HomeMy WebLinkAbout2021-05-12 e-packet@6:00Wednesday, May 12, 2021
6:00 PM
City of South San Francisco
P.O. Box 711
South San Francisco, CA
TELECONFERENCE MEETING
City Council
Regular Meeting Agenda
May 12, 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
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Page 2 City of South San Francisco Printed on 7/14/2021
May 12, 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
May 12, 2021City Council Regular Meeting Agenda
CALL TO ORDER
ROLL CALL
PLEDGE OF ALLEGIANCE
AGENDA REVIEW
ANNOUNCEMENTS FROM STAFF
PRESENTATIONS
Proclamation honoring Asian American and Pacific Islander Heritage Month. (Mark
Addiego, Mayor)
1.
Presentation on Disclosure Requirements and Best Practices for Municipal Securities
(Janet Salisbury, Finance Director, and Brian Forbath, Stradling Yocca Carlson &
Rauth)
2.
Proclamation recognizing May as Brain Tumor Awareness month. (Buenaflor Nicolas,
Councilmember)
3.
PUBLIC COMMENTS
Page 4 City of South San Francisco Printed on 7/14/2021
May 12, 2021City Council Regular Meeting Agenda
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.
The Public Comment portion of the meeting is reserved for persons wishing to address the Council on any
matter NOT on the agenda. Comments on agenda items will be taken when that item is called. If joining the
conference by phone you may raise your hand by dialing *9 and *6 to unmute.
State law prevents Council from responding to public comments or taking action on matters not on the agenda .
The Council may refer comments to staff for follow -up. Speakers are limited to three minutes. If there appears
to be a large number of speakers, the Mayor may reduce speaking time to limit the total amount of time for
public comments (Gov. Code sec. 54954.3.(b)(1).). Speakers that are not in compliance with the City
Council's rules of decorum will be muted.
Page 5 City of South San Francisco Printed on 7/14/2021
May 12, 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 24, 2021, March 30, 2021,
and April 2, 2021. (Rosa Govea Acosta, City Clerk)
4.
Report regarding a resolution authorizing the write-off of $223,148 in uncollectible
ambulance billing accounts receivable. (Richard Walls, Emergency Medical Services
Chief)
5.
Resolution authorizing the write-off of $223,148 in uncollectible ambulance billing
accounts receivable.
5a.
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)
6.
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.
6a.
Report regarding a reimbursement agreement with Genentech, Inc. for the
construction of off-site improvements along East Grand Avenue between Allerton
Avenue and DNA Way, Project No. TR2102. (Jeffrey Chou, Associate Engineer)
7.
Page 6 City of South San Francisco Printed on 7/14/2021
May 12, 2021City Council Regular Meeting Agenda
Resolution approving a reimbursement agreement with Genentech, Inc. for cost
associated with the construction of off-site improvements along East Grand Avenue
between Allerton Avenue and DNA Way.
7a.
ADMINISTRATIVE BUSINESS
Report regarding a resolution adopting a proposed list of projects for fiscal year
2021-22 funded by SB1: The Road Repair and Accountability Act of 2017. (Bianca
Liu, Senior Engineer)
8.
Resolution adopting a proposed list of projects for fiscal year 2021-22 funded by SB1:
The Road Repair and Accountability Act of 2017.
8a.
Report regarding a resolution approving budget amendment 21.050 to appropriate
$346,500 in funds from the Infrastructure Reserve fund and $103,500 from the Public
Safety Impact Fee Fund into the Vehicle Replacement Fund and amending the Vehicle
Replacement Fund in the amount of $450,000 for construction and purchase of an
advance life support ambulance in the amount of $394,965 and the purchase of
associated tools and equipment in the amount of $55,035; and approving and
authorizing the City Manager to enter into a purchase agreement with Red Sky
Emergency Vehicles for the construction and purchase of an advanced life support
ambulance. (Richard Walls, EMS Chief)
9.
Resolution approving budget amendment 21.050 to appropriate $346,500 in funds
from the Infrastructure Reserve fund and $103,500 from the Public Safety Impact Fee
Fund into the Vehicle Replacement Fund and amending the Vehicle Replacement Fund
in the amount of $450,000 for construction and purchase of an advance life support
ambulance in the amount of $394,965 and the purchase of associated tools and
equipment in the amount of $55,035; and approving and authorizing the City Manager
to enter into a purchase agreement with Red Sky Emergency Vehicles for the
construction and purchase of an advanced life support ambulance.
9a.
Report regarding an Ordinance repealing Chapter 11.44 of the South San Francisco
Municipal Code to eliminate the mandatory licensing of a bicycle or motorized bicycle
before operating it within the City of South San Francisco. (Sky Woodruff, City
Attorney)
10.
Ordinance repealing Chapter 11.44 of the South San Francisco Municipal Code to
eliminate the mandatory licensing of a bicycle or motorized bicycle before operating it
within the City of South San Francisco.
10a.
Page 7 City of South San Francisco Printed on 7/14/2021
May 12, 2021City Council Regular Meeting Agenda
PUBLIC HEARING
Report regarding approval by the City of South San Francisco of the issuance by the
City of South San Francisco Public Facilities Financing Authority of its Lease Revenue
Bonds, Series 2021A (Janet Salisbury, Director of Finance)
11.
Resolution of the City of South San Francisco Authorizing the Execution and Delivery
of a First Amendment to Ground Lease, First Amendment to Lease Agreement, First
Supplemental Indenture, Continuing Disclosure Agreement and Bond Purchase
Agreement in Connection with the Issuance of the City of South San Francisco Public
Facilities Financing Authority (Community Civic Campus and Multiple Capital
Projects) Lease Revenue Bonds, Series 2021A, Approving the Issuance of Such
Bonds in an Aggregate Principal Amount of Not to Exceed $110,000,000, Authorizing
the Distribution of an Official Statement in Connection with the Offering and Sale of
such Bonds and Authorizing the Execution of Necessary Documents and Certificates
and Related Actions.
11a.
ITEMS FROM COUNCIL – COMMITTEE REPORTS AND ANNOUNCEMENTS
CLOSED SESSION
Conference with Real Property Negotiators
(Pursuant to Government Code Section 54956.8)
Property: 71 Camaritas Avenue, South San Francisco (APN 010-402-240)
City Negotiators: Alex Greenwood, ECD Director; Jess Magallanes, Fire Chief; Jacob
Gilchrist, Director of Capital Projects; Nell Selander, ECD Deputy Director
Negotiating Parties: Camino Royale Investment Corporation and Somil Gandhi
Under Negotiations: Price and terms
12.
Conference with Legal Counsel-Anticipated Litigation
Significant exposure to litigation pursuant to Government Code Section 54956.9(d)(2):
One potential case
13.
ADJOURNMENT
Page 8 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 #:21-364 Agenda Date:5/12/2021
Version:1 Item #:1.
Proclamation honoring Asian American and Pacific Islander Heritage Month.(Mark Addiego, Mayor)
City of South San Francisco Printed on 5/7/2021Page 1 of 1
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Dated: May 12, 2021
RECOGNITION OF ASIAN AMERICAN AND PACIFIC ISLANDERS
HERITAGE MONTH
May 2021
WHEREAS, Asian American and Pacific Islander (AAPI) Heritage Month is observed
annually in May to celebrate the contributions that generations of AAPIs have made to American
history, society, and culture; and
WHEREAS, the month of May was chosen in commemoration of the first Japanese
immigrants arriving to the United States on May 7, 1843, and in recognition of the contributions
of Chinese immigrant workers in completing the transcontinental railroad on May 10, 1869; and
WHEREAS, this year’s theme is “Advancing Leaders Through Purpose-Driven
Service,” which highlights the Federal Asian Pacific American Council (FAPAC)’s efforts in
“Advancing Leaders”; and
WHEREAS, purpose-driven service creates a positive culture of intimacy, empowers
leaders who believe in leading with values, and offers frequent encouragement and feedback; and
WHEREAS, leaders who are driven by purpose understand they can make a difference
by serving others more than themselves. They are focused on a bigger mission to make the world
a better place and to create a brighter future for everyone; and
WHEREAS, the world is a better place because of the more than 22.6 million Asian
American and Pacific Islanders in the United States. In South San Francisco, we celebrate the
fact that more than one third of our population is of Asian and Pacific Islander descent; and
WHEREAS, Asian American and Pacific Islanders comprise many ethnicities and
languages, and their many achievements embody the American experience. By recognizing the
contributions and accomplishments of Asian American and Pacific Islander men and women, we
celebrate the importance of inclusion to building a brighter future.
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of South
San Francisco recognizes the challenges faced by Asian Americans and Pacific Islanders and
their vital contributions to the American story and does hereby designate the month of May as
Asian American and Pacific Islanders Heritage Month.
________________________________
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 #:21-368 Agenda Date:5/12/2021
Version:1 Item #:2.
Presentation on Disclosure Requirements and Best Practices for Municipal Securities (Janet Salisbury, Finance
Director, and Brian Forbath, Stradling Yocca Carlson & Rauth)
City of South San Francisco Printed on 5/7/2021Page 1 of 1
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Municipalities in the SEC’s Crosshairs:Disclosure Responsibilities and Best Practices in an Era of Heightened ScrutinyPrepared by Brain P. ForbathStradling Yocca Carlson & Rauth, P.C.660 Newport Center Beach, CA 92660949-725-4000 P949-725-4100 Fwww.stradlinglaw.com
Public Statements by City Officials• Generally, no requirement to speak.• When a municipality elects to “speak to the market,” it must be accurate and complete.• Examples of public statements: • Preliminary official statements and official statements; • Continuing disclosure filings; • Comprehensive Annual Financial Reports; • Press releases and public statements by officials, such as State of the City addresses. Privileged and Confidential2
Indirect Regulation by the SEC• Municipal issuers are subject to the SEC’s antifraud rules even though they do not have to register securities and are exempt from the SEC’s periodic reporting requirements. • “When a municipal issuer releases information to the public that is reasonably expected to reach investors and the trading markets, such disclosure is subject to the antifraud provisions.” (SEC 2012 Report on Municipal Issuers)• “The fact that [statements] are not published for purposes of informing the securities markets does not alter the mandate that they not violate antifraud proscriptions.” (March 1994 Statement of the Commission Regarding Disclosure Obligations of Municipal Securities and Others)Privileged and Confidential3
Securities Violations Under Rule 10b-5 •Rule 10b-5: It shall be unlawful for any person . . . to make any untrue statement of a material fact or to omit to state a material factnecessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, in connection with the purchase or sale of any security. • Intentional or reckless act is required.• Under Section 17(a) of the Securities Act, the SEC can charge securities fraud under a negligence standard (“knew or should have known”). Privileged and Confidential4
The Question of Materiality • The materiality standard remains opaque, but it is clear that the SEC staff’s bar for materiality is very low. • Materiality is defined as: • a substantial likelihood that a reasonable bond investor would consider it important in making an investment decision; or • viewed by a reasonable investor as having significantly altered the “total mix” of available information.• In practice, SEC staff takes a subjective, hindsight view of materiality.Privileged and Confidential5
Reliance on Professional Services• Issuers and principals are ultimately accountable for the accuracy of statements of fact about the issuer and cannot delegate this responsibility.• The SEC in the County of Orange enforcement action stated that elected officials have responsibilities under federal security laws.• In the event of a misstatement, reliance on advice of professionals will only serve as a defense under limited circumstances.•Presence of counsel does not equate to advice of counsel(a defense requiring a privilege waiver): SEC generally requires a direct request for advice on a particular disclosure topic.Privileged and Confidential6
SEC Enforcement Actions • SEC expects nearly strict liability for compliance. Recent cases have sought:• Financial penalties;• Individual accountability (control person liability);• Parallel criminal charges;• Admission of wrongdoing;• Public statements outside of offering materials or continuing disclosures.Privileged and Confidential7
SEC Investigations – An Inside Look• An investigation is NOT a litigation;• Broad document subpoenas;• Team of lawyers and accountants with no automatic protections offered by a court;• No designated timeline or budget;• Personal subpoenas issued to officials and staff;• Cooperation and credibility are paramount.Privileged and Confidential8
SEC Settlements and the Wells Process • Terms of settlement may take numerous forms:• Generally “neither admit nor deny” but may require an admission;• Cease and Desist Order;• Financial penalty and/or disgorgement;• Industry bar for individuals;• Compliance undertakings (including consultants and monitors);• Cooperation against others under investigation;• Future disclosure obligations.Privileged and Confidential9
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:21-375 Agenda Date:5/12/2021
Version:1 Item #:3.
Proclamation recognizing May as Brain Tumor Awareness month.(Buenaflor Nicolas, Councilmember)
City of South San Francisco Printed on 5/7/2021Page 1 of 1
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Dated: May 12, 2021
RECOGNITION OF BRAIN TUMOR AWARENESS MONTH
May 2021
WHEREAS, this May we come together for Brain Tumor Awareness Month, a
month dedicated to supporting, empowering, and amplifying the voice of the brain tumor
community; and
WHEREAS, an estimated 700,000 Americans are living with a primary brain
tumor, and an estimated 84,170 people will receive a primary brain tumor diagnosis in
2021. Brain tumors are the most common solid cancer in people ages 19 and younger in
the United States; and
WHEREAS, brain tumors can be deadly, significantly impact quality of life, and
change everything for a patient and their loved ones. They do not discriminate, inflicting
men, women, and children of all races and ethnicities; and
WHEREAS, more so than any other cancer, brain tumors can have life-altering
psychological, cognitive, behavioral, and physical effects; and
WHEREAS, the brain tumor experience is full of extraordinary darkness and
extraordinary hope. The gray area that falls in between is what drives us, unrelentingly,
toward the mission of conquering and curing brain tumors – once and for all; and
WHEREAS, this #GrayMay is an opportunity to take action and raise awareness
to make lasting change for the tumor community; and
WHEREAS, there is hope. Scientists and researchers are more poised than ever
to understand brain tumors, develop treatments, and find cures.
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of
South San Francisco recognizes the importance of advocacy to ensure that brain tumor
patients have affordable access to life-saving treatments and does hereby designate the
month of May as Brain Tumor Awareness Month.
________________________________
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 #:21-367 Agenda Date:5/12/2021
Version:1 Item #:4.
Motion to approve the Minutes for the meetings of March 24, 2021, March 30, 2021, and April 2, 2021.(Rosa
Govea Acosta, City Clerk)
City of South San Francisco Printed on 5/7/2021Page 1 of 1
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CALL TO ORDER Mayor Addiego called the meeting to order at 6:00 p.m.
ROLL CALL Present: Councilmembers Coleman, Flores and Nicolas, Vice
Mayor Nagales, and Mayor Addiego
AGENDA REVIEW
City Manager requested item number 16 and 13 moved to the top of the agenda. The Council
agreed.
ANNOUNCEMENTS FROM STAFF
City Manager Futrell provided an update on the storm water project at Orange Memorial Park and
announced a groundbreaking event at the park on Friday, March 26th.
PRESENTATIONS
1. Presentation on San Francisco International Airport update and Airport Noise Insulation
Program. (Ivar Satero, Airport Director)
Airport Director Satero provided a presentation on the San Francisco International Airport and
provided an update on the Airport Noise Insulation Program.
Mayor Addiego thanked Mr. Satero for the presentation and the updates he provided.
ADMINISTRATIVE BUSINESS – Agenda Item No. 16
16. Report regarding adoption of Resolution No. 57-2021 concluding the South San Francisco
Airport Noise Insulation Program and returning $784,812.15 in remaining funds to the San
Francisco International Airport. (Christina Fernandez, Assistant to the City Manager)
Assistant to the City Manager Fernandez presented the report and provided an overview of the
current funding and process for the Airport Nosie Insulation Program.
MINUTES
REGULAR MEETING
CITY COUNCIL
CITY OF SOUTH SAN FRANCISCO
WEDNESDAY, MARCH 24, 2021
6:00 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 24, 2021
MINUTES PAGE 2
Motion — Councilmember Nicolas/Second – Vice Mayor Nagales: To adopt Resolution No. 57-
2021 concluding the South San Francisco Airport Noise Insulation Program and returning
$784,812.15 in remaining funds to the San Francisco International Airport, by roll call vote: AYES:
Councilmembers Coleman, Flores, Nicolas, Vice Mayor Nagales and Mayor Addiego; NAYS:
None; ABSENT: None; ABSTAIN: None.
2. Proclamation honoring Aubrey Merriman for his dedication as Chief Executive Officer at
Boys & Girls Clubs of North San Mateo County. (Eddie Flores, Councilmember)
Councilmember Flores read into the record a proclamation honoring Aubrey Merriman for his
dedication as Chief Executive Officer at Boys & Girls Clubs of North San Mateo County. Mr.
Merriman thanked the Council for the recognition and their support.
3. Proclamation recognizing National Library Week, April 4-10, 2021 (Mark Addiego, Mayor)
Mayor Addiego read into the record a proclamation recognizing National Library Week in South
San Francisco. Library Board President Diane Huddleston thanked the Council for the recognition
and Library Director Sommer for her support.
ADMINISTRATIVE BUSINESS – Agenda Item No. 13
13. Report regarding Resolution No. 58-2021 renaming the Westborough Recreation Center and
Magnolia Center and naming the Caltrain Plaza after South San Francisco women who have
provided extraordinary service to the community. (Valerie Sommer, Library Director)
Library Director Sommer presented the report and provided an overview of the proposed
recommendations from the Ad-Hoc Naming Committee in renaming the Westborough Recreation
Center and Magnolia Center and naming the Caltrain Plaza.
At the February 18, 2021 meeting of the Ad-Hoc Committee members provided direction to staff
regarding renaming the Westborough Recreation Center for Alice Peña Bulos, the Magnolia Center
for Roberta Cerri Teglia and the forthcoming Caltrain Station Plaza for Karyl Matsumoto, women
who have provided extraordinary service to the South San Francisco community. In honor of their
contributions and service to the community, and as a significant public appreciation and celebration
during Women’s History Month.
Councilmember Nicolas expressed her admiration for the nominees and was honored to be part of
the naming committee.
Vice Mayor Nagales recognized the nominees for their contributions and dedication to the
community.
Councilmember Flores acknowledged the nominees for their contributions to the community.
Councilmember Coleman thanked the nominees for their service and supported the
recommendations.
Mayor Addiego recognized the nominees for their contributions to the community and thanked
them for their service.
REGULAR CITY COUNCIL MEETING MARCH 24, 2021
MINUTES PAGE 3
The following individual provided public comment on the item:
• Kumkum Gupta, community member
• Frances Luster, community member
Charity Bulos Ramilo, granddaughter of Alice Peña Bulos thanked the City Council for the
recognition and hopes to continue her grandmother’s legacy.
Roberta Cerri Teglia was honored by the recognition and shared a story about the Magnolia Center.
Hon. Karyl Matsumoto thanked the naming committee and the City Council for supporting the
recommendations. She also thanked Assemblymember Kevin Mullen for his support.
Motion — Councilmember Nicolas/Second – Mayor Addiego: To accept Resolution No. 58-2021
renaming the Westborough Recreation Center and Magnolia Center and naming the Caltrain Plaza after
South San Francisco women, by roll call vote: AYES: Councilmembers Coleman, Flores, Vice
Mayor Nagales; NAYS: Councilmember Nicolas and Mayor Addiego; ABSENT: None;
ABSTAIN: None.
PUBLIC COMMENTS
Members of the public were encouraged to submit public comments in writing in advance of the
meeting via eComment by 4:00 p.m. on the day of the meeting.
The following individuals addressed the City Council to provide public comment:
• Mina Richardson, community member
• Alyssa Canfield, StarVista Program Manager
COUNCIL COMMENTS/REQUESTS
Councilmember Flores requested the meeting to be adjourned in memory of Raymond Julio
DeNardi, a former resident of South San Francisco.
Councilmember Nicolas requested to adjourn the meeting in memory of Romulo Singson Raval and
expressed her condolences to the family.
Vice Mayor Nagales requested an update on the unit occupancy for the Cadence project. City
Manager Futrell indicated that staff would follow-up with a report to Council. Vice Mayor Nagales
acknowledged the recent violent attacks to the Asian Community and thanked the Council for
bringing awareness and reconfirming their support.
CONSENT CALENDAR
The City Clerk duly read the Consent Calendar and engaged in discussion of specific item as
follows: Item 6 was pulled by Councilmember Nicolas, Item 10 was pulled by Councilmember
Coleman and Item 9 was pulled by Councilmember Flores for further discussion.
Item No. 6: Councilmember Nicolas requested clarification on the awarding process and whether
the project contingency was 10% or 20%. Senior Civil Engineer Torres provided clarification on the
project award process and stated the contingency was 20%.
REGULAR CITY COUNCIL MEETING MARCH 24, 2021
MINUTES PAGE 4
Councilmember Flores requested clarification on the determination of the streets in the project.
Senior Civil Engineer Torres indicated that the vicinity map were recently established and used an
algorithm to determine the streets.
Item No. 9: Councilmember Flores requested clarification on the capacity and performance
measures. Senior Planner Espiritu provided clarification on capacity with the various tiers and the
performance measures that were being used.
Item No. 10: Councilmember Coleman requested to enhance the ordinance language. City Attorney
Woodruff provided clarification on the process of adopting the ordnance if amendments were made.
The consensus from Council was to adopt the ordinance and then update it in the future. Vice
Mayor Nagales requested clarification of the gun lock program. Captain Campbell provided an
overview of the program.
4. Motion to approve the Minutes for the meetings of February 23, 2021 and February 24,
2021.
5. Housing Successor Agency Annual Report for Fiscal Year 2019-20. (Deanna Talavera,
Management Analyst II and Mark Sawicki, RSG)
6. Report regarding Resolution No. 59-2021 awarding a construction contract to Bay Cities
Paving & Grading, Inc. of Concord, California for the 2020 Pavement Rehabilitation Project
(No. st2104, Bid No. 2644) in an amount not to exceed $2,541,450.00, authorizing a total
construction contract authority budget of $3,049,740.00, and authorizing the City Manager
to execute the agreement on behalf of the City. (Angel Torres, Senior Civil Engineer)
7. Report regarding Resolution No. 60-2021 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)
8. Report regarding Resolution No. 61-2021 to amend the Professional Services Agreement
with Maze and Associates Authorizing a Two-Year Contract Extension for Professional
Audit Services for Fiscal Years 2020-21 and 2021-22 (Paul Harris, Financial Services
Manager)
9. Report regarding Resolution No. 62-2021 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)
10. Report regarding Ordinance No. 1619-2021 adopting Chapter 10.58 of the Municipal Code
to require the safe storage of firearms in a residence. (Scott Campbell, Police Captain)
11. Report regarding Ordinance No. 1620-2021 authorizing the special levy of taxes within the
City of South San Francisco Community Facilities District No. 2021-01. (Christina
Fernandez, Assistant to the City Manager and Sky Woodruff, City Attorney)
REGULAR CITY COUNCIL MEETING MARCH 24, 2021
MINUTES PAGE 5
Motion — Councilmember Nicolas/Second – Councilmember Coleman: To approve Consent
Calendar items 4-11, by roll call vote: AYES: Councilmembers Coleman, Flores, and Nicolas, Vice
Mayor Nagales and Mayor Addiego; NAYS: None; ABSENT: None; ABSTAIN: None.
PUBLIC HEARING
12. Report regarding conducting a Public Hearing on the City’s housing, community, and
economic development needs for the City’s Community Development Block Grant Fiscal
Year 2021-2022 Annual Action Plan. (Kris Romasanta, Community Development
Coordinator)
Vice Mayor Nagales recused himself from the item and left at 7:54 p.m.
Community Development Coordinator Romasanta introduced the item and provided background
information on the Public Hearing to be conducted for the Annual Action Plan.
Public Hearing opened: 7:56 p.m.
The following individual provided public comment:
• Melissa Lukin, Executive Director, Rebuilding Together Peninsula
• Bernie Mellott, Executive Director, Ombudsman Services of San Mateo County
• Laura Fanucchi, Associate Executive Director, HIP Housing
• Amanda LeBlanc, Program Director, Rape Trauma Services
• Rachel Aceberos, Program Coordinator, Center for Independence of Individuals with
Disabilities
• Jill Morris, Executive Director, Community Overcoming Relationship Abuse
• Ortensia Lopez, Executive Director, El Concilio San Mateo County
• Madison Priest, Development Officer, United Way Bay Area
• Daniella Guillen, Paralegal, Legal Aid Society of San Mateo County
• Cecilia Chu, Associate Director, Friends for Youth
Councilmember Flores thanked staff and the committee members for all their work. He inquired on
the status of IEP Collaborative Inc. Community Development Coordinator Romasanta provided an
overview of the challenges the organization faced during the COVID-19 pandemic and encouraged
them to apply for the next funding cycle. Councilmember Flores inquired whether there was a
concern for the agencies not meeting the 20% goal due to the pandemic and whether they had
additional support. Community Development Coordinator Romasanta indicated that the
organizations had flexibility with the Department of Housing and Urban Development due to the
pandemic and they had the ability to adjust their goals in order for them to be in compliance.
Councilmember Nicolas thanked staff and stated she was proud to serve on the committee. The
programs would help improve the community and serve South San Francisco residents.
Councilmember Coleman thanked staff and expressed his appreciation for creating more open
space. He also thanked Councilmember Nicolas for serving with him on the CDBG Committee.
Public Hearing closed: 8:34 p.m.
Vice Mayor Nagales rejoined the meeting at 8:35 p.m.
REGULAR CITY COUNCIL MEETING MARCH 24, 2021
MINUTES PAGE 6
ADMINISTRATIVE BUSINESS
14. Report regarding Resolution No. 63-2021 granting $260,000 to the San Mateo County
Strong Restaurant, Brewery & Winery Grant Program to fund 26 grants to eligible South
San Francisco businesses. (Ernesto Lucero, Economic Development Coordinator).
Economic Development Coordinator Lucero presented the report and provided an overview of the
grant program. He introduced Roseanne Foust, President and CEO of San Mateo County Economic
Development Association. Ms. Foust thanked staff and the Council for their support for the
program. She provided an overview of the process and pending applications.
Councilmember Nicolas inquired whether South San Francisco businesses would be given priority.
Economic Development Coordinator Lucero indicated that 20% of the city’s restaurants would be
receiving funding.
Councilmember Flores acknowledged the efforts of the entities that came together to provide this
service to the community. He inquired whether the funding for the program would be coming from
the General Fund. Economic Development Coordinator Lucero indicated that the funding would not
come from the General Funds account. Councilmember Flores inquired whether any of the
businesses were funded through the city’s initial grant program. Economic Development
Coordinator Lucero Ernesto indicated that 12 restaurants received funding from the city’s program
over 9 months ago.
Motion — Councilmember Flores/Second – Councilmember Nicolas: To adopt Resolution No. 63-
2021 granting $260,000 to the San Mateo County Strong Restaurant, Brewery & Winery Grant Program
to fund 26 grants to eligible South San Francisco businesses, by roll call vote: AYES:
Councilmembers Coleman, Flores, Vice Mayor Nagales; NAYS: Councilmember Nicolas and
Mayor Addiego; ABSENT: None; ABSTAIN: None.
15. Report regarding adopting Resolution No. 64-2021 to approve a Memorandum of
Understanding with the County of San Mateo for a Small Business and Entrepreneurship
Center in South San Francisco. (Ernesto Lucero, Economic Development Coordinator, and
Nell Selander, Deputy Director, Economic and Community Development Department)
Economic Development Coordinator Lucero presented the report and provided an overview of the
Small Business and Entrepreneurship Center and the Memorandum of Understanding with the
County of San Mateo.
Councilmember Flores inquired on the number of businesses in South San Francisco that would be
assisted. Economic Development Coordinator Lucero indicated that the majority businesses using
the center would be from South San Francisco given the location.
Motion — Vice Mayor Nagales/Second – Councilmember Coleman: To adopt Resolution No. 64-
2021 to approve a Memorandum of Understanding with the County of San Mateo for a Small Business
and Entrepreneurship Center in South San Francisco, by roll call vote: AYES: Councilmembers
Coleman, Flores, Nicolas, Vice Mayor Nagales and Mayor Addiego; NAYS: None; ABSENT:
None; ABSTAIN: None.
REGULAR CITY COUNCIL MEETING MARCH 24, 2021
MINUTES PAGE 7
17. Report regarding Resolution No. 65-2021 authorizing the City Manager to execute
agreements with the State of California and C/CAG and authorizing budget amendment
21.046 to fund the City of South San Francisco Smart Corridor Expansion Project (Project
No. tr2002) construction phase. (Bianca Liu, Senior Civil Engineer)
Senior Civil Engineer Liu presented the report and provided background information on the Smart
Corridor Expansion Project.
Motion — Councilmember Nicolas/Second – Vice Mayor Nagales: To adopt Resolution No. 65-
2021 authorizing the City Manager to execute agreements with the State of California and C/CAG and
authorizing budget amendment 21.046 to fund the City of South San Francisco Smart Corridor
Expansion Project (Project No. tr2002) construction phase, 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 Coleman requested that a rental registry be considered in order to make better
informed decisions and protect renters. He requested that the School District be allowed to present a
proclamation at the next Council meeting on Anti-Asian racism. He expressed his sentiments
regarding the Anti-Asian racism and stated he attended various rallies to bring awareness.
Mayor Addiego requested the meeting be adjourned in memory of Julio Cerquettini, Rose Bava,
Rudolph Bertolozzi, Enrico Aggio and Anne Watson Halstead.
ADJOURNMENT
Being no further business, Mayor Addiego adjourned the meeting in memory of Enrico Aggio, Rose
Bava, Rudolph Bertolozzi, Julio Cerquettini, Raymond Julio DeNardi, Romulo Singson Raval, and
Anne Watson Halstead at 9:09 p.m.
Respectfully submitted by: Approved by:
Cindy Avila Mark Addiego
Assistant City Clerk Mayor
Approved by the City Council: / /
CALL TO ORDER Mayor Addiego called the meeting to order at 6:00 p.m.
ROLL CALL Present: Councilmembers Coleman, Flores, and Nicolas, 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 wishing to participate were encouraged to submit public comments in
writing in advance of the meeting via eComment by 4:00 p.m. on the day of the meeting.
No public comments.
ADMINISTRATIVE BUSINESS
1. Report regarding a study session on the Summer Work Experience, Empowerment, and
Training Program (Leah Lockhart, Human Resources Director)
Human Resources Director Lockhart presented the report and indicated that in 2019, the City
received a five-year Neighborhood Action Plan with guidelines for enhancing outcomes for children
and youth from the Community Collaboration for Children's Success (CCCS), a multi-agency
partnership facilitated by San Mateo County Health. Based on factors such as the regional
concentration of youth in high-intensity County programs such as Juvenile Probation and
Behavioral Health and Recovery Services, CSSS classified South San Francisco as one of four San
Mateo County communities with high youth needs. Lack of opportunities to develop the knowledge
and skills required to earn a living wage and a lack of communication with caring adults - primarily
due to parents or caregivers working multiple jobs - were among the top issues reported for South
San Francisco youth.
The Summer Work Experience, Empowerment, and Training (SWEET) Program was developed to
meet the needs described in the Neighborhood Action Plan. To help close the gap, a summer
employment program will encourage youth to work and earn a salary while also obtaining work
readiness and professional development training during the summer. Participants will also be
MINUTES
SPECIAL MEETING
CITY COUNCIL
CITY OF SOUTH SAN FRANCISCO
TUESDAY, MARCH 30, 2021
6:00 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.
SPECIAL CITY COUNCIL MEETING MARCH 30, 2021
MINUTES PAGE 2
mentored and build relationships with experts in the field. In late 2019, city staff collaborated with
the Silicon Valley Talent Partnership and enlisted the help of a group of volunteers to create a pilot
summer jobs program that would begin in the summer of 2020. Due to the COVID-19 pandemic,
this initiative was placed on hold before final preparations could be made.
For students and recent graduates in South San Francisco, the SWEET pilot program will combine
job opportunities with mentorship and ongoing personal and professional growth training. The
program will begin on June 14, 2021, and will consist of a one-week orientation, weekly
development training, and a six-week paid internship in a City department. Program staff will
provide one-on-one assistance to participants, and internship managers will undergo training to help
them support youth interns. Students would complete the internships on July 30, 2021.
Up to fifteen (15) South San Francisco students or 2021 graduates aged 15-18 will be accepted into
the program. Participants must live in South San Francisco or attend school there. Staff will
collaborate with school principals, counselors, and other school district contacts to exchange
information with students and identify possible participants beginning in April. Up to fifteen
internship placements covering all or most City departments are being planned, and they can be
modified or adjusted depending on student interests. On-site internships are available, as well as
hybrid internships that combine on-site and remote work. Internship supervisors may also undergo
guidance on dealing with young interns who have little or no work experience.
The city has recruited Jennifer Salerno, the Workforce Development Director for the Urban Services
YMCA in San Francisco, to design and introduce a program in South San Francisco focused on the
Urban Services Empowerment 2 Employment program's core concepts. Beginning in the current
fiscal year, Council appropriated $100,000 from the General Fund in February 2021 to create and
implement this initiative. Staff suggested financing this initiative from expected federal funds rather
than the General Fund because it would be eligible for funding from the newly passed American
Recovery Plan Act of 2021. The estimated program budget for 2021 is $85,000, including staffing
and participant salaries, and $200,000 for the 2022 program, which will serve a broader population
of youth.
Councilmember Flores inquired about the 6-week timeline and GPA requirement for participation.
Human Resources Director Lockhart provided an overview of the proposed training program
timeline and the common practice and indicated that students would be required to obtain a work
permit. Those needing to attend summer school may not qualify.
Mayor Addiego also expressed concern with the 6-week timeline and inquired about salary. Human
Resources Director Lockhart indicated that students would be paid minimum wage.
Councilmember Coleman encouraged an 8-10 week internship program for students to develop and
take ownership of their projects.
Councilmember Nicolas inquired about the number of departments that would participate in the
program and student assessments. Human Resources Director Lockhart provided an overview of the
proposed program, including student assessments.
Vice Mayor Nagales expressed his concern for students that are ineligible to participate and hopes
that those students would be considered in the future.
SPECIAL CITY COUNCIL MEETING MARCH 30, 2021
MINUTES PAGE 3
Jennifer Salerno, Workforce Development Director for the Urban Services YMCA in San Francisco,
provided an overview of the program and budget constraints. Human Resources Director Lockhart
indicated that the internship salaries were drafted considering part-time staff paid at minimum wage.
Mayor Addiego proposed an $18.00-hour wage. Councilmember Flores suggested that the City
Council also serve as mentors to a student intern.
A consensus of the Council to increase the hourly wage to $18.00 and maintain the 6-week program
for the pilot program with future considerations of longer terms.
2. Report regarding information on the South San Francisco Community Navigator Program
(Leslie Arroyo, Communications Director, Valerie Sommer, Library Director; Leah
Lockhart, Human Resources Director and Sharron Watts, Management Fellow)
Communications Director Arroyo presented the report and indicated now more than ever there was
a need to assist and equip the community with resources. A two-year Community Navigator Pilot
Program that would address barriers that inhibit access to critical services and civic engagement.
The goal of the Community Navigator Pilot Program is to assist those who have language barriers
and for the purpose of this pilot, those in the LatinX community, specifically in the Old Town
neighborhood. The objective aims to address the immediate concerns of the South San Francisco
community and to connect the immigrant, at-risk, and underserved communities, and those hit
hardest by COVID-19. The pilot program would also encourage open dialogue between community
members and designated bilingual staff, provide community engagement opportunities and bridge
the communication gap.
The Community Navigators Pilot Program would be led by two full-time Management Fellows out
of the City Manager ’s Office with a background in social and community work supervised by
Communications Director Arroyo. These fellows would work closely with the South San Francisco
Homeless Outreach Team, Commission on Racial and Social Equity collaboration and Upward
Mobility program which aims to help unemployed and under employed residents gain job skills and
financial literacy enabling families to emerge from poverty.
Management Fellows work with three bilingual/bicultural Community Promotores. Promotores
assist with providing access to a wide range of social services, educational, and workforce
development. Promotores would essentially be part-time, and they would disseminate information
and coordinate access to health, social services and educational workforce development. Funding
for the program would come from the American Rescue Plan Act of 2021.
In conclusion, the Community Navigator Pilot Program would strengthen and expand current City
outreach efforts in order to promote the community’s access to current resources. The program
would engage the community and the development of resources in response to current and future
community identified needs through a racial and social equity lens. The program would ultimately
help residents overcome the negative effects of the COVID-19 pandemic, especially on the
underserved population.
Councilmember Nicolas inquired about the weekly hours worked by the Promotores.
Communications Director Arroyo stated they worked 10 hours a week.
Mayor Addiego inquired on the type of benefits. Human Resources Director Lockhart advised that
fellowships is an hourly employment but because it is more than 30 hours a week, they were
SPECIAL CITY COUNCIL MEETING MARCH 30, 2021
MINUTES PAGE 4
eligible for health benefits, so they subsidize that up to 75%.
Mayor Addiego asked what a Promotore does 10 hours a week and how they interface with the
Fellows and how they interact with the community. Communications Director Arroyo stated the
Promotores were getting to know the folks in the community and finding out exactly what their
needs were beyond health and social services. Library Director Sommer acknowledged that the job
descriptions overlap and would need to redo them. She described the Management Fellows would
build those relationships with the social service agencies, so when people are out on the street, they
know who to refer them to. Sharron Watts, Management Fellows shared her experience with
Promotores and advised that trust does not happen overnight. She emphasized on the importance to
have a mirror of someone who looks like you and speaks like you, who is familiar with your living
experience in the community.
Mayor Addiego expressed concern on the likelihood that the City would develop a long-term
relationship with employees like that, so that the City could benefit by them staying for multiple
years and continuing to interface with the community. He asked how much the Promotores would
get paid. Library Director Sommer advised they would get paid $27.10/hr. Mayor Addiego stated he
did not want a feel-good program and wanted a program that delivered and was prepared to support
the program but would also keep a close eye on it. He was hopeful that the pilot program would be
successful, to the point where the County would do what they should be doing and step up and run
this program because it is not the job of municipal government to deal with these types of social
service activities.
Councilmember Flores thanked everyone for their presentation and shared his experience in
nonprofit health. He did not think he would have ever been successful running the programs on a
national level without a Promotores type of program and network. What it really came down to was
the cultural trust, but also cultural ability to be able to gain that respect from the community. He
requested a little bit more structure on Management Fellows because he felt two Management
Fellows might be a stretch as he thought one Management Fellow can very well be able to oversee
up to 15 Promotores. He recommended the City to scale and take a second look on what really the
Management Fellow would do. Councilmember Flores advised this program would not be
successful or would not stick if they call it a navigator or fellow program in any which way. They
must come up with an intentional name that speaks to that community.
Councilmember Coleman inquired whether the City was looking for Promotores that would build
trust and build those relationships in the community or looking for people who already have that
trust developed and already has those relationships in the community. He believed there were
people in the community already acting like Promotores out of the goodness of their heart and felt
this was a wonderful way to repay those people for their services and create a more direct
connection between the City and the community.
Mayor Addiego asked whether staff had a date set to start the program. Library Director Sommer
stated that she was thinking starting July 1, 2021 due to the budget cycle. City Manager Futrell was
hopeful this project will get off the ground prior to July 1.
3. Study session on American Rescue Plan funding. (Mike Futrell, City Manager)
City Manager Futrell presented the report and stated that on March 11, 2021 President Biden signed
the American Rescue Plan Act of 2021 providing $1.9 trillion of Covid recovery funding for the
SPECIAL CITY COUNCIL MEETING MARCH 30, 2021
MINUTES PAGE 5
nation, which included large amounts such as $414 billion for vaccinations, testing and other
medical needs directly related to the coronavirus, $20 billion for Public Transit, $176 billion for
schools and $360 billion for States and local communities. South San Francisco, based on
population, are scheduled to receive $12.3 million. The first half of that will arrive in early May and
the second half, the additional $6.15 million will arrive 12 months later. He presented Council with
the following breakdown of funding.
ITEM TOTAL COST 2021 2022
1 Economic Mobility Initiative $2,000,000 $1,000,000 $1,000,000
2 Guaranteed Income $2,000,000 $1,000,000 $1,000,000
3 Food Voucher Program $200,000 $200,000
4 Restaurant Grants $260,000 $260,000
5 SWEET (Jobs for Youth) Program $285,000 $85,000 $200,000
6 City Broadband Expansion $2,000,000 $1,000,000 $1,000,000
7 Community Navigator $460,000 $230,000 $230,000
8 Community Promotores $100,000 $50,000 $50,000
9 Spit Sea Level Rise $30,000,000 $1,000,000
10 Francisco Terrace Flood Prevention $500,000 $500,000
11 City Operations COVID Recovery $3,495,000 $2,325,000 $1,170,000
TOTALS $6,150,000 6,150,000
Given the nature of this as relief money as recovery money staff tonight wants to give a notional
view of where those funds might go and get Council’s direction so that four or five weeks from
now, when the funds arrive, staff would be ready to deploy resources to help the community.
A consensus of the Council to keep the $2,000,000 for Guaranteed Income but appreciate it in
matching numbers, staff will come up with a tiered system where foster kids get the first priority
followed by single moms followed by previously incarcerated then maybe low-income families will
come up with a system of buckets where one bucket is filled and it fills up the rest. There was
discussion for 18 months for 400 families at $500/mo which translates to roughly $5,500,000.
Councilmember Flores inquired about the Food Voucher Program and whether staff reached out to
Genentech as they have a similar model of this program for almost 30 years and asked for their
feedback. ECD Director Greenwood confirmed that he had reached out to both the Chamber of
Commerce and Genentech and learned a lot from their experiences. Staff came to the determination
that the method of delivery that was the broadest and easiest participation with the residents that
they were hoping to reach and serve would be an old fashioned, low tech by design printed voucher.
Councilmember Nicolas inquired whether the vouchers could be used at any vendor in the City and
not just vendors that were Chamber of Commerce members. ECD Director Greenwood confirmed
that the vouchers were not limited to vendors that were Chamber of Commerce members but
emphasized it was important to identify the businesses that would participate voluntarily ahead of
time and to work with them and educate them to prevent confusion and having residents being
turned away.
Mayor Addiego expressed concern on residents counterfeiting the vouchers and inquired on the cost
to produce said vouchers and what the City would do when merchants turn in counterfeit vouchers.
SPECIAL CITY COUNCIL MEETING MARCH 30, 2021
MINUTES PAGE 6
ECD Director Greenwood stated about 35-40% of that are for back of house costs and estimated the
printing cost to be 40 cents per coupon. Mayor Addiego expressed concern that the City would
spend $200,000 on the program to help residents and only $120,000 was going towards food for
people to eat and $80,000 is going to go into back of house. ECD Director Greenwood understood
the Mayor ’s concern but advised that the program would reach about 2,500 families in need,
through this program and it would be done in a way where staff can document and make sure that
there is no misuse of the funds.
Mayor Addiego suggested using gift cards and even though the City could not control exactly where
the money went, if they gave it to the right people that need help, he believed that they would act
accordingly and spend it on what is best for their family.
City Manager Futrell suggested Council keep the $200,000 for the Food Voucher Program for now
and staff would bring a different delivery model for consideration.
Councilmember Nicolas inquired whether Mayfair Village was included for the City Broadband
Expansion project. IT Director Barrera stated staff could add any parks as Council sees fit.
City Manager Futrell reminded Council that the City has $58,000,000 plus in reserves and
recommends using some of that being available for the shortfall in the coming year.
The following individuals submitted public comments:
• Cecilia Chu, Friends For Youth
• Mina Richardson, community member
4. Study session regarding update on new Downtown Parking Garage (Heather Ruiz,
Management Analyst and Alex Greenwood, Director)
Item not heard and moved to a future date.
ADJOURNMENT
Being no further business, Mayor Addiego adjourned the meeting at 8:37 p.m.
Respectfully submitted by: Approved:
Gabriel Rodriguez Mark Addiego
Deputy City Clerk Mayor
Approved: / /
CALL TO ORDER Mayor Addiego called the meeting to order at 5:02 p.m.
ROLL CALL Councilmembers Coleman, Flores, Nicolas, 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.
The following individuals submitted public comments via email. The comments were read into the
record by Assistant City Clerk Avila, disseminated to the City Council, and uploaded to the website:
• Daniel Perez, community member
• Celeste Perez, community member
• Alan Perez, community member
• Russell Lee, community member
ADMINISTRATIVE BUSINESS
1. Report regarding Board and Commission interviews and appointments to the Bicycle and
Pedestrian Advisory Committee (BPAC), Colma Creek Citizens Advisory Committee,
Cultural Arts Commission, General Plan Community Advisory Committee, Housing
Authority Commission, Measure W Citizens’ Oversight Committee, Parks and Recreation
Commission, and Planning Commission (Rosa Govea Acosta, City Clerk).* Denotes
Incumbent
a. Interview Applicant for Housing Authority Commission:
5:00 p.m. Steven Pitocchi
Council interviewed applicant Pitocchi.
b. Interview Applicant for Planning Commission:
5:15 p.m. Alex Tzang
Council interviewed applicant Tzang.
MINUTES
SPECIAL MEETING
CITY COUNCIL
CITY OF SOUTH SAN FRANCISCO
FRIDAY, APRIL 2, 2021
5:00 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.
SPECIAL CITY COUNCIL MEETING APRIL 2, 2021
MINUTES PAGE 2
c. Interview Applicant for Measure W Citizens' Oversight Committee:
5:30 p.m. Engy Del Rosario
Council interviewed applicant Del Rosario.
d. Interview Applicants for Parks and Recreation Commission:
5:45 p.m. Matthew Benson
6:00 p.m. Brittany Burgo (Late Submittal for Council's Consideration)
6:15 p.m. Raul Contreras III
6:30 p.m. Liliana Rivera
6:45 p.m. Michael Aires*
7:00 p.m. Ruth De Nardi*
7:15 p.m. William Lock*
7:30 p.m. Robert Uy*
Council interviewed applicants Benson, Burgo, Contreras, Rivera, Aires, De Nardi, Lock and Uy.
e. Interview Applicants for Planning Commission:
7:45 p.m. Ahmad Elayyan
8:00 p.m. Edward Holman
8:15 p.m. Bassam (Sam) Shihadeh*
Council interviewed applicants Elayyan, Holman, and Shihadeh.
f. Interview Applicant for Housing Authority Commission:
8:30 p.m. Demetria Vong-Spillan*
Council interviewed applicant Vong-Spillan.
g. Discussion and consideration of appointment of applicant to the Bicycle and Pedestrian Advisory Committee. Council may appoint one (1) applicant to a term expiring July 18, 2022. Applicants: Arian Guzman and Sarah Funes.
After discussion and voting, Council appointed Applicant Guzman to the Bicycle and Pedestrian
Advisory Committee.
Motion− Councilmember Coleman/Second−Vice Mayor Nagales to appoint Arian Guzman to the
Bicycle and Pedestrian Advisory Committee for a term expiring July 18, 2022. Unanimously
approved by roll call vote.
h. Discussion and consideration of appointment of applicants to the Colma Creek
Citizens Advisory Committee. Council may appoint one (1) applicant to a term
expiring March 31, 2025. Applicants: Scott Grindy, Lilian Guzman, and Richard
Irli.*
After discussion and voting, Council appointed Applicant Irli to the Colma Creek Citizens Advisory
Committee.
Motion− Vice Mayor Nagales/Second−Councilmember Nicolas to appoint Richard Irli to the Colma
Creek Citizens Advisory Committee for a term expiring March 31, 2025. Unanimously approved by
roll call vote.
SPECIAL CITY COUNCIL MEETING APRIL 2, 2021
MINUTES PAGE 3
i. Discussion and consideration of appointment of applicants to the Cultural Arts
Commission. Council may appoint three (3) applicants to a term expiring June 13,
2026. Applicants: Krystle Cansino, Sarah Funes, Zubin Maharaj, Milena Mardahay,
and Joanne Sun.
After discussion and voting, Council appointed Applicants Cansino, Maharaj, and Mardahay to the
Cultural Arts Commission.
Motion− Councilmember Nicolas/Second−Councilmember Flores to appoint Krystle Cansino,
Zubin Maharaj, and Milena Mardahay to respective seats on the Cultural Arts Commission for
terms expiring June 13, 2026. Unanimously approved by roll call vote.
j. Discussion and consideration of appointment of applicant to the General Plan
Community Advisory Committee. Council may appoint one (1) applicant to a term
expiring December 17, 2023. Applicant: Luis De Paz Fernandez
No appointment made to the General Plan Community Advisory Committee – recruitment extended.
k. Discussion and consideration of appointment of applicants to the Housing
Authority Commission. Council may appoint three (3) applicants to a term expiring
March 31, 2025. Applicants: Zubin Maharaj, Luis Mercado*, Steven Pitocchi*, and
Demetria Vong-Spillan*
After discussion and voting, Council appointed Applicants Mercado, Pitocchi, and Vong-Spillan to
the Housing Authority Commission.
Motion− Councilmember Nicolas/Second−Councilmember Coleman to appoint Luis Mercado,
Steven Pitocchi, and Demetria Vong-Spillan to respective seats on the Housing Authority
Commission for terms expiring March 31, 2025. Unanimously approved by roll call vote.
l. Discussion and consideration of appointment of applicants to the Measure W Citizens' Oversight Committee. Council may appoint three (3) applicants to a term expiring October 17, 2025. Applicants: Krystle Cansino and Engy Del Rosario.
After discussion and voting, Council appointed Applicant Del Rosario to the Measure W Citizens’
Oversight Committee.
Motion− Councilmember Coleman/Second−Councilmember Nicolas to appoint Engy Del Rosario
to the Measure W Citizens’ Oversight Committee for a term expiring October 17, 2025.
Unanimously approved by roll call vote.
SPECIAL CITY COUNCIL MEETING APRIL 2, 2021
MINUTES PAGE 4
m. Discussion and consideration of appointment of applicants to the Parks and
Recreation Commission. Council may appoint four (4) applicants to a term expiring
December 31, 2026. Applicants: Krystle Cansino, Luis De Paz Fernandez, Scott Grindy
Michael Aires*, Mathew Benson, Brittany Burgo, Raul Contreras III, Ruth De Nardi*,
William Lock*, Liliana Rivera, and Robert Uy*.
After discussion and voting, Council appointed Applicants Aires, De Nardi, Lock, and Uy to the
Parks and Recreation Commission.
Motion− Vice Mayor Nagales/Second−Councilmember Nicolas to appoint Applicants Michael
Aires, Ruth De Nardi, and Robert Uy to respective seats on the Parks and Recreation Commission
for terms expiring December 31, 2026. Approved by the following roll call vote: AYES:
Councilmembers Flores, Nicolas, Vice Mayor Nagales, and Mayor Addiego; NAYES:
Councilmember Coleman; ABSENT: None; ABSTAIN: None.
n. Discussion and consideration of appointment of applicants to the Planning
Commission. Council may appoint four (4) applicants to a term expiring December 31,
2026. Applicants: Krystle Cansino, Luis De Paz Fernandez Sarah Funes, Scott Grindy
Zubin Maharaj, Luis Mercado, Ahmad Elayyan, Edward Holman, Bassam (Sam)
Shihadeh*, and Alex Tzang*.
After discussion and voting, Council appointed Applicants De Paz Fernandez, Funes, Shihadeh, and
Tzang to the Planning Commission.
Motion− Councilmember Flores/Second−Vice Mayor Nagales to appoint applicants Luis De Paz
Fernandez, Sarah Funes, Bassam (Sam) Shihadeh, and Alex Tzang to respective seats on the
Planning Commission for terms expiring December 31, 2026. 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:
Rosa Govea Acosta, CMC, CPMC Mark Addiego
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 #:21-345 Agenda Date:5/12/2021
Version:1 Item #:5.
Report regarding a resolution authorizing the write-off of $223,148 in uncollectible ambulance billing accounts
receivable.(Richard Walls, Emergency Medical Services Chief)
RECOMMENDATION
It is recommended that the City Council adopt a resolution authorizing the write-off of $223,148 in
uncollectable ambulance billing accounts receivable.
The purpose of this staff report is to recommend that City Council write-off the balances of 178 uncollectable
ambulance billing accounts,totaling $223,148.Since December 2015,the South San Francisco Fire
Department (SSFFD)and Finance Department have implemented accounting practices that allow for periodic
financial reviews and write-offs by Council.Once all accounts have been processed by our primary and
secondary billing contractors,the remaining outstanding balances are then forwarded to SSFFD for write-off
consideration.
It is the goal of the SSFFD to regularly report the status of these accounts.Accounts that have been vetted and
no longer have recoverable revenue will be recommended for write-off.With regular reporting we anticipate a
more consistent number of accounts and write-off balance.
The Recommended Write-Off Summary (Attachment 1)summarizes the accounts by year.Using procedures
put in place,and with the assistance of City Council,staff has worked to greatly reduce the number of
uncollectable accounts,decreasing the accumulated aged accounts balance.This write-off request is the first
since October 28,2020,and is part of our plan to present these accounts to Council on a regular,recurring
basis.
Though included in previous write off requests,today’s action does not include any hardship waivers.The
Centers for Medicare and Medicaid Services require a process for writing off financial hardship.In December
of 2015, Council approved our process.
FISCAL IMPACT
As a result of the write-off,the City will no longer pursue the collections of these funds.Combined with the
$116,314 write-off approved by Council on October 28,2020,the total write-off in this fiscal year would be
$339,462 once this resolution is approved by Council.
CONCLUSION
Staff recommends that the City Council adopt a resolution to write-off $223,148 in uncollectable ambulance
billing accounts receivable.
Attachment: Recommended Write-Off Summary
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AMBULANCE ACCOUNT WRITE‐OFF
May 12, 2021
Year Number of Accounts Write‐off amount
2016 15 $ 23,508
2017 7 $ 11,580
2018 20 $ 35,987
2019 25 $ 41,347
2020 111 $ 110,726
Grand Total 178 $ 223,148
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:21-346 Agenda Date:5/12/2021
Version:1 Item #:5a.
Resolution authorizing the write-off of $223,148 in uncollectible ambulance billing accounts receivable.
WHEREAS,staff recommends that City Council write off uncollectible ambulance accounts,totaling
$223,148; and
WHEREAS,the number of accounts that are no longer collectable is 178 with a balance of $223,148,hereto
attached as Exhibit A, and
WHEREAS,these accounts have been vetted through our primary and secondary billing vendors and no longer
have recoverable revenue.
NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of South San Francisco that the City
Council hereby approves the write-off of $223,148 in uncollectible ambulance billing accounts receivable,as
detailed in Exhibit A, attached to this resolution and incorporated herein.
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 7/14/2021Page 1 of 1
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Account‐Run Number Date of Service Balance
1 19057368 12/16/2019 $2,336.00
2 20021020 5/20/2020 $2,283.00
3 37158975 2/28/2016 $1,768.00
4 2016002794 6/11/2016 $1,875.00
5 2016003341 7/14/2016 $2,240.00
6 2016003345 7/15/2016 $2,255.00
7 2016003491 7/25/2016 $100.00
8 2016003628 8/3/2016 $2,205.00
9 2016003928 8/22/2016 $150.00
10 2016004028 8/27/2016 $2,055.00
11 2016004267 9/13/2016 $2,145.00
12 2016004551 9/30/2016 $2,530.00
13 2016004624 10/3/2016 $50.00
14 2016004932 10/20/2016 $250.00
15 2016005917 12/13/2016 $2,090.00
16 2017000203 1/10/2017 $725.00
17 2017000346 1/18/2017 $2,110.00
18 2017000526 1/26/2017 $1,950.00
19 2016004392A 9/20/2016 $1,950.00
20 EMS18002883 1/17/2018 $2,350.00
21 EMS18009571 2/27/2018 $2,300.00
22 EMS18011378 3/10/2018 $1,395.22
23 EMS18012170 3/15/2018 $1,547.28
24 EMS18014993 4/1/2018 $2,050.00
25 EMS18015461 4/4/2018 $1,122.55
26 EMS18015546 4/4/2018 $1,583.34
27 EMS18019760 5/1/2018 $1,664.47
28 EMS18022044 5/15/2018 $2,600.00
29 EMS18022347 5/17/2018 $1,728.47
30 EMS18031265 7/13/2018 $1,515.59
31 EMS18033083 7/24/2018 $1,670.60
32 EMS18033249 7/25/2018 $1,515.59
33 EMS18034914 8/5/2018 $1,938.04
34 EMS18044461 10/5/2018 $1,427.66
35 EMS18049937 11/8/2018 $2,052.00
36 EMS18052948 11/26/2018 $2,001.00
37 EMS18053177 11/28/2018 $1,787.24
38 EMS18055481 12/11/2018 $2,103.00
39 EMS19001867 5/1/2019 $98.75
40 EMS19003632 1/22/2019 $2,052.00
41 EMS19029759 6/29/2019 $2,409.00
42 EMS19032663 7/18/2019 $2,052.00
Wednesday, May 12, 2021
AMBULANCE ACCOUNT WRITE‐OFF
1 of 5
Account‐Run Number Date of Service Balance
Wednesday, May 12, 2021
AMBULANCE ACCOUNT WRITE‐OFF
43 EMS19033976 7/26/2019 $2,177.00
44 EMS19034660 7/31/2019 $2,283.00
45 EMS19035329 8/4/2019 $300.00
46 EMS19035409 8/4/2019 $2,357.00
47 EMS19039730 8/30/2019 $150.00
48 EMS19044739 9/30/2019 $2,283.00
49 EMS19044984 10/2/2019 $2,283.00
50 EMS19046984 10/14/2019 $1,531.00
51 EMS19050015 11/1/2019 $496.00
52 EMS19052521 11/17/2019 $2,283.00
53 EMS19053088 11/20/2019 $50.00
54 EMS19055676 12/6/2019 $2,389.00
55 EMS19056686 12/12/2019 $122.70
56 EMS19056789 12/12/2019 $424.80
57 EMS19058923 12/25/2019 $2,124.00
58 EMS19059074 12/26/2019 $2,124.00
59 EMS19059103 12/26/2019 $2,177.00
60 EMS19059232 12/27/2019 $2,304.00
61 EMS19059962 12/31/2019 $2,336.00
62 EMS20001019 1/7/2020 $250.00
63 EMS20001648 1/11/2020 $122.69
64 EMS20001900 1/12/2020 $100.00
65 EMS20002341 1/15/2020 $2,071.00
66 EMS20002390 1/15/2020 $2,548.00
67 EMS20002539 1/16/2020 $2,654.00
68 EMS20004382 1/27/2020 $2,336.00
69 EMS20005204 2/1/2020 $2,707.00
70 EMS20005585 2/3/2020 $75.00
71 EMS20006060 2/6/2020 $2,230.00
72 EMS20006206 2/7/2020 $2,336.00
73 EMS20006301 2/7/2020 $150.00
74 EMS20006929 2/11/2020 $50.00
75 EMS20006962 2/11/2020 $456.60
76 EMS20007473 2/14/2020 $2,304.00
77 EMS20007569 2/14/2020 $2,442.00
78 EMS20007587 2/14/2020 $2,336.00
79 EMS20007609 2/15/2020 $50.00
80 EMS20008071 2/17/2020 $2,283.00
81 EMS20009647 2/27/2020 $2,177.00
82 EMS20009652 2/27/2020 $2,124.00
83 EMS20009745 2/27/2020 $150.00
84 EMS20009871 2/28/2020 $101.28
2 of 5
Account‐Run Number Date of Service Balance
Wednesday, May 12, 2021
AMBULANCE ACCOUNT WRITE‐OFF
85 EMS20010013 2/29/2020 $2,283.00
86 EMS20010529 3/3/2020 $2,230.00
87 EMS20011050 3/6/2020 $2,177.00
88 EMS20011537 3/9/2020 $113.55
89 EMS20012043 3/13/2020 $2,071.00
90 EMS20012338 3/14/2020 $200.00
91 EMS20012458 3/15/2020 $50.00
92 EMS20012748 3/17/2020 $2,230.00
93 EMS20012969 3/18/2020 $102.19
94 EMS20013295 3/21/2020 $200.00
95 EMS20013301 3/21/2020 $2,336.00
96 EMS20013391 3/21/2020 $2,177.00
97 EMS20013506 3/22/2020 $200.00
98 EMS20014082 3/26/2020 $2,124.00
99 EMS20014092 3/26/2020 $50.00
100 EMS20014185 3/27/2020 $175.00
101 EMS20014216 3/27/2020 $250.00
102 EMS20014395 3/29/2020 $2,071.00
103 EMS20014493 3/29/2020 $2,177.00
104 EMS20014666 3/30/2020 $467.20
105 EMS20014829 4/1/2020 $2,198.00
106 EMS20015316 4/5/2020 $85.77
107 EMS20015398 4/5/2020 $2,071.00
108 EMS20016306 4/12/2020 $2,124.00
109 EMS20016569 4/14/2020 $2,124.00
110 EMS20016615 4/14/2020 $50.00
111 EMS20016987 4/17/2020 $2,336.00
112 EMS20016990 4/17/2020 $233.60
113 EMS20017131 4/19/2020 $250.00
114 EMS20017226 4/19/2020 $50.00
115 EMS20017582 4/22/2020 $50.00
116 EMS20017948 4/25/2020 $2,283.00
117 EMS20018184 4/27/2020 $250.00
118 EMS20019001 5/4/2020 $200.00
119 EMS20019860 5/10/2020 $2,389.00
120 EMS20020214 5/13/2020 $2,336.00
121 EMS20020519 5/16/2020 $106.77
122 EMS20020703 5/17/2020 $2,304.00
123 EMS20020718 5/17/2020 $250.00
124 EMS20020818 5/18/2020 $50.00
125 EMS20020844 5/18/2020 $50.00
126 EMS20021041 5/20/2020 $200.00
3 of 5
Account‐Run Number Date of Service Balance
Wednesday, May 12, 2021
AMBULANCE ACCOUNT WRITE‐OFF
127 EMS20021421 5/23/2020 $150.00
128 EMS20021565 5/24/2020 $188.67
129 EMS20021679 5/25/2020 $150.00
130 EMS20021888 5/26/2020 $200.00
131 EMS20022689 6/2/2020 $100.00
132 EMS20022696 6/2/2020 $200.00
133 EMS20022741 6/2/2020 $100.00
134 EMS20022859 6/3/2020 $200.00
135 EMS20023278 6/6/2020 $50.00
136 EMS20023758 6/10/2020 $228.30
137 EMS20024228 6/13/2020 $250.00
138 EMS20024396 6/15/2020 $2,230.00
139 EMS20024835 6/18/2020 $2,283.00
140 EMS20024898 6/18/2020 $200.00
141 EMS20025018 6/19/2020 $200.00
142 EMS20025394 6/22/2020 $277.74
143 EMS20025628 6/24/2020 $50.00
144 EMS20025713 6/24/2020 $2,336.00
145 EMS20025741 6/24/2020 $2,230.00
146 EMS20025874 6/25/2020 $2,495.00
147 EMS20026104 6/27/2020 $250.00
148 EMS20026339 6/29/2020 $2,495.00
149 EMS20026527 6/30/2020 $150.00
150 EMS20026805 7/2/2020 $2,410.00
151 EMS20027088 7/4/2020 $200.00
152 EMS20027689 7/9/2020 $119.64
153 EMS20028340 7/13/2020 $200.00
154 EMS20028368 7/13/2020 $59.82
155 EMS20028574 7/15/2020 $250.00
156 EMS20028786 7/16/2020 $200.00
157 EMS20030431 7/28/2020 $2,336.00
158 EMS20030460 7/29/2020 $302.90
159 EMS20030575 7/30/2020 $200.00
160 EMS20030809 7/31/2020 $50.00
161 EMS20031448 8/5/2020 $59.97
162 EMS20034780 8/27/2020 $112.33
163 EMS20042398 10/17/2020 $2,092.75
164 ESF16001458 4/13/2016 $1,845.00
165 ESF17001602 4/13/2017 $2,175.00
166 ESF17001921 5/7/2017 $2,220.00
167 ESF17002228 5/26/2017 $2,250.00
168 ESF17002913 7/16/2017 $150.00
4 of 5
Account‐Run Number Date of Service Balance
Wednesday, May 12, 2021
AMBULANCE ACCOUNT WRITE‐OFF
169 ESF18001314 3/28/2018 $1,635.00
170 ESF19029128 6/25/2019 $2,205.00
171 ESF20000503 1/31/2020 $2,283.00
172 ESF20001841 4/24/2020 $103.72
173 SOF2000001145 2/26/2020 $2,071.00
174 SOF2000001287 3/4/2020 $99.15
175 SOF2000002123 4/22/2020 $200.00
176 SOF2000002199 4/27/2020 $50.00
177 SOF2000002762 6/3/2020 $250.00
178 SOF2002637 5/26/2020 $50.00
$223,147.94
5 of 5
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:21-347 Agenda Date:5/12/2021
Version:1 Item #:6.
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
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File #:21-347 Agenda Date:5/12/2021
Version:1 Item #:6.
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 hazardous 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 has conducted preliminary surveys on the week of April 19,2021 and are
performing subsequent surveys every fourteen days through August 2021,the end of nesting season.Wood PLC
is working directly with Davey Tree,while coordinating with City staff to guide work appropriately.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 are left in place to help
with slope stabilization. Mulch from removed trees was also spread to lessen rain impacts.
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File #:21-347 Agenda Date:5/12/2021
Version:1 Item #:6.
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 to be determined once tree work is complete.Bird nest surveying for the year of 2021 is a
total of $18,988. 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.
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:21-348 Agenda Date:5/12/2021
Version:1 Item #:6a.
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
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.
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File #:21-348 Agenda Date:5/12/2021
Version:1 Item #:6a.
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
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.
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File #:21-348 Agenda Date:5/12/2021
Version:1 Item #:6a.
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.
*****
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:21-239 Agenda Date:5/12/2021
Version:1 Item #:7.
Report regarding a reimbursement agreement with Genentech,Inc.for the construction of off-site
improvements along East Grand Avenue between Allerton Avenue and DNA Way,Project No.TR2102.
(Jeffrey Chou, Associate Engineer)
RECOMMENDATION
It is recommended that the City Council adopt a resolution approving a reimbursement agreement with
Genentech,Inc.for the construction of off-site improvements along East Grand Avenue between Allerton
Avenue and DNA Way at the cost of $3,591,963 (TR2102).
BACKGROUND/DISCUSSION
The off-site improvements along East Grand Avenue between Allerton Avenue and DNA Way include
installation of traffic signals at both the East Grand Avenue/Allerton Avenue and East Grand Avenue/DNA Way
intersections,which was recommended in the City’s Traffic Study of the East of 101 Area.The signals will
improve the traffic circulation and congestion in this corridor.
In addition to the installation of traffic signals,other off-site improvements include complete streets
improvements for pedestrians and bicyclists such as high-visibility crosswalks,ADA curb ramps,median
refuge islands and dedicated bike lanes, as well as medians improvements.
Genentech, with supervision of City Staff, has implemented the project through completion of final design.
Under Genentech’s Master Plan EIRs,specifically,Mitigation Measure TR-2 refers to transportation impacts
that would provide an increase of total traffic volumes by more than two percent passing through the East
Grand Avenue/Allerton Avenue and East Grand Avenue/DNA Way intersections.And such impact would be
mitigated through the installation of a traffic signal as a part of the City’s East of 101 Transportation
Improvement Program.
The off-site improvements are also located in the Genentech’s Master Plan (GMP)Zoning District and
envisioned in the:
•Genentech Facilities Ten-Year Master Plan (“Master Plan”)
•2007 Genentech Corporate Facilities R&D Overlay District Expansion
•Genentech Master Plan Update Master Environmental Impact Report (“2007 MEIR”)
•2012 Supplemental EIR to the 2007 MEIR, (“2012 SMEIR”)
•2019 B-50 Addendum to the 2012 SMEIR.
Genentech agrees to construct the off-site improvements,within the City’s right-of-way,so long as Genentech
is reimbursed for such paid fees in exchange for the construction of the improvements.The City and Genentech
have negotiated a Reimbursement Agreement to accomplish this proposal and construction.The details of the
reimbursement exchange are further described in the recitals of the proposed Reimbursement Agreement,
attached as Exhibit A to the accompanying resolution.
An independent reviewer,TJKM Transportation Consultants (TJKM),reviewed the plan set and proposedCity of South San Francisco Printed on 5/7/2021Page 1 of 3
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File #:21-239 Agenda Date:5/12/2021
Version:1 Item #:7.
An independent reviewer,TJKM Transportation Consultants (TJKM),reviewed the plan set and proposed
design and construction costs of the project.TJKM is a reputable design consultant that has worked on similar
projects for the City and is also qualified under the City’s on-call consultant list in Attachment 2,TJKM’s Cost
Analysis Memo,TJKM states “the overall construction and design cost (from Genentech)is lower than our
estimate”.
Summary of TJKM’s findings is shown below:
Genentech’s Cost TJKM’s Estimate
Design Cost $338,240 $374,377
Construction Cost $2,957,930 $2,995,000
Total $3,296,170 $3,369,377
The City Engineer has approved the proposed design of the off-site improvements and the associated
reimbursement costs to Genentech following completion by Genentech and acceptance by the City of the
improvements.
FISCAL IMPACT
The proposed cost for the off-site improvements, reimbursement agreement, and project total is shown below:
Design Cost $338,240
Construction Cost $2,957,930
Construction Contingency (10%)$295,793
Reimbursement Total $3,591,963
Staff has reviewed the proposed costs and determined it is within market range of similar projects of size and
scope.
The initial $3,500,000 funding for this reimbursement agreement is included as part of the FY 20-21 Annual
CIP under Project No.TR2102.Additional funding will be required to complete the project and will be
appropriated as part of the FY 21-22 CIP Budget utilizing East of 101 Transportation Impact Fee funds.The
additional funding is required to cover the remainder of the reimbursement agreement ($91,963),construction
management and inspection services.
RELATIONSHIP TO STRATEGIC PLAN
Approval of this action will contribute to the City’s Strategic Plan Priority Area 2,Quality of Life,Initiative 2.2
by promoting bike paths, pedestrian ways, and multi-modal transportation options.
CONCLUSION
It is recommended that the City Council adopt a resolution approving a Reimbursement Agreement between the
City of South San Francisco and Genentech, Inc. in the amount of $3,591,963.
Attachments:
1.Vicinity Map
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File #:21-239 Agenda Date:5/12/2021
Version:1 Item #:7.
2.TJKM’s Cost Analysis Memo
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PLEASANTON ¨ SAN JOSE ¨ SANTA ROSA ¨ SACRAMENTO ¨ FRESNO
Corporate Office: 4305 Hacienda Drive, Suite 550, Pleasanton, CA 94588 ¨ Phone: 925.463.0611 ¨ www.TJKM.com
DBE #40772 ¨ SBE #38780
May 4, 2021
Jeff Chou, P.E.
Civil Engineer
City of South San Francisco - Public Works
Re: Genentech Project Cost Analysis Summary of Comments
Dear Mr. Chou:
TJKM has completed the review of the unit prices for the estimated construction cost, and
design fees based on our professional experience on similar projects, and bid prices from
contractors on similar projects in the Bay Area and found that these costs are reasonable or
lower. TJKM have summarized our comments below.
Allerton/Grand
1. Traffic signal poles-mast arm poles are about 15-20k each. Type 15TS are about 5k each.
Not including tax or 10-20% markup from contractor. Adding in the tax, contractor
markup, remainder of the signal equipment, such as the signal heads, controller cabinet,
controller, backplates, video detection system, emergency preemption system, the total
cost for this item should be higher.
2. Pole foundations-foundations are about $7500 ea for mast arm and 1b poles.
3. Signage removal-removal should be around $100-150 ea. New sign and post costs $450
ea.
4. Traffic Arrow-unit price should be about $500 ea
5. White lane striping-should be about $3-4/LF
6. Added speed limit sign-should be about $250/ea for a static sign
DNA/Grand
1. Relocate pole foundation-are you sure the contractor can relocate a foundation without
damaging it structurally?
2. Signal pole material-this should be about $80-90k without contractor markup or
tax/shipping. Adding in the tax, contractor markup, remainder of the signal equipment,
such as the signal heads, controller cabinet, controller, backplates, video detection
system, emergency preemption system, the total cost for this item should be higher.
3. Signage removal-should be about $150 ea
4. Green bike lane striping-seems low, should be around $15/sf
5. White lane striping-should be about $3-4/LF
6. Red curb striping-should be $3-4/LF
7. 2” interconnect conduit-should be about $75-80/LF
8. #5 pull boxes-should be about $1000/ea
9. ML698 switch-should be about $3500/ea.
10.PCC Curb Ramp w/Truncated Domes; $1,869.00 is too low.
ATTACHMENT 2
Mr. Jeff Chou
May 4, 2021
Page 2 of 2
Design Fees
1. Overall design fee should be about 10-15% of the total construction cost. (range of
$337,000-$449,000)
2. The traffic design fee seems high. Should be about $70-80k
3. The civil design fee seems high also and should be about $70-80k
4. The civil and traffic CA fee seems too high for the work involved unless this includes the
staking? Should be about 5-7% of the total design fee.
5. The landscape design fee seems too high for the number of sheets prepared.
TJKM did not review the landscape construction cost as that work is outside of services provided
by TJKM, but included DPR’s landscape construction cost in our overall construction cost
estimate.
Based on the review of documents provided by South San Francisco our review of the plan set,
design fees and construction schedule of values, we estimate, from our professional experience
on similar projects, the construction cost should be around $2.995 Million and design costs to
be on average $374,377.
The Genentech construction cost of about $2.958 Million is slightly lower than our $2.995 Million
calculated cost, but in line with our estimated construction cost. The design cost of $338,240
(including soils report cost) is lower than our average design cost of $374,377. The overall
construction and design cost is lower than our estimate.
Please feel free to contact me at (925) 264-5003 or via e-mail at apatel@tjkm.com,
Sincerely,
Atul Patel, TE
Director of ITS & Design
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:21-240 Agenda Date:5/12/2021
Version:1 Item #:7a.
Resolution approving a reimbursement agreement with Genentech,Inc.for cost associated with the
construction of off-site improvements along East Grand Avenue between Allerton Avenue and DNA Way.
WHEREAS,the off-site improvements along East Grand Avenue between Allerton Avenue and DNA Way are
identified in the City’s Traffic Study for the East of 101 Area and Genentech Master Plan Update Master
Environmental Impact Report; and
WHEREAS,the off-site improvements along East Grand Avenue between Allerton Avenue and DNA Way
include,but are not limited to,installation of traffic signals at the East Grand Avenue/Allerton Avenue and East
Grand Avenue/DNA Way intersections,high-visibility crosswalks,ADA curb ramps,median refuge islands,
dedicated bike lanes and medians improvements; and
WHEREAS,Genentech agrees to construct the off-site improvements along East Grand Avenue between
Allerton Avenue and DNA Way,so long as Genentech is reimbursed for the work through a reimbursement of
such paid fees in exchange for the construction of the improvements; and
WHEREAS,the City and Genentech have negotiated a Reimbursement Agreement to accomplish the proposal
and construction,and an independent third party reviewed the proposed construction costs and found the
amounts to be within the acceptable range for a project of this type; and
WHEREAS,$3,500,000 from the East of 101 Traffic Impact Fee Fund was appropriated for the project and
approved by Council as part of the FY20-21 Capital Improvement Program project no. TR2102; and
WHEREAS,additional funding required to complete TR2102 will be appropriated from the East of 101 Traffic
Impact Fee Fund and included in the FY 21-22 Capital Improvement Program; and
WHEREAS,staff recommends that the City Council approve a Reimbursement Agreement with Genentech to
accomplish the foregoing.
NOW,THEREFORE,BE IT RESOLVED,that the City Council of the City of South San Francisco does
hereby:
1.Approve the Reimbursement Agreement with Genentech,Inc.for the completion of off-site
improvements along East Grand Avenue between Allerton Avenue and DNA Way in an amount not to
exceed $3,591,963,including a ten percent (10%)contingency of $295,793,attached hereto as Exhibit
A and incorporated herein; and
2.Authorize the City Manager, or his designee, to execute the Reimbursement Agreement in substantially
the same form as Exhibit A, and to execute any related documents, subject to review and approval as to
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File #:21-240 Agenda Date:5/12/2021
Version:1 Item #:7a.
form by the City Attorney; and
3.Authorize the City Manager to take any other related actions necessary to carry out the intent of this
Resolution or accompanying staff report.
