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HomeMy WebLinkAbout12.14.22@600 Regular CCWednesday, December 14, 2022 6:00 PM City of South San Francisco P.O. Box 711 South San Francisco, CA Municipal Services Building, Council Chambers 33 Arroyo Drive, South San Francisco, CA City Council Regular Meeting Agenda HYBRID IN-PERSON/VIRTUAL MEETING NOTICE 1 December 14, 2022City Council Regular Meeting Agenda HYBRID IN-PERSON/VIRTUAL MEETING NOTICE 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 Addiego, Coleman and Flores, Vice Mayor Nagales and Mayor Nicolas and essential City staff may 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. The City Council may meet by teleconference, consistent with the Brown Act as amended by AB 361 (2021). Under the amended rules, the City will not provide a physical location for members of the public to participate in the teleconference meeting. 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. Page 2 City of South San Francisco Printed on 12/12/2022 2 December 14, 2022City Council Regular Meeting Agenda ZOOM LINK BELOW -NO REGISTRATION REQUIRED Join Zoom meeting https://ssf-net.zoom.us/j/81123170261 (Enter your email and name) Join by One Tap Mobile : US: +16699006833,,81123170261# Join by Telephone: Dial (for higher quality, dial a number based on your current location): US: +1 346 248 7799 or +1 669 900 6833 or 833 548 0276 (Toll Free) Webinar ID: 811 2317 0261 How to observe the Meeting (no public comment): 1) Local cable channel: Astound, Channel 26, Comcast, Channel 27, or AT&T, Channel 99 2) https://www.ssf.net/government/city-council/video-streaming-city-and-council-meetings/city-council How to submit written Public Comment before the City Council 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 portal by clicking on the following link: https://ci-ssf-ca.granicusideas.com/meetings or by visiting the City Council meeting's agenda page. eComments are also directly sent to the iLegislate application used by City Council and staff. How to provide Public Comment during the City Council Meeting: 1)By Phone: (669) 900-6833. Webinar ID is 811 2317 0261. Click *9 to raise a hand to speak. Click *6 to unmute when called. By One tap mobile: US: +16699006833,,81123170261# 2) Online at: https://ssf-net.zoom.us/j/81123170261 a. Enter an email address and name. The name will be visible online and will be used to notify you that it is your turn to speak. b. When the Clerk calls for the item on which you wish to speak, click on "raise hand." Speakers will be notified shortly before they are called to speak. c. When called, please limit your remarks to the time limit allotted. IN-PERSON: Please complete a Digital Speaker Card located at the entrance to the Council Chamber’s. Be sure to indicate the Agenda Item # you wish to address or the topic of your public comment. When your name is called, please come to the podium, state your name and address (optional) for the Minutes. COMMENTS ARE LIMITED TO THREE (3) MINUTES PER SPEAKER. Thank you for your cooperation. Page 3 City of South San Francisco Printed on 12/12/2022 3 December 14, 2022City Council Regular Meeting Agenda 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. BUENAFLOR NICOLAS, Mayor (District 3) MARK NAGALES, Vice Mayor (District 2) MARK ADDIEGO, Councilmember (District 1) JAMES COLEMAN, Councilmember (District 4) EDDIE FLORES, Councilmember (District 5) 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 4 City of South San Francisco Printed on 12/12/2022 4 December 14, 2022City Council Regular Meeting Agenda CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE AGENDA REVIEW ANNOUNCEMENTS FROM STAFF PRESENTATIONS Cultures United 2022 Recap Presentation, Maryjo Nuñez, Lead for America Fellow, City Manager’s Office 1. Presentation on Promotores program end of year update. (Tamiko Huey, Management Analyst II) 2. Presentation: Age-Friendly Initiative Update; Roy Earnest, Associate Director, Center for Age Friendly Excellence (CAFÉ). (Sharon Ranals, Assistant City Manager) 3. Presentation to City Council on behalf of the Jordanian American Association from Paul Formosa, CFO South San Francisco Scavenger Co., Inc. 4. PUBLIC COMMENTS Comments received by the deadline will be included as part of the meeting record but will not be read aloud during the meeting. 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. COUNCIL COMMENTS/REQUESTS Page 5 City of South San Francisco Printed on 12/12/2022 5 December 14, 2022City Council Regular Meeting Agenda CONSENT CALENDAR Motion to approve the Minutes for the meetings of September 28, 2022, October 12, 2022, October 26, 2022, November 9, 2022 and November 16, 2022. (Rosa Govea Acosta, City Clerk) 5. Motion to accept the construction improvements of 2021 Concrete and Green Infrastructure Project (No. st2203) (Angel Torres, Senior Civil Engineer). 6. Report regarding a resolution to continue conducting City Council and advisory body meetings remotely due to health and safety concerns for the public and making related findings (Sky Woodruff, City Attorney) 7. Resolution of the City Council of the City of South San Francisco declaring the continuing need for the City legislative bodies to meet remotely to ensure the health and safety of the public and making related findings. 7a. Report regarding a Master Encroachment Agreement with Bandwidth IG, LLC for the Installation of Network Facilities within the Public Rights-of-Way. (Eunejune Kim, Director of Public Works/City Engineer) 8. Resolution approving a Master Encroachment Agreement with Bandwidth IG, LLC for the Installation of Telecommunications Network Facilities within the Public Rights-of-Way, and authorizing the City Manager to execute the agreement. 8a. Report regarding a resolution authorizing the acceptance of $4,000 in grant funding from the Association of Science and Technology Centers to support programs and services promoting gender equity in Science, Technology, Engineering and Math careers at the Grand Avenue Branch Library’s Makerspace and amending the Library Department’s Fiscal Year 2022-2023 Operating Budget via Budget Amendment # 23.035. (Valerie Sommer, Library Director) 9. Resolution authorizing the acceptance of $4,000 in grant funding from the Association of Science and Technology Centers to support programs and services promoting gender equity in Science, Technology, Engineering and Math careers at the Grand Avenue Branch Library’s Makerspace and amending the Library Department’s Fiscal Year 2022-2023 Operating Budget via Budget Amendment 23.035. 9a. Report regarding a resolution authorizing the use of $139,584.80 of Police Asset Forfeiture Funds for the purchase of public safety ballistic shields and protective body armor for all sworn personnel. (Scott Campbell, Chief of Police) 10. Resolution authorizing the use of $139,584.80 of Police Asset Forfeiture Funds for the purchase of public safety ballistic shields and protective body armor for all sworn personnel. 10a. Page 6 City of South San Francisco Printed on 12/12/2022 6 December 14, 2022City Council Regular Meeting Agenda Report regarding a resolution authorizing the acceptance of $266,185 in grant funding from California Public Utilities Commission for Local Agency Technical Assistance for the development of a Broadband Master Plan and Fiber Optic Design Project, and amending the Information Technology Department’s Fiscal Year 2022-2023 Operating Budget via Budget Amendment 23.036. (Tony Barrera, Director of Information Technology) 11. Resolution authorizing the acceptance of $266,185 in grant funding from the California Public Utilities Commission for Local Agency Technical Assistance for the development of a Broadband Master Plan and Fiber Optic Design Project, and amending the Information Technology Department’s Fiscal Year 2022-2023 Operating Budget via Budget Amendment 23.036. 11a. Report regarding a resolution for the procurement of furniture, fixtures and equipment and authorizing the City Manager to execute a purchasing contract with vendor One Workplace of Santa Clara, CA for the Civic Campus Phase 2: Library, Parks & Recreation and Community Theater/Council Chamber (pf 2207), in the amount not to exceed $1,689,968. (Jacob Gilchrist, Director of Capital Projects). 12. Resolution approving a purchase agreement with One Workplace to purchase furniture and equipment for the Library, Parks and Recreation, Community Theater/Council Chamber Project (LPR) in an amount not to exceed $1,689,968 12a. Report approving a license agreement and fee for tiebacks within Dubuque Avenue for the construction of 580 Dubuque Avenue and approving budget amendment number 23.040. (Jason Hallare, Senior Civil Engineer) 13. Resolution approving a license agreement and fee for tiebacks within Dubuque Avenue for the construction of 580 Dubuque Avenue, authorizing the City Manager to execute said agreement, and approving Budget Amendment #23.040. 13a. Report regarding a resolution authorizing the acceptance of a grant in the amount of $25,000 from Genentech's South San Francisco Community Fund for the Parks and Recreation Department’s REAL After School Program at Martin and Los Cerritos Elementary Schools as well as the Senior Services Program, and amending the Parks and Recreation Department’s Fiscal Year 2022-23 Operating Budget pursuant to Budget Amendment #23.034. (Angela Duldulao, Acting Deputy Director, Parks and Recreation Department) 14. Page 7 City of South San Francisco Printed on 12/12/2022 7 December 14, 2022City Council Regular Meeting Agenda Resolution authorizing the acceptance of a grant in the amount of $25,000 from Genentech's South San Francisco Community Fund for the Parks and Recreation Department’s REAL After School Program at Martin and Los Cerritos Elementary Schools as well as the Senior Services Program, and amending the Parks and Recreation Department’s Fiscal Year 2022-23 Operating Budget pursuant to Budget Amendment #23.034. 14a. Report regarding a resolution authorizing the acceptance of donations from various community partners totaling $1,000 for Fiscal Year 2022-23, as well as in-kind donations of supplies and volunteer support for Parks and Recreation Department programs and events. (Angela Duldulao, Acting Deputy Director, Parks and Recreation Department) 15. Resolution authorizing the acceptance of donations from various community partners totaling $1,000 for Fiscal Year 2022-23, as well as in-kind donations of supplies and volunteer support for Parks and Recreation Department programs and events. 15a. Report regarding approval of a resolution authorizing the acceptance of $15,000 in grant funding from the County of San Mateo to support the South San Francisco Promotores Program and approving Budget Amendment 23.033. (Tamiko Huey, Management Analyst II) 16. Resolution authorizing the acceptance of $15,000 in grant funding from the County of San Mateo to support the South San Francisco Promotores Program and approving Budget Amendment 23.033. 16a. Report regarding a resolution approving a purchase agreement for ten cardiac monitors/defibrillators in the amount of $444,148.89, and authorizing the City Manager to enter into a purchase agreement with Zoll Medical Corporation (Richard Walls, Emergency Medical Services Chief) 17. Resolution approving a purchase agreement for ten cardiac monitors/defibrillators in the amount of $444,148.89, and authorizing the City Manager to enter into a purchase agreement with Zoll Medical Corporation 17a. Report regarding a resolution authorizing acceptance of a grant from the Urban Area Security Initiative in the amount of $100,000 to enhance security and access for Fire Department facilities located at 480 North Canal Street, amending the Fire Department’s operating budget for FY 22-23 via Budget Amendment 23.037, and authorizing the City Manager to enter into an agreement with the City and County of San Francisco Urban Area Security Initiative to accept FY 2022 grant funds. (Matthew Samson, Deputy Fire Chief) 18. Page 8 City of South San Francisco Printed on 12/12/2022 8 December 14, 2022City Council Regular Meeting Agenda Resolution authorizing acceptance of a grant from the Urban Area Security Initiative in the amount of $100,000 to enhance security and access for Fire Department facilities located at 480 North Canal Street, amending the Fire Department’s operating budget for FY 22-23 via Budget Amendment 23.037, and authorizing the City Manager to enter into an agreement with the City and County of San Francisco Urban Area Security Initiative to accept FY 2022 grant funds. 18a. Report regarding an ordinance repealing current Building Code regulations under Title 15 of the South San Francisco Municipal Code and adopting by reference the 2022 California Building Standards Codes with certain local amendments. (Phillip Perry, Chief Building Official) 19. Ordinance repealing Chapters 15.06 (California Administrative Code), 15.08 (California Building Code), 15.10 (International Property Maintenance Code, 2018 Edition), 15.12 (California Plumbing Code), 15.14 (California Residential Code), 15.16 (California Mechanical Code), 15.20 (California Electrical Code), 15.22 ( California Green Building Standards Code), 15.24 (California Fire Code), 15.26 (California Energy Code), 15.32 (California Historical Building Code), 15.34 (California Existing Building Code), and 15.36 (California Referenced Standards Code) of the South San Francisco Municipal Code and making findings, adopting by reference, making local amendments to the 2022 Edition of the California Building Standards Code, California Code of Regulations, Title 24, parts 1, 2, 2.5, 3, 4, 5, 6, 8, 9, 10, 11, 12 and International Property Maintenance Code, 2021 Edition. 19a. Report regarding a resolution to amend the wage and salary schedule for the City of South San Francisco for Fiscal Year 2022-2023 and approving budget amendment number 23.039 (Leah Lockhart, Human Resources Director) 20. Resolution to amend the wage and salary schedule for the City of South San Francisco for Fiscal Year 2022-2023 and approving budget amendment number 23.039 20a. Report regarding a resolution approving the First Amendment to the Purchase and Sale Agreement and Joint Escrow Instructions with Eden Housing, Inc. for the sale of a portion of the City-owned property at 201 Baden for a senior affordable housing development. (Nell Selander, Economic & Community Development Director) 21. Resolution approving a First Amendment to the Purchase and Sale Agreement with Eden Housing for the Firehouse Live Project and authorizing the City Manager to execute the amendment. 21a. Page 9 City of South San Francisco Printed on 12/12/2022 9 December 14, 2022City Council Regular Meeting Agenda Report regarding a resolution authorizing the Fire Department to donate one surplus fire apparatus, a 1999 Spartan fire engine VIN#4S7AT409XYC031783, to the City College of San Francisco’s Fire Science vocational education program. (Matthew Samson, Deputy Fire Chief) 22. Resolution authorizing the donation of a surplus fire engine to the City College of San Francisco’s Fire Science vocation education program 22a. Report regarding a resolution approving budget amendment BA-23.038 to the Fire Department FY 2022-23 Operating Budget in the amount of $436,964.50 and allow the City to participate in the California Assembly Bill 1705 (2019) Public Provider Ground Emergency Medical Transport Intergovernmental Transfer (PP-GEMT-IGT) Program. (Richard Walls, Emergency Medical Services Chief) 23. Resolution approving budget amendment BA23.038 to the Fire Department FY 2022-23 Operating Budget in the amount of $436,964.65 and allow the City to participate in the California Assembly Bill 1705 (2019) Public Provider Ground Emergency Medical Transport Intergovernmental Transfer (PP-GEMT-IGT) Program 23a. Report regarding a resolution awarding a shuttle operations services agreement to ACE Mobility Solutions in an amount not to exceed $350,000 for South San Francisco Community Shuttle Operations. (Marissa Garren, Management Analyst I) 24. Resolution approving a shuttle operations services agreement with ACE Mobility Solutions in an amount not to exceed $350,000 for South San Francisco Community Shuttle Operations 24a. ADMINISTRATIVE BUSINESS Motion to confirm the facility sign graphic for the Library | Parks & Recreation building at the Community Civic Campus. (Jacob Gilchrist, Director of Capital Projects) 25. Report regarding a resolution appointing Sharon Ranals to the position of Interim City Manager and Interim Executive Director of the Successor Agency to the Redevelopment Agency of the City of South San Francisco and authorizing a City Council ad hoc committee to negotiate the terms of employment during the appointment. (Leah Lockhart, Human Resources Director) 26. Resolution appointing Sharon Ranals to the position of Interim City Manager and Interim Executive Director of the Successor Agency to the Redevelopment Agency of the City of South San Francisco and authorizing a City Council ad hoc committee to negotiate the terms of employment during the appointment. 26a. Page 10 City of South San Francisco Printed on 12/12/2022 10 December 14, 2022City Council Regular Meeting Agenda ITEMS FROM COUNCIL – COMMITTEE REPORTS AND ANNOUNCEMENTS ADJOURNMENT Page 11 City of South San Francisco Printed on 12/12/2022 11 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-1000 Agenda Date:12/14/2022 Version:1 Item #:1. Cultures United 2022 Recap Presentation,Maryjo Nuñez, Lead for America Fellow, City Manager’s Office RECOMMENDATION It is recommended that the City Council hear the presentation and provide their feedback and direction for Cultures United. BACKGROUND/DISCUSSION Cultures United is a pilot diversity program that the City of South San Francisco introduced this earlier year. The following presentation is an overview of 2022 and a look ahead into possible 2023 events. CONCLUSION Staff recommends that the City Council provides their feedback on 2022 to frame the direction for 2023. City of South San Francisco Printed on 12/9/2022Page 1 of 1 powered by Legistar™12 13 2022 Recap 14 Quarter 1 Lunar New Year Black History Month Women’s History Month It is my honor and privilege to be asked to write in lieu of the Mayor this week for his newsletter. Women’s History Month is important to me because it is a time to honor and respect all the incredible and strong women all over the world who have contributed greatly but have not been recognized. Please make sure to recognize and thank the strong women in your life, not only this month, but always. I hope you enjoy this special edition of the newsletter. There are a lot of amazing and inspiring women to learn from and look up to featured in this newsletter. Have a wonderful weekend, South San Francisco. 15 Quarter 2 Irish-American Heritage Month Asian American Pacific Islander Month Pride Month 16 Cultures United and SSF History Lessons 17 Quarter 3 Hispanic/Latinx Heritage Month Filipino American History Month 18 Quarter 4 Italian-American Heritage Month Fireside Chat with Mayor Nagales and Vice Mayor Nicolas United Against Hate Week 19 Community Feedback on Social Media 20 Community Feedback Continued 21 Ongoing initiatives throughout 2022 Community Cookbook Book Club Youth Poet-in-Residence Lawn Signs 22 Look Ahead 2023 23 Quarter 1 –2023 Lunar New Year Black History Month Women’s History Month Irish-American Heritage Month Holi 24 Quarter 2 –2023 Diversity Month Asian American Pacific Islander Month Pride Month Nowruz Juneteenth 25 Quarter 3 –2023 Hispanic/Latinx Heritage Month Filipino American History Month Italian-American Heritage Month 26 Quarter 4 –2023 Diwali United Against Hate Week Ruby Bridges Walk to School Day 27 28 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-1027 Agenda Date:12/14/2022 Version:1 Item #:2. Presentation on Promotores program end of year update.(Tamiko Huey, Management Analyst II) City of South San Francisco Printed on 12/9/2022Page 1 of 1 powered by Legistar™29 City of South San Francisco Tamiko Huey, Management Analyst II December 14, 2022 Promotores Program 2022 30 What the Promotores do 1 Agency Referrals: More than just a handing out a contact 2 Individual Consultations: Focused on whole person care 3 Translation: Verbal and written between client and agency 31 106 Unique clients (not including businesses) 91% +1,600 hours Clients indicate Spanish as their primary language Over 1,600 hours of service to the community 32 How Promotores meet clients Business Community Event Community Learning Center Economic Advancement Center Grand Avenue Library Other Phone Resident’s Home School 33 Client Demographics Gender Language Age Woman 52% Man 48% Vietnamese 1%English 8% Spanish 91% 34 Top 3 Service Requests Food One-time food pick-up, ongoing and long term support Health Health insurance, mental health, and immediate medical attention Housing Rental assistance and seeking affordable housing 35 Initial Requests Transportation UtilitiesOtherLegal AidHousingHealthFoodEmployment Assistance 36 Actual Services Received TransportationTransportation UtilitiesOtherLegal AidHousingHealthFoodEmployment Assistance 37 Client Satisfaction Survey Average satisfaction Learned about a new service Increase in confidence Clients reported feeling 53% more confident in seeking or using services provided by the Promotores. 9.03 73% Scaled 1-10 53% 38 “I’m very thankful because even though we don’t know each other I have received help in such a great manner. Thank you for your kindness, listening, and helping me to fill out the application and pick up the boxes of food. You will always be in my heart and mind. Thank you again for help with food, obtain medical help and the rent. Thank you very much.” — J.A 39 “First of all, I want to say thanks to the City of South San Francisco for the Promotores Program. Special thanks to Marisol Durand. Her support help me to receive information and benefits such as health, food, taxes, and rent. I’m very thankful to everyone. Thank you for having promotores and support our community ” — P.E 40 “I want to thank Mrs.Marisol Durand for all of the orientation help and support provided by her. It truly meant a lot for me and my family, we were facing a very difficult situation thanks to her and the program she represents, we were able to seek the help we needed. Me and my family are very appreciative of Mrs. Durand and wish her and this program the very best and hope it continues to help people and families” — S. Family 41 Advocacy for the Community Breaking down language barriers Elevating community concerns Bringing services closer to the community 42 Thank you! Questions? Learn more about the Promotores Program at https://www.ssf.net/home or scan the QR code below 43 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-1060 Agenda Date:12/14/2022 Version:1 Item #:3. Presentation: Age-Friendly Initiative Update; Roy Earnest, Associate Director, Center for Age Friendly Excellence (CAFÉ).(Sharon Ranals, Assistant City Manager) City of South San Francisco Printed on 12/9/2022Page 1 of 1 powered by Legistar™44 •Outdoor spaces and buildings •Transportation •Housing •Social participation •Respect and social inclusion •Civic participation and employment •Communication and information •Community support/health service Eight Domains of Livability: DOMAINS OF AGE-FRIENDLY COMMUNITIESAge-Friendly Excellence 45 Age-Friendly San Mateo Cities and County 46 Definition of Age Friendly Community An Age-friendly city is an inclusive and accessible urban/rural environment that promotes active aging, supports aging-in-place and fosters a sense of community among people of all ages. 47 Center for Age-Friendly Excellence (CAFÉ) CAFE provides technical assistance, consultation, applied research access and community organizing guidance to assist communities to become intentional about the global Age-Friendly initiative. We do that by helping them develop plans and programs to implement age-friendly projects in their community. 48 The WHO founded the Age-Friendly Network in 2005 and today there are over 1000 AF cities worldwide. AARP coordinates the Age-Friendly Network in the United States as an affiliate of the WHO’s initiative. Pacifica, Redwood City, Daly City, San Mateo, Colma. San Carlos, Millbrae, Burlingame, Half Moon Bay- Coastside and Belmont have all launched age friendly initiatives. South San Francisco will be next! Center for Age-Friendly Excellence 49 The Strongest Age Friendly Community Initiatives include a variety of people and organizations in the community, not just the city staff. -Elected officials -Area Agencies on Aging -Community coalitions -County/State/Federal agencies -Nonprofit organizations -Local businesses and foundations -Community Organizations -Chamber of Commerce -Academic institutions -Resident volunteers -Neighboring Cities 50 South San Francisco AFC Task Force Members •Mark Nagales: Mayor, South San Francisco •Flor Nicolas: Vice Mayor, South San Francisco •Betty Battaglia, Parks and Recreation Commissioner •Ed Bortoli, Rotary Club and Rotary Plaza Board Member •Kasey Jo Cullinan, P&R Supervisor •Angela Duldulao, P&R Deputy Director •Sonny Koya, SSF Resident •Maria Barcelata Long: Library, SSFUSD; Old Town Resident 51 South San Francisco AFC Task Force Members: Con’t •Greg Mediati: Parks and Recreation Director •Lydia Pomposo: SSF Resident •Sharon Ranals: Assistant City Manager 52 10,000 US adults turn 65 daily and this will continue until 2029-2030 By 2050, at least 22% of the world’s humans will be older persons and most will live within cities South San Francisco’s population 55 plus is ~ 17.34% and will rise steadily for the next 30 years. Center for Age-Friendly Excellence 53 1.Outdoor spaces and buildings 2.Transportation 3.Housing 4.Social participation 5.Respect and social inclusion 6.Civic participation and employment 7.Communication and information 8.Community support/health service Eight Domains of Livability: Center for Age-Friendly Excellence 54 Age Friendly Process Model in San Mateo County ✔County-wide core team ✔Organize age-friendly taskforces in each city ✔Community involvement, input and assessment ▪Diverse Focus groups composed of SSF residents age 55 plus ▪Existing quantitative data surveys ▪Develop 3 to 5 pilot inaugural project ideas to meet needs ✔Mayor signs application to AARP Network of Age Friendly States and Communities, an affiliate of the WHO Global Network of AF Cities and Communities. ✔Application sent to AARP Center for Age-Friendly Excellence 55 An ongoing process: ✔Planning and Piloting AFC Inaugural Projects (Years 1-2) ✔Action Plan focused on sustainability (Year 2) ✔Implementation (Years 3-5) ✔Progress Evaluation (End of Year 5) ✔Renewal of AF Initiative for another five years. Network membership Cities participating in global network commit to a cycle of continually assessing/improving their age-friendliness/livability Age Friendly Community Initiatives 56 An Age-friendly city generates: ✔Economic Benefits ✔Social Capital ✔Infrastructure Innovations ✔Healthy Communities The Leadership, vision and courage from San Mateo County is exceptional. Excellent partners! Center for Age-Friendly Excellence 57 Examples of Age Friendly Projects from other Cities The practice of using an “Age Friendly” Lens on all planning, events, projects. Workshops on Strategies for Seeking Affordable Housing Connect-a-Ride: Affordable, reliable taxi rides for adults Age Friendly Business Training and Recognition Pedestrian Safety Community Education Campaign Intergenerational Programs Sidewalk Repair Most Age Friendly Projects benefit residents of all ages. The possibilities are vast … Center for Age-Friendly Excellence 58 Join us in creating Liveable Communities! CAFE website: www.cfafe.org Contact: Roy Earnest, MSW; Associate Director 650-438-6378; rearnest@cfafe.org Center for Age-Friendly Excellence 59 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-1052 Agenda Date:12/14/2022 Version:1 Item #:4. Presentation to City Council on behalf of the Jordanian American Association from Paul Formosa, CFO South San Francisco Scavenger Co., Inc. City of South San Francisco Printed on 12/9/2022Page 1 of 1 powered by Legistar™60 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-1054 Agenda Date:12/14/2022 Version:1 Item #:5. Motion to approve the Minutes for the meetings of September 28, 2022, October 12, 2022, October 26, 2022, November 9, 2022 and November 16, 2022. (Rosa Govea Acosta, City Clerk) City of South San Francisco Printed on 12/9/2022Page 1 of 1 powered by Legistar™61 CALL TO ORDER Mayor Nagales called the meeting to order at 6:00 p.m. ROLL CALL Councilmember Addiego, present in Council Chambers Councilmember Coleman, present in Council Chambers Councilmember Flores, present in Council Chambers Vice Mayor Nicolas, present in Council Chambers Mayor Nagales, present in Council Chambers PLEDGE OF ALLEGIANCE Mayor Nagales led the pledge. AGENDA REVIEW No changes. ANNOUNCEMENTS FROM STAFF None. PRESENTATIONS 1. Proclamation celebrating October 10, 2022, as Indigenous Peoples’ Day. (Mark Nagales, Mayor) Councilmember Coleman read into the record a proclamation celebrating October 10, 2022 as Indigenous People’s Day. City of South San Francisco Lead Building Maintenance Custodian and member of the Oneida Tribe of Indians of Wisconsin accepted the proclamation and thanked the Council for the recognition on behalf of all native American tribes. MINUTES REGULAR MEETING CITY COUNCIL CITY OF SOUTH SAN FRANCISCO WEDNESDAY, SEPTEMBER 28, 2022 6:00 p.m. HYBRID IN-PERSON/VIRTUAL MEETING Municipal Services Building, Council Chambers 33 Arroyo Drive, South San Francisco, CA Via Zoom The City Council may meet by teleconference, consistent with the Brown Act as amended by AB 361 (2021. Under the amended rules, the City will not provide a physical location for members of the public to participate in the teleconference meeting. 62 REGULAR CITY COUNCIL MEETING SEPTEMBER 28, 2022 MINUTES PAGE 2 2. Proclamation recognizing October as Filipino American History Month. (Mark Nagales, Mayor) Mayor Nagales and Vice Mayor Nicolas read into the record a proclamation recognizing October as Filipino American History month and invited the community to attend Filipino American History Month flag raising event on Tuesday, October 4, 2022, at 6:00 p.m. at the steps of City Hall. 3. Youth Commission Report to City Council. (Ethan Mizzi, Chair & Aaron Adriano, Vice Chair) Youth Commission Chair Ethan Mizzi and Vice Chair Aaron Adriano presented an overview of the commission’s activities and accomplishments. The Council thanked members of the Youth Commission for their leadership and commitment to the community. PUBLIC COMMENTS The following individuals provided public comment in-person: • Tom Carney • Brian Mansell The following individuals provided public comment via Zoom: • Peter Lim • Olga Perez COUNCIL COMMENTS Councilmember Addiego recognized and thanked Assembly Speaker pro Tempore Kevin Mullin for his assistance and advocacy to assist South San Francisco in securing 3.2 million dollars in funding for a future park at Pine and Armour Avenue. He acknowledged and thanked the Youth Commission applicants for their interest and willingness to serve and give back to the community. Vice Mayor Nicolas informed the community of a free Flu Vaccine Clinic hosted by the San Francisco Host Lions Club that will be held on Saturday, October 8, 2022, from 9 a.m. to 1 p.m. at the City Hall parking lot. She thanked staff for their work in serving the community and noted the success of the Senior Police Academy hosted by the South San Francisco Police Department. Vice Mayor Nicolas requested to adjourn the meeting in memory of Eleanor Fuse, Alberto Sarmiento, and Rufino Solorzano. Councilmember Coleman expressed his appreciation to the staff for their work in making Concert in the Park a great community event. He invited the community and residents of District 4 to join a Community Meeting/Town Hall on Tuesday, October 25, 2022, at 6:00 p.m. at Buri Buri Elementary School. Councilmember Flores thanked Assembly Speaker pro Tempore Kevin Mullin for his community advocacy and San Mateo County Board of Supervisor Dave Pine for hosting a community event and noted that community members received it well. He discussed the city's efforts in addressing the high rise of catalytic converter thefts by launching the Catalytic Converter Etching Program and the emergency ordinance enacted by the city. He shared with residents of District 5 a new pilot program that the city will launch in collaboration with the South San Francisco Scavengers Company to address illegal dumping. The program will provide a voucher for residents of multi-housing units. 63 REGULAR CITY COUNCIL MEETING SEPTEMBER 28, 2022 MINUTES PAGE 3 Mayor Nagales thanked Assembly Speaker pro-Tempore Kevin Mullin for his support and provided an overview of C/CAG project selection and funding. He thanked Councilmember Addiego for his work and advocacy on the BCDC board to help Oyster Point Marina community residents. He thanked the staff for their work in hosting the Concert in the Park and Emergency Preparedness events. He requested that staff provide a maintenance assessment of the Common Green areas in the Westborough area via a Thursday memo. CONSENT CALENDAR The City Clerk duly read the Consent Calendar, after which Council voted and engaged in discussion of specific item as follows. 4. Motion to approve the Minutes for the meeting of August 09, 2022. (Rosa Govea Acosta, City Clerk) 5. Report regarding a motion to accept the construction improvements of the Orange Memorial Park Storm Water Capture Project (Project No. sd1801) as complete per plans and specifications. (Total Construction Cost $9,611,038.00) (Matthew Ruble, Principal Engineer). 6. Report regarding a motion to accept the construction improvements of the Water Quality Control Plant and Pump Station Coating and Corrosion Protection Project, Phases 2 and 3 (Project No.’s ss1307 and ss1901) as complete in accordance with plans and specifications (Total Construction Cost $979,255.17) (Brian Schumacker, Water Quality Control Plant Superintendent/Project Manager) 7. Report regarding Resolution No. 158-2022 authorizing the City Manager to execute an amendment to the Sublease Agreement with Fitness Therapy, LLC. for the commercial space located at 634 El Camino Real, Suite C, in South San Francisco for the purpose of continuing an existing commercial use. (Katie Donner, Management Analyst I) 8. Report regarding a second reading and adoption of Ordinance No. 1645-2022 amending Chapter 20.280 (“Downtown Station Area Specific Plan District”) of the South San Francisco Municipal Code. (Billy Gross, Principal Planner) 9. Report regarding Resolution No. 159-2022 approving the First Amendment to the service agreement with Du-All Safety for safety program consultant services for an additional $75,000 for a total contract amount not to exceed $175,000. (Leah Lockhart, HR Director) 10. Report regarding Resolution No. 160-2022 approving the South San Francisco Fire Department’s annual inspections performance pursuant to the California Health and Safety Code section 13146.4. (Ian Hardage, Fire Marshal) Motion — Councilmember Coleman /Second – Vice Mayor Nicolas: To approve Consent Calendar 4-10, by roll call vote: AYES: Councilmembers Addiego, Coleman, and Flores, Vice Mayor Nicolas, and Mayor Nagales; NAYS: None; ABSENT: None; ABSTAIN: None. Meeting recessed: 8:17 p.m. Meeting resumed: 8:30 p.m. 64 REGULAR CITY COUNCIL MEETING SEPTEMBER 28, 2022 MINUTES PAGE 4 ADMINISTRATIVE BUSINESS 11. Staff report regarding adoption of Resolution No. 161-2022 accepting a California Department of Transportation Clean California Local Grant Program (CCLGP) in the amount of $2,418,478 for improvements of Centennial Trail and approval of Budget Amendment # 23.015. (Philip Vitale, Deputy Director of Capital Projects and Greg Mediati, Director of Parks and Recreation) Deputy Director of Capital Projects Philip Vitale presented the report. Councilmember Flores noted the importance of the project and his excitement about the partnership with local nonprofits. Councilmember Coleman noted the previous petition for a bike track and thanked staff for implementing a plan. Councilmember Addiego acknowledged former City Manager Barry Nagel's efforts in developing the Centennial Trail and noted the importance of the project. Vice Mayor Nicolas and Mayor Nagales thanked staff for their efforts and noted the importance of the project. City Manager Futrell indicated that the team would prioritize maintenance of the trail. Motion — Councilmember Flores /Second – Councilmember Coleman: To approve Resolution No. 161-2022 accepting a California Department of Transportation Clean California Local Grant Program (CCLGP) in the amount of $2,418,478 for improvements of Centennial Trail and approval of Budget Amendment # 23.015, by roll call vote: AYES: Councilmembers Addiego, Coleman, and Flores, Vice Mayor Nicolas, and Mayor Nagales; NAYS: None; ABSENT: None; ABSTAIN: None. 12. Report regarding the Conceptual Design of the Orange Memorial Park Aquatic Center (Project No. pk2310). (Philip Vitale, Deputy Director of Capital Projects) Deputy Director of Capital Projects Philip Vitale introduced Clarence Mamuyac of ELS Architecture, who provided an overview of the project. Staff solicited council feedback and community input. The following individuals provided public comments: • Toni Allen • Brian Mansell – South San Francisco United Youth Soccer League • Michael Kloefkorn – South San Francisco Aquatics Club • Marcela Escobar • Oscar • Shane Cypert • MG Councilmember Coleman noted the importance of an aquatic pool based on the community feedback he has received and inquired about installing an Olympic-sized swimming pool. He acknowledged the concerns expressed by the soccer clubs and asked about relocating the pool without infringing on the soccer fields. Deputy Director of Capital Projects Vitale provided an overview of the project and its costs. Councilmember Flores discussed the importance of the pool and requested a cost study on the electrification of the project. He inquired about the relocation of the Eternal Flame Memorial at Orange Memorial Park. Director of Capital Projects Vitale provided an overview of the proposed relocation. 65 REGULAR CITY COUNCIL MEETING SEPTEMBER 28, 2022 MINUTES PAGE 5 Councilmember Addiego expressed his concern with the relocation of the Eternal Flame Memorial but suggested it be relocated to City Hall. Vice Mayor Nicolas noted the importance of community input and expressed her support for the project. Mayor Nagales requested clarification on the sports field project. Director of Capital Projects Vitale provided an overview of the soccer and baseball fields’ project. Parks and Recreation Director Mediati provided an overview of the project and noted the concerns with a shared field. City Manager Futrell noted the Council’s direction to proceed with the indoor-outdoor pool and analyze an all-electric project with no cost-benefit analysis with further research for the relocation of the Eternal Flame Memorial. 13. Report regarding adoption of Resolution No. 162-2022 supporting the reopening of the Mack E. Mickelson warm water therapy pool. (Christina Fernandez, Assistant to the City Manager) Assistant to the City Manager, Christina Fernandez, presented the report and provided an overview of the proposed resolution to support the reopening of the Mack E. Mickelson warm water therapy pool. Motion — Councilmember Flores /Second – Vice Mayor Nicolas: To approve Resolution No. 162- 2022 a supporting the reopening of the Mack E. Mickelson warm water therapy pool, by roll call vote: AYES: Councilmembers Addiego, Coleman, and Flores, Vice Mayor Nicolas, and Mayor Nagales; NAYS: None; ABSENT: None; ABSTAIN: None. 14. Report requesting authorization to accept one full-time Climate Corps AmeriCorps Fellow to support the Every Kid Deserves a Bike Program (EKDAB). (Tamiko Huey, Management Analyst II) Management Analyst Huey presented the report. Councilmember Flores noted the importance of the AmeriCorps Fellowship, and Councilmember Coleman suggested including high school students in the future EDKAB program. Motion — Councilmember Flores /Second – Councilmember Addiego: To accept one full-time Climate Corps AmeriCorps Fellow to support the Every Kid Deserves a Bike Program (EKDAB), by roll call vote: AYES: Councilmembers Addiego, Coleman, and Flores, Vice Mayor Nicolas, and Mayor Nagales; NAYS: None; ABSENT: None; ABSTAIN: None. 15. Report regarding Resolution No. 163-2022 to approve a successor Memorandum of Understanding between the City and International Association of Firefighters (IAFF) Local 1507 and approving budget amendment number 23.018, and a resolution approving a Side Letter Agreement to the Memorandum of Understanding between the City and International Union of Operating Engineers (IUOE) Local 39, and approving budget amendment number 23.019 (Leah Lockhart, Human Resources Director) Human Resources Director Lockhart presented the report. 66 REGULAR CITY COUNCIL MEETING SEPTEMBER 28, 2022 MINUTES PAGE 6 Motion — Mayor Nagales /Second – Vice Mayor Nicolas: To approve Resolution No. 163-2022 to approve a successor Memorandum of Understanding between the City and International Association of Firefighters (IAFF) Local 1507 and approving budget amendment number 23.018, and a resolution approving a Side Letter Agreement to the Memorandum of Understanding between the City and International Union of Operating Engineers (IUOE) Local 39, and approving budget amendment number 23.019, by roll call vote: AYES: Councilmembers Addiego, Coleman, and Flores, Vice Mayor Nicolas, and Mayor Nagales; NAYS: None; ABSENT: None; ABSTAIN: None. 15b. Resolution No. 164-2022 to approve a Side Letter Agreement to the Memorandum of Understanding between the City of South San Francisco and International Union of Operating Engineers Local 39 for July 1, 2022 to June 30, 2025 and Approving Budget Amendment number 23.019 Motion — Councilmember Flores /Second – Councilmember Coleman: To approve Resolution No. 164-2022 to Approve a Side Letter Agreement to the Memorandum of Understanding between the City of South San Francisco and International Union of Operating Engineers Local 39 for July 1, 2022, to June 30, 2025 and Approving Budget Amendment number 23.019, by roll call vote: AYES: Councilmembers Addiego, Coleman, and Flores, Vice Mayor Nicolas, and Mayor Nagales; NAYS: None; ABSENT: None; ABSTAIN: None. 16. Report regarding Resolution No. 165-2022 to accept the Fiscal Year 2021-22 Emergency Medical Services Ambulance Financial report and authorizing the write-off of $370,172.56 in uncollectable ambulance billing accounts receivable. (Richard Walls, Emergency Medical Services Chief) Emergency Medical Services Chief Walls presented the report and provided an overview of the billing process. The Council thanked Chief Walls and his team for their hard work. Motion — Councilmember Addiego /Second – Vice Mayor Nicolas: To approve Resolution No. 165- 2022 to accept the Fiscal Year 2021-22 Emergency Medical Services Ambulance Financial report and authorizing the write-off of $370,172.56 in uncollectable ambulance billing accounts receivable, by roll call vote: AYES: Councilmembers Addiego, Coleman, and Flores, Vice Mayor Nicolas, and Mayor Nagales; NAYS: None; ABSENT: None; ABSTAIN: None. 17. Report regarding Resolution No. 166-2022 authorizing the acceptance of $4,492,310 in Building Forward Library Infrastructure Grant Program funding from the California State Library to support the New Main Library as part of the Library, Parks and Recreation Center project and amending the Fiscal Year 2022-23 capital improvement project and fund budget pursuant to budget amendment #23.016. (Valerie Sommer, Library Director) Library Director Sommer’s presented the report and noted the program funding. Director of Capital Projects Gilchrist provided an overview of the Community Civic Campus Phase 2 – Construction. Motion — Vice Mayor Nicolas /Second – Councilmember Nicolas: To approve Resolution No. 166- 2022 authorizing the acceptance of $4,492,310 in Building Forward Library Infrastructure Grant Program funding from the California State Library to support the New Main Library as part of the Library, Parks and Recreation Center project and amending the Fiscal Year 2022-23 capital improvement project and fund budget pursuant to budget amendment #23.016, by roll call vote: 67 REGULAR CITY COUNCIL MEETING SEPTEMBER 28, 2022 MINUTES PAGE 7 AYES: Councilmembers Addiego, Coleman, and Flores, Vice Mayor Nicolas, and Mayor Nagales; NAYS: None; ABSENT: None; ABSTAIN: None. ITEMS FROM COUNCIL – COMMITTEE REPORTS AND ANNOUNCEMENTS Consensus of the Council to push the Joint Special Meeting of the City Council and Successor Agency of 6:01 p.m. to October 12, 2022. ADJOURNMENT Being no further business Mayor Nagales adjourned the meeting in memory of Eleanor Fuse, Alberto Sarmiento, and Rufino Solorzano at 9:10 p.m. Submitted by: Approved by: Rosa Govea Acosta, MMC, CPMC Mark Nagales City Clerk Mayor Approved by the City Council: / / 68 CALL TO ORDER Mayor Nagales called the meeting to order at 6:08 p.m. ROLL CALL Councilmember Addiego, present in Council Chambers Councilmember Coleman, present in Council Chambers Councilmember Flores, present in Council Chambers Vice Mayor Nicolas, present in Council Chambers Mayor Nagales, present in Council Chambers PLEDGE OF ALLEGIANCE Mayor Nagales led the pledge. AGENDA REVIEW No changes. ANNOUNCEMENTS FROM STAFF Mayor Nagales acknowledged Ben Valdez, Public Works Maintenance Worker who tragically passed away on the job on Tuesday, October 11, 2022. He expressed his condolences to his family on behalf of the City Council and the City. The meeting will be adjourned in his memory. He requested a moment of silence. City Clerk Govea Acosta invited the community to join the City Council Candidates Forum moderated by the League of Women Voters on Wednesday, October 19th from 6:00 p.m. to 7:30 p.m. in the Municipal Services Building – Council Chambers. Additional information can be found on the City’s website. Public Works Director Kim invited the community to attend the Fall Cleanup event on Saturday, October 15th. MINUTES REGULAR MEETING CITY COUNCIL CITY OF SOUTH SAN FRANCISCO WEDNESDAY, OCTOBER 12, 2022 6:00 p.m. HYBRID IN-PERSON/VIRTUAL MEETING Municipal Services Building, Council Chambers 33 Arroyo Drive, South San Francisco, CA Via Zoom The City Council may meet by teleconference, consistent with the Brown Act as amended by AB 361 (2021. Under the amended rules, the City will not provide a physical location for members of the public to participate in the teleconference meeting. 69 REGULAR CITY COUNCIL MEETING OCTOBER 12, 2022 MINUTES PAGE 2 PRESENTATIONS 1. Proclamation recognizing October as National Italian American Heritage Month. (Mark Nagales, Mayor) Councilmember Addiego read a proclamation recognizing October as National Italian American Heritage Month. Leo Pierini from Italian American’s Citizen’s Club accepted the certificate on behalf of the Italian community. 2. Proclamation recognizing Fire Prevention Week October 9 – 15, 2022. (Mark Nagales, Mayor) Councilmember Coleman read a proclamation recognizing Fire Prevention Week October 9 through October 15, 2022. Ian Hartidage, Fire Marshall of the South San Francisco Fire Department accepted the recognition and thanked them for the recognition. 3. Proclamation recognizing Domestic Violence Awareness and Prevention Month in October. (Mark Nagales, Mayor) Vice Mayor Nicolas read a proclamation recognizing October as Domestic Violence Awareness and Prevention month. 4. Presentation to City Council for 2022 Beacon Spotlight Award. (Karalee Browne, Institute for Local Government) Nikita Sinha with the Institute for Local Government provided an overview of the 2022 Beacon Program. The City has been a Beacon participant since 2016 and is being recognized. PUBLIC COMMENTS The following individuals provided public comments in-person: • Tom Carney • Triston Kent • David Blumel • Josue Gonzalez • Rebecca Hernandez • Isabel • Anders Chippandale • Matt Klein • Caleb Moran • Rod Palmquist The following individuals provided public comments via Zoom: • Alison Maden • Lucia Lachmayr • Stacy Lein • Xochitl Cervantes 70 REGULAR CITY COUNCIL MEETING OCTOBER 12, 2022 MINUTES PAGE 3 COUNCIL COMMENTS/REQUESTS Councilmember Flores expressed his condolences to the family of Ben Valdez for his sudden loss. He shared Kathy Kay, an avid historian of South San Francisco passed away. He also shared CEO of Boys and Girls of the Peninsula, Peter Fortenball passed away last Friday. He sent prayers and love to the community while noting the importance of mental health. Lastly, he requested that Police Chief Campbell provide an update to the community on their response to the incident at South San Francisco High School. Councilmember Addiego thanked members of AFSCME for their support in the process of negotiations and expressed his condolences to them for the loss of their colleague. He requested to adjourn in memory of Shirley Ann Herbert, Sunshine Garden resident. He also noted last week’s celebration of Filipino Heritage month. Councilmember Coleman spoke on the importance of community togetherness today and public safety response to ensure the safety of students. He thanked the AFSCME members for their patience and applauded their efforts. He invited the community to join a Community Town Hall for District 4 residents in Buri Buri on October 25th. Vice Mayor Nicolas acknowledged the presence of AFSCME members and acknowledged Ben Valdez passing and noted that grief counseling was available to staff. She thanked staff for their work in organizing and assisting the community with the Filipino Flag Raising event. She also thanked those who participated at the Flu Vaccine clinic that took place on Saturday, October 8, 2022. Vice Mayor Nicolas then adjourned in memory of Chizu Nonaka, a Japanese internment survivor. Mayor Nagales expressed his condolences to his family and staff for their loss. He thanked AFSCME members for showing up and speaking up during labor negotiations, the contract shows that South San Francisco has stepped up. He thanked his colleagues for their support of Filipino Flag Raising event. He requested that staff create a database of affordable housing for South San Francisco residents to be the leaders of the movement. He discussed his participation on the Senior Friendly community committee and requested a study of ridership in the Westborough community. CONSENT CALENDAR The City Clerk duly read the Consent Calendar, after which Council voted and engaged in discussion of specific item as follows. Item No. 7 was pulled by Mayor Nagales for further discussion. 5. Motion to approve the Minutes for the meetings of August 10, 2022, August 17, 2022, and August 30, 2022. (Rosa Govea Acosta, City Clerk) 6. Report regarding a motion to accept the construction improvements of the South Airport Boulevard & Belle Aire Road Public Access Improvement Project (CIP No. ST2004) as complete in accordance with plans and specifications (Total Construction Cost $716,674.68). (Jason Hallare, Senior Civil Engineer) 7. Report regarding Resolution No. 167-2022 awarding a contract in the amount of $698,000 to Suarez & Munoz Construction, Inc. of Hayward, California and authorizing a project budget of $837,600 for the Westborough Park Pathway Maintenance Project (Project No. pk2202, Bid No. 2670). (Joshua Richardson, Parks Division Manager) 71 REGULAR CITY COUNCIL MEETING OCTOBER 12, 2022 MINUTES PAGE 4 8. Report regarding Resolution No. 168-2022 authorizing the acceptance of $96,309 from the California State Library to support Gene Mullin Community Learning Center’s English as a Second Language Program and approving Budget Amendment 23.025. (Valerie Sommer, Library Director) 9. Report regarding a Resolution No. 169-2022 authorizing the acceptance of $27,225 from the California State Library to support Project Read through the Family Literacy Services (FLS) program and amending the Library Department’s Fiscal Year 2022 – 2023 Operating Budget and approving Budget Amendment 23.026 (Valerie Sommer, Library Director) 10. Report regarding a Resolution No. 170-2022 authorizing the acceptance of $66,355 from the California State Library to support Project Read through the Adult Literacy Services (ALS) program and amending the Library Department’s Fiscal Year 2022 – 2023 Operating Budget and approving Budget Amendment 23.024. (Valerie Sommer, Library Director) 11. A report regarding a Resolution No. 171-2022 authorizing the City Manager to execute the Second Amendment to the Consulting Services Agreement between the CITY OF SOUTH SAN FRANCISCO with KITCHELL CEM, of Sacramento, California for Program and Construction Management Services to the Community Civic Campus project in an additional not to exceed amount of $3,161,608 for consulting services for the total not to exceed amount of $9,401,472.00 (Jacob Gilchrist, Director of Capital Projects) 12. A report regarding a Resolution No. 172-2022 authorizing the City Manager to execute the First Amendment to the Consulting Services Agreement between the CITY OF SOUTH SAN FRANCISCO with SMITHGROUP, Inc. (SmithGroup), of San Francisco, California for Architectural and Design Services to the Community Civic Campus projects in additional not to exceed amount of $4,137,000 for a total not to exceed amount of $24,356,000. (Jacob Gilchrist, Director of Capital Projects) 13. Report regarding a Resolution No. 173-2022 approving the Partnership Agreement with the County of San Mateo for the purpose of providing personnel support to the San Mateo County Gun Relinquishment Task Force (GRTF). (Scott Campbell, Chief of Police) 14. Report regarding a Resolution No. 174-2022 to continue conducting City Council and advisory body meetings remotely due to health and safety concerns for the public and making related findings (Sky Woodruff, City Attorney) Item No. 7: Mayor Nagales requested clarification on the construction schedule of the project. Park Division Manager Richardson provided an overview of the proposed project. Mayor Nagales requested signage to inform the community of the work being done. Park Division Manager Richardson said all neighbors will be notified and signs will be posted. 72 REGULAR CITY COUNCIL MEETING OCTOBER 12, 2022 MINUTES PAGE 5 ADMINISTRATIVE BUSINESS 15. Report regarding Resolution No. 175-2022 approving a successor Memorandum of Understanding between the City and the South San Francisco Police Association (SSFPA) and approving budget amendment number 23.022, and a resolution approving a successor Memorandum of Understanding between the City and The American Federation of State, County, and Municipal Employees (AFSCME) Local 829 and approving budget amendment number 23.023 (Leah Lockhart, Human Resources Director) Human Resources Director Lockhart presented the report and noted the bargaining items. Mayor Nagales thanked staff for the dedication and commitment to negotiate on behalf of the City Council and for the labor groups patience and collaboration. Councilmember Addiego acknowledged the work of staff and noted that the city values employees contributions. Motion – Councilmember Coleman /Second – Councilmember Flores: To approve Resolution No. 175-2022 a Successor Memorandum of Understanding between the City of South San Francisco and the South San Francisco Police Association for July 1, 2022 - June 30, 2025 and Approving Budget Amendment number 23.022, by roll call vote: AYES: Councilmembers Addiego, Coleman, and Flores, Vice Mayor Nicolas, and Mayor Nagales; NAYS: None; ABSTAIN: None. Motion – Councilmember Addiego /Second – Mayor Nagales: To approve Resolution No. 176-2022 a successor Memorandum of Understanding between the City of South San Francisco and The American Federation of State, County, and Municipal Employees (AFSCME) Local 829 and approving budget amendment number 23.023, by roll call vote: AYES: Councilmembers Addiego, Coleman, and Flores, Vice Mayor Nicolas, and Mayor Nagales; NAYS: None; ABSTAIN: None. Meeting recessed: 7:45 p.m. Meeting resumed: 8:00 p.m. PUBLIC HEARING Public hearing opened: 8:00p.m. 16. Report regarding adoption of documents related to the comprehensive update of the General Plan, including the 2040 General Plan Update, Climate Action Plan Update and Zoning Ordinance Update, and certification of an overarching Environmental Impact Report (Billy Gross, Principal Planner and Lisa Costa Sanders, Project Administrator) Erick Yurkovich, Principle of Raimi and Consultants presented the General Plan update process and climate action plan. Council thanked staff and the General Plan Advisory Committee for providing feedback to the Council. Councilmember Flores thanked staff and the citizens advisory group. He inquired about an opportunity for community members to continue to provide input regarding Cypress and Pine 73 REGULAR CITY COUNCIL MEETING OCTOBER 12, 2022 MINUTES PAGE 6 Avenue playlot. Principal Planner Gross provided an overview of the general plan update and the process of community engagement. Vice Mayor Nicolas also thanked staff for their efforts and community participation. Councilmember Addiego acknowledged staff for their efforts and thanked the community for their involvement. Councilmember Coleman thanked staff for their work and dedication to the community and climate action area and building elements. Mayor Nagales requested clarification on the AB 2097 (new development near transportation zone parking requirements) Principal Planner Gross provided an overview of the project. City Manager Futrell provided an overview of the proposed plan. 16a. Motion – Vice Mayor Nicolas /Second - Councilmember Coleman: To approve Resolution No. 177-2022 making findings and certifying the Environmental Impact Report, including adoption of the Statement of Overriding Considerations and Mitigation Monitoring and Reporting Program, for the 2040 General Plan Update, Climate Action Plan Update and Zoning Ordinance Update, by roll call vote: AYES: Councilmembers Addiego, Coleman, and Flores, Vice Mayor Nicolas, and Mayor Nagales; NAYS: None; ABSTAIN: None. 16b. Motion – Mayor Nagales /Second – Councilmember Addiego: To approve Resolution No. 178-2022 making findings and adopting the 2040 General Plan Update and Climate Action Plan Update, by roll call vote: AYES: Councilmembers Addiego, Coleman, and Flores, Vice Mayor Nicolas, and Mayor Nagales; NAYS: None; ABSTAIN: None. 16c. Motion – Councilmember Addiego /Second – Vice Mayor Nicolas: To introduce on first reading an ordinance repealing certain sections of Title 20 of the South San Francisco Municipal Code and adopt the Zoning Ordinance Update, including a new Title 20 and Zoning Map, by roll call vote: AYES: Councilmembers Addiego, Coleman, and Flores, Vice Mayor Nicolas, and Mayor Nagales; NAYS: None; ABSTAIN: None. 16d. Motion – Councilmember Flores /Second – Councilmember Addiego: To introduce on first reading an ordinance relocating the existing Childcare Fee chapter from Title 20 Zoning to Title 8 Health and Welfare, where other impact fee regulations are contained, by roll call vote: AYES: Councilmembers Addiego, Coleman, and Flores, Vice Mayor Nicolas, and Mayor Nagales; NAYS: None; ABSTAIN: None. 16e. Motion – Mayor Nagales /Second - Councilmember Coleman: To approve Resolution No. 179-2022 to establish a Community Benefits Program Fee for new non-residential development in the City pursuant to Section 20.395.003 of the Zoning Code – Community Benefits Program, by roll call vote: AYES: Councilmembers Addiego, Coleman, and Flores, Vice Mayor Nicolas, and Mayor Nagales; NAYS: None; ABSTAIN: None. 74 REGULAR CITY COUNCIL MEETING OCTOBER 12, 2022 MINUTES PAGE 7 ITEMS FROM COUNCIL – COMMITTEE REPORTS AND ANNOUNCEMENTS Vice Mayor Nicolas requested an update on the Dahlia Project affordable housing program in San Francisco. City Manager Futrell provided an overview of the affordable housing program and noted that for the last five years San Mateo County has not put forth a program. He will revisit the original vision of South San Francisco to deliver a program to San Mateo County residents and work with the County of San Mateo. ADJOURNMENT Being no further business Mayor Nagales adjourned the meeting in memory of Ben Valdez, Chizu Nonaka, and Kathy Kay at 9:16 p.m. Submitted by: Approved by: Maricela Lomeli Mark Nagales Administrative Assistant II Mayor Approved by the City Council: / / 75 CALL TO ORDER Mayor Nagales called the meeting to order at 5:00 p.m. ROLL CALL Councilmember Addiego, present Councilmember Coleman, present Councilmember Flores, present Vice Mayor Nicolas, present Mayor Nagales, present AGENDA REVIEW No changes. PUBLIC COMMENTS - Comments are limited to items on the Special Meeting Agenda. None. CLOSED SESSION Entered into Closed Session: 5:03 p.m. 1. Conference with Legal Counsel – Anticipated Litigation Initiation of litigation pursuant to Government Code Section 54956.9(d)(4): One potential case 2. Conference with Real Property Negotiators (Pursuant to Government Code Section 54956.8) Property: City property at 367 Marina Boulevard (APN 015-011-350) City Negotiators: Nell Selander, Director of Economic and Community Development; Ernesto Lucero, Acting Deputy Director of Economic and Community Development; and Lindsay D’Andrea, Assistant City Attorney Negotiating Party: Ensemble Investments Under Negotiations: Price and Terms Resumed from Closed Session: 9:01 p.m. Report out from Closed Session by Mayor Nagales: Direction given. No reportable action. ADJOURNMENT Being no further business Mayor Nagales adjourned the meeting at 9:03 p.m. Submitted by: Approved by: Rosa Govea Acosta, MMC, CPMC Mark Nagales City Clerk Mayor Approved by the City Council: / / MINUTES SPECIAL MEETING CITY COUNCIL CITY OF SOUTH SAN FRANCISCO WEDNESDAY, OCTOBER 12, 2022 5:00 p.m. Municipal Services Building Council Chambers 33 Arroyo Drive, South San Francisco The City Council may meet by teleconference, consistent with the Brown Act as amended by AB 361 (2021. Under the amended rules, the City will not provide a physical location for members of the public to participate in the teleconference meeting. 76 CALL TO ORDER Mayor Nagales called the meeting to order at 8:59 p.m. ROLL CALL Councilmember Addiego, present Councilmember Coleman, present Councilmember Flores, present Vice Mayor Nicolas, present Mayor Nagales, present AGENDA REVIEW No changes. PUBLIC COMMENTS - Comments are limited to items on the Special Meeting Agenda. None. CLOSED SESSION Entered into Closed Session: 9:00 p.m. 1. Conference with Real Property Negotiators (Pursuant to Government Code 54956.8) Properties: 616 and 700 Linden Avenue (APNs 012-174-300, 012-145-370) Agency Negotiators: Nell Selander ECD Director Negotiating Parties: City of South San Francisco and City of South San Francisco Successor Agency to the Redevelopment Agency Under Negotiation: Price and Terms Resumed from Closed Session: 9:27 p.m. Report out from Closed Session by Mayor Nagales: Direction given. No reportable action. ADJOURNMENT Being no further business Mayor Nagales adjourned the meeting at 9:29 p.m. MINUTES JOINT SPECIAL MEETING CITY COUNCIL AND SUCCESSOR AGENCY CITY OF SOUTH SAN FRANCISCO WEDNESDAY, OCTOBER 12, 2022 6:01 p.m. Municipal Services Building Council Chambers 33 Arroyo Drive, South San Francisco The City Council may meet by teleconference, consistent with the Brown Act as amended by AB 361 (2021. Under the amended rules, the City will not provide a physical location for members of the public to participate in the teleconference meeting. 77 SPECIAL CITY COUNCIL MEETING MARCH 16, 2022 MINUTES PAGE 2 Submitted by: Approved by: Rosa Govea Acosta, MMC, CPMC Mark Nagales City Clerk Mayor Approved by the City Council: / / Rosa Govea Acosta, MMC, CPMC Mark Nagales Board Clerk Chair Approved by the Successor Agency: / / 78 CALL TO ORDER Mayor Nagales called the meeting to order at 6:00 p.m. ROLL CALL Councilmember Addiego, present in Council Chambers Councilmember Coleman, present in Council Chambers Councilmember Flores, present in Council Chambers Vice Mayor Nicolas, present in Council Chambers Mayor Nagales, present in Council Chambers PLEDGE OF ALLEGIANCE Mayor Nagales led the pledge. AGENDA REVIEW No changes. ANNOUNCEMENTS FROM STAFF None. PRESENTATIONS 1. Proclamation recognizing October as National Disability Employment Awareness Month (NDEAM). (Mark Nagales, Mayor) Mayor Nagales read a proclamation recognizing National Disability Employment Awareness. Scott Signer, a South San Francisco CERT member, accepted the proclamation on behalf of the community and thanked the Council for the recognition. MINUTES REGULAR MEETING CITY COUNCIL CITY OF SOUTH SAN FRANCISCO WEDNESDAY, OCTOBER 26, 2022 6:00 p.m. HYBRID IN-PERSON/VIRTUAL MEETING Municipal Services Building, Council Chambers 33 Arroyo Drive, South San Francisco, CA Via Zoom The City Council may meet by teleconference, consistent with the Brown Act as amended by AB 361 (2021). Under the amended rules, the City will not provide a physical location for members of the public to participate in the teleconference meeting. 79 REGULAR CITY COUNCIL MEETING OCTOBER 26, 2022 MINUTES PAGE 2 2. Proclamation recognizing October as Breast Cancer Awareness Month. (Mark Nagales, Mayor) Vice Mayor Nicolas read into the record a proclamation recognizing October as Breast Cancer Awareness month. PUBLIC COMMENTS The following individuals provided public comment in-person: • Tom Carney The following individuals provided public comment via Zoom: • Weng Tam COUNCIL COMMENTS Vice Mayor Nicolas shared her participation in the San Mateo County Gun Violence Prevention Program and provided an overview of the program to the community. Councilmember Coleman indicated that the Community Town Hall of October 25 was successful and thanked the staff for their participation. Councilmember Flores requested that Public Works staff assess the intersection of Maple and Aspen Avenue for traffic control. He asked for staff to provide information on the ROEM Affordable Housing program at Grand and Linden Avenue as he received multiple inquiries. Economic and Community Development Director Selander provided an overview of the application process and indicated that additional information would be posted to the city's website and included in the Mayor's weekly announcement. He noted that Senator Padilla's staff toured the Economic Advancement Center in South San Francisco and was impressed with the services offered to the community. Councilmember Addiego invited the community to celebrate the 100th year of Martin Elementary School on Saturday, October 29, 2022, and the South San Francisco Taste of South San Francisco event on Friday, November 4, 2022. Mayor Nagales provided an update on the events attended and thanked Senator Padilla's Chief of Staff for visiting the Economic Advancement Center and their interest in helping the community. Due to a recent speeding accident on Westborough Boulevard during school hours, he requested that staff consider reducing the speed limit near schools and adding it as a discussion topic to a future South San Francisco Unified School District subcommittee. CONSENT CALENDAR The City Clerk duly read the Consent Calendar, after which Council voted and engaged in discussion of specific item as follows. 3. Motion to approve the Minutes for the meeting of September 20, 2022. (Rosa Govea Acosta, City Clerk) 4. Motion to cancel the Regular City Council meetings of November 23, 2022, and December 28, 2022 (Rosa Govea Acosta, City Clerk) 5. Report regarding Resolution No. 180-2022 authorizing the City Clerk’s response to the San Mateo County Civil Grand Jury Report, dated August 9, 2022, entitled “A Delicate Balance between Knowledge and Power: Government Transparency and the Public’s Right to Know” and authorizing the City Clerk to send the response letter on behalf of the City Council. (Rosa Govea Acosta, City Clerk) 80 REGULAR CITY COUNCIL MEETING OCTOBER 26, 2022 MINUTES PAGE 3 6. Report regarding Resolution No. 181-2022 accepting $29,454.17 from the South San Francisco Friends of the Library to support an opening day collection in the New Main Library, and approving budget amendment 23.030 (Valerie Sommer, Library Director) 7. Report regarding a second reading and adoption of an Ordinance repealing certain sections of Title 20 of the South San Francisco Municipal Code and adopting the Zoning Ordinance Update, including a new Title 20 and Zoning Map, and an Ordinance relocating the existing Childcare Fee chapter from Title 20 Zoning to Title 8 Health and Welfare, where other impact fee regulations are contained. (Billy Gross, Principal Planner) 7a. Ordinance No. 1646-2022 repealing certain sections of Title 20 of the South San Francisco Municipal Code and adopt the Zoning Ordinance Update, including a new Title 20 and Zoning Map. 7b. Ordinance No. 1647-2022 relocating the existing Childcare Fee chapter from Title 20 Zoning to Title 8 Health and Welfare, where other impact fee regulations are contained. Motion — Councilmember Coleman /Second – Councilmember Addiego: To approve Consent Calendar 3-7, by roll call vote: AYES: Councilmembers Addiego, Coleman, and Flores, Vice Mayor Nicolas, and Mayor Nagales; NAYS: None; ABSENT: None; ABSTAIN: None. ADMINISTRATIVE BUSINESS 8. Report regarding Resolution No. 182-2022 approving the acceptance of a grant in the amount of $50,000 from the San Mateo County Strong Out of School Grant Program for the Parks and Recreation Department's Los Cerritos Recreation, Enrichment, and Learning (REAL) Program, and amending the Parks and Recreation Department's Fiscal Year 2022-23 Operating Budget pursuant to budget amendment #23.029. (Greg Mediati, Parks and Recreation Director) Recreation and Community Services Supervisor Kimberley Morrison presented the report. Mayor Nagales requested clarification on the grant awarding process, which Supervisor Morrison provided. Councilmember Flores and Addiego noted the importance of collaborating with the District to benefit local schools and students. Parks and Recreation Director Greg Mediati thanked staff for their work and indicated that the team would continue to pursue grant funding opportunities for childcare programs. Motion — Vice Mayor Nicolas /Second – Councilmember Flores: To approve Resolution No. 182- 2022 approving the acceptance of a grant in the amount of $50,000 from the San Mateo County Strong Out of School Grant Program for the Parks and Recreation Department's Los Cerritos Recreation, Enrichment, and Learning (REAL) Program, and amending the Parks and Recreation Department's Fiscal Year 2022-23 Operating Budget pursuant to budget amendment #23.029, by roll call vote: AYES: Councilmembers Addiego, Coleman, and Flores, Vice Mayor Nicolas, and Mayor Nagales; NAYS: None; ABSENT: None; ABSTAIN: None. 9. Study session regarding commercial reach codes outreach efforts. (Christina Fernandez, Chief Sustainability Officer; Phil Perry, Chief Building Official, and Melanie Jacobson, Integrative Designs 360) 81 REGULAR CITY COUNCIL MEETING OCTOBER 26, 2022 MINUTES PAGE 4 Melanie Jacobson, Principal of Integrated Design 360 LLC, provided an overview of the 2022 Building Electrification & EV Reach Codes and recommendations. Farhad Farahmand, Associate Director, Energy Policy with TRC Companies, discussed EV Infrastructure. Councilmember Coleman requested clarification on all-electric and rebates. Farhad Farahmand provided an overview of the New Construction Electrification, Electric Vehicle Charging Infrastructure, and Existing Building Electrification. He noted that the proposed reach codes would apply to new construction only. Vice Mayor Nicolas inquired about the electric grid's reliability, given the need to implement updated reach codes. Rafael Reyes, Director of Energy Programs with Peninsula Clean Energy, responded and noted the challenges. Councilmember Addiego discussed the city's efforts in addressing Climate Change, including shifting to an all-electric vehicle fleet. Rafael Reyes, Director of Energy Programs with Peninsula Clean Energy, provided an overview and addressed his questions. Councilmember Flores requested clarification on possible incentives to offset the cost of energy- efficient improvements, accessibility to renters, and the three levels of electric vehicle charging stations. Rafael Reyes, Director of Energy Programs with Peninsula Clean Energy, provided an overview of the program and the recommended charging station. Mayor Nagales requested clarification on the incentives and suggested that staff review the City of San Mateo's sustainability program. Director Reyes provided an overview of available programs through Peninsula Clean Energy. Councilmember Coleman noted the financial impact of imposing an all-electric reach code and the importance of integrating the changes without financial hardships on businesses and residents of the community. The Council provided feedback to the consultants and noted their preference for Option #3 - Electric only. ITEMS FROM COUNCIL – COMMITTEE REPORTS AND ANNOUNCEMENTS Mayor Nagales shared his participation in the “Working Together to End Homelessness Summit” on Friday, October 28, 2022. ADJOURNMENT Being no further business Mayor Nagales adjourned the meeting at 7:55 p.m. Submitted by: Approved by: Rosa Govea Acosta, MMC, CPMC Mark Nagales City Clerk Mayor Approved by the City Council: / / 82 CALL TO ORDER Mayor Nagales called the meeting to order at 6:00 p.m. ROLL CALL Councilmember Addiego, present in Council Chambers Councilmember Coleman, present via Zoom Councilmember Flores, present in Council Chambers Vice Mayor Nicolas, present in Council Chambers Mayor Nagales, present in Council Chambers PLEDGE OF ALLEGIANCE Mayor Nagales led the pledge. AGENDA REVIEW No changes. ANNOUNCEMENTS FROM STAFF None. PRESENTATIONS 1. Proclamation celebrating November 14th as Ruby Bridges Day. (Mark Nagales, Mayor) Councilmember Flores read the proclamation recognizing November 14th as Ruby Bridges Day. He stated the proclamation would be presented to Mrs. Carlino’s class at Martin Elementary School on Monday, November 14, 2022 and invited the community to join the event at the steps of City Hall at 7:30 am. MINUTES REGULAR MEETING CITY COUNCIL CITY OF SOUTH SAN FRANCISCO WEDNESDAY, NOVMBER 9, 2022 6:00 p.m. HYBRID IN-PERSON/VIRTUAL MEETING Municipal Services Building, Council Chambers 33 Arroyo Drive, South San Francisco, CA Via Zoom The City Council may meet by teleconference, consistent with the Brown Act as amended by AB 361 (2021. Under the amended rules, the City will not provide a physical location for members of the public to participate in the teleconference meeting. 83 REGULAR CITY COUNCIL MEETING NOVEMBER 9, 2022 MINUTES PAGE 2 2. Presentation from PG&E for Tower Safety Project. William Chiang Local Government Affairs with Pacific Gas & Electric (PG&E) presented an overview of the Tower Safety Project at Leo Circle. Councilmember Flores informed the community of the meeting outcome and shared their concerns outreach efforts and concerns. PUBLIC COMMENTS The following individuals provided public comment in-person: • Charles Whitaker • Charles Hannan • Richard Hedges • Priscilla Paras Huerta • Lamoin Werlein Jean • Lorraine Powell The following individuals provided public comment via Zoom: • Sean Reese • Lucia Lachmayr • Jon Jimenez COUNCIL COMMENTS Mayor Nagales thanked all City Council candidates for their participation in this year’s election and for being able to stay above the competition and hold successful campaigns. He also shared that he participated in the End Homelessness Summit where the county announced the will be creating a section 8 voucher program. Vice Mayor Nicolas thanked our Veterans for their sacrifices. She also recognized the Finance Department for their recent recognition from the Government Finance Officers Association (GFOA) Certificate of Achievement for Excellence in Financial Reporting Award Program. Additionally, she congratulated the Senior Services staff for their successful 41st Holiday Boutique and shared the Taste of South San Francisco was also a huge success. Lastly, she requested to adjourn the meeting in memory of Fil Da Cunha and Jack Palmer. Councilmember Addiego congratulated South San Francisco resident, Congressman Kevin Mullin, for winning his election race. He thanked the community for their support during his campaign and thanked his challenger for her willingness to serve the community. Councilmember Flores noted the importance of democracy and the privilege and right to vote. He also noted that the Parks and Recreation department is proud to announce a free program at Paradise Valley Recreation Center called “Kids Club”. The program will run from 3:00 p.m. - 5:00 p.m. once a week and will offer one-on-one baseball classes on Mondays, pending additional classes. More information will be available on ssf.net or at the Parks and Recreation Department located at 33 Arroyo Drive. Lastly, he requested the meeting be adjourned in memory of Marcial Leon Vigo, father in law of Promotora Marisol Durand. 84 REGULAR CITY COUNCIL MEETING NOVEMBER 9, 2022 MINUTES PAGE 3 Councilmember Coleman shared his recent experience visiting South San Francisco's Sister City, Kishiwada, Japan, which celebrated its 100th anniversary. He expressed his satisfaction with the voters' approval of Measure AA. He noted that Frank McAuley, President of the Sister Cities Association, will explore a student exchange program in the future. CONSENT CALENDAR The City Clerk duly read the Consent Calendar, after which Council voted and engaged in discussion of specific item as follows. Item No. 10, Item No. 16 and Item No. 17 were pulled by Mayor Nagales, Councilmember Flores, and Councilmember Coleman for further discussion. 3. Motion to approve the Minutes for the meetings of September 14, 2022 and September 28, 2022. (Rosa Govea Acosta, City Clerk) 4. Report regarding a motion to accept the construction improvements of Police Operations & 911 Dispatch Center Project as complete in accordance with plans and specifications (total construction cost $52,785,285). (Jacob Gilchrist, Director of Capital Projects)) 5. Report regarding Resolution No. 184-2022 to continue conducting City Council and advisory body meetings remotely due to health and safety concerns for the public and making related findings (Sky Woodruff, City Attorney) 6. Report regarding Resolution No. 185-2022 to amend the wage and salary schedule for the City of South San Francisco for Fiscal Year 2022-2023 and approving budget amendment number 23.032 (Leah Lockhart, Human Resources Director) 7. Report regarding Resolution No. 186-2022 authorizing the acceptance of $7,918.09 in grant funding from the Department of Justice for soft armor vests for the South San Francisco Police Department and approving Budget Amendment 23.021. (Ken Chetcuti, Police Lieutenant) 8. Report regarding Resolution No. 187-2022 authorizing the acceptance of $40,000 in grant funding from the Woodlawn Foundation to support Project Read's Learning Wheels Family Literacy Program and amending the Library Department's Fiscal Year 2022 - 2023 Operating Budget via Budget Amendment 23.031. (Valerie Sommer, Library Director) 9. Report regarding Resolution No. 188-2022 authorizing acceptance of grant funds from the State of California Budget Act of 2021, SB 129 for Building Forward Library Infrastructure Grant Program funding and execution of an agreement with the State related to the grant. (Valerie Sommer, Library Director) 10. Report regarding Resolution No. 189-2022 authorizing the City Manager to execute a grant agreement to the South San Francisco Women's Club for a grant award of $25,000.00 allocated to facade and tenant improvement repairs to the Women's Club building located at 470 Grand Avenue in South San Francisco. (Katie Donner, Management Analyst I) 11. Report regarding Resolution No. 190-2022 for the procurement of library equipment and authorizing the City Manager to execute a purchasing contract with Lyngsoe Systems for the Library | Parks & Recreation facility (pf2103), in the amount not to exceed $307,846.00. (Jacob Gilchrist, Director of Capital Projects) 85 REGULAR CITY COUNCIL MEETING NOVEMBER 9, 2022 MINUTES PAGE 4 12. Report regarding Resolution No. 191-2022 authorizing the City Manager to execute the Second Amendment to the purchase and services agreement with Edgeworth Integration, LLC for the replacement of security cameras, video management software and server equipment in an additional amount not to exceed $139,429.80, and a total not to exceed amount of $355,546.80. (Tony Barrera, Director of Information Technology) 13. Report regarding Resolution No. 192-2022 approving a purchase agreement for the procurement of information technology (IT) equipment / computer hardware and authorizing the City Manager to execute the agreement with Dell Marketing L.P. in the amount not to exceed $240,396.66. (Jacob Gilchrist, Director of Capital Projects) 14. Report regarding Resolution No. 193-2022 authorizing the City Manager to execute the First Amendment to the Consulting Services Agreement between the City of South San Francisco with Swinerton Management and Consulting, of San Francisco, California for Construction Management Services of the Orange Memorial Park Sports Field project in an amount not to exceed $271,850 for consulting services. (Philip Vitale, Deputy Director of Capital Projects) 15. Report regarding Resolution No. 194-2022 approving the grant of utility easement on City of South San Francisco property, APN 093-312-050, for the Civic Campus Phase 2: Library | Parks & Recreation and Community Theater/Council Chamber (pf2103 & pf2207) to Pacific Gas & Electric for electrical lines and related infrastructure and authorizing the City Manager to execute an easement deed to grant the easement. (Jacob Gilchrist, Director of Capital Projects) 16. Report regarding two resolutions authorizing the City Manager to approve a Lease Agreement with the Boys & Girls Club of the Peninsula for a portion of City-owned land at 201 West Orange Avenue for an existing building and a Consent, Assignment, Assumption and Amendment Agreement to assign an existing loan related to the building. (Sharon Ranals, Assistant City Manager) 16a. Resolution No. 195-2022 authorizing the City Manager to approve a Lease Agreement with the Boys & Girls Club of the Peninsula for a portion of City-owned property at 201 West Orange Avenue for an building located on the property. 16b. Resolution No. 196-2022 authorizing the City Manager to approve a Consent, Assignment, Assumption and Amendment Agreement with the Boys & Girls Club of the Peninsula for a $100,000 forgivable Community Development Block Grant loan for repairs to a building located on City-owned property at 201 West Orange Avenue. 17. Report regarding Resolution No. 197-2022 supporting the Junipero Serra Boulevard/Westborough Boulevard Pedestrian and Bicycles Connectivity and Safety Project and submission of an application to the San Mateo County Transportation Authority for Cycle 6 Pedestrian and Bicycle Program Funding (Project No. st3201). (Matthew Ruble, Principal Engineer) 86 REGULAR CITY COUNCIL MEETING NOVEMBER 9, 2022 MINUTES PAGE 5 18. Report regarding Resolution No. 198-2022 supporting the El Camino Real Bicycle and Pedestrian Corridor Study and submitting an application to the San Mateo County Transportation Authority for Cycle 6 Pedestrian and Bicycle Program Funding. (Christopher Espiritu, Senior Transportation Planner) Item No. 10: Mayor Nagales acknowledged the grant award to the South San Francisco Women’s Club. Corinne Burgess thanked the Council for their support. Item No. 17: Councilmember Coleman thanked staff as he noted the need for bicycle access. Motion — Councilmember Flores /Second – Councilmember Addiego: To approve Consent Calendar 3-15 and 17-18, by roll call vote: AYES: Councilmembers Addiego, Coleman, and Flores, Vice Mayor Nicolas, and Mayor Nagales; NAYS: None; ABSENT: None; ABSTAIN: None. Item No. 16: Councilmember Flores abstained due to Conflict of Interest as he currently serves on the Board of Directors of the Boys and Girls Club of North San Mateo County. Motion — Councilmember Addiego /Second – Vice Mayor Nicolas: To approve Consent Calendar 16, by roll call vote: AYES: Councilmembers Addiego, Coleman, Vice Mayor Nicolas, and Mayor Nagales; NAYS: None; ABSENT: None; ABSTAIN: Councilmember Flores. PUBLIC HEARING Public hearing opened: 7:02 p.m. 19. Report regarding Resolution No. 199-2022 adopting the Active South City Bicycle and Pedestrian Master Plan. (Christopher Espiritu, Senior Transportation Planner and Tony Rozzi, Chief Planner) Senior Transportation Planner Espiritu presented the report and provided an overview of the project. Councilmember Coleman inquired about specific plans for protected bike lanes to ensure bicyclist safety. Senior Transportation Planner Espiritu provided an overview. The following individuals provided public comments: • Arian Guzman -BPAC Member • Anthony Montes -Silicon Valley Bicycle Coalition • Natalie Gore - BPAC Member Public hearing closed: 7:37 p.m. Motion — Mayor Nagales /Second – Vice Mayor Nicolas: To adopt Resolution No. 199-2022 making findings and adopting the Active South City Bicycle and Pedestrian Master Plan., by roll call vote: AYES: Councilmembers Addiego, Coleman, Vice Mayor Nicolas, and Mayor Nagales; NAYS: None; ABSENT: None; ABSTAIN: Councilmember Flores. 