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07.24.2024@630 Regular CC
Wednesday, July 24, 2024 6:30 PM City of South San Francisco P.O. Box 711 South San Francisco, CA Library Parks & Recreation Building, Council Chambers 901 Civic Campus Way, South San Francisco, CA City Council JAMES COLEMAN, Mayor (District 4) EDDIE FLORES, Vice Mayor (District 5) MARK ADDIEGO, Councilmember (District 1) MARK NAGALES, Councilmember (District 2) BUENAFLOR NICOLAS, Councilmember (District 3) ROSA GOVEA ACOSTA, City Clerk FRANK RISSO, City Treasurer SHARON RANALS, City Manager SKY WOODRUFF, City Attorney Regular Meeting Agenda 1 July 24, 2024City Council Regular Meeting Agenda How to observe the Meeting (no public comment, including via Zoom): 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 3) https://www.youtube.com/@CityofSouthSanFrancisco/streams 4) Zoom meeting (streaming only): https://ssf-net.zoom.us/j/88636346631 Webinar ID: 886 3634 6631 Join by Telephone: +1 669 900 6833 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 4:30 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: COMMENTS ARE LIMITED TO THREE (3) MINUTES PER SPEAKER During a meeting, comments can only be made in person: Complete a Digital Speaker Card located at the entrance to the Council Chambers. 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. 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. Page 2 City of South San Francisco Printed on 7/25/2024 2 July 24, 2024City Council Regular Meeting Agenda CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE AGENDA REVIEW ANNOUNCEMENTS FROM STAFF PRESENTATIONS Proclamation honoring Fire Chief Jess Magallanes on his retirement. (James Coleman, Mayor) 1. Certificate honoring Jackie Belli for Best of Show quilt at the 2024 San Mateo County Fair. (James Coleman, Mayor) 2. Proclamation celebrating Samoan Heritage Week, July 28 through August 3, 2024. (James Coleman, Mayor) 3. Proclamation honoring July as Disability Pride Month. (James Coleman, Mayor)4. Presentation on the status and benefits of the 2023/2024 Street Surface Seal project. (Angel Torres, Senior Civil Engineer) 5. COUNCIL COMMENTS/REQUESTS PUBLIC COMMENTS Under the Public Comment section of the agenda, members of the public may speak on any item not listed on the Agenda and on items listed under the Consent Calendar. Individuals may not share or offer time to another speaker. Pursuant to provisions of the Brown Act, no action may be taken on a matter unless it is listed on the agenda, or unless certain emergency or special circumstances exist. The City Council may direct staff to investigate and/or schedule certain matters for consideration at a future Council meeting . Written comments on agenda items received prior to 4:30 p.m. on the day of the meeting will be included as part of the meeting record but will not be read aloud. If there appears to be a large number of speakers, the Mayor may reduce speaking time to limit the total amount of time for public comments (Gov. Code sec. 54954.3(b)(1).). Speakers that are not in compliance with the City Council's rules of decorum will be muted. Page 3 City of South San Francisco Printed on 7/25/2024 3 July 24, 2024City Council Regular Meeting Agenda CONSENT CALENDAR Matters under the Consent Calendar are considered to be routine and noncontroversial. These items will be enacted by one motion and without discussion. If, however, any Council member (s) wishes to comment on an item, they may do so before action is taken on the Consent Calendar. Following comments, if a Council member wishes to discuss an item, it will be removed from the Consent Calendar and taken up in order after adoption of the Consent Calendar. Motion to approve the Minutes for June 26, 2024. (Rosa Govea Acosta, City Clerk)6. Motion to accept the construction improvements of the HSIP Curb Ramp Improvements Project (tr2202) as complete in accordance with plans and specifications (Total Construction Cost $696,574.53). (Audriana Hossfeld, Senior Civil Engineer) 7. Report regarding a resolution authorizing the City Manager to execute a Consulting Services Agreement with Aliquot Associates, Inc. of Walnut Creek, California for $301,148, and authorizing a total design budget of $346,320 for the Complete Streets Improvements Project (Project No. st2401). (Audriana Hossfeld, Senior Civil Engineer) 8. Resolution authorizing the City Manager to execute a Consulting Services Agreement with Aliquot Associates, Inc. of Walnut Creek, California for $301,148.00, and authorizing a total design budget of $346,320.00 for the Complete Streets Improvements Project (Project No. st2401). 8a. Report regarding a resolution authorizing the acceptance of a $5,000 donation from Amgen, a $2,500 donation from Kaiser Permanente, and a $1,000 donation from Peninsula Clean Energy for the South City Pride celebration on June 1, 2024, amending the City Manager’s Office’s Fiscal Year 2023-24 Operating Budget and approving Budget Amendment Number 24.056. (Devin Stenhouse, DEI Officer) 9. Resolution authorizing the acceptance of a $5,000 donation from Amgen, a $2,500 donation from Kaiser Permanente, and a $1,000 donation from Peninsula Clean Energy for South City Pride celebration on June 1, 2024, amending the City Manager’s Office’s Fiscal Year 2023-24 Operating Budget and approving Budget Amendment Number 24.056 9a. Report regarding a resolution accepting $60,000 from the Department of Alcoholic Beverage Control (ABC) in grant funding made available through the Alcohol Policing Partnership (APP) administered by the ABC, to be used for personnel overtime, equipment, travel, and training expenses and amend the Police Department’s Operating Budget for Fiscal Year 2024-25 by approving Budget Amendment Number 25.008. (Scott Campbell, Chief of Police) 10. Page 4 City of South San Francisco Printed on 7/25/2024 4 July 24, 2024City Council Regular Meeting Agenda Resolution accepting $60,000 from the Department of Alcoholic Beverage Control (ABC) in grant funding made available through the Alcohol Policing Partnership (APP) administered by the ABC, to be used for personnel overtime, equipment, travel, and training expenses and amend the Police Department’s Operating Budget for Fiscal Year 2024-25 by approving Budget Amendment Number 25.008. 10a. Report regarding a resolution accepting $4,474.09 from the South San Francisco Friends of the Library to support Library programs and services, amending the Library Department’s Fiscal Year 2024-25 Operating Budget and approving Budget Amendment Number 25.009. (Valerie Sommer, Library Director) 11. Resolution accepting $4,474.09 from the South San Francisco Friends of the Library to support Library programs and services, amending the Library Department’s Fiscal Year 2024-25 Operating Budget, and approving Budget Amendment Number 25.009. 11a. Report regarding a resolution authorizing the acceptance of $47,603 from the California State Library to support the Gene Mullin Community Learning Center’s federal Library Services Technology Act Teens Succeed project, amending the Library Department’s Fiscal Year 2024 -25 Operating Budget, and approving Budget Amendment Number 25.007. (Valerie Sommer, Library Director) 12. Resolution authorizing the acceptance of $47,603 from the California State Library to support the Gene Mullin Community Learning Center’s federal Library Services Technology Act Teens Succeed project, amending the Library Department’s Fiscal Year 2024-25 Operating Budget, and approving Budget Amendment Number 25.007. 12a. Report regarding a resolution approving a First Amendment to the Lease Agreement for use of the Economic Advancement Center located at 366 Grand Avenue in South San Francisco. (Ernesto Lucero, Economic Development Manager). 13. Resolution authorizing the City Manager to execute a First Amendment to the lease agreement for use of the Economic Advancement Center located at 366 Grand Avenue in South San Francisco. 13a. Report regarding a resolution of the City Council of the City of South San Francisco authorizing the acceptance of an Infill Infrastructure Grant Program of 2019 Program Award in an amount not to exceed $28,817,500 for the SSF PUC Housing Project. (Nell Selander, Economic & Community Development Director) 14. Resolution of the City Council of the City of South San Francisco authorizing the acceptance of an Infill Infrastructure Grant Program of 2019 Program Award in an amount not to exceed $28,817,500 for the SSF PUC Housing Project. 14a. Page 5 City of South San Francisco Printed on 7/25/2024 5 July 24, 2024City Council Regular Meeting Agenda Report regarding two resolutions approving amendments to the Consulting Services Agreements with Michael Baker International for administrative support for the City’s for-sale below market rate housing program and Community Development Block Grant program. (Elia Moreno, Housing Management Analyst 1 and Alvina Condon, Housing Management Analyst II) 15. Resolution approving a Third Amendment to the Consulting Services Agreement with Michael Baker International, Inc. to extend the agreement for administrative support for the City of South San Francisco’s Affordable Housing Program through December 31, 2025 and to increase the amount by $49,000 for a total amount not to exceed $199,000. 15a. Resolution approving a Second Amendment to the Consulting Services Agreement with Michael Baker International, Inc. to extend the agreement for administrative support for the City of South San Francisco’s Community Development Block Grant (CDBG) program to December 31, 2025 and increase the amount by $40,000 for a total not to exceed amount of $180,000. 15b. ADMINISTRATIVE BUSINESS Consideration of Placing a Measure on the November 5, 2024, General Municipal Election Ballot updating the Business License Tax. (Karen Chang, Finance Director and Greg Henry, Financial Services Manager) 16. Resolution calling for municipal election on a measure to modernize the City of South San Francisco’s business license tax provisions and requesting: (1) that the Board of Supervisors of San Mateo County consolidate the municipal election with the regular election to be held on November 5, 2024; and (2) that the County Registrar perform certain election services in connection with such election including conducting the November 5, 2024 election for the City of South San Francisco; and (3) authorizing the City Clerk to enter into an agreement for the provision of election services and reimburse the County for election service costs. 16a. Report regarding consideration of an updated Memorandum of Understanding, Version 16 between the City of South San Francisco and the South San Francisco Unified School District and adoption of a resolution authorizing the City Manager to execute the agreement and to receive an annual report on the status of the Memorandum of Understanding, Version 16. (Scott Campbell, Chief of Police) 17. Resolution authorizing the City Manager to execute an updated Memorandum of Understanding (MOU), Version 16 between the City of South San Francisco and the South San Francisco Unified School District. 17a. Page 6 City of South San Francisco Printed on 7/25/2024 6 July 24, 2024City Council Regular Meeting Agenda Report regarding introduction of an ordinance adding Chapter 10.78 to the South San Francisco Municipal Code regulating signs on motor vehicles parked, left standing, or operated on city streets or public lands. (Sky Woodruff, City Attorney, and Ali Wolf, Assistant City Attorney) 18. Ordinance adding Chapter 10.78 to the South San Francisco Municipal Code regulating signs on motor vehicles parked, left standing, or operated on city streets or public lands. 18a. Report regarding introduction of an ordinance adding Chapter 10.80 to the South San Francisco Municipal Code prohibiting any person in control of a multi-unit building from preventing a candidate or representative from lawfully campaigning door-to-door. (Sky Woodruff, City Attorney and Ali Wolf, Assistant City Attorney) 19. Ordinance adding Chapter 10.80 of the South San Francisco Municipal Code prohibiting any person in control of a multi-unit building from preventing a candidate or representative from lawfully campaigning door-to-door. 19a. ITEMS FROM COUNCIL – COMMITTEE REPORTS AND ANNOUNCEMENTS Council discussion about City Selection Committee appointment on Friday, July 26, 20224, for San Mateo County Transportation Authority (SMCTA) vacant seat and alternate to the City Selection Committee. (James Coleman, Mayor) 20. City Council to confirm by motion the appointment of Councilmember Mark Addiego to the Colma Creek Citizens Advisory Committee for a term to expire March 31, 2026. (Sharon Ranals, City Manager) 21. CLOSED SESSION Conference with real property negotiators Gov. Code § 54956.8 Property: 71 Camaritas Avenue Agency negotiator: Nell Selander, Economic and Community Development Director; Ernesto Lucero, Economic Development Manager; Katie Donner, Management Analyst; Sky Woodruff, City Attorney Negotiating Parties: Ludy & Manny Noguera, The Corner Pocket Under negotiation: Lease terms and price 22. Page 7 City of South San Francisco Printed on 7/25/2024 7 July 24, 2024City Council Regular Meeting Agenda Conference with Real Property Negotiators (Pursuant to Government Code Section 54956.8) Properties: Parcels on Sign Hill, South San Francisco (APNs 012-351-020, 012-351-030, 012-024-060, 012-024-070, 012-024-080, 012-024-090, 012-024-100, 012-024-110, and 012-024-120) Agency Negotiators: Nell Selander, Economic & Community Development Director; Greg Mediati, Parks and Recreation Director; and Sky Woodruff, City Attorney Negotiating parties: Syme Venture Partners LP Under negotiation: Price and terms 23. Conference with Real Property Negotiators (Pursuant to Government Code Section 54956.8) Property: 400 Miller Avenue (APN 012-303-110) City Negotiators: Nell Selander, Economic and Community Development Director, and Sky Woodruff, City Attorney Negotiating Party: Nisar M Shaikh Trust Under Negotiations: Price and terms 24. Conference with Legal Counsel - Anticipated Litigation Initiation of litigation pursuant to Government Code Section 54956.9(d)(4) Number of Potential Cases: One potential case 25. ADJOURNMENT Page 8 City of South San Francisco Printed on 7/25/2024 8 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-748 Agenda Date:7/24/2024 Version:1 Item #:1. Proclamation honoring Fire Chief Jess Magallanes on his retirement.(James Coleman, Mayor) City of South San Francisco Printed on 7/19/2024Page 1 of 1 powered by Legistar™9 Dated: August 1, 2024 IN RECOGNITION OF FIRE CHIEF JESS MAGALLANES ON HIS RETIREMENT FROM THE SOUTH SAN FRANCISCO FIRE DEPARTMENT August 1, 2024 WHEREAS, Jess Magallanes was sworn in as a firefighter for the South San Francisco Fire Department on October 11, 1996; and WHEREAS, as his career began as a firefighter with the South San Francisco Fire Department, his continued engagement led to his promotion to Fire Captain in 2001, promoted to Training Battalion Chief in 2008, assigned as an Operational Battalion Chief in 2010, promoted to Deputy Fire Chief in 2016, and subsequently promoted to Fire Chief in 2018; and WHEREAS, Jess is the former President of the San Mateo County Fire Chiefs Association where he served for two terms leading the San Mateo County Fire Service and its response to the COVID 19 Pandemic and new dispatching system; and WHEREAS, Jess served as a Rescue Specialist on FEMA Urban Search and Rescue Task Force 3 for more than a decade, responding to large-sale national disasters including the rescue and recovery efforts resulting from a domestic terror attack on the World Trade Center and for the rescue and recovery efforts resulting from the devastating impacts of Hurricane Katrina on the City of New Orleans and its surrounding parishes; and WHEREAS, Jess was an integral supporter of numerous department initiatives designed to enhance operational response through expansion of service to address emerging threats and better equip the department to carry out its mission, these efforts include the establishment of a Water Rescue Program, Wildland Type VI Engine Program, and Urban Search and Rescue Program; and WHEREAS, under Jess’s leadership, the Fire Department was able to successfully respond to and manage the impacts of a global pandemic in South San Francisco while simultaneously supporting efforts to mitigate the most devastating wildfire seasons in California’s History; and WHEREAS, Jess has always prioritized the health and safety of the community and worked tirelessly to ensure the city’s residents, workers, and visitors were kept safe from the dangers of fires, hazardous materials, natural and human caused disasters. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of South San Francisco does hereby congratulate Chief Jess Magallanes on his retirement and his contributions to the department, city, and county will always be remembered. _______________________________ James Coleman, Mayor ________________________________ Eddie Flores, Vice Mayor ________________________________ Mark Addiego, Councilmember ________________________________ Mark Nagales, Councilmember ________________________________ Buenaflor Nicolas, Councilmember 10 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-674 Agenda Date:7/24/2024 Version:1 Item #:2. Certificate honoring Jackie Belli for Best of Show quilt at the 2024 San Mateo County Fair.(James Coleman, Mayor) City of South San Francisco Printed on 7/19/2024Page 1 of 1 powered by Legistar™11 CITY OF SOUTH SAN FRANCISCO Certificate of Recognition JACKIE BELLI The City Council of South San Francisco does hereby congratulate you on your award-winning quilt in the 2024 San Mateo County Fair. You are an inspiration our community! Presented on this 24th day of July 2024 by the City Council of South San Francisco. James Coleman, Mayor District 4 Eddie Flores, Vice Mayor District 5 Mark Addiego, Councilmember District 1 Buenaflor Nicolas, Councilmember District 3 Mark Nagales, Councilmember District 2 12 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-564 Agenda Date:7/24/2024 Version:1 Item #:3. Proclamation celebrating Samoan Heritage Week, July 28 through August 3, 2024.(James Coleman, Mayor) City of South San Francisco Printed on 7/19/2024Page 1 of 1 powered by Legistar™13 Dated: July 24, 2024 RECOGNITION OF SAMOAN HERITAGE WEEK JULY 28 – AUGUST 3, 2024 WHEREAS, the Samoan community has greatly contributed to the City of South San Francisco and many have found a sense of belonging with our community; and WHEREAS, Samoans are active in every facet of life including education, sports, health care, spirituality, economic development, public works, construction, maintenance, politics, and national security; and WHEREAS, Samoan Heritage Week is a time to speak out, share stories and celebrate the Samoan traditions, which have deep roots in South San Francisco; and WHEREAS, time and again throughout our Nation’s history, Samoans have demonstrated their dedication to ideals upon with the United States is founded. In times of war and in times of peace, they have faithfully defended the principles of freedom in uniform; and WHEREAS, by recognizing the contributions and accomplishments of Samoan people, we celebrate the importance of inclusion to building a brighter future; and WHEREAS, knowledge of heritage holds significant importance as it serves to honor, educate, and rejoice in the customs and traditions that have been passed from generation to generation, ensuring they are preserved and cherished for each’s benefit. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of South San Francisco recognizes July 28, 2024 – August 3, 2024, as Samoan Heritage Week in South San Francisco and encourages the community to join us at City Hall on July 30 as we raise the flags of Samoa. The flags will fly from the mayor’s balcony for the duration of the week. _________________________________ James Coleman, Mayor _________________________________ Eddie Flores, Vice Mayor _________________________________ Mark Addiego, Councilmember _________________________________ Mark Nagales, Councilmember _________________________________ Buenaflor Nicolas, Councilmember 14 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-689 Agenda Date:7/24/2024 Version:1 Item #:4. Proclamation honoring July as Disability Pride Month.(James Coleman, Mayor) City of South San Francisco Printed on 7/19/2024Page 1 of 1 powered by Legistar™15 Dated: July 24, 2024 DISABILITY PRIDE MONTH JULY 2024 WHEREAS, on July 26, 1990, President George H.W. Bush signed the Americans with Disabilities Act into law, which protects any individual with disabilities against discrimination as well as gives those with disabilities the same opportunities as everyone else; and WHEREAS, later that year, the first Disability Pride Day was held in Boston, Massachusetts; and WHEREAS, 1 in 4 adults in the United States currently live with some type of disability; and WHEREAS, Disability Pride is about recognizing and celebrating the identities of those who have disabilities and all that people with disabilities contribute to our community; and WHEREAS, Disability Pride Month remembers the struggles that people with disabilities have faced in the past and their perseverance while fighting for the rights that people with disabilities enjoy today; and WHEREAS, issues such as lack of accessibility and inclusivity are still prevalent issues all around the world; and WHEREAS, this month, let us not only continue to celebrate those who fought for disability rights and the individuals in our community who have disabilities but also use our voices to help bring more awareness about the struggles people with disabilities may still face and the importance of accessibility for all. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco commemorates Disability Pride Month and pledges to continue to expand the accessibility and inclusivity within South San Francisco while also encouraging all members of our community to celebrate, honor and embrace those with disabilities. ________________________________ James Coleman, Mayor ________________________________ Eddie Flores, Vice Mayor ________________________________ Mark Addiego, Councilmember ________________________________ Mark Nagales, Councilmember ________________________________ Buenaflor Nicolas, Councilmember 16 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-745 Agenda Date:7/24/2024 Version:1 Item #:5. Presentation on the status and benefits of the 2023/2024 Street Surface Seal project.(Angel Torres, Senior Civil Engineer) City of South San Francisco Printed on 7/19/2024Page 1 of 1 powered by Legistar™17 2023 Street Surface Seal Update 1 SURFACE SEAL TYPICALLY TAKES 4 TO 6 HOURS TO SET/HARDEN SURFACE SEAL NEEDS SUNLIGHT TO HELP IT SET 18 BENEFITS OF SURFACE SEAL 2 COST-EFFECTIVE WEARING SURFACE THAT: •PROTECTION – BARRIER AGAINST WATER, OIL, AND UV RAYS THAT CAN DAMAGE THE ROAD WAY •LIFESPAN – EXTENDS THE ROAD’S USAGE •APPEARANCE – REFRESHES AND BEAUTIFIES THE ROAD •SAFETY – INCREASES FRICTION, LOWERING RISK OF ACCIDENTS 19 DOWNTOWN PARKING LOT RESURFACING 3 20 Thank you! 4 21 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-728 Agenda Date:7/24/2024 Version:1 Item #:6. Motion to approve the Minutes for June 26, 2024. (Rosa Govea Acosta, City Clerk) City of South San Francisco Printed on 7/25/2024Page 1 of 1 powered by Legistar™22 CALL TO ORDER Mayor Coleman called the meeting to order at 6:30 p.m. ROLL CALL Councilmember Addiego, present Councilmember Nagales, present Councilmember Nicolas, present Vice Mayor Flores, present Mayor Coleman, present PLEDGE OF ALLEGIANCE City Manager Ranals led the pledge. AGENDA REVIEW The Mayor requested Administrative Business Item No. 19 and No. 20 be heard after the Consent Calendar. ANNOUNCEMENTS FROM STAFF • Assistant City Manager Lee shared Councilmember Nagales will host a community Town Hall meeting in District 2 on June 27, 2024, 7:00-8:30 p.m. at Alice Bulos Community Center. He also shared City offices will be closed in observance of the 4th of July Holiday. PRESENTATIONS 1. Celebrating July as National Parks and Recreation Month. (James Coleman, Mayor) Mayor Coleman presented a proclamation to Parks and Recreation Commission Chair Ruth DeNardi. Chair DeNardi thanked the Council for their recognition and invited all to participate in free classes being offered to the community in recognition of July as National Parks and Recreation Month. 2. Proclamation recognizing National Mosquito Control Awareness Week June 16-22, 2024. (James Coleman, Mayor) MINUTES REGULAR MEETING CITY COUNCIL CITY OF SOUTH SAN FRANCISCO WEDNESDAY, JUNE 26, 2024 6:30 p.m. Library Parks and Recreation Building Council Chambers 901 Civic Campus Way, South San Francisco, CA 23 REGULAR CITY COUNCIL MEETING JUNE 26, 2024 MINUTES PAGE 2 Vice Mayor Flores read the proclamation into the record and presented it Trustee Michael Yoshida and District Manager Brian Weber. District Manager Weber provided a presentation and thanked the Council for their recognition. 3. Certificate Recognizing Stephen Firpo for his service to the Parks and Recreation Commission. (James Coleman, Mayor) Councilmember Nicolas presented the certificate to former Commissioner Stephen Firpo and highlighted his contribution to the City. Stephen Firpo thanked the Council and recognized the Parks and Recreation staff for their service. COUNCIL COMMENTS/REQUESTS Councilmember Nicolas apprised the Council and the community of the events she attended. She recognized the Fire Department for their response to controlling the fire on Sign Hill. She requested that the meeting be adjourned in memory of Maximo C. Ofrasio Jr., Jim Campbell, and Teresa Soto. Councilmember Nagales joined in requesting that the meeting be adjourned in memory of Teresa Soto. He apprised the Council and the community of the events and invited the community to attend the Town Hall meeting in District 2 on Thursday, June 27, 2024, at 7 p.m. at the Alice Bulos Center. Additionally, he shared the governor signed the budget for the return of vehicle license fee funds and thanked state legislatures and the Mayor for their leadership. Councilmember Addiego indicated that property lots need to be addressed in preparation for the 4th of July Holiday. He also suggested that the City and Youth Commission explore ways to contribute to the success of the Sister Cities Program as next year we will be hosting students from Kishiwada. He also requested that the meeting be adjourned in memory of Patricia Meek. Vice Mayor Flores thanked the community members who attended his community meeting. He acknowledged the San Mateo County Sheriff’s Office for hosting the Fireworks Buyback Event. He requested that Police Chief Campbell provide information regarding out Community Camera Assistance Program and thanked staff for their efforts. Police Chief Campbell also shared information regarding the Project Guardian Program. Mayor Coleman thanked City staff and state legislatures for the advocacy in vehicle license fees. He also announced and recognized the winner of the South San Francisco Sticker Contest, Mondrian Hsieh. He shared that stickers would be printed and made available to community. PUBLIC COMMENTS – NON-AGENDA ITEMS The following individuals addressed the City Council: • Karyl Matsumoto • Sam Chetcuti • Michael Harris • Cory David • Cynthia Marcopulos • Charlene Rouspil 24 REGULAR CITY COUNCIL MEETING JUNE 26, 2024 MINUTES PAGE 3 CONSENT CALENDAR The Assistant City Clerk duly read the Consent Calendar, after which the Council voted and engaged in discussion of specific items as follows. Item No. 5, Item No. 7, and Item No. 8 were pulled by Vice Mayor Flores and Councilmember Nagales for further discussion. 4. Motion to approve the Minutes for June 12, 2024. (Rosa Govea Acosta, City Clerk) 5. Motion to approve the re-appointment of advisory body members to the Cultural Arts Commission, Housing Authority Commission, Housing Authority Tenant Commission, and Library Board. (Rosa Govea Acosta, City Clerk) 6. Motion to accept the Local Agency Biennial Notice for 2024 pursuant to the California Political Reform Act as regulated by the Fair Political Practices Commission and issued by the City Clerk. (Rosa Govea Acosta, City Clerk) 7. Motion to accept the construction improvements of Orange Memorial Park Sports Field project (Project no. pk1402/pk2309) as complete in accordance with plans and specifications (total construction cost $11,471,850). (Philip Vitale, Deputy Director of Capital Projects) 8. Report regarding Resolution No. 99-20024 calling for a municipal election to elect two members of the City Council for Districts 2 and 4 to respective four-year terms, setting candidate statement requirements pursuant to section 13307 of the California Elections Code, requesting: (1) that the Board of Supervisors of San Mateo County consolidate the municipal election with the regular election to be held on November 5, 2024; and (2) that the County Registrar perform certain election services in connection with such election including conducting the November 5, 2024 election for the City of South San Francisco; and (3) authorizing the City Clerk to enter into an agreement for the provision of election services and reimburse the County for election service costs. (Rosa Govea Acosta, City Clerk and Sky Woodruff, City Attorney) 9. Report regarding Resolution No. 100-2024 authorizing the acceptance of $59,150 from the California State Library to support Project Read through the Adult Literacy Services program as projected in the Library Department’s Fiscal Year 2024-25 revenue estimate (Valerie Sommer, Library Director) 10. Report regarding Resolution No. 101-2024 authorizing the acceptance of $24,000 from the California State Library to support Project Read through the Family Literacy Services (FLS) program, amending the Library Department’s Fiscal Year 2024-25 Operating Budget and approving Budget Amendment Number 25.003. (Valerie Sommer, Library Director) 11. Report regarding Resolution No. 102-2024 authorizing the acceptance of $2,275 in grant funding for Fiscal Year 2024-25 from the Quality Improvement Grant from Quality Counts San Mateo County for the Big Lift Little Steps Preschool at the Community Learning Center, and amending the Parks and Recreation Department’s Fiscal Year 2024-25 Operating Budget pursuant to Budget Amendment Number 25.004. (Greg Mediati, Director of Parks and Recreation) 25 REGULAR CITY COUNCIL MEETING JUNE 26, 2024 MINUTES PAGE 4 12. Report regarding Resolution No. 103-2024 authorizing the City Manager to execute a First Amendment to the Shuttle Services Agreement with Parking Company of America, LLC for shuttle operations in an amount not to exceed $2,095,835, Resolution No. 104-2024 regarding a services agreement with the Town of Colma for shuttle operations in an amount not to exceed $30,000, and Resolution No. 105-2024 regarding a Measure K Grant Agreement with the County of San Mateo for a one-time grant of district-discretionary Measure K funds not to exceed $26,000 for start-up costs for a free shuttle line extension to include a stop at Veterans Village. (Marissa Garren, Management Analyst II) 13. Report regarding Resolution No. 104-2024 authorizing a three-year consulting services agreement with CentralSquare Inc, in the amount not to exceed $246,853 for software support and maintenance and authorize the City Manager to execute the agreement. (Tony Barrera, Director of Information Technology) 14. Report regarding Resolution No. 105-2024 approving the City of South San Francisco wage and salary schedule for fiscal year 2024-25 (Leah Lockhart, Director of Human Resources) 15. Report regarding Resolution No. 106-2024 authorizing a five-year agreement with The Swenson Group for the procurement and maintenance of copiers in the amount not to exceed, $457,520.26 and authorizing the City Manager to execute the agreement. (Tony Barrera, Director of Information Technology Department) 16. Report regarding Resolution No. 107-2024 authorizing the City Manager to execute Amendment No. 2 to a consulting services agreement with MuniServices, LLC by extending for an additional one-year period ending on June 30, 2025, for access to the Sales Tax Analytics & Reporting and Forecasting Services and Sales and Use Tax Audit Services. (Karen Chang, Director of Finance) Item No. 5: Vice Mayor Flores addressed concerns raised by members of the housing project regarding Housing Authority members and requested the incumbent for the Housing Authority and the incumbent for the Housing Authority Tenant Commission be interviewed for re-appointment. City Attorney Woodruff provided an update regarding the concerns raised and indicated that the Housing Authority counsel has been informed and will review Brown Act Training and Rules of Decorum with their members. Motion to approve re-appointment of advisory body members except for the Housing Authority Commissioner and Housing Authority Tenant Commissioner – Vice Mayor Flores /Second – Councilmember Addiego: To approve Consent Calendar Item No. 5 as amended, by roll call vote: AYES: Councilmember Addiego, Nagales, Vice Mayor Flores, and Mayor Coleman; NAYS: Councilmember Nicolas; ABSENT: None; ABSTAIN: None Item No. 7: Councilmember Nagales thanked Capital Projects Deputy Director Vitale, Parks and Recreation Director Mediati, and staff, for the improvements made to Orange Memorial Park. Item No. 8: Vice Mayor Flores requested clarification on policy about campaigning and campaign signs in city-owned facilities. City Attorney Woodruff provided an overview of the City’s sign ordinance and noted that the City Clerk will provide information to all candidates during the nomination period. He also indicated that the Council adopted an ordinance establishing Rules of 26 REGULAR CITY COUNCIL MEETING JUNE 26, 2024 MINUTES PAGE 5 Conduct for city property prohibiting campaign literature in City facilities. Staff will bring forward an ordinance to address vehicle campaign signs. Motion – Councilmember Nagales /Second – Vice Mayor Flores: To approve Consent Calendar Item No. 4, and Items No. 6-16, by roll call vote: AYES: Councilmember Addiego, Nagales, Nicolas, Vice Mayor Flores, and Mayor Coleman; NAYS: None; ABSENT: None; ABSTAIN: None ADMINISTRATIVE BUSINESS 19. Report regarding a Study Session on updating the Business License Tax structure. (Greg Henry, Financial Services Manager) Financial services Manager Henry presented an update on the Business License Tax structure. The Council engaged in questions and discussions with staff to include review of tax cap considerations and implementations pertaining to neighboring cities, feedback received from the community, and city comparisons. The Council provided feedback and direction to staff. Written Comments Submitted via eComments: • 1 eComment received 20. Report regarding facilitated community conversations about the future uses of decommissioned City facilities, specifically the Municipal Services Building and the West Orange Library (Nell Selander, Economic and Community Development Director, Greg Mediati, Parks and Recreation Director, Jacob Gilchrist, Director of Capital Projects, Jess Magallanes, Fire Chief, and Valerie Sommer, Director of Library Services) Economic and Community Development Director Selander provided the report and reviewed the history of the Municipal Services Building and West Orange Library. The following individual addressed the City Council: • Leslie Fong • Katherine Acosta • Mareth Vedder • Peggy Daras • Cynthia Marcopulos • Charlene Rouspil • Annie Lo • Bonnie Mogan The Council engaged in questions and discussions with staff regarding the ability to select a replacement site as indicated by the State Department of Housing and Community Development, the process pertaining to request for proposals, and scheduled timeline of events. The Council provided feedback and direction to staff and requested the contract be brought to the Council for approval at a future meeting. 27 REGULAR CITY COUNCIL MEETING JUNE 26, 2024 MINUTES PAGE 6 PUBLIC HEARING 17. Report regarding Resolution No. 108-2024 adopting the proposed amendments to the Master Fee Schedule for the Fiscal Year 2024-25 (Jason Wong, Deputy Finance Director) Public hearing opened: 9:35 p.m. Deputy Finance Director Wong presented the report. Councilmember Nagales inquired about accommodations for those unable to afford services. Parks and Recreation Director Mediati shared there are opportunities for scholarships and for staff to meet residents needs. The Counil suggested these accommodations be highlighted in multiple languages on program books. Public hearing closed: 9:50 p.m. Motion – Councilmember Nicolas /Second – Vice Mayor Flores: To approve Resolution No. 108- 2024 adopting the proposed amendments to the Master Fee Schedule for the Fiscal Year 2024-25, by roll call vote: AYES: Councilmember Addiego, Nagales, Nicolas, Vice Mayor Flores, and Mayor Coleman; NAYS: None; ABSENT: None; ABSTAIN: None; ADMINISTRATIVE BUSINESS 18. Report regarding Resolution No. 109-2024 approving the City’s Investment Policy for Fiscal Year 2024-25 (Frank Risso, City Treasurer and Karen Chang, Director of Finance) City Treasurer Risso presented the report. Motion – Councilmember Nicolas /Second – Councilmember Nagales: To approve Resolution No. 109-2024 approving the City’s Investment Policy for Fiscal Year 2024-25, by roll call vote: AYES: Councilmember Addiego, Nagales, Nicolas, and Vice Mayor Flores, and Mayor Coleman; NAYS: None; ABSENT: None; ABSTAIN: None; CLOSED SESSION Entered into Closed Session: 9:55 p.m. 21. Conference with Real Property Negotiators (Pursuant to Government Code Section 54956.8) Property: 701 Spruce Avenue (APN 012-131-040) City Negotiators: Tony Rozzi, Deputy Director of Economic and Community Development and Jon Goetz, Assistant City Attorney Negotiating Party: Tianyi (Sky) Zhang Under Negotiations: Price and terms 22. Conference with Real Property Negotiators (Pursuant to Government Code Section 54956.8) Property: 400 Miller Avenue (APN 012-303-110) City Negotiators: Nell Selander, Economic and Community Development Director, and Sky Woodruff, City Attorney Negotiating Party: Nisar M Shaikh Trust Under Negotiations: Price and terms Resumed from Closed Session: 10:48 p.m. 28 REGULAR CITY COUNCIL MEETING JUNE 26, 2024 MINUTES PAGE 7 ITEMS FROM COUNCIL – COMMITTEE REPORTS AND ANNOUNCEMENTS None. ADJOURNMENT Being no further business, Mayor Coleman adjourned the City Council meeting at 10:49 p.m. *** Adjourned in Memory of Maximo C. Ofrasio Jr., Jim Campbell, Teresa Soto, and Patricia Meek *** Submitted by: Approved by: Jazmine Miranda James Coleman Assistant City Clerk Mayor Approved by the City Council: / / NOTE: The Meeting Minutes represent actions taken during the meeting of the City Council. Complete Council members discussions of meeting items can be viewed in archived video recordings on the City’s website at https://www.ssf.net/government/city-council/video-streaming-city-and-council-meetings Public comments submitted via the eComment portal can be viewed in the City Clerk’s repository at https://ci-ssf- ca.granicusideas.com/meetings?scope=past 29 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-276 Agenda Date:7/24/2024 Version:1 Item #:7. Motion to accept the construction improvements of the HSIP Curb Ramp Improvements Project (tr2202)as complete in accordance with plans and specifications (Total Construction Cost $696,574.53).(Audriana Hossfeld, Senior Civil Engineer) RECOMMENDATION It is recommended that the City Council,by motion,accept the construction improvements of the Local Highway Safety Improvement Program Curb Ramp Improvements Project (tr2202)as complete in accordance with plans and specifications (total construction cost $696,574.53). BACKGROUND/DISCUSSION On December 13,2023,City Council awarded the Local Highway Safety Improvement Program (HSIP)Curb Ramp Improvements Project (tr2202) to RK Engineering of San Francisco, California. The HSIP -Curb Ramp Replacement Project installed ADA-compliant curb ramps at five (5)unsignalized intersections: ·Walnut Avenue and Lux Avenue ·Walnut Avenue and Park Way ·Olive Avenue and Pine Avenue ·Olive Avenue and Aspen Avenue ·Linden Avenue and 8th Lane The work completed consisted of replacing existing concrete curb ramps or corners with ADA-compliant curb ramps,replacing sections of existing fractured or settled curb and gutter,replacing sections of existing fractured sidewalk where necessary, and reinstalling traffic striping at five (5) locations. The Engineering Division inspected the work and found the project to be complete in accordance with the contract documents as of June 24,2024.This staff report includes the project location map and construction photos as Attachments 1 and 2, respectively. FISCAL IMPACT This project (tr2202)is included in the City of South San Francisco’s fiscal year (FY)2023-24 budget.There are sufficient funds in FY 2023-24 to cover the total construction contract costs. The total construction cost incurred for the project is summarized as follows: Projected Actual RK Engineering $676,580.00 $673,943.35 Construction Contingency $135,316.00 $22,631.18 Total Construction Budget $811,896.00 $696,574.53 City of South San Francisco Printed on 7/25/2024Page 1 of 2 powered by Legistar™30 File #:24-276 Agenda Date:7/24/2024 Version:1 Item #:7. Projected Actual RK Engineering $676,580.00 $673,943.35 Construction Contingency $135,316.00 $22,631.18 Total Construction Budget $811,896.00 $696,574.53 The total construction budget was approved by City Council on December 13,2023.While the total construction cost could have been up to $811,896.00,the actual construction cost was $696,574.53,which represents a 14% savings. The program includes the following funding sources: Funding Source Amount Used for tr2202 Construction HSIP Grant $249,000.00 Measure A $200,000.00 Gas Tax $175,000.00 San Mateo County Measure W $72,574.53 If there are remaining local funds available after the close of the project,they will be reallocated to other CIP projects. RELATIONSHIP TO STRATEGIC PLAN Approval of this action will contribute to the City’s Strategic Plan outcome of improved Quality of Life and Livability by both maintaining and improving accessible infrastructure. CONCLUSION Staff recommend 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 a one-year warranty bond. Attachments: 1.Vicinity Map 2.Pre- and Post-Construction Photos City of South San Francisco Printed on 7/25/2024Page 2 of 2 powered by Legistar™31 ATTACHMENT 1 – VICINITY MAP N LEGEND - WORK LOCATION - CURB RAMP REPAIR 32 HSIP Curb Ramp Improvements Project: Before and After Construction Photos ATTACHMENT 2 33 Lux Avenue and Walnut Avenue Intersection AfterBefore 34 Park Way and Walnut Avenue Intersection AfterBefore 35 Olive Avenue and Pine Avenue Intersection AfterBefore 36 Olive Avenue and Aspen Avenue Intersection AfterBefore 37 8th Lane and Linden Avenue Intersection AfterBefore 38 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-666 Agenda Date:7/24/2024 Version:1 Item #:8. Report regarding a resolution authorizing the City Manager to execute a Consulting Services Agreement with Aliquot Associates,Inc.of Walnut Creek,California for $301,148,and authorizing a total design budget of $346,320 for the Complete Streets Improvements Project (Project No.st2401).(Audriana Hossfeld,Senior Civil Engineer) RECOMMENDATION Staff recommends that City Council adopt a resolution authorizing the City Manager to execute a Consulting Services Agreement with Aliquot Associates,Inc.of Walnut Creek,California for $301,148, and authorizing a total design budget of $346,320 for the Complete Streets Improvements Project (Project No. st2401). BACKGROUND/DISCUSSION The Complete Streets Improvements Project (st2401)aims to implement improvements that have been identified through recommendations from the City’s Traffic Advisory Committee (TAC),Ponderosa Elementary Walk Audit Report, and City staff. Fifteen (15)site locations have been identified based on project type and urgency to create a cohesive project. While most proposed locations have a suggested scope of work,some will require further analysis and design suggestions from the consultant.Additional locations and related scope of work may be considered during the design process. The proposed scope and locations are: 1.Design crosswalk across Mission Road from Centennial Trail (TAC 2307-3) 2.Design to fix ponding issue at 708 Grand Avenue (Grand and Orange intersection) 3.Design raised crosswalk at Elm Court in front of the Siebecker Preschool (review condition and make recommendations for appropriate curb ramp and crosswalk design) 4.Design Sister Cities Boulevard and Hillside Boulevard intersection improvements to avoid crossing Hillside Boulevard centerline (conceptual design done by TJKM) (TAC 2308-8) 5.Design curb ramps and crosswalks along Hillside Boulevard at Randolph Avenue, Highland Avenue, Grove Avenue (review condition and make recommendations for appropriate curb ramp and crosswalk design) 6.Design replacement curb ramps, valley gutter, and add new curb ramp and raised crosswalk on Randolph Avenue at Madrone Avenue (review condition and make recommendations for appropriate curb ramp and crosswalk design) 7.Design curb ramps to Ponderosa Road and Lassen Street intersection (in front of Ponderosa Elementary, see Ponderosa Elementary Walk Audit Report) 8.Review existing curb ramps, crosswalk layout, and make recommendations to add improvements for school drop-off and pick-up at Avalon Drive and Constitution Way (see Ponderosa Elementary Walk Audit Report) City of South San Francisco Printed on 7/19/2024Page 1 of 3 powered by Legistar™39 File #:24-666 Agenda Date:7/24/2024 Version:1 Item #:8. 9.Design intersection improvements at Miller Avenue and Chestnut Avenue to address storm drain hazard, addition of curb ramp and concrete sidewalk along Chestnut Avenue from Miller Avenue to Treeside Court 10.Design curb ramps at Telford Avenue and Park Way (2 ramps) (TAC 2308-5) 11.Design curb ramp at Spruce Avenue and Park Way (1 ramp) 12.Design curb ramp at Spruce Avenue and Lux Avenue (1 ramp) 13.Design mid-block crosswalk in front of 740 Del Monte Avenue (TAC 2111-2) 14.Design curb ramps at Palm Avenue and Acacia Avenue (TAC 2305-A) 15.Design curb ramps at Laurel Avenue and 3rd Lane The proposed physical improvements strive to address identified existing safety,walkability,and drainage issues in South San Francisco.City staff seeks to bring on-board a qualified professional engineering consultant to support the City with services that include environmental and right-of-way clearance,design of all civil and traffic improvements, and design support during the bidding phase of the project. Authorize Consulting Services Agreement (CSA) with Aliquot Associates, Inc. The Project requires a consultant with the right qualifications,experience,and expertise in multiple disciplines. Staff issued a Request for Proposals (RFP)on the OpenGov,SSF E-Procurement website on May 2,2024.On May 29, 2024, the City received seven (7) proposals from qualified consultants: ·Aliquot Associates, Inc. ·BKF Engineers ·Kimley-Horn and Associates, Inc. ·Mark Thomas & Company ·NCE ·Sandis Civil Engineers, Surveyors and Planners ·Wilsey Ham The consultant proposal review panel consisted of members from the City’s Public Works Engineering Division. The proposal review panel analyzed each consultant’s proposal based on the following categories: ·Qualifications of the Proposer Firm ·Knowledge and Understanding of the Project ·Management Approach and Staffing Plan The consultant proposal review panel determined that Aliquot Associates,Inc.,and its team of subconsultants have presented the most responsive and experienced team for the City’s project. Per Public Contract Code (PCC §10344),selection of consultant team is not based on the lowest proposal fee, but on the firm’s expertise,experience,and references.Once Aliquot Associates,Inc.was selected as the top- rated firm, staff negotiated the proposed fee to be in line with all required services. FISCAL IMPACT Project No.st2401 has no impact on the fiscal year (FY)2024-25 budget.The Project is already funded through City of South San Francisco Printed on 7/19/2024Page 2 of 3 powered by Legistar™40 File #:24-666 Agenda Date:7/24/2024 Version:1 Item #:8. Project No.st2401 has no impact on the fiscal year (FY)2024-25 budget.The Project is already funded through the City of South San Francisco’s Capital Improvement Program.This program has a dedicated budget covering the proposed design budget and potential contingency costs.The funding for the design budget comes from Citywide Traffic Impact Fees. No compensation beyond the not to exceed amount will be authorized without a mutually agreed upon level of effort and corresponding contract amendment approved by the City Council.The estimated costs are shown below: Aliquot Associates, Inc. Fee $301,148.00 Design Contingency (15 %) $ 45,172.00 Total Estimated Design Phase Costs $346,320.00 RELATIONSHIP TO STRATEGIC PLAN Approval of this action will improve Quality of Life by increasing accessibility and safety of South San Francisco. CONCLUSION Staff recommends authorizing the City Manager to execute a Consulting Services Agreement with Aliquot Associates,Inc.of Walnut Creek,California for an initial authorized not to exceed amount of $301,148.00 and authorizing a total design budget of $346,320.00 for the Complete Streets Improvements Project (Project No. st2401). Attachments: 1.Location Map City of South San Francisco Printed on 7/19/2024Page 3 of 3 powered by Legistar™41 42 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-667 Agenda Date:7/24/2024 Version:1 Item #:8a. Resolution authorizing the City Manager to execute a Consulting Services Agreement with Aliquot Associates, Inc.of Walnut Creek,California for $301,148.00,and authorizing a total design budget of $346,320.00 for the Complete Streets Improvements Project (Project No. st2401). WHEREAS,the Complete Streets Improvements Project (“Project”)aims to implement improvements that have been identified through recommendations from the City’s Traffic Advisory Committee (TAC),Ponderosa Elementary Walk Audit Report, and City Staff; and WHEREAS,fifteen (15)site locations have been identified based on project type and urgency to create a cohesive project; and WHEREAS,the Project requires expert consulting services for the engineering,design,construction,and related other services; and WHEREAS,staff issued a Request for Proposals (RFP)for engineering design services to complete PS&E bid package for the Complete Streets Improvements Project on May 2,2024,on the SSF E-Procurement,OpenGov website; and WHEREAS,final bid proposals in response to the RFP were received on the due date of May 29,2024 from seven (7)well-qualified,and multi-disciplinary professional consulting teams offering comprehensive services required for the Project; and WHEREAS,the selection of consulting services is not based on the lowest bidder,but on the firm’s qualifications, expertise, and experience; and WHEREAS,the proposal review panel has determined that Aliquot Associates,Inc.of Walnut Creek, California and its team of sub-consultants are qualified and have extensive relevant experience,including design of similar improvement projects,and have presented the most qualified and experienced team for the City’s project; and WHEREAS,the estimated project design budget includes:$301,148.00 -Consultant Fee;and $45,172.00 -City of South San Francisco Printed on 7/25/2024Page 1 of 2 powered by Legistar™43 File #:24-667 Agenda Date:7/24/2024 Version:1 Item #:8a. WHEREAS,the estimated project design budget includes:$301,148.00 -Consultant Fee;and $45,172.00 - Consultant Contingency (15%); and WHEREAS, the design phase of the project would be funded by Citywide Traffic Impact Fees funds. NOW,THEREFORE,BE IT RESOLVED,by the City Council of the City of South San Francisco that the City Council hereby authorizes the City Manager to execute the consulting services agreement in substantially the same form as Exhibit A,and any other related documents on behalf of the City upon timely execution by Aliquot Associates, Inc. of a signed contract and all other documents, subject to approval by the City Attorney. BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco authorizes the City Manager to take any other related actions consistent with the intention of this resolution,subject to approval as to form by the City Attorney. ***** City of South San Francisco Printed on 7/25/2024Page 2 of 2 powered by Legistar™44 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND ALIQUOT ASSOCIATES, INC. FOR DESIGN SERVICES ON THE COMPLETE STREETS IMPROVEMENT PROJECT (ST2401) Page 1 of 20 THIS AGREEMENT for consulting services is made by and between the City of South San Francisco (“City”) and Aliquot Associates, Inc. (“Consultant”) (together sometimes referred to as the “Parties”) as of XXX, 2024 (the “Effective Date”). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached hereto and incorporated herein as Exhibit A, 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 XXX, 2027. Consultant shall complete the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant warrants they shall perform all work required by this Agreement and as further described in Exhibit A in a manner consistent with the skill and care ordinarily provided by professionals in the same discipline practicing in the same or similar locality under the same or similar circumstances during the same period of time and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Sections 1.1 and 1.2 above and to satisfy Consultant’s obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Three Hundred and One Thousand One Hundred and Forty Eight Dollars, ($301,148.00) notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s Scope of Services proposal, attached as Exhibit A, or Consultant’s compensation schedule, attached as Exhibit B, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Consultant shall not bill City for duplicate services performed by more than one person. EXHIBIT A 45 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND ALIQUOT ASSOCIATES, INC. FOR DESIGN SERVICES ON THE COMPLETE STREETS IMPROVEMENT PROJECT (ST2401) Page 2 of 20 Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the Parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once per month during the term of this Agreement, based on the cost for all services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain all the following information: Serial identifications of progress bills (i.e., Progress Bill No. 1 for the first invoice, etc.); The beginning and ending dates of the billing period; A task summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; At City’s option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; The total number of hours of work performed under the Agreement by each employee, agent, and subcontractor of Consultant performing services hereunder; Consultant shall give separate notice to the City when the total number of hours worked by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds eight hundred (800) hours within a twelve (12)- month period under this Agreement and any other agreement between Consultant and City. Such notice shall include an estimate of the time necessary to complete the work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Consultant and City, if applicable. The amount and purpose of actual expenditures for which reimbursement is sought; The Consultant’s signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. Each invoice shall include all expenses and activities performed during the invoice period for which Consultant expects to receive payment. 2.3 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever 46 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND ALIQUOT ASSOCIATES, INC. FOR DESIGN SERVICES ON THE COMPLETE STREETS IMPROVEMENT PROJECT (ST2401) Page 3 of 20 incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.4 Hourly Fees. Fees for work performed by the Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto and incorporated herein as Exhibit B. 2.5 Reimbursable Expenses. The following constitute reimbursable expenses authorized by this Agreement 1) Aliquot Direct Expenses, Travel, Engagement Collateral Creation, Printing and Utility Potholing, 2) XX,. Reimbursable expenses shall not exceed XX Dollars ($XX). Expenses not listed above are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under Section 2 of this Agreement that shall not be exceeded. 2.6 Payment of Taxes; Tax Withholding. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. To be exempt from tax withholding, Consultant must provide City with a valid California Franchise Tax Board form 590 (“Form 590”), as may be amended and such Form 590 shall be attached hereto and incorporated herein as Exhibit (TBD). Unless Consultant provides City with a valid Form 590 or other valid, written evidence of an exemption or waiver from withholding, City may withhold California taxes from payments to Consultant as required by law. Consultant shall obtain, and maintain on file for three (3) years after the termination of this Agreement, Form 590s (or other written evidence of exemptions or waivers) from all subcontractors. Consultant accepts sole responsibility for withholding taxes from any non-California resident subcontractor and shall submit written documentation of compliance with Consultant’s withholding duty to City upon request. 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. The consultant shall maintain adequate logs and timesheets to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator for each individual Task as described in Exhibit A and outlined in Exhibit C (Schedule). 47 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND ALIQUOT ASSOCIATES, INC. FOR DESIGN SERVICES ON THE COMPLETE STREETS IMPROVEMENT PROJECT (ST2401) Page 4 of 20 2.9 False Claims Act. Presenting a false or fraudulent claim for payment, including a change order, is a violation of the California False Claims Act and may result in treble damages and a fine of five thousand ($5,000) to ten thousand dollars ($10,000) per violation. 2.10 Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes of laborers, workmen, or mechanics on the work contemplated by this Agreement, shall be not less than the prevailing rate for a day’s work in the same trade or occupation in the locality within the state where the work hereby contemplates to be performed as determined by the Director of Industrial Relations pursuant to the Director’s authority under Labor Code Section 1770, et seq. Each laborer, worker or mechanic employed by Consultant or by any subcontractor shall receive the wages herein provided for. The Consultant shall pay two hundred dollars ($200), or whatever amount may be set by Labor Code Section 1775, as may be amended, per day penalty for each worker paid less than prevailing rate of per diem wages. The difference between the prevailing rate of per diem wages and the wage paid to each worker shall be paid by the Consultant to each worker. An error on the part of an awarding body does not relieve the Consultant from responsibility for payment of the prevailing rate of per diem wages and penalties pursuant to Labor Code Sections 1770 1775. The City will not recognize any claim for additional compensation because of the payment by the Consultant for any wage rate in excess of the prevailing wage rate set forth. The possibility of wage increases is one of the elements to be considered by the Consultant. a. Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing wage rates is not attached hereto pursuant to Labor Code Section 1773.2, the Consultant shall post at appropriate conspicuous points at the site of the project a schedule showing all determined prevailing wage rates for the various classes of laborers and mechanics to be engaged in work on the project under this contract and all deductions, if any, required by law to be made from unpaid wages actually earned by the laborers and mechanics so engaged. b. Payroll Records. Each Consultant and subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the Consultant in connection with the public work. Such records shall be certified and submitted weekly as required by Labor Code Section 1776.” Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to the Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for the Consultant’s use while consulting with City employees and reviewing records 48 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND ALIQUOT ASSOCIATES, INC. FOR DESIGN SERVICES ON THE COMPLETE STREETS IMPROVEMENT PROJECT (ST2401) Page 5 of 20 and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s). Consultant shall maintain all required insurance listed herein for the duration of this Agreement. 4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by the Consultant. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than $1,000,000 per accident. In the alternative, Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator, as defined in Section 10.9. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from 49 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND ALIQUOT ASSOCIATES, INC. FOR DESIGN SERVICES ON THE COMPLETE STREETS IMPROVEMENT PROJECT (ST2401) Page 6 of 20 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 Insurance and Services Office form number GL 0404 covering Broad Form Comprehensive General Liability on an “occurrence” basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (most recent edition). 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. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. 4.3 Professional Liability Insurance. 4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals’ errors and omissions. Any deductible or self-insured retention shall not exceed ONE HUNDRED AND FIFTY THOUSAND DOLLARS ($150,000) per claim. 4.3.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of 50 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND ALIQUOT ASSOCIATES, INC. FOR DESIGN SERVICES ON THE COMPLETE STREETS IMPROVEMENT PROJECT (ST2401) Page 7 of 20 this Agreement, Consultant shall purchase an extended period coverage for a minimum of five (5) years after completion of work under this Agreement or the work. The City shall have the right to exercise, at the Consultant’s sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City for review prior to the commencement of any work under this Agreement. 4.3.3 Additional Requirements. A certified endorsement to include contractual liability shall be included in the policy. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with an insurance certificate including complete copies of endorsements attached to those policies that are referenced in this Agreement . All insurance certificates and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, this shall not waive the Consultant’s obligation to provide them. The City reserves the right to require complete copies of all required insurance policies should litigation occur. 4.4.3 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, Consultant shall provide written notice to City at Consultant’s earliest possible opportunity and in no case later than ten (10) working days after Consultant is notified of the change in coverage. 4.4.4 Additional insured; primary insurance. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the City’s general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant in the course of providing services pursuant to this Agreement. The coverage shall 51 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND ALIQUOT ASSOCIATES, INC. FOR DESIGN SERVICES ON THE COMPLETE STREETS IMPROVEMENT PROJECT (ST2401) Page 8 of 20 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. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. Further, if the Consultant’s insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self- insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self- insured retention required to be paid as a precondition to the insurer’s liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self-insured retention and also must disclose the deductible. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant… volunteers. The Contract Administrator may approve an increase in deductible or self-insured retention levels that is satisfactory in all respects to each of them. 4.4.6 Subcontractors. Consultant shall include all subcontractors as insured under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.7 Wasting Policy. No insurance policy required by Section 4 shall include a “wasting” policy limit. 4.4.8 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that the City’s interests are otherwise fully protected. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which 52 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND ALIQUOT ASSOCIATES, INC. FOR DESIGN SERVICES ON THE COMPLETE STREETS IMPROVEMENT PROJECT (ST2401) Page 9 of 20 are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. To the fullest extent permitted by law, Consultant shall, to the fullest extent allowed by law, with respect to all Services performed in connection with this Agreement, indemnify, defend, 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 (“Claims”), that arise out of or pertain to or relate to the recklessness, willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. 5.1 Insurance Not in Place of Indemnity. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. 5.2 PERS Liability. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. 53 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND ALIQUOT ASSOCIATES, INC. FOR DESIGN SERVICES ON THE COMPLETE STREETS IMPROVEMENT PROJECT (ST2401) Page 10 of 20 5.3 Third Party Claims. With respect to third party claims against the Consultant, the Consultant waives any and all rights of any type of express or implied indemnity against the Indemnitees. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all federal, state and local laws and regulations applicable to the performance of the work hereunder. Consultant’s failure to comply with such law(s) or regulation(s) shall constitute a breach of contract. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals, including from City, of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, 54 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND ALIQUOT ASSOCIATES, INC. FOR DESIGN SERVICES ON THE COMPLETE STREETS IMPROVEMENT PROJECT (ST2401) Page 11 of 20 permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement for cause upon thirty (30) days’ written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of notice of termination; City, however, may condition payment of such compensation upon Consultant delivering to City all materials described in Section 9.1. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require Consultant to execute a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties. 55 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND ALIQUOT ASSOCIATES, INC. FOR DESIGN SERVICES ON THE COMPLETE STREETS IMPROVEMENT PROJECT (ST2401) Page 12 of 20 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not assign or subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. Any use except for the specific purpose intended by this Agreement will be at the user's sole risk and without liability or legal exposure to Consultant. City and Consultant agree that, until final approval by City, 56 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND ALIQUOT ASSOCIATES, INC. FOR DESIGN SERVICES ON THE COMPLETE STREETS IMPROVEMENT PROJECT (ST2401) Page 13 of 20 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 except as required by law. 9.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds ten thousand ($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 Consultant and plainly marked as “Confidential,” "Business Secret" or “Trade Secret." The City shall not be liable or in any way responsible for the disclosure of any such proposal or portions thereof, if Consultant has not plainly marked it as a "Trade Secret" or "Business Secret," or if disclosure is required under the Public Records Act. Although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information that a prospective bidder submits is a trade secret. If a request is made for information marked "Trade Secret" or "Business Secret," and the requester takes legal action seeking release of the materials it believes does not constitute trade secret information, by submitting a proposal, Consultant agrees to indemnify, defend and hold harmless the City, its agents and employees, from any judgment, fines, penalties, and award of attorneys’ fees awarded against the City in favor of the party requesting the information, and any and all costs connected with that defense. This obligation to indemnify survives the City's award of the contract. Consultant agrees that this indemnification survives as long as the trade secret information is in the City's possession, which includes a minimum retention period for such documents. Section 10 MISCELLANEOUS PROVISIONS. 57 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND ALIQUOT ASSOCIATES, INC. FOR DESIGN SERVICES ON THE COMPLETE STREETS IMPROVEMENT PROJECT (ST2401) Page 14 of 20 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 of 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. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000, et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090, et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve (12) months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090, et seq., the entire Agreement is void and Consultant will not be 58 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND ALIQUOT ASSOCIATES, INC. FOR DESIGN SERVICES ON THE COMPLETE STREETS IMPROVEMENT PROJECT (ST2401) Page 15 of 20 entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Angel Torres, Senior Civil Engineer, DPW Engineering Division ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if personally delivered; (ii) when received if transmitted by telecopy, if received during normal business hours on a business day (or if not, the next business day after delivery) provided that such facsimile is legible and that at the time such facsimile is sent the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows: Consultant NOTICES Robert Wong President and Principal Engineer Aliquot Associates, Inc. 1390 S. Main St., Suite 310 Walnut Creek, CA 94596 City NOTICES INVOICES City Clerk DPW, Engineering Division City of South San Francisco City of South San Francisco City Hall, 400 Grand Avenue 315 Maple Avenue South San Francisco, CA 94080 South San Francisco, CA 94080 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. 59 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND ALIQUOT ASSOCIATES, INC. FOR DESIGN SERVICES ON THE COMPLETE STREETS IMPROVEMENT PROJECT (ST2401) Page 16 of 20 _________________________________________ Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A, B and C represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral pertaining to the matters herein. Exhibit A Scope of Services Exhibit B Compensation Schedule Exhibit C Design Services Schedule 10.13 Counterparts. This Agreement may be executed in counterparts and/or by facsimile or other electronic means, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterpart, shall constitute one Agreement, which shall be binding upon and effective as to all Parties. 10.14 Construction. The headings in this Agreement are for the purpose of reference only and shall not limit or otherwise affect any of the terms of this Agreement. The parties have had an equal opportunity to participate in the drafting of this Agreement; therefore any construction as against the drafting party shall not apply to this Agreement. 10.15 No Third Party Beneficiaries. This Agreement is made solely for the benefit of the Parties hereto with no intent to benefit any non-signatory third parties. [SIGNATURES ON FOLLOWING PAGE] 60 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND ALIQUOT ASSOCIATES, INC. FOR DESIGN SERVICES ON THE COMPLETE STREETS IMPROVEMENT PROJECT (ST2401) Page 17 of 20 The Parties have executed this Agreement as of the Effective Date. CITY OF SOUTH SAN FRANCISCO, CONSULTANT A MUNICIPAL CORPORATION BY: ____________________________ BY: ______________________________ Sharon Ranals, City Manager Robert Wong President and Principal Engineer Aliquot Associates, Inc. ATTEST: BY: ____________________________ Rosa Govea Acosta, City Clerk APPROVED AS TO FORM: BY: ____________________________ Sky Woodruff, City Attorney 61 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND ALIQUOT ASSOCIATES, INC. FOR DESIGN SERVICES ON THE COMPLETE STREETS IMPROVEMENT PROJECT (ST2401) Page 18 of 20 EXHIBIT A ALIQUOT ASSOCIATES, INC. PROPOSAL – SCOPE OF SERVICES 62 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND ALIQUOT ASSOCIATES, INC. FOR DESIGN SERVICES ON THE COMPLETE STREETS IMPROVEMENT PROJECT (ST2401) EXHIBIT B ALIQUOT ASSOCIATES, INC. COMPENSATION SCHEDULE 63 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND ALIQUOT ASSOCIATES, INC. FOR DESIGN SERVICES ON THE COMPLETE STREETS IMPROVEMENT PROJECT (ST2401) EXHIBIT C ALIQUOT ASSOCIATES, INC. SERVICES SCHEDULE 64 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-713 Agenda Date:7/24/2024 Version:1 Item #:9. Report regarding a resolution authorizing the acceptance of a $5,000 donation from Amgen,a $2,500 donation from Kaiser Permanente,and a $1,000 donation from Peninsula Clean Energy for the South City Pride celebration on June 1, 2024,amending the City Manager’s Office’s Fiscal Year 2023-24 Operating Budget and approving Budget Amendment Number 24.056.(Devin Stenhouse, DEI Officer) RECOMMENDATION It is recommended that the City Council adopt a resolution authorizing the acceptance of $5,000 from Amgen, $2,500 from Kaiser Permanente,and $1,000 from Peninsula Clean Energy to support the South City Pride celebration and amending the City Manager’s Office’s Fiscal Year 2023-24 Operating Budget and approving Budget Amendment Number 24.056. BACKGROUND/DISCUSSION In April 2024,staff from the City Manager’s Office began outreach to local businesses and select nonprofit organizations to receive donations that would help support the City’s first LGBTQIA+Pride Month celebration.Staff received confirmation of donations from Amgen,Kaiser Permanente,and Peninsula Clean Energy.Financial donations supported key aspects of the event,such as providing entertainment,food and beverages for employees and volunteers,t-shirts, decorations,etc.In exchange for sponsorship support,the City recognized each business during public acknowledgements during the event and included business and nonprofit logos in all marketing material including flyers,website,social media, etc. FISCAL IMPACT Funds will be used to support the City’s South City Pride celebration.Funds will strictly be applied for the South City Pride event and will not otherwise affect the fiscal year (FY) 2023-24 budget. RELATIONSHIP TO STRATEGIC PLAN Accepting this donation will support the City’s Strategic Plan under Priority #2:Quality of Life.This funding will support the City’s ability to celebrate residents and visitors of all different sexual orientations,genders,and lifestyles in hopes they will feel welcome and comfortable in South San Francisco. CONCLUSION Receipt of these funds will support the City’s pride celebration.It is recommended that the City Council accept up to a $5,000 donation from Amgen,a $2,500 donation from Kaiser Permanente,and a $1,000 donation from Peninsula Clean Energy and amend the City Manager’s Office’s FY 2023-24 Operating Budget and approve Budget Amendment Number 24.056. City of South San Francisco Printed on 7/19/2024Page 1 of 1 powered by Legistar™65 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-714 Agenda Date:7/24/2024 Version:1 Item #:9a. Resolution authorizing the acceptance of a $5,000 donation from Amgen,a $2,500 donation from Kaiser Permanente,and a $1,000 donation from Peninsula Clean Energy for South City Pride celebration on June 1,2024,amending the City Manager’s Office’s Fiscal Year 2023-24 Operating Budget and approving Budget Amendment Number 24.056 WHEREAS,the City of South San Francisco (“City”)celebrates and supports our LGBTQIA+community’s right to live their lives out loud - during Pride Month and every month; and WHEREAS,the City hosted its first LGBTQIA+Pride celebration (South City Pride)on June 1,2024,which featured live performances, a roller rink, and vendor booths; and WHEREAS,South City Pride affirmed the City’s commitment to support LGBTQIA+’s causes and host an event for all of the City’s residents and visitors to celebrate Pride Month; and WHEREAS,several local private and nonprofit businesses contacted the City regarding how they could financially support the City’s Pride event; and WHEREAS,Amgen,Kaiser Permanente,and Peninsula Clean Energy contributed a combined $8,500 to support the City’s LGBTQIA+ Pride event; and WHEREAS,staff recommends the acceptance of funding in the combined amount of $8,500 from Amgen,Kaiser Permanente, and Peninsula Clean Energy to support the City’s South City Pride event in FY 2023-24. NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco does hereby accept a total of $8,500 in funding from Amgen,Kaiser Permanente,and Peninsula Clean Energy to support City’s South City Pride event as projected in the City Manager’s Office’s FY 2023-24 revenue estimate. BE IT FURTHER RESOVLED that the City Council of the City of South San Francisco does hereby approve Budget Amendment Number 24.056. ***** City of South San Francisco Printed on 7/25/2024Page 1 of 1 powered by Legistar™66 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-625 Agenda Date:7/24/2024 Version:1 Item #:10. Report regarding a resolution accepting $60,000 from the Department of Alcoholic Beverage Control (ABC)in grant funding made available through the Alcohol Policing Partnership (APP)administered by the ABC,to be used for personnel overtime,equipment,travel,and training expenses and amend the Police Department’s Operating Budget for Fiscal Year 2024-25 by approving Budget Amendment Number 25.008.(Scott Campbell, Chief of Police) RECOMMENDATION It is recommended that the City Council adopt a resolution accepting an award of $60,000 in grant funding made available through the Alcohol Policing Partnership (APP)administered by the Department of Alcoholic Beverage Control (ABC),to be used for personnel overtime,equipment,travel,and training expenses and amend the Police Department’s Operating Budget for Fiscal Year 2024-25. BACKGROUND/DISCUSSION The Police Department applied for grant funding and was awarded $60,000 through the Alcohol Policing Partnership (APP), which is administered by the Department of Alcoholic Beverage Control (ABC). The goal of this grant is intended to work with law enforcement agencies to develop an effective,comprehensive,and strategic approach to eliminate crime and public nuisance problems associated with problem alcohol outlets. The funds will be utilized for implementation of ABC’s Minor Decoy,Shoulder Tap Programs,and conducting Informed Merchants Preventing Alcohol-Related Crime Tendencies (IMPACT)Inspections.These programs target both ABC licensed premises and individuals who furnish alcoholic beverages to the underage operators.The project is targeted to reduce underage drinking and the resultant DUI driving injuries and fatalities,and/or property damages,reduce youth access to alcoholic beverages through the education of licensee(s),enforcement intervention,and the impressions of omnipresence of law enforcement. The operating period on this grant is from July 1, 2024, through June 30, 2025. The Police Department was a previous recipient of similar ABC Grant Awards in 1999,2004,2006,and 2019.The Police Department experienced great success with these enforcement activities.Approval of this resolution will allow such activities to continue at minimal cost to the Police Department and the City of South San Francisco. $55,050 of the overall grant funds is to pay for overtime salaries and benefits for Police Officers to conduct the operations throughout the City for the following operations: ·Conduct at least four (4) Minor Decoy operations ·Conduct at least four (4) Shoulder Tap operations, including the Statewide Shoulder tap ·Conduct at least three (3) IMPACT operations ·Conduct at least three (3) Undercover operations ·Host or advertise at least one (1) LEAD training ·Provide at least four (4) press/social media releases on grant enforcement activities City of South San Francisco Printed on 7/19/2024Page 1 of 2 powered by Legistar™67 File #:24-625 Agenda Date:7/24/2024 Version:1 Item #:10. Additional funding in the grant pays for the following: ·$2,650 for travel and training expenses that support the goals and objectives of the grant ·$2,000 for equipment needed for the operations ·$300 for operating expenses to include buy money and decoys FISCAL IMPACT Update the FY 2024-25 budget per Budget Amendment Number 25.008 to reflect the acceptance of $60,000 in grant funding for the purpose of personnel overtime,equipment,travel,and training expenses.The funding source is Alcohol Policing Partnership, administered by the Department of Alcoholic Beverage Control. RELATIONSHIP TO STRATEGIC PLAN Acceptance of this meets the Strategic Goals #3:Public Safety by rendering skilled police,fire,and emergency service management. CONCLUSION Adoption of this resolution will allow the City to accept $60,000 from the Alcohol Policing Partnership,administered by the Department of Alcoholic Beverage Control and amend the Police Department’s Operating Budget for Fiscal Year 2024-25 by approving Budget Amendment Number 25.008. City of South San Francisco Printed on 7/19/2024Page 2 of 2 powered by Legistar™68 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-626 Agenda Date:7/24/2024 Version:1 Item #:10a. Resolution accepting $60,000 from the Department of Alcoholic Beverage Control (ABC)in grant funding made available through the Alcohol Policing Partnership (APP)administered by the ABC,to be used for personnel overtime, equipment,travel,and training expenses and amend the Police Department’s Operating Budget for Fiscal Year 2024-25 by approving Budget Amendment Number 25.008. WHEREAS,the Police Department applied for and was awarded grant funding in the amount of $60,000 through the Alcohol Policing Partnership (APP), which is administered by the Department of Alcoholic Beverage Control (ABC); and WHEREAS,the goal of this grant is for ABC to work with law enforcement agencies to develop an effective, comprehensive,and strategic approach to eliminate crime and public nuisance problems associated with problem alcohol outlets; and WHEREAS,the Police Department was a previous recipient of similar ABC Grant Awards in 1999,2004,2006,and 2019 and has experienced great success with these enforcement activities; and WHEREAS,approval of this resolution will allow such activities to continue at minimal cost to the Police Department and the City of South San Francisco; and WHEREAS, the grant funding would be used for personnel overtime, equipment, travel, and training expenses; and WHEREAS,the grant funding will be used to augment the operating budget of the Police Department for Fiscal Year 2024-25 via Budget Amendment Number 25.008. NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco hereby accepts the $60,000 in grant funding from the ABC made available through the APP administered by the ABC. BE IT FURTHER RESOLVED that the City Council does hereby approve Budget Amendment Number 25.008 to reflect an increase of $60,000 in the Fiscal Year 2024-25 Police Department Operating Budget. 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 7/25/2024Page 1 of 1 powered by Legistar™69 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-725 Agenda Date:7/24/2024 Version:1 Item #:11. Report regarding a resolution accepting $4,474.09 from the South San Francisco Friends of the Library to support Library programs and services,amending the Library Department’s Fiscal Year 2024-25 Operating Budget and approving Budget Amendment Number 25.009.(Valerie Sommer, Library Director) RECOMMENDATION Report regarding a resolution accepting $4,474.09 from the South San Francisco Friends of the Library to support Library programs and services,amending the Library Department’s Fiscal Year 2024-25 (FY 2024-25),and approving Budget Amendment Number 25.009. BACKGROUND/DISCUSSION The South San Francisco Friends of the Library (FOL)do most of their fundraising through book sales in the Main Library.In addition to a daily sale in the lobby,the FOL schedule at least one larger book sale each year.They direct funds to support special library programs,collections,supplies,and staff and volunteer appreciation.At their quarterly general membership meeting,the FOL typically approves funding requests from Library staff.At the FOL meeting of July 9, 2024, members in attendance approved $4,474.09 in funding for library programs and supplies. The $4,474.09 in FOL donations includes: ·$ 131.85 for a foldable workbench for STEM activities ·$ 153.82 for a Foosball Table for youth activities ·$ 250.00 for Adult Crafternoon activities (3-month supply) ·$ 438.42 for Cubelets Curiosity Set ·$ 500.00 for Children’s Storytimes craft supplies (3-month supply) ·$ 600.00 for Library Card Sign-up Month giveaways ·$ 800.00 for Adult Programming - Fall Events ·$ 800.00 for Children’s Programming - Fall Events ·$ 800.00 for Grand Library Programming - Fall Events FISCAL IMPACT Funds will be used to amend the Library Department’s current FY 2024-25 Operating Budget.Receipt of these funds does not commit the City to ongoing funding. RELATIONSHIP TO STRATEGIC PLAN Acceptance of this funding will contribute to the City’s Strategic Plan under Priority #2,Quality of Life and Priority #6 Community Connections by supporting community engagement and learning opportunities. CONCLUSION Acceptance of this resolution will support Library programs and services.It is recommended that the City Council accept $4,474.09 from the FOL,amend the Library Department’s FY 2024-25 Operating Budget,and approve Budget Amendment Number 25.009. City of South San Francisco Printed on 7/19/2024Page 1 of 1 powered by Legistar™70 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-726 Agenda Date:7/24/2024 Version:1 Item #:11a. Resolution accepting $4,474.09 from the South San Francisco Friends of the Library to support Library programs and services,amending the Library Department’s Fiscal Year 2024-25 Operating Budget,and approving Budget Amendment Number 25.009. WHEREAS,the South San Francisco Friends of the Library (FOL)advocates for and supports the diversity of library services, programs, and collections; and WHEREAS,the FOL is a 501(c)(3)nonprofit organization dedicated to supporting the South San Francisco Public Library; and WHEREAS,the FOL has donated $4,474.09 to the South San Francisco Public Library to be used to support library programs and supplies; and WHEREAS,staff recommends the acceptance of the donation in the amount of $4,474.09 from the FOL to support library programs and supplies; and WHEREAS,acceptance of this funding will contribute to the City’s Strategic Plan under Priority #2 Life,and Priority #6 Community Connections by supporting community engagement and learning opportunities; and WHEREAS,the donation funds will be used to amend Fiscal Year (FY)2024-25 Operating Budget of the Library Department via Budget Amendment Number 25.009. NOW,THEREFORE,BE IT RESOLVED,that the City Council of the City of South San Francisco does hereby accept $4,474.09 in donations from the FOL to support library programs and supplies. BE IT FURTHER RESOLVED,that the City Council approves Budget Amendment Number 25.009 to amend the Library Department’s FY 2024-25 Operating Budget. ***** City of South San Francisco Printed on 7/25/2024Page 1 of 1 powered by Legistar™71 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-715 Agenda Date:7/24/2024 Version:1 Item #:12. Report regarding a resolution authorizing the acceptance of $47,603 from the California State Library to support the Gene Mullin Community Learning Center’s federal Library Services Technology Act Teens Succeed project,amending the Library Department’s Fiscal Year 2024 -25 Operating Budget,and approving Budget Amendment Number 25.007. (Valerie Sommer, Library Director) RECOMMENDATION It is recommended that the City Council adopt a resolution authorizing the acceptance of $47,603 in grant funding from the California State Library to support the Gene Mullin Community Learning Center’s federal Library Services Technology Act (LSTA)Teens Succeed project,amending the Library Department’s 2024-25 (FY24-25) Operating Budget, and approving Budget Amendment Number 25.007. BACKGROUND/DISCUSSION On March 6,2024,Library Literacy Services staff submitted an application to the California State Library’s LSTA Teens Succeed Initiative which aims to provide high school teens with opportunities to develop their Social Emotional Learning (SEL)and workforce readiness and development skills.The purpose of this initiative is to address the challenges teens face in the aftereffects of the pandemic and to help prepare youth for success in life.On July 8,2024,the Library received a grant in the amount of $47,603 from the California State Library to provide 15 high school teens with internships/work experience at the Gene Mullin Community Learning Center (GMCLC).Local high school age teens will collaborate with GMCLC staff to plan and execute engaging activities for elementary school students in the out-of-school-time homework program.Activities will include workshops,storytelling,arts and crafts,science experiments,and games.Interns will dedicate at least 30 service hours to the program involving tasks like classroom preparation and homework assistance. This opportunity offers valuable experience in education and community involvement while making a positive impact on teen students’curiosity,creativity,and professional development.The project also incorporates SEL workshops for teens as well as staff training to support teen intern SEL and workforce skills. FISCAL IMPACT Grant funds will be used to amend the Library Department’s current FY 2024-25 Operating Budget.Receipt of these funds does not commit the City to ongoing funding. RELATIONSHIP TO STRATEGIC PLAN Acceptance of this funding will contribute to the City’s Strategic Plan under Priority #2,Quality of Life,by supporting learning opportunities to community members. CONCLUSION Receipt of these funds will enable the Library to provide a teen internship program at the GMCLC to support SEL and workforce development.It is recommended that the City Council accept $47,603 in grant funding,amend the Library Department’s FY 2024-25 Operating Budget, and approve Budget Amendment Number 25.007. City of South San Francisco Printed on 7/19/2024Page 1 of 1 powered by Legistar™72 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-716 Agenda Date:7/24/2024 Version:1 Item #:12a. Resolution authorizing the acceptance of $47,603 from the California State Library to support the Gene Mullin Community Learning Center’s federal Library Services Technology Act Teens Succeed project,amending the Library Department’s Fiscal Year 2024-25 Operating Budget, and approving Budget Amendment Number 25.007. WHEREAS,the California State Library’s LSTA Teens Succeed Initiative aims to provide high school teens with opportunities to develop their Social Emotional Learning (SEL) and workforce readiness and development skills; and WHEREAS,this opportunity offers valuable experience in education and community involvement while making a positive impact on teen students’ curiosity, creativity, and professional development; and WHEREAS,the California State Library awarded $47,603 in grant funding from to support federal Library Services Technology Act (LSTA) Teens Succeed project at the Gene Mullin Community Learning Center; and WHEREAS,the grant funds will be used to amend the Library Department’s current FY 2024-25 Operating Budget via Budget Amendment Number 25.007; and WHEREAS,acceptance of this funding will contribute to the City’s Strategic Plan under Priority #2,Quality of Life,by supporting learning opportunities to community members; and NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco hereby accepts $47,603 in grant funding from the California State Library to support the Gene Mullin Community Learning Center’s federal Library Services Technology Act Teens Succeed project. BE IT FURTHER RESOLVED,THAT THE City Council approves Budget Amendment Number 25.007 to amend the Library Department’s Fiscal Year 2024-25 Operating Budget.Receipt of these funds does not commit the City to ongoing funding. ***** City of South San Francisco Printed on 7/25/2024Page 1 of 1 powered by Legistar™73 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-678 Agenda Date:7/24/2024 Version:1 Item #:13. ..Title Report regarding a resolution approving a First Amendment to the Lease Agreement for use of the Economic Advancement Center located at 366 Grand Avenue in South San Francisco.(Ernesto Lucero,Economic Development Manager). RECOMMENDATION Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute a First Amendment to the Lease Agreement for 366 Grand Avenue, for the use of the Economic Advancement Center. BACKGROUND On April 28,2021,the City Council approved a resolution authorizing the City Manager to execute a lease agreement with Stacey S.Dobos Trust for the formerly vacant retail space at 366 Grand Avenue for the use of the Economic Advancement Center (EAC).Following completion of a substantial tenant improvement,the EAC opened on February 28,2022.Since opening,partners within the space now include several nonprofits and programs that support economic mobility initiatives.These include JobTrain,a workforce development nonprofit,Renaissance Entrepreneurship Center (Renaissance),a small business and entrepreneurship support nonprofit,Economic Development staff and the City Promotores program. The current lease will expire on October 31, 2024. The property,encompassing approximately 6,900 square feet,has been a successful and attractive place for community members due to its central location,21 dedicated parking spaces,high pedestrian traffic along Grand Avenue,walking distance to Old Town and other areas of the Downtown community,as well as its proximity to transit (SAMTRANS and Caltrain).The space also connects to the City-owned Breezeway next door to provide outdoor uses with placemaking potential. DISCUSSION With the current lease agreement expiring on October 31,2024,the proposed First Amendment would extend the lease for an additional six months,until April 30,2025.Additional terms of the amended lease include a rate of $2.40 per square foot,or $16,567 per month,a $500 janitorial credit per month,and provide the City the ability to sublease all or portions of the EAC to other economic mobility partners.The total cost of the First Amendment lease payments total $99,402 and would be fully funded from funds already appropriated for the EAC. FISCAL IMPACT There is no additional impact to the General Fund associated with adopting the associated resolution.The lease payments will be funded by previously appropriated funds from the General Fund and a State of California Go-Biz Grant,as well as other grant funds as they are secured. CONCLUSION Staff recommends that the Council adopt a resolution authorizing the City Manager to execute a First Amendment to the City of South San Francisco Printed on 7/19/2024Page 1 of 2 powered by Legistar™74 File #:24-678 Agenda Date:7/24/2024 Version:1 Item #:13. Lease Agreement for 366 Grand Avenue, for the use of the Economic Advancement Center. City of South San Francisco Printed on 7/19/2024Page 2 of 2 powered by Legistar™75 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-738 Agenda Date:7/24/2024 Version:1 Item #:13a. Resolution authorizing the City Manager to execute a First Amendment to the lease agreement for use of the Economic Advancement Center located at 366 Grand Avenue in South San Francisco. WHEREAS,on April 28,2021,the City Council approved and authorized the City Manager to execute a Lease Agreement (“Lease”)with the Stacey S.Dobos Trust (“Property Owner”)to lease the commercial space at 366 Grand Avenue for purposes of opening the Economic Advancement Center; and WHEREAS,the Economic Advancement Center opened on February 28,2022,and now houses several economic mobility partners and resources,including JobTrain,Renaissance Entrepreneurship Center,Economic Development staff and the City Promotores Program; and WHEREAS,the Lease is set to expire on October 31,2024,as attached hereto and incorporated herein as Exhibit A and City has negotiated a First Amendment with the Property Owner,attached hereto and incorporated herein as Exhibit B; and WHEREAS,the First Amendment would extend the term of the Lease to April 30,2025,and amend the rent to be at a rate of $2.40 per square foot with a monthly janitorial credit of $500,as well as clarify the City’s ability to sublease a portion or all of the space to other economic mobility partners. NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco hereby takes the following actions: 1.The City Council finds that the foregoing recitals are true and correct and incorporated herein as part of this Resolution; and 2.Approves and authorizes the City Manager to execute the First Amendment to the Lease Agreement (Exhibit A) with the Stacey S.Dobos Trust in substantially the same form as Exhibit B,subject to approval as to form by the City Attorney; and 3.Authorizes the Finance Director to take all necessary budgetary actions to carry out the intent of this Resolution, which may straddle appropriations across multiple fiscal years; and 4.Authorizes the City Manager to take any other related actions necessary to carry out the intent of this Resolution. ***** City of South San Francisco Printed on 7/25/2024Page 1 of 2 powered by Legistar™76 File #:24-738 Agenda Date:7/24/2024 Version:1 Item #:13a. City of South San Francisco Printed on 7/25/2024Page 2 of 2 powered by Legistar™77 STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE - GROSS (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS) 1.Basic Provisions ("Basic Provisions"). 1.1 Parties:This Lease ("Lease"), dated for reference purposes only , is made by and between ("Lessor") and ("Lessee"), (collectively the "Parties", or individually a "Party"). 1.2 Premises:That certain real property, including all improvements therein or to be provided by Lessor under the terms of this Lease, commonly known as (street address, city, state, zip):, ("Premises"). The Premises are located in the County of , and are generally described as (describe briefly the nature of the property and, if applicable, the "Project", if the property is located within a Project): . (See also Paragraph 2) 1.3 Term: years and months ("Original Term")commencing ("Commencement Date")and ending ("Expiration Date"). (See also Paragraph 3) 1.4 Early Possession:If the Premises are available Lessee may have non-exclusive possession of the Premises commencing ("Early Possession Date"). (See also Paragraphs 3.2 and 3.3) 1.5 Base Rent: $ per month ("Base Rent"), payable on the day of each month commencing . (See also Paragraph 4) If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted. See Paragraph 1.6 Base Rent and Other Monies Paid Upon Execution: (a)Base Rent: $ for the period . (b)Security Deposit: $("Security Deposit"). (See also Paragraph 5) (c) for the periodAssociation Fees:$ (d)Other: $ for . (e)Total Due Upon Execution of this Lease: $. 1.7 Agreed Use: (See also Paragraph 6) 1.8 Insuring Party:Lessor is the "Insuring Party".The annual "Base Premium"is $ (See also Paragraph 8) 1.9 Real Estate Brokers: (See also Paragraph 15 and 25) (a)Representation:Each Party acknowledges receiving a Disclosure Regarding Real Estate Agency Relationship, confirms and consents to the following agency relationships in this Lease with the following real estate brokers ("Broker(s)") and/or their agents ("Agent(s)"): Lessor's Brokerage Firm License No. Is the broker of (check one): the Lessor; or both the Lessee and Lessor (dual agent). Lessor's Agent License No. Is (check one): the Lessor's Agent (salesperson or broker associate); or both the Lessee's Agent and the Lessor's Agent (dual agent). Lessee's Brokerage Firm License No. Is the broker of (check one): the Lessee; or both the Lessee and Lessor (dual agent). Lessee's Agent License No. Is (check one): the Lessee's Agent (salesperson or broker associate); or both the Lessee's Agent and the Lessor's Agent (dual agent). PAGE 1 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Phone: Fax: Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com July 12, 2021 Stacey S. Dobos, as Trustee of the Stacey S. Dobos Trust Agreement dated November 26, 2003 City of South San Francisco 366 Grand Ave South San Francisco CA 94080 San Mateo an approximately 6,903 rentable square foot building and attached parking lot, situated on Grand Avenue Three (3)One (1)October 1, 2021 October 31, 2024 13,115.70 first November 1, 2021 X 51 13,115.70 November 1, 2021 to November 30, 2021 12,000.00 NA NA 25,115.70 The Premises shall be used for small business and entrepreneurship center or related uses authorized by the City of South San Francisco and approved by Lessor 4,581.00 SC Properties 01383173 X Bob Guglielmi 0064075 X NA NA SC Properties, 311 South Ellsworth Avenue San Mateo CA 94401 (650)342-3030 (650)375-7781 Lindsey Baggetta 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 78 (b)Payment to Brokers:Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Brokers the brokerage fee agreed to in a separate written agreement (or if there is no such agreement, the sum of or % of the Base Rent) for the brokerage services rendered by the Brokers. 