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HomeMy WebLinkAbout2007-11-28 e-packet°°~x SAVF~ AGENDA =' ~ ~ REDEVELOPMENT AGENCY ~~~ `'~``FORr`~' CITY OF SOUTH SAN FRANCISCO SPECIAL MEETING MUNICIPAL SERVICE BUILDING COMMUNITY ROOM WEDNESDAY, NOVEMBER 28, 2007 7:00 P.M. PEOPLE OF SOUTH SAN FRANCISCO You are invited to offer your suggestions. In order that you may know our method of conducting Agency business, we proceed as follows: The regular meeting of the Redevelopment Agency is held on the second Wednesday of each month at 7:00 p.m. in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Public Comment: For those wishing to address the Board on any Agenda or non-Agendized item, please complete a Speaker Card located at the entrance to the Community Room and submit it to the Clerk. Please be sure to indicate the Agenda Item # you wish to address or the topic of your public comment. California law prevents Redevelopment Agency from taking action on any item not on the Agenda (except in emergency circumstances). Your question or problem may be referred to staff for investigation and/or action where appropriate or the matter may be placed on a future Agenda for more comprehensive action or a report. When your name is called, please come to the podium, state your name and address for the Minutes. COMMENTS ARE LIMITED TO THREE (3) MINUTES PER SPEAKER. Thank you for your cooperation. The Clerk will read successively the items of business appearing on the Agenda. As she completes reading an item, it will be ready for Board action. RICHARD A. GARBARINO, SR. Chair PEDRO GONZALEZ Vice Chair MARK N. ADDIEGO Boardmember JOSEPH A. FERNEKES Boardmember RICHARD BATTAGLIA Investment Officer BARRY M. NAGEL Executive Director KARYL MATSUMOTO Boardmember IRENE SOTO Interim City Clerk STEVEN T. MATTAS Counsel PLEASE SILENCE CELL PHONES AND PAGERS HEARING ASSISTANCE EQUIPMENT IS AVAILABLE FOR USE BY THE HEARING-IMPAIRED AT REDEVELOPMENT AGENCY MEETINGS CALL TO ORDER ROLL CALL AGENDA REVIEW PUBLIC COMMENTS CONSENT CALENDAR 1. Motion to approve funds for application for the City of South San Francisco to join Housing Endowment and Regional Trust organization (HEART) ADMINISTRATIVE BUSINESS 2. A resolution approving a Purchase and Sale Agreement between California Water and the South San Francisco Redevelopment Agency related property located at 80 Chestnut and approving an amendment to the 2007-2008 Capital Improvement Program Budget to appropriate $1,200,000 from RDA bond proceeds to CIP Project No. 0720 CLOSED SESSION 3. Pursuant to Government Code section 54956.8 real property negotiations related to 80 Chestnut Avenue property, owner: California Water Service - -Agency Negotiator Marty Van Duyn ADJOURNMENT SPECIAL REDEVELOPMENT AGENCY MEETING November 28, 2007 AGENDA PAGE 2 0 ~ y J O c-~LIFOR~~~ Redevelopment Agency ~A AGENDA ITEM # I S'ta, ff Report DATE: November 28, 2007 TO: Redevelopment Agency Board FROM: Marty Van Duyn, Assistant Executive Director SUBJECT: City of South San Francisco HEART Membership RECOIVIMENI)ATION It is recommended that the Redevelopment Agency authorize the payment of annual dues to the Housing Endowment and Regional Trust organization (HEART) so that the City of South San Francisco may become and remain a member until otherwise decided. BACKGROUND/DISCUSSION In San Mateo County, there is a heightened awareness of the need for increased affordable housing. The lack of accommodations results in several detrimental effects to the county. First, high costs push families further away from their place of work thereby forcing them into longer commutes and/or perpetual status as renters. Second, as the number of commuters increase, it poses problems for the county transportation infrastructure. Providing affordable housing is a key goal of the City of South San Francisco and the County of San Mateo. Although serious efforts are being made on the part of local governments, the reality of decreasing financial resources has made the process of building affordable housing more daunting. By joining HEART, The City of South San Francisco has an opportunity to partner with other cities throughout the county to create a coordinated effort for sharing best practices. South San Francisco will also have the ability to tap into HEART funds for affordable housing projects that affect the city. In addition, Genentech has offered to contribute $200,000 per annum over the course of five years ($1 million) to HEART for the purpose of serving the South San Francisco Community. The funds from the Genentech donation would allow HEART to apply for a California state matching grant. HEART was formed in 2003 as a public/private partnership among the cities, the county, and the business, nonprofit, education, and labor communities. To date, HEART has received over $5 million in funding gifts and pledges to meet critical housing needs in San Mateo County. HEART is a Joint Powers Authority (JPA), and cities become members by passing a resolution authorizing their city to participate. HEART is governed by a public/private board of directors, consisting of two County Supervisors, nine City Council members from member cities, and ten at-large members representing different sectors concerned with housing. The nine city board members are chosen for three-year terms by the Council of Cities of San Mateo County. Although all of the board seats are p~ esently filled, three spots will open at the beginning of 2008. Member cities are allowed to nominate city council members for a position with the HEART Board. Staff Report Subject: HEART MEMBERSHIP Page 2 FUNDING Administration is paid for by the member cities and the county on a pro-rated share based on population. HEART then contracts with the Housing Leadership Council (HLC) and the County Counsel's office for services. HLC in turn subcontracts with the County Department of Housing for some program-related and fiscal services. Currently dues are about $0.37 per capita meaning that dues for the City of South San Francisco for one fiscal year would be $22,404.24 ($0.37 per capita x 50,552 estimated residents).This fee can be prorated should the City Council choose to enter HEART before the beginning of the next fiscal year. The Redevelopment Agency would pay the dues from its housing set-aside funds. CONCLUSION By joining HEART, the Redevelopment Agency will have a greater capacity to serve the community and work in synergy with the rest ;~f the county. Sharing information and resources will expand and sustain local community-based efforts and provide a potential source of funds for projects in the future. This authorization will also allow the Redevelopment Agency the opportunity to utilize the $1 million provided by Genentech to help the South San Francisco Community. By: Marty Van Duyn Assistant Executive ~ -ector ~, ~~ ~ ( Approved: '-y~~,.:~.; ~-~ Y ~. Barry M. Nagel Executive Director- Attachment: Resolution Letter from HEART 13N1N: MVD: AFS: JEA RESOLUTION NO REDEVELOPMENT AGENCY BOARD, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO TO MAKE MEMBERSHIP PAYMENTS TO THE SAN MATED COUNTY HOUSING ENDOWMENT AND REGIONAL TRUST ORGANIZATION (HE,ART) WHEREAS, the City of South San Francisco is committed to encouraging the development of safe and affordable housing to its residents; and WHEREAS, eighteen cities and towns in the county have partnered with the County of San Mateo to develop the Housing Endowment and Regional Trust (HEART) of San Mateo County; and WHEREAS, HEART of San Mateo County is committed to pooling resources and addressing affordable housing on a re€;ional level. NOW, THEREFORE, BE IT RESOLVED, by the Redevelopment Agency Board of the City of South San Francisco that it hereby: 1. Authorizes the Executive Director of the Redevelopment Agency (or his/her designee) to make membership payments to HEART. :~ ~ * ~ I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Redevelopment Agency Board of the City of South San Francisco at a meeting held on the 28th day of November, 2007 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: Agency Secretary 1032504.1 November 16, 2007 Mayor Rich Garbarino and Honorable Council Members City of South San Francisco 400 Grand Avenue South San Francisco CA 94080 RE: Potential Benefits for South San Francisco of Joining HEART To Mayor Garbarino and Members of the City Council, Thank you for considering membership in the Housing Endowment And Regional Trust-the HEART of San Mateo County. HEART's mission is to raise funds from public and private sources to meet critical housing needs in San Mateo County. HEART would tirelcome the City of South San Francisco's participation in the joint powers authority, because it ~~ould strengthen ol.zr collaborative, public/private efforts to create homes for residents and employees in our county. HEART believes membership would add value to the City of South San Francisco as well. To begin with, Genentech is interested in donating $200,000 a year for five years to HEART. Genentech would like these funds to benefit the City of South San Francisco. To double this donation, HEART hopes to gain adollar-for-dollar match for these funds from the State of California. In 2007, the Legislature set aside $35 million of Prop. 1C housing bond funds for the Local Housing Trust Fund Program. HEART successfully applied to this program in 2003, and will be applying for state matching funds again in 2008. So the $200,000 could turn into $400,000 if the state makes an award to HEART. Finally, HEART leverages its funds from other sources at a ratio of at least $10 for every $1 from HEART. Such sources include federal tax credits, state bond funds, redevelopment funds, anal private grants and loans. So the potential Genentech investment of $200,000 per year, if matched by another $200,000 from the State of California for a total of $400,000, would leverage total development of at least $4,000,000. In addition to the potential Genentech donation, any and all HEART funds would be available for projects in South San Francisco. HEART is engaged in a $3 million private- sector fundraising campaign to raise additional capital for these and future programs as well. The funding available for HEART members is: • The $2.5-Million QuickStart Revolving Loan Fund (now available) • The $1.5-milllion Homebuyer Assistance Program (available in early 2008) 139 Mitchell Ave, Suite 108 •South San Francisco, CA 94080 t (650) 872-4444 f (650) 872-4411 w www.heartofsmc.org >~ ;;,.; Again, if South San Francisco joins HEART, developments and homebuyers in the city would be eligible to apply for these funds. In sum, the potential annual investment in developments and homes in South San Francisco is significantl}T more than the annual dues payment. Thank you again for your consideration. I will be present at the City Council meeting on November 28 and available to answer questions. Sincerely yours, Christopher Mohr Executive Director ~o ,.,~., ;~'.~ °~x s .~ l~~evel®p~nen~ Agency n RDA AGENDA ITEM # 2 c'~LIFOR~l~ ~JJ1 DATE: November 28, 2007 TO: Redevelopment Agency Board FROM: Marty Van Duyn, Assistant Executive Director SUBJECT: RESOLUTION AUTHORIZING A PURCHASE AND SALE AGREEMENT FORA 30,000 SQUARE FOOT PARCEL OF LAND LOCATED AT 80 CHESTNUT AVENUE (PORTION OF APN Ol 1-324-160), AUTHORIZING A RIGHT OF FIRST REFUSAL AGREEMENT TO PURCHASE THE REMAINING AREA, AND APPROVING A BUDGET AMENDMENT TO THE REDEVELOPMENT AGENCY CAPITAL BUDGET RECOMMENDATI®N It is recommended that the Redevelopment Agency Board adopt a Resolution authorizing the Executive Director to execute a Purchase and Sale Agreement with California Water Service to acquire a 30,000 square foot parcel of land located at 80 Chestnut Avenue, enter into an agreement granting the Agency a right of first refusal to purchase the remaining area, and amend the Redevelopment Agency Capital Budget. BACKGROUND/DISCUSSION In December 2006, the City began the updating the Orange Memorial Park Master Plan. The planning process included the potential for expanding the park into the old Mazzanti property and the Cal Water site. With the Master Plan Update complete and a strong desire to begin work on the park expansion, the City has stepped up its efforts to negotiate the purchase of the Cal Water site. Initially Cal Water had indicated it would consider selling the entire 6.86 acre parcel to the City. Since then Cal Water has decided it will retain the north-western portion of the parcel to continue its water service operation. Additionally, in order to sell the remaining land Cal Water must obtain authorization form the California Public Utilities Commission. This requires a lengthy regulator process. With City staff continuously asking Cal Water to speed up the sale, Cal Water was able to devise a plan to break up the land into various parcels to accommodate the City (see attached map). Splitting the land into five parcels will allow Cal Water to retain the land it needs (sub-areas 2, 3, 5), sell the portion containing the building immediately to the City (sub-area 1), and pursue the necessary regulatory process to sell the largest portion to the City (sub-area 4). The Board should note that with the exception of sub-area 1, the exact boundaries of remaining sub-areas are still being negotiated. Staff Report Subject: Purchase & Sale Agreement for a portion of 80 Chestnut Avenue Page 2 The proposed Purchase and Sale Agreement is to purchase sub-area 1 which includes 3,640 square foot building and site improvements on 30,000 square feet of land (a portion of APN Ol 1- 324-160). The building is vacant and consists of 1,950 square feet of office space and 1,690 square feet of industrial warehouse space. Site improvements include a paved driveway, parking lot, and landscaping. The quality and condition of the improvements are average and the purchase price is $1,100,000. An appraisal conducted for the City verifies this as the market value. In addition, the Agency and Cal Water will enter into an agreement granting the Agency the right of first refusal to purchase the remaining parcels. Cal Water will continue working with the California Public Utilities Commission to surplus sub-area 4 and estimates it will be able to sell it to the Agency in 2008. Cal Water will retain the parcels 2, 3 and 5. If and when these parcels become available the Agency will exercise its right of first refusal to purchase these parcels as well. FUNDING The Redevelopment Agency's bond proceeds will fund a project budget of $1,200,000 to acquire sub-areal. CONCLUSION Staff recommends the Redevelopment Agency Board adopt the attached Resolution authorizing the Executive Director to execute a Purchase and Sale Agreement with California Water Service to acquire a 30,000 square foot parcel and enter into an agreement granting the Agency a right of first refusal to purchase the remaining area. The purchase will allow the City to being working with the Historical Society to locate a museum in the existing building. ~~ ~ ~~~ B ~~.~. ~~~V~----- ~ ~~ , y: _ __ _ __ ~ Approved: :,. ~;~; , . Marty Van Duyn 4--~Bary M. Nagel'4,, `~ Assistant Executive Director Executive Director BMN:MVD:AS Attachment: Resolution Area Map Purchase and Sale Agreement Right of First Refusal Agreement RESOLUTION NO REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING A PURCHASE AND SALE AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO AND CALIFORNIA WATER SERVICE COMPANY FOR THE PURCHASE OF REAL PROPERTY LOCATED AT 80 CHESTNUT AVENUE IN SOUTH SAN FRANCISCO, AUTHORIZING THE EXECUTION OF DOCUMENTS IN CONNECTION THEREWITH AND APPROVING AN AMENDMENT TO THE 2007-2008 CAPITAL IMPROVEMENT PROGRAM BUDGET FOR A TOTAL OF $1,200,000 FROM AGENCY BOND PROCEEDS TO CAPITAL IMPROVEMENT PROJECT NO. 0720 WHEREAS, the Redevelopment Agency of the City of South San Francisco ("Agency") is a redevelopment agency existing pursuant to the Community Redevelopment Law, California Health and Safety Code Section 33000, et seq., and pursuant to the authority granted thereunder, has the responsibility to cant' out the Redevelopment Plan ("Redevelopment Plan") for the El Camino Corridor Area Project ("Project Area "); and WHEREAS, California Water Service Company (the "Owner") is the owner of real property in San Mateo County, California located at 80 Chestnut Avenue in the City of South San Francisco, (the "Property"); and WHEREAS, the Owners desire to sell the Property; and WHEREAS, the Agency desires to acquire the Property to facilitate development and construction of public benefits within the Project Area; and WHEREAS, the Agency and the Owners have negotiated a Purchase and Sale Agreement ("Purchase and Sale Agreement") substantially in the form on file with the Agency Secretary; and WHEREAS, the Purchase and Sale Agreement conditions, among other things, recordation of a first right of refusal to purchase adjacent property owned by California Water Service Company, a copy of which is on file with the Agency Secretary; and WHEREAS, the Agency previously set aside monies in the capital budget for Project No. 0720, "Orange Park Site Expansion/Site Acquisition"; and WHEREAS, the Agency wishes to amend the capital budget for Project No. 0720 to a total budget of One Million Two Hundred Thousand Dollars ($1,200,000) to be funded from Agency bond proceeds; and WHEREAS, the Property is located in the Project Area, and the purchase of the Property as provided for in the Purchase and Sale Agreement is consistent with and furthers the goals and objectives of the Redevelopment Plan. NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of South San Francisco that it hereby: Approves the purchase of the Property from California Water Service Company. 2. Approves the amendment to the Capital Improvement Budget for a total budget of $1,100,000 from RDA bond proceeds to Project No. 0720. 3. Authorizes the Executive Director of the Agency (or his designee) to execute the Purchase and Sale Agreement, and to make such other changes, with the advice of counsel, which do not materially or substantially increase the Agency's obligations thereunder, to sign all documents, to make all approvals and take all actions necessary or appropriate to carry out and implement the Purchase and Sale Agreement and to administer the Agency's obligations, responsibilities and duties to be performed under the Purchase and Sale Agreement. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Redevelopment Agency of the City of South San Francisco at a meeting held on the day of , 2007 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: Agency Secretary 1032178.1 V ~t LJ1 ~ i(1 ~ ~ { ~ ',~ ~ ~- ~~~-/~ '' ` { ` ~l `~ ~- ~ t~.1 J ~~ '~. M1/) t-'" 4 111 LV ~w J c ~ ~.~ ~ !' ip~ I I III t ~ a tt~ SOII'fii SM1ft F91AHCt5CU g~~ ~ 1 Ili I4 F ~ 3 5~R• ~t ~S ~ S7ATfON 1 ~ ~~ C~ `~G ~FP ~°~ .. ~SS rn~a~I~~~~i~tlli~~~I~~~N I~i~D{~~~ ~S ~°~i ~ S ~ SITF: I,AYOUI ~~ '~ ~i. ~i E1 l - ~ I ~~~ _ - ., ~ -, ~~; !' „„ ' =-. ,,. ~~ ~' ~ W 1 ~ ~ ~•~~ .,, z .~ ~ ` u ~~- ? `` r I m ~ ~~{ ~ ~~ Ftt,~, ,~ .t r .. - _ - ! _. r 3 '~~,. `..1111 '`~-. ~ '. ..M-,. ~j ~~~~; ~(Z, ~ ~,~` ~ fc, / ~//' ~]~~ /; j i ~? ~ :rr-'C'y~ ( .~..t it V~ + ,u. ~ '/! ~. ! '` ,ham '~~~,~, u ~ ; ~ `w~., ~,... `~ >~ /!! /'`'-•__ - 'r yr' ;: f ~E .4 `'~f.. .. ,4.'i,T1/ j}},;.` ~ .~ /\ /~/p/~ /\'~ ~ - -_ ~ ~? ~~:5 / '~ it a ~ •; `~C ~, ~~jS'1Y,~ fry' ~,J J/" ~~,/ / ~,-: AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement") is entered into as of November , 2007, by and between REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO, a public body, corporate and politic ("Buyer") and CALIFORNIA WATER SERVICE COMPANY, a California corporation ("Seller"). Buyer and Seller are collectively referred to as the "Parties." BUYER AND SELLER ENTER INTO THIS AGREEMENT on the basis of the following facts, understandings and intentions: A. Buyer is a redevelopment agency existing pursuant to the Community Redevelopment Law, California Health and Safety Code Section 33000, et seq., and pursuant to the authority granted thereunder, has the responsibility to carry out the Redevelopment Plan ("Redevelopment Plan") for the El Camino Corridor Area Project ("Project Area "). B. Seller owns certain real property located in the Project Area, located at 80 Chestnut Avenue, South San Francisco, currently identified as Assessor's Parcel No. (APN) Ol 1-324-160 as snore particularly described on Exhibit A attached hereto and made a part of this Agreement by this reference ("Seller's Property"). Seller desires to sell to Buyer and Buyer desires to purchase from Seller approximately 30,000 square feet of the total 6.86 acres of Seller's Property as depicted on Exhibit B together with all of Seller's rights, title and interest in all easements, rights and appurtenances thereto (collectively, the "Property") pursuant to the terms, covenants and conditions contained in this Agreement. C. As a condition to Buyer's purchase of the Property, Seller has agreed to enter into an agreement ("Right of First Refusal Agreement") giving Buyer a right of first refusal to purchase the remaining portion of Seller's Property which will be recorded against said property. the P.ight of First Refusal Agreement is attached hereto as Exhibit C and made a part of this Agreement by this reference. D. For purposes of this Agreement, the following terms shall have the meanings given below: 1. "Agreement Date" means the date on which this Agreement is executed by the last of Buyer or Seller to so execute this Agreement. 2. "Business Day" means any day other than a Saturday, Sunday or day on which banks in which the State of California are authorized to be closed for business. 3. "Close of Escrow" means the date on which Title Company completes the transaction described in this Agreement by the recordation of documents transferring the Property to Buyer and the disbursal of the Purchase Price, less closing adjustments, to Seller. 1031671.3 - 1 - 4. "Closing Date" means the date specified by Buyer for Close of Escrow, which date shall be no later than thirty (30) days after the date on which all of Buyer's Contingencies have been satisfied or waived by Buyer, provided that (a) the Closing Date shall not be before the date of satisfaction of the Physical Inspection Contingency, Preliminary Title Report Contingency, and (b) if the Close of Escrow has not occurred on or before December 31, 2007, this Agreement inay be terminated by either Party, and shall not be considered a default by either Party under Sections 2 or 3 of this Agreement. 5. "Purchase Price" means One Million One Hundred Thousand Dollars ($1,100,000). 6. "Physical Inspection Contingency" means the right of the Buyer to disapprove the condition of the Property for a period often (10) business days commencing an after the opening of escrow. 7. "Preliminary Title Report Contingency" means that Buyer has ten (10) days from the receipt of the Preliminary Title Report to give written notice to Seller of disapproval of any exceptions in the Preliminary Title Report. Buyer agrees to give Seller ten (10) business days to cure any Preliminary Title Report exception disapproved by Buyer. If a notice of disapproval of exceptions to the Preliminary Title Report is not received by the Seller within ten (10) days of receipt of the Preliminary Title Report, Buyer waives this contingency. 8. "Preliminary Title 12eport" means that certain report by Alliance Title Company dated November 21, 2007. 9. "Permitted Exceptions" means the exceptions listed on Schedule of the Preliminary Title Report. E. The purchase of the Property as provided for herein is consistent with and furthers the goals and objectives of the Redevelopment Plan. NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and agreements of the parties as herein set forth, the parties hereto agree as follows: 1. PUI~CIIASE. Seller agrees to sell the Property to Buyer, and Buyer agrees to purchase the Property from Seller, pursuant to the terms, covenants and conditions provided herein. 2. BU~'EIZ'S DEPOSIT. 2.1. Deposit. Within three (3) Business Days after the Agreement Date, Buyer shall deposit with Alliance Title Company ("Title Company") at the office located at 1111 Bayhill Drive, Suite 240, San Bruno, CA 94066, Attn: Tina Davis ("Escrow Officer"), the sum of Ten Thousand Dollars ($10,000) in cash (the Initial Deposit) as a deposit on account of the Purchase Price. 1031671.3 _ 2 _ 2.2. Interest Bearing Account. Title Company shall deposit the Initial Deposit in an interest bearing account designated by Seller. All interest earned on the Initial Deposit shall belong to Buyer and shall be credited against the Purchase Price at Closing or subject to Section 3 herein, paid to Buyer if the Escrow is terminated for any reason whatsoever. 2.3. Application of Initial Deposit. 2.3.1. The Initial Deposit shall be credited against the Purchase Price at the Close of Escrow. 2.3.2. The Initial Deposit shall be retained by Seller pursuant to Section 3 as liquidated damages if this transaction is not consummated due to a default by Buyer in the performance of its obligations hereunder. 3. LIQUIDATED DAMAGES. IN THE EVENT THAT THIS TRANSACTION DOES NOT CLOSE AS A CONSEQUENCE OF A DEFAULT BY BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES AGREE THAT SELLER'S ACTUAL DAMAGES WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE IF BUYER DEFAULTS, AND THE AMOUNT OF THE DEPOSIT IS THE BEST ESTIMATE OF THE AMOUNT OF DAMAGES SELLER WOULD SUFFER. THE PARTIES FURTHER AGREE THAT THE PROVISIONS OF THIS PARAGRAPH 3 SHALL BE SELLER'S SOLE REMEDY IN THE EVENT OF A DEFAULT BY BUYER, IN LIEU OF ALL OTHER REMEDIES SELLER MIGHT OTHERWISE HAVE HEREUNDER AT LAW OR IN EQUITY. THE PARTIES WITNESS THEIR AGREEMENT TO THIS LIQUIDATED DAMAGES PROVISION AND THIS LIMITATION OF REMEDIES PROVISION BY INITIALING BELOW. BUYER: SELLER: Prior to termination of this Agreement by Seller for Buyer's default, Seller shall give Buyer written notice of default, and Buyer shall have five (5) Business Days from receipt of Seller's notice to cure such default but in no event beyond the Closing Date, unless otherwise agreed to in writing by the Parties. 4. PURCHASE PRICE. 4.1. Purchase Price. The Purchase Price shall be payable at the Close of Escrow, as follows: 4.1.1. Application of the Initial Deposit, plus any interest earned thereon; and 4.1.2. Payment of the remainder by Buyer by wire transfer of immediately available funds in lawful money of the United States of America. 