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Home My WebLink About2007-12-12 e-packet~o~zx s,~y~~ 0 ~ ~ v o c'~LIFOR~lA t a ff e o rt DATE: December 12, 2007 TO: Industrial Development Authority Members FROM: Jim Steele, Director of Finance SUBJECT: ANNUAL INDUSTRIAL DEVELOPMENT AUTHORITY MEETING RECOMMENDATION It is recommended that the City Council, acting in the capacity of the Industrial Development Authority, approve the minutes from last year's meeting dated December 13, 2006. BACKGROUND/DISCUSSION From time to time, cities find it expeditious to form non-profit corporations and/or Joint Powers Authorities in order to facilitate various public financing arrangements. Under those circumstances, the City Council acts as a separate body, acting as the Board of Directors for each of those corporate bodies in the same way it also acts as the Redevelopment Agency Board. On an annual basis, the City Council, acting as the Board of Directors for each of those corporate bodies is required to meet and take action. The purpose of this memo is to facilitate the annual meeting of the Industrial Development Authority. This authority was set up on March 28, 1984 to allow the City to facilitate the sale of pass through tax-exempt bonds for use by private companies under certain conditions restricted by the Internal Revenue Service. Due to their tax-exempt nature, their use is limited primarily to financing the construction of small manufacturing plants, pollution control facilities, and several other narrowly restricted purposes. There is an annual application process by which the State authorizes projects for these purposes. The State also institutes an annual cap on the total industrial development bonds that can be issued in the State in the upcoming year. FUNDING There is no fiscal impact from approving staff s recommended action. Staff Report Subject: Annual Industrial Development Authority Meeting Page 2 CONCLUSION Annual meetings are required for the Industrial Development Authority. Minutes from last year's meeting are attached. ,~-s~~~. Prepared by: ~'~Y` Jim ~'feele Finance Director __.____ Approved by~ ~ .Nagel City Manager Attachment: Minutes JS/BN:ed INDUSTRIAL DEVELOPMENT AUTHORITY o OF THE c'9LIFOR~~P CITY OF SOUTH SAN FRANCISCO P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, California 94083 Meeting to be held at: MUNICIPAL SERVICES BUILDING CITY COUNCIL COMMUNITY ROOM 33 ARROYO DRIVE DECEMBER 12, 2007 6:55 P.M. NOTICE IS HEREBY GIVEN, pursuant to Section 54956 of the Government Code of the State of California, the Industrial Development Authority of the City of South San Francisco will hold a Regular Meeting on Wednesday, the 12t~' day of December, 2007, at 6:55 p.m., in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Purpose of the meeting: 1. Call to Order 2. Roll Call 3. Public Comments 4. Motion to approve the minutes of December 13, 2006 5. Adjournment ~~--- Interim City Clerk ~~x s~ l~II~UTES ~~ ''~ ~"'- ~'~ INDUSTRIAL DEVELOPMENT 0 ~- ~ AUTHORITY OF THE c"QLIFOR~lA CITY OF SOUTH SAN FRANCISCO REGULAR MEETING DECEMBER 13, 2006 MUNICIPAL SERVICES BUILDING COMMUNITY ROOM 33 ARROYO DRIVE T 1. Call to Order 6:55 p.in. (Cassette Tape No. 1) 2. Roll Call Present: Boardinembers Addiego and Fernekes, Vice Chairman Gonzalez and Chairman Garbarino Absent: Boardmember Matsumoto 3. Oral Communications None 4. Motion to approve the minutes of December 14, 2005 Boardmember Fernekes requested the minutes be corrected to reflect his name as Chairman in December, 2005. Motion-Fernekes/Second-Gonzalez: To approve the minutes of December 14, 2005, as corrected. Unanimously approved by voice vote. 5. Adjournment Being no further business, Chairman Garbarino adjourned the meeting at 6:56 p.m. Submitted by: U Sylvia M. Payne, City Clerk City of South San Francisco Approved: Chairman City of South San Francisco ~o~'SK, SA`l'~ o n ~ ~ J O c9LIFOR~1~ taff e ort DATE: December 12, 2007 TO: Capital Improvement Financing Authority Members FROM: Jim Steele, Director of Finance SUBJECT: ANNUAL CAPITAL IMPROVEMENT FINANCING AUTHORITY MEETING RECOIVIl~~NDATION It is recommended that the City Council, acting in the capacity of the Capital Improvement Financing Authority, approve the minutes from the meeting dated December 13, 2006. BACKGROUND/DISCUS SION From time to time, cities find it expeditious to form non-profit corporations and/or Joint Powers Authorities in order to facilitate various public financing arrangements. Under those circumstances, the City Council acts as a separate body, acting as the Board of Directors for each of those corporate bodies in the same way it also acts as the Redevelopment Agency Board. On an annual basis, the City Council, acting as the Board of Directors for each of those corporate bodies is required to meet and take action. The purpose of this memo is to facilitate the annual meeting of the Capital Improvement Financing Authority. This Authority was set up as a Joint Powers Authority on September 11, 1991 between the City and the Redevelopment Authority. Its existence allows the City to enter into more advantageous financing arrangements than it otherwise could. For example, in 1991, the Capital Improvement Financing Authority sold bonds to finance the construction of the Conference Center, backed by the newly instituted $2.50 per room night hotel tax, approved by voters in 1989. FUNDING There is no fiscal impact from approving staff's recommended action. Staff Report Subject: Annual Capital Improvement Financing Authority Meeting Page 2 CONCLUSION Annual meetings are required for the Capital Improvement Financing Authority. Minutes from last year's meeting are attached. Prepared by: ~,~ a~~-~~x-'L Approved by: ` (1 Jim Stele Ba" M. Na el Finance Director City Manager Attachment: Minutes 1S/BN:ed 5o~~x~ S~~ o - ~ CAPITAL IMPROVEMENT FINANCING ~. '" ~ AUTHORITY v ~ OF THE c`QLIFOR~1~ CITY OF SOUTH SAN FRANCISCO P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, California 94083 Meeting to be held at: MUNICIPAL SIJRVICES BUILDING CITY COUNCIL COMMUNITY ROOM 33 ARROYO DRIVE DECEMBER 12, 2007 IMMEDIATELY FOLLOWING INDUSTRIAL DEVELOPMENT MEETING. NOTICE IS HEREBY GIVEN, pursuant to Section 54956 of the Government Code of the State of California, the Capital Improvement Financing Authority of the City of South San Francisco will hold a Regular Meeting on Wednesday, the 12th day of December, 2007, immediately following the Industrial Development Meeting., in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Purpose of the meeting: 1. Call to Order 2. Roll Call 3. Public Comments 4. Motion to approve the minutes of December 13, 2006 5. Adjournment Interim City Clerk MINUTE S `'°~~x' S~`~'~ CAPITAL IMPROVEMENT FINANCING AUTHORITY o OF THE c'~LIFOR~1~ CITE' OF SOUTH SAN FRANCISCO REGULAR MEETING DECEMBER 13, 2006 MUNICIPAL SERVICES BUILDING COMMUNITY ROOM 33 ARROYO DRIVE T 1. Call to Order 6:56 p.m. (Cassette Tape No. 1) 2. Roll Call Present Boardmembers Addiego and Fernekes, Vice Chairman Gonzalez and Chairman Garbarino Absent: Boardinember Matsumoto 3. Oral Coininunications None 4, Motion to approve the minutes of December 14, 2005 and February 22, 2006 Motion-Fernekes/Second-Addiego: To approve the minutes of December 14, 2005 and February 22, 2006, as presented. Unanimously approved by voice vote. 5. Adjournment Being no further business, Chairman Garbarino adjourned the meeting at 6:57 p.m. Submitted by: City Clerk City of Soutl-i San Francisco Approved: Chairman City of South San Francisco ~o~zx s~y~~ 0 n ~, N H J O c'~LIFOR~l~ t a ff e o rt DATE: December 12, 2007 TO: Surplus Property Authority Members FROM: Jim Steele, Director of Finance SUBJECT: ANNUAL SURPLUS PROPERTY AUTHORITY MEETING RECOMMENDATION It is recommended that the City Council, acting in the capacity of the Surplus Property Authority, approve the minutes from last year's meeting dated December 13, 2006. BACKGROUND/DISCUSSION From time to time, cities find it expeditious to form non-profit corporations and/or Joint Powers Authorities in order to facilitate various public financing arrangements. Under those circumstances, the City Council acts as a separate body, acting as the Board of Directors for each of those corporate bodies in the same way it also acts as the Redevelopment Agency Board. On an annual basis, the City Council, acting as the Board of Directors for each of those corporate bodies is required to meet and take action. The purpose of this memo is to facilitate the annual meeting of the Surplus Property Authority. The General Services Agency (GSA) requires local agencies to establish a Surplus Property Authority when they desire to purchase surplus federal property on an installment plan. The City established this Authority to purchase the GSA site in the Bay West Cove area. That site was subsequently sold to the Hines Corporation. FUNDING There is no fiscal impact from approving staff s recommended action. Staff Report Subject: Annual Surplus Property Authority Meeting Page 2 CONCLUSION Annual meetings are required for the Surplus Froperty Authority. Minutes from last year's meeting are attached. Prepared by: va Jim St ele Finance Director /`-__ ~, Approved by: ` ~' ~ i _ ~`~ arry M. Nage City Manager ~- Attachment: Minutes JS/BN:ed ~°~sx' S~'t~ SURPLUS PROPERTY AUTHORITY a OF THE c'~LIFOR~lA CITY OF SOUTH SAN FRANCISCO P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, California 94083 Meeting to be held at: MUNICIPAL SERVICES BUILDING CITY COUNCIL COMMUNITY ROOM 33 ARROYO DRIVE DECEMBER 12, 2007 IMMEDIATELY FOLLOWING CAPITAL IMPROVEMENT FINANCING MEETING. NOTICE IS HEREBY GIVEN, pursuant to Section 54956 of the Government Code of the State of California, the Surplus Property Authority of the City of South San Francisco will hold a Regular Meeting on Wednesday, the 12t'' day of December, 2007, immediately following the Capital Improvement Financing Meeting, in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Purpose of the meeting: 1. Call to Order 2. Roll Call 3. Public Comments 4. Motion to approve the minutes of December 13, 2006 5. Adj ourru~ient i1 Interim City C erk ~o~~x, s~~~ MINUTE S 0 ~ ~ SURPLUS PROPERTY AUTHORITY ° OF THE ~'~LIFOR~t~ CITY OF SOUTH SAN FRANCISCO REGULAR MEETING DECEMBER 13, 2006 MUNICIPAL SERVICES BUILDING COMMUNITY ROOM 33 ARROYO DRIVE 1. Call to Order 6:57 p.m. (Cassette Tape No. 1) 2. Roll Call Present: Boardinembers Addiego, Fernekes, and Matsumoto*, Vice Chairman Gonzalez and Chairman Garbarino *Boardmember Matsumoto arrived at 6:58 p.m. Absent: None 3. Oral Communications None 4. Motion to approve the minutes of December 14, 2005 Motion-Fernekes/Second-Gonzalez: To approve the minutes of the regular meeting of December 14, 2005. TJnanimously approved by voice vote. 5. Adjourmnent Being no further business, Chairman Garbarino adjourned the meeting at 6:58 p.m. Submitted by: ~~~r~-' City Clerk City of South San Francisco Approved: Chairman City of South San Francisco ~a~ZK s~y~~ 0 n ~ ~ v o c'~LIFOR~1~ taff e ort DATE: December 12, 2007 TO: Recreation and Park District Members FROM: Jim Steele, Finance Director SUBJECT: ANNUAL RECREATION AND PARK DISTRICT MEETING RECOMMENDATION It is recommended that the City Council, acting in the capacity of the Recreation and Park District, approve the minutes from. the meeting of December 13, 2006. BACKGROUND/DISCUSSION Originally established in 190 as the Park, Recreation and Parkway District, this entity was reorganized as the Recreation and Park District in 1961 in conformance with Public Resources Code Section 5780 et seq. The Board of Directors may organize, promote, conduct and advise programs of community recreation, establish, maintain and operate recreation centers, parks and parkways, and provide transportation services. The District's primary focus has been to oversee activities associated with the Oyster Point Marina. FUNDING There is no fiscal impact from approving staff's recommended action. CONCLUSION Annual meetings are required for the Recreation and Park District. Minutes from the last meeting are attached. ----,.. ~ '. ~ ` ,. ~°_ BY~ ~ Approved: ~ ! -1 ,. --__. Jim Stele .Nagel Finance' Director City Manager Attachment: Minutes JS/BN:ed ~~°~`x~ SA`l'~,~ RECREATION AND PARK DISTRICT OF THE o CITY OF SOUTH SAN FRANCISCO c'~LIFOR~tA P.O. Box 711. (City Hall, 400 Grand Avenue) South San Francisco, California 94083 Meeting will be held at: MUNICIPAL SIJRVICES BUILDING CITY COUNCIL COMMUNITY ROOM 33 ARROYO DRIVE DECEMBER 12, 2007 IMMEDIATELY FOLLOWING SURPLUS PROPERTY MEETING. NOTICE IS HEREBY GIVEN, pursuant to Section 54956 of the Government Code of the State of California, the Recreation and Park District of the City of South San Francisco will hold a Special Meeting on Wednesday, the a 2t" day of December, 2007, immediately following the Surplus Property Meeting, in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Purpose of the meeting: Call to Order 2. Roll Call 3. Public Comments 4. Motion to approve the minutes of December 13, 2006 5. Adjournment 1 Inters City Clerk MINUTES T ~o~~LH sA,y~~ o ~-, RECREATION AND PARK DISTRICT ~' `~ CITY OF SOUTH SAN FRANCISCO J O SPECIAL MEETING ~'~lIFOR~lA DECEMBER 13, 2006 MUNICIPAL SERVICES BUILDING COMMUNITY ROOM 33 ARROYO DRIVE 1. Call to Order 6:58 p.m. (Cassette Tape No. 1) 2. Roll Call Present: Boardmembers Addiego, Fernekes and Matsumoto, Vice Chairman Gonzalez and Chairman Garbarino Absent: None 3. Oral Communications None 4. Motion to approve minutes of December 14, 2005 Motion-Matsumoto/Second-Fernekes: To approve the minutes of the special meeting of December 14, 2005. Unanimously approved by voice vote. 5. Adjourmnent Being no further business, Chairman Garbarino adjourned the meeting at 6:59 p.m. Submitted by: Sylvia M. Payne, City Clerk City of South San Francisco Approved: Chairman City of South San Francisco o` ~ , :, ~ ~,~92 °~~N SANF AGENDA F ~' U O ,.,,,~~ REDEVELOPMENT AGENCY ~9LIFOR~~e' CITY OF SOUTH SAN FRANCISCO REGULAR MEETING MUNICIPAL SERVICE BUILDING COMMUNITY ROOM WEDNESDAY, DECEMBER 12, 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. PEDRO GONZALEZ. Chair KARYL MATSUMOTO Vice Chair MARK N. ADDIEGO Boardmember RICHARD A. GARBARINO, SR Boardmember RICHARD BATTAGLIA Investment Officer BARRY M. NAGEL Executive Director KEVIN MULLIN Boardmember KRISTA MARTINELLI-CARSON 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 minutes of the November 14, 2007 Special Redevelopment Agency and November 28, 2007 meetings 2. Motion to confirm expense claims of December 7, 2007 3. Resolution authorizing execution of a purchase and sale agreement by and between the Redevelopment Agency of the City of South San Francisco and Edgar and Myda Trinidad for the purchase of real property located at 314 Miller Avenue in South San Francisco and adopting findings and authorizing the execution of documents in connection therewith 4. Resolution authorizing execution of a purchase and sale agreement by and between the Redevelopment Agency of the City of South San Francisco and Evelyn Raffin Trust for the purchase of real property located at 216 Baden Avenue in South San Francisco and adopting findings and authorizing the execution of documents in connection therewith ADJOURNMENT REGULAR REDEVELOPMENT AGENCY MEETING December 12, 2007 AGENDA PAGE 2 So~~x sANF~ DRAFT °4 -~:9ti MINUTE S r-. n U O CgLIFORC'~P REDEVELOPMENT AGENCY CITY OF SOUTH SAN FRANCISCO `~ ~G~ MEETING ~' MUNICIPAL SERVICE BUILDING ~'d COMMUNITY ROOM ~ ~~ WEDNESDAY, NOVEMBER 14, 2007 ~, 7:00 P.M ~ CALL TO ORDER 7:01 p.m. ROLL CALL Present: Boardmembers Addiego, Fernekes and Matsumoto, Vice Chairman Gonzalez and Chairman Garbarino Absent: None AGENDA REVIEW City Manager, Barry Nagel suggested Council recess into Closed Session after Consent Calendar Items #1, 2, 3, and 4 then return to discuss Administrative Business Items #5 a) and #5 b) PUBLIC COMMENTS No comments. CONSENT CALENDAR 1. Motion to approve the minutes of October 24, 2007 2. Motion to confirm expense claims of November 14, 2007 3. Resolution No. 06-2007 awarding contract to Z.K. Painting Company for the Linden Avenue Pole Painting project Motion-Fernekes/Second-Gonzalez: To approve Items 1, 2 and 3 on the Consent Calendar; unanimously approved by voice vote, 5-0. 4. Motion to approve the Grand Avenue Pole Painting Project as complete in accordance with the plans and specifications Vice Mayor Gonzalez expressed his concerns regarding a couple of poles recently painted that seem to have graffiti. Superintendent Gary Batis assured Vice Mayor Gonzalez that the poles will be repainted as the Ciry has paint that was used to paint the poles Motion-Gonzalez/Second-Fernekes: To approve Item # 4 on the Consent Calendar; unanimously approved by voice vote, 5-0. Time entered into Closed Session: 7:04 p.m. Recess closed session -reconvene after City Council Meeting Entered Open Session: 7:25 p.m. ADMINISTRATIVE BUSINESS a. Resolution No. 07-2007 approving purchase and sale agreement for 1 Chestnut Avenue b. Resolution No. 08-2007 approving a budget amendment appropriating $6.5 million to the South San Francisco Redevelopment Agency Capital Budget for the acquisition of 1 Chestnut Avenue Assistant City Manager, Marty Van Duyn, commented on completed negotiations in regards to the acquisition of 1.68 acres located at #1 Chestnut Avenue. The purchase of the land was for the purpose of assembling land necessary to complete a Master Plan of the area which will include an extension Oak Avenue, the Centennial Linear Park improvements and perhaps development of other public residential and commercial development. The assemblage of this property will provide an opportunity maximize the development potential and realize improvements. Motion-Matsumoto/Second-Gonzalez: To approve Item # 5 a) and b) on Administrative Business; unanimously approved by voice vote, 5-0. CLOSED SESSION 6. Pursuant to Government Cocie section 54956.8 real property negotiations related to 216 Baden Avenue property, owner: Evelyn Raffin Trustee, Raffin Family Trust 7. Pursuant to Government Cocle section 54956.8 real property negotiations related to 356 Grand Avenue property -owner: David Tsui 8. Pursuant to Government Cocle section 54956.8 real property negotiations related to 314 Miller Avenue property -owner: Edgar and Myda Trinidad 9. Pursuant to Government Cocie section 54956.8 real property negotiations related to 80 Chestnut Avenue property, owner: California Water Service 10. Pursuant to Government Code section 54956.8 real property negotiations related to 1 Chestnut Avenue property, owner: Ron Price Reconvened closed session.: 10:00 p.m. Report from Closed Session: No action taken ADJOURNMENT There being no further business before the Board, Chairman Garbarino adjourned the meeting at 10:40 p.m. Respectfully submitted, Approved: Irene Soto Richard Garbarino Interim City Clerk Agency Chair REGULAR REDEVELOPMENT AGENCY MEETING November 14, 2007 MINUTES PAGE 2 °~~x SA"~ GRAFT ~ °~s ~~ =y~?~ MI TE o ~'"" ~`~ SPECIAL REDEVELOPMENT AGENCY ~'~ L I FOR~`"^' CITY OF SOUTH SAN FRANCISCO MEETING MUNICIPAL SERVICE BUILDING COMMUNITY ROOM WEDNESDAY, NOVEMBER 28, 2007 7:00 P.M CALL TO ORDER 7:00 p.m. ROLL CALL Present: Boardmembers Addiego, Fernekes and Matsumoto, Vice Chairman Gonzalez and Chairman Garbarino Absent: None AGENDA REVIEW City Manager, Barry Nagel asked the Board if they wished to proceed with the Closed Session item on the agenda but added there was no new information. Closed Session item was removed from agenda. PUBLIC COMMENTS No comments. CONSENT CALENDAR 1. Motion to approve fiords for application for the City of South San Francisco to join Housing Endowment and Regional Trust organization (HEART) City Manager Nagel explained to the Board item appears on the Redevelopment Agency agenda and on Council agenda informing the Board that placement on the Redevelopment Agency's agenda was specifically funding purposes. The item is on the Council agenda for application approval and approving the item. on this agenda would not be approving the application. Councilwoman Matsumoto brought to the Board's attention that funding for the application to HEART could not be through RI;-A fiords because as part of the Joint Powers Authority and under the Health & Welfare Code 33334.3-34.6 RDA fiords cannot be used to pay for administrative expenses. City Attorney Steve Mattas offered to research Councilwoman Matsumoto's comments and report out to the Board at the Council meeting. Motion held for further discussion ADMINISTRATIVE BUSINESS 2. Resolution No. 09-2007 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 Assistant City Manager, Marty Van Duyn recommended 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 sq. ft. parcel of land located at 80 Chestnut Avenue, enter into an agreement granting the Agency first refusal right to purchase the remaining area, and amend the Redevelopment Agency capital budget. The funds would come from Redevelopment Agency Bond proceeds. The Agency is negotiating other land parcels with Cal Water to accommodate future sale for the city. Motion-Fernekes/Second-Addiego To approve Resolution No. 09-2007 authorizing the Executive Director to execute a Purchase and Sale Agreement with California Water Service; unanimously approved by voice vote, 5-0. CLOSED SESSION t Qn ri. ~ + n ~i~°P~<~,~1i~6~~tE~-S~e1~~~6@__~~l~~y Mayor Garbarino recessed meeting at 7:15 p.m. in order for City Attorney Mattas to research Item #1. Meeting reconvened at 7:25 p.m. City Attorney Mattas concurred with Boardmember Matsumoto regarding the usage of RDA funds for HEART application and the City is limited to 80% of RDA funds. He recommended to modify the resolution presented on the agenda to direct the 80% funding from RDA. Motion-Addiego/Second-Matsumoto To approve motion authorizing 80% funding from RDA funds for application to HEART; unanimously approved by voice vote, 5-0.. ADJOURNMENT There being no further business before the Board, Chairman Garbarino adjourned the meeting at 7:31p.m. Respectfully submitted, Irene Soto Interim City Clerk Approved: Richard Garbarino Agency Chair SPECIAL REDEVELOPMENT AGENCY MEETING MINUTES November 28, 2007 PAGE 2 Redev~~opn~cent Agency S'taf'f deport RDA AGENDA ITEM # 3 DATE: December 12, 200'7 TO: Redevelopment Agency Board FROM: Marty Van Duyn, Assistant Executive Director SUBJECT: PURCHASE ANI;- SALE AGREEMENT FOR 314 MILLER AVENUE REC®19~I1VIEl®1DA'TI®lel It is recon~n-ended that the Soutli San Francisco Redevelopment Agency Boas°d adopt a Resolution authorizing the Executive Director to execute a Purchase and Sale Agreement for property located at 314 biller Avenue. BACKGROUND/DISCUSSION The property located at 314 Miller Avenue (APN 012-311-250) is between City Parking Lot 6 and two Agency owned residential properties at 310-312 Miller Avenue. Constructed in 1906, the subject property has street fiontage on both Miller Avenue and Tamarack Lane. The property is 3,500 square feet and has two residential units. The main structure facing, Miller Avenue, is a recently remodeled two-bedroom unit. The rear unit, facing Tamarack Lane, is a junior one bed- room unit. Low-income families occupy both units. The property's appraised value is $685,000 and the Agency has agreed to pay $679,950 for the property. Because of its age, the home is on the list of potentially historical significant buildings. It is the Agency's intent to maintain the units as affordable residential housing. With this purchase, the Agency will complete the assemblage of a contiguous 24,500 square foot lot where it will have the ability to construct a. multi-family residential development. In the event the Agency decides to construct amulti-family residential development, all tenants on the project site would be relocated pursuant to Redevelopment Law. Relocation rights include the option for returning once a new housing project is completed. Similarly, the Agency will take appropriate steps to assess the historical value of the building. The City Building Inspector has conducted an inspection of the property and has determined the units do not have any dangerous code violations or items requiring immediate correction. However, the Building Division does not have any permit records for the installation of a bathroom and kitchen in the rear unit. Upon taking ownership, the Agency will determine whether it will retain the unit and make corrections as necessary or turn the unit into a garage and storage area. As a result, once the Agency takes ownership the tenants of the rear unit will be relocated to a vacant unit at 312A Miller Avenue pursuant to Redevelopment Law. In addition, North Peninsula Neighborhood Services Center, Inc. will manage the property under the direction of the Economic and Community Development Department. Staff Report Subject: 314 IVliller Avenue Purchase & Sale Agreement Page 2 On December 6, ?007, the Plaiuling Corrunission reviewed the proposed acquisition for conformity with City's General Plan as required by State Law. FUNDING Funds are available in the cur-ent Redevelopment Agency budget for this acquisition. CONCLUSION Staff recommends the Redevelopment Agency Board adopt the attached Resolution authorizing the Executive Director to execute a Purchase and Sale Agreement for the property located at 314 Miller Avenue for $679,950. ~ _~_. ..~ By. ~`^~-- ~Z______ Approved`'".~,..,_. (~ ~ Marty Van Duyn ~ ary M. Nagel Assistant Executive ector Executive Director BMN:MVD:A5 Attaclument: Resolution Purchase and Sale Agreement RE',SOLUTION NO REDEVELOPMENT AG'~ENCY, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE AND SALE AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO AND EDGAR AND MYDA TRINIDAD FOR THE PURCHASE OF REAL PROPERTY LOCATED AT 314 MILLER AVENUE IN SOUTH SAN FRANCISCO AND ADOPTNG FINDINGS AND AUTHORIZING THE EXECUTION OF DOCUMENTS IN CONNECTION THEREWITH 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. (the "CRL"), and pursuant to the authority granted thereunder, has the responsibility to carry out the Redevelopment Plan ("Redevelopment Plan") for the I)owntown/Central Redevelopment Project Area ("Project Area "); and WHEREAS, Edgar and Myda Trinidad (the "Owners") are the owners of real property in San Mateo County, California located near the Project Area at 314 Miller 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 with monies from its Low and Moderate Income Housing Furid ("Housing Fund") to facilitate development and construction of affordable housing which will benefit 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, Agency's purchase of the Property on Agency's review and approval of the environmental condition of the Property; and WHEREAS, pursuant to Section 33334.2 of the CRL, the Agency may use Housing Fund monies outside of the; Project Area provided that the Agency and the City Council find that the use will be of benefit to the Project Area; and 1035908.1 WHEREAS, the City Council has adopted a resolution finding that use of Housing Fund monies to acquire the; Property will be of benefit to the Project Area by providing affordable housing. NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of South San Francisco that it hereby: 1. Finds that the acquisition of the Property pursuant to the terms of the Purchase and Sale Agreement will benefit the Project Area by providing affordable housing. 2. Approves the purchase of the Property from Edgar and Myda Trinidad pursuant to the terms of the Purchase and Sale A;~eement. 3. Authorizes the Executive Director of the Agency (or his designee) to execute the Purchase and Sale Agreement, ar~d to make revisions to 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 anal 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 12th day of December, 2007 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: Agency Secretary 1035908.1 ~O ~~~I1I'' ~~ ~zx S ed'e~el~ent Agency (g/ ° ~ RDA AGENDA ITEM # 4 cALIFOR~1~ DATE: December 12, 2007 TO: Redevelopment Agency Board FROM: Marty Van Duyn, Assistant Executive Director SUBJECT: PURCHASE AND SALE AGREEMENT FOR 216 BADEN AVENUE REC®MMPl`TDATI®l~T It is recommended that the South San Francisco Redevelopment Agency Board adopt a Resolution authorizing the Executive Director to execute a Purchase and Sale Agreement for property located at 21b Baden Avenue. BACKGROUND/DISCUSSION The property located at 216 Baden Avenue (APN 012-334-030) is between City Parking Lot 2 and an Agency owned commercial property at 212 Baden Avenue (former Giorgi Bothers furniture store). The property has street frontage on both Baden Avenue and Second Lane. The property is 3,500 square feet and has t:wo buildings. The main structure, facing Baden Avenue, is the former Hot Shots Cafe. The rear building, facing Second Lane, is a two car garage. The property's appraised value is $710,000 and after substantial negotiations, the Agency has agreed to pay $781,000 for the property. The purchase of this property is key to the assemblage of property on Baden Avenue. Besides City Parking Lot 2 and the former Giorgi Brothers fiii-niture store, the City also owns the former bank building at 200 Linden avenue (currently occupied by the City's Information Technology Department) and City Parking Lot 4 facing Crrand Avenue. Assemblage of this land will begin to open development opportunities for a major downtown project. The Agency will conduct building and envirorumental inspection of the property prior to the close of escrow. In addition the Planning Commission reviewed the proposed acquisition for conformity with City's General Plan as required by State Law on December 6, 2007, FUNDING Funds are available in the current Redevelopment Agency budget for this acquisition. Staff Report SuUject: 216 Baden Avenue Purchase & Sale Agreement Page 2 CONCLUSION Staff recommends the Redevelopment Agency Board adopt the attached Resolution authorizing the Executive Director to execute a Puirchase acid Sale Agreement for the property located at 216 Baden Avenue for $781,000. --v ~ By: Marty Van Duyn Assistant Executive Director BMN:MVD:AS Attachment: Resolution Approve %' ~ ~ ` ,:` a M. Nagel Executive Director Purchase and Sale Agreement RISOLUTION NO REDEVELOPMENT ACTENCY, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE AND SALE AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO AND EVELYN BAFFIN ]FOR THE PURCHASE OF REAL PROPERTY LOCATED AT 216 BADEN AVENUE IN SOUTH SAN FRANCISCO, AND AUTHORIZING THE EXECUTION OF DOCUMENTS IN CONNECTION THEREWITH AND APPROVING AN AMENDMENT TO THE 2007-2008 CAPITAL IMPROVEMENT PROGRAM BUDGET FOR A TOTAL OF $781,000 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 Coimnunity 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 Downtown/Central Redevelopment Project Area ("Project Area "); and WHEREAS, Evelyn Baffin., trustee of the Baffin Family Trust A U/T/D September 4, 1991 and the Raffia Family Trust B U/T/D September 4, 1991 (the "Owner") is the owner of real property in San Mateo County, California located at 216 Baden Avenue in the City of South San Francisco, (the "Property"); and WHEREAS, the Owner desires to sell the Property; and WHEREAS, the Agency desires to acquire the Property to facilitate development and constntction of public benefits within the Project Area; and WHEREAS, the Agency and the Owner have negotiated a purchase and sale agreement ("Purchase and Sale Agreement") substantially in the fon11 on file with the Agency Secretary; and WHEREAS, the Purchase and Sale Agreement conditions, among other things, Agency's purchase of the Property on Agency's review and approval of the enviromnental condition of the Property; and 1035946.1 WHEREAS, the Agency wishes to amend the capital budget for Project No. 0720 to a total budget of Seven Hundred Eighty-One Thousand Dollars ($781,000) 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: 1. Approves the purchase of tLie Property from Owner pursuant to the terms of the Purchase and Sale Agreement. 2. Approves the amendment to the Capital Improvement Budget for a total budget of $781,000 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 revisions to 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 12th day of December, 2007 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: Agency Secretary 103 5946.1 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into effective as of , 2007 (the "Effective Date") by and between Evelyn Raffin, tnistee for the Raffin Family Trust ~, U/T/D September 4, 1991 and the Raffin Family Trust B U/T/D September 4, 1991 ("Seller") and the South San Francisco Redevelopment Agency, a public body, corporate and politic ("Buyer"). Seller and Buyer are hereinafter refereed to as the "Parties." WHEREAS, Seller is the ov~mer of that certain real property located at 216 Baden Avenue in the City of South San Francisco ("City"), California, known as San Mateo County Assessor's Parcel No. 012-334-030, and more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "Land"); WHEREAS, 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, Buyer has the responsibility to carry out the Redevelopment Plan ("Redevelopment Plan") for the Downtown/Central Redevelopment Project Area ("Project Area "); WHI:'REAS, in accordance ~Nith the terms and conditions contained herein, Buyer desires to purchase, and Seller desires to sell, the Land together with all improvements located thereon and all easements, hereditarnents, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land (all of the foregoing collectively hereinafter, the "Property"); WHEREAS, Buyer is authorized to exercise the power of eminent domain pursuant to California Health and Safety Code Section 33391 and the Redevelopment Plan; WHEREAS, Seller and Buyer have agreed to execute this Agreement in lieu of condemnation, and this purchase and sale is directly and expressly under threat of eminent domain. In the event that Seller and Buyer were not able to reach an agreement for the purchase and sale of the Property, Buyer would have considered adopting a resolution of necessity in order to initiate eminent domain proceedings to acquire title to the Property; WHEREAS, Seller and Buyer executed an exclusive negotiating agreement ("ENRA"), pursuant to which Buyer deposited a. sum of $2,000 (the "ENRA Deposit") into an escrow account for the benefit of Seller in e:kchange for Seller's agreement not to enter into any contracts to sell or lease the Property prior to October 25, 2007; and WHEREAS, the Property is located in the Project Area, and the purchase of the Property as provided for in this Agreement is consistent with and furthers the goals and objectives of the Redevelopment Plan. 1035300.1 l~®W, THEI2EF(~12E, for good and valuable consideration, the receipt and sufficiency of which are hereby aclcxlowledged, the Parties agree as follows. 1. Agreement to Sell and Purchase. Seller agrees to sell and Buyer agrees to purchase the Property subject to the t:ei7ns and conditions of this Agreement. 2. Purchase Price. The purchase price for the Property shall be Seven Hundred Eighty-One Thousand Dollars ($781,000) ("Purchase Price"). 3. Conveyance o:~'1'itle. At the close of escrow, Seller shall convey by grant deed to Buyer marketable fee simple title to the Property, flee and clear of all recorded and unrecorded liens, encumbrances, assessments, leases and taxes except: (a) the provisions and effect of the Redevelopment Plan; (b) taxes for the fiscal year in which the escrow for this transaction closes, which shall be prorated as of the close of escrow and handled in accordance with Section 4986 of the California Revenue and Taxation Code; and (c) such other conditions, liens, encumbrances, restrictions and exceptions as maybe approved in writing by Buyer ("Permitted Exceptions"). 4. Escrow; Escrow Instructions. The Parties have opened an escrow account at the office of First American Title Cc~~npany located at 1440 Chapin Avenue, Suite 350, Burlingame, CA 94010 ("Title Conxpany" or "Escrow Agent"). Within five (5) days following the Effective Date, the Pai-ties shall deposit with the Escrow Agent an executed copy of this Agreement, which shall seine as the joint escrow instructions of Buyer and Seller for this transaction, together with such additional instructions as may be executed by the Parties and delivered to the Escrow Agent. ~. Deposits. Seller has deposited the ENRA Deposit with the Escrow Agent in accordance with the terms of the ENRA. Within seven (7) business days after the Effective Date, Buyer shall deposit an additional sum of Tluee Thousand Dollars ($3,000) ("Earnest 1Vloney Deposit"} into escrow in an interest bearing account for the benefit of Buyer. The Earnest Money Deposit and ENRA Deposit and all interest earned thereon, shall be applied to the Purchase Price at the close of escrow. All amounts deposited by the Parties with the Escrow Agent, including the Earnest Money Deposit and the ENRA Deposit, shall be held in escrow in an interest-bearing account. 