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HomeMy WebLinkAbout2008-01-09 e-packet5~"~x~sAN~, ~ '~` _ %' _ ~ ~ o ~` C9L1 FORN~Q' AGENDA T CITY OF SOUTH SAN FRANCISCO REGULAR MEETING MUNICIPAL SERVICE BUILDING COMMUNITY ROOM WEDNESDAY, JANUARY 9, 2008 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 Number 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 fiLture 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 RICHARD A. GARBARINO, SR. Boardmember RICHARD BATTAGLIA Investment Officer BARRY M. NAGEL Executive Director MARK N. ADDIEGO Boardmember KEVIN MULLIN Boardmember KRISTA MARTINELLI-CARSON Clerk STEVEN T. MATTAS Counsel PLEASE SILENCE CELL. I'~®NES PAGE 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 December 12, 2007. 2. Motion to approve expense claims of January 9, 2008. 3. A Resolution authorizing execution of Subordination Agreement with Grand Oak Associates and State of California Multifamily Housing Program for the Grand Oak Housing Development. ADMINISTRATIVE BUSINESS 4. A Resolution authorizing lease of real property located at 1 Chestnut Avenue. CLOSED SESSION 5. Pursuant to Government Code Section 54956.8, real property negotiations related to terms of lease of real property located at 1 Chestnut Avenue; Agency Negotiator: Assistant Director Marty Van Duyn; Ron Price Motors, Inc. Negotiator: Ron Price. ADJOURNMENT REGULAR REDEVELOPMENT AGENCY MEETING JANUARY 9, 2008 AGENDA PAGE 2 ''_ ~,~eveloet ecy ~~ r 1 ~> ~ ,, ~` ..._ Eli A.IT' #3 DATE: January 9, 200 TO: Redevelopment Agency Board FROM: Marty Van Duyn, Assistant Executive Director SUBJECT: SUBORDINATION AGREEMENT WITH GRAND OAK ASSOCIATES AND THE CALIFORNIA DEPARTMENT OF HOUSING AND COMl~f(JNITY~ DEVELOPMENT FOR TI-IE GRAND OAK HOUSING DEVELOPMENT ~ I~Il~El~DA'~'~~l'~ ~t is recommended that the ~2edeveloprnent ~,.gericy adopt a resolution authorizing the execution of a subordination agrecn~ent with brand ~al~ Associates (gin affiliate of B Y11ca L, I-~ousing}, and the California epartrnon~ of mousing and Community evoloprnent. BACKGROUND/DISCUSSION On March 9, 2005 the Redevelopment Agency Board authorized the execution of a Construction Loan Agreement ("Agency Loan Agreement") and the provision of a 1oa11("Agency Loan"} in the amount of $3,500,000 to Grand Oalc Associates ("Developer"), a California limited partnership affiliated with BRIDGE Housing Corporation, to develop affordable housing on Oak a11d Grand Avenues (the "Project"}. Ill C011r1ect1011 Wltl1 the Agency Loan, the Developer executed a Deed of Trust securing repayment of the Agency Loan ("Agency Deed of Trust"), and the Developer and Agency executed a Regulatory Agreement ("Agency Regulatoly Agreement") which requires the Developer to make 21 units in the Project affordable to very low-income families. The California Department of Housing and Community Development's ("I-ICD") will provide a permanent loan to Developer in the amount of $4,677,773.00 for the Project ("HCD Loan"). The HCD Loan will be subject to a regulatory agreement which requires the Developer to provide 21 additional affordable units in the Project. HCD has indicated that it would be unwilling to provide the Loan for the Project without subordination of the Agency Deed of Trust and the Agency Regulatory Agreement. Health and Safet~~ Code Section 33334.14 permits subordination of redevelopment agency affordability restrictions to a lien, encumbrance, or regulatory agreement under a state program when a state agency is providing financing to the housing units if the state agency refuses to consent to the seniority of the agency's covenant or restriction. In addition, file Agency Loan Agreement acknowledges that the Developer would pursue permanent financing from HCD's Multifamily Housing Program for the Project and that the Agency would subordinate the Agency Deed of Staff Report Subject: Subordination Agreement with Grand Oaks Associates and HCD Page 2 Trust to a deed of trust related to HCD Mulitfainily Housing Program Funds. Subordinating the Agency Regulatory Agreement does not put the Lulus at risk of Losing their affordability if the Developer defaults and HCD forecloses because HCD's regulatory agreement also requires that the units remain affordable. In addition, the Subordination Agreement gives t11e Agency the ability to cure defaults and thus preserve the Project's affordability. FT T1~TT~TN("T There is no fiscal impact on the Agency by subordinating its regulatory agreements. However, in the event the Developer defaults on its obligation it may be in the Agency's interest to cure the default to preserve the affordable housing. The likelihood of a default is extremely low since BRIDGE Housing has an outstanding record of meeting its financial obligations. CONCLUSION It is recommended that the Redevelopment Agency adopt a resolution authorizing the execution of a subordination agreement with Grand Oak Associates and the California Department of Housing and Community Development pursuant to which the Agency Deed of Trust and Agency Regulatory Agreement would be subordinated. The final Subordination .Agreement shall be subj ect to approval as to form by the City Attorney. BRIDGE has developed more than 11,000 homes and has an outstanding record of meeting its financial obligations with its development projects. ...~ By: Approved:l ~ v ~' ~ ~~_~ ~.~~ Marty Van Duyn Barry M. Nagel Assistant Executive rector Executive Director At~:achments: Resolution Subordination Agreement 1043522.1 RESOLUTION NO. REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRAI~TCISCO STATE OF CALIFORNIA A RESOLUTION AUTHORIZING EXECUTION OF A SUBORDINATION AGREEMENT WITH GRAND OAK ASSOCIATES AND THE CALIFORNIA DEPARTMENT OF I-IOUSING AND COMMUNITY DEVELOPMENT FOR THL GRAND OAK AFFORDABLE HOUSING PROJECT WI-IEREAS, on March 9, 2005, the Redevelopment Agency of the City of South San Francisco ("Aber~cy") authorized the execution of a Constl•uction Loan Agreement and tl~.e provision of a loan in the amount of $3,500,000 (the "Agency LO~a~") to Grand Oalc Associates, a California limited partnership affiliated with BRIDGE Housing Corporation (the "Ieveloper") to develop an affordable housing project on Oak and Grand Avenues (the "Project"); WHEREAS, in connection with the Loan, the Developer executed a Deed of Trust securing repayment of the Loan ("Deed of'~'rust"), and the Developer and the Agency executed a Regulatozy Agreement pursuant to which the Developer has agreed to restrict the rents for 21 of the units developed as part of the Project to affordable levels ("I~egula~ory A.gree~nel~t"}; WHEREAS, the California Department of Housing and Community Development ("~Cl~") will provide a permanent loan to Developer in the amount of Four Million Six Hundred Seventy- Seven Thousand Seven Hundred Seventy-Three Dollars ($4,677,773.00) for the Project (the "FICI3 Pernaazlent Loam"); WHEREAS, Health and Safety Code Section 33334.14 permits subordination of redevelopment agency affordability restrictions to a Lien, encumbrance or regulatory agreement under a state program when a state agency is providing financing if the state agency refuses to consent to the seniority of the agency's restrictions; WHEREAS, HCD has indicated that it would be unwilling to provide the HCD Permanent Loan for the Proj ect without subordination of the Deed of Trust and tl~e Regulatory Agreement; and WHEREAS, the proposed Subordination Agreement provides the Agency with rights to receive notice and to cure defaults arising under the HCD loan documents. NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of 1043494.1 South San Francisco that the Agency hereby authorizes tl~e Executive Director or his designee to execute a Subordination Agreement substantially in the form on file with the Agency Secretary and to take such other actions reasonably necessary to carry out the intent of this Resolution. 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 9th day of January, 2008 by the following vote: ACES: NOES ABSTAIN: ABSENT: ATTEST: Agency Secretary 1043494.1 Free recording in accordance with California Government Code Sections 6103 and 27383 RECORDING REQUESTED BY, AND wNEN RECORDED, MAIL TO: State of California Department of Housing and Community Development P. O. Box 952052 Sacramento, CA 94252-2052 Attn: Multifamily Housing Program Documents Coordinator 04-M H P-191 StJBORD[ T[O ,~ REE E T A D ESTOP EL CE[~T'[F[CAT'E ~T[CE: TH[S SI~RD[NA1'[ AGREE[V[E ~' RESI~L`CS [ YOUR SECUR[1"~' [NTEREST [!~ THE P[~~PERTl( ECC~[~fl[NG SUBJECT' TO ~ D ~F L®~P'ER P[~[C)R[TY THAN THE L[EN OF SO[~[E C~THE[~ C3R LATER SECUR[T`~ INSTF~U[V[E[~T. THIS SUBORDINATION AGREEMENT AND ESTOPPEL CERTIFICATE (the "Agreement"} is dated as of 2008, for reference purposes only, and is entered into by and among the Redevelopment Agency of the City of South San Francisco, a public body, corporate and politic (the "Agency"), Grand Oak Associates, a California limited partnership (the "Borrower"), and the Department of Housing and Community Development, a public agency of the State of California (the "HCD"). REC[Tp.LS A. Borrower is the owner of the fee simple interest or a leasehold estate in that real property described in Exhibit A attached hereto and made a part hereof (the "Property"). The Borrower has acquired and is rehabilitating a 43-unit multifamily residential rental development on the Property (the "Improvements"). The Property and the Improvements are sometimes referred to collectively as the "Development." B. The Agency has made a loan to the Borrower in the principal sum of Three Million Five Hundred Thousand Dollars ($3,500,000.00) (the "Agency Loan"). The Agency Loan is evidenced by a certain promissory note (the "Agency Note"), secured by a certain MHP Subord. Agrmt & Estoppel Certif. (NOFA 01 /26/05) Rev: 03/02/07 Prep: Dev: Contract No.: 1043370.2 Page 1 of 6 deed of trust (the "Agency Deed of Trust") recorded in the Official Records of San f~ateo County, California (the "Official Records"), on November 16, 2005, as Instrument No. 2005- 200233. The Agency and Borrower have also entered into a regulatory agreement affecting the use of the Development, recorded on November 16, 2005, as instrument No. 2005- 200232 in the Official Records (the "Agency Regulatory Agreement"). The Agency Deed of Trust, the Agency Regulatory Agreement, and the Agency Note are collectively referred to herein as the "Agency Documents." C. In order to finance the development of the Improvements, HCD has agreed to loan the Borrower a sum not to exceed Four fVlillion Six Hundred Seventy Seven Thousand Seven Hundred Seventy Three Dollars ($4,677,773.00) (the "HCD Loan"), subject to the terms and conditions of: (i) a regulatory agreement restricting the use and occupancy of the Development and the income derived therefrom which shall be dated as of even date herewith and recorded as an encumbrance on the Property in the Official Records (the "HCD Regulatory Agreement") and (ii) a loan agreement governing the terms of 'the HCD Laan which shall be dated as of even date herewith ("HCD Loan Agreement"). The HCD Loan will be evidenced by a promissory note (the "HCD Note"), the repayment ofi which will be secured by, among other things, a deed ofi trust by Borrower as trustor, to HCD as beneficiary recorded as an encumbrance on the Property in the Official Records (the "HCD Deed of Trust"). The HGD Regulatory Agreement, the HCD Loan Agreement, the HCD Nate, and the HCD Deed of Trust are collectively referred to herein as the "HCD Documents." D. HCD is willing to make the HCD Loan provided the HGD Deed of Trust and the HCD Regulatory Agreement are liens, claims or charges upon the Development prior and superior to the Agency Documents, and provided that the Agency specifically and unconditianally subordinates and subjects the Agency Documents to the liens, claims or charges of the HCD Deed of Trust and the HCD Regulatory Agreement. ~~I~EEME~T Na , T'HEREFOR~, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in order to induce HCD to make the HCD Loan, it is hereby declared, understood and agreed as follows: 1. The HCD Regulatory Agreement and the HCD Deed of Trust securing the HCD Nate in favor of HCD, and any and all renewals, modifications, extensions or advances thereunder or secured thereby (including interest thereon) shall unconditionally be and remain at ail times liens, claims, or charges on the Development prior and superior to the Agency Documents, and to all rights and privileges of the Agency thereunder; and the Agency Documents, together with all rights and privileges of the Agency thereunder are hereby irrevocably and unconditionally subject and made subordinate to the liens, claims or charges of the HCD Deed of Trust and the HCD Regulatory Agreement. MHP Subord. Agrmt & Estoppel Certif. (NOFA 01 /26/05) Rev: 03/02/07 Prep: Dev: Contract No.: 1043370.2 Page 2 of 6 2. This Agreement shall be the whole and only agreement with regard to the subordination of the Agency Documents, together with all rights and privileges of the Agency thereunder, to the liens, claims or charges of the HCD Deed of Trust and the HCD Regulatory Agreement, and this Agreement shall supersede and cancel any prior agreements to subordinate the claims, liens or charges of, but only insofar as would affect the priority between the claims, liens or charges of the Agency Documents to the HCD Deed of Trust and the HCD Regulatory Agreement including, but not limited to, those provisions, if any, contained in the Agency Documents, which provide for the subordination of the lien or charge thereof to another lien or charge on the Property or the Improvements. 3. The Agency declares, agrees and acknowledges that: (a) The Agency consents and approves (i) all provisions of the HCD Documents, and (ii) all agreements among the Agency, Borrower and HCD for the disbursement of the proceeds of the HCD Loan, including without limitation any loan escrow agreements which have been provided to the Agency for review; (b) HCD, in making disbursements of the HCD Loan pursuant to the HCD dote or any other agreement, is under no obligation or duty to, nor has HCD represented that it will, see to the application of such proceeds by the person or persons fo whom HCD disburses such proceeds, and any application or use of such proceeds for purposes other than those provided for in such agreement or agreements shall not defeat the subordination herein made in whole or in part; (c) That none of the execution, delivery or recordation of any of the HCD Documents, or the performance of any provision, condition, covenant or other term thereof, will conflict with or result in a breach of the Agency Documents; and (d) The Agency intentionally and unconditionally waives, relinquishes, subjects and subordinates the claims, liens or charges upon the Development of the Agency Documents, all present and future indebtedness and obligations secured thereby, in favor of the claims, liens or charges upon the Development of the HCD Deed of Trust and the HCD Regulatory Agreement, and understands that in reliance upon, and in consideration of, this waiver, relinquishment, subjection, and subordination, the HCD Loan and advances thereof are being and will be made and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but far said reliance upon this waiver, relinquishment, subjection and subordination. 4. In consideration of Agency's covenants and agreements contained in this Agreement, HCD hereby agrees for the benefit of Agency that, in the event of any default of Borrower under the HCD Documents, HCD shall deliver to Agency a copy of any notice of default delivered to Borrower in connection therewith concurrently with delivery to Borrower of the same ("Default ~lotice"). Agency shall have the right, but not the MHP Subord. Agrmt & Estoppel Certif. (NOFA 01/26/05) Rev: 03/02/07 Prep: Dev: Contract No.: 1043370.2 Page3of6 obligation, to cure such noticed default by giving HCD written notice of its election and effecting cure within ninety (90) days following delivery to Agency or, if such default cannot be cured within ninety (90) days, such longer time as shall be reasonably necessary to cure (the "Cure Period"}. HGD agrees that it shall not complete a foreclosure sale of the Property, or any portion thereof, or record adeed-in-lieu of foreclosure with respect to the Property, or any portion thereof, unless and until Agency has received a Default Notice and Agency has failed to cure such default within the Cure Period; provided however, that during the Cure Period HCD shall be entitled to continue to pursue all of its rights and remedies under the HCD Documents. If a cure is completed within the Cure Period, HCD will rescind any notice of default recorded and request dismissal of any receiver who has been appointed after reimbursement of all of HCD's costs, including, without limitation, reasonable attorneys' fees and costs. Nothing in this Section is intended to modify any covenant, term or condition contained in the HCD Documents, including, without limitation, the cove-~ant against creating or recording any liens or encumbrances against the Property without HCD's prior written approval. 5. HGD would not make the HCD Loan without this Agreement. 6. This Agreement shat( be binding on and inure to the benefit of the legal representatives, heirs, successors and assigns of the parties. 7. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 8. In the event that any party to this Agreement brings an action to interpret or enforce its rights under this Agreement, the prevailing party in such action shelf be entitled to recover its costs and reasonable attorneys' fees as awarded by the court in such action. 9. This Agreement may be signed by different parties hereto in counterparts with the same effect as if the signatures to each counterpart were upon a single instrument. All counterparts shall be deemed an original of this Agreement. ~T'6CE: THIS ~~~C~(NATI®N At~~.EEIVIENT' C~ TAWS A ~~V[SI~ ~-61CH ALLCIWS THE F'E~~ON (~R ENTIT'`~~ C~~LiGATED N YC.9tJ SEAL P~~PERTY SEC1J~~1"Y `TC) C~T,AIN LEAN .A PQ~TI~ CAF WHICH ~IAY ~E E~PEN®ED FC~ff~ OTHER Pl1RP(~~E~ THA[V 1 PR~~E ENT' ~F 1"HE LAND. ~1~' ~4~'tJF2~S HIV ~=~~L~~/I~'(~ ~c~E. MNP Subord. Agrmt & Estoppel Certif. (NOFA 01/26/05) Rev: 03/02/07 Prep: Dev: Contract No.: 1043370.2 Page 4 of 6 I IT'NESS HE EOF, the parties have executed this Agreement as of the date first set forth above and agree to be bound hereby: FOR O ERa Grand Oak Associates, a California Limited Partnership AECY: Redevelopment Agency of the City of South San Francisco, a public body, corporate and politic Sy: BRIDGE Tower LLC, a California limited liability company, its By: General Partner Sy: IVorthpoint Housing, Inc., a California nonprofit public benefit ATTEST; carporation, its member/manager By: Lydia Tan, Vice President HCD: ey: The Department of Housing and Community Development, a public agency of the State of California dame: E3y: Executive Director Agency Secretary APPROVED AS TO FORM: gy: Manager Multifamily Housing Program Agency Counsel Si~n~tu~es rnus~ ~e ~ck~ac~wle~gre~ MHP Subord. Agrmt & Estoppel Certif. 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CCJ ENATIt7 Staff reco ends that the Redevelopment Agency adopt the Resolution approving the execution of a lease with respect to 1 Chestnut Avenue by and between the Agency and Ron Price Motors, Inc., following a joint hearing of the City Council and the Redevelopment. Agency as required by California Ilealth and Safety Code Section 33433. ACKGR® D/DISCUSSI®N In December 2007, the Redevelopment Agency entered into a Purchase and Sale Agreement with Ron and Florine Price for the purchase of 1 Chestnut Avenue (Property). In order to give the Price's time to wind down or sell the automobile dealership business that currently exists on the Property, the Agency will concurrently enter into a Lease Agreement with Ron Price Motors, Inc. at the time of recordation of the Agency's purchase of 1 Chestnut Avenue. The Lease Agreement is a short-term three (3} year agreement that will permit the Agency to determine the best ultimate use for the Property. In December 2007, the City issued a request for proposals for a land use and specific plan for 50 acres of property located between Chestnut Avenue and the South San Francisco BART station. The Property is included in this study area. The terms of the Lease Agreement and valuation of the Property are included in the attached 33433 Summary Report, which was prepared in accordance with Community Redevelopment Law. CNCLITSIN The proposed lease is consistent with all the relevant planning related documents including the South San Francisco General Plan and the Redevelopment Plan. The City Council previously determined, in its adoption of the ordinance approving the Redevelopment Plan, that the property is a portion of a blighted area, and underutilized. Staff Report To: Redevelopment Agency Board RE: 1 Chestnut Avenue Lease Agreement Date: January 9, 2008 Page 2 of 3 Approval of the lease would assist in the alleviation or removal of blighted conditions and would further the goals of the Implementation Plan by conveying the property for the proj ect pursuant to the teens of the lease. B 'L--a~---.rte- Y Marty Van Duyn Assistant Director Approved ` ~ Barry M. gel Executive Director ATTACHMENTS Redevelopment Agency Resolution Lease Agreement 3 343 3 Summary Report OLUTI . RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO CONSE TING TO THE APPROVAL BY THE CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY OF A LEASE WITH RESPECT T01 CHESTNUT STREET BY AND TEE THE AGENCY AND RO PRICE MOTORS WHEREAS, the City of South San Francisco Redevelopment Agency (the "Agency") is a redevelopment agency formed, existing and exercising its powers pursuant to the provisions of the California Community Redevelopment Law, Health and Safety Code Section 33000 et. seq. (the " o munity Redevelopment Law"); and W AS, the Agency is charged with implementing the Redevelopment Plan (the " eevelopment Plan") as adopted for the EI Camino Corridor Redevelopment Area (the "Project rea") within the City of South San Francisco (the " ity"); and WHEREAS, the Agency has adopted an implementation plan setting forth programs and activities to improve or alleviate blighting conditions within the Project Area (the "Implementation Plan"); and WHEREAS, the Agency is authorized to convey land under Sections 33431 and 33433 of the Health and Safety Code upon the consent of the City Council an in furtherance of the implementation of the Redevelopment Plan; and WHEREAS, the Agency owns that certain real property located at 1 Chestnut Street, known as San Mateo County Assessor's Parcel Number 011-322-030 and which consists of approximately 73,355 square feet of land, located within the Project Area (the "Property"); and WHEREAS, the Agency desires to enter into that certain Lease (the "Lease") between the Agency and Ron Price Motors (the "~eaaee") with respect to the Property setting forth the terms and conditions under which the Agency shall lease the Property to the Lessee and Lessee shall develop the Property (the "Project") pursuant to the Lease; and WHEREAS, the Lease furthers the goals of the Agency set forth in the Implementation Plan as it will as it will avoid blighting conditions by ensuring that the Property is not vacant, is maintained to a high standard, and the business thereon is providing a service to the community; and WHEREAS, under the Lease, the Lessee shall ground lease the Property from the Agency for a term not to exceed three (3) years as more particularly described in the summary report made in accordance with Section 33433 of the California Health and Safety Code (the "Report"); and WHEREAS, pursuant to Section 33433 of the Community Redevelopment Law the Agency is authorized, with the approval of the City Council after a duly noticed public hearing, to convey the Property pursuant to the Redevelopment Plan upon a determination by the City Council that the conveyance of the Property will assist in the elimination of blight, that the consideration for the Property is not less than the fair market value or fair reuse value of the Property in accordance with the covenants and conditions governing the ground lease of the Property and improvement costs required thereof, and that the ground lease of the Property under the terms and conditions set forth in the Lease is consistent with the Implementation Plan; and WHEREAS, a joint public hearing of the Agency and City Council on the proposed Lease, held on January 9, 2008, was duly noticed in accordance with the requirements of Health and Safety Code Sections 33431 and 33433; and WHEREAS, the proposed Lease and the Report were available for public inspection prior to the joint public hearing consistent with the requirements of Health and Safety Code Section 33433; and WHEREAS, at the joint public hearing on the proposed Lease the City Council and Agency reviewed and evaluated all of the information, testimony, and evidence presented, including the Report, pertaining to the findings required pursuant to Health and Safety Code Section 33433; and WH A, the City Council has previously determined, in its adoption of the ordinance approving the Redevelopment Plan, that the Property is a portion of a blighted area, and is underutilized, as further set forth in the Implementation Plan as previously adopted and amended by the Agency; and WHEREAS, the Lease would assist in the alleviation or removal of blighting conditions and would further the goals of the Implementation Plan by conveying the Property for [construction of] the Project pursuant to the terms of the Lease; and WHEREAS, the Agency has duly considered all of the terms and conditions of the proposed Lease and believes that the redevelopment of the Property pursuant to the Lease is in the best interests of the City and the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements; and WHEREAS, all actions required by all applicable law with respect to the proposed Lease have been taken in an appropriate and timely manner; and NOW, THEREFORE, the CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY DOES RESOLVE AS FOLLOWS: Section 1. The Agency finds and determines that, based upon substantial evidence provided in the record before it, the consideration for the Agency's disposition of the Property pursuant to the terms and conditions of the Lease is (i) not less than the fair market value at the highest and best use in accordance with the Redevelopment Plan, and (ii) not less than the fair reuse value taking into account the use and with the covenants and conditions and development costs authorized by the Lease. Section 2. The Agency hereby finds and determines that the disposition of the Property by the Agency pursuant to the Lease will eliminate blight within the Project Area. Section 3. The Agency hereby finds and determines that the Lease is consistent with the provisions and goals of the Implementation Plan. Section 4. The Executive Director of the Agency (or his designee) is hereby authorized on behalf of the Agency to execute the Lease and to make such revisions to the Lease which do not materially 2 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 Lease and to administer the Agency's obligations, responsibilities and duties to be performed under the Lease and related documents. PASSED AND ADOPTED at the regular meeting of the City of South San Francisco Redevelopment Agency, duly held on the 9th day of January, 2008 by the following vote: AYES: BOARD MEMBERS: NOES: BOARD MEMBERS: ABSENT: BOARD MEMBERS: ABSTAIN: BOARD MEMBERS: N/IT my hand and seal of said Agency this _ day of January, 2008. Secretary 1042821.1 3 L E Y an between REDEVELOPMENT AGENGY OF THE CITY OF SOUTH SAN FRANCISCO and RON PRICE MOTORS, INC (1 Chestnut Avenue January , 2008 1041362.2 T L NT T ECITAL ................................................................................................................................................................... 1 RTICLE I DEFT ITI I F PROPERTY ........................................................................................... l 1.1 DEFINITIONS ....................................................................................................................................... 1 1.2 INCORPORATION OF RECITALS . ........................................................................................................... 2 1.3 CREATION OF LEASE . ......................................................................................................................... 2 RTICLE II TERM OF LEASE; ; SECURITY I ............................................................................ 3 2.1 TERM; TERM OF AGENCY ..................................................................................................................... 3 2.2 RENT ................................................................................................................................................ 3 2.3 ADDITIONAL RENT ............................................................................................................................... 3 2.4. [RESERVED] ........................................................................................................................................ 3 2.5 TRIPLE NET LEASE .............................................................................................................................. 3 2.6 SECURITY DEPOSIT ............................................................................................................................. 3 2.6.1. Use of Security Deposit ............................................................................................................ 4 RTICLE III TAXES, ASSESSMENTS D OTHER CHARGES .......................................................................4 3.1 IMPOSITIONS . ....................................................................................................................................4 3.1.1 Installments ..............................................................................................................................4 3.1.2 Evidence of Payment ...............................................................................................................4 3.2 TENANT RIGHT TO CONTEST ................................................................................................................4 3.3 TENANT DUTY TO FILE .........................................................................................................................5 ARTICLE IV RESERVED ..........................................................................................................................................s ARTIC LE V ALTERATIONS AND NEW CONSTRUCTION ................................................................................. s 5.1 CHANGES AND ALTERATIONS ................................................................................................................ 5 5.2 NO RIGHT TO DEMOLISH . .................................................................................................................... 6 5.3 COMPLIANCE WITH ~..AWS ..................................................................................................................... 6 5.4 RIGHTS OF ACCESS ............................................................................................................................. 6 5.5 INDEMNITY .......................................................................................................................................... 6 5.6 MECHANIC'S LIENS ............................................................................................................................ 7 ARTIC LE VI MANAGEMENT, USE AND OPERATION OF THE PROPERTY ................................................. 7 6.1 PERMITTED USES .............................................................................................................................. 7 6.2 NONDISCRIMINATION ............................................................................................................................ 7 6.3 EASEMENTS; RESERVATION OF RIGHTS ................................................................................................. 7 6.4 MAINTENANCE AND INSPECTION OF THE PREMISES ................................................................................. 7 6.4.1 Maintenance ............................................................................................................................. 7 6.4.2 Inspection ................................................................................................................................. 8 6.5 AGENCY'S RIGHT TO PERFORM TENANT OBLIGATIONS ........................................................................... 8 6.6 AGENCY NOT OBLIGATED TO PERFORM REPAIRS ................................................................................... 8 6.7 COMPLIANCE WITH LAWS ..................................................................................................................... 8 6.8 TENANT RIGHT TO CONTEST ................................................................................................................ 8 6.9 FINANCIAL REPORTS ............................................................................................................................ 9 1041362.2 TICLE VII CONDITION O THE MIS; VI T L TTR ............................................g 7.1 CONDITION OF THE PREMISES .......................................................................................................... ....9 7.1.1 AS-IS Condition ........................................................................................................................9 7.1.2 No Representations ..................................................................................................................9 7.2 TENANT'S COVENANTS ........................................................................................................................9 7.3 RELEASE OF CLAIMS . ...................................................................................................................... .11 7.4 ENVIRONMENTAL INDEMNITY ............................................................................................................. .11 7.5 DEFINITIONS .................................................................................................................................... .11 7.5.1 Hazardous Materials ............................................................................................................. .11 7.5.2 Hazardous Materials Laws .................................................................................................... .12 TICLE VIII [ SERVE ] ....................................................................................................................................12 TICLE IX I EITY A I NC .......................................................................................................12 9.1 INDEMNITY . ..................................................................... 12 ............................................................... . 9.2 INSURANCE REQUIREMENTS .............................................................................................................. .13 TICL DAMAGE AND STUCI .......................................................................................................13 10.1 DAMAGE OR DESTRUCTION . .....:.........................................:........................................:.................... .13 10.2 NOTICE REQUIRED ........................................................................................................................... .14 10.3 AGENCY'S RIGHT TO TERMINATE ....................................................................................................... .14 ARTICLE XI AGENCY'S RIGHT TO PERFORM TENANT'S COVENANTS .................................................. .14 ARTICLE XII MORTGAGES .................................................................................................................................. .14 12.1 NON-SUBORDINATION OF FEE ........................................................................................................... .14 ARTICLE XIII ASSIGNMENT, TRANSFER, SUBLETTING; NONDISTURBANCE AND ATTORNMENT. .ls 13.1 RESTRICTIONS ON TRANSFER, ASSIGNMENT AND ENCUMBRANCE . .......................................................15 13.2 NO INVOLUNTARY TRANSFERS . .........................................................................................................15 13.3 ASSUMPTION AGREEMENT AND RELEASE ............................................................................................15 13.4 SALE BY AGENCY ..............................................................................................................................15 13.5 NONDISTURBANCE .............................................................................................................................15 ARTICLE XIV DEFAULT, REMEDIES AND.TERMINATION .............................................................................16 14.1 EVENT OF DEFAULT . ........................................................................................................................ 16 14.2 NOTICE AND OPPORTUNITY TO CURE .................................................................................................. 17 14.2.1 Notice of Default ..................................................................................................................... 17 14.2.2 Failure to Give Notice; No Waiver .......................................................................................... 17 14.3 REMEDIES UPON DEFAULT ................................................................................................................. 17 14.3.1 Agency's Remedies .............................................................................................................. 17 14.3.2 Remedies Upon Abandonment .............................................................................................. 17 14.3.3 Agency Right to Continue Lease ............................................................................................ 18 14.3.4 Right to Injunction; Specific Performance ............................................................................... 18 14.3.5 Right to Receiver .................................................................................................................... 18 14.4 REMEDIES CUMULATIVE ..................................................................................................................... 18 14.5 NO ELECTION OF REMEDIES ............................................................................................................... 18 14.6 SURVIVAL OF ~BLIGATIONS . .............................................................................................................. 18 1041362.2 II TICL XV GENERAL OVISI ................................................................................................................19 15.1 FORCE MAJEURE; EXTENSION OF TIMES OF PERFORMANCE ................................................................. 19 15.2 RESERVED ........................................................................................................................................ 19 15.3 AGENCY'S RIGHT TO ENTER THE PREMISES ......................................................................................... 19 15.4 REPRESENTATIONS OFAGENCY AND TENANT ...................................................................................... 19 15.5 MISC ELLANEOUS ............................................................................................................................... 20 15.5.1 Severability ............................................................................................................................. 20 15.5.2 Notices ................................................................................................................................... 20 15.5.3 Captions; Construction ........................................................................................................... 21 15.5.4 Successors and Assigns ........................................................................................................ 21 15.5.5 Short Form of Lease ............................................................................................................. 22 15.5.6 Governing Law ....................................................................................................................... 22 15.5.7 Attorney's Fees ...................................................................................................................... 22 15.5.8 Indemnity Includes Defense Costs ......................................................................................... 22 15.5.9 No Third-Party Beneficiaries; Disclaimer of Partnership, Lender/Borrower Relationship...... 22 15.5.10 Entire Agreement ............................................................................................................... 22 15.5.11 Waiver; Modification ........................................................................................................... 22 15.5.12 Time is of the Essence ....................................................................................................... 22 15.5.13 Counterparts ...................................................................................................................... 23 15.5.14 Action by the Parties .......................................................................................................... 23 15.5.15 Non-Liability of Officials, Employees and Agents . ............................................................ 23 Exhibit A Property (legal description) Exhibit B Form of Memorandum of Lease 1041362.2 This LEASE AGREEMENT (this "Lease" or this "Agreement"), dated as of January , 2008 (the "Effective Date"), is entered into by and between the Redevelopment Agency of the City of South San Francisco, a public body, corporate and politic (hereafter the "Agency" or the "Landlord") and Ron Price Motors, Inc., a California corporation (the `Tenant"). Landlord and Tenant are hereafter each referred to as a "Party" and collectively referred to as the "Parties." RECITALS A. The Agency is a Redevelopment Agency formed, existing and exercising its powers pursuant to the provisions of the California Community Redevelopment Law, Health and Safety Code Section 33000 et seq. (the "Community Redevelopment Law"). Ordinance No. 1132-93 in June, 1993, (as thereafter amended and as may be amended from time to time, the "Redevelopment Plan"), and establishing the EI Camino Corridor Redevelopment Project Area (the "Project Area"). B. The Agency has heretofore adopted an Implementation Plan for the redevelopment of the Project Area (the "Imle entaion Plan"). C. The Agency is the owner of fee title, or has the contractual right to purchase, real property located at 1 Chestnut Avenue, City of South San Francisco (the "Property"), as more particularly described in Exhibit A attached hereto and incorporated herein by this reference. The Property is located in the Project Area and is governed by the Redevelopment Plan. D. The Property is improved with aone-story building, paving and landscaping (the "Premises"). E. The Tenant currently occupies the Premises and operates therein a business selling automobiles (the "Eusiness"). F. The Tenant desires to lease the Premises from the Agency and continue operating the Business therein and the Agency desires to lease the Premises to the Tenant. G. The Agency has determined that this Agreement is consistent with the Redevelopment Plan and the Implementation Plan for the Project Area, will be of benefit to the Project Area, and will be consistent with and further the goals of the Community Redevelopment Law and the Redevelopment Plan by assisting in the elimination of blight, increasing employment opportunities in the Project Area, and providing entertainment and recreational services to residents of the City and the Project Area. NOW, THEREFORE, for goad and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Agency and the Tenant hereby agree as of the Effective Date as follows. ARTICLE I DEFINITIONS; DEMISE OF PROPERTY 1.1 Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth in this Section. Additional definitions are set forth in the Recitals and the text of this Agreement. (a) "Applicable Laws" is defined in Section 5.3. 1041362.1 (b) " usiness" is defined in Recital E. (c) "claims" is defined in Section 3.2. (d) "Commencement Date" is defined in Section 2.1. (e) "Default Rate" is defined in Article XI. (f) "Expiration ate" is defined in Section 2.1. (g) "Force Majeure" is defined in Section 15.1. (h) "Flazardous Materials" is defined in Section 7.5.1. (i) " azarous aterials laims" is defined in Section 7.2(c). (j) "Hazardous Materials Laws" is defined in Section 7.5.2. (k) "Impositions" is defined in Section 3.1. (I) "Improvements" is defined in Section 5.1. (m) "Indemnitees" is defined in Section 3.2. (n) "Late Payment Penalty" is defined in Section 2.2. (o) "Lease Termination" is defined in Section 2.1. (p) "Premises" is defined in Recital E. (q) "Property" is defined in Recital C. (r) "Remedial Work" is defined in Section 7.2(e). (s) "Rent" is defined in Section 2.2. (t) "Security Deposit" is defined in Section 2.6. (u) "Term" is defined in Section 2.1. 1.2 Incorporation of Recitals. The Parties acknowledge the truth of the Recitals set forth above, and all such Recitals are hereby incorporated into this Agreement. 1.~ Creation of Lease. Agency hereby leases to Tenant, and Tenant hereby leases from Agency, the Premises for the Term subject to the terms and conditions and for the purposes set forth in this Agreement. 1041362.2 2 ARTICLE II T F L ASE; T; SECURITY DEPOSIT 2.1 Term; Term of A ency. The term of this Agreement (the "Term") shall commence on January , 2008 (the "Commencement Date"), and unless terminated earlier pursuant to the provisions hereof, shall expire on the third (3rd) annual anniversary of the Commencement Date (the "Expiration Date"). The expiration of the Term or the sooner termination of this Agreement by ninety (90) days written notice by Tenant to Agency or Tenant's default under this Agreement shall be referred to as "Lease Termination." The Parties agree to execute and record a Memorandum of this Lease in the Official Records of San Mateo County in accordance with Section 15.5.5 of this Agreement. 2.2 Rent. Commencing on the first day of the month after the Commencement Date, the Tenant shall pay to the Agency rent for the Premises ("Rent") during the Term as follows: (i) months one (1) through three (3) $5,000 per month; (ii) months four (4) and five (5) $15,000 per month; (iii) months six (6) through (12) $25,000 per month; months thirteen (13) through twenty-four (24) $30,000 per month; and (iv) months twenty-five (25) through thirty-six (36) $35,000. On the Commencement Date, the Tenant shall pay to the Agency pro rata rent for the Premises for the first month (January 2008) of this Lease. Rent shall be due and payable on the first day of each month to the Agency at the address shown in Section 15.5.2 or such other place as the Agency may designate in writing. In the event the Tenant fails to pay Rent by the close of business on the fourth day of each month or the Tenant's check is returned by the financial institution on which it is drawn for insufficient funds, the Tenant shall pay the Agency (i) Two Hundred Fifty Dollars ($250) as a late fee (the "Late Payment Penalty") and (ii) seven percent (7%) interest accrued daily on such late Rent due to the Agency, which shall be included with the payment of Rent. 2.3 Additional Rent. As additional Rent, the Tenant shall pay and discharge when due, all Impositions described in Article III, all insurance premiums, utility costs, and all other liabilities and obligations which the Tenant assumes or agrees to pay or undertake pursuant to this Agreement. 2.4. [Reserved] 2.5 Triple Net Lease. This is a triple net lease to the Agency. It is the intent of the Parties that the Rent shall be an absolutely net return to the Agency and that the Tenant shall pay all costs and expenses relating to the Premises of any kind or nature whatsoever. Such costs and expenses shall include, without limitation, all amounts attributable to, paid or incurred in connection with the ownership, operation, repair, restoration, maintenance and management of the Premises; real property taxes; rent taxes; gross receipt taxes (whether assessed against the Agency or assessed against the Tenant and collected by the Agency, or both); water and sewer charges; insurance premiums (including earthquake); utilities; refuse disposal; lighting (including outside lighting); fire detection systems including monitoring, maintenance and repair; security; janitorial services; labor; air-conditioning and heating; maintenance and repair costs and service contracts; costs of licenses, permits and inspections; and all other costs and expenses paid or incurred with respect to the Premises. 2.6 Security Deposit. Upon execution of this Agreement, the Tenant shall pay to the Agency a security deposit in the amount of Five Thousand Dollars (the "Security Deposit"). Provided that Tenant is not in 1041362.2 3 default under this Agreement, the Agency shall return the Security Deposit to the Tenant upon termination of this Agreement. The Agency shall have no obligation to pay or earn interest on the Security Deposit, but if interest is paid thereon, such interest shall become part of the Security Deposit. 2.6.1. Use of Security Deposit. If the Tenant is in default with respect to any provision of this Agreement, the Agency may, but shall have no obligation to, use the Security Deposit or any portion of the Security Deposit to cure such default or to compensate the Agency for any damage or reasonable expense sustained by the Agency and resulting from such default, but only after providing the Tenant with an opportunity to cure such default pursuant to the provisions of Section 14.2. The Agency shall provide the Tenant with evidence of damages incurred as a result of a default by the Tenant. If this Agreement has not been terminated as a result of such default, the Tenant, on demand from the Agency, shall promptly restore the Security Deposit to the full amount required by Section 2.6. ARTICLE III X , ASS NITS AND OTHER A 3.1 Impositions. Throughout the Term, the Tenant shall pay prior to delinquency, all real property taxes, possessory interest taxes, license and permit fees, sales, use or occupancy taxes, assessments whether general or special, ordinary or extraordinary, unforeseen, as well as foreseen, of any kind or nature whatsoever, pertaining to the Premises or part thereof, including, but not limited to (i) any assessment, levy, imposition or charge in lieu of or in substitution for real estate taxes, and (ii) any assessment for public improvements or benefits which is assessed, levied, or imposed upon or which becomes due and payable and a lien upon (a) the Premises or any part thereof or any personal property, equipment or other facility used in the operation thereof, (b) the rent or income received by the Tenant from subtenants or licensees, (c) any use or occupancy of the Premises or part thereof, or (d) this transaction or any document to which the Tenant is a party creating or transferring an estate or interest in the Premises or part thereof. All of the foregoing are hereinafter referred to as "Impositions." 3.1.1 Installments. If by law any Imposition is payable, or may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), the Tenant may pay the same together with any accrued interest on the unpaid balance of such imposition in installments as the same respectively become due and before any fine or penalty may be added thereto for the nonpayment of any such installment and interest. Any Impositions relating to tax years that are only partially included in the Term of this Agreement shall be prorated between the Tenant and the Agency. 3.1.2 Evidence of Patent. Upon request by the Agency, the Tenant shall furnish, in form satisfactory to the Agency, evidence of payment prior to delinquency of all Impositions payable by the Tenant. 3.2 Tenant Right to Contest. The Tenant shall have the right before any delinquency occurs to contest or object to the amount or validity of any Imposition by appropriate legal proceedings, but such right shall not be deemed or construed in any way as relieving, modifying or extending the Tenant's covenant to pay any such Imposition at the time and in the manner required by law. Any such contest shalt be conducted in accordance with and subject to the requirements of all Applicable Laws and otherwise in a manner that does not subject the Agency's title to the Property to foreclosure or forfeiture. The Tenant shall indemnify, defend, and hold the Agency and its elected and appointed officers, officials, employees, agents and representatives (all of the foregoing, collectively the "Indemnitees") harmless from and against all liabilities, 1041362.2 4 losses, damages, fines, deficiencies, penalties, claims, demands, suits, actions, causes of action, legal or administrative proceedings, judgments, costs and expenses (including without limitation reasonable attorneys' fees and court costs) (all of the foregoing, collectively "Claims") arising as a result of or in connection with any such contest brought by the Tenant. During any contest of an Imposition, the Tenant shall (by payment of disputed sums, if necessary) prevent any advertisement of tax sale, foreclosure of, or any divesting of the Agency's title, reversion or other interest in the Property or the Premises. Upon final determination of the amount or validity of any Imposition contested pursuant to this Section 3.2, the Tenant shall immediately pay such Imposition and all costs and expenses relating to such challenge. 