*****
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Page 1 of 6
AGREEMENT FOR CONSTRUCTION AND REIMBURSEMENT FOR
CONSTRUCTING OFF-SITE IMPROVEMENTS
This Agreement for Construction and Reimbursement for Constructing Off-Site
Improvements (“Agreement”) is entered into by and between the City of South San Francisco, a
municipal corporation organized under the laws of the State of California (the "City"), and
Genentech, Inc., a Delaware corporation ("Genentech"), this _____ day of ___________, 202 1
(“Effective Date”), with reference to the facts set forth in the Recitals below.
RECITALS
A.Genentech is currently undertaking a project to construct a new manufacturing facility in
the Genentech Campus (Building B-50) at 680 Forbes Boulevard, South San Francisco.
B.The Project is located in the Genentech Master Plan (GMP) Zoning District and a part of
the improvements envisioned by the Genentech Facilities Ten-Year Master Plan (“Master
Plan”), the 2007 Genentech Corporate Facilities R&D Overlay District Expansion and
Genentech Master Plan Update Master Environmental Impact Report (“2007 MEIR”), the
2012 Supplemental EIR to the 2007 MEIR, (“2012 SMEIR”), and the 2019 B-50
Addendum to the 2012 SMEIR. The 2007 MEIR and the 2012 SMEIR, collectively
referred to hereinafter as the “Master Plan EIRs”, include certain mitigation measures
outlined in a Mitigation Monitoring and Reporting Program (“MMRP”).
C.Specifically, Mitigation Measure TR-2 under the Master Plan EIRs relating to
transportation impacts provide that the Master Plan and the projects envisioned
thereunder would increase total traffic volumes by more than two percent passing through
the East Grand Avenue/Allerton Avenue and the East Grand Avenue/DNA Way
int ersections in South San Francisco, and such impact would be mitigated through the
installation of traffic signals as a part of the City’s East of 101 Transportation
Improvement Program. As the Project would generate impacts to the East of 101 area, it
would be required to pay an East of 101 Traffic Impact Fee contributing to said program,
and a portion of that contribution would be used to fund the traffic signal installation.
D.Similarly, the Project’s conditions of approval, as imposed by the South San Francisco
Planning Commission on November 7, 2019 in connection with the Project’s use permit
and design review entitlements, require: (1) compliance with all applicable mitigation
measures outlined in the MMRP; and (2) payment of applicable East of 101 Traffic
Impact Fees prior to issuance of a building permit.
E.Consistent with the MMRP and its obligation to contribute to the mitigation of traffic
impacts to the East of 101 area pursuant to the Project’s conditions of approval,
Genentech now desires to construct the traffic signals serving the intersections at Allerton
Avenue and East Grand Avenue, and DNA Way and East Grand Avenue , the location
and the plans and specifications of which are described more particularly in Exhibit A
(the "Off-Site Improvements").
EXHIBIT A
Page 2 of 6
F. Genentech agrees to construct the Off-Site Improvements so long as Genentech is
reimbursed for the work either through a credit of unpaid East of 101 Traffic Impact Fee,
a refund of such paid fees and/or a payment from the City’s Traffic Impact Fee Fund in
exchange for the construction of the mitigation measure (“Reimbursement”).
G. The City is agreeable to Genentech constructing the proposed Off-Site Improvements,
subject to Genentech submittal of plans and cost estimates and approval by the City
thereof, and Reimbursement to Genentech following completion by Genentech and
acceptance by City of the improvements, subject to the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the
parties agree as follows:
AGREEMENT
1. Construction and Reimbursement for Off-Site Improvements. The City approves
Genentech's proposed construction of the Off-Site Improvements and agrees to Reimburse
Genentech as follows:
a) As authorized by this Agreement, Genentech agrees to submit plans and
specifications prior to construction of the Off-Site Improvements for approval by
the City Engineer including approval for design. Genentech agrees to construct
the Off -Site Improvements in accordance with the plans and specifications that
have been approved by the City and complete the Off-Site Improvements within
(18) eighteen months of approval of this Agreement . Upon completion of
construction by Genentech, the City shall have the right to inspect and accept the
Off-Site Improvements for compliance with the approved plans and
specifications , which acceptance shall not be unreasonably withheld, as a
condition of Reimbursement.
b) City agrees to issue a Reimbursement to Genentech, within thirty (30) days of the
City's receipt of substantiating documentation from Genentech and reasonable
approval by the City of the completion thereof, the actual reasonable cost of
completing the Off-Site Improvements based on the cost estimates previously
approved by the City (the “Reimbursement Amount”). The Reimbursement
Amount is estimated to be approximately $3,591,963. Summary of the costs are
shown on the table below:
Design Cost $338,240
Construction Cost $2,957,930
Construction Contingency (10%) $295,793
Reimbursement Amount $3,591,963
c) If City property is destroyed or damaged by reasons of Genentech’s construction
of the Off-Site Improvements as authorized by this Agreement, Genentech shall
repair, replace, or pay for the repair or replacement, of such destroyed or damaged
Page 3 of 6
property at its sole cost and expense.
2. Hold Harmless and Indemnification. To the fullest extent permitted by law, Genentech
agrees to indemnify, defend (with counsel reasonably acceptable to the City), and hold
harmless the City of South San Francisco and its elected and appointed officers, employees,
agents, contractors and consultants (collectively, the “City Indemnitees”) from and against
any and all third party liability, loss, damage, claims, expenses and costs (including, without
limitation, attorneys’ fees and costs of litigation) (collectively, “Liability”) of every nature
to the extent arising out of or in connection with the activities performed by or on behalf of
Genentech as authorized by this Agreement, except such Liability caused by the negligence
or willful misconduct of the City Indemnitees.
3. No Relief of Other Obligations . This Agreement does not relieve Genentech from
complying with all generally applicable laws and regulations in the performance of this
Agreement and constructing the improvements.
4. Insurance . Genentech shall maintain, or ensure that its contractors or subcontractors
maintain, during the life of this Agreement the following policies of insurance:
a) Worker’s Compensation and Employers’ Liability Insurance in the statutory
coverage.
b) Commercial General Liability Insurance: In an amount not less than ONE
MILLION DOLLARS ($1,000,000) for injuries including, but not limited to,
death to any one person and subject to the same limit for each person; in an
amount not less than TWO MILLION DOLLARS ($2,000,000) combined single
limit per occurrence for bodily injury, personal injury and property damage.
c) Automobile Liability (Code 1) Insurance: In an amount not less than ONE
MILLION DOLLARS ($1,000,000) combined single limit per accident for bodily
injury and property damage.
d) It is agreed that the insurance required hereunder shall be in an aggregate amount
of not less than Two Million Dollars ($2,000,000) and shall be extended to
include as additional insureds the City of South San Francisco, its officials ,
employees and agents, with respect to operations performed by Genentech as
described herein. Evidence of the insurance described above shall be provided to
City upon execution of this Agreement.
5. Default. In the event of default by Genentech hereunder, the costs and expenses of City
for which Genentech shall be liable shall include but not be limited to the City’s costs of suit
and reasonable attorney’s fees.
6. Independent Contractor. Genentech is an independent contractor and nothing contained
in this Agreement shall be construed as creating an employer/employee or principal/agent
relationship between City and Genentech.
Page 4 of 6
7. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of
this Agreement shall continue to be in full force and effect.
8. Term. This Agreement is effective upon execution unless otherwise modified in writing by
mutual agreement of the parties.
9. Execution in Counterparts. This Agreement may be executed in counterparts and/or by
facsimile or other electronic means, and when each party has signed and delivered at least
one such counterpart, each counterpart shall be deemed an original, and, when taken
together with other signed counterpart, shall constitute one Agreement, which shall be
binding upon and effective as to all parties.
10. Entire Agreement . This Agreement represents the entire and integrated agreement
between the parties. This Agreement may be modified or amended only by a subsequent
written agreement signed by both p arties.
11. Knowing and Voluntary Execution. Both parties to this Agreement have had the
opportunity to be advised by and to have this Agreement reviewed by legal counsel of their
choosing.
[SIGNATURE PAGE FOLLOWS]
Page 5 of 6
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
written above.
CITY OF SOUTH SAN FRANCISCO
By: __________________________
Mike Futrell, City Manager
Attest:
__________________________
City Clerk
Approved as to form:
__________________________
City Attorney
GENENTECH, INC.,
a Delaware corporation
By: _______________________
Name: ________________________
Title: _________________________
Page 6 of 6
Exhibit A
(Description of Off-Site Improvements and Plans and Specifications)
The off -site improvements along East Grand Avenue between Allerton Avenue and DNA Way
include installation of traffic signals at both the East Grand Avenue/Allerton Avenue and East
Grand Avenue/DNA Way intersections, which was recommended in the City’s Traffic Study of
the East of 101 Area. The signals will improve the traffic circulation and congestion in this
corridor. Other off-site improvements include complete streets improvements for pedestrians and
bicyclists such as high-visibility crosswalks, ADA curb ramps, median refuge islands and
dedicated bike lanes as well as medians improvements.
[Plans and Specifications to be attached]
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:21-156 Agenda Date:5/12/2021
Version:1 Item #:8.
Report regarding a resolution adopting a proposed list of projects for fiscal year 2021-22 funded by SB1:The
Road Repair and Accountability Act of 2017.(Bianca Liu, Senior Engineer)
RECOMMENDATION
It is recommended that the City Council adopt a resolution adopting a proposed list of projects for fiscal
year 2021-22 funded by SB1: The Road Repair and Accountability Act of 2017.
BACKGROUND/DISCUSSION
Senate Bill 1 (SB 1),the Road Repair and Accountability Act of 2017 (Chapter 5,Statutes of 2017),was passed
by the Legislature and Signed into law by the Governor in April 2017 to address the significant multi-modal
transportation funding shortfalls statewide.
Regulations contained within SB 1 require the City to submit to the California Transportation Commission an
adopted list of projects proposed to use funds from the Road Maintenance and Rehabilitation Account
(RMRA),created by SB 1.This year’s list must be adopted by July 1,2021.All projects proposed to receive
the fiscal year funding must be adopted by resolution and include the description,the location of each proposed
project, a proposed schedule for the project’s completion, and the estimated useful life of the improvement.
This is the fifth year in which the City is receiving SB 1 funding,which will enable the City to continue
essential road maintenance and rehabilitation projects,safety improvements,repairing and replacing aging
bridges,and increasing access and mobility options for the traveling public that would not have otherwise been
possible without SB 1.The City is expected to receive $1,311,019 in RMRA funding in fiscal year (FY)2021-
22 from SB 1.
The SB 1 projects listed for FY 21-22 are part of the City’s current Capital Improvement Program which
highlights the City’s needed improvements and priority for implementation.This year’s funding from SB 1 will
help the City maintain and rehabilitate roads,and add active transportation infrastructure throughout the City.
By adopting the proposed list of projects,we are not committing to a specific dollar allocation for each project.
The overall project list is expansive,but this will give the City flexibility in determining how to best allocate
the funds for the City’s FY 21-22 Capital Improvement Program Budget.City staff is currently working on the
FY 21-22 Capital Improvement Program Budget and plan to present the details to City Council at a future
meeting.
The following project is an existing City project but a newly listed project to receive SB 1 funds as a funding
source.This project will be listed to be in-part or solely funded with fiscal year 2021-22 Road Maintenance and
Rehabilitation Account revenues:
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File #:21-156 Agenda Date:5/12/2021
Version:1 Item #:8.
South Linden Ave and Scott St Grade Separation Project (st1004)
Project Description:This project will consist of a roadway and pedestrian grade separation of the
Caltrain commuter railroad.Useful life elements include:ADA curb ramps,traffic signal
modifications, pedestrian improvements, roadway grade separation, and pedestrian grade separation.
Project Location:South Linden Avenue and Scott Street
Estimated Project Schedule:Pre-Construction 04/2016 - 04/2028
Estimated Project Useful Life: 50 to 100 years
2020 Pavement Rehabilitation Project (st2104)
Project Description:This project will consist of approximately 2.25 centerline miles of local street
rehabilitation consisting of pavement base failure repairs;cold mill of pavement surface and placement
of Hot Mix Asphalt (HMA)overlay (various depths);addition of ADA compliant curb ramps;replacing
failed concrete curb &gutter;replacing and adding new HMA speed cushions for traffic calming;and
replacing all existing striping and pavement markings.Useful life elements include:concrete repairs,
ADA curb ramps, pavement repairs and pavement surface mill and overlay.
Project Location:The project will cover streets in the following neighborhoods:Avalon,Baden,Buri-
Buri,Brentwood,Paradise Valley,Serra Highlands,and Sunshine Gardens neighborhoods.City streets
included in this pavement rehabilitation project include sections of:Alta Mesa Drive,Ash Avenue,
Camaritas Avenue,Cuesta Drive,Escanyo Drive,Hazelwood Drive,Northwood Drive,Southwood
Center, Emerald Court, Forestview Drive, Iris Court, and Sunnyside Drive.
Estimated Project Schedule: Construction 04/2021 - 08/2021
Estimated Project Useful Life: 5 to 25 years
2021 Pavement Rehabilitation Project (st2106)
Project Description:This project will consist of approximately 1.28 centerline miles of local street
resurfacing and approximately 1.31 centerline miles of local street rehabilitation consisting of pavement
base failure repairs;crack seal with asphalt rubberized cape seal;cold mill of pavement surface and
placement of Rubberized Hot Mix Asphalt (RHMA)overlay (various depths);addition of ADA
compliant curb ramps;replacing failed concrete curb &gutter;replacing failed concrete valley gutter;
replacing damaged storm and sewer manhole frame and covers;replacing HMA speed cushions for
traffic calming;and replacing all existing striping and pavement markings.Useful life elements
include:concrete repairs,ADA curb ramps,pavement repairs,rubberized cape seal surface treatment
and RHMA pavement surface mill and overlay.
Project Location:The project will cover streets in the following neighborhoods:Downtown and Old
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File #:21-156 Agenda Date:5/12/2021
Version:1 Item #:8.
Project Location:The project will cover streets in the following neighborhoods:Downtown and Old
Downtown neighborhoods.City streets included in this pavement rehabilitation project include sections
of:First Lane,Second Lane,Third Lane,Fourth Lane,Magnolia Avenue,Maple Avenue,Orange
Avenue, Pine Terrace and Railroad Avenue.
Estimated Project Schedule: Pre-Construction 04/2021 - 06/2021, Construction 06/2021 - 10/2021
Estimated Project Useful Life: 5 to 25 years
2022 West of 101 Pavement Rehabilitation Project (st2107)
Project Description:This project will consist of approximately 14.7 centerline miles of local street
rehabilitation consisting of pavement base failure repairs,cold mill of pavement surface and placement
of Hot Mix Asphalt (HMA)overlay (various depths),addition of ADA compliant curb ramps,replacing
failed concrete curb &gutter,replacing damaged storm and sewer manhole frame and covers,replacing
HMA speed cushions for traffic calming,and replacing all existing striping and pavement markings.
Useful life elements include:concrete repairs,ADA curb ramps,pavement repairs and HMA pavement
surface mill and overlay.
Project Location:The project will cover streets in majority of neighborhoods West of 101.City streets
tentatively included in this pavement rehabilitation project include sections of:Second Lane,Airport
Boulevard,Avalon Drive,Bourbon Court,Browning Way,C Street,Callan Boulevard,Canal Street,
Carter Drive,Chestnut Avenue,Dollar Avenue,Duhallow Way,El Cortez Avenue,Elm Court,Erin
Place,Gellert Boulevard,Hickey Boulevard,Junipero Serra Boulevard,Keats Avenue,Linden Avenue,
Memorial Drive,Myrtle Avenue,Park Way,Produce Avenue,Radburn Drive,Ridge Court,Ridgeview
Court,Ryan Way,San Mateo Avenue,Shaw Road,Spruce Avenue,Stonegate Drive,Tamarack Lane,
Tanforan Avenue, Victory Avenue, Vista Court, and Westborough Boulevard.
Estimated Project Schedule: Pre-Construction 04/2021- 02/2022, Construction 03/2022 - 10/2022
Estimated Project Useful Life: 5 to 25 years
The following are previously listed projects that may utilize fiscal year 2021-22 Road Maintenance and
Rehabilitation Account revenues in their delivery.With the relisting of these projects in the adopted fiscal year
resolution,the City is reaffirming to the public and the State our intent to fund these projects with Road
Maintenance and Rehabilitation Account revenues:
Grand Boulevard Project Phase 3 (Arroyo Drive to Kaiser Way) (st1807)
Project Description:This project will improve El Camino Real between Arroyo Drive and Kaiser
Way by installing enhanced pedestrian crossings,with corner curb bulbouts and median refuges,
expanded bus stop/waiting areas,and a new landscaped median.Useful life elements include
enhanced pedestrian crossings,with corner curb bulbouts and median refuges,expanded bus stop/
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waiting areas, and a new landscaped median.
Project Location:El Camino Real between Arroyo Drive and Kaiser Way
Estimated Project Schedule:Pre-Construction 07/2017-12/2021, Construction 01/2022-11/2022
Estimated Project Useful Life:10 to 30 years
The SB 1 project list,and overall investment in our local streets and roads infrastructure with a focus on basic
maintenance and safety;investing in complete streets infrastructure;and using cutting-edge technology,
materials and practices; will have significant positive co-benefits statewide.
FISCAL IMPACT
The FY 2021-22 Capital Improvement Program will appropriate RMRA funds to the listed projects.City staff
is currently working on the City’s FY 2021-22 Capital Improvement Program which will include project budget
details.The draft FY 2021-22 Capital Improvement Program will be presented to City Council at a future
meeting.
RELATIONSHIP TO STRATEGIC PLAN
Approval of this action will contribute to the City’s Strategic Plan outcome of improved Quality of Life by
contributing funds to roadway improvement projects.
CONCLUSION
Approving the list of projects for RMRA funds will ensure that the City meets the deadline to submit the
proposed list of funded by RMRA to the California Transportation Commission by July 1, 2021.
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SOUTH SAN FRANCISCO
SB 1
ADOPTING A PROJECT LIST FY 21/22
MAY 12, 2021
1
SB 1 FY21/22
BACKGROUND AND REPORTING
2
On April 28, 2017 the Governor signed Senate Bill (SB) 1, which is
known as the Road Repair and Accountability Act of 2017.
Types of Projects that can be Funded
•Road maintenance and rehabilitation.
•Safety projects.
•Railroad grade separations.
•Complete streets
•Traffic control devices.
City Requirements:
•Develop and submit an adopted list of projects to the
Commission each fiscal year to receive funding eligibility
•Develop and submit an expenditure report to the Commission
each fiscal year
SB 1 FY21/22
SOUTH SAN FRANCISCO FY 21/22
3
Funding Amount
$1.3M
Purpose
Adopt a list of projects that are eligible to receive some portion of SB1 funding
The proposed list of projects only identify those that the City intends to utilize the
upcoming FY’s Apportionment. This action does not commit a specific amount of
funding to any one project.
Key Notes
•Each listed project MUST be specific to the upcoming Fiscal Year RMRA funds.
•Adoption of this list MUST NOT be a part of another budgetary action or
project adoption.
•Specific project funding allocations will occur as part of the City’s CIP
process (Future Action)
SB 1 FY21/22
4
PROPOSED PROJECT LIST
4
Proposed Projects:
South Linden Ave and Scott St Grade Separation Project (st1004)
2020 Pavement Rehabilitation Project (st2104)
2021 Pavement Rehabilitation Project (st2106)
2022 West of 101 Pavement Rehabilitation Project (st2107)
Grand Boulevard Project Phase 3 (Arroyo Drive to Kaiser Way) (st1807)
SB 1 FY21/22
5
Questions?
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:21-157 Agenda Date:5/12/2021
Version:1 Item #:8a.
Resolution adopting a proposed list of projects for fiscal year 2021-22 funded by SB1:The Road Repair and
Accountability Act of 2017.
WHEREAS,Senate Bill 1 (SB 1),the Road Repair and Accountability Act of 2017 (Chapter 5,Statutes of
2017)was passed by the Legislature and signed into law by the Governor in April 2017 to address the
significant multi-modal transportation funding shortfalls statewide; and
WHEREAS,SB 1 includes accountability and transparency provisions that will ensure the residents of our City
are aware of the projects proposed for funding in our community and which projects have been completed each
fiscal year; and
WHEREAS,the City of South San Francisco must adopt by resolution a list of projects proposed to receive
fiscal year funding from the Road Maintenance and Rehabilitation Account (RMRA),created by SB 1,which
must include a description and the location of each proposed project,a proposed schedule for the project’s
completion, and the estimated useful life of the improvement; and
WHEREAS,the City will receive an estimated $1,311,019 in RMRA funding in fiscal year 2021-22 from SB 1;
and
WHEREAS,this is the fifth year in which the City is receiving SB 1 funding and will enable the City to
continue essential road maintenance and rehabilitation projects,safety improvements,repairing and replacing
aging bridges,and increasing access and mobility options for the traveling public that would not have otherwise
been possible without SB 1; and
WHEREAS,the City has undergone a robust review process to ensure public input into our community’s
transportation priorities.The project list is a result of collaboration among various departments summarizing
the needed improvements and the priority of implementation of these projects; and
WHEREAS,the City used a Pavement Management System to determine the City’s pavement rehabilitation
projects included as part of the SB 1 project list to ensure revenues are being used on the most high-priority and
cost-effective projects that also meet the community’s priorities for transportation investment; and
WHEREAS,the funding from SB 1 will help the City maintain and rehabilitate roads,and add active
transportation infrastructure throughout the City; and
WHEREAS,the 2018 California Statewide Local Streets and Roads Needs Assessment found that the City’s
streets and roads are in an “good”condition and this revenue will help us increase the overall quality of our
road system and over the next decade will bring our streets and roads into a “excellent” condition; and
WHEREAS,the SB 1 project list and overall investment in our local streets and roads infrastructure with a
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WHEREAS,the SB 1 project list and overall investment in our local streets and roads infrastructure with a
focus on basic maintenance and safety,investing in complete streets infrastructure,and using cutting-edge
technology, materials and practices, will have significant positive co-benefits statewide.
NOW, THEREFORE, BE IT RESOLVED, by the City of South San Francisco, State of California, as follows:
1.The foregoing recitals are true and correct.
2.The following list of newly proposed projects will be funded in-part or solely with fiscal year
2021-22 Road Maintenance and Rehabilitation Account revenues:
South Linden Ave and Scott St Grade Separation Project (st1004)
Project Description:This project will consist of a roadway and pedestrian grade separation of the
Caltrain commuter railroad.Useful life elements include:ADA curb ramps,traffic signal
modifications, pedestrian improvements, roadway grade separation, and pedestrian grade separation.
Project Location:South Linden Avenue and Scott Street
Estimated Project Schedule:Pre-Construction 04/2016 - 04/2028
Estimated Project Useful Life: 50 to 100 years
2020 Pavement Rehabilitation Project (st2104)
Project Description:This project will consist of approximately 2.25 centerline miles of local street
rehabilitation consisting of pavement base failure repairs;cold mill of pavement surface and placement
of Hot Mix Asphalt (HMA)overlay (various depths);addition of ADA compliant curb ramps;replacing
failed concrete curb &gutter;replacing and adding new HMA speed cushions for traffic calming;and
replacing all existing striping and pavement markings.Useful life elements include:concrete repairs,
ADA curb ramps, pavement repairs and pavement surface mill and overlay.
Project Location:The project will cover streets in the following neighborhoods:Avalon,Baden,Buri-
Buri,Brentwood,Paradise Valley,Serra Highlands,and Sunshine Gardens neighborhoods.City streets
included in this pavement rehabilitation project include sections of:Alta Mesa Drive,Ash Avenue,
Camaritas Avenue,Cuesta Drive,Escanyo Drive,Hazelwood Drive,Northwood Drive,Southwood
Center, Emerald Court, Forestview Drive, Iris Court, and Sunnyside Drive.
Estimated Project Schedule: Construction 04/2021 - 08/2021
Estimated Project Useful Life: 5 to 25 years
2021 Pavement Rehabilitation Project (st2106)
Project Description:This project will consist of approximately 1.28 centerline miles of local street
resurfacing and approximately 1.31 centerline miles of local street rehabilitation consisting of pavement
base failure repairs;crack seal with asphalt rubberized cape seal;cold mill of pavement surface and
placement of Rubberized Hot Mix Asphalt (RHMA)overlay (various depths);addition of ADA
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placement of Rubberized Hot Mix Asphalt (RHMA)overlay (various depths);addition of ADA
compliant curb ramps;replacing failed concrete curb &gutter;replacing failed concrete valley gutter;
replacing damaged storm and sewer manhole frame and covers;replacing HMA speed cushions for
traffic calming,and replacing all existing striping and pavement markings.Useful life elements
include:concrete repairs,ADA curb ramps,pavement repairs,rubberized cape seal surface treatment
and RHMA pavement surface mill and overlay.
Project Location:The project will cover streets in the following neighborhoods:Downtown and Old
Downtown neighborhoods.City streets included in this pavement rehabilitation project include sections
of:First Lane,Second Lane,Third Lane,Fourth Lane,Magnolia Avenue,Maple Avenue,Orange
Avenue, Pine Terrace and Railroad Avenue.
Estimated Project Schedule: Pre-Construction 04/2021 - 06/2021, Construction 06/2021 - 10/2021
Estimated Project Useful Life: 5 to 25 years
2022 West of 101 Pavement Rehabilitation Project (st2107)
Project Description:This project will consist of approximately 14.7 centerline miles of local street
rehabilitation consisting of pavement base failure repairs;cold mill of pavement surface and placement
of Hot Mix Asphalt (HMA)overlay (various depths);addition of ADA compliant curb ramps;replacing
failed concrete curb &gutter;replacing damaged storm and sewer manhole frame and covers;replacing
HMA speed cushions for traffic calming;and replacing all existing striping and pavement markings.
Useful life elements include:concrete repairs,ADA curb ramps,pavement repairs and HMA pavement
surface mill and overlay.
Project Location:The project will cover streets in majority of neighborhoods West of 101.City streets
tentatively included in this pavement rehabilitation project include sections of:Second Lane,Airport
Boulevard,Avalon Drive,Bourbon Court,Browning Way,C Street,Callan Boulevard,Canal Street,
Carter Drive,Chestnut Avenue,Dollar Avenue,Duhallow Way,El Cortez Avenue,Elm Court,Erin
Place,Gellert Boulevard,Hickey Boulevard,Junipero Serra Boulevard,Keats Avenue,Linden Avenue,
Memorial Drive,Myrtle Avenue,Park Way,Produce Avenue,Radburn Drive,Ridge Court,Ridgeview
Court,Ryan Way,San Mateo Avenue,Shaw Road,Spruce Avenue,Stonegate Drive,Tamarack Lane,
Tanforan Avenue, Victory Avenue, Vista Court, and Westborough Boulevard.
Estimated Project Schedule: Pre-Construction 04/2021- 02/2022, Construction 03/2022 - 10/2022
Estimated Project Useful Life: 5 to 25 years
3.The following previously proposed and adopted projects may also utilize Fiscal Year 2021-22 Road
Maintenance and Rehabilitation Account revenues in their delivery.With the relisting of these projects
in the adopted fiscal year resolution,the City is reaffirming to the public and the State our intent to fund
these projects with Road Maintenance and Rehabilitation Account revenues:
Grand Boulevard Project Phase 3 (Arroyo Drive to Kaiser Way) (st1807)
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Project Description:This project will improve El Camino Real between Arroyo Drive and Kaiser Way
by installing enhanced pedestrian crossings,with corner curb bulbouts and median refuges,expanded
bus stop/waiting areas,and a new landscaped median.Useful life elements include enhanced pedestrian
crossings,with corner curb bulbouts and median refuges,expanded bus stop/waiting areas,and a new
landscaped median.
Project Location:El Camino Real between Arroyo Drive and Kaiser Way
Estimated Project Schedule:Pre-Construction 07/2017-12/2021, Construction 01/2022-11/2022
Estimated Project Useful Life:10 to 30 years
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:21-341 Agenda Date:5/12/2021
Version:1 Item #:9.
Report regarding a resolution approving budget amendment 21.050 to appropriate $346,500 in funds from the
Infrastructure Reserve fund and $103,500 from the Public Safety Impact Fee Fund into the Vehicle Replacement Fund
and amending the Vehicle Replacement Fund in the amount of $450,000 for construction and purchase of an advance life
support ambulance in the amount of $394,965 and the purchase of associated tools and equipment in the amount of
$55,035;and approving and authorizing the City Manager to enter into a purchase agreement with Red Sky Emergency
Vehicles for the construction and purchase of an advanced life support ambulance. (Richard Walls, EMS Chief)
RECOMMENDATION
It is recommended that the City Council adopt a resolution approving budget amendment 21.050 to appropriate
$346,500 in funds from the Infrastructure Reserve fund and $103,500 from the Public Safety Impact Fee Fund into
the Vehicle Replacement Fund and amending the Vehicle Replacement Fund in the amount of $450,000 for
construction and purchase of an advance life support ambulance in the amount of $394,965 and the purchase of
associated tools and equipment in the amount of $55,035;and approving and authorizing the City Manager to
enter into a purchase agreement with Red Sky Emergency Vehicles for the construction and purchase of an
advanced life support ambulance.
BACKGROUND/DISCUSSION
The Fire Department recommends the purchase of a Braun Super Chief Medium-Duty,International MV607 ambulance,
constructed by Red Sky Emergency Vehicles (Red Sky).This request is in accordance with the 2019-2021 Biennial
Operating Budget approving $385,000 in funding for FY 2020-2021 for the purchase of a new Fire Department Advance
Life Support (ALS) ambulance.
The South San Francisco Fire Department (SSFFD)provides ALS ambulance transport in the City of South San
Francisco.This is accomplished using two ALS ambulances each staffed with two paramedic/firefighters centrally
located in the City at stations 61 and 63.These two ambulances respond into all five fire station districts.Nearly 70
percent of all Fire Department emergency responses are medical in nature and the ambulances respond to approximately
5,000 calls annually.
The ambulance fleet consist of two front-line ambulances and one reserve.One ambulance was purchased in 2016 and the
other two were purchased in 2011.The vehicle replacement schedule calls for a nine-year life cycle with one ambulance
purchased every three years.This replacement cycle allows for a six year front-line life and three years in reserve.To
align the replacement cycle with the age of our vehicles the initial plan was to purchase an ALS ambulance in 2019 and
then a second in 2022.In 2019 the ambulance purchase was deferred leaving two vehicles of equal age and wear to
alternate between frontline and reserve status.
When SSFFD made its most recent ambulance purchase in 2016,staff encountered significant delays and customer
service issues with the ambulance vendor the City had used for the past few purchases.SSFFD staff reached out to the
manufacturer to see if there were alternatives to the local vendor,but there were none.Staff then decided to explore other
ambulance build manufacturers and vendors,evaluating the next three most prominent ambulance builders;Braun,Braun
Northwest, and Demers.
While considering which vehicle and ambulance box build out would be most appropriate for our fleet,SSFFD staff
conferred with the Corporation Yard staff for feedback on drivetrain and chassis.Corporation Yard staff suggested that
SSFFD select an International chassis with Allison transmission for ease of repair.The International chassis allows for
easier access to engine components during repair than the competitors and has a power plant of sufficient strength to
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easier access to engine components during repair than the competitors and has a power plant of sufficient strength to
propel the medium duty ambulance up South San Francisco hills, streets and roads without loss of speed or driving power.
Because SSFFD staffs exclusively dual-role Paramedic Firefighters on our Advance Life Support (ALS)ambulances,
finding appropriate storage capacity is also a concern.Along with the County required EMS equipment stored on a
standard ambulance,SSFFD personnel also have personal protective gear and firefighting equipment that they must carry
to be prepared for non-EMS emergencies.Firefighter turnout coats,pants,boots and helmet,self-contained breathing
apparatus for each employee,thermal imagers,flashlights,box lights,axes and a Halligan pry are examples of a portion
of the additional equipment carried on our ambulances.SSFFD has also chosen to carry more than the minimum County
required ambulance equipment list to better serve our community.An example is a device known as a “stair chair”,used
for homes and buildings with steep but narrow stairways to more easily and comfortably help those who cannot walk out
of a building on their own.These vital tools and devices require a large amount of storage and are not standard equipment
on other ambulances in the County.This need for additional storage area,associated weight of equipment and longevity
of the apparatus are the driving factors for staff during the review of specifications of available vehicles and ambulance
box builds when considering the purchase.
Additional considerations for staff when reviewing ambulance chassis and manufacturer build are wheelbase,turning
radius and clearance.South San Francisco has a large network of tight turns and sharp inclines throughout our city.Fire
Station 61,where one of the ambulances is housed,has a steep departure angle to exit.Not all medium-duty ambulance
builds can negotiate these challenges.SSFFD staff measured the current wheelbase,turning radius and lower clearance
limits of our current fleet and compared that to the specifications of ambulances that were available on the market.
After considering all of the influencing factors,staff selected the International MV607 model drivetrain with the Braun
Super Chief ambulance body as the most appropriate ambulance.The Braun Super Chief is the same model of ambulance
used by Boston EMS,Nashville Fire and EMS,City of New Orleans EMS,Duke University EMS,and Tampa Fire and
Rescue to name a few organizations.SSFFD staff believes that this Braun ambulance build on the International chassis
will serve the needs of our community best and will be an improvement over our historical vendor for ambulances.
SSFFD plans on purchasing this ambulance through the HGAC-Buy (HGAC),which is the Houston-Galveston Area
Council.HGAC is a Cooperative Purchasing Program which assists local governments in reducing costs through
government-to-government procurement services.It is a program that is available to local government entities and
qualifying non-profit corporations.As a unit of local government,it assists other local governments with procurement
processes by establishing competitively priced contracts for goods and services.HGAC follows bid and purchasing
guidelines that align with the City of South San Francisco Municipal Code §4.04.080,Open market procedures for
purchases and sales exclusive of public projects,and all of its contracts have been awarded by public competitive
procurement processes compliant with state statutes.
The South San Francisco Municipal Code §4.04.040,Agreements with other governmental agencies,authorizes contracts
with any governmental agency to purchase or contract for specified supplies,services or equipment as long as their
procedures are in conformance with state law.The City of South San Francisco has had a contract with HGAC since 2013
to make purchases for all types of large equipment (Attached).Red Sky has a contract with HGAC guaranteeing to honor
the awarded bid price of the Braun Super Chief Medium-Duty,International MV607 ambulance to anyone who purchases
through HGAC.HGAC has reviewed Red Sky’s bid proposal and completed a price verification of the contracted bid
pricing.The Red Sky purchase agreement is attached to the accompanying resolution and staff recommends the Council
approve that contract.
FISCAL IMPACT
On June 26,2019,the City Council adopted the 2019-21 Biennial Operating Budget,approving the budget for the
Equipment Replacement Fund.Under that budget adoption,the plan was that during the FY2019-21 budget cycle,the
Equipment Replace Fund would allow for the purchase of a new ambulance.Estimated to be a total of $385,000,the plan
had been to fund the replacement of vehicle 516,a 2011 Durastar International Ambulance in FY2020-21.The $385,000
amount included the purchase of technology,tools and hardware to allow the ambulance to respond to calls.Since the
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amount included the purchase of technology,tools and hardware to allow the ambulance to respond to calls.Since the
FY2019-21 budget adoption,the cost of the chassis,materials and equipment have increased significantly bringing the
cost of the proposed agreement with Red Sky to $394,965.This agreement does not fully fund all of the equipment,
radios and technology to be able to place the ambulance in service.Staff recommends that funds in the Public Safety
Impact Fee (PSIF)funds be utilized to augment the total Equipment Replacement budget.Through budget amendment
21.050,PSIF can provide 23%of the full cost,an estimated $103,500 for the purchase of the ambulance and necessary
items, allowing the vehicle to be available for emergency response upon completion.
RELATIONSHIP TO STRATEGIC PLAN
This request is in alignment with Priority 4.2.11,Public Safety:Support reliability of fire fleet through scheduled
apparatus replacement.
CONCLUSION
It is recommended that the City Council adopt a resolution approving budget amendment 21.050 to appropriate $346,500
in funds from the Infrastructure Reserve fund and $103,500 from the Public Safety Impact Fee Fund into the Vehicle
Replacement Fund and amending the Vehicle Replacement Fund in the amount of $450,000 for construction and purchase
of an advance life support ambulance in the amount of $394,965 and the purchase of associated tools and equipment in
the amount of $55,035;and approving and authorizing the City Manager to enter into a purchase agreement with Red Sky
Emergency Vehicles for the construction and purchase of an advanced life support ambulance.
Attachment:HGAC contract
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:21-344 Agenda Date:5/12/2021
Version:1 Item #:9a.
Resolution approving budget amendment 21.050 to appropriate $346,500 in funds from the Infrastructure
Reserve fund and $103,500 from the Public Safety Impact Fee Fund into the Vehicle Replacement Fund and
amending the Vehicle Replacement Fund in the amount of $450,000 for construction and purchase of an
advance life support ambulance in the amount of $394,965 and the purchase of associated tools and equipment
in the amount of $55,035; and approving and authorizing the City Manager to enter into a purchase agreement
with Red Sky Emergency Vehicles for the construction and purchase of an advanced life support ambulance.
WHEREAS,The South San Francisco Fire Department (SSFFD)recommends the purchase of a Braun Super
Chief Medium-Duty,International MV607 ambulance,constructed by Red Sky Emergency Vehicles (Red Sky)
that has exceeded its scheduled replacement timeline; and
WHEREAS,SSFFD provides ALS ambulance transport in the City of South San Francisco by using two ALS
ambulances each staffed with two paramedics/firefighters centrally located in the City at stations 61 and 63.
These two ambulances respond into all five fire station districts.Nearly 70 percent of all Fire Department
emergency responses are medical in nature and the ambulances respond to approximately 5,000 calls annually;
and
WHEREAS,the ambulance fleet consists of two front-line ambulances and one reserve.One ambulance was
purchased in 2016 and the other two were purchased in 2011.The vehicle replacement schedule calls for a nine
-year life cycle with one ambulance purchased every three years;however,the 2019 replacement was deferred
leaving only two vehicles to alternate when a frontline vehicle was out of service; and
WHEREAS,SSFFD staffs exclusively dual-role Paramedic Firefighters on our Advance Life Support (ALS)
ambulances,making it difficult to find appropriate storage capacity for County required equipment,personal
protective gear and firefighting equipment, and other equipment that better serve the community; and
WHEREAS,SSFD staff considered the need for additional storage area,associated weight of materials and
equipment,longevity of the apparatus,ambulance chassis and manufacturer build are wheelbase,turning radius
and clearance during the review of specifications of the available vehicles and ambulance builds; and
WHEREAS,after considering all of the influencing factors,staff selected the International MV607
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WHEREAS,after considering all of the influencing factors,staff selected the International MV607
model drivetrain with the Braun Super Chief ambulance body as the most appropriate ambulance; and
WHEREAS,SSFFD plans on purchasing this ambulance through the HGAC-Buy (HGAC),which is the
Houston-Galveston Area Council.HGAC is a Cooperative Purchasing Program which assists local
governments in reducing costs through government-to-government procurement services.It is a program that is
available to local government entities and qualifying non-profit corporations.As a unit of local government,it
assists other local governments with procurement processes by establishing competitively priced contracts for
goods and services; and
WHEREAS,HGAC follows bid and purchasing guidelines that align with the City of South San Francisco
Municipal Code §4.04.080,Open market procedures for purchases and sales exclusive of public projects,and
all of its contracts have been awarded by public competitive procurement processes compliant with state
statutes; and
WHEREAS,South San Francisco Municipal Code §4.04.040,Agreements with other governmental agencies,
authorizes contracts with any other governmental agency to purchase or contract for specified supplies,services
or equipment as long as their procedures are in conformance with state law;
WHEREAS,the City of South San Francisco has had a contract with HGAC since 2013 to make purchases for
all types of large equipment,and through HGAC it has identified Red Sky with whom it will contract to
purchase the Braun Super Chief Medium-Duty, International MV607 ambulance; and
WHEREAS,Red Sky has a contract with HGAC guaranteeing to honor the awarded bid price of the Braun
Super Chief Medium-Duty,International MV607 ambulance to anyone who purchases through HGAC,and
HGAC has reviewed Red Sky’s bid proposal and completed a price verification of the contracted bid pricing;
and
WHEREAS,on June 26,2019 the City Council adopted of the 2019-21 Biennial Operating Budget,funding the
Equipment Replacement budget to allow for purchase of a new ambulance.A total of $385,000.00 was
approved in the amendment to the FY 2020-2021 Budget for the replacement of vehicle 516; and
WHEREAS,budget amendment 21.050 appropriates $346,500 in funds from the Infrastructure Reserve fund
and $103,500 from the Public Safety Impact Fee Fund into the Vehicle Replacement Fund and amends the
Vehicle Replacement Fund in the amount of $450,000 for construction and purchase of an advance life support
ambulance in the amount of $394,965 and the purchase of associated tools and equipment in the amount of
$55,035.
NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco does hereby
take the following actions:
1.Approves the purchase of an advanced life support ambulance in the amount of $394,965 and related
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1.Approves the purchase of an advanced life support ambulance in the amount of $394,965 and related
equipment in the amount of $55,035.
2.Approves a purchase agreement with Red Sky Emergency Vehicles for the construction and purchase of
an advanced life support ambulance, attached hereto and incorporated herein as Exhibit A.
3.Authorizes the City Manager to execute the purchase agreement in substantially the same form as
Exhibit A, subject to approval as to form by the City Attorney.
4.Approves budget amendment budget amendment 21.050 to appropriate $346,500 in funds from the
Infrastructure Reserve fund and $103,500 from the Public Safety Impact Fee Fund into the Vehicle
Replacement Fund and amending the Vehicle Replacement Fund in the amount of $450,000 for
construction and purchase of an ambulance.
5.Authorizes the City Manager to take any other action consistent with carrying out the intent of this
resolution.
*****
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[Rev:11/14/2016]
PURCHASE AGREEMENT BETWEEN THE
CITY OF SOUTH SAN FRANCISCO AND [RED SKY EMERGENCY VEHICLES]
These terms and conditions govern the purchase of materials, supplies, and/or equipment, including any related installation,
training, and/or minor services and repairs described in this Purchase Agreement (“Purchase Agreement”) by RED SKY
EMERGENCY VEHICLES (“Vendor”) for the City of South San Francisco (“City”). Vendor and City are collectively
referred to in this Purchase Agreement as “the Parties.” If the Vendor selects subcontractors to execute a portion the terms
of this Purchase Agreement, that subcontractor is an agent of the Vendor, and is hereby included by reference as “the
Vendor.”
1.Time of Performance. This Purchase Agreement shall commence effective _______ 2021 and shall end when Vendor
has provided to the City the Products and Services described in this Purchase Agreement, and in Exhibit A (“Products”
and/or “Services”). The equipment and products listed in Exhibit A must be delivered by MAY 5, 2022. The
installation and other services set forth in Exhibit A must be completed by JUNE 5, 2022. In the event that any of the
terms of Exhibit A conflict with this Purchase Agreement, the terms of the Purchase Agreement shall prevail.
2.Description of Goods. Vendor shall perform everything required to be performed and shall provide and furnish to City
with 2021 BRAUN AMBULANCE MV607 WITH INTERNATIONAL CHASSIS and shall complete delivery F.O.B.
to the City of South San Francisco on or before 210 days from the receipt of chassis from International in strict
accordance with the specifications as established by this Purchase Agreement and Exhibit(s), which specifications are
incorporated herein and made part of this Purchase Agreement. A fee of $100.00 per day past this delivery timeline
shall be paid by the vendor to the City if the vehicles are not delivered, in acceptable condition, to the City of South San
Francisco.
3.Description of Purchase. The City hereby agrees to pay Vendor for the Products and/or Services with a not to exceed
amount. The total compensation for Products and/or Services performed under this Purchase Agreement is not to
exceed THREE HUNDRED NINETY FOUR THOUSAND, NINE HUNDRED AND SIXTY FIVE DOLLARS
($394,965.00).
The City shall pay Vendor invoices for Products and/or Services actually delivered in accordance with this Purchase
Agreement. To be eligible for payment, Vendor invoices must itemize the Products and/or Services delivered and the
corresponding prices in accordance with this Purchase Agreement. Payment of Vendor invoices does not constitute
acceptance of Products and/or Services delivered. Prices of Products and/or Services delivered that are not in
accordance with this Purchase Agreement are subject to adjustment. In no event will the prices of Products and/or
Services delivered exceed that specified on this Purchase Agreement. Payments shall be subject to adjustment for
defects in quality or failure of Vendor to meet terms and conditions herein and in Exhibit A. Such adjustments shall be
equal to one hundred percent (100%) of City’s costs to correct such defects or Vendor’s failure to meet Purchase
Agreement requirements.
4.Taxes. Vendor shall pay all applicable federal, state and local taxes, which may be chargeable against the delivery of
the Products and/or Services listed herein.
5.General Warranties and Product Compliance. Vendor warrants that: (A) All Products and/or Services are as described
on this Purchase Agreement conform to all drawings, samples, descriptions and specifications contained in Exhibit
A;
(B)All Products and/or Services delivered are new and of good merchantable quality, free from material defects of
workmanship and fit for the purpose for which sold or provided; (C) Vendor has good title to all Products delivered and
all Products delivered are free from liens and other encumbrances; and (D) Vendor's delivery and installation of the
Products and/or Services will be in strict conformity with all applicable local, state, and federal laws. For purposes of
this warranty, any Products or components not meeting the foregoing quality shall be deemed defective. The foregoing
warranty provisions shall also be applicable to equipment or materials provided by a third party entity to Vendor via
this Purchase Agreement.
Vendor also expressly warrants and guarantees, for [3 YEARS, 36,000 MILES] that the Products and/or Services
furnished by it to City shall be free from breakage or defects of material and workmanship under normal use, service
and maintenance from the date of acceptance of the City, and expressly agrees to repair or replace Products and/or
Services or any part thereof which proves defective as a result of inferior or defective materials, equipment or
workmanship. If within the period stated above, any repairs or replacements in connection with the Products and/or
Services are, in the opinion of the City, rendered necessary as a result of the use of inferior or defective materials,
equipment or workmanship, Vendor agrees on receipt of notice from City and without expense to the City, for freight,
parts or labor, to properly repair, replace or correct any and all such defects therein. If Vendor, after such notice, fails to
proceed promptly with the terms of this warranty and guarantee, the City may perform the work necessary to effectuate
such corrections, repairs and replacements, and recover the cost thereof from Vendor.
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[Rev:11/14/2016]
6. Damage to City Facilities. Damage to City or public facilities or private property caused by the Vendor or by its
subcontractors during delivery or installation shall be repaired and/or replaced in kind at no cost to the City.
7. Site Safety and Cleanup. The delivery and installation site shall be kept clean and free of hazards at all times during
installation. After installation is completed at the site, Vendor shall clean the surrounding area to the condition prior to
installation.
8. Final Inspection and Work Acceptance. Finished installation work and/or equipment shall be subject to final inspection
and acceptance or rejection by the City.
9. Indemnity. To the fullest extent permitted by law, Vendor shall indemnify, defend (with counsel acceptable to the
City), and hold harmless the City and its elected and appointed officers, officials, employees, agents, contractors and
consultants (collectively, the “City Indemnitees”) from and against any and all liability, loss, damage, claims, expenses
and costs (including, without limitation, attorneys’ fees and costs of litigation) (collectively, “Liability”) of every nature
arising out of or in connection with the delivery and installation of the Products and/or Services described on this
Purchase Agreement or Vendor’s failure to comply with this Purchase Agreement, except such Liability caused by the
gross negligence or willful misconduct of the City Indemnitees.
10. Insurance. Before beginning any installation work and continuing throughout the term of this Purchase Agreement,
Vendor, at its sole cost and expense, furnish the City with certificates of insurance evidencing that Contractor has
obtained and maintains insurance in the following amounts:
A. Workers’ Compensation that satisfies the minimum statutory limits.
B. Commercial General Liability and Property Damage Insurance in an amount not less than ONE MILLION
DOLLARS ($1,000,000) combined single limit per occurrence, TWO MILLION DOLLARS ($2,000,000) annual
aggregate, for bodily injury, property damage, products, completed operations and contractual liability coverage. The
policy shall also include coverage for liability arising out of the use and operation of any City-owned or City-furnished
equipment used or operated by the Vendor, its personnel, agents or subcontractors.
C. Comprehensive automobile insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) per
occurrence for bodily injury and property damage including coverage for owned and non-owned vehicles.
All insurance policies shall be written on an occurrence basis and shall name the City Indemnitees as additional
insureds with any City insurance shall be secondary and in excess to Vendor’s insurance. If the Vendor’s insurance
policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer’s liability,
or which has the effect of providing that payments of the self-insured retention by others, including additional insureds
or insurers do not serve to satisfy the self-insured retention, such provisions must be modified by special endorsement
so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to
this agreement from satisfying or paying the self-insured retention required to be paid as a precondition to the insurer’s
liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self-
insured retention and also must disclose the deductible.
The City Risk Manager, in writing, may approve a variation in the foregoing insurance requirements. A valid and
executed approval by Risk Manager must accompany this Purchase Agreement for a variation to be binding.
11. Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes of laborers, workmen, or
mechanics on the work contemplated by this Purchase Agreement, shall be not less than the prevailing rate for a day’s
work in the same trade or occupation in the locality within the state where the work hereby contemplates to be
performed as determined by the Director of Industrial Relations pursuant to the Director’s authority under Labor Code
Section 1770, et seq. Each laborer, worker or mechanic employed by Vendor or by any subcontractor shall receive the
wages herein provided for. The Vendor shall pay two hundred dollars ($200), or whatever amount may be set by Labor
Code Section 1775, as may be amended, per day penalty for each worker paid less than prevailing rate of per diem
wages. The difference between the prevailing rate of per diem wages and the wage paid to each worker shall be paid
by the Vendor to each worker.
An error on the part of an awarding body does not relieve the Vendor from responsibility for payment of the prevailing
rate of per diem wages and penalties pursuant to Labor Code Sections 1770-1775. The City will not recognize any
Page 3 of 4
[Rev:11/14/2016]
claim for additional compensation because of the payment by the Vendor for any wage rate in excess of prevailing
wage rate set forth. The possibility of wage increases is one of the elements to be considered by the Vendor.
A. Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing wage rates is not
attached hereto pursuant to Labor Code Section 1773.2, the Vendor shall post at appropriate conspicuous points at the
site of the project a schedule showing all determined prevailing wage rates for the various classes of laborers and
mechanics to be engaged in work on the project under this contract and all deductions, if any, required by law to be
made from unpaid wages actually earned by the laborers and mechanics so engaged.
B. Payroll Records. Each Vendor and subcontractor shall keep an accurate payroll record, showing the name, address,
social security number, work week, and the actual per diem wages paid to each journeyman, apprentice, worker, or
other employee employed by the Vendor in connection with the public work. Such records shall be certified and
submitted weekly as required by Labor Code Section 1776.
12. Payment of Employment Taxes; Tax Withholding. Vendor is solely responsible for the payment of employment
taxes incurred under this Agreement and any similar federal or state taxes. To be exempt from tax
withholding, Vendor must provide City with a valid California Franchise Tax Board form 590 (“Form 590”),
as may be amended and such Form 590 shall be attached hereto and incorporated herein as Exhibit ____.
Unless Vendor provides City with a valid Form 590 or other valid, written evidence of an exemption or
waiver from withholding, City may withhold California taxes from payments to Vednor as required by law.
Vendor shall obtain, and maintain on file for three (3) years after the termination of this Agreement, Form
590s (or other written evidence of exemptions or waivers) from all subcontractors. Vendor accepts sole
responsibility for withholding taxes from any non-California resident subcontractor and shall submit written
documentation of compliance with Vendor’s withholding duty to City upon request.
13. Termination. In addition to all other legal and equitable rights of the City, the City may terminate this Purchase
Agreement upon notice to the Vendor. If the City terminates this Purchase Agreement, the City will pay the Vendor for
Products and/or Services accepted in accordance with this Purchase Agreement prior to the date of termination.
14. Prevailing Party. In the event that either party to this Purchase Agreement commences any legal action or proceeding
(including but not limited to arbitration) to interpret the terms of this Purchase Agreement, the prevailing party in such a
proceeding shall be entitled to recover its reasonable attorney’s fees associated with that legal action or proceeding.
15. Notice. All notices and other communications which are required or may be given under this Agreement shall be in
writing and shall be deemed to have been duly given (i) when received if personally delivered; (ii) when received if
transmitted by telecopy, if received during normal business hours on a business day (or if not, the next business day after
delivery) provided that such facsimile is legible and that at the time such facsimile is sent the sending Party receives
written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight delivery
service (e.g., Federal Express); and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In
each case notice shall be sent to the respective Parties as follows:
Vendor:
RED SKY EMERGENCY VEHICLES
11366 AMALGAM WAY, STE G
RANCHO CORDOVA, CA 95760
City:
City Clerk
City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
16. Assignment, Governing Law. The Vendor may not assign any of Vendor's obligations under this Purchase Agreement
without the City’s prior written approval. This Purchase Agreement is governed by California law. The jurisdiction for
any litigation arising from this Purchase Agreement shall be in the state of California, and shall be venued in the County
of San Mateo.
17. Severability. If any portion of this Purchase Agreement is held invalid, the Parties agree that such invalidity shall not
affect the validity of the remaining portions of this Purchase Agreement.
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[Rev:11/14/2016]
18. Entire Agreement. This Agreement represents the entire and integrated agreement between the Parties. This Purchase
Agreement may be modified or amended only by a subsequent written agreement signed by both Parties.
19. Execution in Counterpart. This Agreement may be executed in counterparts and/or by facsimile or other electronic
means, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an
original, and, when taken together with other signed counterpart, shall constitute one Agreement, which shall be binding
upon and effective as to all Parties.
CITY OF SOUTH SAN FRANCISCO VENDOR
A Municipal Corporation
By:___________________________ By:___________________________
City Manager [KIRSTEN SKYBA], Authorized Rep
Approved as to Form:
__________________________
City Attorney
2729963.1
11366 Amalgam Way, Suite G, Rancho Cordova, CA 95670
RedSky Emergency Vehicles 916.382.4497 O / 916.244.7088 F redskyemergency.com
BRAUN SUPER CHIEF MEDIUM-DUTY AMBULANCE April 19, 2021
INTERNATIONAL MV607 175" WB 4X2 CHASSIS
Richard Walls, EMS Chief
City of South San Francisco Fire Department
480 North Canal Street
South San Francisco, CA 94080
Chief Walls:
Thank you for giving us the opportunity to update our proposal for a Braun Super Chief Medium Duty Type I
ambulance. We understand that you are striving for consistency in how your firefighter/paramedics operate on
each ambulance in your fleet. As a result, we have worked diligently to configure the proposed ambulance to
closely match your current configuration, with a few minor differences related to Braun’s methods of construction
and design. This proposal includes the addition of a Ward No Smoke exhaust protection system and a Clorox
Total 360 electrostatic disinfection system. All other specifications remain the same.
Attached please find the spec summary and custom drawings reflecting the proposed unit. I believe the drawings
and specs reflect your generally desired configuration, but we would refine them during the preconstruction
meeting with Braun’s application engineer(s).
A few highlights of the proposed configuration:
• All aluminum SolidBody™ brake-formed construction for exceptional durability and a lifetime structural
warranty
• Roof and side load testing that exceeds the required load capacity by 300%
• Industry first rollover and side-impact crash testing for the Braun module design for added assurance of
occupant safety. See videos. Given your department’s busy traffic profile, we tend to think this is an
important safety benefit that only Braun can provide.
• Arched roof design allows for more internal headroom, gives added strength across the top, and eliminates
water pooling.
• Sprayed foam insulation on the ceiling, walls, doors, and entire underside of body provides acoustical and
thermal insulation
• EZ Glide™ sliding door for added safety. Braun was the innovator that developed, perfected and introduced
the sliding door to the ambulance market.
• VitaMax™ interior lighting system, with overhead LED dome lights and angled fluorescent lights on each side
provide a bright and shadowless workspace for patient care.
• Gatorhyde protective exterior compartment coating
• All Eberhard handles on module entry and compartment doors. The Braun design disengages the tie rod from
the handle when the door is locked, allowing the mechanism to “free float” to reduce the chance of bending
or breaking the handle or tie rods, especially when pulling on a locked handle. The deep pocket and beefy
handle make it easier to grip when wearing gloves. See video.
• Final inspection trip for three (3) department representatives to Braun factory
• Stryker PowerPro XT Cot, Model 6506, per attached configuration – supplied by dealer
• Stryker PowerLoad cot retention system
• David Clark intercom headset system
• Upgrade air conditioning package including temp-coat coating for added insulation, auxiliary AC
condenser (frame mounted) and auxiliary AC compressor
• Battery jump start system
• Vanner inverter
• Federal EQ2B electronic siren in addition to standard
11366 Amalgam Way, Suite G, Rancho Cordova, CA 95670
RedSky Emergency Vehicles 916.382.4497 O / 916.244.7088 F redskyemergency.com
• Opticom
• Rear view camera
• GoLight remote-controlled spotlight
• Customized streetside compartment configurations including O2 compartment ahead of rear wheels
• Customized curbside compartment configurations including extra-wide front compartment and custom sliding
entry door location
• Customized interior cabinet configurations including restocking cabinets in upper streetside and custom front
bulkhead layout
• Ward No Smoke Exhaust Protection System
• Clorox Total 360 Electrostatic Disinfection System, Portable Cart
We understand that keeping your ambulances on the street and productive is vital. For that reason, our focus is
ensuring fast, convenient service. In your area, our service partner is Derotic Emergency Equipment in Rancho
Cordova. They have a great deal of experience in emergency vehicle repairs and have EVT certified mechanics on
staff. We are also happy to work with any internal resources or other, local service locations that you find work
really well for you.
It’s also worth noting that Braun offers excellent warranty coverage. Details are below. To arrange warranty
service, you just call us and we’ll handle it.
Braun Standard Warranties:
• Structural: Lifetime, transferable module structural warranty
• Conversion: 3 years/36,000 miles
• Multiplex Electrical: 7 years/84, 000 miles
We are pleased to extended the following pricing for your consideration. Please note that a -$3,800 price
discount is available if purchase order is placed prior to May 10, 2021.
Pricing:
Description Price*
One (1) Braun Super Chief Medium-Duty Ambulance, 2022 International MV607
4x2 diesel chassis, per attached spec summary. A trip for three (3) department
representatives for final inspection are included in the proposed price.
Sales Tax, 9.75%, San Mateo County, City of South San Francisco
C alifornia Tire Fee, $1.75 / tire
$359,877.00
$35,088.00
included
Total $394,965.00
*Assumes that City of South San Francisco Fire Department is exempt from California DMV license and
registration fees.
Payment Terms: Payment shall be made directly to RedSky Emergency Vehicles or as directed by RedSky
Emergency Vehicles. Payment is due at time of delivery.
Delivery: 180 - 210 days after receipt of chassis
The Seller shall not be liable for failure to deliver or for any delay in delivering the motor vehicles
covered by this agreement where such failure or delay is due, in whole or in part, to any cause
beyond the control or without the fault or negligence of the Seller. Delays from the chassis
manufacturer will result in extended delivery time, as will changes to this contract once the order
has been placed with Demers Ambulance. Additions or deletions may be made if the vehicle has
11366 Amalgam Way, Suite G, Rancho Cordova, CA 95670
RedSky Emergency Vehicles 916.382.4497 O / 916.244.7088 F redskyemergency.com
not passed that point in production at the time of change.
Delivery Terms: FOB City of South San Francisco Fire Department
Sales & Use Taxes: The price for the motor vehicle specified in this agreement does not include Use Taxes (Federal,
State, or Local) unless expressly stated. Purchaser assumes and agrees to pay, unless prohibited
by law, and such Use, or Occupational Taxes imposed on or applicable to the transaction covered
by this agreement, regardless of which party may have primary tax liability.
Validity: 60 days
Thank you for this opportunity, and we look forward to future discussions about your ambulance needs. Please do
not hesitate to contact me with any questions. I can be reached at 304.839.4051 anytime.
Respectfully,
Kirsten Skyba
VP – Operations & Customer Service
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:21-369 Agenda Date:5/12/2021
Version:1 Item #:10.
Report regarding an Ordinance repealing Chapter 11.44 of the South San Francisco Municipal Code to
eliminate the mandatory licensing of a bicycle or motorized bicycle before operating it within the City of South
San Francisco.(Sky Woodruff, City Attorney)
RECOMMENDATION
It is recommended that the City Council waive reading and introduce an ordinance repealing Chapter 11.44 of
the South San Francisco Municipal Code to eliminate the mandatory licensing of a bicycle or motorized bicycle
before operating it within the City of South San Francisco.
BACKGROUND
At the City Council meeting on April 28,2021 Council asked that the City Attorney’s Office bring forward an
ordinance to repeal Chapter 11.44 of the South San Francisco Municipal Code.Chapter 11.44 of the South San
Francisco Municipal Code sets out a mandatory licensing procedure for bicycles and motorized bicycles before
they may be operated on any street,road,highway,or other public property within the City of South San
Francisco.Chapter 11.44 further authorizes the Chief of Police to impound and retain possession of any bicycle
or motorized bicycle which does not comply with the provisions of Chapter 11.44 or Vehicle Code Section
39000,et seq,and authorizes the Chief of Police to retain possession of the bicycle until those provisions are
complied with.Furthermore,any fee collected pursuant to the mandatory bicycle licensing procedures were
designated for use to support enforcement of Chapter 11.44,improve bicycle safety programs in the City,and
establish bicycle facilities, including bicycle paths and lanes.
Chapter 11.44 was initially intended to make it easier to recover stolen bikes and return them back to the owner.
However,very few persons in the City of South San Francisco observe the mandatory licensing requirements
under Chapter 11.44.Many cities adopted similar ordinances around the same time as South San Francisco,
when there were not internet-based services that made it simple for people register their bicycles.More
recently,cities have begun to repeal similar mandatory bicycle licensing ordinances,citing the high costs of
administering them and low participation.California cities that have repealed their mandatory bicycle licensing
ordinances include of Los Angeles,Santa Monica,and San Jose.Thus,consistent with Council direction,staff
recommends repeal of Chapter 11.44.Any fees collected pursuant to that chapter will continue to exist and may
be used for the purpose specified therein prior to repeal.
City staff are currently working on developing a voluntary bicycle registration program,or developing a
process to connect people to an existing bicycle registration program to provide a system for recovering stolen
bicycles.
FISCAL IMPACT
The adoption of this ordinance will have no impact on the City's budget.
RELATIONSHIP TO STRATEGIC PLAN
Repealing Chapter 11.44 of the South San Francisco Municipal Code meets the City’s strategic goals of
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File #:21-369 Agenda Date:5/12/2021
Version:1 Item #:10.
providing a financially stable city by repealing ineffective ordinances with a high cost of administration.
CONCLUSION
It is recommended that the City Council waive reading and introduce an ordinance repealing Chapter 11.44 of
the South San Francisco Municipal Code to eliminate the mandatory licensing of a bicycle or motorized bicycle
before operating it within the City of South San Francisco
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:21-370 Agenda Date:5/12/2021
Version:1 Item #:10a.
Ordinance repealing Chapter 11.44 of the South San Francisco Municipal Code to eliminate the mandatory
licensing of a bicycle or motorized bicycle before operating it within the City of South San Francisco.
WHEREAS,Chapter 11.44 of the South San Francisco Municipal Code sets out a mandatory licensing
procedure for bicycles and motorized bicycles before they may be operated on any street,road,highway,or
other public property within the City of South San Francisco; and
WHEREAS,Chapter 11.44 of the South San Francisco Municipal Code further authorizes the Chief of Police
to impound and retain possession of any bicycle or motorized bicycle which does not comply with the
provisions of Chapter 11.44 or Vehicle Code Section 39000,et seq,and authorizes the Chief of Police to retain
possession of the bicycle until those provisions are complied with; and
WHEREAS,any fee collected pursuant to the mandatory bicycle licensing procedures are designated for use to
support enforcement of Chapter 11.44,improve bicycle safety programs in the City,and establish bicycle
facilities, including bicycle paths and lanes; and
WHEREAS,this ordinance was intended to make it easier to recover stolen bicycles and return them back to
the owner; and
WHEREAS,very few persons in the City of South San Francisco observe the mandatory bicycle licensing
procedures under Chapter 11.44 of the South San Francisco Municipal Code; and
WHEREAS,other cities have begun to repeal similar mandatory bicycle licensing ordinances,citing the high
costs of administering them and low rates of participation,including the cities of Los Angeles,Santa
Monica, and San Jose; and
WHEREAS,the City Council now wishes to repeal Chapter 11.44 of the South San Francisco Municipal Code
to remove the mandatory bicycle licensing requirements within the City of South San Francisco.
NOW,THEREFORE,THE CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO DOES HEREBY
ORDAIN AS FOLLOWS:
SECTION 1.Findings
The City Council of South San Francisco finds that all Recitals are true and correct and are incorporated herein
by reference.
SECTION 2.Repeal of South San Francisco Municipal Code Chapter 11.44
Chapter 11.44 of the South San Francisco Municipal Code is hereby repealed and reserved for future use.
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File #:21-370 Agenda Date:5/12/2021
Version:1 Item #:10a.
SECTION 3.Use of Bicycle Licensing Fees
The fees collected pursuant to Section 11.44.080 of the South San Francisco Municipal Code shall continue to
exist and moneys shall continue to be used for the purposes specified in Section 11.44.080 prior to its repeal.
SECTION 4.Severability
If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid,the
remainder of the ordinance and the application of such provision to other persons or circumstances shall not be
affected thereby.
SECTION 5.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.
*****
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:21-360 Agenda Date:5/12/2021
Version:1 Item #:11.
Report regarding approval by the City of South San Francisco of the issuance by the City of South San
Francisco Public Facilities Financing Authority of its Lease Revenue Bonds,Series 2021A (Janet Salisbury,
Director of Finance)
RECOMMENDATION
Staff recommends that the City Council of the City of South San Francisco consider adopting the
following resolution:
Resolution approving execution and delivery of a First Amendment to Ground Lease,First Amendment
to Lease Agreement,First Supplemental Indenture,Continuing Disclosure Agreement and Bond
Purchase Agreement in connection with the issuance of the City of South San Francisco Public Facilities
Financing Authority Lease Revenue Bonds,authorizing the distribution of an Official Statement in
connection therewith and authorizing staff to fund costs of certain projects from Measure W sales tax
revenues.
BACKGROUND/DISCUSSION
General.This item relates to the issuance of lease revenue bonds by the City of South San Francisco Public
Facilities Financing Authority (the “Authority”).In December 2019,the City of South San Francisco (the
“City”)and the Parking Authority of the City of South San Francisco approved a joint powers agreement,
which created the Authority.The Authority is now duly formed and authorized to assist the City in the
financing by issuing lease revenue bonds.
The Lease Revenue Bonds,Series 2021A (the “2021A Bonds”)are being issued to finance certain costs of the
second phase of the City’s new Community Civic Campus project (Library,Parks and Recreation Building and
associated capital improvements),a portion of the costs of the City’s Street Paving Program and solar panels to
be located at the new Community Civic Campus and the City’s Public Works Corporation Yard.On the date of
this meeting,the City Council has held a duly noticed public hearing relating to the issuance of the 2021A
Bonds.
Legal Structure.In March 2020,the Authority issued its 2020A Bonds to finance a the bulk of the new police
station.In connection therewith,the City entered into a Ground Lease with the Authority,pursuant to which the
City leased certain City-owned property (consisting of the Miller Parking Garage (excluding the commercial
office space on the ground floor)and the Orange Memorial Park)to the Authority.Under a Lease Agreement,
the Authority leased such property back to the City.Under the Lease Agreement,the City agreed to make
rental payments to the Authority for the beneficial use and occupancy of such property.Pursuant to an
Assignment Agreement,the Authority assigned certain rights under the Lease Agreement to The Bank of New
York Mellon Trust Company,N.A.,as trustee (the “Trustee”)for the 2020A Bonds,including the right to
receive the rental payments under the Lease Agreement.The 2020A Bonds were issued pursuant to an
Indenture of Trust entered into among the City,the Authority and the Trustee.The foregoing legal documents
were drafted to allow for the issuance of additional series of bonds to finance subsequent phases of the
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File #:21-360 Agenda Date:5/12/2021
Version:1 Item #:11.
Community Civic Campus and/or other City improvements.
With the approval of the associated resolution,the City Council would be approving the issuance of the 2021A
Bonds,which would allow for the funding of the Library,Parks and Recreation Building (“LPR”),the solar
roofs for LPR along with the Corporation Yard, as well as the Streets Rehabilitation Program.
If approved the Council,the City and the Authority will enter into first amendments to the Ground Lease,Lease
Agreement and Assignment Agreement to increase the rental payments so that they are sufficient to pay both
the 2020A Bonds and the 2021A Bonds.The amendments also add additional City-owned properties to the
Ground Lease and Lease Agreement so that the increased rental does not exceed the fair rental value of the
leased properties, as required under California law.
The additional properties currently planned to be added to the Lease Agreement are described in the
Preliminary Official Statement under the caption “THE PROPERTY”and generally consist of City Hall,the
City Hall Annex,Westborough Park (including Fire Station #64),the Public Works Corporation Yard property
(including the Public Works building),Fire Station #61,the Senior Center (Magnolia Center)and certain parts
of the Community Civic Campus property (as further described below).City staff and Bond Counsel are
working with the title insurance company to confirm that there are no encumbrances on such properties that
would prevent them from being used in this proposed financing.If any one of the properties cannot be used,
the resolution presented at this meeting authorizes City staff to modify the leased properties and to identify
other City properties to be included in the Lease Agreement.
As described in the Preliminary Official Statement,the property to be added to the Lease Agreement in
connection with the issuance of the 2021A Bonds also includes the majority of the property on which the
Community Civic Campus will be located (including the new police station).The Lease Agreement provides
that,upon completion of the Community Civic Campus project and the police station,the City has the option to
release all of the property under the Lease Agreement other than the Community Civic Campus project and the
police station.This provides the advantage being able to remove the encumbrance of the financing leases from
such property,leaving primarily the financed project (i.e.the Community Civic Campus and the police station)
as the leased property.
In connection with the 2021A Bonds,the Authority,the City and the Trustee will enter into a first supplement to
the existing Indenture,which provides the repayment dates,interest rates and redemption terms specific to the
2021A Bonds.
Disclosure Documents.Staff and the City’s financing team have prepared a Preliminary Official Statement in
connection with the offering of the 2021A Bonds.The Preliminary Official Statement presents material
information relating to the 2021A Bonds and the City’s finances and operations and will be used in the offering
of the 2021A Bonds to potential investors.
The United States Securities Exchange Commission has stated that elected officials have certain responsibilities
under federal securities law.If City Council members during their review of the Preliminary Official
Statement determine that it contains any material false statements or omissions of material information,they
should bring this to the attention of City staff.
To comply with federal securities law,the City will enter into a Continuing Disclosure Agreement in connection
with the issuance of the 2021A Bonds.Under the Continuing Disclosure Agreement,the City will agree to
annually provide certain financial information relating to the City and notices of certain enumerated events to
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annually provide certain financial information relating to the City and notices of certain enumerated events to
the market.Such information will be provided through the Municipal Securities Rulemaking Board’s
Electronic Municipal Market Access website.
Financing Structure.Based on a preliminary pricing analysis reflecting market conditions as of May 4,2021
with a 25 basis point cushion,the 2021A Bonds have an estimated par amount of $88.4 million and will be
issued at an estimated premium of approximately $16.3 million for total proceeds of approximately $104.7
million.Such proceeds will be used to fund $104.0 million in project costs and approximately $742,000 of
issuance costs.The final maturity of the 2021A Bonds is June 1,2046.Certain estimates with respect to the
financing are set forth below.Such figures are estimates and the final principal amount and interest cost for
the 2021A Bonds will be determined on the actual sale date of the 2021A Bonds,which is currently scheduled
for late May.
The 2021A Bonds will be sold on a public offering basis (sale of bonds on the open market),by Stifel,Nicolaus
&Company,Incorporated,as representative of itself and of Citigroup Global Markets,Inc.(together,the
“Underwriters”)pursuant to a Bond Purchase Agreement among the Authority,the City and the Underwriters.
The sale of the 2021A Bonds is expected to occur in late May with a closing/settlement in early June.The
foregoing dates are subject to change depending on market conditions.
Financing Team.The City previously approved the following firms to serve on the financing team for the
2021A Bonds:
Municipal Advisor: Sperry Capital Inc.
Underwriters:Stifel Nicolaus &Company,Incorporated (as representative)and Citigroup Global
Markets, Inc.
Bond and Disclosure Counsel: Stradling Yocca Carlson & Rauth, a Professional Corporation
Authorization to Fund Project Costs From Measure W Sales Tax Revenues and Other City Funds.
Approval of the resolution presented authorizes the expenditure in fiscal year 2020-21 of up to $65 million
from available Measure W sales tax revenues and other City funds to fund the projects described above and
other project costs eligible to be funded from Measure W sales tax revenues.This number in place as a ceiling
in order to ensure that there is flexibility in funding the project as construction for the LPR is well-underway.
As Council is aware,Measure W sales tax revenues are accounted for in a separate fund outside of the City’s
General Fund.As such,Measure W funds are approved and appropriated by Council during the annual budget
process.
Good Faith Estimates.The good faith estimates set forth below are provided with respect to the 2021A Bonds
in accordance with California Government Code Section 5852.1.Such good faith estimates have been provided
to the Authority and the City by Sperry Capital Inc.(the City’s “Municipal Advisor”)in consultation with
Stifel, Nicolaus & Company, Incorporated.
Principal Amount.Based on the City’s financing plan and current market conditions (and a 25 basis
point cushion),the good faith estimate of the aggregate principal amount of the 2021A Bonds to be sold is
$88.4 million (the “Estimated Principal Amount”),which excludes approximately $16.3 million of net premium
estimated to be generated.Net premium is generated when,on a net aggregate basis for a single issuance of
bonds, the price paid for the 2021A Bonds is higher than the face value of such bonds.
True Interest Cost of the 2021A Bonds.Assuming that the Estimated Principal Amount of the 2021A
Bonds is sold,and based on market interest rates prevailing at the time of preparation of such estimate (and a
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Bonds is sold,and based on market interest rates prevailing at the time of preparation of such estimate (and a
25 basis point cushion),its good faith estimate of the true interest cost of the 2021A Bonds,which means the
rate necessary to discount the amounts payable on the respective principal and interest payment dates to the
purchase price received for the 2021A Bonds, is 2.50%.
Finance Charge of the 2021A Bonds.Assuming that the Estimated Principal Amount of the 2021A
Bonds is sold,and based on market interest rates prevailing at the time of preparation of such estimate (and a
25 basis point cushion),its good faith estimate of the finance charge for the 2021A Bonds,which means the
sum of all fees and charges paid to third parties (or costs associated with the 2021A Bonds), is $742,000.
Amount of Proceeds to be Received.Assuming that the Estimated Principal Amount of the 2021A Bonds
is sold,and based on market interest rates prevailing at the time of preparation of such estimate,its good faith
estimate of the amount of proceeds expected to be received by the City for sale of the 2021A Bonds,less the
finance charge of the 2021A Bonds,as estimated above,and any reserves or capitalized interest paid or funded
with proceeds of the 2021A Bonds, is $104 million.
Total Payment Amount.Assuming that the Estimated Principal Amount of the 2021A Bonds is sold,and
based on market interest rates prevailing at the time of preparation of such estimate (and a 25 basis point
cushion),its good faith estimate of the total payment amount,which means the sum total of all payments to be
made to pay debt service on the 2021A Bonds,plus the finance charge for the 2021A Bonds,as described
above,not paid with the proceeds of the 2021A Bonds,calculated to the final maturity of the 2021A Bonds,is
$141.4 million.