1.10 Guarantor.The obligations of the Lessee under this Lease are to be guaranteed by ("Guarantor"). (See also Paragraph 37) 1.11 Attachments.Attached hereto are the following, all of which constitute a part of this Lease: an Addendum consisting of Paragraphs through ; a plot plan depicting the Premises; a current set of the Rules and Regulations; a Work Letter; other (specify): . 2.Premises. 2.1 Letting.Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and conditions set forth in this Lease. While the approximate square footage of the Premises may have been used in the marketing of the Premises for purposes of comparison, the Base Rent stated herein is NOT tied to square footage and is not subject to adjustment should the actual size be determined to be different.Note: Lessee is advised to verify the actual size prior to executing this Lease. Condition.Lessor shall deliver the Premises to Lessee broom clean and free of debris on the Commencement Date or the Early2.2 Possession Date, whichever first occurs ("Start Date"), and, so long as the required service contracts described in Paragraph 7.1(b) below are obtained by Lessee and in effect within thirty days following the Start Date, warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems ("HVAC"), loading doors, sump pumps, if any, and all other such elements in the Premises, other than those constructed by Lessee, shall be in good operating condition on said date and that the surface and structural elements of the roof, bearing walls and foundation of any buildings on the Premises (the "Building") shall be free of material defects, and that the Unit does not contain hazardous levels of any mold or fungi defined as toxic under applicable state or federal law. If a non-compliance with said warranty exists as of the Start Date, or if one of such systems or elements should malfunction or fail within the appropriate warranty period, Lessor shall, as Lessor's sole obligation with respect to such matter, except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, rectify same at Lessor's expense. The warranty periods shall be as follows: (i) 6 months as to the HVAC systems, and (ii) 30 days as to the remaining systems and other elements of the Building. If Lessee does not give Lessor the required notice within the appropriate warranty period, correction of any such non-compliance, malfunction or failure shall be the obligation of Lessee at Lessee's sole cost and expense, except for the roof, foundations, and bearing walls which are handled as provided in paragraph 7. Lessor also warrants, that unless otherwise specified in writing, Lessor is unaware of (i) any recorded Notices of Default affecting the Premise; (ii) any delinquent amounts due under any loan secured by the Premises; and (iii) any bankruptcy proceeding affecting the Premises. 2.3 Compliance.Lessor warrants that to the best of its knowledge the improvements on the Premises comply with the building codes, applicable laws, covenants or restrictions of record, regulations, and ordinances ("Applicable Requirements") that were in effect at the time that each improvement, or portion thereof, was constructed. Said warranty does not apply to the use to which Lessee will put the Premises, modifications which may be required by the Americans with Disabilities Act or any similar laws as a result of Lessee's use (see Paragraph 50), or to any Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee.NOTE: Lessee is responsible for determining whether or not the Applicable Requirements, and especially the zoning, are appropriate for Lessee's intended use, and acknowledges that past uses of the Premises may no longer be allowed.If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, rectify the same at Lessor's expense. If Lessee does not give Lessor written notice of a non-compliance with this warranty within 6 months following the Start Date, correction of that non-compliance shall be the obligation of Lessee at Lessee's sole cost and expense. If the Applicable Requirements are hereafter changed so as to require during the term of this Lease the construction of an addition to or an alteration of the Premises and/or Building, the remediation of any Hazardous Substance, or the reinforcement or other physical modification of the Unit, Premises and/or Building ("Capital Expenditure"), Lessor and Lessee shall allocate the cost of such work as follows: (a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the specific and unique use of the Premises by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however that if such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months' Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, in writing, within 10 days after receipt of Lessee's termination notice that Lessor has elected to pay the difference between the actual cost thereof and an amount equal to 6 months' Base Rent. If Lessee elects termination, Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor written notice specifying a termination date at least 90 days thereafter. Such termination date shall, however, in no event be earlier than the last day that Lessee could legally utilize the Premises without commencing such Capital Expenditure. (b) If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as, governmentally mandated seismic modifications), then Lessor shall pay for such Capital Expenditure and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease or any extension thereof, on the date that on which the Base Rent is due, an amount equal to 1/144th of the portion of such costs reasonably attributable to the Premises. Lessee shall pay Interest on the balance but may prepay its obligation at any time. If, however, such Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay its share thereof, Lessor shall have the option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies Lessor, in writing, within 10 days after receipt of Lessor's termination notice that Lessee will pay for such Capital Expenditure. If Lessor does not elect to terminate, and fails to tender its share of any such Capital Expenditure, Lessee may advance such funds and deduct same, with Interest, PAGE 2 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com NA X 51 64 X 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 79 from Rent until Lessor's share of such costs have been fully paid. If Lessee is unable to finance Lessor's share, or if the balance of the Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30 days written notice to Lessor. (c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non-voluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use, change in intensity of use, or modification to the Premises then, and in that event, Lessee shall either: (i) immediately cease such changed use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure, or (ii) complete such Capital Expenditure at its own expense. Lessee shall not, however, have any right to terminate this Lease. 2.4 Acknowledgements.Lessee acknowledges that: (a) it has been given an opportunity to inspect and measure the Premises, (b) it has been advised by Lessor and/or Brokers to satisfy itself with respect to the size and condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements and the Americans with Disabilities Act), and their suitability for Lessee's intended use, (c) Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises, (d) it is not relying on any representation as to the size of the Premises made by Brokers or Lessor, (e) the square footage of the Premises was not material to Lessee's decision to lease the Premises and pay the Rent stated herein, and (f) neither Lessor, Lessor's agents, nor Brokers have made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease. In addition, Lessor acknowledges that: (i) Brokers have made no representations, promises or warranties concerning Lessee's ability to honor the Lease or suitability to occupy the Premises, and (ii) it is Lessor's sole responsibility to investigate the financial capability and/or suitability of all proposed tenants. 2.5 Lessee as Prior Owner/Occupant.The warranties made by Lessor in Paragraph 2 shall be of no force or effect if immediately priorto the Start Date Lessee was the owneroroccupantofthePremises.Insuchevent,Lesseeshallbe responsibleforanynecessary corrective work. 3.Term. 3.1 Term.The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3. 3.2 Early Possession.Any provision herein granting Lessee Early Possession of the Premises is subject to and conditioned upon the Premises being available for such possession prior to the Commencement Date. Any grant of Early Possession only conveys a non-exclusive right to occupy the Premises. If Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation to pay Base Rent shall be abated for the period of such Early Possession. All other terms of this Lease (including but not limited to the obligations to pay Real Property Taxes and insurance premiums and to maintain the Premises) shall be in effect during such period. Any such Early Possession shall not affect the Expiration Date. 3.3 Delay In Possession.Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee by the Commencement Date. If, despite said efforts, Lessor is unable to deliver possession by such date, Lessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or change the Expiration Date. Lessee shall not, however, be obligated to pay Rent or perform its other obligations until Lessor delivers possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of Lessee. If possession is not delivered within 60 days after the Commencement Date, as the same may be extended under the terms of any Work Letter executed by Parties, Lessee may, at its option, by notice in writing within 10 days after the end of such 60 day period, cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder. If such written notice is not received by Lessor within said 10 day period, Lessee's right to cancel shall terminate. If possession of the Premises is not delivered within 120 days after the Commencement Date, this Lease shall terminate unless other agreements are reached between Lessor and Lessee, in writing. 3.4 Lessee Compliance.Lessor shall not be required to deliver possession of the Premises to Lessee until Lessee complies with its obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor's election to withhold possession pending receipt of such evidence of insurance. Further, if Lessee is required to perform any other conditions prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession until such conditions are satisfied. 4.Rent. 4.1 Rent Defined.All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent ("Rent"). 4.2 Payment.Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or deduction (except as specifically permitted in this Lease), on or before the day on which it is due. All monetary amounts shall be rounded to the nearest whole dollar. In the event that any invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the amount set forth in this Lease. Rent for any period during the term hereof which is for less than one full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor's rights to the balance of such Rent, regardless of Lessor's endorsement of any check so stating. In the event that any check, draft, or other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25 in addition to any Late Charge and Lessor, at its option, may require all future payments to be made by Lessee to be by cashier's check. Payments will be applied first to accrued late charges and attorney's fees, second to accrued interest, then to Base Rent, Insurance and Real Property Taxes, and any remaining amount to any other outstanding charges or costs. 4.3 Association Fees.In addition to the Base Rent, Lessee shall pay to Lessor each month an amount equal to any owner's association or condominium fees levied or assessed against the Premises. Said monies shall be paid at the same time and in the same manner as the Base Rent. 5.Security Deposit.Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for Lessee's faithful performance of its obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or retain all or any portion of said Security Deposit for the payment of any amount already due Lessor, for Rents which will be due in the future, and/ or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or any portion of the Security Deposit, Lessee shall within 10 days after written request therefor deposit monies with Lessor sufficient to restore said PAGE 3 OF 19 INITIALSINITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 80 Security Deposit to the full amount required by this Lease. If the Base Rent increases during the term of this Lease, Lessee shall, upon written request from Lessor, deposit additional monies with Lessor so that the total amount of the Security Deposit shall at all times bear the same proportion to the increased Base Rent as the initial Security Deposit bore to the initial Base Rent. Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Security Deposit to the extent necessary, in Lessor's reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. If a change in control of Lessee occurs during this Lease and following such change the financial condition of Lessee is, in Lessor's reasonable judgment, significantly reduced, Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the Security Deposit to be at a commercially reasonable level based on such change in financial condition. Lessor shall not be required to keep the Security Deposit separate from its general accounts. Within 90 days after the expiration or termination of this Lease, Lessor shall return that portion of the Security Deposit not used or applied by Lessor. Lessor shall upon written request provide Lessee with an accounting showing how that portion of the Security Deposit that was not returned was applied. No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease. THE SECURITY DEPOSIT SHALL NOT BE USED BY LESSEE IN LIEU OF PAYMENT OF THE LAST MONTH’S RENT. 6.Use. 6.1 Use.Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or a nuisance, or that disturbs occupants of or causes damage to neighboring premises or properties. Other than guide, signal and seeing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, fish, or reptiles. Lessor shall not unreasonably withhold or delay its consent to any request for a modification of the Agreed Use, so long as the same will not impair the structural integrity of the improvements on the Premises or the mechanical or electrical systems therein, and/or is not significantly more burdensome to the Premises. If Lessor elects to withhold consent, Lessor shall within 7 days after such request give written notification of same, which notice shall include an explanation of Lessor's objections to the change in the Agreed Use. 6.2 Hazardous Substances. (a)Reportable Uses Require Consent.The term "Hazardous Substance"as used in this Lease shall mean any product, substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for potential liability of Lessor to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, by-products or fractions thereof. Lessee shall not engage in any activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Lessor and timely compliance (at Lessee's expense) with all Applicable Requirements."Reportable Use"shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use, ordinary office supplies (copier toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contamination, injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expiration or termination) of protective modifications (such as concrete encasements) and/or increasing the Security Deposit. (b)Duty to Inform Lessor.If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance. (c)Lessee Remediation.Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense, comply with all Applicable Requirements and take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee, or any third party. (d)Lessee Indemnification.Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys' and consultants' fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance under the Premises from adjacent properties not caused or contributed to by Lessee). Lessee's obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease.No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement. (e)Lessor Indemnification.Except as otherwise provided in paragraph 8.7, Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages, including the cost of remediation, which result from Hazardous Substances which existed on the Premises prior to Lessee's occupancy or which are caused by PAGE 4 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 81 the gross negligence or willful misconduct of Lessor, its agents or employees. Lessor's obligations, as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. (f)Investigations and Remediations.Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to Lessee's occupancy, unless such remediation measure is required as a result of Lessee's use (including "Alterations", as defined in Paragraph 7.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor's investigative and remedial responsibilities. (g)Lessor Termination Option.If a Hazardous Substance Condition (see Paragraph 9.1(e)) occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by the Applicable Requirements and this Lease shall continue in full force and effect, but subject to Lessor's rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor's option, either (i) investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and effect, or (ii) if the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or $100,000, whichever is greater, give written notice to Lessee, within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor's desire to terminate this Lease as of the date 60 days following the date of such notice. In the event Lessor elects to give a termination notice, Lessee may, within 10 days thereafter, give written notice to Lessor of Lessee's commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12 times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days following such commitment. In such event, this Lease shall continue in full force and effect, and Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds are available. If Lessee does not give such notice and provide the required funds or assurance thereof within the time provided, this Lease shall terminate as of the date specified in Lessor's notice of termination. 6.3 Lessee's Compliance with Applicable Requirements.Except as otherwise provided in this Lease, Lessee shall, at Lessee's sole expense, fully, diligently and in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire insurance underwriter or rating bureau, and the recommendations of Lessor's engineers and/or consultants which relate in any manner to the Premises, without regard to whether said Applicable Requirements are now in effect or become effective after the Start Date. Lessee shall, within 10 days after receipt of Lessor's written request, provide Lessor with copies of all permits and other documents, and other information evidencing Lessee's compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable Requirements. Likewise, Lessee shall immediately give written notice to Lessor of: (i) any water damage to the Premises and any suspected seepage, pooling, dampness or other condition conducive to the production of mold; or (ii) any mustiness or other odors that might indicate the presence of mold in the Premises. In addition, Lessee shall provide Lessor with copies of its business license, certificate of occupancy and/or any similar document within 10 days of the receipt of a written request therefor. 6.4 Inspection; Compliance.Lessor and Lessor's "Lender"(as defined in Paragraph 30) and consultants authorized by Lessor shall have the right to enter into Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable notice, for the purpose of inspecting and/or testing the condition of the Premises and/or for verifying compliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a Hazardous Substance Condition (see paragraph 9.1) is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority. In such case, Lessee shall upon request reimburse Lessor for the cost of such inspection, so long as such inspection is reasonably related to the violation or contamination. In addition, Lessee shall provide copies of all relevant material safety data sheets (MSDS) to Lessor within 10 days of the receipt of a written request therefor. Lessee acknowledges that any failure on its part to allow such inspections or testing will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, should the Lessee fail to allow such inspections and/or testing in a timely fashion the Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater for the remainder to the Lease. The Parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to allow such inspection and/or testing. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to such failure nor prevent the exercise of any of the other rights and remedies granted hereunder. 7.Maintenance; Repairs; Utility Installations; Trade Fixtures and Alterations. 7.1 Lessee's Obligations. (a)In General.Subject to the provisions of Paragraph 2.2 (Condition), 2.3 (Compliance), 6.3 (Lessee's Compliance with Applicable Requirements), 7.2 (Lessor's Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at Lessee's sole expense, keep the Premises, Utility Installations (intended for Lessee's exclusive use, no matter where located), and Alterations in good order, condition and repair (whether or not the portion of the Premises requiring repairs, or the means of repairing the same, are reasonably or readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of Lessee's use, any prior use, the elements or the age of such portion of the Premises), including, but not limited to, all equipment or facilities, such as plumbing, HVAC equipment, electrical, lighting facilities, boilers, pressure vessels, fire protection system, fixtures, walls (interior and exterior), ceilings, floors, stairs, windows, doors, plate glass, skylights, landscaping, driveways, parking lots, fences, retaining walls, signs, sidewalks and parkways located in, on, or adjacent to the Premises. Lessee is also responsible for keeping the roof and roof drainage clean and free of debris. Lessor shall keep the surface and structural elements of the roof, foundations, and bearing walls in good repair (see paragraph 7.2). Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices, specifically including the procurement and maintenance of the service contracts required by Paragraph 7.1(b) below. Lessee's obligations shall include restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition and state of repair. Lessee shall, during the term of this Lease, keep the exterior appearance of the Building in a first-class condition (including, e.g. graffiti removal) consistent with the exterior appearance of other similar facilities of comparable age and size in the vicinity, including, when necessary, the exterior repainting of the Building. PAGE 5 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 82 (b)Service Contracts.Lessee shall, at Lessee's sole expense, procure and maintain contracts, with copies to Lessor, in customary form and substance for, and with contractors specializing and experienced in the maintenance of the following equipment and improvements, if any, if and when installed on the Premises: (i) HVAC equipment, (ii) boiler, and pressure vessels, (iii) fire extinguishing systems, including fire alarm and/or smoke detection, (iv) landscaping and irrigation systems, and (v) clarifiers. However, Lessor reserves the right, upon notice to Lessee, to procure and maintain any or all of such service contracts, and Lessee shall reimburse Lessor, upon demand, for the cost thereof. (c)Failure to Perform.If Lessee fails to perform Lessee's obligations under this Paragraph 7.1, Lessor may enter upon the Premises after 10 days' prior written notice to Lessee (except in the case of an emergency, in which case no notice shall be required), perform such obligations on Lessee's behalf, and put the Premises in good order, condition and repair, and Lessee shall promptly pay to Lessor a sum equal to 115% of the cost thereof. (d)Replacement.Subject to Lessee's indemnification of Lessor as set forth in Paragraph 8.7 below, and without relieving Lessee of liability resulting from Lessee's failure to exercise and perform good maintenance practices, if an item described in Paragraph 7.1(b) cannot be repaired other than at a cost which is in excess of 50% of the cost of replacing such item, then such item shall be replaced by Lessor, and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease or any extension thereof, on the date on which Base Rent is due, an amount equal to the product of multiplying the cost of such replacement by a fraction, the numerator of which is one, and the denominator of which is 144 (ie. 1/144th of the cost per month). Lessee shall pay Interest on the unamortized balance but may prepay its obligation at any time. 7.2 Lessor's Obligations.Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 9 (Damage or Destruction) and 14 (Condemnation), it is intended by the Parties hereto that Lessor have no obligation, in any manner whatsoever, to repair and maintain the Premises, or the equipment therein, all of which obligations are intended to be that of the Lessee, except for the surface and structural elements of the roof, foundations and bearing walls, the repair of which shall be the responsibility of Lessor upon receipt of written notice that such a repair is necessary. It is the intention of the Parties that the terms of this Lease govern the respective obligations of the Parties as to maintenance and repair of the Premises, and they expressly waive the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease. 7.3 Utility Installations; Trade Fixtures; Alterations. (a)Definitions.The term "Utility Installations"refers to all floor and window coverings, air and/or vacuum lines, power panels, electrical distribution, security and fire protection systems, communication cabling, lighting fixtures, HVAC equipment, plumbing, and fencing in or on the Premises. The term "Trade Fixtures"shall mean Lessee's machinery and equipment that can be removed without doing material damage to the Premises. The term "Alterations"shall mean any modification of the improvements, other than Utility Installations or Trade Fixtures, whether by addition or deletion."Lessee Owned Alterations and/or Utility Installations"are defined as Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a). (b)Consent.Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor's prior written consent. Lessee may, however, make non-structural Alterations or Utility Installations to the interior of the Premises (excluding the roof) without such consent but upon notice to Lessor, as long as they are not visible from the outside, do not involve puncturing, relocating or removing the roof or any existing walls, will not affect the electrical, plumbing, HVAC, and/or life safety systems, do not trigger the requirement for additional modifications and/or improvements to the Premises resulting from Applicable Requirements, such as compliance with Title 24, and the cumulative cost thereof during this Lease as extended does not exceed a sum equal to 3 month's Base Rent in the aggregate or a sum equal to one month's Base Rent in any one year. Notwithstanding the foregoing, Lessee shall not make or permit any roof penetrations and/or install anything on the roof without the prior written approval of Lessor. Lessor may, as a precondition to granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee's: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work, and (iii) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor with as-built plans and specifications. For work which costs an amount in excess of one month's Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount equal to 150% of the estimated cost of such Alteration or Utility Installation and/or upon Lessee's posting an additional Security Deposit with Lessor. (c)Liens; Bonds.Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic's or materialmen's lien against the Premises or any interest therein. Lessee shall give Lessor not less than 10 days notice prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right to post notices of non-responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount of such contested lien, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to participate in any such action, Lessee shall pay Lessor's attorneys' fees and costs. 7.4 Ownership; Removal; Surrender; and Restoration. (a)Ownership.Subject to Lessor's right to require removal or elect ownership as hereinafter provided, all Alterations and Utility Installations made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time, elect in writing to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations. Unless otherwise instructed per Paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises. (b)Removal.By delivery to Lessee of written notice from Lessor not earlier than 90 and not later than 30 days prior to the end of the term of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration or termination of this Lease. Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations or Utility Installations made without the required consent. PAGE 6 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 83 (c)Surrender; Restoration.Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted. "Ordinary wear and tear" shall not include any damage or deterioration that would have been prevented by good maintenance practice. Notwithstanding the foregoing and the provisions of Paragraph 7.1(a), if the Lessee occupies the Premises for 12 months or less, then Lessee shall surrender the Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall completely remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any third party (except Hazardous Substances which were deposited via underground migration from areas outside of the Premises) even if such removal would require Lessee to perform or pay for work that exceeds statutory requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. Any personal property of Lessee not removed on or before the Expiration Date or any earlier termination date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall constitute a holdover under the provisions of Paragraph 26 below. 8.Insurance; Indemnity. 8.1 Payment of Premium Increases. (a) Lessee shall pay to Lessor any insurance cost increase ("Insurance Cost Increase") occurring during the term of this Lease. Insurance Cost Increase is defined as any increase in the actual cost of the insurance required under Paragraph 8.2(b), 8.3(a) and 8.3(b), over and above the Base Premium as hereinafter defined calculated on an annual basis. Insurance Cost Increase shall include but not be limited to increases resulting from the nature of Lessee's occupancy, any act or omission of Lessee, requirements of the holder of mortgage or deed of trust covering the Premises, increased valuation of the Premises and/or a premium rate increase. The parties are encouraged to fill in the Base Premium in paragraph 1.8 with a reasonable premium for the Required Insurance based on the Agreed Use of the Premises. If the parties fail to insert a dollar amount in Paragraph 1.8, then the Base Premium shall be the lowest annual premium reasonably obtainable for the Required Insurance as of the commencement of the Original Term for the Agreed Use of the Premises. In no event, however, shall Lessee be responsible for any portion of the increase in the premium cost attributable to liability insurance carried by Lessor under Paragraph 8.2(b) in excess of $2,000,000 per occurrence. (b) Lessee shall pay any such Insurance Cost Increase to Lessor within 30 days after receipt by Lessee of a copy of the premium statement or other reasonable evidence of the amount due. If the insurance policies maintained hereunder cover other property besides the Premises, Lessor shall also deliver to Lessee a statement of the amount of such Insurance Cost Increase attributable only to the Premises showing in reasonable detail the manner in which such amount was computed. Premiums for policy periods commencing prior to, or extending beyond the term of this Lease, shall be prorated to correspond to the term of this Lease. 8.2 Liability Insurance. (a)Carried by Lessee.Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee and Lessor as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per occurrence with an annual aggregate of not less than $2,000,000. Lessee shall add Lessor as an additional insured by means of an endorsement at least as broad as the Insurance Service Organization's "Additional Insured-Managers or Lessors of Premises" Endorsement. The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Lease as an "insured contract"for the performance of Lessee's indemnity obligations under this Lease. The limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder. Lessee shall provide an endorsement on its liability policy(ies) which provides that its insurance shall be primary to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only. (b)Carried by Lessor.Lessor shall maintain liability insurance as described in Paragraph 8.2(a), in addition to, and not in lieu of, the insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured therein. 8.3 Property Insurance - Building, Improvements and Rental Value. (a)Building and Improvements.The Insuring Party shall obtain and keep in force a policy or policies in the name of Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Premises. The amount of such insurance shall be equal to the full insurable replacement cost of the Premises, as the same shall exist from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and available insurable value thereof. Lessee Owned Alterations and Utility Installations, Trade Fixtures, and Lessee's personal property shall be insured by Lessee not by Lessor. If the coverage is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of flood and/or earthquake unless required by a Lender or included in the Base Premium), including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located. If such insurance coverage has a deductible clause, the deductible amount shall not exceed $5,000 per occurrence, and Lessee shall be liable for such deductible amount in the event of an Insured Loss. (b)Rental Value.The Insuring Party shall obtain and keep in force a policy or policies in the name of Lessor with loss payable to Lessor and any Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an additional 180 days ("Rental Value Insurance"). Said insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, and the amount of coverage shall be adjusted annually to reflect the projected Rent otherwise payable by Lessee, for the next 12 month period. Lessee shall be liable for any deductible amount in the event of such loss. (c)Adjacent Premises.If the Premises are part of a larger building, or of a group of buildings owned by Lessor which are adjacent to the Premises, the Lessee shall pay for any increase in the premiums for the property insurance of such building or buildings if said increase is caused by Lessee's acts, omissions, use or occupancy of the Premises. PAGE 7 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 84 8.4 Lessee's Property; Business Interruption Insurance; Worker's Compensation Insurance. (a)Property Damage.Lessee shall obtain and maintain insurance coverage on all of Lessee's personal property, Trade Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not to exceed $1,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations. (b)Business Interruption.Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent lessees in the business of Lessee or attributable to prevention of access to the Premises as a result of such perils. (c)Worker's Compensation Insurance.Lessee shall obtain and maintain Worker's Compensation Insurance in such amount as may be required by Applicable Requirements. Such policy shall include a ‘Waiver of Subrogation’ endorsement. Lessee shall provide Lessor with a copy of such endorsement along with the certificate of insurance or copy of the policy required by paragraph 8.5. (d)No Representation of Adequate Coverage.Lessor makes no representation that the limits or forms of coverage of insurance specified herein are adequate to cover Lessee's property, business operations or obligations under this Lease. 8.5 Insurance Policies.Insurance required herein shall be by companies maintaining during the policy term a "General Policyholders Rating" of at least A-, VII, as set forth in the most current issue of "Best's Insurance Guide", or such other rating as may be required by a Lender. Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies of such insurance or certificates with copies of the required endorsements evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject to modification except after 30 days prior written notice to Lessor. Lessee shall, at least 10 days prior to the expiration of such policies, furnish Lessor with evidence of renewals or "insurance binders" evidencing renewal thereof, or Lessor may increase his liability insurance coverage and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the same. 8.6 Waiver of Subrogation.Without affecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the other, and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or incident to the perils required to be insured against herein. The effect of such releases and waivers is not limited by the amount of insurance carried or required, or by any deductibles applicable hereto. The Parties agree to have their respective property damage insurance carriers waive any right to subrogation that such companies may have against Lessor or Lessee, as the case may be, so long as the insurance is not invalidated thereby. 8.7 Indemnity.Except for Lessor's gross negligence or willful misconduct, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor's master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or damages, liens, judgments, penalties, attorneys' and consultants' fees, expenses and/or liabilities arising out of, involving, or in connection with, the use and/or occupancy of the Premises by Lessee. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters, Lessee shall upon notice defend the same at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any such claim in order to be defended or indemnified. 8.8 Exemption of Lessor and its Agents from Liability.Notwithstanding the negligence or breach of this Lease by Lessor or its agents, neither Lessor nor its agents shall be liable under any circumstances for: (i) injury or damage to the person or goods, wares, merchandise or other property of Lessee, Lessee's employees, contractors, invitees, customers, or any other person in or about the Premises, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, indoor air quality, the presence of mold or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the Premises or upon other portions of the building of which the Premises are a part, or from other sources or places, (ii) any damages arising from any act or neglect of any other tenant of Lessor or from the failure of Lessor or its agents to enforce the provisions of any other lease in the Project, or (iii) injury to Lessee's business or for any loss of income or profit therefrom. Instead, it is intended that Lessee's sole recourse in the event of such damages or injury be to file a claim on the insurance policy(ies) that Lessee is required to maintain pursuant to the provisions of paragraph 8. 8.9 Failure to Provide Insurance.Lessee acknowledges that any failure on its part to obtain or maintain the insurance required herein will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, for any month or portion thereof that Lessee does not maintain the required insurance and/or does not provide Lessor with the required binders or certificates evidencing the existence of the required insurance, the Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater. The parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to maintain the required insurance. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to maintain such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of its obligation to maintain the insurance specified in this Lease. 9.Damage or Destruction. 9.1 Definitions. (a)"Premises Partial Damage"shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations, which can reasonably be repaired in 6 months or less from the date of the damage or destruction. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. (b)"Premises Total Destruction"shall mean damage or destruction to the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 6 months or less from the date of the damage or destruction. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. (c)"Insured Loss"shall mean damage or destruction to improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which was caused by an event required to be covered by the insurance described in Paragraph 8.3(a), irrespective of any deductible amounts or coverage limits involved. PAGE 8 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 85 (d)"Replacement Cost"shall mean the cost to repair or rebuild the improvements owned by Lessor at the time of the occurrence to their condition existing immediately prior thereto, including demolition, debris removal and upgrading required by the operation of Applicable Requirements, and without deduction for depreciation. (e)"Hazardous Substance Condition"shall mean the occurrence or discovery of a condition involving the presence of, or a contamination by, a Hazardous Substance, in, on, or under the Premises which requires restoration. 9.2 Partial Damage - Insured Loss.If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair such damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible and this Lease shall continue in full force and effect; provided, however, that Lessee shall, at Lessor's election, make the repair of any damage or destruction the total cost to repair of which is $10,000 or less, and, in such event, Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are not sufficient to effect such repair, the Insuring Party shall promptly contribute the shortage in proceeds (except as to the deductible which is Lessee's responsibility) as and when required to complete said repairs. In the event, however, such shortage was due to the fact that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within 10 days following receipt of written notice of such shortage and request therefor. If Lessor receives said funds or adequate assurance thereof within said 10 day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect. If such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter to: (i) make such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and effect, or (ii) have this Lease terminate 30 days thereafter. Lessee shall not be entitled to reimbursement of any funds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if made by either Party. 9.3 Partial Damage - Uninsured Loss.If a Premises Partial Damage that is not an Insured Loss occurs, unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee's expense), Lessor may either: (i) repair such damage as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and effect, or (ii) terminate this Lease by giving written notice to Lessee within 30 days after receipt by Lessor of knowledge of the occurrence of such damage. Such termination shall be effective 60 days following the date of such notice. In the event Lessor elects to terminate this Lease, Lessee shall have the right within 10 days after receipt of the termination notice to give written notice to Lessor of Lessee's commitment to pay for the repair of such damage without reimbursement from Lessor. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days after making such commitment. In such event this Lease shall continue in full force and effect, and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds are available. If Lessee does not make the required commitment, this Lease shall terminate as of the date specified in the termination notice. 9.4 Total Destruction.Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shall terminate 60 days following such Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct of Lessee, Lessor shall have the right to recover Lessor's damages from Lessee, except as provided in Paragraph 8.6. 9.5 Damage Near End of Term.If at any time during the last 6 months of this Lease there is damage for which the cost to repair exceeds one month's Base Rent, whether or not an Insured Loss, Lessor may terminate this Lease effective 60 days following the date of occurrence of such damage by giving a written termination notice to Lessee within 30 days after the date of occurrence of such damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable option to extend this Lease or to purchase the Premises, then Lessee may preserve this Lease by, (a) exercising such option and (b) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs on or before the earlier of (i) the date which is 10 days after Lessee's receipt of Lessor's written notice purporting to terminate this Lease, or (ii) the day prior to the date upon which such option expires. If Lessee duly exercises such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lessor's commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such option and provide such funds or assurance during such period, then this Lease shall terminate on the date specified in the termination notice and Lessee's option shall be extinguished. 9.6 Abatement of Rent; Lessee's Remedies. (a)Abatement.In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for which Lessee is not responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediation or restoration of such damage shall be abated in proportion to the degree to which Lessee's use of the Premises is impaired, but not to exceed the proceeds received from the Rental Value insurance. All other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, destruction, remediation, repair or restoration except as provided herein. (b)Remedies.If Lessor is obligated to repair or restore the Premises and does not commence, in a substantial and meaningful way, such repair or restoration within 90 days after such obligation shall accrue, Lessee may, at any time prior to the commencement of such repair or restoration, give written notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee's election to terminate this Lease on a date not less than 60 days following the giving of such notice. If Lessee gives such notice and such repair or restoration is not commenced within 30 days thereafter, this Lease shall terminate as of the date specified in said notice. If the repair or restoration is commenced within such 30 days, this Lease shall continue in full force and effect."Commence"shall mean either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work on the Premises, whichever first occurs. 9.7 Termination; Advance Payments.Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's Security Deposit as has not been, or is not then required to be, used by Lessor. PAGE 9 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 86 10.Real Property Taxes. 10.1 Definition.As used herein, the term "Real Property Taxes"shall include any form of assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Premises or the Project, Lessor's right to other income therefrom, and/or Lessor's business of leasing, by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Building address. Real Property Taxes shall also include any tax, fee, levy, assessment or charge, or any increase therein: (i) imposed by reason of events occurring during the term of this Lease, including but not limited to, a change in the ownership of the Premises, and (ii) levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease. 10.2 Payment of Taxes.Lessor shall pay the Real Property Taxes applicable to the Premises provided, however, that Lessee shall pay to Lessor the amount, if any, by which Real Property Taxes applicable to the Premises increase over the fiscal tax year during which the Commencement Date Occurs (”Tax Increase“). Payment of any such Tax Increase shall be made by Lessee to Lessor within 30 days after receipt of Lessor’s written statement setting forth the amount due and computation thereof. If any such taxes shall cover any period of time prior to or after the expiration or termination of this Lease, Lessee’s share of such taxes shall be prorated to cover only that portion of the tax bill applicable to the period that this Lease is in effect. In the event Lessee incurs a late charge on any Rent payment, Lessor may estimate the current Real Property Taxes, and require that the Tax Increase be paid in advance to Lessor by Lessee monthly in advance with the payment of the Base Rent. Such monthly payment shall be an amount equal to the amount of the estimated installment of the Tax Increase divided by the number of months remaining before the month in which said installment becomes delinquent. When the actual amount of the applicable Tax Increase is known, the amount of such equal monthly advance payments shall be adjusted as required to provide the funds needed to pay the applicable Tax Increase. If the amount collected by Lessor is insufficient to pay the Tax Increase when due, Lessee shall pay Lessor, upon demand, such additional sums as are necessary to pay such obligations. Advance payments may be intermingled with other moneys of Lessor and shall not bear interest. In the event of a Breach by Lessee in the performance of its obligations under this Lease, then any such advance payments may be treated by Lessor as an additional Security Deposit. 10.3 Additional Improvements.Notwithstanding anything to the contrary in this Paragraph 10.2, Lessee shall pay to Lessor upon demand therefor the entirety of any increase in Real Property Taxes assessed by reason of Alterations or Utility Installations placed upon the Premises by Lessee or at Lessee's request or by reason of any alterations or improvements to the Premises made by Lessor subsequent to the execution of this Lease by the Parties. 10.4 Joint Assessment.If the Premises are not separately assessed, Lessee's liability shall be an equitable proportion of the Tax Increase for all of the land and improvements included within the tax parcel assessed, such proportion to be conclusively determined by Lessor from the respective valuations assigned in the assessor's work sheets or such other information as may be reasonably available. 10.5 Personal Property Taxes.Lessee shall pay, prior to delinquency, all taxes assessed against and levied upon Lessee Owned Alterations, Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee. When possible, Lessee shall cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor. If any of Lessee's said property shall be assessed with Lessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee's property within 10 days after receipt of a written statement setting forth the taxes applicable to Lessee's property. 