3.3 Tenant Duty to File. The Tenant shall have the duty of making or filing any declaration, statement or report which may be necessary or advisable in connection with the determination, equalization, reduction or payment of any Imposition which is or which may become payable by the Tenant under the provisions of this Article III, and shall notify the Agency in writing upon making such filing, declaration, statement or report, and the Agency shall not be responsible for the contents of any such declaration, statement or report; provided however, the Agency shall cooperate with the Tenant in connection with the foregoing, including joinder in any application pertaining thereto to the extent required under Applicable Law, all at no cost to the Agency. ARTICLE IV [RESERVED] ARTICLE V ALTERATIONS AND NEW CONSTRUCTION 5.1 Chan ec~ s and Alterations. During the Term of this Agreement, the Tenant shall not make any change, alteration or addition to the Premises (collectively, the "Improvements") that would materially alter the function or exterior appearance of the Premises without the prior written consent of the Agency. All alterations and additions shall be made at the Tenant's sole cost and expense and shall comply with all of the following: (a) The Improvements shall not materially impair the value or structural integrity of the Premises. (b) The Improvements shall be necessary for the operation of the Business. (c) No Improvements shall be undertaken until the Tenant shall have obtained all required permits and authorizations of any federal, state or local government or departments or subdivisions of any of them, having jurisdiction. (d) The Improvements shall be made in a good and workmanlike manner and in accordance with all applicable permits and all Applicable Laws. (e) During the construction of any Improvements in, to or of, the Premises, or the permitted demolition or new construction or any restoration, the Tenant shall comply with the insurance requirements set forth in Section 9.2, which policy or policies by endorsement thereto, if not then covered, shall also 1041362.2 5 insure any change, alteration or addition or new construction, including all materials and equipment incorporated in, on or about the Premises. (f} Prior to commencement of any construction, change, alteration or repair, the Tenant shall deliver to the Agency not later than ten (10) business days written notice of the proposed work, a general description of the proposed work and sufficient information to permit the Agency to post a notice of nonresponsibility on the Property and/or Premises. 5.2 No Right to Demolish. Notwithstanding any other provisions of this Article V, the Tenant shall have no right to demolish the Improvements, once built, unless the Tenant shall have received the prior written approval of the Agency. 5.3 Compliance with Laws. The Tenant shall carry out the construction of the Improvements in conformity with all applicable state and federal laws and regulations, including without limitation, all applicable state and federal labor laws and standards, and all applicable disabled and handicapped access requirements, including without limitation, the Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq., California Government Code Section 4450, et seq., California Government Code Section 11135, et seq., and the Unruh Civil Rights Act, California Civil Code Section 51, et seq. The Tenant shall comply with all City ordinances and regulations relating to the conduct of construction, including without limitation, all City ordinances and regulations relating to noise, construction hours, and maintenance of the construction site. All of the foregoing state, federal and local laws, regulations and ordinances are hereafter referred to as the "Applicable Laws." 5.4 Rights of Access. The Agency shall have the right of access to the Premises during normal construction hours for purposes of assuring compliance with this Agreement, so long as the Agency complies with all safety rules and does not unreasonably interfere with the progress of construction of the Improvements. The Agency shall give the Tenant reasonable advance notice prior to exercising its rights pursuant to this Section 5.4 except in the event of emergency in which case notice shall not be required. 5.5 Indemnity. In lieu of and not withstanding any statute, regulation or rule that may otherwise affect the terrris of this Agreement, the Parties agree tl~iat aii losses or liabilities incurred by a party shall not be shared pro rata, but instead the Tenant and the Agency agree to the following: The Tenant shall defend (with counsel reasonably acceptable to the Agency), indemnify and hold harmless the Indemnitees from and against any and all present and future Claims arising during the term of this Agreement from or in connection with the Tenant's failure to comply with all Applicable Laws relating to the operation or maintenance of the Premises or the Improvements, or the Tenant's activities or performance under this Agreement, whether such activity or performance is by the Tenant or by anyone directly or indirectly employed by or contracted with by the Tenant and whether such Claim shall be discovered before or after Lease Termination. The Tenant's indemnity obligations under this Section 5.5 shall not extend to Claims to the extent they arise as a result of the Indemnitees' gross negligence or willful misconduct. At its sole discretion, the Agency may participate at its own expense in the defense of any claim, action or proceeding, but such participation shall not relieve the Tenant of any obligation imposed by this Agreement. The Agency shall notify the Tenant promptly of any claim, action or proceeding and cooperate fully in its defense. 1041362.2 6 The Tenant agrees to defend, indemnify and hold harmless the Indemnitees from any claim, action or proceeding against the Indemnitees, arising solely out of the acts or omissions of the Agency in the performance of this Agreement. At its sole discretion, the Agency may participate at its own expense in the defense of any claim, action or proceeding, but such participation shall not relieve the Agency of any obligation imposed by this Agreement. The Agency shall notify the Tenant promptly of any claim, action or proceeding and cooperate fully in the defense. 5.6 Mechanic's Liens. Subject to the right to contest the same prior to payment, the Parties agree and shall keep the Premises and the Property free and clear of all mechanics' liens and other liens on account of work done by or for a Party. Each Party shall indemnify, defend (with counsel reasonably acceptable to the other Party) and hold such Party's Indemnitees harmless from and against all liability, loss, damages, costs and expenses (including reasonable attorney's fees) incurred by or brought against a Party for claims of lien of laborers or materialmen or others for work performed or materials or supplies furnished to a Party or persons claiming under it. In the event any lien is recorded, the appropriate Party shall, within twenty (20) days following such recordation, cause such lien to be removed of record by bonding or otherwise. ARTICLE VI MANAGEMENT, USE AND OPERATION OF THE PROPERTY 6.1 Permitted Uses. The Tenant may use the Premises for the operation of the Business as described herein and for no other purposes without the prior written consent of the Agency. The Tenant shall not use or permit the Premises to be used in whole or in part during the Term for any purpose other than as permitted pursuant to this Agreement or by the Agency's written consent. 6.2 Nondiscrimination. The Tenant herein covenants by and for the himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: that there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the Premises nor shall the Tenant himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation. 6.3 Easements; Reservation of Rights. The Agency reserves the right to locate and construct its own utilities and to grant nonexclusive easements across the Property for utility and other purposes including the installation, maintenance, repair and replacement of utilities; provided that the exercise of such rights do not unreasonably interfere with the Tenant's use of the Premises for the purposes set forth herein. 6.4 Maintenance and Inspection of the Premises. 6.4.1 Maintenance. At the Tenant's sole cost and expense throughout the Term, the Tenant shall operate, maintain and manage the Premises including all landscaping and improvements thereon in good order and repair and in neat, clean sanitary and safe condition in compliance with all local, state and federal laws, statutes and regulations relating to the use, occupancy or operation of the Premises. The 1041362.2 Tenant shall ensure that the Premises is served by adequate lighting in accordance with applicable building codes. The Tenant shall promptly, at the Tenant's own cost and expense, make all necessary repairs, including replacements or renewals when necessary, and all such repairs shall be at least equal in quality to the original work, reasonable wear and tear accepted. The Tenant shall keep and maintain all portions of the Premises in a clean and orderly condition, free of accumulation of dirt, rubbish, and graffiti. The Tenant's failure to maintain the Premises in accordance with this Agreement shall, in the Agency's discretion, be grounds for termination of this Agreement pursuant to Article XIV. 6.4.2 Ins ection. At any time during the Term, upon reasonable advance notice and during normal business hours, the Agency may conduct interior and/or exterior inspections of the Premises to confirm that it is being properly maintained as required herein. Following its inspection, the Agency may deliver to the Tenant written notification of any portions of the Premises which the Agency has determined are not being properly maintained, and the Tenant shall promptly prepare and deliver to the Agency the Tenant's proposed plan for remedying the indicated deficiencies. The Tenant's failure to deliver a remedial plan and to complete remedial work within a reasonable time as determined by the Agency in its reasonable discretion shall be a default under this Agreement. The failure of the Agency to inspect or to notify the Tenant of any deficiency shall not be a waiver of default or of the Agency's right to enforce the Tenant's maintenance and repair obligations. The Tenant shall defend (with counsel reasonably acceptable to the Agency), indemnify and hold the Indemnitees harmless from and against any and all Claims arising out of the Tenant's failure to fully and timely fulfill its obligations to maintain and repair the Premises as required hereunder. 6.5 Agency's Right to Perform Tenant Obligations. If following notice and the expiration of any applicable cure period as set forth in Section 14.2.1, the Tenant fails to perform its obligations to maintain the Premises in accordance with the standards set forth in this Agreement, the Agency shall have the right, but not the obligation, to perform such work upon delivery of written notice to the Tenant, and the Tenant shall reimburse the Agency for all expenditures the Agency incurs in connection with such work together with interest thereon at the Default Rate specified in Article XI. The Agency's election to undertake such obligation shall not operate as a waiver of any other right or remedy the Agency may have pursuant to this Agreement. 6.6 Agency Not Obligated to Perform Repairs. Notwithstanding any contrary provision herein, the Agency shall not be obligated to make any repairs, alterations, additions, improvements or betterments to the Premises during the term of this Agreement nor shall the Agency be obligated to maintain or operate the Premises. 6.7 Compliance with Laws. The Tenant, at its sole cost and expense, shall comply with all Applicable Laws pertaining to the use, operation, and management of the Premises. The Tenant shall not itself use the Premises for any unlawful purpose or perform, permit or suffer any act of omission or commission upon or about the Property or the Premises which would result in a nuisance or a violation of law. The Tenant shall use its best efforts to not permit any permittees, licensees, guests or invitees to use the Premises for any unlawful purpose or perform, permit or suffer any act of omission or commission upon or about the Property or the Premises which would result in a nuisance or a violation of law. 6.8 Tenant Right to Contest. The Tenant shall have the right to contest by appropriate proceedings, in the name of the Tenant, and without cost or expense to the Agency, the validity or application of any 1041362.2 $ Applicable Law. If compliance with any Applicable Law may legally be delayed pending the prosecution of any such proceeding without the incurrence of any lien, charge or liability against the Premises or Tenant's interest therein, and without subjecting the Tenant or the Agency to any liability, civil or criminal, for failure so to comply therewith, the Tenant may delay compliance therewith until the final determination of such proceeding. The Tenant shall indemnify, defend (with counsel approved by the Agency), protect and hold the Indemnitees harmless from and against all Claims arising in connection with any such contest brought by the Tenant. The foregoing indemnity obligation shall survive the expiration or earlier termination of this Agreement. 6.9 Financial Reports. No later than sixty days after execution of this Agreement and annually on the anniversary of the Commencement Date, the Tenant shall deliver to the Agency a business plan, in the form and substance satisfactory to the Agency, setting forth the Tenant's plans for current operation and future operations of the Business. TIL VII ITI H I VI L 7.1 Condition of the Premises. 7.1.1 AS-IS Condition. The Tenant will lease the Premises in its "AS IS" condition as such condition exists as of the Commencement Date. 7.1.2 No Representations. The Tenant acknowledges that except as expressly set forth herein, the Agency makes no representations or warranties expressed or implied regarding the condition of the Premises or the fitness or suitability thereof for the Tenant's purposes, including but not limited to, the condition of the soil, its geology, topography, the presence or absence of fill, the presence or absence of Hazardous Materials, drainage, flood zone designation, or compliance with Hazardous Materials Laws, and no patent or latent defect or deficiency in the condition of the Premises shall affect the rights of the Tenant or the Agency hereunder. The Tenant shall rely solely on its own independent investigation and judgment as to all matters relating to the Land. The T errant acknowledges and agrees that prior to the Effective Date it has made such investigations of the Premises, including without limitation such inquiries of governmental agencies, soils testing, tests and inspections as Tenant deemed necessary to determine the condition of the Property, and has approved all such characteristics and conditions and shall lease the Property in its condition as of the Effective Date "AS-IS" "WHERE-IS" AND WITH ALL FAULTS. The Tenant further acknowledges that the Agency has made available all data and information on the Property available to the Agency, but without warranty or representation by the Agency as to the completeness, correctness or validity of such data and information, except as otherwise set forth in this Agreement. 7.2 Tenant's Covenants. The Tenant hereby covenants and agrees that throughout the Term: (a) The Premises, and the use and operation thereof, shall be in compliance with all Hazardous Materials Laws, and the Tenant shall not cause or permit the Premises or any portion thereof to be in violation of any Hazardous Materials Laws. (b) The Tenant shall not permit the Premises or any portion thereof to be a site for the use, generation, treatment, manufacture, storage, disposal or transportation of Hazardous Materials nor shall 1041362.2 9 the Tenant permit the presence or release of Hazardous Materials in, on, under, about or from the Premises with the exception of materials customarily used in construction, operation, use or maintenance of the Business, provided such materials are used, stored and disposed of in compliance with Hazardous Materials Laws. (c) Upon receiving knowledge of the same, the Tenant shall immediately advise the Agency in writing of: (i) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against the Tenant, the Premises or the Property pursuant to any applicable Hazardous Materials Laws; (ii) any and all complaints, claims, citations, demands, inquiries, reports, or notices made or threatened by any third party against the Tenant, the Premises or the Property relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials; (iii) the presence or release of any Hazardous Materials in, on, under, about or from the Premises or the Property; or (iv) Tenant's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Property classified as "Border Zone Property" under the provisions of California Health and Safety Code, Sections 25220 et seq., or any regulation adopted in connection therewith, that may in any way affect the Property pursuant to any Hazardous Materials Laws or cause it or any part thereof to be designated as Border Zone Property. The matters set forth in the foregoing clauses (i) through (iv) are hereinafter referred to as "Hazardous Materials Claims." The Agency shall have the right to join and participate in, as a party. if it so elects, any legal, proceedings or actions initiated in connection with any Hazardous Materials Claim, and to have its reasonable attorney's fees in connection therewith paid by the Tenant. (d) Without the Agency's prior written consent, which shall not be unreasonably withheld, the Tenant shall not take any remedial action in response to the presence of any Hazardous Materials in, on, under, or about the Premises or the Property (other than in emergency situations or as required by governmental agencies having jurisdiction in which case the Agency agrees to provide its consent), nor enter into any settlement agreement, consent decree, or other compromise with respect to any Hazardous Materials Claim. (e) If the presence of any Hazardous Material on the Premises or the Property results in any contamination of the Property in violation of Hazardous Materials Laws, except to the extent such contamination is caused by the City or the Agency, the Tenant shall promptly take all actions at its sole expense as are necessary to remediate the Property as required by law; provided that the Agency's approval of such actions shall first be obtained, which approval may be withheld in the Agency's reasonable discretion. All costs and expenses of any Remedial Work shall be paid by the Tenant, it being understood that the Agency shall incur no cost, expense or liability in connection with any Remedial Work. The Agency shall have the right, but no obligation, to join and participate in, as a party if it so elects at the Agency's cost, any legal proceedings or actions initiated in connection with any Hazardous Material Claims. For purposes of this Agreement, "Remedial Work" means all investigation, testing, analysis, monitoring, restoration, abatement, detoxification, containment, handling, treatment, removal, storage, decontamination, clean-up, transport, disposal or other ameliorative work or response action required by (i) any Hazardous Materials Laws, (ii) any order or request of any federal, state or local governmental agency, or (iii) any judgment, consent decree, settlement or compromise with respect to any and all enforcement, clean-up, removal, remedial or other governmental or regulatory actions or agreements or orders threatened, instituted, or completed pursuant to any Hazardous Materials Laws or any actions, proceedings or claims by such entities or third parties relating to or arising out of the breach of any 1041362.2 10 Hazardous Materials Laws or the presence or release of any Hazardous Material in, on, under or from the Premises or the Property. 7.3 Release of Claims. The Tenant hereby waives, releases and discharges forever the Indemnitees from all present and future Claims the Tenant may have arising directly or indirectly from the presence or alleged presence of Hazardous Materials on, under, in or about the Premises; provided however, this release excludes and shall not apply to (i) any Hazardous Material that originates from any City- or Agency- owned property other than the Property and which migrates onto the Premises after the Commencement Date, or (ii) any Hazardous Materials that are generated or caused by the Indemnitees' acts or omissions after the Commencement Date. The Tenant is aware of and familiar with the provisions of Section 1542 of the California Civil Code which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW 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 7.3, the Tenant hereby waives and relinquishes all rights and benefits which it may have under Section 1542 of the California Civil Code. Tenant Initials 7.4 Environmental Indemnity. The Tenant shall indemnify, defend (with counsel reasonably acceptable to the Agency) and hold the Indemnitees harmless from and against all Claims arising during the Term and resulting, arising, or based directly or indirectly in whole or in part, upon (i) the presence, release, use, generation, discharge, transport, storage or disposal of any Hazardous Materials on, under, in or about, or the transportation of any such Hazardous Materials to or from the Premises during the Term, (ii) the failure of the Tenant, the Tenant's employees, agents, contractors, subcontractors, licensees, permittees, or any person acting on behalf of any of the foregoing to comply with Hazardous Materials Laws, or (iii) the breach by the Tenant of any of its covenants contained in this Article VII. The foregoing indemnity shall further apply to any residual contamination in, on, under or about the Premises or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, treatment, storage, transport or disposal of any such Hazardous Materials, and irrespective of whether any of such activities were or will be undertaken in accordance with Hazardous Materials Laws and shall include, without limitation, any Claims arising in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work ordered by a court or required by any federal, state, or local governmental agency or political subdivision. This Section 7.4 shall survive the expiration or earlier termination of this Agreement. 7.5 Definitions. 7.5.1 Hazardous Materials. As used herein, "Hazardous Materials" means any substance, material, or waste which is or becomes regulated by any local, state or federal authority, agency or governmental body, including any material or substance which is: (i) defined as a "hazardous waste," 1041362.2 11 "extremely hazardous waste," or "restricted hazardous waste" under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law); (ii) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act); (iii) defined as a "hazardous material," "hazardous substance," or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory); (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances); (v) petroleum; (vi) friable asbestos; (vii) polychlorinated biphenyls; (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20; (ix) designated as "hazardous substances" pursuant to Section 311 of the Clean Water Act (33 U.S.C. §1317); (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901, et seq. (42 U.S.C. §6903); or (xi) defined as "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601, et seq., as the foregoing statutes and regulations now exist or may hereafter be amended. 7.5.2 Hazardous Materials Laws. As used herein "Hazardous Materials Laws" means all federal, state and local laws, ordinances, regulations, orders and directives pertaining to Hazardous Materials, including without limitation, the laws, statutes and regulations cited in the preceding Section 7.5.1, as any of the foregoing may be amended from time to time. ARTICLE VIII [RESERVED] ARTICLE IX INDEMNITY AND INSURANCE 9.1 Indemni~ . The Tenant shall indemnify, defend (with counsel reasonably acceptable to the Agency) and hold the Indemnitees harmless from and against any and all Claims arising during the Term and arising from or in connection with any of the following: (i) the operation or management of the Premises, (ii) any work or thing done on or in the Premises, (iii) any condition of any alteration or addition constructed by the Tenant on the Premises, (iv) any breach or default by the Tenant in the performance of any covenant or agreement to be performed by the Tenant pursuant to the terms of this Agreement, (v) any negligence of the Tenant, or any of its agents, contractors, subcontractors, employees, or licensees, (vi) any accident, injury or damage caused to any person occurring during the Term in or on the Premises, and (vii) the furnishing of labor or materials by the Tenant or its contractors, subcontractors, employees, or agents. In the event any such action or proceeding is brought against the Agency by reason of any such Claim, the Tenant, upon notice from the Agency, covenants to defend such action or proceeding by counsel reasonably satisfactory to the Agency. If an insurer under insurance required to be maintained by the Tenant hereunder shall undertake to defend the Agency under a reservation of rights with respect to ultimate coverage and the Agency shall reasonably deem it necessary to retain independent counsel with respect to such matter, the Tenant shall pay the reasonable fees of such counsel. The obligations of the Tenant under this Article IX shall not apply to any Claim or other matter to the extent such arises as a result 1041362.2 12 of the gross negligence or willful misconduct of the Indemnitees. This Section shall survive the expiration or earlier termination of this Agreement. 9.2 Insurance Requirements. The Tenant shall procure, at its sale expense, and maintain in full force and effect during the Term, the following insurance naming the Agency as additional insured and/or loss payee: a. Comprehensive General Liability insurance against claims for bodily and personal injury, death and property damage caused by or occurring in conjunction with the operation of the Premises and the Business with a policy limit of at least Two Million Dollars ($2,000,000) per occurrence. b. Tenant shall maintain property insurance covering all risks of loss including flood (if required) for 100% of the replacement value of the Premises, the Fixtures and any Improvements, naming the Agency as loss payee as its interests may appear. c. Workers' compensation insurance that complies with the statutory requirements of the state of California. d. Automobile liability insurance for owned, hired and non-owned vehicles, with a combined single limit of at least One Million Dollars ($1,000,000). If the Tenant undertakes the construction of the Improvements pursuant to .Article V, the Tenant shall ensure that its general contractor carries liability, property damage, workers' compensation, and builder's risk insurance throughout construction of the Improvements, naming the Indemnitees as additional insureds and otherwise in compliance with all requirements set forth in this Section 9.2. ARTICLE X DAMAGE AND DESTRUCTION 10.1 Damage or Destruction. in the event of any damage to or destruction of the Premises during the Term, the Agency shall elect by written notice delivered to Tenant within sixty (60) days following the date of the occurrence of the damage to either remove the Premises or restore and rebuild the Premises as nearly as possible to their condition immediately prior to such damage or destruction, subject to any restrictions imposed by changes in any Applicable Law. If the Agency elects to restore the Premises, the Agency shall commence diligently and continuously to carry out such rebuilding to full completion as soon as possible and shall commence reconstruction of the Premises within the earlier of ninety (90) days following the date of occurrence of the damage or the date upon which insurance proceeds are made available for such work. Upon the occurrence of damage or destruction, all insurance proceeds paid in respect of such damage or destruction shall be applied to the payment of the costs of the restoration and rebuilding required to be performed by the Agency pursuant to this Agreement. If the Agency does not elect to restore the Premises and the Agency does not exercise its right to terminate this Agreement pursuant to Section 14.3 within 120 days following the date of the occurrence of the damage, then at the Agency's option this Agreement shall terminate upon delivery of written notice to the Tenant. If the Agency elects to restore the Premises, the Agency shall confer with the Tenant regarding the design and plans for such restoration of the Premises. 1041362.2 13 10.2 Notice Required. In the event of material damage to or destruction of the Premises, or any part thereof, the Tenant shall promptly give the Agency notice of such occurrence and take all actions reasonably required to protect against hazards caused by such damage or destruction. For purposes of this Article X, damage or destruction shall be deemed to be material if the estimated cost to repair equals or exceeds Fifty Thousand Dollars ($50,000). 10.3 Agency's Right to Terminate. Notwithstanding any contrary provision of this Article X, the Agency shall have the option to terminate this Agreement and be relieved of the obligation to restore the Premises where all or substantially all of the Premises are substantially damaged or destroyed and such damage or destruction resulted from a cause not insured against by the Tenant and/or the Agency nor required to be insured against by the Tenant and/or the Agency under this Agreement. ARTICLE XI AG Y' IHT T PERFORM TEN T'S COVENANTS If the Tenant shall at any time fail to pay any Imposition or other charge payable by the Tenant to a third party as required by this Agreement, or to comply with the requirements set forth in Section 9.2 pertaining to .insurance, or to make any other payment or perform any other act on its part. to be made or performed hereunder within the time permitted by this Agreement, then the Agency, after thirty (30) days' written notice to the Tenant and without waiving or releasing the Tenant from any obligation of the Tenant hereunder, may (but shall not be required to): (i) pay such Imposition or other charge payable by the Tenant; (ii) pay for and maintain the insurance policies required pursuant to this Agreement, or (iii) make such other payment or perform such other act on the Tenant's part to be made or performed under this Agreement; and the Agency may enter upon the Premises for such purpose and take all such action thereon as may be reasonably necessary therefor. All sums paid by the Agency and all costs and expenses incurred by the Agency in connection with any such payment or the performance of any such act (together with interest thereon at the Default Rate from the respective dates of the Agency's making of each such payment) shall constitute additional Rent payable by the Tenant under this Agreen-ient and shall be paid by the Tenant to the Agency on demand. The "Default Rate" shall mean interest calculated at an annual rate equal to the lesser of twelve percent (12%) or the maximum rate of interest permitted by law. ARTICLE XII MORTGAGES 12.1 Non-Subordination of Fee. Nothing in this Agreement shall be construed as an agreement by the Agency to subordinate its fee interest in the Property or its right to rent payments hereunder or any other right of the Agency herein. Except as expressly set forth in this Agreement, the Tenant shall not mortgage its interest in the Premises without the Agency's prior written approval. Notwithstanding anything to the contrary, the Agency shall have no obligation to encumber or otherwise subordinate its fee interest in the Property or approve any mortgage of the Tenant's leasehold estate. 1041362.2 1 ~ ARTICLE XIII ASSIGNMENT, TRANSFER, UL TTING; ®ITUBAC A ATT®RNME T 13.1 Restrictions on Transfer, Assignment and Encumbrance. The Tenant shall have no right to sell, transfer, sublet, assign, encumber, hypothecate or otherwise convey (`Trans#er") its leasehold interest hereunder or any portion of its interest in the Premises, the Fixtures, any Improvements or this Agreement voluntarily, involuntarily, by operation of law, or otherwise, without the Agency's prior written consent which shall not be unreasonably withheld. No voluntary or involuntary assignee, subtenant, or successor in interest of the Tenant shall acquire any rights or powers under this Agreement absent such consent. 13.2 No Involuntary Transfers. Without limiting any other restrictions on transfer contained in this Agreement, no interest of the Tenant in this Agreement, the Premises or part thereof shall be assignable or transferable: (i) pursuant to any voluntary or involuntary proceeding under federal or state bankruptcy or insolvency law; (ii) pursuant to any assignment of the Tenant's assets for the benefit of its creditors; or (iii) pursuant to any order of attachment, garnishment, receivership, or similar action. Any transfer described in this Section 13.2 shall constitute an Event of Default under this Agreement by the Tenant, and the Agency shall have the right to terminate this Agreement pursuant to Article XIV as a result of any such transfer taking place, in which case this Agreement shall not be treated as an asset of the Tenant. 13.3 Assumption Agreement and Release. No permitted Transfer shall be effective until any curable default hereunder shall have been cured and there shall have been delivered to the Agency an assumption agreement, executed by the transferor and the proposed transferee, whereby such transferee expressly assumes such obligations as arise and/or accrue at any time after such Transfer takes place; and whereby such transferee assumes liability for the obligations of this Agreement. 13.4 Sale by Agency. Nothing contained in this Agreement shall be deemed in any way to limit, restrict or otherwise affect the right of the Agency to sell, transfer, assign or convey all or any portion of the right, title and estate of the Agency in the Property and in this Agreement; provided, however, that in each such instance any such sale, transfer, assignment or conveyance si^iall be subject to this Agreement, and the Tenant's other rights arising out of this Agreement shall not be affected or disturbed in any way by any such sale, transfer, assignment or conveyance. At such time as the Agency shall sell, transfer, assign or convey the entire right, title and estate of the Agency in the Property and in this Agreement, all obligations and liability on the part of the Agency arising under this Agreement after the effective date of such sale, transfer, assignment or conveyance shall terminate as to the Agency, and thereupon all such liabilities and obligations shall be binding upon the transferee. 13.5 Non-disturbance. Provided that the Tenant is not in default under this Agreement, the Tenant's possession, use and enjoyment of the Premises shall not be interfered with, disturbed or diminished, or otherwise affected in any manner as a result of any act or omission of the Agency, or any exercise of any remedies under this Agreement. The Tenant shall also ensure that its possession, uses and enjoyment of the Premises does not interfere with, disturb or diminish or otherwise affect in any manner any other tenants on the Property. 1041362.2 15 ARTICLE XIV FAULT, REMEDIES A D TERMINATION 14.1 Event of Default. The Tenant shall be in default under this Agreement upon the occurrence of any of the following ("Events of Default"): (a) Monetary Obligation. The Tenant at any time is in default hereunder as to any monetary obligation (including without limitation, the Tenant's obligation to pay taxes and assessments due on the Premises or part thereof, subject to the Tenant's rights to contest such charges pursuant to Section 3.2), and such default continues for thirty (30) days after the date upon which the Agency shall have given the Tenant a Notice of Default (as defined in Section 14.2.1); (b) Insurance. The Tenant fails to obtain and maintain any insurance required pursuant to Section 9.2 of this Agreement, and the Tenant fails to cure such default within ten (10) days following receipt of Notice of Default; (c) Abandonment. The Tenant abandons the Premises and ceases to use it for the purposes authorized hereby for a period of ninety (90) days or more or as established pursuant to Section 1951.3 of the California Civil Code except when prevented by Force Majeure. (d) Transfer. A voluntary or involuntary Transfer of all or any portion of the Tenant's interest in this Agreement occurs in violation of the provisions of Article XIII; (e) Non-Moneta ir~Obligations. The Tenant defaults in the performance of any term, provision, covenant or agreement contained in this Agreement other than an obligation enumerated in this Section 14.1, and unless a shorter cure period is specified for such default, -the default continues for thirty (30) days after the date upon which the Agency shall have given written notice of the default to the Tenant; provided however, if the default is of a nature that it cannot be cured within thirty (30) days, an Event of Default shall not arise hereunder if the Tenant commences to cure the default within thirty (30) days and thereafter prosecutes the curing of such default with due diligence and in good faith to completion and in no event later than one hundred and eighty (180) days after receipt of a Notice of Default; (f) Bankruptcy. The Tenant files a voluntary petition in bankruptcy or files any petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors; or seeks or consents to or acquiesces in the appointment of any trustee, receiver or liquidator of the Tenant or of all or any substantial part of its property, or of any or all of the royalties, revenues, rents, issues or profits thereof, or makes any general assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally as they become due; (g) Reorganization. A court of competent jurisdiction enters an order, judgment or decree approving a petition filed against the Tenant seeking any reorganization, dissolution or similar relief under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors, and such order, judgment or decree remains unvacated and unstayed for an aggregate of sixty (60) days from the first date of entry thereof, or any trustee receiver or liquidator of the 1041362.2 16 Tenant or of all or any substantial part of its property, or of any or all of the royalties, revenues, rents, issues or profits thereof is appointed without the consent or acquiescence of the Tenant and such appointment remains unvacated and unstayed for an aggregate of sixty (60) days, such sixty (60) day period to be extended in all cases during any period of a bona fide appeal diligently pursued by Tenant; (h) Attachment. A writ of execution or attachment or any similar process is issued or levied against all or any part of the interest of the Tenant in the Premises and such execution, attachment or similar process is not released, bonded, satisfied, or vacated or stayed within sixty (60) days after its entry or levy, such sixty (60) day period to be extended during any period of a bona fide appeal diligently pursued by Tenant; (i) Liens. The Tenant's failure to satisfy the requirements of Section 5.6 hereof within the time periods specified therein. 14.2 Notice and Opportunity to Cure. 14.2.1 Notice of Default. Upon the occurrence of a default hereunder, the non-defaulting party shall deliver a notice to the nonperforming party (the "Notice of Default"), stating the nature of the obligation which such nonperforming party has failed to perform, and stating the applicable period of time, if any, permitted to cure the default. 14.2.2 Failure to Give Notice; No Waiver. Failure to give, or delay in giving, the Notice of Default shall not constitute a waiver of any obligation, requirement or covenant required to be performed hereunder. No failure or delay by either party in asserting any rights and remedies as to any breach shall operate as a waiver of any breach or of any such rights or remedies. Delay by either party in asserting any of its rights and remedies shall not deprive such party of the right to institute and maintain any action or proceeding which it may deem appropriate to protect, assert or enforce any such rights or remedies. 14.3 Remedies Upon Default. 14.3.1 Agency's Remedies. Upon the occurrence of any Event of Default and in addition to any and all other rights or remedies of the Agency hereunder and/or provided by law, the Agency shall have the right to terminate this Agreement and/or the Tenant's possessory rights hereunder, in accordance with applicable law to re-enter the Premises and take possession thereof and of the Fixtures and any Improvements, and except as otherwise provided herein, to remove all persons and property therefrom, and to store such property at the Tenant's risk and for the Tenant's account, and the Tenant shall have no further claim thereon or hereunder. The Agency's re-entry or taking of possession of the Premises shall not be construed as an election on the Agency's part to terminate this Agreement unless the Agency shall have given written notice of such intention to the Tenant. In no event shall this Agreement be treated as an asset of the Tenant after any final adjudication in bankruptcy except at the Agency's option so to treat the same but no trustee, receiver, or liquidator of the Tenant shall have any right to disaffirm this Agreement. 14.3.2 Remedies Upon Abandonment. If the Tenant should default under this Agreement and abandon the Premises, the Agency may, at its option, enforce all of its rights and remedies under this Agreement, including the right to recover the rent as it becomes due hereunder. Additionally, the Agency shall be entitled to recover from the Tenant all costs of maintenance and preservation of the Premises, and 1041362.2 17 all costs, including attorneys' and receiver's fees incurred in connection with the appointment of and performance by a receiver to protect the Premises and the Agency's interest under this Agreement. 14.3.3 Agency Right to Continue Lease. In the event of any default under this Agreement by the Tenant (and regardless of whether or not the Tenant has abandoned the Premises), this Agreement shall not terminate (except by an exercise of the Agency's right to terminate under Section 14.3.1) unless the Agency makes such election by the giving of any notice (including, without limitation, any notice preliminary or prerequisite to the bringing of legal proceedings in unlawful detainer) to terminate the Tenant's right to possession. For so long as this Agreement continues in effect, the Agency may enforce all of the Agency's rights and remedies under this Agreement, including, without limitation, the right to recover all rent and other monetary payments as they become due hereunder. For the purposes of this Agreement, the following shall not constitute termination of the Tenant's right to possession: (a) acts of maintenance or preservation or efforts to relet the Premises; or (b) the appointment of a receiver upon initiative of the Agency to protect the Agency's interest under this Agreement. 14.3.4 Right to Injunction; Specific Performance. In the event of a default by the Tenant under this Agreement, the Agency shall have the right to commence an action against the Tenant for damages, injunction and/or specific performance. The Tenant's failure, for any reason, to comply with acourt-ordered injunction or order for specific performance shall constitute a breach under this Agreement. 14.3.5 Right to Receiver. Following the occurrence of an Event of Default, if the Tenant fails after receipt of a Notice of Default to cure the default within the time period set forth in this Agreement, the Agency, at its option, may have a receiver appointed to take possession of the Tenant's interest in the Premises with power in the receiver (a) to administer the Tenant's interest in the Premises, (b) to collect all funds available in connection with the operation of the Premises, and (c) to perform all other acts consistent with the Tenant's obligations under this Agreement, as the court deems proper. 14.4 Remedies Cumulative. No remedy specified in this Article XIV shall be considered exclusive of any other remedy, but the same shall be cumulative and shall be in addition to every other remedy provided hereunder or now or hereafter existing at law or in equity or by statute, and every power and remedy provided by this Agreement may be exercised from time to time and as often as occasion may arise or as may be deemed expedient, subject to any limitations set forth herein. 14.5 No Election of Remedies. The rights given in this Article XIV to receive, collect or sue for any rent or rents, moneys or payments, or to enforce the terms, provisions and conditions of this Agreement, or to prevent the breach or nonobservance thereof, or the exercise of any such right or of any other right or remedy hereunder or otherwise granted or arising, shall not in any way affect or impair or toll the right or power of the Agency upon the conditions and subject to the provisions in this Agreement to terminate the Tenant's right of possession because of any default in or breach of any of the covenants, provisions or conditions of this Agreement beyond the applicable cure period. 14.6 Survival of Obligations. Nothing herein shall be deemed to affect the right of the Agency under Article IX of this Agreement to indemnification for liability arising prior to the termination of this Agreement for personal injuries or property damage, nor shall anything herein be deemed to affect the right of the Agency to equitable relief where such relief is appropriate. No expiration or termination of the Term by operation of law, or otherwise, and no repossession of the Improvements or any part thereof shall relieve 1041362.2 18 the Tenant of its previously accrued liabilities and obligations hereunder, all of which shall survive such expiration, termination or repossession. ARTICLE XV GENERAL PROVISIONS 15.1 Force Maieure; Extension of Times of Performance. Subject to the limitations set forth below, performance by either Party shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended where delays are due to: war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes, governmental restrictions or priority, litigation, including court delays, unusually severe weather, acts or omissions of the other Party, acts or failures to act of any public or governmental agency or entity (other than the Parties which shall not excuse delay in performance), or any other cause beyond the affected Party's reasonable control (all of the foregoing "Force ajeure"). An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the Party claiming such extension is sent to the other Party within thirty (30) days of the commencement of the cause and such extension is not rejected in writing by the other Party within ten (10) days of receipt of the notice. Neither Party shall unreasonably withhold consent to an extension of time pursuant to this Section. Times of performance under this Agreement may also be extended in writing by the mutual agreement of the Tenant and the Agency (acting in the discretion of its Executive Director unless he or she determines in his or her discretion to refer such matter to the governing board of the Agency). Each Party expressly assumes the risk of such adverse economic or market changes and/or financial inability, whether or not foreseeable as of the Effective Date. 15.2 Reserved. 15.3 Agency's Right to Enter the Premises. The Agency and its agents may enter the Premises from time to time with reasonable notice, except in tl"ie case of emergency in which case no notice shall be required, to inspect the same, to post notices of nonresponsibility and similar notices, and to discharge the Tenant's obligations hereunder when the Tenant has failed to do so within a reasonable time after written notice from the Agency. 15.4 Representations of Agency and Tenant. 15.4.1 The Tenant hereby represents and warrants that all of the following are true and correct as of the Effective Date: (a) The Tenant has taken all requisite action in connection with the execution of this Agreement and the undertaking of the obligations set forth herein. This Agreement constitutes the legally valid and binding obligation of the Tenant, enforceable against the Tenant in accordance with its terms, except as it may be affected by bankruptcy, insolvency or similar laws or by legal or equitable principles relating to or limiting the rights of contracting parties generally; and 1041362.2 19 (b) The execution of this Agreement and the acceptance of the obligations set forth herein do not violate any court order or ruling binding upon the Tenant or any provision of any indenture, agreement or other instrument to which Tenant is a party or may be bound. Neither the entry into nor the performance of this Agreement will violate, be in conflict with or constitute a default under any charter, bylaw, partnership agreement, trust agreement, mortgage, deed of trust, indenture, contract, judgment, order or other agreement, charge, right or interest applicable to the Tenant. 15.4.2 Agency hereby represents and warrants that all of the following are true and correct as of the Effective Date: (a) The Agency has taken all requisite action in connection with the execution of this Agreement and the undertaking of the obligations set forth herein. This Agreement constitutes the legally valid and binding obligation of the Agency, enforceable against the Agency in accordance with its terms, except as it may be affected by bankruptcy, insolvency or similar laws or by legal or equitable principles relating to or limiting the rights of contracting parties generally; and (b) The execution of this Agreement and the acceptance of the obligations set forth herein do not violate any court order or ruling binding upon the Agency or any provision of any indenture, agreement or other instrument to which the Agency is a party or may be bound. Neither the entry into nor the performance of this Agreement will violate, be in conflict with or constitute a default under any charter, bylaw, partnership agreement, trust agreement, mortgage, deed of trust, indenture, contract, judgment, order or other agreement, charge, right or interest applicable to the Agency. 15.5 Miscellaneous. 15.5.1 Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 15.5.2 Notices. Except as otherwise specified herein, 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 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; or 1041362.2 20 (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. Agency: Redevelopment Agency of the City of South San Francisco P.O. Box 711 South San Francisco, CA 94083 Attention: Executive Director Telephone: (650) 829-6620 Facsimile: (650) 829-6623 With copy to: Meyers Nave Riback Silver & Wilson 55512th Street, Suite 1500 Oakland, CA 94607 Attention: Redevelopment Group Telephone: (510) 808-2000 Facsimile: (510) 444-1108 Tenant: Ron Price Motors, Inc. 1 Chestnut Avenue South San Francisco, CA 94080 Attn: Phone: Fax: With copy to: Kay & Merkle 100 The Embarcadero, Penthouse San Francisco, CA 94105 Attn: W. Bruce Bercovich, Esq. Telephone: (415) 357-1200 Facsimile: (415) 512-9277 15.5.3 Captions; Construction. The section headings and captions used herein are solely for convenience and shall not be used to interpret this Lease. 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 with the advice of counsel, 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. 15.5.4 Successors and Assigns. Subject to the restrictions on transfer set forth in Article XV, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. Any reference in this Lease to a specifically named Party shall be deemed to apply to any permitted successor and assign of such Party who has acquired an interest in compliance with this Agreement as if in every case so expressed. 1041362.2 21 15.5.5 Short Form of Lease. A memorandum of lease substantially in the form attached hereto as Exhibit B shall be executed by the Parties and recorded in the Official Records of Sam Mateo County. 15.5.6 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. Any action to enforce or interpret this Agreement shall be filed in the Superior Court of San Mateo County, California or in the Federal District Court for the Northern District of California. 15.5.7 Attorney's Fees. If either Party commences an action against the other to enforce any obligation contained herein, or to interpret any provision hereof, the prevailing party shall be entitled to recover from the other Party reasonable counsel fees, costs and necessary disbursements, as determined by the court having jurisdiction over the action. 15.5.8 Indemnity Includes Defense Costs. In any case where either Party is obligated under an express provision of this Lease, to indemnify and to save the other Party harmless from any damage or liability, the same shall be deemed to include defense of the indemnitee by the indemnitor, such defense to be through legal counsel reasonably acceptable to the indemnitee. 15.5.9 No Third-Party Beneficiaries; Disclaimer of Partnership, Lender/Borrower Relationship. Nothing contained in this Agreement is intended to or shall be deemed to confer upon any person, other than the Parties any rights or remedies hereunder. The relationship of the parties under this Agreement is solely that of landlord and tenant, and it is expressly understood and agreed that the Agency does not as a result of this Agreement in any way nor for any purpose become a partner of the Tenant or a joint venturer with the Tenant in the conduct of the Tenant's business or otherwise. This Agreement is not intended to, and shall not be construed to, create the relationship of principal and agent, partnership, joint venture, or association as between the Agency and the Tenant. It is further expressly understood and agreed that this Agreement is not intended to, and shall not be construed to create the relationship of lender and borrower, and the Agency does not, solely as a result of this Agreement, become a lender to the Tenant. i 5.5.10 Entire Agreement. This Agreement, together with Exhibits A and B which by this reference are hereby incorporated herein, contains the entire agreement between the Parties relative to the transactions covered hereby. All previous correspondence, communications, discussions, agreements, understandings or proposals and acceptances thereof between the Parties or their representatives, whether oral or written, are deemed to have been integrated into and superseded by this Agreement and are of no further force and effect except as expressly provided in this Agreement. 15.5.11 Waiver; Modification. No waiver of any breach of any covenant or provision of this Agreement shall be deemed a waiver of any subsequent breach of the same or any other covenant or provision hereof. 