The foregoing estimates constitute good faith estimates only.The actual principal amount of the 2021A
Bonds issued and sold,the true interest cost thereof,the finance charges thereof,the amount of proceeds
received therefrom and total payment amount with respect thereto may differ from such good faith estimates
due to (a)the actual date of the sale of the 2021A Bonds being different than the date assumed for purposes of
such estimates,(b)the actual principal amount of Bonds sold being different from the Estimated Principal
Amount,(c)the actual amortization of the 2021A Bonds being different than the amortization assumed for
purposes of such estimates,(d)the actual market interest rates at the time of sale of the 2021A Bonds being
different than those estimated for purposes of such estimates,(e)other market conditions,or (f)alterations in
the City’s financing plan,delays in the financing,additional legal work,or a combination of such factors and
additional finance charges,if any,attributable thereto.The actual date of sale of the 2021A Bonds and the
actual principal amount of 2021A Bonds sold will be determined by the City based on the timing of the need for
proceeds of the 2021A Bonds and other factors.The actual interest rates borne by the 2021A Bonds will depend
on market interest rates at the time of sale thereof.The actual amortization of the 2021A Bonds will also
depend,in part,on market interest rates at the time of sale thereof.Market interest rates are affected by
economic and other factors beyond the control of the Authority and the City.
FISCAL IMPACT
The 2021A Bonds are secured by rental payments to be made by the City to the Authority under the Lease
Agreement.The current expectation is that the City will annually budget to pay such rental payments from the
General Fund - primarily from the sales tax generated by Measure W.
The rental payments are the equivalent of the debt service on the 2021A Bonds.The current estimation is that
annual debt service on 2021A Bonds will be approximately $5.7 million.
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CONCLUSION
The new Community Civic Campus,street paving program and solar panels are necessary infrastructure
projects that has already been approved by the City Council of South San Francisco.The issuance of the
2021A Bonds is a critical step in financing the Community Civic Campus,street paving program and solar
panels.
Staff recommends that the City Council approve the resolution that will allow the issuance of the proposed
2021A Bonds.
ATTACHMENTS
1.Ground Lease and First Amendment to Ground Lease
2.Lease Agreement and First Amendment to Lease Agreement
3.Indenture and First Supplemental Indenture
4.Continuing Disclosure Agreement
5.Bond Purchase Agreement
6.Preliminary Official Statement
7.Presentation to City Council
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RECORDING REQUESTED BY:
City of South San Francisco Public Facilities
Financing Authority
AND WHEN RECORDED RETURN TO:
Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Attention: Brian Forbath, Esq.
[Space above for Recorder’s use.]
This First Amendment to Ground Lease is recorded for the benefit of the City of South San Francisco and is exempt
from California documentary transfer tax pursuant to Section 11928 of the California Revenue and Taxation Code
and from recording fees pursuant to Sections 6103, 27383 and 27388.1 (a)(2)(D) and (d)(2) of the California
Government Code. Lease term less than 35 years.
FIRST AMENDMENT TO GROUND LEASE
Dated as of June 1, 2021
amending and supplementing the
GROUND LEASE
dated as of March 1, 2020
by and between
CITY OF SOUTH SAN FRANCISCO
and
CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY
Relating to
$_________
CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY
(COMMUNITY CIVIC CAMPUS AND MULTIPLE CAPITAL PROJECTS)
LEASE REVENUE BONDS, SERIES 2021A
4834-3297-2765v5/200855-0003
FIRST AMENDMENT TO GROUND LEASE
This First Amendment to Ground Lease (the “First Amendment to Ground Lease”) is dated
as of June 1, 2021, and is entered into by and between the CITY OF SOUTH SAN FRANCISCO
(the “City”), a municipal corporation and general law city duly organized and existing under and by
virtue of the Constitution and laws of the State of California (the “City”), and the CITY OF SOUTH
SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY (the “Authority”), a joint
exercise of powers entity duly organized and existing under the laws of the State of California (the
“Authority”), and supplements and amends the Ground Lease, dated as of March 1, 2020, recorded
on March 11, 2020 in the Official Records of the County of San Mateo as Instrument No. 2020-
022003.
WITNESSETH:
WHEREAS, the Authority and The Bank of New York Mellon Trust Company, N.A., as
trustee (the “Trustee”), have entered into an Indenture, dated as of March 1, 2020, as supplemented
and amended from time to time in accordance with its terms (the “Indenture”), providing for the
issuance of bonds secured on a parity thereunder; and
WHEREAS, in order to provide for the payment of the bonds issued under the Indenture, the
City and the Authority have entered into the 2020 Ground Lease, pursuant to which the City leased to
the Authority certain real property owned by the City, together with the City-owned improvements
located thereon, as described in Exhibit A thereto (collectively, the “Existing Property”); and
WHEREAS, pursuant to Sections 3.05 and 3.06 of the Indenture, the Authority may at any
time issue Additional Bonds (as defined in the Indenture) pursuant to a Supplemental Indenture (as
defined in the Indenture); and
WHEREAS, the City has determined it is in the public interest and will benefit the
inhabitants of the City that the City finance the costs of the acquisition, design, construction,
installation, improvement, replacement and equipping of certain capital improvement projects of the
City (collectively, the “2021A Project”) described in Exhibit C to the First Amendment to Lease
Agreement (as defined below); and
WHEREAS, to finance the 2021A Project, the City will enter into this First Amendment to
Ground Lease with the Authority pursuant to which the City and the Authority will add to the
Existing Property certain additional real property as described herein (together with the Existing
Property, the “Property”), and will confirm that the lease to the Authority of the Property is also
made in consideration of the issuance by the Authority of its South San Francisco Public Facilities
Financing Authority (Community Civic Campus and Multiple Capital Projects) Lease Revenue
Bonds, Series 2021A (the “2021A Bonds”); and
WHEREAS, concurrently with the execution of this First Amendment to Ground Lease, the
Authority and the City are entering into a First Amendment to Lease Agreement, dated as of June 1,
2021 (the “First Amendment to Lease Agreement”), which supplements and amends the Lease
Agreement, dated as of March 1, 2020 (the “2020 Lease Agreement” and as supplemented and
amended by the First Amendment to Lease Agreement, and it may be further amended from time to
time, the “Lease Agreement”), pursuant to which the Authority will lease the Property to the City and
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4834-3297-2765v5/200855-0003
the City is required to make Base Rental Payments sufficient to pay debt service on the bonds issued
under the Indenture, including the 2021A Bonds; and
WHEREAS, to provide funds to finance the 2021A Project, the City has requested the
Authority to issue the 2021A Bonds, pursuant to the Indenture, as supplemented and amended by a
First Supplemental Indenture, dated as of June 1, 2021, by and between the Authority and the
Trustee; and
WHEREAS, the 2020 Ground Lease may be amended pursuant to Section 7.03 of the 2020
Ground Lease and Section 10.07 of the 2020 Lease Agreement; and
WHEREAS, all acts, conditions and things required by law to exist, to have happened and to
have been performed precedent to and in connection with the execution and entering into of this First
Amendment to Ground Lease do exist, have happened and have been performed in regular and due
time, form and manner as required by law, and the parties hereto are now duly authorized to execute
and enter into this First Amendment to Ground Lease;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the
parties hereto agree as follows:
Section 1. Definitions. Except as otherwise defined herein, or unless the context clearly
otherwise requires, words and phrases defined in the Lease Agreement shall have the same meaning
in this First Amendment to Ground Lease.
Section 2. Amendment to Section 6.02 of the 2020 Ground Lease. Section 6.02 of the
2020 Ground Lease is hereby amended and restated in its entirety to read as follows:
Section 6.02 Extension; Early Termination. If, on the termination date
set forth in Section 6.01, the Bonds shall not be fully paid, or provision therefor made
in accordance with Article X of the Indenture, or the Indenture shall not be
discharged by its terms, or if the Rental Payments payable under the Lease
Agreement shall have been abated at any time, then the term of this Ground Lease
shall be automatically extended until the date upon which all Bonds shall be fully
paid, or provision therefor made in accordance with Article X of the Indenture, and
the Indenture shall be discharged by its terms, except that the term of this Ground
Lease shall in no event be extended beyond ten years after the termination date set
forth in Section 6.01. If, prior to the termination date set forth in Section 6.01, all
Bonds shall be fully paid, or provisions therefor made in accordance with Article X
of the Indenture, and the Indenture shall be discharged by its terms, the term of this
Ground Lease shall end simultaneously therewith.”
Section 3. Addition to Property; Further Consideration for Lease of Property. The
City has previously leased to the Authority the Existing Property and now desires to lease additional
real property to the Authority pursuant to the terms of the 2020 Ground Lease, as amended hereby,
which additional real property is described in Exhibit A hereto under the headings “DESCRIPTION
A-1: Commonly described as the site of City Hall and City Hall Annex”; “DESCRIPTION A-2:
Commonly described as the site of the Public Works Corporation Yard”; “DESCRIPTION A-3:
Commonly described as the site of the City Senior Center”; “DESCRIPTION A-4: Commonly
described as the site of Fire Station #61”; “DESCRIPTION A-5: Commonly described as the site of
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the Library, Parks and Recreation and Community Theater / Council Chamber (LPR)”;
“DESCRIPTION A-6: Commonly described as the Police Operations & 911 Dispatch Center”; and
“DESCRIPTION A-7: Commonly described as Westborough Park and Fire Station #64.” The City
and the Authority confirm that the lease of the Property as shown in Exhibit A hereto is also made in
consideration of the issuance by the Authority of the 2021A Bonds.
Section 4. Survival of 2020 Ground Lease. Except as otherwise amended hereby, the
2020 Ground Lease shall remain in full force and effect.
Section 5. Severability. In the event any provision of this First Amendment to Ground
Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding
shall not invalidate or render unenforceable any other provision hereof.
Section 6. Captions. The captions or headings in this First Amendment to Ground
Lease are for convenience only and in no way define, limit or describe the scope or intent of any
provisions or sections of this First Amendment to Ground Lease.
Section 7. Execution In Counterparts. This First Amendment to Ground Lease may
be executed in several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
Section 8. Applicable Law. This First Amendment to Ground Lease shall be governed
by and construed in accordance with the laws of the State of California.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
S-1
4834-3297-2765v5/200855-0003
IN WITNESS WHEREOF, the Authority and the City have caused this First Amendment to
Ground Lease to be executed by their respective officers hereunto duly authorized, all as of the day
and year first above written.
CITY OF SOUTH SAN FRANCISCO
By:
Michael Futrell
City Manager
ATTEST:
Rosa Govea Acosta
City Clerk
CITY OF SOUTH SAN FRANCISCO PUBLIC
FACILITIES FINANCING AUTHORITY
By:
Michael Futrell
Executive Director
ATTEST:
Rosa Govea Acosta
Secretary
4834-3297-2765v5/200855-0003
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in the Property conveyed under the First Amendment to
Ground Lease to the City of South San Francisco Public Facilities Financing Authority, a joint
exercise of powers entity duly organized and existing under the laws of the State of California, is
hereby accepted by the undersigned officer or agent on behalf of the Board of Directors of the City of
South San Francisco Public Facilities Financing Authority, pursuant to authority conferred by
resolution of the said Board of Directors adopted on May 12, 2021, and the grantee consents to
recordation thereof by its duly authorized officer.
Dated: June __ 2021
CITY OF SOUTH SAN FRANCISCO PUBLIC
FACILITIES FINANCING AUTHORITY
By:
Michael Futrell
Executive Director
4834-3297-2765v5/200855-0003
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF SAN MATEO )
On ___________________ before me, ____________________________________, Notary Public,
personally appeared _____________________________________________________, who proved
to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal
SIGNATURE OF NOTARY PUBLIC
4834-3297-2765v5/200855-0003
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF SAN MATEO )
On ___________________ before me, ____________________________________, Notary Public,
personally appeared _____________________________________________________, who proved
to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal
SIGNATURE OF NOTARY PUBLIC
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4834-3297-2765v5/200855-0003
EXHIBIT A
DESCRIPTION OF THE PROPERTY
Existing Property (Orange Memorial Park and Miller Parking Garage):
All that real property situated in the City of South San Francisco, County of San Mateo, State
of California, described as follows:
PARCEL 1:
PARCEL 1, AS SAID PARCEL IS SHOWN ON THAT CERTAIN MAP ENTITLED "PARCEL
MAP 93-300, ORANGE MEMORIAL PARK", FILED ON DECEMBER 27, 1996 IN BOOK 69 OF
PARCEL MAPS AT PAGES 57 THROUGH 59 IN THE OFFICE OF THE RECORDER OF SAN
MATEO COUNTY, STATE OF CALIFORNIA.
PARCEL 2:
LOTS 18, 19 AND 20 IN BLOCK 125, AS SHOWN ON THAT CERTAIN MAP ENTITLED
"SOUTH SAN FRANCISCO, SAN MATEO COUNTY, CALIFORNIA PLAT NO. 1", FILED IN
THE OFFICE OF THE COUNTY RECORDER OF SAN MATEO COUNTY, STATE OF
CALIFORNIA, ON MARCH 01, 1892 IN BOOK "B" OF MAPS, PAGE(S) 6 AND A COPY
ENTERED INTO BOOK 2 OF MAPS, PAGE 52.
EXCEPTING THEREFROM THOSE PORTIONS OF SAID PARCELS 18, 19 AND 20 AS
PER DOCUMENT RECORDED JANUARY 31, 2020 AS INSTRUMENT No. 2020-008957 OF
OFFICIAL RECORDS.
A-2
4834-3297-2765v5/200855-0003
DESCRIPTION A-1: Commonly described as the site of City Hall and City Hall Annex
All that real property situated in the City of South San Francisco, County of San Mateo, State
of California, described as follows:
LOTS 1 THROUGH 10 AND LOTS 31 THROUGH 40, INCLUSIVE, AND THAT PORTION OF
FOURTH LANE ABUTTING THE ABOVE LOTS AS ABANDONED BY THE CITY OF SOUTH
SAN FRANCISCO, IN BLOCK 116, AS SHOWN ON THAT CERTAIN MAP ENTITLED MAP
OF SOUTH SAN FRANCISCO, PLAT NO. 1, FILED IN THE OFFICE OF THE COUNTY
RECORDER OF SAN MATEO COUNTY, STATE OF CALIFORNIA, ON MARCH 01, 1892 IN
BOOK 2 OF MAPS, PAGE 52.
APN: 012-304-010
A-3
4834-3297-2765v5/200855-0003
DESCRIPTION A-2: Commonly described as the site of the Public Works Corporation Yard
All that real property situated in the City of South San Francisco, County of San Mateo, State
of California, described as follows:
PARCEL A AS SHOWN ON THAT CERTAIN PARCEL MAP NO. 84-222, FILED FOR
RECORD NOVEMBER 15, 1984 IN BOOK 55 OF PARCEL MAPS, PAGE 35, SAN MATEO
COUNTY RECORDS.
APN: 014-051-100
A-4
4834-3297-2765v5/200855-0003
DESCRIPTION A-3: Commonly described as the site of the City Senior Center
All that real property situated in the City of South San Francisco, County of San Mateo, State
of California, described as follows:
THE EASTERLY 1/2 OF LOT 38 AND ALL OF LOTS 39 AND 40 IN BLOCK 96 , AS SHOWN
ON THAT CERTAIN MAP ENTITLED "SOUTH SAN FRANCISCO, SAN MATEO CO. CAL,
PLAT NO. 1", FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN MATEO
COUNTY, STATE OF CALIFORNIA, ON MARCH 01, 1892 IN BOOK "B“ OF MAPS, PAGE 6
AND A COPY THEREOF ENTERED IN BOOK 2 OF MAPS, PAGE 52.
APN: 012-241-200
A-5
4834-3297-2765v5/200855-0003
DESCRIPTION A-4: Commonly described as the site of Fire Station #61
All that real property situated in the City of South San Francisco, County of San Mateo, State
of California, described as follows:
BEGINNING AT THE POINT WHICH BEARS NORTH 74 27' WEST 415.95 FEET FROM THE
MOST WESTERLY CORNER OF THAT CERTAIN 1.320 ACRE TRACT OF LAND
DESCRIBED IN DEED FROM SOUTH SAN FRANCISCO LAND AND IMPROVEMENT
COMPANY, A CORPORATION, TO SOUTH CITY LUMBER AND SUPPLY COMPANY,
RECORDED IN BOOK 1081 OF OFFICIAL RECORDS, PAGE 68 THEREOF, RECORDS OF
SAN MATEO COUNTY, CALIFORNIA; RUNNING THENCE FROM SAID POINT OF
BEGINNING, NORTH 74 27' WEST 336.59 FEET TO A POINT OF THE EASTERLY LINE OF
THAT CERTAIN 0.958 ACRE TRACT OF LAND DESCRIBED AS PARCEL I, IN A DEED
FROM SOUTH SAN FRANCISCO LAND AND IMPROVEMENT COMPANY, A
CORPORATION, TO CITY OF SOUTH SAN FRANCISCO, RECORDED IN BOOK 1111 OF
OFFICIAL RECORDS, PAGE 162 THEREOF; THENCE SOUTH 15 33' WEST ON AND ALONG
SAID LAST MENTIONED LINE 255.52 FEET TO THE MOST SOUTHERLY CORNER OF
SAID 0.958 ACRE TRACT; THENCE SOUTH 74 27' EAST 336.59 FEET AND NORTH 15 33'
EAST 255.52 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THE LANDS
CONVEYED TO THE SAN MATEO COUNTY FLOOD CONTROL DISTRICT BY DEED
RECORDED IN BOOK 6784 OF OFFICIAL RECORDS, PAGE 205 (22525-AI) RECORDS OF
SAN MATEO COUNTY, CALIFORNIA.
ASSESSOR'S PARCEL NO: 014-061-110
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DESCRIPTION A-5: Commonly described as the site of the Library, Parks and Recreation
and Community Theater / Council Chamber (LPR)
All that real property situated in the City of South San Francisco, County of San Mateo, State
of California, described as follows:
PARCEL 1:
BOUNDED ON THE NORTHEAST BY PARCEL 5, SAN MATEO COUNTY LANDS,
DESCRIBED IN THE DEED FROM THE MARKET STREET RAILWAY COMPANY TO THE
CITY AND COUNTY OF SAN FRANCISCO RECORDED IN BOOK 1161 OF OFFICIAL
RECORDS, PAGE 1; ON THE NORTHWEST BY THE SOUTHEASTERLY BOUNDARY OF
THE PARCEL CONVEYED BY ALVINA M. BORTISTO KAISER FOUNDATION HOSPITALS
BY DEED DATED SEPTEMBER 12, 1966 AND RECORDED SEPTEMBER 14, 1966 IN BOOK
5214 OF OFFICIAL RECORDS, PAGE 708 (FILE NO. 95676-Z), ON THE SOUTHWEST BY
THE PARCEL OF LAND CONVEYED BY JAMES L. FLOOD TO COUNTY OF SAN MATEO
BY DEED DATED MARCH 10, 1913 AND RECORDED MAY 19, 1913 IN BOOK 225 OF
DEEDS, PAGE 14 (EL CAMINO REAL) IN THE SAN MATEO COUNTY RECORDS AND ON
THE SOUTHEAST BY THE NORTHWESTERLY LINE OF CHESTNUT AVENUE.
APN: 011-326-030
PARCEL 2:
REAL PROPERTY IN THE CITY OF SOUTH SAN FRANCISCO, COUNTY OF SAN MATEO,
STATE OF CALIFORNIA, BEING A PORTION OF PARCEL 5 AS DESCRIBED IN THE DEED
FROM THE MARKET STREET RAILWAY COMPANY TO THE CITY AND COUNTY OF SAN
FRANCISCO RECORDED SEPTEMBER 29, 1944 IN BOOK 1161, PAGE 1 OF OFFICIAL
RECORDS AND A PORTION OF PARCEL 24 AS DESCRIBED IN THE DEED FROM THE
SPRING VALLEY WATER COMPANY TO THE CITY AND COUNTY OF SAN FRANCISCO
RECORDED MARCH 03, 1930 IN BOOK 491, PAGE 1 OF OFFICIAL RECORDS, MORE
PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHERLY CORNER
OF PARCEL D-3102-1 DESCRIBED IN EXHIBIT A-4 ATTACHED TO THE FINAL ORDER OF
CONDEMNATION FILED IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA IN
AND FOR THE COUNTY OF SAN MATEO, ENTITLED "SAN MATEO COUNTY TRANSIT
DISTRICT, PLAINTIFF, VS. CITY AND COUNTY OF SAN FRANCISCO, DEFENDANT",
CASE NO. 405695, RECORDED FEBRUARY 11, 2004 AS INSTRUMENT NO. 2004- 025111,
OFFICIAL RECORDS OF SAN MATEO COUNTY; THENCE THROUGH THE FOLLOWING
NUMBERED COURSES:
1) FROM THE BEGINNING POINT OF A CURVE TO THE LEFT HAVING A RADIUS OF
3919.52 FEET AND A CENTRAL ANGLE OF 02° 11' 36" FROM WHICH THE RADIUS POINT
BEARS NORTH 54° 26' 41" EAST, SOUTHEASTERLY ALONG SAID CURVE, AN ARC
LENGTH OF 150.04 FEET TO THE TRUE POINT OF BEGINNING; THENCE
2) CONTINUING ALONG SAID CURVE TO THE LEFT HAVING A RADIUS OF 3919.52 FEET
THROUGH A CENTRAL ANGLE OF 04° 20' 39" AN ARC LENGTH OF 297.18 FEET; THENCE
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4834-3297-2765v5/200855-0003
3) SOUTH 42° 52' 23" EAST 499.97 FEET TO THE BEGINNING OF A CURVE TO THE LEFT
HAVING A RADIUS OF 3944.52 FEET FROM WHICH THE RADIUS POINT BEARS NORTH
40° 37' 34" EAST; THENCE
4) ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 02° 31' 17" AN ARC LENGTH
OF 173.58 FEET TO THE NORTHWESTERLY LINE OF CHESTNUT AVENUE, 112 FEET
WIDE; THENCE
5) NORTH 57° 58' 43" EAST ALONG SAID AVENUE 90.50 FEET TO THE BEGINNING POINT
OF A CURVE TO THE RIGHT HAVING A RADIUS OF 3859.53 FEET FROM WHICH THE
RADIUS POINT BEARS NORTH 37° 38' 52" EAST; THENCE
6) NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 14° 36'
13" AN ARC LENGTH OF 983.73 FEET; THENCE
7) SOUTH 52° 15' 05" WEST 59.99 FEET TO THE TRUE POINT OF BEGINNING.
APNS: 093-331-070 AND 093-331-080
A-8
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DESCRIPTION A-6: Commonly described as the Police Operations & 911 Dispatch Center
All that real property situated in the City of South San Francisco, County of San Mateo, State
of California, described as follows:
BEGINNING AT A POINT ON THE NORTHWESTERLY LINE OF CHESTNUT AVENUE, AS
SAID LINE IS DESCRIBED IN THAT CERTAIN QUIT CLAIM DEED FROM CALIFORNIA
WATER SERVICE COMPANY, A CORPORATION, TO THE CITY OF SAN FRANCISCO,
DATED MARCH 29, 1949 AND RECORDED APRIL 13, 1949 IN BOOK 1648 OF OFFICIAL
RECORDS OF SAN MATEO COUNTY, PAGE 61, (85325-H) DISTANT THEREON 43° 33'
WEST, 110.03 FEET AND SOUTH 56° 45' 35" WEST, 99.15 FEET FROM THE INTERSECTION
THEREOF WITH THE NORTHEASTERLY LINE OF A 50.00 FOOT WIDE EASEMENT
DESCRIBED AS PARCEL ONE IN THE DEED FROM CALIFORNIA WATER SERVICE
COMPANY, A CORPORATION, TO THE CITY OF SOUTH SAN FRANCISCO, DATED
AUGUST 12, 1935 AND RECORDED MARCH 09, 1936 IN BOOK 680 OF OFFICIAL
RECORDS OF SAN MATEO COUNTY, PAGE 232, (75074-C), SAID POINT ALSO BEING
SOUTH 15° 33' WEST, 92.64 FEET, SOUTH 43° 33' WEST, 575.29 FEET, NORTH 59° 39' 57"
WEST, 82.18 FEET, SOUTH 43° 33' WEST, 110.03 FEET AND SOUTH 56° 45' 35" WEST, 99.15
FEET FROM THE SOUTHWESTERLY CORNER OF BLOCK 79, AS SAID BLOCK IS SHOWN
ON "MAP OF SOUTH SAN FRANCISCO PLAT NO. 1", WHICH MAP WAS FILED IN THE
OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA,
IN BOOK "B" OF MAPS, PAGE 6, AND A COPY ENTERED IN BOOK 2 OF MAPS, PAGE 52;
THENCE FROM SAID POINT OF BEGINNING ALONG SAID NORTHWESTERLY LINE OF
CHESTNUT AVENUE, SOUTH 56° 45' 35" WEST, 193.00 FEET TO A POINT THEREON,
DISTANT NORTH 56° 45' 35" EAST, 23.84 FEET FROM THE NORTHEASTERLY LINE OF
MISSION ROAD; THENCE LEAVING CHESTNUT AVENUE WESTERLY, TANGENT TO
THE PRECEDING COURSE, ON THE ARC OF A CURVE TO THE RIGHT HAVING A
RADIUS OF 30.00 FEET AND A CENTRAL CURVE ANGLE OF 76° 56' 35", AN ARC
DISTANCE OF 40.29 FEET TO A POINT ON SAID NORTHEASTERLY LINE OF MISSION
ROAD; THENCE ALONG SAID LINE OF MISSION ROAD, TANGENT TO THE PRECEDING
CURVE, NORTH 46° 17' 50" WEST, 77.75 FEET; THENCE NORTHWESTERLY, TANGENT
TO THE PRECEDING COURSE, ON THE ARC OF A CURVE TO THE RIGHT HAVING A
RADIUS OF 467.00 FEET AND A CENTRAL ANGLE OF 25° 21' 39", AN ARC DISTANCE
206.71 FEET; THENCE LEAVING MISSION ROAD NORTH 56° 45' 35" EAST, 241.16 FEET;
THENCE AT RIGHT ANGLES SOUTH 33° 14' 25" EAST, 304.00 FEET TO THE POINT OF
BEGINNING.
TOGETHER WITH A DRAINAGE EASEMENT 10 FEET IN WIDTH LYING
SOUTHEASTERLY OF, PARALLEL AND ADJACENT TO THE NORTHEASTERLY
PRODUCTION OF THE COURSE HEREINABOVE DESIGNATED AS "NORTH 56° 45' 35"
EAST, 241.16 FEET" AND EXTENDING FROM THE NORTHEASTERLY TERMINUS OF
SAID COURSE 67.67 FEET TO A LINE WHICH BEARS 59° 39' 57" EAST.
TOGETHER WITH AN EASEMENT FOR SEWER PURPOSES OVER A STRIP OF LAND 10
FEET WIDE, LYING 5 FEET EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE:
BEGINNING AT A POINT IN THE NORTHEASTERLY LINE OF THE FIRST ABOVE
DESCRIBED PARCEL, DISTANT ON SAID LINE NORTH 33° 14' 25" WEST, 81.00 FEET
FROM THE MOST EASTERLY CORNER OF SAID PARCEL; THENCE FROM SAID POINT
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4834-3297-2765v5/200855-0003
OF BEGINNING NORTH 74° 50' 00" EAST, 195.49 FEET TO A POINT IN THE
NORTHWESTERLY LINE OF CHESTNUT AVENUE, SAID EASEMENT IS CONTIGUOUS AT
IS
WESTERLY EXTREMITY WITH THE NORTHEASTERLY LINE OF SAID FIRST ABOVE
DESCRIBED PARCEL, AND IS CONTIGUOUS AT ITS EASTERLY EXTREMITY WITH THE
NORTHWESTERLY LINE OF CHESTNUT AVENUE.
APN: 011-322-030
A-10
4834-3297-2765v5/200855-0003
DESCRIPTION A-7: Commonly described as Westborough Park and Fire Station #64
All that real property situated in the City of South San Francisco, County of San Mateo, State
of California, described as follows:
PARCEL 1:
BEGINNING AT THE INTERSECTION OF THE CENTERLINE OF GALWAY PLACE WITH
THE NORTHERLY BOUNDARY LINE TRACT NO. 798, WESTBOROUGH UNIT NO. 1B, AS
SHOWN ON THAT CERTAIN MAP ENTITLED "TRACT NO. 798, WESTBOROUGH UNIT
NO. 1B, SAN MATEO COUNTY, CALIFORNIA", WHICH MAP WAS FILED IN THE OFFICE
OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA ON
SEPTEMBER 13, 1961 IN BOOK 55 OF MAPS, PAGES 16 AND 17; SAID NORTHERLY
BOUNDARY LINE BEING ALSO THE SOUTHERLY RIGHT OF WAY LINE OF
WESTBOROUGH BOULEVARD, 90.00 FEET WIDE, AS DESCRIBED IN THE DEED FILED
IN BOOK 4033 OFFICIAL RECORDS OF SAN MATEO COUNTY, PAGE 514; THENCE
ALONG THE NORTHEASTERLY PROLONGATION OF THE CENTERLINE OF THE
AFORESAID GALWAY PLACE, NORTH 27° 10' EAST 90.60 FEET TO A POINT IN THE
NORTHERLY, LINE OF SAID WESTBOROUGH BOULEVARD; THENCE ALONG THE
NORTHERLY LINE OF SAID WESTBOROUGH BOULEVARD, WESTERLY; ON THE ARC
OF A CURVE TO THE LEFT, FROM A TANGENT BEARING NORTH 62° 50' WEST, WITH A
RADIUS OF 1045.00 FEET, SUBTENDING A CENTRAL ANGLE OF 9° 21' AN ARC
DISTANCE OF 170.34 FEET TO THE TRUE POINT OF BEGINNING; THENCE FROM SAID
TRUE POINT OF BEGINNING, AND CONTINUING ALONG THE NORTHERLY LINE OF
SAID WESTBOROUGH BOULEVARD, WESTERLY, ON THE ARC OF A CURVE TO THE
LEFT, FROM A TANGENT BEARING NORTH 72° 11' WEST, WITH A RADIUS OF 1045
FEET, SUBTENDING A CENTRAL ANGLE OF 6° 47' 50", AN ARC DISTANCE OF 123.97
FEET; ON THE ARC OF A CURVE TO THE LEFT, FROM A TANGENT BEARING NORTH
78° 58' 50" WEST, WITH A RADIUS OF 1300 FEET, SUBTENDING A CENTRAL ANGLE OF
8° 17' 10", AN ARC DISTANCE OF 188.01 FEET, THENCE LEAVING SAID WESTBOROUGH
BOULEVARD LINE, NORTH 9° 50' 43" WEST 606.65 FEET; NORTH 5° 57' WEST 22.00 FEET;
NORTH 84° 03' EAST 215.00 FEET; SOUTH 5° 57' EAST 12.00 FEET; NORTH 84° 03' EAST
80.00 FEET; NORTH 5° 57' WEST 12.00 FEET; NORTH 84° 03' EAST 119.69 FEET; NORTH 86°
21' 50" EAST 470.70 FEET; SOUTH 18° 50' WEST 350.36 FEET; ON THE ARC OF A CURVE
TO THE RIGHT, TANGENT TO THE LAST PRECEDING COURSE, WITH A RADIUS OF
1100.00 FEET, SUBTENDING A CENTRAL ANGLE OF 8° 20', AN ARC DISTANCE OF 159.99
FEET; SOUTH 27° 10' WEST, 95.11 FEET; NORTH 62° 50' WEST 185.350 FEET; AND SOUTH
17° 49' WEST 280.50 FEET TO THE TRUE POINT OF BEGINNING.
APN: 091-150-080
PARCEL 2:
COMMENCING FOR REFERENCE AT THE INTERSECTION OF THE CENTERLINE OF
GALWAY PLACE WITH THE NORTHERLY BOUNDARY LINE OF TRACT NO. 798,
WESTBOROUGH UNIT NO. 1B, AS SHOWN ON THAT CERTAIN MAP ENTITLED "TRACT
NO. 798, WESTBOROUGH UNIT NO. 1B, SAN MATEO COUNTY, CALIFORNIA", FILED IN
THE OFFICE OF THE COUNTY RECORDER OF SAN MATEO COUNTY, STATE OF
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4834-3297-2765v5/200855-0003
CALIFORNIA, ON SEPTEMBER 13, 1961 IN BOOK 55 OF MAPS, PAGE(S) 16 AND 17; SAID
NORTHERLY BOUNDARY LINE BEING ALSO THE SOUTHERLY RIGHT OF WAY OF
WESTBOROUGH BOULEVARD 90.00 FEET WIDE AS DESCRIBED IN VOLUME 4033 OF
OFFICIAL RECORDS OF THE COUNTY OF SAN MATEO, PAGE 514; THENCE ALONG THE
NORTHEASTERLY PROLONGATION OF THE CENTERLINE OF AFORESAID GALWAY
PLACE NORTH 27° 10" EAST 118.32 FEET; LEAVING SAID LINE AT A RIGHT ANGLE
NORTH 62° 50' WEST 30.00 FEET TO THE TRUE POINT OF BEGINNING IN THE LINE
PARALLEL WITH SAID NORTHEASTERLY
PROLONGATION OF THE CENTERLINE OF GALWAY PLACE AND AT RIGHT ANGLES
DISTANT 30.00 FEET THEREOF; THENCE FROM SAID TRUE POINT OF BEGINNING
ALONG SAID PARALLEL LINE NORTH 27° 10' EAST 234.57 FEET; LEAVING SAID LINE
AT A RIGHT ANGLE NORTH 62° 50' WEST 185.35 FEET; SOUTH 17° 49' WEST 280.50 FEET
TO A POINT IN THE NORTHERLY LINE OF AFORESAID WESTBOROUGH BOULEVARD;
THENCE ALONG LAST SAID LINE EASTERLY FROM A TANGENT BEARING SOUTH 72°
11' EAST, ON THE ARC OF A CURVE TO THE RIGHT WITH A RADIUS OF 1045.00 FEET,
SUBTENDING A CENTRAL ANGLE OF 6° 09' 02", AN ARC DISTANCE OF 112.18 FEET TO
A POINT OF REVERSE CURVATURE; LEAVING SAID NORTHERLY LINE OF
WESTBOROUGH BOULEVARD EASTERLY, FROM A TANGENT BEARING SOUTH 66° 01'
58" EAST, ON THE ARC OF A CURVE TO THE LEFT WITH A RADIUS OF 30.00 FEET,
SUBTENDING A CENTRAL ANGLE OF 86° 48' 02", AN ARC DISTANCE OF 45.45 FEET TO
THE TRUE POINT OF BEGINNING.
APN: 091-150-090
Stradling Yocca Carlson & Rauth
Draft of 5/4/21
4812-5580-1565v5/200855-0003
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, CA 92660
Attn: Brian Forbath, Esq.
(Space above for Recorder’s Use)
This First Amendment to Lease Agreement is recorded for the benefit of the City of South San Francisco and is
exempt from California documentary transfer tax pursuant to Section 11928 of the California Revenue and Taxation
Code and from recording fees pursuant to Sections 6103, 27383 and 27388.1 (a)(2)(D) and (d)(2) of the California
Government Code. Lease term less than 35 years.
FIRST AMENDMENT TO LEASE AGREEMENT
Dated as of June 1, 2021
amending and supplementing the
LEASE AGREEMENT
dated as of March 1, 2020
by and between
CITY OF SOUTH SAN FRANCISCO
and
CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY
Relating to
$_________
CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY
(COMMUNITY CIVIC CAMPUS AND MULTIPLE CAPITAL PROJECTS)
LEASE REVENUE BONDS, SERIES 2021A
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4812-5580-1565v5/200855-0003
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS .............................................................................................................. 2
Section 1.01 Definitions ........................................................................................................ 2
ARTICLE II AMENDMENTS AND EFFECTIVENESS ................................................................. 3
Section 2.01 Addition to Existing Property ........................................................................... 3
Section 2.02 Amendment to Base Rental Payment Schedule in Exhibit B ........................... 3
Section 2.03 Amendment to Section 2.02 of 2020 Lease AgreementError! Bookmark not defined.
Section 2.04 Effectiveness of First Amendment to Lease Agreement .................................. 3
ARTICLE III USE OF PROCEEDS ................................................................................................... 4
Section 3.01 Use of Proceeds of the Series 2021A Bonds .................................................... 4
ARTICLE IV PREPAYMENT .......................................................... Error! Bookmark not defined.
Section 4.01 Prepayment ....................................................................................................... 4
ARTICLE V MISCELLANEOUS ..................................................................................................... 5
Section 5.01 Substitution of 2021A Project as Property ..... Error! Bookmark not defined.
Section 5.02 Survival of 2020 Lease Agreement .................................................................. 5
Section 5.03 Binding Effect .................................................................................................. 5
Section 5.04 Validity and Severability .................................................................................. 5
Section 5.05 California Law .................................................................................................. 6
Section 5.06 Section Headings .............................................................................................. 6
Section 5.07 Execution .......................................................................................................... 6
Signatures ............................................................................................................................... S-1
EXHIBIT A LEGAL DESCRIPTION ....................................................................................... A-1
EXHIBIT B BASE RENTAL PAYMENT SCHEDULE .......................................................... B-1
EXHIBIT C DESCRIPTION OF 2021A PROJECT .................................................................. C-1
4812-5580-1565v5/200855-0003
FIRST AMENDMENT TO LEASE AGREEMENT
This First Amendment to Lease Agreement (the “First Amendment to Lease Agreement”),
dated as of June 1, 2021, is by and between the CITY OF SOUTH SAN FRANCISCO PUBLIC
FACILITIES FINANCING AUTHORITY (the “Authority”), a joint exercise of powers entity duly
organized and existing under and by virtue of the laws of the State of California, as lessor, and the
CITY OF SOUTH SAN FRANCISCO (the “City”), a municipal corporation and general law city
duly organized and existing under and by virtue of the Constitution and laws of the State of
California, as lessee, and supplements and amends the Lease Agreement, dated as of March 1, 2020
(the “2020 Lease Agreement”), by and between the Authority and the City, as evidenced by that
certain Memorandum of Lease Agreement recorded on March 11, 2020 in the Official Records of the
County of San Mateo as Instrument No. 2020-022004 (as supplemented and amended by this First
Amendment to Lease Agreement, the “Lease Agreement”).
W I T N E S S E T H:
WHEREAS, the Authority and The Bank of New York Mellon Trust Company, N.A., as
trustee (the “Trustee”), have entered into an Indenture, dated as of March 1, 2020 (the “2020
Indenture”), providing for the issuance of bonds secured on a parity thereunder; and
WHEREAS, in order to provide for the payment of the bonds issued under the 2020
Indenture, the City and the Authority have entered into the Ground Lease, dated as of March 1, 2020
(the “2020 Ground Lease”), pursuant to which the City leased to the Authority certain real property
belonging to the City, together with the City owned improvements located thereon, as described in
Exhibit A thereto (collectively, the “Existing Property”), and the 2020 Lease Agreement, pursuant to
which the Authority leased to the City the Existing Property; and
WHEREAS, pursuant to Sections 3.05 and 3.06 of the 2020 Indenture, the Authority may at
any time issue Additional Bonds pursuant to a Supplemental Indenture (as defined in the 2020
Indenture); and
WHEREAS, pursuant to Section 10.07 of the 2020 Lease Agreement, the 2020 Lease
Agreement may be amended to provide for the issuance of Additional Bonds (as defined in the 2020
Indenture) and to make such other changes or modifications as the Authority or the City may deem
desirable or necessary, and which shall not materially adversely affect the interests of the Owners;
and
WHEREAS, the City has determined in Resolution No. ____ that it is in the public interest
and will benefit the citizens of the City to have the Authority issue its City of South San Francisco
Public Facilities Financing Authority (Community Civic Campus and Multiple Capital Projects)
Lease Revenue Bonds, Series 2021A in the aggregate principal amount of $________ as Additional
Bonds pursuant to the 2020 Indenture, as amended and supplemented by the First Supplemental
Indenture (the “First Supplemental Indenture”) to finance the costs of the acquisition, design,
construction, installation, improvement, replacement and equipping of certain capital improvement
projects of the City described in Exhibit C hereto (collectively, the “2021A Project”); and
WHEREAS, to finance the 2021A Project, the City and the Authority will enter into a First
Amendment to Ground Lease, dated as of even date herewith (the “First Amendment to Ground
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4812-5580-1565v5/200855-0003
Lease”), which supplements and amends the 2020 Ground Lease by adding additional real property
to the Existing Property leased thereunder, and into this First Amendment to Lease Agreement
pursuant to which the City will lease back the additional real property added to the Existing Property
pursuant to the First Amendment to Ground Lease as a part of the property leased to the City
described in Exhibit A hereto, and agree to make Base Rental Payments sufficient to pay debt service
on the Series 2020A Bonds and the Series 2021A Bonds; and
WHEREAS, the City and Authority desire to amend the 2020 Lease Agreement to provide
that, upon the completion of Phase I of the Project (as defined in the 2020 Lease Agreement) and
Community Civic Campus – Phase II, certain of the Property may be released from the Ground Lease
and the Lease Agreement in accordance with the provisions of the Lease Agreement; and
WHEREAS, to provide funds to finance the 2021A Project, the Authority has issued the
Series 2021A Bonds pursuant to the Indenture (as defined herein); and
WHEREAS, in recognition of the issuance of the Series 2021A Bonds, the Base Rental
Payments shall be increased as described herein from those set forth in the 2020 Lease Agreement;
and
WHEREAS, all acts, conditions and things required by law to exist, to have happened and to
have been performed precedent to and in connection with the execution and entering into of this First
Amendment to Lease Agreement do exist, have happened and have been performed in a regular and
due time, form and manner as required by law, and the parties hereto are now duly authorized to
execute and enter into this First Amendment to Lease Agreement.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the
parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. Except as otherwise provided in Section 1.01 of this First
Amendment to Lease Agreement, all terms used herein which are defined in the 2020 Lease
Agreement shall have the meanings assigned to them therein. Unless the context otherwise requires,
the terms defined in this Section shall for all purposes hereof and of any supplement and amendment
of the Lease Agreement have the meanings herein specified. All other capitalized terms used herein
without definition shall have the meanings as set forth in the Indenture.
“Assignment Agreement” means the Assignment Agreement, dated as of March 1, 2020, as
amended by the First Amendment to Assignment Agreement, dated as of June 1, 2021, each by and
between the Authority and the Trustee, as originally executed and as it may from time to time be
further amended in accordance with the provisions thereof.
“Base Rental Payment Schedule” means the schedule of Base Rental Payments payable to
the Authority from the City pursuant to Section 3.01 of the 2020 Lease Agreement and attached
hereto as Exhibit B, as from time to time amended as permitted in the Lease Agreement.
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4812-5580-1565v5/200855-0003
“Community Civic Campus – Phase II” means the portion of the 2021A Project located on
the property described under the heading “DESCRIPTION A-5: Commonly described as the site of
the Library, Parks and Recreation and Community Theater / Council Chamber (LPR)” in Exhibit A
hereto.
“Delivery Date” means, with respect to the Series 2021A Bonds, June __, 2021.
“Ground Lease” means the Ground Lease, dated as of March 1, 2020, as amended by the
First Amendment to Ground Lease, dated as of June 1, 2021, each by and between the City and the
Authority, as originally executed and as it may from time to time be further amended in accordance
with to the provisions thereof and of the Lease Agreement.
“Indenture” means the Indenture, dated as of March 1, 2020, as originally executed, as
supplemented by the First Supplemental Indenture, dated as of June 1, 2021, each by and among the
Authority, the City and the Trustee, and as it may from time to time be further amended or
supplemented in accordance with the provisions thereof.
“Lease Agreement” means the Lease Agreement, dated as of March 1, 2020, as originally
executed, as supplemented and amended by this First Amendment to Lease Agreement, and as it may
from time to time be further amended in accordance with the provisions hereof.
“Series 2021A Bonds” means the South San Francisco Public Facilities Financing Authority
(Community Civic Campus and Multiple Capital Projects) Lease Revenue Bonds, Series 2021A
issued under the Indenture.
ARTICLE II
AMENDMENTS AND EFFECTIVENESS
Section 2.01 Addition to Existing Property. The City has previously leased from the
Authority the Existing Property described in Exhibit A to the 2020 Lease Agreement and now desires
to lease additional real property from the Authority pursuant to the terms of the 2020 Lease
Agreement, which additional real property is described in Exhibit A hereto under the headings
DESCRIPTION A-1: Commonly described as the site of City Hall and City Hall Annex”;
“DESCRIPTION A-2: Commonly described as the site of the Public Works Corporation Yard”;
“DESCRIPTION A-3: Commonly described as the site of the City Senior Center”; “DESCRIPTION
A-4: Commonly described as the site of Fire Station #61”; “DESCRIPTION A-5: Commonly
described as the site of the Library, Parks and Recreation and Community Theater / Council
Chamber (LPR)”; “DESCRIPTION A-6: Commonly described as the Police Operations & 911
Dispatch Center”; and “DESCRIPTION A-7: Commonly described as Westborough Park and Fire
Station #64.” The Property includes all of the property described in Exhibit A attached hereto.
Section 2.02 Amendment to Base Rental Payment Schedule in Exhibit B. The Base
Rental Schedule as shown in Exhibit B of the 2020 Lease Agreement, is hereby amended and
supplemented by deleting Exhibit B in its entirety and substituting the attached Exhibit B therefor.
Section 2.03 Amendment to Section 5.01(c) of the 2020 Lease Agreement. Section
5.01(c) of the 2020 Lease Agreement is hereby amended and restated in its entirety to read as
follows:
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4812-5580-1565v5/200855-0003
“(c) The City shall maintain or cause to be maintained, fire, lightning and special
extended coverage insurance (which shall include coverage for vandalism and malicious mischief,
but need not include coverage for earthquake damage) on all improvements constituting any part of
the Property, which with respect to any portion of the Property for which initial construction of
improvements thereon has not been completed, initially may be in the form of a builder’s risk policy
providing coverage in an amount not less than the construction costs expended for such projects and,
if no builder’s risk policy is in effect, in an amount not less than 100% of the replacement cost of
such improvements. All insurance required to be maintained pursuant to this subsection may be
subject to a deductible in an amount not to exceed $500,000. The City’s obligations under this
subsection may be satisfied by self-insurance, provided such self-insurance complies with the
provisions of Section 5.04 hereof.”
Section 2.04 Amendment to Section 9.04 of 2020 Lease Agreement. Section 9.04 of the
2020 Lease Agreement is hereby amended and restated in its entirety to read as follows:
“Substitution of Project as Property. In addition to the release and substitution of property
pursuant to Section 9.03 hereof, upon completion of Phase I and Community Civic Campus – Phase
II, the portions of the Property other than Phase I and Community Civic Campus – Phase II and the
related real property upon which the Phase I and Community Civic Campus – Phase II improvements
are located (all as described in Exhibit A to the First Amendment to Lease Agreement under the
following headings “DESCRIPTION A-5: Commonly described as the site of the Library, Parks and
Recreation and Community Theater / Council Chamber (LPR)” and “DESCRIPTION A-6:
Commonly described as the Police Operations & 911 Dispatch Center”) may be released from this
Lease Agreement and the Ground Lease, provided however, that no such release shall occur until
there is delivered to the Trustee a Written Certificate of the City that the conditions set forth in
Section 9.03(b) and (c) above have been satisfied and that the City has beneficial use and occupancy
of the Property not being released.”
Section 2.05 Effectiveness of First Amendment to Lease Agreement. This First
Amendment to Facility Lease shall be effective on the Delivery Date of the Series 2021A Bonds.
ARTICLE III
USE OF PROCEEDS
Section 3.01 Use of Proceeds of the Series 2021A Bonds. The parties hereto agree that
the proceeds of the Series 2021A Bonds will be used to pay the costs of the 2021A Project and to pay
for costs of issuance of the Series 2021A Bonds.
ARTICLE IV
PREPAYMENT
Section 4.01 Prepayment.
(a) The City may prepay all or a portion of the Base Rental Payments attributable
to the Series 2021A Bonds which are payable on or after June 1, 20__, from any source of available
funds, on any date on or after June 1, 20__, by paying (i) all or a portion, as selected by the City, of
5
4812-5580-1565v5/200855-0003
the principal components of such Base Rental Payments, and (ii) the accrued but unpaid interest
component of such Base Rental Payments to be prepaid to the date of such prepayment.
(b) The City may prepay, from any source of available funds, all or any portion
of the Base Rental Payments attributable to the Series 2021A Bonds by depositing with the Trustee
moneys or securities as provided, and subject to the terms and conditions set forth, in Article X of the
Indenture sufficient to make such Base Rental Payments when due or to make such Base Rental
Payments through a specified date on which the City has a right to prepay such Base Rental
Payments pursuant to subsection (a) of this Section, and to prepay such Base Rental Payments on
such prepayment date, at a prepayment price determined in accordance with subsection (a) of this
Section.
(c) If less than all of the Base Rental Payments attributable to the Series 2021A
Bonds are prepaid pursuant to this Section then, as of the date of such prepayment pursuant to
subsection (a) of this Section, or the date of a deposit pursuant to subsection (b) of this Section, the
principal and interest components of such Base Rental Payments shall be recalculated in order to take
such prepayment into account. The City agrees that if, following a partial prepayment of such Base
Rental Payments, the Property is damaged or destroyed or taken by eminent domain, or a defect in
title to the Property is discovered, the City shall not be entitled to, and by such prepayment waives
the right of, abatement of such prepaid Base Rental Payments and the City shall not be entitled to any
reimbursement of such Base Rental Payments.
(d) Prepayments of Base Rental Payments attributable to the Series 2021A Bonds
made pursuant to this Section shall be applied to the redemption of Series 2021A Bonds as directed
by the City and as provided in Section 15.01 of the First Supplemental Indenture.
(e) Before making any prepayment pursuant to this Article, the City shall give
written notice to the Authority and the Trustee specifying the date on which the prepayment will be
made, which date shall be not less than 45 nor more than 60 days from the date such notice is given
to the Authority.
ARTICLE V
MISCELLANEOUS
Section 5.01 Survival of 2020 Lease Agreement. Except as otherwise amended hereby,
the 2020 Lease Agreement shall remain in full force and effect.
Section 5.02 Binding Effect. This First Amendment to Lease Agreement shall inure to the
benefit of and shall be binding upon the Authority and the City and their respective successors and
assigns.
Section 5.03 Validity and Severability. If for any reason this First Amendment to Lease
Agreement shall be held by a court of competent jurisdiction to be void, voidable or unenforceable
by the Authority or by the City, or if for any reason it is held by such a court that any of the
covenants and conditions of the City hereunder, including the covenant to pay Rental Payments, is
unenforceable for the full term hereof; then and in such event the Lease Agreement is and shall be
deemed to be a Lease Agreement under which the Rental Payments are to be paid by the City
annually in consideration of the right of the City to possess, occupy and use the Property, and all of
6
4812-5580-1565v5/200855-0003
the terms, provisions and conditions of the Lease Agreement, except to the extent that such terms,
provisions and conditions are contrary to or inconsistent with such holding, shall remain in full force
and effect.
Section 5.04 California Law. This First Amendment to Lease Agreement shall be
governed by and construed and interpreted in accordance with the laws of the State of California.
Section 5.05 Section Headings. All section headings contained herein are for convenience
of reference only and are not intended to define or limit the scope of any provision of this First
Amendment to Lease Agreement.
Section 5.06 Execution. This First Amendment to Lease Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original, but all together shall
constitute but one and the same First Amendment to Lease Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
S-1
4812-5580-1565v5/200855-0003
IN WITNESS WHEREOF, the Authority and the City have caused this First Amendment to
Lease Agreement to be executed by their respective officers thereunto duly authorized, all as of the
day and year first above written.
CITY OF SOUTH SAN FRANCISCO
By:
Michael Futrell
City Manager
ATTEST:
Rosa Govea Acosta
City Clerk
CITY OF SOUTH SAN FRANCISCO PUBLIC
FACILITIES FINANCING AUTHORITY
By:
Michael Futrell
Executive Director
ATTEST:
Rosa Govea Acosta
Secretary
4812-5580-1565v5/200855-0003
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in the Property conveyed under the foregoing to the City of
South San Francisco, a municipal corporation and general law city duly organized and existing under
and by virtue of the Constitution and the laws of the State of California, is hereby accepted by the
undersigned officer or agent on behalf of the City Council of the City of South San Francisco,
pursuant to authority conferred by resolution of said City Council adopted on May 12, 2021, and the
grantee consents to recordation thereof by its duly authorized officer.
Dated: June __ 2021 CITY OF SOUTH SAN FRANCISCO
By:
Michael Futrell
City Manager
4812-5580-1565v5/200855-0003
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF SAN MATEO )
On ___________________ before me, ____________________________________, Notary Public,
personally appeared _____________________________________________________, who proved
to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal
SIGNATURE OF NOTARY PUBLIC
4812-5580-1565v5/200855-0003
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF SAN MATEO )
On ___________________ before me, ____________________________________, Notary Public,
personally appeared _____________________________________________________, who proved
to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal
SIGNATURE OF NOTARY PUBLIC
A-1
4812-5580-1565v5/200855-0003
EXHIBIT A
DESCRIPTION OF PROPERTY
Existing Property (Orange Memorial Park and Miller Parking Garage):
All that real property situated in the City of South San Francisco, County of San Mateo, State
of California, described as follows:
PARCEL 1:
PARCEL 1, AS SAID PARCEL IS SHOWN ON THAT CERTAIN MAP ENTITLED "PARCEL
MAP 93-300, ORANGE MEMORIAL PARK", FILED ON DECEMBER 27, 1996 IN BOOK 69 OF
PARCEL MAPS AT PAGES 57 THROUGH 59 IN THE OFFICE OF THE RECORDER OF SAN
MATEO COUNTY, STATE OF CALIFORNIA.
PARCEL 2:
LOTS 18, 19 AND 20 IN BLOCK 125, AS SHOWN ON THAT CERTAIN MAP ENTITLED
"SOUTH SAN FRANCISCO, SAN MATEO COUNTY, CALIFORNIA PLAT NO. 1", FILED IN
THE OFFICE OF THE COUNTY RECORDER OF SAN MATEO COUNTY, STATE OF
CALIFORNIA, ON MARCH 01, 1892 IN BOOK "B" OF MAPS, PAGE(S) 6 AND A COPY
ENTERED INTO BOOK 2 OF MAPS, PAGE 52.
EXCEPTING THEREFROM THOSE PORTIONS OF SAID PARCELS 18, 19 AND 20 AS
PER DOCUMENT RECORDED JANUARY 31, 2020 AS INSTRUMENT No. 2020-008957 OF
OFFICIAL RECORDS.
4812-5580-1565v5/200855-0003
DESCRIPTION A-1: Commonly described as the site of City Hall and City Hall Annex
All that real property situated in the City of South San Francisco, County of San Mateo, State
of California, described as follows:
LOTS 1 THROUGH 10 AND LOTS 31 THROUGH 40, INCLUSIVE, AND THAT PORTION OF
FOURTH LANE ABUTTING THE ABOVE LOTS AS ABANDONED BY THE CITY OF SOUTH
SAN FRANCISCO, IN BLOCK 116, AS SHOWN ON THAT CERTAIN MAP ENTITLED MAP
OF SOUTH SAN FRANCISCO, PLAT NO. 1, FILED IN THE OFFICE OF THE COUNTY
RECORDER OF SAN MATEO COUNTY, STATE OF CALIFORNIA, ON MARCH 01, 1892 IN
BOOK 2 OF MAPS, PAGE 52.
APN: 012-304-010
4812-5580-1565v5/200855-0003
DESCRIPTION A-2: Commonly described as the site of the Public Works Corporation Yard
All that real property situated in the City of South San Francisco, County of San Mateo, State
of California, described as follows:
PARCEL A AS SHOWN ON THAT CERTAIN PARCEL MAP NO. 84-222, FILED FOR
RECORD NOVEMBER 15, 1984 IN BOOK 55 OF PARCEL MAPS, PAGE 35, SAN MATEO
COUNTY RECORDS.
APN: 014-051-100
4812-5580-1565v5/200855-0003
DESCRIPTION A-3: Commonly described as the site of the City Senior Center
All that real property situated in the City of South San Francisco, County of San Mateo, State
of California, described as follows:
THE EASTERLY 1/2 OF LOT 38 AND ALL OF LOTS 39 AND 40 IN BLOCK 96 , AS SHOWN
ON THAT CERTAIN MAP ENTITLED "SOUTH SAN FRANCISCO, SAN MATEO CO. CAL,
PLAT NO. 1", FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN MATEO
COUNTY, STATE OF CALIFORNIA, ON MARCH 01, 1892 IN BOOK "B“ OF MAPS, PAGE 6
AND A COPY THEREOF ENTERED IN BOOK 2 OF MAPS, PAGE 52.
APN: 012-241-200
4812-5580-1565v5/200855-0003
DESCRIPTION A-4: Commonly described as the site of Fire Station #61
All that real property situated in the City of South San Francisco, County of San Mateo, State
of California, described as follows:
BEGINNING AT THE POINT WHICH BEARS NORTH 74 27' WEST 415.95 FEET FROM THE
MOST WESTERLY CORNER OF THAT CERTAIN 1.320 ACRE TRACT OF LAND
DESCRIBED IN DEED FROM SOUTH SAN FRANCISCO LAND AND IMPROVEMENT
COMPANY, A CORPORATION, TO SOUTH CITY LUMBER AND SUPPLY COMPANY,
RECORDED IN BOOK 1081 OF OFFICIAL RECORDS, PAGE 68 THEREOF, RECORDS OF
SAN MATEO COUNTY, CALIFORNIA; RUNNING THENCE FROM SAID POINT OF
BEGINNING, NORTH 74 27' WEST 336.59 FEET TO A POINT OF THE EASTERLY LINE OF
THAT CERTAIN 0.958 ACRE TRACT OF LAND DESCRIBED AS PARCEL I, IN A DEED
FROM SOUTH SAN FRANCISCO LAND AND IMPROVEMENT COMPANY, A
CORPORATION, TO CITY OF SOUTH SAN FRANCISCO, RECORDED IN BOOK 1111 OF
OFFICIAL RECORDS, PAGE 162 THEREOF; THENCE SOUTH 15 33' WEST ON AND ALONG
SAID LAST MENTIONED LINE 255.52 FEET TO THE MOST SOUTHERLY CORNER OF
SAID 0.958 ACRE TRACT; THENCE SOUTH 74 27' EAST 336.59 FEET AND NORTH 15 33'
EAST 255.52 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THE LANDS
CONVEYED TO THE SAN MATEO COUNTY FLOOD CONTROL DISTRICT BY DEED
RECORDED IN BOOK 6784 OF OFFICIAL RECORDS, PAGE 205 (22525-AI) RECORDS OF
SAN MATEO COUNTY, CALIFORNIA.
ASSESSOR'S PARCEL NO: 014-061-110
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DESCRIPTION A-5: Commonly described as the site of the Library, Parks and Recreation
and Community Theater / Council Chamber (LPR)
All that real property situated in the City of South San Francisco, County of San Mateo, State
of California, described as follows:
PARCEL 1:
BOUNDED ON THE NORTHEAST BY PARCEL 5, SAN MATEO COUNTY LANDS,
DESCRIBED IN THE DEED FROM THE MARKET STREET RAILWAY COMPANY TO THE
CITY AND COUNTY OF SAN FRANCISCO RECORDED IN BOOK 1161 OF OFFICIAL
RECORDS, PAGE 1; ON THE NORTHWEST BY THE SOUTHEASTERLY BOUNDARY OF
THE PARCEL CONVEYED BY ALVINA M. BORTISTO KAISER FOUNDATION HOSPITALS
BY DEED DATED SEPTEMBER 12, 1966 AND RECORDED SEPTEMBER 14, 1966 IN BOOK
5214 OF OFFICIAL RECORDS, PAGE 708 (FILE NO. 95676-Z), ON THE SOUTHWEST BY
THE PARCEL OF LAND CONVEYED BY JAMES L. FLOOD TO COUNTY OF SAN MATEO
BY DEED DATED MARCH 10, 1913 AND RECORDED MAY 19, 1913 IN BOOK 225 OF
DEEDS, PAGE 14 (EL CAMINO REAL) IN THE SAN MATEO COUNTY RECORDS AND ON
THE SOUTHEAST BY THE NORTHWESTERLY LINE OF CHESTNUT AVENUE.
APN: 011-326-030
PARCEL 2:
REAL PROPERTY IN THE CITY OF SOUTH SAN FRANCISCO, COUNTY OF SAN MATEO,
STATE OF CALIFORNIA, BEING A PORTION OF PARCEL 5 AS DESCRIBED IN THE DEED
FROM THE MARKET STREET RAILWAY COMPANY TO THE CITY AND COUNTY OF SAN
FRANCISCO RECORDED SEPTEMBER 29, 1944 IN BOOK 1161, PAGE 1 OF OFFICIAL
RECORDS AND A PORTION OF PARCEL 24 AS DESCRIBED IN THE DEED FROM THE
SPRING VALLEY WATER COMPANY TO THE CITY AND COUNTY OF SAN FRANCISCO
RECORDED MARCH 03, 1930 IN BOOK 491, PAGE 1 OF OFFICIAL RECORDS, MORE
PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHERLY CORNER
OF PARCEL D-3102-1 DESCRIBED IN EXHIBIT A-4 ATTACHED TO THE FINAL ORDER OF
CONDEMNATION FILED IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA IN
AND FOR THE COUNTY OF SAN MATEO, ENTITLED "SAN MATEO COUNTY TRANSIT
DISTRICT, PLAINTIFF, VS. CITY AND COUNTY OF SAN FRANCISCO, DEFENDANT",
CASE NO. 405695, RECORDED FEBRUARY 11, 2004 AS INSTRUMENT NO. 2004- 025111,
OFFICIAL RECORDS OF SAN MATEO COUNTY; THENCE THROUGH THE FOLLOWING
NUMBERED COURSES:
1) FROM THE BEGINNING POINT OF A CURVE TO THE LEFT HAVING A RADIUS OF
3919.52 FEET AND A CENTRAL ANGLE OF 02° 11' 36" FROM WHICH THE RADIUS POINT
BEARS NORTH 54° 26' 41" EAST, SOUTHEASTERLY ALONG SAID CURVE, AN ARC
LENGTH OF 150.04 FEET TO THE TRUE POINT OF BEGINNING; THENCE
2) CONTINUING ALONG SAID CURVE TO THE LEFT HAVING A RADIUS OF 3919.52 FEET
THROUGH A CENTRAL ANGLE OF 04° 20' 39" AN ARC LENGTH OF 297.18 FEET; THENCE
4812-5580-1565v5/200855-0003
3) SOUTH 42° 52' 23" EAST 499.97 FEET TO THE BEGINNING OF A CURVE TO THE LEFT
HAVING A RADIUS OF 3944.52 FEET FROM WHICH THE RADIUS POINT BEARS NORTH
40° 37' 34" EAST; THENCE
4) ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 02° 31' 17" AN ARC LENGTH
OF 173.58 FEET TO THE NORTHWESTERLY LINE OF CHESTNUT AVENUE, 112 FEET
WIDE; THENCE
5) NORTH 57° 58' 43" EAST ALONG SAID AVENUE 90.50 FEET TO THE BEGINNING POINT
OF A CURVE TO THE RIGHT HAVING A RADIUS OF 3859.53 FEET FROM WHICH THE
RADIUS POINT BEARS NORTH 37° 38' 52" EAST; THENCE
6) NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 14° 36'
13" AN ARC LENGTH OF 983.73 FEET; THENCE
7) SOUTH 52° 15' 05" WEST 59.99 FEET TO THE TRUE POINT OF BEGINNING.
APNS: 093-331-070 AND 093-331-080
4812-5580-1565v5/200855-0003
DESCRIPTION A-6: Commonly described as the Police Operations & 911 Dispatch Center
All that real property situated in the City of South San Francisco, County of San Mateo, State
of California, described as follows:
BEGINNING AT A POINT ON THE NORTHWESTERLY LINE OF CHESTNUT AVENUE, AS
SAID LINE IS DESCRIBED IN THAT CERTAIN QUIT CLAIM DEED FROM CALIFORNIA
WATER SERVICE COMPANY, A CORPORATION, TO THE CITY OF SAN FRANCISCO,
DATED MARCH 29, 1949 AND RECORDED APRIL 13, 1949 IN BOOK 1648 OF OFFICIAL
RECORDS OF SAN MATEO COUNTY, PAGE 61, (85325-H) DISTANT THEREON 43° 33'
WEST, 110.03 FEET AND SOUTH 56° 45' 35" WEST, 99.15 FEET FROM THE INTERSECTION
THEREOF WITH THE NORTHEASTERLY LINE OF A 50.00 FOOT WIDE EASEMENT
DESCRIBED AS PARCEL ONE IN THE DEED FROM CALIFORNIA WATER SERVICE
COMPANY, A CORPORATION, TO THE CITY OF SOUTH SAN FRANCISCO, DATED
AUGUST 12, 1935 AND RECORDED MARCH 09, 1936 IN BOOK 680 OF OFFICIAL
RECORDS OF SAN MATEO COUNTY, PAGE 232, (75074-C), SAID POINT ALSO BEING
SOUTH 15° 33' WEST, 92.64 FEET, SOUTH 43° 33' WEST, 575.29 FEET, NORTH 59° 39' 57"
WEST, 82.18 FEET, SOUTH 43° 33' WEST, 110.03 FEET AND SOUTH 56° 45' 35" WEST, 99.15
FEET FROM THE SOUTHWESTERLY CORNER OF BLOCK 79, AS SAID BLOCK IS SHOWN
ON "MAP OF SOUTH SAN FRANCISCO PLAT NO. 1", WHICH MAP WAS FILED IN THE
OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA,
IN BOOK "B" OF MAPS, PAGE 6, AND A COPY ENTERED IN BOOK 2 OF MAPS, PAGE 52;
THENCE FROM SAID POINT OF BEGINNING ALONG SAID NORTHWESTERLY LINE OF
CHESTNUT AVENUE, SOUTH 56° 45' 35" WEST, 193.00 FEET TO A POINT THEREON,
DISTANT NORTH 56° 45' 35" EAST, 23.84 FEET FROM THE NORTHEASTERLY LINE OF
MISSION ROAD; THENCE LEAVING CHESTNUT AVENUE WESTERLY, TANGENT TO
THE PRECEDING COURSE, ON THE ARC OF A CURVE TO THE RIGHT HAVING A
RADIUS OF 30.00 FEET AND A CENTRAL CURVE ANGLE OF 76° 56' 35", AN ARC
DISTANCE OF 40.29 FEET TO A POINT ON SAID NORTHEASTERLY LINE OF MISSION
ROAD; THENCE ALONG SAID LINE OF MISSION ROAD, TANGENT TO THE PRECEDING
CURVE, NORTH 46° 17' 50" WEST, 77.75 FEET; THENCE NORTHWESTERLY, TANGENT
TO THE PRECEDING COURSE, ON THE ARC OF A CURVE TO THE RIGHT HAVING A
RADIUS OF 467.00 FEET AND A CENTRAL ANGLE OF 25° 21' 39", AN ARC DISTANCE
206.71 FEET; THENCE LEAVING MISSION ROAD NORTH 56° 45' 35" EAST, 241.16 FEET;
THENCE AT RIGHT ANGLES SOUTH 33° 14' 25" EAST, 304.00 FEET TO THE POINT OF
BEGINNING.
TOGETHER WITH A DRAINAGE EASEMENT 10 FEET IN WIDTH LYING
SOUTHEASTERLY OF, PARALLEL AND ADJACENT TO THE NORTHEASTERLY
PRODUCTION OF THE COURSE HEREINABOVE DESIGNATED AS "NORTH 56° 45' 35"
EAST, 241.16 FEET" AND EXTENDING FROM THE NORTHEASTERLY TERMINUS OF
SAID COURSE 67.67 FEET TO A LINE WHICH BEARS 59° 39' 57" EAST.
TOGETHER WITH AN EASEMENT FOR SEWER PURPOSES OVER A STRIP OF LAND 10
FEET WIDE, LYING 5 FEET EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE:
BEGINNING AT A POINT IN THE NORTHEASTERLY LINE OF THE FIRST ABOVE
DESCRIBED PARCEL, DISTANT ON SAID LINE NORTH 33° 14' 25" WEST, 81.00 FEET
FROM THE MOST EASTERLY CORNER OF SAID PARCEL; THENCE FROM SAID POINT
4812-5580-1565v5/200855-0003
OF BEGINNING NORTH 74° 50' 00" EAST, 195.49 FEET TO A POINT IN THE
NORTHWESTERLY LINE OF CHESTNUT AVENUE, SAID EASEMENT IS CONTIGUOUS AT
IS
WESTERLY EXTREMITY WITH THE NORTHEASTERLY LINE OF SAID FIRST ABOVE
DESCRIBED PARCEL, AND IS CONTIGUOUS AT ITS EASTERLY EXTREMITY WITH THE
NORTHWESTERLY LINE OF CHESTNUT AVENUE.
APN: 011-322-030
4812-5580-1565v5/200855-0003
DESCRIPTION A-7: Commonly described as Westborough Park and Fire Station #64
All that real property situated in the City of South San Francisco, County of San Mateo, State
of California, described as follows:
PARCEL 1:
BEGINNING AT THE INTERSECTION OF THE CENTERLINE OF GALWAY PLACE WITH
THE NORTHERLY BOUNDARY LINE TRACT NO. 798, WESTBOROUGH UNIT NO. 1B, AS
SHOWN ON THAT CERTAIN MAP ENTITLED "TRACT NO. 798, WESTBOROUGH UNIT
NO. 1B, SAN MATEO COUNTY, CALIFORNIA", WHICH MAP WAS FILED IN THE OFFICE
OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA ON
SEPTEMBER 13, 1961 IN BOOK 55 OF MAPS, PAGES 16 AND 17; SAID NORTHERLY
BOUNDARY LINE BEING ALSO THE SOUTHERLY RIGHT OF WAY LINE OF
WESTBOROUGH BOULEVARD, 90.00 FEET WIDE, AS DESCRIBED IN THE DEED FILED
IN BOOK 4033 OFFICIAL RECORDS OF SAN MATEO COUNTY, PAGE 514; THENCE
ALONG THE NORTHEASTERLY PROLONGATION OF THE CENTERLINE OF THE
AFORESAID GALWAY PLACE, NORTH 27° 10' EAST 90.60 FEET TO A POINT IN THE
NORTHERLY, LINE OF SAID WESTBOROUGH BOULEVARD; THENCE ALONG THE
NORTHERLY LINE OF SAID WESTBOROUGH BOULEVARD, WESTERLY; ON THE ARC
OF A CURVE TO THE LEFT, FROM A TANGENT BEARING NORTH 62° 50' WEST, WITH A
RADIUS OF 1045.00 FEET, SUBTENDING A CENTRAL ANGLE OF 9° 21' AN ARC
DISTANCE OF 170.34 FEET TO THE TRUE POINT OF BEGINNING; THENCE FROM SAID
TRUE POINT OF BEGINNING, AND CONTINUING ALONG THE NORTHERLY LINE OF
SAID WESTBOROUGH BOULEVARD, WESTERLY, ON THE ARC OF A CURVE TO THE
LEFT, FROM A TANGENT BEARING NORTH 72° 11' WEST, WITH A RADIUS OF 1045
FEET, SUBTENDING A CENTRAL ANGLE OF 6° 47' 50", AN ARC DISTANCE OF 123.97
FEET; ON THE ARC OF A CURVE TO THE LEFT, FROM A TANGENT BEARING NORTH
78° 58' 50" WEST, WITH A RADIUS OF 1300 FEET, SUBTENDING A CENTRAL ANGLE OF
8° 17' 10", AN ARC DISTANCE OF 188.01 FEET, THENCE LEAVING SAID WESTBOROUGH
BOULEVARD LINE, NORTH 9° 50' 43" WEST 606.65 FEET; NORTH 5° 57' WEST 22.00 FEET;
NORTH 84° 03' EAST 215.00 FEET; SOUTH 5° 57' EAST 12.00 FEET; NORTH 84° 03' EAST
80.00 FEET; NORTH 5° 57' WEST 12.00 FEET; NORTH 84° 03' EAST 119.69 FEET; NORTH 86°
21' 50" EAST 470.70 FEET; SOUTH 18° 50' WEST 350.36 FEET; ON THE ARC OF A CURVE
TO THE RIGHT, TANGENT TO THE LAST PRECEDING COURSE, WITH A RADIUS OF
1100.00 FEET, SUBTENDING A CENTRAL ANGLE OF 8° 20', AN ARC DISTANCE OF 159.99
FEET; SOUTH 27° 10' WEST, 95.11 FEET; NORTH 62° 50' WEST 185.350 FEET; AND SOUTH
17° 49' WEST 280.50 FEET TO THE TRUE POINT OF BEGINNING.
APN: 091-150-080
PARCEL 2:
COMMENCING FOR REFERENCE AT THE INTERSECTION OF THE CENTERLINE OF
GALWAY PLACE WITH THE NORTHERLY BOUNDARY LINE OF TRACT NO. 798,
WESTBOROUGH UNIT NO. 1B, AS SHOWN ON THAT CERTAIN MAP ENTITLED "TRACT
NO. 798, WESTBOROUGH UNIT NO. 1B, SAN MATEO COUNTY, CALIFORNIA", FILED IN
THE OFFICE OF THE COUNTY RECORDER OF SAN MATEO COUNTY, STATE OF
4812-5580-1565v5/200855-0003
CALIFORNIA, ON SEPTEMBER 13, 1961 IN BOOK 55 OF MAPS, PAGE(S) 16 AND 17; SAID
NORTHERLY BOUNDARY LINE BEING ALSO THE SOUTHERLY RIGHT OF WAY OF
WESTBOROUGH BOULEVARD 90.00 FEET WIDE AS DESCRIBED IN VOLUME 4033 OF
OFFICIAL RECORDS OF THE COUNTY OF SAN MATEO, PAGE 514; THENCE ALONG THE
NORTHEASTERLY PROLONGATION OF THE CENTERLINE OF AFORESAID GALWAY
PLACE NORTH 27° 10" EAST 118.32 FEET; LEAVING SAID LINE AT A RIGHT ANGLE
NORTH 62° 50' WEST 30.00 FEET TO THE TRUE POINT OF BEGINNING IN THE LINE
PARALLEL WITH SAID NORTHEASTERLY
PROLONGATION OF THE CENTERLINE OF GALWAY PLACE AND AT RIGHT ANGLES
DISTANT 30.00 FEET THEREOF; THENCE FROM SAID TRUE POINT OF BEGINNING
ALONG SAID PARALLEL LINE NORTH 27° 10' EAST 234.57 FEET; LEAVING SAID LINE
AT A RIGHT ANGLE NORTH 62° 50' WEST 185.35 FEET; SOUTH 17° 49' WEST 280.50 FEET
TO A POINT IN THE NORTHERLY LINE OF AFORESAID WESTBOROUGH BOULEVARD;
THENCE ALONG LAST SAID LINE EASTERLY FROM A TANGENT BEARING SOUTH 72°
11' EAST, ON THE ARC OF A CURVE TO THE RIGHT WITH A RADIUS OF 1045.00 FEET,
SUBTENDING A CENTRAL ANGLE OF 6° 09' 02", AN ARC DISTANCE OF 112.18 FEET TO
A POINT OF REVERSE CURVATURE; LEAVING SAID NORTHERLY LINE OF
WESTBOROUGH BOULEVARD EASTERLY, FROM A TANGENT BEARING SOUTH 66° 01'
58" EAST, ON THE ARC OF A CURVE TO THE LEFT WITH A RADIUS OF 30.00 FEET,
SUBTENDING A CENTRAL ANGLE OF 86° 48' 02", AN ARC DISTANCE OF 45.45 FEET TO
THE TRUE POINT OF BEGINNING.