20. Report regarding an ordinance repealing current Building Code regulations under Title 15 of the South San Francisco Municipal Code, and adopting by reference the 2022 California Building Standards Codes with certain local amendments. (Phillip Perry, Chief Building Official) 87 REGULAR CITY COUNCIL MEETING NOVEMBER 9, 2022 MINUTES PAGE 6 Public hearing opened: 7:58 p.m. Principal Planner Gross presented the report. Vice Mayor Nagales requested clarification on parking requirements and the use of predetermined monies for street improvements. Principal Planner Gross provided an overview of the project and building use and noted that the City Council would determine the use of the allocated funding. Vice Mayor Nagales requested clarification on parking requirements and the use of predetermined monies for street improvements. Principal Planner Gross provided an overview of the project and building use and noted that the City Council would determine the use of the allocated funding. Councilmember Flores inquired about traffic improvements and public amenity spaces and noted the community's concern about the project size. Public hearing closed: 7:41 p.m. Motion — Councilmember Addiego /Second – Councilmember Flores: To introduce on first reading, an Ordinance repealing Chapters 15.06 (California Administrative Code), 15.08 (California Building Code), 15.10 (International Property Maintenance Code, 2018 Edition), 15.12 (California Plumbing Code), 15.14 (California Residential Code), 15.16 (California Mechanical Code), 15.20 (California Electrical Code), 15.22 ( California Green Building Standards Code), 15.24 (California Fire Code), 15.26 (California Energy Code), 15.32 (California Historical Building Code), 15.34 (California Existing Building Code), and 15.36 (California Referenced Standards Code) of the South San Francisco Municipal Code and making findings, adopting by reference, making local amendments to the 2022 Edition of the California Building Standards Code, California Code of Regulations, Title 24, parts 1, 2, 2.5, 3, 4, 5, 6, 8, 9, 10, 11, 12 and International Property Maintenance Code, 2021 Edition by roll call vote: AYES: Councilmembers Addiego, Coleman, and Flores, Vice Mayor Nicolas, and Mayor Nagales; NAYS: None; ABSENT: None; ABSTAIN: None. Meeting recessed: 7:42 p.m. Meeting resumed: 7:51 p.m. ADMINISTRATIVE BUSINESS 21. Motion to approve the use of the acronym LPR when referring to the Library | Parks & Recreation building at the Community Civic Campus. (Jacob Gilchrist, Director of Capital Projects) Director of Capital Projects Gilchrist presented the report. Vice Mayor Nicolas shared the concern expressed by the Council about the use of LPR. Councilmember Flores thanked staff for their efforts in searching for an acronym and expressed his concern in funding an acronym sign to place on the building. He noted that the MSB is an acronym used by staff and residents however the sign reads “Municipal Services Building”. He also noted that the building will face Civic Campus Drive which may cause confusion. Councilmember Coleman expressed his support for using the acronym or catch phrase, Civic Campus or Campus Center, however, is not sold on LPR. 88 REGULAR CITY COUNCIL MEETING NOVEMBER 9, 2022 MINUTES PAGE 7 Mayor Nagales stated his support of Civic Campus due to the various activities that will be available to the public at the facility. He inquired about the costs of the signs and if changes would affect the affect the project timeline. Director of Capital Projects Gilchrist provided an overview of the costs dependent on sign size and placement. He noted that the Police Department building does not have an acronym sign and acknowledged Council’s concerns. He also indicated that signs are not required and provided an overview of the project should the council decide not to name the building. Assistant City Manager Ranals indicated there would not be a significant impact to the project cost and timeline due to the cost of building sign, however, noted that there may be a minimal cost if the Council choses to redesign the sign. Councilmember Coleman expressed his desire of clear signage. A consensus of the Council to forego LPR signage and direct staff to solicit alternative sign designs with three to four options removing SSF and enlarging LPR from the graphic artist for the Council’s future consideration. City Manager Futrell indicated staff would bring back a design for Council’s approval prior to the building opening. 22. Report regarding Resolution 200-2022 renaming Antoinette Lane north of Chestnut Avenue as Civic Campus Way. (Sharon Ranals, Assistant City Manager) Assistant City Manager Ranals presented the report and provided an overview of the request to change the street name. Councilmember Flores inquired about the process of notification to affected residents of the area. Assistant City Manager Ranals indicated that notices were mailed to residents. Councilmember Addiego stated his support of providing a $500 compensation per unit and $1,000 per building owner for address changes resulting from the renaming of Antoinette Lane. A consensus of the Council that the Community Civic Campus address be 901 Civic Campus Way. Motion — Councilmember Addiego /Second – Councilmember Coleman: To approve Resolution No. 200-2022 authorizing the renaming of Antoinette Lane North of Chestnut Avenue to Civic Campus Way , by roll call vote: AYES: Councilmembers Addiego, Coleman, and Flores, Vice Mayor Nicolas, and Mayor Nagales; NAYS: None; ABSENT: None; ABSTAIN: None. 23. Report regarding Resolution No. 201-2022 authorizing acceptance of $232,387.53 in fundraising via the South San Francisco Public Library Foundation, appropriating these new funds as well as funding in the amount of $9,361,310 previously accepted by City Council and amending the fiscal year 2022-23 budget in the amount of $9,593,697.53 via Budget Amendment 23.017 to support the capital improvement project for the new Library, Parks and Recreation Center. (Valerie Sommer, Library Director) Literacy Director Sommer presented the report. She shared donations could still be made via the City’s website. 89 REGULAR CITY COUNCIL MEETING NOVEMBER 9, 2022 MINUTES PAGE 8 Motion — Vice Mayor Nicolas /Second Councilmember Flores–: To approve Resolution No. 201- 2022 authorizing acceptance of $232,387.53 in fundraising via the South San Francisco Public Library Foundation, appropriating these new funds as well as funding in the amount of $9,361,310 previously accepted by City Council and amending the fiscal year 2022-23 budget in the amount of $9,593,697.53 via Budget Amendment 23.017 to support the capital improvement project for the new Library, Parks and Recreation Center., by roll call vote: AYES: Councilmembers Addiego, Coleman, and Flores, Vice Mayor Nicolas, and Mayor Nagales; NAYS: None; ABSENT: None; ABSTAIN: None. 24. Report regarding a Resolution accepting $476,487 in grant funding from Metropolitan Transportation Commission’s Transportation Improvement Program, approving Budget Amendments #23.027 and #23.028, awarding a construction contract to Golden Bay Construction, Inc. in an amount not to exceed $537,056.00, authorizing a total construction contract authority of $617,656.00, and authorizing the City Manager to execute the agreements on behalf of the City for the E101 Transit Expansion Project (CIP No. tr2203). (Jason Hallare, Senior Civil Engineer) Senior Civil Engineer Hallare presented the report. Councilmember Flores inquired about the bus shelter design. Senior Civil Engineer Hallare provided an overview of the proposed shelters and noted that staff would explore esthetic changes in future projects. City Manager Futrell inquired if staff had the option to delay using the grant funding or if we were constrained by time and design. Senior Civil Engineer Hallare stated the City had two years to complete the project and provided an overview of the process of change and noted that project plans were submitted with the grant paperwork and indicated that federal funding is very restricted including bus cutouts which would be a new scope and would not be approved. Principal Engineer Matt Ruble indicated that the project was reviewed and approved, the process to add additional work would invalidate the project as there has been a strict deadline to get to this point, and the project was ready to bid. He also stated as new developments come online, staff can provide additional enhancements, however changes to this project would not be possible. City Manager Futrell indicated staff would continue to explore bus cutout and bus shelter design standards for future projects. Motion — Vice Mayor Nicolas /Second - Mayor Nagales: To approve Resolution No. 202-2022 approving the program supplemental agreement No. F032 with the State of California for E101 Transit Expansion Project (CIP# tr2203) in the amount of $476,487, authorizing the City Manager to execute said agreement, and approving Budget Amendments #23.027 and #23.028. Motion — Councilmember Addiego /Second – Mayor Nagales: To approve Resolution No. 203-2022 accepting $476,487 in grant funding from Metropolitan Transportation Commission’s Transportation Improvement Program, awarding a construction contract to Golden Bay Construction, Inc. in an amount not to exceed $537,056, authorizing a total construction contract authority budget of $617,656, approving Budget Amendments #23.027 and #23.028, and authorizing the City Manager to execute the agreement on behalf of the City for the E101 Transit Expansion Project (CIP No. tr2203, Bid No. 2673). 90 REGULAR CITY COUNCIL MEETING NOVEMBER 9, 2022 MINUTES PAGE 9 ITEMS FROM COUNCIL – COMMITTEE REPORTS AND ANNOUNCEMENTS None. ADJOURNMENT Being no further business Mayor Nagales adjourned the meeting in memory of Fil Da Cunha, Jack Palmer, and Marcial Leon Vigo at 9:00 p.m. Submitted by: Approved by: Jazmine Miranda Mark Nagales Assistant City Clerk Mayor Approved by the City Council: / / 91 CALL TO ORDER Mayor Nagales called the meeting to order at 5:00 p.m. ROLL CALL Councilmember Addiego, present in Council Chambers Councilmember Coleman, absent Councilmember Flores, present in Council Chambers Vice Mayor Nicolas, present in Council Chambers Mayor Nagales, present in Council Chambers AGENDA REVIEW No changes. PUBLIC COMMENTS - Comments are limited to items on the Special Meeting Agenda. The following individuals provided public comments: • Julie Lind • Carol Whitaker • Charles Hannan • Richard Hedges • Priscilla Paras Huerta • Lamoin Werlein Jaen • Lorraine Powell CONSENT CALENDAR 1. Report approving Resolution No. 183-2022 Master Encroachment Agreement with Mobilitie, LLC for the Installation of Network Facilities within the Public Rights-of-Way, and authorizing the City Manager to execute the agreement. (Jacob Gilchrist, Director of Capital Projects) Motion — Vice Mayor Nicolas /Second – Councilmember Addiego: To approve Resolution No. 183-2022 Master Encroachment Agreement with Mobilitie, LLC for the Installation of Network Facilities within the Public Rights-of-Way, and authorizing the City Manager to execute the agreement, by roll call vote: AYES: Councilmembers Addiego and Flores, Vice Mayor Nicolas, and Mayor Nagales; NAYS: None; ABSENT: Councilmember Coleman; ABSTAIN: None. MINUTES SPECIAL MEETING CITY COUNCIL CITY OF SOUTH SAN FRANCISCO WEDNESDAY, NOVEMBER 9, 2022 5:00 p.m. Hybrid In-Person/Virtual via Zoom Municipal Services Building 33 Arroyo Drive, South San Francisco The City Council may meet by teleconference, consistent with the Brown Act as amended by AB 361 (2021. Under the amended rules, the City will not provide a physical location for members of the public to participate in the teleconference meeting. 92 SPECIAL CITY COUNCIL MEETING NOVEMBER 9, 2022 MINUTES PAGE 2 CLOSED SESSION Entered into Closed Session: 5:15 p.m. 2. Conference with Real Property Negotiators (Pursuant to Government Code Section 54956.8) Property: City property at 367 Marina Boulevard (APN 015-011-350) City Negotiators: Nell Selander, Director of Economic and Community Development; Ernesto Lucero, Acting Deputy Director of Economic and Community Development; and Lindsay D’Andrea, Assistant City Attorney Negotiating Party: Ensemble Investments Under Negotiations: Price and Terms Resumed from Closed Session: 5:58 p.m. Report out from Closed Session by Mayor Nagales: Direction given. No reportable action. ADJOURNMENT Being no further business Mayor Nagales adjourned the meeting at 6:01 p.m. Submitted by: Approved by: Rosa Govea Acosta, MMC, CPMC Mark Nagales City Clerk Mayor Approved by the City Council: / / 93 CALL TO ORDER Mayor Nagales called the meeting to order at 6:00 p.m. ROLL CALL Councilmember Addiego, present in Council Chambers Councilmember Coleman, present in Council Chambers Councilmember Flores, present via Zoom Vice Mayor Nicolas, present via Zoom Mayor Nagales, present in Council Chambers AGENDA REVIEW No changes. PUBLIC COMMENTS - Comments are limited to items on the Special Meeting Agenda. None COUNCIL COMMENTS/REQUESTS None CONSENT CALENDAR The City Clerk duly read the Consent Calendar, after which Council voted and engaged in discussion of specific item as follows: Item #2 was pulled for further discussion. 1. Report regarding Resolution No. 204-2022 amending the City’s Conflict of Interest Code to update the List of Designated Positions. (Rosa Govea Acosta, City Clerk) 2.Report regarding Resolution No. 205-2022 amending Resolution No. 94-202 authorizing the City of South San Francisco to apply to the State of California to receive and administer the City’s entitlement of Permanent Local Housing Allocation (PLHA) funds to implement rental assistance program for persons experiencing or at-risk of homelessness, and to enter into all required agreements to receive the PLHA funds. (Ashley Crociani, Community Development Assistant) Item #2: Councilmember Addiego and Mayor Nagales requested clarification on funding and renter assistance lottery program and a five-year projection of funding. Community Development Assistant Crociani provided an overview of the potential households that could be served with the allocation of funds and noted the various services offered through San Mateo County. Vice Mayor Nicolas requested clarification on the matter. Economic and Community Development Director Selander provided clarification. MINUTES SPECIAL MEETING CITY COUNCIL CITY OF SOUTH SAN FRANCISCO WEDNESDAY, NOVEMBER 16, 2022 6:00 p.m. Hybrid In-Person/Virtual via Zoom Municipal Services Building 33 Arroyo Drive, South San Francisco The City Council may meet by teleconference, consistent with the Brown Act as amended by AB 361 (2021. Under the amended rules, the City will not provide a physical location for members of the public to participate in the teleconference meeting. 94 SPECIAL CITY COUNCIL MEETING NOVEMBER 16, 2022 MINUTES PAGE 2 Motion — Councilmember Addiego /Second – Councilmember Coleman: To approve Consent Calendar Items 1-2, by roll call vote: AYES: Councilmembers Addiego, Coleman and Flores, Vice Mayor Nicolas, and Mayor Nagales; NAYS: None; ABSENT: None; ABSTAIN: None. ADMINISTRATIVE BUSINESS 3. Study session providing an update on the City’s pension obligations as it relates to its current unfunded accrued liability (“UAL”) of its retirement plans and facilitating a discussion of various strategies to address and manage the City’s pension obligations. (Karen Chang, Director of Finance) Finance Director Chang presented the report. Councilmember Coleman inquired about the city’s former allocation and expenditure of surplus funds. Finance Director provided an overview of the city’s use and noted that the city’s current surplus of 8 million dollars is pre-designated for infrastructure improvements. City Manager Futrell provided an overview of former uses and indicated that surplus funding has been put into infrastructure reserve and used towards grant funding. Vice Mayor Nicolas requested clarification on retirement and savings percentage payments. Finance Director Chang provided an overview of CalPERS payment and calculations. Councilmember Flores thanked Finance Director Chang for the presentation and requested clarification on the portfolio trust and the possible allocations. Director Chang provided clarification and noted the volatility of the market plays a significant factor. Councilmember Addiego requested clarification on the funding allocation and interest of funds. Director Chang provided an overview. Mayor Nagales inquired about the funding formula, and Director Chang provided an overview of allocations. City Manager Futrell provided an overview of Council’s direction to make additional CalPERS payments from $5.5 to $8 million, increase reserve fund balance, consider 115 trust for future allocations, and draft a pension policy for future reference. ADJOURNMENT Being no further business Mayor Nagales adjourned the meeting at 6:54 p.m. Submitted by: Approved by: Rosa Govea Acosta, MMC, CPMC Mark Nagales City Clerk Mayor Approved by the City Council: / / 95 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-692 Agenda Date:12/14/2022 Version:1 Item #:6. Motion to accept the construction improvements of 2021 Concrete and Green Infrastructure Project (No. st2203)(Angel Torres, Senior Civil Engineer). RECOMMENDATION It is recommended that the City Council,by motion,accept the construction improvements of the 2021 Concrete and Green Infrastructure in accordance with plans and specifications (Total construction cost $1,194,803.10) BACKGROUND/DISCUSSION On September 8,2021,the City Council of South San Francisco awarded the 2021 Concrete and Green Infrastructure Project to Golden Bay Construction, Inc. of Hayward, California. The 2021 Concrete and Green Infrastructure Project installed Americans with Disability Act (ADA)compliant concrete curb ramps at approximately 83 locations ahead of the rubberized pavement rehabilitation project. ADA compliant curb ramp installations were located along sections of:Railroad Avenue,First Lane,Second Lane,Third Lane,Fourth Lane,Orange Avenue,Magnolia Avenue,Pine Terrace and along Maple Avenue as identified in the attached vicinity map (Attachment 1). The work completed consisted of replacement of existing concrete curb ramps with ADA compliant curb ramps,replacement of sections of existing fractured or settled concrete valley gutter,replacement of existing fractured or settled curb and gutter,adjustments to existing drain inlets and underground lines,protection of existing survey monuments within concrete improvement work,and reinstallation of traffic striping and pavement markings removed as part of the concrete work all within the limits of the rubberized pavement rehabilitation work. The project addressed several concrete areas impacted by Magnolia trees that had outgrown the sidewalk area and were impacting the adjacent sidewalk,curb,gutter,asphalt pavement and underground utilities.The project included storm drain green infrastructure improvements at Magnolia and Palm Avenue and at Magnolia between Miller Ave &Fourth Lane.The project replaced the impacted areas with a combination of permeable pavers and bioretention tree well measures to help support the new trees installed that replaced Magnolia trees that were removed. The project also reconstructed a section of Fourth Lane at Spruce Ave;improving drainage and replacing sections of fractured concrete roadway. The Engineering Division inspected the work and found the project to be complete in accordance with the contract documents as of September 22,2022.Project location map and construction photos are included as Attachments 1 and 2, respectively, of this staff report. FISCAL IMPACT This project (No.st2203)is included in the City of South San Francisco’s fiscal year 2022-2023 Capital Improvements Program.There are sufficient funds in FY 2022-2023 to cover the total construction contract costs. City of South San Francisco Printed on 12/9/2022Page 1 of 2 powered by Legistar™96 File #:22-692 Agenda Date:12/14/2022 Version:1 Item #:6. The total construction cost incurred for the project is summarized as follows: Projected Actual Construction Contract $ 986,622.00 $ 986,622.00 Construction Contingency (actual ~21%)$ 245,000.00 $ 208,181.10 Total Construction Budget $1,231,622.00 $1,194,803.10 RELATIONSHIP TO STRATEGIC PLAN Approval of this action will contribute to the City’s Strategic Plan Priority Area 2,Quality of Life Initiative 2.2 by rehabilitating existing streets and curb ramps and helping maintain existing City infrastructure. CONCLUSION Staff recommends acceptance of the project as complete.Upon acceptance,a Notice of Completion will be filed with the County of San Mateo Recorder’s office.At the end of the thirty-day lien period,the retention funds will be released to the contractor after the City receives one-year warranty bond. Attachments: 1.Project Location Map 2.Pre & Post Construction Photos City of South San Francisco Printed on 12/9/2022Page 2 of 2 powered by Legistar™97 Attachment 1: Vicinity Map (st2203 –Improvement Locations) 98 Attachment 2 -Orange Ave and Park Way Intersection Curb Ramp Improvements AfterBefore 99 Attachment 2 –Magnolia Ave & Park Way Intersection Curb Ramp & Drainage Improvements AfterBefore 100 Attachment 2 –Magnolia Ave & Palm Ave Intersection Curb Ramp Improvements AfterBefore 101 Attachment 2 –Magnolia Ave & Palm Ave Intersection Curb Ramp & Green Infrastructure Improvements AfterAfter 102 Attachment 2 -Spruce Ave and 4th Lane Intersection Curb Ramp & Driveway Improvements AfterBefore 103 Attachment 2 –Railroad Ave & Linden Ave Intersection Curb Ramp & Valley Gutter Improvements AfterBefore 104 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-1049 Agenda Date:12/14/2022 Version:1 Item #:7. ..Title Report regarding a resolution to continue conducting City Council and advisory body meetings remotely due to health and safety concerns for the public and making related findings (Sky Woodruff, City Attorney) RECOMMENDATION Staff recommends that the City Council adopt a resolution to continue allowing the City Council and advisory bodies to conduct meetings remotely due to health and safety concerns for the public and making related findings in compliance with AB 361 (2021). BACKGROUND/DISCUSSION Adopted and signed into law on September 16,2021,Assembly Bill 361 (AB 361)permits local legislative bodies to meet remotely during a declared state of emergency by complying with certain statutory requirements and making certain findings relating to the ability to meet safely in person.After an initial remote meeting utilizing the provisions of AB 361,to continue teleconference meetings the City Council will be required to reconsider the circumstances of the emergency every 30 days that the City’s legislative bodies need to be able to continue to meet remotely to ensure the health and safety of the public. On September 21,2021,the City Council adopted an initial Resolution No.166-2021 making findings and declaring the need for the Council and advisory bodies to continue meeting remotely to ensure the health and safety of the public and authorizing remote teleconference meetings pursuant to Government Code section 54953(e).Since the adoption of those resolutions,the City Council has utilized a hybrid in- person/teleconference meeting model.During this time,the Delta and Omicron variants have surged to be a significant risk and caused case spikes throughout the state.The City has continued to review and has adopted subsequent resolutions to reconsider the public health emergency circumstances and made additional findings required by AB 361.State and local governments have continued to monitor and respond to the trends impacting public health circumstances. The San Mateo County Health Department and the State continues to recommend indoor masking,especially for gatherings that include the elderly,immunocompromised,or people who are not vaccinated.The Centers for Disease Control and Prevention (“CDC”)continues to recommend physical distancing of at least six feet (6’) from others outside of the household. The Council is being asked to review the prior AB 361 findings to continue teleconference meetings under AB 361 for the City’s legislative bodies.Staff recommends that the City Council adopt a resolution to declare these findings remain true so that these bodies can continue to meet remotely. RELATIONSHIP TO THE STRATEGIC PLAN Continued use of teleconference meetings will promote community participation,contributing to the City’s Strategic Plan Priority No. 6 - Community Connections. City of South San Francisco Printed on 12/9/2022Page 1 of 2 powered by Legistar™105 File #:22-1049 Agenda Date:12/14/2022 Version:1 Item #:7. FISCAL IMPACT There is no fiscal impact. CONCLUSION Staff recommends that the City Council adopt a resolution to continue conducting the City’s legislative body meetings remotely due to health and safety concerns for the public and making related findings in compliance with AB 361 (2021). City of South San Francisco Printed on 12/9/2022Page 2 of 2 powered by Legistar™106 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-1050 Agenda Date:12/14/2022 Version:1 Item #:7a. Resolution of the City Council of the City of South San Francisco declaring the continuing need for the City legislative bodies to meet remotely to ensure the health and safety of the public and making related findings. WHEREAS,on March 4,2020,Governor Newsom declared a State of Emergency to make additional resources available,formalize emergency actions already underway across multiple state agencies and departments,and help the State prepare for a broader spread of COVID-19; and WHEREAS,on March 11,2020,the City Council adopted Resolution No.35-2020 declaring a local emergency due to COVID-19; and WHEREAS,on May 13,2020,the City Council adopted Resolution No.57-2020 amending and updating a local emergency due to COVID-19; and WHEREAS,on March 17,2020,in response to the COVID-19 pandemic,Governor Newsom issued Executive Order N-29-20 suspending certain provisions of the Ralph M.Brown Act to allow local legislative bodies to conduct meetings telephonically or by other means; and WHEREAS,as a result of Executive Order N-29-20,staff set up virtual meetings for all City Council and legislative body meetings; and WHEREAS,on June 11,2021,Governor Newsom issued Executive Order N-08-21,which placed an end date of September 30, 2021, for agencies to meet remotely; and WHEREAS,since issuing Executive Order N-08-21,the Delta variant has emerged,causing a spike in COVID- 19 cases throughout the state; and WHEREAS,on August 3,2021,in response to the Delta variant,the San Mateo County Health Department ordered all individuals to wear masks when inside public spaces and maintain social distancing; and WHEREAS,on September 16,2021,the Governor signed Assembly Bill 361 (AB 361)(2021)which allows for local legislative bodies to continue to conduct meetings via teleconferencing under specified conditions, including that the City Council makes specified findings; and WHEREAS,since the passage of AB 361,the Delta and Omicron variants and sub-variants have spread across the Bay Area,the state and nationwide,causing an additional spike in COVID-19 cases and creating significantly higher risks of infection and hospitalization; and WHEREAS,in response to the fast-spreading Omicron variant,the California Department of Public Health issued an order on December 15,2021,requiring everyone in the state to wear masks in indoor public spaces and workplaces,which order and the County Health Department’s order are effective through February 15, 2022; and City of South San Francisco Printed on 12/9/2022Page 1 of 3 powered by Legistar™107 File #:22-1050 Agenda Date:12/14/2022 Version:1 Item #:7a. WHEREAS,the County Health Department continues to recommend indoor masking,especially for gatherings that include the elderly, immunocompromised, or people who are not vaccinated; and WHEREAS,the Centers for Disease Control and Prevention (“CDC”)continues to recommend physical distancing of at least six feet (6’) from others outside of the household; and WHEREAS,the City cannot maintain social distancing requirements for the public,staff,Councilmembers,and advisory body members in their respective meeting locations; and WHEREAS,because of the rise in cases due to the Omicron variant and sub-variants,the City is concerned about the health and safety of all individuals who intend to attend Council and advisory body meetings; and WHEREAS,on September 21,2021,the City Council adopted an initial Resolution No.166-2021 making findings and declaring the need for the Council and advisory bodies to continue meeting remotely in order to ensure the health and safety of the public and authorizing remote teleconference meetings pursuant to Government Code section 54953(e),and thereafter has both utilized a hybrid in-person/teleconference meeting model as well as reviewed and adopted additional resolutions reconsidering the circumstances of the public health emergency and making findings and declaring the need for the Council and advisory bodies to continue meeting remotely in order to ensure the health and safety of the public and authorizing remote teleconference meetings pursuant to Government Code section 54953(e); and WHEREAS,the City Council has again reconsidered the circumstances of the Governor’s state of emergency proclamation pursuant to Government Code section 8625, which remains active; and WHEREAS,the circumstances described under Resolutions No.166-2021 and subsequent resolutions continue to exist and the City continues to be concerned about the health and safety of all individuals who intend to attend Council and advisory body meetings; and WHEREAS,the City shall ensure that its meetings comply with the provisions required by AB 361 (2021)for holding teleconferenced meetings. NOW,THEREFORE,THE CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO RESOLVES AS FOLLOWS: 1.The above recitals are true and correct, and incorporated into this Resolution. 2.In compliance with AB 361 (2021),and to continue to conduct teleconference meetings without complying with the usual teleconference meeting requirements of the Brown Act,the City Council makes the following findings: a)The City Council has reconsidered the circumstances of the state of emergency; and b)The state of emergency,as declared by the Governor and City Council,continues to directly impact the ability of the City Council and the City’s advisory bodies,as well as staff and members of the public, from meeting safely in person; and c)The CDC continues to recommend physical distancing of at least six feet (6’)from others City of South San Francisco Printed on 12/9/2022Page 2 of 3 powered by Legistar™108 File #:22-1050 Agenda Date:12/14/2022 Version:1 Item #:7a. c)The CDC continues to recommend physical distancing of at least six feet (6’)from others outside of the household;however,the City cannot maintain social distancing requirements for the Councilmembers, advisory bodies, staff and public in the meeting spaces; and d)The City Council and advisory bodies continue to need to be able to meet remotely due to present imminent risks to the health or safety of attendees. 3.City Council and City’s legislative body meetings may continue to be conducted remotely in compliance with AB 361, to better ensure the health and safety of the public. 4.The City Council will revisit the need to conduct meetings remotely within 30 days of the adoption of this resolution. City of South San Francisco Printed on 12/9/2022Page 3 of 3 powered by Legistar™109 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-733 Agenda Date:12/14/2022 Version:1 Item #:8. Report regarding a Master Encroachment Agreement with Bandwidth IG, LLC for the Installation of Network Facilities within the Public Rights-of-Way.(Eunejune Kim, Director of Public Works/City Engineer) RECOMMENDATION It is recommended that City Council adopt a resolution approving a Master Encroachment Agreement with Bandwidth IG, LLC for the Installation of Network Facilities within the Public Rights-of-Way, and Authorizing the City Manager to execute the agreement. BACKGROUND/DISCUSSION The City of South San Francisco (“City”) owns, manages, and regulates the use of public streets, easements, and public rights-of-way that have been dedicated to the City. Private telecom companies and public utilities have the authority under California Public Utilities Code section 7901 and California Public Utilities Commission (CPUC) decisions to install and maintain their facilities within public streets and rights-of-way. While the City cannot impose a blanket prohibition on telecommunications deployment, it can impose regulations and conditions regarding the time, place and manner of the use of the rights of way pursuant to relevant statute and case law. Bandwidth IG, LLC aka Sagebrush Cable Engineering (“Sagebrush”) is planning a fiber-optic project within the City and is requesting permission to install new fiber-optic lines/conduits within the City public rights-of- way. These installations may be located on overhead utility poles or in underground conduits. The work will occur throughout the City in support of Sagebrush high-speed telecommunications services. Staff recommends approval of a Master Encroachment Agreement to allow for the installation of facilities, and to outline the terms and conditions for the non-exclusive use of the public rights-of-way. This agreement grants a revocable license to Sagebrush to install fiber-optic facilities in the rights-of-way, and requires Sagebrush to obtain individual encroachment permits for each separate segment installation. The term of the agreement is ten (10) years from its execution, unless otherwise renewed by the parties. The Master Agreement provides the City with control over what, where, and how facilities are installed and maintained within the public rights-of-way, and it requires Sagebrush to provide the City with updated maps annually with details of their installations. The Master Agreement also ensures that the installations comply with the City’s “Dig Once” policy, by which the City and other providers can choose to participate in the installations for their own needs; taking advantage of the economies of scale while minimizing disruptions to the public and preventing additional damage to the infrastructure. Sagebrush is responsible for damages to the rights-of-way due to construction of its facilities pursuant to the Master Agreement, and to maintain insurance coverage. The Master Agreement further imposes indemnification obligations on Sagebrush to indemnify, City of South San Francisco Printed on 12/9/2022Page 1 of 2 powered by Legistar™110 File #:22-733 Agenda Date:12/14/2022 Version:1 Item #:8. coverage.The Master Agreement further imposes indemnification obligations on Sagebrush to indemnify, defend and hold harmless the City against liabilities arising from Sagebrush activities pursuant to the agreement, with the exception of those solely caused by the City’s gross negligence or willful misconduct. The Master Agreement also specifies that the City may order the removal or relocation of the fiber-optic facilities without cost to the City if the City determines (1)the right-of-way location is needed for City work or facilities;or (2)if the fiber-optic facilities are detrimental to governmental activities including interfering with City projects and installations. Likewise,the City may terminate this agreement with a sixty-day written notice in the event that (1)the fiber- optic facilities interfere with the use or disposal of the public right-of-way;(2)that Sagebrush fails to comply with the terms of the Master Encroachment Agreement;(3)bankruptcy or dissolution of Sagebrush;and (4) revocation,expiration or other loss of applicable permits or authorizations required by City or other laws for the fiber-optic facilities. The Master Encroachment Agreement has been negotiated and reviewed by staff and reviewed by the City Attorney as to form. FISCAL IMPACT Sagebrush will pay fees to cover the costs associated with City staff review and construction inspections for separate encroachment permits required by each underground installation segment of fiber-optic lines.There is no compensation required by the Master Agreement,as it merely outlines the terms and conditions required of Sagebrush for the entirety of the agreement. RELATIONSHIP TO STRATEGIC PLAN Approval of the Master Encroachment Agreement supports the City’s Strategic Plan to improve Quality of Life for the community;specifically promoting a full range of employment options through business retention and development projects. CONCLUSION It is recommended that Council adopt a resolution approving a Master Encroachment Agreement with Sagebrush for the Installation of Network Facilities within the Public Rights-of-Way, and authorizing the City Manager to execute the agreement. Attachment:Proposed Route City of South San Francisco Printed on 12/9/2022Page 2 of 2 powered by Legistar™111 Legend Sagebrush Route Existing Conduit Bandwidth/Sagebrush Route ATTACHMENT 2 112 Legend Sagebrush Route Existing Conduit Bandwidth/Sagebrush Route 113 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-732 Agenda Date:12/14/2022 Version:1 Item #:8a. Resolution approving a Master Encroachment Agreement with Bandwidth IG, LLC for the Installation of Telecommunications Network Facilities within the Public Rights-of-Way, and authorizing the City Manager to execute the agreement. WHEREAS, the City of South San Francisco (“City”) owns, manages, and regulates the use of public streets, easements, and public rights-of-way that have been dedicated to the City; and WHEREAS, private companies and public utilities have the authority under state law and California Public Utilities Commission (CPUC) decisions to install and maintain facilities within these public streets and rights- of-way, subject to regulation by the City; and WHEREAS, while the City cannot prevent these installations, the City can specify regulations and conditions governing the installation; and WHEREAS, Bandwidth IG, LLC aka Sagebrush Cable Engineering (“Sagebrush”) is planning fiber-optic installations within the City; and WHEREAS, staff recommends that the City enter into a Master Encroachment Agreement (“Agreement”) with Sagebrush for the installation of such facilities; and WHEREAS, the Agreement would grant a revocable license to Sagebrush to allow for the installations of these fiber-optic projects and will outline the terms and conditions for Sagebrush’s non-exclusive use of the public rights-of-way; and WHEREAS, the Agreement will ensure that the installations comply with the City’s “Dig Once” policy; and WHEREAS, the Agreement requires Sagebrush to obtain individual encroachment permits for each separate installation, and provides the City with control over the location, installation and maintenance of such facilities in the public way; and WHEREAS, Sagebrush will be required to pay fees for these individual encroachment permits to to reimburse the City for staff time required to review the encroachment permits and inspect the work; and WHEREAS, Sagebrush will be required to annually submit updated maps with details of the installations; and WHEREAS, the Agreement requires Sagebrush to remove or relocate their fiber-optic, without cost to the City, should the City determine such removal or relocation is necessary for City facilities or projects; and WHEREAS, the City may terminate the Agreement with a sixty-day written notice in the event of Sagebrush’s interference with the right-of-way, uncured default, bankruptcy or dissolution, or loss of any required legal permits; and City of South San Francisco Printed on 12/9/2022Page 1 of 2 powered by Legistar™114 File #:22-732 Agenda Date:12/14/2022 Version:1 Item #:8a. WHEREAS, approval of the Agreement supports the City’s Strategic Plan to improve Quality of Life for the community, and would promote employment opportunities and development. NOW, THEREFORE, BE IT RESOLVED that the South San Francisco City Council approves the Master Encroachment Agreement between the City and Sagebrush, a copy of which is attached hereto and incorporated herein as Exhibit A. BE IT FURTHER RESOLVED that the City Council authorizes the City Manager to execute the agreement in substantially the same form as Exhibit A and to make minor modifications that do not increase the City’s obligations thereunder, subject to approval as to form by the City Attorney. BE IT FURTHER RESOLVED that the City Council authorizes the City Manager to take any other related actions consistent with the intentions of the staff report or this resolution. ***** City of South San Francisco Printed on 12/9/2022Page 2 of 2 powered by Legistar™115 Page 1 of 16 ENCROACHMENT AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND BANDWIDTH IG, LLC FOR THE INSTALLATION OF TELECOMMUNICATIONS NETWORK FACILITIES WITHIN PUBLIC RIGHT-OF- WAY This Agreement (“Agreement”), dated this_____ day of___________, 2022 (“Effective Date”) is by and between the CITY OF SOUTH SAN FRANCISCO, a municipal corporation (herein termed "City"), and BANDWIDTH IG, LLC (herein termed "COMPANY"). COMPANY and CITY are sometimes individually referred to herein as a “Party” and collectively as the “Parties.” RECITALS A. COMPANY has received, or has a pending application for, a Certificate of Public Convenience and Necessity (“CPCN”) from the Public Utilities Commission of the State of California ("PUC") to operate as a provider of facilities-based and resold local exchange and interexchange communications services; and B. COMPANY desires, subject to its possession of the CPCN, to construct, install, and maintain Telecommunications Network Facilities within the Public Right-of-Way and/or public utility and/or service easements within City in order to provide Telecommunications Services; and C. Pursuant to applicable Laws, City has the authority to regulate the terms and conditions for the use of Public Right-of- Way for the construction, installation, and maintenance of the Telecommunications Network Facilities by telecommunications services providers; and D. In order to encourage telecommunications infrastructure development and to promote the management of the rights-of-way in the interest of public health, safety, and welfare, the City desires to permit COMPANY to construct Telecommunications Network Facilities, as defined herein, in accordance with the terms, conditions, and covenants contained in this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the recitals and the mutual promises contained herein, City and COMPANY agree as follows: 1. DEFINITIONS. 1.1. "Authorized Routes" shall mean the Public Right-of-Way within the City as set forth on the maps attached as Exhibit A, as such routes may be modified from time to time during the term of this Agreement upon COMPANY’s request and with the written approval of the City Engineer, which approval shall be given or denied consistent with applicable Laws and standards. 1.2. "City" means the City of South San Francisco, a municipal corporation of the State of California, and includes the duly elected or appointed officers, agents, employees, and volunteers of the City of South San Francisco, individually or collectively. Exhibit A 116 Page 2 of 16 1.3. "City Engineer" means the individual designated as the Director of Public Works of the City, including any individual expressly designated to exercise functions with respect to the rights and obligations of the Director of Public Works under this Agreement and any other individual, person, division, department, bureau, or agency of the City as may, from time to time, exercise functions equivalent or similar to those now exercised by the Director of Public Works. 1.4. "COMPANY" shall mean Bandwidth IG, LLC, and its lawful successors or assigns as permitted by Section 4.4, hereinafter. 1.5. “Default” shall mean a failure on the part of any Party to perform any material obligation imposed upon such Party. 1.6. "Emergency" is defined as a complete or partial failure or breakage of any portion of the City infrastructure which impacts services. An emergency repair is defined as remedial activity to protect the public health and safety, in the judgment of the City. 1.7. "Encroachment Permit" shall mean that permit required by Chapter 13.04 of the South San Francisco Municipal Code. 1.8. “Force Majeure” means an unforeseen cause beyond a Party’s control, including but not limited to: any incidence of fire, flood, explosion, war, or embargo; acts of God; commandeering of materials, products, plants, or facilities by the federal, state, or local government; national fuel shortage; or a material act or omission by the other Party; when satisfactory evidence of such cause is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond the control and is not due to the fault or negligence of the Party not performing. 1.9. "Laws" means any applicable order, certificate, judicial decision, statute, constitution, ordinance, resolution, regulation, rule, tariff, administrative order, authorization, permits, or other requirement of any municipality, county, state, federal, or other agency having joint or several jurisdiction over the parties to this Agreement, in effect either at the time of execution of this Agreement or at any time during the location of the Facilities in the Public Right-of-Way including, without limitation, any regulation or order of an official entity or body. A reference to "Laws" shall include, without limitation, any lawful provision of the South San Francisco Municipal Code or any other City ordinance, policy, regulation, or standard specifications. 1.10. "Public Right-of-Way" means the surface, the air space above the surface, and the area below the surface of the public streets, roads, sidewalks, lanes, courts, ways, alleys, boulevards, and places including, without limitation, all public utility easements and public service easements as the same now or may hereafter exist that are under the jurisdiction of the City. This term shall not include any property owned by any person or agency other than the City, except as provided by Laws or pursuant to an agreement between the City and any person. 1.11. "Telecommunications" shall mean the transmission, between or among points specified by the user, of information of the user's choosing, without change in the form or content of the information as sent and received. 1.12. "Telecommunications Network Facilities" or "Facilities", means cables, conduits, converters, 117 Page 3 of 16 splice boxes, cabinets, handholes, manholes, vaults, equipment, drains, surface location markers, appurtenances, and related facilities located by COMPANY or to be located by COMPANY in the Public Right-of-Way of City and used by COMPANY solely for the provision of Telecommunications Services. No portion of "Facilities" shall constitute all or any portion of a cable system (as such term is defined in 47 U.S.C. § 522) or community antenna television system operated by COMPANY. "Facilities" shall not include radios, antennas, vaults, pedestals or other enclosures located in the rights-of-way that contain generators, batteries or other back-up power equipment, or that are larger than a standard manhole or handhole, unless permitted consistent with applicable Law (as such terms is defined in this Agreement) and the City’s generally applicable standards and required authorizations. 1.13. "Telecommunications Services" shall mean the offering of telecommunications, including, without limitation, the leasing, grant of indefeasible rights of use in, or other provision of dark fiber and other network elements to affiliates and third parties, for a fee directly to the public, or to such classes of users as to be effectively available directly to the public, regardless of the facilities used. 2. LIMITATIONS AND RESTRICTIONS. 2.1. Subject to the provisions of this Agreement and all Laws, the City hereby licenses and permits COMPANY to construct, install, maintain, locate, move, operate, place, protect, reconstruct, reinstall, relocate, remove, and replace (hereinafter collectively referred to as "Construct" or "Construction") the Facilities in, under, over, across and along the Public Right-of-Way in the Authorized Routes for the purposes of providing Telecommunications Services. Any work performed pursuant to the rights granted to COMPANY under this Agreement shall be subject to the prior review and prior approval of the City Engineer, which approval shall be given or denied consistent with applicable Laws and standards. 2.2. Prior to any construction by COMPANY in any section of the Authorized Routes as described more particularly in the maps under Exhibit A, COMPANY shall obtain the City Engineer’s approval, consistent with all applicable Laws and standards, including a City Encroachment Permit as provided by section 11 of this Agreement, and all other necessary authorizations. 2.3. Except as permitted by Laws or this Agreement, in the performance and exercise of its rights and obligations under this Agreement, COMPANY shall not interfere in any manner with the existence and operation of any and all public and private rights-of-way, easements, sanitary sewers, water mains, storm drains, gas mains, poles, overhead and underground electric and telephone wires, electroliers, cable television, and other telecommunications, utility and municipal property without the approval of the owner(s) of the affected property or properties. 2.4. Both the City and COMPANY shall expressly comply with all Laws in the exercise and performance of their rights and obligations under this Agreement. Each party preserves all of its rights under all Laws. This Agreement is not a grant by City of any property interest but is made subject and subordinate to the prior and continuing right of City and its assigns to use all the Public Right-of-Way in the performance of its duty, including but not limited to, public use as a street and for the purpose of laying, installing, maintaining, repairing, protecting, replacing, and removing sanitary sewers, water main, storm drains, gas mains, poles, overhead and 118 Page 4 of 16 underground electric and telephone wires, electroliers, cable television and other utility and municipal uses together with appurtenances thereof and with right of ingress and egress, along, over, across, and in said Public Right-of-Way. 2.5. This Agreement is made subject to all easements, restrictions, conditions, covenants, encumbrances, and claims of title which may affect the Public Right-of-Way, and it is understood that COMPANY, at its own cost and expense, shall obtain such permission as may be necessary and consistent with any other existing rights. 2.6. The Construction, installation, operation, maintenance, and removal of said Facilities shall be accomplished without cost or expense to City, and shall be performed subject to the reasonable approval of the City Engineer in such a manner as not to endanger personnel or property, or unreasonably obstruct travel on any road, walk, or other access thereof within said Public Right- of-Way and consistent with Laws and all applicable City permits, authorizations, and approval standards. 2.7. In the event of an emergency repair of City facilities in proximity to COMPANY facilities, which repair may conflict with or threaten COMPANY facilities, COMPANY shall immediately, upon notice by City, provide a representative to the repair site. Protective measures, as determined by the COMPANY representative, at the election of the City, may be undertaken by the City at COMPANY's expense. Should City not elect to perform such protective action, COMPANY shall provide the resources to conduct the protective measures upon City's demand under the direction of the City and in a manner consistent, in the City's sole discretion, with the execution of the City's responsibilities in the emergency. Priority shall be given to activities necessary to restore City services and for public safety. 3. TERMINATION. 3.1. Duration. This Agreement shall remain in force and effect for ten (10) years from the Effective Date (“Initial Term”). Upon expiration of the Initial Term, this Agreement shall be automatically renewed for four (4) successive five (5) year terms (each, a “Renewal Term,” and, together with the Initial Term, the “Term”) upon the same terms and conditions set forth in this Agreement unless either Party issues a written notice of nonrenewal at least one hundred eighty (180) days prior to the expiration of the then-current Term. In the event City issues notice of nonrenewal, the Parties shall diligently and in good faith seek to negotiate a replacement agreement consistent with COMPANY’s continuing right under Public Utilities Code § 7901 to use the Public Right-of-Way subject to the City’s authority to regulate the terms and conditions of such use. 3.2. Termination. The City may terminate this Agreement by giving sixty (60) days’ notice: 3.2.1. As a result of a determination by City that the provisions herein interfere with the use or disposal of the Public Right-of-Way or any part thereof by City. Where only a portion of COMPANY’s Facilities interfere with the use or disposal of the public Rights- of-Way, the City, at its sole discretion, may elect to require COMPANY to relocate the said portion in accordance with Section 10 “Removal and Relocation” of this Agreement. 3.2.2. For failure, neglect, or refusal by COMPANY to fully and promptly comply with any and 119 Page 5 of 16 all of the conditions of this Agreement, for failure to fully and promptly cure any default of its obligations hereunder of which the City has notified COMPANY in writing, or for nonuse/abandonment in accordance with Section 10 “Removal and Relocation” herein, unless COMPANY confirms within sixty (60) days of receipt of the notice that the cited condition or default has ceased, been corrected or, subject to the City’s approval, which shall not be unreasonably withheld, is diligently being pursued or being cured by COMPANY. If such cited condition cannot be cured within sixty (60) days, such cure period will be extended for a reasonable period at the sole reasonable discretion of City provided that COMPANY has commenced and is continuing efforts to cure the default. For the purposes of this section, a failure on the part of any Party to perform any material obligation imposed upon such Party shall constitute a default and a material breach of this Agreement. Notwithstanding anything to the contrary herein, COMPANY shall not be found in default, liable for damages, or otherwise penalized in the event that any failure to comply with any term or condition of this Agreement is a result of COMPANY suffering a Force Majeure beyond its control. 3.2.3. An order entered by a court of competent jurisdiction approving a petition in bankruptcy or ordering the dissolution, winding up, or liquidation of COMPANY or appointing a custodian, receiver, trustee, or other officer to administer a substantial part of COMPANY’s property. 3.2.4. The revocation, expiration, or other loss of applicable permits or authorizations required by City, state, or federal law for the use, maintenance, or operation of the Facilities, unless COMPANY establishes to the reasonable satisfaction of the City that it is diligently pursuing renewal or resurrection of such authorization and there is a reasonable likelihood that it will succeed in doing so. 3.3. COMPANY may terminate this Agreement at any time upon thirty (30) days prior written notice to City. 3.4. Upon termination, COMPANY shall abandon or remove the Facilities as set forth in section 10 entitled "Removal and Relocation," unless COMPANY otherwise obtains City approval or authorization required for accessing or locating facilities in the Public Right-of-Way pursuant to applicable Laws, which may include but is not limited to a City Encroachment Permit. 4. COMPLIANCE WITH STANDARDS. 4.1. Prior to any Construction in Public Right-of-Way, COMPANY shall obtain an Encroachment Permit from City. COMPANY shall Construct Facilities in accordance with Laws. 4.2. COMPANY agrees to keep said Facilities in good and safe condition and free from any nuisance, to the reasonable satisfaction of the City Engineer. 4.3. COMPANY agrees to comply with the City’s Open Trench Notification and Telecommunication Infrastructure Improvements ordinance most currently adopted by the City Council and Open Trench Notification and Telecommunication Infrastructure Improvements policy(ies) most currently in effect, cooperate in the planning, locating, and constructing of its Facilities in utility joint trenches or common duct banks with other similar 120 Page 6 of 16 utilities and to participate in cost-sharing for the joint trench and ducts, when such joint utility installations are being planned for or exist in an area, provided however, that participation in such joint utility installments shall be on terms and conditions satisfactory to COMPANY and City. 4.4. The City requires the Facilities to be underground, provided that City shall not require COMPANY to construct new Facilities underground where the facilities of the incumbent local exchange carrier, the electric company, the cable company, or any other wireline telecommunications provider are aerial. The design of all improvements shall be in accordance with Laws and all generally applicable City authorization, permit, and approval requirements. 5. SERVICES. COMPANY shall provide Telecommunications Services through the Facilities in the Public Right-of-Way along the Authorized Routes in accordance with the requirements herein. 6. SERVICE CHANGE. 6.1. If the nature or character of COMPANY's telecommunications services changes to include cable (television) service (as such term is defined in 47 U.S.C. § 522), open video system (as such term is described in 47 U.S.C. § 573), or broadcast television or community antenna, by COMPANY, COMPANY shall notify City in writing, as soon as practicable, but in any event COMPANY shall notify City in writing at least three (3) months in advance of COMPANY's intent to change the service provided through Facilities. In the event of such a change, COMPANY shall comply with any lawful fee or franchise requirement of City. Should COMPANY become aware that its customers are providing such additional or alternative services, COMPANY shall promptly notify the City of the type/category of these services. 6.2. COMPANY acknowledges that any expansion or change in the character and nature of Telecommunications Services may increase City's regulatory authority over such service and/or product, and this may, at City's election, require COMPANY to enter into a new Agreement consistent with the requirements of a hereinafter-enacted City ordinance regulating such services or the expansion or change in service, if all or any part of such service change falls under the regulation, jurisdiction, and authority of City. 7. RESERVATION OF RIGHTS. 7.1. City reserves any and all rights it may have now or in the future to legally regulate or otherwise condition the use of Facilities and related activities and services to be provided pursuant to this Agreement. 7.2. City's approval of this Agreement is not a waiver of and is without prejudice to any right City may have under Laws to regulate, tax, or impose fees or charges on COMPANY or any right COMPANY may have under Laws to provide services through the Facilities pursuant to Laws. COMPANY shall be subject to any future taxes, fees, or charges that City lawfully imposes on the Facilities or services provided through the Facilities in the future. 8. NO FRANCHISE OR PROPERTY RIGHTS CREATED. Nothing in this Agreement shall be construed as granting or creating any franchise rights or property interests, or construed as creating a vested right of any nature in COMPANY to use the Public Right- of-Way. This Agreement does 121 Page 7 of 16 not require City to approve any particular encroachment permit applications, nor does it provide COMPANY with any interest in any particular location within the Public Rights-of-Way. 9. TAXES. 9.1. COMPANY shall be solely responsible for the payment of any and all lawful taxes, fees, and assessments relating to its use and maintenance of the Facilities, including but not limited to any property taxes levied on any possessory interest that may be created by COMPANY’s use of the Public Rights-of-Way. 9.2. Telephone Users Tax. Although the City does not have a telephone users tax and does not anticipate enacting such a tax in the foreseeable future, the City reserves the right to impose a telephone users or comparable tax on COMPANY's service users, and to require COMPANY to collect and distribute such tax to the City, to the full extent permitted by Laws. 10. REMOVAL AND RELOCATION. 10.1. Upon receipt of a written demand from the City, COMPANY shall remove or relocate, without cost or expense to City, any Facilities installed, used, and maintained under this Agreement to such other location or locations in accordance with conditions and standards as may be designated by City, if and when made necessary (a) due to any work proposed to be done by or on behalf of the City or other governmental agency, including by any lawful change of grade, alignment, or width of any street, sidewalk or other public facility, installation of curbs, gutters, or landscaping, and installation, construction, maintenance, or operation of any underground subway or viaduct by City and/or the construction, maintenance, or operation of any other City underground or aboveground facilities; or (b) due to a determination by the City that the Facilities are detrimental to governmental activities, including but not limited to, interference with City construction projects, or is in conflict vertically and/or horizontally with any proposed City installation. 10.2. COMPANY shall complete such removal or relocation within ninety (90) days of notification by City, or according to an agreed upon schedule with the City of no less than ninety (90) days, except in the event COMPANY suffers a Force Majeure. If circumstances exist that require a shorter period of time in order to protect the public health, safety, or welfare, the City shall notify COMPANY of the shorter time period required and the reason therefore, and COMPANY shall exercise commercially reasonable best efforts to meet such shorter timeline. The City Engineer, at his or her sole discretion, may grant to COMPANY a longer period of time in which to remove or relocate the Facilities, upon request of COMPANY. 10.3. In the event said Telecommunications Network Facilities are not removed or relocated within ninety (90) days (or other time period if applicable) after said notification and COMPANY has not suffered a Force Majeure, City may cause the same to be done at the sole expense of COMPANY, which COMPANY shall promptly reimburse to the City within thirty (30) days after receiving an invoice for such expenses, including all administrative, legal, and consultant costs. Any removal or relocation work by COMPANY shall only be done pursuant to a City Encroachment Permit for the work. 10.4. If any portions of the Facilities covered under this Agreement are no longer used or useful by 122 Page 8 of 16 COMPANY, or are abandoned for a period in excess of six (6) months, COMPANY shall notify City and shall either promptly vacate and remove the facilities at its own expense or, at City’s discretion, may abandon some or all of the facilities in place. Following such removal or abandonment as approved by the City, Licensee shall have no further obligations to the City under this Agreement with respect to the removed or abandoned portions of the Facilities. 10.5. When removal or relocation are required under this Agreement, COMPANY shall, after the removal or relocation of the Facilities, at its own cost, repair and return the Public Right-of- Way or public utility or service easements on which the facilities were located to a safe and satisfactory condition in accordance with the construction-related conditions and specifications as established by City according to its standard practice. Should COMPANY remove the Facilities from the Public Right-of-Way, COMPANY shall, within ten (10) days after such removal, give notice thereof to City specifying the Right- of-Way affected and the location thereof as well as the date of removal. Before proceeding with removal or relocation work, COMPANY shall obtain an Encroachment Permit from the City. If COMPANY fails to perform said repair work, the City shall have the option to perform such work at COMPANY’s sole expense, which COMPANY shall promptly reimburse to the City within thirty (30) days after receiving an invoice for such expenses, including all administrative, legal, and consultant costs. 11. ENCROACHMENT PERMIT AND FEES. 11.1. COMPANY shall apply for an Encroachment Permit for all work and each job within the Public Right-of-Way. COMPANY shall furnish detailed plans of the work, including proposed underground and overhead routes, and other such information as required by the City Engineer necessary for the City’s permit review and shall pay all processing, field marking, engineering, and inspection fees, and any other fees that the City may be authorized to impose now or in the future prior to issuance of the permit in accordance with the rates in effect at the time of payment. Said improvements shall be constructed in accordance with Laws, and as further provided for in the provisions of this Agreement. The City may, at its option, require COMPANY to deposit an amount equal to the reasonable estimate of the City's actual costs of issuing an encroachment permit. COMPANY shall pay such deposit in the amount specified by the City prior to the issuance of an encroachment permit. City shall be entitled to draw on this deposit on a time and materials basis as reimbursement for the City's actual costs incurred in issuing the encroachment permit. The City shall refund any unused portion of the deposit to COMPANY upon completion of the work described in the encroachment permit. If, in the event that City reasonably determines that the amount of the deposit remaining will not be sufficient to reimburse the City for its estimated actual costs through completion of the work, City may require COMPANY to deposit an additional reasonable amount within five (5) days of written notice thereof. 11.2. Failure to comply with the terms and conditions of this Agreement may, at City's sole discretion, result in withholding issuance of any new Encroachment Permits, provided, however, that the City must give COMPANY notice and an opportunity to cure. 12. DAMAGE TO FACILITIES IN PUBLIC RIGHT-OF-WAY. 12.1. COMPANY shall be responsible for any damage to Public Right-of-Way due to the Construction performed by COMPANY in Public Right-of-Way, and COMPANY shall repair, 123 Page 9 of 16 replace, and restore in kind the said damaged facilities in accordance with City standards at COMPANY's sole expense. 12.2. If Public Right-of-Way to be used by COMPANY has preexisting installation(s) placed in the Right-of-Way, COMPANY shall assume the responsibility to verify the location of the preexisting installation and notify City and any third party of COMPANY's proposed installation. The cost of any work required of City to provide adequate space or required clearance to accommodate COMPANY's installation shall be borne solely by COMPANY. 13. RECORDS AND FIELD LOCATIONS. 13.1. COMPANY shall maintain accurate maps and improvement plans of said Facilities located with the City. COMPANY shall, within thirty (30) days after completion of an installation in the Public Right-of-Way, and otherwise upon demand of the City Engineer, deliver to the office of the Public Works Department free of charge, and to other third parties who have submitted permit applications to the City to perform work within Public Right-of-Way for a reasonable charge and subject to reasonable confidentiality restrictions upon request, within thirty (30) days after such demand, such maps and plans as may be required to show in detail the exact location of all Facilities installed within said Public Right- of-Way that will be affected by such work. In addition, the City Engineer requires COMPANY to provide the City with maps and plans on electronic media suitable for a Computer Aided Design and Drafting application. City shall use such information only as needed to manage the Public Rights-of-Way, including, but not limited to, coordination of construction schedules, prevention of interference among the various utilities and systems in the public right-of-way, and enforcement of building and zoning regulations. The parties acknowledge that the City is subject to the requirements of the California Public Records Act, Government Code section 6250 et seq., and may be required to disclose information provided by COMPANY to the City upon request of a third party. For information designated by COMPANY as confidential or proprietary, City shall endeavor to notify COMPANY of such request prior to disclosure of information designated as confidential or proprietary. 13.2. COMPANY shall, at its sole cost and expense, expose by potholing to a depth of one (1) foot below the bottom of its subsurface Facilities, within thirty (30) days of receipt of a written request from City to do so. 13.3. COMPANY shall be a member of the regional notification center for subsurface installations (Underground Services Alert) and shall field mark, at its sole expense, the locations of its underground Facilities upon notification in accordance with the requirements of Section 4216 of the State of California Government Code, as it now reads or may hereinafter be amended. 14. HOLD HARMLESS, RELEASE AND INDEMNIFICATION. 14.1. COMPANY, jointly and severally, for itself, its successors, agents, contractors, and employees, agrees to indemnify, defend (with counsel acceptable to City) and hold harmless City, its officers, employees, and agents and any successors to City’s interest from and against any and all claims, injuries, property damages, demands, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions of any kind, and all costs and cleanup actions of any kind, all costs and expenses incurred in connection 124 Page 10 of 16 therewith, including, without limitation, reasonable attorney’s fees and costs of defense (collectively, the “Losses”) arising directly or indirectly, in whole or in part, out of the activities of COMPANY described in this Agreement, and/or the installation, operation, removal and/or repair of the improvement and Facilities hereunder, except to the extent such Losses are caused by acts of sole or active negligence, gross negligence, or willful misconduct of the City, its officers, employees, agents or representatives. For purposes of this section 14 only, the term “cleanup actions” shall refer to such actions as are necessary to remediate damage caused directly or indirectly by COMPANY, its employees, agents, contractors, or subcontractors. For the purposes of the indemnity obligation under this Section 14, “activities of COMPANY” includes acts or omissions of COMPANY or its employees, sub-grantees, invitees, contractors, subcontractors, or agents relating to the COMPANY’s performance of this Agreement. 14.2. In the event that COMPANY, its employees, agents, contractors, or subcontractors shall discover contamination or hazardous materials while performing any work in the public right-of-way, regardless of the source, COMPANY shall cause all work to be stopped and shall immediately notify City of the discovery. COMPANY agrees that the provisions of this section shall fully apply in the event of a failure by COMPANY to stop work and immediately notify the City. 14.3. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants, and experts, and related costs, and City’s costs of investigating any claims against the City. 14.4. Assumption of Risk and Release. COMPANY assumes all risk of damage to any and all other property of COMPANY, or any property under the control or custody of COMPANY while upon or near the Public Rights-of-Way incident to the use of the Public Rights-of-Way, except to the extent such Losses arise from the sole or active negligence, gross negligence, or willful misconduct of the City, its officers, employees, representatives or agents. COMPANY releases City from any liability, including claims for damages or extra compensation, arising from construction delays due to any activities by City, except to the extent such Losses arises from the City's sole intentional or negligent acts. Under no circumstances shall City be liable to COMPANY for any loss of service downtime, lost revenue or profits or third-party damages. 14.5. Survival. The provisions of this section 14 shall survive termination of this Agreement. 15. INSURANCE. 15.1. Prior to the issuance of an encroachment permit, COMPANY shall obtain and maintain comprehensive general and automotive liability insurance protecting COMPANY in an amount of not less than One Million Dollars ($1,000,000) per occurrence, including bodily injury and property damage, as a combined single limit or equivalent. Such insurance shall name City, as defined above, as additional insured parties. Coverage shall be in accordance with the limits specified and the provisions indicated herein. Claims-made policies are not acceptable. When an umbrella or excess coverage is in effect, it must follow the form of the underlying coverage. Such insurance shall not be canceled or materially altered to reduce coverage without giving City at least thirty (30) days advance written notice of such cancellation or change, and it shall be the responsibility of COMPANY to notify City of such change or cancellation. This insurance shall apply to all encroachment permits issued under this Agreement. 15.2. COMPANY shall file the required original Certificate of Insurance with endorsements with 125 Page 11 of 16 City, subject to City's approval, and shall clearly state: a. Policy number; name of insurance company; name, address and telephone number of agent or authorized representative; name, address and telephone number of insured; project name and address; policy expiration date; and specific coverage amounts. b. That COMPANY's insurance is primary. 15.3. Workers Compensation Insurance: Prior to the issuance of an encroachment permit, COMPANY shall obtain and maintain statutory Workers Compensation and employer's liability insurance as required by law and furnish City with a certificate showing proof of such coverage. The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, employees, and volunteers for losses arising from COMPANY’s performance of this Agreement. 15.4. Insurance Companies: Insurance companies must be admitted in California and rated at least A- in Best's Insurance Guide. 16. PERFORMANCE BOND. 16.1. Prior to the issuance of an Encroachment Permit, COMPANY shall provide City with a performance bond naming City as obligee in the amount equal to one hundred percent (100%) of the cost of the Construction within and affecting the Public Right-of-Way, or two hundred fifty thousand dollars ($250,000), whichever is less, to guarantee and assure the faithful performance of COMPANY's obligations under this Agreement, unless the City has specifically waived this requirement in writing. 16.2. City shall have the right to draw against the bond in the event of a default by COMPANY or in the event that COMPANY fails to meet and fully perform any of its obligations, only after providing COMPANY with notice and an opportunity to cure. The form of the bond shall be subject to the prior approval of the City Engineer. 16.3. The bond shall remain in full force until one (1) year after the Construction is completed, inspected, and accepted by the City Engineer. 16.4. This Section shall not be construed to eliminate or reduce COMPANY's continuing obligation to repair any damage to the public right-of-way resulting from the installation, relocation, or removal of the Facilities. 17. MISCELLANEOUS. 17.1. Business License. COMPANY shall obtain a Business License from the City prior to the issuance of an Encroachment Permit under this Encroachment Agreement. 17.2. Assignment. This Agreement shall not be assignable by COMPANY without the prior written approval of City, which approval shall not be unreasonably withheld, conditioned, or delayed; provided, however, that COMPANY may assign the rights granted hereunder to a parent, successor, or other affiliate of COMPANY (defined for this purpose as any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with 126 Page 12 of 16 COMPANY; or (ii) a purchaser of all or substantially all of the assets or the equity interests of COMPANY; or (iii) any entity into which COMPANY is merged or consolidated), now or hereinafter existing, by only providing notice to City of such assignment. 17.3. Entire Agreement. This Agreement contains the entire understanding between the Parties with respect to the subject matter herein. There are no representations, agreements, or understandings (whether oral or written) between or among the Parties relating to the subject matter of this Agreement which are not fully expressed herein. This Agreement may not be amended except pursuant to a written instrument signed by all Parties. 17.4. Governing Law. This Agreement must be construed and enforced in accordance with the laws of the State of California without regard to the principles of conflicts of law. Any action concerning this Agreement must be brought and heard in the state or federal courts encompassing the City of South San Francisco, California. 17.5. Severability. If any one or more of the covenants or agreement or portions thereof provided in this Agreement shall be held by a court of competent jurisdiction in a final judicial action to be void, voidable, or unenforceable, such covenant or covenants, such agreement or agreements, or such portions thereof shall be null and void and shall be deemed separable from the remaining covenants or agreements or portions thereof and shall in no way affect the validity or enforceability of the remaining portions of this Agreement. 17.6. Third Party Notifications. This Agreement shall be subject to such changes or modifications as may be required or authorized by any regulatory commission in the exercise of its lawful jurisdiction. 17.7. No Waiver. The failure of either Party on one or more occasions to exercise a right or to require compliance or performance under this Agreement or any other applicable state or federal law shall not be deemed to constitute a waiver of such right or a waiver of compliance or performance by such Party or excuse the other Party from complying or performing, unless such right or such compliance or performance has been waived in writing. 17.8. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which taken together will be one and the same instrument. 17.9. Successors. This Agreement is binding upon the successors, assigns, and transferees of the Parties hereto. 18. NOTICE. COMPANY's Network Operations Control Center shall be available to City staff 24 hours a day, 7 days a week, regarding problems or complaints resulting from the Facilities installed pursuant to this Agreement and may be contacted by telephone at 1-877-353-1695 regarding such problems or complaints. COMPANY shall designate a person in California who is authorized to accept service of process on behalf of COMPANY. All notices given or which may be given pursuant to this Agreement shall be in writing and transmitted by United States mail or by private delivery systems or by facsimile if followed by United States mail or by private delivery systems as follows: To COMPANY at: To City at: 127 Page 13 of 16 Bandwidth IG, LLC 530 Lakeside Drive, Suite 190 Sunnyvale, CA 94085 ATTN: Operations With copies (except for invoices) to: City of South San Francisco Director of Public Works 550 N. Canal St. South San Francisco, CA 94080 (650) 877-8550 [Signatures on the Following Page] 128 Page 14 of 16 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed in duplicate on the date and year first written herein. BANDWIDTH IG, LLC ________________________________________ Abbi Dayton General Counsel XXXXXXX CITY OF SOUTH SAN FRANCISCO _______________________________________ Mike Futrell City Manager Approved as to form: ______________________________________ City Attorney 129 Page 15 of 16 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that Document State of California County of ) On before me, _, (insert name and title of the officer) personally appeared _, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of ________California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) 130 Page 16 of 16 EXHIBIT A [AUTHORIZED ROUTES] 131 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-974 Agenda Date:12/14/2022 Version:1 Item #:9. Report regarding a resolution authorizing the acceptance of $4,000 in grant funding from the Association of Science and Technology Centers to support programs and services promoting gender equity in Science, Technology,Engineering and Math careers at the Grand Avenue Branch Library’s Makerspace and amending the Library Department’s Fiscal Year 2022-2023 Operating Budget via Budget Amendment #23.035.(Valerie Sommer, Library Director) RECOMMENDATION It is recommended that the City Council adopt a resolution authorizing the acceptance of $4,000 in grant funding from Association of Science and Technology Centers (ASTC)to support programs promoting gender equity in Science,Technology,Engineering,Math (STEM)careers at the Grand Avenue Branch Library’s Makerspace and amending the Library Department’s Fiscal Year 2022-2023 (FY22-23) Operating Budget via Budget Amendment 23.035. BACKGROUND/DISCUSSION The Library Department has been awarded $4,000 from ASTC to support gender equity in STEM at our Grand Avenue Branch Library’s Makerspace programs and exhibits.This is part of an IF/THEN initiative committed to funding efforts that cultivate a culture shift in girls to build their interest in STEM careers.Funds will be used to promote visibility of women in STEM,who are typically underrepresented,through displays,exhibits and workshops for the public.STEM exhibits and workshop activities will be available in English and Spanish and include a weekly schedule of Engineering activities and a Faces in Science exhibit.Participants in the Library’s Girls Who Code programs will serve as STEM Ambassadors. FISCAL IMPACT Grant funds will be used to amend the Library Department’s current FY 22-23 Operating Budget per Budget Amendment 23.035. Receipt of these funds does not commit the City to ongoing funding. RELATIONSHIP TO STRATEGIC PLAN Grant funding to support gender equity in STEM careers at Grand Avenue Branch Library will provide additional visibility of females and minorities in STEM as well as hands-on STEM opportunities for South San Francisco students.The strengthening of learning programs is an action item in the City’s Strategic Plan under Priority #2: Quality of Life. RACIAL AND SOCIAL EQUITY IMPACT STATEMENT Equity and/or inclusion was considered in the development of the services to be funded through this grant as follows. This initiative seeks to further gender equity in STEM by uplifting young girls,with information provided in Spanish to particularly serve Hispanic and Latino communities near Grand Library.In South San Francisco, 30.4%of residents identify as Hispanic or Latino,and many of these residents live in the Downtown and Old Town areas served by this Library.Hispanic and Latino populations continue to be underrepresented in STEM City of South San Francisco Printed on 12/9/2022Page 1 of 2 powered by Legistar™132 File #:22-974 Agenda Date:12/14/2022 Version:1 Item #:9. education and careers, especially the female identifying segments of these populations. It will also provide inspiration to students who may be less likely to enter challenging STEM careers due to barriers from limited English proficiency and being from a low-income household,through a campaign that makes pathways to STEM more relatable.The Grand Avenue Library is located near downtown where an average of 19%of households are limited English speaking households,and around 70%of these households are families.Of the English learners enrolled in public schools,Spanish is the most widely used primary language.Schools within walking distance of Grand Avenue Library have high student populations eligible for free lunch as well. From past surveys and focus groups,our communities have stated a desire for more after school activities with a STEM focus.To inspire and encourage this community,exhibits will be created where students and families can see a community like themselves,as leaders in STEM education.Bilingual displays of women in STEM paired with the opportunity for hands-on learning would be highly impactful for Spanish speaking students and especially female identifying students who are greatly underrepresented in STEM. CONCLUSION Receipt of these funds will support gender equity in STEM at Grand Avenue Library’s Makerspace and hands- on STEM opportunities for bilingual families.It is recommended that the City Council accept $4,000 in grant funding and amend the Library Department’s FY 22-23 Operating Budget via Budget Amendment 23.035. City of South San Francisco Printed on 12/9/2022Page 2 of 2 powered by Legistar™133 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-976 Agenda Date:12/14/2022 Version:1 Item #:9a. Resolution authorizing the acceptance of $4,000 in grant funding from the Association of Science and Technology Centers to support programs and services promoting gender equity in Science,Technology, Engineering and Math careers at the Grand Avenue Branch Library’s Makerspace and amending the Library Department’s Fiscal Year 2022-2023 Operating Budget via Budget Amendment 23.035. WHEREAS,the Association of Science and Technology Centers (ASTC)has awarded the City $4,000 in grant funding to support programs and services promoting gender equity in Science,Technology,Engineering,Math (STEM); and WHEREAS,ASTC grant funding is part of an IF/THEN initiative committed to funding efforts that cultivate a culture shift in girls to build their interest in STEM careers; and WHEREAS,the City of South San Francisco (“City”)strategic plan goals include the improvement of quality of life under priority #2; and WHEREAS,funds will be used to promote visibility of women in STEM who are typically underrepresented through displays, exhibits and workshops for the public; and WHEREAS,staff recommends the acceptance of the grant funding in the amount of $4,000 from ASTC to support programs and services promoting gender equity in STEM; and WHEREAS,the grant funds will be used to amend Fiscal Year (FY)2022-2023 Operating Budget of the Library Department via Budget Amendment 23.035. NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco does hereby accept $4,000 in grant funding from the Association of Science and Technology Centers. BE IT FURTHER RESOLVED that the City Council does hereby approve Budget Amendment 23.035 to amend the Library Department’s FY 2022-2023 Operating Budget in order to reflect an increase of $4,000. BE IT FURTHER RESOLVED,that the City Manager is hereby authorized to execute a grant agreement and any other necessary documents on behalf of the City to carry out the intent of this resolution,subject to approval as to form by the City Attorney. ***** City of South San Francisco Printed on 12/9/2022Page 1 of 1 powered by Legistar™134 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-986 Agenda Date:12/14/2022 Version:1 Item #:10. Report regarding a resolution authorizing the use of $139,584.80 of Police Asset Forfeiture Funds for the purchase of public safety ballistic shields and protective body armor for all sworn personnel.