1031671.3 _ 3 _ 5. ESCROW. ~.l . Escrow. Buyer and Seller shall establish an escrow (the "Escrow") with the Title Company for the purchase of the Property. Buyer shall deliver to the Title Company the Initial Deposit and an executed copy of this Agreement. This Agreement, along with Seller's Additional Escrow Instructions (as hereinafter defined), if any, and Buyer's Additional Escrow Instructions (as hereinafter defined), if any, shall constitute the Title Company's escrow instructions for closing Escrow. Seller and Buyer shall take all actions reasonably required to cause the Close of Escrow to occur on or before the Closing Date. 5.2. Seller's Deliveries. No later than one (1) day prior to the Closing Date, Seller shall deposit the following into Escrow: 5.2.1. The Deed. Duly executed and acknowledged grant deed(s) (the "Deed") conveying title to the Property to Buyer. 5.2.2. Non-Foreign Certificates. Duly executed certificates ("Non-Foreign Certificates") in usual form sufficient to relieve Buyer of any withholding requirements pursuant to Section 1445 of the Internal Revenue Code of 1954 as amended and Section 18662 of the California Revenue and Taxation Code. To the extent Seller cannot or does not deposit aNon- Foreign Certificates for each person or entity comprising Seller into Escrow, Buyer and the Title Company shall be authorized to withhold from the Purchase Price and remit to the Internal Revenue Service and/or California Franchise Tax Board, as applicable, the amount required to be withheld pursuant to such sections and regulations promulgated pursuant thereto. 5.2.3 Right of First Refusal Agreement. Duly executed and acknowledged Right of Refusal Agreement. 5.2.4 Additional Escrow Instructions and Documents. Such additional escrow instructions ("Seller's Additional Escrow Instructions") and documents ("Seller's Additional Documents") as Buyer or the Title Company may reasonably require of Seller to close the Transaction in accordance with this Agreement. 5.3. Buyer' Deliveries. No later than one (1) day prior to the Closing Date, Buyer shall deposit the following into Escrow: 5.3.1. Buyer's Funds. The balance of the Purchase Price (after application of the Initial Deposit and all interest thereon) and additional funds in the amount necessary to pay Buyer's share of closing costs and prorations, as hereinafter set forth. 5.3.2. Certificate of Acceptance. Buyer's duly executed certificate of acceptance of the Deed. 10316713 _ q. _ 5.2.3 Right of First Refusal Agreement. Duly executed and acknowledged Right of Refusal Agreement. 5.3.3. Additional Escrow Instructions and Documents. Such additional escrow instructions ("Buyer's Additional Escrow Instructions") and documents ("Buyer's Additional DDocuments") as the Title Company may reasonably require of Buyer to close the Transaction in accordance with this Agreement. 6. CLOSE OF ESCROW. 6.1. Time. When the Title Company is in a position to deliver CLTA Owner's Policy of Title Insurance, or if Buyer elects, an ALTA policy, with liability in the amount of the Purchase Price, insuring fee simple title to the Property as being vested in Buyer subject only to the Permitted Exceptions, and bearing such endorsements as Buyer may require, and all documents and funds required hereby have been deposited in Escrow, the Title Company shall cause Close of Escrow to occur as provided below. The failure of Seller or Buyer to be in a position by the Closing Date to fulfill its obligations with respect to Close of Escrow and thus enable the Title Company to cause Close of Escrow to occur on the Closing Date shall constitute a default hereunder by the party so failing. 6.2. Procedure. The Title Company shall close Escrow as follows: 6.2.1. Prepare an estimated Closing Statement for Seller and Buyer and obtain each party's approval thereof. 6.2.2. Record the Deed. 6.2.3. Record the Right of First Refusal. 6.2.4. Deliver to Seller the Purchase Price as adjusted by Seller's share of the closing costs and prorations, a copy of the Deed and a copy of the Record the Right of First Refusal showing recording information, and Seller's Closing Statement. 6.2.5. Deliver to Buyer a copy of the Deed, a copy of the Right of First Refusal showing recording information, the CLTA Owner's Policy of Title Insurance, the Non-Foreign Certificates, the Buyer's Closing Statement, and any excess funds to be returned to Buyer. 6.3. Closing Costs and prorations. 6.3.1 Seller's Closing Costs. Seller shall pay no closing costs. 6.3.2 Buyer's Closin~Costs. Buyer shall pay all closing costs, including the premium on the Buyer's CLTA Owner's Policy of Title Insurance ("Title Policy") and the cost of all endorsements to the Buyer's Title Policy, all recording fees (if applicable), the Title Company's escrow fees, and all 1031671.3 _ 5 _ other costs customarily assessed to the buyer in sales transactions in San Mateo County. 6.3.3. Prorations. Real estate taxes, assessments and utilities shall be prorated as of the Closing Date. 6.4 Buyer's Conditions to Closing. Close of Escrow and Buyer's obligation to purchase the Property are conditioned upon: (i) the performance by Seller of each obligation to be performed by Seller under this Agreement within the applicable tune period, or the waiver by Buyer of such obligation; (ii) Seller's representations and warranties contained in this Agreement being true and correct as of the Agreement Date and the Close of Escrow; (iii) the commitment by Title Company to issue and deliver the Title Policy, subject only to the Permitted Exceptions, and (iv) recordation of the Right of First Refusal Agreement substantially in the form attached hereto as Exhibit C. Should any condition to closing fail to occur, excepting any such conditions that have been waived by Buyer, Buyer shall have the right, exercisable by giving written notice to Seller, to cancel the escrow, terminate this Agreement, and recover any and all amounts paid by Buyer to Seller or deposited with the Escrow Officer by or on behalf of Buyer, including the Initial Deposit and interest thereon. The exercise of this right by Buyer shall not constitute a waiver by Buyer of any other rights Buyer may have at law or in equity. 7. POSSESSION. Seller shall provide Buyer, at Close of Escrow, exclusive possession of the Property, free and clear of the claims or rights of any tenants or other occupants. 8. STUDIES, REPORTS AND INVESTIGATIONS. Seller agrees to make available to Buyer within five (5) business days following the Agreement Date, any and all information, studies, reports, investigations, contracts, leases, rental agreements and other obligations concerning or relating to the Property which are in Seller's possession or which are reasonably available to Seller, including without limitation surveys, studies, reports and investigations concerning the Property's physical, environmental or geological condition, habitability, or the presence or absence of Hazardous Materials in, on or under the Property and the compliance by the Property with Environmental Laws (as defined in Exhibit D attached hereto). 9. BROKERS AND COMMISSION. Seller shall indemnify, defend and hold Buyer harmless from and against any loss, cost or expense, including, but not limited to, attorneys' fees and court costs, resulting from any claim for a fee or commission by any broker or finder claiming by or through Seller, and Buyer shall indemnify, defend and hold Seller harmless from and against any loss, cost or expense, including, but not limited to, attorneys' fees and court costs, resulting from any claim against Seller for a fee or commission by any broker or finder claiming by or through Buyer. Neither Seller nor Buyer is represented by a Broker or Agent. Accordingly, no fee or commission by any broker or finder is anticipated by either party. This section shall survive the termination of this Agreement and the Close of Escrow. 10316713 - 6 - 10. REPRESENTATIONS, WARRANTIES AND C®VENANTS. 10.1 Seller's Representations and Warranties. Seller hereby makes the following representations and warranties to Buyer, which representations and warranties shall survive the Close of Escrow and conveyance of the Property and all of which (i) are material and are being relied upon by Buyer, and (ii) are complete and accurate as of the date hereof and shall be complete and accurate at the Close of Escrow (it being understood that the phrase "to the best of Seller's knowledge" shall mean to the best of Seller's actual knowledge after reasonable inquiry and investigation of its files and employees): 10.1.1 Power and Authority. Seller represents and warrants that this Agreement and all other documents delivered or to be delivered in connection herewith prior to or at the Close of Escrow: (a) have been duly authorized, executed, and delivered by Seller; (b) are binding obligations of Seller; (c) are collectively sufficient to transfer all of Seller's right, title and interest in and to the Property; and (d) do not violate the provisions of any agreement to which Seller is a party or which affects the Property. Seller further represents and warrants that the persons who have executed this Agreement on behalf of Seller are authorized to do, that Seller has the legal right to enter into this Agreement and to perform all of its terms and conditions, and that this Agreement is enforceable against Seller in accordance with its terms. 10.1.2 Litigation; Government Action. There is no claim, litigation, proceeding, initiative, referendum, moratorium, resolution, ordinance or governmental investigation presently pending with respect to which Seller has been served with process or other notice thereof or, to the best of Seller's knowledge, otherwise pending or threatened, against or relating to the Property. 10.1.3 Foreign Person. Seller is a United States corporation and is not a foreign corporation, foreign partnership, foreign trust or foreign estate, as those terms are defined in the Code and Seller is a corporation with its principal place of business in California. 10.1.4 Condemnation. There is presently no pending condemnation of the Property or any part thereof with respect to which Seller has been served with process or other notice thereof nor, to the best of Seller's knowledge, is any such condemnation otherwise pending or contemplated. 10.1.5 Contracts. No leases or other occupancy agreements affecting the Property will be in effect as of the Closing Date nor are there any purchase agreements relating to the Property other than this Agreement. On the Closing Date, the Property shall be delivered to Buyer free and clear of and- and all tenants and occupants. Seller shall not, without Buyer's prior written consent (to be given, withheld or conditioned in Buyer's sole discretion), (i) enter into any new leases or other occupancy agreements 1031671.3 - '7 - for or with respect to the Property, nor (ii) amend or modify or enter into any agreement with respect to the provision of any of the existing leases and/or occupancy agreements with respect to the term thereof or the rent payable thereunder. 10.1.6 Hazardous Materials. 10.1.6.1 For purposes hereof, "Hazardous Materials" and "Enviromnental Law" are defined in Exhibit D attached hereto and made a part of this Agreement by this reference. 10.1.6.2 No enforcement action or litigation has been brought and served against or otherwise noticed to Seller or, to the best of Seller's knowledge, threatened against, Seller or the Property during the period that Seller has owned the Property or, to the best of Seller's knowledge, during any prior period, nor any settlements reached by Seller or, to the best of Seller's knowledge, any prior owner of or other party having any interest in the Property, with any party or parties, alleging use, storage or disposal of any Hazardous Materials on, from or under the Property. 10.1.6.3 Except as disclosed in writing to Buyer: (i) the Property is free and has always been free of Hazardous Materials and is not and has never been in violation of any Environmental Law; (ii) there are no buried or partially buried storage tanks located on the Property; (iii) Seller has received no notice, warning, notice of violation, administrative complaint, judicial complaint, or other formal or informal notice alleging that conditions on the Property are or have ever been in violation of any Environmental Law or informing Seller that the Property is subject to investigation or inquiry regarding Hazardous Materials on the Property or the potential violation of any Environmental Law; (iv) there is no monitoring program required by the Environmental Protection Agency or any other govermmental agency concerning the Property; (v) no toxic or hazardous chemicals, waste, or substances of any kind have ever been spilled, disposed of, or stored on, under or at the Property, whether by accident, burying, drainage, or storage in containers, tanks, holding areas, or any other means; (vi) the Property has never been used as a dump or landfill; (vii) Seller has disclosed to Buyer all information, records, and studies in Seller's possession or reasonably available to Seller relating to the Property concerning Hazardous Materials; (viii) Seller has not received any notice from any governmental authority of any threatened or pending zoning, building, fire, or health code violation or violation of other governmental regulations concerning the Property that have not previously been corrected, and no condition on the Property 1031671.3 _ g _ violates any health, safety, fire, environmental, sewage, building, or other federal, state or local law, ordinance or regulation; 10.1.7 There are no natural or artificial conditions upon the Property or any part thereof that could result in a material and adverse change in the condition of the Property. 10.1.8 All information that Seller has delivered to Buyer, either directly or through Seller's agents, is accurate and complete. 10.1.9 Seller has disclosed all material facts concerning the Property. Seller shall notify Buyer of any facts that would cause any of the representations contained in this Agreement to be untrue as of the Close of Escrow. If Buyer reasonably believes that a fact materially and adversely affects the Property, Buyer shall have the option to terminate this Agreement by delivering written notice thereof to Seller. In the event Buyer elects to terminate this Agreement, the Initial Deposit, including interest thereon, and all other funds and documents deposited into escrow by or on behalf of Buyer shall be returned to Buyer, and all rights and obligations hereunder shall terminate. Seller shall indemnify, defend and hold harmless Buyer from all loss, cost, liability, expense, damage or other injury, including without limitation, attorneys' fees and all other costs and expenses incurred by reason of; or in any manner resulting from the breach of any representation or warranty contained in this Section. This section shall survive the termination of this Agreement and the Close of Escrow. 11. CONDEMNATION. If prior to Close of Escrow, all or any portion of the Property is taken by eminent domain (or an action of eminent domain has been commenced against all or any portion of the Property), upon Seller's receipt of notice thereof Seller shall promptly notify Buyer of such fact, and Buyer shall have the option to terminate this Agreement upon notice to Seller given not later than ten (10) Business Days after receipt of Seller's notice. If Buyer shall elect to terminate this Agreement pursuant to this provision, the Title Company shall promptly refund the Initial Deposit together with interest. Upon such refund and payment, neither Buyer nor Seller shall have any further rights or obligations hereunder, and this Agreement shall be deemed terminated. If Buyer does not exercise such option to terminate this Agreement, neither Buyer nor Seller shall have the right to terminate this Agreement, but Seller shall assign and turn over to Buyer at Close of Escrow, and Buyer shall be entitled to receive and keep, all awards, and rights to receive future awards, for such taking by eminent domain and the transactions contemplated hereby shall be consummated pursuant to the teens hereof, without any reduction of the Purchase Price. 12. 1031 EXCI3ANGE. Buyer will cooperate with Seller to effect a 1031 Exchange by Seller, provided, however, that (i) the Property shall be deeded directly to Buyer from Seller; (ii) Buyer shall not take title to any replacement property; (iii) Buyer shall not be required to incur and additional liability as a result thereof, (iv) a 1031 Exchange shall not affect or change Seller's obligations under this Agreement, and (v) the Close of Escrow hereunder shall not be delayed as a result thereof. Seller shall indemnify, defend and hold Buyer harmless from and 1031671.3 _ g _ against any loss, cost or expense, including, but not limited to, attorneys' fees and court costs, resulting from any claim relating to such an exchange. 13. SUCCESS®RS AND ASSIGNS. The teens, covenants, and conditions herein contained shall be binding upon and inure to the benefit of the successors and assigns of the Parties. Buyer and Seller may each assign their rights hereunder to any party upon prior written approval by the other party hereto, but no such assignment shall relieve the assignor from primary liability for its obligations hereunder. 14. ENTIRE AGREEMENT. This Agreement contains all of the covenants, conditions and agreements between the parties and shall supersede all prior correspondence, agreements, and understandings, both oral and written. No provisions of this Agreement maybe amended or modified in any manner except by an agreement in writing duly executed by the parties hereto. 15. G®VERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California as applied to agreements among California residents which are entered into and performed entirely within California. 16. ATT®RNEYS' FEES. In the event of any litigation regarding the rights and obligations under this Agreement, the prevailing party shall be entitled to recover, in addition to damages, injunctive or other relief, reasonable attorneys' fees and court costs. 17. N©TICES. Except as otherwise expressly provided herein, all notices required or permitted to be given pursuant to the terms hereof shall be in writing and either delivered by hand delivery, professional courier service which provides written evidence of delivery or deposited in the United States mail, registered or certified, postage prepaid and addressed as follows: To Buyer: City of South San Francisco Redevelopment Agency P.O. Box 711 South San Francisco, CA Tel. (650) 829-6620 Fax (650) 829-6623 To Seller: California Water Service Company 1720 North First Street San Jose, CA 95112 Attn: Shawn Heffner, Director of Corporate Real Estate Tel. (408) 367-8200 Fax (408) 367-8430 The foregoing addresses maybe changed by written notice to the other party as provided herein. Notices shall be deemed delivered and received, in the case of personal delivery or delivery by courier as aforesaid, on the day physically delivered to the indicated addressee, and in the case of delivery by United States snail, three (3) Business Days after deposit in the United States mail as aforesaid. 1031671.3 - 10 - 18. EXHIBITS. Exhibits A, B, C and D are attached hereto and incorporated herein by this reference. 19. HEADINGS. Headings at the beginning of any paragraph or section of this Agreement are solely for the convenience of the parties and are not a part of this Agreement or to be used in the interpretation hereof. 20. TIMELY PERFORMANCE. Time is of the essence of this Agreement. 21. COUNTERPARTS. This Agreement maybe executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above BUYER: City of South San Francisco Redevelopment Agency, a public body, corporate and politic SELLER: CALIFORNIA WATER SERVICE CO. a California corporation, By: Name: Executive Director Date: Date: ATTEST: Name: Title: Date: Agency Secretary APPROVED AS TO FORM: Agency Counsel 1031671.3 - 11 - EXHIBIT A LEGAL DESCRIPTION OF SELLER'S PROPERTY 1031671.3 - I2 - File No. 11577010-5b3- TD I,EGr~L DESCRIPTI®leT All that certain real property in the City of South San Francisco, County of San Mateo, State of California, described as follows: Parcel I: Parcel 2 as shown on that certain map entitled "Record of Survey of a portion of Parcels 5, 6 & 7 as described in the deed recorded in Volume 528 of Official Records at Page 195; a portion of "Bari Buri Rancho" South San Francisco, California", filed in the Office of the Recorder of the County of San Mateo, State of California, on December 17, 1963 in Book 3 of Licensed Land Surveyors Maps at Page 103. Excepting Therefrom that certain land conveyed in the deed from California Water Service Company to City of South San Francisco recorded October 16, 1975 in Book 6960 of Official Records at Page 74 (File No. 519-AJ), records of San Mateo County, California. Also Excepting Therefrom that certain. land conveyed in the deed from California Water Service Company to San Mateo County Flood Control District recorded September 4, 1975 in Book 6928 of Official Records at Page 148 (File No. 86375-AI), records of San Mateo County, California. Parcel II: An easement for ingress to and egress from the California Water Service Company Well Site 1-15, which site is designated and delineated as Parcel 4 on that certain map entitled "Record of Survey of a portion of Parcels 5, 6 & 7 as described in the deed recorded in Volume 528 of Official Records at page 195; a portion of "Bari Buri Rancho, South San Francisco, California", filed in the County Recorder of San Mateo County, State of California on December 17, 1963 in Book 5 of Licensed Land Surveyors Maps at Page 103, records of San Mateo County, California; said easement being across a portion of that certain 4.37 acre parcel of land described as Parcel One in the deed conveyed by Wayne L. Prim and Carol Nan Prim, his wife, Bruce Walkup and Betty Walkup, his wife, and Texas Petroleum Exploration Co., a Texas corporation, to Caltex Equities, a limited partnership, dated June 9, 1972 and recorded 3uly 11, 1972 in Book 6186 of Official Records at Page 679, records of San Mateo County, California; said land of Caltex Equities being a portion of Parcel 3 as designated and delineated on said licensed land surveyors map, said easement being more particularly described as follows: Beginning at a point in the common line of said lands of California Water Service Company and said lands of Caltex Equities, said point of beginning being distant along the Southwesterly line of said Parcel 4, North 5°9 39' 35" West 24.87 feet from the most Southerly corner thereof; thence from said point of beginning, South 36° 00' 25" West 27.37 feet; thence South 53° 59' 35" East 5.00 feet; thence South 36° 00' 25" West 27.37 feet; thence South 53° 59' 35" East 5.00 feet; thence South 36° 00' 25" File No. 11577010-563- TD West 48.00 feet; thence North 53° 59' 35" West 74.08 feet; thence South 79° 45' 25" West, 13.83 feet; thence South 33° 30' 25" West 124.70 feet to a point of the Northeasterly right of way line of Antoinette Land, as said right of way is described in that certain lis pendens entitled "City of South San Francisco, a municipal corporation, versus Lindsay and Company, et al", Case No. 163685 of the Superior Court of the County of San Mateo, file on October 14, 1971 in Book 6029 of Official Records at Page 104 (File No. 54134-AE), records of San Mateo County, California, last said point being distant South 55° 59' 39" East 139.21 feet and North 33° 30' 25" East 68.24 feet from the Southwesterly corner of said right of way; thence from said point on the Northeasterly right of way line along said right of way line, Northwesterly on the arc of a curve to the right, the center line of which bears North 35° 14' 23" East from last said point having a radius of 9,483.34 feet and a central angle of 0° 07' S9", an arc distance of 22.03 feet; thence leaving said right of way lie North 33° 30' 25" East 156.99 feet; thence South 53° 59' 35" East 79.06 feet; thence North 81° 00' 25" East 8.50 feet; thence North 36° 00' 25" East 19.99 feet; thence South 53° 59' 35" East 5.00 feet; thence North 36° 00' 25" East 26.18 feet to a point on the Southwesterly line of Parcel 4; thence along last said Northwesterly line, South 59° 39' 35" East 12.06 feet to the point of beginning. Said easement is appurtenant to Parcel I herein and was created by that certain deed recorded on March 20, 1974, in Book 6573 of Official Records at Page 131 (File No. 24930-AID, records of San Mateo County, California. Parcel III: A non-exclusive easement for ingress and egress over the Northeasterly 20' of the lands described as Parcel 1541-2 in the deed from California Water Service Company recorded September 4, 1975 in Book 6928 of Official Records at Page 148 (File No. 86375-AI), records of San Mateo County, California. Also, an easement for the installation, operation and maintenance of pipe lines, power lines and signal lines and other appurtenances necessary for the operation of a public water supply system over all of the lands described in the deed herein referred to. Said easements are appurtenant to Parcel I herein and were created by reservation in the deed herein referred to. ARB No: 011-032-324-OSA APN No: 011-324-160 EXHIBIT B LEGAL DESCRIPTION OF PROPERTY 1031671.3 - 13 - AREA D REAL PROPERTY IN THE CITY OF SOUTH SAN FRANCISCO, COUNTY OF SAN MATED, STATE OF CALIFORNIA, A PORTION OF PARCEL 2 SHOWN ON THE RECORD OF SURVEY RECORDED ON THE 17TH OF DECEMBER 1963 IN VOLUME 5 OF LICENSED LAND SURVEY MAPS AT PAGE 103 IN THE RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING ON THE SOUTHEASTERLY LINE OF CHESTNUT AVENUE AT THE NORTHERLY CORNER OF PARCEL II DESCRIBED iN THE DEED RECORDED ON THE 16TH OF OCTOBER 1975 FROM CALIFORNIA WATER SERVICE COMPANY TO CITY OF SOUTH SAN FRANCISCO RECORED IN VOLUME 6960 OF OFFICIAL RECORDS AT PAGE 75 IN THE RECORDS OF SAID COUNTY; 1) THENCE N 43° 35' E ALONG SAID AVENUE AS SHOWN ON SAID MAP FOR 95.88 FEET; 2) THENCE S 46° 03' 54" E FOR 135.52 FEET; 3) THENCE S 43° 40' 04" W FOR 29.69 FEET; 4) THENCE S 46° 00' 47" E FOR 67.02 FEET; 