APN: 091-150-090
B-1
4812-5580-1565v5/200855-0003
EXHIBIT B
BASE RENTAL PAYMENT SCHEDULE
Payment Date Amount Payment Date Amount
C-1
4812-5580-1565v5/200855-0003
EXHIBIT C
DESCRIPTION OF 2021A PROJECT
Community Civic Campus – Library, Parks and Recreation and Community Theater/Council
Chamber: This portion of the 2021A Project consists of the construction of a new civic center
building with three-stories and approximately 83,000 square feet, with approximately 200 parking
space located in a below-ground parking structure. The building will house a community library, the
City’s Department of Parks and Recreation and the City Council chambers. This portion of the
2021A Project also includes an approximately 1.3 acre community park, which is part of the new
Community Civic Campus.
Street Paving Program: This portion of the 2021A Project consists of the repair and reconstruction
of City streets including costs of slurry seal, overlay and surface reconstruction.
Solar Project: This portion of the 2021A Project consists of the acquisition and installation of solar
panels to be located at the new Community Civic Campus and the City’s Public Works Corporation
Yard.
Stradling Yocca Carlson & Rauth
Draft of 5/4/21
4828-2414-3581v4/200855-0003
FIRST SUPPLEMENTAL INDENTURE
Dated as of June 1, 2021
Amending and Supplementing the
INDENTURE
Dated as of March 1, 2020
by and among
CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY
and
CITY OF SOUTH SAN FRANCISCO
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
Relating to
$_________
CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY
(COMMUNITY CIVIC CAMPUS AND MULTIPLE CAPITAL PROJECTS)
LEASE REVENUE BONDS, SERIES 2021A
i
4828-2414-3581v4/200855-0003
TABLE OF CONTENTS
Page
ARTICLE XII DEFINITIONS ............................................................................................................. 2
Section 12.01 Definitions ................................................................................................................. 2
ARTICLE XIII THE SERIES 2021A BONDS .................................................................................... 3
Section 13.01 Authorization and Issuance of Series 2021A Bonds ................................................. 3
Section 13.02 Terms of the Series 2021A Bonds ............................................................................ 3
Section 13.03 Form of Series 2021A Bonds .................................................................................... 4
ARTICLE XIV APPLICATION OF PROCEEDS; ESTABLISHMENT OF FUNDS ........................ 5
Section 14.01 Application of Proceeds of Sale of Series 2021A Bonds .......................................... 5
Section 14.02 Establishment and Application of Series 2021A Project Account of the Project
Fund .......................................................................................................................... 5
ARTICLE XV REDEMPTION OF SERIES 2021A BONDS ............................................................. 5
Section 15.01 Redemption of Series 2021A Bonds ......................................................................... 5
ARTICLE XVI MISCELLANEOUS ................................................................................................... 6
Section 16.01 Survival of 2020 Indenture ....................................................................................... 6
Section 16.02 Partial Invalidity ........................................................................................................ 6
Section 16.03 Waiver of Personal Liability ..................................................................................... 6
Section 16.04 Successor Deemed Included in all References to Predecessor ................................. 7
Section 16.05 Execution in Counterparts ......................................................................................... 7
Section 16.06 Governing Law ......................................................................................................... 7
Signature Page .............................................................................................................................. S-1
EXHIBIT A FORM OF SERIES 2021A BOND ....................................................................... A-1
EXHIBIT B DESCRIPTION OF 2021A PROJECT .................................................................. B-1
4828-2414-3581v4/200855-0003
FIRST SUPPLEMENTAL INDENTURE
This FIRST SUPPLEMENTAL INDENTURE, dated as of June 1, 2021 (the “First
Supplemental Indenture”), is entered into by and among the CITY OF SOUTH SAN FRANCISCO
PUBLIC FACILITIES FINANCING AUTHORITY, a joint exercise of powers entity duly organized
and existing under the laws of the State of California (the “Authority”), the CITY OF SOUTH SAN
FRANCISCO, a municipal corporation and general law city duly organized and existing under and
by virtue of the Constitution and laws of the State of California (the “City”) and THE BANK OF
NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized
and existing under and by virtue of the laws of the United States, as Trustee (the “Trustee”), and
supplements and amends the INDENTURE, dated as of March 1, 2020 (the “2020 Indenture”).
WITNESSETH:
WHEREAS, the Authority previously issued its City of South San Francisco Public
Facilities Financing Authority (Police Station Project) Lease Revenue Bonds, Series 2020A (the
“Series 2020A Bonds”) pursuant to the 2020 Indenture to finance the costs of the acquisition,
construction and/or installation of capital improvement projects of the City as described in Exhibit C
to the 2020 Indenture; and
WHEREAS, in connection with the issuance of the Series 2020A Bonds, the City leased
certain real property and the improvements located thereon (the “Existing Property”) to the Authority
pursuant to a Ground Lease, dated as of March 1, 2020, and the City subleased the Existing Property
back from the Authority pursuant to a Lease Agreement, dated as of March 1, 2020; and
WHEREAS, the City and the Authority have determined that it would be in the best interests
of the City and the Authority to provide the funds necessary to finance additional costs of the Project
described in Exhibit B hereto through the issuance by the Authority of the Series 2021A Bonds (as
defined herein) as Additional Bonds (as defined in the 2020 Indenture) under the 2020 Indenture,
which are payable from the Base Rental Payments (as defined in the 2020 Indenture) to be made by
the City under the Lease Agreement (as defined herein); and
WHEREAS, all rights to receive the Base Rental Payments have been assigned without
recourse by the Authority to the Trustee pursuant to an Assignment Agreement, dated as of March 1,
2020, as amended by the First Amendment to Assignment Agreement, dated as of June 1, 2021
executed and delivered by the Authority and Trustee in connection with the issuance of the Series
2021A Bonds; and
WHEREAS, the Authority and the City desire to provide for the issuance by the Authority of
the Series 2021A Bonds, in the aggregate principal amount of $____________, in order to finance
the Project described in Exhibit B hereto; and
WHEREAS, the Series 2020A Bonds and the Series 2021A Bonds will be payable equally
and ratably from the Base Rental Payments; and
WHEREAS, in order to provide for the authentication and delivery of the Series 2021A
Bonds, to establish and declare the terms and conditions upon which the Series 2021A Bonds are to
be issued and secured and to secure the payment of the principal thereof, premium, if any, and
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interest thereon, the Authority and the City have authorized the execution and delivery of this First
Supplemental Indenture; and
NOW THEREFORE, in consideration of the premises and of the mutual agreements and
covenants contained herein and for other valuable consideration, the parties do hereby agree as
follows:
ARTICLE XII
DEFINITIONS
Section 12.01 Definitions. Except as otherwise provided in this Section 12.01, all terms
used herein which are defined in the 2020 Indenture shall have the meanings assigned to them
therein. All other capitalized terms used herein without definition shall have the meaning given to
such terms in the Lease Agreement.
“Assignment Agreement” means the Assignment Agreement, dated as of March 1, 2020, as
amended by the First Amendment to Assignment Agreement, dated as of June 1, 2021, each by and
between the Authority and the Trustee.
“Bonds” means the Series 2020A Bonds, the Series 2021A Bonds and any Additional Bonds
issued under the Indenture.
“Closing Date” means, with respect to the Series 2021A Bonds, June __, 2021.
“First Amendment to Lease Agreement” means the First Amendment to Lease Agreement,
dated as of June 1, 2021, by and between the Authority and the City.
“Ground Lease” means the Ground Lease, dated as of March 1, 2020, as originally
executed, as amended by the First Amendment to Ground Lease dated as of June 1, 2021, each by
and between the City and the Authority, and as it may from time to time be further amended in
accordance with the provisions thereof and of the Lease Agreement.
“Indenture” means this Indenture, as originally executed, as amended and supplemented by
this First Supplemental Indenture, and as it may be further amended or supplemented from time to
time by any Supplemental Indenture.
“Interest Payment Date” means, with respect to the Series 2021A Bonds, June 1 and
December 1 of each year, commencing on December 1, 2021.
“Lease Agreement” means the Lease Agreement, dated as of March 1, 2020, by and
between the City and the Authority, as originally executed, as amended by the First Amendment to
Lease Agreement, and as it may be from time to time further amended in accordance with the
provisions thereof.
“Series 2021A Bonds” means the South San Francisco Public Facilities Financing Authority
(Community Civic Campus and Multiple Capital Projects) Lease Revenue Bonds, Series 2021A
issued pursuant to the Indenture.
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“Series 2021A Project Account” means the account by that name established in accordance
with Section 14.02 hereof.
“Term Bonds” means with respect to the Series 2021A Bonds, the Series 2021A Bonds
maturing on June 1, 20__.
ARTICLE XIII
THE SERIES 2021A BONDS
Section 13.01 Authorization and Issuance of Series 2021A Bonds. Pursuant to Section
2.01 of the 2020 Indenture, the Authority may at any time issue Additional Bonds pursuant to a
Supplemental Indenture. The Authority and the City have determined that all acts and proceedings
required by law necessary to make the Series 2021A Bonds, when executed by the Authority,
authenticated and delivered by the Trustee and duly issued, the valid, binding and legal special
obligations of the Authority, have been done and taken, and the execution and delivery of this First
Supplemental Indenture has been in all respects duly authorized. The Series 2021A Bonds are
hereby designated the “South San Francisco Public Facilities Financing Authority (Community Civic
Campus and Multiple Capital Projects) Lease Revenue Bonds, Series 2021A.”
The Authority may, at any time, execute the Series 2021A Bonds for issuance hereunder and
deliver the same to the Trustee. The Trustee shall authenticate the Series 2021A Bonds and deliver
the Series 2021A Bonds to the original purchaser thereof upon receipt of a Written Request of the
Authority and upon receipt of the purchase price therefor.
As set forth in Section 5.01 of the 2020 Indenture, subject only to the provisions of the 2020
Indenture permitting the application thereof for the purposes and on the terms and conditions set
forth herein, all of the Base Rental Payments and any other amounts (including proceeds of the sale
of the Bonds) held in the Base Rental Payment Fund, the Interest Fund, the Principal Fund and the
Redemption Fund are pledged to secure the payment of the principal of, premium, if any, and interest
on the Bonds in accordance with their terms, the provisions of this Indenture and the Act. Said
pledge shall constitute a first lien on such assets.
Section 13.02 Terms of the Series 2021A Bonds.
(a) The Series 2021A Bonds shall be issued in fully registered form without
coupons in Authorized Denominations, so long as no Series 2021A Bond shall have more than one
maturity date. The Series 2021A Bonds shall initially be issued as Book-Entry Bonds The Series
2021A Bonds shall be dated as of the Closing Date, shall be issued in the aggregate principal amount
of $__________, shall mature on June 1 of each year and shall bear interest (calculated on the basis
of a 360-day year comprised of twelve 30-day months) at the rates per annum as follows:
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Maturity Date
(June 1) Principal Amount Interest Rate
$ %
*
* Term Bond
(b) Interest on the Series 2021A Bonds shall be payable from the Interest
Payment Date next preceding the date of authentication thereof unless (i) a Series 2021A Bond is
authenticated on or before an Interest Payment Date and after the close of business on the preceding
Record Date, in which event it shall bear interest from such Interest Payment Date, (ii) a Series
2021A Bond is authenticated on or before the first Record Date, in which event interest thereon shall
be payable from the dated date thereof, or (iii) interest on any Series 2021A Bond is in default as of
the date of authentication thereof, in which event interest thereon shall be payable from the date to
which interest has been paid in full, payable on each Interest Payment Date. Interest shall be paid in
lawful money of the United States on each Interest Payment Date to the Persons in whose names the
ownership of the Series 2021A Bonds is registered on the Registration Books at the close of business
on the immediately preceding Record Date, except as provided below. Except as otherwise provided
in Section 2.10(a) of the 2020 Indenture, interest shall be paid by check of the Trustee mailed by first
class mail, postage prepaid, on each Interest Payment Date to the Series 2021A Bond Owners at their
respective addresses shown on the Registration Books as of the close of business on the preceding
Record Date or by wire transfer to Owners of more than $1,000,000 in principal amount of Series
2021A Bonds who have provided account information and wiring instructions satisfactory to the
Trustee.
(c) The principal and premium, if any, of the Series 2021A Bonds shall be
payable in lawful money of the United States of America upon presentation and surrender thereof
upon maturity or earlier redemption at the Office of the Trustee.
Section 13.03 Form of Series 2021A Bonds. The Series 2021A Bonds shall be in
substantially the form set forth in Exhibit A hereto, with appropriate or necessary insertions,
omissions and variations as permitted or required hereby.
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ARTICLE XIV
APPLICATION OF PROCEEDS; ESTABLISHMENT OF FUNDS
Section 14.01 Application of Proceeds of Sale of Series 2021A Bonds. On the Closing
Date, the net proceeds of the sale of the Series 2021A Bonds received by the Trustee, $__________,
shall be deposited by the Trustee as follows:
(a) The Trustee shall deposit the amount of $________in the Costs of Issuance
Fund, and
(b) The Trustee shall deposit the amount of $________ in the Series 2021A
Project Account of the Project Fund.
The Trustee may establish one or more temporary funds or accounts in its records to record
and facilitate such deposits and transfers.
Section 14.02 Establishment and Application of Series 2021A Project Account of the
Project Fund. The Trustee shall establish and maintain an account within the Project Fund
designated as the “Series 2021A Project Account.” The moneys in the Series 2021A Project
Account shall be disbursed by the Trustee on behalf of the City as specified in a Written Request of
the City in the form attached hereto as Exhibit B to the 2020 Indenture. Each Written Request of the
City shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have
no duty to confirm the accuracy of such facts. On the date on which the City determines that
amounts in the Series 2021A Project Account are no longer necessary for payment of the cost of the
Project, the City shall submit a Written Request to the Trustee to transfer any remaining balance in
the Series 2021A Project Account not needed for Series 2021A Project Account purposes, at the
City’s sole discretion, either (a) to the Base Rental Payment Fund for application in accordance with
Section 5.02 of the 2020 Indenture, or (b) to the City for use on eligible capital facilities, and the
Series 2021A Project Account shall be closed.
ARTICLE XV
REDEMPTION OF SERIES 2021A BONDS
Section 15.01 Redemption of Series 2021A Bonds.
(a) Extraordinary Redemption. The Series 2021A Bonds shall be subject to
redemption, in whole or in part, on any date, in Authorized Denominations, from and to the extent of:
(i) Net Insurance Proceeds received with respect to all or a portion of the Property, deposited by the
Trustee in the Redemption Fund pursuant to Sections 5.03 and 5.04 of the 2020 Indenture, and (ii)
eminent domain proceeds received pursuant to Section 7.01 of the Lease Agreement, at a
Redemption Price equal to the principal amount of the Series 2021A Bonds to be redeemed, plus
accrued interest thereon to the date of redemption, without premium.
(b) Optional Redemption. The Series 2021A Bonds maturing on or after June 1,
20__, shall be subject to optional redemption, in whole or in part, on any date on or after June 1,
20__, in Authorized Denominations, from and to the extent of prepaid Base Rental Payments paid
pursuant to subsection (a) of Section 4.01 of the First Amendment to Lease Agreement, at a
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Redemption Price equal to the principal amount of the Series 2021A Bonds to be redeemed, plus
accrued interest thereon to the date of redemption.
(c) Mandatory Sinking Fund Redemption. The Series 2021A Bonds with a stated
maturity on June 1, 20__ are subject to mandatory sinking fund redemption in part (by lot) on each
June 1 on and after June 1, 20__, in integral multiples of $5,000 at a Redemption Price equal to the
principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in
accordance with the following schedule:
Redemption Date
(June 1)
Principal
Amount
$
*
* Final Maturity.
In the event of a partial optional redemption or extraordinary mandatory redemption of any of
the Term Bonds, each of the remaining mandatory sinking fund payments for such Term Bonds will
be reduced, as nearly as practicable, on a pro rata basis in the amount of $5,000 or any integral
multiple thereof as directed by an Authorized City Representative, which direction shall include a
revised schedule of the remaining mandatory sinking fund payments.
ARTICLE XVI
MISCELLANEOUS
Section 16.01 Survival of 2020 Indenture. Except as otherwise amended hereby, the 2020
Indenture shall remain in full force and effect.
Section 16.02 Partial Invalidity. If any one or more of the agreements, conditions,
covenants or terms required herein to be observed or performed by or on the part of the Authority,
the City or the Trustee shall be contrary to law, then such agreement or agreements, such condition or
conditions, such covenant or covenants or such term or terms shall be null and void to the extent
contrary to law and shall be deemed separable from the remaining agreements, conditions, covenants
and terms hereof and shall in no way affect the validity hereof or of the Bonds, and the Owners shall
retain all the benefit, protection and security afforded to them under any applicable provisions of law.
The Authority, the City and the Trustee hereby declare that they would have executed this Indenture,
and each and every Article, Section, paragraph, subsection, sentence, clause and phrase hereof and
would have authorized the execution and delivery of the Series 2021A Bonds pursuant hereto
irrespective of the fact that any one or more Articles, Sections, paragraphs, subsections, sentences,
clauses or phrases hereof or the application thereof to any person or circumstance may be held to be
unconstitutional, unenforceable or invalid.
Section 16.03 Waiver of Personal Liability. Notwithstanding anything contained herein to
the contrary, no member, officer or employee of the Authority or the City shall be individually or
personally liable for the payment of any moneys, including without limitation, the principal of or
interest on the Series 2021A Bonds, but nothing contained herein shall relieve any member, officer or
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employee of the City or the Authority from the performance of any official duty provided by any
applicable provisions of law, by the Lease Agreement or hereby.
Section 16.04 Successor Deemed Included in all References to Predecessor. Whenever
the Authority, the City or the Trustee, or any officer thereof, is named or referred to herein, such
reference shall be deemed to include the successor to the powers, duties and functions that are
presently vested in the Authority, the City or the Trustee, or such officer, and all agreements,
conditions, covenants and terms required hereby to be observed or performed by or on behalf of the
Authority, the City or the Trustee, or any officer thereof, shall bind and inure to the benefit of the
respective successors thereof whether so expressed or not.
Section 16.05 Execution in Counterparts. This First Supplemental Indenture may be
executed in several counterparts, each of which shall be deemed an original, and all of which shall
constitute but one and the same instrument.
Section 16.06 Governing Law. This First Supplemental Indenture shall be construed and
governed in accordance with the laws of the State of California.
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IN WITNESS WHEREOF, the Authority and the City have caused this First Supplemental
Indenture to be signed in their respective names by their representative thereunto duly authorized,
and the Trustee, in token of its acceptance of the trusts created hereunder, has caused this First
Supplemental Indenture to be signed in its corporate name by its officer thereunto duly authorized,
all as of the day and year first above written.
CITY OF SOUTH SAN FRANCISCO PUBLIC
FACILITIES FINANCING AUTHORITY
By:
Executive Director
ATTEST:
Secretary
CITY OF SOUTH SAN FRANCISCO
By:
City Manager
ATTEST:
City Clerk
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Trustee
By:
Authorized Officer
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EXHIBIT A
FORM OF SERIES 2021A BOND
No. ____ $___________
UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY
(COMMUNITY CIVIC CAMPUS AND MULTIPLE CAPITAL PROJECTS)
LEASE REVENUE BONDS, SERIES 2021A
INTEREST RATE MATURITY DATE DATED DATE CUSIP
______% June 1, 20__ ___________, 2021 ________
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: _________________________ DOLLARS
The City of South San Francisco Public Facilities Financing Authority (the “Authority”), for
value received, hereby promises to pay, solely from the Base Rental Payments (as hereinafter
defined) and amounts in certain funds and accounts held under the Indenture (as hereinafter defined),
to the Registered Owner identified above or registered assigns (the “Registered Owner”); on the
Maturity Date identified above or on any earlier redemption date, the Principal Amount identified
above in lawful money of the United States of America; and to pay interest thereon at the Interest
Rate identified above in like lawful money from the date hereof payable semiannually on June 1 and
December 1 in each year, commencing December 1, 2021 (the “Interest Payment Dates”), until
payment of such Principal Amount in full. This Bond shall bear interest from the Interest Payment
Date next preceding the date of authentication of this Bond (unless this Bond is authenticated on or
before an Interest Payment Date and after the close of business on the fifteenth calendar day of the
month next preceding such Interest Payment Date, whether or not such day is a Business Day, in
which event it shall bear interest from such Interest Payment Date, or unless this Bond is
authenticated on or prior to November 15, 2021, in which event it shall bear interest from the Dated
Date identified above; provided, however, that if, at the time of authentication of this Bond, interest
is in default on this Bond, interest on this Bond shall be payable from the date to which interest
hereon has been paid in full, payable on each Interest Payment Date). The Principal Amount hereof
is payable upon surrender hereof upon maturity or earlier redemption at the Office of the Trustee (as
hereinafter defined). Interest hereon is payable by wire or check of The Bank of New York Mellon
Trust Company, N.A., as Trustee (the “Trustee”), mailed by first class mail, postage prepaid, on each
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Interest Payment Date to the Registered Owner hereof at the address of the Registered Owner shown
on the Registration Books at the close of business on the fifteenth calendar day of the month next
preceding such Interest Payment Date; or by wire transfer to Owners of more than $1,000,000 in
principal amount of Series 2021A Bonds (as defined below) who have provided account information
and wiring instructions satisfactory to the Trustee. “Office of the Trustee” means the principal
corporate trust office of the Trustee in San Francisco, California, or such other office as may be
specified to the Authority and the City of South San Francisco (the “City”) by the Trustee in writing,
except that with respect to presentation of Bonds for payment or for registration of transfer and
exchange such term shall mean the office or the agency of the Trustee at which, at any particular
time, its corporate trust agency shall be conducted as specified to the Authority and the City by the
Trustee in writing.
This Bond is one of a series of a duly authorized issue of bonds issued for the purpose of
financing the acquisition, construction and/or installation of a new City police station and related
improvements, facilities and equipment, and is one of the series of bonds designated “South San
Francisco Public Facilities Financing Authority (Community Civic Campus and Multiple Capital
Projects) Lease Revenue Bonds, Series 2021A” (the “Series 2021A Bonds”) in the aggregate
principal amount of $_________. The Series 2021A Bonds are issued pursuant to the Indenture,
dated as of March 1, 2020, as supplemented by the First Supplemental Indenture dated as of June 1,
2021 (as supplemented, the “Indenture”), each by and among the Authority, the City and the Trustee.
This reference incorporates the Indenture herein and by acceptance hereof the owner of this Bond
assents to said terms and conditions of the Indenture. The Series 2021A Bonds are secured by a lien
on the Base Rental Payments and certain funds and accounts described below on a parity with the
lien securing the Series 2020A Bonds. Pursuant to and as more particularly provided in the Indenture,
additional bonds (“Additional Bonds”), may be issued by the Authority secured by a lien on the Base
Rental Payments and certain funds and accounts described below on a parity with the lien securing
the Series 2020A Bonds and the Series 2021A Bonds. The Series 2020A Bonds, the Series 2021A
Bonds and any Additional Bonds are collectively referred to as the “Bonds.” The Indenture is
entered into, and this Bond is issued under, the Marks-Roos Local Bond Pooling Act of 1985 (the
“Act”) and the laws of the State of California.
Pursuant to the Indenture, the principal of and interest on the Bonds are payable solely from
certain Base Rental Payments under and pursuant to that certain Lease Agreement, dated as of March
1, 2020, as supplemented and amended by the First Amendment to Lease Agreement, dated as of
June 1, 2021 (as supplemented and amended, the “Lease Agreement”), each by and between the City,
as lessee, and the Authority, as lessor, all of which rights to receive such Base Rental Payments have
been assigned without recourse by the Authority to the Trustee. Subject only to the provisions of the
Indenture permitting the application thereof for the purposes and on the terms and conditions set
forth therein, all of the Base Rental Payments and any other amounts (including proceeds of the sale
of the Bonds) held in the Base Rental Payment Fund, the Interest Fund, the Principal Fund and the
Redemption Fund established under the Indenture are pledged to secure the payment of the principal
of, premium, if any, and interest on the Bonds in accordance with their terms, the provisions of the
Indenture and the Act. Said pledge constitutes a first lien on such assets.
The Series 2021A Bonds are authorized to be issued in the form of fully registered bonds
without coupons in denominations of $5,000 or any integral multiple thereof (“Authorized
Denominations”).
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The Series 2021A Bonds shall be subject to redemption, in whole or in part, on any date, in
Authorized Denominations, from and to the extent of any: (i) Net Insurance Proceeds received with
respect to all or a portion of the property leased under the Lease Agreement, to the extent such
moneys are not used by the City for repair or replacement purposes as permitted by the Indenture,
remaining after payment therefrom of all reasonable expenses incurred in the collection thereof and
(ii) eminent domain proceeds received under the Lease Agreement, that have been deposited by the
Trustee in the Redemption Fund established under the Indenture, at a Redemption Price equal to the
principal amount of the Series 2021A Bonds to be redeemed, plus accrued interest thereon to the date
of redemption, without premium.
The Series 2021A Bonds maturing on or after June 1, 20__, shall be subject to optional
redemption, in whole or in part, on any date on or after June 1, 20__, in Authorized Denominations,
from and to the extent of prepaid Base Rental Payments paid pursuant to the Lease Agreement, at a
Redemption Price equal to the principal amount of the Series 2021A Bonds to be redeemed, plus
accrued interest thereon to the date of redemption.
The Series 2021A Bonds with a stated maturity on June 1, 20__ are subject to mandatory
sinking fund redemption in part (by lot) on each June 1 on and after June 1, 20__, in integral
multiples of $5,000 at a Redemption Price equal to the principal amount thereof plus accrued interest
to the date fixed for redemption, without premium, in accordance with the following schedule:
Redemption Date
(June 1)
Principal
Amount
$
*
* Final Maturity.
Notice of redemption shall be given by the Trustee, not less than 20 nor more than 60 days
prior to the redemption date (i) as to Series 2021A Bonds not registered in the name of a Securities
Depository or its nominee, to the respective Owners of the Series 2021A Bonds designated for
redemption at their addresses appearing on the Registration Books, (ii) as to Series 2021A Bonds
registered in the name of a Securities Depository or its nominee, to such Securities Depository for
such Series 2021A Bonds, and (iii) the Information Services. Notice of redemption to the Owners
pursuant to (i) above shall be given by mail at their addresses appearing on the Registration Books,
or any other method agreed upon by such Owner and the Trustee. Notice of redemption to the
Securities Depositories pursuant to (ii) above and the Information Services pursuant to (iii) above
shall be given by electronically secure means, or any other method agreed upon by such entities and
the Trustee.
Neither failure to receive any such notice so given, nor any defect therein, shall affect the
validity of the proceedings for the redemption of such Series 2021A Bonds or the cessation of
accrual of interest thereon from and after the date fixed for redemption. The Redemption Price of the
Series 2021A Bonds to be redeemed shall be paid only upon presentation and surrender thereof at the
Office of the Trustee. From and after the date fixed for redemption of any Series 2021A Bonds,
interest on such Series 2021A Bonds will cease to accrue and become payable.
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Subject to the limitations and upon payment of the charges, if any, provided in the Indenture,
fully registered Series 2021A Bonds may be exchanged at the Office of the Trustee for a like
aggregate principal amount and maturity of fully registered Series 2021A Bonds of other authorized
denominations.
This Bond is transferable by the Registered Owner hereof, in person or by his duly authorized
attorney, but only in the manner, subject to the limitations and upon payment of the charges provided
in the Indenture, and upon surrender and cancellation of this Bond. Upon such transfer a new fully
registered Series 2021A Bond or Series 2021A Bonds, in Authorized Denominations, for the same
aggregate principal amount will be issued to the transferee in exchange herefor. The Authority, the
City and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all
purposes, and the Authority, the City and the Trustee shall not be affected by any notice to the
contrary.
The Indenture and the rights and obligations of the Authority, the City, the owners of the
Bonds and the Trustee may be modified or amended from time to time and at any time in the manner,
to the extent, and upon the terms provided in the Indenture; provided that no such modification or
amendment shall (a) extend the fixed maturity of any Bonds, or reduce the principal thereof or the
rate of interest thereon, or extend the time of payment, without the consent of the owner of each
Bond so affected, or, (b) reduce the percentage of Bonds the consent of the owners of which is
required to effect any such amendment or modification, or (c) permit the creation of any lien on the
Base Rental Payments and other assets pledged under the Indenture prior to or on a parity with the
lien created by the Indenture or deprive the owners of the Bonds of the lien created by the Indenture
on such the Base Rental Payments and such other assets (except as expressly provided in the
Indenture), without the consent of the owners of all Bonds then outstanding.
The Indenture contains provisions permitting the Authority to make provision for the
payment of interest on, and the principal and premium, if any, of any of the Bond so that such Bonds
shall no longer be deemed to be outstanding under the terms of the Indenture.
All obligations of the Authority under the Indenture shall be special obligations of the
Authority, payable solely from Rental Payments and the other assets pledged therefor under the
Indenture; provided, however, that all obligations of the Authority under the Bonds shall be special
obligations of the Authority, payable solely from Base Rental Payments and the other assets pledged
therefor under the Indenture. Neither the faith and credit nor the taxing power of the Authority, the
City or the State of California, or any political subdivision thereof, is pledged to the payment of the
Bonds.
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IN WITNESS WHEREOF, the Authority has caused this Bond to be signed in its name and
on its behalf by the facsimile signatures of its Chair and Secretary, all as of the Dated Date identified
above.
CITY OF SOUTH SAN FRANCISCO PUBLIC
FACILITIES FINANCING AUTHORITY
By:
Chair
Attest:
Secretary
[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]
This is one of the Series 2021A Bonds described in the within-mentioned Indenture and
registered on the Registration Books.
Date: _______________ THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
as Trustee
By:
Authorized Signatory
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[FORM OF LEGAL OPINION]
The following is a true copy of the opinion rendered by Stradling Yocca Carlson & Rauth, a
Professional Corporation, Newport Beach, California, in connection with the issuance of, and dated
as of the date of the original delivery of, the Bonds. A signed copy is on file in my office.
Secretary of the City of South San Francisco Public
Facilities Financing Authority
[FORM OF ASSIGNMENT]
For value, received the undersigned hereby sells, assigns and transfers unto
____________________________________________ whose address and social security or other tax
identifying number is ______________________, the within-mentioned Bond and hereby
irrevocably constitute(s) and appoint(s) ____________________________________ attorney, to
transfer the same on the registration books of the Trustee with full power of substitution in the
premises.
Dated: ____________________
Signature Guaranteed:
Note: Signature(s) must be guaranteed by an eligible
guarantor.
Note: The signature(s) on this Assignment must
correspond with the name(s) as written on the face of the
within pond in every particular without alteration or
enlargement or any change whatsoever.
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EXHIBIT B
DESCRIPTION OF 2021A PROJECT
Community Civic Campus – Library, Parks and Recreation and Community Theater/Council
Chamber: This portion of the 2021A Project consists of the construction of a new civic center
building with three-stories and approximately 83,000 square feet, with approximately 200 parking
space located in a below-ground parking structure. The building will house a community library, the
City’s Department of Parks and Recreation and the City Council chambers. This portion of the
2021A Project also includes an approximately 1.3 acre community park, which is part of the new
Community Civic Campus.
Street Paving Program: This portion of the 2021A Project consists of the repair and reconstruction
of City streets including costs of slurry seal, overlay and surface reconstruction.
Solar Project: This portion of the 2021A Project consists of the acquisition and installation of solar
panels to be located at the new Community Civic Campus and the City’s Public Works Corporation
Yard.
Stradling Yocca Carlson & Rauth
Draft of 5/4/21
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4833-0651-3896v1/200855-0003
CONTINUING DISCLOSURE AGREEMENT
This Continuing Disclosure Agreement, dated as of June 1, 2021 (the “Disclosure Agreement”) is by
and between the City of South San Francisco (the “City”) and Willdan Financial Services (the “Dissemination
Agent”), in connection with the issuance of the South San Francisco Public Facilities Financing Authority’s
(the “Authority”) $________ (Community Civic Campus and Multiple Capital Projects) Lease Revenue
Bonds, Series 2021A (the “Bonds”).
WHEREAS, the Bonds are being issued pursuant to an Indenture, dated as of March 1, 2020, as
amended and supplemented by the First Supplemental Indenture dated as of June 1, 2021 (together, the
“Indenture”), by and among the Authority, the City and The Bank of New York Mellon Trust Company, N.A.,
as trustee (the “Trustee”).
WHEREAS, the Bonds are payable from the base rental payments to be made by the City under the
Lease Agreement, dated as of March 1, 2020, as amended and supplemented by the First Amendment to Lease
Agreement, dated as of June 1, 2021 (as amended, the “Lease Agreement”), between the City, as lessee, and
the Authority, as lessor; and
WHEREAS, this Disclosure Agreement is being entered into by the City for the benefit of the Owners
and Beneficial Owners of the Bonds and in order to assist the Underwriters in complying with the Rule
(defined below).
NOW, THEREFORE, the City and the Dissemination Agent agree as follows:
SECTION 1. Definitions. In addition to the definitions set forth in the Indenture, which apply to any
capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the following
capitalized terms shall have the following meanings:
“Annual Report” shall mean any Comprehensive Annual Financial Report provided by the City
pursuant to, and as described in, Sections 2 and 3 of this Disclosure Agreement.
“Beneficial Owner” shall mean any person which (a) has the power, directly or indirectly, to vote or
consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through
nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income
tax purposes.
“Disclosure Representative” shall mean the City Manager of the City, the Director of Finance of the
City, or their designee, or such other officer or employee as the City shall designate in writing from time to
time.
“Dissemination Agent” shall mean Willdan Financial Services, or any successor Dissemination Agent
designated in writing by the City and which has filed with the City a written acceptance of such designation.
“Financial Obligation” means a (a) debt obligation; (b) derivative instrument entered into in
connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or
(c) guarantee of (a) or (b). The term “Financial Obligation” shall not include municipal securities as to which a
final official statement has been provided to the MSRB consistent with the Rule.
“Listed Events” shall mean any of the events listed in Section 4(a) and (b) of this Disclosure
Agreement.
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“MSRB” shall mean the Municipal Securities Rulemaking Board, which has been designated by the
Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule,
or any other repository of disclosure information that may be designated by the Securities and Exchange
Commission as such for purposes of the Rule in the future.
“Official Statement” shall mean the Official Statement relating to the Bonds, dated May__, 2021.
“Repository” shall mean the Electronic Municipal Market Access system of the Municipal Securities
Rulemaking Board, which can be found at http://emma.msrb.org.
“Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as the same may be amended from time to time.
“State” shall mean the State of California.
“Underwriters” shall mean the original Underwriters of the Bonds required to comply with the Rule in
connection with the offering of the Bonds.
SECTION 2. Provision of Annual Reports.
(a) The City shall, or shall cause the Dissemination Agent, not later than March 31 following the
end of the City’s fiscal year (which presently ends on June 30) (the “Annual Report Date”), commencing with
the report for the fiscal year ending June 30, 2021, provide to the MSRB an Annual Report which is consistent
with the requirements of Section 3 of this Disclosure Agreement. The Annual Report shall be provided to the
MSRB in an electronic format as prescribed by the MSRB and shall be accompanied by identifying
information as prescribed by the MSRB. The Annual Report may be submitted as a single document or as
separate documents comprising a package, and may include by reference other information as provided in
Section 3 of this Disclosure Agreement; provided that the audited financial statements of the City may be
submitted separately from and later than the balance of the Annual Report if they are not available by the date
required above for the filing of the Annual Report.
The Annual Report shall be provided at least annually notwithstanding any fiscal year longer than 12
calendar months. The City’s fiscal year is currently effective from July 1 to the immediately succeeding
June 30 of the following year. The City will promptly notify the MSRB and the Dissemination Agent (if other
than the City) of a change in the fiscal year dates. The City shall provide a written certification with each
Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the
Annual Report required to be furnished by it hereunder. The Dissemination Agent may conclusively rely upon
such certification of the City and shall have no duty or obligation to review such Annual Report.
(b) If by five (5) Business Days prior to the Annual Report Date, the Dissemination Agent (if
other than the City) has not received a copy of the Annual Report, the Dissemination Agent shall notify the
City of such non-receipt.
(c) If the Dissemination Agent is unable to verify that an Annual Report has been provided to the
MSRB by the Annual Report Date, the Dissemination Agent shall provide in a timely manner to the MSRB
(with a copy to the Trustee and the Underwriters) a notice, in substantially the form attached as Exhibit A.
(d) Unless the City has done so pursuant to Section 3(a) above, the Dissemination Agent (if other
than the City) shall:
(i) determine each year prior to the Annual Report Date the then-applicable rules and
electronic format prescribed by the MSRB for the filing of annual continuing disclosure reports; and
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4833-0651-3896v1/200855-0003
(ii) if the Dissemination Agent is other than the City, file a certificate with the City to the
effect that the Annual Report has been provided pursuant to this Disclosure Agreement, stating, to the extent it
can confirm such filing of the Annual Report, the date it was provided.
SECTION 3. Content of Annual Reports. The City’s Annual Report shall contain or include by
reference the following:
(a) The City’s audited financial statements, prepared in accordance with generally accepted
auditing standards for municipalities in the State of California. If the City’s audited financial statements are
not available by the time the Annual Report is required to be filed pursuant to Section 2(a), the Annual Report
shall contain unaudited financial statements in a format similar to the financial statements contained in the
final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual
Report when they become available.
(b) Numerical and tabular information for the immediately preceding Fiscal Year of the type
contained in Appendix A to the Official Statement, in the following charts and tables: Tables 1 through 3, 5
and 6. With respect to Table 1, the adopted budget for the fiscal year during which the Annual Report is filed
need not be reported.
Financial information relating to the City referenced in this Section 3 may be updated from time to
time, and such updates may involve displaying data in a different format or table or eliminating data that is no
longer available.
Any or all of the items listed above may be included by specific reference to other documents,
including official statements of debt issues of the City or related public entities, which have been submitted to
the MSRB or the Securities and Exchange Commission. If the document included by reference is a final
official statement, it must be available from the MSRB. The City shall clearly identify each such other
document so included by reference.
SECTION 4. Reporting of Significant Events.
(a) Pursuant to the provisions of this Section 4, the City shall give, or cause to be given, notice of
the occurrence of any of the following events with respect to the Bonds in a timely manner not more than ten
(10) business days after the event:
1. Principal and interest payment delinquencies;
2. Unscheduled draws on debt service reserves reflecting financial difficulties;
3. Unscheduled draws on credit enhancements reflecting financial difficulties;
4. Substitution of credit or liquidity providers, or their failure to perform;
5. Issuance by the Internal Revenue Service of proposed or final determination of
taxability or of a Notice of Proposal Issue (IRS Form 5701-TEB);
6. Tender Offers;
7. Defeasances;
8. Rating changes;
9. Bankruptcy, insolvency, receivership or similar proceedings; and
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4833-0651-3896v1/200855-0003
Note: For the purposes of the event identified in subparagraph (9), the event is considered to occur
when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated
person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law
in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or
business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governmental
body and officials or officers in possession but subject to the supervision and orders of a court or governmental
authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or business of the
obligated person.
10. Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a Financial Obligation of the obligated person, any
of which reflect financial difficulties.
(b) Pursuant to the provisions of this Section 4, the City shall give, or cause to be given, notice of
the occurrence of any of the following events with respect to the Bonds, if material, in a timely manner not
more than ten (10) business days after occurrence:
1. unless described in Section 4(a)(5), adverse tax opinions or other material notices or
determinations by the Internal Revenue Service with respect to the tax status of the Bonds or other material
events affecting the tax status of the Bonds;
2. modifications to the rights of Bondholders;
3. bond calls;
4. release, substitution or sale of property securing repayment of the Bonds;
5. non-payment related defaults;
6. the consummation of a merger, consolidation, or acquisition involving the City or the
Authority or the sale of all or substantially all of the assets of the City or the Authority, other than in the
ordinary course of business, the entry into a definitive agreement to undertake such an action or the
termination of a definitive agreement relating to any such actions, other than pursuant to its terms;
7. appointment of a successor or additional trustee or the change of the name of a
trustee; and
8. incurrence of a Financial Obligation of the obligated person, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the
obligated person, any of which affect Bond Owners.
(c) If the City determines that knowledge of the occurrence of a Listed Event under subsection
(b) would be material under applicable federal securities laws, and if the Dissemination Agent is other than the
City, the City shall promptly notify the Dissemination Agent in writing. Such notice shall instruct the
Dissemination Agent to file a notice of such occurrence with the MSRB in an electronic format as prescribed
by the MSRB in a timely manner not more than ten (10) Business Days after the event.
(d) If the City determines that the Listed Event under subsection (b) would not be material under
applicable federal securities laws and if the Dissemination Agent is other than the City, the City shall so notify
the Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrence.
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4833-0651-3896v1/200855-0003
(e) The City hereby agrees that the undertaking set forth in this Disclosure Agreement is the
responsibility of the City and, if the Dissemination Agent is other than the City, the Dissemination Agent shall
not be responsible for determining whether the City’s instructions to the Dissemination Agent under this
Section 5 comply with the requirements of the Rule.
SECTION 5. Identifying Information for Filings with the MSRB. All documents provided to the
MSRB under this Disclosure Agreement shall be accompanied by identifying information as prescribed by the
MSRB.
SECTION 6. Termination of Reporting Obligation. The obligations of the City, the Trustee and the
Dissemination Agent under this Disclosure Agreement shall terminate upon the legal defeasance, prior
redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the
Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under
Section 4(c).
SECTION 7. Dissemination Agent. The City may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may
discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The
Dissemination Agent shall not be responsible in any manner for the form or content of any notice or report
prepared by the City pursuant to this Disclosure Agreement. The Dissemination Agent may resign by
providing thirty days written notice to the City and the Trustee. The Dissemination Agent shall not be
responsible for the content of any report or notice prepared by the City and shall have no duty to review any
information provided to it by the City. The Dissemination Agent shall have no duty to prepare any
information report nor shall the Dissemination Agent be responsible for filing any report not provided to it by
the City in a timely manner and in a form suitable for filing.
SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure
Agreement, the City may amend this Disclosure Agreement, and any provision of this Disclosure Agreement
may be waived, provided that, in the opinion of nationally recognized bond counsel, such amendment or
waiver is permitted by the Rule; provided, the Dissemination Agent shall have first consented to any
amendment that modifies or increases its duties or obligations hereunder. In the event of any amendment or
waiver of a provision of this Disclosure Agreement, the City shall describe such amendment in the next
Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or
waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of
financial information or operating data being presented by the City. In addition, if the amendment relates to the
accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given
in the same manner as for a Listed Event under Section 4(c), and (ii) the Annual Report for the year in which
the change is made shall present a comparison (in narrative form and also, if feasible, in quantitative form)
between the financial statements as prepared on the basis of the new accounting principles and those prepared
on the basis of the former accounting principles.
SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to
prevent the City from disseminating any other information, using the means of dissemination set forth in this
Disclosure Agreement or any other means of communication, or including any other information in any
Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this
Disclosure Agreement. If the City chooses to include any information in any Annual Report or notice of
occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement,
the City shall have no obligation under this Disclosure Agreement to update such information or include it in
any future Annual Report or notice of occurrence of a Listed Event.
SECTION 10. Default. In the event of a failure of the City to comply with any provision of this
Disclosure Agreement, any Owners or Beneficial Owner of the Bonds may take such actions as may be
necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City
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to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement
shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure
Agreement in the event of any failure of the City to comply with this Disclosure Agreement shall be an action
to compel performance.
No Bond Owner or Beneficial Owner may institute such action, suit or proceeding to compel
performance unless they shall have first delivered to the City satisfactory written evidence of their status as
such, and a written notice of and request to cure such failure, and the City shall have refused to comply
therewith within a reasonable time.
SECTION 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent
shall have only such duties as are specifically set forth in this Disclosure Agreement, and the City agrees, to
the extent permitted by law, to indemnify and save the Dissemination Agent, its officers, directors, employees
and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the
exercise or performance of its powers and duties hereunder, including the costs and expenses (including
attorney’s fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination
Agent’s negligence or willful misconduct. The Dissemination Agent shall also be entitled to any further
protections and limitations from liability afforded to the Trustee under the Indenture as if such provisions were
fully set forth herein. The Dissemination Agent shall be paid compensation by the City for its services
provided hereunder in accordance with its schedule of fees as amended from time to time and all expenses,
legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties
hereunder. In performing its duties hereunder, the Dissemination Agent shall not be deemed to be acting in
any fiduciary capacity for the City, the Bond Owners, or any other party. The obligations of the City under
this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.
SECTION 12. Notices. Any notices or communications to or among any of the parties to this
Disclosure Agreement may be given as follows:
City: City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Attention: City Manager
Dissemination Agent: Willdan Financial Services
27368 Via Industria, Suite 200
Temecula, California 92590
Attention: Federal Compliance Group
SECTION 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the City,
the Dissemination Agent, if any, the Underwriters and Owners and Beneficial Owners from time to time of the
Bonds, and shall create no rights in any other person or entity.
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SECTION 14. Signature. This Disclosure Agreement has been executed by the undersigned on the
date hereof, and such signature binds the City to the undertaking herein provided.
CITY OF SOUTH SAN FRANCISCO
By:
City Manager
WILLDAN FINANCIAL SERVICES, as Dissemination
Agent
By:
Authorized Officer
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EXHIBIT A
NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD
OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: South San Francisco Public Facilities Financing Authority
Name of Issue: South San Francisco Public Facilities Financing Authority (Community Civic
Campus and Multiple Capital Projects) Lease Revenue Bonds, Series 2021A
Date of Issuance: May __, 2021
NOTICE IS HEREBY GIVEN that the City of South San Francisco (the “City”) has not provided an
Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Agreement,
dated as of June 1, 2021, by and between the City and Willdan Financial Services. [The City anticipates that
the Annual Report will be filed by __________.]
Dated: __________
[DISSEMINATION AGENT]
By: _______________________
Quint & Thimmig LLP 02/24/21
19107.17
$_________
CITY OF SOUTH SAN FRANCISCO
PUBLIC FACILITIES FINANCING AUTHORITY
(Community Civic Campus and Multiple Capital Projects)
Lease Revenue Bonds, Series 2021A
BOND PURCHASE AGREEMENT
May __, 2021
City of South San Francisco Public Facilities Financing Authority
400 Grand Avenue
South San Francisco, California 94080
City of South San Francisco
400 Grand Avenue
South San Francisco, California 94080
Ladies and Gentlemen:
Stifel, Nicolaus & Company, Incorporated (the “Representative), on behalf of itself and
Citigroup Global Markets Inc. (collectively, the “Underwriters”), hereby offers to enter into this
bond purchase agreement (the “Bond Purchase Agreement”) with the City of South San
Francisco Public Facilities Financing Authority (the “Authority”) and the City of South San
Francisco (the “City”). Upon the acceptance hereof by the Authority and the City, this offer will
be binding upon the Authority, the City and the Underwriters. This offer is made subject to (a)
the written acceptance hereof by the Authority and the City and (b) withdrawal by the
Underwriters upon written notice (by telecopy or otherwise) delivered to the Authority and the
City at any time prior to each of their acceptance hereof by the Authority and the City.
1. Purchase and Sale. Upon the terms and conditions and upon the basis of the
representations, warranties and agreements set forth herein, the Underwriters hereby agree to
purchase on the Closing Date (as defined herein), and the Authority and the City hereby agree
to sell and deliver to the Underwriters on the Closing Date, $______ principal amount of City of
South San Francisco Public Facilities Financing Authority (Community Civic Campus and
Multiple Capital Projects) Lease Revenue Bonds, Series 2021A (the “Bonds). The Bonds are
being issued pursuant to Article 4, Chapter 5, Division 7, Title 1 of the California Government
Code, a resolution of the Authority authorizing the issuance of the Bonds, adopted on April 28,
2021 (the “Authority Resolution”), and an Indenture of Trust, dated as of March 1, 2020, as
supplemented by a First Supplemental Indenture, dated as of May 1, 2021 (together, the
“Indenture”), by and between the Authority and The Bank of New York Mellon Trust
Company, N.A., as trustee (the “Trustee”). The City will lease certain real property and all
buildings and other improvements installed thereon (collectively, the “Property”) to the
Authority pursuant to a Ground Lease, dated as of March 1, 2020, as amended by a First
Amendment to Ground Lease, dated as of May 1, 2021 (together, the “Ground Lease”). The
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Property will be leased by the Authority to the City pursuant to the Lease Agreement, dated as
of March 1, 2020, as amended by a First Amendment to Lease Agreement, dated as of May 1,
2021 (together, the “Lease Agreement”), by and between the Authority and the City. Pursuant
to an Assignment Agreement, dated as of March 1, 2020, as amended by a First Amendment to
Assignment Agreement, dated as of May 1, 2021 (together, the “Assignment Agreement”), by
and between the Authority and the Trustee, the Authority will assign, for the benefit of the
owners of the Bonds, its right to receive lease payments (the ”Base Rental Payments”) made by
the City under the Lease Agreement and its right to exercise rights and remedies of the
Authority under the Lease Agreement. All capitalized terms not defined herein shall have the
respective meaning specified in Section 1.01 of the Indenture.
Under the Lease Agreement, the City is required to make Base Rental Payments and
Additional Rental Payments from legally available funds in amounts calculated to be sufficient
to pay principal of and interest on the Bonds when due. All of the Authority’s right, title and
interest in and to the Lease Agreement (except for the right to receive Additional Rental
Payments to the extent payable to the Authority and certain rights to indemnification),
including the right to receive Base Rental Payments under the Lease Agreement, are assigned to
the Trustee for the benefit of the Owners of the Bonds.
The Bonds are being issued to (a) finance the costs of the acquisition, construction
and/or installation of additional City facilities, consisting of a new City library, council
chamber, parks and recreation facilities, and a community theater to be located within the City’s
new civic center campus, street and roadway improvements located within the City, and related
improvements, facilities and equipment, and (b) pay costs of issuance of the Bonds.
The aggregate purchase price to be paid by the Underwriters for the Bonds is hereby
agreed to be $________, which amount represents the principal amount of the Bonds of
$_________, less $_________, representing the Underwriters’ discount, plus $_________,
representing an original issue premium (such payment and delivery of the Bonds and the other
actions contemplated hereby to take place at the time of such payment and delivery being
herein sometimes called the “Closing”).
The Authority and the City acknowledge and agree that (i) the purchase and sale of the
Bonds pursuant to this Bond Purchase Agreement is an arm’s-length commercial transaction
between the Authority and the City and the Underwriters; (ii) in connection with such
transaction, the Underwriters are acting solely as a principal and not as an agent or a fiduciary
of the Authority or the City; (iii) the Underwriters have not assumed a fiduciary responsibility
in favor of the Authority or the City with respect to the offering of the Bonds or the process
leading thereto (whether or not the Underwriters, or any affiliates of the Underwriters, has
advised or is currently advising the Authority or the City on other matters) nor has it assumed
any other obligation to the Authority or the City except the obligations expressly set forth in this
Bond Purchase Agreement, (iv) the Underwriters have financial and other interests that differ
from those of the Authority and the City; and (v) the Authority and the City have consulted
with their own legal and financial advisors to the extent they deemed appropriate in connection
with the offering of the Bonds.
The Authority and the City hereby acknowledge receipt from the Underwriters of
disclosures required by the Municipal Securities Rulemaking Board (“MSRB”) Rule G-17 (as set
forth in MSRB Notice 2012-25 (May 7, 2012), relating to disclosures concerning the
Underwriters’ role in the transaction, disclosures concerning the Underwriters’ compensation,
conflict disclosures, if any, and disclosures concerning complex municipal securities financing,
if any.
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A Preliminary Official Statement of the City and the Authority, dated April __, 2021
(together with the Appendices thereto, any documents incorporated therein by reference and
any supplements or amendments thereto and as disseminated in its printed physical form or in
electronic form in all respects materially consistent with such physical form, the “Preliminary
Official Statement”), has been prepared for use in marketing the Bonds, and a final Official
Statement relating to the Bonds, to be dated the date hereof, as amended to conform to the
terms of this Purchase Contract, and with such changes and amendments as are mutually
agreed to by the Authority, the City and the Representative, including the cover page, inside
cover page, the appendices and all information incorporated therein by reference, is herein
collectively referred to as the “Official Statement,” which shall be in substantially the form of
the Preliminary Official Statement, with such changes and amendments thereto as may be
mutually agreed upon by the Representative, the Authority and the City.
The Bonds shall be dated their date of delivery, and shall have the maturities, bear
interest at the rates, have reoffering yields, and be subject to redemption as shown on Exhibit A
hereto.
It shall be a condition to the Authority’s obligation to sell and to deliver the Bonds to the
Underwriters and to the obligation of the Underwriters to purchase, to accept delivery of and to
pay for the Bonds that the entire $_______ principal amount of the Bonds as authorized by the
Indenture shall be sold and delivered by the Authority and accepted and paid for by the
Underwriters at the Closing. The Underwriters may change the offering prices (or yields) of the
Bonds from time to time at any time. The Bonds may be offered and sold to certain dealers at
prices lower than such initial public offering prices. The obligation of the Authority to sell and
deliver the Bonds to the Underwriters shall also be conditioned upon the delivery by Stradling
Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, Bond Counsel
(“Bond Counsel”), of its approving legal opinion with respect to the Bonds.
The Authority and the City hereby authorize the Underwriters to use and distribute the
Ground Lease, the Lease Agreement, the Assignment Agreement, the Indenture and the
Preliminary Official Statement, and the information contained in such documents in connection
with the public offering and sale of the Bonds. The Authority and the City have authorized the
use of the Preliminary Official Statement in connection with the public offering of the Bonds by
the Underwriters prior to the date hereof.
The obligation of the City to make Base Rental Payments under the Lease Agreement
does not constitute an obligation of the City for which the City is obligated to levy or pledge
any form of taxation or for which the City has levied or pledged any form of taxation. Neither
the Bonds nor the obligation of the City to make Base Rental Payments under the Lease
Agreement constitutes a debt of the Authority, the City, the State of California or any of its
political subdivisions in contravention of any constitutional or statutory debt limitation or
restriction. The obligation of the City to make Base Rental Payments, as set forth in the Lease
Agreement, shall be deemed to be and shall be construed to be a ministerial duty imposed by
law and it shall be the ministerial duty of each and every public official of the City to take such
actions and do such things as are required by law in the performance of such duty, subject to
abatement in the event of damage or destruction to, or condemnation of, the Property or a
portion thereof.
2. Bona Fide Public Offering. The Underwriters agree to make a bona fide public offering
of all of the Bonds, at prices not in excess of the initial public offering yields or prices set forth
on the cover page of the Official Statement (defined below). Subject to Section 3(c), the Bonds
may be offered and sold to certain dealers at prices lower than such initial public offering
prices; provided, however, that the Underwriters may offer a portion of the Bonds for sale to
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selected dealers who are members of the Financial Industry Regulatory Authority, and the
Underwriters reserve the right to change such offering prices or yields as the Underwriters shall
deem necessary in connection with the marketing of the Bonds and to offer and sell the Bonds
to certain dealers (including dealers depositing the Bonds into investment trusts) and others at
prices lower than the initial offering prices or at yields higher than the initial yields set forth on
Exhibit A attached hereto. The Underwriters also reserve the right to over-allot or effect
transactions that stabilize or maintain the market price of the Bonds at a level above that which
might otherwise prevail in the open market and to discontinue such stabilizing, if commenced,
at any time. None of such activities shall affect the principal amounts, maturity dates, interest
rates, redemption or other provision of the Bonds or the amount to be paid by the Underwriters
to the Authority for the Bonds.
3. Establishment of Issue Price.
(a) The Underwriters agree to assist the Authority and the City in establishing the issue
price of the Bonds and shall execute and deliver to the Authority and the City at Closing an
“issue price” or similar certificate, together with the supporting pricing wires or equivalent
communications, substantially in the form attached hereto as Exhibit B, with such modifications
as may be appropriate or necessary, in the reasonable judgment of the Representative, the
Authority, the City and Bond Counsel, to accurately reflect, as applicable, the sales price or
prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by
the Authority and the City under this Section 3 to establish the issue price of the Bonds may be
taken on behalf of the Authority and the City by the City’s municipal advisor identified herein
and any notice or report to be provided to the Authority and the City may be provided to the
City’s municipal advisor.
(b) The Authority and the City will treat the first price at which 10% of each maturity of
the Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different
interest rates apply within a maturity, each separate CUSIP number within that maturity will be
subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement,
the Representative shall report to the Authority and the City the price or prices at which it has
sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to
any maturity of the Bonds, the Representative agrees to promptly report to the Authority and
the City the prices at which it sells the unsold Bonds of that maturity to the public. That
reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10%
test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have
been sold to the public.
(c) The Underwriters confirm that any selling group agreement and any retail
distribution agreement relating to the initial sale of the Bonds to the public, together with the
related pricing wires, contains or will contain language obligating each dealer who is a member
of the selling group and each broker-dealer that is a party to such retail distribution agreement,
as applicable, to (A) report the prices at which it sells to the public the unsold Bonds of each
maturity allotted to it until it is notified by the Representative that either the 10% test has been
satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the
public and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for
so long as directed by the Representative. The Authority and the City acknowledge that, in
making the representation set forth in this subsection, the Underwriters will rely on (i) in the
event a selling group has been created in connection with the initial sale of the Bonds to the
public, the agreement of each dealer who is a member of the selling group to comply with the
hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the
related pricing wires, and (ii) in the event that a retail distribution agreement was employed in
connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer
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that is a party to such agreement to comply with the hold-the-offering-price rule, if applicable,
as set forth in the retail distribution agreement and the related pricing wires. The Authority and
the City further acknowledge that the Underwriters shall not be liable for the failure of any
dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail
distribution agreement, to comply with its corresponding agreement regarding the hold-the-
offering-price rule as applicable to the Bonds.
(d) The Underwriters acknowledge that sales of any Bonds to any person that is a
related party to the Underwriters shall not constitute sales to the public for purposes of this
Section 3. Further, for purposes of this Section 3:
(i) “public” means any person other than an underwriter or a related party,
(ii) “underwriter” means (A) any person that agrees pursuant to a written
contract with the Authority and the City (or with the lead underwriter to form an
underwriting syndicate) to participate in the initial sale of the Bonds to the public and
(B) any person that agrees pursuant to a written contract directly or indirectly with a
person described in clause (A) to participate in the initial sale of the Bonds to the public
(including a member of a selling group or a party to a retail distribution agreement
participating in the initial sale of the Bonds to the public),
(iii) a purchaser of any of the Bonds is a “related party” to an underwriter if the
underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50%
common ownership of the voting power or the total value of their stock, if both entities
are corporations (including direct ownership by one corporation of another), (ii) more
than 50% common ownership of their capital interests or profits interests, if both entities
are partnerships (including direct ownership by one partnership of another), or (iii)
more than 50% common ownership of the value of the outstanding stock of the
corporation or the capital interests or profit interests of the partnership, as applicable, if
one entity is a corporation and the other entity is a partnership (including direct
ownership of the applicable stock or interests by one entity of the other), and
(iv) “sale date” means the date of execution of this Bond Purchase Agreement by
all parties.
4. The Bonds. The Bonds will be issued, executed and delivered pursuant to the
Indenture. The City Council of the City has adopted a resolution on April 28, 2021, relating to
the Bonds (the “City Resolution”). This Bond Purchase Agreement, the Ground Lease, the Lease
Agreement and the Continuing Disclosure Certificate (hereinafter defined) are collectively
referred to as the “City Documents.” This Bond Purchase Agreement, the Indenture, the
Ground Lease, the Lease Agreement and the Assignment Agreement are collectively referred to
as the “Authority Documents.”
5. Official Statement, Continuing Disclosure.
(a) The Authority and the City represent that they have deemed the Preliminary Official
Statement to be final as of its date, except for either revisions or additions to the offering
price(s), interest rate(s), yield(s) to maturity, selling compensation, aggregate principal amount,
principal amount per maturity, delivery date, rating(s) and other terms of the Bonds which
depend upon the foregoing as provided in and pursuant to Rule 15c2-12 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Rule”).
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(b) The Underwriters agree that, prior to the time the final Official Statement is available,
the Underwriters will send to any potential purchaser of the Bonds, upon the request of such
potential purchaser, a copy of the most recent Preliminary Official Statement. Such Preliminary
Official Statement shall be sent by first class mail (or other equally prompt means) not later than
the second business day following the date upon which each such request is received.
(c) The Authority agrees to deliver to the Underwriters, at such addresses as the
Underwriters shall specify, as many copies of the final Official Statement relating to the Bonds
as the Underwriters shall reasonably request as necessary to comply with paragraph (b)(4) of
the Rule and with Rule G-32, Rule G-36 and all other applicable rules of the Municipal
Securities Rulemaking Board. The Authority agrees to deliver such copies of the Official
Statement within seven business days after the execution hereof. The Underwriters agrees to
give notice to the Authority on the date after which the Underwriters shall no longer be
obligated to deliver copies of the Official Statement pursuant to paragraph (b)(4) of the Rule,
which date shall be no earlier than 25 days after the “end of the underwriting period,” as
determined in accordance with Section 14 herein.
(d) Prior to the earlier of (i) receipt of notice from the Underwriters that no participating
underwriter, as such term is defined in the Rule, remains obligated to deliver Official
Statements pursuant to paragraph (b)(4) of the Rule or (ii) 25 days after the date of the Closing
(as defined below), the Authority and the City shall provide the Underwriters with such
information regarding the Authority and the City, each of their current financial conditions and
ongoing operations as the Underwriters may reasonably request.
(e) The City hereby covenants and agrees that it will, on or prior to the Closing Date,
execute a certificate for the benefit of the owners of the Bonds in which the City will undertake
to provide financial information, operating data and notices of material events as required by
paragraph (d)(2)(ii) of the Rule substantially in the form of Appendix E to the Official Statement
(the “Continuing Disclosure Certificate”).
6. Representations, Warranties and Agreements of the City. The City represents,
warrants and agrees as follows:
(a) The City is a municipal corporation and general law city duly organized and validly
existing under the Constitution and laws of the State of California.
(b) The City has full legal right, power and authority (i) to enter into, execute and deliver
the City Documents; and (ii) to carry out and consummate the transactions on its part
contemplated by the City Documents and the Official Statement.
(c) By all necessary official action, the City has duly authorized and approved the City
Documents, has duly authorized and approved the Preliminary Official Statement and the
Official Statement and approved the distribution thereof (including in electronic form), has duly
authorized and approved the execution and delivery of, and the performance by the City of the
obligations in connection with the execution and delivery of the Bonds on its part contained in
the City Documents, and the consummation by it of all other transactions contemplated by the
City Documents in connection with the execution and delivery of the Bonds, all pursuant to the
City Resolution adopted at a meeting duly called and held in accordance with the requirements
of all applicable laws and at which a quorum of the members of the City Council was
continuously present. The City Resolution has not been modified, amended or rescinded since
the date of its adoption.
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(d) The City is not in any material respect in breach of or default under any applicable
constitutional provision, law or administrative regulation of the State of California or of the
United States, or any agency or instrumentality of either, or any applicable judgment or decree,
or any loan agreement, indenture, bond, note, resolution, agreement (including, without
limitation, the City Documents) or other instrument to which the City is a party which breach or
default has or may have an adverse effect on the ability of the City to perform its obligations
under the City Documents, and no event has occurred and is continuing which with the passage
of time or the giving of notice, or both, would constitute such a default or event of default under
any such instrument; and the execution and delivery of the Bonds and the City Documents, and
compliance with the provisions on the City’s part contained therein, will not conflict in any
material way with or constitute a material breach of or a material default under any
constitutional provision, law, administrative regulation, judgment, decree, loan agreement,
indenture, bond, note, resolution, agreement or other instrument to which the City is a party
nor will any such execution, delivery, adoption or compliance result in the creation or
imposition of any lien, charge or other security interest or encumbrance of any nature
whatsoever upon any of the property or assets of the City or under the terms of any such law,
regulation or instrument, except as provided by the Bonds and the City Documents.
(e) All authorizations, approvals, licenses, permits, consents and orders of any
governmental authority, legislative body, board, agency or commission having jurisdiction of
the matter which are required for the due authorization by, or which would constitute a
condition precedent to or the absence of which would materially adversely affect the due
performance by, the City of its obligations in connection with the execution and delivery of the
Bonds under the City Documents or the consummation by it of all other transactions
contemplated by the City Documents have been duly obtained, except for such approvals,
consents and orders as may be required under the Blue Sky or securities laws of any state in
connection with the offering and sale of the Bonds; except as described in or contemplated by
the Official Statement, all authorizations, approvals, licenses, permits, consents and orders of
any governmental authority, board, agency or commission having jurisdiction of the matter
which are required for the due authorization by, or which would constitute a condition
precedent to or the absence of which would materially adversely affect the due performance by,
the City of its obligations under the City Documents have been duly obtained.
(f) There is no action, suit, proceeding, inquiry or investigation, notice of which has been
duly served on the City, at law or in equity before or by any court, government agency, public
board or body, pending or to the best knowledge of the officer of the City executing this Bond
Purchase Agreement, threatened against the City, affecting the existence of the City or the titles
of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the
sale, execution or delivery of the Bonds pursuant to the Indenture, or contesting or affecting as
to the City the validity or enforceability of the City Documents, or contesting the completeness
or accuracy of the Preliminary Official Statement or the Official Statement, or contesting the
powers of the City to cause the execution and delivery or adoption by the City of the City
Documents, or in any way contesting or challenging the consummation of the transactions
contemplated hereby or thereby; nor, to the best knowledge of the City, is there any basis for
any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision,
ruling or finding would materially adversely affect the validity of the Bonds or the
authorization, execution, delivery or performance by the City of the City Documents.
(g) The City will furnish such information, execute such instruments and take such other
action in cooperation with the Underwriters as the Underwriters may reasonably request in
order (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and
regulations of such states and other jurisdictions of the United States as the Underwriters may
designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such
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states and other jurisdictions, and will use its best efforts to continue such qualifications in
effect so long as required for the distribution of the Bonds; provided, however, that the City
shall not be required to execute a general or special consent to service of process or qualify to do
business in connection with any such qualification or determination in any jurisdiction, and the
Underwriters shall bear all costs in connection with the foregoing.
(h) As of the date thereof, the Preliminary Official Statement (other than information
therein regarding DTC or its book-entry system or any information provided by the
Underwriters) did not, except for the omission of certain information permitted to be omitted in
accordance with the Rule, contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading.
(i) At the time of the City’s acceptance hereof, and (unless an event occurs of the nature
described in paragraph (k) of this Section 6) at all times subsequent thereto up to and including
the Closing Date, the Official Statement (other than information therein regarding DTC or its
book-entry system or any information provided by the Underwriters) did not and will not
contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not
misleading.
(j) If the Official Statement is supplemented or amended pursuant to paragraph (k) of
this Section 6, at the time of each supplement or amendment thereto and (unless subsequently
again supplemented or amended pursuant to such paragraph) at all times subsequent thereto
up to and including the Closing Date, the Official Statement (other than information therein
provided by the Underwriters) as so supplemented or amended will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading.
(k) If between the date of this Bond Purchase Agreement and that date which is 25 days
after the end of the underwriting period (as determined in accordance with Section 15 hereof)
any event of which the officer of the City executing this Bond Purchase Agreement has
knowledge shall occur affecting the City which might adversely affect the marketability of the
Bonds or the market prices thereof, or which might cause the Official Statement, as then
supplemented or amended, to contain any untrue statement of a material fact or to omit to state
a material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading, the City shall notify the Underwriters thereof, and if in
the opinion of the Representative such event requires the preparation and publication of a
supplement or amendment to the Official Statement, the City will at its expense prepare and
furnish to the Underwriters a reasonable number of copies of such supplement to, or
amendment of, the Official Statement in a form and in a manner approved by the City, Bond
Counsel, Disclosure Counsel and the Representative.
(l) Any certificate signed by any officer of the City and delivered to the Underwriters
pursuant to the City Documents or any document contemplated thereby or required for the
valid execution and delivery of the Bonds shall be deemed a representation and warranty by the
City to the Underwriters as to the statements made therein.
(m) The City will cause the proceeds from the sale of the Bonds to be paid to the Trustee
for the purposes specified in the Indenture and the Official Statement. So long as any of the
Bonds are outstanding and except as may be authorized by the Indenture, the City will not
issue or sell, or cause to be issued or sold, any bonds or other obligations, other than the Bonds
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delivered thereunder, the interest on and premium, if any, or principal of which will be payable
from Base Rental Payments.
7. Representations, Warranties and Agreements of the Authority. The Authority
represents, warrants and agrees as follows:
(a) The Authority is a joint exercise of powers entity duly organized and validly existing
under the laws of the State of California pursuant to a Joint Exercise of Powers Agreement
between the City and the Parking Authority of the City of South San Francisco, dated as of
December 1, 2019 (the “JPA Agreement”).
(b) The Authority has full legal right, power and authority (i) to enter into, execute and
deliver the Authority Documents and to sell and deliver the Bonds to the Underwriters as
provided herein; and (ii) to carry out and consummate the transactions on its part contemplated
by the Authority Documents and the Official Statement.
(c) By all necessary official action, the Authority has duly authorized and approved the
issuance of the Bonds and the Authority Documents, has duly authorized and approved the
Preliminary Official Statement and the Official Statement and approved the distribution thereof
(including in electronic form), has duly authorized and approved the execution and delivery of,
and the performance by the Authority of the obligations in connection with the execution and
delivery of the Bonds on its part contained in the Bonds and the Authority Documents, and the
consummation by it of all other transactions contemplated by the Authority Documents in
connection with the execution and delivery of the Bonds, all pursuant to the Authority
Resolution adopted at a meeting duly called and held in accordance with the requirements of all
applicable laws and at which a quorum of the board members of the Authority was
continuously present. The Authority Resolution has not been modified, amended or rescinded
since the date of its adoption and each Authority Document is or will be, when delivered, as
applicable, the valid and binding obligation of the Authority.
(d) The Authority is not in any material respect in breach of or default under any
applicable constitutional provision, law or administrative regulation of the State of California or
of the United States, or any agency or instrumentality of either, or any applicable judgment or
decree, or the JPA Agreement, or any loan agreement, indenture, bond, note, resolution,
agreement (including, without limitation, the Authority Documents) or other instrument to
which the Authority is a party which breach or default has or may have an adverse effect on the
ability of the Authority to perform its obligations under the Bonds or the Authority Documents,
and no event has occurred and is continuing which with the passage of time or the giving of
notice, or both, would constitute such a default or event of default under any such instrument;
and the execution and delivery of the Bonds and the Authority Documents, and compliance
with the provisions on the Authority’s part contained therein, will not conflict in any material
way with or constitute a material breach of or a material default under any constitutional
provision, law, administrative regulation, judgment, decree, loan agreement, indenture, Bond,
note, resolution, agreement or other instrument to which the Authority is a party nor will any
such execution, delivery, adoption or compliance result in the creation or imposition of any lien,
charge or other security interest or encumbrance of any nature whatsoever upon any of the
property or assets of the Authority or under the terms of any such law, regulation or
instrument, except as provided by the Bonds and the Authority Documents.
(e) All authorizations, approvals, licenses, permits, consents and orders of any
governmental authority, legislative body, board, agency or commission having jurisdiction of
the matter which are required for the due authorization by, or which would constitute a
condition precedent to or the absence of which would materially adversely affect the due
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performance by, the Authority of its obligations in connection with the issuance of the Bonds
under the Authority Documents or the consummation by it of all other transactions
contemplated by the Authority Documents, including all filings with the California Secretary of
State, have been duly obtained, except for such approvals, consents and orders as may be
required under the Blue Sky or securities laws of any state in connection with the offering and
sale of the Bonds; except as described in or contemplated by the Official Statement, all
authorizations, approvals, licenses, permits, consents and orders of any governmental
authority, board, agency or commission having jurisdiction of the matter which are required for
the due authorization by, or which would constitute a condition precedent to or the absence of
which would materially adversely affect the due performance by, the Authority of its
obligations under the Bonds and the Authority Documents have been duly obtained.
(f) The Bonds, when executed, issued, authenticated and delivered in accordance with
the Indenture, and sold to the Underwriters as provided herein, will be validly executed and
outstanding obligations, entitled to the benefits of the Indenture, and upon such execution and
delivery, the Indenture will provide, for the benefit of the Owners from time to time of the
Bonds, the legally valid and binding security interest it purports to create.
(g) There is no action, suit, proceeding, inquiry or investigation, notice of which has
been duly served on the Authority, at law or in equity before or by any court, government
agency, public board or body, pending or to the best knowledge of the officer of the Authority
executing this Bond Purchase Agreement, threatened against the Authority, affecting the
existence of the Authority or the titles of its officers to their respective offices, or affecting or
seeking to prohibit, restrain or enjoin the sale, issuance, execution or delivery of the Bonds
pursuant to the Indenture, or contesting or affecting as to the Authority the validity or
enforceability of the Bonds or the Authority Documents, or contesting the completeness or
accuracy of the Preliminary Official Statement or the Official Statement, or contesting the
powers of the Authority to cause the issuance of the Bonds, or the execution and delivery or
adoption by the Authority of the Authority Documents, or in any way contesting or challenging
the consummation of the transactions contemplated hereby or thereby; nor, to the best
knowledge of the Authority, is there any basis for any such action, suit, proceeding, inquiry or
investigation, wherein an unfavorable decision, ruling or finding would materially adversely
affect the validity of the Bonds or the authorization, execution, delivery or performance by the
Authority of the Bonds or the Authority Documents.
(h) The Authority will furnish such information, execute such instruments and take such
other action in cooperation with the Underwriters as the Underwriters may reasonably request
in order (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws
and regulations of such states and other jurisdictions of the United States as the Underwriters
may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of
such states and other jurisdictions, and will use its best efforts to continue such qualifications in
effect so long as required for the distribution of the Bonds; provided, however, that the
Authority shall not be required to execute a general or special consent to service of process or
qualify to do business in connection with any such qualification or determination in any
jurisdiction, and the Underwriters shall bear all costs in connection with the foregoing.
(i) As of the date thereof, the Preliminary Official Statement did not, except for the
omission of certain information permitted to be omitted in accordance with the Rule, contain
any untrue statement of a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading.
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(j) At the time of the Authority’s acceptance hereof, and (unless an event occurs of the
nature described in paragraph (l) of this Section 5) at all times subsequent thereto up to and
including the Closing Date, the information under the caption “THE AUTHORITY” in the
Official Statement (other than information therein provided by the Underwriters) did not and
will not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under which they were made,
not misleading.
(k) If the Official Statement is supplemented or amended pursuant to paragraph (l) of
this Section 7, at the time of each supplement or amendment thereto and (unless subsequently
again supplemented or amended pursuant to such paragraph) at all times subsequent thereto
up to and including the Closing Date, the Official Statement (other than information therein
provided by the Underwriters) as so supplemented or amended will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading.
(l) If between the date of this Bond Purchase Agreement and that date which is 25 days
after the end of the underwriting period (as determined in accordance with Section 15 hereof)
any event of which the officer of the Authority executing this Bond Purchase Agreement has
knowledge shall occur affecting the Authority which might adversely affect the marketability of
the Bonds or the market prices thereof, or which might cause the Official Statement, as then
supplemented or amended, to contain any untrue statement of a material fact or to omit to state
a material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading, the Authority shall notify the Underwriters thereof, and
if in the opinion of the Representative such event requires the preparation and publication of a
supplement or amendment to the Official Statement, the Authority will at its expense prepare
and furnish to the Underwriters a reasonable number of copies of such supplement to, or
amendment of, the Official Statement in a form and in a manner approved by the City, Bond
Counsel, Disclosure Counsel and the Representative.
(m) Any certificate signed by any officer of the Authority and delivered to the
Underwriters pursuant to the Authority Documents or any document contemplated thereby or
required for the valid execution and delivery of the Bonds shall be deemed a representation and
warranty by the Authority to the Underwriters as to the statements made therein.
(n) The Authority will cause the proceeds from the sale of the Bonds to be paid to the
Trustee for the purposes specified in the Indenture and the Official Statement. So long as any of
the Bonds are outstanding and except as may be authorized by the Indenture, the Authority will
not issue or sell any bonds or other obligations, other than the Bonds delivered thereunder, the
interest on and premium, if any, or principal of which will be payable from the Revenues.