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 Agreement may be amended or modified only by a written instrument executed by the Parties. hereof. 15.5.12 Time is of the Essence. Time is of the essence of this Agreement and of each provision 1041362.2 22 15.5.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. 15.5.14 Action by the Parties. Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, consent or request by the Agency in its capacity as landlord hereunder is required or permitted under this Agreement, such action shall be in writing, and such action may be given, made or taken by the Agency's Executive Director or by any person who shall have been designated by the Executive Director, without further approval by the Agency Board of Directors unless the Executive Director determines in his or her discretion that such matter requires consideration by the Agency Board. 15.5.15 Non-Liability of Officials, Employees and Agents. No member, official, employee or agent of the Agency or the City shall be personally liable to Tenant or its successors in interest in the event of any default or breach by the Agency or for any amount which may become due to the Tenant or the Tenant's permitted successors in interest pursuant to this Agreement. SIGNATURES ON THE NEXT PAGE 1041362.2 23 IN WITNESS WHEREOF, the Parties have entered into this Lease as of the Effective Date. TENANT: LANDLORD: RON PRICE MOTORS, INC., REDEVELOPMENT AGENCY OF THE a California Corporation CITY OF SOUTH SAN FRANCISCO, a public body, corporate and politic By: By: Executive Director ATTEST: Agency Secretary APPROVED AS TO FORM Agency Counsel 1041362.2 z4 Exhibit PROPERTY (Attach legal description.) 1041362.2 A- Exhibit FORM OF MEMORANDUM OF LEASE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Redevelopment Agency of the City of South San Francisco 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 for Recorder's use. MEMORANDUM OF LEASE This Memorandum of Lease (this "Memorandum"), dated for reference purposes as of January 2008, is executed by and between the Redevelopment Agency of the City of South San Francisco, a public body, corporate and politic (the "Landlord") and Ron Price Motors, Inc., a California corporation (the `Tenant"), in reference to and consideration of that certain Lease dated as of January , 2007, by and between Landlord and Tenant (the "Lease"). 1. The purpose of this Memorandum is to provide notice of the existence of the Lease which is incorporated herein by this reference. This Memorandum incorporates all of the terms and provisions of the Lease as though fully set forth herein. 2. The Landlord is the owner of fee title to the land located at 1 Chestnut Avenue, in the City of South San Francisco, California, as more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "Property"). 3. There exists a building on the Property and paved parking and landscaping to be occupied for business use (the "Premises"). 4. Pursuant to the Lease, the Landlord leases to the Tenant, and the Tenant leases from the Landlord, the Premises subject to all of the terms and conditions set forth in the Lease. 5. The Landlord hereby grants and conveys unto the Tenant for the term of the Lease the Premises. n. The term of the Lease shall be three (3) years. 7. This Memorandum may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one fully-executed agreement. 1041362.2 B-1 above. IN WITNESS WHEREOF, the parties have executed this Memorandum as of the date first set forth LANDLORD: TENANT: REDEVELOPMENT AGENCY RON PRICE MOTORS, INC. OF THE CITY OF SOUTH SAN FRANCISCO By: Executive Director Attest: Agency Secretary Approved as to form: Agency Counsel By: SIGNATURES MUST BE NOTARIZED. 1041362.2 B-2 Community Redeye%pment Law Report Ron Price Motors, Inc. Lease January 9, 2008 j /^~'CE IVITV~/ ~Sy'C^ a ~'$' E ~ TE T 1 C EST V 1 ^ ' T 4.I T' Section 33433 of the Community Redevelopment Law of the State of California (California Health and Safety Code, Sections 33000 et seq.) provides that before any property owned by a redevelopment agency acquired in whole or in part, directly or indirectly, with tax increment funds, is sold or leased for development pursuant to the redevelopment plan, the proposed sale or lease must first be approved by resolution of the legislative body after a legally noticed public hearing. A copy of the proposed sale or lease agreement and a summary report that describes and contains specific financing elements of the proposed transactions shall be available for public inspection prior to the public hearing. Pursuant to Section 33433, the summary report must include the following information: 1. The cost of the agreement to the redevelopment agency, including land acquisition costs, the costs of any improvements to be provided by the agency, plus the expected interest on any loans or bonds to finance the agreement; 2. The estimated value of the interest to be conveyed or leased, determined at the highest and best use permitted under the redevelopment plan; 3. The estimated value of the interest to be conveyed in accordance with the uses, determined at the use and with the conditions, covenants, and development costs required by the sale or lease; 4. Lease payments, which the lessee will be required to make during the term of the lease. If the sale price or total rental amount is less than the fair market value of the interest to be conveyed or leased, determined at the highest and best use consistent with the redevelopment plan, then the agency shall provide as part of the summary an explanation of the reasons for the difference; and 1043424.1 Community Redeye%pment Law Report Ron Price Motors, Inc. Lease January 9, 2008 2 5. An explanation of why the sale or lease of the property will assist in the elimination of blight, with reference to all supporting facts and materials relied upon in making this explanation. This report outlines the salient parts of the proposed Lease Agreement (the greement) by and between the City of South San Francisco Redevelopment Agency (the " gency") and Ron Price Motors, Inc. (the "Lessee"), pursuant to which the Agency will lease property it is purchasing from the Ronald M. Price and Florine J. Price, as Trustees for the Ronald M. Price and Florine J. Price Living Trust, located at 1 Chestnut Avenue in South San Francisco (the " rope y"), to the Lessee. This report is based upon information in the proposed Agreement and is organized into the following sections: • Summary of the Agreement -This section includes a description of the site and a summary of the Agreement. • Cost of the Proposed Lease to the Agency -This section outlines the costs to the Agency. • Estimated Value of the Interest to be Conveyed -This section summarizes the value of the interest to be conveyed by the Lease. • Elimination of Blight -This section includes an explanation of how the disposition of the property will assist in the elimination of one or more blighting conditions inside of the project area. • Conformance with Five-Year Implementation Plan -This section describes how the Lease is in conformance with the Agency's Five Year Implementation Plan. 11. SUMMARY OF THE PRt3POSED AGREEMENT Site/Location The Property is located at 1 Chestnut Ave., known as San Mateo County Assessor's Parcel N,o. 011-320-030, which is located in the EI Camino Corridor Project Area (Project Area ). A portion of the 73,355 square foot site has been improved with a 27, 792 square foot one-story plus partial second floor and partial mezzanine building, 141 paved parking spaces and related landscaping. Ran Price Motors, Inc. is currently using the Property as an automobile dealership. 1043424.1 Community Redeye%pment Law Report Ron Price Motors, Inc. Lease January 9, 2008 ,3 umary o the reernent The Agreement is a three (3) year triple-net lease between the Agency and Lessee. Lessee covenants to use the Property as an automobile dealership. Lessee's rent is payable monthly on the first day of each month. Either party may terminate the Agreement with 90 days prior notice. Lessee must maintain the premises and indemnify Agency against the presence of hazardous materials. The Agency is not lending any funds to the Lessee, and the Lessee is not required nor permitted to improve the Property for purposes other than its current use as an automobile dealership in compliance with Section 33426.5 of the Community Redevelopment Law. 191. COST F THE OSE REEIVIENT O THE G Cl( This section presents the total cost of the proposed Agreement to the Agency, as well as the "net cost" of the Project after consideration of the revenues to be generated by the transactions contemplated under the Agreement. Estimated Cost to Agency The Agency is acquiring the Property for $6,500,000. Estimated Cost to Lessee The total cost of the Agreement over the three-year term to the Lessee is a maximum of $900,000 in 2008 dollars. Net Cost to Agency The net cost over the three-year term of the Agreement is $5,600,000 in 2008 dollars. As described below under "Elimination of Blight" the Agency is entering into this Agreement as a temporary lease agreement to ensure that the Property is not vacant while the Agency prepares a land use and specific plan for certain properties in the Project Area, including the Property. By entering into the Agreement, the Agency will be earning revenue for what would otherwise be a vacant property, and avoid the costs that would be necessary to maintain the Property and the security costs of protecting the Property. 1043424.1 Community Redeye%pment Law Report Ron Price Motors, Inc, Lease January 9, 2048 4 1 L E T E I TE EST T G YE An appraisal dated October 3, 2007 ("Appraisal") was prepared by Paul E. Talmage, MAI for the Property. The Property is Zoned "Planned Commercial District" which includes both residential and commercial uses. The value of the site is directly a function of the proposed use of the Property. Fair aret slue cf scant Site According to the Appraisal, the Property is capable of supporting any use that the City's zoning would permit, and the highest and best use of the Property, if it were vacant would be retail development. The value of a retail development, based on an income capitalization approach and use of the entire square footage, is $6,850,000. Estimated Value at Highest and Best Use According to the Appraisal, the highest and best use of the Property as currently improved is the use of the site as an automobile dealership. The value of the Property based on a cost approach is $6,950,000. IV. ELIMINATION OF BLIGHT In December 2007, the City of South San Francisco prepared a Request for Proposals ("RFP"} to prepare a land use plan and a specific plan for a study area that includes approximately 50 acres between Chestnut Avenue and the South San Francisco BART Station, including the Property. The Agency has purchased the Property with the long-term goal of incorporating it into amixed-use development as contemplated by the RFP. The Agreement will eliminate blight by ensuring that the Property is not vacant, will be well maintained and. will provide employment and a local business service during the development planning period for the Property. COFOMAGE ITH FIVE-YEAR IMPLEMENTATION PLAN Five-Year Implementation Plan ("Irnplerroentatiz~n Plan") includes the study and preparation of the land use plan and specific plan as outlined in the RFP. Specifically the Agreement meets the following goals for the EI Camino Corridor as set forth in the Implementation Plan: ® Eliminate and prevent the spread of blight, non-conforming uses and deterioration and conserve, rehabilitate and redevelop the Project Area in 1043424.1 Community Redeye%pment Law Report Ron Price Motors, Inc. Lease January 9, 2008 5 accordance with the general plan, future specific plans, the redevelopment plan and local codes and ordinances. Control unplanned growth by guiding revitalization, rehabilitation and new development in such fashion as to meet the needs of the Project Area, the City and its citizens. Increase sales, business licenses and other fees, taxes and revenues far the City. Create and develop local job opportunities and preserve the area°s existing employment base. As set forth above, the Agreement is in conformance with the Agency's Implementation Plan: 1043424.1 o~~o~~I-1_~'A ~~ ~''1C~ ~ r~ v O ~ t~ :~ c'9L1 FORN~e' (~1~ /~-a~ 3 1 CITY C®IJl~TCIIJ CITY OF SOUTH SAN FRANCISCO REGULAR MEETING MUNICIPAL SERVICE BUILDING COMMUNITY ROOM WEDNESDAY, JANUARY 9, 2008 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 Council are held on the second and fourth Wednesday of each month at 7:30 p.m. in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Public Comment: For those wishing to address the City Council on any Agenda or non-Agendized item, please complete a Speaker Card located at the entrance to the Council Chamber's and submit it to the City Clerk. Please be sure to indicate the Agenda Item Number 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 TREE (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 BATTAGLIA 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 S~El~CE CEI.I. PFI~NES PAGERS HEARING ASSISTANCE EQUIPMENT AVAILABLE FOR USE BY THE NEARING IMPAIRED AT CITY COUNCIL MEETINGS CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE INVOCATION PRESENTATIONS Recognition of Ballet Instructor Maria Spremich, recipient of the Peninsula Arts Council Diamond Award for Arts Educator -presented by Mayor Gonzalez Lindenville Pump Station Update -presented by Terry White, Director of Public Works Ferry Terminal Business Plan -presented by Steve Castleberry, WTA AGENDA REVIEW PUBLIC COMMENTS ITEMS FROM COUNCIL ® Announcements ® Committee Reports CONSENT CALENDAR 1. Motion to approve the minutes of December 12, 2007. 2. Motion to confirm expense claims of January 9, 2008. 3. A Resolution authorizing the filing of an application with the state of California Resources Agency, 2007/08 Enviromnental Enhancement and Mitigation Program, for $350,000 toward construction of Centelulial Way Phase 2/3- Orange Avenue to South San Francisco Bart Station; and certifying that the City of South San Francisco will make adequate provisions for operation and maintenance. 4. A Resolution authorizing the City Manager to execute an agreement with Wilson Ihrig & Associates, Inc. for the Sister Cities Boulevard Noise study. 5. A Resolution authorizing the submission of TDA Article 3 Grant Application for Fiscal Year 2008-2009. 6. A Resolution approving action of the Redevelopment Agency authorizing execution of a lease with respect to 1 Chestnut Avenue by and between the Agency and Ron Price Motors. 7. A Resolution authorizing acceptance of a $78,150.00 donation from Alexandria Real Estate Associates and appropriating the funds to the Fire Department budget to purchase training props anal related equipment and amending the Fire Department budget. 8. A Resolution authorizing acceptance of a $10,800.00 donation from the Lowes Corporation and appropriating the funds to the Fire Department budget to purchase a REGULAR CITY COUNCIL MEETING JANUARY 9, 2008 AGENDA PAGE 2 thermal imaging camera and related equipment and amending the Fire Department budget. 9. A Resolution authorizing a sole source purchase of the Fire Facilities and Nielsen Building Systems Westech Insulation and Draeger Fire Simulation Systems and amending the 2007-2008 CIP Budget to appropriate $580,000.00 for the project with funding from the Fire Donations Account. 10. A Resolution approving the Redevelopment Agency's action authorizing execution of a Subordination Agreement with Grand Oak Associates and State of California Multifamily Housing Program for the Grand Oak Housing Development. PUBLIC HEARING 11. Oyster Point Marina Concept Plan- Oyster Point Marina-Owner SF Bay Area Water Transit- Applicant P07-0108: PP07- 0002 ~ DR07-0066 Consideration of and motion to approve Design Review and Precise Plan to allow construction of a Ferry Terminal at Oyster Point Marina in accordance with SSFMC Chapters 20.59 & 20.85. 12. Zoning Text Amendment -Displays- Genentech Inc. -Applicant Genentech Inc. -Owner 1 DNA Way P07-0118: ZA07-0006 Consideration of and motion to waive reading and introduce an Ordinance amending SSFMC Chapter 20.40 (Genentech Research and Development Overlay District) to include regulations for signs and banner displays in accordance with SSFMC Chapters 20.40, 20.76 and 20.86. 13. Perna, John R/Owner & Applicant 43 5 Grand Ave AP07-0003: Parent Project - P07-0093 Consideration of appeal of the Planning Conunission decision upholding the Chief Planner's determination to disallow an outpatient medical surgery center at 435 Grand Avenue in accordance with SSFMC chapter 20.90. Consideration of resolution to affirm Planning Commission determination. 14. Community Development Block Grant Public Hearing to obtain citizens' views on housing and community development needs for the Five Year (2008-2012) Consolidated Plan and one year (2008-2009) Action Plan. REGULAR CITY COUNCIL MEETING JANUARY 9, 2008 AGENDA PAGE 3 ADMINISTRATIVE BUSINESS 15. A Resolution authorizing rejection of all Bids No. 1 Landscaping for Orange Memorial Park Project Bid No. 2448-Site Work Package Group A, # 1. Four-fifths vote required pursuant to Public Contract Code 22038(a)(2). 16. A Resolution endorsing the Ten Guiding Principles of the Grand Boulevard Initiative and directing that they be incorporated into future plans involving El Camino Real. COUNCIL COMMUNITY FORUM ADJOURNMENT REGULAR CITY COUNCIL MEETING JANUARY 9, 2008 AGENDA PAGE 4 ili ~~~~ ~~ 0 " .~ ._ coo ., ~ t? ~ ~' ~y ~ ~ Q~ (0 - ~.,,, ~ ~ " Ci3 -~ '"~ ~ Q ~ ~~~11 ../ , ~. y V ~ r .. ~. 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Y/ ~ 0 O ~ ~~ ~ ~ _ i~ V ~ R= ~ ~ _ ~ ~v~ ~ ~ ~ _ ~, V ,, w W c t 5 G }+ Q ~. }, = L ~ ~ N ~ ~ . ~ C ~ + C ~ U ~ ~ O ~ N ~ •~ L N ~ ~ V y .~.d ~ a; N ~ ca ~ ~ ~ ~ W ~ fl. O LL G • . ~' m ~ J ~ ~ ~ V .+ L • N ~ N N O C ~ d ~ =' ~ O to V W > E- ~ ~ J H d N J LL a 0 ~--~ ^~ W N O U ~ O ~ O `~ O ~ O = Cp U ~ ~ >' ~ ~ O ~ ~ ~ p ~X O O O i O ~' N ~ M ~ ~o ~ ~ O ~ ~--~ L ~~ c~ ~ ~ ~ c~ L t~ (~ N L _N Q O U .~ m W r p ~ ~ ~ ~ U ~ O O ~ ~ ~ 0 L 2 ~ U ~ ~ ~ o a~ U O D 0 N .~ m (~ W p .~ ^~ W O (~ Q 0 c~ L~. L ~--+ a~ .~ m ~ ~ ~ ~ ~ W ~ N ~ _N ~ Q ~ O ap U p p O ~_ N .p p ~ ~_ ~L L ~ ~ /'1 .~ t~ m N 1 .~ .~ ~i ~~ ~ O ~ ~_+ O ~ .~ ~ to ~ ~ V V ~ v O ~ ~ to `~' ~ ~ • - ~ O ~ Q ~ Cn ~ L ~.. V ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~- ~ O d`~ ~ ~ U :~ > t!) ~ ~ ~ CCS O U 4-- C6 O ~ ~ ~ N _~ ~ O ~ -- ~ ~ O~ ~ ~ ~ ~ ~ ~ ~ ~_ ~ ~ ~ ~ ~ O ~ ~ C~ O .~ ~ C~ ~ ~ ~ O i to ~ ._ O 0 ~ ~ ~ ~ ~ . ~ ~ C~3 ~ c~ ~ ~ ~ o _ c~ ~ ~ ~ ~ ~ ~_ ~ ~ ~ ~ U ~ Q ~ ~ ^~ U C6 ~ ~ oa~ox~~~~a~~~ ~ Utr~Uw~ v Q ~~Q o Z a ~~ ~M Q' N) 2 -. ~~ ~i ~' 0 ~~ Q ~i ~~ 2 a~ ~~ Q~ 3 L L f+ ~~x s~~ o ~ n v o c'~LIF4R~1~ ~; ~~caff c,i~~~~t ~ Eli ~1 T # 3 ATE: January 9, 2008 T~: Honorable Mayor and City Council FRl~t~: S1laroll Ra11alS, D1reCtOr of ReCl"eatloll alld Co12111111I11ty Services SZT JECT: RESOLUTION AUTHORIZING THE FILING OF AN APPLICATION WITH THE STATE OF CAL?~FOF~~~~ P~ESOUP.CES AGENC ~T, 2007/08 E~~d~'..ONMENTAL ENHANCEMENT A..ND MITIGATION PROGRAM, FOR $350,000 TOWARD CONSTRUCTION OF CENTENNIAL WAY PHASE 2/3 -ORANGE AVEI~IU-E TO SOUTH SAN FRANCISCO BART STATION; AI'~1D CERTIFYING THAT THE CITY OF SOUTH Sp,N FRANCISCO WILL M~~KE ADEQUATE PROVISIONS FOR OPERATION ~,ND MAINTENANCE btg'.~~1P'.~Elr ~AT~~~T: It is recommended that the Cify Council adopt a a-esolution authorizing the filing of an application for $35Q,000 in grant funds f~-o~n the State of California resources Agency, Enveronmental Enhancement and I~Ietigateon Program (EEM~'}, under Section 164.6 of the Streets and ~egl~v~~ays Code, toward Const~•ucteon of Centennial day Phase 2/3, grange Avenue to the South. San Francisco ~AI~T Station; stating the assurance of the Cite of South San Francesco to complete the project; and certifying that adequate provisions will be made to operate and maintain the project. ~AC i1~~~ ~.J ~T~/A~~S~ ~J SS~lr : The concept of a "bikeway" was developed i11 conjunction with the extension of BART service to Millbrae, and the creation of a swath of open space on top of anal adjacent to the subway BART tube and stations. The South San Francisco portion. of the bikeway has been expanded to a linear park extenCtlll~ 6-0111 the SOLltl1 Sall Frallclsco BART Statloll t0 file Sall 8111110 BART Statloll. Tl1e pr0~ ect is a CO11t111u0US, 2. S S I1111e CIaSS 1 bicycle/pedestl7 all path, alld 111c1udeS 1'ecr eat10l1a1 and landscape a111e111tleS. Tl1e lllleal' parr was 111c1Llded 111 the city's long-term p1a1111ing efforts and General Plan. As the Council is aware, the City approved an agreement with BART and SamTrans for constl-uction, operation, and maintenance of the bike path/linear park. Subsequently the linear park was named Celltel111ia1 Way. Estimated at a cost of X6.5 million to constllrct, the project was divided into pleases. Phase 1 Staff Report Subject: Application to Resources Agency (EEMP) Phase 2/3 Centeluual Way January 9, 2008 Page 2 (Tanforan to Orange}, Phase 2 (Orange to Chestnut), and Phase 3 (Chestnut to McClellan). Phase 2 includes a dog park just no1-th of the Boys and Girls Club oI1 propel-ty recently acquired from the PL1b11C Ut111t1eS C01111111SS1o11. Ill addition, several components that could be fundable as stand-alone projects were identified, including constlliction of the Orange Avenue intersection, the Spzllce Avenue intersection, and augmented bike lanes and kiosk on Orange Avenue. Approximately $175,000 in federal grant funding was awarded toward preparation. of a Master Plan (2003) and collstl-uction of the Orange Avenue intersection (2004). 1112004 file city Was successfiil in applying for $1.932 million in funding through the TLC program for construction of Phase 1 of the Linear Park, from the San Bruno BART Station to Orange Avenue. Phase 1 is cle-rently under COI1StI~.1Ct1011, scheduled for completion in the spring of 2008. The City Was fuI-ther successful in applying for an additional $2.274 million in federal funds toward COI1StI11Ct1011 of Please 2 alld Please 3, a11d 11aS SChedllled COnst111Ct1o11 Of these tW0 phases for 2OO8~09. It is 1111pol~allt t0 Vote that a S1gI11f1Callt local 111atc11 In fUI1d111g for these dollars Was incorporated. into the grant applications to help make our project more competitive; park-in-lieu fees front the Summerriiii project were identified as the source of the iocai match. It silouid also be noted that the federal trallspol-tation funding source has essentially been exhausted for the Centellllial Way project; the MTC considers the project "fielded" and will not consider requests for additional funds. Originally estimated at a construction cost of $3.0 million, updated cost estimates indicate that the constlliction cost will be $3.5 million. While project amenities could be trimmed to lower COl1st111Ct1on COStS, staff is looking at other sources to fund the shortfall. Other flllldS Call be used 111 place of the local match, which would free park-in-lieu funds for other projects. The Envirolllne11ta1 EI111ancement and Mitigation Progl-am (EEMP) Was established by t11e California Legislature in 1989. It offers a total of $10 million each year for grants to Local, state, and federal govel-Illnelltal agencies and to nonprofit organizations for projects to mitigate the environmental impacts caused by new or modified state transpol-tation facilities. Eligible projects must be directly or indirectly related to the environmental impact of the modification of all existing tl"a11Sp01`tatloll faculty Ol" COI1St111Ct10I1 Of a 11eW trallspol~atloll faClllty. Fol' this appllCatloll the BART SFO EXtellSlon WaS ldelltlfled aS a 11eW tr allSpol`tat1011 pl'O~ ect, alld the llnear park aS a pl0] ect t11at 1111t1gateS Sol11e of the 1111paCtS. The application was submitted November 30, 2007, and prepared ill-house. The Resources Agency requires City Council Resolutions, but allows that they be submitted later than the application due date. ~'~TI'~I~~N~ The total projected cost of Phases 2 and 3 of Centennial Way, 1.45 miles, is estimated at $3.5 1111111011. $2,274,000 in federal funding has been secured; $750,000 lI1 local 111atC11 Was 1delltlfled 111 Staff Report Subject: Application to Resources Agency (EEMP) Phase 2!3 Centennial Vi?ay January 9, 2008 Page 3 the 2008/09 Capital Improvement Program, leaving a shortfall of X476,000. The EEMP program allows Grant reQuests up to X350,000. An applicatio~~ for S2I0,000 has also been submitted to tl~e State's Safe Routes to School program. Notification uTill be given i71 the spring of 2008. ~~3I~C~,~.TS~~I~T: This application for X350,000 in funding tluough the State of Califoznia Enviromnental Enhancement Mitigation Program is to contribute toward constz-uction of the final phases of Centennial ViTay -Orange Avenue to the South San Francisco BART Station. Tlus is the twelfth rant application that has been submitted for the project; nine applications have been successful in generating $4,560,900 to date. completion of Phase 1 is anticipated in the spring of 2008. Phases ? alld 3 are scheduled for 2000/09. ~; Sharon Ranals Director of Recreation and Caznlnuluty Sel-~rices A.vUroved• ~' e ~ t B az ICI. I~Tage~ City Manager ~..-.- Attachment: Resolution RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING THE FILING OF AN APPLICATIOI~T WITH THE STATE OF CALIFOI~..NIA F.ESOTJF.CES AGENCY, 2007/08 ENVIROI~IMENTAL ENHANCEMENT AND MITIGATION PROGRAM, FOR X350,000 TOWARD CONSTRUCTION OF CENTENNIAL WAY PHASE 2/3 -ORANGE AVENtTE TO SOUTH SAN FRANCISCO BART STATION, AND CERTIFYING THAT THE CITY OF SOUTH SAN FRANCISCO WILL MAT~F ADEQUATE PROVISIONS FOR OPERATION AI~TD MAINTENANCE WHEREAS, staff recommends authorizing: (1) the filing of an application for X350,000 In grant fu11dS wlth the Ca11fo1-nla Resources Agency's E11~T11"ol~.lnelltal E1112a11celnellt algid Mitigation Program (EEMP), toward constl-uction of Centelulial V~7ay Phase 2/3; and WHEREAS, staff fiu-ther recolnlnends that the City Council state the City's assurance that it will complete the project and certify that adequate provisions will be made to operate and maintain the project; and WHEREAS, the Legislature of the State o_f Cali_fo_n_~ia _h_as enacted AR 471 (Chapter 105 of the Statutes of 1989), which is intended to provide $10 million amzually for a period of 10 years for grant funds to local, state and federal agencies and nonprofit entitles for projects to el~Ilance and mitigate the environmental impacts of modified or new public transportation facilities; and WHEREAS, the California Resources Agency (CRA) has established the procedures and criteria for reviewing grant proposals and is required to submit to the California Transportation Connnission a list of recommended projects from which the grant recipients will be selected; and WHEREAS, the CRA requires a resolution cel-tifying the approval of application. by the applicant's governing body before submission of said application to the State; and WHEREAS, the application contains assurances that the City must comply with as an applicant; and WHEREAS, the City, if selected, will enter into an agreement with the State of California to calZy out the environrn.ental el~Izancement and mitigation project. NOV~T, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby approves the filing of an application for the Envirolunental El~llancement and Mitigation Program for grant assistance. that: BE IT FURTHER RESOL~jED by the City Council of the City of South San Francisco l . The Clty CertlfleS It Wlll 111ake adequate proV1S1o11S for Opel'atlon alld mallltellallce Of the project; and 2. The City appoints the City Manager as agent of the City of South San Francisco to conduct all. negotiations, execute and submit all documents, including, but not limited to applications, agreements, amendments, payment requests and so on, which maybe necessary for the completion of the aforementioned project. I hereby certify that the foregoing Resolution was regularly introduced a11d adapted by the City Council of the of the City of South San Francisco at a regular meeting held on the 9th. day of January 2008 by the following vote: AYES NAYS ABSTAIN: ABSENT: ATTEST: Krista Martinelli-Larson City Clerk 1040373.1 o n ~'' fl C~a U O ~``~LIFOR~~'4~ .~1~ ~ # 4 DATE: January 9, 2008 TO: Honorable Mayor and City Council FROM: Marty Van Duyn, Assistant City Manager SUBJECT: RESOLUTION AWARDING THE CONSULTANT SERVICES CONTRACT FOR THE SISTER CITIES BOULEVARD NOISE STUDY TO WILSON, IHRIG & ASSOCIATES, INC. FOR $33,185 C~IVII~I~NI~.A.'~'C3I~d It is ~ec® ended. that the City C~uncii ad®pt ~ r es®intion ~wa~ ding the c~nsn~.tant services c®ntract f®r the Sister Cities i3aulevard l~®ise Stndy t~ Wks®n Ida ig ~ Ass®ciates, Inc. in an ~~®unt nc~t to exceed ~33,~$5. ~AC~~.(~IJ~~/I~ISCIJSSI~l'~ In September 2007, staff issued a Request For Proposals (RFP) for the Sister Cities Boulevard Noise Study. The request was posted on the City's website, sent to all registered vendors, as well as provided to five (5) acoustical engineering firms: Wilson, Ihrig & Associates, Brown-Buntin Associates, Har-is, Miller, Miller & Hanson, Charles M. Salter Associates and Illingwol-th ~ Rodl~in. Proposals were received from four (4) films: Wilson, Ilu-ig ~ Associates, Charles M. Salter Associates, Illingworth & Rodlcin, and Dudel~ Engineering & Environlmental. Staff reviewed their __ __ pro~~osals and found that all have the staff acid resources to zleet the needs of the City far the Sister Cities Boulevard Noise Study. A panel consisting of Engineering and Planning staff interviewed all four (~) respondents and evaluated each firm for their capabilities. The panel utilized an objective scoring system to ranl~ the four (4) consultant fines and selected Wilson, Ihz-ig & Associates, Inc. for their understanding of the project and ability to convey complicated material in a very concise manner. Wilson, Ihrig ~ Associates, Inc. will conduct a noise study in the residential area south of Sister Cities Boulevard approximately between the intersection with Hillside Boulevard and the terminus of the existing sound wall (near South San Francisco Drive). The purpose of the study is to determine if the existing sound wall on the eastern half of Sister Cities Boulevard should be extended westward toward Hillside Boulevard. If additional sound mitigation is warranted, the study will also determine the appropriate height and length of the extended sound wall by measuring existing noise levels in various locations to assess overall noise levels. Traffic noise modeling will be conducted and the effectiveness of the sound walls will be evaluated. The results of the study will be documented in a report and presented to the City Council at a regularly scheduled meeting. Staff Report Subject: CONSULTANT AGREEMENT WITH WILSON, IIIR.IG & ASSOCIATES, INC. FOR SISTER CITIES BOULEVARD NOISE STUDY Page 2 of 2 FUNDING Funding for this agreement will be provided from the Capital Improvement Program, Citywide Traffic Model. Adequate finding is available in this account. CONCLUSION Award of the consultant services contract to Wilson, Iluig & Associates, IIZC. will allow the City to evaluate potential noise impact from the Sister Cities Boulevard traffic on the sluzounding residential neighborhood. --`._ B .~_ rove ,°:~~`~~.... M ,~ y~ p ~ ~• - Mal-ty Van Duyn ~~B.a° . Nagel Assistant City Manage City Manager RR/tas/rc Attachments: Resolution Consultant Agreement RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AWARDING A CONSULTANT SERVICES CONTRACT TO WILSON, IHRIG & ASSOCIATES, INC. FOR THE SISTER. CITIES BOULEVARD PROVIDE NOISE STUDY IN AN AMOUNT NOT TO EXCEED $33,155 WHEREAS, in September of 2007, staff issued a Request for Proposals for the Sister Cities and received proposals from Wilson, Ihrig & Associates, Charles 1VI. Salter Associates, Illingworth ~ Rodkin, and Dudek Engineering & Environmental; and WHEREAS, this project is included in the City's 2007-2005 Capital hnprovement Program (CIP) budget and sufficient funds are budgeted to cover the project cost; and WHEREAS, staff recoznlnends that the City Council award the consultant services contract to Wilson, Ihrig ~ Associates in an amount not to exceed $33,155.00 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby: 1. Awards the consultant services contract to Wilson, Ihrig & Associates, Inc. to provide a noise study for the Sister Cities Boulevard in the amount of $33,155, conditioned upon Wilson, Ilu~ig Associates, Inc.'s timely execution of the project contract and submission of all required documents, izlcluding but not limited to, executed bonds, certificates of insurance, and endorsements. 2. Authorizes the City Manager to execute the agreement on behalf of the City Council of the City of South San Francisco upon timely submission by Wilson, Ihrig ~ Associates of the signed consultant contract and all other required documents, subject to approval as to foY-m by the City Attorney. 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 day of , 2005 by the following vote: AYES: NOES: AB STr~IN: ABSENT: ATTEST: City Clerk CONSULTING SER!(ICES AGREEMENT EET~IEEN THE CITY OF SOUTH SAN F NCISCO AND /LSON, lHR1G ASS®CIAT~, INC. THIS AGREEMENT for consulting services is made by and between the City of South San Francisco ("City") and Wilson, Ihrig & Associates, Inc. ("Consultant") (together sometimes referred to as the "Parties") as of (the "Effective Date"). Section 1. SER~IICE Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A, attached hereto and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on June 1, 2008, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that Gity, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, _ -reassign-such-person or-persons.__ _ __ _ _ ___ __ 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed $33,185, notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to Consulting Services Agreement between DATE City of South San Francisco and Wilson, Ihrig & Associates Page 1 of 14 City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Inv®icea. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. invoices shall contain the following information: Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; The beginning and ending dates of the billing period; A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; ® The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit ~; ® -The Consultant's-signature. _ _ _ _ __ _ __ _ 2.2 onfhi~Pa meet. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Tatal Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever Consulting Services Agreement between DATE City of South San Francisco and Wilson, Ihrig & Associates Page 2 of 14 incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the in Exhibit A. 2.6 Reimbursable Ex ep Haas. Reimbursable expenses are specified below, and shall not exceed $200. Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shalt not be exceeded. .7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.~ Pa meat upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services -- required by-this-Agreement. -City-shall-make--available to-Consultant-only-the-facilities--and-equipment-listed - - in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Consulting Services Agreement between DATE City of South San Francisco and Wilson, Ihrig & Associates Page 3 of 14 Section 4. INSU CE REUIRE~ENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connecfiion with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide Certificates of Insurance, attached hereto and incorporated herein as Exhibit ~, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this section and under forms of insurance satisfactory, in all respects, to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 ~lorkers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on aself-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether aself-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General and Automobile Liabilit~l Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this -- -Agreement in an amount--not-less--than-ONE-MILL-iON DOLLARS ($1 000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting there from, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. Consulting Services Agreement between DATE City of South San Francisco and Wilson, Ihrig ~ Associates Page 4 of 14 4.2.2 Minimum scope at coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 or GL 0002 (most recent editions) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9. No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. b. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. 4.3 Prafessianal Liability Insurance. 4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less. than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. Any deductible orself-insured retention sha(I not exceed $150,000 per claim. 4.3.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the - -date-of-the-Agreement.__ _ _ __ _-- _ __ ____ b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. Consulting Services Agreement between DATE City of South San Francisco and Wilson, Ihrig & Associates Page 5 of 14 d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. 4.4.3 Notice of Reduction in or Cancellation of Coverage. A certified endorsement shall be attached to all insurance obtained pursuant to this Agreement stating that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. In the event that any coverage required by this section is reduced, limited, cancelled, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than ten (10) working days after Consultant is notified of the change in coverage. 4.4.4 Additional insured; primary insurance. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant in the -course- of-providing -services--pursuant to-this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance orself-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. Consulting Services Agreement between DATE City of South San Francisco and Wilson, Ihrig & Associates Page 6 of 14 During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Subcenfract®rs. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.7 Varian®n. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; ® Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or ® Terminate this Agreement. Sectian 5. INDENINIFICATId AND C®NSULTANT'S RESP~NSIDILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents,'by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the gross negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or Consulting Services Agreement between DATE City of South San Francisco and Wilson, Ihrig & Associates Page 7 of 14 violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and Bold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of city. Section 6. TATU ~F C~NSIJLTAT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant hIo Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL I~EUiREMENTS. 7.1 Governin Law. The laws of the State of California shall govern this Agreement. 7.2 Corripiiance with Applicable Lags. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. Consulting Services Agreement between DATE City of South San Francisco and Wilson, Ihrig & Associates Page 8 of 14 7.3 Qther Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which Gity is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of what-so-ever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.~ Nondiscrimination and uq ai ®pportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATIQN ~4ND ~ODIFIC~TION. 8.~ - -Termination: -City may-cancel-this-Agreement at any time and withoat cause upon written - notification to Consultant. Consultant may cancel this Agreement upon 30 days' written notice to City and steal include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant ar prepared by or for Consultant or the City in connection with this Agreement. __ __ Consulting Services Agreement between PATE City of South San Francisco and Wilson, Ihrig & Associates Page 9 of 14 3.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 3.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 3.4 Assignment and Subcantracting~ City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 3.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 3.6 Options upon Sreach by Gonsultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, the following: 3.6.1 Immediately terminate the Agreement; - -3:6.2 ----Retain--the-plans,-specifications,-drawings,-reports, design-documents; and any other work product prepared by Consultant pursuant to this Agreement; 3.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 3.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Consulting Services Agreement between DATE City of South San Francisco and Wilson, Ihrig & Associates Page 10 of 14 Section 9. KEEPING AND STATUS ®F RECORDS. 9.1 Records Created as Part of Conaultant's Pet~ormance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties unless required bylaw. 9.2 Consultant's Doke and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Gonsultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shat( be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PREVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County San Mateo or in the United States District Court for the First District of California. 10.3. Severabilit~. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so Consulting Services Agreement between DATE City of South San Francisco and Wilson, Ihrig & Associates Page 11 of 14 adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied 1~laiver of Sreach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assi ns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Gonsultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of-expensesj-and-Consultant-will be-required to-reimburse the Cityfor any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the City Engineer ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: -- onsu ting ervices Agreement between DATE City of Sauth San Francisco and Wilson, Ihrig & Associates Page 12 of 14 Any written notice to City shall be sent to: City Clerk City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 10.11 Professional deal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Irate ration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. 10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. Consulting Services Agreement between DATE City of South San Francisco and Wilson, Ihrig & Associates Page 13 of 14 The Parties have executed this Agreement as of the Effective Date. CITY OF SOUTH SAN FRANCISCO Barry M. Nagel, City Manager Consultants NAME: TITLE: Afitest: City Clerk Approved as ~o F®rm: City Attorney 207532_1 onsu tang ervices Agreement between DATE City of South San Francisco and Wilson, Ihrig & Associates Page 14 of 14 XHl~6T A Attach Prapasaf and Cast Estimate 207532_1 consulting Services Agreement between DATE City of South San Francisco and Wilson, Ihrig & Associates, Inc, - Exhibit A Page 1 of 1 E II'I' II~SIJ C~ ~I+JR.'I'IFI~A'TES 207532_1 Consulting Services Agreement between DATE City of South San Francisco and Wilson, lhrig & Associates, Inc. -Exhibit B Page 1 of 1 i ~~~ ;~ WILSON, INI~IG & ASSOCIATES, INC. :1 ACOUSTICAL AND VIBRATION CONSULTANTS ~° 5776 BROADWAY OA K L.A N D, CA U.S.A. 94618-1531 Tel: (510) 658-6719 fax: (510) 652-4441 E-mall: info@wiai.com web: www.wiai.com WIA proposes to complete the proposed scope of work for the total sum of ~33,1~~. The followinb is a breakdown of the estimated hours and cost for each major component of the work based on anticipated staff conunitment and culTent hourly fees: G. Gliclcman, P. Daroux D. Sue C.Reyes Admiu. Total TASH Proj Mgr Proj Eng Eng Supp Techiucians Support Hours INITIAL MEETING AND SITE 5 5 0 0 Q 10 REVIEW ACOUSTICAL MEASUREMENTS AND 6 COORDINATION COMPUTER MODELING , SOUND WALL ANALYSES 5 PRELIMINARY REPORT 5 CITY COUNCIL MEETING --PRESENTATION-PREPARATION - ,~ - FINALREPORT 5 PROJECT .ADMINISTRATION 10 TOTAL HOURS 47 6 0 14 2 28 Total Fees $2,050 $4,000 15 45 0 0 65 $11,100 10 20 S 5 45 $7,025 5 0 0 0 12 $2,500 S 10 2 3 25 $4,060 0 0 0 0 10 $2,250 48 75 35 13 195 SUBTOTAL $32,985 ESTIMATED DIRECT EXPENSES $20Q TOTAL ~+ STIMATEI7 COST ~33,~~~ WILSON, IHRIG & ASSOCIATES, INC. 2 Sister Cities Blvd., SSF Cost Proposal WIA Rate ~chcdulc Fees for acoustical consulting services provided by Wilson, Iluig 8~ Associates, Inc. are based on the following hourly rates: Principal $225/hour Associate Principal $185/hour Senior Consultant $160/hour Associate $130/hour Assistant $110/hour Senior Technician $100/hour Technician $90/hour Field Assistant $90110111' CAD Operator $~0/hO11r Administrative Assistant $70/hour 1Vleasurerncnt Equipanent and Ilse of IA Developed ~oftvvare The professional fees for WIA staff include the use of WIA owned instrumentation and software. Where special instrumentation must be rented for a project, then the rental charge is considered a direct expense. Direct expenses Expenses directly associated with a project, such as travel costs, including mileage for travel to all meetings and site reviews, photocopying, drawing reproduction, long distance telephone, shipping and equipment rental are charged to the project at cost. WILSON, IHRIG & ASSOCIATES, INC. 1 rc~~ect ~~ Proposal: Sister Cities Boulevard, S.5F Wilson, Ihrig & Associates (WIA) is pleased to present the following scope of work and estimate of flours 111 response to the City of South San Francisco's Request for Proposals, Acoustical Engi~zeering Services fo~° Sister Cities Boulevard Noise Study. We understand the project consists of evaluating the need for a westward extension of the existing sound wall located along the south side of Sister Cities Boulevard. We understand the wall currently terminates at Pecks Lane and the purpose of extending the wall would be to reduce the traffic noise exposure for the residential community south of Sister Cities Boulevard between Pecks Lane and ~Iillside Boulevard. Further, if the investigation reveals that such a wall is indeed warranted, the study is to include recommendations for basic design requirements such as height and length and an evaluation of the acoustical benefit provided. WIA has extensive experience in conducting sin~lar highway and road noise analyses and is uniquely qualified to assist the City of South San Francisco conduct this study. To this end, the following presents our proposed scope of work: 1. Initial l~eeting and Slte evie`v WIA will meet with City staff to review the goals of the study and explore various options to assess and control noise. This proposal presents the methods and means to evaluate traffic noise using the Caltrans approved methodology and software, which uses the peak noise hour equivalent noise level, Leq, to determine 1101se impact. I~owever, there may be other factors that contribute to noise disturbance from Sister Cities Boulevard, including truck activity, hours of travel, stop/start configurations, etc. that may not be adequately addressed via Caltrans' methodology. For alocally- funded sound bal7ier, alternate means of evaluating the problem and potential noise control methods maybe worth considering. WIA will also review the Project area and discuss potential noise measurement locations with City 2. Sate I~olse Ch.aracterizatian Accurately characterizilzg the existing traffic noise exposure along Sister Cities Boulevard will be critical not only for determining the need for mitigation but also for developing a reliable model on which to base sound wall recommendations. WIA proposes the following noise measurement program: a. Fong-te~°rni l~olse Survey Long-term (24-hour) noise levels will be logged continuously for up to one week at select locations along Sister Cities Boulevard to obtain data such as peak-hour Leq, Day-1`~ight Level (Ldn), Llo, and other metrics that are used by Caltrans and other agencies for assessing environmental noise levels from traffic. The long-term measurement data will establish the time-varying characteristics of the noise environment at acoustically representative Locations. Based on preliminary review of the WILSON, IHRIG & ASSOCIATES, INC. 2 Proposal: Sister Cities Boulevard, S.SF location map, we believe that four to six locations will be adequate to characterize the study area, though this will be confirmed during field review by WIA. b. Short-term Noise Measurements In addition to the long-term data collection, WIA. will conduct sllort-term noise measurements simultaneously at the position of each long-term monitor and within the backyards of homes south of Sister Cities Boulevard. The measurements will consist of recording sound levels far periods of 15 minutes or more with a calibrated sound level meter and digital audio tape (DAT) recorder setup. The short-term measurement data will help determine the acoustical relationship between the long-term monitoring positions and representative yard receiver positions accounting for site topography and line of sight conditions with the roadway, and the recordings will be archived as documentation of the existing noise character. During the sllort-term measurements, WIA will conduct traffic counts (numbers and types of vehicles per hour per direction) for calibration of the computer model, and the local meteorological conditlorls will be documented. These calibration measurements will require good weather and low wind conditions, to the extent feasible during the available study period. In addition, WIA proposes to conduct short-term noise measurements north of Sister Cities Boulevard at up to two locations within the residential area on the north side of South San Francisco Drive. The purpose of these measurements will be to address potential community concerns regarding the noise level impact at homes north of Sister Cities Boulevard due to the proposed addition of new sound wall(s) on the southern side of Sister Cities Boulevard. These measurements will also be recorded and archived. 3. Traffic l~Toise Modeling WIA will create a computer model of the study area using Fl-1WA Traffic Noise Model, version 2.5, the software cui7ently mandated by Caltrans for new highway or retrofit projects. The steps of the modeling are outlined below: a. Model Calibration WIA. will use short-term noise data and traffic counts obtained during the site survey to calibrate the model. Topographical site data and existing roadway geometry that is available from the City (preferably in electronic AutoCAD format) will be used as the basis for the computer model. The topographical data provided to WIA should include the pad (first floor) elevations of homes in the study area so receiver heights can be accurately modeled. Existing Conditions Following calibration, WIA will model existing traffic noise levels for representative residences adjacent to the roadway as well as those located filrther back. The results from this stage of modeling will be used to determine the extent and level of existing traffic noise impacts inside the study area. c. Sound all Analyses / future Noise Levels We propose to model a maximum of four sound wall heights and up to three sound wall plan WILSON, IHRIG & ASSOCIATES, -NC. 3 Proposal: Sister Cities Boulevard, S.SF configurations. The results will quantify the acoustical benefit in terms of noise reduction provided by each of the various alternatives studied and the expected future noise levels. Design year traffic volumes and truck percentages will be provided to WIA. and incorporated into the model to account for increases or changes in traffic patterns in order to predict future noise levels and allow comparison with existing noise levels for scenarios both with and without additional sound walls. Pi eparati®n ~f Draft ~~®rt WIA will prepare one draft report for review and comment by the City's engineering staff. The report will contain a summary of all pertinent measurements, our conclusions regarding the need for extending the existing sound wall, specific acoustic benefits for designs studied, and necessary supporting graphics. 5. City Cuur~ell eetgr~~ t~ttenance and Preser~tati®~ WIA will present its findings from the Draft noise study report at one City Council 1Vleeting. The presentation will include a brief PowerPoint summary of the analysis, methodology, and recommendations. 