6. Title Documents. Within seven (7) days following the Effective Date, Seller shall deliver or cause to be delivered to Buyer a preliminary title report ("Preliminary Report") on the Property issued by the Title Company, setting forth all liens, encumbrances, easements, restrictions, conditions, pending litigation, judgments, administrative proceedings, and other matters of record affecting Seller's title to the Property, together with copies of all documents relating to exceptions listed in the Preliminary Report ("Title Exceptions") and complete and legible copies of all instruments referred to therein, as requested by Buyer. Buyer shall approve 1035300.1 2 or disapprove each Title Exception within fourteen (14) days following Buyer's receipt of the Preliminary Report. Buyer's failure to approve any Title Exception within such period shall be deemed to be a disapproval of each such Title Exception. If Buyer objects or is deemed to have disapproved. any Title Exception, Seller shall use its best efforts at Seller's sole expense to remove from title or otherwise satisfy each such exception no later than fourteen (14) days prior to the close of escrow and in a form that is reasonably satisfactory to Buyer. If Seller fails Ito remove or satisfy any Title Exception to the satisfaction of Buyer, Buyer shall have the option, in its sole discretion, to terminate this Agreement or to accept title subject to such exception. In the event Buyer elects to terminate this Agreement, the Earlest Money Deposit, including interest thereon, and all other fiends and documents deposited into escrow by or on behalf of Buyer except for the ENRA Deposit shall be returied to Buyer, and all rights and obligations hereunder shall terminate. It shall be a condition to the close of escrow that Title Company shall deliver to Buyer, within five (5) days after Buyer has approved the Preliminary Report pursuant to this Section, and in no event later than seven (7) days prior to the close of escrow, a title commitment for an ALTA Owner's Title Insurance Policy ("Title Policy") to be issued by Title Company in the amount of the Purchase Price for the benefit and protection of Buyer, showing title to the Property vested in Buyer, subject only to the Permitted Exceptions, including such endorsements as may reasonably be requested by Buyer, and committing Title Company to issue the Title Policy to Buyer upon the close of escrow. 7. Closing Documents and Funds. (a) Seller. (A) Within twenty (20) days following Effective Date, Seller shall deposit into escrow all of the following: (i) a Grant Deed, substantially in the form attached hereto as Exhibit B ("Grant Deed"), duly executed and acknowledged, conveying to Buyer good and marketable fee simple title to the Property, subject only to exceptions approved pursuant to this Agreement; (ii) Seller's affidavit ofnon-foreign status and Seller's certification that Seller is a resident of California, each executed by Seller under penalty of perjury as required by state and federal law; and (iii.) Such additional duly executed instruments ~ nd documents as the Escrow Agent may reasonably require to consunmmate the transaction contemplated hereby. (B) Unless Seller elects to have the following charges deducted from the funds to be distributed to Seller at close of escrow, no later than one (1) business day prior to 1035300.1 close of escrow, Seller shall dleposit into escrow immediately available funds in the amount necessary to pay: (i) all goverrunental conveyance fees and transfer taxes; and (ii) one-half (1/2) of all title insurance and title report costs, escrow fees, and recording fees. (b) l~uxer• (A) Within twenty (20) days following the Effective Date, Buyer shall deposit into escrow all of the following: (i) a duly executed and aclalowledged Certificate of Acceptance substantially in the fo~7n attached hereto as Exhibit C; and (ii) such additional duly executed instruments and documents as the Escrow Agent may reasonably require to consummate the transaction contemplated hereby. (B) No less than one (1) business day prior to the close of escrow, Buyer shall deposit into escrow ilmnediai:ely available funds in the amount, which together with the Earnest Money Deposit and ENRA Deposit plus interest thereon, if any, is equal to: (i) the Purchase Price as adjusted by any prorations between the Parties; and (ii) one-half (U2) of all title insurance and title report costs, escrow fees, and recording fees. 8. Close of escrow. Unless this Agreement is terminated pursuant to the teens hereof or extended by mutual written consent of the Parties, escrow shall close no later than the date which is forty-five (45) days following the Effective Date. The Escrow Agent shall close escrow by: (i) causing the Grant Deed to be recorded in the official records of San Mateo County, Califorilia; (ii) issuing the Title Policy and delivering same to Buyer; (iii) delivering to Seller the monies constituting the Purchase Price less prorated amounts and charges to be paid by or on behalf of Seller; and (iv) delivering to Buyer the original Grant Deed, together with a conformed copy thereof indicating recording information thereon. Possession of the Property shall be delivered to Buyer at the close of escrow. 9. Closing Costs. Each Party shall pay one-half (1/2) of all title insurance and title report costs, escrow fees (including the costs of preparing documents and instruments), and recording fees. Seller shall pay all govermnental conveyance fees and all transfer taxes. 1035300.1 4 10. Prorations. At the close of escrow, the Escrow Agent shall make the following prorations: (i) property taxes shall be; prorated as of the close of escrow based upon the most recent tax bill available, including any property taxes which maybe assessed after the close of escrow but which pertain to the period prior to the transfer of title to the Property to Buyer, regardless of when or to whom notice thereof is delivered; and (ii) any bond or assessment that constitutes a lien on the Property at the close of escrow shall be assumed by Buyer. 11. Buyer's Conditions i:o Closing. The 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 time 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 Effective 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) Buyer's approval of the condition of the Property pursuant to Section 12. 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 Seiler or deposited with the Escrow Agent by or on behalf of Buyer, including the Earnest Money Deposit and interest thereon and excepting the ENRA Deposit. 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. 12. Buyer's Additional Conditions to Closing. Buyer's obligation to purchase the Property is also conditioned upon Buyer's review and approval of the condition of the Property pursuant to this Section. (a) Feasibility Studies. During the period commencing on the Effective Date and ending on the thirty-fifth (35th) day after the Effective Date ("Due Diligence Period") Buyer may, at Buyer's expense, undertake an inspection and review of the Property, including without limitation (i) a review of the physical condition of the Property, including but not limited to, inspection and examination of soils, enviromnental factors, Hazardous Materials (as defined in Exhibit D attached hereto), and archeological information relating to the Property; (ii) a review and investigation of the effect of any zoning, maps, permits, reports, engineering data, regulations, ordinances, and laws affecting the Property, and (iii) an evaluation of the Property to determine its feasibility fir Buyer's intended use. Buyer may consult with or retain civil engineers, contractors, soils and geologic engineers, architects and other specialists in its investigation, and may consult with or retain other consultants to determine if the Property is suitable for Buyer's intended use. If Buyer's enviromnental consultants require additional time to determine the existence and extent of any Hazardous Substances on the Property, Buyer shall have the right, exercisable by delivering written notice to Seller prior to the expiration of 1035300.1 5 the Due Diligence Period, to extend the Due Diligence Period for up to fifteen (15) additional days to complete the testing. (h) ®ther matters. Dunn€; the Due Diligence Period, Buyer may inspect, examine, survey and review any ot]''.ler matters concerning the Property, including without limitation, any and all studies or reports provided by Seller, all contracts, leases, rental agreements and other obligations relating to the Property, and the Property's conformity with all applicable laws and regulations. During the Due Diligence Period, Buyer shall have the right to perform due diligence regarding the investigation, assessment, and monitoring of the envirorunental condition of the Property, and upon comp:Letion of the Due Diligence Period, unless Buyer elects to terminate this Agreement pursuant to the terns hereof, Buyer will purchase the Property in its "AS IS" condition as such condition exists at the end of the Due Diligence Period. (e) Disapproval of 1'ropert,,~ Condition. Should Buyer fail to approve the condition of the Property or its feasibility for Buyer's intended use in writing within five (5) days following the end of the Due Diligence Period, Buyer shall have the right, exercisable by giving written notice to Seller, to cancel the escrow, terminate this Agreement, and recover a.ny and all amounts paid by Buyer to Seller or deposited with the Escrow Agent by or on behalf of Buyer, including the Earnest Money Deposit and interest thereon and excepting the ENRA Deposit. 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. 13. Studies, Reports and Investigations. Seller agrees to make available to Buyer within five (5) business days following the Effective 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, envirorunental 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). 14. Right of )Entry. During the Due Diligence Period, Buyer and Buyer's agents shall have the right, upon reasonable notice to Seller, to enter upon the Property for the purpose of inspecting, examining, surveying and reviewing the Property in accordance with Section 12. Buyer's inspection, examination, survey and review of the Property shall be at Buyer's sole expense. Buyer shall obtain Seller's advance consent in writing to any proposed physical testing of the Property by Buyer or Buyer's agents, which consent shall not be urueasonably conditioned, withheld or delayed. Buyer shall repair, restore and return the Property to its original condition after such physica( testing, at Buyer's sole expense. Buyer shall schedule any such physical tests during normal business hours unless otherwise approved by Seller. Buyer agrees to indemnify Seller and hold Seller harnless from and against all liability, loss, cost, damage and expense (including, without limitation, reasonable attorney's fees and costs of 1035300.1 6 litigation) resulting fiom Buyer's or F3uye~'s agents entry upon the Property, except to the extent that such liability, loss, cost, damage and expense arises as a result of the negligence or other wrongfiil conduct of Seller or its agents. 15. Seller's Conditions to Closing. The close of escrow and. Seller's obligation to sell the Property pursuant to this Agreement are conditioned upon: (i) the performance by Buyer of each obligation to be performed by Buyer under this Agreement within the applicable time period, or waiver by Seller of such obligation; and (ii) Buyer's representations and warranties contained in this Agreement being tnze and correct as of the Effective Date and the close of escrow. 16. Seller's representations and ~'Varranties. Seller hereby represents and wan-ants that except as disclosed in writing to Buyer, as of the Effective Date and as of the close of escrow: (i) the Property is free and has always Ueen 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 Enviromnental Law or informing Seller that the Property is subject to investigation or inquiry regarding Hazardous Materials oil the Property or the potential violation of any Enviromnental -Law; (iv) there is no monitoring program required by the Enviromnental Protection Agency or any other governmental 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 violates any health, safety, fire, environmental, sewage, building, or other federal, state or local law, ordinance or regulation; (ix) no contracts, licenses, leases or commitments regarding the maintenance or use of the Property or allowing any third party rights to use the Property are in force; (x) there are no threatened or pending actions, suits, or administrative proceedings against or affecting the Property or any portion thereof or the interest of Seller in the Property; (xi) there are no threatened or pending conden:mation, eminent domain, or similar proceedings affecting the Property or any portion thereof; (xii) Seller has not received any notice from any insurer of defects of the Property which have not been corrected; (xiii) 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; (xiv) all information that Seller has delivered to Buyer, either directly or through Seller's agents, is accurate and complete; and (xv) Seller has disclosed all material facts concerning the Property. Seller further represents and warrants that this Agreement and all other documents delivered or to be delivered in connection herewi~~th prior to or at the close of escrow: (a) have been duly 1035300.1 ~ authorized, executed, and delivered Ly 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 teens and conditions, and that this Agreement is enforceable against Seller in accordance with its terms. 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 notiice thereof to Seller. In the event Buyer elects to terminate this Agreement, the Earlest Money Deposit, including interest thereon, and all other funds and documents deposited into escrow by or on behalf of Buyer except for the ENRA Deposit shall be returned to Buyer, and all rights and obligations hereunder shall termnate. 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.. 17. Seller's Covenants. Seller covenants that from the Effective Date and through the close of escrow, Seller: (i) shall r-ot permit any liens, encumbrances, or easements to be placed on the Property, other than Permitted Exceptions; (ii) shall not enter into any agreement regarding the use, sale, rental, management, repair, improvement, or any other matter affecting the Property that would be binding on Buyer or the Property after the close of escrow without the prior written consent of Buyer; (iii) shall not permit any act of waste or act that would tend to diminish the value of the Property for any reason, except that caused by ordinary wear and tear; and (iv) shall maintain the Property in its condition as of the Effective Date, ordinary wear and tear excepted, and shall manage the property substantially in accordance with Seller's established practices. 1~. Buyer's IZep~-esentations, Warranties and Covenants. Buyer represents, warrants and covenants that this Agreement and all other documents delivered in connection herewith, prior to or at the close of escrow: (i) have been duly authorized, executed, and delivered by Buyer; (ii) are binding obligations of Buyer; and (iii) do not violate the provisions of any agreement to which Buyer is a party. Buyer further represents and warrants that the persons who have executed this Agreement on behalf of Buyer are duly authorized to do, that Buyer 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 Buyer in accordance with its terns. 19. Environmental Inde:mnit .Seller agrees to unconditionally and fully indemnify, reimburse, defend, protect and hold harmless Buyer and the City fiom and against any and all claims, demands, damages, losses, liabilities, fines, orders, judgments, actions, injunctive or other relief (whether or not based on personal injury, property damage, contamination of, or adverse effects upon, the enviromnent or natural resources), costs, economic 1035300.1 or other loss, expenses (including without limitation attorneys' fees and any expenses associated with the investigation, assessment, monitoring, response, removal, treatment, abatement and/or remediation of Hazardous Materials in, on or under the Property), and/or administrative, enforcement or judicial proceedings, whether l~iown or ui~lcnown, and which are directly or indirectly, in whole or in part, caused by, arise out of, or relate to the presence, release or discharge or alleged presence, release or discharge of any Hazardous Materials (as defined in Exhibit D) in, on or under the Property prior to the closing date or a violation or alleged violation of an Environmental Law (as defined in Exhibit D) prior to the closing date. 20. Damage and Desta~uction. In the event of any damage or other loss to the Property, or any portion thereof, caused by fire or other casualty prior to the close of escrow in an amount not exceeding $50,000, Buyer shall not Ue entitled to terminate this Agreement, but shall be obligated to close the escrow and purchase the Property as provided in this Agreement, without abatement in the Purchase Price, provided that Seller shall: (i) assign and transfer to Buyer all of Seller's rights under any insurance policy covering the damage or loss, and all claims for monies payable from Seller's insurer(s) in connection with the damage or loss, and (ii) pay to Buyer at the close of escrow the amount of Seller's deductible under the insurance policy or policies covering the damage or loss. In the event of damage or destruction of the Property or any portion thereof prior to the close of escrow in an amount in excess of $50,000, Buyer may elect either to ternlinate this Agreement upon written notice to Seller, or to consummate the purchase of the Property, in which case Seller shall (i) assign and transfer to Buyer all of Seller's rights under any insurance policy covering the damage or loss, and all claims for monies payable from Seller's insurer(s) in connectior- with the damage or loss, and (ii) pay to Buyer at the close of escrow the amount of Seller's deductible under the insurance policy or policies covering the damage or loss. In the event Buyer elects to terninate this Agreement, the Earnest Money Deposit, including interest thereon, and all other funds and documents deposited into escrow by or on behalf of Buyer except for the ENRA Deposit shall be returned to Buyer, and all rights and obligations hereunder shall terminate. 21. Eminent Domain Dismissal. Seller and Buyer acknowledge that this transaction is a negotiated settlement in lieu of condemnation. Seller hereby acknowledges and agrees that the Purchase Price constitutes full and final settlement of all and any manner of rights, demands, liabilities, obligations, claims or causes of action in law or equity of whatever kind or nature, whether known or unknown, whether now existing or hereinafter arising, which arise from or relate in any manner to Buyer's acquisition of the Property or any condemnation or inverse condemnation action affecting the P~:•operty. Seller hereby voluntarily and knowingly waives, releases and discharges forever any and all rights, demands, liabilities, obligations, claims or causes of action in law or equity of whatever kind or nature, whether known or unknown, whether now existing or hereinafter arising, which arise from or relate in any manner to Buyer's acquisition of the Property or any condemnation or inverse condemnation action affecting the Property and further waives all attorney's fees, costs, disbursements, and expenses incurred in connection therewith. Seller is aware of and familiar with 1:he provisions of Section 1542 of the California Civil Code which provides: 1035300.1 ~ A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT I~dOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. As such relates to this Section 21, Seller hereby waives and. relinquishes all rights and benefits which it may have under Section 1542 of the California Civil Code. Seller's Initials 22. Assignment. Buyer shall have the right to assign all rights and obligations ender this Agreement to any party, and no approval by Seller of any such assigtunent shall be necessary. 23. htotices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other parties in accordance with this Section. A11 such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender's account, in which case notice is effective on delivery if delivery is confirmed by the delivery service; (iv) facsimile transmission, in which case notice shall be deemed delivered upon transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by first- class or certified mail or by overnight delivery, or (b) a transmission report is generated reflecting the accurate transir.~ission thereof. Any notice given by facsimile shall be considered to have been received on the next business day if it is received after 5:00 p.m. recipient's time or on a nonbusiness day. l6uyer: South ;San Francisco Redevelopment Agency City Hall; 400 Grand Avenue South San Francisco, CA 94083 Attention: Executive Director 1035300.1 10 with a copy to: Meyers, Nave, Ribaclc, Silver & Wilson 555 12th Street, Suite 1500 Oakland, CA 94607 Attention: Steven T. Mattas, Agency Counsel Seller: Evelyr- Raffia c/o Tirn Aurae 1323 Bernal Avenue Burlingame, CA 94010 24. Litigation Costs. If any legal action or any other proceeding, including arbitration or action for declaratory relief, is brought for the enforcement of this Agreement or because of an alleged breach or default in connection with this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and other costs, in addition to any other relief to which such Party inay be entitled. 25. Waivers; 1VIodilication. No waiver of any breach of any covenant or provision of this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no waiver shall be valid unless i:n writing and executed by the waiving party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act, and no extension shall be valid unless in writing and executed by the waiving party. This Agreement maybe amended or modified only by a written instnunent executed by the Parties. 26. Successors. This Agreement shall bind and inure to the benefit of the respective heirs, personal representatives, successors and assignees of the Parties. 27. Provisions I~ot li'~er~°ed With Deeds. None of the provisions, ternzs, representations, warranties and covenants of this Agreement are intended to or shall be merged by the Grant Deed, and neither the Grant Deed nor any other document shall affect or impair the provisions, terms, representations, warranties and covenants contained herein. Without limiting the generality of the foregoing, SellE;r's representations, warranties and covenants contained herein shall survive the close of escrow. 28. Construction. The section headings used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since both Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as'. if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties ha.d prepared it. 29. Action or Approval,. Where action and/or approval by Buyer is required under this Agreement, Buyer's Executive ;Director may act on and/or approve such matter unless the 1035300.1 11 Executive Director determines in his or her discretion that such action or approval requires referral to Buyer's Board for consideration. The time periods afforded Buyer for any event, inspection, feasibility, due diligence, escrow closing or otherwise shall not be extended by any such referral to Buyer's Board. 30. Entire Agreement. This Agreement, including Exhibits A to D attached hereto and incorporated herein by this reference, contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements, understandings, representations or statements between the Parties with respect to the subject matter thereto. 31. Counterparts. This Agreement maybe executed in one or more counterparts, each of which shall be an original aiid all of which taken together shall constitute one and the same instrument. 32. Severability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged thereby. 33. No Third Part,~;bciaries. Nothing in this Agreement is intended to or shall confer upon any person, other than the Parties and their respective successors and assigns, any rights or remedies hereunder. 34. Parties Not Co-Venturers. Nothing in this Agreement is intended. to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. 35. Non-Liability of Officials, Employees and Agents. No member, official, employee or agent of Buyer shall be personally liable to Seller or its successors in interest in the event of any default or breach by Buyer or for any amount which may become due to Seller or its successors in interest pursuant to this Agreement. 36. Time of the Essence._Time is of the essence for each condition, teen, obligation and provision of this Agreement. 37. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. 38. Time foi• Performance. When the time for perfoi-~nance of any obligation under this Agreement is to be measured from another event, such time period shall include the day of the other event. If the day of the time for performance is not a regular business day, then the time for such performance shall be by the regular business day following such day. SIGNS T~UIZFS ON FOLLO tiVING P,4 GE. 1035300.1 12 IN FITNESS VVIj[EI2EOF, the Parties have executed this Agreement as of the date first written above. BUYER: SOUTH SAN FRANCISCO REDEVEI~OPIVIENT AGENCY By; ATTEST: By: Agency Secretary APPROVED AS TO FORM: By: Agency Cuunsel Executive Director SEI~I.ER: Evelyn Raffia, Trustee, The Raffia Family Trust A U/T/D September 4, 1991 Evelyn Raffia, Trustee, The Raffia Family Trust B U/T/D September 4, 1991 1035300.1 13 EXHIBIT A Property (Attach legal description) 1035300.1 14 T~.XHTRTT R Recording Requested by and when Recorded, rehini to: CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY City Hall, 400 Grand Avenue South San Francisco, CA 9403 Attn: Executive Director EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE §56103, 27353 (SPACE AQOVE T[iLS LINE RESERVED FOR RECORDER'S LISE) GRANT DEED For valuable consideration, receipt of which is hereby acknowledged, Evelyn Raffin, trustee for the Raffin Family Trust A. U/T/D September 4, 1991 and the Raftn Family Trust B U/T/D September 4, 1991 ("Grantor"'} hereby grants to the South San Francisco Redevelopment Agency, a public body, corporate and politic ("Grantee") the real property located at 216 Baden Avenue in the City of South San Francisco, California, known as San Mateo County Assessor's Parcel No. 012-334-030, and more particularly described in Exhibit A attached hereto and incorporated herein. IN WITNESS WIiEREGF, Grantor has executed this Grant Deed as of 2007. GRr~NTOR By: Evelyn Raffin, Trustee, The Raffin Family Trust A U/T/D September 4, 1991 Evelyn Raffin, Trustee, The Rai~fin Family Trust B U/T/D September 4, 1991 1035300.1 15 ACKNOWLEDGMENT State of California ) ss. County of San Mateo ) On 20 before me, , a Notary Public, personally appeared ,personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within insh~tment and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that byhis/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 n1y hand and official seal.. NOTARY PUBLIC ACKNOWLEDGMENT State of California ) ss. County of San Mateo ) On 20 before me, , a Notary Public, personally appeared ,personally la~own to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies;l, 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 1035300.1 16 EXHIBIT A to Grant Deed (Attach legal description.) 1035300.1 j'7 EXHIBIT C CE~2TIF1[CATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Grant Deed dated 2007, executed by Evelyn Raffin, trustee for the Raffin Family Trust A U/T/D September 4, 1991 and the Raffin Family Trust B U/ iD September 4, 1991 ("Granter") to the South San Francisco Redevelopment Agency, a public body, corporate and politic, ("Agency"), is hereby accepted on behalf of the Agency by its Executive Director pursuant to authority conferred by Resolution No. ,adopted by the Agency on , 2007, and that the Grantee consents to recordation of the Grant Deed by its duly authorized officer. Dated , 2007 By: Executive Director ATTEST: By Agency Secretary APPROVED AS TO FORD: By: Agency Counsel 1035300.1 1 g F,XHTRTT T) HAZARDOUS IiBATE~'.IALS; EN'VIR®Nll~flENTAL LAVV "Hazardous Materials" means any substance, material or waste which is or becomes regulated by any federal, state or local govenlmental authority, agency or governmental body, and includes without limitation (i) petroleum or oil or gas or any direct or il~direct 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 reference) as a "hazardous substance", "hazardous material", "hazardous waste", "toxic waste", "toxic polhrtant", "toxic substance", "solid waste" or "pollutant or contaminant" in or pursuant to, or similarly identified as hazardous to human health or the enviromnent in or pursuant to, the Toxic Substances Control Act [15 U.S.C. 260~i, 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 [Califoi7lia 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 alld 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 "Superlien" law, or any Environmental Law; (v) any material determined to be hazardous based on deleterious properties such as ignitability, coi-rosivity, reactivity, carcinogenicity or toxicity; or (vi) any other substance, material, chemical, waste or pollutant idc-ntified as hazardous or toxic and regulated under any other federal, state or local enviromnental law, including without limitation, asbestos, polychlorinated biphenyls, petroleum, natural gas and synthetic fuel products and by-products. "Environmental Lave" 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 o~Fthe environment, including natural resoLUCes; (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 fiom the effects of by-products, wastes, emissions, discharges or releases of chemical substances fiom 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 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 1035300.1 19 Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300, e;t 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 Sectiion 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Sec~'~ion 13000, et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder. 1035300.1 20 p~~H SA/y~, 5 ~ ~. *~.- o C',I L I FORN~P AGENDA CITY COUNCIL CITY OF SOUTH SAN FRANCISCO REGULAR MEETING MUNICIPAL SERVICE BUILDING COMMUNITY ROOM WEDNESDAY, DECEMBER 12, 2007 7:30 P.M. PEOPLE OF SOUTH SAN FRANCISCO 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 Counc;il are held on the second and fourth Wednesday of each month at 7:30 p.m. in the Municipal Service<.; 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 t:he 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 Council action. PEDRO GONZALEZ Mayor KARYL MATSUMOTO Mayor Pro Tem RICHARD A. GARBARINO, SR Councilman RICHARD BATTAGI IA City Treasurer BARRY M. NAGEL City Manager MARK N. ADDIEGO Councilman KEVIN MULLIN Councilman KRISTA MARTINELLI-CARSON City Clerk STEVEN T. MATTAS City Attorney PLEASE SILENCE CELL PHONES AND PAGERS HEARING ASSISTANCE EQUIPMENT AVAILAE3LE FOR USE BY THE HEARING IMPAIRED AT CITY COUNCIL MEETINGS CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE INVOCATION PRESENTATIONS • Holiday Safety -Safety Inspector, Dennis Rosaia • Recycled Water Status Update- Chief Engineer, Ray Razavi AGENDA REVIEW PUBLIC COMMENTS ITEMS FROM COUNCIL • Announcements • Committee Reports • Emergency Operation Center • Council of Cities Election CONSENT CALENDAR Motion to approve the minutes of City Council Special Meeting and Regular Meeting of November 14, 2007, November 28, 2007 and Special City Council Reorganization Meeting of December 4, 2007 2. Motion to confirm expense claims of December 12, 2007 3. Resolution authorizing the acceptance of $5,000 in grant funding from the Edwards Family Fund to support the; purchase of books for elementary school age children and amending the Library's 2007/2008 operating budget 4. Resolution of the City Council of the City of South San Francisco declaring its intent to issue tax-exempt obligations to be used to reimburse the City for expenditures prior to the issuance of such tax-exempt obligations, and authorizing the City Manager to sign lease documents related to lease/purchase of fire engines 5. Adopt a resolution approving ground lease and license by and among the City of South San Francisco, the San Mateo County Harbor District, and the San Francisco Bay Water Transit Authority related to the construction and operation of the Oyster Point Ferry Terminal REGULAR CITY COUNCIL MEETING December 12, 2007 AGENDA PAGE 2 6. Resolution approving the Purchase of Real Property located at 314 Miller Avenue in South San Francisco by the Redevelopment Agency of the City of South San Francisco and adopting findings in connection therewith 7. Motion to cancel the Regular Meeting of the City Council on December 26, 2007 Proclamations Issued -Richard A. Garbarino Outgoing Mayor, December 4, 2007 and Karyl M. Matsumoto, Italian. American Citizens Club-2007 Person of the Year, December 8, 2007 ADMINISTRATIVE BUSINESS 9. Adoption of a Mitigated Negative Declaration Miller Avenue Parking Structure and approve final design concept: plans COMMUNITY FORUM ADJOURNMENT REGULAR CITY COUNCIL MEETING December ] 2, 2007 AGENDA PAGE3 Bay Area Air Quality Management District ~BaaQMD) . ~~ ~~~~~~ ~~.p ~ ~~I~~+ F ~H~ ~~R ~IT~~ ®F ~ALY CITY 333 - 90T'"' STREET DALY CITY, CA 94015-1895 (650)991-8125 November 20, 2007 Hon. Richard Garbarino, Sr. Gity of South San Francisco 400 Grand Avenue So. San Francisco CA 94080 G~ ~ ,~ , , :~' ~~ ;: ~~ ~,. , ~~` t; Re: City Selection Committee Appointment: Bay Area Air Quality Management District City Representative for San Mateo County Dear Mayor Garbarino, Sr.: I am writing to ask you consider reappointing Daly City Vice Mayor Carol Klatt as_tlae-.Sa.riMateo County City Representative to the Bay Area Air Quality Management District (BAAQMD): __ ^___ Vice Mayor Klatt has been an active participant on the BAAQMD since her appointment in February 2006. During her tenure, she has advocated effectively on behalf of the interests of San Mateo County. She has proven to be an able representative and her experience and consistent representation have been k~eneficial. She is knowledgeable of regional air quality issues and participates in the policy formation of programs to increase public awareness of positive air' quality choices. I hope you agree that Vice Mayor Klatt's experience make her an invaluable resource as our representative on the BAAQMD; an important regional agency committed to solving issues effecting the quality of life in all our jurisdictions. 1-hank you for considering Vice Mayor Carol Klatt for this appointment. Should you have any questions concerning this request, please feel free to contact me at 650-991-8125. Sincerely, d7-~ _. Maggie A. Gomez Mayor MAGirp cc: Daly City Council Patricia E. Martel, City Manager Ashnita Narayan, Secretary, City Selection Committee ~~i Transportation Authority (TA) ~. ~~HE cm ov arya gFtIS BAIyF CALIFORNIA November 16, 2007 CI7C~' OF BRISBAl~TE 50 Park Place Brisbane, California 94005-1310 (415) 508-2100 Fax (415)467-4989 ~a-~`", Honorable Mayor Richard Garbarino, Sr. City of South Sai; Francisco dQt) A.~-alnn Drive South Say. Francisco, CA 94080-- Honorable Mayor Richard Garbarino, Sr.., ~'\ ~" The purpose of this letter is to ask for your support and your vote for my appointment to the Transportation Authority (TA) Board. This seat has become available by the departure of our esteemed Colleague, Honorable Joe Fernekes. My colleague, Lee Panza, former Mayor of Brisbane, successfully served on this seat, representing the North County for a number of years. After a realistic assessment of my other obligations, I decided to endorse Joe Fernekes for this appointment. I am now coming before you to ask for :your support and your vote for my appointment to the TA Board representing the North of our County. 'T'his seat is extremely important in our area due to the fact that tremendous development planning is urtderway, both in our North County and adjacent San Francisco County. Transportation is a major component of all these expansions and my City is in the midst of all these developments. My transportation expertise and my familiarity with all these development plans, and complexities of the public transportation, well equip me to serve on the TA Board. Aside from my financial expertise, my e~:tensive transportation background includes serving on the following boards, commissions and cormruttees: - Congestion Environment/Air Quality Management Committee (CEMAQ) -Vice Chair - CalTrain Advisory Conunittee (CAC) -Chair and Finance Ad Hoc Committee member - Traffic Congestion Alliance Board (ALLIANCE) -Employee Compensation and Benefits - City/County Association of Governments (C/CAG) -Finance and Legislation Committees - Association of Bay Area Governments (ABAG) -Regional Planning Committee In addition, I am a commuter as well as a. public transportation rider. On any given day, I might commute about 200 miles per day. Great strides have been made in improving public transportation in our County. At the same time, a lot is yet to be done. I do believe in order to have a very efficient transportation system, we musi continually address the issues of frequency, affordability, time saving, cost effectiveness, and safety concerns. We must be mindfitl that our population is getting older and that many of residents Providing Quality Services live on the hillside. Effective public transportation should include provisions to address these areas, as well. Even though, I am from a small city, I think globally and regionally. Yet, I act locally. My interest is to represent the interests of all our cities, spf;cial districts, and of our County. As I have demonstrated in the past, I will continue to fully commit myse;lf to successfully serve on this Board and leave a lasting legacy of advancing public transportation in our County. Thank you for your consideration and vote. Please feel free to contact me at (415)467-6409 or e-mail to sepirichardson(c~sbcglobal.net. Respect±ully, ` ~. ~.,~. Sepi Richardson Council Member City of Brisbane Cc: Ashnita Narayan, City Selection Committee County Board of Supervisors Sam Trans Chief Executive Officer, Mike Scanlon Sam Trans Special Assistant to C:EO Mark Simmons Sue Lempert .