11.Utilities and Services.Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities and services supplied to the Premises, together with any taxes thereon. If any such services are not separately metered or billed to Lessee, Lessee shall pay a reasonable proportion, to be determined by Lessor, of all charges jointly metered or billed. There shall be no abatement of rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, interruption or discontinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor's reasonable control or in cooperation with governmental request or directions. Within fifteen days of Lessor's written request, Lessee agrees to deliver to Lessor such information, documents and/or authorization as Lessor needs in order for Lessor to comply with new or existing Applicable Requirements relating to commercial building energy usage, ratings, and/or the reporting thereof. 12.Assignment and Subletting. 12.1 Lessor's Consent Required. (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively,"assign or assignment") or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent. (b) Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange, a change in the control of Lessee shall constitute an assignment requiring consent. The transfer, on a cumulative basis, of 25% or more of the voting control of Lessee shall constitute a change in control for this purpose. (c) The involvement of Lessee or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, transfer, leveraged buy-out or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessee's assets occurs, which results or will result in a reduction of the Net Worth of Lessee by an amount greater than 25% of such Net Worth as it was represented at the time of the execution of this Lease or at the time of the most recent assignment to which Lessor has consented, or as it exists immediately prior to said transaction or transactions constituting such reduction, whichever was or is greater, shall be considered an assignment of this Lease to which Lessor may withhold its consent."Net Worth of Lessee"shall mean the net worth of Lessee (excluding any guarantors) established under generally accepted accounting principles. (d) An assignment or subletting without consent shall, at Lessor's option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon 30 days written notice, increase the monthly Base Rent to 110% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to 110% of the price previously in effect, and (ii) all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent. (e) Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (f) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Default at the time consent is requested. PAGE 10 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 87 (g) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, ie. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting. 12.2 Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, no assignment or subletting shall: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or (iii) alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's Default or Breach. (c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $500 as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (See also Paragraph 36) (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment, entering into such sublease, or entering into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing. (g) Lessor's consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (See Paragraph 39.2) 12.3 Additional Terms and Conditions Applicable to Subletting.The following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein: (a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest in all Rent payable on any sublease, and Lessor may collect such Rent and apply same toward Lessee's obligations under this Lease; provided, however, that until a Breach shall occur in the performance of Lessee's obligations, Lessee may collect said Rent. In the event that the amount collected by Lessor exceeds Lessee's then outstanding obligations any such excess shall be refunded to Lessee. Lessor shall not, by reason of the foregoing or any assignment of such sublease, nor by reason of the collection of Rent, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee's obligations to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists in the performance of Lessee's obligations under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists, notwithstanding any claim from Lessee to the contrary. (b) In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn to Lessor, in which event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor. (c) Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor. (d) No sublessee shall further assign or sublet all or any part of the Premises without Lessor's prior written consent. (e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure the Default of Lessee within the grace period, if any, specified in such notice. The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defaults cured by the sublessee. 13.Default; Breach; Remedies. 13.1 Default; Breach.A "Default"is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease. A "Breach"is defined as the occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within any applicable grace period: (a) The abandonment of the Premises; or the vacating of the Premises without providing a commercially reasonable level of security, or where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or without providing reasonable assurances to minimize potential vandalism. (b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of 3 business days following written notice to Lessee. THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHT TO RECOVER POSSESSION OF THE PREMISES. (c) The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste, act or acts constituting public or private nuisance, and/or an illegal activity on the Premises by Lessee, where such actions continue for a period of 3 business days following written notice to Lessee. In the event that Lessee commits waste, a nuisance or an illegal activity a second time then, the Lessor may elect to treat such conduct as a non-curable Breach rather than a Default. (d) The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (ii) the service contracts, (iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate or financial statements, (v) a requested PAGE 11 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 88 subordination, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 42, (viii) material safety data sheets (MSDS), or (ix) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure continues for a period of 10 days following written notice to Lessee. (e) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 40 hereof, other than those described in subparagraphs 13.1(a), (b), (c) or (d), above, where such Default continues for a period of 30 days after written notice; provided, however, that if the nature of Lessee's Default is such that more than 30 days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completion. (f) The occurrence of any of the following events: (i) the making of any general arrangement or assignment for the benefit of creditors; (ii) becoming a "debtor"as defined in 11 U.S.C. §101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where possession is not restored to Lessee within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where such seizure is not discharged within 30 days; provided, however, in the event that any provision of this subparagraph (e) is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions. (g) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false. (h) If the performance of Lessee's obligations under this Lease is guaranteed: (i) the death of a Guarantor, (ii) the termination of a Guarantor's liability with respect to this Lease other than in accordance with the terms of such guaranty, (iii) a Guarantor's becoming insolvent or the subject of a bankruptcy filing, (iv) a Guarantor's refusal to honor the guaranty, or (v) a Guarantor's breach of its guaranty obligation on an anticipatory basis, and Lessee's failure, within 60 days following written notice of any such event, to provide written alternative assurance or security, which, when coupled with the then existing resources of Lessee, equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at the time of execution of this Lease. 13.2 Remedies.If Lessee fails to perform any of its affirmative duties or obligations, within 10 days after written notice (or in case of an emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee's behalf, including but not limited to the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. Lessee shall pay to Lessor an amount equal to 115% of the costs and expenses incurred by Lessor in such performance upon receipt of an invoice therefor. In the event of a Breach, Lessor may, with or without further notice or demand, and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach: (a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorneys' fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired term of this Lease. The worth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the time of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee's Breach of this Lease shall not waive Lessor's right to recover any damages to which Lessor is otherwise entitled. If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph 13.1. In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute. (b) Continue the Lease and Lessee's right to possession and recover the Rent as it becomes due, in which event Lessee may sublet or assign, subject only to reasonable limitations. Acts of maintenance, efforts to relet, and/or the appointment of a receiver to protect the Lessor's interests, shall not constitute a termination of the Lessee's right to possession. (c) Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherein the Premises are located. The expiration or termination of this Lease and/or the termination of Lessee's right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or by reason of Lessee's occupancy of the Premises. 13.3 Inducement Recapture.Any agreement for free or abated rent or other charges, the cost of tenant improvement for lessee paid for or performed by Lessor, or for the giving or paying by Lessor to or for Lessee of any cash or other bonus, inducement or consideration for Lessee's entering into this Lease, all of which concessions are hereinafter referred to as "Inducement Provisions,"shall be deemed conditioned upon Lessee's full and faithful performance of all of the terms, covenants and conditions of this Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted from this Lease and of no further force or effect, and any rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Lessor under such an inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in writing by Lessor at the time of such acceptance. PAGE 12 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 89 13.4 Late Charges.Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor within 5 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall immediately pay to Lessor a one-time late charge equal to 10% of each such overdue amount or $100, whichever is greater. The Parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of such late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee's Default or Breach with respect to such overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessor's option, become due and payable quarterly in advance. 13.5 Interest.Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due shall bear interest from the 31st day after it was due. The interest ("Interest") charged shall be computed at the rate of 10% per annum but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for in Paragraph 13.4. 13.6 Breach by Lessor. (a)Notice of Breach.Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be less than 30 days after receipt by Lessor, and any Lender whose name and address shall have been furnished Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor's obligation is such that more than 30 days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such 30 day period and thereafter diligently pursued to completion. (b)Performance by Lessee on Behalf of Lessor.In the event that neither Lessor nor Lender cures said breach within 30 days after receipt of said notice, or if having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said breach at Lessee's expense and offset from Rent the actual and reasonable cost to perform such cure, provided however, that such offset shall not exceed an amount equal to the greater of one month's Base Rent or the Security Deposit, reserving Lessee's right to seek reimbursement from Lessor for any such expense in excess of such offset. Lessee shall document the cost of said cure and supply said documentation to Lessor. 14.Condemnation.If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power (collectively "Condemnation"), this Lease shall terminate as to the part taken as of the date the condemning authority takes title or possession, whichever first occurs. If more than 10% of the Building, or more than 25% of that portion of the Premises not occupied by any building, is taken by Condemnation, Lessee may, at Lessee's option, to be exercised in writing within 10 days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within 10 days after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the Base Rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation paid by the condemnor for Lessee's relocation expenses, loss of business goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility Installations made to the Premises by Lessee, for purposes of Condemnation only, shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is payable therefor. In the event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any damage to the Premises caused by such Condemnation. 15.Brokerage Fees. 15.1 Additional Commission.In addition to the payments owed pursuant to Paragraph 1.9 above, Lessor agrees that: (a) if Lessee exercises any Option, (b) if Lessee or anyone affiliated with Lessee acquires any rights to the Premises or other premises owned by Lessor and located within the same Project, if any, within which the Premises is located, (c) if Lessee remains in possession of the Premises, with the consent of Lessor, after the expiration of this Lease, or (d) if Base Rent is increased, whether by agreement or operation of an escalation clause herein, then, Lessor shall pay Brokers a fee in accordance with the fee schedule of the Brokers in effect at the time the Lease was executed. The provisions of this paragraph are intended to supersede the provisions of any earlier agreement to the contrary. 15.2 Assumption of Obligations.Any buyer or transferee of Lessor's interest in this Lease shall be deemed to have assumed Lessor's obligation hereunder. Brokers shall be third party beneficiaries of the provisions of Paragraphs 1.9, 15, 22 and 31. If Lessor fails to pay to Brokers any amounts due as and for brokerage fees pertaining to this Lease when due, then such amounts shall accrue Interest. In addition, if Lessor fails to pay any amounts to Lessee's Broker when due, Lessee's Broker may send written notice to Lessor and Lessee of such failure and if Lessor fails to pay such amounts within 10 days after said notice, Lessee shall pay said monies to its Broker and offset such amounts against Rent. In addition, Lessee's Broker shall be deemed to be a third party beneficiary of any commission agreement entered into by and/or between Lessor and Lessor's Broker for the limited purpose of collecting any brokerage fee owed. 15.3 Representations and Indemnities of Broker Relationships.Lessee and Lessor each represent and warrant to the other that it has had no dealings with any person, firm, broker, agent or finder (other than the Brokers and Agents, if any) in connection with this Lease, and that no one other than said named Brokers and Agents is entitled to any commission or finder's fee in connection herewith. Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions of the indemnifying Party, including any costs, expenses, attorneys' fees reasonably incurred with respect thereto. PAGE 13 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 90 16.Estoppel Certificates. (a) Each Party (as "Responding Party") shall within 10 days after written notice from the other Party (the "Requesting Party") execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current "Estoppel Certificate"form published by the AIR Commercial Real Estate Association, plus such additional information, confirmation and/or statements as may be reasonably requested by the Requesting Party. (b) If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, the Requesting Party may execute an Estoppel Certificate stating that: (i) the Lease is in full force and effect without modification except as may be represented by the Requesting Party, (ii) there are no uncured defaults in the Requesting Party's performance, and (iii) if Lessor is the Requesting Party, not more than one month's rent has been paid in advance. Prospective purchasers and encumbrancers may rely upon the Requesting Party's Estoppel Certificate, and the Responding Party shall be estopped from denying the truth of the facts contained in said Certificate. In addition, Lessee acknowledges that any failure on its part to provide such an Estoppel Certificate will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, should the Lessee fail to execute and/or deliver a requested Estoppel Certificate in a timely fashion the monthly Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater for remainder of the Lease. The Parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to provide the Estoppel Certificate. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to provide the Estoppel Certificate nor prevent the exercise of any of the other rights and remedies granted hereunder. (c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall within 10 days after written notice from Lessor deliver to any potential lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, including but not limited to Lessee's financial statements for the past 3 years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth. 17.Definition of Lessor.The term "Lessor"as used herein shall mean the owner or owners at the time in question of the fee title to the Premises, or, if this is a sublease, of the Lessee's interest in the prior lease. In the event of a transfer of Lessor's title or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined. 18.Severability.The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof. 19.Days.Unless otherwise specifically indicated to the contrary, the word "days" as used in this Lease shall mean and refer to calendar days. 20.Limitation on Liability.The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor or its partners, members, directors, officers or shareholders, and Lessee shall look to the Premises, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor's partners, members, directors, officers or shareholders, or any of their personal assets for such satisfaction. 21.Time of Essence.Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties under this Lease. 22.No Prior or Other Agreements; Broker Disclaimer.This Lease contains all agreements between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each represents and warrants to the Brokers that it has made, and is relying solely upon, its own investigation as to the nature, quality, character and financial responsibility of the other Party to this Lease and as to the use, nature, quality and character of the Premises. Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either Party. 23.Notices. 23.1 Notice Requirements.All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered in person (by hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission, and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23. The addresses noted adjacent to a Party's signature on this Lease shall be that Party's address for delivery or mailing of notices. Either Party may by written notice to the other specify a different address for notice, except that upon Lessee's taking possession of the Premises, the Premises shall constitute Lessee's address for notice. A copy of all notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate in writing. 23.2 Date of Notice.Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed given 72 hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight courier that guarantees next day delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. Notices delivered by hand, or transmitted by facsimile transmission or by email shall be deemed delivered upon actual receipt. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day. 24.Waivers. (a) No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition hereof. Lessor's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor's consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent. PAGE 14 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 91 (b) The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of moneys or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Lessor at or before the time of deposit of such payment. (c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATED THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH THIS LEASE. 25.Disclosures Regarding The Nature of a Real Estate Agency Relationship. (a) When entering into a discussion with a real estate agent regarding a real estate transaction, a Lessor or Lessee should from the outset understand what type of agency relationship or representation it has with the agent or agents in the transaction. Lessor and Lessee acknowledge being advised by the Brokers in this transaction, as follows: (i)Lessor's Agent. A Lessor's agent under a listing agreement with the Lessor acts as the agent for the Lessor only. A Lessor's agent or subagent has the following affirmative obligations:To the Lessor: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessor.To the Lessee and the Lessor: a. Diligent exercise of reasonable skills and care in performance of the agent's duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (ii)Lessee's Agent. An agent can agree to act as agent for the Lessee only. In these situations, the agent is not the Lessor's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Lessor. An agent acting only for a Lessee has the following affirmative obligations.To the Lessee: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessee.To the Lessee and the Lessor: a. Diligent exercise of reasonable skills and care in performance of the agent's duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (iii)Agent Representing Both Lessor and Lessee. A real estate agent, either acting directly or through one or more associate licenses, can legally be the agent of both the Lessor and the Lessee in a transaction, but only with the knowledge and consent of both the Lessor and the Lessee. In a dual agency situation, the agent has the following affirmative obligations to both the Lessor and the Lessee: a. A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Lessor or the Lessee. b. Other duties to the Lessor and the Lessee as stated above in subparagraphs (i) or (ii). In representing both Lessor and Lessee, the agent may not, without the express permission of the respective Party, disclose to the other Party confidential information, including, but not limited to, facts relating to either Lessee's or Lessor's financial position, motivations, bargaining position, or other personal information that may impact rent, including Lessor's willingness to accept a rent less than the listing rent or Lessee's willingness to pay rent greater than the rent offered. The above duties of the agent in a real estate transaction do not relieve a Lessor or Lessee from the responsibility to protect their own interests. Lessor and Lessee should carefully read all agreements to assure that they adequately express their understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional. Both Lessor and Lessee should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transaction can be complex and subject to change. (b) Brokers have no responsibility with respect to any default or breach hereof by either Party. The Parties agree that no lawsuit or other legal proceeding involving any breach of duty, error or omission relating to this Lease may be brought against Broker more than one year after the Start Date and that the liability (including court costs and attorneys' fees), of any Broker with respect to any such lawsuit and/or legal proceeding shall not exceed the fee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitation on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker. (c) Lessor and Lessee agree to identify to Brokers as "Confidential" any communication or information given Brokers that is considered by such Party to be confidential. 26.No Right To Holdover.Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. In the event that Lessee holds over, then the Base Rent shall be increased to 150% of the Base Rent applicable immediately preceding the expiration or termination. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee. 27.Cumulative Remedies.No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 28.Covenants and Conditions; Construction of Agreement.All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. 29.Binding Effect; Choice of Law.This Lease shall be binding upon the Parties, their personal representatives, successors and assigns and be governed by the laws of the State in which the Premises are located. Any litigation between the Parties hereto concerning this Lease shall be initiated in the county in which the Premises are located. Signatures to this Lease accomplished by means of electronic signature or similar technology shall be legal and binding. 30.Subordination; Attornment; Non-Disturbance. 30.1 Subordination.This Lease and any Option granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecation or security device (collectively,"Security Device"), now or hereafter placed upon the Premises, to any and all advances made on the security thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as "Lender") shall have no liability or obligation to perform any of the obligations of Lessor under this Lease. Any Lender may elect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof to Lessee, whereupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation thereof. PAGE 15 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 92 30.2 Attornment.In the event that Lessor transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or termination of a Security Device to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions of Paragraph 30.3, attorn to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner for the remainder of the term hereof, or, at the election of the new owner, this Lease will automatically become a new lease between Lessee and such new owner, and (ii) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Lessor's obligations, except that such new owner shall not: (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) be subject to any offsets or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more than one month's rent, or (d) be liable for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner. 30.3 Non-Disturbance.With respect to Security Devices entered into by Lessor after the execution of this Lease, Lessee's subordination of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a "Non-Disturbance Agreement") from the Lender which Non-Disturbance Agreement provides that Lessee's possession of the Premises, and this Lease, including any options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premises. Further, within 60 days after the execution of this Lease, Lessor shall, if requested by Lessee, use its commercially reasonable efforts to obtain a Non-Disturbance Agreement from the holder of any pre-existing Security Device which is secured by the Premises. In the event that Lessor is unable to provide the Non-Disturbance Agreement within said 60 days, then Lessee may, at Lessee's option, directly contact Lender and attempt to negotiate for the execution and delivery of a Non-Disturbance Agreement. 30.4 Self-Executing.The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents; provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination, attornment and/or Non-Disturbance Agreement provided for herein. 31.Attorneys' Fees.If any Party or Broker brings an action or proceeding involving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term,"Prevailing Party"shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred. In addition, Lessor shall be entitled to attorneys' fees, costs and expenses incurred in the preparation and service of notices of Default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such Default or resulting Breach ($200 is a reasonable minimum per occurrence for such services and consultation). 32.Lessor's Access; Showing Premises; Repairs.Lessor and Lessor's agents shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable prior notice for the purpose of showing the same to prospective purchasers, lenders, or tenants, and making such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long as there is no material adverse effect to Lessee's use of the Premises. All such activities shall be without abatement of rent or liability to Lessee. 33.Auctions.Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor's prior written consent. Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction. 34.Signs.Lessor may place on the Premises ordinary "For Sale" signs at any time and ordinary "For Lease" signs during the last 6 months of the term hereof. Except for ordinary "for sublease" signs, Lessee shall not place any sign upon the Premises without Lessor's prior written consent. All signs must comply with all Applicable Requirements. 35.Termination; Merger.Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to continue any one or all existing subtenancies. Lessor's failure within 10 days following any such event to elect to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor's election to have such event constitute the termination of such interest. 36.Consents.All requests for consent shall be in writing. Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by or for the other Party, such consent shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs and expenses (including but not limited to architects', attorneys', engineers' and other consultants' fees) incurred in the consideration of, or response to, a request by Lessee for any Lessor consent, including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefor. Lessor's consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent. The failure to specify herein any particular condition to Lessor's consent shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given. In the event that either Party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in writing and in reasonable detail within 10 business days following such request. 37.Guarantor. 37.1 Execution.The Guarantors, if any, shall each execute a guaranty in the form most recently published by the AIR Commercial Real Estate Association. 37.2 Default.It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: (a) evidence of the execution of the guaranty, including the authority of the party signing on Guarantor's behalf to obligate Guarantor, and in the case of a corporate Guarantor, a certified copy of a resolution of its board of directors authorizing the making of such guaranty, (b) current financial statements, (c) an Estoppel Certificate, or (d) written confirmation that the guaranty is still in effect. PAGE 16 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 93 38.Quiet Possession.Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on Lessee's part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof. 39.Options.If Lessee is granted an Option, as defined below, then the following provisions shall apply: 39.1 Definition. "Option"shall mean: (a) the right to extend or reduce the term of or renew this Lease or to extend or reduce the term of or renew any lease that Lessee has on other property of Lessor; (b) the right of first refusal or first offer to lease either the Premises or other property of Lessor; (c) the right to purchase, the right of first offer to purchase or the right of first refusal to purchase the Premises or other property of Lessor. 39.2 Options Personal To Original Lessee.Any Option granted to Lessee in this Lease is personal to the original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises and, if requested by Lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or subletting. 39.3 Multiple Options.In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be exercised unless the prior Options have been validly exercised. 39.4 Effect of Default on Options. (a) Lessee shall have no right to exercise an Option: (i) during the period commencing with the giving of any notice of Default and continuing until said Default is cured, (ii) during the period of time any Rent is unpaid (without regard to whether notice thereof is given Lessee), (iii) during the time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or more notices of separate Default, whether or not the Defaults are cured, during the 12 month period immediately preceding the exercise of the Option. (b) The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee's inability to exercise an Option because of the provisions of Paragraph 39.4(a). (c) An Option shall terminate and be of no further force or effect, notwithstanding Lessee's due and timely exercise of the Option, if, after such exercise and prior to the commencement of the extended term or completion of the purchase, (i) Lessee fails to pay Rent for a period of 30 days after such Rent becomes due (without any necessity of Lessor to give notice thereof), or (ii) if Lessee commits a Breach of this Lease. 40.Multiple Buildings.If the Premises are a part of a group of buildings controlled by Lessor, Lessee agrees that it will abide by and conform to all reasonable rules and regulations which Lessor may make from time to time for the management, safety, and care of said properties, including the care and cleanliness of the grounds and including the parking, loading and unloading of vehicles, and to cause its employees, suppliers, shippers, customers, contractors and invitees to so abide and conform. Lessee also agrees to pay its fair share of common expenses incurred in connection with such rules and regulations. 41.Security Measures.Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of the Premises, Lessee, its agents and invitees and their property from the acts of third parties. 42.Reservations.Lessor reserves to itself the right, from time to time, to grant, without the consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, and to cause the recordation of parcel maps and restrictions, so long as such easements, rights, dedications, maps and restrictions do not unreasonably interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate any such easement rights, dedication, map or restrictions. 43.Performance Under Protest.If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment "under protest" and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such sum. If it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party shall be entitled to recover such sum or so much thereof as it was not legally required to pay. A Party who does not initiate suit for the recovery of sums paid "under protest" within 6 months shall be deemed to have waived its right to protest such payment. 44.Authority; Multiple Parties; Execution. (a) If either Party hereto is a corporation, trust, limited liability company, partnership, or similar entity, each individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf. Each Party shall, within 30 days after request, deliver to the other Party satisfactory evidence of such authority. (b) If this Lease is executed by more than one person or entity as "Lessee", each such person or entity shall be jointly and severally liable hereunder. It is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease, or other document ancillary thereto and bind all of the named Lessees, and Lessor may rely on the same as if all of the named Lessees had executed such document. (c) This Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 45.Conflict.Any conflict between the printed provisions of this Lease and typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions. 46.Offer.Preparation of this Lease by either Party or their agent and submission of same to the other Party shall not be deemed an offer to lease to the other Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto. 47.Amendments.This Lease may be modified only in writing, signed by the Parties in interest at the time of the modification. As long as they do not materially change Lessee's obligations hereunder, Lessee agrees to make such reasonable non-monetary modifications to this Lease as may be reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of the Premises. 48.Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT. 49.Arbitration of Disputes.An Addendum requiring the Arbitration of disputes between the Parties and/or Brokers arising out of this Lease is is not attached to this Lease. PAGE 17 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com X 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 94 50.Accessibility; Americans with Disabilities Act. (a) The Premises: Have not undergone an inspection by a Certified Access Specialist (CASp). Note: A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. Have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Premises met all applicable construction-related accessibility standards pursuant to California Civil Code §55.51 et seq. Lessee acknowledges that it received a copy of the inspection report at least 48 hours prior to executing this Lease and agrees to keep such report confidential. Have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Premises did not meet all applicable construction-related accessibility standards pursuant to California Civil Code §55.51 et seq. Lessee acknowledges that it received a copy of the inspection report at least 48 hours prior to executing this Lease and agrees to keep such report confidential except as necessary to complete repairs and corrections of violations of construction related accessibility standards. In the event that the Premises have been issued an inspection report by a CASp the Lessor shall provide a copy of the disability access inspection certificate to Lessee within 7 days of the execution of this Lease. (b) Since compliance with the Americans with Disabilities Act (ADA) and other state and local accessibility statutes are dependent upon Lessee's specific use of the Premises, Lessor makes no warranty or representation as to whether or not the Premises comply with ADA or any similar legislation. In the event that Lessee's use of the Premises requires modifications or additions to the Premises in order to be in compliance with ADA or other accessibility statutes, Lessee agrees to make any such necessary modifications and/or additions at Lessee's expense. LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES. ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR CRE OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO: 1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE. 2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE. WARNING: IF THE PREMISES IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES IS LOCATED. The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures. Executed at: Executed at: On: On: By LESSOR: By LESSEE: By: By: Name Printed: Name Printed: Title: Title: Phone: Phone: Fax:Fax: Email: Email: By: By: Name Printed: Name Printed: Title: Title: Phone: Phone: Fax: Fax: Email: Email: Address: Address: Federal ID No.: Federal ID No.: PAGE 18 OF 19 INITIALS INITIALS STG-27.40, Revised 11-25-2019© 2019 AIR CRE. All Rights Reserved. Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com X Stacey S. Dobos, as Trustee of the Stacey S. Dobos Trust Agreement Dated 11/26/03 Stacey Dobos Trustee City of South San Francisco 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01 8/16/2021 | 10:24:54 AM PDT DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 Mike Futrell City Manager August 19, 2021 | 9:11:58 AM PDT Rosa Govea Acosta City Clerk 95 BROKER BROKER Att: Att: Title:Title: Address: Address: Phone: Phone: Fax: Fax: Email: Email: Federal ID No.: Federal ID No.: Broker DRE License #: Broker DRE License #: Agent DRE License #:Agent DRE License #: AIR CRE * https://www.aircre.com * 213-687-8777 * contracts@aircre.com NOTICE: No part of the works may be reproduced in any form without permission in writing. PAGE 19 OF 19 INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. STG-27.40, Revised 11-25-2019 Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com SC Properties Bob Guglielmi 311 S Ellsworth Ave San Mateo, CA 94401 (650)398-0280 bob.guglielmi@scpropsm.com 00642075 NA NA 366 Grand- City of DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 96 ADDENDUM TO LEASE: by and between Stacey S. Dobos, as Trustee of the Stacey S. Dobos Trust Agreement Dated November 26, 2003 (hereafter referred to as “Lessor”) and the CITY OF SOUTH SAN FRANCISCO, a California municipal corporation (hereafter referred to as “Lessee”). This Addendum to Lease (“Addendum”) is incorporated into and made a part of that certain foregoing Standard Industrial/Commercial Single-Tenant Lease – Gross (the “Lease”) for the premises commonly known as 366 Grand Ave, South San Francisco, CA 94080 (the “Premises”). In the event of any conflict between the terms of the Lease and the terms of this Addendum, the terms of this Addendum shall prevail. 51. PAYMENT SCHEDULE: Commencing October 1, 2021 Base Rent shall be as follows: October 1, 2021 to October 31, 2021: $13,115.70 (Abated) November 1, 2021 to September 30, 2022: $13,115.70 per month October 1, 2022 to September 30, 2023: $13,529.88 per month October 1, 2023 to September 30, 2024: $13,944.06 per month October 1, 2024 – October 31, 2024 $14,362.38 per month Notwithstanding anything to the contrary in Paragraph 26 of the Lease, in the event that Lessee holds over beyond the expiration or termination of the Lease, Base Rent shall not be increased by 150% and shall remain $14,362.38 per month, and the tenancy shall continue on the same terms of the Lease, except that either Party may terminate the tenancy by serving a written ninety (90) day notice to the other party. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee. Furthermore, if Lessee fails to surrender the Premises to Lessor upon the expiration or termination of the Lease, Lessee shall hold Lessor harmless from all damages resulting from Lessee’s failure to surrender the Premises, including but not limit ed to claims made by succeeding tenant(s). 52. CONDITION OF THE PREMISES, LESSEE’S DUE DILIGENCE PERIOD, AND LESSEE’S TERMINATION RIGHT. (A) Notwithstanding anything to the contrary in the Lease, including but not limited to Paragraphs 2.2 and 2.3, except for the Tenant Improvements identified below, Lessor shall deliver the Premises to Lessee, and Lessee understands that it takes possession of the Premises, in its as-is-, where-is condition without representation or warranty of any kind by Lessor. By entry hereunder, Lessee shall be deemed to have accepted the Premises as being in good, sanitary order, condition, and repair. Notwithstanding the foregoing, Lessor shall ensure that, no later than six (6) months after the Commencement Date, the parking at the Premises, the entrances to the Premises, and the exterior signage at the Premises is compliant with the current requirements of the Americans with Disabilities Act (42 U.S.C. chapter 126) (“ADA”). Lessor shall have no obligation to ensure that any other portion of the Premises, including but not limited to the bathrooms at the Premises, are ADA-compliant; should any alterations be necessary to any other portion of the Premises, including but not limited to the bathrooms, to ensure ADA-compliance, Lessee shall undertake all necessary alterations at its sole cost and expense. (B) Lessee shall have thirty (30) business days from mutual execution of the Lease (the “Due Diligence Period”) to satisfy itself as to the physical condition of the Premise s. During the Due Diligence Period, Lessee and its designated agents, contractors, engineers, architects, and consultants (collectively “Lessee’s Agents”) shall have the right, at Lessee’s sole risk and liability, to enter onto and investigate the physical condition of the Premises. All aspects of Lessee’s due diligence inspection and review of the Premises shall be performed at Lessee’s sole expense, risk, and liability. To the extent permitted by law, information obtained by Lessee shall remain confidential and shall not be furnished or disclosed to any third party (other than Buyer’s Agents) except that any physical conditions discovered by Lessee shall be disclosed to Lessor. (C) Lessee shall indemnify, defend, and hold Lessor harmless for, from, and against any and all claims, damages, costs, liabilities, and losses that Lessor suffers arising out of any entry to the Premises or conduct taken by Lessee or Lessee’s Agents during the Due Diligence Period. This indemnity provision shall survive the expiration or termination of the Lease. DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 97 (D) If Lessee disapproves of any aspect of the physical condition of the Premises during the Due Diligence Period, Lessee shall have the right to terminate the Lease by written notice to Lessor during the Due Dilige nce Period. Such termination right is contingent upon Lessee repairing any damage to the Premises caused by Lessee or Lessee’s Agents during the Due Diligence Period and restoring the Premises to the condition existing prior to any testing or inspection by Lessee or Lessee’s Agents, all at Lessee’s sole cost and expense. If Lessee does not notify Lessor in writing prior to the expiration of the Due Diligence Period of its disapproval of the physical condition of the Premises and election to terminate the Lease, Lessee shall be deemed to have approved of the physical condition of the Premises and shall have no further right to terminate the Lease. 53. EARLY POSSESSION: So long as Lessee does not interfere with Tenant Improvement work described below, Lessee may enter Premises upon expiration of the Due Diligence Period for the sole purpose of installing furniture, fixtures and equipment. Such early possession shall be at no cost to Lessee. 54. TENANT IMPROVEMENTS: Lessor, at Lessor’s sole cost and expense, shell deliver the Premises with all building systems in good working order and shall complete the following Tenant Improvements (the “Tenant Improvements”) prior to the Commencement Date: • Furnish the Premises with a brand new, heating ventilation and air conditioning system (HVAC) in amounts necessary for the use and occupancy of the Premises for normal office purposes. Notwithstanding anything to the contrary herein, the Parties acknowledge that Lessor will not be able to complete installation of a new HVAC prior to the Commencement Date. Lessor shall make all reasonable efforts to complete installation of the HVAC by December 1, 2021 but shall not be subject to any liability whatsoever if the installation of the HVAC is not completed prior to the Commencement Date or December 1, 2021 and Lessee shall not be entitled to any offsets, abatement or reduction of Rent if such installation is not completed by the Commencement Date or by December 1, 2021, nor shall Lessee be entitled to any allowance for a dimunition of rental value or interruption of business if installation of the HVAC occurs after the Commencement Date or December 1, 2021. • Replace all existing carpet with new carpet throughout the Premises based on a mutually agreeable plan with Lessee. • Clean and paint all interior walls based on a mutually agreeable plan with Lessee. In addition, Lessor shall provide Lessee a Tenant Improvement Allowance of up to ten thousand dollars ($10,000.00) to be applied towards the soft and hard costs of alterations to the Premises completed by Lessee prior to the Commencement Date (the “Tenant Improvement Allowance”). The Tenant Improvement Allowance shall be equal to the soft and hard costs of alterations to the Premises completed by Lessee prior to the Commencement Date (though not to exceed $10,000) and provided to Lessee as a credit against a portion of one (1) month’s Base Rent, to be applied following both (1) completion of such alterations by Lessee and (2) Lessor’s receipt of receipts and paid bills covering the labor and materials for such alterations. 55. BONUS RENT: Any rent or other consideration paid to Lessee under any sublease or assignment in excess of the Rent payable by Lessee to Lessor shall be split 50/50 between Lessor and Lessee. Such “bonus rent” shall constitute Rent due from Lessee and shall be due and payable immediately upon receipt by Lessee. 