6. PreparatioT~ ®~ Fir~a~ ~t~p®rt CIA will prepare one final report incorporating comments that result from review of the Draft report by City staff and the City Council presentation. We have assumed that only editorial or clarifying changes will be made. This proposal does not include provisions to include new analyses, baz~iers or substantially new criteria. WILSON, IHRIG & ASSOCIATES, INC. 4 ~~o Key ~~~u~s Proposal: Sister Cities Boulevard, S.SF During the course of the project, we believe the above scope of work will be informed by addressing the following key issues critical to this project: ®~~ Cri>teria an~i adelling WIA will assist the City in establishing the project's noise impact criteria and reference relevant Federal guidelines, Caltrans Protocol, and applicable local regulations as needed. As noted above in the Scope of Work, fundamentally, the study will need to address the question: what are the appropriate traffic noise impact criteria for die project based on its source(s) of funding? If the project is fully funded by the City, how would that influence the criteria for evaluating sound wall effectiveness? Additionally, it will be important for us to understand the basis for building the existing sound wall and any implications for this study. ~'he RFP indicates that the Caltrans approved modeling software shall be used. If it is determined that alternate or additional criteria shall be used, it may be necessary to identify alternate means of assessing noise impacts under these criteria. Our proposal is based on using TNM 2.5 as the primary modeling and evaluation tool. Its accuracy at 50 to 500 ft from the roadway is well- documented; any noise impact issues outside of this range will need to use alternate evaluation models. +~+ ~uund Nall issues Questions regarding the acoustical benefit of the sound wall will be addressed such as: what is the best location for a new sound wall; how effective would the wall be if placed along the edge of Sister Cities Boulevard versus the north side of the frontage road closer to homes; how extensive should the sound barrier be to provide an appropriate acoustical benefit to residences at the western and eastern limits of the study area; and how much shielding will 2°`~ story homes receive, if any? The study will also address the issue of sound wall reflections since this is often a community concern regarding new sound walls. Questions that may arise include: should the wall incorporate sound absorption to minimize sound reflections to homes within the study area but a few blocks away; and what impact, if any, would the installation of new sound wall(s) have on traffic noise levels for residences on the north side of Sister Cities Boulevard? *d® Public ~up~ort Our experience has shown that some communities may have strong opposition to sound walls. For instance, would the City elect to extend the sound wall if the majority of adjacent neighbors do not want a sound wall? WILSON, IHRIG & ASSOCIATES, INC. S Proposal: Sister Cities Boulevard, S.SF We understand from contacting the City that cost estimating is not part Of the scope of this RFP. Nevertheless, it will be important to address what noise abatement is reasonable and who would be evaluating the cost benefit. WIA will provide conceptual designs that the City can use to evaluate and compare costs associated with each of different alternatives studied. Itl. r®ject T'earn a ua[ifica~ic~n~ Pablo A. Daroux, Principal, will be Project Manager, overseeing all technical aspects of the work and making sure project goals are I~et in accordance with the scope of work. Deborah A. Jue, ASSOClate Pr1nClpal, alld Crary M. Cx1lCkmall, se1110r COnSUltallt, Wlll C011dUCt d1e tl"aff1C nO1Se modeling and perform the majority of the analysis. WIA tecl~lnicians will provide assistance as needed in the collection and processing of field noise data. 1Zesumes for the above key personnel are attached. WILSON, IHRIG & ASSOCIATES, INC. () PA~L~ A. A ~IJX Education M.S. (1989) in Acoustics, Pennsylvania State University B.S. (1985} in Physics, Wagner College, New Yorl~ Experience Proposal: Sister Cities Boulevard, S.SF lls®I1' Ihrig Associates, once (1989 to Present) Principal Mr. Daroux has extensive experience in a broad range of acoustics and vibration areas, having managed over 400 projects. Project experience at Wilson, I11rig & Associates, 111c. includes measurement, prediction, evaluation and recommendations for the mitigation of highway, industrial and rail transportation systems noise and vibration; conununity noise measurement and evaluation; worker noise exposure measurements in-plant, evaluation and engineering control measures to observe compliance with OSl~-IA standards. Computer modeling experience includes highway noise prediction using Caltrans SOUND32 and FHWA STAMINA computer models and industrial, long range noise contour calculations over inhomogeneous terrain profiles using ENM. Mr. Daroux has worked on a number of projects involving highways and sound wall studies, that included modeling, noise prediction, and sound wall design recommendations. The Pennsylvania State Tniversity (1986 - 1989) graduate Research Assistant Performed research and measurements relating to outdoor noise propagation such as ground acoustical impedance, long range sound propagation and atmospheric modeling as well as noise propagation from gas pumping stations. Developed computer models for outdoor noise propagation prediction with application to gas compressing stations and two-dimensional acoustic ray-tracing to predict the propagation of sound over telzain discontinuities 111 the presence of wind. National Symphony ®~chestra of Argentina (1981) Recording Engineer Duties included recording of live performances, rehearsals and sound reinforcement. Professional Associations Member°, Acoustical Society of America Member; Audio Engineering Society Member, Institute of Noise Control Engineering Member, Acusticos Argentinos WILSON, IHRIG & ASSOCIATES, INC. 7 Proposal: Sister Cities Boulevard, S.SF Pablo I)aroux.- e~resentative Project Exuerience I-~&0 North Safety Improvement, Oakland: Project Manager for the noise study and ntigation design for new sound bazTiers at I-880 near 29th Avenue, in Oakland. As part of the Preliminary Environmental Analysis Report, work has included review of background documents, a windshield survey of the affected area, ambient noise measurements throughout the neighborhood, presentations at public meetings, and computer modeling of various future traffic and lane alignment scenahios. Dote ~4 Expressway, Livermore: Project Manager for long-term noise surveys along the route to document existing noise levels, computer noise modeling of the existing roadway and proposed alternatives using Traffic Noise Model (TNM), evaluating traffic noise impacts on existing residences, and assessing the acoustical effectiveness of existing noise barriers. ~rizzolara Street Sound all Noise study, San Luis bispo: Tested the noise reduction capabilities of several homes; provided comprehensive exterior noise measurements over a period of several days; computer modeling of various sound bai~ier wall alternatives; and retrofitting options for homes impacted by noise from SR 101. San Joaquin Co~.~nty Freeway Noise Mitigation Study: Conducted detailed noise surveys at a total of 13 school and residential sites to assess the level of environmental noise in order to determine the need for construction of sound walls. Constructed a computer model for each location and provided recommendations for the retrofit of some schools and for the design of sound barrier walls. Acoustical Impact Study of Peter's Canyon Freeway, Orange County: Conducted long- and short-term, wide area noise surveys at over 12 locations to characterize the pre-construction noise environment. Predicted future noise levels due to proposed four lane highways and interchange embedded into complex topography using FHWA's STAMINA Highway Noise Prediction Program. ~ 92/I-~~0 Interchange EIS/I~EII2, ayward: Assisted with long-term and short-term noise surveys. Responsible for the modelling, noise prediction, and sound wall design recommendations for the project using Caltrans SOImTD32 Noise Prediction Model. State Route 242 Noise Impact Evaluation, Concord: Assisted with noise measurements and identification of noise-sensitive areas. I-23~ Deconstruction Pro,~ect, San Lorenzo: Assisted with short- and long-term noise surveys to document existing noise environment. I-5~0 Median V~idening, ublin: Conducted pre-construction measurements and evaluation of environmental noise impacts due to median widening of the I-580 roadway between I-680 and I~opyard Road Interchanges in Dublin. Provided modeling of existing noise levels, projection of future noise levels, design of noise mitigation measures, recommending sound wall designs to comply with Caltrans guidelines. Military west Widening, Penicia: Performed long- and short-term noise surveys to evaluate existing levels, and projected future levels for widened roadway, using the Caltrans SOUND32 Noise Prediction Model. WILSON, IHRIG & ASSOCIATES, INC. $ I}E A. IJE Proposal: Sister Cities Boulevard, S.SF IiJducation M.S. (1998) in Mechanical Engineering, University of California, Berkeley B.S. (198$) in Engineering: Acoustics, Stanford University ~xpc~icncc Filson, hrig Associates, Inc. (1990 to Present) Associate Principal Ms. Jue has been involved in environmental noise measurement and analysis for highway systems and industrial and residential buildings, as well as environmental and design work (noise and vibration) for rail transit systems. Projects have included analyzing highway noise using the FpIVVA Traffic Noise Model (TI~fM}, STA~MINA/OPTIMA, and Caltrans SOI.TTND32/SOLTND2000 computer programs, running the Environmental Noise Model (ENM} computer program, and compiling a predictive computer database program for transit noise and vibration. Other work includes studies involving evaluation of residential dwellings for compliance with the requirements of Californa Noise Insulation Standards, Title 24, and local Noise Elements, and long-term monitoring of noise and groundborne vibration from construction work. ITnive~-sity of California, Berkeley, CA (1996-199 8 ) Graduate Student, Researcher Ms. Jue was involved with the Berkeley Center for Control and Identification, developing a MATLAB and ,u-tools based program to perform frequency domain system identification of lightly damped, wide-band systems. Her studies also involved developing controllers for electro- mechanical embedded systems. I~iasonics, Inc., Milpitas, CA (1988 - 1990) -- - -- --Measurements Engineer----_ -- --_ - __ __--_ _-----__--- ----- - -------- - --- -_-_ ----- ---_ ____ Duties included overseeing data acquisition for FDA compliance reports and operations of the Acoustics Laboratory, and writing vendor specifications and procedural documentation. Professional Associations Membe~~, Acoustical Society of America Member, American Society of Mechanical Engineers Me~nbe~, Audio Engineering Society Member, National Council of Acoustical Consultants Member, Institute of Noise Control Engineering WILSON, IHRIG & ASSOCIATES, INC. 9 e~resentatiwe I'ro~ect Experience Proposal: Sister Cities Boulevard, S.SF Ilos Angeles County TA Soundwall Project along SIB.-134 and 5-170, CA Performed modelling of proposed sound wall along State Route 134 and State Route 170, using Sound 2000 and compared the results with TRIM. Central ~ree~vay econstruction, San Francisco: Noise impact alternatives analysis of options for Central Freeway ReconstructionlReplacement, including noise survey and computer modelling with Caltrans SOLTND32 Noise Prediction Model interfaced to a digitizer. An evaluation and analysis of Caltrans EA/FONSI (Environmental Assessment/Finding of No Significant Impact) was later performed for a proposed new alternative. I-23S econstruction I~ro~ect, San I,orenzo® Noise study, including identification of noise impacts using Caltrans criteria and design of sound wall using the Caltrans SOIJND32 Noise Prediction Model interfaced to a digitizer and preparation of report. State Dote 242 Noise I pact Evaluation, Concorda Noise impact evaluation, lncluding noise measurements and identification of noise impacts using Caltrans criteria and design of sound wall using Caltrans procedures and SOLTND32 Noise Prediction Model interfaced to a digitizer, and report preparation. TrafficNoiseCAD7 was used for three-dimensional visualization of model. I-5~0 I-Iighv€~ay Median Widening, Dublin, CA: Noise study, including noise measuremel~ts and design of sound wall using Caltrans procedures. ~rizzolara Street Sound Wall Study, San I.,uis Obispo, CA: Feasibility study for the first sound barrier wall in Sa11 Luis Obispo County's history, lnvolving extensive environmental noise measurements and computer modeling of several scenarios. Provided detailed modeling of freeway noise in the study area and evaluated multiple noise mitigation options using the Caltrans Sound32 and FHWA's TNM computer models. Portland Tri-Met - illsboro Extension: Projections of future traffic noise levels, need for --mitigations -preliminary--design- of sound-barrier -wails,-and-- assstance-on Techncal Report on noise - - and vibration. Santa Clara County Transportation Agency -Capitol Corridor: Environmental noise and vibration analysis for new LRT alignment, including projections of LRT and future motor vehicle traffic noise levels, assessment of Noise impacts to numerous residential buildings, deternunation of the need for mitigation, and the evaluation of the effectiveness of sound barrier walls as mitigation and investigation of alternative noise mitigation in the form of improved building exterior insulation. Santa Clara County Transportation Agency - Tasman Corridor: Projections of future traffic noise levels, need for mitigation, and preliminary design of sound barrier walls, alld assistance on Technical Report on noise and vibration. WILSON, IHRIG & ASSOCIATES, INC. 10 Proposal: Sister Cities Boulevard, S.SF ~ M> G-I~ICI~i . ICI Education B . S . (199 8) in Civil & Envirozunental Engineering, University of California, Berkeley, College of Engineering Experience Wilson, Ihrig Associates, Inc. (1998-2003; 2005-Present) Senior Consultant Mr. Glickman has been involved in many transportation projects, including highway noise studies. He is experienced in the use of the Federal Pligllway Administration's Traffic Noise Model (TNM) for traffic noise prediction and sound barrier analyses. Ike has extensive field experience measuring noise and vibration levels, vibration propagation properties in soil and buildings, groundborne vibration from construction equipment and trains, building noise insulation characteristics, and other acoustical data. He has overseen and participated in the laboratory analyses of these data, and has been primarily responsible for much of the engineering analyses. He has presented findings to clients, authored many reports, and managed projects. Cera~ni Associates (2003-2005) Associate At Cerami & Associates, Mr. Glickman worked closely with architects and engineers to optimize designs for interior acoustics and noise and vibration control for mechanical systems. Projects included residential and mixed-use developments, studios, laboratories, and emergency generator facilities. He also worked on projects involving noise and vibration issues from subway and commuter rail lines. Professional .Associations Membe~~, Chi Epsilon (Civil Engineering I-Ionors Society) - - -1V~enz of -AcousticalSociety of-America -- - Member°, Institute of Noise Control Engineering project Experience I-~~0 North Safety Improve>~nent, al~iand: Developed traffic noise computer model to study Iane improvement scenarios and predict future traffic noise levels. Developed mitigation alternatives including new sound barriers and analysed their acoustical benefit. Prepared technical noise reports including mitigation reeom.inendations for construction activities resulting from the project. outs ~4 Expressway, Iliverrnore: Conducted extensive computer noise modeling of five mile roadway segment to evaluate existing traffic noise impacts on residences; predicted future noise levels for various traffic scenarios and prepared technical reports. WILSON, IHRIG & ASSOCIATES, INC. 11 Proposal: Sister Cities Boulevard, S.SF ~rizzolara Street Sound Nall poise Study, San Luis ®bispo: Conducted exterior noise survey to evaluate traffic noise exposure in backyards of residences adjacent to SR101; conducted interior noise measurements to evaluate insulation characteristics of homes. San Diego Light ail 'Transit - Mission galley fast: Coordinated and conducted field measurements and analysis of soil vibration propagation characteristics. Empirically derived LRV source characteristics. Formulated special trackwork reconunendations to control groundborne noise and vibration. Provided extensive support regarding construction noise and vibration impacts for San Diego State 1.Jniversity buildings, including identification of sensitive buildings, projection of construction noise and vibration at buildings, and developed measures to achieve acceptable noise and vibration levels during construction and presented recommendations to clients. TA/L~ R fast Side Access Projects dew 'Fork: Measured soil and rock vibration propagation characteristics along alignment in Manhattan, vibration from LIRR train passbys for derivation of vehicle source characteristics, and existing transit groundborne noise and vibration in buildings along alignment prior to project construction. Tren IJrbano, Puerto ico: Predicted future noise levels from trains for the purpose of designing a suitable sound barrier wall. San Francisco gay Area apid Transit SF~- Airport extension: Measured noise and vibration from pile driving, grading, loading, and other heavy construction activities. Transportation Researeh hoard: Measured vibration from rail transit vehicles to assess the effects of wheel mounted absorbers for controlling wheel squeal and wayside noise. Santa Clara ETA Capitol ~.,ight Rail Corridor: Conducted detailed noise and vibration analysis to assess conununity impact of the project. San Francisco Muni Third Street Light Rail Transit Project: Measured vibration propagation characteristics of soils along alignment. Dallas Fort'~Vorth Airport APM: Performed vibration design study using Finite Element Analysis (FEA) to assess potential impact of an Automated People Mover on the International and Domestic Arrivals Terminals. Jazz at Lincoln Center, Tia~ne ~Yarner Center: Reviewed implementation of Rose T1leater's structural isolation bearings, which were designed by WIA, to mitigate structure-borne noise from nearby subway trains. Carnegie mall and Alice Tuily all, l~ew York: Conducted studies of existing subway noise and vibration inside concert halls. WILSON, IHRIG & ASSOCIATES, INC. 12 1'V. ~ rescnt~tivc crie~cc Firm ualificatl®ns Proposal: Sister Cities Boulevard, S.SF Wilson, Ihrig & Associates, Inc. offers a complete range of professional services associated with acoustics and noise and vibration control. WIA has worked on a number of projects involving the prediction and control of highway noise since 1966, ranging from road widenings to interchanges and freeway reconstruction. VIA provides a complete range of services involving highway noise impact evaluation, prediction and control, and has the staff and resources to: Evaluate existing noise impact along highways Predict future highway noise using computer models: ® Federal Highway Administration 'Traffic Noise Model (FHWA Tl~(M) Caltrans 1`~oise Prediction 1VIodel (50UND32/SOTJND2000) Pel-form sound wall design and optimization. ® Conduct detailed noise surveys in communities located close to major roads, freeways and other transportation systems using state-of-the-art acoustic instrumentation and analysis software. ® Recommend mitigation measures which extend beyond sound barrier walls for those projects where right-of-way ln.itigation must be complemented by retrofitting adjoining structures. These recommendations have comprised solutions such as improved exterior wall and roof designs, glazing specification, chimney/exhaust vent baffling techniques, etc. necessary in order to meet the required interior noise criteria for each noise sensitive receptor, be it commercial or residential. ® Determine compliance with the procedures and criteria outlined 111 the Federal Highway Administration Policy and Guidance Manual, and design sound walls in conformance with Chapter 1100 of Caltrans Highway Design Mat2ual, following the Traffic Noise Analysis Protocols (TNAP) established by the Technical Noise Supplefnent (TeNS). WILSON, IHRIG & ASSOCIATES, iNC. 13 Proposal: Sister Cities Boulevard, S.SF Pr®.~ect Exper Ience I-~~0 North Sa~ety I pr®~~ ent, Oakland Noise study and mitigation design for nevv sound barriers at I-880 near 29th Avenue, in Oakland. As part of the Preliminary Environmental Analysis Report, WIA's work included review of background documents, a windshield survey of the affected area, ambient noise measurements throughout the neighborhood, and modeling various future traffic and lane alignment scenarios. The results of our study were presented in a Technical Noise Report that identified noise sensitive receivers and possible mitigations, and addressed noise due to construction activities resulting from this project and mitigation recommendations. Dote ~ Expressway, Diver ore Environmental noise assessment for roadway improvements, with lead agencies CALTRANS and ACTIA. Work included long-term noise surveys along the route to document existing noise levels, computer noise modeling of the existing roadway and proposed alternatives using Traffic Noise Model (TIM), evaluating traffic noise impacts on existing residences, and assessing the acoustical effectiveness of existing noise barriers. State Dote 242 Noise Impact Evacuation, Concord For this road widening and improvement project, WIA determined the existing ambient noise environment, made highway noise projections using the Caltrans SOUND32 Noise Prediction Model, and provided recommendations for sound walls to comply with Caltrans guidelines. S 92II-~~0 Interchange I~EIS/I)EII~, ~Iayward WIA evaluated the environmental noise impact due to proposed modifications to SR 92/880 hZterchange, provided highway noise projections using the Caltrans SOUND32 Noise Prediction Model, and made recommendations for sound walls. I-23~ Reconstruction Project, San Lorenzo As part of the BART Dublin-Pleasanton Extension Engineering, WIA performed a noise study for the I-238 Reconstruction Project between Ashland Avenue and Foothill Boulevard. Tasks included: --- 48=hour-noise-surveys;-using- Caltrans-SOI=JND32 Noise Predcto~i 1VIode1;- evaluating noise------ -- - -- - - --- mitigation measures; reconunending sound wall designs. San Joaquin County Freeway I~loise Mitigation Study WIA conducted detailed noise surveys at thirteen sites within San Joaquin County to assess the level of environmental noise outdoors in order to determine the need for construction of sound walls. Eight of these sites were schools, in which comprehensive measurements of the degree of sound isolation attained by most buildings on campus were made in both level and frequency. Uninterrupted, week-long measurements of environmental noise were also conducted at all residential locations. A computer model of nearby freeways and noise sensitive receptors was then built which allowed the study of several noise mitigation options. Recommendations were given for the retrofit of some schools and for the design of sound barrier walls at all appropriate sites. alternatives to epiaceaent o~ Errrl<barcadero Freeway and Terminal Separator, San Francisco As part of the EIl~EIS for the Embarcadero area of the San Francisco waterfront, WIA studied the noise impacts for several alternative roadway designs proposed as replacement for the earthquake damaged Embarcadero Freeway, including noise impacts of new freeway ramps to the I-80 freeway. WILSON, IHRIG & ASSOCIATES, INC. 14 Proposal: Sister Cities Boulevard, S.SF rizzolara Street Sound all poise Study, San Luis Obispo Study of several alternatives for the construction of the first sound barrier wall in San Luis Obispo County. WIA provided acoustical testing of the noise reduction capabilities of several homes as well as comprehensive exterior noise measurements over a period of several days. Computer modeling of the various ntigation alternatives was conducted by means of the latest Federal Highway Noise Prediction Model (TNM). 1-5~0 ~Iigl~vvay elan idening, Dublin Noise study, including design of sound wall using Caltrans procedures. Work included pre- construction measurements and evaluation of environmental noise impacts due to median widening of the I-5$0 roadway between I-680 and Hopyard Road Interchanges, modeling of existing noise levels, projection of future noise levels, design of noise mitigation measures, recommendations for sound wall designs to comply with Caltrans guidelines. 1-15 Noise I pact Study, California epartrnent of transportation As part of an ongoing, long-term on-call contract with CAL'I'RANS, WIA measured the Ieve1 of exterior noise and the sound isolation characteristics of the building shells of many residences adjoining the I-15 freeway to determine the degree and nature of freeway noise impact. State Dote 13 poise Surveys, Oal~land Noise surveys and noise reduction tests at residences adjoining SR-13 highway. (Caltrans On-Call contract} Central Freeway Reconstruction, San Francisco Noise impact alternatives analysis of options for Central Freeway Reconstruction/Replacement, including noise survey and computer modelling with Caltrans SOUND32 Noise Prediction Model interfaced to a digitizer. An evaluation and analysis of Caltrans EA/FONSI (Environmental Assessment/Finding of No Significant Impact) was later performed for a proposed new alternative. San Fernando galley Bus .Rapid 'Transit Pro,~eet - -- -- con acted a preliminary eligneer~lg design review; including independent a~lalysis ofhus - -- - - -- --- noise and soundwall design for an exclusive transit busway for San Fernando Valley. Work included measurement of CNG bus noise and design recommendations for sound walls, including sound absorptive finish to reduce reflected sound. Acoustical 1 pact Study of Peter's Canyon Freeway, Orange County Conducted long- and short-term, wide area noise surveys at over 121ocations to characterize the pre- construction noise environment. Predicted future noise levels due to proposed four lane highways and interchange embedded into complex topography using FI~WWA's STAMINA Highway Noise Prediction Program. WILSON, IHRIG & ASSOCIATES, INC. IS Vm n~icia~e rj~~~ ~~ t~6e Proposal: Sister Cities Boulevard, S.SF We anticipate the following work schedule barring unforeseen delays due to inclement weather, coordinating access to residences, obtaining necessary drawings and site data, or other issues that maybe outside of our control: Weeks 1 to 4 Coordination with City staff and fieldwork Weeks 5 to 6 Data analysis and model calibration Weeks 7 to 9 Computer modeling and sound wall analyses Week 8 to 10 Preparation and submission of draft report Week 12 Preparation of presentation and City council meeting Week 14 Report revisions and submission of final report ill. Estimated ~-urs grad ate ~+v ul~ The following is a breakdown of the estimated hours for each major component of the work based on anticipated staff commitment and current hourly fees: Esti~nate~. Task ours Iiutial Meeting and Site Review 10 Acoustical Measurements and Coordination 28 Computer Modeling, Sound Wall Analyses 65 Preliminary Report 45 City Council Meeting Presentation Preparation l2 Final Report 25 Project Administration 10 T®tal ears 195 WILSON, IHRIG & ASSOCIATES, INC. 16 IA ate ~ehedule Proposal: Sister Cities Boulevard, S.SF Fees for acoustical consulting services provided by Wilson, Ihrig c~ Associates, ~I1C, are based on the following hourly rates: Principal $225/hour Associate Principal $185/hour Senior Consultant $160/hour Associate $130/hour Assistant $110/hour Senior Technician $100/hour Technician $90/hour Field Assistant $90/hour CAIN ®perator $60/hour Administrative Assistant $70/hour Measurement Equipment and Ilse of VIA Developed Software The professional fees for WIA staff include the use of WIA owned instrumentation and software. Where special instrumentation must be rented for a project, then the rental charge is considered a direct expense. ---------I~i-reef Epp Expenses directly associated with a project, such as travel costs, including nuleage for travel to all meetings and site reviews, Xerox copying, drawing reproduction, long distance telephone, shipping and equipment rental are charged to the project at cost. WILSON, IHRIG & ASSOCIATES, INC. 17 Proposal: Sister Cities Boulevard, S.SF Vl. ~~erenc~s project: I-~~0 North S~.fe>ty Ilnproverr~er~t, Oal~la~~ Noise study and mitigation design for new sound barriers at 1-880 near 29th Avenue, in Oakland. As part of the Preliminary Environmental Analysis Report, WIA's work included review of background documents, a windshield survey of the affected area, ambient noise measurements throughout the neighborhood, and modeling various future traffic and lane alignment scenarios. The results of our study were presented in a Technical Noise Report that identified noise sensitive receivers and possible mitigations, and addressed noise due to construction activities resulting from this project and mitigation recommendations. WtA Fees: $40,000 Garrett Gritz Vice President RBF Consulting 500 Ignacio Valley Road, Suite 270 Walnut Creek, CA 94596 925/906-1460 Project: Route ~4 Expressdvay, Livermore Environmental noise assessment for roadway improvements, with lead agencies CALTRANS and ACTIA. WIA's work included long-term noise surveys along the route to document existing noise levels, computer noise modeling of the existing roadway and proposed alternatives using Traffic Noise Model (TNM), evaluating traffic noise impacts on existing residences, and assessing the acoustical effectiveness of existing noise barriers. WIA. Fees: $75,000 Tim Lee URS Corporation 55 South Market Street, Suite 1500 San Jose, CA 95113 408/297-9585 Project: ~rizzolara Street Sou>~id Wall Study, Saga I~uls Obispo Study of several alternatives for the construction of the first sound barrier wall in San Luis Obispo County. WIA provided acoustical testing of the noise reduction capabilities of several homes as well as comprehensive exterior noise measurements over a period of several. days. Computer modeling of the various mitigation alternatives was conducted by means of the latest Federal Highway Noise Prediction Model (TI~[M). The project also entailed use of the Caltrans' SO~1ND32 program. WIA Fees: $27,000 Te1Ty S anville (retired) / Tim B ochum Principal Transportation Planner City of San Luis Obispo 919 Palm Street San Luis Obispo, CA 93401 805/781-7200 / 805/781-7203 ~~K S.~ o n ~ ° ~ H O LT1 V ~ I T~ .:: ,~ ~~ E~ ,, ~ , ~~ '~ J _ .~_ ,~~7._ ~ ~~~~ _._ . DATE: January 9, 2008 TO: Honorable Mayor and City Council FROM: MaY-ty Van Duyn, Assistant City Manager SUBJECT: APPROVAL OF A MOTION TO SUBMIT GRANT APPLICATIONS FOR TDA ARTICLE 3 FISCAL YEAR 2008-2009 C El~TI)A'~I'I~N It is taco ended. that the pity council approve a anotion to subinit'TI..~A Article 3 Fiscal Fear 200-2009 grant applications. BACKGROUND/DIS CUS SIO A call for projects for the TDA Article 3 Bicycle and Pedestrian Program for fiscal year 2008-2009 was received on November 9, 2007 from the City/County Association of Governments of San Mateo County (C/CAG). This year's cycle will focus on smaller-sized projects, with funding limited to $100,000 or less per project. Jurisdictions are limited to no more than 3 applications. Staff met with the South San Francisco Bicycle and Pedestrian Advisory Conunittee (BPAC) to identify 3 projects for submittal. The following projects were approved: 1. In- ound Lighted Crosswalks (Intersections of W. Orange Ave/B Street and W. Orange Ave/N. Canal Street) 2. Bicycle Video Detectors (Intersections of Veterans Blvd/Oyster Point Blvd, Baden Ave/Linden Ave, Railroad Ave/Linden Ave, Hillside Blvd/Linden Ave, Westborough Blvd/Gellert Blvd, Grand Ave/Chestnut Ave, E. Grand Ave/Dubuque Ave, Noz-th Canal Street/South Linden Ave, Oyster Point Blvd./Gull Dr.) 3. Bicycle Route Signa~e (Desig7zated streets identified in the South San Francisco General Plan} Applications are due on January 11, 2008. Staff will be meeting at the project sites with C/CAC's BPAC representatives in February 2008. A foz-ma1 presentation will be made to C/CAG on February 28, 2008. / 1 1 1 i AGENCY: City of South San Francisco FUNDS REQUESTED: $ 40,000 (maximum of $100,000 per project) PROJECT DESCRIPTION /OBJECTIVE: In-Ground Lighted Crosswalk Project -This project will install 2 in-ground lighted crosswalks within the City of South San Francisco. The first location is across West Orange Avenue at B Street (marked Location A on the attached Vicinity and Location Map -Attachments 1 and 2). The second location is across West Orange Avenue at North Canal Street (marked Location B on the attached Vicinity and Location Map - Attachments 1 and 2). Both crosswalks will be located on the east side of the intersection due to better sight distance given the geometry of the roadway. West Orange Avenue has long been a source of speeding complaints by the community. The short distances between EI Camino Real and A, B, and C Streets along West Orange Avenue make it diffucult to install typical traffic control devices such as stop signs. The City has made various improvements at the intersections, including installation of red zones to improve sight distance, installation of signage warning drivers of crosswalks and school zones, and improvements to the City's Linear Park crossing across West Orange Avenue. This project will facilitate pedestrians from South San Francisco High School and Los Cerritos School to community centers such as Orange Memorial Park. It will help to alert motorists of pedestrians and slow vehicular speeds. The objective of this project is to provide a safe corridor for our neighborhood children to access our City's schools and parks. Please see Attachment 3 for photographs of the existing conditions along W. Orange Ave at the intersections with B Street and N. Canal Street. Attachment 4 illustrates a sample in-ground lighted crosswalk. Attachments: 1. Vicinty Map 2. Project Location Maps A and B 3. Photographs of Existing Conditions 4. Photograph of In-ground Lighted Crosswalk Sample 5. Notice of Exemption 6. South San Francisco Unified School District (SSFUSD) Support Letter 7. Parks and Recreation Commision Support Letter 8. Bicycle and Pedestrian Advisory Committee Minutes 9. Project Cost Estimate 10. SSF General Plan Bicycle Facilities (Figure 4-3) 11. SSF General Plan Guiding Policy: Orange Park (3.7-G-1) 12. Letter regarding MTC Resolution No. 875 Criteria Page 1 of 6 I. PROJECT SCREENING a. CALTRANS Standards Explain how the project meets CALTRANS Standards. This project will utilize Caltrans standards (MUTCD} for materials and installation. b. CEQA approval? Yes ® No ^ Date of approval 12/21/07 (Attachment 5 -Notice of Exemption) Note: CEQA document must be submitted with the application. II. STATE OF READINESS a. Make sure that the project proposal is complete and contains all required documentation. The more complete the application will result in a higher project score. b. Right-of-Way certification required? Yes ^ No ^ N/A If required, Right-of-way Cert. completed? Yes ^ No [-~ Comments: The proposed project is within the City's jurisdiction and does not require Right- of-Way certification. c. Permits/Agreements approved? Yes ^ No ^ N/A List all permits and/or agreements approved/obtained to date: Page 2 of 6 Comments: The proposed project is within the City's jurisdiction and does not require special permiting or agreements. d. Comment on the status of design of the project, and indicate the percentage of design completed. The location of the crosswalks have been reviewed and approved by the City's Bicycle and Pedestrian Advisory Committee (BPAC). The project does not require further design considerations in order to be installed. The City has worked with several vendors on similar projects and would be ready to move forward with selecting a contractor for installation. Design is considered 100% complete. III. COMMUNITY SUPPORT a. Listed as "priority project" in the C/CAG Comprehensive Bicycle Route Plan or a recommended pedestrian plan. Yes ^ No Plan: Page: b. Local approval by bicycle/pedestrian (BPAC) organization? Yes ® _No ^ Other organized groups with demonstrated knowledge of bicycle and pedestrian needs? (examples: clubs, school committees, citizen coalition, combined citizens/public BPAC, etc) Yes ® No ^ Comment on level of support. Attach approval documentation and show composition of relevant committee. (examples: letters, meeting minutes, etc) This project is supported by the South San Francisco Unified School District (SSFUSD) and the Parks and Recreation Commission. Letters of support are attached from each (See Attachments 6 and 7). Composition of SSFUSD is indicated on the support letter. The Parks and Recreation Commission is comprised of Gary Levene (Chair), Judith Bush (Chair Pro Tem), David Gallagher, Sean Garrone, Pablo Gonzalez, Janine Greenwald, and Prudencia Nelson. The SSF BPAC supports this project application. A copy of the meeting minutes are attached (Attachment 8) indicating their approval. Page 3 of 6 c. Funds requested: Local match to be provided: Local match percentage $ 40, 000 $ 20,000(Attachment 9) - Local match provided Funds requested = 0.500 = 50 IV. MEETS PROGRAM OBJECTIVES a. Does the project eliminate or mitigate the effects from an identified problem? Yes ® No ^ Explain: This project will help reduce speeding on West Orange Avenue by alerting drivers that pedestrians are entering the roadway. In-ground lighted crosswalks have been used in other locations in the City and have proven effective at reducing speeds and providing a safer environment for pedestrians. b. Bicycle and Pedestrian: 1. Does the project provide access to bicycle facilities in high use activity centers? Yes ® No ^ 2. Does the project provide access to pedestrian facilities in high use activity centers? Yes ® No ^ Explain: This project facilitates access to bicycle and pedestrian facilities in high use activity centers such as the City's Linear Park, marked bike routes/lanes/paths, South San Francisco High School, Los Cerritos School, Orange Memorial Park, Orange Memorial Park Recreation Building and Pool. c. Is commute use improved by the project? Yes ® No ^ Explain: This project encourages the use of walking and bicycling (by the high school children specifically); thereby, reducing vehicular congestion and traffic. Page 4 of 6 IV. MEE T S PROGRAM OBJECTIVES a. Does the project eliminate or mitigate the effects from an identified problem? Yes ® No ^ Explain: The video detectors will allow bicyclists to activate traffic signals at intersections and increase the safety for bicyclists and reduce bicycle/vehicle accidents. b. Bicycle and Pedestrian: 1. Does the project provide access to bicycle facilities in high use activity centers? Yes ® No ^ 2. Does the project provide access to pedestrian facilities in high use activity centers? Yes ^ Flo Explain: This project will reduce the waiting time for bicyclists at various traffic signals when no vehicles are present. This will facilitate access to the downtown, Caltrain station, future (2008/09) ferry terminal, and the East of 101 area. The downtown area has the City Hall/Library complex, medical offices, restaurants, and retail stores. The East of 101 area is a significant employment center comprising office, biotech research and development, hotels, warehouse and industrial uses. c. Is commute use improved by the project? Yes ® No ^ Explain: By decreasing the delay at intersections, bicyclists can reduce their commute time. This wauld increase the incentive to commute. d. What is the relationship of the project to more significant bicycle or pedestrian routes? Explain: The intersections of Veterans Boulevard/Oyster Point Boulevard and Gull Dr./Oyster Point Boulevard provide an alternate north-south connection between Brisbane and South San Francisco which avoids the heavy traffic on Bayshore Boulevard. Bicyclists can utilize Tunnel Road in Brisbane to cross under Highway 101. They can then head south on less traveled roads and paths to access the employment centers in the East of 101 area of South San Francisco, such as Genentech. This intersection would also facilitate bicycle access to the new ferry terminal at Oyster Point Marina. The new ferry service will provide service to the east bay. The Gellert Boulevard/Westborough Boulevard and Chestnut Avenue/Grand Avenue video detectors would serve bicyclists traveling the major north-south and east-west routes in the City. Page 4 of 6 ~ I Y 1 I 1 I 1 / I 1 AGENCY: City of South San Francisco FUNDS REQUESTED: $ 40,000 (maximum of $100,000 per project) PROJECT DESCRIPTION /OBJECTIVE: Bicycle Route Signage Project -This project will install 275 bicycle route signs within the City of South San Francisco along 105,500 linear feet of existing bicycle routes as indicated on the Project Location Map as part of the City's General Plan (Figure 4-3 - Bicycle Facilities) (Both maps are attached respectively as Attachments 1 and 2}. The project will supplement previous TDA projects that installed bicycle route signs along the San Mateo County Bikeway System, connecting the two systems together. This project will facilitate cyclists from various residential areas to access City activity centers (parks, schools, libraries, City Hall, recreation centers, San Mateo County Courthouse, fire stations, Police station, BART, Caltrain, religious centers, work areas, and shopping areas) and alert motorists that bicyclists will be more prevalent on the signed roadways. The signs themselves establish a unique identification for local bike routes in the City of South San Francisco. Attachment 3 illustrates the proprosed signage to be utilized for this project. Attachments: 1. Project Location Map 2. Bicycle Facilities (Figure 4-3 - SSF General Plan) 3. Photograph of Proposed Signage 4. Notice of Exemption 5. Traffic Advisory Committee (TAC) Support Letter 6. Genentech Bike Club Support Letter 7. Bicycle and Pedestrian Advisory Committee Minutes 8. Project Cost Estimate 9. San Mateo County Bikeway System (Figure 3 -San Mateo County Comprehensive Bicycle Route Plan} 10. Letter regarding MTC Resolution No. 875 Criteria Page 1 of 6 e. The project is consistent with or included in the following: (Attach copy of documentation for ifem Nos. ,, 2, 3, & 4 as appropriafe) ~ . County or City facilities plan: Yes ® No ^ 2. Circulation element of general plan: Yes ® No ^ 3. C/CAG Comprehensive Bicycle Route Plan: Yes ^ No 4. Pedestrian Plan equal to "e.3" above: Yes ^ No Plan: Page: Please NOTE: Currently, this project is not included in the C/CAG Comprehensive Bicycle Plan. However, the City has asked C/CAG to include local routes in the C/CAG Plan and is awaiting the outcome. f. Comment on the level of local support: The community in general have supported the installation of previous bike signage because it encourages less motor vehicles on their streets and more bicycles. V. SAFETY How is safety improved because of the project? Explain: Safety is improved by this project because it helps to educate bicyclists on the local bicycle route system within the City of South San Francisco, which have been chosen by the Bicycle and Pedestrian Advisory Committee (BPAC) based on characteristics of the roadways that provide the safest routes, such as width, pavement condition, terrain, and vertical obstacles. VI. OTHER ITEM (These Items are for informafion ONLY and will not be "scored" but maybe used as a tiebreaker) a. Can the project be partially funded? Yes ® No ^ - If "Yes", how much? Explain: If the project is partially funded, the City will decrease the project area to meet the available funding. Page 5 of 6 b. Can the project be divided into phases? Yes ® No ^ - If "Yes", describe the different phases and cost associated with each phase. The project could be split into two phases consisting of the western portion of the City and the eastern portion of the City as divided by US- Highway 101. VII. PROJECT CONTACT INFORMATION Primary Contact Person: Dennis Chuck Telephone Number: 650-829-6663 Email address: dennis.chuck@ssf..net Secondary Contact Person: Tracy Scramaglia Telephone Number: 650-829-6651 Email address: tracy.scramaglia@ssf.net Page 6 of 6 DATE: January 9, 2008 TO: Honorable Mayor and City Council FROM: Marty Van Duyn, Assistant City Manager SUBJECT: MOTION TO ADOPT A RESOLUTION CONSENTING TO THE APPROVAL BY THE CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY OF A LEASE WITH RESPECT TO 1 CHESTNUT AVENUE BY AND BETWEEN THE AGENCY AND RON PRICE MOTORS, INC. C MEl~ AT~l~ Staff recommends that the City Council adopt the Resolution consenting to the approval by the City of South San Francisco Redevelopment Agency of a lease with respect to 1 Chestnut Avenue by and between the Agency and Ron Price Motors, Inc., following a joint hearing of the City Council and the Redevelopment Agency as required by California Health and Safety Code Section 33433. BACI~~ROUNI~/DISCUSSIOl`~ In December 2007, the Redevelopment Agency entered. into a Purchase and Sale Agreement with Ron and Florine Price for the purchase of 1 Chestnut Avenue (Property). In order to give the Price's time to wind down or sell the automobile dealership business that currently exists on the Property, the Agency will concurrently enter into a Lease Agreement with Ron Price Motors, Inc. at the tinge of recordation of the Agency's purchase of 1 Chestnut Avenue. The Lease Agreement is a short-teen three (3) year agreement that will permit the Agency to determine the best ultimate use for the Property. In December 2007, the City issued a request for proposals for a land use and. specific plan for 50 acres of property located between Chestnut Ave. and the South San Francisco BART station. The Property is included in this study area. The terms of the Lease Agreement and valuation of the Property are included in the attached 33433 Summary Report, which was prepared in accordance with Colmmunity Redevelopment Law. C~NCLSI®N The proposed lease is consistent with all the relevant planning related documents including the South San Francisco General Plan and the Redevelopment Plan. The City Council previously determined,111 its adoption of the ordinance approving the Redevelopment Plan, that the property is a portion of a blighted area, and underutilized. Staff Report To: Honorable Mayor and. City Council Subject: 1. Chestnut Lease Date: January 9, 2008 Page 2 Approval of the lease would assist in the alleviation or removal of blighted conditions and would further the goals of the Implementation Plan by conveying the property for the project pursuant to the terms of the lease. Marty fan Duyn Assistant City Manager Approve ~ ~ arry M. Nagel City Manager Attaclunents: City Council Resolution Lease Agreement 33433 Summary Report 1043421.1 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO CONSENTING TO THE APPROVAL BY THE CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY OF A LEASE WITH RESPECT TO 1 CHESTNUT STREET BY AND BETWEEN THE AGENCY AND RO PRICE MOTORS WHEREAS, the City of South San Francisco Redevelopment Agency (the "Agency") is a redevelopment agency formed, existing and exercising its powers pursuant to the provisions of the California Community Redevelopment Law, Health and Safety Code Section 33000 et. seq. (the "Community edevelopment Law"); and WHEREAS, the Agency is charged with implementing the Redevelopment Plan (the " edevelopment Plan") as adopted for the EI Camino Corridor Redevelopment Area (the "Project rea") within the City of South San Francisco (the "City"); and WHEREAS, the Agency has adopted an implementation plan setting forth programs and activities to improve or alleviate blighting conditions within the Project Area (the "Implementation Plan"); and WHEREAS, the Agency is authorized to convey land under Sections 33431 and 33433 of the Health and Safety Code upon the consent of the City Council an in furtherance of the implementation of the Redevelopment Plan; and WHEREAS, the Agency owns that certain real property located at 1 Chestnut Street, known as San Mateo County Assessor's Parcel Number 011-322-030 and which consists of approximately 73,355 square feet of land, located within the Project Area (the "Property"); and WHEREAS, the Agency desires to enter into that certain Lease (the "Lease") between the Agency and Ron Price Motors (the "Lessee")with respect to the Property setting forth the terms and conditions under which the Agency shall lease the Property to the Lessee and Lessee shall develop the Property (the "Project") pursuant to the Lease; and WHEREAS, the Lease furthers the goals of the Agency set forth in the Implementation Plan as it will as it will avoid blighting conditions by ensuring that the Property is not vacant, is maintained to a high standard, and the business thereon is providing a service to the community; and WHEREAS, under the Lease, the Lessee shall ground lease the Property from the Agency far a term not to exceed three (3) years as more particularly described in the summary report made in accordance with Section 33433 of the California Health and Safety Code (the "Report"); and WHEREAS, pursuant to Section 33433 of the Community Redevelopment Law the Agency is authorized, with the approval of the City Council after a duly noticed public hearing, to convey the Property pursuant to the Redevelopment Plan upon a determination by the City Council that the conveyance of the Property will assist in the elimination of blight, that the consideration for the Property is not less than the fair market value or fair reuse value of the Property in accordance with the covenants and conditions governing the ground lease of the Property and improvement costs required thereof, and that the ground lease of the Property under the terms and conditions set forth in the Lease is consistent with the Implementation Plan; and WHEREAS, a joint public hearing of the Agency and City Council on the proposed Lease, held on January 9, 2008, was duly noticed in accordance with the requirements of Health and Safety Code Sections 33431 and 33433; and WHEREAS, the proposed Lease and the Report were available for public inspection prior to the joint public hearing consistent with the requirements of Health and Safety Code Section 33433; and WHEREAS, at the joint public hearing on the proposed Lease the City Council and Agency reviewed and evaluated all of the information, testimony, and evidence presented, including the summary report required pursuant to Health and Safety Code Section 33433, pertaining to the findings required pursuant to Health and Safety Code Section 33433; and ,the City Council has previously determined, in its adoption of the ordinance approving the Redevelopment Plan, that the Property is a portion of a blighted area, and is underutilized, as further set forth in the Implementation Plan; and WHEREAS, the Lease would assist in the alleviation or removal of blighting conditions and would further the goals of the Implementation Plan by conveying the Property for development of the Project pursuant to the terms of the Lease; and WHEREAS, the City Council has duly considered all of the terms and conditions of the proposed Lease and believes that the redevelopment of the Property pursuant to the Lease is in the best interests of the City and the health, safety, and welfare of its residents, and is in accord with the public purposes and provisions of applicable state and local laws and requirements; and WHEREAS, all actions required by all applicable law with respect to the proposed Lease have been taken in an appropriate and timely manner; NOW, THEREFORE, THE CITY COUNCIL CF SOUTH SAN FRANCISCO DOES RESOLVE AS FOLLOWS: Section 1. The City Council finds and determines that, based upon substantial evidence provided in the record before it, the consideration for the Agency's disposition of the Property pursuant to the terms and conditions of the Lease is (i) not less than the fair market value at the highest and best use in accordance with the Redevelopment Plan, and (ii) not less than the fair reuse value taking into account the use and with the covenants and conditions and development costs authorized by the Lease. Section 2. The City Council hereby finds and determines that the disposition of the Property by the Agency pursuant to the Lease will eliminate blight within the Project Area. Section 3. The City Council hereby finds and determines that the Lease is consistent with the provisions and goals of the Implementation Plan. 2 Agency. Section 4. The City Gouncil consents to the approval and execution of the Lease by the Section 5. The Executive Director of the Agency (or his designee) is hereby authorized to make revisions to the Lease 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 Lease and to administer the Agency's obligations, responsibilities and duties to be performed under the Lease and related documents. PASSED AND ADOPTED at the regular meeting of the City Council of the City of South San Francisco, duly held on the 9th day of January, 2008, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: T I COUNCIL MEMBERS: WITNESS my hand and seal of said Agency this -day of January, 2008. City Clerk 1042841.1 3 R y an green the REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO and RON PRICE MOTORS, INC (1 Chestnut Avenue January , 2008 1041362.2 TABLE O CONT NT RECITALS ................................................................................................................................................................... l ARTICLE I DEFINITIONS; DEMISE OF PROPERTY ........................................................................................... s 1.1 DEFINITIONS .......................................................................................................................................1 1.2 INCORPORATION OF RECITALS . .......................................................................................................... .2 1.3 CREATION OF LEASE . .........................................................................................................................2 ARTICLE II TERM OF LEASE; RENT; SECURITY DEPOSIT ............................................................................~ 2.1 TERM; TERM OF AGENCY .....................................................................................................................3 2.2 RENT ................................................................................................................................................3 2.3 ADDITIONAL RENT ............................................................................................................................... 3 2.4. [RESERVED] ........................................................................................................................................ 3 2.5 TRIPLE NET LEASE .............................................................................................................................. 3 2.6 SECURITY DEPOSIT ............................................................................................................................. 3 2. 6.1. Use of Security Deposit ............................................................................................................ 4 ARTICLE III TAXES, ASSESSMENTS AND OTHER CHARGES .......................................................................4 3.1 IMPOSITIONS . .................................................................................................................................... 4 3.1.1 Installments .............................................................................................................................. 4 3.1.2 Evidence of Payment ............................................................................................................... 4 3.2 TENANT RIGHT TO CONTEST ................................................................................................................ 4 3.3 TENANT DUTY TO FILE ......................................................................................................................... 5 ARTICLE IV RESERVED .......................................................................................................................................... s ARTICLE V ALTERATIONS AND NEW CONSTRUCTION ................................................................................. s 5.1 CHANGES AND ALTERATIONS ..............................................................................:................................. 