(Scott Campbell, Chief of Police) RECOMMENDATION Staff recommends the City Council adopt a resolution authorizing the use of $139,584.80 of Police Asset Forfeiture Funds for the purchase of public safety ballistic shields and protective body armor for all sworn personnel. BACKGROUND/DISCUSSION As tragic and violent critical incidents continue to occur throughout our nation,it’s imperative that we provide the needed safety equipment for our police officers to adequately serve the communities they have sworn to protect.At one time,public safety ballistic shields and protective body armor were reserved for specialty teams. But now,we recognize the need to make this safety equipment readily available for patrol officers,supervisors, school liaison officers and detectives. These are vital pieces of protective equipment in any number of situations that law enforcement personnel might encounter.In the event this public safety equipment is needed,it will be easily accessible and quickly deployed. This will undoubtedly make our communities and officers safer. Authorizing the Police Department to utilize the Police Asset Forfeiture Funds for this purpose will outfit each vehicle in our police fleet,a total of 37,readily available public safety ballistic shields and the issuance of 90 protective body armor to our police officers. The Police Asset Forfeiture Funds are funds that the Police Department collects as a result of collaboration with the Drug Enforcement Agency (DEA)on apprehending smuggled drugs and cash.The Police Department works with the Finance Department to segregate those funds,as they can only be used for specific purposes authorized in DEA regulations.In coordination with the Finance Department,the Chief of Police determines the purposes for which the funds are used and must authorize all expenditures from the account. FISCAL IMPACT The funding for this purchase comes solely from Police Asset Forfeiture Funds.There is no impact to the General Fund. RELATIONSHIP TO STRATEGIC PLAN Acceptance of this meets the Strategic Goals #3:Public Safety by rendering skilled police,fire and emergency service management. CONCLUSION It is recommended that the City Council adopt resolution authorizing the use of $139,584.80 of Police Asset Forfeiture Funds for the purchase of public safety ballistic shields and protective body armor for all sworn City of South San Francisco Printed on 12/9/2022Page 1 of 2 powered by Legistar™135 File #:22-986 Agenda Date:12/14/2022 Version:1 Item #:10. personnel. City of South San Francisco Printed on 12/9/2022Page 2 of 2 powered by Legistar™136 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-987 Agenda Date:12/14/2022 Version:1 Item #:10a. Resolution authorizing the use of $139,584.80 of Police Asset Forfeiture Funds for the purchase of public safety ballistic shields and protective body armor for all sworn personnel. WHEREAS, the City of South San Francisco (“City) recommends that the City Council adopt a resolution authorizing the Police Department to purchase public safety ballistic shields and protective body armor for all sworn personnel; and WHEREAS, the South San Francisco Police Department (“SSFPD”) will provide the highest level of service based on trust and transparency; and WHEREAS, the SSFPD recognizes the need to make this safety equipment readily available for all sworn personnel; and WHEREAS, in the event this equipment is needed, it will be easily accessible and quickly deployed, undoubtedly making our community and officers safer; and WHEREAS, the SSFPD will purchase 37 ballistic shields for our fleet and 90 protective body armor for officers at a cost of $139,584.80; and WHEREAS, the funds of $139,584.80 will be used from the Police Asset Forfeiture Funds that the Police department collect as a result of collaboration with the Drug Enforcement Agency (DEA) on apprehending smuggled drugs and cash; and WHEREAS, in coordination with the City Finance Department, the Chief of Police determines and authorizes all expenditures from this account based on DEA regulations; and WHEREAS, the purchase of $139,584.80 comes solely from the Police Asset Forfeiture Funds and there will be no fiscal impact to the City’s General Fund. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francsico does hereby approve the purchase of $139,584.80 for public safety ballistic shields and protective body armor for all sworn personnel. BE IT FURTHER RESOLVED, that the City Council of the City of South San Francisco hereby authorizes the City Manager to execute the purchase and any other necessary documents on behalf of the City to carry out the intent of this resolution, subject to approval as to form from the City Attorney. City of South San Francisco Printed on 12/9/2022Page 1 of 1 powered by Legistar™137 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-1004 Agenda Date:12/14/2022 Version:1 Item #:11. Report regarding a resolution authorizing the acceptance of $266,185 in grant funding from California Public Utilities Commission for Local Agency Technical Assistance for the development of a Broadband Master Plan and Fiber Optic Design Project,and amending the Information Technology Department’s Fiscal Year 2022- 2023 Operating Budget via Budget Amendment 23.036. (Tony Barrera, Director of Information Technology) RECOMMENDATION It is recommended that the City Council adopt a resolution authorizing the acceptance of $266,185 in grant funding from the California Public Utilities Commission for Local Agency Technical Assistance (LATA)in the development of a Broadband Master Plan and Fiber Optic Design Project and amend Information Technology Department’s Fiscal Year 2022-2023 Operating Budget via Budget Amendment 23.036. BACKGROUND/DISCUSSION The City of South San Francisco’s (“City”)Information Technology Department has been awarded $266,185 from the California Public Utilities Commission for LATA to develop a Broadband Master Plan and Fiber Optic Design Project documents which will be used for future construction and installation.The Broadband Master Plan will provide the City a 10-year plan to improve City connectivity between facilities,prepare for Smart City initiatives,and assist in creating Public Private Partnerships with local carriers.In addition to the Master Plan,the grant funds will also be used to create construction documents to install fiber optic strands in City- owned conduits.The City conduits extend from the Corporation Yard to the Westborough Area,and will be used to connect City facilities and traffic cabinets,as well as support high speed broadband connections with symmetrical 100Mb download and upload speeds.The City also intends to use the fiber optic strands to expand the public Wi-Fi network in the Westborough area to help bridge the digital divide,and lease the strands to carriers as an incentive for them to build and expand their networks. The City must submit a consent form binding the organization to the terms of the grant,and a Government Agency Taxpayer Identification form. The forms must be submitted by December 23, 2022. FISCAL IMPACT The original funding source for the Fiber Design Project were allocated American Rescue Plan Act (ARPA) funds in the amount of $149,660.ARPA funds will now be reassigned to the unallocated ARPA account.The LATA Grant funds will be used to amend Information Technology Department’s current FY 22-23 Operating Budget per Budget Amendment 23.036. RELATIONSHIP TO STRATEGIC PLAN Grant funding to develop a Broadband Master Plan and Fiber Optic Design documents is an action item in the city’s Strategic Plan under Priority #2: Quality of Life. CONCLUSION The City has received grant funding to develop a Broadband Master Plan and Fiber Optic design documents,an essential component that will lay the foundation to expand Broadband strategically throughout the City.It isCity of South San Francisco Printed on 12/9/2022Page 1 of 2 powered by Legistar™138 File #:22-1004 Agenda Date:12/14/2022 Version:1 Item #:11. essential component that will lay the foundation to expand Broadband strategically throughout the City.It is recommended that the City Council accept $266,185 in grant funding and amend the Information Technology Department’s FY 22-23 Operating Budget via Budget Amendment 23.036. City of South San Francisco Printed on 12/9/2022Page 2 of 2 powered by Legistar™139 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-1005 Agenda Date:12/14/2022 Version:1 Item #:11a. Resolution authorizing the acceptance of $266,185 in grant funding from the California Public Utilities Commission for Local Agency Technical Assistance for the development of a Broadband Master Plan and Fiber Optic Design Project,and amending the Information Technology Department’s Fiscal Year 2022-2023 Operating Budget via Budget Amendment 23.036. WHEREAS,the City of South San Francisco’s (“City”)Information Technology Department has been awarded $266,185 from the California Public Utilities Commission for Local Agency Technical Assistance (LATA)to develop a Broadband Master Plan and Fiber Optic Design Project; and WHEREAS,the Broadband Master Plan will provide the City a 10-year plan to improve City connectivity,prepare for Smart City initiatives, and help create Public Private Partnerships with local carriers; and WHEREAS,grant funds will be used to create construction documents for the Fiber Optic Design Project, which will involve installation of fiber optic strands in City-owned conduits,expansion of the public Wi-fi network in the Westborough area to help bridge the digital dive,and leasing of City’s fiber optic strands to carriers as an incentive for carriers to build and expand their networks; and WHEREAS,American Rescue Plan Act funds (ARPA)in the amount of $149,600 originally designated for Broadband Master Plan will be reassigned to the City’s unallocated ARPA account; and WHEREAS, LATA grant funds in the amount of $266,186 will be used to fund the Broadband Master Plan project and to amend Information Technology Department’s current FY 22-23 Operating Budget per Budget Amendment 23.036. NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby accepts $266,185 in LATA grant funding from the California Public Utilities Commission. BE IT FURTHER RESOLVED,that the City Council amends the Information Technology Department’s Fiscal Year 2022-2023 Operating Budget in order to reflect an increase of $266,185 via Budget Amendment 23.036. BE IT FURTHER RESOLVED,that the City Council hereby authorizes the City to execute the documents necessary to accept the grant funding and take any other actions necessary to carry out the intent of this resolution on behalf of the City Council, subject to approval as to form by the City Attorney. ***** City of South San Francisco Printed on 12/9/2022Page 1 of 1 powered by Legistar™140 November 23, 2022 Tony Barrera tony.barrera@ssf.net City of South San Francisco Broadband Master Plan and Fiber Design Project Dear TonyBarrera, Congratulations! The California Public Utilities Commission is pleased to inform you that the City of South San Francisco application for Local Agency Technical Assistance grant funding for the City of South San Francisco Broadband Master Plan and Fiber Design Project in the amount of up to $266,185.00 has been approved. Pursuant to Decision (D.) 22-02-026, Staff is authorized to approve applications that meet all the criteria for Ministerial Review. Your application was received on October 25, 2022 and Local Agency Technical Assistance webpage. Staff reviewed your application and determined that your application is eligible for a grant and meets eligibility criteria for Ministerial Review. The award is predicated on the City of South San Francisco agreement to provide technical assistance as detailed in its application. In its application, the City of South San Francisco agreed to comply with the specified Ministerial Review criteria as well as to fulfill all requirements, guidelines, and conditions associated with a grant of Local Agency Technical Assistance funds as specified in D.22-02-026 including but not limited to execution and performance, payment, reporting and award acceptance requirements listed in Attachments 1 and 2 of this letter. Please sign and submit the following: 1. A Consent Form binding your organization to the terms of the grant and 2. A State of California Government Agency Tax Payer ID Form for tax reporting purposes. You must submit these documents within 30 days of the date of this letter. If you do not, this award is void. Thank you for your application and please direct any questions to John Baker (john.baker@cpuc.ca.gov) and/or refer to the Grantee Administrative Manual, available at https://bit.ly/CPUCLATA . We appreciate your efforts to provide service to our fellow Californians. Sincerely, Robert Osborn Director Communications Division 141 2 ATTACHMENT 1 Requirements The grant award is predicated on the City of South San Francisco agreement to provide technical assistance as detailed in its application. In its application, the City of South San Francisco agreed and attested to comply with the specified Ministerial Review criteria as well as fulfilling all requirements guidelines, and conditions associated with a grant of Local Agency Technical Assistance funds as specified in D.22-02-026, including but not limited to execution and performance, payment, reporting and award acceptance requirements. Key requirements of Local Agency Technical grant include, among others: All costs are related to the development of broadband network deployment projects to benefit unserved or underserved Californians. These projects may include, but are not limited to, the costs of joint powers authority formation, environmental studies, network design, and engineering study expenses. Grant may not exceed $500,000 per local agency, per fiscal year A signed affidavit agreeing to comply with the terms, conditions and requirements of the grant and submits to the jurisdiction of the Commission with respect to the disbursement and administration of the grant as well as applicable state and federal rules concerning broadband services. Grantee must sign a Consent Form agreeing to the terms stated in the award letter as well as all Local Agency Technical Assistance Rules and Requirements, Guidelines and Application Materials in D.22-06-026. Grantee must complete the reimbursable work product within 24 months. Grantee must provide Staff a copy of the final reimbursable work product. Reporting The grant award is contingent upon fulfilling the reporting requirements per D.22-06-026, Attachment 1. SB 156 requires grantees to fulfill the monthly reporting requirements set forth in Public Utilities Code section 281(l)(1) if they are using a licensed contractor or subcontractor* to undertake a contract or subcontract in excess of twenty-five thousand dollars ($25,000). The Commission is required to post that information on its website. Specifically, SB 156 requires the following to be reported to the Commission on a monthly basis: undertaking a contract or subcontract in excess of twenty-five thousand dollars ($25,000) to perform work on a project funded or financed pursuant to this section. The location where a contractor or subcontractor described in subparagraph (A) will be performing that work. 142 3 The anticipated dates when that work will be performed. *Licensed contractor or subcontractor means any contractor that holds a California state https://www.cslb.ca.gov/). Post-completion Upon completion of the reimbursable work product and before final payment, Grantees must: Provide a signed completion form stating the technical assistance work has been completed provided prior to final payment and must include a short summary of the reimbursable work product(s) performed under the contract, including demonstration that the reimbursable work product(s) identify broadband infrastructure deployment projects that will help achieve the CASF deployment goal, and identification of the area(s) where the applicant intends to deploy broadband based on the reimbursable work product(s). the contract. Payment Payment will be made directly to the local agency as the grant recipient. Local agency grantees may request partial reimbursement if they complete one or more of the approved reimbursable work products prior to completion of other reimbursable work products approved in the same grant authorization. Payment will be based upon receipt and approval of an invoice(s) submitted by the local agency showing the expenditures incurred for the reimbursable work product, along with the reimbursable work product final report/study/joint powers agreement, etc., and the completion reporting required above. The invoice(s) must be supported by documentation including but not limited to the actual cost of labor and any other expense that will be recovered by the grant. To the extent that any portion of an award was used to reimburse a local agency for administrative costs associated with securing or completing a reimbursable work product, the local agency must submit an itemized accounting of such costs, demonstrating the total requested for reimbursement does not exceed 15 percent of the total authorized award. If any portion of reimbursement is found to be out of compliance, grantees will be responsible for refunding any disallowed amount along with appropriate interest rates determined in accordance with applicable Commission decisions. Grantees are required to maintain records such as files, invoices, and other related documentation for five years after final payment. Grantees shall make these records and invoices available to the Commission upon request and agree that these records are subject to a financial audit by the Commission at any time within five years after the final payment made to a grantee. 143 4 Execution and Performance The City of South San Francisco must complete the project within the 24-month timeframe in accordance with the terms of approval granted by the Commission. If the Grantee is unable to complete project within the 24-month timeframe, it must notify the Commission or Director of Communications Division as soon as it becomes aware of this prospect. The Commission may reduce or withhold payment for failure to satisfy this requirement. In the event that the Grantee or contractor fails to complete the work in accordance with the approval granted by the Commission, and as described in its application and contract, the Grantee must reimburse some or all of the funds it has received. The City of South San Francisco must sign and submit the linked Consent Form agreeing to the terms of the award within 30 calendar days from the date of this letter. Failure to submit the Consent Form within the timeframe required, the CPUC will deem the grant or award null and void. The City of South San Francisco Director regarding any changes to the approval of the grant (such as changes to a reimbursable work product contract, work plan or budget) at least 30 days before the anticipated. Substantive changes may require approval by either the Communications Division Director or by Commission Resolution before becoming effective. The Commission has the right to conduct any necessary audit, verification, and discovery for work proposed or completed under the technical assistance to ensure that funds are spent in accordance with Commission rules and with the terms of approval by the Commission. 144 5 Attachment 2 Local Agency Broadband Technical Assistance Reporting Requirements and Guidelines Version October 2022 The Local Agency Technical Assistance program provides grants for eligible pre-construction work which facilitates the construction of broadband network projects. When the California Public Utilities Commission (CPUC) established the technical assistance grant program, the program was funded with American Rescue Plan Act monies administered by the U.S. Treasury. The source of technical assistance funding has changed. This guidance outlines grantee reporting., The Commission issued Decision (D.) 22-02-026 establishing program requirements for the Local Agency Technical Assistance Grant Program. Grantees must file quarterly progress reports to the Commission with the below information. Narrative Project Information 1.1 The counties, cities and census designated places where households, businesses, and community anchor institutions are planned to be served by the broadband project. 1.2 Confirmation that the technical assistance is designed to support projects that, upon completion, reliably meet or exceed symmetrical 100 Mbps download and upload speeds. 1.3 Statement of intention about the pricing plans for projects that the technical assistance will support, such as offering of affordable plan or low-income plan subsidized with other funding (ACP). 1.4 Information on broadband need in the project area. 1.5 Statement describing the community benefits of broadband technical assistance. Detailed Project Information 2.1 Individual work products granted by the program. o Dollars/hours expended per task/work product. 2.2 Estimated construction start date (month/year). 2.3 Estimated construction completion date (month/year). 2.4 Estimated initiation of operations date (month/year). 2.5 Planned project technology type(s): o Fiber o Coaxial Cable o Terrestrial Fixed Wireless o Other (specify) 2.6 Estimated total miles of fiber to be deployed. 145 6 2.7 Planned number of locations to be served, broken out by type: o Residential locations o Business connections o Community anchor institutions 2.8 Planned non-promotional prices including associated fees, speed tiers, and data allowance for each speed tier. 2.9 Other data on broadband need, by location. Submission To assist grantees with the filing of quarterly progress reports to the Commission, a sample of the reporting requirements is found in Attachment A of this document. Planned project information listed in Attachment A should be submitted on a quarterly basis to the StatewideBroadband@cpuc.ca.gov. Grantees need to include in the email subject line: 1. Application Name 2. Project Name 3. The Reporting Quarter/Month Updated quarterly project submissions are required to be sent by the due dates shown below. Grantees are responsible for contacting the Commission at StatewideBroadband@cpuc.ca.gov, if the information cannot be submitted on time. Reporting Period Project Information Due to CPUC October 1 December 31, 2022 January 2, 2023 January 1 March 31, 2023 April 1, 2023 April 1 June 30, 2023 July 1, 2023 July 1 September 30, 2023 October 1, 2023 October 1 December 31, 2023 January 2, 2024 January 1 March 31, 2024 April 1, 2024 April 1 June 30, 2024 July 1, 2024 July 1 September 30, 2024 October 1, 2024 October 1 December 31, 2024 January 2, 2025 January 1 March 31, 2025 April 1, 2025 April 1 June 30, 2025 July 1, 2025 July 1 September 30, 2025 October 1, 2025 October 1 December 31, 2025 January 2, 2026 January 1 March 31, 2026 April 1, 2026 146 7 April 1 June 30, 2026 July 1, 2026 July 1 September 30, 2026 October 1, 2026 October 1 December 31, 2026 February 1, 2027 Additional Information Reporting requirements and guidelines are subject to change, and CPUC or the Commission may define website. These requirements, in spreadsheet format, are available at: https://www.cpuc.ca.gov/-/media/cpuc- website/divisions/communications-division/documents/broadband-implementation-for- california/technical-assistance-reporting-requirements-oct-2022.pdf 147 California Public Utilities Commission Local Agency Technical Assistance Program CONSENT FORM Acknowledgement and Acceptance of Terms Applicant Name: _________________________________________________________ Key Project Contact: ______________________________________________________ The Grantee identified above acknowledges receipt of the California Public Utilities Commission Resolution T-__________ or Award Letter Dated__________ and agrees to comply with all grant terms, conditions, and requirements set forth in the Resolution or Approval Letter including those in the Local Agency Technical Assistance Rules. Undersigned representative of ____________________________________ [Name of Grantee] is duly authorized to execute this Consent Form on behalf of the Grantee and to bind the Grantee to the terms, conditions, and requirements set forth in California Public Utilities Commission Resolution T-_____________ or Award Letter. Dated this ______ day of ______________, 20___. Signature of Local Agency/Tribe: _______________________________________________________________________ Title____________________________________________________________________ Printed Name____________________________________________________________ ________________________________________________________________________ Organization or Name of Local Agency or Tribe: ________________________________________________________________________ Business Address (include street address, suite/apt. number, city, state, and ZIP Code): _______________________________________________________________________ Telephone Number: ______________________________________________________ Email Address: ___________________________________________________________ 148 State of California Financial Information System for California (FI$Cal) GOVERNMENT AGENCY TAXPAYER ID FORM 2000 Evergreen Street, Suite 215 Sacramento, CA 95815 www.fiscal.ca.gov 1-855-347-2250 The principal purpose of the information provided is to establish the unique identification of the government entity. Instructions: You may submit one form for the principal government agency and all subsidiaries sharing the same TIN. Subsidiaries with a different TIN must submit a separate form. Fields marked with an asterisk (*) are required. Hover over fields to view help information. Please print the form to sign prior to submittal. You may email the form to: vendors@fiscal.ca.gov, or fax it to (916) 576-5200, or mail it to the address above. Principal Government Agency Name* Remit-To Address (Street or PO Box)* City* State *Zip Code*+4 Government Type: City County Special District Federal Other (Specify) Federal Employer Identification Number (FEIN)* List other subsidiary Departments, Divisions or Units under your principal agency's jurisdiction who share the same FEIN and receives payment from the State of California. Dept/Division/Unit Complete Name Address Dept/Division/Unit Name Complete Address Dept/Division/Unit Name Complete Address Dept/Division/Unit Name Complete Address Title E-mail address Contact Person* Phone number* Signature*Date 149 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-925 Agenda Date:12/14/2022 Version:1 Item #:12. Report regarding a resolution for the procurement of furniture,fixtures and equipment and authorizing the City Manager to execute a purchasing contract with vendor One Workplace of Santa Clara,CA for the Civic Campus Phase 2:Library,Parks &Recreation and Community Theater/Council Chamber (pf 2207),in the amount not to exceed $1,689,968. (Jacob Gilchrist, Director of Capital Projects). RECOMMENDATION Staff recommends that City Council adopt a resolution approving the procurement of furniture,fixtures and equipment and authorizing the City Manager to execute a purchasing contract with vendor One Workplace of Santa Clara,CA for the Civic Campus Phase 2:Library,Parks &Recreation and Community Theater/Council Chamber (pf 2207), in the amount not to exceed $1,689,968. BACKGROUND The new Civic Campus Phase 2: Library, Park & Recreation and Community Theater/Council Chamber (“LPR”) project requires Furniture, Fixtures and Equipment (“FF&E”) necessary for operation. Since May 2022, staff has coordinated with One Workplace (“OWP”) to assist with the selection of furniture, library shelving, and administrative workstations. Staff from the Library and Parks & Recreation Departments collaborated with OWP to select durable and attractive high-quality FF&E suitable for use in our new state of the art public facility. This report and associated resolution represent the first phase of FF&E procurement for the project. Staff anticipates that a second phase will be ready for Council review in January 2023. This item is presented now to account for production lead times and keep the project opening on-schedule. Staff plans to purchase most of the furniture,workstations,and library bookshelves using four cooperative purchase programs. Identical to the procurement strategy utilized for the new Police Operations and 9-1-1 Dispatch Center,these programs allow the City to “piggyback”on other public agencies’bid processes and take advantage of already contracted low prices.Use of cooperative purchasing programs is a way of obtaining goods and services by aggregating volume,securing value pricing,and reducing administrative overhead.Use of purchasing cooperatives significantly reduces the time and resources needed to competitively bid goods and services contracts,resulting in better overall value.When compared to standard retail prices,the project team estimates that the City will save in excess of 10% overall on FF&E by using this procurement strategy. The City may enter a piggyback contract,under SSF Municipal Code section 4.04.040(b),if the contract terms are valid and have been negotiated by another governmental agency using a quote or bid process that substantially conforms to the procedures established by state law and the City purchasing ordinance.Further,the City’s purchasing policy requires the bid process on the piggybacked contract to have been completed within the last year. Staff is recommending the use of cooperative purchasing programs for FF&E as described below: A.BCI Shelving was selected by Library staff for the two floors of bookshelves for the new Library.BCI is an award-winning world leader in modern library furniture with more than 60 years of experience.Staff selected the “Uniflex”and “Lingo” shelving lines,a system that allows for a unique image and flexible learning environment.Both shelving systems make use of wood, glass, steel, and perforated sheet metal to create a unique image best fit for the new South San Francisco library. BCI is a member of The Interlocal Purchasing Systems (“TIPS”),a national purchasing cooperative led by Region 8 Education Service Center (“Region 8 ESC”)from Texas.Region 8 ESC,the lead agency of TIPS,is a public governmental entity.All TIPS contracts are awarded by Region 8 ESC,and each TIPS vendor has met strict competitive procurement process guidelines established by ESC administration. The total amount of proposal for BCI shelving system is $1,212,515. B.Smith Systems is an innovative school furniture company committed to improving and enhancing the learning experience. City of South San Francisco Printed on 12/9/2022Page 1 of 4 powered by Legistar™150 File #:22-925 Agenda Date:12/14/2022 Version:1 Item #:12. B.Smith Systems is an innovative school furniture company committed to improving and enhancing the learning experience. Library staff selected Smith Systems book carts and trolleys for the library spaces because they are more durable and less expensive than the other options on the market. The total amount of proposal for Smith Systems is $17,941. Steelcase (“STC”)will provide all the workstation cubicles and desk systems.Steelcase has over 100 years of experience providing cutting-edge, high-quality workstations. The total amount of proposal for STC is $147,965. Humanscale,will provide computer CPU holders,monitor arms,and wiring management for all the workstations and desks. Humanscale is the leading designer and manufacturer of ergonomic products that improve the health and comfort of work life. The total amount of proposal for Humanscale is $31,103. Smith Systems,Steelcase,and Humanscale are all members of Sourcewell,a service cooperative created by the Minnesota legislature as a local unit of government.Sourcewell is explicitly authorized to provide cooperative purchasing services and follows the competitive contracting law process to solicit,evaluate,and award cooperative purchasing contracts for goods and services. C.Great Openings will provide all the drawers,file cabinets and lateral file cabinets.Great Openings storage products are made in the USA.For over 20 years,Great Openings has helped businesses improve their efficiency and organization with innovative storage furniture. Great Openings is a member of The Interlocal Purchasing Systems (“TIPS”),a national purchasing cooperative led by Region 8 Education Service Center (“Region 8 ESC”)from Texas.Region 8 ESC,the lead agency of TIPS,is a public governmental entity.All TIPS contracts are awarded by Region 8 ESC,and each TIPS vendor has met strict competitive procurement process guidelines established by ESC administration. The total amount for Great Openings is $53,505. D.Sit on It (SOI)will provide all the office chairs for the staff workstations.SOI,a California-based office product manufacturer,is one of the leading manufacturers of commercial task chairs,desks,and workstations with over 25 years of experience. They combine award-winning design with fast lead times around. SOI is a member of OMNIA Partners,Public Sector (“OMNIA”),a cooperative purchasing organization that partners with lead public agencies. The cooperative contract is made available to public agencies, educational institutions, and nonprofits. The total amount of proposal for Sit on It furniture is $24,334. E.AMQ, will provide all the power modules and soft cable management products for all workstations. AMQ is a member of E &I Cooperative Services,the only member-owned,non-profit sourcing cooperative exclusively focused on serving the education community. The total amount of proposal for AMQ is $29,224. Three vendors -Doug Mockett,Woodtech,and Synnex-will provide ancillary workstation equipment.These vendors are not members of a cooperative purchase program.The total cost of their materials and equipment is $8,869,well below the City Manager’s purchasing authority,and is included in the One Workplace agreement to maintain consistent administrative and contractual responsibilities. Descriptions of their products is below: F.Doug Mockett will provide wire managers for workstations throughout the building for both Library and Parks &Recreation staff. The total amount of proposal for Doug Mockett is $5,760. G.Woodtech will provide pencil rails for all the administrative workstations.With its state of the art production plant in Oakland,California,Woodtech is one of the few furniture manufacturer to predominantly use Forest Stewardship Council - certified wood which originates from sources that are sustainable and renewed. The total amount of proposal for Woodtech is $2,200. City of South San Francisco Printed on 12/9/2022Page 2 of 4 powered by Legistar™151 File #:22-925 Agenda Date:12/14/2022 Version:1 Item #:12. H.Synnex will provide the surge protectors for the workstations. The total amount of proposal for Woodtech is $909. Manufacturer Purchase Program Amount Attachment 2 BCI Shelving TIPS $1,212,515 Smith Systems Sourcewell $ 17,941 Subtotal $1,230,456 Attachment 3 Steelcase (STC) Sourcewell $ 147,965 Great Openings TIPS $ 53,505 Sit On It (SOI) Omnia $ 24,334 AMQ E&I $ 29,224 Humanscale Sourcewell $ 31,103 Doug Mockett No purchase program $ 5,760 Synnex No purchase program $ 909 Woodtech No purchase program $ 2,200 Design $ 716 PM $ 23,000 Labor to Install $ 99,498 Tax $ 41,299 Subtotal $ 459,512 Total $ 1,689,968 FISCAL IMPACT The FF&E cost of $1,689,968 is included as part of FF&E budget in the current total project budget of $101,000,000 for pf2207 presented to Council on November 09,2020.No additional funding appropriation is required. RELATIONSHIP TO STRATEGIC PLAN This effort is included in the City’s Strategic Plan.It aligns with Priority #2,which is focused on enhancing quality of life, and Priority #3, which is focused on enhancing public safety. CONCLUSION Staff recommends the City Council adopt a resolution authorizing the City Manager to execute a purchase agreement with One City of South San Francisco Printed on 12/9/2022Page 3 of 4 powered by Legistar™152 File #:22-925 Agenda Date:12/14/2022 Version:1 Item #:12. Workplace. Attachments: 1.Attachment 1 - Library shelving layout. 2.Attachment 2 - Library Shelves and Carts Combined Price Quote. 3.Attachment 3 - Workstations Combined Price Quote. City of South San Francisco Printed on 12/9/2022Page 4 of 4 powered by Legistar™153 EQ-L15 EQ-L08AEQ - L02B EQ-L15 EQ-L16 EQ-L17 EQ-L18 EQ-T06 EQ-T06 EQ-T01 MWS-1 EQ-L15 WORK ROOM 102B AMH 102A VESTIBULE 1C1 RESERVES 102C EQ-L15 EQ-L15 38'-1"909090 90901.1A 1.1A 1.1A 1.1B 1.1B Case: Scale:No: ID:Date:Rev: Lammhults Biblioteksdesign A/S Dalbækvej 1, DK-6670 Holsted Tel.: +45 76782611 Fax: +45 76782622 bci@bci.dk www.lammhultsbiblioteksdesign.dk Confidential: Property of Lammhults Biblioteksdesign A/S. Not to be handed over to, copied or used by third party. two- or three dimensional reproduction of contents to be authorized by Lammhults Biblioteksdesign A/S. South SF Civic Center Level 1: Reserves KHA 22/09/2022 200127 1:50 @ A3 B 154 EQ-T01 A293 A292 A292 A293 EQ-L08CEQ-T01 EQ-L02A EQ-T06 EQ-T06 EQ-L19 EQ-T06 MWS-5 MWS-1 MWS-1 EQ-L02AEQ-L19 EQ-L19 EQ-T06 EQ-T06 EQ-T06 EQ-T06 EQ-T06 EQ-T06 EQ-T06 EQ-T06 CHILD COLLAB 209 CHILD COLLAB 211 CHILDRENS 205 FAMILY RR 2T3 CHILD STOR 210 AUDIO VISUAL FICTION NON-FICTION EARLY LITERACY (STORY WITH PICTURE BOOKS) A292 EQ-T04 EQ-L09 EQ-T01 AC7.2.4 9 EQ-L20 EQ-L05 EQ-L06 EQ-L06EQ-L22 TA-09Start900Add900Add900 Add900Add900Add900Add900Add900Add900900 StartAdd 900 Add 900 Add 900 Add 900 Add 900900 StartAdd 900 Add 900 Add 900 Add 900 Add 900 Add 900 900Start900Start900Start900StartAdd900900Start900Start900StartAdd900Start900Add900Add900Add900Start900Add900Add900Add900Add900Add900Add900Add900Add900Add9002.2A 2.2A 2.2A 2.2A 2.2A 2.2B 900StartAdd9002.2A 2.2B 900StartAdd9002.2A 2.2B 900Start2.2A Add9002.2A 2.2B 900StartAdd9002.2A 2.2B 900StartAdd9002.2A 2.2B 900Start2.2A 2.2B 900StartAdd9002.2A 2.2B 900StartAdd9002.2A 2.2B Add9002.2B 900StartAdd9002.2A 2.2B 900StartAdd9002.2A 2.2B Add9002.2B 900StartAdd9002.2A 2.2B 900StartAdd9002.2A 2.2B 900Start2.2A Add9002.2B 900StartAdd9002.2A 2.2B 900StartAdd9002.2A 2.2B 900Start2.2A Add9002.2A 2.2B 900StartAdd9002.2A 2.2B 900StartAdd9002.2A 2.2B 2.2C 2.2C 2.2C 2.2C 2.2C 2.2C 2.2C 2.3A 2.3A2.3B2.3B2.3B2.3B2.3B2.3B 2.3B2.3B2.3B2.3B2.3B 2.3A12.3B1 900 StartAdd 900900 StartAdd 900 Add 900 900 StartAdd 900900 StartAdd 900 2.3C2.3D2.3C2.3D 2.3C2.3D2.3C2.3D 2.3D 2.4A 2.4B 2.4B 2.4B 2.4B 2.4B 2.4B 2.4B 2.4B 2.4A 2.4B 2.4B 2.4B 2.5A 2.5B 2.5B 2.5B 2.5B 2.5B 2.5B 2.5B 2.5B 2.5B 2.62.6 2.6 2.7 2.7 2.8 2.8 2.8 2.8 2.9 2.9A 2.9A Case: Scale:No: ID:Date:Rev: Lammhults Biblioteksdesign A/S Dalbækvej 1, DK-6670 Holsted Tel.: +45 76782611 Fax: +45 76782622 bci@bci.dk www.lammhultsbiblioteksdesign.dk Confidential: Property of Lammhults Biblioteksdesign A/S. Not to be handed over to, copied or used by third party. two- or three dimensional reproduction of contents to be authorized by Lammhults Biblioteksdesign A/S. South SF Civic Center Level 1: Children's Area KHA 22/09/2022 200127 1:100 @ A3 B 155 A292 A292 A292 EQ-T06 EQ-T06 EQ-T06 EQ-T06 MWS-3 EQ-T06 EQ-T06 STAIR 01 2S1 YOUNG ADULT 206 TEEN COLLAB 208 TEEN COLLAB(AV) 207 MWS-1 Start900Add900Add900Add900Add900Add900Add900Add900Add900Start900Add900Add900Add900909090 909090 9090 9090909090909090902.4A 2.4B 2.4B 2.4B 2.4B 2.4B 2.4B 2.4B 2.4B 2.4A 2.4B 2.4B 2.4B 2.10C 2.10A2.10A 2.10A2.10A 2.10B 2.10B 2.10C 2.11A 2.11B 2.11A 2.11A 2.11B 2.11B 2.11B 2.11B 2.11B 2.11B 2.11B 2.12A 757575752.12B2.12B2.12B Case: Scale:No: ID:Date:Rev: Lammhults Biblioteksdesign A/S Dalbækvej 1, DK-6670 Holsted Tel.: +45 76782611 Fax: +45 76782622 bci@bci.dk www.lammhultsbiblioteksdesign.dk Confidential: Property of Lammhults Biblioteksdesign A/S. Not to be handed over to, copied or used by third party. two- or three dimensional reproduction of contents to be authorized by Lammhults Biblioteksdesign A/S. South SF Civic Center Level 2: Teen's Library KHA 22/09/2022 200127 1:100 @ A3 B 156 EQ-L08C A292 A292 A292 A292 EQ-T02EQ-T01 EQ-T06 EQ-T06 EQ-L02A EQ-T06EQ-T03 MWS-1 MWS-1 MWS-1 MWS-1 EQ-L02A EQ-T06 EQ-T01 EQ-T01 EQ-L07 ADULT COLLAB 308 MARKET EXCHANGE 305A STAIR 01 3S1 ADULT COLLAB 311 TS WORK RM 306A PROJECT READ 307 M RESTROOM 3T2 ELEC 3L1 TELECOM 3F1 TUTORING 309 TUTORING 310 STORAGE 3X1 ADULT LIBRARY 305 MYSTERY ROMANCE FANTASY SCI-FI ART TRAVEL COOK HOME IMPROVEMENT FICTION LITERATURE LARGE FORMAT AUDIO VISUAL GRAPHIC NOVELS INTERNATIONAL FOREIGN HIGH RISE LITERATURE HISTORY BIOGRAPHY FICTION 3 MAINSTREET WEST TS WKST 306B DONATIONS STOR. 3X2 EQ-T04 EQ-T01 EQ-T06 MWS-1 MWS-1 EQ-T06 EQ-T06 EQ-T06 EQ-T06 EQ-T06 EQ-T06 EQ-T06 EQ-T06 EQ-T06 16009090909090909090909090909090909090909090909090909090909090909090909090909090909090909090909090909090909090909090909090909090909090909090909090909090 90909090 9090909090909090 909090 909090 909090 909090 9090909090909090 9090909090909090909090 9090909090909090909090909090 90909090 9090909090909090909090909090909090909090909090909090909090909090909090 3.14A 3.14B 3.19A 3.19B 3.20C MM 3.21A 3.21B 3.22A 3.23B 3.13A ELC 3.13A ELC 3.13A ELC 3.13A ELC 3.13A ELC 3.13A ELC 3.13A ELC 3.13B ELC 3.13B ELC 3.13B ELC 3.13B ELC 3.13B ELC 3.13B ELC 3.13B ELC 3.13B ELC 3.13B ELC 3.13B ELC 3.13B ELC 3.13B ELC 3.13B ELC 3.13B ELC 3.13B ELC 3.13B ELC 3.13B ELC 3.13B ELC 3.13B ELC 3.13B ELC 3.13B ELC 3.13B ELC 3.13B ELC 3.13B ELC 3.13B ELC 3.13B ELC 3.13B ELC 3.13B ELC 3.13A PS 3.13B PS 3.13B PS 3.13B PS 3.13B PS 3.13A PS 3.13B PS 3.13B PS 3.13B PS 3.13B PS 3.13A PS 3.13B PS 3.13B PS 3.13B PS 3.13B PS 3.13A PS 3.13B PS 3.13B PS 3.13B PS 3.13B PS 3.13A PS 3.13B PS 3.13B PS 3.13B PS 3.13B PS 3.13A PS 3.13B PS 3.13B PS 3.13B PS 3.13B PS 3.13A PS 3.13B PS 3.13B PS 3.13B PS 3.13B PS 3.13E ELC 3.13E ELC 3.13E ELC 3.13E ELC 3.13E ELC 3.13E PS 3.13E PS 3.13E PS 3.13E PS 3.13E PS 3.13E PS 3.14A 3.14A 3.14A 3.14A 3.14A 3.14A 3.14A 3.14A 3.14B 3.14B 3.14B 3.14B 3.14B 3.14B 3.14B 3.14B 3.14B 3.14B 3.14B 3.14B 3.14B 3.14B 3.14B 3.14B 3.14B 3.14B 3.14B 3.14B 3.14B 3.14B3.14B 3.14B 3.14B 3.14B 3.14B 3.14B 3.14B3.14B 3.14B 3.15A 3.15A 3.15A 3.15A 3.15A 3.15A 3.15B 3.15B 3.15B 3.15B 3.15B 3.15B 3.15B 3.15B 3.15B 3.15B 3.15B 3.15B 3.15B 3.15B 3.15B 3.15B 3.15B 3.16A 3.16A 3.16B 3.16B 3.16B 3.16B 3.19B 3.20A 3.20B 3.20B 3.20B 3.20B 3.20A 3.20B 3.20B 3.20B 3.20B 3.20A 3.20B 3.20B 3.20B 3.20B 3.20A 3.20B 3.20B 3.20B 3.20B 3.20C MM 3.20C MM 3.20C MM 3.21B 3.21B 3.21A 3.21B 3.21B 3.21B 3.23B 3.23B 3.23B 3.23B 3.23B 3.23B 3.23B 3.23B 3.23B 3.23B 3.23B 3.23B Case: Scale:No: ID:Date:Rev: Lammhults Biblioteksdesign A/S Dalbækvej 1, DK-6670 Holsted Tel.: +45 76782611 Fax: +45 76782622 bci@bci.dk www.lammhultsbiblioteksdesign.dk Confidential: Property of Lammhults Biblioteksdesign A/S. Not to be handed over to, copied or used by third party. two- or three dimensional reproduction of contents to be authorized by Lammhults Biblioteksdesign A/S. South SF Civic Center Level 3: Adult's Library KHA 22/09/2022 200127 NTS @ A3 B 157 MARKET EXCHANGE 305A STAIR 02 3S2 FRIENDS MAGAZINE PERIODICALS 3 MAINSTREET WEST EQ-L02A EQ-L08C 99199116009090909090909090909090909090 90 90 90 90 90 3.19A 3.19B 3.22A 3.23B 3.24 3.25 3.27 3.17 3.17 3.17 3.17 3.17 3.17 3.17 3.17 3.17 3.17 3.17 3.17 3.17 3.17 3.17 3.17 3.17 3.17 3.17 3.17 3.17 3.18 3.18 3.18 3.18 3.19B 3.19B 3.19B 3.20A 3.20B 3.20B 3.20B 3.20B 3.20C MM 3.243.24 3.25 3.25 3.25 3.25 3.27 3.27 3.23B 3.23B 3.23B 3.23B 3.23B 3.23B 3.23B 3.23B 3.23B 3.23B 3.23B 3.23B 3.17 3.17 Case: Scale:No: ID:Date:Rev: Lammhults Biblioteksdesign A/S Dalbækvej 1, DK-6670 Holsted Tel.: +45 76782611 Fax: +45 76782622 bci@bci.dk www.lammhultsbiblioteksdesign.dk Confidential: Property of Lammhults Biblioteksdesign A/S. Not to be handed over to, copied or used by third party. two- or three dimensional reproduction of contents to be authorized by Lammhults Biblioteksdesign A/S. South SF Civic Center Level 3: Market Area KHA 22/09/2022 200127 1:100 @ A3 B 158 For the best experience, open this PDF portfolio in Acrobat X or Adobe Reader X, or later. Get Adobe Reader Now! 159                !  " #$ %&'%( )$)*#+, -#.( -# )$)* / 0 %&'%( '(*)(1&)* )( (2(3  )$)*  /  )$!  %$,45674 5$,45674 8765$ 9948 " (9 6 :5!9 4 ;( %)( (()#<*#(( )/ # = : 5 ( )> ?)/): 99@  /A 8 4  ?B (! C/)@ 0/A0 8004 ?)/(.@   /A8 4 ?./-D) 9 @ /-D/A 8 4  ?&9 /) : 99@  /&./A 84 ((( )> ?C.5 ; .C /A08 4 ?), E)C  /A 4  ?;= $/A84 #+8= C=.9= = 99!  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ity of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-929 Agenda Date:12/14/2022 Version:1 Item #:12a. Resolution approving a purchase agreement with One Workplace to purchase furniture and equipment for the Library,Parks and Recreation,Community Theater/Council Chamber Project (LPR)in an amount not to exceed $1,689,968 WHEREAS,the Project is defined as Phase 2:Library,Parks &Recreation and Community Theater /Council Chamber (“LPR”); and WHEREAS,new library shelving is needed as part of FF&E to serve the new library for the City of South San Francisco; and WHEREAS,new library carts are needed as part of FF&E to serve the new library for the City of South San Francisco; and WHEREAS,new workstations,work desks,and work chairs are needed for the staff for Library and Parks & Recreation Departments; and WHEREAS,funding for the Project is included in the City of South San Francisco Capital Improvements Program (“CIP”), and sufficient funds are available to cover the purchase order cost; and WHEREAS,purchase order amount was included in the LPR project budget presented to City Council on November 9, 2020, totaling a project total amount of $101,000,000; and WHEREAS, this agreement is for the purchase of furniture, equipment, and installation services; and WHEREAS,the new furniture and equipment has been reviewed and accepted by the Library and Parks & Recreation Departments for its serviceability and mission usefulness; and WHEREAS, the new furniture and equipment will have an economic lifespan of a minimum of five years; and WHEREAS,under SSF Municipal Code section 4.04.040 authorize City to purchase or contract for specified supplies,services,and equipment via “piggyback.”City purchases may be made by taking advantage of valid contract terms that have been negotiated by another governmental agency,if that agency has used a quote or bid process that substantially conforms with the procedures established by state law; and WHEREAS, the majority of new furniture and equipment will be purchased under existing government “piggyback” contract under: a.TIPS BCI Contract #200301 b.TIPS Great Openings #210305 c.OMNIA Allsteel Contract #R191802, originally award by the State of Texas, Region 4 Education Service Center, May 1, 2020 City of South San Francisco Printed on 12/9/2022Page 1 of 2 powered by Legistar™316 File #:22-929 Agenda Date:12/14/2022 Version:1 Item #:12a. d.OMNIA Safco Contract #R191814, originally award by the State of Texas, Region 4 Education Service Center, May 1, 2020 e.Sourcewall Contract #28584, f.E & I Cooperative Services Contract # SPA #23-E&I WHEREAS, staff has reviewed and confirmed that these cooperative purchasing schemes and contract structures are valid and in compliance with local, state and SSF purchasing procedures. NOW,THEREFORE,BE IT RESOLVED,by the City Council of the City of South San Francisco that the City Council hereby approves a Purchase Agreement with One Workplace of Santa Clara,California in an amount not to exceed $1,689,968, a form of which is attached hereto and incorporated herein as Exhibit A; and BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute the agreement in substantially the same form as Exhibit A on behalf of the City upon timely submission of One Workplace signed contract and all other required documents, subject to approval as to form by the City Attorney; and BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute all other related documents necessary to achieve the intent of this resolution and accompanying staff report,which documents are consistent with the price and terms approved herein and that do not materially increase the City’s obligations, subject to approval as to form by the City Attorney; and BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco authorizes the Finance Department to establish the Project Budget consistent with the information contained in the accompanying staff report. ***** City of South San Francisco Printed on 12/9/2022Page 2 of 2 powered by Legistar™317 Page 1 of 4 [Rev:11/14/2016] PURCHASE AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND ONE WORKPLACE 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 One Workplace (“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 _December XX, 2022, 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 June 15, 2023. The installation and other services set forth in Exhibit A must be completed by August 15, 2023. 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 library [bookshelves, office furniture and workstations] and shall complete delivery F.O.B. to the City of South San Francisco on or before 180 days from the date of this Purchase Agreement 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. 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 One million six hundred eighty nine thousand nine hundred sixty eight ($1,689,968.00). 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 [one year] 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 318 Page 2 of 4 [Rev:11/14/2016] 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. 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. 319 Page 3 of 4 [Rev:11/14/2016] 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 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 _N/A___. 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 Vendor 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: One workplace L. Ferrari LLC 475 Brannan St., Suite 210 San Francisco, CA 94107 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 320 Page 4 of 4 [Rev:11/14/2016] 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. 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:___________________________ Name, Title Name, Title Attest: __________________________ City Clerk Approved as to Form: __________________________ City Attorney 2729963.1 321 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-1055 Agenda Date:12/14/2022 Version:1 Item #:13. Report approving a license agreement and fee for tiebacks within Dubuque Avenue for the construction of 580 Dubuque Avenue and approving budget amendment number 23.040. (Jason Hallare, Senior Civil Engineer) RECOMMENDATION Staff recommends that the City Council adopt resolutions approving a license agreement and fee for tiebacks within Dubuque Avenue for the construction of 580 Dubuque Avenue. BACKGROUND/DISCUSSION 580 Dubuque,the empty lot north of and adjacent to the City of South San Francisco (“City”)Caltrain Station parking lot,is being developed by IQHQ (“Developer”)to construct an eight-story office/R&D building of approximately 263,000 square feet above grade,a four-story subterranean garage,and supporting site improvements (“Project”). The Project was approved by the City Council on May 11, 2022 and July 27, 2022. The construction of the four-story subterranean garage requires a temporary shoring wall to support the adjacent earth until the permanent basement walls are constructed.On June 2,2022,the Developer submitted an encroachment permit application to install tiebacks in the Public Right-of-Way (“ROW”)in Dubuque Avenue.The Developer and City staff have met and discussed multiple alternatives to the temporary shoring and have ruled out other shoring options due to physical constraints and practical infeasibility.After reviewing tieback policies of other local agencies and a case study on tiebacks,City staff determined that tiebacks will be allowed in the ROW with certain considerations,and an approval would consist of an Encroachment Permit and a License Agreement defining a License Area as shown in Attachment 1. City staff had developed a tieback policy to be applied to this and future projects.The tieback policy is as follows: ·Allow tiebacks in the ROW that serve as temporary supports for permanent shoring construction. ·Alternative temporary shoring methods shall be demonstrated to be infeasible for the project. ·Tiebacks within 20-ft of the surface: all tieback elements shall be removed in their entirety. ·Tiebacks deeper than 20-ft below surface:a tieback fee of $2,000 per tieback shall be charged,and the tieback may remain in-place under tension. The Project proposes to install 217 tiebacks within Dubuque Avenue consisting of 4 vertical rows all deeper than 20-feet below the surface as shown in the Attachment 2 figures. The total tieback fee is $434,000. The related encroachment permit fees are $641. The total License Fee is therefore $434,641. The License Agreement would have a term of five years or until the issuance of a certificate of occupancy for the new building,whichever is earlier.The temporary tiebacks will continue to remain in their subterranean City of South San Francisco Printed on 12/9/2022Page 1 of 2 powered by Legistar™322 File #:22-1055 Agenda Date:12/14/2022 Version:1 Item #:13. the new building,whichever is earlier.The temporary tiebacks will continue to remain in their subterranean locations thereafter but no work or maintenance would be required thereafter as they are temporary support for the permanent shoring construction.The agreement requires Developer to maintain insurance,repair damages to the license area, and indemnify the City for liabilities associated with work allowed under the agreement. FISCAL IMPACT The Encroachment Permit fees of $641 will be received into the General Fund to support staff and inspection time. Budget Amendment #23.040 accepts the tieback fee of $434,000 into the Infrastructure Reserve with the intent that,if ever in the future,a tieback left within the ROW needed to be removed the Infrastructure Reserve would be utilized. RELATIONSHIP TO THE STRATEGIC PLAN Approving the proposed agreement will support City Priority Area 2 Initiative 2.4 expanding employment options through development projects. CONCLUSION Staff recommends that the City Council adopt a resolution approving a license agreement and fee for tiebacks within Dubuque Avenue for the construction of 580 Dubuque Avenue and authorizing the City Manager to execute the agreement; and to approve the budget amendment number 23.040. Attachments: 1.Vicinity Map 2.Tieback Exhibits City of South San Francisco Printed on 12/9/2022Page 2 of 2 powered by Legistar™323 324 License Area Tie-Backs 325 326 License Area Tiebacks 327 328 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-1056 Agenda Date:12/14/2022 Version:1 Item #:13a. Resolution approving a license agreement and fee for tiebacks within Dubuque Avenue for the construction of 580 Dubuque Avenue,authorizing the City Manager to execute said agreement,and approving Budget Amendment #23.040. WHEREAS,580 Dubuque,the empty lot north of and adjacent to the City of South San Francisco (“City”) Caltrain Station parking lot,is being developed by IQHQ (“Developer”)to construct an eight-story office/R&D building of approximately 263,000 square feet above grade,a four-story subterranean garage,and supporting site improvements (“Project”); and WHEREAS, the Project was approved by the City Council on May 11, 2022 and July 27, 2022; and WHEREAS,the construction of the four-story subterranean garage requires a temporary shoring wall to support the adjacent earth until the permanent basement walls are constructed; and WHEREAS,the Project proposes to install 217 tiebacks within Dubuque Avenue consisting of 4 vertical rows all deeper than 20-feet below the surface; and, WHEREAS,the Developer and City staff have met and discussed multiple alternatives to the temporary shoring and have ruled out other shoring options due to physical constraints and practical infeasibility; and, WHEREAS,City staff determined that tiebacks will be allowed in the public Right-of-Way (“ROW”)subject to the issuance of an Encroachment Permit and execution of a License Agreement; and, WHEREAS,the License Agreement defines the License Area of ROW for tiebacks to extend into and the License Fee associated with the Project; and, WHEREAS, the City and Developer have reviewed and agreed upon the License Agreement in Exhibit A; and, WHEREAS,Budget Amendment #23.040 will receive the License Fee of $434,000 into the Infrastructure Reserve with the intent that,if ever in the future,a tieback left within the ROW needed to be removed the Infrastructure Reserve would be utilized. THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco hereby takes the following actions: 1.Approves the License Agreement and fee for tiebacks in the Public Right-of-Way,attached as Exhibit A to this resolution and incorporated herein. 2.Approves Budget Amendment #23.040. 3.Authorizes the City Manager to execute the License Agreement in substantially the same form as Exhibit A,and to execute other necessary documents or take any other action necessary to accomplish the intent of this resolution or accompanying staff report,subject to review and City of South San Francisco Printed on 12/9/2022Page 1 of 2 powered by Legistar™329 File #:22-1056 Agenda Date:12/14/2022 Version:1 Item #:13a. accomplish the intent of this resolution or accompanying staff report,subject to review and approval as to form by the City Attorney. ***** City of South San Francisco Printed on 12/9/2022Page 2 of 2 powered by Legistar™330 - 1 - RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: IQHQ-Spur Ph I, LLC 674 Via de la Valle, Suite 206 Solana Beach, CA 92705 Attention: Legal Department This Space For Recorder’s Use Only LICENSE AGREEMENT THIS LICENSE AGREEMENT (“Agreement”) is entered into as of this ____ day of ____________, 2022 (“Effective Date”), by and between IQHQ-SPUR PH I, LLC, a Delaware limited liability company ("Owner" or “Licensee”), and CITY OF SOUTH SAN FRANCISCO, a municipal corporation (“City” or “Licensor”), with reference to the facts set forth in the Recitals below. RECITALS WHEREAS, Owner is the owner of certain real property in the City of South San Francisco, County of San Mateo, State of California, as more particularly described in Exhibit A attached hereto (“Property”). WHEREAS, Owner intends to develop the Property with an eight-story office/R&D building of approximately 263,000 square feet above grade and a four-story subterranean garage (the “New Building”) in accordance with the Conditions of Approval attached as Exhibit E to Resolution No. 71-2022 and related approvals granted by the City Council on May 11, 2022 and July 27, 2022 (“Conditions of Approval”). The construction of the New Building and activities related to it are called, collectively, the "Project". WHEREAS, Owner intends to excavate on the Property, the intended depth of said excavation to be in excess of nine (9) feet below the adjacent curb level at the point where the joint property lines of the Property and the public right of way (as defined below) intersect the curb, and thereafter to construct the New Building. WHEREAS, The City has the authority to regulate the terms and conditions for the use of the surface, the air space above the surface, and the area below the surface of the public streets, roads, sidewalks, lanes, courts, ways, alleys, and boulevards, including, without limitation, all public utility easements and public service easements as the same now or may thereafter exist that are under the jurisdiction of the City (“Public Right-of-Way”) for the construction, installation and maintenance of private buildings and improvements. WHEREAS, in connection with Owner’s excavation for and construction of the New Building, Owner has requested permission of City to enter upon the Public Right-of-Way in order to perform certain actions in connection with the construction of the New Building, including to construct, install, use, repair, modify, and maintain the shored wall elements, underpinning, and subgrade tieback systems, which are located within the Public Right-of-Way area further described EXHIBIT A - DRAFT AGREEMENT 331 - 2 - in Exhibit B, attached hereto (“License Area”), which permission the City is willing to grant, subject to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the parties agree as follows: AGREEMENT 1. Grant of License. City hereby grants to Owner and its employees, agents, consultants, contractors, successors, and assigns, a non-exclusive and limited duration license (the "License"), to periodically enter the License Area during the term of this Agreement for the following purposes: (a) Lateral and Subjacent Support. To construct, install, use, repair, modify, and maintain the shored wall elements, underpinning, and subgrade tieback systems necessary to construct the New Building and as may be necessary to provide lateral and subjacent support and protection to the License Area and associated developments thereon, as more fully described in Exhibit C to this Agreement, as the same may be modified in accordance herewith (the "Work"). All Work performed under this License shall be at Owner’s sole cost and expense.; 2. License Fee. Owner shall pay to City a fee in the amount of Four Hundred Thirty- Four Thousand Six Hundred Forty-One Dollars ($434,641.00), as set forth in the invoice attached hereto as Exhibit D, which shall be Owner’s sole and total payment obligation to City for the License under this Agreement, including, without limitation, all fees and costs for (i) permits and (ii) services provided by the City’s engineers, consultants, contractors, and staff associated with the License and the Agreement. 3. Drawings and Specifications. Notwithstanding the foregoing, without the prior written consent of City, Owner shall not perform any Work on or under the License Area other than as described in Exhibit C attached hereto (the "Drawings and Specifications") or reasonably related thereto, except in the case of an Emergency. City and Owner recognize and agree that City approves of the Work described in the Drawings and Specifications. 4. Preconstruction Survey. Prior to commencement of the Work, Owner and City (or their designees) shall conduct a joint walk-through examination and survey of the License Area, including improvements thereon, to establish the pre-construction condition thereof ("Pre- construction Condition"). Owner shall prepare a photographic survey report documenting the pre-construction condition (the "Pre-construction Survey"), which shall be submitted to City for its review and approval. To the extent that City has objections to the Pre-construction Survey, such objections shall be provided to Owner within fourteen (14) days after City’s receipt of the Pre- construction Survey. Owner shall use commercially reasonable efforts to respond to City's objections and resubmit the Pre-construction Survey within fourteen (14) days following receipt of City's objections. 5. Tiebacks. The Work installed on or under the License Area pursuant to this Agreement, including without limitation, tiebacks, shall not be located at a depth less than twenty feet (20’) from the street surface. Tieback anchors located at a depth greater than twenty feet (20’) from the street surface shall remain tensioned and shall be left in place by Owner after the 332 - 3 - termination or expiration of this Agreement. Legal title to the components of the Work located on or under the License Area shall pass to City upon the termination or expiration of this Agreement. 6. Use and Maintenance of the License Area. Owner and City hereby agree that so long as this Agreement remains in effect, Owner may use, maintain, repair, replace and/or remove the Work located within the License Area. Except in the event of an Emergency, Owner shall not construct or add any improvements in the License Area other than the Work without the City’s prior express written consent, provided that such additional work complies with all applicable laws and Owner obtains or causes to be obtained all required permits. In the event of an imminent threat to health, safety, or risk of damage to the Property, the Public Right-of-Way, or the License Area (in whatever state of completion) (an "Emergency"), Owner may access License Area, including structures and buildings thereon, to perform any work necessary to prevent or respond to such Emergency, provided that Owner shall use reasonable efforts to provide as much prior notice to City as is practical under the circumstances. 7. Damage in License Area. Except for minor settlement cracks, Owner shall be responsible for (i) any damage to City street pavements, existing utilities, curbs, gutters, sidewalks caused by Owner’s installation, maintenance, repair or removal of the Work, (ii) costs for issuance of permits and inspection of the Work, and (iii) repair, replacement and restoration in kind of damage to the License Area arising from Owner’s prosecution of the Work (other than to the extent such damage is caused by the City, its employees, officers or agents), in each case, at its sole expense. Owner shall notify all utilities of any damage caused by Owner’s installation, maintenance, repair or removal of the Work. Owner shall be responsible at its sole cost and expense to all utilities for any damage caused to facilities owned by utilities caused by Owner’s installation, maintenance, repair or removal of its Work. If the License Area to be used by Owner for the installation of Work has pre-existing installation(s) placed in the said License Area, Owner shall assume the responsibility to verify the location of the pre-existing installation and notify the City and any third party of Owner’s proposed installation. The reasonable and documented cost of any work required by such third party of City to provide adequate space or required clearance to accommodate Owner’s installation of the Work in the License Area shall be borne solely by Owner. 8. Records and Field Locations. Owner shall maintain accurate maps and improvement plans of the Work. Owner shall submit to the City at the conclusion of installation of the Work copies of all maps accurately depicting the actual location of the Work as built. Owner shall, upon demand of the Engineering and Transportation Department Director, deliver to the office of the Engineering Division free of charge, and to other third parties interested in performing work within the License Area for a reasonable charge upon request, within thirty (30) days after such demand, such maps and plans as may be required to show in detail the location, depth, and description of all Work installed within said License Area. 9. Hold Harmless and Indemnification. Owner, jointly and severally, for itself, its successors, agents, contractors and employees, agrees to indemnify, defend (with counsel selected by Owner and acceptable to City) and hold harmless City, its officers, employees and agents (each a “City Indemnified Party”) from and against any and all claims, demands, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, 333 - 4 - remedial actions of any kind, and all costs and cleanup actions of any kind, all costs and expenses incurred in connection therewith, including, without limitation, reasonable attorneys’ fees and costs of defense (collective, the “Losses”) to the extent associated with the Work and/or resulting from the activities of Owner described in this Agreement, except to the extent arising from the City’s or any City Indemnified Party’s willful misconduct or grossly negligent acts or omissions. 10. Insurance. Owner shall ensure that all contractors performing Work shall procure and maintain for the duration of this Agreement “occurrence coverage” insurance against claims for injuries to persons or damages to property which may arise from or in connection with the Work. a. Minimum Scope of Insurance. Coverage shall be at least as broad as: 1) Insurance Services Office form number GL 0002 (Ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage (“occurrence” form CG 0001.) 2) Workers’ Compensation insurance as required by the Labor Code of the State of California and Employers Liability Insurance. b. Minimum Limits of Insurance. Owner shall maintain limits no less than: 1) General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If commercial General Liability Insurance or other form with general aggregate limits is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2) Automobile Liability: Comprehensive automobile liability insurance in an amount not less than $1,000,000 per occurrence for bodily injury and property damage including coverage for owned and non-owned vehicles. 3) Workers’ Compensation and Employers Liability: Worker’s compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. c. Deductibles and Self–Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. The City acknowledges and agrees that the Owner’s General Liability policy contains a deductible of $50,000. d. Other Insurance Provisions: The policies are to contain, or be endorsed to contain, the following provision: 334 - 5 - 1) General Liability Coverage and Automobile Liability Coverage. a) The City, its officers, officials, employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of Owner; products and completed operations of Owner, arising out of the Work. The coverage shall contain no special limitations on the scope of the protection afforded to the City, its officers, officials, employees or volunteers. b) Each insurance policy shall contain the following endorsement language: “Notwithstanding any other provisions in this policy, the insurance afforded hereunder to the City of South San Francisco shall be primary as to any other insurance or reinsurance covering or available to the City of South San Francisco, and such other insurance or reinsurance shall not be required to contribute to any liability or loss until and unless the approximate limit of liability afforded hereunder is exhausted.” c) Owner’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees of volunteers shall be excess of Owner’s insurance and shall not contribute with it. d) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, employees, or volunteers. e) Owner’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. 2) Worker’s Compensation and Employers Liability Coverage: The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses arising from the Work. 3) All Coverages: Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage or in limits except after thirty (30) days’ prior written notice by regular mail, has been given to the City. e. Acceptability of Insurers: Insurance is to be placed with insurers with a Bests’ rating of no less than A-:VII. 335 - 6 - f. Verification of Coverage: Owner shall furnish City with certificates of insurance and with original endorsements effecting coverage required by this clause. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be received and approved by the City before execution of this Agreement. g. Subcontractors: Owner shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. h. The City’s Risk Manager may approve a variation in those insurance requirements upon a determination that the coverages, scope, limits and forms of such insurance are either not commercially available or that the City’s interests are otherwise fully protected. 11. Duration of Agreement. Unless otherwise modified by City and Owner in writing, the License and this Agreement shall expire upon the earlier of (a) five (5) years from the Effective Date or (b) the receipt of a certificate of occupancy by Owner for the New Building. Upon expiration of the Agreement, City and Owner shall enter into an agreement terminating this Agreement, which shall be executed and acknowledged by the City and all of the respective legal owners of the Property, and such agreement shall be recorded in the Official Records of San Mateo County. 12. Severability. If any one or more of the covenants or agreements or portions thereof provided in this Agreement shall be held by a court of competent jurisdiction in a final judicial action to be void, voidable or unenforceable, such covenant or covenants, such agreement or agreements, or such portions thereof shall be null and void and shall be deemed separable from the remaining covenants or agreements or portions thereof and shall in no way affect the validity or enforceability of the remaining portions of this Agreement. 13. Notices. All notices given or which may be given pursuant to this Agreement shall be in writing and transmitted by United States mail or by private delivery systems or by facsimile if followed by United States mail or by private delivery systems as follows: To the City: Attn: Engineering Division City of South San Francisco 315 Maple Avenue South San Francisco, CA 94080 To Owner: IQHQ, Inc. 674 Via de la Valle, Suite 206 Solana Beach, CA 92705 Attention: Legal Department 336 - 7 - 14. Successors and Assigns. Each of the agreements, covenants and obligations of Owner and City, respectively, set forth in this Agreement shall be covenants that run with the land and shall be binding upon all successors of Owner and City, respectively, for the benefit of the owner of the other property and such owner’s successors in accordance with Section 1468 of the California Civil Code. This Agreement shall not be assignable by Owner without prior notice to and approval by City; provided, however, that Owner may assign the rights granted hereunder to a parent, successor, or subsidiary of Owner, now or hereinafter existing, by only providing written notice to City of such assignment. Notwithstanding any provision of this Agreement to the contrary, nothing contained herein shall be deemed to be a gift or dedication of any portion of the License Area to the general public or for the general public or for any public purpose whatsoever, and this Agreement shall be strictly limited to and for the purposes expressed in this Agreement. 15. Cooperation. If any additional documents are reasonably necessary to accomplish the express purposes of this Agreement, the parties hereto agree to cooperate reasonably and in good faith in the preparation of any such documents, and agree to promptly sign and deliver any such documents. 16. Entire Document/Modification. This Agreement constitutes the entire agreement between the parties hereto with respect to the Work and License Area, and supersedes as of the date hereof any prior agreement(s) between the parties, written or oral, concerning the subject matter of this Agreement. Any subsequent modification of this Agreement shall be in a writing signed by both parties or their respective successors in interest. 17. Invalidity and Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect and shall in no way be impaired or invalidated, and the parties agree to substitute for the invalid or unenforceable provision a valid and enforceable provision that most closely approximates the intent and effect of the invalid or unenforceable provision. 18. Liens Not Impaired. No breach of the covenants or terms of this Agreement or any enforcement thereof shall defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value, now or hereafter executed upon the Property or any portion thereof. None of the covenants or terms of this Agreement shall supersede or in any way reduce the security or affect the validity of any such mortgage or deed of trust; provided, however, that any such covenant or term shall be binding upon and effective against the owner of the Property or any portion thereof whose title to the Property or such portion thereof is acquired by foreclosure, trustee’s sale or otherwise. 19. Attorneys’ Fees. In the event of any controversy, claim or dispute arising out of this Agreement or any breach hereof, the prevailing party in any legal action shall be entitled to recover from the losing party its costs and expenses, including reasonable attorneys’ fees and costs. 20. Required Notice. This Agreement shall fulfill all of Owner's obligations to notify City of the excavation on the Property as required by the provisions of California Civil Code Section 832, and this Agreement is intended to comply with all the notice requirements of such Section 832. 337 - 8 - 21. Applicable Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to principles of conflicts of law. All actions, proceedings, lawsuits, claims, and disputes shall be venued in the County of San Mateo, State of California. 22. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall, for all purposes, be deemed an original and all of such counterparts, taken together, shall constitute one and the same instrument. [signatures on following page] 338 - 9 - IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. OWNER: IQHQ-SPUR PH I, LLC, a Delaware limited liability company By: _______________________________ Name: _______________________________ Its: _______________________________ CITY: CITY OF SOUTH SAN FRANCISCO, a municipal corporation By: _______________________________ Name: Charles Michael Futrell Its: City Manager Approved as to Form: _________________________________ City Attorney EXHIBITS: Exhibit A – Legal Description Exhibit B – License Area Exhibit C – Drawings and Specifications Exhibit D – License Fee 339 - 10 - ACKNOWLEDGMENTS A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) ) COUNTY OF ) On _____________________, before me, , a Notary Public personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) are/is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) 340 - 11 - A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) ) COUNTY OF ) On _____________________, before me, , a Notary Public personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) are/is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) 341 Exhibit “A” EXHIBIT “A” Legal Description of Property Real property in the City of South San Francisco, County of San Mateo, State of California, described as follows: PARCEL ONE: COMMENCING AT THE SOUTHWESTERLY TERMINUS OF THAT CERTAIN COURSE HAVING A BEARING OF "NORTH 38° 03' 34" EAST" AND A DISTANCE OF "186.31 FEET" IN THE NORTHWESTERLY LINE OF THE 1.038 ACRE PARCEL OF LAND AS DESCRIBED IN DEED DATED MARCH 25, 1986, FROM SOUTHERN PACIFIC TRANSPORTATION COMPANY TO SOUTHERN PACIFIC DEVELOPMENT COMPANY, RECORDED DECEMBER 28, 1989, AS INSTRUMENT NO. 89175131, OFFICIAL RECORDS OF SAID COUNTY; THENCE NORTH 38° 03' 34" EAST ALONG SAID COURSE, 22.49 FEET TO THE TRUE POINT OF BEGINNING OF THE PARCEL OF LAND HEREIN TO BE DESCRIBED; THENCE NORTH 51° 56' 26" WEST 142.07 FEET TO A POINT IN THE EASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS "PARCEL NO. 2" IN DEED DATED NOVEMBER 26, 1984, FROM SOUTHERN PACIFIC TRANSPORTATION COMPANY TO CITY OF SOUTH SAN FRANCISCO, RECORDED DECEMBER 19, 1984, AS INSTRUMENT NO. 84134706, OFFICIAL RECORDS OF SAID COUNTY; THENCE NORTHERLY ALONG SAID EASTERLY LINE, ON A CURVE TO THE RIGHT, TANGENT TO SAID CURVE AT LAST SAID POINT BEARS NORTH 11° 48' 36" EAST, HAVING A RADIUS OF 1472.75 FEET, A CENTRAL ANGLE OF 11° 35' 35", AN ARC DISTANCE OF 297.99 FEET TO A POINT; THENCE CONTINUING ALONG SAID EASTERLY LINE, NORTH 23° 24' 11" EAST, TANGENT TO SAID CURVE AT LAST SAID POINT, 15.00 FEET TO THE NORTHEASTERLY CORNER OF LAST SAID LAND; THENCE LEAVING SAID EASTERLY LINE, NORTH 66° 35' 49" WEST ALONG THE NORTHERLY LINE OF LAST SAID LAND, 1.23 FEET (1.16 FEET AS DESCRIBED IN SAID DEED DATED NOVEMBER 26, 1984) TO THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS "PARCEL NO. 1" IN DEED DATED OCTOBER 17, 1946, FROM SOUTHERN PACIFIC COMPANY TO STATE OF CALIFORNIA, RECORDED FEBRUARY 25, 1947, IN BOOK 1288 OFFICIAL RECORDS, PAGE 440, SAN MATEO COUNTY RECORDS; THENCE NORTH 23° 24' 11" EAST ALONG SAID NORTHEASTERLY LINE, AND ALSO THE NORTHEASTERLY LINE OF DUBUQUE AVENUE, 50.51 FEET TO A POINT IN THE SOUTHERLY LINE OF CALIFORNIA AVENUE, AS LAST SAID AVENUE IS SHOWN ON THE MAP ENTITLED "SOUTH SAN FRANCISCO, SAN MATEO CO., CAL. PLAT NO. 1", WHICH MAP WAS FILED IN THE OFFICE OF THE RECORDER OF SAID COUNTY ON MARCH 1, 1892 IN BOOK “B” OF MAPS, PAGE 6 AND A COPY ENTERED IN BOOK 2 OF MAPS, PAGE 52, LAST SAID POINT BEING THE MOST WESTERLY CORNER OF THE 0.537 ACRE PARCEL OF LAND AS DESCRIBED IN DEED DATED MARCH 08, 1963 FROM SOUTHERN PACIFIC COMPANY TO TRAMMELL CROW TRUSTEE, RECORDED MARCH 20, 1963, IN BOOK 4415 OF OFFICIAL RECORDS, PAGE 221, SAN MATEO COUNTY RECORDS; THENCE SOUTH 73° 17' 39" EAST ALONG SAID SOUTHERLY LINE AND ALSO THE SOUTHERLY LINE OF SAID 0.537 ACRE PARCEL OF LAND, 61.78 FEET TO AN ANGLE POINT IN SAID SOUTHERLY LINES; THENCE SOUTH 66° 31' 27" EAST, CONTINUING ALONG SAID SOUTHERLY LINES, 213.11 FEET TO THE NORTHEASTERLY PROLONGATION OF SAID COURSE HAVING A BEARING OF "NORTH 38° 03' 34" EAST" AND A DISTANCE OF "186.31 FEET" AS DESCRIBED IN SAID DEED DATED MARCH 25, 1986; THENCE LEAVING SAID SOUTHERLY LINES, SOUTH 38° 03' 34" WEST ALONG SAID PROLONGATION AND SAID COURSE, 417.95 FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM ALL MINERALS AND ALL MINERAL RIGHTS OF EVERY KIND AND CHARACTER NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED UNDERLYING THE PROPERTY, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OIL AND GAS AND RIGHTS THERETO, TOGETHER WITH THE SOLE, EXCLUSIVE AND PERPETUAL RIGHT TO EXPLORE FOR, REMOVE AND DISPOSE OF SAID MINERALS BY ANY MEANS OR METHODS 342 Exhibit “A” SUITABLE TO GRANTOR, ITS SUCCESSORS AND ASSIGNS, BUT WITHOUT ENTERING UPON OR USING THE SURFACE OF THE PROPERTY, AND IN SUCH MANNER AS NOT TO DAMAGE THE SURFACE OF THE PROPERTY OR TO INTERFERE WITH THE USE THEREOF BY GRANTEE, AS RESERVED IN THAT CERTAIN GRANT DEED RECORDED APRIL 29, 2020, AS INSTRUMENT NO. 2020-038243, OF OFFICIAL RECORDS. PARCEL TWO: A NON-EXCLUSIVE EASEMENT APPURTENANT TO PARCEL ONE ABOVE FOR THE MAINTENANCE, CONSTRUCTION AND RECONSTRUCTION OF A SANITARY SEWER LINE AND ELECTRICAL POWER FACILITIES TOGETHER WITH ACCESS AS RESERVED AND MORE PARTICULARLY DESCRIBED IN THAT CERTAIN "QUITCLAIM DEED" RECORDED MARCH 20, 1963 IN VOLUME 4415, PAGE 221 OF OFFICIAL RECORDS. 343 Exhibit “B” EXHIBIT “B” License Area [SEE ATTACHED] 344 Exhibit “C” 345 Exhibit “D” EXHIBIT “D” License Fee Invoice [SEE ATTACHED] 5241041.2 346 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-942 Agenda Date:12/14/2022 Version:1 Item #:14. Report regarding a resolution authorizing the acceptance of a grant in the amount of $25,000 from Genentech's South San Francisco Community Fund for the Parks and Recreation Department’s REAL After School Program at Martin and Los Cerritos Elementary Schools as well as the Senior Services Program,and amending the Parks and Recreation Department’s Fiscal Year 2022-23 Operating Budget pursuant to Budget Amendment #23.034.( Angela Duldulao, Acting Deputy Director, Parks and Recreation Department) RECOMMENDATION It is recommended that the City Council accept a grant in the amount of $25,000 from Genentech's South San Francisco Community Fund for a series of computer education classes at the Parks and Recreation Department’s Youth Enrichment Service’s REAL After School Program at Martin and Los Cerritos Elementary Schools as well as the Senior Services Program,and amending the Parks and Recreation Department’s Fiscal Year 2022-23 Operating Budget pursuant to Budget Amendment #23.034. BACKGROUND/DISCUSSION The goal of Genentech’s South San Francisco Community Fund is to support programs that serve South San Francisco residents and events that enhance South San Francisco residents'sense of pride and community.The program offers a range of funding from $5,000 to $25,000. Parks and Recreation Department staff recently applied for and was awarded a grant in the amount of $25,000 for the purpose of purchasing new laptops and accessories to implement computer and internet awareness classes at the Martin and Los Cerritos Elementary Schools’REAL (Recreation,Enrichment and Learning)After School Programs as well as the Senior Services Program at Roberta Cerri Teglia Center.Classes with laptops will be offered to the students at the Los Cerritos Elementary School REAL Program beginning in early 2023, then brought to seniors at the Roberta Cerri Teglia Center during the summer of 2023,then to the Martin Elementary School REAL Program in fall of 2023.Following this computer literacy campaign,additional on- going STEM classes will be offered using this new equipment. Staff intend to use the new laptops as resources for upcoming computer classes for each of these groups. According to the United States Department of Commerce,internet access can help children become more creative and communicative as well as improve academic growth.Computer classes can also introduce educational skills,teach logical skills,increase self-esteem and self-confidence,and prepare children for future computer use.Over the past two decades,computer use among seniors has doubled and today,approximately 67%of seniors are using the internet,according to the Pew Research Center.While a more computer-literate population is trending in the positive direction,many older adults are still falling behind younger individuals when it comes to computer and internet use.Classes for both groups will focus on internet safety and awareness as well as basic computer skills (i.e.,typing and document development software such as Microsoft Word or Excel). City of South San Francisco Printed on 12/9/2022Page 1 of 2 powered by Legistar™347 File #:22-942 Agenda Date:12/14/2022 Version:1 Item #:14. FISCAL IMPACT Acceptance of this grant has no impact to the general fund. RELATIONSHIP TO STRATEGIC PLAN Acceptance of this funding will contribute to the second priority of the 2022 Strategic Plan to “Build and Maintain a Sustainable City grounded in racial and social equity”by helping to build a robust recreation program. CONCLUSION Staff recommends that City Council adopt a resolution approving the acceptance of a grant in the amount of $25,000 from Genentech's South San Francisco Community Fund for the Parks and Recreation Department’s Youth Enrichment Service’s REAL After School Program at Martin and Los Cerritos Elementary Schools and the Senior Services Program. The Parks and Recreation Department appreciates contributions from individual community members,local organizations,and County/State/Federal partners that help continue and enhance the Department’s mission to provide opportunities for physical,cultural,and social well-being,protect and enhance the physical environment, and ensure the effective and efficient use of public facilities and open space. City of South San Francisco Printed on 12/9/2022Page 2 of 2 powered by Legistar™348 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-940 Agenda Date:12/14/2022 Version:1 Item #:14a. Resolution authorizing the acceptance of a grant in the amount of $25,000 from Genentech's South San Francisco Community Fund for the Parks and Recreation Department’s REAL After School Program at Martin and Los Cerritos Elementary Schools as well as the Senior Services Program,and amending the Parks and Recreation Department’s Fiscal Year 2022-23 Operating Budget pursuant to Budget Amendment #23.034. WHEREAS,the Parks and Recreation Department (Department)received a grant in the amount of $25,000 from Genentech’s South San Francisco Community Fund for the Parks and Recreation Department’s REAL After School Program at Martin and Los Cerritos Elementary Schools as well as the Senior Services Program; and WHEREAS,the Genentech SSF Community Fund grant will allow the Department to purchase 25 new laptop computers with accessories to implement computer and internet instruction that will include a focus on internet safety as well as basic computer skills; and WHEREAS,the Parks and Recreation Department appreciates contributions from community partners who help continue and enhance the Department’s mission to provide opportunities for cultural and social well-being; protect and enhance the physical environment;and ensure the effective and efficient use of public facilities and open space. NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco hereby accepts a grant in the amount of $25,000 from Genentech’s South San Francisco Community Fund for the Parks and Recreation Department’s REAL After School Program at Martin and Los Cerritos Elementary Schools as well as the Senior Services Programs. BE IT FURTHER RESOLVED,that the City Council amends the Parks and Recreation Department’s Fiscal Year 2022-23 Operating Budget pursuant to Budget Amendment #23.034. BE IT FURTHER RESOLVED,that the City Council hereby authorizes the City Manager to execute any documents and any other actions necessary to carry out the intent of this resolution on behalf of the City, subject to approval as to form by the City Attorney. ***** City of South San Francisco Printed on 12/9/2022Page 1 of 1 powered by Legistar™349 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-979 Agenda Date:12/14/2022 Version:1 Item #:15. Report regarding a resolution authorizing the acceptance of donations from various community partners totaling $1,000 for Fiscal Year 2022-23,as well as in-kind donations of supplies and volunteer support for Parks and Recreation Department programs and events.