(o) The Authority shall honor all other covenants on its part contained in the Indenture
and the Lease Agreement which are incorporated herein and made a part of this Bond Purchase
Agreement.
8. Closing. At 8:00 A.M., Pacific Daylight time, on May 27, 2021, or on such other date
time, as may be mutually agreed upon by the Authority, the City and the Representative (the
“Closing Date”), the Authority will, subject to the terms and conditions hereof, deliver to the
Underwriters, through the facilities of The Depository Trust Company (“DTC”), or at such other
place as the Authority, the City and the Representative may mutually agree, the Bonds in
definitive, fully registered form (one Bond for each maturity), duly executed and registered in
the name of Cede & Co. as nominee of DTC; and, subject to the terms and conditions hereof, the
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Representative shall wire to the Trustee Federal Reserve Bank Funds in the amount of the
purchase price of the Bonds.
9. Closing Conditions. The Underwriters have entered into this Bond Purchase
Agreement in reliance upon the representations and warranties of the Authority and the City
contained herein, and in reliance upon the representations and warranties to be contained in the
documents and instruments to be delivered at the Closing and upon the performance by the
Authority and the City of its obligations hereunder, both as of the date hereof and as of the
Closing Date. Accordingly, the Underwriters’ obligations under this Bond Purchase Agreement
to purchase, to accept delivery of and to pay for the Bonds shall be conditioned upon the
performance by the Authority and the City of their respective obligations to be performed
hereunder and under such documents and instruments at or prior to the Closing Date, shall be
subject, at the option of the Underwriters, to the accuracy in all material respects of the
statements the officers and other officials of the Authority and of the City, as the Underwriters,
authorized representatives of Bond Counsel, the Trustee, and the City Attorney made in any
certification or other documents furnished pursuant to the provisions hereof, and shall also be
subject to the following additional conditions:
(a) The respective representations and warranties of the Authority and the City
contained herein shall be true, complete and correct on the date hereof and on and as of the
Closing Date, as if made on the Closing Date;
(b) At the time of Closing, the City Documents and the Authority Documents shall be in
full force and effect in accordance with their terms and shall not have been amended, modified
or supplemented and the Official Statement shall not have been supplemented or amended,
except in any such case as may have been agreed to by the Representative;
(c) All necessary official action of the Authority, the City and of the other parties thereto
relating to the City Documents and the Authority Documents shall have been taken and shall be
in full force and effect and shall not have been amended, modified or supplemented in any
material respect;
(d) Subsequent to the date hereof, there shall not have occurred any change in or
affecting particularly the Authority, the City or the Bonds, as the foregoing is described in the
Official Statement, which in the reasonable opinion of the Representative materially impairs the
investment quality of the Bonds; and
(e) At or prior to the Closing Date, the Underwriters shall have received copies of each
of the following documents:
(i) The Official Statement and each supplement or amendment, if any, thereto,
executed by authorized officers of the Authority and the City;
(ii) A copy of the Indenture, executed by the parties thereto;
(iii) A copy of the Lease Agreement, executed by the parties thereto;
(iv) A copy of the Ground Lease, executed by the parties thereto;
(vi) A copy of the Continuing Disclosure Certificate, executed by the City;
(vii) A certified copy of the JPA Agreement;
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(viii) A certificate or certificates of the City, dated the Closing Date, to the effect
that:
(A) the representations and warranties of the City contained herein are
true and correct in all material respects on and as of the Closing Date as if made
on the Closing Date and the City has complied with all of the terms and
conditions of this Purchase Agreement required to be complied with by the City
at or prior to the Closing Date;
(B) none of the proceedings or authority for (i) the authorization, sale,
execution and delivery of the Bonds, (ii) the adoption of the City Resolution, or
(iii) the execution and delivery of the City Documents and performance of its
obligations thereunder, has been repealed, modified, amended, revoked or
rescinded;
(C) subsequent to June 30, 2019, and prior to Closing, there have been no
material adverse changes in the financial position of the City;
(D) no event affecting the City has occurred since the date of the Official
Statement that should be disclosed in the Official Statement for the purposes for
which it is to be used or which it is necessary to disclose therein in order to make
the statements and information therein not misleading in any material respect;
and
(E) No consent is required for the inclusion of the City’s 2019-20 audited
financial statements in the Official Statement.
(ix) A certificate or certificates of the Authority, dated the Closing Date, to the
effect that:
(A) the representations and warranties of the Authority contained herein
are true and correct in all material respects on and as of the Closing Date as if
made on the Closing Date and the Authority has complied with all of the terms
and conditions of this Purchase Agreement required to be complied with by the
Authority at or prior to Closing Date;
(B) none of the proceedings or authority for (i) the authorization, sale,
execution and delivery of the Bonds, (ii) the adoption of the Authority
Resolution, or (iii) the execution and delivery of the Authority Documents, has
been repealed, modified, amended, revoked or rescinded; and
(C) no event affecting the Authority has occurred since the date of the
Official Statement that should be disclosed in the Official Statement for the
purposes for which it is to be used or which it is necessary to disclose therein in
order to make the statements and information therein not misleading in any
material respect.
(x) An opinion or opinions, dated the Closing Date and addressed to the
Underwriters and the Trustee, of the City Attorney, to the effect that:
(A) The City is a municipal corporation and general law city duly
organized and validly existing under the Constitution and laws of the State of
California;
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(B) The City Documents have been duly approved by a resolution of the
City adopted at a meeting duly called and held in accordance with the
requirements of all applicable laws, with all public notice required by law, and at
which a quorum of the members of the City Council was continuously present
and such resolution has not been modified, amended or rescinded since the date
of its adoption;
(C) Except as described in the Official Statement, there is no litigation,
inquiry, or investigation pending or to the best of such counsel’s knowledge after
due inquiry, threatened, which: (1) challenges the right or title of any member or
officer of the City to hold his or her office or exercise or perform the powers and
duties pertaining thereto; (2) challenges the validity or enforceability of the
Bonds or the City Documents; (3) seeks to restrain or enjoin the sale of the Bonds
or the execution and delivery by the City of, or the performance by the City of its
legal obligations under, the City Documents or in which a final adverse decision
could materially adversely affect the operations of the City with respect to the
Property; or (4) contests in any way the completeness or accuracy of the
Preliminary Official Statement or the Official Statement, nor, to the best of such
counsel’s knowledge, is there any basis therefor;
(D) The execution and delivery by the City of, and the performance by the
City of its obligations under, the City Documents, do not conflict with, violate or
constitute a default under any provision of any law, court order or decree or any
contract, instrument or agreement to which the City is a party or by which it is
bound and of which such counsel has knowledge;
(E) As of the date hereof, the statements and information relating to the
City contained in the Preliminary Official Statement and Official Statement did
not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading; and
(F) The City Documents have been duly authorized, executed and
delivered by the City and, assuming due authorization, execution and delivery of
the City Documents by the parties thereto other than the City, the City
Documents constitute legal, valid and binding agreements of the City,
enforceable against the City in accordance with their respective terms except as
enforcement may be limited by bankruptcy, insolvency and other laws affecting
the enforcement of creditors’ rights and remedies in general, or by the
application of equitable principles if equitable remedies are sought.
(G) Except as may be required under the “blue sky” or securities laws of
the United States or any state, there is no authorization, approval, consent or
other order of, or filing with, or certification by, the State or any other
governmental authority or agency within the State having jurisdiction over the
City required for the issuance of the Bonds or the consummation by the City of
the other financial transactions contemplated by the Official Statement and the
City Documents.
(H) Based on the information made available to the City Attorney in its
role as City Attorney to the City, and without having undertaken to determine
independently or assume any responsibility for the accuracy, completeness or
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fairness of the statements contained in the Official Statement, nothing has come
to its attention which would lead it to believe that the Official Statement as of its
date and as of the date of Closing (excluding therefrom the financial and
statistical data and forecasts included therein, as to which no opinion is
expressed and information relating to the Authority and the Depository Trust
Company and its book entry system) contained or contains any untrue statement
of a material fact or omitted or omits to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading;
(xi) An opinion or opinions, dated the Closing Date and addressed to the
Underwriters and the Trustee, of the City Attorney, as counsel for the Authority, to the
effect that:
(A) The Authority is a joint exercise of powers authority duly organized
and validly existing under the laws of the State of California pursuant to the JPA
Agreement;
(B) The Authority Documents have been duly approved by the Authority
Resolution adopted at a meeting duly called and held in accordance with the
requirements of all applicable laws, with all public notice required by law, and at
which a quorum of the members of the Board of the Authority was continuously
present and such resolution has not been modified, amended or rescinded since
the date of its adoption;
(C) Except as described in the Official Statement, there is no litigation,
inquiry, or investigation pending to the best of such counsel’s knowledge after
due inquiry, or threatened, which: (1) challenges the right or title of any Board
member or officer of the Authority to hold his or her office or exercise or perform
the powers and duties pertaining thereto; (2) challenges the validity or
enforceability of the Bonds or the Authority Documents; (3) seeks to restrain or
enjoin the sale of the Bonds or the execution and delivery by the Authority of, or
the performance by the Authority of its legal obligations under, the Authority
Documents or in which a final adverse decision could materially adversely affect
the operations of the Authority with respect to the Property; or (4) contests in
any way the completeness or accuracy of the Preliminary Official Statement or
the Official Statement, nor, to the best of such counsel’s knowledge, is there any
basis therefor;
(D) The execution and delivery by the Authority of, and the performance
by the Authority of its obligations under, the Authority Documents, do not
conflict with, violate or constitute a default under any provision of any law, court
order or decree or any contract, instrument or agreement to which the Authority
is a party or by which it is bound and of which such counsel has knowledge; and
(E) The Authority Documents have been duly authorized, executed and
delivered by the Authority and, assuming due authorization, execution and
delivery of the Authority Documents by the parties thereto other than the
Authority, the Authority Documents constitute legal, valid and binding
agreements of the Authority, enforceable against the Authority in accordance
with their respective terms except as enforcement may be limited by bankruptcy,
insolvency and other laws affecting the enforcement of creditors’ rights and
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remedies in general, or by the application of equitable principles if equitable
remedies are sought.
(F) Except as may be required under the “blue sky” or securities laws of
the United States or any state, there is no authorization, approval, consent or
other order of, or filing with, or certification by, the State or any other
governmental authority or agency having jurisdiction over the Authority
required for the issuance of the Bonds or the consummation by the Authority of
the other financial transactions contemplated by the Official Statement and the
Authority Documents.
(G) Based on the information made available to such City Attorney in its
role as counsel to the Authority, and without having undertaken to determine
independently or assume any responsibility for the accuracy, completeness or
fairness of the statements contained in the Official Statement under the captions
entitled “THE AUTHORITY,” and “LITIGATION”, nothing has come to such
City Attorney’s attention that would lead it to believe that the statements
contained in the above-referenced captions as of the date of the Official
Statement and as of the date of Closing (excluding therefrom the financial and
statistical data and forecasts included therein, as to which no opinion is
expressed) contained or contains any untrue statement of a material fact or
omitted or omits to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading;
(xii) An opinion, dated the Closing Date and addressed to the Authority, of Bond
Counsel, substantially in the form set forth in Appendix D to the Official Statement,
together with a letter or letters from such counsel, dated the Closing Date and addressed
to the Underwriters and the Trustee, to the effect that the foregoing opinion may be
relied upon by the Underwriters and the Trustee to the same extent as if such opinion
was addressed to them;
(xiii) A supplemental opinion, dated the Closing Date and addressed to the
Underwriters, of Bond Counsel, to the effect that:
(A) the Bonds are not subject to the registration requirements of the
Securities Act of 1933, as amended, and the Indenture is exempt from
qualification pursuant to the Trust Indenture Act of 1939, as amended;
(B) the Bond Purchase Agreement has been duly executed and delivered
by the Authority and the City and is a valid and binding agreement of the
Authority and the City; and
(C) the statements contained in the Official Statement under the captions
“THE SERIES 2021A BONDS,” “SECURITY AND SOURCE OF PAYMENT FOR
THE SERIES 2021A BONDS” and “TAX MATTERS” and in APPENDIX B–
”SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS” and APPENDIX D—
PROPOSED FORM OF OPINION OF BOND COUNSEL,” insofar as such
statements expressly summarize certain provisions of the Indenture, the Lease
Agreement, the Ground Lease and the final opinion of Bond Counsel concerning
certain tax matters relating to the Bonds, are accurate in all material respects;
(xiv) A letter, dated the Closing Date and addressed to the Authority, the City
and the Underwriters of Stradling Yocca Carlson & Rauth, a Professional Corporation,
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as disclosure counsel (“Disclosure Counsel”), to the effect that, based on among other
things, (i) inquiries and discussions of various legal matters, (ii) review of and reliance
on certain documents, certificates, instructions, records and opinions of counsel, and
(iii) participation in meetings and telephone conferences with representatives of the
Authority and the City, Sperry Capital, Inc., as municipal advisor to the City, and others
including the City Attorney and Underwriters’ counsel, during which the content of the
Preliminary Official Statement and the Official Statement and related matters were
discussed, no information has come to the attention of Disclosure Counsel with respect
to the issuance of the Bonds which caused Disclosure Counsel to believe that (a) the
Preliminary Official Statement as of its date or as of May 27, 2021 (excluding therefrom
financial, demographic and statistical data; forecasts, projections, estimates, assumptions
and expressions of opinions; information relating to DTC and its book-entry only
system; information under the captions “TAX MATTERS” and “UNDERWRITING”;
and the Appendices to the Preliminary Official Statement (other than Appendices A and
E) as to which we express no view) contained any untrue statement of a material fact or
omitted to state a material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, except for such
information as is permitted to be excluded from the Preliminary Official Statement
pursuant to Rule 15c2-12, including but not limited to information as to pricing, yields,
interest rates, maturities, amortization, redemption provisions, ratings, debt service
requirements, Underwriters’ discount and CUSIP numbers; or (b) the Official Statement
as of its date and as of the Closing Date (excluding therefrom financial, demographic,
statistical or economic or demographic data; forecasts, numbers, charts, tables, graphs,
projections, estimates, assumptions and expressions of opinions; information relating to
DTC and its book-entry only system or CUSIP numbers; information under the captions
“TAX MATTERS” and “UNDERWRITING”; and the Appendices to the Official
Statement (other than Appendices A and E) as to which we express no view) contained
or contains any untrue statement of a material fact or omitted or omits to state a material
fact necessary to make the statements made therein, in the light of the circumstances
under which they were made, not misleading. However, in providing advice and
assistance as Disclosure Counsel, Disclosure Counsel provided no independent
diligence on the MSRB’s Electronic Municipal Market Access website, and we express no
view regarding the City’s or the City’s related entities’ compliance with any obligation
to file annual reports or provide notice of events, each as described in Rule 15c2-12;
(xv) the opinion of Quint & Thimmig LLP, as counsel to the Underwriters, dated
the Closing Date and addressed to the Underwriters, in form and substance acceptable
to the Representative.
(xvi) A certificate of an authorized officer of the Trustee satisfactory to the
Representative, certifying substantially as follows:
(A) The Trustee is a national banking association duly organized and in
good standing under the laws of the United States of America and has all
necessary power and authority to enter into the Indenture and to perform its
duties under the Indenture;
(B) The Trustee is duly authorized to enter into the Indenture and to
authenticate and deliver the Bonds to the Underwriters pursuant to the terms of
the Indenture and, when executed by the other parties thereto, the Indenture will
constitute a legal, valid and binding obligation of the Trustee enforceable in
accordance with its terms;
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(C) The Bonds have been duly authenticated and delivered to the
Underwriters pursuant to direction from the Authority;
(D) The Trustee is not in breach of or default under any law or
administrative rule or regulation of the State of California or of any department,
division, agency or instrumentality thereof, of any applicable court or
administrative decree or order, or any other material instrument to which the
Trustee is a party or is otherwise subject or bound and which would materially
impair the ability of the Trustee to perform its obligations under the Indenture;
(E) To its knowledge, no action, suit, proceeding, inquiry or investigation,
at law or in equity, before or by any court, regulatory agency, public board or
body, is pending or threatened in any way against the Trustee affecting the
existence of the Trustee or the titles of its directors or officers to their respective
offices, or seeking to restrain or enjoin the execution, sale or delivery of the
Bonds, the application of the proceeds thereof in accordance with the Indenture,
or in any way contesting or affecting the validity or enforceability of the Bonds or
the Indenture;
(F) The execution and delivery of the Indenture will not conflict with or
constitute a breach of or default under the Trustee’s duties under such
documents, or any law, administrative regulation, court decree, resolution,
articles of association, bylaws or other material agreement to which the Trustee is
subject or by which it is bound; and
(G) No consent, approval, authorization or other action by any
governmental or regulatory authority having jurisdiction over the Trustee that
has not been obtained is or will be required for the authentication and delivery of
the Bonds, the execution and delivery of the Indenture, the performance of the
Trustee’s duties under the Indenture or the consummation by the Trustee of the
other transactions contemplated by the Indenture, except as such may be
required under the state securities or blue sky laws in connection with the
distribution of the Bonds by the Underwriters.
(xvii) An opinion of counsel to the Trustee in form and substance acceptable to
the Representative;
(xviii) Evidence, satisfactory to Bond Counsel and the Representative, of
insurance, including a CLTA title insurance policy, in compliance with the Lease
Agreement;
(xix) 15c2-12 certificates of City and the Authority;
(xx) Certified copies of the City Resolution and the Authority Resolution;
(xxi) Evidence, satisfactory to the Representative, that the Bonds have been
assigned the rating of “___” by S&P Global Ratings, a Standard & Poor’s Financial
Services LLC business;
(xxii) Transcripts of all proceedings relating to the authorization, issuance,
execution and delivery of the Bonds certified by the City and the Authority as
applicable; and
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(xxiii) Such additional legal opinions, certificates, instruments and other
documents as the Underwriters may reasonably request to evidence the truth and
accuracy, as of the date hereof and as of the date of the Closing, of the City’s
representations and warranties contained herein and of the statements and information
contained in the Official Statement and the due performance or satisfaction by the City
and the Authority on or prior to the date of the Closing of all the agreements then to be
performed and conditions then to be satisfied by each of them.
All the opinions, letters, certificates, instruments and other documents mentioned above
or elsewhere in this Bond Purchase Agreement shall be deemed to be in compliance with the
provisions hereof if, but only if, they are in form and substance satisfactory to Bond Counsel,
Disclosure Counsel and the Representative.
If the City shall be unable to satisfy the conditions to the obligations of the Underwriters
to purchase, to accept delivery of and to pay for the Bonds contained in this Bond Purchase
Agreement, or if the obligations of the Underwriters to purchase, to accept delivery of and to
pay for the Bonds shall be terminated for any reason permitted by this Bond Purchase
Agreement, this Bond Purchase Agreement shall terminate and none of the Underwriters, the
Authority or the City shall be under any further obligation hereunder.
10. Termination. The Underwriters shall have the right to terminate the Underwriters’
obligations under this Bond Purchase Agreement to purchase, to accept delivery of and to pay
for the Bonds by notifying the Authority and the City in writing, of its election to do so, if, after
the execution hereof and prior to the Closing:
(a) the United States has become engaged in, or there has been an escalation of,
hostilities which, in the reasonable opinion of the Underwriters, materially adversely affects the
marketability or market price of the Bonds;
(b) there shall have occurred the declaration of a general banking moratorium by any
authority of the United States or the State of New York or the State of California;
(c) an event shall have occurred, or been discovered as described in paragraph (k) of
Section 6 or paragraph (l) of Section 7 hereof, which in the opinion of the Underwriters requires
the preparation and publication of disclosure material or a supplement or amendment to the
Official Statement;
(d) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by
any governmental body, department or agency in the State of California, or a decision by any
court of competent jurisdiction within the State of California shall be rendered which, in the
Representative’s reasonable opinion, materially adversely affects the market price of the Bonds;
(e) there shall have occurred or any notice shall have been given of any intended
downgrading, suspension, withdrawal or negative change in credit watch status by any
national rating service to any of the Authority’s or the City’s obligations;
(f) legislation shall be introduced, by amendment or otherwise, or be enacted by the
House of Representatives or the Senate of the Congress of the United States, or a decision by a
court of the United States shall be rendered, or a stop order, ruling, regulation or official
statement by or on behalf of the Securities and Exchange Commission or other governmental
agency having jurisdiction of the subject matter shall be made or proposed, to the effect that the
execution, issuance, delivery, offering or sale of obligations of the general character of the
Bonds, or the Bonds, as contemplated hereby or by the Official Statement, is or would be in
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violation of any provision of the Securities Act of 1933, as amended and as then in effect, or the
Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of
1939, as amended and as then in effect, or with the purpose or effect of otherwise prohibiting
the issuance, offering or sale of obligations of the general character of the Bonds, or the Bonds,
as contemplated hereby or by the Official Statement;
(g) additional material restrictions not in force as of the date hereof shall have been
imposed upon trading in securities generally by any governmental authority or by any national
securities exchange;
(h) the New York Stock Exchange, or other national securities exchange or association or
any governmental authority, shall impose as to the Bonds, or obligations of the general
character of the Bonds, any material restrictions not now in force, or increase materially those
now in force, with respect to the extension of credit by or the charge to the net capital
requirements of broker-dealers;
(i) trading in securities on the New York Stock Exchange or other national securities
exchange or association shall have been suspended or limited or minimum prices have been
established on either such exchange;
(j) any action shall have been taken by any government in respect of its monetary affairs
which, in the reasonable opinion of the Underwriters, has a material adverse effect on the
United States municipal securities market; or as of the date hereof that in the Representative’s
reasonable opinion materially adversely affects the marketability or market price of the Bonds;
or
(k) the marketability of the Bonds or the market price thereof, in the reasonable opinion
of the Underwriters, has been materially and adversely affected by disruptive events,
occurrences or conditions in the securities or debt markets.
If this Bond Purchase Agreement shall be terminated pursuant to this Section 10, or if
the purchase provided for herein is not consummated because any condition to the
Underwriters’ obligations hereunder is not satisfied or because of any refusal, inability or
failure on the part of the City or the Authority to comply with any of the terms or to fulfill any
of the conditions of this Bond Purchase Agreement, or if for any reason the City or the
Authority shall be unable to perform all of its respective obligations under this Bond Purchase
Agreement, neither the City nor the Authority shall be liable to the Underwriters for damages
on account of loss of anticipated profits arising out of the transactions covered by this Bond
Purchase Agreement. The Underwriters may, in their sole discretion, waive any of the
conditions set forth in Section 9 or this Section 10.
11. Changes in Official Statement. After the Closing, neither the Authority nor the City
will adopt any amendment of or supplement to the Official Statement to which the
Underwriters shall reasonably object in writing.
12. Payment of Costs and Expenses.
(a) All costs and expenses incident to the sale and delivery of the Bonds to the
Underwriters shall be payable by the Authority from the proceeds of the Bonds, including, but
not limited to: (i) the fees and expenses of the City, its counsel and consultants; (ii) the fees and
expenses of the Authority, its counsel and consultants; (iii) the fees and expenses of Bond
Counsel; (iv) the fees and expenses of Disclosure Counsel; (v) the fees and expenses of Sperry
Capital Inc., the City’s municipal advisor; (vi) all expenses in connection with the preparation
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and printing of the Bonds; (vii) all expenses in connection with the preparation, printing,
distribution and delivery of the Preliminary Official Statement, the Official Statement and any
amendment or supplement thereto; (viii) the initial fees and expenses of the Trustee, including
the reasonable fees and expenses of its counsel; (ix) the fees and expenses of any rating agency
rating the Bonds; and (x) any credit enhancement costs for the Bonds.
(b) The Underwriters shall pay all expenses incurred by it in connection with the public
offering and distribution of the Bonds including, but not limited to: (i) all advertising expenses
in connection with the offering of the Bonds; (ii) the fees and disbursements of Underwriters’
counsel, if any, and (iii) all out-of-pocket disbursements and expenses incurred by the
Underwriters in connection with the offering and distribution of the Bonds, including, air travel
and hotel accommodations in connection with the pricing of the Bonds; investor meetings,
rating agency trips and meetings; the Closing; meals and transportation for the City, the
Underwriters and other working group personnel during rating agency, investor meetings;
pricing and Closing trips; expenses related to attending working group meetings, such as
parking, meals and transportation and any other miscellaneous costs associated with the
Closing; (iv) all other expenses incurred by the Underwriters in connection with the public
offering and distribution of Bonds, except as provided in (a) above or as otherwise agreed to by
the Underwriters and the City, and (v) the fees of the California Debt and Investment Advisory
Commission.
13. Notices. Any notice or other communication to be given under this Bond Purchase
Agreement may be given by delivering the same in writing:
To the Authority: City of South San Francisco Public Facilities Financing Authority
c/o City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Attention: Director of Finance
To the City: City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Attention: Director of Finance
To the Underwriters: Stifel, Nicolaus & Company, Incorporated
One Montgomery Street, 35th Floor
San Francisco, CA 94014
Attention: Ms. Eileen Gallagher, Managing Director
14. Parties in Interest. This Bond Purchase Agreement is made solely for the benefit of
the Authority, the City and the Underwriters (including the successors or assigns of the
Underwriters) and no other person shall acquire or have any right hereunder or by virtue
hereof. All of the Authority’s and the City’s representations, warranties and agreements
contained in this Bond Purchase Agreement shall remain operative and in full force and effect,
regardless of: (a) any investigations made by or on behalf of the Underwriters; (b) delivery of
and payment for the Bonds pursuant to this Bond Purchase Agreement; and (c) any termination
of this Bond Purchase Agreement.
15. Determination of End of the Underwriting Period. For purposes of this Bond
Purchase Agreement, the end of the underwriting period for the Bonds shall mean the earlier of
(a) the Closing Date unless the City and the Authority have been notified in writing by the
Representative, on or prior to the Closing Date, that the “end of the underwriting period” for
the Bonds for all purposes of the Rule will not occur on the Closing Date, or (b) the date on
which notice is given to the City and the Authority by the Representative in accordance with the
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following sentence. In the event that the Underwriters has given notice to the City and the
Authority pursuant to clause (a) above that the “end of the underwriting period” for the Bonds
will not occur on the Closing Date, the Underwriters agree to notify the City and the Authority
in writing as soon as practicable following the “end of the underwriting period” for the Bonds
for all purposes of the Rule. The Underwriters agree to file a copy of the Official Statement with
each of the nationally recognized municipal securities information repositories.
16. No Assignment. This Bond Purchase Agreement is entered into between the City, the
Authority and the Underwriters, and is solely for the benefit of the City, the Authority, the
Underwriters and their respective successors or assigns, and no person other than the foregoing
shall acquire or have any right under or by virtue of this Bond Purchase Agreement. All of the
representations, warranties and agreements contained in this Bond Purchase Agreement shall
survive the delivery of and payment for the Bonds and any termination thereof.
17. Effectiveness. This Bond Purchase Agreement shall become effective upon the
execution of the acceptance by an authorized representative of the City and an authorized
representative of the Authority and shall be valid and enforceable at the time of such
acceptance.
18. Headings. The headings of the sections of this Bond Purchase Agreement are
inserted for convenience only and shall not be deemed to be a part hereof.
19. Governing Law. This Bond Purchase Agreement shall be interpreted, governed and
enforced in accordance with the laws of the State of California.
20. Counterparts. This Bond Purchase Agreement may be executed in any number of
counterparts, each of which shall be an original and all of which shall constitute one and the
same instrument.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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If the foregoing is in accordance with your understanding of this Bond Purchase
Agreement please sign and return to us the enclosed duplicate copies hereof, whereupon it will
become a binding agreement among the City, the Authority and the Underwriters in accordance
with its terms.
Very truly yours,
STIFEL, NICOLAUS & COMPANY,
INCORPORATED and
CITIGROUP GLOBAL MARKETS INC., as
Underwriters
By STIFEL, NICOLAUS & COMPANY,
INCORPORATED, as Representative
By
Managing Director
CITY OF SOUTH SAN FRANCISCO
PUBLIC FACILITIES FINANCING
AUTHORITY
By
Treasurer
CITY OF SOUTH SAN FRANCISCO
By
Director of Finance
Time of Execution:
Exhibit A
Page 1
EXHIBIT A
MATURITIES, PRINCIPAL AMOUNTS,
INTEREST RATES, PRICES AND YIELDS
$___________
CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY
(Community Civic Campus and Multiple Capital Projects)
Lease Revenue Bonds, Series 2021A
Maturity Principal Interest
(June 1) Amount Rate Yield Price
Redemption Provisions
Special Mandatory Redemption from Insurance or Condemnation Proceeds
The Bonds shall be subject to redemption, in whole or in part, on any date, in denominations of
$5,000 or any integral multiple thereof, from and to the extent of and: (i) Net Insurance Proceeds received
with respect to all or a portion of the Property, deposited by the Trustee in the Redemption Fund
pursuant to the Indenture, and (ii) eminent domain proceeds received pursuant to the Lease Agreement,
at a Redemption Price equal to the principal amount of the Bonds to be redeemed, plus accrued interest
thereon to the date of redemption, without premium.
Optional Redemption
The Bonds maturing on or after June 1, ____, are subject to optional redemption, in whole or in
part, on any date on or after June 1, ____, in denominations of $5,000 or any integral multiple thereof,
from and to the extent of prepaid Base Rental Payments paid pursuant to the Lease Agreement, at a
Redemption Price equal to the principal amount of the Bonds to be redeemed, plus accrued interest
thereon to the date of redemption, without premium.
Exhibit A
Page 2
Mandatory Sinking Fund Redemption
The Bonds with a stated maturity on June 1, ____ are subject to mandatory sinking fund
redemption in part (by lot) on each June 1 on and after June 1, ____, in integral multiples of $5,000 at a
Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for
redemption, without premium, in accordance with the following schedule:
Mandatory Sinking Mandatory
Account Payment Dates Sinking Account
(June 1) Payments
† Maturity
The Bonds with a stated maturity on June 1, ____ are subject to mandatory sinking fund
redemption in part (by lot) on each June 1 on and after June 1, ____, in integral multiples of $5,000 at a
Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for
redemption, without premium, in accordance with the following schedule:
Mandatory Sinking Mandatory
Account Payment Dates Sinking Account
(June 1) Payments
† Maturity
Exhibit B
Page 1
EXHIBIT B
ISSUE PRICE CERTIFICATE
$_________
CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY
(Community Civic Campus and Multiple Capital Projects)
Lease Revenue Bonds, Series 2021A
The undersigned, on behalf of Stifel, Nicolaus & Company, Incorporated, on behalf of itself and
Citigroup Global Markets Inc., as underwriters (“Stifel”), based on the information available to it, hereby
certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the
“Bonds”).
I. General
1. Stifel and the City of South San Francisco Public Facilities Financing Authority and City of
South San Francisco (collectively, the “Issuer”) have executed a bond purchase agreement in connection
with the Bonds on the Sale Date. Stifel has not modified the bond purchase agreement since its execution
on the Sale Date.
II. Price
1. As of the date of this certificate, for each Maturity of the Bonds, the first price at which at
least 10% of such Maturity of the Bonds was sold to the Public is the respective price listed in Schedule A.
III. Defined Terms
1. Maturity means Bonds with the same credit and payment terms. Bonds with different
maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as
separate maturities.
2. Public means any person (including an individual, trust, estate, partnership, association,
company, or corporation) other than an Underwriters or a Related Party to an Underwriters.
3. A person is a “Related Party” to an Underwriter if the Underwriter and the person are
subject, directly or indirectly, to (i) at least 50% common ownership of the voting power or the total value
of their stock, if both entities are corporations (including direct ownership by one corporation of another),
(ii) more than 50% common ownership of their capital interests or profits interests, if both entities are
partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common
ownership of the value of the outstanding stock of the corporation or the capital interests or profit
interests of the partnership, as applicable, if one entity is a corporation and the other entity is a
partnership (including direct ownership of the applicable stock or interests by one entity of the other).
4. Sale Date means the first day on which there is a binding contract in writing for the sale
of a Maturity of the Bonds. The Sale Date of the Bonds is May __, 2021.
5. Underwriter means (i) any person that agrees pursuant to a written contract with the
Issuer (or with Stifel to form an underwriting syndicate) to participate in the initial sale of the Bonds to
the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a
person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public
(including a member of a selling group or a party to a retail distribution agreement participating in the
initial sale of the Bonds to the Public).
All terms not defined herein shall have the same meanings as in the Tax Certificate with respect
to the Bonds, to which this Certificate is attached.
Exhibit B
Page 2
The Issuer may rely on the statements made herein in connection with its efforts to comply with
the conditions imposed by the Internal Revenue Code of 1986, as amended (the “Code”). Bond Counsel
may also rely on this Certificate for purposes of its opinion regarding the treatment of interest on the
Bonds as excludable from gross income for federal income tax purposes. However, notwithstanding the
foregoing, we remind you that Stifel is not an accountant or actuary, nor is Stifel engaged in the practice
of law. Accordingly, while Stifel believes the calculations described above to be correct, it does not
warrant their validity for purposes of Sections 103 and 141 through 150 of the Code or make any
representation as to the legal sufficiency of the factual matters set forth herein. Except as expressly set
forth above, the certifications set forth herein may not be relied upon or used by any third party or for
any other purpose.
Dated: May 27, 2021
STIFEL, NICOLAUS & COMPANY,
INCORPORATED and
CITIGROUP GLOBAL MARKETS INC., as
Underwriters
By STIFEL, NICOLAUS & COMPANY,
INCORPORATED
By
Managing Director
Exhibit B
Page 3
SCHEDULE A TO ISSUE PRICE CERTIFICATE
$_________
CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY
(Community Civic Campus and Multiple Capital Projects)
Lease Revenue Bonds, Series 2021A
Maturity Principal Interest
(June 1) Amount Rate Price
Stradling Yocca Carlson & Rauth
Draft of 5/4/21
4846-7127-8811v5/200855-0003 This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold, nor may offers to buy them be accepted, prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. PRELIMINARY OFFICIAL STATEMENT DATED MAY __, 2021
NEW ISSUE—BOOK-ENTRY ONLY RATINGS: S&P: “___” (SERIES 2021A BONDS)
“___” (CITY CREDIT RATING)
(See “RATINGS” herein)
In the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, Bond Counsel, under
existing statutes, regulations, rulings and judicial decisions, and assuming certain representations and compliance with certain
covenants and requirements described in this Official Statement, interest (and original issue discount) on the Series 2021A Bonds is
excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal
alternative minimum tax imposed on individuals. In the further opinion of Bond Counsel, interest (and original issue discount) on the
Series 2021A Bonds is exempt from State of California personal income taxes. See “TAX MATTERS.”
$___________*
CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY
(COMMUNITY CIVIC CAMPUS AND MULTIPLE CAPITAL PROJECTS)
LEASE REVENUE BONDS, SERIES 2021A
Dated: Date of Delivery Due: June 1, as shown on inside cover
The City of South San Francisco Public Facilities Financing Authority (Community Civic Campus and Multiple Capital Projects)
Lease Revenue Bonds, Series 2021A (the “Series 2021A Bonds”) are payable from base rental payments (the “Base Rental Payments”)
to be made by the City of South San Francisco (the “City”) for the right to use certain City-owned property as described herein (the
“Property”) pursuant to a Lease Agreement, dated as of March 1, 2020, as supplemented and amended by the First Amendment to Lease
Agreement dated as of June 1, 2021 (together, the “Lease Agreement”), by and between the City, as lessee, and the City of South San
Francisco Public Facilities Financing Authority (the “Authority”), as lessor. See “SECURITY AND SOURCES OF PAYMENT FOR
THE SERIES 2021A BONDS.” The Series 2021A Bonds are payable from the Base Rental Payments on a parity with the payments
made by the City with respect to the City of South San Francisco Public Facilities Financing Authority (Police Station Project) Lease
Revenue Bonds, Series 2020A (the “Series 2020A Bonds”) and any additional bonds issued under the Indenture (as defined below) in the
future.
The Series 2021A Bonds are being issued to provide funds to (i) finance the costs of the acquisition, construction and installation of
certain capital improvements constituting a new City library, council chamber, parks and recreation facilities, and a community theater to
be located within the City’s new Community Civic Campus, street and roadway improvements located within the City, and related
improvements, facilities and equipment, and (ii) pay the costs incurred in connection with the issuance of the Series 2021A Bonds. See
“THE PROJECT.” The City has covenanted under the Lease Agreement to make all Base Rental Payments provided for therein, to
include all such payments in its annual budgets, and to make all the necessary annual appropriations for such Base Rental Payments. The
City’s obligation to make Base Rental Payments is subject to abatement during any period in which, by reason of material damage to, or
destruction or condemnation of, the Property, or any defects in title to the Property, there is substantial interference with the City’s right
to use and occupy any portion of the Property. See “RISK FACTORS—Abatement.”
The Series 2021A Bonds are being issued in fully registered book-entry only form, initially registered in the name of Cede & Co.,
as nominee of The Depository Trust Company, New York, New York (“DTC”). Interest on the Series 2021A Bonds is payable
semiannually on June 1 and December 1 of each year, commencing December 1, 2021. Purchasers will not receive certificates
representing their interest in the Series 2021A Bonds. Individual purchases of the Series 2021A Bonds may be made in principal
amounts of $5,000 or integral multiples thereof. Principal of and interest and premium, if any, on the Series 2021A Bonds will be paid
by The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) to DTC for subsequent disbursement to DTC
Participants who are obligated to remit such payments to the Beneficial Owners of the Series 2021A Bonds. See “THE SERIES 2021A
BONDS—Book-Entry Only System” herein.
The Series 2021A Bonds will be issued pursuant to an Indenture, dated as of March 1, 2020, as amended and supplemented by the
First Supplemental Indenture, dated as of June 1, 2021 (together, the “Indenture”) each by and among the City, the Authority and the
Trustee. The Series 2020A Bonds, the Series 2021A Bonds and any additional bonds issued pursuant to the Indenture (“Additional
Bonds”) are collectively referred to as the “Bonds.” The Authority has not funded a debt service reserve fund for the Series 2021A
Bonds. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2021A BONDS.”
The Series 2021A Bonds are subject to optional, extraordinary and mandatory sinking fund redemption prior to maturity. See “THE
SERIES 2021A BONDS—Redemption.”
The Series 2020A Bonds and the Series 2021A Bonds are special obligations of the Authority, payable solely from Base
Rental Payments and the other assets pledged therefor under the Indenture. Neither the faith and credit nor the taxing power of
the Authority, the City or the State of California, or any political subdivision thereof, is pledged to the payment of the Series
2021A Bonds.
The obligation of the City to make the Base Rental Payments does not constitute a debt of the City or the State of California
or of any political subdivision thereof within the meaning of any constitutional or statutory debt limit or restriction, and does not
constitute an obligation for which the City or the State of California is obligated to levy or pledge any form of taxation or for
which the City or the State of California has levied or pledged any form of taxation. The Authority has no power to tax.
THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY
OF THIS ISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL
TO THE MAKING OF AN INFORMED INVESTMENT DECISION.
* Preliminary, subject to change.
4846-7127-8811v5/200855-0003
The Series 2021A Bonds will be offered when, as and if issued and received by the Underwriters, subject to the approval as to their
validity by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, Bond Counsel. Stradling Yocca
Carlson & Rauth, a Professional Corporation, Newport Beach, California, is also acting as Disclosure Counsel to the City. Certain
legal matters will be passed upon for the City and the Authority by the City Attorney of the City, and for the Underwriters by Quint &
Thimmig LLP, Larkspur, California. It is anticipated that the Series 2021A Bonds in definitive form will be available for delivery to DTC
in New York, New York on or about June __, 2021.
[STIFEL LOGO]
Citigroup
Dated: May __, 2021
4846-7127-8811v5/200855-0003
$________*
CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY
(COMMUNITY CIVIC CAMPUS AND MULTIPLE CAPITAL PROJECTS)
LEASE REVENUE BONDS, SERIES 2021A
MATURITY SCHEDULE
BASE CUSIP†: ________
Maturity Date
(June 1) Principal Amount Interest Rate Yield Price CUSIP†
$ % %
$________ ____% Term Bonds due June 1, 20__ Yield: ____% Price: ________ CUSIP† __________
$________ ____% Term Bonds due June 1, 20__ Yield: ____% Price: ________ CUSIP† __________
* Preliminary, subject to change.
† CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the
American Bankers Association by S&P Global Market Intelligence. Copyright(c) 2021 CUSIP Global Services. All rights reserved. CUSIP®
data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a
substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the Authority, the City or the
Underwriters or their agents or counsel assume responsibility for the accuracy of such numbers.
4846-7127-8811v5/200855-0003
No dealer, broker, salesperson or other person has been authorized by the City or the Authority to give any information
or to make any representations in connection with the offer or sale of the Series 2021A Bonds other than those contained herein
and, if given or made, such other information or representations must not be relied upon as having been authorized by the City or
the Authority. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be
any sale of the Series 2021A Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer,
solicitation or sale.
This Official Statement is not to be construed as a contract with the purchasers or Owners of the Series 2021A Bonds.
Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly
so described herein, are intended solely as such and are not to be construed as representations of fact.
The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have
reviewed the information in this Official Statement in accordance with, and as a part of, their responsibilities to investors under
the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the
accuracy or completeness of such information.
This Official Statement and the information contained herein are subject to completion or amendment without notice
and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the City or the Authority or any other parties described herein since the
date hereof. These securities may not be sold nor may an offer to buy be accepted prior to the time the Official Statement is
delivered in final form. This Official Statement is being submitted in connection with the sale of the Series 2021A Bonds
referred to herein and may not be reproduced or used, in whole or in part, for any other purpose, unless authorized in writing by
the City. All summaries of documents and laws are made subject to the provisions thereof and do not purport to be complete
statements of any or all such provisions.
Certain statements included or incorporated by reference in this Official Statement constitute “forward-looking
statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United
States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended.
Such statements are generally identifiable by the terminology used such as “plan,” “expect,” “estimate,” “project,” “budget,”
“intend” or similar words. Such forward-looking statements include, but are not limited to, certain statements contained in the
information under the caption “RISK FACTORS” and in APPENDIX A – “THE CITY OF SOUTH SAN FRANCISCO.”
THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH
FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND
OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS
DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR
ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE CITY DOES
NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THE FORWARD-LOOKING STATEMENTS SET
FORTH IN THIS OFFICIAL STATEMENT. IN EVALUATING SUCH STATEMENTS, POTENTIAL INVESTORS
SHOULD SPECIFICALLY CONSIDER THE VARIOUS FACTORS WHICH COULD CAUSE ACTUAL EVENTS OR
RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING
STATEMENTS.
IN CONNECTION WITH THE OFFERING OF THE SERIES 2021A BONDS, THE UNDERWRITERS MAY
OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
SERIES 2021A BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE
UNDERWRITERS MAY OFFER AND SELL THE SERIES 2021A BONDS TO CERTAIN DEALERS AND DEALER
BANKS AND BANKS ACTING AS AGENT AND OTHERS AT PRICES LOWER THAN THE PUBLIC OFFERING
PRICES STATED ON THE INSIDE COVER PAGE HEREOF AND SAID PUBLIC OFFERING PRICES MAY BE
CHANGED FROM TIME TO TIME BY THE UNDERWRITERS.
THE SERIES 2021A BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT AND HAVE NOT BEEN
REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE.
A wide variety of other information, including financial information, concerning the City is available from publications
and website of City. Any such information that is inconsistent with the information set forth in this Official Statement should be
disregarded. No such information is a part of or incorporated into this Official Statement, except as expressly noted.
4846-7127-8811v5/200855-0003
CITY OF SOUTH SAN FRANCISCO
COUNTY OF SAN MATEO, CALIFORNIA
CITY COUNCIL AND
BOARD OF DIRECTORS OF THE
CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY
Mark Addiego, Mayor and Authority Chair
Mark Nagales, Vice Mayor and Authority Vice Chair
James Coleman, Council Member and Authority Director
Eddie Flores, Council Member and Authority Director
Buenaflor Nicolas, Council Member and Authority Director
_____________
CITY OFFICIALS
Michael Futrell, City Manager
Frank Risso, Treasurer
Janet Salisbury, Director of Finance
Sky Woodruff, City Attorney
Rosa Govea Acosta, City Clerk
_____________
BOND COUNSEL AND DISCLOSURE COUNSEL
Stradling Yocca Carlson & Rauth,
a Professional Corporation
Newport Beach, California
_____________
MUNICIPAL ADVISOR
Sperry Capital Inc.
Sausalito, California
_________________
TRUSTEE
The Bank of New York Mellon Trust Company, N.A.
San Francisco, California
_________________
TABLE OF CONTENTS
Page
i
4846-7127-8811v5/200855-0003
INTRODUCTION ................................................................................................................................................ 1
General .............................................................................................................................................................. 1
COVID-19 Related Impacts on the City ........................................................................................................... 3
Bondholders’ Risks ........................................................................................................................................... 3
Other Information in this Official Statement .................................................................................................... 4
THE SERIES 2021A BONDS .............................................................................................................................. 4
General .............................................................................................................................................................. 4
Registration, Transfers and Exchanges ............................................................................................................. 4
Redemption ....................................................................................................................................................... 5
Book-Entry Only System .................................................................................................................................. 7
SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2021A BONDS .......................................... 8
Pledge of Revenues ........................................................................................................................................... 8
Base Rental Payments ....................................................................................................................................... 8
Additional Rental Payments ............................................................................................................................. 9
Abatement ......................................................................................................................................................... 9
Substitution, Addition and Removal of Property ............................................................................................ 10
Action on Default ............................................................................................................................................ 11
No Reserve Fund ............................................................................................................................................ 11
Additional Bonds ............................................................................................................................................ 11
Insurance ......................................................................................................................................................... 12
SOURCES AND USES OF FUNDS .................................................................................................................. 13
DEBT SERVICE SCHEDULE ........................................................................................................................... 14
THE PROJECT ................................................................................................................................................... 14
THE PROPERTY ............................................................................................................................................... 16
THE AUTHORITY ............................................................................................................................................ 18
Organization and Membership ........................................................................................................................ 18
THE CITY .......................................................................................................................................................... 19
General ............................................................................................................................................................ 19
RISK FACTORS ................................................................................................................................................ 19
General Considerations – Security for the Series 2021A Bonds .................................................................... 19
Abatement ....................................................................................................................................................... 20
No Reserve Fund ............................................................................................................................................ 20
Natural Disasters and Climate Change ........................................................................................................... 20
Hazardous Substances ..................................................................................................................................... 22
Cybersecurity .................................................................................................................................................. 22
Impacts of Coronavirus on City ...................................................................................................................... 22
Substitution, Addition and Removal of Property; Additional Bonds .............................................................. 23
Limited Recourse on Default; No Acceleration of Base Rental ..................................................................... 23
Limitations on Remedies Available; Bankruptcy ........................................................................................... 24
Possible Insufficiency of Insurance Proceeds ................................................................................................. 25
Loss of Tax Exemption ................................................................................................................................... 25
No Liability of Authority to the Owners ......................................................................................................... 25
Dependence on State for Certain Revenues .................................................................................................... 25
CONSTITUTIONAL AND STATUTORY LIMITATIONS ON TAXES AND APPROPRIATIONS ............ 26
Article XIIIA of the State Constitution ........................................................................................................... 26
Legislation Implementing Article XIIIA ........................................................................................................ 27
Article XIIIB of the State Constitution ........................................................................................................... 27
Articles XIIIC and XIIID of the State Constitution ........................................................................................ 28
ii
4846-7127-8811v5/200855-0003
Proposition 62 ................................................................................................................................................. 29
Proposition 1A ................................................................................................................................................ 29
Proposition 22 ................................................................................................................................................. 30
Proposition 26 ................................................................................................................................................. 30
Possible Future Initiatives ............................................................................................................................... 30
TAX MATTERS................................................................................................................................................. 30
CERTAIN LEGAL MATTERS ......................................................................................................................... 32
ABSENCE OF LITIGATION ............................................................................................................................ 32
UNDERWRITING ............................................................................................................................................. 33
RATINGS ........................................................................................................................................................... 33
MUNICIPAL ADVISOR ................................................................................................................................... 33
CONTINUING DISCLOSURE .......................................................................................................................... 33
FINANCIAL STATEMENTS OF THE CITY ................................................................................................... 34
MISCELLANEOUS ........................................................................................................................................... 34
APPENDIX A THE CITY OF SOUTH SAN FRANCISCO ..................................................................... A-1
APPENDIX B SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS ........................................... B-1
APPENDIX C COMPREHENSIVE ANNUAL FINANCIAL REPORT OF THE CITY FOR THE
FISCAL YEAR ENDED JUNE 30, 2020 .......................................................................... C-1
APPENDIX D PROPOSED FORM OF BOND COUNSEL OPINION .................................................... D-1
APPENDIX E FORM OF CONTINUING DISCLOSURE AGREEMENT ............................................. E-1
APPENDIX F BOOK-ENTRY ONLY SYSTEM ..................................................................................... F-1
1
4846-7127-8811v5/200855-0003
OFFICIAL STATEMENT
$________*
CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY
(COMMUNITY CIVIC CAMPUS AND MULTIPLE CAPITAL PROJECTS)
LEASE REVENUE BONDS, SERIES 2021A
INTRODUCTION
General
This Official Statement (which includes the cover page, inside cover page and the appendices hereto)
(the “Official Statement”), provides certain information concerning the sale and delivery of $________*
aggregate principal amount of City of South San Francisco Public Facilities Financing Authority (Community
Civic Campus and Multiple Capital Projects) Lease Revenue Bonds, Series 2021A (the “Series 2021A
Bonds”).
The net proceeds of the sale of the Series 2021A Bonds will be used to (i) finance the costs of the
acquisition, construction and installation of certain capital improvements constituting a new City of South San
Francisco (the “City”) library, council chamber, parks and recreation facilities, and a community theater to be
located within the City’s new Community Civic Campus, street and roadway improvements located within the
City, and related improvements, facilities and equipment, and (ii) pay the costs incurred in connection with the
issuance of the Series 2021A Bonds. See “THE PROJECT” herein.
On March 11, 2020, the City of South San Francisco Public Facilities Financing Authority (the
“Authority”) issued $43,905,000 aggregate principal amount of its City of South San Francisco Public
Facilities Financing Authority (Police Station Project) Lease Revenue Bonds, Series 2020A (the “Series
2020A Bonds”) pursuant to an Indenture, dated as of March 1, 2020 (the “Original Indenture”), by and among
the Authority, the City and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
As described herein, the Series 2021A Bonds will be payable from Base Rental Payments (defined below) on a
parity with the payments made by the City with respect to the Series 2020A Bonds.
The Series 2021A Bonds will be issued pursuant to the Original Indenture, as amended and
supplemented by a First Supplemental Indenture, dated as of June 1, 2021 (together, the “Indenture”), by and
among the Authority, the City and the Trustee. Pursuant to the Indenture, the Authority may issue additional
bonds (the “Additional Bonds”) payable from the Base Rental Payments on a parity with the Series 2020A
Bonds, the Series 2021A Bonds (the Series 2020A Bonds, the Series 2021A Bonds and any such Additional
Bonds being collectively referred to as the “Bonds”).
In connection with the issuance of the Series 2020A Bonds, the City leased certain City-owned
property to the Authority and, in connection with the issuance of the Series 2021A Bonds, will lease additional
real property owned by the City described herein (collectively, the “Property”), pursuant to a Ground Lease,
dated as of March 1, 2020, as amended and supplemented by a First Amendment to Ground Lease, dated as of
June 1, 2021 (together, the “Ground Lease”), by and between the City and the Authority.
In connection with the issuance of the Series 2020A Bonds, the Authority entered into a Lease
Agreement, dated as of March 1, 2020 (the “Original Lease Agreement”), between the City, as lessee, and the
Authority, as lessor. Upon the issuance of the Series 2021A Bonds, the Original Lease Agreement will be
amended by a First Amendment to Lease Agreement, dated as of June 1, 2021 (the “First Amendment to Lease
Agreement” and together, with the Original Lease Agreement, the “Lease Agreement”), by and between the
* Preliminary, subject to change.
2
4846-7127-8811v5/200855-0003
City, as lessee, and the Authority, as lessor, to include the real property upon which the first two phases of the
Community Civic Campus project is being constructed (which includes the Police Facility (as defined below)
being financed by a portion of the proceeds of the Series 2020A Bonds, excluding, however, certain property
within the Community Civic Campus planned for a park and parking facilities, as described herein), and seven
other City properties as part of the Property, and to amend the amount of Base Rental Payments payable
thereunder such that the amounts of the Base Rental Payments will be sufficient to pay debt service on the
Series 2020A Bonds and the Series 2021B Bonds when due. The Lease Agreement obligates the City to make
Base Rental Payments to the Authority. See “THE PROPERTY.”
In connection with the issuance of the Series 2020A Bonds, the Trustee and the Authority executed
and delivered an Assignment Agreement, dated as of March 1, 2020 (the “Original Assignment Agreement”),
pursuant to which the Authority assigned to the Trustee for the benefit of the Owners substantially all of the
Authority’s right, title and interest in and to the Ground Lease and the Lease Agreement, including its rights to
receive the Base Rental Payments due under the Lease Agreement and to enforce any remedies in the event of
a default under the Lease Agreement by the City. In connection with the issuance of the Series 2021A Bonds,
the Trustee and the Authority will enter into a First Amendment to Assignment Agreement dated as of June 1,
2021, to amend the Original Assignment Agreement to supplement and amend the description of the Property
therein to include the real property upon which the first two phases of the Community Civic Campus project is
being constructed (which includes the Police Facility being financed by a portion of the proceeds of the Series
2020A Bonds, excluding, however, certain property within the Community Civic Campus planned for a park
and parking facilities, as described herein), and seven other City properties.
The City will covenant under the Lease Agreement to take such action as may be necessary to include
all Base Rental Payments and Additional Rental Payments (which include taxes and assessments affecting the
Property, administrative costs of the Authority relating to the Property, fees and expenses of the Trustee and
other amounts payable under the Lease Agreement) (collectively, the “Rental Payments”), due under the Lease
Agreement as a separate line item in its annual budgets and to make the necessary annual appropriations
therefor, subject to abatement as described herein.
Base Rental Payments are subject to complete or partial abatement in the event and to the extent that
there is substantial interference with the City’s right to use and occupy the Property or any portion thereof.
See “RISK FACTORS—Abatement.” Abatement of Base Rental Payments under the Lease Agreement, to the
extent that payment is not made from alternative sources as set forth below, would result in all Owners
receiving less than the full amount of principal of and interest on the Bonds. To the extent that proceeds of
insurance are available, Base Rental Payments (or a portion thereof) may be made from such proceeds of
insurance during periods of abatement.
The Bonds are special obligations of the Authority, payable solely from Base Rental Payments
and the other assets pledged therefor under the Indenture. Neither the faith and credit nor the taxing
power of the Authority, the City or the State of California (the “State”), or any political subdivision
thereof, is pledged to the payment of the Bonds. The Authority has no power to tax.
The obligation of the City to make the Base Rental Payments does not constitute a debt of the
City, the State or of any political subdivision thereof within the meaning of any constitutional or
statutory debt limit or restriction, and does not constitute an obligation for which the City or the State is
obligated to levy or pledge any form of taxation or for which the City or the State has levied or pledged
any form of taxation.
The Authority is not funding a debt service reserve fund for the Series 2021A Bonds.
The City has agreed to provide, or cause to be provided, to the Municipal Securities Rulemaking
Board for purposes of Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission certain annual
financial information and operating data and, in a timely manner, notice of certain listed events. These
3
4846-7127-8811v5/200855-0003
covenants have been made in order to assist the Underwriters in complying with SEC Rule 15c2-12(b)(5). See
“CONTINUING DISCLOSURE” herein for a description of the specific nature of the annual report and
notices of listed events and a summary description of the terms of the disclosure agreement pursuant to which
such reports are to be made.
The Bank of New York Mellon Trust Company, N.A., San Francisco, California, will act as Trustee
with respect to the Series 2021A Bonds. The Series 2021A Bonds will be issued subject to the approval as to
their legality by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California,
Bond Counsel. Certain legal matters will be passed upon for the City and the Authority by the City Attorney
of the City of South San Francisco and by Stradling Yocca Carlson & Rauth, a Professional Corporation,
Newport Beach, California, Disclosure Counsel. Certain legal matters will be passed upon for the
Underwriters by Quint & Thimmig LLP, Larkspur, California. The City’s financial statements for the fiscal
year ended June 30, 2020 included as Appendix C hereto have been audited by Maze & Associates, Pleasant
Hill, California (the “Auditor”). See APPENDIX C—“COMPREHENSIVE ANNUAL FINANCIAL
REPORT OF THE CITY FOR THE FISCAL YEAR ENDED JUNE 30, 2020” herein. The Auditor has not
undertaken to update the audited financial statements of the City or its report or to take any action intended or
likely to elicit information concerning the accuracy, completeness or fairness of the statements made in this
Official Statement.
COVID-19 Related Impacts on the City
The coronavirus respiratory disease (“COVID-19”) pandemic has adversely impacted the City and the
local economy in various ways. Since mid-March 2020, based on guidance and directives from the State and
public health agencies, the City has undergone varying degrees of closure and limited reopening of City public
buildings and businesses such as retail, logistics and manufacturing, offices and limited personal services. The
most significant impact of the COVID-19 pandemic on the City’s General Fund major revenue sources in
fiscal year 2019-20 was to transient occupancy taxes, which were approximately $3.2 million below the
amount received in fiscal year 2018-19, representing a decrease of approximately 19.1%. The City’s other
major General Fund revenue sources held relatively steady as compared to fiscal year 2018-19 and the City
ended fiscal year 2019-20 with a General Fund surplus of approximately $16.3 million. Strong financial
performance during the first two quarters of fiscal year 2019-20 and certain cost cutting measures that were
taken mitigated financial impact of the COVID-19 pandemic to the City in fiscal year 2019-20. Based on
financial results as of December 31, 2020, the City expects that the significant negative impact of the COVID-
19 pandemic to its transient occupancy tax revenues will continue through at least the end of fiscal year 2020-
21. Based on the most recent budget revision in February 2021, the City projects total General Fund revenues
for fiscal year 2020-21 to be approximately $116.8 million as compared with $130.9 million in fiscal year
2019-20.
On March 11, 2021, President Biden signed the American Rescue Plan Act (the “Rescue Act”) which
includes $1.9 trillion of funding for individuals, businesses and state and local governments to mitigate the
impacts of the COVID-19 pandemic. The City expects to receive approximately $12 million in Rescue Act
funding over the current fiscal year and fiscal year 2021-22.
See APPENDIX A— “CITY GOVERNMENT AND FINANCIAL INFORMATION—“COVID-19”
and “CITY BUDGET AND RELATED MATTERS” on information related to the Fiscal Year 2020 year-end
financial projections and Fiscal Year 2021 Budget, “CERTAIN RISK FACTORS — Impacts of Coronavirus
on the City.”
Bondholders’ Risks
Certain events could affect the ability of the City to make the Base Rental Payments when due. See
“RISK FACTORS” for a discussion of certain factors that should be considered, in addition to other matters
set forth herein, in evaluating an investment in the Series 2021A Bonds.
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The presentation of information, including tables of receipt of revenues, is intended to show recent
historical information and, except for a budget discussion for Fiscal Year 2020-21, is not intended to indicate
future or continuing trends in the financial position or other affairs of the City. No representation is made that
past experience, as it might be shown by such financial and other information, will necessarily continue or be
repeated in the future. See Appendix A for financial and operating information related to the City.
Other Information in this Official Statement
The summaries or references to the Indenture, the Lease Agreement, the Ground Lease, the
Assignment Agreement and other documents, agreements and statutes referred to herein, and the description of
the Series 2021A Bonds included in this Official Statement, do not purport to be comprehensive or definitive,
and such summaries, references and descriptions are qualified in their entireties by reference to each such
document or statute. All capitalized terms used in this Official Statement (unless otherwise defined herein)
which are defined in the Indenture or the Lease Agreement shall have the meanings set forth therein, some of
which are summarized in APPENDIX B—“SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS.”
THE SERIES 2021A BONDS
General
The Series 2021A Bonds will be issued in fully registered form without coupons in denominations of
$5,000 or any integral multiple thereof. The Series 2021A Bonds will be dated as of and bear interest
(calculated on the basis of a 360-day year comprised of twelve 30-day months) from the dated date thereof at
the rates set forth on the inside cover page hereof. Interest on the Series 2021A Bonds will be paid
semiannually on June 1 and December 1 (each, an “Interest Payment Date”) of each year, commencing
December 1, 2021.
Interest on the Series 2021A Bonds will be payable from the Interest Payment Date next preceding the
date of authentication thereof unless (i) a Series 2021A Bond is authenticated on or before an Interest Payment
Date and after the close of business on the fifteenth day of the month next preceding such Interest Payment
Date, whether or not such day is a Business Day (the “Record Date”), in which event it will bear interest from
such Interest Payment Date, (ii) a Series 2021A Bond is authenticated on or before the first Record Date, in
which event interest thereon will be payable from the dated date thereof, or (iii) interest on any Series 2021A
Bond is in default as of the date of authentication thereof, in which event interest thereon will be payable from
the date to which interest has been paid in full, payable on each Interest Payment Date. Interest will be paid in
lawful money of the United States on each Interest Payment Date to the Persons in whose names the ownership
of the Series 2021A Bonds is registered on the Registration Books at the close of business on the immediately
preceding Record Date, except as provided below. Interest will be paid by check of the Trustee mailed by first
class mail, postage prepaid, on each Interest Payment Date to the Owners at their respective addresses shown
on the Registration Books as of the close of business on the preceding Record Date or by wire transfer to
Owners of more than $1,000,000 in principal amount of Series 2021A Bonds who have provided account
information and wiring instructions satisfactory to the Trustee.
The principal of the Series 2021A Bonds will be payable in lawful money of the United States of
America upon presentation and surrender thereof upon maturity or earlier redemption at the Office of the
Trustee. The Series 2021A Bonds will be subject to redemption as set forth herein.
Registration, Transfers and Exchanges
The Series 2021A Bonds will be issued as fully registered bonds, registered in the name of Cede &
Co. as nominee of DTC, and will be available to actual purchasers of the Series 2021A Bonds (the “Beneficial
Owners”) in the denominations set forth above, under the book-entry system maintained by DTC, only through
brokers and dealers who are or act through DTC Participants (as defined in Appendix F) as described herein.
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Beneficial Owners will not be entitled to receive physical delivery of the Series 2021A Bonds. See “THE
SERIES 2021A BONDS—Book-Entry Only System.”
Redemption
Extraordinary Redemption from Condemnation Award or Insurance Proceeds. The Series 2021A
Bonds shall be subject to redemption, in whole or in part, on any date, in denominations of $5,000 or any
integral multiple thereof, from and to the extent of and: (i) Net Insurance Proceeds received with respect to all
or a portion of the Property, deposited by the Trustee in the Redemption Fund pursuant to the Indenture, and
(ii) eminent domain proceeds received pursuant to the Lease Agreement, at a Redemption Price equal to the
principal amount of the Series 2021A Bonds to be redeemed, plus accrued interest thereon to the date of
redemption, without premium.
Optional Redemption. The Series 2021A Bonds maturing on or after June 1, 20__, are subject to
optional redemption, in whole or in part, on any date on or after June 1, 20__, in denominations of $5,000 or
any integral multiple thereof, from and to the extent of prepaid Base Rental Payments paid pursuant to the
Lease Agreement, at a Redemption Price equal to the principal amount of the Series 2021A Bonds to be
redeemed, plus accrued interest thereon to the date of redemption, without premium.
Mandatory Sinking Fund Redemption. The Series 2021A Bonds with a stated maturity on June 1,
20__ (the “20__ Term Bonds”) are subject to mandatory sinking fund redemption in part (by lot) on each June
1 on and after June 1, 20__, in integral multiples of $5,000 at a Redemption Price equal to the principal
amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the
following schedule:
Redemption Date
(June 1)
Principal
Amount
$
*
* Final Maturity.
The Series 2021A Bonds with a stated maturity on June 1, 20__ (the “20__ Term Bonds” and together
with the “20__ Term Bonds, the “Term Bonds”) are subject to mandatory sinking fund redemption in part (by
lot) on each June 1 on and after June 1, 20__, in integral multiples of $5,000 at a Redemption Price equal to
the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in
accordance with the following schedule:
Redemption Date
(June 1)
Principal
Amount
$
*
* Final Maturity.
In the event of a partial optional redemption or extraordinary mandatory redemption of any of the
Term Bonds, each of the remaining mandatory sinking fund payments for such Term Bonds will be reduced, as
nearly as practicable, on a pro rata basis in the amount of $5,000 or any integral multiple thereof as directed by
an Authorized City Representative.
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Selection of Bonds for Redemption. Whenever provision is made in the Indenture for the redemption
of less than all of the Bonds, the Trustee shall select the Bonds to be redeemed from all Bonds not previously
called for redemption (a) with respect to any optional redemption of Bonds of a Series, among maturities of
Bonds of such Series as directed in a Written Request of the Authority provided to the Trustee at least 30 but
no more than 60 days prior to the date of such redemption, (b) with respect to any redemption from and to the
extent of any insurance proceeds or condemnation award received with respect to all or a portion of the
Property and the corresponding provision of any Supplemental Indenture pursuant to which Additional Bonds
are issued, among maturities of all Series of Bonds on a pro rata basis as nearly as practicable, as directed in a
Written Request of the Authority provided to the Trustee at least 30 but no more than 60 days prior to the date
of such redemption, and (c) with respect to any other redemption of Additional Bonds, among maturities as
provided in the Supplemental Indenture pursuant to which such Additional Bonds are issued, and by lot among
Bonds of the same Series with the same maturity in any manner which the Trustee in its sole discretion deems
appropriate and fair. For purposes of such selection, all Bonds will be deemed to be comprised of separate
$5,000 denominations and such separate denominations will be treated as separate Bonds which may be
separately redeemed.
Notice of Redemption. Notice of redemption shall be given by the Trustee, not less than 20 nor more
than 60 days prior to the redemption date (i) as to Series 2021A Bonds not registered in the name of a
Securities Depository or its nominee, to the respective Owners of the Series 2021A Bonds designated for
redemption at their addresses appearing on the Registration Books, (ii) as to Series 2021A Bonds registered in
the name of a Securities Depository or its nominee, to such Securities Depository for such Series 2021A
Bonds, and (iii) the Information Services. Notice of redemption to the Owners pursuant to (i) above shall be
given by mail at their addresses appearing on the Registration Books, or any other method agreed upon by
such Owner and the Trustee. Notice of redemption to the Securities Depositories pursuant to (ii) above and the
Information Services pursuant to (iii) above shall be given by electronically secure means, or any other method
agreed upon by such entities and the Trustee.
Such notice will state the date of the notice, the redemption date, the redemption place and the
Redemption Price and shall designate the CUSIP numbers, the Series 2021A Bond numbers and the maturity
or maturities (except in the event of redemption of all of the Series 2021A Bonds of such maturity or
maturities in whole) of the Series 2021A Bonds to be redeemed, and will require that such Series 2021A
Bonds be then surrendered at the principal corporate trust office of the Trustee for redemption at the
Redemption Price, giving notice also that further interest on such Series 2021A Bonds will not accrue from
and after the date fixed for redemption. Neither the failure to receive any notice so given, nor any defect in
such notice, will affect the validity of the proceedings for the redemption of the Series 2021A Bonds or the
cessation of accrual of interest thereon from and after the date fixed for redemption.
With respect to any notice of optional redemption of the Series 2021A Bonds, such notice may state
that such redemption is conditional upon the receipt by the Trustee, on or prior to the date fixed for such
redemption, of moneys sufficient to pay the principal of, premium if any, and interest on the Series 2021A
Bonds to be redeemed and upon other conditions set forth therein and that, if such money has not been so
received or such other conditions have not been satisfied, said notice is of no force and effect and the Trustee is
not required to redeem such Series 2021A Bonds. If any condition stated in the redemption notice for an
optional redemption have not been satisfied on or prior to the redemption date: (i) the redemption notice will
be of no force and effect, (ii) the Authority will not be required to redeem such Series 2021A Bonds, (iii) the
redemption will not be made, and (iv) the Trustee will within a reasonable time thereafter give notice to the
persons in the manner in which the conditional redemption notice was given that such condition or conditions
were not met and that the redemption was canceled.
Partial Redemption of Bonds. Upon surrender of any Bonds redeemed in part only, the Authority
will execute and the Trustee will authenticate and deliver to the Owner thereof, at the expense of the Authority,
a new Bond or Bonds of the same Series in authorized denominations equal in aggregate principal amount
representing the unredeemed portion of the Bonds surrendered.
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Effect of Notice of Redemption. Notice having been given as aforesaid, and moneys for the
Redemption Price, and the interest to the applicable date fixed for redemption, having been set aside in the
Redemption Fund, the Bonds will become due and payable on said date, and, upon presentation and surrender
thereof at the principal corporate trust office of the Trustee, said Bonds will be paid at the Redemption Price
thereof, together with interest accrued and unpaid to said date.
If, on said date fixed for redemption, moneys for the Redemption Price of all the Bonds to be
redeemed, together with interest to said date, will be held by the Trustee so as to be available therefor on such
date, and, if notice of redemption thereof has been given as aforesaid and not canceled, then, from and after
said date, interest on said Bonds will cease to accrue and become payable. All moneys held by or on behalf of
the Trustee for the redemption of Bonds will be held in trust for the account of the Owners of the Bonds so to
be redeemed without liability to such Owners for interest thereon. All Bonds paid at maturity or redeemed
prior to maturity pursuant to the provisions of the Indenture will be canceled upon surrender thereof and
destroyed.
Book-Entry Only System
General. DTC will act as securities depository for the Series 2021A Bonds. The Series 2021A Bonds
will be issued as fully-registered bonds registered in the name of Cede & Co. (DTC’s partnership nominee).
One fully-registered Series 2021A Bond will be issued for each maturity of the Series 2021A Bonds, each in
the initial aggregate principal amount of such maturity, and will be deposited with DTC. See APPENDIX F—
“BOOK-ENTRY ONLY SYSTEM.”
Transfer and Exchange of Bonds. The following provisions regarding the exchange and transfer of
the Series 2021A Bonds apply only during any period in which the Series 2021A Bonds are not subject to
DTC’s book- entry system. While the Series 2021A Bonds are subject to DTC’s book-entry system, their
exchange and transfer will be effected through DTC and the Participants and will be subject to the procedures,
rules and requirements established by DTC.
Any Series 2021A Bond may, in accordance with its terms, be transferred upon the Registration
Books required to be kept by the Trustee pursuant to the provisions of the Indenture by the Person in whose
name it is registered, in person or by his or her duly authorized attorney, upon surrender of such Series 2021A
Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form
acceptable to the Trustee. Whenever any Series 2021A Bond or Series 2021A Bonds will be surrendered for
transfer, the Authority will execute and the Trustee will authenticate and will deliver a new Series 2021A Bond
or Series 2021A Bonds of the same Series in a like aggregate principal amount, in any Authorized
Denomination. The Trustee will require the Series 2021A Bond Owner requesting such transfer to pay any tax
or other governmental charge required to be paid with respect to such transfer.
The Series 2021A Bonds may be exchanged at the principal corporate trust office of the Trustee for a
like aggregate principal amount of Series 2021A Bonds. The Trustee will require the payment by the Series
2021A Bond Owner requesting such exchange of any tax or other governmental charge required to be paid
with respect to such exchange.
The Trustee is not obligated to make any transfer or exchange of Series 2021A Bonds during the
period established by the Trustee for the selection of Series 2021A Bonds for redemption, or with respect to
any Series 2021A Bonds selected for redemption.
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SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2021A BONDS
Pledge of Revenues
The Series 2021A Bonds are equally and ratably payable from and secured by Base Rental Payments
and certain amounts on deposit in the Base Rental Payment Fund, the Interest Fund, the Principal Fund and the
Redemption Fund established under the Indenture on parity with the outstanding Series 2020A Bonds. Base
Rental Payments will be payable by the City from any and all legally available funds, however, the City
expects that its General Fund will be the primary source of funds to make Base Rental Payments. See “RISK
FACTORS” and APPENDIX A— THE CITY OF SOUTH SAN FRANCISCO for a description of such
available funds and the potential risks associated with the availability of such funds to make Base Rental
Payments. The City will covenant in the Lease Agreement to take such action as may be necessary to include
all Base Rental Payments and Additional Rental Payments due under the Lease Agreement in its annual
budgets and to make the necessary annual appropriations therefor.
The Authority, pursuant to the Assignment Agreement, has assigned to the Trustee for the benefit of
the Bond Owners all of the Authority’s right, title and interest in and to the Ground Lease and the Lease
Agreement, including, without limitation, its right to receive Base Rental Payments to be paid by the City
under and pursuant to the Lease Agreement; provided that, the Authority will retain the rights to
indemnification, to give approvals and consents under the Lease Agreement and the Ground Lease and to
payment or reimbursement of its reasonable costs and expenses under the Lease Agreement. The City will pay
Base Rental Payments directly to the Trustee, as assignee of the Authority. See “—Base Rental Payments”
below. Pursuant to the Indenture, the Authority may issue Additional Bonds payable from the Base Rental
Payments on a parity with the Series 2020A Bonds and the Series 2021A Bonds. See APPENDIX B—
“SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS—THE INDENTURE—ISSUANCE OF
BONDS; APPLICATION OF PROCEEDS—Conditions for the Issuance of Additional Bonds” and “—
Procedure for the Issuance of Additional Bonds.”
Subject only to the provisions of the Indenture permitting the application thereof for the purposes and
on the terms and conditions set forth in the Indenture, all of the Base Rental Payments and any other amounts
(including proceeds of the sale of the Bonds) held in the Base Rental Payment Fund, the Interest Fund, the
Principal Fund and the Redemption Fund are pledged by the Authority pursuant to the Indenture to secure the
payment of the principal of and interest on the Bonds in accordance with their terms, the provisions of the
Indenture and the Act. Said pledge constitutes a first lien on such assets.
The Bonds are special obligations of the Authority, payable solely from Base Rental Payments
and the other assets pledged therefor under the Indenture. Neither the faith and credit nor the taxing
power of the Authority, the City or the State, or any political subdivision thereof, is pledged to the
payment of the Bonds. The Authority has no power to tax.
Base Rental Payments
Rental Payments (defined in the Lease Agreement as collectively, the Base Rental Payments and the
Additional Rental Payments) will be paid by the City to the Authority for and in consideration of the right to
use and occupy the Property and in consideration of the continued right to the quiet use and enjoyment thereof
during each Rental Period for which such Rental Payments are to be paid. Each Base Rental Payment will be
deposited with the Trustee no later than the 25th day of the month next preceding each Interest Payment Date
(the “Base Rental Deposit Date”) on which such Base Rental Payment is due. All Base Rental Payments will
be paid directly by the City to the Trustee, and if received by the Authority at any time will be transferred by
the Authority to the Trustee within one Business Day after the receipt thereof. All Base Rental Payments
received by the Trustee will be deposited by the Trustee in the Base Rental Payment Fund.
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Pursuant to the Indenture, on the Business Day immediately preceding each Interest Payment Date and
on the Business Day immediately preceding each Principal Payment Date, the Trustee will transfer amounts in
the Base Rental Payment Fund as are necessary to the Interest Fund and the Principal Fund to provide for the
payment of and the interest on and principal of the Series 2020A Bonds and the Series 2021A Bonds.
The Base Rental due under the Lease Agreement is calculated to be sufficient to pay the principal of
and interest on the Series 2020A Bonds and the Series 2021A Bonds. The debt service schedules for the Series
2020A Bonds and the Series 2021A Bonds are set forth below under the heading “DEBT SERVICE
SCHEDULE.”
The obligation of the City to make the Base Rental Payments does not constitute a debt of the
City, the State or of any political subdivision thereof within the meaning of any constitutional or
statutory debt limit or restriction, and does not constitute an obligation for which the City or the State is
obligated to levy or pledge any form of taxation or for which the City or the State has levied or pledged
any form of taxation.