5 5.2 NO RIGHT TO DEMOLISH ..................................................................................................................... 6 5.3 COMPLIANCE WITH LAWS ..................................................................................................................... 6 5.4 RIGHTS OF ACCESS ............................................................................................................................. 6 5.5 INDEMNITY .......................................................................................................................................... 6 5.6 MECHANIC'S LIENS ........................................................ ............................ ........................................ 7 ARTICLE VI MANAGEMENT, USE AND OPERATION OF THE PROPERTY .................................................7 6.1 PERMITTED USES ..............................................................................................................................7 6.2 NONDISCRIMINATION ............................................................................................................................ 7 6.3 EASEMENTS; RESERVATION OF R{GHTS ................................................................................................. 7 6.4 MAINTENANCE AND INSPECTION OF THE PREMISES ................................................................................. 7 6. 4.1 Maintenance ............................................................................................................................. 7 6. 4.2 lnspection ....................................................................................................... .......................... 8 6.5 AGENCY'S RIGHT TO PERFORM TENANT OBLIGATIONS ........................................................................... 8 6.6 AGENCY NOT OBLIGATED TO PERFORM REPAIRS ................................................................................... $ 6.7 COMPLIANCE WITH LAWS ..................................................................................................................... 8 6.8 TENANT RIGHT TO GONTEST ................................................................................................................ 8 6.9 FINANCIAL REPORTS ............................................................................................................................ 9 1041362.2 ARTICLE VII CONDITIO O THE P MIS; ENVIRONMENTAL MATTERS ............................................g 7.1 CONDITION OF THE PREMISES ..............................................................................................................9 7.1.1 AS-IS Condition ........................................................................................................................9 7.1.2 No Representations ..................................................................................................................9 7.2 TENANT'S COVENANTS ........................................................................................................................9 7.3 RELEASE OF CLAIMS . .......................................................................................................................11 7.4 ENVIRONMENTAL INDEMNITY ..............................................................................................................11 7.5 DEFINITIONS .....................................................................................................................................11 7.5.1 Hazardous Materials ..............................................................................................................11 7.5.2 Hazardous Materials Laws .....................................................................................................12 ICL VII[ [RESERVE ] ....................................................................................................................................Iz ATIL IX IN NITY A INSRA C .......................................................................................................Iz 9.1 INDEMNITY . ...........................................................................................:...... ....12 9.2 INSURANCE REQUIREMENTS ...............................................................................................................13 RTICL X AMAG ANC TRUCTION .......................................................................................................13 10.1 DAMAGE OR DESTRUCTION . .....:.................... ..............................................................:.....................13 10.2 NOTICE REQUIRED ............................................................................................................................14 10.3 AGENCY'S RIGHT TO TERMINATE ........................................................................................................14 ARTICLE XI AGENCY'S RIGHT TO PERFORM TENANT'S COVENANTS .................:.................................14 ARTICLE XII MORTGAGES ...................................................................................................................................14 12.1 NoN-SUBORDINATION OF FEE ............................................................................................................14 ARTICLE XIII ASSIGNMENT, TRANSFER, SUBLETTING; NONDISTURBANCE AND ATTORNMENT..Is 13.1 RESTRICTIONS ON TRANSFER, ASSIGNMENT AND ENCUMBRANCE . .......................................................15 13.2 NO INVOLUNTARY TRANSFERS . .........................................................................................................15 13.3 ASSUMPTION AGREEMENT AND RELEASE ............................................................................................15 13.4 SALE BY AGENCY ..............................................................................................................................15 13.5 NONDISTURBANCE. ..............................'.............................................................................................15 ARTICLE XIV DEFAULT, REMECIES ANC TERMINATION .............................................................................16 14.1 EVENT OF DEFAULT . . 16 .. ..................................................................................................................... 14.2 NOTICE AND OPPORTUNITY TO CURE ......... . 17 .... .................................................................................... 14 2 1 Notice of Default . . ..................................................................................................................... 17 14.2.2 Failure to Give Notice; No Waiver .......................................................................................... 17 14.3 REMEDIES UPON DEFAULT ................................................................................................................. 17 14,3.1 Agency's Remedies .............................................................................................................. 17 14.3.2 Remedies Upon Abandonment .............................................................................................. 17 14.3.3 Agency Right to Continue Lease ............................................................................................ 18 14.3.4 Right to Injunction; Specific Performance ............................................................................... 18 14.3.5 Right to Receiver .................................................................................................................... 18 14.4 REMEDIES CUMULATIVE ..................................................................................................................... 18 14.5 NO ELECTION OF REMEDIES ............................................................................................................... 18 14.6 SURVIVAL OF OBLIGATIONS . .............................................................................................................. 18 1041362.2 ARTICLE XV GENERAL PROVISIONS ................................................................................................................Ig 15.1 FORCE MAJEURE; EXTENSION OF TIMES OF PERFORMANCE .................................................................19 15.2 RESERVED ....................................................................................................................................... .19 15.3 AGENCY'S RIGHT TO ENTER THE PREMISES ........................................................................................ .19 15.4 REPRESENTATIONS OFAGENCY AND TENANT ..................................................................................... .19 15.5 MISC ELLANEOUS ...............................................................................................................................20 15.5.1 Severability .............................................................................................................................20 15.5.2 Notices ...................................................................................................................................20 15.5.3 Captions; Construction ...........................................................................................................21 15.5.4 Successors and Assigns ........................................................................................................21 15.5.5 Short Form of Lease ............................................................................................................. 22 15.5.6 Governing Law ............................................:.......................................................................... 22 15.5.7 Attorney's Fees ...................................................................................................................... 22 15.5.8 Indemnity Includes Defense Costs . ........................................................................................ 22 15.5.9 No Third-Party Beneficiaries; Disclaimer of Partnership, Lender/Borrower Relationship...... 22 15.5.10 Entire Agreement ............................................................................................................... 22 15.5.11 Waiver; Modification ........................................................................................................... 22 15.5.12 Time is of the Essence ..................:.........................................:........................................:. 22 15.5.13 Counterparts ...................................................................................................................... 23 15.5.14 Action by the Parties .......................................................................................................... 23 15.5.15 Non-Liability of Officials, Employees and Agents . ............................................................ 23 Exhibit A Property (legal description) Exhibit B Form of Memorandum of Lease 1041362.2 This LEASE AGREEMENT (this "Lease" or this "Agreement"), dated as of January , 2008 (the "Effective Date"), is entered into by and between the Redevelopment Agency of the Gity of South San Francisco, a public body, corporate and politic (hereafter the "Agency" or the "Landlord") and Ron Price Motors, Inc., a Galifornia corporation (the `Tenant"). Landlord and Tenant are hereafter each referred to as a "Party" and collectively referred to as the "Parties." RECITALS A. The Agency is a Redevelopment Agency formed, existing and exercising its powers pursuant to the provisions of the California Community Redevelopment Law, Health and Safety Cade Section 33000 et seq. (the "Community Redevelopment Law"). Ordinance No. 1132-93 in June, 1993, (as thereafter amended and as may be amended from time to time, the "Redevelopment Plan"), and establishing the EI Camino Corridor Redevelopment Project Area (the "Project Area"). B. The Agency has heretofore adopted an Implementation Plan for the redevelopment of the Project Area (the "Ipfementatlan Ian"). C. The Agency is the owner of fee title, or has the contractual right to purchase, real property located at 1 Chestnut Avenue, City of South San Francisco (the "Property"), as more particularly described in Exhibit A attached hereto and incorporated herein by this reference. The Property is located in the Project Area and is governed by the Redevelopment Plan. D. The Property is improved with aone-story building, paving and landscaping (the "Premises"). E. The Tenant currently occupies the Premises and operates therein a business selling automobiles (the "Business"). F. The Tenant desires to lease the Premises from the Agency and continue operating the Business therein and the Agency desires to lease the Premises to the Tenant. G. The Agency has determined that this Agreement is consistent with the Redevelopment Plan and the Implementation Plan for the Project Area, will be of benefit to the Project Area, and will be consistent with and further the goals of the Community Redevelopment Law and the Redevelopment Plan by assisting in the elimination of blight, increasing employment opportunities in the Project Area, and providing entertainment and recreational services to residents of the City and the Project Area. NOW, THEREFORE, far good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Agency and the Tenant hereby agree as of the Effective Date as follows. ARTICLE I DEFlNlTIONS; DEMISE OF PROPERTY 1.1 Definitions, For purposes of this Agreement, the following terms shall have the meanings set forth in this Section. Additional definitions are set forth in the Recitals and the text of this Agreement. (a) "Applicable Laws" is defined in Section 5.3. 1041362.1 (b) "business" is defined in Recital E. (c) "Claims" is defined in Section 3.2. (d) "Commencement Date" is defined in Section 2.1. (e) "Default Rate" is defined in Article XI. (f) "Expiration Date" is defined in Section 2.1. (g) "Farce Majeure" is defined in Section 15.1. (h) "Hazardous Materials" is defined in Section 7.5.1. (i) "Hazardous Materials Claims" is defined in Section 7.2(c). (j) "Hazardous Materials Laws" is defined in Section 7.5.2. (k) "Impositions" is defined in Section 3.1. (I) "Improvements" is defined in Section 5.1. (m) "Indemnitees" is defined in Section 3.2. (n) "Late Payment Penalty" is defined in Section 2.2. (o) "Lease Termination" is defined in Section 2.1. (p) "Premises" is defined in Recital E. (q) "Property" is defined in Recital C. (r) "Remedial Work" is defined in Section 7.2(e). (s) "Rent" is defined in Section 2,2. (t) "Security Deposit" is defined in Section 2.6. (u) `Term" is defined in Section 2.1. 1.2 Incorporation of Recitals. The Parties acknowledge the truth of the Recitals set forth above, and all such Recitals are hereby incorporated into this Agreement. 1.3 Creation of Lease. Agency hereby leases to Tenant, and Tenant hereby leases from Agency, the Premises for the Term subject to the terms and conditions and for the purposes set forth in this Agreement. 1041362.2 2 ARTICLE II TERM O LEASE; E T; SECURITY DEPOSIT 2.1 Term; Term of Ac~ency. The term of this Agreement (the "Term") shall commence on January , 2008 (the "Commencement Date"), and unless terminated earlier pursuant to the provisions hereof, shall expire on the third (3~d) annual anniversary of the Commencement Date (the "Expiration Date"). The expiration of the Term or the sooner termination of this Agreement by ninety (90) days written notice by Tenant to Agency or Tenant's default under this Agreement shall be referred to as "Lease Termination." The Parties agree to execute and record a Memorandum of this Lease in the Official Records of San Mateo County in accordance with Section 15.5.5 of this Agreement. 2.2 Rent. Commencing on the first day of the month after the Commencement Date, the Tenant shall pay to the Agency rent for the Premises ("Rent") during the Term as follows: (i) months one (1) through three (3) $5,000 per month; (ii) months four (4) and five (5) $15,000 per month; (iii) months six (6) through (12) $25,000 per month; months thirteen (13) through twenty-four (24) $30,000 per month; and (iv) months twenty-five (25) through thirty-six (36) $35,000. On the Commencement Date, the Tenant shall pay to the Agency pro rata rent for the Premises for the first month (January 2008) of this Lease. Rent shall be due and payable on the first day of each month to the Agency at the address shown in Section 15.5.2 or such other place as the Agency may designate in writing. In the event the Tenant fails to pay Rent by the close of business on the fourth day of each month ar the Tenant's check is returned by the financial institution on which it is drawn for insufficient funds, the Tenant shall pay the Agency (i) Two Hundred Fifty Dollars ($250) as a late fee (the "Late Payment Penalty") and (ii) seven percent (7%) interest accrued daily on such late Rent due to the Agency, which shall be included with the payment of Rent. 2.3 Additional Rent. As additional Rent, the Tenant shall pay and discharge when due, all Impositions described in Article III, all insurance premiums, utility costs, and all other liabilities and obligations which the Tenant assumes or agrees to pay or undertake pursuant to this Agreement. 2.4. [Reserved] 2.5 Triple Net Lease. This is a triple net lease to the Agency. It is the intent of the Parties that the Rent shall be an absolutely net return to the Agency and that the Tenant shall pay all costs and expenses relating to the Premises of any kind or nature whatsoever. Such costs and expenses shall include, without limitation, all amounts attributable to, paid or incurred in connection with the ownership, operation, repair, restoration, maintenance and management of the Premises; real property taxes; rent taxes; gross receipt taxes (whether assessed against the Agency or assessed against the Tenant and collected by the Agency, or both); water and sewer charges; insurance premiums (including earthquake); utilities; refuse disposal; lighting (including outside lighting); fire detection systems including monitoring, maintenance and repair; security; janitorial services; labor; air-conditioning and heating; maintenance and repair costs and service contracts; costs of licenses, permits and inspections; and-all other costs and expenses paid or incurred with respect to the Premises. 2.6 Security Deposit. Upon execution of this Agreement, the Tenant shall pay to the Agency a security deposit in the amount of Five Thousand Dollars (the "Security Deposit"). Provided that Tenant is not in 1041362.2 3 default under this Agreement, the Agency shall return the Security Deposit to the Tenant upon termination of this Agreement. The Agency shall have no obligation to pay or earn interest on the Security Deposit, but if interest is paid thereon, such interest shall become part of the Security Deposit. 2.6.1. Use of Securi~ Deposit. If the Tenant is in default with respect to any provision of this Agreement, the Agency may, but shall have no obligation to, use the Security Deposit or any portion of the Security Deposit to cure such default or to compensate the Agency for any damage or reasonable expense sustained by the Agency and resulting from such default, but only after providing the Tenant with an opportunity to cure such default pursuant to the provisions of Section 14.2. The Agency shall provide the Tenant with evidence of damages incurred as a result of a default by the Tenant. if this Agreement has not been terminated as a result of such default, the Tenant, on demand from the Agency, shall promptly restore the Security Deposit to the full amount required by Section 2.6. ARTICLE III TAXES, ASSESSMENTS AND C3THR CHARGES 3.1 Impositions. Throughout the Term, the Tenant shall pay prior to delinquency, all real property taxes, possessory interest taxes, license and permit fees, sales, use or occupancy taxes, assessments whether general or special, ordinary or extraordinary, unforeseen, as well as foreseen, of any kind or nature whatsoever, pertaining to the Premises or part thereof, including, but not limited to (i) any assessment, levy, imposition or charge in lieu of or in substitution for real estate taxes, and (ii) any assessment for public improvements or benefits which is assessed, levied, or imposed upon or which becomes due and payable and a lien upon (a) the Premises or any part thereof or any personal property, equipment or other facility used in the operation thereof, (b} the rent or income received by the Tenant from subtenants or licensees, (c) any use or occupancy of the Premises or part thereof, or (d) this transaction or any document to which the Tenant is a party creating or transferring an estate or interest in the Premises or part thereof. All of the foregoing are hereinafter referred to as "Impositions." 3.1.1 Installments. If by law any Imposition is payable, or may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), the Tenant may pay the same together with any accrued interest on the unpaid balance of such imposition in installments as the same respectively become due and before any fine or penalty may be added thereto for the nonpayment of any such installment and interest. Any Impositions relating to tax years that are only partially included in the Term of this Agreement shall be prorated between the Tenant and the Agency. 3.1.2 Evidence of Payment. Upon request by the Agency, the Tenant shall furnish, in form satisfactory to the Agency, evidence of payment prior to delinquency of all Impositions payable by the Tenant. 3.2 Tenant Right to Contest. The Tenant shall have the right before any delinquency occurs to contest or object to the amount or validity of any Imposition by appropriate legal proceedings, but such right shall not be deemed or construed in any way as relieving, modifying or extending the Tenant's covenant to pay any such Imposition at the time and in the manner required by law. Any such contest shall be conducted in accordance with and subject to the requirements of all Applicable Laws and otherwise in a manner that does not subject the Agency's title to the Property to foreclosure or forfeiture. The Tenant shall indemnify, defend, and hold the Agency and its elected and appointed officers, officials, employees, agents and representatives (all of the foregoing, collectively the "Indemnitees") harmless from and against all liabilities, 1041362.2 4 losses, damages, fines, deficiencies, penalties, claims, demands, suits, actions, causes of action, legal or administrative proceedings, judgments, costs and expenses (including without limitation reasonable attorneys' fees and court casts) (all of the foregoing, collectively "Claims") arising as a result of or in connection with any such contest brought by the Tenant. During any contest of an Imposition, the Tenant shall (by payment of disputed sums, if necessary) prevent any advertisement of tax sale, foreclosure of, or any divesting of the Agency's title, reversion or other interest in the Property or the Premises. Upon final determination of the amount or validity of any Imposition contested pursuant to this Section 3.2, the Tenant shall immediately pay such Imposition and a!I costs and expenses relating to such challenge. 3.3 Tenant Duty to File. The Tenant shall have the duty of making or filing any declaration, statement or report which may be necessary or advisable in connection with the determination, equalization, reduction or payment of any Imposition which is or which may become payable by the Tenant under the provisions of this Article III, and shall notify the Agency in writing upon making such filing, declaration, statement or report, and the Agency shall not be responsible for the contents of any such declaration, statement or report; provided however, the Agency shall cooperate with the Tenant in connection with the foregoing, including joinder in any application pertaining thereto to the extent required under Applicable Law, all at no cost to the Agency. ARTICLE IV [RESERVED] ARTICLE V ALTERATIONS AND NEW CONSTRUCTION 5.1 Changes and Alterations. During the Term of this Agreement, the Tenant shall not make any change, alteration or addition to the Premises (collectively, the "Impravemen#s") that would materially alter the function or exterior appearance of the Premises without the prior written consent of the Agency. All alterations and additions shall be made at the Tenant's sole cost and expense and shall comply with all of the following: (a) The Improvements shall not materially impair the value or structural integrity of the Premises. (b) The Improvements shall be necessary for the operation of the Business. (c) No Improvements shall be undertaken until the Tenant shall have obtained all required permits and authorizations of any federal, state or local government or departments or subdivisions of any of them, having jurisdiction. (d) The Improvements shall be made in a good and workmanlike manner and in accordance with all applicable permits and all Applicable Laws. (e) During the construction of any Improvements in, to or of, the Premises, or the permitted demolition or new construction or any restoration, the Tenant shat! comply with the insurance requirements set forth in Section 9.2, which policy or policies by endorsement thereto, if not then covered, shall also i 041362.2 5 insure any change, alteration or addition or new construction, iri~cluding all materials and equipment incorporated in, on or about the Premises. (f) Prior to commencement of any construction, change, alteration or repair, the Tenant shall deliver to the Agency not later than ten (10) business days written notice of the proposed work, a general description of the proposed work and sufficient information to permit the Agency to post a notice of nonresponsibility on the Property and/or Premises. 5.2 No Right to Demolish. Notwithstanding any other provisions of this Article V, the Tenant shall have no right to demolish the Improvements, once built, unless the Tenant shall have received the prior written approval of the Agency. 5.3 Compliance with Laws. The Tenant shall carry out the construction of the Improvements in conformity with all applicable state and federal laws and regulations, including without limitation, all applicable state and federal labor laws and standards, and all applicable disabled and handicapped access requirements, including without limitation, the Americans with Disabilities Act, 42 U.S.C. Section 12101, of seq., California Government Code Section 4450, of seq., California Government Code Section 11135, et seq., and the Unruh Civil Rights Act, California Civil Code Section 51, et seq. The Tenant shall comply with all City ordinances and regulations relating to the conduct of construction, including without limitation, all City ordinances and regulations relating to noise, construction hours, and maintenance of the construction site. All of the foregoing state, federal and local laws, regulations and ordinances are hereafter referred to as the "Applicable Laws." 5.4 .Rights of Access. The Agency shall have the right of access to the Premises during normal construction hours for purposes of assuring compliance with this Agreement, so long as the Agency complies with all safety rules and does not unreasonably interfere with the progress of construction of the Improvements. The Agency shall give the Tenant reasonable advance notice prior to exercising its rights pursuant to this Section 5.4 except in the event of emergency in which case notice shall not be required. 5.5 Indemnity. In lieu of and not withstanding any statute, regulation or rule that may otherwise affect the terms of triis Agreement, the Parties agree that all fosses or liabilities incurred by a party shall not be shared pro rata, but instead the Tenant and the Agency agree to the following: The Tenant shall defend {with counsel reasonably acceptable to the Agency), indemnify and hold harmless the Indemnitees from and against any and all present and future Claims arising during the term of this Agreement from or in connection with the Tenant's failure to comply with all Applicable Laws relating to the operation or maintenance of the Premises or the Improvements, or the Tenant's activities or performance under this Agreement, whether such activity or performance is by the Tenant or by anyone directly or indirectly employed by or contracted with by the Tenant and whether such Claim shall be discovered before or after Lease Termination. The Tenant's indemnity obligations under this Section 5.5 shall not extend to Claims to the extent they arise as a result of the Indemnitees' gross negligence or willful misconduct. At its sole discretion, the Agency may participate at its own expense in the defense of any claim, action or proceeding, but such participation shall not relieve the Tenant of any obligation imposed by this Agreement. The Agency shall notify the Tenant promptly of any claim, action or proceeding and cooperate fully in its defense. 1041362.2 6 The Tenant agrees to defend, indemnify and hold harmless the Indemnitees from any claim, action or proceeding against the Indemnitees, arising solely out of the acts or omissions of the Agency in the performance of this Agreement. At its sole discretion, the Agency may participate at its own expense in the defense of any claim, action or proceeding, but such participation shall not relieve the Agency of any obligation imposed by this Agreement. The Agency shall notify the Tenant promptly of any claim, action or proceeding and cooperate fully in the defense. 5.6 Mechanic's Liens. Subject to the right to contest the same prior to payment, the Parties agree and shall keep the Premises and the Property free and clear of all mechanics' liens and other liens on account of work done by or for a Party. Each Party shall indemnify, defend (with counsel reasonably acceptable to the other Party) and hold such Party's Indemnitees harmless from and against all liability, loss, damages, costs and expenses (including reasonable attorney's fees) incurred by or brought against a Party for claims of lien of laborers or materialmen or others for work performed or materials or supplies furnished to a Party or persons claiming under it. In the event any lien is recorded, the appropriate Party shall, within twenty (20) days following such recordation, cause such lien to be removed of record by bonding or otherwise. ARTICLE VI MANAGEMENT, USE AND OPERATION OF THE PROPERTY 6.1 Permitted Uses. The Tenant may use the Premises for the operation of the Business as described herein and for no other purposes without the prior written consent of the Agency. The Tenant shall not use or permit the Premises to be used in whole or in part during the Term for any purpose other than as permitted pursuant to this Agreement or by the Agency's written consent. 6.2 Nondiscrimination. The Tenant herein covenants by and far the himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: that there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the Premises nor shall the Tenant himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation. 6.3 Easements; Reservation of Rights. The Agency reserves the right to locate and construct its own utilities and to grant nonexclusive easements across the Property for utility and other purposes including the installation, maintenance, repair and replacement of utilities; provided that the exercise of such rights do not unreasonably interfere with the Tenant's use of the Premises for the purposes set forth herein. 6.4 Maintenance and Inspection of the Premises. 6.4.1 Maintenance. At the Tenant's sole cost and expense throughout the Term, the Tenant shall operate, maintain and manage the Premises including all landscaping and improvements thereon in good order and repair and in neat, clean sanitary and safe condition in compliance with all local, state and federal laws, statutes and regulations relating to the use, occupancy or operation of the Premises. The 1041362.2 7 Tenant shall ensure that the Premises is served by adequate lighting` in accordance with applicable building codes. The Tenant shall promptly, at the Tenant's own cost and expense, make all necessary repairs, including replacements or renewals when necessary, and all such repairs shall be at least equal in quality to the original work, reasonable wear and tear accepted. The Tenant shall keep and maintain all portions of the Premises in a clean and orderly condition, free of accumulation of dirt, rubbish, and graffiti. The Tenant's failure to maintain the Premises in accordance with this Agreement shall, in the Agency's discretion, be grounds for termination of this Agreement pursuant to Article XIV. 6.4.2 Inspection. At any time during the Term, upon reasonable advance notice and during normal business hours, the Agency may conduct interior and/or exterior inspections of the Premises to confirm that it is being properly maintained as required herein. Following its inspection, the Agency may deliver to the Teriant written notification of any portions of the Premises which the Agency has determined are not being properly maintained, and the Tenant shall promptly prepare and deliver to the Agency the Tenant's proposed plan for remedying the indicated deficiencies. The Tenant's failure to deliver a remedial plan and to complete remedial work within a reasonable time as determined by the Agency in its reasonable discretion shall be a default under this Agreement. The failure of the Agency to inspect or to notify the Tenant of any deficiency shall not be a waiver of default or of the Agency's right to enforce the Tenant's maintenance and repair obligations. The Tenant shall defend (with counsel reasonably acceptable to the Agency), indemnify and hold the Indemnitees harmless from and against any and all Claims arising out of the Tenant's failure to fully and timely fulfill its obligations to maintain and repair the Premises as required hereunder. 6.5 A ency's Right to Perform Tenant Obligations. If following notice and the expiration of any applicable cure period as set forth in Section 14.2.1, the Tenant fails to perform its obligations to maintain the Premises in accordance with the standards set forth in this Agreement, the Agency shall have the right, but not the obligation, to perform such work upon delivery of written notice to the Tenant, and the Tenant shall reimburse the Agency for all expenditures the Agency incurs in connection with such work together with interest thereon at the Default Rate specified in Article XI. The Agency's election to undertake such obligation shall not operate as a waiver of any other right or remedy the Agency may have pursuant to this Agreement. 6.6 A ency Not Obligated to Perform Repairs. Notwithstanding any contrary provision herein, the Agency shall not be obligated to make any repairs, alterations, additions, improvements or betterments to the Premises during the term of this Agreement nor shall the Agency be obligated to maintain or operate the Premises. 6.7 Compliance with Laws. The Tenant, at its sole cost and expense, shall comply with all Applicable Laws pertaining to the use, operation, and management of the Premises. The Tenant shall not itself use the Premises for any unlawful purpose or perform, permit or suffer any act of omission or commission upon or about the Property or the Premises which would result in a nuisance or a violation of law. The Tenant shall use its best efforts to not permit any permittees, licensees, guests or invitees to use the Premises for any unlawful purpose or perform, permit or suffer any act of omission or commission upon or about the Property or the Premises which would result in a nuisance or a violation of law. 6.8 Tenant Right to Contest. The Tenant shall have the right to contest by appropriate proceedings, in the name of the Tenant, and without cost or expense to the Agency, the validity or application of any 1041362.2 $ Applicable Law. If compliance with any Applicable Law may legally be delayed pending the prosecution of any such proceeding without the incurrence of any lien, charge or liability against the Premises or Tenant's interest therein, and without subjecting the Tenant or the Agency to any liability, civil or criminal, for failure so to comply therewith, the Tenant may delay compliance therewith until the final determination of such proceeding. The Tenant shall indemnify, defend (with counsel approved by the Agency), protect and hold the Indemnitees harmless from and against all Claims arising in connection with any such contest brought by the Tenant. The foregoing indemnity obligation shall survive the expiration or earlier termination of this Agreement. 6.9 Financial Reports. No later than sixty days after execution of this Agreement and annually on the anniversary of the Commencement Date, the Tenant shall deliver to the Agency a business plan, in the form and substance satisfactory to the Agency, setting forth the Tenant's plans for current operation and future operations of the Business. ~RTIL VII ITI I VI N M T 7.1 Condition of the Premises. 7.1.1 AS-IS Condition. The Tenant will lease the Premises in its "AS IS" condition as such condition exists as of the Commencement Date. 7.1.2 No Representations. The Tenant acknowledges that except as expressly set forth herein, the Agency makes no representations or warranties expressed or implied regarding the condition of the Premises or the fitness or suitability thereof for the Tenant's purposes, including but not limited to, the condition of the soil, its geology, topography, the presence or absence of fill, the presence or absence of Hazardous Materials, drainage, flood zone designation, or compliance with Hazardous Materials Laws, and no patentor latent defect or deficiency in the condition of the Premises shall affect the rights of the Tenant or the Agency hereunder. The Tenant shall rely solely on its own independent investigation and judgment as to all matters relating to tl'ie Land. The Tenant acknowledges and agrees that prior to the Effective Gate it has made such investigations of the Premises, including without limitation such inquiries of governmental agencies, soils testing, tests and inspections as Tenant deemed necessary to determine the condition of the Property, and has approved all such characteristics and conditions and shall lease the Property in its condition as of the Effective Date "AS-IS" "WHERE-IS" AND WITH ALL FAULTS. The Tenant further acknowledges that the Agency has made available all data and information on the Property available to the Agency, but without warranty or representation by the Agency as to the completeness, correctness or validity of such data and information, except as otherwise set forth in this Agreement. 7.2 Tenant's Covenants. The Tenant hereby covenants and agrees that throughout the Term: (a) The Premises, and the use and operation thereof, shall be in compliance with all Hazardous Materials Laws, and the Tenant shall not cause or permit the Premises or any portion thereof to be in violation of any Hazardous Materials Laws. (b) The Tenant shall not permit the Premises or any portion thereof to be a site for the use, generation, treatment, manufacture, storage, disposal or transportation of Hazardous Materials nor shall 1041362.2 9 the Tenant permit the presence or release of Hazardous Materials in, on, under, about or from the Premises with the exception of materials customarily used in construction, operation, use or maintenance of the Business, provided such materials are used, stored and disposed of in compliance with Hazardous Materials Laws. (c) Upon receiving knowledge of the same, the Tenant shall immediately advise the Agency in writing of: (i) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against the Tenant, the Premises or the Property pursuant to any applicable Hazardous Materials Laws; (ii) any and all complaints, claims, citations, demands, inquiries, reports, or notices made or threatened by any third party against the Tenant, the Premises or the Property relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials; (iii) the presence or release of any Hazardous Materials in, on, under, about or from the Premises or the Property; or (iv) Tenant's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Property classified as "Border Zone Property" under the provisions of California Health and Safety Code, Sections 25220 et seq., or any regulation adopted in connection therewith, that may in any way affect the Property pursuant to any Hazardous Materials Laws or cause it or any part thereof to be designated as Border Zone Property. The matters set forth in the foregoing clauses (i) through (iv) are hereinafter referred to as "Hazardous Materials Claims." The Agency shall have the right to join and .participate in, as a party. if it so elects, any legal. proceedings or actions initiated in connection with any Hazardous Materials Claim, and to have its reasonable attorney's fees in connection therewith paid by the Tenant. (d) Without the Agency's prior written consent, which shall not be unreasonably withheld, the Tenant shall not take any remedial action in response to the presence of any Hazardous Materials in, on, under, or about the Premises or the Property (other than in emergency situations or as required by governmental agencies having jurisdiction in which case the Agency agrees to .provide its consent), nor enter into any settlement agreement, consent decree, or other compromise with respect to any Hazardous Materials Claim. (e) If the presence of any Hazardous Material on the Premises or the Property results in any contamination of the Property in violation of Hazardous Materials Laws, except tb the extent such contamination is caused by the City or the Agency, the Tenant shall promptly take all actions at its sole expense as are necessary to remediate the Property as required by law; provided that the Agency's approval of such actions shall first be obtained, which approval may be withheld in the Agency's reasonable discretion. All costs and expenses of any Remedial Work shall be paid by the Tenant, it being understood that the Agency shall incur no cost, expense or liability in connection with any Remedial Work. The Agency shall have the right, but no obligation, to join and participate in, as a party if it so elects at the Agency's cost, any legal proceedings or actions initiated in connection with any Hazardous Material Claims. For purposes of this Agreement, "Remedial Work" means all investigation, testing, analysis, monitoring, restoration, abatement, detoxification, containment, handling, treatment, removal, storage, decontamination, clean-up, transport, disposal or other ameliorative work or response action required by (i) any Hazardous Materials Laws, (ii) any order or request of any federal, state or local governmental agency, or (iii) any judgment, consent decree, settlement or compromise with respect to any and all enforcement, clean-up, removal, remedial or other governmental or regulatory.. actions or agreements or orders threatened, instituted, or completed pursuant to any Hazardous Materials Laws or any actions, proceedings or claims by such entities or third parties relating to or arising out of the breach of any 1041362.2 1 ~ Hazardous Materials Laws or the presence or release of any Hazardous Material in, on, under or from the Premises or the Property. 7.3 Release of Claims. The Tenant hereby waives, releases and discharges forever the Indemnitees from all present and future Claims the Tenant may have arising directly or indirectly from the presence or alleged presence of Hazardous Materials on, under, in or about the Premises; provided however, this release excludes and shall not apply to (i) any Hazardous Material that originates from any City- or Agency- owned property other than the Property and which migrates onto the Premises after the Commencement Date, or (ii) any Hazardous Materials that are generated or caused by the Indemnitees' acts or omissions after the Commencement Date. The Tenant is aware of and familiar with the provisions of Section 1542 of the California Civil Code which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXEGUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. As such relates to this Section 7.3, the Tenant hereby waives and relinquishes all rights and benefits which it may have under Section 1542 of the California Civil Code. Tenant Initials 7.4 Environmental Indemnity. The Tenant shall indemnify, defend (with counsel reasonably acceptable to the Agency} and hold the Indemnitees harmless from and against all Claims arising during the Term and resulting, arising, or based directly or indirectly in whole or in part, upon (i) the presence, release, use, generation, discharge, transport, storage or disposal of any Hazardous Materials on, under, in or about, or the transportation of any such Hazardous Materials to or from the Premises during the Term, (ii) the failure of the Tenant, the Tenant's employees, agents, contractors, subcontractors, licensees, permittees, or any person acting on behalf of any of the foregoing to comply with Hazardous Materials Laws, or (iii) the breach by the Tenant of any of its covenants contained in this Article VII. The foregoing indemnity shall further apply to any residual contamination in, on, under or about the Premises or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, treatment, storage, transport or disposal of any such Hazardous Materials, and irrespective of whether any of such activities were or will be undertaken in accordance with Hazardous Materials Laws and shall include, without limitation, any Claims arising in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work ordered by a court or required by any federal, state, or local governmental agency or political subdivision. This Section 7.4 shall survive the expiration or earlier termination of this Agreement. 7.5 Definitions. 7.5.1 Hazardous Materials. As used herein, "Hazardaus Materials" means any substance, material, or waste which is or becomes regulated by any local, state or federal authority, agency or governmental body, including any material or substance which is: (i) defined as a "hazardous waste," 1041362.2 11 "extremely hazardous waste," or "restricted hazardous waste" under'Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law); (ii) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act); (iii) defined as a "hazardous material," "hazardous substance," or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory); (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances); (v) petroleum; (vi) friable asbestos; (vii) polychlorinated biphenyls; (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20; (ix) designated as "hazardous substances" pursuant to Section 311 of the Clean Water Act (33 U.S.G. §1317); (x) defined as~ a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901, et seq. (42 U.S.C. §6903); or (xi) defined as "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601, et seq., as the foregoing statutes and regulations now exist or may hereafter be amended. 7.5.2 Hazardous Materials Laws. As used herein "Hazardous Materials Laws" means all federal, state and local laws, ordinances, regulations, orders and directives pertaining to Hazardous Materials, including without limitation, the laws, statutes and regulations cited in the preceding Section 7.5.1, as any of the foregoing may be amended from time to time. ARTICLE VIII [RESERVED] ARTICLE IX INDEMNITY AND INSURANCE 9.1 Indemriit . The Tenant shall indernnify, defend (with counsel reasonably acceptable to the Agency) and hold the Indemnitees harmless from and against any and all Claims arising during the Term and arising from or in connection with any of the following: (i) the operation or management of the Premises, (ii) any work or thing done on or in the Premises, (iii) any condition of any alteration or addition constructed by the Tenant on the Premises, (iv) any breach or default by the Tenant in the performance of any covenant or agreement to be performed by the Tenant pursuant to the terms of this Agreement, (v) any negligence of the Tenant, or any of its agents, contractors, subcontractors, employees, or licensees, (vi) any accident, injury or damage caused to any person occurring during the Term in or on the Premises, and (vii} the furnishing of labor or materials by the Tenant or its contractors, subcontractors, employees, or agents. In the event any such action or proceeding is brought against the Agency by reason of any such Claim, the Tenant, upon notice from the Agency, covenants to defend such action or proceeding by counsel reasonably satisfactory to the Agency. If an insurer under insurance required to be maintained by the Tenant hereunder shall undertake to defend the Agency under a reservation of rights with respect to ultimate coverage and the Agency shall reasonably deem it necessary to retain independent counsel with respect to such matter, the Tenant shall pay the reasonable fees of such counsel. The obligations of the Tenant under this Article IX shall not apply to any Claim or other matter to the extent such arises as a result 1041362.2 12 of the gross negligence or willful misconduct of the Indemnitees. This Section shall survive the expiration or earlier termination of this Agreement. 9.2 Insurance Requirements. The Tenant shall procure, at its sole expense, and maintain in full force and effect during the Term, the following insurance naming the Agency as additional insured and/or loss payee: a. Comprehensive General Liability insurance against claims for bodily and personal injury, death and property damage caused by or occurring in conjunction with the appration of the Premises and the Business with a policy limit of at least Two Million Dollars ($2,000,000) per occurrence. b. Tenant shalt maintain property insurance covering all risks of loss including flood (if required) for 100% of the replacement value of the Premises, the Fixtures and any Improvements, naming the Agency as loss payee as its interests may appear. c. Workers' compensation insurance that complies with the statutory requirements of the state of California. d. Automobile liability insurance for owned, hired and non-owned vehicles, with a combined single limit of at least One Million Dollars ($1,000,000). If the Tenant undertakes the construction of the Improvements pursuant to Article V, the Tenant shall ensure that its general contractor carries liability, property damage, workers' compensation, and builder's risk insurance throughout construction of the Improvements, naming the Indemnitees as additional insureds and otherwise in compliance with all requirements set forth in this Section 9.2. ARTICLE X DAMAGE AND DESTRUCTION ~ 0.1 Damac.~or Destruction. In tie event of any damage to or destruction of the Premises during the Term, the Agency shall elect by written notice delivered to Tenant within sixty (60) days following the date of the occurrence of the damage to either remove the Premises or restore and rebuild the Premises as nearly as possible to their condition immediately prior to such damage or destruction, subject to any restrictions imposed by changes in any Applicable Law. If the Agency elects to restore the Premises, the Agency shall commence diligently and continuously to carry out such rebuilding to full completion as soon as passible and shall commence reconstruction of the Premises within the earlier of ninety (90) days following the date of occurrence of the damage or the date upon which insurance proceeds are made available for such work. Upon the occurrence of damage or destruction, all insurance proceeds paid in respect of such damage or destruction shall be applied to the payment of the costs of the restoration and rebuilding required to be performed by the Agency pursuant to this Agreement. If the Agency does not elect to restore the Premises and the Agency does not exercise its right to terminate this Agreement pursuant to Section 14.3 within 120 days following the date of the occurrence of the damage, then at the Agency's option this Agreement shall terminate upon delivery of written notice to the Tenant. If the Agency elects to restore the Premises, the Agency shall confer with the Tenant regarding the design and plans for such restoration of the Premises. 1041362.2 13 10.2 Notice Required. In the event of material damage to or destruction of the Premises, or any part thereof, the Tenant shall promptly give the Agency notice of such occurrence and take all actions reasonably required to protect against hazards caused by such damage or destruction. For purposes of this Article X, damage or destruction shall be deemed to be material if the estimated cost to repair equals or exceeds Fifty Thousand Dollars ($50,000). 10.3 A ency's Right to Terminate. Notwithstanding any contrary provision of this Article X, the Agency shall have the option to terminate this Agreement and be relieved of the obligation to restore the Premises where all or substantially all of the Premises are substantially damaged or destroyed and such damage or destruction resulted from a cause not insured against by the Tenant and/or the Agency nor required to be insured against by the Tenant and/or the Agency under this Agreement. ARTICLE XI AGENCY'S RIGHT TO PERFORM TENANT'S COVENANTS If the Tenant shall at any time fail to pay any Imposition or other charge payable by the Tenant to a third party as required by this Agreement, or to comply with the requirements set forth in Section 9.2 pertaining to .insurance, or to make any other payment or perform any other act on its part. to be made or performed hereunder within the time permitted by this Agreement, then the Agency, after thirty (30) days' written notice to the Tenant and without waiving or releasing the Tenant from any obligation of the Tenant hereunder, may (but shall not be required to): (i) pay such Imposition or other charge payable by the Tenant; (ii) pay for and maintain the insurance policies required pursuant to this Agreement, or (iii) make such other payment or perform such other act on the Tenant's part to be made or performed under this Agreement; and the Agency may enter upon the Premises for such purpose and take all such action thereon as may be reasonably necessary therefor. All sums paid by the Agency and all costs and expenses incurred by the Agency in connection with any such payment or the performance of any such act (together with interest thereon at the Default Rate from the respective dates of the Agency's making of each such payment) shall constitute additional Rent payable by the Tenant under this Agreement and shall be paid by the Tenant to tl'ie Agency on demand. The "Default Rate" shall mean interest calculated at an annual rate equal to the lesser of twelve percent (12%) or the maximum rate of interest permitted by law. ARTICLE XII MORTGAGES 12.1 Non-Subordination of Fee. Nothing in this Agreement shall be construed as an agreement by the Agency to subordinate its fee interest in the Property or its right to rent payments hereunder or any other right of the Agency herein. Except as expressly set forth in this Agreement, the Tenant shall not mortgage its interest in the Premises without the Agency's prior written approval. Notwithstanding anything to the contrary, the Agency shall have no obligation to encumber or otherwise subordinate its fee interest in the Property or approve any mortgage of the Tenant's leasehold estate. 