(Angela Duldulao,Acting Deputy Director,Parks and Recreation Department) RECOMMENDATION It is recommended that the City Council adopt a resolution authorizing the acceptance of grants and donations from various community partners totaling $1,000 for Fiscal Year 2022-23,as well as in-kind donations of supplies and volunteer support for Parks and Recreation Department programs and events. BACKGROUND/DISCUSSION The purpose of this staff report is to recommend that City Council authorize the acceptance of: 1.In-kind donations for the 49th Annual Thanksgiving Fun Run from Genentech,Trader Joe’s,and O2Bodyfit, and a monetary donation in the amount of $1,000 from Kaiser Permanente. 2.In-kind donations for the Santa Comes to Town event from the South San Francisco Kiwanis Club and the South San Francisco Chamber of Commerce. In-kind donations for the 49th Annual Thanksgiving Fun Run from Genentech,Trader Joe’s,and O2Bodyfit, and a monetary donation in the amount of $1,000 from Kaiser Permanente The 49th Annual Thanksgiving Fun Run took place on Saturday,November 19,starting and ending at 340 Point San Bruno Boulevard on the Genentech Campus.The 5K run/walk had nearly 300 participants this year,and people of all ages enjoyed getting outdoors under beautiful weather conditions.The event’s annual sponsors help keep registration costs low by offsetting event costs ($10 for adults,$6 for 13-to 16-year-olds,and free to children 12 years and younger; t-shirts cost $19). Genentech supported the event with an in-kind donation involving use of a parking lot on their campus to stage parking and the logistical set up of the event at the start/finish line.Trader Joe’s made an in-kind donation of 15 cases of water,and O2BodyFit donated three certificates for one month of free classes that were used as raffle prizes.Kaiser Permanente made a monetary donation of $1,000,which offset the cost of runner awards,raffle prizes, and snacks. In-kind donations for the Santa Comes to Town event from the South San Francisco Kiwanis Club and the South San Francisco Chamber of Commerce. On Sunday,December 4,over 1,000 community members were treated to a special visit with Santa on the steps of City Hall.This free event was made possible thanks to community partners including the South San Francisco Kiwanis Club and the South San Francisco Chamber of Commerce.The South San Francisco Kiwanis Club provided an in-kind donation of supplies to host a photo booth (use of camera and printers,photo paper and ink,paper photo frames)accompanied by a tremendous volunteer effort from members to play the role of Santa,take photos,and assist with line management.Kiwanis Club volunteers also organized a STEM City of South San Francisco Printed on 12/9/2022Page 1 of 2 powered by Legistar™350 File #:22-979 Agenda Date:12/14/2022 Version:1 Item #:15. lab area for children to explore on the balcony of the Grand Library. The South San Francisco Chamber of Commerce contributed 500 candy canes to be distributed to those taking a picture with Santa. FISCAL IMPACT Receipt of these donations have no impact to the City’s general fund and will be used to offset the cost of recreation programs and events. RELATIONSHIP TO STRATEGIC PLAN Acceptance of this funding will contribute to the City’s Strategic Plan under Priority #2 by helping to build a robust recreation program. CONCLUSION Staff recommends that City Council adopt a resolution authorizing the acceptance of donations from various community partners totaling $1,000 for Fiscal Year 2022-23,as well as in-kind donations of supplies and volunteer support for Parks and Recreation Department programs and events. The Parks and Recreation Department appreciates contributions from individual community members and local organizations that help continue and enhance the Department’s mission to provide opportunities for physical, cultural and social well-being;protect and enhance the physical environment;and ensure the effective and efficient use of public facilities and open space. City of South San Francisco Printed on 12/9/2022Page 2 of 2 powered by Legistar™351 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-980 Agenda Date:12/14/2022 Version:1 Item #:15a. Resolution authorizing the acceptance of donations from various community partners totaling $1,000 for Fiscal Year 2022-23,as well as in-kind donations of supplies and volunteer support for Parks and Recreation Department programs and events. WHEREAS,the Parks and Recreation Department (Department)received in-kind donations for the 49th Annual Thanksgiving Fun Run from Genentech (use of a parking lot on the Genentech campus to stage parking and support the logistical set up of the event at the start/finish line);Trader Joe’s (15 cases of water);and O2Bodyfit (three certificates for one month of free classes);and a monetary donation in the amount of $1,000 from Kaiser Permanente, which offset the cost of runner awards, raffle prizes, and snacks; and WHEREAS,the Department received in-kind donations for the Santa Comes to Town event from the South San Francisco Kiwanis Club (supplies to host a photo booth -use of camera and printers,photo paper and ink,paper photo frames,accompanied by a tremendous volunteer effort),and the South San Francisco Chamber of Commerce (500 candy canes); and WHEREAS,the Parks and Recreation Department appreciates contributions from individual community members and local organizations that help continue and enhance the Department’s mission to provide opportunities for physical,cultural,and social well-being;protect and enhance the physical environment;and ensure the effective and efficient use of public facilities and open space. NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco hereby accepts donations from various community partners totaling $1,000 for Fiscal Year 2022-23,as well as in-kind donations of supplies and volunteer support for Parks and Recreation Department programs and events. ***** City of South San Francisco Printed on 12/9/2022Page 1 of 1 powered by Legistar™352 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-975 Agenda Date:12/14/2022 Version:1 Item #:16. Report regarding approval of a resolution authorizing the acceptance of $15,000 in grant funding from the County of San Mateo to support the South San Francisco Promotores Program and approving Budget Amendment 23.033. (Tamiko Huey, Management Analyst II) RECOMMENDATION It is recommended that City Council adopt a resolution authorizing the acceptance of $15,000 in grant funding from the County of San Mateo to support the City of South San Francisco Promotores Program through the City Manager’s Department and approve Budget Amendment 23.033. BACKGROUND/DISCUSSION The City was awarded $15,000 from the County of San Mateo to support the City of South San Francisco’s Promotores Program.The Promotores Program is a byproduct of the Racial and Social Equity Commission and was established in March,2022.The intention of the program is to expand linkage and navigation support for people of color and other historically disenfranchised community members and build trust between community members and the city.Since the inception of the program,the Promotores Program has served over 100 unique individuals and families in South San Francisco,helping residents attain their goals of connecting with health and human services agencies to improve their quality of life and well-being.Acceptance of these funds will enable and support the Promotores program to continue serving the residents of South San Francisco. FISCAL IMPACT Grant funds will be used to amend the City Manager’s Department’s current FY 2022-23 Operating Budget per Budget Amendment 23.033. Receipt of these funds does not commit the City to ongoing funding. RELATIONSHIP TO STRATEGIC PLAN Acceptance of this grant will contribute to the City’s Strategic Plan under Priority #2:Quality of Life -build and maintain a sustainable city,grounded in racial and social equity anchored by strengthening programs that support active recreation,safe and accessible transportation options,and healthy lifestyles,including wellness and exercise. CONCLUSION Receipt of these funds will enable the City to support the South San Francisco Promotores Program.It is recommended that City Council adopt a resolution authorizing the acceptance of $15,000 in grant funding from the County of San Mateo to support the City of South San Francisco Promotores Program through the City Manager’s Department and approve Budget Amendment 23.033. City of South San Francisco Printed on 12/9/2022Page 1 of 1 powered by Legistar™353 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-995 Agenda Date:12/14/2022 Version:1 Item #:16a. Resolution authorizing the acceptance of $15,000 in grant funding from the County of San Mateo to support the South San Francisco Promotores Program and approving Budget Amendment 23.033. WHEREAS,the City of South San Francisco (City)received a grant in the amount of $15,000 from County of San Mateo to support the City’s Promotores Program; and WHEREAS,the Promotores Program expands linkage and navigation support for people of color and other historically disenfranchised community members and builds trust between community members and the City of South San Francisco; and WHEREAS,acceptance of the County of San Mateo grant funds will enable and support the Promotores Program to continue serving the residents of South San Francisco; and WHEREAS,the funds will be used to amend Fiscal Year (FY)2022-2023 Operating Budget of the City Manager’s Department via Budget Amendment 23.033. NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of South San Francisco hereby accepts $15,000 in grant funding from the County of San Mateo to support the South San Francisco Promotores Program. BE IT FURTHER RESOLVED,that the City Council does hereby approve Budget Amendment 23.033 to amend the City Manager’s Department’s Fiscal Year 2022-23 Operating Budget in order to reflect an increase of $15,000. BE IT FURTHER RESOLVED,that the City Manager is hereby authorized to execute the grant agreement and any other necessary documents on behalf of the City to carry out the intent of this resolution,subject to approval as to form by the City Attorney. ***** City of South San Francisco Printed on 12/9/2022Page 1 of 1 powered by Legistar™354 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-884 Agenda Date:12/14/2022 Version:1 Item #:17. Report regarding a resolution approving a purchase agreement for ten cardiac monitors/defibrillators in the amount of $444,148.89,and authorizing the City Manager to enter into a purchase agreement with Zoll Medical Corporation (Richard Walls, Emergency Medical Services Chief) RECOMMENDATION It is recommended Council adopt a resolution approving the purchase of ten cardiac monitor/defibrillators in the amount of $444,148.89 and authorizing the City Manager to enter into a purchase agreement with Zoll Medical Corporation for the purchase and shipping of ten Zoll X-series Advanced cardiac monitor/defibrillators,necessary accessories and five-year all-inclusive service and maintenance plan in an amount not to exceed $444,148.89. BACKGROUND/DISCUSSION The South San Francisco Fire Department (SSFFD)is tasked with providing advanced life support (ALS) services.This is accomplished through paramedic/firefighters responding to emergencies on multiple vehicle types.These vehicles include engine companies,quint companies,and rescue ambulances strategically placed throughout the City in five fire stations.While the paramedic/firefighters perform patient assessments, additional personnel assist in gathering key vital sign information.A cardiac monitor (monitor)is crucial piece of diagnostic equipment used to assess patient life status.Monitors are portable medical devices that capture several components of a patient’s vital signs:blood pressure,heart rate,carbon dioxide levels,blood oxygenation,and reading of electrical heart rhythms.The monitor can deliver lifesaving defibrillations from a paramedic/firefighter when the heart requires ALS intervention.The following staff report and resolution address replacing the City’s existing fire apparatus monitors. The SSFFD has a long tradition of providing emergency medical services (EMS)to the residents of South San Francisco and surrounding communities.The SSFFD responded to 5,915 EMS/Rescue responses in 2021. Each one of these responses requires an ALS provider to assess and treat patients based on their signs or symptoms.The monitor is the most frequently utilized medical diagnostic tool in an ALS provider's cache.The information gathered guides the ALS provider in making critical life-saving decisions for prehospital care. While it is important to note that the SSFFD is providing a high level of medical care now,technology has improved,and the lifespan of the existing monitors has surpassed their five-year replacement plan.Our current monitors were purchased in 2015.Maintenance and replacement part purchases have become more frequent and costly.In order to continue to provide the highest quality of service and maintain reliable diagnostic equipment, staff feels it is vital to replace the current inventory of monitors within the SSFFD. Fire administration staff prepared a request for proposal using the following criteria as selection guidelines: ·Ability to provide real-time feedback of paramedic treatment performance and patient response. ·Ability for the paramedic to evaluate the underlying cardiac rhythm during cardio-pulmonary resuscitation without stopping chest compressions. City of South San Francisco Printed on 12/9/2022Page 1 of 3 powered by Legistar™355 File #:22-884 Agenda Date:12/14/2022 Version:1 Item #:17. ·Capability to monitor multiple patient vital signs. ·Performs instant and continuous cardiac monitoring of at least four leads. ·Performs cardiac monitoring through 12-lead ECGs on demand. ·Performs instant and constant monitoring of saturation percentage of oxygen (SPO2)and level of exhaled carbon dioxide (CO2). ·Ability to deliver synchronized cardioversion and defibrillation. ·Ability to transmit cardiac rhythms directly to a remote emergency physician in order to activate specialized treatment resources. ·Ability to print on the scene. ·Data reporting capability and integration with patient care reports,quality assurance processes, ambulance billing systems. ·Low carrying weight of the monitor and ·The primary functional unit is one piece. Selection Process Fire staff followed current procedures to distribute a Request for Proposal (RFP)for replacing the cardiac monitors.The proposal was open for submittals from August 31,2022 through September 16,2022.Two proposals were received during the process. Zoll Medical Corporation $354,071.90 Stryker $415,549.05 These two proposals fit the requirements listed during the RFP and moved forward for field testing.Several factors were set to measure the current operational compatibility of the new cardiac monitors.After placing each trial unit into service with paramedic/firefighters,surveys were conducted to gather data points on each unit for comparison.Each unit was evaluated during emergency medical responses.The unit selected by SSFFD field personnel was the Zoll X-series Advanced cardiac monitor (Zoll cardiac monitor). The Zoll cardiac monitor provides paramedic/firefighters with crucial vital sign information and uses state-of- the-art technology for data integration.Another benefit is the unit’s ability to measure depth and rate of chest compressions to ensure adequate circulatory movement during a cardiac arrest.The monitor can transmit 12- lead information directly to a cardiac physician in the emergency room.This capability to identify patients having specific cardiac events is critical in determining patient transportation destination as only recognized hospitals have the capabilities to deal with certain cardiac related emergencies.These specialty hospitals perform timely interventions during a cardiac emergency. Additionally,Zoll cardiac monitors provide detailed information about emergency response that can be used for education and quality assurance.The data is compatible with our current records management systems.Our own City of South San Francisco Information Technology staff maintain these management systems.The new model selected is lightweight and mobile,providing our firefighters with the most flexible tool for adapting to the various environments found in field emergency patient care.The ergonomics of the Zoll cardiac monitor help reduce the probability of injury to our personnel who carry various amounts of equipment on every emergency response.The new cardiac monitor weighs only 12 pounds,less than half the weight of other model tested. As a final enhancement,Fire Department staff has selected a five-year all-inclusive warranty and preventative maintenance plan for the new monitors.This is the longest available plan.Annual preventative maintenance is City of South San Francisco Printed on 12/9/2022Page 2 of 3 powered by Legistar™356 File #:22-884 Agenda Date:12/14/2022 Version:1 Item #:17. maintenance plan for the new monitors.This is the longest available plan.Annual preventative maintenance is required for cardiac monitors to be used on the public.This plan will include all unintentional damage and repair,in addition to annual preventative maintenance.The cost of this plan is an additional $83,520.Bringing the final cost for monitors and all-inclusive maintenance and service plan to $444,148.89,slightly less than what was approved in the budget. FISCAL IMPACT A total of $450,888 was approved in the City of South San Francisco FY 22-23 adopted budget for the purchase of cardiac monitors. The initial request for funding was constructed in the following manner. FY 22-23 General Fund              $347,184 Public Safety Impact Fee fund (PSIF)$103,704 TOTAL $450,888 The quoted price for the selected monitors is less than the approved budget at $444,148.89. The Fire Department currently has ten older model cardiac monitors that this purchase will replace. The department wants to retain some of these monitors that are in the best condition for use as reserve units. The manufacturer has offered a trade-in reimbursement for the remaining monitors which will help offset total costs. Keeping reserve monitors will allow the department flexibility for special events, disasters, or deployment model updates. Due to the cost of annual preventative maintenance, the department has determined that retaining a five-monitor surplus is the appropriate balance of cost and utility to best serve department needs. The purchase of the monitors with the all-inclusive warranty and preventative maintenance plan will now be funded constructed in the following manner. FY 22-23 General Fund              $341,994.65 Public Safety Impact Fee fund (PSIF)$102,154.25 TOTAL $444,148.89 This new composition accounts for the maximum allowable PSIF portion of 23%. RELATIONSHIP TO STRATEGIC PLAN This action is in line with Strategic Plan Priority 5, in that it promotes financial stability. CONCLUSION It is recommended Council adopt a resolution approving a purchase agreement for the purchase of ten cardiac monitor/defibrillators in the amount of $444,148.89 and authorizing the City Manager to enter into a purchase agreement with Zoll Medical Corporation for the purchase and shipping of Zoll X-series Advanced cardiac monitor/defibrillators,necessary accessories and five-year all-inclusive service and maintenance plan in an amount not to exceed $444,148.89. City of South San Francisco Printed on 12/9/2022Page 3 of 3 powered by Legistar™357 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-885 Agenda Date:12/14/2022 Version:1 Item #:17a. Resolution approving a purchase agreement for ten cardiac monitors/defibrillators in the amount of $444,148.89,and authorizing the City Manager to enter into a purchase agreement with Zoll Medical Corporation WHEREAS,the South San Francisco Fire Department (SSFFD)is tasked with providing advanced life support (ALS) services; and WHEREAS,a cardiac monitor (monitor)is a crucial piece of diagnostic equipment used to assess patient life status and capture several components of a patient’s vital signs such as blood pressure,heart rate,carbon dioxide levels, blood oxygenation, and reading of electrical heart rhythms; and WHEREAS,the monitor can deliver lifesaving defibrillations from a paramedic/firefighter when the heart requires ALS intervention and is the most frequently utilized medical diagnostic tool in an ALS provider's cache; and WHEREAS,technology has improved since purchasing the existing monitors in 2015;and maintenance and replacement part purchases have become more frequent and costly as the lifespan of the existing monitors has surpassed their five-year replacement plan; and WHEREAS,Fire administration staff requested cost proposals August 31,2022,through September 16,2022; Proposals were received from Zoll Medical Corporation and Stryker; and WHEREAS,staff field tested a monitor from each vendor and evaluated them for operational compatibility and used during emergency medical responses;surveys were conducted to gather data points on each unit for comparison; and WHEREAS,the unit selected by SSFFD field personnel was the Zoll X-series Advanced cardiac monitor (Zoll cardiac monitor); and WHEREAS,funding was approved in the Fiscal Year 2022-23 Operating Budget,including 23%of total cost being paid through the Public Safety Impact Fee fund; and WHEREAS,the total purchase price of the cardiac monitors,accessories and the all-inclusive warranty and preventative maintenance plan is $444,148.89. NOW,THEREFORE,BE IT HEREBY RESOLVED by the City Council of the City of South San Francisco that the City of South San Francisco hereby: 1.Approves the purchase of ten cardiac monitor/defibrillators in the amount of $444,148.89 and a City of South San Francisco Printed on 12/9/2022Page 1 of 2 powered by Legistar™358 File #:22-885 Agenda Date:12/14/2022 Version:1 Item #:17a. purchase agreement, a form of which is attached hereto and incorporated herein as Exhibit A. 2.Authorizes the City Manager to enter into a purchase agreement with Zoll Medical Corporation,in substantially the same form as that attached in Exhibit A,for the purchase and shipping of Zoll X-series Advanced cardiac monitor/defibrillators,necessary accessories five-year all-inclusive service and maintenance plan in an amount not to exceed $444,148.89. 3.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 12/9/2022Page 2 of 2 powered by Legistar™359 Page 1 of 30 PURCHASE AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND ZOLL MEDICAL CORPORATION These terms and conditions govern the purchase of materials, supplies, and/or Products (as defined in Section 1 below), including any related delivery, training, and/or minor services and repairs described in this Purchase Agreement (“Purchase Agreement”) by ZOLL Medical Corporation (“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.” ZOLL Standard Commercial Terms and Conditions, which are attached hereto as Exhibit A, are hereby incorporated herein, and in case of a conflict of terms regarding product purchases between them and this Purchase Agreement, the Purchase Agreement shall govern. Exhibits B and C are incorporated into this Agreement, Exhibit B contains the Quotation and Exhibit C contains the Limited Product Warranty. The Parties agree that the ALS/BLS Software Solutions Master Application Service Provider Agreement in Exhibit D are incorporated into this Agreement and shall exclusively govern software. 1. Time of Performance. This Purchase Agreement shall commence effective December 14, 2022 and shall end when Vendor has provided to the City the Products and Services described in this Purchase Agreement, and in Exhibit B (“Products” and/or “Services”). The Products listed in Exhibit B must be delivered by June 30, 2023. 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 cardiac monitors, accessories, hosted software and service plan and shall complete product delivery F.O.B. shipping point, standard freight included, on the quoted order in Exhibit B, to the City of South San Francisco on or before one hundred and eighty (180) days from the date of this Purchase Agreement 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. 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, excluding applicable sales or use tax, is not to exceed Four Hundred Forty Four Thousand One Hundred and Forty Eight Dollars and Eighty Nine Cents ($444,148.89). The City shall pay Vendor invoices, NET 45 days from invoice date, 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. 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 on behalf of City and shall add such applicable taxes to invoice. 5. General Representations and Product Compliance. Vendor represents 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 B; (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 of the Products and/or Services will be in strict conformity with all applicable local, state, and federal laws. For purposes of this representation, any Products or components not meeting the foregoing quality shall be deemed defective and corrected by ZOLL as set forth in the Vendor’s Limited Product Warranty, included in Exhibit C. 360 Page 2 of 30 Vendor also expressly warrants and guarantees, as expressly described in, and for the period of time in Vendor’s Limited Product Warranty, and in accordance with the terms in Exhibit C, 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 delivery to 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, Products or workmanship while under warranty. 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, Products or workmanship, Vendor will examine the product and if defective, 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. 6. [Intentionally Omitted] 7. [Intentionally Omitted] 8. Final Inspection and Acceptance. Products shall be subject to final inspection and acceptance or rejection by the City which shall be completed within ten (10) business days of delivery, otherwise the delivery is deemed accepted. 9. Indemnity. To the fullest extent permitted by law, Vendor shall indemnify, defend (with counsel of its choosing), 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 third party liability, loss, damage, claims, expenses and costs (including, without limitation, attorneys’ fees and costs of litigation) (collectively, “Liability”) to the extent resulting from (i) the failure of Vendor to comply with applicable laws, rules or regulations, (ii) any claim for trademark, U.S. patent, or copyright infringement arising out of the scope of Vendor’s performance or nonperformance of the Purchase Agreement, or (iii) the negligent acts, errors or omissions, or intentional or willful misconduct of the Vendor or its agents and employees; provided, however, that Vendor shall not be obligated to defend or indemnify the City with respect to any such claims or damages arising out of the City’s negligence. The City agrees that any indemnification provided herein shall be conditioned on (a) the City providing Vendor prompt written notice of any such Liability claim, (b) the City cooperating with Vendor in the defense of any such Liability claim, and (c) giving Vendor sole control of the defense, negotiations, and settlement of any such Liability claim provided that Vendor shall confer with and obtain the City’s approval, if such settlement includes any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any City Indemnitee, prior to agreeing to settle any such Liability claims. Vendor shall not be responsible for any settlement of a claim that it does not approve in writing. In no event shall Vendor or any or its agents or assigns, be liable to any other party for special, consequential, exemplary, punitive, incidental or other indirect damages, losses, or expenses. This limitation applies to any liability, including liability arising in tort or contract, and even if the Vendor has been advised in advance or is aware of the possibility of that liability. 10. Insurance. Before beginning any work and continuing throughout the term of this Purchase Agreement, Vendor, at its sole cost and expense, shall furnish the City with certificates of insurance evidencing that Vendor 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, if any, of 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. 361 Page 3 of 30 All insurance policies shall be written on an occurrence basis, where available, and shall include the City Indemnitees as additional insureds with respect to ongoing operations of Vendor on behalf of City, and any City insurance shall be secondary and in excess to Vendor’s insurance, where loss is attributable to Vendor. Vendor is responsible for all deductibles and/or self-insured retentions under the required policies, and certificates of insurance must note policies that include any self-insured retentions or deductibles and also must disclose the amount 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 to the scope of work described in this Agreement, 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 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 Purchase 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.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 Vendor as required by law. Vendor shall obtain, and maintain on file for three (3) years after the termination of this Purchase 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, if such a subcontractor is used by Vendor, 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 delivered and accepted in accordance with this Purchase Agreement prior to the date of termination. 362 Page 4 of 30 14. Prevailing Party. In the event that either party to this Purchase Agreement commences any legal action or proceeding 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 such legal action or proceeding. The City agrees to waive invoking sovereign immunity if the other party prevails in any such proceeding under this Section 14. 15. Notice. All notices and other communications which are required or may be given under this Purchase 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: ZOLL Medical Corporation Office of Division General Counsel 269 Mill Rd. Chelmsford, MA 01824 Legalnotice@zoll.com, copy to Contracts@zoll.com 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. 18. Entire Agreement. This Purchase 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 Purchase 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. [Signatures on the next page] 363 Page 5 of 30 CITY OF SOUTH SAN FRANCISCO VENDOR A Municipal Corporation By:___________________________ By:___________________________ City Manager Neil Johnston VP of Worldwide Sales Approved as to Form: __________________________ City Attorney 5246063.1 364 Page 6 of 30 EXHIBIT A ZOLL Standard Commercial Terms and Conditions 1. GENERAL. This agreement constitutes the entire agreement between the Customer and ZOLL with respect to the purchase and sale of the products described in the EDI transmission, and only representations or statements contained herein shall be binding upon ZOLL as a warranty or otherwise. Acceptance or acquiescence in the course of performance rendered pursuant hereto shall not be relevant to determine the meaning of this writing even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection. No addition to or modification of any of the terms and conditions specified herein shall be binding upon ZOLL unless made in writing and signed by a duly authorized representative of ZOLL. To the extent that this writing may be treated as an acceptance of the Customer’s prior offer, such acceptance is expressly made conditional on assent by the Customer to the terms hereof, and, without limitation, acceptance of the goods by the Customer to the terms hereof, and, without limitation, acceptance of the goods by the Customer shall constitute such assent. All cancellations and reschedules require a minimum of thirty (30) days’ notice. 2. DELIVERY AND RISK OF LOSS. Unless otherwise stated, all deliveries shall be F.O.B. ZOLL Medical Corporation’s facility. Risk of loss or damage to the Equipment shall pass to the Customer upon delivery of the Equipment to the carrier. 3. [Intentionally Omitted] 4. CREDIT APPROVAL. All shipments and deliveries shall at all times be subject to the approval of credit by ZOLL Medical Corporation. ZOLL Medical Corporation may at any time decline to make any shipment or delivery except upon receipt of payment or security or upon terms regarding credit or security satisfactory to ZOLL Medical Corporation. 5. [Intentionally Omitted] 7. WARRANTY. (a) ZOLL Medical Corporation warrants to the Customer that from the earlier of the date of installation or thirty (30) days after the date of shipment from ZOLL Medical Corporation’s facility, the Equipment (other than accessories and electrodes) will be free from defects in material and workmanship under normal use and service for the period noted on the reverse side. Accessories and electrodes shall be warranted for ninety (90) days from the date of shipment. During such period ZOLL Medical Corporation will at no charge to the Customer either repair or replace (at ZOLL Medical Corporation’s sole option) any part of the Equipment found by ZOLL Medical Corporation to be defective in material or workmanship. If ZOLL Medical Corporation’s inspection detects no defects in material or workmanship, ZOLL Medical Corporation’s regular service charges shall apply. (b) ZOLL Medical Corporation shall not be responsible for any Equipment defect failure of the Equipment to perform any specified function, or any other nonconformance of the Equipment caused by or attributable to (i) any modification of the Equipment by the Customer, unless such modification is made with the prior written approval of ZOLL Medical Corporation: (ii) the use of the Equipment with any associated or complementary equipment accessory or software not specified by ZOLL Medical Corporation, or (iii) any misuse or abuse of the Equipment: (iv) exposure of the Equipment to conditions beyond the environmental, power or operating constraints specified by ZOLL Medical Corporation, or (v) installation or wiring of the Equipment other than in accordance with ZOLL Medical Corporation’s instructions. (c) Warranty does not cover items subject to normal wear and burnout during use, including but not limited to lamps, fuses, batteries, cables and accessories. (d) The foregoing warranty does not apply to software included as part of the Equipment (including software embodied in read-only memory known as “firmware”). (e) The foregoing warranty constitutes the exclusive remedy of the Customer and the exclusive liability of ZOLL Medical Corporation for any breach of any warranty related to the Equipment supplied hereunder. THE WARRANTY SET FORTH HEREIN IS EXCLUSIVE AND ZOLL MEDICAL CORPORATION EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 365 Page 7 of 30 8. DELAYS IN DELIVERY. ZOLL Medical Corporation shall not be liable for any delay in the delivery of any part of the Equipment if such delay is due to any cause beyond the control of the ZOLL Medical Corporation including, but not limited to acts of God, fires, epidemics, floods, riots, wars, sabotage, labor disputes, governmental actions, inability to obtain materials, components, manufacturing facilities or transportation or any other cause beyond the control of ZOLL Medical Corporation. In addition ZOLL Medical Corporation shall not be liable for any delay in delivery caused by failure of the Customer to provide any necessary information in a timely manner. In the event of any such delay, the date of shipment or performance hereunder shall be extended to the period equal to the time lost by reason of such delay. In the event of such delay ZOLL Medical Corporation may allocate available Equipment among its Customers on any reasonable and equitable basis. The delivery dates set forth in this Quotation are approximate only and ZOLL Medical Corporation shall not be liable for or shall the Contract be breached by, any delivery by ZOLL Medical Corporation within a reasonable time after such dates. 9. LIMITATIONS OF LIABILITY. IN NO EVENT SHALL ZOLL MEDICAL CORPORATION BE LIABLE FOR INDIRECT SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ZOLL MEDICAL CORPORATIONS PERFORMANCE OR FAILURE TO PERFORM PURSUANT TO THIS QUOTATION OR THE CONTRACT OR THE FURNISHING, PERFORMANCE, OR USE OF ANY EQUIPMENT OR SOFTWARE SOLD HERETO, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, THE NEGLIGENCE OF ZOLL MEDICAL CORPORATION OR OTHERWISE. 10. PATENT INDEMNITY. ZOLL Medical Corporation shall at its own expense defend any suit that may be instituted against the Customer for alleged infringement of any United States patents or copyrights related to the parts of the Equipment or the Software manufactured by ZOLL Medical Corporation, provided that (i) such alleged infringement consists only in the use of such Equipment or the Software by itself and not as a part of or in combination with any other devices or parts, (ii) the Customer gives ZOLL Medical Corporation immediate notice in writing of any such suit and permits ZOLL Medical Corporation through counsel of its choice, to answer the charge of infringement and defend such suit, and (iii) the Customer gives ZOLL Medical Corporation all requested information, assistance and authority at ZOLL Medical Corporation’s expense, to enable ZOLL Medical Corporation to defend such suit. In the case of a final award of damages for infringement in any such suit, ZOLL Medical Corporation will pay such award, but it shall not be responsible for any settlement made without its written consent. Section 10 states ZOLL Medical Corporation’s total responsibility and liability’s, and the Customer’s sole remedy for any actual or alleged infringement of any patent by the Equipment or the Software or any part thereof provided hereunder. In no event shall ZOLL Medical Corporation be liable for any indirect, special, or consequential damages resulting from any such infringement. 11. CLAIMS FOR SHORTAGE. Each shipment of Equipment shall be promptly examined by the Customer upon receipt thereof. The Customer shall inform ZOLL Medical Corporation of any shortage in any shipment within ten (10) days of receipt of Equipment. If no such shortage is reported within ten (10) day period, the shipment shall be conclusively deemed to have been complete. 12. RETURNS AND CANCELLATION. (a) The Customer shall obtain authorization from ZOLL Medical Corporation prior to returning any of the Equipment. (b) If the Customer receives authorization from ZOLL Medical Corporation to return a product for credit; then the Customer shall be subject to a restocking charge of twenty percent (20%) of the original list purchase price, but not less than $50.00 per product. (c) Any change in delivery caused by the Customer that causes a delivery date greater than six (6) months from the Customer’s original order date shall constitute a new order for the affected Equipment in determining the appropriate list price. Notwithstanding the foregoing, products categorized as consumables or disposables (for example electrodes, catheters, cartridges, and related accessories) are non-returnable unless the products (a) were shipped in error by ZOLL and are returned within thirty (30) calendar days of the invoice date, (b) are non-conforming or defective and returned within the applicable warranty period, or (c) are those of which ZOLL specifically authorized in writing for return. Products returned without ZOLL’s prior written authorization shall be refused. Products authorized for return and returned within thirty (30) calendar days must be unopened, undamaged and 366 Page 8 of 30 properly packaged by the Customer to prevent damage during shipping. ZOLL will not issue a return credit for products that are damaged during shipment. The customer is responsible for any return freight charges. 13. [Intentionally Omitted] 14. COMPLIANCE WITH LAWS. (a) ZOLL Medical Corporation represents that all goods and services delivered pursuant to the Contract will be produced and supplied in compliance with all applicable state and federal laws and regulations, including the requirements of the Fair Labor Standards Act of 1938, as amended. (b) The Customer shall be responsible for compliance with any federal, state and local laws and regulations applicable to the installation or use of the Equipment furnished hereunder, and will obtain any permits required for such installation and use. 15. NON-WAIVER OF DEFAULT. In the event of any default by the Customer, ZOLL Medical Corporation may decline to make further shipments without in any way affecting its right under such order. If, despite any default by Customer, ZOLL Medical Corporation elects to continue to make shipments its action shall not constitute a waiver of any default by the Customer or in any way affect ZOLL Medical Corporation’s legal remedies regarding any such default. No claim or right arising out of a breach of the Agreement by the Customer can be discharged in whole or in part by waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by ZOLL Medical Corporation. 16. ASSIGNMENT. This agreement may not be assigned by the Customer without the prior written consent of ZOLL Medical Corporation, and any assignment without such consent shall be null and void. 17. TITLE TO PRODUCTS. Title to right of possession of the products sold hereunder shall remain with ZOLL Medical Corporation until ZOLL Medical Corporation delivers the Equipment to the carrier and agrees to do all acts necessary to perfect and maintain such right and title in ZOLL Medical Corporation. Failure of the Customer to pay the purchase price for any product when due shall give ZOLL Medical Corporation the right, without liability to repossess the Equipment, with or without notice, and to avail itself of any remedy provided by law. 367 ZOLL Medical Corporation 269 Mill Road Chelmsford, MA 01824-4105 Federal ID# 04-2711626 Phone: (800) 348-9011 Fax: (978) 421-0015 Email: esales@zoll.com Quote No: Q-40394 Version: 12 Page 9 of 30 EXHIBIT B QUOTATION South San Francisco Fire Department 480 North Canal Street South San Francisco, CA 94080 ZOLL Customer No: 110960 Rich Walls (650) 877-8664 richard.walls@ssf.net Quote No: Q-40394 Version: 12 Issued Date: December 1, 2022 Expiration Date: December 31, 2022 Terms: NET 30 DAYS FOB: Shipping Point Freight: Free Freight Prepared by: Kimberly Tanner Senior Account Executive ktanner@zoll.com 368 ZOLL Medical Corporation 269 Mill Road Chelmsford, MA 01824-4105 Federal ID# 04-2711626 Phone: (800) 348-9011 Fax: (978) 421-0015 Email: esales@zoll.com Quote No: Q-40394 Version: 12 Page 10 of 30 Item Contract Referenc e Part Number Description Qty List Price Adj. Price Total Price 1 601-2231112-01 X Series Advanced Monitor/Defibrillator - 12- Lead ECG, Pacing, SpO2, SpCO, EtCO2, BVM, NIBP, CPR Expansion Pack, Remote View Includes: TBI Dashboard, 4 trace tri-mode display monitor/ defibrillator/ printer, advisory algorithm, advanced communications package (Wi-Fi, Bluetooth, USB cellular modem capable) USB data transfer capable and large 6.5in ( 16.5cm) diagonal screen. Accessories Included: MFC cable and CPR connector, A/C power cord, One (1) roll printer paper, 6.6 Ah Li-ion battery, Operators Manual, Quick Reference Guide, and One (1)-year EMS warranty. Parameter Details: Real CPR Help - Dashboard display of CPR Depth and Rate for Adult and Pediatric patients, Visual and audio prompts to coach CPR depth (Adult patient only), Release bar to ensure adequate release off the chest, Metronome to coach rate for Adult and Pediatric patients. See-Thru ® CPR artifact filtering • Interpretative 12-Lead ECG (Full 12 ECG lead view with both dynamic and static 12-lead mode display. 12-Lead OneStep ECG cable - includes 4-Lead limb lead cable and removable precordial 6-Lead set) • ZOLL Noninvasive Pacing Technology • Real BVM Help: Dashboard provides real-time ventilation feedback on both volume and rate for intubated and non-intubated patients. AccuVent Cable included. (Accuvent disposable sensors sold separately) • Welch Allyn NIBP with Smartcuff. 10 foot Dual Lumen hose and SureBP Reusable Adult Medium Cuff • Masimo SpO2 & SpCO with Signal Extraction Technology (SET), Rainbow SET® • EtCO2 Oridion Microstream Technology. Microstream tubing set sold separately • 10 $48,971.00 $31,514.00 $315,140.00 2 8900-0400 CPR Stat-padz HVP Multi-Function CPR Electrodes - 8 pair/case 2 $666.00 $411.60 $823.20 Item Contract Referenc e Part Number Description Qty List Price Adj. Price Total Price 369 ZOLL Medical Corporation 269 Mill Road Chelmsford, MA 01824-4105 Federal ID# 04-2711626 Phone: (800) 348-9011 Fax: (978) 421-0015 Email: esales@zoll.com Quote No: Q-40394 Version: 12 Page 11 of 30 3 8300-000208 Microstream Advance Adult-Pediatric Intubated CO2 Filter Line, Short Term Use, Box of 25 1 $303.00 $192.50 $192.50 4 8300-000200 Microstream Advance Adult Oral-Nasal CO2 Filter Line With O2 Tubing, Short Term Use, Box of 25 1 $391.00 $248.50 $248.50 5 8000-001128 Accuvent Flow Tube (Box of 10) 2 $708.00 $708.00 $1,416.00 6 8000-0895 Cuff Kit with Welch Allyn Small Adult, Large Adult and Thigh Cuffs 10 $173.00 $110.25 $1,102.50 7 8000-001392 Masimo rainbow® RC-4 - 4FT, Reusable EMS Patient Cable 10 $278.00 $171.50 $1,715.00 8 8000-000371 rainbow® DCI® SpO2/SpCO/SpMet Adult Reusable Sensor with connector (3 ft) 10 $957.00 $346.50 $3,465.00 9 8000-0580-01 Six hour rechargeable Smart battery 20 $890.00 $346.52 $6,930.40 10 8000-000876-01 Paper, Thermal, w/Grid, BPA Free (Box of 6) 2 $27.00 $27.00 $54.00 11 8000-000393-01 X Series Carry Case, Premium 10 $385.00 $385.00 $3,850.00 Item Contract Referenc e Part Number Description Qty List Price Adj. Price Total Price 370 ZOLL Medical Corporation 269 Mill Road Chelmsford, MA 01824-4105 Federal ID# 04-2711626 Phone: (800) 348-9011 Fax: (978) 421-0015 Email: esales@zoll.com Quote No: Q-40394 Version: 12 Page 12 of 30 12 8778-89055-WF X Series - Worry-Free Service Plan - 5 Years On- Site At Time of Sale Includes: Annual preventive maintenance, 27% discount on new cables, 27% discount on additional SurePower II Batteries, discount on parameter upgrades, SurePower II Battery replacement upon failure, and accidental damage coverage (see comments). Shipping and use of a Service Loaner during repairs, no charge shipping. Extended warranty is a continuation of the EMS One Year Product Limited Warranty. • ACCIDENTAL DAMAGE COVERAGE: Includes one device outer housing replacement per year per device. This coverage excludes devices that are deemed beyond repair and/or catastrophic damage. Cosmetic damage that does not affect the integrity of the device would not require outer housing replacement. • BATTERY REPLACEMENT PROGRAM: Batteries must be maintained per ZOLL recommended maintenance program - Batteries are replaced upon failure, one for one, throughout the term of the ExpertCare Service contract, should the SurePower II battery or SurePower Charger display a fault - Batteries must be evaluated and confirmed of failure through ZOLL Technical Support and/or an on-site field service technician. - Up to three batteries per device will be covered for batteries acquired from ZOLL in last 24 months for batteries that fail during the Worry-Free service contract period. (When Service Contract purchased post-sale) - For batteries acquired from ZOLL over 24 months ago, one battery per device will be covered for batteries that fail during the Worry-Free service contract period. (When Service Contract purchased post-sale) 10 $9,280.00 $8,352.00 $83,520.00 13 8400-110045 CaseReview Premium Subscription, R Series and X Series, 5 Year- Hosted Provides detailed post-case information, including CPR quality on compression depth, rate, pause time and release velocity, as well as ECG, shocks, EtCO2 and SpO2 vital signs. 10 $2,260.00 $2,260.00 $22,600.00 14 6008-9901-61 ZOLL X Series Trade In Allowance (EMS Group) See Trade Unit Considerations. 5 ($6,000.00) ($30,000.00) Subtotal: $411,057.10 371 ZOLL Medical Corporation 269 Mill Road Chelmsford, MA 01824-4105 Federal ID# 04-2711626 Phone: (800) 348-9011 Fax: (978) 421-0015 Email: esales@zoll.com Quote No: Q-40394 Version: 12 Page 13 of 30 Estimated Tax: $33,091.79 Total: $444,148.89 Additional Language Premium Carry Case is optional, Standard Carry Case is no additional charge. Existing batteries and battery chargers are compatible with X Series Advanced. To the extent that ZOLL and Customer, or Customer’s Representative have negotiated and executed overriding terms and conditions (“Overriding T’s & C’s”), those terms and conditions would apply to this quotation. In all other cases, this quote is made subject to ZOLL’s Standard Commercial Terms and Conditions (“ZOLL T’s & C’s”) which for capital equipment, accessories and consumables can be found at https://www.zoll.com/about-zoll/invoice- terms-and-conditions and for software products can be found at http://www.zoll.com/SSPTC and for hosted software products can be found at http://www.zoll.com/SSHTC. Except in the case of overriding T’s and C’s, any Purchase Order (“PO”) issued in response to this quotation will be deemed to incorporate ZOLL T’s & C’s, and any other terms and conditions presented shall have no force or effect except to the extent agreed in writing by ZOLL. 1. This Quote expires on December 31, 2022. Pricing is subject to change after this date. 2. Applicable tax, shipping & handling will be added at the time of invoicing. 3. All purchase orders are subject to credit approval before being accepted by ZOLL. 4. To place an order, please forward the purchase order with a copy of this quotation to esales@zoll.com or via fax to 978-421-0015. 5. All discounts from list price are contingent upon payment within the agreed upon terms. 6. Place your future accessory orders online by visiting www.zollwebstore.com. Trade-In values valid through December 31, 2022 if all equipment purchased is in good operational and cosmetic condition and includes all standard accessories. Trade-In values are dependent on the quantity and configuration of the ZOLL devices listed on this quotation. Customer assumes responsibility for shipping trade-in equipment at the quantities listed on the trade line items in this quotation to ZOLL’s Chelmsford Headquarters within 60 days of receipt of new equipment. Customer agrees to pay cash value for trade-in equipment not shipped to ZOLL on a timely basis. Trade Unit Considerations 372 ZOLL Medical Corporation 269 Mill Road Chelmsford, MA 01824-4105 Federal ID# 04-2711626 Phone: (800) 348-9011 Fax: (978) 421-0015 Email: esales@zoll.com South San Francisco Fire Department Quote No: Q-40394 Version: 12 Page 14 of 30 Order Information (to be completed by the customer) [ ] Tax Exempt Entity (Tax Exempt Certificate must be provided to ZOLL) [ ] Taxable Entity (Applicable tax will be applied at time of invoice) BILL TO ADDRESS SHIP TO ADDRESS Name/Department: Name/Department: Address: Address: City / State / Zip Code: City / State / Zip Code: Is a Purchase Order (PO) required for the purchase and/or payment of the products listed on this quotation? [ ] Yes PO Number: PO Amount: (A copy of the Purchase Order must be included with this Quote when returned to ZOLL) [ ] No (Please complete the below section when submitting this order) For organizations that do not require a PO, ZOLL requires written execution of this order. The person signing below represents and warrants that she or he has the authority to bind the party for which he or she is signing to the terms and prices in this quotation. South San Francisco Fire Department Authorized Signature: Name: Title: Date 373 Page 15 of 30 EXHIBIT C ZOLL Limited Product Warranty ZOLL Medical Corporation (ZOLL) warrants to the customer that the product(s) purchased from ZOLL or its authorized dealers shall be free from defects in material and workmanship under normal use and maintenance conditions for the period of time set forth in the attached schedule. This warranty begins on the date of shipment from ZOLL’s facility. During the applicable warranty period, ZOLL shall, at no cost to customer, either repair or replace (at ZOLL’s sole discretion) any part of the product found to be defective in material or workmanship. If ZOLL’s inspection detects no defects in material or workmanship, ZOLL’s regular service charges shall apply. This warranty is not transferrable. The foregoing warranty shall not apply if the defect, failure or other nonconformance of the product is caused by or attributable to: (i) any maintenance, repair or modification of the product by any party other than ZOLL or its authorized representatives, unless such modification is made with the prior written approval of ZOLL; (ii) use of the product with any associated or complementary equipment, accessory or software not supplied by ZOLL; (iii) any accident, negligence, misuse or accidental damage of the product; or (iv) use of the product in contradiction with applicable operating instructions or outside of the product’s intended purpose, environment or setting. The foregoing warranty shall not apply to any equipment on which any original serial numbers have been removed or destroyed. The following are not covered under the warranty: (1) items subject to normal wear and burnout during use, including but not limited to, lamps, fuses, batteries, patient cables and accessories, and (2) software included as part of the equipment (including software embodied in read-only memory, known as “firmware”). ZOLL, in its sole discretion, will determine whether warranty service on the product will be performed in the field or through ship-in repair. For field repair, this warranty service will be provided by ZOLL at the customer’s facility or an authorized ZOLL facility during normal business hours. For ship-in repair, all products and/or assemblies requiring warranty service should be returned to a location designated by ZOLL, freight prepaid. Products repaired or replaced under this warranty retain the remainder of the warranty period of the repaired or replaced product. Products cannot be returned without approval from ZOLL’s Customer Service Department. An authorization number will be provided which must be printed on the returned merchandise. ZOLL reserves the right to charge shipping and restocking fees on returned items. Special, modified, or discontinued items are not subject to return. Repair or replacement constitutes the exclusive remedy of the customer and the exclusive liability of ZOLL for any breach of any warranty related to the equipment, accessories or electrodes supplied hereunder. THE WARRANTY SET FORTH HEREIN IS EXCLUSIVE AND ZOLL EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ZOLL IS NOT LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF BUSINESS OR PROFITS) WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY. GLOBAL PRODUCT LIMITED FACTORY WARRANTIES PRODUCT EM S HOSPITAL MILITARY PUBLIC SAFETY / ALTERNATE CARE MONITORS/ DEFIBRILLATOR S US & Canada Internatio nal US & Canada Internatio nal US & Canada Internatio nal US & Canada Internatio nal 374 Page 16 of 30 X Series® 1 year 1 year 5 years 1 year 5 years 5 years 5 years N/A R Series® 1 year 3 years 5 years 3 years 5 years 5 years 5 years N/A Propaq® 1 year 1 year 5 years 1 year 5 years 5 years N/A N/A VENTILATORS Z Vent® 1 year 1 year 1 year 1 year N/A N/A 1 year N/A EMV+® 1 year 1 year 1 year 1 year 5 years 5 years 1 year N/A 330 Multifunction Aspirator 1 year 1 year N/A N/A 5 years 5 years N/A N/A MECHANICAL CPR AutoPulse® 1 year 1 year 1 year 1 year 1 year 1 year 1 year N/A ResQPUMP® 1 year 1 year N/A N/A 1 year 1 year N/A N/A PRODUCT EM S HOSPITAL MILITARY PUBLIC SAFETY / ALTERNATE CARE AED S US & Canada Internatio nal US & Canada Internatio nal US & Canada Internatio nal US & Canada Internatio nal AED Plus® 5 years 5 years 5 years 5 years 5 years 5 years 5 years 5 years AED Pro® 5 years 5 years 5 years 5 years 5 years 5 years 5 years 5 years ZOLL AED 3® 6 years 6 years 6 years 6 years 6 years 6 years 6 years 6 years Powerheart® G3 Pro 5 years 5 years 5 years 5 years 5 years 5 years 5 years 5 years Powerheart® G3 Plus 5 years 5 years 5 years 5 years 5 years 5 years 5 years 5 years Powerheart® G3 Elite N/A 5 years N/A 5 years N/A 5 years N/A 5 years Powerheart® G5 6 years 6 years 6 years 6 years 6 years 6 years 6 years 6 years Mobilize™ N/A N/A N/A N/A N/A N/A 1 year N/A ADD 2 YEARS ADDITIONAL WARRANTY FROM SHIP DATE WITH AED REGISTRATION Registering ZOLL AED Plus, Powerheart, and ZOLL AED 3 devices provides two additional years of (not applicable in Japan) warranty. PRODUCT EM S HOSPITAL MILITARY PUBLIC SAFETY / ALTERNATE CARE 375 Page 17 of 30 TEMPERATURE MANAGEMEN T US & Canada Internatio nal US & Canada Internatio nal US & Canada Internatio nal US & Canada Internatio nal Thermogard XP® 1 year 1 year 1 year 1 year 1 year 1 year N/A N/A SUPERSATURAT ED OXYGEN THERAPY US & Canada Internatio nal US & Canada Internatio nal US & Canada Internatio nal US & Canada Internatio nal TherOx® 1 year 1 year 1 year 1 year 1 year 1 year N/A N/A GLOBAL PRODUCT LIMITED FACTORY WARRANTIES BATTERIES MONITORS/ DEFIBRILLATO RS Part Number Description Warranty X Series® 8000-0580- 01 Battery, Lithium-Ion, SurePower™ II 1 year R Series® 8019-0535- 01 SurePower™ Rechargeable Lithium-Ion Battery Pack 1 year Propaq® 8000-0580- 01 Battery, Lithium-Ion, SurePower™ II 1 year VENTILATORS Z Vent® 703-0731-01- 01 Battery Pack, 6.6 AH, 14.8V, Lithium-Ion, 12- Cell Conditioned 90 days EMV+® 703-0731-01- 01 Battery Pack, 6.6 AH, 14.8V, Lithium-Ion, 12- Cell Conditioned 90 days MECHANICAL CPR AutoPulse® 8700-0752- 01 Lithium-Ion Battery 1 year AEDs AED Plus® 8000-0807- 01 Type 123 Lithium Batteries N/A AED Pro® 8000-0860- 01 Non-Rechargeable Lithium Battery Pack 90 days 8019-0535- 01 SurePower™ Rechargeable Lithium-Ion Battery Pack 1 year 376 Page 18 of 30 ZOLL AED 3® 8000-000696 Lithium Manganese Dioxide Battery Pack 90 days Powerheart® G3 Pro 9145-301 Intellisense® Lithium Battery 90 days* Powerheart® G3 Plus 9146-302 Intellisense® Lithium Battery 90 days* Powerheart® G3 Elite 9146-702 Intellisense® Lithium Battery 90 days* Powerheart® G5 XBTAED001A Intellisense® Lithium Battery 90 days* * Intellisense® Lithium Battery Replacement Program (Four years from date of installation. Conditions Apply - See Policy For Details) GLOBAL PRODUCT LIMITED FACTORY WARRANTIES CHARGERS Part Number Description Warranty 8200-00010- 01 SurePower™ Single Bay Charger 1 year 8050-0030- 01 SurePower™ Charger Station 1 year 8300-0500- 01 SurePower™ Charger Station w/Charger Adaptors 1 year 8700-0753- 01 AutoPulse® Battery Charger, U.S., Multi-Chemistry 1 year 8911-000290- 01 Mobilize™ Refill, Item PC, Tablet Charger 90 days GLOBAL PRODUCT LIMITED FACTORY WARRANTIES 377 Page 2 of 30 ACCESSORIES Copyright © 2022 ZOLL Medical Corporation. All rights reserved. ZOLL, X SERIES, R SERIES, EMV+, AUTOPULSE, RESQPUMP, AED PLUS, AED PRO, ZOLL AED 3, POWERHEART, MOBILIZE, THERMOGARD XP, THEROX, ZOLL M2, SUREPOWER, INTELLISENSE are marks of ZOLL Medical Corporation in the United States and/or other countries. All other trademarks are the property of their respective owners. Product Part Number Description Warranty X Series® R Series® Propaq® SPO2 Cables and Sensors 9 months X Series® 8400-0341 Masimo rainbow® EMS RC-4 Patient Cable 2 years R Series® 8000-0312 8000-0367 Mainstream - CAPNO 5 CO2 Sensor and Cable Sidestream - CAPNO 5 LoFlo CO2 Module limited lifetime warranty* *Original purchaser only Thermogard XP® Catheters Start Up kits Guidewires 6 months TherOx® SSO2 Catheters and Cartridges Warranty is valid through the shelf life date stated on the packaging. Electrodes 90 days Other Cables 90 days 378 Page 1 of 30 EXHIBIT D ALS/BLS Software Solutions Master Application Service Provider Agreement 1. Orders. ZOLL Medical Corporation (“ZOLL”) shall provide the ASP Services, Implementation Services and Support Services identified in any order or contract (“Order”) between ZOLL and the City of South San Francisco Fire Department (“Customer”) incorporating this Software Solutions Master Application Service Provider Agreement (together with each such Order, the “Agreement”). ASP Services are further defined in Section 3. Implementation Services are further defined in Section 4. Support Services are further defined in Section 5. The ASP Services, Implementation Services, and Support Services are each, and are collectively, “Services”. The terms and conditions set forth in this Agreement shall only apply to ALS/BLS Software Solutions products that are used with ZOLL Medical Corporation defibrillators. For the sake of clarity, these terms and conditions do not apply to any ZOLL patient care reporting software. 2. Payment. Customer shall pay fees to ZOLL for Services as provided in any Order and this Agreement (“Fees”). Unless otherwise provided in the applicable Order, Customer will pay ZOLL all Fees due under this Agreement within thirty (30) days after the date of ZOLL’s invoice. The first invoice will be sent after the Deployment Effective Date. "Deployment Date" means the date upon which the deployment of the ASP Services is complete and it is able to function as described in the warranty set forth in this Agreement, regardless of whether Customer actually uses such ASP Services. "Deployment Effective Date" means the earlier of (a) the Deployment Date or (b) 90 days from the date after ZOLL’s shipment of defibrillators that are included on the Order (the “Latest Deployment Date”), unless a delay in the Deployment Date has been caused by ZOLL, in which case the Deployment Effective Date shall be postponed by a number of days equal to the delay that ZOLL has caused. Fees are non-refundable other than as expressly set forth herein. Amounts not paid when due will accrue interest at the rate of 1.5% per month, or the maximum allowed by law, whichever is less. Customer shall pay all expenses (including reasonable attorney’s fees) incurred by ZOLL in connection with collection of late payments. Any amounts not paid by Customer when due may result in the forfeiture by Customer, in ZOLL’s sole discretion, of any discounts previously offered by ZOLL. In addition, ZOLL may cease providing any or all of the Services if any invoice is not paid in a timely manner, in which event ZOLL will not be liable to Customer for any damages caused by such cessation. Payment terms are subject to ZOLL’s credit approval. Fees exclude all applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges (“Taxes”). 3. ASP Services. “ASP Services” means the hosting and maintenance of ZOLL software, as modified, updated, and enhanced (the “Underlying Software”), for remote electronic access and use by Registered Users on the website with a unique URL to be provided by ZOLL to Customer (the “ZOLL Site”) in substantial conformity with the instructions for use, documentation and users manuals from time-to-time provided by ZOLL (the “Documentation”), as listed in any Order, on and after the Implementation Date (defined below) for such services and before that Order has expired or been terminated in accordance with the Agreement. Customer acknowledges that the ASP Services are only compatible with ZOLL equipment that has been enabled and configured for use with the ASP Services in accordance with the Documentation and only with the browser and other technical environment that supports the use of the ASP Services in accordance with the Documentation. 3.1. Provision of ASP Services. Subject to the terms and conditions of the Agreement, ZOLL will use commercially reasonable efforts to make the ASP Services available to Customer and Customer’s employees, directors, principals, partners, consultants and agents authorized to use ASP Services on behalf of Customer and registered through the ZOLL Site for such use (“Registered Users”) through the ZOLL Site over normal network connections in accordance with the Documentation, excepting downtime due to necessary maintenance and troubleshooting. Customer, not ZOLL, shall be responsible for controlling Registered Users and protection of confidentiality of its login identifications and passwords. Customer acknowledges that (i) it is responsible for maintaining its interface and connectivity to the ASP Services and (ii) any facilities used for provision of the ASP Services may be owned or operated by ZOLL, or a ZOLL affiliate or a third party, or any combination of such facilities, as determined by ZOLL. Customer acknowledges that ZOLL may modify and upgrade the ASP Services, on an ongoing basis, to improve or adapt the ASP Services. Without limiting the foregoing, ZOLL will have the right, in its sole discretion, to develop, provide and market new, upgraded or modified ASP Services to Customer, including adding, removing or modifying the functionality or features of the ASP Services accessible by Registered Users. ZOLL will use commercially reasonable efforts to notify Customer within a reasonable period of time prior to the implementation of such changes so that Customer is reasonably informed of alterations to the ASP Services that will affect the ASP Services and Customer’s use of them. Notwithstanding anything to the contrary in the Agreement, ZOLL may cease providing any ASP Services upon at least six months advance notice to Customer. 379 Page 2 of 30 3.2. Access Software. Subject to the terms and conditions of this Agreement, ZOLL grants to Customer, during the Term, a non-exclusive, non-transferable, non-sublicensable license for Registered Users to access and use the ASP Services using the ZOLL software that Registered Users may download at the ZOLL Site to access the ASP Services, as modified, updated and enhanced (the “Access Software”), each as made available to Customer through the ZOLL Site, solely for Customer’s internal business purposes and solely in accordance with the Documentation. Access Software and Underlying Software are, collectively, the “Software”. 3.3. Restrictions. Customer shall not, and shall not permit any third party to: (a) use, reproduce, modify, adapt, alter, translate or create derivative works from the ASP Services, Software or Documentation; (b) merge the ASP Services, Software or Documentation with other software or services; (c) sublicense, distribute, sell, use for service bureau use, lease, rent, loan, or otherwise transfer or allow access to the ASP Services, Software or the Documentation to any third party; (d) reverse engineer, decompile, disassemble, or otherwise attempt to alter or derive the Source Code for the ASP Services or Software; (e) remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices included in the ASP Services, Software or Documentation; or (f) otherwise use or copy the ASP Services, Software or Documentation in any manner not expressly permitted by the Agreement. Customer agrees not to use the ASP Services in excess of its authorized login protocols. Customer shall immediately notify ZOLL of any unauthorized use of Customer’s login ID, password or account or other breach of security. If Customer becomes aware of any actual or threatened activity contemplated by the restrictions on use set forth in this section, Customer will, and will cause Registered Users to, immediately take all reasonable measures necessary to stop the activity or threatened activity and to mitigate the effect of such activity including: (i) discontinuing and limiting any improper access to any data; (ii) preventing any use and disclosure of improperly obtained data; (iii) destroying any copies of improperly obtained data that may have been made on their systems; (iv) otherwise attempting to mitigate any harm from such events; and (v) immediately notifying ZOLL of any such event so that ZOLL may also attempt to remedy the problem and prevent its future occurrence. 3.4. Service Level Agreement. 3.4.1. Downtime. “Downtime”, expressed in minutes, is any time the ASP Services are not accessible to Registered Users. 3.4.2. Planned Downtime. “Planned Downtime” is Downtime during which ASP Services may not be available in order for ZOLL to continue to provide commercially reasonable services, features and performance to its customers. Planned Downtime includes, but is not limited to: (a) Standard Maintenance; and (b) Emergency Maintenance. “Standard Maintenance” is performed when upgrades or system updates are desirable. “Emergency Maintenance” is performed when a critical system update must be applied quickly to avoid significant Downtime. Standard Maintenance may be performed weekly on Monday and Wednesday between the hours of 7 p.m. to 11 p.m. in Broomfield, Colorado. ZOLL will provide Customer with notice at least 24 hours in advance of Standard Maintenance. 3.4.3. Excused Downtime. “Excused Downtime” time is Downtime caused by: (a) services, software or hardware provided by anyone or any entity other than ZOLL, (b) software, services or systems operating outside of a ZOLL Site, including any software or systems operating on a Customer’s premises (including ZOLL software); (c) a Force Majeure Event or (d) Customer's failure to comply with its obligations under the Agreement or use of the ASP Services in ways that were not intended. 3.4.4. Unplanned Downtime. Unplanned Downtime in a calendar month is expressed as a percentage calculated as follows: (Downtime - (Planned Downtime + Excused Downtime)) x 100 = x %, where “x” is Unplanned Downtime. Total number of minutes in the calendar month 3.4.5. Unplanned Downtime Goal. ZOLL shall provide the ASP Services such that there is less than 1% of Unplanned Downtime in a calendar month (the “Unplanned Downtime Goal”). The ASP Services covered by the Unplanned Downtime Goal are those for which Customer has paid all Fees when due and is using in the course of carrying out its normal business operations in accordance with the Agreement. 3.4.6. Revocation of Administrative Rights. Notwithstanding anything to the contrary in the Agreement, ZOLL may revoke administrative rights, including database access rights, if the use of any such rights results in Downtime. 3.4.7. Customer Content; Security; Backup. 3.4.7.1. Customer Content. As between ZOLL and Customer, and without limiting the rights of any patient, Customer will retain all right, title and interest in and to all data, information or other content provided by Customer in its use of the ASP 380 Page 3 of 30 Services (“Customer Content”); provided, however, that ZOLL may de-identify and use Customer Content for any lawful purpose consistent with all applicable law. 3.4.7.2. Security. Subject to Customer’s obligations under this Agreement, ZOLL will implement commercially reasonable security measures within the ASP Services in an attempt to prevent unlawful access to Customer Content by third parties. Such measures may include, where appropriate, use of updated firewalls, commercially available virus screening software, logon identification and passwords, encryption, intrusion detection systems, logging of incidents, periodic reporting, and prompt application of current security patches and virus definitions. 3.4.7.3. Backup of Customer Content (Not Applicable to Remote View). Although ZOLL will use commercially reasonable efforts to maintain the integrity of the Customer Content, to back up the Customer Content, and to provide full and ongoing access to the ASP Services, loss of access to the ASP Services and loss of Customer Content may occur. Customer will make provision for additional back-up storage of any critical Customer Content and shall be responsible for compliance with all records retention requirements applicable to Customer. ZOLL will not be responsible for any loss, corruption of or inaccessibility of the Customer Content due to interruption in the ASP Services or otherwise arising out of circumstances not within ZOLL’s control. 3.4.7.4. Availability of Customer Content (Not Applicable to Remote View). It is Customer’s responsibility to maintain any Customer Content that it requires for archival purposes, ongoing management of its operations and compliance with applicable records retention requirements. Unless specified otherwise in the Agreement, ZOLL will store Customer Content, other than Inactive Customer Content as defined below (the “Active Customer Content”), in ZOLL’s working data set until the earlier of (i) five years (calculated from the date of creation of such Customer Content, or ZOLL’s receipt of such Customer Content, whichever is later) or (ii) the expiration or termination of this Agreement or the Order under which such Active Customer Content was stored (the “Active Retention Period”). Upon the expiration of the Active Retention Period, ZOLL will notify Customer in writing and will provide Customer the option, which Customer shall exercise by informing ZOLL in writing, within 30 days of receiving the notice, that either (a) Customer wishes to receive Active Customer Content in a database determined by ZOLL in its sole and absolute discretion (a “Database”), or (b) Customer will pay ZOLL, at ZOLL’s then-current storage rates and upon ZOLL’s then-current terms and conditions, to continue to store the Active Customer Content. If Customer fails to exercise one of the foregoing options within such 30-day period, ZOLL will have the right to destroy the Active Customer Content. During the time ZOLL stores Customer Content for Customer hereunder, ZOLL may periodically identify Customer Content that has had no activity associated with it for at least 180 days (“Inactive Customer Content”) and will notify Customer in writing of its intent to remove the Inactive Customer Content from ZOLL’s working data set and destroy such data, unless Customer requests, in writing, within 30 days of receiving the notice from ZOLL, that either (z) Customer wishes to receive the Inactive Customer Content in a Database, or (y) Customer will pay ZOLL, at ZOLL’s then-current storage rates and upon ZOLL’s then-current terms and conditions, to continue to store such Inactive Customer Content. If Customer fails to exercise one of the foregoing options within such 30-day period, ZOLL will have the right to destroy the applicable Inactive Customer Content in its possession or under its control. Except for this Section 3.4.7.4, the terms of Section 3.4 (including, without limitation, the Unplanned Downtime Goal) do not apply to Customer’s access of Inactive Customer Content. Customer represents, warrants and agrees that it (A) is solely responsible for determining the retention period applicable to it with respect to Customer Content maintained by ZOLL; (B) has consulted with or has had the opportunity to consult with legal, information governance or records management professionals; and (C) is not relying upon ZOLL to assist with determining the records maintenance or retention requirements applicable to it. 3.4.8. Remedies. A “Service Credit” means a percentage of the monthly Fee to be credited to Customer (subject to Customer’s written request therefor and ZOLL’s verification thereof) for any ASP Service for which the Unplanned Downtime Goal is exceeded in a calendar month. For any calendar month where the aggregate total of Unplanned Downtime for any ASP Service exceeds one percent ZOLL will provide a 10% Service Credit towards Customer's monthly Fee for such ASP Service that was affected; provided, that Customer (i) requests such Service Credit in writing within 30 days of the end of the calendar month in which such Unplanned Downtime occurred, (ii) includes in such request the nature of, and date and time of such Unplanned Downtime and (iii) such Unplanned Downtime is verified by ZOLL. Such Service Credit will be applied to a future month's invoice for such ASP Services, which typically is two months later. Failure to submit a written request for Service Credit as provided in this Section 3.4.8 shall constitute a waiver of such Service Credit by Customer. Further, Service Credits shall not be issued if Customer is not current on all Fees due and payable. The remedy set forth in this Section 3.4.8 shall be the Customers’ sole and exclusive remedy with respect to ZOLL exceeding the Unplanned Downtime Goal. 3.4.9. Modifications. Changes to this Section 3.4 may be made from time to time at ZOLL’s sole discretion. Customer will be notified of any such changes that are material. 381 Page 4 of 30 4. Implementation Services. ZOLL shall provide ASP Services implementation, training and any related services identified in an Order (the “Implementation Services”). Customer shall, in a timely manner and at its own expense, cooperate and provide or make available to ZOLL access to the Customer’s premises, systems, telephone, terminals and facsimile machines and all relevant information, documentation and staff reasonably required by ZOLL to enable ZOLL to perform the Implementation Services. Customer acknowledges that any time frames or dates for completion of the Implementation Services set out in an Order are estimates only and the ability to meet them is influenced by a range of factors including, without limitation, response times and level of cooperation of Customer. Any obligations as to time are therefore on a “reasonable efforts” basis only and ZOLL shall not be liable for failure to meet time frames or completion dates unless solely due to ZOLL’s negligence. 5. Support Services. ZOLL shall provide the following Support Services for ASP Services without any additional Fees, except that ZOLL will have no obligation to provide such Support Services if any Fees for ASP Services are past due. 5.1. Support. 5.1.1. Emergency Support. ZOLL shall provide telephone support to Customer for 24 hours a day, 7 days a week, to address Errors that prevent Customer from using Supported ASP Services for a purpose for which Customer has an immediate and material need. “Supported ASP Services” means the ASP Services for which Customer has paid the then-current Fees. “Supported Environment” means a browser and other technical environment that supports the use of the ASP Services in accordance with the Documentation. “Error” means a reproducible defect in the Supported ASP Services when operated in accordance with the Documentation in a Supported Environment that causes the Supported ASP Services not to operate substantially in accordance with such Documentation. 5.1.2. Technical Support. ZOLL shall provide telephone support to Customer during 6 a.m. to 6 p.m. Eastern Time, Monday to Friday, excluding ZOLL holidays (“Business Hours”) to address all other Errors relating to any Supported ASP Services. Such telephone support will include (i) clarification of functions and features of the Supported ASP Services; (ii) clarification of the Documentation; (iii) guidance in operation of the Supported ASP Services; (iv) assistance in identifying and verifying the causes of suspected Errors in the Supported ASP Services; and (v) advice on bypassing identified Errors in the Supported ASP Services, if reasonably possible. Responses to such reporting shall be provided at a minimum within twenty-four (24) hours during Business Hours. 5.1.3. Resolution. ZOLL shall use commercially reasonable efforts to provide a modification or workaround to Supported ASP Services that resolves an Error in all material respects (“Resolution”). 5.1.4. Expenses. Support Services provided hereunder shall be provided from Chelmsford, Massachusetts or Broomfield, Colorado, as determined in ZOLL’s sole discretion. Should Customer request that ZOLL send personnel to Customer’s location to resolve any Error in the Supported ASP Services, ZOLL may charge Customer a fee of $2,500 for each day ZOLL personnel is at Customer’s location. 5.1.5. Exceptions. ZOLL shall have no responsibility under this Agreement to fix any Errors arising out of or related to the following causes: (a) Customer’s modification or combination of the Access Software (in whole or in part), (b) use of the Supported ASP Services in an environment other than a Supported Environment; or (c) accident; unusual physical, electrical or electromagnetic stress; neglect; misuse; failure or fluctuation of electric power, air conditioning or humidity control; failure of media not furnished by ZOLL; excessive heating; fire and smoke damage; operation of the Supported ASP Services with other media and hardware, software or telecommunication interfaces; or causes other than ordinary use. Any corrections performed by ZOLL for such Errors shall be made, in ZOLL’s reasonable discretion, at ZOLL’s then-current time and material charges. ZOLL will provide the Support Services only for the most current release and the one immediately preceding major release of any Access Software. Notwithstanding anything to the contrary in the Agreement, (i) ZOLL may cease providing Support Services for any ASP Services upon at least six (6) months advance notice to Customer of such cessation and (ii) Support Services do not cover Third Party Products or Services (defined below). 5.2. Conditions and Limitations. Customer shall provide ZOLL with access to Customer’s personnel and its equipment. This access must include the ability to remotely access the equipment on which the Supported ASP Services are operating and to obtain the same access to the equipment as those of Customer’s employees having the highest privilege or clearance level. ZOLL will inform Customer of the specifications of the remote access methods available and associated software needed, and Customer will be responsible for the costs and use of said equipment. Fees for third party software and services are set by the owner of such software. 6. Warranties. 6.1. Implementation Services and Support Services. Subject to Customer’s payment of the Fees, ZOLL warrants that any Implementation Services or Support Services provided to Customer will be performed with due care in a professional and workmanlike manner. ZOLL shall, as its sole obligation and Customer’s sole and exclusive remedy for any breach of the 382 Page 5 of 30 warranty set forth in this Section 6.1, perform again the Implementation Services or Support Services that gave rise to the breach or, in the case of Implementation Services, at ZOLL’s option, refund the Fees for such Implementation Services paid by Customer for the Implementation Services which gave rise to the breach. The availability of any remedy for a breach of the warranty set forth in this Section 6.1 is conditioned upon Customer notifying ZOLL in writing of such breach within thirty (30) days following performance of the defective Implementation Services or Support Services, specifying the breach in reasonable detail. 6.2. ASP Services and Access Software. Subject to Customer’s payment of the Fees, ZOLL represents and warrants with respect to any ASP Services that (i) ZOLL has the right to license the Access Software and Documentation and make the ASP Services available to Customer pursuant to this Agreement and (ii) the ASP Services, when used as permitted and in accordance with the Documentation, will materially conform to the Documentation. ZOLL does not warrant that Customer’s use of the ASP Services will be error free or uninterrupted. Customer will notify ZOLL in writing of any breach of this warranty with respect to any ASP Services prior to the expiration or termination of the Order for such ASP Services. If ZOLL is unable to provide a correction or work-around pursuant to the terms governing the provision of the ASP Services after using commercially reasonable efforts, ZOLL may terminate such Order upon written notice to Customer. Any such correction or work-around shall not extend the term of such Order. This Section 6.2 sets forth Customer’s exclusive remedy, and ZOLL’s entire liability, for breach of the warranty for the ASP Services contained herein. 