56. ASSIGNMENT AND SUBLETTING: Lessor’s consent to any assignment or subletting shall not be unreasonably withheld. Without limiting the other instances in which it may be reasonable for Lessor to withhold Lessor’s consent to an assignment or subletting, Lessor and Lessee acknowledge that it shall be reasonable for Lessor to withhold Lessor’s consent in the following instances: if the proposed assignee or subtenant does not agree to be bound by and assume the obligations of Lessee under this Lease in form and substance satisfactory to Lessor; the use of the Premises by such proposed assignee or subtenant is different than the Agreed Use hereunder or would violate any laws; the proposed assignee or subtenant is not of sound financial condition as determined by Lessor in Lessor’s sole and absolute discretion; the proposed assignee or subtenant is a governmental agency; the proposed assignee or subtenant does not have a good reputation as a tenant of property or a good business reputation; the assignment or subletting would entail any alt erations which would lessen the value of the leasehold improvements in the Premises or use of any Hazardous Substances or other noxious use or use which may disturb other tenants; or Lessee is in default of any obligation of Lessee under the Lease, or Lessee has defaulted under this Lease on three (3) or more separate occasions during any twelve (12) months preceding the date that Lessee shall request consent. Failure by or refusal of Lessor to consent to a proposed assignee or subtenant shall not cause a termination of the Lease. DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 98 57. FORCE MAJEURE: (a) Definition. An event of “Force Majeure” is an event or circumstance which is beyond the control and without the fault or negligence of the party affected and which by the exercise of reasonable diligence the party affected was unable to prevent or foresee provided that event or circumstance is not preexisting as of the execution of this Lease, and is limited to the following: (a) riot, war, invasion, act of foreign enemies, hostilities (whether war be declared or not) acts of terrorism, civil war, rebellion, revolution, insurrection of military or usurped power, requisition or compulsory acquisition by any governmental or competent authority; (b) ionizing radiation or contamination, radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel, radioactive toxic explosive, or other hazardous properties of any explosive assembly or nuclear component; (c) pressure waves caused by aircraft or other aerial devices traveling at sonic or supersonic speeds; (d) earthquakes, flood, or fire or other physical natural disaster, but excluding weather conditions regardless of severity; (e) events of mass contagion that are classified as a pandemic by the World Heath Organization; and (f) strikes at state or national level or industrial disputes at a state or national level, or strike or industrial disputes by labor not employed by the affected party, its subcontractors, or its suppliers, and which affect an essential portion of the obligation to be performed by the affected party but excluding any industrial dispute which is specific to Tenant’s business or employees. (b) Occurrence. Neither party is responsible for any failure to perform its obligations under this Lease, if it is prevented or delayed in performing those obligations by an event of Force Majeure. Where there is an event of Force Majeure, the party prevented from or delayed in performing its obligations under this Lease shall immediately notify the other party giving full particulars of the event of Force Majeure and the reasons for the event of Force Majeure preventing that party from, or delaying that party in performing its obligations under this Lease and that party must use its reasonable efforts to mitigate the effect of the event of Force Majeure upon its or their performance of the Lease and to fulfill its or their obligations under the Lease. Upon completion of the event of Force Majeure the party affected must as soon as reasonably practicable recommence the performance of its obligations under this Lease. An event of Force Majeure does not relieve a party from liability for an obligation which arose before the occurrence of that event, nor does that event affect the obligation to pay money in a timely manner which matured prior to the occurrence of that event. Notwithstanding any of the foregoing, a Force Majeure event shall not excuse Lessee’s obligation to timely pay Rent as and when required under this Lease. The Parties hereby waive the provisions of Civil Code Section 1511 to the extent they are inconsistent with this Article 57. 58. INSURANCE: Lessee shall name both Lessor and SC Property Management Inc. as additional insured on the Commercial General Liability insurance policy required to be obtained and kept in force by Lessee, as follows: LESSOR: Stacey S. Dobos, as Trustee of the Stacey S. Dobos Trust Agreement Dated November 26, 2003 c/o SC Property Management Inc. 311 S Ellsworth Ave San Mateo, CA 94401 Management Company: SC Property Management Inc. 311 S Ellsworth Ave San Mateo, CA 94401 59. PARKING: Lessee shall have the right to utilize the entire parking lot on the Premises. Lessee is responsible, at its sole cost and expense, for restricting access to the lot to Lessee and its invitees and installing any additional gates, chains etc to restrict access. Lessee is also responsible, at its sole cost and expense, to maintain and repair the parking lot, to install reserved parking signage in the lot, and to monitor access and towing cars. DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 99 60. JANITORIAL SERVICE: So long as Lessee is in not default of its Lease obligations, Lessor will credit Lessee $500 per month against Base Rent for janitorial services. Lessee shall be responsible for contracting with and overseeing their own janitorial service for the Premises. 61. SIGNS. Upon Lessor’s prior written consent, Lessee may install signage at the Premises, at its sole cost and expense and in compliance with all Applicable Requirements. Lessee shall, at the expiration or earlier termination of the Lease, remove its signage and repair any damage to the Premises caused by installation or removal of signage at its sole cost and expense. 62. SECURITY DEPOSIT. The Security Deposit may, at the option of Lessor, be used for the payment of future unpaid Rent, and the Parties waive the provisions of California Civil Code Section 1950.7 (or any similar statute or regulation) which limits the sums to which the Security Deposit may be applied. 63. HVAC, WALLS, ROOF, EXTERIOR PAINT. Notwithstanding anything to the contrary in Section 7.1 of the Lease, Lessor shall maintain the HVAC equipment and the exterior paint at the Premises in good order, condition, and repair. Should Lessor procure a maintenance contract with a contractor for maintenance or repair of the HVAC equipment, the building walls, the roof or for exterior paint, Lessee shall allow access to the Premises by, and cooperate with, such contractor for any necessary inspection or maintenance. 64. BROKER. Lessee has not retained a broker, has not consulted with a Lessee-retainer broker, nor intends to pay any broker fees. By Lessor: Stacey S. Dobos, as Trustee of the Stacey S. Dobos Trust Agreement Dated November 26, 2003 Name________________________________ Signature_____________________________ Date_________________________________ By Lessee: City of South San Francisco, a California municipal corporation Name_____________________________ Signature __________________________ Date______________________________ DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01 Stacey Dobos 8/16/2021 | 10:24:54 AM PDT DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 August 19, 2021 | 9:11:58 AM PDT Mike Futrell Rosa Govea Acosta City Clerk 100 366 Grand Ave- Plot Plan DocuSign Envelope ID: 4CDAC366-01B0-454B-9C86-A697B506CC01DocuSign Envelope ID: 7423D0E7-5169-43D4-8552-653A176A7351 101 1 EXHIBIT B FIRST AMENDMENT TO THE LEASE AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND STACEY S. DOBOS TRUST FOR USE OF 366 GRAND AVENUE IN SOUTH SAN FRANCISCO THIS FIRST AMENDMENT TO THE LEASE AGREEMENT is made at South San Francisco, California, as of July 24, 2024 by and between THE CITY OF SOUTH SAN FRANCISCO (“City”), a municipal corporation, and the Stacey S. Dobos Trust (“Property Owner”) (sometimes referred together as the “Parties”) who agree as follows: RECITALS A. On July 12, 2021, City and Property Owner entered that certain Lease Agreement (“Lease”) whereby Property Owner agreed to lease the commercial property at 366 Grand Avenue to the City of South San Francisco for purposes of opening the Economic Advancement Center. A true and correct copy of the Agreement is attached hereto and incorporated herein as Exhibit A. B. City and Property Owner now desire to amend the Lease. NOW, THEREFORE, for and in consideration of the promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Property Owner hereby agree as follows: 1. All terms which are defined in the Agreement shall have the same meaning when used in this Amendment, unless specifically provided herein to the contrary. 2. Section 1.3: Term. The term of the Lease shall be extended to expire on April 30, 2025. 3. Section 1.6(a): Base Rent. The base rent shall be amended to be $16,567 per month. 4. Section 12.2: Terms and Conditions Applicable to Assignment and Subletting. Notwithstanding any provisions of Section 12.2 to the contrary, the City as the Lessee shall be permitted to sublet or assign the Premises with written consent from Property Owner, which consent to any such assignment or subletting shall not be unreasonably withheld. The Parties further acknowledge and agree that the City intends to sublease a portion or the entirety of the Premises to City-related nonprofit organizations and other related entities. All other terms, conditions and provisions in the Lease remain in full force and effect. If there is a conflict between the terms of this Amendment and the Lease, the terms of the Lease will control unless specifically modified by this Amendment. [SIGNATURES ON THE FOLLOWING PAGE] 102 2 EXHIBIT B Dated: CITY OF SOUTH SAN FRANCISCO PROPERTY OWNER By: By: City Manager ATTEST: By: ___________________________ City Clerk Approved as to Form: By: City Attorney 103 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-736 Agenda Date:7/24/2024 Version:1 Item #:14. Report regarding a resolution of the City Council of the City of South San Francisco authorizing the acceptance of an Infill Infrastructure Grant Program of 2019 Program Award in an amount not to exceed $28,817,500 for the SSF PUC Housing Project.(Nell Selander, Economic & Community Development Director) RECOMMENDATION Staff recommends City Council adopt a resolution of the City Council of the City of South San Francisco authorizing the acceptance of an Infill Infrastructure Grant Program of 2019 Program Award in an amount not to exceed $28,817,500 for the SSF PUC Housing Project. BACKGROUND/DISCUSSION In 2022,the City applied for an Infill Infrastructure Grant (IIG)from the California Department of Housing and Community Development (HCD)to support the construction of the infrastructure and affordable housing component of the PUC Project,to be built by L37/KASA and BRIDGE Housing.The PUC Project includes 800 housing units (of which 158 units will be affordable),publicly accessible open space,a new bridge over Colma Creek connecting Mission Road to Civic Campus Way,a childcare center serving over 75 children,and a market hall with neighborhood serving retail. The City applied for $28.8 million in IIG funding. Pursuant to a conditional award letter dated February 9,2023,the City was awarded $28,817,500.Staff recommends that Council take action to accept that award and authorize the City Manager to enter into a Standard Agreement with HCD to secure the nearly $29 million award.Once the Standard Agreement is executed,the City will negotiate a Disbursement Agreement with HCD that details how the funding will flow to the City.The City will similarly enter into disbursement agreements with L37/KASA and BRIDGE to deliver the eligible project components,including infrastructure such as the bridge over Colma Creek,parking facilities, and components of the affordable housing building. FISCAL IMPACT There is no fiscal impact to the City’s General Fund of approving the associated resolution.Accepting this IIG award will accelerate the development of affordable housing in South San Francisco. CONCLUSION Staff recommends City Council adopt a resolution of the City Council of the City of South San Francisco authorizing the acceptance of an Infill Infrastructure Grant Program of 2019 Program Award in an amount not to exceed $28,817,500 for the SSF PUC Housing Project. City of South San Francisco Printed on 7/19/2024Page 1 of 1 powered by Legistar™104 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-685 Agenda Date:7/24/2024 Version:1 Item #:14a. Resolution of the City Council of the City of South San Francisco authorizing the acceptance of an Infill Infrastructure Grant Program of 2019 Program Award in an amount not to exceed $28,817,500 for the SSF PUC Housing Project. WHEREAS,the California Department of Housing and Community Development ("Department"),has issued a Notice of Funding Availability (“NOFA”)dated June 16,2022,pursuant to the Infill Infrastructure Grant Program of 2019 (“Program”)established by Health and Safety Code section 53559,et seq,and implemented by the Infill Infrastructure Grant Program Small Jurisdiction Set Aside and Qualifying Infill Areas Final Guidelines issued June 16,2022 (“Guidelines”).The Program provides grant assistance available as gap funding for Capital Improvement Projects,which are an integral part of,or necessary to facilitate the development of, a Qualifying Infill Project or Qualifying Infill Area; and WHEREAS,the City of South San Francisco,a municipal corporation (“Public Entity”),submitted an application to the Department in response to the NOFA (the “Application”)and based on the Application,the Department made an award of Program funds (the “Program Award”)pursuant to that certain conditional award letter, dated February 9, 2023. NOW,THEREFORE,IT IS RESOLVED,by the City Council of the Public Entity that the Public Entity is hereby authorized and directed to accept and incur an obligation for the Program Award in an amount not to exceed $28,817,500,and to enter into,execute,and deliver an STD 213,Standard Agreement (the “Standard Agreement”),and any and all other documents required or deemed necessary or appropriate to secure the Program Award from the Department and to participate in the Program,including,but not limited to,an affordable housing covenant,a performance deed of trust,a disbursement agreement,and all amendments thereto (collectively, the “Program Award Documents”). RESOLVED FURTHER:That the City Manager or their designee is hereby authorized to execute the Program Award Documents on behalf of the Public Entity. RESOLVED FURTHER: That this resolution shall take effect immediately upon its passage. Passed and adopted, effective as of July 24, 2024 by the consent of the Members of the City Council of the Public Entity by the following vote: _____ AYES _____ NAYS City of South San Francisco Printed on 7/25/2024Page 1 of 2 powered by Legistar™105 File #:24-685 Agenda Date:7/24/2024 Version:1 Item #:14a. _____ ABSTAIN _____ ABSENT SIGNATURE TITLE DATE CERTIFICATE OF THE [SECRETARY/CLERK] OF THE PUBLIC ENTITY The undersigned,Clerk of the Public Entity,does hereby attest and certify that the foregoing is a true,full and correct copy of a resolution that was duly adopted by the Public Entity’s governing body on July 24,2025,and that the resolution has not been altered, amended, modified, repealed, rescinded, or annulled. DATE: _____________________________________________________ Rosa Govea Acosta, City Clerk ***** City of South San Francisco Printed on 7/25/2024Page 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 #:24-675 Agenda Date:7/24/2024 Version:1 Item #:15. Report regarding two resolutions approving amendments to the Consulting Services Agreements with Michael Baker International for administrative support for the City’s for-sale below market rate housing program and Community Development Block Grant program.(Elia Moreno,Housing Management Analyst 1 and Alvina Condon,Housing Management Analyst II) RECOMMENDATION Staff recommends that the City Council adopt two resolutions authorizing the City Manager to execute: 1.A Third Amendment to the Consulting Services Agreement with Michael Baker International,Inc.to extend the agreement for administrative support for the City of South San Francisco’s Affordable Housing Program through December 31,2025 and to increase the amount by $49,000 for a total amount not to exceed $199,000; and 2.A Second Amendment to the Consulting Services Agreement with Michael Baker International,Inc.to extend the agreement for administrative support for the City of South San Francisco’s Community Development Block Grant (CDBG)program through December 31,2025 and to increase the amount by $40,000 for a total amount not to exceed $180,000. BACKGROUND In 2021,the Economic and Community Development Department issued a Request for Proposals (RFP)to seek a consultant to support the City’s Affordable Housing Program,and also issued a Request for Qualifications (RFQ)for on- call Economic Development and Housing services,including administrative support for the CDBG program.A single firm,Michael Baker International,Inc.(MBI),was selected from the Affordable Housing Program procurement.While one other firm responded,MBI’s response was the most tailored to the City’s program and included the best price proposal.Several firms,including MBI,were selected from the on-call Economic Development and Housing procurement to assist the City with myriad projects,such as acquisition of property,financial feasibility analyses,CDBG administration,and more.Staff intends to issue RFPs and RFQs in the coming year to renew procurement for these services. DISCUSSION Both contracts with MBI have neared the limit of the City Manager’s signing authority -$150,000 -while the firm’s services are still needed to administer the City’s for-sale below market rate housing program and the City’s CDBG program.Staff recommends amending both contracts to extend them to December 31,2025 and increase their not to exceed amounts. Affordable Housing Program Consulting Services Agreement In September 2021,the City issued the RFP to seek a consultant to support the City’s Affordable Housing Program through administrative,technical,and affordable housing management.The City entered into an agreement with MBI on January 24, 2022 for the not to exceed amount of $85,000. On January 5,2023,the City and MBI agreed to a first amendment to the agreement where the date for completion of work was extended.On May 30,2023,a second amendment to the agreement was executed to increase the contract amount up to $150,000. The term of service outlined in the second amendment to the agreement ended on June 30, 2024. The RFP contemplated a four-year consulting services term,beginning in 2021 and extending to 2025.Due to an increase of BMR resales within the City,staff is recommending an amendment to continue receiving administrative and technical support for the affordable housing program.Between March 2024 and June 2024,staff received a total of seven inquiries, City of South San Francisco Printed on 7/19/2024Page 1 of 2 powered by Legistar™107 File #:24-675 Agenda Date:7/24/2024 Version:1 Item #:15. support for the affordable housing program.Between March 2024 and June 2024,staff received a total of seven inquiries, or Notices of Intent to Transfer,for the resale of BMR properties within the City.This is substantially higher than in past years and therefore the consultant support provided by MBI is necessary to facilitate these resales in a timely manner,and in compliance with the City’s regulatory agreements. At this time,staff recommends amending the consulting services agreement with MBI to extend the term of the agreement to December 31, 2025 and increase the amount by $49,000 for a total not to exceed amount of $199,000. Community Development Block Grant (CDBG) Consultant Services Agreement In March 2021,the City issued the RFQ to seek as-needed,on-call Economic Development and Housing consulting services,including CDBG administration.Specifically,CDBG services were required for the successful administration and management of the federal grant funds,environmental review and labor compliance services,providing technical assistance in developing the Five-Year Consolidated Plan (ConPlan),Annual Action Plan (AAP),Consolidated Annual Performance Evaluation Report (CAPER),Assessment of Fair Housing (AFH),and assisting with Integrated Disbursement and Information System (IDIS) maintenance. The City entered into an agreement with MBI on April 28,2021 for an amount not to exceed $140,000.On April 29, 2023,the City and MBI entered into a first amendment to the agreement to extend the term of the agreement to April 28, 2024.Due to continued assistance needed for CDBG administration and management,staff recommends a second amendment to the agreement,extending the term of the agreement to December 31,2025 and increasing the amount of the contract by $40,000 for a total not to exceed amount of $180,000. The draft amendments and scopes of services are included as attachments to the corresponding resolutions. FISCAL IMPACT The Affordable Housing Program consulting services agreement is paid for from the Housing Trust Fund (Fund 205). There are sufficient funds to pay these administrative costs and there is no impact to the General Fund associated with adopting the associated resolution. Expenses incurred under the CDBG Program consulting services agreement are reimbursed by CDBG administrative funds in Fund 222. Sufficient funds have been budgeted to pay for these administrative costs. CONCLUSION Staff recommends that the City Council adopt two resolutions authorizing the City Manager to execute a Third Amendment to the Consulting Services Agreement with MBI to extend the agreement for administrative support for the City’s Affordable Housing Program through December 31,2025 and to increase the amount by $49,000 for a total amount not to exceed $199,000 and a Second Amendment to the Consulting Services Agreement with MBI to extend the agreement for administrative support for the City’s CDBG program through December 31,2025 and to increase the amount by $40,000 for a total amount not to exceed $180,000. City of South San Francisco Printed on 7/19/2024Page 2 of 2 powered by Legistar™108 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-676 Agenda Date:7/24/2024 Version:1 Item #:15a. Resolution approving a Third Amendment to the Consulting Services Agreement with Michael Baker International,Inc. to extend the agreement for administrative support for the City of South San Francisco’s Affordable Housing Program through December 31, 2025 and to increase the amount by $49,000 for a total amount not to exceed $199,000. WHEREAS,the City issued a Request for Proposals (RFP)to seek a consultant to support the City’s Affordable Housing Program through administrative, technical, and affordable housing management on September of 2021; and WHEREAS, the City entered into an agreement with Michael Baker International, Inc. (MBI) on January 24, 2022; and WHEREAS,the City and MBI agreed to a First Amendment to the agreement extended the date for completion of work on January 5, 2023; and WHEREAS,the City and MBI agreed to a Second Amendment to the agreement extending the date for completion of work and increasing the contract amount up to $150,000 on May 30, 2023; and WHEREAS,the City and MBI wish to enter into a Third Amendment to continue receiving administrative and technical support from MBI due to an increase in Below Market Rate (BMR) resales within the City. NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco hereby approves a Third Amendment to the consulting services agreement with Michael Baker International,Inc.attached hereto and incorporated herein as Exhibit A for an extended period ending on December 31,2025 and to increasing the amount by $49,000 for a total amount not to exceed $199,000. BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco authorizes the City Manager to execute the Third Amendment in substantially the same form as Attachment 1,and to make any revisions,amendments, corrections,and modifications,subject to the approval of the City Attorney,deemed necessary to carry out the intent of this Resolution and which do not materially alter or increase the City’s obligations thereunder. BE IT FURTHER RESOLVED that the City Manager is authorized to take any related action reasonably necessary to carry out the intent of this Resolution. Attachment: Exhibit A - Third Amendment to the Consulting Services Agreement with Michael Baker International, Inc. ***** City of South San Francisco Printed on 7/25/2024Page 1 of 1 powered by Legistar™109 THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND MICHAEL BAKER INTERNATIONAL, INC. THIS THIRD AMENDMENT TO THE CONSULTING SERVICES AGREEMENT is made at South San Francisco, California, as of June 1, 2024 by and between THE CITY OF SOUTH SAN FRANCISCO (“City”), a municipal corporation, and MICHAEL BAKER INTERNATIONAL, INC. (“Contractor”), (sometimes referred together as the “Parties”) who agree as follows: RECITALS A. On January 5, 2022, City and Contractor entered that certain Consulting Services Agreement (“Agreement”) whereby Contractor agreed to Economic Development and Housing services. A true and correct copy of the Agreement and its exhibits is attached as Exhibit A. B. On January 5, 2023, City and Contractor agreed to a First Amendment to the Agreement whereby the date for the completion of work was extended. A true and correct copy of the Agreement and its exhibits is attached as Exhibit A. C. On May 30, 2023, City and Contractor agreed to a Second Amendment to the Agreement whereby the date for the completion of work was extended. A true and correct copy of the Agreement and its exhibits is attached as Exhibit A. D. City and Contractor now desire to amend the Agreement. NOW, THEREFORE, for and in consideration of the promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Contractor hereby agree as follows: 1. All terms which are defined in the Agreement shall have the same meaning when used in this Amendment, unless specifically provided herein to the contrary. 2. Section 1: Term. The January 5, 2023 end date for the term of services identified in Section 1 of the Agreement is hereby replaced with December 31, 2025. 3. Section 2: Compensation. The not to exceed amount of eighty- five thousand dollars ($85,000) identified in Section 2 of the Agreement shall be amended such that the City agrees to pay Contractor a sum not to exceed one hundred ninety-nine thousand dollars ($199,00), with the understanding that up to one hundred fifty thousand dollars ($150,000) has already been paid to Contractor. Contractor agrees this is the City’s total contribution for payment of costs under the Agreement unless additional payments are authorized in ac cordance with the terms of the Agreement and said terms of payment are mutually agreed to by and between the parties in writing. 4. Scope of Services. The Scope of services is amended and attached as Exhibit B to this Amendment. DR A F T EXHIBIT A 110 All other terms, conditions and provisions in the Agreement remain in full force and effect. If there is a conflict between the terms of this Amendment and the Agreement, the terms of the Agreement will control unless specifically modified by this Amendment. [SIGNATURES ON THE FOLLOWING PAGE] DR A F T 111 Dated: CITY OF SOUTH SAN FRANCISCO CONTRACTOR By: By: Sharon Ranals William M. Hoose City Manager Vice President Attest: By: City Clerk Approved as to Form: By: City Attorney DR A F T 112 EXHIBIT A CONSULTING SERVICES AGREEMENT AND AMENDMENTS DR A F T 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 DocuSign Envelope ID: B8C1C095-F9B5-4049-89CF-115B64C044DE 133 DocuSign Envelope ID: B8C1C095-F9B5-4049-89CF-115B64C044DE January 23, 2023 | 11:27:27 AM PST January 23, 2023 | 8:51:48 PM PST January 28, 2023 | 3:25:39 PM PST 134 DocuSign Envelope ID: B8C1C095-F9B5-4049-89CF-115B64C044DE 135 DocuSign Envelope ID: B8C1C095-F9B5-4049-89CF-115B64C044DE 136 DocuSign Envelope ID: B8C1C095-F9B5-4049-89CF-115B64C044DE 137 DocuSign Envelope ID: B8C1C095-F9B5-4049-89CF-115B64C044DE 138 DocuSign Envelope ID: 63EDA6B5-A2D0-4628-9E2B-3C084155644D 30 139 DocuSign Envelope ID: 63EDA6B5-A2D0-4628-9E2B-3C084155644D June 7, 2023 | 6:16:43 PM PDT June 8, 2023 | 2:01:59 AM PDT June 8, 2023 | 4:37:32 PM PDT 140 DocuSign Envelope ID: 63EDA6B5-A2D0-4628-9E2B-3C084155644D 141 DocuSign Envelope ID: 63EDA6B5-A2D0-4628-9E2B-3C084155644D 142 DocuSign Envelope ID: 63EDA6B5-A2D0-4628-9E2B-3C084155644D 143 EXHIBIT B SCOPE OF SERVICES DR A F T 144 June 5, 2024 Nell Selander, Director CITY OF SOUTH SAN FRANCISCO 400 Grand Avenue South San Francisco, CA 94080 RE: PROPOSAL TO PROVIDE CONTINUING CONSULTANT SERVICES FOR ADMINISTRATIVE SUPPORT FOR THE CITY’S AFFORDABLE HOUSING PROGRAM Dear Ms. Selander: Michael Baker International (Michael Baker) is pleased to submit this amendment proposal to our Consultant Services Agreement with the City of South San Francisco (dated January 5, 2022) to increase the budget and extend the term date by 18 months to continue assisting the City with administration of its affordable housing program. The original Michael Baker proposal was in response to the City’s Request for Proposals (RFP) issued September 2021. The proposal also stated that an amendment would be required if additional services were to be added to the scope of work . On May 20, 2024, the City requested a proposal to extend our services to December 31, 2025. Shannon Andrews will continue to be the contact person for this project, with other Michael Baker staff assisting as needed. COST Michael Baker is proposing to provide all necessary services for the continued administration of the City’s Affordable Housing Program at a not -to-exceed amount of $49,000 from July 1, 2024 through December 31, 2025. This will increase our current contract amount from $150,000 to $199,000. Here is the additional cost estimate for each task: Task A – BMR Program Administration Setup $0 Task B - BMR Program Administration: $19,000 Task C - Annual BMR Compliance Monitoring: $8,000 DR A F T 145 City of South San Francisco Amendment to BMR Consultant Services Agreement Page 2 Task D - Existing Loan Administration: $0 Task E - BMR Rentals: $0 Task F - BMR Home Sales/Resales: $20,000 Task 999 - Travel: $2,000 TOTAL FOR ALL TASKS: $49,000 Please also find our key personnel updated hourly rates, valid from July 1, 2024 through December 31, 2025: Title Hourly Rate Project Director $225 Project Manager $160 Housing & Grants Specialist $145 Technical Specialist $125 We sincerely appreciate the opportunity to submit this proposal and look forward to continuing to assist the City with the administration and implementation of its Affordable Housing Program. Please contact Shannon Andrews at (562) 202-0893 or by email at shannon.andrews@mbakerintl.com should you have any questions regarding this submittal. Sincerely, William Hoose Vice President Shannon Andrews Project Manager DR A F T 146 EXHIBIT C CERTIFICATE OF INSURANCE DR A F T 147 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-727 Agenda Date:7/24/2024 Version:1 Item #:15b. Resolution approving a Second Amendment to the Consulting Services Agreement with Michael Baker International,Inc. to extend the agreement for administrative support for the City of South San Francisco’s Community Development Block Grant (CDBG)program to December 31,2025 and increase the amount by $40,000 for a total not to exceed amount of $180,000. WHEREAS,the City issued a Request for Qualifications (RFQ)to seek as-needed,on-call Economic Development and Housing consulting services including Community Development Block Grant (CDBG)Administration Services in March 2021; and WHEREAS, the City entered into an agreement with Michael Baker International, Inc. (MBI) on April 28, 2021; and WHEREAS,the City and MBI agreed to a First Amendment to the agreement extending the date for completion of work on April 29, 2023; and WHEREAS, the term of services of the First Amendment to the agreement ended on April 28, 2024; and WHEREAS,staff recommends approval of the execution of the Second Amendment to continue assistance needed for CDBG administration and management. NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby approves the Second Amendment to the consulting services agreement with Michael Baker International,Inc. attached hereto and incorporated herein as Exhibit A for an extended period ending on December 31,2025 and to increasing the amount by $40,000 for a total amount not to exceed $180,000. BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco authorizes the City Manager to execute the Second Amendment substantially the same form as Exhibit A,and to make any revisions,amendments, corrections,and modifications,subject to the approval of the City Attorney,deemed necessary to carry out the intent of this Resolution and which do not materially alter or increase the City’s obligations thereunder. BE IT FURTHER RESOLVED that the City Manager is authorized to take any related action reasonably necessary to carry out the intent of this Resolution. Attachment: Exhibit A - Second Amendment to the Consulting Services Agreement with Michael Baker International, Inc. ***** City of South San Francisco Printed on 7/25/2024Page 1 of 1 powered by Legistar™148 SECOND AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND MICHAEL BAKER INTERNATIONAL, INC. THIS SECOND AMENDMENT TO THE CONSULTING SERVICES AGREEMENT is made at South San Francisco, California, as of April 29, 2024 by and between THE CITY OF SOUTH SAN FRANCISCO (“City”), a municipal corporation, and MICHAEL BAKER INTERNATIONAL, INC. (“Contractor”), (sometimes referred together as the “Parties”) who agree as follows: RECITALS A. On April 28, 2021, City and Contractor entered that certain Consulting Services Agreement (“Agreement) whereby Contractor agreed to provide economic development and housing services. A true and correct copy of the Agreement and its exhibit is attached as Exhibit A. B. On April 29, 2023, City and Contractor agreed to a First Amendment to the Agreement whereby the date for the completion of work was extended. A true and correct copy of the Agreement and its exhibits is attached as Exhibit A. C. City and Contractor now desire to amend the Agreement. NOW, THEREFORE, for and in consideration of the promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Contractor hereby agree as follows: 1. All terms which are defined in the Agreement shall have the same meaning when used in this Amendment, unless specifically provided herein to the contrary. 2. Section 1: Term. The April 28, 2024 end date for the term of services identified in Section 1 of the Agreement is hereby replaced with December 31, 2025. 3. Section 2: Compensation. The not to exceed amount of one-hundred forty thousand dollars ($140,000) identified in Section 2 of the Agreement shall be amended such that the City agrees to increase the amount of the contract by forty-thousand dollars ($40,000) and pay Contractor a sum not to exceed one-hundred eighty thousand dollars ($180,000), with the understanding that up to one hundred and four thousand, three hundred and ninety one dollars and thirty-five cents ($104,391.35) has already been paid to Contractor. Contractor agrees this is the City’s total contribution for payment of costs under the Agreement unless additional payments are authorized in accordance with the terms of the Agreement and said terms of payment are mutually agreed to by and between the parties in writing. The Compensation Schedule is amended and attached as Exhibit B to this Amendment. 4. Scope of Services. The Scope of Services is amended and attached as Exhibit C to this EXHIBIT A 149 Amendment. All other terms, conditions and provisions in the Agreement remain in full force and effect. If there is a conflict between the terms of this Amendment and the Agreement, the terms of the Agreement will control unless specifically modified by this Amendment. [SIGNATURES ON THE FOLLOWING PAGE] 150 Dated: CITY OF SOUTH SAN FRANCISCO CONTRACTOR By: By: Sharon Ranals William M. Hoose City Manager Vice President Attest: By: City Clerk Approved as to Form: By: City Attorney 151 EXHIBIT A CONSULTING SERVICES AGREEMENT AND AMENDMENTS 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 EXHIBIT B COMPENSATION SCHEDULE 176 DR A F T 177 EXHIBIT C SCOPE OF SERVICES 178 EXHIBIT C SCOPE OF SERVICES POTENTIAL PROJECTS POTENTIAL TASKS • State and Federal Grant Administration • Environmental Review • Monitoring Compliance • Labor Compliance/Construction Management • Five-Year Consolidated Plan Process Prepare and/or assist with: • Consolidated Annual Performance and Evaluation Report • 5-Year Consolidated Plan • Annual Action Plan • Citizen Participation Plan • Development of Policies and Procedures • Environmental reviews • Monitoring services for compliance with HUD Section 3, Federal Davis-Bacon Act, and State of CA Dept of IR requirements for construction projects. 179 EXHIBIT D CERTIFICATE OF INSURANCE 180 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-665 Agenda Date:7/24/2024 Version:1 Item #:16. Consideration of Placing a Measure on the November 5,2024,General Municipal Election Ballot updating the Business License Tax. (Karen Chang, Finance Director and Greg Henry, Financial Services Manager) RECOMMENDATION Staff recommends that City Council: 1.Review and discuss the proposed updates to the Business License Tax selecting the preferred changes and methodology; and 2.Adopt a Resolution of the City Council of South San Francisco ordering the submission to the qualified voters of the City at the general municipal election to be held on November 5,2024,a measure to amend certain sections of Chapters 6.04,6.08,6.12,and 6.16 within Title 6 of the South San Francisco Municipal Code based on the City Council’s selection;authorizing the submittal of ballot arguments in favor of or against the measure;providing for rebuttal arguments; and directing the City Attorney to prepare an impartial analysis; and 3.Authorize the Mayor and/or designee to develop a written argument in favor and rebuttal BACKGROUND/DISCUSSION This staff report follows the latest study session on updating the Business License Tax held on June 26,2024, during which the Council directed staff to continue to proceed with updating the Business License Tax,with additional refinements. In South San Francisco,all businesses are required to secure a business license,which must be renewed annually by January 31st.This requirement,managed by the City’s Finance Department,has been in place since 1976 and applies to all business activities.South San Francisco Municipal Code (SSFMC)Title 6,last updated in 2008,outlines the business license tax based on business type,with tax rates adjusted annually by the Consumer Price Index for Urban Wage Earners and Clerical Workers (“CPI-W”)for the San Francisco Bay Area. However,the current tax model is outdated due to the rise of the gig economy and significant economic changes,including growth in the biotech and construction sectors.To address these issues,the City engaged Matrix Consulting Group in January 2021 to develop proposals to modernize the business license structure. Matrix updated their model based on 2023 data in May 2024. This is the last scheduled Council meeting before the August 9th County deadline for ballot measure submissions. Attachment 1 provides an overview of the type of taxation and description of the businesses categories that make up the City’s current Business License Tax. The City uses business categories to separate the taxing City of South San Francisco Printed on 7/19/2024Page 1 of 10 powered by Legistar™181 File #:24-665 Agenda Date:7/24/2024 Version:1 Item #:16. method for different businesses in the City. Current Taxing Structure In 2023,the City collected $2.5 million from 3,503 businesses,with 95%of revenue from the top three categories,as detailed below.Revenue totals include both a $4 State Disability Access Education Fee pursuant to Senate Bill 1186 and 2%database fee.In 2008,a tax cap was established,adjusted annually by CPI-W, reaching $150,886.50 for 2024, which is included in the amount shown in the table below. Business type Revenue % of Rev.# of Businesses Description of Business License Tax Type Professional $ 1,342,996 54%477 Per employee General Business 754,917 30%1,637 Per employee Contractor 281,537 11%1,300 Flat rate % Gross Receipts 64,453 2.6%13 % of Gross Receipts Other 66,257 2.6%76 Various Total $2,510,160 100%3,503 During the June 26th meeting,the following business category updates were presented to Council.There was generally no discussion on these items,and they are presented as they were previously,including the proposed updates to the ordinance to enact the changes. Professional The proposed ordinance contains an update to the per associate rate,increasing from $226 to $275.This change was first presented on May 22nd and has not changed from the initial proposal.This category currently accounts for $1.3 million in business license tax revenue.The proposed change will bring this to approximately $1.6 million. Construction Contractors The proposed ordinance contains an update to the contractor rate,setting it to 0.18%of the valuation of work. This metric is particularly useful for the City because it must be reported as part of the permitting process. Currently this category is taxed at $0.3 million.The proposed change is estimated to increase the business license tax revenue from this category to $1.5 million. This approach is used by other entities:Berkeley (0.18%),Menlo Park (Base rate plus 0.025%over $1M with maximum rate of $8,000), and Oakland (0.18%) of gross receipts. Gross Receipts Businesses There are no changes proposed for the taxation of businesses in this group. Currently this category accounts for $64,000 in business license tax. The estimated revenue will remain the same. City of South San Francisco Printed on 7/19/2024Page 2 of 10 powered by Legistar™182 File #:24-665 Agenda Date:7/24/2024 Version:1 Item #:16. Public utility There are no changes proposed for the taxation of businesses in this group.Currently this category accounts for less than $5,000 in business license tax. The estimated revenue will remain the same. Peddler or solicitor & Transportation of persons Updated to charge the current per employee rate plus $250 per vehicle.The current revenue from this category is less than $6,000, with no significant change in projected revenue due to the update. Temporary business The daily charge for temporary businesses is proposed to increase from $75.25 per day to $150 per day,in line with neighboring cities.The number of businesses in this category currently do not represent a significant change to projected revenue with the change. Further,the proposed ordinance provides businesses which earn less than $500 annually within the City an exemption from the tax,while still requiring the business to file for a business license.This will simplify the process and remove the burden for businesses which are hired by the City to provide one-time programs for residents.Given the high ratio of the tax to the amount earned in this type of business,the City has increased the payment to the vendor to cover the cost of the business license tax itself (a net zero change). Tax Impact For the above business categories,the following table provides an estimate of the tax impact of the proposed changes. Business type Current Tax Proposed Tax Increase Professional $1,342,996 $1,634,177 $291,181 Construction Contractor 281,537 1,500,000 1,218,463 % Gross Receipts 64,453 64,453 - Total $1,688,986 $3,198,630 $1,509,644 Employee Definition As noted, one of the primary drivers of the Business License Tax update is to adjust the employee definition to include independent contractors and “gig” employees, (employees for whom the company files a 1099 instead of a W-2, <https://www.irs.gov/businesses/small-businesses-self-employed/independent-contractor-self-employed-or- employee>). That is, to the City, there will be no distinction between independent contractors and employees. The ordinance does not affect the relationship between the business and worker. It just treats all workers as “employees” for the purpose of calculating the tax. Penalty Update In addition to the proposed changes to the tax itself, the proposed ordinance changes the non-compliance City of South San Francisco Printed on 7/19/2024Page 3 of 10 powered by Legistar™183 File #:24-665 Agenda Date:7/24/2024 Version:1 Item #:16. penalty for the Business License Tax. Currently, as defined in SSFMC Section 6.12.150, the penalty is 10% of the tax due if payment is more than 30 days late with an additional 15% of the tax due if it is more than 60 days late. At the June 26, 2024 meeting, staff proposed changing this to a monthly penalty of 10% of the tax due for each month the tax is delinquent, up to 100% of the original tax amount. This modification will help with timely compliance with the City’s Business License Ordinance. DISCUSSION In addition to the above changes, which haven’t been updated since the prior review by the City Council, the following components of the tax have been updated since the prior meeting. For each item, staff have presented a recommendation, which forms the basis for the attached ordinance. Alternatives are presented in this report, with the necessary ordinance language to enact, should the Council wish to approve one of the alternatives. Rental of real property On June 26,2024,staff presented an update for short-term rental properties that are currently generating Transient Occupancy Tax (TOT)which propose an increase of the current tax rate of a $113.50 base and an $8 per unit charge to a base rate of $150 with a per unit charge of $10.In that meeting,the Council asked staff to evaluate whether this type of business should be included in the General Business category,who pay a per employee rate.Staff do not recommend making this change,as the number of employees is unknown and the fiscal impact on the businesses cannot be estimated at this time.Further,the businesses are accustomed to using the per unit rate, which will simplify the update. Additionally,the proposed ordinance includes an update of $50 per unit for all residential long term rental properties with the removal of the 5-unit threshold.This update will improve equity under the business license tax as all residential rental properties will be asked to participate in the tax. No new changes are proposed for these business categories and the proposed ordinance contains both updates. The following table shows the expected tax impact of these changes.For Long Term Residential Rental,US census data estimating the number of households that rent was estimated at 9,000 and used for the expected revenue. <https://www.census.gov/quickfacts/fact/table/southsanfranciscocitycalifornia/SBO060217> Business type - Rental of Real Property Current Tax Proposed Tax Increase Hotel/STR 22,000 27,000 5,000 Long Term Residential - 450,000 450,000 Total 22,000 477,000 455,000 General Business The General Business category in South San Francisco is the broad category that contains all businesses not specifically named in SSFMC Title 6.Businesses that fall into the General Business category pay a Business City of South San Francisco Printed on 7/19/2024Page 4 of 10 powered by Legistar™184 File #:24-665 Agenda Date:7/24/2024 Version:1 Item #:16. License Tax based upon the number of employees. As discussed on June 26th,the first element of the update to the General Business Category is the consolidation of businesses categories under General Business.Many of these businesses currently pay at the per employee rate but are called out as separate categories in the ordinance.The proposed changes will remove these categories, simplifying the code without any fiscal impact. For auctioneer,card rooms,and recreation and entertainment businesses,there will be a change from their current methodology to the per employee rate.Staff do not anticipate any significant revenue impact from this change. Per the recommended structure,the following businesses will be charged at the per employee rate,becoming part of the general business category: 1.Auctioneer 2.Business or personal services 3.Card Room 4.Manufacturer 5.Recreation and entertainment 6.Warehousing 7.Wholesale In addition to the consolidation of business categories,the business license tax update has proposed an update to the per employee rate paid by businesses in this category.Previously,the Council directed staff to update the per employee rate to a progressive tax where in addition to a base rate of $150,the rate per employee increases as the number of employees increases.The primary reason to use a progressive tax is to ensure that the small business community (which comprises a substantial portion of the current business environment)is protected while increasing contributions from larger companies.In previous meetings,the rate presented had nine tiers and a per employee rate ranging from $30 to $150, as shown in the table below. # of employees Per Employee 0-4 employees $30 5-9 employees $35 10-19 employees $50 20-49 employees $60 50-99 employees $75 100-249 employees $80 250-499 employees $90 500-999 employees $100 1,000 employees+$150 In the June 26th meeting,the Council directed staff to simplify this structure and reduce the number of tiers. City of South San Francisco Printed on 7/19/2024Page 5 of 10 powered by Legistar™185 File #:24-665 Agenda Date:7/24/2024 Version:1 Item #:16. In the June 26th meeting,the Council directed staff to simplify this structure and reduce the number of tiers. Additionally,following the outreach detailed below,staff determined,in order for the measure to have the greatest chance to be approved by voters that the maximum per employee rate needed to be adjusted.Staff are therefore proposing the following rate schedule for General Businesses. June 26th Proposal Revised Proposal (July 24th) # Employees # Companies Rate (Initial Prop) # Employees # Companies Option 1 Option 2 Option 3 0-4 1,067 $30 0-9 1,322 $30 $30 $30 5-9 255 $35 10-19 166 $50 10-99 321 $45 $45 $50 20-49 121 $60 50-99 34 $75 100-249 22 $80 100 +29 $55 $75 $90 250-499 4 $90 500-999 2 $100 1,000 +1 $150 The following table shows the breakdown by company size.For the sake of the calculation,no cap is applied to the tax per business.While all companies will feel an increase with this new rate structure,as shown in the chart,the smaller companies will be bearing a much smaller burden of the total amount of tax collected.This improves the equity of the tax distribution within the new tax structures. The following table shows the fee impact on sample businesses with various employee sizes. # of employees Current Tax Option 1 Option 1 $ Increase Option 2 Option 2 $ Increase Option 3 Option 3 $ Increase 5 $223 $300 $77 $300 $77 $300 77 50 1,213 2,265 1,052 2,265 1,052 2,470 1,257 200 4,513 10,025 5,512 12,045 7,532 14,010 9,497 500 11,113 26,525 15,412 34,545 23,432 41,010 29,897 1,000 22,113 54,025 31,912 72,045 49,932 86,010 63,897 5,000 110,113 274,025 163,912 372,045 261,932 446,010 335,897 10,000 $150,887 $549,025 $398,139 $747,045 $596,159 $896,010 $745,124 For Option 1, the total expected tax for this category is $1,442,775, an increase of $661,297. For Option 2 total expected tax is $ 1,676,175, an increase of $894,697. For Option 3, the total expected tax is $1,890,760, an increase of $1,109,282. City of South San Francisco Printed on 7/19/2024Page 6 of 10 powered by Legistar™186 File #:24-665 Agenda Date:7/24/2024 Version:1 Item #:16. The preferred General Business category tax structure (Option 1/ Option 2 or Option 3)must be determined by the City Council prior to the adoption of the Resolution so that the attached ordinance can be amended to include the rate table of the preferred option. Business License Tax Cap There are a limited number of businesses which are impacted by the Tax Cap.However,some of the impacted businesses are also undergoing discussion as part of the proposed Community Facilities District (CFD).The City values the contribution that these businesses make to the South San Francisco community and the likely impact of multiple