1041362.2 ~ 4 ,ARTICLE XIII ' ASSICNI~ENT, TRANSFER, SUBLETTING; NONDISTURBANCE AND ,ATTORNMENT 13.1 Restrictions on Transfer, Assignment and Encumbrance. The Tenant shall have no right to sell, transfer, sublet, assign, encumber, hypothecate or otherwise convey (`Transfer") its leasehold interest hereunder or any portion of its interest in the Premises, the Fixtures, any Improvements or this Agreement voluntarily, involuntarily, by operation of law, or otherwise, without the Agency's prior written consent which shall not be unreasonably withheld. No voluntary or involuntary assignee, subtenant, or successor in interest of the Tenant shall acquire any rights or powers under this Agreement absent such consent. 13.2 No Involuntary Transfers. Without limiting any other restrictions on transfer contained in this Agreement, no interest of the Tenant in this Agreement, the Premises or part thereofshall be assignable or transferable: (i) pursuant to any voluntary or involuntary proceeding under federal or state bankruptcy or insolvency law; (ii) pursuant to any assignment of the Tenant's assets for the benefit of its creditors; or (iii) pursuant to any order of attachment, garnishment, receivership, or similar action. Any transfer described in this Section 13.2 shall constitute an Event of Default under this Agreement by the Tenant, and the Agency shall have the right to terminate this Agreement pursuant to Article XIV as a result of any such transfer taking place, in which case this Agreement shall not be treated as an asset of the Tenant. 13.3 Assumption Agreement and Release. No permitted Transfer shall be effective until any curable default hereunder shall have been cured and there shall have been delivered to the Agency an assumption agreement, executed by the transferor and the proposed transferee, whereby such transferee expressly assumes such obligations as arise and/or accrue at any time after such Transfer takes place; and whereby such transferee assumes liability for the obligations of this Agreement. 13.4 Sale by Agency. Nothing contained in this Agreement shall be deemed in any way to limit, restrict or otherwise affect the right of the Agency to sell, transfer, assign or convey all or any portion of the right, title and estate of the Agency in the Property and in this Agreement; provided, however, that in each such instance any such sale, transfer, assignment or conveyance shall be subject to this Agreement, and the Tenant's other rights arising out of this Agreement shall not be affected or disturbed in any way by any such sale, transfer, assignment or conveyance. At such time as the Agency shall sell, transfer, assign or convey the entire right, title and estate of the Agency in the Property and in this Agreement, all obligations and liability on the part of the Agency arising under this Agreement after the effective date of such sale, transfer, assignment or conveyance shall terminate as to the Agency, and thereupon all such liabilities and obligations shall be binding upon the transferee. 13.5 Non-disturbance. Provided that the Tenant is not in default under this Agreement, the Tenant's possession, use and enjoyment of the Premises shall not be interfered with, disturbed or diminished, or otherwise affected in any manner as a result of any act or omission of the Agency, or any exercise of any remedies under this Agreement. The Tenant shall also ensure that its possession, uses and enjoyment of the Premises does not interfere with, disturb or diminish or otherwise affect in any manner any other tenants on the Property. 1041362.2 15 ARTICLE XIV DEFAULT, REMEDIES AND TERMINATION 14.1- Event of Default. The Tenant shall be in default under this Agreement upon the occurrence of any of the following ("Events of Default"): (a) Monetary obligation. The Tenant at any time is in default hereunder as to any monetary obligation (including without limitation, the Tenant's obligation to pay taxes and assessments due on the Premises or part thereof, subject to the Tenant's rights to contest such charges pursuant to Section 3.2), and such default continues for thirty (30) days after the date upon which the Agency shall have given the Tenant a Notice of Default (as defined in Section 14.2.1); (b) Insurance. The Tenant fails to obtain and maintain any insurance required pursuant to Section 9.2 of this Agreement, and the Tenant fails to cure such default within ten (10) days following receipt of Notice of Default; (c) Abandonment. The Tenant abandons the Premises and ceases to use it for the purposes authorized hereby for a period of ninety (90) days or more or as established pursuant to Section 1951.3 of the California Civil Code except when prevented by Force Majeure. (d) Transfer. A voluntary or involuntary Transfer of all or any portion of the Tenant's interest in this Agreement occurs in violation of the provisions of Article XIII; (e) Non-Monetary obligations. The Tenant defaults in the performance of any term, provision, covenant or agreement contained in this Agreement other than an obligation enumerated in this Section 14.1, and unless a shorter cure period is specified for such default, the default continues for thirty (30) days after the date upon which the Agency shall have given written notice of the default to the Tenant; provided however, if -the default is of a nature that it cannot be cured within thirty (30) days, an Event of Default shall not arise hereunder if the Tenant commences to cure the default within thirty (30) days and thereafter prosecutes the curing of such default with due diligence grid in good faith to completion and in no event later than one hundred and eighty (180) days after receipt of a Notice of Default; (f) Bankruptcy. The Tenant files a voluntary petition in bankruptcy or files any petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors; or seeks or consents to or acquiesces in the appointment of any trustee, receiver or liquidator of the Tenant or of all or any substantial part of its property, or of any or all of the royalties, revenues, rents, issues or profits thereof, or makes any general assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally as they become due; (g) Reorganization. A court of competent jurisdiction enters an order, judgment or decree approving a petition filed against the Tenant seeking any reorganization, dissolution or similar relief under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors, and such order, judgment or decree remains unvacated and unstayed for an aggregate of sixty (60) days from the first date of entry thereof, or any trustee receiver or liquidator of the 1041362.2 16 Tenant or of all or any substantial part of its property, or of any or all of the royalties, revenues, rents, issues or profits thereof is appointed without the consent or acquiescence of the Tenant and such appointment remains unvacated and unstayed for an aggregate of sixty (60) days, such sixty (60) day period to be extended in all cases during any period of a bona fide appeal diligently pursued by Tenant; (h) Attachment. A writ of execution or attachment or any similar process is issued or levied against all or any part of the interest of the Tenant in the Premises and such execution, attachment ar similar process is not released, bonded, satisfied, or vacated or stayed within sixty (60) days after its entry or levy, such sixty (60) day period to be extended during any period of a bona fide appeal diligently pursued by Tenant; (i) Liens. The Tenant's failure to satisfy the requirements of Section 5.6 hereof within the time periods specified therein. 14.2 Notice and Opportunity to Cure. 14.2.1 Notice of Default. Upon the occurrence of a default hereunder, the non-defaulting party shall deliver a notice to the nonperforming party (the "Notice of Default"), stating the nature of the obligation which such nonperforming party has failed to perform, and stating the applicable period of time, if any, permitted to cure the default. 14.2.2 Failure to Give Notice; No Waiver. Failure to give, or delay in giving, the Notice of Default shall not constitute a waiver of any obligation, requirement or covenant required to be performed hereunder. No failure or delay by either party in asserting any rights and remedies as to any breach shall operate as a waiver of any breach or of any such rights or remedies. Delay by either party in asserting any of its rights and remedies shall not deprive such party of the right to institute and maintain any action or proceeding which it may deem appropriate to protect, assert or enforce any such rights or remedies. 14.3 Remedies Upon Default. i 4.3. i Agency's Remedies. Upan the occurrence of any Event of Default and in addition to any and all other rights or remedies of the Agency hereunder and/or provided by law, the Agency shall have the right to terminate this Agreement and/or the Tenant's possessory rights hereunder, in accordance with applicable law to re-enter the Premises and take possession thereof and of the Fixtures and any Improvements, and except as otherwise provided herein, to remove all persons and property therefrom, and to store such property at the Tenant's risk and for the Tenant's account, and the Tenant shall have no further claim thereon or hereunder. The Agency's re-entry or taking of possession of the Premises shall not be construed as an election on the Agency's part to terminate this Agreement unless the Agency shall have given written notice of such intention to the Tenant. In no event shall this Agreement be treated as an asset of the Tenant after any final adjudication in bankruptcy except at the Agency's option so to treat the same but no trustee, receiver, or liquidator of the Tenant shall have any right to disaffirm this Agreement. 14.3.2 Remedies Upon Abandonment. If the Tenant should default under this Agreement and abandon the Premises, the Agency may, at its option, enforce all of its rights and remedies under this Agreement, including the right to recover the rent as it becomes due hereunder. Additionally, the Agency shall be entitled to recover from the Tenant all costs of maintenance and preservation of the Premises, and 1041362.2 17 all costs, including attorneys' and receiver's fees incurred in connection with the appointment of and performance by a receiver to protect the Premises and the Agency's interest under this Agreement. 14.3.3 Agency Right to Continue Lease. In the event of any default under this Agreement by the Tenant (and regardless of whether or not the Tenant has abandoned the Premises), this Agreement shall not terminate (except by an exercise of the Agency's right to terminate under Section 14.3.1) unless the Agency makes such election by the giving of any notice (including, without limitation, any notice preliminary or prerequisite to the bringing of legal proceedings in unlawful detainer) to terminate the Tenant's right to possession. For so long as this Agreement continues in effect, the Agency may enforce all of the Agency's rights and remedies under this Agreement, including, without limitation, the right to recover all rent and other monetary payments as they become due hereunder. For the purposes of this Agreement, the following shall not constitute termination of the Tenant's right to possession: (a) acts of maintenance or preservation or efforts to relet the Premises; or (b) the appointment of a receiver upon initiative of the Agency to protect the Agency's interest under this Agreement. 14.3.4 Right to Injunction; Specific Performance. In the event of a default by the Tenant under this Agreement, the Agency shall have the right to commence an action against the Tenant for damages, injunction and/or specific performance. The Tenant's failure, for any reason, to comply with acourt-ordered injunction or order for specific performance shall constitute a breach under this Agreement. 14.3.5 Right to Receiver. Following the occurrence of an Event of Default, if the Tenant fails after receipt of a Notice of Default to cure the default within the time period set forth in this Agreement, the Agency, at its option, may have a receiver appointed to take possession of the Tenant's interest in the Premises with power in the receiver (a) to administer the Tenant's interest in the Premises, (b) to collect all funds available in connection with the operation of the Premises, and (c) to perform all other acts consistent with the Tenant's obligations under this Agreement, as the court deems proper. 14.4 Remedies Cumulative. No remedy specified in this Article XIV shall be considered exclusive of any other remedy, but the same shall be cumulative and shall be in addition to every other remedy provided hereunder or now or hereafter existing at law or in equity or by statute, and every power and remedy provided by this Agreement may be exercised from time to time and as often as occasion may arise or as may be deemed expedient, subject to any limitations set forth herein. 14.5 No Election of Remedies. The rights given in this Article XIV to receive, collect or sue for any rent or rents, moneys or payments, or to enforce the terms, provisions and conditions of this Agreement, or to prevent the breach or nonobservance thereof, or the exercise of any such right or of any other right or remedy hereunder or otherwise granted or arising, shall not in any way affect or impair or toll the right or power of the Agency upon the conditions and subject to the provisions in this Agreement to terminate the Tenant's right of possession because of any default in or breach of any of the covenants, provisions or conditions of this Agreement beyond the applicable cure period. 14.6 Survival of Obli atc~ ions. Nothing herein shall be deemed to affect the right of the Agency under Article IX of this Agreement to indemnification for liability arising prior to the termination of this Agreement for personal injuries or property damage, nor shall anything herein be deemed to affect the right of the Agency to equitable relief where such relief is appropriate. No expiration or termination of the Term by operation of law, or otherwise, and no repossession of the Improvements or any part thereof shall relieve 1041362.2 1$ the Tenant of its previously accrued liabilities and obligations hereunder, all of which shall survive such expiration, termination or repossession. ARTICLE XV GENERAL PROVISIONS 15.1 Force Maieure; Extension of Times of Performance. Subject to the limitations set forth below, performance by either Party shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended where delays are due to: war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes, governmental restrictions or priority, litigation, including court delays, unusually severe weather, acts or omissions of the other Party, acts or failures to act of any public or governmental agency or entity (other than the Parties which shall not excuse delay in performance), or any other cause beyond the affected Party's reasonable control (all of the foregoing "Force Majeure"). An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the Party claiming such extension is sent to the other Party within thirty (30) days of the commencement of the cause and such extension is not rejected in writing by the other Party within ten (10) days of receipt of the notice. Neither Party shall unreasonably withhold consent to an extension of time pursuant to this Section. Times of performance under this Agreement may also be extended in writing by the mutual agreement of the Tenant and the Agency (acting in the discretion of its Executive Director unless he or she determines in his or her discretion to refer such matter to the governing board of the Agency). Each Party expressly assumes the risk of such adverse economic or market changes and/or financial inability, whether or not foreseeable as of the Effective Date. 15.2 Reserved. 15.3 Agenc 's Right to Enter the Premises. The Agency and its agents may enter the Premises from time to time with reasonable notice, except in tl`ie case of emergency in which case no notice shall be required, to inspect the same, to post notices of nonresponsibility and similar notices, and to discharge the Tenant's obligations hereunder when the Tenant has failed to do so within a reasonable time after written notice from the Agency. 15.4 Representations of Agency and Tenant. 15.4.1 The Tenant hereby represents and warrants that all of the following are true and correct as of the Effective Date: (a) The Tenant has taken all requisite action in connection with the execution of this Agreement and the undertaking of the obligations set forth herein. This Agreement constitutes the legally valid and binding obligation of the Tenant, enforceable against the Tenant in accordance with its terms, except as it may be affected by bankruptcy, insolvency or similar laws or by legal or equitable principles relating to or limiting the rights of contracting parties generally; and 1041362.2 1 g (b) The execution of this Agreement and the acceptance of the obligations set forth herein do not violate any court order or ruling binding upon the Tenant or any provision of any indenture, agreement or other instrument to which Tenant is a party or may be bound. Neither the entry into nor the performance of this Agreement will violate, be in conflict with or constitute a default under any charter, bylaw, partnership agreement, trust agreement, mortgage, deed of trust, indenture, .contract, judgment, order or other agreement, charge, right or interest applicable to the Tenant. 15.4.2 Agency hereby represents and warrants that all of the following are true and correct as of the Effective Date: (a) The Agency has taken all requisite action in connection with the execution of this Agreement and the undertaking of the obligations set forth herein. This Agreement constitutes the legally valid and binding obligation of the Agency, enforceable against the Agency in accordance with its terms, except as it may be affected by bankruptcy, insolvency or similar laws or by legal or equitable principles relating to or limiting the rights of contracting parties generally; and (b) The execution of this Agreement and the acceptance of the obligations set forth herein do not violate any court order or ruling binding upon the Agency or any provision of any indenture, agreement or other instrument to which the Agency is a party or may be bound. Neither the entry into nor the performance of this Agreement will violate, be in conflict with or constitute a default under any charter, bylaw, partnership agreement, trust agreement, mortgage, deed of trust, indenture, contract, judgment, order or other agreement, charge, right or interest applicable to the Agency. 15.5 Miscellaneous. 15.5.1 Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 15.5.2 Notices. Except as otherwise specified herein, 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 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; or 1041362.2 2Q (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. Agency: Redevelopment Agency of the City of South San Francisco P.O. Box 711 South San Francisco, CA 94083 Attention: Executive Director Telephone: (650) 829-6620 Facsimile: (650) 829-6623 With copy to: Meyers Nave Riback Silver & Wilson 555 12th Street, Suite 1500 Oakland, GA 94607 Attention: Redevelopment Group Telephone: (510) 808-2000 Facsimile: (510) 444-1108 Tenant: Ron Price Motors, Inc. 1 Chestnut Avenue South San Francisco, CA 94080 Attn: Phone: Fax: With copy to: Kay & Merkle 100 The Embarcadero, Penthouse San Francisco, CA 94105 Attn: W. Bruce Bercovich, Esq. Telephone: (415) 357-1200 Facsimile: (415) 512-9277 15.5.3 Captions; Construction. The section headings and captions used herein are solely for convenience and shall not be used to interpret this Lease. 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 with the advice of counsel, 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. 15.5.4 Successors and Assigns. Subject to the restrictions on transfer set forth in Article XV, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. Any reference in this Lease to a specifically named Party shall be deemed to apply to any permitted successor and assign of such Party who has acquired an interest in compliance with this Agreement as if in every case so expressed. 1041362.2 21 15.5.5 Short Form of Lease. A memorandum of lease substantially in the form attached hereto as Exhibit B shall be executed by the Parties and recorded in the Official Records of Sam Mateo County. 15.5.6 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. Any action to enforce or interpret this Agreement shall be filed in the Superior Court of San Mateo County, California or in the Federal District Court for the Northern District of California. 15.5.7 Attorney's Fees. If either Party commences an action against the other to enforce any obligation contained herein, or to interpret any provision hereof, the prevailing party shall be entitled to recover from the other Party reasonable counsel fees, costs and necessary disbursements, as determined by the court having jurisdiction over the action. 15.5.8 Indemnity Includes Defense Costs. In any case where either Party is obligated under an express provision of this Lease, to indemnify and to save the other Party harmless from any damage or liability, the same shall be deemed to include defense of the indemnitee by the indemnitor, such defense to be through legal counsel reasonably acceptable to the indemnitee. 15.5.9 No Third-Party Beneficiaries; Disclaimer of Partnership, Lender/Borrower Relationship. Nothing contained in this Agreement is intended to or shall be deemed to confer upon any person, other than the Parties any rights or remedies hereunder. The relationship of the parties under this Agreement is solely that of landlord and tenant, and it is expressly understood and agreed that the Agency does not as a result of this Agreement in any way nor for any purpose become a partner of the Tenant or a joint venturer with the Tenant in the conduct of the Tenant's business or otherwise. This Agreement is not intended to, and shall not be construed to, create the relationship of principal and agent, partnership, joint venture, or association as between the Agency and the Tenant. It is further expressly understood and agreed that this Agreement is not intended to, and shall not be construed to create the relationship of lender and borrower, and the Agency does not, solely as a result of this Agreement, become a lender to the Tenant. i 5.5.10 Entire Agreement. This Agreement, together with Exhibits A and B which by this reference are hereby incorporated herein, contains the entire agreement between the Parties relative to the transactions covered hereby. All previous correspondence, communications, discussions, agreements, understandings or proposals and acceptances thereof between the Parties or their representatives, whether oral or written, are deemed to have been integrated into and superseded by this Agreement and are of no further force and effect except as expressly provided in this Agreement. 15.5.11 Waiver; Modification. No waiver of any breach of any covenant or provision of this Agreement shall be deemed a waiver of any subsequent breach of the same or any other covenant or provision hereof. 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 Agreement may be amended or modified only by a written instrument executed by the Parties. hereof. 15.5.12 Time is of the Essence. Time is of the essence of this Agreement and of each provision 1041362.2 22 15.5.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. 15.5.14 Action by the Parties. Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, consent or request by the Agency in its capacity as landlord hereunder is required or permitted under this Agreement, such action shall be in writing, and such action may be given, made or taken by the Agency's Executive Director or by any person who shall have been designated by the Executive Director, without further approval by the Agency Board of Directors unless the Executive Director determines in his or her discretion that such matter requires consideration by the Agency Board. 15.5.15 Non-Liability of officials, Employees and Agents. No member, official, employee or agent of the Agency or the City shall be personally liable to Tenant or its successors in interest in the event of any default or breach by the Agency or for any amount which may become due to the Tenant or the Tenant's permitted successors in interest pursuant to this Agreement. SIGNATURES ON THE NEXT RAGE 1041362.2 23 IN WITNESS WHEREOF, the Parties have entered into this Lease as of the Effective Date. TENANT: LANDLORD: RON PRICE MOTORS, INC., REDEVELOPMENT AGENCY OF THE a California Corporation CITY OF SOUTH SAN FRANCISCO, a public body, corporate and politic By: By: Executive Director ATTEST: Agency Secretary APPROVED AS TO FORM Agency Counsel 1041362.2 24 Exhibit A- PROPERTY (Attach legal description.) 1041362.2 /~-'~ Exhibit B FORM OF MEMORANDUM OF LEASE RECORDING REQUESTED BY AND WHEN RECORDED MAIL T0: Redevelopment Agency of the City of South San Francisco 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 for Recorder's use. MEMORANDUM OF LEASE This Memorandum of Lease (this "Memorandum"), dated for reference purposes as of January 2008, is executed by and between the Redevelopment Agency of the City of South San Francisco, a public body, corporate and politic (the "Landlord") and Ron Price Motors, Inc., a California corporation (the `Tenant"), in reference to and consideration of that certain Lease dated as of January , 2007, by and between Landlord and Tenant (the "Lease"). 1. The purpose of this Memorandum is to provide notice of the existence of the Lease which is incorporated herein by this reference. This Memorandum incorporates all of the terms and provisions of the Lease as though fully set forth herein. 2. The Landlord is the owner of fee title to the land located at 1 Chestnut Avenue, in the City of South San Francisco, California, as more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "Property"). 3. There exists a building on the Property and paved parking and landscaping to be occupied for business use (the "Premises"). 4. Pursuant to the Lease, the Landlord leases to the Tenant, and the Tenant leases from the Landlord, the Premises subject to all of the terms and conditions set forth in the Lease. 5. The Landlord hereby grants and conveys unto the Tenant for the term of the Lease the Premises. 6. T he term of the Lease shaif be three (3) years. 7. This Memorandum may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one fully-executed agreement. 1041362.2 B-1 IN WETNESS WHEREOF, the parties have executed this Memorandum as of the date first set forth above. LANDLORQ: TENANT: REDEVELOPMENT AGENCY RON PRICE MOTORS, INC. OF THE CITY OF SOUTH SAN FRANCISCO By: Executive Director Attest: Agency Secretary Approved as to farm: Agency Counsel By: SIGNATURES MUST BE NOT~4RlZED. 1041362.2 B-2 Community Redeye%pment Law Report Ron Price Motors, Inc. Lease January 9, 2008 1 RO PRICE MOTaRS, ItVC. ~I~ LtJC TED ~4 1 C EST T i(PlU Ie IIVT UCTIO Section 33433 of the Community Redevelopment Law of the State of California (California Health and Safety Code, Sections 33000 et seq.) provides that before any property owned by a redevelopment agency acquired in whole or in part, directly or indirectly, with tax increment funds, is sold or leased for development pursuant to the redevelopment plan, the proposed sale or lease must first be approved by resolution of the legislative body after a legally noticed public hearing. A copy of the proposed sale or lease agreement and a summary report that describes and contains specific financing elements of the proposed transactions shall be available far public inspection prior to the public hearing. Pursuant to Section 33433, the summary report must include the following information: 1. The cost of the agreement to the redevelopment agency, including land acquisition costs, the costs of any improvements to be provided by the agency, plus the expected interest on any loans or bonds to f Hance the agreement; 2. The estimated value of the interest to be conveyed or leased, determined at the highest and best use permitted under the redevelopment plan; 3. The estimated value of the interest to be conveyed in accordance with the uses, determined at the use and with the conditions, covenants, and development costs required by the sale or lease; 4. Lease payments, which the lessee will be required to make during the term of the lease. If the sale price or total rental amount is less than the fair market value of the interest to be conveyed or leased, determined at the highest and best use consistent with the redevelopment plan, then the agency shall provide as part of the summary an explanation of the reasons for the difference; and 1043424.1 Community Redeye%pment Law Report Ron Price Motors, Inc. Lease January 9, 2008 2 5. An explanation of why the sale or lease of the property will assist in the elimination of blight, with reference to all supporting facts and materials relied upon in making this explanation. This report outlines the salient parts of the proposed Lease Agreement (the " gr~eeent") by and between the City of South San Francisco Redevelopment Agency (the gency) and Ron Price Motors, Inc. (the Lessee ), pursuant to which the Agency will lease property it is purchasing from the Ronald M. Price and Florine J. Price, as Trustees for the Ronald M. Price and Florine J. Price Living Trust, located at 1 Chestnut Avenue in South San Francisco (the " roe y"), to the Lessee. This report is based upon information in the proposed Agreement and is organized iota the following sections: • Summary of the Agreement -This section includes a description of the site and a summary. of the Agreement. • Cost of the Proposed Lease to the Agency -This section outlines the casts to the Agency. • Estimated Value of the Interest to be Conveyed -This section summarizes the value of the interest to be conveyed by the Lease. • Elimination of Blight -This section includes an explanation of how the disposition of the property will assist in the elimination of one or more blighting conditions inside of the project area. • Conformance with Five-Year Implementation Plan -This section describes how the Lease is in conformance with the Agency's Five Year Implementation Plan. I1. SUIViMARY OF THE PR4POSEC~ ~-GREENIENT Site/Location The Property is located at 1 Chestnut Ave., known as San Mateo County Assessor's Parcel No. 011-320-030, which is located in the EI Camino Corridor Project Area (Project Area ). A portion of the 73,355 square foot site has been improved with a 27, 792 square foot one-story plus partial second floor and partial mezzanine building, 141 paved parking spaces and related landscaping. Ron Price Motors, inc. is currently using the Property as an automobile dealership. 1043424.1 Community Redeye%pment Law Report Ron Price Motors, Inc. Lease January 9, 2008 3 Summa of the Agreement The Agreement is a three (3) year triple-net lease between the Agency and Lessee. Lessee covenants to use the Property as an automobile dealership. Lessee's rent is payable monthly on the first day of each month. Either party may terminate the Agreement with 90 days prior notice. Lessee must maintain the premises and indemnify Agency against the presence of hazardous materials. The Agency is not lending any funds to the Lessee, and the Lessee is not required nor permitted to improve the Property for purposes other than its current use as an automobile dealership in compliance with Section 33426.5 of the Community Redevelopment Law. Il. CC}ST QF THE RPaSED AGEE(ViE T THE ACENGY This section presents the total cost of the proposed Agreement to the Agency, as well as the "net cost" of the Project after consideration of the revenues to be .generated by the transactions contemplated under the Agreement. Estimated Cost to Agency The Agency is acquiring the Property for $6,500,000. Estimated Cost to Lessee The total cost of the Agreement over the three-year term to the Lessee is a maximum of $900,000 in 2008 dollars. Net Cast to Agency The net cost over the three-year term of the Agreement is $5,600,000 in 2008 dollars. As described below under "Elimination of Blight" the Agency is entering into this Agreement as a temporary lease agreement to ensure that the Property is not vacant while the Agency prepares a land use and specific plan for certain properties in the Project Area, including the Property. By entering into the Agreement, the Agency will be earning revenue for what would otherwise be a vacant property, and avoid the costs that would be necessary to maintain the Property and the security costs of protecting the Property. 1043424.1 Community Redeye%pment Law Report Ron Price Motors, Inc. Lease .7anuary 9, 2008 4 i V E T I TE EST T C EYE An appraisal dated October 3, 2007 ("Appraisal") was prepared by Paul E. Talmage, MAI for the Property. The Property is Zoned "Planned Commercial District" which includes both residential and commercial uses. The value of the site is directly a function of the proposed use of the Property. Fair arke Value of scant Site According to the Appraisal, the Property is capable of supporting any use that the City's zoning would permit, and the highest and best use of the Property, if it were vacant would be retail development. The value of a retail development, based on an income capitalization approach and use of the entire square footage, is $6,850,000. Estimated Value at Highest and Best (use According to the Appraisal, the highest and best use of the Property as currently improved is the use of the site as an automobile dealership. The value of the Property based on a cost approach is $6,950,000. I ELIM(NATlON OF BLIGHT In December 2007, the City of South San Francisco prepared a Request for Proposals ("RFP") to prepare a land use plan and a specific plan for a study area that includes approximately 50 acres between Chestnut Avenue and the South San Francisco BART Station, including the Property. The Agency has purchased the Property with the long-term goal of incorporating it into amixed-use development as contemplated by the RFP. The Agreement will eliminate blight by ensuring that the Property is not vacant, will be well maintained and wil[ provide employment and a local business service during the development planning period for the Property. V. CONFORMANCE WITH FIVE-YEAR IMPLEMENTATION PLAN Five-Year implementation Plan ("Implernentati~an Plan"} includes the study and preparation of the land use plan and specific plan as outlined in the RFP. Specifically the Agreement meets the following goals for the EI Camino Corridor as set forth in the Implementation Plan: Eliminate and prevent the spread of blight, non-conforming uses and deterioration and conserve, rehabilitate and redevelop the Project Area in 1043424.1 Community Redeye%pment Law Report Ron Price Motors, Inc. Lease January 9, 2008 5 accordance with the general plan, future specific plans, the redevelopment plan and local codes and ordinances. Control unplanned growth by guiding revitalization, rehabilitation and new development in such fashion as to meet the needs of the Project Area, the City and its citizens. Increase sales, business licenses and other fees, taxes and revenues for the City. Create and develop local job opportunities and preserve the area's existing employment base. As set forth above, the Agreement is in conformance with the Agency's Implementation Plan: 1043424.1 AT'Ee January 9, 2008 -,~,; ,,~~ f- ',~ A E~1 ITE # 7 T I~onorable Mayor and City Council F'I~®~I: Philip D. White, Fire Chief SIT EC'T® RESOLUTION ACCEPTING A DONATION IN THE AMOUNT OF X78,150 FROM ALEXANDRIA REAL ESTATE EQUITIES TO PURCHASE FIRE T WING PROPS AND RELATED EQUIPMENT AND AMENDINCr TIgE FIRE DEPARTMENT BUDGET E1~1 A'I' l~ It is reco ended the City Council adopt a resolution accepting a donation in the a ount of X78,15 from Alexandria eal Estate Equities and amending the fire epartrnent's operating budget for fiscal year 200'7/2008. T'e donation will e used to purchase fire training props and related equip ent. ACI~~I2 I11~ / ISCIJSI The Fire Department received a donation in the amount of $78,150 from Alexandria Real Estate Equities. The money from this donation will be used to purchase "live fire" training props and related equipment that will be installed in the Department's Training Tower. Tlus donation will be combined with other donations the Department has received to offset the cost of the "live fire" training props and related equipment. The Department periodically receives donations from developers, businesses and citizens to purchase equipment and/or supplies for its Fire Suppression, Fire Training, EMS, Community Emergency Response Teams (CERT), Public Education and other programs. Examples of equipment or supplies that have been purchased with these donations include thermal imaging cameras, mechanically powered cardiac compression devices (Autopulse}, a laptop computer, LCD projector, supplies and equipment used for CERT training, educational. pamphlets and supplies used during Fire Prevention Week, etc. JAB-01 /04/08 Staff Report Subject: I~®NATI®N FR®1VI ALEXANDRIA REAL ESTATE EQUITIES Page 2 F Tl~ TI~T~ This donation will be combined with other donations to offset the cost of items purchased. This funding does not create any ongoing financial obligation for the pity of South San Francisco. C()l~CLIJSI®N Staff recommends the pity council accept these funds and approve the attached resolution. Attacl~nent: Resolution per' RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLL.~1~1,ION AUTI-IORI7INCs ACCEPTANCl~ OF A DONA'1~ION FROM ALEXANDRIA RI~AL ES'1,ATE ASSOCIArI,F~S AND APPR()PRIArI,INCz rI~I~F~ FI_TNDS ~1,() r1,IIE FIRM DF~PARr1,MI~~NrI~ I3LTDC~I~r1~ rl~() PLIRCIIASI~~ rI,RAINING PROPS AND RF~I~ArI,F~1~ F,~UIPMEN'l' WHEREAS, staff recommends the acceptance of a donation in the amount of $78,150 from Alexandria Real Estate Associates to the Fire Department Budget to purchase fire training props and related equipment; and WI~EREAS, the funds will be combined with other donation funds as necessary for the purchase of appropriate items. NOW, TFIEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby authorizes acceptance of the donation from Alexandra Real Estate Associates and amends the 2007-2008 Operating Budget to add $78,150 to the Fire Department budget. ~ k 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 , 2008 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk C:ADocuments and Settings\kennedy\Local Settings\Tenlporary Internet Files\OLKECE\Final Resolution Alexandria Real Estate Associates.doc AGENT A .ATE # ~ T' e Honorable Mayor and City Council F'I2I~Ia Philip D. White, Fire Chief SST J C'~Te RESOLLJTI~N ACCEPTINC7 A D®NATIC7N II~1 THE AMOUNT CAF $10,800 FRAM L®WE' S T® PURCHASE A THE AL IMAC1INCr CAMERA AND RELATED EQUIPMENT AND AENDINCJ TI-IE FIRE DEPARTMENT I3UDCYET EC Eli A.'T t is reco ends t e City Council adopt a resolution accepting a ovation i the a ouvt of $10,00 fro t e I~o~e's Corporation and a ending t e Fire apart ant's operating budget for fiscal year 2007/200. 'I, a donation mill e used to pure ass a thermal i aging ca era and relate equip ant. ACING T.Tl~ / ISCIIS The Fire Department received a donation in the amount of $10,800 from the Lowe's Corporation for the purchase of a thermal imaging camera. Smoky conditions are often encountered during interior firefighting and make it difficult for the firefighter to see more than a few inches in any direction. A thermal imaging camera detects infrared energy which is another form of "light" not visible to the naked eye. More importantly infrared energy is not affected by the presence of smoke and thus allows the firefighter to "see" a clear, black and white image of their surrotuldings. The thermal imaging camera will help firefighters in their efforts to find trapped victims or fire that is hidden by smol~e or enclosed in walls or other void spaces. This donation will be combined with other donations the Department has received to offset the cost of the thermal imaging camera and related equipment. The Department periodically receives donations from developers, businesses and citizens to purchase equipment and/or supplies for its Fire Suppression, Fire Training, EMS, Community Emergency Response Teams (CERT}, Public Education and other programs. Examples of equipment or supplies that have been purchased with these donations include thermal imaging cameras, mechanically powered cardiac compression devices (Autopulse}, a laptop computer, LCD projector, supplies and equipment used for CERT training, educational pamphlets and supplies used during Fire Prevention Week, etc. JAB-01104108 Staff Report Subject: I~®NATI~N FROM ALEXANDRIA REAL ESTATE EQUITIES Page ~ T'111~T T~T~ This donation will be combined with other donations to offset the cost of items purchased. This funding does not create any ongoing financial obligation for the City of South San Francisco. ~I~CLLTSI®l~ Staff recommends t11e City Council accept these fLUZds and approve the attached resolution. Philip D. White Fire Chief ~ '', Approved: arry M. Nagel City Manager Attachment: Resolution pw RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RLSOLIJ~hION AU~hHORI7ING ACCEP~I,ANCE OF A DONATION FROM LOWL'S CORPORA~I,ION AND APPROPRIA~hING ~hHL DONA~I,LD FUNDS '1~0 'hHL FIRL DEPARTMENT POR~I,ION OF ~hHL 2007-2008 OPF~RA~hING I3UDGL~1~ ~1~0 USE ~1~0 PURCHASE A TI-ILRMAL IMAGING CAMERA. AND RLLArhLD I~QUIPMLNrh WHEREAS, staff recommends t11e acceptance of a donation in the amount of $10,800 from Lowe's Corporation to t11e Fire Depal-tinent Budget to purchase a thermal imaging camera and related equipment; and WHEREAS, the funds will be combined with other donation funds as necessary for the purchase of appropriate items. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby authorizes acceptance of the donation from Lowe's Corporation and aYnends the 2007-2008 Operating Budget by adding $10,800 to the Fire Department budget. ~: ~ ~ ~ ~ ~ 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 , 2008 by the following vote: AYES NOES: .ABSTAIN: ABSENT: ATTEST: City Clerk C:ADocuments and Settings\eflores\Local Settings\Tem~orary Internet Files\OLK8B3\Lowes Donation Resolution.doc DATE: January 9, 2008 TO: Honorable Mayor and City Council FROM: Philip D. White, Fire Chief SUBJECT: RESOLUTION AUTHORIZING A SOLE SOURCE PURCHASE OF THE FIRE FACILITIES AND NIELSEN BUILDING SYSTEMS WESTECH INSULATION AND DRAEGER FIRE SIMULATION SYSTEMS AND AMENDING THE FIRE DEPARTMENT BUDGET RECOMMENDATION It is recommended that the City Council adopt a resolution authorizing staff to make a sole source purchase of the Fire Facilities and Nielsen Building Systems Wester Insulation and the Draeger Fire Simulation Systems and amending the Fire Department's operating budget for fiscal year 2007/2008. BACKGROUND/DISCUSSION The Fire Department is developing facilities and equipment to train its personnel in the complicated area of fire suppression and rescue efforts in multi-story structures. More specifically, staff is reconunending the following: 1. Improvements on the first floor of the two-story mercantile section of the Fire Training Tower including burn rooms used to simulate "live fire" conditions in a commercial kitchen and/or garage with storage using training props. 2. Improvements on the fourth floor of the six-story high-rise section of the Fire Training Tower including burn rooms used to simulate "live fire" conditions in a laboratory using training props. Staff requests authorization for the sole source purchase of the Fire Facilities and Nielsen Building Systems Westech Insulation and Draeger Safety Fire Simulation Systems. Under Public Contract Cade ~ 3400(b), the City may designate a project component or piece of equipment by a particular brand name or trade name in order to (i) obtain a necessary item that is only available from one source or (ii) match other products in use on a particular public improvement either completed or in the course of completion. Staff Report Subject: Authorize a Sole Source Purchase of the Fire Facilities Westech Insulation and Drager Fire Simulation Systems Page 2 Consistent with this statute and based on the Fire Department's substantial experience, research and analysis, staff recommends the sole source designation of the Fire Facilities and Nielsen Building Systems Westec Insulation System, which staff desires to be used to construct burn rooms in the Fire Training Tower. This product is the only available heat shielding component that can be bolted to existing prefabricated walls. Only the Westec Insulation System can withstand temperatures of up to 1850 degrees F and fire stream pressures of 100 PSI at a distance of one foot from the affected surface. This component is also the only available product for prefabricated walls that has the ability to withstand the repeated thermal shock present in training towers without cracking, fraying or spahling. Staff also recomrrlends the sole source purchase of the Draeger fire simulation system that will simulate a commercial kitchen and/or garage fire. The Fire Department currently trains its personnel with a bedroom prop, incipient fire prop, and flammable liquid spill/vapor prop that all use the Draeger fire simulation system. The controls used on each prop are therefore identical. For purposes of safety, simulation operator training, warranty review and maintenance, the Fire Department believes it is crucial to match the existing Draeger simulation equipment in its proposed commercial kitchen, garage, and laboratory props with its other training props. Fire tower training would occur on the same Fire Station 61 site and would commonly be performed back to back with training on multiple props. The City Attorney believes that the above information provides sufficient grounds to designate a specific supplier of insulation systems for the fire tower and to sole source purchase Draeger fire simulators. FUNDING This sole source purchase shall not exceed $522,000. Staff proposes that the purchase be funded by monies that have been donated to the Fire Department for the purpose of developing its "live fire" training capabilities. C®NCLUSI®N Staff recommends the City Council authorize the sole source purchase and approve the attached resolution. Approval of this purchase will allow for expanded training opportunities in realistic surroundings using consistent equipment and providing safe conditions for all trainees. B.C~~~~~~~~ Y' Philip .White, Fire C e Approved: ~ ~.c rry M. Na 1, City Manager Attachment: Resolution RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING A SOLE SOURCE PURCHASE OF THE FIRE FACILITIES AND NIELSEN BUILDING SYSTEMS WESTECH INSULATION AND DRAEGER FIRE SIMULATION SYSTEMS AND AMENDING THE 2007-2008 CIP BUDGET TO APPROPRIATE $580,000 FOR THE PROJECT WITH FUNDING FROM THE FIRE DONATIONS ACCOUNT WHEREAS, the City Council has authorized the funding of additional bury rooms and fire simulation equipment for the Fire Training Tower, located at 480 North Canal, South San Francisco, California; and WHEREAS, all such current Bunn rooms used by the Fire Department in the Fire Training Tower utilize the Westech 111sulation System manufactured by Fire Facilities and Nielsen. Building Systems; and WHEREAS, all such. Cl11Tel1t S11n1111at1o11S used by the Fire Department in the Fire Training Tower utilize the fire simulation and control systems manufactured by Draeger Safety Systems, Ltd.; and WHEREAS, Califol-11ia Public Contract Code Section 3400(b) permits general law cities to suspend competitive bidding and to make sole source purchases of products or equipment in order to match other products in use ol1 a particular public improvement either completed or in the course of completion or to obtain a necessary item that is only available from one source; and WHEREAS, after thoroughly reviewing and studying the equipment available from companies that specialize in the C011st1`L1Ctloll and sale of insulating systems for fire training structures, staff has determined that only one product, the Fire Facilities and Nielsen Building Systems Westec Insulation System, meets the City's needs and conceals with respect to durability, health and safety and available warranties; and WHEREAS, after thoroughly reviewing and studying the available data, the Fire Department has determined that matching the proposed Draeger fire simulation system with other existing simulators that shall be used on the Station 61 Project Site is crucial for Fire Department personnel safety, operator training, warranty review and equipment maintenance. BE IT FURTHER RESOLVED that the City Council. hereby finds that all of the recitals set fol-th above are true and correct to the best of its l~nowledge, and based on said finding, deterllines that staff may designate the Fire Facilities and Nielsen Building System Westec Insulation System as a required component in its specifications for the training tower in accordance with the Public Contract Code Section 3400 exception for components or equipment available from a sole source. 792903-1 BE IT FURTHER RESOLVED that the City Council hereby finds that all of the recitals set forth above are true and coz-rect to the best of its 1~ZOwledge, and based on said finding, detel~llines that, as to the purchase of the Draeger fire simulation system, the formal bid procedures set forth in the Sout11 Sale Francisco Municipal Code may be dispensed with in accordance with the Public Contract Code Section 3400 exception for components or equipment available from a sole source. BE IT FURTHER RESOLVED that the City Manager is hereby authorized to enter into an agreement for the purchase of said Westech. Insulation Systems from Fire Facilities and Nielsen Building Systems in an amount not to exceed $145,000 and fire simulation system from Drager Safety Systems, Ltd., in an amount not to exceed $435,000. BE IT FURTHER RESOLVED that the 2007-2008 Capital Improvement Program Budget is hereby amended to appropriate $580,000 from the Fire Donations Account to fiord the Westech and Drager Safety Systems contracts. The finding will come from $330,000 in existing funds and $250,000 in funds donated from Genentech. * * * * ~ 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 , 2008 by the following vote: AYES NOES: ABSTAIN: ABSENT: ATTEST: City Clerk 792903-1 It is rocomn~ended that the City Council adopt a resolution authorizing the execution of a subordination agrecn~ent with C-rand C~aI~ Associates (an affiliate of B DBE Dosing) and the California I~epart~ncnt of I-Ioosing and Cornrr~unity Development. BACKGROT~TND/DISCUSSION On March 9, 2005 the Redevelopment Agency Board authorized the execution of a Construction Loan Agreement and the provision of a loan in the amount of $3,500,000 to Grand Oak Associates ("Developer"), a California limited partnership affiliated with BRIDGE Housing Corporation, to develop affordable housing on Oalc and Grand Avenues (the "Project"). In corulection with the loan, the Developer and City executed an Affordable Housing Agreement and a Rent Restriction and Right of First Refusal Agreement (collectively, the "Agreements"). The Agreements require the Developer to make 21 of the units in the Project affordable to very low-income households and provide the City with purchase rights in the event the Project or any unit therein is offered for sale prior to the expiration of the term of the Agreements. The California Department of Housing and Community Development's ("HCD"} will provide a permanent loan to the Developer in t11e aanount of $4,677,773.00 for the Project ("HCD Loan"). The HCD Loan will be subject to a regulatory agreement which requires the Developer to provide 21 additional affordable units in the Project. HCD has indicated that it would be unwilling to provide the Loan for the Project without subordination of the Agreements. Subordinating the Agreements does not put the units at risk of losing their affordability if the Developer defaults and HCD forecloses because HCD's regulatory agreement also requires the units to remain affordable. In addition, the Subordination Agreement gives the City the ability to cure defaults and thus preserve the Project's affordability. Staff Report Subject: Subordination agreement with Grand Oaks Associates a11d HCD Page 2 FUNDING There is no fiscal impact on the City by subordinating its regulatory agreements. I~owever, in the event the Developer defaults on its obligation it may be in the City's interest to cure the default to preserve the affordable housing. The likelihood of a default is extremely low since BRIDGE Flousing has an outstanding record of meeting its financial obligations. CONCLUSION It is recommended that the City Council adopt a resolution authorizing the execution of a subordination agreement with Grand Oak Associates, and California Department of I-lousing and Community Development pursuant to which the Agreements would be subordinated. The final Subordination Agreement shall be subject to approval as to form by the City Attorney. l3RID(sE has developed more than 11,000 homes and has an outstanding record ofineeting its financial obligations with its development projects. Approved ~` ~ By: _~,~ Marty Van Duyn ~ 'F~azry M. Nagel' Assistant City Manager City Manager Attachment: Resolution Subordination Agreement 1043515.1 RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING EXECUTION OF A SUBORDINATION AGREEMENT WITH GRAND OAK ASSOCIATES AND THE CALIFORNIA DEPARTMENT OF DOUSING AND COMMUNITY DEVELOPMENT FOR THE GRAND OAK AFFORDABLE HOUSING PROJECT WHEREAS, on March 9, 2005, the Redevelopment Agency of the City of South Sa11 Francisco aut110r1Zed the exeCUt1o110f a ~;011st1"t,ICt1011 Loal1 Agreel11e11t and the prov1S1011 of a loan 121 the amount of $3,500,000 (the "~,gemcy Loam") to Grand Oak Associates, a California limited partnership affiliated with BRIDGE I-lousing Corporation (the "I~~v~Iop~~"} to develop an affordable housing project on Oak a11d Grand Avenues (the "Pr®ject"); WHEREAS, in connection with the Loan, the Developer and the City executed an Affordable IIousing Agreement and a Rent Restriction and Right of First Refusal Agreement (collectively the "~.greements"); WHEREAS, pursuant to the Agreements the Developer has agreed to restrict the rents for 21 of the units developed as part of the Project to affordable levels and to provide the City with purchase rights in the event that the Project or any unit therein is offered for sale prior to the expiration of the term of the Agreements; WHEREAS, the California Department of Housing a11d Colnn1u11ity Development (" CI}") will provide a permanent loan to Developer in the amount of Four Million Six I-Iundred Seventy- Seven Thousand Seven Hundred Seventy-Tllree Dollars ($4,677,773.00} for the Project (the "~C~J I'ermaneY~t Loam"); WI~EREAS, HCD has indicated that it would be unwilling to provide the HCD Permanent Loan for the Project without subordination of the Agreements; and WHEREAS, the proposed Subordination Agreement provides the City with rights to receive notice and to cure defaults arising under the HCD loan documents. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby authorizes the City Manager or his designee to execute a Subordination Agreement substantially in the form on file wit11 the City Clerk a11d to take such other actions reasonably necessary to carry out the intent of this Resolution. 1043490.1 I hereby certify that the foregoing Resolution was regularly introduced and adopted by t11e City Council of the City of South San Francisco at a meeting held on the 9th day of January, 2005 by the following vote: ACES NQES: ABSTAIN: ASSENT: AT`T'EST: City Cleric 1043490.1 Free recording in accordance with California Government Code Sections 6103 and 27383 RECORDING REQUESTED BY, AND WHEN RECORDED, MAIL TO: State of California Department of Housing and Community Development P. O. Box 952052 Sacramento, CA 94252-2052 Attn: Multifamily Housing Program Documents Coordinator 04-MHP-191 SUB RINATION A EE E T ~, D ESTOPPEL CERTIFICATE NOTICE: THIS SUGORINATIO AGREEIV[ENT RESULTS I YOUR SECURITY INTEREST IN THE PROPERTY BECOIVIING SUBJECT TO AND OF L®WER PRIORITY THAN THE LIEN C7F SO E OTHER OR LATER SECURITY INSTRUMENT. THIS SUBORDINATION AGREEMENT AND ESTOPPEL CERTIFICATE (the "Agreement") is dated as of 2008, for reference purposes only, and is entered into by and among the City of South San Francisco, a municipal corporation (the "City"), Grand Oak Associates, a California limited partnership (the "Borrower"), and the Department of Housing and Community Development, a public agency of the State of California (the "HCD"). RECITALS A. Borrower is the owner of the fee simple interest or a leasehold estate in that real property described in Exhibit A attached hereto and made a part hereof (the "Property"). The Borrower has acquired and is rehabilitating a 43-unit multifamily residential rental development on the Property (the "improvements"). The Property and the Improvements are sometimes referred to collectively as the "Development." B. The City and Borrower have entered into an affordable housing agreement affecting the use of the Development, recorded on November 16, 2005, as Instrument No. 2005-200234 in the Official Records (the "City Affordable Housing Agreement"). The Cify MHP Subord. Agrmt & Estoppel Certif. (NOFA 01/26/05} Rev: 03/02/07 Prep: Dev: Contract No.: 1043476 Page 1 of 6 and Borrower have also entered into a rent restriction and right of first refusal agreement affecting the use of the Development, recorded on November 16, 2005, as Instrument No. 2005-200235 in the Official Records (the "City Rent Restriction Agreement"). The City Affordable Housing Agreement and the City Rent Restriction Agreement are collectively referred to herein as the "City Documents." C. 1n order to finance the development of the Improvements, HCD has agreed to loan the Borrower a sum not to exceed Four Million Six Hundred Seventy Seven Thousand Seven Hundred Seventy Three Dollars ($4,677,773.00) (the "HCD Loan"), subject to the terms and conditions of: (i) a regulatory agreement restricting the use and occupancy of the Development and the income derived therefrom which shall be dated as of even date herewith and recorded as an encumbrance on the Property in the Official Records (the "HCD Regulatory Agreement") and (ii} a loan agreement governing the terms of the HCD Loan which shall be dated as of even date herewith ("HCD Loan Agreement"). The HCD Loan will be evidenced by a promissory note (the "HCD Note"), the repayment of which will be secured by, among other things, a deed of trust by Borrower as trustor, to HCD as beneficiary recorded as an encumbrance on the Property in the Official Records (the "HCD Deed of Trust"). The HCD Regulatory Agreement, the HCD Loan Agreement, the HCD Nate, and the HCD Deed of Trust are collectively referred to herein as the "HCD Documents." D. HCD is willing to make the HCD Loan provided the HCD Deed of Trust and the HCD Regulatory Agreement are liens, claims or charges upon the Development prior and superior to the City Documents, and provided that the City specifically and unconditionally subordinates and subjects the City Documents to the liens, claims or charges of the HCD Deed of Trust and the HGD Regulatory Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in order to induce HCD to make the HCD Loan, it is hereby declared, understood and agreed as follows: 1. The HCD Regulatory Agreement and the HCD Deed of Trust securing the HCD Note in favor of HCD, and any and all renewals, modifications, extensions or advances thereunder or secured thereby (including interest thereon) shall unconditionally be and remain at all times liens, claims, or charges on the Development prior and superior to the City Documents, and to all rights and privileges of the City thereunder; and the City Documents, together with all rights and privileges of the City thereunder are hereby irrevocably and unconditionally subject and made subordinate to the liens, claims or charges of the HCD Deed of Trust and the HCD Regulatory Agreement. 2. This Agreement shall be the whole and only agreement with regard to the MHP Subord. Agrmt & Estoppel Certif. Page 2 Of 6 (NOFA 01/26/05) Rev: 03/02/07 Prep: Dev: Contract No.: 1043476 subordination of the City Documents, together with all rights and privileges of the City thereunder, to the liens, claims or charges of the HCD Deed of Trust and the HCD Regulatory Agreement, and this Agreement shall supersede and cancel any prior agreements to subordinate the claims, liens or charges of, but only insofar as would affect the priority between the claims, liens or charges of the City Documents to the HCD Deed of Trust and the HCD Regulatory Agreement including, but not limited to, those provisions, if any, contained in the City Documents, which provide for the subordination of the lien or charge thereof to another lien or charge on the Property or the Improvements. 3. The City declares, agrees and acknowledges that: (a) The City consents and approves (i) all provisions of the HCD Documents, and (ii) all agreements among the City, Borrower and HCD for the disbursement of the proceeds of the HCD Loan, including without limitation any loan escrow agreements which have been provided to the City far review; (b) HCD, in making disbursements of the HCD Loan pursuant to the HCD Note or any other agreement, is under no obligation or duty to, nor has HCD represented that it will, see to the application of such proceeds by the person or persons to whom HCD disburses such proceeds, and any application or use of such proceeds for purposes other than those provided for in such agreement or agreements shall not defeat the subordination herein made in whole or in part; (c) That none of the execution, delivery or recordation of any of the HCD Documents, or the performance of any provision, condition, covenant or other term thereof, will conflict with or result in a breach of the City Documents; and (d) The City intentionally and unconditionally waives, relinquishes, subjects and subordinates the claims, liens or charges upon the Development of the City Documents, all present and future indebtedness and obligations secured thereby, in favor of the claims, liens or charges upon the Development of the HCD Deed of Trust and the HCD Regulatory Agreement, and understands that in reliance upon, and in consideration of, this waiver, relinquishment, subjection, and subordination, the HCD Loan and advances thereof are being and will be made and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment, subjection and subordination. 4. In consideration of City's covenants and agreements contained in this Agreement, HCD hereby agrees for the benefit of City that, in the event of any default of Borrower under the HCD Documents, HCD shall deliver to City a copy of any notice of default delivered to Borrower in connection therewith concurrently with delivery to Borrower of the same ("Default Notice"). City shall have the right, but not the obligation, to cure such noticed default by giving HCD written notice of its election and effecting cure MHP Subord. Agrmt & Estoppel Certif. (NOFA 01126/05) Rev: 03/02/07 Prep: Dev: Contract No.: 1043476 Page3of6 within ninety (90) days following delivery to City or, if such default cannot be cured within ninety (90) days, such longer time as shall be reasonably necessary to cure (the "Cure Period"). HCD agrees that it shall not complete a foreclosure sale of the Property, or any portion thereof, or record adeed-in-lieu of foreclosure with respect to the Property, or any portion thereof, unless and until City has received a Default Notice and City has failed to cure such default within the Cure Period; provided however, that during the Cure Period HCD shall be entitled to continue to pursue all of its rights and remedies under the HCD Documents. If a cure is completed within the Gure Period, HCD will rescind any notice of default recorded and request dismissal of any receiver who has been appointed after reimbursement of all of HCD's costs, including, without limitation, reasonable attorneys' fees and costs. Nothing in this Section is intended to modify any covenant, term or condition contained in the HCD Documents, including, without limitation, the covenant against creating or recording any liens or encumbrances against the Property without HCD's prior written approval. 5. HGD would not make the HCD Loan without this Agreement. 6. This Agreement shall be binding on and inure to the benefit of the legal representatives, heirs, successors and assigns of the parties. 7. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 8. In the event that any party to this Agreement brings an action to interpret or enforce its rights under this Agreement, the prevailing party in such action shalt be entitled to recover its costs and reasonable attorneys' fees as awarded by the court in such action. 9. This Agreement may be signed by different parties hereto in counterparts with the same effect as if the signatures to each counterpart were upon a single instrument. All counterparts shall be deemed an original of this Agreement. NOTICE: THIS StJ ORC~INATION AGREE ENT CONTAINS ,~ PROVISION ~/HICH ALLOWS THE PERSON FOR ENTITY O~LIC~ATED ON YOUR REAL PROPERTY SEGtJRITY TO O~TAI ,~ LOAN A P'ORTIO OF VUI-ITCH AY ~E E~PE ®ED FOR OTHER PI~RPOSES THA I PROVEIViENT OF THE LA D. ~~e~~,~~t~~~~ O~ ~O~~~w~~~ ~~~,~.] MHP Subord. Agrmt & Estoppel Certif. (NOFA 01/26/05) Rev: 03/02/07 Prep: Dev: Contract No.: 1043476 Page 4 of 6 i IT' ESS ~EEOF, the parties have executed this Agreement as of the date first set forth above and agree to be bound hereby: OR ER: Grand Oak Associates, a California Limited Partnership C 11"Y: City of South San Francisco, a municipal corporation By: BRIDGE Tower LLC, a California {invited liability company, its By: General Partner hiame: City Manager By: ~lorthpoint Housing, Inc., a California nonprofit public benefit ATTEST: corporation, its member/manager By: Lydia Tan, Vice President By: City Clerk APPROVED AS TO FORM: ~~D: gy. The Department of Housing and Community Development, a public agency of the State of California By: Manager Multifamily Housing Program City Attorney [signatures r~t~s~ ~o aok~c~wlegec~J MHP Subord. Agrmt & Estoppel Certif. (NOFA 01/26/05) Rev: 03/02/07 Prep: Dev: Contract No.: 1043476 Page 5 of 6 ~~~~~I~ Legal e~ere~i®n to Preper~~ "I"H ~~ ~~~~~ H~~.~~ ~:.~' ~>~~°~ ~~~'~f. .~'~'~~ ~~~z~~~ r~ l;r~~is~~~ ~ 9~'~~Vf.'~`~~~r~ ark ~~ L.1L.gI~d~AElt~-. L.L. ~#I? t,.~'~ i:l~ ~~C~~'~#~~ ~1~#4.~ ~~ *.Tr~fi3.~. ;f'4Y!....174:?L. .~5.,11~~~~y 3'.?t~i~~~l~ ~Sllt{t,. ~,7 ~I.dL~tl~ SP~t1-R~i .~,.! 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MHP Subord. Agrmt & Estoppel Certif. (NOFA 01/26/05) Rev: 03/02/07 Prep: Dev: Contract No.: 1043476 Page 6 of 6 DATE: January 9, 200$ TO: Honorable Mayor and City Council FROM: Malty Van Duyi~, Assistant City Manager SUBJECT: OYSTER POINT FERRY TERMINAL -DESIGN REVIEW AND PRECISE PLAN TO ALLOW CONSTRUCTION OF A FERRY TERMINAL AT OYSTER POINT MARINA IN ACCORDANCE WITH SSFMC CHAPTERS 20.59 & 20.85 Applicant -Water Transit Authority Designer - ROMA Design Group Case Ntunbers - P07-0108: DR07-0066 & PP07-0002 RECOMMENDATION Staff recommends that the City Council, by motion, approve applications DR07-0066 & PP07- 0002 to allow the construction of a Perry Terminal at the Oyster Point Marina. DISCUSSION Project Location The project site is located in the East Basin of the Oyster Point Marina Park (Marina), on the north side of the Oyster Point peninsula. The Marina is owned by the City of South San Francisco and is leased to the San Mateo County Harbor District. Most of the Marina 589 slips are currently being leased to private parties. Project Description & Design The application before the Council includes the waterside improvements only for the Oyster Point Ferry Terminal. Future landside improvements are discussed below (see Future Landside Improvements section below}, but are not a part of the current application. The waterside improvements include the removal of approximately 124 berths from the Marina. Removing the berths makes room for the new ferry terminal and creates a path for the entering and exiting ferries. The ferry terminal itself will consist of three sections: a pier, a gangway, and a float. A seating area is also proposed adjacent to the Bay Trail. Staff Report Subject: Ferry Terminal Date: January 9, 2008 Page 2 Pier The pier is located closest to land and is covered and enclosed. It offers a place for ferry passengers to sit or stand and wait for the ferry. The pier will also be the place where ticket sales and fare collection takes place. The pier structure will be constructed from a combination of painted steel, clear glazing, tensioned fabric (roof), and louvers for ventilation. The pier is designed with a curved roof. The west side of the structure (windward side) sees the curved roof continue almost to the floor. The east side (leeward side) has more clear glazing, which will provide passengers with a view of the San Francisco Bay (see the Pier Section included in the plan set). In an effort to provide some outdoor seating with the project, the applicant is also proposing a small seating area where the pier connects to the land. Gan way The gangway is a 92-foot long structure that articulates where it connects to the pier and to the float. The gangway is uncovered and will only be used by passengers entering and exiting the float area. It is not designed as a waiting area for passengers. The float is the main docking area for the ferries. It is covered and designed to direct passengers to the pier as they exit the ferry. The float will have the same fabric roof material as the pier. It will have a similar curved roof shape to shelter passengers from the elements; however the sides will both be open, allowing passengers to enter and exit the ferries. The City's Design Review Board (DRB) commented on the application at their November meeting. Overall they were impressed with the terminal design. Both the DRB and staff believe that future consideration should be given to additional landside improvements that will complement the ferry terminal operation. Seating Area A seating area is proposed adjacent to the Bay Trail, which should provide a place for people to sit and wait for the ferry or for their landside transit connection. Future Landside Improvements Understanding that funding is not readily available for waterside or landside improvements, staff has included a list of future landside improvements that should be pursued to help make the ferry terminal a success in the longer-term: a bus terminal and/or shelter ® reconfigured vehicular circulation and access ® grading and re-paving pedestrian details (i.e. landside shelter, seating) ® directional signage (way finding) to and from the terminal a designated parking area Several of these improvements are considered in the Environmental Impact Report (EIR) that was completed in November of 2006. Staff Report Subject: Fel-ry Terminal Date: January 9, 2008 Page 3 ENVIR®NENTAL FETE INATIN In November of 2006, the Water Transit Authority certified a Final Environmental Impact Report (Final EIR) for the South San Francisco Ferry Terminal Project (SCI-I No. 2004122091). In addition, to the California Environmental Quality Act requirements there was also a National Environmental Protection Act (NEPA) review process for the environmental doclunent. The NEPA review was undertaken by the Federal Transit Authority (FTA). The Final EIR includes a Mitigation Monitoring and Reporting Program (MMRP). Since the WTA is the lead agency on this project, no action is required by Council at this time. CNCLUSIN The proposed ferry terminal will be an asset to the community. The `nautical' design of the structure is in character with the Marina setting, as it includes curving stretched fabric roof elements and modern shapes. Staff recolnrnends that the City Council approve the ferry terminal application and provide direction to staff to explore timing and funding mechanisms for ancillary landside improvements. 1 BY ~ ~ ~ `"~ ~ `approved ~ ~~ Marty Van Duyn ny .Nagel Assistant City Manager City Manager MVD:SK:GHB:bla:pc Attachments: Draft Findings of Approval Draft Conditions of Approval San Mateo County Harbor District -Support Letter, dated December 5, 2007 Design Review Board Comment Letter, dated December 10, 2007 Project Schedule -Provided by the Applicant, dated June 1, 2007 Project Plans, dated November 20, 2007 DRAFT' FINDINGS ®F APPR®VAL, FERRY TERMINAL P07-0108: DR07-0066 & PP07-0002 (As recommended by the Planning Division, January 9, 2007) A. Planning Division requirements shall be as follows: 1. The project shall be constl-ucted substantially as indicated on the attached plans prepared by ROMA Design Group and dated November 20, 2007. 2. T11e appllcallt S11a11 fO110W the Clty Of SOlltll Sall Fla11c1SC0, Depal~lllellt Of EC01101111C a11d C0111111ulllty DeVelOp111e11t, Plalll1111g D1v1S1011, Standard COl1d1t1011S alld L11111tatlollS f01" C0111111e1'Clal, hldllstrlal and Mllltl-Fan111y Resldentlal PlOjeCtS. 3. Tl1e appllcallt Shall COnlply Wlll all 1111t1gat10n 111eaSUl"eS OL1t1111ed 111 F111a1 E1lvlrol1111e11ta1 Impact Repol-t (Final EIR) for the South San Francisco Fel-ry Te1-111i11a1 Project (SCH No. 2004122091). 4. Future signage associated with the project shall be subject t0 separate City review. (Planning Division contact person: Gerry Beaudin, Associate Planner (650) 877-8535) B. Engineering Division requirements shall be as follows: I. STANDARD CONDITIONS The developer shall comply with the applicable requirements of the Engineering Division's "Standard Conditions for Commercial and Industrial Developments", as contained 111 t11e El1g111eer111g D1V1s1011's "Standard DeVelOp111el1t C011d1t1O11S" booklet, dated January 1998. A copy of this booklet is available from the Engineering Division at 110 COSt. II. SPECIAL CONDITIONS 1. The developer/owner shall obtain all necessary pel-lllits from any and all legtllatol"y agencies affected by this project. 2. Any work perfol-lned in the City's 1-ight-of--way shall require an encroachment from the Engineering Division. The owner shall apply and pay all fees and deposits for the encroachment permit. (Engineering Contact Person: Sam Bautista, Senior Engineer (650) 829-6652) D FT' CONDI7['I®NS ~Ii, APPROVAL FERRO TERMINAL P07-0108: DR07-0066 & PP07-0002 (As recon~rnended by the Planning Division, January 9, 2007) A. Planning Division requirements shall be as follows: The project shall be constl-ucted substantially as indicated on the attached plans prepared by ROMA Design Group and dated November 20, 2007. 2. The applicant shall follow the City of South San Francisco, Department of Economic and CO1m11111111ty DeVeloplmellt, P1a1111111g D1V1S1011, Standard Conditions alld L11111tat10llS fol" Co1111merclal, IllduStral alld 1VILlltl-Fa11111y ReS1de11tlal PIO~eCts. 3. Tl1e appllcant Shall COlmply wlll all 1mlt1gat1011 measures OL1t1111ed 111 F111a1 E11Vlrolll11el1tal Impact Repo1-t (Final EIR) for the South San Francisco Fe1-ry Terminal Project (SCH No. 2004122091). 4. Future signage associated with the project shall be subject to separate City review. (Planning Division contact person: Gerry Beaudin, Associate Planner (650) 877-8535) B. Engineering Division requfrements shall be as follows: I. STANDARD CONDITIONS The developer shall comply with the applicable requirements of the Engineering D1Vls1011'S "Standard CO11d1t1o11S for Co1111merClal alld Illdllstl~lal DeVelOp111e11tS", aS COnta111ed 111 the E11g111eer111g D1Vls1o11'S "Stalldald DeVelop111e11t Col1d1t1o11S" booklet, dated January 1998. A copy of this booklet is available from the Engineering Division at no cost. II. SPECIAL CONDITIONS 1. The developer/owner shall obtain all necessary permits from any and all regulatory agencies affected by this project. 2. Any work perfonmed in the City's right-of--way shall require an encroachment from the E1lgineel-ing Division. The owner shall apply and pay all fees and deposits for the encroac111nent permit. (Engineering Contact Pej-son: Sam. Bautista, Senior Engineer (650) 829-6652) C. 'Water Quality Conta-ol reduirenzents shall be as follows: ('Water- Quality Control contact: Lassie Prudhel at (650) 829-3840) Police Department recluiren~ents shall toe as follows: A. Municipal Code Compliance The applicant shall comply with the provisions of Chapter 15.48 of the Municipal Code, "Minimum Building Security Standards" Ordinance revised May 1995. The Police Department reserves the 1-ight to hake additional security and safety conditions, if necessary, upon receipt of detailed/revised building plans. B. Building Security 1. Doors a. The jamb on all aluminum frame-swinging doors shall be so constllicted or protected to withstand 16001bs. of pressure in both a vel-tical distance of tluee (3) inches and a horizontal distance of one (1) inch each side of the strike. b . Glass doors shall be secured with a deadbolt loclc~ with minimum tluow of one (1) inch. The outside ring should be fi-ee moving and case hardened. c. Employee/pedestrian doors shall be of solid core wood or hollow sheet metal with a minimum thicla~ess of 1-3/4 inches and shall be secured by a deadbolt lOClcl w1t11 1111111111L1111 t111'OW Of 011e (1) lllcll. Locking hardware shall be installed so that both deadbolt and deadlocking latch can be retracted by a single action of the inside knob, handle, or tul-~7 piece. d. Outside hinges on all exterior doors shall be provided with iron-removable pins when pin-type hinges are used or shall be provided with hinge studs, to prevent removal of the door. 1 The locks shall be so constructed that both the deadbolt and deadlocking latch can be retracted by a single action of the inside door laiob/lever/tunlpiece. A double-cylinder deadbolt lock or asingle-cylinder deadbolt lock without a ttirnpiece maybe used in "Group B" occupancies as defined by the Uniform Building Code. When used, there must be a readily visible durable sign on or adjacent to the door stating "This door to remain unlocked during business hours", employing letters not less than one inch high on a contrasting background. The locking device must be of the type that will be readily distinguishable as locked, and its use maybe revoked by the Building Official for due cause. 1) Rated burglary-resistant glass or glass-like acrylic material.2 Or. or: 2) Iron bars of at least 1/2" round or one by one-fourth inch flat steel material spaced no more than flue inches apart Colder the skylight and securely fastened. 3) A steel grill of at least 1/8" material or two inch mesh under skylight and securely fastened. b. All hatchway openings on the roof of any building shall be secured as follows: 1) If the hatchway is of wooden material, it shall be covered on the outside with at least 16 gauge sheet steel or its equivalent attached with screws. 2) The hatchway shall be secured from the inside with a slide bar or slide bolts. The use of crossbar or padlock must be approved by the Fire Marshal. 3) Outside hinges on all hatchway openings shall be provided with non-removable pins when using pin-type hinges. c. All air duct or air vent openings exceeding 8" x 12" on the roof or exterior walls of any building shall be secured by covering the salve with either of the following: 1) Iron bars of at least 1/2" round or one by one-fourth inch flat steel material, spaced no more than five inches apal-t and securely fastened. or: 2) A steel grill of at least l/8" material or two inch mesh and securely fastened and. 3) If the barrier is on the outside, it shall be secured with galvanized rounded head flush bolts of at least 3/8" diameter on the outside. 4. Lighting a. All exterior doors shall be provided with their own light source and shall be adequately illuminated at all hours to make clearly visible the presence of any person on or about the premises and provide adequate illumination for persons exiting the building. b. The premises, while closed for business after dark, must be sufficiently lighted by use Of interior night-lights. c . Exterior door, perimeter, parking area, and canopy lights shall be controlled by photocell and shall be left on during hours of darlaless or diminished lighting. 5. NL1111be1'lllg Of I3L111dll1gS a. The address number of every commercial building shall be illuminated during the hours of darlaless so that it shall be easily visible from the street. The numerals in these numbers shall be no less than four to six ll1C11eS 111 1lelgllt a11d Of a CO101" COlltl"ast111g Wltll t11e baClCgl"Ot111d. b . In addition, any business, which affords vehicular access to the rear through any driveway, alleyway, Or parking lot, shall also display the same numbers On the rear Of the building. 6. Alarms a . The business shall be equipped with at least a central station silent 111t1"L]S1011 a1a1711 Systelll. NOTE: TO avoid delays in occupancy, alarm installation steps should be taken Well in advance of t11e final inspection. 7. Traffic, Parking, and Site Plan a. Handicapped parking spaces shall be clearly marked and properly sign posted. 1~T4TE: For additional details, contact the Traffic Bureau Set-geant at (650) 829-934. 8. Security Camera System I3uildin ; entrance, lobby and garage areas must be monitored by a closed circuit television camera system. Recordings must be maintained for a period of no less than 30 clays. These cameras will be part of a digital surveillance system, which will be monitored on-site and accessible on the World Wide Web. This system must be of adequate Y-esolution and color rendition to readily identify any person or vehicle in the event a crime is committed, anywhere on the premises. 9. Misc. Security Measures C0111111erC1al eStabllSh111e11tS haV111g Olle hlllldr ed d011ar S Ol" 11101"e 111 Cc~Sh 011 t~le pre1111SeS after CIOSlllg hOUrS Shall lOCIC S11C~1 111011ey 111 c'111 1~~1'OVed tyke m011ey safe with a minimum rating of TL-15. (Police Department contact, Sgt. Jon J. ~Kallas, (650) 877-8927) ~. Fire Department requirements shall be as follows: (dire Departrr~ent contact, Actin; ~ir-e Marshal David Scardigli, (650) 877-6645) San Mateo County I~arbor District Board of Harbor Commissioners ~,ti =„~~ r, ~ lames Tucker, President ~,_ _ ~ ~ ', Ken Lundie ,Vice President r~ Leo Padreddii, Treasurer ~~" Sally Campbell, Secretary ~.. r ~ Pietro Parravano, Commissioner t_: :n~•r ~Y~ 2 K62]. u December 5, 2007 Gerry Beaudin South San Francisco Planning Division 315 Maple Ave. South San Francisco, CA 94080 Dear Gerry: Peter Grenell, General Manager On Dec. 5, the Board of Harbor Commissioners authorized the General Manager to sign a lease and contract amendments between the Harbor District and the Water Transit Authority (WTA) conditioned upon the final lease and amendments coming back to the Commission for review and approval. Final authorization to execute the lease and amendments is scheduled for Board action on Dec. 19: The Harbor District and its Board strongly supports bringing water transit to South San Francisco at Oyster Point IVlarina/Park, which the District operates for the City under their Joint Powers Agreement. _ The Board has previously adopted resolutions supporting funding for South San Francisco water transit. The District is currently implementing a contract with the WTA to prepare preconstruction plans and specifications for dock removal and dredging at the ferry terminal site. Further, the District has advanced funds for reconfiguration of the Oyster Point breakwater entrance to facilitate safe and efficient ferry traffic, and for deepening part of the West Basin to enable relocation of boats now berthed at the ferry terminal site. We urge City Council approval of the lease with the WTA, which the City must also execute as owner of Oyster Point. Sincerely, San tJ~~ Count Harbor District ~ ,.. - -~', eter Grenell ~° ~ ~ General Manager ~~~ . - ~ i~~ /~ ct 't' Cc: Barry ~Jagel, City Manager ~ ~. John Sindzinksi, Manager of Planning & Development 400 Oyster Point Blvd., Suite 300, South San Francisco, CA 94080 (650) X83-4400 T (650) 583-4611 F www.smharbor.com ctTY couruc~L Zoo? ~~ ~~~ ~ a~- ` ~ ~ Q~ ~~ ~ °'~"' cn ,,~ p C"~ U ~ :__ Q ~ "= _ v ~ ~~~~~ ~ ~~IF®~~~ DEPARTMENT OF ECONOMIC AND COMMUNITY DEVELOPMENT PLANNING DIVISION (650) 877-8535 FAX (650) 829-6639 PEDRO GONZALEZ, MAYOR KARYL MATSUMOTO, MAYOR PRO TEM MARK N. ADDIEGO, COUNCILMEMBER RICHARD A. GARBARINO, COUNCILMEMBER KEVIN MULLIN, COUNCILMEMBER BARRY M. NAGEL, CITY MANAGER DESIGN REVIEW BOARD APPROVAL Date: December 10, 2007 Applicant: SF Bay Area Water Transit Site Address: Oyster Point Marina Project No.: P07-0108, PP07-0002 & DR07-0066 On Tuesday, November 20, 2007, the Design Review Board. reviewed your plans for a Precise Plan to allow construction of a Ferry Terminal at Oyster Point Marina in accordance with SSFMC Chapters 20.59 & 20.85 The Board has determined that the application complies with the Zoning Ordinance and that the Ferry Terminal Design is compatible with the area. In addition the Ferry Terminal, the Board provided the following list of items that should also be considered as future improvements in the vicinity of the Ferry Terminal: 1. Improve the sense of entry for the terminaUparking lot interface through landscaping, using bayshoi•e plant materials consistent with coastal conditions. 2. Address vehicular circulation in the existing parking lot. 3. Incorporate additional seating areas. 4. Incorporate design elements to reduce bike and pedestrian conflicts at the Bay Trail/Ferry Tel7ninal entry interface. 5 . Include a signage and wayfinding program that extends to Highway 101. 6. Screen any service access and trash areas. 7. Include landside amenities (i.e. restrooms and a drinking fountain). Please include these comments and any others into your application submittal for City Council review. If you have any questions regarding this matter, please feel free to contact the Planning Division at (650) 877-8535. Sincerely, `.~~ ~~" Gerry Beaudin Associate Planner S d O LL A C 9 3 ~~ '' 3 a v m ~ ~ ' ~ ~ a E 'm I -"~ ~(`-~:_ ~ ~ +~+ m a 10 C d E = ~p C a y, LL ~ ~O 3 N j m d jy d m •~ C C ALL ~' E°i -~ r ¢ z ~ E a E m w ~ ! a v ai e ~ o c C r W o u ° m u O U o p - ,` N N ^ 2 o b C II '~3 ~~ -±~ I 1~~~~ W Z - rj[ a 2 ^ o ~ m ul^ c ~ii_7 m~ ~-~ ¢ 2N ¢ C ~ li 9 dit4 e~' F-t ~ C.~ ' r ~ 3 `t`( 1 I- ~' w m - v ~ 3 - . ` k .,. ~ . .~ o. 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C° r m A 0 'N M C N tl r r N N N N N N N N N N H; CJ [7 CS M t7 c7 M t'~ t'1 C C C C C C C C C C tl~~ ttl ~~~ m m N m m m O m m m m ., ~; _ - ~,~_, .- a a -.~ ~ ~, __ . u ~. ,~ ~_. ,. ~,_ v« ~., „ .: ,,, _ _. >; _ ,. ,_ .. ~~ ~- - _-, _~._ ~_ e - a~ ~~ rt { AERIAL VIEW LOOKING NORTH-WEST South San Francisco Ferry Terminal -Oyster Point Marina Prepared for the San Francisco Bay Area Water Transit Authority by R OMA Desr~n Group in assoaation with Moffatt & Nr'chol NOVEMBER 20, 2007 (DRAFT • NOT FOR CONSTRUCTION Oyster Point Marina Concept Plan Pre ar~ed for the City ofSoatfi S~zn Francisco b ~ ROMA Desl n Grou : I527Stockton Street, San Francisco, CA 94133 415 616-9900 P 1 ~ P 0 1l~ 200 100 k NOVEMBER 20. X0(17 DEMOLITION OR DREDGING -- - BY HARBOR DISTRICT -_- I ~ ~. SITE PLAN SO C 80 1 GPAPHIC SCALE _ 8~~' e ° • a Prepared for the San Francisco Bay Area I~~ter Transit Authorr't ~:~ Pier 9 Surte III The EmGarcadero, San Fianasco, CA 9~IZI CIS X91-3377 Prepared b~~ROMA Design Groin : ISZ7Stockton Street, San Francisco, CA 9~I33 CIS 6I6-9900 P NOVEMBER 20, 2007 75'-0" ---- __ L_ 4 0 4 8 12 GRAPHIC SCALE 3/16" = 1 -0" L & I ~ 9 0 • Prepared for the San Francisco Ba Area Water TransitAuthoret • Pier 9 Suite III The Embarcadero, San Francesco, CA 94111 415 Z91-3377 > > ~ ~ Prepared b~~ROMADesegn Group: I527Stockton Street, San Francisco, CA 94133 4IS 616-900 ~ ~ NOVEMBER 20, 2007 VIEW LOOKING EAST South San Francisco Ferry Terminal -Oyster Point Marina Prepared for the San Fiancr'sco Bay' Area Water Transit Authority bJ~ ROMA Design Group rn assocration with Moffatt & Nr'chol NOVEMBER 20, 2007 I fi~ ~, y ~ ~ _ r 4 _... i. ~.. ~ ...~ i ', MI & I o ~ ® e Prepared for the Sari Francisco Ba ~ Area Water Transit Authorit r: Prer 9 Suite III The Embarcadero, San Francisco, CA 94III CIS 29I-3377 ~ ~ ~ ~ Prepared G~~ROMA Design Group: ISZ7Stockton Street, San Frar~asco, CA 9~I33 4I5 6I6-9900 ~ ~ NOVEMBER 20, 2007 GP,F~~PFIC SCALE ,, J„ _ _~„ ----_- TENSIONED FABRIC ROOF /.'- ,~ ~ ~~ /~ ~ ~IINi''6 ~, ,, / WEST - ;._ CLEAR GLAZING i - ~~~ OPERABLE f ~ %~ LOUVERS r `' CLEAR GLAZING EAST E.L. - TOP OE DECK - --- - VARIES: +10' 0" +13' 0" - - - '_ _ _ _ _ _ _ _ _`___. _ _ `HIGHEST OBSERVED ',,, - - - - +10.1 T - - - - ', I > > i ii .{ j i ~ MHNW _ _ / '' 0 4 GF'APHIC SCI-,LE I o e e Prepared for the San Francisco Bays Area 1~Uater Transr't AUthorlt ~; Piet- 9 Surte III The Embarcadero, San Francisco, CA 94111 415 Z9I-3377 Prepared byROMADesron Group.' IS27Stockton Street, Sane Francisco, CA 94133 415 616-9900 ~ ~ NOVEMBER 20, 2007 TOP OF STRUCTURF~ -30,_6. - t TENSIOf~ED ~`\ FABRIC ROOF-~ \~, n ~~~, ~, WEST ~- '' , n --- ---------- -- __ --------~, 9' -~ ,~, -, ~-- ---j ~ t Iii I~ C~,~ ~ l ~,_ _ __ ~~ ~ ~~, I ~ ~~ r <~~, 5 (1~ - ~=~ ~1 ~~ a~ ~ ~ r. n ~ ~i ; ~ ' FREEBOARD ~N ~ .r o° ~ ~ i i , ~ \, '~ ~, _ ~ I I I I ~ _ !. ~., FREEBOARD „ , 3D 0 L 42'-0" OVERALL WIDTH oREOc ~~ iz a.: io a° 4 0 4 8 F GPAPNIC SCALE /~,~ - r,. • o • Prepared for the San Francisco Ba ~ Area Water TransitAuthorit~ 6i~ROMA Desi n Grou in association with Moff tt &Nichol.• I527Stockton St., San Francisco, CA 94133 4IS 616-9900 f f, ~ p ~ ~ San Francisco Bay Area Dater Transit AUthorrt~~• Pier 9 Suite III The Embarcadero, San Franasco, CA 94111 NOVEMBER 20, 2007 EAST ~ / ~~ ,_ 4= r ~'~r~~'° ,;. ~ ~} .~ ~ ,. ~. « _ _ r~ 1, ~ t- - ~~ ~.~ ~ ,~; .~ - r a, 1~~ ~, .~ ,~ ` .. . ., ~ ~_ ~. .w_ ~ ,. ..~.: - }~ - ~. ~ - _ .- ~ a ~t.,~ - Kn,.. r ~ ~ ~~r.~ ~u¢... ~ . _ . ~~ ~ ` :. , ifs" :gym Ye ~' ~ !: 4~. e •. _~~q _ ,- _' _ _ ~ r , .. ~ m ,' . ~~ ! r ., t . ~, - ' r,` i v~ .. < ~, `N- r ~t_ 1 - ~.. w ~ c - < i ~ w G'. Sa ~.~ h y5 ^., c i ' E ~ v_,0. ~i r-~ au.:. .v k :: k. > y ,,..t a; 3 s v .. v ~. i .+t .~ ~, ' f ~ ~ ~~ } ~ . ~ ', ep ~ ~;f ..:..:.~ -, ',~3~yya... ~.w ,t - 'M ~ . .yv „_. ~ ~~~ VIEW LOOKING SOUTH-WEST South San Francisco Ferry Terminal -Oyster Point Marina Prepared for the San Franc~sm Bay Area Water Transit Authorit~~ bJ~ ROMA Design Group m associatron with Moffatt & Nichol NOVEMBER 20, ?007 --___-- - _.. _.~_.. ...y ,~ .~ ~.. .: ~ ,r ~ F r ~:~.- u.+ •..• ... ; .« _ ..,... w ._,- F F ~ _,y v-- _ { ` , .~ ~..__. p i J , . n ig r~J 11~ y ~ ~ ~' ti ~ p ~i aH ~ ._. ._ ~~ A_~.. ~. ~ ~. ~ a >t _ ~ ~~ r ~..~... ~ ~ z n , (~ t . .., w ~ ,. _ _ ,- .r i ! ;_ .. ;. :, ., ~ .. „, ..... p,5:;; ,..r r _.. _ r.-,-. ~y :~ ~ _ ~ .. ,~-,,. ~.- _ V .. ~~__ ~- , _. ~ ° _, fi i ~. __.. _.-., _ "_ /', _- f ~- /"^ ~ ., ,_ . ,,. .: n r' q VIEW LOOKING NORTH-WEST South San Francisco Ferry Terminal -Oyster Point Marina Preparedfor the San Francisco Bay Area Water Transr'tAuthority GyROMA Design Group in association with Moffatt & Nichol NOVEMBER 20, 2007 ~~ ~~ t ,, , ;; ,fit fi VIEW LOOKING NORTH-EAST South San Francisco Ferry Terminal -Oyster Point Marina Prepared for the San Francr'sco Bay Area Water Transit Authorr'ty by R OMA Design Group in associatr'on with Moffatt & Nichol NOVEMBER 20, 2-007 o r 1""•~ ~ v o~ \IFOR~1~ gaff ~? eport A Eli~A ITE # 12 DATE: January 9, 2008 TO: Honorable Mayor and City Council FROM: Malty Van Duyr1, Assistant City Manager SUBJECT: AN ORDINANCE AMENDING SECTION 20.40.070 OF THE SOUTH SAN FRANCISCO MUNICIPAL CODE TO ADOPT REGULATIONS FOR SIGNS AND DISPLAYS 1N THE GENENTECH R & D OVERLAY DISTRICT Applicant - Genentech Inc. Case Numbers - P07-0118: ZA07-0006 RECOMMENDATfON Staff recommends that the City Council waive reading and adopt an ordinance amending section 20.40.070 of the South San Francisco Municipal Code adopting regulations for signs and displays in the Genentech Research and Development Overlay District . BACKGROUND On September 20, 2007 the Planning Co111inission approved Genentech's application to install a "patient success stony" bai111er progra111 on the Genentech campus, subject to conditions of approval associated with a Type C `Special Circumstances' Sign Permit. The intent of Genentech's "patient success story" program is to motivate staff and provide examples of actual patients who have benefited fiom Genentech's products. The displays are a reminder to staff about the ilmpol-tance of their work. At the September 20, 2007 hearing, the Co1111111SS1011 apprOVed eight ba1111ers and a total of 13 possible ba1111er locations. The approved ballllers and baluler locations are predominantly located so they are inward facing to the campus and area 3M material that will be applied to existing windows on the buildings. The 3M material is transparent, allow111g llgllt 111 alld views out of building and pedestrian bridge windows. Genentecll's application also included three building mounted signs for Buildings 4, 20, and 36 (B4, B20 & B36). The required Findings of Approval for a Type C Sign pernit could not be made for these three signs. The lcey issue was `architectural integration'. There was also a concern about the possible precedent setting nature of allowing the three signs. Despite these issues, the Commission suppol-ted the three displays proposed for B4, B20, and B36. T11e Commission directed staff to prepare the appropriate documents to approve displays, such as those proposed for B4, B20, and B36 on the Genentech Campus. This application is the result of that effol-t. Staff Repol-t Subject: Genentech Overlay Text Amendment Date: January 9, 2008 Page 2 DISCUSSION On December 6, 2007, the Plal111ing Commission adopted a resolution reco111mending that the City Council approve Zoning Text Amendment ZA07-0006. The text amendment is attached to this Staff Report for reference and is included i11 the attached ordinance. Section 20.40.070 of the Genentech Research and Development Overlay District is proposed to be modified to add subsection (o) Signs and subsection (p) Displays. Subsection (o) Signs references the procedure to approve sigllage within the Genentech Overlay Zoning District. Subsection (p) Displays, references the 2006 Genentech Master Plan and notes that the `displays' are "intended for the direct benefit of Genentech Employees". The text amendment essentially sets out a process for Genentech to apply for sighs and displays within the Genentech Research and Development Overlay District (SSFMC Section 20.40). Six provisions have been drafted to provide staff and the Commission some direction when reviewing `displays' applications. ENVIIaONMENTAL DET]EI2MINATION The proposed amendment has been detei-lnined to be Categorically Exe111pt under the "General Rule [CEQA Section 15061 (b) (3)] section that CEQA applies only to projects that have the potential for causing a significant effect on the enviro111nent. The proposed amendment isprocess-oriented, requlnng additional levels of review (discretionary sigh peI-111its) for filture sighs and ba11l1er displays. Consequently, there is no possibility that the proposed amendment could have a significant effect on the envirolllnent. CONCLUSION The proposed text amendment ensures that a process is in place to consider various types of displays on the Genentech Campus. Based Oll dlrectl011 fl"0111 the P1a1111111g C01111111SSlon, staff recommends that the City Council adopt the proposed ordinance adopting text amendments to the Genentech R&D Overlay District Ordinance (application P07-Ol 18: ZA07-0006). By: Approved: ~ Malty Van Du aI M. Nagel Assistant City Manager City Manager MVD:SK:GHB:bla:pc Attachments: Planlllllg C0111111ISSIOII ReSOlutloll, dated Decelllber 6, 2007 Draft Ordinance SOLUTION O. PAliTl~l~G CO MISSIOl`T, CITY OF SOUT S F NCISCO STATE OF CALIFO IA WHEREAS, Chapter 20.40 of the South San Francisco Municipal Code establishes regulations and development standards for the Genentech R&D Overlay District; and WHEREAS, Chapter 20.40 does not provide any specific regulations for either "Signs" or "Displays," but section 20.40.070(a) indicates that regulations for such Signs and Displays should be applied on a facility-wide basis; and WHEREAS, the 2006 Genentech Ten Year Facilities Master Plan Update provides that the siting and size of Displays as part of Genentech's "patient success story program," intended for the benefit of Genentech employees, will be approved by the Planning Commission; and WHEREAS, at its regular meeting on September 20, 2007, the Planning Commission approved an application for some "patient success story" Displays and granted a Type C, "Special Circumstances" permit, while denying the application for three Displays that were more than just incidentally visible from the pubic right-of--way; and WHEREAS, the Planning Commission has expressed support for greater flexibility to approve Displays within the Genentech R&D Overlay District that may be more than incidentally visible from the public rights-of--way, provided that the Displays are otherwise consistent with the City's Municipal Code, including sign regulations, and the 2006 Genentech Master Plan Update. NOW, THEREFORE, the Planning Commission of the City of South San Francisco does hereby RESOLVE as follows: 1. Based on the entirety of the record, which includes, without limitation, the City of South San Francisco General Plan; the 2006 Genentech Master Plan Update; all reports and minutes prepared for the Planning Commission meeting of September 20, 2n007; all reports and 11111111te~ prepaled lol t~le Plaruling CG1111r11SSIG11 llleetlllg O1 Decenlber 6, 2007, the Planning Commission finds that the proposed amendment to Section 20.40.070, attached to this Resolution. as Exhibit A, is consistent with the City's General Plan, internally consistent with the City's Municipal Code, and consistent with the 2006 Genentech Master Plan Update. 2. The Planning Commission recommends that the City Council of the City of South San Francisco adopt an ordinance to amend section 20.40.070 of the South San Francisco Municipal Code to add the proposed language included as Exhibit A to this Resolution, to adopt regulations for Signs and Displays within the Genentech R&D Overlay District. BE IT FURTFIER RESOLVED that the Resolution shall become effective immediately upon its passage and adoption. ~ * ~ * ~ ~ ~ I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Planning Commission of t11e City of South San Francisco at the regular meeting held on the day of , 2007 by the following vote: AYES: NOES: ABSTENTIONS ABSENT: ATTEST: Susy Kalkin Secretary to the Planning Commission City of South San Francisco 1034223.1. Exhibit A Proposed Municipal Code Amendanent Regarding Signs and ]Displays Within the Genentech ~ ®verlay District G INANCE N®. CITY CUNCIL, CITY ®F S®UTH SAN F NCISCG STATE ®F CALIFG IA AN ® INANCE ®F THE CITY C®ITNCIL GF T CITY GF SGUT>~I SAN FRANCISC® AMENDING SECTI®N 20.40.070 OF THE S®T SAN FI2ANCISCG MUNICIPAL C~3DE Td ADOPT GULATINS F~JIZ SIGNS AND DISPLAYS IN T E GENTEC ~i D GVE AY DIST CT WHEREAS, Chapter 20.40 of the South San Francisco Municipal Code establishes regulations and development standards for the Genentech R&D Overlay District; and VTHEREAS, Chapter 20.40 does not currently provide any specific regulations for either "Signs" or "Displays," but section 20.40.070(a) indicates that regulations for such Signs and Displays should be applied on a facility-wide basis; and WHEREAS, the 2006 Genentech Ten Year Facilities Master Plan Update provides that the siting and size of Displays as part of Genentech's "patient success story program," intended for the benefit of Genentech employees, will be approved by the Planning Commission; and WHEREAS, the proposed amendments would provide the Planning Commission with greater flexibility to approve Displays within the Genentech R&D Overlay District that may be more than incidentally visible from the public rights-of--way, provided that the Displays are otherwise consistent with the City's Municipal Code, including sign regulations, and the 2006 Genentech Master Plan Update; and WHEREAS, the proposed amendments have been determined to be "Categorically Exempt" under the "General Rule" (CEQA Section 15061 (b) (3)) that CEQA applies only to projects that have the potential for causing a significant effect on the environment; and WHEREAS, at its duly noticed regular meeting of December 6, 2007, the Planning Commission adopted a resolution recommending that the City Council adopt the proposed amendments to Municipal Code section 20.40.070; and WHEREAS, on January 9, 2008, the City Council of the City of South San Francisco held a duly noticed public hearing on the proposed amendments; and WHEREAS, the findings and determinations contained herein are based on all competent and substantial evidence in the record, both oral and written, contained in the entire record relating to the project. The findings and dete~iiiinatioils collsti~ute tl~e independent findings and determinations of the City Council and are supported by substantial evidence in the record, including without limitation, the City of South San Francisco General Plan; the 2006 Genentech Master Plan Update; all reports and minutes prepared for the Planning Commission meeting of September 20, 2007; all reports and minutes prepared for the Planning Commission meeting of December 6, 2007; all reports and minutes prepared for the City Council meeting of January 9, 2008. NOW, THEREFORE, the City Council of the City of South San Francisco does hereby ORDAIN as follows: SECTION 1. AMENDMENTS The City Council hereby amends section 070 of Chapter 40 of Title 20 of the South San Francisco Municipal Code to add the following subsections (o) and (p): (o) Signs. (l) Proposed signage shall comply with the design standards and requirements described in chapter 20.39, and the regulations and permit procedures described in chapters 20.76 and 20.86. (p) Displays (1) "Displays," as described in section A.8-4 of the 2006 Genentech Facilities Ten-Year Master Plan Update, as it may be amended from time to time, which are intended for the direct benefit of Genentech employees, shall be reviewed and approved by the Planning Commission in accordance with chapters 20.76 and 20.86. (2) In recognition of the unique nature and location of the Genentech campus facilities, Displays that would require a Type "C" sign permit, but for which the findings described in section 20.86.060 cannot be made, may nonetheless be approved or conditionally approved at the discretion of the Planting Commission, in limited circumstances, provided that: (i) An application for the Display(s) is otherwise consistent with chapters 20.76 and 20.86; (ii} The proposed Display(s) are consistent with the objectives described in section A.8-4 of the 2006 Genentech Facilities Ten-Year Master Plan Update, as it may be amended from time to time; (iii) To the extent reasonably possible under the circumstances, the proposed Display(s) have been architecturally integrated with the buildings to which they are attached, based on characteristics such as scale relationships, color, materials, and graphic style, or otherwise enhance the facade of the buildings to which they are attached; (IV) To the extent reasonably possible under the circumstances, any separate structure or apparatus required to attach the Display(s) to buildings has been disguised or hidden; (v) Where feasible, the Display(s) have been oriented toward the campus and not a public area, including public rights-of--way and public open space; and (vi) No more than one such Display in each Genentech Campus neighborhood, as described in the 2006 Genentech Facilities Ten-Year Master Plan Update as it may be amended from time to time, may be erected pursuant to this section 20.40.070(p) at any one time. SECTION 2. SEVERABILITY If any provision of this ordinance or the application thereof to any person or circumstance is held invalid, the remainder of this ordinance, including the application of such part or provision to other persons or circumstances shall not be affected thereby and shall continue in full force and effect. To this end, provisions of this ordinance are severable. The City Council of the City of South San Francisco hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause, or phrase hereof irrespective of the fact that any one or snore sections, subsections, subdivisions, paragraphs, sentences, clauses, or phrases be held unconstitutional, invalid, or unenforceable. SECTION 3. PUBLICATION AND EFFECTIVE DATE This Ordinance shall be published once, with the names of those City Councilmembers voting for or against it, in the San Mateo Times, a newspaper of general circulation in the City of South San Francisco, as required by law, and shall become effective thirty (30) days from and after its adoption. ~ * ~ ~ ~: Introduced and adopted at a regular meeting of the City Council of the City of South San Francisco, held the day of , 2008. Adopted as an Ordinance of the City of South San Francisco at a regular meeting of the City Council held the day of , 2008 by the following vote: AYES: NOES ABSTAIN: ABSENT: As Mayor of the City of South San Francisco, I do hereby approve the foregoing Ordinance this day of __ , 2008. Pedro Gonzalez, Mayor ~'ta~~ ~~~~r~ DATE: January 9, 2008 TO: Honorable Mayor and City Coulzcil FROM: Marty Van Duyn, Assistant City Manager AGED ~1 E # ~ SUBJECT: 43 5 GRAND AVENUE APPEAL -CONSIDERATION OF AN APPEAL OF THE PLANNING COMMISSION'S DECISION UPHOLDING THE CHIEF PLANNER'S DETERMINATION TO DISALLOW AN OUTPATIENT MEDICAL SURGERY CENTER AT 43 5 GRAND AVENUE IN ACCORDANCE WITH SSFMC CHAPTER 20.90. Owner/Applicant: Site Address: Case No. ~CG1V.11~~NDATI~N John. Perna 43 5 Grand Avenue P07-0093/AP07-0002 It is recommended that the City Council adopt the attached resolution affirming the decision of the Planning Commission to uphold the Chief Planner's determination to disallow an outpatient medical surgery center at 435 Grand Avenue due to inconsistency with the General Plan. BACKGROUND/DISCUSSION In August 2007, Planr~lg staff had initial discussions with representatives of Access Properties who were interested in occupying the entire tluee story building at 435 Grand Avenue with an outpatient vascular access surgical center. The ground floor space was most recently occupied by a real estate office. At that time the applicants and property owner, Jolu1 Perna, were advised that the proposed use could not be approved on the first floor of the building based on inconsistency with General Plan goals and policies. Access Properties subsequently appealed this decision to the Plasu~ing Commission who upheld the decision 5-1-1 (absent) alld denied the appeal. The property owner has now filed an appeal of the Planning Commission's decision to the City Council, as provided for under South San Francisco Muzucipal Code Chapter 20.90. The principal issues outlined in the appeal are: 1) that "medical service'' uses are listed as permitted in the Zoning Ordinance, and there are several medical offices occupying ground floor space in the Downtown Commercial Zone; 2) that staff and the Planning Commission did not appose the use on other than the first floor, but state law requires ground floor access for such use; and, 3) that there is a large vacancy rate of ground floor space in the area and he should be permitted to lease his office building for any type of office use. Staff Report Subject: 43 5 GRAND AVENUE APPEAL, P07-0093: AP07-0003 Page 2 While the City's Zoning Ordinance does allow medical service uses in the Downtown Commercial District the City's General Plan goals and policies and Redevelopment Plan objectives provide more concise direction: General Plan 3.1-G-1 Promote Downtown's vitality and economic well-being, and its presence as the city's center. 3.1-G-2 Encourage development of Downtown as apedestrian-friendly mixed-use activity center with retail and visitor-oriented uses, business and personal services, government and professional offices, civic uses, and a variety of residential types and densities. 3.1-I-1 Maintain land uses and development intensities in Downtown in accordance with Table 3.1-2 Table 3.1-2 Retail/Eating Establishments are required on the first floor witlv.