALLED, BLOCKING, BRIDGING AND INSULATION SHALL NOT BLOCK THE FREE FLOW OF AIR. NO LESS THAN A 1-INCH SPACE SHALL BE PROVIDED BETWEEN THE INSULATION AND THE ROOF SHEATHING AND AT THE LOCATION OF THE VENT. ATTIC ACCESS (R807) BUILDINGS WITH COMBUSTIBLE CEILING OR ROOF CONSTRUCTION SHALL HAVE AN ATTIC ACCESS OPENING TO ATTIC AREAS THAT EXCEED 30 SQUARE FEET AND HAVE VERTICAL HEIGHT OF 30 INCHES OR MORE. VERTICAL HEIGHT MUST BE MEASURED FROM THE TOP OF THE CEILING FRAMING MEMBERS TO THE UNDERSIDE OF THE ROOF FRAMING MEMBERS. ROUGH-FRAMED OPENING OF ATTIC ACCESS: 1. SHALL NOT BE LESS THAN 22-INCHES BY 30-INCHES 2. SHALL BE LOCATED IN HALLWAY OR READILY ACCESSIBLE LOCATION 3. WHEN LOCATED IN A WALL, OPENING SHALL BE MINIMUM OF 22-INCHES WIDE BY 30-INCHES HIGH 4. WHEN LOCATED IN CEILING, MINIMUM UNOBSTRUCTED HEADROOM IN THE ATTIC SPACE SHALL BE 30-INCHES AT SOME POINT ABOVE THE CEILING MEASURED VERTICALLY FROM BOTTOM OF CEILING FRAMING MEMBERS. PLUMBING VENTS WHERE FEASIBLE, COMBINE PLUMBING VENTS IN ATTIC. SEE DETAIL 1/DD51 FOR FLASHING AT ROOF. PHOTOVOLTAIC SYSTEM COORDINATION 1. IDENTIFY AND MAINTAIN MINIMUM 250 S.F. SOLAR ZONE AREA 2. SOLAR ZONE AREA SHALL BE LOCATED BETWEEN 110 AND 270 DEGREES OF TRUE NORTH 3. NO OBSTRUCTIONS, INCLUDING VENTS, CHIMNEYS, SKYLIGHTS, ARCHITECTURAL FEATURES, AND ROOF-MOUNTED EQUIPMENT, SHALL NOT BE LOCATED WITHIN SOLAR ZONE. 4. MAINTAIN 3'-0" MINIMUM FIRE FIGHTER ACCESS ALONG ROOF PERIMETER 5. MAINTAIN 1'-6" SMOKE VENTILATION SETBACK AT RIDGES ON-GRADE DECK LIVING AREA KITCHEN BATHROOMBEDROOMW/D CL CL CLOSET MIRRORED PLAN FOR REFERENCE ONLY. SEE 1/AA11 FOR ANNOTATIONS & DIMENSIONS SCALE ISSUE DATE PROJECT PRINTEDBY USING THESE STANDARD PLANS, THE USER AGREES TO RELEASE OPENSCOPE STUDIO, HEART OF SAN MATEO, AND THE COUNTY OF SAN MATEO FROM ANY AND ALL CLAIMS, LIABILITIES, SUITS, AND DEMANDS ON ACCOUNT OF ANY INJURY, DAMAGE, OR LOSS TO PERSONS OR PROPERTY, INCLUDING INJURY OR DEATH, OR ECONOMIC LOSSES, ARISING OUT OF THE USE OF THESE CONSTRUCTION DOCUMENTS. THE USE OF THESE PLANS DOES NOT ELIMINATE OR REDUCE THE USER'S RESPONSIBILITY TO VERIFY ANY AND ALL INFORMATION.As indicated 9/8/2020 5:37:09 PMAC12 09/4/2020 ROOF PLANS PROJECT ADDRESS 1915HEART GLADUR ADU PROTOTYPES 1/4" = 1'-0"B1-BEDRM - STYLE B - ROOF PLAN 1/4" = 1'-0"A1-BEDRM - STYLE A - ROOF PLAN ATTIC VENTILATION CALCULATION OPTION 1: VENTILATED ATTIC AREA = 1000 SF ÷ 150 = ~6.7 SF REQUIRED VENTILATION (~980 SQ IN) OPTION 2: VENTILATED ATTIC AREA = 1000 SF ÷ 300 = ~3.4 SF REQUIRED HIGH-LOW VENTILATION (~490 SQ IN) LOW VENTS: 1.7 SF (245 SQ IN) OF VENTILATION AT EAVES, CORNICE AND/OR LOWER 1/3 OF THE ROOF HIGH VENTS: 1.7 SF (245 SQ IN) OF VENTILATION AT GABLE, RIDGE, AND/OR TOP 3' OF ROOF VERIFY NET FREE AREA PROVIDED BASED ON INSTALLED VENT COUNT, LAYOUT DIMENSIONS ROOF & ATTIC NOTES REVISIONS NO. DATE. 1/8" = 1'-0"11-BEDRM MIRRORED PLAN 1-BED - STYLE A - MIRRORED ROOF PLAN FOR REFERENCE 1/8” = 1’-0” MIRRORED ROOF PLAN - STYLE A 3 1-BED - STYLE B - MIRRORED ROOF PLAN FOR REFERENCE 1/8” = 1’-0” MIRRORED ROOF PLAN - STYLE B 4 B1 AC30 GRADE, VARIES WOOD SIDING, TYP. PHOTOVOLTAIC PANELS, SYSTEM CONFIGURATION, PANEL COUNT AND LOCATION TO BE CONFIRMED BY INSTALLER. B10 B10 B2 AC30 WOOD SIDING, TYP. GRADE, VARIES B1 B1 WOOD FASCIA, TYP. DECORATIVE WOOD TRIM +/- 11'-4"A1 AC30 EDGE OF EXPOSED CONC. SLAB; SEE AA500 FOR DETAILSWOOD SIDING, TYP. GRADE, VARIES ROOFING SIDING, TYP. A9A9 GRADE, VARIES WOOD SIDING, TYP. T&G WOOD SOFFIT SIDING, TYP. PHOTOVOLTAIC PANELS; SYSTEM CONFIGURATION, PANEL COUNT AND LOCATION TO BE CONFIRMED BY INSTALLER. A15A15 A16 WOOD FASCIA, TYP. GUTTER, TYP. A1 AC30 GUTTER STUCCO, TYP. GRADE, VARIES ROOFING EXTERIOR LIGHT A1 A5 7'-2" TYP.SIDING, TYP. GRADE, VARIES MECH. EQUIP ON CONC. PAD WOOD FASCIA, TYP. A13 A13 A1 GUTTER, TYP. B1 AC30 GRADE, VARIES WOOD SIDING, TYP. MECH. EQUIP. ON CONC. PAD B10 B10 B2 AC30 WOOD SIDING, TYP. GRADE, VARIES PHOTOVOLTAIC PANELS, SYSTEM CONFIGURATION, PANEL COUNT AND LOCATION TO BE CONFIRMED BY INSTALLER. B10 B12 SCALE ISSUE DATE PROJECT PRINTEDBY USING THESE STANDARD PLANS, THE USER AGREES TO RELEASE OPENSCOPE STUDIO, HEART OF SAN MATEO, AND THE COUNTY OF SAN MATEO FROM ANY AND ALL CLAIMS, LIABILITIES, SUITS, AND DEMANDS ON ACCOUNT OF ANY INJURY, DAMAGE, OR LOSS TO PERSONS OR PROPERTY, INCLUDING INJURY OR DEATH, OR ECONOMIC LOSSES, ARISING OUT OF THE USE OF THESE CONSTRUCTION DOCUMENTS. THE USE OF THESE PLANS DOES NOT ELIMINATE OR REDUCE THE USER'S RESPONSIBILITY TO VERIFY ANY AND ALL INFORMATION.1/4" = 1'-0"9/8/2020 11:35:09 AMAC20 09/4/2020 BUILDING ELEVATIONS PROJECT ADDRESS 1915HEART GLADUR ADU PROTOTYPES 1/4" = 1'-0"B2 1-BED SQUARE - STYLE B - WEST 1/4" = 1'-0"B1 1-BED SQUARE - STYLE B - NORTH 1/4" = 1'-0"A1 1-BED SQUARE - STYLE A - NORTH1/4" = 1'-0"A2 1-BED SQUARE - STYLE A - WEST 1/4" = 1'-0"A3 1-BED SQUARE - STYLE A - SOUTH 1/4" = 1'-0"A4 1-BED SQUARE - STYLE A - EAST 1/4" = 1'-0"B4 1-BED SQUARE - STYLE B - EAST 1/4" = 1'-0"B3 1-BED SQUARE - STYLE B - SOUTH REVISIONS NO. DATE. 1-BED SQUARE - STYLE B - MIRRORED ELEVATIONS FOR REFERENCE 1/8” = 1’-0” 1-BED SQUARE - STYLE A - MIRRORED ELEVATIONS FOR REFERENCE 1/8” = 1’-0” ABV.ABOVEA/CAIR CONDITIONINGACOUSTACOUSTICALACTACOUSTICAL TILEA.D.AREA DRAINADAAMERICANS WITH DISABILITIES ACTADDL.ADDITIONALADJ.ADJUSTABLEA.F.F.ABOVE FINISHED FLOORAIAAMERICAN INSTITUTE OF ARCHITECTSALUM.ALUMINUMALT.ALTERNATEANOD.ANODIZEDAPPROX.APPROXIMATEARCH.ARCHITECTURALASSM.ASSEMBLYBD.BOARDB/TBETWEENBEV.BEVELBLDG.BUILDINGBLK.BLOCKBLKG.BLOCKINGBM.BEAMBOT.BOTTOMBRKT.BRACKETB.U.R.BUILT-UP ROOFB.W.BOTTOM OF WALLCAB.CABINETCB.CIRCUIT BREAKERC.B.CATCH BASINCBCCALIFORNIA BUILDING CODECEM.CEMENTCER.CERAMICC.I.CAST IRONCJCONTROL JOINTC.L.CENTERLINECLG.CEILINGCLKG.CAULKINGCLO.CLOSETCLR.CLEARCOCLEANOUTCOL.COLUMNCOMBCOMBINATIONCONCCONCRETECONNCONNECTIONCONSTRCONSTRUCTIONCONTCONTINUOUSCONTRCONTRACTORCORRCORRIDOR,CSCOUNTERSINKCTCERAMIC TILECTSKCOUNTERSUNKCWCOLD WATERD.DRAINDBL.DOUBLEDEMO.DEMOLISHDEPT.DEPARTMENTDET.DETAIL(S)D.F.DOUGLAS FIRDIADIAMETERDIAGDIAGONALDIMDIMENSIONDISPDISPENSERDNDOWND.O.DOOR OPENINGDRDOORDSDOWNSPOUTDWGDRAWINGDWRDRAWER(E)EXISTINGE.EASTEA.EACHE.B.EXPANSION BOLTE.J.EXPANSION JOINTEL.ELEVATIONELEC.ELECTRICALEMER.EMERGENCYENCLENCLOSUREE.P.ELECTRICAL PANELBOARDEQEQUALEQUIP.EQUIPMENTEXH.EXHAUSTEXPO.EXPOSEDEXST.EXISTINGEXT.EXTERIORF.A.FIRE ALARMFAB.FABRICATEFARFLOOR AREA RATIOF.B.FLAT BARF.D.FLOOR DRAINFDN.FOUNDATIONF.E.FIRE EXTINGUISHERF.E.C.FIRE EXTINGUISHER CABINETF.F.FINISHED FLOORF.G.FIXED GLAZINGF.H.C.FIRE HOSE CABINETFIN.FINISHFIN.GR.FINISH GRADEFIXT.FIXTUREFL.FLOOR(ING)FLASH.FLASHINGFLUOR.FLUORESCENTF.O.CFACE OF CONCRETEF.O.FFACE OF FINISHF.O.SFACE OF STUDSF.O.T.FACE OF TREADSFT.FOOT, FEETFTG.FOOTINGFURR.FURRINGFUT.FUTUREG.GASGA.GAUGEGALV.GALVANIZEDG.B.GRAB BARGCGENERAL CONTRACTORG.D.GUTTER DRAING.I.GALVANIZED IRON (STEEL)GL.GLASSGLB.GLUE-LAM BEAMGND.GROUNDGR.GRADEGSM.GALVANIZED SHEET METALGYP.GYPSUMGWB.GYPSUM WALL BOARDHHOSE, HIGHH.B.HOSE BIBH.C.HOLLOW COREHD.HEADHDR.HEADERHDWD.HARDWOODHDWE.HARDWAREH.M.HOLLOW METALHNDRL.HANDRAILHORIZ.HORIZONTALHR.HOURHTHEIGHTHVACHEATING, VENTILATING & A/CHWHOT WATERI.D.INSIDE DIAMETER (DIMENSION)I.F.INSIDE FACEININCHINFOINFORMATIONINSULINSULATIONINT.INTERIORJ.JOISTJH.JOIST HANGERJT.JOINTKIT.KITCHENK.O.KNOCKOUTKPL.KICKPLATELAD.LADDERLAM.LAMINATELAV.LAVATORYLKR.LOCKERLT.LIGHTLTG.LIGHTINGMATL.MATERIALMAX.MAXIMUMM.B.MACHINE BOLTM.C.MEDICINE CABINETMECH.MECHANICALMEMB.MEMBRANEMEZZ.MEZZANINEMFR.MANUFACTURERMIN.MINIMUMMIR.MIRRORMIR.S.MIRROR & SHELFMISC.MISCELLANEOUSMTD.MOUNTEDMTL.METALMULMULLION(N)NEWN.NORTHN.I.C.NOT IN CONTRACTNO. / #NUMBERNOM.NOMINALNTSNOT TO SCALEO/OVER / ONO.C.ON CENTERO.D.OUTSIDE DIAMETER (DIMENSION)O.L.F.OCCUPANT LOAD FACTOROPNGOPENINGOPP.OPPOSITEOHOPPOSITE HANDOVHD.OVERHEADP. LAM.PLASTIC LAMINATEPAR.PARALLELP.D.PERFORATED DRAINPERF.PERFORATEDP.G.PAINT GRADEP.H.PHILLIP’S HEADPL.PLATEPLUMB.PLUMBINGPLYWD.PLYWOODPNTD.PAINTEDPR.PAIRPREFAB.PREFABRICATEDPSIPOUNDS PER SQUARE INCHPT.POINTP.T.D.PAPER TOWEL DISPENSERPTN.PARTITIONPTRPAPER TOWEL RECEPTACLEPVCPOLYVINYL CHLORIDEPVMT.PAVEMENTQTY.QUANTITYR.RISERR.A.RETURN AIRRAD.RADIUSR.B.RESILIENT BASER.C.ROUGH CONCRETERCPREFLECTED CEILING PLANREBARREINFORCING BARREC.RECESSEDREF.REFERENCEREINF.REINFORCEDREQD.REQUIREDREV.REVISIONRGTR.REGISTERRMROOMRND.ROUNDR.O.ROUGH OPENINGR.O.W.RIGHT OF WAYR.W.L.RAIN WATER LEADERS.SOUTHSAN.SANITARYSASMSELF-ADHERING SHEET MEMB.S.C.SOLID CORESCHED.SCHEDULESECTSECTIONSEL.SELECTSFSQUARE FOOTS.G.STAIN GRADESHT.SHEETSHTHG.SHEATHINGSIM.SIMILARSL.SLIDINGSLNT.SEALANTS.M.S.SHEET METAL SCREWSPEC.SPECIFICATION(S)SQ.SQUARESSDSEE STRUCTURAL DRAWINGSSST.STAINLESS STEELS.SK.SERVICE SINKSTA.STATIONSTCSOUND TRANSMISSION CLASSSTD.STANDARDSTLSTEELSTORSTORAGESTRL.STRUCTURALSUSP.SUSPENDED, SUSPENDT&BTOP AND BOTTOMT>ONGUE & GROOVET.B.TOWEL BART.C.TOP OF CURBT.D.TIE DOWNTEL.TELEPHONETEMP.TEMPORARY, TEMPEREDTHK.THICKTHRES.THRESHOLDT.O.P.TOP OF PLATET.O.S.TOP OF SLABT.O.W.TOP OF WALLTPDTOILET PAPER DISPENSERTRNSF.TRANSFORMERTRD.TREADTYP.TYPICALU.B.C.UNIFORM BUILDING CODEULUNDERWRITERS' LABORATORIESU.O.N.UNLESS OTHERWISE NOTEDUTIL.UTILITYV.C.T.VINYL COMPOSITION TILEVENT.VENTILATIONVERT.VERTICALV.I.F.VERIFY IN THE FIELDW.WEST, WIDEW/WITHW/OWITHOUTW.C.WATER CLOSETWD.WOODWDW.WINDOWW.H.WATER HEATERW.M.WATER METERWP.WATERPROOFW.PT.WORKING POINTW.R.B.WATER RESISTANT BARRIERWSCT.WAINSCOTWT.WEIGHTWTR.WATER&ANDLANGLE@AT#POUND OR NUMBERdPENNYTHESE STANDARD PLANS WERE PREPARED BY OPENSCOPE STUDIO INC. FOR THE HOUSING ENDOWMENT AND REGIONAL TRUST (HEART) OF SAN MATEO COUNTY AS PART OF A GRANT-FUNDED INITIATIVE TO INCREASE THE AVAILABILITY OF AFFORDABLE, SUSTAINABLE HOUSING TO THE RESIDENTS OF SAN MATEO COUNTY. BY USING THESE STANDARD PLANS, THE USER AGREES TO RELEASE HEART OF SAN MATEO, OPENSCOPE SCOPE STUDIO INC, AND THE COUNTY OF SAN MATEO FROM ANY AND ALL CLAIMS, LIABILITIES, SUITS, AND DEMANDS ON ACCOUNT OF ANY INJURY, DAMAGE, OR LOSS TO PERSONS OR PROPERTY, INCLUDING INJURY OR DEATH, OR ECONOMIC LOSSES, ARISING OUT OF THE USE OF THESE CONSTRUCTION DOCUMENTS. THE USE OF THESE PLANS DOES NOT ELIMINATE OR REDUCE THE USER'S RESPONSIBILITY TO VERIFY ANY AND ALL INFORMATION.1. ALL WORK SHALL BE PERFORMED BY LICENSED & INSURED CONTRACTOR.2. THE CONTRACTOR IS RESPONSIBLE FOR MEANS, METHODS, AND TECHNIQUES FOR CONSTRUCTION; AND THE GENERAL CONTRACTOR & EACH SUB-CONTRACTOR IS RESPONSIBLE FOR JOB-SITE SAFETY.3. ALL MATERIALS & EQUIPMENT ARE TO BE INSTALLED IN ACCORDANCE WITH LOCAL REGULATIONS, THE DESIGN INTENT CONVEYED IN THESE DOCUMENTS, AND MANUFACTURERS' INSTALLATION INSTRUCTIONS.4. IN USING THESE PLANS FOR BIDDING OR CONSTRUCTION PURPOSES, ALL CONTRACTORS ARE REQUIRED TO REVIEW AND TREAT THEM AS A WHOLE IN ORDER TO IDENTIFY ALL REQUIREMENTS THAT DIRECTLY OR INDIRECTLY AFFECT THEIR PORTION OF THE WORK; EVEN REQUIREMENTS LOCATED IN SECTIONS DESIGNATED AS APPLICABLE TO OTHER TRADES. IN CASE OF CONFLICTS, THE AFFECTED CONTRACTOR IS REQUIRED TO EITHER OBTAIN DIRECTION FROM AN APPROPRIATE REPRESENTATIVE OF THE OWNER, OR OTHERWISE APPLY THE MORE STRINGENT LOCATIONS.5. THESE PLANS ARE INTENDED TO SET FORTH THE REQUIREMENTS FOR CONSTRUCTION IN ONLY AN INDUSTRY-STANDARD LEVEL OF QUALITY AND DETAIL; AND THEY ARE INTENDED TO BE SUPPLEMENTED BY APPROPRIATE REQUESTS FOR CLARIFICATION AND INFORMATION. CONTRACTORS ARE REQUIRED TO REVIEW THESE PLANS FOR ERRORS AND OMISSIONS, AND BRING THESE TO THE ATTENTION OF AN APPROPRIATE OWNER REPRESENTATIVE IN A TIMELY MANNER; AND ANY CONTRACTOR WHO FAILS TO DO SO BEFORE BIDDING OR OTHERWISE PROCEEDING ASSUMES THE RISK OF ANY CONSEQUENCES. CONTRACTORS PROCEED AT THEIR OWN RISK IF THEY FAIL TO VERIFY FIELD MEASURE DIMENSIONS BEFORE PROCEEDING WITH ANY AFFECTED PROCUREMENT, FABRICATION, OR CONSTRUCTION. SCHEMATIC PLANS ARE INTENDED ONLY TO DEMONSTRATE THE RELATIONSHIP AMONG COMPONENT PARTS, AND NOT TO DEPICT SPECIFIC LOCATIONS.6. THE GENERAL CONTRACTOR SHALL VERIFY AND ASSUME RESPONSIBILITY FOR ALL DIMENSIONS AND SITE CONDITIONS. THE GENERAL CONTRACTOR SHALL INSPECT THE EXISTING PREMISES AND TAKE NOTE OF EXISTING CONDITIONS PRIOR TO SUBMITTING PRICES. NO CLAIM SHALL BE ALLOWED FOR DIFFICULTIES ENCOUNTERED WHICH COULD HAVE REASONABLY BEEN INFERRED FROM SUCH AN EXAMINATION.7. CONTRACTOR SHALL BE RESPONSIBLE FOR COORDINATION BETWEEN ARCHITECTURAL, STRUCTURAL, MECHANICAL, PLUMBING, & ELECTRICAL SYSTEMS. THIS INCLUDES REVIEWING REQUIREMENTS OF INDIVIDUAL SYSTEMS BEFORE ORDERING AND INSTALLATION OF ANY WORK. VERIFY ALL ARCHITECTURAL DETAILS AND ALL FINISH CONDITIONS (WHETHER DEPICTED IN DRAWINGS OR NOT) WITH SAME DISCIPLINES.8. DO NOT SCALE DRAWINGS. WRITTEN DIMENSIONS GOVERN. ALL CLEAR DIMENSIONS ARE NOT TO BE ADJUSTED WITHOUT APPROVAL OF THE OWNER & BUILDING INSPECTOR. WHEN SHOWN IN PLAN, ALL DIMENSIONS ARE TO FACE OF STUD, CONCRETE, CENTERLINE OF COLUMNS, OR CENTERLINE OF WALL ASSEMBLIES, UNLESS OTHERWISE NOTED. WHEN SHOWN IN SECTION OR ELEVATION, ALL DIMENSIONS ARE TO TOP OF PLATE, TOP OF CONCRETE, OR TOP OF CEMENT-BASED UNDERLAYMENT UNLESS OTHERWISE NOTED.9. DETAILS SHOWN ARE TYPICAL; SIMILAR DETAILS APPLY IN SIMILAR CONDITIONS.10. THE CONTRACTOR SHALL BE RESPONSIBLE FOR APPLYING AND OBTAINING ALL REQUIRED INSPECTIONS TO CONFORM WITH LOCAL BUILDING AND FIRE CODES.11. PROVIDE AND INSTALL 2x FLAT WOOD BLOCKING OR 16 GA METAL STRAPPING FOR ALL BATH ACCESSORIES, HANDRAILS, CABINETS, TOWEL BARS, WALL MOUNTED FIXTURES AND ANY OTHER ITEMS ATTACHED TO WALLS.12. ALL CHANGES IN FLOOR MATERIALS OCCUR AT CENTERLINE OF DOOR OR FRAMED OPENINGS UNLESS OTHERWISE INDICATED ON THE DRAWINGS.13. INSTALL ALL FIXTURES, EQUIPMENT, AND MATERIALS PER MANUFACTURER'S RECOMMENDATIONS AND THE REQUIREMENTS OF THE CODES. ALL APPLIANCES, FIXTURES, AND EQUIPMENT ASSOCIATED WITH PLUMBING, ELECTRICAL, AND MECHANICAL SYSTEMS SHALL BE LISTED BY A NATIONALLY RECOGNIZED AND APPROVED AGENCY.14. VERIFY CLEARANCES FOR VENTS, CHASES, SOFFITS, FIXTURES, ETC., BEFORE ANY CONSTRUCTION, ORDERING OF, OR INSTALLATION OF ANY ITEM OF WORK.15. PROVIDE FIRE-BLOCKING & DRAFTSTOPPING AT ALL CONCEALED DRAFT OPENINGS (VERTICAL & HORIZONTAL) AS REQUIRED PER APPLICABLE CODES.16. MECHANICAL, PLUMBING, ELECTRICAL, AND OTHER PENETRATIONS OF FLOORS, WALLS, AND CEILINGS SHALL BE SEALED AIRTIGHT WITH ACOUSTICAL SEALANT.17. ALL EXTERIOR DOORS AND WINDOWS ARE TO BE WEATHERSTRIPPED PER TITLE 24 REQUIREMENTS.A112WINDOW TAGDOOR TAG1REVISION CALLOUT TAG DWG. # SHT. # PROPERTY LINE CENTER LINE ALIGN ALIGN FACES A1011SIMGENERIC TAG1iMARKPROVIDE THE NAME, ADDRESS, PHONE NUMBER, AND EMAIL FOR THE OWNER, CONTRACTOR, ARCHITECT, ENGINEER(S) AND OTHER PROFESSIONALS RESPONSIBLE FOR THE PROJECTPROJECT DESCRIPTIONTHE SCOPE OF THE WORK IS TO ADD A NEW FREE-STANDING ACCESSORY DWELLING UNITS TO THE REAR YARD OF THE PROJECT ADDRESS.PROJECT ADDRESS: _PARCELS (BLOCK / LOT): _PARCEL AREA: _______ SQUARE FEET, USE AREA FROM LOCAL PARCEL MAPS EXISTING BUILDING AREA: _______ SQUARE FEET, USE AREA FROM LOCAL PARCEL MAPS STORIES & BUILDING HEIGHT: 1 STORYACCESSORY DWELLING UNIT WILL BE LESS THAN 16' HIGHBUILDING USE / OCCUPANCY GROUPR-3NEW RESIDENTIAL SQ. FOOTAGE: _______ SQUARE FEET, GROSS BUILDING AREASPRINKLERS:<DESCRIBE THE PROPOSED FIRE SPRINKLER SYSTEM, IF REQUIRED>INSERT A SCREEN SHOT OF THE AREA FROM AN ONLINE MAP PROVIDER, SUCH AS GOOGLE.LOCATE & IDENTIFY THE PROJECT ADDRESS AND LOCATION ON THE MAPSCALEISSUE DATEPROJECTPRINTEDBY USING THESE STANDARD PLANS, THE USER AGREES TO RELEASE OPENSCOPE STUDIO, HEART OF SAN MATEO, AND THE COUNTY OF SAN MATEO FROM ANY AND ALL CLAIMS, LIABILITIES, SUITS, AND DEMANDS ON ACCOUNT OF ANY INJURY, DAMAGE, OR LOSS TO PERSONS OR PROPERTY, INCLUDING INJURY OR DEATH, OR ECONOMIC LOSSES, ARISING OUT OF THE USE OF THESE CONSTRUCTION DOCUMENTS. THE USE OF THESE PLANS DOES NOT ELIMINATE OR REDUCE THE USER'S RESPONSIBILITY TO VERIFY ANY AND ALL INFORMATION.As indicated9/8/2020 11:34:33 AMAB0009/4/2020TITLE SHEETPROJECT ADDRESS1915HEARTGLADUR ADUPROTOTYPESABBREVIATIONSGENERAL NOTESSYMBOLSPROJECT DIRECTORYPROJECT INFORMATIONVICINITY MAP• PROVIDE A SITE PLAN SHOWING THE ENTIRE PROPERTY, INCLUDING PROPERTY LINES AND ALL EXISTING BUILDINGS.• IDENTIFY EXISTING AND PROPOSED UTILITY LINES.• CLEARLY IDENTIFY THE PROPOSED ACCESSORY DWELLING UNIT.• PROVIDE DIMENSIONS FROM THE PROPOSED ADU TO THE PROPERTY LINES AND EXISTING STUCTURES.• INDICATE THE EXIT PATH FROM THE PROPOSED ADU TO THE SIDEWALK.• LABEL THE STREET IN FRONT OF THE PROPERTY.• INDICATE WHICH DIRECTION IS NORTH.SITE PLANSHEET LIST, AB- 1-BEDRM RECT. PLANSHEET NUMBER SHEET NAMEAB ARCHITECTURAL 1-BEDAB00 TITLE SHEETAB11 FLOOR & FOUNDATION PLANSAB12 ROOF PLANSAB20 BUILDING ELEVATIONSAB30 SECTIONSAB40 LIGHTING & ELECTRICALAB41 MECHANICAL & PLUMBINGAB60 DOORS & WINDOWSCOMMON DETAILSDD50 TYPICAL DETAILSDD51 TYPICAL DETAILSSTRUCTURALS-1.0 STRUCTURAL NOTESS-1.1 STRUCTURAL APPLICATIONSS-2.0 STRUCTURAL PLANSS-3.0 TYPICAL FOUNDATION DETAILSS-3.1 RAISED FLOOR FOUNDATION DETAILSS-3.2 TYPICAL FRAMING DETAILS (1)S-3.3 TYPICAL FRAMING DETAILS (2)S-3.4 SHEER WALL DETAILSSHEET COUNT: 18OWNER PROVIDED SECTIONOWNER PROVIDED SECTIONOWNER PROVIDED SECTIONOWNER PROVIDED SECTIONREVISIONSNO. DATE. WHON-GRADE DECKSHOWER OR BATHTUBUTILITIESW/D16'-0"40'-0"SETBACK4'-0" MIN.SETBACK4'-0" MIN.6'-2" 12'-6"2'-4"3'-6"4'-8"4'-2" 5'-0" 7'-4"6'-0"3'-0" 2'-8"3'-0"3'-0"DSDSAB20A1AB20A2AB20A3AB20A4A2AB30A1AB302'-1" 4'-0"6'-4" 9'-10"ATTIC ACCESS; MIN. 22"x30" R.O.CONC. PAD; VERIFY DIMENSION & PLACEMENTC1L1D2D2E2S2LIVING ROOMKITCHEN BATHROOMBEDROOMCLOSETINTERIOR WALL, TYP.; DET. 1/DD50LANDING WITH MIN 36" DEPTH AND A MAXIMUM OF 1-1/2" LOWER THAN TOP OF DOOR THRESHOLDPARTIAL HEIGHT WALL, 3'-4" A.F.F7'-0"OPTIONAL PV PANEL BATTERIES W/ ENCLOSUREMECH. EQUIP PAD;4" THICK REINF. SLAB ON GRADE; VERIFY DIMENSIONS & PLACEMENTCONC. FOUNDATION, TYP.; SEE STRUCT. DWGS.ON-GRADE DECK40'-0"FLOOR JOISTS; SEE STRUCT. DWGS.CRAWLSPACE W/ RAT SLAB ON VAPOR BARRIER BELOW3AC3016'-0"ON-GRADE DECK40'-0"A2AB30A1AB30CONC. FOUNDATION, TYP.; SEE STRUCT. DWGS.SLAB ON GRADE; SEE STRUCT. DWGS.MECH. EQUIP PAD;4" THICK REINF. SLAB ON GRADE; VERIFY DIMENSIONS & PLACEMENT16'-0"2019 CBC SECTION 1030EMERGENCY ESCAPE AND RESCUE OPENINGSSHALL COMPLY W/ REQ. FOR RESCUE OPENINGS, AS FOLLOWS:A. MIN. OPENING HEIGHT 24"B. MIN. OPENING WIDTH 20"C. MAX. 44" FROM THE FLOORD. 5.7 SQ. FT. MIN. AREA MAY BE REDUCED TO 5.0 SQ. FT. AT GRADE LEVEL.APPLICABLE CODES:2019 CALIFORNIA RESIDENTIAL CODE2019 CALIFORNIA MECHANICAL CODE2019 CALIFORNIA ELECTRICAL CODE2019 CALIFORNIA PLUMBING CODE2019 CALIFORNIA ENERGY CODE2019 CALIFORNIA FIRE CODECHAPTER 5 - GENERAL BUILDING HEIGHT & AREATABLE 503: OCCUPANCY R-3, CONSTURUCTION TYPE V-BCHAPTER 6 - TYPES OF CONSTRUCTIONTABLE 601:TYPE V-BPRIMARY STRUCTURAL FRAME = 0 HRBEARING WALL - EXTERIOR = 0 HRBEARING WALL - INTERIOR = 0 HRNON-BEARING WALLS - EXTERIOR = PER TABLE 602NON-BEARING WALLS - INTERIOR = 0 HRFLOOR CONSTRUCTION = 0 HRROOF CONSTRUCTION = 0 HRTABLE 602:OCCUPANCY R-3, CONSTRUCTION TYPE V-BEXTERIOR WALLS = 1 HR. W/ FIRE SEPARATION DISTANCE <5'1. EXTERIOR WALLS WITHIN 3 FEET OF PROPERTY LINE (SPRINKLERS) OR 5 FEET OF PROPERTY LINE (WITHOUT SPRINKLERS) REQUIRE 1-HOUR FIRE RATING FOR EXPOSURE TO BOTH SIDES2. PROJECTIONS:A. PROHIBITED WITHIN 2 FEET OF PROPERTY LINEB. 1-HOUR FIRE RATING ON THE UNDERSIDE WITHIN 3FT OF PROPERTY LINE (WITH SPRINKLERS)C. 1-HOUR FIRE RATING ON THE UNDERSIDE WITHIN 5FT OF PROPERTY LINE (WITHOUT SPRINKLERS)3. OPENINGS:A. PROHIBITED WITHIN 3FT OF PROPERTY LINEB. MAXIMUM 25% OF WALL AREA WITHIN 5 FEET OF PROPERTY LINE (WITHOUT SPRINKLERS)4. PENETRATIONS:A. 1-HOUR FIRE-RATED PENETRATIONS OF WALLS WITHIN 3FT OF PROPERTYLINE (SPRINKLERS)B. 1-HOUR FIRE-RATED PENETRATIONS OF WALLS WITHIN 5FT OF PROPERTY LINE (WITHOUT SPRINKLERS)CHAPTER 8 - INTERIOR FINISHESCLASS C: FLAME SPREAD INDEX 76 - 200, SMOKE DEVELOPED INDEX 0 - 450SECTION 803: THE MAXIMUM FLAME-SPREAD CLASS OF FINISH MATERIALS USED ON INTERIOR WALLS AND CEILINGS IN ROOMS AND OTHER ENCLOSED SPACES SHALL BE CLASS C, OR BETTER, PER TABLE 803.9 CHAPTER 10 - EXITING1030 EMERGENCY ESCAPE AND RESCUE OPENINGS SHALL COMPLY W/ REQ. FOR RESCUE OPENINGS, AS FOLLOWS:A. MIN. OPENING HEIGHT 24"B. MIN. OPENING WIDTH 20"C. MAX. 44" MEASURED FROM THE FLOORD. 5.7 SQ. FT. MIN. AREA MAY BE REDUCED TO 5.0 SQ. FT. AT GRADE LEVEL.CHAPTER 12 - INTERIOR ENVIRONMENT1203.1 GENERAL. BUILDINGS SHALL BE PROVIDED WITH NATURAL VENTILATION IN ACCORDANCE WITH SECTION 1203.4, OR MECHANICAL VENTILATION IN ACCORDANCE WITH THE CALIFORNIA MECHANICAL CODE.1203.4 NATURAL VENTILATION. NATURAL VENTILATION OF AN OCCUPIED SPACE SHALL BE THROUGH WINDOWS, DOORS, LOUVERS OR OTHER OPENINGS TO THE OUTDOORS. THE OPERATING MECHANISM FOR SUCH OPENINGS SHALL BE PROVIDED WITH READY ACCESS SO THAT THE OPENINGS ARE READILY CONTROLLABLE BY THE BUILDING OCCUPANTS.1203.4.1 VENTILATION AREA REQUIRED. THE OPENABLE AREA OF THE OPENINGS TO THE OUTDOORS SHALL BE NOT LESS THAN 4 PERCENT OF THE FLOOR AREA BEING VENTILATED.1203.4.1.1 ADJOINING SPACES. WHERE ROOMS AND SPACES WITHOUT OPENINGS TO THE OUTDOORS ARE VENTILATED THROUGH AN ADJOINING ROOM, THE OPENING TO THE ADJOINING ROOM SHALL BE UNOBSTRUCTED AND SHALL HAVE AN AREA OF NOT LESS THAN 8 PERCENT OF THE FLOOR AREA OF THE INTERIOR ROOM OR SPACE, BUT NOT LESS THAN 25 SQUARE FEET. THE OPENABLE AREA OF THE OPENINGS TO THE OUTDOORS SHALL BE BASED ON THE TOTAL FLOOR AREA BEING VENTILATED.1203.4.2.1: NOTE THAT BATHROOMS CONTAINING BATHTUBS, SHOWERS, SPAS, OR SIMILAR FIXTURES REQUIRE MECHANICAL VENTILATION PER THE CALIFORNIA MECHANICAL CODE TABEL 403.71203.4.3: WHERE NATURAL VENTILATION IS TO BE PROVIDED BY OPENINGS ONTO YARDS OR COURTS, THEY MUST COMPLY WITH SECTION 1206.1204.1: INTERIOR SPACES INTENDED FOR HUMAN OCCUPANCY SHALL BE PROVIDED WITH ACTIVE OR PASSIVE SPACE-HEATING SYSTEMS.1205.1 LIGHTING - GENERAL. EVERY SPACE INTENDED FOR HUMAN OCCUPANCY SHALL BE PROVIDED WITH NATURAL LIGHT BY MEANS OF EXTERIOR GLAZED OPENINGS IN ACCORDANCE WITH SECTION 1205.2 OR SHALL BE PROVIDED WITH ARTIFICIAL LIGHT IN ACCORDANCE WITH SECTION 1205.3. EXTERIOR GLAZED OPENINGS SHALL OPEN DIRECTLY ONTO A PUBLIC WAY OR ONTO A YARD OR COURT IN ACCORDANCE WITH SECTION 1206.1205.2.1 ADJOINING SPACES. FOR THE PURPOSE OF NATURAL LIGHTING, ANY ROOM IS PERMITTED TO BE CONSIDERED AS A PORTION OF AN ADJOINING ROOM WHERE ONE-HALF OF THE AREA OF THE COMMON WALL IS OPEN AND UNOBSTRUCTED AND PROVIDES AN OPENING OF NOT LESS THAN ONE-TENTH OF THE FLOOR AREA OF THE INTERIOR ROOM OR 25 SQUARE FEET, WHICHEVER IS GREATER.1208.1: MINIMUM ROOM WIDTHS. HABITABLE SPACES, OTHER THAN A KITCHEN, SHALL BE NOT LESS THAN 7 FEET (2134 MM) IN ANY PLAN DIMENSION. KITCHENS SHALL HAVE A CLEAR PASSAGEWAY OF NOT LESS THAN 3 FEET BETWEEN COUNTER FRONTS AND APPLIANCES OR COUNTER FRONTS AND WALLS.1208.2 MINIMUM CEILING HEIGHTS. OCCUPIABLE SPACES, HABITABLE SPACES AND CORRIDORS SHALL HAVE A CEILING HEIGHT OF NOT LESS THAN 7 FEET 6 INCHES. BATHROOMS, TOILET ROOMS, KITCHENS, STORAGE ROOMS AND LAUNDRY ROOMS SHALL BE PERMITTED TO HAVE A CEILING HEIGHT OF NOT LESS THAN 7 FEET. SECTION 1208 GRANTS EXCEPTIONS FOR BEAMS, SLOPED CEILINGS, FURRED CEILINGS, AND MEZZANINES.1208.3 ROOM AREA. EVERY DWELLING UNIT SHALL HAVE NO FEWER THAN ONE ROOM THAT SHALL HAVE NOT LESS THAN 120 SQUARE FEET OF NET FLOOR AREA. OTHER HABITABLE ROOMS SHALL HAVE A NET FLOOR AREA OF NOT LESS THAN 70 SQUARE FEET. EXCEPTION: KITCHENS ARE NOT REQUIRED TO BE OF A MINIMUM FLOOR AREA.SCALEISSUE DATEPROJECTPRINTEDBY USING THESE STANDARD PLANS, THE USER AGREES TO RELEASE OPENSCOPE STUDIO, HEART OF SAN MATEO, AND THE COUNTY OF SAN MATEO FROM ANY AND ALL CLAIMS, LIABILITIES, SUITS, AND DEMANDS ON ACCOUNT OF ANY INJURY, DAMAGE, OR LOSS TO PERSONS OR PROPERTY, INCLUDING INJURY OR DEATH, OR ECONOMIC LOSSES, ARISING OUT OF THE USE OF THESE CONSTRUCTION DOCUMENTS. THE USE OF THESE PLANS DOES NOT ELIMINATE OR REDUCE THE USER'S RESPONSIBILITY TO VERIFY ANY AND ALL INFORMATION.As indicated9/8/2020 11:34:39 AMAB1109/4/2020FLOOR &FOUNDATIONPLANSPROJECT ADDRESS1915HEARTGLADUR ADUPROTOTYPESNATURAL VENTILATION REQUIREMENTS:MAIN LIVING SPACE4% X 262 S.F. = 10.48 S.F. VENTILATION REQ.70.61 S.F. PROVIDEDBEDROOM4% X 117 S.F. = 4.68 S.F. VENTILATION REQ.13.98 S.F. PROVIDEDNATURAL LIGHT REQUIREMENTS:MAIN LIVING SPACE8% X 117 S.F. = 20.96 S.F. NATURAL LIGHT REQ.97.55 S.F. PROVIDEDBEDROOM8% X 310 S.F. = 9.36 S.F. VENTILATION REQ.27.73 S.F. PROVIDED1/4" = 1'-0"11-BED PLAN1-BED (575 GSF)ROOM AREABATHROOM 53 SFBEDROOM 117 SFCLOSET 16 SFKITCHEN 96 SFLIVING ROOM 262 SFW/D 7 SFWH 6 SFNET SQ FT 556 SF1/4" = 1'-0"4FOUNDATION PLAN - CRAWL SPACE1/4" = 1'-0"3FOUNDATION PLAN - SLAB ON GRADEBUILDING CODE NOTESREVISIONSNO. DATE. WH DOWNSPOUT, TYP. GUTTER ROOFINGAB20 A1 AB20 A2 AB20 A3 AB20A4 A2 AB30 A1 AB30 PHOTOVOLTAIC PANELS; SYSTEM CONFIGURATION, PANEL COUNT AND LOCATION TO BE CONFIRMED BY INSTALLER WALL BELOW2" / 12"2'-6"ROOF VENT, TYP.; VERIFY DIMENSION & LAYOUT OPTIONAL TUBULAR SKYLIGHT; COORD. LOCATION W/ FRAMING & LIGHT FIXTURES DOWNSPOUT, TYP. ROOFING RIDGE LINE AB20 B1 AB20 B2 AB20 B3 AB20B4 B1 AB30 B2 AB30 PHOTOVOLTAIC PANELS; SYSTEM CONFIGURATION, PANEL COUNT AND LOCATION TO BE CONFIRMED BY INSTALLER 4" / 12"4" / 12"GUTTER WALL BELOW TYP.1'-6"PORCH ROOF ROOF VENT, TYP.; VERIFY DIMENSION & LAYOUT OPTIONAL TUBULAR SKYLIGHT; COORD. LOCATION W/ FRAMING & LIGHT FIXTURES ROOF VENTILATION REQUIREMENTS ENCLOSED ATTICS AND ENCLOSED RAFTERS SPACES FORMED WHERE CEILINGS ARE APPLIED DIRECTLY TO THE UNDERSIDE OF ROOF RAFTERS SHALL HAVE CROSS VENTILATION FOR EACH SEPARATE SPACE BY VENTILATING OPENINGS: 1. PROTECTED AGAINST THE ENTRANCE OF RAIN OR SNOW; 2. SHALL HAVE DIMENSION OF AT LEAST 1/16 INCH MINIMUM AND ¼ INCH MAXIMUM; 3. DIMENSION LARGER THAN ¼ INCH SHALL BE PROVIDED WITH CORROSION-RESISTANT WIRE CLOTH SCREENING, HARDWARE CLOTH, OR SIMILAR MATERIAL WITH OPENINGS HAVING A LEAST DIMENSION OF 1/16 INCH MINIMUM AND ¼ INCH MAXIMUM. 4. OPENINGS IN ROOF FRAMINGS MUST CONFORM TO THE REQUIREMENTS OF SECTION R802.7 IN THE 2019 CRC (CUTTING AND NOTCHING STRUCTURAL ROOF MEMBERS). MINIMUM AREA (R806.2) THE MINIMUM NET FREE VENTILATION AREA SHALL BE 1/150 OF THE AREA OF THE VENTED SPACE. EXCEPTION : THE MINIMUM NET FREE VENTILATION AREA SHALL BE 1/300 OF THE VENTED SPACE PROVIDED NO LESS THAN 40% AND NOT MORE THAN 50% OF THE REQUIRED VENTILATING AREA IS PROVIDED BY VENTILATORS LOCATED IN THE UPPER PORTION OF THE ATTIC OR RAFTER SPACE. UPPER VENTILATORS SHALL BE LOCATED NO MORE THAN 3 FEET BELOW THE RIDGE OR HIGHEST POINT OF THE SPACE, MEASURED VERTICALLY. THE BALANCE OF THE REQUIRED VENTILATION PROVIDED SHALL BE LOCATED IN THE BOTTOM ONE-THIRD OF THE ATTIC SPACE. WHERE THE LOCATION OF WALL OR ROOF FRAMING MEMBERS CONFLICTS WITH THE INSTALLATION OF UPPER VENTILATORS, INSTALLATION MORE THAN 3 FEET BELOW THE RIDGE OR HIGHEST POINT OF THE SPACE SHALL BE PERMITTED. VENT AND INSULATION CLEARANCE (R806.3) WHERE EAVE OR CORNICE VENTS ARE INSTALLED, BLOCKING, BRIDGING AND INSULATION SHALL NOT BLOCK THE FREE FLOW OF AIR. NO LESS THAN A 1-INCH SPACE SHALL BE PROVIDED BETWEEN THE INSULATION AND THE ROOF SHEATHING AND AT THE LOCATION OF THE VENT. ATTIC ACCESS (R807) BUILDINGS WITH COMBUSTIBLE CEILING OR ROOF CONSTRUCTION SHALL HAVE AN ATTIC ACCESS OPENING TO ATTIC AREAS THAT EXCEED 30 SQUARE FEET AND HAVE VERTICAL HEIGHT OF 30 INCHES OR MORE. VERTICAL HEIGHT MUST BE MEASURED FROM THE TOP OF THE CEILING FRAMING MEMBERS TO THE UNDERSIDE OF THE ROOF FRAMING MEMBERS. ROUGH-FRAMED OPENING OF ATTIC ACCESS: 1. SHALL NOT BE LESS THAN 22-INCHES BY 30-INCHES 2. SHALL BE LOCATED IN HALLWAY OR READILY ACCESSIBLE LOCATION 3. WHEN LOCATED IN A WALL, OPENING SHALL BE MINIMUM OF 22-INCHES WIDE BY 30-INCHES HIGH 4. WHEN LOCATED IN CEILING, MINIMUM UNOBSTRUCTED HEADROOM IN THE ATTIC SPACE SHALL BE 30-INCHES AT SOME POINT ABOVE THE CEILING MEASURED VERTICALLY FROM BOTTOM OF CEILING FRAMING MEMBERS. PLUMBING VENTS WHERE FEASIBLE, COMBINE PLUMBING VENTS IN ATTIC. SEE DETAIL 1/DD51 FOR FLASHING AT ROOF. PHOTOVOLTAIC SYSTEM COORDINATION 1. IDENTIFY AND MAINTAIN MINIMUM 250 S.F. SOLAR ZONE AREA 2. SOLAR ZONE AREA SHALL BE LOCATED BETWEEN 110 AND 270 DEGREES OF TRUE NORTH 3. NO OBSTRUCTIONS, INCLUDING VENTS, CHIMNEYS, SKYLIGHTS, ARCHITECTURAL FEATURES, AND ROOF-MOUNTED EQUIPMENT, SHALL NOT BE LOCATED WITHIN SOLAR ZONE. 4. MAINTAIN 3'-0" MINIMUM FIRE FIGHTER ACCESS ALONG ROOF PERIMETER 5. MAINTAIN 1'-6" SMOKE VENTILATION SETBACK AT RIDGES ON-GRADE DECK LIVING AREA KITCHEN BATHROOM BEDROOM W/D CLOSET MIRRORED PLAN FOR REFERENCE ONLY. SEE 1/AA11 FOR ANNOTATIONS & DIMENSIONS SCALE ISSUE DATE PROJECT PRINTEDBY USING THESE STANDARD PLANS, THE USER AGREES TO RELEASE OPENSCOPE STUDIO, HEART OF SAN MATEO, AND THE COUNTY OF SAN MATEO FROM ANY AND ALL CLAIMS, LIABILITIES, SUITS, AND DEMANDS ON ACCOUNT OF ANY INJURY, DAMAGE, OR LOSS TO PERSONS OR PROPERTY, INCLUDING INJURY OR DEATH, OR ECONOMIC LOSSES, ARISING OUT OF THE USE OF THESE CONSTRUCTION DOCUMENTS. THE USE OF THESE PLANS DOES NOT ELIMINATE OR REDUCE THE USER'S RESPONSIBILITY TO VERIFY ANY AND ALL INFORMATION.As indicated 9/8/2020 5:37:47 PMAB12 09/4/2020 ROOF PLANS PROJECT ADDRESS 1915HEART GLADUR ADU PROTOTYPES 1/4" = 1'-0"A1-BEDRM - STYLE A - ROOF PLAN 1/4" = 1'-0"B1-BEDRM - STYLE B - ROOF PLAN ROOF & ATTIC NOTES ATTIC VENTILATION CALCULATION OPTION 1: VENTILATED ATTIC AREA = 800 SF ÷ 150 = ~5.5 SF REQUIRED VENTILATION (~800 SQ IN) OPTION 2: VENTILATED ATTIC AREA = 800 SF ÷ 300 = ~2.7 SF REQUIRED HIGH-LOW VENTILATION (~400 SQ IN) LOW VENTS: 1.35 SF (200 SQ IN) OF VENTILATION AT EAVES, CORNICE AND/OR LOWER 1/3 OF THE ROOF HIGH VENTS: 1.35 SF (200 SQ IN) OF VENTILATION AT GABLE, RIDGE, AND/OR TOP 3' OF ROOF VERIFY NET FREE AREA PROVIDED BASED ON INSTALLED VENT COUNT, LAYOUT DIMENSIONS REVISIONS NO. DATE. 1/8" = 1'-0"11-BEDRM MIRORRED PLAN 1-BED - STYLE A - MIRRORED ROOF PLAN FOR REFERENCE 1/8” = 1’-0” MIRRORED ROOF PLAN - STYLE A 3 1-BED - STYLE B - MIRRORED ROOF PLAN FOR REFERENCE 1/8” = 1’-0” MIRRORED ROOF PLAN - STYLE B 4 HORIZONTAL SIDING GRADE, VARIES B1 AB30 B1B1B4B2B2B2 DECORATIVE WOOD TRIM GRADE, VARIES HORIZONTAL SIDING EXT. LIGHT FIXTURE B2 AB30 PORCH ROOF DECORATIVE WOOD TRIM EDGE OF EXPOSED CONC. SLAB; SEE AA500 FOR DETAILS WOOD SIDING, TYP. GRADE, VARIES EXTERIOR LIGHT FIXT., TYP. ALIGN T&G WOOD SOFFIT A1 AB30 A3 A2 A4 GRADE, VARIES WOOD SIDING, TYP. ON-GRADE DECK, WHERE OCCURS T&G WOOD SOFFIT A2 AB30 WOOD FASCIA, TYP. GUTTER WOOD SIDING, TYP. GRADE, VARIES ROOFING MECH. EQUIP ON CONC. PAD DOWNSPOUT, TYP. A1 AB30 PV PANELS; CONFIGURATION, PANEL COUNT AND LOCATION TO BE CONFIRMED BY INSTALLER A1A1A12 7'-2" TYP.ROOF PEAK EDGE OF CONC. SLAB; SEE AA500 FOR DETAILS WOOD SIDING, TYP. GRADE, VARIES MECH. EQUIP ON CONC. PAD SOFFIT TRIM A2 AB30 PV PANELS A1 GUTTER HORIZONTAL SIDING GRADE, VARIES MECH. EQUIP ON CONC. PAD B1 AB30 PV PANELS; SYSTEM CONFIGURATION, PANEL COUNT AND LOCATION TO BE CONFIRMED BY INSTALLER +/- 13'-0"B10 B3B13 7'-2" TYP.ZONTAL SIDING MECH. EQUIP. ON CONC. PAD B2 AB30 PV PANELS; SYSTEM CONFIGURATION, PANEL COUNT AND LOCATION TO BE CONFIRMED BY INSTALLER. B1 DECORATIVE WOOD TRIM PORCH ROOF BEYOND SCALE ISSUE DATE PROJECT PRINTEDBY USING THESE STANDARD PLANS, THE USER AGREES TO RELEASE OPENSCOPE STUDIO, HEART OF SAN MATEO, AND THE COUNTY OF SAN MATEO FROM ANY AND ALL CLAIMS, LIABILITIES, SUITS, AND DEMANDS ON ACCOUNT OF ANY INJURY, DAMAGE, OR LOSS TO PERSONS OR PROPERTY, INCLUDING INJURY OR DEATH, OR ECONOMIC LOSSES, ARISING OUT OF THE USE OF THESE CONSTRUCTION DOCUMENTS. THE USE OF THESE PLANS DOES NOT ELIMINATE OR REDUCE THE USER'S RESPONSIBILITY TO VERIFY ANY AND ALL INFORMATION.1/4" = 1'-0"9/8/2020 11:34:48 AMAB20 09/4/2020 BUILDING ELEVATIONS PROJECT ADDRESS 1915HEART GLADUR ADU PROTOTYPES 1/4" = 1'-0"B1 1-BEDRM - STYLE B - NORTH1/4" = 1'-0"B2 1-BEDRM - STYLE B - WEST 1/4" = 1'-0"A1 1-BEDRM - STYLE A - NORTH1/4" = 1'-0"A2 1-BEDRM - STYLE A - WEST 1/4" = 1'-0"A3 1-BEDRM - STYLE A - SOUTH1/4" = 1'-0"A4 1-BEDRM - STYLE A - EAST 1/4" = 1'-0"B3 1-BEDRM - STYLE B - SOUTH1/4" = 1'-0"B4 1-BEDRM - STYLE B - EAST REVISIONS NO. DATE. 1-BED REC. - STYLE B - MIRRORED ELEVATIONS FOR REFERENCE 1/8” = 1’-0” 1-BED REC. - STYLE A - MIRRORED ELEVATIONS FOR REFERENCE 1/8” = 1’-0” April 28, 2021 Program Goals Partner with homeowners to build more affordable housing Mitigate displacement, support aging in-place and multi-generational living Increase rental housing in high opportunity neighborhoods Promote good landlord practices Ensure a diverse applicant pool Individualized Project Management Support Lease-Up Construction Permitting Design & 3rd Party Selection Feasibility Program Eligibility Criteria Who is eligible to apply? Residentially zoned lot with single-family home can accommodate an ADU and/or JADU Participant occupies the primary unit where the ADU and/or JADU is being developed Participant does not own more than one single- family residential unit that is rented Owners who have ready access to construction capitol Owners willing to participate in landlord training Program Design Natural affordability is achieved by rents affordable ~80% of AMI The program will not focus on limiting rents or income qualifying future tenants HCD Rent Limits for SMC 2020 Unit Size AMI Level Max Rent Studio 80%$2,436 1-Bedroom 80%$2,610 2-Bedroom 80%$3,132 Average Market Rent SSF 2020 Unit Size Ave Rent Variance to SMC Limit Studio $2,093 $343 1-Bedroom $2,527 $93 2-Bedroom $3,327 ($195) Program Design… Tenants may be friends, family or community members An Initial lease must be in place to establish rental Owners may move into the ADU and rent the primary home Owners will be required to enter into a Deed Restriction No short-term rentals Can’t be sold separately Owner occupancy for JADU 810 Hemlock Avenue, SSF Jennifer Duffy jennifer@hellohousing.org City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-294 Agenda Date:4/28/2021 Version:1 Item #:16. ..Title Report regarding a resolution approving a lease agreement for the use of 366 Grand Avenue for the purposes of implementing an Economic Mobility Resource Hub in South San Francisco.