~~ ~ _ "t ~y ~~r ~ ~' Ld (~t (-jfi~~ Peier UeJarnait ~ ` (~~; ~ ~~ ~~ 1?0 Sonic i~ari~~ /~venu~ ~ Pacificc, Cafi~ ornia 94O~t4-25J6 ~;' ~ ~"~•~~~' ~~~ h ~'~~~~ ~,p. ~ r i wwv~•.ci.pa~ificc.,,c..~s James 1~. Vree;and, Jr. y~~? Cn~tJi~'C'~e. Calvin I--Tinton ~'~ ~.>f~'~-- ~?..,:~tE ~~~ Julie 1_ancelle '' Sue uigre November 14, 2007 C1~7` 6V~~€d~:~E6:'S ~OEE`6CE -- -- TEL (650)738-7301 ~ FA;: (65Gi 359-6036 e6-t• ~.~~~~E~~ Honorable Richard Ga~-barino, Sr. - . TEL (650j 736-7409 Fax r6soj ss9-E9d7 City of South San Francisco ~' . ~ 400 Grand Avenue e6~, oL`~, _ TEL (65ci Ise-7307 South San Francisco CA 94080-3634 FAx r6soj3~9-6c3s C9 a Y ~Oni~46~gC6v TEL (650?738-7301 FAQ' (650? 359-5036 Re: San Mateo County Transportation Authority EYv,EfdEERf:3~? TEL j6501738-376% FAX (650)738-3003 6r~=.r~3~c Dear Mayor Garbarino: TEL (650i 73e-739? FAX- (6601738-7411 EtFsE ~:u6U9F~6CS § E?.T60Es TEl- c65oi est-9i38 The purpose of this letter is to let you know of my interest in serving as the FAX (650)89'i-9090 North County representative to the San Mateo County Transportation 6-S 6.r9ia6,6 4?'E5:?^~oc,cES TEL e6soi 739-730.. Authorit~7 (TA) Board and to request your support for my candidacy to the --~~` (6J°' 3s~ ~03~ position. As you know, the Honorable Joe Fernekes served in this position for ~~~_~`~ ~~ ~cL..~~~s the past several years but now has retired from the South San Francisco City TEL f6soi 73a-736; Council which has created this open seat for the position. FA.: fG50) 739-21 c5 ~'s-`'F`"0```'V' =' During almost ten ears on the Pacifica Ci}~~ Council I have had the honor of ECOeF.~IMH:: "v~vELe'~6~SiRE~'~- b y `J TcL ;65c; 73s-734, serving the County on. numerous boards and commissions including Chair of FA;: (GSOj35S-5807 - s~_E.6_; ~~~. (65oj 73Ea344 the City/County Association of Governments (C/CAG) from 200-2007, ~~°``~ Chair of the County Library 3oint Powers Authority from 2004-2006, and ~e„n:cecnen? (650}'36-7;:4?. ~,,~._r,r~~.-~~,€arrE€,,Q Vice Chair of the Coluicil of Cities (2001). These leaderslyp positions have TEL (s5o; 73e-7s'° helped me understand. the critical need of working to develop CountS~ wide FAX 1650j 355-1'i7> solutions that are sensitive to local needs; the power of worlcing together as ~r1~L€:~ ~~vcr-:6: TEL X550; 73e-3760 elected officials to address larger issues; and the importance of transparency, FP,-: 1650; ~3e,-9747 accessibility, and opermess in all our actions as elected officials. If given the opportunity to serve the County on the TA Board, I pledge to bring this openness and regional perspective to all my duties and actions on the board and to reach out to understand your concerns and your needs as elected officials in the County. Finally, given the need to ensure a wide variety of voices are heard across the County, I would be thf; only TA Board member from a coastal community and Feih o Forto;a i'63 ~ San Francisco (tea}% L'iscover}/ .Si7P G"v- - °- •; Punter on RecVded Paper - `'~ s: the first fiom Pacifica in years. As Pacifica celebrates our ~0~` anniversary and as the region works together on completing the Highway 1 tunnel project that connects the north cotuity to the rest of the coastside and beyond, it is even more critical to have broad representation througliout the County. Thank you for your leadership and dedication to public service and thank you for your consideration of this request. I would be honored to have your support. If you have any questions please give me a call at (650) 520-Q532. Sincerely, ~~~~" Jim ~lreeland Mayor pro Tem City of Pacifica Cc: Ashnita Ryan, Secretary -City Selection Committee San Mateo Count's Mayors and Councilmembers CITY OF MENLC? . PARK , November 27, 2007 70i Laurel Street, Menlo Park, CA 94025 (650) 330-6600 Mayor Garbarino and CitSI Council City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Dear Mayor Garbarino and City Council: .,; r - ~~~ ,.~ ~ ~}? t-%~` . I'm interested in serving you as the Cities-At-Large representative on the San Mateo County Transportation Authority (TA} Board. I write today to seek your support for my candidacy. I have served our region in a number ofinfrastructure-related capacities: Q Bay Area Water Supply and Conservation Agency (BAWSCA} 2005 to present Contract Initiation Committee (CIC), 2005 to 2006 Policy Advisory Committee (PA(;), 2005 to present a City/County Association of Gove;nunents (C/CAG) 2007 Alternate, 2005-2006 San Francisquito Creek Joint Powers Authority (SFC 3PA) Alternate, 2004-2007 In addition, I have been active in engaging Caltrain's JPB and Santa Clara County's VTA in discussions regarding bus and rail service to our communities. During my tenure as mayor, Menlo Park's council has initiated action on a number of big challenges: • A vision for revitalizing El Camino Real and our downtown • Aland use plan for our Dumbarton Rail Station at Willow Road • An inventory ofclimate-changing pollutants, and initiation of a Climate Action Plan including actions in 2007-08 budget • A report of rail grade separation options e A discussion of water policy on an upcoming agenda o A comprehensive overhaul of financial reporting to the public • An aggressive approach to economic development I won't shy away from grappling with the toughest challenges at the regional level, either. Engaged inquiry and oversight is a necessity on #oday's boards -both private and public. As a civil engineer with over 20 years of professional experience, I bring a practical perspective to transportation and large infrastructure projects. My educational background - including a masters and PhD from Stanford University in civil engineering -also provides me a strong foundation in evaluating operational and capital priorities and projects. In recent weeks, I have had the honor of touring a number of the cities and. towns of San Mateo County, to improve my understanding of each one's unique character and hopes for the future. As your Cities-At-Large representative, Iwill be accessible and responsive. I will ensure that every city has a voice in the business and. decisions of the Transportation Authority, and that the Board's business is conducted in an open and transparent mariner. Thank you for your consideration of this request. You can reach me at (650) 207-9334 or I.'tzvr6usson ~.rneirloi~aj•l,.oa•~ to share your thoughts. Sincerely, Kelly Ferguson Mayor SamTrans OFFICE O1F THE CI'T'Y COUNCIL November 2l, 2007 Honorable Richard Garbarino Council Member City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Dear Richard, ~ ~ . ~~ ,~~-, _ -. ./ /s k~, ~~ __,:,~ W~, ~~-~G ~stl C~RAO P, ATE~'R~~'.~. ~~~~~} ~~ ~- ~ . ~ ~~= ~~«y ~~ 330 West 20th Rvenue San Mateo, California 94403-T388 Telephone; (650} 522-7048 Fax: (650) 522-7042 TDD: (650) 522-7047 www.cityofsanmateo.otg ~, r~~ Please accept my name for consideration to replace Marc Hershman as the Central Cities representative to the SamTrans Board of Directors. Mayor Hershman will be ending his cun•ent term on the Millbrae City Council due to teen limits. In addition to the many transportation-related. activities I am involved with as a member of the San Mateo City Council, I believe the following experiences will enable me to hit the ground running as a SamTrans Board Member and begin making good transportation-related public policy decisions for the residents of S.an Mateo County: 0 5aa~ Mateo City Council member since 2000 (Mayor in 2004) o Member of the SamTrans Paratransit Coordinating Council o City of San Mateo representative to C:CAG o Citti~ of San Mateo representative to I-[FART and cui-~•ent HEART Board Chair o Participation in Bay Meadows Phase II development approval process which will result in one of the most comprehensive transit-oriented :infill projects nl San Mateo County o Participation in the "Grand Boulevard" project to redevelop the EI Camino Real through San Mateo County and improve this vital mass transit con•idor o Participation in the San Mateo City Council's plamiing committee. process to create land use policies for transit-oriented development including traffic demand management. I understand and respect the complexities and challenges our county faces as we move to aeduce traffic Cnnoection, improve our mass transit systems, and build infill, transit-oriented projects. San Mateo County is a unique collection of cities and towns. The characteristics and needs of these communities include aural, coastal, and suburban considerations. As a regional body, SamTrans must balance the needs of each community, while also implementing transportation policies that serve the entire transportation system. There is not a `'one size fits all" solution to our transportation needs and I will work with my colleagues and the communities we represent to build consensus and make smart public policy decisions. I'm committed to regional plamzina and believe I can make. positive contributions to SamTrans and San Mateo County. Sincerely, ,~~t-~~.~__ Carole Groom Deput~~`!Mayor City q~rSan Mateo ~~' ~~ Housing Endowment And Regional Trust (HEART) CITY GOUNClL 200? RICHARD A. GARBARINO, MAYOR PEDRO GONZALEZ, VICE MAYOR MARK N. ADDIEGO, COUNGILMEMBER JOSEPH A. FERNEKES, COUNCILMEMBER KARYL MATSUMOTO, COUNCILMEMBER BARRY M. NAGEL, CITY MANAGE€. OFFICE OF THE CITY COUNCIL November 30, ?_007 Councilmember Deborah Gordon Chair, San Mateo County City Selection Committee Town of Woodside P. O. Box 620005 Woodside, CA 54062 Dear Councilmember Gordon: Please accept my name far consideration as member of the HEART board. There are three seats up for consideration at your next. meeting, and I would like to be considered for one of they seats that will be up for election in early 2008. South San Francisco has beE,n extremely aggressive in the area of affordable housing. Our City Council passed an affordable housing ordinance in 2001 mandating that a minimum of twenty percent of all approved residential development, consisting of fol.lr or more units, be restricted to and affordable to lower-income households. We are also requiring that at feast twenty percent of all new dwelling units be restricted to and affordable to low or moderate income households. While we are new to the HEART organization, we have made considerable efforts towards affordable housing. I have been a member of the South San Francisco City Council since 2000, serving as Mayor in 2003, arrd will assume the position of Mayor again in 2008. Affordable housing and assistance for low-income families are a priority for me and is reflected in my partici~,pation in the Historic Old Town Homeowners and Renters Association since 1584. As a co-founder and past President of this organization, we have worked to encourage homeowners and renters to have pride in their neighborhood and be productive members of the community. I have also served on the Board of Directors for North Peninsula Neighborhood Services which serves low income families in northern San Mateo County. City Hall: 400 Grand Avenue • South San F=rancisco, CA 94080 • P.O.Box 711 • South San Francisco, CA 94083 Phone: io50.877.8500 • Fax: 650.829.6609 Page Two November 30, 2007 In addition, my experiences include the following committee assignments: Oyster Point Advisory Committee Chamber of Commerce Liaison Community Preservation Task Force San Francisco Water Transit Aiuthority South San Francisco Conference Center Authority Association of Bay Area Governments I am very aware of the need far affordable housing in the San Mateo County and would appreciate the opportunity to work with the HEART board to increase the county's housing options. I appreciate your consideration and support of my candidacy. Sincerely, ~-~~ Pedro Gonzalez, ice Ma 1 r City of South San Francisco cc: Ashnita Narayan 0~5o~~xsANF9~ DRAFT F ~~ 9 MINUTE S U O ~v~wi~.r~... ~'gtiFORr~~' CITY OF SOUTH SAN FRANCISCO AGENDA ITEM #1 SPECIAL MEETING MUNICIPAL SERVICE BUILDING COMMUNITY ROOM WEDNESDAY, NOVEMBER 14, 2007 6:45 P.M CALL TO ORDER 6:45 p.m. ROLL CALL Present: Councilmembers Addiego, Fernekes and Matsumoto, Vice Mayor Gonzalez and Mayor Garbarino Absent: None PUBLIC COMMENTS No comments. 1. Closed Session a) Pursuant to Government Code section 54957.6, conference regarding Executive Management Side Letter with labor negotiator, Barry M. Nagel b) Pursuant to Government Code section 54956.9 (a), conference with legal counsel regarding existing litigation Hoenish v City of South San Francisco (c) Pursuant t:o Government Code section 54956.9 (a), conference with legal counsel regarding existing litigation Masagrande v City of South San Francisco Time entered into Closed Session: 6:46 p.m. Report from Closed Session: Direction given/Items Settled by a 5-0 voice vote ADJOURNMENT There being no further business before the Council, Mayor Garbarino adjourned the meeting at 7:00 p.m. Respectfully submitted, Approved: Irene Soto Richard Garbarino Interim City Clerk Mayor D~TN SANE OAS =.'~~; ~~9 ti F ~' o ~K ~`ILIFORN~P CALL TO ORDER: ROLL CALL PLEDGE OF ALLEGIANCE INVOCATION: MINUTES CITY COUNCIL CITY OF SOUTH SAN FRANCISCO REGULAR MEETING MUNICIPAL SERVICE BUILDING COMMUNITY ROOM DRAFT WEDNESDAY, NOVEMBER 14, 2007 7:30 P.M. 7:36 P.M. Present: Councilmembers Addiego, Matsumoto, Fernekes; Vice Mayor Gonzalez and Mayor Garbarino Absent: None Led by Mayor Garbarino Pastor John Cantley, Grace Covenant Church PRESENTATIONS • A presentation of the City of South San Francisco Centennial Celebration was given by Judy Bush, Chuck Elliott, and Mike Brosnan. Highlights of next years centennial celebration focused on the Multi-Cultural Celebration on March 29 at the Municipal Services Building featuring a variety of food and performances reflecting South San Francisco's heritage; a Youth Art Show; the Historical Society's Victorian Tea; South San Francisco Night at the Giant's; Picnic in the Park on t:he 4th of July -which will include kid games, salsa-eating contest; Concert in the Park and various other activities. A dedication of Centennial Way, the Centennial Clock, Orange Park Recreation Building and a commemorative postage cancellation stamp from the U.S. postal service will be recognized. Day in the Park will be held on September 20, 2008 with all regular events and there will be a special Centennial Cake. The Historical Society will help celebrate the Centennial at their annual dinner on October 24 by featuring a Vintage Fashion Show at the South San Francisco Conference Center. Centennial trees, donation bricks and seatwall plaques will be available for purchase for display on Centennial Way in the plaza. Sponsorships are available in four categories -Platinum ($15,000) Gold ($10,000) Silver ($3,000) and Bronze ($1,000). The Centennial Celebration will kick: off on December 31, 2007 with the Centennial Gala. • Award Presentations to the Fire Prevention Poster Contest Winners were given by Fire Chief Phil White. Chief White informed Council how the Fire Department went to over 12 schools and made contact with almost 4,000 children explaining how to prevent fires and more importantly what to do if there is a fire in the home. "Practice Your Escape Plan" was this year's theme and stressed to children how important it was to know the family's escape plan. Not only did the Fire Department speak to the children at the assemblies but also modeled the behavior and actually had the children practice the procedures with an obstacle course. Stop, drop and roll were emphasized along with Practice Your Escape Plan and to not be afraid of firefighters while wearing their protective equipment. Winners of the Fire Prevention Poster Contest were;: Kindergarten-Belle Eberle-Ponderosa, 1St Grade-Andrea Ortega-Sunshine Gardens, Alfredo Perry-Ponderosa, Felicita Orantes-Alvarado-Martin, Garret Camicia, St. Veronica, Indiana Madden-St. Veronica. 2nd Grade-Maddie Remedios- Suh-All Souls, Jakarta Nakuru-Los Cerritos, Era Myls Leviste-Spruce, 3rd Grade-Mauricio Ortega-Sunshine Gardens, Elexi Kourtoglou-Mills Montessori, 4th Grade-Brian Fernandez- Los Cerritos, Brianna Donio-Buri Buri, Humberto Castillo-Sunshine Gardens, 5th Grade Mary Joyce Noniscan-Los Cerritos Recess: 8:00 p.m. AGENDA REVIEW- No Changes PUBLIC COMMENTS Speaker #1: Mark Nagales, representative from Gene Mullin's office invited the public to attend a town hall meeting on education on Saturday, November 17 from 10-11:30 a.m. at El Camino High School's Little Theatre. Assemblymember Mullin will highlight the recent developments in education referencing the 2008 legislature session and what it will mean in regards to education reform. ITEMS FROM COUNCIL Councilman Addiego congratulated Mayor Garbarino on his reelection and welcomed and congratulated newly elected Councilmember Kevin Mullin. He also congratulated the newly elected City Clerk, Krista Martinelli-Larson, thanking the other candidates in making the election a celebration of the democratic process. Councilmember Addiego thanked Councilmembers Fernekes and Matsumoto for supporting Measures B & C. Councilwoman Matsumoto thanked the voters for passing Measures B & C. Given the shortfall forthcoming in 2009/201.0 these measures will be very helpful in pre-positioning the City for the expected economic downfall. She thanked staff for all their hard work in preparation to have the measures on the ballot; all work and time was pro bono. Councilwoman Matsumoto commended ajob-well-done for the Halloween Extravaganza and the Senior Boutique events. She invited the public to Project Re;ad's Trivia Challenge on Friday, November 16. Reporting out from the BPAC, Council of Cities, CMEC, C/CAG, SamTrans meetings: business as usual. Councilmember Fernekes also congratulated Mayor Garbarino, Kevin Mullin, and Krista Martinelli-Larson in their positions after the election. He also thanked staff, Barry Nagel and Steve Mattas for their help in passing Measures B& C since they would help increase the City's funds at no cost to residents. Day in the Park meeting was held with great end results from this year's event and looking forward to wonderful ideas for next year's centennial celebration. He attended along with Mayor Garbarino the Housing Subcommittee, including representatives from Genentech and HEART to discuss the possibilities of the City joining HEART. Genentech offered a contribution of $200,000 a year for the next five years to HEART to allow the money to be used only in South. San Francisco. The consensus of the subcommittee was to bring forth to Council for consideration of this donation. Councilman Fernekes along with Councilman Addiego met with the Kaiser Subcommittee to discuss future plans and agreed to meet again for follow up. REGULAR CITY COUNCIL MEETING November 14, 2007 MINUTES PAGE 2 Vice Mayor Gonzalez discussed the results of the WTA funding informing Council that he had met with the City of Redwood Ci1:y along with Councilmember Addiego and came to the conclusion that in order to proceed with the ferry terminal project, it was agreed that a 50/50 distribution of Measure A funding would be acceptable. Councilmember Addiego added that it became obvious that Redwood City was firm in their stance regarding the way funds were to be distributed and said that WTA Director Steve Castleberry, who also participated in the meeting, believed that the City of South San Francisco would be first in line to receive funds from WETA. Councilwoman Matsumoto requested to see a business plan for this project, stating what if ridership is not as projected and WETA decides to pull one of the boats and puts it in operation somewhere else, and voiced her concern over the County not having any representation on WETA. Vice Mayor Gonzalez suggested that WTA Director Castleberry present answers to Councilwoman Matsumoto's questions to council at a future Council Meeting. Councilmember Addiego suggested that perhaps businesses could commit to purchasing tickets for employees to use for commuting on ferries. City Manager Barry Nagel asked for direction from council to prepare a letter from Mayor Garbarino to WTA agreeing to and accepting the distribution of funds at 50/50 between the City of South San Francisco and the City of Redwood City. In addition, Vice Mayor Gonzalez mentioned he attended several events but in interest of time, he will hold over to the next meeting although he did say regarding the oil spill in the S.F. Bay that Governor Schwarzenegger gave; an order to the Department of Fish & Game to restrict all fishing in the area. Vice Mayor Gonzalez asked the public to restrict fishing in the City of South San Francisco as well. Mayor Garbarino extended his congratulations to newly elected Councilmember Kevin Mullin and City Clerk Krista Martinelli-Larson. He thanked everyone who called and sent cards to congratulate him on his reelection. He announced the birth of seventh grandchild, Gabriela Marie, born Sunday, November 4, 2007 and weighing in at 8 lbs. 7 oz. Councilwoman Matsumoto congratulated Fire Chief White and the Fire Department for an outstanding job on teaching children during Fire Prevention Week. Councilmember Addiego began discussion on the consideration of Council's Discretionary Benefit Option program and announced that council had agreed a better program for the Council's Discretionary Benefit Option would be 50% of the current cost with a cap. Councilmember Addiego added that in the year 2000 the cost for benefits was $500 for the employee in comparison. to this ye;ar's cost of $1,100. Councilmember Fernekes added this would be a cost saving for the city and would benefit employees. CONSENT CALENDAR 1. Motion to approve the minutes of City Council Study Session of October 17, 2007 and Regular Meeting of October 24, 2007 2. Motion to confirm expense claims of November 14, 2007 3. Resolution No. 1.05-2007 amending the "Fingers" Ground Lease between REST Investment and the City of South San Francisco REGULAR CITY COUNCIL MEETING November 14, 2007 MINUTES PAGE 3 4. Resolution No. 106-2007 awarding a construction contract to P C & N Construction, Inc. for the replacement of metal guardrail on Hickey Boulevard and South Spruce Avenue and amending the 2007/2008 CIP Budget -Project No. 51-13231-0804 5. Resolution No. 107-2007 authorizing the acceptance of $10,000 in grant funding from the Atkinson Foundation to support Community Learning Center programming and amending the Library Department's 2007/2008 operating budget Motion-Fernekes/Second-Matsumoto To approve Consent Calendar Items 1-5, unanimously approved by voice vote, 5-0. PUBLIC HEARING 6. An urgency ordinance of the City of South San Francisco making findings and extending a moratorium on the approval of discretionary land use entitlements for specified parcels in the El Camino Real and Sunshine Gardens sub-areas, pending completion of a specific plan Public Hearing Opened: 8:46 p.m. Chief Planner, Susy Kalkin explained the request for Council's approval of establishing a 45- day moratorium on discretionary land use entitlements for certain parcels including several that the city is in the process of purchasing from San Francisco's Public Utilities. Staff is recommending an extension of the moratorium to an additional ten months and fifteen days. The time will be used to develop a specific plan for the area by refining the scope of the project. The additional moratorium would prohibit any uses that may conflict with a contemplated zoning proposal under consideration No public speakers. Public Hearing Closed: 8:49 p.m. Motion to waive reading, introduce and adopt Urgency Ordinance No. 1391-2007 Addiego/Second-Fernekes -unanimously approved by voice vote, 5-0 ADMINISTRATIVE BUSINESS 7. Resolution No. - 108-2007 approving the installation of stop signs on Arroyo Drive at the intersection of Cuesta Drive/Capay Circle, Del Monte Avenue, Indio Drive, Lomitas Avenue/Capay Circle, and Erica Drive/Escanyo Drive Associate Civil Engineer, Tracy Scramaglia, stated the Traffic Advisory Committee (TAC) received a request for the installation of stop signs on Arroyo Drive at the intersections of Cuesta Drive/Capay Circle, Del Monte Avenue, Indio Drive, Lomitas Avenue/Capay Circle, and Erica Drive/Escanyo Drive. After reviewing the request and the intersection of Arroyo Drive and Capay Circle/Cuesta Drive, TAC concluded that it did not meet the Caltrans warrants for installation. However, City Council adopted a policy in November 2006, directing staff to consider the collection of a majority of the residents living in a 300-foot radius of the intersection. This was accomplished by 30 signatures of the 48 needed to meet the guidelines. While evaluating Arroyo Drive, staff noted several atypical stop controlled intersections with REGULAR CITY COUNCIL MEETING November 14, 2007 MINUTES PAGE 4 stop signs on only one direction of .Arroyo Drive. TAC reviewed the additional locations and recommended installation of all-way stop signs at these locations. Mayor Garbarino and Vice Mayor Gonzalez suggested defined crosswalks at these intersections. Councilmembers Addiego and Matsumoto commented that the defined crosswalks might create a false sense of safety. City Manager Nagel, suggested TAC take another look at the area and provide a report for justification for any or all intersections. Motion-Addiego/Second-Gonzalez: To approve Resolution No. - 108-2007 approving the installation of stop signs on Arroyo Drive at the intersection of Cuesta Drive/Capay Circle., Del Monte Avenue, Indio Drive, Lomitas Avenue/Capay Circle, andl Erica Drive/Escanyo Drive, unanimously approved by voice vote, 5-0. 8. Resolution No.109-2007 approving the installation of a stop sign on Junipero Serra Boulevard at King Drive Associate Civil Engineer, Tracy Scramaglia, informed Council that TAC had received a request from the Police Department for installation of a stop sign on northbound Junipero Serra Boulevard at King Drive replacing a yield sign. TAC reviewed the request at its September 26, 2007 meeting and recommended that the yield sign be replaced with a stop sign. Drivers currently neglect vehicles exiting resident's driveway at King Drive. A stop sign would require drivers to stop as opposed to yielding for eastbound traffic and allow drivers to view a vehicle exiting the nearby driveway. Motion-Gonzalez/Second-Fernekes: To approve Resolution No.109-2007 approving the installation of a stop sign on Junipero Serra Boulevard at King Drive 9. Resolution No. 110-2007 approving 2006-07 Year-End financial results and budget closing Finance Director, Jim Steele gave an overview of the 2006-2007 Year-End financial results commenting that general fund revenues have come in $3.1 million higher than budget. Much of that revenue is probably non-recurring or can slow down somewhere in the future. Some examples of those are: building east of 101 and property taxes. Building and Fire permits came in $1.1 million over budget but can be volatile. Other revenues came from charges for services with ambulance revenues, Basic Life Support and Advanced Life Support, Police Services Reimbursements, and Child Care. Interest earnings were higher due to higher reserves and higher overall portfolio earnings :rates than a year ago. Finance Director Steele, further explained the Retiree Health Obligation is on apay-as-you-go basis and recommends setting aside $3 million in the Reserve for Post-Employment (Retiree) Health Benefits budget towards that particular liability and reassured that it would not restrict Council from using these funds in an emergency. Other expenditures include: Police Department overtime needed for investigations related to six major incidents and the need to maintain minimum staffing. The Fire Department overtime reflected has been reimbursed by OES; Attorney's Office reflecting litigation and pending litigation -total of departments expenditures are $214,000 or .4% below budget. REGULAR CITY COUNCIL MEETING November 14, 2007 MINUTES PAGE 5 Councilwoman Matsumoto asked Police and Fire if the overtime in their departments are covered by the outside agencies or through program funding. Police Chief Raffaelli replied that the overtime backfill was not reimbursed; Fire Chief White replied that OES reimbursed both the overtime and the backfill. Vice T/Iayor Gonzalez asked if recent housing foreclosures would have an effect on any future revenues and property tax and Finance Director Steele thought it might have some impact but not a dramatic impact. Motion- Matsumoto/Second Addiego: - To approve Resolution No. 110-2007 approving 2006-07 Year-End financial results and budget closing 10. Review of Miller Avenue Parking Structure Design Associate Planner, Chad Smalley reported to Council that approximately 100 notices were distributed to businesses informing them of an October 29 meeting where the design team would conduct a presentation of the; different `styles' for the parking structure. The attendees (12) were informally polled at the end of the presentation and the results showed that a more "traditional" alternate was preferred and a 5'/z-story version was strongly favored. Councilmembers Addiego and Matsumoto preferred the 4% -story version to fit in with the tone of the city's downtown area. Vice Mayor agreed with the structure concept and asked if perhaps bricks could be added to the structure to hide parked cars. Council Consenus: Direct staff to proceed with the design of a 4 % level parking structure based on th.e "Traditional" style as presented. 11. Consider report on City Council Expense Reimbursement Policy and expense reports and provide direction regarding amendments to the policy, the related forms and enforcement options City Attorney, Steve Mattas, recommended to the City Council to review the report provided on City Council Expense Reimbursement Policy and Expense Reports. Mr. Mattas also suggested for consideration, that the Finance :Director or his designee to review future expense reports to confirm compliance with adopted policy. Councilman Addiego was pleased with the idea of having a mechanism to assist council with compliance of the reimbursement policy. Councilmembers Matsumoto and Fernekes reviewed the report provided by staff and came up with a dollar amount of $1,500 per councilmember for expenditures on an annual basis. Council discussed the different non-profit events, conferences, county and regional conferences, which would qualify under the `,1,500 cap. Some discussion was exchanged regarding conferences such as the BIO conferences in Chicago and Boston in regards to how many Councilmembers should attend. Vice Mayor Gonzalez commented the importance of council's attendance, support and representation is to non-profit organizations. Non profit organizations service the City of South San Francisco and the representation and attendance from the city is important for further education and knowledge of their services. He also mentioned that the League of California Cities is in conjunction with Santa Clara County and thus would fall out of the San Mateo County boundary for attendance and asked council to consider making an exception in regards to attendance- for events outside of San Mateo County. Councilwoman Matsumoto reassured the Vice Mayor the attendance to the four League of California Cities dinner/meetings throughout the year was factored into the $1,500 cap. REGULAR CITY COUNCIL MEETING November 14, 2007 MINUTES PAGE 6 Council Consensus: Recommend amendments to the City Council Handbook relating to 1) language of the City Council Expense Reimbursement Policy; and/or 2) implementation and 3) enforcement of said Policy to be agendized at the next City Council meeting. 12. Resolution No. 111-2007 authorizing an extension of the current compensation plan agreement for the South San Francisco Executive Management Unit Employees City Manager, Barry Nagel, explained to Council that staff had met with the Executive Management Unit and agreed upon the current Compensation Plan. Both parties agreed upon a standard compensation survey each year to the 60th percentile as the basis for any salary adjustment. The agreement extension has been reviewed and approved as to form by the City Attorney. Adoption of the resolution allows the extension. of the existing agreement. Councilwoman Matsumoto thanked Executive Management Unit employees recognizing the financial problems which the city will be encountering in the next few years. Motion- Fernekes/Second Matsumoto: - To approve Resolution No. 111-2007 authorizing an extension of the current compensation plan agreement for the South San Francisco Executive Management Unit Employees COMMUNITY FORUM None ADJOURNMENT Meeting was adjourned in memory of Vicky Guisti and Paul Serizawa; there being no further business before the Council, Mayor ~Garbarino adjourned the meeting at 9:54 p.m. and reconvened into RDA meeting. Respectfully submitted: Irene Soto, Interim City Clerk REGULAR CITY COUNCIL MEETING MINUTES Approved: Richard A. Garbarino, Mayor November 14, 2007 PAGE 7 ~o~~x SA~F~ AFT ~ F n U O __ N MINUTE S cgLIFOR~~P CITY COUNCIL CITE' OF SOUTH SAN FRANCISCO REGULAR MEETING MUNICIPAL SERVICE BUILDING COMMUNITY ROOM WEDNESDAY, NOVEMBER 28, 2007 7:30 P.M. CALL TO ORDER: 7:30 P.M. ROLL CALL Present: Councilmembers Addiego, Matsumoto, Fernekes; Vice Mayor Gonzalez and Mayor Garbarino Absent: PLEDGE OF ALLEGIANCE: INVOCATION: AGENDA REVIEW- PUBLIC COMMENTS None Led by Councilmember Fernekes Reverend Gabriele Schroeder, Our Redeemer's Lutheran Church No Changes None ITEMS FROM COUNCIL Councilwoman Matsumoto along with Councilman Fernekes went on a tour of the Myer's Towers project and commented hovv awesome the area looks. She requested to agendize under Items from Council the Cities of Council upcoming election on December 14. At the Improving Public Places Meeting: business as usual and volunteers are needed; a full update forthcoming in January by Public Works Director, Terry White. Councilman Addiego attended a very comprehensive talk in Half Moon Bay on a Global Warming Topic by a speaker frorri Stanford University. Some discussion was in regards to alternative energy sources and several ways of conserving energy related to fossil fuel and wind power. He also commented on the low turn-out at Library events which are very informative and perhaps more advertising would help attendance. Downtown Merchants meeting: business as usual. Councilmember Fernekes congratulated Councilmember Addiego on being appointed as the alternate commissioner for BCDC; also congratulated Councilwoman Matsumoto as the recipient of the IACC's 2007 Person of the Year Award at a ceremony on December 8. The Turkey Fun Run was a huge success with the most participation this year, he thanked the Ing Family, owners of McDonald's, who served breakfast on Thanksgiving morning. Report out from Centennial Finance Committee - 1 Platinum Sponsor, 1 Gold Sponsor, 6 Silver Sponsors and 1 Bronze Sponsor and half of the tickets for the Gala Event have been sold. Vice Mayor Gonzalez mentioned he became interested in the Global Warming cause after viewing a movie entitled "The 1 lth Hour" and would like to motivate more attendance to these types of meetings. He is urging for more public support from the Lindenville business owners after none attended a meeting regarding the Colma Creek Pump Station. He asked for Director of Public Works, Terry White, to present his report on the project at a future Council Meeting. Vice Mayor Gonzalez also attended) the Historical Old Town Home Owners Association public meeting in which there was much discussion and concern regarding the graffiti, tagging, and annoying neighbors in the area. One of the suggestions was to somehow direct the responsibility to the parents of the youth involved. He attended the very successful Community Preservation Task Force's (CPTF) electronic waste collection event at the Boy's & Girl's Club servicing the Mayfair Village neighborhood. Mayor Garbarino attended the Firc; Department Badge ceremony, Thanksgiving Fun Run, and the Dudley Perkins-Harley Davidson Celebration. He went on to mention that there were concerns regarding the City's Emergency Operating Center and asked to place the topic for discussion at a future Council meeting. Mayor Garbarino received several letters asking for appointment to various regional boards and committees. Councilmember Matsumoto as well as Councilmember Fernekes voiced their support for Jim Wheeland from Pacifica to be appointed to the Transit Authority; Councilmember Addiego deferred to Councilwoman Matsumoto as to who would be most effective in representing the City of South San Francisco in transportation matters. The item will be agendized for the December 12, 2007 meeting. Councilman Addiego thanked Councilmembers for their support in getting him appointed to BCDC. Councilmember Addiego began discussion on the consideration of Council's Discretionary Benefit Option program and announced that council had agreed that a better program for the Council's Discretionary Benefit Option would be 50% of the current cost with a cap. Councilmember Addiego added that in the year 2000 the cost for benefits was $500 for the employee in comparison to this year's cost of $1,100. Councilmember Fernekes added this would be a cost saving for the city and would benefit employees. CONSENT CALENDAR 1. Motion to confirm expense claims of November 28, 2007 Councilwoman Matsumoto asked staff to research and explain the $30,000+ expense under Fire Administration/Dispatching Services in regards to if it is an expense for all cities or is there a formula for the charge. Also, under General Engineering, Sea Bowl Entertainment Bowling Team building event charge. REGULAR CITY COUNCIL MEETING November 28, 2007 MINUTES PAGE 2 Motion-Fernekes/Second-Addiego To approve Consent Calendar Item #1 unanimously approved by voice vote, 5-0. ADMINISTRATIVE BUSINESS 2. Motion to approve the request to allow consideration of a late filed appeal Chief Planner, Susy Kalkin explained to Council for consideration, a request of a late filed appeal of a Planning Commission decision for property address of 435 Grand Avenue. She informed Council that the Planning Commission conducted a hearing and affirmed her decision to deny the appeal regarding a General Plan policy interpretation involving the property. Mr. John Penna, owner, did not meet the deadline for an appeal to the Council claiming he had not received the written Notice of Action outlining the procedure and timing for filing the appeal. Staff received a letter of appeal from Mr. Penna on November 19, 2007 and recommends that City Council allow consideration of a late filed appeal ~u1d all required documentation be filed no later than Monday, December 3, 2007. Councilmember Addiego asked Mr. Penna if he would be able to make the December 3 deadline to which Mr. Penna requested a few more days. After further discussion and explanation from City Attorney Mattas, Council approved request and set the deadline of December 3, 2007 for all required documentation to be submitted. Motion-Matsumoto/Second-:Fernekes: To approve the request allowing of a late filed appeal unanimously approved by voice vote, 5-0. 