Additional Rental Payments
For the right to use and occupy the Property, the Lease Agreement requires the City to pay, as
Additional Rental payments thereunder, in addition to the Base Rental Payments, such amounts as shall be
required for the payment of the following:
(i) All taxes and assessments of any type or nature charged to the Authority or the City
or affecting the Property or the respective interests or estates of the Authority or the City therein.
(ii) All reasonable administrative costs of the Authority relating to the Property
including, but without limiting the generality of the foregoing, salaries, wages, fees and expenses,
compensation and indemnification of the Trustee payable by the Authority under the Indenture, fees of
auditors, accountants, attorneys or engineers, and all other necessary and reasonable administrative costs of the
Authority or charges required to be paid by it in order to maintain its existence or to comply with the terms of
the Indenture or the Lease Agreement or to defend the Authority and its members, officers, agents and
employees.
(iii) Insurance premiums for all insurance required pursuant to the Lease Agreement.
(iv) Any amounts with respect to the Lease Agreement or the Bonds required to be
rebated to the federal government in accordance with section 148(f) of the Internal Revenue Code of 1986.
(v) All other payments required to be paid by the City under the provisions of the Lease
Agreement or the Indenture.
Amounts constituting Additional Rental Payments payable under the Lease Agreement will be paid by
the City directly to the person or persons to whom such amounts are payable. The City will pay all such
amounts when due or at such later time as such amounts may be paid without penalty or, in any other case,
within 60 days after notice in writing from the Trustee to the City stating the amount of Additional Rental
Payments then due and payable and the purpose thereof.
Abatement
Base Rental Payments and Additional Rental Payments are paid by the City in each Rental Period for
and in consideration of the right to use and occupy the Property. Except as otherwise specifically provided in
the Lease Agreement, during any period in which, by reason of material damage to, or destruction or
condemnation of, the Property, or any defect in title to the Property, there is substantial interference with the
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City’s right to use and occupy any portion of the Property, Rental Payments are subject to abatement
proportionately, and the City waives the benefits of Civil Code Sections 1932(1), 1932(2) and 1933(4) and any
and all other rights to terminate the Lease Agreement by virtue of any such interference, and the Lease
Agreement will continue in full force and effect. The amount of such abatement will be agreed upon by the
City and the Authority; provided, however, that the Rental Payments due for any Rental Period may not
exceed the annual fair rental value of that portion of the Property available for use and occupancy by the City
during such Rental Period. Any such abatement will continue for the period commencing with the date of
interference resulting from such damage, destruction, condemnation or title defect and, with respect to damage
to or destruction of the Property, ending when such use and occupancy is restored. In the event of abatement,
the term of the Lease Agreement will be extended until the date upon which (i) all Bonds shall be fully paid, or
provision therefor made in accordance with the Indenture, or (ii) the Indenture shall be discharged by its terms
and all Rental Payments shall have been paid in full. Notwithstanding the foregoing, the term of the Lease
Agreement will in no event be extended ten years beyond June 1, 2046. The Trustee cannot terminate the
Lease Agreement in the event of such substantial interference. Abatement of Base Rental Payments and
Additional Rental Payments is not an event of default under the Lease Agreement and does not permit the
Trustee to take any action or avail itself of any remedy against the City. See APPENDIX B—“SUMMARY
OF THE PRINCIPAL LEGAL DOCUMENTS—THE LEASE AGREEMENT—RENTAL PAYMENTS—
Rental Abatement.”
Notwithstanding the foregoing, to the extent that moneys are available for the payment of Rental
Payments due under the Lease Agreement in any of the funds and accounts established under the Indenture
(including as a result of the availability of insurance proceeds), such Rental Payments will not be abated as
provided above but, rather, will be payable by the City as a special obligation payable solely from said funds
and accounts.
Substitution, Addition and Removal of Property
The Authority and the City may amend the Lease Agreement to substitute alternate property for any
portion of the Property, to add additional property or to release a portion of the Property from the Lease
Agreement or to add additional property to the encumbrance of the Lease Agreement, upon compliance with
all of the conditions set forth in the Lease Agreement and described below. After a substitution or release, the
portion of the Property for which the substitution or release has been effected will be released from the
leasehold encumbrance of the Lease Agreement.
The Lease Agreement provides that there will be no reduction in or abatement of the Base Rental
Payments due from the City thereunder as a result of such substitution, release or addition. Any such
substitution, release or addition is subject to the following specific conditions precedent to such substitution,
release or addition:
(a) a Written Certificate of the City to the effect that the Property, as constituted after such
substitution, release or addition: (i) has an annual fair rental value at least equal to the maximum Base Rental
Payments payable by the City in any Rental Period, and (ii) has a useful life in excess of the final maturity of
any Outstanding Bonds.
(b) with respect to any substituted or added property, the City obtains or causes to be obtained a
CLTA or ALTA title insurance policy or policies with respect to the Property (as such term will be defined
after such substitution or addition) that when taken together with other title insurance policies covering the
Property, will be in an amount at least equal to the aggregate principal amount of any Outstanding Bonds, of
the type and with the endorsements described in the Lease Agreement; and
(c) the City, the Authority and the Trustee execute, and the City causes to be recorded with the
County of San Mateo Recorder, any document necessary to reconvey to the City the portion of the Property
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being released and to include any substituted or added real property in the description of the Property
contained in the Lease Agreement and in the Ground Lease.
The Series 2020A Bonds were issued to finance a new police facility (the “Police Facility”) of
approximately 43,300 square feet to be located within the City’s new Community Civic Campus. The Lease
Agreement provides that, upon completion of construction, the City may release the Property, other than the
property relating to such first two phases of the Community Civic Campus (excluding, however, certain
property within the Community Civic Campus planned for a park and parking facilities, as described herein),
from the Lease Agreement and the Ground Lease subject to certain requirements under the Lease Agreement.
After such release, the property relating to the first two phases of the Community Civic Campus (including the
Police Facility, excluding, however, certain property within the Community Civic Campus planned for a park
and parking facilities) will constitute the Property leased under the Ground Lease and the Lease Agreement.
See “THE PROJECT” and “THE PROPERTY.”
See APPENDIX B—“SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS—THE LEASE
AGREEMENT—NO CONSEQUENTIAL DAMAGES; USE OF THE PROPERTY; SUBSTITUTION OR
RELEASE—Substitution or Release of, or Addition to, the Property.”
Action on Default
Should the City default under the Lease Agreement, the Trustee, as assignee of the Authority under
the Lease Agreement, may terminate the Lease Agreement and recover certain damages from the City, or may
retain the Lease Agreement and hold the City liable for all Base Rental Payments thereunder on an annual
basis, and will have the right to re-enter and re-let the Property. In the event such re-letting occurs, the City
would be liable for any resulting deficiency in Base Rental Payments. See “RISK FACTORS—Limited
Recourse on Default; No Acceleration of Base Rental.”
For purposes of certain actions of Bond Owners under the Indenture and the Lease Agreement, such as
certain consents and amendments and the direction of remedies following default, Bond Owners do not act
alone and may not control such matters to the extent such matters are not supported by the requisite number of
the Owners of all Bonds.
In the event of a default under the Lease Agreement there is no right under any circumstances
to accelerate the Base Rental Payments or otherwise declare any Base Rental Payments not then in
default to be immediately due and payable. There is no right under the Indenture to accelerate debt
service payments on the Bonds in the event of a default under the Indenture or the Lease Agreement.
For a description of the events of default and permitted remedies of the Trustee (as assignee of the
Authority) contained in the Lease Agreement and the Indenture, see APPENDIX B—“SUMMARY OF THE
PRINCIPAL LEGAL DOCUMENTS—THE LEASE AGREEMENT—DEFAULTS AND REMEDIES” and
“—THE INDENTURE—DEFAULT AND LIMITATIONS OF LIABILITY.”
No Reserve Fund
The Authority has not funded a debt service reserve fund for the Series 2021A Bonds.
Additional Bonds
Pursuant to the Indenture, the Authority may issue Additional Bonds payable from the Base Rental
Payments on a parity with the outstanding Bonds upon satisfaction of certain conditions, including, but not
limited to, the following:
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(a) The Authority shall be in compliance with all agreements, conditions, covenants and terms
contained in the Indenture, in the Lease Agreement and in the Ground Lease required to be observed or
performed by it;
(b) The City shall be in compliance with all agreements, conditions, covenants and terms
contained in the Indenture, in the Lease Agreement and in the Ground Lease required to be observed or
performed by it; and
(c) The Ground Lease and the Lease Agreement shall have been amended, to the extent
necessary, (i) so as to increase the Base Rental Payments payable by the City thereunder by an aggregate
amount equal to the principal of and interest on such Additional Bonds, payable at such times and in such
manner as may be necessary to provide for the payment of the principal of and interest on such Additional
Bonds; provided, however, that no such amendment shall be made such that the sum of Base Rental Payments,
including any increase in the Base Rental Payments as a result of such amendment, plus Additional Rental
Payments, in any Rental Period shall be in excess of the annual fair rental value of the Property after taking
into account the use of the proceeds of any Additional Bonds issued in connection therewith (evidence of the
satisfaction of such condition shall be made by a Written Certificate of the City); and (ii) to include provisions
for the prepayment of Base Rental Payments attributable to such Additional Bonds.
See APPENDIX B—“SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS—THE
INDENTURE—ISSUANCE OF BONDS; APPLICATION OF PROCEEDS—Conditions for the Issuance of
Additional Bonds” and “—Procedure for the Issuance of Additional Bonds.”
Insurance
General. The Lease Agreement requires that the City maintain certain insurance coverages on the
Property for loss due to property damage, title defect, loss of use and other liability as described below. Under
the Lease Agreement, the City may self-insure for the coverages required under the captions “Property
Insurance” and “General Liability Insurance.” The City self-insures up to certain amounts and purchases
additional coverage from commercial carriers as described in Appendix A hereto under “INFORMATION
REGARDING THE CITY OF SOUTH SAN FRANCISCO— Risk Management.”
Property Insurance. The Lease Agreement requires the City to maintain or cause to be maintained
fire, lightning and special extended coverage insurance (which includes coverage for vandalism and malicious
mischief, but need not include coverage for earthquake damage) on all improvements constituting any part of
the Property, which with respect to any portion of the Property for which initial construction of improvements
thereon has not been completed, initially may be in the form of a builder’s risk policy providing coverage in an
amount not less than the construction costs expended for such projects and, if no builder’s risk policy is in
effect in an amount not less than 100% of the replacement cost of such improvements. Such property
insurance required to be maintained pursuant to the Lease Agreement may be subject to a deductible in an
amount not to exceed $500,000.
General Liability Insurance. The Lease Agreement requires the City to maintain or cause to be
maintained a standard commercial general liability insurance policy or policies in protection of the City, the
Authority and their respective members, officers, agents and employees. Said policy or policies shall provide
for indemnification of said parties against direct or contingent loss or liability for damages for bodily and
personal injury, death or property damage occasioned by reason of the use or ownership of the Property. Said
policy or policies shall provide coverage in the minimum liability limits of $1,000,000 for personal injury or
death of each person and $3,000,000 for personal injury or deaths of two or more persons in a single accident
or event, and in a minimum amount of $500,000 for damage to property (subject to a deductible clause of not
to exceed $100,000) resulting from a single accident or event. Such commercial general liability and property
damage insurance may, however, be in the form of a single limit policy in the amount of $3,000,000 covering
all such risks.
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Rental Interruption Insurance. The Lease Agreement requires the City to maintain rental interruption
insurance to cover the Authority’s loss, total or partial, of Base Rental Payments resulting from the loss, total
or partial, of the use of any part of the Property as a result of any of the hazards covered by the casualty
insurance described in the preceding paragraph, in an amount sufficient at all times to pay an amount not less
than the product of two times the maximum amount of Base Rental Payments scheduled to be paid during any
Rental Period. The City is not permitted to self-insure its obligation to maintain rental interruption insurance.
Workers’ Compensation Insurance. The City is also required to maintain or cause to be maintained
workers’ compensation insurance issued by a responsible carrier authorized under the laws of the State to
insure employers against liability for compensation under the California Labor Code, or any act enacted as an
amendment or supplement thereto or in lieu thereof, such workers’ compensation insurance to cover all
persons employed by the City in connection with the Property and to cover full liability for compensation
under any such act.
Title Insurance. The City shall provide, at its own expense, one or more CLTA or ALTA title
insurance policies for the Property, in the aggregate amount of not less than the initial aggregate principal
amount of the Bonds. Said policy or policies shall insure (a) the fee interest of the City in the Property, (b) the
Authority’s ground leasehold estate in the Property under the Ground Lease, and (c) the City’s leasehold estate
hereunder in the Property, subject only to Permitted Encumbrances. All Net Insurance Proceeds received
under said policy or policies shall be deposited with the Trustee and applied as provided in the Indenture. So
long as any of the Bonds remain Outstanding, each policy of title insurance obtained pursuant to the Indenture
or this Lease Agreement or required thereby or hereby shall provide that all proceeds thereunder shall be
payable to the Trustee for the benefit of the Bond Owners.
See APPENDIX B—“SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS—THE LEASE
AGREEMENT—INSURANCE.”
SOURCES AND USES OF FUNDS
The sources and uses of funds with respect to the Series 2021A Bonds are shown below.
Sources
Principal Amount of Series 2021A Bonds $
Plus/Less Net Original Issue Premium/Discount
Total Sources $
Uses
Project Fund $
Underwriters’ Discount
Costs of Issuance(1)
Total Uses $
(1) Includes legal, municipal advisory, rating agency, printing fees and other miscellaneous costs of issuance.
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DEBT SERVICE SCHEDULE
Following is the annual schedule of debt service due with respect to the outstanding Series 2020A
Bonds and the Series 2021A Bonds:
Bond Year
Debt Service on
Outstanding
Series 2020A
Bonds
Series 2021A Bonds Aggregate Debt
Service(1)
Principal Interest
2021 $2,767,200
2022 2,765,450
2023 2,766,450
2024 2,764,950
2025 2,765,950
2026 2,764,200
2027 2,764,700
2028 2,762,200
2029 2,764,800
2030 2,765,200
2031 2,763,400
2032 2,764,400
2033 2,763,000
2034 2,764,200
2035 2,762,800
2036 2,763,800
2037 2,767,000
2038 2,762,200
2039 2,764,600
2040 2,763,800
2041 2,764,800
2042 2,762,400
2043 2,766,600
2044 2,767,000
2045 2,763,600
2046 2,766,400
Total $71,881,100
THE PROJECT
The project to be financed from a portion of the proceeds of the Series 2021A Bonds (the “Project”)
consists of: (1) the second phase of the City’s new Community Civic Campus consisting of a new civic center
building to house a community library, the City’s Department of Parks and Recreation and the City Council
chambers, and an approximately 1.3 acre community park; (2) a portion of the costs of the City’s street paving
program (the Street Paving Program”), which includes the repair and reconstruction of streets throughout the
City; and (3) the installation of solar panels at the new Community Civic Campus and the City’s Public Works
Corporation Yard, all as further described below. Approximately $74 million, $24 million and $4 million of
the Series 2021A Bond proceeds are expected to be applied to finance the costs of the Community Civic
Campus, the Street Paving Program and the solar panels, respectively.
Community Civic Campus. The first phase of the Community Civic Campus is being financed from
proceeds of the Series 2020A Bonds and consists of the Police Facility which contains approximately 43,300
square feet. The Police Facility is planned to include two buildings and space for administration, operations,
investigation, storage, support services, and training for the City’s police department. Construction of the
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Police Facility began in February 2020 and the City expects the Police Facility will be complete and
operational in the third quarter of 2021. However, no assurances can be made as to the cost and timing of such
completion. The estimated cost of the Policy Facility is approximately $56.8 million.
The site for the second phase of the Community Civic Campus project being financed from proceeds
of the Series 2021A Bonds is approximately 6.5 acres. The new civic center building to be constructed has
been designed as a three-story building of approximately 83,000 square feet. In addition, the second phase of
the Community Civic Campus project includes a 1.3 acre park located adjacent to the new civic center
building. The construction contract was awarded in November 2020 and construction commenced in January
2021. The City currently expects the Project to be complete in the spring of 2023. The current estimated cost
of this project is approximately $101 million.
The City has conducted all environmental review and obtained the necessary environmental approvals
for the Community Civic Campus project.
Through February 2021, the City has spent approximately $21.7 million in acquisition, design and
other preliminary costs associated with the Community Civic Campus. The City expects to fund the remaining
costs of the Community Civic Campus primarily with proceeds of the Series 2020A Bonds and the Series
2021A Bonds, Measure W sales tax revenues (as described below) and reserves set aside for infrastructure. If
Additional Bonds are issued to finance any costs of the third phase of the Community Civic Campus, the City
may choose to amend the Lease Agreement and the Ground Lease, in accordance with their respective terms,
in connection therewith.
The following table sets forth the currently expected sources of funds for the costs of the Police
Facility and the second phase of the Community Civic Campus. As shown in the table below, approximately
$101 million of the total cost of the Police Facility and the second phase of the Community Civic Campus will
be financed from proceeds of the Series 2020A Bonds and Series 2021A Bonds.
Pre-
Construction
Costs
Police
Facility
Community
Civic Campus –
Phase II Total
Sources of Funds:
Measure W and other City Funds $ 34,000,000 $ 3,000,000 $ 27,000,000 $ 64,000,000
Bond Proceeds(1) -- 53,800,000 74,000,000 127,800,000
Totals $34,000,000 $56,800,000 $101,000,000 $191,800,000
(1) Consists of proceeds of the Series 2020A Bond and the Series 2021A Bonds.
Source: City of South San Francisco.
Street Paving Program. The City expects to apply a portion of the proceeds of the Series 2021A
Bonds in the approximate amount of $24 million toward the costs of repair and reconstruction of streets
throughout the City. The Street Paving Program includes slurry seal, overlay and surface reconstruction of
City streets. In the event the City decides not to finance the Street Paving Program from proceeds of the Series
2021A Bonds, the City will apply such proceeds to other eligible City projects.
Solar Project. The City expects to apply a portion of the proceeds of the Series 2021A Bonds in the
approximate amount of $4 million toward the costs of the acquisition and installation of solar panels to be
located at the new Community Civic Campus and the City’s Public Works Corporation Yard. The City has
not yet finalized the scope or the timeframe for the acquisition and installation of such solar panels. In the
event the City decides not to finance the solar panels from proceeds of the Series 2021A Bonds, the City will
apply such proceeds to other eligible City projects.
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Measure W. In 2015, the voters in the City passed Measure W, which increased the sales tax rate
within the City by 0.5%. The new Community Civic Campus is the primary component of the projects that the
City intends to finance with the projected additional sales tax revenues generated by such increase in the sales
tax rate. The City also expects to use a portion of such additional sales tax revenues to fund a portion of the
Street Paving Program, as described above. Such sales tax revenues may be used for any City purpose and the
City has not pledged any sales tax revenues to pay debt service on the Series 2021A Bonds. See “CITY
FINANCIAL INFORMATIONSales Taxes” in Appendix A hereto.
THE PROPERTY
General. The Property initially leased under the Original Ground Lease and the Original Lease
Agreement in connection with the issuance of the Series 2020A Bonds consisted of the City’s Orange
Memorial Park and a portion of the Miller Parking Garage, as further described below. In connection with the
issuance of the Series 2021A Bonds, the real property upon which the first two phases of the Community Civic
Campus project is being constructed (which includes the Police Facility being financed by a portion of the
proceeds of the Series 2020A Bonds), and seven other City properties will be added to be part of the Property
leased under the Ground Lease and the Lease Agreement, as described below.
Under the Lease Agreement, the City has the right to substitute, add to or release all or portion of the
Property subject to certain conditions precedent. The Lease Agreement also provides that, upon completion of
the first two phases of the Community Civic Campus (which includes the Police Facility), the City may release
the Property, other than the property relating to such first two phases of the Community Civic Campus, from
the Lease Agreement and the Ground Lease subject to certain requirements under the Lease Agreement. After
such release, the property relating to the first two phases of the Community Civic Campus (including the
Police Facility) will constitute the Property leased under the Ground Lease and the Lease Agreement. See
“SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2021A BONDSSubstitution, Addition
and Removal of Property.”
Orange Memorial Park. Orange Memorial Park is a City-owned park of approximately 28 acres
located at 781 Tennis Drive in the City. Facilities located in Orange Memorial Park include a community
building of approximately 6,400 square feet, basketball courts, tennis courts, soccer field, bocce ball court,
skate park, a building housing a swimming pool and picnic areas and related amenities. The facilities in
Orange Memorial Park were constructed between 1970 and 2008. The City estimates the insured value of the
foregoing improvements in Orange Memorial Park to be approximately $8.9 million. In a Parkland
Acquisition and Park Construction Fees Quimby Act and Mitigation Fee Act Report (the “Park Fees Report”),
prepared for the City in 2015, the value of parkland within the City was estimated to be $2.3 million per acre.
Based on the insured value of the improvements located in Orange Memorial Park and the estimated value per
acre set forth in the Park Fees Report, the City estimates the value of Orange Memorial Park to be
approximately $73.3 million.
A portion of Orange Memorial Park was previously owned and operated by a commercial plant
nursery. As a result of such use, certain chemicals used in pesticides and insecticides have been detected in
the soil below the capped ground surface. The City has entered into a covenant with the County
Environmental Health Services Division to restrict the use of such property. Pursuant to such covenant, the
City has agreed that such portion of Orange Memorial Park will only be used for industrial, commercial and
parks and recreation purposes. Further, no drilling or disturbance of the soil (e.g. excavation, grading, removal
or trenching) shall occur without soil management and safety plans approved by the County Environmental
Health Services Division. The City is currently using such portion of Orange Memorial Park in compliance
with the foregoing covenant and does not have any plans to use such property for other than parks and
recreational purposes.
As described under the caption “CITY FINANCIAL INFORMATIONCapital Improvement
Program,” the City is constructing stormwater capture improvements to be located on a portion of Orange
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Memorial Park. The construction of such project is not expected to impair the use of Orange Memorial Park
during the construction period and the City does not expect an abatement of Rental under the Lease Agreement
as a result of such project.
Miller Parking Garage. A portion of the Miller Parking Garage (the “Parking Garage”) is included in
the Property leased under the Ground Lease and Lease Agreement. The Parking Garage is located at 329
Miller Avenue in the City. The Parking Garage consists of a five-level open-air concrete structure building of
approximately 100,000 square feet with 244 parking spaces. Approximately 14,350 square feet of commercial
and office space (the “Commercial Space”) is located on the ground floor of the Parking Garage. Only the
four floors where the 244 parking spaces are located are included in the Property leased under the Ground
Lease and Lease Agreement.
In February 2020, the City sold the Commercial Space. The Commercial Space is not included in the
Property leased under the Ground Lease and Lease Agreement. In connection with the sale of the Commercial
Space, a condominium map was recorded with the County to create separate assessor parcel numbers for the
Commercial Space and the balance of the property included within the Parking Garage. No rights to the
parking spaces were granted to the owners of the Commercial Space in connection with its sale. However, the
owners of the Commercial Space may use such spaces upon payment to the City of the applicable parking fees.
The Parking Garage was constructed in 2011 and the City estimates the insured value of the four
floors where the 244 parking spaces are located to be approximately $12.5 million, exclusive of the cost of the
land on which the Parking Garage is located.
City Hall. The City Hall building is located at 400 Grand Avenue in the City. The City Hall is a two-
story structure of approximately 14,000 square feet. The City Hall building was built in 1930 and is of
masonry construction. In the 1990’s, the City Hall building was retrofitted and reinforced to better withstand
the effects of seismic activity. The City Hall building currently houses various City departments including
offices of the City Attorney, the City Clerk and the City Manager, the Finance Department and the Housing
and Community Development Department. The City estimates the value of the City Hall building to be
approximately $6.1 million.
City Hall Annex. The City Hall Annex is located at 315 Maple Avenue, adjacent to the City Hall
building. The City Hall Annex is a single-story building with approximately 6,900 square feet. The City Hall
Annex was built in 1949 and is of masonry construction. The City Hall Annex currently houses the City’s
Building, Planning and Engineering Department. The City estimates the value of the City Hall building to be
approximately $2.1 million.
Westborough Park and Fire Station #64. Westborough Park is a City-owned park of approximately
11 acres located at 2380 Galway Drive in the City. Facilities located in Westborough Park include a multi-
purpose recreation building of approximately 6,600 square feet, picnic areas and related amenities. The
recreation building at Westborough Park was constructed in 1999 and includes an atrium-style lobby, two large
reception rooms and a kitchen. The City estimates the insured value of the foregoing improvements in
Westborough Park to be approximately $2.9 million with approximately $2.7 million allocable to the
recreation building. Based on the insured value of the improvements located in Westborough Park and the
estimated value per acre set forth in the Park Fees Report, the City estimates the value of Westborough Park to
be approximately $28.4 million.
The City’s Fire Station #64 is located on the same parcel as Westborough Park with a street address of
2350 Galway Drive. The Central Fire Station includes a wood frame two-bay, apparatus building of
approximately 6,400 square feet, which was building in 1970. The City estimates the value of Fire Station #64
to be approximately $2.3 million.
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The parcels relating to Westborough Park and Fire Station #64 were conveyed to the City in the
1960s. The instruments conveying such property restrict their use to parks and recreation and fire station
purposes. Such instruments also provide that, should the use change from the foregoing, title shall revert to
the prior owner. The City believes that, pursuant to State law, such reversionary rights are no longer
enforceable. However, in the event of an action to enforce the foregoing use restrictions, a reviewing court
may find that such use restrictions are still applicable and enforceable.
Should the City default under the Lease Agreement, the Trustee, as assignee of the Authority under
the Lease Agreement, may re-enter and re-let the Property. See “SECURITY AND SOURCES OF
PAYMENT FOR THE SERIES 2021A BONDS —Action on Default.” With respect to Westborough Park
and Fire Station #64, due to the foregoing use restrictions, in addition to the specialized nature of such
property, no assurance can be given that the Trustee will be able to re-let Westborough Park and Fire Station
#64.
Public Works Corporation Yard. The City’s Public Works Corporation Yard is located at 550 North
Canal Street in the City. The Public Works Corporation Yard includes a 37,220 square foot building built in
1998 of masonry construction, which currently houses the City’s Public Works Department. The Public
Works Corporation Yard also includes two warehouses totaling approximately 16,300 square feet which is
used for vehicle parking and maintenance. The City estimates the value of the Public Works Corporation Yard
to be approximately $9.7 million.
Fire Station #61. The City’s Fire Station #61 is located at 480 North Canal Street in the City. Fire
Station #61 includes a wood frame, three-bay apparatus building of approximately 18,800 square feet, which
was building in 1965. Fire Station #61 also includes an emergency operations training center and classroom
totaling approximately 4,300 square feet, which were built in 2010 of steel-frame construction. A fire training
tower is also located on the site. The City estimates the value of Fire Station #61 to be approximately $9.4
million.
City Senior Center (Magnolia Center). The City’s senior center (also known as the Magnolia Center)
(the “Senior Center”) is located at 601 Grand Avenue in the City. The Senior Center is a two-story building
with approximately 18,600 square feet. The Senior Center was built in 1926 and is of masonry construction.
In the 1980’s, the Senior Center was retrofitted and reinforced to better withstand the effects of seismic
activity. At the Senior Center, the City offers recreational programs and events, certain health screenings,
health insurance counsel and an adult daycare center for senior citizens. The City estimates the value of the
Senior Center to be approximately $6.5 million.
Community Civic Campus – Phases I and II. As described above, the property associated with the
first two phases of the City’s new Community Civic Campus project, which is currently under construction, is
being added to the Property in connection with the issuance of the Series 2021A Bonds. As described above
under “THE PROJECT,” the Community Civic Campus project includes a 1.3 acre public park and a surface
parking lot to be located adjacent to the proposed civic center building. The parcel on which such park and
surface parking lot are planned to be located is owned by the Bay Area Rapid Transit (BART). BART has
granted a permit to the City with respect to the use of such parcel. Such parcel is not included as part of the
Property leased under the Ground Lease and the Lease.
THE AUTHORITY
Organization and Membership
The Authority was formed pursuant to the provisions of Articles 1, 2 and 4 of Chapter 5 of Division 7
of Title 1 of the Government Code of the State (the “Act”) and the Joint Exercise of Powers Agreement, dated
as of December 1, 2019 (the “JPA Agreement”), by and between the City and the Parking Authority of the
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City of South San Francisco, to assist in financing public capital improvements undertaken by either member.
The City Council of the City serves as the Board of Directors of the Authority.
THE CITY
General
The City is a general law city that was incorporated in 1908. The City is located in the County of San
Mateo (the “County”) on the San Francisco Peninsula. The City currently has an estimated population of
approximately 67,000 persons. The City’s General Fund budget for Fiscal Year 2020-21, as revised through
February 28, 2021, includes approximately $116.8 million of revenues and approximately $115.3 million of
expenditures (excluding interfund transfers). For financial and demographic information regarding the City
see APPENDIX A“THE CITY OF SOUTH SAN FRANCISCO.”
A copy of the financial statements of the City for the fiscal year ended June 30, 2020 is attached
hereto as Appendix C which should be read in its entirety. See APPENDIX C—“COMPREHENSIVE
ANNUAL FINANCIAL REPORT OF THE CITY FOR THE FISCAL YEAR ENDED JUNE 30, 2020.”
RISK FACTORS
The following factors, along with the other information in this Official Statement, should be
considered by potential investors in evaluating the purchase of the Series 2021A Bonds. However, they do not
purport to be an exhaustive listing of risks and other considerations which may be relevant to an investment in
the Series 2021A Bonds. In addition, the order in which the following factors are presented is not intended to
reflect the relative importance of any such risks.
General Considerations – Security for the Series 2021A Bonds
The Series 2021A Bonds are special obligations of the Authority, payable solely from Base Rental
Payments and the other assets pledged under the Indenture. Neither the faith and credit nor the taxing power
of the Authority, the City or the State, or any political subdivision thereof, is pledged to the payment of the
Series 2021A Bonds. The Authority has no taxing power.
The obligation of the City to make the Base Rental Payments does not constitute a debt of the City or
the State or of any political subdivision thereof within the meaning of any constitutional or statutory debt limit
or restriction, and does not constitute an obligation for which the City or the State is obligated to levy or
pledge any form of taxation or for which the City or the State has levied or pledged any form of taxation.
Although the Lease Agreement does not create a pledge, lien or encumbrance upon the funds of the
City, the City is obligated under the Lease Agreement to pay the Base Rental Payments and Additional Rental
Payments from any source of legally available funds and the City has covenanted in the Lease Agreement that
it will take such action as may be necessary to include all Base Rental Payments and Additional Rental
Payments due under the Lease Agreement in its annual budgets and to make necessary annual appropriations
for all such Rental Payments, subject to abatement. The City is currently liable and may become liable on
other obligations payable from general revenues. See “CITY FINANCIAL INFORMATION—Indebtedness”
in Appendix A hereto.
The City has the capacity to enter into other obligations which may constitute additional charges
against its revenues. To the extent that additional obligations are incurred by the City, the funds available to
make Base Rental Payments may be decreased. In the event the City’s revenue sources are less than its total
obligations, the City could choose to fund other activities before making Base Rental Payments and other
payments due under the Lease Agreement. The same result could occur if, because of California
Constitutional limits on expenditures, the City is not permitted to appropriate and spend all of its available
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revenues. However, the City’s appropriations have never exceeded the limitation on appropriations under
Article XIIIB of the State Constitution. See “CONSTITUTIONAL AND STATUTORY LIMITATIONS ON
TAXES AND APPROPRIATIONS—Article XIIIB of the State Constitution.”
Abatement
In the event of substantial interference with the City’s right to use and occupy any portion of the
Property by reason of damage to, or destruction or condemnation of the Property, or any defects in title to the
Property, Base Rental Payments will be subject to abatement. See “SECURITY AND SOURCES OF
PAYMENT FOR THE SERIES 2021A BONDS—Abatement.” In the event that all or a portion of the
Property, if damaged or destroyed by an insured casualty, could not be replaced during the period of time in
which proceeds of the City’s rental interruption insurance will be available in lieu of Base Rental Payments,
plus the period for which funds are available from the funds and accounts established under the Indenture, or in
the event that casualty insurance proceeds are insufficient to provide for complete repair or replacement of
such portion of the Property or redemption of the Series 2021A Bonds, there could be insufficient funds to
make payments to Owners in full. The Authority has not funded a reserve fund for the Series 2021A Bonds.
It is not always possible to predict the circumstances under which abatement of rental may occur. In
addition, there is no statute, case or other law specifying how such an abatement of rental should be measured.
For example, it is not clear whether fair rental value is established as of commencement of the lease or at the
time of the abatement. If the latter, it may be that the value of the Property is substantially higher or lower
than its value at the time of issuance of the Series 2021A Bonds. Abatement, therefore, could have an
uncertain and material adverse effect on the security for and payment of the Series 2021A Bonds.
If damage, destruction, title defect or eminent domain proceedings with respect to the Property results
in abatement of the Base Rental Payments related to such Property and if such abated Base Rental Payments, if
any, together with moneys from rental interruption or use and occupancy insurance (in the event of any insured
loss due to damage or destruction), and eminent domain proceeds, if any, are insufficient to make all payments
of principal and interest with respect to the Series 2021A Bonds during the period that the Property is being
replaced, repaired or reconstructed, then all or a portion of such payments of principal and interest may not be
made. Under the Lease Agreement and the Indenture, no remedy is available to the Series 2021A Bond
Owners for nonpayment under such circumstances.
As described above under “THE PROJECT” and “THE PROPERTY,” the property associated with
the first two phases of the City’s new Community Civic Campus is being added to the Property in connection
with the issuance of the Series 2021A Bonds. The Police Facility and the improvements associated with the
second phase of the Community Civic Campus are currently under construction. The City has determined that
the fair rental value of the balance of the Property is sufficient such that, in the event construction of the Police
Facility and the second phase of the Community Civic Campus is not completed, there would not be an
abatement of Base Rental Payments under the Lease Agreement.
No Reserve Fund
The Authority has not funded a debt service reserve fund for the Series 2021A Bonds.
Natural Disasters and Climate Change
The occurrence of any natural disaster in the City, including, without limitation, fire, windstorm,
drought, earthquake, landslide, mudslide, flood or a rise in sea levels as result of climate change, could have an
adverse material impact on the economy within the City, its General Fund and the revenues available for the
payment of Base Rental Payments.
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All jurisdictions in California are subject to the effects of damaging earthquakes. Earthquakes are
considered a threat to the City due to the highly active seismic region and the proximity of fault zones.
Portions of the City are located above active earthquake faults, heightening the risks associated with
seismic events. The peninsula portion of the San Andreas Fault as well as the Northern San Gregorio Fault
passes through the County. An earthquake along one of the faults in the vicinity, either known or unknown,
could cause a number of casualties and extensive property damage. The effects of such a quake could be
aggravated by aftershocks and secondary effects such as fires, landslides, liquefaction and other threats to
public health, safety and welfare. The potential direct and indirect consequences of a major earthquake could
easily exceed the resources of the City and could require a high level of self-help, coordination and
cooperation.
Climate change caused by human activities may have adverse effects on the City. Climate change can
also result in more variable weather patterns, which can lead to longer and more severe droughts as well as
increased risk of flooding and a rise in sea levels.
The City is bordered to the east by the San Francisco Bay and as a result, portions of the City could be
directly impacted by sea level rise. In 2014, the City adopted a climate action plan which outlines the options
and strategies available to the City to reduce its greenhouse gas emissions and to adapt to challenges posed by
increased likelihood of flood events and sea level rise. The City also participates in a regional initiative known
as Sea Change San Mateo County (“Sea Change SMC”) which is a collaborative effort by the County, cities
within the County and other local stakeholders to educate and assess the risks posed by sea level rise and
provide recommendations for adaptation strategies. One result of the Sea Change SMC initiative was the
finalization of a San Bruno Creek/Colma Creek Resiliency Study Final Report, which assessed the
vulnerability of assets within the lower reaches of the San Bruno Creek and Colma Creek (which runs through
the southern portion of the City) to flooding. The resiliency study identified areas within the Colma Creek and
San Bruno Creek watersheds which are prone to flooding and provided certain recommendations, including,
among others, new floodwalls, tide gates, channel depending, increased surface detention basins and regional
tidal-barrier structures. [The properties which make up the Property being leased under the Lease are not
located in such areas.]
Projections of the impacts of global climate change on the City are complex and depend on many
factors that are outside the City’s control. The various scientific studies that forecast the amount and timing of
adverse impacts of climate change are based on assumptions contained in such studies, but actual events may
vary materially. Also, the scientific understanding of climate change and its effects continues to evolve.
Accordingly, the City is unable to forecast with certainty when adverse impacts of climate change will occur or
the extent of such impacts. The City has implemented certain adaptation strategies to reduce the risk of
flooding including construction of additional facilities and open space for the capture of stormwater flows.
The City expects to continue to consider the effects of climate change in its own planning and to participate in
regional planning initiatives. While the impacts of climate change may be mitigated by the City’s past and
future investment in adaptation strategies, the City can give no assurance about the net effects of those
strategies and whether the City will be required to take additional adaptive mitigation measures.
The occurrence of natural disasters in the City could result in substantial damage to the City and the
Property which, in turn, could substantially reduce General Fund revenues and affect the ability of the City to
make Base Rental Payments or cause an abatement in Base Rental Payments. Reduced ability to pay Base
Rental Payments could affect the payment of the principal of and interest on the Series 2021A Bonds. The
City maintains liability insurance and property casualty insurance (for losses other than from seismic events)
for the Premises. See the caption “INFORMATION REGARDING THE CITY OF SOUTH SAN
FRANCISCO—Risk Management” in Appendix A hereto. However, there can be no assurance that specific
losses will be covered by insurance or, if covered, that claims will be paid in full by the applicable insurers.
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Hazardous Substances
The City knows of no existing hazardous substances which require remedial action on or near the
Property. However, it is possible such substances do currently or potentially exist and that the City is not
aware of them.
Owners and operators of real property may be required by law to remedy conditions of the property
relating to releases or threatened releases of hazardous substances. The federal Comprehensive Environmental
Response, Compensation and Liability Act of 1980, sometimes referred to as “CERCLA” or the “Superfund
Act,” is the most well-known and widely applicable of these laws, but California laws with regard to hazardous
substances are also stringent and similar. Under many of these laws, the owner (or operator) is obligated to
remedy a hazardous substance whether or not the owner (or operator) has anything to do with creating or
handling the hazardous substance. Further, such liabilities may arise not simply from the existence of a
hazardous substance but from the method of handling it. All of these possibilities could significantly and
adversely affect the operations and finances of the City, may result in the reduction in the assessed value of
property, and therefor property tax revenue.
Cybersecurity
The City, like many other public and private entities, relies on a large and complex technology
environment to conduct its operations. As a recipient and provider of personal, private, or sensitive
information, the City is subject to multiple cyber threats including, but not limited to, hacking, viruses,
malware and other attacks on computer and other sensitive digital networks and systems. Entities or
individuals may attempt to gain unauthorized access to the City’s digital systems for the purposes of
misappropriating assets or information or causing operational disruption and damage. To date, the City has not
experienced an attack on its computer operating systems which resulted in a breach of its cybersecurity
systems that are in place. However, no assurances can be given that the City’s efforts to manage cyber threats
and attacks will be successful or that any such attack will not materially impact the operations or finances of
the City. Additionally, the City carries cybersecurity insurance. See “INFORMATION REGARDING THE
CITY OF SOUTH SAN FRANCISCO— Risk Management” in Appendix A hereto for more information with
respect to the City’s earthquake insurance coverage.
Impacts of Coronavirus on City
The COVID-19 outbreak has had an adverse impact on the national and State economies and, in turn,
on the City’s financial condition and operating results. The outbreak is expected to have continued negative
effects on the local, State and national economies until a vaccine is made widely available to the general
public. Unemployment in the United States, including California, increased dramatically following the
outbreak of the pandemic. While unemployment has declined in the last several months, it remains above the
pre-pandemic levels. Federal and state governments (including California) have enacted legislation and have
taken executive actions designed to mitigate the negative public health and economic impacts of the outbreak.
On March 4, 2020, the Governor declared a state of emergency to help the State prepare and respond
to the COVID-19 outbreak. On March 13, 2020 the President declared a national state of emergency. On
March 19, 2020, the Governor issued a statewide Order, Executive Order N-33-20, directing all residents to
heed State public health directives to stay home or at their place of residence except as needed to maintain
continuity of operations of critical infrastructure sectors during the COVID-19 response. Since that time the
State, the County and the City have undergone varying degrees of limited reopening. The City expects that
State and local directives will continue to be revised as infection, hospitalization and vaccination rates
fluctuate.
There are many variables that will affect the length and breadth of the economic impact from the
COVID-19 outbreak, including the length of time social distancing measures are in place, the rate at which
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vaccines are administered and the effectiveness of State and Federal governments’ relief programs. The City is
unable to predict how long the adverse impacts from the COVID-19 will continue.
Substitution, Addition and Removal of Property; Additional Bonds
The Authority and the City may amend the Lease Agreement to substitute alternate real property for
any portion of or add additional real property to the Property or to release a portion of the Property from the
Lease Agreement, upon compliance with all of the conditions set forth in the Lease Agreement. After a
substitution or release, the portion of the Property for which the substitution or release has been effected will
be released from the leasehold encumbrance of the Lease Agreement. See “SECURITY AND SOURCES OF
PAYMENT FOR THE SERIES 2021A BONDS―Substitution, Addition and Removal of Property.”
Moreover, the Authority may issue Additional Bonds secured by Base Rental Payments which are increased
from current levels.
Although the Lease Agreement requires, among other things, that the Property, as constituted after
such substitution or release, have an annual fair rental value at least equal to the maximum Base Rental
Payments payable by the City in any Rental Period, it does not require that such Property have an annual fair
rental value equal to the annual fair rental value of the Property at the time of substitution or release. Thus, a
portion of the Property could be replaced with less valuable real property, or could be released altogether.
Such a replacement or release could have an adverse impact on the security for the Series 2021A Bonds,
particularly if an event requiring abatement of Base Rental Payments were to occur subsequent to such
substitution or release. See APPENDIX B—“SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS—
THE LEASE AGREEMENT—NO CONSEQUENTIAL DAMAGES; USE OF THE PROPERTY;
SUBSTITUTION OR RELEASE—Substitution or Release of, or Addition to, the Property.”
The Indenture requires, among other things, that upon the issuance of Additional Bonds, the Ground
Lease and the Lease Agreement will be amended, to the extent necessary, so as to increase the Base Rental
Payments payable by the City thereunder by an aggregate amount equal to the principal of and interest on such
Additional Bonds; provided, however, that no such amendment will be made such that the sum of Base Rental
Payments, including any increase in the Base Rental Payments as a result of such amendment, plus Additional
Rental Payments, in any Rental Period is in excess of the annual fair rental value of the Property after taking
into account the use of the proceeds of any Additional Bonds issued in connection therewith.
Limited Recourse on Default; No Acceleration of Base Rental
Failure by the City to make Base Rental Payments or other payments required to be made under the
Lease Agreement, or failure to observe and perform any other terms, covenants or conditions contained in the
Lease Agreement or in the Indenture for a period of 30 days or such additional time as is reasonable required
to correct any such default after notice by the Authority to the City, constitute events of default under the
Lease Agreement and permit the Trustee or the Authority to pursue any and all remedies available. In the
event of a default, notwithstanding anything in the Lease Agreement or in the Indenture to the contrary, there
is no right under any circumstances to accelerate the Base Rental Payments or otherwise declare any Base
Rental Payments not then in default to be immediately due and payable, nor do the Authority or the Trustee
have any right to re-enter or re-let the Property except as described in the Lease Agreement.
The enforcement of any remedies provided in the Lease Agreement and the Indenture could prove
both expensive and time consuming. If the City defaults on its obligation to make Base Rental Payments with
respect to the Property, the Trustee, as assignee of the Authority, may retain the Lease Agreement and hold the
City liable for all Base Rental Payments thereunder on an annual basis and enforce any other terms or
provisions of the Lease Agreement to be kept or performed by the City.
Alternatively, the Authority or the Trustee may terminate the Lease Agreement, retake possession of
the Property and proceed against the City to recover damages pursuant to the Lease Agreement. Due to the
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specialized nature of the Property or any property substituted therefor pursuant to the Lease Agreement and the
restrictions on its use, no assurance can be given that the Trustee will be able to re-let the Property so as to
provide rental income sufficient to make all payments of principal of, interest and premium, if any, on the
Series 2021A Bonds when due, and the Trustee is not empowered to sell the Property for the benefit of the
Owners of the Series 2021A Bonds. Any suit for money damages would be subject to limitations on legal
remedies against cities in California, including a limitation on enforcement of judgments against funds needed
to serve the public welfare and interest. See “SECURITY AND SOURCES OF PAYMENT FOR THE
SERIES 2021A BONDS” and APPENDIX B—“SUMMARY OF THE PRINCIPAL LEGAL
DOCUMENTS—THE LEASE AGREEMENT—DEFAULTS AND REMEDIES.”
Limitations on Remedies Available; Bankruptcy
The enforceability of the rights and remedies of the Owners and the obligations of the City may
become subject to the following: the federal bankruptcy code and applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws relating to or affecting the enforcement of creditors’ rights
generally, now or hereafter in effect; usual equitable principles which may limit the specific enforcement under
state law of certain remedies; the exercise by the United States of America of the powers delegated to it by the
Federal Constitution; and the reasonable and necessary exercise, in certain exceptional situations, of the police
power inherent in the sovereignty of the State of California and its governmental bodies in the interest of
servicing a significant and legitimate public purpose.
Under Chapter 9 of the United States Bankruptcy Code (Title 11, United States Code) (the
“Bankruptcy Code”), which governs bankruptcy proceedings of public entities such as the City, no involuntary
bankruptcy petition may be filed against a public entity. However, upon satisfaction of certain prerequisite
conditions, a voluntary bankruptcy petition may be filed by the City. The filing of a bankruptcy petition
results in a stay against enforcement of remedies under agreements to which the bankrupt entity is a party. A
bankruptcy filing by the City could thus limit remedies under the Lease Agreement. A bankruptcy debtor may
choose to assume or reject executory contracts and leases, such as the Lease Agreement. In the event of
rejection of a lease by debtor lessee, the leased property is returned to the lessor and the lessor has a claim for a
limited amount of the resulting damages.
Under the Indenture, the Trustee holds a security interest in the Base Rental Payments for the benefit
of the Owners of the Bonds, but such security interest arises only when the Base Rental Payments are actually
received by the Trustee following payment by the City. The Property is not subject to a security interest,
mortgage or any other lien in favor of the Trustee for the benefit of Owners. In the event of a bankruptcy filed
by the City and the subsequent rejection of the Lease Agreement by the City, the Authority would recover
possession of the Property and the Trustee, as assignee of the Authority, would have a claim for damages
against the City. The Trustee’s claim would constitute a secured claim only to the extent of Revenues in the
possession of the Trustee; the balance of such claim would be unsecured.
Bankruptcy proceedings would subject the Owners of the Series 2021A Bonds to judicial discretion
and interpretation of their rights in bankruptcy or otherwise, and consequently entail risks of delay, limitation,
or modification of their rights with respect to the Series 2021A Bonds. In a bankruptcy case, the amount
recovered by Owners of the Series 2021A Bonds could be affected by whether the Lease Agreement is
determined to be a “true lease” or a loan or other financing arrangement (a “financing lease”), and the Owners’
recovery could be reduced in either case. If the Lease Agreement is determined by the bankruptcy court to
constitute a “true lease” (rather than a financing lease), the City could choose not to perform under the Lease
Agreement by rejecting it and the claim of the Owners could be substantially limited pursuant to Section 365
of the Bankruptcy Code to a fraction of the scheduled amount of Base Rental Payments, and that reduced claim
amount could be impaired as an unsecured claim under a plan of adjustment. If a bankruptcy court were to
treat the Lease Agreement as a financing lease then, under a plan of adjustment, the priority, payment terms,
collateral, payment dates, payment sources, covenants and other terms or provisions of the Lease Agreement
and the Series 2021A Bonds may be altered. Such a plan could be confirmed even over the objections of the
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Trustee and the Owners, and without their consent. For example, the amount of the Base Rental Payments
from the City might be substantially reduced because of the power of the bankruptcy court under the
Bankruptcy Code to adjust secured claims to the value of their collateral, which, as described above, could be
limited to the Base Rental Payments held by the Trustee. In addition there can be a substantial disparity in
treatment based on the nature of the Property. Whether the Lease Agreement is characterized by the
bankruptcy court as a true lease or a financing lease, either scenario could result in the Owners not receiving
the full amount of the principal and interest due on the Series 2021A Bonds.
The opinions of counsel, including Bond Counsel, delivered in connection with the issuance of the
Series 2021A Bonds will be so qualified. Bankruptcy proceedings, or the exercising of powers by the federal
or state government, if initiated, could subject the Owners to judicial discretion and interpretation of their
rights in bankruptcy or otherwise and consequently may entail risks of delay, limitation, or modification of
their rights.
Possible Insufficiency of Insurance Proceeds
The Lease Agreement obligates the City to keep in force various forms of insurance, subject to
deductibles, for repair or replacement of the Property in the event of damage, destruction or title defects,
subject to certain exceptions. The Authority and the City make no representation as to the ability of any
insurer to fulfill its obligations under any insurance policy obtained pursuant to the Lease Agreement, and no
assurance can be given as to the adequacy of any such insurance to fund necessary repair or replacement or to
pay principal of and interest on the Series 2021A Bonds when due. In addition, certain risks, such as
earthquakes and floods, are not required to be insured under the Lease Agreement, and therefore, are not
carried by the City. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2021A
BONDS—Insurance.”
Loss of Tax Exemption
As discussed under the heading “TAX MATTERS,” the interest on the Series 2021A Bonds could
become includable in gross income for purposes of federal income taxation retroactive to the date of delivery
of the Series 2021A Bonds, as a result of acts or omissions of the Authority or the City in violation of their
covenants in the Indenture and the Lease Agreement. Should such an event of taxability occur, the Series
2021A Bonds would not be subject to a special redemption and would remain Outstanding until maturity or
until redeemed under the redemption provisions contained in the Indenture.
No Liability of Authority to the Owners
Except as expressly provided in the Indenture, the Authority will not have any obligation or liability to
the Owners of the Series 2021A Bonds with respect to the payment when due of the Base Rental Payments by
the City, or with respect to the performance by the City of other agreements and covenants required to be
performed by it contained in the Lease Agreement or the Indenture, or with respect to the performance by the
Trustee of any right or obligation required to be performed by it contained in the Indenture.
Dependence on State for Certain Revenues
While the State entered 2020 with historic levels of reserves, having repaid billions of dollars of
budgetary borrowings, debts, and deferrals that were accumulated to balance budgets during the severe
recession in 2009, the rapid onset of COVID-19 had an immediate and severe impact on the State’s economy.
The Governor’s proposed budget for fiscal year 2021-22 indicates that, since the adoption of the fiscal year
2020-21 State budget, the administration’s economic forecast and revenue projections have significantly
improved, driven in large part by a rebound in the stock market and an attendant growth in capital gains tax
revenues. However, the proposed fiscal year 2021-22 State budget acknowledges that the risks to the revenue
forecast remain higher than usual. Despite such improvements, according to the State, there remain a number
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of major risks and pressures that could adversely impact the State’s financial condition, including the
sufficiency of additional federal aid and vaccine distribution with respect to the COVID-19 pandemic, the
threat of extended recession, capital gains volatility, impacts of global relations and trade, and the impact of
climate change. The State’s revenues (particularly the personal income tax) can be volatile and correlate to
overall economic conditions. There can be no assurances that the State will not face fiscal stress and cash
pressures again, or that other changes in the State or national economies will not materially adversely affect the
financial condition of the State.
The City cannot predict the extent of any budgetary problems the State will encounter in future fiscal
years, and it is not clear what measures would be taken by the State to balance its budget, as required by law.
In addition, the City cannot predict the impact that State budgets will have on the City’s finances and
operations, or what actions will be taken in the future by the State Legislature and the Governor to deal with
changing State revenues and expenditures. Current and future State budgets will be affected by international,
national and State economic conditions and other factors over which the City has no control.
While the City is not substantially reliant on the State’s finances, a number of the City’s revenues are
collected and dispersed by the State (such as sales tax and motor-vehicle license fees) or allocated in
accordance with State law (most importantly, property taxes). Therefore, State budget decisions can have an
impact on City finances. In the event of a material economic downturn in the State, there can be no assurance
that any resulting revenue shortfalls to the State will not reduce revenues to local governments (including the
City) or shift financial responsibility for programs to local governments as part of the State’s efforts to address
any such related State financial difficulties.
See “CONSTITUTIONAL AND STATUTORY LIMITATIONS ON TAXES AND
APPROPRIATIONS—Proposition 1A” and “—Proposition 22” below.
CONSTITUTIONAL AND STATUTORY LIMITATIONS ON TAXES AND APPROPRIATIONS
Principal of and interest on the Series 2021A Bonds are payable from Base Rental Payments made
from the City’s General Fund. See the caption “SECURITY AND SOURCES OF PAYMENT FOR THE
SERIES 2021A BONDS.” Articles XIIIA, XIIIB, XIIIC and XIIID of the State Constitution, Propositions 62,
111, 218, 1A and 22, and certain other provisions of law discussed below are included in this Official
Statement to describe the potential effect of these Constitutional and statutory measures on the ability of the
City to levy taxes and spend tax proceeds for operating and other purposes.
Article XIIIA of the State Constitution
On June 6, 1978, State voters approved Proposition 13, which added Article XIIIA to the State
Constitution. Article XIIIA, as amended, limits the amount of any ad valorem tax on real property to 1% of
the full cash value thereof, except that additional ad valorem taxes may be levied to pay debt service: (i) on
indebtedness approved by the voters prior to December 1, 1978; (ii) on bonded indebtedness approved by a
two-thirds vote on or after December 1, 1978, for the acquisition or improvement of real property; or
(iii) bonded indebtedness incurred by a school district, community college district or county office of
education for the construction, reconstruction, rehabilitation or replacement of school facilities, including the
furnishing and equipping of school facilities or the acquisition or lease of real property for school facilities,
approved by 55% of the voters voting on the proposition. Article XIIIA defines full cash value to mean “the
county assessor’s valuation of real property as shown on the 1975-76 tax bill under “full cash value,” or
thereafter, the appraised value of real property when purchased, newly constructed, or a change in ownership
has occurred after the 1975 assessment.” This full cash value may be increased at a rate not to exceed 2% per
year to account for inflation.
Article XIIIA has subsequently been amended to permit reduction of the “full cash value” base in the
event of declining property values caused by damage, destruction or other factors, including a general
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economic downturn, to provide that there would be no increase in the “full cash value” base in the event of
reconstruction of property damaged or destroyed in a disaster, and in other minor or technical ways.
Legislation Implementing Article XIIIA
Legislation has been enacted and amended a number of times since 1978 to implement Article XIIIA.
Under current law, local agencies are no longer permitted to levy directly any property tax (except to pay
voter-approved indebtedness). The 1% property tax is automatically levied by counties and distributed
according to a formula among taxing agencies.
Increases in assessed valuation resulting from reappraisals of property due to new construction,
change in ownership or from the 2% annual adjustment are allocated among the various jurisdictions in the
“taxing area” based upon their respective “situs.” Any such allocation made to a local agency continues as part
of its allocation in future years.
All taxable property is shown at full cash value on the tax rolls. Consequently, the tax rate is
expressed as $1 per $100 of taxable value. All taxable property value included in this Official Statement is
shown at 100 percent of taxable value (unless noted differently) and all tax rates reflect the $1 per $100 of
taxable value.
Article XIIIB of the State Constitution
In addition to the limits that Article XIIIA imposes on property taxes that may be collected by local
governments, certain other revenues of the State and most local governments are subject to an annual
“appropriations limit” imposed by Article XIIIB which effectively limits the amount of such revenues that
such entities are permitted to spend. Article XIIIB, approved by the voters in June 1979, was modified
substantially by Proposition 111 in 1990. The appropriations limit of each government entity applies to
“proceeds of taxes,” which consist of tax revenues and the investment proceeds thereof, State subventions and
certain other funds, including proceeds from regulatory licenses, user charges or other fees to the extent that
such proceeds exceed “the cost reasonably borne by such entity in providing the regulation, product or
service.” “Proceeds of taxes” excludes tax refunds and some benefit payments such as unemployment
insurance. No limit is imposed on the appropriation of funds which are not “proceeds of taxes,” such as
reasonable user charges or fees, and certain other non-tax funds. Article XIIIB also does not limit
appropriation of local revenues to pay debt service on bonds existing or authorized as of October 1, 1979, or
subsequently authorized by the voters, appropriations required to comply with mandates of courts or the
federal government, appropriations for qualified capital outlay projects, and appropriation by the State of
revenues derived from any increase in gasoline taxes and motor vehicle weight fees above January 1, 1990
levels. The appropriations limit may also be exceeded in case of emergency; however, the appropriations limit
for the next three years following such emergency appropriation must be reduced to the extent by which it was
exceeded, unless the emergency arises from civil disturbance or natural disaster declared by the Governor, and
the expenditure is approved by two-thirds of the legislative body of the local government.
The State and each local government entity has its own appropriations limit. Each year, the limit is
adjusted to allow for changes, if any, in the cost of living, the population of the jurisdiction, and any transfer to
or from another government entity of financial responsibility for providing services. Proposition 111 requires
that each local government’s actual appropriations be tested against its limit every two years.
If the aggregate “proceeds of taxes” for the preceding two-year period exceeds the aggregate limit, the
excess must be returned to the agency’s taxpayers through tax rate or fee reductions over the following two
years.
The City’s appropriations have never exceeded the limitation on appropriations under Article XIIIB.
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Articles XIIIC and XIIID of the State Constitution
On November 5, 1996, State voters approved Proposition 218, known as the “Right to Vote on Taxes
Act.” Proposition 218 adds Articles XIIIC and XIIID to the State Constitution and contains a number of
interrelated provisions affecting the ability of the City to levy and collect both existing and future taxes,
assessments and property-related fees and charges. The interpretation and application of Proposition 218 will
ultimately be determined by the courts with respect to a number of the matters discussed below, and it is not
possible at this time to predict with certainty the outcome of such determination.
Article XIIIC requires that all new local taxes be submitted to the electorate before they become
effective. Taxes for general governmental purposes of the City (such as Measure W) require a majority vote,
and taxes for specific purposes, even if deposited in the City’s General Fund, require a two-thirds vote. The
voter approval requirements of Proposition 218 reduce the flexibility of the City to raise revenues for the
General Fund, and no assurance can be given that the City will be able to impose, extend or increase such taxes
in the future to meet increased expenditure needs.
Article XIIID also adds several provisions making it generally more difficult for local agencies to levy
and maintain property-related fees, charges, and assessments for municipal services and programs, such as
hearings and stricter and more individualized benefit requirements and findings. These provisions include,
among other things: (i) a prohibition against assessments which exceed the reasonable cost of the proportional
special benefit conferred on a parcel; (ii) a requirement that assessments must confer a “special benefit,” as
defined in Article XIIID, over and above any general benefits conferred; (iii) a majority protest procedure for
assessments which involves the mailing of notice and a ballot to the record owner of each affected parcel, a
public hearing and the tabulation of ballots weighted according to the proportional financial obligation of the
affected party; and (iv) a prohibition against fees and charges which are used for general governmental
services, including police, fire or library services, where the service is available to the public at large in
substantially the same manner as it is to property owners. If the City is unable to continue to collect revenues
of this nature, the services and programs funded with these revenues would have to be curtailed and/or the
City’s General Fund might have to be used to support them. The City is unable to predict whether or not in the
future it will be able to continue all existing services and programs funded by fees, charges and assessments in
light of Proposition 218 or, if these services and programs are continued, which amounts (if any) would be
used from the City’s General Fund to continue to support such activities.
Article XIIIC also removes limitations on the initiative power in matters of reducing or repealing local
taxes, assessments, fees or charges. This extension of the initiative power is not limited to taxes imposed on or
after November 6, 1996, the effective date of Proposition 218, and could result in retroactive repeal or
reduction in any existing taxes, assessments, fees and charges, subject to overriding federal constitutional
principles relating to the impairments of contracts. Legislation implementing Proposition 218 provides that the
initiative power provided for in Proposition 218 “shall not be construed to mean that any owner or beneficial
owner of a municipal security, purchased before or after (the effective date of Proposition 218) assumes the
risk of, or in any way consents to, any action by initiative measure that constitutes an impairment of
contractual rights” protected by the United States Constitution. However, no assurance can be given that the
voters of the City will not, in the future, approve an initiative or initiatives which reduce or repeal local taxes,
assessments, fees or charges currently comprising a substantial part of the City’s General Fund.
Although a portion of the City’s General Fund revenues are derived from taxes purported to be
governed by Proposition 218, all of such taxes were imposed in accordance with the requirements of
Proposition 218. No assurance can be given that the voters of the City will not, in the future, approve an
initiative or initiatives which reduce or repeal local taxes, assessments, fees or charges which support the
City’s General Fund.
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Proposition 62
Proposition 62 was adopted by the voters at the November 4, 1986, general election and: (a) requires
that any new or higher taxes for general governmental purposes imposed by local governmental entities such
as the City be approved by a two-thirds vote of the governmental entity’s legislative body and by a majority
vote of the voters of the governmental entity voting in an election on the tax; (b) requires that any special tax
(defined as taxes levied for other than general governmental purposes) imposed by a local governmental entity
be approved by a two-thirds vote of the voters of the governmental entity voting in an election on the tax;
(c) restricts the use of revenues from a special tax to the purposes or for the service for which the special tax
was imposed; (d) prohibits the imposition of ad valorem taxes on real property by local governmental entities
except as permitted by Article XIIIA; (e) prohibits the imposition of transaction taxes and sales taxes on the
sale of real property by local governmental entities; and (f) requires that any tax imposed by a local
governmental entity on or after July 1, 1985, be ratified by a majority vote of the voters voting in an election
on the tax within two years of the adoption of the initiative or be terminated by November 15, 1988.
On September 28, 1995, the California Supreme Court, in the case of Santa Clara County Local
Transportation Authority v. Guardino, upheld the constitutionality of Proposition 62. In this case, the court
held that a countywide sales tax of one-half of one percent was a special tax that, under Section 53722 of the
Government Code, required a two-thirds voter approval. Because the tax received an affirmative vote of only
54.1%, this special tax was found to be invalid. The decision did not address the question of whether or not it
should be applied retroactively.
Following the California Supreme Court’s decision upholding Proposition 62, several actions were
filed challenging taxes imposed by public agencies since the adoption of Proposition 62, which was passed in
November 1986. On June 4, 2001, the California Supreme Court released its decision in one of these cases,
Howard Jarvis Taxpayers Association v. City of La Habra, et al. In this case, the court held that a public
agency’s continued imposition and collection of a tax is an ongoing violation, upon which the statute of
limitations period begins anew with each collection. The court also held that, unless another statute or
constitutional rule provided differently, the statute of limitations for challenges to taxes subject to Proposition
62 is three years. Accordingly, a challenge to a tax subject to Proposition 62 may only be made for those taxes
received within three years of the date the action is brought.
The City has not experienced any substantive adverse financial impact as a result of the passage of
Proposition 62.
Proposition 1A
Proposition 1A was approved by the voters at the November 2, 2004 election. Proposition 1A
amended the State Constitution to, among other things, reduce the Legislature’s authority over local
government revenue sources by placing restrictions on the State’s access to local governments’ property, sales,
and vehicle license fee revenues as of November 3, 2004. Beginning with Fiscal Year 2008-09, the State may
borrow up to eight percent of local property tax revenues, but only if the Governor proclaims such action is
necessary due to a severe State fiscal hardship, and two–thirds of both houses of the Legislature approves the
borrowing. The amount borrowed is required to be paid back within three years. The State also will not be
able to borrow from local property tax revenues for more than two fiscal years within a period of 10 fiscal
years. In addition, the State cannot reduce the local sales tax rate or restrict the authority of local governments
to impose or change the distribution of the statewide local sales tax.
Many of the provisions of Proposition 1A have been superseded by Proposition 22 enacted in
November 2010 and described below.
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Proposition 22
On November 2, 2010, the voters of the State approved Proposition 22, known as “The Local
Taxpayer, Public Safety, and Transportation Protection Act” (“Proposition 22”). Proposition 22, among other
things, broadens the restrictions established by Proposition 1A. While Proposition 1A permits the State to
appropriate or borrow local property tax revenues on a temporary basis during times of severe financial
hardship, Proposition 22 amends Article XIII of the State Constitution to prohibit the State from appropriating
or borrowing local property tax revenues under any circumstances. The State can no longer borrow local
property tax revenues on a temporary basis even during times of severe financial hardship. Proposition 22 also
prohibits the State from appropriating or borrowing proceeds derived from any tax levied by a local
government solely for the local government’s purposes. Furthermore, Proposition 22 restricts the State’s
ability to redirect redevelopment agency property tax revenues to school districts and other local governments
and limits uses of certain other funds although this provision no longer has any meaningful impact given the
statewide dissolution of redevelopment agencies. Proposition 22 is intended to stabilize local government
revenue sources by restricting the State government’s control over local revenues. The City cannot predict
whether Proposition 22 will have a beneficial effect on the City’s financial condition.
Proposition 26
On November 2, 2010, State voters also approved Proposition 26. Proposition 26 amends
Article XIIIC of the State Constitution to expand the definition of “tax” to include “any levy, charge, or
exaction of any kind imposed by a local government” except the following: (a) a charge imposed for a specific
benefit conferred or privilege granted directly to the payor that is not provided to those not charged, and which
does not exceed the reasonable costs to the local government of conferring the benefit or granting the privilege;
(b) a charge imposed for a specific government service or product provided directly to the payor that is not
provided to those not charged, and which does not exceed the reasonable costs to the local government of
providing the service or product; (c) a charge imposed for the reasonable regulatory costs to a local
government for issuing licenses and permits, performing investigations, inspections, and audits, enforcing
agricultural marketing orders, and the administrative enforcement and adjudication thereof; (d) a charge
imposed for entrance to or use of local government property, or the purchase, rental or lease of local
government property; (e) a fine, penalty or other monetary charge imposed by the judicial branch of
government or a local government as a result of a violation of law; (f) a charge imposed as a condition of
property development; and (g) assessments and property-related fees imposed in accordance with the
provisions of Article XIIID. Proposition 26 provides that the local government bears the burden of proving by
a preponderance of the evidence that a levy, charge, or other exaction is not a tax, that the amount is no more
than necessary to cover the reasonable costs of the governmental activity, and that the manner in which those
costs are allocated to a payor bear a fair or reasonable relationship to the payor’s burdens on, or benefits
received from, the governmental activity. The City does not believe that Proposition 26 will adversely affect
its General Fund revenues.
Possible Future Initiatives
Articles XIIIA, XIIIB, XIIIC and XIIID and Propositions 218, 111, 62, 1A, 22 and 26 were each
adopted as measures that qualified for the ballot pursuant to the State’s initiative process. From time to time
other initiative measures could be adopted, further affecting revenues of the City or the City’s ability to expend
revenues. The nature and impact of these measures cannot be anticipated by the City.
TAX MATTERS
In the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach,
California, Bond Counsel, under existing statutes, regulations, rulings and judicial decisions, and assuming the
accuracy of certain representations and compliance with certain covenants and requirements described herein,
interest (and original issue discount) on the Series 2021A Bonds is excluded from gross income for federal
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income tax purposes, and is not an item of tax preference for purposes of calculating the federal alternative
minimum tax imposed on individuals. In the further opinion of Bond Counsel, interest (and original issue
discount) on the Series 2021A Bonds is exempt from State of California personal income tax.
The difference between the issue price of a Series 2021A Bond (the first price at which a substantial
amount of the Series 2021A Bonds of a maturity is to be sold to the public) and the stated redemption price at
maturity with respect to the Series 2021A Bond constitutes original issue discount. Original issue discount
accrues under a constant yield method, and original issue discount will accrue to the Beneficial Owner of the
Series 2021A Bond before receipt of cash attributable to such excludable income. The amount of original
issue discount deemed received by the Beneficial Owner of a Series 2021A Bond will increase the Beneficial
Owner’s basis in the applicable Series 2021A Bond. In the opinion of Bond Counsel, the amount of original
issue discount that accrues to the Beneficial Owner of a Series 2021A Bond is excluded from the gross income
of such Beneficial Owner for federal income tax purposes, is not an item of tax preference for purposes of the
federal alternative minimum tax imposed on individuals. In the opinion of Bond Counsel, the amount of
original issue discount that accrues to the Beneficial Owner of a Series 2021A Bond is exempt from State of
California personal income tax.
Bond Counsel’s opinion as to the exclusion from gross income for federal income tax purposes of
interest (and original issue discount) on the Series 2021A Bonds is based upon certain representations of fact
and certifications made by the Authority, the City and others and is subject to the condition that the Authority
and the City comply with all requirements of the Internal Revenue Code of 1986, as amended (the “Code”),
that must be satisfied subsequent to issuance of the Series 2021A Bonds to assure that interest (and original
issue discount) on the Series 2021A Bonds will not become includable in gross income for federal income tax
purposes. Failure to comply with such requirements of the Code might cause the interest (and original issue
discount) on the Series 2021A Bonds to be included in gross income for federal income tax purposes
retroactive to the date of issuance of the Series 2021A Bonds. The Authority and the City will covenant to
comply with all such requirements.
The amount by which a Beneficial Owner’s original basis for determining loss on sale or exchange in
the applicable Series 2021A Bond (generally, the purchase price) exceeds the amount payable on maturity (or
on an earlier call date) constitutes amortizable bond premium, which must be amortized under Section 171 of
the Code; such amortizable bond premium reduces the Beneficial Owner’s basis in the applicable Series
2021A Bond (and the amount of tax-exempt interest received), and is not deductible for federal income tax
purposes. The basis reduction as a result of the amortization of bond premium may result in a Beneficial
Owner realizing a taxable gain when a Series 2021A Bond is sold by the Beneficial Owner for an amount
equal to or less (under certain circumstances) than the original cost of the Series 2021A Bond to the Beneficial
Owner. Purchasers of the Series 2021A Bonds should consult their own tax advisors as to the treatment,
computation and collateral consequences of amortizable bond premium.
Bond Counsel’s opinions may be affected by actions taken (or not taken) or events occurring (or not
occurring) after the date hereof. Bond Counsel has not undertaken to determine, or to inform any person,
whether any such actions or events are taken or do occur. The Indenture, the Lease Agreement and the Tax
Certificate relating to the Series 2021A Bonds permit certain actions to be taken or to be omitted if a favorable
opinion of a Bond Counsel is provided with respect thereto. Bond Counsel expresses no opinion as to the
effect on the exclusion from gross income for federal income tax purposes of interest (or original issue
discount) on any Series 2021A Bond if any such action is taken or omitted based upon the advice of counsel
other than Bond Counsel.
Although Bond Counsel will render an opinion that interest (and original issue discount) on the Series
2021A Bonds is excluded from gross income for federal income tax purposes provided that the Authority and
the City continue to comply with certain requirements of the Code, the ownership of the Series 2021A Bonds
and the accrual or receipt of interest (and original issue discount) with respect to the Series 2021A Bonds may
otherwise affect the tax liability of certain persons. Bond Counsel expresses no opinion regarding any such tax
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consequences. Accordingly, before purchasing any of the Series 2021A Bonds, all potential purchasers should
consult their tax advisors with respect to collateral tax consequences relating to the Series 2021A Bonds.
The Internal Revenue Service (the “IRS”) has initiated an expanded program for the auditing of tax-
exempt bond issues, including both random and targeted audits. It is possible that the Series 2021A Bonds will
be selected for audit by the IRS. It is also possible that the market value of the Series 2021A Bonds might be
affected as a result of such an audit of the Series 2021A Bonds (or by an audit of similar bonds). No assurance
can be given that in the course of an audit, as a result of an audit, or otherwise, Congress or the IRS might not
change the Code (or interpretation thereof) subsequent to the issuance of the Series 2021A Bonds to the extent
that it adversely affects the exclusion from gross income of interest (and original issue discount) on the Series
2021A Bonds or their market value.
SUBSEQUENT TO THE ISSUANCE OF THE SERIES 2021A BONDS THERE MIGHT BE
FEDERAL, STATE, OR LOCAL STATUTORY CHANGES (OR JUDICIAL OR REGULATORY
CHANGES TO OR INTERPRETATIONS OF FEDERAL, STATE, OR LOCAL LAW) THAT AFFECT THE
FEDERAL, STATE, OR LOCAL TAX TREATMENT OF THE SERIES 2021A BONDS INCLUDING THE
IMPOSITION OF ADDITIONAL FEDERAL INCOME OR STATE TAXES BEING IMPOSED ON
OWNERS OF TAX-EXEMPT STATE OR LOCAL OBLIGATIONS, SUCH AS THE SERIES 2021A
BONDS. THESE CHANGES COULD ADVERSELY AFFECT THE MARKET VALUE OR LIQUIDITY
OF THE SERIES 2021A BONDS. NO ASSURANCE CAN BE GIVEN THAT SUBSEQUENT TO THE
ISSUANCE OF THE SERIES 2021A BONDS STATUTORY CHANGES WILL NOT BE INTRODUCED
OR ENACTED OR JUDICIAL OR REGULATORY INTERPRETATIONS WILL NOT OCCUR HAVING
THE EFFECTS DESCRIBED ABOVE. BEFORE PURCHASING ANY OF THE SERIES 2021A BONDS,
ALL POTENTIAL PURCHASERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING
POSSIBLE STATUTORY CHANGES OR JUDICIAL OR REGULATORY CHANGES OR
INTERPRETATIONS, AND THEIR COLLATERAL TAX CONSEQUENCES RELATING TO THE
SERIES 2021A BONDS.
The form of Bond Counsel’s proposed opinion with respect to the Series 2021A Bonds is attached
hereto in Appendix D.
CERTAIN LEGAL MATTERS
The validity of the Series 2021A Bonds and certain other legal matters are subject to the approving
opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Bond Counsel. Stradling Yocca
Carlson & Rauth, a Professional Corporation, is also acting as Disclosure Counsel for the City. A complete
copy of the proposed form of Bond Counsel opinion is contained in Appendix D hereto. Bond Counsel
undertakes no responsibility for the accuracy, completeness or fairness of this Official Statement. Bond
Counsel and Disclosure Counsel will receive compensation from the City contingent upon the sale and
delivery of the Series 2021A Bonds. From time to time, Bond Counsel represents the Underwriters on matters
unrelated to the Series 2021A Bonds. Certain legal matters will be passed upon for the Underwriters by Quint
& Thimmig LLP. Counsel to the Underwriters will receive compensation contingent upon the issuance of the
Series 2021A Bonds.
ABSENCE OF LITIGATION
To the best knowledge of the City and the Authority, there is no action, suit or proceeding pending or
threatened either restraining or enjoining the execution or delivery of the Series 2021A Bonds, the Lease
Agreement, the Ground Lease or the Indenture, or in any way contesting or affecting the validity of the
foregoing or any proceedings of the Authority or the City taken with respect to any of the foregoing.
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UNDERWRITING
The Series 2021A Bonds are being purchased by Stifel, Nicolaus & Company, Incorporated, as
representative of Citigroup Global Markets, Inc. (collectively, the “Underwriters”). The Underwriters will
purchase the Series 2021A Bonds from the Authority at an aggregate purchase price of $__________
(representing the principal amount of the Series 2021A Bonds, plus original issue premium of $__________
and less an Underwriters’ discount of $__________). The purchase agreement relating to the Series 2021A
Bonds provides that the Underwriters will purchase all of the Series 2021A Bonds if any are purchased. The
obligation to make such purchase is subject to certain terms and conditions set forth in such purchase
agreement, the approval of certain legal matters by counsel and certain other conditions.
The initial offering prices that are stated on the inside front cover page of this Official Statement may
be changed from time to time by the Underwriters. The Underwriters may offer and sell the Series 2021A
Bonds to certain dealers (including dealers depositing Series 2021A Bonds into investment trusts), dealer
banks, banks acting as agent and others at prices lower than said public offering prices.