(Ernesto Lucero,Economic Development Coordinator and Alex Greenwood,Director of Economic and Community Development Department). RECOMMENDATION Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute a lease agreement for a commercial property located at 366 Grand Avenue for the purposes of implementing an Economic Mobility Resource Hub within South San Francisco. BACKGROUND On April 14, 2021, the City Council approved a resolution which approved the following action items : 1.An appropriation of $2 million to fund at least two years of operations of the Economic Mobility Resource Hub (Hub),of which already budgeted City funds would be replenished with allocated American Rescue Plan Act of 2021 (American Rescue Plan) federal funds; 2.A professional services agreement with JobTrain for $403,916 for the first year of services for a new workforce development program in South San Francisco; 3.A professional services agreement with Renaissance Entrepreneurship Center for $467,000 for the first year of services for a new small business and entrepreneurship assistance program in South San Francisco; and 4.The acceptance of a private contribution of $10,000 from Lane Partners for the Hub. In addition,on March 24,2021,a Memorandum of Understanding (MOU)between the County and City was approved for the County contribution of $200,000 towards the small business resource and entrepreneurship component of the Hub.City Council also provided direction to staff in closed session on April 14,2021 to bring forward a lease for the space at 366 Grand. DISCUSSION The Space - 366 Grand Ave The Hub will improve access to services for local residents and businesses by allowing a wide range of business consulting, workforce development, and other trainings and services to be offered under one roof. The location under the lease agreement,366 Grand Avenue (formerly US Bank),is one of the most ideal due to its central and accessible location,large space,open floor plan,parking,access to transit,and immediate availability.The property,with approximately 6,900 square feet,is attractive for the Hub due to the large open City of South San Francisco Printed on 4/23/2021Page 1 of 3 powered by Legistar™ File #:21-294 Agenda Date:4/28/2021 Version:1 Item #:16. availability.The property,with approximately 6,900 square feet,is attractive for the Hub due to the large open space inside,21 dedicated parking spaces,high pedestrian traffic along Grand Avenue,walking distance to Old Town and other areas of the Downtown community,and its proximity to transit (SAMTRANS and Caltrain). The space could also connect to the City-owned Breezeway next door to provide outdoor uses supporting residents, small businesses, and entrepreneurs. Lease Agreement The lease agreement,as drafted,would provide use of the space to the City as the master tenant for the entire space and adjacent parking lot.The City has executed contracts with its partners,JobTrain and Renaissance,to operate their respective programs within the space under the City contracts already executed. The term of the lease agreement is three years,beginning on August 1,2021 and ending on August 31,2024, with a base rent of $1.90 per square foot,or $13,115.07 per month in the first year.As part of the lease agreement,the property owner is providing one month of free rent,which will move the first rent payment to September 1,2021.This will better align with tenant improvement work that will take place during the summer months,as the property owner will allow the City early access to conduct any necessary tenant improvements.The property owner has also agreed to provide new flooring inside of the space,a new HVAC system,a $10,000 allowance for any tenant improvements,as well as a $500 per month allowance on janitorial costs. In Year 1,the total lease payments equal $144,272.70,which reflects a rent reduction of the first month of the lease.In Year 2,the total lease payments equal $162,358.56.In Year 3,the total lease payments equal $167,328.72. For the entire lease, the total rent would equal $473,959.98. At the time that this staff report was completed,some details of the lease were still being negotiated.Because of the pressing need for the services to be provided by JobTrain and Renaissance,staff is seeking Council approval for a lease in substantially the form attached and authorization for the City Manager to execute the lease once the final details have been negotiated,as long as the final terms do not increase the City’s obligations above those reflected in the attached draft lease, and subject to review by the City Attorney. FISCAL IMPACT Funding to support the lease over three years will come from the currently allocated funding that was approved the City Council on April 14, 2021. CONCLUSION The proposed space for the Economic Mobility Resource Hub could serve many purposes.From the community’s view,it creates a major anchor along the Grand Avenue commercial corridor in a highly visible space that has sat vacant for nearly 18 months.By renting a space,it also allows the City and its partners to test the demand for the programs,with the ability to potentially relocate the space in the future to a different part of the City, an expanded space that could accommodate more services, or a future space that the City owns. Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute a lease City of South San Francisco Printed on 4/23/2021Page 2 of 3 powered by Legistar™ File #:21-294 Agenda Date:4/28/2021 Version:1 Item #:16. Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute a lease agreement for a commercial property located at 366 Grand Avenue for a lease term of three years. City of South San Francisco Printed on 4/23/2021Page 3 of 3 powered by Legistar™ April 7, 2021 Stacey S. Dobos, Individually and as Trustee of the Stacey S. Dobos Trust Agreement Dated November 26, 2003 City of South San Francisco 366 Grand Ave South San Francisco CA 94080 San Mateo an approximately 6,903 rentable square foot building and attached parking lot, situated on Grand Avenue Three (3)One (1)August 1, 2021 August 31, 2024 13,115.70 first September 1, 2021 X 51 13,115.70 September 1, 2021 to September 30, 2021 12,000.00 NA NA 25,115.70 The Premises shall be used for small business and entrepreneurship center or related uses authorized by the City of South San Francisco and approved by Lessor 4,581.00 SC Properties 01383173 X Bob Guglielmi 0064075 X NA NA SC Properties, 311 South Ellsworth Avenue San Mateo CA 94401 (650)342-3030 (650)375-7781 Lindsey Baggetta 366 Grand- City of AIR CR STANDARD INDUSTRIAUCOMMERCIAL SINGLE-TENANT LEASE -GROSS (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS) 1. Basic Provisions ("Basic Provisions"). 1.1 Parties: This Lease ("Lease"), dated for reference purposes only _____________________ _ is made by and between----------------------------------------- ----------------------------------------------("Lessor") and------------------------------------------------ ---------------------------------------------("Lessee"), (collectively the "Parties", or individually a "Party"). 1.2 Premises: That certain real property, including all improvements therein or to be provided by Lessor under the terms of this Lease, commonly known as (street address, city, state, zip): ______________________________ _ ("Premises"). The Premises are located in the County of ____________ , and are generally described as (describe briefly the nature of the property and, if applicable, the "Project", if the property is located within a Project): ________________ _ -----------------------------------------. (See also Paragraph 2) 1.3 Term : ______ years and ______ months ("Original Term") commencing ____________ _ ("Commencement Date") and ending _______________ ("Expiration Date"). (See also Paragraph 3) M lia,ly PeaeaeaieA ? If 010 PreFAieee are a•t'ailal;lle beeeee FABY l'laYe non e11eh,1eiYe i;,eeeeeeien of tl'le PreFAieee eeFAFAenein![I ___________ l"liaFly PeaeeeeieA 9ate"j. ~See alee Para![lrai;,l'le 3.il and 3.3) 1.5 Base Rent: $ ____________ per month ("Base Rent"), payable on the ____________ _ day of each month commencing --------------------------------------- -----------------------------------------. (See also Paragraph 4) D If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted . See Paragraph 1.6 Base Rent and Other Monies Paid Upon Execution : (a) Base Rent:$ ________ for the period _______________________ _ (b) (c) (d) Security Deposit: $ ________ ("Security Deposit"). (See also Paragraph 5) Association Fees: $ for the period ____________________ _ Other:$ ________ for ____________________________ _ (e) Total Due Upon Execution of this Lease : $ _________________________ _ 1.7 Agreed Use :---------------------------------------- ------------------------------------------(See also Paragraph 6) 1.8 Insuring Party: Lessor is the "Insuring Party". The annual "Base Premium" is$ ________ (See also Paragraph 8) 1.9 Real Estate Brokers : (See also Paragraph 15 and 25) (a) Representation: Each Party acknowledges receiving a Disclosure Regarding Real Estate Agency Relationship, confirms and consents to the following agency relationships in this Lease with the following real estate brokers ("Broker(s)") and/or their agents ("Agent(s)"): Lessor's Brokerage Firm----------------------------------------- License No . ___________ Is the broker of (check one): D the Lessor; or D both the Lessee and Lessor (dual agent). Lessor's Agent ____________________________________________ _ License No . ___________ Is (check one): D the Lessor's Agent (salesperson or broker associate); or D both the Lessee's Agent and the Lessor's Agent (dual agent). Lessee 's Brokerage Firm ________________________________________ _ License No. ___________ Is the broker of (check one): D the Lessee ; or D both the Lessee and Lessor (dual agent). Lessee 's Agent ___________________________________________ _ License No . ___________ Is (check one): D the Lessee's Agent (salesperson or broker associate); or D both the Lessee's Agent and the Lessor's Agent (dual agent). PAGE 1 OF 19 INITIALS © 2019 AIR CRE. All Rights Reserved. Phone : Fax: Produced with zipForm® by ziplogix 18070 Fifteen Mile Road , Fraser, Michigan 48026 www z jp l ogjx com INITIALS STG-27 .40, Revised 11-25-2019 NA X 51 61 X 366 Grand- City of (b) Payment to Brokers: Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Brokers the brokerage fee agreed to in a separate written agreement (or if there is no such agreement, the sum of ________ or _______ % of the Base Rent) for the brokerage services rendered by the Brokers. 1.10 Guarantor. The obligations of the Lessee under this Lease are to be guaranteed by ------------------------------------("Guarantor"). (See also Paragraph 37) 1.11 Attachments. Attached hereto are the following, all of which constitute a part of this Lease: D an Addendum consisting of Paragraphs ______ through _____ _ D a plot plan depicting the Premises; D a current set of the Rules and Regulations; D a Work Letter; D other(specify): _________________________________________ _ 2. Premises. 2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and conditions set forth in this Lease. While the approximate square footage of the Premises may have been used in the marketing of the Premises for purposes of comparison, the Base Rent stated herein is NOT tied to square footage and is not subject to adjustment should the actual size be determined to be different. Note: Lessee is advised to verify the actual size prior to executing this Lease. 2.2 Condition. Lessor shall deliver the Premises to Lessee broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever first occurs ("Start Date"), and, so long as the required service contracts described in Paragraph 7.1 (b) below are obtained by Lessee and in effect within thirty days following the Start Date, warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems ("HVAC"), loading doors, sump pumps, if any, and all other such elements in the Premises, other than those constructed by Lessee, shall be in good operating condition on said date and that the surface and structural elements of the roof, bearing walls and foundation of any buildings on the Premises (the "Building") shall be free of material defects, and that the Unit does not contain hazardous levels of any mold or fungi defined as toxic under applicable state or federal law. If a non-compliance with said warranty exists as of the Start Date, or if one of such systems or elements should malfunction or fail within the appropriate warranty period, Lessor shall, as Lessor's sole obligation with respect to such matter, except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, rectify same at Lessor's expense. The warranty periods shall be as follows: (i) 6 months as to the HVAC systems, and (ii) 30 days as to the remaining systems and other elements of the Building. If Lessee does not give Lessor the required notice within the appropriate warranty period, correction of any such non-compliance, malfunction or failure shall be the obligation of Lessee at Lessee's sole cost and expense, except for the roof, foundations, and bearing walls which are handled as provided in paragraph 7. Lessor also warrants, that unless otherwise specified in writing, Lessor is unaware of (i) any recorded Notices of Default affecting the Premise; (ii) any delinquent amounts due under any loan secured by the Premises; and (iii) any bankruptcy proceeding affecting the Premises. 2.3 Compliance. Lessor warrants that to the best of its knowledge the improvements on the Premises comply with the building codes, applicable laws, covenants or restrictions of record, regulations, and ordinances ("Applicable Requirements") that were in effect at the time that each improvement, or portion thereof, was constructed. Said warranty does not apply to the use to which Lessee will put the Premises, modifications which may be required by the Americans with Disabilities Act or any similar laws as a result of Lessee's use (see Paragraph 50), or to any Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee. NOTE: Lessee is responsible for determining whether or not the Applicable Requirements, and especially the zoning, are appropriate for Lessee's intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, rectify the same at Lessor's expense. If Lessee does not give Lessor written notice of a non-compliance with this warranty within 6 months following the Start Date, correction of that non-compliance shall be the obligation of Lessee at Lessee's sole cost and expense. If the Applicable Requirements are hereafter changed so as to require during the term of this Lease the construction of an addition to or an alteration of the Premises and/or Building, the remediation of any Hazardous Substance, or the reinforcement or other physical modification of the Unit, Premises and/or Building ("Capital Expenditure"), Lessor and Lessee shall allocate the cost of such work as follows: (a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the specific and unique use of the Premises by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however that if such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months' Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, in writing, within 10 days after receipt of Lessee's termination notice that Lessor has elected to pay the difference between the actual cost thereof and an amount equal to 6 months' Base Rent. If Lessee elects termination, Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor written notice specifying a termination date at least 90 days thereafter. Such termination date shall, however, in no event be earlier than the last day that Lessee could legally utilize the Premises without commencing such Capital Expenditure. (b) If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as, governmentally mandated seismic modifications), then Lessor shall pay for such Capital Expenditure and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease or any extension thereof, on the date that on which the Base Rent is due, an amount equal to 11144th of the portion of such costs reasonably attributable to the Premises. Lessee shall pay Interest on the balance but may prepay its obligation at any time. If, however, such Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay its share thereof, Lessor shall have the option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies Lessor, in writing, within 10 days after receipt of Lessor's termination notice that Lessee will pay for such Capital Expenditure. If Lessor does not elect to terminate, and fails to tender its share of any such Capital Expenditure, Lessee may advance such funds and deduct same, with Interest, PAGE2 OF 19 INITIALS © 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.ziploqix.com INITIALS STG-27 .40, Revised 11-25-2019 366 Grand- City of from Rent until Lessor's share of such costs have been fully paid. If Lessee is unable to finance Lessor's share, or if the balance of the Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30 days written notice to Lessor. (c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non-voluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use, change in intensity of use, or modification to the Premises then, and in that event, Lessee shall either: (i) immediately cease such changed use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure, or (ii) complete such Capital Expenditure at its own expense. Lessee shall not, however, have any right to terminate this Lease. 2.4 Acknowledgements. Lessee acknowledges that: (a) it has been given an opportunity to inspect and measure the Premises, (b) it has been advised by Lessor and/or Brokers to satisfy itself with respect to the size and condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements and the Americans with Disabilities Act), and their suitability for Lessee's intended use, (c) Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises, (d) it is not relying on any representation as to the size of the Premises made by Brokers or Lessor, (e) the square footage of the Premises was not material to Lessee's decision to lease the Premises and pay the Rent stated herein, and (f) neither Lessor, Lessor's agents, nor Brokers have made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease. In addition, Lessor acknowledges that: (i) Brokers have made no representations, promises or warranties concerning Lessee's ability to honor the Lease or suitability to occupy the Premises, and (ii) it is Lessor's sole responsibility to investigate the financial capability and/or suitability of all proposed tenants. 2.5 Lessee as Prior Owner/Occupant. The warranties made by Lessor in Paragraph 2 shall be of no force or effect if immediately prior to the Start Date Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessary corrective work. 3. Term. 3.1 Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3. 3.2 Early Possession. Any provision herein granting Lessee Early Possession of the Premises is subject to and conditioned upon the Premises being available for such possession prior to the Commencement Date. Any grant of Early Possession only conveys a non-exclusive right to occupy the Premises. If Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation to pay Base Rent shall be abated for the period of such Early Possession. All other terms of this Lease (including but not limited to the obligations to pay Real Property Taxes and insurance premiums and to maintain the Premises) shall be in effect during such period. Any such Early Possession shall not affect the Expiration Date. 3.3 Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee by the Commencement Date. If, despite said efforts, Lessor is unable to deliver possession by such date, Lessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or change the Expiration Date. Lessee shall not, however, be obligated to pay Rent or perform its other obligations until Lessor delivers possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of Lessee. If possession is not delivered within 60 days after the Commencement Date, as the same may be extended under the terms of any Work Letter executed by Parties, Lessee may, at its option, by notice in writing within 10 days after the end of such 60 day period, cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder. If such written notice is not received by Lessor within said 10 day period, Lessee's right to cancel shall terminate. If possession of the Premises is not delivered within 120 days after the Commencement Date, this Lease shall terminate unless other agreements are reached between Lessor and Lessee, in writing. 3.4 Lessee Compliance. Lessor shall not be required to deliver possession of the Premises to Lessee until Lessee complies with its obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor's election to withhold possession pending receipt of such evidence of insurance. Further, if Lessee is required to perform any other conditions prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession until such conditions are satisfied. 4. Rent. 4.1 Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent ("Rent"). 4.2 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or deduction (except as specifically permitted in this Lease), on or before the day on which it is due. All monetary amounts shall be rounded to the nearest whole dollar. In the event that any invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the amount set forth in this Lease. Rent for any period during the term hereof which is for less than one full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor's rights to the balance of such Rent, regardless of Lessor's endorsement of any check so stating. In the event that any check, draft, or other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25 in addition to any Late Charge and Lessor, at its option, may require all future payments to be made by Lessee to be by cashier's check. Payments will be applied first to accrued late charges and attorney's fees, second to accrued interest, then to Base Rent, Insurance and Real Property Taxes, and any remaining amount to any other outstanding charges or costs. 4.3 Association Fees. In addition to the Base Rent, Lessee shall pay to Lessor each month an amount equal to any owner's association or condominium fees levied or assessed against the Premises. Said monies shall be paid at the same time and in the same manner as the Base Rent. 5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for Lessee's faithful performance of its obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or retain all or any portion of said Security Deposit for the payment of any amount already due Lessor, for Rents which will be due in the future, and/ or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or any portion of the Security Deposit, Lessee shall within 10 days after written request therefor deposit monies with Lessor sufficient to restore said PAGE3 OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipForm® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com 366 Grand- City of Security Deposit to the full amount required by this Lease. If the 8ese ReRt iReFeeses Eh:IFiRg the tef'R'I ef this beese, Lessee shell, uiaeR wFil=teR Fe11ueet fFeFR beeeeF, Eleiaeeit eEIElitieRel FReRiee with beeeeF ea that the tetel eFReuRt ef the SeeuFity Qeiaeeit ehell et ell tiFRee IBeeF the eeFRe 18F8188rtieR ta the iReFeeeeEI 8eee ReRt ea the iRitiel SeeuFity Qeiaeeit IBeFe ta the iRitiel 8eee ReRt. Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Security Deposit to the extent necessary, in Lessor's reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. If a change in control of Lessee occurs during this Lease and following such change the financial condition of Lessee is, in Lessor's reasonable judgment, significantly reduced, Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the Security Deposit to be at a commercially reasonable level based on such change in financial condition. Lessor shall not be required to keep the Security Deposit separate from its general accounts. Within 90 days after the expiration or termination of this Lease, Lessor shall return that portion of the Security Deposit not used or applied by Lessor. Lessor shall upon written request provide Lessee with an accounting showing how that portion of the Security Deposit that was not returned was applied. No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease. THE SECURITY DEPOSIT SHALL NOT BE USED BY LESSEE IN LIEU OF PAYMENT OF THE LAST MONTH'S RENT. 6. Use. 6.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or a nuisance, or that disturbs occupants of or causes damage to neighboring premises or properties. Other than guide, signal and seeing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, fish, or reptiles. Lessor shall not unreasonably withhold or delay its consent to any request for a modification of the Agreed Use, so long as the same will not impair the structural integrity of the improvements on the Premises or the mechanical or electrical systems therein, and/or is not significantly more burdensome to the Premises. If Lessor elects to withhold consent, Lessor shall within 7 days after such request give written notification of same, which notice shall include an explanation of Lessor's objections to the change in the Agreed Use. 6.2 Hazardous Substances. (a) Reportable Uses Require Consent. The term "Hazardous Substance" as used in this Lease shall mean any product, substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for potential liability of Lessor to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, by-products or fractions thereof. Lessee shall not engage in any activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Lessor and timely compliance (at Lessee's expense) with all Applicable Requirements. "Reportable Use" shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use, ordinary office supplies (copier toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contamination, injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expiration or termination) of protective modifications (such as concrete encasements) and/or increasing the Security Deposit. (b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance. (c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense, comply with all Applicable Requirements and take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee, or any third party. (d) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys' and consultants' fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance under the Premises from adjacent properties not caused or contributed to by Lessee). Lessee's obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement. (e) Lessor Indemnification. Except as otherwise provided in paragraph 8.7, Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages, including the cost of remediation, which result from Hazardous Substances which existed on the Premises prior to Lessee's occupancy or which are caused by PAGE4OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipFonn® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com 366 Grand- City of the gross negligence or willful misconduct of Lessor, its agents or employees. Lessor's obligations, as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. (f) Investigations and Remediations. Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to Lessee's occupancy, unless such remediation measure is required as a result of Lessee's use (including "Alterations", as defined in Paragraph 7.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor's investigative and remedial responsibilities. (g) Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph 9.1 (e)) occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by the Applicable Requirements and this Lease shall continue in full force and effect, but subject to Lessor's rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor's option, either (i) investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and effect, or (ii) if the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or $100,000, whichever is greater, give written notice to Lessee, within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor's desire to terminate this Lease as of the date 60 days following the date of such notice. In the event Lessor elects to give a termination notice, Lessee may, within 10 days thereafter, give written notice to Lessor of Lessee's commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12 times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days following such commitment. In such event, this Lease shall continue in full force and effect, and Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds are available. If Lessee does not give such notice and provide the required funds or assurance thereof within the time provided, this Lease shall terminate as of the date specified in Lessor's notice of termination. 6.3 Lessee's Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall, at Lessee's sole expense, fully, diligently and in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire insurance underwriter or rating bureau, and the recommendations of Lessor's engineers and/or consultants which relate in any manner to the Premises, without regard to whether said Applicable Requirements are now in effect or become effective after the Start Date. Lessee shall, within 10 days after receipt of Lessor's written request, provide Lessor with copies of all permits and other documents, and other information evidencing Lessee's compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable Requirements. Likewise, Lessee shall immediately give written notice to Lessor of: (i) any water damage to the Premises and any suspected seepage, pooling, dampness or other condition conducive to the production of mold; or (ii) any mustiness or other odors that might indicate the presence of mold in the Premises. In addition, Lessee shall provide Lessor with copies of its business license, certificate of occupancy and/or any similar document within 10 days of the receipt of a written request therefor. 