~.1 the Downtow~l Conunercial District. [Footnote 1: The Municipal Code may allow with a use permit non-residential service-oriented establislunents (such as banks, travel agencies, and real estate offices) on the first floor.] Redevelopment Plan - To expand the retail component of the Dovv~ltov~m, providing diversification of offerings and encouraging major outlets as a draw to new shoppers. - To promote the area as the financial hub, encouraging existing institutions to expand both physically and with related services. - To create a pedestrian environment to encourage multiple stops by visitors and more frequent visits to Downtown. The General Plan allows for a uTide variety of commercial, office and residential uses on upper floors. However, it re wires that ground floor space be used principally for retail and restaurant space, allowing only for "service-oriented establislunents (such as bal~l~s, travel agencies, and real estate offices)", and only subject to approval of a use permit. Tlus is intended to support the clear goals of both the General Plan and Redevelopment Plan to promote downtown's vitality and economic well- being by expanding the retail components of the area, promoting the area as a financial hub and creating a pedestrian environlx~ent to encourage multiple stops by visitors as well as more frequent visits in general The Planning Com~mmission held that the subject use, a surgical center with ail average stay of six hours per patient, is clearly not "service-oriented" as referenced in the plan, as it does not fulfill the objective that such office use would reasonably be expected to contribute to the commercial vitalit3~ of the area by generating the potential for multiple stops within the area. The appeal letter cites several locations where medical uses occupy ground floor space, including the Wall Medical Center at 455 Grand, the City owned medical building at the northeast corner of Spruce and Grand and another medical building at the southwest corner of the same intersection. These facilities were all established well before enactment of the current Zoning, General Plan or Redevelopment Plan provisions, and are therefore considered legally established nonconfozmi.ng uses. Staff Report Subject: 435 GRAND AVENUE APPEAL, P07-0093: AP07-0003 Page 3 Both staff and the Planning Commission indicated a willingness to work with the building owner and tenant on pel7nitting the use on other than the ground floor but were advised that building code exiting requirements necessitate this type of tenancy have direct access to the street level. As an accommodation, the Planning Commission supported reconfiguring the building facade, which currently consists of a recessed side entry off a small coul-tyard with only a large window facing Grand Avenue, to a true conunercial storefront system along Grand Avenue, allowi~zg the additional ground floor area behind the Grand Avenue commercial space to be utilized for the medical use. However, the applicant has chosen not to pursue this option. CONCLUSION The Planning Commission affirmed that the General Plan is clear i11 its intent that ground floor commercial space within the Downtown core be utilized by businesses that will contribute to the commercial vitality of the area, and that the proposed use would be in conflict with that requirement. Therefore, staff recommends that the City Council uphold the decision of the Planning Commission and deny the appeal. r ~~ ~ (' , 1 By; rove Marty Van Duyn Assista t ity Manager M. Na 1, City Manager Attaclunent: Resolution Letter of Appeal Plazuling Commission Staff Report dated 10-18-07 RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO STATE OF CALIFORNIA A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO AFFIRMING THE DECISION OF THE SOUTH SAN FRANCISCO PLANNING COMMISSION WHICH AFFIRMED THE CHIEF PLANNER'S DETERMINATION TO DISALLOW AN OUTPATIENT MEDICAL SURGERY CENTER ON THE FIRST FLOOR AT 435 GRAND AVENUE WHEREAS, Access Properties (the prospective tenant) and Jol1n Penna (the property owner) have appealed the decision of the Planning Commission which affirmed the decision of the Cliief Planner who had previously determined that the proposed ground floor use of the property at 43 5 for an outpatient vascular access surgical center was inconsistent with the South San Francisco General Plan; and WHEREAS, the entirety of the record includes, Wlthollt 11II11tat1011, the General Plan, the South San Francisco Municipal Code, the City Council staff report dated January 9, 2008, the Planning Commission staff report, the testimony provided to the Planning Commission and the City Council, the minutes from the Planning Commission meeting and the appeal documents filed by the applicant and property owner. WHEREAS, the recommended decision will not have any significant environmental effect as detenlzined pursuant to the California Environmental Quality Act NOW, THEREFORE, the City Council of the City of South San Francisco does hereby RESOLVE as follows: The City Council hereby affirms the Plaluling Commission's and the Chief Planner's determination that the proposed ground floor use of 435 Grand Avenue for outpatient medical surgery center is disallowed pursuant to the City's General Plan (specifically 3.1-I-1 and Table 3.1-2) and is also inconsistent with the applicable redevelopment plan goals. The following General Plan Goals and Policies support this determination General Plan 3.1-G-1 Promote Downtown's vitality and economic well-being, and its presence as the city's center. 3.1-G-2 Encourage development of Downtown as a pedestrian-friendly mixed-use activity center with retail and visitor-oriented uses, business and personal services, govenlnlent and professional offices, civic uses, and a variety of residential types and densities. 3.1-I-1 Maintain land uses and development intensities in Downtown in accordance with Table 3.1-2 Table 3.1-2 Detail/Eating Establishments are required on the first floor within the Downtown Commercial District. [Footliote l: The Municipal Code may allow with a use permit non-residential service-oriented establisl1me11ts (such as banks, travel agencies, and real estate offices) on the first floor.] In addition, the Downtown Central Redevelopment PIar1 Goals include: - To expand the retail component of the Downtown, providing diversification of offerings and encouraging major outlets as a draw to new shoppers. - To promote the area as the financial hub, encouraging existing Instltutlons to expand both physically and with related services. - To create a pedestrian environment to encourage multiple stops by visitors and more frequent visits to Downtown. a: ~: ~ ~ ~ :~ ~= I hereby certify that t11e foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at the regular meeting Held on the day of , 2008 by the following vote: AYES NOES: .ABSTENTIONS ABSENT: Attest: City Clerk 1045722 . 1 .C O 1~ SOU 1.Q 17.L'il V .l.` .Ll.L-S.l ~ C~ C O t Planning Division 315 Il~aple Avenue, South San Francisco,, CA 94080* (650) 877-8535 APPLICATION FOR APPEAL Applicants who wish to file an appeal of a decision of the Chief Planner or the Plaz~.Zg Commission, or a Design Review decision, shall submit the following (a letter or additional sheets may also be submitted): 1 What, specifically, is being appealed? Case No: P07-0093 /AP07-0002 Decision of the Planning Commission to uphold the City Planner's determination to disallow medical office use as outpatient vascular access medical surgery center due to~inconsistency with the general plan in accord- ance with the SSFMC Chapter 20®9d 2 What is the basis of your appeal? Include facts to support your appeal .and all pertinent information. The use for medical is consistent with the general plan and zoning ordinance. 435 Grand Avenue .was built as an office building much as the Wall MecYical Center at 455 Grand, as well as the City owned medical building at 472 Grand, and 225 Spruce on the corner of Grand, also a multiple medical building. These buildings all have medical use on.the ground floor. The existing zoning allows for medical 3 If you as.-e the original applicant, submit thirty-five (35} reduced copies (8 1/2" x 11. ") of all exhibits (maps, plans, elevations, etc) which were submitted with the original application. 4 Filing fee -See Fee Schedule Dame: John R. Penny .,~ " i nature Mailing .A.ddress: 435 Grand Avenue, Suite C South San Francisco, CA 94080 Phone No. (650) 588-21 1 3 .. Date Mailing Address : P.O. Box 711, South San Francisco, CA 94083 Application for Appeal P07-0093/ AP07-0002 Page Two office use 20.2b.020(b). 435 Grand is an office building that would continue to be used as an office building with a medical occupant as a commercial use type. The Chief Planner would allow the use on the second floor, but not the first which is inconsistent with allowing an existing office use on the ground floor. The uses as allowed by zol-Ling includes medical services wl-Li.ch as defined by 20.06.170M(j) means "as relating to the practice of medicv.Ze and medical services," which is now taking place in the 400 block of Grand Avenue. The Chief Planner agrees with the use in this zoned area providTllg it be located on t11e second floor. State law however does not allow the use on the second floor due to access requirements. The use must be on the ground floor. A hospital is defiszed 20.06.12H(g) as "an institution that provides for a number of various medical practices such as medical, surgical, pharmaceutical, psychiatric, extended stay and care and treatment for the sick or injured." The use proposed for lny building is a medical use, not a hospital use. It is a use similar to oral surgery or plastic surgery where an individual has to be anesthetized but is released within a few hours after recovery. The use is consistent wit11 the general plan in that it provides a needed service to the area (which comment was also made by a planning coiru~nissioner that voted to uphold the planner's decision) and contributes to the vitality of the downtown area. As the planner pointed out, it is a use that should be in the City. Furthermore, there are a number of other medical office buildngs that were built as retail store fronts. Tl1ey are located at 443 Grand u7hich is 3 buildings away, 473 Grand which is 6 buildings away, 481 Grand, 500 Grand and 502 Grand. By not allowing 435 Grand, which was built as an office building to conti.~.lue to be used entirely as an office building as it now is being used, is in effect proceeding with an inverse conde~suzation of the property. Because the building is narrow and long, having climension of 25' wide by 140' long with a concrete sheer wall, interior stairwell for emergency exit and restroolns that are all building code requirements uz the center of the building, this building could never have retail on the ground floor. The use as a medical office building on all floors is in keeping with the general plan to provide vitality and diversity to downtown. The use would be encouraging people to come to downtown that normally would not. Once here they can observe what is offered and decide what shop for. To not allow a vascular medical facility on the ground floor is a form of discriu-1i~.lation. Ground floor offices bring clientele to a commercial area. All thriving commercial locations have ground floor offices. Vitality in a commercial district requires occupancy. Presently there is over 130,000 square feet of vacancy within the downtown core area on the ground floor, including the So~ath City Ford site. The vacancy factor is v4Torsening, not improving. If I cannot use the ground floor of 435 Grand as office space iz1 general, my building will become vacant with no possibility of being rented. The general plan today is outdated and inconsistent. Application for Appeal P07-0093/ AP07-0002 Page Three When passed in 1999 a new zoning code was to follo~~T shortly thereafter. That was never done. VVe are still working with a zonizlg code that was approved 1111985. Since the passage of the general plan in 1999 the city has changed. The zoning for downtown is inconsistent with the general plan in that it ilzcludes uses that add vitality to the area but the existing general plan is 11ot consistent with the encouragement of vitality. I respectfully request that the City Council overturn the decision of the plalv.-Ling commission and allow 435 Grand to continue to be used as an office building on all floors as provided by the general plan, including the vascular medical surgery center. ®~ DATE: October 18, 2007 TO: Planning Commission SUBJECT: 435 Grand .A.venue Appeal -Appeal of the Chief Plaauler's determination to disallow an outpatient medical surgery center at 43 5 Grand Avenue due' to inconsistency with the General Plan, in accordance with SSFMC chapter 20.90. Owner: Applicant: Site Address: Case No. REC®MMEI~IDATION John Penna Access Properties/Cynthia Johnson 43 5 Grand Avenue P07-0093/AP07-0002 It is recommended that the Plaauzing Commission uphold the Chief Planner's decision and deny the appeal. BACKGROUND /DISCUSSION The applicant, Access Properties, is interested in occupying a building afi 435 Grand Avenue, in the Downtown Commercial Zone, for use as an outpatient vascular access surgery center. The ground floor space was most recently occupied by a real estate office. Staff has advised both the property owner and applicant that such use cannot be permitted on the ground floor of the building due to inconsistencies with the goals and policies of the City's General Plan. (See attached correspondence between applicant and staff.) The applicant leas submitted a letter appealing this determi~lation. The City's General Plan requires that ground floor space be used principally for retail and restaurant space, but allows for "service-oriented establisluments (such as banks, travel agencies, and real estate offices)", subject to approval of a use permit. This is intended to support the clear goals of both the General Plan and Redevelopment Plan to promote downtown's vitality and economic well-being by expanding the retail components of the area, promoting the area as a financial hub and creating a pedestrian environment to encourage multiple stops by visitors as well as more frequellt VISItS in general. The subject use, most closely categorized in the Zoning Ordinance as "hospital services", is clearly not "service-oriented" as referenced in the plan, as it does not fulfill the objective that such office use would reasonably be expected to contribute to the commercial vitality of the area by generating the potential for multiple stops within the area. Staff has indicated a willingness to work with the tenant on permitting the use on other than the ground floor but has been advised that building code exiting requirements necessitate this type of Staff Report RE: 435 Grand Avenue Appeal (P07-0093) Date: October 18, 2007 Page 2 tenancy Dave direct access to the street level. Likewise, staff would be happy to work with the applicant in identifying other sites outside the Downtown core that might be more appropriate for the facility. CONCLUSION Staff is of the opinion that the General Plan is clear in its intent that ground floor commercial space within the Downtown core be utilized by businesses that will contribute to the ~com~nercial vitality of the area, and that the proposed use would be in conflict with that requirement. Therefore, staff reconunends that the Plaruung Commission uphold the decision of the Cluef Planner and deny the appeal ~~ By: ." usy K in Chief Planner ATTACl11VIENTS: Letter dated July 30, 2007 from Access Properties, LLC Letter dated August 6, 2007 from staff to Access Properties Appeal letter dated September 8, 2007 July 30, 2007 ~Vis. S~asy Kalkins, City Planner City of South San Francisco P.O. Box 711 South San Francisco, CA 94080 Dear Ms. Kalkins: ~„• Mp ~~~~4 ®~~ 2oa, We are sending you this fetter to clarify the intended use for the ground floor office building at~435. Grand Avenue, owned by John Penns and currently leased to RE/MAX Dolphin Real Estate as a real estate office. The intended ease is medical office surgical suites which is a service type of use. There are presently .sevpr~~l ether medical office tope uses in the same block including the office building owned by the City of South San Francisco on the corner of Grand and Spruce, the medical building on each corner of Grand and Spruce, and the Wall Medics( Building. The business at 435 Grand Avenue is an outpatient vascular access surgery center. The center will be providing various minor surgeries qn patients' blood vessels. The surgical procedures are rather minor. Patients will arrive and depart the same. day, staying at the center usually about 6 hours. Wf~ anticipate that we will be performing about 4 procedures per day, Monday -Friday. Cur hours. of operation will be from 7:00 a.m. until ~oQUt 6:00 p.rn. In the future, we plan to add other €ypes of minor surgical procedures. However, our hours of operation will rerr~ain very much the carne. The' number of patients we can treat at any given time is limited by the number of operating roon~:~ of which there will be 2. Thus, the increase in number of patients treated on any given day sho,.~ld not increase significantly: perhaps from 4 to 8. Cur company, Peninsula Dialysis Access, LLC comprises a group of 6 physicians currently practicing in the area. PDA has been formed for the specific purpose of owning, operating, and managing this medical center. Before the business goes any further in drawing plans to remodel the interior space including a sprinkler system and interior elevator, we need to know if the use is classified as medical services which we understand is allowed in the DC District with offices allowed on the ground floor as is the existing use without the need for any additional onsite parking. The building covers 100% of tf1~ i0i. I hopE; the above information is sufficient in order to give us an answer, but if not, please let us know whatever you need and we will provide it. You can reach us at 714.404.6855. Time is of the essence. We would appreciate an answer within the next 2 weeks. Thank you far your prompt assistance with and attention to this matter. Sincerely, 1F Cynthia Ja~risen ~~EC 864 Z~'ac~~and~,~t~°ee~ Orange, ~ 92869 ~'fi: X14.404.6855 ~'a,.~ T14.464.4450 ~O~' H U ~'``Y ~n ran n O ~~IFC}R~~ DEPARTMENT OF ECONOMIC AND COMMUNITY DEVELOPMENT PANNING DIVISION (650) 877-8535 FAX (650) 829-6639 August 6, 2007 Cynthia Jansen 864 Woodland Street Orange, CA 92869 RE: 43 5 Grand Avenue Ms. Jansen, TY COUNCIL 2007 RICHARD A. GARBARINO, MAYOR PEDRO GONZALEZ, VICE MAYOR MARK N. ADDIEGO, COUNCILMEMBER JOSEPH A. FERNEKES, COUNCILMEMBER KARYL MATSUMOTO, COUNCILMEMBER BARRY M. NAGEL, CITY MANAGER Th1s letter is a follow-up to your letter of August 2, 2007 regarding the use of the ground floor of 435 Grand Avenue as an outpatient medical surgery center. The property is designated in the South San Francisco [SSF] General Plan Land Use Element as Downtown Commercial and is shown of the SSF Zoning Map as Downtown Commercial [D-C]. In brief, the General Plan's Downtown goals and policies reserve the ground floor of properties along Grand Avenue to be used for retail and restaurant businesses, but not other uses such as medical uses (with the exception of a limited number of banks, travel agencies and real estate offices subject to a Use Permit approved by the Planning Commission). As stated in our previous letter to Mr. Harden, out-patient medical surgery centers are not specifically identified in the SSF Zoning Ordinance. Based on your expanded description, the intended use appears more akin to "Hospital Services" [SSFMC Section 20.06.120(g)], rather than "Medical Services". While "Hospital Services" are allowed in the D-C District [SSFMC Section 20.26.030(b)], subject to a Use Permit approved by the Planning Commission, the General Plan does not allow such uses on the ground floor. The existing ground floor real estate office was pre-existing to the adoption of the General Plan in 1999 and is "grandfathered" -meaning that the office use may continue as long as it is re- occupied within a year; after a year the use could continue subject to either an approved extension or a Use Permit by the Planning Commission. Should you be interested in reviewing these policies and limitations, both the City's General Plan and SSFMC, including the Zoning Ordinance, are available on-line at the City's website at www.ssf.net under the Planning Division heading. If you have any questions, please do not hesitate to-call me directly at (650) 877-85.35. August 6, 2,007 Subject: 435 Grand Avenue Page 2 of 2 Sincerely, Sus3~ Kallci~C ' of Planner recess L - ~pertie~ _.;G September 8, 2007 Susy Kallcin Cliief Planner City of South San Francisco P.O. Box 711 South San Francisco, CA 94083 R.e. 435 Grand Avenu.a Dear Ms. Kall~in: C.~ , .E. . ~ a zo~~ ~~~ This letter is to request an appeal to your decision as stated in your August 6 letter regarding our plans for this property. I understand there is a City Council meeting on the 20~'' of tlus~mol1t11. May otu appeal be put on the agenda for that meeting? I am enclosing the required $200 fee for filing the appeal. Please feel free to contact n1e using the ~~hol~e/fax shown below or at ~-_~ar1CVl1. L~Va~i0o.C0I11. ~ ~ ~ . Thanlr. you .for your assistance ul this matter. Regards, yntl>ia Jansen CEO 864 ~it~'oon~Str~et C}ran~~, ~ 92~~9 <l'~: 714.4(J4. BSS Fa,~; T14.464.4450 ~\\' I' ' O f'1 cr1 T~T~_ P,~ -- o c~~IFOR~~'~ ~ -. ~ ~ ~~ °~~ ~:- -~~ ~ ~~. ~,~.~~ DATE: January 9, 2007 f'~`~ ~ AG'E.I~A ITEM # 14 TO: Honorable Mayor and City Council FROM: Marty Van Duyn, Assistant City Manager SUBJECT: Five Year Consolidated Plan and One Year Actiozl Plan for the Community Development Bloclc Grant Program ~~ 1 VI I iJ I~ t I~~. T I I~ t e It is reeo mended that City Council hear pnblic testi ony on the City°s housing and community dcvclopYnent needs fo~° the Five Yca~ {2008 - 2012) Consolidated Plan and ®nc 'dear {200-2009) Action Plan. ACI~GI~~TI~TL~/I)ISCIJ~~II`~: The purpose of this Public Hearing is to obtain citizens' views on housing and community development needs for the Five Year (2008- 2012) Consolidated Plan and One Year (2008-2009) Action Plan. Although the primazy puz-pose for this public hearing is to obtain public input on the Commulllty' S development needs, 110z1proflt OrganzzatzOrlS Seeking Coz11n1llnlty DeVelopmellt Block Grant (CDBG} funds may znalce a brief presentation to Council regarding their projects. The City Council may take this opportunity to ask t11e agencies questions regarding their proposed activities and to give direction to the Council CDBG Subcommittee on priorities for recommending grant awards. This step is crucial in light of reduced CDBG funding and the Department of Housing and Urban Development's request to make larger grants to fewer agencies as discussed in the memo to the City Council on 1`~ovember 6, 2007. Federal legislation requires citizen participation in all phases of the development of a locality's CDBG Program. Accordingly, two public hearings have been scheduled, the first, scheduled for January 9, 2008, is to obtain citizens' views of coz~nunity needs and the second, planned for April 9, 2008, is to adopt the City's Five Year Consolidated Plan and 2008-2009 Action Plan and make final allocations for CD$G funding. This public hearing was announced in the San Mateo Times on December 29, 2007. CD$G applications were distributed to the City's standard Matt Keport Subject: Conu~rzunity Development Block Grant Program Page No 2 mailing list and to all corninunity organizations that expressed an interest. Additionally, an invitation to submit proposals was published in the San Mateo Times on December 29, 2007, pursuant to federal legislation and the City's adopted Citizen Participation Plan. Requests for Grants are due by Fcbrua~y 1, 2008. The Cite has not received notification from the Department of Housing and Urban Development (IUD) regarding its Community Development Block Grant entitlement for fiscal year 200&- 2009. The City estimates an Entitlement of $616,661 for 2008-09. The city also anticipates $50,000 to $100,000 in program income. ~~}l~S~L~ ATE PEA1~1~1~T~ P ~~ESS: The U.S. Department of Housing and Urban Development requires local jurisdictions to prepare a Five Year Consolidated FIousing, Economic and Community Development Plan, and a Cne Year Action Plan, in order to receive funds through the Community Development Block C7rant and HOME Investment partnership. The City of South San Francisco is a participating jurisdiction in the San Mateo County FI®ME Consortium and as such submits its federal application as part if that Conso~~tium. However; the City prepares its awn Five Year Consolidated Plan and One Year Action Plan. The Consolidated Plan is prepared only once for a period of f ve years, in this case for fiscal years 2008 - 2012, which outlines general funding guidelines based on current trends, conditions and identified corn~nunity needs determined by the City to be a priority. Each year of the Five Year Plan, the city is also required to prepare a one Year Action Plan identifying specific goals and objectives for the year and identifying aII projects which are allocated CDBG funding for that fiscal year. Federal Department of Dousing and Conununity Development Programs have three basic goals: ~. 'To assist extremely low, very low ~r~d low income persons by providing decent and affordable housing; 2. To provide these persons with ~. suitablc living environ ent; and 3. To expand their economic oppo~~tuniti~s. The City's Consolidated Plan furthers these goals by assessing housing and community development needs and resources and by describing priority actions, projects and programs to be initiated and/or completed during each fiscal year of the consolidated Five Year Plan. Listed below are the adopted goals for the 2003-2007 Consolidated Plan. These goals have proven to be sufficiently broad as to provide room to accommodate any new activities which the City has sponsored with CDBG funding. It is proposed that the goals and priorities previously established remain in place for the term of the next Consolidated Plan dated 2008-2012. Further, these goals have been reviewed with the Redevelopment Agency's Implementation Plan and the City's Housing Element in mind to ensure consistency between the documents and between City- 5fatf Report Subject: Conununit~T Development Block CTrant Program Page No 3 sponsored housing and community development programs. They are as follows: ®us~n~ P~~or~tges Tluee main priorities exist in the housing category, not in order of importance, which include the following goals and specific types of programs: 1°~on-®usin~ Priorities Three main priorities exist in the non-housing category, not in order of importance, which include the following goals and specific types of programs: Staff Report Subject: Community Development Block Grant Program Page No ~ This priority is met with the City's fielding improvements to public facilities and through its accessibility modifications program which improves access to City buildings and parrs and recreational facilities citywide. As indicated, staff recommends that the existing priorities be kept in place for the term of the next Consolidated Plan as they have served City residents well in prior years and it is believed they will continue to provide the basis for futLUe funding in a comprehensive manner to meet the overall objectives of the Co1111nunity Development B1oclc Grant Program. This is City Council's opportu~lity to provide direction to staff regarding the existing Consolidated Plan priorities and direction to the Council CDBG Subcommittee on funding priorities for the 2008-09 CDBG grants to nonprofit agencies. Econo lc and Social '~~~cnds According to March 2007 statistics from the County of San Mateo, the price to rent a home has increased nearly 1 U% from the previous year. The cost of purchasing a home or condonliniu111 has risen since Last year to around 3% to an average of $1,121,021 far a home and $606,210 for a COndol1111llu111. Wlth hlgher prlceS fOr 110Lising, gas and other goods, the needs of our community are increasing on many levels. The Community Development Block Grant supports non-profits actively working to abate the crucial needs of low income South San Francisco residents. By identifying the pel-tinent needs of the community through a public hearing, the City Council will have the opportL2nity to gain a better understanding of the community's opinion on the most pressing issues facing the populace. I~edevelo~~nen~ and ~ Funds The activities of the Redevelopment Agency and the HOME Funds complement the CDBG program by providing additional fiscal resources to help meet the established goals and priorities of the City of Sout11 San Francisco. Some of the programs suppozted with these funds include the support of local homeless shelters and programs and support for fair housing. ~P FB'I' T' I.,~~A'~'Il~ ~R~~FSS: The City Council's CDBG Subcommittee will meet in mid- to late February, to review applications and prepare preliminary funding recommendations to be presented to City Council at the Apri19, 2008 public 1learing. Although not required by HlJD, the City Council may schedule a meeting in March to review the CDBG Subcommittee's grant recommendation prior to the final public hearing. At the April 9 meeting, City Council will adopt the Annual Plan and approve the final funding allocations for the CDBG Program and for the HOME and Redevelopment funds desigzlated as part of the CDBG budget. Matt Keport S uej ect: Community Development Block Grant Program Page No 5 ~1Tt~ ~T~A ~T~l~ ~l~t: Each year the City is required to submit a One Year Action Plan to HUD that includes all CDBG a11d housing related activities. This Action Plan outlines the City's goals for the coming flscal year and includes the CDBG funding allocations determined by Council. The City is required to hold public hearings on the One Year Action Plan. Because the City is part of the County Consortium, the City submits its Action Plan along with San Mateo County. The County's deadline is May 1, 2008. C~N~LITSI~I~I® It is recommended that City Council hear public testimony on the City's 1lousing and community development needs for the Five Year (2008 - 2012) Consolidated P1a11 and One Year (2008- 2009) Action Plan. Based on public testimony, the City Council Inay also provide the CDBG Subconllnittee wit11 direction on fuz1di11g priorities for grant awards to 1lonprofit agencies in 2008-09. Fu1-tllermore, It 1s recommended that the exlsting priorities for the Consolidated Five Year Plan be kept in place as they Have served the community in a comprehensive mallner. Consolidated Plan and One Year Action Plan are due to San Mateo County by May 1, 2008 and to I~[UD by May 15, 2008. All funds allocated by City CoLZncil on April 9, 2008 will be incorporated into the CDBG budget for fiscal year 2008-2009. P I r I F ~ d,~ y; Marty Van Duyn, ~ ~~ j M. Nagel Assistant City Manager City Manager MVD:NF:JEA ~~ AGED A IT # I S r , a ~ .. ~.. DATE: January 9, 2008 TO: Honorable Mayor and City Council FROM: Malty Van Duyn, Assistant City Manager SUBJECT: HEARING AND ADOPTION OF RESOLUTION REJECTING ALL ALTERNATE LANDSCAPING BIDS FOR THE ORANGE NLEMORIAL PARK RECREATION BUILDING PROJECT, DECLARING THAT THE WORD CAN BE DONE MORE ECONOMICALLY BY CITY STAFF, AND DIRECTING CITY STAFF TO PERFORM SAID WORK C C. ~ 1V I 1VV1 E 1 ` ~ 1 ~ r~ ' T I ~ I ~ It is recommended that the City Council hold a hearing and adopt a resolution by at least a four-fifths vote formally rejecting all bids for Alternate did l~To. 1, Landscaping, ®range Memorial Park wilding Project: did group A - Sitedvork Package, Engineering Eile loo. 51- 13232-0526, Project No. P~-05-1, did 110.244 and declaring that the alternate bid landscaping work can be more economically performed by the City's Public Works staff. BACKGROUND/DISCUSSION On September 13, 2006, City Council awarded the base bid of the construction contract for the Orange Memorial Park Recreation Building Project, Bid Group A -Site Work Package to Lister Construction Inc. of Vacaville, Califonlia. The base bid did not include landscaping, which was listed as "Alternate Bid No. 1 ". Listed below are all contractor bid amounts for Alternate Bid No. 1, Landscaping: Engineer's Estimate: $ 62,653.00 Bids: Lister Construction, Inc. $210,000.00 Interstate Grading & Paving, Inc. $195,000.00 Joseph J. Albanese, Inc. $187,000.00 Golden Bay Construction, Inc. $295,375.00 Since the bids were above the Engineer's estimate, Alternate Bid No. 1 was not awarded at that time. State law pel-mits the City to reject any bids presented and direct its own staff to perform competitively bid work if the City gives notice to the apparent low bidder and, after holding a hearing, passes a resolution by at least afour-fifths vote declaring that the work can be performed more economically by the employees of the public agency. Staff Repol-t Subject: RESOLUTION REJECTING LANDSCAPING BID FOR ORANGE MEMORIAL PARK RECREATION BUILDING PROJECT Page 2 of 2 The City's Public Worlcs staff proposes to install the landscape improvements at a cost less than the price submitted by the lowest bidder. The City Engineer and the Recreation and Coinimunity Services Depaz-tment believe that the cost of the alternate landscaping project, if rebid under current conditions, would be equal to or in excess of ~ 180,000 because of current construction market conditions. Staff therefore recommends fozmally rejecting all bids for Alternate Bid No. 1 at this time and adopting the resolution making the required declaration and authorizing Public Works staff to install the landscaping, irrigation and all other related improvements. FT TNT~TNCT The Orange Memol-ial Park Recreation Building is a project listed in the approved Fiscal Fear 2007- 2008 Capital Improvement Program. Funds for the installation of the landscaping, irrigation and all related improvements are available in the prof ect budget. CONCLUSION Holding a hearing and adopting, by at least afour-fifths vote, a resolution formally rejecting all alternate landscaping bids and making the required declaration would allow the City's Public Works staff to install t11e landscaping, irrigation and all related improvements at a lower cost than the alternate bids received. arty Van Duyn ,i' Assistant City M ager Approved ~ °° ~ a M. Nagel City Manager Attachment: Resolution RRlsb/kj/rc Doc. 1045126v1 RESOLUTION NO. CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO REJECTING ALL BIDS FOR ALTERNATE BID NO. 1, LANDSCAPING, ORANGE MEMORTAT , PA,R.K BUI)CIDING PROJECT: BID GROUP A - SITEWORK PACKAGE, ENGINEERING FILE NO. 51- 13232-0526, PROJECT NO. PB-OS-l, BID NO. 2448, DECLAR_IlVG THAT THE ALTERNATE PROJECT WORK CAN BE DONE MORE ECNOMICALLY BY CITY EMPLOYEES, AND DIRECTING CITY STAFF TO PERFORM SAID WORK. WHEREAS, on July 13, 2006 and July 20, 2006, staff advertised the "Notice Inviting Sealed Bids" for the Orange Memorial Park Building Project: Bid Group A - Sitework Package, Engineering File No. 51-13232-0526, Project No. PB-OS-1, Bid No. 2448; and WHEREAS, four bids were received and opened on August 17, 2006 for the project; and WHEREAS, on September 13, 2006, the City Council awarded the base bid of the construction contract for the project, but did not take any formal action on alternate landscaping, irrigation and related improvement work bids ("Alternate Bid No. 1"); and WHEREAS, the lowest bid for Alternate Bid No. 1 was approximately three times higher than the engineer's estimate; and WHEREAS, Public Contract Code section 22038 permits a public agency to reject any bids presented and perform the work by force account if the agency furnishes a written notice to an apparent low bidder, prior to rejecting all bids and declaring that the project can be more economically performed by employees of the agency in a resolution adopted by atleast afour-fifths vote; and WHEREAS, after evaluating the alternate bids and project estimates, staff recommends the formal rejection. of all bids for Alternate Bid No. 1 at this time and directing the City's Public Works staff to install all landscaping, irrigation and all related improvements at a cast less than the lowest alternate bid; and WHEREAS, the City has issued all required notices and held a hearing on this matter. NOW, THEREFORE, BE ITRESOLVED by atleast afour-fifths vote of the City Council of the City of South San Francisco that the City Council, pursuant to the authority of California Public Contracts Code sections 20166 and 22038, hereby formally rejects all bids submitted for the Alternate Bid No. 1, Landscaping Work for the Orange Memorial Park Building Project: Bid Group A - Siteworlc Package, Engineering File No. 51-13232-0526, Project No. PB-OS-l, Bid No. 2448, declares that the project can be pehformed more economically by force account, and directs City employees to perform said alternate landscaping work. ~: ~ ~ ~ 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 day of 2008 by the following vote: AYES NOES ABSTAIN: ABSENT: ATTEST: City Clerk ~zK s~~ ~O ~.v +i.- ,Q O ~y"!~'' ('1 ~ "i v o ~~. c'~LIFOR~~~ DATE: January 9, 2007 AGENDA ITEM # 16 TO: Honorable Mayor and City Council FROM: Ma1-ty Van Duyn, Assistant City Manager SUBJECT: RESOLUTION ENDORSING THE TEN GUIDING PRINCIPLES OF THE GRAND BOULEVARD INITIATIVE, DIRECTING THAT THEY BE INCORPORATED INTO FUTURE PLANS INVOLVING EL CAMINO REAL. REC®1VIEl~ATIGN It is recommended that the City Council adopt a resolution endorsing the Ten Guiding Principles of the Grand Boulevard Initiative and directing staff to incorporate them into future plans involving El Camino Real. BACKGROUND The Grand Boulevard Initiative (GBI) is a collaboration of 19 cities, the counties of San Mateo and Santa Clara, local and regional agencies, private business, labor and environmental organizations united to improve the performance, safety and aesthetics of Highway 82 on the Peninsula from Daly City to downtown San Jose. (Details, including the Task Force roster, can be found at http://wwvv.grandboulevard.net). The Initiative encompasses 43 miles of El Camino Real, from its northern end beginning in Daly City, where is it is known as "Mission Street" to its southenl end in San Jose near the Diridon Station, where it is known as "The Alameda." The study area boundaries also include '/4 mile on both sides, forming the "El Camino Real corridor." GBI utilizes a committee system to assure widespread participation in developing specifics of the Initiative. The Taslc Force, made up of elected officials and executive-level staff from regional agencies and Caltrans, sets policies and makes policy decisions. The detail work is performed by the Working Committee, made up of assigned staff members from the member agencies. Councilmember Rich Garbarino represents the City on the Taslc Force; Associate Planner Chadrick Smalley represents the City on the Working Committee. The first step GBI took was creating The Existing Conditions report, which examined City and County planning documents and identified common themes. These themes became the base for the Guiding Principles. The GBI Task Force, by unanimous vote, adopted these Guiding Principles and requested that all involved units of govenunent also formally endorse these principles and incorporate them into future plans. Staff Report Subject: (Adoption of the Ten Guiding Principles of the Grand Boulevard Initiative) January 9, 2007 Page 2 of 3 On December 6, 2007 the Planning Conunission adopted a resolution recommending the City Council endorse the Guiding Principles and direct staff to incorporate them into future plans involving El Camino Real. 1~T~C~T T~~TC)N The following are the Guiding Principles of the Grand Boulevard Initiative: 1. Target housing and j ob growth in strategic areas along the corridor 2. Encourage compact mixed-use development, high quality urban design alzd construction 3. Create apedestrian-oriented envirolunent and improve streetscapes, ensuring full access to and between public areas and private developments 4. Develop a balanced multilnodal corridor to maintain and improve mobility of people and vehicles along the corridor 5. Manage parking assets 6. Provide vibrant public spaces alzd gathering places 7. Preserve and accentuate unique and desirable community character and the existing quality of life in adjacent neighborhoods 8. Improve safety and public health 9. Strengthen pedestrian and bicycle connections with the corridor 10. Pursue environmentally sustainable and economically viable development patterns General Plan Consistency El Camino Real is identified as a distinct planning applicable to the entire corridor are as follows: subarea in the General Plan. The Guiding Policies 3.4-G-1 Develop El Camino Real as a boulevard, that accommodates its role as a regional corridor but with streetscape and development that provide identity to the street. 3.4-G-2 Encourage development of a mix of uses, with pockets of concentrated activity that provide foci and identity to the different parts of El Camino Real. 3.4-G-3 Develop the South San Francisco BART station area as a vital pedestrian-oriented center, with intensity and mix of uses that complement the area's new role as a regional center. 3.4-G-4 Develop more east-west crossings (of) El Camino Real that connect the city's neighborhoods, and a continuous parallel street on the eastside to provide alternative travel routes. Furthermore, General Plan Implementing Policy 3.4-I-2 provides a means of execution of the above Guiding Policies by requiring the City to "prepare and implement an El Camino Real overlay district in the City's Zoning Ordinance that provides development standards that further El Camino's development as a mixed-use boulevard, accornlnodating the need for both auto-oriented uses as well as designated pedestrian-oriented centers." Consistent with this policy, the Zoning Ordinance Update now underway includes a budget item for this worlc. Thus, the GBI Guiding Principles are consistent with the City's General Plan for the area. Staff Report Subject: (Adoption of the Ten Guiding Principles of the Grand Boulevard Initiative) January 9, 2007 Page 3 of 3 Next Steps for the Grand Boulevard Initiative The GBI recently completed its first competition for awards for projects and plans that embody the Guiding Principles. The awards are designed to recognize communities and developers that have taken significant strides towards upgrading elements of the corridor. FUNDING The proposed resolution has no direct impact on City finances. SamTrans, C/CAG and VTA have awarded grants to projects on El Camino via programs that are independent of the Grand Boulevard Initiative, but it is worth noting that the recipient projects all parallel the Guiding Principles. GBI staff will continue to seek funding to assist cities and counties with plans and projects that embody the Guiding Principles. CONCLUSION Staff recommends that the City Council adopt the attached resolution endorsing the Ten Guiding Principles of the Grand Boulevard Initiative and directing staff to incorporate these principles into future plans that involve El Camino Real. As the Guiding Principles are consistenfi with the policies of the General Plan applicable to the corridor, this resolution symbolizes commitment to the City's General Plan for the area. ~~ 1 By ;~~ ,,q ~~ ,rte 2~~.-, ~o.,.~'~._.._~.__. .. ~_ _ .. _By: -.-~ ~ ~ ~ Marty Van Duyn ~` arry Nagel Assistant City Mana City Manager BN:MVD:cs Attachments: 1. Resolution 2. Grand Boulevard Initiative background information SOLUTION NO. A SOLUTION ENDORSING THE GUIDING F NCIPLES OF THE G D ~OULEVA INITIATIVE AND DIRECTING STAFF TO INCORPO TE THE INTO FUTU I'L S INVOLVING L CAli~[ O AL. W E AS, after one year of research and debate the Grand Boulevard Task Force has approved ten Guiding Principles and recommended their adoption by inelnber agencies; and WHEREAS, the Guiding Principles were formulated as a result of examining the common themes and goals from City and County plans for El Camino Real; W E AS, the Guiding Principles are consistent with the General Plan Guiding Policies applicable to the El Camino Real planning subarea; E AS, the Guiding Principles will further the Grand Boulevard Vision statement, that "El Camino Real will achieve its full potential as a place for residents to work, live, shop and play, creating links between communities that promote walking and transit and an improved and meaningful quality of life"; and WHEREAS, the Guiding Principles will be an integral part of shaping an improved future for El Camino Real in our community, meeting our goals of e1~11ancing neighborhoods and supporting local business; NOW, THEREFORE, SE IT RESOLVED that the City Council of the City of South San Francisco endorses the Grand Boulevard Guiding Principles as approved and recommended by the Grand Boulevard Task Force and directs staff to incorporate these Guiding Principles into plans to be developed that involve El Camino Real in this community. I hereby certify that the foregoing Resolution was introduced and adopted by the City Council of the City of South San Francisco at a Public Meeting held on the 9t 1 day of January, 2007 by the following vote: Grand Boulevard Initiative Page 1 of 1 t~ t ~~ _ ~$ ~„~. '~0r~ ~+~ ~ i :. ~~ t ..h` G r; 41~ ~ y 1~.. ~ry ~~~ f ~.: ~~9 ~<.; } ~ _ is y t~ t r~:~~' ,i '; J,~, z, ~ u w ~( ~~~ ~ .~~ ~rf~~ ~ ~4 z. ',A ~' ~} ~~ ~j ~}~. ~'i,..~~r y- j ~~g~' r ~f~r '~i ~ ,t a..: 14 - I- YAK. ~?p~ ~ k ,t' ~ ~ ,t 5. s:• t Y „y, ~M1 ~..~,~ f~F _4, r ~ ", ,~,n.,r i . t .~ ~' * _ `+, `California's Grand Boulevard: From Mission St in Daly City, to El Camino Rea! and The Alameda in San Jose _ -Q~y,IITM~~ _ _.. • Home _ .: • Project The Grand Boulevard is a collaboration of 19 cities, counties, local and regional agencies united to improve the performance, safety and aesthetics of El Camino Back round _ ~__ ______ _ ___..__._.___ Real. Starting at the northern o History ~ Daly City city limit (where it is of El ~ named Mission Street) and ending near the Diridon Camino { Caltrain Station in central San o Grand ~'~--P ~ ,~ Jose (where it is named The t ~; a. W Boulevard ' - -~~~'"~' { , , ~,. T ~ ' ~ Alameda), the initiative brings :k ~ '~{ y' ~l'Y... ~; ~' "-~-°~; together for the first time all of Initiative z ~~~~ , - U~~~~ ~ ~ ,~ the agencies having '~,~ '.,~ ~~{~~~~t 4~ ~,~ ~ ,-~ responsibility for the ~"='~' ~ ~ ~ ' condition use and • Members '~ Y :. ~~_'- ~_ __ _~ o Task performance of the street. Force El Camino Real is the most important arterial on the Peninsula, carrying more Roster people than any other. It meets these responsibilities fairly well, though there are o Worlcin~ widespread complaints about congestion, appearance and safety. The public Conlmitteeperception has been that the street is not well planned. Roster Though many localized planning efforts are underway, they remain uncoordinated. For that reason, the San Mateo County Transit District • Library (SamTrans), Santa Clara Transportation Authority (VTA) Joint Venture: Silicon Valley Network and SAMCEDA (San Mateo Economic Development Association) • Ma s started an extensive program of collaboration, bringing together all of the -~ agencies having partial responsibility for the street, for the first time in the history of El Camino. • Presentations • Existing Conditions Report • Transit Oriented Development Search powered by FreeFind The effort also includes businesses located on El Camino, environmentalists, labor, and advocates for housing, transit, bicyclists, economic development and smart growth. It features two __ _ ___ _ -r committees, a Task Force r ~. ~ ~`~.:'~~ .,,~a` i' com rised of olic makers P P Y t~ ~ { ~`: ~3s from the public and private `' ~ ~ -'~ 2 ~~j sector, which will make the fi l d ll , > a~: a~, r r{°~, ~ '~ ~ ~ ' r '~ ~ na ecisions on a matters, ~„ d lu W C i ~ ` 5-x,~ .: ~ ;. _:~ , ' ~~~ ~ an or ng a omm ttee ~ { ~ ~,, ~ ~ comprised of local and _ A ~~ = °""~-rte ~`'Y-",cam µ'rdP .A Vv regional agency staff members, ~`w-""'~~ ~~-~,~~~ ~. ;4 which will perform the ~ `~"°" "~` '~1 detailed research and make '-, ~ ` ~~ .,'~~ ~~ recommendations to the Task Force. The Working Committee anticipates widespread participation from the many interested groups. Technically the goal is to produce a coordinated series of policy decisions that will be embraced by all jurisdictions, thereby helping El Camino Real to function and look better. But the vision goes farther: the Grand Boulevard initiative seeks to recreate the street to do a better job of connecting our communities (north-south) and of better integrating it with each of our communities (east-west.). It will transform El Camino Real into a boulevard that will stand as one of the highlights of our communities, successfully fulfilling its role as the Peninsula's most important arterial, while bringing pride and unity to San Mateo and Santa Clara counties. Caierac~ar ~ Coe~taet @~s ~ Links © 2007, Joint Venture: Silicon Valley Network. All rights reserved. A Attac. Grand Boulevard Initiative Guiding Principles Potential Strategies Amend General Plans and implement zoning and Specific Plans that facilitate increases in density, particularly around transit stations and key intersections. In accordance with city goals, encourage more housing and business opportunities, with a greater range of affordability and choices, exemplifying high-quality architecture and urban design Preserve significant buildings. Provide a system of local and corridor-wide incentives to attract private development and economic investment along the corridor .. lit lit $ Guiding Principle in strategic areas along 1. Target housing and job growth the corridor Develop design guidelines to assist in the attainment of the Grand Boulevard vision and challenge statements. Accommodate hOL/sing. Implement zoning and precise plans with design-specific elements that address street orientation, facades, parking and setbacks Provide planning aides and design guidelines, such as the Community Design and Transportation Manual, to developers e ill 4iI ill 2. Encourage compact mixed-use development and high- quality urban design and construction Provide an integrated pedestrian environment with wide, continuous sidewalks, landscaping, lighting, and sign age, all with human-scale details, with a commitment to maintain those amenities. Such amenities should conform to CaLtrans standards. Continuously clean and maintain the Grand Boulevard streetscape and public spaces. Preserve sightlines between activity areas. Create landmarks and signature buildings to shape the street environment to a pedestrian orientation. Repair barriers between activity areas such as discontinuous sidewalks. Reduce street crossing distances where appropriate III fiil I'll . . \!II 1 Create a pedestrian-oriented environment and improve streetscapes, ensuring full access to and between public areas and private developments FINAL 3. Grand Boulevard Initiative Guiding Principles and increased density Support transit-oriented development (TOO) around station areas fare Orient buildings toward transit stops Design transit stops for easy passenger loading payment. Improve signaL timing. Implement transit-preferential street treatments such as signaL priority, bulb out stops, bus by-pass lanes and high occupancy vehicle (HOV)/Bus-only Lanes where needed and feasible. Implement programs designed to reduce auto trips during congestion periods. unloading and 1/ . . lIll II' . 4. Develop a balanced nlultimodal corridor to maintain and improve Illobility of people and vehicles along the corridor Consider trip reduction due to transit requirements. Pursue the development of public/public and public/private partnerships to develop multiuse parking structures in strategic locations along the corridor. Consider shared parking facilities (I.e. for business during the day, restaurants at night). Consider the trade-offs between TaD and parking at I"ail stations. Preserve street frontage for active uses by placing parking behind buildings. Develop and use a network of alleys to access parking and Limit vehicuLar crossings of sidewalks. Where appropriate, install parking meters or time-limited parking spaces to encourage turnover. Review parking requirements when considering new developments, possibly substituting reliance on Transportation Demand Management (TDM) strategies and reducing required parking. when designing parking . . fD lIil Q /I 41 11'1 2 Manage Parking Assets FINAL 5 Create public spaces of all sizes that wiU stand the test of time and provide lasting value for future generations. Design public areas to attract usage. Orient new development around existing or new gathering places and transit stations. Design public spaces to be functional as wetl as decorative through the careful use of space and amenities. Encourage the development of small public spaces parks. and pocket It III e It (II and gathering places 6. Provide vibrant public spaces Encourage design that is compatible with or shares design elements with adjacent development and neighborhoods. Identify local themes and express them through landscape, architecture and urban design gL/idelines. Preserve diverse local small businesses and create economic opportunities for their continued presence in the revitalized corridor. e " . in life 7. Preserve and accentuate unique and desirable community character and the existing quality of adjacent neighborhoods. Design intersections for a balance between the needs of aL/tos and pedestrians. Design paraUel access routes where needed to separate pedestrian and bike movements. Provide high~quality pedestrian amenities such as distinct crosswalks, countdown signals and curb ramps. Ensure adequate pubUc and private (move to #3?)facilities for disabled individuals. . . e (1) safety and public health mprove 8 Reduce the distance between corridor crossings to improve connectivity with adjacent neighborhoods where appropriate. For projects near the corridor, encourage design that provides easy access to the corridor or to cross streets. Provide pedestrian cut-through linkages to access parking lots aHeys and neighborhood routes between blocks~ including additions to I'Safe Route to Schoolsll paths. l!I ~ . 'l .J Strengthen pedestrian and bicycle connections with the corridor FINAL 9. Grand Boulevard Initiative Guiding Principles Provide incentives for LEED (leadership in energy and environmental design) certified projects. Pursue design, engineering and construction techniques that assist with the management of storm water runoff, preserve (and possibly increase) soil permeabiUty, and reduce heat island and other negative effects of urban development. Pursue cross-jurisdictional shared revenue projects, such as parking structures, that provide mutual benefits to all partners. Provide a systelTl of local and corridor-wide incentives to attract private development and economic investment along the corridor. 1\11 fill III III 4 10. Pursue environmentally sustalinable and economically viable development patterns rINAL