Citigroup Global Markets Inc., an underwriter of the Series 2021A Bonds, has entered into a retail
distribution agreement with Fidelity Capital Markets, a division of National Financial Services LLC (together
with its affiliates, “Fidelity”). Under this distribution agreement, Citigroup Global Markets Inc. may distribute
municipal securities to retail investors at the original issue price through Fidelity. As part of this arrangement,
Citigroup Global Markets Inc. will compensate Fidelity for its selling efforts.
RATINGS
S&P Global Ratings, a Standard & Poor’s Financial Services LLC business (“S&P”) has assigned a
rating of “____” to the Series 2021A Bonds. S&P has also assigned an issuer credit rating of “AAA” to the
City. Such ratings reflect only the views of S&P and any desired explanation of the significance of such
ratings should be obtained from S&P. Generally, a rating agency bases its rating on the information and
materials furnished to it and on investigations, studies and assumptions of its own. There is no assurance such
ratings will continue for any given period of time or that such ratings will not be revised downward or
withdrawn entirely by the rating agency, if in the judgment of such rating agency, circumstances so warrant.
Any such downward revision or withdrawal of the ratings may have an adverse effect on the market price of
the Series 2021A Bonds. None of the Authority, the City or the Underwriters has undertaken any
responsibility either to bring to the attention of the owners of the Series 2021A Bonds a proposed change in or
withdrawal of the ratings or to oppose any such proposed revision or withdrawal.
MUNICIPAL ADVISOR
Sperry Capital Inc., Sausalito, California (the “Municipal Advisor”), served as municipal advisor to
the Authority and the City with respect to the sale of the Series 2021A Bonds. The Municipal Advisor will
receive compensation contingent upon the sale and delivery of the Series 2021A Bonds. The Municipal
Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or to
assume any responsibility for the accuracy, completeness or fairness of the information contained in this
Official Statement.
The Municipal Advisor is an independent advisory firm and is not engaged in the business of
underwriting, trading or distributing municipal or other public securities.
CONTINUING DISCLOSURE
The City has covenanted for the benefit of the Owners of the Series 2021A Bonds to provide annually
certain financial information and operating data relating to the Series 2021A Bonds and the City (the “Annual
Report”), and to provide notices of the occurrence of certain enumerated events. For a complete listing of
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items of information which will be provided in each Annual Report and further description of the City’s
undertaking with respect to the Annual Report and certain enumerated events, see APPENDIX E—“FORM
OF CONTINUING DISCLOSURE AGREEMENT.” The Annual Report is to be provided by the City not
later than March 31 after the end of the City’s fiscal year, commencing with the report for fiscal year 2020-21.
The Annual Report will be filed by the City with the Municipal Securities Rulemaking Board. These
covenants have been made in order to assist the Underwriters in complying with Securities and Exchange
Commission Rule 15c2-12(b)(5) (the “Rule”).
FINANCIAL STATEMENTS OF THE CITY
Included herein as Appendix C is the Comprehensive Annual Financial Report of the City for the
Fiscal Year ended June 30, 2020, together with the report thereon dated January 20, 2021 of Maze &
Associates, Pleasant Hill, California, certified public accountants (the “Auditor”). The Auditor has not
undertaken to update the audited financial statements of the City or its report or to take any action intended or
likely to elicit information concerning the accuracy, completeness or fairness of the statements made in this
Official Statement, and no opinion is expressed by the Auditor with respect to any event subsequent to its
report dated January 20, 2021.
MISCELLANEOUS
References are made herein to certain documents and reports which are brief summaries thereof which
do not purport to be complete or definitive and reference is made to such documents and reports for full and
complete statements of the contents thereof. Copies of the Indenture, the Lease Agreement, the Ground Lease
and other documents are available, upon request, and upon payment to the City of a charge for copying,
mailing and handling, from the City Clerk at the City of South San Francisco, 400 Grand Avenue, South San
Francisco, California 94080.
Any statements in this Official Statement involving matters of opinion, whether or not expressly so
stated, are intended as such and not as representations of fact. This Official Statement is not to be construed as
a contract or agreement between the Authority or the City and the purchasers or Owners of any of the Series
2021A Bonds.
The execution and delivery of this Official Statement have been duly authorized by the Authority and
the City.
CITY OF SOUTH SAN FRANCISCO PUBLIC
FACILITIES FINANCING AUTHORITY
By:
Executive Director
CITY OF SOUTH SAN FRANCISCO
By:
City Manager
4821-9047-9067v5/200855-0003
APPENDIX A
THE CITY OF SOUTH SAN FRANCISCO
4821-9047-9067v5/200855-0003
TABLE OF CONTENTS
Page
INFORMATION REGARDING THE CITY OF SOUTH SAN FRANCISCO .................................................. 1
Impacts of COVID-19 ...................................................................................................................................... 1
City Council ...................................................................................................................................................... 2
City Management .............................................................................................................................................. 3
Employee and Employee Relations .................................................................................................................. 4
Risk Management ............................................................................................................................................. 4
CITY FINANCIAL INFORMATION .................................................................................................................. 5
Accounting and Financial Reporting ................................................................................................................ 5
City Blended Component Units and Discrete Component Units ...................................................................... 6
Financial Policies .............................................................................................................................................. 6
Capital Improvement Program .......................................................................................................................... 8
Budget Procedure .............................................................................................................................................. 9
Current Year Budget and Budget Monitoring and Historical Budget Information ........................................... 9
Comparative Change in Fund Balance of the City General Fund ................................................................... 13
Comparative General Fund Balance Sheets of the City .................................................................................. 15
Major Revenues .............................................................................................................................................. 15
Property Taxes ................................................................................................................................................ 16
Sales Taxes ..................................................................................................................................................... 19
Transient Occupancy Tax ............................................................................................................................... 21
Licenses and Permits ...................................................................................................................................... 22
Charges for Services ....................................................................................................................................... 22
Rental Revenues from Property Leases .......................................................................................................... 22
Indebtedness ................................................................................................................................................... 22
Retirement System .......................................................................................................................................... 23
Other Post-Employment Benefits ................................................................................................................... 30
ECONOMIC AND DEMOGRAPHIC INFORMATION .................................................................................. 32
Population ....................................................................................................................................................... 32
Education ........................................................................................................................................................ 32
Building Activity ............................................................................................................................................ 33
Personal Income .............................................................................................................................................. 33
Employment .................................................................................................................................................... 34
Industry ........................................................................................................................................................... 36
Transportation ................................................................................................................................................. 36
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APPENDIX A
INFORMATION REGARDING THE CITY OF SOUTH SAN FRANCISCO
Impacts of COVID-19
General. The City has been adversely impacted by the health-related and economic impacts of the
COVID-19 pandemic. Efforts to respond to and mitigate the spread of COVID-19 have had a severe impact on
the State and local economy and triggered a recession. There have been many fiscal challenges attributed to
the global COVID-19 pandemic, including gross domestic product decline, historic increases in unemployment
claims in the region, travel restrictions and a decline in consumer spending resulting from closures of non-
essential goods and services. Additionally, uncertainty exists with inflation, and federal and international
policies that may result in further declines in the future.
The outbreak resulted in temporary closing of businesses, universities, and schools throughout
California. The six Bay Area counties including the County of San Mateo (the “County”), issued a Shelter-in-
Place order effective March 17, 2020 and the Governor issued a similar Stay-at-Home shortly thereafter, which
required closures of certain businesses including restaurants, bars, and gyms. Since March 2020, the State and
the County have issued a variety of reopening plans and additional stay-at-home orders which have been
revised over time as metrics related to COVID-19 have changed.
The temporary closures in response to COVID-19 have led to a stark increase in unemployment across
the County and the nation. Depending on the length and the breadth of the impacts of COVID-19, the
economic costs may be very significant for the City and the region’s economy. The San Francisco-Oakland-
Hayward Metropolitan Statistical Area unemployment rate increased from 2.8% in June 2019 to 12.6% in June
2020. According to a report released by State Employment Development Department, the City’s
unemployment rate was 7.4% as of December 2020.
There are many variables that will continue to contribute to the economic impact of the COVID-19
pandemic and the recovery therefrom, including the length of time social distancing measures are in place, the
effectiveness of State and federal government relief programs and the timing for containment, treatment, and
vaccinations efforts. The City cannot predict the extent or duration of such impacts.
Service Impacts. The City has continued to provide core services including public safety (police and
fire), and sewer services without disruption during the COVID-19 pandemic. However, the COVID-19
pandemic has impacted certain other services that the City provides. While the stay at home order has been in
effect, recreation centers and pools have closed, and libraries are open for public use on a limited basis. Parks
are also open for limited use.
Many City employees that are able to work via telecommuting have utilized this option. The City’s
development plan permitting function transitioned to virtual hearings, inspections, and appointments. The City
has also established an electronic option for development plan submittals.
Financial Impacts. In fiscal year 2019-20, the City experienced an overall decline in General Fund
revenues of approximately $2.0 million (approximately 1.5%) as compared to fiscal year 2018-19. Sales tax
and transient occupancy tax revenues performed strongly during the first half of fiscal year 2019-20 but fell
dramatically during the second half as a result of the closures of various businesses and restrictions on travel
due to the COVID-19 pandemic. Overall, sales tax revenues remained relatively flat in fiscal year 2019-20 as
compared to fiscal year 2018-19 with the dramatic drop in the latter half of the fiscal year negating the effect
of the strong performance in the first half. Similarly, the dramatic decrease in transient occupancy tax
revenues in the latter half of fiscal year 2019-20 negated the strong performance in first half of the fiscal year.
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Transient occupancy tax revenues were approximately $3.3 million lower in fiscal year 2019-20 as compared
to fiscal year 2018-19, representing a 19.1% decrease. Revenues from property taxes and licenses and permits
increased over fiscal year 2018-19 amounts, which helped mitigate the strain on General Fund revenues caused
by the decrease in transient occupancy tax revenues.
In response to the COVID-19 pandemic, beginning in March 2020, the City implemented measures to
limit expenditures such as limiting non-essential expenditures and enacting hiring freezes. For fiscal year
2019-20, General Fund operating expenditures were approximately $113.4 million, representing an
approximately $8.9 million decrease from the budgeted amount. Despite the decrease in certain major revenue
sources for the General Fund in the second half of fiscal year 2019-20 resulting from the COVID-19 pandemic,
the City ended such fiscal year with revenues over expenditures of $23,233,740 (or 21.6% of expenditures)
(excluding interfund transfers). The strong property tax base and actions by the City Council and management
enabled the City to achieve this positive result. Overall, excluding Measure W revenues (as defined and
described below) and interfund transfers, the City’s General Fund ended fiscal year 2019-20 with a surplus of
approximately $16.3 million.
On March 11, 2021, President Biden signed the American Rescue Plan Act (the “Rescue Act”) which
includes $1.9 trillion of funding for individuals, businesses and state and local governments to mitigate the
impacts of the COVID-19 pandemic. The City expects to receive approximately $12 million in Rescue Act
funding over the current fiscal year and fiscal year 2021-22.
The City continues to monitor the impact of the COVID-19 pandemic on its revenues and
expenditures. The City currently expects that the strain of the pandemic on transient occupancy tax revenues
to continue through at least the end of fiscal year 2020-21. See “Current Year Budget and Budget
Monitoring and Historical Budget Information” below.
City Council
The City operates under a council-manager form of government. Five members are elected to
overlapping four-year terms with elections held in even-numbered years. Three members are elected together,
and the other two are elected in the next election. The Mayor and Vice Mayor are selected by the City Council
from its members. In 2018, the City modified its City Council election process from “at-large” elections to
election by district. In the November 2020 election the City held elections for two districts. In November
2022, the City will hold elections for three districts.
The City Council is responsible for, among other things, establishing local law and policies through
the enactment of ordinances and resolutions, adopting the City budget, appointing members to advisory
municipal activities, and serving on regional committees and boards whose policies may affect the City. The
members of the City Council and the expiration dates of their respective terms are as follows:
CITY OF SOUTH SAN FRANCISCO
City Council
Name Term Expires
Mark Addiego, Mayor November 2022
Mark Nagales, Vice Mayor November 2024
James Coleman, Council Member November 2024
Eddie Flores, Council Member November 2022
Buenaflor Nicolas, Council Member November 2022
The City Council appoints the City Manager who heads the executive branch of the government,
implements City Council directives and policies and manages the administrative and operational functions
through the various departmental heads.
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City Management
A summary of certain City executive staff are described below.
City Manager. The City Manager is responsible for the day-to-day administration of the City. The
City Manager’s office implements policy decisions of the City Council, provides leadership and strategic
direction to the City’s leadership team and organization, as well as ensuring that initiatives and programs align
with the City’s mission and reflect the values of the community. The City Manager’s office provides overall
guidance to all City operating departments and is responsible for the administration of City programs to ensure
the delivery of high quality services in an efficient and cost-effective manner.
The City’s current City Manager is Mr. Michael Futrell. Mr. Futrell began serving as City Manager of
the City in April 2014, bringing broad executive experience in local, state and federal government.
Mr. Futrell was Chief Administrative Officer for the City of Baton Rouge, Louisiana; served on staff in the
United States Senate; and was an elected member of the Louisiana House of Representatives and of the Baton
Rouge City Council. Mr. Futrell served as a submarine officer in the U.S. Navy and rose to the rank of Navy
Captain in the Navy Reserves. Mr. Futrell previously practiced law with a private firm and was Executive
Vice President of a public utility company in Hawaii. Mr. Futrell holds a bachelor’s degree in Business/Public
Administration and a Juris Doctorate degree from Louisiana State University, a Master’s in Business
Administration from the University of Massachusetts-Amherst, and completed the Stanford Graduate School
of Business Learn-Engage-Accelerate-Disrupt (LEAD) Certificate program in Corporate Innovation.
Director of Finance. The Director of Finance is responsible for managing the City’s budget and day-
to-day financial operations and serves as the fiscal advisor to the City Manager, City Council, and City
Departments. The Finance Department provides central control of all budgeting and cost accounting citywide
in a manner consistent with established and accepted municipal accounting principles to meet statutory
requirements. The Finance Department, under the direction of the Director of Finance, formulates, manages,
and controls all fiscal policies, as well as initiates strategic actions related to the management of financial
operations including accounting, budgeting, planning, treasury/debt management, purchasing and
warehousing.
Ms. Janet Salisbury was named Director of Finance in June 2019. Prior to joining the City, she served
as the Director of Operations for the IT Department of the City of Oakland, where she built and led the IT
Finance and Contracts Division, providing centralized control of all IT-related finance and contract matters,
including budgeting, contract negotiations, project finance, procurement and accounting. Ms. Salisbury’s
career in the public sector began as an investment banker at J.P. Morgan Securities, Inc., structuring debt
instruments for public sector clients such as state and local governments, higher education institutions, non-
profits and public infrastructure agencies. She transitioned into advisory/consulting and securities underwriting
for nationally leading public finance firms Public Financial Management, Inc. and XL Capital Assurance. Ms.
Salisbury holds a B.A. in both Economics and History from the University of California, Los Angeles. She is a
member of the Government Finance Officers Association and the California Society of Municipal Finance
Officers.
City Treasurer. The City Treasurer is charged with investing City funds, producing monthly reports
to identify amounts and types of investment instruments, arranging payments on City bonds, coordinating
financial transactions in cooperation with the Director of Finance, and preparing property tax assessments for
residents upon request. The City Treasurer is elected to a four-year term and is a part-time salaried position.
The current City Treasurer is Mr. Frank Risso.
City Attorney. The City Attorney is a contract position and is responsible for providing both formal
and informal legal opinions, as well as advice to the City’s officers, employees, boards and commissions. The
current City Attorney is Mr. Sky Woodruff. Mr. Woodruff is a principal with the law firm of Meyers Nave.
Mr. Woodruff has extensive experience representing public agency clients and specializes in the areas of
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revenue and taxation, elections law, and land use and associated environmental issues. Mr. Woodruff received
Bachelors of Science degree from Georgetown University and his Juris Doctorate from the University of
California, Boalt School of Law.
Employee and Employee Relations
As of June 30, 2020, the City had approximately 578 full-time equivalent employees. In accordance
with the provisions of California Government Code Section 3500, the City participates in labor negotiations
with its employee associations. The result of the negotiations processes are memorialized in memoranda of
understanding (MOU’s) reached between the City and the City employee associations. The table below lists
the City’s eight employee associations and the approximate membership as of June 30, 2020, as well as the
unrepresented executive employees:
Unit/Affiliation
Contract
Expiration
Date
Number of
Members
American Federation of State, County, and Municipal Employees, Local 829(1) June 30, 2021 115
International Association of Firefighters, Local 1507 June 30, 2022 68
South San Francisco Police Association June 30, 2022 74
International Union of Operating Engineers, Local 39(1) June 30, 2021 32
Confidential Unit, Teamsters, Local 856(1) June 30, 2021 27
Mid-Management Unit, Teamsters, Local 856(1) June 30, 2021 79
Public Safety Managers June 30, 2022 14
Executive Management June 30, 2022 12
Total 421
(1) The City and such entity entered into a one year extension of the MOU through June 30, 2021.
Source: City of South San Francisco.
The City has begun the negotiation process with the employee associations with MOU’s expiring on
June 30, 2021. The City expects that new MOU’s with such employee associations will be in place by June
30, 2021. While no assurances can be made that new MOU’s will be in place prior to the expiration dates of
the current MOU’s, it has been the City’s practice to have agreed upon MOU’s prior contract expirations. The
City has not experienced a strike or work stoppage in the last ten years.
Risk Management
The City participates in the Pooled Liability Assurance Network Joint Powers Authority (the “PLAN
JPA”), a joint powers authority consisting of 28 member cities, to provide liability insurance coverage, claims
and risk management and legal defense to its participating members. The PLAN JPA provides up to $2.5
million of self-funded general liability and automobile coverage and has purchased $27.5 million in excess
coverage per occurrence. The PLAN JPA is responsible for coverage beyond the City’s $100,000 self-insured
retention for general liability and automobile coverage. In fiscal year 2019-20, the City paid $1,357,655 in
premiums to the PLAN JPA.
The PLAN JPA also covers wrongful acts and employee benefits wrongful acts liability up to $10
million with two retained limits of $5 million.
The City has also purchased excess coverage insurance for worker’s compensation claims from CSAC
Excess Insurance Authority (CSAC-EIA) above the City’s $500,000 self-insured retention.
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The City has purchased cyber insurance for liability relating to data or security breaches. Coverage
limits under such policy are $100,000 per individual (with a maximum of 100 individuals), $500,000 for legal
forensic and public relations management, and an additional breach response limit of $2 million.
The City maintains self-insured retentions (which are amounts that the City pays before purchased
insurance coverage described above applies) in the Self-Insurance Internal Service Fund. Claims and
judgments, including a provision for claims incurred but not reported, are recorded when a loss is deemed
probable of assertion, and the amount of the loss is reasonably determinable. As of June 30, 2020, the City had
a balance of $14,965,224 in the Self-Insurance Internal Service Fund with $14,884,000 allocated to worker’s
compensation and $81,224 allocated to general liability.
Settled claims have not exceeded any of the coverage described above in any of the past five fiscal
years. For additional information with respect to the City’s risk management program and CSAC-EIA, see
Note 11 to the City’s audited financial statements for fiscal year 2019-20 attached hereto as Appendix C.
CITY FINANCIAL INFORMATION
Accounting and Financial Reporting
The City maintains its accounting records in accordance with Generally Accepted Accounting
Principles (GAAP) and the standards established by the Governmental Accounting Standards Board (GASB).
The government-wide, proprietary, private-purpose trust fund, and discretely presented component
unit financial statements are reported using the economic resources measurement focus and the full accrual
basis of accounting. Revenues are recorded when earned and expenses are recorded at the time liabilities are
incurred, regardless of when the related cash flows take place.
Governmental funds are reported using the current financial resources measurement focus and the
modified accrual basis of accounting. Under this method, revenues are recognized when measurable and
available. The City considers all revenues reported in the governmental funds to be available if the revenues
are collected within sixty days after year-end. Expenditures are recorded when the related fund liability is
incurred, except for principal and interest on long-term debt, claims and judgments, and compensated
absences, which are recognized as expenditures to the extent they have matured. General capital asset
acquisitions are reported as expenditures in governmental funds. Proceeds from long-term debt and
acquisitions under capital leases are reported as other financing sources.
Those revenues susceptible to accrual are property and sales taxes, certain intergovernmental
revenues, interest revenue, licenses and permits, charges for services, fines and forfeitures. Sales taxes
collected and held by the State at year end on behalf of the City are also recognized as revenue. Other receipts
and taxes are recognized as revenue when the cash is received. Non-exchange transactions, in which the City
gives or receives value without directly receiving or giving equal value in exchange, include taxes, grants,
entitlements, and donations. On the accrual basis, revenue from taxes is recognized in the fiscal year for which
the taxes are levied or assessed. Revenue from grants, entitlements, and donations is recognized in the fiscal
year in which all eligibility requirements have been satisfied. Under the terms of grant agreements, the City
may fund certain programs with a combination of cost-reimbursement grants, categorical block grants, and
general revenue. Thus, both restricted and unrestricted net position may be made available to finance program
expenditures. The City’s policy is to first apply restricted grant resources to such programs, followed by
general revenues if necessary.
The City considers restricted shared State revenues such as gasoline taxes and public safety sales
taxes, restricted locally imposed transportation sales taxes, fines, forfeitures, licenses, permits, charges for
services, and program grants as program revenues.
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The City Council employs an independent certified public accountant, who, at such time or times as
specified by the City Council, at least annually, and at such other times as they determine, examines the
financial statements of the City in accordance with generally accepted auditing standards, including tests of the
accounting records and other auditing procedures as such accountant considers necessary. As soon as
practicable, after the end of the fiscal year, a final audit and report is submitted by the independent accountant
to the City Council.
The General Fund is the general operating fund of the City and is used to account for resources and
expenditures traditionally associated with general government, such as administration, public safety, library,
parks, maintenance and recreation. The City expects to pay Base Rental Payments from amounts in the
General Fund. Tables 1 through 3 below set forth certain historical and current fiscal year budget information
for the General Fund. Information on the other governmental funds of the City as of June 30, 2020 is set forth
in Appendix C.
City Blended Component Units and Discrete Component Units
General. Under Governmental Accounting Standards Board (GASB) guidelines, component units of
a primary government (i.e. the City) generally include those that are legally separate entities but raise and hold
economic resources for the direct benefit of the primary government. Blended component units, although
separate legal entities are, in substance, part of the government’s operations. Their funds are treated similarly
to funds of the primary government (other than the General Fund). Discrete component units do not meet the
definition of a blended component units as they do not share the same governing body and do not only provide
services to the primary government unit.
The City’s blended component units which have or will have outstanding obligations (the Authority
and the South San Francisco Capital Improvements Financing Authority (the “CIP Authority”)) and discrete
component unit (the City of South San Francisco Conference Center Authority (the “Conference Center
Authority”)), are described below.
Authority and the South San Francisco Capital Improvements Financing Authority. The City
Council serves as the governing board of the Authority and the CIP Authority. Under the Articles 1 through 4
of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, the Authority and the
CIP Authority have the power to issue bonds to pay the costs of public capital improvements. Separate
financial statements are not prepared for the Authority or the CIP Authority. See Note 1 to the City’s audited
financial statements attached to the Official Statement as Appendix C for more information with respect to the
Authority and the CIP Authority. A description of the Authority is also set forth under the caption “THE
AUTHORITY” in the Official Statement.
City of South San Francisco Conference Center Authority. The Conference Center Authority
operates and manages the City’s conference center, which is a public assembly facility consisting of an
approximately 40,000 square foot meeting and banquet facility. The Conference Center Authority is governed
by a commission of nine members which consists of two City Council members and seven other community
and business representatives appointed by the City Council. The Conference Center Authority prepares
financial statements which are separate from the City’s financial statements. See “Rental Revenues from
Property Leases” below.
Financial Policies
General. The City has adopted a comprehensive set of financial policies to serve as a guideline for
financial matters as further described below.
Reserve Policy. The City has adopted a reserve policy (the “Reserve Policy”) which provides
guidance on the establishment and maintenance of reserve levels for operating funds. With respect to the
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General Fund, the City’s Reserve Policy provides for: (i) a reserve for emergencies of two percent of General
Fund operating revenues to cover unanticipated costs from catastrophic losses due to natural disasters and/or
accidents; (ii) seven percent of General Fund operating revenues for economic contingencies to mitigate the
impact to the City’s budget of local fluctuations in revenue due to local economic conditions and business
relocations; and (iii) an unrestricted reserve equal to the difference of the amounts described in (i) and (ii)
above to two months of General Fund operating revenues (approximately 15-20% of General Fund operating
revenues). The City’s Reserve Policy provides that available amounts in excess of the required reserve
allocations in (i) through (iii) above will use to pay down liabilities including addressing critical infrastructure
replacement needs or transfers to the City’s CalPERS Stabilization Reserve to address volatility with CalPERS
expenses.
The City met its Reserve Policy targets in fiscal year 2019-20. The City currently expects to meet
such targets at the end of fiscal year 2020-21, with projected General Fund reserves at approximately $21
million or 20% of General Fund operating revenues.
Debt Management Policy. The City has adopted a debt management policy (the “Debt Management
Policy”) in compliance with California Government Code Section 8855. The Debt Management Policy sets
forth the purposes for which long-term debt financings may be undertaken (i.e. for projects that will provide
benefit to constituents over multiple years). The Debt Management Policy provides that short-term financings
may be undertaken for operational cash flow purposes and for short-lived capital projects (i.e. equipment
leases). The City’s Debt Management Policy is implemented in conjunction with annual budgeting and the
City’s capital improvement program.
Investment Policy. The City invests its funds in accordance with the City’s investment policy (the
“Investment Policy”). In accordance with Section 53600 et seq. of the California Government Code, idle cash
management and investment transactions are the responsibility of the City Treasurer. The City’s Investment
Policy sets forth the policies and procedures applicable to the investment of City funds and designates eligible
investments. The Investment Policy sets forth a stated objective, among others, of ensuring the safety of
invested funds by limiting credit and market risks. Funds are invested in the following order of priority:
Safety of Principal;
Liquidity; and
Return on Investment.
Eligible investments are generally limited to managed investment pools, including the Local Agency
Investment Fund which is operated by the California State Treasurer, U.S. Treasury bills, notes and bonds,
federal agency or United States government sponsored enterprise obligations, medium term corporate notes,
commercial paper rated A1/P1, as applicable, or better, repurchase agreements with counter-party ratings of
“AA” or its equivalent or better, and mutual funds as authorized by State law.
The City Treasurer is required to provide a quarterly report to the City Manager and the City Council
showing the type of investment, date of maturity, amount invested, current market value, rate of interest, and
other such information as may be required by the City Council. At March 31, 2020, the City had an
investment portfolio with a market value of $242.4 million. As of such date, the City had invested
approximately 23% of its investment portfolio in LAIF, 27% in federal agencies, 20% in U.S. Treasuries, 15%
of its investment portfolio in corporate securities, 3.1% of its investment portfolio in cash and money markets,
and 12% of its investment portfolio in asset-backed securities, corporate medium term notes, and
supranationals. For additional information with respect to the City’s cash and investments, see Note 2 to the
audited financial statements for fiscal year 2019-20 attached to the Official Statement as Appendix C.
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Capital Improvement Program
The City adopts an annual capital improvement program (“CIP”) that covers the current and next
succeeding four fiscal years and serves as the City’s short and long-term plan for capital projects.
Development of the CIP involves the Public Works department, input from other department heads and the
City Manager. A draft CIP is presented to the City Council budget subcommittee. Prior to approval by the
City Council, the draft CIP is presented to the City’s Planning Commission in order to ensure consistency with
the City’s general plan.
The City’s adopted fiscal year 2020-21 CIP totals approximately $195.4 million, including $45.3
million in newly adopted appropriations and $150.0 million in remaining appropriations from prior years. The
projects include upgrades and/or new construction of general City facilities, park improvements, storm drain
improvements, sanitary sewer projects and street and traffic projects. A summary of the major projects by
category included in the adopted fiscal year 2020-21 CIP and the appropriated amounts for such projects are
shown in the table below. The table below does not include the fiscal year 2020-21 appropriated amounts for
the Civic Center campus project, which is further described below.
Project Description
Fiscal Year 2020-
21 Appropriated
Amount Primary Funding Source(s)
General City Public Facilities(1) $6,056,115 General Fund and Childcare Impact Fee(1)
Storm Drain Projects(2) 5,943,087 Caltrans
Sanitary Sewer Projects 16,278,572 Sewer Enterprise
Streets Projects 9,966,324 Various(3)
Traffic Projects 6,892,309 Various(3)
(1) The largest project included within this category is construction of a new preschool facility (approximately $5 million) to be
funded from the City’s Childcare Impact Fee.
(2) Consist of the Orange Memorial Park Stormwater Capture project. See “THE PROPERTY—Orange Memorial Park” in the
Official Statement.
(3) Various street improvements to be funded from the General Fund, monies from the State’s Traffic Congestion relief fund,
traffic impact fees, and grants.
Source: Adopted CIP for fiscal year 2020-21.
In the fiscal year 2020-21 CIP, the City projected spending approximately $53.8 million in fiscal year
2020-21 on the first phase of the Community Civic Campus project (which consists of the Police Facility).
Through February 2021, the City has spent a total of $24.5 million on the Police Facility (including
approximately $7.0 million in prior years expenditures and $17.5 million in fiscal year 2020-21). Such
amounts spent in fiscal year 2020-21 consisted of proceeds of the Series 2020A Bonds. The City expects to
fund the remaining costs of the Police Facility from proceeds of the Series 2020A Bonds.
In the fiscal year 2020-21 CIP, with respect to the second phase of the Community Civic Campus
project, the City projected spending approximately $15 million on the Library, Parks and Recreation facility in
fiscal year 2020-21. The City expects to fund the Community Civic Campus project costs from Measure W
sales tax receipts and proceeds of the Series 2020A Bonds and the Series 2021A Bonds.
The City is considering the formation of a City-wide community facilities district (a special district
authorized under State law) to finance transportation infrastructure improvements and services. Under State
law, a community facilities district may levy special taxes within its boundaries to finance the costs of certain
facilities and/or services. Subject to the approval by owners of property upon which the special taxes would be
levied, the City’s proposed community facilities district will be authorized to issue bonds to finance
transportation improvements such as new street connections, improved interchanges/access points to freeway
systems within the City, and shuttle services to increase and expedite access to mass transit (i.e. Bay Area
Rapid Transit (BART), Caltrain and ferry services). Bonds issued by the community facilities district would
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be secured solely from the special taxes and not from the City’s General Fund. In addition, special taxes may
be levied to pay for the ongoing costs of providing such transportation services. If formed, the special taxes
levied by the community facilities district would not be included in general City revenues and would not be
available for the City to make Base Rental Payments, which secure the Series 2021A Bonds.
Budget Procedure
The City has historically adopted a biennial operating budget and an addendum to such operating
budget midway through each biennial period, including for fiscal year 2020-21. Given the greater level of
uncertainty of City revenues caused by the COVID-19 pandemic, for fiscal year 2021-22, the City expects to
adopt a single year budget. The City may return to a biennial operating budget process in subsequent fiscal
years.
The City’s budget process typically begins in December when the City’s Finance Department analyzes
the mid-fiscal year finances and meets with the City Manager to review financial projections and identify
budget issues and goals. Beginning in February, the City Manager discusses with the various department
heads the preliminary budget projections for each department. Between March and May, the Finance
Department refines revenue forecasts for the current fiscal year, receives budget requests from department
heads and collaborates with the engineering division to identify and forecast funding sources for capital
improvement projects. The Finance Department develops revenue and expenditure scenarios which are
reviewed with the City Manager. A proposed budget is presented to the Budget Standing Committee of the
City Council at a study session generally held in May and, based on feedback, a revised proposed budget is
presented to such committee at a subsequent study session. The proposed budget is presented to the City
Council for adoption at the last City Council meeting in June. With respect to the mid-biennial budget for the
biennial budgets, the City follows a similar but condensed process to revise projected revenues and refine
expenditures for the upcoming fiscal year. During the course of each fiscal year, the originally adopted budget
is amended and revised as necessary, depending on fluctuations in revenues, actions by the State and/or
unforeseen expenses.
Current Year Budget and Budget Monitoring and Historical Budget Information
Fiscal Year 2020-21 Budget. The biennial budget covering fiscal years 2019-20 and 2020-21 was
approved on June 26, 2019 (the “Adopted Budget”) and therefore did not take into account the impacts of the
COVID-19 pandemic on the City’s revenues and expenditures. In response to the COVID-19 pandemic,
beginning in March 2020, the City implemented measures to limit expenditures such as limiting non-essential
expenditures and enacting hiring freezes.
On June 24, 2020, the City Council approved the mid-biennial budget for fiscal year 2020-21 (the
“2020-21 Budget”). In the 2020-21 Budget, the City revised its General Fund revenue projections for fiscal
year 2020-21 from $115.8 million included in the Adopted Budget to $105.4 million (a decrease of
approximately $10.3 million or 9.0%), with such decrease primarily attributed to a projected decrease in
transient occupancy tax revenues. In the 2020-21 Budget, the City also reduced General Fund operating
expenditures from $113.0 million included in the Adopted Budget to $110.0 million (a decrease of
approximately $3.0 million or 2.4%). Such decreases came in the form of reductions in expenditures across
essentially all General Fund-funded departments. At the time the 2020-21 Budget was approved, the City
anticipated a General Fund surplus for fiscal year 2019-20 and appropriated $4.6 million of such surplus and
$2.9 million in existing General Fund balance to cover the projected General Fund operating shortfall for fiscal
year 2020-21.
Fiscal Year 2020-21 Budget Updates. The City monitors General Fund revenues and expenditures
throughout the year. Based on estimated actual results through December 31, 2020, in February 2021, the City
revised the projections for its major General Fund revenue sources as follows: (1) property taxes receipts were
revised upwards by approximately $1.5 million for a total of approximately $43 million; (2) sales tax revenues
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(excluding the portion attributable to Measure W) were revised upwards by approximately $1.6 million for a
total of approximately $18.5 million; (3) transient occupancy tax revenues, which continues to be negatively
impacted by the COVID-19 pandemic, were revised downwards by approximately $2 million for a total of
approximately $5.9 million; (4) intergovernmental revenues were revised downwards by approximately
$550,000 for a total of approximately $3.1 million, reflecting lower than expected grant reimbursements and
(5) service charge revenues were reduced by approximately $1 million for a total of approximately $7 million,
reflecting continued reductions in parks and recreation service charges resulting from the COVID-19
pandemic. Overall, such budget adjustments resulted in an approximately $0.5 million reduction in projected
General Fund revenues for fiscal year 2020-21 (excluding Measure W sales tax revenues).
Based on the budget revisions approved in February 2021, the City estimates total sales tax revenues
of approximately $31.2 million, consisting of $18.5 million from the general sales tax and $12.7 million
generated from the 0.5% rate increase authorized by Measure W. As of February 2021, the City had a total of
$16.5 million in sales tax receipts, which includes approximately $6.3 million of the Measure W Sales Tax.
Such sales tax revenues are available to the General Fund for general City projects and services. In the City’s
audited financial statements, the expenditures of sales taxes attributed to Measure W are accounted for and
shown as General Fund expenditures through a transfer to the City’s capital improvement fund. However, in
the City’s budget, the City’s current practice is to separate such portion of the sales tax into a Measure W fund
for projected revenue and expenditure purposes.
In fiscal year 2020-21, based on revisions to the budget made in February 2021, $30.8 million is
budgeted to be expended from Measure W sales tax revenues, which includes portions of current-year Measure
W sales tax revenues and existing committed and/or assigned fund balances.
The City is awaiting a final determination on the permissible uses of the Rescue Act funds. The City
expects to allocate all or a portion of the Rescue Act funding that it expects to receive in connection with
Fiscal Year 2021-22 budget.
Historical Budget Information. Set forth in Table 1 below are the final General Fund budgets for
fiscal years 2018-19, 2019-20 and the 2020-21 Budget (incorporating the adjustments approved in February
2021 described under “—Fiscal Year 2020-21 Budget Updates” above), and the actual results for fiscal years
2018-19 and 2019-20 (shown on a budgetary basis). The General Fund budgets and actuals shown in Table 1
below do not reflect the application of GAAP and therefore differ in certain respects to the audited General
Fund Statement of Revenues, Expenditures and Change in Fund Balance shown in Table 2 below.
[Remainder of Page Intentionally Left Blank]
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TABLE 1
CITY OF SOUTH SAN FRANCISCO
GENERAL FUND BUDGETS TO ACTUAL COMPARISONS (ON A BUDGETARY BASIS)(1)
Final Fiscal
Year
2018-19
Budget
Fiscal Year
2018-19 Results
Final Fiscal
Year
2019-20
Budget
Fiscal Year
2019-20
Results
Current Fiscal
Year
2020-21
Budget(7)
REVENUES
Property taxes $ 35,345,744 $ 38,659,657 $ 36,659,133 $ 42,847,443 $ 43,051,498
Sales taxes(2) 29,361,726 32,251,636 31,133,000 31,563,148 31,208,000
Transient occupancy taxes 15,834,000 17,091,222 16,855,297 13,829,025 5,904,328
Franchise fees 4,000,000 4,469,808 4,000,000 4,594,577 4,600,000
Other taxes 5,833,028 4,995,404 6,058,132 4,515,376 3,118,206
Intergovernmental 3,412,076 2,876,545 2,662,818 1,626,529 3,137,743
Interest and rentals 3,059,459 4,409,185 3,059,459 4,845,966 2,827,794
Licenses and permits 12,072,049 15,381,416 12,131,018 15,900,500 14,995,496
Charges for services 9,328,528 11,563,755 10,417,839 9,978,678 7,011,656
Fines and forfeitures 618,500 926,729 618,500 814,354 789,249
Other 289,171 330,881 , 181,994 390,733 175,341
Total Revenues $ 119,154,281 $ 132,956,238 $ 123,777,190 $130,906,329 $ 116,819,311
EXPENDITURES
City Council $ 280,694 $ 258,760 $ 290,291 $ 258,413 $ 284,561
City Clerk 817,567 803,909 1,091,062 978,451 1,096,594
City Treasurer 132,900 123,505 143,138 151,726 145,524
City Attorney 1,081,462 961,588 1,115,935 1,009,372 910,049
City Manager 5,737,883 5,364,075 6,001,363 6,496,800 5,483,011
Finance 3,384,364 3,173,973 3,851,736 3,397,916 3,639,552
Non-Departmental 1,130,087 1,265,202 1,452,844 1,081,965 1,111,402
Human Resources 1,780,097 1,745,612 2,019,064 1,781,034 2,031,503
Fire 29,104,944 28,621,268 30,983,929 28,434,808 30,988,296
Police 29,254,475 28,482,445 31,071,930 30,190,060 32,020,240
Public Works 6,512,375 6,831,377 5,755,272 6,487,502 5,935,686
Parks and Recreation 17,103,184 16,795,119 17,893,967 17,253,040 15,986,448
Library 6,149,808 5,655,551 6,674,593 5,952,038 6,205,544
Economic and Community Development 12,443,981 14,318,597 $ 13,935,395 9,920,252 9,456,747
Total Expenditures $ 114,913,771 $ 114,400,981 $ 122,280,519 $ 113,393,377 $ 115,295,157
OTHER FINANCING SOURCES (USES)
Proceeds from sale of capital assets $ 2,250,000 $ 840,298 $ 2,250,000 $ -- $ --
Transfers in(3) 5,579,214 4,906,791 1,539,100 1,302,435 2,180,812
Transfers out(4)(5) (5,637,057) (11,995,827) (42,438,974) (24,642,202) (3,500,000)
Total Other Financing Sources (Uses) $ 2,192,157 $ (6,248,738) $ (38,649,874) $ (23,339,767) $ (6,096,388)
Net Change in Fund Balances Before Special
Items 6,432,667 12,306,519 (37,153,203) (5,826,815) (4,572,234)
Special Items(6) -- (531,591) -- (276,939) --
NET CHANGE IN FUND BALANCE 6,432,667 11,774,928 ($37,153,203 (5,549,876) (4,572,234)
(1) This Table 1 is presented using the budgetary basis of accounting and does not reflect the application of GAAP. Certain actual results for
fiscal years 2018-19 and 2019-20 differ from Table 2 below.
(2) Includes Measure W sales tax revenues.
(3) Fiscal year 2018-19 results reflect a transfer in from Non-Major Governmental Funds. Fiscal year 2019-20 results reflect a transfer in from
Non-Major Governmental Funds and the Child Care Impact Fees Capital Projects Fund.
(4) Fiscal years 2018-19 and 2019-20 results reflect transfers out to the Capital Improvements Projects Fund, Capital Infrastructure Reserve
Capital Projects Fund, Non-Major Governmental Funds, Stormwater Enterprise Fund and Internal Service Fund.
(5) Fiscal years 2018-19 and 2019-20 amounts include transfers out of Measure W Sales Tax revenues. Transfers out for fiscal year 2020-21
shown in this Table 1 do not include budgeted transfers out of amounts constituting Measure W Sales Tax revenues from the General Fund.
In fiscal year 2020-21 City has budgeted transfers of Measure W Sales tax revenues of $30.8 million to the Capital Improvements Projects
Fund. Portions of such transfer will be from existing committed and/or assigned General Fund balances and from fiscal year 2020-21
General Fund revenues.
(footnotes continue on following page)
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(continued from previous page)
(6) Fiscal Year 2018-19 results reflect a $829,315 transfer of capital assets from the Successor Agency to the former City of South San
Francisco Redevelopment Agency (the “Successor Agency”) and $1,360,906 remittance of land sale proceeds. Fiscal Year 2019-20 results
reflect a $971,011 transfer of capital assets from the Successor Agency and $1,247,950 proceeds from the sale of the commercial space
located within the City’s Miller Parking Garage. See “THE PROPERTY—Miller Parking Garage” in the Official Statement.
(7) Reflects the 2020-21 Budget and adjustments approved by the City Council through February 28, 2021.
Source: Audited Financial Statements for fiscal year 2018-19 and fiscal year 2019-20; 2020-21 Budget for fiscal year 2020-21, including
adjustments approved by the City Council.
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Comparative Change in Fund Balance of the City General Fund
The table below presents the City’s audited General Fund Statement of Revenues, Expenditures and
Change in Fund Balance for fiscal years 2015-16 through 2019-20.
TABLE 2
CITY OF SOUTH SAN FRANCISCO GENERAL FUND STATEMENT OF
REVENUES, EXPENDITURES AND CHANGE IN FUND BALANCE
2015-16 2016-17 2017-18 2018-19 2019-20
REVENUES
Property Taxes(1) $ 24,777,659 $ 33,405,829 $ 34,143,627 $ 38,659,657 $ 42,847,443
Sales Taxes(2) 17,710,425 24,479,476 28,728,427 32,251,636 31,563,148
Transient Occupancy Taxes(3) 13,442,952 13,631,507 13,978,533 17,091,222 13,829,025
Franchise Fees 3,982,092 4,090,073 4,403,493 4,469,808 4,594,577
Other Taxes 5,124,574 5,708,187 5,871,096 4,995,404 4,515,376
Intergovernmental(1) 7,833,659 1,593,508 2,610,233 2,876,545 1,626,529
Interest and Rentals 3,080,567 2,784,072 2,846,967 4,409,185 4,845,966
Licenses and Permits(4) 6,896,897 7,823,403 14,674,809 15,381,416 15,900,500
Charges for Services 8,659,873 9,451,835 10,924,668 11,563,755 9,978,678
Fines and Forfeitures 791,756 899,118 423,604 926,729 814,354
Other 336,267 1,092,691 266,872 330,881 390,733
Total Revenues $ 92,636,721 $ 104,959,699 $ 118,872,329 $ 132,956,238 $ 130,906,329
EXPENDITURES
City Council $ 268,133 $ 206,950 $ 239,264 $ 258,760 $ 258,413
City Clerk 646,518 607,096 660,306 770,985 978,451
City Treasurer 118,788 110,559 135,218 123,505 151,726
City Attorney 782,389 1,187,716 996,380 961,588 1,009,372
City Manager 1,735,423 1,948,911 2,691,066 2,339,342 4,139,612
Finance 2,186,648 2,613,473 3,080,769 2,789,187 3,222,657
Non-departmental 1,124,348 1,145,698 1,049,187 1,219,533 1,014,840
Human Resources 1,468,785 1,571,647 1,541,524 1,621,409 1,672,701
Fire 24,058,478 25,567,548 26,059,072 27,572,488 28,138,053
Police 25,319,536 25,539,781 26,639,009 28,482,445 30,190,060
Public Works 5,025,897 4,654,758 5,014,343 5,787,782 6,156,203
Parks and Recreation 13,234,028 14,897,157 15,468,370 16,530,603 17,130,302
Library 4,681,188 5,157,355 5,379,836 5,628,693 5,940,870
Economic and Community Development 6,144,861 7,158,564 7,722,689 8,433,298 7,669,329
Total Expenditures $ 86,795,020 $ 92,367,213 $ 96,677,033 $ 102,519,618 $ 107,672,589
EXCESS (DEFICIENCY) OF REVENUES OVER
(UNDER) EXPENDITURES $ 5,841,701 $ 12,592,486 $ 22,195,296 $ 30,436,620 $ 23,233,740
OTHER FINANCING SOURCES (USES)
Proceeds from Sale of Capital Assets -- -- 3,990,605 840,298 --
Transfers in(5) 1,976,872 6,021,853 6,269,262 4,906,791 1,302,435
Transfers out(6) (6,082,763) (5,909,636) (20,317,868) (11,995,827) (24,642,202)
Total Other Financing Sources (Uses) (4,105,891) 112,217 (10,058,001) (6,248,738) (23,339,767)
Net Change in Fund Balances before special items 1,735,810 12,704,703 12,137,295 24,187,882 (106,027)
SPECIAL ITEMS
Assets Transferred from the Successor Agency(7) -- 20,582,335 -- 829,315 (971,011)
Remittance of Land Sale Proceeds(7) -- -- (7,154,626) (1,360,906) 1,247,950
Net Change in Fund Balances 1,735,810 33,287,038 4,982,669 23,656,291 170,912
Fund Balances (Deficits) - July 1 21,281,375 23,017,185 56,304,223 61,286,892 84,943,183
Fund Balances (Deficits) - June 30 $ 23,017,185 $ 56,304,223 $ 61,286,892 $ 84,943,183 $ 85,114,095
(1) Beginning with fiscal year 2016-17, the City reclassified Department of Motor Vehicles license fees from the Intergovernmental revenue
category to the Property Tax category. See “—Property Taxes” below.
(2) Increases beginning in fiscal year 2015-16 reflect the increase in the City sales tax rate of 0.5% authorized by Measure W. See “—Sales
Taxes” below.
(footnotes continue on following page)
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(continued from previous page)
(3) Includes amounts attributable to the 1% increase in the transient occupancy tax rate authorized by Measure I as follows: $1,339,344 in fiscal
year 2015-16, $1,361,779 in fiscal year 2016-17, $1,397,853 in fiscal year 2017-18, $1,556,009 in fiscal year 2018-19 and $1,114,911 in
fiscal year 2019-20. Such amounts are included in the General Fund but may only be used toward police, fire, library and parks and
recreation expenditures. Reflects the increase in the transient occupancy tax rates as authorized by Measure FF. Measure FF authorized
certain increases in the transient occupancy tax rate, the proceeds of which may be expended on any City general services. See “—
Transient Occupancy Taxes” below.
(4) Increase in fiscal year 2017-18 primarily as a result of increased building activity within the City.
(5) Reflect transfers in from the Capital Infrastructure Reserve Capital Projects Fund, Non-Major Governmental Funds and the Child Care
Impact Fee Capital Projects Fund.
(6) Reflect transfers out to the Capital Improvements Projects Fund, Capital Infrastructure Reserve Capital Projects Fund, Non-Major
Governmental Funds, Stormwater Enterprise Fund and Internal Service Fund.
(7) Reflect transfers of capital assets from the Successor Agency to the former City of South San Francisco Redevelopment Agency and
remittance of land sale proceeds.
Source: Audited Financial Statements for fiscal years 2015-16 through 2019-20.
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Comparative General Fund Balance Sheets of the City
The table below presents the City’s audited General Fund Balance Sheets for fiscal years 2015-16
through 2019-20.
TABLE 3
CITY OF SOUTH SAN FRANCISCO
GENERAL FUND BALANCE SHEETS
FIVE YEAR COMPARISON
2015-16 2016-17 2017-18 2018-19 2019-20
ASSETS
Cash and Investments(1) $ 19,931,377 $ 33,222,598 $ 37,648,050 $ 60,775,901 $61,426,353
Receivables:
Accounts 7,945,482 6,021,069 7,734,046 8,581,277 7,813,980
Accrued Interest 57,493 64,817 213,239 274,790 243,824
Due from Conference Center -- 43,668 - 53,589 60,650
Due from Other Funds 100 336,000 70,000 1,100,000 4,400,000
Inventory 824 474 106 372 574
Restricted Cash and Investments -- -- 200,000 200,000 352,797
Land Held for Redevelopment(2) -- 20,582,335 20,582,335 19,201,948 18,372,633
Prepaids 32,756 -- -- -- --
Total Assets $ 27,968,032 $ 60,270,961 $ 66,447,776 $ 90,187,877 $92,670,811
LIABILITIES
Liabilities:
Accounts Payable $ 1,006,737 $ 2,012,208 $ 1,307,966 $ 2,609,145 $ 2,018,069
Accrued Salaries and Benefits 3,621,781 1,569,242 3,027,256 1,659,795 3,416,228
Other Payable 206,402 278,678 290,552 65,755 186,956
Deposits -- -- 411,025 763,563 1,935,463
Unearned Revenue 115,927 106,610 124,085 146,436 --
Total Liabilities $ 4,950,847 $ 3,966,738 $ 5,160,884 $ 5,244,694 $ 7,556,716
Fund Balances:
Nonspendable 33,580 474 106 372 574
Restricted(2) -- -- 20,582,335 19,201,948 18,372,633
Committed(3) 3,654,283 11,780,724 16,725,897 22,619,868 17,723,338
Assigned(3) 1,578,153 5,244,279 4,334,322 11,881,363 5,720,788
Unassigned(4) 17,751,169 39,278,746 19,644,232 31,239,632 43,296,762
Total Fund Balances (Deficits) 23,017,185 56,304,223 61,286,892 84,943,183 85,114,095
Total Liabilities and Fund Balances
(Deficits)
$ 27,968,032 $ 60,270,961 $ 66,447,776 $ 90,187,877 $92,670,811
(1) Increase in fiscal year 2016-17 primarily a result of increase in property tax, sales tax and permit fees. See Table 2 above.
(2) In fiscal year 2016-17, land held for redevelopment was transferred by the Successor Agency to the City. Such land is expected to be sold,
at which point the City and other tax entities will receive a share of sale proceeds.
(3) Includes Measure W sales tax revenues and other funds committed or assigned to capital projects and local services.
(4) Reflects General Fund reserves maintained pursuant to the City’s Reserve Policy. See “Financial Policies—Reserve Policy” above.
Source: Audited Financial Statements for fiscal years 2015-16 through 2019-20.
Major Revenues
The City derives its General Fund revenues from a variety of sources including ad valorem property
taxes, sales taxes, licenses, permits, transient occupancy taxes, charges for services provided by the City and
other miscellaneous revenues. The City’s total General Fund revenues for selected major revenue sources for
the past five fiscal years are set forth below.
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TABLE 4
CITY OF SOUTH SAN FRANCISCO
SELECTED MAJOR REVENUE SOURCES
Revenue Category 2015-16 2016-17 2017-18 2018-19 2019-20
Property Taxes(1) $ 24,777,659 $ 33,405,829 $ 34,143,627 $ 38,659,657 $ 42,847,443
Sales Taxes(2) 17,710,425 24,479,476 28,728,427 32,251,636 31,563,148
Transient Occupancy Taxes 13,442,952 13,631,507 13,978,533 17,091,222 13,829,025
Licenses and Permits 6,896,897 7,823,403 14,674,809 15,381,416 15,900,500
Charges for Services(3) 8,659,873 9,451,835 10,924,668 11,563,755 9,978,678
Total $ 71,487,806 $ 88,792,050 $ 102,450,064 $ 114,947,686 $ 114,118,794
(1) Inclusive of Department of Motor Vehicles license fees. See “—Property Taxes” below.
(2) Increases beginning in fiscal year 2015-16 reflect the increase in the City sales tax rate of 0.5% authorized by Measure W.
See “—Sales Taxes” below.
(3) Comprised of paramedic and basic life support service fees, certain police service fees, charges for recreational classes, day
care, and library programs, as well as the General Fund administration fee charged to other funds.
Source: City of South San Francisco.
Property Taxes
During fiscal year 2019-20, property tax receipts of approximately $42.8 million provided the largest
tax revenue source of the City, contributing approximately 33% of total General Fund revenues. General Fund
property tax revenues of approximately $43 million are budgeted to be received during fiscal year 2020-21.
The City also received a portion of Department of Motor Vehicles license fees (“VLF”) collected Statewide.
Several years ago, the Statewide VLF was reduced by approximately two-thirds. However, the State continued
to remit to cities and counties the same amount that those local agencies would have received if the VLF had
not been reduced, known as the “VLF backfill.” The State VLF backfill was phased out, and as of Fiscal Year
2011-12, all of the VLF is now received through an in-lieu payment from State property tax revenues.
In California, property which is subject to ad valorem taxes is classified as “secured” or “unsecured.”
The secured classification includes property on which any property tax levied by a county becomes a lien on
that property. A tax levied on unsecured property does not become a lien against the taxed unsecured property,
but may become a lien on certain other property owned by the taxpayer. Every tax which becomes a lien on
secured property has priority over all other liens, arising pursuant to State Law, on the secured property,
regardless of the time of the creation of other liens. The valuation of property is determined as of January 1
each year, and installments of taxes levied upon secured property are due November 1 and February 1 and
become delinquent on the following December 10 and April 10, respectively. Taxes on unsecured property are
due July 1, and become delinquent August 31.
Secured and unsecured properties are entered separately on the assessment roll maintained by the
county assessor. The method of collecting delinquent taxes is substantially different for the two classifications
of property. The exclusive means of enforcing the payment of delinquent taxes with respect to property on the
secured roll is the sale of the property securing the taxes of the State for the amount of taxes that are
delinquent. The taxing authority has four methods of collecting unsecured personal property taxes: (1) a civil
action against the taxpayer; (2) filing a certificate in the office of the county clerk specifying certain facts in
order to obtain a judgment lien on certain property of the taxpayer; (3) filing a certificate of delinquency for
record in the County Recorder’s Office in order to obtain a lien on certain property of the taxpayer, and
(4) seizure and sale of personal property, improvement or possessory interest belonging or taxable to the
assessee.
A ten percent penalty is added to delinquent taxes which have been levied with respect to property on
the secured roll. In addition, beginning on the July 1 following a delinquency, interest begins accruing at the
rate of 1 1/2% per month on the amount delinquent. Such property may thereafter be redeemed by the
payment of the delinquent taxes and the ten percent penalty, plus interest at the rate of 1 1/2% per month to the
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time of redemption. If taxes are unpaid for a period of five years or more, the property is deeded to the State
and then is subject to sale by the county tax collector. A ten percent penalty also applies to the delinquent
taxes or property on the unsecured roll, and further, an additional penalty of 1 1/2% per month accrues with
respect to such taxes beginning on the varying dates related to the tax billing date.
Legislation enacted in 1984 (Section 75 et seq. of the Revenue and Taxation Code of the State of
California), provides for the supplemental assignment and taxation of property as of the occurrence of a change
in ownership or completion of new construction. Previously, statutes enabled the assessment of such changes
only as of the next tax lien date following the change and thus delayed the realization of increased property
taxes from the new assessment for up to 14 months. Collection of taxes based on supplemental assessments
occurs throughout the year. Taxes due are prorated according to the amount of time remaining in the tax year,
with the exception of tax bills dated January 1 through May 31, which are calculated on the basis of the
remainder of the current fiscal year and the full 12 months of the next fiscal year.
In the past, the State Legislature has shifted property taxes from cities, counties and special districts to
the Educational Revenue Augmentation Fund. The term “ERAF” is often used as a shorthand reference for
this shift of property taxes. In 1992-93 and 1993-94, in response to serious budgetary shortfalls, the State
Legislature and administration permanently redirected over $3 billion of property taxes from cities, counties,
and special districts to schools and community college districts. The 2004-05 State budget included an
additional $1.3 billion shift of property taxes from certain local agencies, including the City, to occur in fiscal
years 2004-05 and 2005-06. See “CONSTITUTIONAL AND STATUTORY LIMITATIONS ON TAXES
AND APPROPRIATIONS—Proposition 1A” and “—Proposition 22” for a description of certain limitations
on the State’s authority over local government revenue sources.
The table below sets forth the secured and unsecured assessed valuations for property in the City for
the fiscal years 2011-12 through 2020-21.
TABLE 5
CITY OF SOUTH SAN FRANCISCO
ASSESSED VALUATION
FISCAL YEARS 2010-11 THROUGH 2019-20(1)
Fiscal Year Local Secured Unsecured Total
2011-12 $12,531,951,091 $1,295,085,027 $13,827,036,118
2012-13 12,704,362,559 1,288,434,392 13,992,796,951
2013-14 13,091,998,899 1,212,353,871 14,304,352,770
2014-15 13,650,652,805 1,244,971,467 14,895,624,272
2015-16 14,283,534,240 1,197,263,526 15,480,797,766
2016-17 15,074,300,488 1,381,715,511 16,456,015,999
2017-18 15,850,972,006 1,423,348,022 17,274,320,028
2018-19 17,421,411,964 1,765,066,449 19,186,478,413
2019-20 19,204,610,134 1,727,590,717 20,932,200,851
2020-21 21,064,321,568 2,056,648,438 23,120,970,006
Source: City Comprehensive Audited Financial Reports for fiscal years 2011-12 through 2019-20; County Assessor-County
Clerk-Recorder for fiscal year 2020-21.
The County operates under a statutory program entitled Alternate Method of Distribution of Tax
Levies and Collections and of Tax Sale Proceeds (the “Teeter Plan”). Under the Teeter Plan local taxing
entities receive 100% of their tax levies net of delinquencies, but do not receive interest or penalties on
delinquent taxes collected by the County. The City’s share of the ad valorem property tax levy is included in
the County’s Teeter Plan. As a result, the City currently receives 100% of such levy and is not impacted by
delinquencies in payment. However, the County may choose to discontinue to the Teeter Plan at any time.
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The 10 largest property taxpayers in the City for fiscal year 2019-20 based on total assessed valuation,
the land use and the percentage of the City’s total assessed value attributable to each are shown in the below
table. The information in Table 6 has been obtained from third-party sources and is included for general
information purposes only. The City has not verified the information in Table 6 and does not guarantee the
accuracy of such information.
TABLE 6
CITY OF SOUTH SAN FRANCISCO
TEN PRINCIPAL TAXPAYERS
Property Owner
2019-20 Assessed
Valuation % of Total(1) Land Use
1. Genentech Inc. $ 2,823,561,030 13.49% Office/R&D Buildings
2. Slough SSF LLC 671,415,659 3.21 Business Park
3 HCP Oyster Point III LLC 569,748,180 2.72 Office/R&D Buildings
4. ARE San Francisco LLC 562,373,193 2.69 Office/R&D Buildings
5. Brittania Pointe Grand LP 315,805,009 1.51 Office/R&D Buildings
6. AP3-SF2 CT South LLC 269,311,570 1.29 Office/Amenity Buildings
7. KR Oyster Point LLC 220,296,896 1.05 Office/R&D Buildings
8. United Airlines Inc. 202,728,229 0.97 Maintenance Facility
9. Gateway Center LLC 152,318,868 0.73 Business Park
10. LPGS Tanforan LLC 132,730,121 0.63 Office/R&D Buildings
Totals $ 5,920,288,755 28.29%
(1) 2019-20 Local Assessed Valuation (secured and unsecured): $20,932,200,851.
Since fiscal year 2015-16, the City has experienced significant increases in residential and commercial
building activity. See “ECONOMIC AND DEMOGRAPHIC INFORMATION—Building Activity” below.
Several major commercial projects have been completed in that time and several other large-scale commercial
and office development projects are either underway or proposed for development within the City. Completed
projects include: (i) The Cove at Oyster Point, which includes approximately 880,000 square feet of office and
research and development space in seven buildings, approximately 20,000 of retail space, an AC Marriott hotel
and associated parking facilities; (ii) Merck Pharmaceuticals west coast headquarters (290,000 square feet);
(iii) Verily Life Sciences biotechnology campus (470,000 square feet); (iv) Genentech’s new office building,
(160,000 square feet); and (v) the Genesis Towers project, which includes two towers with approximately
800,000 square feet of office space, a performing arts center, and retail space. Projects underway or planned
include: (i) the Gateway of the Pacific project, which is a three-phased office and laboratory campus totaling
approximately 1.3 million square feet at buildout, with the first two phases nearing completion and fully leased
to Abbvie and Amgen, and the third phase under construction; (ii) the Kilroy Oyster Point project, which is a
phased office and research and development campus totaling approximately 2.45 million square feet (phase
one, with approximately 550,000 square feet) is nearing completion and fully leased to Stripe and
Cytokinetics); (iii) Genentech recently obtained City approval for their new Master Plan, which will allow an
additional 4.3 million square feet of office, manufacturing, and research and development space on their
corporate headquarters campus, with several projects starting construction in 2021 and full buildout anticipated
over 15 years; (iv) a 1.7 million square foot biotechnology campus project being developed through a joint
partnership of Alexandria Real Estate and Boston Properties; and (v) the Southline project, which is a
proposed office campus with up to 2.7 million square feet of office or lab space located on a 26-acre former
industrial warehouse site (application submitted to the City).
To the extent completed construction has not yet been reflected in the assessed valuation of property
in the City, the value of such projects can be expected to increase the total assessed valuation of property in the
City. Similarly, the planned and underway building activity, if completed as currently proposed, can be
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expected to increase the assessed valuation of property in the City and property tax revenues and/or other City
revenues. However, no assurances can be given as to the completion thereof or any such increase.
Sales Taxes
During fiscal year 2019-20, sales tax receipts of approximately $31.6 million provided the second
largest tax revenue source for the City, contributing approximately 24% of total General Fund revenues.
Based on the revised budget approved in February 2021, sales tax receipts of approximately $31.2 million are
projected for fiscal year 2020-21, which includes approximately $12.7 million of revenues from Measure W
Sales Tax (defined below). As of February 2021, the City had a total of $16.5 million in sales tax receipts,
which includes approximately $6.3 million of the Measure W Sales Tax. A sales tax is imposed on retail sales
or consumption of personal property. The current total sales tax rate in the City is 9.75%, which includes the
Measure W Sales Tax rate increase of 0.5%.
The basic sales tax rate is established by the State Legislature, and local overrides may be approved by
voters. In an election on November 3, 2015, a majority of voters in the City approved Measure W, a general
sales tax measure that imposes a 0.5% tax on retail sales within the City (the “Measure W Sales Tax”). The
Measure W Sales Tax commenced on April 1, 2016 and will be collected for a thirty-year period ending on
March 31, 2046. While such sales tax revenues are available to the General Fund for general City projects and
services, the City’s current practice for budgetary purposes is to separate such portion of the sales tax from the
General Fund.
The following table shows the sales tax revenues from the City’s share of the basic sales tax, Measure
W Sales Tax revenues and total sales tax revenues since the 0.5% increase went into effect on April 1, 2016.
TABLE 7
CITY OF SOUTH SAN FRANCISCO
SALES TAX REVENUES
Fiscal Year
General Sales
Tax Revenues
Measure W
Sales Tax
Revenues
Total Sales Tax
Revenues
2015-16(1) $ 16,217,000 $ 1,493,425 $ 17,710,425
2016-17 15,593,032 8,886,444 24,479,476
2017-18 17,566,189 11,162,238 28,728,427
2018-19 19,606,689 12,644,947 32,251,636
2019-20 19,859,058 11,704,090 31,563,148
(1) The 0.5% increase in the City’s sales tax rate authorized by Measure W went into effect on April 1, 2016. Fiscal year 2015-
16 amount reflects three months of Measure W Sales Tax receipts.
Source: City of South San Francisco.
Table 8 below shows the taxable transactions by industry type as of June 30, 2020. The information
in Table 8 has been obtained from Avenu Insights & Analytics and is included for general information
purposes only. The City has not verified the information in Table 8 and does not guarantee the accuracy of
such information.
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TABLE 8
CITY OF SOUTH SAN FRANCISCO
TAXABLE TRANSACTIONS BY INDUSTRY
Industry
Percentage of
All Taxable
Transactions
General Retail 35.3%
Business to Business 25.2
Food Products 14.2
Transportation 8.1
Construction 14.6
Other 2.6
Total 100.0%
Source: Avenu Insights & Analytics.
Table 9 below provides the top twenty sales tax payers (in alphabetical order) within the City as of
September 30, 2020.
TABLE 9
CITY OF SOUTH SAN FRANCISCO
TWENTY PRINCIPAL SALES TAX PAYERS
(in alphabetical order)
Property Owner Property Owner
Bon Appetit Management Co. Monogram Biosciences
Central Concrete Supply Co. MRL San Francisco
Chevron Service Stations Safeway Stores
Costco Wholesale Shell Services Stations
Flyers Energy Shift Operations
Freeman Decorating Services Sigler Wholesale
Genentech South City Lumber & Supply
Granite Rock Stitch Fix
Hertz Rent-A-Car The Studio
McDonald’s Walgreen’s Drug Stores
Source: City of South San Francisco.
[Remainder of Page Intentionally Left Blank]
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Table 10 summarizes the annual volume of taxable transactions within the City for the years 2014
through 2018.
TABLE 10
CITY OF SOUTH SAN FRANCISCO
TOTAL TAXABLE TRANSACTIONS
(Dollars in Thousands)
Year Permits Taxable Transactions
2014 1,560 $1,254,175
2015 1,692 1,309,289
2016 1,704 1,335,571
2017 1,702 1,440,756
2018 1,881 1,547,221
Source: “Taxable Sales in California (Sales & Use Tax)” - California State Board of Equalization for 2014. Taxable Sales in
California, California Department of Tax and Fee Administration for 2015-2018.
Transient Occupancy Tax
A transient occupancy tax is imposed on persons staying 30 days or less in a hotel, motel, inn or other
lodging place within the City. In fiscal year 2019-20, transient occupancy tax receipts were approximately
$13.8 million, providing approximately 11% of total General Fund revenues. In the 2020-21 Budget, the City
projected transient occupancy tax revenues of approximately $7.9 million for fiscal year 2020-21. Based on
transient occupancy tax revenues receipts through December 31, 2020, the City adjusted the budgeted amount
for fiscal year 2020-21 downward to $5.9 million. Such amount represents a significant decrease from recent
fiscal years (e.g. transient occupancy taxes in fiscal years 2017-18 and 2018-19 were approximately $14
million and $17.1 million respectively). The City attributes such decline to the greatly reduced levels of
tourism and travel resulting from the COVID-19 pandemic. The City cannot predict when, or if, travel and
tourism activity will return to the level of such activity which existed prior to the outbreak of the COVID-19
pandemic.
At an election on November 2, 2004, the City’s voters approved Measure I, which is increased the
City’s transient occupancy tax rate from 9% to 10%. Transient occupancy tax revenues attributable to
Measure I are included in the City’s General Fund but may only be used toward police, fire, library and parks
and recreation expenditures. Between fiscal year 2014-15 to 2018-19, General Fund transient occupancy tax
revenues attributed to Measure I increased from $1.29 million to $1.56 million. As a result of the COVID-19
pandemic and the related restrictions on travel, gatherings and business operations, General Fund transient
occupancy tax revenues attributed to Measure I decreased to $1.1 million in fiscal year 2019-20. The
increased transient occupancy tax rates authorized by Measure I does not expire.
At an election on November 6, 2018, a majority of voters in the City approved Measure FF, which
incrementally increases the transient occupancy tax rate to 14%. The transient occupancy tax increased from
10% to 12% on January 1, 2019, to 13% on January 1, 2020, and to 14% on January 1, 2021. The increases
authorized by Measure FF do not expire.
In June 2019, the City Council adopted an ordinance which requires the payment of transient
occupancy taxes for short term rentals of residential dwelling units (i.e. those made available through platforms
such as AirBnB and VRBO). While such ordinance could result in an increase in transient occupancy tax
receipts, the City can make no assurances as to any increase or the amount of such increase.
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Licenses and Permits
The City collects fees for licenses and permits provided by the City, including, but not limited to,
regulatory permits, conditional use permits, development permits, plan check and permitting, building permits
and inspections and other development fees. In fiscal year 2019-20, the City collected approximately $15.9
million, providing approximately 12% of total General Fund revenues. License and permit fees of
approximately $15 million are currently budgeted to be received during fiscal year 2020-21.
The City has experienced significant increases in license and permit fee revenues in the last five fiscal
years, increasing from approximately $6.9 million in fiscal year 2015-16 to approximately $15.9 million in
fiscal year 2019-20. Such increases have been driven primarily by increased residential and commercial
building activity in the City. See “ECONOMIC AND DEMOGRAPHIC INFORMATION—Building
Activity” below.
Charges for Services
In fiscal year 2019-20, charges of approximately $10 million (approximately 8% of total General Fund
revenues) were collected for services including paramedic and basic life support service fees, certain police
service fees, charges for recreational classes, day care, and library programs, as well as the General Fund
administration fee charged to other funds. Charges for services are currently budgeted at approximately $7.0
million in fiscal year 2020-21.
Rental Revenues from Property Leases
From time-to-time the City enters into leases with respect to City-owned property which generates
rental revenues. The City has entered into a lease with the Conference Center Authority for the site on which
the South San Francisco Conference Center is located. Pursuant to such lease, the Conference Center
Authority pays annual rental payments to the City of $420,000. Such lease expires on January 31, 2029 unless
further extended.
The City has also leased the land on which a Costco store and the Magnolia Senior Housing
Apartments are located with Price Club Associates and Magnolia Housing, respectively. Such leases generate,
in the aggregate, approximately $451,800 annually for the City. The lease with Price Club Associates
terminates in 2029 (with an option for a six-year extension), and the lease with Magnolia Housing terminates
in 2062.
The revenues generated by the leases with the Conference Center Authority and Price Club Associates
are included in the City’s General Fund. The revenues generated by the lease to Magnolia Housing are not
included in the City’s General Fund.
Indebtedness
Long-Term Debt. The City’s long-term obligations payable from the General Fund currently consist
of the Series 2020A Bonds and a financing lease entered into for the purpose of acquiring fire trucks. As of
December 31, 2020, the Series 2020A Bonds were outstanding in the principal amount of $43,905,000 and the
aggregate amount outstanding under such financing lease was $354,601.
The City has also entered into loans obtained from the State Water Resources Control Board and
outstanding bonds which were issued to finance improvements to the City’s water and wastewater systems.
Such loans and outstanding bonds are secured revenues of the water and wastewater system and are not
payable from the General Fund.
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See Note 5 to the City’s audited financial statements for fiscal year 2019-20 attached hereto as
Appendix C for a description of the City’s outstanding indebtedness.
Short-Term Debt. The City currently has no short-term debt outstanding.
Retirement System
This caption contains certain information relating to the California Public Employees Retirement
System (“CalPERS”). The information is primarily derived from information produced by CalPERS, its
independent accountants and actuaries. The City has not independently verified the information provided by
CalPERS and makes no representations nor expresses any opinion as to the accuracy of the information
provided by CalPERS.
The comprehensive annual financial reports of CalPERS are available on its Internet website at
www.calpers.ca.gov. The CalPERS website also contains CalPERS’ most recent actuarial valuation reports
and other information concerning benefits and other matters. Such information is not incorporated by
reference herein. The City cannot guarantee the accuracy of such information. Actuarial assessments are
“forward-looking” statements that reflect the judgment of the fiduciaries of the pension plans, and are based
upon a variety of assumptions, one or more of which may not materialize or be changed in the future.
Actuarial assessments will change with the future experience of the pension plans.
Summary of Plans. The City contributes to CalPERS, an agent multiple-employer public employee
defined benefit pension plan, on behalf of approximately 440 active City employees who participate in the
City’s Miscellaneous Plan or the City’s Safety Plan. CalPERS provides retirement, disability and death
benefits to plan members and beneficiaries. CalPERS acts as a common investment and administrative agent
for participating public entities within the State, including the City. CalPERS plan benefit provisions and all
other requirements are established by State statute and the City Council.
CalPERS provides service retirement and disability benefits, annual cost of living adjustments and
death benefits to plan members, who must be public employees and beneficiaries. Benefits are based on years
of credited service, equal to one year of full-time employment. Members with five years of total service are
eligible to retire at age 50 with statutorily reduced benefits. All members are eligible for non-duty disability
benefits after 10 years of service. The death benefit is one of the following: the Basic Death Benefit, the 1957
Survivor Benefit, or the Optional Settlement 2W Death Benefit. The cost of living adjustments for each plan
are applied as specified by the Public Employees’ Retirement Law.
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The City participates in separate CalPERS tiers within the Miscellaneous and Safety plans for
employees based on hire date. The City’s plans are part of CalPERS risk pools. Benefit provisions for each
plan as of June 30, 2020 are set forth below.
Miscellaneous
Hire Date
Prior to April 25, 2010 After April 25, 2010 but
prior to January 1, 2013
On or after January 1,
2013
Benefit Formula 2.7% @ 55 2.0% @ 60 2% @ 62
Benefit Vesting Schedule 5 years service 5 years service 5 years service
Benefit Payments monthly for life monthly for life monthly for life
Retirement Age 50-55 50-67 52-67
Monthly Benefits, as a % of Eligible
Compensation
2.0% to 2.7% 1.092% - 2.418% 1.0% - 2.5%
Required Employee Contribution Rates 8% 7% 6.5%
Required Employer Contribution Rates 9.91% 9.91% 9.91%
Required Unfunded Actuarial Liability
Contribution(1)
$5,260,688
(1) As described under “—Contributions” below, CalPERS no longer collects required contributions for the unfunded portion of
pension liability based on a percentage of payroll.
Safety
Hire Date
Prior to April 25, 2010 After April 25, 2010 but
prior to January 1, 2013
On or after January 1,
2013
Benefit Formula 3.0% @ 50 3.0% @ 55 2.7% @ 57
Benefit Vesting Schedule 5 years service 5 years service 5 years service
Benefit Payments monthly for life monthly for life monthly for life
Retirement Age 50 50-55 50-57
Monthly Benefits, as a % of Eligible
Compensation
3.0% 2.4% - 3.0% 2.0% - 2.7%
Required Employee Contribution Rates 9% 9% 11.5%
Required Employer Contribution Rates 20.43% 20.43% 20.43%
Required Unfunded Actuarial Liability
Contribution(1)
$7,014,353
(1) As described under “—Contributions” below, CalPERS no longer collects required contributions for the unfunded portion of
pension liability based on a percentage of payroll.
As of the June 30, 2018 actuarial valuation date and the June 30, 2019 measurement date, the
following employees were covered by the benefit terms of the plans:
Number of members
Description Miscellaneous Plan Safety Plan
Inactive Employees or Beneficiaries Receiving Benefits 458 288
Inactive Employees Entitled to but Not Yet Receiving Benefits 347 109
Active employees 284 151
Total 1,089 548
Contributions. Section 20814(c) of the California Public Employee’s Retirement Law (PERL)
requires that the employer contribution rates for all public employers be determined on an annual basis by the
actuary and shall be effective on the July 1 following notice of a change in the rate. The total plan
contributions are the estimated amount necessary to finance the costs of benefits earned by employees during
the years, with an additional amount to finance any unfunded accrued liability. The employer is required to
contribute the difference between the actuarially determined rate and the contribution rate of employees.
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For the year ended June 30, 2019, the City’s required contributions for the Miscellaneous Plan and
Safety Plan were $6,165,764 and $9,323,936, respectively. For the year ended June 30, 2020, the City’s
required contributions for the Miscellaneous Plan and Safety Plan were $6,851,659 and $10,164,921,
respectively. Such amounts were paid by the City. In the aggregate, the City’s total contribution in fiscal year
2019-20 ($17,016,580) represented approximately 13% of General Fund expenditures (exclusive of interfund
transfers). However, the City allocates such pension costs to other City funds (i.e. the City’s wastewater
enterprise fund) as appropriate.