revenue measures can have on them,therefore,staff recommend lowering the highest per employee tax rate than the one initially proposed, but with no tax cap limit. In the June 26th meeting,and in subsequent requests to staff,Councilmembers proposed a number of alternatives for the cap.Each is described below with the accompanying ordinance language;however,no cap is included in the proposed attached ordinance. ·For any year,the Council can choose to increase the cap by less than the annual CPI,non-action would result in the full CPI being applied.This option would update the dollar amount in Section 6.04.125 of the Municipal Code.The proposed ordinance adds Section 6.04.126(E),which would allow Council to decide annually whether to adjust the cap by CPI. ·The cap increases each year by something other than the CPI until it reaches a second ceiling,then increases by CPI. 6.04.125 Annual cap on amount of business license tax. A.The annual business license tax per business shall not exceed the amounts in the following schedule: CALENDAR YEAR ANNUAL CAP 2025 2026 2027 B.Beginning in calendar year 2028, the annual cap shall be adjusted annually as set forth in Section 6.04.126. C.If a business has multiple locations within the city and is required to obtain a separate business license for each location, as provided for in Section 6.12.040, then the annual cap shall apply separately to the license tax levied on each license. ·The annual cap is eliminated,but the City Council would have the option to reinstate an annual cap and then increase it, lower it, or re-eliminate it, all by resolution. Beginning in calendar year 2025, there shall be no limit on the annual business license tax per business (“annual cap”). Thereafter, the City Council may, by resolution, reinstate an annual cap of any amount or increase, decrease, or eliminate an annual cap previously approved by the City Council. If the City Council City of South San Francisco Printed on 7/19/2024Page 7 of 10 powered by Legistar™187 File #:24-665 Agenda Date:7/24/2024 Version:1 Item #:16. reinstates an annual cap, until it takes further action by resolution, the amount of the annual cap shall be adjusted as set forth in Section 6.04.125. The voters of the City declare that the reinstatement of an annual cap or the subsequent increase, decrease, or elimination of a reinstated annual cap shall not constitute an increase in the business license tax within the meaning of Article XIIIC, section 2 of the California Constitution, and shall not require voter approval. Should a cap be preferred by the Council,the impact on total tax income would depend on both the taxing option selected for the General Business category and the level of the cap. Outreach For broad business outreach, staff met with the South San Francisco Chamber of Commerce on June 17th and 18th to discuss the measure and with San Mateo County Economic Development Association (SAMCEDA) on July 10th. Staff engaged with several business organizations for businesses utilizing real property. Staff met with representatives from the San Mateo County Association of Realtors (SAMCAR) on July 9th to discuss the proposed ballot measure. Staff also met with representatives for the South San Francisco Conference Center. Specifically for the biotech sector, staff have met with the California Life Sciences Association and BioCom California. Staff met with or communicated with the largest business taxpayers directly, including Kaiser, Stripe, and Genentech. The results of the outreach to date have been incorporated into the proposed language and tax structure to produce a ballot measure that staff believe has the support from the community to pass.However,broadly,staff feel that the outreach has been positive with most responses tempered but supportive. Ballot Measure Process and Ballot Language As a tax measure,adoption of the proposed resolution requires a super majority (4 votes in favor)and would call an election to place a measure on the November 2024 ballot to seek voter approval of the proposed ordinance.The ordinance would only become effective if approved by a simple majority (50%+1)of the voters voting on the measure at the November 2024 election.The new rates and structure would be effective January 1,2025,applying to the 2025 annual business license tax (due by January 31,2025).The first CPI increase would apply to the rates for January 2026. In addition to the ordinance,the proposed resolution contains the ballot measure language which would be presented to the voters at the November 5,2024,election.The following are the requirements for a tax measure (Cal. Elections Code § 13119, 13247 and 9051): ·The measure statement must be no longer than 75 words and phrased as a question stating the nature of the ordinance. ·If the proposed measure imposes a tax or raises the rate of a tax,the ballot shall include in the statement of the measure to be voted on the amount of money to be raised annually and the rate and duration of City of South San Francisco Printed on 7/19/2024Page 8 of 10 powered by Legistar™188 File #:24-665 Agenda Date:7/24/2024 Version:1 Item #:16. the tax to be levied. ·The statement of the measure shall be a true and impartial synopsis of the purpose of the proposed measure and shall be in language that is neither argumentative nor likely to create prejudice for or against the measure. Staff are proposing the following ballot language.This language is based on what was used by Godbe Research as part of the public outreach poll which was conducted in 2023 and presented to Council on January 27,2024. Given that the question on this language tested well,it serves as a good base for the proposed language.The ballot language is required for an item which goes before the public for a vote,and while not as specific as the ordinance changes, needs to provide a clear understanding of what the proposed changes will do. To maintain City services, such as: fire protection/paramedic emergency response; neighborhood police patrols and services; pothole, street and road maintenance; parks and recreation programs; library programs and services; and for general government use; shall the City of South San Francisco ordinance be adopted modernizing the business license tax, with increases in rates varying with the size of the business, as described in the ordinance, providing approximately $3,400,000 annually, until ended by voters, with annual audits and citizens' oversight. Yes No Submission to County Officials The City is required to file a certified copy of this Resolution,with Attachments,with the County of San Mateo Board of Supervisors and the County Elections Official no later than close of business on Friday,August 9, 2024. The proposed resolution directs the City Clerk to file. Impartial Analysis As part of the ballot process,the City is required to prepare an impartial analysis.Staff are proposing that the Council direct the City Attorney to prepare this in accordance with Elections Code Section 9280 and provide to the City Clerk for submittal to the County. Ballot Arguments Ballot arguments for or against the measure may be submitted in accordance with this resolution and applicable provisions of the law.Staff are proposing that the City Council designate,by motion,a subcommittee of two Councilmembers for the Ballot Arguments.The resolution currently states that it will be the Mayor and/or designee, but that can be changed. The subcommittee would have the authority to develop and submit a written argument not exceeding 300 words in favor of the measure.If a qualified argument against the measure is submitted,the subcommittee may City of South San Francisco Printed on 7/19/2024Page 9 of 10 powered by Legistar™189 File #:24-665 Agenda Date:7/24/2024 Version:1 Item #:16. develop a rebuttal argument not exceeding 250 words. Further,at the discretion of the subcommittee,the argument in favor and rebuttal,if any,may also be signed by other members of the City Council,bona fide associations of citizens,or by individual voters who are eligible to vote.Arguments and rebuttals shall otherwise conform to and comply with all applicable provisions of the Elections Code and be submitted by the deadline required by the County of San Mateo Elections Official. FISCAL IMPACT If approved by voters in November,the estimated additional revenues generated by the business license tax is estimated to be $3.4 million The cost of the ballot measure is approximately $74,000,which would account for San Mateo County election costs as well as publishing expenses.This amount is incorporated in the FY 2024- 25 adopted budget. RELATIONSHIP TO STRATEGIC PLAN The City’s business license tax program revenue supports Priority Area 3, Financial Stability. ENVIRONMENTAL REVIEW Approval of the proposed resolution is exempt from review under the California Environmental Quality Act (Public Resources Code §21000 et seq.(“CEQA”)and 14 Cal.Code Reg.§15000 et seq.(“CEQA Guidelines”)).The tax to be submitted to the voters by the resolution is a general tax that may only be used for specified governmental purpose(s).As such,under CEQA Guidelines section 15378(b)(4),the tax is not a project within the meaning of CEQA because it creates a government funding mechanism that does not involve any commitment to any specific project that may result in a potentially significant physical impact on the environment.If revenue from the tax were used for a purpose that would have such effect,the City would undertake the required CEQA review for that particular project at the earliest feasible time prior to approval of the project,consistent with CEQA Guidelines Sections 15004 and 15352.Therefore,pursuant to CEQA Guidelines section 15060, CEQA analysis is not required. CONCLUSION The City’s business license tax has not been updated since 2008 and the current tax model is outdated due to the rise of the gig economy and significant economic changes,including growth in the biotech and construction sectors.Further,the City’s General Fund is in a structural deficit and while this business license tax update is not a sole solution to that issue,it would help support the services that the City provides.If the City Council would like to move forward with an update to the business license tax,it will require a 2/3rds (4 Councilmembers)approval of the resolution including finalizing the draft ordinance.It would then go to voters on the November 2024 ballot and must obtain a simple majority for approval. Attachments: 1.Overview of current types of Taxation and Business Category 2.Business license Tax Presentation - City Staff City of South San Francisco Printed on 7/19/2024Page 10 of 10 powered by Legistar™190 Attachment 1 Methods of Taxation There are several possible business tax rate methodologies: •Flat rate-based fees are assessed based on the business type regardless of its size / revenue. •Per-employee based fees are assessed based on the business’ number of employees. •Gross receipts-based fees are based on a percentage amount of the business’ gross receipts for the year assessed. •Per-unit based fees are assessed based on the number of units or vehicles owned by a business, or their square footage or total rooms. Current Taxing Structure South San Francisco uses all four types for different types of businesses. However, as shown in the table below, the primary business types are charged using a per employee fee. In 2023, the City collected $2.5 million from 3,503 businesses, with 95% of revenue from the top three categories, as detailed below. Revenue totals include both a $4 State Disability Access Education Fee pursuant to Senate Bill 1186 and 2% Database fee. In 2008, a tax cap was established, adjusted annually by CPI-W, reaching $150,866.50 for 2024, which is included in the amount shown in the table below. Business type Revenue % of Rev. # of Businesses Description of Business License Tax Type Professional $ 1,342,996 54% 477 Per employee General Business 754,917 30% 1,637 Per employee Contractor 281,537 11% 1,300 Flat rate % Gross Receipts 64,453 2.6% 13 % of Gross Receipts Other 66,257 2.6% 76 Various Total $2,510,160 100% 3,503 Professional Professional business are defined as a specific list of businesses in South San Francisco Municipal Code (SSFMC) 6.16.120, but can generally be categorized as business that do not produce or manufacture goods and therefore are not impacted by sales tax, but provide a professional service. General Business The General Business category in South San Francisco is the broad category that contains all businesses not specifically named in SSFMC Title 6. Construction Contractors As defined in the City’s municipal code 6.16.050, “Construction contractor” means a person conducting or carrying on a business and who undertakes to, or offers to undertake to, or purports 191 Exhibit A to have the capacity to undertake to, or submits bids to, or does him or herself or by or through others, construct, alter, repair, add to, subtract from, improve, move, wreck, or demolish any building, highway, road, railroad, excavation or other structure, project, development or improvement, including excavation and moving of earth, rock, sand and similar materials or filling and grading of land, or to do any part thereof, including the erection of scaffolding or other structures or work in connection therewith, acting as a general contractor, prime contractor, subcontractor or specialty contractor. Gross Receipt Businesses There are currently 4 business categories that pay on gross receipts: 1. Coin, token, or card-operated machine operator. 2. Commercial Parking Facilities 3. Junk Collector/Recycler 4. Cannabis businesses Other There are 12 business categories under the “other” business. This includes: 1. Rental of real property 2. Auctioneer 3. Business and personal services means any business providing services, repairs, or improvements to or on real property; renting or leasing personal property to businesses or persons; or providing services to persons such as but not limited to, laundries, cleaning and dyeing, shoe repair, barber and beauty shops, and photographic studies. This distinguishes businesses in this category from those in the Professional category. 4. Card room 5. Manufacturer 6. Peddler or solicitor 7. Public utility 8. Recreation and entertainment include Bowling alleys, circus or similar exhibition, carnival or similar event, boxing or wrestling exhibition, motion picture exhibitions, or any other business providing entertainment, recreation, or amusement. 9. Temporary vendor 10. Transportation of persons 11. Warehousing 12. Wholesale sales 192 Business License Tax Update Presentation to City Council Karen Chang, Director of Finance Greg Henry, Financial Services Manager July 24, 2024 193 Current Tax Structures Primarily Per Employee Base 21 General categories Each has separate methods of calculation Tax Cap of $150,886.50 194 2023 Business License Tax Revenue Business type Revenue % of Rev # of Businesses Description of Current Business License Tax Professional $1,342,996 54%477 $226 per associate General Business 754,917 30%1,637 Per employee rate, currently $113.50 + $23 per employee/owner Contractor 281,537 11%1,300 Flat rate of 226.25 for contractors, $188.25 for subcontractors % Gross Receipts 64,453 2.6%13 % of gross receipts Other 66,257 2.6%76 Various Total $2,510,160 100%3,503 195 Topics Review Current Tax Structure Major Changes to BLT Tax Impact Summary –Other Categories General Business Proposed Structure & Tax Impact Statistics Outreach Summary Council Action Q&A 196 Short Term Rental /Hotels- Residential Real Property Per Council discussion: Explore charging Hotels per employee not per unit No employee data available Current: $113.50 +$8/unit Propose: $150 + $10/unit For Hotel w/200 rooms: from $1,700 to 2,100 Apartment/Residential units : Flat $50/unit Remove the 5-unit threshold 5197 Temporary Vendor Daily charge increased from $75.25 to $150 Annual Gross Receipts in SSF, under $500, exempt from BLT 198 Construction Contractors Moving to a Percentage of valuation Set at 0.18%. Increases tax revenue from $300,000 to $1.5 million 199 Employee Definition “Employee” includes, without limitation, a person designated as a co-employee, non- employee, independent contractor, or any other classification, so long as the person is working in the business. A person who receives an Internal Revenue Service Form 1099 from a business is an employee of the business. 200 Professional – Per Associate Rate $226 $275 Accountant, acupuncturist, advertising, analyst, appraiser, architect, artist, assayer, attorney; Bacteriologist, bail bond broker, broker, business opportunity broker, business and safety consultant; Cemetery broker, chemist, chiropodist, chiropractor, collection agency or mercantile agency, commercial artist, commission merchant; Dentist, designer or decorator, discount finance company, drugless practitioner; Electrologist, engineer, entomologist, finance company, Geologist, Herbalist; Illustrator or show card writer, insurance adjuster or claims adjuster, insurance broker, investment and investment trust; Laboratory, landscape architect, lapidary, Map maker or cartographer, mineralogist, moneylender or money broker, mortician; Naprapath and naturopath, Oculist, oil and gas broker, optometrist, osteopath; Physician, psychiatrist, psychologist; Real estate broker; Stock and bond broker, surveyor; Tax counselor, taxidermist; Veterinarian; Design professional, including computer or graphic design; Computer programmer; Planner or architect; Surveyor, inspector, or map professional. 201 Penalty 10 Current - 10% of the tax due if payment is more than 30 days late with an additional 15% of the tax due if it is more than 60 days late Proposed – 10% a month of the tax due past the first month up to 100% of the original amount. 202 Tax Change Impact by Business Category Does not include General Business Long Term Residential previously not included in tax increase, based on census data. Business type Current Tax Proposed Tax Increase Professional 1,342,996 1,634,177 291,181 Contractor 281,537 1,500,000 1,218,463 % Gross Receipts 64,453 64,453 - Rental Real Property Hotel/STR 22,000 27,000 5,000 Long Term Residential - 450,000 450,000 Total 1,710,986 3,675,630 1,964,644 203 General Businesses - Proposed Structure, Per Employee # Employees # Companies Rate (Initial Prop) # Companies Option 1 Option 2 Option 3 0-4 1,067 $30 1,322 $30 $30 $305-9 255 $35 10-19 166 $50 321 $45 $45 $5020-49 121 $60 50-99 34 $75 100-249 22 $80 29 $55 $75 $90250-499 4 $90 500-999 2 $100 1,000 +1 $150 Base: $150 204 Revenue Summary-General Business Options General Category Rev No Cap General Category Rev Cap - $1M General Category Rev Cap - $750K General Category Rev Cap - $500K Initial Proposal $2,315,253 $2,054,696 $1,804,696 $1,554,696 Option 1 (30-45-55) 1,442,775 1,442,775 1,442,775 1,442,775 Option 2 (30-45-75) 1,676,175 1,676,175 1,676,175 1,531,730 Option 3 (30-50-90) 1,890,760 1,890,760 1,867,870 1,617,870 205 Business Impact (with no cap) # of employees Current Tax Proposed Tax Option 1 Annual Increase Opt. 1 Proposed Tax Option 2 Annual Increase Opt. 2 Proposed Tax Option 3 Annual Increase Opt. 3 5 $223 $300 $77 $300 $77 $300 $77 50 1,213 2,265 1,052 2,265 1,052 2,470 1,257 200 4,513 10,025 5,512 12,045 7,532 14,010 9,497 500 11,113 26,525 15,412 34,545 23,432 41,010 29,897 1,000 22,113 54,025 31,912 72,045 49,932 86,010 63,897 5,000 110,113 274,025 163,912 372,045 261,932 446,010 335,897 10,000 150,887 549,025 $398,139 $747,045 $596,159 $896,010 $745,124 206 Tax Cap - Considerations Keep •Cap at 150,886.50 Set •$500,000 •$750,000 •$1,000,000 •Other Remove •Cap Escalate •CAP over time 207 Business License Cap Implementation Options If Council chooses to have a cap option: •Cap will increase by CPI annually •For any year, Council can elect to adjust the cap by less than the annual CPI If annual cap is eliminated: •Council would have an option to reinstate an annual cap and modify it by resolution 208 BLT as % of General Fund Rev City Licensed Businesses (Est.) FY 2023 Revenue per Business FY 2023 Revenue as % of General Fund Berkeley 13,302 $1,696 8.4% Burlingame 8,003 $162 1.8% Daly City 7,763 $753 4.9% Menlo Park 5,337 $1,066 7.0% Millbrae 3,390 $985 8.5% Oakland 71,385 $1,755 5.9% Redwood City 8,429 $393 1.9% San Bruno 2,898 $666 3.4% San Francisco 103,128 $10,330 7.3% San Jose 57,755 $1,489 4.2% San Leandro 11,012 $529 4.4% San Mateo 7,396 $835 3.9% Santa Clara 12,765 $274 1.4% Sunnyvale 7,634 $261 1.0% Vacaville 5,222 $75 0.3% South San Francisco 3,503 $760 1.9% Average (Minus Major Cities)7,763 $624 3.9% 209 Neighboring Cities Business License Tax Cities CAP Structure Belmont No GR East Palo Alto No GR Foster City $250k GR Menlo Park $8K GR Mountain View No Per Emp Palo Alto 500k Sq Ft Redwood City Current Recomm $500K Per Emp San Mateo N/A GR Santa Clara $350k Per Emp 210 Outreach Summary South San Francisco Chamber of Commerce San Mateo County Economic Development Association (SAMCEDA) South San Francisco Conference Center San Mateo County Association of Realtors (SAMCAR) California Life Sciences Association BioCom Kaiser Permanente Genentech Stripe 211 Action Select the Business License Tax Options Submit to November 5 Ballot Designate Mayor or designee to develop Written Argument/Rebuttal 212 Ballot Measure To maintain City services, such as: fire protection/paramedic emergency response; neighborhood police patrols and services; pothole, street and road maintenance; parks and recreation programs ; library programs and services; and for general government use; shall the City of South San Francisco ordinance be adopted modernizing the business license tax, with increases in rates varying with the size of the business, as described in the ordinance, providing approximately $3.4 million annually, until ended by voters, with annual audits and citizens' oversight? Yes No 213 Q&A 214 July 23, 2024 Hon. Mayor James Coleman and Members of the City Council City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 RE: Agenda Item 16 - Business License Tax Dear Hon. Mayor Coleman and Members of the City Council, For seven decades, the San Mateo County Economic Development Association (SAMCEDA) has been a leading voice for the economic engine that is San Mateo County. SAMCEDA believes in the power of a strong economy driven by an appreciation of what that engine provides to our ecosystem on the Peninsula. With the current state of the economy, everyone from city hall to businesses of all sizes in South San Francisco are facing the same challenges with interest rates, inflation, labor costs, and the list goes on. SAMCEDA recognizes that the City of South San Francisco needs solutions and new revenue to help address a structural deficit, and we appreciate the work of City staff and the City Council to get to a potential solution. SAMCEDA even supports a reasonable and responsible effort to modernize your current business license tax structure and we believe the $55 per employee rate for General Business is a good balance of modernizing the cost structure without going too far. However, SAMCEDA strongly recommends against a new tax structure which currently does not include a cap on total tax payments. SAMCEDA is cautioning every city manager and their city council members across San Mateo County attempting to place a modernized business license tax on the November 2024 ballot that there is a “tipping point” at which any city goes too far in balancing its budget on the back of its business community – often the largest businesses – because that seems easy, and voters may agree. SAMCEDA has been tracking these efforts across San Mateo County and what we are hearing from our members, other medium and large sized businesses, commercial property owners, financial institutions, and commercial leasing brokers is consistent, concerning, and should be understood in South San Francisco. If you go too far and hit the tipping point: • Your existing businesses might leave; • Your existing businesses might stay, but expand elsewhere; • New businesses looking for a home will avoid your city; • And specific to South San Francisco, if you don’t have a reasonable cap on total tax payments, you provide no incentive for your largest employers to add new employees – it will have the opposite effect. In a post-pandemic environment, office vacancy rates for available Class A office space and Life Science/Lab space coupled with millions of square feet of new Life Science/Lab space under 215 development between San Jose and San Francisco, means there are plenty of options in cities with more affordable business license taxes that include caps. A decision this November on a business license tax increase that goes too far may get you an infusion of new tax revenue in the short term but is it worth the risk that in five or so years your structural deficit is worse because your tax structure drove business and investment away. This represents a significant and avoidable risk, and we advise against this all or nothing approach. And specific to the City of South San Francisco, having an ongoing glut of empty office and lab space and becoming a place too expensive to operate a large business, we caution about these very real consequences: • Your post-COVID vacancy rates will only get larger – driving your sale tax down more; • Companies like AstraZeneca will continue to leave South San Francisco; • Projects under construction like Southline will continue to struggle to find new tenants; • Nearby cities like San Bruno and San Carlos with more affordable business license taxes will become a more attractive place to locate to, or relocate to, over South San Francisco. Economic development broadly defined is about business retention and business attraction. It is about paying attention to those companies and industries that cluster on the Peninsula. Think life sciences in South San Francisco, Foster City, Redwood City and now expanding to Brisbane, Belmont, San Carlos. Think about tech in Redwood Shores, Burlingame, Menlo Park and San Mateo. these varied business sectors allow for buffers to both downturns and inevitable churns whereby industry either grows, expands, stagnates and/or dies. Focusing on business retention means having respect for what business already provides to South San Francisco and engaging with your business community separate and apart from times of crisis. It means being willing and open to understanding the complexities of different industries and what their challenges are and how a City can partner with business so that a business wants to stay, grow, hire, partner and become part of the fabric. SAMCEDA encourages the City Council to reject the recommendation of no cap and engage in a thoughtful discussion tomorrow about adding a cap to your proposed business license tax. We encourage a goal of retaining your existing businesses and hopefully attracting new ones that would avoid calling South San Francisco home if you have no cap. Thank you for your consideration. Sincerely, Rosanne Foust President & CEO, SAMCEDA 216 califesciences.org July 23rd, 2024 Hon. Mayor James Coleman and Members of the City Council City Hall 400 Grand Ave. South San Francisco, CA 94080 RE: Update to Business License Tax Structure Dear Mr. Mayor and Members of the City Council; As representatives of the life sciences industry, directly employing over 400,000 Californians, California Life Sciences wishes to share our concerns regarding the recent proposed implementation of an excessive per-employee business license tax (BLT) in South San Francisco, and to urge that the city adopt proposed Option 1 ($55 per employee at larger companies) along with a cap if South San Francisco proceeds with the BLT increase. California Life Sciences represents over 1,200 entities representing pharmaceutical, biotechnology, medical technology, and academic research institutions throughout California. While we understand that a challenging fiscal year may be on the horizon and that policymakers might have to make difficult choices regarding South San Francisco’s tax revenues and budget deficit, we believe that implementing an excessive per-employee BLT without an overall cap, will dramatically and negatively impact companies investing in research and development in South San Francisco and compromise the city’s long-term economic health. As such, California Life Sciences urges the city council to proceed with the most moderate BLT increase – Option 1 along with a maximum cap – if it chooses to proceed at all, as its neighboring cities such as Foster City and Redwood City have done in recent weeks in order to remain competitive to the business community. As our biotechnology companies continually evaluate worldwide investment decisions, California’s tax incentives have previously encouraged them to invest in California because the state recognized the value of high-quality research and the jobs and tax revenue that comes when that research turns into locally-manufactured products. This has kept California at the epicenter of the life sciences industry, birthing and sustaining thousands of companies, employing millions of Californians, and innovating countless products that save lives and revolutionize quality-of-life. The life sciences industry provides a unique return on investment with respect to research and development (R&D). Nationwide, life sciences companies have collectively invested more than $1 trillion dollars in R&D since 2000, establishing the biopharmaceutical sector as the most R&D- intensive industry in the U.S. economy. In fact, the biopharmaceutical industry invests approximately six times more in R&D as a percentage of sales than all other manufacturing industries. Government Code Section 54957.5 SB 343 Item Agenda: 07/24/2024 REG CC Item 16 217 califesciences.org We understand that ongoing structural deficits have led South San Francisco to consider ameliorating those budgetary headwinds with a per-employee BLT. While we are concerned about raising the per-employee BLT due to its potential to undercut South San Francisco’s long-term economic health, we wish to underscore that a more moderate approach like Option 1 is preferable along with a cap than more excessive alternatives. We respectfully urge you to select Option 1 in favor of its alternatives, and we remain eager to engage with the City Council as fiscal questions move forward. If you have any additional questions, please feel free to contact me at schung@califesciences.org. Sincerely, Sam Chung VP, State Government Relations California Life Sciences 218 Government Code Section 54957.5 SB 343 Item Agenda: 07/24/2024 REG CC Item 16 219 220 Agenda Item 16. 24-665 Consideration of Placing a Measure on the November 5, 2024, General Municipal Election Ballot updating the Business License Tax. (Karen Chang, Finance Director and Greg Henry, Financial Services Manager) • Guest User at July 24, 2024 at 11:34am PDT Oppose Dear South San Francisco City Council, I am writing to express my strong opposition to the proposed tax break for large corporations and to urge you to support the upcoming ballot measure that would tax massive corporations in the city. This measure has the potential to raise over $3 million for South City, providing essential funding for our libraries, parks and recreation programs, and other city services. It is outrageous that some members of the SSF City Council are considering giving a tax break to one big corporation. This decision would be unfair to our small businesses and to the community at large. Our current business license tax has not been updated in over 20 years, yet there has always been a tax break for large corporations, meaning they have not paid millions of dollars in taxes to the South San Francisco community. It is time to remove the tax cap and ensure that the largest companies in SSF pay their fair share. We need to implement the highest tax rates for the largest companies and eliminate any tax cap. This measure is essential to ensuring that we adequately fund community programs and services that benefit everyone in our city. Taxing the rich and large corporations is a necessary step to address the growing inequality in our community. It is ridiculous that we are not prioritizing the funding of vital community programs while considering tax breaks for corporations that can well afford to contribute more. The residents and small businesses of South San Francisco deserve fair taxation that supports our community's growth and well-being. It is crucial that the city council hear us: NO MORE TAX BREAKS for big corporations! Remove the Tax Cap! We want to tax the biggest companies that call SSF their home! Highest tax rates for the largest companies and no tax cap! Thank you for your attention to this critical matter. • Guest User at July 24, 2024 at 11:33am PDT Oppose Dear South San Francisco City Council, I am writing to express my strong opposition to the proposed tax break for large corporations and to urge you to support the upcoming ballot measure that would tax massive corporations in the city. This measure has the potential to raise over $3 million for South City, providing essential funding for our libraries, parks and recreation programs, and other city services. It is outrageous that some members of the SSF City Council are considering giving a tax break to one big corporation. This decision would be unfair to our small businesses and to the community at large. Our current business license tax has not been updated in over 20 years, yet there has always been a tax break for large corporations, meaning they have not paid millions of dollars in taxes to the South San Francisco community. It is time to remove the tax cap and ensure that the largest companies in SSF pay their fair share. We need to implement the highest tax rates for the largest companies and eliminate any tax cap. This measure is essential to ensuring that we adequately fund community programs and services that benefit everyone in our city. Taxing the rich and large corporations is a necessary step to address the growing inequality in our community. It is ridiculous that we are not prioritizing the funding of vital community programs while considering tax breaks for corporations that can well afford to contribute more. The residents and small businesses of South San Francisco deserve fair taxation that supports our community's growth and well-being. It is crucial that the city council hear us: NO MORE TAX BREAKS for big corporations! Remove the Tax Cap! We want to tax the biggest companies that call SSF their home! Highest tax rates for the largest companies and no tax cap! Thank you for your attention to this critical matter. • Guest User at July 24, 2024 at 9:23am PDT Oppose Hi, I Bay community member and a former biotech worker. I am commenting now to emphasize that we want to see more supportive services in South San Francisco (SSF), and to make that happen is a healthy general fund. Lowering the BLT rate for these biotech businesses is disingenuous and does a disservice to the community. The C-suite and many employees do not live in SSF, only using the city for work and food. Rental prices have skyrocketed, causing many long time residents to live, and causing the city to lose it's culture. More money needs to dedicated to housing information and resources for RESIDENTS who need help and define this city. I want this city to fund that so SSF keeps its residents who define the city, not biotech. So, in tonight's meeting, I support a progressive business license tax that ranges from $150 to $90. It’s only fair, and the residents deserve to be invested in for their futures. Tyler Morgan • Guest User at July 24, 2024 at 8:47am PDT Support Make big corporations pay their fare share of taxes. Sincerely, Jackeline Rodriguez • Guest User at July 23, 2024 at 10:18pm PDT Hi I agree that the business license tax should be lifted. The tax cap would only benefit the largest most profitable company in South San Francisco. This is unfair to all of the small and medium businesses who are trying to make it in SSF. We need to increase our general fund and it's due time to update this business tax legislation. We need to remove this cap so that companies can pay their fair share. • Guest User at July 23, 2024 at 9:56pm PDT Hi, I am living in the Westborough region and I support the business license tax cap being removed and having large corporations pay their full due in taxes. Why do I have to pay my taxes to the city and state every year, but big corporations/tech companies get a tax break? As a city council, you should put the people of SSF first and we are lacking in childcare, lacking in senior care, lacking in parks, lacking in community. Why do the seniors have to come to every meeting begging for more community center resources, while you guys are debating whether or not to give tax breaks to big companies? Without the business license tax cap, the city's general fund could increase by $3 MILLION. If you invest in the PEOPLE, the city will thrive. Currently, the city is in a $11 million deficit and you will continue to cut programs for youth, cut hours for the library, replace parks with apartment buildings. Removing the tax cap is one way to have the big companies take accountability for the city they are in. • Guest User at July 23, 2024 at 8:41pm PDT Support I support the tax code being changed so that large corporations operating in SSF pay their fair share of taxes. For the last 50 years, corporate profits increased steadily while corporate taxes reached all time lows. In turn, municipal and state governments have less resources to address immediate social issues, which increases social inequalities and compromises our collective well-being. Corporate tax cuts do not create more jobs. Instead, corporate tax cuts lead to stock buybacks, which benefits shareholders but not the broader public. In fact, this exacerbates inequality. SSF should change this tax code so large businesses act like good neighbors by paying their fair share of taxes -as much, if not more, as all of our small businesses. City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-746 Agenda Date:7/24/2024 Version:1 Item #:16a. Resolution calling for municipal election on a measure to modernize the City of South San Francisco’s business license tax provisions and requesting:(1)that the Board of Supervisors of San Mateo County consolidate the municipal election with the regular election to be held on November 5,2024;and (2)that the County Registrar perform certain election services in connection with such election including conducting the November 5,2024 election for the City of South San Francisco;and (3)authorizing the City Clerk to enter into an agreement for the provision of election services and reimburse the County for election service costs. WHEREAS,the City of South San Francisco maintains a comprehensive system for licensing businesses operating in the City and levying a tax on licenses for the privilege of transacting and carrying on business in the City.The business licensing procedures,definitions,and tax rates are codified in Chapters 6.04,6.08,6.12, and 6.12 of the South San Francisco Municipal Code; and WHEREAS,the City recognized in its 2024-25 budget that it is facing a potential structural deficit that must be addressed through a broad approach that includes both cost savings and enhanced revenue; and WHEREAS,the potential structural deficit threatens the City’s ability to maintain its current levels of service, including fire protection and paramedic emergency response;neighborhood police patrols and services; pothole, street and road maintenance; parks and recreation programs; and library programs and services; and WHEREAS, revenue from the business license tax contributes to the maintenance of those services; and WHEREAS,the business license tax was last updated in 2008 to increase the rates on some large businesses and implement a cap on the total amount of business license tax that any business pays annually.The business licensing procedures and tax rates have not been substantially updated to reflect changes in the business types or growth of some business sectors in the City; and WHEREAS,to ensure that large businesses proportionately contribute to the services and facilities in the City City of South San Francisco Printed on 7/25/2024Page 1 of 6 powered by Legistar™221 File #:24-746 Agenda Date:7/24/2024 Version:1 Item #:16a. WHEREAS,to ensure that large businesses proportionately contribute to the services and facilities in the City and to protect small businesses from increased costs,the City is proposing to modernize and simplify the current business license tax; and WHEREAS,the proposed changes to the business license tax are designed to attract,retain,and encourage business growth and job creation in South San Francisco;simplify oversight and compliance;and generate approximately $3.4 million in annual funding for local services and facilities; and WHEREAS,the proposed changes to the business license tax would not impact South San Francisco residents who do not own or operate a business in the City; and WHEREAS,locally controlled funding from the business license tax could be used to maintain its current levels of service,including fire protection/paramedic emergency response;neighborhood police patrols and services;pothole,street and road maintenance;parks and recreation programs;and library programs and services; and WHEREAS,the measure will help ensure that residents and local homeowners do not shoulder all of the costs of city services that also benefit businesses; and WHEREAS,the measure includes yearly independent financial audits to verify that the taxes levied have been properly applied, exempted, collected, and remitted in accordance with the law; and, WHEREAS,the State’s budget deficit puts the City of South San Francisco under increasing threat to lose over $3 million dollars in fiscal year 2024-25,which is projected to accrete to up to $15 million in lost revenue by fiscal year 2032-33.The measure will help maintain essential services such as public safety,public health, emergency disaster preparation and response; and WHEREAS,the proposed measure includes fiscal accountability protections to ensure funds are spent properly, including required public disclosure of all spending and mandatory annual audits; and WHEREAS,all funds from the measure must stay in South San Francisco for local services and infrastructure and no funds may be taken away by the State; and WHEREAS,the City now desires to adopt an Ordinance to modernize the business license tax by amending the licensing procedures,definitions,and tax rates;varying rates with the size of the business;and generating local revenue for local services and facilities,including fire protection and paramedic emergency response; neighborhood police patrols and services;pothole,street and road maintenance;parks and recreation programs; and library programs and services. WHEREAS,the City Council of the City of South San Francisco desires to call a municipal election for the purpose of submitting to the voters a measure to modernize the business license tax for the purposes stated City of South San Francisco Printed on 7/25/2024Page 2 of 6 powered by Legistar™222 File #:24-746 Agenda Date:7/24/2024 Version:1 Item #:16a. above, including adjusting rates by the size of the business so that large businesses pay their fair share; and WHEREAS,the City Council desires to have the San Mateo County Registrar of Voters render certain services in connection with the general municipal election and authorize the City Clerk to enter into agreement for the provision of election services and reimburse the County for election service costs; and WHEREAS,the City Council desires that the Board of Supervisors of San Mateo County consolidate the general municipal election with the regular election to be held on November 5,2024,pursuant to the requirements of Section 10403 of the California Elections Code; and WHEREAS,the South San Francisco City Council is authorized by California Elections Code Section 9222 and California Revenue and Taxation Code 7285.9 to place such a measure before the voters; and WHEREAS,Government Code Section 53724,Business and Professions Code Section 16000,and California Constitution Article XIIIC authorize the City to levy a business license tax for unrestricted general revenue purposes if the Council approves the resolution proposing the measure by two-thirds vote of the total membership and the ordinance proposing the tax is approved by a majority vote of City voters in an election on the issue. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of South San Francisco as follows: SECTION 1. Call for Municipal Election. (a)The City Council hereby calls a municipal election to be held on November 5,2024,for the purpose of submitting to the electorate a ballot measure approving an ordinance modernizing and simplifying the City’s business license tax,to continue from the effective date until changed,and to be used for unrestricted general revenue purposes of the City. (b)Notice of the time and place of holding the election is to be given and the City Clerk is authorized to give further notice of the election as required by law. SECTION 2. Consolidation with Statewide General Election (a)The City Council orders the municipal election consolidated with the statewide general election on Tuesday, November 5, 2024. (b)In accordance with Elections Code Sections 10002 and 10403,the City Council requests the County of San Mateo Board of Supervisors consolidate the municipal election with the statewide election. (c)The question to be presented to the voters is as follows: To maintain City services, such as: fire protection/paramedic emergency response; neighborhood police patrols and services; pothole, street and road maintenance; parks and recreation programs; library programs and services; and for general government use; shall the City of South San Francisco ordinance be adopted modernizing the business license tax, with increases in rates varying with the size of the business, as described in the ordinance, providing approximately $3.4 million annually, until ended by voters, with annual audits and citizens' oversight? Yes No City of South San Francisco Printed on 7/25/2024Page 3 of 6 powered by Legistar™223 File #:24-746 Agenda Date:7/24/2024 Version:1 Item #:16a. To maintain City services, such as: fire protection/paramedic emergency response; neighborhood police patrols and services; pothole, street and road maintenance; parks and recreation programs; library programs and services; and for general government use; shall the City of South San Francisco ordinance be adopted modernizing the business license tax, with increases in rates varying with the size of the business, as described in the ordinance, providing approximately $3.4 million annually, until ended by voters, with annual audits and citizens' oversight? Yes No (d)The measure shall be approved if a simple majority of voters voting on the above question vote in the affirmative. (e)The City Council acknowledges that the consolidated election will be held and conducted in the manner prescribed in Election Code Section 10418. SECTION 3. Conduct of Election In accordance with Elections Code Section 10002, the City Council requests the County of San Mateo Board of Supervisors authorize the County Clerk to render all services necessary for the conduct of the election regarding the general tax measure and agrees to reimburse the County of San Mateo for the costs of conducting this election. SECTION 4. Proposed Ordinance (a)The ordinance authorizing the business license tax to be approved by the voters is as set forth in Exhibit A hereto. (b)The City Council hereby approves the ordinance,the form thereof,and its submission to the voters of the City at the November 5, 2024, election. (c)The ordinance simplifies and modernizes the current business license tax ordinance.The proposed tax is for general city purposes and will be deposited in the city’s general fund.Tax rates vary with the size and type of business and are as set forth in the ordinance.The tax is collected by the City as part of initial business license issuance and annual license renewal. (d)The City Council requests the County of San Mateo Board of Supervisors to order the County Clerk to set forth in the voter information portion of all sample ballots to be mailed to the qualified electors of the City the full text of the Ordinance and to mail with the sample ballots to the electors printed copies of the full text of the Ordinance,together with the primary arguments and supporters for and against the measure,and to provide absent voter ballots for the election for use by qualified electors of the City who are entitled thereto in the manner provided by law. SECTION 5. Publication of Synopsis The City Clerk is directed to publish a synopsis of the measure in the manner required by Elections Code Section 12111 at least one week before the election. SECTION 6. Submission to County Officials The City Clerk is directed to file a certified copy of this Resolution,with Attachments,with the County of SanCity of South San Francisco Printed on 7/25/2024Page 4 of 6 powered by Legistar™224 File #:24-746 Agenda Date:7/24/2024 Version:1 Item #:16a. The City Clerk is directed to file a certified copy of this Resolution,with Attachments,with the County of San Mateo Board of Supervisors and the County Elections Official no later than the close of business on Friday, August 9, 2024. SECTION 7. Impartial Analysis The City Clerk is directed to transmit a copy of the measure to the City Attorney who is directed to prepare an impartial analysis of the measure in accordance with Elections Code Section 9280.The City Attorney shall file the impartial analysis with the City Clerk no later than August 20, 2024. SECTION 8. Ballot Arguments (a)Ballot arguments for or against the measure may be submitted in accordance with this resolution and applicable provisions of the law.The last day for filing primary argument is August 13,2024,by 5:00pm. (b)The City Council hereby authorizes the Mayor and/or designee to file a written argument not exceeding 300 words in favor of the measure.If a qualified argument against the measure is submitted,the Mayor and/or designee may file a rebuttal argument not exceeding 250 words.At the discretion of the subcommittee,the argument in favor and rebuttal,if any,may also be signed by other members of the City Council,bona fide associations of citizens,or by individual voters who are eligible to vote.The signers of the rebuttal argument may be different from those who signed the primary argument Arguments and rebuttals shall otherwise conform to and comply with all applicable provisions of the Elections Code and be submitted by the deadline required by the County of San Mateo Elections Official. (c)The provisions of Elections Code Section 9285 relating to rebuttal arguments shall apply to this election. The last day for filing of rebuttal arguments is August 20, 2024. SECTION 9. Other Procedures In all particulars not recited in this resolution,the election shall be held and conducted as provided by law for holding municipal elections.The City Council acknowledges that the consolidated election will be conducted in the manner prescribed in Elections Code Section 10418. SECTION 10. Notice The City Clerk is authorized and directed to give notice of the election and notice of measure as required by law.The City Clerk shall file a copy of this resolution with the County Elections Official and the Clerk of the Board of Supervisors forthwith. SECTION 11. Compliance with the California Environmental Quality Act Approval of this resolution is exempt from review under the California Environmental Quality Act (Public Resources Code §21000 et seq.