5) THENCE S 43° 2$' 57" W FOR 101.64 FEET; 6) THENCE N 46° 39' 46" W FOR 182.67 FEET TO THE SOUTHEASTERLY LINE OF SAID PARCEL II DEEDED TO SAID CITY, THIS BEING THE CURRENT SOUTHEASTERLY LINE OF CHESTNUT AVENUE; 7) THENCE N 43° 35' E ALONG SAID CURRENT SOUTHEASTERLY LINE FOR 37.53 FEET; 8) THENCE N 46° 25' W ALONG THE NORTHEASTERLY LINE OF SAID PARCEL II DEEDED TO SAlD CITY FOR 20.00 FEET TO THE POINT OF BEGINNING. THE AREA OF THIS PARCEL IS 0.553 ACRES MORE OR LESS. DESCRIPTION PREPARED BY: WILLIAM MASTERSON, LS 4818 LICENSE EXPIRES 9-30-08 NOVEMBER 7, 2007 E~;HIBIT C RIGHT OF FIRST REFUSAL AGREEMENT 1031671.3 - 14 - Recording requested by and when recorded mail to: Redevelopment Agency of the City of South San Francisco 400 Grand Ave South San Francisco, CA 94080 Attention: Executive Director EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE §§6103, 27383 RIGHT OF FIRST REFUSAL AGREEMENT THIS RIGHT OF FIRST REFUSAL AGREEMENT (this "Agreement") is entered into effective as of , 2007 ("Effective Date") by and between REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO, a public body, corporate and politic (Agency) and CALIFORNIA WATER. SERVICE COMPANY, a California corporation ("Owner"). Agency and Owner are hereinafter referred to collectively as the "Parties." RECITALS A. Owner owns a fee simple interest in certain real property located in South San Francisco, California, which is more particularly described in Exhibit A attached to this Agreement and incorporated herein by this reference (the "Property"). B. Pursuant to a Purchase and Sale Agreement dated as of the Effective Date and executed by and between Agency and Owner (the "Purchase and Sale Agreement") Owner has agreed to grant Agency a right of first refusal to purchase the Property together with all easements, rights and appurtenances thereto subject to the terms and conditions set forth herein. C. The Parties desire to set: forth herein the terms and conditions of the right of first refusal granted by Owner to Agency. NOW, THEREFORE, in consideration of the foregoing, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows. 1. Grant of Refusal Right. Owner hereby grants to Agency a right of first refusal (the "Refusal Right") to purchase the Property and all right title interest Owner has in easements and appurtenances thereto, on the terms and conditions set forth in this Agreement. Owner will not solicit offers for, nor accept an offer for the sale or lease of the Property without first offering to sell the Property to Agency by written notice ("Notice"). The word "sell" shall include any transfer, conveyance, assignment, lease, hypothecation, or pledge of all or any portion of the Property or Owner's interest in the Property. If Owner and Agency do not reach agreement on the terms for sale the Property within thirty (30) days following delivery of the Notice to Agency, then Owner shall be free to solicit and accept offers from other parties; provided 1032174.2 however, Owner shall not accept an offer on terms equal to or less favorable to Owner than the terms set forth in Agency's last offer for the Property, without first offering the Property to Agency on the same terms. 2. Refusal Right Term. The Refusal Right shall commence on the Effective Date and shall continue until it is waived in writing by the Agency. 3. Refusal Right Exercise. Prior to accepting any bona fide offer ("Offer") to purchase the Property, Owner shall notify Agency of such Offer and deliver to Agency a copy thereof. Owner shall not accept any such Offer unless and until the Refusal Right has been waived in writing by Agency. Agency may exercise the Refusal Right by delivery of written notice of exercise to Owner within ninety (90) days after the Agency has received Owner's notice of a bona fide offer. 4. Purchase Price. The purchase price shall be the lesser of the amount stated in the Offer or the fair market value of the Property as determined by appraisal of the Property, such appraisal to be made by an appraiser, selected as set forth below, and who has experience in the geographic area in which the Property is located, as reduced by customary costs of a sale, including customary sales commissions. The fair market value of the Property shall be determined as follows: Owner and Agency shall select a mutually acceptable appraiser who shall determine the fair market value of the Property. In the event the Parties are unable to agree upon an appraiser, Owner and Agency shall each select an appraiser. If the difference between the two appraisals is less than or equal to ten percent (10%) of the lower of the t~vo appraisals, then fair market value shall be the average of the two appraisals. If the difference between the two appraisals is greater than ten percent (10%) of the lower of the two appraisals, then the two appraisers shall jointly select a third appraiser. Owner and Agency shall each pay the costs of any appraiser they individually select, shall share the cost equally of any appraiser jointly selected, and shall share the cost equally of any third appraiser selected pursuant to this paragraph. 6. Title Policy. As a condition to closing, Agency shall be entitled to a California Land Title Association owner's policy of title insurance, with premium paid by Owner, dated as of the close of escrow, in the amount equal to the purchase price, showing title to the Property vested in Agency and, subject only to such liens, encumbrances and other exceptions reasonably approved by Agency. 6. Closin .Escrow shall close no later than one hundred twenty (120) days after Owner's receipt of Agency's written notice of exercise of the Refusal Right. 7. Assignment. Agency may assign this Agreement and all of Agency's rights hereunder to the City of South San Francisco ("City"), or to any other governmental entity or agency. If the Agency ceases to exist, the City shall autormatically succeed to the rights of the Agency hereunder. 8. Termination. Upon ternnination of this Refusal Right, Agency agrees, upon Owner's request, to execute and delivf;r to Owner a written instrument (in form appropriate for 1032174.2 recording if this Agreement or a memorandum thereof has been recorded as of such time) relinquishing and terminating Agency's rights under this Agreement. 9. Notices. Except as otherwise expressly provided herein, all notices required or permitted to be given pursuant to the terms hereof shall be in writing and either delivered by hand delivery, professional courier sen-ice which provides written evidence of delivery or deposited in the United States mail, registered or certified, postage prepaid and addressed as follows: To Buyer: City of South San Francisco Redevelopment Agency P.O. Box 711 South San Francisco, CA Tel. (650) 829-6620 F:ax (650) 829-6623 To Seller: California Water Service Company 1'720 North First Street San Jose, CA 95112 Attn: Shawn Heffner, Director of Corporate Real Estate Tel. (408) 367-8200 Fax (408) 367-8430 The foregoing addresses may be changed by written notice to the other party as provided herein. Notices shall be deemed delivered and received, in the case of personal delivery or delivery by courier as aforesaid, on the day physically delivered to the indicated addressee, and in the case of delivery by United States mail, three (3) business days after deposit in the United States mail as aforesaid. 10. Attorneys' Fees. In the event of any action, arbitration, or proceeding at law or in equity to enforce any provision of this Agreement or to protect or establish any right or remedy of any party hereunder, the unsuccessful party to the litigation shall pay to the prevailing party all costs and expenses, including reasonable attorneys' fees incurred therein by the prevailing party, and if the prevailing parry recovers judgment in any action, proceeding, or arbitration, the costs, expenses and attorneys' fees shall be included in and as a part of the judgment. 11. No Brokers. Each party hereby agrees to indemnify the other party from and against any real estate brokerage commissions or similar obligations incurred by the indemnifying party as a result of the negotiation or exercise of the Refusal Right. 12. Recordation. This Agreement shall be recorded in the Official Records of San Mateo County. 13. Binding on Successors. The rights and obligations of the Parties shall inure to the benefit of and bind their respective successors and assigns. 1032174.2 14. Captions. The captions used herein are for convenience of reference only and are not part of this Agreement and do not in any way limit or amplify the terms and provisions hereof. 15. Time of the Essence. Time is of the essence of each aild all of the agreements, covenants and conditions of this Agreement. 16. Governin Law. This Agreement shall be interpreted in accordance with and governed by the laws of the State of California. 17. Entire Agreement; Amendments in Writing. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior offers and negotiations, oral and written. This Agreement may not be amended or modified except by an instrument in writing signed by Owner and Agency. 18. Counterparts. This Agreement maybe executed in one or more counterparts each of which shall be an original and all of which taken together shall constitute a single agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above AGENCY: City of South San Francisco Redevelopment Agency, a public body, corporate and politic By: Date: OWNER: CALIFORNIA WATER SERVICE CO. a California corporation, Name: Executive Director Date: ATTEST: Name: Title: Date: Agency Secretary APPROVED AS TO FORM: By Steven T. Mattas, Agency Counsel 1032174.2 4 SIGNATURES MUST BE NOTARIZED STATE OF CALIFORNIA COUNTY OF ss On ,before rne, , a Notary Public, personally appeared ,personally known to me (or proved to me on the basis of satisi:actory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Notary Public 1032174.2 5 Exhibit A PR®PERTY (Attach legal description.) 1032174.2 EXHIBIT I9 HAZARDOUS MATERIALS; ENVIRONMENTAL LAW "Hazardous Materials" means any substance, material or waste which is or becomes regulated by any federal, state or local governmental authority, agency or governmental body, and includes without limitation (i) petroleum or oil or gas or any direct or indirect product or by-product thereof; (ii) asbestos and any material containing asbestos; (iii) any substance, material or waste regulated by or listed (directly or by rei:erence) as a "hazardous substance", "hazardous material", "hazardous waste", "toxic waste", "toxic pollutant", "toxic substance", "solid waste" or "pollutant or contaminant" in or pur:>uant to, or similarly identified as hazardous to human health or the environment in or pursuant to, the Toxic Substances Control Act (15 U.S.C. 2601, et seq.); the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601, et seq.), the Hazardous Materials Transportation Authorization Act (49 U.S.C. Section 5101, et seq.), the Resource Conservation and Recovery Act (42 U.S.C. 6901, et seq.), the Federal Water Pollution Control Act (33 U.S.C. Section 1251), the Clean Air Act (42 U.S.C. Section 7401, et seq.), the California Underground Storage of Hazardous Substances Act (California Health and Safety Code Section 25280, et seq.), the California Hazardous Substances Account Act (California Health and Safety Code Section 25300, et seq.), the California Hazardous Waste Act (California Health and Safety Code Section 25100, et seq.), the California Safe Drinking Water and Toxic Enforcement Act (California Health and Safety Code Section 25249.5, et seq.), and the Porter-Cologne Water Quality Control Act (California Water Code Section 13000, et seq.), as they now exist or are hereafter amended, together with any regulations promulgated thereunder; (iv) any substance, material or waste which is defined as such or regulated by any "Superfund" or "Supe;rlien" law, or any Environmental Law; (v) any material determined to be hazardous based on deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity or toxicity; or (vi) any other substance, material, chemical, waste or pollutant identified as hazardous or toxic and regulated under any other federal, state or local environmental law, including without limitation, asbestos, polychlorinated biphenyls, petroleum, natural gas and synthetic fuel products and by-products. "Environmental Law" means all federal, state or local statutes, ordinances, rules, regulations, orders, decrees, judgments or common law doctrines, and provisions and conditions of permits, licenses and other operating authorizations regulating, or relating to, or imposing liability or standards of conduct concerning (i) pollution or protection of the environment, including natural resources; (ii) exposure of persons, including employees and agents, to Hazardous Materials (as defined above) or other products, raw materials, chemicals or other substances; (iii) protection of the public health or welfare from the; effects of by-products, wastes, emissions, discharges or releases of chemical substances from industrial or commercial activities; (iv} the manufacture, use or introduction into commerce of chemical substances, including without limitation, their manufacture, formulation, labeling, distribution, transportation, handling, storage and disposal; or (iv) the use, release or disposal of toxic or hazardous substances or Hazardous Materials or the remediation of air, surface waters, groundwaters or soil, as now or may at any later time be in effect, including but not limited to th~~ Toxic Substances Control Act (15 U.S.C. 2601, et seq.); the Comprehensive Environmental :Response, Compensation and Liability Act (42 U.S.C. Section 9601, et seq.), the Hazardous Materials Transportation Authorization Act (49 U.S.C. Section 5101, et seq.), the Resource Conservation and Recovery Act (42 U.S.C. 6901, et seq.), 1031671.3 - 15 - the Federal Water Pollution Control Act (33 U.S.C. Section 1251), the Clean Air Act (42 U.S.C. Section 7401, et seq.), the California Underground Storage of Hazardous Substances Act (California Health and Safety Code Section 25280, et seq.), the California Hazardous Substances Account Act (California Health and Safety Code Section 25300, et seq.), the California Hazardous Waste Act (California Health and Safety Code Section 25100, et seq.), the California Safe Drinking Water and Toxic Enforcement Act (California Health and Safety Code Section 25249.5, et seq.), and the Porter-Cologne Water Quality Control Act (California Water Code Section 13000, et seq.), as they now exist or are hereafter amended, together with any regulations promulgated thereunder. 