3. Adopt resolution No. 112-2007 amending sections of the City Council Handbook regarding City Council Expense Reimbursement Policy and City Council Discretionary Benefit Option City Attorney, Steve Mattas explained the amendments to the City Council Handbook summarizing the new $1,500 cap pier fiscal year on reimbursement of costs, certain costs that are not subject to the $1,500 cap (conferences, seminars, etc. outside of the Bay Area), family expenses are no longer reimbursable, and a $70 meal cap per day. New expense forms will be submitted and both the City Manager (or designee) and the Finance Director (or designee) must review and approve expense form. A log will be placed in the City Council's city vehicle for Councilmembers to log their travel mileage, dates and destinations. In regards to the City Council Discretionary Benefit Option, the City will pay up to 50% of the average of medical, dental and vision costs into an account, not to exceed $550.00 per month. Councilmembers expressed their agreement to the amendments with few questions namely the vehicle log in should be made available in the City Council car to document each mile used by anyone who drives the vehicle and the City's responsibility to fuel the vehicle. Motion-Fernekes/Second-Addiego: To approve Resolution No. 112-2007 amending sections of the City Council Handbook regarding City Council Expense Reimbursement Policy and City Council Discretionary Benefit Option; unanimously approved by voice vote, 5-0 REGULAR CITY COUNCIL MEETING November 28, 2007 MINUTES PAGE 3 4. Adopt resolution No. 113-200'7 approving application of City of South San Francisco to Housing Endowment and Regiional Trust organization (HEART) Genentech's Local Government Affairs representative, Geraldine O'Conner and HEART Executive Director, Chris Mohr, briefed Council of the benefit to the City of South San Francisco and the County of Sam Mateo by the City becoming members of HEART. Genentech's commitment of $1 million over a 5-year period would enable the City of South San Francisco to provide additional housing. Several questions regarding joining; HEART were asked by Council. Some of the questions were: are there any housing projects on the horizon in the City of South San Francisco, how does the City draw funds from Hl:?ART, how do HEART Boardmembers get appointed, and when would be the best time to join. Councilwoman Matsumoto explained City policy in regards to membership dues by joining HEART; annual contribution would cost a total of $22,404. Assistant City Managf;r, Marty Van Duyn, added that the contribution from Genentech would allow for better leveraging for additional dollars. There was discussion as to when to join being that the Councill of Cities election is on December 14 and in order to apply for a seat or sit on the HEART board, the City of South San Francisco must be a member. Motion-Fernekes/Second-Addiego: To approve Resolution No. 113-2007 approving application of City of South San Francisco to Housing Endowment and Regional Trust organization (HEART); unanimously approved by voice vote, 5-0. COMMUNITY FORUM None ADJOURNMENT Meeting was adjourned in memory of Vicky Guisti and Paul Serizawa; there being no further business before the Council, Mayor Garbarino adjourned the meeting at 9:54 p.m. and reconvened into RDA meeting. Respectfully submitted: Approved: Irene Soto, Interim City Clerk Richard A. Garbarino, Mayor REGULAR CITY COUNCIL MEETING November 28, 2007 MINUTES PAGE 4 MINUTES ®~ FT ~zx S~~ CITY COUNCIL ~o , o ~ ~ CITY OF SOUTH SAN FRANCISCO ~ ~ SPECIAL MEETING J O c'~LIFOR ~1~ WEDl~1ESDAY, DECEMBER 4, 2007 MUNICIPAL SERVICES BUILDING COMMUNITY ROOM 33 ARROYO DRIVE 1. Call to Order 7:05 p.m. (Video taped) 2 Roll Call Present: Councilmembers Addiego, Fernekes and . Matsumoto, Vice Mayor Gonzalez and Mayor Garbarino Absent: None `3. Public Comments None 4. Mayor declares the purpose; of the meeting: City Council reorganization Post Colors a Posted by Police Explorers . b. Pledge of Alle giance Led by Commissioner Prudencia Nelson c. Invocation Given by Father Agnel De Heredia, All Souls Church Introduction of Elected Officials Mayor Garbarino introduced State, County and City officials present in the audience Resolution No. 114-2007 canvassing returns and declaring results of the South San Francisco General Municipal Election on November 6, 2007 Motion-Fernekes/Second-Matsumoto: To approve Resolution No. 114-2007 canvassing returns and declaring results of the South San Francisco Genera] Municipal Election on November 6, 'Z007; unanimously approved by a 5-0 voice vote 7. Comments by Outgoing Councilmembers - Councilmember Fernekes thanked his family, friends, past and present Councilmembers, and staff for their support over the past 26 years of public service and stepped down from the dais. a. Comments by Seated Councilmembers Councilmembers Matsumoto and Addiego along with Vice Mayor Gonzalez expressed their personal sentiments to Councilmember Fernekes as outgoing Councilmember. Mayor Garbarino read and presented a Commending Resolution to Councilmember Fernekes in honor of his years of public service to the City of South San Francisco. Flowers were presented to Mrs. Fernekes. Oath of Office Administered Assemblymember Gene Mi.~llin swore in newly-elected City Clerk, Krista Martinelli-Larson as well as newly-elected Councilmember Kevin Mullin. Andrea Belforte, daughter of re- elected Councilmember G~~rbarino, administered the oath of office to her father. 9. Remarks from Incoming Elected Officials City Clerk, Krista Martinelli-Larson thanked her family and friends for their hard work during her campaign. She also thanked the public for their support and looks forward to fulfilling her service by working for them in the City Clerk's office. Councilmember Kevin Mullin thanked his family along with the other members of Council for their guidance and support. He ]looks forward to working with Council and staff during the next four years and will work very hard to meet the needs of the community. 10. Reorganization of the City Council a. Nominations for Mayor; close of nominations; appointment Motion-Matsumoto/Second-Garbarino: To nominate and elect Vice Mayor Gonzalez as Mayor; unanimously approved by 5-0 voice vote. Outgoing Mayor Garb~rrino introduced his family members, acknowledged Council, city staff and the community for their support and assistance, and reflected upon the past year and the city's accomplishments. Outgoing Mayor Garbarino concluded by passing the gavel to Incoming Mayor Gonzalez. b. Nominations for Mayor Pro Tem; close of nominations; appointment Motion-Addiego/Seconnd-Garbarino: To nominate and elect Councilwoman Matsumoto as Mayor Pro Tem; unanimously approved by voice vote. c. Oaths of office administered San Mateo County Board of Supervisor administered the oath of office to Mayor Gonzalez d. Incoming Mayor's remarks Mayor Gonzalez introduced his family, commented on the City's recent successes, and is looking forward to working for the City's future. 11. Presentation to Outgoing 1'vlayor Mayor Gonzalez presented a proclamation, gavel plaque and city logo wristwatch to Outgoing Mayor Garbarino. Flowers were presented to Mrs. Garbarino. SPECIAL CITY COUNCIL MEETII~IG DECEMBER 4, 2007 MINUTES PAGE 2 ] 2. Adjournment Being no further business,lVlayor Gonzalez adjourned the meeting at 8: l Op.m. Submitted by: Irene Soto, Interim City Clerk City of South San Francisco Approved: Pedro Gonzalez City of South San Francisco SPECIAL CITY COUNCIL MEETIrdG MINUTES DECEMBER 4, 2007 PAGE 3 DATE: December 12, 2007 TO: Honorable Mayor and City Council FROM: Valerie Sommer, Library Director SUBJECT: RESOLUTION AUTHORIZING THE ACCEPTANCE OF $5,000 IN GRANT FUNDING FROM 'THE EDWARDS FAMILY FUND TO SUPPORT THE PURCHASE OF BOOKS FOR ELEMENTARY SCHOOL AGE CHILDREN AND AMENDING THE LIBRARY DEPARTMENT'S 2007/2008 OPERATING BUDGET RECOMMENDATION It is recommended that the City Council adopt a resolution authorizing the acceptance of grant funding in the amount of $5,000 fra~m The Edwards Family Fund to purchase books for elementary school age children and amend the Library Department's operating budget for fiscal year 2007/2008. BACKGROUND Children's Services, South San Francisco Publie Library, has received a $5,000 grant from The Edwards Family Fund, an "advised fund" of Silicon Va11_ey Community Foundation. The purpose of this grant is to purchase books for elementary school age children for circulation at the Main and Grand Avenue Branch libraries. This grant was made possible by an anonymous donation to the Edwards Family Fund. FUNDING: The funds will be used to amend this year's operating budget of the Library Department. Receipt of these funds does not commit the City to ongoing support after the close of the funding cycle. CONCLUSION: Receipt of these funds will increase the Library's book budget for children's books and allow us to purchase additional books for local elementary school age children. It is recommended that the City Council accept $5,000 in grant funding to support the Children's Services book budget and amend the Library Department's fiscal year 2007/2008 operating budget. Valerie Sommer Library Director Attachments: Resolution Approve y g f ;~ ~, arry .Nagel Cit Mana er Grant Award Letter RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING THE ACCEPTANCE OF $5,000 IN GRANT FUNDING FROM THE EDWARDS FAMILY FUND TO PURCHASE BOOKS FOR THE CHILDREN'S COLLECTION AND AMENDING THE LIBRARY DEPARTMENT'S 2007/2008 OPERATING BUDGET WHEREAS, staff recommends the acceptance of $5,000 in grant funds from The Edwards Family Fund to purchase books for e;lementary school age children; and WHEREAS, the funds will be used to amend this year's operating budget of the Library Department. NOW, THEREFORE, BE I'l[' RESOLVED by the City Council of the City of South San Francisco that the City Council hereby accepts $5,000 in grant funds from The Edwards Family Fund to purchase children's books to be circulated in the Library collection and amends the 2007-2008 Operating Budget to reflect an increase of $5,000 to the Library Department's budget. I hereby certify that the fore€;oing Resolution was regularly introduced and adopted by the City Council of the City of South Sant Francisco at a regular meeting held on the , 2007 by the following vote: AYES NOES: ABSTAIN: ABSENT: ATTEST: City Clerk 2007-12-12 SVCF donation Reso.doc The Edwards Family Fund November 16, 2007 1\ls. Valerie Sommer Library Director South San Francisco Public Library Grand Avenue Branch 306 ~}Vahnlt Avenue South San 1rancisco, C1~ 9'IOSO Dear Ms. Sommer, SILICON cognnZUnity VALLEY foundation tiERl-1~A'GSA,V.A-l.1Tf0:1ND5:4i~'T,1 CLIRACOU,VTIES At the recommendation of an anonymous donor, we arc pleased to award South San Francisco Public Library a grant of X5,000.00 :From The Edwards family Fund, an advised fund of Silicon Valley Conununity Foundation. Tlus grant is for support to purchase books for elementary school age children only at the Main Library and the Grand Avenue Branch. A report at the end of the 2007 - 2008 school year is required. Please note that by accepting the enclosed check, your organization confirms that: • individuals connected with this grant recominend'ation will receive no benefits, goods or services in exchange for this grant; • this grant will not be used to satisfy the payment of apse-existing pledge or other fuiancial obligation; • this grant will be used solely for the purpose specified iii this letter and is not for the personal benefit of an individual. If the izindholder has reconunended support for an individual's work at your organization, your organization retains discretion over the funds, uicluding the right to use the gift to support a different person. Any funds not used for the purposes specified ul this letter `vill be returned to Silicon Valley Comtnuriity Foundation. For information on how to recognize this grant, please refer to the guidelines on the back of this letter. ~YIe appreciate the work of your organization and are pleased to support your efforts. Suicerely, Debbie Silveira Senior Director, Grants and Gifts Administration Grant #: ?007-04773 (2113) 2440 West El Camino Real, Suite 300 ~ Mountain View, California 94040-1498 ~ tel: 650.450.5400 ~ tax: 650.450.5401 ~ www.siliconvalleycEorg ~~, ~~ - -- ~ ~ ;y~ it r• ~,, ~+. ~ ill .~I`I il(ilil ~I~I~ .~I', ~..~~ !~ ..~iil;l~.`, ~ i~1~~il~.~i,~lll. ~~I:'il .. 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',I~~.!l1V Iftii ~~{~ICtill ~~ i~~('V' +_(~i~~llllt i~'i ~'~' (~ ',!Ilii'_, IIJf?. ~o~~x„s~~~ AGENDA ITEM # 4 0 ~, J O c'~LIFOR~IA taff e ort DATE: December 12, 2007 TO: The Honorable Mayor and City Council FROM: Jim Steele, Finance Director SUBJECT: RESOLUTION OF THE CITY COUNCIL, OF THE CITY OF SOUTH SAN FRANCISCO DECLARING ITS INTENT TO ISSUE TAX-EXEMPT OBLIGATIONS 7'O BE USED TO REIMBURSE THE CITY FOR EXPENDITURES PRIOR TO THE ISSUANCE OF SUCH TAX-EXEMPT OBLIGATIONS, AND AUTHORIZING THE CITY MANAGER TO SIGN LEASE DOCUMENTS RELATED TO LEASE/PURCHASE OF FIRE ENGINES RECOMMENDATION: It is recommended that the City Council adopt a resolution declaring its intention to use tax exempt lease proceeds to reimburse the City for the purchase of two fire engines that have been budgeted in the 2007-08 budget. The resolution also authorizes the City Manager to execute lease documents for the fire engines in a program through the Association of Bay Area Governments (ABAG) Leasing Program. BACKGROUND/DISCUSSION: The Council has approved replacement of two fire engines in the 2007-08 equipment replacement budget, shown in two budget document page attachments. The budget anticipated that those two vehicles would be acquired with lease financing, as those pages show. The City's practice has been to fund the acquisition of expensivf: pieces of equipment using lease/purchase financing to preserve cash. Because interest rates are relatively low by historical standards, the proposed option comes at minimal cost to the City. ABAG offers a leasing program through the ABAG Financial Services division. The ABAG Leasing Program is designed to provide cities and other agencies with the lowest possible market lease rates on atax-exempt basis. The advantage in using the ABAG Leasing Program is that lower interest rates can be obtained through comlretitive bidding with minimal administrative fees. The Municipal Finance Corporation will facilitate the bidding process for ABAG and the City and will recommend qualifying bidders to the City. Access to a wider range of lenders should result in lower rates for the City's leasing transactions. The Municipal Finance Corporation will also assist the City in negotiating lease purchase terms and preparing the final lease documents. Staff Report Subject: Fire Trucks Lease Purchase Page 2 Under the ABAG Leasing Program, the City's acquisition costs of approximately $906,000 will be reimbursed from lease proceeds, and the City will make payments over the term of the leases, usually 7-12 years. Under Internal Revenue Service (IR.S) guidelines, if the City wishes to use tax-exempt lease proceeds to reimburse itself after the fact fo:r an equipment purchase, the City must declare its intention to reimburse itself. The attached resolution contains the necessary language to secure tax exempt financing, and authorizes the City Manager to execute final lease documents on behalf of the City. FISCAL IMPACT: The purchase cost for the two vehicles has been budgeted at $906,000. CONCLUSION: The ABAG financing program will. provide cost effective financing for the replacement of two key pieces of the City's fleet. By:~ ~ Approve / `" Jirr} Steele Barry M. Nagel Firnce Director City Manager Attachments: Resolution Budget Document page JN/JS/BN:ed RESOLUTION NO. RESOLUTION OF TH[E CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO DECLARING ITS INTENT TO ISSUE TAX-EXEMPT OBLIGATIONS TO BE USED TO REIMBURSE THE CITY FOR EXPENDITURES PRIOR TO THE ISSUANCE OF SUCH TAX-EXEMPT OBLIGATIONS, AND AUTHORIZING THE CITY MANAGER TO SIGN LEASE DOCUMENTS RELATED TO LEASElPURCHASE OF FIRE ENGINES WHEREAS, the City of South San Francisco (the "City") desires and intends to finance the acquisition of two fire engines (the "Property"); and WHEREAS, the City expects to cause the issuance of tax-exempt obligations for the purpose of providing financing for all or a portion of the Property in a principal amount of approximately $906,000.00 (the "Obligations"); and WHEREAS, the City expects to incur certain Property expenditures and to pay for such expenditures from the City's money on hand prior to the execution and delivery of the Obligations (the "Reimbursement Expenditures"); and WHEREAS, the City reasonably expects to use all or a portion of the proceeds of the Obligations to reimburse the City for expenditures made prior to the date the Obligations are entered into; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Declaration of C-fficial Intent. The City hereby declares its official intent, subject to the further approval of this City Council, to use approximately $906,000.00 of the proceeds of the Obligations to reimburse itself for the Reimbursement Expenditures. It is intended that this Resolution shall constitute a declaration of "official intent" within the meaning of Section 1.150-2 of the Treasury Regulations promulgated under Section 150 of the Internal Revenue Code of 1986, as amended. Section 2. City Manager Authorized to Sign Lease Documents. The City Manager is hereby authorized to execute a Lease with Option to Purchase and to execute all other agreements, documents, and certificates to finance the Property, provided that the principal amount of the lease shall not exceed ~'~950,000 the lease term shall not exceed ten years and the interest rate shall not exceed ~.~%. Section 3. Other Approval;. The adoption of this Resolution shall not bind the City to proceed with execution and delivery of the Obligations until and unless all other necessary actions and approvals are taken or received in accordance with all applicable laws. 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 regular meeting held on the 12`h day of December, 2007 by the following vote: AYES NOES: ABSTAIN: ABSENT: ATTEST: City Clerk 103482 I.1 O n 0 O N N Z W W U j I, W J Q Z W H Z o ~ t U a~ o ~° C E N N c4 O ti O V r-' O OL N d d C' V ~I °~ o '0 0 d N d o lG4 t U ~ ~ d d O ~ U LL 'O C ~ am LL ++ = y O O O O ~ d N V ~ ~ O i O O ~, O O C aN ~ O .~ Q. O W Q N l4 O 7 ' V O ag 0 0 0 0 00000 O O ~O O N tt) ~ O ~r°~°o ~ n o ' to N r N .M~.. 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RECOMMENDATION: It is recommended that the City Council adopt a resolution approving a lease agreement between the City, the San Mateo County Harbor District, and the San Francisco Bay Water Transit Authority ("WTA") for ferry service and construction of improvements ,at the Oyster Point Marina. BACKGROUND/DISCUSSION: The City owns the Oyster Point Marina. Pursuant to the Joint Powers Agreement between the City and the San Mateo County Harbor District ("District"), the District is authorized to negotiate and enter into leases with private and public entities for the improvement of the Oyster Point Marina ("Marina"). The San Francisco Bay Water Transit Authority ("WTA") approached the District to lease a portion of the Marina for operation of a ferry terminal. summary, if approved, the Ground Lease and License ("Lease") would: • Confer rights for 55 years of ferry sen~ice and installation of improvements up to 15 feet above ground to the WTA. • Require the WTA to pay "rent" to the District in the form of a one-time, nonrefundable lump-sum payment of $3.32 million ("Payment"). o This Payment will come from the San Mateo County Transportation Authority ("County Authority") and will reimburse the District for costs it has and will expend in dredging and constructing the new breakwater wall. o The WTA shall cease to exist on January 1, 2008, and a new agency called the Water Emergency Transit Authority ("WETA") will come into existence and perform similar functions. To ensure that the District receives the Payment, the lease provides that, when and if the City receives the Payment from the County Authority, it will remit it directly to the District. To: Honorable Mayor and Cin~ Council Date: December 12, 2007 Re: Approve a Resolution Approving Oyster Point Marina FertS~ Terminal Lease • Give WTA the right first to negotiate after expiration. • Terminate the Lease if the WTA does not obtain a building permit within 270 days after the effective date. • Require the WTA to pay all applicables taxes, utilities, services, and assessments • Require the WTA to store and use ha~:ardous materials in accordance with all laws and environmental regulations and indemnify District and City against related claims. • Require all reasonable measures to be taken by the WTA to avoid pollution on land and water. • Hold the WTA responsible for mitigating exhaust emissions and other operating impact on marine/aquatic life, water quality, and shorelines • Require the WTA to provide custodial maintenance and keep all premises in good condition, working order, and repair. • Require the WTA and District to coordinate a detailed emergency plan. • Mandate that the WTA indemnify the District and the City against all related claims and liability. • Require the WTA to meet the City's general insurance requirements and also maintain excess liability insurance of at least $5 million dollars. • Subject all disputes between parties to mediation and arbitration. FUNDING The lease does not obligate the City to any financial contributions. CONCLUSION It is recommended that the City Council adopt a resolution approving the Oyster Point Marina Ferry Terminal Ground Lease and License with the San Francisco Bay Water Transit Authority and the San Mateo County Harbor District. By: ~- ~ c _ rry Nagel City Manager Attachment: Resolution Exhibit A Ground Lease 1036603.1 IESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING A GROUND LEASE AND LICENSE BETWEEN THE CITY OF SOUTH SAN FRANCISCO, THE SAN MATEO COUNTY HARBOR DISTRICT, AND TF~ SAN FRANCISCO BAY WATER TRANSIT AUTHORITY FOR THE OYSTER POINT MARINA FERRY TERNIlNAL WHEREAS, the City owns the real property and water area known as Oyster Point Marina ("Marina"); and WHEREAS, in 1997, the San Mateo County Harbor District ("Harbor District") entered into a Joint Powers Agreement with the City to control and operate the Marina; and WHEREAS, the San Franci>co Bay Water Transit Authority ("WTA") desires to lease from the Harbor District a portion of the Marina known as the Oyster Point Ferry Terminal ("Ferry Terminal"); and WHEREAS, Ground Lease and License ("Lease") would confer upon the WTA rights over the Ferry Terminal for ferry service operations and improvements installation up to 15 feet above ground level for fifty-five years; and WHEREAS, the Lease obligates the WTA to make aone-time rental payment of $3.32 million dollars ("Payment") to the Harbor District; and WHEREAS, on January 1St, 2008, the WTA shall cease to exist and a new agency called the Water Emergency Transit Authority ("WETA") shall come into existence to perform similar functions; and WHEREAS, if and when the San Mateo County Transportation Authority transfers the full Payment to City, under the Lease, the City will then remit the Payment to the Harbor District on behalf of the WTA/WETA. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco does hereby: 1. Approve the "Ground Lease and License" by and between the City of South San Francisco, the San Mateo County l3arbor District, and the San Francisco Bay Water Transit Authority, substantially in the form set forth in Exhibit A, attached hereto, but subject to revision as deemed appropriate by the City Attorney; and 1036396 2. Authorize the City Manager to sign and execute, on behalf of the City, the Ground Lease, substantially in the form as s.et forth in Exhibit A, attached hereto, but subject to revision as deemed appropriate by the City Attorney. 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 day of _, 2007 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk 1036396 Exhibit A Ground Lease 10;6;96 GROUND LEASE AND LICENSE This Ground Lease and License (Lease) is made and entered into as of this day of December 2007, by and between Sari Mateo County Harbor District ("Landlord"), having its principal place of business at 400 Oyster Point Blvd. Suite 300 South San Francisco, CA 94080, the City of South San Francisco ("City"), having its principal place of business at 400 Grand Avenue South San Francisco, CA 94080, and San Francisco Bay Area Water Transit Authority, ("Tenant"), having its principal place of business at Pier 9, Suite 11 1, San Francisco, CA 94111 with references to the following fact;> and objectives: RECITALS WHEREAS, the City is the owner and Landlord is the operator of those certain parcels of real property and water areas situated in the County of San Mateo, State of California and more commonly known as Oyster Point MarinalPark ("Marina"), the legal description of which is attached hereto as Exhibit 1. The Marina is controlled and operated by Landlord pursuant to a Joint Powers Agreement executed by and between Landlord and the City in October 1977, which is in full force and effect for a period of forty-nine (49) years from November 1 1, 1977. The City desires to be bound by the relevant provisions of this Lease pursuant to the Joint Powers Agreement with Landlord and as successor to Landlord upon expiration of the Joint Powers Agreement. WHEREAS, Tenant desires to lease from Landlord and Landlord agrees to lease to Tenant a portion of the Marina, more particul<~rly described in Exhibit A attached hereto and by this reference made a part hereof for the sole purpose of constructing and operating the Oyster Point Ferry Terminal ("Terminal") (more particularly described in Exhibit "B" attached hereto and incorporated by reference herein) pursuant to the Provisions stated in this Lease. WHEREAS, Landlord grants to Tenant, subject to all of the terms, covenants, and conditions of this Lease, the exclusive right to construct and operate the Terminal (including removal of existing docks 9 and 10 and dredgin<.; activities within the leased Premises), land common carrier ferry vessels for the purposes of passenger embarkation and debarkation, use fifty (50) vehicle parking spaces, and refuel ferry vessels at the Terminal located between the Oyster Point Harbor Master's office and Dock 11 of the D/Iarina, conditioned upon the Terminal not including any signs which exceed a total of forty (40) feet in height and Tenant not using any vehicle parking space or area controlled and operated by Landlord without prior written permission from Landlord. WHEREAS, other than the warranties set forth in Paragraph 7 of this Lease, Tenant acknowledges that Landlord has made no representations, express or implied, to Tenant regarding suitability for Tenant's purposes or t:he condition of the property, including representations regarding bottom sediments and zoniing. Now, therefore, for and in consideration of the Premises and of the mutual obligations, agreements, and representations and warranties herein contained, the parties do hereby agree as follows: TERMS AND DEFINITIONS As used in this Lease, the following words and phrases have the following meanings: Alteration: any addition or change to, or modification of, the Premises or demolition and construction of new Improvements made by Tenant. Approvals: those permissions required by law or regulation prior to, or during, the construction and operation of the proposed Terminal. City: the City of South San Francisco. Commencement Date: the date upon which Tenant receives its certificate of occupancy or functional equivalent. Damage: injury, deterioration, destn.~ction, or loss to a person or property, damage includes death. Damages: a monetary compensation. or indemnity that can be recovered by any Person who has suffered Damage to his Person, property, or rights through another's act or omission. Default: any condition or event which constitutes or ~~hich, after notice or lapse of time, or both would constitute an Event of Defauh. Effective Date: Date of execution oi~the Lease by all parties hereto. Expiration: the coming to an end of the time specified in the Lease as its duration, including any Extension Term. Facility: shall mean and refer to the Terminal and/or passenger loading and unloading area on land and/or parking spaces that, subject to the terms and conditions hereof, are to be constructed and operated by Tenant on the Premises. Good Condition: the good physical condition of the Premises and each portion thereof. "In Good Condition" means in good order and repair, clean, broom clean, free of graffiti and accumulated trash, and fully operative. Hazardous Material: any hazardous or toxic substance, material or waste that is or becomes regulated by any local government authority, the State of California or the United States Government. Impositions: all taxes and assessments due during the Lease Term. Improvements: all buildings (including the Facility), pilings, floats, dock areas, fixtures, sidewalks, curbs, gutters, paved areas, structures, signs, water wells, water supply systems, sewage systems, waste water systems, fencing, utility systems, parking area improvements, service and trash area improvements, landscaping, lighting, exterior fountains, sculptures, flags, banners or historic artifacts, or any other improvements now or hereafter constructed or maintained on the Premises or any alteration or additions thereto, except for Tenant's Personal Property. Insurance Requirements: all terms of any insurance policy covering or applicable to the Premises or any part thereof, all requirements of the issuer of any such policy, and all orders, rules, regulations and other requirements of~the National Board of Fire Underwriters (or any other body exercising similar functions) applicable to or affecting the Premises or any alteration or part thereof or any use or condition of the Premises or any part thereof. Landlord: San Mateo County Harbor District, constituted pursuant to the Joint Powers Agreement, effective November 11, 1.977, recorded on October 15, 1984, as Recorder's Serial No. 84111706, San Mateo County Official Records, and as amended from time to time. "Landlord" shall also mean the City, when it becomes the successor to the interest of San Mateo County Harbor District upon the expiiration of said Joint Powers Agreement. Law: any judicial decision, statute, constitution, ordinance, resolution, regulation, rule, administrative order, or other requirement of any municipal, county, state, federal or other government agency or authority having jurisdiction over the parties or the Premises, in effect either at the time of execution of the Lease or at any time during the Lease Term, including without limitation, any regulation or order of aquasi-official entity or body. Lease: this Lease. Legal Requirements: all laws, statutes, codes, acts, ordinances, orders, judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations, directions and requirements of all governments, departments, commissions, boards, courts, authorities, agencies, officials and officers, foreseen or unforeseen, ordinary or extraordinary, which now or any or at any time hereafter may be applicable to the Premises or any part thereof or any of the adjoining sidewalks, curbs, streets or ways, or any use or condition of the Premises or any part thereon. License: The exclusive right to land common carrier Ferry vessels solely for the purpose of refueling and passenger embarkation and debarkation at the Oyster Point Ferry Terminal, which license is incorporated by reference and is a part of this lease. Maintenance: that replacement, repainting, and cleaning, and such labor and materials as are required, to keep the Facility and any associated landscaping healthy, safe, functional and aesthetically pleasing and in compliance with all Legal Requirements imposed by the City. Person: any individual, corporation, association, partnership, joint venture, organization, or any other business entity, or a governmental or political unit or agency. Premises: as defined in the Recitals, herein, and including all improvements constructed by the Tenant thereon during the Lease Term. Project: development, construction, and operation of the Terminal and all related facilities and appurtenances. Provision: any Lease term, agreement, covenant, condition, clause, qualification, restriction, reservation, or other stipulation in the Lease that defines or otherwise controls, establishes or limits the performance required or pE;rmitted by either party. Rent: All charges payable by Tenant to Landlord. Restoration: the reconstruction, rehabilitation, and repairs necessary to return destroyed portions of the Premises and other property to substantially the same physical condition as they were before the Destruction. Tenant's Personal Property: the equipment, signs, furniture, furnishings, merchandise, and moveable property placed in the Prernises by the Tenant which have not become fixtures. Termination: the ending of the Lease Term for any reason before Expiration. Terminal: the Oyster Point Ferry Terminal and all land and water area, structures and other improvements thereto that are included in Exhibit "B" of this Lease. Unavoidable Delavs: delays due to strikes, acts of God, governmental restrictions, enemy action, riot, civil commotion, fire, unavoidable casualty or any other causes beyond the control of Landlord or Tenant, as the case may be; provided, however, that no delay may be deemed unavoidable if Landlord would be in danger of incurring any civil or criminal liability for Tenant's failure to perform any act required by this Lease. In the event of a delay which would qualify as an Unavoidable Delay as defined herein but for the danger of the Landlord incurring civil liability, such delay shall be deemed to be an UUnavoidable Delay if Tenant agrees in writing to indemnify Landlord and hold it harmless from and against any liability, damage, cost, expense, claim or cause of action, including without linnitation, reasonable attorney's fees incurred by Landlord as a result of such delay. Unavoidable delays shall not include delays resulting from either (a) Tenant's inability to obtain sufficient funds or firm financing commitments to complete construction or (b) inability of Tenant to obtain a building permit issued by the City as provided for in Paragraph 2.4 of this Lease. 