6.4 Inspection; Compliance. Lessor and Lessor's "Lender" (as defined in Paragraph 30) and consultants authorized by Lessor shall have the right to enter into Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable notice, for the purpose of inspecting and/or testing the condition of the Premises and/or for verifying compliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a Hazardous Substance Condition (see paragraph 9.1) is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority. In such case, Lessee shall upon request reimburse Lessor for the cost of such inspection, so long as such inspection is reasonably related to the violation or contamination. In addition, Lessee shall provide copies of all relevant material safety data sheets (MSDS) to Lessor within 10 days of the receipt of a written request therefor. Lessee acknowledges that any failure on its part to allow such inspections or testing will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, should the Lessee fail to allow such inspections and/or testing in a timely fashion the Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater for the remainder to the Lease. The Parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to allow such inspection and/or testing. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to such failure nor prevent the exercise of any of the other rights and remedies granted hereunder. 7. Maintenance; Repairs; Utility Installations; Trade Fixtures and Alterations. 7.1 Lessee's Obligations. (a) In General. Subject to the provisions of Paragraph 2.2 (Condition), 2.3 (Compliance), 6.3 (Lessee's Compliance with Applicable Requirements), 7.2 (Lessor's Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at Lessee's sole expense, keep the Premises, Utility Installations (intended for Lessee's exclusive use, no matter where located), and Alterations in good order, condition and repair (whether or not the portion of the Premises requiring repairs, or the means of repairing the same, are reasonably or readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of Lessee's use, any prior use, the elements or the age of such portion of the Premises), including, but not limited to, all equipment or facilities, such as plumbing, HVAC equipment, electrical, lighting facilities, boilers, pressure vessels, fire protection system, fixtures, walls (interior and exterior), ceilings, floors, stairs, windows, doors, plate glass, skylights, landscaping, driveways, parking lots, fences, retaining walls, signs, sidewalks and parkways located in, on, or adjacent to the Premises. Lessee is also responsible for keeping the roof and roof drainage clean and free of debris. Lessor shall keep the surface and structural elements of the roof, foundations, and bearing walls in good repair (see paragraph 7.2). Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices, specifically including the procurement and maintenance of the service contracts required by Paragraph 7.1 (b) below. Lessee's obligations shall include restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition and state of repair. Lessee shall, during the term of this Lease, keep the exterior appearance of the Building in a first-class condition (including, e.g. graffiti removal) consistent with the exterior appearance of other similar facilities of comparable age and size in the vicinity, including, when necessary, the exterior repainting of the Building. PAGES OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipFonn® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com 366 Grand- City of (b) Service Contracts. Lessee shall, at Lessee's sole expense, procure and maintain contracts, with copies to Lessor, in customary form and substance for, and with contractors specializing and experienced in the maintenance of the following equipment and improvements, if any, if and when installed on the Premises: (i) HVAC equipment, (ii) boiler, and pressure vessels, (iii) fire extinguishing systems, including fire alarm and/or smoke detection, (iv) landscaping and irrigation systems, and (v) clarifiers. However, Lessor reserves the right, upon notice to Lessee, to procure and maintain any or all of such service contracts, and Lessee shall reimburse Lessor, upon demand, for the cost thereof. (c) Failure to Perform. If Lessee fails to perform Lessee's obligations under this Paragraph 7.1, Lessor may enter upon the Premises after 10 days' prior written notice to Lessee (except in the case of an emergency, in which case no notice shall be required), perform such obligations on Lessee's behalf, and put the Premises in good order, condition and repair, and Lessee shall promptly pay to Lessor a sum equal to 115% of the cost thereof. (d) Replacement. Subject to Lessee's indemnification of Lessor as set forth in Paragraph 8.7 below, and without relieving Lessee of liability resulting from Lessee's failure to exercise and perform good maintenance practices, if an item described in Paragraph 7.1 (b) cannot be repaired other than at a cost which is in excess of 50% of the cost of replacing such item, then such item shall be replaced by Lessor, and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease or any extension thereof, on the date on which Base Rent is due, an amount equal to the product of multiplying the cost of such replacement by a fraction, the numerator of which is one, and the denominator of which is 144 (ie. 11144th of the cost per month). Lessee shall pay Interest on the unamortized balance but may prepay its obligation at any time. 7.2 Lessor's Obligations. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 9 (Damage or Destruction) and 14 (Condemnation), it is intended by the Parties hereto that Lessor have no obligation, in any manner whatsoever, to repair and maintain the Premises, or the equipment therein, all of which obligations are intended to be that of the Lessee, except for the surface and structural elements of the roof, foundations and bearing walls, the repair of which shall be the responsibility of Lessor upon receipt of written notice that such a repair is necessary. It is the intention of the Parties that the terms of this Lease govern the respective obligations of the Parties as to maintenance and repair of the Premises, and they expressly waive the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease. 7.3 Utility Installations; Trade Fixtures; Alterations. (a) Definitions. The term "Utility Installations" refers to all floor and window coverings, air and/or vacuum lines, power panels, electrical distribution, security and fire protection systems, communication cabling, lighting fixtures, HVAC equipment, plumbing, and fencing in or on the Premises. The term "Trade Fixtures" shall mean Lessee's machinery and equipment that can be removed without doing material damage to the Premises. The term "Alterations" shall mean any modification of the improvements, other than Utility Installations or Trade Fixtures, whether by addition or deletion. "Lessee Owned Alterations and/or Utility Installations" are defined as Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a). (b) Consent. Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor's prior written consent. Leoeee "1ay, l-le•A1a,,er, Fflal10 neFI etn:1et1:1ral ,o,lteMtiene er Wtilify IF1etallatione to tt-le interior of ti-le PreFflioee (0Heh:1din1 tl=le reeij •A1ithe1:tt e1:1eh eenoer1t lsut ui;ieR Retiee te beeeer, ae leR!! ae tl<ley are Ret \li&ilsle freFR tl<le eutei!le, Ile Ret iR 1,el\le i;iuReturiR!!, releeatiR!! er reFRe,1iR!! tl<le reef er aRy e11ietiR!! 111alls, 111ill Rot ef:feet the eleetrieel, fllldfflbing, MVl\C, ands'er life safety systeR'ls, de net trigger tl:le FeE1UiFCR'lent :Jar e&Etitienel FFIOdifieetiens end,<er iFRf)F0\1eFRents to U1e PFeFAises res1:1lting fFeFFI Aflf)lieeble ReE1uirefflents, s1:1el-l as eoFRplianee \Yitl=I Title 2 4, end u~e e1:1FRulati\1e east tl=lereef Eh:1ring tl:lis Lease as entended Eleee net e1Eeeed a s1:1FF1 BE11:1al te 3 FRentl:l's 8aee Rent iR the aggFegate OF a s1:1FF1 e~1:1al to eRe FFIORth's 8ase ReRt iR aRy oRe year. Pletwitl<letaREliR!! tl<le fere11eiR!!, Lessee shall not make or permit any roof penetrations and/or install anything on the roof without the prior written approval of Lessor. Lessor may, as a precondition to granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee's: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work, and (iii) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor with as-built plans and specifications. For work which costs an amount in excess of one month's Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount equal to 150% of the estimated cost of such Alteration or Utility Installation and/or upon Lessee's posting an additional Security Deposit with Lessor. (c) Liens; Bonds. Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic's or materialmen's lien against the Premises or any interest therein. Lessee shall give Lessor not less than 10 days notice prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right to post notices of non-responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount of such contested lien, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to participate in any such action, Lessee shall pay Lessor's attorneys' fees and costs. 7.4 Ownership; Removal; Surrender; and Restoration. (a) Ownership. Subject to Lessor's right to require removal or elect ownership as hereinafter provided, all Alterations and Utility Installations made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time, elect in writing to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations. Unless otherwise instructed per Paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises. (b) Removal. By delivery to Lessee of written notice from Lessor not earlier than 90 and not later than 30 days prior to the end of the term of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration or termination of this Lease. Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations or Utility Installations made without the required consent. PAGE& OF 19 INITIALS © 2019 AIR CRE. All Rights Reserved. Produced with zipFonn® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zioLoaix com INITIALS STG-27 .40, Revised 11-25-2019 366 Grand- City of (c) Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted. "Ordinary wear and tear" shall not include any damage or deterioration that would have been prevented by good maintenance practice. Notwithstanding the foregoing and the provisions of Paragraph 7 .1 (a), if the Lessee occupies the Premises for 12 months or less, then Lessee shall surrender the Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall completely remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any third party (except Hazardous Substances which were deposited via underground migration from areas outside of the Premises) even if such removal would require Lessee to perform or pay for work that exceeds statutory requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. Any personal property of Lessee not removed on or before the Expiration Date or any earlier termination date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall constitute a holdover under the provisions of Paragraph 26 below. 8. Insurance; Indemnity. 8.1 Payment of Premium Increases. (a) Lessee shall pay to Lessor any insurance cost increase ("Insurance Cost Increase") occurring during the term of this Lease. Insurance Cost Increase is defined as any increase in the actual cost of the insurance required under Paragraph 8.2(b), 8.3(a) and 8.3(b), over and above the Base Premium as hereinafter defined calculated on an annual basis. Insurance Cost Increase shall include but not be limited to increases resulting from the nature of Lessee's occupancy, any act or omission of Lessee, requirements of the holder of mortgage or deed of trust covering the Premises, increased valuation of the Premises and/or a premium rate increase. The parties are encouraged to fill in the Base Premium in paragraph 1.8 with a reasonable premium for the Required Insurance based on the Agreed Use of the Premises. If the parties fail to insert a dollar amount in Paragraph 1.8, then the Base Premium shall be the lowest annual premium reasonably obtainable for the Required Insurance as of the commencement of the Original Term for the Agreed Use of the Premises. In no event, however, shall Lessee be responsible for any portion of the increase in the premium cost attributable to liability insurance carried by Lessor under Paragraph 8.2(b) in excess of $2,000,000 per occurrence. (b) Lessee shall pay any such Insurance Cost Increase to Lessor within 30 days after receipt by Lessee of a copy of the premium statement or other reasonable evidence of the amount due. If the insurance policies maintained hereunder cover other property besides the Premises, Lessor shall also deliver to Lessee a statement of the amount of such Insurance Cost Increase attributable only to the Premises showing in reasonable detail the manner in which such amount was computed. Premiums for policy periods commencing prior to, or extending beyond the term of this Lease, shall be prorated to correspond to the term of this Lease. 8.2 Liability Insurance. (a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee and Lessor as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per occurrence with an annual aggregate of not less than $2,000,000. Lessee shall add Lessor as an additional insured by means of an endorsement at least as broad as the Insurance Service Organization's "Additional Insured-Managers or Lessors of Premises" Endorsement. The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Lease as an "insured contract" for the performance of Lessee's indemnity obligations under this Lease. The limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder. Lessee shall provide an endorsement on its liability policy(ies) which provides that its insurance shall be primary to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only. (b) Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph 8.2(a), in addition to, and not in lieu of, the insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured therein. 8.3 Property Insurance -Building, Improvements and Rental Value. (a) Building and Improvements. The Insuring Party shall obtain and keep in force a policy or policies in the name of Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Premises. The amount of such insurance shall be equal to the full insurable replacement cost of the Premises, as the same shall exist from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and available insurable value thereof. Lessee Owned Alterations and Utility Installations, Trade Fixtures, and Lessee's personal property shall be insured by Lessee not by Lessor. If the coverage is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of flood and/or earthquake unless required by a Lender or included in the Base Premium), including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located. If such insurance coverage has a deductible clause, the deductible amount shall not exceed $5,000 per occurrence, and Lessee shall be liable for such deductible amount in the event of an Insured Loss. (b) Rental Value. The Insuring Party shall obtain and keep in force a policy or policies in the name of Lessor with loss payable to Lessor and any Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an additional 180 days ("Rental Value Insurance"). Said insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, and the amount of coverage shall be adjusted annually to reflect the projected Rent otherwise payable by Lessee, for the next 12 month period. Lessee shall be liable for any deductible amount in the event of such loss. (c) Adjacent Premises. If the Premises are part of a larger building, or of a group of buildings owned by Lessor which are adjacent to the Premises, the Lessee shall pay for any increase in the premiums for the property insurance of such building or buildings if said increase is caused by Lessee's acts, omissions, use or occupancy of the Premises. PAGE 7 OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipFonn® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com 366 Grand- City of 8.4 Lessee's Property; Business Interruption Insurance; Worker's Compensation Insurance. (a) Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee's personal property, Trade Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not to exceed $1,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations. (b) Business Interruption. Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent lessees in the business of Lessee or attributable to prevention of access to the Premises as a result of such perils. (c) Worker's Compensation Insurance. Lessee shall obtain and maintain Worker's Compensation Insurance in such amount as may be required by Applicable Requirements. Such policy shall include a 'Waiver of Subrogation' endorsement. Lessee shall provide Lessor with a copy of such endorsement along with the certificate of insurance or copy of the policy required by paragraph 8.5. (d) No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of insurance specified herein are adequate to cover Lessee's property, business operations or obligations under this Lease. 8.5 Insurance Policies. Insurance required herein shall be by companies maintaining during the policy term a "General Policyholders Rating" of at least A-, VII, as set forth in the most current issue of "Best's Insurance Guide", or such other rating as may be required by a Lender. Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies of such insurance or certificates with copies of the required endorsements evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject to modification except after 30 days prior written notice to Lessor. Lessee shall, at least 10 days prior to the expiration of such policies, furnish Lessor with evidence of renewals or "insurance binders" evidencing renewal thereof, or Lessor may increase his liability insurance coverage and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the same. 8.6 Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the other, and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or incident to the perils required to be insured against herein. The effect of such releases and waivers is not limited by the amount of insurance carried or required, or by any deductibles applicable hereto. The Parties agree to have their respective property damage insurance carriers waive any right to subrogation that such companies may have against Lessor or Lessee, as the case may be, so long as the insurance is not invalidated thereby. 8.7 Indemnity. Except for Lessor's gross negligence or willful misconduct, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor's master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or damages, liens, judgments, penalties, attorneys' and consultants' fees, expenses and/or liabilities arising out of, involving, or in connection with, the use and/or occupancy of the Premises by Lessee. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters, Lessee shall upon notice defend the same at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any such claim in order to be defended or indemnified. 8.8 Exemption of Lessor and its Agents from Liability. Notwithstanding the negligence or breach of this Lease by Lessor or its agents, neither Lessor nor its agents shall be liable under any circumstances for: (i) injury or damage to the person or goods, wares, merchandise or other property of Lessee, Lessee's employees, contractors, invitees, customers, or any other person in or about the Premises, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, indoor air quality, the presence of mold or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the Premises or upon other portions of the building of which the Premises are a part, or from other sources or places, (ii) any damages arising from any act or neglect of any other tenant of Lessor or from the failure of Lessor or its agents to enforce the provisions of any other lease in the Project, or (iii) injury to Lessee's business or for any loss of income or profit therefrom. Instead, it is intended that Lessee's sole recourse in the event of such damages or injury be to file a claim on the insurance policy(ies) that Lessee is required to maintain pursuant to the provisions of paragraph 8. 8.9 Failure to Provide Insurance. Lessee acknowledges that any failure on its part to obtain or maintain the insurance required herein will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, for any month or portion thereof that Lessee does not maintain the required insurance and/or does not provide Lessor with the required binders or certificates evidencing the existence of the required insurance, the Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater. The parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to maintain the required insurance. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to maintain such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of its obligation to maintain the insurance specified in this Lease. 9. Damage or Destruction. 9.1 Definitions. (a) "Premises Partial Damage" shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations, which can reasonably be repaired in 6 months or less from the date of the damage or destruction. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. (b) "Premises Total Destruction" shall mean damage or destruction to the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 6 months or less from the date of the damage or destruction. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. (c) "Insured Loss" shall mean damage or destruction to improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which was caused by an event required to be covered by the insurance described in Paragraph 8.3(a), irrespective of any deductible amounts or coverage limits involved. PAGES OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipFonn® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com 366 Grand- City of (d) "Replacement Cost" shall mean the cost to repair or rebuild the improvements owned by Lessor at the time of the occurrence to their condition existing immediately prior thereto, including demolition, debris removal and upgrading required by the operation of Applicable Requirements, and without deduction for depreciation. (e) "Hazardous Substance Condition" shall mean the occurrence or discovery of a condition involving the presence of, or a contamination by, a Hazardous Substance, in, on, or under the Premises which requires restoration. 9.2 Partial Damage -Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair such damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible and this Lease shall continue in full force and effect; provided, however, that Lessee shall, at Lessor's election, make the repair of any damage or destruction the total cost to repair of which is $10,000 or less, and, in such event, Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are not sufficient to effect such repair, the Insuring Party shall promptly contribute the shortage in proceeds (except as to the deductible which is Lessee's responsibility) as and when required to complete said repairs. In the event, however, such shortage was due to the fact that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within 10 days following receipt of written notice of such shortage and request therefor. If Lessor receives said funds or adequate assurance thereof within said 10 day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect. If such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter to: (i) make such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and effect, or (ii) have this Lease terminate 30 days thereafter. Lessee shall not be entitled to reimbursement of any funds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if made by either Party. 9.3 Partial Damage -Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss occurs, unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee's expense), Lessor may either: (i) repair such damage as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and effect, or (ii) terminate this Lease by giving written notice to Lessee within 30 days after receipt by Lessor of knowledge of the occurrence of such damage. Such termination shall be effective 60 days following the date of such notice. In the event Lessor elects to terminate this Lease, Lessee shall have the right within 10 days after receipt of the termination notice to give written notice to Lessor of Lessee's commitment to pay for the repair of such damage without reimbursement from Lessor. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days after making such commitment. In such event this Lease shall continue in full force and effect, and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds are available. If Lessee does not make the required commitment, this Lease shall terminate as of the date specified in the termination notice. 9.4 Total Destruction. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shall terminate 60 days following such Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct of Lessee, Lessor shall have the right to recover Lessor's damages from Lessee, except as provided in Paragraph 8.6. 9.5 Damage Near End of Term. If at any time during the last 6 months of this Lease there is damage for which the cost to repair exceeds one month's Base Rent, whether or not an Insured Loss, Lessor may terminate this Lease effective 60 days following the date of occurrence of such damage by giving a written termination notice to Lessee within 30 days after the date of occurrence of such damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable option to extend this Lease or to purchase the Premises, then Lessee may preserve this Lease by, (a) exercising such option and (b) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs on or before the earlier of (i) the date which is 10 days after Lessee's receipt of Lessor's written notice purporting to terminate this Lease, or (ii) the day prior to the date upon which such option expires. If Lessee duly exercises such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lessor's commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such option and provide such funds or assurance during such period, then this Lease shall terminate on the date specified in the termination notice and Lessee's option shall be extinguished. 9.6 Abatement of Rent; Lessee's Remedies. (a) Abatement. In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for which Lessee is not responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediation or restoration of such damage shall be abated in proportion to the degree to which Lessee's use of the Premises is impaired, but not to exceed the proceeds received from the Rental Value insurance. All other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, destruction, remediation, repair or restoration except as provided herein. (b) Remedies. If Lessor is obligated to repair or restore the Premises and does not commence, in a substantial and meaningful way, such repair or restoration within 90 days after such obligation shall accrue, Lessee may, at any time prior to the commencement of such repair or restoration, give written notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee's election to terminate this Lease on a date not less than 60 days following the giving of such notice. If Lessee gives such notice and such repair or restoration is not commenced within 30 days thereafter, this Lease shall terminate as of the date specified in said notice. If the repair or restoration is commenced within such 30 days, this Lease shall continue in full force and effect. "Commence" shall mean either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work on the Premises, whichever first occurs. 9.7 Termination; Advance Payments. Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's Security Deposit as has not been, or is not then required to be, used by Lessor. PAGE9 OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipFonn® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com 366 Grand- City of 10. Real Property Taxes. 10.1 Definition. As used herein, the term "Real Property Taxes" shall include any form of assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Premises or the Project, Lessor's right to other income therefrom, and/or Lessor's business of leasing, by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Building address. Real Property Taxes shall also include any tax, fee, levy, assessment or charge, or any increase therein: (i) imposed by reason of events occurring during the term of this Lease, including but not limited to, a change in the ownership of the Premises, and (ii) levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease. 10.2 Payment of Taxes. Lessor shall pay the Real Property Taxes applicable to the Premises provided, however, that Lessee shall pay to Lessor the amount, if any, by which Real Property Taxes applicable to the Premises increase over the fiscal tax year during which the Commencement Date Occurs ("Tax Increase"). Payment of any such Tax Increase shall be made by Lessee to Lessor within 30 days after receipt of Lessor's written statement setting forth the amount due and computation thereof. If any such taxes shall cover any period of time prior to or after the expiration or termination of this Lease, Lessee's share of such taxes shall be prorated to cover only that portion of the tax bill applicable to the period that this Lease is in effect. In the event Lessee incurs a late charge on any Rent payment, Lessor may estimate the current Real Property Taxes, and require that the Tax Increase be paid in advance to Lessor by Lessee monthly in advance with the payment of the Base Rent. Such monthly payment shall be an amount equal to the amount of the estimated installment of the Tax Increase divided by the number of months remaining before the month in which said installment becomes delinquent. When the actual amount of the applicable Tax Increase is known, the amount of such equal monthly advance payments shall be adjusted as required to provide the funds needed to pay the applicable Tax Increase. If the amount collected by Lessor is insufficient to pay the Tax Increase when due, Lessee shall pay Lessor, upon demand, such additional sums as are necessary to pay such obligations. Advance payments may be intermingled with other moneys of Lessor and shall not bear interest. In the event of a Breach by Lessee in the performance of its obligations under this Lease, then any such advance payments may be treated by Lessor as an additional Security Deposit. 10.3 Additional Improvements. Notwithstanding anything to the contrary in this Paragraph 10.2, Lessee shall pay to Lessor upon demand therefor the entirety of any increase in Real Property Taxes assessed by reason of Alterations or Utility Installations placed upon the Premises by Lessee or at Lessee's request or by reason of any alterations or improvements to the Premises made by Lessor subsequent to the execution of this Lease by the Parties. 