Beginning with fiscal year 2017-18 CalPERS began collecting employer contributions toward the
plan’s unfunded liability as dollar amounts instead of the prior method of a contribution rate. According to
CalPERS, this change was to address potential funding issues that could arise from a declining payroll or
reduction in the number of active members in the plan. Funding the unfunded liability as a percentage of
payroll could lead to the underfunding of the plans. Due to stakeholder feedback regarding internal needs for
total contributions expressed as an estimated percentage of payroll, the CalPERS reports include such results in
the contribution projection set forth in the tables below. These results are provided for information purposes
only. Contributions toward the unfunded liability will continue to be collected as set dollar amounts.
The tables below are derived from the City of South San Francisco Annual Valuation Reports with
valuation dates as of June 30, 2019 and delivered in July 2020 for the Miscellaneous and Safety plans
(together, the “2020 Report”) and show the required and projected employer contributions (before cost
sharing) for the next six fiscal years. Projected results reflect the adopted changes to the discount rate
described in the 2020 Report. Such projections also assume that all actuarial assumptions will be realized and
that no further changes to assumptions, contributions, benefits, or funding will occur during the projection
period. The projected normal cost percentages in the projections below does not reflect that the normal cost
will decline over the time as new employees are hired into PEPRA or other lower cost benefit tiers.
The foregoing projections assumed the investment return for fiscal year 2019-20 would be 7.0 percent.
CalPERS announced a preliminary investment return of 4.7% for fiscal year 2019-20 and as a result, the actual
contribution requirements for the fiscal years 2022-23 and the following years shown below can be expected to
differ from such projections.
Required
Contribution
Projected Future Employer Contributions
(Assumes 7.00% Return for Fiscal Year 2019-20)
Fiscal Year 2021-22 2022-23 2023-24 2024-25 2025-26 2026-27
Safety Plan
Normal Cost % 20.59% 20.2% 19.9% 19.5% 19.2% 18.8%
UAL Payment $9,213,036 $10,182,000 $10,766,000 $11,343,000 $11,681,000 $11,997,000
Total as a % of Payroll* 57.46% 59.9% 60.7% 61.4% 61.1% 60.8%
Projected Payroll $24,986,595 $25,673,727 $26,379,754 $27,105,197 $27,850,591 $28,616,481
Miscellaneous Plan
Normal Cost % 9.99% 9.7% 9.4% 9.1% 8.8% 8.5%
UAL Payment $6,949,202 $7,580,000 $7,975,000 $8,390,000 $8,634,000 $8,863,000
Total as a % of Payroll* 35.53% 36.8% 37.2% 37.5% 37.3% 37.0%
Projected Payroll $27,206,682 $27,954,866 $28,723,625 $29,513,524 $30,325,146 $31,159,088
* Illustrative only and based on the projected payroll shown.
Source: CalPERS’ 2020 Report.
No assurance can be provided that the City’s CalPERS plan expenses will not increase significantly in
the future.
Net Pension Liability. The City’s net pension liability is measured as the total pension liability, less
the pension plan’s fiduciary net position. The net pension liability of each of the City’s pension plans is
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measured as of June 30, 2019, using an annual actuarial valuation as of June 30, 2018 rolled forward to
June 30, 2019 using standard update procedures. For the June 30, 2019 measurement period, total pension
liabilities were based on a June 30, 2018 actuarial valuation date and the following actuarial methods and
assumptions:
Actuarial Cost Method Entry Age Normal Cost Method
Actuarial Assumptions
Discount Rate 7.15%
Inflation 2.50%
Payroll Growth 3.00%
Salary Increase Varies by Entry Age and Service
Investment Rate of Return(1) 7.15%
Mortality Rate Table(2) Derived using CalPERS’ Membership Data for all Funds
Post Retirement Benefit Increase Contract COLA up to 2.00% until Purchasing Power Protection
Allowance Floor on Purchasing Power applies, 2.50% thereafter
(1) Net of investment and administrative expenses and includes inflation.
(2) The mortality table used was developed based on CalPERS’ specific data. The table includes 15 years of mortality
improvements using Society of Actuaries Scale 90% of MP 2016.
The underlying mortality assumptions and all other actuarial assumptions used in the June 30, 2018
valuation were based on the results of a December 2017 actuarial experience study for the period from 1997 to
2015.
[Remainder of Page Intentionally Left Blank]
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The following table shows the changes in net pension liability recognized over the measurement
period.
Total Pension
Liability
(a)
Increase (Decrease)
Plan Fiduciary Net
Position
(b)
Net Pension
Liability/(Assets)
(c)=(a)-(b)
Miscellaneous Plan
Balance at June 30, 2018 (Measurement Date)(1) $ 233,975,819 $ 157,470,642 $ 76,505,177
Changes Recognized for the Measurement Period:
Service Cost 4,118,735 - 4,118,735
Interest on Total Pension Liability 16,624,514 - 16,624,514
Changes of Assumptions - - -
Differences Between Expected and Actual Experience 2,853,948 - 2,853,948
Plan to Plan Resource Movement - (20) 20
Contributions – Employer - 6,851,659 (6,851,659)
Contributions – Employees - 1,816,507 (1,816,507)
Net Investment Income - 10,240,873 (10,240,873)
Benefit Payments, Including Refunds Of Employee
Contributions
(12,756,888) (12,756,888) -
Administrative Expense - (112,374) 112,374
Other Miscellaneous Income/(Expense) - 365 (365)
Net Changes 10,840,309 6,040,122 4,800,187
Balance at: June 30, 2019 (Measurement Date)(1) $ 244,816,128 $ 163,510,764 $ 81,305,364
Safety Plan
Balance at June 30, 2018 (Measurement Date)(1) $ 327,073,740 $ 220,879,754 $ 106,193,986
Changes Recognized for the Measurement Period:
Service Cost 6,379,124 - 6,379,124
Interest on Total Pension Liability 23,249,091 - 23,249,091
Changes of Assumptions - - -
Differences Between Expected and Actual Experience 2,853,684 - 2,853,684
Plan to Plan Resource Movement - 20 (20)
Contributions – Employer - 10,164,921 (10,164,921)
Contributions – Employees - 2,486,989 (2,486,989)
Net Investment Income - 14,404,633 (14,404,633)
Benefit Payments, Including Refunds of Employee
Contributions
(15,909,734) (15,909,734) -
Administrative Expense - (157,625) 157,625
Other Miscellaneous Income/(Expense) - 512 (512)
Net Changes 16,572,165 10,989,716 5,582,449
Balance at June 30, 2019 (Measurement Date)(1) $ 343,645,905 $ 231,869,470 $ 111,776,435
(1) The fiduciary net position includes receivables for employee service buybacks, deficiency reserves, fiduciary self-insurance
and OPEB expense. This may differ from the plan assets reported in the funding actuarial valuation report.
On June 25, 2012, the Governmental Accounting Standards Board approved GASB Statement No. 68
(“GASB 68”) with respect to pension accounting and financial reporting standards for state and local
governments and pension plans. GASB 68 states that, for pensions within the scope of the statement, a cost-
sharing employer that does not have a special funding situation is required to recognize a net pension liability,
deferred outflows of resources, deferred inflows of resources related to pensions, and pension expense based
on its proportionate share of the net pension liability for benefits provided through the pension plan. While the
new accounting standards change financial statement reporting requirements, they do not impact funding
policies of the pension systems. The audited financial statements of the City for fiscal year 2018-19 reflect the
application of the GASB 68. GASB 68 is a change in accounting reporting standards but it does not change
the City’s CalPERS plan funding obligations.
The following presents the net pension liability of the City’s Miscellaneous Plan and Safety Plan as of
the June 30, 2019 measurement date, calculated using the discount rate of 7.15 percent, as well as what the net
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pension liability would be if it were calculated using a discount rate that is 1 percentage-point lower (6.15
percent) or 1 percentage-point higher (8.15 percent) than the current rate:
Net Pension Liability Discount Rate – 1%
(6.15%)
Current Discount Rate
(7.15%)
Discount Rate + 1%
(8.15%)
Miscellaneous Plan $ 112,753,994 $ 81,305,364 $ 55,267,692
Safety Plan 158,826,992 111,776,435 73,169,140
Total Net Pension Liability $ 271,580,986 $ 193,081,799 $ 128,436,832
For the year ended June 30, 2020, the City recognized pension expense as follows:
Miscellaneous Safety Total Plans
$14,398,113 $22,193,591 $36,591,704
Note that no adjustments have been made for contributions subsequent to the measurement date.
At June 30, 2020, the City reported deferred outflows of resources and deferred inflows of resources
related to pensions from the following sources:
Deferred
Outflows of
Resources
Deferred Inflows
of Resources
Miscellaneous Plan
Contributions Made Subsequent to the Measurement Date $ 7,831,598 $ --
Change in Assumptions - (388,880)
Difference Between Expected and Actual Experience 1,888,207 --
Net Difference Between Projected and Actual Earnings on Pension
Plan Investments - (849,257)
Miscellaneous Plan Total $ 9,719,805 $ (1,238,137)
Safety Plan
Contributions Made Subsequent to the Measurement Date $ 11,401,783 --
Change in Assumptions 1,637,329 (532,651)
Difference Between Expected and Actual Experience 2,915,790 --
Net Difference Between Projected and Actual Earnings on Pension
Plan Investments - (1,041,531)
Safety Plan Total $ 15,954,902 $ (1,574,182)
Totals $ 25,674,707 $ (2,812,319)
$19,233,381 reported as deferred outflows of resources related to contributions subsequent to the
measurement date will be recognized as a reduction of the net pension liability in the fiscal year ended June 30,
2021. Other amounts reported as deferred outflows or deferred inflows of resources related to pensions will be
recognized as pension expense as follows:
Deferred Outflows/(Inflows) of Resources
Measurement
Period Ended
June 30, Miscellaneous Safety Total Plans
2021 $ 1,286,763 $ 3,821,819 $ 5,108,582
2022 (582,461) (990,329) (1,572,790)
2023 (222,066) (102,128) (324,194)
2024 167,834 (249,575) (81,741)
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For additional information with respect to the discount rate, deferred outflows/(inflows) of resources,
and recognition of gains and losses, see Note 7 to the City’s audited financial statements for fiscal year 2019-
20 attached hereto as Appendix C.
Funded Status. The tables below are derived from the 2020 Report and show the funded status of the
Safety Plan and Miscellaneous Plan as of the valuation dates shown.
Safety Plan
Valuation
Date
Accrued
Liability
Market Value of
Assets
Unfunded
Liability Funded Ratio
Annual
Covered
Payroll
06/30/2015 $272,709,925 $194,898,121 $77,811,804 71.5% $18,679,533
06/30/2016 292,968,688 191,629,326 101,339,362 65.4 19,645,492
06/30/2017 311,121,026 208,173,300 102,947,726 66.9 21,100,030
06/30/2018 336,135,831 221,056,300 115,079,531 65.8 21,014,770
06/30/2019 350,809,431 231,939,143 118,870,288 66.1 23,033,588
Miscellaneous Plan
Valuation
Date
Accrued
Liability
Market Value of
Assets
Unfunded
Liability Funded Ratio
Annual
Covered
Payroll
06/30/2015 $201,849,821 $142,062,698 $59,787,123 70.4% $18,331,815
06/30/2016 213,904,611 138,845,967 75,058,644 64.9 21,645,275
06/30/2017 224,239,098 149,630,762 74,608,336 66.7 22,532,802
06/30/2018 241,027,844 157,597,543 83,430,301 65.4 23,738,609
06/30/2019 250,948,962 163,560,436 87,388,526 65.2 25,080,148
Source: CalPERS’ 2020 Report.
AB 340, Public Employee Pension Reform Act of 2013 (PEPRA). On September 12, 2012, the
California Governor signed Assembly Bill 340 (“AB 340”), which implements pension reform in California.
Effective January 1, 2013, AB 340: (i) requires public retirement systems and their participating employers to
share equally with employees the normal cost rate for such retirement systems; (ii) prohibits employers from
paying employer-paid member contributions to such retirement systems for employees hired after January 1,
2013; (iii) establishes a compulsory maximum non-safety benefit formula of 2.5% at age 67; (iv) defines final
compensation as the highest average annual pensionable compensation earned during a 36-month period; and
(v) caps pensionable income at $110,100 ($132,120 for employees not enrolled in Social Security) subject to
Consumer Price Index increases. Other provisions reduce the risk of the City incurring additional unfunded
liabilities, including prohibiting retroactive benefits increases, generally prohibiting contribution holidays, and
prohibiting purchases of additional non-qualified service credit.
Pursuant to AB 340, the City established new pension tiers: 2.0% at 62 for Miscellaneous and 2.7% at
57 for Safety for employees hired on or after January 1, 2013 who were not previously CalPERS members.
CalPERS Plan Actuarial Methods. The staff actuaries at CalPERS prepare annually an actuarial
valuation which is typically delivered in the time period from July through October of each year (thus, the
actuarial valuation dated July 2020 covered CalPERS’ fiscal year ended June 30, 2019). The actuarial
valuations express the City’s required contribution which the City must contribute in the fiscal year
immediately following the fiscal year in which the actuarial valuation is prepared (thus, the City’s contribution
requirement derived from the actuarial valuation as of June 30, 2019 and shown in the report delivered in July
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2020 affects the City’s fiscal year 2021-22 required contribution). CalPERS rules require the City to
implement the actuary’s recommended rates.
The CalPERS Chief Actuary considers various factors in determining the assumptions to be used in
preparing the actuarial report. Demographic assumptions are based on a study of the actual history of
retirement, rates of termination/separation of employment, years of life expectancy after retirement, disability,
and other factors. This experience study is generally done once every four years. The most recent experience
study was completed in 2017 in connection with the preparation of actuarial recommendations by the CalPERS
Chief Actuary as described below.
In December 2016, the CalPERS Board approved lowering the funding discount rate to be phased in
over three years: for fiscal year 2018-19 to a rate of 7.375 percent; for fiscal year 2019-20 to a rate of 7.25
percent; and for fiscal year 2020-21 to a rate of 7.0 percent. The funding discount rate includes a 15 basis-
point reduction for administrative expenses, and the remaining decrease is consistent with the change in the
financial reporting discount rate. As noted above, there is an approximately fifteen month lag between the
time that CalPERS provides its annual actuarial valuation and the fiscal year in which the required contribution
therein impacts the City.
On November 18, 2015, the CalPERS Board adopted a Funding Risk Mitigation Policy that seeks to
reduce funding risk over time. It establishes a mechanism whereby CalPERS investment performance that
significantly outperforms the discount rate triggers adjustments to the discount rate, expected investment
return, and strategic asset allocation targets. Reducing the volatility of investment returns is expected to
increase the long-term sustainability of CalPERS pension benefits for members. In February 2017, the
CalPERS Board revised the Funding Risk Mitigation Policy. The revisions include suspension of the policy
until fiscal year 2020-21, and a decrease of the required first excess investment return threshold from 4% to
2%.
On February 14, 2018, the CalPERS Board of Administration adopted revisions to its actuarial
amortization policy. Major revisions that affect state plans were made to the amortization of investment gains
and losses, as well as to actuarial surplus. For the amortization of investment gains and losses, the
amortization period was reduced from 30 years to 20 years, and the 5-year direct smoothing process was
removed from the end of the amortization period. Amortization of actuarial surplus was eliminated. These
policy revisions will be applied to the amortization of investment gains and losses, and actuarial surplus,
experienced on or after June 30, 2019. These revisions will affect contributions starting in fiscal year 2020-21.
Other Post-Employment Benefits
The Retiree Health Plan. For employees hired prior to April 25, 2010, the City provides certain
healthcare benefits for employees who retire after attaining age 50 with at least five years of service or
disability at any age. For employees hired after April 25, 2010, the City offers a defined contribution post-
retirement healthcare plan and contributes 1.5% of salary to such plan. For additional information with respect
to the benefits offered under the City’s other post-employment benefit plan (“OPEB”), see Note 9 to the
audited financial statements for fiscal year 2019-20 attached hereto as Appendix C.
As of the June 30, 2019 measurement date, membership consisted of the following:
Active Plan Members 213
Inactive Employees or Beneficiaries Currently Receiving Benefit Payments 352
Total 565
Source: City Comprehensive Audited Financial Report for fiscal year 2019-20.
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Total OPEB Liability. The City participates in the CalPERS California Employer’s Retiree Benefit
Trust Program, a prefunding plan trust fund. The City’s total OPEB Liability was measured as of June 30,
2019 using an actuarial valuation as of June 30, 2019. Standard actuarial update procedures were used to
project/discount from valuation to measurement dates. For the actuarial assumptions used to determine the
City’s total OPEB liability as of June 30, 2019, see Note 9 to the audited financial statements for fiscal year
2019-20 attached hereto as Appendix C.
In June 2015, GASB issued Statement No. 75, which became effective for fiscal years beginning after
June 15, 2017. The primary objective of Statement No. 75 is to improve accounting and financial reporting by
state and local governments for postemployment benefits other than pensions (i.e. OPEB). Statement No. 75 is
also intended to improve information provided by state and local governmental employers about financial
support for OPEB that is provided by other entities. Statement No. 75 results from a comprehensive review of
the effectiveness of existing standards of accounting and financial reporting for all postemployment benefits
(pensions and OPEB) with regard to providing decision-useful information, supporting assessments of
accountability and inter-period equity, and creating additional transparency.
More specifically, Statement No. 75 requires the liability of employers to be measured as the portion
of the present value of projected benefit payments to be provided to current active and inactive employees that
is attributed to those employees’ past periods of service (total OPEB liability), less the amount of the OPEB
plan’s fiduciary net position. Statement No. 75 requires the recognition of the total OPEB liability in the
Statement of Net Position. As a result of the implementation of GASB Statement No. 75, in the City’s audited
financial statements for fiscal year 2017-18, prior period adjustments (reductions) were made to the City’s
beginning net position for governmental activities in the amount of $22,807,668 and for business-type
activities in the amount of $5,442,300.
For the year ended June 30, 2020, the City recognized OPEB expense of $6,119,997 and total
contributions to the OPEB plan was $4,854,000. The following shows the schedule of changes in the total
OPEB liability for the measurement period of July 1, 2018 to June 30, 2019.
Increase (Decrease)
Total OPEB
Liability
(a)
Plan
Fiduciary
Net Position
(b)
Net OPEB
Liability/(Asset)
(c) = (a) - (b)
Balance at June 30, 2018 Measurement Date $ 82,625,000 $ 22,041,000 $ 60,584,000
Changes Recognized for the Measurement Period
Service Cost 1,558,000 - 1,558,000
Interest on the Total OPEB Liability 5,568,000 - 5,568,000
Changes in Benefit Terms - - -
Difference Between Expected and Actual Experience 2,895,000 - 2,895,000
Changes of Assumptions (672,000) - (672,000)
Contributions from the Employer - 4,180,000 (4,180,000)
Net Investment Income - 1,420,000 (1,402,000)
Benefit Payments (3,378,000) (3,378,000) -
Administrative Expenses - (5,000) 5,000
Net Changes 5,971,000 2,199,000 3,772,000
Balance at June 30, 2019 Measurement Date $ 88,596,000 $ 24,240,000 $ 64,356,000
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Sensitivity to Changes in Discount Rate and Healthcare Cost Rate. The following what the total
OPEB liability would be if it were calculated using a discount rate that is 1-percentage point lower (5.75
percent) or 1-percentage point higher (7.75 percent) than the current discount rate:
Plan’s Total OPEB Liability/(Asset)
Discount Rate -1% Current Discount Discount Rate +1
5.75% 6.75% 7.75%
$76,503,000 $64,356,000 $54,367,000
The following presents what the total OPEB liability would be if it were calculated using healthcare
cost trend rates that are 1-percentage point lower and or 1-percentage point higher than the current healthcare
cost trend rates. The current assumed healthcare trend rates are 7.5% for non-Medicare and 6.5% for
Medicare.
Plan’s Total OPEB Liability/(Asset)
1% Decrease Trend Rate 1% Increase
$53,551,000 $64,356,000 $77,596,000
For additional information with respect to the City’s OPEB plan, see Note 9 to the audited financial
statements for fiscal year 2019-20 attached hereto as Appendix C.
ECONOMIC AND DEMOGRAPHIC INFORMATION
Population
The City’s population as of January 1, 2020 was approximately 67,879. This represents an increase of
approximately 1.0 percent from January 1, 2019. The following table shows the population for the City, the
County and the State of California from 2016 through 2020.
POPULATION
For Years 2016 through 2020
Year
(January 1)
City of
South San Francisco
County of
San Mateo
State of
California
2016 67,220 767,921 39,214,803
2017 67,232 770,785 39,398,702
2018 67,268 772,984 39,586,646
2019 67,221 774,231 39,695,376
2020 67,879 773,244 39,782,870
Source: State of California, Department of Finance, E-4 Population Estimates for Cities, Counties, and the State, 2011-2020,
with 2010 Census Benchmark, Sacramento, California, May 2020.
Education
K-12 public instruction in the City is provided by South San Francisco Unified School District, which
encompasses the City and parts of Daly City and San Bruno. The City is also served by the San Mateo
Community College District.
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Building Activity
Residential and nonresidential building activity for 2015 through 2019 for the City is shown in the
following tables.
NEW HOUSING UNITS BUILDING PERMITS
City of South San Francisco
For Years 2015 through 2019
2015 2016 2017 2018 2019
Single Family Units 2 4 7 13 51
Multifamily Units 35 95 352 161 269
Total Units 37 99 359 174 320
Source: Construction Industry Research Board and California Homebuilding Foundation.
BUILDING PERMIT VALUATIONS
City of South San Francisco
(Dollars in Thousands)
2015 2016 2017 2018 2019
Residential
New Single Family $ 940 $ 1,017 $ 2,702 $ 1,396 $ 168,366
New Multifamily 6,042 13,539 78,722 3,398 94,791
Res. Alt. & Adds 18,119 10,320 17,287 15,363 $ 13,289
Total Residential 25,101 $ 24,876 $ 98,711 $ 20,157 $ 276,446
Nonresidential
New Commercial 46,621 169,425 $ 450,445 $ 262,381 $ 453,045
New Industrial 0 0 0 0 0
New Other(1) 2,775 2,101 64,666 6,096 13,175
Alters. & Adds. 128,808 185,436 138,482 243,227 207,682
Total Non-Residential $ 178,203 $ 356,962 $ 653,592 $ 511,704 $ 673,902
Total All Building $ 203,305 $ 381,838 $ 752,303 $ 531,861 $ 950,348
(1) Includes churches and religious buildings, hospitals and institutional buildings, schools and educational buildings,
residential garages, public works and utilities buildings.
Note: “Total All Building” is the sum of Residential and Nonresidential Building Permit Valuations. Totals may not add to
sum because of independent rounding.
Source: Construction Industry Research Board and California Homebuilding Foundation.
Personal Income
Personal Income is the income that is received by all persons from all sources. It is calculated as the
sum of wage and salary disbursements, supplements to wages and salaries, proprietors’ income with inventory
valuation and capital consumption adjustments, rental income of persons with capital consumption adjustment,
personal dividend income, personal interest income, and personal current transfer receipts, less contributions
for government social insurance.
The personal income of an area is the income that is received by, or on behalf of, all the individuals
who live in the area; therefore, the estimates of personal income are presented by the place of residence of the
income recipients.
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The following table summarizes per capita personal income for the City, the County, the State of
California and the United States for the years 2010 through 2019. This measure of income is calculated as the
personal income of the residents of the area divided by the resident population of the area.
PER CAPITA PERSONAL INCOME(1)
City of South San Francisco, County of San Mateo, State of California, and United States
2010-2019
Year
City of
South San
Francisco
County of
San Mateo California United States
2010 $29,118 $73,805 $43,634 $40,546
2011 30,053 79,903 46,170 42,735
2012 30,446 88,058 48,798 44,599
2013 30,523 87,711 49,277 44,851
2014 30,923 93,765 52,324 47,058
2015 32,744 102,606 55,758 48,978
2016 33,120 107,207 57,739 49,870
2017 35,193 117,389 60,156 51,885
2018 36,092 126,392 63,557 54,446
2019 -- 134,107 66,619 56,490
(1) Per capita personal income is the total personal income divided by the total mid-year population estimates of the U.S.
Bureau of the Census. All dollar estimates are in current dollars (not adjusted for inflation).
Source: U.S. Department of Commerce, Bureau of Economic Analysis and the City of South San Francisco.
Employment
The civilian labor force in the City totaled 38,600 in 2020, a 3.5 percent decrease from 2019. For the
past five years the unemployment rate in the City and the County has been below the State of California’s rate.
The following table summarizes the labor force, employment and unemployment figures from 2016 to 2020
for the City, the County, the State of California and the nation as a whole.
The San Francisco-Oakland-Hayward Metropolitan Statistical Area unemployment rate increased
from 2.8% in June 2019 to 12.6% in June 2020 According to a report released by State Employment
Development Department, the City’s unemployment rate was 6.0% as of March 2021. See “Impacts of
COVID-19” above.
[Remainder of Page Intentionally Left Blank]
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LABOR FORCE, EMPLOYMENT AND UNEMPLOYMENT
Yearly Average for Years 2016 through 2020
Year and Area Labor Force Employment(1) Unemployment(2)
Unemployment
Rate (%)(3)
2016
City of South San Francisco 38,200 37,000 1,200 3.2%
San Mateo County 442,100 428,700 13,500 3.0
State of California 19,093,700 18,048,800 1,044,800 5.5
United States(4) 159,187,000 151,436,000 7,751,000 4.9
2017
City of South San Francisco 38,500 37,400 1,100 2.9%
San Mateo County 446,100 433,900 12,100 2.7
State of California 19,312,000 18,393,100 918,900 4.8
United States(4) 160,320,000 153,337,000 6,982,000 4.4
2018
City of South San Francisco 39,200 38,300 900 2.3%
San Mateo County 454,900 444,900 10,000 2.2
State of California 19,398,200 18,582,800 815,400 4.2
United States(4) 162,075,000 155,761,000 6,314,000 3.9
2019
City of South San Francisco 40,000 39,100 900 2.3%
San Mateo County 460,000 450,600 9,400 2.0
State of California 19,411,600 18,627,400 784,200 4.0
United States(4) 163,539,000 157,538,000 6,001,000 3.7
2020
City of South San Francisco 38,600 35,200 3,400 8.9%
San Mateo County 433,900 404,100 29,700 6.9
State of California 18,821,200 16,913,100 1,908,100 10.1
United States(4) 160,742,000 147,798,000 12,947,000 8.1
(1) Includes persons involved in labor-management trade disputes.
(2) Includes all persons without jobs who are actively seeking work.
(3) The unemployment rate is computed from unrounded data; therefore, it may differ from rates computed from rounded
figures in this table.
(4) Not strictly comparable with data for prior years.
Note: Data is not seasonally adjusted.
Source: California Employment Development Department, based on March 2020 benchmark and U.S. Department of Labor,
Bureau of Labor Statistics.
The table below summarizes employment by industry in San Mateo County from 2015 to 2019.
Service Providing, Professional and Business Services and Trade, Transportation and Utilities are the largest
employment sectors in the County.
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AVERAGE ANNUAL INDUSTRY EMPLOYMENT 2015-2019
San Mateo County
2015 2016 2017 2018 2019
Total Farm 1,900 1,900 1,800 1,600 1,600
Total Nonfarm 1,038,900 1,080,300 1,104,600 1,137,300 1,178,100
Total, All Industries 1,040,800 1,082,200 1,106,500 1,138,900 1,179,600
Goods Producing 72,500 76,900 79,300 81,500 83,000
Natural Resources, Mining and
Construction
36,100 38,700 39,900 42,500 43,800
Manufacturing 36,400 38,200 39,400 39,000 39,200
Service Providing 966,400 1,003,400 1,025,300 1,055,900 1,095,100
Trade, Transportation and Utilities 142,600 147,600 151,300 154,100 154,400
Wholesale Trade 25,600 25,900 26,100 26,500 26,000
Retail Trade 80,800 81,100 81,200 80,300 78,100
Transportation, Warehousing and
Utilities
142,600 147,600 151,300 154,100 154,400
Information 70,300 76,600 85,400 97,100
Financial Activities 77,300 80,400 80,900 83,200 86,200
Professional and Business Services 251,900 262,100 267,200 277,900 291,000
Educational and Health Services 129,900 133,400 136,000 138,900 145,100
Leisure and Hospitality 137,100 141,400 142,400 143,600 147,700
Other Services 40,000 40,700 41,100 41,400 41,600
Government 124,400 147,700 129,900 131,400 132,000
Note: The “Total, All Industries” data is not directly comparable to the employment data found herein.
Source: State of California, Employment Development Department, Labor Market Information Division, San Mateo County
Annual Average Labor Force and Industry Employment, March 2018 Benchmark.
Industry
The following tables list the largest private and public employers in the City:
MAJOR EMPLOYERS
City of South San Francisco
2020
Rank Name of Business Employees Type of Business
1. Genentech Inc. 8,632 Pharmaceutical
2. Costco Wholesale (3 stores) 834 Retail
3. Life Technologies Corporation 622 Biotechnology
4. Goodwill Industries of SF, SA 607 Non-Profit Entity
5. Amgen San Francisco LLC 500 Biotechnology/ Pharmaceutical
6. MRL San Francisco LLC (2 locations) 317 Biotechnology
7. ZS Associates, Inc. 317 Consultant Management
8. Amazon.com Services, Inc. 291 Online Retailer
9. BIT SSF Miller Cypress LLC DBA Cadence 260 Residential Developer
10. Alvah Contractors 250 Construction Contractor
Source: City of South San Francisco, Comprehensive Annual Financial Report, Fiscal Year Ending June 30, 2020.
Transportation
The City is accessible via various modes of transportation. Several Bay Area Rapid Transit (BART)
stations are located in the City, providing rapid transit service to other cities in the San Francisco Bay area.
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The City is linked by Caltrain, a commuter rail, which runs from the San Jose area through the City and to the
City of San Francisco. A ferry service runs from the Oyster Point Marina in the City to the east San Francisco
Bay (cities of Oakland and Alameda). The City is intersected by two major freeways – U.S. Route 101 and
Interstate 280. The City is located directly to the north of the San Francisco International Airport (SFO).
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APPENDIX B
SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS
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APPENDIX C
COMPREHENSIVE ANNUAL FINANCIAL REPORT
OF THE CITY FOR THE FISCAL YEAR ENDED JUNE 30, 2020
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APPENDIX D
PROPOSED FORM OF BOND COUNSEL OPINION
[Closing Date]
City of South San Francisco Public Facilities Financing Authority
South San Francisco, California
Re: $________ City of South San Francisco Public Facilities Financing Authority (Community
Civic Campus and Multiple Capital Projects) Lease Revenue Bonds, Series 2021A
Ladies and Gentlemen:
We have acted as bond counsel to the City of South San Francisco Public Facilities Financing
Authority (the “Authority”) in connection with the issuance by the Authority of $________ City of South San
Francisco Public Facilities Financing Authority (Community Civic Campus and Multiple Capital Projects)
Lease Revenue Bonds, Series 2021A (the “Bonds”), pursuant to the provisions of Article 4 (commencing with
Section 6584) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the “Bond Law”), and
pursuant to an Indenture, dated as of March 1, 2020 (the “Original Indenture”), as amended and supplemented
by the First Supplemental Indenture, dated as of June 1, 2021 (“the First Supplemental Indenture” and together
with the Original Indenture, the “Indenture”), each by and among the Authority, the City of South San
Francisco (the “City”) and The Bank of New York Mellon Trust Company, N.A., as Trustee. The Bonds will
be principally secured by lease payments to be made by the City pursuant to a Lease Agreement, dated as of
March 1, 2020 (the “Original Lease Agreement”), as amended and supplemented by the First Amendment to
Lease Agreement, dated as of June 1, 2021 (the “First Amendment to Lease Agreement” and together with the
Original Lease Agreement, the “Lease”), by and between the Authority and the City. We have examined the
law and such certified proceedings and other documents, agreements, opinions and matters as we deem
necessary to render this opinion. This opinion is based on current statutory and constitutional law and
published court decisions as of the date hereof. Capitalized terms used herein and not otherwise defined shall
have the meaning ascribed thereto in the Indenture.
As to questions of fact material to our opinion, we have relied upon representations of the Authority
contained in the Indenture and in the certified proceedings and certifications of public officials and others
furnished to us, without undertaking to verify the same by independent investigation.
We have assumed the genuineness of all documents and signatures presented to us, the authenticity of
documents submitted as originals and the conformity to originals of documents submitted as copies. We have
not undertaken to verify independently, and have assumed, the accuracy of the factual matters represented,
warranted or certified in the documents, and of the legal conclusions contained in the opinions referred to in
the preceding paragraphs of this opinion. Furthermore, we have assumed compliance with all covenants and
agreements contained in the Indenture, the Lease and the Ground Lease. We call attention to the fact that the
rights and obligations under the Bonds, the Indenture, the Lease, the Ground Lease, the Assignment
Agreement and the Tax Certificate may be limited by bankruptcy, insolvency, reorganization, arrangement,
fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, by the application
of equitable principles and the exercise of judicial discretion in appropriate cases and by the limitations on
legal remedies against cities and public agencies in the State of California.
We express no opinion herein with respect to any indemnification, contribution, choice of law, choice
of forum, penalty or waiver provisions contained in the Bonds, the Indenture, the Lease, the Ground Lease or
the Assignment Agreement; nor do we express any opinion with respect to the state or quality of title to any of
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the real or personal property described in the Lease or the Ground Lease, or the accuracy or sufficiency of the
description contained therein, or the remedies available to enforce liens on, any such property contained
therein.
Based upon the foregoing we are of the opinion, under existing law, as follows:
1. The Authority is a joint exercise of powers authority duly organized and validly existing
under the laws of the State of California with the full power to enter into the Indenture and the Lease, to
perform the agreements on its part contained therein and to issue the Bonds.
2. The First Supplemental Indenture and the First Amendment to Lease Agreement have each
been duly authorized and approved by the Authority and the Indenture and the Lease constitute the valid and
binding obligations of the Authority enforceable against the Authority in accordance with their respective
terms. The Indenture creates a valid pledge of the Base Rental Payments and other moneys pledged under the
Indenture, subject to the provisions of the Indenture.
3. The First Supplemental Indenture and the First Amendment to Lease Agreement have each
been duly authorized and approved by the City and the Indenture and the Lease constitute the valid and
binding obligations of the City enforceable against the City in accordance with their respective terms.
4. The Bonds have been duly and validly authorized by the Authority and are legal, valid and
binding limited obligations of the Authority, enforceable in accordance with their terms and the terms of the
Indenture. The Bonds are limited obligations of the Authority payable solely from the Base Rental Payments
and other moneys pledged under the Indenture as provided in the Indenture, but are not a debt of the City, the
State of California or any other political subdivision thereof within the meaning of any constitutional or
statutory limitation, and, neither the faith and credit nor the taxing power of the City, the State of California, or
any of its political subdivisions is pledged for the payment thereof. The Authority has no taxing power.
5. Under existing statutes, regulations, rulings and judicial decisions, interest (and original issue
discount) on the Bonds is excluded from gross income for federal income tax purposes and is not an item of
tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals.
6. Interest (and original issue discount) on the Bonds is exempt from personal income taxes
imposed in the State of California.
7. The difference between the issue price of a Bond (the first price at which a substantial amount
of the Bonds of a maturity is to be sold to the public) and the stated redemption price at maturity with respect
to such Bond constitutes original issue discount. Original issue discount accrues under a constant yield
method, and original issue discount will accrue to a Bond Owner before receipt of cash attributable to such
excludable income. The amount of original issue discount deemed received by a Bond Owner will increase the
Bond Owner’s basis in the applicable Bond. Original issue discount that accrues to the Bond Owner is
excluded from the gross income of such owner for federal income tax purposes, is not an item of tax
preference for purposes of calculating the federal alternative minimum tax imposed on individuals (as
described in paragraph 5 above) and is exempt from State of California personal income tax.
8. The amount by which a Bond Owner’s original basis for determining loss on sale or exchange
in the applicable Bond (generally the purchase price) exceeds the amount payable on maturity (or on an earlier
call date) constitutes amortizable Bond premium which must be amortized under Section 171 of the Code;
such amortizable Bond premium reduces the Bond Owner’s basis in the applicable Bond (and the amount of
tax-exempt interest received), and is not deductible for federal income tax purposes. The basis reduction as a
result of the amortization of Bond premium may result in a Bond Owner realizing a taxable gain when a Bond
is sold by the owner for an amount equal to or less (under certain circumstances) than the original cost of the
Bond to the owner.
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The opinions expressed in paragraphs (5) and (7) above as to the exclusion from gross income for
federal income tax purposes of interest (and original issue discount) on the Bonds are subject to the condition
that the Authority and the City comply with all requirements of the Internal Revenue Code of 1986, as
amended (the “Code”), that must be satisfied subsequent to the issuance of the Bonds to assure that such
interest (and original issue discount) will not become includable in gross income for federal income tax
purposes. Failure to comply with such requirements of the Code might cause interest (and original issue
discount) on the Bonds to be included in gross income for federal income tax purposes retroactive to the date
of issuance of the Bonds. The Authority and the City have covenanted to comply with all such requirements.
Except as set forth in paragraphs (5), (6), (7) and (8) above, we express no opinion as to any tax consequences
related to the Bonds.
Certain requirements and procedures contained or referred to in the Indenture, the Lease and Tax
Certificate may be changed, and certain actions may be taken, under the circumstances and subject to the terms
and conditions set forth in the Indenture, the Lease and Tax Certificate, upon the advice or with the approving
opinion of counsel nationally recognized in the area of tax-exempt obligations. We express no opinion as to
the effect on the exclusion of interest on the Bonds from gross income for federal income tax purposes on and
after the date on which any such change occurs or action is taken upon the advice or approval of counsel other
than Stradling Yocca Carlson & Rauth, a Professional Corporation.
Our opinion is limited to matters governed by the laws of the State of California and federal law. We
assume no responsibility with respect to the applicability or the effect of the laws of any other jurisdiction.
The opinions expressed herein are based upon an analysis of existing statutes, regulations, rulings and
judicial decisions and cover certain matters not directly addressed by such authorities. We call attention to the
fact that the foregoing opinions may be affected by actions taken (or not taken) or events occurring (or not
occurring) after the date hereof. We have not undertaken to determine, or to inform any person, whether such
actions or events are taken (or not taken) or do occur (or do not occur). Our engagement with respect to the
Bonds terminates upon their issuance, and we disclaim any obligation to update the matters set forth herein.
We express no opinion herein as to the accuracy, completeness or sufficiency of the Official
Statement or other offering material relating to the Bonds, nor do we express any opinion with respect to the
state or quality of title to any of the real or personal property described in the Indenture or the Lease, or the
accuracy or sufficiency of the description of any such property contained therein. We expressly disclaim any
duty to advise the owners of the Bonds with respect to the matters contained in the Official Statement and any
other offering material relating to the Bonds.
We have not made or undertaken to make an investigation of the state of title to any of the real
property described in the Lease or of the accuracy or sufficiency of the description of such property contained
therein, and we express no opinion with respect to such matters.
Respectfully submitted,
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APPENDIX E
FORM OF CONTINUING DISCLOSURE AGREEMENT
This Continuing Disclosure Agreement, dated as of June 1, 2021 (the “Disclosure Agreement”) is by
and between the City of South San Francisco (the “City”) and Willdan Financial Services (the “Dissemination
Agent”), in connection with the issuance of the South San Francisco Public Facilities Financing Authority’s
(the “Authority”) $________ (Community Civic Campus and Multiple Capital Projects) Lease Revenue
Bonds, Series 2021A (the “Bonds”).
WHEREAS, the Bonds are being issued pursuant to an Indenture, dated as of March 1, 2020, as
amended and supplemented by the First Supplemental Indenture dated as of June 1, 2021 (together, the
“Indenture”), by and among the Authority, the City and The Bank of New York Mellon Trust Company, N.A.,
as trustee (the “Trustee”).
WHEREAS, the Bonds are payable from the base rental payments to be made by the City under the
Lease Agreement, dated as of March 1, 2020, as amended and supplemented by the First Amendment to Lease
Agreement, dated as of June 1, 2021 (as amended, the “Lease Agreement”), between the City, as lessee, and
the Authority, as lessor; and
WHEREAS, this Disclosure Agreement is being entered into by the City for the benefit of the Owners
and Beneficial Owners of the Bonds and in order to assist the Underwriters in complying with the Rule
(defined below).
NOW, THEREFORE, the City and the Dissemination Agent agree as follows:
SECTION 1. Definitions. In addition to the definitions set forth in the Indenture, which apply to any
capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the following
capitalized terms shall have the following meanings:
“Annual Report” shall mean any Comprehensive Annual Financial Report provided by the City
pursuant to, and as described in, Sections 2 and 3 of this Disclosure Agreement.
“Beneficial Owner” shall mean any person which (a) has the power, directly or indirectly, to vote or
consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through
nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income
tax purposes.
“Disclosure Representative” shall mean the City Manager of the City, the Director of Finance of the
City, or their designee, or such other officer or employee as the City shall designate in writing from time to
time.
“Dissemination Agent” shall mean Willdan Financial Services, or any successor Dissemination Agent
designated in writing by the City and which has filed with the City a written acceptance of such designation.
“Financial Obligation” means a (a) debt obligation; (b) derivative instrument entered into in
connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or
(c) guarantee of (a) or (b). The term “Financial Obligation” shall not include municipal securities as to which a
final official statement has been provided to the MSRB consistent with the Rule.
“Listed Events” shall mean any of the events listed in Section 4(a) and (b) of this Disclosure
Agreement.
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“MSRB” shall mean the Municipal Securities Rulemaking Board, which has been designated by the
Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule,
or any other repository of disclosure information that may be designated by the Securities and Exchange
Commission as such for purposes of the Rule in the future.
“Official Statement” shall mean the Official Statement relating to the Bonds, dated May__, 2021.
“Repository” shall mean the Electronic Municipal Market Access system of the Municipal Securities
Rulemaking Board, which can be found at http://emma.msrb.org.
“Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as the same may be amended from time to time.
“State” shall mean the State of California.
“Underwriters” shall mean the original Underwriters of the Bonds required to comply with the Rule in
connection with the offering of the Bonds.
SECTION 2. Provision of Annual Reports.
(a) The City shall, or shall cause the Dissemination Agent, not later than March 31 following the
end of the City’s fiscal year (which presently ends on June 30) (the “Annual Report Date”), commencing with
the report for the fiscal year ending June 30, 2021, provide to the MSRB an Annual Report which is consistent
with the requirements of Section 3 of this Disclosure Agreement. The Annual Report shall be provided to the
MSRB in an electronic format as prescribed by the MSRB and shall be accompanied by identifying
information as prescribed by the MSRB. The Annual Report may be submitted as a single document or as
separate documents comprising a package, and may include by reference other information as provided in
Section 3 of this Disclosure Agreement; provided that the audited financial statements of the City may be
submitted separately from and later than the balance of the Annual Report if they are not available by the date
required above for the filing of the Annual Report.
The Annual Report shall be provided at least annually notwithstanding any fiscal year longer than 12
calendar months. The City’s fiscal year is currently effective from July 1 to the immediately succeeding
June 30 of the following year. The City will promptly notify the MSRB and the Dissemination Agent (if other
than the City) of a change in the fiscal year dates. The City shall provide a written certification with each
Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the
Annual Report required to be furnished by it hereunder. The Dissemination Agent may conclusively rely upon
such certification of the City and shall have no duty or obligation to review such Annual Report.
(b) If by five (5) Business Days prior to the Annual Report Date, the Dissemination Agent (if
other than the City) has not received a copy of the Annual Report, the Dissemination Agent shall notify the
City of such non-receipt.
(c) If the Dissemination Agent is unable to verify that an Annual Report has been provided to the
MSRB by the Annual Report Date, the Dissemination Agent shall provide in a timely manner to the MSRB
(with a copy to the Trustee and the Underwriters) a notice, in substantially the form attached as Exhibit A.
(d) Unless the City has done so pursuant to Section 3(a) above, the Dissemination Agent (if other
than the City) shall:
(i) determine each year prior to the Annual Report Date the then-applicable rules and
electronic format prescribed by the MSRB for the filing of annual continuing disclosure reports; and
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(ii) if the Dissemination Agent is other than the City, file a certificate with the City to the
effect that the Annual Report has been provided pursuant to this Disclosure Agreement, stating, to the extent it
can confirm such filing of the Annual Report, the date it was provided.
SECTION 3. Content of Annual Reports. The City’s Annual Report shall contain or include by
reference the following:
(a) The City’s audited financial statements, prepared in accordance with generally accepted
auditing standards for municipalities in the State of California. If the City’s audited financial statements are
not available by the time the Annual Report is required to be filed pursuant to Section 2(a), the Annual Report
shall contain unaudited financial statements in a format similar to the financial statements contained in the
final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual
Report when they become available.
(b) Numerical and tabular information for the immediately preceding Fiscal Year of the type
contained in Appendix A to the Official Statement, in the following charts and tables: Tables 1 through 3, 5
and 6. With respect to Table 1, the adopted budget for the fiscal year during which the Annual Report is filed
need not be reported.
Financial information relating to the City referenced in this Section 3 may be updated from time to
time, and such updates may involve displaying data in a different format or table or eliminating data that is no
longer available.
Any or all of the items listed above may be included by specific reference to other documents,
including official statements of debt issues of the City or related public entities, which have been submitted to
the MSRB or the Securities and Exchange Commission. If the document included by reference is a final
official statement, it must be available from the MSRB. The City shall clearly identify each such other
document so included by reference.
SECTION 4. Reporting of Significant Events.
(a) Pursuant to the provisions of this Section 4, the City shall give, or cause to be given, notice of
the occurrence of any of the following events with respect to the Bonds in a timely manner not more than ten
(10) business days after the event:
1. Principal and interest payment delinquencies;
2. Unscheduled draws on debt service reserves reflecting financial difficulties;
3. Unscheduled draws on credit enhancements reflecting financial difficulties;
4. Substitution of credit or liquidity providers, or their failure to perform;
5. Issuance by the Internal Revenue Service of proposed or final determination of
taxability or of a Notice of Proposal Issue (IRS Form 5701-TEB);
6. Tender Offers;
7. Defeasances;
8. Rating changes;
9. Bankruptcy, insolvency, receivership or similar proceedings; and
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Note: For the purposes of the event identified in subparagraph (9), the event is considered to occur
when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated
person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law
in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or
business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governmental
body and officials or officers in possession but subject to the supervision and orders of a court or governmental
authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or business of the
obligated person.
10. Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a Financial Obligation of the obligated person, any
of which reflect financial difficulties.
(b) Pursuant to the provisions of this Section 4, the City shall give, or cause to be given, notice of
the occurrence of any of the following events with respect to the Bonds, if material, in a timely manner not
more than ten (10) business days after occurrence:
1. unless described in Section 4(a)(5), adverse tax opinions or other material notices or
determinations by the Internal Revenue Service with respect to the tax status of the Bonds or other material
events affecting the tax status of the Bonds;
2. modifications to the rights of Bondholders;
3. bond calls;
4. release, substitution or sale of property securing repayment of the Bonds;
5. non-payment related defaults;
6. the consummation of a merger, consolidation, or acquisition involving the City or the
Authority or the sale of all or substantially all of the assets of the City or the Authority, other than in the
ordinary course of business, the entry into a definitive agreement to undertake such an action or the
termination of a definitive agreement relating to any such actions, other than pursuant to its terms;
7. appointment of a successor or additional trustee or the change of the name of a
trustee; and
8. incurrence of a Financial Obligation of the obligated person, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the
obligated person, any of which affect Bond Owners.
(c) If the City determines that knowledge of the occurrence of a Listed Event under subsection
(b) would be material under applicable federal securities laws, and if the Dissemination Agent is other than the
City, the City shall promptly notify the Dissemination Agent in writing. Such notice shall instruct the
Dissemination Agent to file a notice of such occurrence with the MSRB in an electronic format as prescribed
by the MSRB in a timely manner not more than ten (10) Business Days after the event.
(d) If the City determines that the Listed Event under subsection (b) would not be material under
applicable federal securities laws and if the Dissemination Agent is other than the City, the City shall so notify
the Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrence.
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(e) The City hereby agrees that the undertaking set forth in this Disclosure Agreement is the
responsibility of the City and, if the Dissemination Agent is other than the City, the Dissemination Agent shall
not be responsible for determining whether the City’s instructions to the Dissemination Agent under this
Section 5 comply with the requirements of the Rule.
SECTION 5. Identifying Information for Filings with the MSRB. All documents provided to the
MSRB under this Disclosure Agreement shall be accompanied by identifying information as prescribed by the
MSRB.
SECTION 6. Termination of Reporting Obligation. The obligations of the City, the Trustee and the
Dissemination Agent under this Disclosure Agreement shall terminate upon the legal defeasance, prior
redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the
Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under
Section 4(c).
SECTION 7. Dissemination Agent. The City may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may
discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The
Dissemination Agent shall not be responsible in any manner for the form or content of any notice or report
prepared by the City pursuant to this Disclosure Agreement. The Dissemination Agent may resign by
providing thirty days written notice to the City and the Trustee. The Dissemination Agent shall not be
responsible for the content of any report or notice prepared by the City and shall have no duty to review any
information provided to it by the City. The Dissemination Agent shall have no duty to prepare any
information report nor shall the Dissemination Agent be responsible for filing any report not provided to it by
the City in a timely manner and in a form suitable for filing.
SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure
Agreement, the City may amend this Disclosure Agreement, and any provision of this Disclosure Agreement
may be waived, provided that, in the opinion of nationally recognized bond counsel, such amendment or
waiver is permitted by the Rule; provided, the Dissemination Agent shall have first consented to any
amendment that modifies or increases its duties or obligations hereunder. In the event of any amendment or
waiver of a provision of this Disclosure Agreement, the City shall describe such amendment in the next
Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or
waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of
financial information or operating data being presented by the City. In addition, if the amendment relates to the
accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given
in the same manner as for a Listed Event under Section 4(c), and (ii) the Annual Report for the year in which
the change is made shall present a comparison (in narrative form and also, if feasible, in quantitative form)
between the financial statements as prepared on the basis of the new accounting principles and those prepared
on the basis of the former accounting principles.
SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to
prevent the City from disseminating any other information, using the means of dissemination set forth in this
Disclosure Agreement or any other means of communication, or including any other information in any
Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this
Disclosure Agreement. If the City chooses to include any information in any Annual Report or notice of
occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement,
the City shall have no obligation under this Disclosure Agreement to update such information or include it in
any future Annual Report or notice of occurrence of a Listed Event.
SECTION 10. Default. In the event of a failure of the City to comply with any provision of this
Disclosure Agreement, any Owners or Beneficial Owner of the Bonds may take such actions as may be
necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City
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to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement
shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure
Agreement in the event of any failure of the City to comply with this Disclosure Agreement shall be an action
to compel performance.
No Bond Owner or Beneficial Owner may institute such action, suit or proceeding to compel
performance unless they shall have first delivered to the City satisfactory written evidence of their status as
such, and a written notice of and request to cure such failure, and the City shall have refused to comply
therewith within a reasonable time.
SECTION 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent
shall have only such duties as are specifically set forth in this Disclosure Agreement, and the City agrees, to
the extent permitted by law, to indemnify and save the Dissemination Agent, its officers, directors, employees
and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the
exercise or performance of its powers and duties hereunder, including the costs and expenses (including
attorney’s fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination
Agent’s negligence or willful misconduct. The Dissemination Agent shall also be entitled to any further
protections and limitations from liability afforded to the Trustee under the Indenture as if such provisions were
fully set forth herein. The Dissemination Agent shall be paid compensation by the City for its services
provided hereunder in accordance with its schedule of fees as amended from time to time and all expenses,
legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties
hereunder. In performing its duties hereunder, the Dissemination Agent shall not be deemed to be acting in
any fiduciary capacity for the City, the Bond Owners, or any other party. The obligations of the City under
this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.
SECTION 12. Notices. Any notices or communications to or among any of the parties to this
Disclosure Agreement may be given as follows:
City: City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Attention: City Manager
Dissemination Agent: Willdan Financial Services
27368 Via Industria, Suite 200
Temecula, California 92590
Attention: Federal Compliance Group
SECTION 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the City,
the Dissemination Agent, if any, the Underwriters and Owners and Beneficial Owners from time to time of the
Bonds, and shall create no rights in any other person or entity.
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SECTION 14. Signature. This Disclosure Agreement has been executed by the undersigned on the
date hereof, and such signature binds the City to the undertaking herein provided.
CITY OF SOUTH SAN FRANCISCO
By:
City Manager
WILLDAN FINANCIAL SERVICES, as Dissemination
Agent
By:
Authorized Officer
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EXHIBIT A
NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD
OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: South San Francisco Public Facilities Financing Authority
Name of Issue: South San Francisco Public Facilities Financing Authority (Community Civic
Campus and Multiple Capital Projects) Lease Revenue Bonds, Series 2021A
Date of Issuance: May __, 2021
NOTICE IS HEREBY GIVEN that the City of South San Francisco (the “City”) has not provided an
Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Agreement,
dated as of June 1, 2021, by and between the City and Willdan Financial Services. [The City anticipates that
the Annual Report will be filed by __________.]
Dated: __________
[DISSEMINATION AGENT]
By: _______________________
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APPENDIX F
BOOK-ENTRY ONLY SYSTEM
The information in this section concerning DTC and DTC’s book-entry only system has been obtained from
sources that the Authority believes to be reliable, but the Authority takes no responsibility for the completeness or
accuracy thereof. The following description of the procedures and record keeping with respect to beneficial
ownership interests in the Series 2021A Bonds, payment of principal, premium, if any, accreted value and interest
on the Series 2021A Bonds to DTC Participants or Beneficial Owners, confirmation and transfers of beneficial
ownership interests in the Series 2021A Bonds and other related transactions by and between DTC, the DTC
Participants and the Beneficial Owners is based solely on information provided by DTC.
1. The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the
Series 2021A Bonds (the “Securities”). The Securities will be issued as fully-registered securities registered in the
name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized
representative of DTC. One fully-registered Security certificate will be issued for each maturity of the Securities in
the aggregate principal amount of such maturity, and will be deposited with DTC. If, however, the aggregate
principal amount of any issue exceeds $500 million, one certificate will be issued with respect to each $500 million
of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of
such issue.
2. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under
the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform
Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S.
equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that
DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among
Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized
book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical
movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned
subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC,
National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered
clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also
available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and
clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly
or indirectly (“Indirect Participants”). DTC has Standard & Poor’s highest rating: “AA+.” The DTC Rules
applicable to its Participants are on file with the Securities and Exchange Commission. More information about
DTC can be found at www.dtcc.com and www.dtc.org.
3. Purchases of Securities under the DTC system must be made by or through Direct Participants,
which will receive a credit for the Securities on DTC’s records. The ownership interest of each actual purchaser of
each Security (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records.
Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are,
however, expected to receive written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into
the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the
books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive
certificates representing their ownership interests in Securities, except in the event that use of the book-entry system
for the Securities is discontinued.
4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are
registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an
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authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede &
Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the
actual Beneficial Owners of the Securities; DTC’s records reflect only the identity of the Direct Participants to
whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and
Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.
5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be
governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from
time to time. Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them of
notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed
amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that
the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners.
In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that
copies of notices be provided directly to them.
6. Redemption notices shall be sent to DTC. If less than all of the Securities within a maturity are
being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such
maturity to be redeemed.
7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to
Securities unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual
procedures, DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date. The Omnibus
Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Securities are
credited on the record date (identified in a listing attached to the Omnibus Proxy).
8. Principal, redemption price and interest payments on the Securities will be made to Cede & Co., or
such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct
Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Authority or the
Paying Agent, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by
Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case
with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the
responsibility of such Participant and not of DTC, the Paying Agent, or the Authority, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of principal, redemption price and interest
payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the
responsibility of the Authority or the Paying Agent, disbursement of such payments to Direct Participants will be the
responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of
Direct and Indirect Participants.
9. If applicable, a Beneficial Owner shall give notice to elect to have its Securities purchased or
tendered, through its Participant, to tender/remarketing agent, and shall effect delivery of such Securities by causing
the Direct Participant to transfer the Participant’s interest in the Securities, on DTC’s records, to tender/remarketing
agent. The requirement for physical delivery of Securities in connection with an optional tender or a mandatory
purchase will be deemed satisfied when the ownership rights in the Securities are transferred by Direct Participants
on DTC’s records and followed by a book-entry credit of tendered Securities to tender/remarketing agent’s DTC
account.
10. DTC may discontinue providing its services as depository with respect to the Securities at any
time by giving reasonable notice to the Authority or the Paying Agent. Under such circumstances, in the event that
a successor depository is not obtained, Security certificates are required to be printed and delivered.
11. The Authority may decide to discontinue use of the system of book-entry-only transfers through
DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered to DTC.
Presentation to City CouncilSouth San Francisco Public Facilities Financing Authority(Community Civic Campus Phase II, Streets, Solar)Lease Revenue Bonds, Series 2021AJanet Salisbury, Director of Finance12 MAY 2021
Series 2021A - Lease Revenue BondsIssued through JPA (City of South San Francisco Public Facilities Financing Authority)– SSF JPA has power to issue bonds without a vote of the electorateReal Property pledged for both Series 2020A and Series 2021A financing: Asset seizure of real property is highly unlikelySeries 2021A will fund:– Portion of Community Civic Campus (Phase II): $76 million– Street Paving Program: $24 million– Solar Roof (Civic Campus + Corporation Yard): $4 million 2‒ Orange Memorial Park ‒ Fire Station #61‒ Miller Street Garage ‒ Fire Station #64‒ City Hall ‒ Public Works Corporation Yard‒ City Hall Annex ‒ City Senior Center (Magnolia Center)‒ Westborough Park
Funding the Civic Campus3* Includes $2 million for Community Civic Campus solar roof; does not include additional $2 million for Corporation Yard solar roof.Description Pre-Construction Phase I: Police StationPhase II: Library, P&R, Council*TOTALEstimated Cost $ 34,000,000 $ 56,800,000 $ 103,000,000 $ 193,800,000Sources of FundsMonies Already Spent (6/30/2020)24,569,552 24,569,552 Bond Proceeds53,800,000 78,000,000 131,800,000Measure W / Other Cash9,430,44818,455,000 27,885,448Asset Seizure2,000,000 2,000,000 Public Safety Impact Fee1,000,000 1,000,000 PEG Funds1,100,000 1,100,000 Childcare/Library Improvement490,000 490,000 Library – Project READ255,000 255,000 Fundraising4,700,000 4,700,000 TOTAL $ 34,000,000 $ 56,800,000 $ 101,000,000 $ 193,800,000
Series 2021A Financing Team4Role FirmIssuerSSF Public Facilities Financing AuthorityMunicipal AdvisorSperry CapitalBond Counsel / Disclosure CounselStradling Yocca Carlson & RauthUnderwriterStifel (Senior Manager)Citi (Co-Manager)Underwriter’s CounselQuint & ThimmigBond Trustee / Paying AgentBNY MellonCredit Rating AgencyStandard & Poor’s
Series 2021A – Required Documents1stAmendment to Ground Lease Agreement between City and Authority– City agrees to lease certain properties to Authority 1stAmendment to Lease Agreement between City and Authority– Authority agrees to lease properties back to City in exchange for “rental payments”1stAmendment to Assignment Agreement between Authority and Trustee (BNY Mellon)– Authority assigns certain rights under the Lease Agreement to BNY Mellon to receive rental payments1stSupplemental Indenture between City, Authority and Trustee– Governs key terms of the 2020A/2021A Bonds – Repayment dates, redemption terms, interest rate, rights and remedies, etc.Bond Purchase Agreement between City, Authority and Underwriters (Stifel and Citi)– Governs key terms of the 2021A Bonds Disclosure Document: Official Statement5
Series 2021A Rating TBDCredit rating agencies provide independent appraisal of the credit quality and likelihood of timely repayment of a bond issueHigher the Credit Rating = Lower the Interest Rate (Borrowing Cost)Lease Revenue Bonds generally one notch lower than issuer credit rating = AAACredit Considerations– Overall financial health of City– Measure W sales tax revenue– Future growth projections and stress tests on financial projections– Pension/OPEB liability6AAAAA+AA AA- A+ A A- BBB+ BBB BBB-
7Key Milestones - 2021May 12 – Council Approval of Legal Documents / POSMay 12 – JPA Approval of Legal Documents / POSCouncil / JPA ApprovalJune 17 – Bond proceeds received by CityClosingMay 14 – POS circulated to InvestorsMay 25 – Pricing of BondsMarketing / Pricing of BondsApril 29 – Rating Agency Presentation to S&PMay 10 – Ratings ReleasedRatings Process
Good Faith EstimatesPrincipal (Par) Amount = $88.4 million– Premium Bond StructureTrue Interest Cost = 2.50% (includes 0.25% cushion)Cost of Issuance = $300,000Average Annual Debt Service = $5.7 million (Total debt service = $141.4 million)8
$- $2,500,000 $5,000,000 $7,500,000 $10,000,000 $12,500,000 $15,000,000 $17,500,000 $20,000,000 $22,500,000FY19 Measure W Receipts = $12.6 millionFY20 Measure W Receipts = $11.7 millionSERIES 2020A – Police StationSERIES 2021A – Community Civic Campus, Streets and SolarMeasure W Revenues vs. Debt Service Measure W Projected Revenues9
Projected Cash Flow DetailDateEstimated SalesTax Receipts(Measure W)1Phase I: Debt Service (Police Station)Phase II: Debt Service (Community Civic Campus, Street and Solar)2Capital Project DirectorRemainingMeasure W Funds6/30/21 $11,704,090 $2,767,200 $350,000 $8,586,8906/30/22 11,704,090 2,765,450 5,652,263 357,000 2,929,377 6/30/23 11,704,090 2,766,450 5,654,200 364,140 2,919,300 6/30/24 11,704,090 2,764,950 5,656,000 371,423 2,911,717 6/30/25 12,055,213 2,765,950 5,654,200 3,635,0636/30/26 12,416,869 2,764,200 5,653,800 3,998,869 6/30/27 12,789,375 2,764,700 5,654,600 4,370,075 6/30/28 13,173,056 2,762,200 5,656,400 4,754,456 6/30/29 13,568,248 2,764,800 5,654,000 5,149,448 6/30/30 13,975,296 2,765,200 5,657,400 5,552,696 1Assumes no growth in sales tax receipts from FY 2021 – 2024 and 3.00% CAGR thereafter2Assumes all-in total interest cost of 2.53%.10
QUESTIONS11
City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:21-361 Agenda Date:5/12/2021
Version:1 Item #:11a.
Resolution of the City of South San Francisco Authorizing the Execution and Delivery of a First Amendment to
Ground Lease,First Amendment to Lease Agreement,First Supplemental Indenture,Continuing Disclosure
Agreement and Bond Purchase Agreement in Connection with the Issuance of the City of South San Francisco
Public Facilities Financing Authority (Community Civic Campus and Multiple Capital Projects)Lease Revenue
Bonds,Series 2021A,Approving the Issuance of Such Bonds in an Aggregate Principal Amount of Not to
Exceed $110,000,000,Authorizing the Distribution of an Official Statement in Connection with the Offering
and Sale of such Bonds and Authorizing the Execution of Necessary Documents and Certificates and Related
Actions.
WHEREAS,the City of South San Francisco,California (the “City”)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 (the “State”); and
WHEREAS,in order to finance certain public facilities and improvements of the City,the City of South
San Francisco Public Facilities Financing Authority (the “Authority”)has issued its City of South San
Francisco Public Facilities Financing Authority (Police Station Project)Lease Revenue Bonds,Series 2020A
(the “2020A Bonds”)pursuant to an Indenture,dated as of March 1,2020 (the “2020 Indenture”),by and
among the City, the Authority and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”); and
WHEREAS,in connection with the issuance of the 2020A Bonds,the Authority and the City entered
into a Ground Lease dated as of March 1,2020 (the “2020 Ground Lease”),pursuant to which the City leased
to the Authority certain real property and the improvements thereon (the “Existing Leased Assets”),and a Lease
Agreement,dated as of March 1,2020,(the “2020 Lease Agreement”)pursuant to which the Authority
subleased the Existing Leased Assets to the City; and
WHEREAS,the City desires to issue a series of Additional Bonds (as defined in the 2020 Indenture)to
finance the costs of the acquisition,construction and/or installation of additional City facilities,consisting of a
new City library,council chamber,parks and recreation facilities,and a community theater to be located within
the City’s new civic center campus,street and roadway improvements located within the City,solar panels to be
located on City property and related improvements, facilities and equipment (the “Project”); and
WHEREAS,the Authority and the City have determined that it would be in the best interests of the City
and residents of the City to authorize the preparation,sale and delivery of the “City of South San FranciscoCity of South San Francisco Printed on 7/14/2021Page 1 of 5
powered by Legistar™
File #:21-361 Agenda Date:5/12/2021
Version:1 Item #:11a.
and residents of the City to authorize the preparation,sale and delivery of the “City of South San Francisco
Public Facilities Financing Authority (Community Civic Campus and Multiple Capital Projects)Lease Revenue
Bonds, Series 2021A” (the “Bonds”) for the purpose of financing the Project; and
WHEREAS,in order to facilitate the issuance of the Bonds,the City and the Authority desire to enter
into a First Amendment to Ground Lease (the “First Amendment to Ground Lease”)and a First Amendment to
Lease Agreement (the “First Amendment to Lease Agreement”),which amends the 2020 Ground Lease and
2020 Lease Agreement,respectively,pursuant to which the City will add to the Existing Leased Assets,
additional City property consisting of City Hall,the City Hall Annex,Westborough Park (including Fire Station
#64),the Public Works Corporation Yard property (including the Public Works building),Fire Station #61,the
Senior Center (Magnolia Center)and certain portions of the Community Civic Campus property,to be leased
thereunder (the “Additional Leased Assets”and together with the Existing Leased Assets,the “Leased Assets”);
and
WHEREAS,pursuant to the 2020 Lease Agreement as amended by the First Amendment to Lease
Agreement,the City will lease the Leased Assets from the Authority,and pay certain Base Rental Payments (as
defined in the 2020 Lease Agreement),which are pledged to the owners of the 2020A Bonds and the Bonds by
the Authority pursuant to the 2020 Indenture,as supplemented by the First Supplemental Indenture (the “First
Supplemental Indenture”)to be entered into by the City,the Authority and the Trustee in connection with the
issuance of the Bonds; and
WHEREAS,the Bonds will be issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985,
commencing with Section 6584 of the California Government Code (the “Act”); and
WHEREAS, the City and the Authority desire to provide for the negotiated sale of the Bonds; and
WHEREAS,the City and the Authority have selected the underwriters named in the Bond Purchase
Agreement (as defined below),with Stifel Nicolaus &Company,Incorporated,as representative of such
underwriters (together,the “Underwriters”),of the Bonds and,in connection therewith,to purchase the Bonds
from the Authority pursuant to a Bond Purchase Agreement (the “Bond Purchase Agreement”); and
WHEREAS,Rule 15c2-12 promulgated under the Securities Exchange Act of 1934,as amended (“Rule
15c2-12”),requires that,in order to be able to purchase or sell the Bonds,the Underwriters thereof must have
reasonably determined that the City has undertaken in a written agreement or contract for the benefit of the
holders of the Bonds to provide disclosure of certain financial information and certain events on an ongoing
basis; and
WHEREAS,in order to cause such requirement to be satisfied,the City desires to enter into a
Continuing Disclosure Agreement (the “Continuing Disclosure Agreement”) with a dissemination agent; and
WHEREAS,a form of the Preliminary Official Statement with respect to the Bonds (the “Preliminary
Official Statement”) has been prepared; and
WHEREAS,the City is a member of the Authority and the Project is located within the boundaries of
the City; and
WHEREAS,the City has prior to the consideration of this resolution held a public hearing on the
financing of the Project with the proceeds of the issuance of the Bonds in accordance with Section 6586.5 of
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financing of the Project with the proceeds of the issuance of the Bonds in accordance with Section 6586.5 of
the Act,which hearing was held on May 12,2021,via a virtual meeting format in accordance with the
Governor of the State of California’s Executive Order N-29-20 and other applicable directives; and
WHEREAS,notice of such hearing was published once in The Examiner,a newspaper of general
circulation in the City, at least five days prior to the hearing (in accordance with Section 6586.5 of the Act); and
WHEREAS,the City Council has been presented with the form of each document referred to herein to
be executed and delivered in connection with the financing contemplated hereby,and the City Council desires
to authorize and direct the execution of such documents and the consummation of such financing; and
WHEREAS,all acts,conditions and things required by the laws of the State of California to exist,to
have happened and to have been performed precedent to and in connection with the consummation of such
financing authorized hereby do exist,have happened and have been performed in regular and due time,form
and manner as required by law,and the City is now duly authorized and empowered,pursuant to each and
every requirement of law,to consummate such financing for the purpose,in the manner and upon the terms
herein provided.
NOW, THEREFORE, the City of South San Francisco, does hereby resolve as follows:
1.Each of the above recitals is true and correct.Following a duly noticed and conducted public hearing,
the City Council hereby finds and determines that there are significant public benefits to the citizens of the City
through the use of the Act to assist the City with respect to the subject matter hereof through the approval of the
issuance of the Bonds and otherwise hereunder within the meaning of Section 6586(a)-(d),inclusive,of the Act,
in that the issuance of the Bonds and related transactions will result in more efficient delivery of local agency
services to residential and commercial development.
2.The forms of the First Amendment to Ground Lease and First Amendment to Lease Agreement,on file
with the City Clerk,are hereby approved,and the 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 (the “Authorized Officers”),are each hereby
authorized and directed,for and in the name and on behalf of the City,to execute and deliver the First
Amendment to Ground Lease and First Amendment to Lease Agreement in substantially said forms,with such
changes,insertions and omissions therein as the Authorized Officer executing the same may require or approve
(including,without limitation,the description of the Leased Assets to be leased thereunder),such approval to be
conclusively evidenced by the execution and delivery thereof;provided,however,that the term of the 2020
Lease Agreement and the 2020 Ground Lease as amended by the First Amendment to Lease Agreement and the
First Amendment to Ground Lease,respectively,shall terminate no later than June 1,2051 (provided that such
term may be extended as provided therein)and the true interest cost applicable to the interest components of the
Base Rental Payments with respect to the Bonds shall not exceed 3.5% per annum.
3.The form of the First Supplemental Indenture,on file with the City Clerk,is hereby approved,and the
Authorized Officers are each hereby authorized and directed,for and in the name and on behalf of the City,to
execute and deliver the First Supplemental Indenture in substantially said form,with such changes,insertions
and omissions therein as the Authorized Officer executing the same may require or approve,such approval to
be conclusively evidenced by the execution and delivery thereof;provided,however,that the aggregate amount
of the Bonds shall not exceed $110,000,000,the final maturity date of the Bonds shall be no later than June 1,
2051 and the true interest cost applicable to the Bonds shall not exceed 3.5%per annum,and,provided,further,
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2051 and the true interest cost applicable to the Bonds shall not exceed 3.5%per annum,and,provided,further,
that such changes,insertions and omissions shall be consistent with the terms of the Bonds established at
negotiated sale pursuant to the Bond Purchase Agreement.
4.The Bond Purchase Agreement,on file with the City Clerk,is hereby approved and the Authorized
Officers are,and each of them is,hereby authorized and directed,for and in the name of the City,to execute
and deliver the acceptance thereof set forth in the Bond Purchase Agreement,with such changes,insertions and
omissions as the Authorized Officer executing the same may require or approve,such requirement or approval
to be conclusively evidenced by the execution of the Bond Purchase Agreement by such Authorized Officer;
provided,however,that such changes,insertions and omissions shall not result in an aggregate underwriters’
discount in excess of 0.265%of the aggregate principal amount of the Bonds (not including any original issue
discount or premium).
5.The issuance of not to exceed $110,000,000 aggregate principal amount of the Bonds,in the principal
amounts,bearing interest at the rates and maturing on the dates as specified in the First Supplemental Indenture
as finally executed, is hereby approved.
6.The form of the Preliminary Official Statement,on file with the City Clerk,with such changes,
insertions and omissions therein as may be approved by an Authorized Officer,is hereby approved,and the use
of the Preliminary Official Statement in connection with the offering and sale of the Bonds is hereby authorized
and approved.The Authorized Officers are each hereby authorized to certify on behalf of the City that the
Preliminary Official Statement is deemed final as of its date,within the meaning of Rule 15c2-12 (except for
the omission of certain final pricing, rating and related information as permitted by Rule 15c2-12).
7.The preparation and delivery of an Official Statement,and its use in connection with the offering and
sale of the Bonds,is hereby authorized and approved.The Official Statement shall be in substantially the form
of the Preliminary Official Statement with such changes,insertions and omissions as may be approved by an
Authorized Officer,such approval to be conclusively evidenced by the execution and delivery thereof.The
Authorized Officers are each hereby authorized and directed,for and in the name of and on behalf of the City,
to execute the final Official Statement and any amendment or supplement thereto for and in the name and on
behalf of the City.
8.The form of Continuing Disclosure Agreement,on file with the City Clerk,is hereby approved,and the
Authorized Officers are each hereby authorized and directed,for and in the name and on behalf of the City,to
enter into the Continuing Disclosure Agreement with Willdan Financial Services,as dissemination agent,or
another third party,as selected by an Authorized Officer,in substantially said form,with such changes,
insertions and omissions therein as the Authorized Officer executing the same may require or approve,such
approval to be conclusively evidenced to the execution and delivery thereof.
9.The City Council hereby authorizes the expenditure of up to $65 million from available Measure W
sales tax revenues and other City funds to fund Project costs and other project costs eligible to be funded from
Measure W sales tax revenues in fiscal year 2020-21.
10.The officers,employees and agents of the City are hereby authorized and directed,jointly and severally,
to do any and all things which they may deem necessary or advisable in order to consummate the transactions
herein authorized and otherwise to carry out,give effect to and comply with the terms and intent of this
Resolution,including,but not limited to,adding property to,substituting property for or removing property
from the Leased Assets and making such further amendments to the 2020 Ground Lease,the 2020 Lease
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from the Leased Assets and making such further amendments to the 2020 Ground Lease,the 2020 Lease
Agreement and the 2020 Indenture as may be necessary to facilitate the issuance of the Bonds in accordance
with the terms of such agreements and paying for fees and other costs of issuance of the Bonds as agreed to by
the City and the respective parties thereto.All actions heretofore taken by the officers,employees and agents of
the City with respect to the transactions set forth above are hereby approved, confirmed and ratified.
11.In accordance with Government Code Section 5852.1,there has been presented to this City Council in
the Staff Report accompanying this Resolution certain good faith estimates provided to the City by its
municipal advisor with respect to the Bonds.The City Council hereby finds that the requirements of Section
5852.1 have been satisfied.
12.This resolution shall take effect immediately upon its passage.
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:21-371 Agenda Date:5/12/2021
Version:1 Item #:12.
Conference with Real Property Negotiators
(Pursuant to Government Code Section 54956.8)
Property: 71 Camaritas Avenue, South San Francisco (APN 010-402-240)
City Negotiators: Alex Greenwood, ECD Director; Jess Magallanes, Fire Chief; Jacob Gilchrist, Director of
Capital Projects; Nell Selander, ECD Deputy Director
Negotiating Parties: Camino Royale Investment Corporation and Somil Gandhi
Under Negotiations: Price and terms
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City of South San Francisco
Legislation Text
P.O. Box 711 (City Hall, 400
Grand Avenue)
South San Francisco, CA
File #:21-374 Agenda Date:5/12/2021
Version:1 Item #:13.
Conference with Legal Counsel-Anticipated Litigation
Significant exposure to litigation pursuant to Government Code Section 54956.9(d)(2): One potential case
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