(“CEQA”)and 14 Cal.Code Reg.§15000 et seq.(“CEQA Guidelines”)).The tax to be submitted to the voters by this resolution is a general tax that may only be used for specified governmental purpose(s).As such,under CEQA Guidelines section 15378(b)(4),the tax is not a project within the meaning of CEQA because it creates a government funding mechanism that does not involve any City of South San Francisco Printed on 7/25/2024Page 5 of 6 powered by Legistar™225 File #:24-746 Agenda Date:7/24/2024 Version:1 Item #:16a. the meaning of CEQA because it creates a government funding mechanism that does not involve any commitment to any specific project that may result in a potentially significant physical impact on the environment.If revenue from the tax were used for a purpose that would have such effect,the City would undertake the required CEQA review for that particular project at the earliest feasible time prior to approval of the project,consistent with CEQA Guidelines Sections 15004 and 15352.Therefore,pursuant to CEQA Guidelines section 15060, CEQA analysis is not required. BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco authorizes the City Manager to take any other related actions consistent with the intention of this resolution,subject to approval as to form by the City Attorney. ***** City of South San Francisco Printed on 7/25/2024Page 6 of 6 powered by Legistar™226 ..Title Ordinance amending Chapters 6.04, 6.08, 6.12, and 6.16 of the South San Francisco Municipal Code modernizing business licensing procedures, related definitions, and tax rates. ..body WHEREAS, the City of South San Francisco maintains a comprehensive system for licensing businesses operating in the City and levying a tax on licenses for the privilege of transacting and carrying on business in the City. The business licensing procedures, definitions, and tax rates are codified in Chapters 6.04, 6.08, 6.12, and 6.12 of the South San Francisco Municipal Code; and WHEREAS, the City recognized in its 2024-25 budget that it is facing a potential structural deficit that must be addressed through a broad approach that includes both cost savings and enhanced revenue; and WHEREAS, the potential structural deficit threatens the City’s ability to maintain its current levels of service, including fire protection and paramedic emergency response; neighborhood police patrols and services; pothole, street and road maintenance; parks and recreation programs; and library programs and services; and WHEREAS, revenue from the business license tax contributes to the maintenance of those services; and WHEREAS, the business license tax was last updated in 2008 to increase the rates on some large businesses and implement a cap on the total amount of business license tax that any business pays annually. The business licensing procedures and tax rates have not been substantially updated to reflect changes in the business types or growth of some business sectors in the City; and WHEREAS, to ensure that large businesses contribute to the services and facilities in the City and to protect small businesses from increased costs, the City is proposing to modernize and simplify the current business license tax; and WHEREAS, the proposed changes to the business license tax are designed to attract, retain, and encourage business growth and job creation in South San Francisco; simplify oversight and compliance; and generate approximately $5.2 million in annual funding for local services and facilities; and WHEREAS, the proposed changes to the business license tax would not impact South San Francisco residents who do not own or operate a business in the City; and WHEREAS, locally controlled funding from the business license tax could be used to maintain its current levels of service, including fire protection and paramedic emergency response; 227 neighborhood police patrols and services; pothole, street and road maintenance; parks and recreation programs; and library programs and services; and WHEREAS, the proposed measure includes fiscal accountability protections to ensure funds are spent properly, including required public disclosure of all spending and mandatory annual audits; and WHEREAS, all funds from the measure must stay in South San Francisco for local services and infrastructure and no funds may be taken away by the State; and WHEREAS, the City now desires to adopt an Ordinance to modernize the business license tax by amending the licensing procedures, definitions, and tax rates; varying rates with the size of the business; and generating local revenue for local services and facilities, including fire protection and paramedic emergency response; neighborhood police patrols and services; pothole, street and road maintenance; parks and recreation programs; and library programs and services. NOW, THEREFORE, THE PEOPLE OF THE CITY OF SOUTH SAN FRANCISCO DO HEREBY ORDAIN AS FOLLOWS. SECTION 1. Findings The People of South San Francisco find that the foregoing recitals are true and correct and are incorporated into the Ordinance by this reference. SECTION 2. Amendment of Chapters 6.04, 6.08, 6.12, and 6.16 of the South San Francisco Municipal Code The specified sections of Chapters 6.04, 6.08, 6.12, and 6.16 of the South San Francisco Municipal Code are hereby amended as set forth in Exhibit A (with text in strikeout indicating deletion and underlined text indicating addition). SECTION 3. Amendments by the City Council The following amendments to the provisions of the Municipal Code affected by this Ordinance must be approved by the Voters of the City: increasing the tax rate or revising the methodology for calculating the tax such that a tax increase would result or imposing the tax on a class of businesses not previously subject to the tax. The City Council may otherwise amend the provisions of the Municipal Code affected by this Ordinance without submitting the amendment to the Voters for approval. The Voters of the City affirm that the following actions shall not constitute an increase of the rate of a tax: A. The restoration of the rate of the tax to a rate that is no higher than that set by this Ordinance if the City Council has acted to reduce the rate of the tax; 228 B. An action that interprets or clarifies the methodology of the tax or any definition applicable to the tax so long as interpretation or clarification (even if contrary to some prior interpretation or clarification) is not inconsistent with the language of this Ordinance; C. The establishment of a class of person that is exempt or excepted from the tax or the discontinuation of any such exemption or exception other than the discontinuation of an exemption or exception specifically set forth in this Ordinance; or, D. The collection of the tax imposed by this Ordinance, even if the City had for some period of time failed to collect the tax. SECTION 4. Compliance with the California Environmental Quality Act. The approval of this Ordinance is exempt from the California Environmental Quality Act (Public Resources Code §§ 21000 et seq., “CEQA,” and 14 Cal. Code Reg. §§ 15000 et seq., “CEQA Guidelines”). This Ordinance imposes a general tax that can be used for any legitimate governmental purpose; it is not a commitment to any particular action. As such, under CEQA Guidelines section 15378(b)(4), the Ordinance is not a project within the meaning of CEQA because it creates a government funding mechanism that does not involve any commitment to any specific project that may result in a potentially significant physical impact on the environment. If revenue from the tax were used for a purpose that would have such effect, the City would undertake the required CEQA review for that particular project at the earliest feasible time prior to the approval of the project. Therefore, pursuant to CEQA Guidelines section 15060, CEQA analysis is not required. SECTION 5. Severability. If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed the Ordinance, and each and every section, subsection, sentence, clause, or phrase not declared invalid or unconstitutional without regard to whether any portion of this Ordinance would be subsequently declared invalid or unconstitutional. SECTION 6. Publication and Effective Date Pursuant to the provisions of Government Code Section 36933, the City Attorney shall prepare a summary of this Ordinance. 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) po st in the City Clerk’s Office a certified copy of the full text of this Ordinance. If this Ordinance is approved by a majority of the voters voting on the issue at the November 5, 2024, election, pursuant to Elections Code Section 9217, this Ordinance shall become effective ten (10) days after the Council declares the results of the election. 229 * * * * * 230 EXHIBIT A 6.04.055 Exemptions—Engaging in Business for One Day with Gross Receipts of $500 or Less. A business engaging in business in the City for a single day with estimated gross receipts of less than five hundred dollars ($500) shall be exempt from the payment of business license tax but shall be required to obtain a business license and pay any applicable fees. 6.04.090 Collector—Enforcement. A. It shall be the duty of the collector, and he is directed to enforce each and all of the provisions of this chapter and Chapters 6.08 through 6.16, and the chief of police shall render such assistance in the enforcement as may from time to time be required by the collector or the city manager. B. The collector, in the exercise of the duties imposed upon him under this chapter, and acting through his deputies or duly authorized assistants, shall examine or cause to be examined all places of business in the city to ascertain whether the provisions of this chapter and Chapters 6.08 through 6.16 have been complied with. C. The collector and each and all of his assistants and any police officer shall have the power and authority, upon obtaining an inspection warrant therefor, to enter, free of charge, and at any reasonable time, any place of business required to be licensed under this chapter and Chapters 6.08 through 6.16 and demand an exhibition of its license. Any person having such license theretofore issued, in his possession or under his control, who willfully fails to exhibit the same on demand, shall be guilty of an infraction and subject to the penalties provided for in this chapter and Chapters 6.08 through 6.16. 6.04.123 General business license tax rate. Unless specified otherwise, the annual business license tax shall consist of the following base rates and per employee rates based upon the average number of employees, including contract employees, employed by the business in the prior year: [TABLE TO BE INSERTED BASED ON COUNCIL DIRECTION] 6.04.125 Annual cap on amount of business license tax. A. The annual business license tax per business shall not exceed XXXXXXXX dollars (“annual cap”).If a business has multiple locations within the city and is required to obtain a separate business license for each location, as provided for in Section 6.12.040, then the annual cap shall apply separately to the license tax levied on each license. 6.04.126 Tax rates subject to annual adjustment by cost index. A. Commencing January 1, 2026 and each January 1st thereafter, each of the tax items listed in subsection (D) below shall be adjusted by the same percentage as the change in the Consumer 231 Price Index for Urban Wage Earners and Clerical Workers (“CPI-W”) for the San Francisco Bay Area published by the U.S. Bureau of Labor Statistics during the previous calendar year. The collector shall calculate the change in each tax rate and component, rounding to the nearest quarter dollar. The percentage change shall be calculated by comparing the CPI-W for the most recent month of June with that of June of the prior year. If the time period for measurement of CPI-W changes, the collector shall determine a revised time period and apply that revised time frame consistently. B. In the event that the CPI-W is discontinued or renamed by the Bureau of Labor Statistics or its successor agency, the collector shall select a reasonable successor index. C. Unless otherwise specified, the CPI-W adjustment shall not apply to any portion of a business license tax that is calculated based on gross receipts or construction value. D. Annually, as described in subsection (A), the following tax items shall be adjusted administratively:: 1. The base rates and per employee rates, as defined in Section 6.04.123. 2. The per employee rates, as defined in Section 6.04.123. 3. Each rate established in Chapter 6.16. 4. The annual cap, as defined in Section 6.04.125. E. In lieu of an annual administrative adjustment described above, the City Council may, by resolution, adjust any or all of the tax items listed in subsection (D) by an amount less than CPI-W. If the City Council adjusts the tax items listed in subsection (D) by less than CPI-W for one year, the administrative adjustment shall be implemented the following year, unless the City Council adopts a resolution adjusting the tax items by a lower amount. 6.04.126 6.04.190 Citizens’ Oversight and Annual Audit. Each year, as part of the audit of the city's financial statements, the City's independent auditors shall complete a report reviewing the collection, management, and expenditure of revenue from the tax levied by this chapter. The report shall be reviewed by the City Council Budget Standing Committee or successor entity designated by the City Council as part of its review of the City’s budget. Review of the report shall be a separate item of business on the agenda for the meeting at which the Budget Standing Committee receives and reviews the report. Any public comments on the report shall be forwarded to the City Council for consideration. 6.08.010 Average number of persons employed. “Average number of persons employed” or “average number of employees” means the number of employees determined in accordance with one of the following methods: A. The number of employees shall be the average whole number of employees as reported for worker’s compensation, unemployment compensation, disability, income tax (including an Internal Revenue Service Form 1099), insurance, benefit, or social security or other retirement benefit purposes covering the twelve-month period closest to the date of application for a license or renewal B. Where a formal payroll, budget or cost accounting system is employed, the whole number of employees shall be derived by ascertaining the total number of hours of service performed by all employees during the previous year and dividing such total hours by the number of hours of service constituting a year’s work of one full-time employee according to the customs or laws governing such employment. 232 C. A method of computation which is substantially equivalent to subsections A or B of this section approved by the collector. If any provision of this chapter, Chapters 6.04, or 6.16 requires that a license tax computation include “per employee,” “each employee,” or similar designation as a factor, the collector shall use one of the methods stated in this section to make the number of employee determination. All methods, including an alternative method, should include all employees, as defined in Section 6.08.050, for the purpose of calculating the average number during the preceding year. D. For any method used, only employees working in the business in the City of South San Francisco should be counted. An employee is considered working in the business in the City of South San Francisco if they: 1. Work in the business an average of at least one day per week (excluding vacations, holidays, and sick days) while physically present in the City. 2. Are designated or assigned by the business as working in a business location in the City, regardless of whether they physically work in the business from a remote location. 6.08.020 Business. “Business” includes professions, trades, and occupations and all and every kind of calling whether or not carried on for profit, including without limitation renting, leasing, or otherwise making a unit real property available for occupancy in exchange for payment. 6.08.050 Employee. For the purpose of calculating a business’s license tax, “employee” means all persons engaged in the operation of conduct of the business, whether as owner, any member of the owner’s family, partner, or manager and any and all other persons employed or working in the business. “Employee” includes, without limitation, a person designated as a co-employee, non-employee, independent contractor, or any other classification, so long as the person is working in the business. A person who receives an Internal Revenue Service Form 1099 from a business is an employee of the business. 6.08.115 Unit. For the purposes of calculating a business’s business license tax, “unit” means a component of real property offered for rent, lease, or occupancy. If the owner or manager of real property offers a component of real property for rent or lease, that component of real property counts as a unit for the purpose of calculating license tax. 6.12.020 Application—First license. A. Upon a person making application for the first license to be issued under this chapter or for a newly-established business, such person shall furnish to the collector a sworn declaration, upon a form provided by the collector, including but not limited to the following information: 1. The exact nature or kind of business for which a license is requested; 2. The place where such business is to be carried on and, if the same is not to be carried on at any permanent place of business, the place of residences of the owners of same; 3. In the event that application is made for the issuance of a license to a person doing business under a fictitious name, the application shall set forth the names and places of residences of those owning said business; 233 4. In the event that the application is made for the issuance of a license to a corporation or a partnership, the application shall set forth the names and places of residences of the officers or partners thereof; 5. In all cases where the amount of license tax to be paid is measured by gross receipts, the application shall set forth such information as may be therein required and as may be necessary to determine the amount of the license tax to be paid by the applicant. 6. In all cases where the amount of license tax to be paid is measured in whole or in part by the number of employees, the applicant shall set forth such information as may be therein required and as may be necessary to determine the amount of the license tax to be paid by the applicant; 7. If the application is for a business regulated by the Contractor’s License Law of the State of California, the applicant shall include in the declaration or furnish separately, as required by the collector, the class of license issued by the state, date of issuance, number and effective date; if the business is exempt, the applicant shall furnish proof thereof; 8. Any further information which the collector may require to enable him or her to issue the type of license applied for and determine the license tax to be paid. B. If the amount of the license tax to be paid by the applicant is measured by gross receipts, or in whole or in part by a number of people, vehicles, or other things, the applicant shall estimate the gross receipts or the number of people, vehicles, or other things for the period to be covered by the license to be issued. The applicant shall use the methods described in Section 6.08.010 to estimate the number of employees. Such estimate, if accepted by the collector as reasonable, shall be used in determining the amount of license tax to be paid by the applicant; provided, however, the amount of the license tax so determined shall be tentative only, and such person shall, within thirty days after the expiration of the period for which such license was issued, furnish the collector with a sworn statement, upon a form furnished by the collector, showing the actual gross receipts or number of employees during the period of such license, and the license tax for such period shall be finally ascertained and paid in the manner provided by this chapter and Chapters 6.04 and 6.16, after deducting from the payment found to be due, the amount paid at the time such first license was issued. C. The collector shall not issue to any such person another license for the same or any other business, until such person has furnished to him or her the sworn declaration and paid the license tax as required. 6.12.020 6.12.150 Delinquent payments—Penalty. A. For failure to pay a license tax when due, the collector shall add a penalty of ten percent of said license tax on the first day of each month after the due date thereof (excluding penalties previously accrued) up to a total penalty of 100 percent of the license tax amount B. No license or sticker, tag, plate, or symbol shall be issued, nor one which has been suspended or revoked shall be reinstated or reissued, to any person, who at the time of applying therefor, is indebted to the city for any delinquent license taxes, unless such person, with the consent of the collector, enters into a written agreement with the city, through the collector, to pay such delinquent taxes, plus seven percent simple annual interest upon the unpaid balance, in monthly installments, or oftener, extending over a period of not to exceed one year. C. In any agreement so entered into, such person shall acknowledge the obligation owed to the city and agree that, in the event of failure to make timely payment of any installment, the whole amount unpaid shall become immediately due and payable and that his current license shall be revocable by the collector upon thirty days’ notice. In the event legal action is brought by the city to 234 enforce collection of any amount included in the agreement, such person shall pay all costs of suit incurred by the city or its assignee, including a reasonable attorney’s fee. The execution of such an agreement shall not prevent the prior accrual of penalties on unpaid balances at the rate provided in this section, but no penalties shall accrue on account of taxes included in the agreement, after the execution of the agreement, and the payment of the first installment and during such time as such person shall not be in breach of the agreement. 6.16.020 (Reserved). 6.16.030 (Reserved). 6.16.035 (Reserved). 235 6.16.047 Commercial parking facility. (a) Commercial Parking Facility Defined. “Commercial parking facility” means any privately owned or operated facility which provides, for any form of consideration, parking or storage for motor vehicles, motorcycles, trailers, bicycles or other similar means of conveyance for passengers or property. Privately owned or operated facilities, which would otherwise be within the foregoing definition of “commercial parking facility,” are excluded from that definition when rented appurtenant to the rental of residential-dwelling units which are not otherwise required to be licensed pursuant to this chapter. (b) “Operator” means any person who, as owner, lessee, employee, agent or otherwise, operates, maintains, manages, keeps, permits or allows to be operated, maintained, managed or keep any commercial parking facility in or upon any premises owned, leased, managed, operated or controlled by such person within the city. (c) The license tax payable by operator shall be eight percent of the gross receipts received from facilities operated within South San Francisco without deduction therefrom. (d) Pursuant to Chapter 4.22 of this Code, a commercial parking facility shall be subject either to the tax imposed by this section or the commercial parking tax imposed by Chapter 4.22, but not both. Whenever the commercial parking tax is being imposed, and the business license tax on commercial parking facilities in this section is not being imposed, commercial parking facilities shall be subject to the business license tax provided for in Section 6.16.240. 6.16.047 6.16.050 Construction contractor. (a) “Construction contractor” means a person conducting or carrying on a business and who undertakes to, or offers to undertake to, or purports to have the capacity to undertake to, or submits bids to, or does him or herself or by or through others, construct, alter, repair, add to, subtract from, improve, move, wreck, or demolish any building, highway, road, railroad, excavation or other structure, project, development or improvement, including excavation and moving of earth, rock, sand and similar materials or filling and grading of land, or to do any part thereof, including the erection of scaffolding or other structures or work in connection therewith, acting as a general contractor, prime contractor, subcontractor or specialty contractor. (b) Every person conducting or carrying on a business who is licensed as a contractor by the state of California and who undertakes to, or offers to undertake to, or purports to have the capacity to undertake to, or submits bids to, or does himself or herself or by or through others, construct, alter, repair, add to, subtract from, improve, move, wreck, or demolish any building, highway, road, railroad, excavation or other structure project, development or improvement, or to do any part thereof, including the erection of scaffolding or other structures or works in connection therewith, is defined as a contractor. The term contractor as used in this section also includes subcontractor and specialty contractor. Every contractor shall pay a business tax of one dollar and eighty cents ($1.80) for each one thousand dollars ($1,000.00) of construction value as reported on the buiding permit submitted and to the City and be paid by each general or prime contractor and each subcontractor doing business in the City. (c). The license tax shall be paid to the City prior to the issuance of each building permit and said business license shall run for the duration of the construction project and, notwithstanding any other provision of Chapter 6.04, 6.08, 6.12, or 6.16, is applicable only to the building project authorized by that permit. 236 6.16.060 Junk collector/recycler. (a) Each business or person that operates as a junk collector or recycler within South San Francisco shall pay an annual business license tax equal to the greater of two hundred dollars or four percent of the gross receipts derived from the collection of recyclable/salvageable materials within South San Francisco (“junk collector/recycler rate”). A recyclable/salvageable material shall be as defined in Section 6.56.010 and Section 8.28.020. (b) All junk collectors who are issued a junk collectors permit to conduct a junk collectors business involving the collection of recyclable/salvageable materials shall submit quarterly reports and an annual report to the city’s finance director for purposes of compliance with this section. (c) The following information shall be furnished by each junk collector permitted by the city in its quarterly reports: (1) The number of accounts that the junk collector has in the city; (2) The total revenue received from charges for the collection of recyclable/salvageable materials from accounts within the city; (3) A calculation of four percent of gross receipts earned during that quarter from the collection of recyclable/salvageable materials within the city; (4) Total tonnage of recyclable/salvageable material collected by the junk collector from sources in South San Francisco; (5) Total tonnage of each type of recyclable/salvageable material collected by the junk collector from sources in South San Francisco. The quarterly reporting periods shall be from January 1st through March 31st, April 1st through June 30th, July 1st through September 30th, and October 1st through December 31st. (d) Each junk collector permitted by the city shall furnish the following information in its annual report: the business name, address, telephone number and contact person of each account which is serviced by the junk collector; the date that the account service began and ended as applicable and the total annual charge to the account for service, and total annual revenue derived from service charges for the calendar year. (e) Failure to produce a quarterly or annual report may result in revocation or suspension of the junk collector’s permit pursuant to Section 6.56.070 of this code. 6.16.080 (Reserved). 6.16.110 Peddler or solicitor. (a) “Peddler” means any person going from house to house, place to place, or in or along the streets within the city selling and making immediate delivery or offering for sale and immediate delivery, any goods, wares, merchandise, or anything of value, in possession of the peddler, except such goods, wares and merchandise to manufacturers, wholesalers, jobbers or retailers, for the purpose of resale. (b) “Solicitor” means a person who engages in the business of going from house to house, place to place, or in or along the streets within the city selling or taking orders for, or offering to sell or take orders for, goods, wares, merchandise or other things of value for future delivery or for the services to be performed in the future. (c) The license tax is two hundred fifty dollars per vehicle plus an amount equal to the average number of employees multiplied by the applicable per employee rate(s) stated below (“peddler/solicitor rate”): 237 Number of Employees Per Employee Rates 0-4 $30 5-9 $35 10-19 $50 20-49 $60 50-99 $75 100-249 $80 250-499 $90 500-999 $100 1,000+ $150 (d) All peddlers and solicitors shall comply with the requirements set forth under Chapter 6.90 of this code and shall obtain a vending permit issued pursuant to that chapter. Such permit shall be displayed or carried on the permittee’s person at all times as required by Chapter 6.90. (e) Every person engaged in the business of soliciting shall first pay to the department of finance the license tax specified in this section and, thereafter, prior to receiving such license or permit, or renewal thereof, shall report to the police department of the city and furnish said department with all the following information: (1) Permanent residence address and telephone number of applicant, together with his or her regular mailing address; (2) Up-to-date medical certificates (not more than ten days old), issued by a licensed physician and establishing that neither the applicant nor any of the persons intended to be employed by him or her for the purpose of soliciting within the city, including any and all partners, agents, servants, or crew members, is afflicted with a communicable disease of any type or description; each person so afflicted shall be denied a license or permit until such time as he or she shall present a medical certificate showing him or her to be free from any such communicable disease; (3) Each applicant and all partners, agents, employees, servants, or crew members shall submit to fingerprinting by the police department for identification purposes; it shall be the duty of the police department to check all of said fingerprints with the Federal Bureau of Investigation and the California Criminal Intelligence Bureau. If the police department ascertains that the applicant, or any of said persons, has a criminal record, or is of undesirable character, it shall be the duty of the chief of police to report such matter, at the earliest possible date, to the city council, with his or her recommendation, and, in the meantime, no license or permit, as the case may be, shall be issued to such person, pending action by the city council. If, upon the police report, such person is denied a license or permit, or if he or she withdraws his or her application after the police department has commenced its investigation, he or she shall be entitled to a refund of the tax paid to the collector as specified in this section; provided, however, that there shall be deducted therefrom the sum of fifty dollars to be retained by the city as reimbursement for the cost of making each investigation; (4) The provisions of this section with respect to fingerprinting, health certificates, and police investigation shall apply to all persons soliciting within the confines of the city whether such 238 person is subject to the payment of a business license fee or not. All persons exempt from the payment of such business license fee shall, nevertheless, be required to carry a card containing the same information and data as specified in this section, and shall pay to the collector the sum of fifty dollars annually for the purpose of defraying the expense of fingerprinting, police investigation, and preparation of license or permit card, which must be renewed each year; (5) It is unlawful for any person to solicit: (A) At any time at any building where there is a posted sign stating “no solicitors,” or words to that effect, unless the occupant has previously granted permission, (B) At any time at any building between the hours of nine p.m. and nine a.m., (C) In a congested area where the solicitation impedes the public. For the purpose of this section, the judgment of a police officer, exercised in good faith, shall be deemed conclusive as to whether the area is congested or the public impeded. 6.16.110 6.16.120 Professional-semiprofessional related business. (a) “Business” means a person engaged in each of the following or any combination thereof: (1) Accountant, acupuncturist, advertising, analyst, appraiser, architect, artist, assayer, attorney; (2) Bacteriologist, bail bond broker, broker, business opportunity broker, business and safety consultant; (3) Cemetery broker, chemist, chiropodist, chiropractor, collection agency or mercantile agency, commercial artist, commission merchant; (4) Dentist, designer or decorator, discount finance company, drugless practitioner (provided, however, that this section shall not apply to persons who treat the sick through prayer or spiritual means); (5) Electrologist, engineer, entomologist, finance company; (6) Geologist; (7) Herbalist (prescriber); (8) Illustrator or show card writer, insurance adjuster or claims adjuster, insurance broker, investment and investment trust; (9) Laboratory, landscape architect, lapidary; (10) Map maker or cartographer, mineralogist, moneylender or money broker, mortician; (11) Naprapath and naturopath; (12) Oculist, oil and gas broker, optometrist, osteopath; (13) Physician, psychiatrist, psychologist; (14) Real estate broker; (15) Stock and bond broker, surveyor; (16) Tax counselor, taxidermist; (17) Veterinarian; (18) Design professional, including computer or graphic design; (19) Computer programmer; (20) Planner or architect; (21) Surveyor, inspector, or map professional. (b) The license tax is as follows: 239 (1) One natural person conducting such a business, a tax of two hundred seventy-five dollars; (2) Two or more natural persons conducting such a business as an association, partnership, or professional corporation, a tax of two hundred seventy-five dollars plus two hundred seventy-five dollars for each natural person participating as an associate, partner or member of the professional corporation (“professional/semi-professional rate”). 6.16.120 6.16.130 Public utilities. (a) “Public utilities” means public utilities operating within the city except those which pay a city tax pursuant to a franchise. (b) Unless otherwise prohibited by law, the license tax is seven thousand five hundred forty four dollars and seventy-five cents (“public utility rate”). 6.16.140 (Reserved). 6.16.150 Rental of real property. (a) “Rental of real property” means the leasing or letting out of or otherwise making available for occupancy land, buildings, or other components of real property to tenants in exchange for payment, typically but not exclusively rent. Rental of residential real property includes operating a hotel, motel, apartment house, or short-term vacation rental, as well as rental of a single residential unit of any kind . (b) The license tax is as follows: (1) For rental of residential real property that does not require payment of transient occupancy tax: fifty dollars ($50) per unit. (2) For rental of residential real property that requires payment of transient occupancy tax: one hundred fifty dollars ($150) plus ten dollars ($10) per unit. (3) For rental of nonresidential real property: the base rates and per employee rates, as defined in Section 6.04.123. wa 6.16.190 Temporary vendor. (a) “Temporary vendor” means any person who engages in temporary or transient business in the city, selling goods, wares, merchandise or any other thing of value with the intention of conducting such business in the city for a period of less than six months and who, for the purpose of carrying on such business, hires, leases or occupies any room, vacant lot, building or other place for the exhibition or sale of goods, wares, merchandise or other thing of value for a period of less than six months; provided, however, that this section shall not apply to sample rooms for the display and taking orders for goods at wholesale. (b) The license tax is one hundred and fifty dollars per day (“temporary vendor rate”). (Reserved). 240 6.16.210 Transportation of persons. (a) “Transportation of persons” means the carrying of persons in the city by a person not otherwise licensed by this chapter. This section shall not apply to public transit agencies such as SamTrans, BART, their successor agencies, or any other public transit agencies, but shall apply to private carriers who have an office or commercial garage or warehouse in the city and rent out their vehicles for a fee to public transportation companies. (b) The license tax is three hundred seventy-seven dollars and twenty-five cents per vehicle plus an amount equal to the average number of employees multipled by the applicable per employee rate(s) stated below (“transportation of persons rate”): Average number of employees Per Employee Rates 0-4 $30 5--9 $35 10-19 $50 20-49 $60 50-99 $75 100-249 $80 250-499 $90 500-99 $100 $1,000+ $150 6.16.210 6.16.220 Warehousing. (a) “Warehousing” means any business operation where the principal business activity involves the storage and warehousing of goods, merchandise, packages, mail, or household furniture or goods in the city. Warehousing includes the temporary storage or processing of mail or packages for purposes of sorting or preparing for redelivery. (b) A business subject to the Warehousing Activities Rate may be exempt if it is a carrier of household goods or owns or operates motor vehicles in the transportation of property for hire and therefore engages in intercity transportation business within the meaning of Household Goods Carriers Uniform Business License Tax Act (Cal. Pub. Util. Code Sections 5325 et seq.). A business claiming such an exemption must follow the procedure prescribed in Sections 6.04.040 and 6.04.050 of this code. (c) A business operation that has a warehousing component, but which has retail or wholesale sales, research and development, or manufacturing as its principal business activity within the city, shall be classified as another business type for the purposes of calculating the business license tax, as provided for in Section 6.04.110 of this code. In determining the proper category for a business with a warehousing component, the collector shall consider whether the business uses its warehouse space for any of the following: (1) The manufacture of products, including food or beverage products at the same location by that same company. 241 (2) The internal use of a stored commodity to be consumed primarily by that business itself, such as the following items when used by the business in the course of transacting its own business: office supplies, lab equipment, automotive parts or supplies, or chemical or testing products. (3) Servicing the retail, wholesale, or manufacturing activities of that same business within the city. (4) Wholesale sales. “Wholesale sales” means sale of goods, wares, or merchandise for the purpose of resale in the regular course of business by a person not otherwise licensed by this chapter. (D) The license tax is as defined in Section 6.04.123. 6.16.230 (Reserved). 242 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-611 Agenda Date:7/24/2024 Version:1 Item #:17. Report regarding consideration of an updated Memorandum of Understanding,Version 16 between the City of South San Francisco and the South San Francisco Unified School District and adoption of a resolution authorizing the City Manager to execute the agreement and to receive an annual report on the status of the Memorandum of Understanding,Version 16. (Scott Campbell, Chief of Police) RECOMMENDATION It is recommended that the City Council receive a report on the status of the Memorandum of Understanding, Version 16 between the City of South San Francisco and the South San Francisco Unified School District and approve the associated resolution to continue the agreement for the 2024-2025 school year. BACKGROUND/DISCUSSION Per action of the City Council and Board of Trustees in 2023,the South San Francisco Police Department (SSFPD)and South San Francisco Unified School District (SSFUSD)adopted a Memorandum of Understanding (MOU)which commenced for the 2023-24 school year.This MOU consists of guidelines to inform the relationship between the SSFUSD and the School Liaison Officer (SLO)program of the SSFPD which expired on June 30, 2024. The terms of the MOU require an annual review and presentation to evaluate the effectiveness of the program, and whether the parameters of the MOU are being followed.Furthermore,the MOU shall be reconsidered for renewal by both the City of South San Francisco and the SSFUSD for each successive fiscal year. Factors incorporated in the South San Francisco Police Departments annual report include: ·Aggregated data on police contacts with students ·A summary of the student arrests and citations by gender, race/ethnicity, and any other relevant data. ·Success of established program goals and objectives ·An appraisal of areas with opportunities for improvement The South San Francisco Unified School District Board of Trustees approved the renewal of version 16 of the MOU between SSFPD and SSFUSD on June 20, 2024, and recommend a minor change as follows: Section X(c) Program Evaluation, Assessment, and Report: The City Council and District Board of Trustees will receive a report each June/July, following the end of each school year,beginning in June/July 2023 regarding the Program. The report will be based on information available from the concluding school year. A purpose of the report is to provide the City Council and Board of Trustees with information relevant to their consideration of whether the program should be renewed for another year. The report will summarize the review City of South San Francisco Printed on 7/19/2024Page 1 of 3 powered by Legistar™243 File #:24-611 Agenda Date:7/24/2024 Version:1 Item #:17. described in this section, including an appraisal of whether the program is achieving its intended goals and objectives, and any improvements or adjustments to the Program proposed by the City Manager and Superintendent. The report will be presented to the City Council and District Board of Trustees as part of their consideration of annual renewal of this MOU, as described in Section XIII(a). Section XIII(a) Renewal and Termination: The initial term of this MOU shall commence 30 days after the MOU has been approved by both the City Council and the District’s Board of Trustees, and shall remain in effect through June 30, 2025.Beginning in June/July 2023, and each June/July thereafter, this MOU shall be reconsidered for renewal by both the City of South San Francisco and the District for each successive fiscal year, unless either party gives written notice of termination as set forth in subsection (b) below. For purposes of this MOU, the fiscal year begins on July 1st and ends on June 30th each year. In the event that the City Council or Board of Trustees is unable to complete deliberations on renewal of this MOU prior to June 30th each year, the MOU may be renewed at any time and will apply to the balance of the fiscal year in which it is renewed. The District or City Council can at any time agendize this at any of their respective meetings. FISCAL IMPACT There is no known fiscal impact on the City’s General Fund. RELATIONSHIP TO STRATEGIC PLAN The MOU meets strategic planning objective 3.0 Public Safety:providing skilled police,emergency and medical service and emergency management. CONCLUSION Staff recommends that the City Council adopt a resolution to accept the report on the status of the Memorandum of Understanding, Version 16 between the City of South San Francisco and the South San Francisco Unified School District and approve the associated resolution to continue the agreement for the 2024-2025 school year. Attachments: 1.MOU v16 City of South San Francisco Printed on 7/19/2024Page 2 of 3 powered by Legistar™244 File #:24-611 Agenda Date:7/24/2024 Version:1 Item #:17. 2.Presentation City of South San Francisco Printed on 7/19/2024Page 3 of 3 powered by Legistar™245 246 247 248 249 250 251 252 253 254 255 256 JULY 24, 2024 PRESENTED BY SCOTT CAMPBELL, CHIEF OF POLICE ANNUAL SCHOOL LIAISON OFFICER (SLO) REPORT 2023-2024 SUMMARY “Working together to provide a safe and healthy school environment for students, staff and visitors” 257 Discussion Topics Provide Law Enforcement Summary Overview of School Sites and Demographics Overall Police Contact Data Points and Purpose of Contacts School Specific Data Points Districtwide Student Mental Health Awareness Student and Staff Survey Provided by the SSFUSD 258 Discussion Topics (continued) Areas of Growth, Partnership, and Improvement Every 15 Minutes Program Youth Enrichment Series (YES) Program School Events Training Opportunities 259 SSFUSD School Sites Elementary Schools ●Buri Buri Elementary ●Los Cerritos Elementary ●Martin Elementary ●Ponderosa Elementary ●Spruce Elementary ●Sunshine Gardens Elementary ●Monte Verde Elementary (San Bruno) ●Junipero Serra Elementary (Daly City) ●Skyline Elementary (Daly City) Middle Schools ●Alta Loma Middle School ●Parkway Heights Middle School ●Westborough Middle School High Schools ●El Camino High School ●South San Francisco High School ●Baden High School 260 SSFUSD Student Demographics and Contacts (Total of 171) Race/Ethnicity 85 Hispanic/Latino 4062 48.82% 21 Filipino 1690 20.31% 15 Chinese 1175 14.12% 12 African American 145 1.74% 10 White 544 6.54% 4 American Indian/Alaskan Native 90 1.08% 2 Cambodian 14 0.17% 2 Other Asian 134 1.61% 2 Other Pacific Islander 88 1.06% 1 Asian Indian 127 1.53% 17 Unknown/Undefined Race/Ethnicity District Enrollment Baseline 261 Student Information (Note: Multiple students can be involved in a single contact, or students may not be involved, so student totals do not match contact/case totals) 1 Kindergarten 4 1st grade 3 2nd grade 2 3rd grade 7 4th grade 1 5th grade 9 6th grade 15 7th grade 29 8th grade 20 9th grade 29 10th grade 28 11th grade 19 12th grade 4 Unknown or n/a 46 SPED/IEP 36 EL 3 Homeless/Foster Youth 94 Male 74 Female 3 Gender unknown/unidentified 262 Districtwide School Site Incidents ●Juvenile/CPS Cases: 30 ●Vandalisms: 4 ●Sex Assault/Harassment Cases: 6 ●Welfare Checks/5150s: 38 ●Disturbances/Trespass: 23 ●Assault/Battery: 20 ●Robbery: 3 ●Thefts: 3 ●Burglary: 1 ●Suspicious Circumstance/Person: 35 Total = 227 (SSFUSD Initiated 82%, Police Initiated 9%, Parent/Guardian Initiated 9%) ●Threats: 6 ●Narcotics/Alcohol: 7 ●Weapons: 2 ●Missing Juvenile: 1 ●Vehicle Collision involving student: 1 ●Distribution of Pornography: 1 ●Adult Protective Services Referral: 1 ●Court Order Violations: 2 ●Other: 43 (student or teacher advice, noise complaints, 911 hang-ups (school hours), traffic issues, parent/guardian concerns, disgruntled parents, animal/SPCA, follow-ups etc.) 263 SSFUSD High School Incidents South San Francisco High School Juvenile/CPS Cases: 7 Vandalisms: 1 Sex Cases: 1 Welfare Checks/5150s: 5 Disturbances/Trespass: 9 Assault/Battery: 4 Robbery: 3 Thefts: 1 Burglary: 1 Suspicious Circ/Person: 8 Threats: 1 Narcotics/Alcohol: 2 Weapon: 2 Other: 7 El Camino High School Juvenile/CPS Cases: 2 Vandalisms: 2 Sex Cases: 2 Welfare Checks/5150s: 9 Disturbances/Trespass: 7 Assault/Battery: 6 Battery with GBI: 1 Thefts: 1 Suspicious Circ/Person: Threats: 2 Narcotics/Alcohol: 3 Distribution of Pornography: 1 Collision involving student: 1 Other:10 Baden High School Juvenile/CPS Cases: 2 Welfare Checks/5150s:1 Court Order Violation: 2 APS Referral: 1 264 SSFUSD Middle School Incidents Alta Loma Middle School Juvenile/CPS Cases: 4 Welfare Checks/5150s: 3 Disturbances/Trespass: 1 Assault/Battery: 2 Suspicious Circ/Person: 5 Threats: 1 Narcotics/Alcohol: 2 Other: 8 Parkway Middle School Juvenile/CPS Cases: 4 Vandalisms: 1 Welfare Checks/5150s: 9 Disturbances/Trespass: 1 Assault/Battery: 6 Thefts: 1 Suspicious Circ/Person: 3 Missing Juvenile: 1 Other: 5 Westborough Middle School Juvenile/CPS Cases: 3 Sex Cases: 2 Welfare Checks/5150s: 3 Disturbances/Trespass: 2 Assault/Battery: 1 Suspicious Circ/Person: 3 Threats: 1 Other: 4 265 SSFUSD Elementary School Incidents Martin Elementary Juvenile/CPS Cases: 2 Welfare Checks/5150s: 3 Disturbances/Trespass: 2 Suspicious Circ/Person: 4 Other:4 Los Cerritos Elementary Juvenile/CPS Cases: 3 Welfare Checks/5150s: 1 Suspicious Circ/Person: 4 Other: 5 Sunshine Gardens Elementary Welfare Checks/5150s: 3 Disturbances/Trespass: 1 Assault/Battery:1 Buri Buri Elementary Juvenile/CPS Cases: 1 Ponderosa Elementary Welfare Checks/5150s: 1 Spruce Elementary Juvenile/CPS Cases: 1 Sex Case: 1 Monte Verde Elementary (San Bruno) Suspicious Circ/Person: 1 Skyline Elementary (Daly City) Threats: 1 Welfare Check/5150: 1 Junipero Serra Elementary (Daly City) Juvenile/CPS Cases: 2 266 Districtwide Mental Health Awareness 38 22 12 6 3 4 3 1 1 10 5 10 15 20 25 30 35 40 MENTAL HEALTH DATA 267 Mental Health Awareness 3 1 1 1 1 2 1 3 1 8 0 1 2 3 4 5 6 7 8 9 Caucasion Male Other Asian Male Filipino Male African American Male Hispanic Male Chinese Male Caucasion Female Filipino Female Chinese Female Hispanic Female Mental Health Race and Gender 268 Mental Health Awareness 3 12 6 10 2 4 6 8 10 12 14 8-10 years old 12-14 years old 15-17 years old Adult Age Group 269 SSFUSD Student and Staff Survey 24 survey responses received: 5 students, 10 school staff, 9 school administrators 270 SSFUSD Student and Staff Survey (continued) Score/rating values: 1 = Unsafe 5 = Very Safe 271 SSFUSD Student and Staff Survey (continued) 272 SSFUSD Student and Staff Survey (continued) 273 Growth, Partnership, and Improvement Reinstatement of Every 15 Minutes Program 2-day anti-drunk and drugged driving education program Challenges students to think about drinking/drugs while driving, personal safety, and the responsibility of making mature decisions when lives are involved. Held annually for several years at our high schools Includes reenactment of a drunk driving traffic accident with real-time emergency response Assembly on day 2: Students see film crew presentation from day 1, guest speakers and a funeral re-enactment Endorsed/sponsored by MADD (Mothers Against Drink Driving), California Highway Patrol, and CA Office of Traffic Safety. Funded by a grant made available by the CA Office of Traffic Safety. SSFPD applies for the grant on behalf of SSFUSD and there is no cost to the district. 