10.4 Joint Assessment. If the Premises are not separately assessed, Lessee's liability shall be an equitable proportion of the Tax Increase for all of the land and improvements included within the tax parcel assessed, such proportion to be conclusively determined by Lessor from the respective valuations assigned in the assessor's work sheets or such other information as may be reasonably available. 10.5 Personal Property Taxes. Lessee shall pay, prior to delinquency, all taxes assessed against and levied upon Lessee Owned Alterations, Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee. When possible, Lessee shall cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor. If any of Lessee's said property shall be assessed with Lessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee's property within 10 days after receipt of a written statement setting forth the taxes applicable to Lessee's property. 11. Utilities and Services. Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities and services supplied to the Premises, together with any taxes thereon. If any such services are not separately metered or billed to Lessee, Lessee shall pay a reasonable proportion, to be determined by Lessor, of all charges jointly metered or billed. There shall be no abatement of rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, interruption or discontinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor's reasonable control or in cooperation with governmental request or directions. Within fifteen days of Lessor's written request, Lessee agrees to deliver to Lessor such information, documents and/or authorization as Lessor needs in order for Lessor to comply with new or existing Applicable Requirements relating to commercial building energy usage, ratings, and/or the reporting thereof. 12. Assignment and Subletting. 12.1 Lessor's Consent Required. (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, "assign or assignment") or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent. (b) Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange, a change in the control of Lessee shall constitute an assignment requiring consent. The transfer, on a cumulative basis, of 25% or more of the voting control of Lessee shall constitute a change in control for this purpose. ~ l'l=le iF1 1,1elveFTieF1t ef Leeeee er ite eeeete iFI BFI)' treF1eeetien, er eeriee of treF1el!uHiene (tay way ef FTIOflBF, eele, ee~uieitien, JiF1eneiF19, treF1efer, le 1,er,a9eet tat::1y eut er etl=leP&\1iee~, wl=letl=ler er F1et a ferFAel eeeiBFIFTIBFlt er l=ly~etl'leeetieFI of tl=lie Leeee er Leeeoe'e eeeete eeeure, ,.,..l<liol<I F881,1lt8 OF ,.,..ill F881,1lt iR 8 FoE11,1otioR of tl<lo ~lot 1A'E11•tl<I of boeeoo l!ly BR BFROl,IRt gFoatoF tl<laR :!liq" of 91,101<1 Mot WoFtl<I 88 it V\188 FOJH888RtoEI at tl<lo tiFRO of tl<lo 8)1881,ltioR of tl<li8 b8888 OF at tl<lo tiFRO of tl<lo FRoet FOOORt aeeigRFRORt to ·,:.rl<liol<I b0888F 1<188 88R88RtoEI, OF 88 it oniet8 iFRFROEliatoly li!FiOF to 88iEI tFBR8&otioR OF tFBR88otioR8 88R8tit1,1tiRg 91,101<1 FoE11,1otioR, wl<liol<lo·,oF ,.,..88 OF i8 gFoatoF, 81<1811 BO 88R8iEIOFOEI BR 888igRFRORt of tl<li8 b8888 to wl<liol<I bOOOOF FABY ..... itl<ll<lolEI ito OOROORt. "Not \tilerttl ef boeeoo" ol<lall FROBR tl<lo Rot ,.,..oFtl<I of booooo ionol1,1EliRg BAY g1,1aF&RtoFB➔ oetal!lliol<loEI l,IREIOF goROFally aoooi;itoEI aooo1,1RtiRg i;iFiRoii;iloo. (d) An assignment or subletting without consent shall, at Lessor's option, be a Default curable after notice per Paragraph 13.1 (d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon 30 days written notice, increase the monthly Base Rent to 110% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to 110% of the price previously in effect, and (ii) all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent. (e) Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limited to ooFRi;ioRoatoF)' ElaFRagoo aREl~oF injunctive relief. (f) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Default at the time consent is requested. PAGE 10 OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipForm® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com 366 Grand- City of (g) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, ie. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting. 12.2 Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, no assignment or subletting shall: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or (iii) alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's Default or Breach. (c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $500 as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (See also Paragraph 36) (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment, entering into such sublease, or entering into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing. (g) Lessor's consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (See Paragraph 39.2) 12.3 Additional Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein: (a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest in all Rent payable on any sublease, and Lessor may collect such Rent and apply same toward Lessee's obligations under this Lease; provided, however, that until a Breach shall occur in the performance of Lessee's obligations, Lessee may collect said Rent. In the event that the amount collected by Lessor exceeds Lessee's then outstanding obligations any such excess shall be refunded to Lessee. Lessor shall not, by reason of the foregoing or any assignment of such sublease, nor by reason of the collection of Rent, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee's obligations to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists in the performance of Lessee's obligations under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists, notwithstanding any claim from Lessee to the contrary. (b) In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn to Lessor, in which event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor. (c) Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor. (d) No sublessee shall further assign or sublet all or any part of the Premises without Lessor's prior written consent. (e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure the Default of Lessee within the grace period, if any, specified in such notice. The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defaults cured by the sublessee. 13. Default; Breach; Remedies. 13.1 Default; Breach. A "Default" is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease. A "Breach" is defined as the occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within any applicable grace period: (a) The abandonment of the Premises; or the vacating of the Premises without providing a commercially reasonable level of security, or where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or without providing reasonable assurances to minimize potential vandalism. (b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of 3 business days following written notice to Lessee. THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHT TO RECOVER POSSESSION OF THE PREMISES. (c) The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste, act or acts constituting public or private nuisance, and/or an illegal activity on the Premises by Lessee, where such actions continue for a period of 3 business days following written notice to Lessee. In the event that Lessee commits waste, a nuisance or an illegal activity a second time then, the Lessor may elect to treat such conduct as a non-curable Breach rather than a Default. (d) The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (ii) the service contracts, (iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate or financial statements, (v) a requested PAGE 11 OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipFonn® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com 366 Grand- City of subordination, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 42, (viii) material safety data sheets (MSDS), or (ix) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure continues for a period of 10 days following written notice to Lessee. (e) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 40 hereof, other than those described in subparagraphs 13.1 (a), (b), (c) or (d), above, where such Default continues for a period of 30 days after written notice; provided, however, that if the nature of Lessee's Default is such that more than 30 days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completion. (f) The occurrence of any of the following events: (i) the making of any general arrangement or assignment for the benefit of creditors; (ii) becoming a "debtor'' as defined in 11 U.S.C. §101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where possession is not restored to Lessee within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where such seizure is not discharged within 30 days; provided, however, in the event that any provision of this subparagraph (e) is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions. ttt l=he ~ieee,er, that &A'.J fiAeAeiel eteteFAeAt ef beeeee er ef &A'.J Elt1ereAter !!i,eA te beeeer nee FAeteriell'., felee. tAt If the lilerferFAeAee ef beeeee'e ebli11etieAe t1A~er thie beeee ie 11t1ereAtee~: Ei ➔ the ~eeth ef a Elt1ereAter, (ii ➔ the terFAiAetieA ef a Elt1ereAter'e liebili~• with reelileet te thie beeee ether theA iA eeee~eAee with the terFAe ef et1eh 11t1ereAtr, (iii➔ a Elt1ereAter'e beeeFAiA!! iAeelveAt er the et1bjeet ef a beAltrt11iltey filiA!!, Eiv➔ a Elt1ereAter'e reflleel te heAer the 11t1ereAty, er M a Elt1ereAter'e breeeh ef ite 11t1ereAty ebli11etieA eA eA eAtieililetery Basie, &AEI beeeee'e :JeiluFe, •xithiA 89 Elaye felle•niAg •NFitteA Aetiee of any euoh eYeAt, te pFOl..•iEle ,,vFitteA allerAati1a•e aee1=1FSAee er eeeurity, ,,vl=liet:I, wheA eet11ille~ with the theA eniotiA!! reoet1reeo ef beooee, eE1t1elo er e11eee~o the eeFAbiAe~ fiAeAeiel reoet1reeo ef beooee eA~ the Elt1ereAtero that eniote~ et the tiFAe ef e11eet1tieA ef thio beeoe. 13.2 Remedies. If Lessee fails to perform any of its affirmative duties or obligations, within 10 days after written notice (or in case of an emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee's behalf, including but not limited to the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. Lessee shall pay to Lessor an amount equal to 115% of the costs and expenses incurred by Lessor in such performance upon receipt of an invoice therefor. In the event of a Breach, Lessor may, with or without further notice or demand, and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach: (a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorneys' fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired term of this Lease. The worth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the time of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee's Breach of this Lease shall not waive Lessor's right to recover any damages to which Lessor is otherwise entitled. If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph 13.1. In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute. (b) Continue the Lease and Lessee's right to possession and recover the Rent as it becomes due, in which event Lessee may sublet or assign, subject only to reasonable limitations. Acts of maintenance, efforts to relet, and/or the appointment of a receiver to protect the Lessor's interests, shall not constitute a termination of the Lessee's right to possession. (c) Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherein the Premises are located. The expiration or termination of this Lease and/or the termination of Lessee's right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or by reason of Lessee's occupancy of the Premises. 13.3 Inducement Recapture. Any agreement for free or abated rent or other charges, the cost of tenant improvement for lessee paid for or performed by Lessor, or for the giving or paying by Lessor to or for Lessee of any cash or other bonus, inducement or consideration for Lessee's entering into this Lease, all of which concessions are hereinafter referred to as "Inducement Provisions," shall be deemed conditioned upon Lessee's full and faithful performance of all of the terms, covenants and conditions of this Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted from this Lease and of no further force or effect, and any rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Lessor under such an inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in writing by Lessor at the time of such acceptance. PAGE 12 OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipFonn® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com 366 Grand- City of 13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor within 5 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall immediately pay to Lessor a one-time late charge equal to 10% of each such overdue amount or $100, whichever is greater. The Parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of such late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee's Default or Breach with respect to such overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessor's option, become due and payable quarterly in advance. 13.5 Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due shall bear interest from the 31st day after it was due. The interest ("Interest") charged shall be computed at the rate of 10% per annum but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for in Paragraph 13.4. 13.6 Breach by Lessor. (a) Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be less than 30 days after receipt by Lessor, and any Lender whose name and address shall have been furnished Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor's obligation is such that more than 30 days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such 30 day period and thereafter diligently pursued to completion. ~ ParfBl'l'l'IBABB ~ 688888 BA lilahalf Bf l:BBHF. IA tlla BYBAt tllat naitllar l:aaaar nar l:anElar BldrBB aaiEI eraaall witllin ae Elays efler reaeipt af seiEI netiae, er if lle•1ing eernrneneeEI seiEI e1<1re tlley Ela net Eliligently p1<1rs1<1e it ta eernpletien, tllen l:essee may eleet ta e1<1re seiEI ereeell et l:essee's e11pense enEI effeet frern Rent tlle eet1<1el enEI reeseneele east ta perferrn s1<1ell e1<1re, pre .. •iEleEI llewe\•er, tllet s1<1ell effeet sllell net eHeee~ an aFF1e1:1nt e~1:1al te tl:le gFeater ef ene FRentli:l's 8ase Rent er the See1:1rity 9eJJesit, Feserving Lessee's rigl:lt te seal< reiFRbuF&eFRent ffeFR l:eeeer fer any e1<1sll ellpenae in B11seae ef e1<1ell effeet. l:eeeee ellell Elaa1<1rnent tlle eeet af aeiEI e1<1re enEI e1<1pply eeiEI Elaa1<1rnentetien ta l:eaeer. 14. Condemnation. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power (collectively "Condemnation"), this Lease shall terminate as to the part taken as of the date the condemning authority takes title or possession, whichever first occurs. If more than 10% of the Building, or more than 25% of that portion of the Premises not occupied by any building, is taken by Condemnation, Lessee may, at Lessee's option, to be exercised in writing within 10 days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within 10 days after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the Base Rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation paid by the condemner for Lessee's relocation expenses, loss of business goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility Installations made to the Premises by Lessee, for purposes of Condemnation only, shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is payable therefor. In the event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any damage to the Premises caused by such Condemnation. 15. Brokerage Fees. 15.1 Additional Commission. In addition to the payments owed pursuant to Paragraph 1.9 above, Lessor agrees that: (a) if Lessee exercises any Option, (b) if Lessee or anyone affiliated with Lessee acquires any rights to the Premises or other premises owned by Lessor and located within the same Project, if any, within which the Premises is located, (c) if Lessee remains in possession of the Premises, with the consent of Lessor, after the expiration of this Lease, or (d) if Base Rent is increased, whether by agreement or operation of an escalation clause herein, then, Lessor shall pay Brokers a fee in accordance with the fee schedule of the Brokers in effect at the time the Lease was executed. The provisions of this paragraph are intended to supersede the provisions of any earlier agreement to the contrary. 15.2 Assumption of Obligations. Any buyer or transferee of Lessor's interest in this Lease shall be deemed to have assumed Lessor's obligation hereunder. Brokers shall be third party beneficiaries of the provisions of Paragraphs 1.9, 15, 22 and 31. If Lessor fails to pay to Brokers any amounts due as and for brokerage fees pertaining to this Lease when due, then such amounts shall accrue Interest. In addition, if Lessor fails to pay any amounts to Lessee's Broker when due, Lessee's Broker may send written notice to Lessor and Lessee of such failure and if Lessor fails to pay such amounts within 10 days after said notice, Lessee shall pay said monies to its Broker and offset such amounts against Rent. In addition, Lessee's Broker shall be deemed to be a third party beneficiary of any commission agreement entered into by and/or between Lessor and Lessor's Broker for the limited purpose of collecting any brokerage fee owed. 15.3 Representations and Indemnities of Broker Relationships. Lessee and Lessor each represent and warrant to the other that it has had no dealings with any person, firm, broker, agent or finder (other than the Brokers and Agents, if any) in connection with this Lease, and that no one other than said named Brokers and Agents is entitled to any commission or finder's fee in connection herewith. Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions of the indemnifying Party, including any costs, expenses, attorneys' fees reasonably incurred with respect thereto. PAGE 13 OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipFonn® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com 366 Grand- City of 16. Estoppel Certificates. (a) Each Party (as "Responding Party") shall within 10 days after written notice from the other Party (the "Requesting Party") execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current "Estoppal Certificate" form published by the AIR Commercial Real Estate Association, plus such additional information, confirmation and/or statements as may be reasonably requested by the Requesting Party. (b) If the Responding Party shall fail to execute or deliver the Estoppal Certificate within such 10 day period, the Requesting Party may execute an Estoppal Certificate stating that: (i) the Lease is in full force and effect without modification except as may be represented by the Requesting Party, (ii) there are no uncured defaults in the Requesting Party's performance, and (iii) if Lessor is the Requesting Party, not more than one month's rent has been paid in advance. Prospective purchasers and encumbrancers may rely upon the Requesting Party's Estoppal Certificate, and the Responding Party shall be estopped from denying the truth of the facts contained in said Certificate. In addition, Lessee acknowledges that any failure on its part to provide such an Estoppal Certificate will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, should the Lessee fail to execute and/or deliver a requested Estoppal Certificate in a timely fashion the monthly Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater for remainder of the Lease. The Parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to provide the Estoppal Certificate. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to provide the Estoppal Certificate nor prevent the exercise of any of the other rights and remedies granted hereunder. (c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall within 10 days after written notice from Lessor deliver to any potential lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, including but not limited to Lessee's financial statements for the past 3 years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth. 17. Definition of Lessor. The term "Lessor" as used herein shall mean the owner or owners at the time in question of the fee title to the Premises, or, if this is a sublease, of the Lessee's interest in the prior lease. In the event of a transfer of Lessor's title or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined. 18. Severability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof. 19. Days. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Lease shall mean and refer to calendar days. 20. Limitation on Liability. The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor or its partners, members, directors, officers or shareholders, and Lessee shall look to the Premises, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor's partners, members, directors, officers or shareholders, or any of their personal assets for such satisfaction. 21. Time of Essence. Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties under this Lease. 22. No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each represents and warrants to the Brokers that it has made, and is relying solely upon, its own investigation as to the nature, quality, character and financial responsibility of the other Party to this Lease and as to the use, nature, quality and character of the Premises. Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either Party. 23. Notices. 23.1 Notice Requirements. All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered in person (by hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission, and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23. The addresses noted adjacent to a Party's signature on this Lease shall be that Party's address for delivery or mailing of notices. Either Party may by written notice to the other specify a different address for notice, except that upon Lessee's taking possession of the Premises, the Premises shall constitute Lessee's address for notice. A copy of all notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate in writing. 23.2 Date of Notice. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed given 72 hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight courier that guarantees next day delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. Notices delivered by hand, or transmitted by facsimile transmission or by email shall be deemed delivered upon actual receipt. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day. 24. Waivers. (a) No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition hereof. Lessor's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor's consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppal to enforce the provision or provisions of this Lease requiring such consent. PAGE 14 OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipFonn® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com 366 Grand- City of (b) The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of moneys or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Lessor at or before the time of deposit of such payment. (c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATED THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH THIS LEASE. 25. Disclosures Regarding The Nature of a Real Estate Agency Relationship. (a) When entering into a discussion with a real estate agent regarding a real estate transaction, a Lessor or Lessee should from the outset understand what type of agency relationship or representation it has with the agent or agents in the transaction. Lessor and Lessee acknowledge being advised by the Brokers in this transaction, as follows: (i) Lessor's Agent. A Lessor's agent under a listing agreement with the Lessor acts as the agent for the Lessor only. A Lessor's agent or subagent has the following affirmative obligations: To the Lessor: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessor. To the Lessee and the Lessor: a. Diligent exercise of reasonable skills and care in performance of the agent's duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (ii) Lessee's Agent. An agent can agree to act as agent for the Lessee only. In these situations, the agent is not the Lessor's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Lessor. An agent acting only for a Lessee has the following affirmative obligations. To the Lessee: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessee. To the Lessee and the Lessor: a. Diligent exercise of reasonable skills and care in performance of the agent's duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (iii) Agent Representing Both Lessor and Lessee. A real estate agent, either acting directly or through one or more associate licenses, can legally be the agent of both the Lessor and the Lessee in a transaction, but only with the knowledge and consent of both the Lessor and the Lessee. In a dual agency situation, the agent has the following affirmative obligations to both the Lessor and the Lessee: a. A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Lessor or the Lessee. b. Other duties to the Lessor and the Lessee as stated above in subparagraphs (i) or (ii). In representing both Lessor and Lessee, the agent may not, without the express permission of the respective Party, disclose to the other Party confidential information, including, but not limited to, facts relating to either Lessee's or Lessor's financial position, motivations, bargaining position, or other personal information that may impact rent, including Lessor's willingness to accept a rent less than the listing rent or Lessee's willingness to pay rent greater than the rent offered. The above duties of the agent in a real estate transaction do not relieve a Lessor or Lessee from the responsibility to protect their own interests. Lessor and Lessee should carefully read all agreements to assure that they adequately express their understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional. Both Lessor and Lessee should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transaction can be complex and subject to change. (b) Brokers have no responsibility with respect to any default or breach hereof by either Party. l=he Parties lil!IFee that ne IEl'NB11it SF etheF le11al IJF888Bdin11 in 1,el11in11 any bFSaeh ef d11ty, 8FF8F SF BFRieeien FSlatiR!I te thie b:eaee FABY be bFSll!lht lil!llilinet 8Felt8F Fll8F8 than 8118 yeaF efteF U1e Stefl: 9ete enEt that U:we lie~ility ~inel1:1Eting ee1:1Ft easts end etteFneys' fees~, of any 8Felfer 1,•1itl:I Fest9eet te any suel'I le:11S1::1it ands'er legal 19reeeeding shell net eneeeEt U1e fee reeeiYed t3y s1:1el'I 8rel1:er t9ur:s1:1ent to this Lease; 19re1,ided, l:lew1e1,er, that tl=le feregeiAg lirflitetien en eeeh 8Felter:!s liability shall net be applieable te any !!Fess ne11li11enee eF willflll Fniseend11et ef s11eh 8FelteF. (c) Lessor and Lessee agree to identify to Brokers as "Confidential" any communication or information given Brokers that is considered by such Party to be confidential. 26. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. In the event that Lessee holds over, then the Base Rent shall be increased to 150% of the Base Rent applicable immediately preceding the expiration or termination. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee. 27. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 28. Covenants and Conditions; Construction of Agreement. All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. 29. Binding Effect; Choice of Law. This Lease shall be binding upon the Parties, their personal representatives, successors and assigns and be governed by the laws of the State in which the Premises are located. Any litigation between the Parties hereto concerning this Lease shall be initiated in the county in which the Premises are located. Signatures to this Lease accomplished by means of electronic signature or similar technology shall be legal and binding. 30. Subordination; Attornment; Non-Disturbance. 30.1 Subordination. This Lease and any Option granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecation or security device (collectively, "Security Device"), now or hereafter placed upon the Premises, to any and all advances made on the security thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as "Lender'') shall have no liability or obligation to perform any of the obligations of Lessor under this Lease. Any Lender may elect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof to Lessee, whereupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation thereof. PAGE 15 OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipFonn® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com 366 Grand- City of 30.2 Attornment. In the event that Lessor transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or termination of a Security Device to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions of Paragraph 30.3, attorn to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner for the remainder of the term hereof, or, at the election of the new owner, this Lease will automatically become a new lease between Lessee and such new owner, and (ii) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Lessor's obligations, except that such new owner shall not: (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) be subject to any offsets or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more than one month's rent, or (d) be liable for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner. 30.3 Non-Disturbance. With respect to Security Devices entered into by Lessor after the execution of this Lease, Lessee's subordination of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a "Non-Disturbance Agreement") from the Lender which Non-Disturbance Agreement provides that Lessee's possession of the Premises, and this Lease, including any options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premises. Further, within 60 days after the execution of this Lease, Lessor shall, if requested by Lessee, use its commercially reasonable efforts to obtain a Non-Disturbance Agreement from the holder of any pre-existing Security Device which is secured by the Premises. In the event that Lessor is unable to provide the Non-Disturbance Agreement within said 60 days, then Lessee may, at Lessee's option, directly contact Lender and attempt to negotiate for the execution and delivery of a Non-Disturbance Agreement. 30.4 Self-Executing. The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents; provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination, attornment and/or Non-Disturbance Agreement provided for herein. 31. Attorneys' Fees. If any Party or Broker brings an action or proceeding involving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term, "Prevailing Party" shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred. In addition, Lessor shall be entitled to attorneys' fees, costs and expenses incurred in the preparation and service of notices of Default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such Default or resulting Breach ($200 is a reasonable minimum per occurrence for such services and consultation). 