2. AGREEMENT TO LEASE 2.1. Prernises Leased. Upon and subject to the conditions and limitations set forth below, Landlord leases to Tenant, and Tenant leases from Landlord, the Premises, together with all rights-of--way or rights of use servitudes, licenses, tenements, hereditaments, appurtenances and easements now or hereafter belonging or pertaining to any of the Premises. However, this Lease confers no rights with regard to the subsurface of the Premises more than fifteen (15) feet below ground level, except to the extent necessary to install pilings or other support for the Improvements, nor does it confer rights to airspace above the roof of the Facility other than air space rights for signs which may be placed upon the roof of the Facility, provided that the total height of the Facility including the si;;ns, shall not exceed forty (40) feet. The parties hereto agree that said letting and hiring is upon and subject to the terms, covenants and conditions herein set forth and Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all its terms, covenants and conditions. Landlord shall take no action with respect to its reserved subsurface rights that would endanger or impair the Improvements or interfere with the activities taking place on the Premises. The City hereby consents to the Lease as pursuant to the Joint Powers Agreement with Landlord and as successor to Landlord upon expiration of the Joint Powers Agreement. 2.1.1. Purpose of Lease and Related Services. The ultimate purpose of the Lease for the benefit of the public is the complete and continuous use of the Facilities. All facilities and services shall be made available to the public without any illegal discrimination as defined by California Federal law. The immediate purpose of this Lease is the development of the Premises for construction, operations and Maintenance of the Terminal. It is agreed that the ultimate and immediate purposes are consistent and compatible. Accordingly, Tenant covenants and agrees to operate said Premises fully and continuously to accomplish said purpose consistent with sound business practice and subject to the terms of this Lease. 2.1.2. Cooperation Among Tenants. Tenant shall cooperate with all other tenants of Landlord who will be operating enterprises in the vicinity of the Premises, and shall conduct its operations so as to avoid interference with the operations of other tenants. Landlord may, but is not required to, resolve any difference or conflict which may arise between Tenant and other tenants operating enterprises in the vicinity of the Premises. If the operations of Tenant are impaired because of any acts or omissions of such other tenants, Tenant shall have no claim against Landlord on that account. 2.2. Lease Term. The term of the Lease (the "Lease Term") shall commence on the Commencement Date and expire at midnight on the same day fifty-five (5~) years subsequent thereto, subject to any options to extend. Promptly following commencement of the Lease Term, Landlord, Tenant and the City shall execute an amendment confirming the Commencement and Expiration Dates of the Lease, which shall be recorded. 2.2.1 Rent Payment. Tenant agrees that rent in the amount of $ 3,320,000 ("Rent") shall be owed to Landlord in one lump sum, payable on behalf of Tenant and/or its successor, by the City. The parties contemplate that the City will receive its share of San Mateo County Measure A Transportation Authority ("Transporl:ation Authority") funds in the first quarter or the second quarter of 2008. Upon receipt of these fiznds, the City shall immediately pay Landlord the Rent. The City shall have no obligation to pay Landlord the Rent until receipt of said funds from the Transportation Authority. Landlord shall have no obligation to expend any money or undertake any tasks to facilitate construction of the Facility until it receives the Rent from the City. Upon receipt of the Rent, Landlord shall implement demolition of Oyster Point Marina docks 9 and 10 and other associated facilities as provided for in this Lease, and commence dredging of the water portion of the leased Premises in the ]East Basin pursuant to amendments to the District's existing contract with Tenant entered into on February 27, 2007, reproduced as Exhibit and incorporated by reference herein. 2.2.2 Right of Entry. During the period commencing upon the Effective Date and continuing through the Commencement Date, Tenant shall have a revocable license to enter the Premises for the purpose of conducting studies, investigations and construction of the Facilities. Such license shall be revocable only in the event of a Default by Tenant beyond notice and the expiration of any applicable grace period set forth in this Lease. However, if all Parties fail to execute this Lease on or before December 3I, 2007, Landlord shall have the immediate and unconditional right, at its sole and absolute discretion, to revoh:e Tenant's right of entry to the Premises. During this period Landlord shall not use the Premises in a manner which results in an increase in construction costs of the Facilities or interferes with the progress of Tenant's construction of the Facilities. Tenant shall have no vested or possessory interest in the Premises during this period except for its right and title to the improvements it constructs thereon. During this period, Tenant shall maintain. insurance coverage as provided elsewhere in this Lease. 2.3. Tenant's First. Right to Negol:iate. If Landlord desires to continue leasing the Premises following the Expiration of the term of this Lease, Landlord shall notify Tenant in writing (`Landlord's Notification") of such desire at least 180 days but not more than one year prior to the Expiration of the term. Landlord. and Tenant will thereafter meet to negotiate in good faith the terms and conditions of a new lease. If within ninety (90) days after Tenant receives Landlord's Notification, Tenant and Landlord are unable to agree on terms for a new Lease, then Landlord shall be permitted to enter into negotiations with any third party for lease of the Premises. 2.3.1. Tenant's Right of First Refusal. In addition to Tenant's other rights as set forth elsewhere in this Lease, during the term of this Lease and for a period of six (6) months following its Expiration, in any instance in which Landlord makes an offer to a third party to lease the Premises, receives an offer from a third party to lease the Premises or negotiates a written lease with a third party to lease the Premises (subject and subordinate to Tenant's prior rights under this Lease so long as this Lease is in effect), Landlord shall, before accepting any such offer or entering into any written lease with a third party for the Premises, give Tenant written notice of all the terms and conditions of said offer or written lease and Tenant shall have sixty (60) days from the date of Landlord's notice to give. Landlord written notice that Tenant elects to enter into a written lease of the Premises upon tl~e terms and conditions set forth in Landlord's notice. If Tenant does not elect to accept the terms and conditions of the written lease set forth in Landlord's notice, Landlord shall have a period of six (6) months in which to enter into a written lease with said third party on said terms and conditions: provided however, that in the event of any change in the terms and conditions from those set forth in Landlord's notice, Landlord shall be required to give Tenant a new written notice of the new terms and conditions and Tenant shall have another sixty (60) day period in which to notify Landlord that Tenant accepts the new terms and conditions. 2.4. Early Termination / Inability to Obtain Building Permit. If Tenant is unable to obtain a building permit from the City to construct the Improvements as provided in Article 8 hereof, this Lease will terminate immediately unless the requirement for- a building permit is waived in writing by Landlord by delivery of written notice to Tenant. Upon such notice of waiver, each party shall be released from its obligations under this Lease effective upon the date of such notice. 2.5. End of Lease Term. 2.5.1. Surrender. Upon the Expiration or other Termination of the Lease Term, Tenant shall quit and surrender to Landlord, or Landlord's successor in interest, the Premises including all Improvements in Good Condition except for [a] ordinary wear and tear occurring after the last necessary Maintenance made by Tenant, or [b] destruction to the Premises covered by Paragraphs 13.1 and 13.2. Ally damage or deterioration of the Premises shall not be deemed ordinary wear and tear if the same could have been prevented by good Maintenance practices. Tenant hereby agrees to execute all documents as Landlord may reasonably deem necessary to evidence any Termination of the Lease Term. If Tenant fails to surrender the Premises to Landlord on Expiration or Termination of the Lease Term as required by this Paragraph, 'Tenant shall indemnify, defend and hold Landlord harmless from all Damages resulting from Tenant's failure to surrender the Premises, included but not limited to and without limitation, claims made by a succeeding tenant resulting from Tenant's failure to surrender the Premises, and Tenant waives all claims against Landlord for any Damage to Tenant resulting from Landlord's retention or disposition of any Improvements, Alterations, or Tenant's Personal Property. Tenant shall be liable to Landlord for all costs incurred by Landlord for storing, removing, or disposing of any Improvements, Alterations, or Tenant's Personal Property. In addition, Tenant shall bf; liable to Landlord for any Damages Landlord may sustain as a result of such failure to surrender and shall pay all costs and attorney's fees as inay be necessary to evict Tenant. The voluntary or other surrender of 1:his Lease by Tenant, or a mutual cancellation thereon, shall not work a merger, and shall, at the option of Landlord, operate as an assignment to it of any or all subleases or subtenancies. 2.5.2 Tenant's Personal Property. Tenant shall remove all of Tenant's Personal Property, and shall perform all Restoration made necessary by the removal of such Personal Property, at or prior to the Expiration or Termination of the Lease Term. Landlord may remove any of the Tenant's Personal Property that Tenant has not removed from the Premises on Expiration or Termination of the Lease Term and store Tenant's Personal Property in a public warehouse or elsewhere for such a period of time as may be required by applicable Law, after which time Landlord may retain or dispose of all such property in accordance with applicable Law. Tenant waives all claims against Landlord for any Damage to Tenant resulting from Landlord's retention or disposition of any Tenant's Personal Property as provided herein. Tenant shall be liable to Landlord for Landlord's costs for storing, removing and disposing of any Tenant's Personal Property. 2.5.3 Ownership of Improvements. Upon Expiration or Termination of this Lease, title to such immovable Improvements, including all buildings, structures, Fixtures and facilities constructed or placed within the leased Premises by 'Tenant, which are or have been within the Lease Term attached or fastened to the ground, deck, floor or walls of a structure, such that they cannot be removed without damage to the Premises, shall become the property of Landlord or Landlord's successor in interest at the Expiration. of the Lease or upon earlier Termination thereof and Tenant shall execute such instrument:; as may be reasonably required by Landlord confirming Landlord's title to the improvements located on the Premises. 2.6. Holding Over. Unless the Term of the Lease is extended by the parties, any holding over by Tenant after- the Expiration or Termination of this Lease, and any acceptance of Rent by Landlord thereafter, shall not constitute a renewal or give Tenant any rights hereunder in the Premises, except with the prior written consent of Landlord, which consent may be withheld for any reason whatsoever. Arty holding over by Tenant after the Expiration or Termination of this Lease, with the written consent of Landlord, shall be construed to be a tenancy from month to month, and shall be terminable upon thirty (30) days written notice given by either Landlord or Tenant. All the terms, covenants, conditions, and Provisions of this Lease shall apply to any such month-to-month tenancy. Landlord :>hall respond to request to holdover within a reasonable time. If Tenant holds over after the Expiration or• Termination of this Lease without the express written consent of Landlord, Tenant shall become a tenant at sufferance only, and othertivise subject to the terms, covenants, conditions, and Provisions herein specified, so far as applicable. During any holding over period as described by this provision, Tenant shall pay to Landlord a monthly Rent equal to 125% of the monthly pro-rated amount of the one-time, lump-sum payment made by Tenant, adjusted for inflation as measured by the percent change in the U. S. Department of Labor, Bureau of labor Statistics Consumer Price Index for San Francisco-Oakland-San Jose (1982-1984 base) between the Effective Date of this Lease and the commencement of any holding over period. Nothing in this Paragraph 2.6 shall be construed as consent by Landlord to any holding over by Tenant. 3. IMPOSITIONS Due to its status as a government entity, Tenant is not subject to real property taxation. Tenant agrees to provide such information as maybe requested by Landlord to enable Landlord to comply with any reporting requirements of appropriate taxing authorities under applicable Law. 4. UTILITIES, SERVICES AND ASSESSMENTS Tenant shall make all arrangements for and pay to the appropriate supplier for all utilities and services directly furnished to or used by it including, without limitation, gas, water, electricity, sewer, and telephone services and for all connection charges for such utilities and services. Tenant, including any future successors and assigns, shall also pay for any applicable taxes and assessments levied upon machines, appliances or property owned or used by Tenant. Landlord shall not be liable in Damages or otherwise for any failure or interruption of (i) any utility service furnished to the Premises, or (ii) the heating, ventilating, and air conditioning systems. S. USE, LIMITATIONS ON USE 5.1. Use. Tenant shall use the Premises for constructing and operating the Terminal as set forth in Exhibit "B" attached hereto and incorporated by reference herein. Upon completion of construction, the Terminal shall be usF;d for vessels operating for the public convenience and necessity in point to point sailings on specific Service Routes as defined in paragraph 5.2.11 below at the Terminal landing docks as set forth in the landing schedule attached hereto and incorporated by reference herein as Exhibit "C". A Service Route as used herein is defined as a continuous trip between two or more points, at least one of which is the Terminal. At Tenant's request, Landlord shall allocate up to fifty (50) vehicle parking spaces for use by Tenant iri an area designated by Landlord convenient to the Premises. Tenant's use of the Premises for the use provided for herein shall not impede tlhe public's use of the existing public bicycle/pedestrian trail to and along the Marina and San Francisco Bay shoreline. 5.2. Limitations on Use. Tenant's use of the Premises shall be in accordance with this Paragraph 5.2. 5.2.1. Prohibited Uses. The parties Hereto agree that the following acts, occurrences or conduct by Tenant on or from the Premises are strictly prohibited: a) Engaging in, assisting, aiding or abetting in any act that constitutes a violation of any Law. b) Operations hereunder must not obstruct vessel or vehicle traffic on Marina waters or land area. 5.2.2. Compliance with Legal Requirements. Tenant at Tenant's sole cost and expense, promptly shall comply with all Laws, statutes, ordinances, resolutions, regulations, judicial decisions, proclamations, orders, decrees or policies of any municipal, county, state or federal government or the departments, courts, commissions, boards and officers thereof, or other governmental or regulatory authority with jurisdiction over the Tenant and the Terminal Premises or any Portion thereof, including without limitation, the Landlord (collectively, "Laws") relating to or affecting the condition, use or occupancy of the Terminal Premises in effect either at the time of execution of this Lease or which may hereafter be in effect at any time during the term hereof, whether or not the same are now contemplated by the parties. Tenant's compliance shall include compliance with all provisions and conditions of the Federal Americans with Disabilities Act. Tenant shall obtain and pay for all licenses and permits required for Tenant's construction and occupancy and use of the Premises. Compliance with all Laws shall include compliance with all requirements of each regulatory agency that has jurisdiction over the Premises including but not limited to the Department of Boating and Waterways. 5.2.3. Waste: Nuisance. Tenant shall not cause, maintain or permit any unreasonable annoyance or nuisance in, on, or about the Premises or on any Landlord property or Marina waters. Tenant shall not commit or suffer to be committed any waste in or about the Premises and shall keep the Premises in first class repair and maintain the same in Good Condition during the Lease Term. 5.2.4 Hazardous Material. Tenant shall not cause or permit any Hazardous Material to be brought upon, kept, or used in or about the Premises except to the extent that such Hazardous Material is necessary or useful to Tenant's business and will be used, kept and stored in a manner that complies with all Laws, including environmental regulations, relating to such Hazardous Material. Tenant agrees to indemnify., defend and hold Landlord and City harmless from any liabilities, losses, claims, Damages, penalties, or other expenses resulting from or arising out of actions brought by third parties against Landlord in connection with Tenant's use, storage, transportation, release, or disposal of'Hazardous Material on or about the Premises by Tenant. Tenant's obligations under this paragraph shall include, but not be limited to, the effects of any contamination or injury to Person, property or the environment created or suffered by Tenant. Tenant is responsible for investigation, removal, remediation, restoration, and/or abatement of hazardous Material it introduces onto the Premises. Tenant shall not have any responsibility with respect to Hazardous Material existing in, on or under the Premises as of the Effective Date. 5.2.4.1 Requirements for Handling. Neither Tenant nor its Agents or Invitees, shall use, generate, process, produce, package, treat, store, emit, discharge or dispose (collectively, "Handle") in, on or about the Premises any Hazardous Materials without the prior written consent of Landlord, which consent shall not be unreasonably withheld so long as Tenant demonstrates to Landlord's reasonable satisfaction that such Hazardous Material is necessary to Tenant's business, will be Handled in a manner which strictly complies with all laws and will not materially increase the risk of fire or other casualty to the Premises. Notwithstanding the foregoing, Tenant may Handle on the Premises janitorial or office supplies or materials in such limited amounts as are customarily used for general oflice and janitorial purposes so long as such Handling is at all times in full compliance with all Laws. 5.2.4.2 Tenant ResponsibilitX Subject to the restrictions set forth in Paragraph 5.2.4.1, Tenant shall Handle all Hazardous Materials discovered on the Premises during the Term of this Lease or introduced on the Premises by Tenant, its Agents or Invitees, in compliance with all Laws. Tenant shall not be responsible for the safe handling of Hazardous Materials introduced on the Premises during the term of this Lease by City, Landlord or their Agents. Tenant shall protect its employees and the genera] public in accordance with all Laws. Landlord may from time to time request, and Tenant shall be obligated to provide, information reasonably adequate for Landlord to determine that any and all Hazardous Materials are being Handled in a manner which complies with all Laws. Landlord shall have tl~e right to inspect the Premises for Hazardous Materials at reasonable times, pursuant to its rights of entry provided for hereunder. 5.2.4.3 Requirement to Remove. Prior to Termination of this Lease, Tenant, at its sole cost and expense, shall investigate, remove, remediate, and/or abate any and all Hazardous Materials introduced in, on, under or about the Premises by Tenant, its Agents or Invitees. Further, Tenant, at its sole cost and expense, shall remove any Hazardous Material discovered on the Premises during the Term of this Lease which is required to be removed by any governmental agency, including Landlord; provided, however, that Tenant shall not be obligated to remove any Hazardous Material introduced onto the Premises during or before the Term of this Lease by the City, Landlord or their Agents. 5.2.5 Fueling of Common Carrier FE;rr~Vessels. Tenant shall have the right to fuel common carrier ferry vessels that operate to and from the Terminal that is described in Exhibit "B" of this Lease subject to the following terms and conditions: 5.2.5.1 Fueling of vessels by Tenant and any contractor employed by Tenant shall be done only when said vessels are docked securely at the Terminal. 5.2.5.2 Fueling shall be done by Tenant and/or any contractor employed by Tenant only by means of a truck and hose, with the hose cormected to a standpipe or similar installation that shall be installed by Tenant at Tenant's sole cost at a location such that the fueling hose shall not cross the public bicycle/pedestrian trail running along the Marina shoreline. 5.2.5.3 Tenant and/or any contractor employed by Tenant shall obtain, keep current, and provide to Landlord at Landlord's request copies of all permits and approvals necessary to allow fueling of the ferry vessels at the Leased Premises. 5.2.5.4 Tenant and/or any contractor employed by Tenant shall prepare and maintain in current form a Safety Plan to govern fueling operations and provide a copy of said Safety Plan to Landlord. 5.2.5.5 Tenant and/or any contractor employed by Tenant shall prepare and maintain in current form a Fuel Spill Containment Plan and provide a copy of said Containment Plan to Landlord. 5.2.5.6 Tenant and/or any contractor employed by Tenant shall obtain and maintain all insurance, naming Landlord as Additional Insured, covering vessel fueling operations as needed in addition to all other insurance required by this Lease. 5.2.5.7 When carrying out vessel fueling operations, Tenant and/or any contractor employed by Tenant shall take particular care to comply with Paragraphs 52.4 and 5.2.8(d) of this Lease. 5.2.6 Cancellation of Insurance. Tenant shall strictly observe all Insurance Requirements and shall not do or permit to be done anything that will cause a cancellation of any insurance coverage of the Premises. 5.2.7 Continuous Operation. Subject to the terms of this Lease, and following completion of the Improvements, Tenant shall continuously and diligently operate the Terminal on the Premises throughout the Lease Term. 5.2.8 Environmental Protection. Tenant shall take all reasonable measures available to: a) Avoid any polh.~tion of the atmosphere or littering of land or water caused by or originating in, on, or about Tenants' facilities. b) Keep the noise level on the leased Premises to a minimum in compliance with applicable ordinances of the City so that Persons in the general neighborhood will be able to comfortably enjoy other facilities leased by Landlord in the vicinity of the leased Premises. c) Keep the lights on the Leased Premises from adversely affecting the operation or other use of boats in the Marina. d) Prevent all pollutants, including petroleum products of any nature, from being discharged from. the Premises into the harbor waters. e) Mitigate exhaust emissions and other operating impact on marine/aquatic life, water quality, and shorelines. 5.2.9 Supervision by Tenant. Tenant may in its sole discretion employ its own personnel or a management contractor experienced and skilled in the management of operations as they are contemplated under this Lease. This management contractor or Tenant's own personnel shall give attention to efficient supervision. of Lease operations, using its best skill, and shall keep employed, at all times, a competent supervisor and any necessary assistants. Tenant's personnel or the management contractor's supervisor or assistant shall be present at all times when ferry vessels are loading or unloading passengers and when ferry vessels are being refueled or serviced, and all directions given by the management company's supervisors shall be as binding as if given by Tenant. 5.2.10 Protection of Leased Premises. Tenant shall maintain its facilities in such a manner as to protect Landlord's property from damage, injury, loss, or liability arising from rainfall, and other action of the elements, excepting such as may be caused by fault or negligence of officers, agents, employees or contractors of Landlord. 5.2.11 Service Routes. Ferry vessels operated by Tenant shall operate on those Service Routes to and from the Terminal identified in Exhibit C and incorporated herein. 6. ASSESSMENT OF PREMISES 6.1 Title Report/Survey/Soils Stability Test. Tenant shall promptly obtain at its sole cost and expense: (i} a preliminary title reportrt: (PTR) on the Premises from a Title Company of Landlord's choice and if Tenant so elects (ii) a survey certified by a licensed civil engineer which accurately locates and describes, among other things, the boundary lines of the Premises, topographical elevations of the premises, all rights of way, restrictions, easements, encroachments and utility lines. Tenant at its sole cost and expense, if required by any Law, shall obtain a soil investigation report certified by a licensed civil engineer which discloses, among other things, results of tests with respect to the soil and subsoil on the Premises, whether the soil is suitable to support the Improvements contemplated herein, and if not suitable, what measures are necessary to render it suitable and what type of foundation support will be required. Tenant shall within thirty (30) days of receipt provide copies of same to ]Landlord. Within sixty (60) days of receipt of the above the Tenant shall submit to Landlord a statement of requirements for clearing of any title or correcting any physical defects on the Premises. Within sixty (60) days after receipt of said statement, Landlord shall elect either to correct such defects in a manner reasonably acceptable to Tenant or not correct such defects, in which case Tenant may waive the defects not corrected or this Lease shall terminate and each party shall be released from its obligations (except for those obligations incurred prior to such Termination) under this Lease. Landlord shall commence such correction within sixty (60) days and shall proceed with all due diligence to complete same. Tenant shall be entitled to receive, at Tenant's expense, a commitment for ALTA title insurance insuring Tenant's leasehold interest in the Premises in the amount of two million dollars ($2,000,000) and Landlord shall correct the physical defects it has agreed to correct, all at Landlord's sole cost and expense, within sixty (60) days after Landlord's election to correct such defects. 6.2 Environmental Site Assessment (Phase II). Upon completion of the Phase II study, if Hazardous Material is discovered on the Premises that had been placed on the Premises prior to the Effective Date of this Lease and it becomes necessary to remove such waste, Landlord will elect to perform and pay for the clean up in a reasonable time. If the parties are in disagreement as to whom should bear the cost of tlhe clean up, they will meet and confer and attempt to reach agreement. 6.3 Reports in Possession of Landlord. Landlord shall provide legible copies to Tenant of the following: (a) existing title reports and surveys on the Premises; (b) reports regarding elevations and cross sections to be used; (c} governmental reports from any and all agencies; (d) any agreements with State, Federal, the City or county agencies, and any studies, reports and (e) agreements with other contiguous and non-contiguous land owners, (f) conditions, covenants and restrictions (CC&R's); (g) drawings, specifications and engineering reports, including, but not limited to, Phase I and Phase II environmental reports, title reports, aerials, demographic reports, drainage reports, marketing studies a.nd zoning documents pertaining to the real property which is to be leased to Tenant and which Landlord has in its Possession or which are in the Possession of the City. 7. WARRANTIES OF LANDLORD 7.1 Power and Authority. Landlord represents and warrants to Tenant that as of the Effective Date (a) Landlord has legal power anti full authority to enter into, be bound by, and comply with the terms of this Lease, and (b) Landlord has obtained all necessary authorizations, consents and approvals required for the execution, delivery and performance of this Lease and the consummation of the transaction contemplated herein. 7.2 Taxes and Encumbrances. Landlord represents and warrants to Tenant that as of the Effective Date (i) all taxes on the Prerises, except current taxes not delinquent, have been paid; and (ii) the Premises are free and clear of all tenancies or other rights of third parties, except for the ownership rights of the City, whether oral or written, and that (iii) Landlord is able to and will place Tenant in the peaceful and undi:;turbed possession on the Premises on said Effective Date. 7.3 Conflicts. The execution and delivery of this Lease, the consummation of the transaction contemplated hereby, and the performance of or compliance with the terms, conditions and covenants of this Lease will. not violate or conflict with or result in the breach of any of the terms, conditions or provisions of any agreement, judicial order or instrument to which Landlord is a party or by which Landlord or any of its assets are bound. 7.4 Legal Proceedings to Ownership. Landlord represents, to the best of Landlord's knowledge and belief, that no lawsuits or legal proceedings are pending or threatened regarding the ownership, use, or possession of the property, or any part thereof, except as stated in this Lease. Landlord agrees to indemnify and hold Tenant harmless from any and all claims, Damages, judgments, liens, costs or expenses arising from any such lawsuits or legal proceedings which are currently known to exist. 7.5 Condemnation. No condemnation proceedings are pending with respect to the real property to be leased or any part thereof, or interest therein, and, to the best of Landlord's knowledge and belief, none are contemplated. 7.6 Violations. Except as indicated in reports filed with the City by the civil engineering firm CH2M Hill, there is not located on, in, about, or under the Premises to be leased any Hazardous Material of which Landlord is aware and there are no past or present investigations, administrative proceedings, threatened or pending, alleging non-compliance with or violation of any "Law or Regulation" relating to the Premises or to any required environmental permits by Landlord nor any third party. As used herein, "Law or Regulation" means and includes the Comprehensive Environmental Response and Liability Act ("CERCLA" or the Federal Super Fund Act) as amended by the Super Fund Amendments and Reauthorization Act of 1986 ("SARA") and any other laws, ordinance or regulation relating to Hazardous Materials. Landlord will provide to Tenant all reports and investigations commissioned by Landlord or the City and relating to Hazardous Materials on the property that Landlord has in its possession. To the best of Landlord's knowledge, there are no new, nor have there ever been, any above-ground or underground storage tanks in or under the Premises to be leased about which Landlord has knowledge. 7.7 Hazardous Material or Contamination. Any Hazardous Material or Contamination as defined by any governmental agency having jurisdiction over the Premises, found during or subsequent to the construction of the Project which is not a result of any act of Tenant or caused by Tenant or any agents employee, contractor, subtenant, licensee or contractor of Tenant shall be the responsibility of the City to mitigate to the extent required by a governmental agency with regulatory jurisdiction over the Premi:>es, provided that as long as the District remains Landlord, it shall be responsible for remediation to the extent that such Hazardous Material or contamination remediation costs are related to the repair and maintenance of the Leachate system constructed pursuant to Section 16, subsection (c) of the Joint Powers Agreement dated July 6, 1977; provided, however, that improvement work beyond the scope of said Leachate system constructed pursuant to the Joint Powers Agreement shall be the responsibility of the City. Without limiting the generality of the foregoing, Landlord or the City, as owner of the property, as the case may be, agrees to indemniFy, hold harmless and defend Tenant from any and all claims, losses, liabilities, demands, costs and i:ees (including attorney's fee) which may relate to or arise out of said Hazardous Material or Contamination which is not a result of any act, omission or negligence of Tenant or caused by Tenant, or any agent, employee, contractor, subtenant, licensee or contractor of Tenant, and shall include the duty to remediate and mitigate (including, but not limited to, satisfying any other governmental agencies or administrative proceedings) and any Hazardous Material or contamination problem concerning the Leachate system or the production of methane which may result form Tenant's construction of the Improvements using normal construction methods (e.g. excavation, pile driving) so long as Tenant is not negligent and does not introduce any Hazardous Materia:(s or contamination to the Premises. 8. IMPROVEMENT S 8.1 Tenant's Obligation to Provide Schematic Drawings. Landlord and Tenant intend to work cooperatively throughout the design process to ensure that the Facility ultimately constructed by Tenant meets with Landlord's approval while satisfying the requirements of the City and other relevant permitting bodies. Landlord has in its possession prior to the Effective Date of this Lease thirty-five percent (35%) terminal design products from. Tenant. Notwithstanding Landlord's possession of these design products, 'T'enant shall deliver to Landlord the design schematic drawings it intends to submit for approval by the City and all other permitting bodies. Landlord acknowledges that the design schematic drawings to be submitted by Tenant for permits will reflect the same design and appearance agreed to by Landlord during the 35% terminal design phase. Landlord shall have the right to approve or request modifications to said drawings consistent with permitting and building code requirements; such approval shall not be unreasonably withheld or delayed. Tenant shall inform Landlord in writing within thirty (30) days after receiving permits or approvals frrom the City and all other relevant permitting bodies. Tenant hereby agrees to construct the Facility on the Premises at its own cost, in substantial accordance with the schematic drawings submitted to Landlord under the process described in this paragraph. 8.1.1 Tenant shall use its commercially reasonable efforts to submit to the City all necessary application materials, plans, drawings,, and specifications for discretionary land use approvals permitting construction of the Terminal no later than three hundred sixty-five (365) days following receipt of written notice from Landlord of approval of the final schematic drawings. 8.1.2 Tenant shall commence construction in an expeditious manner following receipt of all required permits by the City and all agencies having jurisdiction over the Premises for the construction of the Facility. 8.2 Improvement Plans. All Improvements and Alterations constructed by Tenant shall meet all requirements of all government bodies or agencies having jurisdiction over such Improvements or Alterations, and Tenant shall not make, or cause or suffer to be made, any Improvements or Alterations to the Premises until Tenant has procured all regulatory approvals required to be obtained. 8.3.1 Facility Plans. When approval of the building plans for the Facilities has been obtained from the City, Tenant shall deliver two (2) sets of said plans to Landlord. 8.3.2 Agreements with Government: Entities. Landlord agrees that Tenant may enter into any contract, easement or agreement with. the City, San Mateo County, the State of California or any other governmental agency or body or public utility with reference to utility connections, street improvements, easements or drainage facilities that are necessary in order for Tenant to use the Leased Premises in accordance with Paragraph 5.1 of this Lease, but notwithstanding the above, Tenant shall notify Landlord of its intent to enter into any such contract, easement, or agreement prior to executing them, and shall assume full financial responsibility for any expenditures or other obligations Landlord may be required to fulfill in order that the Provisions of this Paragraph be carried out. 8.3.3 Prior Notice. Tenant shall provide ten (10) days written notice to Landlord prior to Tenant's first entry on the Premises of the Tenant, its agents, employees, contractors or subcontractors for the purpose of commencing construction; said notice shall specify the nature of the work to be performed. 