6.3. Warranty Disclaimers. The warranties for the Software and Services are solely and expressly as set forth in Section 6.1 and Section 6.2 and are expressly qualified, in their entirety, by this Section 6.3. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.1 AND SECTION 6.2, (A) THE SOFTWARE AND SERVICES ARE PROVIDED STRICTLY “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, WRITTEN OR ORAL; (B) ZOLL DOES NOT PROMISE THAT THE SOFTWARE OR SERVICES WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE OR THAT THEY ARE SUITABLE FOR THE PARTICULAR NEEDS OF CUSTOMER, REGISTERED USERS OR ANY THIRD PARTY; AND (C) ZOLL SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE OR USAGE IN TRADE. CUSTOMER ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES IN THIS AGREEMENT, AND THAT NO WARRANTIES ARE MADE BY ANY OF ZOLL’S LICENSORS OR SUPPLIERS WITH RESPECT TO THIRD PARTY PRODUCTS OR SERVICES. Customer acknowledges and agrees that, in entering into this Agreement, it has not relied upon the future availability of any new or enhanced feature or functionality, or any new or enhanced product or service, including, without limitation, updates or upgrades to ZOLL’s existing products and services. ZOLL’s performance obligations hereunder are limited to those expressly enumerated herein, and payment for ZOLL’s performance obligations shall be due as described herein. 7. Confidentiality. Neither party will use any trade secrets, information, or other material, tangible or intangible, that relates to the business or technology of the other party and is marked or identified as confidential or is disclosed in circumstances that would lead a reasonable person to believe such information is confidential (“Confidential Information”) for any purpose not expressly permitted by this Agreement, and will further disclose the Confidential Information of the party disclosing it (“Disclosing Party”) only to the employees or contractors of the party receiving it (“Receiving Party”) who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. The ASP Services, Software and Documentation shall be ZOLL’s Confidential Information (including without limitation any routines, subroutines, directories, tools, programs, or any other technology included in the Software), notwithstanding any failure to mark or identify it as such. The Receiving Party’s obligations under this Section 7 with respect to any Confidential Information of the Disclosing Party will terminate when and to the extent the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is independently developed by the Receiving Party without access to, or use of, Confidential Information. In addition, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (ii) required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such disclosure in writing prior to 383 Page 6 of 30 making such disclosure and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such disclosure. 8. Indemnification. 8.1. By ZOLL. ZOLL will defend, at its own expense, any action against Customer or its or any of its agents, officers, director, or employees (“Customer Parties”) brought by a third party alleging that any Software or Services infringe any U.S. patents or any copyrights or misappropriate any trade secrets of a third party, and ZOLL will pay those costs and damages finally awarded against the Customer Parties in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Customer: (a) notifying ZOLL promptly in writing of such claim or action; (b) giving ZOLL sole control of the defense thereof and any related settlement negotiations; and (c) cooperating with ZOLL and, at ZOLL’s request and expense, assisting in such defense. If any of the Software or Services become, or in ZOLL’s opinion is likely to become, the subject of an infringement claim, ZOLL may, at its sole option and expense, either: (i) procure for Customer the right to continue using such Software or Services; (ii) modify or replace such Software or Services with substantially similar software or services so that such Software or Services becomes non-infringing; or (iii) terminate this Agreement, in whole or in part. Notwithstanding the foregoing, ZOLL will have no obligation under this Section 8.1 or otherwise with respect to any infringement claim based upon: (1) use of any of the Software or Services not in accordance with this Agreement; (2) any use of any Software or Services in combination with products equipment, software, services or data not supplied by ZOLL if such infringement would have been avoided but for the combination with other products, equipment, software, services or data; (3) the failure of Customer to implement any replacements, corrections or modifications made available by ZOLL for any Software or Services including, but not limited to, any use of any release of the Software other than the most current release made commercially available by ZOLL; (4) any Customer Content; or (5) any modification of any Software or Services or use thereof by any person other than ZOLL or its authorized agents or subcontractors. This Section 8 states ZOLL’s entire liability and the exclusive remedy for any claims of infringement. 8.2. By Customer. Customer shall indemnify, defend and hold ZOLL and its agents, officers, directors and employees (the “ZOLL Parties”) harmless from and against any and all liabilities, losses, expenses, damages and claims (collectively, “Claims”) that arise out of the following except to the extent the Claims are due to the gross negligence, intentional misconduct or breach of this Agreement by the ZOLL Parties: (i) information provided to any of the ZOLL Parties by any of the Customer Parties; (ii) any of the Customer Parties’ use or misuse of any of the Software or Services, including without limitation in combination with Customer’s software or services or third party software or services; (iii) any modifications made by any of the Customer Parties to any of the Software or Services; (iv) infringement by any of the Customer Parties of any third party intellectual property right; (v) Taxes (other than taxes based on ZOLL’s net income) and any related penalties and interest, arising from the payment of the Fees or the delivery of the Software and Services to Customer; and (vi) any violation of laws or regulations, including without limitation applicable export and import control laws and regulations in the use of any of the Software or Services, by any of the Customer Parties. 9. Limitation of Liability. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT WILL ZOLL OR ITS AFFILIATES, SUBCONTRACTORS OR SUPPLIERS, OR ANY OF THEIR OFFICERS OR DIRECTORS, BE LIABLE, EVEN IF ADVISED OF THE POSSIBILITY, FOR: (i) SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), (ii) LOSS OF PROFIT, DATA, BUSINESS OR GOODWILL, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR (iii) ANY LOSSES, COSTS OR DAMAGES ASSOCIATED WITH CUSTOMER’S PRODUCTS OR OTHER ELEMENTS INCORPORATED OR USED THEREWITH WHICH WERE NOT PROVIDED BY ZOLL OR WITH RESPECT TO ANY MODIFICATIONS MADE TO THE SOFTWARE OR SERVICES OR MISUSE OF THE SOFTWARE OR SERVICES. ZOLL’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT PAID TO ZOLL BY CUSTOMER FOR THE SOFTWARE AND SERVICES PROVIDED UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. Customer acknowledges that these limitations reflect the allocation of risk set forth in this Agreement and that ZOLL would not enter into this Agreement without these limitations on its liability. Customer agrees that these limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. The remedies in this Agreement are Customer’s sole and exclusive remedies. In addition, ZOLL disclaims all liability of any kind of ZOLL’s licensors and suppliers, for third party products or services, and for the actions or omissions of Customer’s representatives. 10. Ownership. All right, title and interest, including but not limited to all existing or future copyrights, trademarks, service marks, trade secrets, patents, patent applications, know how, moral rights, contract rights, and proprietary rights, and all 384 Page 7 of 30 registrations, applications, renewals, extensions, and combinations of the foregoing, in and to the following are the exclusive property of ZOLL (or, as the case may be, its subsidiaries, licensors and suppliers): (i) ASP Services, Software, Documentation, and all proprietary technology used by ZOLL to perform its obligations under this Agreement; (ii) all software, tools, routines, programs, designs, technology, ideas, know-how, processes, techniques and inventions that ZOLL makes, develops, conceives or reduces to practice, whether alone or jointly with others, in the course of performing the Services; (iii) the fully compiled version of any of the foregoing software programs that can be executed by a computer and used without further compilation (the “Executable Code”); (iv) the human readable version of any of the foregoing software programs that can be compiled into Executable Code (the “Source Code”); and (v) all enhancements, modifications, improvements and derivative works of each and any of the foregoing (the “ZOLL Property”). If any derivative work is created by Customer from the Software or Services, ZOLL shall own all right, title and interest in and to such derivative work. Any rights not expressly granted to Customer hereunder are reserved by ZOLL (or its licensors and suppliers, as the case may be). 11. Term and Termination. 11.1. Term. The term of this Agreement (“Term”) begins on the effective date of the first Order incorporating this Agreement and continues until it is terminated. The term of each Order begins on the effective date of such Order and continues until it expires or is terminated; provided, however, that such term (and any extension thereof) shall automatically renew for an equivalent period at ZOLL’s then current list pricing unless either party notifies the other party in writing of an intent to not renew such term at least ninety (90) days prior to the expiration of such term. “Implementation Date” for any ASP Services means the earlier of (a) the date upon which the activation of such ASP Services is complete and such ASP Services are able to function as described in the warranty for such ASP Services, regardless of whether Customer uses such ASP Services or (b) one hundred eighty (180) days following the shipment of the monitor/defibrillators in connection with which such ASP Services are to be used, unless a delay in the activation of such ASP Services is caused by ZOLL, in which case the Implementation Date shall be postponed by a number of days equal to the delay that ZOLL has caused; or (c) if Customer does not use Implementation Services to activate such ASP Services, the date of the Order for such ASP Services. 11.2. Termination. Either party may terminate this Agreement or any Order without cause on thirty (30) days’ prior written notice to the other party. Either party may terminate this Agreement or any Order if the other party materially defaults in the performance of any of its obligations hereunder and fails to cure such default within twenty (20) days after written notice from the non-defaulting party. 11.3. Effects of Termination. Upon expiration or termination of this Agreement or any Order for any reason: (a) all amounts, if any, owed to ZOLL under this Agreement or the Order that has expired or been terminated (the “Expired or Terminated Document”) before such termination or expiration will become immediately due and payable; (b) Customer’s right to access the ASP Services, and all licensed rights granted, in the Expired or Terminated Document will immediately terminate and cease to exist; and (c) Customer must (i) promptly discontinue all use of any ASP Services provided under the Expired or Terminated Document (ii) erase all copies of Access Software from Customer’s computers and the computers of its customers and return to ZOLL or destroy all copies of such Access Software and related Documentation on tangible media in Customer’s possession and (iii) return or destroy all copies of the Documentation in Customer’s possession or control; (d) each party shall promptly discontinue all use of the other party’s Confidential Information disclosed in connection with the Expired or Terminated Document and return to the other party or, at the other party’s option, destroy, all copies of any such Confidential Information in tangible or electronic form. Additionally, if any Order for ASP Services is terminated by ZOLL for a material default or by Customer without cause, then Customer immediately shall pay ZOLL an early termination fee equal to the amount of (x) the Fees for such ASP Services otherwise payable during the initial term of such Order had such Order not been terminated during such term minus (y) the sum of such Fees paid by Customer to ZOLL prior to the date of termination. Upon ZOLL’s request, Customer will provide a written certification (in a form acceptable to ZOLL), certifying as to Customer’s compliance with its post-termination obligations set forth in this Section 11.3. 12. General Provisions. 12.1. Compliance with Laws. Customer shall comply with all applicable laws and regulations, and obtain required authorizations, concerning its use of the ASP Services, including without limitation if applicable all export and import control laws and regulations. Customer will not use any ASP Services for any purpose in violation of any applicable laws. ZOLL may suspend performance if Customer violated applicable laws or regulations. 12.2. Audits and Inspections. Upon written request from ZOLL, Customer shall furnish ZOLL with a certificate signed by an officer of Customer stating that the ASP Services are being used strictly in accordance with the terms and conditions of this Agreement. During the Term and for a period of six months following the termination or expiration of this Agreement, upon prior written notice, ZOLL will have the right, during normal business hours, to inspect, or have an independent audit firm inspect, Customer’s records relating to Customer’s use of the ASP Services to ensure it is in compliance with the terms of this 385 Page 8 of 30 Agreement. The costs of the audit will be paid by ZOLL, unless the audit reveals that Customer’s underpayment of Fees exceeds five percent. Customer will promptly pay to ZOLL any amounts shown by any such audit to be owing (which shall be calculated at ZOLL’s standard, non-discounted rates) plus interest as provided in Section 2 above. 12.3. Assignments. Customer may not assign or transfer, by operation of law or otherwise (including in connection with a sale of substantially all assets or equity, merger or other change in control transaction), any of its rights under this Agreement or any Order to any third party without ZOLL’s prior written consent. Any attempted assignment or transfer in violation of the foregoing will be null and void. ZOLL shall have the right to assign this Agreement or any Order to any affiliate, or to any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise, and to contract with any third party to provide part of any of the Software and Services, and to delegate performance of this Agreement or any Order to any of its subsidiaries. 12.4. U.S. Government End Users. If Customer is a branch or agency of the United States Government, the following provision applies. The Software and Documentation are composed of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and are (i) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202 1 (JUN 1995) and 227.7202 3 (JUN 1995). 12.5. Notices. All notices, consents, and approvals under this Agreement must be delivered in writing by electronic mail, courier, electronic facsimile, or certified or registered mail (postage prepaid and return receipt requested) to the other party at the address set forth in the most recent Order (or to such other address or person as from time to time provided by such party in accordance with this Section 12.5), and will be effective upon receipt or three (3) business days after being deposited in the mail as required above, whichever occurs sooner. 12.6. Governing Law and Venue; Waiver of Jury Trial. This Agreement will be governed by and interpreted in accordance with the laws of the State of California without reference to its choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. 12.7. Remedies. Except as otherwise expressly provided in this Agreement, the parties’ rights and remedies under this Agreement are cumulative. Customer acknowledges that the Software and Services are built on valuable trade secrets and proprietary information of ZOLL, that any actual or threatened breach hereof will constitute immediate, irreparable harm to ZOLL for which monetary damages would be an inadequate remedy, and that ZOLL will be entitled to injunctive relief for such breach or threatened breach. Customer further agrees to waive and hereby waives any requirement for the security or the posting of any bond in connection with such remedies. Such remedies shall not be considered to be the exclusive remedies for any such breach or threatened breach, but shall be in addition to all other remedies available at law or equity to ZOLL. 12.8. Waivers. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 12.9. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions of this Agreement will continue in full force and effect. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be. 12.10. Independent Contractors. The parties are entering into, and will perform, this Agreement as independent contractors. Nothing in this Agreement will be construed to make either party the agent of the other for any purpose whatsoever, to authorize either party to enter into any contract or assume any obligation on behalf of the other or to establish a partnership, franchise or joint venture between the parties. 12.11. Third Parties. Customer is solely responsible for, and none of the fees set forth herein shall be deemed to cover, any amounts owed to third parties in connection with the use of the ASP Services. If Customer engages a third-party provider (“Third Party Provider”) to deliver products or services, including without limitation software, integrated into or receiving data from or accessing the ASP Services (“Third Party Products or Services”), Customer represents, warrants and agrees that: (i) ZOLL shall have no liability, and makes no representation, with respect to such Third Party Products or Services; and (ii) the Third Party Provider shall not be an agent of ZOLL. To the extent the ASP Services or Software contains software owned by a third party for which ZOLL has a license agreement with a third party, the ASP Services and Software and all rights granted hereunder are expressly limited by and subject to any license agreements ZOLL may have for such software. 386 Page 9 of 30 12.12. Force Majeure. Neither party shall be liable for damages for any delay or failure of performance hereunder (other than payment obligation) arising out of causes beyond such party’s reasonable control and without such party’s fault or negligence, including, but not limited to, failure of its suppliers to timely deliver acceptable parts or services, any act or omission of Customer that interferes with or impedes ZOLL’s performance hereunder, acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures (a “Force Majeure Event”). 12.13. Entire Agreement; Amendment; No Third Party Beneficiaries; Survival. This Agreement, which may be accepted by performance, constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral, except agreements at zollonline.com. Any other representation or agreement, whether written or oral, including but not limited to any purchase order issued by Customer, shall be wholly inapplicable to the Software and Services and shall not be binding in any way on ZOLL. This Agreement may not be amended or changed or any provision hereof waived except in writing signed by both parties. Any different or additional terms in any purchase order, confirmation or similar form issued or otherwise provided by Customer but not signed by an authorized representative of ZOLL shall have no force or effect. There are no third party beneficiaries of this Agreement. Those provisions of this Agreement that may be reasonably interpreted as surviving termination of this Agreement or the survival of which is necessary for the interpretation or enforcement of this Agreement shall continue in full force and effect in accordance with their terms notwithstanding the termination hereof including, but not limited to, Section 7 (Confidentiality), Section 8 (Indemnification), Section 9 (Limitation on Liability), Section 10 (Ownership), Section 11.3 (Effects of Termination) and Section 12 (General Provisions). This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument. 13. HIPAA. This Section 13 applies if and to the extent that ZOLL creates, receives, maintains or transmits, directly or indirectly, any protected health information of Customer (“PHI”) in the course of providing Software or Services to Customer. Capitalized terms used but not defined in this Section 13 have the meanings assigned to them elsewhere in the Agreement or, if not defined therein, as defined in the Health Insurance Portability and Accountability Act of 1996 (P.L. 104 191), 42 U.S.C. Section 1320d, et seq., and regulations promulgated thereunder, as amended from time to time (such statute and regulations collectively referred to as “HIPAA”). “Covered Entity” as used herein means Customer. “Business Associate” as used herein means ZOLL. The purpose of this Section 13 is to comply with 45 C.F.R. §164.502(e) and §164.504(e), governing PHI and business associates under HIPAA 13.1. Applicability. This Section 13 applies if and to the extent that Business Associate creates, receives, maintains or transmits, directly or indirectly, any PHI in the course of providing Software or Services to Covered Entity. 13.2. Compliance and Agents. Business Associate agrees that, to the extent it has access to PHI, Business Associate will fully comply with the requirements of this Section 13 with respect to such PHI. Business Associate will ensure that every agent, including a subcontractor, of Business Associate to whom it provides PHI received from, or created or received by Business Associate on behalf of, Covered Entity will comply with the same restrictions and conditions as set forth herein. 13.3. Use and Disclosure; Rights. Business Associate agrees that it shall not use or disclose PHI except as permitted under this Agreement, and in compliance with each applicable requirement of 45 CFR Section 164.504(e). Business Associate may use or disclose the PHI received or created by it, (a) to perform its obligations under this Agreement, (b) to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in the Agreement, or (c) to provide data aggregation functions to Covered Entity as permitted by HIPAA. Further, Business Associate may use the PHI received by it in its capacity as Business Associate, if necessary, to properly manage and administer its business or to carry out its legal responsibilities. Business Associate may disclose the PHI received by it in its capacity as Business Associate to properly manage and administer its business or to carry out its legal responsibilities if: (a) the disclosure is required by law, or (b) the Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will be held confidentially and used or further disclosed only as required by law or for the purpose for which it is disclosed to the person and the person notifies Business Associate of any instances of which it is aware that the confidentiality of the information has been breached. Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under HIPAA if done by Covered Entity. 13.4. Safeguards. Business Associate agrees to develop, document, use, and keep current appropriate procedural, physical, and electronic safeguards, as required in 45 C.F.R. §§164.308 - 164.312, sufficient to prevent any use or disclosure of electronic PHI other than as permitted or required by this Agreement. 13.5. Minimum Necessary. Business Associate will limit any use, disclosure, or request for use or disclosure to the minimum amount necessary to accomplish the intended purpose of the use, disclosure, or request. 387 Page 10 of 30 13.6. Report of Improper Use or Disclosure. Business Associate shall report to Covered Entity any information of which it becomes aware concerning any use or disclosure of PHI that is not permitted by this Agreement and any security incident of which it becomes aware. Business Associate will, following the discovery of a breach of “unsecured protected health information,” as defined in 45 C.F.R. § 164.402, notify Covered Entity of such breach within 15 days. The notice shall include the identification of each individual whose unsecured protected health information has been, or is reasonably believed by Business Associate to have been, accessed, acquired, or disclosed during such breach. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of this Agreement. 13.7. Individual Access. In accordance with an individual’s right to access to his or her own PHI in a designated record set under 45 CFR §164.524 and the individual’s right to copy or amend such records under 45 CFR §164.524 and §164.526, Business Associate shall make available all PHI in a designated record set to Covered Entity to enable the Covered Entity to provide access to the individual to whom that information pertains or such individual’s representative. 13.8. Amendment of and Access to PHI. Business Associate shall make available for amendment PHI in a designated record set and shall incorporate any amendments to PHI in a designated record set in accordance with 45 CFR §164.526 and in accordance with any process mutually agreed to by the parties. 13.9. Accounting. Business Associate agrees to document such disclosures of PHI and information related to such disclosures as would be required for Covered Entity to respond to an individual’s request for an accounting of disclosures of their PHI in accordance with 45 CFR §164.528. Business Associate agrees to make available to Covered Entity the information needed to enable Covered Entity to provide the individual with an accounting of disclosures as set forth in 45 CFR §164.528. 13.10. DHHS Access to Books, Records, and Other Information. Business Associate shall make available to the U.S. Department of Health and Human Services (“DHHS”), its internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of, Covered Entity for purposes of determining the Covered Entity’s compliance with HIPAA. 13.11. Individual Authorizations; Restrictions. Covered Entity will notify Business Associate of any limitation in its notice of privacy practices, any restriction to the use or disclosure of PHI that Covered Entity has agreed to with an individual and of any changes in or revocation of an authorization or other permission by an individual, to the extent that such limitation, restriction, change, or revocation may affect Business Associate’s use or disclosure of PHI. 13.12. HITECH Act Compliance. Covered Entity and Business Associate agree to comply with the amendments to HIPAA included in the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”), including all privacy and security regulations issued under the HITECH Act that apply to Business Associate. 13.13. Breach; Termination; Mitigation. If Covered Entity knows of a pattern of activity or practice of Business Associate that constitutes a material breach or violation of Business Associate’s obligations under this Section 13, Covered Entity and Business Associate shall take any steps reasonably necessary to cure such breach and make Business Associate comply, and, if such steps are unsuccessful, Covered Entity may terminate this Agreement. Business Associate shall take reasonable actions available to it to mitigate any detrimental effects of such violation or failure to comply. 13.14. Return of PHI. Business Associate agrees that upon termination of this Agreement, and if feasible, Business Associate shall (a) return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity, that Business Associate has continued to maintain in any form or manner and retain no copies of such information or, (b) if such return or destruction is not feasible, immediately notify Covered Entity of the reasons return or destruction are not feasible, and extend indefinitely the protection of this Section 13 to such PHI and limit further uses and disclosures to those purposes that make the return or destruction of the PHI not feasible. 13.15. De-identified Health Information. Business Associate may de-identify any and all PHI and may create a “Limited Data Set” in accordance with 45 C.F.R. § 164.514(b) & (e). Covered Entity acknowledges and agrees that de-identified information is not PHI and that Business Associate may use such de-identified information for any lawful purpose. Use or disclosure of a Limited Data Set must comply with 45 CFR 164.514(e). 13.16. Survival. All representations, covenants, and agreements in or under this Section 13 shall survive the execution, delivery, and performance of this Agreement. 13.17. Further Assurances; Conflicts. Each party shall in good faith execute, acknowledge or verify, and deliver any and all documents which may from time to time be reasonably requested by the other party to carry out the purpose and intent of this Section 13. The terms and conditions of this Section 13 will override and control any 388 Page 1 of 30 expressly conflicting term or condition of the Agreement. All non-conflicting terms and conditions of the Agreement shall remain in full force and effect. Any ambiguity shall be resolved in a manner that will permit Covered Entity to comply with HIPAA. For the avoidance of doubt, a limitation on liability in the Agreement does not conflict with this Section 13. 13.18. Applicable Law. The parties acknowledge and agree that HIPAA may be amended and additional guidance or regulations implementing HIPAA may be issued after the date of the execution of this Agreement and may affect the parties’ obligations hereunder. The parties agree to take such action as is necessary to amend this Agreement from time in order as is necessary for Covered Entity to comply with HIPAA. 389 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-991 Agenda Date:12/14/2022 Version:1 Item #:18. Report regarding a resolution authorizing acceptance of a grant from the Urban Area Security Initiative in the amount of $100,000 to enhance security and access for Fire Department facilities located at 480 North Canal Street, amending the Fire Department’s operating budget for FY 22-23 via Budget Amendment 23.037, and authorizing the City Manager to enter into an agreement with the City and County of San Francisco Urban Area Security Initiative to accept FY 2022 grant funds. (Matthew Samson, Deputy Fire Chief) RECOMMENDATION It is recommended that the City Council adopt a resolution accepting a grant from the Urban Area Security Initiative in the amount of $100,000 to enhance security and access for Fire Department facilities located at 480 North Canal Street and amend the Fire Department’s operating budget for FY 22 -23 via Budget Amendment 23.037. BACKGROUND/DISCUSSION In 2021, Fire Department personnel applied for station security enhancements through the Urban Area Security Initiatives Grant Program (UASI) focusing on the program’s priorities of hardening public safety infrastructure. The building located at 480 North Canal was repurposed in 2005 to support current Fire Station 61 and Fire Administration. Major improvements were made to the facility including the installation of new access points on both the east and west driveways. Both access points are utilized numerous times a day and have deteriorated over time. Additionally, these access points do not meet the security standards of modern public safety facilities including the technology to monitor access activity. Fire Department staff has identified the need for enhanced security at Fire Station 61, Fire Administration, and the Emergency Operations Center (EOC) as standards for public safety infrastructure continue to evolve. This includes reinforced access points and digital entry management. Fire Department also recognizes the benefit of utilizing similar systems already in use by other city departments including Public Works and the Police Departments. Grant funds were requested and approved to replace the east and west gates along with installation of electronic access readers allowing for the entry of vehicles onto the property and department members into the facilities. Using citywide systems in place, we can allow access to City staff during EOC activation, maintenance and servicing of facilities and other City events. FISCAL IMPACT Acceptance of grant funds do not require City matching funds. Approval of BA23.037 will increase the Fire Department operating budget in the amount of $100,000. Expenses associated with this grant will be reimbursed to South San Francisco and it is expected that there will not be an impact the general fund. RELATIONSHIP TO STRATEGIC PLAN City of South San Francisco Printed on 12/9/2022Page 1 of 2 powered by Legistar™390 File #:22-991 Agenda Date:12/14/2022 Version:1 Item #:18. This request is in alignment with Priority 5, Financial Stability in that it ensures a thriving and resilient city economy by responsible stewardship of City funds. CONCLUSION It is recommended that City Council adopt a resolution accepting an Urban Area Security Initiative grant in the amount of $100,000 to enhance security and access for Fire Department facilities located at 480 North Canal Street; approving budget amendment BA23-037 to the Fire Department operating budget in the amount of $100,000 and authorizing the City Manager to enter into an agreement with the City and County of San Francisco Urban Area Security Initiative accepting FY 2022 grant funds. City of South San Francisco Printed on 12/9/2022Page 2 of 2 powered by Legistar™391 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-992 Agenda Date:12/14/2022 Version:1 Item #:18a. Resolution authorizing acceptance of a grant from the Urban Area Security Initiative in the amount of $100,000 to enhance security and access for Fire Department facilities located at 480 North Canal Street, amending the Fire Department’s operating budget for FY 22-23 via Budget Amendment 23.037, and authorizing the City Manager to enter into an agreement with the City and County of San Francisco Urban Area Security Initiative to accept FY 2022 grant funds. WHEREAS, in 2005, the building located at 480 North Canal was repurposed and improved to support current Fire Station 61 and Fire Administration operations, including access points to the station which are utilized numerous times a day; and WHEREAS, these access points have deteriorated over time and do not meet current security standards of modern public safety facilities including the technology to monitor access activity; and WHEREAS, the South San Francisco Fire Department (“SSFFD”) has identified the need for enhanced security at Fire Station 61, Fire Administration, and the Emergency Operations Center (EOC) as standards for public safety infrastructure continue to evolve, including reinforced access points and digital entry management; and WHEREAS, in 2021 the South San Francisco Fire Department (SSFFD) applied for, and was granted, a station security enhancements grant through the Urban Area Security Initiatives Grant Program (UASI) for purposes of hardening public safety infrastructure; and WHEREAS, the SSFFD now wishes to use those grant funds to address the identified needs at Fire Station 61, Fire Administration, and the EOC. NOW THEREFORE,BE IT RESOLVED,by the City Council of the City of South San Francisco (“City”)that the City Council hereby accepts $100,000 in grant funding from the Urban Area Security Initiative to enhance security and access for Fire Department facilities located at 480 North Canal Street. BE IT FURTHER RESOLVED,that the City Council amends the Fire Department’s operating budget for FY 2022-2023 via Budget Amendment 23.037 to reflect an increase of $100,000. BE IT FURTHER RESOLVED,that the City Council hereby authorizes the City Manager to execute the agreement with the City and County of San Francisco Urban Area Security Initiative to accept FY 2022 grant funds,attached herein as Exhibit A,and take any other actions necessary to carry out the intent of this resolution on behalf of the City Council, subject to approval as to form by the City Attorney. ***** City of South San Francisco Printed on 12/9/2022Page 1 of 1 powered by Legistar™392 393 394 395 396 397 398 399 400 401 402 403 404 405 406 407 408 409 410 411 412 413 414 415 416 417 418 419 420 421 422 423 424 425 426 427 428 429 430 431 432 433 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-971 Agenda Date:12/14/2022 Version:1 Item #:19. Report regarding an ordinance repealing current Building Code regulations under Title 15 of the South San Francisco Municipal Code and adopting by reference the 2022 California Building Standards Codes with certain local amendments. (Phillip Perry, Chief Building Official) RECOMMENDATION Staff recommends that the City Council waive reading and adopt an Ordinance approving the proposed amendments to Title 15 -Buildings and Construction Code and Adopting by reference the 2022 California Building Standards Code with local amendments. BACKGROUND/DISCUSSION The City Council previously waived reading and introduced the following ordinance.The ordinance is now ready for adoption. Ordinance repealing and replacing Chapters 15.06,15.08,15.10,15.12,15,14 15.16,15.20,15.22, 15.24,15.26,15.32,15.34 and 15.36 of the South San Francisco Municipal Code.Adding Chapters 15.06,15.08,15.10,15.12,15.14,15.16,15.20,15.22,15.24,15.26,15.32,15.34,15.36,and making findings and adopting by Reference the 2022 Editions of the California Administrative,Building Code with Appendix G,H,I,Residential Code with Appendix AK,Electrical,Mechanical,Plumbing Appendix I,Energy,Historical Building,Fire with Appendices 4,B,BB,C,CC,D,E,F,G,H,I,N and O,Existing Building,Green Building Code,Referenced Standards Codes,2022 Editions, respectively,and the International Property Maintenance Code,2021 Edition,with certain local amendments. This item was introduced at the November 9,2022,City Council Meeting and was unanimously approved 5-0. Due to some clerical inaccuracies regarding code section references,modifications were necessary to the ordinance after introduction to correct the numberings. These clarifications are as follows: Section 15.08.040 Moved Buildings and Temporary Structures Section 3410.2 changed to section 1.8.10.3 Section 15.08.050 Spark Arresters Section 1510.7 changed to R908.7 Section 15.14.050 Spark Arresters Section R907.7 changed to Section R908.7 This ordinance is now ready for adoption with these minor clerical corrections. City of South San Francisco Printed on 12/9/2022Page 1 of 1 powered by Legistar™434 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-1053 Agenda Date:12/14/2022 Version:1 Item #:19a. Ordinance repealing Chapters 15.06 (California Administrative Code),15.08 (California Building Code),15.10 (International Property Maintenance Code,2018 Edition),15.12 (California Plumbing Code),15.14 (California Residential Code),15.16 (California Mechanical Code),15.20 (California Electrical Code),15.22 (California Green Building Standards Code),15.24 (California Fire Code),15.26 (California Energy Code),15.32 (California Historical Building Code),15.34 (California Existing Building Code),and 15.36 (California Referenced Standards Code)of the South San Francisco Municipal Code and making findings,adopting by reference,making local amendments to the 2022 Edition of the California Building Standards Code,California Code of Regulations,Title 24,parts 1,2,2.5,3,4,5,6,8,9,10,11,12 and International Property Maintenance Code, 2021 Edition. WHEREAS,the 2022 California Building Standards Code has been amended and adopted by the California Building Standards Commission under Title 24 of the California Code of Regulations (“CCR”); and WHEREAS,pursuant to Health and Safety Code sections 17950 et seq.and 18935 et seq.,local jurisdictions must adopt the Building Standards Code for local enforcement within 180 days after Title 24 of CCR is published; and WHEREAS,the City of South San Francisco (“City”)wishes to adopt building and fire code regulations in accordance with law and to use the most updated regulations in the processing of development and fire protection within the City; and WHEREAS,Government Code §50022.2 authorizes cities to enact ordinances adopting any code by reference and further authorizes cities to adopt a code,the adoption of which is expressly required or permitted as a condition of compliance with a state statute,by reference without complying with the procedures and requirements typically required for adopting codes by reference; and WHEREAS,California Health and Safety Code Sections 17958.5 and 17958.7 authorizes local jurisdictions to make necessary changes or modifications to the provisions of the Building Standards Code upon finding such changes are necessary to due to local climatic, geologic, and topographic conditions; and WHEREAS,notice of this ordinance was published in accordance with Government Code Sections 36931 et seq.and 6066;and that such notice was sufficient to give notice to interested persons of the purpose of the ordinance and the subject matter thereof,and all legal prerequisites prior to the adoption of this ordinance have occurred; and WHEREAS,because of the City’s unique climatic,geologic,and topographic conditions,the City desires to make amendments and additions to the building and fire code regulations, as set forth herein; and WHEREAS,pursuant to California Health and Safety Code sections 18941.5 and 17958,the City Council of the City of South San Francisco hereby finds that the amendments adopted herein are reasonably necessary because of local climatic, geologic, and topographic conditions; and City of South San Francisco Printed on 12/9/2022Page 1 of 24 powered by Legistar™435 File #:22-1053 Agenda Date:12/14/2022 Version:1 Item #:19a. WHEREAS,in accordance with Health and Safety Code Section 17958.7,the City Council hereby finds that the findings attached and incorporated as Exhibit A are applicable to the modifications described in this Ordinance; and WHEREAS,prior to the effective date of this ordinance,the City Clerk shall file a copy of this ordinance, including the findings, with the California Building Standards Commission. NOW THEREFORE, the City Council of the City of South San Francisco does hereby ordain as follows: SECTION 1 Findings The City Council of the City of South San Francisco finds that in order to best protect the health,safety and welfare of the citizens of the City of South San Francisco,the standards of building within the City must conform to state law except where local climatic,geological,and topographic conditions warrant more restrictive regulations.Therefore,the City Council is to adopt the current state building codes,contained in the 2022 California Building Standards Code,and other codes governing the construction and regulation of buildings, structures, and fire protection, with the modifications, additions and amendments contained herein. Pursuant to California Health and Safety Code Section 17958.7,the City Council makes the factual findings set forth in “Exhibit A”attached hereto and incorporated herein by reference,and finds that the amendments made in this ordinance to the 2022 California Building Standards Code,codified in the California Code of Regulations,Title 24,Parts 1,2,2.5,3,4,5,6,8,9,10,11,12,and International Property Maintenance Code, 2021 Edition,are reasonably necessary because of the local climatic,geological or topographical conditions described in Exhibit A. SECTION 2 Repeal Chapters 15.06,15.08,15.10,15.12,15.14,15.16,15.20,15.24,15.26,15.32,15.34 and 15.36 of the South San Francisco Municipal Code are hereby repealed in their entirety.This repeal shall not affect or prevent the prosecution or punishment of any person for any act done or omitted in violation of this chapter prior to the effective date of this ordinance. SECTION 3 Adoption of the California Building Standards Code SECTION 3. A Adopt Chapter 15.06 - California Administrative Code Chapter 15.06 of the South San Francisco Municipal Code,entitled “California Administrative Code”is hereby added to read as follows: Section 15.06.010 California Administrative Code, 2022 Edition, adopted by reference. The California Administrative Code,2022 Edition,published by the International Code Council,is hereby adopted by reference as the California Administrative Code for building codes of the City of South San Francisco, and may be cited as such. City of South San Francisco Printed on 12/9/2022Page 2 of 24 powered by Legistar™436 File #:22-1053 Agenda Date:12/14/2022 Version:1 Item #:19a. SECTION 3. B Adopt Chapter 15.08 - California Building Code Chapter 15.08 of the South San Francisco Municipal Code,entitled “California Building Code”is hereby added to read as follows: Section 15.08.010 California Building Code Vols. 1 and 2, adopted by reference Section 15.08.020 Amendments, General. Section 15.08.030 Concrete Slab Design. Section 15.08.040 Moved Buildings and Temporary Structures. Section 15.08.050Spark Arresters. Section 15.08.010 California Building Code Vols. 1 and 2, adopted by reference The California Building Code Volumes 1 and 2,2022 Edition,and Appendixes G,H,I published by the International Code Council,and as modified by the amendments,additions and deletions set forth hereinafter,is hereby adopted by reference as the California Building Code of the City of South San Francisco and may be cited as such. Section 15.08.020 Amendments, General. Set forth below are the amendments,additions,and deletions to the 2022 California Building Code,Volume 1 and 2. Chapter, section and table numbers used herein are those of the California Building Code. Section 15.08.030 Concrete Slab Design. Section 1907.1.2 Slab on Grade is added to read as follows: New concrete slabs supported directly on the ground within the foundation perimeter and used as a finished floor, or as a base for other floor finishes shall meet the following requirements: 1.Steel reinforcement equivalent to no.3 deformed steel bars at 18 inches on center each way placed approximately mid-depth within the concrete slab.Blocks or chairs shall be provided in order to maintain the reinforcement in the center of the slab. Section 15.08.040 Moved Buildings and Temporary Structures. Section 1.8.10.3 Moved Buildings is added to read as follows: Buildings or structures moved into or within the jurisdiction shall comply with the provisions of this code for new buildings or structures.In addition to all other requirements of the building code relative to the moving of buildings and structures,no permit for the moving of a building or structure shall be granted until the applicant has filed with the Chief Building Official the following items: 1.A performance bond in favor of the city,of not less than one thousand dollars ($1,000.00)nor more than one hundred thousand dollars ($100,000.00),as the Chief Building Official may determine,shall be conditioned to require the applicant to strictly comply with all conditions and provisions of this chapter,and of any provision of the municipal code relating to the moving of buildings or structures,and of any order,rule or regulation which may be hereafter passed or adopted by the City Council.The applicant also shall be required to pay any City of South San Francisco Printed on 12/9/2022Page 3 of 24 powered by Legistar™437 File #:22-1053 Agenda Date:12/14/2022 Version:1 Item #:19a. hereafter passed or adopted by the City Council.The applicant also shall be required to pay any and all damages to any fence,hedge,tree,pavement,sidewalk,street,curb,gas,sewer or water pipe,electric wire or pole supporting the same,or to any public or private property which may result from moving the building or structure; and 2.An undertaking to indemnify,defend and hold harmless the city and its elective officers, agents and employees against all liabilities,claims,actions,judgments,cost or any expense which may for any reason arise out of the issuance of said permit or moving of such buildings or structures. All removals made under any permit granted for such moving shall be done over and along only the street or streets designated in such permit,and at the times therein specified,and shall be done in a careful manner to the satisfaction of the Chief Building Official, and the Public Works Director/City Engineer. No person owning or having charge of the removal of any building or structure being moved over any street, shall permit such building or structure to be,or stand,on any street within the limits of any one block for a period of more than twenty-four (24) hours. No person owning or having charge of the removal of any building or structure being moved over any street, shall allow or cause injury to any fence,hedge,tree,pavement,street,sidewalk,curb,gas pipe,water pipe, sewer pipe,electric wire or pole supporting same,or any other public or private property by reason of such removal. Temporary structures such as reviewing stands and other miscellaneous structures,sheds,construction trailers,canopies or fences used for the protection of the public and/or in conjunction with construction work may be erected by special permit from the Chief Building Official for a limited period of time.Such buildings or structures need not comply with the type of construction or fire-resistive time periods required by this code. Temporary buildings or structures shall be completely removed upon the expiration of the time limit stated in the permit. Section 15.08.050 Spark Arresters. Section R908.7 Spark Arresters Required is added to read as follows: Chimneys attached to any appliance or fireplace that burns solid fuel shall be equipped with an approved spark arrester.The net free area of the spark arrester shall not be less than four times the net free area of the outlet of the chimney.The spark arrester screen shall be heat and corrosion resistant equivalent to 12 gage wire,19-gage galvanized or 24-gage stainless steel.Openings shall not permit the passage of spheres having a diameter larger than ½ inch and shall not block the passage of spheres having a diameter of less than 3/8 inch. SECTION 3.C Adopt Chapter 15.10 - International Property Maintenance Code. Chapter 15.10 of the South San Francisco Municipal Code,entitled “International Property Maintenance Code” is hereby added to read as follows: Section 15.10.010 International Property Maintenance Code, 2018 Edition, adopted by reference. Section 15.10.020 Amendments, General. City of South San Francisco Printed on 12/9/2022Page 4 of 24 powered by Legistar™438 File #:22-1053 Agenda Date:12/14/2022 Version:1 Item #:19a. Section 15.10.030 Authority. Section 15.10.040 Violations. Section 15.10.050 Penalties. Section 15.10.010 International Property Maintenance Code, adopted by reference. The International Property Maintenance Code,2021 Edition,and published by the International Code Council is hereby adopted by reference as the International Property Maintenance Code of the City of South San Francisco and may be cited as such. Section 15.10.020 Amendments, General. Set forth below are the additions accompanying the adoption of International Property Maintenance Code,2022 Edition. Chapter, to the South San Francisco Municipal Code. Section 15.10.030 Authority. The Building Official and the Fire Chief,or the designee of the City Manager are hereby authorized and directed to enforce all provisions of this code.For such purposes the Building Official shall have the powers of a law enforcement officer. In conflicts of interpretation on technical issues the Building Official shall govern. Section 15.10.040 Violations. It shall be unlawful for any person,firm or corporation to erect,construct,enlarge,alter,repair,move,improve, remove,convert,or demolish,equip,use,occupy or maintain any building,structure or service equipment or cause or permit the same to be done in violation of provisions of this code.Each day during any portion of which any violation is committed or continued by any person,firm or corporation shall constitute a separate offense and shall be punishable as herein provided. Section 15.10.050 Penalties. Any person,firm or corporation who shall violate a provision of this code,or fail to comply therewith,or with any of the requirements thereof, shall be prosecuted within the limits provided by stated or local laws. SECTION 3. D Adopt Chapter 15.12 - California Plumbing Code Chapter 15.12 of the South San Francisco Municipal Code,entitled “California Plumbing Code”is hereby added to read as follows: Section 15.12.010 California Plumbing Code, 2022 Edition, adopted by reference. The California Plumbing Code,2022 Edition,and Appendix I,published by the International Association of Plumbing and Mechanical Officials,is hereby adopted by reference as the California Plumbing Code of the City of South San Francisco, and may be cited as such. SECTION 3. E Adopt Chapter 15.14 - California Residential Code Chapter 15.14 of the South San Francisco Municipal Code,entitled “California Residential Code”is hereby City of South San Francisco Printed on 12/9/2022Page 5 of 24 powered by Legistar™439 File #:22-1053 Agenda Date:12/14/2022 Version:1 Item #:19a. Chapter 15.14 of the South San Francisco Municipal Code,entitled “California Residential Code”is hereby added to read as follows: Section 15.14.010 California Residential Code, 2022 Edition, adopted by reference. Section 15.14.020 Amendments, General. Section 15.14.030 Concrete Slab Design Section 15.14.040 Moved Buildings and Temporary Structures Section 15.14.050 Spark Arresters Section 15.14.060 Excavation and Grading Section 15.14.070 Work Hours Section 15.14.080 Amendments to Appendix K Section 15.14.090 Definitions Section 15.14.010 California Residential Code Part 2.5, 2022 Edition, adopted by reference. The California Residential Code Part 2.5,2022 Edition,and Appendixes AH,AK published by the International Code Council,and as modified by the amendments,additions and deletions set forth hereinafter,is hereby adopted by reference as the California Residential Code of the City of South San Francisco and may be cited as such. Section 15.14.020 Amendments, General Set forth below are the amendments,additions and deletions to the 2022 California Residential Code,Part 2.5, 2022 Edition. Chapter, section, and table numbers used herein are those of the California Residential Code. Section 15.14.030 Concrete Slab Design Section R506.3 Slab on Grade in Conditioned Areas is added to read as follows: New concrete slabs supported directly on the ground and used as a finished floor or as a base for other floor finishes in conditioned rooms shall meet the following requirements: 1.Steel reinforcement equivalent to no.3 deformed steel bars at 18 inches on center each way placed approximately mid-depth within the concrete slab.Blocks or chairs shall be provided in order to maintain the reinforcement in the center of the slab. Section 15.14.040 Moved Buildings and Temporary Structures Section 1.8.10.3 Moved Structures is added to read as follows: Buildings or structures moved into or within the jurisdiction shall comply with the provisions of this code for new buildings or structures.In addition to all other requirements of the building code relative to the moving of buildings and structures,no permit for the moving of a building or structure shall be granted until the applicant has filed with the Chief Building Official: 1.A performance bond in favor of the city,of not less than one thousand dollars ($1,000.00)nor more than one hundred thousand dollars ($100,000.00),as the Chief Building Official may determine,shall be conditioned to require the applicant to strictly comply with all conditions and provisions of this chapter,and of any provision of the municipal code relating to City of South San Francisco Printed on 12/9/2022Page 6 of 24 powered by Legistar™440 File #:22-1053 Agenda Date:12/14/2022 Version:1 Item #:19a. conditions and provisions of this chapter,and of any provision of the municipal code relating to the moving of buildings or structures,and of any order,rule or regulation which may be hereafter passed or adopted by the City Council.The applicant also shall be required to pay any and all damages to any fence,hedge,tree,pavement,sidewalk,street,curb,gas,sewer or water pipe,electric wire or pole supporting the same,or to any public or private property which may result from moving the building or structure. 2.An undertaking to indemnify,defend and hold harmless the city and its elective officers, agents and employees against all liabilities,claims,actions,judgments,cost or any expense which may for any reason arise out of the issuance of said permit or moving of such buildings or structures. All removals made under any permit granted for such moving shall be done over and along only the street or streets designated in such permit,and at the times therein specified,and shall be done in a careful manner to the satisfaction of the Chief Building Official, Superintendent of Public Works and the City Engineer. No person owning or having charge of the removal of any building or structure being moved over any street, shall permit such building or structure to be,or stand,on any street within the limits of any one block for a period of more than twenty-four (24) hours. No person owning or having charge of the removal of any building or structure being moved over any street, shall allow or cause injury to any fence,hedge,tree,pavement,street,sidewalk,curb,gas pipe,water pipe, sewer pipe,electric wire or pole supporting same,or any other public or private property by reason of such removal. Section 15.14.050 Spark Arresters Section R908.7 Spark Arresters Required is added to read as follows: Upon completion of a reroofing project,an approved spark arrestor meeting the criteria as set forth in section R1003.9.2 shall be installed on any chimney attached to an appliance or fireplace that burns solid fuel. Section 15.14.060 Excavation and Grading See the California Building Code, Volume 2, 2022 Edition. Section 15.14.070 Work Hours Section 1.8.10.4 Work Hours is added to read as follows: No construction,delivery,servicing or operation of tool and equipment,shall be conducted on weekdays between the hours of 7:00 p.m.and 7:00 a.m.,on Saturdays between the hours of 8:00 p.m.and 9:00 a.m.,and on Sundays and holidays between the hours of 6:00 p.m. and 10:00 a.m. Section 15.14.080 Amendments to Appendix AK Section AK102.1 is amended to read as follows: Section AK102 Air-Borne Sound. City of South San Francisco Printed on 12/9/2022Page 7 of 24 powered by Legistar™441 File #:22-1053 Agenda Date:12/14/2022 Version:1 Item #:19a. Section AK102.1 General: Amended Walls,partitions,and floor-ceiling assemblies separating dwelling units from each other or from public or service areas shall have a sound transmission class (STC)of not less than 50 (45 if field tested)for air-borne noise when tested in accordance with ASTM E 90.Penetrations or openings in construction assemblies for piping,electrical devices,recessed cabinets,bathtubs,soffits,or heating,ventilating or exhaust ducts shall be sealed,lined,insulated,or otherwise treated to maintain the required ratings.This requirement shall not apply to dwelling unit entrance doors; however, such doors shall be tight fitting to the frame and sill. Section AK103.1 is amended to read as follows: Section AK103 Structural-Borne Sound. Section AK103.1 General: Amended. Floor-ceiling assemblies between dwelling units or between a dwelling unit and a public or service area within the structure shall have an impact insulation class (IIC)rating of not less than 50 (45 if field tested)when tested in accordance with ASTM E 492. Section 15.14.090 Definitions Section 202,Definitions: *Newly constructed residential buildings:newly constructed residential buildings as defined shall include a construction project where an alteration includes “renovations”to residential buildings where either:(1) replacement of over 50%of the existing foundation for purposes other than a repair or reinforcement as defined in California Existing Building Code Section 202;or (2)When over 50%of the existing framing above the sill plate is removed or replaced for purposes other than repair.If either of these criteria are met within a 3-year period,measured from the date of the most recent previously obtained permit final date,that structure is considered new construction. SECTION 3. F Adopt Chapter 15.16 - California Mechanical Code Chapter 15.16 of the South San Francisco Municipal Code,entitled “California Mechanical Code”is hereby added to read as follows: Section 15.16.010 California Mechanical Code, 2022 Edition, adopted by reference. The California Mechanical Code,2022 Edition,published by the International Association of Plumbing and Mechanical Officials,is hereby adopted by reference as the California Mechanical Code of the City of South San Francisco, and may be cited as such. SECTION 3. G Adopt Chapter 15.20 - California Electrical Code Chapter 15.20 of the South San Francisco Municipal Code,entitled “California Electrical Code”is hereby added to read as follows: City of South San Francisco Printed on 12/9/2022Page 8 of 24 powered by Legistar™442 File #:22-1053 Agenda Date:12/14/2022 Version:1 Item #:19a. Section 15.20.010 California Electrical Code, 2022 Edition, adopted by reference. The California Electrical Code,2022 Edition,published by the National Fire Protection Association,is hereby adopted by reference as the California Electrical Code of the City of South San Francisco,and may be cited as such. SECTION 3.H Adopt Chapter 15.22 - California Green Building Code Chapter 15.22 of the South San Francisco Municipal Code,entitled “California Green Building Code”is hereby added to read as follows: Section 15.22.010 California Green Building Code, 2022 Edition, adopted by reference. The California Green Building Standards Code,2022 Edition,published by the California Building Standards Commission,is hereby adopted by reference as the California Green Building Standards Code 2022 Edition of the City of South San Francisco, and may be cited as such. SECTION 3. I Adopt Chapter 15.24 - California Fire Code Chapter 15.24 of the South San Francisco Municipal Code,entitled “California Fire Code”is hereby added to read as follows: 15.24.010 California Fire Code, 2022 Edition, adopted by reference. 15.24.020 Amendments, Additions, and Deletions. 15.24.010 California Fire Code, 2022 edition, adopted by reference. The California Fire Code 2022 Edition,as published by the California Building Standards Commission Chapters 1 -80 with Appendices 4,B,BB,C,CC,D,E,F,G,H,I,N,and O,as modified by the amendments, additions and deletions set forth hereinafter,is hereby adopted by reference as the California Fire Code 2022 Edition of the City of South San Francisco and may be cited as such. 15.24.020 Amendments, Additions, and Deletions. Set forth below are the amendments, additions, and deletions to the California Fire Code. For purposes of citation,the amended sections of the 2022 California Fire Code,including the appendices identified,are renumbered by adding 15.24.before each section of the California Fire Code (e.g.,Sections 101.1 and 5001.1 of the California Fire Code shall be cited respectively as Sections 15.24.101.1 and 15.24.5001.1 of this code).Sections,subsections,paragraphs,and texts not amended are not included below and shall remain in full force and effect. CHAPTER 1 SCOPE AND ADMINISTRATION California Fire Code, Section 101.1 is amended to read as follows: [A]101.1 Title.These regulations shall be known as the Fire Code of the City of South San Francisco, hereinafter referred to as “this code.” California Fire Code, Section 101.6 is added to read as follows: 101.6 Policy manual.The South San Francisco Fire Department Fire prevention Policy Manual shall serve as a supplemental instruction and interpretation manual for this code and is hereby adopted by reference. City of South San Francisco Printed on 12/9/2022Page 9 of 24 powered by Legistar™443 File #:22-1053 Agenda Date:12/14/2022 Version:1 Item #:19a. as a supplemental instruction and interpretation manual for this code and is hereby adopted by reference. The fire code official is responsible to amend this manual as necessary to maintain current instruction and interpretations.The information contained in the policy manual shall not be construed to make new code requirements not authorized by this ordinance. California Fire Code, Section 103.1 is amended to read as follows: [A]103.1 Creation of agency.The South San Francisco Fire Department Fire Prevention Division is hereby created and the official in charge thereof shall be known as the fire code official.The function of the agency shall be the implementation, administration, and enforcement of the provisions of this code. California Fire Code, Section 105.5 is amended to read as follows: 105.5 Required operational permits.The fire code official is authorized to issue operational permits for operations set forth in Sections 105.5.1 through 105.5.55. California Fire Code, Section 105.5.33 is amended to read as follows: 105.5.33 Motor fuel dispensing.An operational permit is required for the operation for the fueling of motor vehicles including automotive, marine, and fleets at fixed facilities and through mobile operations. California Fire Code, Section 105.5.55 is added to read as follows: 105.5.55 Local permits.In addition to the permits required by section 105.5,the following operational permits shall be obtained from the Fire Prevention Division prior to engaging in the following activities, operations, practices, or functions: 1.Care facilities. An operational permit is required to operate a care facility as listed: 1.1.Child care center as defined in California Building Code Section 202. 1.2.Residential care facility for the elderly having seven (7)or more residents as defined in California Building Code Section 202. Residential or commercial institutional care facility,occupancies complying with Health and Safety Code Section 13235 are exempt. 2.Emergency responder communication coverage system.An operational permit is required to operate an emergency responder communication coverage system. 3.Fire alarm system.An operational permit is required to operate a manually,and/or automatically actuated fire alarm system in any building. Exception: one and two-family dwellings. 4.Fuel cell power systems.An operational permit is required for stationary fuel cell power systems regulated in Sections 1206. 5.Group R-1 &R-2 residential occupancies.An operational permit is required to operate a Group R-1 or R-2 occupancy as described in California Building Code Section 310. 6.High-rise occupancy.An operational permit is required to operate a high-rise building as defined in California Building Code Section 202. 7.Holiday tree sales lot.A temporary operational permit is required to operate a holiday tree lot for the seasonal sales of natural cut trees. California Fire Code, Section 112.4 is amended to read as follows: [A]112.4 Violation penalties.Persons who shall violate a provision of this code or shall fail to comply with any of the requirements thereof or who shall erect,install,alter,repair,or do work in violation of theCity of South San Francisco Printed on 12/9/2022Page 10 of 24 powered by Legistar™444 File #:22-1053 Agenda Date:12/14/2022 Version:1 Item #:19a. with any of the requirements thereof or who shall erect,install,alter,repair,or do work in violation of the approved construction documents or directive of the fire code official,or of a permit or certification used under provisions of this code shall be guilty of a misdemeanor,punishable by a fine of not more than 1,000 dollars or by imprisonment not exceeding six months or both such fine and imprisonment.Each day that a violation continues after due notice has been served shall be deemed a separate offense. CHAPTER 2 DEFINITIONS California Fire Code, Section 202, General Definitions is amended to add or amend the following. ALL-WEATHER,HARD-SURFACE.A surface designed to carry the imposed weight loads of fire apparatus (Minimum 80,000 pounds)and a minimum surface finish of one layer of asphalt,concrete,or engineered concrete pavers. [BG]HIGH-RISE BUILDING.In other than Group I-2 occupancies,“high-rise buildings”as used in this code: Existing high-rise structure.A high-rise structure,the construction of which is commenced or completed prior to July 1, 1974. High-rise structure.Every building of any type of construction or occupancy having floors used for humane occupancy located more than 75 feet above the lowest level of fire department vehicle access (see California Building Code Section 403),except buildings used as hospitals as defined in Health and Safety Code Section 1250. New high-rise building.A high-rise structure,the construction of which is commenced on or after July 1, 1974.For the purpose of this section,construction shall be deemed to have commenced when plans and specifications are more than 50 percent complete and have been presented to the local jurisdiction prior to July 1,1974.Unless all provisions of this section have been met,the construction of such buildings shall commence on or before January 1, 1976. New high-rise structure.A high-rise structure,the construction of which is commenced on or after July 1, 1974. NEWLY CONSTRUCTED RESIDENTIAL BUILDINGS.Newly constructed residential buildings as defined shall include a construction project where an alteration includes “renovations”to residential buildings where either:(1)replacement of over 50%of the existing foundation for purposes other than a repair or reinforcement as defined in California Existing Building Code Section 202;or (2)When over 50% of the existing framing above the sill plate is removed or replaced for purposes other than repair.If either of these criteria are met within a 3-year period,measured from the date of the most recent previously obtained permit final date, that structure is considered new construction. NUISANCE ALARM.An unwarranted or preventable alarm caused by mechanical failure,malfunction, improper installation or lack of proper maintenance,system servicing testing,construction activities, ordinary household activities,false alarm,other cause when no such danger exists,or an alarm activated by a cause that cannot be determined. SUPERVISING STATION.An approved UL listed,Type A,Full Service Central Station Service facility that receives signals and at which personnel are in attendance at all times to respond to these signals. City of South San Francisco Printed on 12/9/2022Page 11 of 24 powered by Legistar™445 File #:22-1053 Agenda Date:12/14/2022 Version:1 Item #:19a. CHAPTER 4 EMERGENCY PLANNING AND PREPAREDNESS California Fire Code, Section 401.3.2.1 is added to read as follows: 401.3.2.1 Nuisance alarm notification.Notification of emergency responders based on a nuisance alarm may be punishable by a fine in accordance with the adopted fee schedule or ordinance.In addition,the responsible party may be liable for the operational and administrative costs,incurred from the emergency response or mitigation procedures resulting from a nuisance alarm notification. California Fire Code, Section 401.3.2.2 is added to read as follows: 401.3.2.2 Multiple nuisance alarm activations.Any occupancy that has more than three nuisance alarms, causing emergency response within a 12-month fiscal calendar year period (July 1 through June 30)may be required to modify,repair,upgrade or replace their system and/or monitoring station as determined by the fire code official. California Fire Code, Section 402.1 is amended to add the following: NUISANCE ALARM California Fire Code, Section 403.1 is amended to read as follows: 403.1 General.In addition to the requirements of Section 401,occupancies,uses and outdoor locations shall comply with emergency preparedness requirements set forth in Sections 403.2,403.4 through 403.4.4, 403.9.2.1.1,403.10.6 through 403.13.Where a fire safety and evacuation plan is required by Section 403.2 through 403.10.6,evacuation drills shall be in accordance with Section 405 and employee training shall be in accordance with Section 406. California Fire Code, Sections 403.3 is deleted. California Fire Code, Sections 403.5 through 403.9.2.1 are deleted. California Fire Code, Sections 403.9.2.1.2 through 403.10.5 are deleted. CHAPTER 5 FIRE SERVICE FEATURES California Fire Code, Section 505.1 is amended to read as follows: 505.1 Address identification.New and existing buildings shall be provided with approved illuminated or other approved means of address identification.The address identification shall be legible and placed in a position that is visible from the street or road fronting the property.Address identification characters shall contrast with their background.Address numbers shall be Arabic numerals or alphabetic letters.Numbers shall not be spelled out.Each character shall be not less than 4 inches high with a minimum stroke width of ½inch.Where required by the fire code official, address identification shall be provided in additional approved locations to facilitate emergency response.Where access is by means of a private road and the building cannot be viewed from the public way or when determined by the fire code official,a monument,pole,or other approved illuminated sign or other approved means shall be used to identify the structure.Address identification shall be maintained. California Fire Code, Section 507.5.1.1 is amended to read as follows: 507.5.1.1 Hydrant for fire department connections.Buildings equipped with a water-based fire City of South San Francisco Printed on 12/9/2022Page 12 of 24 powered by Legistar™446 File #:22-1053 Agenda Date:12/14/2022 Version:1 Item #:19a. 507.5.1.1 Hydrant for fire department connections.Buildings equipped with a water-based fire protection system installed in accordance with Section 903 through 905 shall have a fire hydrant within 100 feet of the fire department connections, or as approved by the fire code official. (Also see Section 912.2). Exception:The distance shall be permitted to exceed 100 feet (30 480 mm)where approved by the fire code official. California Fire Code, Section 508.1 is amended to read as follows: 508.1 General.When required by other sections of this code and in all buildings four or more stories in height,and all buildings classified as high-rise buildings by the California Building Code and Group I-2 occupancies having occupied floors located more than 75 feet above the lowest level of fire department vehicle access,and buildings with a fire pump,and in all F-1 and S-1 occupancies with a building foot print greater than 500,000 square feet,a fire command center for fire department operations shall be provided and shall comply with Sections 508.1.1 through 508.1.7. California Fire Code, Section 508.1.1 is amended to read as follows: 508.1.1 Location and access.The location and access to the fire command center shall be located directly adjacent to an approved fire apparatus access road and be accessible directly from the exterior of the building, or as approved by the fire code official. California Fire Code, Section 508.1.3 is amended to read as follows: 508.1.3 Size.The fire command center shall not be less than 0.015 percent of the total building area of the facility served or 200 square feet in area,whichever is greater,with a minimum dimension of 0.7 times the square root of the room area or 10 feet, whichever is greater. Where a fire command center is required for buildings with a fire pump or buildings of four or more stories in height,but not classified as high-rise buildings by the California Building Code and Group I-2 occupancies having occupied floors located not more than 75 feet above the lowest level of fire department vehicle access,and Group F-1 and S-1 occupancies with a building footprint greater than 500,000 square feet,the fire command center shall have a minimum size of 96 square feet with a minimum dimension of 8 feet where approved by the fire code official. California Fire Code, Section 510.1 exception #1 is deleted. California Fire Code, Section 510.3 is amended to read as follows: 510.3 Permits required.Permits shall be required as set forth in Sections 105.5 and 105.6 for the installation of or modification to and the operation of in-building two-way emergency responder communication coverage systems and related equipment.Maintenance performed in accordance with this code is not considered a modification and does not require a permit. California Fire Code, Section 510.4.1.2 is amended to read as follows: 510.4.1.1 Minimum signal strength into the building.The minimum inbound signal strength shall be sufficient to provide usable voice communications throughout the coverage area as specified by the fire code official.The inbound signal level shall be a minimum of -95dBm throughout the coverage area and sufficient to provide not less than a Delivered Audio Quality (DAQ)of 3.4 or an equivalent Signal-to- Interference-Plus-Noise Ratio (SINR) applicable to the technology for either analog or digital signals. California Fire Code, Section 510.4.1.2 is amended to read as follows: 510.4.1.2 Minimum signal strength out of the building.The minimum outbound signal strength shall be sufficient to provide usable voice communications throughout the coverage area as specified by the fire code official.The outbound signal level shall be sufficient to provide not less than a DAQ of 3.4 or an City of South San Francisco Printed on 12/9/2022Page 13 of 24 powered by Legistar™447 File #:22-1053 Agenda Date:12/14/2022 Version:1 Item #:19a. code official.The outbound signal level shall be sufficient to provide not less than a DAQ of 3.4 or an equivalent SINR applicable to the technology for either analog or digital signals. California Fire Code, Section 510.4.2 is amended to read as follows: 510.4.2 System Design.The in-building,two-way emergency responder communication coverage system shall be designed in accordance with Sections 510.4.2.1 through 510.4.2.8,NFPA 1225,NFPA 72 and San Mateo County ERCCS (P-500). California Fire Code, Section 510.5 is amended to read as follows: 510.5 Installation requirements.The installation of the in-building,two-way emergency responder communication coverage system shall be in accordance with NFPA 1225,NFPA 72,San Mateo County ERCCS (P-500), and Sections 510.5.2 through 510.5.5. CHAPTER 6 FIRE SERVICE FEATURES California Fire Code, Section 606.5 is added to read as follows: 606.5 System activation notification.Commercial cooking fire protection systems,located in buildings equipped with a fire alarm control unit,shall be connected to the alarm control panel so that actuation of the extinguishing system will automatically send a signal to the central station service. CHAPTER 9 FIRE PROTECTION AND LIFE SAFETY SYSTEMS California Fire Code, Section 902.1 is amended to add the following: 901.6.3.2 Records Reporting.Fire detection,alarm and extinguishing systems,shall be maintained in an operative condition at all times,and shall be replaced or repaired where defective.Non-required fire protection systems and equipment shall be inspected,tested,and maintained or removed.All inspection, testing and maintenance reports shall be forwarded to the Fire Department using electronic media to the designated third-party as assigned in the Policy Manual. Paper (hard copy) reports are not permitted. California Fire Code, Section 903.1.1 is deleted. California Fire Code, Section 903.2 is amended to read as follows: 903.2 Where required.Approved automatic sprinkler systems shall be provided throughout new buildings and structures greater than 1,000 square feet gross floor area and in the locations described in Sections 903.2.1 through 903.2.21,whichever is more restrictive.Approved automatic sprinkler systems in existing buildings and structures shall be provided in locations described in Section 903.6. For the purposes of this section,firewalls and fire barriers used to separate building areas shall be constructed in accordance with the California Building Code and shall be without openings or penetrations. Exceptions: 1.Detached Group U occupancies not greater than 1,000 square feet. 2.Detached non-combustible motor vehicle fuel dispensing canopies. 3.Agricultural buildings as approved by the fire code official. 4.Accessory Dwelling Unit, provided that all of the following are met: 4.1.The unit meets the definition of an Accessory Dwelling Unit as defined in the Government Code Section 65852.2. 4.2.The existing primary residence does not have automatic fire sprinklers. City of South San Francisco Printed on 12/9/2022Page 14 of 24 powered by Legistar™448 File #:22-1053 Agenda Date:12/14/2022 Version:1 Item #:19a. 4.3.The accessory detached dwelling unit does not exceed 1,200 square feet in size. 4.4.The unit is on the same lot as the primary residence. California Fire Code, Section 903.2.10.3 is added to read as follows: 903.2.10.3 Lithium, Lithium-ion and other batteries containing combustible electrolyte in vehicles. An approved, specifically engineered automatic sprinkler system shall be provided in areas where EV charging stations are installed such that the area is used for the storage of Lithium, Lithium-ion and other batteries containing combustible electrolyte in vehicles. The remainder areas in the building shall comply with design requirements under NFPA 13 and in accordance with Section 903.2.11.6. California Fire Code, Section 903.4.2 is amended to read as follows: 903.4.2 Alarms.One exterior approved audible and visual device, located on the exterior of the building as approved by the fire code official, shall be connected to each automatic sprinkler system. Such sprinkler water-flow alarm devices shall be activated by water flow equivalent to the flow of a single sprinkler of the smallest orifice size installed in the system. Where a fire alarm system is installed, actuation of the automatic sprinkler system shall actuate the building fire alarm system. California Fire Code, Section 903.6 is amended to read as follows: 903.6 Where required in existing buildings and structures. An automatic sprinkler system shall be provided throughout existing buildings and structures where required in Chapter 11, undergo any change of use or occupancy in accordance with Section 102.3, undergo any addition of floor area that results in a structure that exceeds 3,600 square feet gross floor area, or meets the definition and timeframe of “newly constructed residential building”. California Fire Code, Section 905.3.12 is added to read as follows: 905.3.12 Lithium, Lithium-ion and other batteries containing combustible electrolyte in vehicles. Group S-2 public parking garages, open or closed occupancy buildings, having lithium, lithium-ion and other batteries containing combustible electrolyte in vehicles shall be equipped with Class I standpipe systems with hose connections located within 100 feet of lithium, lithium-ion and other batteries containing combustible electrolyte in vehicle parking. California Fire Code, Section 905.9 exception #2 is deleted . California Fire Code, Section 907.1.6 is added to read as follows: 907.1.6 Certification.New and upgraded fire alarm systems shall be UL-Certified. A certificate of Completion and other documentation as listed in NFPA 72 shall be provided for all new fire alarm system installation. It is the responsibility of the building owner or owner’s representative to obtain and maintain a current and valid Certificate. The protected premise shall be issued a UUFX type certification from Underwriters Laboratories (UL). California Fire Code, Section 907.1.6.1 is added to read as follows: 907.1.6.1 Posting of certification.The UL certificate required in Section 907.1.6 shall be posted in a durable transparent cover within three (3) feet of the fire alarm control panel within 45 days of the final acceptance test/inspection. California Fire Code, Section 907.6.6 is amended to read as follows: 907.6.6 Monitoring.New and upgraded fire alarm systems required by this chapter or by the California Building Code shall be monitored by an approved Central Station Service in accordance with NFPA 72 and City of South San Francisco Printed on 12/9/2022Page 15 of 24 powered by Legistar™449 File #:22-1053 Agenda Date:12/14/2022 Version:1 Item #:19a. this section. Exception: Monitoring by central station is not required for: 1.Single- and multiple-station smoke alarms required by Section 907.2.11. 2.Group I-3 occupancies shall be monitored in accordance with Section 907.2.6.3. 