32. Lessor's Access; Showing Premises; Repairs. Lessor and Lessor's agents shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable prior notice for the purpose of showing the same to prospective purchasers, lenders, or tenants, and making such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long as there is no material adverse effect to Lessee's use of the Premises. All such activities shall be without abatement of rent or liability to Lessee. 33. Auctions. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor's prior written consent. Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction. 34. Signs. Lessor may place on the Premises ordinary "For Sale" signs at any time and ordinary "For Lease" signs during the last 6 months of the term hereof. Except for ordinary "for sublease" signs, Lessee shall not place any sign upon the Premises without Lessor's prior written consent. All signs must comply with all Applicable Requirements. 35. Termination; Merger. Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to continue any one or all existing subtenancies. Lessor's failure within 10 days following any such event to elect to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor's election to have such event constitute the termination of such interest. 36. Consents. All requests for consent shall be in writing. Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by or for the other Party, such consent shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs and expenses (including but not limited to architects', attorneys', engineers' and other consultants' fees) incurred in the consideration of, or response to, a request by Lessee for any Lessor consent, including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefor. Lessor's consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent. The failure to specify herein any particular condition to Lessor's consent shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given. In the event that either Party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in writing and in reasonable detail within 10 business days following such request. 37. Guarantor. 37.1 Execution. The Guarantors, if any, shall each execute a guaranty in the form most recently published by the AIR Commercial Real Estate Association. 37.2 Default. It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: (a) evidence of the execution of the guaranty, including the authority of the party signing on Guarantor's behalf to obligate Guarantor, and in the case of a corporate Guarantor, a certified copy of a resolution of its board of directors authorizing the making of such guaranty, (b) current financial statements, (c) an Estoppel Certificate, or (d) written confirmation that the guaranty is still in effect. PAGE 16 OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipFonn® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com X 366 Grand- City of 38. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on Lessee's part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof. 39. Options. If Lessee is granted an Option, as defined below, then the following provisions shall apply: 39.1 Definition. "Option" shall mean: (a) the right to extend or reduce the term of or renew this Lease or to extend or reduce the term of or renew any lease that Lessee has on other property of Lessor; (b) the right of first refusal or first offer to lease either the Premises or other property of Lessor; (c) the right to purchase, the right of first offer to purchase or the right of first refusal to purchase the Premises or other property of Lessor. 39.2 Options Personal To Original Lessee. Any Option granted to Lessee in this Lease is personal to the original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises and, if requested by Lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or subletting. 39.3 Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be exercised unless the prior Options have been validly exercised. 39.4 Effect of Default on Options. (a) Lessee shall have no right to exercise an Option: (i) during the period commencing with the giving of any notice of Default and continuing until said Default is cured, (ii) during the period of time any Rent is unpaid (without regard to whether notice thereof is given Lessee), (iii) during the time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or more notices of separate Default, whether or not the Defaults are cured, during the 12 month period immediately preceding the exercise of the Option. (b) The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee's inability to exercise an Option because of the provisions of Paragraph 39.4(a). (c) An Option shall terminate and be of no further force or effect, notwithstanding Lessee's due and timely exercise of the Option, if, after such exercise and prior to the commencement of the extended term or completion of the purchase, (i) Lessee fails to pay Rent for a period of 30 days after such Rent becomes due (without any necessity of Lessor to give notice thereof), or (ii) if Lessee commits a Breach of this Lease. 4-Mullif'le 8uilEliA9e. If UIe PreFAieee ere e J;!0rl ef e !lret1J;1 ef bt1iIElifl!l9 eeAtrelleEI b~ b:eeeer, b:eeeee 0!lreee tllet it aill ebiEle b~ eAEI eeAferFA te ell reeeeAeble rt1lee eAEI Fe!lt1letieF1e wlliell b:eeeer FAey FAel1e ffeFA tiFAe te tiFAe fer tlle FAOflO!leFAeflt, eefety, eAEI eere ef eeiEI J;1reJ;1erliee, iflelt1Elifl!I tlle eere eAEI eleefllifleee ef tlle !lret1F1Ele eAEI iAelt1Elifl!I tlle J;1erl1ifl!I, leeElifl!I eAEI t1AleeElifl!I ef vellielee, eAEI te eet1ee ite eFAJ;1leyeee, et1J;1J;1liere, elliJ;1J;1Bre, e11eteFAere, eeAtreinere eAEI ifl\•iteee te ee ebiEle eAEI eeAferFA. b:eeeee alee O!lreee te JilOY ite fair ellere ef eeFAFAefl e11J;1eAeee iflet1rreEI ifl eeAAeiniefl witll et1ell rt1lee OflEI rB!lt1letiefl&. 41. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of the Premises, Lessee, its agents and invitees and their property from the acts of third parties. 42. Reservations. Lessor reserves to itself the right, from time to time, to grant, without the consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, and to cause the recordation of parcel maps and restrictions, so long as such easements, rights, dedications, maps and restrictions do not unreasonably interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate any such easement rights, dedication, map or restrictions. 43. Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment "under protest" and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such sum. If it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party shall be entitled to recover such sum or so much thereof as it was not legally required to pay. A Party who does not initiate suit for the recovery of sums paid "under protest" within 6 months shall be deemed to have waived its right to protest such payment. 44. Authority; Multiple Parties; Execution. (a) If either Party hereto is a corporation, trust, limited liability company, partnership, or similar entity, each individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf. Each Party shall, within 30 days after request, deliver to the other Party satisfactory evidence of such authority. (b) If this Lease is executed by more than one person or entity as "Lessee", each such person or entity shall be jointly and severally liable hereunder. It is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease, or other document ancillary thereto and bind all of the named Lessees, and Lessor may rely on the same as if all of the named Lessees had executed such document. (c) This Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 45. Conflict. Any conflict between the printed provisions of this Lease and typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions. 46. Offer. Preparation of this Lease by either Party or their agent and submission of same to the other Party shall not be deemed an offer to lease to the other Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto. 47. Amendments. This Lease may be modified only in writing, signed by the Parties in interest at the time of the modification. As long as they do not materially change Lessee's obligations hereunder, Lessee agrees to make such reasonable non-monetary modifications to this Lease as may be reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of the Premises. 48. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT. 49. Arbitration of Disputes. An Addendum requiring the Arbitration of disputes between the Parties and/or Brokers arising out of this Lease D is D is not attached to this Lease. PAGE 17 OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipFonn® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com X Stacey S. Dobos, Individually and as Trustee of the Stacey S. Dobos Trust Agreement Dated 11/26/03 Stacey Dobos CEO City of South San Francisco 366 Grand- City of 50. Accessibility; Americans with Disabilities Act. (a) The Premises: D Have not undergone an inspection by a Certified Access Specialist (CASp). Note: A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. D Have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Premises met all applicable construction-related accessibility standards pursuant to California Civil Code §55.51 et seq. Lessee acknowledges that it received a copy of the inspection report at least 48 hours prior to executing this Lease and agrees to keep such report confidential. D Have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Premises did not meet all applicable construction-related accessibility standards pursuant to California Civil Code §55.51 et seq. Lessee acknowledges that it received a copy of the inspection report at least 48 hours prior to executing this Lease and agrees to keep such report confidential except as necessary to complete repairs and corrections of violations of construction related accessibility standards. In the event that the Premises have been issued an inspection report by a CASp the Lessor shall provide a copy of the disability access inspection certificate to Lessee within 7 days of the execution of this Lease. (b) Since compliance with the Americans with Disabilities Act (ADA) and other state and local accessibility statutes are dependent upon Lessee's specific use of the Premises, Lessor makes no warranty or representation as to whether or not the Premises comply with ADA or any similar legislation. In the event that Lessee's use of the Premises requires modifications or additions to the Premises in order to be in compliance with ADA or other accessibility statutes, Lessee agrees to make any such necessary modifications and/or additions at Lessee's expense. LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES. ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR CRE OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO: 1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE. 2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE. WARNING: IF THE PREMISES IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES IS LOCATED. The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures. Executed at:____________________ Executed at: ___________________ _ On: On: By LESSOR: By LESSEE: By: By: Name Printed: Name Printed: Title: Title: Phone: Phone: Fax: Fax: Email: Email: By: By: Name Printed: Name Printed: Title: Title: Phone: Phone: Fax: Fax: Email: Email: Address: Address: Federal ID No.: Federal ID No.: PAGE 18 OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipFonn® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com SC Properties Bob Guglielmi 311 S Ellsworth Ave San Mateo, CA 94401 (650)398-0280 bob.guglielmi@scpropsm.com 00642075 NA NA 366 Grand- City of BROKER BROKER Att: ___________________ _ Att: ___________________ _ Title: ______________________ _ Title: _____________________ _ Address: ____________________ _ Address: _____________________ _ Phone: ______________________ _ Phone: ______________________ _ Fax: ______________________ _ Fax: ______________________ _ Email: ______________________ _ Email: ______________________ _ Federal ID No.: __________________ _ Federal ID No.: __________________ _ Broker DRE License#: ________________ _ Broker DRE License#: ________________ _ Agent DRE License#: ________________ _ Agent DRE License#: ________________ _ AIR CRE " https://www.aircre.com " 213-687-8777 " contracts@aircre.com NOTICE: No part of the works may be reproduced in any form without permission in writing. PAGE 19 OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipForm® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com 366 Grand Ave- Plot Plan 4.."tLD- FC<Z:• ~ ~ f FC1: ~ • ~ ?1C• ,,. ~ ?1l- ... ... City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-313 Agenda Date:4/28/2021 Version:1 Item #:16a. Resolution authorizing the City Manager to execute a lease agreement for the commercial space located at 366 Grand Avenue in South San Francisco for the purposes of implementing a physical location for an Economic Mobility Resource Hub. WHEREAS,on April 14,2021,the City Council approved a Resolution which appropriated $2 million in American Rescue Act of 2021 (American Rescue Plan)funds towards the service contracts and space needs for the Hub; WHEREAS,the same Resolution also approved professional service contracts with both JobTrain and Renaissance in the amounts of $403,916 and $467,000 respectively,for the first year of operations in the Hub, as well as the acceptance of a $10,000 contribution towards the implementation of the Hub; WHEREAS,on March 24,2021,the City Council approved a Resolution which approved a Memorandum of Understanding (MOU)with San Mateo County (County)on implementing a North County Small Business and Entrepreneurship Resource Center, along with a County contribution of $200,000 for this effort; and WHEREAS,the City Council desires to enter into a short-term lease that will allow workforce development, small business consulting,entrepreneurial support,and other similar services to be offered under one roof in a location that is accessible to local residents and small business owners; and WHEREAS,the City has been negotiating a lease for the vacant property at 366 Grand Avenue and resolved significant terms with the property owner,which are reflected in the draft lease attached as Exhibit A and summarized in the staff report associated with this resolution.The City and property owner continue to negotiate other lease terms.Because of the pressing need to initiate programs at the Hub and the lead time necessary to make the property useable by JobTrain and Renaissance,the draft lease has been presented and considered for approval in substantially the form attached while remaining terms of the lease are being negotiated; and WHEREAS,staff projects the first year of lease payments to be approximately $160,000 including the base lease term, janitorial, utilities, and other monthly expenses. NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco hereby authorizes the City Manager,or his designee,to execute the lease agreement substantially in the form attached City of South San Francisco Printed on 5/7/2021Page 1 of 2 powered by Legistar™ File #:21-313 Agenda Date:4/28/2021 Version:1 Item #:16a. authorizes the City Manager,or his designee,to execute the lease agreement substantially in the form attached as Exhibit A to this Resolution,and as a result of completed negotiations,to make any revisions,amendments, or modifications,deemed necessary to carry out the intent of this resolution which do not materially alter or increase the City's obligations thereunder, subject to approval as to form by the City Attorney. BE IT FURTHER RESOLVED that this resolution shall take effect immediately. Exhibit: A.Lease Agreement ***** City of South San Francisco Printed on 5/7/2021Page 2 of 2 powered by Legistar™ April 7, 2021 Stacey S. Dobos, Individually and as Trustee of the Stacey S. Dobos Trust Agreement Dated November 26, 2003 City of South San Francisco 366 Grand Ave South San Francisco CA 94080 San Mateo an approximately 6,903 rentable square foot building and attached parking lot, situated on Grand Avenue Three (3)One (1)August 1, 2021 August 31, 2024 13,115.70 first September 1, 2021 X 51 13,115.70 September 1, 2021 to September 30, 2021 12,000.00 NA NA 25,115.70 The Premises shall be used for small business and entrepreneurship center or related uses authorized by the City of South San Francisco and approved by Lessor 4,581.00 SC Properties 01383173 X Bob Guglielmi 0064075 X NA NA SC Properties, 311 South Ellsworth Avenue San Mateo CA 94401 (650)342-3030 (650)375-7781 Lindsey Baggetta 366 Grand- City of AIR CR STANDARD INDUSTRIAUCOMMERCIAL SINGLE-TENANT LEASE -GROSS (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS) 1. Basic Provisions ("Basic Provisions"). 1.1 Parties: This Lease ("Lease"), dated for reference purposes only _____________________ _ is made by and between----------------------------------------- ----------------------------------------------("Lessor") and------------------------------------------------ ---------------------------------------------("Lessee"), (collectively the "Parties", or individually a "Party"). 1.2 Premises: That certain real property, including all improvements therein or to be provided by Lessor under the terms of this Lease, commonly known as (street address, city, state, zip): ______________________________ _ ("Premises"). The Premises are located in the County of ____________ , and are generally described as (describe briefly the nature of the property and, if applicable, the "Project", if the property is located within a Project): ________________ _ -----------------------------------------. (See also Paragraph 2) 1.3 Term : ______ years and ______ months ("Original Term") commencing ____________ _ ("Commencement Date") and ending _______________ ("Expiration Date"). (See also Paragraph 3) M lia,ly PeaeaeaieA ? If 010 PreFAieee are a•t'ailal;lle beeeee FABY l'laYe non e11eh,1eiYe i;,eeeeeeien of tl'le PreFAieee eeFAFAenein![I ___________ l"liaFly PeaeeeeieA 9ate"j. ~See alee Para![lrai;,l'le 3.il and 3.3) 1.5 Base Rent: $ ____________ per month ("Base Rent"), payable on the ____________ _ day of each month commencing --------------------------------------- -----------------------------------------. (See also Paragraph 4) D If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted . See Paragraph 1.6 Base Rent and Other Monies Paid Upon Execution : (a) Base Rent:$ ________ for the period _______________________ _ (b) (c) (d) Security Deposit: $ ________ ("Security Deposit"). (See also Paragraph 5) Association Fees: $ for the period ____________________ _ Other:$ ________ for ____________________________ _ (e) Total Due Upon Execution of this Lease : $ _________________________ _ 1.7 Agreed Use :---------------------------------------- ------------------------------------------(See also Paragraph 6) 1.8 Insuring Party: Lessor is the "Insuring Party". The annual "Base Premium" is$ ________ (See also Paragraph 8) 1.9 Real Estate Brokers : (See also Paragraph 15 and 25) (a) Representation: Each Party acknowledges receiving a Disclosure Regarding Real Estate Agency Relationship, confirms and consents to the following agency relationships in this Lease with the following real estate brokers ("Broker(s)") and/or their agents ("Agent(s)"): Lessor's Brokerage Firm----------------------------------------- License No . ___________ Is the broker of (check one): D the Lessor; or D both the Lessee and Lessor (dual agent). Lessor's Agent ____________________________________________ _ License No . ___________ Is (check one): D the Lessor's Agent (salesperson or broker associate); or D both the Lessee's Agent and the Lessor's Agent (dual agent). Lessee 's Brokerage Firm ________________________________________ _ License No. ___________ Is the broker of (check one): D the Lessee ; or D both the Lessee and Lessor (dual agent). Lessee 's Agent ___________________________________________ _ License No . ___________ Is (check one): D the Lessee's Agent (salesperson or broker associate); or D both the Lessee's Agent and the Lessor's Agent (dual agent). PAGE 1 OF 19 INITIALS © 2019 AIR CRE. All Rights Reserved. Phone : Fax: Produced with zipForm® by ziplogix 18070 Fifteen Mile Road , Fraser, Michigan 48026 www z jp l ogjx com INITIALS STG-27 .40, Revised 11-25-2019 NA X 51 61 X 366 Grand- City of (b) Payment to Brokers: Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Brokers the brokerage fee agreed to in a separate written agreement (or if there is no such agreement, the sum of ________ or _______ % of the Base Rent) for the brokerage services rendered by the Brokers. 1.10 Guarantor. The obligations of the Lessee under this Lease are to be guaranteed by ------------------------------------("Guarantor"). (See also Paragraph 37) 1.11 Attachments. Attached hereto are the following, all of which constitute a part of this Lease: D an Addendum consisting of Paragraphs ______ through _____ _ D a plot plan depicting the Premises; D a current set of the Rules and Regulations; D a Work Letter; D other(specify): _________________________________________ _ 2. Premises. 2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and conditions set forth in this Lease. While the approximate square footage of the Premises may have been used in the marketing of the Premises for purposes of comparison, the Base Rent stated herein is NOT tied to square footage and is not subject to adjustment should the actual size be determined to be different. Note: Lessee is advised to verify the actual size prior to executing this Lease. 2.2 Condition. Lessor shall deliver the Premises to Lessee broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever first occurs ("Start Date"), and, so long as the required service contracts described in Paragraph 7.1 (b) below are obtained by Lessee and in effect within thirty days following the Start Date, warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems ("HVAC"), loading doors, sump pumps, if any, and all other such elements in the Premises, other than those constructed by Lessee, shall be in good operating condition on said date and that the surface and structural elements of the roof, bearing walls and foundation of any buildings on the Premises (the "Building") shall be free of material defects, and that the Unit does not contain hazardous levels of any mold or fungi defined as toxic under applicable state or federal law. If a non-compliance with said warranty exists as of the Start Date, or if one of such systems or elements should malfunction or fail within the appropriate warranty period, Lessor shall, as Lessor's sole obligation with respect to such matter, except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, rectify same at Lessor's expense. The warranty periods shall be as follows: (i) 6 months as to the HVAC systems, and (ii) 30 days as to the remaining systems and other elements of the Building. If Lessee does not give Lessor the required notice within the appropriate warranty period, correction of any such non-compliance, malfunction or failure shall be the obligation of Lessee at Lessee's sole cost and expense, except for the roof, foundations, and bearing walls which are handled as provided in paragraph 7. Lessor also warrants, that unless otherwise specified in writing, Lessor is unaware of (i) any recorded Notices of Default affecting the Premise; (ii) any delinquent amounts due under any loan secured by the Premises; and (iii) any bankruptcy proceeding affecting the Premises. 2.3 Compliance. Lessor warrants that to the best of its knowledge the improvements on the Premises comply with the building codes, applicable laws, covenants or restrictions of record, regulations, and ordinances ("Applicable Requirements") that were in effect at the time that each improvement, or portion thereof, was constructed. Said warranty does not apply to the use to which Lessee will put the Premises, modifications which may be required by the Americans with Disabilities Act or any similar laws as a result of Lessee's use (see Paragraph 50), or to any Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee. NOTE: Lessee is responsible for determining whether or not the Applicable Requirements, and especially the zoning, are appropriate for Lessee's intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, rectify the same at Lessor's expense. If Lessee does not give Lessor written notice of a non-compliance with this warranty within 6 months following the Start Date, correction of that non-compliance shall be the obligation of Lessee at Lessee's sole cost and expense. If the Applicable Requirements are hereafter changed so as to require during the term of this Lease the construction of an addition to or an alteration of the Premises and/or Building, the remediation of any Hazardous Substance, or the reinforcement or other physical modification of the Unit, Premises and/or Building ("Capital Expenditure"), Lessor and Lessee shall allocate the cost of such work as follows: (a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the specific and unique use of the Premises by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however that if such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months' Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, in writing, within 10 days after receipt of Lessee's termination notice that Lessor has elected to pay the difference between the actual cost thereof and an amount equal to 6 months' Base Rent. If Lessee elects termination, Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor written notice specifying a termination date at least 90 days thereafter. Such termination date shall, however, in no event be earlier than the last day that Lessee could legally utilize the Premises without commencing such Capital Expenditure. (b) If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as, governmentally mandated seismic modifications), then Lessor shall pay for such Capital Expenditure and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease or any extension thereof, on the date that on which the Base Rent is due, an amount equal to 11144th of the portion of such costs reasonably attributable to the Premises. Lessee shall pay Interest on the balance but may prepay its obligation at any time. If, however, such Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay its share thereof, Lessor shall have the option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies Lessor, in writing, within 10 days after receipt of Lessor's termination notice that Lessee will pay for such Capital Expenditure. If Lessor does not elect to terminate, and fails to tender its share of any such Capital Expenditure, Lessee may advance such funds and deduct same, with Interest, PAGE2 OF 19 INITIALS © 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.ziploqix.com INITIALS STG-27 .40, Revised 11-25-2019 366 Grand- City of from Rent until Lessor's share of such costs have been fully paid. If Lessee is unable to finance Lessor's share, or if the balance of the Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30 days written notice to Lessor. (c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non-voluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use, change in intensity of use, or modification to the Premises then, and in that event, Lessee shall either: (i) immediately cease such changed use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure, or (ii) complete such Capital Expenditure at its own expense. Lessee shall not, however, have any right to terminate this Lease. 2.4 Acknowledgements. Lessee acknowledges that: (a) it has been given an opportunity to inspect and measure the Premises, (b) it has been advised by Lessor and/or Brokers to satisfy itself with respect to the size and condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements and the Americans with Disabilities Act), and their suitability for Lessee's intended use, (c) Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises, (d) it is not relying on any representation as to the size of the Premises made by Brokers or Lessor, (e) the square footage of the Premises was not material to Lessee's decision to lease the Premises and pay the Rent stated herein, and (f) neither Lessor, Lessor's agents, nor Brokers have made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease. In addition, Lessor acknowledges that: (i) Brokers have made no representations, promises or warranties concerning Lessee's ability to honor the Lease or suitability to occupy the Premises, and (ii) it is Lessor's sole responsibility to investigate the financial capability and/or suitability of all proposed tenants. 2.5 Lessee as Prior Owner/Occupant. The warranties made by Lessor in Paragraph 2 shall be of no force or effect if immediately prior to the Start Date Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessary corrective work. 3. Term. 3.1 Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3. 3.2 Early Possession. Any provision herein granting Lessee Early Possession of the Premises is subject to and conditioned upon the Premises being available for such possession prior to the Commencement Date. Any grant of Early Possession only conveys a non-exclusive right to occupy the Premises. If Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation to pay Base Rent shall be abated for the period of such Early Possession. All other terms of this Lease (including but not limited to the obligations to pay Real Property Taxes and insurance premiums and to maintain the Premises) shall be in effect during such period. Any such Early Possession shall not affect the Expiration Date. 3.3 Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee by the Commencement Date. If, despite said efforts, Lessor is unable to deliver possession by such date, Lessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or change the Expiration Date. Lessee shall not, however, be obligated to pay Rent or perform its other obligations until Lessor delivers possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of Lessee. If possession is not delivered within 60 days after the Commencement Date, as the same may be extended under the terms of any Work Letter executed by Parties, Lessee may, at its option, by notice in writing within 10 days after the end of such 60 day period, cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder. If such written notice is not received by Lessor within said 10 day period, Lessee's right to cancel shall terminate. If possession of the Premises is not delivered within 120 days after the Commencement Date, this Lease shall terminate unless other agreements are reached between Lessor and Lessee, in writing. 3.4 Lessee Compliance. Lessor shall not be required to deliver possession of the Premises to Lessee until Lessee complies with its obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor's election to withhold possession pending receipt of such evidence of insurance. Further, if Lessee is required to perform any other conditions prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession until such conditions are satisfied. 4. Rent. 4.1 Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent ("Rent"). 4.2 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or deduction (except as specifically permitted in this Lease), on or before the day on which it is due. All monetary amounts shall be rounded to the nearest whole dollar. In the event that any invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the amount set forth in this Lease. Rent for any period during the term hereof which is for less than one full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor's rights to the balance of such Rent, regardless of Lessor's endorsement of any check so stating. In the event that any check, draft, or other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25 in addition to any Late Charge and Lessor, at its option, may require all future payments to be made by Lessee to be by cashier's check. Payments will be applied first to accrued late charges and attorney's fees, second to accrued interest, then to Base Rent, Insurance and Real Property Taxes, and any remaining amount to any other outstanding charges or costs. 