274 Growth, Partnership, and Improvement Launched Youth Enrichment Series (YES) Program 5-week program designed for 5th grade classrooms (Martin, Sunshine, Ponderosa –180 Students) Addresses bullying, communication, positive decision-making, online dangers, and substance abuse. SSFPD provides instructional materials and awards students with a show-and-tell of the department’s fleet and specialty assignments (K-9, motorcycle officers, electric bicycle officers etc.). Prior to the pandemic, the program was approved, implementation was planned, but was placed on hold during switch to in-person learning. 275 Growth, Partnership, and Improvement Needed Areas of Improvement Reinstate YES Program into every school Continue to educate school staff on San Mateo County Juvenile Sexual Assault Protocol Active Killer Training/Participation in Lockdown/Barricade drills for evaluation and discussion on police/fire response Parent/SLO meetings for transparency and open lines of communication Inform SLO/SSFPD of interactive on-campus events to build stronger bonds with students through positive interactions 276 Growth, Partnership, and Improvement SSFHS ●SSFHS vs. ECHS Bell Game ●Graduation ●Basketball Games ●Ruby Bridges Walk ●Folklorico Festival ECHS ●Basketball Game vs. SSFHS High Schools Parkway Middle ●Career Day ●Car Show ●Promotion Ceremony ●Every Kid Deserves A Bike ●Ruby Bridges Walk Westborough Middle ●Promotion Ceremony Middle Schools Elementary Schools Martin Elementary ●Red Ribbon Week ●100th Anniversary ●Trunk or Treat ●Big 5 Emergency Presentation with staff ●Ruby Bridges Walk ●Every Kid Deserves a Bike ●Promotion ●Lunch with students Los Cerritos Elementary ●Teacher Appreciation ●Red Ribbon Week ●Promotion ●Every Kid Deserves a Bike Ponderosa Elementary ●Promotion ●Police escort to Orange Avenue Library and back Spruce Elementary ●Red Ribbon Week ●Escorted 1st graders to library and back ●Every Kid Deserves a Bike ●Hero’s Day Sunshine Gardens Elementary ●Red Ribbon Week ●Promotion ●Every Kid Deserves a Bike 277 278 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-686 Agenda Date:7/24/2024 Version:1 Item #:17a. Resolution authorizing the City Manager to execute an updated Memorandum of Understanding (MOU), Version 16 between the City of South San Francisco and the South San Francisco Unified School District. WHEREAS, the City of South San Francisco (“City”) and South San Francisco Unified School District (“SSFUSD”) have been parties to a Memorandum of Understanding (MOU) since 2023-2024 regarding the operation of a School Liaison Officer program, including annual reporting regarding and review of the program, which MOU is considered for renewal by both parties on an annual basis; and WHEREAS, as the term of the MOU expired on June 30, 2024, the City and SSFUSD have negotiated an 2024-2025 MOU (version 16) to renew the arrangement on the same terms; and WHEREAS, the 2024-2025 MOU would have a duration that remains in effect through June 30, 2025 and again to be considered for renewal by the parties on an annual basis; and WHEREAS, the South San Francisco Unified School District Board of Trustees approved the 2024-2025 MOU at its meeting on June 20, 2024 with minor dates modifications; and WHEREAS, consistent with the requirements of the MOU, the City Council at a public meeting on July 24, 2024 considered the 2023-2024 annual report pursuant to the MOU, and a recommendation to approve the MOU for 2024- 2025. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council approves the updated Memorandum of Understanding, Version 16 between the City of South San Francisco and the South San Francisco Unified School District, attached to this resolution as Exhibit A and incorporated herein. BE IT FURTHER RESOLVED that the City Manager of the City of South San Francisco or designee, is hereby authorized, and directed to execute the updated Memorandum of Understanding, Version 16 on behalf of the City of South San Francisco in substantially the same form as Exhibit A, subject to approval as to form by the City Attorney, and to take any action consistent with the intent of this Resolution. ***** City of South San Francisco Printed on 7/25/2024Page 1 of 1 powered by Legistar™279 280 281 282 283 284 285 286 287 288 289 290 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-687 Agenda Date:7/24/2024 Version:1 Item #:18. Report regarding introduction of an ordinance adding Chapter 10.78 to the South San Francisco Municipal Code regulating signs on motor vehicles parked,left standing,or operated on city streets or public lands.(Sky Woodruff, City Attorney, and Ali Wolf, Assistant City Attorney) RECOMMENDATION It is recommended that the City Council of the City of South San Francisco waive first reading and introduce an ordinance adding Chapter 10.78 to the South San Francisco Municipal Code regulating signs on motor vehicles parked, left standing, or operated on city streets or public lands. BACKGROUND/DISCUSSION Chapter 20.260,within the Zoning Code,sets forth restrictions on signs attached to vehicles within the City of South San Francisco (“City”)when those vehicles are on private property.Among other restrictions,Section 20.360.004 currently restricts signs mounted,attached,or painted on a trailer,boat,or motor vehicle when parked,stored,or displayed conspicuously on private premises in a manner intended to attract attention of the public for the purpose of advertising or identifying the business premises, with certain exceptions. The South San Francisco Municipal Code (“Municipal Code”)does not currently regulate signs on vehicles when vehicles are on public streets or public lands.The placement of mounted or attached signs on vehicles using public streets and driving onto public lands,when the signs extend beyond the body of the vehicle threatens the health,safety,and welfare of the public as they create aesthetic blight that adversely affects the quality of life and traffic safety in the City,including but not limited to creating unsafe driving conditions and impacting the line of sight for residents, businesses, pedestrians, bicyclists, and persons in vehicles. The proposed ordinance would establish that it is unlawful for any person to park,leave standing,or operate a motor vehicle on any public street or public lands in the City when a sign that extends beyond the body of the vehicle is mounted,attached,or painted on the motor vehicle.Exceptions may be made for signs that are otherwise subject to federal or state governmental regulations that may be in conflict with the City’s regulation. The proposed ordinance balances the constitutionally guaranteed right of free speech while also preventing cluttered or distracting signage that creates aesthetic blight and impacts traffic safety throughout the City. A traditional public forum is a place such as a park, public street, or sidewalk, where people have traditionally been able to express ideas and opinions.In a traditional public forum,First Amendment activities are granted the greatest protection and generally may not be prohibited,except in very limited circumstances.Content-based regulations,that allow or exclude speech based on the subject matter of the speech,are presumed to be unconstitutional in a traditional public forum.However,content-neutral “time,place and manner”regulations of speech are valid if they are narrowly tailored to serve a significant government interest, and they leave open ample alternative means for communication of the information. The modest scope of the proposed ordinance is content‐neutral,narrowly tailored to serve a significant City of South San Francisco Printed on 7/19/2024Page 1 of 2 powered by Legistar™291 File #:24-687 Agenda Date:7/24/2024 Version:1 Item #:18. The modest scope of the proposed ordinance is content‐neutral,narrowly tailored to serve a significant government interest,and provides ample alternative avenues of communication.The reasonable time,place, and manner of the restriction is narrowly tailored to reduce or eliminate the negative effects on traffic safety and aesthetic blight that affects the aesthetic quality of life within the City and does not restrict signs based on their content.The proposed ordinance also leaves open ample alternative means of communication,including but not limited to the use of signs on or in vehicles that do not extend beyond the body of the vehicle,passing out leaflets,walking around with signs,or putting up yard signs,among many other avenues of communication. Furthermore,the proposed restriction on signs would be applied in a content-neutral manner specific to the noncommunicative aspects of the sign,including the time,place,manner,location,size,height,and orientation of signs. A violation of the proposed ordinance could be enforced as a criminal infraction,and would be declared to be a public nuisance,subject to all remedies and enforcement measures authorized under the South San Francisco Municipal Code,including,but not limited to,the issuance of an administrative citation and fine.The ordinance would also require that any person violating the ordinance for the first time must be given an educational notice. FUNDING This ordinance will have no financial impact. ENVIRONMENTAL The action of introduction and adoption of this ordinance does not constitute a project as defined by California Environmental Quality Act Guidelines Section 15378; therefore, no further environmental review is required. CONCLUSION It is recommended that the City Council waive first reading and introduce an ordinance adding Chapter 10.78 to the South San Francisco Municipal Code regulating signs on motor vehicles parked,left standing,or operated on city streets or public lands. City of South San Francisco Printed on 7/19/2024Page 2 of 2 powered by Legistar™292 Ordinance Adopting Chapter 10.78 of the South San Francisco Municipal Code Regulating Signs on Motor Vehicles CITY COUNCIL MEETING: JULY 24, 2024 Government Code Section 54957.5 SB 343 Item Agenda: 07/24/2024 REG CC Item 18 293 Background u The South San Francisco Municipal Code (”SSFMC”) does not regulate signs on motor vehicles when vehicles are on public streets or public lands. u Placement of signs on vehicles, when signs extend beyond the body of the vehicle, threatens the health, safety and welfare of the public. u Creates aesthetic blight that adversely affects the quality of life and traffic safety: u Unsafe driving conditions u Impacts line of sight 294 Proposed Ordinance u Makes it unlawful for any person to park, leave standing or operate a motor vehicle on any public street or public lands in the City when a sign that extends beyond the body of the vehicle is mounted, attached, or painted on the motor vehicle. u Exceptions may be made for signs subject to federal or state governmental regulations that may be in conflict with the City’s regulation. 295 First Amendment Considerations u Content-neutral, time, place and manner regulation u Narrowly tailored to serve a significant government interest u Leaves open ample alternative means for communication of the information 296 First Violation u Any person violating the ordinance for the first time must be given an educational notice. 297 Second and Further Violations u Criminal infraction u Declared a public nuisance u Subject to all remedies available under SSFMC 298 Ordinance Adoption Timeline Introduction of Ordinance: July 24, 2024 Adoption of Ordinance: August 14, 2024 Ordinance Effective: September 24, 2024 299 QUESTIONS? 300 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-688 Agenda Date:7/24/2024 Version:1 Item #:18a. Ordinance adding Chapter 10.78 to the South San Francisco Municipal Code regulating signs on motor vehicles parked, left standing, or operated on city streets or public lands. WHEREAS, Chapter 20.260 sets forth restrictions on signs attached to vehicles within the City of South San Francisco (“City”) when those vehicles are on private property; WHEREAS, among other restrictions, Section 20.360.004 currently restricts signs mounted, attached or painted on a trailer, boat, or motor vehicle when parked, stored, or displayed conspicuously on private premises in a manner intended to attract attention of the public for the purpose of advertising or identifying the business premises, with certain exceptions; WHEREAS, the City desires to establish further restrictions for signs on vehicles parked, left standing, or operated on city streets or public lands that balance the constitutionally guaranteed right of free speech while also preventing cluttered or distracting signage that creates aesthetic blight and impacts traffic safety throughout the City; WHEREAS, signs that are mounted or attached to vehicles that extend beyond the body of a vehicle when the vehicle is parked, left standing, or operated on city streets or public lands threaten the public’s health, safety, and welfare; WHEREAS, signs that are mounted or attached to vehicles that extend beyond the body of a vehicle when the vehicle is parked, left standing, or operated on city streets or public lands create aesthetic blight that adversely affects the quality of life and traffic safety in the City, including but not limited to creating unsafe driving conditions and impacting the line of sight for residents, businesses, pedestrians, bicyclists, and persons in vehicles; WHEREAS, the City Council now wishes to add Chapter 10.78 to the South San Francisco Municipal Code to establish restrictions for signs mounted or attached to motor vehicles parked, left standing, or operated on city streets or public lands when those signs extend beyond the body of the vehicle; WHEREAS, this restriction on signs will be applied in a content-neutral manner specific to the noncommunicative aspects of the sign, including the time, place, manner, location, size, height, and orientation of signs; WHEREAS, the modest scope of this restriction is content‐neutral, narrowly tailored to serve a significant governmental interest, and provides alternative avenues of communication; WHEREAS, the reasonable time, place, and manner of the restriction is narrowly tailored to reduce or eliminate the negative effects on traffic safety and aesthetic blight that affects the aesthetic quality of life within City of South San Francisco Printed on 7/25/2024Page 1 of 3 powered by Legistar™301 File #:24-688 Agenda Date:7/24/2024 Version:1 Item #:18a. the City without restricting the content of signs; and WHEREAS, this restriction leaves open ample alternative means of communication, including but not limited to the use of signs on or in vehicles that do not extend beyond the body of the vehicle, passing out leaflets, or putting up yard signs. NOW,THEREFORE,THE CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO DOES HEREBY ORDAIN AS FOLLOWS. SECTION 1.Findings The City Council finds that the foregoing recitals are true and correct and are incorporated into the Ordinance by this reference. SECTION 2.Addition of Title 10, Chapter 78 The City Council hereby adds Title 10, Chapter 78 (“Regulation of Signs on Motor Vehicles Parked, Left Standing, or Operated on City Streets or Public Lands”) of the South San Francisco Municipal Code to read as follows: Chapter 10.78 REGULATION OF SIGNS ON MOTOR VEHICLES PARKED, LEFT STANDING, OR OPERATED ON CITY STREETS OR PUBLIC LANDS 10.78.010 Purpose. The Council finds that signs attached or mounted to motor vehicles on public streets or public lands that extend beyond the body of the vehicle are a distraction to the traveling public,adversely affects line of sight conditions,and create aesthetic blight that threatens the public’s health,safety,and welfare.This chapter ensures that signs on motor vehicles do not create a distraction to the traveling public,do not adversely affect line of sight conditions,and do not create aesthetic blight when the motor vehicle is on public streets or public lands. 10.78.020 Signs on Motor Vehicles on Public Streets and Public Lands - Prohibited. (a)It is unlawful for any person to park,leave standing,or operate a motor vehicle on any public street or public lands in the City of South San Francisco when a sign that extends beyond the body of the vehicle is mounted, attached, or painted on the motor vehicle. (b)For purposes of this section,“extends beyond the body of the vehicle”means that the sign extends beyond the portion of the vehicle body as specifically designed by a vehicle manufacturer as defined in California Vehicle Code Section 672 and licensed pursuant to California Vehicle Code Section 11701;and “sign”has the same meaning as defined in Chapter 20.621 of this code. (b)Exceptions to this chapter may be made for signs subject to federal or state governmental regulations that may be in conflict with this chapter. 10.78.030 Violations; Penalty. (a) Any person violating any of the provisions of this chapter shall be deemed guilty of an infraction and, upon conviction, shall be punished as set forth in Chapter 1.24 <https://ecode360.com/43423586> of this code. City of South San Francisco Printed on 7/25/2024Page 2 of 3 powered by Legistar™302 File #:24-688 Agenda Date:7/24/2024 Version:1 Item #:18a. (b) Each and every violation of this chapter is declared to be a public nuisance and shall be subject to all remedies and enforcement measures authorized by the South San Francisco Municipal Code, including but not limited to the issuance of an administrative citation and fine in accordance with Chapter 8.54 of this code. (c) Each and every sign attached, mounted or painted on a motor vehicle is a separate violation of this chapter. (d) Any person violating any of the provisions of this chapter, when such person has not previously been found to be violating this chapter, shall first receive an educational notice of the prohibition established herein. SECTION 3.Severability. If any section,subsection,sentence,clause,or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction,such decision shall not affect the validity of the remaining portions of this Ordinance.The City Council hereby declares that it would have passed the Ordinance,and each and every section,subsection,sentence,clause,or phrase not declared invalid or unconstitutional without regard to whether any portion of this Ordinance would be subsequently declared invalid or unconstitutional. SECTION 4. Publication and Effective Date Pursuant to the provisions of Government Code Section 36933,the City Attorney shall prepare a summary of this Ordinance.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 . ***** City of South San Francisco Printed on 7/25/2024Page 3 of 3 powered by Legistar™303 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-690 Agenda Date:7/24/2024 Version:1 Item #:19. Report regarding introduction of an ordinance adding Chapter 10.80 to the South San Francisco Municipal Code prohibiting any person in control of a multi-unit building from preventing a candidate or representative from lawfully campaigning door-to-door.(Sky Woodruff, City Attorney and Ali Wolf, Assistant City Attorney) RECOMMENDATION It is recommended that the City Council of the City of South San Francisco waive first reading and introduce an ordinance adding Chapter 10.80 of the South San Francisco Municipal Code prohibiting any person in control of a multi-unit building from preventing a candidate or representative from lawfully campaigning door-to-door. BACKGROUND/DISCUSSION Candidates for elective office are able to reach residents of single-family residences by going door-to-door, providing the residents with information and an opportunity to interact with candidates or their representatives to ask questions and learn more about the candidates,assisting them in making informed decisions.However, residents of multi-family housing and other housing types with restricted access are less likely to obtain the same information and to have the same opportunity for interaction with candidates and their representatives, diminishing the ability of residents of those housing types to get informed about elections. It is in the best interest of the City of South San Francisco to ensure all City residents have access to information regarding the candidates running for office in an upcoming election.Therefore,staff recommend adoption of an ordinance that would provide registered candidates or candidate’s representatives with explicit authority to enter multi-unit buildings such as apartment buildings,condominium complexes,residential centers,and any other residential complex,for the purpose of lawfully campaigning door-to-door during an election.The proposed ordinance would prohibit any “person,landlord,or corporation who is in control of a multi-unit building”from “prevent[ing]a candidate or their representative from lawfully campaigning door-to- door at the doors to the housing units during an election.” The proposed ordinance defines “Multi-unit Building”as any apartment building,condominium building, residential center,gated community,or any other residential complex that has more than one unit and a secure common entrance. The term “Election” is defined as any local, state, or federal election. The ordinance would not apply to university and college residences and long-term care centers,or in a multi- unit building where active voting is taking place at that location at the same time. The ordinance would establish that a registered candidate or candidate’s representatives may be required to present a copy of their documentation confirming their candidate registration as evidence of eligibility in order to gain access to any multi-unit building for the purpose of lawful campaigning door-to-door. The enforcement provisions of the ordinance would establish that a violation of the ordinance would be a criminal infraction,and would also be declared a public nuisance,subject to all remedies and enforcement measures authorized by the South San Francisco Municipal Code,including,but not limited to,the issuance of City of South San Francisco Printed on 7/19/2024Page 1 of 2 powered by Legistar™304 File #:24-690 Agenda Date:7/24/2024 Version:1 Item #:19. measures authorized by the South San Francisco Municipal Code,including,but not limited to,the issuance of an administrative citation and fine. A person violating the ordinance for the first time would receive an educational notice. FUNDING This ordinance will have no financial impact. ENVIRONMENTAL The action of introduction and adoption of this ordinance does not constitute a project as defined by California Environmental Quality Act Guidelines Section 15378; therefore, no further environmental review is required. CONCLUSION It is recommended that the City Council of the City of South San Francisco waive first reading and introduce an ordinance adding Chapter 10.80 of the South San Francisco Municipal Code prohibiting any person in control of a multi-unit building from preventing a candidate or representative from lawfully campaigning door-to-door. City of South San Francisco Printed on 7/19/2024Page 2 of 2 powered by Legistar™305 Ordinance Adopting Chapter 10.80 of the South San Francisco Municipal Code Regarding Access to Multi-Unit Buildings for Campaigning CITY COUNCIL MEETING: JULY 24, 2024 Government Code Section 54957.5 SB 343 Item Agenda: 07/24/2024 REG CC Item 19 306 Background u Candidates for elective office are able to reach residents of single-family residences by going door-to door to provide residents with information and opportunities to interact with candidates or their representatives. u Residents of multi-family housing and other housing types with restricted access are less likely to obtain the same information and have the opportunity to interact with candidates and their representatives. u This barrier diminishes the ability of residents of those housing types to get informed about elections. 307 Proposed Ordinance u Prohibits any “person, landlord, or corporation who is in control of a multi-unit building” from “prevent[ing] a candidate or their representative from lawfully campaigning door-to-door at the doors to the housing units during an election.” u Multi-unit Building includes: u Apartment building u Condominium building u Residential center u Gated community u Other residential complex with more than one unit and secure common entrance 308 Exception u Does not apply to university and college residences and long-term care centers, or in a multi-unit building where active voting is taking place at that location at the same time. 309 Steps for Candidate Access u A registered candidate or candidate’s representative may be required to present a copy of their documentation confirming their candidate registration as evidence of eligibility in order to gain access to any multi-unit building for the purpose of lawful campaigning door-to-door. 310 First Violation -Educational Notice u A person violating the ordinance for the first time must be given an educational notice. 311 Violations u A second or further violation could be enforced as a criminal infraction and would be declared a public nuisance, subject to all remedies and enforcement measures authorized under the Municipal Code. 312 Ordinance Adoption Timeline Introduction of Ordinance: July 24, 2024 Adoption of Ordinance: August 14, 2024 Ordinance Effective: September 14, 2024 313 QUESTIONS? 314 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-691 Agenda Date:7/24/2024 Version:1 Item #:19a. Ordinance adding Chapter 10.80 of the South San Francisco Municipal Code prohibiting any person in control of a multi-unit building from preventing a candidate or representative from lawfully campaigning door-to-door. WHEREAS, any city may make and enforce within its limits all local, police, sanitary, and other ordinances and regulations not in conflict with general laws, in accordance with the California Constitution Article XI, §7; WHEREAS, it is in the best interest of the City of South San Francisco (“City”) to ensure all City residents have access to information regarding the candidates running for office in an upcoming election; and WHEREAS, candidates for elective office are able to reach residents of single-family residences by going door- to-door, providing the residents with information and an opportunity to interact with candidates or their representatives to ask questions and learn more about the candidates, assisting them in making informed decisions. Residents of multi-family housing and other housing types with restricted access are less likely to obtain the same information and to have the same opportunity for interaction with candidates and their representatives, diminishing the ability of residents of those housing types to get informed about elections; and WHEREAS, the City now desires to adopt an ordinance to provide registered candidates or candidate’s representatives with explicit authority to enter multi-unit buildings such as apartment buildings, condominium complexes, residential centers, and any other residential complex, for the purpose of lawfully campaigning door -to-door during an election. NOW,THEREFORE,THE CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO DOES HEREBY ORDAIN AS FOLLOWS. SECTION 1.Findings The City Council finds that the foregoing recitals are true and correct and are incorporated into the Ordinance by this reference. SECTION 2.Addition of Title 10, Chapter 80 The City Council hereby adds Title 10, Chapter 80 (“Campaigning in Multi-Unit Buildings”) to the South San Francisco Municipal Code to read as follows: Chapter 10.80 CAMPAIGNING IN MULTI-UNIT BUILDINGS 10.80.010 Purpose. This chapter provides registered candidates or candidate’s representatives with explicit authority to enter multi- unit buildings,as defined in this chapter,for the purpose of lawfully campaigning door-to-door during an election. City of South San Francisco Printed on 7/25/2024Page 1 of 3 powered by Legistar™315 File #:24-691 Agenda Date:7/24/2024 Version:1 Item #:19a. 10.80.020 Definitions. 1.“Access”means entry to a multi-unit building through a secure common entrance so a registered candidate or a candidate’s representative can lawfully campaign at the entrance door of each individual residence in a multi- unit building. 2. “Election” shall include a local, state, or federal election. 3. “Landlord” means the owner, operator, superintendent, or manager of a multi-unit building. 4.“Long-term Care Center”means a complex that provides care to residents and where the residents’rooms are considered bedrooms not front doors to separate apartments and therefore,canvasing door-to-door would be an invasion of personal space.Therefore,long-term care centers are not considered multi-unit buildings under this chapter. 5.“Multi-unit Building”means any apartment building,condominium building,residential center,gated community,or any other residential complex that has more than one unit and a secure common entrance. University and college residences and long-term care centers are not considered multi-unit buildings under this chapter. 6.“Residential Center”means a complex that has more than one unit,a secure common entrance,and residents have their own unit with a secure front door.This could be an independent living residence for seniors but not a long-term care center. 7.“University and College Residences”means a multi-unit building owned by a university or college and operated as a residence for students.Individual university or college resident rooms are considered bedrooms not front doors to separate apartments and therefore,canvasing door-to-door would be an invasion of personal space. Therefore, university and college residences are not considered multi-unit buildings under this chapter. 10.80.020 Access to Multi-Unit Building for Lawful Campaigning - Prohibition. (a)No person,landlord,or corporation who is in control of a multi-unit building may prevent a candidate or their representative from lawfully campaigning door-to-door at the doors to the housing units during an election. (b)A registered candidate or candidate’s representatives may be required to present a copy of their documentation confirming their candidate registration as evidence of eligibility to gain access to any multi-unit building for the purpose of lawful campaigning door-to-door. (c)This chapter shall not apply to university and college residences and long-term care centers,or in a multi- unit building where active voting is taking place at that location at the same time. 10.80.030 Violations; Penalty. (a) Any person violating any of the provisions of this chapter shall be deemed guilty of an infraction and, upon conviction, shall be punished as set forth in Chapter 1.24 <https://ecode360.com/43423586> of this code. (b) Each and every violation of this chapter shall constitute a distinct and separate offense, is declared to be a public nuisance, and shall be subject to all remedies and enforcement measures authorized by the South San Francisco Municipal Code, including but not limited to the issuance of an administrative citation and fine in accordance with Chapter 8.54 of this code. (c) Each violation of this chapter shall constitute a separate violation. (d) Any person violating any provision of this chapter, when such person has not previously been found to be City of South San Francisco Printed on 7/25/2024Page 2 of 3 powered by Legistar™316 File #:24-691 Agenda Date:7/24/2024 Version:1 Item #:19a. violating this chapter, shall first receive an educational notice of the obligation established herein. SECTION 3.Severability. If any section,subsection,sentence,clause,or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction,such decision shall not affect the validity of the remaining portions of this Ordinance.The City Council hereby declares that it would have passed the Ordinance,and each and every section,subsection,sentence,clause,or phrase not declared invalid or unconstitutional without regard to whether any portion of this Ordinance would be subsequently declared invalid or unconstitutional. SECTION 4. Publication and Effective Date Pursuant to the provisions of Government Code Section 36933,the City Attorney shall prepare a summary of this Ordinance.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 . ***** City of South San Francisco Printed on 7/25/2024Page 3 of 3 powered by Legistar™317 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-701 Agenda Date:7/24/2024 Version:1 Item #:20. Council discussion about City Selection Committee appointment on Friday, July 26, 20224, for San Mateo County Transportation Authority (SMCTA) vacant seat and alternate to the City Selection Committee.(James Coleman, Mayor) City of South San Francisco Printed on 7/25/2024Page 1 of 1 powered by Legistar™318 319 320 321 322 323 324 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-659 Agenda Date:7/24/2024 Version:1 Item #:21. City Council to confirm by motion the appointment of Councilmember Mark Addiego to the Colma Creek Citizens Advisory Committee for a term to expire March 31, 2026.(Sharon Ranals, City Manager) City of South San Francisco Printed on 7/25/2024Page 1 of 1 powered by Legistar™325 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-575 Agenda Date:7/24/2024 Version:1 Item #:22. Conference with real property negotiators Gov. Code § 54956.8 Property: 71 Camaritas Avenue Agency negotiator: Nell Selander, Economic and Community Development Director; Ernesto Lucero, Economic Development Manager; Katie Donner, Management Analyst; Sky Woodruff, City Attorney Negotiating Parties: Ludy & Manny Noguera, The Corner Pocket Under negotiation: Lease terms and price City of South San Francisco Printed on 7/19/2024Page 1 of 1 powered by Legistar™326 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-643 Agenda Date:7/24/2024 Version:1 Item #:23. Conference with Real Property Negotiators (Pursuant to Government Code Section 54956.8) Properties:Parcels on Sign Hill,South San Francisco (APNs 012-351-020,012-351-030,012-024-060,012- 024-070, 012-024-080, 012-024-090, 012-024-100, 012-024-110, and 012-024-120) Agency Negotiators:Nell Selander,Economic &Community Development Director;Greg Mediati,Parks and Recreation Director; and Sky Woodruff, City Attorney Negotiating parties: Syme Venture Partners LP Under negotiation: Price and terms City of South San Francisco Printed on 7/19/2024Page 1 of 1 powered by Legistar™327 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-739 Agenda Date:7/24/2024 Version:1 Item #:24. Conference with Real Property Negotiators (Pursuant to Government Code Section 54956.8) Property: 400 Miller Avenue (APN 012-303-110) City Negotiators: Nell Selander, Economic and Community Development Director, and Sky Woodruff, City Attorney Negotiating Party: Nisar M Shaikh Trust Under Negotiations: Price and terms City of South San Francisco Printed on 7/19/2024Page 1 of 1 powered by Legistar™328 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:24-749 Agenda Date:7/24/2024 Version:1 Item #:25. Conference with Legal Counsel - Anticipated Litigation Initiation of litigation pursuant to Government Code Section 54956.9(d)(4) Number of Potential Cases: One potential case City of South San Francisco Printed on 7/19/2024Page 1 of 1 powered by Legistar™329 ID Start time Name / Nombre Would you like to speak If you would like to speak on an agenda item(s), Ente 1 7/24/24 16:43:52 Bill Lock Yes / Si No 2 7/24/24 18:19:50 Leslie Fongxd Yes / Si 16 3 7/24/24 18:21:48 Anna Kramer Yes / Si No agenda item 4 7/24/24 18:22:31 Papali’i Manufou Liaiga Anna,i No 3 Proclamation for Samoan Heritage Week 5 7/24/24 18:24:08 Mareth vedder Yes / Si 3 6 7/24/24 18:24:40 Grace Mauga No 3 Proclamation for Samoan Heritage Week 7 7/24/24 18:25:15 Kerina Paama No 3 Proclamation Samoa 8 7/24/24 18:25:52 Muliagatele Alize Liaiga No 3 Proclamation Samoa 9 7/24/24 18:26:29 Cynthia Marcopulos Yes / Si Na 10 7/24/24 18:26:49 Cory David Yes / Si Na 11 7/24/24 18:27:07 Barbara Erhard Yes / Si Na 12 7/24/24 18:27:33 Charlene Rouspil Yes / Si Na 13 7/24/24 18:27:50 Darlene Marsh Yes / Si Na 14 7/24/24 18:28:45 Reno Anoai Yes / Si Samoan Heritage Proc 15 7/24/24 18:29:23 Aracely Campa No 16 16 7/24/24 18:31:04 Chief Leiataua Tiffany Hautau Yes / Si Samoan proc 17 7/24/24 18:31:34 Chief Fotuali’i Faauuga Moliga Yes / Si Samoan Proc 18 7/24/24 18:32:06 Peggy Deras Yes / Si The MSB 19 7/24/24 18:38:00 Justin Fang No 16 20 7/24/24 18:42:03 Rebecca Molano No 16 21 7/24/24 18:42:39 Olga P Yes / Si Public Comment 22 7/24/24 18:47:37 Keliana No 16 23 7/24/24 18:55:16 Julio Garcia No 16 24 7/24/24 19:04:22 Linda Vera No 16 25 7/24/24 19:05:01 Bj pate No 16 26 7/24/24 19:20:20 Stephanie No 16 27 7/24/24 19:22:54 Amber No 16 28 7/24/24 19:26:00 Russ No 16 29 7/24/24 19:38:46 Annie Lo Yes / Si N/A 30 7/24/24 22:34:45 Concerned Citizen No 18 干 THE DAILY J OURNAL OPINION Why South San Francisco must save the Munici�rvices Building seismic upgrade、becau.<;e our Fire By Charlene Rouspil he Municipal Services Building, at 33 Arroyo Drive, is a crucial community hub serving our residents for over 40 years. It has been the heart ofv缸ious community events and celebrations, bringing together people of all ages and b ackgrounds. As we face the threat of its demolition, we are not just fighting to save a physical structure but to preserve a vital part of our city's heritage and ensure the well-being ofour entire community. The current agenda to demolish the MSB is a concerning result of the previous city manager"s vision for extensive development. which has had significant implications for our city. This push for massive development has led to a sense of alienation皿1ong our residents, 靠；「品h言」農「言言t�sdIe嵓翌J辶h at to hold our city officials accountable for the lack of oversight in managing the funds allocated in Measure W. Were we blindsided by Measure W language? We voted to increase and maintain: police/fire services: services for seniors/ disabled; repairing streets/potholes; gang 洄uppressi_on �d authorizing the city to increase its debt, with rcpayment made by sales吣revenues to accelerate projects. What we did not authorize was using Measure W funds as a catalyst for any capital project using the bare minimum to begin a project and further adding to our debt. Furthermore, it is alarming to witness the dissemination of misinformation regarding the safety of the MSB. Why would our city officials spread inaccurate claims about the building not being seismically safe? This raises serious questions about their priorities Station Nu. 63. Pohce Communication1> [)epartnlent. our Police Depanment. and public recreation cla、ses were located here. Reviewing inspection reports and upgrades to the MSB at the Planning Departnlent over the years. the MSB has been maintained including hiring a contractor who performed the work. lt was deemed structurally sound after all the work was completed and it is compliant with Title 19. Coincidentally, the run1or about the MSB not being seismically硒is a known tactic to pave the way for the demolition and sell the parcel of land the MSB sits on lo the highest bidder. Recent events have shed light on an agenda to disregard the voices of our residents and prioritize profit over community concerns. We mustn't allow this pattern to continue. The 2023-31 SSF Housing Element holds significant weight in shaping our community's future, emphasizing the necessity of inclusivity in public participation and engagement. It's pivotal to find a balance between responsible development and the genuine needs of our residents, especially considering the projected addition of 40,000 new residents in the nexr IO years. Effective communication between the city and its residents is currently lacking, as evidenced by the limited participation in surveys. The mistakes made in the planning and executing of the new Civic Center Campus are clear indicators that improvements are needed. Insufficient safe parking and unsynclmmized · - Guest perspective them to en 、ure the well-being of evel)one m our commumty. Ifs time to ensure that the voices of our residents are not only heard but also valued. The M8B區been an indispensable part of our city for decades, with its Spanish architecture. central location and essential underground parking. Its design facilitates community connections for people of all ages, including those with disabilities. It serves as a cooling center and an Emergency Operations Center, highlighting its importance in times of need: 'The MSB has the potential to expand our community services and cater to then碣s ofe、句'one.including those who rely on cars, families with time constraints. seniors with mobility issues and the disenfranchised. Our Cit)• Council must represent the interests of the longtime residents who have been the pillars of our community. We cannot disregard our roots and the essence of inclusivity that South San Francisco embodies. In conclusion, the MSB is not just a buddingbut a symbol ofourcommunIty's history, diversity and inclusivity. Saving the MSB is not just a matter of preservation; it's about fostering a thriving and unified community that values every individual. We are South San Francisco, the Industrial City, and we must honor our past while building toward a brighter furure. Charlene Rouspil is a 47-year -^:J--` ^4 C 一－··L C ·一一 「'~~-·'- - ,、 ^ 皇記蠹忿曰Friday• July 19, 2024 9 We can do better A ＼＼言訌蓋f；：二二［言[a\\「盡言＼閂1雲「蓋and grim development in our recent history. notonly for the failure to protect him but also that someone would tr y. No one knows what prompted the attempted assassin to con duct himself in th e manner in wh ich he diq. An d we might never know. It is also difficult to know how many other attempts are exti nguished in various forms of planning or action since we never hear of them. But it is in our very nature to connect what dots we have based on where we stand and to assign blame and ultimately look for a nswers, justice or remedy. When information is in short supply, those dots can create strange pictures, ideas a nd theories. Sometimes it's best to stick with what we know. What we do know in an abundant way is that politica l violence has no place anywhere, particularly the United States. and anyone who suggests as much in any form is either not a serious person or somehow disaffected. That said, we are not immune to it but J had assumed there were suffic ient protections in place in all instances tha t it would never happen again. I was wrong. And that will be fixed. As far as blame. one could point to any direction or all directions: our overall tone in this country, our new ways of communicating or receiving information, dissatisfaction with the life others elsewhere and in different eras would envy. our access to weaponry, how we sometimes no longer see chose with politic al differences as peers or even opponents but rather enemies. It is human nature to look for the bad in things. the lion in the tree. the enemy on the horizon. It's what keeps us alive. As actual threats to our existence diminish and our surroundings become more luxurious —yes,.your couch and access to most every TV show in history a nd any kind of food delivered to your house within minutes, is a tremendous luxury -we continue to look for threats. And now we find them in new ways. A gain. who knows what the gunman had in mind or why 叩m河而而市面t6声元函rety andcommunity welfare. Records show a FEMA grant was given in 2011 for ,emuon q/ OO"'",..,urr, runc-,sLV. Df:_Jm""eretirement, she owned a small business and worked in the design-build industlJ" for 25 years. Letter to the editor Fiscal responsibility and rad i cal transparencyEditor, Thanks to the San Mateo County Civil Grand Jury for its recent report referenced in the July 15 article titled, "Grand j叨calls for internal control assessments." A 、the new permanent chancellor of the San Mateo County Community College District, I resonate deeply with the report's subtitle that海ilure of any contributes to public distrust ofall." The report highlights the importance of rob四internal controls and aligns perfectly with our renewed commitment to fiscal responsibil吣and radical transparency, and we affirm our role as responsiblestl!wards of public trust. We are building a culture of LLI=L Jerry lee, Publisher Jon Mays, Editor-in-Chief Erik Oevemdiek, Assistant editor/Page designer Nathan Molla!, Sports editor Terry Bernal, Sports reporter/5叩day editor Alyse DiNapoli, Srnior Reponer Ana Mata, Reporter Holly Rusch, Reporter Susan E. Cohn, Senior correspondent: Events JoyUgan區，Office Manager WiD Nacouzi, Production Manager letters to the Editor盅」ld朊no1吶crthiU 「erspect」veColumnsd•" trnrnc signals nave put the sakty ot ourresidents at risk. We cannot overlook these crucial concerns and must address ,..'.: transparency and accountabilit) and hired an internal performance auditor this summer, representing our collective dedication to adopting standards of internal controls. improving accountability. running operations cfliciently and eff、ectivdy.and reporting reliable infonnation to the public that is trusted and ha� integrity. At our next board meeting on July 24.the Board of Trustees will establishthe function of the perfom1ance auditor and has already approved the auditor'sfirst-year plan. The auditor will conduct several in-depth departmental audits and reviews each year. We will undoubtedly have many findings and recommendatidn<; for improvement. and I an1 looking fornard to implementing the recommendations during my tenure Sharon Beaulaurier 'l這use.D"碩or of Comrnunitv Development Todd Waibel, Business Development Robert Frost. Business Development Mark Magat, Production assistant Rjay Juarez, Production as�stant Interns. Correspondents:Robert Armstrong Arianna Cunha Tom Jung Eileen Liu 」osephine BelferEllen Li Naomilaxay 」eannin•ChangPhoebe`,hen 5富ah KaprietianNi<kRose K蠹raKimJackson SneeringerAllison Twoy of r內心n`'an4ph「'le,lU',l如rw\cre 咿 as chancellor. My priority will always be to foster ttust and confidence with our stakeholders, commtu1it)· partners and taxpa yers. These arc only the first steps toward mitigating the risks of fraud and waste in our district. They reinforce our commitment to achieving the highest ．｀ ｀ standa心orf inancial integrity and 。pcrational effectiveness. By making ourai.,scssments accessible to the public, we aim to ensure that we arc held accountable for our stewardship of public funds. Melissa Moreno San Mateo The /el/LT writer i.� the chancellor �fthe San Alateo Coun0· Communi(I'College Di�trict OUR MISSION: It is the mission of the Daily Journal to be the mo<t accurate,fair and relevant local news source for those who live, workor play on the mi d-Peninsula. By combining local news and sports coverage, analysis andinsight with the latest business, lifestyle, state, nationaland world news, we seek to provide our readers with thehighest quality information resource in San Mateo County. Our pages belong to you, our readers, and we choose toreflect the diverse character of this dynamic and everchanging community. -•Go to smdai:y」oumal.com/n磾sletters10 11qn」pfor oor Breaking News and Oallv Headlines n,wsletter •Gotosmdaily」oumal.com,國tionto跟theon line versionof tht print edition •facebook.com/smdallyjournal ｀；了：（言:;latPodaI1yIour心1',1 國 he a1a what he did, but he was a product of our current culture, and we are all to blame. We can do better. Taking this to a local level, I have also seen a steady �eep o: e�mity a�on� political sides in _recent ye�rs.The main impetus is disagreement over the pace of development, and philosophical disagreements on policy and politics. We are entering another campaign cycle. known as the silly season, when otherwise normal people get strange. Tha.t remains true, but the season has extended into how peop le within certain camps interact all the time. As an observer of local politics for a number of years, it's been disheartening. Much of this is created by the fact that this is an incredibly dynamic time when it comes to technological ad、ancement and we are smack in the middle of it. We draw peop le from all over the world, \\ hich makes this an incredibly interesting place. but it also creates tension as there are differences of opinion on the pace of change. What 1 have observed, however. is that most people are in the middle of the dueling sides and seek evolution. not revolution. Progress made through consensus and collaboration, not warfare. So, as we enter into this election season, I have two asks. If you are involved in politics. consider when making statements or posts if it will be helpfol to th e community as a whole and is based in reality. Would you \\ant something like this said or posted a!iout you? In short. think before you click. Tone it down and stick to facts. If you are an observer of politics. look beyond the noise. There is a lot out there to attract our attention. and it's easy to he sucked into a nonsense war over nothing. Resist. Instead. ask specifics on issues important to you. Find out more. Look beyond the sound bite. the flyers. the posts and the quick hits. Dive in. on all issues. and con汕idcr thl.! nuances. Read up and ask opinions of others who both t)pically think like you and those \\ho don't. Lea、e the comfort of your bu bble and make inquiries of tho、c who may not think like you. Consider at times the 、011rce 11f the anger or concern. and lf)'to find out from who:re it came. Maybe you might actuall) have more in common with thc person nf a different philosophy than you thought. Locally. some get involved for the gh,r:. but most get imohed bccau心they care Tha八a g()()d ba 、c hne from which to start, a place of carin� Who kno\\s, it might even trrckle up. . IhcDmIv IOlIn;ul H c1,mdwh 10111,1(//, om. f o/iow Jon Meet Local Author Ava Marie Romero Thursday丨July.25 6:00 PM Local aut hor Ava Romero will discuss her memoir, 5 Years as a Autis tic Celebrity Che f in the Bay Area: Stories from my L ife in the D isability Food Commun ity SSF Main Library City Council Chambers 901 Civic Cam p us Way SOUTH Photograph by At Home w ith Rebecka SAN FRANCISCO PUBLIC -]'"'"', l � Please call (650) 829-3860 at least 10 days prior to request sign lang uog e or other'',,� LIBRARY 壟Q.＜画 So�戶o 0CCOmmodati on. Thisevent willbeheld i nan indoorspoceat our library .Copoc ityFRIENDS OF THE LIBRARY li mits may apply.