1031671.3 - 16 - STATE OF CALIFORNIA ) ) s:i. COUNTY OF SANTA CLARA ) On , 2007, before ine, ,personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons who appeared before me and whose names are subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public STATE OF CALIFORNIA ) ss. COUNTY OF SAN MATEO ) On , 2007, before me, ,personally appeared and ,personally known to me (or proved to ine on the basis of satisfactory evidence) to be the persons who appeared before me and to be the persons whose names are; subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public 1031671.3 - 17 - ~~~~H SA!y A~ ~, ~, ~. U O ~~~~ ~'~tl FOR~~P AGENDA CITY COUNCIL CITY OF SOUTH SAN FRANCISCO REGULAR MEETING MU]VICII'AL SERVICE BUILDING COMMUNITY ROOM WEDNESDAY, NOVEMBER 28, 2007 7:30 P.M. PEOPLE OF SOUTH SAN FRANC][SCO You are invited to offer your suggestions. In order that you may know our method of conducting Council business, we proceed as follows: The regular meetings of the City Council are held on the second and fourth Wednesday of each month at 7:30 p.m. in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Public Comment: For those wishing to .address the City Council on any Agenda or non-Agendized item, please complete a Speaker Card located at the entrance to the Council Chamber's and submit it to the City Clerk. Please be sure to indicate the Agenda Item # you wish to address or the topic of your public comment. California law prevents the City Council from taking action on any item not on the Agenda (except in emergency circumstances). Your question or problem may be referred to staff for investigation and/or action where appropriate or the matter may be placed on a future Agenda for more comprehensive action or a report. When your name is called, please come to the podium, state your name and address (optional) for the Minutes. COMMENTS ARE LIMITED TO THREE (3) MINUTES PER SPEAKER. Thank you for your cooperation. The City Clerk will read successively the items of business appearing on the Agenda. As she completes reading an item, it will be ready for Cocuicil action. RICHARD A. GARBARINO, SR Mayor PEDRO GONZALEZ Vice Mayor JOSEPH A. FERNEKES Councilman RICHARD BATTAGLIA City Treasurer BARRY M. NAGEL City Manager MARK N. ADDIEGO Councilman KARYL MATSUMOTO Councilwoman IRENE SOTO Interim City Clerk STEVEN T. MATTAS City Attorney PLEASE SILENCE CELL PHONES AND PAGERS HEARING ASSISTANCE EQUIPMENT AVAILABLE FOR USE BY THE HEARING IMPAIRED AT CITY COUNCIL MEETINGS CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE INVOCATION AGENDA REVIEW PUBLIC COMMENTS ITEMS FROM COUNCIL • Announcements • Committee Reports CONSENT CALENDAR 1. Motion to confirm expense claims of November 28, 2007 ADMINISTRATIVE BUSINESS 2. Motion to approve the request to allow consideration of a late filed appeal 3. Adopt resolution amending sections of the City Council Handbook regarding City Council Expense Reimbursement Policy and City Council Discretionary Benefit Option 4. Adopt resolution approving application of City of South San Francisco to Housing Endowment and Regional Trust organization (HEART) COMML~:ITY FORUM ADJOURNMENT REGULAR CITY COUNCIL MEETING November 28, 2007 AGENDA PAGE 2 DATE: November 28, 2007 TO: Honorable Mayor and City Council FROM: Susy Kalkin, Chief Planner SUBJECT: 435 GRAND AVENUE APPEAL -REQUEST FOR CITY COUNCIL CONSIDERATION OF A LATE FILED APPEAL OF A PLANNING COMMISSION DECISION Owner/Applicant: John Penna Site Address: 435 Grand Avenue Case No. P07-0093/AP07-0002 RECOMMENDATION It is recommended that the City Council, by motion, approve the request to allow consideration of a late filed appeal. BACKGROUND/DISCUSSION.. _ - _ _ - _ _ - - _ - - _ - _ - _ _ On October 18, 2007 the Planning Commission conducted a hearing to consider an appeal filed by the applicant to overturn a decisior.~ by the Chief Planner regarding a General Plan policy interpretation involving the applicant's property at 435 Grand Avenue. The Planning Commission voted 5-1-1 (1 absent) to deny the appeal and uphold the Chief Planner's decision in the matter. The applicant has indicated that he did not receive the written Notice of Action outlining the procedure and timing for filing the appeal until rovember 2, 2007, the date on which the appeal would have been due (15 days from the date of action). Staff received the attached letter on November 20, 2007, requesting the ability to appeal the matter to the City Council. While staff would generally not be in support of accepting a late filed appeal, in this instance, because of the late issuance of the Notice of Action letter, staff is supporting this request and recommends that the City Council allow consideration of a late filed appeal provided the required documentation setting forth the grounds for the appeal is provided to the City by t]he applicant no later than Monday, December 3, 2007. ,_._..., 'I ~' ~_ By: ~` ~ Approved ~' ~`~ ~~. ~__ Shy K in Barry M. Nagel Chief lanner City Manager Attachment: Letter from applicant elated November 19, 2007 Penna nt~alty .~ Real Estate Brokerage Property Management Consultancy Appraisals November 19, 2007 Susy Kalkin, Chief Planner City of South San Francisco - Planning Department P.O. Box 711 South San Francisco, CA 94080 Re: 435 Grand Avenue Dear Ms. Kalkin: Telephone (650) 588-2113 Facsimile (650) 588-2681 [email protected] www.pennarealty.com I hereby wish to appeal the decision of the Planning Commission regarding sub-project AP07-0002 for the property locai:ed at 435 Grand Avenue to the South San Francisco City Council. R. nna Cc: Barry Nagel, City Manager ti.: ~,~ t.!,t; c~~~:; 435 Grand Avenue, SuiteC South San Francisco, CA 94080 DATE: November 28, 2007 TO: Honorable Mayor and City Council FROIVI: Steven T. Mattas, City Attorney By: Cynthia H. Wang, Assistant City Attorney SUBJECT: A RESOLUTION AMENDING THE FOLLOWING SECTIONS OF THE CITY COUNCIL HANDBOOK: (1) APPENDIX 3 AND APPENDIX 10, MODIFYING THE CITY COUNCIL EXPENSE REIMBURSEMENT POLICY AND REIMBU:I~SEMENT REQUEST FORMS, AND (2) APPENDIX 4, MODIFYIl~'G THE CITY COUNCIL DISCRETIONARY BENEFIT OPTION RECOMMENDATION: It is recommended that the City Council adopt the attached resolution approving: (1) amendments to City Council Handbook Appendix 3 and 10 regarding reimbursements of Councilmember expenses, and (2) amendments to City Council Handbook Appendix 4, modifying discretionary benefit options for the City Council. BACKGROUND/DISCUSSION: At the Council meeting on November 28, 2007 the City Council requested that staff prepare a series of amendments to the City Council Handbook: pertaining to the expense reimbursement policy under AB 1234 ("Policy"). The changes, in summary, include: • Anew $1,500 cap per fiscal year on reimbursement of costs related to regional agency, non- profit and service organization events and dinners. The current Policy does not have a limit on expenses for participation at such events. • Expenses incurred for conferences, seminars, meetings outside of the San Francisco Bay Area will not be subject to the $1,500 annual cap, but will be funded as part of the annual budget process. • Family expenses, including spouse or significant other's registration or meal expenses when accompanying Councilmember on City-related business, are no longer reimbursable. • Reimbursable meal expenses and associated gratuities will not exceed $70.00 per day. Receipts will continue to be required. • Meals provided by a conference or organized educational activity as part of the payment of registration fees will not be subject to the $70.00 per day limit. Councilinembers will continue to not be reimbursed for meals purchased in lieu of, or in addition to, the provided meal. To: Honorable Mayor and City Council Date: November 28, 2007 Re: Approve a Resolution Amending Appendixes 3, 4, and 10 of the City Council Handbook Related to the City Council Expense Reimbursement Policy and the City (~ouncil Discretionary Benefit Option • Both the City Manager (or his or her designee) and the Finance Director (or his or her designee) must review and approve each expense report for compliance with the Policy before reimbursement is issued. • An easily accessible log will be added to the City Council's city vehicles for Councilmembers to log their travel mileage, dates and destinations. • Appendix 3 of the City Council Handbook shall also be amended to include new Expense Reimbursement Forrns, drafts of which are attached hereto. These will be used to substantiate each reimbursement request. Five new forms are included, to correspond to the timing of when expenditure requests typically come from Councilmembers. This should make the bundling of expenses more logical for Councilrr,~embers during the month: o Form 1: to be used for Loca]. Events o Form 2: to be used when pre-registering for out of town conferences o Form 3; to be used for submitting meal, hotel, and incidental expenses related to out of town travel upon returning too South San Francisco o Form 4; to be used for monthly mileage reimbursement o Form 5; to be used for monthly incidental expenses not covered above. These forms are drafts and will be adjusted as we obtain City Council feedback on their usefulness. The proposed amendments to Appendix 10 of the City Council Handbook are attached as Exhibit A, with added text underlined, and deletions ill strikethrough. The proposed new forms that will constitute Appendix 3 of the City Council Handbook are attached as Exhibit B. At the Council meeting on November 28, %:007 the City Council also requested that staff prepare an amendment to Appendix 4 of the City Council Handbook, modifying the City Council Discretionary Benefit Option. Currently, the City will pay up to 100% of the average of medical, dental and vision costs into a deferred compensation account: if the Councilmember maintains medical coverage elsewhere. The proposed amendment to Appendix 4 will cap the City's payment at 50% of the average of medical, dental and vision costs into such an account, in an amount not to exceed $550.00 per month. CONC)[.~JSION It is recommended that the City Council approve amendments to the following sections of the City Council Handbook: (1) Appendix 10, regarding thE; City Council Expense Reimbursement Policy; (2) Appendix 3, with new forms for expense reimbursement requests; and (3) Appendix 4, modifying the City Council Discretionary,,~enefit Option. Steven T. Mattas, City Attorney B agel, C' y Manager Attachments: Proposed Appendix 3, Appendix 4, and Appendix 10 1032386v2 RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AMENDING THE FOLLOWNG SECTIONS OF THE CITY COUNCIL HANDBOOK: (1) APPENDIX 3 AND APPENDIX 10, MODIFYING THE CITY COUNCIL EXPENSE REIMBURSEMENT POLICY AND REINIBURSEMF;NT REQUEST FORMS, AND (2) APPENDIX 4, MODIFYING THE CITY COUNCIL DISCRETIONARY BENEFIT OPTION WHEREAS, at a meeting of the City Council held on November 28, 2007, the City Council directed staff to prepare amendments 'to the City Council Handbook regarding the City Council Expense Reimbursement Policy and the discretionary benefit option for Councilmembers. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco hereby authorizes amendments to Appendix 3, 4, and 10 of the City Council Handbook, attached as Exhibits A, B, and C to this Resolution. ~ :r * ~ I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Irancisco at a regular meeting held on the _day of , 2007 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: io3i526.1 City Clerk 10131539 EXHIBIT C Amendment to Appendix 4 of the City Council Handbook The Discretionary Benefit Option section of Appendix 4 is hereby amended to read as follows: (added text underlined; ~°'°+°a +°~+ :.