3.Automatic sprinkler systems in one- and two-family dwellings. California Fire Code, Section 910.2.3 is added to read as follows: 910.2.3 Lithium, Lithium-ion and other batteries containing combustible electrolyte in vehicles. Enclosed Group S-2 public parking garages occupancy buildings having lithium, lithium-ion and other batteries containing combustible electrolyte in vehicles shall be provided with a mechanical smoke removal system in accordance with 910.4. California Fire Code, Section 912.2 is amended to read as follows: 912.2 Location.With respect to hydrants, driveways, buildings and landscaping, fire department connections shall be so located that fire apparatus and hose connected to supply the system will not obstruct access to the buildings for other fire apparatus. The location of the fire department connections shall be within 100 feet of a fire hydrant or as approved by the fire code official (Also see Section 507.5.1.1). CHAPTER 12 STATIONARY FUEL CELL POWER SYSTEMS California Fire Code, Section 1201.1 is amended to read as follows: 1201.1 Scope.The provisions of this chapter shall apply to the installation,operation,maintenance,repair, retrofitting,testing,commissioning,and decommissioning of energy systems used for generating or storing energy,including but not limited to energy storage systems under the exclusive control of an electric utility or lawfully designated agency.It shall not apply to equipment associated with the generation,control, transformation,transmission,or distribution of energy installations that is under the exclusive control of an electric utility or lawfully designated agency.Energy storage systems regulated by Section 1207 shall comply with this chapter as appropriate and NFPA 855. California Fire Code, Section 1203.1.3.1 is amended to read as follows: Section 1203.1.3.1 Emergency and standby power systems.All buildings,other than one-and two- family dwelling units,and agricultural buildings not used for commercial purposes,with stand-by power, shall have an approved shunt trip device that disconnects all power sources to the building,when required by the Fire Code Official. California Fire Code, Section 1206.2 is amended to read as follows: 1206.2 Permits.Permits shall be obtained for stationary fuel cell power systems as set forth in Section 105.5.55 and 105.6.9. CHAPTER 56 EXPLOSIVES AND FIREWORKS California Fire Code, Section 5601.2.4 is amended to read as follows: 5601.2.4 Financial responsibility.Before a permit is issued pursuant to section 5601.2,the applicant shall file with the jurisdiction a corporate surety bond in the principal sum of $2 million or a public liability insurance policy for the same amount,for the purpose of the payment of all damages to persons or property which arise from,or are caused by,the conduct of any act authorized by permit upon which any judicial judgment results.The fire code official is authorized to specify a greater or lesser amount when,in his or City of South San Francisco Printed on 12/9/2022Page 16 of 24 powered by Legistar™450 File #:22-1053 Agenda Date:12/14/2022 Version:1 Item #:19a. judgment results.The fire code official is authorized to specify a greater or lesser amount when,in his or her opinion,conditions at the location of use indicate a greater or lesser amount is required.Government entities shall be exempt from this bond requirement. Exception:Fireworks in accordance with California Code of Regulations,Title 19,Division I,Chapter 6, see Section 5608. California Fire Code, Section 5601.9 is added to read as follows: 5601.9 Prohibited and limited acts.The storage of explosive materials is prohibited in all zoning districts except district zone for industrial or agricultural uses.In districts where the storage of explosive materials is permitted, the quantities of explosives and distances shall be in accordance with Section 5601.8. California Fire Code, Section 5608.2 is added to read as follows: 5608.2 Limitations.Possession,storage,offer or expose for sale,sell at retail,gift or give away,use, explode,discharge,or in any manner dispose of fireworks is prohibited within the limits established by law as the limits of the districts in which such possession,storage,offer or exposure for sale,retail sale,gifting,use,explosion,discharge,or disposal of fireworks is prohibited in any area as established by applicable land-use and zoning standards. Exception:Firework displays authorized pursuant to section 5608.1 for which a permit has been issued. CHAPTER 57 FLAMMABLE AND COMBUSTIBLE LIQUIDS California Fire Code, Section 5704.2.9.6.1 is amended to read as follows: 5704.2.9.6.1 Locations where above-ground tanks are prohibited.Storage of Class I and II liquids in above-ground tanks outside of buildings is prohibited within the limits established by law as the limits of districts in which such storage is prohibited in all zoning districts except districts zoned for commercial,industrial,or agricultural use as established by applicable land-use and zoning standards. California Fire Code, Section 5706.2.4.4 is amended to read as follows: 5706.2.4.4 Locations where above-ground tanks are prohibited.Storage of Class I and II liquids in above-ground tanks is prohibited within the limits established by law as the limits of districts in which such storage is prohibited in all zoning districts except districts zoned for commercial, industrial, or agricultural use/any area as established by applicable land-use and zoning standards. CHAPTER 58 FLAMMABLE GASES AND FLAMMABLE CRYOGENIC FLUIDS California Fire Code, Section 5806.2 is amended to read as follows: 5806.2 Limitations.Storage of flammable cryogenic fluids in stationary containers outside of buildings is prohibited within the limits established by law as the limits of districts in which such storage is prohibited in all zoning districts except districts zoned for industrial use as established by applicable land-use and zoning standards. CHAPTER 61 City of South San Francisco Printed on 12/9/2022Page 17 of 24 powered by Legistar™451 File #:22-1053 Agenda Date:12/14/2022 Version:1 Item #:19a. LIQUIFIED PETROLEUM GASES California Fire Code, Section 6104.2 is amended to read as follows: 6104.2 Maximum capacity within established limits.Within the limits established by law restricting the storage of liquified petroleum gas for the protection of heavily populated or congested areas,the aggregate capacity of any one installation shall not exceed a water capacity of 2,000 gallons in all zoning districts except districts zoned for commercial,industrial,rural,or agricultural uses as established by applicable land-use and zoning standards. Exception: In particular installations, this capacity limit shall be determined by the fire code official, after consideration of special features such as topographical conditions, nature of occupancy, and proximity to buildings, capacity of proposed LP-gas containers, degree of fire protection to be provided and capabilities of the local fire department. CHAPTER 80 REFERENCED STANDARDS 13-22: Standard for the installation of Sprinkler Systems as amended** **NFPA 13, additional amended sections as follows: Revise Section 16.11.2.1 as follows: 16.11.2.1 A local audible and visual waterflow alarm shall be provided on every sprinkler system having more than 20 sprinklers,located on the exterior of the building within 10 feet of the riser location,or as approved by the fire code official. Revise Section 29.4.1 as follows: 29.4.1 The installing contractor shall identify a hydraulically designed sprinkler system with permanently raised,stamped,or etched marked weatherproof metal or ridged plastic sign secured with corrosion resistant wire,chain,or other approved means.Such signs shall be placed at the alarm valve,dry pipe valve, preaction valve,or deluge valve supplying the corresponding hydraulically designed area.Pipe schedule systems shall be provided with a sign indicating that the system was designed and installed as a pipe schedule system and the hazard classification(s) included in the design. 13D-22:-Standard for the installation of Sprinkler Systems in One-and Two-Family Dwellings and Manufactured Homes as amended** **NFPA 13D, additional amended sections as follows: Revise Section 7.6 as follows: 7.6 A local audible and visual waterflow alarm shall be provided on all sprinkler systems on the exterior of the home within 10 feet of the riser location, or as approved by the fire code official. 13R-22 -Standard for the installation of Sprinkler Systems in Residential Occupancies up to and including Four Stories in Height as amended** **NFPA 13R, additional amended sections as follows: Revise Section 6.16.1 as follows: 6.16.1 A local audible and visual waterflow alarm shall be provided on all sprinkler systems on the exterior City of South San Francisco Printed on 12/9/2022Page 18 of 24 powered by Legistar™452 File #:22-1053 Agenda Date:12/14/2022 Version:1 Item #:19a. 6.16.1 A local audible and visual waterflow alarm shall be provided on all sprinkler systems on the exterior of the home within 10 feet of the riser location, or as approved by the fire code official. 24-22 -Standard for the Installation of Private Fire Service Mains and Their Appurtenances as amended* 72-22 - National Fire Alarm and Signaling Code as amended** **NFPA 72, Amended additional Sections as follows: Revise Section 7.5.6.1 as follows: 7.5.6.1 The record of completion shall be documented in accordance with 7.5.6 using the record of completion forms, Figure 7.8.2(a) through Figure 7.8.2(f). Revise Section 7.6.6 as follows: 7.6.6 The record of all inspection,testing and maintenance as required by 14.6.2.4 shall be documented using the record of inspection and testing forms, Figure 7.8.2(g) through Figure 7.8.2(l). Add Section 14.7 as follows: 14.7 Labels and Tags. 14.7.1 Labels or tags shall be used on fire alarm systems and shall be placed on the outside of the fire alarm control unit. 14.7.2 Tags shall be of the hanging or self-adhesive type used on fire alarm systems. 14.7.3 The following information shall be printed on the labels and tags approved by the fire code official: (1)The words “DO NOT REMOVE BY ORDER OF THE FIRE CODE OFFICIAL” (2)Concern Name/Company Name (3)Concern Physical Address (4)Concern Phone Number (5)License Number (State of California Contractor State License Board License) (6)Date of service or testing and maintenance (7)Space or line for signature of person performing or supervising the servicing shall be placed on the tag or label 14.7.4 When service or testing and maintenance is performed,the initial date of service or testing and maintenance,the printed name and signature of the person performing or supervising the service shall be placed on the tag or label. 14.7.5 No person shall remove a tag or label from or place a tag or label on a fire alarm system except when servicing or testing and maintenance is performed. 14.7.6 No person shall deface,modify,or alter any tag or label attached to or required to be attached to any fire alarm system. 14.7.7 The Label or tag conforming to this section shall be securely attached to each fire alarm system at the time of servicing or testing and maintenance. 14.7.8 The label or tag approved by the fire code official shall be affixed to a system only after all City of South San Francisco Printed on 12/9/2022Page 19 of 24 powered by Legistar™453 File #:22-1053 Agenda Date:12/14/2022 Version:1 Item #:19a. deficiencies have been corrected. 14.7.9 Adhesive labels and tags shall be manufactured in accordance with ANSI/UL 969,Standard for Marking and Labeling Systems, 4th edition, 1995, which is hereby incorporated by reference. 855-23 - Standard for the Installation of Stationary Energy Storage Systems APPENDIX B FIRE-FLOW REQUIREMENTS FOR BUILDINGS California Fire Code, Appendix B Table B105.2 is amended to read as follows: TABLE B105.2 REQUIRED FIRE-FLOW FOR BUILDINGS OTHER THAN ONE- AND TWO-FAMILY DWELLINGS, GROUP R-3 AND R-4 BUILDINGS AND TOWNHOUSES AUTOMATIC SPRINKLER SYSTEM (Design Standard) MINIMUM FIRE- FLOW (gallons per minute) FLOW DURATION (hours) No automatic sprinkler system Value in Table B105.1(2)Duration in Table B105.1(2) Section 903.3.1.1 of the California Fire Code 50% of the value in Table B105.1(2)a Duration in Table B105.1(2) at the reduced flow rate Section 903.3.1.2 of the California Fire Code 50% of the value in Table B105.1(2)a Duration in Table B105.1(2) at the reduced flow rate For SI: 1 gallon per minute = 3.785 L/m. a.The reduced fire-flow shall be not less than 1,500 gallons per minute. SECTION 3.J Adopt Chapter 15.26 - California Energy Code Chapter 15.26 of the South San Francisco Municipal Code,entitled “California Energy Code”is hereby added to read as follows: Section 15.26.010 California Energy Code, 2022 Edition, adopted by reference. The California Energy Code 2022 Edition,published by the International Code Council,as modified by the amendments,additions and deletions set forth hereinafter,is hereby adopted by reference as the California Energy Code 2022 Edition of the City of South San Francisco, and may be cited as such. Section 15.26.020 Amendments to the Energy Code/Building Energy Efficiency Standards The California Energy Code/Building Energy Efficiency Standards (Cal.Code Regs.Title 24,Part 6)are amended as follows.Section and table numbers used herein are those of the California Energy Code.Sections, subsections, paragraphs, and texts not amended are not included below and shall remain in full force and effect. SUBCHAPTER 1 City of South San Francisco Printed on 12/9/2022Page 20 of 24 powered by Legistar™454 File #:22-1053 Agenda Date:12/14/2022 Version:1 Item #:19a. ALL OCCUPANCIES-GENERAL PROVISIONS SECTION 100.0 - Scope (e)Sections applicable to particular buildings.TABLE 100.0-A and this subsection list the provisions of Part 6 that are applicable to different types of buildings covered by Section 100.0(a). 1. All buildings. Sections 100.0 through 110.12 apply to all buildings. EXCEPTION to Section 100.0(e) 1: Spaces or requirements not listed in TABLE 100.0-A. 2. Newly constructed buildings. A.All newly constructed buildings.Sections 110.0 through 110.12 apply to all newly constructed buildings within the scope of Section 100.0(a).In addition,newly constructed buildings shall meet the requirements of Subsection B, C, D or E, as applicable. (i)Newly constructed residential buildings shall be an All-Electric Building as defined in Section 100.1(b).For the purposes of All-Electric Building requirements under this subdivision A-1,newly constructed residential buildings as defined in Section 100.1 shall include a construction project where an alteration includes “renovations”to residential buildings where either:(1)replacement of over 50%of the existing foundation for purposes other than a repair or reinforcement as defined in California Existing Building Code Section 202;or (2)when over 50%of the existing framing above the sill plate is removed or replaced for purposes other than repair.If either of these criteria are met within a 3-year period,measured from the date of the most recent previously obtained permit final date,that structure is considered new construction and shall be subject to the All-Electric Building requirements.The final determination whether a project meets the definition of substantial reconstruction/alteration shall be made by the Director of Economic &Community Development or his or her designee. Exception 1:If the applicant establishes that there is not an all-electric prescriptive compliance pathway for the building under the Energy Code,and that the building is not able to achieve the performance compliance standard applicable to the building under the Energy Code using commercially available technology and an approved calculation method,then the Director of Economic &Community Development or his or her designee may grant a modification.If the Director of Economic &Community Development or his or her designee grants a modification pursuant to this Exception,the applicant shall comply with the pre-wiring provision of Note 1 below.The applicant shall have the burden of proof in establishing that an exception is warranted under this Exception 2.The Director of Economic &Community Development or his or her designee may establish administrative guidelines to implement this Exception 2. Exception 2:Newly constructed nonresidential buildings and all nonresidential occupancies in a mixed-use building shall be exempted from the requirements under this subdivision (2)(i). Note 1:If natural gas appliances are used in any of the above Exceptions 1-2,natural gas appliance locations must also be electrically pre-wired for future electric appliance installation.They shall include the following: 1.A dedicated circuit,phased appropriately,for each appliance,with a minimum amperage requirement for a comparable electric appliance (see manufacturer’s recommendations)with an electrical receptacle or junction box that is connected to the electric panel with conductors of adequate capacity, City of South San Francisco Printed on 12/9/2022Page 21 of 24 powered by Legistar™455 File #:22-1053 Agenda Date:12/14/2022 Version:1 Item #:19a. receptacle or junction box that is connected to the electric panel with conductors of adequate capacity, extending to within 3 feet of the appliance and accessible with no obstructions.Appropriately sized conduit may be installed in lieu of conductors. 2.Both ends of the conductor or conduit shall be labeled with the words “For Future Electric appliance” and be electrically isolated. 3.A circuit breaker shall be installed in the electrical panel for the branch circuit and labeled for each circuit, an example is as follows (i.e., “For Future Electric Range”); and 4.All electrical components,including conductors,receptacles,junction boxes,or blank covers, related to this section shall be installed in accordance with the California Electrical Code. Note 2:If any of the Exceptions 1-2 are granted,the Director of Economic &Community Development or his or her designee shall have the authority to approve alternative materials,design and methods of construction or equipment per California Building Code Section 104. SECTION 100.1(b) - Definitions ALL ELECTRIC BUILDING is defined as a building that has no natural gas or propane plumbing installed within the building property lines,and instead uses only electricity as the source of energy for its space heating, water heating (including pools and spas),cooking appliances,and clothes drying appliances.All Electric Buildings may include solar thermal pool heating,or fossil fuels for backup power generation.For the purposes of “renovations”to residential buildings listed under Section 100.0(e)(2)(i),where there is existing natural gas or propane plumbing service facilities or equipment within the building property lines,such preexisting service facilities or equipment may remain on the property,but service shall cease,and all facilities and lines must be capped off at the service point to the building. SECTION 3. K Adopt Chapter 15.32 - California Historical Code Chapter 15.32 of the South San Francisco Municipal Code,entitled “California Historical Code”is hereby added to read as follows: Section 15.32.010 California Historical Code, 2022 Edition, adopted by reference. The California Historical Code,2022 Edition,as adopted by the California Building Standards Commission, and published by the International Code Council,is hereby adopted by reference as the California Historical Code, of the City of South San Francisco, and may be cited as such. SECTION 3. L Adopt Chapter 15.34 - California Existing Building Code Chapter 15.34 of the South San Francisco Municipal Code,entitled “California Existing Building Code”is hereby added to read as follows: Section 15.34.010 California Existing Building Code, 2022 Edition, adopted by reference. The California Existing Code,2022 Edition,as adopted by the California Building Standards Commission,and published by the International Code Council,is hereby adopted by reference as the California Historical Code, City of South San Francisco Printed on 12/9/2022Page 22 of 24 powered by Legistar™456 File #:22-1053 Agenda Date:12/14/2022 Version:1 Item #:19a. published by the International Code Council,is hereby adopted by reference as the California Historical Code, of the City of South San Francisco, and may be cited as such. SECTION 3.M Adopt Chapter 15.36 - California Reference Standards Chapter 15.36 of the South San Francisco Municipal Code,entitled “California Reference Standards Code”is hereby added to read as follows: Section 15.36.010 California Reference Standards, 2022 Edition, adopted by reference. The California Referenced Standards Code,2022 Edition,as adopted by the California Building Standards Commission,and published by the International Code Council,is hereby adopted by reference as the California Referenced Standards Code of the City of South San Francisco and may be cited as such. SECTION 4 Severability If any provision of this ordinance or the application thereof to any person or circumstance is held invalid or unconstitutional,the remainder of this ordinance,including the application of such part or provision to other persons or circumstances,shall not be affected thereby and shall continue in full force and effect.To this end, provisions of this ordinance are severable.The City Council of the City of South San Francisco hereby declares that it would have passed each section,subsection,subdivision,paragraph,sentence,clause,or phrase hereof irrespective of the fact that any one or more sections,subsections,subdivisions,paragraphs,sentences,clauses, or phrases be held unconstitutional, invalid, or unenforceable. SECTION 5 California Environmental Quality Act The City Council finds that adoption of this ordinance is exempt from the California Environmental Quality Act (Public Resources Code §§21000 et seq.,“CEQA,”and 14 Cal.Code Reg.§§15000 et seq., “CEQA Guidelines”)under the general rule that CEQA applies only to projects that have the potential for causing a significant effect on the environment,and in this case it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment (CEQA Guidelines § 15061(b)(3)). SECTION 6 Publication and Effective Date Pursuant to the provisions of Government Code Section 36933,a summary of this Ordinance shall be prepared by the City Attorney.At least five (5)days prior to the Council meeting at which this Ordinance is scheduled to be adopted,the City Clerk shall:(1)publish the summary,and (2)post in the City Clerk's office a certified copy of this Ordinance.Within fifteen (15)days after the adoption of this ordinance,the City Clerk shall:(1) publish the summary,and (2)post in the City Clerk's office a certified copy of the full text of this Ordinance along with the names of those City Council members voting for and against this Ordinance or otherwise voting. This ordinance shall become effective thirty (30) days from and after its adoption. ***** City of South San Francisco Printed on 12/9/2022Page 23 of 24 powered by Legistar™457 File #:22-1053 Agenda Date:12/14/2022 Version:1 Item #:19a. City of South San Francisco Printed on 12/9/2022Page 24 of 24 powered by Legistar™458 1 Exhibit A FINDINGS OF FACT AND NEED FOR CHANGES OR MODIFICATIONS TO THE CALIFORNIA BUILDING STANDARDS CODE, CALIFORNIA CODE OF REGULATIONS, TITLE 24, PARTS 1, 2, 2.5, 3, 4, 5, 6, 8, 9, 10, 11, 12, 2022 EDITIONS AND INTERNATIONAL PROPERTY MAINTENANCE CODE, 2021 EDITIONS. CHANGES OR MODIFICATIONS: Pursuant to Section 17958 of the State of California Health and Safety Code, the governing body of the City of South San Francisco in its ordinance adopting and amending the 2022 Editions of the California Administrative Code; California Building Code; California Residential Building Code; California Electrical Code; California Mechanical Code; California Plumbing Code; California Energy Code; California Historical Code; California Fire Code; California Existing Building Code; California Green Building Standards Code; California Reference Standards Code; and the 2021 Edition of the International Property Maintenance Code, adds, changes or modifies certain provisions of the California Building Standards Code as it pertains to the regulation of buildings and fire protection. A copy of the text of such additions, changes or modifications is attached. FINDINGS: The City Council of the City of South San Francisco finds that in order to best protect the health, safety, and welfare of the citizens of the City of South San Francisco, the standards of building within the City must conform with state law except where local climatic, geological, and topographical conditions warrant more restrictive regulations. Pursuant to Sections 17958.5 and 17958.7 (a) of the State of California Health and Safety Code, the governing body of the City of South San Francisco has determined and finds that all the attached changes or modifications are needed and are reasonably necessary because of local climatic, geological and topographic conditions as discussed below. The City Council of the City of South San Francisco further finds that administrative amendments to the South San Francisco Municipal Code, relating to enforcement and appointment authorities of the building official and fire chief are reasonably necessary in order to tailor to the local and operational structures of the South San Francisco city government. LOCAL CONDITIONS: Local conditions have an adverse effect on the prevention of (1) major loss fires, (2) major earthquake damage, and (3) the potential for life and property loss, making the changes or modifications in the California Building Standards Code necessary in order to provide a reasonable degree of property security, and fire and life safety in the City of South San Francisco. Below are adverse local climatic, geological and topographic conditions that necessitate the modifications to the California Building Standards Code. 459 2 CLIMATIC Precipitation: Precipitation averages 18.83 inches/ year eighty percent (80%) falls during the months of November through April, and twenty percent (20%) from May through October. Severe flooding occurred during the months of January and March, 1995 and in 1998 and 2006. Relative Humidity: Humidity generally ranges from sixty two percent (62%) during daytime and eighty-six percent (86%) at night. It occasionally drops lower during the months of September through November. Temperatures: Temperatures have been recorded as high as 106 degrees Fahrenheit. Average summer highs are in the 70-73 degree range. Winds: Summer prevailing winds are from the North-West direction. However, winds are experienced from virtually every direction at one time or another. Velocities are generally in the 5-10 mph range, gusting to 23 mph, particularly during the summer months. Extreme winds, up to 50 mph, have been known to occur. Summary: These local climatic conditions affect the acceleration intensity, and size of fires in the community. Times of little or no rainfall, of low humidity and high temperatures create extremely hazardous conditions, particularly as they relate to wood shake and shingle roof fires and conflagrations. Storage, disposal, and recycling of construction and demolition debris can contribute to hazardous conditions relating to fire. The winds experienced in this area also adversely impact structure fires in buildings in close proximity to one another. Winds can carry sparks and burning branches to other structures, thus spreading the fire and causing conflagrations. In building fires, winds can literally force fires back into the building and create a blowtorch effect, in addition to preventing "natural" ventilation and cross-ventilation efforts. South San Francisco’s downtown and surrounding areas contain numerous historic and older buildings that are located very close together, which exacerbates the fire danger from dry conditions, wind, and shake/shingle roofs. The stated climatic, geographical and topographical conditions warrant more stringent requirements for additional listing of operational permits (annually renewed) to those already described in Section 105 of the California Fire Code which provides permission to maintain, store, use or handle materials, or to conduct processes which produce conditions hazardous to life or property, or to install equipment used in conjunction with such activities. Child care centers and large family home day care facilities that care for children have special requirements to ensure their safety in the event of a fire. Children in many instances are unable understand the nature of an emergency or take prompt action when necessary. Inspections will ensure that the operators of such facilities comply with these special requirements. Properly constructed and maintained Christmas tree lots will ensure the safety of patrons as well as decrease the incidence and severity of fire. Combustible storage in the form of empty boxes, barrels, or other similar containers, or rubber, or cork is known to increase the spread and severity of fire. Inspections of businesses that have combustible storage will ensure that such storage is done in such a way to minimize it impact. 460 3 A properly functioning fire alarm system gives early warning to building occupants to leave the affected area promptly. When fire occurs in institutions or residential care facilities multiple injuries and/or fatalities can occur because elderly or disabled occupants possess a limited ability to understand the nature of the emergency or take prompt action when necessary. Proper exiting and other related fire safety issues can only be addressed through a fire inspection. Equipping new and existing buildings and structures with appropriate automatic sprinkler system will ensure the safety of patrons as well as decrease the incidence and severity of fire. When fire occurs in enclosed buildings and structures, automatic sprinklers can disperse water and help with remediating or extinguishing flames and reduce damages prior to fire responder crew arrival. Likewise, when such buildings and structures consisting of large crowd gathering areas, automatic sprinklers will serve as a preventative measure in the event that a fire happens. Automatic fire sprinklers systems have also been verified to be green building standards directly protecting our environment. NFPA 13 specifically exempts Lithium, Lithium-ion and other batteries containing combustible electrolyte in vehicles from the scope leaving no nationally recognized fire protection allowing electric vehicles (EV) inside of buildings or structures, where fire protection is required. Proposed amendments allow for a design solution to allow efficient design and installation of reasonable fire protection for these hazardous commodities, in support of National, State, and local initiatives to carbon footprint. Otherwise, EV would be prohibited in buildings or improperly protected creating potential fire and life safety hazards. First responders must be able to maintain communications throughout a property in an emergency situation. Whether they are responding to a fire, medical emergency or domestic threat, they cannot be in a situation where their radios stop working. It is essential that their communication devices continue to transmit in hard-to-reach areas, such as stairwells, elevators, basements, and thick- walled or shielded areas. Newly-built LEED-certified buildings with low-E glass often suffer from poor public-safety signal coverage due to signal attenuation caused by low-E glass. It’s essential that first responders be aware of the radio systems being installed in buildings and that the installation of public safety radio coverage be in accordance. Likewise, the requirement for a fire command center in certain high-rise or taller buildings will ensure first responders are able to provide timely, coordinated, and effective emergency responses during a fire given the building’s height and concentration of occupants. Hospitals have potential fire hazards that set them apart from other places when it comes to fire protection. Whenever a fire starts in a hospital, it is important to begin an orderly evacuation process. However, evacuating vulnerable patients can be challenging, since they might not all be able to move on their own. Hospitals need to have fire protection systems that can detect and extinguish fires before they get out of control, which allows for even more time for first responders to conduct an evacuation. This finding refers to and supports modifications to or the addition of Sections 1907.1.2, 3410.2, and 1510.7 of the California Building Code, Section R907.7 of the California Residential Code, 461 4 and Sections 903.2, 508.1, 508.1.1, 510.4.2, 510.5, and 105.6.50-10.6.58 of the California Fire Code. TOPOGRAPHIC The City is made up of open terrain with scattered obstructions having heights and widths generally less than 30 feet, including flat open country, grasslands, hillsides and bay exposure. The City is also located within 5 miles of San Francisco International Airport and a portion of the City is located under the airborne easement. Including a permit and performance bond-related requirements for moving of buildings and temporary structures within South San Francisco would ensure that all proposed moves and removals are reviewed carefully by city officials and conducted in a manner to avoid injuries to persons and properties in the proposed work area. This finding refers to and supports modifications to or the addition of Sections 1907.1.2, 3410.2, and 1510.7 of the California Building Code, and Sections 1.8.10.3, 1.8.10.4, R907.7 and Appendices AK 102-103 of the California Residential Code. GEOLOGICAL The above local topographic conditions enhance the magnitude, exposure, accessibility problems, and fire hazards presented to the City of South San Francisco. Fire following an earthquake has the potential of causing greater loss of life and damage than the earthquake itself. The San Andreas Fault is located between 0 and 3 miles from any point within the City. This finding refers to and supports modifications to or the addition of Section 1907.1.2 of the California Building Code, and Section R506.3 of the California Residential Code.3363365.2 462 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-1059 Agenda Date:12/14/2022 Version:1 Item #:20. Report regarding a resolution to amend the wage and salary schedule for the City of South San Francisco for Fiscal Year 2022-2023 and approving budget amendment number 23.039 (Leah Lockhart,Human Resources Director) RECOMMENDATION-- It is recommended that the City Council adopt a resolution to amend the wage and salary schedule to establish the classification of Deputy Fire Marshal,and to approve budget amendment number 23.039 to reclassify the position of Assistant to the City Manager to Deputy City Manager BACKGROUND/DISCUSSION The City maintains a wage and salary schedule (“Salary Schedule”)for all positions of employment with the City,and any amendments to the salary schedule are subject to City Council approval.The salary schedule corresponds to the City’s classification plan,which provides for job descriptions and minimum qualifications for each position listed in the salary schedule.The classification of City positions is subject to the City Manager’s approval,within the parameters established Council-approved position budget.Staff recommends approval of the following changes to the Salary Schedule and position budget for fiscal year 2022-2023: Deputy Fire Marshal Currently,the South San Francisco Fire Department’s Fire Prevention Bureau is staffed with a Fire Marshal and four Safety Inspectors.The Fire Department has identified a need for a working supervisor position to support the Fire Marshal in planning,organizing,and managing the operations of the Fire Prevention Bureau,and to act as Fire Marshal in their absence.This position would also conduct fire investigations,assist with complex inspections or plan reviews,and coordinate the work of the unit.The creation of a Deputy Fire Marshal position also supports the City’s succession planning efforts by creating a promotional opportunity for fire prevention staff into a supervisory-level role.Those that aspire to a higher management role such as Fire Marshal would have the opportunity to obtain supervisory experience and involvement in more complex assignments.Funds for this position were included in the current fiscal year operating budget,and the recommended pay rate is $68.37-$83.11 per hour, or $142,210-$1752,869 annually. Reclassification of Assistant City Manager to Deputy City Manager On November 11,2022 Council approved the establishment of a Deputy City Manager classification to reflect the expanded scope of duties of the Communications Director.Concurrently,a job analysis was conducted on the Assistant to the City Manager position to determine if the classification and salary level was still appropriate for the position’s current job duties.As a result of this analysis,staff recommends reclassifying the Assistant to the City Manager to Deputy City Manager.The Assistant to the City Manager serves as the City’s Chief Sustainability Officer,leading public engagement and other implementation activities related to the City’s 2022 Climate Plan.She has also managed and implemented significant and complex projects and initiatives such as the COVID-19 Emergency Operations,the Guaranteed Income Pilot Program,the creation of a Community Facilities District,and establishment of the City’s Local Minimum Wage Ordinance.This position also serves as the liaison to several regional bodies and agencies,such as the San Mateo Harbor District,the San Mateo County Transportation District and related agencies.The level and scope of these duties are more consistent with a Deputy City Manager position.This action will result in two Deputy City Manager positions,City of South San Francisco Printed on 12/9/2022Page 1 of 2 powered by Legistar™463 File #:22-1059 Agenda Date:12/14/2022 Version:1 Item #:20. consistent with a Deputy City Manager position.This action will result in two Deputy City Manager positions, offering a greater degree of flexibility in assignments and priorities as the needs of the City continue to evolve. As the Deputy City Manager classification carries a higher salary than the Assistant to the City Manager salary, an amendment to the City Manager’s Office position budget is recommended. FISCAL IMPACT The position of Deputy Fire Marshal was included in the Fire Department’s operating budget for Fiscal Year 2022-2023.The reclassification of the Assistant to the City Manager to Deputy City Manager will result in increased salary and benefits costs of approximately $19,500 for the remainder of the fiscal year.This cost can be absorbed by anticipated vacancy savings within the City Manager Office’s budget for the current fiscal year, and the full cost will be included in the 2023-2024 Fiscal Year operating budget. RELATIONSHIP TO STRATEGIC PLAN This action supports City Council’s strategic priority of Workforce Development,by ensuring that the City maintains a competitive compensation package to attract and retain a high-performance workforce,and ensuring the necessary staffing structure for effective service to the community. CONCLUSION Staff recommends that Council approve a resolution to amend the wage and salary schedule to establish the classification of Deputy Fire Marshal,and to approve budget amendment number 23.039 to allow for the reclassification of the Assistant to the City Manager to Deputy City Manager. ATTACHMENTS 1. Job Description for Deputy Fire Marshal City of South San Francisco Printed on 12/9/2022Page 2 of 2 powered by Legistar™464 City of South San Francisco Human Resources Department Deputy Fire Marshal Class Description Definition Under general direction, perform supervisory and technical work in implementing a comprehensive fire prevention program; enforce all local fire codes and ordinances through plan checking and inspections; perform in-service fire inspection training; investigate causes of fires; coo rdinate fire prevention activities; and supervise fire prevention personnel. When assigned, the Deputy Fire Marshal may act in the capacity of the Fire Marshal; and does related work as assigned. Distinguishing Characteristics This safety classification is distinguished from the Safety Inspector positions as it has management responsibilities in the fire prevention division. Duties of this position focus on the most complex fire prevention, engineering, and inspections; training, advising and periodically supervising prevention projects and personnel; providing fire inspection staff, technical expertise related to fire code, engineering, plan check, education, and fire inspection and investigation techniques and procedures. Employees in this classification receive only occasional instruction or assistance as new or unusual situations arise, are fully aware of the operating procedures and policies of the work unit, and provide direction to fire prevention personnel. Typical and Important Duties: 1. Assist Fire Marshal with planning, organizing, and managing the operations of assigned areas within the Fire Prevention Bureau to include plan review, building inspection and fire investigation. 2. Supervise, train, develop and evaluate assigned staff. Assist and conduct training of new or existing employees. 3. Responds to emergency incidents and fires for cause and origin; investigates fire hazard complaints, violations of laws and ordinances, arson fires, and all other fires requiring investigation for cause and origin; interviews witnesses and suspects; may search and seize, as appropriate; participates in the County fire investigation unit and Fire Prevention Officers’ Association. 4. Perform periodic inspections of new and existing buildings, structures and installations requiring fire clearances; identify fire hazards; recommend corrective actions; perform follow- up inspections to see that corrective actions have been taken. 5. Reviews plans for storage, uses, occupancies, structures, and buildings for compliance with fire-related codes and ordinances. 6. Interprets fire codes and other building-and construction-related code requirements for builders, subcontractors, designers, owners, and the public; resolves disagreements and problems concerning inspections and code compliance. 7. Writes reports, attends, and makes presentations or responds to Planning Commission, City Council, or other public bodies, as necessary. 8. Develop, write, or provide reports as necessary to measure and evaluate fire prevention 465 City of South San Francisco Deputy Fire Marshal Class Description activities and workload. 9. Regularly attend continuing education classes, seminars, and training sessions to stay current with changing technology and laws. 10. Operates a variety of machines and equipment, such as automobile, camera, measuring tape and wheel, calculator, investigative and drafting equipment, and computers and related applications. 11. Participates or assists in the mitigation of emergency incidents. 12. May act in in the capacity of Fire Marshal, in their absence or as assigned. 13. Performs all other duties as assigned. Job-related Qualifications Knowledge of: • Principles, practices, and techniques of fire prevention, fire investigation, and public education. • National, state, and local fire prevention codes, ordinances, and standards. • Principles and techniques of effective customer service. • Principles, procedures, equipment, techniques, and methods of investigation. • Inspection and plan check methods and procedures. • City and departmental policies and procedures. • Assist with department budget preparation and evaluation • Principles and practices of employee supervision, training and evaluation. • Arrest, search, and seizure methods and laws. • Procedures and techniques and equipment such as fire extinguishers, sprinkler systems, and • alarm systems. Ability to: • Perform the most complex fire inspections and code enforcement activities. • Identify fire hazards to require corrective actions; analyze, interpret, and explain fire prevention codes and regulations. • Apply technical knowledge and follow proper inspection techniques • Read and interpret building and engineering plans. • Coordinate activities of staff assigned including performance evaluations or recommendations or actions to supervisor. • Review plan-check drawings and specifications, recognizing fire safety standards and deviations from plans • Enforce a variety of codes, ordinances, and regulations relating to fire prevention, building, and housing. • Investigate fire scenes and other incidents and determine causes and origins of fire. • Recognize, identify, and preserve evidence. • Effectively interview witnesses and suspects. • Communicate effectively in writing, orally, and with others to assimilate, understand, and convey information, in a manner consistent with job functions. • Understand and comply with national, state, local, City, departmental, and divisional rules and regulations. • Maintain comprehensive records; prepare clear, concise, and complete oral and written reports. • Establish and maintain collaborative and cooperative working relationships with those contacted in the course of work; represent the City, the department, and the division effectively in contacts with others, including agencies, City departments, and the public. 466 City of South San Francisco Deputy Fire Marshal Class Description • Understand, comply, and enforce safety policies, rules, and regulations; properly use safety equipment; work in a safe manner, following City safety practices and procedures. • Coordinate combustible vegetation management public education and community outreach programs. • Interact with the public in routine and sensitive situations with tact and diplomacy. • Use initiative and independent judgment within established policy and procedural guidelines. • Organize own work, set priorities, and meet critical deadlines. • Take a leadership role in addressing customer service issues. • Make process improvement changes to streamline procedures. • Utilize job-related computer applications. • Utilize gas detector and decibel meter. • Perform assignments and maintain equipment in a safe manner; understand and enforce safety policies, rules, and regulations; properly uses safety equipment; actively participates in City safety programs. Skill to: • Provide leadership, management and supervision. Develop administrative controls. • Operating a personal computer and associated applications. • Operate a motor vehicle safely. • Effectively communicate orally and in writing. • Work effectively without direct supervision. • Evaluate the effectiveness of personnel, administrative systems, and Fire Prevention operations. Experience and Education Any combination of experience and training that would provide the required knowledge, skills, and abilities would be qualifying. A typical way to obtain the knowledge, skills, and abilities would be: Experience: • Five years of progressively more responsible fire prevention experience comparable to that of a Safety Inspector I for the City of South San Francisco department or state agency and in working with the public in dealing with fire prevention standards, techniques and systems, and enforcement practices. • Or two years of progressively more responsible experience as a Safety Inspector II with the City of South San Francisco performing fire prevention duties. Education: • Equivalent to completion of an Associate’s Degree from an accredited college or university with major course work in Fire Science, Fire Prevention, Fire Protection Engineering, or a closely related field. A Bachelor’s Degree is highly desirable. Licenses and Certificates • Possession of a valid California driver’s license must be maintained as a condition of employment. • State Fire Marshal Office Fire Inspector II certificate or equivalent education and experience. • Possession of California State Fire Investigator certification, PC-832 Arrest Search and Seizure is highly desirable. 467 City of South San Francisco Deputy Fire Marshal Class Description Special Requirements: Essential duties require the following physical abilities, skills, and work environment: Physical Skills: Able to use standard office equipment, including a computer; sit, stand, walk, kneel, crouch, stoop, squat, crawl, twist; climb ladders, stairs, and scaffolding; walk on rooftops; lift and carry 35 pounds; vision to read a computer screen and printed materials, including maps and plans; hearing and speech to communicate in person and over the telephone. Work Environment: Work in standard office environment or field setting; exposure to cold, heat, noise, outdoors, vibration, confined workspace, chemicals, explosive materials, vibration, mechanical hazards, electrical hazards, traffic, and work in attics and crawlspaces; walk on pitched and flat roofs. Ability to: Travel to different sites and locations; locations; drive safely to different sites and locations; maintain a safe driving record; maintain a neat and clean appearance; work extended hours or off-shift work for meeting attendance or participation in specific projects or programs, and take call during non-business hours. Approved: Revised Date: Former Titles: Abolished: Bargaining Unit: IAFF ADA Review: DOT: Physical: Status: EEOC Category: Job Code: 468 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-1061 Agenda Date:12/14/2022 Version:1 Item #:20a. Resolution to amend the wage and salary schedule for the City of South San Francisco for Fiscal Year 2022- 2023 and approving budget amendment number 23.039 WHEREAS,on November 9,2022 City Council approved the most recent amendment to wage and salary schedule for the City of South San Francisco; and WHEREAS,to ensure the foreseeable needs of the organization are met,staff recommends an amendment to the wage and salary schedule to establish the position of Deputy Fire Marshal with a wage range of $63.37- $83.11 hourly. WHEREAS,as a result of a recent job analysis and staff recommendations,the City Manager requests an amendment to the City Manager’s Office position budget to reclassify the position of Assistant to the City Manager to Deputy City Manager. WHEREAS,to accommodate increased costs associated with the reclassification of positions,staff recommends Council approve budget amendment 23.039 in the amount of $19,500. NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco does hereby: 1.Amend the Salary and Wage Schedule for Fiscal Year 2022-2023, attached hereto as Exhibit A. 2.Approve amendment number 23.039 to the City’s Fiscal Year 2022-2023 Operating Budget. 3.This action shall be effective the date of the adoption by City Council. City of South San Francisco Printed on 12/9/2022Page 1 of 1 powered by Legistar™469 EXHIBIT A - Resolution No. 22-1061 City of South San Francisco | Salary Schedule Effective 12/14/2022 JOB TITLE JOB CODE EFFECTIVE DATE UNIT STEP 1 STEP 2 STEP 3 STEP 4 STEP 5 STEP 6 STEP 7 STEP 8 Accountant - Senior M625 9/16/2022 MID MGMT 51.44$ 54.01$ 56.71$ 59.55$ 62.53$ Accountant I M100 9/16/2022 MID MGMT 42.54$ 44.67$ 46.90$ 49.25$ 51.71$ Accountant II M620 9/16/2022 MID MGMT 46.77$ 49.11$ 51.57$ 54.15$ 56.86$ Accounting Assistant I A480 10/14/2022 AFSCME 27.98$ 29.38$ 30.85$ 32.39$ 34.01$ Accounting Assistant II A225 10/14/2022 AFSCME 30.75$ 32.29$ 33.90$ 35.59$ 37.37$ Accounting Assistant II - Hourly X100 11/11/2022 HOURLY 30.75$ 32.29$ 33.90$ 35.59$ 37.37$ Administrative Assistant - Senior O340 9/16/2022 CONFID 37.79$ 39.68$ 41.67$ 43.76$ 45.95$ Administrative Assistant I O315 9/16/2022 CONFID 34.18$ 35.89$ 37.68$ 39.56$ 41.54$ Administrative Assistant I - Hourly X110 11/11/2022 HOURLY 34.18$ 35.89$ 37.68$ 39.56$ 41.54$ Administrative Assistant II O310 9/16/2022 CONFID 35.99$ 37.79$ 39.68$ 41.66$ 43.74$ Administrative Assistant II - Hourly X130 11/11/2022 HOURLY 35.99$ 37.79$ 39.68$ 41.66$ 43.74$ Building Inspector A135 10/14/2022 AFSCME 47.26$ 49.62$ 52.10$ 54.71$ 57.45$ Building Inspector - Hourly X595 11/11/2022 HOURLY 47.26$ 49.62$ 52.10$ 54.71$ 57.45$ Building Inspector - Senior A400 10/14/2022 AFSCME 52.33$ 54.95$ 57.70$ 60.58$ 63.61$ Building Maintenance Craftsworker A465 10/14/2022 AFSCME 37.03$ 38.88$ 40.82$ 42.86$ 45.00$ Building Maintenance Custodian A140 10/14/2022 AFSCME 27.18$ 28.54$ 29.97$ 31.47$ 33.04$ Building Maintenance Custodian - Hourly X185 11/11/2022 HOURLY 27.18$ 28.54$ 29.97$ 31.47$ 33.04$ Building Maintenance Custodian - Lead A190 10/14/2022 AFSCME 34.41$ 36.13$ 37.94$ 39.84$ 41.83$ Building Maintenance Custodian - Senior A320 10/14/2022 AFSCME 29.93$ 31.43$ 33.00$ 34.65$ 36.38$ Building Official - Assistant M215 9/16/2022 MID MGMT 63.48$ 66.65$ 69.98$ 73.48$ 77.15$ Building Plan Reviewer A690 10/14/2022 AFSCME 50.19$ 52.70$ 55.33$ 58.10$ 61.01$ Business Manager M825 9/16/2022 MID MGMT 60.50$ 63.53$ 66.71$ 70.05$ 73.55$ Childcare Assistant Supervisor M800 9/16/2022 MID MGMT 37.16$ 39.02$ 40.97$ 43.02$ 45.17$ City Building Official M210 9/16/2022 MID MGMT 73.95$ 77.65$ 81.53$ 85.61$ 89.89$ City Clerk E100 7/22/2022 ELECT 77.77$ City Clerk - Assistant M830 9/16/2022 MID MGMT 47.00$ 49.35$ 51.82$ 54.41$ 57.13$ City Clerk Records Technician O415 9/16/2022 CONFID 35.99$ 37.79$ 39.68$ 41.66$ 43.74$ City Council Member E110 7/12/2019 ELECT 92.31$ City Planner M155 9/16/2022 MID MGMT 71.84$ 75.42$ 79.19$ 83.15$ 87.31$ City Treasurer E105 7/12/2019 ELECT 7.72$ Code Enforcement Officer A145 10/14/2022 AFSCME 41.04$ 43.09$ 45.24$ 47.50$ 49.87$ Communications Dispatcher A150 10/14/2022 AFSCME 40.17$ 42.18$ 44.29$ 46.50$ 48.82$ Communications Dispatcher - Hourly X445 11/11/2022 HOURLY 51.22$ Communications Dispatcher - Supervising A365 10/14/2022 AFSCME 47.39$ 49.76$ 52.25$ 54.86$ 57.60$ Community Development Coordinator M725 9/16/2022 MID MGMT 45.83$ 48.13$ 50.54$ 53.07$ 55.73$ Community Development Specialist A660 10/14/2022 AFSCME 43.71$ 45.90$ 48.20$ 50.61$ 53.14$ Community Services Site Coordinator A640 10/14/2022 AFSCME 27.22$ 28.58$ 30.01$ 31.51$ 33.09$ Community Services Site Coordinator - Hourly X660 11/11/2022 HOURLY 27.22$ 28.58$ 30.01$ 31.51$ 33.09$ Computer Services Technician O525 9/16/2022 CONFID 44.58$ 46.81$ 49.15$ 51.61$ 54.19$ Computer Services Technician - Senior O530 9/16/2022 CONFID 46.81$ 49.15$ 51.61$ 54.19$ 56.90$ Consultant - Hourly X570 11/11/2022 HOURLY 16.74$ 139.05$ Crime Analyst C210 10/14/2022 PO NONWORN 48.30$ 50.71$ 53.25$ 55.91$ 58.71$ Cultural Arts Specialist A650 10/14/2022 AFSCME 37.12$ 38.98$ 40.93$ 42.98$ 45.13$ Cultural Arts Specialist - Hourly X650 11/11/2022 HOURLY 37.12$ 38.98$ 40.93$ 42.98$ 45.13$ Database Business Systems Specialist O405 9/16/2022 CONFID 34.99$ 36.74$ 38.58$ 40.51$ 42.54$ Deputy City Clerk O320 9/16/2022 CONFID 39.58$ 41.56$ 43.64$ 45.83$ 48.13$ Deputy Economic Community Development Director M145 9/16/2022 MID MGMT 79.97$ 83.97$ 88.17$ 92.58$ 97.21$ Steps are listed as hourly rates, except where otherwise specified Page 1 of 5 470 EXHIBIT A - Resolution No. 22-1061 City of South San Francisco | Salary Schedule Effective 12/14/2022 JOB TITLE JOB CODE EFFECTIVE DATE UNIT STEP 1 STEP 2 STEP 3 STEP 4 STEP 5 STEP 6 STEP 7 STEP 8 Deputy Finance Director M845 9/16/2022 MID MGMT 77.77$ 81.66$ 85.74$ 90.03$ 94.53$ Diversity, Equity and Inclusion Officer M540 11/11/2022 MID MGMT 51.69$ 54.27$ 56.98$ 59.83$ 62.82$ Economic Development Coordinator M185 9/16/2022 MID MGMT 61.02$ 64.07$ 67.27$ 70.63$ 74.16$ Economic Development Manager M190 11/11/2022 MID MGMT 71.83$ 75.42$ 79.19$ 83.15$ 87.31$ Electrical Maintenance Supervisor M835 10/14/2022 MID MGMT 60.59$ 63.62$ 66.80$ 70.14$ 73.65$ Electrical Technician A160 10/14/2022 AFSCME 43.90$ 46.10$ 48.41$ 50.83$ 53.37$ Electrical Technician - Assistant A120 10/14/2022 AFSCME 32.39$ 34.01$ 35.71$ 37.50$ 39.38$ Electrical Technician - Lead A335 10/14/2022 AFSCME 54.18$ 56.89$ 59.73$ 62.72$ 65.86$ Electrical Technician - Senior A500 10/14/2022 AFSCME 48.16$ 50.57$ 53.10$ 55.76$ 58.55$ Emergency Medical Technician - Hourly X281 11/11/2022 HOURLY 19.95$ 20.95$ 22.00$ 23.10$ 24.25$ Emergency Services Manager M780 9/16/2022 MID MGMT 49.70$ 52.19$ 54.80$ 57.54$ 60.42$ EMS Battalion Chief M420 7/22/2022 PSM FIRE 80 86.43$ 90.75$ 95.29$ 100.05$ 105.05$ Engineer - Associate M115 9/16/2022 MID MGMT 57.91$ 60.81$ 63.85$ 67.04$ 70.39$ Engineer - Principal M760 9/16/2022 MID MGMT 75.47$ 79.24$ 83.20$ 87.36$ 91.73$ Engineer- Senior M340 9/16/2022 MID MGMT 68.92$ 72.37$ 75.99$ 79.79$ 83.78$ Engineering Technician A167 10/14/2022 AFSCME 37.29$ 39.15$ 41.11$ 43.17$ 45.33$ Engineering Technician - Senior A168 10/14/2022 AFSCME 41.04$ 43.09$ 45.24$ 47.50$ 49.87$ Environmental Compliance Inspector - Hourly X465 11/11/2022 HOURLY 43.33$ 45.50$ 47.78$ 50.17$ 52.68$ Environmental Compliance Inspector - Senior D160 9/30/2022 WQCP OP ENG 54.54$ 57.27$ 60.13$ 63.14$ 66.30$ Environmental Compliance Inspector I D210 9/30/2022 WQCP OP ENG 43.96$ 46.16$ 48.47$ 50.89$ 53.43$ Environmental Compliance Inspector II D155 9/30/2022 WQCP OP ENG 48.34$ 50.76$ 53.30$ 55.97$ 58.77$ Environmental Compliance Supervisor M450 9/16/2022 MID MGMT 72.38$ 76.00$ 79.80$ 83.79$ 87.98$ Equipment Mechanic A170 10/14/2022 AFSCME 38.49$ 40.41$ 42.43$ 44.55$ 46.78$ Equipment Mechanic - Hourly X510 11/11/2022 HOURLY 38.49$ 40.41$ 42.43$ 44.55$ 46.78$ Equipment Mechanic - Lead A345 10/14/2022 AFSCME 41.68$ 43.76$ 45.95$ 48.25$ 50.66$ Equipment Operator A175 10/14/2022 AFSCME 37.52$ 39.40$ 41.37$ 43.44$ 45.61$ Executive Assistant To The City Manager O410 9/16/2022 CONFID 44.23$ 46.44$ 48.76$ 51.20$ 53.76$ Financial Analyst - Senior M615 9/16/2022 MID MGMT 52.90$ 55.54$ 58.32$ 61.24$ 64.30$ Financial Analyst I M600 9/16/2022 MID MGMT 43.74$ 45.93$ 48.23$ 50.64$ 53.17$ Financial Analyst II M610 9/16/2022 MID MGMT 48.10$ 50.51$ 53.04$ 55.69$ 58.47$ Financial Services Manager M770 9/16/2022 MID MGMT 66.13$ 69.44$ 72.91$ 76.56$ 80.39$ Fire Apparatus Engineer B120 9/30/2022 IAFF 41.78$ 43.87$ 46.06$ 48.36$ 50.78$ Fire Apparatus Engineer (40 Hours)B121 9/30/2022 IAFF 58.49$ 61.41$ 64.48$ 67.70$ 71.08$ Fire Battalion Chief (40 Hours)M205 7/22/2022 PSM FIRE 80 86.43$ 90.75$ 95.29$ 100.05$ 105.05$ Fire Battalion Chief (56 Hours)M390 7/22/2022 PSM FIRE 112 61.75$ 64.84$ 68.08$ 71.48$ 75.05$ Fire Captain (40 Hours)B101 9/30/2022 IAFF 65.38$ 68.65$ 72.08$ 75.68$ 79.46$ Fire Captain (56 Hours)B100 9/30/2022 IAFF 46.70$ 49.04$ 51.49$ 54.06$ 56.76$ Fire Chief - Deputy M110 7/22/2022 PSM FIRE 80 100.60$ 105.63$ 110.91$ 116.46$ 122.28$ Fire Courier - Hourly X540 11/11/2022 HOURLY 21.63$ 22.71$ 23.85$ 25.04$ 26.29$ Fire Marshal M410 7/22/2022 PSM FIRE 80 88.28$ 92.69$ 97.32$ 102.19$ 107.30$ Fire Marshal - Deputy B185 12/14/2022 IAFF 68.37$ 71.79$ 75.38$ 79.15$ 83.11$ Groundsperson A505 10/14/2022 AFSCME 35.14$ 36.90$ 38.74$ 40.68$ 42.71$ Housing Manager M195 11/11/2022 MID MGMT 71.83$ 75.42$ 79.19$ 83.15$ 87.31$ Human Resources Analyst - Senior M271 9/16/2022 MID MGMT 52.32$ 54.94$ 57.69$ 60.57$ 63.60$ Human Resources Analyst I M700 9/16/2022 MID MGMT 43.23$ 45.40$ 47.68$ 50.07$ 52.58$ Human Resources Analyst II M270 9/16/2022 MID MGMT 47.53$ 49.91$ 52.41$ 55.03$ 57.78$ Human Resources Clerk - Hourly X310 11/11/2022 HOURLY 32.76$ 34.40$ 36.12$ 37.93$ 39.83$ Steps are listed as hourly rates, except where otherwise specified Page 2 of 5 471 EXHIBIT A - Resolution No. 22-1061 City of South San Francisco | Salary Schedule Effective 12/14/2022 JOB TITLE JOB CODE EFFECTIVE DATE UNIT STEP 1 STEP 2 STEP 3 STEP 4 STEP 5 STEP 6 STEP 7 STEP 8 Human Resources Manager M775 9/16/2022 MID MGMT 68.15$ 71.56$ 75.14$ 78.90$ 82.84$ Human Resources Technician O265 9/16/2022 CONFID 35.99$ 37.79$ 39.68$ 41.66$ 43.74$ Human Resources Technician - Hourly X265 11/11/2022 HOURLY 35.99$ 37.79$ 39.68$ 41.66$ 43.74$ Information Systems Administrator M650 9/16/2022 MID MGMT 61.05$ 64.10$ 67.31$ 70.68$ 74.21$ Information Systems Administrator - Senior M790 9/16/2022 MID MGMT 64.10$ 67.31$ 70.68$ 74.21$ 77.92$ Information Technology Manager M805 9/16/2022 MID MGMT 67.46$ 70.83$ 74.37$ 78.09$ 81.99$ Intern - Hourly X115 11/11/2022 HOURLY 16.74$ 40.00$ Laboratory Chemist D120 9/30/2022 WQCP OP ENG 50.50$ 53.02$ 55.67$ 58.45$ 61.37$ Laboratory Chemist - Hourly X545 11/11/2022 HOURLY 50.50$ 53.02$ 55.67$ 58.45$ 61.37$ Laboratory Chemist - Senior D170 9/30/2022 WQCP OP ENG 58.32$ 61.24$ 64.30$ 67.52$ 70.90$ Laboratory Supervisor M220 9/16/2022 MID MGMT 64.20$ 67.41$ 70.79$ 74.33$ 78.05$ Librarian I A210 10/14/2022 AFSCME 35.77$ 37.56$ 39.44$ 41.41$ 43.48$ Librarian I - Hourly X210 11/11/2022 HOURLY 35.77$ 37.56$ 39.44$ 41.41$ 43.48$ Librarian II A240 10/14/2022 AFSCME 39.36$ 41.33$ 43.40$ 45.57$ 47.85$ Librarian II - Hourly X670 11/11/2022 HOURLY 39.36$ 41.33$ 43.40$ 45.57$ 47.85$ Library Assistant I A220 10/14/2022 AFSCME 27.56$ 28.94$ 30.39$ 31.91$ 33.51$ Library Assistant I - Hourly X220 11/11/2022 HOURLY 27.56$ 28.94$ 30.39$ 31.91$ 33.51$ Library Assistant II A215 10/14/2022 AFSCME 30.46$ 31.98$ 33.58$ 35.26$ 37.02$ Library Assistant II - Hourly X225 11/11/2022 HOURLY 30.46$ 31.98$ 33.58$ 35.26$ 37.02$ Library Clerk - Hourly X235 11/11/2022 HOURLY 19.52$ 20.50$ 21.53$ 22.61$ 23.74$ Library Director - Assistant M640 9/16/2022 MID MGMT 67.52$ 70.90$ 74.45$ 78.17$ 82.08$ Library Page - Hourly X250 11/11/2022 HOURLY 16.74$ 17.58$ 18.46$ 19.38$ 20.35$ Library Program Manager M235 9/16/2022 MID MGMT 53.53$ 56.21$ 59.03$ 61.99$ 65.09$ Library Specialist - Supervising A670 10/14/2022 AFSCME 36.05$ 37.85$ 39.74$ 41.73$ 43.82$ Literacy Program Manager M500 9/16/2022 MID MGMT 53.53$ 56.21$ 59.03$ 61.99$ 65.09$ Literacy Services Assistant Coordinator - Hourly X655 11/11/2022 HOURLY 29.76$ 31.25$ 32.81$ 34.45$ 36.17$ Literacy Services Assistant I - Hourly X665 11/11/2022 HOURLY 26.94$ 28.29$ 29.70$ 31.18$ 32.74$ Literacy Services Coordinator A445 10/14/2022 AFSCME 39.30$ 41.26$ 43.32$ 45.49$ 47.76$ Maintenance Craftsworker A280 10/14/2022 AFSCME 37.03$ 38.88$ 40.82$ 42.86$ 45.00$ Maintenance Supervisor M255 9/16/2022 MID MGMT 47.70$ 50.09$ 52.60$ 55.24$ 58.01$ Management Analyst I M570 9/16/2022 MID MGMT 47.00$ 49.35$ 51.82$ 54.41$ 57.13$ Management Analyst II M560 9/16/2022 MID MGMT 51.69$ 54.27$ 56.98$ 59.83$ 62.82$ Miscellaneous Hourly X280 11/11/2022 HOURLY 16.74$ 87.55$ Office Assistant - Hourly X440 11/11/2022 HOURLY 26.15$ 27.46$ 28.83$ 30.27$ 31.78$ Office Specialist A295 10/14/2022 AFSCME 28.98$ 30.43$ 31.95$ 33.55$ 35.23$ Office Specialist - Hourly X415 11/11/2022 HOURLY 28.98$ 30.43$ 31.95$ 33.55$ 35.23$ Paramedic Firefighter B130 9/30/2022 IAFF 41.78$ 43.87$ 46.06$ 48.36$ 50.78$ Paramedic Firefighter Recruit (40 Hours)B135 9/30/2022 IAFF 55.69$ Park Maintenance Worker A250 10/14/2022 AFSCME 31.30$ 32.86$ 34.50$ 36.23$ 38.04$ Park Maintenance Worker - Hourly X300 11/11/2022 HOURLY 31.30$ 32.86$ 34.50$ 36.23$ 38.04$ Park Maintenance Worker - Lead A195 10/14/2022 AFSCME 37.24$ 39.10$ 41.05$ 43.10$ 45.26$ Park Maintenance Worker - Senior A350 10/14/2022 AFSCME 33.53$ 35.21$ 36.97$ 38.82$ 40.76$ Parking Enforcement Officer C175 10/14/2022 PO NONWORN 28.75$ 30.19$ 31.70$ 33.29$ 34.95$ Parking Enforcement Officer - Hourly X180 11/11/2022 HOURLY 28.75$ 30.19$ 31.70$ 33.29$ 34.95$ Parking System Technician A245 10/14/2022 AFSCME 37.24$ 39.10$ 41.05$ 43.10$ 45.26$ Parks and Recreation Deputy Director M840 9/16/2022 MID MGMT 76.50$ 80.32$ 84.34$ 88.56$ 92.99$ Payroll Administrator M785 9/16/2022 MID MGMT 47.66$ 50.04$ 52.54$ 55.17$ 57.93$ Steps are listed as hourly rates, except where otherwise specified Page 3 of 5 472 EXHIBIT A - Resolution No. 22-1061 City of South San Francisco | Salary Schedule Effective 12/14/2022 JOB TITLE JOB CODE EFFECTIVE DATE UNIT STEP 1 STEP 2 STEP 3 STEP 4 STEP 5 STEP 6 STEP 7 STEP 8 Payroll Specialist II O270 11/11/2022 CONFID 39.10$ 41.06$ 43.11$ 45.27$ 47.53$ Payroll Specialist I O275 11/11/2022 CONFID 35.47$ 37.24$ 39.10$ 41.06$ 43.11$ Permit Technician A460 10/14/2022 AFSCME 41.20$ 43.26$ 45.42$ 47.69$ 50.07$ Permit Technician - Senior A700 10/14/2022 AFSCME 44.31$ 46.53$ 48.86$ 51.30$ 53.86$ Planner - Associate M125 9/16/2022 MID MGMT 46.57$ 48.90$ 51.35$ 53.92$ 56.62$ Planner - Principal M590 9/16/2022 MID MGMT 61.98$ 65.08$ 68.34$ 71.76$ 75.35$ Planner - Senior M335 9/16/2022 MID MGMT 57.68$ 60.57$ 63.60$ 66.79$ 70.13$ Planner- Associate - Hourly X125 11/11/2022 HOURLY 46.57$ 48.90$ 51.35$ 53.92$ 56.62$ Planner- Senior - Hourly X335 11/11/2022 HOURLY 53.56$ 56.24$ 59.05$ 62.01$ 65.11$ Planning Technician A462 10/14/2022 AFSCME 41.19$ 43.25$ 45.41$ 47.68$ 50.06$ Plant Electrician I D105 9/30/2022 WQCP OP ENG 43.38$ 45.55$ 47.83$ 50.22$ 52.73$ Plant Electrician I - Hourly X500 11/11/2022 HOURLY 43.38$ 45.55$ 47.83$ 50.22$ 52.73$ Plant Electrician II D140 9/30/2022 WQCP OP ENG 47.71$ 50.10$ 52.61$ 55.24$ 58.00$ Plant Maintenance Supervisor M745 9/16/2022 MID MGMT 59.93$ 62.93$ 66.08$ 69.39$ 72.86$ Plant Mechanic - Apprentice D220 9/30/2022 WQCP OP ENG 34.04$ 36.66$ 39.28$ 41.90$ 44.51$ 47.13$ 49.75$ 52.37$ Plant Mechanic - Hourly X355 11/11/2022 HOURLY 38.60$ 40.53$ 42.56$ 44.69$ 46.92$ Plant Mechanic- Assistant - Hourly X135 11/11/2022 HOURLY 32.77$ 34.41$ 36.13$ 37.93$ 39.83$ Plant Mechanic I D130 9/30/2022 WQCP OP ENG 39.14$ 41.10$ 43.15$ 45.31$ 47.58$ Plant Mechanic II D135 9/30/2022 WQCP OP ENG 43.09$ 45.24$ 47.50$ 49.88$ 52.37$ Plant Mechanic- Lead D180 9/30/2022 WQCP OP ENG 48.54$ 50.97$ 53.52$ 56.20$ 59.01$ Plant Operator - Apprentice D100 9/30/2022 WQCP OP ENG 32.60$ 35.11$ 37.61$ 40.12$ 42.63$ 45.14$ 47.64$ 50.15$ Plant Operator I D145 9/30/2022 WQCP OP ENG 37.50$ 39.37$ 41.34$ 43.41$ 45.58$ Plant Operator I - Contract Ft X145 11/11/2022 HOURLY 37.50$ 39.37$ 41.34$ 43.41$ 45.58$ Plant Operator I - Hourly X140 11/11/2022 HOURLY 37.50$ 39.37$ 41.34$ 43.41$ 45.58$ Plant Operator II D150 9/30/2022 WQCP OP ENG 41.26$ 43.32$ 45.49$ 47.76$ 50.15$ Plant Operator II - Hourly X530 11/11/2022 HOURLY 41.26$ 43.32$ 45.49$ 47.76$ 50.15$ Plant Operator III D200 9/30/2022 WQCP OP ENG 43.30$ 45.47$ 47.74$ 50.13$ 52.64$ Plant Operator- Lead D190 9/30/2022 WQCP OP ENG 47.64$ 50.02$ 52.52$ 55.15$ 57.91$ Plant Superintendent M355 9/16/2022 MID MGMT 79.88$ 83.87$ 88.06$ 92.46$ 97.08$ Plant Superintendent - Assistant M465 9/16/2022 MID MGMT 76.00$ 79.80$ 83.79$ 87.98$ 92.38$ Plant Utility Worker D125 9/30/2022 WQCP OP ENG 34.32$ 36.04$ 37.84$ 39.73$ 41.72$ Plant Utility Worker - Hourly X490 11/11/2022 HOURLY 34.32$ 36.04$ 37.84$ 39.73$ 41.72$ Police Captain M280 7/22/2022 PSM POLICE 102.79$ 107.93$ 113.33$ 119.00$ 124.95$ Police Chief - Deputy M765 7/22/2022 PSM POLICE 108.95$ 114.40$ 120.13$ 126.14$ 132.45$ Police Communications & Records Manager M285 9/16/2022 MID MGMT 64.10$ 67.30$ 70.66$ 74.19$ 77.90$ Police Corporal C100 10/14/2022 PO SWORN 66.98$ 68.65$ 70.37$ 72.13$ Police Court Liaison - Hourly X193 11/11/2022 HOURLY 29.57$ 31.05$ 32.60$ 34.23$ 35.94$ Police Lieutenant M275 7/22/2022 PSM POLICE 86.90$ 91.25$ 95.81$ 100.60$ 105.63$ Police Media Technician C220 10/14/2022 PO NONWORN 34.18$ 35.89$ 37.68$ 39.56$ 41.54$ Police Officer C115 10/14/2022 PO SWORN 50.01$ 53.51$ 57.26$ 61.27$ 65.56$ Police Property / Evidence Specialist C110 10/14/2022 PO NONWORN 33.35$ 35.02$ 36.77$ 38.61$ 40.54$ Police Property/Evidence Assistant - Hourly X190 11/11/2022 HOURLY 27.90$ 29.29$ 30.76$ 32.29$ 33.91$ Police Records Specialist C105 10/14/2022 PO NONWORN 30.82$ 32.36$ 33.98$ 35.68$ 37.46$ Police Records Specialist - Hourly X191 11/11/2022 HOURLY 30.82$ 32.36$ 33.98$ 35.68$ 37.46$ Police Records Specialist - Senior C180 10/14/2022 PO NONWORN 32.47$ 34.09$ 35.79$ 37.58$ 39.46$ Police Records Specialist - Supervising C200 10/14/2022 PO NONWORN 35.46$ 37.23$ 39.09$ 41.04$ 43.09$ Police Recruit C190 10/14/2022 PO SWORN 49.04$ Steps are listed as hourly rates, except where otherwise specified Page 4 of 5 473 EXHIBIT A - Resolution No. 22-1061 City of South San Francisco | Salary Schedule Effective 12/14/2022 JOB TITLE JOB CODE EFFECTIVE DATE UNIT STEP 1 STEP 2 STEP 3 STEP 4 STEP 5 STEP 6 STEP 7 STEP 8 Police Reserve Officer - Hourly X325 11/11/2022 HOURLY 47.75$ Police Sergeant C165 10/14/2022 PO SWORN 71.87$ 73.67$ 75.51$ 77.40$ 79.33$ Police Service Technician C125 10/14/2022 PO NONWORN 31.71$ 33.30$ 34.97$ 36.72$ 38.56$ Police Service Technician - Hourly X192 11/11/2022 HOURLY 31.71$ 33.30$ 34.97$ 36.72$ 38.56$ Preschool Teacher I A495 10/14/2022 AFSCME 24.80$ 26.04$ 27.34$ 28.71$ 30.15$ Preschool Teacher I - Hourly X690 11/11/2022 HOURLY 24.80$ 26.04$ 27.34$ 28.71$ 30.15$ Preschool Teacher II A680 10/14/2022 AFSCME 27.30$ 28.66$ 30.09$ 31.59$ 33.17$ Preschool Teacher II - Hourly X680 11/11/2022 HOURLY 27.30$ 28.66$ 30.09$ 31.59$ 33.17$ Program Manager M750 10/14/2022 MID MGMT 63.62$ 66.80$ 70.14$ 73.65$ 77.33$ Public Works Deputy Director M820 9/16/2022 MID MGMT 83.79$ 87.98$ 92.38$ 97.00$ 101.85$ Public Works Inspector A310 10/14/2022 AFSCME 46.60$ 48.93$ 51.38$ 53.95$ 56.65$ Public Works Maintenance Worker A275 10/14/2022 AFSCME 31.30$ 32.86$ 34.50$ 36.23$ 38.04$ Public Works Maintenance Worker - Hourly X345 11/11/2022 HOURLY 31.30$ 32.86$ 34.50$ 36.23$ 38.04$ Public Works Maintenance Worker - Lead A200 10/14/2022 AFSCME 37.24$ 39.10$ 41.05$ 43.10$ 45.26$ Public Works Maintenance Worker - Senior A360 10/14/2022 AFSCME 33.53$ 35.21$ 36.97$ 38.82$ 40.76$ Recreation & Community Services Prog Coor - Hourly X700 11/11/2022 HOURLY 34.37$ 36.09$ 37.89$ 39.78$ 41.77$ Recreation & Community Services Program Coord M530 9/16/2022 MID MGMT 34.37$ 36.09$ 37.89$ 39.78$ 41.77$ Recreation & Community Services Supervisor M295 9/16/2022 MID MGMT 49.05$ 51.51$ 54.09$ 56.80$ 59.65$ Recreation Instructor - Hourly X350 11/11/2022 HOURLY 16.74$ 40.00$ Recreation Leader I - Hourly X360 11/11/2022 HOURLY 16.74$ 17.58$ 18.46$ 19.38$ 20.35$ Recreation Leader II A610 10/14/2022 AFSCME 18.74$ 19.68$ 20.66$ 21.69$ 22.77$ Recreation Leader II - Hourly X365 11/11/2022 HOURLY 18.74$ 19.68$ 20.66$ 21.69$ 22.77$ Recreation Leader III A620 10/14/2022 AFSCME 20.31$ 21.33$ 22.40$ 23.52$ 24.70$ Recreation Leader III - Hourly X370 11/11/2022 HOURLY 20.31$ 21.33$ 22.40$ 23.52$ 24.70$ Recreation Leader IV A515 10/14/2022 AFSCME 22.55$ 23.68$ 24.86$ 26.10$ 27.40$ Recreation Leader IV - Hourly X375 11/11/2022 HOURLY 22.55$ 23.68$ 24.86$ 26.10$ 27.40$ Safety Inspector - Hourly X181 11/11/2022 HOURLY 29.96$ 31.46$ 33.03$ 34.69$ 36.42$ Safety Inspector I B200 9/30/2022 IAFF 56.52$ 59.35$ 62.32$ 65.44$ 68.71$ Safety Inspector II B195 9/30/2022 IAFF 62.15$ 65.26$ 68.52$ 71.95$ 75.55$ Safety Inspector III B190 9/30/2022 IAFF 66.85$ 70.19$ 73.70$ 77.38$ 81.25$ Sweeper Operator A370 10/14/2022 AFSCME 36.43$ 38.25$ 40.16$ 42.17$ 44.28$ Technical Services Supervisor M735 9/16/2022 MID MGMT 59.50$ 62.47$ 65.59$ 68.87$ 72.31$ Tree Trimmer A375 10/14/2022 AFSCME 37.52$ 39.40$ 41.37$ 43.44$ 45.61$ Van Driver A510 10/14/2022 AFSCME 18.62$ 19.55$ 20.53$ 21.56$ 22.64$ Van Driver - Hourly X555 11/11/2022 HOURLY 18.62$ 19.55$ 20.53$ 21.56$ 22.64$ Steps are listed as hourly rates, except where otherwise specified Page 5 of 5 474 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-1057 Agenda Date:12/14/2022 Version:1 Item #:21. Report regarding a resolution approving the First Amendment to the Purchase and Sale Agreement and Joint Escrow Instructions with Eden Housing,Inc.for the sale of a portion of the City-owned property at 201 Baden for a senior affordable housing development.(Nell Selander, Economic & Community Development Director) RECOMMENDATION Staff recommends adopting a resolution approving the First Amendment to the Purchase and Sale Agreement and Joint Escrow Instructions with Eden Housing,Inc.for the sale of a portion of the City- owned property at 201 Baden for a senior affordable housing development. BACKGROUND The City-owned property at 201 Baden Avenue (“the Property”)is improved with a retired firehouse.The Property is comprised of three land parcels (APNs 012-335-100,012-335-110 and a third parcel,which has not been assigned an APN)totaling approximately 22,460 square feet (0.51 acres). In 2017,the City determined that the unused Property presented an opportunity for redevelopment development and issued a Request for Qualifications (“RFQ”)to potential developers.Based on the RFQ responses,the City selected a development team comprised of a commercial owner/user to restore and convert the firehouse to office and a residential developer.Since the development team’s selection,the residential developer has been replaced by Eden Housing,Inc (“Eden”),a nonprofit affordable housing developer. In November 2021,the City and Eden executed a Purchase and Sale Agreement (the “PSA”) pursuant to which Eden would purchase approximately 0.3-acre portion of the Property (the “Eden Parcel”),the portion not occupied by the retired firehouse,for a senior affordable housing project.The PSA specifies a purchase price of $1.00 and a close of escrow date of no later than December 31,2022,to comply with the Surplus Land Act. KFC Parcel While roughly 50 units could be accommodated on the Eden Parcel,more than 80 units could be accommodated if it is combined with the adjoining property,199 Airport Boulevard,on which an existing KFC restaurant is located (the “KFC Parcel”).The KFC Parcel is owned by a private owner who is a former employee of Harman,one of the largest franchisers of KFCs in the United States.The KFC Parcel was given to the current owner by Harman as a form of a retirement plan,with retirement income earned from the KFC restaurant lease.Harman owns the KFC franchise restaurant on the KFC Parcel.Harman also has reversionary purchase rights for the KFC Parcel,meaning it will one day own it. Harman has a significant interest in partnering with Eden to build a new state of the art restaurant with a drive-through and,as such,Harman has been trying to obtain title to the land prior to its reversionary rights being triggered.Eden has negotiated a purchase and sale agreement with Harman,as is required by the PSA,but it has not been executed because Harman has been unable to obtain title from the current owner.Harman has executed its reversionary rights on other similar City of South San Francisco Printed on 12/9/2022Page 1 of 2 powered by Legistar™475 File #:22-1057 Agenda Date:12/14/2022 Version:1 Item #:21. to obtain title from the current owner.Harman has executed its reversionary rights on other similar properties,as this practice of conveying a property to a former employee as a retirement benefit was a practice of the company for some time.While Harman,and therefore Eden,do not yet control the KFC Parcel,there is an interest by both to continue pursuing the eventual merger of the sites and their redevelopment. State Grant In January 2022,the City was awarded a competitive Local Housing Trust Fund (LHTF)grant by the California Department of Housing and Community Development for the project with Eden.The award of $2,362,500 will be matched by the City’s land contribution and a loan of $1,882,500 from the City’s Housing Trust Fund. DISCUSSION Eden remains committed to the 82-unit senior affordable housing project spanning both the Eden and KFC Parcels originally proposed to the City and would like to proceed to close escrow and acquire the Eden Parcel from the City.However,owing to the uncertainty around Harman’s ability to exercise its reversionary rights or repurchase the KFC Parcel from the current owner,Eden has requested to amend the PSA to move some pre-closing obligations to post-closing obligations and amend the schedule of performance (see Attachment 1). Most significantly, Eden is requesting: 1)One more year (until December 31, 2023) to execute the PSA with Harman or 2)If they are unable to secure the KFC Parcel,pursue a smaller,roughly 50-unit project on the Eden Parcel or return the property to the City. Under the proposed amendment,if Eden is unable to execute the PSA with Harman by the end of 2023,the City at its discretion could require that they return the Eden Parcel.The City would then be able to remarket the site for affordable housing,or some other use.Alternatively,should the City desire Eden to pursue a smaller development on the Eden Parcel and Eden still believes it can feasibly build the smaller project,then Eden will proceed to submit an entitlement application for the smaller project in 2024.If Eden is not able to pursue the smaller project then the parcel would be returned to the City as described above. FISCAL IMPACT There is no fiscal impact of adopting this resolution. RELATIONSHIP TO STRATEGIC PLAN This request is in alignment with Priority 2, Quality of Life, and providing a full range of housing options to the South San Francisco community. CONCLUSION While this amendment will further delay this project,staff recommends proceeding as it has the potential to keep the KFC Parcel in play as part of a larger redevelopment,ultimately bringing more affordable units to the South San Francisco community, and it will allow for the continued leveraging of the state LHTF grant award. Attachments: 1.Letter from Eden Housing Requesting PSA Amendments City of South San Francisco Printed on 12/9/2022Page 2 of 2 powered by Legistar™476 22645 Grand Street | Hayward, CA 94541 | Tel: 510-582-1460 | edenhousing.org Broker License No. 872400 December 5, 2022 Ms. Nell Selander Director City of South San Francisco Economic & Community Development Department PO Box 711 South San Francisco, CA 94083-0711 Dear Ms. Selander: Please accept this letter as Eden Housing’s request for an administrative waiver of the closing conditions specified in the DDLA dated November 2021 between Eden Housing and the City of South San Francisco for the proposed development at 201 Baden Avenue, currently being used as a public parking lot. The attached draft resolution details the conditions of the DDLA that we seek to waive to effectuate the closing of 201 Baden Avenue. The proposed development envisioned Eden Housing having site control in the form of an executed Purchase and Sale Agreement, of the neighboring KFC at 199 Airport Boulevard. Late last year, Eden and Harman Management negotiated a PSA that was ready for execution upon Harman taking title to the property. Despite Harman’s best efforts to take title to the property, they have been unable to do so, and the PSA remains unexecuted. Should Harman remain unsuccessful in their negotiations with the current title holder, Harman has shared with us a lease agreement in which Harman has the option to purchase the property in 2035 or upon the title holder’s passing. Harman has indicated that they will exercise this option and we have requested this in writing. Eden Housing remains hopeful that we will gain site control of the KFC and move forward with the highest and best use of this highly visible corner in downtown – the originally envisioned 82-unit senior housing property with a ground floor restaurant with drive-thru. However, we are aware of the City’s requirement to comply with the Surplus Lands Act and close on the city-owned site by year-end 2022, as per the DDLA. Upon your agreement of this joint waiver, we will work with the City to close on the property. Upon closing the property at 201 Baden Avenue, Eden will lease the parcel back to the City at the cost of actual third-party expenses incurred by Eden for the City’s continued use as a paved surface public parking lot until the commencement of the housing project on the parcel(s). This structure is similar to the agreement Eden has with the City of Livermore, the lease is attached as an example. 477 To effectuate the purchase of 201 Baden Avenue, Eden proposes a new performance schedule as follows: City Funding Application Completed County Funding Application Completed City Land Commitment Completed Close on City Land 12/31/2022 KFC Land Commitment (signed PSA) 12/31/2023 or earlier Select Consultants 12/31/2023 or earlier Entitlement and Planning App Submittal 5/1/2023 Receive Approvals from City 2/1/2024 Submit Construction Design 7/1/2024 Apply for funding sources Apply for tax credits 8/1/2025 Close on KFC parcel, Start Construction 2/1/2026 Should an executed PSA for the KFC be obtained by 12/31/2023, Eden will move forward with the predevelopment of the original 82 1-bedroom unit building with structured parking and KFC with drive-thru on the ground floor. Eden has secured $6.9 million for an estimated $68 million project ($830k per unit). Initial conversations with the San Mateo Department of Housing indicates there is no expiration date to the AHF 9.0 funds. Per HCD’s LHTF program regulations (section 109), the City’s LHTF funds ($2.3 million) must be encumbered by a loan commitment to a developer (Eden) within 60 months of the date of the executed state Standard Agreement. The LHTF was awarded to the City in January 2022, giving the City until January 2027 to encumber the funds. Under the proposed schedule, Eden hopes to be able to encumber the funds in early 2024. Financing Sources Amount Status 4% LIHTC $35,000,000 Perm loan tranche A $1,000,000 FHLB $810,000 City soft loan $2,362,500 Committed (LHTF) County soft loan $1,200,000 Committed (AHF 9.0) Land Donation $1,440,000 Committed City soft loan $1,890,000 Committed (City affordable housing trust fund) Deferred fee $440,000 478 County soft loan $3,267,437 Gap $21,000,000 TDC $68,409,937 Should site control of the KFC not be obtained by 12/31/2023, Eden will reconvey the parcel to the City or we will move forward with the predevelopment of 50-60 1- bedrooms 100% affordable rental building for seniors at 201 Baden Avenue. We envision the project would be on a similar footprint to that proposed by Group 4 Architecture in 2017 on the City-owned lot. We will review preliminary site plans with the City to ensure the project meets the City’s needs. On a per unit basis, the cost for this project would be between $41 million and $50 million. We would seek funds from the same sources as proposed in the larger project. Please let me know if you have any questions or would like more information to process this request. Best Tami Strauss Associate Director of Real Estate Development 479 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-1048 Agenda Date:12/14/2022 Version:1 Item #:21a. Resolution approving a First Amendment to the Purchase and Sale Agreement with Eden Housing for the Firehouse Live Project and authorizing the City Manager to execute the amendment. WHEREAS, the City of South San Francisco (“City”) is the owner of certain real property located at 201 Baden Avenue, South San Francisco, which contains an old firehouse structure that has been decommissioned, and known as County Assessor’s Parcel Numbers (“APN”) 012-335-100, 012-335-110, and the portion of Cypress Street that is to be vacated, with a combined lot size of 22,500 square feet; and WHEREAS, the City contemplated a firehouse rehabilitation project that would bifurcate the 201 Baden Avenue parcel into two separate parcels, temporarily identified as “201a” and “201b” Baden Avenue (and subsequently to be identified as APNs 012-335-100 and 012-335-110 after bifurcation), with the proposed development consisting of a commercial developer rehabilitating the existing old firehouse structure on the 201a Baden Avenue parcel into commercial space while preserving its historical significance, and of a housing developer constructing a separate affordable residential project on the 201b Baden Avenue parcel; and WHEREAS, in November 2021, the City Council approved and the City executed a Purchase And Sale Agreement And Joint Escrow Instructions (“PSA”) with Eden Housing, Inc. (“Buyer”) at the nominal price of $1.00 to convey the 201b parcel to Buyer for pursuing the affordable residential project component, which is anticipated to provide the opportunity for the construction of as many as 82 Below Market Rate (BMR) units in the City and increase much needed housing opportunities to the public’s benefit and welfare; and WHEREAS, to facilitate the closing of the parcel sale and the ongoing pursuit of the affordable residential project, City and Buyer now desire to amend the PSA to amend the Schedule of Performance, modify certain closing and post-closing obligations, and make other related amendments, as more particularly provided in the negotiated First Amendment attached hereto as Exhibit A. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco does hereby resolve as follows: 1.The foregoing recitals are true and correct and made a part of this Resolution. 2.A First Amendment to the PSA, attached hereto as Exhibit A, effectuating certain amendments as described therein, is hereby approved. 3.The City Manager is hereby authorized to enter into and execute on behalf of the City Council the First Amendment to the PSA, in substantially the same form attached hereto as Exhibit A; and to make any non- material revisions, amendments or modifications deemed necessary to carry out the intent of this Resolution. 4.The City Manager is hereby authorized to execute any other related documents and to take any and all other actions necessary to implement this intent of this Resolution, subject to approval as to form by the City Attorney. City of South San Francisco Printed on 12/9/2022Page 1 of 2 powered by Legistar™480 File #:22-1048 Agenda Date:12/14/2022 Version:1 Item #:21a. ***** City of South San Francisco Printed on 12/9/2022Page 2 of 2 powered by Legistar™481 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (201 Baden Avenue, South San Francisco, California) This First Amendment to Purchase And Sale Agreement And Joint Escrow Instructions (this "Amendment") is made effective as of December 14, 2022 (“Effective Date”) by and between the City of South San Francisco, a municipal corporation (“Seller”) and Eden Housing, Inc., a California nonprofit public benefit corporation (“Buyer”). Seller and Buyer are sometimes collectively referred to herein as “the parties.” RECITALS A. Seller and Buyer entered into that certain Purchase And Sale Agreement And Joint Escrow Instructions dated November 16, 2021 (the “Agreement”) with respect to that certain real property located at 201 Baden Avenue, South San Francisco, California (Assessor’s Parcel Number ______________) and other associated assets as more particularly described in the Agreement (collectively, the “Property”). A copy of the Agreement and its exhibits are attached hereto as Exhibit A and incorporated herein. B. Seller and Buyer desire to amend the Agreement to amend the Schedule of Performance, modify certain closing and post-closing obligations, and make other related amendments, as more particularly provided herein. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and incorporating all of the above as though set forth in full herein and in consideration of all the recitals, conditions and agreements contained herein, the parties hereby agree as follows: 1. Amendment to Agreement. The parties amend the Agreement as follows: a. The Buyer’s Closing conditions set forth under Agreement Section 6(b)(iii) (vacation of Cypress Avenue and a lot line adjustment), Section 6(b)(iv) (license agreement permitting public parking), and Section 6(b)(v) (purchase agreement with the owner of KFC/Taco Bell site) shall be revised to constitute post-closing obligations under Section 6(f) of the Agreement and survive the Close of Escrow. b. The Seller’s Closing conditions set forth under Agreement Section 6(c)(ii) (shared maintenance agreements with Commercial Component Developer), Section 6(c)(iii) (Developer’s Financing Plan), Section 6(c)(iv) (purchase agreement with the owner of KFC/Taco Bell site), Section 6(c)(v) (license agreement permitting public parking) and Section 6(c)(vi) (vacation of Cypress Avenue and lot line adjustment) shall be 482 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (201 BADEN AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA) Page 2 of 4 revised to constitute post-closing obligations under Section 6(f) of the Agreement and survive the Close of Escrow. c. The following post-closing obligations shall be added to Section 6(f) of the Agreement: i. Section 6(f)(v): Within thirty (30) business days from December 31, 2022, Seller shall have approved the vacation of Cypress Avenue and the lot line adjustment bifurcating the Property into two parcels. ii. Section 6(f)(vi): Seller and Buyer shall have negotiated and executed a license agreement in form reasonably satisfactory to Buyer and Seller to permit public parking on the Property until not less than thirty (30) days prior to the date Buyer is ready to close its construction financing. iii. Section 6(f)(vii): Prior to December 31, 2023, Buyer shall have negotiated and executed a Purchase and Sale Agreement with the owner of the KFC/Taco Bell site at 199 Airport Blvd., South San Francisco for the acquisition of such property. If Buyer is unable to acquire such property prior to December 31, 2023, Seller may require re-conveyance of the Property to City or request construction of a 50-60 unit 1 bedroom senior housing project in accordance with Section 6(h) below. iv. Section 6(f)(viii): Not less than thirty (30) days prior to the date Buyer is ready to close its construction financing, Buyer shall have negotiated and executed any agreements for the shared maintenance, construction or access between Buyer and the Commercial Component Developer that are reasonably determined by Buyer to be necessary. v. Section 6(f)(ix): Within thirty (30) days after executing a Purchase and Sale Agreement with the owner of the KFC/Taco Bell site at 199 Airport Blvd., Buyer shall have submitted to Seller for review a proposed insurance, business and financing plan for the development of the Property, which shall include a pro forma reasonably acceptable to Seller and anticipated source and/or proof of construction loan necessary to reasonably complete the development of the Property. Such proof of construction loan may be a letter of interest from a bank referencing interest in the project and verifying interest rates for the project (“Developer’s Financing Plan”). d. Section 6(h) shall be added to the Agreement to read as follows: 483 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (201 BADEN AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA) Page 3 of 4 The parties acknowledge that acquisition of the KFC/Taco Bell site located at 199 Airport Boulevard, South San Francisco (“KFC/Taco Bell Site”) is not in either Seller or Buyer’s control; therefore, the parties agree that if Buyer is able to acquire the KFC/Taco Bell Site on or before December 31, 2023, then Buyer shall proceed with developing an 82-unit senior housing project with a ground floor restaurant and drive thru. If Buyer is unable to negotiate and execute a Purchase and Sale Agreement to acquire the KFC/Taco Bell Site on or before December 31, 2023, then, at its sole discretion within one (1) year from said date, Seller may either require Buyer to re-convey the Property to Seller in accordance with Section 6(g) of the Agreement and Seller may re-enter and take possession of the Property or any portion thereof with all improvements thereon without payment or compensation to Buyer, or request Buyer to proceed with developing a 50-60 unit 1 bedroom senior housing project at the Property. If Buyer does not agree to proceed with such project, Buyer shall re-convey the Property to Seller as described above. e. The Schedule of Performance shall be amended as shown in Exhibit B, attached hereto and incorporated herein. 2. General Provisions. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this Amendment and the meaning of the provisions hereof. The provisions of this Amendment shall be construed as to the fair meaning and not for or against any party based upon any attribution of such party as the sole source of the language in question. Except as expressly amended pursuant to this Amendment, the terms and provisions of the Agreement shall remain unmodified and shall continue in full force and effect, and Buyer and Seller hereby ratify and affirm all their respective rights and obligations under the Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement. In the event of any conflict between this Amendment and the Agreement, this Amendment shall govern. The terms and provisions of this Amendment, together with the Agreement, shall constitute all of the terms and provisions to which Buyer and Seller have agreed with respect to the transaction governed hereby, and there are no other terms and provisions, oral or written, that apply to the Agreement and/or the Property other than as set forth in the Agreement as modified by this Amendment. The provisions of this Amendment shall apply to, be binding upon, and inure to the benefit of the parties hereto and to their respective successors and assigns. This Amendment may be executed in multiple counterparts, all of which shall constitute an original, and all of which together shall constitute a single instrument. Counterparts of this Amendment executed and delivered by facsimile, email or other means of electronic delivery shall constitute originals for all purposes. SIGNATURES ON FOLLOWING PAGE 484 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (201 BADEN AVENUE, SOUTH SAN FRANCISCO, CALIFORNIA) Page 4 of 4 IN WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date. SELLER: CITY OF SOUTH SAN FRANCISCO By: _______________________________ Mike Futrell City Manager ATTEST: By: _______________________________ City Clerk APPROVED AS TO FORM: By: _______________________________ Sky Woodruff City Attorney BUYER: EDEN HOUSING, INC., a California nonprofit public benefit corporation By: _______________________________ Andrea Osgood Senior Vice President of Development 5248270.1 485 1 AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS THIS AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (this “Agreement”) is made effective as of _____________________________, by and between CITY OF SOUTH SAN FRANCISCO, a municipal corporation (“Seller”) and EDEN HOUSING, INC., a California nonprofit public benefit corporation (“Buyer”). RECITALS A. Seller is the owner of certain real property located at 201 Baden Avenue, South San Francisco, San Mateo County (“County”) which contains an old firehouse structure that has been decommissioned (“Old Firehouse”) and known as County Assessor’s Parcel Numbers (“APN”) 012-335-100, 012-335-110, and the portion of Cypress Street that is to be vacated, with a combined lot size of 22,500 square feet, as described more particularly in Exhibit A, collectively and commonly known as the “Old Firehouse Parcel”. B. On March 4, 2019, pursuant to a solicitation process, Seller entered into an Exclusive Negotiating Rights Agreement (“ENRA”) with a prior residential project developer and a separate commercial project developer (“Commercial Component Developer”), which authorized the parties to commence negotiating the terms of purchase agreements relating to the rehabilitation of the Old Firehouse and construction of a mixed-use residential and commercial development on the Old Firehouse Parcel. C. To facilitate this proposal, the Old Firehouse Parcel is to be bifurcated into two separate parcels (to be identified as APNs 012-335-100 and 012-335-110), which are to be effectuated through a lot line adjustment and street vacation at Cypress Avenue to be completed by the Commercial Component Developer and Buyer, and approved by Seller as necessary, with one of the parcel being APN 012-335-110 containing an approximately 0.3-acre parcel as depicted more particularly on Exhibit A-1 attached hereto (“Property”). These parcels will be sold to each developer in separate transactions for their respective projects, where the Property would be sold to the residential project developer. Each developer would be responsible for entitling and developing their respective projects. D. Between 2019 and 2021 and most recently in May 2021, the ENRA was administratively extended and amended several times to extend its terms and, among other things, to replace Buyer as the developer for the residential component of the proposed development on the Old Firehouse Parcel. E. Specifically, the proposed residential development will consist of approximately eighty-two (82) residential units that will all be deed restricted as Below Market Rate on the Property (the “Residential Project”). In addition, Buyer plans to acquire the adjoining property located at 199 Airport Boulevard, South San Francisco, where a KFC/Taco Bell business currently operates, in order to consolidate the two parcels for constructing the Residential Project. G. The ENRA contemplates the Seller, Buyer and the Commercial Component Developer to negotiate two (2) separate purchase agreements in order for Buyer and the            EXHIBIT A TO FIRST AMENDMENT 486 2 Commercial Component Developer to pursue land use entitlements for the Residential Project and the proposed commercial development, respectively, and to acquire the bifurcated parcels respectively for such purposes. H. Buyer agrees to purchase the Property to construct the Residential Project, and Seller agrees to sell the Property to Buyer, subject to the terms and conditions of this Agreement. AGREEMENT NOW, THEREFORE, or and in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer and Seller agree as follows: 1. Purchase and Sale of Real Property. Seller hereby agrees to sell, and Buyer hereby agrees to purchase, upon the terms and conditions contained herein, the Property from Seller. 2. Purchase Price. The purchase price for the Property (the “Purchase Price”) shall be One Dollar ($1.00) subject to Section 7. (a) Approval; CEQA Compliance. The Parties acknowledge and agree that the execution of this Agreement does not constitute Seller’s approval or issuance of any entitlements or permits for the development of the Property or construction of the Residential Project and does not relieve Buyer from its obligations to apply for and obtain all such approvals, entitlements and permits. Further, the execution of this Agreement is subject to compliance with the California Environmental Quality Act (“CEQA”) and does not constitute any approval or determination by Seller thereunder. Buyer acknowledges that Seller is responsible as the lead agency as defined by CEQA to complete all environmental analysis and determination required by CEQA. (i) Schedule of Performance. The Parties have collaborated on an anticipated project milestone schedule attached hereto and incorporated herein as Exhibit D (“Schedule of Performance”). The Parties agree this Schedule of Performance constitutes the reasonable estimates of the timing of performance for actions associated with this Agreement and development of the Property, and agree to adhere to the Schedule of Performance as much as reasonably possible. Any extension of time from the dates set forth in the Schedule of Performance shall require the approval of the City Council except as otherwise provided in Section 6(f)(iv) and Section 18(p). However, in no event shall a failure by either Party to meet any timeline under the Schedule of Performance constitute a default under this Agreement as long as diligent efforts were made towards meeting such timelines. 3. Escrow. (a) Escrow Account. Buyer has opened an interest-bearing escrow account (the “Escrow”), at North American Title Company 21060 Redwood Road, Suite 110, Castro Valley, CA 94546, Attn: Suzanne Smith (the “Escrow Holder”), with interest accruing to the benefit of Buyer. Buyer shall be responsible for all Escrow fees and costs. Escrow Holder shall perform all escrow and title services in connection with this Agreement.       487 3 (b) Opening of Escrow. Within seven (7) business days after the Effective Date, the Parties will deposit into Escrow the fully executed Agreement, or executed counterparts thereto. Escrow shall not open until Seller and Buyer have satisfied all of their respective obligations as set forth below. The date that is the later of the following to occur shall be deemed the “Opening of Escrow”: (i) Buyer shall have cooperated with the Commercial Component Developer to submit all documents, material and maps and undertaken all actions applicable and necessary for Seller to approve, and Seller shall have approved the vacation of Cypress Avenue. (ii) Buyer shall have cooperated with the Commercial Component Developer to submit all documents, materials and maps and undertaken all actions necessary to complete a lot line adjustment bifurcating the Property into two parcels as contemplated in the ENRA. (c) Buyer’s Reimbursement for City Assistance Costs. During the term of this Agreement, Buyer shall reimburse Seller for all City Attorney and consultant time incurred in providing assistance relating to securing financing through obtaining or otherwise receiving a federal or state tax credit(s) for the development of the Property. If Buyer pursues such tax-credit financing, Buyer shall remit to Seller an initial payment in the amount of thirty-thousand dollars ($30,000) in immediately available funds (“Cost Recovery Deposit”). The Cost Recovery Deposit shall be drawn down by Seller to reimburse City Attorney. staff and City consultant costs for completing the obligations that relate to securing tax credit financing for the Property, at the rates most recently approved by City Council in the City’s master fee schedule or under contract. Should the full amount of the Cost Recovery Deposit be exhausted prior to Closing or post-Closing obligations, Buyer shall replenish the Cost Recovery Deposit amount with additional funds necessary to reimburse such City Attorney and consultant costs. Documentation of City’s rate schedule for City Attorney and consultant costs shall be retained by Seller and provided to Buyer upon request. The Cost Recovery Deposit shall not be applied towards the Purchase Price at Closing and any unused portion of the Cost Recovery Deposit shall be refunded to Buyer within thirty (30) days after the completion of all Closing or post-Closing obligations, as applicable. (i) The Purchase Price plus any additional amounts as hereinafter calculated shall be payable to Seller as follows: on or before the “Closing Date” (as defined below), Buyer shall deposit into Escrow cash or other immediately available funds in an amount equal to the balance of the Purchase Price as adjusted for closing costs and proration charges (the “Closing Amount”). If the Closing does not occur for any reason other than a default by Buyer, then Escrow Holder shall forthwith the Closing Amount and all interest earned thereon to Buyer (less any chargeable fees or costs of Escrow Holder and Title Company, as hereinafter set forth) and, neither party shall have any further rights or obligations with respect to the other Party in connection with this Agreement, except as otherwise expressly provided in this Agreement. (ii) If (1) Buyer timely exercises a right to terminate this Agreement in accordance with this Agreement or as a result of a default by Seller, or (2) the Closing does not occur for any reason other than Buyer’s default, neither party shall have any further rights or obligations with respect to the other party in connection with this Agreement.       488 4 4. Title to the Property. At the Closing, Seller shall convey to Buyer marketable and insurable fee simple title to the Property by duly executed and acknowledged grant deed in the form attached hereto as Exhibit “C” (the “Deed”). As a condition to Buyer’s obligations hereunder, North American Title Company (the “Title Company”) will issue an ALTA extended coverage owner’s policy of title insurance insuring fee simple title to the Pr operty in an amount equal to the Purchase Price and subject only to such exceptions as Buyer shall have approved (or been deemed to have approved) pursuant to Section 5(a) (the “Title Policy”). The Title Policy shall provide full coverage against mechanics’ and materialmen’s liens and shall not contain an exception for any matters that would be disclosed by a survey of the Property. In any event, Seller covenants to cause to be released and reconveyed from the Property, and to remove as exceptions to title prior to the Closing the following (the “Pre-Disapproved Exceptions”): any exceptions regarding tenants or other possessory interests, mortgages, deeds of trust, or other monetary encumbrances, liens, assessments and/or indebtedness, other than those caused by Buyer, except for the current installment of non-delinquent real property taxes and assessments payable as a part of the real property tax bill. Seller’s failure to deliver the Property in a condition free and clear of all of the Pre-Disapproved Exceptions shall be deemed a material default of Seller hereunder. Seller shall provide to Title Company an owner’s affidavit in form and substance reasonably satisfactory to Title Company in order to allow the Title Company to issue the Title Policy at Closing, including any affidavits or indemnities allowing for a “gap” Closing. 5. Feasibility Review. (a) Preliminary Title Report. If not previously delivered to Buyer by Seller, Buyer shall obtain within ten (10) business days of the Opening of Escrow a preliminary title report with respect to the Property containing such exceptions as the Title Company would specify in the Title Policy, legible copies of all documents of record identified as exceptions in such preliminary title report along with a plotting of all easements specified as exceptions in such Preliminary Report (collectively, the “Preliminary Report”). Buyer may, at its sole discretion and at its sole cost, obtain a new ALTA survey of the Property. On or before the date which is ten (10) days prior to the expiration of the Feasibility Review Period (defined in Section 5(d) below) (or within ten (10) days after Buyer’s receipt of any supplemental preliminary title report or survey that is delivered to Buyer later than the date which is twenty (20) days prior to the expiration of the Feasibility Review Period containing exceptions or items not contained on the original Preliminary Report or survey), Buyer may give written notice to Seller disapproving any items identified as exceptions or items in such Preliminary Report or survey (or supplemental preliminary title report or survey), and identifying the items, exceptions and/or survey items disapproved (a “Title Disapproval”). If Buyer does not timely give a Title Disapproval, then Buyer shall be deemed to have approved the Preliminary Report and survey (or supplemental preliminary title report or survey, as applicable) other than (i) any title exceptions or survey items which Buyer has previously disapproved in writing, and (ii) the Pre-Disapproved Exceptions. Upon Buyer’s delivery of a Title Disapproval (which disapproval may be given in its sole and absolute discretion), Seller may elect to remove said disapproved item or items at or prior to the Closing; by delivering written notice of such election to Buyer not later than five (5) days following the date Seller receives a Title Disapproval. If Seller does not notify Buyer in writing that Seller will eliminate such disapproved exceptions or items within such five (5) day period, Buyer shall have ten (10) days following the date Seller received the Title Disapproval to terminate this Agreement. Notwithstanding the foregoing, any Pre-Disapproved Exceptions shall be removed by Seller       489 5 through Escrow on or prior to the Closing. If Buyer does not timely terminate this Agreement following Seller’s failure to elect to remove, modify or cure any disapproved item or items, as aforesaid, Buyer shall be deemed to have approved such item or items. (b) Examination of Documentation. Seller shall deliver to Buyer all materials in Seller’s possession or control relating to the Property, including but not limited to (i) copies of the most recent property tax bills and assessments for the Property; (ii) a copy of any and all leases, service contracts, easements, licenses, development approvals and/or other agreements related to the Property; (iii) any and all existing surveys of the Property; (iv) any and all soils reports, reports pertaining to hazardous materials or other environmental conditions or other reports relating to the physical condition of the Property; (v) any and all architectural or engineering documents relating to the Property; (vi) any entitlements, permits, approvals, consents or waivers from any governmental or quasi-governmental agency or authority relating to the Property, including, without limitation, general plan approvals, zoning approvals, planned development permits, use permits, variances, tentative maps or final maps; and (vii) any and all other correspondence, reports, studies, permits, approvals, or documents relating to the Property (collectively, the “Documents”). In addition, Seller shall promptly deliver to Buyer such other information relating to the Property that is reasonably requested by Buyer of Seller in writing, to the extent such information is in the possession or control of Seller, and notify Buyer in writing of any material changes to any existing Documents of which Seller becomes aware during the term of this Agreement. (c) Investigations. At any time prior to the end of the Feasibility Review Period, Buyer may conduct, review and analyze any such feasibility studies, inspections, environmental audits, soils and geological studies, engineering reports, topographic surveys, grading plans, environmental impact reports, right of way and easement agreements, zoning and master plan issues, bond feasibility, acoustics, hazardous materials studies, land plans, market studies, and other investigations (collectively, the “Investigations”) as Buyer deems appropriate, including, without limitation, contacting all governmental authorities and persons having jurisdiction over or an interest in the planned development. Upon twenty-four (24) hours advance oral or written notice to Seller, Seller shall permit Buyer, its engineers, contractors, consultants, employees and agents, to enter onto the Property and conduct, at Buyer’s expense, any such Investigations. In conducting such Investigations, Buyer shall repair any material damage to the Property caused by Buyer’s Investigations, but excluding any latent defects or hazardous materials discovered by Buyer during its investigation of the Property. Buyer shall be insured for One Million Dollars ($1,000,000) per occurrence. Buyer agrees to indemnify and hold harmless Seller from any claims, damages, liabilities, losses, costs or expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “Claims”) which result from any damage to persons or property caused by Buyer’s Investigations; provided, however, that Buyer shall have no obligation to indemnify, defend and hold Seller harmless from and against any Claims resulting from (A) Seller’s acts or omissions, or (B) Buyer’s mere discovery of adverse physical conditions affecting the Property, including, without limitation, any “Hazardous Materials” (as defined below). Notwithstanding any contrary provision of this Agreement, the foregoing indemnity shall survive any termination of this Agreement and the Closing. (d) Feasibility Review Period. The “Feasibility Review Period” shall terminate at 5:00 p.m. on the date that is one hundred twenty (120) days after the Opening of Escrow. On       490 6 or before the expiration of the Feasibility Review Period, Buyer may disapprove of its review of its Investigations and the Documents by giving written notice to Seller of its election (the “Disapproval Election”) to proceed with the transaction in its sole and absolute discretion. If Buyer does not timely give the Disapproval Election, then Buyer shall be deemed to have waived such election to terminate this Agreement pursuant to this Section 5(d). 6. The Closing (a) The Closing Date. The recordation of the Deed and the delivery of the other documents and funds contemplated hereby (the “Closing”) shall occur through Escrow and shall occur no later than December 31, 2022. The date on which the Closing occurs is herein referred to as the “Closing Date”. Buyer shall give Seller fifteen (15) days prior notice of Buyer’s intended Closing Date. (b) Buyer’s Conditions to Closing. Buyer’s obligation to consummate the purchase of the Property is subject to and conditioned upon the satisfaction of each of the following conditions (unless otherwise waived in writing by Buyer) on or before the Closing Date which conditions are for the sole benefit of Buyer: (i) The Title Company shall have given Buyer its unconditional and irrevocable commitment to issue the Title Policy in favor of Buyer insuring Buyer as the fee owner of the Property with liability in the amount of the Purchase Price, subject only to those title exceptions as have been approved by Buyer pursuant to Section 5(a) and including the Endorsements requested by Buyer pursuant to Section 4 hereof; and (ii) Seller shall have fully performed all of its obligations in this Agreement which Seller has agreed to perform on or prior to the Closing Date, Seller shall not be in material breach or default under this Agreement on the Closing Date, and each representation and warranty made by Seller contained herein shall be true and correct as of the Closing Date. (iii) Seller shall have approved the vacation of Cypress Avenue and the lot line adjustment bifurcating the Property into two parcels. (iv) Seller and Buyer shall have negotiated and executed a license agreement in form reasonably satisfactory to Buyer and Seller to permit public parking on the Property until not less than thirty (30) days prior to the date Buyer is ready to close its construction financing. (v) Buyer shall have negotiated and executed a Purchase and Sale Agreement with the owner of the KFC/Taco Bell site at 199 Airport Blvd., South San Francisco for the acquisition of such property. (vi) There shall be no moratoria or other governmental action that would prevent Buyer from developing the Property as an affordable multifamily apartment complex. If the conditions to Buyer’s obligation to consummate the transaction contemplated in this Agreement are not satisfied (or waived by Buyer) on the Closing Date, then, provided this       491 7 Agreement was not previously terminated pursuant to the terms of this Agreement, Buyer may (A) terminate this Agreement, or (B) if a Seller default has occurred, exercise its rights and remedies under Section 14. The conditions set forth in this Section 6(b) are for the sole benefit of Buyer. (c) Seller’s Conditions To Closing. Seller’s obligation to consummate the sale of the Property is subject to and conditioned upon the satisfaction of the following condition (unless otherwise waived in writing by Seller) on or before the Closing Date: (i) Buyer shall have fully performed all of its obligations in this Agreement which Buyer has agreed to perform on or prior to the Closing Date, and Buyer shall not be in material breach or default under this Agreement on the Closing Date. (ii) Buyer shall have negotiated and executed any agreements for the shared maintenance, construction or access between Buyer and the Commercial Component Developer that are reasonably determined by Buyer to be necessary. (iii) Buyer shall have submitted to Seller for review a proposed insurance, business and financing plan for the development of the Property, which shall include a pro forma reasonably acceptable to Seller and anticipated source and/or proof of construction loan necessary to reasonably complete the development of the Property. Such proof of construction loan may be a letter of interest from a bank referencing interest in the project and verifying interest rates for the project (“Developer’s Financing Plan”). (iv) Buyer shall have negotiated and executed a Purchase and Sale Agreement with the owner of the of the KFC/Taco Bell site at 199 Airport Blvd., South San Francisco for the acquisition of such property (v) Seller and Buyer shall have negotiated and executed a license agreement in form reasonably satisfactory to Buyer and Seller to permit public parking on the Property until not less than thirty (30) days prior to the date Buyer is ready to close its construction financing. (vi) Seller shall have approved the vacation of Cypress Avenue and the lot line adjustment bifurcating the Property into two parcels. If the conditions to Seller’s obligation to consummate the transaction contemplated in this Agreement are not satisfied (or waived in writing by Seller) on the Closing Date, then, provided Seller is not in default hereunder and this Agreement was not previously terminated pursuant to the terms of this Agreement, Seller may terminate this Agreement. The conditions set forth in this Section 6(c) are for the sole benefit of Seller. (d) Deliveries at Closing. At least one (1) business day prior to the Closing Date, Seller and Buyer shall each deliver to the Escrow Holder such instruments and funds as are necessary to consummate the purchase and sale of the Property, including the following: (i) Buyer shall deliver: (1) The Closing Amount;       492 8 (2) Such other items, documents, and instruments as may be reasonably required by Title Company, Escrow Holder, or otherwise to fulfill the covenants and obligations to be performed by Buyer at the Closing pursuant to this Agreement. (ii) Seller shall deliver: (1) an original of the Deed executed and acknowledged by Seller, as grantor; (2) the originals of all Documents pertaining to the Property and all files pertaining to the Property; (3) an affidavit directed to Buyer giving Seller’s taxpayer identification number and confirming that Seller is not a “foreign person,” which affidavit shall be, in form and substance, sufficient to relieve Buyer of any withholding obligation under §1445 of the Internal Revenue Code (“Seller’s Foreign Person Affidavit”), together with a duly executed California Franchise Tax Board Form 593-C (the “Cal FIRPTA”); (4) a closing statement in form and content satisfactory to Buyer and Seller duly executed by Seller; (5) a release, reconveyance and termination of all monetary encumbrances affecting the Property including any mechanics’ liens; (6) any other items necessary to consummate the transaction contemplated hereby, including, without limitation, a customary owner’s affidavit sufficient to delete the exceptions for parties in possession and mechanics’ liens on the Title Policy. (iii) After the Escrow Holder has confirmed that all conditions and closing requirements set forth herein have been satisfied, the Escrow Holder shall: (A) cause the Deed to be recorded in the Official Records; (B) pay from Buyer’s funds Buyer’s share of any closing costs and prorations; (C) pay from funds held for Seller’s account Seller’s share of any closing costs and prorations and any deeds of trust, mortgages or other monetary liens; (D) remit to Seller the remaining funds held for Seller’s account; (E) deliver an original of the General Assignment, Seller’s Foreign Person Affidavit, the Cal FIRPTA and the Title Policy to Buyer; and (F) deliver copies of all documents to both Buyer and Seller. (e) Concurrent Deliveries. All requirements with respect to the Closing shall be considered as having taken place simultaneously, and no delivery or payment with respect to the Closing shall be considered as having been made until all deliveries, payments and closing transactions have been accomplished with respect to the Closing. (f) Post-Closing Obligations. The following obligations shall survive the Close of Escrow: (i) Seller shall have the right to approve (which approval shall not be unreasonably withheld, conditioned or delayed) Developer’s Financing Plan submitted by Buyer pursuant to Section 6(c)(iii) above.       493 9 (ii) Seller shall have the right to approve (which approval shall not be unreasonably withheld, conditioned or delayed) the construction contract for Buyer’s development of the Property (the “Construction Contract”). (iii) Buyer shall have secured all financing for the development of the Property prior to issuance of building permits for the Residential Project. (iv) Buyer shall apply for any additional financing (including grant funds) for the development of the Property within eighteen (18) months after obtaining entitlements for the Residential Project. Such timeline may be extended for four (4) six (6) month administrative extensions. Any additional extension of time shall require the approval Seller’s City Council pursuant to Section 18(p). (g) In the event that Buyer is unable to construct the Residential Project, including but not limited unable to secure sufficient financing beyond the timeline set forth in this Agreement, unable to secure entitlements, or unable to commence construction, the Property shall revert to the City and the City may re-enter and take possession of the Property or any portion thereof with all improvements thereon without payment or compensation to Buyer, and revest in the City the estate theretofore conveyed to the Buyer. The interest created pursuant to this subsection (g) shall be a “power of termination” as defined in California Civil Code Section 885.010. Upon reversion occurring, the City may require Buyer to complete a lot split for the Property, if the Property has been merged at the time of the reversion, at City’s sole discretion and at Buyer’s sole expense. 7. Costs and Prorations. (a) Costs. Costs of the Closing and Escrow shall be allocated as follows: (i) Buyer shall pay the costs of recording the Deed; (ii) Buyer shall pay all documentary and other transfer taxes imposed in connection with recording the Deed including, without limitation, any applicable City and County transfer taxes; (iii) Buyer shall pay the premium for the “standard” Title Policy, the mechanics’ lien endorsement and curative endorsements, if applicable, and Buyer shall pay the additional premium related to the “extended coverage” Title Policy and any endorsements which Buyer requires, (iv) Buyer shall pay the cost of any endorsements and survey costs, if any; (v) Buyer shall each pay the fees of the Escrow Holder, including any cancellation costs, and the costs of the Escrow; and (vi) Buyer and Seller shall each pay their respective attorneys’ fees. (b) Prorations. At the close of escrow, the Escrow Agent shall make the following prorations: (i) property taxes will be prorated as of the close of escrow based upon the most recent tax bill available, including any property taxes which may be assessed after the close of escrow but which pertain to the period prior to the transfer of title to the Property to Buyer, regardless of when or to whom notice thereof is delivered; and (ii) any bond or assessment that constitutes a lien on the Property at the close of escrow will be assumed by Buyer. Seller does not pay ad valorem taxes. 8. Escrow Holder. The Escrow Holder shall comply with the terms of this Agreement and any additional instructions jointly executed by Buyer and Seller. The Escrow Holder is       494 10 designated the “real estate reporting person” for purposes of section 6045 of title 26 of the United States Code and Treasury Regulation 1.6045-4 and any instructions or settlement statement prepared by the Escrow Holder shall so provide. Upon the consummation of the transaction contemplated by this Agreement, Escrow Holder shall file Form 1099 information return and send the statement to Seller as required under the aforementioned statute and regulation. The Escrow Holder’s rights and obligations may be further specified by supplemental escrow instructions; provided, however, that if any conflict shall arise between this Agreement and such additional escrow instructions, the terms and provisions of this Agreement shall prevail. The Escrow Holder and the parties shall comply with any and all Federal and State of California withholding requirements. 9. Interim Period Covenants and Agreements. (a) Seller shall act with respect to the Property in accordance with its preexisting practices as if the Property were not to be sold, including, without limitation, by maintaining at least the same levels of insurance in effect as of the Effective Date, and shall not enter into or modify any lease, agreement or contract relating to the Property without the prior written consent of Buyer, which consent shall not be unreasonably withheld. (b) Seller shall not take any action which would adversely affect the zoning, entitlements, tentative or final tract maps affecting the Property or the processing by Buyer of any plans or necessary approvals for the contemplated development of the Property. (c) Seller shall not place or permit any lien, deed of trust or other monetary encumbrance on the Property nor take any action to impose any other title exceptions on the Property (other than those reflected in the Preliminary Report). Seller shall not convey, assign or otherwise transfer any of its right, title or interest in and to the Property, except to Buyer in the manner provided in this Agreement. (d) Seller shall cause to be released and reconveyed from the Property, and to remove as exceptions to title prior to the Closing all mortgages, deeds of trust or other monetary encumbrances, liens, assessments and/or indebtedness, other than those caused by Buyer. 10. Conveyance AS IS. Buyer specifically acknowledges that the Seller is selling the Property on an “AS IS”, “WHERE IS” and “WITH ALL FAULTS” basis and that, subject to Seller's representations, warranties, covenants and obligations set forth in this Agreement, and all exhibits attached hereto and incorporated herein, and any obligations arising under applicable law, and any document or instrument executed and delivered in connection with Closing, Buyer is not relying on any representations or warranties of any kind whatsoever, express or implied, from Seller, or its employees, appointed or elected officials, agents, or brokers as to any matters concerning the Property. Subject to Seller's representations, warranties, covenants and obligations set forth in this Agreement, and all exhibits attached hereto and incorporated herein, and any obligations arising under applicable law, and any document or instrument executed and delivered in connection with Closing, Seller makes no representations or warranties as to any matters concerning the Property, including without limitation: (i) the quality, nature, adequacy and physical condition of the Property, (ii) the quality, nature, adequacy, and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical       495 11 condition of utilities serving the Property, (iv) the development potential of the Property, and the Property's use, habitability, merchantability, or fitness, suitability, value or adequacy of the property for any particular purpose, (v) except as otherwise provided in this Agreement, the zoning or other legal status of the Property or any other public or private restrictions on use of the Property, (vi) the compliance of the Property or its operation with any Environmental Laws, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence or removal of Hazardous Materials, substances or wastes on, under or about the Property or the adjoining or neighboring property; (viii) the quality of any labor and materials used in any improvements on the Property, (ix) the condition of title to the Property, (x) the leases, service contracts, or other agreements affecting the Property, or (xi) the economics of the operation of the Property. 11. Representations, Warranties and Covenants. (a) Seller represents, warrants and covenants as of the date of this Agreement and as of the Closing Date, and such representations, warranties and covenants shall survive the Closing: (i) Seller is a municipal corporation, lawfully formed, in existence and in good standing under the laws of the State of California. Seller has the full right, capacity, power and authority to enter into and carry out the terms of this Agreement. This Agreement has been duly executed by Seller, and upon delivery to and execution by Buyer is a valid and binding agreement of Seller. (ii) Seller has not alienated, encumbered, transferred, mortgaged, assigned, pledged, or otherwise conveyed its interest in the Property or any portion thereof, nor entered into any Agreement to do so, and there are no liens, encumbrances, mortgages, covenants, conditions, reservations, restrictions, easements or other matters affecting the Property, except as disclosed in the Preliminary Report. Seller will not, directly or indirectly, alienate, encumber, transfer, mortgage, assign, pledge, or otherwise convey its interest prior to the Close of Escrow, as long as this Agreement is in force. (iii) There are no agreements affecting the Property except those which have been disclosed by Seller. There are no agreements which will be binding on the Buyer or the Property after the Close of Escrow, which cannot be terminated on thirty (30) days prior written notice. (iv) There is no agreement to which Seller is a party or, to Seller’s knowledge, binding on Seller, which is in conflict with this Agreement. There is no action, suit, arbitration, unsatisfied order or judgment, governmental investigation or proceeding pending or, to Seller’s knowledge, threatened against the Property or the transaction contemplated by this Agreement. (v) There are no leases of space in the Property, subleases, licenses, franchise agreements or other agreements to occupy or utilize all or any portion of the Property that will be in force after the Closing. At Closing, Seller shall deliver the Property to Buyer vacant of any occupants.       496 12 (vi) Seller has not received any written notice from any governmental authority that the Property is not in material compliance with all applicable laws and regulations (including environmental and zoning laws and regulations), other than such violations as have been fully cured. To Seller’s knowledge, neither Seller nor the Property are in default or breach of any material obligation under any encumbrances, covenants or easement agreements recorded against the Property. (vii) Except as otherwise disclosed by the Documents, neither Seller nor, to the actual knowledge of Seller, any prior owner or occupant of the Property, has engaged in or permitted any activity on the Property involving the handling, manufacture, treatment, storage, use, release, or disposal of any toxic or hazardous waste, material or substance, including, without limitation, asbestos, petroleum, petroleum products, underground storage tanks now or previously containing any other hazardous materials or substances defined as “hazardous substances”, “hazardous waste” or “toxic substances” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sec. 9601, et seq.; Hazardous Materials Transportation Act, 49 U.S.C. Sec. 1801; and Resource Conservation and Recovery Act, 42 U.S.C. Sec. 6901 et seq.; and other substances defined as hazardous waste and hazardous substances in applicable laws and/or in any regulations and publications promulgated pursuant to said laws (collectively, “Hazardous Materials”). To Seller’s knowledge, removal or other remedial action with respect to Hazardous Materials in, on, under or about the Property is not required by any governmental authority having jurisdiction over the Property. (viii) There are no outstanding rights of first refusal, rights of first offer, purchase options or similar purchase rights with respect to the Property. (ix) There are no management agreements, leasing agreements, brokerage agreements or similar agreements which affect the Property and will survive Closing. (x) To Seller’s knowledge, there are no impositions of new special assessments with respect to the Property. (xi) The Property does not contain any wetlands, endangered species or protected habitat, flora or fauna. (xii) Seller is in compliance with all laws, statutes, rules and regulations and any federal, state or local governmental authority in the United States of America applicable to Seller and all beneficial owners of Seller, with respect Executive Order No. 133224, 66 Fed Reg. 49079 (September 25, 2001) (the “Order”) and other similar requirements contained in the rules and regulations of the Office of Foreign Asset Control of the Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “Orders”). Seller agrees to make its policies, procedures and practices regarding compliance with the Orders available to Buyer for its review and inspection during normal business hours and upon reasonable prior notice. Neither Seller nor any beneficial owner of Seller: (1) is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Orders and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are       497 13 collectively referred to as the “Lists”); (2) has been determined by competent authority to be subject to the prohibitions contained in the Orders; (3) is owned or controlled by, nor acts for or on behalf of, any person or entity on the Lists or any other person or entity who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (4) shall transfer or permit the transfer of any interest in Seller or any beneficial owner in Seller to any person who is or whose beneficial owners are listed on the Lists. (xiii) Seller is not a “foreign person” within the meaning of Section 1445(e)(3) of the Internal Revenue Code of 1986, as amended. Each of the representations and warranties of Seller contained in this Section 11 (i) is true in all material respects as of the date hereof, (ii) shall be deemed remade by Seller, and shall be true in all material respects, as of the date of Closing, and (iii) shall survive the Closing. The truth and accuracy of each of the representations and warranties, and the performance of all covenants of Seller contained in this Agreement are conditions precedent to the Close of Escrow. Seller shall immediately notify Buyer of any fact or circumstance that becomes known to Seller, which would make any of the foregoing representations or warranties untrue. If Seller becomes aware of any fact or circumstance after the date hereof which results in any representation, warranty or covenant set forth in Section 11 becoming inaccurate in any material respect, Seller will give prompt notice to Buyer. If such change arises through the actions of Seller, the change shall constitute a default by Seller if Seller fails to cure the default within fifteen (15) days after receipt of written notice of default. If, however, such change does not arise through the actions of Seller, then the change shall constitute only the failure of a condition to Closing but shall not constitute a default by Seller; provided, however, that Buyer must elect to terminate the Agreement as a result of such failed condition within fifteen (15) days following delivery of written notice to Buyer describing such change. Buyer’s failure to elect to terminate this Agreement within such fifteen (15) day period shall be deemed Buyer’s election to waive the failed condition and proceed with the transaction contemplated herein. (b) Buyer hereby represents and warrants to Seller that as of the date of this Agreement and as of the Closing Date and such representations, warranties and covenants shall survive the Closing: (i) Buyer is a nonprofit public benefit corporation duly organized, validly existing and in good standing under the laws of the State of California; this Agreement is, and all documents executed by Buyer which are to be delivered to Seller at the Closing will be duly authorized, executed and delivered by Buyer; this Agreement is, and all documents executed by Buyer which are to be delivered to Seller at the Closing will be, legal, valid and binding obligations of Buyer, and do not, and at the time of Closing will not, violate any provisions of any agreement or judicial order to which Buyer is subject. (ii) Buyer has not, and as of the Closing Buyer shall not have, (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Buyer’s creditors, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Buyer’s assets, which remains pending as of such time, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Buyer’s assets, which remains pending as of such time, (v) admitted in writing its inability to pay       498 14 its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally. 12. INDEMNIFICATION; ENVIRONMENTAL INDEMNITY. (a) Indemnification. To the fullest extent allowed by law, Buyer agrees to unconditionally and fully indemnify, protect, defend (with counsel satisfactory to Seller), and hold Seller, and its respective elected and appointed officers, officials, employees, agents, consultants, contractors (collectively “Seller Indemnitees”), harmless from any and all third party claims, liabilities, damages and costs (including reasonable attorney’s fees) arising out of or in connection with Buyer’s performance under this Agreement, except to the extent that such claims, liabilities, damages and costs are attributable to Seller’s negligence or willful misconduct or to a condition of the Property in existence prior to Closing. (b) Environmental Indemnity. In addition, to the fullest extent allowed by law, Buyer agrees to unconditionally and fully indemnify, protect and defend (with counsel satisfactory to Seller) the Seller Indemnitees harmless from and against any and all claims (including without limitation third party claims for personal injury, real or personal property damage, or damages to natural resources), actions, administrative proceedings (including without limitation both formal and informal proceedings), judgments, damages, punitive damages, penalties, fines, costs (including without limitation any and all costs relating to investigation, assessment, analysis or clean-up of the Property), liabilities (including without limitation sums paid in settlements of claims), interest, or losses, including reasonable attorneys’ and paralegals’ fees and expenses (including without limitation any such fees and expenses incurred in enforcing this Agreement or collecting any sums due hereunder), together with all other costs and expenses of any kind or nature (collectively, the “Costs”) that arise directly or indirectly from or in connection with the presence, suspected presence, release, or suspected release, of any Hazardous Materials in, on or under the Property or in or into the air, soil, soil gas, groundwater, or surface water at, on, about, around, above, under or within the Property, or any portion thereof, except those Costs that arise solely as a result of actions by Seller, or Seller’s agents, employees, or contractors. The indemnification provided pursuant to this Section shall specifically apply to and include claims or actions brought by or on behalf of employees of Buyer or any of its predecessors in interest and Buyer hereby expressly waives any immunity to which Buyer may otherwise be entitled under any industrial or worker’s compensation laws. In the event the Seller suffers or incurs any Costs, Buyer shall pay to Seller the total of all such Costs suffered or incurred by the Seller upon demand therefore by Seller. The indemnification provided pursuant to this Section shall include, without limitation, all loss or damage sustained by the Seller due to any Hazardous Materials (a) present or suspected by a governmental agency having jurisdiction to be present in the Property or in the air, soil, soil gas, groundwater, or surface water at, on, about, above, under, or within the Property (or any portion thereof) or to have emanated from the Property, or (b) that migrate, flow, percolate, diffuse, or in any way move onto, into, or under the air, soil, soil gas, groundwater, or surface water at, on, about, around, above, under, or within the Property (or any portion thereof), after the date of this Agreement, as a result of Seller’s or its predecessors’ activities on the Property, or those of Seller’s agents, employees, or contractors. The provisions of this Section 10 shall survive the termination of this Agreement and the Close of Escrow.       499 15 13. RELEASE BY BUYER. Effective upon the Close of Escrow, except with respect to the representations and warranties of Seller under Section 6 of this Agreement, Buyer waives releases, remises, acquits and forever discharges Seller, and its officers, directors, board members, managers, employees and agents, and any other person acting on behalf of Seller, from any and all claims, actions, causes of action, demands, rights, damages, costs, expenses and compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, which Buyer now has or which may arise in the future on account of or in any way arising from or in connection with the physical condition of the Property or any law or regulation applicable thereto including, without limiting the generality of the foregoing, any federal, state or local law, ordinance or regulation pertaining to Hazardous Materials. This Section 13 shall survive the termination of this Agreement and the Close of Escrow. Buyer acknowledges that Buyer is familiar with Section 1542 of the California Civil Code, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. BY INITIALING BELOW, BUYER EXPRESSLY WAIVES THE BENEFITS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE WITH RESPECT TO THE FOREGOING RELEASE: Buyer’s initials: _____________ 14. HAZARDOUS MATERIALS; DEFINITION. (a) Hazardous Materials. As used in this Agreement, “Hazardous Materials” means any chemical, compound, material, mixture, or substance that is now or may in the future be defined or listed in, or otherwise classified pursuant to any Environmental Laws (defined below) as a “hazardous substance”, “hazardous material”, “hazardous waste”, “extremely hazardous waste”, infectious waste”, toxic substance”, toxic pollutant”, or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, or toxicity. The term “Hazardous Materials” shall also include asbestos or asbestos-containing materials, radon, chrome and/or chromium, polychlorinated biphenyls, petroleum, petroleum products or by-products, petroleum components, oil, mineral spirits, natural gas, natural gas liquids, liquefied natural gas, and synthetic gas usable as fuel, perchlorate, and methyl tert butyl ether, whether or not defined as a hazardous waste or hazardous substance in the Environmental Laws. (b) “Environmental Laws” means any and all federal, state and local statutes, ordinances, orders, rules, regulations, guidance documents, judgments, governmental authorizations or directives, or any other requirements of governmental authorities, as may presently exist, or as may be amended or supplemented, or hereafter enacted, relating to the presence, release, generation, use, handling, treatment, storage, transportation or disposal of Hazardous Materials, or the protection of the environment or human, plant or animal health,       500 16 including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C. § 9601), the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Oil Pollution Act (33 U.S.C. § 2701 et seq.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. § 11001 et seq.), the Porter-Cologne Water Quality Control Act (Cal. Water Code § 13000 et seq.), the Toxic Mold Protection Act (Cal. Health & Safety Code § 26100, et seq.), the Safe Drinking Water and Toxic Enforcement Act of 1986 (Cal. Health & Safety Code § 25249.5 et seq.), the Hazardous Waste Control Act (Cal. Health & Safety Code § 25100 et seq.), the Hazardous Materials Release Response Plans & Inventory Act (Cal. Health & Safety Code § 25500 et seq.), and the Carpenter- Presley-Tanner Hazardous Substances Account Act (Cal. Health and Safety Code, Section 25300 et seq.). 15. Condemnation; Casualty. (a) In the event a governmental entity commences or threatens eminent domain proceedings to take any part of the Property or any adjacent or neighboring real property which would affect access to the Property after the date hereof and prior to the Closing Date then Buyer shall have the right to either (i) terminate this Agreement and receive a return of the Deposit, or (ii) proceed with the Closing as scheduled notwithstanding such proceeding; provided, however, that Seller’s interest in all awards arising out of such proceedings shall be assigned to Buyer as of the date of Closing or credited to Buyer if previously received by Seller, and Seller hereby agrees to execute any separate assignment agreement, as Buyer may reasonably request, to evidence or effectuate the assignment of such awards. Seller’s obligations pursuant to the immediately preceding sentence shall survive the Closing. In the event Buyer elects to proceed with Closing despite such proceeding, Seller and Buyer shall cooperate with each other in agreeing upon the award amount with the applicable governmental agency. (b) Risk of loss or damage to the Property from fire or other casualty until the Deed is recorded is assumed by Seller. If any portion of the Property or any adjacent or neighboring real property which would affect access to the Property is damaged or destroyed by fire or other casualty prior to the Closing Date, Buyer shall have the right, upon written notice to Seller to either (i) terminate this Agreement and receive a return of the Deposit, or (ii) proceed with the Closing as scheduled notwithstanding such damage or destruction; provided, however, that Buyer shall have the right to receive on the Closing Date (and on the Closing Date Seller shall assign to Buyer its right to receive) the insurance proceeds payable as a result of such loss, damage or other casualty to the extent that such proceeds have not been applied to any repair work performed prior to the Closing Date, which was approved by Buyer, and otherwise Seller shall reimburse Buyer for any policy deductibles or self-insured retentions to the extent the same remain unpaid as of Closing. Seller’s obligations pursuant to the immediately preceding sentence shall survive the Closing. 16. Possession. Possession of the Property shall be delivered to Buyer as of Closing free of any and all tenancies and/or occupancy rights.       501 17 17. Remedies. In the event of a breach or default under this Agreement by Seller, if such breach or default occurs prior to Close of Escrow, Buyer reserves the right to either (a) seek specific performance from Seller or (b) to do any of the following: (i) to waive the breach or default and proceed to close as provided herein; (ii) to extend the time for performance and the Closing Date until Seller is able to perform; or (iii) to terminate this Agreement upon written notice to Seller, whereupon Seller shall cause Escrow Holder to return to Buyer any and all sums placed into the Escrow by Buyer, and except for the rights and obligations expressly provided to survive termination of this Agreement, neither party shall have any further obligations or liabilities hereunder. IN THE EVENT OF A BREACH OR DEFAULT HEREUNDER BY BUYER AND THE CLOSING DOES NOT OCCUR DUE TO SUCH DEFAULT, SELLER’S SOLE REMEDY SHALL BE TWENTY-FIVE THOUSAND DOLLARS ($25,000) AS LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IN SUCH INSTANCE, THE AMOUNT OF TWENTY-FIVE THOUSAND DOLLARS ($25,000) REPRESENT A REASONABLE APPROXIMATION OF SELLER’S DAMAGES AND ARE NOT INTENDED AS A FORFEITURE OR PENALTY BUT RATHER AN ENFORCEABLE LIQUIDATED DAMAGES PROVISION PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671, ET SEQ. IN NO EVENT SHALL EITHER PARTY BE ENTITLED TO LOST PROFITS OR CONSEQUENTIAL DAMAGES AS A RESULT OF THE OTHER PARTY’S BREACH OF THIS AGREEMENT. SELLER HEREBY WAIVES ANY AND ALL REMEDIES OF SPECIFIC PERFORMANCE IT MAY HAVE AGAINST BUYER TO PURCHASE THE PROPERTY. Buyer’s Initials_______ Seller’s Initials______ 18. Miscellaneous. (a) Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, Buyer and Seller and their respective successors, heirs, administrators and permitted assigns. Neither Buyer nor Seller shall assign its rights and interests under this Agreement to any party without the other party’s prior written consent; provided, however, that Buyer shall be permitted to transfer its rights and interests under this Agreement without obtaining Seller’s consent, to an to an affiliate of Buyer, limited partnership or limited liability company in which Buyer, or affiliates of Buyer is a partner or member. (b) Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, telegraphed, delivered or sent by same day or overnight courier, telex, telecopy, cable, or email, and shall be deemed received upon the earlier of (i) if personally delivered or delivered by same day or overnight courier, the date of delivery to the address of the person to receive such notice, (ii) if mailed, three business days after the date of postage by the United States post office, (iii) upon facsimile transmission or e-mail transmission (except that if the date of such transmission is not a business day, then such notice shall be deemed to be given on the first business day following such transmission), addressed as follows:. If to Seller: City of South San Francisco       502 18 400 Grand Avenue South San Francisco, CA 94080 Attn: City Manager, Mike Futrell Email: mike.futrell@ssf.net Telephone No.: (650) 829 6620 Fax (650) 829-6609 With Copy To: City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attn: Project Manager, Julie Barnard Email: housing@ssf.net Fax No.: (650) 829 6623 With Copy To: Meyers Nave 1999 Harrison St. 9th Fl. Oakland, CA 94612 Attn: Sky Woodruff Email: sky@meyersnave.com Fax No.: (510) 444-1108 If to Buyer: Eden Housing, Inc. 22645 Grand Street Hayward, CA 94541 Attn: Chris Arthur Fax: (510) 582-0122 With a copy to: Cox, Castle & Nicholson LLP 50 California Street, Suite 3200 San Francisco, California 94111 Attention: Lisa Weil lweil@coxcastle.com Fax: (415) 262-5199 If to Escrow Holder: North American Title Company 21060 Redwood Road, Suite 110 Castro Valley, CA 94546 Attn: Suzanne Smith ssmith@natco.com Fax: (510) 537-0928 (c) Brokers. Seller and Buyer each represents to the other that it has employed no broker or finder in connection with the transaction contemplated hereby. Buyer agrees to indemnify, defend and hold harmless Seller and its successors and assigns from all claims and liabilities, including attorneys’ fees and costs incurred by Seller and its successors and assigns as a result of anyone’s claiming by or through Buyer any fee, commission or compensation on       503 19 account of this Agreement, its negotiation or the sale hereby contemplated. Seller agrees to indemnify, defend and hold harmless Buyer and its successors and assigns from all claims and liabilities, including attorneys’ fees and costs incurred by Buyer and its successors and assigns as a result of anyone’s claiming by or through Seller any fee, commission or compensation on account of this Agreement, its negotiation or the sale hereby contemplated. The provisions of this Section 15(c) shall survive the Closing or termination of this Agreement. (d) California Law. This Agreement shall be construed under and in accordance with the laws of the State of California without reference to choice of law principles which might indicate that the law of some other jurisdiction should apply. (e) Severability; Waiver. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereto, and the remainder of the provisions of this Agreement shall continue in full force and effect without impairment. The waiver by either party of a breach of any provision of this Agreement shall not be deemed a waiver of any subsequent breach whether of the same or another provision of this Agreement. (f) No Obligation to Third Parties. The execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate either of the parties hereto to, any person or entity not a party to this Agreement. (g) Further Acts. Buyer and Seller shall execute such other and further documents and do such further acts as may be reasonably required to effectuate the intent of the parties and carry out the terms of this Agreement. (h) Time of Essence; Business Days. Time is of the essence of each provision of this Agreement of which time is an element. Any reference in this Agreement to time for performance of obligations or to elapsed time means consecutive calendar days, months or years, as applicable, unless otherwise indicated. Wherever the time for performance of any obligation hereunder falls upon a day other than a business day, the time for the performance of such obligation or the doing or effectiveness of such act shall be extended to the next succeeding business day. (i) Entire Agreement. This Agreement and the exhibits attached hereto constitute the entire agreement between Seller and Buyer pertaining to the subject matter hereof and all prior and contemporaneous agreements, representations, negotiations and understandings of Seller and Buyer, oral or written, including without limitation the letter of intent previously executed, are hereby superseded and merged herein. The provisions of this Agreement may not be amended or altered except by a written instrument duly executed by Seller and Buyer. (j) Rights Unique to Buyer. The rights of Buyer to acquire the Property are unique to the Property and may be specifically enforced without posting bond in the event of any breach by Seller in conveying the Property. (k) Attorneys’ Fees. If legal action is commenced to enforce or to declare the effect of any provision of this Agreement or in connection with the Property or any matters related       504 20 to the transactions contemplated in this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party reasonable attorneys’ fees and other litigation costs. In addition to the foregoing award of attorneys’ fees and other litigation costs to the prevailing party, the prevailing party in any lawsuit on this Agreement shall be entitled to its attorneys’ fees and other litigation costs incurred in any post-judgment proceedings to collect or enforce the judgment. This provision is separate and several and shall survive the merger of this Agreement into any judgment on this Agreement. This provision shall survive Closing or termination of this Agreement. (l) Exclusivity. Until the Closing or the date that this Agreement is terminated, Seller shall not enter into any contract, or enter into or continue any negotiations, to sell the Property to any person or entity other than Buyer. (m) No Offer or Binding Contract. The parties hereto agree that the submission of an unexecuted copy of this Agreement by one party to another is not intended by either party to be, or be deemed to be a legally binding contract or an offer to enter into a legally binding contract. The parties shall be legally bound pursuant to the terms of this Agreement only if and when the parties have been able to negotiate all of the terms and provisions of this Agreement in a manner acceptable to each of the parties in their respective sole discretion, and both Seller and Buyer have fully executed and delivered this Agreement. (n) Counterparts. This Agreement may be signed in counterparts and taken together the counterparts when fully executed will constitute a single agreement. Facsimile or PDF signatures submitted by Seller or Buyer will be accepted as originals on behalf of that party. (o) Incorporation of Recitals and Exhibits. The Recitals set forth in this Agreement and the Exhibits attached to this Agreement are each incorporated into the body of this Agreement as if set forth in full. (p) Approvals. Except with respect to entitlements, permits, regulatory and governmental approvals, including but not limited to street vacations contemplated in this Agreement, whenever this Agreement calls for Seller approval, consent, extension or waiver, the written approval, consent, or waiver of the City Manager or his or her designee(s) shall constitute the approval, consent, extension or waiver of the Seller, without further authorization required from the City Council. However, except for the time extensions set forth in Section 6(f)(iv) above, the Schedule of Performance may be administratively extended for two (2) six (6) month periods and any subsequent extensions shall require approval by the City Council. The Seller hereby authorizes the City Manager and his or her designee(s) to deliver any such approvals, consents, or extensions or waivers as are required by this Agreement, or that do not otherwise reduce Seller’s rights under this Agreement, and to waive requirements under this Agreement, on behalf of the Seller. (q) Merger, Survival. The provisions of this Agreement shall not merge with the delivery of the Deed or any other instrument delivered at Closing, but shall, except as otherwise provided in this Agreement, survive the Closing.       505 S-1 IN WITNESS WHEREOF, Seller and Buyer have executed on the day and year first above written. SELLER: CITY OF SOUTH SAN FRANCISCO By: _______________________________ Mike Futrell City Manager ATTEST: By: _______________________________ Rosa Govea Acosta City Clerk APPROVED AS TO FORM: By: _______________________________ Sky Woodruff City Attorney BUYER: EDEN HOUSING, INC., a California nonprofit public benefit corporation By: ______________________________ Andrea Osgood Senior Vice President of Development       _________________ 506 S-2 Acceptance by Escrow Holder: North American Title Company hereby acknowledges that it has received a fully executed original (which may be via facsimile or email) of the foregoing Agreement and agrees to act as Escrow Holder thereunder and to be bound by and perform the terms thereof as such terms apply to Escrow Holder. Dated: ____, 2021 NORTH AMERICAN TITLE COMPANY By______________________________ Name: __________________________ Title: __________________________       507 A EXHIBIT A LEGAL DESCRIPTION OF OLD FIREHOUSE PARCEL       508 A-1 EXHIBIT $ LEGAL DESCRIPTION OF 2/'),5(+286(3$5&(/       509 105201010ALTA/ ASCM TABLE A - OPTIONAL SURVEYRESPONSIBILITIES AND SPECIFICATIONS NOTES:LEGEND     510 A-1 EXHIBIT A-1 DEPICTION OF PROPERTY       511 '1 9*9999 999999':&<35(66$9(18($,53257%28/(9$5'1'/$1(%$'(1$9($,53257%/9'%$'(1$9(5(6,'(17,$/ 1 $&&(66,%/(3$5.,1*3523(57</,1(    1 :,'($&&(66,%/(3$7+)25(175<),5(+286(/,9(%$'(1$9((;,67,1*),5(+286(%$'(1$9(%$'(1$9(18(&<35(66$9(18( 1 *$7(*$7( 1 3/$17,1*$5($ 1 )(1&(75$6+3,&.83 1 6/23(':$/.:$<&21&3$'            :,'($&&(66,%/(3$7+)25(175<6,7(3/$1/(*(1'3523(57</,1(3/27',9,6,219:5'8)./:+):,5,)'2+8+4':'84459+054':.'42/)4+)*:+)./: '8).'8:3'4,8(,+8$62$)5$1&1+,16/$/(&51'(1 9$1,1*&5$(7&(,76&611*52836&35$2$(8&(56+((77,7/($1'12,668('$7(352-(&7&$5(*3URMHFW$UFK-RQDWKDQ+DUWPDQ&1%$'(1$9(18(6287+6$1)5$1&,6&2&$),5(+286(:25.3UH3ODQQLQJ5HYLHZ6+((7127(6$6,7(3/$13URMHFW1XPEHU1/16" = 1'-0"1SP- SITE PLAN6(($)/2253/$1),567)/225)257+('(6,*1$7('75$6+&2//(&7,21/2&$7,21$1'7+(6/23(':$/.:$<)5207+(38%/,&5,*+72):$<727+(%$'(1(175$1&(Purchase Sale Agreement - 201 Baden Avenue Exhibit A 2021-09-14     512 B EXHIBIT B SCHEDULE OF PERFORMANCE 1 Purchase & Sale Agreements executed and become effective Within 30 days of Council approval 2 Entitlement and Planning Application Submittal Within 120 days of PSA agreement executed and effective 3 Receive Entitlement Approvals from City 9 months following entitlement application 4 Submit Construction Drawings and Permitting Application 4 months following entitlement approvals 5 Eden and Harman to enter into PSA for KFC Site Prior to December 31, 2022 Close of Escrow December 31, 2022 6 Apply for all other soft funding sources 18 months following entitlement approvals 7 Apply for tax credit funding First and all subsequent rounds following securement of all soft funding sources – assuming that these funding sources are still adequate to complete the project along with the tax credit award. 8 Start Construction 6 months following securing all funding 9 Certificate of Occupancy for residential units 30 months following construction commencement 10 Lease Up/ Move-In 3 months following issuance of final certificate of occupancy       513 C-1 EXHIBIT “C” GRANT DEED RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: (see below) MAIL TAX STATEMENTS TO: _______________________ _______________________ _______________________ (Space Above Line for Recorder’s Use Only) THE UNDERSIGNED GRANTOR(s) DECLARE(s): DOCUMENTARY TRANSFER TAX is $ __________________. CITY TAX $ __________________. ¨ Computed on full value of property conveyed, or ¨ Computed on full value less value of liens or encumbrances remaining at time of sale, ¨ Unincorporated area: ¨ City of ________, GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, ___________________________ (“Grantor”), does hereby grant to _____________________, a ___________________, the real property in the County of ___________, State of California, described on Exhibit “A” attached hereto and by this reference incorporated herein (the “Property”). IN WITNESS WHEREOF, the undersigned has executed this Grant Deed as of _______________, 20__. By: Name: Title:       514 C-2 STATE OF CALIFORNIA ) ) ss: County of ) On ______________________________, 20__ before me, ______________________(here insert name of the officer), Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public [Seal] A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.       515 C-3 EXHIBIT “A” TO GRANT DEED LEGAL DESCRIPTION [INSERT] 5016243.1       516 EXHIBIT B TO FIRST AMENDMENT SCHEDULE OF PERFORMANCE City Funding Application Completed County Funding Application Completed City Land Commitment Completed Close of Escrow 12/31/2022 Eden and Harman to enter into Purchase and Sale Agreement for KFC Site 12/31/2023 or earlier Select Consultants 12/31/2023 or earlier Entitlement and Planning Application Submittal 5/1/2023 or earlier Receive Entitlement Approvals from City Anticipated 2/1/2024- City will proceed pursuant to applicable statutory timelines Submit Construction Design, Drawings and Permitting Application 7/1/2024 or earlier Apply for funding sources including all other soft funding sources 8/1/2025 or earlier Apply for tax credits funding 8/1/2025 or earlier Close on KFC Site Start Construction 2/1/2026 or earlier Certificate of Occupancy for residential units 30 months following construction commencement or earlier Lease Up/ Move-In 3 months following issuance of final certificate of occupancy or earlier 517 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-1006 Agenda Date:12/14/2022 Version:1 Item #:22. Report regarding a resolution authorizing the Fire Department to donate one surplus fire apparatus,a 1999 Spartan fire engine VIN#4S7AT409XYC031783,to the City College of San Francisco’s Fire Science vocational education program.(Matthew Samson, Deputy Fire Chief) RECOMMENDATION It is recommended the City Council adopt a resolution authorizing the Fire Department to donate one surplus fire apparatus,a 1999 Spartan fire engine VIN #4S7AT409XYC031783,to the City College of San Francisco (CCSF) for use in their Fire Science vocational education program. BACKGROUND/DISCUSSION It is recommended the City Council adopt a resolution authorizing the Fire Department to donate one surplus fire apparatus,a 1999 Spartan fire engine VIN #4S7AT409XYC031783,to the City College of San Francisco (CCSF) for use in their Fire Science vocational education program. The CCSF Fire Technology Program provides fire industry courses leading to certifications and an associate’s degree.CCSF is one of the primary Fire Technology Programs servicing northern San Mateo County and supports local fire agencies by providing students that are prepared for testing,selection,and employment.A large number of South San Francisco residents have participated in CCSF Fire Technology courses including their Firefighter I Academy and numerous members of the department received their initial training through the College.The South San Francisco Fire Department supports this academy through use of its fire training facilities. CCSF maintains a small number of retired fire apparatus (Engines and Trucks)for use when training students to perform tasks and evolutions.CCSF depends on surplus fire apparatus donations from local fire agencies to maintain this capability.Fire apparatus used for training do not need to meet the same mechanical reliability demands as apparatus used for emergency response.As such,the vocational education environment is the perfect place to extend the life of one of our retired fire engines. The retired fire apparatus described in this Staff Report (formerly vehicle number 503)is a 1999 Spartan brand fire engine.The City Fleet Maintenance and Fire Department follow National Fire Protection Association 1911:Standard for Inspection,Maintenance,Testing and Retirement of In-Service Automotive Fire Apparatus to guide our vehicle replacement schedule.The current replacement plan for our fire engine apparatus is 20 years.Fifteen years of frontline service and five years in reserve status for use during increased call volume,or as temporary replacements for out-of-service frontline apparatus.This vehicle’s replacement was purchased in 2019 and went into service in 2021.Council has approved the replacement of two additional engines in this fiscal year which staff will be making a recommendation for replacement in a future staff report. When fire apparatus are removed from active service in South San Francisco,our fleet maintenance personnel remove serviceable hardware to be used as spares for our existing fleet of fire apparatus.This vehicle has had hardware useful to the shop, and all South San Francisco Fire Department labelling removed. The Fire Department has previously donated surplus apparatus to the College of San Mateo’s Fire Science vocational education program.Because CCSF’s student catchment area includes northern San Mateo CountyCity of South San Francisco Printed on 12/9/2022Page 1 of 2 powered by Legistar™518 File #:22-1006 Agenda Date:12/14/2022 Version:1 Item #:22. vocational education program.Because CCSF’s student catchment area includes northern San Mateo County this donation will benefit San Mateo County residents,specifically South San Francisco residents who will elect to attend the CCSF fire programs.It is the intention to request permission to donate future surplus apparatus to support the College of San Mateo (CSM). Based-upon reviewing the used apparatus market,the value of a surplus fire engine is estimated to be $15,000 or less.Removal of hardware has reduced the estimated value even further.The alternative to donating the fire engine to CCSF is to sell the apparatus through an online Public Surplus auction site.The surplus auction can take several years to find private buyers.Recently,retired vehicle 510 took over four years before being sold. Vehicles not purchased immediately remain in the City’s possession requiring periodic maintenance to keep them viable.This is complicated as protected storage for fire apparatus is limited and cannot support surplused apparatus.Fire engines parked outside experience accelerated degradation from the elements.With the exception of the value of the vehicle, there are no additional costs incurred by donating the vehicle to CCSF. FISCAL IMPACT Donation of the 1999 Spartan fire engine will not have a fiscal impact to the General Fund. RELATIONSHIP TO STRATEGIC PLAN This action is related to Strategic Plan Initiative 6:Community Connections by strengthening the City’s relationship with CCSF through this donation and continued use of our fire training facilities. CONCLUSION Donation of the 1999 Spartan fire engine to CCSF will enhance the vocational education delivered in the Fire Technology Program. This vehicle should not be placed in an emergency role due to its age and wear, but it will be an excellent platform to train students to drive, operate and work from a functional fire engine. Donation of the engine will require a minimum of staff time and no transportation costs, while supporting students that may ultimately become employees of fire agencies in San Mateo County. Therefore, staff recommends Council adopt a resolution authorizing the Fire Department to donate one surplus fire apparatus, a 1999 Spartan fire engine VIN # 4S7AT409XYC031783, to the City College of San Francisco (CCSF) for use in their Fire Science vocational education program. City of South San Francisco Printed on 12/9/2022Page 2 of 2 powered by Legistar™519 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-1007 Agenda Date:12/14/2022 Version:1 Item #:22a. Resolution authorizing the donation of a surplus fire engine to the City College of San Francisco’s Fire Science vocation education program WHEREAS, the City has declared as surplus a 1999 Spartan brand fire engine, former vehicle 503; and WHEREAS, City College of San Francisco (CCSF) is one of the primary Fire Science Programs servicing northern San Mateo County which provides fire industry courses leading to certifications and an Associate’s degree; and the City is benefited by the training of fire fighters because they may prospectively serve the City’s public safety interests; and WHEREAS, CCSF maintains a small number of retired fire apparatus for use when training students to perform tasks and evolutions; and Fire apparatus used for training do not need to meet the same mechanical reliability demands as apparatus used for emergency response; and WHEREAS, upon reviewing the used apparatus market, the value of the surplus fire engine is estimated to be less $15,000 or less; and WHEREAS, City staff recommends that the City Council authorize the donation of the surplus fire engine to the CCSF Fire Science Program. NOW, THEREFORE, BE IT HEREBY RESOLVED by the City Council of the City of South San Francisco that the City of South San Francisco hereby: 1.Authorizes the donation of the surplus 1999 Spartan fire engine on behalf of the City to the CCSF Fire Science Program the educational benefit and use of those individuals being trained as fire fighters, subject to the execution of the necessary title transfer documents. 2.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 12/9/2022Page 1 of 1 powered by Legistar™520 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-988 Agenda Date:12/14/2022 Version:1 Item #:23. Report regarding a resolution approving budget amendment BA-23.038 to the Fire Department FY 2022-23 Operating Budget in the amount of $436,964.50 and allow the City to participate in the California Assembly Bill 1705 (2019)Public Provider Ground Emergency Medical Transport Intergovernmental Transfer (PP- GEMT-IGT) Program.