8.3.4 Landlord's Non-responsibility:. Landlord assumes no liability or responsibility for any defect in any structure by its approvaa of plans and specifications. 8.3.5 Notice of Non-ResponsibilitX. Landlord may post upon the leased Premises a notice of non-responsibility. 8.3.6 Notice of Completion. Upon completion of construction of any Improvements or Alterations, Tenant shall timely file oar cause to be filed a notice of completion. 8.3.7 Construction. Tenant shall be' responsible for the construction of Improvements at its sole cost and expense. 8.3.8 Contractors' Compliance with Law. Any contractor selected by Tenant to construct Improvements on the Premises must comply with all relevant Laws and regulations, including the payment of prevailing wages to workers employed by the Contractor. 8.4 Underground Conditions and Grading. Landlord makes no covenants or warranties regarding the condition of the soil or subsoil or any other condition of the Premises. 8.5 Tenant's Dui to Obtain Buildimg Permits. Tenant shall obtain at its sole cost and expense, all permits, approvals, certificates and licenses under applicable zoning, building and safety and land use Laws and regulations as may be required by any and all agencies having jurisdiction over the Premises for the construction of the Facility as contemplated herein. 8.6 Ownership of Improvements During the Lease Term. Other than upon Expiration or Termination of this Lease in accordance with the terms herein, Landlord shall have no right, title, or interest during the Lease Term in arty Improvement or Alteration hereafter constructed by Tenant on the Premises. 8.7 Final Approved "As Built Plans" Tenant shall provide Landlord two (2) complete sets of final approved "as built plans" within ninety (90) days after completion of the Improvements to which they relate. 8.8 Builder's Risk and Other Insurance. Tenant shall provide to Landlord: (i} certificates of insurance evidencing Special Form coverage for "builder's risk", (ii) evidence of workers' compensation insurance covering all Persons employed in connection with the construction of the Improvements and Alterations and with respect to whom death or bodily injury claims could be asserted against Landlord or the Premises, and (iii) evidence that Tenant has paid or caused to be paid all premiums for coverage described in this paragraph 8.8 sufficient to assure maintenance of all insurance required herein during the anticipated course or the construction. Tenant shall maintain, keep in force, and pay all Premiums required for all insurance mentioned herein at all times during which construction wort; is in progress. 8.9 Performance Bond. Tenant shall provide Landlord with evidence of a performance bond obtained by its general contractor for the construction of the Facility in amount recommended by a licensed civil engineer that will be sufficient to demolish the Facility and return the Premises to the condition it was in on the Effective Date. Tenant covenants that it will return the Premises to the condition it was in on the Effective Date in the event it fails to complete construction of the Facilities. 9. ALTERATIONS AND ADDITIONS 9.1 General.. If there is no Event of Default, at the time, under this Lease, Tenant at its sole cost and expense may make reasonable Alterations to the Premises during the term of this Lease after construction of the Facility without the prior written consent of the Landlord; provided, however, that any such Alterations (a) shall not substantially change the exterior character of the Improvements or the gross area of the Improvements, (b) shall not effect any change in the use of the Premises, (c) are completed in a timely manner, in a good and workmanlike manner and in compliance with all Legal Requirements and Insurance Requirements, and (d) are promptly and fully paid for by Tenant. Within thirty (30) days after completion of any such Alterations, Tenant shall furnish Landlord with as-built drawings showing such Alterations. Notice shall be given to Landlord prior to the commencement of any alterations to afford Landlord the opportunity to post a notice of non-responsibility. Any Alteration that would materially alter the use of the Premises or the exterior of any Improvement must first be approved by Landlord in writing, which consent shall not be unreasonably withheld or delayed. 9.2 Compliance with Laws. Tenant shall make any and all alterations or repairs on the Premises that may be required by all Laws from time to time applicable thereto. All Alterations and Improvements permitted under this Paragraph 9.2 shall be accomplished in a good and workmanlike manner, in conformity v~ith all Laws, Legal Requirements and Insurance Requirements. Upon completion of any such work, Tenant shall supply Landlord "as built plans." Tenant shall indemnify and hold Landlord and City harmless from and against all actions, claims and Damages arising by reason of Tenant's failure to comply with the foregoing Provisions. 9.3 Surrender. Upon Expiration or Termination of this Lease as provided herein, any Alteration made by Tenant under Provisions of this Paragraph 9 shall be deemed an Improvement and the Provisions of Paragraph 2.5.3 shall govern the right of the parties with respect thereto. 9.4 Landlord's Obligations. Landlord shall have no obligation to alter, remodel, improve, remain decorate or paint the Facility or any part thereof during the Lease Term. 9.5 Improvements Part of RealtX. All Alterations or Improvements to the Premises made by or on behalf of the Tenant which may not be removed without substantial injury to the Premises shall become part of the realty immediately upon completion, shall be owned by Landlord and shall, at the end of the term hereof, remain in the Premises without compensation to Tenant, unless Landlord first waives its right to the Alterations or Improvements in writing. Notwithstanding the foregoing, Landlord at its option may require Tenant to remove any Alterations and Improvements at Tenant's sole expense regardless of whether title has or has not vested in Landlord, and regardless of whether consent was, or was not given. Tenant shall repair any Damage occasioned by such removal at Tenant's sole cost and expense. 10. CONDITION OF PREMISES, MAINTENANCE 10.1 Existing Conditions. Tenant :has made a thorough inspection of the real property and is familiar therewith, and has accepted the Premises in an "as is" physical condition. Landlord makes no representation or warranty with respect to the condition of the Premises, including without limitation, the seismological condition thereof, or their fitness or availability for any particular use, and Landlord shall not be liable for any latent or patent defect therein. 10.2 Tenant's Maintenance Obliaal:ions. Tenant shall, at all times during the Term of this Lease after construction of the Facility, at it:s sole cost and expense, keep the Premises in Good Condition and maintained in good working order, and condition and repair the Premises and all Improvements and Alterations thereon. Tenant shall provide routine custodial Maintenance of the Premises including Terminal and any parking area allocated to Tenant by Landlord at Tenant's request, in accordance with the provisions of an operation manual prepared by Tenant and approved Landlord. Routine Maintenance is defined as all ordinary housekeeping maintenance of the Premises and equipment and replacement of supplies that are normally performed on a day-to- daybasis in order to keep the Premises operating in an efficient, clean, safe, and Good Condition. Routine Maintenance includes, but is not limited to: 1. Replacing light bulbs as needed where no specialized equipment is required to do so. 2. Regular cleaning of the Terminal area, storage spaces, passenger and vehicle entry/exit lanes, parking areas, regular removal of interior and exterior graffiti, and daily emptying of trash receptacles and ash trays. 3. Tenant may subcontract far major, overall steam cleaning of the parking facilities, wherein the total facility areas are steam cleaned with industrial steam cleaning equipment. Lessee may also subcontract for reduced area steam cleaning as needed in specific areas, including but limited to vehicle and pedestrian access areas. Emphasis is placed on the steam cleaning of pedestrian waiting/standing areas and walkways in maintaining the first class standard of custodial Maintenance as called for by Landlord. All work will be done in accordance with Best Management Practices and all applicable laws and regulations. Landlord shall not have any responsibility to perform any Maintenance on the Premises: Landlord shall not be obligated to snake any repairs, replacement or renewals of any kind, nature or description whatsoever to the Premises nor to any Improvements or Alterations now or hereafter located thereon. In the event that the Tenant, its agent or invitees cause any Damage (excepting ordinary wear and tear) to the Premises, Landlord may repair the same at Tenant's expense and Tenant shall immediately reimburse Landlord therefore. Tenant shall make or cause others to make all repairs, replacements or ren~°wals, whether interior or exterior or, structural or non- structural, ordinary or extraordinary, foreseen or unforeseen, necessary or appropriate to maintain the Premises in Good Condition. Tenant shall provide and maintain established standards of public health and cleanliness established by Landlord. In the event Tenant fails to maintain the Premises in Good Condition as required by this Paragraph 10, Landlord may give Tenant written notice specifying what actions are required to correct the conditions of the Premises. In the event Tenant fails to initiate such actions as are indicated by Landlord in its notice within thirty (30) days after Tenant's receipt of such notice, or thereafter fails to diligently proceed t:o complete such actions, such failure shall be deemed an Event of Default within the meaning of Paragraph 18 and Landlord shall have all the rights, powers and remedies provided for in this Lease or at Law including the right to enter on the Premises and maintain or cause the A/Iaintenance off the Premises as required by this Paragraph 10. In such event Landlord shall be entitled to reimbursement for any reasonable amounts spent plus a fee often percent (10%) of the cost of the work performed which shall be due and payable fifteen (15) days after Tenant receives Landlord's statement therefore. In the event Tenant fails to pay such amounts within such fifteen (15) day period, Landlord shall be entitled to interest thereon at the Default Rate from the end of such fifteen (15) days until paid. At least once each quarter; representative(s) of Tenant responsible for supporting and overseeing operations of the Terminal shall meet with representative(s) of Landlord and inspect the Premises and confer on status of operations and possible improvements. 10.3 Tenant's Dredging Obligations. Tenant shall be responsible at its sole cost for maintaining channel, fairway, and turning basin depths within the Leased Premises as set forth in Exhibit "A" attached hereto and incorporated by reference herein to permitted design depths deeper than eight (8) feet by periodic dredging as necessary for the Term of this Lease, except that Landlord shall be responsible at its sole cost for maintaining channel and fairway depths to Landlord's design depth of eight (8) feet only. 10.4 Sianaae Program. Tenant agrees to comply with Landlord's regulations governing signage, and pay costs and operational expense of installing and maintaining signage for the Terminal and directional signage on 1Vlarina property. No signs, directional, guiding, and other stripes, lines, direction and markings shall be installed or painted in or upon the Premises or removed by Tenant without prior written consent of Landlord. 10.5 Use of Premises by Landlord. Landlord acknowledges that Tenant may be required to suspend use of the Premises from time to time. Tenant shall notify Landlord within a reasonable period of time after its determination Ito suspend use of the Premises or when the Terminal and/or parking area will not be in use for not less than five (5) days. Tenant shall also provide Landlord within a reasonable period of time the approximate date it intends to resume use of the Premises, Terminal or parking area. 10.6 Emeraency Plan. 1. Tenant shall work with Landlord to complete a detailed emergency plan. Tenant shall instruct all Persons employed by Tenant in the plan and the employees' responsibilities relating to the plan. Copies of'the plan shall be posted in a prominent location on the Premises. 2. In the event of any major emergency or condition (i.e. power outage, flooding, fire, natural catastrophe or any other unanticipated condition that would disrupt normal operation of the Terminal or imperil customer or staff} that may reasonably result in a threat to Persons or property., Tenant shall immediately contact Landlord by telephone and Tenant Manager or Assistant Site Manager shall report to the Terminal and remain until the emergency has been resolved. If the Landlord cannot be reached, Tenant shall make continued efforts to reach other staff Persons as designated by the Landlord until a landlord representative has been. notified. Landlord's facility operator is available 24 hours a day and can be reached by calling the Oyster Point Harbor Master, 650-952-0808; alternatively, Tenant's manao;er may contact 911. 3. Tenant shall immediately erect and maintain such temporary signs, barricades, lights and other devices as maybe necessary to warn people of any dangerous or defective conditions and shall take such actions as maybe necessary to reasonably protect people from injury, loss or Damage which might result because of any such condition. 4. Any time a dangerous or defective condition may reasonably be known by Tenant to exist in the Premises or their environs, Tenant shall immediately take reasonable necessary protective action by calling the Oyster Point Marina/Park Harbor Master and immediately notify Landlord by telephone a.nd in writing of such condition and protective action. 10.7 Security of Facilities. The security of the Premises shall be the responsibility of Tenant. 11. INDEMNIFICATION AND F'sXCULPATION 11.1 Exculpation of Landlord. Landlord shall not be liable to Tenant for any Damage to Tenant or to Tenant's property from any cause other than as a direct result of Landlord's negligence or willful and intentional misconduct. 11.2. Indemnification and Exculpation of Landlord. Tenant shall indemnify and hold Landlord, the City, and their elected officials, agents, officers, directors, contractors and employees (collectively, "Agents") harmless from, and shall defend them against any and all claims, demands, direct or vicarious liability, attorney fees, causes of action or judgments, Damage, injury or loss arising directly or indirectly out of: (aj any injury to or death of any person, including employees of Tenant, or Damage to or destruction of any property occurring in, on or about the Premises, or any part thereof, from any cause whatsoever, (b) any Event of Default by Tenant in the observance or performance of any of the terms, covenants or conditions of this Lease, (c) the use, occupancy or condition of the Premises or the activities therein by Tenant, its agents, or clients, customers, invitees, guests, members, licensees, and assignees (collectively, "Invitees") or (d) any release or discharge, or threatened release or discharge, of any substance, waste or material which now or in the future is determined by any state, federal, or local governmental authority to be capable of posing a present or potential risk of injury to health, safety, the environment or property (collectively, "Hazardous Material") caused or allowed by Tenant in, under, on or about the Premises, or into the environment. This indemnity shall be enforceable except to the extent that such indemnity is void or otherwise unenforceable under applicable Law in effect on, or validly retroactive to, the date of this Lease. This indemnity shall exclude claims, liability, damage or loss resulting solely and exclusively from the willful misconduct of Landlord or the City which is not contributed to by any act of, or by any omission to perform some duty imposed by Law or agreement on, Tenant, its agents or Invitees. In addition to Tenant's obligation to indemnify Landlord and City, Tenant specifically acknowledges and agrees that it has a.n immediate and independent obligation to defend Landlord and City from any claim that actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent. Tenant's obligation to defend shall arise at the time such claim is tendered to Tenant by Landlord and/or City and shall continue at all times thereafter. The foregoing obligation to defend shall include without limitation, indemnification from attorney's fees, court costs and all other litigation expenses. This indemnification by Tenant shall begin from the first notice that any claim or demand is or may be made. The provisions of this section shall survive the termination of this Lease with respect to any Damage, destruction, injury or death occurring prior to the termination of this Lease. 11.2.1 Exculpation. Tenant, as a material part of the consideration to be rendered to Landlord, hereby waives any and all claims against Landlord, City and their Agents, and agrees to hold Landlord, City and their Agents harmless from any claims for damages to goods, wares, goodwill, merchandise, equipment, business opportunities and persons in, upon or about said Premises for any cause arising at any time, including without limitation all claims arising from the joint or concurrent negligence of Landlord or City or their Agents, but excluding any intentionally harmful acts committed solely by Landlord or City. 11.2.2 Indemnification of Tenant. Landlord agrees to indemnify, defend and hold harmless Tenant from and against, all demands, claims, attorneys' fees, causes of action or judgment for injury to person, loss of life, or Damage to property occurring on said Premises arising form Landlord's negligence, willful or interrtional misconduct. 12. INSURANCE 12.1 Comprehensive General Liability Insurance. Prior to Tenant's entry upon the Premises and in any event throughout the term of this Lease, at Tenant's sole cost and expense, Tenant shall keep or cause to be kept in force, at all times, for the protection of Landlord, City and Tenant and naming Landlord as Additional Insured, Comprehensive General Liability Insurance, including coverage for bodily injury, personal injury and property damage liability arising from the use, occupancy, Maintenance, disuse, or condition of the Premises and Improvements. The limits of liability should be usual and customary to the Tenant's industry, but not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) aggregate, bodily injury and property damage including products and completed operations. In addition, excess liability in an amount not less than five million dollars ($5,000,000) will also be kept in full force and effect. 12.2 Tenant's Property Insurance. Throughout the term, at Tenant's sole cost and expense, Tenant shall keep or cause to be kept insured with property insurance at all times for the protection of Tenant, Lender and Landlord and naming Landlord as Additional Insured, all Improvements located on or appurtenant to the Premises against loss or Damage by fire and such other risks as are now or hereafter included in the Special Form, vandalism and malicious mischief. The amount of the insurance shall be sufficient to prevent either Landlord or Tenant or City from becoming a coinsurer under the Provisions of the policies, but in no event shall the amount be less than one hundred percent (100%) of the then actual replacement cost (herein called Full Insurable value). Landlord shall not carry any insurance the effect of which would be to reduce the protection ol- payment to Tenant under any insurance that this Lease obligates Tenant to carry. If any dispute arises as to whether the amount of insurance complies with the above and said dispute cannot be resolved by agreement, Landlord may, not more often than every two (2) years, request the carrier of the insurance then in force to determine the Full Insurable Value as defined in this Provision, and the resulting determination shall be conclusive between the parties for the purpose of this paragraph. Tenant may include the holder of any mortgage on the leasehold or on the fee or both as a loss payee. On Landlord's notice of demand, Tenant shall include the holder of any mortgage on the fee as a loss payee to the extent of that mortgage interest. 12.3 Emslover's Liability and Workers' Compensation Insurance. Tenant, at its sole cost and expense shall, during the Lease Term, obtain, maintain and keep in full force and effect, Workers' Compensation Insurance as required by Law and Employer's Liability Insurance with limits or liability as required by Law, but in no event less than $1,000,000 per each accident. 1.2.4 Additional Insurance. In the event of any significant change in the use of the Premises, Landlord shall have the right, during t:he Lease Term, to require Tenant at its sole cost and expense to obtain, maintain and keep in full force and effect such other insurance with respect to the Premises in such amounts and against such insurable hazards as would be reasonable under the circumstances. 12.5 Waiver of Subrogation Rights. The parties release each other, and their respective authorized representatives, from any claims for Damage to the Premises or to the fixtures, personal property, improvements or alterations of either District or Tenant in or on the Premises which are caused by or result from risks insured against under any property insurance policies carried by the parties and in force at the time of any such Damage, to the extent such claims for damage are paid by such policies. Each party shall cause each property insurance policy obtained by it to provide that the insurance cornpany waives all right of recovery by way of subrogation against the other party in connection ,with any Damage covered by any policy. 12.6 Other Insurance Matters. All the insurance required under this Lease shall: (i) be issued by insurance companies authorized to do business in the State of California with a current financial rating of at least an A Class XV or better as rated in the most recent edition of Best's Key Rating Guide; (ii) be issued as a primary policy; (iii) contain an endorsement requiring thirty (30) days written notice from the insurance company to Landlord before cancellation or material change. Tenant shall name Landlord as an additional insured on any and all liability insurance policies. Each insurance policy required hereunder, or a Certificate of the policy, shall be deposited with Landlord prior to the Commencement Date of this Lease and not less than thirty (30) days before expiration of the term of any policy then in force, except that the policy described in paragraph 12.1 or a certificate thereof shall be delivered to Landlord prior to Tenant's entry upon the Premises. 12.7 Failure to Procure Insurance. If tenant fails or refuses to procure or to maintain insurance required by this Lease or fails or refuses to furnish Landlord with required proof that the insurance has been procured and is in full force and effect and paid for, Landlord shall have the right, but not the obligation, upon five (5) days written notice to Tenant, to procure and maintain such insurance. The premiums paid by Landlord shall be chargeable to Tenant and shall bear interest at the legal rate then in effect in the State of California. from the date when the premium is paid by Landlord. 12.8 Increase in Amount. Landlord. may require Tenant to increase the minimum dollar amounts for insurance required by this, Lease, but every such increase shall be reasonable under the circumstances and in no event shall such increases more than double in any ten (10) year period. If there is any dispute regarding any increase, Landlord and Tenant shall submit this issue to an arbitrator and the matter shall bey arbitrated pursuant to Paragraph 29.4 of this Lease. 12.9 Insurance during Construction. Before Tenant commences making major Alteration to Tenant's Premises and before construction begins, Lessee shall obtain appropriate Certificates of Insurance naming Landlord as Additional Insured from any contractor employed by Tenant to make said alteration and provide Landlord with copies of said Insurance Certificates. 13. DAMAGE OR DESTRUCTION 13.1 Destruction Due to Risk Covered b~ Insurance. If a total destruction (the rendering totally unusable fifty percent (~0%), or more of Tenant's improvements on the Leased Premises), or a partial destruction (less than fifty per cent (50%)) occurs to Tenant-owned improvements, the loss is covered by the insurance described in paragraph 12.2, Tenant shall within ninety (90) days thereafter Commence and diligently prosecute the repair, restoration, or replacement such that the Completed work, which may be different in design, shall be equal in value, quality and use to the condition of the improvements before the event giving rise to the work. 13.2 Destruction Due to Risl~ Not Covered by Insurance. If any of the Tenant-owned improvements are damaged or destroyed by any casualty not covered by the insurance Provisions of this Lease and if the leased Premises are hereby rendered unfit for the uses prescribed herein, Tenant shall have the option of clearing the land and returning it as it was at the time of the inception of this Lease, including repairs of Docks 9 and 10, in which event, Tenant may terminate this Lease, or rebuild the structure(s) in such a way that it would be comparable in use and value (but not necessarily design;) to the structure(s) which had existed prior to the casualty. 14. TAKING 14.1 Definition. "Taking" means: (i) the acquisition of the Premises, or a portion thereof, or an interest therein, by any governmental power, whether through legal proceedings or otherwise, by a condemnor and (ii) a voluntary sale or transfer of the Premises, or a portion thereof or an interest therein, by Landlord to any condemnor, either under threat of condemnation or while legal proceedings for condemnation are pending. 14.2 Tenant Notice. Upon receipt: by Landlord or Tenant of any notice that taking proceedings are to be instituted the receiving party shall immediately notif~~ in writing the other party to the Lease. Landlord and Tenant may each file and prosecute their respective claims for an award. I4.3 Total Taking. This Lease shall terminate on the day of transfer of title or possession to the condemning agency, whichever is first. Tenant may then present evidence of the worth of remaining use of leasehold improvements and fixtures. Landlord shall also present evidence of the value of the land. All sums, including damages and interest, awarded shall be deposited promptly with a mutually agreeable escrow agent and shall be distributed in the following order of priority. The foregoing having been stated, Landlord and Tenant agree that Tenant may seek separately from the condemning agency its loss of good will or business opportunity, and said proceeds, if any, shall be kept separate and apart from the other condemnation proceeds being deposited into the mutually agreeable escrow account. First, all real and personal property taxes, if applicable, constituting a lien on the property or the improvements; Second, the balance due under any note secured by a leasehold mortgage to which the fee is not Subordinated; Third, the parties shall negotiate an equitable division of the balance of the award, failing which the allocation shall be determined by arbitration in accordance with Paragraph 29.4 hereof. The arbitrator(s) shall take into account the respective interests of the parties including but not limited to the City's fee interest in the Premises and the bonus value, if any, of Tenant's leasehold interest. In the event the condemning agency is neither City nor Landlord, then the award shall be distributed in the following order of priority: First, all real and personal property taxes constituting a lien on the property or the improvements; Second, to Landlord and City, collectively, an amount equal to the fair market value of the real property excluding the lmprovements, subject to the terms of this Lease; Third, the balance due under any note; secured by a leasehold mortgage to which the fee is not subordinated; Fourth, if the fair market value of the improvements exceeds the amount payable to the leasehold mortgage as provided above, from the balance of the award, if any, such excess amount shall be allocated to Tenant in the proportion that the number of years (including any fraction of a year) of the Term then unexpired bears to fifty-five, and the balance shall be allocated to Landlord and City, collectively; Fifth, the bonus value of this Lease, ii"any, shall be divided among the Landlord, City and Tenant. The share of the Tenant shall be a portion that the number of years (including any fraction of a year) of the Term then unexpired beaus to fifty-five. The balance shall be awarded to City and Landlord, collectively; and Sixth, any balance to Landlord and City, collectively. For the purpose of this paragraph, wherever there is reference to a portion of a condemnation award being paid to Landlord and City, collectively, the amount payable (the "Proceeds") shall be allocated between Landlord and City as follows: There shall be distributed to Landlord an amount equal to the amount of rent Landlord would have received from the Lease for the number of years unexpired on the Joint Powers Agreement, or any extension thereof to be paid on an annual basis and not to exceed the condemnation award received collectively by City and Landlord. In the event the parties are unable to agree upon any of the valuations required to distribute a condemnation award under this Article 14, each party will appoint an appraiser and the two appraisers so appointed shall select a third appraiser and the three appraisers so selected shall make the determination(s) of value. '[f the appraisers are unable to agree, the valuation in dispute shall be determined by averaging the three valuations of the appraisers. Each appraiser shall be MAI-qualified and shall have not Less than five (5) years experience in appraising commercial real estate in San Mateo County. 14.4 _Partial Taking. (i) In the evem~ of a partial taking leaving the remainder unusable for operation of the Terminal, Te~lant may elect to terminate this Lease as of date of transfer of title or possessions in which event the parties shall negotiate an equitable division of the condemnation award. If the parties are unable to agree upon such allocation it shall be determined by arbitration in accordance with Paragraph 29.4 hereto provided that the award shall first go to pay the balance due under any note secured by a leasehold mortgage to which the fee is not subordinated, and the arbitrator(s) shall take into account tl~e respective interests of the parties as provided in Paragraph 14.3 above. If the Tenant does not terminate, compensation shall be as if the remainder is usable. (ii) In the event of a partial takin4; leaving the remainder usable for operation of the Terminal, this Lease shall remain in full force and effect, covering the remaining property. Tenant must give notice to Landlord of any of the above elections within forty-five (45) days after the taking occurs. Tenant will be deemed to have knowledge of the impending acquisition on Tenant's entry into negotiations with. the taking agency's representatives, on receipt of service of complaint and summons, or order for immediate possession, or on receipt of a letter of inquiry from the Landlord advising Tenant of the impending acquisition and requesting notice of Tenant's resulting elections and contentions. If such notice is mailed but not signed by any authorized agent of Tenant within ten (I 0) days of mailing, Tenant shall pay the cost of notifying a Manager by personal service. Tenant's notice shall contain a clear ;and unequivocal statement of the Tenant's election, reasons for this election, Tenant's contention. of compensation, and the reasons for these contentions. Time is of the essence and the expre:>s purpose of the required notice of election, contentions, and reasons is so the Landlord may rely on them in negotiations or litigation with the taking agency. Tenant's contentions shall not be conclusive as to the amount of compensation, or usability, or fair market value of the remainder, and any dispute of these issues shall be resolved by arbitration in accordance with Paragraph 29.4 hereof. Tenant's failure to give notice of election, contentions, and reasons shall constitute a waiver of all rights to compensation. 14.5 Restoration. In the event of a partial taking leaving the remainder usable for operation Tenant shall alter or reconstruct the Improvements as necessary to render the operation of the Facility economically viable. The condemnation award shall be utilized by Tenant for this purpose and any balance shall be paid to Landlord. 15. NO CLAIMS AGAINST LAl`~TDLORD; NO PARTNERSHIP Nothing contained in this Lease gives the Tenant any right, power, or authority to contract for or permit the performance of any labor or services or the furnishing of any material or other property in such a fashion as would permit the making of any claim against Landlord or its interest in the Premises. None of the Provisions or agreements herein contained is intended, nor shall the same be deemed or construed, to create a partnership between Landlord and Tenant, to make them joint ventures, or to make Landlord iri any way responsible for the debts or losses of Tenant. 16. INTEGRATED AGREEMENT; MODIFICATION This Lease contains all of the agreements of the parties hereto with respect to any matter for which Provision is made in this Lease, and no prior agreement or understanding, oral or written, express or implied, pertaining to any such matter shall be effective for any purpose. No Provisions of this Lease maybe amended or added to and no consent or waiver shall be effective except by an instrument in writing sia,ned by the party to be bound by such instrument. The parties acknowledge that all prior agreements, representations and negotiations are deemed superseded by the execution of this Lease to the extent they are not incorporated herein. 17. TRANSFER OF TENANT'S INTEREST Tenant shall not assign or otherwise Transfer this Lease or any right or interest hereunder, or in or to any of the Improvements, or sublet or license the use of the Premises, except that Tenant's transfer of this Lease to its successor agency, the San Francisco Bay Area Water Emergency Transportation Authority, or to other- such successors as may be dictated by California law, shall be valid and binding. No other assignment or transfer, whether voluntary or involuntary, by merger or under legal process, through receivership or bankruptcy, or otherwise, and no such subletting or licensing shall be valid or effective. 18. DEFAULT AND REMEDIES 18.1 Events of Default. If one or more of the following events (``Events of Default") shall occur, Landlord may exercise any of the rights and remedies specified in Paragraph 18.2: (a) City fails to pay the one-time lump-sum rent payment as specified in Paragraph 2.2.1 when and as the same becomes due and payable and such failure continues for a period of thirty (30) days after written notice thereof is delivered to Tenant and thereafter Tenant fails to reimburse Landlord pursuant to Paragraph 2.2.1; (b) Tenant fails to comply with any Insurance Requirement, if such failure continues for thirty (30) days after written notice thereof from Landlord to Tenant. (c) Tenant fails to performs or comply with any other term or condition of this Lease and such failure shall continue for sixty (60) days after written notice thereof from Landlord, and Tenant does not, subject to Unavoidable Delays, within such period commence with due diligence and dispatch the curing of such Default. (d) Tenant makes a general assignment for the benefit of creditors, or admits in writing its inability to pay its debts as they become due or files a petition in bankruptcy, or is adjudged bankrupt or insolvent, or accepts or files a petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, Law or regulation. (e) Within one hundred twenty (120) days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, Law or regulation, such proceeding is not dismissed, or Tenant fails to commence defense of such action and thereafter continues to prosecute such defense, or, if within one hundred twenty days (120) days after the appointment without the consent or acquiescence of Tenant, of any Trustee, receiver or liquidate any material part of its assets, such appointment is not vacated, or Tenant fails to commence defense of such action and thereafter continue to prosecute such defense of such action. 