~e~); Benefit Provision Discretionary City will pay ~8A-50% of the average of medical, Benefit Option dental, and vision costs din an amount not to exceed $550.00 ~~er month into deferred compensation account if e~~pleyee Councilmember E'°~~°~~~+--~+°°' maintains medical coverage elsewhf;re. When Eligible First of the month following date of appointment. 1032409.1 EXHIBIT A Amendments to Appendix 9 of the City Council Handbook Amendments to Appendix 9 of the City Council Handbook read as follows: (added text underlined; a°'°*°a +°°* ~r~loeagh): CITY COUNCIL POLICY REGARDING REIMBURSEMENT OF COUNCILMEMBER EXPENSES AUTHORIZED EXPENSES City funds, equipment, supplies (including letterhead), titles, and staff time must only be used for authorized City business. Expenses incurred in connection with the following types of activities generally constitute authorized expenses, as long as the other requirements of this policy are met: (1) Communicating with representatives of regional, state and national government on City adopted policy positions; (2) Attending educational seminars designed to improve officials' skill and information levels; (3) Participating in regional, state and national organizations whose activities affect the City's interests; (~4) Recognizing service to the City (for example, thanking a longtime employee with a retirement gift or celebration of nominal value and cost); (5) Attending City events; (6) Implementing aCity-approved strategy for attracting or retaining businesses to the City, which will typically involve at least one staff member; (7) Direct expenses, including mileage reimbursement and audio or video tape or DVD costs, related to participation in community outreach programs (that do not involve any political advocacy); and (8) Meetings such as those listed above for which a meeting stipend is expressly authorized under this policy. All other expenditures require prior approval by the City governing body. Examples of personal expenses that the City will not reimburse include, but are not limited to: (1) The personal portion of any trip, including meals, lodging, and other incidental expenses; (2) Political or charitable contributions or events; (3) Family expenses, edirtg including spouse or significant other's registration or meal expenses when accompanying Councilmember on City-related business; (4) EntertainYrient expenses, including theater, movies (either in-room or at the theater), sporting events (includvug gym, massage and/or golf related expenses), or other cultural events; (5)Non-mileage personal automobile expenses, including repairs, traffic citations, insurance or gasoline; (6) Costs of alcoholic beverages and (7) Personal losses incurred while on City business. Any questions regarding the propriety of a particular type of expense should be resolved by the City Council before the expense is incurred. COST CONTROL To conserve City resources and keep expenses within community standards for public officials, expenditures should adhere to the foL'lowing guidelines. In the event that expenses are incurred which exceed these guidelines, the cost borne or reimbursed by the City will be limited to the costs that fall within the guidelines. TRANSPORTATION The most economical mode and class of transportation reasonably consistent with scheduling needs and cargo space requirements must be used, using the most direct and time-efficient route. Charges for rental vehicles may be reimbursed under this provision if more than one Councilmember is attending an out of town conference, and it is determined that sharing a rental vehicle is more economical than other forms of transportation. In making such determination, the cost of the rental vehicle, parking; and gasoline will be compared to the combined cost of such other forms of transportation. Government and group rates must be used when available. Airfare. When possible, Councilmembers should arrange for air travel to be reserved fer in advance by the City at the most economical and reasonable round-trip fare consistent with the Councihnember's scheduling needs. If advance arrangements cannot be made due to lack of advance warning or other extenuating circumstances, Councilmember's may be reimbursed for the expense of the airfare, so long as it is the most economical and reasonable round-trip fare consistent with the member or emplc-yee's scheduling needs. Automobile. Councilmembers shall. use City vehicles for travel in performance of official duties, when available. A log sheet ;>hall be~rovided in all City Council vehicles for Councilmembers to Ion; in destination, dates, and mileage for all travel. If a City vehicle is unavailable Councilmembers may be reimbursed for expenses incurred in traveling by personal vehicle on official business at the annual Internal Revenue Service Standard Mileage Rate. The distance of travel will start from the place of work or from home, whichever is closer to the destination point of official business. Reimbursement shall include road and bridge tolls. Councilmembers shall be responsible for procuring and maintaining liability insurance for their personal vehicles. Car Rental. Councilmembers should arrange for car rentals to be reserved in advance by the City at the most economical rate available for cars of standard size or smaller. If advance arrangements cannot be made due to lack of advance warning or other extenuating circumstances, Councilmembers may be reimbursed for the expense of car rental. Since the City has no insurance coverage on the first $5 000 of property damage and the first $100,000 of liabili~ coverage, optional insurance coverage for rental cars is both reimbursable and recommended.., Public Transportation, TazislShnttles. Because of the relatively high cost of car rentals, Councilmembers should weigh the ~~ost effectiveness of using taxis, shuttles, or public transportation when traveling out of'town and choose the most economical means consistent with time and scheduling constraints. Taxis or shuttles fares may be reimbursed, including a 15 percent gratuity per fare, •_''°^ +"° ^^ , 7 REGIONAL NON-PROFIT OR SERVICE ORGANIZATION EVENTS Annual Limit for Regional Events and Dinners. Each Councilmember is subiect to an reimbursement limit of $1,500 per fiscal year for attendance at events, includuig~dinners, that benefit non-profit/service organizations (e.~. Kiwanis, Rotary, and Lion's clubs) and associations of~overnment (e.g=, CC,AG ABAG LOCC Peninsula Division, San Mateo County Council of Cities) in the San Francisco Bay Area. The annual reimbursement limit shall be effective as of January 1, 2008.1 Ch~ar~es for these expenses shall be to City Account Numbers 4310 and 4380. Expenses for attendance at conferences outside of the Bay Area~e.~ LOCC state conferences or committee meetings) are not subject ~to the $1 500 annual reimbursement limit. The annual limit for this category of expenses shall be determined as~art of the annual budget process. Membership dues for an~non-profit or service organization are not reimbursable expenses. LODGING Lodging expenses will be reimbursed or paid for when the location of the official City business is greater than 50 miles from the Councilmember'styork or home, whichever is closer to the destination. When possible, Councilmembers should arrange for lodging expenses to be reserved in advance by the City at the most economical and reasonable rates for single occupancy lodging that is in a location that is reasonable and conve;nient in relation to the Councilmember's scheduling and official business needs. Conferenees/Meetings. If such lodging is in connection with a conference, lodging expenses must not exceed the group rate published by the conference sponsor for the meeting in question if such rates are available at the time; of booking. Other Lodging. Travelers must req,~uest government rates, when available. Lodging rates that are equal or less to government rates are presumed to be reasonable and hence reimbursable for purposes of this policy. Actual lodgiing costs that exceed the government rate for the area may be reimbursed conditioned upon performance of a good faith effort, evidenced by documentation (e.g., Internet search, phone calls) that demonstrate an attempt to fmd median-priced lodging. ~ Because the reimbursement limit runs with the fiscal year, expenses for participation at regional events for non- profidservice organizations and associatiar-s of government will be capped at $750.00 for the first two months of 2008. MEALS Councilmembers may be reimbursed. for expenses incurred for meals consumed in conjunction with travel on official business. Reimbursable meal expenses and associated gratuities will not exceed $70 per day and must be subsltantiated by itemized receipts. +,,° ~ ",,..,;~,. ,..,+°°: h $-~8 I3i~er $40 Such amounts will be annually adjusted beginning 1/1/2009 to reflect changes in the cost of living in accordance with statistics published by the United States Department of Labor, Bureau of Labor Statistics Consumer Price Index, all urban consumers for the San Francisco Metropolitan Area. (The annual adjustment will be based on this area whether travel is within the area or not.} If a meal is provided by a conference or organized educational activity, or otherwise included in the payment of registration fees, Councilmembers may not be reimbursed for meals purchased in lieu of, or in addition to, the provided meal. Meal expenses incurred by a Councilmember's spouse or immediate family shall not be reimbursed, ° °.,+ ..,~,°,.° +~,° ,,,°°i_• ADDITIONAL INCIDENTAL Ex:PENSE REIMBURSEMENT Councihnembers may be reimbursed. for actual and necessary incidental expenses incurred in connection with a conference, organized educational activity, or other performance of official duties. Incidental expenses include reasonable gratuities for hotel and airline employees, baggage fees, parking fees, cab fares,, public transportation costs, tolls, telephone calls, telegrams, faxing, and special delivery services related to the performance of official duties, telephone calls of a personal nature, hotel Internet charges, and other such incidental expenses. Councilmembers may be reimbursed for such incidental expenses related to reasonable gratuities for which receipts are not customarily given. Because the Citesprovides cell phones to Councihnembers phone reimbursement while traveling out of town should be submitted onl~if no cell phone coverage exists. Reimbursement for expenses incurred in placing telephone calls of a personal nature shall be limited to $10 per day for travel within California, and $20 per day for travel outside of California. All other actual and necessary expenses incurred in the performance of official duties that are not described in this Policy shall not be reimbursed unless approved before the expense is incurred. PROHIBITED EXPENSE REIMBURSEMENTS Councilmembers shall not be reimbiursed for non-business expenses including, but not limited to, entertainment expenses such as movie rental fees, theater tickets or sporting event fees, fines for parking citations, laundry, replacement fees for lost keys, fees assessed for damage to lodging premises, and expenses incurred pursuant to personal portions of business travel, including extra lodging and meals. EXPENSE REPORT CONTENT AND SUBMISSION DEADLINE All Councilmember expense reimbursement requests must be submitted on the Expense Reimbursement Forms found in Appendix 3 of this Handbook. Expense reports must document that the expense in question met the requirements of this policy. For example, if the meeting is with a legislator, the local agency official should explain whose meals were purchased, what issues were discussed and how those relate to the City's adopted legislative positions and priorities. Councihnembers must submit their expense reports within 30 days of an expense being incurred, accompanied by receipts documenting each expense. Restaurant receipts, in addition to any credit card receipts, are also part of tlhe necessary documentation. Inability to provide such documentation in a timely fashion may result in the expense being borne by the Councilmember. Reimbursements will not be made until after review and approval by the City Manager and the Finance Director (or their designees) for compliance with AB 1234. 1032405.1 Form 1, Local Events, Object 4310 or 4380 Page 1 of 1 City Council Expense Form 1 Local Events including local workshops or conferences (not overnight, and not including mileage. For mileage, please use form Monthly Form 4) Name/Sponsor of Event: Meeting/Event Date: ^ Attach agenda, or, briefly de:;cribe how event affects City's interest: $ Cost of Event Attach Receipt and Return to City Manager's Office If mileage reimbursement is requested, use Form 4, Monthly Mileage Form I hereby certify that attendance at the above event furthered the City's interests. By: Reviewed by: Reviewed by: _ Fvnance Director X.~-City Manager/Council Form l.doc Councilmember City Manager's Office Date: Date: Date: City Manager's Staff ` Attach completed form to Check Request along with receipts and send to Finance Director City Council Form 2 Page 1 of 1, Object 4320 City Council Expense Form 2 Registration for Overnight Travel: Conferences, educational, or legislative meetings out of the area (F;zceeding 50 miles one way from SSF) Generally filled out by City Manager's Office staff Fill out separate form for each event attending Name/Sponsor of Event: Meeting/Event Dates and Location Attach agenda/flyer ^ or briefly describe how event affe;cts City's interest if not a League of Calif. Cities event: 1. Registration Cost If City Manager's Staff is pre-registering for Conference/meeting/workshop, attach this form to receipt(s) and attach to check request. Stop here. Additional expenses incurred after pre-registering to be filled out upon return from trip using Form 3 I hereby certify that attendance at the above event furthered the City's interests, and that the Council has approved the number of Councilmembers attending this workshop. By: Reviewed by: Reviewed by: Councilmember Date: Date: Ciry Manager's Office Finance Director Date: X.-ICiry Manager/Council Form 2.doc City Manager's Staff Attach completed form to Check Request along with receipts and forward to Finance Director City Council Form 3, Object 4320 Page 1 of 2 City Council Expense Form 3 Non Registration Expenses Related to Overnight Travel: Conferences, educational, or legislative meetings out of the area (exceeding 50 miles one way from SSF~ Fill out separate form for each event attending Name/Sponsor of Event: Meeting/Event Dates and Location 1. Number of Days of Meetings (Attach Agenda) 2. Number of days lodging claimed 3. If 2 exceeds 1 above, ikhen attach explanation on why travel home was not possible after the last day of the conferencelworkshop/meeting, to avoid another day's lodging expense for City, or attach check payable to City of South San Francisco for extra night's lodging and check here: ^ 4. City Manager's Staff: Was daily hoteUlodging rate equal to or less than advertised group rate" Yes ^ If yes, City Manager's Staff initials: If no, ^ attach checlz payable to City of South San Francisco for difference 5. Meals Maximum meal allowance per day is $70, with receipts, including tips. If conference/event provided one or more meals as part of the event, Councilmember may not use that portion of the meal allowance, and must deduct it from the maximum per day allowance at the following rates: Breakfast: $12; Lunch $18; Dinner $40 Total Meal Receipts clairned/included Meal receipts equal no more than $70/day less any conference provided meals City Manager's Staff initials: or ^ Check is attached for difference, payable to City of South San Francisco City Council Form 3, Object 4320 Page 2 of 2 6 ^ Parking, Airport Shuttles & Taxis (including tips), Buses, Subway Receipts are attached for travel to from airport and while at Conference. Note: rental cars carry additic-nal cost and liability and should generally not be used for travel while at conference. Use of taxis or public transportation is encouraged. If rental car was used, attach exIlanation . Confirm if rate was for standard size car or less ^ Councilmember's initials City Manager's Staff initials 7 Incidentals Related to this Trip: List below along with amounts, and attach receipts Incidental Items: Amt. Because city provides cell phones for city business, telephone charges should generally not be submitted as part of a hotel bill for overnight travel. If submitted, attach explanation. Attach all Receipt and Return to City Manager's Office If mileage reimbursement is requested, use Form 4, Monthly Mileage Form I hereby certify that attendance at the above event furthered the City's interests, and that the airfare reflected the most economical alternative given my scheduling needs. By: Reviewed by: City Manager's Office Reviewed by: _ Fvlance Director X.• I City Manager/Council Form 3. doc Councilmf~mber Date: Date: Date: City Manager's Staff Attach completed form (along with prior Form 2) to Check Request along with receipts and send to Finance Director City Council Form 4, Object 4320 Page 1 of 1 City Council Expense Form 4 Monthly Mileage Reimbursement Turn in at Least Monthly Month of Councilmember: Date Event Name/Descrip~tion Miles R/T Total Miles for Month: X Reimbursement Rate/mile X .485 per mile for 2007 Total Mileage Reimbursement for Month I hereby certify that attendance at the above event furthered the City's interests. By: Reviewed by: Councilmember Date: Date: Ciry Manager's Office Reviewed by: Date: Fvnance Director X.~ I City Manager/Council Form4.. doc City Manager's Staff Attach completESd form to Check Request and forward to Finance Director City Council Form 5, Object 432(1 Page 1 of 1 City Council Expense Form 5 Monthly Misc. or Incidental Ezpenses not related to Travel and Meetings Turn in at leant monthly to City Manager's Office Councilmember Month of Date Amt. Descri tion Attach all Receipt and Return to City Manager's Office If mileage reimbursement is requested, use Form 4, Mileage Form I hereby certify that attendance ait the above purchases furthered the City's interests and were not for personal use. By: Reviewed by: Councilmember City Manager's Office Date: Date: Reviewed by: _ Date: Finance Director X.• I City Manager/Council Form 5. doc Ciry Manager's Staff.• Attach complet<~d form to Check Request along with receipts and send to Finance Director DATE: November 28, 2007 TO: Honorable Mayor and City Council FROM: Marty Van Duyn, Assistant City Manager SUBJECT: City of South San Francisco HEART Membership 1 ~E C ®19 ~ i lVI V~ E N D A' ~' ~~ 1 <1 tt is recommended that the City Council adopt a resolution authorizing the City of South San lrancisco to become a member of the l~iousing Endowment and Regional 'Trust organization (HEART). BACKGROUND/DISCUS SION In San Mateo County, there is a heightened awareness of the need for increased affordable housing. The lack of accorrunodations results in several detrimental effects to the county. First, high costs push families further away from their p]~ace of work thereby forcing them into longer commutes and/or perpetual status as renters. Second, as the number of commuters increase, it poses problems for the county transportation infrastructure. Providing affordable housing is a key goal of the City of South San Francisco and the County of San Mateo. Although serious efforts are being made on the part of local governments, the reality of decreasing financial resources has made the process of building affordable housing more daunting. By joining HEART, The City of South San Francisco has are opportunity to partner with other cities throughout the county to create a coordinated effort. for sharing best practices. South San Francisco will also have the ability to tap into HEART funds for affordable housing projects that affect the city. In addition, Genentech has offered to contribute $200,000 per annum over the course of five years ($1 million) to HEART for the purpose of serving the South San Francisco Cortununity. The funds from the Genentech donation would allow HEART to apply for a California state matching grant. HEART was formed in 200 ~ as a public/private partnership among the cities, the county, and the business, nonprofit, education, and labor cormnunities. To date, HEART has received over $5 million in funding gifts and pledges to meet critical housing needs in San Mateo County. HEART is a Joint Powers Authority (JPA), and citie;s become members by passing a resolution authorizing their city to participate. HEART is governed. by a public/private board of directors, consisting of two County Supervisors, nine City Council members from member cities, and ten at-large members representing different sectors concerned with housing. The nine city board members are chosen for three-year terms by the Council of Cities of San Mateo County. Although all of the board seats are presently filled, three spots will open at the beginning of 2008. Member cities are allowed to nominate city council members for a position with the HEART Board. FUNDING Administration is paid for by the member cities and the county on a pro-rated share based on population. HEART then contracts with the Housing Leadership Council (HLC) and the County Counsel's office for services. HLC in turn subcontracts with the County Department of Housing for some program-related and fiscal services. Currently dues are about $0.37 per capita meaning that dues for the City of South San Francisco for one fiscal year would be $22,404.24 ($0.37 per capita x 60,552 estimated residents).This fee can be prorated should the City Council choose to enter HEART before the beginning of the next fiscal year. The Redevelopment Agency would pay the dues from its housing set-aside funds. CONCLUSION By sharing best practices with other cities and obtaining financial resources for future affordable housing development projects, the City of South San Francisco can serve its community in a greater capacity. Working in conjunction with the rest of the county will display commitment to regional growth and prosperity. The $1 million commitment from Genentech will help the City of South San Francisco leverage existing city assets. By: Marty V an Duy Assistant City Manager Attachment: Resolution Letter from HEART Approved:' ter- ,~ . n- _ Barry:~l~I Nagel ~ -.. City Manager BMN: MVD: AFS: JEA RESOLUTION NO CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING THE CITY OF SOUTH SAN FRANCISCO'S PARTICIPATION IN THE SAN MATEO COUNTY HOUSING ENDOWMENT AND REGIONAL TRUST ORGANIZATION (HEART) WHEREAS, the City of South San Francisco is committed to encouraging the development of safe and affordable housing to its residents; and WHEREAS, eighteen cities and towns in the county have partnered with the County of San Mateo to develop the Housing Endowment and Regional Trust (HEART) of San Mateo County; and WHEREAS, HEART of San Mateo County is committed to pooling resources and addressing affordable housing on a regional level. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of South San Francisco that it does hereby: 1. Authorize the City's participation in the San Mateo County HEART; and 2. Authorize the City Manager to execute the related Joint Exercise of Power Agreement. ~: I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a meeting held on the 28th day of November, 2007 by the following vote: AYES: NOES: ABSTAIlv7: ABSENT: ATTEST: Agency Secretary 1032504.1 November 16, 2007 Mayor Rich Garbarino and Honorable Council Members City of South San Francisco 400 Grand Avenue South San Francisco CA 94080 RE: Potential Benefits for South San Francisco of Joining HEART To Mayor Garbarino and Members of the City Council, Thank you for considering membership in the Housing EndotiTment And Regional Trust-the HEART of San Mateo County. HEART's mission is to raise funds from public and private sources to meet: critical housing needs in San Mateo County. HEART ~cnTould ~nrelcome the City of South San Francisco's participation in the joint po~n~ers authority, because it ti~ould strengthen our collaborative, public/private efforts to create homes for residents and employees in our county. HEART believes membership ~n~ot~ld add value to the City of South San Francisco as well. To begin with, Genentech is interested in donating 5200,000 a year for five years to HEART. Genentech ~nTould like these funds to benefit the City of South San Francisco. To double this donation, HEART lhopes to gain adollar-for-dollar match for these funds from the State of California. In 2007, the Legislature set aside 535 million of Prop. 1C housing bond funds for the Local Housing Trust Fund Program. HEART successfully applied to this program in 2003, a:nd will be applying for state matching funds again in 2008. So the $200,000 could turn into 5400,000 if the state makes an award to HEART. Finally, HEART leverages its funds from other sources at a ratio of at least 510 for every 51 from HEART. Such sources include federal tax credits, state bond funds, redevelopment funds, and private grants and loans. So the potential Genentech investment of 5200,000 per year, if matched by another 5200,000 from the State of California for a total of 5400,000, would leverage total development of at least $4,000,000. In addition to the potential Genentech donation, any and all HEART fLU1ds would be available for projects in South San Francisco. HEART is engaged in a 53 million private- sector fundraising campaign to raise additional capital for these and future programs as U~ell. The funding available for HEART members is: The 52.5-Million Quicl'.Start Revolving Loan Fund (now available} The 51.5-milllion Homebuyer Assistance Program (available in early 2008) 139 Mitchell Ave, Suite 108 • South San Francisco, CA 94080 t (650) 872-4444 f (650) 872-4411 w www.hf:artofsmc.org >.;:<: Again, it South San Francisco joins HEART, developments and homebuyers in the city would be eligible to apply for these funds. In sum, the potential annual investment in developments and homes in South San Francisco is significantly more than the annual dues payment. Thank you again for your consideration. I will be present at the City Council meeting on I~TOVember 28 and a~c=ailable to ans~n~er questions. Sincerely yours, ~ tJ ~ i~ Christopher Mohr Executive Director