(Richard Walls, Emergency Medical Services Chief) RECOMMENDATION Staff recommends that City Council adopt a resolution authorizing budget amendment BA23.038 to the FY 2022-23 budget in the amount of $436,964.50 and allow the City to participate in the California Assembly Bill 1705 (2019)and the Public Provider Ground Emergency Medical Transport Intergovernmental Transfer (PP-GEMT-IGT) Program. BACKGROUND/DISCUSSION For most of the 21st Century,special interest groups in California have been promoting legislation that would create payment reform as it relates to ambulance transportation.The 2011 passage of Assembly Bill 678 (AB678)led to the Ground Emergency Medical Transport (GEMT)program,a source of revenue that has provided the City approximately $2,326,000 in additional funds to cover specific transportation costs since its inception.Essentially,the GEMT program is limited to public entities and the purpose is to evaluate costs associated with providing care and transportation to a specific type of Medicaid patient and provide a federal subsidy to reduce the impact of the service to the local government's general funds. To participate in GEMT,an agency must be a public entity and complete a comprehensive annual cost report. This annual cost report is filed with the California Department of Healthcare Services (DHCS).DHCS evaluates the cost report from each participating agency and creates an average transport cost for California Medicaid patients.Through AB 678,the State developed a Supplemental Reimbursement Program pursuant to California Welfare and Institutions Code Section 14105.94 and State Plan Amendments 09-024.This qualified DHCS to receive matching funds from Centers for Medicare and Medicaid Services (CMS),creating an Intergovernmental Transfer (IGT)for an averaged emergency transport cost.DHCS receives these federally matched funds,subtracts an administrative fee of 10%,then distributes funds based on average transport cost and number of qualifying transports to participating agencies. While the GEMT program is specific to public providers,most ambulance transports completed in California are operated by private providers.These private providers strove for inclusion in the GEMT program as a means of offsetting their costs and increasing revenue.Many failed assembly and senate bills were proposed in the ensuing years that would amend California law and the Medicaid State Plan to allow for supplemental reimbursement to be given to all ambulance providers. During the 2017-2018 legislative session,Senate Bill 523 (SB523)was proposed and ultimately chaptered by Governor Brown.SB 523 created a “Quality Assurance Fee”,or “QAF”that is assessed on each completed ambulance transport by both public and private providers.These funds are then transferred to CMS through an IGT like the AB 678 plan,and then redistributed back to ambulance providers based upon the number of qualifying Medicaid ambulance transports completed.Participation in SB 523 is mandatory for all California emergency ambulance operators,and its legislation provides monetary penalties for late submission of reportsCity of South San Francisco Printed on 12/9/2022Page 1 of 4 powered by Legistar™521 File #:22-988 Agenda Date:12/14/2022 Version:1 Item #:23. emergency ambulance operators,and its legislation provides monetary penalties for late submission of reports or payment.Some agencies within California profited due to a high number of Medicaid patients,while others were at a substantial loss. South San Francisco came out slightly ahead on the program. Many public ambulance and fire service leaders desired a program that was specific to public agencies.The belief was that private ambulance providers make up a large percentage of transports and sharing pooled public and private funds reduces reimbursements.A solely public program would yield more money to be distributed only amongst public providers,and Assembly Bill 1705 (AB 1705)of the 2019-20 legislative session was created. AB 1705 is titled the Public Provider Intergovernmental Transfer Program,or PP-IGT,and it excludes private providers as the name suggests.AB 1705 was signed by Governor Newsom in October 2019 and is chaptered into law in Welfare and Institutions Code.Some caveats of AB 1705 are that it supersedes SB 523 only while it is in existence.Should AB 1705 fail or become otherwise repealed,all public providers will be rolled back in to the SB 523 program.Additionally,AB 1705 replaces and eliminates AB 678,so the original GEMT program that the City appreciated for greater than a decade will sunset with the 2022 calendar year. Participation in AB 1705 is voluntary while it is operable,but as stated,should the program be eliminated all providers would again be required to participate in SB 523.Like SB 523 DHCS will review the number of qualifying calls and then invoice the City quarterly for reimbursement of future add-on funds.These funds are pooled by participating agencies and paid to DHCS to access CMS matching through the IGT.The cost of participation in AB 1705 was only recently released as a State Medicaid Plan Amendment (SPA22-0015)and invoicing for payment will begin Mid-December 2022 with payment due January 15, 2023. Cost, Revenue, and Funding On Wednesday,November 16,2022,fire department staff received a document titled Managed Care Estimated CY 2023 Net Benefit Calculation (Exhibit A)from DHCS that details the finances of AB 1705 participation. The document states that the City would have to provide $744,598 plus the 10%administrative fee,in money to be forwarded in the IGT,and is expected to receive a returned amount of $1,693,010 for managed care (MC) transports.A second correspondence from DHCS estimates the City would receive $145,921.44 for fee for service (FFS)transports,requiring $49,883.18 participation,plus a 10%administration fee.This will yield the City a net financial gain of $965,002 from this program. This information is aggregated in Table 1. Table 1 -Participation fees,administrative fees and proposed reimbursement provided by Department of Health Care Services for participation in the PP-GEMT-IGT program. Participation Fee 10% Administrative Proposed Reimbursement Medi-Cal MC $744,598 $74,459 $1,693,010 Medi-Cal FFS $49,883 $4,988 $145,921.44 Total $794,481 $79,448 $1,838,931.44 Participation and Admin. Fee $873,929 Proposed gain (reimburse - fee)$965,002 Fire department staff have completed a review on the accuracy of the DHCS calculation and believe that there are some discrepancies in the number of qualifying calls.This creates a difference in actual cost of City of South San Francisco Printed on 12/9/2022Page 2 of 4 powered by Legistar™522 File #:22-988 Agenda Date:12/14/2022 Version:1 Item #:23. are some discrepancies in the number of qualifying calls.This creates a difference in actual cost of participation and the expected supplemental reimbursement we should receive.In reviewing qualifying transport data from 2019 thru 2022 (Table 2)and reimbursement increases through proposed add-on (Table 3), staff’s four-year average reimbursement shows that that we should receive a supplemental net increase in transport fees for service of nearly $470,000 annually through this DHCS managed program (Table 4). Table 2 - Total historical transports that would have qualified for the PP-GEMT-IGT program Various Medi- Cal Programs Number of PP-IGT Qualified Transports Calendar Year2019 2020 2021 2022 Medi-Cal FFS 80 87 91 88 Medi-Cal MC 655 758 792 563 Medi-Medi 412 1107 562 1080 Table 3 -Current base rate reimbursement for transported Medi-Cal patients,new proposed supplemental funding and total expected reimbursement Ambulance Reimbursements Medi-Cal Base Rate Add-On (supplement)Total Transport Reimbursement Medi-Cal FFS $118.20 $946.92 $1065.12 Medi-Cal MC $118.20 $946.92 $1065.12 Medi-Medi $118.20 $532.20 $650.40 Table 4 -Transports from 2019 thru 2022 with base rate,add-on,totals reimbursement and $873,929 participation payment subtracted from total reimbursements for each year and four-year average if PP-GEMT- IGT program existed. Fiscal Year 2019 2020 2021 2022* Medi-Cal Base Rate $135,575.40 $230,726.40 $170,799.00 $204,604.20 Add-on Supplement $915,252.60 $1,389,292.80 $1,135,226.76 $1,191,220.92 Total Transport Reimbursement $1,050,828.00 $1,620,019.20 $1,306,025.76 $1,395,825.12 Delta after participation payment $176,899 $746,090.20 $432,096.76 $521,896.12 Four Year Average Reimbursement Estimate: $469,245.52 *2022 numbers are projected using data for the first 75% of the year Reimbursements vary year over year dependent upon call volume and payor mix.However,staff believes this program will net additional funds for transport services and recommends participation in the PP-GEMT-IGT program.DHCS calculates cost on a calendar year basis and collects this fee quarterly.Reviewing the provided DHCS numbers,staff would need to have the FY 2022-23 budget amended and account for the remainder as City of South San Francisco Printed on 12/9/2022Page 3 of 4 powered by Legistar™523 File #:22-988 Agenda Date:12/14/2022 Version:1 Item #:23. well as future calendar year cost in the FY 2023-24 budget. Staff is requesting the Fire Department FY 2022-23 budget be amended with an increase in the amount of $436,964.50,equal to half the DHCS proposed participation payment for the 2023 calendar year.The remainder plus the first two quarters of calendar year 2024 will be requested in the next budget cycle.We will continue to evaluate the program as it gains establishment and will bring future requests for participation and reimbursement updates from this program to Council. Relationship to Strategic Plan This action supports Strategic Plan Priority 5,Financial Stability in that it optimizes financing options and increases revenue for ambulance transports. Fiscal Impact Fire department Staff requests a budget amendment in the amount of $436,964.50.The funds would increase the fire department operating budget and be paid out to DHCS on a quarterly basis.These payments would allow the City to participate in the new AB 1705 PP-GEMT-IGT program securing reimbursements.Since the program is new,Fire anticipates getting reimbursements for the $436,964.50 to offset the cost.Staff estimates $235,000 in the remainder of FY 2022-23 budget,or about $470,000 over a 12-month period in additional fees for ambulance transport service above cost for participation.Once the program is established staff will ask to increase the department’s budgeted revenues to reflect this supplemental revenue to our transport fees. Conclusion Staff recommends that City Council review this report and adopt a resolution approving budget amendment BA -23.038 to the Fire Department FY 2022-23 Operating Budget in the amount of $436,964.50 and allow the City to participate in the California Assembly Bill 1705 (2019)and the Public Provider Ground Emergency Medical Transport Intergovernmental Transfer (PP-GEMT-IGT) Program. Attachments: Exhibit A: MC Calculation Exhibit B: IGT FF Calculation City of South San Francisco Printed on 12/9/2022Page 4 of 4 powered by Legistar™524 1,693,010$ 744,598$ 948,412$ 538.54$ [A] Provider Revenue =[B] Provider Transports X [C] Medi-Cal Payment (Estimated) [A] Provider Revenue =[B] Provider Transports X [C] Medi-Cal Payment (Estimated) 1,406,833$ 1,321 1,065.12$ 286,177.83$ 440 650.00$ [D] Requested IGT =[B] Provider Transports /[E] Total Transports (Participating Providers) X [F] Total Non- Federal Share 744,598$ 1,761 258,743 109,397,828$ [G] Net Benefit =[A] Provider Revenue -[D] Requested IGT 948,412$ 1,693,010$ 744,598$ Definitions Notes: ○ The projected transports are calculated at an aggregate level (i.e. across all providers). In order to inform provider-specific trips, hisorical encounter data from July 2020 through December 2021 was used to determine the portion of projected trips attibutable to participating providers. ○ All projections/estimates are for informational purposes and remain subject to change. ○ Split of Total Non-Federal Share between Non-Dual and Dual calculations assumes a 80/20 ratio. This assumption does not impact the 'Requested IGT ' nor the 'Net Benefit ' components of the calculation. ○ Split of trips between Non-Dual and Dual calculations assumes a 75/25 ratio. This is an aggregate assumption and may vary between regions and providers. Purpose Statement: The primary function of this exhibit is to leverage annualized trip counts from Jul 2020 – Dec 2021 and the CY 2023 DRAFT non-federal share cost to show what the revenue, requested IGT, and net benefit will be in 2023 within managed care. The trip counts and breakout of Dual & Non-Dual are high-level assumptions for illustration purposes. In addition, the actual net benefit in 2023 will vary based on actual 2023 trip counts (payments) and Final CY 2023 rates/non-federal share. • The base rate + add-on for A0225 is $61.72 higher than the other four (4) HCPCS Codes. However, for simplicitification, the other four (4) codes are leveraged in this calculation. Code A0225 makes up less than 1% of total trips. • The dual amount represents the assumed Medi-Cal payment liability of the add-on in managed care above 80% of Medicare fee schedule. The amount receieved may be higher or lower than this amount and is dependent on code/region. [D]: Requested IGT - Draft amount estimated to be collected - the projected transports divided by total transports of participating providers creates a percent share for provider. This percent is applied to the total non-federal share in managed care to determine IGT amount (excludes admin collection). [E] Total Transports (Participating Providers) - Total CY 2023 projected transports for participating providers. The trips include both beneficiaries with and without Medicare Part B. [F]: Total Non-Federal Share - Estimated CY 2023 Non-Federal Share of payments to managed care plans, as built into the managed care plans' rates. [G]: Net Benefit - Total estimated gain of estimated provider revenue net of the requested IGT amount. ○ This calculation applies to managed care ONLY and is draft/subject to change. Non-Dual Net Benefit Calculation Dual Net Benefit Calculation Combined Non-Dual and Dual Calculation [A]: Provider Revenue - Estimated total AB 1705 provider revenue based on projected CY 2023 trips multiplied by assumed Base Rate plus Add-on. [B]: Provider Transports - Total CY 2023 (provider-specific) projected transports. The trips are broken out into beneficiaries without Medicare Part B (Cell E12 ) and those with Medicare Part B (Cell K12 ). This projection leverages annualized provider trips seen in July 2020 through December 2021 data. An aggregate trend is applied to these trips to inform the counts shown above. [C]: Medi-Cal Payment (Estimated) - Reflects the current CY 2023 fee schedule rate plus Add-on. Managed Care Estimated CY 2023 Net Benefit Calculation CY 2023 Net Benefit Summary Total Projected Provider Revenue: Total Requested IGT: Total Projected Net Benefit: Projected Net Benefit per Trip: 525 1 Aguilar, Bertha From:Bui, Tiffany@DHCS <Tiffany.Bui@dhcs.ca.gov> Sent:Thursday, November 17, 2022 11:24 AM To:Gelein, Teresa@DHCS; Aguilar, Bertha; Walls, Richard; Magallanes, Jesus; Flannery, Devin Cc:Landry, Lina@DHCS; Geisen, Katie@DHCS; Delis, Jesse@DHCS; Brandt, Tyler@DHCS; Tamai, Michelle@DHCS; Kung, Serina@DHCS Subject:RE: PP-GEMT IGT Net Benefit- City of South San Francisco [NOTICE:  This message originated outside of City of South San Francisco ‐‐ DO NOT CLICK on links or open attachments  unless you are sure the content is safe.]  Good morning Bertha, Thank you for your patience. Please see additional details pertaining to Fee-For-Service (FFS) IGT amount and net benefit. The PP-GEMT IGT Program consists of two (2) different delivery systems, Managed Care and Fee-For-Service (FFS). The LOI includes one collection figure, which is a combined MC and FFS IGT amount. Therefore, I can only speak to the FFS portion of those collection dollars and associated revenue. In the Fee-For-Service (FFS) delivery system, the Intergovernmental Transfer (IGT) amount is calculated by using the following components: o Total historical FFS trips across all public providers  This includes dual Medicare/Medi-Cal (Medi-Medi) Emergency Transports, which account for approximately 2.6% of all public provider transports o Total estimated non-federal share of PP-GEMT IGT expenditure anticipated to be paid to all FFS public providers, based upon projected GEMT utilization in CY 2023, and o The proportional share of FFS trips by providers that intend to contribute IGT in support of the program. To help illustrate the process described above, we are providing FFS details pertaining to your specific data: City of South San Francisco estimated FFS Net Benefits for CY 2023 are as follows:  Total Projected Fee-For-Service Net Benefit: $91,049.94  Projected Fee-For-Service Net Benefit per Trip: $664.60 For more specific information regarding City of South San Francisco Fee-For-Service IGT Calculation, please see detail information listed below. For NPI 1770640625, the estimated number of FFS trips in CY 2023 is 137, which was projected based on your CY 2021 FFS paid claims data. When 137 is divided by all participating FFS public provider trips (39,690 trips at the time of calculation), your provider’s proportional percentage of trips is 0.35%. This percentage is then applied to the estimated aggregate FFS non-federal share of $14.5 million, which yields an annual IGT collection amount of $49,883.18. The above estimates are based upon available data at the time of your IGT calculation and may be subject to change. 526 2 Based on this information, City of South San Francisco estimated FFS Net Benefits for CY 2023 calculation is as follows: o Estimated number of FFS trips in CY 2023: 137 o Base reimbursement rate per transport: $118.20  To simplify the illustration, base reimbursement is $118.20 per transport, which is the fee schedule rate for 4 of the 5 procedure codes (A0427, A0429, A0433, A0434) that are eligible for the PP-GEMT IGT add-on. The fifth procedure code (A0225) eligible for the PP-GEMT IGT add-on has a fee schedule rate of $179.92, so base reimbursement will likely be higher than estimated in this illustration. o PP-GEMT IGT Add-On amount per transport: $946.92 o Estimated annual FFS IGT collection amount: $49,883.18 o 10 percent administrative fee for participating in PP-GEMT IGT: $4,988.32  Estimated base reimbursement for CY 2023: 137 x 118.20 = $16,193.40  Estimated reimbursement from the PP-GEMT IGT Add-On for CY 2023: 137x 946.92 = $129,728.04  Estimated total reimbursement for CY 2023: $16,193.40 + $129,728.04 = $145,921.44  Estimated net benefit: $145,921.44 - $49,883.18 - $4,988.32 = $91,049.94 o Net Benefit = Total Reimbursement – IGT – admin fee Please note that the figures above are offered for illustrative purposes and the PP-GEMT IGT collection amount is subject to change depending on changes in provider participation. If you have any additional questions regarding the program please do not hesitate to reach out. Best Regards, Tiffany Bui Associate Governmental Program Analyst| Provider Rates Section – Unit A Fee for Service Rates Development Division California Department of Health Care Services 1501 Capitol Ave, Sacramento, CA 95814 Tiffany.Bui@dhcs.ca.gov From: Gelein, Teresa@DHCS <Teresa.Gelein@dhcs.ca.gov>   Sent: Wednesday, November 16, 2022 3:50 PM  To: Aguilar, Bertha <Bertha.Aguilar@ssf.net>; richard.walls@ssf.net; jesus.magallanes@ssf.net; devin.flannery@ssf.net  Cc: Landry, Lina@DHCS <Lina.Landry@dhcs.ca.gov>; Geisen, Katie@DHCS <Katie.Geisen@dhcs.ca.gov>; Delis,  Jesse@DHCS <Jesse.Delis@dhcs.ca.gov>; Brandt, Tyler@DHCS <Tyler.Brandt@dhcs.ca.gov>; Bui, Tiffany@DHCS  <Tiffany.Bui@dhcs.ca.gov>; Tamai, Michelle@DHCS <Michelle.Tamai@dhcs.ca.gov>; Kung, Serina@DHCS  <Serina.Kung@dhcs.ca.gov>  Subject: PP‐GEMT IGT Net Benefit‐ City of South San Francisco    Hello Bertha,     As a follow up to our previous communication, the Managed Care (MC) team is providing you with your estimated MC  CY 2023 net benefit for the PP‐GEMT IGT Program. This estimated net benefit is a calculation is based off today’s level of  assumed provider participation. We are providing these projections for informational purposes and caveat that figures  are subject to change. As stated, projected revenue is specific to MC, thus it does not include the Fee‐For‐Service (FFS)  527 3 net benefit. We have CC’d our FFS counterparts on this communication so they can speak to their revenue allowing you  to budget your total estimated net benefit across both delivery systems.      Total Projected Managed Care Net Benefit: $948,412.00, which equates to the below,    Projected Managed Care Net Benefit per Trip: $538.54    The primary function of this information is to clarify how the annualized trip counts from Jul 2020 – Dec 2021 and the CY  2023 DRAFT non‐federal share cost impact provider revenue, requested IGT, and the estimated CY 2023 net benefit  within MC. This estimate leverages the current CY 2023 fee schedule rate plus Add‐on and includes aggregate trend  factors and assumptions in order to provide an estimated CY 2023 net benefit within managed care. The trips in scope  include beneficiaries with and without Medicare Part B. This calculated benefit does not account for the 10%  administrative fee, however you can subtract 10% of what you see on your LOI from both the MC and FFS net benefit.  Again, FFS will follow up separately with their estimated return. For the avoidance of doubt, we reiterate that the actual  net benefit in CY 2023 will vary based on a number of factors including, but not limited to, actual 2023 trip counts and  Final CY 2023 rates/non‐federal share.     Please “Reply All” to this email if you have any questions.     Thank you,      Teresa Gelein Capitated Rates Development Division (CRDD)  California Department of Health Care Services  Email: Teresa.Gelein@dhcs.ca.gov       CONFIDENTIALITY NOTICE: This e‐mail and any attachments may contain information which is confidential, sensitive,  privileged, proprietary or otherwise protected by law. The information is solely intended for the named recipients, other authorized  individuals, or a person responsible for delivering it to the authorized recipients. If you are not an authorized recipient of this  message, you are not permitted to read, print, retain, copy or disseminate this message or any part of it. If you have received this e‐ mail in error, please notify the sender immediately by return e‐mail and delete it from your e‐mail inbox, including your deleted  items folder.     528 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-989 Agenda Date:12/14/2022 Version:1 Item #:23a. Resolution approving budget amendment BA23.038 to the Fire Department FY 2022-23 Operating Budget in the amount of $436,964.65 and allow the City to participate in the California Assembly Bill 1705 (2019) Public Provider Ground Emergency Medical Transport Intergovernmental Transfer (PP-GEMT-IGT) Program WHEREAS, the South San Francisco Fire Department intends to participate in the California Assembly Bill 1705 (2019) and the Public Provider Ground Emergency Medical Transport Intergovernmental Transfer (PP- GEMT-IGT) Program; and WHEREAS, for most of the 21st Century, special interest groups in California have been promoting legislation that would create payment reform as it relates to ambulance transportation and the 2011 passage of Assembly Bill 678 (AB678) led to the Ground Emergency Medical Transport (GEMT) program, a source of revenue that has provided the City over $2,326,000 in additional revenue to cover specific transportation costs since its inception; and WHEREAS, the GEMT program is limited to public entities and the purpose is to evaluate costs associated with providing care and transportation to a specific type of Medicaid patient and provide a federal subsidy to reduce the impact of the service to local government's general funds; and WHEREAS, a participating agency must be a public entity and complete and file a comprehensive annual cost report the California Department of Healthcare Services (DHCS); DHCS evaluates the cost report from each participating agency and creates an average transport cost for California Medicaid patients; and WHEREAS, through AB 678, the State developed a Supplemental Reimbursement Program pursuant to the California Welfare and Institutions Code Section 14105.94 and State Plan Amendments 09-024 qualifying DHCS to receive matching funds from Centers for Medicare and Medicaid Services (CMS) creating an Intergovernmental Transfer (IGT) for an averaged emergency transport cost; and DHCS receives these federally matched funds and distributes funds based on average transport cost and number of qualifying transports to participating agencies; and WHEREAS,with the approval of SB 523 in 2017-18,a mandatory Quality Assurance Fee (QAF)is assessed on each completed ambulance transport by both public and private providers;These funds are then transferred to CMS through an IGT like the AB678 plan,and then redistributed back to ambulance providers based upon the number of qualifying Medicaid ambulance transports completed; and WHEREAS,SB 523 created a gap in the funds being distributed between public and private providers and public ambulance and fire service leaders desired a program that was specific to public agencies as private ambulance providers make up a large percentage of transports and sharing pooled public and private funds reduced reimbursements to public agencies; and WHEREAS,Assembly Bill 1705 (AB1705),Public Provider Intergovernmental Transfer Program (PP-GEMT- IGT),excludes private providers was approved and chaptered in 2019 under the Welfare and Institutions Code; City of South San Francisco Printed on 12/9/2022Page 1 of 2 powered by Legistar™529 File #:22-989 Agenda Date:12/14/2022 Version:1 Item #:23a. and WHEREAS,AB1705 supersedes SB 523 only while it is in existence;Should AB 1705 fail or become otherwise repealed, all public providers will be rolled back in to the SB 523 program; and WHEREAS,AB 1705 replaces and eliminates AB 678,so the original GEMT program that the City appreciated for greater than a decade will sunset with the 2022 Calendar Year; and WHEREAS,participation in AB 1705 is voluntary while it is operable,but as stated,should the program be eliminated all providers would again be required to participate in SB 523;The cost of participation in AB 1705 was released as a State Medicaid Plan Amendment (SPA22-0015); and WHEREAS,on November 16,2022,DHCS provided calculations,Managed Care Estimated CY 2023 Net Benefit Calculation (Exhibit A),to the South San Francisco Fire Department with the City’s shared cost of $744,598 the program for managed care transports including a 10 percent administrative fee;a second e-mail was received (exhibit B)stating that an additional $49,883.18,plus the 10%administrative fee would also be due for transports under the fee for service category for a total participation amount of $873,929; and WHEREAS,staff believes this program will net $470,000 additional funds annually for transport services and recommends participation in the PP-GEMT-IGT program;DHCS calculates cost on a calendar year basis and collects this fee quarterly, starting on January 15, 2023; and WHEREAS,approval of budget amendment 23.038 in the amount of $436,964.50,equal to half the DHCS proposed participation payment for the 2023 calendar year;The remainder plus the first two quarters of calendar year 2024 will be request in the next budget cycle. NOW,THEREFORE,BE IT HEREBY RESOLVED by the City Council of the City of South San Francisco that the City of South San Francisco hereby: 1.Approves budget amendment BA23.038 to the Fire Department FY2022-23 Operating Budget in the amount of $436,964.50. 2.Authorizes the City to participate in the California Assembly Bill 1705 (2019)Public Provider Ground Emergency Medical Transport Intergovernmental Transfer (PP-GEMT-IGT) Program. 3.Authorizes the City Manager or his designee to take any action consistent with the intent of this resolution,including but not limited to the execution of any agreements necessary to participate in the PP-GEMT-IGT Program, subject to approval as to form by the City Attorney. City of South San Francisco Printed on 12/9/2022Page 2 of 2 powered by Legistar™530 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-1044 Agenda Date:12/14/2022 Version:1 Item #:24. Report regarding a resolution awarding a shuttle operations services agreement to ACE Mobility Solutions in an amount not to exceed $350,000 for South San Francisco Community Shuttle Operations.(Marissa Garren, Management Analyst I) RECOMMENDATION It is recommended that the City Council adopt a resolution awarding a shuttle operations services agreement to ACE Mobility Solutions in an amount not to exceed $350,000 for South San Francisco Community Shuttle Operations Services. BACKGROUND/DISCUSSION The South City Shuttle began in 2014 making 15 trips to 7 stop locations Monday through Friday,with one clockwise shuttle route traveling through Hillside Boulevard,the downtown area,and Rotary Plaza.Ridership in the first year of operation was approximately 10,000 passengers.Since its 2014 inception,the shuttle has since expanded the routes and operations.Currently,the South City Shuttle provides 15 clockwise trips from 7:15 a.m.to 7 p.m.and 12 counterclockwise trips from 8:10 a.m.to 6 p.m.,Monday through Friday,excluding holidays.Beginning and ending locations for both shuttle routes are at the South San Francisco BART station. The shuttles travel through South San Francisco,with stops in the downtown area,at senior centers,Orange Memorial Park,city recreation buildings,city libraries,the Rotary Plaza,Kaiser Hospital,and transit connections at some SamTrans stops.The shuttle has proven to be a lifeline to over 60,000 South San Francisco passengers per year providing free transportation to work, school, medical appointments, and much more. Shuttle Operations Request for Proposals and Scoring Parking Company of America has been the City’s shuttle operator since 2014 and their contract is effective through December 31,2022.Staff issued a Request for Proposals (RFP)on the OpenGov website on September 1,2022,and proposals were due on October 21,2022.In addition to the online posting,staff notified local shuttle operation companies to generate and gauge interest in the RFP.Sixteen companies downloaded the proposal packet and two (2)submitted proposals:(1)ACE Mobility Solutions and (2)Parking Company of America.The hourly rate for shuttle services includes all costs for shuttle operations,including vehicle maintenance, driver costs, insurance, monitoring, administration, and reporting. Hourly rates are as follows: Shuttle Operator Hourly Rate ACE Mobility Solutions $182 Parking Company of America $214 Both proposals were reviewed by a panel of three consisting of the Senior Planner,Deputy Director of Public Works,and Public Works Management Analyst I.Members of the panel rated the proposals in the following areas: City of South San Francisco Printed on 12/9/2022Page 1 of 3 powered by Legistar™531 File #:22-1044 Agenda Date:12/14/2022 Version:1 Item #:24. 1.Proposed Approach -Described organization and processes of the shuttle bus service program including supervisor/employee requirements and qualifications,customer service,employee training,quality control,maintenance,vehicle cleaning,technology/data/reporting,and transition plan.(35 points maximum) 2.Qualifications and References -Included three most recent transit bus transit bus programs similar in size and scope within the last five (5)years,their business profile including size and organization structure,litigation,claims,and settlements,and the Project Team who will serve as Key/Lead Team Members to successfully fulfill project roles and complete the scope of services.(35 points maximum) 3.Price Proposal -Included all costs for work to be performed under contract based on the Scope of Work, proposed hourly rate based on approximately 6,300 annual service hours that incorporates the cost of labor,vehicles,maintenance,fuel,and costs for alternative vehicle types,low floor vehicles,and larger capacity vehicles.(30 points maximum) 4.Utilization of Alternative Fuel Vehicles -Described current or planned utilization of alternative fuel vehicles throughout performing the scope of services.(+10 Bonus points) 5.Labor Code 1070-1074 Declaration -Pledged to make every effort to retain all incumbent workers in accordance with California Labor Code 1070-1074.(+10 Bonus points) Proposal scores by the panel are as follows: Scoring Criteria ACE Mobility Solutions Parking Company of America Proposed Approach (35) 31 29 Qualifications and References (35) 26 29 Price Proposal (30) 28 24 Utilization of Alternative Fuel Vehicles (10) 9 0 Labor Code 1070-1074 Declaration (10) 10 10 Totals (120 maximum points) 104 92 After review of the submissions and the subsequent contractor interviews,staff recommends the shuttle services agreement be awarded to ACE Mobility Solutions (ACE)based on price and ability to provide safe and reliable transportation services to the City with alternatively fueled vehicles. Alternative Fuel Fleet ACE Mobility Solutions will begin operations in 2023 with liquefied petroleum gas (LPG)or compressed natural gas (CNG) and commits to transitioning to electric shuttles by 2024. Agreement Term The term of the agreement with ACE Mobility Solutions will be until June 30,2025.Operations are funded by the San Mateo County Transportation Authority and the City’s adopted funding of Local Measure A funds until City of South San Francisco Printed on 12/9/2022Page 2 of 3 powered by Legistar™532 File #:22-1044 Agenda Date:12/14/2022 Version:1 Item #:24. the San Mateo County Transportation Authority and the City’s adopted funding of Local Measure A funds until June 30,2023.Staff will apply for San Mateo County Shuttle Program funding in early 2023 towards continued operations of the South City Shuttle until fiscal year 2024-25. FISCAL IMPACT Sufficient funding remains in the program’s budget for the remainder of fiscal year 2022-23.San Mateo County Transportation Authority Measure A /C/CAG Congestion Relief funds finance 75 percent of the operations and the remaining 25 percent is funded by the City’s Local Measure A funds.Staff will apply for San Mateo County Shuttle Program funding in early 2023 for continued operations of the South City Shuttle through fiscal year 2024-25. RELATIONSHIP TO STRATEGIC PLAN The Free South City Shuttle Program supports Priority Area 2:Quality of Life of the South San Francisco Strategic Plan by providing access to multi-modal transportation options. CONCLUSION Staff recommends City Council adopt the resolution awarding a shuttle operations services contract to ACE Mobility Solutions in an amount not to exceed $350,000 for South San Francisco Community Shuttle Operation Services, approving a services agreement and authorizing the City Manager to execute the agreement. Attachments: 1)Draft Shuttle Services Agreement 2)PowerPoint presentation City of South San Francisco Printed on 12/9/2022Page 3 of 3 powered by Legistar™533 Shuttle Operations Services Agreement between Agreement Date City of South San Francisco and ACE Mobility Solutions Page 1 of 14 SHUTTLE OPERATIONS SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND ACE MOBILITY SOLUTIONS THIS AGREEMENT for shuttle services is made by and between the City of South San Francisco (“City”) and ACE Mobility Solutions (“Contractor”) (together sometimes referred to as the “Parties”) as of _______________ (the “Effective Date”). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to City the services described in the Scope of Work attached as Exhibit A, attached hereto and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on _______________ (the “Effective Date”) and shall end on ____________, the date of completion specified in Exhibit A, and Contractor shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8.The time provided to Contractor to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Contractor shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Contractor is engaged in the geographical area in which Contractor practices its profession. Contractor shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Contractor's profession. 1.3 Assignment of Personnel. Contractor shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Contractor shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Contractor shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Sections 1.1 and 1.2 above and to satisfy Contractor’s obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Contractor a sum not to exceed $___________, notwithstanding any contrary indications that may be contained in Contractor’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Contractor’s proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Contractor for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only Attachment 1 534 Shuttle Operations Services Agreement between Agreement Date City of South San Francisco and ACE Mobility Solutions Page 2 of 14 payments from City to Contractor for services rendered pursuant to this Agreement. Contractor shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Contractor shall not bill City for duplicate services performed by more than one person. Contractor and City acknowledge and agree that compensation paid by City to Contractor under this Agreement is based upon Contractor’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Contractor. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Contractor and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Contractor shall submit invoices not later than six (6) business days after the end of the month for the previous months services during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:  Serial identifications of progress bills (i.e., Progress Bill No. 1 for the first invoice, etc.);  The beginning and ending dates of the billing period;  Total number of billable hours performed under the Agreement  A task summary containing the total due this period, ;  The amount and purpose of actual expenditures for which reimbursement is sought;  Attachment of monthly ridership report providing information for the National Transit Database (“NTD”) reporting requirements as outlined in Exhibit A.  The Contractor’s signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Contractor. City shall have no obligation to pay invoices submitted ninety (90) days past the performance of work or incurrence of cost. 2.3 Final Payment. City shall pay the last ten percent (10%) of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Contractor pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Contractor in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Contractor submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 535 Shuttle Operations Services Agreement between Agreement Date City of South San Francisco and ACE Mobility Solutions Page 3 of 14 2.5 Hourly Fees. Fees for work performed by Contractor on an hourly basis shall not exceed the amounts shown in Exhibit A. 2.6 Payment of Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor represents and warrants that Contractor is a resident of the State of California in accordance with California Revenue & Taxation Code Section 18662, as may be amended, and is exempt from withholding. Contractor accepts sole responsible for verifying the residency status of any subcontractors and withhold taxes from non-California subcontractors as required by law. 2.7 Payment upon Termination. In the event that the City or Contractor terminates this Agreement pursuant to Section 8, the City shall compensate the Contractor for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Contractor shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Contractor is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.9 Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes of laborers, workmen, or mechanics on the work contemplated by this Agreement, shall be not less than the prevailing rate for a day’s work in the same trade or occupation in the locality within the state where the work hereby contemplates to be performed as determined by the Director of Industrial Relations pursuant to the Director’s authority under Labor Code Section 1770, et seq. Each laborer, worker or mechanic employed by Contractor or by any subcontractor shall receive the wages herein provided for. The Contractor 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 Contractor to each worker. An error on the part of an awarding body does not relieve the Contractor from responsibility for payment of the prevailing rate of per diem wages and penalties pursuant to Labor Code Sections 1770 1775. The City will not recognize any claim for additional compensation because of the payment by the Contractor 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 Contractor. 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 Contractor 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. 536 Shuttle Operations Services Agreement between Agreement Date City of South San Francisco and ACE Mobility Solutions Page 4 of 14 b. Payroll Records. Each Contractor 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 Contractor in connection with the public work. Such records shall be certified and submitted weekly as required by Labor Code Section 1776. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Contractor shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Contractor only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Contractor, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Contractor and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Contractor shall provide Certificates of Insurance, attached hereto and incorporated herein as Exhibit B, indicating that Contractor has obtained or currently maintains insurance that meets the requirements of this section and under forms of insurance satisfactory, in all respects, to the City and the San Mateo County Transportation Authority (“TA”). Contractor shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Contractor's bid. Contractor shall not allow any subcontractor to commence work on any subcontract until Contractor has obtained all insurance required herein for the subcontractor(s). 4.1 Workers’ Compensation. Contractor shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Contractor. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000) per accident. In the alternative, Contractor may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator (as defined in Section 10.9). The insurer, if insurance is provided, or the Contractor, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Contractor, at its own cost and expense, shall maintain commercial general, automobile liability, and business automobile physical damage insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. An additional excess 537 Shuttle Operations Services Agreement between Agreement Date City of South San Francisco and ACE Mobility Solutions Page 5 of 14 liability coverage in an amount not less than TEN MILLION DOLLARS ($10,000,000.00) per occurrence shall also be maintained. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting there from, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 or GL 0002 (most recent editions) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9. No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. b. Insurance must cover all owned, non-owned and hired autos, and include a Waiver of Subrogation in favor of the City and the TA. c. Any failure of Contractor to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. 4.3 All Policies Requirements. 4.3.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.3.2 Verification of coverage. Prior to beginning any work under this Agreement, Contractor shall furnish City with complete copies of all policies delivered to Contractor by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Contractor beginning work, it shall not waive the Contractor’s obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 538 Shuttle Operations Services Agreement between Agreement Date City of South San Francisco and ACE Mobility Solutions Page 6 of 14 4.3.3 Notice of Reduction in or Cancellation of Coverage. A certified endorsement shall be attached to all insurance obtained pursuant to this Agreement stating that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. In the event that any coverage required by this section is reduced, limited, cancelled, or materially affected in any other manner, Contractor shall provide written notice to City at Contractor’s earliest possible opportunity and in no case later than ten (10) working days after Contractor is notified of the change in coverage. 4.3.4 Additional insured; primary insurance. City and its officers, employees, agents, volunteers, and the TA shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Contractor, including the insured’s general supervision of Contractor; products and completed operations of Contractor, as applicable; premises owned, occupied, or used by Contractor; and automobiles owned, leased, or used by the Contractor in the course of providing services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. 4.3.5 Deductibles and Self-Insured Retentions. Contractor shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. Further, if the Contractor’s insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self-insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self-insured retention required to be paid as a precondition to the insurer’s liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self-insured retention and also must disclose the deductible. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Contractor may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in 539 Shuttle Operations Services Agreement between Agreement Date City of South San Francisco and ACE Mobility Solutions Page 7 of 14 deductible or self-insured retention levels with a requirement that Contractor procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.3.6 Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.3.7 Wasting Policy. No insurance policy required by Section 4 shall include a “wasting” policy limit. 4.3.8 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that the City’s interests are otherwise fully protected. 4.4 Remedies. In addition to any other remedies City may have if Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Contractor’s breach: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; b. Order Contractor to stop work under this Agreement or withhold any payment that becomes due to Contractor hereunder, or both stop work and withhold any payment, until Contractor demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement. Section 5. INDEMNIFICATION AND CONTRACTOR’S RESPONSIBILITIES. Contractor shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Contractor or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Contractor shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the gross negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Contractor or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Contractor from liability under this 540 Shuttle Operations Services Agreement between Agreement Date City of South San Francisco and ACE Mobility Solutions Page 8 of 14 indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Contractor acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONTRACTOR. 6.1 Independent Contractor. At all times during the term of this Agreement, Contractor shall be an independent contractor and shall not be an employee of City. City shall have the right to control Contractor only insofar as the results of Contractor's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Contractor No Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent or to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Contractor and any subcontractors shall comply with all federal, state and local laws and regulations applicable to the performance of the work hereunder, including but not limited to the provisions of California Labor Code sections 1070- 1074 and the duties to retain employees and provide related notices thereunder. Contractor’s failure to comply with such law(s) or regulation(s) shall constitute a breach of contract. 541 Shuttle Operations Services Agreement between Agreement Date City of South San Francisco and ACE Mobility Solutions Page 9 of 14 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Contractor and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Contractor represents and warrants to City that Contractor and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals, including from City, of what-so-ever nature that are legally required to practice their respective professions. Contractor represents and warrants to City that Contractor and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Contractor and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Contractor shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Contractor under this Agreement. Contractor shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Contractor thereby. Contractor shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Contractor. Contractor may cancel this Agreement for cause upon 30 days written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Contractor shall be entitled to compensation for services performed to the date of notice of termination; City, however, may condition payment of such compensation upon Contractor delivering to City all materials described in Section 9.1. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Contractor understands and agrees that, if City grants such an extension, City shall have no obligation to provide Contractor with compensation beyond the maximum amount provided for in this Agreement. 542 Shuttle Operations Services Agreement between Agreement Date City of South San Francisco and ACE Mobility Solutions Page 10 of 14 Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Contractor for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Contractor recognize and agree that this Agreement contemplates personal performance by Contractor and is based upon a determination of Contractor’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Contractor. Contractor may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Contractor shall not assign or subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Contractor shall survive the termination of this Agreement. 8.6 Options upon Breach by Contractor. If Contractor materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Contractor pursuant to this Agreement; 8.6.3 Retain a different Contractor to complete the work described in Exhibit A not finished by Contractor; or 8.6.4 Charge Contractor the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Contractor pursuant to Section 2 if Contractor had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Contractor’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Contractor prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Contractor hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that 543 Shuttle Operations Services Agreement between Agreement Date City of South San Francisco and ACE Mobility Solutions Page 11 of 14 the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Contractor agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties unless required by law. 9.2 Contractor’s Books and Records. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Contractor to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Contractor to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. 9.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals. All responses to a Request for Proposals (RFP) or invitation to bid issued by the City become the exclusive property of the City. At such time as the City selects a bid, all proposals received become a matter of public record, and shall be regarded as public records, with the exception of those elements in each proposal that are defined by Contractor and plainly marked as “Confidential,” "Business Secret" or “Trade Secret." The City shall not be liable or in any way responsible for the disclosure of any such proposal or portions thereof, if Contractor has not plainly marked it as a "Trade Secret" or "Business Secret," or if disclosure is required under the Public Records Act. Although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information that a prospective bidder submits is a trade secret. If a request is made for information marked "Trade Secret" or "Business Secret," and the requester takes legal action seeking release of the materials it believes does not constitute trade secret information, by submitting a proposal, Contractor agrees to indemnify, defend and hold harmless the City, its agents and employees, from any judgment, fines, penalties, and award of attorneys fees awarded against the City in favor of the party requesting the information, and any and all costs connected with that defense. This obligation to indemnify survives the City's award of the contract. Contractor agrees that this indemnification survives as long as the trade secret information is in the City's possession, which includes a minimum retention period for such documents. 544 Shuttle Operations Services Agreement between Agreement Date City of South San Francisco and ACE Mobility Solutions Page 12 of 14 Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including arbitration or an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County San Mateo or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Contractor shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Contractor may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Contractor in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Contractor shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Contractor hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Contractor was an employee, agent, appointee, or official of the City in the previous twelve (12) months, Contractor warrants that it did not participate in any manner in the forming of this Agreement. 545 Shuttle Operations Services Agreement between Agreement Date City of South San Francisco and ACE Mobility Solutions Page 13 of 14 Contractor understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Contractor will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Contractor will be required to reimburse the City for any sums paid to the Contractor. Contractor understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Contractor agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Justin Lovell ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if personally delivered; (ii) when received if transmitted by telecopy, if received during normal business hours on a business day (or if not, the next business day after delivery) provided that such facsimile is legible and that at the time such facsimile is sent the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows: Contractor City: City Clerk City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 10.11 Integration. This Agreement, including all Exhibits attached hereto, and incorporated herein, represents the entire and integrated agreement between City and Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral pertaining to the matters herein. 10.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 10.13 Construction. The headings in this Agreement are for the purpose of reference only and shall not limit or otherwise affect any of the terms of this Agreement. The parties have had an equal opportunity to participate in the drafting of this Agreement; therefore any construction as against the drafting party shall not apply to this Agreement. The Parties have executed this Agreement as of the Effective Date. 546 Shuttle Operations Services Agreement between Agreement Date City of South San Francisco and ACE Mobility Solutions Page 14 of 14 CITY OF SOUTH SAN FRANCISCO ACE Mobility Solutions ____________________________ ____________________________ Mike Futrell, City Manager Steve Burton, President Attest: _____________________________ City Clerk _____________________________ Approved as to Form: ____________________________ City Attorney 5244611.1 547 Shuttle Services Agreement between Agreement Date City of South San Francisco and PCAM, LLC - Exhibit A - Page 1 of 1 EXHIBIT A SCOPE OF SERVICES 548 Shuttle Services Agreement between Agreement Date City of South San Francisco and Contractor Name -Exhibit B - Page 1 of 1 EXHIBIT B INSURANCE CERTIFICATES 549 Shuttle Services Agreement between Agreement Date City of South San Francisco and Contractor Name -Exhibit C - Page 1 of 1 EXHIBIT C SHUTTLE ROUTE AND TIMETABLE 5112206.1 550 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-1045 Agenda Date:12/14/2022 Version:1 Item #:24a. Resolution approving a shuttle operations services agreement with ACE Mobility Solutions in an amount not to exceed $350,000 for South San Francisco Community Shuttle Operations WHEREAS,the City of South San Francisco (“City”)desires to provide safe,clean,and reliable transportation to its residents; and WHEREAS,the South City Shuttle has provided free transportation to the South San Francisco community since 2014; and WHEREAS,funding of the South City Shuttle is financed by San Mateo County Transportation Measure A funds (75%) and city Local Measure A funds (25%); and WHEREAS, the current shuttle operations services agreement is effective until December 31, 2022; and WHEREAS,on September 1,2022,staff advertised a Request for Proposals (RFP)for shuttle operations services; and WHEREAS,the City received two responses to the RFP from ACE Mobility Solutions and Parking Company of America; and, WHEREAS,upon evaluation by a selection panel,City staff recommends selecting ACE Mobility Solutions for the operations and enter into a shuttle operations services agreement effective until June 30, 2025; and WHEREAS,City staff has negotiated a services agreement with ACE Mobility Solutions attached hereto as Exhibit A. NOW,THEREFORE,BE IT RESOLVED,by the City Council of the City of South San Francisco that the City Council hereby awards the contract to and approves a shuttle services agreement,attached herewith and incorporated herein as Exhibit A,with ACE Mobility Solutions of San Diego,CA in an amount not to exceed $350,000,conditioned on the contractor’s timely execution of the shuttle services agreement and submission of all required documents,including but not limited to,certificates of insurance and endorsements,in accordance with the project documents. BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute the agreement in substantially the same form as Exhibit A and to execute any other related documents on behalf of the City upon timely submission by ACE Mobility Solutions a signed agreement and all other necessary documents,subject to City of South San Francisco Printed on 12/9/2022Page 1 of 2 powered by Legistar™551 File #:22-1045 Agenda Date:12/14/2022 Version:1 Item #:24a. timely submission by ACE Mobility Solutions a signed agreement and all other necessary documents,subject to approval as to form by the City Attorney. BE IT FURTHER RESOLVED that the City Manager is hereby authorized to take any other required actions consistent with the intent of this resolution, that do not materially increase the City’s obligations. ***** City of South San Francisco Printed on 12/9/2022Page 2 of 2 powered by Legistar™552 Shuttle Operations Services Agreement between Agreement Date City of South San Francisco and ACE Mobility Solutions Page 1 of 14 SHUTTLE OPERATIONS SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND ACE MOBILITY SOLUTIONS THIS AGREEMENT for shuttle services is made by and between the City of South San Francisco (“City”) and ACE Mobility Solutions (“Contractor”) (together sometimes referred to as the “Parties”) as of _______________ (the “Effective Date”). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to City the services described in the Scope of Work attached as Exhibit A, attached hereto and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on _______________ (the “Effective Date”) and shall end on ____________, the date of completion specified in Exhibit A, and Contractor shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8.The time provided to Contractor to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Contractor shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Contractor is engaged in the geographical area in which Contractor practices its profession. Contractor shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Contractor's profession. 1.3 Assignment of Personnel. Contractor shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Contractor shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Contractor shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Sections 1.1 and 1.2 above and to satisfy Contractor’s obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Contractor a sum not to exceed $___________, notwithstanding any contrary indications that may be contained in Contractor’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Contractor’s proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Contractor for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only Exhibit A 553 Shuttle Operations Services Agreement between Agreement Date City of South San Francisco and ACE Mobility Solutions Page 2 of 14 payments from City to Contractor for services rendered pursuant to this Agreement. Contractor shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Contractor shall not bill City for duplicate services performed by more than one person. Contractor and City acknowledge and agree that compensation paid by City to Contractor under this Agreement is based upon Contractor’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Contractor. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Contractor and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Contractor shall submit invoices not later than six (6) business days after the end of the month for the previous months services during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:  Serial identifications of progress bills (i.e., Progress Bill No. 1 for the first invoice, etc.);  The beginning and ending dates of the billing period;  Total number of billable hours performed under the Agreement  A task summary containing the total due this period, ;  The amount and purpose of actual expenditures for which reimbursement is sought;  Attachment of monthly ridership report providing information for the National Transit Database (“NTD”) reporting requirements as outlined in Exhibit A.  The Contractor’s signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Contractor. City shall have no obligation to pay invoices submitted ninety (90) days past the performance of work or incurrence of cost. 2.3 Final Payment. City shall pay the last ten percent (10%) of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Contractor pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Contractor in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Contractor submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 554 Shuttle Operations Services Agreement between Agreement Date City of South San Francisco and ACE Mobility Solutions Page 3 of 14 2.5 Hourly Fees. Fees for work performed by Contractor on an hourly basis shall not exceed the amounts shown in Exhibit A. 2.6 Payment of Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor represents and warrants that Contractor is a resident of the State of California in accordance with California Revenue & Taxation Code Section 18662, as may be amended, and is exempt from withholding. Contractor accepts sole responsible for verifying the residency status of any subcontractors and withhold taxes from non-California subcontractors as required by law. 2.7 Payment upon Termination. In the event that the City or Contractor terminates this Agreement pursuant to Section 8, the City shall compensate the Contractor for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Contractor shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Contractor is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.9 Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes of laborers, workmen, or mechanics on the work contemplated by this Agreement, shall be not less than the prevailing rate for a day’s work in the same trade or occupation in the locality within the state where the work hereby contemplates to be performed as determined by the Director of Industrial Relations pursuant to the Director’s authority under Labor Code Section 1770, et seq. Each laborer, worker or mechanic employed by Contractor or by any subcontractor shall receive the wages herein provided for. The Contractor 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 Contractor to each worker. An error on the part of an awarding body does not relieve the Contractor from responsibility for payment of the prevailing rate of per diem wages and penalties pursuant to Labor Code Sections 1770 1775. The City will not recognize any claim for additional compensation because of the payment by the Contractor 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 Contractor. 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 Contractor 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. 555 Shuttle Operations Services Agreement between Agreement Date City of South San Francisco and ACE Mobility Solutions Page 4 of 14 b. Payroll Records. Each Contractor 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 Contractor in connection with the public work. Such records shall be certified and submitted weekly as required by Labor Code Section 1776. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Contractor shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Contractor only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Contractor, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Contractor and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Contractor shall provide Certificates of Insurance, attached hereto and incorporated herein as Exhibit B, indicating that Contractor has obtained or currently maintains insurance that meets the requirements of this section and under forms of insurance satisfactory, in all respects, to the City and the San Mateo County Transportation Authority (“TA”). Contractor shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Contractor's bid. Contractor shall not allow any subcontractor to commence work on any subcontract until Contractor has obtained all insurance required herein for the subcontractor(s). 4.1 Workers’ Compensation. Contractor shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Contractor. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000) per accident. In the alternative, Contractor may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator (as defined in Section 10.9). The insurer, if insurance is provided, or the Contractor, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Contractor, at its own cost and expense, shall maintain commercial general, automobile liability, and business automobile physical damage insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. An additional excess 556 Shuttle Operations Services Agreement between Agreement Date City of South San Francisco and ACE Mobility Solutions Page 5 of 14 liability coverage in an amount not less than TEN MILLION DOLLARS ($10,000,000.00) per occurrence shall also be maintained. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting there from, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 or GL 0002 (most recent editions) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9. No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. b. Insurance must cover all owned, non-owned and hired autos, and include a Waiver of Subrogation in favor of the City and the TA. c. Any failure of Contractor to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. 4.3 All Policies Requirements. 4.3.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.3.2 Verification of coverage. Prior to beginning any work under this Agreement, Contractor shall furnish City with complete copies of all policies delivered to Contractor by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Contractor beginning work, it shall not waive the Contractor’s obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 557 Shuttle Operations Services Agreement between Agreement Date City of South San Francisco and ACE Mobility Solutions Page 6 of 14 4.3.3 Notice of Reduction in or Cancellation of Coverage. A certified endorsement shall be attached to all insurance obtained pursuant to this Agreement stating that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. In the event that any coverage required by this section is reduced, limited, cancelled, or materially affected in any other manner, Contractor shall provide written notice to City at Contractor’s earliest possible opportunity and in no case later than ten (10) working days after Contractor is notified of the change in coverage. 4.3.4 Additional insured; primary insurance. City and its officers, employees, agents, volunteers, and the TA shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Contractor, including the insured’s general supervision of Contractor; products and completed operations of Contractor, as applicable; premises owned, occupied, or used by Contractor; and automobiles owned, leased, or used by the Contractor in the course of providing services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. 4.3.5 Deductibles and Self-Insured Retentions. Contractor shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. Further, if the Contractor’s insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self-insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self-insured retention required to be paid as a precondition to the insurer’s liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self-insured retention and also must disclose the deductible. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Contractor may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in 558 Shuttle Operations Services Agreement between Agreement Date City of South San Francisco and ACE Mobility Solutions Page 7 of 14 deductible or self-insured retention levels with a requirement that Contractor procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.3.6 Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.3.7 Wasting Policy. No insurance policy required by Section 4 shall include a “wasting” policy limit. 4.3.8 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that the City’s interests are otherwise fully protected. 4.4 Remedies. In addition to any other remedies City may have if Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Contractor’s breach: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; b. Order Contractor to stop work under this Agreement or withhold any payment that becomes due to Contractor hereunder, or both stop work and withhold any payment, until Contractor demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement. Section 5. INDEMNIFICATION AND CONTRACTOR’S RESPONSIBILITIES. Contractor shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Contractor or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Contractor shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the gross negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Contractor or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Contractor from liability under this 559 Shuttle Operations Services Agreement between Agreement Date City of South San Francisco and ACE Mobility Solutions Page 8 of 14 indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Contractor acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONTRACTOR. 6.1 Independent Contractor. At all times during the term of this Agreement, Contractor shall be an independent contractor and shall not be an employee of City. City shall have the right to control Contractor only insofar as the results of Contractor's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Contractor No Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent or to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Contractor and any subcontractors shall comply with all federal, state and local laws and regulations applicable to the performance of the work hereunder, including but not limited to the provisions of California Labor Code sections 1070- 1074 and the duties to retain employees and provide related notices thereunder. Contractor’s failure to comply with such law(s) or regulation(s) shall constitute a breach of contract. 560 Shuttle Operations Services Agreement between Agreement Date City of South San Francisco and ACE Mobility Solutions Page 9 of 14 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Contractor and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Contractor represents and warrants to City that Contractor and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals, including from City, of what-so-ever nature that are legally required to practice their respective professions. Contractor represents and warrants to City that Contractor and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Contractor and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Contractor shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Contractor under this Agreement. Contractor shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Contractor thereby. Contractor shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Contractor. Contractor may cancel this Agreement for cause upon 30 days written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Contractor shall be entitled to compensation for services performed to the date of notice of termination; City, however, may condition payment of such compensation upon Contractor delivering to City all materials described in Section 9.1. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Contractor understands and agrees that, if City grants such an extension, City shall have no obligation to provide Contractor with compensation beyond the maximum amount provided for in this Agreement. 561 Shuttle Operations Services Agreement between Agreement Date City of South San Francisco and ACE Mobility Solutions Page 10 of 14 Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Contractor for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Contractor recognize and agree that this Agreement contemplates personal performance by Contractor and is based upon a determination of Contractor’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Contractor. Contractor may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Contractor shall not assign or subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Contractor shall survive the termination of this Agreement. 8.6 Options upon Breach by Contractor. If Contractor materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Contractor pursuant to this Agreement; 8.6.3 Retain a different Contractor to complete the work described in Exhibit A not finished by Contractor; or 8.6.4 Charge Contractor the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Contractor pursuant to Section 2 if Contractor had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Contractor’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Contractor prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Contractor hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that 562 Shuttle Operations Services Agreement between Agreement Date City of South San Francisco and ACE Mobility Solutions Page 11 of 14 the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Contractor agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties unless required by law. 9.2 Contractor’s Books and Records. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Contractor to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Contractor to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. 9.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals. All responses to a Request for Proposals (RFP) or invitation to bid issued by the City become the exclusive property of the City. At such time as the City selects a bid, all proposals received become a matter of public record, and shall be regarded as public records, with the exception of those elements in each proposal that are defined by Contractor and plainly marked as “Confidential,” "Business Secret" or “Trade Secret." The City shall not be liable or in any way responsible for the disclosure of any such proposal or portions thereof, if Contractor has not plainly marked it as a "Trade Secret" or "Business Secret," or if disclosure is required under the Public Records Act. Although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information that a prospective bidder submits is a trade secret. If a request is made for information marked "Trade Secret" or "Business Secret," and the requester takes legal action seeking release of the materials it believes does not constitute trade secret information, by submitting a proposal, Contractor agrees to indemnify, defend and hold harmless the City, its agents and employees, from any judgment, fines, penalties, and award of attorneys fees awarded against the City in favor of the party requesting the information, and any and all costs connected with that defense. This obligation to indemnify survives the City's award of the contract. Contractor agrees that this indemnification survives as long as the trade secret information is in the City's possession, which includes a minimum retention period for such documents. 563 Shuttle Operations Services Agreement between Agreement Date City of South San Francisco and ACE Mobility Solutions Page 12 of 14 Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including arbitration or an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County San Mateo or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Contractor shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Contractor may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Contractor in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Contractor shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Contractor hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Contractor was an employee, agent, appointee, or official of the City in the previous twelve (12) months, Contractor warrants that it did not participate in any manner in the forming of this Agreement. 564 Shuttle Operations Services Agreement between Agreement Date City of South San Francisco and ACE Mobility Solutions Page 13 of 14 Contractor understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Contractor will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Contractor will be required to reimburse the City for any sums paid to the Contractor. Contractor understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Contractor agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Justin Lovell ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if personally delivered; (ii) when received if transmitted by telecopy, if received during normal business hours on a business day (or if not, the next business day after delivery) provided that such facsimile is legible and that at the time such facsimile is sent the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows: Contractor City: City Clerk City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 10.11 Integration. This Agreement, including all Exhibits attached hereto, and incorporated herein, represents the entire and integrated agreement between City and Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral pertaining to the matters herein. 10.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 10.13 Construction. The headings in this Agreement are for the purpose of reference only and shall not limit or otherwise affect any of the terms of this Agreement. The parties have had an equal opportunity to participate in the drafting of this Agreement; therefore any construction as against the drafting party shall not apply to this Agreement. The Parties have executed this Agreement as of the Effective Date. 565 Shuttle Operations Services Agreement between Agreement Date City of South San Francisco and ACE Mobility Solutions Page 14 of 14 CITY OF SOUTH SAN FRANCISCO ACE Mobility Solutions ____________________________ ____________________________ Mike Futrell, City Manager Steve Burton, President Attest: _____________________________ City Clerk _____________________________ Approved as to Form: ____________________________ City Attorney 5244611.1 566 Shuttle Services Agreement between Agreement Date City of South San Francisco and PCAM, LLC - Exhibit A - Page 1 of 1 EXHIBIT A SCOPE OF SERVICES 567 Shuttle Services Agreement between Agreement Date City of South San Francisco and Contractor Name -Exhibit B - Page 1 of 1 EXHIBIT B INSURANCE CERTIFICATES 568 Shuttle Services Agreement between Agreement Date City of South San Francisco and Contractor Name -Exhibit C - Page 1 of 1 EXHIBIT C SHUTTLE ROUTE AND TIMETABLE 5112206.1 569 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-997 Agenda Date:12/14/2022 Version:1 Item #:25. Motion to confirm the facility sign graphic for the Library | Parks & Recreation building at the Community Civic Campus.(Jacob Gilchrist, Director of Capital Projects) RECOMMENDATION It is recommended that the City Council confirm by motion the facility sign graphic for the Library | Parks & Recreation Center at the Community Civic Campus. BACKGROUND/DISCUSSION In early June 2022,staff provided in a Thursday memo to Council the building graphic and logo for signs at the new Library |Parks &Recreation Center.Hearing concerns of a Councilmember regarding the formal use of the LPR acronym, staff created an alternative to the proposed design. At the November 9,2022,City Council meeting,staff presented options for signs that included a large “LPR” graphic as a logo for the facility.Council provided feedback questioning both the graphic and the need for a logo for the facility.Council asked that staff return with options that would include the full name spelled out on the sign.The attached document provides six options to prompt discussion with Council regarding the final direction of the signs. FISCAL IMPACT Because the project sign package is part of the original project scope and budget, there is no additional fiscal impact to the project budget approved on November 9, 2020, by City Council. RELATIONSHIP TO STRATEGIC PLAN This effort is included in the City’s Strategic Plan. It aligns with Priority #2 which is focused on enhancing quality of life and Priority #3 which is focused on enhancing public safety. CONCLUSION Staff recommends that the City Council confirm by motion the facility sign graphic for the Library | Parks & Recreation Center at the Community Civic Campus. Attachments: 1.Exhibit A Revised Sign Graphics City of South San Francisco Printed on 12/9/2022Page 1 of 1 powered by Legistar™570 Design Snapshot™ Package 02 LOGO MARK | Option 1A/B/C SSF Library | Parks & Recreation Center 18.2561.01 April 25, 2022 LIBRARY PARKS & RECREATION LIBRARY PARKS & RECREATION PARKS & RECREATION LIBRARY PARKS & RECREATION LIBRARY 571 Design Snapshot™ Package 03SSF Library | Parks & Recreation Center 18.2561.01 April 25, 2022 LOGO MARK | Option 2A/B/C CIVIC CAMPUS CIVIC CAMPUS CIVIC CAMPUS CIVIC CAMPUS CIVIC CAMPUS CIVIC CAMPUS 572 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-1063 Agenda Date:12/14/2022 Version:1 Item #:26. Report regarding a resolution appointing Sharon Ranals to the position of Interim City Manager and Interim Executive Director of the Successor Agency to the Redevelopment Agency of the City of South San Francisco and authorizing a City Council ad hoc committee to negotiate the terms of employment during the appointment. (Leah Lockhart, Human Resources Director) RECOMMENDATION Adopt a resolution appointing Sharon Ranals to the Position of Interim City Manager for the City of South San Francisco and authorize an ad hoc committee to negotiate the terms of employment while the position of City Manager is vacant and until a new City Manager is appointed. BACKGROUND/DISCUSSION On November 17,2022,City Manager Mike Futrell announced his intention to resign from his position as City Manager of the City of South San Francisco after more than eight years of service with the City.Mr.Futrell’s last day of active service as City Manager will be December 24,2022,and last day of employment with the City will be January 8,2023.As plans to recruit for a new City Manager are getting underway,Council identified a need for an Interim City Manager while the position is vacant and until a permanent City Manager appointment is made. Council directed staff to prepare a resolution appointing Sharon Ranals as Acting City Manager from December 24,2022 to January 8,2023 and as Interim City Manager after January 8,2023 and until such time the position of City Manager is filled on a permanent basis.Ms.Ranals has served as the City’s Assistant City Manager since August,2019.Prior to her appointment as Assistant City Manager,she served as the City’s Parks and Recreation Director for fifteen years.Due to her depth of knowledge and experience Ms.Ranals is highly qualified to serve as the City’s interim City Manager. The proposed resolution appoints Councilmember Flor Nicolas and Councilmember Eddie Flores to an ad-hoc subcommittee to negotiate an agreement with Ms.Ranals for the terms and conditions of employment as Interim City Manager,which shall be brought before City Council for approval regular Council meeting on January 11,2023.At this time,the City’s salary schedule will also be amended to include the position of Interim City Manager. FISCAL IMPACT There is no direct fiscal impact for this item.A recommendation for compensation for Interim City Manager will be brought before Council on January 11, 2023. RELATIONSHIP TO STRATEGIC PLAN An Interim City Manager is essential to maintaining efficient and effective operations during the pendency of a vacant City Manager position.The Interim City Manager will provide continued oversight to staff and support to City Council for implementation of all strategic objectives. City of South San Francisco Printed on 12/9/2022Page 1 of 1 powered by Legistar™573 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:22-1062 Agenda Date:12/14/2022 Version:1 Item #:26a. Resolution appointing Sharon Ranals to the position of Interim City Manager and Interim Executive Director of the Successor Agency to the Redevelopment Agency of the City of South San Francisco and authorizing a City Council ad hoc committee to negotiate the terms of employment during the appointment. WHEREAS, City Manager Mike Futrell has provided notice to the City Council of his intent to resign from the position of City Manager effective at the end of the day on January 8, 2023, and that his last day actively serving in the position will be December 24, 2022; and WHEREAS, the City Council desires to appoint an Interim City Manager while it recruits for a new permanent City Manager and until a new permanent City Manager starts work with the City. The Interim City Manager will also serve as Interim Executive Director of the Successor Agency to the Redevelopment Agency of the City of South San Francisco (“Successor Agency”); and WHEREAS, Assistant City Manager Sharon Ranals possesses the necessary experience, qualifications, skills, and characteristics to serve in the capacity of Interim City Manager and Interim Executive Director of the Successor Agency; and WHEREAS, the City Council desires to appoint Sharon Ranals to the position of Interim City Manager and Interim Executive Director of the Successor Agency; and WHEREAS, the approved wage and salary schedule for the City does not include the position of Interim City Manager, and it is recommended that the City Council authorize an ad hoc committee of Councilmember Nicolas and Councilmember Flores to negotiate with Sharon Ranals regarding the terms of employment for the period that she serves as Interim City Manager and Interim Executive Director of the Successor Agency. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco as follows: 1.Effective as of the end of the day on January 8, 2023, Sharon Ranals is appointed to the position of Interim City Manager and Interim Executive Director of the Successor Agency, with all powers, duties, rights, and privileges thereto, pursuant to the terms of the South San Francisco Municipal Code and any applicable City Council ordinances and resolutions and City policies, and shall assume any other positions to which the City Manager has been appointed by the City Council. Sharon Ranals shall serve as Acting City Manager and Acting Executive Director of the Successor Agency from the end of the day on December 24, 2022, until the appointment as Interim City Manager and Interim Executive Director of the Successor Agency becomes effective. The appointment as Interim City Manager and Interim Executive Director of the Successor Agency shall continue until ended by the City Council or an appointee assumes the position of City Manager. 2.An ad hoc committee of Councilmember Nicolas and Councilmember Flores is authorized to City of South San Francisco Printed on 12/9/2022Page 1 of 2 powered by Legistar™574 File #:22-1062 Agenda Date:12/14/2022 Version:1 Item #:26a. negotiate with Sharon Ranals regarding the terms of employment for the period that she serves as Interim City Manager and Interim Executive Director of the Successor Agency. 3.Upon an appointee assuming the position of City Manager, Sharon Ranals shall be reinstated to the position of Assistant City Manager. 4.This Resolution shall be effective immediately upon adoption. 5248572.2 City of South San Francisco Printed on 12/9/2022Page 2 of 2 powered by Legistar™575 ID Start time Completion time Email Name / Nombre Would you like to speak during Public Comment on a matter NOT on the agenda? Desea hablar de un tema que no esta en la agenda de el concilio? If you would like to speak on an agenda item(s), Enter the Agenda Item Number(s) below. If adding more than one item, please add a comma between each number. Por favor ingrese el número de artíc... 1 12/14/22 10:13:49 12/14/22 17:55:14 anonymous Meris Ota Yes / Si Not applicable