18.2 Landlord's Remedies. Upon any Event of Default Landlord shall have the following remedies: 18.2.1 Tenant's Right to Possession Not Terminated. Landlord may continue this Lease in Full force and effect, and the Lease will continue in effect as long as Landlord does not terminate Tenant's right to possession. 18.2.2 Termination of Tenant's Right to Possession. Landlord may terminate Tenant's right to possession of the Premises in the event of any event of Default as specified in Paragraph 18.1 and should such event of Default continue for sixty (60) days after receipt of written notices by Tenant from Landlord it shall be lawful for Landlord to terminate this Lease and enter upon and take possession of said Premises. Tlie Landlord may retain or dispose of the Premises in accordance with applicable Law. 18.2.3 Landlord's Right to Cure Tenant's Default. Landlord at any time after the Tenant commits a Default, may cure the Default at Tenant's cost. If Landlord at any time, by reason of Tenant's Default, pays any sum or does any act that requires the payment of any sum, the sum paid by Landlord shall be due immediately from Tenant to Landlord. 18.3 Interest on Unpaid Sums. Sums not paid when due pursuant to paragraphs 2.2.1 of this Agreement shall bear interest at the Default Rate from the date due until paid. No interest shall accrue or be paid for payments made no later than fifteen (15) days after the due date. 18.4 Late Charge. Late payment by Tenant to Landlord of any sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount being impractical to fix. When a payment is not timely made and such failure continues for fifteen (15) business days after written notice thereof is delivered to rCenant, an additional late charge of five percent (5%) of the amount due will be paid by Tenant to Landlord. 19. SURVIVAL OF TENANT' S OBLIGATIONS; LANDLORD' S EQUITABLE RELIEF No Expiration or Termination of this Lease or by operation of Law or otherwise, shall relieve Tenant of its liabilities and obligations hereunder which have then accrued, which shall survive such Expiration or Termination, including, without limitation the right of Landlord for indemnification against liability for personal injuries or for property Damage occurring prior to the later of (i) Termination of this Lease or (ii) Tenant's vacation of the Premises, nor shall anything in this Lease be deemed to affect the right of Landlord to equitable relief where such relief is appropriate. 20. NO WAIVER BY LANDLORD The failure of the Landlord to seek redress for ~-~iolation of, or to insist on strict performance of, any term or Provision of this Lease shall not be deemed a waiver of such violation or subsequent act which would have originally constituted a violation from having all the force and effect of an original violation. No delay or omission in the exercise or any right or remedy of Landlord upon any Default by Tenant shall impair such a right or remedy or be construed as a waiver. No act or conduct of Landlord, including, without limitation, the acceptance of keys to the Premises, shall constitute an acceptance of the surrender of the Premises by Tenant before the Expiration or Termination of this Lease. Only a written notice from Landlord to Tenant shall constitute acceptance of the surrender of the Premises and accomplish a Termination of this Lease. Landlord's consent to or approval of any act by Tenant requiring Landlord's consent or approval shall not be deemed to waive or render unnecessary Landlord's consent to or approval of any subsequent act by Tenant. Any waiver by Landlord of any Default must be in writing and shall not be a waiver of any other Default concerning the same or any other Provision of the Lease. 21. REMEDIES CUMULATIVI? Each right, power and remedy of Landlord provided for in this Lease is now or hereafter existing at Law or in equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power or remedy provided for in this Lease. 22. ENTRY BY LANDLORD 22.1 Entry for Inspection. Landlord and its respective authorized representatives shall have the right to enter the Premises without notice at any times during normal business hours and subject to Tenant's normal security requirements and, if required, accompanied at all times by a representative of Tenant for the purpose of inspecting the same or for the purpose of doing any work hereunder, necessitated by an Event of Default, and to take all such action thereon as may be necessary or appropriate for any such purpose (but nothing herein contained in this Lease shall create or imply any duty on the part of Landlord to make any such inspection or do any such work). 22.2 Emer~encyEntry. Landlord may enter the Premises at any time, subject to government security requirements, without notice., in the event of an emergency. Landlord shall have the right to use any and all means that Landlord may deem proper in such an emergency in order to obtain entry to the Premises. Entry to the Premises by any of said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of the Premises, or an eviction of Lease from the Premises or any Portion of them. 22.3 No Liability. Landlord shall riot be liable in any manner, and Tenant hereby waives any claim for damages, for any inconvenience, disturbance, loss of business, nuisance, or other damage, including without limitation any abatement or reduction in Lease fees due hereunder, arising out of Landlord's entry onto the Premises as provided in this Provision, except Damage resulting solely from the active negligence or willful misconduct of Landlord or its authorized representatives. 22.4 Non-Disturbance. Landlord shall use its best efforts to conduct its activities on the Premises as allowed in this paragraph, in a manner which, to the extent reasonably practicable; will cause the least possible inconvenience, annoyance or disturbance to Tenant. 23. PERFORMANCE ON BEHAI.,F OF TENANT In the event that Tenant shall fail to make any payment or perform any act required hereunder to be made or performed by Tenant, thE;n Landlord may, but shall be under no obligation to, provide Tenant with written notice and an opportunity to cure as specifically set forth herein, following which Landlord may make such payment or perform such act, if appropriate under the circumstances given the nature of Tenant's operations at the Premises, with the same effect as if made or performed by Tenant; provided however, that nothing contained in this paragraph shall limit Landlord's obligation to provide written notice to Tenant under paragraph 18 of this Lease. Entry by Landlord upon the Premises for such purpose shall not waive or release Tenant from any obligation or Event of Default hereunder. Tenant shall reimburse (with interest at the Default Rate) Landlord for all sums so paid by Landlord in comlection with the performance of such act. 24. ACCEPTANCE OF SURRENDER No modification, Termination or Surrender of this Lease or surrender of the Premises or any part thereof or any interest therein by Tenant (except surrender upon Expiration or Termination of this Lease) shall be valid or effective unless agreed to and accepted in writing by Landlord and no act by any representative or agent of Landlord, other than sueh a written agreement and acceptance by Landlord shall constitute an acceptance thereof. 25. ESTOPPEL CERTIFICATE ELY TENANT Tenant will execute, acknowledge and deliver to Landlord within thirty (30) days after receipt of Landlord's written request therefore a certificate certifying: (a) that this Lease is unmodified and in full force and effect (or if there have been modifications, that this Lease is in full force and effect as modified, and stating the modification); (b) the dates, if any, to which any sums payable hereunder have been paid, (c) that no notice has been received by Tenant of any Default which has not been cured except as to Defaults specified in said certificate; (d) that Landlord is not in default hereunder except as to Defaulta specified in said and (e) any other matters reasonably requested and related to this Lease. In the event Tenant fails to execute and return such certificate to Landlord within said thirty (30) day period, Landlord may execute such certificate on Tenant's behalf and agrees to provide Tenant with a copy of said certificate. Any such certificate, whether executed by Tenant or Landlord on Tenant's behalf, shall be binding upon Tenant and may be relied upon by any prospective purchaser or mortgagee of the Premises or any part thereof. 26. ESTOPPEL CERTIFICATE BY LANDLORD Landlord will execute, acknowledge and deliver to Tenant within thirty (30) days of Tenant's written request, a Certificate certifying: (a) that this Lease is unmodified and in full force and effect (or if there have been modifications, that this Lease is in full force and effect as modified, and stating the modification); (b) the dates if any, to which any sums payable hereunder have been paid; (c) whether or not to the knowledge of Landlord there are then existing any Defaults under this Lease (and so specify the same); and (d) such other matters related to this Lease as are reasonably requested by the requesting party. Any such certificate shall be binding on Landlord and may be relied upon by any prospective transferee of Tenant's interest under this Lease. In the event Landlord fails to execute and return such certificate to Tenant within said thirty (30) day period, Tenant may execute such certificate on Landlord's behalf and agrees to provide Landlord with a copy of said Certificate. 27. CONVEYANCE BY LANDLORD In case the original or any successor Landlord shall convey or otherwise dispose of Premises or its interest therein, it shall thereupon be released from all liabilities and obligations of Landlord under this Lease (except those accruing prior to such conveyance or other disposition) and such liabilities and obligations shall be binding solely on the then owner of the Premises. Tenant waives the protection of any statute or rule of law that gives or purports to give Tenant any right to terminate this Lease or surrender possession upon the transfer of Landlord's interest. 28. PROVISIONS SUBJECT TO APPLICABLE LAW Rights, powers and remedies provided herein maybe exercised only to the extent that exercise thereof does not violate any applicable: Law, and are intended to be limited to the extent necessary so that they will not render this Lease invalid or unenforceable. 29. NOTICES Whenever any notice is required or permitted hereunder, such notice shall be in writing and shall be personally delivered, sent by U. S. Registered or Certified Mail, return receipt requested, postage prepaid, or sent by a nationally recognized overnight carrier service to the address set forth below or at such other addresse<.; as are specified by written notice delivered in accordance herewith: Landlord: SAN MATEO COUNTY HARBOR DISTRICT 400 Oyster Point Blvd. Suite 300 South San Francisco, CA 94080 Tenant: SAN FRANCISCO BAY WATER TRANSIT AUTHORITY Pier 9, Suite 111 San Francisco, CA 94133 Any notice personally delivered as hereinabove provided shall be deemed effectively given on the date of receipt of such notice. Any nc>tice sent by U. S. Registered or Certified Mail or by a nationally recognized overnight courier service shall be deemed effectively given on the date of delivery or attempted delivery thereon, whichever is sooner. 29.1 Service of process. Concurreartly with the execution of this Lease a form for the irrevocable appointment of an agent to receive service of process on behalf of the other party shall be executed by each party. 29.2 Disputes Subject to Mediation and Arbitration. Any dispute between the parties relating to the interpretation and enforcement: of their rights and obligations under this Lease shall be resolved solely by mediation and arbitration in accordance with the Provisions of Paragraphs 29.3 et seq. of this Lease. 29.3 Initial Mediation. With respect to any dispute between the parties that is to be resolved by arbitration, the parties shall attempt in good faith first to mediate such dispute and use their best efforts to reach agreement on the matters in dispute. Within five (5) days of the request of any party, the requesting party shall atternpt to employ the services of a third Person mutually acceptable to the parties to conduct such mediation within twenty-one (21) days of his appointment. If the parties are unable to agree on such. third Person, or, if on completion of such mediation, the parties are unable to agree and settle the dispute, the dispute shall be referred to arbitration in accordance with Paragraph 29.4. 29.4 Arbitration. Any dispute between the parties that is to be resolved by arbitration as provided in Paragraph 29.2 shall be settled and decided by arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as then in effect, except as provided below. Any such arbitration shall be held and conducted in the County of San Mateo by an arbitrator, who shall be selected by mutual agreement of the parties; if agreement is not reached on the selection of an arbitrator within fifteen (15) days, then Landlord and Tenant shall each choose an arbitrator, each of whom shall agree to select a third arbitrator who would actually arbitrate the dispute between the parties. The provisions of the Commercial Arbitration American Arbitration Association shall apply and govern such arbitration, subject, however, to the following: (a) Any demand for arbitration shall be in writing and must be made within a reasonable time after the clairr-, dispute or other matter in question has arisen. In no event shall the demand for arbitration be made after the date that institution of legal or equitable proceedings based on such claim, dispute, or other matter would be barred by the applicable statute of limitations. (b) The arbitrator or arbitrators appointed must be former or retired judges or "attorneys" with at least ten (1.U) years experience in real property and commercial matters. (c) All Proceedings involving the parties shall be reported by a Certified Shorthand court reporter and written transcripts of the proceedings shall be prepared and made available to the parties. (d) The arbitrator or arbitrators shall prepare in writing and provide to the parties factual findings and the reasons on which the decision of the arbitrator or arbitrators is based. (e) A final decision by the arbitrator or arbitrators must be made within ninety (90) days from the date the arbitration proceedings are initiated. (f) The prevailing party shall be awarded reasonable attorneys fees, expert and non- expert witness costs and expenses, and other costs and expenses incurred in connection with the arbitration, unless tl-~e arbitrator or arbitrators for good cause determine otherwise. (g) Costs and fees of the arbitrator or arbitrators shall be borne by the non-prevailing party, unless the arbitrator or arbitrators for good cause determine otherwise. (h) The award or decision of the arbitrator or arbitrators, which may include equitable relief, shall be final and judgment made be entered on it in accordance with applicable law in any court having jurisdiction over the matter. NOTICE: BY INITIALING IN THE. SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OL~T OF 'THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE. GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION, AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. WE HAVE READ AND Ul~rDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF TH>=? MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES PROVISION TO NEUTRAL ARBITRATION. Initials Initials Initials 30. ATTORNEY'S FEES Tenant shall reimburse Landlord, upon demand, for any reasonable costs or expenses incurred by Landlord in Connection with an Event of Default under this Lease, whether or not suit is commenced or judgment entered. Such costs shall include legal fees, costs for experts or other professional services, and costs incurred for the negotiation of a settlement, any enforcement of rights or otherwise. If either party commences an action against the other party arising out of or in connection with this Lease, the prevailing party shall be entitled to have and recover from the losing party reasonable attorney's fef;s and costs of suit. Litigation Expenses. If either party hereto brings an action or proceeding (including any cross-complaint or counterclaim) against the other party by reason of a Default, or otherwise arising out of this Lease, the prevailing party in such action or proceeding shall be entitled to recover from the other party its costs and expenses of suit, including but not limited to, reasonable attorneys' fees, which fees shall be payable whether or not such action is prosecuted to judgment. "Prevailing party" within the meaning of this paragraph shall include, without limitation, a party who substantially obtains or defeats, as the case maybe, the relief sought in the action, whether by compromise, settlement, judgment or the abandonment by the other party of its claim or defense. Appeals. Attorneys' fees under this section shall include attorneys' fees and all other reasonable costs and expenses incurred in connection with any appeal. 31. QUIET ENJOYMENT Upon Tenant's tender of the one-time lump-sum payment due hereunder, Tenant shall have quiet possession of the Premises for the Lease Term. If, at any time, Landlord's title is disputed, or there is a change of ownership of Landlord's estate by any act of the parties or operation of Law, Tenant may depgsit in escrow any monies thereafter due until Tenant is furnished proof satisfactory to it as to the party entitled thereto. 32. MISCELLANEOUS PROVISIONS 32.1 Time is of the Essence. Time is of the essence with respect to the performance of each Provision of this Lease. 32.2 Successors and Assigns: Applicability to San Francisco Bay Area Water Emery Transportation Authority. Except as otherwise provided in this Lease, all of the covenants, conditions and provisions of this Lease shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Specifically, the parties intend and understand that all terms of this Lease shall be binding upon the San Francisco Bay Area Water Emergency Transportation Authority both under general contract law and under the San Francisco Bay Area Water Emergency Transportation Response and Disaster Recovery Act provisions governing transfer of contracts and obligations, including but not limited to Government Code Section 66540.10 (b). 32.3 PaXments by Tenant. Except as otherwise expressly provided herein, all sums payable by Tenant to Landlord under this Lease shall be paid without notice. All sums payable by Tenant shall be paid by good check in the currency of the United States at the office of Landlord or at such place and to such Person as Landlord may from time to time designate by written notice to Tenant. 32.4 Status of Parties on Termination of Lease. Except as provided in Paragraph 18, if either party elects to Terminate this Lease as provided herein, on the date the Lease terminates the parties shall be released from further liabilities and obligations not accrued as of the date of Termination. 32.5 Exhibits/ Incorporation in Lease. All exhibits referred to in this Lease are attached to this Lease and are incorporated herein by this reference. 32.6 Governing Law. This Lease shall be construed and interpreted in accordance with the Laws of the State of California, and vf;nue for any action relating thereto shall be in San Mateo County. 32.7 Singular and Plural and Gender. When required by the context of this Lease, the singular shall include the plural, the male the female, and vice versa. 32.8 Joint and Several Obligations. "Party" shall mean Landlord or Tenant; and if more than one Person or entity is Landlord or Tenant, the obligations imposed on that Party shall be joint and several. 32.9 Severability. The unenforceability, invalidity, or illegality of any Provision of this Lease shall not render the other Provisions of this Lease unenforceable, invalid or illegal, and this Lease shall remain in force and effect as if such unenforceable, invalid or illegal Provision had never been a part of this Lease. 32.10 Bindin~Effect. Each and every Provision, agreement, terms, covenant and condition of this Lease to be performed kept and observed by Landlord and Tenant shall be binding on any party who legally acquires any rights or interest in this Lease from Landlord or Tenant. However, Landlord shall have no obligation to Tenant's successor unless the rights or interests of Tenant's successor are acquired in accordance with the terms of this Lease. 32.11 Third Party Beneficiaries. There are no third party beneficiaries of this Lease. 32.12 Interpretation. This Lease shall conclusively be presumed to have been drafted jointly by both parties hereto. 32.13 Authority. If either Party has a governing Board of Directors or similar governing body, that party shall deliver to the other Parties upon the execution of this Lease evidence of that Board's or governing body's approval. The Parties certify that the persons executing this Lease have been given such authority by the;ir respective Board or governing body. 32.14 Captions. Captions are included in this Lease for convenience only and do not constitute a part of this Lease. 32.15 Section Headings. The section heading contained herein are for convenience in reference and are not to be used to construe the intent of this Agreement or any part thereof, nor to modify, amplify, or aid in the interpretation or construction of any of the Provisions thereof. 3 5. MEMORANDUM OF LEASE Concurrently with execution of this Lease, the parties shall execute and acknowledge a Memorandum of Lease identifying the Lease to be recorded in San Mateo County. Upon the request of either party, the parties shall execute and acknowledge further Memoranda of any future amendments of this Lease. The parties hereto ratify, confirm and z~dopt all of the terms and conditions of the Lease. IN WITNESS WHEREOF, the Parties have executed this Lease on the day and year first above written. SAN MATEO COUNTY HARBOR DISTRICT DATED: I3Y: TENANT: SAN FRANCISCO BAY WATER AREA TRANSIT AUTHORITY DATED: BY: Agreed to and approved by: CITY OF SOUTH SAN FRANCISCO DATED: BY: XJ~C JK*~***~C JjC Jf:**X'kM'FXJ~C J~C:,C Jk ~C JF:~Cl~X*J;CJ~:XJ~C)F~C'kTTT'J~C lk ~CXYX)F ~K*T~~**X~X Consent to this Lease is hereby grant.°d: CALIFORNIA DEPARTMENT OF BOATING AND WATERWAYS DATED: BY: DATE: December 12, 2007 TO: Honorable Mayor anal City Council FROM: Marty Van Duyn, Assistant City Manager SUBJECT: PURCHASE AND SALE AGREEMENT FOR 314 MILLER AVENUE REC®MlO~IEIeTDATI®li~ It is recommended that the City Council adopt a resolution finding that the acquisition of Pa•operty at 314 Miller .venue by tlhe Redevelopment Agency pursuant to the terms of the Purchase and Sale Agreement will benefit the Project Area by providing affordable housing aaad approving the purchase of the property. BACKGROUND/DISCUSSION The property located at 314 Miller Avenue (APN 012-311-250) is between City Parking Lot 6 and two Agency owned residential properties at 310-312 Miller Avenue. Constructed in 1906, the subject property has street frontage on both Miller Avenue and Tamarack Lane. The property is 3,500 square feet and has two residential units. The main structure facing, Miller Avenue, is a recently remodeled two-bedroom unit. The rear unit, facing Tamarack Lane, is a junior one bed- room unit. Low-income families occupy both units. The property's appraised value is $685,000 and the Agency has agreed. to pay $67'x,950 for the property. Because of its age, the home is on the list of potentially historical significant buildings. It is the Agency's intent to maintain the units as affordable residential housing. With this purchase, the Agency will complete th.e assemblage of a contiguous 24,500 square foot lot where it will have the ability to construct a multi-family residential development. In the event the Agency decides to construct amulti-family residential development, all tenants on the project site would be relocated pursuant to Redevelopment Law. Relocation rights include the option far returning once a new housing project i.s completed. Similarly, the Agency will take appropriate steps to assess the historical value of the building. The City Building Inspector has conducted an inspection of the property and has determined the units do not have any dangerous code violations or items requiring immediate correction. However, the Building Division does :not have any permit records for the installation of a bathroom and kitchen in the rear unit. Upon taking ownership, the Agency will determine whether it will retain the unit and make corrections as necessary or turn the unit into a garage and storage area. As a result, once the Agency takes ownership the tenants of the rear unit will be relocated to a vacant unit at 312A Milder Avenue pursuant to Redevelopment Law. In addition, North Peninsula Neighborhood Services Center, Inc, will manage the property under the direction of the Economic and Community Development Department. Staff Report Subject: 314 Miller Avenue Purchase & Sale Agreement Page 2 On December 6, 2007, the Planning Commission reviewed the proposed acquisition for conformity with City's General Plan as required Uy State Law. FUNDING Funds are available in the current Redevelopment Agency Uudget for this acquisition. CONCLUSION Staff recommends the City Council adlopt the attached Resolution finding that the acquisition of Property at 314 Miller Avenue Uy the Agency pursuant to the teens of the Purchase and Sale Agreement will benefit the Project Area by providing affordable housing and approving the purchase of the property. Marty Van Duyn Assistant City Hager -- ~~. .~.. _ Approved: ." Barry M. Nagel City Manager Attachment: Resolution RESOLUTION NO CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING THE PURCHASE OF REAL PROPERTY LOCATED AT 314 MILLER AVENUE IN SOUTH SAN FRANCISCO BY THE REDEVELOPMENT .AGENCY OF THE CITY OF SOUTH SAN FRANCISCO AND ADOPTING FINDINGS IN CONNECTION THEREWITH 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. (the "CRL"), and pursuant to the authority granted thereunder, has the responsibility to carry out the Redevelopment Plan ("iedevelopment Plan") for the Downtown/Central Redevelopment Project Area ("Project Area "); and WHEREAS, Edgar and Myda Trinidad (the "Owners") are the owners of real property in San Mateo County, California located near the Project Area at 314 Miller 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 with monies from its Low and Moderate Income Housing Fund ("Housing Fund") to facilitate development and construction of affordable housing which will benefit 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 City Clerk; and WHEREAS, the Purchase and Sale Agreement conditions, among other things, Agency's purchase of the Property on Agency's review and approval of the environmental condition of the Property; and WHEREAS, pursuant to Section 33334.2 of the CRL, the Agency may use Housing Fund monies outside of the Project Area provided that the Agency and the City Council find that the use will be of benefit to the Project Area; and WHEREAS, the use of Housing Fund monies to acquire the Property will be of benefit to the Project Area because it will provide affordable housing. 1035931.1 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that it hereby: 1. Finds that the acquisition of thE; Property by the Agency pursuant to the terms of the Purchase and Sale Agreement will benefit the Project Area by providing affordable housing. 2. Approves the purchase of the Property from Edgar and Myda Trinidad pursuant to the terms of the Purchase and Sale Agreement. ~: ~ a: * :~ 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 12th day of December, 2007 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk 103931.1 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into effective as of , 2007, (the date upon which this Agreement was approved by Buyer's Board, and hereinafter referred to as the "Effective Date") by and between Edgar A. Trinidad and Myda M. Trinidad ("Seller") and the South San Francisco Redevelopment Agency, a public body, corporate and politic ("Buyer"). Seller and Buyer are hereinafter referred to as the "Parties." WHEREAS, Seller is the owner of that certain real property in San Mateo County, California, known as APN 012-311-2~0, located at 314 Miller Avenue in the City of South San Francisco, and more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "Land"); WHEREAS, in accordance with the terms and conditions contained herein, Buyer desires to purchase, and Seller desires to sell, the Land together with all improvements located thereon and all easements, hereditainents, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to thf; Land (all of the foregoing collectively hereinafter, the "Property"); WHEREAS, Buyer is a redevelopment agency existing pursuant to the Community Redevelopment Law, California Healt}i and Safety Code Section 33000, et seq., and pursuant to the authority granted thereunder, Buyer has the responsibility to carry out the Redevelopment Plan for the Downtown Central Redevelopment Project Area ("Redevelopment Plan"); WHEREAS, the Property is a housing unit that will be preserved as affordable housing, and the purchase of the Property as provided for in this Agreement is consistent with and furthers the goals and objectives of the Redevelopment Plan; WHEREAS, on or about , 2006, Buyer sent to Seller a notice of Buyer's intent to appraise the Property for the purpose of initiating eminent domain proceedings to acquire fee simple title to the Property;; WHEREAS, pursuant to the notice, Buyer obtained an appraisal of the Property; and NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows. 1. Agreement to Sell and Purchase. Seller agrees to sell and Buyer agrees to purchase the Property subject to the terms and conditions of this Agreement. 2. Purchase Price. The purcl:iase price for the Property shall be Six Hundred Seventy- Nine Thousand Nine Hundred Fifty Dollars ($679,950) ("Purchase Price"). 875563-2 1 3. Conveyance of Title. At t]ie close of escrow, Seller shall convey by grant deed to Buyer marketable fee simple title to the Property, free and clear of all recorded and unrecorded liens, encumbrances, assessments, leases and taxes except: (a) taxes for the fiscal year in which the escrow for this transaction closes, which shall be prorated as of the close of escrow and Handled in accordance with Section 4986 of the California Revenue and Taxation Code; and (b) such other conditions, liens, encumbrances, restrictions and exceptions as may be approved in writing by Buyer ("Permitted Exceptions"). 4. Escrow; Escrow Instructions. Within five (5) business days following the Effective Date, the Parties shall open an escrow to consummate the purchase and sale of the Property pursuant to this Agreement at the office of Stewart Title of California, Inc. located at 343 Sansome Street, Suite 850, San Francisco CA 94104, ("Title Company" or "Escrow Agent") or such other title company as may be mutually agreed upon by the Parties. Upon the opening of escrow, the Parties shall deposit with the Escrow Agent an executed copy of this Agreement, which shall serve as the joint escrow instructions of Buyer and Seller for this transaction, together with such additional instructions as may be executed by the Parties and delivered to the Escrow Agent. 5. Earnest Money Deposit. Upon the opening of escrow and in no event later than fifteen (15) business days after the Effective Date, Buyer shall deposit the sum of Five Thousand Dollars 05,000) "Earnest Money Deposit"). The Earnest Money Deposit shall be applied to the Purchase Price at the close of escrow. 6. Title Documents. Within thirty (30) days following the opening of escrow, Seller shall deliver or cause to be delivered to Buyer a preliminary title report ("Preliminary Report") on the Property issued by the Title Company, setting forth all liens, encumbrances, easements, restrictions, conditions, pending litigation, judgments, administrative proceedings, and other matters of record affecting Seller's title to the Property, together with copies of all documents relating to exceptions listed in the Preliminary Report ("Title Exceptions") and complete and legible copies of all instruments referred to therein, as requested by Buyer. Buyer shall approve or disapprove each Title Exception within thirty (30) days following Buyer's receipt of the Preliminary Report. Buyer's failure to object within such period shall be deemed to be a disapproval of the Title Exceptions. If Buyer objects or is deemed to have disapproved any Title Exception, Seller shall use its best efforts at Seller's sole expense to remove from title or otherwise satisfy each such exception no later than thirty (30) days prior 'to the close of escrow and in a form that is reasonably satisfactory to Buyer. If Seller fails to remove or satisfy any Title Exception to the satisfaction of Buyer, Buyer shall have the option, in its sole discretion, to terminate this Agreement or to accept title subject to such exception. In the event Buyer elects to terminate this Agreement, the Earnest Money Deposit, including interest thereon, and all other funds and documents deposited 875563-2 2 into escrow by or on behalf of Buyer shall be returned to Buyer, and all rights and obligations hereunder shall terminate. It shall be a condition to the close of escrow that Title Company shall deliver to Buyer, within thirty (30) days after Buyer has approved the Preliminary Report pursuant to this Section, and in no event later than ten (10) days prior to the close of escrow, a title commitment for an ALTA Owner's Title Insurance Policy ("Title Policy") to be issued by Title Company in the amount of the Purchase Price for the; benefit and protection of Buyer, showing title to the Property vested in Buyer, subject only 1:o the Permitted Exceptions, including such endorsements as inay reasonably be requested by Buyer, and committing Title Company to issue the Title Policy to Buyer upon the close of escrow. 7. Closing_Documents and Fwids. (a) Seller. (A) Within thirty (30) days following the opening of escrow, Seller shall deposit into escrow all of the following: (i) a Grant Deed, substantially in the form attached hereto as Exhibit B ("Grant Deed"), duly executed and acknowledged, conveying to Buyer good and marketable fee simple title to the Property, subject only to exceptions approved pursuant to this Agreement, (ii) Seller's affidavit of non-foreign status and Seller's certification that Seller is a resident of California, each executed by Seller under penalty of perjury as required by state and federal law; and (iii) Such additional duly executed instruments and documents as the Escrow Agent inay reasonably require to consummate the transaction contemplated hereby. (B) Unless Seller elects to have the following charges deducted from the funds to be distributed to Seller at close of escrow, no later than one (1) business day prior to close of escrow, Seller shall deposit into escrow immediately available funds in the amount necessary to pay: (i) all governmental conveyance fees and transfer taxes; and (ii) one-half of all escrow fees and recording fees. (b) Buyer• (A) Within thirty (30) days following the opening of escrow, Buyer shall deposit into escrow all of the following: 875563-2 3 (i) a duly executed Certificate of Acceptance in the form shown in Exhibit C, as required by California Government Code Section 27281; and (ii) such additional duly executed instruments and documents as the Escrow Agent may reasonably require to consummate the transaction contemplated hereby. (B) No less than one (1) business day prior to the close of escrow, Buyer shall deposit into escrow immediately available funds in the amount, which together with the Earnest Money Deposit is equal to: (i) the Purchase Price as adjusted by any prorations between the Parties; (ii) all title insurance and title report costs; and (iii) one-half (1/1.) of all escrow fees, and recording fees. 8. Close of Escrow. The Parties intend to close escrow within sixty (30) days following the date upon which escrow is opened, unless this Agreement is terminated pursuant to the teams hereof or extended by mutual agreerne;nt of the Parties. The Escrow Agent shall close escrow by: (i) causing the Grant Deed to be recorded in the official records of San Mateo County, California; (ii) issuing the Title Policy and delivering same to Buyer; (iii) delivering to Seller the monies constituting the Purchase Price less prorated amounts and charges to be paid by or on behalf of Seller; and (iv) delivering to Buyer the original Grant Deed, together with a conformed copy thereof indicating recording inf:onnation thereon. Possession of the Property shall be delivered to Buyer at the close of escrow. 9. Closing Costs. Each Party shall pay one-half (1/2) of all escrow fees (including the costs of preparing documents and instruments) and recording fees. Seller shall pay all governmental conveyance fees and all transfer taxes. 