4.3 Association Fees. In addition to the Base Rent, Lessee shall pay to Lessor each month an amount equal to any owner's association or condominium fees levied or assessed against the Premises. Said monies shall be paid at the same time and in the same manner as the Base Rent. 5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for Lessee's faithful performance of its obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or retain all or any portion of said Security Deposit for the payment of any amount already due Lessor, for Rents which will be due in the future, and/ or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or any portion of the Security Deposit, Lessee shall within 10 days after written request therefor deposit monies with Lessor sufficient to restore said PAGE3 OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipForm® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com 366 Grand- City of Security Deposit to the full amount required by this Lease. If the 8ese ReRt iReFeeses Eh:IFiRg the tef'R'I ef this beese, Lessee shell, uiaeR wFil=teR Fe11ueet fFeFR beeeeF, Eleiaeeit eEIElitieRel FReRiee with beeeeF ea that the tetel eFReuRt ef the SeeuFity Qeiaeeit ehell et ell tiFRee IBeeF the eeFRe 18F8188rtieR ta the iReFeeeeEI 8eee ReRt ea the iRitiel SeeuFity Qeiaeeit IBeFe ta the iRitiel 8eee ReRt. Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Security Deposit to the extent necessary, in Lessor's reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. If a change in control of Lessee occurs during this Lease and following such change the financial condition of Lessee is, in Lessor's reasonable judgment, significantly reduced, Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the Security Deposit to be at a commercially reasonable level based on such change in financial condition. Lessor shall not be required to keep the Security Deposit separate from its general accounts. Within 90 days after the expiration or termination of this Lease, Lessor shall return that portion of the Security Deposit not used or applied by Lessor. Lessor shall upon written request provide Lessee with an accounting showing how that portion of the Security Deposit that was not returned was applied. No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease. THE SECURITY DEPOSIT SHALL NOT BE USED BY LESSEE IN LIEU OF PAYMENT OF THE LAST MONTH'S RENT. 6. Use. 6.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or a nuisance, or that disturbs occupants of or causes damage to neighboring premises or properties. Other than guide, signal and seeing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, fish, or reptiles. Lessor shall not unreasonably withhold or delay its consent to any request for a modification of the Agreed Use, so long as the same will not impair the structural integrity of the improvements on the Premises or the mechanical or electrical systems therein, and/or is not significantly more burdensome to the Premises. If Lessor elects to withhold consent, Lessor shall within 7 days after such request give written notification of same, which notice shall include an explanation of Lessor's objections to the change in the Agreed Use. 6.2 Hazardous Substances. (a) Reportable Uses Require Consent. The term "Hazardous Substance" as used in this Lease shall mean any product, substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for potential liability of Lessor to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, by-products or fractions thereof. Lessee shall not engage in any activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Lessor and timely compliance (at Lessee's expense) with all Applicable Requirements. "Reportable Use" shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use, ordinary office supplies (copier toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contamination, injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expiration or termination) of protective modifications (such as concrete encasements) and/or increasing the Security Deposit. (b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance. (c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense, comply with all Applicable Requirements and take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee, or any third party. (d) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys' and consultants' fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance under the Premises from adjacent properties not caused or contributed to by Lessee). Lessee's obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement. (e) Lessor Indemnification. Except as otherwise provided in paragraph 8.7, Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages, including the cost of remediation, which result from Hazardous Substances which existed on the Premises prior to Lessee's occupancy or which are caused by PAGE4OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipFonn® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com 366 Grand- City of the gross negligence or willful misconduct of Lessor, its agents or employees. Lessor's obligations, as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. (f) Investigations and Remediations. Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to Lessee's occupancy, unless such remediation measure is required as a result of Lessee's use (including "Alterations", as defined in Paragraph 7.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor's investigative and remedial responsibilities. (g) Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph 9.1 (e)) occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by the Applicable Requirements and this Lease shall continue in full force and effect, but subject to Lessor's rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor's option, either (i) investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and effect, or (ii) if the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or $100,000, whichever is greater, give written notice to Lessee, within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor's desire to terminate this Lease as of the date 60 days following the date of such notice. In the event Lessor elects to give a termination notice, Lessee may, within 10 days thereafter, give written notice to Lessor of Lessee's commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12 times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days following such commitment. In such event, this Lease shall continue in full force and effect, and Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds are available. If Lessee does not give such notice and provide the required funds or assurance thereof within the time provided, this Lease shall terminate as of the date specified in Lessor's notice of termination. 6.3 Lessee's Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall, at Lessee's sole expense, fully, diligently and in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire insurance underwriter or rating bureau, and the recommendations of Lessor's engineers and/or consultants which relate in any manner to the Premises, without regard to whether said Applicable Requirements are now in effect or become effective after the Start Date. Lessee shall, within 10 days after receipt of Lessor's written request, provide Lessor with copies of all permits and other documents, and other information evidencing Lessee's compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable Requirements. Likewise, Lessee shall immediately give written notice to Lessor of: (i) any water damage to the Premises and any suspected seepage, pooling, dampness or other condition conducive to the production of mold; or (ii) any mustiness or other odors that might indicate the presence of mold in the Premises. In addition, Lessee shall provide Lessor with copies of its business license, certificate of occupancy and/or any similar document within 10 days of the receipt of a written request therefor. 6.4 Inspection; Compliance. Lessor and Lessor's "Lender" (as defined in Paragraph 30) and consultants authorized by Lessor shall have the right to enter into Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable notice, for the purpose of inspecting and/or testing the condition of the Premises and/or for verifying compliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a Hazardous Substance Condition (see paragraph 9.1) is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority. In such case, Lessee shall upon request reimburse Lessor for the cost of such inspection, so long as such inspection is reasonably related to the violation or contamination. In addition, Lessee shall provide copies of all relevant material safety data sheets (MSDS) to Lessor within 10 days of the receipt of a written request therefor. Lessee acknowledges that any failure on its part to allow such inspections or testing will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, should the Lessee fail to allow such inspections and/or testing in a timely fashion the Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater for the remainder to the Lease. The Parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to allow such inspection and/or testing. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to such failure nor prevent the exercise of any of the other rights and remedies granted hereunder. 7. Maintenance; Repairs; Utility Installations; Trade Fixtures and Alterations. 7.1 Lessee's Obligations. (a) In General. Subject to the provisions of Paragraph 2.2 (Condition), 2.3 (Compliance), 6.3 (Lessee's Compliance with Applicable Requirements), 7.2 (Lessor's Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at Lessee's sole expense, keep the Premises, Utility Installations (intended for Lessee's exclusive use, no matter where located), and Alterations in good order, condition and repair (whether or not the portion of the Premises requiring repairs, or the means of repairing the same, are reasonably or readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of Lessee's use, any prior use, the elements or the age of such portion of the Premises), including, but not limited to, all equipment or facilities, such as plumbing, HVAC equipment, electrical, lighting facilities, boilers, pressure vessels, fire protection system, fixtures, walls (interior and exterior), ceilings, floors, stairs, windows, doors, plate glass, skylights, landscaping, driveways, parking lots, fences, retaining walls, signs, sidewalks and parkways located in, on, or adjacent to the Premises. Lessee is also responsible for keeping the roof and roof drainage clean and free of debris. Lessor shall keep the surface and structural elements of the roof, foundations, and bearing walls in good repair (see paragraph 7.2). Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices, specifically including the procurement and maintenance of the service contracts required by Paragraph 7.1 (b) below. Lessee's obligations shall include restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition and state of repair. Lessee shall, during the term of this Lease, keep the exterior appearance of the Building in a first-class condition (including, e.g. graffiti removal) consistent with the exterior appearance of other similar facilities of comparable age and size in the vicinity, including, when necessary, the exterior repainting of the Building. PAGES OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipFonn® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com 366 Grand- City of (b) Service Contracts. Lessee shall, at Lessee's sole expense, procure and maintain contracts, with copies to Lessor, in customary form and substance for, and with contractors specializing and experienced in the maintenance of the following equipment and improvements, if any, if and when installed on the Premises: (i) HVAC equipment, (ii) boiler, and pressure vessels, (iii) fire extinguishing systems, including fire alarm and/or smoke detection, (iv) landscaping and irrigation systems, and (v) clarifiers. However, Lessor reserves the right, upon notice to Lessee, to procure and maintain any or all of such service contracts, and Lessee shall reimburse Lessor, upon demand, for the cost thereof. (c) Failure to Perform. If Lessee fails to perform Lessee's obligations under this Paragraph 7.1, Lessor may enter upon the Premises after 10 days' prior written notice to Lessee (except in the case of an emergency, in which case no notice shall be required), perform such obligations on Lessee's behalf, and put the Premises in good order, condition and repair, and Lessee shall promptly pay to Lessor a sum equal to 115% of the cost thereof. (d) Replacement. Subject to Lessee's indemnification of Lessor as set forth in Paragraph 8.7 below, and without relieving Lessee of liability resulting from Lessee's failure to exercise and perform good maintenance practices, if an item described in Paragraph 7.1 (b) cannot be repaired other than at a cost which is in excess of 50% of the cost of replacing such item, then such item shall be replaced by Lessor, and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease or any extension thereof, on the date on which Base Rent is due, an amount equal to the product of multiplying the cost of such replacement by a fraction, the numerator of which is one, and the denominator of which is 144 (ie. 11144th of the cost per month). Lessee shall pay Interest on the unamortized balance but may prepay its obligation at any time. 7.2 Lessor's Obligations. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 9 (Damage or Destruction) and 14 (Condemnation), it is intended by the Parties hereto that Lessor have no obligation, in any manner whatsoever, to repair and maintain the Premises, or the equipment therein, all of which obligations are intended to be that of the Lessee, except for the surface and structural elements of the roof, foundations and bearing walls, the repair of which shall be the responsibility of Lessor upon receipt of written notice that such a repair is necessary. It is the intention of the Parties that the terms of this Lease govern the respective obligations of the Parties as to maintenance and repair of the Premises, and they expressly waive the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease. 7.3 Utility Installations; Trade Fixtures; Alterations. (a) Definitions. The term "Utility Installations" refers to all floor and window coverings, air and/or vacuum lines, power panels, electrical distribution, security and fire protection systems, communication cabling, lighting fixtures, HVAC equipment, plumbing, and fencing in or on the Premises. The term "Trade Fixtures" shall mean Lessee's machinery and equipment that can be removed without doing material damage to the Premises. The term "Alterations" shall mean any modification of the improvements, other than Utility Installations or Trade Fixtures, whether by addition or deletion. "Lessee Owned Alterations and/or Utility Installations" are defined as Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a). (b) Consent. Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor's prior written consent. Leoeee "1ay, l-le•A1a,,er, Fflal10 neFI etn:1et1:1ral ,o,lteMtiene er Wtilify IF1etallatione to tt-le interior of ti-le PreFflioee (0Heh:1din1 tl=le reeij •A1ithe1:tt e1:1eh eenoer1t lsut ui;ieR Retiee te beeeer, ae leR!! ae tl<ley are Ret \li&ilsle freFR tl<le eutei!le, Ile Ret iR 1,el\le i;iuReturiR!!, releeatiR!! er reFRe,1iR!! tl<le reef er aRy e11ietiR!! 111alls, 111ill Rot ef:feet the eleetrieel, fllldfflbing, MVl\C, ands'er life safety systeR'ls, de net trigger tl:le FeE1UiFCR'lent :Jar e&Etitienel FFIOdifieetiens end,<er iFRf)F0\1eFRents to U1e PFeFAises res1:1lting fFeFFI Aflf)lieeble ReE1uirefflents, s1:1el-l as eoFRplianee \Yitl=I Title 2 4, end u~e e1:1FRulati\1e east tl=lereef Eh:1ring tl:lis Lease as entended Eleee net e1Eeeed a s1:1FF1 BE11:1al te 3 FRentl:l's 8aee Rent iR the aggFegate OF a s1:1FF1 e~1:1al to eRe FFIORth's 8ase ReRt iR aRy oRe year. Pletwitl<letaREliR!! tl<le fere11eiR!!, Lessee shall not make or permit any roof penetrations and/or install anything on the roof without the prior written approval of Lessor. Lessor may, as a precondition to granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee's: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work, and (iii) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor with as-built plans and specifications. For work which costs an amount in excess of one month's Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount equal to 150% of the estimated cost of such Alteration or Utility Installation and/or upon Lessee's posting an additional Security Deposit with Lessor. (c) Liens; Bonds. Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic's or materialmen's lien against the Premises or any interest therein. Lessee shall give Lessor not less than 10 days notice prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right to post notices of non-responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount of such contested lien, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to participate in any such action, Lessee shall pay Lessor's attorneys' fees and costs. 7.4 Ownership; Removal; Surrender; and Restoration. (a) Ownership. Subject to Lessor's right to require removal or elect ownership as hereinafter provided, all Alterations and Utility Installations made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time, elect in writing to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations. Unless otherwise instructed per Paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises. (b) Removal. By delivery to Lessee of written notice from Lessor not earlier than 90 and not later than 30 days prior to the end of the term of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration or termination of this Lease. Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations or Utility Installations made without the required consent. PAGE& OF 19 INITIALS © 2019 AIR CRE. All Rights Reserved. Produced with zipFonn® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zioLoaix com INITIALS STG-27 .40, Revised 11-25-2019 366 Grand- City of (c) Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted. "Ordinary wear and tear" shall not include any damage or deterioration that would have been prevented by good maintenance practice. Notwithstanding the foregoing and the provisions of Paragraph 7 .1 (a), if the Lessee occupies the Premises for 12 months or less, then Lessee shall surrender the Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall completely remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any third party (except Hazardous Substances which were deposited via underground migration from areas outside of the Premises) even if such removal would require Lessee to perform or pay for work that exceeds statutory requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. Any personal property of Lessee not removed on or before the Expiration Date or any earlier termination date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall constitute a holdover under the provisions of Paragraph 26 below. 8. Insurance; Indemnity. 8.1 Payment of Premium Increases. (a) Lessee shall pay to Lessor any insurance cost increase ("Insurance Cost Increase") occurring during the term of this Lease. Insurance Cost Increase is defined as any increase in the actual cost of the insurance required under Paragraph 8.2(b), 8.3(a) and 8.3(b), over and above the Base Premium as hereinafter defined calculated on an annual basis. Insurance Cost Increase shall include but not be limited to increases resulting from the nature of Lessee's occupancy, any act or omission of Lessee, requirements of the holder of mortgage or deed of trust covering the Premises, increased valuation of the Premises and/or a premium rate increase. The parties are encouraged to fill in the Base Premium in paragraph 1.8 with a reasonable premium for the Required Insurance based on the Agreed Use of the Premises. If the parties fail to insert a dollar amount in Paragraph 1.8, then the Base Premium shall be the lowest annual premium reasonably obtainable for the Required Insurance as of the commencement of the Original Term for the Agreed Use of the Premises. In no event, however, shall Lessee be responsible for any portion of the increase in the premium cost attributable to liability insurance carried by Lessor under Paragraph 8.2(b) in excess of $2,000,000 per occurrence. (b) Lessee shall pay any such Insurance Cost Increase to Lessor within 30 days after receipt by Lessee of a copy of the premium statement or other reasonable evidence of the amount due. If the insurance policies maintained hereunder cover other property besides the Premises, Lessor shall also deliver to Lessee a statement of the amount of such Insurance Cost Increase attributable only to the Premises showing in reasonable detail the manner in which such amount was computed. Premiums for policy periods commencing prior to, or extending beyond the term of this Lease, shall be prorated to correspond to the term of this Lease. 8.2 Liability Insurance. (a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee and Lessor as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per occurrence with an annual aggregate of not less than $2,000,000. Lessee shall add Lessor as an additional insured by means of an endorsement at least as broad as the Insurance Service Organization's "Additional Insured-Managers or Lessors of Premises" Endorsement. The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Lease as an "insured contract" for the performance of Lessee's indemnity obligations under this Lease. The limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder. Lessee shall provide an endorsement on its liability policy(ies) which provides that its insurance shall be primary to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only. (b) Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph 8.2(a), in addition to, and not in lieu of, the insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured therein. 8.3 Property Insurance -Building, Improvements and Rental Value. (a) Building and Improvements. The Insuring Party shall obtain and keep in force a policy or policies in the name of Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Premises. The amount of such insurance shall be equal to the full insurable replacement cost of the Premises, as the same shall exist from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and available insurable value thereof. Lessee Owned Alterations and Utility Installations, Trade Fixtures, and Lessee's personal property shall be insured by Lessee not by Lessor. If the coverage is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of flood and/or earthquake unless required by a Lender or included in the Base Premium), including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located. If such insurance coverage has a deductible clause, the deductible amount shall not exceed $5,000 per occurrence, and Lessee shall be liable for such deductible amount in the event of an Insured Loss. (b) Rental Value. The Insuring Party shall obtain and keep in force a policy or policies in the name of Lessor with loss payable to Lessor and any Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an additional 180 days ("Rental Value Insurance"). Said insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, and the amount of coverage shall be adjusted annually to reflect the projected Rent otherwise payable by Lessee, for the next 12 month period. Lessee shall be liable for any deductible amount in the event of such loss. (c) Adjacent Premises. If the Premises are part of a larger building, or of a group of buildings owned by Lessor which are adjacent to the Premises, the Lessee shall pay for any increase in the premiums for the property insurance of such building or buildings if said increase is caused by Lessee's acts, omissions, use or occupancy of the Premises. PAGE 7 OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipFonn® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com 366 Grand- City of 8.4 Lessee's Property; Business Interruption Insurance; Worker's Compensation Insurance. (a) Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee's personal property, Trade Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not to exceed $1,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations. (b) Business Interruption. Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent lessees in the business of Lessee or attributable to prevention of access to the Premises as a result of such perils. (c) Worker's Compensation Insurance. Lessee shall obtain and maintain Worker's Compensation Insurance in such amount as may be required by Applicable Requirements. Such policy shall include a 'Waiver of Subrogation' endorsement. Lessee shall provide Lessor with a copy of such endorsement along with the certificate of insurance or copy of the policy required by paragraph 8.5. (d) No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of insurance specified herein are adequate to cover Lessee's property, business operations or obligations under this Lease. 8.5 Insurance Policies. Insurance required herein shall be by companies maintaining during the policy term a "General Policyholders Rating" of at least A-, VII, as set forth in the most current issue of "Best's Insurance Guide", or such other rating as may be required by a Lender. Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies of such insurance or certificates with copies of the required endorsements evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject to modification except after 30 days prior written notice to Lessor. Lessee shall, at least 10 days prior to the expiration of such policies, furnish Lessor with evidence of renewals or "insurance binders" evidencing renewal thereof, or Lessor may increase his liability insurance coverage and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the same. 8.6 Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the other, and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or incident to the perils required to be insured against herein. The effect of such releases and waivers is not limited by the amount of insurance carried or required, or by any deductibles applicable hereto. The Parties agree to have their respective property damage insurance carriers waive any right to subrogation that such companies may have against Lessor or Lessee, as the case may be, so long as the insurance is not invalidated thereby. 8.7 Indemnity. Except for Lessor's gross negligence or willful misconduct, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor's master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or damages, liens, judgments, penalties, attorneys' and consultants' fees, expenses and/or liabilities arising out of, involving, or in connection with, the use and/or occupancy of the Premises by Lessee. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters, Lessee shall upon notice defend the same at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any such claim in order to be defended or indemnified. 8.8 Exemption of Lessor and its Agents from Liability. Notwithstanding the negligence or breach of this Lease by Lessor or its agents, neither Lessor nor its agents shall be liable under any circumstances for: (i) injury or damage to the person or goods, wares, merchandise or other property of Lessee, Lessee's employees, contractors, invitees, customers, or any other person in or about the Premises, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, indoor air quality, the presence of mold or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the Premises or upon other portions of the building of which the Premises are a part, or from other sources or places, (ii) any damages arising from any act or neglect of any other tenant of Lessor or from the failure of Lessor or its agents to enforce the provisions of any other lease in the Project, or (iii) injury to Lessee's business or for any loss of income or profit therefrom. Instead, it is intended that Lessee's sole recourse in the event of such damages or injury be to file a claim on the insurance policy(ies) that Lessee is required to maintain pursuant to the provisions of paragraph 8. 8.9 Failure to Provide Insurance. Lessee acknowledges that any failure on its part to obtain or maintain the insurance required herein will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, for any month or portion thereof that Lessee does not maintain the required insurance and/or does not provide Lessor with the required binders or certificates evidencing the existence of the required insurance, the Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater. The parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to maintain the required insurance. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to maintain such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of its obligation to maintain the insurance specified in this Lease. 9. Damage or Destruction. 9.1 Definitions. (a) "Premises Partial Damage" shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations, which can reasonably be repaired in 6 months or less from the date of the damage or destruction. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. (b) "Premises Total Destruction" shall mean damage or destruction to the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 6 months or less from the date of the damage or destruction. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. (c) "Insured Loss" shall mean damage or destruction to improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which was caused by an event required to be covered by the insurance described in Paragraph 8.3(a), irrespective of any deductible amounts or coverage limits involved. PAGES OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipFonn® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com 366 Grand- City of (d) "Replacement Cost" shall mean the cost to repair or rebuild the improvements owned by Lessor at the time of the occurrence to their condition existing immediately prior thereto, including demolition, debris removal and upgrading required by the operation of Applicable Requirements, and without deduction for depreciation. (e) "Hazardous Substance Condition" shall mean the occurrence or discovery of a condition involving the presence of, or a contamination by, a Hazardous Substance, in, on, or under the Premises which requires restoration. 9.2 Partial Damage -Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair such damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible and this Lease shall continue in full force and effect; provided, however, that Lessee shall, at Lessor's election, make the repair of any damage or destruction the total cost to repair of which is $10,000 or less, and, in such event, Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are not sufficient to effect such repair, the Insuring Party shall promptly contribute the shortage in proceeds (except as to the deductible which is Lessee's responsibility) as and when required to complete said repairs. In the event, however, such shortage was due to the fact that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within 10 days following receipt of written notice of such shortage and request therefor. If Lessor receives said funds or adequate assurance thereof within said 10 day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect. If such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter to: (i) make such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and effect, or (ii) have this Lease terminate 30 days thereafter. Lessee shall not be entitled to reimbursement of any funds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if made by either Party. 9.3 Partial Damage -Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss occurs, unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee's expense), Lessor may either: (i) repair such damage as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and effect, or (ii) terminate this Lease by giving written notice to Lessee within 30 days after receipt by Lessor of knowledge of the occurrence of such damage. Such termination shall be effective 60 days following the date of such notice. In the event Lessor elects to terminate this Lease, Lessee shall have the right within 10 days after receipt of the termination notice to give written notice to Lessor of Lessee's commitment to pay for the repair of such damage without reimbursement from Lessor. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days after making such commitment. In such event this Lease shall continue in full force and effect, and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds are available. If Lessee does not make the required commitment, this Lease shall terminate as of the date specified in the termination notice. 9.4 Total Destruction. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shall terminate 60 days following such Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct of Lessee, Lessor shall have the right to recover Lessor's damages from Lessee, except as provided in Paragraph 8.6. 9.5 Damage Near End of Term. If at any time during the last 6 months of this Lease there is damage for which the cost to repair exceeds one month's Base Rent, whether or not an Insured Loss, Lessor may terminate this Lease effective 60 days following the date of occurrence of such damage by giving a written termination notice to Lessee within 30 days after the date of occurrence of such damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable option to extend this Lease or to purchase the Premises, then Lessee may preserve this Lease by, (a) exercising such option and (b) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs on or before the earlier of (i) the date which is 10 days after Lessee's receipt of Lessor's written notice purporting to terminate this Lease, or (ii) the day prior to the date upon which such option expires. If Lessee duly exercises such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lessor's commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such option and provide such funds or assurance during such period, then this Lease shall terminate on the date specified in the termination notice and Lessee's option shall be extinguished. 9.6 Abatement of Rent; Lessee's Remedies. (a) Abatement. In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for which Lessee is not responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediation or restoration of such damage shall be abated in proportion to the degree to which Lessee's use of the Premises is impaired, but not to exceed the proceeds received from the Rental Value insurance. All other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, destruction, remediation, repair or restoration except as provided herein. (b) Remedies. If Lessor is obligated to repair or restore the Premises and does not commence, in a substantial and meaningful way, such repair or restoration within 90 days after such obligation shall accrue, Lessee may, at any time prior to the commencement of such repair or restoration, give written notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee's election to terminate this Lease on a date not less than 60 days following the giving of such notice. If Lessee gives such notice and such repair or restoration is not commenced within 30 days thereafter, this Lease shall terminate as of the date specified in said notice. If the repair or restoration is commenced within such 30 days, this Lease shall continue in full force and effect. "Commence" shall mean either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work on the Premises, whichever first occurs. 9.7 Termination; Advance Payments. Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's Security Deposit as has not been, or is not then required to be, used by Lessor. PAGE9 OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipFonn® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com 366 Grand- City of 10. Real Property Taxes. 10.1 Definition. As used herein, the term "Real Property Taxes" shall include any form of assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Premises or the Project, Lessor's right to other income therefrom, and/or Lessor's business of leasing, by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Building address. Real Property Taxes shall also include any tax, fee, levy, assessment or charge, or any increase therein: (i) imposed by reason of events occurring during the term of this Lease, including but not limited to, a change in the ownership of the Premises, and (ii) levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease. 10.2 Payment of Taxes. Lessor shall pay the Real Property Taxes applicable to the Premises provided, however, that Lessee shall pay to Lessor the amount, if any, by which Real Property Taxes applicable to the Premises increase over the fiscal tax year during which the Commencement Date Occurs ("Tax Increase"). Payment of any such Tax Increase shall be made by Lessee to Lessor within 30 days after receipt of Lessor's written statement setting forth the amount due and computation thereof. If any such taxes shall cover any period of time prior to or after the expiration or termination of this Lease, Lessee's share of such taxes shall be prorated to cover only that portion of the tax bill applicable to the period that this Lease is in effect. In the event Lessee incurs a late charge on any Rent payment, Lessor may estimate the current Real Property Taxes, and require that the Tax Increase be paid in advance to Lessor by Lessee monthly in advance with the payment of the Base Rent. Such monthly payment shall be an amount equal to the amount of the estimated installment of the Tax Increase divided by the number of months remaining before the month in which said installment becomes delinquent. When the actual amount of the applicable Tax Increase is known, the amount of such equal monthly advance payments shall be adjusted as required to provide the funds needed to pay the applicable Tax Increase. If the amount collected by Lessor is insufficient to pay the Tax Increase when due, Lessee shall pay Lessor, upon demand, such additional sums as are necessary to pay such obligations. Advance payments may be intermingled with other moneys of Lessor and shall not bear interest. In the event of a Breach by Lessee in the performance of its obligations under this Lease, then any such advance payments may be treated by Lessor as an additional Security Deposit. 10.3 Additional Improvements. Notwithstanding anything to the contrary in this Paragraph 10.2, Lessee shall pay to Lessor upon demand therefor the entirety of any increase in Real Property Taxes assessed by reason of Alterations or Utility Installations placed upon the Premises by Lessee or at Lessee's request or by reason of any alterations or improvements to the Premises made by Lessor subsequent to the execution of this Lease by the Parties. 10.4 Joint Assessment. If the Premises are not separately assessed, Lessee's liability shall be an equitable proportion of the Tax Increase for all of the land and improvements included within the tax parcel assessed, such proportion to be conclusively determined by Lessor from the respective valuations assigned in the assessor's work sheets or such other information as may be reasonably available. 10.5 Personal Property Taxes. Lessee shall pay, prior to delinquency, all taxes assessed against and levied upon Lessee Owned Alterations, Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee. When possible, Lessee shall cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor. If any of Lessee's said property shall be assessed with Lessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee's property within 10 days after receipt of a written statement setting forth the taxes applicable to Lessee's property. 11. Utilities and Services. Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities and services supplied to the Premises, together with any taxes thereon. If any such services are not separately metered or billed to Lessee, Lessee shall pay a reasonable proportion, to be determined by Lessor, of all charges jointly metered or billed. There shall be no abatement of rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, interruption or discontinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor's reasonable control or in cooperation with governmental request or directions. Within fifteen days of Lessor's written request, Lessee agrees to deliver to Lessor such information, documents and/or authorization as Lessor needs in order for Lessor to comply with new or existing Applicable Requirements relating to commercial building energy usage, ratings, and/or the reporting thereof. 12. Assignment and Subletting. 12.1 Lessor's Consent Required. (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, "assign or assignment") or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent. (b) Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange, a change in the control of Lessee shall constitute an assignment requiring consent. The transfer, on a cumulative basis, of 25% or more of the voting control of Lessee shall constitute a change in control for this purpose. ~ l'l=le iF1 1,1elveFTieF1t ef Leeeee er ite eeeete iFI BFI)' treF1eeetien, er eeriee of treF1el!uHiene (tay way ef FTIOflBF, eele, ee~uieitien, JiF1eneiF19, treF1efer, le 1,er,a9eet tat::1y eut er etl=leP&\1iee~, wl=letl=ler er F1et a ferFAel eeeiBFIFTIBFlt er l=ly~etl'leeetieFI of tl=lie Leeee er Leeeoe'e eeeete eeeure, ,.,..l<liol<I F881,1lt8 OF ,.,..ill F881,1lt iR 8 FoE11,1otioR of tl<lo ~lot 1A'E11•tl<I of boeeoo l!ly BR BFROl,IRt gFoatoF tl<laR :!liq" of 91,101<1 Mot WoFtl<I 88 it V\188 FOJH888RtoEI at tl<lo tiFRO of tl<lo 8)1881,ltioR of tl<li8 b8888 OF at tl<lo tiFRO of tl<lo FRoet FOOORt aeeigRFRORt to ·,:.rl<liol<I b0888F 1<188 88R88RtoEI, OF 88 it oniet8 iFRFROEliatoly li!FiOF to 88iEI tFBR8&otioR OF tFBR88otioR8 88R8tit1,1tiRg 91,101<1 FoE11,1otioR, wl<liol<lo·,oF ,.,..88 OF i8 gFoatoF, 81<1811 BO 88R8iEIOFOEI BR 888igRFRORt of tl<li8 b8888 to wl<liol<I bOOOOF FABY ..... itl<ll<lolEI ito OOROORt. "Not \tilerttl ef boeeoo" ol<lall FROBR tl<lo Rot ,.,..oFtl<I of booooo ionol1,1EliRg BAY g1,1aF&RtoFB➔ oetal!lliol<loEI l,IREIOF goROFally aoooi;itoEI aooo1,1RtiRg i;iFiRoii;iloo. (d) An assignment or subletting without consent shall, at Lessor's option, be a Default curable after notice per Paragraph 13.1 (d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon 30 days written notice, increase the monthly Base Rent to 110% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to 110% of the price previously in effect, and (ii) all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent. (e) Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limited to ooFRi;ioRoatoF)' ElaFRagoo aREl~oF injunctive relief. (f) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Default at the time consent is requested. PAGE 10 OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipForm® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com 366 Grand- City of (g) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, ie. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting. 12.2 Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, no assignment or subletting shall: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or (iii) alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's Default or Breach. (c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $500 as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (See also Paragraph 36) (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment, entering into such sublease, or entering into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing. (g) Lessor's consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (See Paragraph 39.2) 12.3 Additional Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein: (a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest in all Rent payable on any sublease, and Lessor may collect such Rent and apply same toward Lessee's obligations under this Lease; provided, however, that until a Breach shall occur in the performance of Lessee's obligations, Lessee may collect said Rent. In the event that the amount collected by Lessor exceeds Lessee's then outstanding obligations any such excess shall be refunded to Lessee. Lessor shall not, by reason of the foregoing or any assignment of such sublease, nor by reason of the collection of Rent, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee's obligations to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists in the performance of Lessee's obligations under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists, notwithstanding any claim from Lessee to the contrary. (b) In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn to Lessor, in which event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor. (c) Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor. (d) No sublessee shall further assign or sublet all or any part of the Premises without Lessor's prior written consent. (e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure the Default of Lessee within the grace period, if any, specified in such notice. The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defaults cured by the sublessee. 13. Default; Breach; Remedies. 13.1 Default; Breach. A "Default" is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease. A "Breach" is defined as the occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within any applicable grace period: (a) The abandonment of the Premises; or the vacating of the Premises without providing a commercially reasonable level of security, or where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or without providing reasonable assurances to minimize potential vandalism. (b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of 3 business days following written notice to Lessee. THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHT TO RECOVER POSSESSION OF THE PREMISES. (c) The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste, act or acts constituting public or private nuisance, and/or an illegal activity on the Premises by Lessee, where such actions continue for a period of 3 business days following written notice to Lessee. In the event that Lessee commits waste, a nuisance or an illegal activity a second time then, the Lessor may elect to treat such conduct as a non-curable Breach rather than a Default. (d) The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (ii) the service contracts, (iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate or financial statements, (v) a requested PAGE 11 OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipFonn® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com 366 Grand- City of subordination, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 42, (viii) material safety data sheets (MSDS), or (ix) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure continues for a period of 10 days following written notice to Lessee. (e) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 40 hereof, other than those described in subparagraphs 13.1 (a), (b), (c) or (d), above, where such Default continues for a period of 30 days after written notice; provided, however, that if the nature of Lessee's Default is such that more than 30 days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completion. (f) The occurrence of any of the following events: (i) the making of any general arrangement or assignment for the benefit of creditors; (ii) becoming a "debtor'' as defined in 11 U.S.C. §101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where possession is not restored to Lessee within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where such seizure is not discharged within 30 days; provided, however, in the event that any provision of this subparagraph (e) is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions. ttt l=he ~ieee,er, that &A'.J fiAeAeiel eteteFAeAt ef beeeee er ef &A'.J Elt1ereAter !!i,eA te beeeer nee FAeteriell'., felee. tAt If the lilerferFAeAee ef beeeee'e ebli11etieAe t1A~er thie beeee ie 11t1ereAtee~: Ei ➔ the ~eeth ef a Elt1ereAter, (ii ➔ the terFAiAetieA ef a Elt1ereAter'e liebili~• with reelileet te thie beeee ether theA iA eeee~eAee with the terFAe ef et1eh 11t1ereAtr, (iii➔ a Elt1ereAter'e beeeFAiA!! iAeelveAt er the et1bjeet ef a beAltrt11iltey filiA!!, Eiv➔ a Elt1ereAter'e reflleel te heAer the 11t1ereAty, er M a Elt1ereAter'e breeeh ef ite 11t1ereAty ebli11etieA eA eA eAtieililetery Basie, &AEI beeeee'e :JeiluFe, •xithiA 89 Elaye felle•niAg •NFitteA Aetiee of any euoh eYeAt, te pFOl..•iEle ,,vFitteA allerAati1a•e aee1=1FSAee er eeeurity, ,,vl=liet:I, wheA eet11ille~ with the theA eniotiA!! reoet1reeo ef beooee, eE1t1elo er e11eee~o the eeFAbiAe~ fiAeAeiel reoet1reeo ef beooee eA~ the Elt1ereAtero that eniote~ et the tiFAe ef e11eet1tieA ef thio beeoe. 13.2 Remedies. If Lessee fails to perform any of its affirmative duties or obligations, within 10 days after written notice (or in case of an emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee's behalf, including but not limited to the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. Lessee shall pay to Lessor an amount equal to 115% of the costs and expenses incurred by Lessor in such performance upon receipt of an invoice therefor. In the event of a Breach, Lessor may, with or without further notice or demand, and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach: (a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorneys' fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired term of this Lease. The worth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the time of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee's Breach of this Lease shall not waive Lessor's right to recover any damages to which Lessor is otherwise entitled. If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph 13.1. In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute. (b) Continue the Lease and Lessee's right to possession and recover the Rent as it becomes due, in which event Lessee may sublet or assign, subject only to reasonable limitations. Acts of maintenance, efforts to relet, and/or the appointment of a receiver to protect the Lessor's interests, shall not constitute a termination of the Lessee's right to possession. (c) Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherein the Premises are located. The expiration or termination of this Lease and/or the termination of Lessee's right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or by reason of Lessee's occupancy of the Premises. 13.3 Inducement Recapture. Any agreement for free or abated rent or other charges, the cost of tenant improvement for lessee paid for or performed by Lessor, or for the giving or paying by Lessor to or for Lessee of any cash or other bonus, inducement or consideration for Lessee's entering into this Lease, all of which concessions are hereinafter referred to as "Inducement Provisions," shall be deemed conditioned upon Lessee's full and faithful performance of all of the terms, covenants and conditions of this Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted from this Lease and of no further force or effect, and any rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Lessor under such an inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in writing by Lessor at the time of such acceptance. PAGE 12 OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipFonn® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com 366 Grand- City of 13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor within 5 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall immediately pay to Lessor a one-time late charge equal to 10% of each such overdue amount or $100, whichever is greater. The Parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of such late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee's Default or Breach with respect to such overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessor's option, become due and payable quarterly in advance. 13.5 Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due shall bear interest from the 31st day after it was due. The interest ("Interest") charged shall be computed at the rate of 10% per annum but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for in Paragraph 13.4. 13.6 Breach by Lessor. (a) Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be less than 30 days after receipt by Lessor, and any Lender whose name and address shall have been furnished Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor's obligation is such that more than 30 days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such 30 day period and thereafter diligently pursued to completion. ~ ParfBl'l'l'IBABB ~ 688888 BA lilahalf Bf l:BBHF. IA tlla BYBAt tllat naitllar l:aaaar nar l:anElar BldrBB aaiEI eraaall witllin ae Elays efler reaeipt af seiEI netiae, er if lle•1ing eernrneneeEI seiEI e1<1re tlley Ela net Eliligently p1<1rs1<1e it ta eernpletien, tllen l:essee may eleet ta e1<1re seiEI ereeell et l:essee's e11pense enEI effeet frern Rent tlle eet1<1el enEI reeseneele east ta perferrn s1<1ell e1<1re, pre .. •iEleEI llewe\•er, tllet s1<1ell effeet sllell net eHeee~ an aFF1e1:1nt e~1:1al te tl:le gFeater ef ene FRentli:l's 8ase Rent er the See1:1rity 9eJJesit, Feserving Lessee's rigl:lt te seal< reiFRbuF&eFRent ffeFR l:eeeer fer any e1<1sll ellpenae in B11seae ef e1<1ell effeet. l:eeeee ellell Elaa1<1rnent tlle eeet af aeiEI e1<1re enEI e1<1pply eeiEI Elaa1<1rnentetien ta l:eaeer. 14. Condemnation. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power (collectively "Condemnation"), this Lease shall terminate as to the part taken as of the date the condemning authority takes title or possession, whichever first occurs. If more than 10% of the Building, or more than 25% of that portion of the Premises not occupied by any building, is taken by Condemnation, Lessee may, at Lessee's option, to be exercised in writing within 10 days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within 10 days after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the Base Rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation paid by the condemner for Lessee's relocation expenses, loss of business goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility Installations made to the Premises by Lessee, for purposes of Condemnation only, shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is payable therefor. In the event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any damage to the Premises caused by such Condemnation. 15. Brokerage Fees. 15.1 Additional Commission. In addition to the payments owed pursuant to Paragraph 1.9 above, Lessor agrees that: (a) if Lessee exercises any Option, (b) if Lessee or anyone affiliated with Lessee acquires any rights to the Premises or other premises owned by Lessor and located within the same Project, if any, within which the Premises is located, (c) if Lessee remains in possession of the Premises, with the consent of Lessor, after the expiration of this Lease, or (d) if Base Rent is increased, whether by agreement or operation of an escalation clause herein, then, Lessor shall pay Brokers a fee in accordance with the fee schedule of the Brokers in effect at the time the Lease was executed. The provisions of this paragraph are intended to supersede the provisions of any earlier agreement to the contrary. 15.2 Assumption of Obligations. Any buyer or transferee of Lessor's interest in this Lease shall be deemed to have assumed Lessor's obligation hereunder. Brokers shall be third party beneficiaries of the provisions of Paragraphs 1.9, 15, 22 and 31. If Lessor fails to pay to Brokers any amounts due as and for brokerage fees pertaining to this Lease when due, then such amounts shall accrue Interest. In addition, if Lessor fails to pay any amounts to Lessee's Broker when due, Lessee's Broker may send written notice to Lessor and Lessee of such failure and if Lessor fails to pay such amounts within 10 days after said notice, Lessee shall pay said monies to its Broker and offset such amounts against Rent. In addition, Lessee's Broker shall be deemed to be a third party beneficiary of any commission agreement entered into by and/or between Lessor and Lessor's Broker for the limited purpose of collecting any brokerage fee owed. 15.3 Representations and Indemnities of Broker Relationships. Lessee and Lessor each represent and warrant to the other that it has had no dealings with any person, firm, broker, agent or finder (other than the Brokers and Agents, if any) in connection with this Lease, and that no one other than said named Brokers and Agents is entitled to any commission or finder's fee in connection herewith. Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions of the indemnifying Party, including any costs, expenses, attorneys' fees reasonably incurred with respect thereto. PAGE 13 OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipFonn® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com 366 Grand- City of 16. Estoppel Certificates. (a) Each Party (as "Responding Party") shall within 10 days after written notice from the other Party (the "Requesting Party") execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current "Estoppal Certificate" form published by the AIR Commercial Real Estate Association, plus such additional information, confirmation and/or statements as may be reasonably requested by the Requesting Party. (b) If the Responding Party shall fail to execute or deliver the Estoppal Certificate within such 10 day period, the Requesting Party may execute an Estoppal Certificate stating that: (i) the Lease is in full force and effect without modification except as may be represented by the Requesting Party, (ii) there are no uncured defaults in the Requesting Party's performance, and (iii) if Lessor is the Requesting Party, not more than one month's rent has been paid in advance. Prospective purchasers and encumbrancers may rely upon the Requesting Party's Estoppal Certificate, and the Responding Party shall be estopped from denying the truth of the facts contained in said Certificate. In addition, Lessee acknowledges that any failure on its part to provide such an Estoppal Certificate will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, should the Lessee fail to execute and/or deliver a requested Estoppal Certificate in a timely fashion the monthly Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater for remainder of the Lease. The Parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to provide the Estoppal Certificate. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to provide the Estoppal Certificate nor prevent the exercise of any of the other rights and remedies granted hereunder. (c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall within 10 days after written notice from Lessor deliver to any potential lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, including but not limited to Lessee's financial statements for the past 3 years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth. 17. Definition of Lessor. The term "Lessor" as used herein shall mean the owner or owners at the time in question of the fee title to the Premises, or, if this is a sublease, of the Lessee's interest in the prior lease. In the event of a transfer of Lessor's title or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined. 18. Severability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof. 19. Days. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Lease shall mean and refer to calendar days. 20. Limitation on Liability. The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor or its partners, members, directors, officers or shareholders, and Lessee shall look to the Premises, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor's partners, members, directors, officers or shareholders, or any of their personal assets for such satisfaction. 21. Time of Essence. Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties under this Lease. 22. No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each represents and warrants to the Brokers that it has made, and is relying solely upon, its own investigation as to the nature, quality, character and financial responsibility of the other Party to this Lease and as to the use, nature, quality and character of the Premises. Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either Party. 23. Notices. 23.1 Notice Requirements. All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered in person (by hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission, and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23. The addresses noted adjacent to a Party's signature on this Lease shall be that Party's address for delivery or mailing of notices. Either Party may by written notice to the other specify a different address for notice, except that upon Lessee's taking possession of the Premises, the Premises shall constitute Lessee's address for notice. A copy of all notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate in writing. 23.2 Date of Notice. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed given 72 hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight courier that guarantees next day delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. Notices delivered by hand, or transmitted by facsimile transmission or by email shall be deemed delivered upon actual receipt. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day. 24. Waivers. (a) No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition hereof. Lessor's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor's consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppal to enforce the provision or provisions of this Lease requiring such consent. PAGE 14 OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipFonn® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com 366 Grand- City of (b) The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of moneys or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Lessor at or before the time of deposit of such payment. (c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATED THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH THIS LEASE. 25. Disclosures Regarding The Nature of a Real Estate Agency Relationship. (a) When entering into a discussion with a real estate agent regarding a real estate transaction, a Lessor or Lessee should from the outset understand what type of agency relationship or representation it has with the agent or agents in the transaction. Lessor and Lessee acknowledge being advised by the Brokers in this transaction, as follows: (i) Lessor's Agent. A Lessor's agent under a listing agreement with the Lessor acts as the agent for the Lessor only. A Lessor's agent or subagent has the following affirmative obligations: To the Lessor: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessor. To the Lessee and the Lessor: a. Diligent exercise of reasonable skills and care in performance of the agent's duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (ii) Lessee's Agent. An agent can agree to act as agent for the Lessee only. In these situations, the agent is not the Lessor's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Lessor. An agent acting only for a Lessee has the following affirmative obligations. To the Lessee: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessee. To the Lessee and the Lessor: a. Diligent exercise of reasonable skills and care in performance of the agent's duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (iii) Agent Representing Both Lessor and Lessee. A real estate agent, either acting directly or through one or more associate licenses, can legally be the agent of both the Lessor and the Lessee in a transaction, but only with the knowledge and consent of both the Lessor and the Lessee. In a dual agency situation, the agent has the following affirmative obligations to both the Lessor and the Lessee: a. A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Lessor or the Lessee. b. Other duties to the Lessor and the Lessee as stated above in subparagraphs (i) or (ii). In representing both Lessor and Lessee, the agent may not, without the express permission of the respective Party, disclose to the other Party confidential information, including, but not limited to, facts relating to either Lessee's or Lessor's financial position, motivations, bargaining position, or other personal information that may impact rent, including Lessor's willingness to accept a rent less than the listing rent or Lessee's willingness to pay rent greater than the rent offered. The above duties of the agent in a real estate transaction do not relieve a Lessor or Lessee from the responsibility to protect their own interests. Lessor and Lessee should carefully read all agreements to assure that they adequately express their understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional. Both Lessor and Lessee should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transaction can be complex and subject to change. (b) Brokers have no responsibility with respect to any default or breach hereof by either Party. l=he Parties lil!IFee that ne IEl'NB11it SF etheF le11al IJF888Bdin11 in 1,el11in11 any bFSaeh ef d11ty, 8FF8F SF BFRieeien FSlatiR!I te thie b:eaee FABY be bFSll!lht lil!llilinet 8Felt8F Fll8F8 than 8118 yeaF efteF U1e Stefl: 9ete enEt that U:we lie~ility ~inel1:1Eting ee1:1Ft easts end etteFneys' fees~, of any 8Felfer 1,•1itl:I Fest9eet te any suel'I le:11S1::1it ands'er legal 19reeeeding shell net eneeeEt U1e fee reeeiYed t3y s1:1el'I 8rel1:er t9ur:s1:1ent to this Lease; 19re1,ided, l:lew1e1,er, that tl=le feregeiAg lirflitetien en eeeh 8Felter:!s liability shall net be applieable te any !!Fess ne11li11enee eF willflll Fniseend11et ef s11eh 8FelteF. (c) Lessor and Lessee agree to identify to Brokers as "Confidential" any communication or information given Brokers that is considered by such Party to be confidential. 26. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. In the event that Lessee holds over, then the Base Rent shall be increased to 150% of the Base Rent applicable immediately preceding the expiration or termination. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee. 27. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 28. Covenants and Conditions; Construction of Agreement. All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. 29. Binding Effect; Choice of Law. This Lease shall be binding upon the Parties, their personal representatives, successors and assigns and be governed by the laws of the State in which the Premises are located. Any litigation between the Parties hereto concerning this Lease shall be initiated in the county in which the Premises are located. Signatures to this Lease accomplished by means of electronic signature or similar technology shall be legal and binding. 30. Subordination; Attornment; Non-Disturbance. 30.1 Subordination. This Lease and any Option granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecation or security device (collectively, "Security Device"), now or hereafter placed upon the Premises, to any and all advances made on the security thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as "Lender'') shall have no liability or obligation to perform any of the obligations of Lessor under this Lease. Any Lender may elect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof to Lessee, whereupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation thereof. PAGE 15 OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipFonn® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com 366 Grand- City of 30.2 Attornment. In the event that Lessor transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or termination of a Security Device to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions of Paragraph 30.3, attorn to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner for the remainder of the term hereof, or, at the election of the new owner, this Lease will automatically become a new lease between Lessee and such new owner, and (ii) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Lessor's obligations, except that such new owner shall not: (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) be subject to any offsets or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more than one month's rent, or (d) be liable for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner. 30.3 Non-Disturbance. With respect to Security Devices entered into by Lessor after the execution of this Lease, Lessee's subordination of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a "Non-Disturbance Agreement") from the Lender which Non-Disturbance Agreement provides that Lessee's possession of the Premises, and this Lease, including any options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premises. Further, within 60 days after the execution of this Lease, Lessor shall, if requested by Lessee, use its commercially reasonable efforts to obtain a Non-Disturbance Agreement from the holder of any pre-existing Security Device which is secured by the Premises. In the event that Lessor is unable to provide the Non-Disturbance Agreement within said 60 days, then Lessee may, at Lessee's option, directly contact Lender and attempt to negotiate for the execution and delivery of a Non-Disturbance Agreement. 30.4 Self-Executing. The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents; provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination, attornment and/or Non-Disturbance Agreement provided for herein. 31. Attorneys' Fees. If any Party or Broker brings an action or proceeding involving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term, "Prevailing Party" shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred. In addition, Lessor shall be entitled to attorneys' fees, costs and expenses incurred in the preparation and service of notices of Default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such Default or resulting Breach ($200 is a reasonable minimum per occurrence for such services and consultation). 32. Lessor's Access; Showing Premises; Repairs. Lessor and Lessor's agents shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable prior notice for the purpose of showing the same to prospective purchasers, lenders, or tenants, and making such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long as there is no material adverse effect to Lessee's use of the Premises. All such activities shall be without abatement of rent or liability to Lessee. 33. Auctions. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor's prior written consent. Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction. 34. Signs. Lessor may place on the Premises ordinary "For Sale" signs at any time and ordinary "For Lease" signs during the last 6 months of the term hereof. Except for ordinary "for sublease" signs, Lessee shall not place any sign upon the Premises without Lessor's prior written consent. All signs must comply with all Applicable Requirements. 35. Termination; Merger. Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to continue any one or all existing subtenancies. Lessor's failure within 10 days following any such event to elect to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor's election to have such event constitute the termination of such interest. 36. Consents. All requests for consent shall be in writing. Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by or for the other Party, such consent shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs and expenses (including but not limited to architects', attorneys', engineers' and other consultants' fees) incurred in the consideration of, or response to, a request by Lessee for any Lessor consent, including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefor. Lessor's consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent. The failure to specify herein any particular condition to Lessor's consent shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given. In the event that either Party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in writing and in reasonable detail within 10 business days following such request. 37. Guarantor. 37.1 Execution. The Guarantors, if any, shall each execute a guaranty in the form most recently published by the AIR Commercial Real Estate Association. 37.2 Default. It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: (a) evidence of the execution of the guaranty, including the authority of the party signing on Guarantor's behalf to obligate Guarantor, and in the case of a corporate Guarantor, a certified copy of a resolution of its board of directors authorizing the making of such guaranty, (b) current financial statements, (c) an Estoppel Certificate, or (d) written confirmation that the guaranty is still in effect. PAGE 16 OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipFonn® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com X 366 Grand- City of 38. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on Lessee's part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof. 39. Options. If Lessee is granted an Option, as defined below, then the following provisions shall apply: 39.1 Definition. "Option" shall mean: (a) the right to extend or reduce the term of or renew this Lease or to extend or reduce the term of or renew any lease that Lessee has on other property of Lessor; (b) the right of first refusal or first offer to lease either the Premises or other property of Lessor; (c) the right to purchase, the right of first offer to purchase or the right of first refusal to purchase the Premises or other property of Lessor. 39.2 Options Personal To Original Lessee. Any Option granted to Lessee in this Lease is personal to the original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises and, if requested by Lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or subletting. 39.3 Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be exercised unless the prior Options have been validly exercised. 39.4 Effect of Default on Options. (a) Lessee shall have no right to exercise an Option: (i) during the period commencing with the giving of any notice of Default and continuing until said Default is cured, (ii) during the period of time any Rent is unpaid (without regard to whether notice thereof is given Lessee), (iii) during the time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or more notices of separate Default, whether or not the Defaults are cured, during the 12 month period immediately preceding the exercise of the Option. (b) The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee's inability to exercise an Option because of the provisions of Paragraph 39.4(a). (c) An Option shall terminate and be of no further force or effect, notwithstanding Lessee's due and timely exercise of the Option, if, after such exercise and prior to the commencement of the extended term or completion of the purchase, (i) Lessee fails to pay Rent for a period of 30 days after such Rent becomes due (without any necessity of Lessor to give notice thereof), or (ii) if Lessee commits a Breach of this Lease. 4-Mullif'le 8uilEliA9e. If UIe PreFAieee ere e J;!0rl ef e !lret1J;1 ef bt1iIElifl!l9 eeAtrelleEI b~ b:eeeer, b:eeeee 0!lreee tllet it aill ebiEle b~ eAEI eeAferFA te ell reeeeAeble rt1lee eAEI Fe!lt1letieF1e wlliell b:eeeer FAey FAel1e ffeFA tiFAe te tiFAe fer tlle FAOflO!leFAeflt, eefety, eAEI eere ef eeiEI J;1reJ;1erliee, iflelt1Elifl!I tlle eere eAEI eleefllifleee ef tlle !lret1F1Ele eAEI iAelt1Elifl!I tlle J;1erl1ifl!I, leeElifl!I eAEI t1AleeElifl!I ef vellielee, eAEI te eet1ee ite eFAJ;1leyeee, et1J;1J;1liere, elliJ;1J;1Bre, e11eteFAere, eeAtreinere eAEI ifl\•iteee te ee ebiEle eAEI eeAferFA. b:eeeee alee O!lreee te JilOY ite fair ellere ef eeFAFAefl e11J;1eAeee iflet1rreEI ifl eeAAeiniefl witll et1ell rt1lee OflEI rB!lt1letiefl&. 41. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of the Premises, Lessee, its agents and invitees and their property from the acts of third parties. 42. Reservations. Lessor reserves to itself the right, from time to time, to grant, without the consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, and to cause the recordation of parcel maps and restrictions, so long as such easements, rights, dedications, maps and restrictions do not unreasonably interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate any such easement rights, dedication, map or restrictions. 43. Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment "under protest" and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such sum. If it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party shall be entitled to recover such sum or so much thereof as it was not legally required to pay. A Party who does not initiate suit for the recovery of sums paid "under protest" within 6 months shall be deemed to have waived its right to protest such payment. 44. Authority; Multiple Parties; Execution. (a) If either Party hereto is a corporation, trust, limited liability company, partnership, or similar entity, each individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf. Each Party shall, within 30 days after request, deliver to the other Party satisfactory evidence of such authority. (b) If this Lease is executed by more than one person or entity as "Lessee", each such person or entity shall be jointly and severally liable hereunder. It is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease, or other document ancillary thereto and bind all of the named Lessees, and Lessor may rely on the same as if all of the named Lessees had executed such document. (c) This Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 45. Conflict. Any conflict between the printed provisions of this Lease and typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions. 46. Offer. Preparation of this Lease by either Party or their agent and submission of same to the other Party shall not be deemed an offer to lease to the other Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto. 47. Amendments. This Lease may be modified only in writing, signed by the Parties in interest at the time of the modification. As long as they do not materially change Lessee's obligations hereunder, Lessee agrees to make such reasonable non-monetary modifications to this Lease as may be reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of the Premises. 48. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT. 49. Arbitration of Disputes. An Addendum requiring the Arbitration of disputes between the Parties and/or Brokers arising out of this Lease D is D is not attached to this Lease. PAGE 17 OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipFonn® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com X Stacey S. Dobos, Individually and as Trustee of the Stacey S. Dobos Trust Agreement Dated 11/26/03 Stacey Dobos CEO City of South San Francisco 366 Grand- City of 50. Accessibility; Americans with Disabilities Act. (a) The Premises: D Have not undergone an inspection by a Certified Access Specialist (CASp). Note: A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. D Have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Premises met all applicable construction-related accessibility standards pursuant to California Civil Code §55.51 et seq. Lessee acknowledges that it received a copy of the inspection report at least 48 hours prior to executing this Lease and agrees to keep such report confidential. D Have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Premises did not meet all applicable construction-related accessibility standards pursuant to California Civil Code §55.51 et seq. Lessee acknowledges that it received a copy of the inspection report at least 48 hours prior to executing this Lease and agrees to keep such report confidential except as necessary to complete repairs and corrections of violations of construction related accessibility standards. In the event that the Premises have been issued an inspection report by a CASp the Lessor shall provide a copy of the disability access inspection certificate to Lessee within 7 days of the execution of this Lease. (b) Since compliance with the Americans with Disabilities Act (ADA) and other state and local accessibility statutes are dependent upon Lessee's specific use of the Premises, Lessor makes no warranty or representation as to whether or not the Premises comply with ADA or any similar legislation. In the event that Lessee's use of the Premises requires modifications or additions to the Premises in order to be in compliance with ADA or other accessibility statutes, Lessee agrees to make any such necessary modifications and/or additions at Lessee's expense. LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES. ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR CRE OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO: 1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE. 2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE. WARNING: IF THE PREMISES IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES IS LOCATED. The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures. Executed at:____________________ Executed at: ___________________ _ On: On: By LESSOR: By LESSEE: By: By: Name Printed: Name Printed: Title: Title: Phone: Phone: Fax: Fax: Email: Email: By: By: Name Printed: Name Printed: Title: Title: Phone: Phone: Fax: Fax: Email: Email: Address: Address: Federal ID No.: Federal ID No.: PAGE 18 OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipFonn® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com SC Properties Bob Guglielmi 311 S Ellsworth Ave San Mateo, CA 94401 (650)398-0280 bob.guglielmi@scpropsm.com 00642075 NA NA 366 Grand- City of BROKER BROKER Att: ___________________ _ Att: ___________________ _ Title: ______________________ _ Title: _____________________ _ Address: ____________________ _ Address: _____________________ _ Phone: ______________________ _ Phone: ______________________ _ Fax: ______________________ _ Fax: ______________________ _ Email: ______________________ _ Email: ______________________ _ Federal ID No.: __________________ _ Federal ID No.: __________________ _ Broker DRE License#: ________________ _ Broker DRE License#: ________________ _ Agent DRE License#: ________________ _ Agent DRE License#: ________________ _ AIR CRE " https://www.aircre.com " 213-687-8777 " contracts@aircre.com NOTICE: No part of the works may be reproduced in any form without permission in writing. PAGE 19 OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27 .40, Revised 11-25-2019 Produced with zipForm® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zjplogjx com 366 Grand Ave- Plot Plan 4.."tLD- FC<Z:• ~ ~ f FC1: ~ • ~ ?1C• ,,. ~ ?1l- ... ... City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-317 Agenda Date:4/28/2021 Version:1 Item #:17. Report regarding a Resolution of Intention and Introduction of an Ordinance amending the contract between the Board of Administration,California Public Employees’Retirement System and the City of South San Francisco to implement the ability for Classic Local Miscellaneous members in the Executive Management Unit to pay a portion of the employer share of their CalPERS pension costs.(Leah Lockhart, Human Resources Director) RECOMMENDATION Staff recommends that the City Council adopt a Resolution of Intention and introduce an ordinance to amend the City’s contract with CalPERS in order to implement the Council’s adoption of the Executive Management Unit Compensation Plan,2017-2022,which included a provision for all Classic Local Miscellaneous employees to contribute to the employer share of their CalPERS pension costs. BACKGROUND The City contracts with CalPERS as the provider of the City’s pension benefits for employees in its bargaining units.On January 1,2013,the State passed pension reform where all “new members”receive a new,lower cost formula.Any employees hired before January 1,2013 (“Classic members”)enjoyed the pension formulas in place at the time of passage of pension reform. The City funds its pension obligations through a combination of an employee and employer share.Recognizing that the City’s Classic member pension obligations have become very high,the City’s Public Safety units partnered during labor negotiations to create a framework where Classic Public Safety member employees would bear higher contributions to fund their CalPERS pension by paying a portion of the Employer’s costs for their benefit.Non-safety (Local Miscellaneous)members of the Executive Management unit also agreed to cost -sharing provisions in the Executive Compensation Plan.The Executive Management Unit’s Public Safety members began cost sharing in 2017 and its Local Miscellaneous members began cost sharing in 2020. By statute,Local Miscellaneous employees in the Tier 1 retirement formula are required to pay an eight percent (8%)employee contribution and,Tier 2 members are required to pay a seven percent (7%)employee contribution.Pursuant to the Compensation Plan,Executive Management Unit Local Miscellaneous member employees began paying an additional one percent (1%)in 2020.Further,they agreed to increase this by an additional one percent (1%)for a total of two percent (2%)for the employer contribution towards the cost of their pension benefits effective the first full pay period in July 2021 (July 9, 2021). Attached to the associated resolution is the proposed CalPERS contract amendment,drafted by CalPERS, incorporating the agreed upon employee paid contribution towards the employer’s share for the Executive Management Unit’s Miscellaneous members’pension benefits beginning in July 2021.This contract amendment does not affect New Members as defined by CalPERS,who are subject to the terms of the Public Employee Pension Reform Act (PEPRA).New members are required pay 50 percent of the total normal cost rate,in accordance with Government Code 7522.30,which is subject to change.CalPERS’regulations require that the City first adopt a Resolution of Intention to approve an amendment to the contract between CalPERS. Following the adoption of the resolution of intent,the final ordinance to amend the contract with CalPERS will be brought before Council on May 26, 2021 to ensure a July 9, 2021 effective date. City of South San Francisco Printed on 4/22/2021Page 1 of 2 powered by Legistar™ File #:21-317 Agenda Date:4/28/2021 Version:1 Item #:17. Fiscal Impact This amendment to the CalPERS Contract will reduce the City’s contribution towards the cost of impacted members’ pension benefits. The first tier Classic Local Miscellaneous member contribution rate for impacted members will be 10%of reportable earnings as of the effective date of the amendment to the contract. The second tier Classic Local Miscellaneous member contribution rate for impacted members will be 9%of reportable earnings as of the effective date of the amendment to the contract. CONCLUSION It is recommended that the City Council adopt a Resolution of Intention and introduce an ordinance to amend the City’s contract with CalPERS in order to implement the Council’s adoption of the Executive Management Unit Compensation Plan,2017-2022,which included a provision for all Classic Local Miscellaneous employees to contribute to the employer share of their CalPERS pension costs. Attachment:Executive Management Compensation Plan, 2017-2022 City of South San Francisco Printed on 4/22/2021Page 2 of 2 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-318 Agenda Date:4/28/2021 Version:1 Item #:17a. Resolution of Intention to approve an Amendment to Contract between the Board of Administration California Public Employees’ Retirement System and the City Council City of South San Francisco. WHEREAS,the Public Employees'Retirement Law permits the participation of public agencies and their employees in the Public Employees'Retirement System by the execution of a contract,and sets forth the procedure by which said public agencies may elect to subject themselves and their employees to amendments to said Law; and WHEREAS,one of the steps in the procedures to amend this contract is the adoption by the governing body of the public agency of a resolution giving notice of its intention to approve an amendment to said contract, which resolution shall contain a summary of the change proposed in said contract; and WHEREAS,the following is a statement of the proposed change: To provide Section 20516 (Employees Sharing Additional Cost)of 1%for classic local miscellaneous members in the Executive Management Unit. NOW,THEREFORE,BE IT RESOLVED that the governing body of the above agency does hereby give notice of intention to approve an amendment to the contract between said public agency and the Board of Administration of the Public Employees'Retirement System,a copy of said amendment being attached hereto, as an "Exhibit" and by this reference made a part hereof. ***** City of South San Francisco Printed on 4/30/2021Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-323 Agenda Date:4/28/2021 Version:1 Item #:17b. Ordinance approving an amendment to the contract between the Board of Administration California Public Employees’ Retirement System and the City Council of the City of South San Francisco. WHEREAS,the Public Employees'Retirement Law (California Government Code Section 20000 et seq.,the "Law")permits the participation of public agencies and their employees in the Public Employees'Retirement System (“PERS”)by the execution of a contract,and sets forth the procedure by which said public agencies may elect to subject themselves and their employees to amendments to said Law; and WHEREAS,the City of South San Francisco (the "City")and the Board of Administration California Public Employees'Retirement System have entered into a contract effective September 1,1945 (and heretofore subsequently amended) related to the Public Employees' Retirement System ("Contract"); and WHEREAS,the City has negotiated with its Executive Management Unit a Compensation Plan effective July 1,2017 through June 30,2022,that includes a provision stating that with the implementation of an amendment to the PERS contract and as authorized by GC 20516(f),Local Miscellaneous Classic Members and the City agree to a pension-cost sharing arrangement where all Classic members shall pay,in addition to their current 7%or 8%employee contribution,an additional one percent (1%)effective the first full pay period of July 2020 and an additional one percent (1%)for a total additional two percent (2%)effective the first full pay period of July 2021 (July 9, 2021); and WHEREAS,the California Public Employees'Retirement System staff have prepared the attached Amendment to Contract to implement the ability of Executive Management Unit Local Miscellaneous member employees to share in the employer costs of their pension benefit. NOW, THEREFORE, the City Council of the City of South San Francisco does ORDAIN as follows: Section 1. RECITALS. The City Council hereby finds that the foregoing Recitals are true and correct. Section 2. APPROVAL OF AMENDMENT. The City Council does hereby approve the Amendment to Contract between the Board of Administration, California Public Employees'Retirement System and the City Council of the City of South San Francisco ("Exhibit A") attached hereto and incorporated herein by this reference. Section 3. AUTHORIZATION. The City Council hereby authorizes,empowers and directs the Mayor of the City to execute the Amendment and any documents related thereto on behalf of the City. City of South San Francisco Printed on 4/29/2021Page 1 of 2 powered by Legistar™ File #:21-323 Agenda Date:4/28/2021 Version:1 Item #:17b. Section 4. PUBLICATION AND EFFECTIVE DATE. Pursuant to the provisions of Government Code Section 36933,a summary of this Ordinance shall be prepared by the City Attorney.At least five (5)days prior to the Council meeting at which this Ordinance is scheduled to be adopted,the City Clerk shall (1)publish the Summary,and (2)post in the City Clerk's Office a certified copy of this Ordinance.Within fifteen (15)days after the adoption of this Ordinance,the City Clerk shall (1) publish the summary,and (2)post in the City Clerk's Office a certified copy of the full text of this Ordinance along with the names of those City Council members voting for and against this Ordinance or otherwise voting. This ordinance shall become effective thirty (30) days from and after its adoption. Section 5. SEVERABILITY. In the event any section or portion of this ordinance shall be determined invalid or unconstitutional,such section or portion shall be deemed severable and all other sections or portions hereof shall remain in full force and effect. City of South San Francisco Printed on 4/29/2021Page 2 of 2 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-297 Agenda Date:4/28/2021 Version:1 Item #:18. Conference with Labor Negotiators (Pursuant to Government Code Section 54957.6) Agency designated representatives: Leah Lockhart, Human Resources Director, Donna Williamson, Liebert Cassidy Whitmore Employee organization: AFSCME, Local 829; Confidential Unit - Teamsters Local 856; Mid-management Unit - Teamsters Local 856; and International Union of Operating Engineers, Local 39 City of South San Francisco Printed on 4/23/2021Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-306 Agenda Date:4/28/2021 Version:1 Item #:19. Conference with Labor Negotiators (Pursuant to Government Code Section 54957.6) Agency designated representative: Sky Woodruff, City Attorney Unrepresented employee: Mike Futrell, City Manager City of South San Francisco Printed on 4/23/2021Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:21-307 Agenda Date:4/28/2021 Version:1 Item #:20. Public Employee Performance Evaluation (Pursuant to Government Code Section 54957) Title: City Manager City of South San Francisco Printed on 4/23/2021Page 1 of 1 powered by Legistar™