10. prorations. At the close of escrow, the Escrow Agent shall make the following prorations: (i) property taxes shall be prorated as of the close of escrow based upon the most recent tax bill available, including amy property taxes which may be assessed after the close of escrow but which pertain to the period prior to the transfer of title to the Property to Buyer, regardless of when or to whom notice; thereof is delivered; and (ii) any bond or assessment that constitutes a lien on the Property at the; close of escrow shall be assumed by Buyer. 11. Buyer's Conditions to Closin~• The 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 time 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 Effective 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) Buyer's approval of the condition of the Property pursuant to Section 12. 875563-2 4 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 Agent by or on behalf of Buyer, including the Earnest Money Deposit and interest thereon. 7'he 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. 12. Buyer's Additional Conditions to Closing. Buyer's obligation to purchase the Property is also conditioned upon Buyer's review and approval of the condition of the Property pursuant to this Section. (a) Feasibility Studies. During the period commencing on the Effective Date and ending on the thirtieth (30th) day after the opening of escrow ("Due Diligence Period") Buyer may, at Buyer's expense, undertake an inspection and review of the Property, including without limitation (i) a review of the physical condition of the Property, including but not limited to, inspection and examination of soils, environmental factors, Hazardous Materials (as defined in Exhibit D attached hereto), and archeological information relating to the Property; (ii) a review and investigation of the effect of any zoning, maps, permits, reports, engineering data, regulations, ordinances, and laws affecting the Property, and (iii) an evaluation of the Property to determine its feasibility for Buyer's intended use. Buyer may consult with or retain civil engineers, contractors, soils and geologic engineers, architects and other specialists in its investigation, and may consult with or retain other consultants to determine if the Property is suitable for Buyer's intended use. If Buyer's environmental consultants require additional time to determine the existence and extent of amy Hazardous Materials on the Property, Buyer shall have the right, exercisable by delivering written notice to Seller prior to the expiration of the Due Diligence Period, to extend the Due Diligence Period and the date for Close of Escrow for up to thirty {30) additional days to complete the testing. (b) Other matters. During the Due Diligence Period, Buyer may inspect, examine, survey and review any other matters concerning the Property, including without limitation, any and all stuu~lies or reports provided by Seller, all contracts, disclosure statements, leases, rental agreements and other obligations relating to the Property, and the Property's conformity with all applicable laws and regulations. During the Due Diligence Period, Buyer shall have the right to perform due diligence regarding the investigation, assessment, and monitoring of the environmental condition of the Property, and upon completion of the Due Diligence Period, unless Buyer elects to terminate this Agreement pursuant to the terms hereof, Buyer will purchase the Property in its "AS IS" condition as such condition exists at the end of the Due Diligence Period. 875563-2 5 (c) Disapproval of Property Condition. Should Buyer fail to approve the condition of the Property or its feasibility for Buyer's intended use in writing within five (5) days following the end of the Due Diligence Period, 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 Agent by or on behalf of Buyer, including the Earnest Money 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. 13. Studies, Reports and Investigations. Seller agrees to make available to Buyer within five (5) business days following the Effective Date, any and all information, studies, reports, investigations, disclosures statements, 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 Prope:rty'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). 14. Right of Entry. Prior to close of escrow, Buyer and Buyer's agents shall have the right, upon reasonable notice to Seller, to enter upon the Property for the purpose of inspecting, examining, surveying and reviewing the Property in accordance with Section 12. Buyer's inspection, examination, survey and review of the Property shall be at Buyer's sole expense. Buyer shall obtain Seller's advance consent in writing to any proposed physical testing of the Property by Buyer or Buyer's agents, which consent shall not be unreasonably conditioned, withheld or delayed. Buyer shall repair, restore and return the Property to its original condition after such physical testing, at Buyer's sole expense. Buyer shall schedule any such physical tests during normal business hours unless otherwise approved by Seller. Buyer agrees to indemnify Seller and hold Seller harmless from and against all liability, loss, cost, damage and expense (including, without limitation, reasonable attorney's fees and costs of litigation) resulting from Buyer's or Buyer's agents entry upon the Property, except to the extent that such liability, loss, cost, damage and expense arises as a result of the negligence or other wrongful conduct of Seller or its agents. 15. Seller's Conditions to Closing. The close of escrow and Seller's obligation to sell the Property pursuant to this Agreement are conditioned upon: (i) the performance by Buyer of each obligation to be performed by Buyer under this Agreement within the applicable time period, or waiver by Seller of such obligation; (ii) the Buyer acknowledges receipt of rental agreements and disclosures statements; and (iii) Buyer's representations and warranties contained in this Agreement being true and correct as of the Effective Date and the close of escrow. lb. Seller's Representations and Warranties. Seller hereby represents and warrants that except as disclosed in writing to Buyer, as of the Effective Date and as of the close of escrow: (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, 875563-2 6 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 t:he Environmental Protection Agency or any other governmental agency concerning the 1roperty; (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, rc;cords, 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 goverrunental authority of any threatened or pending zoning, building, fire, or health code violation or violation of ather governmental regulations concerning the Property that have not previously been corrected, and no condition on the Property violates any health, safety, fire, environmental, sewage, building, or other federal, state or local law, ordinance or regulation; (ix) no contracts, licenses, leases or coinmitinents regarding the maintenance or use of the Property or allowing any third party rights to use the Property are in force; (x) there are no threatened or pending actions, suits, or administrative proceedings against or affecting the Property or any portion thereof or the interest of Seller in the Property; (xi) there are no threatened or pending condemnation, eminent domain, or similar proceedings affecting the Property or any portion thereof; (x.ii) Seller has not received any notice from any insurer of defects of the Property which have not been corrected; (xiii) 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; (xiv) all information that Seller has delivered to Buyer, either directly or through Seller's agents, is accurate and complete; and (xv) Seller has disclosed all material facts concerning the Property. Seller further 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 lby 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 an.y 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 perfornl all of its terms and conditions, and that this Agreement is enforceable against Seller in accordance with its terms. 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 Earnest Money L>eposit, 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. 875563-2 7 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. 17. Seller's Covenants. Seller covenants that from the Effective Date and through the close of escrow, Seller: (i) shall not permit any liens, encumbrances, or easements to be placed on the Property, other than Permitted Exceptions; (ii) shall not enter into any agreement regarding the use, sale, rental, management, repair, improvement, or any other matter affecting the Property that would be binding on Buyer or the Property after the close of escrow without the prior written consent of Buyer; (iii) sYiall not permit any act of waste or act that would tend to diminish the value of the Property for any reason, except that caused by ordinary wear and tear; and (iv) shall maintain the Property in its condition as of the Effective Date, ordinary wear and tear excepted, and shall manage the Property substantially in accordance with Seller's established practices. 18. Buyer's Representations, Warranties and Covenants. Buyer represents, warrants and covenants that this Agreement ar.~d all other documents delivered in connection herewith, prior to or at the close of escrow: (i;l have been duly authorized, executed, and delivered by Buyer; (ii) are binding obligations of Buyer; and (iii) do not violate the provisions of any agreement to which Buyer is a party. Buyer further represents and warrants that the persons who have executed this Agreement on behalf of Buyer have are duly authorized to do, that Buyer has the legal right to enter into this Agreement and to perform all of its terms and conditions, and that Agreement is enforceable against ]Buyer in accordance with its terms. 19. Environmental Indemnity. Seller agrees to unconditionally and fully indemnify, reimburse, defend, protect and hold harmless Buyer and the City of South San Francisco, California from and against any and all claims, demands, damages, losses, liabilities, fines, orders, judgments, actions, injunctive or other relief (whether or not based on personal injury, property damage, contamination of, or adverse effects upon, the environment or natural resources), costs, economic or other loss, expenses (including without limitation attorneys' fees and any expenses associated with the investigation, assessment, monitoring, response, removal, treatment, abatement and/or remediation of Hazardous Materials in, on or under the Property), and/or administrative, enforcement or judicial proceedings, whether known or unknown, and which are directly or indirectly, in whole or in part, caused by, arise out of, or relate to the presence, release or discharge or alleged presence, release or discharge of any Hazardous Materials in, on or under the Property prior to the Closing Date, or a violation or alleged violation of an Environmental Law prior to the Closing Date. 20. Damage and Destruction. In the event of any damage or other loss to the Property, or any portion thereof, caused by fire or other casualty prior to the close of escrow in an amount not exceeding $50,000, Buyer shall not be entitled to terminate this Agreement, but shall be obligated to close the escrow and purchase the Property as provided in this Agreement, without abatement in the Purchase Price, provided that Seller shall: (i) assign and transfer to Buyer all of 875563-2 $ Seller's rights under any insurance policy covering the damage or loss, and all claims for monies payable from Seller's insurer(s) in connection with the damage or loss, and (ii) pay to Buyer at the close of escrow the amount of Seller's deductible under the insurance policy or policies covering the damage or loss. In thE; event of damage or destruction of the Property or any portion thereof prior to the close of escrow in an amount in excess of $50,000, Buyer may elect either to terminate this Agreement upon written notice to Seller, or to consummate the purchase of the Property, in which case Seller shall (i) assign and transfer to Buyer all of Seller's rights under any insurance policy covering the damage or loss, and all claims for monies payable from Seller's insurer(s) in connection with 'the damage or loss, and (ii) pay to Buyer at the close of escrow the amount of Seller's deductible under the insurance policy or policies covering the damage or loss. In the event Buyer elects to terminate this Agreement, the Earnest Money 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. 21. Brokers. Each Party warrants and represents to the other that no person or entity can properly claim a right to a real estate commission, brokerage fee, finder's fee, or other compensation with respect to the transaction contemplated by this Agreement. Each Party agrees to defend, indemnify and hold harmless the other Party from any claims, expenses, costs or liabilities arising in connection with a breach of this warranty and representation. The terms of this Section shall survive the expiration or earlier termination of this Agreement. 22. Assi nment. Buyer shall have the right to assign all rights and obligations under this Agreement to any party and no approval of any such assignment shall be necessary. 875563-2 23. Notices. Except as otherwise specifed in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other parties in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; (iii) nationally recognizf~d overnight courier, with charges prepaid or charged to the sender's account, in which case notice is effective on delivery if delivery is confirmed by the delivery service; (iv) facsimile transmission, in which case notice shall be deemed delivered upon transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by first- class or certified mail or by overnight delivery, or (b) a transmission report is generated reflecting the accurate transmission thereof. Any notice given by facsimile shall be considered to have been received on the next business day if it is received after 5:00 p.m. recipient's time or on a nonbusiness day. Buyer: South Sa:n Francisco Redevelopment Agency City Hall, 400 Grand Avenue South San Francisco, CA 94083 Attention: Executive Director Telephone: (650) 829-6620 Facsimile: (650) 829-6623 with a copy to: Meyers, Nave, Riback, Silver & Wilson 55~ 12`h Street, Suite 1500 Oakland.. CA 94607 Attention: Steven T. Mattas, Agency Counsel Seller: Frances 1Y1. Perna 2003 Trust U/T/D December 12, 2003 c/o Frances M. Perna, Trustee 232 Jamie Ct. South Szcn Francisco, CA 94080 24. Litigation Costs. If any legal action or any other proceeding, including arbitration or action for declaratory relief, is brought for the enforcement of this Agreement or because of an alleged breach or default in connection with this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and other costs, in addition to any other relief to which such Party maybe entitled. 875563-2 10 25. Waivers; Modification. No waiver of any breach of any covenant or provision of this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no waiver shall be valid unless in writing and executed by the waiving party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act, and no extension shall be valid unless in writing and executed by the waiving party. This A;, Bement may be amended or modified only by a written instrument executed by the Parties. 26. Successors. This Agreement shall bind and inure to the benefit of the respective heirs, personal representatives, successors and assignees of the Parties. 27. Provisions Not Merged With Deeds. None of the provisions, terms, representations, warranties and covenants of this Agreement are intended to or shall be merged by the Grant Deed, and neither the Grant Deed nor any other document shall affect or impair the provisions, terms, representations, warranties and covenants contained herein. Without limiting the generality of the foregoing, Seller's representations, warranties and covenants contained herein shall survive the close of escrow. 28. Construction. The section. headings used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement is the product of negotiation and compromise- on the part of both Parties, and the Parties agree, that since both Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. 29. Action or Approval. Where action and/or approval by Buyer is required under this Agreement, Buyer's Executive Director may act on and/or approve such matter unless the Executive Director determines in his or her discretion that such action or approval requires referral to Buyer's Board for consideration. The tune periods afforded Buyer for any event, inspection, feasibility, due diligence, escrow closing or otherwise shall not be extended by any such referral to Buyer's Board. 30. Entire Agreement. This Agreement, including Exhibits A to D attached hereto and incorporated herein by this reference, contains the entire agreement between the Parties with respect to the subject matter hereo:E, and supersedes all prior written or oral agreements, understandings, representations or statements between the Parties with respect to the subject matter thereto. 31. Counterparts. This Agreement maybe executed in one or more counterparts, each of which shall be an original and all ofd which taken together shall constitute one and the same instrument. 32. Severability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall 875563-2 11 continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged thereby. 33. No Third Party Beneficiaries. Nothing in this Agreement is intended to or shall confer upon any person, other than the; Parties and their respective successors and assigns, any rights or remedies hereunder. 34. Parties Not Co-Venturers. Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. 35. Non-Liability of afficials, Employees and Agents. No member, official, employee or agent of Buyer shall be personally liable to Seller or its successors in interest in the event of any default or breach by Buyer or for any amount which inay become due to Seller or its successors in interest pursuant to this Agreement. 36. Time of the Essence. Time is of the essence for each condition, term, obligation and provision of this Agreement. 37. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. 38. Time for Performance. When the time for performance of any obligation under this Agreement is to be measured from another event, such time period shall include the day of the other event. If the day of the time for performance is not a regular business day, then the time for such performance shall be by the regular business day following such day. [Remainder of Page Intentionally Left Blank] 875563-2 12 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. BUYER: SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY By; ATTEST: By: Agency Secretary APPROVED AS TO FORM: By: Agency Counsel SELLER: By: Barry M. Nagel, Executive Director Frances M. Perna, Trustee The Frances M. Perna 2003 Trust U/T/D December 12, 2003 875563-2 i 3 Exhibit A :LEGAL DESCRIPTION 875563-2 14 Exhibit B Recording Requested by and when Recorded, return to: CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY P.O. Box 711 South San Francisco, CA 94083 Attn: Executive Director EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE §§6103, 27383 (SPACE ABOVE THIS LINE GRANT DEED For valuable consideration, receipt of which is hereby acknowledged, Frances M. Perna as Trustee of the Frances M. Perna 2003 Trust U/T/D December 12, 2003 ("Grantor") hereby grants to the City of South San Francisco Redevelopment Agency, a public body, corporate and politic ("Grantee") all that real property located in the City of South San Francisco, County of San Mateo, State of California described in Exhibit A attached hereto and incorporated herein. IN WITNESS WHEREOF, Grantors each have executed this Grant Deed as of .2007. GRANTOR Frances M. Perna, Trustee The Frances M. Perna 2003 Trust U/T/D December 12, 2003 875563-2 15 EXHIBIT A (Att:ach legal description.) 875563-2 16 Exhibit C CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Grant Deed dated 2007, executed by Frances M. Penna as Trustee of the Frances M. Penna 2003 Trust U/T/D December 12, 2003 to the City of South San Francisco Redevelopment Agency, a public body, corporate and politic ("Agency"), is hereby accepted on behalf of the Agency by its Executive Director pursuant to authority conferred by Resolution No. ,adopted by the Agency on , 200_.. and that the Grantee consents to recordation of the Grant Deed by its duly authorized officer Dated , 2007 By: Executive Director ATTEST: By: Agency Secretary APPROVED AS TO FORM: By: Agency Counsel Print Name: 875563-2 ~ 7 ACKNOWLEDGMENT State of California ) ss. County of San Mateo ) On 20 before me, , a Notary Public, personally appeared ,personally known to me (or proved to me on the basis of satisfactory evidence} to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. NOTARY PUBLIC 875563-2 ~ $ A(:KNOWLEDGMENT State of California ) ss. County of Sonoma ) On 20 before me, , a Notary Public, personally appeared ,personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(:;) 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 875563-2 ~ g Exhibit D 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 am,~ 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 reference) as a "hazardous substance", "hazardous material", "hazardous waste", "toxic waste", "toxic pollutant", "toxic substance", "solid waste" or "pollutant or contaminant" in or pursuant 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 oi• waste which is defined as such or regulated by any "Superfund" or "Superlien" 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 biphe;nyls, 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 the Toxic Substances Control Act [15 U.S.C. 2601, et seq.]; the Comprehensive Envirorunental 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 1J.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 875563-2 20 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. 875563-2 2~ o ~, y J O c'~LIFOR~IA taff e ort p AGENDA ITEM #7 DATE: December 12, 2007 TO: Honorable Mayor and City Council FROM: Barry M. Nagel, City Manager SUBJECT: CANCELLATION OF REGULAR MEETING ON DECEMBER 26, 2007 RECOMMENDATION: It is recommended that the City Council, by motion, cancel the next regular meeting on December 26, 2007. BACKGROUND/DIS CUS SIGN: The next regular City Council meeting falls in the midst of the holiday season. As a result, staff is recommending that the City Council cancel the meeting on December 26, 2007. CONCLUSION Cancellation of the December 26, 2007, City Council meeting will not have an adverse effect on City business. .._._. - -~ Barry aVI. Nagel City Manager '~ BMN:djo AGENDA ITEM # 8 KARYL M. MATSUMOTO "Italian American Citizens Club 2007 Person of the Year" Whereas, the Italian American Citizens Clu~5 (IACC) of South San Francisco is honoring Karyl Matsumoto as IACC's 2007 "Person of the Year ", at its annual Christmas Dinner and Dance on Saturday, December 8, 2007; and Whereas, Karyl received her B.S degree in Business Administration and her career covers multiple work experiences in public, private and nonprofit sectors; and Whereas, Karyl was elected to the South San Francisco City Council in November 1997 and re-elected in November 2001 and 2005 and served as Mayor in 2000 and 2004, and she is only the second woman in the City's 99 year history to serve on City Council; and Whereas, Karyl has worked diligently to Enhance public services and to improve the quality of life in South San Francisco and through her efforts both personally and professionally, Soz:th San Francisco's well being and way of life has been enhanced; and Whereas, Karyl's participation in various organizations and activity in numerous charitable organizations has been exemplary and specifically her commitment to the IACC and our bocce leagues has been exceptional. NOW THEREFORE, BE IT RESOLVED, ti'2at 1, Pedro Gonzalez, Mayor on behalf of the entire City Council, hereby proclaim December 8, 2007 as "SARYL M. MATSUMOTO DAY" in the City of South San Francisco in recognition of her many years ofservice to the citizens of South San Francisco and Italian American Citizens Club. Pedro Gonzalez, Mayor Mark N. Addiego, Councilmember Richard A. Garbarino, Councilmember Kevin Mullin, Councilmember December 8, 2008 RICHARD A. GARBARINO WHEREAS, on December 5, 2006, the South San Francisco City Council reorganized at the South San Francisco Conference Center and appointed Richard A. Garbarino, Sr. "Mayor" for the year 2007; and; WHEREAS, as Mayor, Rich faithfully served the citizens of South San Francisco through his participation in various committees, subcommittees and intergovernmental agencies including: Liaison for Sister Cities and South San Francisco Unifted School District,' member on the BioScience arzd CDBG subcommittees as well as a member ofABAG, Peninsula Traffic Congestion ReliefAlliance, andtheSan Mateo County OperationalArea EmergencySerwices Council; and WHEREAS, Rich contributed to the welfar°e of employees by holding financial update sessions with City Employee Groups for a better understanding of the C'ity's financial status; in addition, he met regularly with City Department Employees to `check in' to see how things are going and also honored City employees for their years of service at the Annual Employee Recognition Luncheon; and WHEREAS, during his tenure, the City Council has taken actions which will benefrt the City, its businesses and residents - primary issues Mayor Garbarino focused on this past year include: construction began on Wet Weather Phase // and is nearly complete- an $11 million project; the San Mateo Avenue Storm Water Pump Station construction began-a $10 million project, the largest slurry seal program throughout the city was completed, mid a newsewer lateral replacement assistance program is now being offered to residents; new construction has also begun on the new Linear Park (Centemiial Way) and the new Orange Park Recreation Building; and WHEREAS, through Rich's leadership and dedication to public safety our Fire Department has implemented a new Lead PaintAwareness Program and the Police Department has realized a Pharmaceutical Disposal Program; and WHERF,AS, Rich's avid interest in educating our youth and community has energized our libraries with finding and approving additional funding allowing longer hours of operation at the Main and Grand Avenue Branch libraries and helped in the Library expanding its online services through Live Homework Help, Online Book Clubs, and providing additional services to children and families with the implementation of new learning theories for story times in conjunction with his dedication to reading monthly to the students of Los Cerritos Elementary School, and joining education and biotechnology by spearheading the Carady Factory project; and WHEREAS, faithfully performing the duties consistent with the public demands of elected off ce, Mayor Garbarino attended many functions, including the 2007 Bio Conference in Boston, Massachusetts, U. S. Mayors Conference in Ontario, California; the grand opening celebrations forPeet's Coffee, Houlihan's Restaurmit, Grand OakAparlments, Comerica Bank;groundbreakirr~g for Ter•rabay Phase Ill and Kaiser Hospital Oncology Building, and also attended the Information Kiosk installation kicking off the Centennial Way project, and the ever-popular Santa Comes To Town Parade; and WHEREAS, Mayor Garbm°ino has received on behalf of the City of South Smi Francisco, the Silver Mednl of the Governors' Council on Physical Fitness-Spotlight Awm~d and was awarded the 2007 US Conference of Mayors Livability Award for Outstanding Ach,ievernent for his leadership, creativity and innovation for developing and implementing prrograms that improve the quality of life in San Mateo County; and WHEREAS the City Council of tlae City of South San Francisco and its residents extend theirgratitude to Rich's wife, Elaine and his entire family for• supporting Rich in faithfully performing his duties as Mayor. NOW, THEREFORE, BE IT F'ESOLVED by the City Council of the City of South San Francisco that it does hereby recognize the valuable service to the community artd express appreciation to Richard A. Garbarino, Sr. for his dedication and commitment to serving the public's interest with integrity; and BE IT FURTHER RESOLVED that the City Council acknowledges and applaun!s his dedication as Mayor to the citizens of the City of South San Francrsco from December S, 2006 through December 4, 2007. Pedro Gonzalez, Vice Mayor Mark N. Addiego, Councilmember Joseph A. Fernekes, Councilmember dared: oe~ember a, zoos Karyl Matsumoto, Councilmember DATE: December 12, 2007 TO: Honorable Mayor and City Council FROM: Marty Van Duyn, Assistant City Manager SUBJECT: MILLER AVENUE PARKING STRUCTURE RECOMMENDATION It is recommended that the City Council adopt the attached resolution: 1) adopting a Mitigated Negative Declaration of Environmental Impacts for the project and, 2) approving the design of the Miller .Avenue Parking Structure and directing staff to proceed with the construction documents and bidding phase. BACKGROUND/DISCUSSION On October 10, 2007 Watry Design, Inc. presented the Downtown Subcommittee with six alternative schematic designs for the Miller Avenue Parking Structure to be located on existing surface lots on the 300 Block of Miller Avenue. Since that time, a City Council study session and a Downtown Subcommittee merchant's meeting were held to discuss the design concepts. On November 14, 2007, the City Council directed staff to proceed with the 4'/z story, "Traditional" alternative, subject to returning to the Council for approval of final design-level plans with standard details, including exterior finish colors and materials and illustrations that depict the aesthetic impact of parked cars within the structure. In response to these requests, the design team has prepared the attached plans for approval. Proposed exterior finish materials will be discussed in more detail by the architect at the Council meeting. The detail drawings on sheet A5.1 depict the distance from the parking spaces to the face of the building in order to help demonstrate the relative visibility of parked cars from locations outside of the building. ENVIRONMENTAL REVIEW The Initial Study, prepared by staff, identified and discussed the impacts of the parking structure resulting in a Mitigated Negative Declaration being prepared for adoption. The mitigation measures require development of a "Preservation Plan" in order to address the potential impact to cultural resources posed by th.e required removal of the residential duplex at 323 Miller Avenue. The Preservation Plan will incorporate either relocation of the structure or salvage and reuse of historical Staff Report Subject: (Miller Avenue Parking Stnzcture) December 12, 2007 Page 2 of 3 building materials in order to mitigate this impact to a less than significant level. The mitigation measures will be implemented via inclusion into the bid documents for the project. The 20 day comment period commenced November 15, 2007 and ended December 5, 2007. No written comments were received; however, an owner of adjacent property did verbally express concerns to staff on December 5, 2007, principally regarding vandalism and trespassing concerns, as well as proximity of the structure to existing apartments. Staff expects that vandalism and trespass issues will be improved over current conditions, due to the inclusion of active commercial uses on the ground floor of the structure. With regard to setbacks, the Downtown Commercial (D-C) zoning district provides for property line-to-property line development in most cases, consistent with the urban pattern found in most traditional Downtowns. As proposed, the side walls of the parking structure are set back 1' from the property lines, with only architectural features (e.g. cornices) approaching the property line. FUNDING A concept financing plan was approved for the project at the Redevelopment Agency Board's meeting of February 14, 2007. Preliminary estimates of construction costs total $11,814,075, which includes optional features such as an electronic counting system, electric vehicle charging stations, aroof-mounted photovoltaic (solar) array and a geo-thermal loop. Without these features, costs decrease by $857,000 to $10,957,075. CONCLUSION The Parking Structure as proposed is the result of a collaborative effort between City Councilmembers, Downtown business and property owners and staff. As proposed, the project is consistent with the General Plan and Redevelopment Plan polices applicable to Downtown that seek to strengthen the Downtown's presence as the City's traditional commercial core. Staff therefore recommends that the City Council adopt the attached resolution to approve the design of the Miller Avenue Parking Structure and direct staff to proceed with the construction documents and bidding phase, and adopt the attached Mitigated Negative Declaration of Environmental Impacts for the project. Marty Van Duyn agel Assistant City Ma ger City Manager BN:MVD:cs Staff Report Subject: (Miller Avenue Parking Structure) December 12, 2007 Page 3 of 3 Attachment: Resolution Initial Study/Mitigated Negative Declaration Plans RESOLUTION NO. A RESOLUTION APPROVING THE DESIGN OF THE MILLER AVENUE PARKING STRUCTURE AND DIRECTING 'STAFF TO PROCEED WITH THE CONSTRUCTION DOUCMENTS AND BIDDING PHASE, AND ADOPTING A MITIGATED NEGATIVE DECLARATION FOR THE PROJECT. WHEREAS the City of South San Francisco proposes to develop a public parking structure consisting of a 4'/2 story building containing 256 parking stalls and ground floor commercial space and related improvements, on 24,500 square feet of land area located on the south side of the 300 block of Miller ,venue in the City of South San Francisco. The proposal is referred to herein as the "Project", and WHEREAS, the Project as proposed is consistent with the policies of the 1999 General Plan applicable to the Downtown planning subarea, the Downtown/Central Redevelopment Plan, and South San Francisco Municipal Code Title 20 (Zoning Ordinances); and WHEREAS, the City prepared an Initial Study and determined that a Mitigated Negative Declaration should be prepared for the Project; and WHEREAS, a draft Mitigated Negative Declaration and related Initial Study dated November 15, 2007 and attached as Exhibit A, was prepared pursuant to CEQA Guidelines section 15070, identifying mitigations that would avoid or mitigate the potential environmental effects of the Project to a point where clearly no significant effects would occur; and WHEREAS, the draft Mitigated Negative Declaration was circulated for public review from November 15, 2007 to December 6, 2007. The City received no comment letters on the draft Mitigated Negative Declaration; and WHEREAS, a staff report, dated December 12, 2007 and incorporated herein by reference, described and analyzed the draft Mitigated Negative Declaration for the City Council; and WHEREAS, the City Council reviewed the staff report, the draft Mitigated Negative Declaration at a noticed public hearing on December 12, 2007 at which time all interested parties had the opportunity to be heard; and WHEREAS, the draft Mitigated Negative Declaration, reflects the City's independent judgment and analysis on the potential for environmental impacts from the Miller Avenue Parking Structure Project; and WHEREAS, the location and custodian of the draft Mitigated Negative Declaration, including other documents that constitute the record of proceedings for the Project is the Chief Planner, Planning Division of the City of South San Francisco, 315 Maple Avenue, South San Francisco, CA. NOW, THEREFORE, BE IT RESOLVED that the foregoing recitals are true and correct and made a part of this resolution. BE IT FURTHER RESOLVED that the City Council has reviewed and considered the draft Mitigated Negative Declaration prior to taking action on the Project. BE IT FURTHER RESOLVED that the City Council hereby finds as follows. 1. On the basis of the whole record before it, the City Council hereby finds that there is no substantial evidence that the Project as mitigated will have a significant effect on the environment. 2. The Mitigated Negative Declaration has been completed in compliance with CEQA and the CEQA Guidelines. 3. The Mitigated Negative Declaration is complete and adequate and reflects the City's independent judgment and analysis as to the potential environmental effects of the Miller Avenue Parking Structure. NOW, THEREFORE, be it resolved that the City Council of the City of South San Francisco hereby approves the design of the Miller Avenue Parking Structure and directs staff to proceed with the construction documents and bidding phase of the project and adopts the Mitigated Negative Declaration consisting of attached Exhibit A for the Miller Avenue Parking Structure Project. I hereby certify that the foregoing Resolution was introduced and adopted by the City Council of the City of South San Fra~lcisco at a Public Hearing held on the 12`h day of December, 2007 by the following vote: